SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
CHORUS COMMUNICATIONS GROUP, LTD.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
<PAGE>
NOTICE OF 98 ANNUAL MEETING & PROXY STATEMENT
[LOGO]
CHORUS
COMMUNICATIONS GROUP, LTD.
<PAGE>
DIRECTIONS TO MARRIOTT - MADISON WEST
MADISON MARRIOTT WEST
1313 JOHN Q. HAMMONS DRIVE
MIDDLETON, WISCONSIN 53562
608-831-2000
[GRAPHIC OMITTED - MAP]
TAKE EXIT 252 -- GREENWAY BLVD.
OFF OF THE WEST BELTLINE FREEWAY
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IF YOU HAVE ANY QUESTIONS, PLEASE CALL OUR SHAREOWNER SERVICES
NUMBER: (800) 468-9716.
================================================================================
<PAGE>
CHORUS COMMUNICATIONS GROUP, LTD.
POST OFFICE BOX 46520
MADISON, WISCONSIN 53744-6520
March 23, 1998
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of Shareholders
of Chorus Communications Group, Ltd. ("Chorus") to be held on Monday, April 20,
1998, at 7:30 p.m., at the Marriott - Madison West, located in the Middleton
Greenway Center, 1313 John Q. Hammons Drive, Middleton, Wisconsin (see map on
reverse page).
The business items to be acted on during the meeting are listed in the
Notice of Annual Meeting and are described more fully in the Proxy Statement.
Following the business session, we will report to you on the Company's progress
during the past year and receive your questions and comments concerning Chorus.
YOUR VOTE IS VERY IMPORTANT. We hope you will take a few minutes to review
the proxy statement and complete, sign and return your proxy card in the
envelope provided or vote by telephone (a new service available to our
shareholders) in accordance with the instructions on the enclosed proxy card,
even if you plan to attend the meeting. Please note that sending us your proxy
or voting by telephone will not prevent you from voting in person at the meeting
should you wish to do so.
To assist us in our preparation for refreshments following the meeting, we
would appreciate your marking your proxy card in the space provided or
completing the relevant vote by telephone instructions if you plan to attend the
meeting.
Thank you for your support of Chorus.
Very truly yours,
/s/ Dean W. Voeks
Dean W. Voeks
Chief Executive Officer
<PAGE>
CHORUS COMMUNICATIONS GROUP, LTD.
POST OFFICE BOX 46520
MADISON, WISCONSIN 53744-6520
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MONDAY, APRIL 20, 1998, 7:30 P.M.
The Annual Meeting of Shareholders of CHORUS COMMUNICATIONS, GROUP, LTD., a
Wisconsin corporation (the "Company"), will be held at the Marriott - Madison
West, Middleton Greenway Center, 1313 John Q. Hammons Drive, Middleton,
Wisconsin, on Monday, April 20, 1998 at 7:30 p.m. for the following purposes:
1. To elect two Directors -- the names of the nominees for Directors
intended to be presented for election are as follows:
Douglas J. Timmerman; and
Dean W. Voeks.
2. To consider and transact any other business that may properly come
before the meeting or any adjournment(s) or postponement(s) thereof.
Only shareholders of record at the close of business on March 20, 1998 will
be entitled to vote at the meeting. All shareholders are requested to be present
at the meeting in person or by proxy. Enclosed is a proxy card, which includes
directions to vote by telephone, if desired.
By order of the Board of Directors,
/s/ Fredrick E. Urben
Fredrick E. Urben, Secretary
March 23, 1998
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
Please mark your voting choices, sign, date and return your proxy card
promptly in the enclosed envelope, or vote by telephone. If you attend the
meeting, you may vote by ballot, thereby canceling any proxy you have
previously submitted.
- --------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 20, 1998
------------------
This Proxy Statement is furnished to shareholders of Chorus Communications
Group, Ltd. (the "Company") in connection with the solicitation by the Board of
Directors of the Company of proxies to be used at the Annual Meeting of
Shareholders to be held at 7:30 p.m., Monday, April 20, 1998, at the Marriott -
Madison West, Middleton Greenway Center, 1313 John Q. Hammons Drive, Middleton,
Wisconsin (the "Annual Meeting"). Shareholders of record at the close of
business on March 20, 1998 will be entitled to vote at the Annual Meeting. This
statement was mailed to each shareholder on approximately March 25, 1998.
PROXIES
Whether or not you expect to be present personally at the Annual Meeting,
please mark, sign, date and return by mail the enclosed form of Proxy, or vote
by telephone. Any shareholder giving a Proxy has the power to revoke it at any
time before it is voted by: (1) giving notice in writing to the Company's
Secretary; (2) granting a subsequent proxy; or (3) appearing in person and
voting at the Annual Meeting. All proxies not so revoked will be voted.
The costs of soliciting proxies will be borne by the Company. Proxies may
be solicited by mail, by telephone or by personal contact by the directors,
officers and regular employees of the Company.
Only shareholders of record on March 20, 1998 will be eligible to vote at
the Annual Meeting. As of the record date, there were 2,704,303 shares of common
stock of the Company outstanding. Each share outstanding is entitled to one vote
at the Annual Meeting. The nominees for directors receiving a plurality of the
votes cast by the outstanding common stock will be elected. ABSTENTIONS ARE
COUNTED FOR PURPOSES OF DETERMINING WHETHER A QUORUM EXISTS AT THE ANNUAL
MEETING. ABSTENTIONS HAVE NO EFFECT ON ANY VOTE TAKEN AT THE ANNUAL MEETING.
BROKER NON-VOTES HAVE NO EFFECT ON EITHER QUORUM DETERMINATIONS OR VOTES TAKEN.
A copy of the Company's Annual Report to Shareholders for 1997 is included
with this Proxy Statement.
THE COMPANY WILL FURNISH, WITHOUT CHARGE ON THE WRITTEN REQUEST OF ANY
SHAREHOLDER, A COPY OF THE COMPANY'S FORM 10-K REPORT (NOT INCLUDING EXHIBITS
THERETO) FOR 1997 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH
REQUEST SHOULD BE SENT TO THE OFFICE OF THE SECRETARY OF CHORUS COMMUNICATIONS
GROUP, LTD, P.O. BOX 46520, MADISON, WISCONSIN 53744-6520.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors consists of five members. Each director is required
to be a resident of the State of Wisconsin and a shareholder of the Company. At
the time of Chorus' formation in 1997, the terms of office for the directors
were staggered, so that only one or two directors need be elected in any one
year. Beginning in 1998, each director, when duly elected and qualified, has a
term of office of three years or until his or her successor is elected and
qualified.
Under the terms of the Company's Bylaws, nominations for the Board of
Directors made by shareholders must be in writing and delivered or mailed to the
principal executive offices of the Company between January 1 and February 28 of
the year of the Company's Annual Meeting of Shareholders at which such
nomination is to be acted upon.
<PAGE>
Any nomination for the Board of Directors made by a shareholder must
contain the name, date of birth, and address of the proposed nominee, the
principal occupation of the nominee for the last five years, the name and
address of the nominating shareholder, and the number of shares of capital stock
of the Company owned by the proposed nominee and nominating shareholder.
This year the terms of office for two directors will expire on Monday,
April 20, 1998. It is intended that proxies in the form enclosed granted by the
shareholders will be voted, unless otherwise noted, in favor of electing the
below named persons as directors, each of whom has consented to being named in
this Proxy Statement and serving if elected. Each nominee is currently a member
of the Board of Directors. If any nominee shall for any reason become
unavailable for election, it is the intention of those named on the Proxy Card
to vote for the election of such other person as may be designated by the Board
of Directors. Management has no reason to believe that any of the nominees will
be unavailable for election.
The following table sets forth the names of the nominees and the current
directors who will continue in office after the Annual Meeting, their ages (as
of March 31, 1998), information as to their business experience for the last
five years (unless otherwise noted), and the year they first became directors of
the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED.
NOMINEES -- TERM EXPIRING IN 2001
DIRECTOR
NAME (AGE) AND BUSINESS EXPERIENCE SINCE
- ---------------------------------- -----
DOUGLAS J. TIMMERMAN (57) ................................................. 1997
CEO, AnchorBank and Anchor BanCorp Wisconsin, Inc.; a director of
Mid-Plains, Inc. ("Mid-Plains") (1997) and President and a director of
Pioneer Communications, Inc. ("Pioneer") (1987), subsidiaries of the
Company; a director of The Farmers Telephone Company ("Farmers") (1976), a
subsidiary of Pioneer; also a director of AnchorBank, Anchor BanCorp
Wisconsin, Inc., Credit Bureau of Madison, Federal Home Loan Bank of
Chicago and Wisconsin Cheeseman, Inc.
DEAN W. VOEKS (55) ........................................................ 1997
Chief Executive Officer of the Company; President and a director of the
following subsidiaries of the Company: Mid-Plains (1991), Mid-Plains
Communications Systems, Inc. ("MPCS") (1991), Executive System & Software,
Inc., d/b/a The ComputerPLUS (1998), IntraNet, Inc. (1998) and Pioneer
(1997); also a director of First Business Bank of Madison.
CONTINUING DIRECTORS -- TERM EXPIRING IN 1999
DIRECTOR
NAME (AGE) AND BUSINESS EXPERIENCE SINCE
- ---------------------------------- -----
G. BURTON BLOCH (76) ...................................................... 1997
Retired dentist; Secretary and a director of Pioneer (1987), and Farmers
(1975).
CHARLES MAULBETSCH (63) ................................................... 1997
A Vice-President of Middleton Community Bank from January 1, 1995 until his
retirement December 31, 1995; prior to that a Bank Consultant; also a
director of Mid-Plains (1981), and Middleton Community Bank.
CONTINUING DIRECTORS -- TERM EXPIRING IN 2000
DIRECTOR
NAME (AGE) AND BUSINESS EXPERIENCE SINCE
- ---------------------------------- -----
HAROLD L. (LEE) SWANSON (60) .............................................. 1997
President of State Bank of Cross Plains; a director of Mid-Plains (1981)
and MPCS (1981); also a director of State Bank of Cross Plains and Madison
Gas & Electric. Chairman of the Compensation Committee.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
At January 31, 1998, each director and each executive officer named in the
Summary Compensation Table and all directors and executive officers of the
Company as a group beneficially owned common stock of the Company as listed in
the following table. To our knowledge, no shareholder owned 5 percent or more of
the Company's outstanding common stock as of January 31, 1998.
SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEIFICIALLY OWNED OF CLASS
------------------------------------ --------------------- ---------
G. Burton Bloch .................... 17,955(1) 0.7%
Howard G. Hopeman .................. 7,659(2) 0.3%
Charles Maulbetsch ................. 25,500(2) 0.9%
Daniel J. Stein .................... 2,015(2) 0.1%
Harold L. (Lee) Swanson ............ 8,000(2) 0.3%
Douglas J. Timmerman ............... 22,908(3) 0.8%
Dean W. Voeks ...................... 2,304(2)(4) 0.1%
All directors and executive officers
as a group (9 persons) ............ 108,290 4.0%
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1. Includes 17,843 shares of Company common stock in a family trust in which Mr.
Bloch has a pecuniary interest, voting and investment power, and 112 shares
of Company common stock in a partnership in which Mr. Bloch has a pecuniary
interest, voting and investment power.
2. Includes 5,244, 500, 900, 5,515 and 1,037 shares of Company common stock in
self-directed Individual Retirement Accounts, to which Messrs. Hopeman,
Maulbetsch, Stein, Swanson and Voeks, respectively, have voting and
investment power.
3. Includes 22,712 shares of Company common stock in a family partnership in
which Mr. Timmerman has a pecuniary interest, voting and investment power,
112 shares of Company common stock in a partnership in which Mr. Timmerman
has a pecuniary interest, voting and investment power, and 84 shares of
Company common stock in custodial ownership form in which Mr. Timmerman has
voting and investment power.
4. Includes 150 shares of Company common stock in a Supplemental Retirement Plan
to which Mr. Voeks has voting and investment power.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors to file reports of ownership and changes in ownership
with the Securities and Exchange Commission.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 ("Annual Statement of
Changes in Beneficial Ownership") were required, the Company believes that
during 1997 all required filings were made in a timely fashion except for the
following: one Form 3 ("Initial Statement of Beneficial Ownership of
Securities") for Mr. Stein was inadvertently filed late.
BOARD OF DIRECTORS AND COMMITTEES
Effective June 1, 1997, the date of the reorganization of Mid-Plains and
Pioneer as subsidiaries of Chorus (the "Mergers"), the total annual director
fees that Messrs. Bloch, Maulbetsch, Swanson and Timmerman receive for serving
on Chorus' Board, and any subsidiary boards, was set at $20,000. In addition,
Mr. Bloch receives officer salaries totaling $5,500 for serving as Secretary of
Pioneer and Farmers. Mr. Timmerman receives an officer salary of $3,400 for
serving as President of Pioneer. Mr. Voeks did not receive any director fees.
The Chorus Board of Directors met three times in 1997. All directors attended
more than 75% of the total number of meetings of the Board and the total number
of meetings held by all committees of the Board in which they served.
The Company has standing Audit and Compensation Committees.
The members of the AUDIT COMMITTEE are Messrs. Maulbetsch and Swanson. The
Audit Committee's function is to meet with management and the independent
<PAGE>
public accountants to review with them the scope and results of their audits,
the Company's accounting practices, and the adequacy of the Company's internal
controls. The Audit Committee held three meetings in 1997.
The members of the COMPENSATION COMMITTEE are Messrs. Bloch, Maulbetsch,
Swanson and Timmerman. The Compensation Committee determines the compensation of
the Chief Executive Officer and reviews compensation guidelines for all other
employees. The Compensation Committee held its first meeting in 1998.
COMPENSATION COMMITTEE INTERLOCKS
AND
INSIDER PARTICIPATION
Mr. Bloch, a member of the Compensation Committee, is Secretary of Pioneer
and Farmers. Mr. Timmerman is President of Pioneer.
EXECUTIVE COMPENSATION
The following table summarizes the compensation for the fiscal years 1995,
1996 and 1997 of the Chief Executive Officer and two other executive officers
whose compensation exceeded $100,000 for fiscal year 1997.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
------------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(2)
- --------------------------- ---- -------- ------- -------------
Dean W. Voeks: 1997 $150,000 $45,000 $9,500
Chief Executive Officer 1996 $145,000 $35,000 $7,560
1995 $140,000 $25,000 $6,930
Howard G. Hopeman: 1997 $100,500 $20,000 $7,691
Executive Vice President 1996 $ 97,000 $15,000 $4,704
and Chief Financial 1995 $ 93,500 $11,000 $4,389
Officer
Daniel J. Stein: 1997 $ 86,000 $10,000 $6,079
Executive Vice President 1996 $ 83,000 $ 2,500 $3,218
of MPCS 1995 $ 80,000 $ 5,000 $3,570
- ------------------
2. Company matching contribution to defined contribution 401(k) benefit plan.
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
In February 1997, prior to the Mergers, the 1997 salary for Mr. Voeks,
Chief Executive Officer, was set by Mid-Plains' Compensation Committee. This
committee included Messrs. Maulbetsch and Swanson and the other Mid-Plains
outside directors. Mid-Plains' Compensation Committee considered performance
factors such as revenues, earnings and other available financial criteria in
determining his salary.
At the time the 1997 salary level was set for Mr. Voeks, Mid-Plains'
Compensation Committee reviewed Company performance for 1996. The information
showed a 10% increase in revenues for 1996 over 1995 and Income before
Extraordinary Item as being level between 1996 and 1995.
In March 1998, Chorus' Compensation Committee reviewed Mr. Voeks' 1997
salary and set a bonus for 1997 at $45,000. The bonus was determined based on a
comparison of Mr. Voeks' compensation level with those of chief executive
officers included in two compensation surveys prepared by independent telephone
company associations. Chorus' Compensation Committee determined that Mr. Voeks'
compensation level should be at the 90 percent level of these studies because
the studies included many smaller rural telephone companies and cooperatives. In
addition, Chorus' Compensation Committee reviewed salary information from a
survey of similar sized electronic and technology companies.
Mr. Voeks sets the salaries for other executive officers and determines
their bonuses based on Company performance and pre-established goals.
COMPENSATION COMMITTEE
G. BURTON BLOCH HAROLD L. (LEE) SWANSON
CHARLES MAULBETSCH DOUGLAS J. TIMMERMAN
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Security and Exchange Commission rules require that the Company show a
graphical comparison of the total return on its common stock for the last five
fiscal years with the total returns of a broad market index and a more narrowly
focused industry or group index. (Total return is defined as the return on
common stock including dividends and stock price appreciation, assuming
reinvestment of dividends.) The Company has selected the Standard & Poors (S&P)
500 Index for the broad market index, and an S&P 500 Telephone Index as the
industry index. These indices were selected because of their broad availability
and recognition. The Company was formed on June 1, 1997 as a result of the
Mergers. The total return for the Company is based on the total return on
Chorus' common stock beginning June 1997 and Mid-Plains' common stock prior to
the June 1997 Mergers. The following chart compares the total return of an
investment of $100 in Company (Chorus/Mid-Plains) common stock on December 31,
1992, with like returns for the S&P 500 and S&P 500 Telephone indices.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
CHORUS/MID-PLAINS
S&P 500 AND S&P TELEPHONE INDICES
[PLOT POINTS GRAPH OMITTED]
S&P 500 S&P 500 CHORUS/
INDEX TELEPHONE INDEX MID-PLAINS
----- --------------- ----------
Base Period 100 100 100
1993 110 115 127
1994 112 111 147
1995 153 167 173
1996 189 168 186
1997 252 235 186
<PAGE>
PENSION PLAN AND SUPPLEMENTAL RETIREMENT PLAN
Mid-Plains has a defined benefit pension plan covering the employees of its
telephone operations. Retirement benefits are based upon years of service with
Mid-Plains and final five-year average annual salary. On December 17, 1996,
Mid-Plains amended its pension plan to provide for its termination. Pension
benefits ceased to accrue to employees as of April 15, 1997, the effective date
of pension plan termination. Regulatory approval is pending. Messrs. Hopeman,
Stein and Voeks are covered under the plan.
Two officers of Mid-Plains are also covered under a nonqualified
supplemental retirement plan which provides a supplemental retirement benefit.
The plan requires an annual contribution of $44,190 and $31,970 for Mr. Voeks
and Mr. Hopeman, respectively, until age 60. The participants' benefits are
based on Mid-Plains' contribution plus income earned.
MANAGEMENT CONTINUITY PLAN
Chorus has severance pay agreements ("Agreements") with Messrs. Hopeman,
Stein and Voeks and one other executive officer. The purpose of the Agreements
is to encourage the executive officers to continue to carry out their duties in
the event of the possibility of a change in control of the Company.
Benefits are payable under the Agreements only if a change in control has
occurred and within three years after such change the executive's employment is
terminated: (a) by the Company or its successor for reasons other than "cause";
or (b) voluntarily by the executive for "good reason," in each case as defined
in the Agreements. The principal benefit under the Agreement is a lump-sum
payment equal to 2.99 times the executive's annual compensation. Each of the
Agreements is automatically extended annually, unless either the Company or the
respective employee gives a written notice of cancellation of such automatic
extension.
RECEIPT OF SHAREHOLDERS' PROPOSALS AND DIRECTOR
NOMINATIONS FOR NEXT ANNUAL MEETING
Any shareholder satisfying Security and Exchange Commission requirements
and wishing to submit a proposal to be included in the 1999 Proxy Statement must
submit the proposal in writing to: Secretary, Chorus Communications Group, Ltd.,
Post Office Box 46520, Madison, Wisconsin 53744-6520. The Company must receive
any such proposal by December 15, 1998 in order to have such proposal considered
for inclusion in the 1999 Proxy Statement.
Shareholder nominations for directors, whose terms will expire in 2002, to
be elected at the 1999 Annual Meeting of Shareholders, must be submitted in the
manner described in the section captioned "Election of Directors" above between
January 1, 1999, and February 28, 1999.
OTHER BUSINESS
The Board of Directors does not know of any business that will be presented
for consideration at the Annual Meeting except as set forth above. However, if
any other business is properly brought before the Annual Meeting, it is the
intention of the persons named in the accompanying proxy to vote said proxy in
accordance with their judgment in such matters.
The Board of Directors has selected Kiesling Associates LLP to audit the
consolidated financial statements of the Company and its subsidiaries for 1998.
Kiesling Associates LLP, the Company's independent public accountant in 1997, is
expected to have a representative present at the Annual Meeting who may make a
statement and will be available to respond to appropriate questions.
FOR THE BOARD OF DIRECTORS
/s/ Dean W. Voeks
Dean W. Voeks, Chief Executive Officer
March 23, 1998
<PAGE>
[LOGO]
CHORUS
COMMUNICATIONS GROUP, LTD.
8501 EXCELSIOR DRIVE * MADISON, WISCONSIN 53717 * 800-468-9716
<PAGE>
CHORUS COMMUNICATIONS GROUP, LTD.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 20, 1998
The undersigned hereby appoints G. Burton Bloch and Charles Maulbetsch, or
either of them ("Appointed Proxies"), with power of substitution to each, to
vote all shares of the undersigned at the Annual Meeting of Shareholders
("Meeting") of Chorus Communications Group, Ltd. to be held on Monday, April 20,
1998 at 7:30 p.m. CST, or at any adjournment(s) thereof, as follows:
1. ELECTION OF DIRECTORS:
[ ] FOR ELECTING (01) DOUGLAS J. TIMMERMAN
AND (02) DEAN W. VOEKS
EACH FOR A THREE-YEAR TERM
[ ] WITHHOLD AUTHORITY TO VOTE
FOR (01) DOUGLAS J. TIMMERMAN AND
(02) DEAN W. VOEKS
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
If any other business is brought before the Meeting or any adjournment(s)
thereof, this Proxy will be voted in the discretion of the Appointed Proxies.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTING EACH OF THE NOMINEES.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
- --------------------------------------------------------------------------------
[LOGO]
CHORUS
COMMUNICATIONS GROUP, LTD.
<PAGE>
VOTE BY TELEPHONE --------------------
QUICK *** EASY *** IMMEDIATE COMPANY #
CALL TOLL FREE *** ON A TOUCH TONE TELEPHONE CONTROL #
1-800-240-6326 -- ANYTIME --------------------
Your telephone vote authorizes the Appointed Proxies to vote your shares in the
same manner as if you marked, signed and returned your proxy card.
Using a touch-tone telephone, dial 1-800-240-6326. You may dial this TOLL FREE
number at your convenience 7 days/week, 24 hours/day. When prompted, enter the 3
digit Company Number located in the box on the upper right hand corner of the
proxy card. When prompted, enter the 7 digit NUMERICAL Control # that follows
the Company Number. Follow the simple instructions to complete your vote.
Should you wish to change a previously cast vote, please re-phone in your vote.
The last voting instructions received will be the vote placed with the
tabulator. The deadline for telephone voting is noon (ET) one business day prior
to the Meeting.
IF YOU VOTE BY TELEPHONE, DO NOT MAIL BACK YOUR PROXY.
THANK YOU FOR VOTING
PLEASE DETACH HERE
- --------------------------------------------------------------------------------
ATTENDANCE CARD
ANNUAL MEETING
OF SHAREHOLDERS
CHORUS
COMMUNICATIONS
GROUP, LTD.
APRIL 20, 1998
7:30 P.M.
Marriott - Madison West
1313 John Q. Hammons Drive
Middleton, Wisconsin 53562
PLEASE DETACH HERE
- --------------------------------------------------------------------------------
(CONTINUED FROM REVERSE SIDE)
THIS PROXY, SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, WILL BE VOTED AS
DIRECTED. IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT WILL BE VOTED FOR
THE ELECTION OF THE NAMED NOMINEES AS DIRECTORS.
The undersigned ratifies that all the Appointed Proxies, or their substitutes,
or anyone of them may lawfully do by virtue hereof, and revokes any proxies
previously given to vote at the Meeting or adjournment(s).
Please mark an (X) in the box to the
right if you plan to attend the
meeting. [ ]
Dated , 1998
-----------------------
------------------------------------
(Signature)
------------------------------------
(Signature)
Please sign exactly as name(s)
appear to the left. When signing in
fiduciary or representative
capacity, please add your full
title. If shares are registered in
more than one name, all holders must
sign. If signature is for a
corporation, the handwritten
signature and title of an authorized
officer are required, together with
the full corporate name.
PLEASE COMPLETE, SIGN AND MAIL THIS
PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE
