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:  November 19, 2002    
(Date of earliest event reported)

 

Commission
file number

Registrant; State of Incorporation
Address; and Telephone Number

IRS Employer Identification No.
     

1-11337

WPS RESOURCES CORPORATION
(A Wisconsin Corporation)
700 North Adams Street
P. O. Box 19001
Green Bay, WI 54307-9001
920-433-4901

39-1775292
     

 

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

    (a) UNDERWRITING AGREEMENT. The Registrant has entered into an underwriting agreement with A. G. Edwards & Sons, Inc., Robert W. Baird & Co. Incorporated and Legg Mason Wood Walker, Incorporated (the "Underwriting Agreement") in connection with the offering of $100,000,000 aggregate principal amount of the Registrant's 5.375% Senior Notes Due December 1, 2012 (the "Senior Notes"), registered with the Securities and Exchange Commission on Form S-3 (Reg. No. 333-88525). The Underwriting Agreement is filed herewith as Exhibit 1.

    (b) INDENTURE. The Registrant entered into a Second Supplemental Indenture with U.S. Bank, National Association, as trustee, in connection with the offering of the Senior Notes. A copy of the Second Supplemental Indenture is filed herewith as Exhibit 4A.

 

ITEM 7.

FINANCIAL STATEMENTS AND EXHIBITS
 

(a)

Not applicable.
 

(b)

Not applicable.
 

(c)

Exhibits. The following exhibits are being filed herewith:
   

1

Underwriting Agreement, dated as of November 19, 2002 between WPS Resources Corporation and A. G. Edwards & Sons, Inc., Robert W. Baird & Co. Incorporated and Legg Mason Wood Walker, Incorporated
       
   

4A

Second Supplemental Indenture dated as of November 1, 2002 between WPS Resources Corporation and U.S. Bank, National Association
       

 

4B

Form of 5.375% Senior Note Due December 1, 2012 (set forth in Appendix I to Second Supplemental Indenture filed herewith as Exhibit 4A).
       

 

 

 

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



By:  /s/ Joseph P. O'Leary        
Joseph P. O'Leary
Senior Vice President
and Chief Financial Officer
 
 

Date: November 25, 2002

 

WPS RESOURCES CORPORATION 

Exhibit Index to Current Report on Form 8-K
Dated November 19, 2002
 

Exhibit
Number

  

1

Underwriting Agreement, dated as of November 19, 2002 between WPS Resources Corporation and A. G. Edwards & Sons, Inc., Robert W. Baird & Co. Incorporated and Legg Mason Wood Walker, Incorporated
   

4A

Second Supplemental Indenture dated as of November 1, 2002 between WPS Resources Corporation and U.S. Bank, National Association
   

4B

Form of 5.375% Senior Note Due December 1, 2012 (set forth in Appendix I to Second Supplemental Indenture filed herewith as Exhibit 4A).