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      <p ALIGN="RIGHT">File
      No.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</td>
  </tr>
</table>
<b>
<p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549</p>
</b>
<p ALIGN="RIGHT">&nbsp;
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    <td VALIGN="TOP" COLSPAN="3" width="653"><font SIZE="2">
      <p ALIGN="CENTER">________________________<br>
      FORM S-8<br>
      REGISTRATION STATEMENT<br>
      Under<br>
      <u>
      THE SECURITIES ACT OF 1933<br>
      </u></font></td>
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    <td VALIGN="TOP" COLSPAN="3" width="653"><b>
      <p ALIGN="CENTER"><u>WPS&nbsp;RESOURCES CORPORATION</u></b></td>
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    <td VALIGN="TOP" COLSPAN="3" width="653"><font SIZE="2">
      <p ALIGN="CENTER">(Exact name of registrants as specified in their
      charters)<br>
      </font></td>
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  <tr>
    <td WIDTH="349" VALIGN="TOP"><b>
      <p ALIGN="CENTER"><u>WISCONSIN</u></b></td>
    <td WIDTH="286" VALIGN="TOP" COLSPAN="2"><b>
      <p ALIGN="CENTER"><u>39-1775292</u></b></td>
  </tr>
  <tr>
    <td WIDTH="349" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">(State or other jurisdiction of incorporation or
      organization)</font></td>
    <td WIDTH="286" VALIGN="TOP" COLSPAN="2"><font SIZE="2">
      <p ALIGN="CENTER">(I.R.S. Employer Identification No.)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="3" width="653">
      <p ALIGN="CENTER"><br>
      700 NORTH ADAMS STREET<br>
      P. O. BOX 19001<br>
      <u>
      GREEN BAY, WISCONSIN 54307-9001</u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="3" width="653"><font SIZE="2">
      <p ALIGN="CENTER">(Address of principal executive offices)<br>
      </font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="3" width="653"><b>
      <p ALIGN="CENTER">WPS&nbsp;RESOURCES CORPORATION NON-EMPLOYEE DIRECTOR
      DEFERRED<br>
      <u>
      COMPENSATION AND DEFERRED STOCK UNIT PLAN</u></b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="3" width="653"><font SIZE="2">
      <p ALIGN="CENTER">(Full title of the plan)<br>
      </font></td>
  </tr>
  <tr>
    <td WIDTH="349" VALIGN="TOP" COLSPAN="2"><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</font></p>
    </td>
    <td WIDTH="286" VALIGN="TOP"><b><u><font SIZE="3">
      <p ALIGN="CENTER">Copy to</font></u></b><font SIZE="3">:</font>
      </p>
      <p ALIGN="CENTER"><font SIZE="3">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="3" width="653"><font SIZE="2">
      <p ALIGN="CENTER">______________________________________________________________<br>
      (Name, address and telephone number, including area
      code, of agent for service)<br>
      </font></td>
  </tr>
</table>
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    <td VALIGN="TOP" COLSPAN="5" width="677"><b><font SIZE="2">
      <p ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</font></b></td>
  </tr>
  <tr>
    <td WIDTH="139" VALIGN="TOP"><b><font SIZE="2">
      <p ALIGN="CENTER">Title of Securities<br>
      <u>
      to be Registered</u></font></b></td>
    <td WIDTH="96" VALIGN="TOP"><b><font SIZE="2">
      <p ALIGN="CENTER">Amount to be <u> Registered</u></font></b></td>
    <td WIDTH="169" VALIGN="TOP"><b><font SIZE="2">
      <p ALIGN="CENTER">Proposed Maximum Offering <u> Price Per Share</u></font></b></td>
    <td WIDTH="162" VALIGN="TOP"><b><font SIZE="2">
      <p ALIGN="CENTER">Proposed Maximum <u> Aggregate Offering Price</u></font></b></td>
    <td WIDTH="103" VALIGN="TOP"><b><font SIZE="2">
      <p ALIGN="CENTER">Amount of <u> Registration Fee</u></font></b></td>
  </tr>
  <tr>
    <td WIDTH="139" VALIGN="TOP"><font SIZE="2">
      <p>Deferred Compensation Obligations (1)</font></td>
    <td WIDTH="96" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">$1,000,000</font></td>
    <td WIDTH="169" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">100%</font></td>
    <td WIDTH="162" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">$1,000,000 (2)</font></td>
    <td WIDTH="103" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">$250</font></td>
  </tr>
  <tr>
    <td WIDTH="139" VALIGN="TOP"><font SIZE="2">
      <p>Common Stock, $1.00 par value (1)</font></td>
    <td WIDTH="96" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">30,000 shares</font></td>
    <td WIDTH="169" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">$34.64 (3)</font></td>
    <td WIDTH="162" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">$1,039,200 (3)</font></td>
    <td WIDTH="103" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">$260</font></td>
  </tr>
</table>
  <font SIZE="2">
  <p>(1) The Deferred Compensation Obligations are unsecured obligations of
  WPS&nbsp;Resources Corporation to pay deferred compensation in the future to
  non-employee directors of WPS&nbsp;Resources Corporation and of certain of its
  subsidiaries and affiliates in accordance with the terms of the
  WPS&nbsp;Resources Corporation Non-Employee Director Deferred Compensation and
  Deferred Stock Unit Plan. Certain of such Deferred Compensation Obligations
  may be fulfilled in cash or Common Stock of WPS&nbsp;Resources Corporation;
  accordingly, 30,000 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&nbsp;17, 2001</font>.</p>
<b>
<p ALIGN="CENTER">PART I.<br>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</p>
</b>
<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>
<b>
<p ALIGN="CENTER">PART II.<br>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>
</b>
<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 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 WPS&nbsp;Resources on Form&nbsp;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 Non-Employee Director Deferred
Compensation and Deferred Stock Unit Plan (the &quot;Plan&quot;) Annual Report
on Form&nbsp;11-K for the period beginning on January&nbsp;1, 2001 (the
commencement date of the Plan) and ended on September 30, 2001, which includes
an unaudited financial statement for the period then ended.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) All other reports filed by WPS&nbsp;Resources pursuant to
Section&nbsp;13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the &quot;Exchange Act&quot;), since December&nbsp;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&nbsp;1 of the Company's Registration Statement on Form&nbsp;8-B, filed
June&nbsp;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 WPS&nbsp;Resources or the Plan pursuant
to Sections&nbsp;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
WPS&nbsp;Resources files 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&nbsp;12 of
the Exchange Act and, accordingly, no description is provided hereunder.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Under the Plan, non-employee directors of WPS&nbsp;Resources and of
subsidiaries or affiliates designated for participation by the Board of
Directors of WPS&nbsp;Resources (&quot;Participant(s)&quot;) may defer up to
100% of such Participant's director's fees (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;). 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&nbsp;B,
an account known as the New WPS Stock Unit Account and an account known as the
Deferred Stock Unit&nbsp;Account. In addition, earnings will continue to be
credited to Reserve Account&nbsp;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>
    <b><i>
    <p>&nbsp;&nbsp;&nbsp; Reserve Account B</p>
  </i></b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Reserve Account&nbsp;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)&nbsp;6.0%
or (ii)&nbsp;70% of the ROE (consolidated return on common shareholders' equity)
of WPS&nbsp;Resources for the 12-month period ended on the preceding
February&nbsp;28 or 29 for the months of April through September and for the
12-month period ended on the preceding August&nbsp;31 for the months of October
through March. The Compensation 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>
    <b><i>
    <p>&nbsp;&nbsp;&nbsp; Change In Control</p>
  </i></b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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
(A)&nbsp;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
(B)&nbsp;a rate equal to two percentage points above the prime lending rate of
U.S. Bank, N.A. The minimum rate of interest equivalent under Clause&nbsp;(B)
shall cease to apply to Reserve Account&nbsp;B on the third anniversary date of
the Change in Control in the event that the Participant is actively serving on
the WPS&nbsp;Resources Board of Directors (or on the board of any subsidiary or
affiliate of WPS&nbsp;Resources) on that date. A Change in Control means any of
the following events:</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (1) 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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (2) One-half or more of the Board of WPS&nbsp;Resources consists of persons
who are not &quot;Continuing Directors,&quot; (<u>i.e.</u>, persons who were
either directors on May&nbsp;1, 1997, or persons whose nominations or elections
were recommended or approved by a majority of the Continuing Directors then in
office);</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (3) 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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (4) 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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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&nbsp;Resources other than to a wholly-owned subsidiary of
WPS&nbsp;Resources; or</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (6) Approval by the shareholders of WPS&nbsp;Resources of any plan or
proposal for the liquidation or dissolution of WPS&nbsp;Resources.</p>
    <b><i>
    <p>&nbsp;&nbsp;&nbsp; Deferred Stock Unit Account</p>
  </i></b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Deferred Stock Unit Account is a &quot;buy only&quot; account which will
be credited with that portion of a Participant's director fees which the
WPS&nbsp;Resources Board of Directors elects to be credited to Participants
under the Plan in the form of Deferred Stock Units or which the
WPS&nbsp;Resources Board of Directors requires be deferred and converted into
WPS Stock Units. All eligible deferrals made on behalf of a Participant and
allocated to the Deferred 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 WPS&nbsp;Resources common stock
(&quot;Common Stock&quot;) on the date on which the deferral or dividend would
otherwise have been paid to the Participant.</p>
    <b><i>
    <p>&nbsp;&nbsp;&nbsp; New WPS Stock Unit Account</p>
  </i></b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The New WPS Stock Unit Account will be credited with that portion of director
fees which a Participant elects to allocate to this account. All eligible
deferrals made by or on behalf of a Participant and allocated to the New WPS
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.</p>
    <b><i>
    <p>&nbsp;&nbsp;&nbsp; Reserve Account A and Prior WPS Plan Stock Unit Account</p>
  </i></b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Reserve Account A has been credited with compensation deferred by
Participants prior to January&nbsp;1, 1996 together with attributed earnings on
such deferrals through December&nbsp;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)&nbsp;6% or (ii)&nbsp;the WPS&nbsp;Resources ROE for the 12-month period
ended on the preceding February&nbsp;28 or 29 for the months of April through
September and ending on the preceding August&nbsp;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&nbsp;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>
    <b><i>
    <p>&nbsp;&nbsp;&nbsp; Revision of Elections and Reallocation of Accounts</p>
  </i></b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Elections respecting deferrals may be revised prospectively and will be
effective with respect to director fees earned by the Participant on and after
the Committee accepts the revised election. Each Participant may elect to
reallocate all or any portion of his or her New WPS Stock Unit Account and
Reserve Account&nbsp;B among other available investment options in whole
multiples of 1% or such other percentage determined by the Committee. In the
case of Participants subject to Section&nbsp;16 of the Securities Exchange Act
of 1934, as amended (the &quot;1934 Act&quot;), reallocations into or out of
WPS&nbsp;Resources stock units are prohibited if made within 6&nbsp;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. The
Committee may restrict additional transactions, or impose other rules and
procedures to the extent deemed desirable by the Committee in order to comply
with the 1934 Act.</p>
    <b><i>
    <p>&nbsp;&nbsp;&nbsp; Distributions</p>
  </i></b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Distributions from 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
termination of service on the WPS&nbsp;Resources Board of Directors or on the
board of directors of a subsidiary or affiliate of WPS&nbsp;Resources. 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 an active member of the WPS&nbsp;Resources Board of Directors for 12
consecutive months following the date that the revised election is accepted by
the Committee. 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 <u>The&nbsp;Wall Street Journal</u> as New York Stock Exchange
Composite Transactions listing on January&nbsp;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
whole shares of Common Stock subject only to distribution of cash in lieu of
fractional shares. Distributions attributable to Reserve Accounts&nbsp;A and B
will be made in cash.</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&nbsp;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)&nbsp;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)&nbsp;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)&nbsp;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="594">
  <tr>
    <td WIDTH="18%" VALIGN="TOP"><b>
      <p>Exhibit No.</b></td>
    <td WIDTH="82%" VALIGN="TOP"><b>
      <p>Description</b></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="82%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP">
      <p ALIGN="CENTER">4</td>
    <td WIDTH="82%" VALIGN="TOP">
      <p>WPS&nbsp;Resources Corporation Non-Employee Director Deferred
      Compensation and Deferred Stock Unit Plan</td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="82%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP">
      <p ALIGN="CENTER">5</td>
    <td WIDTH="82%" VALIGN="TOP">
      <p>Opinion of Foley &amp; Lardner</td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="82%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP">
      <p ALIGN="CENTER">23.1</td>
    <td WIDTH="82%" VALIGN="TOP">
      <p>Consent of Arthur Andersen LLP</td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="82%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP">
      <p ALIGN="CENTER">23.2</td>
    <td WIDTH="82%" VALIGN="TOP">
      <p>Consent of Foley &amp; Lardner (contained in Exhibit 5)</td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="82%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP">
      <p ALIGN="CENTER">24</td>
    <td WIDTH="82%" 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>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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>
<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&nbsp;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&nbsp;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>
<b>
<p ALIGN="CENTER">SIGNATURES</p>
</b>
<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><b>WPS&nbsp;RESOURCES CORPORATION</p>
</b>
<p>&nbsp;</p>
<p>By: <u>/s/ Larry L. Weyers<br>
</u>Larry L. Weyers<br>
Chairman, President, and Chief Executive Officer</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="638">
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u>
      <p>Name</u></td>
    <td WIDTH="37%" VALIGN="TOP"><u>
      <p>Capacity</u></td>
    <td WIDTH="27%" VALIGN="TOP"><u>
      <p>Date</u></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>&nbsp;</p>
      <u>
      <p>/s/ Larry L. Weyers<br>
      </u>Larry L. Weyers</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>&nbsp;</p>
      <p>Chairman, President, and Chief Executive Officer (Principal Executive
      Officer) and Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>&nbsp;</p>
      <p>October 22, 2001</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>&nbsp;</p>
      <u>
      <p>/s/ Joseph P. O'Leary<br>
      </u>Joseph P. O'Leary</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>&nbsp;</p>
      <p>Senior Vice President and Chief Financial Officer (Principal Financial
      Officer)</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>&nbsp;</p>
      <p>October 22, 2001</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>&nbsp;</p>
      <u>
      <p>/s/ Diane L. Ford<br>
      </u>Diane L. Ford</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>&nbsp;</p>
      <p>Vice President - Controller and Chief Accounting Officer (Principal
      Accounting Officer)</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>&nbsp;</p>
      <p>October 22, 2001</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>&nbsp;
      <p>&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u>
      <p>/s/ A. Dean Arganbright<br>
      </u>A. Dean Arganbright</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>October 22, 2001</p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u>
      <p></p>
      <p></u></td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u>
      <p>/s/ Michael S. Ariens<br>
      </u>Michael S. Ariens</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>October 22, 2001</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>
      <p>&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u>
      <p>/s/ R. A. Bemis<br>
      </u>Richard A. Bemis</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>October 22, 2001</p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>&nbsp;</p>
      <p>&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u>
      <p>/s/ Robert C. Gallagher<br>
      </u>Robert C. Gallagher</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>October 22, 2001</p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>&nbsp;
      <p>&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u><font SIZE="3">
      <p>/s/ Kathryn M. Hasselblad-Pascale&nbsp;<br>
      </font></u>Kathryn M. Hasselblad-Pascale</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>October 22, 2001</p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u>
      <p>&nbsp;
      <p></u></td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u>
      <p>/s/ James L. Kemerling<br>
      </u>James L. Kemerling</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>October 22, 2001</p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>&nbsp;
      <p>&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u>
      <p>/s/ John C. Meng<br>
      </u>John C. Meng</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>October 22, 2001</p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>&nbsp;
      <p>&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u>
      <p>/s/ Wm. F. Protz<br>
      </u>William F. Protz</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>October 22, 2001</p>
    </td>
  </tr>
</table>
<p>&nbsp;</p>
<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>
NON-EMPLOYEE DIRECTOR DEFERRED<br>
COMPENSATION AND DEFERRED<br>
STOCK UNIT PLAN</p>
<p>&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>&nbsp;</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>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
<b>
<p ALIGN="CENTER">EXHIBIT INDEX</p>
<p ALIGN="CENTER">WPS&nbsp;RESOURCES CORPORATION<br>
<u>DEFERRED COMPENSATION PLAN</p>
</u></b>
<p ALIGN="CENTER"><center>
<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="642">
  <tr>
    <td WIDTH="24%" VALIGN="TOP"><b>
      <p ALIGN="CENTER">&nbsp;Exhibit No.</b></p>
    </td>
    <td WIDTH="76%" VALIGN="TOP"><b>
      <p>Description</b></td>
  </tr>
  <tr>
    <td WIDTH="24%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="76%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="24%" VALIGN="TOP">
      <p ALIGN="CENTER">4</td>
    <td WIDTH="76%" VALIGN="TOP">
      <p>WPS&nbsp;Resources Corporation Non-Employee Director Deferred
      Compensation and Deferred Stock Unit Plan</td>
  </tr>
  <tr>
    <td WIDTH="24%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="76%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="24%" VALIGN="TOP">
      <p ALIGN="CENTER">5</td>
    <td WIDTH="76%" VALIGN="TOP">
      <p>Opinion of Foley &amp; Lardner</td>
  </tr>
  <tr>
    <td WIDTH="24%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="76%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="24%" VALIGN="TOP">
      <p ALIGN="CENTER">23.1</td>
    <td WIDTH="76%" VALIGN="TOP">
      <p>Consent of Arthur Andersen LLP</td>
  </tr>
  <tr>
    <td WIDTH="24%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="76%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="24%" VALIGN="TOP">
      <p ALIGN="CENTER">23.2</td>
    <td WIDTH="76%" VALIGN="TOP">
      <p>Consent of Foley &amp; Lardner (contained in Exhibit 5)</td>
  </tr>
  <tr>
    <td WIDTH="24%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="76%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="24%" VALIGN="TOP">
      <p ALIGN="CENTER">24</td>
    <td WIDTH="76%" VALIGN="TOP">
      <p>Powers of Attorney (contained in the signature pages hereto)</td>
  </tr>
</table>
</center>

</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": "333-71992", "film-number": "1763541"}, "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"}}
File
      No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
WPS RESOURCES CORPORATION
(Exact name of registrants as specified in their
      charters)
WISCONSIN
39-1775292
(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 NON-EMPLOYEE DIRECTOR
      DEFERRED
COMPENSATION AND DEFERRED STOCK UNIT 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
Copy to
:
Michael S. Nolan
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
Telephone Number: 414-297-5672
______________________________________________________________
(Name, address and telephone number, including area
      code, of agent for service)
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)
$1,000,000
100%
$1,000,000 (2)
$250
Common Stock, $1.00 par value (1)
30,000 shares
$34.64 (3)
$1,039,200 (3)
$260
(1) The Deferred Compensation Obligations are unsecured obligations of
  WPS Resources Corporation to pay deferred compensation in the future to
  non-employee directors of WPS Resources Corporation and of certain of its
  subsidiaries and affiliates in accordance with the terms of the
  WPS Resources Corporation Non-Employee Director Deferred Compensation and
  Deferred Stock Unit Plan. Certain of such Deferred Compensation Obligations
  may be fulfilled in cash or Common Stock of WPS Resources Corporation;
  accordingly, 30,000 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
.
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 WPS Resources
Corporation ("WPS Resources") with the Commission and are
incorporated herein by reference:
(a) The Annual Report of 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 Non-Employee Director Deferred
Compensation and Deferred Stock Unit Plan (the "Plan") Annual Report
on Form 11-K for the period beginning on January 1, 2001 (the
commencement date of the Plan) and ended on September 30, 2001, which includes
an unaudited financial statement for the period then ended.
(c) All other reports filed by 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 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
WPS Resources files 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, non-employee directors of WPS Resources and of
subsidiaries or affiliates designated for participation by the Board of
Directors of WPS Resources ("Participant(s)") may defer up to
100% of such Participant's director's fees (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"). 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 New WPS Stock Unit Account and an account known as the
Deferred 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 Compensation 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
(A) 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
(B) a rate equal to two percentage points above the prime lending rate of
U.S. Bank, N.A. The minimum rate of interest equivalent under Clause (B)
shall cease to apply to Reserve Account B on the third anniversary date of
the Change in Control in the event that the Participant is actively serving on
the WPS Resources Board of Directors (or on the board of any subsidiary or
affiliate of WPS Resources) on that date. 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.
Deferred Stock Unit Account
The Deferred Stock Unit Account is a "buy only" account which will
be credited with that portion of a Participant's director fees which the
WPS Resources Board of Directors elects to be credited to Participants
under the Plan in the form of Deferred Stock Units or which the
WPS Resources Board of Directors requires be deferred and converted into
WPS Stock Units. All eligible deferrals made on behalf of a Participant and
allocated to the Deferred 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 WPS Resources common stock
("Common Stock") on the date on which the deferral or dividend would
otherwise have been paid to the Participant.
New WPS Stock Unit Account
The New WPS Stock Unit Account will be credited with that portion of director
fees which a Participant elects to allocate to this account. All eligible
deferrals made by or on behalf of a Participant and allocated to the New WPS
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.
Reserve Account A and Prior WPS 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.
Revision of Elections and Reallocation of Accounts
Elections respecting deferrals may be revised prospectively and will be
effective with respect to director fees earned by the Participant on and after
the Committee accepts the revised election. Each Participant may elect to
reallocate all or any portion of his or her New WPS Stock Unit Account and
Reserve Account B among other available investment options 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 (the "1934 Act"), 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. The
Committee may restrict additional transactions, or impose other rules and
procedures to the extent deemed desirable by the Committee in order to comply
with the 1934 Act.
Distributions
Distributions from 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
termination of service on the WPS Resources Board of Directors or on the
board of directors of a subsidiary or affiliate of WPS Resources. 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 an active member of the WPS Resources Board of Directors for 12
consecutive months following the date that the revised election is accepted by
the Committee. 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
whole shares of Common Stock subject only to distribution of cash in lieu of
fractional shares. Distributions attributable to Reserve Accounts A and B
will be made in cash.
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.
Description
4
WPS Resources Corporation Non-Employee Director Deferred
      Compensation and Deferred Stock Unit Plan
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
By:
/s/ Larry L. Weyers
Larry L. Weyers
Chairman, President, and Chief Executive Officer
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, and Chief Executive Officer (Principal Executive
      Officer) and Director
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
NON-EMPLOYEE DIRECTOR DEFERRED
COMPENSATION AND DEFERRED
STOCK UNIT 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.
Description
4
WPS Resources Corporation Non-Employee Director Deferred
      Compensation and Deferred Stock Unit Plan
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)