ML19254F402
| ML19254F402 | |
| Person / Time | |
|---|---|
| Site: | 05000502 |
| Issue date: | 10/16/1979 |
| From: | Wallace A SECURITIES & EXCHANGE COMMISSION |
| To: | Case E Office of Nuclear Reactor Regulation |
| Shared Package | |
| ML19254F403 | List: |
| References | |
| NUDOCS 7911090199 | |
| Download: ML19254F402 (5) | |
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- (Q"/j SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON. D.C.
20549 DIVISION OF conwonanos nn4sce Octobe. 16, 1979 4.
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Mr. Diison G. Case, Activity Director U. S. Nuclear Regulatory Ccmnission Office of Nuclear Regulation Washington, DC 20425 Re: Wisconsin Public Service Corporation File Ib. 2-65710 (22-10152)
Dear Mr. Case:
i I am enclosing a copy of a registration statcment filed by the above corrpany with this Cumdssion on October 12, 1979 in ccnnection with a proposed public offering of its securities.
Since this company is also under your jurisdiction, you i
may wish to have the registration statement reviewd by arbers
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of your staff, particularly pages 16-30 and give us the benefit of your coments, if any. It would be appreciated if you would forward your conments, to us by October 26, 1979.
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Please furnish the above coninents, if any, di. octly to my attention and should have any questions, please call Mr.
Joseph J. Sano at 272-3316 Sincerely, s
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j.:i,w Ann D. Wallace Branch Chief Enclosure 1309 323
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~ ' u.jy-WISCONSIN P.U B LI C S E RVIC E CO R PO R ATIO N G
SECURildS A;O DCHOCE Cawsich P.O. Box 700, Green Bay, Wisconsin 54305 FEE RECELVED t
October 10, 1979 OCT 121979 0FFICE OF P.EPORTS
& II;FOT.".\\TIO ; SETWICE3 Securities and Exchange Commission Division of Corporation Finance 500 North Capitol Street, N.W.
Washington, D. C. 20549 Re: Eegictration of $40,000,000 principal amount of First Mortgage Bonds, Series due December 1, 2009, of Wisconsin Public Service Corporation Gentlemen:
Enclosed for filing ir connection with the above registration are the following:
(1) Bank cashier's check to the order of the Securities and Exchange Co micsion in the amount of $8,320.
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(2) Three executed copies of the Regictration Statement on Fo = S-7; including cigned Concents of Experts. Innediately folloeing the facing cheet is a cross-reference cheet showing the location of Form S-7, Part I, items in the Prospectus.
Included in the Registration.9tatement are copies of Powers of Attorney authorizing the person w a signed the Registration Statement to do so in behalf of the persons named therein.
(3) Three sets of all Exhibitc (other than these to be filed b, amendment or those expreccly incorporated by reference).
(4). Three executed copies of Form T-1, by First Wisconsin Trust Company, Miluaukee, Wisconcin.
(5) Ten additional copies of Form S-7, Form T-1 and of each of the following exhibits:
1.01 Proposed form of Pablic Invitation for Proposals for the Purchace of the I:et: Bonds 1.02 Proposed form of Statement of Terms and Conditions Pilatin~ to Prepocalc fer the R:rchase of the I:e. Bonds 1.03 ProPoned forn er ircrral " r the Purchase of the I:o.. Ponds, includ.it.g the propcard fc:- of Purchas.'
Contract for th, i:a I m ir 1.07 ror of qucctionn.i re-fer Tror;2ctive Eidders o mm 1309 324 l *w$o c 2o mqMr L d
Securities and Exchange Co=iscion Pa.3e 2 October 10, 1(J79 2.03 Copy of propo::cd form of New Supple = ental k.
Indenture, dated as of December 1, 1979,
5.12 Brief statement of general effect of franchises and concessions and hydro-electric autherications' held by Wiscensin Public Service Corporation (It is requested that copies of this E> ibit
. be surplied by you to the Federal Energy Regulatory Co=icsion in the event that you submit this filing for review by that Co=iscion) 6 Co=putations of Ratio of Earnings to Fixed Charges 6.01 Computations of the Equity Cc penent cf the Allowance For Funds Used Durirq Cor cuction 6. 02 Computations of Earnirge Per.cnare of Co=cn Stock Also enclosed are ten copiec of a meno descriptive af changes in the Registration Statement and Exhibitc, as. cc= pared to the Cc pany's mest cc parable recent prior filings, together uith two marked copies of the Registration Statement, bidding documents, Exhibit 5.12 and Supplemental Indenture showing all changes reflected in new Exhibit 2.03 We. have reviewed the Releases and Guides mentioned below and the following specific cotants and reprecentations are responsive to the indicated Releases and/orGuideItems:
Release or Guide Item 5231 Use of Form s-7.
"'he Cc pany meets ail of the requirement for the use of Fenr. S-7 as cet forth in Genal Instruction A thereto, and in the opinica of the Cc=pany, the Regictration Statement as initially
. filed complies in all material respects with the Securities Act of 1933 5196 Timely Reportinc. All reports (Forms 10-K,12-K, 8-K and 10-Q) required to be filed by the Company under the Securities Exchange Act of 193h during the years 197h,1975,1976,1977,1978 and 1979 to date, have been time'.y 1iled and are complete.
5170 Environment and Civil Richts. The Company has no material legal pro-5306 ceedings or litigatica lu din,, er kncun to 1 e centemplated pertaining to (a) civil rights matters as referred to in Release 5170 or (b) environmental :nattern as referred to in Eclease 5170 or 53S6, other than set forth under "neincoc-Regulation and D:vironmental "atters" of the Prc3 pectus.
SON Interm t or " e el md "-
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The requ a ed 2 afor r.ation i n includ - 1 (Guide 56) uncer Local Umnio:w and _qerte of & l' roc cactuc, a:: supplied by councel 1:rceived,
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s Securities and Exchange Commission Pace 3 i
j 4936 The provision of Section 1222 of the Internal Revenue Code will not 1 (Guide 18) be applicable because the initial public offering price will be higher than the minimum price of 9S$ of principal arount parable by the
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Underwriters to the Company and such Section cannot be applicable to the 30-year I:ew Bonds unless the initial public offering price were' less than 92$ of principal amount.
4936 Current Financial. Statements and Related Data.
The cc: plete financial (Guide 03) statements and related statistical inrc=atien in the Prospectus are as of July 31, 1979, which is the latest date at which it is practicable at this time of filing to provide them. The co=parative earnings statements to July 31, 1979 were distributed to the holders of all outstanding Common Stoch of the Company with their dividend checks on September 20, 1979 and made generally available to the financial co== unity at that time.
About I;ovember 19, we will advise the Branch Chief or Examiner to whom this filing is assigned of the changes to be made in the public offering Prospectus to include unaudited Octcber results in the paragraph under " Statements of Ince=e" and of any further text to be added in the event of adverse interin developments; but in view of the otherwise normal stability in the results of public utility operations, it is not expected to update the Prospectus with any detailed interim financial statements or statistics beyond July 31, 1979 4936 Reports or Memoranda.
"o report or remorandu of the nature described (Guide 42) in said item has been prepared for or by the Company within the past twelve months. If any remorandum falling within the fra ework of Guide h2 is furnished by any underuriter in response to the Prospective Bidders' Questionnaire, copy will be submitted.
a In view of the similarity of this filing to Registration I:o. 2 48781 (First Mortgage Esnds, September 1973) and the recent Registration I;o. 2-580h5 (First Mortgage Bonds, Februar/1977), ve hereby request that this filing receive only " cursor / revicw" or " limited review" pursuant to the procedures under Releases 33-4934 and 33-5231. You are hereby arvised that our Company, its accountants, its counsel and counsel for the underwriters in this competitive bidding are aware (a) that this filing may receive only a limited and not a customary revieu, and such limited review nay not be relied upon in any degree to indicate that this Registration Statement is true, co plete or accurate; (b) that the statutory burden of full disclosure is on the Company and its directors and principal officers, the underuriters and the named experts, and that as a matter of law such brrden cannot be chifted to your Staff; and (c) of all applicable statutorj responsibilit.ies under the "eurities Act of 1933, as neended.
A copy of the Findings of I'act, Conclusiox cf I.m: and Certificate of Authority cf the l'ublic Cerrice Commincion cf '. ineerin md tha Order of the Michi. an Riblic Fervice Cc:mirsion are enclerd. A co;, af the Supplemental Certifiente of Authority o.' tha "&lle Ucrvi n Cyminsic ef..icconsin, es well as 25 copies of the fir t1 Fren u,
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4' We lu:pe to receive your co==ents not later than Thursda', November 1,
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1979, if at all possible. We expect this Registration Statement.to bece.e effective for bidding by order cr. Friday, November 16, and plan to receive bids on Tuesday, November 27.
In the event that your ec= ents occasion revisions uhich require a pre-effective amendment to the Regi.strats.cn State =ent,,
we intend to file any required amendment promptly. We intend to do ever/ hing t
necesst.r/ to accomplish effectiveness en November 16 for bidding punoses,
in order t; maintain our reserved position on the ec=petitive bidding calendar for bid opening on november 27 We vill await your advice acknowledging receipt of the regictration fee
,. and the ns;ignment of a re6 stration number.
1 Yours very truly,
/ Y u
R. H. Knuth Secretar/ cnd
.J. ::frt.or' Tmrurer kb Attach.
1309 327
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