<PAGE> 1
WICOR
626 East Wisconsin Avenue
P.O. Box 334
Milwaukee, WI 53201
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 28, 1994
To the Shareholders of
WICOR, Inc.:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of
WICOR, Inc. will be held Thursday, April 28, 1994, at 2:00 P.M. (local
time), at the Italian Community Center, 631 East Chicago Street, Milwaukee,
Wisconsin, for the following purposes:
1. To elect four directors to hold office until the 1997 Annual
Meeting of Shareholders and until their successors are duly
elected and qualified.
2. To consider and approve the WICOR, Inc. 1994 Long-Term
Performance Plan.
3. To consider and act upon any other business which may be
properly brought before the Annual Meeting or any adjournment
thereof.
The close of business Tuesday, February 22, 1994, has been fixed as
the record date for the determination of shareholders entitled to receive
notice of, and to vote at, the Annual Meeting and any adjournment thereof.
A proxy and Proxy Statement are enclosed herewith.
By Order of the Board of Directors
ROBERT A. NUERNBERG
Secretary
March 10, 1994
YOUR VOTE IS IMPORTANT. TO ASSURE YOUR REPRESENTATION AT THE MEETING,
PLEASE DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS, SIGN EXACTLY AS YOUR NAME APPEARS, AND RETURN IMMEDIATELY.<PAGE>
<PAGE> 2
WICOR
626 East Wisconsin Avenue
P.O. Box 334
Milwaukee, Wisconsin 53201
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 28, 1994
This Proxy Statement is being furnished to shareholders by the Board
of Directors of WICOR, Inc. (the "Company") beginning on or about March 10,
1994, in connection with a solicitation of proxies by the Board of Directors
of the Company (the "Board") for use at the Annual Meeting of Shareholders
(the "Annual Meeting") to be held on Thursday, April 28, 1994, at 2:00
P.M.(local time), at the Italian Community Center, 631 East Chicago Street,
Milwaukee, Wisconsin, and at all adjournments thereof, for the purposes set
forth in the attached Notice of Annual Meeting of Shareholders.
Execution of a proxy given in response to this solicitation will not
affect a shareholder's right to attend the Annual Meeting and to vote in
person. Presence at the Annual Meeting of a shareholder who has signed a
proxy does not in itself revoke a proxy. Any shareholder giving a proxy may
revoke it at any time before it is exercised by giving notice thereof to the
Company in writing or in open meeting. Unless so revoked, the shares
represented by proxies received by the Board will be voted at the Annual
Meeting and at any adjournment thereof. A properly executed proxy will be
voted as directed therein by the shareholder.
Only holders of record of the Company's Common Stock, $1 par value
("Common Stock"), at the close of business on February 22, 1994, are
entitled to vote at the Annual Meeting and at any adjournment thereof. On
that date, the Company had outstanding and entitled to vote 16,474,394
shares of Common Stock. The record holder of each outstanding share of
Common Stock is entitled to one vote per share.
The Company is a holding company. Its subsidiaries include Wisconsin
Gas Company ("Wisconsin Gas"), Sta-Rite Industries, Inc. ("Sta-Rite") and
SHURflo Pump Manufacturing Co. ("SHURflo").
ITEM NO. 1: ELECTION OF DIRECTORS
The Board consists of 11 directors. The Company's By-laws provide
that the directors shall be divided into three classes, with staggered terms
of three years each. At the Annual Meeting, shareholders will elect four
directors to hold office until the 1997 Annual Meeting of Shareholders and
until their successors are duly elected and qualified. Directors are
elected by a plurality of the votes cast (assuming a quorum is present at
the Annual Meeting). Consequently any shares not voted, whether due to
abstentions, broker non-votes or otherwise, have no impact on the election
of directors.
Unless shareholders otherwise specify, the shares represented by the
proxies received will be voted "FOR" the indicated nominees for election as
directors. The Board has no reason to believe that any of the listed
nominees will be unable or unwilling to continue to serve as a director if
elected. However, in the event that any nominee should be unable or for
good cause unwilling to serve, the shares represented by proxies received
will be voted for another nominee selected by the Board.
The following tabulation sets forth information regarding the four
nominees for election as directors and the seven continuing directors.
Except as otherwise noted, each such person has engaged in the principal
occupation or employment and held the offices shown for more than the past
five years.
A photograph of each nominee and director continuing in office appears
adjacent to the nominee's/director's name and personal information.
<PAGE>
<PAGE> 3
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
For Three-Year Terms Expiring April, 1997
<TABLE>
<CAPTION>
<S> <C>
WILLIE D. DAVIS Mr. Davis, 59, is President, Chief
Audit and Nominating Executive Officer and a director of
Committees All Pro Broadcasting, Inc., which owns
Director since 1990 and operates radio stations in Los
Angeles and Milwaukee. Mr. Davis is a
director of Alliance Bank, The Dow
Chemical Co., Johnson Controls, Inc.,
Kmart Corp., L.A. Gear Inc., MGM Grand
Inc. and Sara Lee Corporation.
JAMES L. FORBES Mr. Forbes, 61, is President and Chief
Audit and Compensation Executive Officer and a director of
Committees Badger Meter, Inc., a manufacturer and
Director since 1990 marketer of flow measurement products.
Mr. Forbes joined Badger Meter in
1979. He was elected President in
1982 and Chief Executive Officer in
1987. He is a director of Blue Cross
& Blue Shield United of Wisconsin,
Firstar Corporation, Firstar Trust
Company, United Wisconsin Services,
Inc., and Universal Foods Corporation.
GUY A. OSBORN Mr. Osborn, 58, is Chairman, Chief
Audit (Chairman) and Executive Officer and a director of
Compensation Committees Universal Foods Corporation, an inter-
Director since 1987 national manufacturer and marketer of
value-added food products. He joined
Universal Foods in 1971 and held
several executive positions before
becoming President and Chief Operating
Officer in 1984. He was elected
President and Chief Executive Officer
in 1988 and assumed his current
position in 1990. He is a director of
Firstar Corporation, Firstar Bank
Milwaukee, N.A., and Fleming
Companies, Inc.
WILLIAM B. WINTER Mr. Winter, 65, is Chairman, Chief
Nominating and Retirement Executive Officer and a director of
Plans Investment Bucyrus-Erie Company, a manufacturer
(Chairman) Committees of mining machinery, and its parent
Director since 1980 corporation B-E Holdings Inc. (1). He
joined Bucyrus-Erie in 1953, became a
Vice President in 1965, and was named
President and Chief Operating Officer
in 1978. In 1988 a group of the
corporation's senior management,
including Mr. Winter, and outside in-
vestors acquired all of the common
stock of B-E Holdings Inc., and Mr.
Winter assumed his current positions.
/TABLE
<PAGE>
<PAGE> 4
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Terms Expiring April, 1995
<TABLE>
<CAPTION>
<S> <C>
WENDELL F. BUECHE Mr. Bueche, 63, is the President, Chief
Compensation (Chairman) Executive Officer and a director of
and Retirement Plans IMC Fertilizer Group, Inc., a producer
Investment Committees of fertilizers. He was named to that
Director since 1984 position in 1993. Mr. Bueche
previously was Chairman, President and
Chief Executive Officer of Allis-
Chalmers Corporation until his
retirement in 1988. Mr. Bueche is a
director of Marshall & Ilsley
Corporation.
DANIEL F. McKEITHAN, JR. Mr. McKeithan, 58, is President, Chief
Compensation and Retirement Executive Officer and a director of
Plans Investment Committees Tamarack Petroleum Co., Inc., an
Director since 1989 operator of producing oil and gas
wells. He has held that position since
1981. He is also President and Chief
Executive Officer of Active Investor
Management, Inc., a manager of oil and
gas wells. He has held that position
since 1984. From 1976 to 1982 he was
Chairman of Jos. Schlitz Brewing Co.
He is a director of Firstar Corporation
and The Marcus Corporation, and is a
trustee of The Northwestern Mutual Life
Insurance Company.
GEORGE E. WARDEBERG Mr. Wardeberg, 58, is President and
Nominating Committee Chief Executive Officer of the Company,
Director since 1992 Chairman of Wisconsin Gas and SHURflo,
and Chairman and Chief Executive
Officer of Sta-Rite. He has held these
positions since February 1994.
Previously, he was President and Chief
Operating Officer of the Company from
1992 to 1994; Vice Chairman of
Wisconsin Gas and SHURflo from 1993 to
1994; Vice Chairman and Chief Executive
Officer of Sta-Rite from 1993 to 1994;
Vice President - Water Systems of Sta-
Rite from 1989 to 1992; and Vice
Chairman and Chief Operating Officer of
Whirlpool Corporation from 1985 to
1989. He is a director of M&I Marshall
& Ilsley Bank.
ESSIE M. WHITELAW Ms. Whitelaw, 45, is President and
Audit and Retirement Chief Operating Officer of Blue
Plans Investment Committees Cross & Blue Shield United of
Director since 1992 Wisconsin, a comprehensive health
insurer. She has held that position
since 1992. Prior thereto, she was
Vice President - Southeastern Region
from 1988 to 1992, Vice President -
Claims from 1987 to 1988, and Vice
President - Customer Service from 1986
to 1987 of Blue Cross & Blue Shield
United of Wisconsin. She is a director
of Universal Foods Corporation.
/TABLE
<PAGE>
<PAGE> 5
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Terms Expiring April, 1996
<TABLE>
<CAPTION>
<S> <S>
JERE D. McGAFFEY Mr. McGaffey, 58, is a partner in the
Nominating (Chairman) and law firm of Foley & Lardner. (2) He has
Retirement Plans Investment been in practice with that firm since
Committees 1961 and has been a partner since 1968.
Director since 1980 Mr. McGaffey is a director of Smith
Investment Company.
THOMAS F. SCHRADER Mr. Schrader, 44, is President and
Director since 1988 Chief Executive Officer of Wisconsin
Gas and Vice President of the Company.
He has been with Wisconsin Gas since
1978, serving as Vice President from
1983 to 1986, Executive Vice President
from 1986 to 1988 and President and
Chief Operating Officer from 1988 to
1990. He assumed his current position
with Wisconsin Gas in 1990. He was
elected Vice President of the Company
in 1988. Mr. Schrader is a director of
Firstar Trust Company.
STUART W. TISDALE Mr. Tisdale, 65, served as Chairman
Audit and Nominating and Chief Executive Officer of the
Committees Company until his retirement in
Director since 1980 February 1994. Mr. Tisdale joined Sta-
Rite as President and Chief Executive
Officer in 1976. After Sta-Rite merged
with the Company in 1982, Mr. Tisdale
became Vice President of the Company in
1983, President in 1984, President and
Chief Executive Officer in 1986, and
Chairman and Chief Executive Officer in
1992. Mr. Tisdale is a director of
Marshall & Ilsley Corporation, Modine
Manufacturing Co. and Twin Disc Inc.
</TABLE>
(1) On February 18, 1994, B-E Holdings, Inc. and Bucyrus-Erie Company filed
a voluntary prepackaged joint plan of reorganization in the United
States Bankruptcy Court.
(2) Foley & Lardner was retained in 1993 by the Company and its
subsidiaries to provide legal services and has been similarly retained
in 1994.<PAGE>
<PAGE> 6
THE BOARD OF DIRECTORS
The Board held nine meetings in 1993. Each director attended at least
75% of the total of such meetings and meetings of any committees on which
such director served. The Board maintains standing Audit, Nominating and
Compensation Committees.
The Audit Committee held two meetings in 1993. The committee's func-
tions include recommending the selection of the independent auditors each
year; consulting with the independent auditors regarding the scope and plan
of audit, internal controls, fees, non-audit services (including the
possible effect of such services on the independence of the auditors), the
audit report and related matters; reviewing other accounting, internal audit
and financial matters; investigating accounting, auditing or financial
exceptions which may occur; and overseeing the corporate compliance programs
of the Company and its subsidiaries.
The Nominating Committee held two meetings in 1993. The committee's
functions include recommending those persons to be nominated by the Board
for election as directors of the Company at the next Annual Meeting of
Shareholders and recommending the person to fill any unexpired term on the
Board which may occur. The committee will consider nominees recommended by
shareholders, but has no established procedures which must be followed to
make recommendations.
The Compensation Committee held two meetings in 1993. The committee's
functions include reviewing and recommending adjustments to the salaries of
the officers of the Company and its subsidiaries and administering the 1981
Stock Option Plan, the 1987 Stock Option Plan, the 1992 Director Stock
Option Plan, and the incentive compensation plans of the Company and its
subsidiaries.
The Company pays its directors who are not officers of the Company,
Wisconsin Gas, Sta-Rite or SHURflo an annual retainer fee of $10,000, plus
$600 for each meeting they attend of the Board and committees of the Board
on which they serve. Committee chairmen are paid an additional annual
retainer fee of $1,000. Committee chairmen receive meeting fees for
meetings with the Chief Executive Officer of the Company in preparation for
regular committee meetings. Wisconsin Gas pays its directors who are not
officers of the Company, Wisconsin Gas, Sta-Rite or SHURflo an annual
retainer fee of $7,000, plus $600 for each meeting of the Wisconsin Gas
board they attend. Directors who are also officers of the Company,
Wisconsin Gas, Sta-Rite or SHURflo receive no fees for service as directors
of those companies. Presently, all directors of the Company are also
directors of Wisconsin Gas.
Non-employee directors participate in the 1992 Director Stock Option
Plan, pursuant to which options to purchase 2,000 shares of Common Stock are
automatically granted annually on the fourth Tuesday in February to each
non-employee director. The exercise price per share for options granted
under the 1992 Director Stock Option Plan is equal to the fair market value
of a share of Common Stock on the date of grant. On February 23, 1993,
Messrs. Bueche, Davis, Forbes, McGaffey, McKeithan, Osborn and Winter and
Ms. Whitelaw each received an option to purchase 2,000 shares of Common
Stock at a per-share exercise price of $27.3125. Options granted under the
1992 Director Stock Option Plan are immediately exercisable and have a ten-
year term; provided, however, that no option may be exercised after 24
months have elapsed from the date the optionee ceased being a director. On
February 22, 1994, options to purchase an additional 2,000 shares of Common
Stock were granted to the non-employee directors at a per-share exercise
price of $30.4375.
The Company and Wisconsin Gas each maintain a deferred compensation
plan for active directors which entitles a director of the respective
corporation to defer directors' fees until the director ceases to be an
active director. All amounts deferred are unsecured and accrue interest
at the prevailing announced prime interest rate of a major commercial bank.
<PAGE> 7
The Company and Wisconsin Gas maintain retirement plans for directors
who are not officers of the Company or its subsidiaries, have reached the
age of 65, and have served at least five years as a director of the Company
or Wisconsin Gas. Retired directors receive essentially the same annual
compensation as active directors receive ($16,000 from the Company and
$11,200 from Wisconsin Gas for 1994). Retirement benefits are payable for a
period equal to the director's service as a director, up to 10 years, or
until the death of the retired director, whichever occurs earlier.
SECURITY OWNERSHIP OF MANAGEMENT
The following tabulation sets forth the number of shares of Common
Stock beneficially owned, as of February 28, 1994, by each director and
nominee, each executive officer named in the Summary Compensation Table, and
all directors and executive officers as a group.
<TABLE>
<CAPTION>
Title of
Class
- ----------------
<S>
Common Stock<PAGE>
Name of
Beneficial Owner
- ----------------------
<C>
Wendell F. Bueche
Willie D. Davis
James C. Donnelly
James L. Forbes
Jere D. McGaffey
Daniel F. McKeithan, Jr.
Guy A. Osborn
Thomas F. Schrader
Stuart W. Tisdale
George E. Wardeberg
Joseph P. Wenzler
Essie M. Whitelaw
William B. Winter
All directors and executive
officers as a group (14 persons).<PAGE>
Amount and Nature
of Beneficial
Ownership (1)(2)
- -------------------
<C>
6,356
4,500
46,394
5,000
6,798
5,000
6,000
95,862
211,492 (4)
23,799
106,187 (5)
4,000
6,420
573,423
<PAGE>
Percent of
Class (3)
- ----------
<C>
-
-
-
-
-
-
-
-
1.3%
-
-
-
-
-
-
-
3.4%
</TABLE>
(1) Each beneficial owner exercises sole voting and investment power with
respect to the shares shown as owned beneficially, except as noted in
footnotes (4) and (5).
(2) Includes the following numbers of shares covered under options
exercisable as of or within 60 days of February 28, 1994: Mr.
Donnelly, 45,200; Mr. Schrader, 73,400; Mr. Tisdale, 135,692; Mr.
Wenzler, 69,800; Messrs Bueche, Davis, Forbes, McGaffey, McKeithan,
Osborn and Winter and Ms. Whitelaw, 4,000 each.
(3) Where no percentage figure is set out in this column, the person owns
less than 1% of the outstanding shares.
(4) Includes 4,852 shares owned by Mr. Tisdale's spouse.
(5) Includes 526 shares owned by Mr. Wenzler's spouse.
EXECUTIVE COMPENSATION
The following tabulation is a three-year summary of the compensation
awarded or paid to, or earned by, the Company's chief executive officer and
its four most highly compensated executive officers whose total cash
compensation exceeded $100,000 in 1993.<PAGE>
<PAGE> 8
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compen-
Annual Compensation sation
--------------------------------------------- ----------
Awards
----------
Securities
Other Annual Underlying All Other
Name and Principal Compensation Options/ Compensation
Position Year Salary($) Bonus($) ($) (1) SARs(#) ($) (2)
- ------------------------------- ---- --------- -------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Stuart W. Tisdale, Chairman and 1993 $488,750 $244,375 26,100 $19,533
Chief Executive Officer of 1992 470,000 145,000 25,000 14,574
the Company and Chairman of 1991 435,000 180,000 18,000 9,112
Wisconsin Gas, Sta-Rite
and SHURflo (3)
George E. Wardeberg, President and 1993 272,000 150,000 $52,459 18,000 16,257
Chief Operating Officer of the 1992 220,567 37,825 6,000 4,364
Company, Vice Chairman and 1991 185,000 0 4,000 2,456
Chief Executive Officer of
Sta-Rite and Vice Chairman of
Wisconsin Gas and SHURflo (4)
Thomas F. Schrader, Vice President 1993 260,000 142,881 10,500 15,192
of the Company and President and 1992 248,500 75,000 13,200 13,776
Chief Executive Officer of 1991 226,125 100,000 12,000 10,966
Wisconsin Gas
James C. Donnelly, Vice President 1993 236,250 110,174 7,950 15,203
of the Company and President and 1992 208,725 35,163 8,850 13,011
Chief Operating Officer of 1991 182,500 47,750 9,000 10,224
Sta-Rite
Joseph P. Wenzler, Vice President, 1993 245,300 100,629 9.750 15,131
Treasurer and Chief Financial 1992 245,300 33,695 13,200 6,171
Officer of the Company; Vice 1991 231,023 50,000 12,000 3,753
President and Chief Financial
Officer of Wisconsin Gas; and
Secretary and Treasurer of
SHURflo (5)
</TABLE>
(1) Of the amount reported in this column for Mr. Wardeberg, $43,255
represents a one-time club membership fee. The aggregate amount of
personal benefits provided by the Company and its subsidiaries to the
other executive officers named in this table in any year, and for Mr.
Wardeberg in 1991 and 1992, did not exceed the lesser of $50,000 or 10%
of each executive officer's annual salary and bonus reported in the
table for any of the years indicated.
(2) The amounts shown in this column for 1993 are comprised of the
following items: Company contributions to 401(k) and supplemental
savings plans: Mr. Tisdale $16,667; Mr. Wardeberg $13,391; Mr.
Schrader $12,326; Mr. Donnelly $11,743; and Mr. Wenzler $12,265.
Supplemental medical insurance premium: Mr. Tisdale $2,866; Mr.
Wardeberg $2,866; Mr. Schrader $2,866; Mr. Donnelly $2,866; and Mr.
Wenzler $2,866. Above market earnings on deferred compensation: Mr.
Donnelly $594.
(3) Mr. Tisdale retired February 1, 1994.
(4) On February 1, 1994, Mr. Wardeberg was elected President and Chief
Executive Officer of the Company; Chairman of Wisconsin Gas and
SHURflo; and Chairman and Chief Executive Officer of Sta-Rite.
(5) Mr. Wenzler was elected Secretary and Treasurer of SHURflo on July 28,
1993.
Stock Option Information
- ------------------------
The Company has in effect the 1987 Stock Option Plan pursuant to which
options to purchase Common Stock may be granted to key employees (including
executive officers) of the Company and its subsidiaries. The following
tabulation sets forth information regarding grants of options made by the
Company in 1993 to the executive officers named in the Summary Compensation
Table. No SARs have been awarded under the 1987 Plan.<PAGE>
<PAGE> 9
OPTION/SAR GRANTS IN 1993 FISCAL YEAR
<TABLE>
<CAPTION>
Grant
Individual Grants Date Value
- ------------------------------------------------------------------------------------------ ------------
Percent of
Total Options
Number of Sec. Granted to Exercise or Grant
Under. Opt./SARs Employees in Base Price Expiration Date Present
Name Granted (#) Fiscal Year ($/sh.) Date Value(3)
- ---------------------- ---------------- -------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Stuart W. Tisdale 26,100 (1) 21.9% $27.3125 2/23/04 $ 88,479
George E. Wardeberg 12,000 (1) 10.0 27.3125 2/23/04 40,680
6,000 (2) 27.3125 2/23/04 20,340
Thomas F. Schrader 7,000 (1) 5.9 27.3125 2/23/04 23,730
3,500 (2) 27.3125 2/23/04 11,865
James C. Donnelly 5,300 (1) 4.4 27.3125 2/23/04 17,967
2,650 (2) 27.3125 2/23/04 8,984
Joseph P. Wenzler 6,500 (1) 5.5 27.3125 2/23/04 22,035
3,250 (2) 27.3125 2/23/04 11,018
</TABLE>
(1) These options are nonstatutory stock options for purposes of the
Internal Revenue Code. The options became exercisable on February 23,
1993.
(2) These options are not immediately exercisable. They will become
exercisable on February 23, 1996, provided a specified total return
to shareholders objective for the period 1993 to 1995 is achieved.
These options are nonstatutory stock options for purposes of the
Internal Revenue Code.
(3) Amounts in this column were calculated using the Black-Scholes option
pricing model. The model assumes: (a) an option term of 11 years;
(b) a risk-free interest rate of 7.0%; (c) volatility (variance of
rate of return) of .2038; and (d) a dividend yield of 6.5%.
The following tabulation sets forth information regarding the exercise
of stock options during 1993 and the unexercised options held at December
31, 1993, by each of the executive officers named in the Summary
Compensation Table.
AGGREGATED OPTION/SAR EXERCISES IN 1993 FISCAL YEAR AND FY-END OPTION/SAR
VALUES
<TABLE>
<CAPTION>
Numbers of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/
Options/SARs at FY-End (#) SARs at FY-End ($)
Shares Acquired Value --------------------------------------------------------------
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stuart W. Tisdale 5,000 $ 82,188 133,692 0 $1,280,732 $ 0
George E. Wardeberg 12,000 27,750 0 8,000 0 39,250
Thomas F. Schrader 2,000 27,625 75,400 7,900 810,124 45,731
James C. Donnelly 0 0 45,200 5,600 453,956 31,931
Joseph P. Wenzler 2,100 33,272 69,800 7,650 753,655 44,684
/TABLE
<PAGE>
<PAGE> 10
Pension and Retirement Plans
- ----------------------------
The Company and its subsidiaries maintain pension and retirement plans
in which the executive officers and other employees participate. The
companies also maintain supplemental retirement plans for officers and
certain other employees to reflect certain compensation that is excluded
under the retirement plans and to provide benefits that otherwise would have
been accrued or payable except for the limitations imposed by the Internal
Revenue Code.
The following tabulation sets forth the annual retirement benefits
payable under the pension plans, as supplemented, for the indicated levels
of final average earnings with various periods of credited service.
Benefits reflected in the table are based on an assumed retirement age of
65.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service
------------------------------------------------
Remuneration 15 20 25 30 35
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 200,000 $ 58,616 $ 78,155 $ 89,424 $ 92,424 $ 95,424
250,000 73,466 97,955 112,074 115,824 119,474
300,000 88,316 117,755 134,724 139,224 143,724
350,000 103,166 137,555 157,374 162,624 167,874
400,000 118,016 157,355 180,024 186,024 192,024
450,000 132,866 177,155 202,674 209,424 216,174
500,000 147,716 196,955 225,324 232,824 240,324
550,000 162,566 216,755 247,974 256,224 264,474
600,000 177,416 236,555 270,624 279,624 288,624
</TABLE>
The compensation covered by the pension plan, as supplemented, for the
named executive officers includes all compensation reported for each
individual as salary and bonus in the Summary Compensation Table. Messrs.
Tisdale, Wardeberg, Schrader, Donnelly and Wenzler have 30, 4, 15, 6 and 20
years, respectively, of credited service under the pension plan. Pursuant
to the supplemental retirement plan, Mr. Tisdale, who retired February 1,
1994, receives supplemental retirement benefits computed under the benefit
formula, but with the years of credited service from 1986 through 1994
deemed to be 2-1/2 years for each year of actual credited service. The
effect of this supplemental program is to provide Mr. Tisdale, commencing at
age 65, with approximately the same aggregate retirement benefit under the
pension plan, as supplemented, as he would have received at that age under
the pension plan if he had 30 years of credited service. Pursuant to a
supplemental retirement plan, Mr. Schrader will receive a supplemental
retirement benefit of $25,000 per year for 15 years beginning at age 65,
payable in monthly installments.
<PAGE>
<PAGE> 11
A retired executive officer who is married at the time of retirement
and selects one of the available joint and surviving spouse annuity payment
options will also receive the difference between the monthly benefits
payable under the single life annuity payment option and the 50% joint and
surviving spouse annuity payment option for the lives of the retired officer
and spouse. Upon the death of the retired officer, the surviving spouse
will receive 50% of the supplemental benefit for life.
The retirement benefits set out in the above table are based on a
straight life annuity. The election of other available payment options
would change the retirement benefits shown in the table. The plan does not
provide for reduction of retirement benefits to offset Social Security or
any other retirement benefits.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee of the Board. The Compensation Committee is
comprised of four independent, non-employee directors. Following
Compensation Committee review and approval, matters relating to executive
compensation (other than the grant of stock options) are submitted to the
full Board for approval. The Compensation Committee utilizes an independent
compensation consultant. The consultant provides advice to the Committee on
compensation-related issues, including incentive plan design and competitive
compensation data for officer positions.
Compensation Policies
- ---------------------
Policies are used to set a general direction and as a backdrop against
which specific compensation decisions are made.
- Design of executive pay programs is intended to attract and retain
top talent, motivate and reward performance.
- Differences in pay practices and performance measures between the
Company's primary lines of business are recognized.
- Compensation opportunities, by component and in the aggregate, are
targeted at the median (50th percentile) of competitive practice.
- Achievement of incentive compensation levels is dependent on
attainment of performance goals as agreed to by the Board annually.
These goals relate to the achievement of the Company's operating and
financial plan, individual objectives and milestones in the Company's
longer-term strategic plan.
- In business units where an all-employee bonus or profit-sharing
program exists, a portion of each executive's incentive compensation
is determined on the same criteria.
- The focus on enhancement of shareholder value is accomplished by
tying a significant portion of total pay to performance of the
Company's stock.
In assessing executive performance and pay, the members of the
Compensation Committee consider factors outside the formal incentive plans.
These factors include operational and financial measures not specifically
incorporated in the incentive plans, and actual performance in dealing with
unanticipated business conditions during the year. The Compensation
Committee believes such factors should be considered in addition to the more
formalized factors to assess and reward executive performance properly.
<PAGE>
<PAGE> 12
Components of Compensation
- --------------------------
Base salary --- The Compensation Committee uses comparison information
to target salary ranges for its officers in both its utility and
manufacturing businesses. Competitive data sources vary by business unit.
Salary range midpoints for gas utility positions are set relative to a
comparison of other relevant gas utilities; a substantial number (more than
75%) of the proxy peer group companies comprising the Kidder, Peabody Gas
Distribution Utility Index are included in this survey sample. Salary range
midpoints for the Company's non-utility positions are set relative to a
comparison to other relevant manufacturing organizations. In both cases,
salary ranges are targeted at or near the 50th percentile of the competitive
data.
Annual Incentive Plan --- The Company and each subsidiary has an annual
incentive compensation plan tailored to that company. The Company's
officers hold executive positions with the Company and one or more of its
operating subsidiaries. As a result, they also participate in the incentive
plans of each subsidiary of which they serve as an officer on a pro rated
basis. The plans set incentive targets for each officer ranging from 25% to
50% of base salary. The Company's annual incentive plan is entirely
discretionary, but awards generally are based on overall corporate financial
performance and achievement of non-financial and individual performance
objectives. The annual incentive plans of the operating subsidiaries are
designed to compensate the officers of each subsidiary primarily on a
formula basis. The formula for the gas utility bases 75% of the targeted
award on financial, customer service and safety factors. The formula for
the manufacturing company bases 67% of the targeted award on financial
factors. The balance of the targeted awards for each subsidiary company is
based upon non-financial and individual objectives. These factors include
product leadership, market leadership, asset management, personnel
management and development, customer service, safety, and achievement of
personal objectives.
Long-term incentive plan --- The Company's long-term incentive
compensation plan provides for annual awards of stock options under the
Company's 1987 Stock Option Plan. Both "standard" and "performance" non-
statutory stock options are granted under the plan. Standard options are
immediately vested and exercisable. Performance options vest and become
exercisable after three years, provided that a specified three-year total
return to shareholder objective is achieved. The targets for standard
option awards are established as percentages of salary, which are converted
into option awards based on the value of a share of the Common Stock on the
date of grant. Performance option awards equal approximately 50% of the
standard option awards. The plan, which was developed for the Company by a
nationally-recognized compensation consulting firm, targets each officer's
long-term incentive opportunity at the 75th percentile of competitive
practice for outstanding performance.
Compensation for 1994 --- During late 1993 and early 1994, the
Compensation Committee and management have been working with an outside
consultant to refine the approach to incentive compensation for the
Company's top officers. This approach, which is implemented for 1994, is
consistent with the overall compensation policies stated earlier. The
revised compensation approach provides for:
- Specific performance measures and standards for the annual incentive
plan for the Company and operating subsidiary officers. For Company
officers, this replaces a more discretionary approach used in prior
years. Holding company officers will have their incentives based
entirely on the Company's earning per share (EPS) performance
relative to pre-established standards. Operating subsidiary
presidents will have their incentives based upon a combination of the
operating company's income performance, other key subsidiary
objectives, and Company EPS performance (75% weight will be on the
operating company measures).
<PAGE>
<PAGE> 13
- A long-term incentive that will be split 50%/50% (based on value)
between stock options and a new performance share plan. Stock
options will be granted annually. Performance shares will be granted
bi-annually and will be earned-out based upon the Company's three-
year total shareholder return performance relative to the proxy peer
group for holding company officers and subsidiary presidents.
Selected subsidiary officers will also participate in this plan; for
these individuals shares will be earned-out based strictly upon a
specific three-year financial performance goal for the subsidiary
company.
Compensation of Officers
- ------------------------
The Compensation Committee sets base salaries of officers within the
established ranges. The Compensation Committee considers specified financial
measures tailored to the Company and each subsidiary, each officer's
contribution to achieving corporate goals, and such officer's achievement of
personal performance objectives. Examples of financial measures are net
income earned relative to budget, return on total assets, return on sales,
and rate of return earned versus allowed. Examples of personal performance
objectives are set out below in the discussion of the chief executive
officer's compensation.
Since the Company's principal subsidiaries operate in different
industries with different compensation practices, and since each officer's
duties differ, the Compensation Committee weighs the financial factors
differently for each officer. For example, the rate of return earned versus
that nominally allowed by state regulatory authorities having jurisdiction
over the gas utility subsidiary is applicable only to officers of the
utility company, whereas return on total assets and return on sales are
applicable primarily to officers of the manufacturing subsidiaries.
As stated above, a portion of each officer's annual incentive award, if
any, is formula-based. The Compensation Committee has generally based the
individual portion of incentive awards on achievement of the overall
corporate financial, subsidiary non-financial and individual performance
objectives. During the last three years, incentive awards to officers,
other than the chief executive officer, have ranged from zero to 110% of
target.
The range of standard stock option awards to all officers is prescribed
by the long-term incentive plan approved by the Compensation Committee. The
specific number of standard options awarded within the range is determined
by the Compensation Committee based on the number of options to be awarded
to all key employees of the Company and its subsidiaries, the number of
options previously granted and outstanding, overall corporate performance
and personal performance. As stated, generally the number of performance
options awarded equals 50% of the number of standard options awarded.
However, the Compensation Committee may exercise its discretion in
determining the precise grant to each officer.
Compensation of the Chief Executive Officer
- -------------------------------------------
For 1993, the Compensation Committee increased the base salary of
Stuart W. Tisdale, the Company's Chief Executive Officer, by $25,000, or
5.3% effective April 1, 1993. The increase was based on his overall
performance, as demonstrated by the increase in the Company's total return
to shareholders in 1992 compared to the peer group which is shown in the
graph in the Performance Presentation section below, and his position in the
salary range. The increase sets Mr. Tisdale's salary in the fourth quartile
of the range targeted by the Compensation Committee.
The Compensation Committee awarded Mr. Tisdale 26,100 standard options
in 1993. The total number of options awarded was at the targeted number
established in the long-term incentive compensation plan and reflects the
fact that the Compensation Committee began the practice of granting the
additional performance options in 1992. However, recognizing both Mr.
Tisdale's pending retirement in February 1994, and the fact that performance
options vest in 1996 if the financial objective for the period 1993 to 1995
is met, the Compensation Committee granted Mr. Tisdale only standard
options.
<PAGE>
<PAGE> 14
The incentive awarded to Mr. Tisdale for 1993 was $244,375, or 50% of
his salary as compared to a target of 50% of salary. This award reflects
Mr. Tisdale's significant contributions to the Company during 1993. The
Company's financial objectives were met with net earnings and earnings per
share increasing 29% and 24%, respectively. The total return to
shareholders was 22% for 1993 as compared to the total return of the
Standard & Poor's stock index and industry peer group index of 10% and 13%,
respectively. In addition, Mr. Tisdale accomplished his personal objectives
in the areas of executive succession planning, strategic planning and
acquisitions.
Compliance with New Tax Regulations
- -----------------------------------
The Company has considered the implications of the new Section 162(m)
tax rules regarding deductibility of annual executive compensation over $1
million. The cash compensation levels for Company officers fall well below
this level and, hence, no specific changes are proposed to the cash
compensation program. However, it is important to note that many of the
changes described above are consistent with the new tax rules regarding
performance-based compensation incentives.
The Compensation Committee does, however, intend to seek qualification
of the stock components of the program as "performance-based compensation"
plans pursuant to these tax rules. To that end, proposals are included in
this Proxy Statement establishing a per-person limitation for stock option
and restricted stock awards, and details of the new performance share plan
are disclosed and submitted for shareholder approval.
Wendell F. Bueche, Chairman
James L. Forbes
Daniel F. McKeithan, Jr.
Guy A. Osborn
Members of the Compensation Committee
PERFORMANCE PRESENTATION
The following graph compares the yearly percentage change in the
Company's cumulative total shareholder return (dividends declared plus share
appreciation) to the S&P 500 Stock Index and the Kidder, Peabody Gas
Distribution Utility Index, comprised of 35 U.S. natural gas distribution
utilities. The information presented assumes that all dividends were
reinvested.
[Performance graph will appear here.]
Comparison of Five-Year Cumulative Return
Among WICOR, Inc., S&P 500 Index
and Kidder, Peapody Gas Distribution Utility Index
<TABLE>
<CAPTION>
Measurement Period - FYE
Measurement Point - December 31, 1988
----------------------------------------------------
1988 1989 1990 1991 1992 1993
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
WICOR $ 100 $ 135 $ 114 $ 151 $ 180 $ 218
S & P 500 $ 100 $ 132 $ 128 $ 166 $ 179 $ 197
Kidder $ 100 $ 134 $ 130 $ 149 $ 175 $ 199
</TABLE>
<PAGE>
<PAGE> 15
ITEM NO. 2: APPROVAL OF THE
1994 LONG-TERM PERFORMANCE PLAN
General
- -------
The purpose of the WICOR, Inc. 1994 Long-Term Performance Plan (the
"1994 Plan") is to enhance the ability of the Company and its affiliates to
attract, retain and motivate key salaried employees upon whom, in large
measure, the sustained growth and profitability of the Company depend, and
to provide incentives to those key salaried employees that are more directly
linked to the profitability of the Company's businesses and increases in
shareholder value.
The Company currently has in effect the 1987 Stock Option Plan. The
Company also has a 1981 Stock Option Plan which expired on December 16,
1991, except as to outstanding options. As of March 1, 1994, approximately
643,900 shares of Common Stock were available for grant under the 1987 Stock
Option Plan. However, if the 1994 Plan is approved and adopted by the
shareholders at the Annual Meeting, no additional options will be granted
under the 1987 Stock Option Plan. To allow for various equity-based
compensation awards to be made by the Company, the 1994 Plan was adopted by
the Board on March 1, 1994, and is effective as of that date, subject to
approval by the shareholders at the Annual Meeting.
The following summary description of the 1994 Plan is qualified in its
entirety by reference to the full text of the 1994 Plan which is attached to
this Proxy Statement as Appendix 1.
Administration
- --------------
The 1994 Plan is administered by the Compensation Committee (the
"Committee") of the Board of Directors consisting of four non-employee
directors who are "disinterested persons" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934 (the "Exchange Act"). Subject to
the terms of the 1994 Plan, the Committee has authority to interpret the
1994 Plan, prescribe, amend and rescind rules and regulations relating to
the 1994 Plan, and make all other determinations necessary or advisable for
the administration of the 1994 Plan.
Participation
- -------------
The Committee will select participants in the 1994 Plan from among key
salaried employees of the Company and its affiliates. The Committee will
solicit and consider recommendations of the Chief Executive Officer in
determining those key salaried employees who will be eligible to participate
in the 1994 Plan. Approximately 90 employees are currently eligible to
participate in the 1994 Plan.
Stock Subject to the 1994 Plan
- ------------------------------
The 1994 Plan provides for the issuance of up to 820,000 shares of
Common Stock, subject to adjustment as described below. Awards may be
granted as options (either incentive stock options or non-qualified stock
options), stock appreciation rights or restricted stock. No participant can
be granted awards that could result in such participant exercising options
for, or stock appreciation rights with respect to, more than 125,000 shares
of Common Stock or receiving restricted stock awards for more than 25,000
shares of restricted stock under the 1994 Plan. If an option granted under
the 1994 Plan expires, is forfeited, is canceled or is terminated
unexercised as to any shares, such shares will again be available for
issuance under the 1994 Plan, provided that if a new award for additional
shares is granted to a participant in connection with such an expiration,
forfeiture, cancellation or termination, then the shares subject to the
expiration, forfeiture, cancellation or termination will reduce the number
of shares that can otherwise be issued under the 1994 Plan. Shares to be
issued under the 1994 Plan may be either authorized but unissued or treasury
shares.
In the event of any change in the outstanding shares of Common Stock by
reason of a stock dividend or split, recapitalization, merger,
consolidation, combination, spin-off, exchange of shares or other similar
corporate change, the number of shares subject to outstanding options and
their stated option prices, and the number of shares subject to the 1994
<PAGE> 16
Plan, will be adjusted equitably by the Committee. In such event, the
Committee will also adjust equitably the number of shares subject to
restricted stock grants and the number of outstanding stock appreciation
rights and related grant values.
Options
- -------
Options may be granted to participants at such times as determined by
the Committee. The Committee will also determine the number of options
granted and whether an option is to be an incentive stock option or non-
qualified stock option. Pursuant to the Internal Revenue Code of 1986, as
amended (the "Code"), the aggregate fair market value of Common Stock with
respect to which incentive stock options are exercisable for the first time
by a participant during any calendar year shall not exceed $100,000. The
option price per share of Common Stock will be fixed by the Committee, but
will not be less than the fair market value of the Common Stock on the date
of grant and cannot be subsequently changed except as noted above. No
option shall be granted, directly or indirectly, in connection with the
expiration, forfeiture, cancellation or termination of an option previously
granted under the 1994 Plan prior to its normal expiration date if such
expired, forfeited, cancelled or terminated option had an exercise price
higher than the exercise price of the option proposed to be granted. The
Committee will determine the expiration date of each option, but the
expiration date will not be later than the tenth anniversary of the grant
date. Options will be exercisable at such times and be subject to such
restrictions and conditions as the Committee deems necessary or advisable.
No options will be assignable or transferable by a participant, except by
will or the laws of descent and distribution and may be exercised during the
life of the participant only by the participant. The Committee may impose
other restrictions on transferability and exercisability of awards granted
under the 1994 Plan to ensure compliance with Rule 16b-3 under the Exchange
Act.
At the time of exercise, the option price must be paid in full. The
Committee will determine the form of payment, which may include either (i)
cash; (ii) tendering shares of stock having a fair market value at the time
of exercise equal to the option price; (iii) electing to have the Company
withhold from shares of stock otherwise issuable upon exercise that number
of shares of stock having a fair market value at the time of exercise equal
to the option price; (iv) a combination of (i), (ii) and (iii); or (v) such
other form of payment as the Committee determines. The Committee may permit
the practice known as "pyramiding" whereby shares of stock acquired upon
exercise of an option are simultaneously surrendered in exchange for all or
part of the remaining shares subject to the option.
Stock Appreciation Rights
- -------------------------
The Committee may also grant stock appreciation rights under the 1994
Plan, independently or in tandem with, a related option. Stock appreciation
rights give the participant the right to receive a payment (in cash, shares
of Common Stock, or a combination thereof as the Committee shall determine)
equal to the excess of the fair market value of a share of Common Stock at
the date of exercise over the option exercise price.
Stock appreciation rights will be exercisable at such times, and on
such conditions as the Committee shall determine. Stock appreciation rights
granted to officers must be exercised in compliance with Rule 16b-3 under
the Exchange Act, and the Committee may impose such conditions on exercise
as may be required to satisfy the requirements of Rule 16b-3.
When a stock appreciation right granted in tandem with a related option
is exercised, the number of shares issuable under the related option will be
reduced by the number of shares covered by the stock appreciation right, and
such shares cannot be granted again under the 1994 Plan. The exercise of an
option will result in an equivalent reduction in the number of shares
covered by the related stock appreciation right, except that if a stock
appreciation right is granted for less than all of the shares covered by the
related option, no such reduction will be made until such time as the number
of shares exercised under the option exceeds the number of shares not
covered by the stock appreciation right.<PAGE>
<PAGE> 17
Under generally accepted accounting principles, outstanding stock
appreciation rights (whether granted independently or in tandem with stock
options) require a charge against Company income equal to the increase in
the value of such stock appreciation rights. No comparable charge against
Company income is required for outstanding stock options.
Restricted Stock
- ----------------
The Committee may grant shares of restricted stock to participants in
such amounts and at such times as it will determine. Restricted stock
awards to Company officers and the Chairman and President of each Company
subsidiary will be based on attaining, over a period of at least three
years, a specified compounded annual total shareholder return (stock price
appreciation plus Company cash dividends paid and assumed to be reinvested
in Common Stock) compared to a specified group of gas distribution
utilities. Shares of restricted stock may not be transferred in any way,
other than by will or by the laws of descent and distribution, for the
period of restriction. The restrictions applicable to the participants will
be set by the Committee. After the period of restriction, the shares of
restricted stock become freely transferable.
The Committee may impose such restrictions on restricted stock as it
may deem appropriate. If any dividends or distributions are paid in shares
of capital stock, the shares will be subject to the same restrictions on
transferability as the shares on which the dividends or distributions are
paid.
Under generally accepted accounting principles, the compensation
expense for restricted stock will be recognized on a current basis by the
Company throughout the performance period.
Tax Withholding
- ---------------
Whenever shares of Common Stock are to be issued under the 1994 Plan,
the Company may withhold from any cash otherwise payable to the participant
or require the participant to remit to the Company an amount sufficient to
satisfy federal, state and local withholding taxes. Unless the Committee
determines otherwise, and subject to the requirements of Rule 16b-3 under
the Exchange Act, a participant may satisfy such withholding requirements by
tendering already owned shares of Common Stock or requiring the Company to
withhold shares of Common Stock from the exercised option stock.
Certain Federal Income Tax Consequences
- ---------------------------------------
Stock Options --- The grant of a stock option under the 1994 Plan will
create no income tax consequences to the employee or the Company. An
employee who is granted a non-qualified stock option will generally
recognize ordinary income at the time of exercise in an amount equal to the
excess of the fair market value of the Common Stock at such time over the
exercise price. The Company will be entitled to a deduction in the same
amount and at the same time as ordinary income is recognized by the
employee. A subsequent disposition of the Common Stock will give rise to
capital gain or loss to the extent the amount realized from the sale differs
from the tax basis, i.e., the fair market value of the Common Stock on the
date of exercise. This capital gain or loss will be a long-term capital
gain or loss if the Common Stock has been held for more than one year from
the date of exercise.
In general, an employee will recognize no income or gain at the time of
exercise of an incentive stock option (except that the alternative minimum
tax may apply). If the employee holds the shares of Common Stock acquired
pursuant to the exercise of an incentive stock option for at least two years
from the date of grant and one year form the date of exercise, any gain or
loss realized by the employee on disposition of the Common Stock will be
treated as a long-term capital gain or loss. No deduction will be allowed
to the Company. If these holding period requirements are not satisfied, the
employee will recognize ordinary income at the time of the disposition equal
to the lesser of (i) the gain realized on the disposition; or (ii) the
difference between the exercise price and the fair market value of the
shares of Common Stock on the date of exercise. The Company will be
entitled to a deduction in the same amount and at the same time as ordinary
income is recognized by the employee. The Committee may provide for a
<PAGE> 18
sharing between the Company and the participant of any tax benefits to the
Company arising from such disqualifying disposition. Any additional gain
realized by the employee over the fair market value at the time of exercise
will be treated as a capital gain. This capital gain will be a long-term
capital gain if the Common Stock has been held for more than one year from
the date of exercise.
Stock Appreciation Rights --- The grant of a stock appreciation right
will create no income tax consequences for the employee or the Company.
Upon exercise of a stock appreciation right, the employee will recognize
ordinary income equal to the amount of any cash and the fair market value of
any shares of Common Stock or other property received, except that if the
employee receives stock upon exercise of a stock appreciation right,
recognition of income may be deferred in accordance with the rules
applicable to such an award. The Company will be entitled to a deduction in
the same amount and at the same time as income is recognized by the
employee.
Restricted Stock --- An employee will not recognize income upon the
award of restricted stock under the 1994 Plan unless the election described
below is made. However, an individual who has not made such an election
will recognize ordinary income at the end of the applicable restriction
period in an amount equal to the fair market value of the restricted stock
at such time. The Company will be entitled to a corresponding deduction in
the same amount and at the same time as the participant recognizes income.
Any otherwise taxable disposition of the restricted stock after the end of
the applicable restriction period will result in capital gain or loss (long-
term or short-term depending on the length of time the restricted stock is
held after the end of the applicable restriction period). Dividends paid in
cash and received by a participant prior to the end of the applicable
restriction period will constitute ordinary income to the participant, and
the Company will be entitled to a corresponding deduction for such
dividends. Any dividends paid in stock will be treated as an award of
additional restricted stock subject to the tax treatment described above.
An employee may, within 30 days after the date of the award of
restricted stock, elect to recognize ordinary income as of the date of the
award in an amount equal to the fair market value of such restricted stock
on the date of the award. The Company will be entitled to a corresponding
deduction in the same amount and at the same time as the participant
recognizes income. If the election is made, any cash dividends received
with respect to the restricted stock will be treated as dividend income to
the participant in the year of payment and will not be deductible by the
Company. Any otherwise taxable disposition of the restricted stock (other
than by forfeiture) will result in capital gain or loss (long-term or short-
term depending on the holding period). If the participant who has made an
election subsequently forfeits the restricted stock, the participant will
not be entitled to deduct the amount previously included in income as a
loss. The Company would then be required to include as ordinary income the
amount of the deduction it originally claimed with respect to such shares.
Outstanding Awards
- ------------------
As of date hereof, 137,200 non-qualified stock options and 23,000
shares of restricted stock have been granted under the 1994 Plan to 81
participants, subject to approval of the 1994 Plan by the shareholders.
Duration of Plan
- ----------------
The 1994 Plan will remain in effect until all Common Stock subject to
it has been purchased or acquired, unless terminated earlier by the Board of
Directors. However, no option, stock appreciation right or restricted stock
may be granted after March 1, 2004.
Amendment, Modification and Termination
- ---------------------------------------
The Board of Directors may amend, modify or terminate the 1994 Plan at
any time, provided that no such action of the Board, without approval of the
shareholders, may (i) increase the maximum number of shares issuable under
the 1994 Plan or the maximum number of shares which can be awarded to any
participant; (ii) modify the performance criteria pursuant to which
restricted stock vests; (iii) materially modify the eligibility requirements
<PAGE> 19
for participation in the 1994 Plan; or (iv) materially increase the benefits
to participants under the 1994 Plan. Termination, amendment or modification
of the 1994 Plan will not adversely affect the right of participants under
options, stock appreciation rights or restricted stock previously granted,
without the consent of the participant.
Vote Required
- -------------
The affirmative vote of a majority of the votes cast on the proposal by
shareholders is required for approval of the 1994 Plan, provided that a
majority of the outstanding shares of the Company's Common Stock are voted
on the proposal. Assuming such proviso is met, any shares not voted
(whether by broker nonvote or otherwise, except abstention) have no impact
on the vote.
Shares as to which holders abstain from voting will be treated as votes
against the proposal. The shares represented by the proxies received will
be voted FOR approval of the adoption of the 1994 Plan, unless a vote
against such approval or to abstain from voting is specifically indicated on
the proxy.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE "FOR" APPROVAL OF THE
WICOR, INC. 1994 LONG-TERM PERFORMANCE PLAN
SHAREHOLDER PROPOSALS
Proposals which shareholders of the Company intend to present at the
1995 Annual Meeting of Shareholders must be received by the Company by the
close of business on November 10, 1994.<PAGE>
<PAGE> 20
OTHER MATTERS
Arthur Andersen & Co. was retained as the Company's independent
auditors for the year ended December 31, 1993 and, upon the recommendation
of the Audit Committee, the Board has reappointed Arthur Andersen & Co. as
independent public accountants for the Company for the year ending December
31, 1994. A representative of Arthur Andersen & Co. is expected to be
present at the Annual Meeting with the opportunity to make a statement if
such representative desires to do so, and it is expected that such
representative will be available to respond to appropriate questions.
The Company will file with the Securities and Exchange Commission on or
before March 31, 1994, an annual report on Form 10-K for the fiscal year
ended December 31, 1993. The Company will provide without charge a copy of
this Form 10-K (including financial statements and financial statement
schedules, but not including exhibits thereto) to each person who is a
record or beneficial holder of shares of Common Stock as of the record date
for the Annual Meeting and who submits a written request for it. A request
for a Form 10-K should be addressed to Robert A. Nuernberg, Secretary,
WICOR, Inc., P.O. Box 334, Milwaukee, Wisconsin 53201.
Management does not intend to present to the Annual Meeting any matters
other than the matters described in this Proxy Statement. Management knows
of no other matters to be brought before the Annual Meeting. However, if
any other matters are properly brought before the Annual Meeting, it is the
intention of the persons named in the enclosed form of proxy to vote thereon
in accordance with their best judgment.
The cost of soliciting proxies will be borne by the Company. The
Company expects to solicit proxies primarily by mail. Proxies may also be
solicited personally and by telephone by certain officers of the Company and
regular employees of its subsidiaries. The Company has also retained D.F.
King and Company, Inc. to solicit proxies. The estimated cost of such proxy
solicitation is $4,500, plus out-of-pocket expenses. The Company may
reimburse brokers and other nominees for their expenses in communicating
with the persons for whom they hold Common Stock.
By Order of the Board of Directors
Robert A. Nuernberg
Secretary
March 10, 1994<PAGE>
<PAGE> 21
APPENDIX 1
WICOR, INC.
1994 LONG-TERM PERFORMANCE PLAN
Section 1. Purpose
- -------------------
The purpose of the WICOR, Inc. 1994 Long-Term Performance Plan (the
"Plan") is to enhance the ability of WICOR, Inc. (together with any
successor thereto, the "Company") and its Affiliates (as defined below) to
attract, retain and motivate key salaried employees upon whom, in large
measure, the sustained growth and profitability of the Company depend and to
provide incentives to such key salaried employees which are more directly
linked to the profitability of the Company's businesses and increases in
shareholder value.
Section 2. Definitions
- -----------------------
As used in the Plan, the following terms shall have the respective
meanings set forth below:
(a) "Affiliate" shall mean any entity that, directly or through one or
more intermediaries, is controlled by, controls, or is under common control
with, the Company.
(b) "Award" shall mean any Option, Stock Appreciation Right or
Restricted Stock granted under the Plan.
(c) "Award Agreement" shall mean any written agreement, contract, or
other instrument or document evidencing any Award granted under the Plan.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(e) "Commission" shall mean the United States Securities and Exchange
Commission or any successor agency.
(f) "Committee" shall mean a committee of the Board of Directors of
the Company designated by such Board to administer the Plan and composed of
not less than two directors, each of whom is a "disinterested person" within
the meaning of Rule 16b-3.
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
(h) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair
market value of such property determined by such methods or procedures as
shall be established from time to time by the Committee.
(i) "Incentive Stock Option" shall mean an Option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code, or any successor provision thereto.
(j) "Key Salaried Employee" shall mean any officer or other key
salaried employee of the Company or of any Affiliate who is responsible for
or contributes to the management, growth or profitability of the business of
the Company or any Affiliate as determined by the Committee.
(k) "Non-Qualified Stock Option" shall mean an Option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock
Option.
(l) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.
(m) "Participant" shall mean a Key Salaried Employee designated to be
granted an Award under the Plan.<PAGE>
<PAGE> 23
(n) "Person" shall mean any individual, corporation, partnership,
association, limited liability company, joint-stock company, trust,
unincorporated organization, or government or political subdivision thereof.
(o) "Released Securities" shall mean Shares of Restricted Stock with
respect to which all applicable restrictions have expired, lapsed, or been
waived.
(p) "Restricted Securities" shall mean Awards of Restricted Stock or
other Awards under which issued and outstanding Shares are held subject to
certain restrictions.
(q) "Restricted Stock" shall mean any Shares granted under Section
6(c) of the Plan.
(r) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the
Commission under the Exchange Act, or any successor rule or regulation
thereto.
(s) "Shares" shall mean shares of common stock of the Company and such
other securities or property as may become subject to Awards pursuant to an
adjustment made under Section 4(b) of the Plan.
(t) "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.
(u) "Total Shareholder Return" shall mean the appreciation of the
price of a share of common stock of the Company, plus the value of dividends
paid thereon assuming reinvestment in common stock of the Company.
Section 3. Administration
- --------------------------
The Plan shall be administered by the Committee; provided, however,
that if at any time the Committee shall not be in existence, the functions
of the Committee as specified in the Plan shall be exercised by those
members of the Board of Directors of the Company who qualify as
"disinterested persons" under Rule 16b-3. Subject to the terms of the Plan
and applicable law, the Committee shall have full power and authority to:
(i) designate Participants; (ii) determine the type or types of Awards to be
granted to each Participant under the Plan; (iii) determine the number of
Shares to be covered by (or with respect to which payments, rights, or other
matters are to be calculated in connection with) Awards granted to
Participants; (iv) determine the terms and conditions of any Award granted
to a Participant; (v) determine whether, to what extent, and under what
circumstances Awards granted to Participants may be settled or exercised in
cash, Shares, other securities, other Awards, or other property, or
canceled, forfeited, or suspended to the extent permitted in Section 7 of
the Plan, and the method or methods by which Awards may be settled,
exercised, canceled, forfeited, or suspended; (vi) determine whether, to
what extent, and under what circumstances cash, Shares, other securities,
other Awards, other property, and other amounts payable with respect to an
Award granted to Participants under the Plan shall be deferred either
automatically or at the election of the holder thereof or of the Committee;
(vii) interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan (including, without limitation,
any Award Agreement); (viii) establish, amend, suspend, or waive such rules
and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (ix) make any other determination and
take any other action that the Committee deems necessary or desirable for
the administration of the Plan. Unless otherwise expressly provided in the
Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time, and shall be final,
conclusive, and binding upon all Persons, including the Company, any
Affiliate, any Participant, any holder or beneficiary of any Award, any
shareholder, and any employee of the Company or of any Affiliate.
The Committee shall solicit and consider the recommendations of the
Chief Executive Officer of the Company with regard to, among other things,
the designation of Participants, the type of Awards to be granted under the
Plan to such Participants and the number of Shares to be subject thereto,
and the other terms and conditions of Awards granted to Participants,
subject to the limitations of Rule 16b-3.<PAGE>
<PAGE> 24
Section 4. Shares Available for Award
- --------------------------------------
(a) Shares Available --- Subject to adjustment as provided in Section
4(b):
(i) Number of Shares Available --- The total number of Shares with
respect to which Awards may be granted under the Plan shall be 820,000. If,
after the effective date of the Plan, any Shares covered by an Award granted
under the Plan, or to which any Award relates, are forfeited or if an Award
otherwise terminates, expires or is canceled prior to the delivery of all of
the Shares or of other consideration issuable or payable pursuant to such
Award and if such forfeiture, termination, expiration or cancellation occurs
prior to the payment of dividends or the exercise by the holder of other
indicia of ownership of the Shares to which the Award relates, then the
number of Shares counted against the number of Shares available under the
Plan in connection with the grant of such Award, to the extent of any such
forfeiture, termination, expiration or cancellation, shall again be
available for granting of additional Awards under the Plan; provided,
however, that if an Award covering additional Shares is granted to a
Participant in connection with such forfeiture, termination, expiration or
cancellation, then the Shares subject to the forfeiture, termination,
expiration or cancellation shall be counted against the total number of
Shares with respect to which Awards may be granted under the Plan and the
maximum number of Shares that may be the subject of Awards granted to
individual Participants under the Plan in an amount equal to the number of
Shares to which such additional grant relates.
(ii) Limitation on Awards to Individual Participants --- No
Participant shall be granted Awards that could result in such Participant
exercising Options for, or Stock Appreciation Rights with respect to, more
than 125,000 Shares or receiving more than 25,000 Shares of Restricted Stock
under the Plan.
(iii) Accounting for Awards --- The number of Shares covered by an
Award under the Plan, or to which such Award relates, shall be counted on
the date of grant of such Award against the number of Shares available for
granting Awards under the Plan; provided, however, that if Options and Stock
Appreciation Rights are granted in tandem and the exercise of either an
Option or Stock Appreciation Right results in an offsetting reduction in the
number of Options or Stock Appreciation Rights subject to the Award, then
the number of Shares to which such Award relates shall only be counted
against the number of Shares available for granting Awards under the Plan to
the extent of the aggregate number of Shares as to which such Award may be
exercised.
(iv) Sources of Shares Deliverable Under Awards --- Any Shares
delivered pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares or of treasury Shares.
(b) Adjustments --- In the event that the Company shall pay a dividend
on its common stock in Shares, effect a stock split, or effect a similar
corporate transaction or event that affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the number of Shares
subject to the Plan and which thereafter may be made the subject of Awards
and the number of Shares subject to outstanding Awards under the Plan, and
the exercise and grant prices thereof, shall be equitably adjusted by the
Committee/such that the number of Shares, as adjusted, shall bear the same
relation to the total number of outstanding shares of common stock of the
Company following the transaction or event as immediately prior to such
transaction or event; provided, however, in each case, that with respect to
Awards of Incentive Stock Options no such adjustment shall be authorized to
the extent that such authority would cause the Plan to violate Section
422(b)(1) of the Code or any successor provision thereto; and provided
further, however, that the number of Shares subject to any Award payable or
denominated in Shares shall always be a whole number.
Section 5. Eligibility
- -----------------------
Any Key Salaried Employee, including any executive officer or employee
who is also a director of the Company or of any Affiliate, who is not a
member of the Committee shall be eligible to be designated a Participant.
<PAGE> 25
Section 6. Awards
- ------------------
(a) Options --- The Committee is hereby authorized to grant Options to
Participants with the terms and conditions as set forth below and with such
additional terms and conditions, in either case not inconsistent with the
provisions of the Plan, as the Committee shall determine; provided, however,
that no Option shall be granted, directly or indirectly, in connection with
the forfeiture, termination, cancellation or expiration of an Option
previously granted under the Plan prior to its normal expiration date if
such forfeited, terminated, canceled or expired Option has an exercise price
higher than the Option proposed to be granted.
(i) Exercise Price --- The exercise price per Share under an Option
shall be determined by the Committee; provided, however, that such exercise
price shall not be less than 100% of the Fair Market Value of a Share on the
date of grant of such Option; and provided further, that such exercise price
shall not be adjusted following the date of grant of such Option except as
provided in Section 4(b) hereof.
(ii) Option Term --- The term of each Option shall be fixed by the
Committee; provided, however, that in no event shall the term of any Option
exceed a period of ten years from the date of its grant.
(iii) Exercisability and Method of Exercise --- An Option shall
become exercisable in such manner and within such period or periods and in
such installments or otherwise as shall be determined by the Committee. The
Committee also shall determine the method or methods by which, and the form
or forms, including, without limitation, cash, Shares, other securities,
other Awards, or other property, or any combination thereof, having a Fair
Market Value on the exercise date equal to the relevant exercise price, in
which payment of the exercise price with respect to any Option may be made
or deemed to have been made.
(iv) Incentive Stock Options --- The terms of any Incentive Stock
Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code, or any successor provision thereto,
and any regulations promulgated thereunder.
(b) Stock Appreciation Rights --- The Committee is hereby authorized
to grant Stock Appreciation Rights to Participants. Subject to the terms of
the Plan and any applicable Award Agreement, a Stock Appreciation Right
granted under the Plan shall confer on the holder thereof a right to
receive, upon exercise thereof, the excess of (i) the Fair Market Value of
one Share on the date of exercise over (ii) the grant price of the right as
specified by the Committee, which shall not be less than the Fair Market
Value of one Share on the date of grant of the Stock Appreciation Right.
Subject to the terms of the Plan, the grant price, term, methods of
exercise, methods of settlement (including whether the Participant will be
paid in cash or Shares, or a combination thereof), and any other terms and
conditions of any Stock Appreciation Right shall be as determined by the
Committee; provided, however, that the grant price of a Stock Appreciation
Right may not be adjusted following the date of grant of such Stock
Appreciation Right except as provided in Section 4(b) hereof. The Committee
may impose such conditions or restrictions on the exercise of any Stock
Appreciation Right as it may deem appropriate, including, without
limitation, restricting the time of exercise of the Stock Appreciation Right
to specified periods as may be necessary to satisfy the requirements of Rule
16b-3.
(c) Restricted Stock Awards ---
(i) Issuance --- The Committee is hereby authorized to grant Awards
of Restricted Stock to Participants.
(ii) Restrictions --- Shares of Restricted Stock granted to
Participants shall be subject to such restrictions as the Committee may
impose, which restrictions may lapse separately or in combination at such
time or times, in such installments or otherwise, as the Committee may deem
appropriate.<PAGE>
<PAGE> 26
(iii) Performance Criteria --- The restrictions applicable to
Company executives and the Chairman and President of each subsidiary of the
Company shall be based on the criteria of attaining over a period of at
least three years a compounded annual percentage rate of Total Shareholder
Return compared to a specified group of gas distribution utilities. The
restrictions applicable to other executives of the subsidiaries shall be as
determined by the Committee.
(iv) Registration --- Any Restricted Stock granted under the Plan
to a Participant may be evidenced in such manner as the Committee may deem
appropriate. In the event any stock certificate is issued in respect of
Shares of Restricted Stock granted under the Plan to a Participant, such
certificate shall be registered in the name of the Participant and shall
bear an appropriate legend (as determined by the Committee) referring to the
terms, conditions, and restrictions applicable to such Restricted Stock.
(v) Payment of Restricted Stock --- At the end of the applicable
restriction period relating to Restricted Stock granted to a Participant,
one or more stock certificates for the appropriate number of Shares, free of
restrictions, shall be delivered to the Participant, or, if the Participant
received stock certificates representing the Restricted Stock at the time of
grant, the legends placed on such certificates shall be removed.
(vi) Forfeiture --- Except as otherwise determined by the
Committee, upon termination of employment of a Participant (as determined
under criteria established by the Committee) for any reason during the
applicable restriction period, all Shares of Restricted Stock still subject
to restriction shall be forfeited by the Participant and reacquired by the
Company.
(d) General ---
(i) No Consideration for Awards --- Awards shall be granted to
Participants for no cash consideration unless otherwise determined by the
Committee.
(ii) Award Agreements --- Each Award granted under the Plan shall
be evidenced by an Award Agreement in such form (consistent with the terms
of the Plan) as shall have been approved by the Committee.
(iii) Awards May Be Granted Separately or Together --- Awards to
Participants under the Plan may be granted either alone or in addition to,
in tandem with, or in substitution for any other Award or any award granted
under any other plan of the Company or any Affiliate. Awards granted in
addition to or in tandem with other Awards, or in addition to or in tandem
with awards granted under any other plan of the Company or any Affiliate,
may be granted either at the same time as or at a different time from the
grant of such other Awards or awards.
(iv) Limits on Transfer of Awards --- No Award (other than Released
Securities), and no right under any such Award, shall be assignable,
alienable, saleable, or transferable by a Participant otherwise than by will
or by the laws of descent and distribution (or, in the case of an Award of
Restricted Securities, to the Company); provided, however, that a
Participant at the discretion of the Committee may be entitled, in the
manner established by the Committee, to designate a beneficiary or
beneficiaries to exercise his or her rights, and to receive any property
distributable, with respect to any Award upon the death of the Participant.
Each Award, and each right under any Award, shall be exercisable, during the
lifetime of the Participant, only by such individual or, if permissible
under applicable law, by such individual's guardian or legal representative.
No Award (other than Released Securities), and no right under any such
Award, may be pledged, alienated, attached, or otherwise encumbered, and any
purported pledge, alienation, attachment, or encumbrance thereof shall be
void and unenforceable against the Company or any Affiliate.
(v) Term of Awards --- Except as otherwise provided in the Plan,
the term of each Award shall be for such period as may be determined by the
Committee.<PAGE>
<PAGE> 27
(vi) Rule 16b-3 Six-Month Limitations --- To the extent required in
order to comply with Rule 16b-3 only, any equity security offered pursuant
to the Plan may not be sold for at least six months after acquisition,
except in the case of death or disability, and any derivative security
issued pursuant to the Plan shall not be exercisable for at least six
months, except in case of death or disability of the holder thereof. Terms
used in the preceding sentence shall, for the purposes of such sentence
only, have the meanings, if any, assigned or attributed to them under Rule
16b-3.
(vii) Share Certificates; Representation by Participants --- In
addition to the restrictions imposed pursuant to Section 6(c) hereof, all
certificates for Shares delivered under the Plan pursuant to any Award or
the exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other requirements of the Commission, any stock
exchange or other market upon which such Shares are then listed or traded,
and any applicable federal or state securities laws, and the Committee may
cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions. The Committee may require each
Participant or other Person who acquires Shares under the Plan by means of
an Award originally made to a Participant to represent to the Company in
writing that such Participant or other Person is acquiring the Shares
without a view to the distribution thereof.
Section 7. Amendment and Termination; Waiver of Conditions
- -----------------------------------------------------------
(a) Amendments to the Plan --- The Board of Directors of the Company
may amend, alter, suspend, discontinue, or terminate the Plan at any time;
provided, however, that no amendment, alteration, suspension,
discontinuation or termination of the Plan shall in any manner (except as
otherwise provided in this Section 7) adversely affect any Award granted and
then outstanding under the Plan without the consent of the Participant;
provided further that, notwithstanding any other provision of the Plan or
any Award Agreement, without the approval of the shareholders of the
Company, no amendment, alteration, suspension, discontinuation, or
termination of the Plan shall be made that would:
(i) increase the total number of Shares available for Awards under
the Plan or the maximum number of Shares with respect to which Awards may be
made to individual Participants, except as provided in Section 4(b) hereof;
(ii) modify the performance criteria pursuant to which Restricted
Stock vests;
(iii) materially increase the benefits accruing to Participants
under the Plan; or
(iv) materially modify the requirements as to eligibility for
participation in the Plan.
(b) Adjustments of Awards Upon Certain Acquisitions --- In the event
the Company or any Affiliate shall assume outstanding employee awards or the
right or obligation to make future such awards in connection with the
acquisition of another business or another corporation or business entity,
the Committee may make such adjustments, not inconsistent with the terms of
the Plan, in the terms of Awards granted to Participants as it shall deem
appropriate in order to achieve reasonable comparability or other equitable
relationship between the assumed awards and the Awards granted under the
Plan to Participants as so adjusted.
(c) Correction of Defects, Omissions, and Inconsistencies --- The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in any Award or Award Agreement in the manner and to the
extent it shall deem necessary or desirable to carry the Plan into effect.
Section 8. General Provisions
- ------------------------------
(a) No Rights to Awards --- No Key Salaried Employee, Participant or
other Person shall have any claim to be granted any Award under the Plan,
and there is no obligation for uniformity of treatment of Key Salaried
Employees, Participants, or holders or beneficiaries of Awards under the
<PAGE> 28
Plan. The terms and conditions of Awards need not be the same with respect
to each Participant.
(b) Withholding --- No later than the date as of which an amount first
becomes includible in the gross income of a Participant for federal income
tax purposes with respect to any Award under the Plan, the Participant shall
pay to the Company, or make arrangements satisfactory to the Company
regarding the payment of, any federal, state, local or foreign taxes of any
kind required by law to be withheld with respect to such amount. Unless
otherwise determined by the Committee, withholding obligations arising with
respect to Awards to Participants under the Plan may be settled with Shares
(other than Restricted Securities), including Shares that are part of, or
are received upon exercise of, the Award that gives rise to the withholding
requirement. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements, and the Company and any
Affiliate shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment otherwise due to the Participant. The
Committee may establish such procedures as it deems appropriate for the
settling of withholding obligations with Shares, including, without
limitation, the establishment of such procedures as may be necessary to
satisfy the requirements of Rule 16b-3.
(c) No Limit on Other Compensation Arrangements --- Nothing contained
in the Plan shall prevent the Company or any Affiliate from adopting or
continuing in effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only in
specific cases.
(d) Rights and Status of Recipients of Awards --- The grant of an
Award shall not be construed as giving a Participant the right to be
retained in the employ of the Company or any Affiliate. Further, the
Company or any Affiliate may at any time dismiss a Participant from
employment, free from any liability, or any claim under the Plan. Except
for rights accorded under the Plan and under any applicable Award Agreement,
Participants shall have no rights as holders of Shares as a result of the
granting of Awards hereunder.
(e) Unfunded Status of the Plan --- Unless otherwise determined by the
Committee, the Plan shall be unfunded and shall not create (or be construed
to create) a trust or a separate fund or funds. The Plan shall not
establish any fiduciary relationship between the Company and any Participant
or other Person. To the extent any Person holds any right by virtue of a
grant under the Plan, such right (unless otherwise determined by the
Committee) shall be no greater than the right of an unsecured general
creditor of the Company.
(f) Governing Law --- The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be determined
in accordance with the internal laws of the State of Wisconsin and
applicable federal law.
(g) Severability --- If any provision of the Plan or any Award
Agreement or any Award is or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction, or as to any Person or Award, or would
disqualify the Plan, any Award Agreement or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan, any Award Agreement or the Award, such
provision shall be stricken as to such jurisdiction, Person, or Award, and
the remainder of the Plan, any such Award Agreement and any such Award shall
remain in full force and effect.
(h) No Fractional Shares --- No fractional Shares or other securities
shall be issued or delivered pursuant to the Plan, any Award Agreement or
any Award, and the Committee shall determine (except as otherwise provided
in the Plan) whether cash, other securities, or other property shall be paid
or transferred in lieu of any fractional Shares or other securities, or
whether such fractional Shares or other securities or any rights thereto
shall be canceled, terminated, or otherwise eliminated.<PAGE>
<PAGE> 29
(i) Headings --- Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
Section 9. Effective Date of the Plan
- --------------------------------------
The Plan shall be effective as of March 1, 1994, subject, however, to
the approval of the Plan by the shareholders of the Company at the next
annual meeting of shareholders, or any adjournment thereof, within twelve
months following the date of adoption of the Plan by the Board of Directors
of the Company.
Section 10. Term of the Plan
- -----------------------------
No Award shall be granted under the Plan after March 1, 2004. However,
unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award theretofore granted may extend beyond such date, and,
to the extent set forth in the Plan, the authority of the Committee to
amend, alter, adjust, suspend, discontinue, or terminate any such Award, or
to waive any conditions or restrictions with respect to any such Award, and
the authority of the Board of Directors of the Company to amend the Plan,
shall extend beyond such date.<PAGE>
<PAGE> 30
[X] Please mark your
votes as this
WICOR
VOTING AUTHORIZATION
- ----------------------------------------------------------------------------
The Board of Directors recommends a vote FOR all nominees in Item 1 and
FOR Item 2.
- ----------------------------------------------------------------------------
1. Election of the following nominees 2. To approve and adopt the
as WICOR,directors for three-year terms: Inc. 1994 Long-Term
Performance Plan
Willie D. Davis, James L. Forbes,
Guy A. Osborn, and William B. Winter
FOR all nominees WITHHOLD
(except as marked AUTHORITY
to the contrary) to vote for all nominees FOR AGAINST ABSTAIN
/ / / / / / / / / /
(Instruction: To withhold authority to vote for
any nominee write the name below)
-----------------------------------------------
. . . . . . . . . . . . . . . . . . . . . . . . Please check this box if
. . you plan to attend the
. . annual meeting
. . / /
. .
. . This Voting Authoriza-
. . tion is Solicited by the
. . Board of Directors
. . . . . . . . . . . . . . . . . . . . . . . .
Signature(s) _________________________________ Date __________________
NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
March 10, 1994
Dear WICOR Shareholder:
Enclosed is a notice of WICOR's annual shareholders meeting, coming up April
28, 1994, in Milwaukee. Also enclosed is a proxy statement and voting
authorization card. You have already
received a copy of the 1993 WICOR annual report.
It's important that you fill out and return the authorization card as soon
as possible. It entitles you, as an owner of WICOR common stock through our
company's savings plan, to vote your interest at the annual meeting.
Filing out the card directs Citibank, N.A., as Trustee of your shares held
in the savings plan as of February 22,1994, to vote them on your behalf.
You must return your marked and signed card in order to have the Trustee
vote your shares.
The WICOR Board of Directors urges you to exercise this right to vote. To
make sure your vote counts, and to prevent the expense of WICOR sending
further reminder notices, please mark and sign your voting authorization
card now and return it to Citibank in the enclosed envelope.
Thank you.
Sincerely,
Robert A. Nuernberg
Secretary
YOUR VOTE IS IMPORTANT. TO ASSURE YOUR REPRESENTATION AT THE WICOR
SHAREHOLDERS ANNUAL MEETING, MARK YOUR VOTES ON THE ENCLOSED VOTING
AUTHORIZATION CARD, DATE IT, SIGN IT EXACTLY AS YOUR NAME APPEARS AND RETURN
IT TODAY IN THE ENCLOSED ENVELOPE.<PAGE>
<PAGE> 31
WICOR
VOTING AUTHORIZATION
The undersigned acknowledges receipt of the WICOR, Inc. Annual Report for
1993 and the proxy solicitation material relative to the Annual Meeting of
Shareholders of WICOR, Inc. to be held April 28, 1994. As to my interest in
the Common Stock of WICOR, Inc. held by Citibank, N.A., the Trustee under
the Wisconsin Gas Company Non-Union Employees' Savings Plan, Wisconsin Gas
Company Local 6-18 Savings Plan and Wisconsin Gas Company Local No. 1
Savings Plan, I hereby instruct the Trustee to vote as indicated on the
reverse side.
The shares represented by this authorization will be voted as directed by
the undersigned. If no direction is given when the duly executed
authorization is returned, the Trustee cannot vote such shares.
THIS VOTING AUTHORIZATION IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT
THE ANNUAL MEETING OF SHAREHOLDERS OF WICOR, INC., APRIL 28, 1994.
(continued on the reverse side)
<PAGE>
<PAGE> 32
/X/ Please mark your
votes as this
WICOR
PROXY
______________
Account Number
- ----------------------------------------------------------------------------
The Board of Directors recommends a vote FOR all nominees in Item 1 and FOR
Item 2.
- ----------------------------------------------------------------------------
1. Election of the following nominees 2. To approve and adopt the WICOR,
directors for three-year terms: Inc. 1994 Long-Term Performance
Willie D. Davis, James L. Forbes, Plan
Guy A. Osborn, and William B. Winter
FOR all nominees WITHHOLD
(except as marked AUTHORITY
to the contrary) to vote for all nominees FOR AGAINST ABSTAIN
/ / / / / / / / / /
(Instruction: To withhold authority to vote for
any nominee write the name below)
-----------------------------------------------
. . . . . . . . . . . . . . . . . . . Please check this box if you plan
. . to attend the annual meeting
. . [ ]
. .
. . This Proxy is Solicited by the
. . Board of Directors
. . . . . . . . . . . . . . . . . . .
Signature(s) ____________________________________ Date __________________
NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - -
FOLD AND DETACH HERE
March 10, 1994
Dear WICOR Shareholder:
We're pleased to send you the enclosed 1993 annual report and proxy
materials. I hope you'll find the annual report interesting and
informative, and that you'll exercise your right to vote at the annual
meeting by returning your proxy card promptly.
I'd also like to invite you to attend WICOR's Annual Meeting of Shareholders
on Thursday, April 28, 1994. This year's meeting will be held a the Italian
Community Center, 631 East Chicago Street, Milwaukee, Wisconsin, beginning
at 2:00 p.m. (Central Time). A map with directions to the center is on the
reverse side of this letter. Free parking is available in a lot on the
south side of the building.
At the meeting, we will elect directors and consider a proposal to adopt a
long-term performance plan for key employees. As an investor in WICOR, you
have a right and a responsibility to vote on issues affecting your company.
Regardless of whether you plan to attend the annual meeting, please mark the
appropriate boxes on the proxy form, and then date, sign and promptly return
the form in the enclosed, postage-paid envelope. If you sign and return
the proxy form without specifying your choices, your shares will be voted
according to the recommendations of your board of directors.
If you plan to attend the annual meeting, please check the appropriate box
on the proxy card. We welcome your comments and suggestions, and we will
provide time during the meeting for questions from shareholders. I hope to
see you on April 28.
Sincerely,
George E. Wardeberg
President and Chief Executive Officer<PAGE>
<PAGE> 33
WICOR
COMMON SHAREHOLDER PROXY
The undersigned hereby appoints George E. Wardeberg and Joseph P. Wenzler,
and each of them, as proxy with the power of substitution (to act by a
majority present or if only one acts then by that one) to vote for the
undersigned as indicated on the reverse side and in their discretion on such
other matters as may properly be considered at the Annual Meeting of
Shareholders of WICOR, Inc. to be held Thursday, April 28, 1994, at 2:00
P.M., at the Italian Community Center, 631 E. Chicago Street, Milwaukee,
Wisconsin, and at any adjournments thereof.
The shares represented by this proxy will be voted as directed by the
shareholder. If no direction is given when the duly executed proxy is
returned, such shares will be voted "FOR" all nominees in Item 1 and "FOR"
Item 2 described on the reverse side.
Please mark, date and sign on the reverse side exactly as name appears and
return in the enclosed postage-paid envelope. If shares are held jointly,
each shareholder named should sign. If signing as attorney, administrator,
executor, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by duly authorized officer.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL
MEETING OF SHAREHOLDERS OF WICOR, INC., APRIL 28, 1994.
(continued on the reverse side)
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Map of downtown Milwaukee, Wisconsin, showing
location of annual meeting
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