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<font SIZE="3">
<p ALIGN="RIGHT">File No. _______________</p>
<p ALIGN="RIGHT">&nbsp;</p>
<p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549<br>
______________________<br>
FORM S-8<br>
REGISTRATION STATEMENT<br>
Under<br>
THE SECURITIES ACT OF 1933<br>
______________________</p>
</font>
<table BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="685">
  <tr>
    <td WIDTH="317" VALIGN="TOP" COLSPAN="5"><font SIZE="3">
      <p ALIGN="JUSTIFY">WPS&nbsp;RESOURCES CORPORATION</font></td>
    <td WIDTH="364" VALIGN="TOP" COLSPAN="6"><font SIZE="3">
      <p ALIGN="RIGHT">WISCONSIN PUBLIC SERVICE CORPORATION</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="11" width="683">
      <p ALIGN="CENTER"><font size="2">(Exact name of registrants as specified in their
      charters)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="11" width="683">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="191" VALIGN="TOP" COLSPAN="2"><font SIZE="3">
      <p ALIGN="CENTER">WISCONSIN</font></td>
    <td WIDTH="126" VALIGN="TOP" COLSPAN="4"><font SIZE="3">
      <p ALIGN="CENTER">39-1775292</font></td>
    <td WIDTH="190" VALIGN="TOP" COLSPAN="3"><font SIZE="3">
      <p ALIGN="CENTER">WISCONSIN</font></td>
    <td WIDTH="170" VALIGN="TOP" COLSPAN="2"><font SIZE="3">
      <p ALIGN="CENTER">39-1715160</font></td>
  </tr>
  <tr>
    <td WIDTH="191" VALIGN="TOP" COLSPAN="2">
      <p ALIGN="left"><font size="2">(State or other jurisdiction of incorporation or
      organization)</font></td>
    <td WIDTH="126" VALIGN="TOP" COLSPAN="4">
      <p ALIGN="CENTER"><font size="2">(I.R.S. Employer<br>
      Identification No.)</font></p>
    </td>
    <td WIDTH="190" VALIGN="TOP" COLSPAN="3">
      <p ALIGN="CENTER"><font size="2">(State or other jurisdiction of incorporation or
      organization)</font></td>
    <td WIDTH="170" VALIGN="TOP" COLSPAN="2">
      <p ALIGN="CENTER"><font size="2">(I.R.S. Employer<br>
      Identification No.)</font></p>
    </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="11" width="683">&nbsp;</td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="11" width="683"><font SIZE="3">
      <p ALIGN="CENTER">700 NORTH ADAMS STREET<br>
      P. O. BOX 19001<br>
      GREEN BAY, WISCONSIN 54307-9001<br>
      (Address of principal executive offices)</font></p>
    </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="11" width="683"><font SIZE="3">
      <p ALIGN="CENTER">WPS&nbsp;RESOURCES CORPORATION DEFERRED COMPENSATION
      PLAN<br>
      </font><font size="2">
      (Full title of the plan)</font></p>
    </td>
  </tr>
  <tr>
    <td WIDTH="255" VALIGN="TOP" COLSPAN="3">&nbsp;</td>
    <td WIDTH="204" VALIGN="TOP" COLSPAN="5">&nbsp;</td>
    <td WIDTH="220" VALIGN="TOP" COLSPAN="3">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="319" VALIGN="TOP" COLSPAN="6"><font SIZE="3">
      <p ALIGN="CENTER">Larry L. Weyers<br>
      Chairman, President, and Chief Executive Officer<br>
      WPS&nbsp;Resources Corporation<br>
      Chairman and Chief Executive Officer<br>
      Wisconsin Public Service Corporation<br>
      700 North Adams Street<br>
      P. O. Box 19001<br>
      Green Bay, Wisconsin 54307-9001<br>
      Telephone Number: 920-433-1727<br>
      (Name, address and telephone number,<br>
      including area code, of agent for service)</font></p>
    </td>
    <td WIDTH="362" VALIGN="TOP" COLSPAN="5"><font SIZE="3">
      <p ALIGN="CENTER">Copy to:</p>
      <p ALIGN="CENTER">Michael S. Nolan<br>
      Foley &amp; Lardner<br>
      777 East Wisconsin Avenue<br>
      Milwaukee, Wisconsin 53202-5367<br>
      Telephone Number: 414-297-5672</font></p>
    </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="11" width="683">&nbsp;</td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="11" width="683"><font SIZE="1">
      <p ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</font></td>
  </tr>
  <tr>
    <td WIDTH="158" VALIGN="BOTTOM"><font SIZE="1">
      <p ALIGN="CENTER">Title of<br>
      Securities to<br>
      <u>be Registered</u></font></p>
    </td>
    <td WIDTH="136" VALIGN="BOTTOM" COLSPAN="3"><font SIZE="1">
      <p ALIGN="CENTER">Amount<br>
      to be<br>
      Registered</font></p>
    </td>
    <td WIDTH="113" VALIGN="BOTTOM" COLSPAN="3"><font SIZE="1">
      <p ALIGN="CENTER">Proposed Maximum<br>
      Offering Price<br>
      <u>Per Share</u></font></p>
    </td>
    <td WIDTH="98" VALIGN="BOTTOM" COLSPAN="3"><font SIZE="1">
      <p ALIGN="CENTER">Proposed Maximum<br>
      Aggregate<br>
      <u>Offering Price</u></font></p>
    </td>
    <td WIDTH="170" VALIGN="BOTTOM"><font SIZE="1">
      <p ALIGN="CENTER">Amount of<br>
      <u>Registration Fee</u></font></p>
    </td>
  </tr>
  <tr>
    <td WIDTH="158" VALIGN="TOP"><font SIZE="1">
      <p>Deferred Compensation Obligations (1)</font></td>
    <td WIDTH="136" VALIGN="TOP" COLSPAN="3"><font SIZE="1">
      <p ALIGN="CENTER">$5,300,000</font></td>
    <td WIDTH="113" VALIGN="TOP" COLSPAN="3"><font SIZE="1">
      <p ALIGN="CENTER">100%</font></td>
    <td WIDTH="98" VALIGN="TOP" COLSPAN="3"><font SIZE="1">
      <p ALIGN="CENTER">$5,300,000(2)</font></td>
    <td WIDTH="170" VALIGN="TOP"><font SIZE="1">
      <p ALIGN="CENTER">$1,325</font></td>
  </tr>
  <tr>
    <td WIDTH="158" VALIGN="TOP"><font SIZE="1">
      <p>Common Stock, $1.00 par value (1)</font></td>
    <td WIDTH="136" VALIGN="TOP" COLSPAN="3"><font SIZE="1">
      <p ALIGN="CENTER">62,000 shares</font></td>
    <td WIDTH="113" VALIGN="TOP" COLSPAN="3"><font SIZE="1">
      <p ALIGN="CENTER">$34.64 (3)</font></td>
    <td WIDTH="98" VALIGN="TOP" COLSPAN="3"><font SIZE="1">
      <p ALIGN="CENTER">$2,147,680 (3)</font></td>
    <td WIDTH="170" VALIGN="TOP"><font SIZE="1">
      <p ALIGN="CENTER">$537</font></td>
  </tr>
</table>
<font SIZE="1">
    <p>(1) The Deferred Compensation Obligations are unsecured obligations of
    WPS&nbsp;Resources Corporation and Wisconsin Public Service Corporation to
    pay deferred compensation in the future to certain of their employees in
    accordance with the terms of the WPS&nbsp;Resources Corporation Deferred
    Compensation Plan. Certain of such Deferred Compensation Obligations may be
    fulfilled, at the option of WPS&nbsp;Resources Corporation or Wisconsin
    Public Service Corporation, as the case may be, in cash or Common Stock of
    WPS&nbsp;Resources Corporation; accordingly, 62,000 shares of Common Stock
    of WPS&nbsp;Resources Corporation are also being registered hereunder.<br>
    (2) Estimated solely for the purpose of determining the registration fee.<br>
    (3) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
    solely for the purpose of calculating the registration fee based on the
    average of the high and low prices of the Common Stock as reported by the
    New York Stock Exchange on October 17, 2001.</p>
</font><font SIZE="3">
<p>The Prospectus contained in this Registration Statement is a combined
Prospectus pursuant to Rule 429 and relates to Registration Nos. 33-65167 and
333-63101-01.</p>
<p>&nbsp;</p>
</font>
<p ALIGN="CENTER">PART I<br>
<br>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The document or documents containing the information specified in Part I are
not required to be filed with the Securities and Exchange Commission (the
&quot;Commission&quot;) as part of this Form S-8 Registration Statement.</p>
<p ALIGN="CENTER">PART II<br>
<br>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>
        <p>ITEM 3. <u>INCORPORATION OF DOCUMENTS BY REFERENCE</u>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following documents have been previously filed by Wisconsin Public
Service Corporation (the &quot;Company&quot;) and WPS&nbsp;Resources Corporation
(&quot;WPS&nbsp;Resources&quot;) with the Commission and are incorporated herein
by reference:</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) The Annual Report of the Company and WPS&nbsp;Resources on Form 10-K for
the year ended December&nbsp;31, 2000, which includes audited financial statements as
of and for the year then ended.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) WPS&nbsp;Resources Corporation Deferred Compensation Plan (the
&quot;Plan&quot;) Annual Report on Form 11-K for the year ended December 31,
2000, which includes an unaudited financial statement for the year then ended.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) All other reports filed by the Company and WPS&nbsp;Resources pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
&quot;Exchange Act&quot;), since December 31, 2000.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d) The description of the capital stock of WPS&nbsp;Resources contained in
Item 1 of the Company's Registration Statement on Form 8-B, filed June 1, 1994
with the Commission, and any amendments or reports filed for the purpose of
updating such description.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All documents subsequently filed by the Company, WPS&nbsp;Resources or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of filing of this Registration Statement and prior to such time as the
Company and WPS&nbsp;Resources file a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.</p>
        <p>ITEM 4. <u>DESCRIPTION OF SECURITIES</u>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Common Stock of WPS&nbsp;Resources is registered under Section 12 of the
Exchange Act and, accordingly, no description is provided hereunder.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Under the Plan, eligible employees of WPS&nbsp;Resources and its
subsidiaries, including the Company, (&quot;Participant(s)&quot;) may defer up
to 75% of such Participant's base compensation (as defined in the Plan), in
increments of 1%, or such lesser amount or percentage as may be established by
the Compensation and Nominating Committee of the Board of Directors of
WPS&nbsp;Resources (the &quot;Committee&quot;). A Participant may defer all or a
portion of the Participant's annual cash bonus, in increments of 1%, to a
maximum of 100% or such lesser amount or percentage as may be established by the
Committee. A Participant may elect to defer payment of any performance shares
awarded to Participant under the WPS&nbsp;Resources Corporation 2001 Omnibus
Incentive Compensation Plan, in an amount equal to 100% of such shares or such
lesser number or percentage as may be established by the Committee. Three
separate accounts are established under the Plan for determining the amount of
benefits accumulated by Participants pursuant to deferrals, an account known as
Reserve Account B, an account known as the Incentive Stock Unit Account, and an
account known as the Base Stock Unit Account. In addition earnings will continue
to be credited to Reserve Account A and the Prior Plan Stock Unit Account. The
obligations (&quot;Obligations&quot;) to pay to Participants amounts deferred
into such accounts pursuant to the Plan will be unsecured obligations of the
entity obligated to pay the compensation which was deferred.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; RESERVE ACCOUNT B. Reserve Account B will be credited with that portion of a
deferral made by a Participant which such Participant elects to allocate to this
account. Balances of Participants in Reserve Account B will be credited with an
interest equivalent at an annual rate on a non-compounded basis equal to the
greater of (i) 6.0% or (ii) 70% of the ROE (consolidated return on common
shareholders' equity) of WPS&nbsp;Resources for the 12-month period ended on the
preceding February 28 or 29 for the months of April through September and for
the 12-month period ended on the preceding August 31 for the months of October
through March. The Committee may revise the interest equivalent rate for Reserve
Account B or the manner in which such rate is calculated, but the rate may not
be reduced below 6% per annum.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; CHANGE IN CONTROL. In the event of a &quot;Change in Control&quot;, the
minimum interest equivalent rate under Reserve Accounts A and B shall be the
greater of (i) the rate of interest equivalent otherwise applicable to such
account if such amount were calculated based on the ROE of WPS&nbsp;Resources
(including for this purpose any successor corporation that is the survivor of a
merger with WPS&nbsp;Resources or any successor to that corporation) and all
subsidiaries or (ii) a rate equal to two percentage points above the prime
lending rate of U.S. Bank, N.A. A Change in Control means any of the following
events:</p>
  <blockquote>
            <p>(1)&nbsp; The acquisition by any person (other than WPS&nbsp;Resources or
            any of its subsidiaries or employee benefit plans or fiduciaries
            therefor) of beneficial ownership of 30% or more of the combined
            voting power of the outstanding securities of WPS&nbsp;Resources;</p>
            <p>(2)&nbsp; One-half or more of the Board of WPS&nbsp;Resources consists of
            persons who are not &quot;Continuing Directors,&quot; (i.e., persons
            who were either directors on May 1, 1997, or persons whose
            nominations or elections were recommended or approved by a majority
            of the Continuing Directors then in office);</p>
            <p>(3)&nbsp; Any merger, consolidation, or reorganization of
            WPS&nbsp;Resources with any other corporation resulting in less than
            one-half of the outstanding securities of the surviving or resulting
            entity being owned by former shareholders of WPS&nbsp;Resources
            exclusive of shares owned by certain persons who are affiliated with
            or are substantial shareholders of a party to such transaction;</p>
            <p>(4)&nbsp; Any merger or share exchange involving WPS&nbsp;Resources in
            which WPS&nbsp;Resources is not the controlling or surviving
            corporation except a merger in which the shareholders of
            WPS&nbsp;Resources have the same proportionate ownership of the
            surviving corporation as they held in WPS&nbsp;Resources immediately
            prior to such merger;</p>
            <p>(5)&nbsp; Any sale, lease, exchange, or other transfer (in one transaction
            or a series of related transactions) of all, or substantially all,
            of the assets of WPS&nbsp;Resources other than to a wholly-owned
            subsidiary of WPS&nbsp;Resources; or</p>
            <p>(6)&nbsp; Approval by the shareholders of WPS&nbsp;Resources of any plan or
            proposal for the liquidation or dissolution of WPS&nbsp;Resources.</p>
  </blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; INCENTIVE STOCK UNIT ACCOUNT. The Incentive Stock Unit Account is a &quot;buy
only&quot; account which will be credited with that portion of a deferral of
annual bonus and long-term incentive plan award deferrals which a Participant
elects to allocate to this account. All eligible deferrals made by or on behalf
of a Participant and allocated to the Incentive Stock Unit Account, all of a
Participant's matching contribution credits under the Company's Administrative
Employee's Savings Plan and any dividends payable on the stock units had such
stock units been actual shares of common stock are converted, for record keeping
purposes, into whole and fractional stock units based on the closing price of a
share of WPS&nbsp;Resources common stock (&quot;Common Stock&quot;) on the date
on which the deferral, credit or dividend would otherwise have been paid to the
Participant.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; BASE STOCK UNIT ACCOUNT. The Base Stock Unit Account will be credited with
that portion of a deferral of base compensation and annual bonus awards which a
Participant elects to allocate to this account. All eligible deferrals made by
or on behalf of a Participant and allocated to the Base Stock Unit Account and
any dividends payable on the stock units had such stock units been actual shares
of Common Stock are converted for record keeping purposes into whole and
fractional stock units based on the closing price of a share of Common Stock on
the date on which the deferral or dividend would otherwise have been paid to the
Participant. A Participant may elect from time to time to reallocate in whole
multiples of 1% or such other percentage determined by the Committee all or any
portion of his Base Stock Unit Account and Reserve Account B among other
available investment options.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; RESERVE ACCOUNT A AND PRIOR PLAN STOCK UNIT ACCOUNT. Reserve Account A has
been credited with compensation deferred by Participants prior to January 1,
1996 together with attributed earnings on such deferrals through December 31,
2000. No further deferrals, contributions or credits of any kind will be made to
this account on behalf of a Participant except that Reserve Account A will be
credited with an interest equivalent at an annual rate on a nonconsolidated
basis equal to the greater of (i) 6% or (ii) the WPS&nbsp;Resources ROE for the
12-month period ended on the preceding February 28 or 29 for the months of April
through September and ending on the preceding August 31 for the months of
October through March. The Committee may revise the interest equivalent rate for
Reserve Account A or the manner in which such rate is calculated, but the rate
may not be reduced below 6% per annum.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Prior Plan WPS Stock Unit Account is limited to WPS&nbsp;Resources stock
units credited to a Participant through June 30, 2001, together with additional
stock units credited on the basis of dividends that would be payable on the
stock units if such units were actual shares.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Participants will have no rights of a shareholder resulting from the stock
units in their accounts. WPS&nbsp;Resources may, however, elect to have shares
of Common Stock purchased by the WPS&nbsp;Resources Corporation Deferred
Compensation Trust (the &quot;Trust&quot;) in an amount equal to a portion of
the stock units in the stock accounts. Under the Trust, although Participants
under the Plan will have no proprietary interest in shares purchased by the
Trust and will remain general unsecured creditors of WPS&nbsp;Resources with
respect to amounts deferred under the Plan, shares held by the Trust will for
purposes of exercising voting rights, be allocated proportionately to the share
units in the respective Participants' stock accounts and voted in accordance
with the instructions of such Participants.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ELECTIONS AND REALLOCATIONS. Elections respecting deferrals may be revised
prospectively prior to the beginning of each payroll period. Each Participant
may also elect to reallocate his or her account (other than the portion deemed
to be invested in Reserve Account&nbsp;A, Pre-July&nbsp;1, 2001 Reserve
Account&nbsp;B the Prior Plan WPS Stock Unit Account and the Incentive Stock
Unit Account) among available investment options. Reallocations shall be made in
whole multiples of 1% or such other percentage determined by the Committee. In
the case of Participants subject to Section 16 of the Securities Exchange Act of
1934, as amended, reallocations into or out of WPS&nbsp;Resources stock units
are prohibited if made within 6 months following an opposite way allocation or
reallocation, <u>i.e.</u>, a reallocation out of stock units may not occur
within 6 months following an allocation or reallocation into stock units, and a
reallocation into stock units may not occur within 6 months following a
reallocation out of stock units.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; DISTRIBUTIONS. Distributions from Deferred Compensation Plan Accounts will be
made in 1 to 15 annual installments, as elected by the Participant and, unless
the Participant has selected a later commencement date (which will in no event
be later than the first distribution period following the Participant's
attainment of age 72), will commence within 60&nbsp;days following the end of
the calendar year in which occurs the Participant's retirement or termination of
employment or service. A Participant may modify a distribution election with
respect to timing and number of installments, but such revision will take effect
only if the Participant remains employed by WPS&nbsp;Resources or a direct or
indirect subsidiary of WPS&nbsp;Resources that participates in the Plan for 12
consecutive months following the revised election. For purposes of determining
distribution amounts, the value of Common Stock distributed will be valued on
the basis of the closing price as reported in The <u>Wall Street Journal</u> as
New York Stock Exchange Composite Transactions listing on January 21 (or if not
a trading day, the next preceding trading day) of each year.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Distributions attributable to a Participant's stock accounts shall be made in
cash and/or whole shares of Common Stock as determined by the Compensation
Committee in its sole discretion. Distributions attributable to Reserve Accounts
A and B will be made in cash. Unless a Participant otherwise elects, income tax
on each distribution will be withheld from the cash portion of the distribution
and Common Stock will be used to satisfy withholding obligations only to the
extent that the cash portion of the distribution is insufficient.</p>
        <p>ITEM 5. <u>INTERESTS OF NAMED EXPERTS AND COUNSEL</u>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable.</p>
        <p>ITEM 6. <u>INDEMNIFICATION OF DIRECTORS AND OFFICERS</u>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the Wisconsin Business Corporation law and Article VI of the
By-Laws of each of WPS&nbsp;Resources and the Company, directors and officers of
each of WPS&nbsp;Resources and the Company are entitled to mandatory
indemnification from each of WPS&nbsp;Resources and the Company, respectively,
against certain liabilities and expenses to the extent such officers or
directors are successful on the merits or otherwise in connection with a
proceeding, unless it is determined that the director or officer breached or
failed to perform his duties to WPS&nbsp;Resources and/or the Company, as the
case may be, and such breach or failure constituted: (a) a willful failure to
deal fairly with WPS&nbsp;Resources and/or the Company, as the case may be, or
their respective shareholders in connection with a matter in which the director
or officer had a material conflict of interest; (b) a violation of the criminal
law unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should also be noted
that the Wisconsin Business Corporation Law specifically states that it is the
policy of Wisconsin to require or permit indemnification in connection with a
proceeding involving securities regulation, as described therein, to the extent
required or permitted as described above. Additionally, under the Wisconsin
Business Corporation Law, directors of WPS&nbsp;Resources and the Company are
not subject to personal liability to WPS&nbsp;Resources and/or the Company, as
the case may be, their respective shareholders or any person asserting rights on
behalf thereof for certain breaches or failures to perform any duty resulting
solely from their status except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The indemnification described above may be broad enough to cover liabilities
under the Securities Act of 1933. The Company and WPS&nbsp;Resources have in
place insurance permitted by the Wisconsin Business Corporation Law on behalf of
its officers and directors which may cover liabilities under the Securities Act
of 1933.</p>
        <p>ITEM 7. <u>EXEMPTION FROM REGISTRATION CLAIMED</u>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not Applicable.</p>
        <p>ITEM 8. <u>EXHIBITS</u>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following exhibits have been filed (except where otherwise indicated) as
part of this Registration Statement:</p>
<p ALIGN="RIGHT">&nbsp;
<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="565">
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
      <u>
      <p ALIGN="CENTER">EXHIBIT NO.</u></td>
    <td WIDTH="73%" VALIGN="TOP"><u>
      <p>EXHIBIT</u></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="73%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
      <p ALIGN="CENTER">4</td>
    <td WIDTH="73%" VALIGN="TOP">
      <p>WPS&nbsp;Resources Corporation Deferred Compensation Plan, as amended</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
      <p ALIGN="CENTER">5</td>
    <td WIDTH="73%" VALIGN="TOP">
      <p>Opinion of Foley &amp; Lardner</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
      <p ALIGN="CENTER">23.1</td>
    <td WIDTH="73%" VALIGN="TOP">
      <p>Consent of Arthur Andersen LLP</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
      <p ALIGN="CENTER">23.2</td>
    <td WIDTH="73%" VALIGN="TOP">
      <p>Consent of Foley &amp; Lardner (contained in Exhibit 5)</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
      <p ALIGN="CENTER">24</td>
    <td WIDTH="73%" VALIGN="TOP">
      <p>Powers of Attorney (contained in the signature pages hereto)</td>
  </tr>
</table>
        <p>ITEM 9. <u>UNDERTAKINGS</u>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) The undersigned Registrants hereby undertake:</p>
<blockquote>
  <blockquote>
    <p>(1) To file, during any period in which offers or sales are being made, a
    post-effective amendment to this Registration Statement to include any
    material information with respect to the plan of distribution not previously
    disclosed in the Registration Statement or any material change to such
    information in the Registration Statement.</p>
    <p>(2) That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
    to be a new registration statement relating to the securities offered
    herein, and the offering of such securities at that time shall be deemed to
    be the initial bona fide offering thereof.</p>
    <p>(3) To remove from registration by means of a post-effective amendment
    any of the securities being registered which remain unsold at the
    termination of the offering.</p>
  </blockquote>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of expenses
incurred or paid by a director, officer or controlling person of the Registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.</p>
<p ALIGN="CENTER">SIGNATURES</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form&nbsp;S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Green Bay, and State of Wisconsin, on this 22nd day
of October, 2001.</p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
                  <p>WPS&nbsp;RESOURCES CORPORATION (&quot;WPSR&quot;) and<br>
                  WISCONSIN PUBLIC SERVICE CORPORATION (&quot;WPSC&quot;)</p>
                  <p>&nbsp;</p>
                  <p>By: <u>/s/ Larry L. Weyers<br>
                  </u>Larry L. Weyers<br>
                  Chairman, President, and Chief Executive Officer (WPSR)<br>
                  Chairman and Chief Executive Officer (WPSC)</p>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the Securities Act of 1933, this the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Larry L. Weyers, Joseph&nbsp;P.&nbsp;O'Leary and Barth
J. Wolf, and each of them individually, his or her attorneys-in-fact and agents,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.</p>
<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="685">
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><u>
      <p>Name</u></td>
    <td WIDTH="46%" VALIGN="TOP"><u>
      <p>Capacity</u></td>
    <td WIDTH="21%" VALIGN="TOP"><u>
      <p>Date</u></td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
      <p>&nbsp;</p>
      <u>
      <p>/s/ Larry L. Weyers<br>
      </u>Larry L. Weyers</p>
    </td>
    <td WIDTH="46%" VALIGN="TOP">
      <p>&nbsp;</p>
      <p>Chairman, President, Chief Executive Officer (Principal Executive
      Officer) and Director (WPSR)<br>
      Chairman, Chief Executive Officer (Principal Executive Officer) and
      Director (WPSC)</p>
    </td>
    <td WIDTH="21%" VALIGN="TOP">
      <p>&nbsp;</p>
      <p>October 22, 2001</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
      <p>&nbsp;</p>
      <u>
      <p>/s/ Joseph P. O'Leary<br>
      </u>Joseph P. O'Leary</p>
    </td>
    <td WIDTH="46%" VALIGN="TOP">
      <p>&nbsp;</p>
      <p>Senior Vice President and Chief Financial Officer (Principal Financial
      Officer)</td>
    <td WIDTH="21%" VALIGN="TOP">
      <p>&nbsp;</p>
      <p>October 22, 2001</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
      <p>&nbsp;</p>
      <u>
      <p>/s/ Diane L. Ford<br>
      </u>Diane L. Ford</p>
    </td>
    <td WIDTH="46%" VALIGN="TOP">
      <p>&nbsp;</p>
      <p>Vice President - Controller and Chief Accounting Officer (Principal
      Accounting Officer)</td>
    <td WIDTH="21%" VALIGN="TOP">
      <p>&nbsp;</p>
      <p>October 22, 2001</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="46%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="21%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
      <p></td>
    <td WIDTH="46%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="21%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><u>
      <p>/s/ A. Dean Arganbright<br>
      </u>
      A. Dean Arganbright</p>
    </td>
    <td WIDTH="46%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="21%" VALIGN="TOP">
      <p>October 22, 2001</p>
    </td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
      <p></td>
    <td WIDTH="46%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="21%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><u>
      <p>/s/ Michael S. Ariens<br>
      </u>Michael S. Ariens</p>
    </td>
    <td WIDTH="46%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="21%" VALIGN="TOP">
      <p>October 22, 2001</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
      <p></td>
    <td WIDTH="46%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="21%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><u>
      <p>/s/ R. A. Bemis<br>
      </u>Richard A. Bemis</p>
    </td>
    <td WIDTH="46%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="21%" VALIGN="TOP">
      <p>October 22, 2001</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="46%" VALIGN="TOP">
      <p>&nbsp;</td>
    <td WIDTH="21%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><u>
      <p>/s/ Robert C. Gallagher<br>
      </u>Robert C. Gallagher</p>
    </td>
    <td WIDTH="46%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="21%" VALIGN="TOP">
      <p>October 22, 2001</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
      <p></td>
    <td WIDTH="46%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="21%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><u><font SIZE="3">
      <p>/s/ Kathryn M. Hasselblad-Pascale<br>
      </font></u>Kathryn M. Hasselblad-Pascale</p>
    </td>
    <td WIDTH="46%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="21%" VALIGN="TOP">
      <p>October 22, 2001</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
      <p></td>
    <td WIDTH="46%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="21%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><u>
      <p>/s/ James L. Kemerling<br>
      </u>James L. Kemerling</p>
    </td>
    <td WIDTH="46%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="21%" VALIGN="TOP">
      <p>October 22, 2001</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP">
      <p></td>
    <td WIDTH="46%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="21%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><u>
      <p>/s/ John C. Meng<br>
      </u>John C. Meng</p>
    </td>
    <td WIDTH="46%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="21%" VALIGN="TOP">
      <p>October 22, 2001</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="46%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="21%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><u>
      <p>/s/ Wm. F. Protz &nbsp;<br>
      </u>William F. Protz</p>
    </td>
    <td WIDTH="46%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="21%" VALIGN="TOP">
      <p>October 22, 2001</td>
  </tr>
</table>
<p>&nbsp;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>
The Plan</u>. Pursuant to the requirements of the Securities Act of 1933, the
members of the Compensation and Nominating Committee of the WPS&nbsp;Resources
Corporation Board of Directors who administer the Plan, have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Green Bay, and State of Wisconsin, on this 22nd
day of October, 2001.</p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
                          <p>WPS&nbsp;RESOURCES CORPORATION<br>
                          DEFERRED COMPENSATION PLAN<br>
                          &nbsp;</p>
                          <p>By: <u>/s/ A. Dean Arganbright<br>
                          </u>A. Dean Arganbright</p>
                          <p>&nbsp;</p>
                          <p>By: <u>/s/ Robert C. Gallagher<br>
                          </u>Robert C. Gallagher</p>
                          <p></p>
                          <p>By: <u>/s/ Kathryn M. Hasselblad-Pascale<br>
                          </u>Kathryn M. Hasselblad-Pascale</p>
                          <p>&nbsp;</p>
                          <p>Members of the Compensation and Nominating<br>
                          Committee of the WPS&nbsp;Resources Corporation<br>
                          Board of Directors</p>
                          <p>&nbsp;</p>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
<p ALIGN="CENTER">EXHIBIT INDEX</p>
<p ALIGN="CENTER">WPS&nbsp;RESOURCES CORPORATION<br>
<u>DEFERRED COMPENSATION PLAN</p>
</u>
<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="638">
  <tr>
    <td WIDTH="22%" VALIGN="TOP"><u>
      <p ALIGN="CENTER">Exhibit No.</u></td>
    <td WIDTH="78%" VALIGN="TOP"><u>
      <p>Exhibit</u></td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="78%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP">
      <p ALIGN="CENTER">4</td>
    <td WIDTH="78%" VALIGN="TOP">
      <p>WPS&nbsp;Resources Corporation Deferred Compensation Plan, as amended</td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP">
      <p ALIGN="CENTER">5</td>
    <td WIDTH="78%" VALIGN="TOP">
      <p>Opinion of Foley &amp; Lardner</td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP">
      <p ALIGN="CENTER">23.1</td>
    <td WIDTH="78%" VALIGN="TOP">
      <p>Consent of Arthur Andersen LLP</td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP">
      <p ALIGN="CENTER">23.2</td>
    <td WIDTH="78%" VALIGN="TOP">
      <p>Consent of Foley &amp; Lardner (contained in Exhibit 5)</td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP">
      <p ALIGN="CENTER">24</td>
    <td WIDTH="78%" VALIGN="TOP">
      <p>Powers of Attorney (contained in the signature pages of the
      Registration Statement)</td>
  </tr>
</table>

</body>

</html>
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[{"company-data": {"conformed-name": "WPS RESOURCES CORP", "cik": "0000916863", "assigned-sic": "4931", "irs-number": "391775292", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71990", "film-number": "1763538"}, "business-address": {"street1": "700 N ADAMS ST", "street2": "PO BOX 19001", "city": "GREEN BAY", "state": "WI", "zip": "54307-9001", "phone": "9204334901"}, "mail-address": {"street1": "700 NORTH ADAMS STREET", "street2": "PO BOX 19001", "city": "GREEN BAY", "state": "WI", "zip": "54307-9001"}}, {"company-data": {"conformed-name": "WISCONSIN PUBLIC SERVICE CORP", "cik": "0000107833", "assigned-sic": "4931", "irs-number": "390715160", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71990-01", "film-number": "1763539"}, "business-address": {"street1": "700 NORTH ADAMS STREET", "street2": "PO BOX 19001", "city": "GREEN BAY", "state": "WI", "zip": "54307-9001", "phone": "9204331598"}, "mail-address": {"street1": "700 NORTH ADAMS STREET", "street2": "PO BOX 19001", "city": "GREEN BAY", "state": "WI", "zip": "54307-9001"}}]
File No. _______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
WPS RESOURCES CORPORATION
WISCONSIN PUBLIC SERVICE CORPORATION
(Exact name of registrants as specified in their
      charters)
WISCONSIN
39-1775292
WISCONSIN
39-1715160
(State or other jurisdiction of incorporation or
      organization)
(I.R.S. Employer
Identification No.)
(State or other jurisdiction of incorporation or
      organization)
(I.R.S. Employer
Identification No.)
700 NORTH ADAMS STREET
P. O. BOX 19001
GREEN BAY, WISCONSIN 54307-9001
(Address of principal executive offices)
WPS RESOURCES CORPORATION DEFERRED COMPENSATION
      PLAN
(Full title of the plan)
Larry L. Weyers
Chairman, President, and Chief Executive Officer
WPS Resources Corporation
Chairman and Chief Executive Officer
Wisconsin Public Service Corporation
700 North Adams Street
P. O. Box 19001
Green Bay, Wisconsin 54307-9001
Telephone Number: 920-433-1727
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
Michael S. Nolan
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
Telephone Number: 414-297-5672
CALCULATION OF REGISTRATION FEE
Title of
Securities to
be Registered
Amount
to be
Registered
Proposed Maximum
Offering Price
Per Share
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Deferred Compensation Obligations (1)
$5,300,000
100%
$5,300,000(2)
$1,325
Common Stock, $1.00 par value (1)
62,000 shares
$34.64 (3)
$2,147,680 (3)
$537
(1) The Deferred Compensation Obligations are unsecured obligations of
    WPS Resources Corporation and Wisconsin Public Service Corporation to
    pay deferred compensation in the future to certain of their employees in
    accordance with the terms of the WPS Resources Corporation Deferred
    Compensation Plan. Certain of such Deferred Compensation Obligations may be
    fulfilled, at the option of WPS Resources Corporation or Wisconsin
    Public Service Corporation, as the case may be, in cash or Common Stock of
    WPS Resources Corporation; accordingly, 62,000 shares of Common Stock
    of WPS Resources Corporation are also being registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
    solely for the purpose of calculating the registration fee based on the
    average of the high and low prices of the Common Stock as reported by the
    New York Stock Exchange on October 17, 2001.
The Prospectus contained in this Registration Statement is a combined
Prospectus pursuant to Rule 429 and relates to Registration Nos. 33-65167 and
333-63101-01.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I are
not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.
INCORPORATION OF DOCUMENTS BY REFERENCE
.
The following documents have been previously filed by Wisconsin Public
Service Corporation (the "Company") and WPS Resources Corporation
("WPS Resources") with the Commission and are incorporated herein
by reference:
(a) The Annual Report of the Company and WPS Resources on Form 10-K for
the year ended December 31, 2000, which includes audited financial statements as
of and for the year then ended.
(b) WPS Resources Corporation Deferred Compensation Plan (the
"Plan") Annual Report on Form 11-K for the year ended December 31,
2000, which includes an unaudited financial statement for the year then ended.
(c) All other reports filed by the Company and WPS Resources pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 2000.
(d) The description of the capital stock of WPS Resources contained in
Item 1 of the Company's Registration Statement on Form 8-B, filed June 1, 1994
with the Commission, and any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company, WPS Resources or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of filing of this Registration Statement and prior to such time as the
Company and WPS Resources file a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
ITEM 4.
DESCRIPTION OF SECURITIES
.
The Common Stock of WPS Resources is registered under Section 12 of the
Exchange Act and, accordingly, no description is provided hereunder.
Under the Plan, eligible employees of WPS Resources and its
subsidiaries, including the Company, ("Participant(s)") may defer up
to 75% of such Participant's base compensation (as defined in the Plan), in
increments of 1%, or such lesser amount or percentage as may be established by
the Compensation and Nominating Committee of the Board of Directors of
WPS Resources (the "Committee"). A Participant may defer all or a
portion of the Participant's annual cash bonus, in increments of 1%, to a
maximum of 100% or such lesser amount or percentage as may be established by the
Committee. A Participant may elect to defer payment of any performance shares
awarded to Participant under the WPS Resources Corporation 2001 Omnibus
Incentive Compensation Plan, in an amount equal to 100% of such shares or such
lesser number or percentage as may be established by the Committee. Three
separate accounts are established under the Plan for determining the amount of
benefits accumulated by Participants pursuant to deferrals, an account known as
Reserve Account B, an account known as the Incentive Stock Unit Account, and an
account known as the Base Stock Unit Account. In addition earnings will continue
to be credited to Reserve Account A and the Prior Plan Stock Unit Account. The
obligations ("Obligations") to pay to Participants amounts deferred
into such accounts pursuant to the Plan will be unsecured obligations of the
entity obligated to pay the compensation which was deferred.
RESERVE ACCOUNT B. Reserve Account B will be credited with that portion of a
deferral made by a Participant which such Participant elects to allocate to this
account. Balances of Participants in Reserve Account B will be credited with an
interest equivalent at an annual rate on a non-compounded basis equal to the
greater of (i) 6.0% or (ii) 70% of the ROE (consolidated return on common
shareholders' equity) of WPS Resources for the 12-month period ended on the
preceding February 28 or 29 for the months of April through September and for
the 12-month period ended on the preceding August 31 for the months of October
through March. The Committee may revise the interest equivalent rate for Reserve
Account B or the manner in which such rate is calculated, but the rate may not
be reduced below 6% per annum.
CHANGE IN CONTROL. In the event of a "Change in Control", the
minimum interest equivalent rate under Reserve Accounts A and B shall be the
greater of (i) the rate of interest equivalent otherwise applicable to such
account if such amount were calculated based on the ROE of WPS Resources
(including for this purpose any successor corporation that is the survivor of a
merger with WPS Resources or any successor to that corporation) and all
subsidiaries or (ii) a rate equal to two percentage points above the prime
lending rate of U.S. Bank, N.A. A Change in Control means any of the following
events:
(1)  The acquisition by any person (other than WPS Resources or
            any of its subsidiaries or employee benefit plans or fiduciaries
            therefor) of beneficial ownership of 30% or more of the combined
            voting power of the outstanding securities of WPS Resources;
(2)  One-half or more of the Board of WPS Resources consists of
            persons who are not "Continuing Directors," (i.e., persons
            who were either directors on May 1, 1997, or persons whose
            nominations or elections were recommended or approved by a majority
            of the Continuing Directors then in office);
(3)  Any merger, consolidation, or reorganization of
            WPS Resources with any other corporation resulting in less than
            one-half of the outstanding securities of the surviving or resulting
            entity being owned by former shareholders of WPS Resources
            exclusive of shares owned by certain persons who are affiliated with
            or are substantial shareholders of a party to such transaction;
(4)  Any merger or share exchange involving WPS Resources in
            which WPS Resources is not the controlling or surviving
            corporation except a merger in which the shareholders of
            WPS Resources have the same proportionate ownership of the
            surviving corporation as they held in WPS Resources immediately
            prior to such merger;
(5)  Any sale, lease, exchange, or other transfer (in one transaction
            or a series of related transactions) of all, or substantially all,
            of the assets of WPS Resources other than to a wholly-owned
            subsidiary of WPS Resources; or
(6)  Approval by the shareholders of WPS Resources of any plan or
            proposal for the liquidation or dissolution of WPS Resources.
INCENTIVE STOCK UNIT ACCOUNT. The Incentive Stock Unit Account is a "buy
only" account which will be credited with that portion of a deferral of
annual bonus and long-term incentive plan award deferrals which a Participant
elects to allocate to this account. All eligible deferrals made by or on behalf
of a Participant and allocated to the Incentive Stock Unit Account, all of a
Participant's matching contribution credits under the Company's Administrative
Employee's Savings Plan and any dividends payable on the stock units had such
stock units been actual shares of common stock are converted, for record keeping
purposes, into whole and fractional stock units based on the closing price of a
share of WPS Resources common stock ("Common Stock") on the date
on which the deferral, credit or dividend would otherwise have been paid to the
Participant.
BASE STOCK UNIT ACCOUNT. The Base Stock Unit Account will be credited with
that portion of a deferral of base compensation and annual bonus awards which a
Participant elects to allocate to this account. All eligible deferrals made by
or on behalf of a Participant and allocated to the Base Stock Unit Account and
any dividends payable on the stock units had such stock units been actual shares
of Common Stock are converted for record keeping purposes into whole and
fractional stock units based on the closing price of a share of Common Stock on
the date on which the deferral or dividend would otherwise have been paid to the
Participant. A Participant may elect from time to time to reallocate in whole
multiples of 1% or such other percentage determined by the Committee all or any
portion of his Base Stock Unit Account and Reserve Account B among other
available investment options.
RESERVE ACCOUNT A AND PRIOR PLAN STOCK UNIT ACCOUNT. Reserve Account A has
been credited with compensation deferred by Participants prior to January 1,
1996 together with attributed earnings on such deferrals through December 31,
2000. No further deferrals, contributions or credits of any kind will be made to
this account on behalf of a Participant except that Reserve Account A will be
credited with an interest equivalent at an annual rate on a nonconsolidated
basis equal to the greater of (i) 6% or (ii) the WPS Resources ROE for the
12-month period ended on the preceding February 28 or 29 for the months of April
through September and ending on the preceding August 31 for the months of
October through March. The Committee may revise the interest equivalent rate for
Reserve Account A or the manner in which such rate is calculated, but the rate
may not be reduced below 6% per annum.
The Prior Plan WPS Stock Unit Account is limited to WPS Resources stock
units credited to a Participant through June 30, 2001, together with additional
stock units credited on the basis of dividends that would be payable on the
stock units if such units were actual shares.
Participants will have no rights of a shareholder resulting from the stock
units in their accounts. WPS Resources may, however, elect to have shares
of Common Stock purchased by the WPS Resources Corporation Deferred
Compensation Trust (the "Trust") in an amount equal to a portion of
the stock units in the stock accounts. Under the Trust, although Participants
under the Plan will have no proprietary interest in shares purchased by the
Trust and will remain general unsecured creditors of WPS Resources with
respect to amounts deferred under the Plan, shares held by the Trust will for
purposes of exercising voting rights, be allocated proportionately to the share
units in the respective Participants' stock accounts and voted in accordance
with the instructions of such Participants.
ELECTIONS AND REALLOCATIONS. Elections respecting deferrals may be revised
prospectively prior to the beginning of each payroll period. Each Participant
may also elect to reallocate his or her account (other than the portion deemed
to be invested in Reserve Account A, Pre-July 1, 2001 Reserve
Account B the Prior Plan WPS Stock Unit Account and the Incentive Stock
Unit Account) among available investment options. Reallocations shall be made in
whole multiples of 1% or such other percentage determined by the Committee. In
the case of Participants subject to Section 16 of the Securities Exchange Act of
1934, as amended, reallocations into or out of WPS Resources stock units
are prohibited if made within 6 months following an opposite way allocation or
reallocation,
i.e.
, a reallocation out of stock units may not occur
within 6 months following an allocation or reallocation into stock units, and a
reallocation into stock units may not occur within 6 months following a
reallocation out of stock units.
DISTRIBUTIONS. Distributions from Deferred Compensation Plan Accounts will be
made in 1 to 15 annual installments, as elected by the Participant and, unless
the Participant has selected a later commencement date (which will in no event
be later than the first distribution period following the Participant's
attainment of age 72), will commence within 60 days following the end of
the calendar year in which occurs the Participant's retirement or termination of
employment or service. A Participant may modify a distribution election with
respect to timing and number of installments, but such revision will take effect
only if the Participant remains employed by WPS Resources or a direct or
indirect subsidiary of WPS Resources that participates in the Plan for 12
consecutive months following the revised election. For purposes of determining
distribution amounts, the value of Common Stock distributed will be valued on
the basis of the closing price as reported in The
Wall Street Journal
as
New York Stock Exchange Composite Transactions listing on January 21 (or if not
a trading day, the next preceding trading day) of each year.
Distributions attributable to a Participant's stock accounts shall be made in
cash and/or whole shares of Common Stock as determined by the Compensation
Committee in its sole discretion. Distributions attributable to Reserve Accounts
A and B will be made in cash. Unless a Participant otherwise elects, income tax
on each distribution will be withheld from the cash portion of the distribution
and Common Stock will be used to satisfy withholding obligations only to the
extent that the cash portion of the distribution is insufficient.
ITEM 5.
INTERESTS OF NAMED EXPERTS AND COUNSEL
.
Not applicable.
ITEM 6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
.
Pursuant to the Wisconsin Business Corporation law and Article VI of the
By-Laws of each of WPS Resources and the Company, directors and officers of
each of WPS Resources and the Company are entitled to mandatory
indemnification from each of WPS Resources and the Company, respectively,
against certain liabilities and expenses to the extent such officers or
directors are successful on the merits or otherwise in connection with a
proceeding, unless it is determined that the director or officer breached or
failed to perform his duties to WPS Resources and/or the Company, as the
case may be, and such breach or failure constituted: (a) a willful failure to
deal fairly with WPS Resources and/or the Company, as the case may be, or
their respective shareholders in connection with a matter in which the director
or officer had a material conflict of interest; (b) a violation of the criminal
law unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should also be noted
that the Wisconsin Business Corporation Law specifically states that it is the
policy of Wisconsin to require or permit indemnification in connection with a
proceeding involving securities regulation, as described therein, to the extent
required or permitted as described above. Additionally, under the Wisconsin
Business Corporation Law, directors of WPS Resources and the Company are
not subject to personal liability to WPS Resources and/or the Company, as
the case may be, their respective shareholders or any person asserting rights on
behalf thereof for certain breaches or failures to perform any duty resulting
solely from their status except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
The indemnification described above may be broad enough to cover liabilities
under the Securities Act of 1933. The Company and WPS Resources have in
place insurance permitted by the Wisconsin Business Corporation Law on behalf of
its officers and directors which may cover liabilities under the Securities Act
of 1933.
ITEM 7.
EXEMPTION FROM REGISTRATION CLAIMED
.
Not Applicable.
ITEM 8.
EXHIBITS
.
The following exhibits have been filed (except where otherwise indicated) as
part of this Registration Statement:
EXHIBIT NO.
EXHIBIT
4
WPS Resources Corporation Deferred Compensation Plan, as amended
5
Opinion of Foley & Lardner
23.1
Consent of Arthur Andersen LLP
23.2
Consent of Foley & Lardner (contained in Exhibit 5)
24
Powers of Attorney (contained in the signature pages hereto)
ITEM 9.
UNDERTAKINGS
.
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
    post-effective amendment to this Registration Statement to include any
    material information with respect to the plan of distribution not previously
    disclosed in the Registration Statement or any material change to such
    information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
    to be a new registration statement relating to the securities offered
    herein, and the offering of such securities at that time shall be deemed to
    be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
    any of the securities being registered which remain unsold at the
    termination of the offering.
(b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of expenses
incurred or paid by a director, officer or controlling person of the Registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Green Bay, and State of Wisconsin, on this 22nd day
of October, 2001.
WPS RESOURCES CORPORATION ("WPSR") and
WISCONSIN PUBLIC SERVICE CORPORATION ("WPSC")
By:
/s/ Larry L. Weyers
Larry L. Weyers
Chairman, President, and Chief Executive Officer (WPSR)
Chairman and Chief Executive Officer (WPSC)
Pursuant to the requirements of the Securities Act of 1933, this the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Larry L. Weyers, Joseph P. O'Leary and Barth
J. Wolf, and each of them individually, his or her attorneys-in-fact and agents,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Name
Capacity
Date
/s/ Larry L. Weyers
Larry L. Weyers
Chairman, President, Chief Executive Officer (Principal Executive
      Officer) and Director (WPSR)
Chairman, Chief Executive Officer (Principal Executive Officer) and
      Director (WPSC)
October 22, 2001
/s/ Joseph P. O'Leary
Joseph P. O'Leary
Senior Vice President and Chief Financial Officer (Principal Financial
      Officer)
October 22, 2001
/s/ Diane L. Ford
Diane L. Ford
Vice President - Controller and Chief Accounting Officer (Principal
      Accounting Officer)
October 22, 2001
/s/ A. Dean Arganbright
A. Dean Arganbright
Director
October 22, 2001
/s/ Michael S. Ariens
Michael S. Ariens
Director
October 22, 2001
/s/ R. A. Bemis
Richard A. Bemis
Director
October 22, 2001
/s/ Robert C. Gallagher
Robert C. Gallagher
Director
October 22, 2001
/s/ Kathryn M. Hasselblad-Pascale
Kathryn M. Hasselblad-Pascale
Director
October 22, 2001
/s/ James L. Kemerling
James L. Kemerling
Director
October 22, 2001
/s/ John C. Meng
John C. Meng
Director
October 22, 2001
/s/ Wm. F. Protz
William F. Protz
Director
October 22, 2001
The Plan
. Pursuant to the requirements of the Securities Act of 1933, the
members of the Compensation and Nominating Committee of the WPS Resources
Corporation Board of Directors who administer the Plan, have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Green Bay, and State of Wisconsin, on this 22nd
day of October, 2001.
WPS RESOURCES CORPORATION
DEFERRED COMPENSATION PLAN
By:
/s/ A. Dean Arganbright
A. Dean Arganbright
By:
/s/ Robert C. Gallagher
Robert C. Gallagher
By:
/s/ Kathryn M. Hasselblad-Pascale
Kathryn M. Hasselblad-Pascale
Members of the Compensation and Nominating
Committee of the WPS Resources Corporation
Board of Directors
EXHIBIT INDEX
WPS RESOURCES CORPORATION
DEFERRED COMPENSATION PLAN
Exhibit No.
Exhibit
4
WPS Resources Corporation Deferred Compensation Plan, as amended
5
Opinion of Foley & Lardner
23.1
Consent of Arthur Andersen LLP
23.2
Consent of Foley & Lardner (contained in Exhibit 5)
24
Powers of Attorney (contained in the signature pages of the
      Registration Statement)