New Organizational Structure Is Designed to Promote Customer
Service, Efficiency and Growth, and Combines Best Features of Both
Companies GREEN BAY, Wis. and CHICAGO, Oct. 9
/PRNewswire-FirstCall/ -- 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
http://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 http://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 http://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. For More Information, Contact:
For WPS Resources Corporation: Kerry Spees (Media) Corporate
Communications Leader (800) 977 2250 Donna M. Sheedy (Investor
Relations) Manager, Investor Relations (920) 433-1857 For Peoples
Energy: Rod Sierra (Media) Vice President, Communications and
Government Relations (312) 240-4567 Douglas Ruschau (Investor
Relations) Vice President, Finance and Treasurer (312) 240-3818
DATASOURCE: WPS Resources Corporation; Peoples Energy Corporation
CONTACT: Media, Kerry Spees, Corporate Communications Leader,
+1-800-977-2250, or Investor Relations, Donna M. Sheedy, Manager,
Investor Relations, +1-920-433-1857, both of WPS Resources
Corporation; or Media, Rod Sierra, Vice President, Communications
and Government Relations, +1-312-240-4567, or Investor Relations,
Douglas Ruschau, Vice President, Finance and Treasurer,
+1-312-240-3818, both of Peoples Energy Web site:
http://www.wpsr.com/ http://www.peoplesenergy.com/
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