SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $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:
________________________________________________________________________
5) Total fee paid:
________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________
3) Filing Party:
________________________________________________________________________
4) Date Filed:
________________________________________________________________________
<PAGE>
[LOGO]
SOUTHEASTERN
MICHIGAN GAS ENTERPRISES
NOTICE OF ANNUAL MEETING OF COMMON SHAREHOLDERS
TO BE HELD ON APRIL 18, 1995
To the Common Shareholders of
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
NOTICE IS HEREBY GIVEN pursuant to call by the Board of Directors of the
Company in accordance with the laws of Michigan that the Annual Meeting of
Shareholders of Southeastern Michigan Gas Enterprises, Inc. (the Company) will
be held at the McMorran Auditorium, 701 McMorran Boulevard, Port Huron,
Michigan (see map on back), on Tuesday, April 18, 1995 at 2:00 p.m., for the
following purposes:
I. To elect four members to the Board of Directors.
II. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Common Shareholders of record at the close of business on February 21,
1995, will be entitled to notice of and to vote at the meeting or at any
adjournment thereof.
Whether or not you expect to attend the meeting, please sign, date and
return the accompanying proxy in the enclosed envelope, which requires no
postage if mailed in the United States. If you should attend, you may vote in
person, if you wish, whether or not you have sent in your proxy.
By order of the Board of Directors
Lawrence J. Gagnon
(Signature)
Lawrence J. Gagnon, Secretary
405 Water Street, P.O. Box 5026, Port Huron, Michigan 48061-5026, Phone (810)
987-2200
<PAGE>
[LOGO]
SOUTHEASTERN
MICHIGAN GAS ENTERPRISES
PROXY STATEMENT
The enclosed proxy, mailed on or about March 21, 1995, is solicited on
behalf of the Board of Directors of Southeastern Michigan Gas Enterprises, Inc.
(the Company) for use at the Annual Meeting of the Shareholders of the Company
on Tuesday, April 18, 1995, at 2:00 p.m., and any adjournments thereof.
A Shareholder giving the enclosed proxy (or his authorized representative)
may revoke it any time before it is exercised by executing a subsequent proxy,
or by oral or written notice to the Company or by voting in person at the
meeting.
The Company will bear the cost of management soliciting proxies, including
charges and expenses of brokerage firms and others for forwarding solicitation
material to beneficial owners of stock. In addition to mailings, proxies
may be solicited by personal interview, telephone or telegraph by certain
of the Company's employees without compensation. The Company may also
retain and compensate one or more outside organizations to assist in
soliciting proxies.
A copy of the Company's 1994 Annual Report is enclosed.
STOCK OUTSTANDING, VOTING RIGHTS AND VOTES REQUIRED
Only Common Shareholders of record on the Company's stock transfer
books at the close of business on February 21, 1995 (the record date) will
be entitled to vote at the meeting.
The Company had approximately 11,336,000 shares of Common Stock, $1 Par
Value (Common Shares), outstanding on the record date. A majority of the
Common Shares entitled to vote constitutes a quorum.
Common Shareholders are entitled to cumulative voting for directors. Each
Common Shareholder may cast a number of votes equal to the number of shares
held on the record date multiplied by the number of directors to be
elected. The shareholder may cast all votes for a single director or
distribute them among the directors to be voted for, as the shareholder
sees fit.
To the Company's knowledge, only the following persons own beneficially
more than 5% of the common stock as of the record date:
<TABLE>
<CAPTION>
Number
of Shares
Title of Name and Address Beneficially Percent of
Class of Beneficial Owner Owned Class
<S> <C> <C> <C>
Common Stock, $1 Par Value Southeastern Michigan Gas Enterprises, Inc.
Employee Stock Ownership Trust
405 Water Street
Port Huron, Michigan 48060 864,591<F1> 7.6%
_____________________
<FN>
<F1>
The Company's Employee Stock Ownership Trust (ESOT) has the following
trustees: Ward N. Kirby, Robert F. Caldwell, D. Kent Herzer and Nancy C.
Rankin. The shares held by the ESOT will be voted by the individual
participant to the extent such shares are allocated to the participant's
account. The Trustees have the power to sell shares in the ESOT and can
vote unallocated shares (approximately 9,077 shares).
</FN>
</TABLE>
<TABLE>
Management's security ownership as of the record date is:
<CAPTION>
Amount and
Nature of Percent
Name of Beneficial of
Title of Class Beneficial Owner Ownership<F2> Class
<S> <C> <C> <C>
Common Stock, $1 Par Value Directors, Nominees and
Executive Officers --
Frank G. Andreoni 17,367 <F1>
Daniel A. Burkhardt 1,049 <F4> <F1>
Robert F. Caldwell 13,470 <F3> <F1>
Marcia M. Chmielewski 1,887 <F3> <F1>
John T. Ferris 26,355 <F1>
Michael O. Frazer 7,435 <F1>
Lawrence J. Gagnon 2,061 <F3> <F1>
Ward N. Kirby 7,534 <F3> <F1>
Harvey I. Klein 832 <F4> <F1>
William March 2,181 <F1>
Frederick S. Moore 0 <F4> <F1>
Edith A. Stotler 1,190 <F4> <F1>
Donald W. Thomason 1,400 <F4> <F1>
Robert J. Thomson 87,613 <F1>
John W. Wirtz 8,574 <F1>
All directors, nominees and
executive officers as a group 178,954 1.6
Cumulative Preferred Stock
of Subsidiary -- Directors, Nominees and
Southeastern Michigan Gas Executive Officers --
Company Robert F. Caldwell 43 <F1>
Ward N. Kirby 32 <F1>
All directors, nominees and
executive officers as a group 75 <F1>
___________________
<FN>
<F1>
Less than one percent.
<F2>
Each of the identified beneficial owners has sole voting and investment
power as to all of the shares shown with the exception of those held by
certain officers and directors jointly with their spouses or directly by
their spouses, minor children, or certain other relatives, and with the
exceptions described in <F3> below. None of the shares shown is a share as
to which the person shown as the beneficial owner has the right to acquire
beneficial ownership in the future.
<F3>
Inclusive of the individual's beneficial interest in shares held by ESOT as
follows:
Common Shares
Name Held by ESOT
Robert F. Caldwell 8,270
Marcia M. Chmielewski 1,394
Lawrence J. Gagnon 949
Ward N. Kirby 3,915
All directors, nominees and executive
officers as a group 14,528
Such persons may vote their shares held by ESOT. Such persons have no
investment power as to the shares held by the ESOT except for certain
limited rights of diversification required to be granted under the Internal
Revenue Code.
<F4>
Pursuant to a resolution adopted by the Board in 1994, Board members are
required to own a minimum of 2,000 shares of Company common stock within 60
months of the adoption of the resolution (for new members, the deadline is
60 months from election to the Board); lesser minimums are required after
18, 36 and 54 months from such dates.
</FN>
</TABLE>
RESPECTING THE ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide for three classes of
directors. The term of office of each class is three years and the term of one
class expires each year. The Company's Bylaws provide for a Board of Directors
with eleven members. The classes will be comprised of as nearly equal a number
of directors as possible. Therefore, approximately one-third of the Board of
Directors will be elected at each Annual Meeting of Shareholders. In case of a
vacancy in the Board of Directors, the remaining Directors, by a majority vote,
could elect a successor to serve until the next election of the class for which
the director was chosen.
Four directors are to be elected at this Annual Meeting, three of whom are
to be elected for a term of three years and one of whom is to be elected for a
term of two years. In each case directors will serve until a successor has
been elected and qualified. The two-year term represents the remainder of Mr.
Thomson's term. Mr. Thomson has chosen to resign as of the adjournment of the
upcoming shareholders' meeting. It is the intention of the persons named in
the enclosed Form of Proxy, unless otherwise instructed by the shareholder, to
vote for the election of the persons listed below.
Robert F. Caldwell
Ward N. Kirby
Donald W. Thomason
Frederick S. Moore (2 years)
The Board does not contemplate that any nominee will become unavailable
for any reason. Should that occur before the meeting, however, proxies will be
voted for another person selected by the Board.
The persons named in the enclosed proxy form also reserve the right to
vote the proxies cumulatively and for less than all of the nominees, but do not
intend to do so unless other nominees are nominated at the meeting. In any
case, the proxies will not vote for any nominees other than those named, unless
a nominee becomes unavailable as described above.
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name, Position with the Company<F1> and Director
Business Experience During Past Five Years Age Since
<S> <C>
NOMINEES (for terms expiring 1998)
Robert F. Caldwell.............................................................................. 39 1992
Executive Vice President of the Company since April 1993, Senior Vice President of the
Company from April 1991 to April 1993, Vice President from February 1989 to April 1991,
Secretary from January 1985 to February 1991, Treasurer from January 1985 to February 1989.
Ward N. Kirby................................................................................... 55 1992
President of the Company since April 1993, Executive Vice President of the Company from
April 1991 to April 1993, Vice President from February 1989 to April 1991, President of
Southeastern Michigan Gas Company from April 1986 to February 1989.
Donald W. Thomason.............................................................................. 51 --
Executive Vice President - Corporate Services and Technology of the Kellogg Company since
September 1990; prior thereto, a vice president of Kellogg and a division executive vice
president.
NOMINEE (for term expiring 1997)
Frederick S. Moore.............................................................................. 56 --
President and Chairman DSLT Inc., a holding company with subsidiaries serving the food
service industry and engaging in the real estate development business.
OTHER DIRECTORS (terms expiring 1996)
Frank G. Andreoni............................................................................... 65 1978
Port Huron City Chairman of Michigan National Bank since July 1994 and Port Huron City
President prior thereto.
Daniel A. Burkhardt............................................................................. 47 1993
Associated with Edward D. Jones & Co., a securities brokerage firm, since 1978; Principal in
Investment Banking Department of Jones; Member of Jones' Investment Policy Committee;
Director of: Essex County Gas Co., Galaxy Cablevision Management, Mid-America Realty
Investments, Inc. and St. Joseph Light & Power Co.
Harvey I. Klein................................................................................. 55 1993
Retired as Manager of Advanced Vehicle/Safety and Fuel Economy Planning of Ford Motor Company
in January 1995; prior thereto, employed by Ford Motor Company since 1962 in positions of
increasing responsibility.
William March................................................................................... 69 1990
President of Peninsular Gas Company, a gas utility serving a portion of the upper peninsula
of Michigan.
OTHER DIRECTORS (terms expiring 1997)
John T. Ferris.................................................................................. 44 1994
Senior Partner in law firm of Ferris & Schwedler, P.C. in Bad Axe, Michigan, former
prosecutor for Huron County, Michigan.
Michael O. Frazer............................................................................... 56 1986
Attorney practicing in Battle Creek, Michigan.
Edith A. Stotler................................................................................ 48 1987
Partner, Stotler Grain Company; President, Homer Grain Company since 1990; Vice President and
Director, Utilities Group, Canadian Imperial Bank of Commerce, Inc., Chicago, Illinois from
December 1988 to February 1990 and Assistant General Manager -- Utilities Group prior thereto.
_________________
<FN>
<F1>
Other than Messrs. Kirby and Caldwell, each director's and nominee's principal employment is and has been
with a company which is not affiliated with the Company.
</FN>
</TABLE>
OTHER EXECUTIVE OFFICERS
Marcia M. Chmielewski (age 36) was elected Vice President of the Company
on October 13, 1994. She has also served as Treasurer and Assistant Secretary
since August 20, 1992, and has been with the Company in other capacities since
1986.
Lawrence J. Gagnon (age 48) was elected Vice President on April 20, 1993,
and has been Secretary and General Counsel of the Company since February 1,
1991. Prior thereto he was a partner in the law firm of Loomis, Ewert, Ederer,
Parsley, Davis and Gotting and acted as outside counsel to the Company since
1977.
The term of each executive officer expires April 18, 1995, or when a
successor is elected and qualified.
CERTAIN BUSINESS RELATIONSHIPS OF DIRECTORS
In January 1994 the Company issued 747,500 shares of Common Stock in a
public offering. Edward D. Jones & Co. acted as one member of the selling
group for this offering and sold 75,000 of these shares. Mr. Burkhardt is
a Principal of Jones' Investment Banking Department and a member of Jones'
Investment Policy Committee.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Audit Committee members are Michael O. Frazer, Chairman,
John T. Ferris, Edith A. Stotler and John W. Wirtz. The committee held 3
formal meetings in 1994. The Audit Committee's functions are primarily to
review with the independent public accountants and the Company's internal
auditors their respective reports and audit findings and the scopes and plans
of their future audit programs and to meet with the officers of the Company
and separately with the independent public accountants and with the internal
auditors to review annual financial statements, accounting and financial
controls and compliance with appropriate codes of conduct. The committee
also recommends to the Board the independent public accountants.
The Company's Executive Compensation Committee members are Frank G.
Andreoni, Chairman, Harvey I. Klein, Edith A. Stotler and John W. Wirtz. The
committee held 9 formal meetings in 1994. The Executive Compensation
Committee, after review and analysis of available data, recommends
compensation of Executive Officers and Directors to the Board of Directors.
The Company's Nominating Committee members are Daniel A. Burkhardt,
Chairman, Frank G. Andreoni, William March and Edith A. Stotler. The committee
held 5 meetings in 1994. The functions of the Nominating Committee are to
recommend to the Board: directors to serve as chairmen and members of the Board
committees, candidates to serve as trustees of employee benefit plan trusts,
candidates to fill Board vacancies, the slate of director candidates for
shareholder approval, personal qualifications criteria for Board membership and
general criteria regarding Board committee composition. Recommendations by
shareholders of candidates for Board membership will be considered by the
Nominating Committee. Such recommendations should be sent to the Nominating
Committee of the Board of Directors at 405 Water Street, Port Huron, Michigan
48060.
The Board of Directors held 7 meetings during 1994. Each director
attended 75% or more of the total meetings of the board and the committees
on which each served in 1994.
SECTION 16(a) REPORTING REQUIREMENTS
Pursuant to Section 16(a) of the Securities Exchange Act of 1934,
directors and executive officers must file a form with the Securities and
Exchange Commission to report changes in their ownership of Company stock
during the prior month. All such reports were filed timely for 1994 except
for one report for Mr. Klein which was filed late and reported the purchase
of 200 shares.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
Summary Compensation Table
Only the following four executive officers of the Company had salary and
bonus exceeding $100,000 in 1994.
<CAPTION>
Name and Principal Other Annual All Other
Position Year Salary<F1> Bonus<F2> Compensation<F3> Compensation<F4>
<S> <C> <C> <C> <C> <C>
Ward N. Kirby, President and CEO................... 1994 $201,504 $65,315 $2,590 $4,262
1993 $191,397 $64,251 $2,590 $7,040
1992 $180,435 $46,527 $2,590 $4,364
Robert F. Caldwell, Executive Vice President
and COO........................................... 1994 $175,739 $55,481 $1,008 $4,262
1993 $166,863 $53,483 $1,008 $6,139
1992 $157,516 $38,071 $1,008 $3,830
Lawrence J. Gagnon, Vice President, Secretary and
General Counsel................................... 1994 $123,216 $38,241 $1,841 $4,262
1993 $116,961 $39,778 $1,841 $4,050
1992 $113,061 $20,610 $1,841 $2,641
Marcia M. Chmielewski, Vice President, Treasurer
and CFO........................................... 1994 $88,923 $22,648 $828 $2,938
1993 $79,757 $16,180 $828 $2,707
1992 $71,446 $11,391 $828 $1,619
____________________
<FN>
<F1>
Actual salary paid during the year.
<F2>
Cash incentive earned during the year pursuant to the Company's incentive
plan then in effect and bonus paid to reimburse the premium cost of a whole
life insurance policy.
<F3>
Amount paid to reimburse the executive for taxes relating to the bonus for
life insurance discussed in the preceding note.
<F4>
Portion of the Company's contribution to the Employee Stock Ownership Trust
which is applicable to the executive.
</FN>
</TABLE>
Employment Contracts
Each of the above executive officers (except Ms. Chmielewski) is a
party to an employment agreement with the Company. Each employment
agreement provides for a lump sum payment to the executive officer if the
Company terminates the executive's employment other than for "cause" or if
the executive resigns due to a required relocation of personal residence or
a reduction in base salary. "Cause" is limited to certain intentional
misconduct. The lump sum payment will equal the executive's present salary
for the remainder of the term of the agreement, provided that not less than
six nor more than twelve months salary shall be paid. The Company also
agrees to continue insurance, medical, dental and similar benefit plans for
the term of the agreement. Certain other limitations apply. In addition,
the agreements give each officer the right to resign in case of a change of
control and receive severance compensation equal to 2.99 times his average
annual compensation over the last five years.
Pension Plan
The Company retirement plan is a non-contributory plan. Substantially all
employees are eligible to participate. All above-named executive officers
participate. The plan covers base salary excluding overtime, bonuses, etc.,
and is based on three years average salary.
Under the retirement plan, at normal retirement (age 65) a member will
receive an annual retirement income equal to 1.5% of his highest average
earnings over a three-year period multiplied by years of credited service prior
to November 1, 1970 and 1.75% of such average earnings multiplied by years of
credited service after October 31, 1970. As of January 1, 1995, Messrs. Kirby,
Caldwell and Gagnon had 22, 15 and 4 years of credited service, respectively,
and Ms. Chmielewski had 8 years of credited service. The following table is
meant to illustrate the level of annual retirement incomes available under the
plan at normal retirement age, based on the accrual rate for years of service
after October 31, 1970 and the highest three year average annual remuneration.
Actual amounts to be paid are limited by law. For example, a single straight
life annuity starting in 1994 for a 65 year old retiree could not exceed
$118,800. Also, for 1994 only the first $150,000 of compensation may be
considered.
<TABLE>
<CAPTION>
Annual Years of Credited Service
Remuneration 5 10 15 20 25 30 35 40
<S> <C> <C> <C> <C> <C> <C> <C> <C>
90,000 7,875 15,750 23,625 31,500 39,375 47,250 55,125 63,000
120,000 10,500 21,000 31,500 42,000 52,500 63,000 73,500 84,000
150,000 13,125 26,250 39,375 52,500 65,625 78,750 91,875 105,000
180,000 15,750 31,500 47,250 63,000 78,750 94,500 110,250 126,000
</TABLE>
Employees who are directors receive no additional compensation for service
as directors. All other directors were paid $1,000 per month and $575 for each
directors' meeting attended in 1994 except that the chairman of the board was
paid $2,000 per month and $775 per meeting attended. Non-employee directors
received $575 for each committee meeting attended except that committee
chairmen were paid $775.
The Company has also established a deferred compensation and Phantom Stock
program for non-employee directors. Non-employee directors have the option to
defer the annual compensation described in the above paragraph for each
upcoming year. If deferred, the compensation accrues interest at the prime
rate or, at the prior election of the director, is treated as if it were
invested in new stock (phantom stock) through the dividend reinvestment
program. Only one director is deferring compensation for 1995; such
compensation is being used to purchase phantom stock.
Non-employee directors also accrue $3,000 per year in the form of
retirement compensation payable after leaving the Board.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As previously mentioned, Messrs. Andreoni, Klein and Wirtz and Ms.
Stotler are members of the Executive Compensation Committee. The Company
from time to time makes short-term and long-term borrowings from Michigan
National Bank, of which Mr. Andreoni is Port Huron City Chairman. During
1994, the maximum amount of such indebtedness at any one time outstanding
was $33,000,000 at an interest rate of approximately 6.4% per annum which
was used for working capital for the Company and its subsidiaries. Such
borrowings were at rates considered to be competitive and were on terms and
conditions similar to other like loans made by such bank. At December 31,
1994, there was no outstanding indebtedness to such bank.
Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933, or the Securities Exchange Act of
1934, the following report and the Performance Graph shall not be deemed to be
incorporated by reference into any such filings except to the extent that they
are specifically incorporated.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Executive Compensation Committee (ECC) is responsible for recommending
to the full Board the compensation of executive officers. The ECC is composed
of four non-employee directors. The ECC has adopted a strategy to adjust all
salary, benefits and perquisites for an executive to reflect an average of that
paid to executives with similar experience, responsibilities and authority in a
peer group of companies. The elements of compensation include base salary,
benefits, perquisites and incentive. An independent consulting firm has been
employed by the ECC to assist in developing and implementing this strategy and
in developing an incentive plan. The incentive plan provides an executive with
an opportunity for above-average total compensation but only if his performance
is above average and the corporate income targets, which also reward the
shareholder, are achieved. The incentive plan for 1994 provided for cash
bonuses to the Company's executives based on the degree of achievement of the
Company's income target for 1994 which was established by the Board of
Directors and the executive's individual performance which is monitored by
the ECC. All the incentive awards for 1994 are included in the above
compensation table in the "Bonus" column. The 1994 base salary amounts were
determined by the ECC and approved by the full Board of Directors. Messrs.
Kirby, Caldwell and Gagnon each received an increase of 4% in base salary,
effective January 1, 1994. This increase was reflective of the average
increase for executives in the peer group survey. Ms. Chmielewski received
an increase of 9.4% in base salary effective January 1, 1994, in recognition
of her performance and increase in responsibilities. Mr. Kirby's performance
evaluation for 1993 was based on an analysis of his performance as against
his personal goals for 1993 which included achievement of the corporate
income target for 1993.
EXECUTIVE COMPENSATION COMMITTEE
Frank G. Andreoni, Chair Edith A. Stotler
Harvey I. Klein John W. Wirtz
PERFORMANCE GRAPH
The following graph compares cumulative total returns (assuming
reinvestment of dividends). The stock price performance shown on the graph is
not necessarily indicative of future price performance. The graph assumes the
investment of $100 in the Company's stock, the stocks representing the EDJ
index and the stocks representing the S&P 500 index on December 31, 1989.
<TABLE>
Comparison of Five Year Cumulative Total Return
Among stock of Southeastern Michigan Gas Enterprises, Inc.,
S&P 500 Index and
Edward D. Jones & Co. Natural Gas Distribution Company Index
<CAPTION>
Measurement Period Southeastern Michigan Edward D. S&P 500
(Fiscal Year Covered) Gas Enterprises, Inc. Jones Index Index
<S> <C> <C> <C>
Measurement Pt-12/31/89 $100 $100 $100
FYE 12/31/90 $ 81 $101 $ 97
FYE 12/31/91 $ 97 $121 $126
FYE 12/31/92 $133 $145 $136
FYE 12/31/93 $173 $169 $150
FYE 12/31/94 $154 $152 $152
</TABLE>
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen & Co. have been the auditors for the Company and
Southeastern Michigan Gas Company for over thirty (30) years and have been
appointed by the Board of Directors to continue in that capacity during 1995.
A member of Arthur Andersen & Co. will be available at the Shareholders
Meeting to make a statement if he so desires and to answer appropriate
questions.
SHAREHOLDER PROPOSALS
A proposal to be included in the proxy statement or form of proxy for the
Company's next annual meeting of shareholders must be received at the Company's
principal executive office not later than November 21, 1995.
OTHER BUSINESS
The management of the Company knows of no matters other than those above
stated which are to be brought before the meeting. However, if any other such
matters should be presented for action, it is the intention of the persons
named in the enclosed form of proxy to vote in accordance with their
judgment on such matters.
It is important that proxies be returned promptly to avoid unnecessary
expenses. Therefore, all Common Shareholders (even those planning to attend
the meeting) are urged, regardless of the number of shares of stock owned,
to sign, date and return the enclosed proxy in the business-reply envelope,
also enclosed. Shareholders attending in person may withdraw their proxies
and vote in person.
By order of the Board of Directors
Lawrence J. Gagnon
(Signature)
Lawrence J. Gagnon, Secretary
<PAGE>
[MAP]
APPENDIX
Map on back cover shows general area, specific street and specific building
where shareholders meeting will take place.
<PAGE>
[Logo]
SOUTHEASTERN
MICHIGAN GAS ENTERPRISES
March 21, 1995
Dear Mr./Mrs. Shareholder:
You are cordially invited to attend the Annual Meeting of the Shareholders of
Southeastern Michigan Gas Enterprises, Inc. to be held at the McMorran
Auditorium, 701 McMorran Boulevard, Port Huron, Michigan, on Tuesday, April 18,
1995, at 2:00 p.m., local time.
The enclosed formal Notice of Meeting and Proxy Statement provide information
concerning the matters to be considered at the meeting.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend, you can be sure
your shares are represented at the meeting by promptly returning your
completed proxy in the enclosed envelope. We are pleased with the response
of our shareholders to the solicitation of proxies for the 1994 Annual
Meeting, at which approximately 81% of the Company's eligible shares were
represented in person or by proxy. You may cancel your proxy prior to or at
the meeting and may vote in person if you wish.
Sincerely,
Ward N. Kirby
(signature)
Ward N. Kirby
President and C.E.O.
Properly executed proxies will be voted as marked and, if not marked,
will be voted "FOR" the election of the nominees listed in the accompanying
Proxy Statement.
Tear Here Tear Here
- --- ---
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC. Please Mark Your
This Proxy is Solicited on Behalf of the Choice Like This In
Board of Directors. Blue or Black Ink. [X]
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR the Director Nominees:
1. Election of Directors
(Check Only One Box)
A. For all nominees [ ]
B. For none of the nominees [ ]
C. For all nominees except names crossed out [ ]
Robert F. Caldwell Ward N. Kirby
Frederick S. Moore Donald W. Thomason
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2. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE MEETING. Shares will be voted as specified. IF NO SPECIFICATION IS
MADE, SHARES WILL BE VOTED FOR THE NOMINEES AS PROPOSED. If any other
matters arise the proxies or substitutes may vote according to their best
judgment.
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The undersigned hereby appoints Gary E. Olmstead and Edward K. Corry with
powers of substitution in each, proxies to vote all Common Shares of
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC. (the Company) which the
undersigned may be entitled to vote at the annual meeting of the Shareholders
of the Company to be held Tuesday, April 18, 1995, and at all adjournments
thereof, on the matters set forth in the Proxy Statement and such other
matters as may come before the meeting; and hereby directs that this proxy be
voted in accordance with the specification made which is consistent with the
options preprinted.
Please date, sign and mail promptly in the self-addressed return envelope which
requires no postage if mailed in the United States. Persons signing in
representative capacity should indicate as such. If shares are held jointly,
both owners should sign.
Dated , 1995
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Signature
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Signature
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