PGL Peoples Energy Corp

GREEN BAY, Wis., Feb. 14 /PRNewswire-FirstCall/ -- WPS Resources Corporation (NYSE:WPS) announced today that it intends to offer, subject to certain conditions and in connection with a consent solicitation to be conducted by Peoples Energy Corporation (NYSE:PGL), to fully and unconditionally guarantee (Guaranty) $325,000,000 aggregate principal amount of 6.9% Senior Unsecured Notes due January 15, 2011, of Peoples Energy (Notes). WPS Resources will not issue the Guaranty unless the merger of Peoples Energy with a wholly owned subsidiary of WPS Resources in which Peoples Energy will become a wholly owned subsidiary of WPS Resources is completed and a majority of the holders of the then-outstanding principal amount of Notes agree to certain amendments to the Indenture under which the Notes were issued. Following the merger, the Indenture requires Peoples Energy to continue to file periodic reports with the Securities and Exchange Commission, even though it would otherwise no longer be required to file such reports. The proposed amendments would allow WPS Resources, in lieu of Peoples Energy, to provide the trustee and the holders of the Notes with copies of WPS Resources' annual report on Form 10-K and other periodic reports that WPS Resources is required to file with the Securities and Exchange Commission, and Peoples Energy would no longer be required to file periodic reports with the Securities and Exchange Commission. Immediately upon completion of the merger, WPS Resources will change its name to Integrys Energy Group, Inc. (NYSE:TEG). Under the Guaranty, WPS Resources would fully and unconditionally guarantee for the benefit of the holders of the Notes and the trustee (1) the payment of principal and interest on the Notes and (2) the performance of all other obligations of Peoples Energy to the holders of the Notes or the trustee in accordance with the terms of the Indenture. The Guaranty will be unsecured and will be treated on equal terms with WPS Resources' other general unsecured unsubordinated obligations. This press release does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities. The offering will be made pursuant to a shelf registration statement that WPS Resources will file with the Securities and Exchange Commission. The shelf registration statement will include a Consent Solicitation Statement and Offer to Guarantee. WPS Resources expects to commence the offer within five business days. About WPS Resources Corporation: WPS Resources Corporation, based in Green Bay, Wisconsin, is a holding company with both regulated and nonregulated energy-related subsidiaries. Its wholly owned regulated subsidiaries include Wisconsin Public Service Corporation, an electric and natural gas utility; Minnesota Energy Resources Corporation, a natural gas utility; Michigan Gas Utilities Corporation, a natural gas utility; and Upper Peninsula Power Company, an electric utility. Its wholly owned, nonregulated subsidiary is WPS Energy Services, Inc. Forward-Looking Statements: This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. You can identify these statements by the fact that they do not relate strictly to historical or current facts and often include words such as "anticipate," "expect," "intend" and other similar words. Forward-looking statements are beyond the ability of WPS Resources to control and, in many cases, WPS Resources cannot predict what factors would cause actual results to differ materially from those indicated by forward-looking statements. Please see WPS Resources' periodic reports filed with the Securities and Exchange Commission (including its 10-K and 10- Qs) for a listing of certain factors that could cause actual results to differ materially from those contained in forward-looking statements. Non-Solicitation: This press release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. DATASOURCE: WPS Resources Corporation CONTACT: Joseph P. O'Leary, Senior Vice President and Chief Financial Officer of WPS Resources Corporation, +1-920-433-1463 Web site: http://www.wpsr.com/

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