<PAGE>
<PAGE> 1
EXHIBIT 99
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 25, 1996
To the Shareholders of
WICOR, Inc.:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of
WICOR, Inc. will be held Thursday, April 25, 1996, 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 three directors to hold office until the 1999 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 Tuesday, February 20, 1996, 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 12, 1996
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 25, 1996
This Proxy Statement is being furnished to shareholders by the Board
of Directors of WICOR, Inc. (the "Company") beginning on or about March 12,
1996, 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 25, 1996, 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 20, 1996, are
entitled to vote at the Annual Meeting and at any adjournment thereof. On
that date, the Company had outstanding and entitled to vote 18,300,133
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 principal subsidiaries include
Wisconsin Gas Company ("Wisconsin Gas"), Sta-Rite Industries, Inc.
("Sta-Rite"),SHURflo Pump Manufacturing Co. ("SHURflo") and Hypro
Corporation ("Hypro").<PAGE>
<PAGE> 4
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 three
directors to hold office until the 1999 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 three
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.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
For Three-Year Terms Expiring April, 1999
A photograph of each nominee and director continuing in office appears
adjacent to the nominee's/director's name and personal information.
JERE D. McGAFFEY Mr. McGaffey, 60, is a partner in the
Nominating (Chairman) and law firm of Foley & Lardner. (1) 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, 46, 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 and assumed
his current position 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, 67, is the Retired Chairman
Audit and Nominating and Chief Executive Officer of the
Committees Company. He is a director of Marshall &
Director since 1980 Ilsley Corporation, M&I Marshall & Ilsley
Bank, Modine Manufacturing Co. and Twin Disc
Inc.
(1) Foley & Lardner was retained in 1995 by the Company and its
subsidiaries to provide legal services and has been similarly retained in
1996.<PAGE>
<PAGE> 5
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Terms Expiring April, 1997
WILLIE D. DAVIS Mr. Davis, 61, is President, Chief
Audit (Chairman) and Compensation 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 Capital
Management, Inc.
GUY A. OSBORN Mr. Osborn, 60, is Chairman, Chief
Compensation (Chairman) and Executive Officer and a director of
and Retirement Plans Investment Universal Foods Corporation, an inter-
Committees national manufacturer and marketer of
Director since 1987 value-added food products. He joined
Universal Foods in 1971 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 The
Northwestern Mutual Life Insurance
Company.
WILLIAM B. WINTER Mr. Winter, 67, is the Retired Chairman,
Audit and Nominating Chief Executive Officer and Director of
Committees Bucyrus-Erie Company, a manufacturer of
Directors since 1980 mining machinery, and its parent
corporation B-E Holdings Inc. He served
as Chairman and Chief Executive Officer
from 1988 until his retirement in 1994.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Terms Expiring April, 1998
WENDELL F. BUECHE Mr. Bueche, 65, is the Chairman, Chief
Audit and Compensation Executive Officer and a director of IMC
Committees Global, Inc., a producer and marketer
Director since 1984 of crop nutrients. He was named to that
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 Bank.<PAGE>
<PAGE> 6
DANIEL F. McKEITHAN, JR. Mr. McKeithan, 60, is President, Chief
Compensation and Retirement Executive Officer and a director of
Plans Investment (Chairman) Tamarack Petroleum Company, Inc., an
Committees operator of producing oil and gas wells.
Director since 1989 He is also President and Chief Executive
Officer of Active Investor Management,
Inc., a manager of oil and gas wells;
and SeiTech Development, Inc., an oil
and gas exploration and development
company, which he formed in 1995
GEORGE E. WARDEBERG Mr. Wardeberg, 60, is President and
Nominating Committee Chief Executive Officer of the Company,
Director since 1992 and Chairman of Wisconsin Gas, Sta-Rite,
SHURflo and Hypro. He has held these
positions since 1994. He served in
other executive capacities with the
Company and its subsidiaries from 1989
until he assumed his current position.
He is a director of M&I Marshall &
Ilsley Bank.
ESSIE M. WHITELAW Ms. Whitelaw, 47, is President and
Nominating 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. She served in other
executive capacities with Blue Cross &
Blue Shield United from 1986 until she
assumed her current position. She is a
director of Universal Foods Corporation.
<PAGE>
<PAGE> 7
THE BOARD OF DIRECTORS
GENERAL --
The Board held eight meetings in 1995. 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 1995. The committee's
functions 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 1995. 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 1995. The committee's
functions include reviewing and recommending adjustments to the salaries of
the officers of the Company and the presidents of its subsidiaries;
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; and
reviewing and recommending director compensation.
COMPENSATION OF DIRECTORS --
The Company pays its directors who are not officers of the Company,
Wisconsin Gas, Sta-Rite, SHURflo or Hypro 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, SHURflo or Hypro 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, SHURflo or Hypro 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 28, 1995,
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 $28.75. 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.
<PAGE>
<PAGE> 8
On February 27, 1996, 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 $33.0625.
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 1995). 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, 1996, by each director and
nominee, each executive officer named in the Summary Compensation Table, and
all directors and executive officers as a group.
Amount and Nature
Title of Name of of Beneficial Percent of
Class Beneficial Owner Ownership (1)(2)(3) Class (4)
- ------------ ------------------------ ------------------- ----------
Common Stock Wendell F. Bueche 10,362 -
Willie D. Davis 8,500 -
James C. Donnelly 70,091 -
Jere D. McGaffey 11,024 -
Daniel F. McKeithan, Jr. 9,000 -
Robert A. Nuernberg 42,676 -
Guy A. Osborn 10,000 -
Thomas F. Schrader 119,199 -
Stuart W. Tisdale 86,226 (5) -
George E. Wardeberg 63,508 -
Joseph P. Wenzler 126,721 (6) -
Essie M. Whitelaw 8,000 -
William B. Winter 10,588 (7) -
All directors and exec-
utive officers as a
group (13 persons) 575,895 3.2%
<PAGE>
<PAGE> 9
(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), (6) and (7).
(2) Includes the following numbers of shares covered under options
exercisable as of or within 60 days of February 28, 1996: Mr.
Donnelly, 60,150; Mr. Nuernberg, 31,849; Mr. Schrader, 83,424; Mr.
Wardeberg, 19,500; Mr. Wenzler, 80,250; Messrs Bueche, Davis, McGaffey,
McKeithan, Osborn and Winter and Ms. Whitelaw, 8,000 each; Mr. Tisdale,
6,000 and all directors and executive officers as a group, 337,173.
(3) Includes the following numbers of shares of restricted stock over which
the holders have sole voting but no investment power: Mr. Donnelly,
8,000; Mr. Nuernberg, 1,600; Mr. Schrader, 8,000; Mr. Wardeberg,
14,000; and Mr. Wenzler, 6,000; and all directors and executive
officers as a group, 37,600. The restricted stock vests in three years
after the grant if the Company's total return to shareholders for the
three-year period 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.
(7) Includes 2,588 shares owned by Mr. Winter's spouse.<PAGE>
<PAGE> 10
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 1995 and each of the Company's
four other most highly compensated executive officers whose total cash
compensation exceeded $100,000 in 1995.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation Awards
-------------------------------- --------------------------------------
Securities
Other Annual Restricted Underlying All Other
Compensation Stock Options/ Compensation
Name and Principal Position Year Salary($) Bonus($) ($) (1) Awards($)(2) SARs(#) ($)(3)
- ----------------------------------- ---- -------- -------- ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
George E. Wardeberg, President 1995 $368,750 $192,455 15,000 $ 16,250
and Chief Executive Officer of 1994 327,500 113,200 $ 185,250 15,000 19,241
the Company, and Chairman of 1993 272,000 150,000 $ 52,459 18,000 16,257
Wisconsin Gas, Sta-Rite, SHURflo
and Hypro(4)
Thomas F. Schrader, Vice President 1995 278,500 176,857 10,000 12,640
of the Company and President and 1994 264,925 65,163 123,500 10,000 16,112
Chief Executive Officer of 1993 260,000 142,881 10,500 15,192
Wisconsin Gas
James C. Donnelly, Vice President 1995 267,800 28,253 10,000 13,185
of the Company and President 1994 251,633 105,020 123,500 10,000 15,848
and Chief Executive Officer of 1993 236,250 110,174 7,950 15,203
Sta-Rite
Joseph P. Wenzler, Vice President, 1995 261,850 106,710 7,500 11,974
Treasurer and Chief Financial 1994 252,650 69,800 92,625 7,500 15,498
Officer of the Company; Vice 1993 245,300 100,629 9,750 15,131
President and Chief Financial
Officer of Wisconsin Gas; and
Secretary and Treasurer of
SHURflo and Hypro (5)
Robert A. Nuernberg, Secretary 1995 138,000 48,307 2,000 6,900
of the Company; Vice President- 1994 133,000 7,000 24,700 2,000 9,516
Corporate Relations and Secretary 1993 131,000 25,000 3,000 9,416
of Wisconsin Gas
/TABLE
<PAGE>
<PAGE> 11
(1) 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 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, 1995, were as follows: Mr. Wardeberg, 6,000 shares, $193,500;
Messrs. Schrader and Donnelly, 4,000 shares, $129,000; Mr. Wenzler,
3,000 shares, $96,750; and Mr. Nuernberg, 800 shares, $25,800. 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 1995 are comprised of the
following items: Company contributions to 401(k) and supplemental
savings plans: Mr. Wardeberg, $16,250; Mr. Schrader, $12,640; Mr.
Donnelly, $12,212; Mr. Wenzler, $11,974; and Mr. Nuernberg, $6,900.
Above market earnings on deferred compensation: Mr. Donnelly, $973.
(4) On February 1, 1994, Mr. Wardeberg was elected President and Chief
Executive Officer of the Company and Chairman of Wisconsin Gas,
Sta-Rite and SHURflo. He was elected Chairman of Hypro on July 19,
1995.
(5) Mr. Wenzler was elected Secretary and Treasurer of SHURflo in 1993 and
of Hypro on July 19, 1995.
STOCK OPTION INFORMATION
The Company has in effect equity plans pursuant to which options to
purchase Common Stock may be granted to key employees (including executive
officers) of the Company and its subsidiaries. The following tabulation
sets forth information regarding grants of options made by the Company in
1995 to the executive officers named in the Summary Compensation Table. No
SARs were awarded in 1995.
OPTION/SAR GRANTS IN 1995 FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants Grant Date Value
--------------------------------------------------------- ----------------
% of Total
Options
Number of Sec. Granted to Exercise or
Under. Opt./SARs Employees Base Price Expiration Grant Date
Name Granted (#)(1) in Fiscal Year ($/sh.) Date Present Value(2)
- ------------------- ---------------- -------------- ----------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
George E. Wardeberg 15,000 12.5 $ 28.25 2/21/05 $ 51,150
Thomas F. Schrader 10,000 8.3 28.25 2/21/05 34,100
James C. Donnelly 10,000 8.3 28.25 2/21/05 34,100
Joseph P. Wenzler 7,500 6.2 28.25 2/21/05 25,575
Robert A. Nuernberg 2,000 1.7 28.25 2/21/05 6,820
/TABLE
<PAGE>
<PAGE> 12
(1) The options reflected in the table (which are nonstatutory stock
options for purposes of the Internal Revenue Code) were granted on
February 21, 1995 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 5.75%; (c) volatility (variance of rate of
return) of 0.1676; (d) an annual discount of 3% over the vesting period
for the risk of forfeiture; and (e) a dividend yield of 5.7%. 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.
The following tabulation sets forth information regarding the exercise
of stock options during 1995 and the unexercised options held at December
31, 1995, by each of the executive officers named in the Summary
Compensation Table.
AGGREGATED OPTION/SAR EXERCISES
IN 1995 FISCAL YEAR,
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Numbers of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
---------------------- ----------------------
Shares Value
Acquired on Realized Exer- Unexer- Exer- Unexer-
Name Exercise (#) ($) cisable cisable cisable cisable
- ------------------- ------------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
George E. Wardeberg 2,000 $ 10,875 5,000 31,000 $ 8,125 $ 105,875
Thomas F. Schrader 3,000 39,469 77,133 20,167 799,122 68,115
James C. Donnelly 0 0 51,483 19,317 516,319 63,918
Joseph P. Wenzler 1,300 19,053 72,800 15,750 744,581 54,172
Robert A. Nuernberg 2,000 34,187 32,766 4,334 365,569 15,105
/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 10 15 20 25 30
- --------------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$200,000 $39,004 $ 58,506 $ 78,008 $ 89,259 $ 92,259
250,000 48,904 73,356 97,808 111,909 115,659
300,000 58,804 88,206 117,608 134,559 139,059
350,000 68,704 103,056 137,408 157,209 162,459
400,000 78,604 117,906 157,208 179,859 185,859
450,000 88,504 132,756 177,008 202,509 209,259
</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 6, 17, 8, 22 and
26 years, respectively, of credited service under the pension plan.
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 four 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.<PAGE>
<PAGE> 15
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.
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
earnings per share, 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 PaineWebber 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.<PAGE>
<PAGE> 16
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 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 1995 were nonstatutory, have a term of ten years, and
first become exercisable one-third each year on the first, second and third
anniversary of the grant. No restricted stock grants were made in 1995.
Compensation of the Chief Executive Officer --
For 1995, the Compensation Committee increased the base salary of
George E. Wardeberg, the Company's Chief Executive Officer, by $25,000 or
7.1% effective April 1, 1995. The increase reflects his overall
performance, as demonstrated by the increase in the Company's total return
to shareholders in 1995 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 in 1995. The number of options awarded was at the targeted
number established in the long-term incentive compensation plan.
The annual incentive award to Mr. Wardeberg for 1995 was $192,455, or
52% of his salary as compared to a target of 50% of salary. This award
reflects Mr. Wardeberg's significant contributions to the Company during
1995. The Company's financial objectives were met with net earnings and
earnings per share increasing 19% and 17%, respectively. WICOR also
outperformed both its industry peers and the S&P 500 Stock Index over the
last five years as shown in the accompanying Total Return Comparison
performance graph. 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.<PAGE>
<PAGE> 17
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.
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.
Guy A. Osborn, Chairman
Wendell F. Bueche
Willie D. Davis
Daniel F. McKeithan, Jr.
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 PaineWebber 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.]
TOTAL RETURN COMPARISON *
Value of $100 Invested Year-End 1990
1990 1991 1992 1993 1994 1995
------ ------ ------ ------ ------ ------
WICOR $ 100 $ 132 $ 157 $ 191 $ 182 $ 218
S&P 500 $ 100 $ 130 $ 140 $ 155 $ 156 $ 215
Industry $ 100 $ 114 $ 135 $ 153 $ 134 $ 173
**
* Includes reinvested dividends
** Paine Webber Gas Distribution Utility Index
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 14, 1996.<PAGE>
<PAGE> 18
OTHER MATTERS
Arthur Andersen LLP was retained as the Company's independent auditors
for the year ended December 31, 1995 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, 1996. 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 30, 1996, an annual report on Form 10-K for the fiscal year
ended December 31, 1995. 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 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 12, 1996<PAGE>
<PAGE> 19
APPENDIX I
WICOR
VOTING AUTHORIZATION
[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:
Jere D. McGaffey, Thomas F. Schrader and Stuart W. Tisdale
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 12, 1996
Dear WICOR Shareholder:
Enclosed is a notice of WICOR's annual shareholders meeting, coming up
April 25, 1996, in Milwaukee. Also enclosed is a proxy statement and voting
authorization card. You have already received a copy of the 1995 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 the Trustee of your shares held
in the savings plan as of February 20, 1996, 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,
George E. Wardeberg
President and Chief Executive Officer<PAGE>
<PAGE> 20
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
1995 and the proxy solicitation material relative to the Annual Meeting of
Shareholders of WICOR, Inc. to be held April 25, 1996. As to my interest in
the Common Stock of WICOR, Inc. held by Marshall and Ilsley Trust Company,
the Trustee under the Wisconsin Gas Company Non-Union Employees' Savings
Plan, Wisconsin Gas Company Local 6-18 Savings Plan, Wisconsin Gas Company
Local No. 1 Savings Plan and 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 25, 1996.
(continued on the reverse side)
<PAGE>
<PAGE> 21
APPENDIX II
/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:
Jere D. McGaffey, Thomas F. Schrader and Stuart W. Tisdale
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 13, 1996
Dear WICOR Shareholder:
We're pleased to send you the enclosed 1995 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 25, 1996. 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 1995 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 25.
Sincerely,
George E. Wardeberg
President and Chief Executive Officer<PAGE>
<PAGE> 22
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 25, 1996, 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 25, 1996.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
Map of downtown Milwaukee, Wisconsin, showing
location of annual meeting and the routes to
take from Chicago, Green Bay and Madison.
<PAGE>
