<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12
WISCONSIN POWER AND LIGHT COMPANY
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MERRILL CORPORATION
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / 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 transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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>
[LOGO]
Wisconsin Power and Light Company, 222 West Washington Avenue, P.O. Box 192,
Madison, WI, 53701-0192
Telephone (608) 252-3311
April 8, 1994
TO THE OWNERS OF WISCONSIN POWER AND LIGHT COMPANY:
We extend a cordial invitation to you to join us at the 1994 Annual Meeting
of Shareowners of Wisconsin Power and Light Company (the Company). The meeting
will be held at the Dane County Coliseum, 1881 Expo Mall, Madison, Wisconsin, on
May 18, 1994, at 10:00 a.m., immediately preceding the Annual Meeting of WPL
Holdings, Inc. To help with directions, a map showing the location of the
meeting site is provided on the last page of this document. Parking will be
available at no cost. If you plan to join us for the meeting, please indicate
the names of the individuals who will be attending on the enclosed proxy card
reservation form.
The enclosed Notice of Annual Meeting and Proxy Statement sets forth the
items to be considered at the meeting. A lunch will be served following the
meeting.
The Company is a subsidiary of WPL Holdings, Inc. and the Company's
preferred stock is the only class of its stock outstanding in the hands of the
public. WPL Holdings, Inc. owns all of the Company's common stock. The Company
and WPL Holdings, Inc. will be holding separate shareowner meetings. If you are
a shareowner of both WPL Holdings and the Company, you will receive two Notices
of Annual Meeting and Proxy Statements, one for each company. Shareowners of
both companies will also receive two proxy cards, one for each company. If you
are a shareowner of both companies, you will have to return BOTH proxy cards to
vote all your shares.
PLEASE NOTE THAT THE 1993 ANNUAL REPORT OF THE COMPANY APPEARS AS APPENDIX B
TO THIS PROXY STATEMENT.
It is important to your interests, and also is helpful to the directors of
the Company, that all shareowners participate in the affairs of the Company,
regardless of the number of shares owned. Whether or not you plan to attend the
meeting, please sign and date the enclosed proxy card and return it in the
postage paid envelope provided for that purpose. You may, of course, still vote
your shares in person at the meeting even if you have previously returned your
proxy.
Your participation in person or by proxy is very important.
Sincerely,
[GRAPHIC]
ERROLL B. DAVIS, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
ANNUAL MEETING OF SHAREOWNERS
DATE: MAY 18, 1994
TIME: 10:00 a.m.
LOCATION: DANE COUNTY COLISEUM
MADISON, WISCONSIN
(See map printed on the
last page of this document.)
SHAREOWNER INFORMATION NUMBERS
LOCAL CALLS (MADISON AREA) ................ 252-3110
TOLL FREE NUMBER .................... 1-800-356-5343
<PAGE>
[LOGO]
Wisconsin Power and Light Company, 222 West Washington Avenue, P.O. Box 192,
Madison, WI, 53701-0192
Telephone (608) 252-3311
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
10:00 A.M., MAY 18, 1994
The Annual Meeting of Shareowners of Wisconsin Power and Light Company (the
Company) will be held at the Dane County Coliseum, 1881 Expo Mall, Madison,
Wisconsin, on May 18, 1994, at 10:00 a.m. local time, for the following
purposes:
(1) To elect a total of seven directors, four for terms expiring at the 1997
Annual Meeting of Shareowners, one for a term expiring at the 1996 Annual
Meeting of Shareowners, and two for terms expiring at the 1995 Annual
Meeting of Shareowners.
(2) To appoint Arthur Andersen & Co. as independent auditors for the
calendar year 1994.
(3) To approve proposed amendments of the Company's Restated Articles of
Organization to allow the Company to issue preferred stock with a
variable or floating dividend rate and to effect certain other clarifying
changes.
(4) To consider and act upon any other business that may properly come
before the meeting.
The Board of Directors of the Company presently knows of no other business
to come before the meeting.
Only the sole common shareowner, WPL Holdings, Inc., and preferred
shareowners of record on the books of the Company at the close of business on
March 22, 1994, are entitled to vote at the meeting. All such shareowners are
requested to be present at the meeting in person or by proxy.
PLEASE SIGN AND RETURN YOUR PROXY IMMEDIATELY. YOUR PROXY COVERS ALL OF YOUR
SHARES OF THE VARIOUS SERIES OF PREFERRED STOCK OF THE COMPANY. IF YOU ATTEND
THE MEETING, YOU MAY WITHDRAW YOUR PROXY AT THE REGISTRATION DESK AND VOTE IN
PERSON. ALL SHAREOWNERS ARE URGED TO RETURN THEIR PROXY PROMPTLY.
THE 1993 ANNUAL REPORT OF THE COMPANY APPEARS AS APPENDIX B TO THIS PROXY
STATEMENT. THE PROXY STATEMENT AND ANNUAL REPORT HAVE BEEN COMBINED INTO A
SINGLE DOCUMENT TO IMPROVE THE EFFECTIVENESS OF OUR FINANCIAL COMMUNICATION AND
TO REDUCE COST, ALTHOUGH THE ANNUAL REPORT DOES NOT CONSTITUTE A PART OF THE
PROXY STATEMENT.
For information purposes only, you will receive under separate cover a copy
of the WPL Holdings, Inc. 1993 Annual Report to shareowners. That document is
sent to you in order that shareowners of the Company may keep up-to-date on
activities of WPL Holdings, Inc. However, the WPL Holdings, Inc. Annual Report
is not intended to be used in conjunction with the solicitation of proxies with
respect to the Company.
By Order of the Board of Directors
[GRAPHIC 1]
EDWARD M. GLEASON
CORPORATE SECRETARY
April 8, 1994
<PAGE>
[LOGO]
Wisconsin Power and Light Company, 222 West Washington Avenue, P.O. Box 192,
Madison, WI, 53701-0192
Telephone (608) 252-3311
APRIL 8, 1994
PROXY STATEMENT RELATING TO
1994 ANNUAL MEETING OF SHAREOWNERS
The purposes of the meeting are set forth in the accompanying notice. The
enclosed proxy relating to the meeting is solicited on behalf of the Board of
Directors of the Company and the cost of such solicitation will be borne by the
Company. Following the original solicitation of proxies by mail, beginning on or
about April 8, 1994, certain of the officers and regular employees of the
Company may solicit proxies by telephone, telegraph or in person, but without
extra compensation. The Company has retained Morrow & Co., Inc. to assist in the
solicitation of proxies for an estimated fee of $12,500 plus out-of-pocket
expenses. The Company will pay to banks, brokers, nominees, and other
fiduciaries their reasonable charges and expenses incurred in forwarding the
proxy material to their principals.
The Company is a subsidiary of WPL Holdings, Inc., which owns all of the
Company's outstanding common stock.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREOWNER, WHO IS ENTITLED
TO VOTE AT THE MEETING AND WHO MAKES A WRITTEN REQUEST, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K (NOT INCLUDING EXHIBITS THERETO), AS FILED PURSUANT
TO THE SECURITIES EXCHANGE ACT OF 1934. WRITTEN REQUESTS FOR THE FORM 10-K
SHOULD BE MAILED TO THE CORPORATE SECRETARY AT THE ADDRESS STATED ABOVE.
REORGANIZATION OF BOARD OF DIRECTORS
In February 1994, the Board of Directors of the Company's parent, WPL
Holdings, Inc. (WPLH), determined that it was desirable to have common board
membership for WPLH and the Company. Consequently, the Board of Directors of the
Company created three new positions on the Board of Directors of the Company and
appointed those members of the WPLH Board of Directors who were not already
members of the Board of the Company to fill the new vacancies. The newly
appointed members of the Board of the Company were appointed to the same class
as held on the Board of WPLH as it relates to the duration of their term of
office. Similar changes were made in the composition of the Board of Directors
of WPLH so that after the reorganization the membership of the Board of the
Company and the Board of WPLH were identical. These changes were made to
facilitate a more strategically coordinated approach in the management of both
companies.
<PAGE>
PROPOSAL # 1:
ELECTION OF DIRECTORS
Seven directors are to be elected at the meeting. Les Aspin, Erroll B.
Davis, Jr., Milton E. Neshek, and Carol T. Toussaint are nominees to hold office
for terms expiring at the 1997 Annual Meeting of Shareowners of the Company or
until successors have been duly elected and qualified. Rockne G. Flowers is a
nominee to hold office for a term expiring at the 1996 Annual Meeting of
Shareowners of the Company or until a successor has been duly elected and
qualified. Arnold M. Nemirow and Judith D. Pyle are nominees to hold office for
terms expiring at the 1995 Annual Meeting of Shareowners of the Company or until
successors have been duly elected and qualified.
Directors will be elected by a plurality of the votes cast at the meeting
(assuming a quorum is present), with all shares of Company common stock and
preferred stock voting together as one class. Consequently, any shares not voted
at the meeting, whether due to abstentions, broker nonvotes or otherwise, will
have no impact on the election of directors. A vote shown as withheld on a
returned proxy card will be treated as an abstention. WPLH, which owns all of
the outstanding shares of the Company's common stock, intends to vote all of its
shares "FOR" the Board nominees, thereby assuring the election of such nominees.
The proxies solicited may also be voted for a substitute nominee or nominees in
the event that any of the nominees shall be unable to serve or for good reason
will not serve, a contingency not now anticipated.
BRIEF BIOGRAPHIES OF DIRECTOR NOMINEES AND CONTINUING DIRECTORS FOLLOW.
THESE BIOGRAPHIES INCLUDE THEIR AGE (AS OF MARCH 15, 1994), AN ACCOUNT OF THEIR
BUSINESS EXPERIENCE, AND THE NAMES OF PUBLICLY-HELD CORPORATIONS OF WHICH THEY
ARE ALSO DIRECTORS, AS WELL AS OTHER INFORMATION RELATING TO THEIR ACTIVITIES.
EXCEPT AS OTHERWISE INDICATED, EACH NOMINEE AND CONTINUING DIRECTOR HAS BEEN
ENGAGED IN HIS OR HER PRESENT PRINCIPAL OCCUPATION FOR AT LEAST THE PAST FIVE
YEARS.
NOMINEES
[PHOTO 1]
LES ASPIN
Age: 55
Served as director since: February 1994
Annual Meeting at which nominated term of office will
expire: 1997
OTHER INFORMATION: Mr. Aspin served as Secretary of Defense under President
Clinton from January 1993 to February 1994. Prior to becoming Secretary of
Defense, Mr. Aspin served as Chairman of the House Armed Services Committee from
1985 to 1993. Mr. Aspin was a member of the U. S. House of Representatives from
1970 to 1993. Mr. Aspin is also founder of the Wisconsin Procurement Institute,
a not-for-profit organization which assists small businesses in developing
business relationships with the Federal government. Mr. Aspin has been a
director of WPLH since February 1994.
2
<PAGE>
[PHOTO 2]
ERROLL B. DAVIS,
JR.
Principal occupation: President and Chief Executive
Officer of the Company; President and Chief Executive
Officer of WPL Holdings, Inc.; Chairman of the Board of
Heartland Development Corporation.
Age: 49
Served as director since: April 1984
Annual Meeting at which nominated term of office will
expire: 1997
OTHER INFORMATION: Mr. Davis was elected President of the Company in July 1987,
and was elected to his current position with the Company in August 1988. Mr.
Davis joined the Company in August 1978. Mr. Davis was elected President of WPLH
in January 1990, and was elected President and Chief Executive Officer of WPLH
effective July 1, 1990. Mr. Davis was elected Chairman of the Board of Heartland
Development Corporation, a subsidiary of WPLH, effective July 1, 1990. Mr. Davis
is a member of the Board of Regents of the University of Wisconsin System and a
member of the Carnegie Mellon University Board of Trustees. He is a director of
the American Gas Association; Amoco Oil Company; Competitive Wisconsin, Inc.;
Sentry Insurance Company (a mutual company); and the Wisconsin Utilities
Association. Mr. Davis is also a director and Chairman of the Wisconsin
Association of Manufacturers and Commerce.
[PHOTO 3]
ROCKNE G. FLOWERS
Principal occupation: President and Director of Nelson
Industries, Inc. (a muffler, filter, industrial
silencer, and active sound and vibration control
technology and manufacturing firm), Stoughton,
Wisconsin.
Age: 62
Served as director since: February 1994
Annual Meeting at which nominated term of office will
expire: 1996
OTHER INFORMATION: Mr. Flowers has served as a director of WPLH since April
1981. He is also a director of RMT, Inc.; Nelson Industries, Inc.; Digisonix,
Inc.; American Family Mutual Insurance Company; Janesville Sand and Gravel
Company; M&I Madison Bank; Meriter Health Services, Inc.; Meriter Hospital; and
the Wisconsin History Foundation. He is also a member of the University of
Wisconsin-Madison School of Business Board of Visitors, and the Wisconsin
Judicial Commission.
3
<PAGE>
[PHOTO 4]
ARNOLD M. NEMIROW
Principal occupation: President, Chief Executive Officer
and Director, Wausau Paper Mills Company (a pulp and
paper manufacturer), Wausau, Wisconsin.
Age: 50
Served as director since: February 1994
Annual Meeting at which nominated term of office will
expire: 1995
OTHER INFORMATION: Mr. Nemirow has served as a director of WPLH since February
1991. He is also a director of Community Health Care, Inc. (Wausau Hospital);
Competitive Wisconsin, Inc.; M & I First American National Bank, Wausau;
Leadership Wausau; Leigh Yawkey Woodson Art Museum; Wisconsin Association of
Manufacturers and Commerce (Vice Chair); Wisconsin Paper Council Executive
Committee; and the Wausau YMCA Foundation. He is also a member of the New York
Bar.
[PHOTO 5]
MILTON E. NESHEK
Principal occupation: President, Chief Executive Officer
and Director of the law firm of Godfrey, Neshek, Worth,
& Leibsle, S.C., Elkhorn, Wisconsin, and Director,
General Counsel, Assistant Secretary and Manager, New
Market Development, Kikkoman Foods, Inc. (a food
products manufacturer), Walworth, Wisconsin.
Age: 63
Served as director since: November 1984
Annual Meeting at which nominated term of office will
expire: 1997
OTHER INFORMATION: Mr. Neshek has served as a director of WPLH since December
1986. He is also a director of Heartland Properties, Inc.; Capital Square
Financial Corporation; Friends of Milwaukee Public Museum; Midwest U.S.-Japan
Association; Regional Transportation Authority (of southeast Wisconsin); the
Wisconsin Association of Manufacturers and Commerce; and Wisconsin-Chiba, Inc.
He is a Fellow in the American College of Probate Counsel. Mr. Neshek is active
in the Walworth County Bar Association, the State Bar of Wisconsin, and the
American Judicature Society.
4
<PAGE>
[PHOTO 6]
JUDITH D. PYLE
Principal Occupation: Vice Chair and Senior Vice
President of Corporate Marketing of Rayovac Corporation
(a battery and lighting products manufacturer),
Madison, Wisconsin.
Age: 50
Served as director since: February 1994
Annual Meeting at which nominated term of office will
expire: 1995
OTHER INFORMATION: Ms. Pyle has served as a director of WPLH since May 1992.
She is also a director of Rayovac Corporation, Firstar Corporation, Oshkosh
B'Gosh, and H. C. Prange Company. She is a member of the Board of Visitors at
the University of Wisconsin School of Business and the School of Family
Resources and Consumer Sciences. In addition, Ms. Pyle is a member of the Board
of Directors of the United Way Foundation. She is a former member of the Board
of Directors of the Madison Civic Center Foundation, the United Way of Dane
County, and the Wisconsin Special Olympics.
[PHOTO 7]
CAROL T. TOUSSAINT
Principal occupation: Consultant
Age: 64
Served as director since: August 1976
Annual Meeting at which nominated term of office will
expire: 1997
OTHER INFORMATION: Mrs. Toussaint is an independent consultant on board
organization, fund development and public relations, working primarily with
nonprofit organizations. She is the owner of Vantage Point, a lecture program
business, and an Associate of Kolbe Concepts, Inc., a management consulting
firm. She is an active member and past chair of the Utility Women's Conference
(a national organization open to women serving as directors or officers of
investor-owned electric, gas, water, and telephone companies). She is immediate
past president of the Rotary Club of Madison, and a director of the Evjue
Foundation; Madison Civic Center Foundation; Madison Community Foundation;
Wisconsin History Foundation; and the Wisconsin Taxpayers Alliance. At the
University of Wisconsin-Madison, she serves as a director of the University
Research Park, a member of the Board of Visitors of the School of Business, a
member of the Alumni Association Cabinet 99, and on the Council on Women's
Giving of the Bascom Hill Society of the University Foundation. Mrs. Toussaint
has been a director of WPLH since February 1994.
THE BOARD OF DIRECTORS RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS
DIRECTORS AND URGES EACH SHAREOWNER TO VOTE "FOR" ALL NOMINEES. SHARES OF STOCK
REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED "FOR" ALL NOMINEES.
5
<PAGE>
CONTINUING DIRECTORS
[PHOTO 8]
L. DAVID CARLEY
Principal occupation: Consultant to institutions and
associations in higher education and health delivery;
financial advisor to small businesses.
Age: 65
Served as director from: 1975 to 1977
Served as director since: 1983
Annual Meeting at which current term of office will
expire: 1995
OTHER INFORMATION: Mr. Carley is a trustee of the Kennedy Presidential Library,
and is a former trustee of Kalamazoo College. He is a past member of the Board
of Regents of the University of Wisconsin System, is a past President of the
National Association of Public Television Stations, and is a past President of
the Medical College of Wisconsin.
[PHOTO 9]
DONALD R. HALDEMAN
Principal occupation: Executive Vice President and Chief
Executive Officer, Rural Insurance Companies (a mutual
group), Madison, Wisconsin.
Age: 57
Served as director since: July 1985
Annual Meeting at which current term of office will
expire: 1995
OTHER INFORMATION: Mr. Haldeman is a director of Competitive Wisconsin, Inc.,
and a member of the Board and Chairman of the Natural Resources Foundation of
Wisconsin, Inc. He is also a member of the Board of Visitors for the University
of Wisconsin-Madison School of Veterinary Medicine.
6
<PAGE>
[PHOTO 10]
KATHARINE C. LYALL
Principal occupation: President, University of Wisconsin
System, Madison, Wisconsin.
Age: 52
Served as director since: October 1986
Annual Meeting at which current term of office will
expire: 1996
OTHER INFORMATION: Ms. Lyall has served as President since April 1992 and prior
thereto served as Executive Vice President of the University of Wisconsin
System. Ms. Lyall has been a director of WPLH since February 1994. Ms. Lyall
also serves on the Board of Directors of the Kemper National Insurance Companies
and the Carnegie Foundation for the Advancement of Teaching. She is a member of
a variety of professional and community organizations, including the American
Economic Association; the Association of American Universities (currently
serving on the Executive Committee); the Wisconsin Academy of Sciences, Arts and
Letters; the American Red Cross (Dane County); Competitive Wisconsin, Inc.; and
Forward Wisconsin. In addition to her administrative position, she is a
Professor of Economics at the University of Wisconsin-Madison.
[PHOTO 11]
HENRY C. PRANGE
Principal occupation: Director and Retired Chairman of
the Board, H. C. Prange Company (retail stores), Green
Bay, Wisconsin.
Age: 66
Served as director since: December 1965
Annual Meeting at which current term of office will
expire: 1996
OTHER INFORMATION: Mr. Prange has served as a director of WPLH since December
1986. He is also a director of H. C. Prange Company, and is a past director of
Frederick Atkins, Inc.
[PHOTO 12]
HENRY F. SCHEIG
Principal occupation: Chairman of the Board, Aid
Association for Lutherans (a fraternal benefit
society), Appleton, Wisconsin.
Age: 69
Served as director since: July 1980
Annual Meeting at which current term of office will
expire: 1996
OTHER INFORMATION: Mr. Scheig is a director of Aid Association for Lutherans
and a Trustee of AAL Mutual Funds. Mr. Scheig is past President of the Bay Lakes
Council, Boy Scouts of America.
7
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
During 1993, the Board of Directors had standing Audit, Compensation and
Personnel, and Nominating Committees.
AUDIT COMMITTEE
During 1993, the Audit Committee consisted of all non-management members of
the Board and was chaired by K. C. Lyall. The committee held two meetings in
1993. Beginning in February 1994, the committee was reconstituted to consist of
L. D. Carley, R. G. Flowers, D. R. Haldeman, H. F. Scheig, and K. C. Lyall
(Chair). The committee recommends to the shareowners the independent auditors to
be appointed; reviews the reports and comments of the independent auditors;
reviews the activities and reports of the Company's internal audit staff; and,
in response to the reports and comments of both the independent auditors and
internal auditors, recommends to the Board any action which the Audit Committee
considers appropriate.
COMPENSATION AND PERSONNEL COMMITTEE
During 1993, the Compensation and Personnel Committee consisted of all
directors who are not and have never been officers, employees, or legal counsel
of the Company, and was chaired by C.T. Toussaint. The committee held five
meetings in 1993. Beginning in February 1994, the committee was reconstituted to
consist of A.M. Nemirow, M.E. Neshek (Chair), H.C. Prange, J.D. Pyle, and C.T.
Toussaint. The committee sets executive compensation policy; reviews the
performance of, and approves salaries for, officers and certain other management
personnel; reviews and recommends to the Board new or changed employee benefit
plans; reviews major provisions of negotiated employment contracts, if any; and
reviews human resource development programs.
NOMINATING COMMITTEE
During 1993, the Nominating Committee consisted of E.B. Davis, Jr. (Chair),
D.E. Haldeman, and C.T. Toussaint. The committee held one meeting in 1993.
Beginning in February 1994, the committee was reconstituted to consist of R.G.
Flowers, K.C. Lyall, A.M. Nemirow (Chair), H.C. Prange, and J.D. Pyle. The
committee's responsibilities include making recommendations to the Board of
Directors for nominees for election to the Board. In making recommendations of
nominees for election to the Board, the Nominating Committee will consider
nominees recommended by shareowners. Any shareowner wishing to make a
recommendation should write the Chief Executive Officer of the Company, who will
forward all recommendations to the Nominating Committee.
The Board of Directors held eleven meetings during 1993. No director
attended fewer than 85 percent of the aggregate number of meetings of the Board
and committees of the Board on which such director served.
COMPENSATION OF DIRECTORS
No fees are paid to directors who are officers of the Company (presently,
Mr. Davis). Non-employee directors who served only on the Board of the Company
received an annual fee of $24,000. Non-employee directors who served on the
Boards of both the Company and WPLH received an annual fee of $32,800. Travel
expenses are paid for each meeting day attended. All non-employee directors also
received a 25 percent Company matching contribution in WPLH common stock for
limited optional cash purchases of WPLH common stock through the WPLH Dividend
Reinvestment and Stock Purchase Plan. Matching contributions for calendar year
1993 were as follows: L. David Carley, $3,751; Donald R. Haldeman, $3,751;
8
<PAGE>
Katharine C. Lyall, $3,751; Henry F. Scheig, $3,751; Carol T. Toussaint, $2,500;
and James R. Underkofler, $394. Mr. Underkofler will retire as a director
effective on the date of the 1994 Annual Meeting of Shareowners.
DIRECTOR'S CHARITABLE AWARD PROGRAM. In 1993, the Company established the
Director's Charitable Award Program. The purpose of the Program is to recognize
the interest of the Company and its directors in supporting worthy institutions,
and to enhance the director benefit package so that the Company is able to
continue to attract and retain directors of the highest caliber. Under the
Program, when a director dies, the Company will donate a total of $500,000 to a
qualifying charitable organization, or divide such amount between up to four
qualifying organizations, selected by the individual director. The individual
directors derive no financial benefit from the Program. All deductions for
charitable contributions are taken by the Company, and the donations are funded
by the Company through life insurance policies on the directors. Over the life
of the Program, all costs of donations and premiums on the life insurance
policies, including a return of the Company's cost of funds, will be recovered
through the proceeds from life insurance on the directors. The program, over its
life, will not result in any material cost to the Company.
DIRECTOR'S LIFE INSURANCE PROGRAM. The Company maintains a split-dollar
Director's Life Insurance Program for non-employee directors which provides a
maximum death benefit of $500,000 to each eligible director. Under the
split-dollar arrangement, directors are provided a death benefit only and do not
have any interest in the cash value of the policies. The Life Insurance Program
is structured to pay a portion of the total death benefit to the Company to
reimburse the Company for all costs of the Life Insurance Program, including a
return on its funds. The Life Insurance Program, over its life, will not result
in any material cost to the Company.
9
<PAGE>
OWNERSHIP OF VOTING SECURITIES
The Company has two classes of voting securities outstanding, common stock
and preferred stock. WPLH owns 100 percent of the outstanding common stock of
the Company. As of January 31, 1994, no shareowner beneficially owned more than
five percent of any series of the Company's preferred stock. Listed in the
following table are the shares of WPLH common stock owned as of January 31,
1994, by the executive officers listed in the Summary Compensation Table and all
of the directors of the Company, as well as the shares owned by directors and
officers as a group.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED(1)
- - ---------------------------------------------------------------------------------------------------- ------------
<S> <C>
Executives(2)
William D. Harvey................................................................................. 4,458(3)
James E. Johnson.................................................................................. 1,063
Edward F. Killeen................................................................................. 7,737(3)
Eliot G. Protsch.................................................................................. 3,419(3)
Director Nominees
Les Aspin......................................................................................... 426(4)
Erroll B. Davis, Jr............................................................................... 6,584(3)
Rockne G. Flowers................................................................................. 5,901
Arnold M. Nemirow................................................................................. 4,782
Milton E. Neshek.................................................................................. 7,770
Judith D. Pyle.................................................................................... 2,419
Carol T. Toussaint................................................................................ 6,680
Continuing Directors
L. David Carley................................................................................... 2,339
Donald R. Haldeman................................................................................ 2,205
Katharine C. Lyall................................................................................ 2,524
Henry C. Prange................................................................................... 6,293(3)
Henry F. Scheig................................................................................... 3,192
Retiring Director
James R. Underkofler.............................................................................. 19,708(5)(6)
All Officers and Directors as a Group
(32 people, including those listed above)......................................................... 113,458
<FN>
- - ---------
(1) Total shares of WPLH common stock outstanding as of January 31, 1994 were
30,441,027. All individual executives and directors owned beneficially
less than one percent of the total outstanding shares. All executives and
directors as a group own beneficially less than one percent of total
outstanding shares.
(2) Stock ownership for Mr. Davis is shown with director nominees.
(3) Included in the beneficially owned shares shown are the following number
of shares over which the specified individuals have shared voting and
investment power: Mr. Harvey--1,365; Mr. Protsch--271; Mr. Davis--3,882;
Mr. Killeen--4,046; and Mr. Prange--248.
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
(4) Mr. Aspin owned no shares of WPLH common stock as of January 31, 1994;
however, Mr. Aspin was a shareowner of WPLH when he was appointed to the
Board of Directors of the Company in February 1994. As of March 25, 1994,
Mr. Aspin owned 426 shares of WPLH common stock.
(5) Mr. Underkofler owns 10 shares of Company preferred stock, which
represents less than 1 percent of the class of stock owned. Mr.
Underkofler is the only executive or director who owns preferred stock.
(6) Mr. Underkofler will retire as a director effective on the date of the
1994 Annual Meeting of
Shareowners.
</TABLE>
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth the total compensation
paid by the Company for all services rendered during 1993, 1992, and 1991 to the
Chief Executive Officer and the four other most highly compensated executive
officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
---------------------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) COMPENSATION($)(2)(3) COMPENSATION($)(2)(4)
- - ------------------------------------ ---- --------- ----------- --------------------- ------------------
<S> <C> <C> <C> <C> <C>
Erroll B. Davis, Jr................. 1993 365,750 115,796 8,979 57,155
President and Chief 1992 350,000 82,914 9,501 59,139
Executive Officer 1991 270,000 0
William D. Harvey................... 1993 163,846 42,104 4,152 29,119
Senior Vice 1992 143,991 24,119 4,321 21,692
President 1991 139,128 0
Eliot G. Protsch.................... 1993 144,748 42,104 2,934 14,122
Senior Vice 1992 131,162 23,565 3,163 14,974
President 1991 125,713 0
James E. Johnson.................... 1993 139,169 35,068 6,079 29,641
Senior Vice 1992 137,383 24,870 8,510 40,326
President 1991 126,000 0
Edward F. Killeen(5)................ 1993 138,386 30,964 8,315 33,964
1992 124,812 16,876 2,242 29,023
1991 113,493 0
<FN>
- - ---------
(1) Consists of payments under the Company's Management Incentive Plan, which
is a performance-based compensation plan.
(2) In accordance with the rules of the Securities and Exchange Commission
(SEC), the amounts for Other Annual Compensation and All Other
Compensation are first reported for 1992.
(3) Consists of income tax gross-ups for reverse split-dollar life insurance.
</TABLE>
11
<PAGE>
<TABLE>
<S> <C>
(4) All Other Compensation for 1993 consists of: vacation buy-back, Mr.
Davis--$8,440, and Mr. Harvey-- $5,116; matching contributions to 401(k)
plan, Mr. Davis--$5,613, Mr. Harvey--$7,214, Mr. Johnson-- $3,342, Mr.
Protsch--$2,066, and Mr. Killeen--$2,076; split-dollar life insurance
premiums, Mr. Davis $28,408, Mr. Harvey--$9,994, Mr. Johnson--$16,350, Mr.
Protsch--$7,254, and Mr. Killeen--$18,281; reverse split-dollar life
insurance premiums, Mr. Davis--$14,694, Mr. Harvey--$6,795, Mr. Johnson--
$9,949, Mr. Protsch--$4,802, and Mr. Killeen--$13,608. The split-dollar
and reverse split-dollar insurance premiums are calculated using the
"foregone interest" method.
(5) Retired on January 1, 1994.
</TABLE>
RETIREMENT PLAN. Salaried employees (including officers) of the Company are
eligible to participate in the Company's Retirement Plan. All eligible persons
whose compensation is reported in the foregoing Summary Compensation Table
participated in the plan during 1993. Contributions to the plan are determined
actuarially, computed on a single-life, annuity basis, and cannot be readily
calculated as applied to any individual participant or small group of
participants. For purposes of the plan, compensation means payment for services
rendered, including vacation and sick pay, and is substantially equivalent to
salary reported in the foregoing Summary Compensation Table. Retirement plan
benefits depend upon length of plan service (up to a maximum of 30 years), age
at retirement, and amount of compensation (determined in accordance with the
plan) and are reduced by up to 50 percent of Social Security benefits. Credited
years of service under the plan for covered persons named in the foregoing
Summary Compensation Table are as follows: James E. Johnson, 30 years; Edward F.
Killeen, 17 years; Erroll B. Davis, Jr., 14 years; Eliot G. Protsch, 14 years;
and William D. Harvey, 6 years. Assuming retirement at age 65, a retirement plan
participant would be eligible at retirement for a maximum annual retirement
benefit as follows:
RETIREMENT PLAN TABLE
<TABLE>
<CAPTION>
AVERAGE ANNUAL BENEFIT AFTER SPECIFIED YEARS IN PLAN*
ANNUAL ----------------------------------------------------
COMPENSATION 5 10 15 20 25 30
------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$125,000.............................. $10,311 $20,623 $30,934 $41,245 $51,557 $61,868
150,000.............................. 12,603 25,206 37,809 50,412 63,015 75,618
200,000.............................. 17,186 34,373 51,559 68,745 85,932 103,118
250,000.............................. 21,770 43,539 65,309 87,079 108,848 130,618
300,000.............................. 26,353 52,709 79,059 105,412 131,765 158,118
350,000.............................. 30,936 61,873 92,809 123,745 154,682 185,618
400,000.............................. 35,520 71,039 106,559 142,079 177,598 213,118
450,000.............................. 40,103 80,206 120,309 160,412 200,515 240,618
<FN>
- - ---------
(*) Average annual compensation is based upon the average of the highest 36
consecutive months of compensation. The Retirement Plan benefits shown above
are net of estimated Social Security benefits and do not reflect any
deduction for other amounts. The annual retirement benefits payable are
subject to certain maximum limitations under the Internal Revenue Code (in
general, $115,641 for 1993 and $118,800 for 1994). Payments in excess of
these limits are made from the Unfunded Supplemental Retirement Plan. Under
the Retirement Plan and a supplemental survivors income plan, if a
Retirement Plan participant dies prior to retirement, the designated
survivor of the participant is entitled to a
</TABLE>
12
<PAGE>
<TABLE>
<S> <C>
monthly income benefit equal to approximately 50 percent (100 percent in the
case of certain executive
officers and key management employees) of the monthly retirement benefit
which would have been payable to the participant under the Retirement Plan
if the participant had remained employed by the Company until eligible for
normal retirement.
</TABLE>
UNFUNDED SUPPLEMENTAL RETIREMENT PLAN. The Company maintains an Unfunded
Supplemental Retirement Plan which provides funds for payment of retirement
benefits above the limitations on payments from qualified pension plans in those
cases where an employee's retirement benefits exceed the qualified plan limits.
Additionally, the plan provides for payments of supplemental retirement benefits
to employees of Vice President or higher, who have been granted additional
months of service by the Board of Directors for purposes of computing retirement
benefits.
UNFUNDED EXECUTIVE TENURE PLAN. The Company maintains an Unfunded Executive
Tenure Plan to provide incentive for key executives to remain in the service of
the Company by providing additional compensation which is payable only if the
executive remains with the Company until retirement (or other termination if
approved by the Board of Directors). Participants in the plan must be designated
by the Chief Executive Officer and approved by the Board. Mr. Davis was the only
active participant in the plan as of December 31, 1993. The plan provides for
monthly payments to a participant after retirement (at or after age 65, or with
Board approval, prior to age 65) for 120 months. The payments will be equal to
25 percent of the participant's highest average salary for any consecutive
36-month period. If a participant dies prior to retirement or before 120
payments have been made, the participant's beneficiary will receive monthly
payments equal to 50 percent of such amount for 120 months in the case of death
before retirement, or if the participant dies after retirement, 50 percent of
such amount for the balance of the 120 months. Annual benefits of $92,000 would
be payable to Mr. Davis upon retirement, assuming he continues in the Company's
service until retirement at the same salary as was in effect on December 31,
1993.
REPORT OF THE COMPENSATION AND PERSONNEL COMMITTEE
ON EXECUTIVE COMPENSATION
The Company's principal executive compensation objective is to compensate
executive officers in a manner that will attract and retain the services of an
outstanding management team and provide incentives to motivate superior
performance by key employees. In concert with that objective, the Compensation
and Personnel Committee of the Board of Directors has a three component
executive compensation policy: (1) annual base salary adjustments designed to
recognize professional growth and to adjust for inflationary pressures, (2)
annual Management Incentive Plan awards based on achieving specific corporate
performance targets, and (3) promotional increases related to significant
increases in responsibility and/or disparities with comparable positions in the
industry. To assist the Compensation and Personnel Committee in determining and
establishing appropriate executive compensation policies, the Committee has
engaged an independent consultant to study the executive compensation policies
and practices of the Company and to make recommendations to the Committee. An
outline of the three elements of the current compensation policy follows:
BASE ADJUSTMENT--Each executive is in a salary grade with a salary range
based on his or her level of experience and responsibility compared to similar
positions within the utility industry, based on the Edison Electric Institute
survey of utility executive compensation, and in the broader marketplace based
on information on general industry executive compensation provided by Wyatt Data
Services. All regular
13
<PAGE>
salaried employees, including officers of the Company, received a base salary
adjustment of from 3.5 to 5.5 percent for calendar year 1993, effective on
January 1, 1993, determined by their current positions in their respective
salary ranges. Those nearer to the lower ends of their respective ranges
received the highest percentage increases.
MANAGEMENT INCENTIVE PLAN (MIP)--The goal of the MIP for the Company is to
place a portion of executives' compensation at risk to encourage and reward a
continued high level of performance each year. The MIP covers utility
executives, including Mr. Davis' utility responsibilities. The MIP is based on
achieving annual targets in several areas of overall corporate performance,
including profitability, operations and maintenance expense reductions, capital
spending reductions, electric and gas conservation, maintenance of competitive
utility rates, and achievement of electric service reliability standards.
MIP performance category thresholds were all exceeded, except for the
reliability targets which were affected by unusually severe weather during 1993.
The MIP awarded 63 percent of its allowable maximum for 1993.
MIP awards for Mr. Davis can range from 0 to 50 percent of his annual
utility salary. MIP awards for other executives range from 0 to 35 percent of
their individual annual salary. Awards for 1993 were made to Mr. Davis and to
other top executives as shown in the Summary Compensation Table. MIP program
performance categories, targets, and award levels are reviewed annually by the
Committee.
CHIEF EXECUTIVE OFFICER COMPENSATION--The compensation for Mr. Davis,
President and Chief Executive Officer, reported for 1993 reflects the
application of the policies described above. Mr. Davis also participates in the
other employee benefit plans available to executive officers.
POLICY WITH RESPECT TO THE $1 MILLION DEDUCTION LIMIT--Recently enacted
Section 162(m) of the Internal Revenue Code generally limits the corporate
deduction for compensation paid to executive officers named in the proxy
statement to $1 million unless certain requirements are met. The Committee has
carefully considered the impact of this new tax code provision. At this time, no
executives will earn compensation in excess of the $1 million cap limitation.
The Committee, however, will continue to monitor the impact of Section 162(m).
COMPENSATION AND PERSONNEL COMMITTEE
Milton E. Neshek (Chair)
Judith D. Pyle
Arnold M. Nemirow
Carol T. Toussaint
Henry C. Prange
14
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's directors, its executive officers and certain other officers
are required to report their ownership of WPLH common stock and the Company's
preferred stock and any changes in that ownership to the SEC. All required
filings in 1993 were properly made in a timely fashion, with the exception of
one purchase of 20 shares of WPLH common stock by Milton E. Neshek, a director,
in April 1993, which was not reported until June 8, 1993. In making this
statement, the Company has relied on representations of the persons involved and
on copies of their reports provided to the Company.
PROPOSAL # 2:
APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors of the Company recommends the
reappointment of Arthur Andersen & Co., independent public accountants, as
auditors to examine the financial statements of the Company for 1994. Arthur
Andersen & Co. served as auditors for the Company in 1993. In tabulating the
votes for the reappointment of Arthur Andersen & Co., an abstention has the same
effect as a vote against. Beneficially owned shares not voted (broker nonvotes)
have no effect on vote tabulations. WPLH intends to vote all of its shares of
common stock "FOR" the appointment of Arthur Andersen & Co. as the Company's
independent auditors for 1994, thereby assuring the appointment of Arthur
Andersen & Co.
A representative of Arthur Andersen & Co. will be present at the meeting and
available to make a statement or to respond to questions, as appropriate.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REAPPOINTMENT OF ARTHUR
ANDERSEN & CO. SHARES OF STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL
BE VOTED "FOR" SUCH REAPPOINTMENT.
PROPOSAL # 3:
PROPOSED AMENDMENTS TO THE RESTATED
ARTICLES OF ORGANIZATION
INTRODUCTION
The Board of Directors of the Company has unanimously approved and
recommends that the shareowners adopt proposed amendments to Article III of the
Restated Articles of Organization of the Company (the "Articles"). The proposed
amendments, if approved by the shareowners, would make it possible for the
Company to issue shares of preferred stock with a variable or floating dividend
rate. At present, the Company is only permitted under the Articles to issue
preferred stock with a fixed dividend rate. If approved, the proposed amendments
would also (i) eliminate references in the Articles to shares of the Company's
7.56% Preferred Stock, 8.48% Preferred Stock and 12% Preferred Stock (all of
which shares have been redeemed by the Company and accordingly reclassified as
authorized but unissued shares of preferred stock without designation as to
series) and eliminate certain provisions governing redemption premiums on other
series of outstanding preferred stock which, due to the passage of time, are no
longer in effect, (ii) consolidate into a new paragraph of Article III and
confirm various provisions of the Articles which set forth the terms of the
shares of those series of preferred stock currently outstanding (without
effecting substantive changes to the terms of such series), and (iii) effect
several other clarifying changes as described in greater detail below.
15
<PAGE>
Pursuant to the Articles, the Company is authorized to issue 3,750,000
shares of preferred stock, without par value, in various series, provided that
the aggregate stated value thereof does not exceed $150 million at any time. As
of March 22, 1994, of the 3,750,000 authorized shares of preferred stock, there
was a total of 1,049,225 shares outstanding, which outstanding shares were
divided into seven different series as follows: 99,970 shares of 4 1/2%
Preferred Stock, 74,912 shares of 4.80% Preferred Stock, 64,979 shares of 4.96%
Preferred Stock, 29,957 shares of 4.40% Preferred Stock, 29,947 shares of 4.76%
Preferred Stock, 599,460 shares of 6.50% Preferred Stock, and 150,000 shares of
6.20% Preferred Stock. The remaining authorized but unissued shares of preferred
stock are subject to issuance by the Company in such series and on such terms as
the Articles permit and as the Board of Directors may deem advisable. The
proposed amendments would not change the number of shares or the aggregate
stated value of preferred stock that the Company is authorized to issue.
The text of the proposed amendments is attached hereto as Appendix A. Each
shareowner is urged to read Appendix A carefully, together with the summary of
certain important aspects of the proposed amendments which follows. The
discussion below is qualified in its entirety by reference to the full text of
the proposed amendments.
PURPOSE AND EFFECTS
The primary purpose of the proposed amendments is to provide the Company
with greater flexibility with respect to its financing alternatives and to
increase the Company's access to financial markets. If given the ability to
issue preferred stock for which the dividend rate is not fixed, the Company will
be better positioned to take advantage of fluctuations in interest rates and
therefore possibly obtain lower-cost financing. The proceeds from the issuance
of variable rate preferred stock (assuming shareowner approval of the proposed
amendments) would be available for general corporate purposes, including the
possible future redemption of outstanding series of the Company's first mortgage
bonds.
Existing provisions of the Articles relating to the issuance of preferred
stock require that the annual rate of dividend for each series of preferred
stock be fixed (although the rates may vary from series to series) and that the
dividends on all series of preferred stock be paid or set apart on the same date
(on a quarterly basis) and in the same proportionate amount. THE PROPOSED
AMENDMENTS WOULD NOT AFFECT THE TIMING OF DIVIDEND PAYMENTS ON OR THE DIVIDEND
PERIODS OF SHARES OF PREFERRED STOCK WITH A FIXED DIVIDEND RATE, BUT WOULD ALLOW
THE BOARD OF DIRECTORS TO ESTABLISH DIFFERENT DIVIDEND PERIODS AMONG SERIES OF
PREFERRED STOCK WITH VARIABLE DIVIDEND RATES (AND ALLOW FOR SUCH DIVIDEND
PERIODS TO BE CHANGED FROM TIME TO TIME AS SPECIFIED IN THE PARTICULAR SERIES).
The proposed amendments would also eliminate the requirement that dividends be
paid or set apart in a proportionate amount for each share of preferred stock at
any time that a dividend is paid on or set apart for a specific series of
preferred stock. In light of the possibility under the proposed amendments of
having dividend periods which no longer coincide, this change is intended to
eliminate the administrative burden and cost to the Company of having to set
apart dividends during the course of a dividend period for one series of
preferred stock in order to pay the dividend on another series at the conclusion
of such latter series' respective dividend period. THE PROPOSED AMENDMENTS DO
PROVIDE, HOWEVER, THAT NO DIVIDEND MAY BE PAID ON ANY SERIES OF PREFERRED STOCK
UNLESS, AT THE TIME FOR SUCH DIVIDEND PAYMENT, CUMULATIVE DIVIDENDS ON ALL
OUTSTANDING SERIES OF PREFERRED STOCK FOR ALL THEN COMPLETED DIVIDEND PERIODS
HAVE BEEN PAID OR SET APART.
Similarly, the current Articles provide that no dividend may be paid on the
Company's common stock (all of which is held by WPLH) unless cumulative
dividends for all past dividend periods and the current
16
<PAGE>
period for all series of preferred stock then outstanding have been paid or set
apart. The proposed amendments would modify this provision so that common stock
dividends could be paid, provided that dividends had been paid or set apart with
respect to all series of outstanding preferred stock for all then completed
dividend periods. This change is intended, as discussed in a similar context
above, to eliminate the burden and cost to the Company of having to set apart a
dividend for a series of preferred stock during the course of a dividend period
for such series.
Under the present Articles, holders of preferred stock are entitled to elect
a majority of the Board of Directors of the Company for so long as the Company
is in default in an amount equal to four full quarterly dividends on all shares
of preferred stock then outstanding. To account for the issuance of variable
rate preferred stock which may have dividend periods that do not coincide with
the quarterly periods of the fixed rate preferred stock, the proposed amendments
would give holders of preferred stock the right to elect a majority of the
directors in the event the Company was in default on dividends on preferred
stock in an amount equal to the dividend requirement for one year on all then
outstanding shares of preferred stock. For purposes of this provision and
elsewhere in the Articles, the proposed amendments would provide, in the case of
variable rate preferred stock, that the dividend requirement for one year be
calculated by using the dividend rate in effect with respect to each variable
rate series at the time the determination is made.
The proposed amendments would also clarify that shares of any series of
preferred stock which have been redeemed or reacquired by the Company will have
the status of authorized but unissued shares of preferred stock, without
designation as to series, until such shares are once more designated as part of
a particular series by the Board of Directors. The proposed amendments would
similarly clarify the authority of the Board of Directors to provide, in the
resolution creating a new series of preferred stock, that the shares of such
series be entitled to a "no call" period during which time such shares would not
be subject to redemption by the Company.
The remaining changes effected by the proposed amendments would conform
various provisions of the Articles to provide for the issuance of variable rate
preferred stock.
VOTE REQUIRED FOR ADOPTION OF THE AMENDMENTS
The affirmative vote of holders of both two-thirds of the voting power of
the outstanding preferred stock entitled to vote thereon, with all series of
preferred stock voting together as a separate class, and a majority of the
voting power of all outstanding shares of preferred stock and common stock of
the Company entitled to vote thereon, will be required to approve the proposed
amendments. Any shares not voted at the annual meeting, whether due to
abstentions, broker nonvotes or otherwise, will have the effect of a vote
against the proposed amendments. WPLH intends to vote all of the outstanding
shares of the Company's common stock "FOR" the proposed amendments.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREOWNERS VOTE "FOR" THE PROPOSED
AMENDMENTS. SHARES OF STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE
VOTED "FOR" THE PROPOSED AMENDMENTS.
GENERAL
VOTING. The outstanding voting securities of the Company on the record date
stated below consisted of 13,236,601 shares of common stock (all of which are
held by WPLH) and 1,049,225 shares of preferred stock (issued in various
series).
17
<PAGE>
Only shareowners of the Company of record on its books at the close of
business on March 22, 1994, are entitled to vote at the meeting. Each such
shareowner is entitled to vote on each matter submitted to a vote at the
meeting. WPLH, the sole holder of the Company's common stock, has one vote for
each share it holds on the record date. Every holder of preferred stock has, for
each share of preferred stock held by him or her on the record date, that number
of votes (including any fractional vote) determined by dividing the stated value
of such shares by 100. Shareowners may vote either in person or by duly
authorized proxy. The giving of proxies by shareowners will not affect their
right to vote their shares if they attend the meeting and desire to vote in
person. Presence at the meeting of a shareowner who signed a proxy, however,
does not itself revoke the proxy. A proxy may be revoked by the person giving
it, any time before it is voted, by advising the Secretary of the Company prior
to such voting. A proxy may also be revoked by a shareowner who duly executes
another proxy bearing a later date but prior to the voting. All shares
represented by effective proxies on the enclosed form, received by the Company,
will be voted at the meeting or any adjourned session of the meeting, all in
accordance with the terms of such proxies.
PROPOSALS OF SHAREOWNERS. Under the rules of the SEC, any shareowner
proposal intended to be presented at the 1995 Annual Meeting of Shareowners must
be received at the principal office of the Company no later than December 9,
1994, in order to be eligible to be considered for inclusion in the Company's
proxy materials relating to that meeting.
OTHER BUSINESS. The meeting is being held for the purposes set forth in the
notice accompanying this proxy statement. The Board of Directors of the Company
knows of no business to be transacted at the meeting other than that set forth
in the notice. However, if any other business should properly be presented to
the meeting, the proxies will be voted in respect thereof in accordance with the
judgment of the person or persons voting the proxies.
WISCONSIN POWER AND LIGHT COMPANY
[GRAPHIC]
ERROLL B. DAVIS, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
18
<PAGE>
APPENDIX A
PROPOSED AMENDMENTS TO RESTATED ARTICLES OF ORGANIZATION
Article III as set forth below is marked to reflect changes that would be
effected by the proposed amendments. Additions are in all capital letters and
deletions have been indicated by including an * (asterisk) before and after this
material.
------------------------
ARTICLE III
(1) The authorized capital stock of the Corporation is Two Hundred Forty
Million Dollars ($240,000,000) and is divided into Three Million Seven Hundred
Fifty Thousand (3,750,000) shares of Preferred Stock without par value, provided
that the aggregate stated value thereof shall not exceed $150,000,000 at any
time, and Eighteen Million (18,000,000) shares of Common Stock of the par value
of $5 per share. All shares of the authorized Preferred Stock at any time having
the status of authorized and unissued shares may be issued in one or more
series, with such stated values, with such designation or designations and with
such terms and conditions as to redemption (but the redemption price shall be
not less than the stated value), as to rate of dividend (which *shall be
expressed in the designation of the shares* MAY BE FIXED OR VARIABLE) AND
FREQUENCY OF DIVIDEND PAYMENT, and as to sinking fund provisions (if any) for
the redemption or purchase of shares, applicable to the shares of each series as
may be determined *and fixed* by the Board of Directors of the Corporation in
the resolution authorizing the issue of such shares. Shares of any series of
Preferred Stock may not be issued for a consideration less than the stated value
thereof. *Each share of the Corporation's 4 1/2% Preferred Stock, 4.80%
Preferred Stock, 4.96% Preferred Stock, 4.40% Preferred Stock, 4.76% Preferred
Stock, 8.48% Preferred Stock, 7.56% Preferred Stock and 12% Preferred Stock now
outstanding shall have a stated value of $100.*
(2) The holders of the Preferred Stock from time to time outstanding shall
be entitled to receive, in respect of each share held, dividends upon the stated
value thereof at the *annual* rate specified *in the designation of* FOR such
share, payable quarter-yearly*,* IN THE CASE OF A SHARE OF PREFERRED STOCK WITH
A FIXED RATE OF DIVIDEND OR PAYABLE AS SPECIFIED BY THE BOARD OF DIRECTORS OF
THE CORPORATION IN THE RESOLUTION AUTHORIZING THE ISSUE OF SUCH SHARES IN THE
CASE OF A SHARE OF PREFERRED STOCK WITH A VARIABLE RATE OF DIVIDEND, IN EITHER
CASE when and as declared by the Board of Directors, out of the surplus or net
profits of the Corporation. Such dividends shall be cumulative from and
including the first day of the dividend period in which such share shall have
been originally issued; and shall FOR ANY COMPLETED DIVIDEND PERIOD be paid, or
declared and set apart for payment, before any dividends shall be declared or
paid on or set apart for the Common Stock, so that if for any COMPLETED *past*
dividend period *or the current dividend period* dividends on the Preferred
Stock shall not have been paid, or declared and set apart for payment, the
deficiency shall be fully paid or declared and funds set apart for the payment
thereof before any dividends shall be declared or paid on or set apart for the
Common Stock. The holders of *the* SHARES OF ANY SERIES OF Preferred Stock shall
not be entitled to receive any dividends thereon except dividends at the
*annual* rate *hereinbefore* provided BY THE BOARD OF DIRECTORS IN THE
RESOLUTION AUTHORIZING THE ISSUE OF SUCH SHARES. The term "dividend period", as
used herein,
A-1
<PAGE>
refers to EITHER each period of three consecutive calendar months ending,
respectively, February 28, May 31, August 31 and November 30 in each year IN THE
CASE OF A SERIES OF PREFERRED STOCK HAVING A FIXED RATE OF DIVIDEND OR, IN THE
CASE OF A SERIES OF PREFERRED STOCK HAVING A VARIABLE RATE OF DIVIDEND, SUCH
PERIOD AS SHALL EITHER BE SPECIFIED BY THE BOARD OF DIRECTORS OF THE CORPORATION
IN THE RESOLUTION AUTHORIZING THE ISSUE OF SHARES OF SUCH SERIES OR DETERMINED
IN ACCORDANCE WITH THE AUTHORITY GRANTED IN SAID RESOLUTION. *No dividend shall
at any time be paid on or set apart for any share unless at the same time there
shall be paid on or set apart for all shares of Preferred Stock then outstanding
dividends in such amount that the holders of all shares of Preferred Stock shall
receive or have set apart for them a uniform percentage of the full annual
dividend to which they are, respectively, entitled.* All shares of Preferred
Stock, regardless of designation, shall constitute one class of stock and,
excepting only as to the stated values thereof, the *rates of dividends payable*
DIVIDEND rates (WHETHER FIXED OR VARIABLE) *of* AND THE FREQUENCY OF dividend*s*
*payable* PAYMENTS thereon, the price at which, and the terms and conditions on
which, shares may be redeemed and sinking fund provisions for the redemption or
purchase of shares, shall be of equal rank and confer equal rights upon the
holders thereof. *All shares of Preferred Stock of the same stated value per
share at any time outstanding which bear the same dividend rate shall constitute
one series of Preferred Stock and all shares of any one series of Preferred
Stock shall be alike in all respects.* NO DIVIDEND SHALL BE PAID ON ANY SERIES
OF PREFERRED STOCK FOR A DIVIDEND PERIOD AT THE CONCLUSION OF SUCH PERIOD UNLESS
AT THAT TIME ALL CUMULATIVE DIVIDENDS UPON THE PREFERRED STOCK OF ALL SERIES
THEN OUTSTANDING FOR ALL COMPLETED DIVIDEND PERIODS SHALL HAVE BEEN PAID OR
DECLARED AND SET APART FOR PAYMENT. When full cumulative dividends as aforesaid
upon the Preferred Stock of all series then outstanding for all COMPLETED *past*
dividend periods *and for the current dividend period* shall have been paid or
declared and set apart for payment, the Board of Directors may declare dividends
on the Common Stock of the Corporation, subject to the restrictions hereinafter
contained.
(3) In the event of the liquidation, dissolution or winding up, whether
voluntary or involuntary, of the Corporation, the holders of the Preferred Stock
shall be entitled to be paid in full, out of the net assets of the Corporation,
the stated value of their shares and, to the extent that there may be profits
properly applicable thereto (whether capitalized or not), the unpaid dividends
accrued thereon before any amount shall be paid out of such assets to the
holders of the Common Stock. After such payment in full to the holders of the
Preferred Stock, the remaining assets shall be divided among and paid to the
holders of the Common Stock.
(4) *(a)* The Corporation, on the sole authority of its Board of Directors,
shall have the right (SUBJECT TO THE SPECIFIC TERMS OF ANY SERIES OF PREFERRED
STOCK AS FIXED BY THE BOARD OF DIRECTORS) at any time or from time to time to
redeem and retire all or part of the Preferred Stock or all or part of the
shares of one or more series of Preferred Stock upon and by the payment to the
holders of the shares to be redeemed, or upon or by setting aside, as
hereinafter provided, for the benefit of such holders, the stated value of each
share to be redeemed, together with all unpaid accrued dividends thereon, and,
in addition thereto, *a* THE premium *as follows: for each share of 4 1/2%
Preferred Stock, a premium of $7; for each share of 4.80% Preferred Stock, a
premium of $1; for each share of 4.96% Preferred Stock, a premium of $1; for
each share of 4.40% Preferred Stock, a premium of $4.50; for each share of 4.76%
Preferred Stock, a premium of $1; for each share of 8.48% Preferred Stock, a
premium of $6 to and including June 30, 1981, a premium of $3 if redeemed after
June 30, 1981 and to and including June 30, 1986, and thereafter a premium of
$1; for each share of 7.56% Preferred Stock, a premium of $8.56 to and including
May 31, 1978; a premium of $6.04 if redeemed after May 31, 1978 and to and
including May 31, 1983, a premium of $3.52 if redeemed after May 31, 1983 and to
and including May 31, 1988, and thereafter a premium of $1, provided, that none
of the 7.56% Preferred Stock may be redeemed prior to June 1, 1978, if such
redemption is for the purpose of refunding or is in
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anticipation of the refunding of such 7.56% Preferred Stock through the issuance
of any shares of Preferred Stock or of any other stock ranking prior to or on a
parity with Preferred Stock, if such shares have a dividend cost to the
Corporation of less than 7.539% per annum; for each share of 12% Preferred
Stock, a premium of $18 if redeemed after August 31, 1979 and to and including
August 31, 1984, $5 if redeemed after August 31, 1984 and to and including
August 31, 1989, and thereafter a premium of $1, provided that none of the
shares of 12% Preferred Stock may be redeemed at the option of the Corporation
(except for purposes of satisfying the sinking fund relating to the shares of
12% Preferred Stock) prior to September 1, 1979; and for each share of any other
series, the premium* (IF ANY) fixed for the shares of such series; provided,
however, that not less than thirty (30) days previous to the date fixed for
redemption, notice of the intention of the Corporation to redeem such stock,
specifying the stock to be redeemed and the date and place of redemption, (i)
shall be published in a newspaper of general circulation published in the City
of Madison, Wisconsin, and also in a newspaper of general circulation published
in the City of Chicago, Illinois, and in a newspaper of general circulation
published in the City of New York, New York, and (ii) shall be deposited in a
United States post office or mail box at any place in the United States
addressed to each holder of record of the shares to be redeemed at his address
as the same appears upon the records of the Corporation; but in mailing such
notice unintentional omissions or errors in names or addresses shall not impair
the validity of the notice of redemption. In every case of the redemption of
less than all of the outstanding shares of any one series of Preferred Stock,
the shares of such series to be redeemed shall be chosen by lot or in such other
manner as may be prescribed by resolution of the Board of Directors. The
Corporation may deposit, with a bank or trust company, which shall be named in
the notice of redemption, shall be located in the City of Milwaukee, Wisconsin,
or in Chicago, Illinois, or in New York, New York, and shall then have capital,
surplus and undivided profits of at least $1,000,000, the aggregate redemption
price of the shares to be redeemed, in trust for the payment on or before the
redemption date to or upon the order of the holders of such shares, upon
surrender of the certificates for such shares. Such deposit in trust may, at the
option of the Corporation, be upon terms whereby in case the holder of any
shares of Preferred Stock called for redemption shall not, within ten years
after the date fixed for redemption of such shares, claim the amount on deposit
with any bank or trust company for the payment of the redemption price of said
shares, such bank or trust company shall on demand pay to or upon the written
order of the Corporation or its successor the amount so deposited and thereupon
such bank or trust company shall be released from any and all further liability
with respect to the payment of such redemption price and the holder of said
shares shall be entitled to look only to the Corporation or its successor for
the payment thereof. Upon the giving of notice of redemption and upon the
deposit of the redemption price, as aforesaid, or, if no such deposit is made,
upon the redemption date (unless the Corporation defaults in making payment of
the redemption price as set forth in such notice), such holders shall cease to
be stockholders with respect to said shares, and from and after the making of
said deposit and the giving of said notice, or, if no such deposit is made,
after the redemption date (the Corporation not having defaulted in making
payment of the redemption price as set forth in such notice), said shares shall
no longer be transferable on the books of the Corporation, and the said holders
shall have no interest in or claim against the Corporation with respect to said
shares, but shall be entitled only to receive said moneys on the date fixed for
redemption as aforesaid from said bank or trust company, or from the
Corporation, without interest thereon, upon surrender of the certificates as
aforesaid.
The term "accrued dividends" shall be deemed to mean, in respect of any
share of the Preferred Stock as of any given date, the amount of dividends
payable on such share, computed, at the *annual* dividend rate (WHICH MAY BE
FIXED OR VARIABLE) for such share, from the date on which dividends thereon
became
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cumulative to and including such given date, less the aggregate amount of all
dividends which have been paid or which have been declared and set apart for
payment on such share. Accumulations of dividends shall not bear interest.
Nothing herein contained shall limit any legal right of the Corporation to
purchase any shares of the Preferred Stock.
*(b)**Shares of the 12% Preferred Stock shall be redeemable at the option of
the Corporation, from time to time on or after September 1, 1978, for purposes
of satisfying the sinking fund for shares of the 12% Preferred Stock, upon the
notice and in the manner and with the effect hereinabove provided, at a price
equal to $100 per share plus accrued dividends to the date of redemption;
provided that no more than 15,000 shares of 12% Preferred Stock shall be
redeemable in any 12-month period ending August 31 in each year for purposes of
satisfying such sinking fund and all shares redeemed in any such 12-month period
shall be cancelled and retired and applied to the sinking fund for such period.
Every notice of redemption of shares of 12% Preferred Stock pursuant to this
grammatical paragraph shall state that the shares called for redemption are
being redeemed in satisfaction of such sinking fund.*
*During each 12-month period ending August 31 in each year, beginning in
1979, as and for a sinking fund for the shares of 12% Preferred Stock, the
Corporation shall, subject to the restrictions contained in this grammatical
paragraph, redeem and retire 7,500 shares of 12% Preferred Stock (being 5% of
the number of shares of 12% Preferred Stock originally issued) at the sinking
fund redemption price of $100 per share plus accrued dividends to the date of
redemption (such required redemptions being hereinafter referred to as the
"sinking fund requirement for the 12% Preferred Stock"). The sinking fund
requirement for the 12% Preferred Stock shall be cumulative so that if the
Corporation shall fail to satisfy in full the sinking fund requirement for the
12% Preferred Stock in any such 12-month period, the amount of the deficiency
shall be added to the sinking fund requirement for the 12% Preferred Stock for
succeeding 12-month periods until such deficiency shall be made good. Such
deficiency shall be made good as soon as practicable. In the event the
Corporation should be in arrears in the sinking fund requirement for the 12%
Preferred Stock for any such 12-month period or periods (whether or not for a
reason set forth in the penultimate sentence of this grammatical paragraph), and
so long as the Corporation shall remain in arrears in such requirement, the
Corporation may not purchase, redeem or pay dividends on any of its stock
ranking junior to the shares of 12% Preferred Stock. The Corporation may satisfy
the whole or any part of the sinking fund requirement for the 12% Preferred
Stock for any such 12-month period by canceling and retiring, prior to the end
of such 12-month period, shares of 12% Preferred Stock purchased by the
Corporation or shares of 12% Preferred Stock redeemed by the Corporation
otherwise than pursuant to the immediately preceding grammatical paragraph. The
Corporation may redeem through the sinking fund during any such 12-month period
not more than 7,500 additional shares of the shares of 12% Preferred Stock. The
application of such additional shares so redeemed to the sinking fund
requirement for the 12% Preferred Stock will not reduce the sinking fund
requirement for the 12% Preferred Stock in any subsequent 12-month period, and
the right of the Corporation to apply such additional shares to the sinking fund
requirement for the 12% Preferred Stock will not be cumulative. All shares of
12% Preferred Stock redeemed or purchased, including those applied to meet the
sinking fund requirement for the 12% Preferred Stock, shall be cancelled and
retired and shall become authorized but unissued shares of Preferred Stock but
may not be reissued as shares of 12% Preferred Stock. No shares of 12% Preferred
Stock shall be redeemed to satisfy the sinking fund unless, at the date such
shares are called for redemption, full dividends on all shares of the Preferred
Stock of the
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Corporation for all prior periods shall have been paid or declared and set apart
for payment. Nothing contained in this grammatical paragraph shall be deemed to
require the Corporation to redeem or purchase shares of 12% Preferred Stock at a
time when it may not legally do so.*
*Whenever less than all of the shares of 12% Preferred Stock are to be
called for redemption, the shares to be redeemed shall be selected by lot or in
such impartial manner as the Board of Directors of the Corporation may
determine.*
ANY SHARES OF ANY SERIES OF PREFERRED STOCK WHICH SHALL AT ANY TIME HAVE
BEEN REDEEMED OR OTHERWISE REACQUIRED BY THE CORPORATION SHALL, AFTER SUCH
REDEMPTION OR REACQUISITION, HAVE THE STATUS OF AUTHORIZED BUT UNISSUED SHARES
OF PREFERRED STOCK OF THE CORPORATION, WITHOUT DESIGNATION AS TO SERIES, UNTIL
SUCH SHARES ARE ONCE MORE DESIGNATED AS PART OF A PARTICULAR SERIES BY THE BOARD
OF DIRECTORS OF THE CORPORATION.
(5) So long as any shares of Preferred Stock of any series are outstanding,
the Corporation shall not, without the affirmative vote of the record holders of
shares of Preferred Stock of all series at the time outstanding, voting
separately as one class, having in the aggregate a number of votes, calculated
as provided in Paragraph (8)(a) hereof, at least equal to two-thirds of the
total number of votes, as so calculated, possessed by all such holders:
(a) Amend the provisions of the Restated Articles of Organization so as
to create or authorize any stock ranking prior in any respect to the
Preferred Stock; or issue any such stock; or
(b) Change, by amendment to the Restated Articles of Organization, or
otherwise, the terms and provisions of the Preferred Stock so as to affect
adversely the rights and preferences of the holders thereof; provided,
however, that if any such change will affect adversely the holders of one or
more, but less than all, of the series of Preferred Stock at the time
outstanding, there shall be required the vote only of the holders of the
series so adversely affected at the time outstanding having in the aggregate
a number of votes, calculated as provided in Paragraph (8)(a) hereof, at
least equal to two-thirds of the total number of votes, as so calculated,
possessed by all such holders of such series; or
(c) Issue any shares of the Preferred Stock or shares of any stock
ranking on a parity with the Preferred Stock, other than in exchange for, or
for the purpose of effecting the redemption or other retirement of, shares
of Preferred Stock, or shares of any stock ranking on a parity therewith, at
the time outstanding, having an aggregate amount of par value and/or stated
value of not less than the aggregate amount of par value or stated value of
the shares to be issued, unless:
(A) The gross income (determined in accordance with accepted
accounting principles) of the Corporation available for the payment of
interest charges shall, for a period of twelve consecutive calendar
months within the fifteen calendar months next preceding the issue of
such shares, have been at least one and one-half (1 1/2) times the sum of
(i) the interest for one year on all funded indebtedness, and notes
payable of the Corporation maturing more than twelve months after the
date of issue of such shares, which shall be outstanding at the date of
the issue of said shares, and (ii) an amount equal to the dividend
requirement for one year on all shares of the Preferred Stock of all
series and on all other shares of stock, if any, ranking prior to or on a
parity with the Preferred Stock, which shall be outstanding after the
issue of the shares proposed to be issued, PROVIDED THAT,
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IN THE CASE OF ANY SHARES OF PREFERRED STOCK WHICH DO NOT HAVE A FIXED
RATE OF DIVIDEND, THE DIVIDEND REQUIREMENT FOR ONE YEAR SHALL BE
CALCULATED BY USING THE RATE OF DIVIDEND IN EFFECT WITH RESPECT TO SUCH
SHARES AT THE TIME OF SUCH DETERMINATION; and
(B) The capital represented by the Common Stock and the surplus
accounts of the Corporation shall be not less than the aggregate amount
payable on the involuntary dissolution, liquidation or winding up of the
Corporation, in respect of all shares of Preferred Stock and all shares
of stock, if any, ranking prior thereto, or on a parity therewith, which
shall be outstanding after the issue of the shares proposed to be issued.
No consent of the holders of Preferred Stock shall be required in respect of
any transaction enumerated in this Paragraph (5) if at or prior to the time when
such transaction is to take effect provision is made for the redemption or other
retirement of all shares of Preferred Stock at the time outstanding, the consent
of which would otherwise be required hereunder.
(6) So long as any shares of the Preferred Stock are outstanding, the
Corporation shall not, without the affirmative vote of the record holders of
shares of Preferred Stock of all series then outstanding having in the aggregate
a number of votes, calculated as provided in Paragraph (8)(a) hereof, at least
equal to a majority of the total number of votes, as so calculated, possessed by
all such holders,
(a) Issue or assume any unsecured indebtedness (as hereinafter defined)
for any purpose other than the refunding of secured or unsecured
indebtedness, theretofore created or assumed by the Corporation and then
outstanding, or the retiring, by redemption or otherwise, of shares of the
Preferred Stock or shares of any stock ranking prior thereto or on a parity
therewith, if immediately after such issue or assumption the total principal
amount of all unsecured indebtedness issued or assumed by the Corporation
and then outstanding would exceed twenty per centum (20%) of the aggregate
of (i) the total principal amount of all bonds or other securities
representing secured indebtedness issued or assumed by the Corporation and
then outstanding, and (ii) the total of the capital and surplus of the
Corporation, as then recorded on its books; or
(b) Merge or consolidate with any other corporation or corporations or
sell all or substantially all of the assets of the Corporation unless such
merger, consolidation or sale or the issue or assumption of all securities
to be issued or assumed in connection therewith shall have been ordered,
approved or permitted by the Securities and Exchange Commission under the
Public Utility Holding Company Act of 1935, or by any successor commission
or regulatory authority of the United States of America then having
jurisdiction in the premises.
No consent of the holders of the Preferred Stock shall be required, however,
if at or prior to the issue of any unsecured indebtedness, or such
consolidation, merger or sale, provision is made for the redemption or other
retirement of all shares of Preferred Stock then outstanding.
"Unsecured indebtedness" as that term is used in this Paragraph (6) shall
mean all unsecured notes, debentures or other securities representing unsecured
indebtedness (whether having a single maturity, serial maturities or sinking
fund or other similar periodic principal or debt retirement payment provisions)
which has a final maturity date, determined as of the date of issuance or
assumption by the Corporation, of less than three years.
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No provision contained in this Paragraph (6), or in Paragraph (5) of this
Article III, is intended or shall be construed to relieve the Corporation from
compliance with any applicable statutory provision requiring the vote or consent
of a greater number of the holders of the outstanding shares of the Preferred
Stock.
(7) So long as any shares of the Preferred Stock are outstanding, the
Corporation shall not pay any dividends on its Common Stock (other than
dividends payable in Common Stock) or make any distribution on or purchase or
otherwise acquire for value any of its Common Stock (each such payment,
distribution, purchase and/or acquisition being herein referred to as a "common
stock dividend"), except to the extent permitted by the following provisions of
this Paragraph (7):
(a) No common stock dividend shall be declared or paid in an amount
which, together with all other common stock dividends declared in the year
ending with (and including) the date of the declaration of such common stock
dividend, would in the aggregate exceed fifty per centum (50%) of the net
income of the Corporation available for dividends on its Common Stock for
the twelve consecutive calendar months ending on the last day of the
calendar month next preceding the declaration of such common stock dividend,
if at the end of such calendar month (next preceding the date of the
declaration of such common stock dividend) the ratio (herein referred to as
the "capitalization ratio") of the Common Stock Equity (as hereinafter
defined) of the Corporation, to the total capital (as hereinafter defined)
of the Corporation shall be less than twenty per centum (20%).
(b) If such capitalization ratio, determined as aforesaid, shall be
twenty per centum (20%) or more, but less than twenty-five per centum (25%),
no common stock dividend shall be declared or paid in an amount which,
together with all other common stock dividends declared in the year ending
on (and including) the date of the declaration of such common stock
dividend, would exceed seventy-five per centum (75%) of the net income of
the Corporation available for dividends on its Common Stock for the twelve
consecutive calendar months ending on the last day of the calendar month
next preceding the declaration of such common stock dividend.
(c) If such capitalization ratio, determined as aforesaid, shall be in
excess of twenty-five per centum (25%), no common stock dividend shall be
declared or paid which would reduce such capitalization ratio to less than
twenty-five per centum (25%) except to the extent permitted by the next
preceding paragraphs (a) and (b) hereof.
"Common Stock Equity" as that term is used in this Paragraph (7) shall
consist of the sum of (1) the capital represented by the issued and outstanding
shares of Common Stock (including premiums on common stock) and (2) the surplus
accounts of the Corporation, less (i) any known, or estimated if not known,
excess of the value, as recorded on the Corporation's books, over the original
cost, of used and useful utility plant and other property, unless such excess is
being amortized, or provided for by reserves, and (ii) any excess of the
aggregate amount payable on the involuntary dissolution, liquidation or winding
up of the Corporation, in respect of all its outstanding shares of preferred
stock over the aggregate par value of, or stated value represented by, such
preferred shares unless such excess is being amortized, or provided for by
reserves, and (iii) any items such as debt discount, premium and expense,
capital stock discount and expense and similar items, classified as assets on
the balance sheet of the Corporation, unless such items are being amortized, or
provided for by reserves. The "total capital of the Corporation" shall consist
of the sum of (i) the principal amount of all outstanding indebtedness of the
Corporation maturing one year or more after the date of the issue thereof and
(ii) the par or stated value of all outstanding capital stock (including
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premiums on capital stock) of all classes of the Corporation, and (iii) the
surplus accounts of the Corporation. All indebtedness and capital stock owned by
the Corporation shall be excluded in determining total capital. Surplus accounts
used in computing capitalization ratios shall be adjusted to eliminate all
amounts, if any, restricted by the provisions of any indenture, or supplements
thereto, securing bonds of the Corporation and to reflect payment of the
proposed Common Stock dividend. In computing, for the purposes of this Paragraph
(7), the "net income of the Corporation available for dividends on its Common
Stock" for any period of twelve consecutive calendar months, there shall be
deducted from such net income an amount equal to the annual charge made by the
Corporation in such period for the amortization of Plant Acquisition Adjustments
Account. Purchases or other acquisitions of Common Stock shall be deemed, for
the purposes of this Paragraph (7), to have been declared as of the date on
which such purchases or acquisitions are consummated.
(8) (a) Every record holder of outstanding shares of Common Stock and every
record holder of outstanding shares of Preferred Stock shall be entitled to vote
in respect of the election of directors and upon all other matters, except as
otherwise provided in this Paragraph (8) and except as otherwise provided in
Paragraphs (5) and (6) of this Article III. Every holder of Common Stock at any
time entitled to vote shall have one vote for each share held by him. Every
holder of Preferred Stock at any time entitled to vote shall have, for each
share of Preferred Stock held by him, that number of votes (including any
fractional vote) determined by dividing the stated value of such share by 100.
(b) If and when dividends, payable on the Preferred Stock, shall be in
default in an amount equivalent to *four full quarter-yearly dividends* THE
DIVIDEND REQUIREMENT FOR ONE YEAR on all shares of Preferred Stock then
outstanding (PROVIDED THAT, IN THE CASE OF ANY SHARES OF PREFERRED STOCK WHICH
DO NOT HAVE A FIXED RATE OF DIVIDEND, THE DIVIDEND REQUIREMENT FOR ONE YEAR
SHALL BE CALCULATED BY USING THE RATE OF DIVIDEND IN EFFECT WITH RESPECT TO SUCH
SHARES AT THE TIME OF SUCH DETERMINATION) and until all dividends then in
default on the Preferred Stock shall have been paid, the record holders of the
shares of Preferred Stock, voting separately as one class, shall be entitled, at
each meeting of the shareholders at which directors are elected, to elect the
smallest number of directors necessary to constitute a majority of the full
Board of Directors, and the record holders of the shares of Common Stock, voting
separately as a class, shall be entitled at any such meeting to elect the
remaining directors of the Corporation. The term of office of each director of
the Corporation shall terminate upon the election of his successor. At each
election of directors by a class vote pursuant to the provisions of this
paragraph, the class first electing the directors which it is entitled to elect
shall name the directors who are to be succeeded by the directors then elected
by such class, whereupon the term of office of the directors so named shall
terminate. The term of office of the directors not so named shall terminate upon
the election by the other class of the directors which it is entitled to elect.
(c) If and when all dividends then in default on the Preferred Stock then
outstanding shall be paid, the holders of the shares of the Preferred Stock
shall thereupon be divested of the special right with respect to the election of
directors provided in subparagraph (b) of this Paragraph (8), and the voting
power of holders of shares of the Preferred Stock and the Common Stock shall
revert to the status existing before the occurrence of such default, but always
subject to the same provisions for vesting such special right in the Preferred
Stock in case of further like default or defaults in dividends thereon.
Dividends shall be deemed to have been paid, as that term is used in
subparagraph (c) of this Paragraph (8), whenever such dividends shall
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have been declared and paid, or declared and provision made for the payment
thereof, or whenever there shall be surplus and net profits of the Corporation
legally available for the payment thereof which shall have accrued since the
date of the default giving rise to such special voting right.
(d) In case of any vacancy in the Board of Directors occurring among the
directors elected by the holders of the shares of the Preferred Stock, as a
class, pursuant to subparagraph (b) of this Paragraph (8), the holders of the
shares of the Preferred Stock then outstanding and entitled to vote may elect a
successor to hold office for the unexpired term of the director whose place
shall be vacant. In case of a vacancy in the Board of Directors occurring among
the directors elected by the holders of the shares of the Common Stock, as a
class, pursuant to subparagraph (b) of this Paragraph (8), the holders of the
shares of the Common Stock then outstanding and entitled to vote may elect a
successor to hold office for the unexpired term of the director whose place
shall be vacant. In all other cases, any vacancy occurring among the directors
shall be filled in the manner provided in Article IV of these Restated Articles
of Organization.
(e) Whenever the holders of the shares of the Preferred Stock, as a class,
become entitled to elect directors of the Corporation pursuant to subparagraph
(b) or (d) of this Paragraph (8), or whenever the holders of the shares of the
Common Stock, as a class, become entitled to elect directors of the Corporation
pursuant to subparagraph (b) or (d) of this Paragraph (8), a special meeting of
the holders of the shares of the Preferred Stock or of the holders of the shares
of the Common Stock, as the case may be, for the election of such directors,
shall be held at any time thereafter upon call by the holders of not less than
1,000 shares of the Common Stock or by the holders of shares of the Preferred
Stock having an aggregate stated value of not less than $100,000, as the case
may be, or upon call by the Secretary of the Corporation at the request in
writing of any stockholder addressed to him at the principal office of the
Corporation. If no such special meeting be called or be requested to be called,
the election of the directors to be elected by the holders of the shares of the
Preferred Stock, voting as a class, and of those to be elected by the holders of
the shares of the Common Stock, voting as a class, shall take place at the next
annual meeting of the stockholders of the Corporation next succeeding the
accrual of such special voting right. At all meetings of stockholders at which
directors are elected during such times as the holders of shares of the
Preferred Stock shall have the special right, voting separately as one class, to
elect directors pursuant to subparagraph (b) of this Paragraph (8), the presence
in person or by proxy of the holders of a majority of the outstanding shares of
the Common Stock shall be required to constitute a quorum of such class for the
election of directors, and the presence in person or by proxy of the holders of
that number of the outstanding shares of all series of the Preferred Stock
having a majority of the total number of votes possessed by all holders of
Preferred Stock entitled to vote at such meeting shall be required to constitute
a quorum of such class for the election of directors; provided, however, that
the absence of a quorum of the holders of stock of either such class shall not
prevent the election at any such meeting or adjournment thereof of directors by
the other such class if the necessary quorum of the holders of stock of such
class is present in person or by proxy at such meeting; and provided further
that in the absence of a quorum of the holders of stock of either such class,
the holders of the stock of such class who are present in person or by proxy
shall have power upon the majority vote of those votes represented at the
meeting to adjourn the election of the directors to be elected by such class
from time to time without notice other than announcement at the meeting until
the requisite number of votes of such class shall be represented by stockholders
present in person or by proxy.
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(f) Except when some mandatory provision of law shall be controlling, no
particular series of the Preferred Stock shall be entitled to vote as a separate
series or class on any matter and all shares of the Preferred Stock of all
series shall be deemed to constitute but one class for any purpose for which a
vote of the stockholders of the Corporation by classes may now or hereafter be
required.
(9) UPON THE COMPLETION OF ANY NECESSARY FILINGS RELATING TO A RESOLUTION
ADOPTED BY THE BOARD OF DIRECTORS OF THE CORPORATION AUTHORIZING THE ISSUE OF
SHARES OF A NEW SERIES OF PREFERRED STOCK PURSUANT TO PARAGRAPH (1) HEREOF, THE
TERMS OF THE NEW SERIES AS ADOPTED THEREIN, WHICH SHALL CONSTITUTE AN AMENDMENT
OF THESE RESTATED ARTICLES OF ORGANIZATION, SHALL BE DEEMED TO BE AN ADDITIONAL
SUBPARAGRAPH TO THIS PARAGRAPH (9), AND MAY BE SO CERTIFIED BY ANY OFFICER OF
THE CORPORATION OR BY ANY PUBLIC OFFICIAL WHOSE DUTY IT MAY BE TO CERTIFY COPIES
OF THESE RESTATED ARTICLES OF ORGANIZATION OR AMENDMENTS THERETO.
(A) 4 1/2% PREFERRED STOCK
(A) DESIGNATION AND AMOUNT. THE CORPORATION IS AUTHORIZED TO ISSUE
A SERIES OF PREFERRED STOCK, WHICH IS HEREBY DESIGNATED AS "4 1/2%
PREFERRED STOCK". THE NUMBER OF SHARES OF 4 1/2% PREFERRED STOCK SHALL BE
LIMITED TO 100,000. THE STATED VALUE OF THE 4 1/2% PREFERRED STOCK SHALL
BE $100 PER SHARE.
(B) RATE OF DIVIDEND. THE RATE OF DIVIDEND APPLICABLE TO EACH OF
THE SHARES OF 4 1/2% PREFERRED STOCK SHALL BE 4 1/2% PER ANNUM ON THE
STATED VALUE THEREOF.
(C) REDEMPTION. THE SHARES OF 4 1/2% PREFERRED STOCK SHALL BE
SUBJECT TO REDEMPTION AT THE OPTION OF THE BOARD OF DIRECTORS OF THE
CORPORATION, IN WHOLE AT ANY TIME OR IN PART FROM TIME TO TIME, UPON THE
NOTICE AND IN THE MANNER AND WITH THE EFFECT PROVIDED IN THESE RESTATED
ARTICLES OF ORGANIZATION AT THE STATED VALUE PER SHARE, TOGETHER WITH
UNPAID ACCRUED DIVIDENDS TO THE DATE OF REDEMPTION, AND, IN ADDITION
THERETO, A PREMIUM OF $7 PER SHARE. ALL SHARES OF 4 1/2% PREFERRED STOCK
WHICH SHALL AT ANY TIME HAVE BEEN REDEEMED OR OTHERWISE REACQUIRED BY THE
CORPORATION SHALL, AFTER SUCH REDEMPTION OR REACQUISITION, HAVE THE
STATUS OF AUTHORIZED BUT UNISSUED SHARES OF PREFERRED STOCK OF THE
CORPORATION, WITHOUT DESIGNATION AS TO SERIES, UNTIL SUCH SHARES ARE ONCE
MORE DESIGNATED AS PART OF A PARTICULAR SERIES BY THE BOARD OF DIRECTORS
OF THE CORPORATION.
(D) NO SINKING FUND. SHARES OF 4 1/2% PREFERRED STOCK SHALL NOT BE
ENTITLED TO ANY SINKING FUND.
(E) OTHER TERMS. SHARES OF 4 1/2% PREFERRED STOCK SHALL BE SUBJECT
TO THE OTHER TERMS, PROVISIONS AND RESTRICTIONS SET FORTH IN THESE
RESTATED ARTICLES OF ORGANIZATION WITH RESPECT TO THE SHARES OF PREFERRED
STOCK OF THE CORPORATION.
(B) 4.80% PREFERRED STOCK
(A) DESIGNATION AND AMOUNT. THE CORPORATION IS AUTHORIZED TO ISSUE
A SERIES OF PREFERRED STOCK, WHICH IS HEREBY DESIGNATED AS "4.80%
PREFERRED STOCK". THE NUMBER OF SHARES OF 4.80% PREFERRED STOCK SHALL BE
LIMITED TO 75,000. THE STATED VALUE OF THE 4.80% PREFERRED STOCK SHALL BE
$100 PER SHARE.
(B) RATE OF DIVIDEND. THE RATE OF DIVIDEND APPLICABLE TO EACH OF
THE SHARES OF 4.80% PREFERRED STOCK SHALL BE 4.80% PER ANNUM ON THE
STATED VALUE THEREOF.
(C) REDEMPTION. THE SHARES OF 4.80% PREFERRED STOCK SHALL BE
SUBJECT TO REDEMPTION AT THE OPTION OF THE BOARD OF DIRECTORS OF THE
CORPORATION, IN WHOLE AT ANY TIME OR IN PART FROM TIME TO TIME, UPON THE
NOTICE AND IN THE MANNER AND WITH THE EFFECT PROVIDED IN THESE RESTATED
ARTICLES OF ORGANIZATION
A-10
<PAGE>
AT THE STATED VALUE PER SHARE, TOGETHER WITH UNPAID ACCRUED DIVIDENDS TO
THE DATE OF REDEMPTION, AND, IN ADDITION THERETO, A PREMIUM OF $1 PER
SHARE. ALL SHARES OF 4.80% PREFERRED STOCK WHICH SHALL AT ANY TIME HAVE
BEEN REDEEMED OR OTHERWISE REACQUIRED BY THE CORPORATION SHALL, AFTER
SUCH REDEMPTION OR REACQUISITION, HAVE THE STATUS OF AUTHORIZED BUT
UNISSUED SHARES OF PREFERRED STOCK OF THE CORPORATION, WITHOUT
DESIGNATION AS TO SERIES, UNTIL SUCH SHARES ARE ONCE MORE DESIGNATED AS
PART OF A PARTICULAR SERIES BY THE BOARD OF DIRECTORS OF THE CORPORATION.
(D) NO SINKING FUND. SHARES OF 4.80% PREFERRED STOCK SHALL NOT BE
ENTITLED TO ANY SINKING FUND.
(E) OTHER TERMS. SHARES OF 4.80% PREFERRED STOCK SHALL BE SUBJECT
TO THE OTHER TERMS, PROVISIONS AND RESTRICTIONS SET FORTH IN THESE
RESTATED ARTICLES OF ORGANIZATION WITH RESPECT TO THE SHARES OF PREFERRED
STOCK OF THE CORPORATION.
(C) 4.96% PREFERRED STOCK
(A) DESIGNATION AND AMOUNT. THE CORPORATION IS AUTHORIZED TO ISSUE
A SERIES OF PREFERRED STOCK, WHICH IS HEREBY DESIGNATED AS "4.96%
PREFERRED STOCK". THE NUMBER OF SHARES OF 4.96% PREFERRED STOCK SHALL BE
LIMITED TO 65,000. THE STATED VALUE OF THE 4.96% PREFERRED STOCK SHALL BE
$100 PER SHARE.
(B) RATE OF DIVIDEND. THE RATE OF DIVIDEND APPLICABLE TO EACH OF
THE SHARES OF 4.96% PREFERRED STOCK SHALL BE 4.96% PER ANNUM ON THE
STATED VALUE THEREOF.
(C) REDEMPTION. THE SHARES OF 4.96% PREFERRED STOCK SHALL BE
SUBJECT TO REDEMPTION AT THE OPTION OF THE BOARD OF DIRECTORS OF THE
CORPORATION, IN WHOLE AT ANY TIME OR IN PART FROM TIME TO TIME, UPON THE
NOTICE AND IN THE MANNER AND WITH THE EFFECT PROVIDED IN THESE RESTATED
ARTICLES OF ORGANIZATION AT THE STATED VALUE PER SHARE, TOGETHER WITH
UNPAID ACCRUED DIVIDENDS TO THE DATE OF REDEMPTION, AND, IN ADDITION
THERETO, A PREMIUM OF $1 PER SHARE. ALL SHARES OF 4.96% PREFERRED STOCK
WHICH SHALL AT ANY TIME HAVE BEEN REDEEMED OR OTHERWISE REACQUIRED BY THE
CORPORATION SHALL, AFTER SUCH REDEMPTION OR REACQUISITION, HAVE THE
STATUS OF AUTHORIZED BUT UNISSUED SHARES OF PREFERRED STOCK OF THE
CORPORATION, WITHOUT DESIGNATION AS TO SERIES, UNTIL SUCH SHARES ARE ONCE
MORE DESIGNATED AS PART OF A PARTICULAR SERIES BY THE BOARD OF DIRECTORS
OF THE CORPORATION.
(D) NO SINKING FUND. SHARES OF 4.96% PREFERRED STOCK SHALL NOT BE
ENTITLED TO ANY SINKING FUND.
(E) OTHER TERMS. SHARES OF 4.96% PREFERRED STOCK SHALL BE SUBJECT
TO THE OTHER TERMS, PROVISIONS AND RESTRICTIONS SET FORTH IN THESE
RESTATED ARTICLES OF ORGANIZATION WITH RESPECT TO THE SHARES OF PREFERRED
STOCK OF THE CORPORATION.
(D) 4.40% PREFERRED STOCK
(A) DESIGNATION AND AMOUNT. THE CORPORATION IS AUTHORIZED TO ISSUE
A SERIES OF PREFERRED STOCK, WHICH IS HEREBY DESIGNATED AS "4.40%
PREFERRED STOCK". THE NUMBER OF SHARES OF 4.40% PREFERRED STOCK SHALL BE
LIMITED TO 30,000. THE STATED VALUE OF THE 4.40% PREFERRED STOCK SHALL BE
$100 PER SHARE.
(B) RATE OF DIVIDEND. THE RATE OF DIVIDEND APPLICABLE TO EACH OF
THE SHARES OF 4.40% PREFERRED STOCK SHALL BE 4.40% PER ANNUM ON THE
STATED VALUE THEREOF.
(C) REDEMPTION. THE SHARES OF 4.40% PREFERRED STOCK SHALL BE
SUBJECT TO REDEMPTION AT THE OPTION OF THE BOARD OF DIRECTORS OF THE
CORPORATION, IN WHOLE AT ANY TIME OR IN PART FROM TIME TO TIME, UPON THE
NOTICE AND IN THE MANNER AND WITH THE EFFECT PROVIDED IN THESE RESTATED
ARTICLES OF ORGANIZATION
A-11
<PAGE>
AT THE STATED VALUE PER SHARE, TOGETHER WITH UNPAID ACCRUED DIVIDENDS TO
THE DATE OF REDEMPTION, AND, IN ADDITION THERETO, A PREMIUM OF $4.50 PER
SHARE. ALL SHARES OF 4.40% PREFERRED STOCK WHICH SHALL AT ANY TIME HAVE
BEEN REDEEMED OR OTHERWISE REACQUIRED BY THE CORPORATION SHALL, AFTER
SUCH REDEMPTION OR REACQUISITION, HAVE THE STATUS OF AUTHORIZED BUT
UNISSUED SHARES OF PREFERRED STOCK OF THE CORPORATION, WITHOUT
DESIGNATION AS TO SERIES, UNTIL SUCH SHARES ARE ONCE MORE DESIGNATED AS
PART OF A PARTICULAR SERIES BY THE BOARD OF DIRECTORS OF THE CORPORATION.
(D) NO SINKING FUND. SHARES OF 4.40% PREFERRED STOCK SHALL NOT BE
ENTITLED TO ANY SINKING FUND.
(E) OTHER TERMS. SHARES OF 4.40% PREFERRED STOCK SHALL BE SUBJECT
TO THE OTHER TERMS, PROVISIONS AND RESTRICTIONS SET FORTH IN THESE
RESTATED ARTICLES OF ORGANIZATION WITH RESPECT TO THE SHARES OF PREFERRED
STOCK OF THE CORPORATION.
(E) 4.76% PREFERRED STOCK
(A) DESIGNATION AND AMOUNT. THE CORPORATION IS AUTHORIZED TO ISSUE
A SERIES OF PREFERRED STOCK, WHICH IS HEREBY DESIGNATED AS "4.76%
PREFERRED STOCK". THE NUMBER OF SHARES OF 4.76% PREFERRED STOCK SHALL BE
LIMITED TO 30,000. THE STATED VALUE OF THE 4.76% PREFERRED STOCK SHALL BE
$100 PER SHARE.
(B) RATE OF DIVIDEND. THE RATE OF DIVIDEND APPLICABLE TO EACH OF
THE SHARES OF 4.76% PREFERRED STOCK SHALL BE 4.76% PER ANNUM ON THE
STATED VALUE THEREOF.
(C) REDEMPTION. THE SHARES OF 4.76% PREFERRED STOCK SHALL BE
SUBJECT TO REDEMPTION AT THE OPTION OF THE BOARD OF DIRECTORS OF THE
CORPORATION, IN WHOLE AT ANY TIME OR IN PART FROM TIME TO TIME, UPON THE
NOTICE AND IN THE MANNER AND WITH THE EFFECT PROVIDED IN THESE RESTATED
ARTICLES OF ORGANIZATION AT THE STATED VALUE PER SHARE, TOGETHER WITH
UNPAID ACCRUED DIVIDENDS TO THE DATE OF REDEMPTION, AND, IN ADDITION
THERETO, A PREMIUM OF $1 PER SHARE. ALL SHARES OF 4.76% PREFERRED STOCK
WHICH SHALL AT ANY TIME HAVE BEEN REDEEMED OR OTHERWISE REACQUIRED BY THE
CORPORATION SHALL, AFTER SUCH REDEMPTION OR REACQUISITION, HAVE THE
STATUS OF AUTHORIZED BUT UNISSUED SHARES OF PREFERRED STOCK OF THE
CORPORATION, WITHOUT DESIGNATION AS TO SERIES, UNTIL SUCH SHARES ARE ONCE
MORE DESIGNATED AS PART OF A PARTICULAR SERIES BY THE BOARD OF DIRECTORS
OF THE CORPORATION.
(D) NO SINKING FUND. SHARES OF 4.76% PREFERRED STOCK SHALL NOT BE
ENTITLED TO ANY SINKING FUND.
(E) OTHER TERMS. SHARES OF 4.76% PREFERRED STOCK SHALL BE SUBJECT
TO THE OTHER TERMS, PROVISIONS AND RESTRICTIONS SET FORTH IN THESE
RESTATED ARTICLES OF ORGANIZATION WITH RESPECT TO THE SHARES OF PREFERRED
STOCK OF THE CORPORATION.
(F) 6.20% PREFERRED STOCK
(A) DESIGNATION AND AMOUNT. THE CORPORATION IS AUTHORIZED TO ISSUE
A SERIES OF PREFERRED STOCK, WHICH IS HEREBY DESIGNATED AS "6.20%
PREFERRED STOCK". THE NUMBER OF SHARES OF 6.20% PREFERRED STOCK SHALL BE
LIMITED TO 150,000. THE STATED VALUE OF THE 6.20% PREFERRED STOCK SHALL
BE $100 PER SHARE.
(B) RATE OF DIVIDEND. THE RATE OF DIVIDEND APPLICABLE TO EACH OF
THE SHARES OF 6.20% PREFERRED STOCK SHALL BE 6.20% PER ANNUM ON THE
STATED VALUE THEREOF, AND SUCH DIVIDENDS SHALL BE CUMULATIVE FROM AND
INCLUDING SEPTEMBER 1, 1993.
(C) REDEMPTION. THE 6.20% PREFERRED STOCK SHALL NOT BE REDEEMABLE
PRIOR TO OCTOBER 15, 2003. ON AND AFTER OCTOBER 15, 2003, THE SHARES
OF 6.20% PREFERRED STOCK SHALL BE SUBJECT TO REDEMPTION AT THE
A-12
<PAGE>
OPTION OF THE BOARD OF DIRECTORS OF THE CORPORATION, IN WHOLE AT ANY TIME
OR IN PART FROM TIME TO TIME, UPON THE NOTICE AND IN THE MANNER AND WITH
THE EFFECT PROVIDED IN THESE RESTATED ARTICLES OF ORGANIZATION AT THE
STATED VALUE PER SHARE, TOGETHER WITH UNPAID ACCRUED DIVIDENDS TO THE
DATE OF REDEMPTION, AND, IN ADDITION THERETO, THE FOLLOWING PREMIUM:
<TABLE>
<CAPTION>
IF REDEEMED DURING THE IF REDEEMED DURING THE
TWELVE MONTH PERIOD TWELVE MONTH PERIOD
BEGINNING OCTOBER 15 PREMIUM BEGINNING OCTOBER 15 PREMIUM
- - ---------------------------------------- ----------- ---------------------------------------- -----------
<S> <C> <C> <C>
2003.................................... $ 3.10 2008.................................... $ 1.55
2004.................................... 2.79 2009.................................... 1.24
2005.................................... 2.48 2010.................................... 0.93
2006.................................... 2.17 2011.................................... 0.62
2007.................................... 1.86 2012.................................... 0.31
THEREAFTER.............................. 0.00
</TABLE>
ALL SHARES OF 6.20% PREFERRED STOCK WHICH SHALL AT ANY TIME HAVE BEEN
REDEEMED OR OTHERWISE REACQUIRED BY THE CORPORATION SHALL, AFTER SUCH
REDEMPTION OR REACQUISITION, HAVE THE STATUS OF AUTHORIZED BUT UNISSUED
SHARES OF PREFERRED STOCK OF THE CORPORATION, WITHOUT DESIGNATION AS TO
SERIES, UNTIL SUCH SHARES ARE ONCE MORE DESIGNATED AS PART OF A
PARTICULAR SERIES BY THE BOARD OF DIRECTORS OF THE CORPORATION.
(D) NO SINKING FUND. SHARES OF 6.20% PREFERRED STOCK SHALL NOT BE
ENTITLED TO ANY SINKING FUND.
(E) OTHER TERMS. SHARES OF 6.20% PREFERRED STOCK SHALL BE SUBJECT
TO THE OTHER TERMS, PROVISIONS AND RESTRICTIONS SET FORTH IN THESE
RESTATED ARTICLES OF ORGANIZATION WITH RESPECT TO THE SHARES OF PREFERRED
STOCK OF THE CORPORATION.
(G) 6.50% PREFERRED STOCK
(A) DESIGNATION AND AMOUNT. THE CORPORATION IS AUTHORIZED TO ISSUE
A SERIES OF PREFERRED STOCK, WHICH IS HEREBY DESIGNATED AS "6.50%
PREFERRED STOCK". THE NUMBER OF SHARES OF 6.50% PREFERRED STOCK SHALL BE
LIMITED TO 599,460. THE STATED VALUE OF THE 6.50% PREFERRED STOCK SHALL
BE $25 PER SHARE.
(B) RATE OF DIVIDEND. THE RATE OF DIVIDEND APPLICABLE TO EACH OF
THE SHARES OF 6.50% PREFERRED STOCK SHALL BE 6.50% PER ANNUM ON THE
STATED VALUE THEREOF, AND SUCH DIVIDENDS SHALL BE CUMULATIVE FROM AND
INCLUDING SEPTEMBER 1, 1993.
(C) REDEMPTION. THE 6.50% PREFERRED STOCK SHALL NOT BE REDEEMABLE
PRIOR TO NOVEMBER 1, 1998. ON AND AFTER NOVEMBER 1, 1998, THE SHARES
OF 6.50% PREFERRED STOCK SHALL BE SUBJECT TO REDEMPTION AT THE OPTION OF
THE BOARD OF DIRECTORS OF THE CORPORATION, IN WHOLE AT ANY TIME OR IN
PART FROM TIME TO TIME, UPON THE NOTICE AND IN THE MANNER AND WITH THE
EFFECT PROVIDED IN THESE RESTATED ARTICLES OF ORGANIZATION AT THE STATED
VALUE PER SHARE, TOGETHER WITH UNPAID ACCRUED DIVIDENDS TO THE DATE OF
REDEMPTION. ALL SHARES OF 6.50% PREFERRED STOCK WHICH SHALL AT ANY TIME
HAVE BEEN REDEEMED OR OTHERWISE REACQUIRED BY THE CORPORATION SHALL,
AFTER SUCH REDEMPTION OR REACQUISITION, HAVE THE STATUS OF AUTHORIZED BUT
UNISSUED SHARES OF PREFERRED STOCK OF THE CORPORATION, WITHOUT
DESIGNATION AS TO SERIES, UNTIL SUCH SHARES ARE ONCE MORE DESIGNATED AS
PART OF A PARTICULAR SERIES BY THE BOARD OF DIRECTORS OF THE CORPORATION.
(D) NO SINKING FUND. SHARES OF 6.50% PREFERRED STOCK SHALL NOT BE
ENTITLED TO ANY SINKING FUND.
A-13
<PAGE>
(E) OTHER TERMS. SHARES OF 6.50% PREFERRED STOCK SHALL BE SUBJECT
TO THE OTHER TERMS, PROVISIONS AND RESTRICTIONS SET FORTH IN THESE
RESTATED ARTICLES OF ORGANIZATION WITH RESPECT TO THE SHARES OF PREFERRED
STOCK OF THE CORPORATION.
*(9)*(10) No share of stock or evidence of indebtedness shall be deemed to
be "outstanding", as that term is used in these Restated Articles of
Organization if, prior to or concurrently with the event in reference to which a
determination as to the amount thereof outstanding is to be made, the requisite
funds for the redemption thereof shall be deposited in trust for that purpose
and the requisite notice for the redemption thereof shall be given or the
depositary of such funds shall be irrevocably authorized and directed to give or
complete such notice of redemption.
*(10)*(11) No holder of capital stock of the Corporation shall have any
preemptive right to purchase, acquire or subscribe to any capital stock or other
securities issued or sold by the Corporation, including any such capital stock
or other securities now or hereafter authorized.
*(11)*(12) The Corporation reserves the right to increase or decrease its
authorized capital stock, or any class or series thereof, or to reclassify the
same, and to amend, alter, change or repeal any provision contained in these
Restated Articles of Organization, or in any amendment thereto, in the manner
now or hereafter prescribed by law, but subject to such conditions and
limitations as are hereinbefore prescribed, and all rights conferred upon
stockholders in these Restated Articles of Organization, or any amendment
thereto, are granted subject to this reservation.
* * *
A-14
<PAGE>
[LOCATION OF MEETING MAP]
<PAGE>
[logo]
WP&L
Wisconsin Power & Light
PROXY CARD AND ANNUAL MEETING RESERVATION
The Annual Meeting of Shareowners will be held at the Dane County Coliseum, 1881
Expo Mall, Madison, Wisconsin, on Wednesday, May 18, 1994, at 10:00 a.m.. The
enclosed Proxy Statement contains additional information about the meeting
location.
Please review, complete and SIGN the Proxy Card.
----
If you are attending the Annual Meeting, please detach and return the completed
Annual Meeting reservation Form with the SIGNED PROXY CARD in the enclosed
------
envelope.
TO AVOID UNNECESSARY EXPENSE, WE ARE ASKING SHAREOWNERS TO CONTACT SHAREOWNER
SERVICES AT 1-800-356-5343 IF THEY NEED TO CANCEL THEIR RESERVATION.
PLEASE DETACH AND RETURN THE COMPLETED AND SIGNED PROXY CARD.
------
IMPORTANT
---------
YOU ARE URGED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY. THIS
WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO SHAREOWNERS WHO HAVE NOT
RESPONDED.
TOLL FREE SHAREOWNER INFORMATION NUMBERS
- - ----------------------------------------
Local (Madison)..................................................252-3110
All Other Areas............................................1-800-356-5343
Please FOLD here and DETACH Proxy Card
1. ELECTION OF DIRECTORS- Nominees for terms ending:
(*) TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST BELOW AND MARK AN (X) IN THE 'FOR
ALL EXCEPT' BOX.
1995 - Arnold M. Nemirow, Judith D. Pyle
1996 - Rockne G. Flowers
1997 - Les Aspin, Erroll B. Davis, Jr., Milton E. Neshek, Carol T. Toussaint
For All
Withhold For All
For All Except(*)
2. PROPOSAL TO APPOINT ARTHUR ANDERSEN & CO. AS INDEPENDENT AUDITORS FOR 1994.
For
Against
Abstain
3. PROPOSAL TO AMEND THE ARTICLES OF ORGANIZATION TO ALLOW FOR THE ISSUANCE
OF VARIABLE RATE PREFERRED STOCK AND TO EFFECT CERTAIN OTHER CLARIFYING
CHANGES.
For
Against
Abstain
PROXY
Please date and sign your name(s) exactly as shown above and mail promptly in
the enclosed envelope.
- - ------------------------------------------------- Dated --------------------
- - ------------------------------------------------- Dated --------------------
(Signature(s)
IMPORTANT: When signing as attorney, executor, administrator, trustee, or
guardian, please give your full title as such. In the case of JOINT HOLDERS,
all should sign.
I (WE) WILL ATTEND THE ANNUAL MEETING LUNCHEON.
Please list your name(s) and your guest(s) below:
- - -------------------------------------------------
- - -------------------------------------------------
- - -------------------------------------------------
RETURN THIS STUB WITH YOUR PROXY CARD TO RESERVE LUNCH.
<PAGE>
[logo]
WP&L
Wisconsin Power & Light
P.O. Box 2568
Madison, WI 53701-2568
ANNUAL MEETING OF SHAREOWNERS - MAY 18, 1994
The undersigned appoints Erroll B. Davis, Jr. and Edward M. Gleason, or
either of them, attorneys and proxies, with power of substitution, to vote all
shares of preferred stock of Wisconsin Power and Light Company of record in the
name of the undersigned at the close of business on March 22, 1994, at the
Annual Meeting of Shareowners of the Company, to be held at the Dane County
Coliseum, Madison, Wisconsin, on May 18, 1994 at 10:00 a.m., and at all
adjournments thereof, upon matters that may properly come before the meeting,
including the matters described in the Company's Notice of Annual Meeting of
Shareowners and Proxy Statement dated April 8, 1994, sugject to any directions
on the reverse side of this card.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WISCONSIN POWER
AND LIGHT COMPANY.
IF NO CHOICE IS SPECIFIED, THE PROXIES SHALL VOTE FOR THE PROPOSALS.
---
(continued and to be signed and dated on the other side)
<PAGE>
APPENDIX
Pictures of each Wisconsin Power and Light Co. Board member appears next
to a brief summary of his/her experience on pages 2 through 7. A map showing
the location of the meeting appears on the back cover.
