<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
- ----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
- ----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------- -------------
Commission file number 1-1245
WISCONSIN ELECTRIC POWER COMPANY
(Exact name of registrant as specified in its charter)
Wisconsin 39-0476280
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
231 West Michigan Street, P.O. Box 2046, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
(414) 221-2590
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at August 1, 1994
-------------------------- -----------------------------
$10 Par Value Common Stock 33,289,327 Shares
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<TABLE>
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WISCONSIN ELECTRIC POWER COMPANY
CONDENSED INCOME STATEMENT
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------ ------------------
1994 1993 1994 1993
------ ------ ------ ------
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues
Electric $339,275 $320,708 $694,514 $654,616
Steam 2,563 2,708 9,426 8,451
-------- -------- -------- --------
Total Operating Revenues 341,838 323,416 703,940 663,067
Operating Expenses
Fuel 71,485 60,354 143,961 128,541
Purchased power 10,040 16,936 21,634 30,874
Other operation expenses 86,641 88,669 177,744 169,503
Maintenance 28,633 39,637 60,632 75,615
Revitalization - - 63,500 -
Depreciation 39,167 37,593 79,060 73,801
Taxes other than income taxes 17,941 17,328 37,081 34,962
Federal income tax 19,531 10,968 36,283 28,850
State income tax 4,593 2,778 8,609 7,154
Deferred income taxes - net 2,042 2,411 (14,494) 4,928
Investment tax credit - net (1,020) (991) (2,040) (1,981)
-------- -------- -------- --------
Total Operating Expenses 279,053 275,683 611,970 552,247
Operating Income 62,785 47,733 91,970 110,820
Other Income and Deductions
Interest income 1,914 3,826 5,528 7,340
Allowance for other funds used
during construction 1,508 2,168 2,761 4,174
Miscellaneous - net 2,223 1,222 4,021 4,552
Income taxes (115) (816) (724) (1,899)
-------- -------- -------- --------
Total Other Income and Deductions 5,530 6,400 11,586 14,167
Income Before Interest Charges 68,315 54,133 103,556 124,987
Interest Charges
Interest expense 25,331 24,077 50,413 49,771
Allowance for borrowed funds used
during construction (852) (1,225) (1,560) (2,318)
-------- -------- -------- --------
Total Interest Charges 24,479 22,852 48,853 47,453
-------- -------- -------- --------
Net Income 43,836 31,281 54,703 77,534
Preferred Stock Dividend Requirement 360 1,446 749 2,893
-------- -------- -------- --------
Earnings Available for Common Stockholder $ 43,476 $ 29,835 $ 53,954 $ 74,641
======== ======== ======== ========
<FN>
Note - Earnings and dividends per share of common stock are not applicable because
all of the company's common stock is owned by Wisconsin Energy Corporation.
See accompanying notes to financial statements.
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</TABLE>
<PAGE> 3
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY FORM 10-Q
CONDENSED BALANCE SHEET
(Unaudited)
<CAPTION>
June 30, 1994 December 31, 1993
--------------- -----------------
(Thousands of Dollars)
Assets
------
<S> <C> <C>
Utility Plant
Electric $4,192,026 $4,079,794
Steam 39,940 39,113
Accumulated provision for depreciation (1,862,743) (1,784,110)
---------- ----------
2,369,223 2,334,797
Construction work in progress 192,192 208,834
Nuclear fuel - net 56,673 52,665
---------- ----------
Net Utility Plant 2,618,088 2,596,296
Other Property and Investments 391,328 375,457
Current Assets
Cash and cash equivalents 15,306 13,421
Accounts receivable 88,421 91,849
Accrued utility revenues 91,808 89,306
Materials, supplies and fossil fuel 115,739 127,312
Prepayments and other assets 71,017 53,812
---------- ----------
Total Current Assets 382,291 375,700
---------- ----------
Deferred Charges and Other Assets
Accumulated deferred income taxes 116,904 97,788
Other 244,744 248,315
---------- ----------
Total Deferred Charges and Other Assets 361,648 346,103
---------- ----------
Total Assets $3,753,355 $3,693,556
========== ==========
Capitalization and Liabilities
------------------------------
Capitalization
Common stock $ 502,566 $ 472,566
Retained earnings 911,515 927,120
---------- ----------
Total Common Stock Equity 1,414,081 1,399,686
Preferred stock - redemption not required 30,451 30,451
Preferred stock - redemption required - 5,250
Long-term debt 1,190,102 1,188,744
---------- ----------
Total Capitalization 2,634,634 2,624,131
Current Liabilities
Long-term debt due currently 18,915 19,254
Short-term debt 137,300 117,903
Accounts payable 57,604 81,630
Accrued liabilities 61,972 61,775
Other 20,019 13,238
---------- ----------
Total Current Liabilities 295,810 293,800
Deferred Credits and Other Liabilities
Accumulated deferred income taxes 437,667 444,717
Other 385,244 330,908
---------- ----------
Total Deferred Credits and Other Liabilities 822,911 775,625
---------- ----------
Total Capitalization and Liabilities $3,753,355 $3,693,556
========== ==========
<FN>
See accompanying notes to financial statements.
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</TABLE>
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<TABLE>
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
Six Months Ended June 30
---------------------------
1994 1993
---- ----
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Net income $ 54,703 $ 77,534
Reconciliation to cash:
Depreciation 79,060 73,801
Nuclear fuel expense - amortization 10,706 10,672
Conservation expense - amortization 11,942 7,378
Debt premium, discount & expense - amortization 7,100 5,620
Revitalization - net 49,347 -
Deferred income taxes - net (14,494) 4,928
Investment tax credit - net (2,040) (1,981)
Allowance for other funds used during construction (2,761) (4,174)
Change in: Accounts receivable 3,428 (4,499)
Inventories 11,573 2,410
Accounts payable (24,026) 1,537
Other current assets (19,707) 2,795
Other current liabilities 6,978 13,561
Other (8,829) (1,092)
-------- --------
Cash Provided by Operating Activities 162,980 188,490
Investing Activities:
Construction expenditures (96,552) (109,440)
Allowance for borrowed funds used during construction (1,560) (2,318)
Nuclear fuel (16,426) (9,463)
Nuclear decommissioning trust (5,080) (5,910)
Conservation investments - net (7,459) (12,861)
Other (8,482) (310)
-------- --------
Cash Used in Investing Activities (135,559) (140,302)
Financing Activities:
Sale of long-term debt 11,079 233,744
Retirement of long-term debt (10,699) (249,400)
Change in short-term debt 19,397 (27,754)
Stockholder contribution 30,000 -
Retirement of preferred stock (5,250) -
Dividends on stock - common (69,284) (32,500)
- preferred (779) (2,893)
-------- --------
Cash Used in Financing Activities (25,536) (78,803)
-------- --------
Change in Cash and Cash Equivalents $ 1,885 $(30,615)
======== ========
Supplemental Information Disclosures:
Cash Paid for:
Interest (net of amount capitalized) $ 42,087 $ 38,719
Income taxes 71,979 49,670
<FN>
See accompanying notes to financial statements.
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</TABLE>
<PAGE> 5
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying unaudited financial statements should be read in
conjunction with the company's 1993 Annual Report on Form 10-K. In the
opinion of management, all adjustments necessary to a fair statement of
the results of operations and financial position of the company have been
included in the accompanying income statement and balance sheet. The
results of operations for the three months and six months ended June 30,
1994 are not, however, necessarily indicative of the results which may
be expected for the year 1994 because of seasonal and other factors.
2. In the first quarter of 1994, Wisconsin Electric Power Company recorded
a $63.5 million charge related to its revitalization program. The charge
reflects primarily the costs of voluntary severance and early retirement
packages which are being used to reduce employee staffing levels.
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<PAGE> 6
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by Wisconsin Electric Power Company's ("Wisconsin Electric")
operating activities totaled $163 million during the six months ended June 30,
1994. This compares to $188 million provided during the same period in 1993.
Wisconsin Electric's investing activities totaled $136 million for the six
months ended June 30, 1994 compared to $140 million during the same period in
1993. Investments during the first half of 1994 include $97 million for the
construction of new or improved facilities, $16 million for acquisition of
nuclear fuel, $7 million for net capitalized conservation expenditures and $5
million for payments to an external trust for the eventual decommissioning of
Wisconsin Electric's Point Beach Nuclear Plant.
Capital requirements for the remainder of 1994 are expected to be principally
for construction expenditures, capitalized conservation programs and payments
to the external trust for the eventual decommissioning of the Point Beach
Nuclear Plant. Exclusive of possible debt refundings, Wisconsin Electric
tentatively plans to issue approximately $100 million of long-term debt in a
public offering later in 1994. The specific form, amount and timing of debt
securities to be issued have not yet been determined and will depend, to a
large extent, on market conditions.
RESULTS OF OPERATIONS
Second Quarter Results:
Earnings increased $14 million during the second quarter of 1994 compared to
the same period during 1993 largely reflecting a 7.4% increase in kilowatt-
hour sales and reduced expenses. Maintenance expenses decreased 27.8% during
the period largely because of reduced expenditures made in connection with the
Port Washington Power Plant, as three years of renovation work at this
facility neared completion. For additional information regarding the
completion of the Port Washington renovation project, refer to ITEM 5. OTHER
INFORMATION - "PORT WASHINGTON RENOVATION COMPLETED" in PART II hereof. Other
operation expenses during the second quarter of 1994 decreased 2.3% on a
comparative basis reflecting, among other things, savings attributable to the
"Revitalization" program undertaken at Wisconsin Electric. The Revitalization
efforts being implemented are designed to increase efficiencies, reduce costs
and improve customer service in order to position the company for success in
the emerging competitive utility environment.
The 5.7% increase in operating revenues reflects higher kilowatt-hour sales
and rate increases at Wisconsin Electric.
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<PAGE> 7
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
PART I - FINANCIAL INFORMATION (Cont'd)
RESULTS OF OPERATIONS - Cont'd
The projected annualized revenue impact of rate changes authorized by
regulatory commissions which impact 1993 and 1994 operating revenues are as
follows:
Revenue Percent
Increase Change in Effective
Company/Service (Decrease) Rates Date
------------------------ ------------ --------- -----------
Wisconsin Electric
* Retail electric, WI 2,448,000 0.2% 02/17/93
Steam heating 505,000 3.5 02/17/93
Wholesale electric 6,000,000 10.6 06/09/93
Retail electric, MI 1,366,000 4.3 07/09/93
------------------------
* The $2.4 million annualized rate increase effective February 17,
1993 represents the net rate increase after the elimination of
a fuel adjustment rate reduction in effect since May 1992.
ELECTRIC SALES
Three Months Ended June 30
---------------------------
Electric Sales - Megawatt Hours 1994 1993 % Change
- ------------------------------- ---------- ---------- --------
Residential 1,472,750 1,458,835 1.0
Small Commercial and Industrial 1,661,575 1,514,319 9.7
Large Commercial and Industrial 2,611,826 2,492,295 4.8
Other 396,838 430,660 (7.9)
---------- ----------
Total Retail and Municipal 6,142,989 5,896,109 4.2
Resale-Utilities 408,691 203,060 101.3
---------- ----------
Total Sales 6,551,680 6,099,169 7.4
- -------------------------------
Total electric kilowatt-hour sales during the second quarter of 1994 were
positively impacted by, among other things, substantially warmer weather
conditions. As measured by cooling degree days, the second quarter of 1994
was 84.2% warmer than normal.
Electric energy sales to the Empire and Tilden iron ore mines, Wisconsin
Electric's two largest customers, increased 2.2% during the quarter ended
June 30, 1994 compared to the same period during 1993. Excluding the mines,
total electric sales increased 8.0% and sales to all other large commercial
and industrial customers increased 5.6% during the second quarter of 1994
compared to the same period during 1993.
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<PAGE> 8
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
PART I - FINANCIAL INFORMATION (Cont'd)
Year-to-Date Results:
Earnings decreased $21 million during the six months ended June 30, 1994
compared to the same period during 1993 primarily reflecting a non-recurring
restructuring charge of approximately $39 million (net of tax) incurred during
the first quarter of 1994 as part of the "Revitalization" program undertaken
at Wisconsin Electric. This charge includes the cost of voluntary severance
and early retirement packages used to reduce employee staffing levels. It is
anticipated that this charge will be offset by the end of 1995 through savings
in operation and maintenance costs. Excluding the non-recurring charge,
earnings would have increased approximately $18 million during the 6 month
period ended June 30, 1994 compared to the same period during 1993.
Contributing positively to earnings during the first half of 1994 were
increased kilowatt-hour sales and the previously described reduction in
expenses.
Operating revenues increased 6.2% during the six months ended June 30, 1994
compared to the same period during 1993, reflecting the increase in
electricity sales and the rate increases in effect during this period.
ELECTRIC SALES
Six Months Ended June 30
---------------------------
Electric Sales - Megawatt Hours 1994 1993 % Change
- ------------------------------- ---------- ---------- --------
Residential 3,268,195 3,161,019 3.4
Small Commercial and Industrial 3,319,361 3,085,678 7.6
Large Commercial and Industrial 5,074,258 4,870,161 4.2
Other 836,259 929,416 (10.0)
---------- ----------
Total Retail and Municipal 12,498,073 12,046,274 3.8
Resale-Utilities 800,149 436,767 83.2
---------- ----------
Total Sales 13,298,222 12,483,041 6.5
- -------------------------------
Total electric kilowatt-hour sales during the first six months of 1994 were
positively impacted by, among other things, substantially warmer weather
conditions during the second quarter of 1994 and colder weather conditions
during the first quarter of 1994. As measured by cooling degree days, the
second quarter of 1994 was 84.2% warmer than normal, while, as measured by
heating degree days, the first quarter of 1994 was 9.4% colder compared to the
same period during 1993.
Electric energy sales to the Empire and Tilden iron ore mines, Wisconsin
Electric's two largest customers, increased 2.4% during the six months ended
June 30, 1994 compared to the same period during 1993. Excluding the mines,
total electric sales increased 6.9% and sales to all other large commercial
and industrial customers increased 4.7% during the six months ended June 30,
1994 compared to the same period during 1993.
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<PAGE> 9
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
PART I - FINANCIAL INFORMATION (Cont'd)
ELECTRIC SALES - Cont'd
For certain other information which may impact Wisconsin Electric's future
financial condition or results of operations, see ITEM 1. LEGAL PROCEEDINGS
and ITEM 5. OTHER INFORMATION in Part II.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The following information should be read in conjunction with ITEM 3. LEGAL
PROCEEDINGS in PART I of Wisconsin Electric's Annual Report on Form 10-K for
the year ended December 31, 1993.
RATE MATTERS
WISCONSIN RETAIL ELECTRIC JURISDICTION
1994 Fuel Cost Adjustment: Effective August 4, 1994, the Public Service
Commission of Wisconsin ("PSCW") authorized Wisconsin Electric to reduce
Wisconsin retail electric rates to reflect lower fuel and purchased power
expenses. The adjustment will reduce Wisconsin retail electric rates by an
annualized $16.2 million, or 1.3%.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At Wisconsin Electric's 1994 Annual Meeting of Stockholders held on May 10,
1994, for which Wisconsin Electric did not solicit proxies, the board of
directors as listed in Wisconsin Electric's Information Statement dated
April 15, 1994 (the "Information Statement") was re-elected in its entirety.
With respect to each nominee, 33,289,327 votes were cast for election and no
votes were withheld. There was no solicitation in opposition to the nominees
proposed in the Information Statement and there were no abstentions or broker
non-votes with respect to the election of directors.
Further information concerning this matter is contained in the Information
Statement.
ITEM 5. OTHER INFORMATION
CONCORD GENERATING STATION
In May 1994, two units, or approximately 150 megawatts of peaking capacity,
were placed in-service marking the completion of the new Concord Generating
Station. Previously, two units, or approximately 150 megawatts of peaking
capacity, were placed in-service at this facility during 1993. Capital
expenditures associated with the four units at this facility total
approximately $108 million. The 300 megawatt natural gas-fired combustion
turbine facility, located near Watertown, Wisconsin is expected to run
approximately 5% of the time during a year, helping meet electric peak demand
requirements.
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<PAGE> 10
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
PART II - OTHER INFORMATION (Cont'd)
ITEM 5. OTHER INFORMATION - Cont'd
PORT WASHINGTON RENOVATION COMPLETED
In June 1994, Wisconsin Electric completed the renovation work at its Port
Washington Power Plant, which included upgrading the turbine generators and
boilers and the installation of additional emission control equipment. With
units 1 and 2 completed in 1993 and unit 3 completed in 1992, the project
concluded with the recent completion of the unit 4 work. The total cost of
this renovation project was approximately $112 million.
RECORD ELECTRIC PEAK DEMAND
On June 17, 1994, Wisconsin Electric reached a new all-time electric peak
demand of 4,950 megawatts, during a period of unusually hot and humid weather.
The previous record peak demand of 4,797 megawatts was set on August 27, 1991.
EFFECTIVE DATE OF PLANNED MERGER OF WN INTO WE DELAYED
In a current report on Form 8-K dated January 24, 1994 (File No. 1-1245), an
announcement was made regarding the intent to merge Wisconsin Natural Gas
Company, the wholly-owned natural gas utility subsidiary of Wisconsin Energy
Corporation, into Wisconsin Electric, the principal utility subsidiary of
Wisconsin Energy Corporation. At that time it was anticipated that such
merger would be effective by year-end 1994.
The completion of the planned merger, which is subject to a number of
conditions including requisite regulatory approvals, is currently anticipated
to occur by year-end 1995.
As part of the company's current "Revitalization" effort, the combination of
the electric and gas utilities is expected to reduce operating costs and
improve the competitive position of Wisconsin Energy Corporation's utility
operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
The following Exhibit is filed with this report:
(3)-1 Bylaws of Wisconsin Electric Power Company, as amended to
July 27, 1994 to provide that the annual meeting of
stockholders may be held on or before the 1st of July
of each year. (Section 1 of Bylaw I)
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<PAGE> 11
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
PART II - OTHER INFORMATION (Cont'd)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - Cont'd
The following exhibit is incorporated herein by reference to the
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994
of Wisconsin Energy Corporation (File No. 1-9057), with which
it is filed as an exhibit bearing the same exhibit number:
(10)-1 Executive Non-Qualified Trust by and between Wisconsin
Energy Corporation and Firstar Trust Company, dated
May 12, 1994, established to provide a source of funds
to assist in the meeting of the liabilities under various
nonqualified deferred compensation plans made between the
Registrant or its subsidiaries and various plan participants.
(b) Reports on Form 8-K:
No current reports on Form 8-K were filed in the quarter ended June 30,
1994.
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<PAGE> 12
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------------
(Registrant)
/s/ J. W. Boston
--------------------------------------
Date: August 12, 1994 J. W. Boston, President and Chief
Operating Officer
/s/ A. K. Klisurich
--------------------------------------
Date: August 12, 1994 A. K. Klisurich, Controller
(Chief Accounting Officer)
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<PAGE> 13
Wisconsin Electric Power Company
EXHIBIT INDEX
-------------
Form 10-Q for Quarter ended 6/30/94
Exhibit
Number
- -------
(3)-1 Bylaws of Wisconsin Electric Power Company, as amended to
July 27, 1994 to provide that the annual meeting of stockholders
may be held on or before the 1st of July of each year.
(Section 1 of Bylaw I)
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<PAGE> 1
EXHIBIT (3)-1
BYLAWS
OF
WISCONSIN ELECTRIC POWER COMPANY
___________________________________________
AS AMENDED TO JULY 27, 1994, INCLUSIVE
___________________________________________
<PAGE> 2
BYLAWS
OF
WISCONSIN ELECTRIC POWER COMPANY
BYLAW I. STOCKHOLDERS
SECTION 1. DATE OF ANNUAL MEETING
The annual meeting of the stockholders of the corporation shall be held on or
before the 1st day of July of each year, on the date and at the time
designated by the Board of Directors, for the purposes of electing directors
and of transacting such other business as may properly be brought before the
meeting.
SECTION 2. CALL OF SPECIAL MEETINGS
Special meetings of the stockholders may be held upon call of the Board of
Directors, the Executive Committee, the Chairman of the Board or the President
or the holders of not less than one-tenth (defined as provided in Section 5 of
this Bylaw) of all shares of the corporation entitled to vote at the meeting
at such time as may be stated in the call and notice; or in case the meeting
is for the purpose of enabling the holders of the Six Per Cent. Preferred
Stock, the $100 Par Value Serial Preferred Stock and the $25 Par Value Serial
Preferred Stock (hereinafter together called the "Preferred Stocks") to elect
directors of the corporation, upon the conditions set forth in the Articles of
Incorporation, then, upon call as therein provided.
SECTION 3. PLACE OF MEETINGS
The Board of Directors may designate any place, either within or without the
State of Wisconsin, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. If no designation is made,
or if a special meeting be otherwise called, the place of meeting shall be the
principal business office of the corporation in the State of Wisconsin or such
other suitable place in the county of such principal office as may be
designated by the person calling such meeting, but any meeting may be
adjourned to reconvene at any place designated by vote of a majority (defined
as provided in Section 5 of this Bylaw) of the shares represented thereat.
SECTION 4. NOTICE OF MEETINGS
Notice of the time and place of every meeting of the stockholders, and in the
case of a special meeting further stating the purposes for which such meeting
is called, shall be delivered personally or mailed at least ten (10) days
before the meeting to each stockholder of record entitled to vote at the
meeting, at his address as it may appear on the books of the corporation.
Such further notice shall be given by mail, publication or otherwise, as may
be required by law.
July 27, 1994
<PAGE> 3
2
SECTION 5. VOTING AT MEETINGS
A. Proxies
Every stockholder entitled to vote at any meeting may so vote either in
person or by proxy.
B. Balloting and Inspectors of Election
Voting at meetings of stockholders need not be by written ballot unless
so determined in a resolution of the Board of Directors relating thereto.
Voting at meetings of stockholders shall be conducted by one or more
inspectors of election appointed by the Board of Directors. However, no
director or person who is a candidate for the office of director shall be
appointed as such inspector. The inspectors, before entering upon the
discharge of their duties, shall take and subscribe an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality
and according to the best of their ability.
C. Quorum
Except as otherwise provided in the Articles of Incorporation, a majority
(defined as provided below in this Section) of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a
meeting of stockholders. If a quorum is present, the affirmative vote of
the majority (as so defined) of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the stock-
holders unless the vote of a greater number or voting by classes is
required by law or the Articles of Incorporation. Though less than a
quorum of the outstanding shares are represented at a meeting, a majority
(as so defined) of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which
a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed.
D. Proxies Upon Accrual of Special Right
In connection with the first election of a majority of the members of the
Board of Directors by the holders of the Preferred Stocks upon accrual of
the special right of such holders to elect a majority of the members of
the Board, as provided in Article III of the Articles of Incorporation,
the corporation shall prepare and mail to such holders of record such
proxy forms, communications and documents as may be deemed appropriate
(and also such as may be required by any governmental authority having
jurisdiction) for the purpose of soliciting proxies for the election of
directors by such holders, voting separately as a class without regard to
series.
February 26, 1992
<PAGE> 4
3
E. Majority, Etc., to be Based on Votes Entitled to be Cast
The references in Sections 2 and 3 and this Section 5 of Bylaw I and in
Section 2 of Bylaw II to one-tenth or a majority of specified shares
shall mean one-tenth or a majority, as the case may be, of the votes
entitled to be cast at a meeting by holders of such specified shares.
SECTION 6. CONDUCT OF MEETINGS
Meetings of the stockholders shall be presided over by the Chairman of the
Board if there be an incumbent in that office, or in his absence or at his
request, by the President, or if he is not present, by a Vice President, or if
no Vice President is present, by a chairman to be chosen at the meeting. The
Secretary of the corporation, or if he is not present, an Assistant Secretary
of the corporation, or if no Assistant Secretary is present, a person
appointed by the chairman of the meeting, shall act as secretary of the
meeting.
SECTION 7. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE
For the purpose of determining stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, seventy days. If the stock
transfer books shall be closed for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, such books
shall be closed for at least ten days immediately preceding such meeting. In
lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of stockholders,
such date in any case to be not more than seventy days and, in case of a
meeting of stockholders, not less than ten days prior to the date on which the
particular action, requiring such determination of stockholders, is to be
taken. If the stock transfer books are not closed and no record date is fixed
for the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the close of business on the date on which notice of the meeting is
mailed or on the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record
date for such determination of stockholders. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this Section, such determination shall apply to any adjournment
thereof except where the determination has been made through the closing of
the stock transfer books and the stated period of closing has expired.
February 26, 1992
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SECTION 8. NOTICE OF STOCKHOLDER NOMINATION(S) AND/OR PROPOSAL(S)
Except with respect to nomination(s) or proposal(s) adopted or recommended by
the Board of Directors for inclusion in the corporation's proxy or information
statement for its annual meeting, a stockholder entitled to vote at a meeting
may nominate a person or persons for election as director(s) or propose
action(s) to be taken at a meeting only if written notice of any stockholder
nomination(s) and/or proposal(s) to be considered for a vote at an annual
meeting of stockholders is delivered personally or mailed by Certified Mail-
Return Receipt Requested at least seventy (70) days before such meeting to the
Secretary of the corporation at the principal business office of the
corporation. With respect to stockholder nomination(s) for the election of
directors each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination(s) and of the person or persons
to be nominated; (b) a representation that the stockholder is a holder of
record or a beneficial holder of stock of the corporation entitled to vote at
such meeting (including the number of shares the stockholder owns as of the
record date and the length of time the shares have been held) and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements and
understandings between the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would have been
required to be included in a proxy or information statement filed pursuant to
the proxy rules of the Securities and Exchange Commission (whether or not such
rules are applicable) had each nominee been nominated, or intended to be
nominated, by the Board of Directors; and (e) the consent of each nominee to
serve as a director of the corporation if so elected. With respect to
stockholder proposal(s) for action(s) to be taken at an annual meeting of
stockholders, the notice shall clearly set forth: (a) the name and address of
the stockholder who intends to make the proposal(s); (b) a representation that
the stockholder is a holder of record or a beneficial holder of the stock of
the corporation entitled to vote at the meeting (including the number of
shares the stockholder owns as of the record date and the length of time the
shares have been held) and intends to appear in person or by proxy to make the
proposal(s) specified in the notice; (c) the proposal(s) and a brief
supporting statement of such proposal(s); and (d) such other information
regarding the proposal(s) as would have been required to be included in a
proxy or information statement filed pursuant to the proxy rules of the
Securities and Exchange Commission (whether or not such rules are applicable).
Except with respect to nomination(s) or proposal(s) adopted or recommended by
the Board of Directors for inclusion in the notice to stockholders for a
special meeting of stockholders, a stockholder entitled to vote at a special
meeting may nominate a person or persons for election as director(s) and/or
November 25, 1992
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propose action(s) to be taken at a meeting only if written notice of any
stockholder nomination(s) and/or proposal(s) to be considered for a vote at a
special meeting of stockholders is delivered personally or mailed by Certified
Mail-Return Receipt Requested to the Secretary of the corporation at the
principal business office of the corporation so that it is received in a
reasonable period of time before such special meeting. Only business within
the purposes described in the notice to stockholders of the special meeting
may be considered at the special meeting. All other notice requirements
regarding stockholder nomination(s) and/or proposal(s) applicable to annual
meetings also apply to nomination(s) and/or proposal(s) for special meetings.
The chairman of the meeting may refuse to acknowledge the nomination(s) and/or
proposal(s) of any person made without compliance with the foregoing
procedures. This section shall not affect the corporation's rights or
responsibilities with respect to its proxies or proxy or information statement
for any meeting.
BYLAW II. DIRECTORS
SECTION 1. NUMBER
The number of directors constituting the whole Board of Directors shall be
such number as shall be fixed from time to time by the affirmative vote of the
whole Board but in no event shall the number be less than three. Until so
fixed at a different number, the number shall be twelve. The number of
directors at any time constituting the whole Board shall not be reduced so as
to shorten the term of any director then in office.
The directors shall hold office until the next annual meeting of stockholders
at which their respective terms of office shall expire and until their
respective successors are duly elected and qualified.
SECTION 2. VACANCIES
Any vacancy occurring among the directors, including a vacancy created by an
increase in the number of directors, shall be filled by the affirmative vote
of a majority of the remaining directors and each director so elected shall
hold office until the next annual stockholders' meeting. However, in filling
any vacancy occurring among the directors elected by the holders of the
Preferred Stocks, the Board shall be limited to voting upon a candidate or
candidates nominated by the remaining director or a majority of the remaining
directors elected by the holders of the Preferred Stocks; in filling any
vacancy occurring among the directors elected by the Common stockholders, the
Board shall be limited to voting upon candidates nominated by the remaining
director or a majority of the remaining directors elected by the Common
stockholders.
At any meeting of the stockholders, the holders of a majority (defined as
provided in Section 5 of Bylaw I) of shares of the Preferred Stocks of the
corporation, voting separately as a class without regard to series, may remove
November 25, 1992
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any director theretofore elected by the holders of the Preferred Stocks or
elected by the Board to fill a vacancy among the directors elected by the
holders of the Preferred Stocks, and may fill any vacancy in the Board for the
unexpired term thus caused; and the holders of a majority (defined as provided
in Section 5 of Bylaw I) of the shares of Common Stock of the corporation,
voting separately as a class, may remove any director theretofore elected by
the Common stockholders or elected by the Board to fill a vacancy among the
directors elected by the Common stockholders, and may fill the vacancy in the
Board for the unexpired term thus caused.
SECTION 3. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at such time and
place within or without the State of Wisconsin as may from time to time be
fixed by the Board without notice other than the resolution or other action of
the Board establishing the time and place of such regular meetings.
SECTION 4. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by or at the request
of the Board of Directors, the Executive Committee, the Chairman of the Board,
the President, or any two directors. The persons calling any special meeting
of the Board of Directors may fix any place, either within or without the
State of Wisconsin, as the place for holding any special meeting of the Board
of Directors called by them, and if no other place is fixed, the place of
meeting shall be the principal business office of the corporation.
SECTION 5. NOTICE OF MEETINGS
Notice of each meeting of the Board of Directors (unless otherwise provided in
or pursuant to Section 3 of this Bylaw) shall be given by written notice
delivered personally or mailed or given by telephone or telegram to each
director at his business address or at such other address as such director
shall have designated in writing filed with the Secretary, in each case not
less than 6 hours prior thereto. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed
to be delivered when the telegram is delivered to the telegraph company; if by
telephone, at the time the call is completed. Whenever any notice whatever is
required to be given to any director of the corporation under the Articles of
Incorporation, Bylaws or any provision of law, a waiver thereof in writing,
signed at any time, whether before or after the time of meeting, by the
director entitled to such notice, shall be deemed equivalent to the giving of
such notice. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
and objects thereat to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board need be
specified in the notice or waiver of notice of such meeting.
February 26, 1992
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SECTION 6. QUORUM
A majority of the members of the Board shall constitute a quorum for the
transaction of business, but if at any meeting of the Board there shall be
less than a quorum present, a majority of the directors present may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall have been obtained, when any business may be
transacted which might have been transacted at the meeting as first convened
had there been a quorum.
SECTION 7. MANNER OF ACTING
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors, unless the act
of a greater number is required by the Articles of Incorporation, Bylaws or
any provision of law.
SECTION 8. EXECUTIVE COMMITTEE
The Board of Directors, by the affirmative vote of a majority of the whole
Board, may appoint an Executive Committee, to consist of not less than three
directors, as the Board may from time to time determine. The Executive
Committee shall have and may exercise, when the Board is not in session, all
of the powers vested in the Board, except action in respect of dividends to
stockholders, election of officers or the filling of vacancies in the Board or
the Executive Committee. The Board shall have the power at any time to fill
vacancies in, to change the membership of, or to dissolve, the Executive
Committee. The Executive Committee may make rules for the conduct of its
business and may appoint such committees and assistants as it shall from time
to time deem necessary. A majority of the Executive Committee shall
constitute a quorum.
SECTION 9. OTHER COMMITTEES
The Board of Directors may also appoint one or more other committees to
consist of such number of the directors of the corporation and to perform such
functions as the Board may from time to time determine, except that no
committee created under authority of this Section shall exercise the powers of
the Board of Directors in the management of the business and affairs of the
corporation. The Board shall have power at any time to fill vacancies in, to
change the membership of, or to dissolve, any such committee. A majority of
any such committee may determine its action and fix the time and place of its
meetings, unless the Board shall otherwise provide.
February 26, 1992
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SECTION 10. COMPENSATION
The Board of Directors, by affirmative vote of a majority of the directors
then in office, and irrespective of any personal interest of any of its
members, may (a) establish reasonable compensation of all directors for
services to the corporation as directors, officers or otherwise, and the
manner and time and payment thereof, and (b) provide for reasonable pensions,
disability or death benefits, and other benefits or payments, to directors,
officers and employees and to their estates, families, dependents or
beneficiaries on account of prior services rendered by such directors,
officers and employees to the corporation.
SECTION 11. PRESUMPTION OF ASSENT
A director who is present at a meeting of the Board of Directors or a
committee thereof of which he is a member at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply
to a director who voted in favor of such action.
SECTION 12. UNANIMOUS CONSENT WITHOUT A MEETING
Any action required by the Articles of Incorporation, Bylaws or any provision
of law to be taken at a meeting of directors or any other action which may be
taken at such a meeting may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all of the directors or
members of a committee thereof entitled to vote with respect to the subject
matter thereof and such consent shall have the same force and effect as a
unanimous vote.
BYLAW III. OFFICERS
SECTION 1. POSITIONS
The Board of Directors, as soon as may be after the election of directors held
in each year, shall elect one of its number Chairman of the Board unless it
determines not to fill such office, and shall elect one of its number
President of the corporation, and shall elect one or more Vice Presidents, a
Secretary and a Treasurer and from time to time shall appoint such Assistant
Secretaries, Assistant Treasurers and other officers as it may deem proper.
Any two or more offices may be held by the same person, except the offices of
President and Secretary and the offices of President and Vice President.
February 26, 1992
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SECTION 2. TERM OF OFFICE
The term of office of all officers shall be one year or until their respective
successors are duly chosen or until their prior death, resignation or removal.
Any officer may be removed from office at any time by the affirmative vote of
a majority of the whole Board.
SECTION 3. POWERS AND DUTIES
Subject to such limitations as the Board of Directors may from time to time
prescribe, the officers of the corporation shall each have such powers and
duties as generally pertain to their respective offices, as well as such
powers and duties as from time to time may be conferred by the Board of
Directors or the Executive Committee. The Treasurer and the Assistant
Treasurers may be required to give bond for the faithful discharge of their
duties, in such sum and of such character as the Board may from time to time
prescribe.
BYLAW IV. INDEMNIFICATION
SECTION 1. MANDATORY INDEMNIFICATION
The corporation shall indemnify to the fullest extent permitted by law any
person who is or was a party or threatened to be made a party to any legal
proceeding by reason of the fact that such person is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another enterprise, against expenses
(including attorney fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such legal
proceeding.
SECTION 2. CERTAIN DEFINITIONS
As used in this Bylaw IV, (a) "indemnify" includes the advancement of expenses
upon receipt of an undertaking to repay upon specified conditions, (b)
"fullest extent permitted by law" means the fullest extent to which indemnity
may lawfully be provided by, pursuant to or consistently with, the provisions
of subsections (l) and (2) of Section 180.05 of the Wisconsin Statutes (or any
successor provision), a bylaw under subsection (6) of that Section (or any
successor provision) or any other applicable law, whether statutory or
otherwise, (c) "person" includes the person's heirs, executors and
administrators, (d) "legal proceeding" means any threatened, pending or
completed action, suit or proceeding, whether or not by or in right of the
corporation, (e) "other enterprise" includes any corporation, partnership,
joint venture, trust, dividend reinvestment plan, stock purchase plan,
employee benefit plan or other plan or entity, (f) "expenses" include expenses
in the enforcement of rights under this Bylaw and any excise taxes assessed
with respect to an employee benefit plan and (g) in respect of any of such
plans, (i) "serving at the request of the corporation as a director or
officer" includes serving at the request of the corporation in any capacity
that involves services or duties with respect to the plan or its participants
or beneficiaries and (ii) action reasonably believed to be in the interest of
such participants or beneficiaries shall be deemed reasonably believed to be
in, or not opposed to, the best interests of the corporation.
February 26, 1992
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SECTION 3. LEGAL ENFORCEABILITY
The rights provided to any person by the terms of this Bylaw IV shall be
legally enforceable against the corporation by such person, who shall be
presumed to have relied on the provisions of this Bylaw in undertaking or
continuing any of the positions with the corporation or other enterprise
referred to in Section 1 of this Bylaw IV.
SECTION 4. LIMITATION ON MODIFICATION OR TERMINATION
No modification or termination of this Bylaw IV shall be effected which would
impair any rights hereunder arising at any time out of events occurring prior
to such modification or termination.
SECTION 5. NON-EXCLUSIVE BYLAW
This Bylaw IV is not intended to be exclusive and accordingly shall not be
construed as impairing in any way the power and authority of the corporation,
to the extent legally permissible without regard to this Bylaw IV, in its
discretion to indemnify or agree to indemnify, or to purchase insurance
indemnifying, any employee, agent or other person.
BYLAW V. STOCK CERTIFICATES AND TRANSFER
SECTION 1. STOCK CERTIFICATES AND FACSIMILE SIGNATURES
The certificates for shares of stock of the corporation shall be signed either
manually or by facsimile signature by the President or a Vice President, and
by the Secretary or an Assistant Secretary of the corporation, or any other
officer or officers that the Board of Directors designates, and may be sealed
with the seal of the corporation.
The certificates for shares shall be countersigned and registered either
manually or by facsimile signature in such manner, if any, as the Board of
Directors may from time to time prescribe. The transfer agent and the
registrar may, but need not be, the same person or agency. In the event that
the corporation or its agent is acting in the dual capacity of transfer agent
and registrar, a single manual or facsimile signature may be used.
In case any such person acting as an officer, transfer agent or registrar, who
has signed, or whose facsimile signature has been placed upon such
certificate, shall have ceased to be such officer, transfer agent or
registrar, before such certificate is issued, it may be used by the
corporation with the same effect as if such person had not ceased to be such
at the date of its issue.
February 26, 1992
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SECTION 2. TRANSFER OF STOCK
The shares of stock of the corporation shall be transferable on the books of
the corporation upon request by the holders thereof or by duly authorized
attorney, upon surrender and cancellation of certificates for a like number of
shares of the same class of stock, with duly executed assignment and power of
transfer endorsed thereon or attached thereto, and with such proof of the
authenticity of the signature as the corporation or its agents may reasonably
require.
Prior to due presentment of a certificate for shares for registration of
transfer the corporation may treat the registered owner of such shares as the
person exclusively entitled to vote, to receive notifications and otherwise to
have and exercise all the rights and powers of an owner. Where a certificate
for shares is presented to the corporation with a request to register for
transfer, the corporation shall not be liable to the owner or any other person
suffering loss as a result of such registration of transfer if (a) there were
on or with the certificate the necessary endorsements, and (b) the corporation
had no duty to inquire into adverse claims or has discharged any such duty.
The corporation may require reasonable assurance that said endorsements are
genuine and effective and in compliance with such other regulations as may be
prescribed by or under the authority of the Board of Directors.
SECTION 3. LOST, DESTROYED OR STOLEN CERTIFICATES
Where the owner claims that his certificate for shares has been lost,
destroyed or wrongfully taken, a new certificate shall be issued in place
thereof if the owner (a) so requests before the corporation has notice that
such shares have been acquired by a bona fide purchaser, and (b) files with
the corporation a sufficient indemnity bond, and (c) satisfies such other
reasonable requirements as may be prescribed by or under the authority of the
Board of Directors.
BYLAW VI. CONTRACTS, CHECKS, NOTES, BONDS, ETC.
SECTION 1. CONTRACTS
The Board of Directors may authorize any officer or officers, agent or agents,
to enter into any contract or execute or deliver any document or instrument,
whether of conveyance or otherwise, in the name of and on behalf of the
corporation, and such authorization may be general or confined to specific
instances.
SECTION 2. CHECKS, DRAFTS, ETC.
All checks and drafts on the corporation's bank accounts and all bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed or, in the case of wire
transfers, shall be authorized by such officer or officers, employee or
employees, or agent or agents as shall be thereunto authorized from time to
time by the Board of Directors; provided that checks drawn on the
corporation's bank accounts may bear the facsimile signature of such officer
or officers, employee or employees, or agent or agents as the Board of
Directors shall authorize; and provided further that in the case of notes,
bonds or debentures issued under a trust instrument of the corporation and
required to be signed by two officers of the corporation, the signatures of
either or both of such officers may be in facsimile if specifically authorized
February 26, 1992
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and directed by the Board of Directors of the corporation and if such notes,
bonds or debentures are required to be authenticated by a corporate trustee
which is a party to the trust instrument. In case any such officer who has
signed, or whose facsimile signature has been placed upon such instrument
shall have ceased to be such officer before such instrument is issued, it may
be issued by the corporation with the same effect as if such officer had not
ceased to be such at the date of its issue.
BYLAW VII. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January in
each year and shall end on the thirty-first day of December following.
BYLAW VIII. CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the corporation
and the words "Corporate Seal, Jan. 29, 1896."
BYLAW IX. EFFECT OF HEADINGS
The descriptive headings in these Bylaws were formulated, used and inserted
herein for convenience only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.
BYLAW X. AMENDMENTS
The Bylaws of the corporation may be altered, amended, added to, rescinded or
repealed and new Bylaws may be adopted at any meeting of the stockholders,
provided notice of the proposed change is given in the notice of the meeting.
Subject to the power of the stockholders to alter, amend, or repeal any Bylaws
made by the Board of Directors, the Board may make additional Bylaws for the
corporation and may from time to time alter and amend these Bylaws.
February 26, 1992
