Integrys Energy Group, Inc. Form 8-K dated 3/5/07
UNITED
STATES
SECURITIES
AND
EXCHANGE COMMISSION
Washington,
D.C.
20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section
13 or 15(d) of
the
Securities
Exchange Act of 1934
Date
of Report:
March
5,
2007
(Date
of earliest
event reported)
Commission
File
Number
|
Registrant;
State of Incorporation
Address;
and Telephone Number
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IRS
Employer
Identification
No.
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|
|
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1-11337
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INTEGRYS
ENERGY GROUP, INC.
(A
Wisconsin
Corporation)
130
East
Randolph Drive
Chicago,
Illinois 60601-6207
(312)
228-5400
|
39-1775292
|
|
|
|
|
|
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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
1.01 Entry
into
a Material Definitive Agreement.
On
March 5, 2007, Integrys Energy Group, Inc. announced that it had entered into
a
First Supplemental Indenture with Peoples Energy Corporation, its wholly owned
subsidiary, and The Bank of New York Trust Company, N.A., as trustee. The
Supplemental Indenture permits Integrys Energy Group to substitute the financial
reports that it files with the Securities and Exchange Commission for Peoples
Energy’s financial reports that were required to be supplied to Peoples Energy’s
bondholders. In addition, the terms of the Supplemental Indenture provide that
Integrys Energy Group will fully and unconditionally guarantee, on a senior
unsecured basis, Peoples Energy’s obligations under its $325 million, 6.90%
Notes due January 15, 2011. The original Indenture, dated January 18, 2001,
was
between Peoples Energy Corporation and The Bank of New York Trust Company,
N.A.,
as trustee.
As
a result of Integrys Energy Group’s guaranty and the related amendment to the
bond provisions approved by bondholders on February 28, 2007, Peoples Energy
will suspend its duty to file reports under Sections 13 and 15(d) of the
Securities Exchange Act of 1934.
Attached,
as
Exhibit 4.1, is the First Supplemental Indenture, dated March 5, 2007, by and
among Peoples Energy Corporation, Integrys Energy Group, Inc. and The Bank
of
New York Trust Company, N.A., as trustee.
Item
2.03 Creation
of
a Direct Financial obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information
provided in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 2.03.
Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibits.
The
following exhibit is being filed herewith:
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4.1
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First
Supplemental Indenture, dated March 5, 2007, by and among Peoples
Energy
Corporation, Integrys Energy Group, Inc. and The Bank of New York
Trust
Company, N.A., as trustee.
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SIGNATURE
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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.
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INTEGRYS
ENERGY GROUP, INC.
By:
/s/ Joseph P. O'Leary
Joseph
P.
O'Leary
Senior
Vice
President
and
Chief
Financial Officer
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|
Date:
March
9, 2007
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INTEGRYS
ENERGY GROUP, INC.
Exhibit
Index to
Form 8-K
Dated
March 5,
2007
Exhibit
Number
|
Description
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4.1
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First
Supplemental Indenture, dated March 5, 2007, by and among Peoples
Energy
Corporation, Integrys Energy Group, Inc. and The Bank of New York
Trust
Company, N.A., as trustee.
|