(Former name or former address, if changed since last report)
_________________
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ]
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ]
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01. Other Events.
On
November 27, 2006, Wisconsin Public Service Corporation (the “Company”) agreed
to sell $125,000,000 aggregate principal amount of its Senior Notes, 5.55% Series Due
December 1, 2036 (the “Senior Notes”) in a public offering through UBS
Securities LLC, Wachovia Capital Markets, LLC, Wedbush Morgan Securities Inc., BMO Capital
Markets, and The Williams Capital Group, L.P. The closing for the sale of the Senior Notes
is scheduled for December 1, 2006. The Senior Notes are registered with the Securities and
Exchange Commission on a Registration Statement on Form S-3 (Registration No. 333-115405).
In connection with the offering of the Senior Notes, final versions of the following are
filed herewith: (1) the Underwriting Agreement, dated November 27, 2006, by and among the
Company and UBS Securities LLC and Wachovia Capital Markets, LLC, for themselves and as
representatives of the other underwriters named therein; (2) the Fifth Supplemental
Indenture, dated December 1, 2006, by and between the Company and U.S. Bank National
Association, as successor trustee, creating the Senior Notes; and (3) the Thirty-Seventh
Supplemental Indenture, dated December 1, 2006, by and between the Company and U.S. Bank
National Association, as successor trustee, creating the Company’s First Mortgage
Bonds, Collateral Series E, which are being pledged as security for the Senior Notes.
Item 9.01. Financial
Statements and Exhibits.
(a)
Not
applicable.
(b)
Not
applicable.
(c)
Not
applicable
(d)
Exhibits.
The following exhibits are being filed herewith:
(1)
Underwriting Agreement, dated as of November 27, 2006, by and among Wisconsin
Public Service Corporation and UBS Securities LLC and Wachovia Capital Markets,
LLC, for themselves and as representatives of the other underwriters named
therein.
(4.1)
Fifth Supplemental Indenture, dated as of December 1, 2006, by and between
Wisconsin Public Service Corporation and U.S. Bank National Association
(successor to Firstar Bank, National Association and Firstar Bank Milwaukee,
N.A., National Association).
(4.2)
Thirty-Seventh Supplemental Indenture, dated as of December 1, 2006, by and
between Wisconsin Public Service Corporation and U.S. Bank National Association
(successor to Firstar Bank, National Association, successor to Firstar Trust
Company, formerly known as First Wisconsin Trust Company).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Underwriting
Agreement, dated as of November 27, 2006, by and among Wisconsin Public Service
Corporation and UBS Securities LLC and Wachovia Capital Markets, LLC, for
themselves and as representatives of the other underwriters named therein.
(4.1)
Fifth
Supplemental Indenture, dated as of December 1, 2006, by and between Wisconsin
Public Service Corporation and U.S. Bank National Association (successor to
Firstar Bank, National Association and Firstar Bank Milwaukee, N.A., National
Association).
(4.2)
Thirty-Seventh
Supplemental Indenture, dated as of December 1, 2006, by and between Wisconsin
Public Service Corporation and U.S. Bank National Association (successor to
Firstar Bank, National Association, successor to Firstar Trust Company,
formerly known as First Wisconsin Trust Company).
Dates Referenced Herein and Documents Incorporated by Reference
