[Federal Register Volume 63, Number 107 (Thursday, June 4, 1998)]
[Notices]
[Pages 30523-30524]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-14825]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26880]
Filings Under the Public Utility Holding Company Act of 1935, as
amended (``Act'')
May 29, 1998.
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated under the Act. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendments is/are available for public
inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in
writing by June 23, 1998, to the Secretary, Securities and Exchange
Commission, Washington, DC 20549, and serve a copy on the relevant
applicant(s) and/or declarant(s) at the address(es) specified below.
Proof of service (by affidavit or, in case of an attorney at law, by
certificate) should be filed with the request. Any request for hearing
should identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in the
matter. After June 23, 1998, the application(s) and/or declaration(s),
as filed or as amended, may be granted and/or permitted to become
effective.
WPS Resources Corporation (70-9179)
WPS Resources Corporation (``WPSR''), 700 North Adams Street, P.O.
Box 19001, Green Bay, Wisconsin 54307-9001, an exempt public utility
holding company under section 3(a)(1) of the Act, has filed an
application under sections 9(a)(2) and 10 of the Act.
WPSR proposes to acquire all of the issued and outstanding voting
securities the ``Common Stock'') of Upper
[[Page 30524]]
Peninsula Energy Corporation (``UPEN''), an exempt public-utility
holding company under section 3(a)(1) of the Act, and its utility
subsidiary, Upper Peninsula Power Company (``UPPCo'')
WPSR and UPEN have entered into an Agreement and Plan of Merger,
dated as of July 10, 1997, which provides, among other things, for the
merger of UPEN with and into WPSR (the ``Merger''). Following the
Merger, the separate corporate existence of UPEN will cease, and WPSR
will be the surviving corporation. Each share of UPEN Common Stock will
be converted into the right to receive 0.9 shares of WPSR Common Stock.
The boards of directors of WPSR and UPEN approved the Merger at
meetings held on July 10, 1997. The shareholders of UPEN approved the
Merger at a special meeting held on January 29, 1998. WPSR states that
shareholder approval of the Merger is not required.
WPSR's principal utility subsidiary, Wisconsin Public Service
Corporation (``Public Service''), serves approximately 374,000 electric
and 218,000 gas retail customers in northeastern Wisconsin and the
southern portion of Michigan's upper peninsula.\1\ UPPCo serves
approximately 48,000 electric retail customers entirely in Michigan's
upper peninsula. The service territories of Public Service and UPPCo
are not contiguous, being separated by the service territory of
Wisconsin Electric Power Company.
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\1\ WPSR also owns, through Public Service, approximately a 33%
interest in Wisconsin River Power Company (``WRPC''), which is an
electric utility company that sells the output of its generating
resources at cost to its owners. The other owners of WRPC are
Consolidated Water Power Company and Wisconsin Power & Light
Company. WRPC is not subject to the ratemaking jurisdiction of the
Public Service Commission of Wisconsin.
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Public Service is subject to the retail ratemaking jurisdiction of
both the Public Service Commission of Wisconsin and the Michigan Public
Service Commission. UPPCo is also subject to the retail ratemaking
jurisdiction of the Public Service Commission of Wisconsin.
WPSR has three direct nonutility subsidiaries, WPS Energy Services,
Inc. (``ESI''), WPS Development, Inc. (``PDI''), and WPS Visions, Inc.
(``Visions''). ESI offers electric and gas marketing, energy
management, project management and energy consulting services to
wholesale and retail customers. PDI offers acquisition and investment
analysis, project development, engineering, management, operations and
maintenance services for the power generation industry. PDI also owns a
66\2/3\% interest in Mid-American Power LLC, an exempt wholesale
generator. Visions serves a business research and development vehicle
for WPSR.
In addition, Public Service has two nonutility subsidiaries,
Wisconsin Valley Improvement Company (``WV'') and Public Service
Leasing, Inc. (``PS Leasing''). WV operates a system of dams and water
reservoirs on the Wisconsin River and tributary streams, and charges
water tolls to users, primarily power plant owners. PS Leasing is
engaged in the financing of specific utility projects.
UPEN has two nonutility subsidiaries, Upper Peninsula Development
Company, which holds title to UPPCo's corporate headquarters, and
PENVEST, Inc., which explores investment opportunities in
telecommunications, engineering services, and other non-regulated
businesses.
WPSR states it intends to claim an exemption under rule 2 under the
Act following the Merger.
For the Commission, by the Division of Investment Management,
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-14825 Filed 6-3-98; 8:45 am]
BILLING CODE 8010-01-M