SEC Company Response from WPS RESOURCES CORP (CIK 0000916863) — Jun 2, 2005
WPS RESOURCES CORP (CIK 0000916863)
Date: June 2, 2005 · CIK: 0000916863 · Accession: 0000897069-05-001366
AI Filing Summary & Sentiment
File numbers found in text: 333-121971, 333-124446
Referenced dates: April 26, 2005
Letter
Via EDGAR and FedEx Division of Corporation Finance Mail Stop 0308 Washington, D.C. 20549 Re: WPS Resources Corporation Registration Statement on Form S-3, as amended File No. 333-121971
Dear Messrs. Owings, Bhaumik and Mittelman:
Following up on my telephone call with Mr. Mittelman on May 16, 2005 and my letter dated April 26, 2005, set forth below is the response of our client, WPS Resources Corporation, a Wisconsin corporation (the "Company"), to the comments of the Staff (the "Staff") of the Securities and Exchange Commission (the "Commission"), as discussed with Mr. Mittelman on May 16th.
* * *
In response to the Staff's comment, the Company has added disclosure to the above-referenced registration statement to discuss potential shareholder assessability pursuant to Section 180.0622(2)(b) of the Wisconsin Business Corporation Law. Please see "Will my shares be subject to further calls or to assessment?" on page 25 of the prospectus to said registration statement.
In addition, the Company has revised its registration statement on Form S-3 (Reg. No. 333-124446), filed with the Commission on April 29, 2005, to parallel the added disclosure in the above-referenced registration statement. Please see "Description of Common Stock--Liability to Further Calls or to Assessment" on pages 18 and 19 of the prospectus to said registration statement.
Finally, the Company advises the Staff that similar disclosure will be added to the Company's future Annual Reports on Form 10-K.
* * *
In order to expedite your review, enclosed in the Federal Express package please find a copy of (1) amendment No. 2 to the above-referenced registration statement, which was filed with the Commission today via EDGAR, that has been marked to show changes from the amended registration statement filed with the Commission on March 21, 2005; and (2) amendment No. 1 to registration statement No. 333-124446, which will be filed with the Commission later today via EDGAR, that has been marked to show changes from the registration statement filed with the Commission on April 29, 2005.
If the Staff has any questions with respect to the foregoing, please contact the undersigned at (414) 297-5668 or Peter D. Fetzer at (414) 297-5596.
Very truly yours,
/s/ Russell E. Ryba
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FOLEY & LARDNER LLP
777 EAST WISCONSIN AVENUE
MILWAUKEE, WI 53202-5306
414.271.2400 TEL
414.297.4900 FAX
www.foley.com
June 2, 2005
WRITER'S DIRECT LINE
414.297.5668
rryba@foley.com Email
Via EDGAR and FedEx
CLIENT/MATTER NUMBER
083697-0101
Mr. H. Christopher Owings
Mr. Pradip Bhaumik
Mr. David Mittelman
U.S. Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 0308
Washington, D.C. 20549
Re:
WPS Resources Corporation
Registration Statement on Form S-3, as amended
File No. 333-121971
Dear Messrs. Owings, Bhaumik and Mittelman:
Following
up on my telephone call with Mr. Mittelman on May 16, 2005 and my letter dated April 26,
2005, set forth below is the response of our client, WPS Resources Corporation, a
Wisconsin corporation (the "Company"), to the comments of the Staff (the "Staff") of the
Securities and Exchange Commission (the "Commission"), as discussed with Mr. Mittelman on
May 16th.
* * *
In
response to the Staff's comment, the Company has added disclosure to the above-referenced
registration statement to discuss potential shareholder assessability pursuant to Section
180.0622(2)(b) of the Wisconsin Business Corporation Law. Please see "Will my shares be
subject to further calls or to assessment?" on page 25 of the prospectus to said
registration statement.
In
addition, the Company has revised its registration statement on Form S-3 (Reg. No.
333-124446), filed with the Commission on April 29, 2005, to parallel the added
disclosure in the above-referenced registration statement. Please see "Description of
Common Stock--Liability to Further Calls or to Assessment" on pages 18 and 19 of the
prospectus to said registration statement.
Finally,
the Company advises the Staff that similar disclosure will be added to the Company's
future Annual Reports on Form 10-K.
* * *
In
order to expedite your review, enclosed in the Federal Express package please find a copy
of (1) amendment No. 2 to the above-referenced registration statement, which was filed
with the Commission today via EDGAR, that has been marked to show changes from the
amended registration statement filed with the Commission on March 21, 2005; and (2)
amendment No. 1 to registration statement No. 333-124446, which will be filed with the
Commission later today via EDGAR, that has been marked to show changes from the
registration statement filed with the Commission on April 29, 2005.
If
the Staff has any questions with respect to the foregoing, please contact the undersigned
at (414) 297-5668 or Peter D. Fetzer at (414) 297-5596.
Very truly yours,
/s/ Russell E. Ryba
Russell E. Ryba
cc:
Barth Wolf
Mark Van De Laarschot
WPS Resources Corporation
BOSTON
BRUSSELS
CHICAGO
DETROIT
JACKSONVILLE
LOS ANGELES
MADISON
MILWAUKEE
NEW YORK
ORLANDO
SACRAMENTO
SAN DIEGO
SAN DIEGO/DEL MAR
SAN FRANCISCO
SILICON VALLEY
TALLAHASSEE
TAMPA
TOKYO
WASHINGTON, D.C.
WEST PALM BEACH