UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of
the Securities Exchange Act of 1934
_________________
|
|
| Date of Report |
|
| (Date of earliest |
|
| event reported): |
November 15, 2005 |
|
|
WPS Resources Corporation
|
| (Exact name of registrant as specified in its charter) |
|
|
|
Wisconsin
|
1-11337
|
39-1775292
|
| (State or other |
(Commission File |
(IRS Employer |
| jurisdiction of |
Number) |
Identification No.) |
| incorporation) |
|
|
|
|
700 North Adams Street, P.O. Box 19001, Green Bay, Wisconsin 54307-9001
|
| (Address of principal executive offices, including zip code) |
|
|
(920) 433-1727
|
| (Registrant's telephone number) |
|
|
Not Applicable
|
| (Former name or former address, if changed since last report) |
_________________
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
| [_] |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [_] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [_] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [_] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On
November 15, 2005, WPS Resources Corporation (the "Company") entered into an Underwriting
Agreement (the "Underwriting Agreement") by and among the Company, J.P. Morgan Securities
Inc., as agent (in that capacity, the "Forward Seller") for JPMorgan Chase Bank, National
Association, London Branch (the "Forward Purchaser"), and J.P. Morgan Securities Inc. and
Banc of America Securities LLC, each for itself and as representatives of the several
underwriters named in the Underwriting Agreement (the "Underwriters"), in connection with
the offering and sale (the "Offering") of 4,600,000 shares of the Company's common stock,
$1.00 par value ("Common Stock"), including the attached common stock purchase rights.
In connection with the Offering, the Company has also entered into that certain letter
agreement, dated as of November 15, 2005 (the "Forward Sale Agreement"), by and between
the Company and J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National
Association, London Branch.
Under
the Underwriting Agreement, the Company will issue and sell 1,900,000 shares of Common
Stock to the Underwriters, and the Forward Seller will borrow and sell 2,700,000 shares
of Common Stock to the Underwriters. The Company has granted to the Underwriters an
over-allotment option to purchase up to an additional 690,000 shares of Common Stock.
The
Offering is expected to close on November 21, 2005. The Offering is being made under the
Company's currently effective shelf registration statement on Form S-3 (Registration No.
333-124446). The Underwriting Agreement and the Forward Sale Agreement are filed with
this Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits. |
|
(a) |
Financial
Statements of Business Acquired. |
| |
(b) |
Pro
Forma Financial Information. |
| |
(c) |
Shell
Company Transactions. |
| |
(d) |
Exhibits.
The following exhibit is being furnished herewith: |
| |
99.1 |
Underwriting
Agreement, dated November 15, 2005, by and among WPS Resources
Corporation, J.P. Morgan Securities Inc., as agent for
JPMorgan Chase Bank, National Association, London Branch, and
J.P. Morgan Securities Inc. and Banc of America Securities
LLC, each for itself and as representatives of the several underwriters
named in the Underwriting Agreement. |
| |
99.2 |
Forward
Sale Agreement, dated as of November 15, 2005, by and between WPS Resources
Corporation and J.P. Morgan Securities Inc., as agent for
JPMorgan Chase Bank, National Association, London Branch. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
WPS RESOURCES CORPORATION |
Date: November 15, 2005 |
By: /s/ Barth J. Wolf |
|
Barth J. Wolf |
|
Secretary and |
|
Manager-Legal Services |
WPS RESOURCES
CORPORATION
Exhibit Index to Form
8-K Dated November 15, 2005
Exhibits
| 99.1 |
Underwriting
Agreement, dated November 15, 2005, by and among WPS Resources Corporation, J.P.
Morgan Securities Inc., as agent for JPMorgan Chase Bank, National
Association, London Branch, and J.P. Morgan Securities Inc. and Banc of
America Securities LLC, each for itself and as representatives of the
several underwriters named in the Underwriting Agreement. |
| 99.2 |
Forward
Sale Agreement, dated as of November 15, 2005, by and between WPS Resources Corporation
and J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National
Association, London Branch. |