**SECURITIES AND EXCHANGECOMMISSIONWashington, D. C. 20549
FORM 10-K/A**AMENDMENT 1**
 

(Mark One)

[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES      EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000

**OR**
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES      EXCHANGE ACT OF 1934
For the transition period from ________________ to ___________________

CommissionFile Number
Registrant; State of Incorporation        Address; and      Telephone Number
IRS EmployerIdentification No.   
1-3016      
WISCONSIN PUBLIC SERVICE CORPORATION        (A Wisconsin Corporation)        700 North Adams Street        P. O. Box 19001        Green Bay, WI 54307-9001        800-450-7260

39-0715160          
Securities registered pursuant to Section 12(g) of the Act:

WISCONSIN PUBLIC SERVICE CORPORATION  
Preferred Stock, Cumulative, $100 par value            
5.00% Series      5.04% Series

5.08% Series      6.76% Series
Indicate by check mark whether the Registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item405 of Regulation S-K is not contained herein, and will not be contained, to thebest of Registrant's knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K. [X]

 

State the aggregate market value      of the voting stock held bynonaffiliates of the Registrant. 
WISCONSIN PUBLIC SERVICE CORPORATION
None
 

Number of shares outstanding of each classof common stock, as of December 31, 2000  
WISCONSIN PUBLIC SERVICE CORPORATION
Common Stock, $4 par value, 23,896,962 shares. WPS Resources      Corporation is the sole holder of Wisconsin Public Service Corporation      Common Stock.
 

DOCUMENTS INCORPORATED BY REFERENCE

(1) Definitive proxy statement for the WPS Resources Corporation Annual    Meeting of Shareholders on May 3, 2001 is incorporated into Parts I and III.

 

This Amendment 1 to the Form 10-K for Wisconsin Public Service Corporationfor the fiscal year ended December 31, 2000 includes revised CompensationSchedules under Item 11 Executive Compensation, a revised schedule reportingbeneficial ownership of WPS Resources Corporation common stock under Item12, and additional disclosure under Item 13 regarding relationships and certaintransfers.
**ITEM 11. EXECUTIVE COMPENSATION

WISCONSIN PUBLIC SERVICE CORPORATION

Summary Compensation Table**
This table shows cash and other compensation paid to or earned by each of theNamed Executive Officers for the last three fiscal years. Named ExecutiveOfficers include the Chief Executive Officer and the next four most highlycompensated executive officers for 2000.
 
Long-Term Compensation 
Annual Compensation
Awards
Payouts 
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
 

Name and Title
 

Year
 

Salary

 

Bonus
Other       Annual Compensation
Restricted Stock Awards
Securities Underlying Options
 

LTIP Payouts
All Other Compensation
  
($) (2)
($)
($) (3)
($)
(#)
($)
($) (4)
Larry L. Weyers      Chairman,      and CEO
2000

1999

1998
346,066

404,167

393,214
5,319

2,376

0
15,186

10,031

 9,390
0

0

0
 74,840

 136,000

0
0

0

0
345,714

130,098

 46,893
Patrick D. Schrickel      President and Chief Operating Officer
2000

1999

1998
271,018

253,282

239,389
75,766

27,935

0
14,881

 9,830

9,201
0

0

0
27,550

56,000

0
0

0

0
48,098

36,657

17,367
Daniel P. Bittner      Senior Vice President and Chief Financial Officer
2000

1999

1998
162,236

154,068

151,735

6,287

 4,970

0
10,510

 6,943

 6,499

0

0

0

 4,064

22,000

0
0

0

0

127,777

98,509

63,213
Charles A. Schrock      Senior Vice President Energy Supply (1)
2000

1999

1998

197,843

177,971

146,774
12,742

31,502

 0

518

 342

 320

0

0

0
0

22,000

0
0

0

 0

45,585

 6,023

 6,243

Bernard J. Treml      Vice President - Human Resources
2000

1999

1998
141,720

135,801

133,470
42,812

25,900

0
3,351

2,214

2,072
0

0

0
 6,200

22,000

0
0

0

0
17,189

15,839

16,631
(1) Left the employment of Wisconsin Public Service effective November 26,  2000.

(2) In addition to base salary, these amounts include Elective Deferred  Compensation in the Reserve Account, and Mandatory Deferred Compensation.

(3) These amounts reflect Above-Market Earnings on Elective Deferred  Compensation. Perquisites for the Chief Executive Officer and the four Named  Executive Officers were less than $50,000 or 10% of the total of salary and  bonus for the year and, accordingly, are not listed.

(4) All Other Compensation as reported in the table above is:

Name and Title
Year
Contributions to Employee Stock Ownership Plan      ($)

Above Market Earnings on Mandatory Deferred Compensation      ($)

Elective Deferred Compensation in the Stock Account      ($)

Larry L. Weyers      Director,      Chairman and CEO

2000

1999

1998
3,122

2,496

3,140
5,261

3,475

3,253
337,331

124,127

40,500
Patrick D. Schrickel      President and Chief Operating Officer

2000

1999

1998
3,138

1,377

1,662
6,420

4,241

3,970
38,540

31,039

11,735
Daniel P. Bittner      Senior Vice President and Chief Financial Officer

2000

1999

1998
2,733

2,412

2,863
5,335

3,524

3,299
119,709

92,573

57,051
Charles A. Schrock      Senior Vice      President Energy Supply

2000

1999

1998
3,071

2,580

2,836
2,487

1,643

1,538

40,027

1,800

1,869
Bernard J. Treml      Vice President - Human Resources

2000

1999

1998
2,838

2,285

2,715
2,351

1,554

1,454
12,000

12,000

12,462
Individual employment and severance agreements exist with each of theofficers of Wisconsin Public Service Corporation listed in the SummaryCompensation Table above, with the exception of Mr. Schrock, who is no longeremployed by Wisconsin Public Service. The agreements are intended to retain theservices of these officers in the event of a change in control ofWPS Resources. Each agreement entitles the officer to a continuation ofsalary and benefits for a maximum period of three years after a change incontrol. Each employment and severance agreement also provides a cashtermination payment should there be a termination of the officer's employmentafter a change of control or in anticipation of a change in control.Generally, total termination paymentsprovided are not to exceed the present value of 2.99 times the executive'saverage annual salary including annual bonuses for the five years immediatelypreceding a change of control. Certain executives including some of the NamedExecutive Officers may receive termination payments in excess of 2.99 timesaverage annual salary. The termination payments replace all other severancepayments to which the executive may be entitled under current severanceagreements.**Option Grants to Named Executives in Last Fiscal Year**
Individual Grants
Name
Number of securities underlying Options/SARs granted
Percent of total options/SARs granted to employees in      fiscal year
Exercise  or base price

($/Sh)
Expiration date
Grant date present       value $
(a)
(b)
(c)
(d)
(e)
(f)
Larry L. Weyers
74,840
36.08%
$34.750
12/14/2010
$327,051
Patrick D. Schrickel
27,550
13.28%
$34.750
12/14/2010
$120,394
Daniel P. Bittner
4,064
1.96%
$34.750
12/14/2010
$ 17,760
Charles A. Schrock
0
0.0%
$34.750  
Bernard J. Treml
6,200
2.99%
$34.750
12/14/2010
$27,094
All options, for WPS Resources common stock, reported above were granted in2000 and will vest at a rate of 25% per year beginning on December 14, 2001 andending on December 14, 2004. The year-end closing price of WPS Resources stockwas $36.81. There were no stock appreciation rights granted to any employee in2000.

The grant date present value in column (f) is based on an option value of$4.37 per option. This value was calculated using the standard Black-ScholesModel. For purposes of determining the value of these options the followingassumptions were made:
Annual dividend yield 
 5.93%Volatility 
 20.40%Risk free rate of return
 5.23%Time of exercise
 10 years
The annual dividend yield was based on a dividend of $2.06 per share and astock price of $34.750 on the date of grant. The risk free rate of return equalsthe interest rate on 10-year treasuries on December 14, 2000. Due to the lack ofexperience with the plan the time of exercise was assumed to be the maximumexercise period of the options. Expected volatility is based on the monthlyprice of WPS Resources common stock over the three years prior to December14, 2000.

 
**Aggregated Options in Last Fiscal Year and FY-End Option Values**   **Number of securities underlying unexercised options/SARs      at fiscal year end**Value of unexercised      in-the-money options/SARs at fiscal year end   **(#)**($)**Name**Shares acquired on exercise (#)**Value Realized ($)**Exercisable/      Unexercisable
**Exercisable/      Unexercisable
**(a)**(b)**(c)**(d)**(e)
Larry L. Weyers
0
0
34,000/176,840
235,790/861,540
Patrick D. Schrickel
0
0
14,000/69,550
97,090/348,023
Daniel P. Bittner
0
0
5,500/20,564
38,143/122,799
Charles A. Schrock
0
0
5,500/16,500
38,143/122,799
Bernard J. Treml
0
0
5,500/22,700
38,143/127,200
There were no SARs granted to any employees.

Pension Compensation for the Named Executive Officers is:

Name and Title
2000 Pension Compensation ($)
Years of Service
Larry L. Weyers      Director,      Chairman and CEO

561,751
 15

Patrick D. Schrickel      President and Chief Operating Officer

331,884
35
Daniel P. Bittner      Senior Vice President and Chief Financial Officer

263,772
36
Charles A. Schrock      Senior Vice      President Energy Supply

231,849
22
Bernard J. Treml      Vice President - Human Resources

180,173
29
Additional information required under Item 11 regarding compensation paid byWisconsin Public Service Corporation to its Chief Executive Officer and itsother executive officers can be found in the WPS Resources March 19, 2001 ProxyStatement, which is incorporated by reference as if fully set forth herein.
**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

WISCONSIN PUBLIC SERVICE CORPORATION

Ownership of Voting Securities

All of the common stock of Wisconsin Public Service is held by WPS Resources.Information concerning the security holdings of WPS Resources management can befound in its March 19, 2001 Proxy Statement, which is incorporated by referenceas if fully set forth herein. Listed in the following table are the shares ofWPS Resources' common stock owned by the executive officers listed in theSummary Compensation Table and all directors of Wisconsin Public Service, aswell as the number of shares owned by the directors and officers as a group asof January 1, 2001.

This table indicates the $1 Par Value WPS Resources Common Stock and StockOptions the officers and directors of Wisconsin Public Service own as of January1, 2001. We believe that the following table is an accurate representation ofbeneficial owners of more than 5% of any class of our securities. The table isbased upon reports on Schedules 13G filed with the Securities and ExchangeCommission and other information believed to be reliable.

Amount and Nature of Shares Beneficially Owned      January 1, 2001

Name and Title
Aggregate Number of Shares Beneficially Owned (9)
Number of Shares Subject to Stock Options
Percent of Shares
A. Dean Arganbright      Director
 
6,010
3,000
*
Michael S. Ariens      Director

(1)
12,455
3,000
*
Richard A. Bemis      Director
 
9,189
3,000
*
Clarence R. Fisher      Director      President and CEO      Upper Peninsula Power Company

(2)
18,298
22,817
*
Robert C. Gallagher      Director
 
12,714
3,000
*
Kathryn M. Hasselblad-Pascale      Director

(3)
8,309
3,000
*
James L. Kemerling      Director

(4)
5,834
3,000
*
John C. Meng      Director

(5)
13,721
3,000
*
Larry L. Weyers      Director      Chairman, President, and CEO      WPS Resources Corporation
 
89,705
210,840
*
Patrick D. Schrickel      Executive Vice President      WPS Resources Corporation

(6)
37,089
83,550
*
Daniel P. Bittner      Senior Vice President and Chief Financial Officer      WPS Resources Corporation

(7)
31,929
26,064
*
Charles A. Schrock      Senior Vice      President Energy Supply
 
14,734
22,000
*
Bernard J. Treml      Vice President - Human Resources
 
18,618
28,200
*
All 20 directors and officers as a group
(8)
350,403
535,403
1.3%
* Less than 1% of WPS Resources outstanding shares of common stock

None of the persons listed beneficially owns shares of any other class of ourequity securities, except Mr. Arganbright's spouse who owns 10 shares ofWisconsin Public Service Preferred Stock 5% Series ($100 par value).
- Includes 3,326 shares held by M&M Ariens, Inc.  
- Includes 5,516 shares held in joint tenancy.  
- Includes 2,187 shares owned by spouse.  
- Includes 800 shares held in an individual retirement account.  
- Includes 10,000 shares held in joint tenancy.  
- Includes 200 shares held as custodian for children.  
- Includes 617 shares held in joint tenancy.  
- Includes 16,497 shares held in joint tenancy and 240 shares held as    custodian for children.  
- Aggregate Number of Shares Beneficially Owned includes shares of common    stock held in the Employee Stock Ownership Plan and Trust, the Wisconsin    Public Service Corporation Deferred Compensation Trust, and all stock    options which are exercisable within six months of December 31, 2000. Each    director or officer has sole voting and investment power with respect to the    shares reported, unless otherwise noted. No voting or investment power    exists related to the stock options reported until exercised.
**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSFERS

WISCONSIN PUBLIC SERVICE CORPORATION**
Wisconsin Public Services both provides services, property and other thingsof value to, and receives services, property and other things of value from, itsparent WPS Resources and other subsidiaries of WPS Resources. All suchtransactions are made pursuant to a master affiliated interest agreementapproved by the Public Service Commission of Wisconsin. The agreement providesthat Wisconsin Public Service receives payment equal to the higher of its costor fair value for services and property and other things of value whichWisconsin Public Service provides to WPS Resources or its other nonregulatedsubsidiaries, and Wisconsin Public Service makes payments equal to the lower ofthe provider's cost or fair value for property, services and other things ofvalue which WPS Resources or its other nonregulated subsidiaries provide toWisconsin Public Service. The agreement further provides that any services,property, or other things of value provided to or from Wisconsin Public Serviceto or for any other regulated subsidiary of WPS Resources be provided at cost.Modification or amendment to the master agreement requires the approval of thePublic Service Commission of Wisconsin.

Except as noted in the preceding paragraph, there have been no transactionssince the beginning of fiscal year 2000, or any currently proposed transaction,or series of similar transactions, to which Wisconsin Public Service or any ofits subsidiaries was or is to be party to in which the amount exceeds $60,000and in which any director or executive officer, any nominee for election as adirector, any security holder owning of record or beneficially more than 5% ofthe Common Stock of WPS Resources or of Wisconsin Public Service, or any memberof the immediate family of any of the foregoing persons had or will have adirect material interest.

 
**SIGNATURES 

 

Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the Registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized.

WISCONSIN PUBLIC SERVICE CORPORATION      (Registrant) 
Larry L. Weyers      Chairman and Chief Executive Officer      Wisconsin Public Service Corporation
By: /s/ Barth J. Wolf Barth J. Wolf,      Attorney-in-fact
Pursuant to the requirements of the Securities Exchange Act of 1934, thisreport has been signed below by the following persons on behalf of theRegistrant and in the capacities and on the dates indicated.
Name
Capacity  
/s/ Ralph G. BaetenRalph G. Baeten
Principal Financial Officer    
/s/ Diane L. FordDiane L. Ford
Principal Accounting Officer    
Larry L. Weyers    Chairman, President, Principal)                              Executive      Officer and Director)

A. Dean Arganbright
Director)
Michael S. Ariens
Director)
Richard A. Bemis
Director)
Robert C. Gallagher
Director)**********************************