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Integrys Energy Group, Inc.
Stock Investment Plan
Prospectus
8, 000, 000 Shares of Common Stock
($1 Par Value)
With this Prospectus, we offer an opportunity to
purchase our Common Stock, $1 par value, under our
Stock Investment Plan. Participation in our Plan is
open to:
(1) shareholders of record of our Common Stock;
(2) our employees or employees of one of our
majority-owned subsidiaries;
(3) our stock-based employee benefit plans; and
(4) members of the general public, including our
customers, who wish to join our plan.
The price of each share of our Common Stock
purchased under the Plan will be 100% of market
value, determined as provided in the Plan. As a
participant you do not pay brokerage fees or
commissions when purchasing shares under the
Plan. We bear the cost of administering the Plan.
Our common stock is traded on the New York
Stock Exchange under the symbol “TEG.” The last
reported sale price of our common stock on
February 26, 2007 was $57.59.
Neither the Securities and Exchange Commission
nor any state securities commission
has approved or disapproved these securities or
determined if this Prospectus is truthful or
complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is
February 27, 2007
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CONTENTS
GENERAL INFORMATION RESPECTING
STOCK INVESTMENT PLAN...1
THE COMPANY ...3
FORWARD-LOOKING STATEMENTS ...5
PURPOSES, ADVANTAGES AND
DISADVANTAGES OF PLAN, AND ELIGIBILITY
1. What are the purposes of the Plan?...8
2. What are the advantages of the Plan?...8
3. Are there disadvantages to investing
under the Plan?...9
4. Who is eligible to participate in
the Plan? ...9
ADMINISTRATION
5. Who administers the Plan? ...10
PROCEDURE FOR JOINING - ENROLLMENT
AND AUTHORIZATION FORMS
6. How and when may I enroll in
the Plan? ...11
7. What does the Enrollment
Form provide? ...12
8. How do I become a participant
under the Plan if I am not an
Integrys Energy Group
shareholder or employee? ...13
9. How do I make optional cash
payments?...14
SOURCE OF SHARES - PURCHASE PRICES -
INVESTMENT PERIODS
10. What is the source of shares
purchased under the Plan? ...16
11. How do you determine my
purchase price?...16
12. When will you invest my funds
under the Plan?...17
13. How many shares will you
purchase for me during each
Investment Period? ...18
14. Do I incur any fees or expenses?...18
15. Can I withdraw or sell shares
held in my Plan account without
terminating my participation in
the Plan? ...18
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16. May I gift, transfer, or pledge
my shares held in the Plan?...20
17. If I sell or transfer a portion of my
shares, will this terminate my
participation in the Plan or my
dividend reinvestment election?...20
18. How and when may I terminate
participation in the Plan?...20
19. When may I rejoin the Plan? ...21
CERTIFICATES FOR SHARES -
ACCOUNTS - REPORTS
20. Will I receive certificates for shares
purchased?...21
21. In whose name will you maintain
accounts and in whose name
will you register certificates
when issued? ...22
22. May I transfer certificates for shares
of my Common Stock registered in
my name into a Plan account
for safekeeping?...22
23. What reports and other information
will you send to me?...23
OTHER INFORMATION
24. What happens if Integrys Energy Group
issues a stock dividend, declares a
stock split, or has a rights offering?...23
25. How will my shares be voted at
meetings of shareholders?...24
26. What is the responsibility of Integrys
Energy Group under the Plan?...24
27. Who interprets and regulates the
Plan? ...24
28. Can you suspend, modify, or
terminate the Plan? ...24
29. Will my shares be subject to further
calls or to assessment?...25
FEDERAL INCOME TAX CONSEQUENCES ...25
PLAN OF DISTRIBUTION...27
IMPORTANT CONSIDERATIONS ...27
USE OF PROCEEDS ...28
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AVAILABLE INFORMATION ...28
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE...29
LEGAL OPINION...32
EXPERTS...32
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GENERAL INFORMATION RESPECTING STOCK
INVESTMENT PLAN
This Prospectus describes our Stock Investment
Plan. The Plan provides a simple and convenient
method for purchasing additional shares of our
Common Stock without incurring brokerage
commissions or service charges. Please review the
Prospectus carefully and retain it for future reference.
As a participant in the Plan, you have three
alternatives:
Full Dividend Reinvestment. You may reinvest
cash dividends on common shares you hold now and
in the future by purchasing additional Common Stock
at market price. You may also invest at market price
optional cash payments of not less than $25 per
payment nor more than $100, 000 per calendar year.
Partial Dividend Reinvestment. You may
reinvest less than all cash dividends on common
shares you hold now and in the future by purchasing
additional Common Stock at market price and we will
pay the remaining dividends to you in cash. You may
also invest, at market price, optional cash payments
of not less than $25 per payment nor more than
$100, 000 per calendar year.
Optional Cash Payments. While continuing to
receive cash dividends, you may invest at market
price by making optional cash payments of not less
than $25 per payment nor more than $100, 000 per
calendar year.
You may make optional cash payments by
personal check, money order, or automatic deduction
from your bank account.
If you are not currently participating in the Plan
and wish to do so, please complete an Authorization
Form. Beneficial owners whose shares are
registered in a name other than their own (for
example, in the name of a broker or bank nominee)
may participate in the Plan. This can occur by having
those shares transferred into their own name, or by
specifically authorizing and directing their nominee to
participate for their account.
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If you have questions about the Plan, refer to the
back cover of this booklet for information on
contacting our Transfer Agent, American Stock
Transfer & Trust Company.
To the extent required by applicable law in
certain states, shares of Common Stock offered
under the Plan to certain persons in those states are
offered only through American Stock Transfer & Trust
Company or a registered broker/dealer in those
states.
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THE COMPANY
Integrys Energy Group, Inc., incorporated in
1993, is a holding company for regulated utility and
nonregulated business units, and is headquartered in
Chicago, Illinois. On February 21, 2007, pursuant to
that certain Agreement and Plan of Merger dated as
of July 8, 2006, as amended, by and among Peoples
Energy Corporation, Integrys Energy Group (formerly
known as WPS Resources Corporation) and Wedge
Acquisition Corp., a wholly-owned subsidiary of
Integrys Energy Group, the merger of Wedge with
and into Peoples Energy was completed. As a result
of the merger, Peoples Energy became a wholly-
owned subsidiary of Integrys Energy Group.
Integrys Energy Group has seven major
subsidiaries that are identified below. These
subsidiaries provide products and services in both
regulated and nonregulated energy markets. Its
executive offices are located at 130 East Randolph
Drive, Chicago, Il 60601-6207. Its telephone number
is 312-228-5400.
Wisconsin Public Service Corporation is a
regulated electric and natural gas utility serving
northeastern Wisconsin and an adjacent portion of
Upper Michigan. Wisconsin Public Service, established
in 1883, serves electric and natural gas customers while
providing a full range of products and services
customarily offered by regulated electric and natural gas
utilities.
The Peoples Gas Light and Coke Company, is a
natural gas utility. It serves residential, commercial,
and industrial retail sales and transportation
customers within the City of Chicago.
North Shore Gas Company is a natural gas
utility. It serves residential, commercial, and
industrial retail sales and transportation customers in
northeastern Illinois.
Minnesota Energy Resources Corporation is a
natural gas utility serving customers throughout
portions of Minnesota, including Eagan, Rosemount,
Rochester, Fairmount, Bemidji, and Cloquet and
Dakota County.
Michigan Gas Utilities Corporation is a natural
gas utility serving southern Michigan customers in
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and around Grand Haven, Otsego, Benton Harbor,
Coldwater, and Monroe.
Upper Peninsula Power Company is a regulated
electric utility serving 10 of the 15 counties in Upper
Michigan. Established in 1884, Upper Peninsula
Power provides a full range of electric products and
services to customers.
Integrys Energy Services, Inc. is a diversified
nonregulated energy supply and services company
providing retail and wholesale products primarily in
the northeast quadrant of the United States and
adjacent portions of Canada as well as Texas,
Colorado and Alberta, Canada. Established in 1994,
Integrys Energy Services provides natural gas,
electric, and alternate fuel products, real-time energy
management services, energy utilization consulting,
and project development and management. Principal
operations are located in Wisconsin, Ohio, Michigan,
Illinois, Maine, New York, Texas, Colorado, Virginia,
Alberta, Ontario, and Quebec.
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FORWARD-LOOKING STATEMENTS
Except for historical data and statements of
current fact, the information contained or
incorporated by reference in this document
constitutes forward-looking statements within the
meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. Any
references to plans, goals, beliefs or
expectations in respect to future events and
conditions or to estimates are forward-looking
statements. Although we believe that statements
of our expectations are based on reasonable
assumptions, forward-looking statements are
inherently uncertain and subject to risks and
should be viewed with caution. Actual results or
experience could differ materially from the
forward-looking statements as a result of many
factors.
In addition to statements regarding trends or
estimates in Management’s Discussion and
Analysis of Financial Condition and Results of
Operations, forward-looking statements included
or incorporated in this report include, but are not
limited to, statements regarding future:
• Revenues or expenses,
• Capital expenditure projections, and
• Financing sources.
Forward-looking statements involve a
number of risks and uncertainties. There are
many factors that could cause actual results to
differ materially from those expressed or implied
in this report. Some of those factors include:
• Unexpected costs and/or unexpected liabilities
related to the Peoples Energy merger, or the
effects of purchase accounting that may be
different from our expectations;
• The successful combination of the operations of
Integrys Energy Group and Peoples Energy;
• Integrys Energy Group may be unable to achieve
the forecasted synergies or it may take longer or
cost more than expected to achieve these
synergies;
• The credit ratings of Integrys Energy Group or its
subsidiaries could change in the future;
• Resolution of pending and future rate cases and
negotiations (including the recovery of deferred
costs) and other regulatory decisions impacting
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Integrys Energy Group’s regulated businesses;
• The impact of recent and future federal and state
regulatory changes, including legislative and
regulatory initiatives regarding deregulation and
restructuring of the electric and natural gas utility
industries, changes in environmental, tax and
other laws and regulations to which Integrys
Energy Group and its subsidiaries are subject,
as well as changes in application of existing laws
and regulations;
• Current and future litigation, regulatory
investigations, proceedings or inquiries,
including but not limited to, manufactured gas
plant site cleanup, pending United States
Environmental Protection Agency investigations
of Wisconsin Public Service Corporation’s
generation facilities and the appeal of the
decision in the contested case proceeding
regarding the Weston 4 air permit;
• Resolution of audits by the Internal Revenue
Service and various state and Canadian revenue
agencies;
• The effects, extent, and timing of additional
competition or regulation in the markets in which
our subsidiaries operate;
• The impact of fluctuations in commodity prices,
interest rates, and customer demand;
• Available sources and costs of fuels and
purchased power;
• Investment performance of employee benefit
plan assets;
• Advances in technology;
• Effects of and changes in political, legal, and
economic conditions and developments in the
United States and Canada;
• Potential business strategies, including mergers
and acquisitions or dispositions of assets or
businesses, which cannot be assured to be
completed (such as construction of the Weston 4
power plant, and additional investment in
American Transmission Company LLC related to
construction of the Wausau, Wisconsin, to
Duluth, Minnesota, transmission line);
• The direct or indirect effect resulting from
terrorist incidents, natural disasters, or
responses to such events;
• Financial market conditions and the results of
financing efforts, including credit ratings and
risks associated with commodity prices
(particularly natural gas and electricity), interest
rates, and counterparty credit;
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• Weather and other natural phenomena, in
particular the effect of weather on natural gas
and electricity sales;
• The effect of accounting pronouncements issued
periodically by standard-setting bodies; and
• Other factors discussed in other reports that we
file from time to time with the Securities and
Exchange Commission.
Forward-looking statements are subject to
assumptions and uncertainties, therefore actual
results may differ materially from those expressed
or implied by such forward-looking statements.
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PURPOSES, ADVANTAGES AND
DISADVANTAGES OF PLAN, AND ELIGIBILITY
1. What are the purposes of the Plan?
The Plan has two purposes. First, it provides our
shareholders, employees of our company and its
subsidiaries, our stock-based employee benefit plans,
and potential investors in our company with a
convenient and economical method to purchase our
Common Stock and reinvest cash dividends.
Second, the Plan provides us with the ability to sell
our authorized but unissued shares of Common
Stock (or treasury shares, if any) to participants,
which will provide additional equity funds for general
corporate purposes.
2. What are the advantages of the Plan?
The advantages of the Plan include the following:
a. You do not pay brokerage commissions, fees,
or service charges in connection with purchases of
shares under the Plan or for participating in the Plan.
b. American Stock Transfer & Trust Company,
which is acting as custodian for shares acquired
under the Plan, or any successor custodian, or a
nominee for the custodian or the participants under
the Plan holds the shares purchased under the Plan
in its name, and credits the shares purchased under
the Plan to a separate account for each participant.
This relieves you, as a participant in the Plan, of the
responsibility for the safekeeping of multiple
certificates for shares purchased, and it protects you
against loss, theft, or destruction of stock certificates.
c. You will receive a transaction confirmation for
any optional cash payments and the resulting
purchase of shares under the Plan.
d. As long as your account is active, you will also
receive a quarterly year-to-date investment
statement reflecting transactions made to your
account (shares purchased, shares withdrawn,
shares transferred, and shares deposited for
safekeeping).
e. Full investment of funds is possible under the
Plan because the Plan permits fractions of shares, as
well as full shares, to be credited to your account.
You are credited with dividends on both the full and
fractional shares held under the Plan.
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3. Are there disadvantages to investing under
the Plan?
Disadvantages of the Plan include the following:
a. You have no control over the price, and, in
the case of Common Stock purchased or sold in the
open market, the time at which such shares are
purchased or sold for your account. Be aware that
the price of our Common Stock may rise or fall during
the period between requesting a purchase or sale
and the actual purchase or sale. You bear the
market risk associated with fluctuations in the price of
our Common Stock pending completion of a
purchase or sale of shares for your account.
b. No interest will be paid on funds held for you
pending investment under the Plan.
c. There are only two Investment Periods each
month. We must receive optional and initial cash
investments on or before the 3rd day or the 18th day
of the month to be invested during the Investment
Periods in that month. The Investment Periods
generally commence on or about the 5th and the 20th
days of the month. Purchases may be made over a
period of several days in the case of open market
purchases. Monies received after the cutoff date will
be held until the next Investment Period.
4. Who is eligible to participate in the Plan?
You are eligible to participate in the Plan,
provided that:
(a) you meet the requirements for participation
described under Question 6 below; and
(b) in the case of citizens or residents of a
country other than the United States, its territories
and possessions, participation would not violate local
laws applicable to Integrys Energy Group, the Plan,
or such person.
Our stock-based employee benefit plans may
also participate in the Plan.
Also, our employees and employees of our
majority-owned subsidiaries may participate in the
Plan by means of payroll withholding.
If you own shares which are registered in
someone else’s name (such as in the name of a
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broker, nominee, or trustee) and desire to participate
in the Plan, you can join by either:
(a) transferring those shares of Common Stock
which you wish to be part of the Plan into your name,
or
(b) requesting the broker, nominee, or trustee to
participate in the Plan on your behalf.
Your ability to make optional investments under
the Plan through a broker, nominee, or trustee,
however, may be limited depending upon the amount
of optional investments made by the record holder for
its own account or the account of other investors.
Optional investments are limited to $100, 000 per
calendar year for each person or entity (except for our
stock-based employee benefit plans) directly
participating in the Plan.
ADMINISTRATION
5. Who administers the Plan?
Our transfer agent, American Stock Transfer &
Trust Company, has been appointed by us as our
agent to administer the Plan, maintain records, send
statements of account to participants and perform
other duties relating to the Plan, subject to our
direction. American Stock Transfer & Trust Company
will hold for safekeeping the shares of common stock
acquired under the Plan for each participant until
termination of participation in the Plan or receipt of a
request in writing from a participant for all or part of
his or her Plan shares. Shares held by the agent will
be registered in the name of American Stock Transfer
& Trust Company or one of its nominees, as agent for
participants in the Plan. Please mail inquiries and
other communications relating to the Plan to the
following address:
American Stock Transfer & Trust Company
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
If you would rather call, you may reach American
Stock Transfer by dialing 1-800-236-1551.
You can also contact American Stock Transfer
via e-mail. The e-mail address is info@amstock.com.
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You can order or download a Stock Investment
Plan Prospectus and enrollment forms using the
Internet at www.integrysgroup.com under Investor
Information.
An independent securities broker-dealer
registered under the Securities Exchange Act of 1934
will purchase and sell shares of our Common Stock
as the agent for the participants in the Plan. We will
pay or deliver dividends and optional cash payments
which are to be invested under the Plan to an
escrowed account maintained with a bank or as
directed by the independent broker-dealer, promptly
following receipt. The independent broker-dealer will
apply those funds to the purchase of our Common
Stock at the next Investment Period.
We will not provide investment advice with
respect to participation in the Plan.
PROCEDURE FOR JOINING -
ENROLLMENT AND AUTHORIZATION FORMS
6. How and when may I enroll in the Plan?
You may enroll in the Plan by completing and
signing an Enrollment Form. You can obtain
Enrollment Forms by writing, by telephone, by e-mail,
or by ordering a Stock Investment Plan Prospectus
on the Internet. You can also download an
Enrollment Form from the Internet at
www.integrysgroup.com under Investor Information.
If you are not already a shareholder, you will
become a participant after our transfer agent has
received and accepted a properly completed
Enrollment Form, together with an initial investment of
not less than $100.
If you are an existing shareholder, you will
become a participant by completing an Authorization
Form and returning it to our transfer agent.
If you authorize the reinvestment of dividends,
your dividends will be reinvested beginning with the
first dividend paid after the next dividend payment
record date for our Common Stock following receipt
of your properly completed Enrollment Form or
Authorization Form. Our Common Stock dividend
payment record dates are normally the last business
day of February, May, August, and November.
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The independent broker-dealer will invest under
the Plan an optional cash payment received on or
before the 3rd day or the 18th day of any month with
or after receipt of an Enrollment Form or an
Authorization Form during the next Investment Period
following receipt of the payment. Investment Periods
generally commence about the 5th and the 20th days
of each month and continue until the independent
broker-dealer is able to complete all purchases of
Common Stock required to be made under the Plan
for that Investment Period. An optional payment
received after the 3rd day or the 18th day of any
month will be invested during the second succeeding
Investment Period. For example, if the payment is
received on the 4th day of the month, it will not be
invested until the second Investment Period of the
month which generally commences on the 20th day
of the month. If the payment is received on the 19th
day of the month, it will not be invested until the
second succeeding Investment Period meaning that it
would miss the Investment Period that begins on the
20th but would be eligible for the Investment Period
beginning on the 5th of the following month.
7. What does the Enrollment Form provide?
The Enrollment Form authorizes us to:
(a) Enroll you in the Plan.
(b) Apply the initial investment and subsequent
dividends or optional payments, if any, to the
reinvestment provisions of the Plan.
(c) To hold shares of our Common Stock for you
pursuant to the Plan.
The Enrollment Form also authorizes the transfer
agent to work with an independent broker-dealer to
purchase shares of our Common Stock for you
pursuant to the Plan. As you complete the
Enrollment Form, you must indicate how you wish to
participate in the Plan. The following options are
available:
Full Dividend Reinvestment and Optional Cash
Payments. We will reinvest dividends on all shares of
stock registered in your name and on all shares
which are subsequently acquired. We will also
reinvest dividends on all shares held in your Plan
account, and you are eligible to, but are not required
to, make optional cash payments (see the answer to
Question 9).
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Partial Dividend Reinvestment and Optional
Cash Payments. We will continue to pay dividends to
you in cash on the number of shares registered in
your name specified by you on the Enrollment Form.
We will reinvest dividends on all shares held in your
Plan account or all other shares registered in your
name. You are eligible to, but are not required to,
make optional cash payments.
No Reinvestment. We will pay to you in cash
dividends on shares registered in your name and on
shares held in your Plan account. You are eligible to,
but are not required to, make optional cash
payments.
Optional Cash Payments. You may use this
election in combination with any of the investment
options. Under this option, we will use any optional
cash payments received from you to purchase
additional shares of our Common Stock under the
Plan.
Automatic Investment Option. You may use this
election in combination with any of the investment
options. Under this option, you may authorize the
deduction of payments from your checking or savings
account automatically once each month, on the 3rd
day of the month, by electronic means for investment
in the Plan as optional cash payments. You must
allow up to 30 days to initiate this feature or to make
any changes in the amount or bank account from
which the funds are withdrawn.
As described above, you may make optional
cash payments regardless of which Investment option
box is checked on the Form.
If you wish to change your chosen method of
participation in the Plan, you must file a new
Authorization Form.
We will reduce the amount of dividends
reinvested by any amount which is required to be
withheld under an applicable tax or other statute.
8. How do I become a participant under the Plan
if I am not an Integrys Energy Group
shareholder or employee?
If you are not a record holder of our Common
Stock, you must include a minimum initial investment
of at least $100 in United States dollars with your
completed Initial Enrollment Form. You may make
the initial investment by personal check or money
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order payable to American Stock Transfer & Trust
Company. Do not send cash.
An initial investment may not exceed $100, 000
(except for our stock-based employee benefit plans).
We will not pay interest on funds held under the Plan
pending investment. Accordingly, you should
transmit funds so that they reach us on or before the
3rd day or the 18th day of a month.
You may stop the investment of an initial
payment (and receive a refund of that amount) by
notifying us in writing, provided that we receive the
written communication not later than the 3rd day or
the 18th day of the month in which the initial
investment is to be made. No refund of a check or
money order will be made until we have collected the
funds.
9. How do I make optional cash payments?
All Participants
Investment by Check. After you have joined the
Plan; you may make an optional cash payment, which
must be in United States dollars, by mailing or
delivering to our transfer agent a check or money
order payable to American Stock Transfer & Trust
Company. A remittance form should accompany
each payment; however, you may forward the first
optional cash payment without the remittance form.
We will not pay interest on optional cash payments.
Therefore, we recommend that you make optional
payments in time to reach our transfer agent on or
before the 3rd day or the 18th day of any month.
Automatic Investment Option. As an alternative
to sending checks and money orders for optional
cash payments, you may elect to have funds
automatically withdrawn every month from your
checking or savings account at a qualified financial
institution. You may elect the automatic cash
withdrawal option by providing the requested
information on the Authorization Form, providing the
necessary bank account and monthly withdrawal
amount information, and submitting it, together with a
voided blank check or checking or savings account
deposit slip, to our transfer agent. You may change
the amount of money authorized for withdrawal or
terminate an automatic monthly withdrawal of funds
by either completing and submitting to us a new
Authorization Form or writing a letter to us. Our
transfer agent must receive the new Authorization
Form or letter not less than 30 days before the
effective date of the withdrawal.
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Minimum and Maximum Amounts for Optional
Cash Payments. Optional cash payments may differ
in amount, and you are not obligated to make
optional cash payments on a regular basis.
An optional cash payment must be at least $25 per
payment. Your optional cash payments, including the
initial investment, may not exceed $100, 000 in any
calendar year (except for our stock-based employee
benefit plans). We will return to you payments of less
than $25, and all amounts in excess of the $100, 000
cumulative annual limitation.
Payments with Insufficient Funds. We will
impose a $25 service charge for any check or other
deposit for an optional cash investment returned
unpaid. If the deposit is returned, we will consider the
investment “void” and we will sell any shares credited
to your account in anticipation of receiving the
payment to cover the transaction and the service
charge. The number of shares of Common Stock
sold may exceed the number of shares purchased
with the returned deposit due to fluctuations in the
market price and to the service charge.
You may stop the investment of your optional
cash payment (and receive a refund of that amount)
without withdrawing from the Plan by notifying our
transfer agent in writing, provided that the written
communication is received by our transfer agent no
later than the 3rd day or the 18th day of any month.
We will not refund an optional cash payment until we
have actually collected the funds.
Employee Participants
If you are an employee of ours or one of our
majority-owned subsidiaries, you may also participate
in the Plan by means of payroll withholding. The
$100 and $25 minimum for initial investment and
optional cash payments will not apply to investments
made through payroll deduction. To initiate payroll
deductions, an employee must complete and submit
a signed Employee Enrollment Form to our transfer
agent, American Stock Transfer & Trust Company.
We will promptly process Employee Enrollment
Forms so that the payroll deduction begins as
soon as possible. We will withhold the amount
authorized from each of your paychecks. Our
transfer agent will invest all amounts withheld from
your paycheck during the next Investment Period.
We will not pay interest on funds pending investment.
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You may change or discontinue payroll
withholding by submitting a new signed Employee
Enrollment Form indicating the change desired.
A new withholding form will not affect the
authorization to invest amounts previously withheld.
SOURCE OF SHARES - PURCHASE PRICES -
INVESTMENT PERIODS
10. What is the source of shares purchased
under the Plan?
Shares of Common Stock purchased under the
Plan will be either newly issued shares or treasury
shares held by us or, at our option, can be shares
that the independent broker-dealer selected by our
transfer agent purchases in the open market. The
primary consideration in determining the source of
shares of Common Stock for purchases under the
Plan will be our desire or need to increase equity
capital. If we do not desire or need to raise equity
funds externally, the independent broker-dealer will
purchase shares of our Common Stock in the open
market for you as a Plan participant. We will not
change our determination regarding the shares (that
is, from issuing new shares or using treasury shares
to purchasing shares in the open market) more than
once in any calendar quarter. We will not exercise
our right to change the source of purchases of shares
of our Common Stock without a determination by our
Board of Directors or our Chief Financial Officer that
the need to raise additional capital has changed or
that there is another valid reason for the change.
11. How do you determine my purchase price?
Under the Plan, the price for shares we issue (or
treasury shares) will be the average of the high and
low prices of our Common Stock as reported in
New York Stock Exchange composite transactions on
the first day of the Investment Period (the 5th or 20th
days of the month) in which trading of our shares
occurs (or if our Common Stock does not trade on the
Exchange on that date, on the next day on which
trading occurs).
The price for shares purchased on the open
market during an Investment Period will be the
weighted average price of all shares purchased by
the independent broker-dealer during that Investment
Period. We will round to three decimal places. We
will pay all brokerage commissions and other fees in
connection with the purchase of shares for the Plan.
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The prices determined as described above apply to
purchases with reinvested dividends and with initial or
optional cash payments.
You have no control over the price, and, in the
case of Common Stock purchased in the open
market, the time at which such shares are purchased
for your account. Be aware that the price of our
Common Stock may rise or fall during the period
between requesting a purchase and the actual
purchase. You will bear any risk associated with any
change in the price of our Common Stock pending
completion of a purchase of shares for your account.
12. When will you invest my funds under the
Plan?
Optional Cash Payments. We will make
purchases for optional cash payments twice each
month. We will invest funds received on or before the
3rd day or the 18th day of the month during the next
Investment Period in that month (which generally
commences on or about the 5th day and the 20th day
of the month, respectively). Funds received after the
3rd day or the 18th day of a month will be invested
during the second succeeding Investment Period.
For example, if we receive the payment on the 4th
day of the month, we will not invest it until the second
Investment Period in the month which generally
commences on the 20th day of the month.
Automatic Investment Option. If you participate
in the automatic investment option, your bank will
deduct your investment from your bank account and
transfer it to us on the 3rd day of the month, and we
will invest it in the first Investment Period each month
(which normally commences on or about the 5th day
of the month).
Dividend Reinvestments. We will invest
dividends reinvested under the Plan on the dividend
payment dates (generally March 20, June 20,
September 20, and December 20) or the first
business day following a payment date.
The independent broker-dealer may begin
making open market purchases prior to the applicable
Investment Period and, at its discretion, may
purchase the shares over a period of several days in
order to minimize price fluctuations.
The independent broker-dealer will use its best
efforts to apply all initial and optional cash payments
to the purchase of our Common Stock within 35 days
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Page 12
of receipt of the funds by us and will use its best
efforts to invest all dividends for the purchases within
30 days of the dividend payment date, subject to any
applicable requirements of federal securities laws
relating to the timing and manner of purchases of our
Common Stock under the Plan. Any dividends we do
not use within 30 days of their payment to buy shares
of our Common Stock we shall return to you and we
shall return to you any other funds not used to buy
such shares within 35 days of receipt.
13. How many shares will you purchase for me
during each Investment Period?
The number of shares, including fractional
shares, purchased will depend on the amount of
dividends and the amount of optional cash payments,
if any, which we are investing during the Investment
Period and on the price of the shares determined as
provided in the answer to Question 11. You cannot
direct the purchase of a specific number of shares for
your Plan account.
14. Do I incur any fees or expenses?
There are no brokerage commissions, fees, or
service charges for the purchase of shares under the
Plan or for participating in the Plan. You will incur
certain charges if you request us to sell your shares
through the Plan. (See the answers to Questions 15
and 18.)
15. Can I withdraw or sell shares held in my Plan
account without terminating my participation
in the Plan?
You may at any time direct us to issue
certificates or sell any number of shares held in your
Plan account by furnishing a written request to our
transfer agent as follows:
To Receive Certificates for Shares:
Your written request must indicate the number of
shares to be certificated from your Plan account. All
registered owners must sign the request.
We will register the certificates for shares
withdrawn from the Plan in your name exactly as
shown on the account registration. We do not require
guarantees of signatures. Upon request, we can
register the certificates in another manner. In that
case, registered owners must sign the request and an
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entity participating in the Securities Transfer Agents
Medallion Program must guaranty their signatures.
We will issue to you without charge certificates
for shares withdrawn from the Plan. We will not issue
certificates for fractions of shares under any
circumstances.
If you participate in the Plan under the
Full Dividend Reinvestment option, we will continue to
reinvest dividends on any shares you withdraw from
the Plan in certificated form. If you participate in the
Plan under the Partial Dividend Reinvestment option,
we will continue to remit to you dividends on the
number of shares indicated on your Authorization
Form. If you participate in the Plan under the No
Reinvestment option, we will pay dividends on the
shares you withdraw from the Plan in certificated form
by check.
To Sell Shares:
Your request to sell shares must be in writing,
must indicate the number of shares to be sold from
your Plan account, and must bear the signature of all
registered owners (there is no prescribed form for this
request).
We will accumulate sale requests from
participants and, approximately every five business
days, will submit a sale request to the independent
broker-dealer on behalf of those participants. We will
remit to you the proceeds of the sale, less brokerage
commission. We will allocate brokerage
commissions to you based on the rate we negotiate
with the independent broker-dealer. The negotiated
rate, which you will not know in advance, may be
more or less than you would have paid if you had
withdrawn the shares from the Plan and arranged to
sell your shares through a broker.
Be aware that the price of our Common Stock
may rise or fall during the period between requesting
a sale and the actual sale. You will bear any risk
associated with any change in price.
As an alternative to selling your shares under the
Plan, you may withdraw your shares from the Plan, as
described above, and arrange to sell your shares
through your self-selected broker.
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Page 13
16. May I gift, transfer, or pledge my shares held
in the Plan?
You may transfer the ownership of some or all of
your Plan shares, including shares held in
safekeeping, by mailing to our transfer agent a
properly executed stock assignment form, which you
may obtain from the transfer agent or a financial
institution, with a Medallion Signature Guarantee for
all owners and a letter of instruction. You may
transfer shares to new or existing shareholders.
Unless otherwise instructed, the transfer agent
will retain the shares. The new participant will receive
a transaction confirmation showing the number of
shares transferred and total shares held in his or her
Plan account.
You may not pledge your shares held under the
Plan.
17. If I sell or transfer a portion of my shares, will
this terminate my participation in the Plan or
my dividend reinvestment election?
If you sell or transfer a portion of your shares
held under the Plan, this will not terminate your
participation in the Plan with respect to your
remaining shares. If you participate in the Plan under
the Full Dividend Reinvestment option, we will
continue to reinvest dividends on your remaining
shares. If you participate in the Plan under the Partial
Dividend Reinvestment option, we will continue to
remit to you dividends on the number of shares
indicated on your Authorization Form (not to exceed
the number of your remaining shares). If you
participate in the Plan under the No Reinvestment
option, we will pay dividends on your remaining
shares.
18. How and when may I terminate participation
in the Plan?
You may terminate participation in the Plan at
any time by notifying our transfer agent in writing.
Your notification should include instructions as to
whether we are to withdraw the shares from the Plan
and issue them to you in certificated form or to sell
the shares through the Plan. We will withdraw whole
shares in certificated form or sell the shares as
described in the answer to Question 15, under To Sell
Shares. When we terminate your account, we will
make a cash payment for any fractional shares
remaining in the account. We will not issue a
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fractional share in certificated form, but we will group
the fractional shares with other fractional shares and
sell them using the procedure for sale of whole
shares described in the answer to Question 15, under
To Sell Shares.
If we receive your request to terminate Plan
participation not less than two days prior to when
dividends would be paid (March, June, September or
December), we will pay to you any dividend and any
optional cash payments which would otherwise have
been invested during the next Investment Period. If
we receive your request to terminate Plan
participation less than two days prior to when
dividends would be paid (March, June, September or
December), we will invest any dividend and any
optional cash payments scheduled to be invested and
then terminate your enrollment in the Plan. We will
pay all future dividends on shares registered in your
name to you.
We may terminate your participation in the Plan
after mailing a Notice of Intention to Terminate to you
at the address which appears on our records.
19. When may I rejoin the Plan?
Generally, you may again become a participant
at any time subject to the eligibility requirements (see
answer to Question 4). However, we reserve the right
to reject any Enrollment Form from a previous
participant on the grounds of excessive joining and
termination. Such reservation is intended to minimize
administrative expenses and to encourage use of the
Plan as a long-term investment service.
CERTIFICATES FOR SHARES - ACCOUNTS -
REPORTS
20. Will I receive certificates for shares
purchased?
We will not automatically deliver to you
certificates for shares purchased under the Plan. We
will credit the shares purchased for you to your Plan
account and will show them on your statement of
account. However, if you wish to obtain certificates
for any number of whole shares credited to your
account without withdrawing from the Plan, you may
do so in the manner described in the answer to
Question 15, under To Receive Certificates for
Shares.
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Page 14
21. In whose name will you maintain accounts
and in whose name will you register
certificates when issued?
We will maintain your Plan account in the name
or names which appear on our shareholder records.
In the case of an employee who participates in
the Plan only by making optional cash payments via
payroll withholding, we will maintain the Plan account
in the employee’s name as shown on our payroll
records.
We will register certificates for shares when
issued to you, in the name or names in which we
maintain your account. We will issue certificates in
such other name(s) as you may request as described
in the answer to Question 15, under To Receive
Certificates for Shares.
22. May I transfer certificates for shares of my
Common Stock registered in my name into a
Plan account for safekeeping?
To provide for safekeeping, you may transfer
certificates for shares of our Common Stock
registered in your name into a Plan account. You
should forward the certificates for those shares along
with an Authorization Form to our transfer agent,
American Stock Transfer & Trust Company,
59 Maiden Lane, New York, NY 10038, with a letter
instructing us to transfer the shares to your Plan
account. Do not endorse the certificates.
We recommend that you send any certificates
mailed to our transfer agent by registered mail and
insure the certificates. We reserve the right to limit
the number of shares which we will hold for
safekeeping and to set minimum time periods for
retention of shares under the Plan. You may sell or
withdraw additional shares deposited under the Plan
as described under Question 15.
We will transfer the shares of our Common Stock
deposited for safekeeping to American Stock Transfer &
Trust Company as custodian for you and credited to your
Plan account. Thereafter, we will treat such shares of
Common Stock in the same manner as shares of
Common Stock purchased under the Plan and credited to
your accounts. We will pay to you, or reinvest in shares of
Common Stock in accordance with the reinvestment
election designated on your Authorization Form, dividends
paid on shares of Common Stock credited to your account
that you deposited into the Plan for safekeeping.
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23. What reports and other information will you
send to me?
You will receive a transaction confirmation after
your optional cash payment has been converted to
additional shares to be held in your plan account.
You will also receive a quarterly year-to-date
investment statement within 10 business days of the
dividend payable date. The statement will reflect
year-to-date transactions such as:
• shares purchased with a dividend
(reinvestment),
• shares purchased with optional cash
payments,
• shares deposited for safekeeping,
• shares transferred,
• partial withdrawals, and
• plan termination.
The statements provide a continuous record of
transactions and you should retain them for income
tax purposes (see “Federal Income Tax
Consequences” below). You will also receive copies
of any amendments to the Prospectus relating to the
Plan and will receive the same communications as
any other shareholder, including annual reports,
notices of annual meetings, and proxy statements.
OTHER INFORMATION
24. What happens if Integrys Energy Group
issues a stock dividend, declares a stock
split, or has a rights offering?
We will credit to your account any shares we
distribute as a stock dividend on shares (including
fractional shares) credited to your account under the
Plan, or upon any split of such shares. We will mail
directly to you stock dividends or splits distributed on
all other shares held by you and registered in your
own name. In a rights offering, we will base
entitlement upon your total holdings, including those
holdings credited to your account under the Plan.
We will or the independent broker-dealer will sell
common stock purchase rights applicable to shares
credited to your account under the Plan, credit the
proceeds to your account under the Plan, and apply
the proceeds to the purchase of shares during the
next Investment Period.
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Page 15
If you wish to exercise, transfer, or sell the
common stock purchase rights applicable to the
shares credited to your account under the Plan, you
must request, prior to the record date for the issuanc |
Date
529 days ago by Robert Durant 
371 days ago by Zara 
278 days ago by 
