Peoples Energy (NYSE:PGL)
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WPS Resources Corporation (NYSE:WPS) and Peoples Energy Corporation
(NYSE:PGL) today announced the organizational structure for the proposed
combined company and the managers who will fill top positions. The
companies announced the signing of a definitive merger agreement on July
10, 2006, and expect the transaction to close in the first calendar
quarter of 2007, subject to necessary regulatory and shareholder
approvals.
“Joining WPS Resources and Peoples Energy
presents an opportunity to create a structure that is best-positioned to
serve customers, facilitate the full integration of the two companies
and their cultures, operate more efficiently and effectively, and
promote our long-term growth strategy,” said
Larry L. Weyers, 61, chairman, president, and CEO of WPS Resources and
president and CEO of the new company.
“The structure we developed marks an important
milestone in preparing to combine the two organizations. It paves the
way to create a stronger and more competitive Midwest-based diversified
energy company and also indicates that our integration program is
proceeding as planned. Drawing from the talents of both companies, we
have identified leaders for the senior level positions of the new
company and created a process for naming the personnel below them,”
Weyers added.
Organizational Design
The organizational structure for the new company is built around three
distinct entities: the holding company, the operating companies, and a
services group that will provide support services to the holding company
and operating companies.
The Holding Company will oversee the entire organization, take the new
name, and be listed on the New York Stock Exchange.
The Operating Companies, which will compose four operational groups and
will deliver services to WPS Resources’ and
Peoples Energy’s customers. The operational
groups are:
Peoples Energy Production, which will acquire onshore reserves,
primarily natural gas, with upside potential in a limited number of
strategic basins.
The NewCo Gas Group, including Peoples Gas, North Shore Gas,
Minnesota Energy Resources Corp., and Michigan Gas Utilities
Corporation. Other functions within this subsidiary include gas
services and customer relations.
Wisconsin Public Service Corporation (WPSC), including Upper
Peninsula Power Company (UPPCO) and the following functional areas:
energy supply generation, energy delivery, fuels management,
generation planning, energy supply and control, transmission and major
projects.
The NewCo Non-Regulated Group, including WPS Energy Services,
Inc., Peoples Energy Services Corp., and Peoples Energy Resources Corp.
Finally, the new services group comprises the services company, ServCo
LLC, which will provide central support services such as human
resources, finance, and legal to the subsidiaries and to the holding
company; and the external affairs group, which will oversee regulatory,
government relations and community affairs, and corporate communications.
Leaders Named to Manage Combined Company
Weyers also identified many of the combined company’s
senior leaders, who will manage the new company after the transaction
closes. He noted that the process of identifying the new company’s
leaders is ongoing, and many appointments remain to be made in the
months ahead.
The managers named as part of today’s
announcement include:
Holding Company:
Senior Vice President and Chief Financial Officer: Joe O'Leary, 51
Corporate Secretary and Chief Governance Office: Peter Kauffman, 60
Senior Vice President and Chief Human Resources Officer: Bud Treml,
57
Executive Vice President and Chief Development Officer: Phil
Mikulsky, 58
Operating Companies:
President, Peoples Energy Production: Steve Nance, 49
President and Chief Operating Officer: NewCo Gas Group: Larry
Borgard, 44
President of Wisconsin Public Service Corporation: Charlie Schrock,
53
President, NewCo Non-Regulated: Mark Radtke, 45
President, Peoples Gas; and President, North Shore Gas: Desiree
Rogers, 46
President, Minnesota Energy Resources Corp.: Chuck Cloninger, 48
President, Michigan Gas Utilities Corp.: Gary Erickson, 64
Services Group:
Executive Vice President, External Affairs: Tom Meinz, 59
President, Service Company (ServCo LLC): Tom Nardi, 52
Vice President, Government Relations and Community Affairs: Rod
Sierra, 46
Vice President, Regulatory Affairs: Jim Schott, 49
Following the close of the transaction, James R. Boris, 61, the current
lead director for Peoples Energy, will serve as non-executive chairman
of the board. Thomas M. Patrick, 60, chairman, president and CEO of
Peoples Energy, earlier this year announced his intention to retire once
the transaction is completed.
About WPS Resources Corporation
WPS Resources (NYSE:WPS), based in Green Bay, Wisconsin, is a holding
company with five major subsidiaries providing electric and natural gas
energy and related services in both regulated and non-regulated energy
markets. Its largest subsidiary is Wisconsin Public Service Corporation,
a regulated electric and natural gas utility serving northeastern
Wisconsin and a portion of Michigan's Upper Peninsula. Wisconsin Public
Service serves more than 425,000 electric customers and 308,000 natural
gas customers. Another subsidiary, Upper Peninsula Power Company, is a
regulated electric utility that serves approximately 52,000 electric
customers in Michigan's Upper Peninsula. Michigan Gas Utilities
Corporation is a regulated natural gas utility serving 161,000 customers
in lower Michigan. Minnesota Energy Services Corporation is a regulated
natural gas utility serving more than 200,000 customers throughout
Minnesota.
WPS Resources' major non-regulated subsidiary consists of WPS Energy
Services, Inc., a diversified non-regulated energy supply and services
company serving commercial, industrial and wholesale customers and
aggregated groups of residential customers. Its principal market is the
northeast quadrant of the United States and adjacent portions of Canada.
Its principal operations are in Illinois, Maine, Michigan, Ohio, Texas,
Virginia, and Wisconsin in the United States and Alberta, Ontario, and
Quebec in Canada. WPS Energy Services also owns and/or operates
non-regulated electric generation facilities in Wisconsin, Maine,
Pennsylvania, New York, and New Brunswick, Canada; steam production
facilities in Arkansas and Oregon; and a partial interest in a synthetic
fuel processing facility in Kentucky.
Visit the WPS Resources Web site at www.wpsr.com
for additional information.
About Peoples Energy
Peoples Energy, (NYSE:PGL) a member of the S&P 500, is a diversified
energy company consisting of three primary business segments: Gas
Distribution, Oil and Gas Production, and Energy Assets & Energy
Marketing. Peoples Gas and North Shore Gas, regulated utilities, deliver
natural gas to about one million customers in the City of Chicago and 54
communities in northeastern Illinois. The company’s
non-utility businesses include Peoples Energy Services (PESC) and
Peoples Energy Production (PEP). PESC, launched in 1996, serves more
than 25,000 customers. PESC provides a portfolio of products to manage
energy needs of business, institutional and residential consumers in
today's volatile and complex energy market. The company recently won
approval to offer services in Michigan, Ohio and New York. PEP, founded
in 1998, is primarily focused on acquiring proven, onshore reserves with
upside potential in a limited number of strategic supply basins. Value
is then added through drilling programs, production enhancements and
reservoir optimization. The company’s
acquisition and drilling efforts are primarily focused on natural gas.
Visit the Peoples Energy website at www.peoplesenergy.com
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,”
“may,” “could,”
“project,” “believe”
and other similar words. Forward-looking statements are beyond the
ability of WPS Resources and Peoples Energy to control and, in many
cases, neither WPS Resources nor Peoples Energy can predict what factors
would cause actual results to differ materially from those indicated by
forward-looking statements. Please see WPS Resources’
and Peoples Energy’s periodic reports filed
with the Securities and Exchange Commission (including their 10-Ks and
10-Qs) for listings of certain factors that could cause actual results
to differ materially from those contained in forward-looking statements.
All forward-looking statements included in this press release are based
upon information presently available, and neither WPS Resources nor
Peoples Energy assume any obligation to update any forward-looking
statements.
Additional Information
This communication is not a solicitation of a proxy from any security
holder of WPS Resources Corporation or Peoples Energy Corporation. WPS
Resources Corporation intends to file a registration statement on Form
S-4 with the Securities and Exchange Commission (the “SEC”)
in connection with the proposed transaction. The registration statement
will include a joint proxy statement of WPS Resources Corporation and
Peoples Energy Corporation that also constitutes a prospectus of WPS
Resources Corporation, which will be sent to the shareholders of WPS
Resources Corporation and Peoples Energy Corporation. Shareholders are
urged to read the joint proxy statement/prospectus and any other
relevant document when they become available, because they will contain
important information about WPS Resources Corporation, Peoples Energy
Corporation and the proposed transaction. A definitive proxy statement
will be sent to shareholders of WPS Resources Corporation and Peoples
Energy Corporation seeking approval of the proposed transaction. The
joint proxy statement/prospectus and other documents relating to the
proposed transaction (when they are available) can be obtained free of
charge from the SEC’s website at www.sec.gov.
These documents (when they are available) can also be obtained free of
charge from WPS Resources Corporation upon written request to WPS
Resources Corporation, Attention: Barth J. Wolf, Secretary and Manager -
Legal Services, P.O. Box 19001, Green Bay, Wisconsin 54307-9001, or by
calling (920) 433-1727, or from Peoples Energy Corporation, upon written
request to Peoples Energy Corporation, Attention: Secretary, 130 East
Randolph Drive, 24th Floor, Chicago, Illinois 60601, or by calling (312)
240-4366.
Participants in the Proposed Transaction
WPS Resources Corporation, Peoples Energy Corporation and certain of
their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from shareholders in
connection with the proposed transaction under the rules of the SEC.
Information about the directors and executive officers of WPS Resources
Corporation may be found in its 2005 Annual Report on Form 10-K filed
with the SEC on February 28, 2006 and definitive proxy statement
relating to its 2006 Annual Meeting of Shareholders filed with the SEC
on April 7, 2006. Information about the directors and executive officers
of Peoples Energy Corporation may be found in its Amendment No. 1 to its
2005 Annual Report on Form 10-K filed with the SEC on December 14, 2005
and definitive proxy statement relating to its 2006 Annual Meeting of
Shareholders filed with the SEC on January 1, 2006. These documents can
be obtained free of charge from the sources indicated above. Additional
information regarding the interests of these participants will also be
included in the joint proxy statement/prospectus regarding the proposed
transaction when it becomes available.
Non-Solicitation
This communication 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.
WPS Resources Corporation (NYSE:WPS) and Peoples Energy
Corporation (NYSE:PGL) today announced the organizational structure
for the proposed combined company and the managers who will fill top
positions. The companies announced the signing of a definitive merger
agreement on July 10, 2006, and expect the transaction to close in the
first calendar quarter of 2007, subject to necessary regulatory and
shareholder approvals.
"Joining WPS Resources and Peoples Energy presents an opportunity
to create a structure that is best-positioned to serve customers,
facilitate the full integration of the two companies and their
cultures, operate more efficiently and effectively, and promote our
long-term growth strategy," said Larry L. Weyers, 61, chairman,
president, and CEO of WPS Resources and president and CEO of the new
company.
"The structure we developed marks an important milestone in
preparing to combine the two organizations. It paves the way to create
a stronger and more competitive Midwest-based diversified energy
company and also indicates that our integration program is proceeding
as planned. Drawing from the talents of both companies, we have
identified leaders for the senior level positions of the new company
and created a process for naming the personnel below them," Weyers
added.
Organizational Design
The organizational structure for the new company is built around
three distinct entities: the holding company, the operating companies,
and a services group that will provide support services to the holding
company and operating companies.
The Holding Company will oversee the entire organization, take the
new name, and be listed on the New York Stock Exchange.
The Operating Companies, which will compose four operational
groups and will deliver services to WPS Resources' and Peoples
Energy's customers. The operational groups are:
-- Peoples Energy Production, which will acquire onshore
reserves, primarily natural gas, with upside potential in a
limited number of strategic basins.
-- The NewCo Gas Group, including Peoples Gas, North Shore Gas,
Minnesota Energy Resources Corp., and Michigan Gas Utilities
Corporation. Other functions within this subsidiary include
gas services and customer relations.
-- Wisconsin Public Service Corporation (WPSC), including Upper
Peninsula Power Company (UPPCO) and the following functional
areas: energy supply generation, energy delivery, fuels
management, generation planning, energy supply and control,
transmission and major projects.
-- The NewCo Non-Regulated Group, including WPS Energy Services,
Inc., Peoples Energy Services Corp., and Peoples Energy
Resources Corp.
Finally, the new services group comprises the services company,
ServCo LLC, which will provide central support services such as human
resources, finance, and legal to the subsidiaries and to the holding
company; and the external affairs group, which will oversee
regulatory, government relations and community affairs, and corporate
communications.
Leaders Named to Manage Combined Company
Weyers also identified many of the combined company's senior
leaders, who will manage the new company after the transaction closes.
He noted that the process of identifying the new company's leaders is
ongoing, and many appointments remain to be made in the months ahead.
The managers named as part of today's announcement include:
-0-
*T
Holding Company:
Senior Vice President and Chief Financial Officer: Joe
O'Leary, 51
Corporate Secretary and Chief Governance Office: Peter
Kauffman, 60
Senior Vice President and Chief Human Resources Officer: Bud
Treml, 57
Executive Vice President and Chief Development Officer: Phil
Mikulsky, 58
Operating Companies:
President, Peoples Energy Production: Steve Nance, 49
President and Chief Operating Officer: NewCo Gas Group: Larry
Borgard, 44
President of Wisconsin Public Service Corporation: Charlie
Schrock, 53
President, NewCo Non-Regulated: Mark Radtke, 45
President, Peoples Gas; and President, North Shore Gas:
Desiree Rogers, 46
President, Minnesota Energy Resources Corp.: Chuck Cloninger,
48
President, Michigan Gas Utilities Corp.: Gary Erickson, 64
Services Group:
Executive Vice President, External Affairs: Tom Meinz, 59
President, Service Company (ServCo LLC): Tom Nardi, 52
Vice President, Government Relations and Community Affairs:
Rod Sierra, 46
Vice President, Regulatory Affairs: Jim Schott, 49
*T
Following the close of the transaction, James R. Boris, 61, the
current lead director for Peoples Energy, will serve as non-executive
chairman of the board. Thomas M. Patrick, 60, chairman, president and
CEO of Peoples Energy, earlier this year announced his intention to
retire once the transaction is completed.
About WPS Resources Corporation
WPS Resources (NYSE:WPS), based in Green Bay, Wisconsin, is a
holding company with five major subsidiaries providing electric and
natural gas energy and related services in both regulated and
non-regulated energy markets. Its largest subsidiary is Wisconsin
Public Service Corporation, a regulated electric and natural gas
utility serving northeastern Wisconsin and a portion of Michigan's
Upper Peninsula. Wisconsin Public Service serves more than 425,000
electric customers and 308,000 natural gas customers. Another
subsidiary, Upper Peninsula Power Company, is a regulated electric
utility that serves approximately 52,000 electric customers in
Michigan's Upper Peninsula. Michigan Gas Utilities Corporation is a
regulated natural gas utility serving 161,000 customers in lower
Michigan. Minnesota Energy Services Corporation is a regulated natural
gas utility serving more than 200,000 customers throughout Minnesota.
WPS Resources' major non-regulated subsidiary consists of WPS
Energy Services, Inc., a diversified non-regulated energy supply and
services company serving commercial, industrial and wholesale
customers and aggregated groups of residential customers. Its
principal market is the northeast quadrant of the United States and
adjacent portions of Canada. Its principal operations are in Illinois,
Maine, Michigan, Ohio, Texas, Virginia, and Wisconsin in the United
States and Alberta, Ontario, and Quebec in Canada. WPS Energy Services
also owns and/or operates non-regulated electric generation facilities
in Wisconsin, Maine, Pennsylvania, New York, and New Brunswick,
Canada; steam production facilities in Arkansas and Oregon; and a
partial interest in a synthetic fuel processing facility in Kentucky.
Visit the WPS Resources Web site at www.wpsr.com for additional
information.
About Peoples Energy
Peoples Energy, (NYSE:PGL) a member of the S&P 500, is a
diversified energy company consisting of three primary business
segments: Gas Distribution, Oil and Gas Production, and Energy Assets
& Energy Marketing. Peoples Gas and North Shore Gas, regulated
utilities, deliver natural gas to about one million customers in the
City of Chicago and 54 communities in northeastern Illinois. The
company's non-utility businesses include Peoples Energy Services
(PESC) and Peoples Energy Production (PEP). PESC, launched in 1996,
serves more than 25,000 customers. PESC provides a portfolio of
products to manage energy needs of business, institutional and
residential consumers in today's volatile and complex energy market.
The company recently won approval to offer services in Michigan, Ohio
and New York. PEP, founded in 1998, is primarily focused on acquiring
proven, onshore reserves with upside potential in a limited number of
strategic supply basins. Value is then added through drilling
programs, production enhancements and reservoir optimization. The
company's acquisition and drilling efforts are primarily focused on
natural gas. Visit the Peoples Energy website at www.peoplesenergy.com
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," "may," "could," "project," "believe"
and other similar words. Forward-looking statements are beyond the
ability of WPS Resources and Peoples Energy to control and, in many
cases, neither WPS Resources nor Peoples Energy can predict what
factors would cause actual results to differ materially from those
indicated by forward-looking statements. Please see WPS Resources' and
Peoples Energy's periodic reports filed with the Securities and
Exchange Commission (including their 10-Ks and 10-Qs) for listings of
certain factors that could cause actual results to differ materially
from those contained in forward-looking statements. All
forward-looking statements included in this press release are based
upon information presently available, and neither WPS Resources nor
Peoples Energy assume any obligation to update any forward-looking
statements.
Additional Information
This communication is not a solicitation of a proxy from any
security holder of WPS Resources Corporation or Peoples Energy
Corporation. WPS Resources Corporation intends to file a registration
statement on Form S-4 with the Securities and Exchange Commission (the
"SEC") in connection with the proposed transaction. The registration
statement will include a joint proxy statement of WPS Resources
Corporation and Peoples Energy Corporation that also constitutes a
prospectus of WPS Resources Corporation, which will be sent to the
shareholders of WPS Resources Corporation and Peoples Energy
Corporation. Shareholders are urged to read the joint proxy
statement/prospectus and any other relevant document when they become
available, because they will contain important information about WPS
Resources Corporation, Peoples Energy Corporation and the proposed
transaction. A definitive proxy statement will be sent to shareholders
of WPS Resources Corporation and Peoples Energy Corporation seeking
approval of the proposed transaction. The joint proxy
statement/prospectus and other documents relating to the proposed
transaction (when they are available) can be obtained free of charge
from the SEC's website at www.sec.gov. These documents (when they are
available) can also be obtained free of charge from WPS Resources
Corporation upon written request to WPS Resources Corporation,
Attention: Barth J. Wolf, Secretary and Manager - Legal Services, P.O.
Box 19001, Green Bay, Wisconsin 54307-9001, or by calling (920)
433-1727, or from Peoples Energy Corporation, upon written request to
Peoples Energy Corporation, Attention: Secretary, 130 East Randolph
Drive, 24th Floor, Chicago, Illinois 60601, or by calling (312)
240-4366.
Participants in the Proposed Transaction
WPS Resources Corporation, Peoples Energy Corporation and certain
of their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from shareholders in
connection with the proposed transaction under the rules of the SEC.
Information about the directors and executive officers of WPS
Resources Corporation may be found in its 2005 Annual Report on Form
10-K filed with the SEC on February 28, 2006 and definitive proxy
statement relating to its 2006 Annual Meeting of Shareholders filed
with the SEC on April 7, 2006. Information about the directors and
executive officers of Peoples Energy Corporation may be found in its
Amendment No. 1 to its 2005 Annual Report on Form 10-K filed with the
SEC on December 14, 2005 and definitive proxy statement relating to
its 2006 Annual Meeting of Shareholders filed with the SEC on January
1, 2006. These documents can be obtained free of charge from the
sources indicated above. Additional information regarding the
interests of these participants will also be included in the joint
proxy statement/prospectus regarding the proposed transaction when it
becomes available.
Non-Solicitation
This communication 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.