[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