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WPS Resources Corporation Announces Plan to Sell Common Stock

Posted on: Wednesday, 9 November 2005, 09:00 CST

GREEN BAY, Wis., Nov. 9 /PRNewswire-FirstCall/ -- WPS Resources Corporation announced plans today to make a public offering of approximately 4,600,000 shares of its common stock. Of those shares, 1,900,000 shares are being offered directly by WPS Resources and 2,700,000 shares are being offered by an affiliate of J.P. Morgan Securities in connection with a forward sale agreement between WPS Resources and such affiliate as discussed below.

WPS Resources will sell 1,900,000 newly issued shares of its common stock (plus up to 690,000 shares that may be newly issued upon exercise of the underwriters' over-allotment option). WPS Resources will use the net proceeds from the sale of such newly issued shares to reduce short-term debt, to fund equity to subsidiary companies and for general corporate purposes.

In addition, WPS Resources will enter into a forward sale agreement with an affiliate of J.P. Morgan Securities Inc. as the forward purchaser. The forward purchaser (or its affiliate) will agree to borrow and sell approximately 2,700,000 shares of WPS Resources common stock to the underwriters. Subject to certain exceptions, WPS Resources has the right to elect physical or cash settlement of the forward sale agreement within approximately one year of the date of the public offering or earlier. WPS Resources will not receive any proceeds from the sale of shares of its common stock by the forward purchaser (or its affiliate), unless the forward agreement is physically settled. WPS Resources expects to physically settle the forward agreement and use the proceeds to partially finance the proposed acquisition of the Michigan and Minnesota natural gas distribution operations from Aquila and for general corporate purposes.

The offering and sale of all of the shares will be made under WPS Resources' currently effective shelf registration statement filed with the Securities and Exchange Commission. The joint book-running managers for the offering are J.P. Morgan Securities Inc. (sole structuring agent) and Banc of America Securities LLC. A. G. Edwards & Sons, Inc. and Edward D. Jones & Co., L.P are co-managers.

WPS Resources is a holding company based in Green Bay, Wisconsin. Its principal subsidiary is Wisconsin Public Service Corporation, a regulated electric and natural gas utility that generates and distributes energy in northeastern Wisconsin and an adjacent portion of Michigan. Other major subsidiaries include Upper Peninsula Power Company, a regulated electric utility operating in the northern half of Michigan's Upper Peninsula, and two nonregulated subsidiaries, WPS Energy Services, Inc. and WPS Power Development, LLC. WPS Energy Services provides energy and related products and services in the nonregulated energy market in the northeast quadrant of the United States and adjacent portions of Canada. WPS Power Development owns and/or operates nonregulated electric generation facilities, a portion of a synthetic fuel processing facility, and steam production facilities in various locations in the United States.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any shares of WPS Resources Corporation's common stock, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and a related prospectus supplement, copies of which may be obtained when available from J.P. Morgan Securities Inc., Chase Distribution & Support Service, 1 Chase Manhattan Plaza, Floor 5B, New York, NY 10081 (copies may also be obtained via email to AddressingServices@jpmchase.com).

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. You can identify these statements by the fact that they do not relate strictly to historical or current facts and often include words such as "anticipate,""believe,""estimate,""expect,""intend,""plan,""project," and other similar words. Although we believe we have been prudent in our plans and assumptions, there can be no assurance that indicated results will be realized. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated.

Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. We recommend that you consult any further disclosures we make on related subjects in our 10-Q, 8-K, and 10-K reports to the Securities and Exchange Commission.

The following is a cautionary list of risks and uncertainties that may affect the assumptions which form the basis of forward-looking statements relevant to our business. These factors, and other factors not listed here, could cause actual results to differ materially from those contained in forward-looking statements.

-- Receipt of required regulatory approvals for the acquisition of the Michigan and Minnesota natural gas distribution operations from Aquila; -- Resolution of pending and future rate cases and negotiations (including the recovery of deferred costs) and other regulatory decisions regarding Wisconsin Public Service Corporation and Upper Peninsula Power Company; -- The impact of recent and future federal and state regulatory changes, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, changes in environmental, tax, and other laws and regulations to which WPS Resources and its subsidiaries are subject, as well as changes in application of existing laws and regulations; -- Current and future litigation, regulatory investigations, proceedings or inquiries, including manufactured gas plant site cleanup and pending Environmental Protection Agency investigations of Wisconsin Public Service Corporation's generation facilities; -- Resolution of audits by the Internal Revenue Service and various state revenue agencies; -- The effects, extent, and timing of additional competition in the markets in which WPS Resources Corporation's subsidiaries operate; -- The impact of fluctuations in commodity prices, interest rates, and customer demand; -- Available sources and costs of fuels and purchased power; -- Ability to control costs (including costs of decommissioning generation facilities); -- Investment performance of employee benefit plans; -- Advances in technology; -- Effects of and changes in political, legal, and economic conditions and developments in the United States and Canada; -- The performance of projects undertaken by nonregulated businesses and the success of efforts to invest in and develop new opportunities; -- Potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed (such as the acquisition of the Michigan and Minnesota natural gas distribution operations from Aquila, construction of the Weston 4 generation plant, and construction of the Wausau, Wisconsin, to Duluth, Minnesota, transmission line); -- The direct or indirect effect resulting from terrorist incidents or responses to such incidents; -- Financial market conditions and the results of financing efforts, including credit ratings and risks associated with commodity prices, interest rates, and counterparty credit; -- Weather and other natural phenomena; and -- The effect of accounting pronouncements issued periodically by standard-setting bodies.

WPS Resources Corporation

CONTACT: Barth J. Wolf, Secretary and Manager - Legal Services of WPSResources Corporation, +1-920-433-1727

Web site: http://www.wpsr.com/

Source: PRNewswire-FirstCall

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