<PAGE>
<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
WICOR, Inc.
-----------------------------------------------
(Name of Registrant as Specified in its Charter)
- -----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:<PAGE>
<PAGE> 2
WICOR
626 East Wisconsin Avenue
P.O. Box 334
Milwaukee, WI 53201
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 27, 1995
To the Shareholders of
WICOR, Inc.:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of
WICOR, Inc. will be held Thursday, April 27, 1995, 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 1998 Annual
Meeting of Shareholders and until their successors are duly
elected and qualified.
2. 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 Friday, February 17, 1995, 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, 1995
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> 3
WICOR
626 East Wisconsin Avenue
P.O. Box 334
Milwaukee, Wisconsin 53201
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 27, 1995
This Proxy Statement is being furnished to shareholders by the Board of
Directors of WICOR, Inc. (the "Company") beginning on or about March 10,
1995, 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 27, 1995, 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 17, 1995, are entitled
to vote at the Annual Meeting and at any adjournment thereof. On that date,
the Company had outstanding and entitled to vote 16,933,944 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 Manufacturing Co. ("SHURflo").
ITEM NO. 1: ELECTION OF DIRECTORS
The Board consists of 10 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 1998 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.
However, abstentions and broker non-votes are counted in determining whether
a quorum is present at the meeting.
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 six 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.
<PAGE>
<PAGE> 4
A photograph of each director and director continuing in office
appears adjacent to the nominee's/director's name and personal information.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
For Three-Year Terms Expiring April, 1998
WENDELL F. BUECHE Mr. Bueche, 64, is the Chairman, Chief
Compensation (Chairman) Executive Officer and a director of
and Retirement Plans IMC Global, 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. Mr. Bueche is a
director of Marshall & Ilsley
Corporation and M&I Marshall & Ilsley
Bank.
DANIEL F. McKEITHAN, JR. Mr. McKeithan, 59, is President, Chief
Compensation and Retirement Executive Officer and a director of
Plans Investment Committees Tamarack Petroleum Company, 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, 59, is President and
Nominating Committee Chief Executive Officer of the
Director since 1992 Company and Chairman of Wisconsin Gas,
Sta-Rite and SHURflo. He has held
these positions since 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, 46, 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 care
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.
<PAGE>
<PAGE> 5
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Terms Expiring April, 1996
JERE D. McGAFFEY Mr. McGaffey, 59, is a partner in the
Nominating (Chairman) and law firm of Foley & Lardner. (1) He
Retirement Plans Investment has been in practice with that firm
Committees since 1961 and has been a partner
Director since 1980 since 1968. Mr. McGaffey is a
director of Smith Investment Company.
THOMAS F. SCHRADER Mr. Schrader, 45, 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, 66, served as Chairman
Audit and Nominating and Chief Executive Officer of the
Committees Company from 1986 until his retirement
Director since 1980 in February 1994. He is a director of
Marshall & Ilsley Corporation, M&I
Marshall & Ilsley Bank, Modine
Manufacturing Co. and Twin Disc Inc.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Terms Expiring April, 1997
WILLIE D. DAVIS Mr. Davis, 60, 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., Rally's Hamburgers, Inc., Sara
Lee Corporation and Strong Cornelius
Capital Management, Inc.
GUY A. OSBORN Mr. Osborn, 59, 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., and is a Trustee of
Northwestern Mutual Life Insurance
Company.
<PAGE>
<PAGE> 6
WILLIAM B. WINTER Mr. Winter, 66, is Retired Chairman,
Nominating and Retirement Chief Executive Officer and Director
Plans Investment of Bucyrus-Erie Company, a
(Chairman) Committees manufacturer of mining machinery, and
Director since 1980 its parent corporation B-E Holdings
Inc. (2). He joined Bucyrus-Erie in
1953 and was Chairman and Chief
Executive Officer from 1988 until his
retirement in 1994.
(1) Foley & Lardner was retained in 1994 by the Company and its
subsidiaries to provide legal services and has been similarly retained
in 1995.
(2) 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. On December 1, 1994, the Bankruptcy Court
approved the plan of reorganization. The companies were released from
bankruptcy on December 14, 1994.
THE BOARD OF DIRECTORS
General
- -------
The Board held eight meetings in 1994. 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 1994. 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 1994. 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 Share-
holders and recommending the person to fill any unexpired term on the Board
which may occur. The committee will consider nominees recommended by share-
holders, but has no established procedures which must be followed to make
recommendations.
The Compensation Committee held three meetings in 1994. 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, the 1994 Long-Term Performance Plan and the
other incentive compensation plans of the Company and its subsidiaries.
Compensation of Directors
- -------------------------
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.<PAGE>
<PAGE> 7
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 22, 1994, Messrs.
Bueche, Davis, McGaffey, McKeithan, Osborn, Tisdale and Winter and Ms.
Whitelaw each received an option to purchase 2,000 shares of Common Stock at
a per-share exercise price of $30.4375. 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 28,
1995, 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
$28.75.
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.
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, 1995, 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>
Amount and Nature
Title of Name of of Beneficial Percent of
Class Beneficial Owner Ownership (1)(2)(3) Class (4)
- ------------ -------------------- --------------------- ----------
<S> <C> <C> <C>
Common Stock Wendell F. Bueche 8,359 -
Willie D. Davis 6,500 -
James C. Donnelly 56,956 -
Jere D. McGaffey 8,908 -
Daniel F. McKeithan,Jr. 7,000 -
Robert A. Nuernberg 44,213 -
Guy A. Osborn 8,000 -
Thomas F. Schrader 108,232 -
Stuart W. Tisdale 135,506 (5) -
George E. Wardeberg 40,917 -
Joseph P. Wenzler 116,175 (6) -
Essie M. Whitelaw 6,000 -
William B. Winter 8,553 -
All directors and 553,319 3.3%
executive officers as
a group (13 persons)
/TABLE
<PAGE>
<PAGE> 8
(1) Each beneficial owner exercises sole voting and investment power with
respect to the shares shown as owned beneficially, except as noted in
footnotes (3), (5) and (6).
(2) Includes the following numbers of shares covered under options
exercisable as of or within 60 days of February 28, 1995: Mr.
Donnelly, 51,483; Mr. Nuernberg, 34,766; Mr. Schrader, 79,133; Mr.
Wardeberg, 7,000; Mr. Wenzler, 74,100; Mr. Tisdale, 4,000; Messrs
Bueche, Davis, McGaffey, McKeithan, Osborn and Winter and Ms. Whitelaw,
6,000 each; and all directors and executive officers as a group,
265,400.
(3) Includes the following numbers of shares of restricted stock over which
the holders have sole voting but no investment power: Mr. Donnelly,
4,000; Mr. Nuernberg, 800; Mr. Schrader, 4,000; Mr. Wardeberg, 6,000;
and Mr. Wenzler, 3,000; and all directors and executive officers as a
group, 17,800. The restricted stock vests in 1997 if the Company's
total return to shareholders for the three-year period 1994-96 exceeds
a pre-established goal.
(4) Where no percentage figure is set out in this column, the person owns
less than 1% of the outstanding shares.
(5) Includes 4,852 shares owned by Mr. Tisdale's spouse.
(6) 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 persons who served as Company's chief
executive officer during 1994 and each of the Company's four other most
highly compensated executive officers whose total cash compensation exceeded
$100,000 in 1994.
<PAGE>
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
--------------------------------------- -------------------------
Securities
Other Annual Restricted Underlying All Other
Name and Principal Compensation Stock Options/ Compensation
Position Year Salary($) Bonus($) ($)(1) Awards($)(2) SARs(#) ($) (3)
- -------------------------------- ---- ---------- ----------- ------------ ------------ ---------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Stuart W. Tisdale, Chairman 1994 $106,681(5) $ 33,538 $ 25,170 $ 0 $ 2,302
and Chief Executive Officer of 1993 488,750 244,375 26,100 19,533
the Company and Chairman of 1992 470,000 145,000 25,000 14,574
Wisconsin Gas, Sta-Rite
and SHURflo (4)
George E.Wardeberg, President and 1994 327,500 113,200 $ 185,250 15,000 19,241
Chief Executive Officer of the 1993 272,000 150,000 52,459 18,000 16,257
Company and Chairman of Wiscon- 1992 220,567 37,825 6,000 4,364
sin Gas, Sta-Rite and SHURflo(6)
Thomas F. Schrader, Vice President 1994 264,925 65,163 123,500 10,000 16,112
of the Company and President and 1993 260,000 142,881 10,500 15,192
Chief Executive Officer of 1992 248,500 75,000 13,200 13,776
Wisconsin Gas
James C. Donnelly, Vice President 1994 251,633 105,020 123,500 10,000 15,848
of the Company and President and 1993 236,250 110,174 7,950 15,203
Chief Executive Officer of 1992 208,725 35,163 8,850 13,011
Sta-Rite
Joseph P. Wenzler, Vice President, 1994 252,650 69,800 92,625 7,500 15,498
Treasurer and Chief Financial 1993 245,300 100,629 9,750 15,131
Officer of the Company; Vice 1992 245,300 33,695 13,200 6,171
President and Chief Financial
Officer of Wisconsin Gas; and
Secretary and Treasurer of
SHURflo (7)
Robert A. Nuernberg, Secretary 1994 133,000 7,000 24,700 2,000 9,516
of the Company; Vice President- 1993 131,000 25,000 3,000 9,416
Corporate Relations and 1992 127,000 16,500 4,500 9,216
Secretary of Wisconsin Gas
/TABLE
<PAGE>
<PAGE> 10
(1) The amount reported in this column for Mr. Tisdale represents
financial planning services. 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.
Tisdale in 1992 and 1993, did not exceed the lesser of $50,000 or
10% of each officer's annual salary and bonuses reported in the
table for any of the years indicated, except Mr. Wardeberg in 1993.
(2) The amounts in the table reflect the market value on the date of
grant of restricted stock awarded under the 1994 Long-Term
Performance Plan. The number of shares of restricted stock held by
the executive officers named in the table and the market value of
such shares as of December 31, 1994, were as follows: Mr.
Wardeberg, 6,000 shares, $170,250; Messrs. Schrader and Donnelly,
4,000 shares, $113,500; Mr. Wenzler, 3,000 shares, $85,125; and Mr.
Nuernberg, 800 shares, $22,700. The restricted stock vests in 1997
provided the Company's three-year (1994-96) total return to
shareholders exceeds a pre-established goal. Holders of shares of
restricted stock are entitled to receive dividends on such shares.
(3) The amounts shown in this column for 1994 are comprised of the
following items: Company contributions to 401(k) and supplemental
savings plans: Mr. Tisdale $2,063; Mr. Wardeberg $16,375; Mr.
Schrader $13,246; Mr. Donnelly $12,982; Mr. Wenzler $12,632; and Mr.
Nuernberg, $6,650. Supplemental medical insurance premium: Mr.
Tisdale $239; Mr. Wardeberg $2,866; Mr. Schrader $2,866; Mr.
Donnelly $2,866; Mr. Wenzler $2,866; and Mr. Nuernberg, $2,866.
(4) Mr. Tisdale retired as an executive officer of the Company on
February 1, 1994.
(5) Includes vacation pay accrued but unused in 1994.
(6) On February 1, 1994, Mr. Wardeberg was elected as President and
Chief Executive Officer of the Company and as Chairman of Wisconsin
Gas, Sta-Rite and SHURflo.
(7) Mr. Wenzler was elected Secretary and Treasurer of SHURflo on July
28, 1994.
Stock Option Information
- ------------------------
The Company has in effect equity plans pursuant to which options to
purchase Common Stock may be granted to key employees (including executive
officers) of the Company and its subsidiaries. The following tabulation sets
forth information regarding grants of options made by the Company in 1994 to
the executive officers named in the Summary Compensation Table. No SARs were
awarded in 1994.
OPTION/SAR GRANTS IN 1994 FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
- ----------------------------------------------------------------------------------
Percent of Total
Number of Sec. Options Granted Exercise or Grant Date
Under. Opt./SARs to Employees Base Price Expiration Present
Name Granted (#)(1) in Fiscal Year ($/sh.) Date Value(2)
- ------------------- ---------------- ---------------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C>
Stuart W. Tisdale 2,000 (3) 0 $ 30.4375 2/22/04 $ 8,200
George E. Wardeberg 15,000 12.7 30.625 2/23/04 61,500
Thomas F. Schrader 10,000 8.5 30.625 2/23/04 41,000
James C. Donnelly 10,000 8.5 30.625 2/23/04 41,000
Joseph P. Wenzler 7,500 6.4 30.625 2/23/04 30,750
Robert A. Nuernberg 2,000 1.7 30.625 2/23/04 8,200
/TABLE
<PAGE>
<PAGE> 11
(1) The options reflected in the table (which are nonstatutory stock
options for purposes of the Internal Revenue Code) were granted on
February 22, 1994 and vest ratably over the three-year period from the
date of grant.
(2) Amounts in this column were calculated using the Black-Scholes option
pricing model. The model assumes: (a) an option term of 10 years;
(b) a risk-free interest rate of 6.5%; (c) volatility (variance of
rate of return) of .1828; (d) an annual discount of 3% over the
vesting period for the risk of forfeiture; and (e) a dividend yield of
5.87%. The actual value, if any, that an optionee may realize upon
exercise will depend upon the excess of the price of the Common Stock
over the option exercise price on the date that the option is
exercised. There is no assurance that the value received by the
optionee will be at or near the value estimated by the Black-Scholes
model.
(3) These options were granted to Mr. Tisdale, in his capacity as a
director, under the 1992 Director Stock Option Plan. See Compensation
of Directors. Mr. Tisdale received no options in 1994 in his capacity
as an executive officer of the Company, as he retired as an executive
officer on February 1, 1995.
The following tabulation sets forth information regarding the exercise
of stock options during 1994 and the unexercised options held at December 31,
1994, by each of the executive officers named in the Summary Compensation
Table.<PAGE>
<PAGE> 12
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN 1994 FISCAL YEAR, AND FY-END OPTION/SAR VALUES
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 107,592 $ 553,659 2,000 0 $ 0 $ 0
George E. Wardeberg 0 0 0 23,000 0 14,256
Thomas F. Schrader 3,000 50,438 72,400 17,900 516,468 21,044
James C. Donnelly 0 0 45,200 15,600 312,706 14,431
Joseph P. Wenzler 2,600 33,069 67,200 15,150 467,721 20,778
Robert A. Nuernberg 5,000 86,875 32,600 4,500 260,256 8,031
</TABLE>
<PAGE>
<PAGE> 13
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.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Years of Service
---------------------------------------------------------
Remuneration 15 20 25 30 35
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 200,000 $ 58,561 $ 78,081 $ 89,341 $ 92,341 $ 95,341
250,000 73,411 97,881 111,991 115,741 119,491
300,000 88,261 117,681 134,641 139,141 143,641
350,000 103,111 137,481 157,291 162,541 167,791
400,000 117,961 157,281 179,941 185,941 191,941
450,000 132,811 177,081 202,591 209,341 216,091
500,000 147,661 196,881 225,241 232,741 240,241
550,000 162,511 216,281 247,891 256,141 264,391
600,000 177,361 236,481 270,541 279,541 288,541
</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.
Wardeberg, Schrader, Donnelly, Wenzler and Nuernberg have 5, 16, 7, 21 and 25
years, respectively, of credited service under the pension plan. Mr.
Tisdale, who retired February 1, 1994, receives retirement benefits computed
under the benefit formula based on 30 years of credited service. Pursuant to
a supplemental retirement plan, Messrs. Schrader and Nuernberg will receive a
supplemental retirement benefit of $25,000 per year for 15 years beginning at
age 65, payable in monthly installments.
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.<PAGE>
<PAGE> 14
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 three independent, non-employee directors. Following Compensation
Committee review and approval, matters relating to executive compensation
(other than the grant of stock options and restricted stock) 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 and weigh in their judgment 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.
Base salary midpoints, annual incentive targets and long-term incentive
grants are set based on a competitive analysis conducted by the independent
compensation consultant. As indicated above, compensation opportunities, by
component and in the aggregate, are set at or near the 50th percentile of
competitive practice for comparably sized organizations. Rates for the gas
utility positions are set using survey sources from the utility industry.
There is substantial overlap between the companies in these surveys and the
companies used in the peer company index in the Performance Graph. Rates for
the nonutility positions are set using survey sources from general industry;
there is no overlap with the Performance Graph peer companies here.
Components of Compensation
- --------------------------
Base salary -- The Compensation Committee targets salary range
midpoints as indicated above. Individual salaries range above and below the
midpoint based upon an individual's past and current performance, and
expectations for future performance. The factors considered in this review
are job specific and vary depending on the individual's position. There is
no specific weighting given to these factors.
<PAGE> 15
Annual incentive plan -- The Company's annual incentive compensation
plan tailors each officer's incentive potential to that officer's Company and
subsidiary responsibilities. The plan sets incentive targets ranging from
20% to 50% of base salary. The plan is designed to compensate the officers
primarily on a formula basis. For the Chief Executive Officer and the Chief
Financial Officer, the formula bases 75% of the targeted award on the
Company's earnings per share (EPS) and 25% on individual performance
objectives. For Company Vice Presidents, who are also the subsidiary
presidents, the formula bases 25% of the targeted award on the Company's EPS,
25% on individual performance objectives, and 50% on subsidiary performance
objectives. Subsidiary performance objectives for Wisconsin Gas include
financial, customer service and safety objectives (weighted at 67% of this
component) and financial objectives (weighted at 33%). Performance
objectives for Sta-Rite include net earnings (weighted at 67% of this
component) and return on assets (weighted at 33%). Individual performance
objectives vary among the officers, but may include such things as cost
management, product development, sales growth, personnel management and
development, and management of specific projects. The Compensation Committee
exercises its judgment on a case-by-case basis in determining the weight to
be accorded any individual performance objective.
Long-term incentive plan -- The Company's long-term incentive
compensation plan provides for annual awards of stock options and biennial
awards of performance-based restricted stock. The plan splits an officer's
long-term incentive opportunity equally (based on value) between stock
options and performance-based restricted stock. The independent compensation
consultant provides the Compensation Committee with a long-term incentive
grant schedule that approximates a market median grant opportunity. The
Compensation Committee reserves the right to adjust this schedule upward or
downward based on Company performance; however, it is the Compensation
Committee's intention that in most cases grants will be provided at targeted
levels.
Stock options may be incentive stock options or nonstatutory options
which have a term of not more than ten years and have an exercise price equal
to the fair market value on the date of grant. The Compensation Committee
determines the manner and conditions under which the options become
exercisable. The number of options granted is based on the participant's
office or position, with an equal number of shares generally being granted to
individuals holding the same or similar positions, such as vice president of
an operating subsidiary. Performance-based restricted stock will vest three
years from the year of grant provided the Company's three-year total return
to shareholders equals or exceeds pre-established goals relative to the
Performance Graph peer group (the Paine Webber Gas Distribution Utility
Index). For other subsidiary officers who participate in the plan, the
restricted stock will vest in three-years provided the appropriate
subsidiary's three-year financial performance (three-year cumulative earnings
for Wisconsin Gas and return on assets for Sta-Rite) equals or exceeds the
pre-established goal.
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. The Compensation Committee weighs
the financial measures differently for each officer, in recognition that the
Company's principal subsidiaries operate in different industries with
different compensation practices and that the officers' responsibilities
differ. 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. Examples of personal performance
objectives considered by the Compensation Committee are set out above in<PAGE>
<PAGE> 16
the discussion of the Annual Incentive Plan. The Compensation Committee
exercises its judgment in determining the relative weight to be accorded each
personal objective.
As stated above, each officer's annual incentive award, if any, is
based on a formula, although the Compensation Committee exercises its
judgment in determining the weights to be accorded the achievement of
personal objectives. Long-term incentive awards (stock options and
restricted stock) are also formula-based, with individual awards being set
relative to the officer's position. The specific number of stock options
awarded is based on the number of options to be awarded to all key employees
of the Company and its subsidiaries and the number of options previously
granted and outstanding, as determined by the Compensation Committee.
Options granted in 1994 were non-statutory, have a term of ten years, and
first become exercisable one-third each year on the first, second and third
anniversary of the grant. Restricted stock grants were made at the targeted
amounts.
Compensation of the Chief Executive Officer
- -------------------------------------------
Stuart W. Tisdale served as the Company's Chief Executive Officer until
February 1, 1994. Mr. Tisdale received no long-term incentive award or any
increase in base salary in 1994. He received a prorated annual incentive
award of $33,538.
For 1994, the Compensation Committee increased the base salary of
George E. Wardeberg, the Company's Chief Executive Officer beginning February
1, 1994, by $78,000 or 29% effective April 1, 1994. The increase reflects
his increased responsibilities as Chief Executive Officer, his overall
performance, as demonstrated by the increase in the Company's total return to
shareholders in 1993 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. Wardeberg's salary in the first quartile of the
range targeted by the Compensation Committee.
The Compensation Committee awarded Mr. Wardeberg 15,000 nonstatutory
stock options and 6,000 shares of performance-based restricted stock in 1994.
The number of options and the number of shares of restricted stock awarded
were at the targeted number established in the long-term incentive
compensation plan.
The annual incentive award to Mr. Wardeberg for 1994 was $113,200, or
35% of his salary as compared to a target of 50% of salary. This award
reflects Mr. Wardeberg's contributions to the Company during 1994. The less
than targeted incentive award was caused by certain financial objectives not
being met due to weather that was 9% warmer than normal. This resulted in
less than targeted earnings at the Company's gas distribution operation.
However, the Company's manufacturing operations had a strong year with net
earnings up 51% for the year. As a result, WICOR's net earnings and earnings
per share increased 13% and 9%, respectively. WICOR also outperformed its
industry peers, achieving a total return to shareholders ranking in the top
third nationwide. In addition, Mr. Wardeberg accomplished his personal
objectives in the areas of growth, human resources and preserving the
Company's financial strength. The Compensation Committee exercised its
judgment in determining the weights accorded to his accomplishment of these
personal objectives.
Compliance with Tax Regulations
- -------------------------------
The Company has considered the implications of the 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 most of the
components of compensation described above are consistent with the tax rules
regarding performance-based compensation incentives.<PAGE>
<PAGE> 17
The Compensation Committee did, however, seek qualification of the
stock components of the program as "performance-based compensation" plans
pursuant to these tax rules. To that end, proposals were included in the
1994 Proxy Statement establishing a per-person limitation for stock option
and restricted stock awards. The proposals were approved by the
shareholders.
Wendell F. Bueche, Chairman
Daniel F. McKeithan, Jr.
Guy A. Osborn
Members of the Compensation Committee
<PAGE>
<PAGE> 18
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 Paine Webber Gas
Distribution Utility Index, comprised of 35 U.S. natural gas distribution
utilities. The Paine Webber index is identical to the Kidder, Peabody Gas
Distribution Utility Index used by the Company in prior years. The name
change reflects the acquisition of Kidder, Peabody by Paine Webber in 1994.
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 Paine Webber Gas Distribution Utility Index
Measurement Period - FYE
Measurement Point - December 31, 1988
<TABLE>
<CAPTION>
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
Paine Webber $ 100 $ 134 $ 130 $ 149 $ 175 $ 199
</TABLE>
SHAREHOLDER PROPOSALS
Proposals which shareholders of the Company intend to present at the 1996
Annual Meeting of Shareholders must be received by the Company by the close
of business on November 19, 1995.
OTHER MATTERS
Arthur Andersen LLP was retained as the Company's independent auditors for
the year ended December 31, 1994 and, upon the recommendation of the Audit
Committee, the Board has reappointed Arthur Andersen as independent public
accountants for the Company for the year ending December 31, 1995. A
representative of Arthur Andersen 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, 1995, an annual report on Form 10-K for the fiscal year
ended December 31, 1994. 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.<PAGE>
<PAGE> 19
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 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
March 10, 1995 Secretary<PAGE>
<PAGE> 20
APPENDIX I
WICOR VOTER AUTHORIZATION CARD
[X] Please mark your
votes as this
WICOR
VOTING AUTHORIZATION
- ----------------------------------------------------------------------------
The Board of Directors recommends a vote FOR all nominees in Item 1.
- ----------------------------------------------------------------------------
1. Election of the following nominees as directors for three-year terms:
Wendell F. Bueche, Daniel F. McKeithan, Jr., George E. Wardeberg and
Essie M. Whitelaw
FOR all nominees WITHHOLD
(except as marked AUTHORITY
to the contrary) to vote for all nominees
/ / / /
(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 9, 1995
Dear WICOR Shareholder:
Enclosed is a notice of WICOR's annual shareholders meeting, coming up
April 27, 1995, in Milwaukee. Also enclosed is a proxy statement and voting
authorization card. You have already received a copy of the 1994 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 17, 1995, 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 the Trustee in the enclosed envelope.
Thank you,
Sincerely,
Robert A. Nuernberg
Secretary<PAGE>
<PAGE> 21
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.
--- (BACKSIDE OF VOTER AUTHORIZATION FORM) ---
WICOR
VOTING AUTHORIZATION
The undersigned acknowledges receipt of the WICOR, Inc. Annual Report for
1994 and the proxy solicitation material relative to the Annual Meeting of
Shareholders of WICOR, Inc. to be held April 27, 1995. 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, or held by M and I Marshall and Ilsley Bank, the trustee under
the Sta-Rite Industries' Incentive 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 27, 1995.
(continued on the reverse side)
<PAGE>
<PAGE> 22
APPENDIX II
COMMON STOCK PROXY CARD
/X/ Please mark your
votes as this
WICOR
PROXY
- ------------------------------------------------------------------------
The Board of Directors recommends a vote FOR all nominees in Item 1.
- ------------------------------------------------------------------------
1. Election of the following nominees as directors for three-year terms:
Wendell F. Bueche, Daniel F. McKeithan, Jr., George E. Wardeberg and
Essie M. Whitelaw
FOR all nominees WITHHOLD
(except as marked AUTHORITY
to the contrary) to vote for all nominees
/ / / /
(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 9, 1995
Dear WICOR Shareholder:
We're pleased to send you the enclosed 1994 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 27, 1995. This year's meeting will be held at 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, discuss 1994 performance and talk
about the future. 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 27.
Sincerely,
George E. Wardeberg
President and Chief Executive Officer<PAGE>
<PAGE> 23
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 27, 1995, 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 in the
discretion of the proxies on any other items of business as may properly
arise at the meeting.
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 27, 1995.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
Map of downtown Milwaukee, Wisconsin, showing
location of annual meeting.
<PAGE>
<PAGE> 24
APPENDIX III
Proxy cover letter to Sta-Rite employees.
March 10, 1995
Dear Incentive Savings Plan Participant:
This year, for the first time, employees who hold WICOR stock through
Sta-Rite's 401K (Incentive Savings Plan) are receiving the enclosed WICOR
Proxy statement and Voter Authorization Card. These materials make it
possible for you to vote your stock at WICOR's annual meeting, which will be
held at the Italian Community Center in Milwaukee on April 27.
I encourage you to exercise your right to vote by filling out the
authorization card and returning it as soon as you can. The card allows the
Trustee of your shares to vote the shares on your behalf as you direct.
This year, as you will notice on the Voter Authorization Card, four of the
ten directors on the WICOR Board of Directors are up for reelection to the
board. A complete list of board members appears in the enclosed proxy
statement and in the annual report, which you should have already received.
The report also contains a variety of significant financial data and other
important information about our parent company and its subsidiaries,
including Sta-Rite.
As the accompanying letter from Mr. Nuernberg says, your vote is important.
I hope you will return your signed voting authorization card today.
Thank you.
Sincerely,
Jim Donnelly
President and CEO<PAGE>
