<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):
[ ] $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> 2
WICOR
626 East Wisconsin Avenue
P.O. Box 334
Milwaukee, WI 53201
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 24, 1997
To the Shareholders of
WICOR, Inc.:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of WICOR,
Inc. will be held Thursday, April 24, 1997, 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 2000 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 21, 1997, 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 13, 1997
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> 3
WICOR
626 East Wisconsin Avenue
P.O. Box 334
Milwaukee, Wisconsin 53201
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 24, 1997
This Proxy Statement is being furnished to shareholders by the Board of
Directors of WICOR, Inc. (the "Company") beginning on or about March 13, 1997,
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 24, 1997, 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 21, 1997, are entitled
to vote at the Annual Meeting and at any adjournment thereof. On that date,
the Company had outstanding and entitled to vote 18,413,709 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"), Hypro Corporation
("Hypro"), WICOR Energy Services Company ("WICOR Energy") and FieldTech, Inc.
("FieldTech").
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 2000 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
<PAGE> 4
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
For Three-Year Terms Expiring April, 2000
A photograph of each nominee and director continuing in office appears
adjacent to the nominee's/director's name and personal information.
WILLIE D. DAVIS Mr. Davis, 62, 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
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, 61, is Chairman and a
Compensation (Chairman) and director of Universal Foods Corporation,
Retirement Plans Investment an international manufacturer and
Director since 1987 marketer Committees of value-added food
products. He joined Universal Foods in
1971 and assumed his current position in
1996. Prior thereto, he was Chairman and
Chief Executive. 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, 68, 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.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRING APRIL, 1998
WENDELL F. BUECHE Mr. Bueche, 66, is the Chairman, Chief
Audit and Compensation Executive Officer and a director of
Committees IMC 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 Corporation and M&I
Marshall & Ilsley Bank
<PAGE> 5
DANIEL F. McKEITHAN, JR. Mr. McKeithan, 61, 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
SeisTech Development, Inc., an oil and
gas exploration and development company,
which he formed in 1995. 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, 61, is President and
Nominating Committee Chief Executive Officer of the Company
Director since 1992 and Chairman of its subsidiaries.
He has held his positions with the company,
Wisconsin Gas, Sta-Rite and SHURflo since
1994; with Hypro and WICOR Energy since
1995; and with FieldTech since 1996. He
served in other executive capacities with
the Company and its subsidiaries from
1989 until he assumed his current
positions. He is a director of M&I
Marshall & Ilsley Bank.
ESSIE M. WHITELAW Ms. Whitelaw, 48, 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.
Members of the Board of Directors continuing in office
Terms Expiring April, 1999.
JERE D. McGAFFEY Mr. McGaffey, 61, 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, 47, is President and
Director since 1988 Chief Executive Officer of Wisconsin
Gas, WICOR Energy and FieldTech, and Vice
President of the Company. Mr. Schrader is
a director of Firstar Trust Company
<PAGE> 6
STUART W. TISDALE Mr. Tisdale, 68, 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 1996 by the Company and its subsidiaries
to provide legal services and has been similarly retained in 1997.
<PAGE> 7
THE BOARD OF DIRECTORS
General
The Board held eight meetings in 1996. 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,
Compensation, and Retirement Plan Investment Committees.
The Audit Committee held two meetings in 1996. 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 1996. 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 four meetings in 1996. 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 revised its director compensation program effective January
1, 1997, to eliminate the retirement plan for directors, to tie more of the
directors' compensation to the performance of the Company's stock, and to
adjust the overall compensation level. Only non-employee directors receive
compensation for service as directors.
Cash Compensation. Effective January 1, 1997, the Company pays its
directors the following cash compensation: an annual retainer fee of $6,000
(compared with $10,000 prior to 1997), $600 for each Board meeting they attend
(no change), and $900 for each Board committee meeting they attend (compared
to $600 prior to 1997). Committee chairmen are paid an additional annual
retainer fee of $1,000 and receive meeting fees for meetings with the Chief
Executive Officer of the Company relating to committee business. Wisconsin
Gas pays its directors an annual cash retainer fee of $4,000 (compared with
$7,000 prior to 1997), and $600 for each Board meeting they attend (no
change). Presently, all directors of Wisconsin Gas are also directors of the
Company. Any fees payable to directors in cash may, at the option of each
individual director, be deferred for future payment as discussed below
<PAGE> 8
Deferred Compensation. Effective January 1, 1997, the Company and
Wisconsin Gas established identical deferred stock plans. Under the deferred
stock plans, each director will receive on January 1 each year beginning in
1997, 557 deferred stock units (334 from the Company and 223 from Wisconsin
Gas). These deferred stock units represent a grant date value of $19,982
based on the price of a share of Company Common Stock on December 31, 1996
($35.875). Each deferred stock unit will be credited with an amount equal to
the dividend paid on a share of Common Stock if and when such dividends are
declared and paid. Such dividend-equivalent amounts will be converted into
deferred stock units based on the per-share price on the dividend payment
date. When a director retires, leaves the Board or dies, the director's
account balance will be paid out in shares of Common Stock. The Company
intends to purchase Common Stock on the open market from time to time in its
discretion to accumulate shares of Common Stock to be used for settlement of
deferred stock balances. However, the Company does not intend to fund its
future payment obligations under the deferred stock plan. Directors also
received a one-time grant of deferred stock units corresponding to the present
value of their accrued benefit under the director retirement plan which was
terminated, as discussed below.
The Company and Wisconsin Gas each maintain a deferred compensation plan
for directors which entitles a director to defer directors' fees otherwise
payable in cash for payment when the director ceases to be a director. Fees
may be deferred for settlement in cash or shares of Common Stock, at the
election of the director. Amounts deferred for settlement in cash accrue
interest at the prevailing announced prime interest rate of a major commercial
bank. Amounts deferred for settlement in Common Stock are converted into
deferred stock units based on the per-share price on the date of deferral.
Each deferred stock unit will be credited with an amount equal to the dividend
paid on a share of Common Stock if and when such dividends are declared and
paid. Each director may elect to receive payment of the director's deferred
account balance in a lump sum or in equal installments over ten years.
All amounts deferred are unsecured. The Company has entered into an
executive trust agreement with Marshall & Ilsley Trust Company to provide a
means of segregating assets for the payment of director deferred compensation,
subject to the claims of the Company's creditors. Such trust is only
nominally funded until the occurrence of a potential change of control.
Termination of Director Retirement Plan. The retirement plan for the
directors was terminated on December 31, 1996, as to directors who had not
retired as of that date. Active directors who were participants in the
director retirement plan on December 31, 1996, received a one-time grant of
deferred stock units under the deferred stock plan based on the actuarially
calculated present value of their accrued benefit under the retirement plan.
Accordingly, directors were credited with the following numbers of deferred
stock units: Messrs Bueche, 4,796; Davis, 3,194; McGaffey 3,635; McKeithan,
3,166; Osborn, 3,342; Tisdale, 3,455; Winter, 4,796; and Ms. Whitelaw, 766.
Directors who retired prior to December 31,1996, will continue to receive
retirement benefits under the director retirement plan as in effect prior to
1997 ($16,000 from the Company and $11,200 from Wisconsin Gas). These amounts
equal the fees that a director attending all board and three committee
meetings would have received in 1996. 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
<PAGE> 9
Stock Options. 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 27, 1996, 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 $33.0625. 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 25, 1997, options to
purchase an additional 2,000 shares of Common Stock were granted to each
director at a per-share exercise price of $36,125
<PAGE> 10
SECURITY OWNERSHIP OF MANAGEMENT
The following tabulation sets forth the number of shares of Common Stock
beneficially owned, as of February 28, 1997, 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 Percent Deferred
Title of Name of of Beneficial of Stock
Class Beneficial Owner Ownership (1)(2)(3) Class (4) Units (5)
- ------------ --------------------- ------------------- --------- ---------
Common Stock Wendell F. Bueche 12,365 - 5,353
Willie D. Davis 10,511 - 3,751
James C. Donnelly 76,484 -
Jere D. McGaffey 13,129 - 4,192
Daniel F. McKeithan,Jr 11,000 - 3,723
Robert A. Nuernberg 46,430 -
Guy A. Osborn 12,000 - 4,178
Thomas F. Schrader 129,515 -
Stuart W. Tisdale 88,226 (6) - 4,012
George E. Wardeberg 78,066 (7) -
Joseph P. Wenzler 133,371 (8) - 1,333
Essie M. Whitelaw 10,000 - 5,353
William B. Winter 12,588 (9) -
All directors and
executive officers as
a group (13 persons) 633,685 3.4%
(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), (7), (8) and (9).
(2) Includes the following numbers of shares covered under options exercisable
as of or within 60 days of February 28, 1997: Mr. Donnelly, 65,649; Mr.
Nuernberg, 33,849; Mr. Schrader, 93,424; Mr. Wardeberg, 36,166; Mr.
Wenzler, 87,750; Messrs Bueche, Davis, McGaffey, McKeithan, Osborn and
Winter and Ms. Whitelaw, 10,000 each; Mr. Tisdale, 8,000 and all directors
and executive officers as a group, 394,838.
(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, 8,000; and
Mr. Wenzler, 3,000; and all directors and executive officers as a group,
19,800. The restricted stock vests in 1999 if the Company's total return
to shareholders for the three-year period ending with 1998 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) Deferred stock units are issued under the deferred stock plan and the
deferred compensation plan discussed under "Compensation of Directors -
Deferred Compensation" and "Compensation of Directors - Termination of
Director Retirement Plan."
(6) Includes 4,852 shares owned by Mr. Tisdale's spouse
<PAGE> 11
(7) Includes 4,200 shares owned jointly by Mr. Wardeberg and his spouse.
(8) Includes 526 shares owned by Mr. Wenzler's spouse.
(9) Includes 2,588 shares owned by Mr. Winter's spouse.
Security Ownership of Other Beneficial Owner. The following tabulation
sets forth information regarding beneficial ownership by persons known by the
Company to own, as of February 21, 1997, 5% or more of the outstanding Common
Stock. The beneficial ownership set forth in the table has been reported on a
filing made on Schedule G with the Securities and Exchange Commission by the
beneficial owner.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
-----------------------------------------
Voting Power Investment Power Percent
Name and Address of ----------------- ---------------- of
Beneficial Owner Sole Shared Sole Shared Aggregate Class
- -------------------------- ------ -------- ------ -------- --------- -------
<S>
Marshall & Ilsley Corp.(1) <C> <C> <C> <C> <C> <C>
770 North Water Street
Milwaukee, WI 53202 69,554 916,682 72,218 913,649 986,236 5.36%
</TABLE>
(1) Represents a joint filing by Marshall & Ilsley Corporation and its
subsidiaries M&I First National Bank, Marshall & Ilsley Trust Company,
Marshall & Ilsley Trust Company of Florida, and M&I Marshall & Ilsley Trust
Company of Arizona. Marshall & Ilsley Corporation and its subsidiaries
disclaim beneficial ownership of 900,230 shares of such Common Stock.
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 1996 and each of the Company's four other most highly
compensated executive officers whose total cash compensation exceeded $100,000
in 1996
<PAGE> 12
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
---------------------------------------- --------------------------------------------
Securities
Other Annual Restricted Underlying All Other
Name and Principal Compensation Stock Options/ Compensation
Position Year Salary($) Bonus($) ($) (1) Awards($) (2) SARs(#) ($) (3)
- -------------------------------- ---- --------- -------- ------------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
George E. Wardeberg, President 1996 $393,750 $217,638 $264,000 20,000 $17,250
and Chief Executive Officer of 1995 368,750 192,455 15,000 16,250
the Company and Chairman of 1994 327,500 113,200 185,250 15,000 19,241
its subsidiaries (4)
Thomas F. Schrader, Vice President 1996 290,650 $177,903 132,000 10,000 $13,126
of the Company and President and 1995 278,500 176,857 10,000 12,640
Chief Executive Officer of 1994 264,925 65,163 123,500 10,000 16,112
Wisconsin Gas, WICOR Energy and
FieldTech(5)
James C. Donnelly, Vice President 1996 277,525 $59,218 132,000 10,000 $12,735
of the Company and President 1995 267,800 28,253 10,000 13,185
and Chief Executive Officer of 1994 251,633 105,020 123,500 10,000 15,848
Sta-Rite
Joseph P. Wenzler, Vice President, 1996 272,050 $120,296 99,000 7,500 $12,382
Treasurer and Chief Financial 1995 261,850 106,700 7,500 11,974
Officer of the Company; Vice 1994 252,650 69,800 92,625 7,500 15,498
President and Chief Financial
Officer of Wisconsin Gas;
Secretary and Treasurer of
SHURflo and Hypro; and Vice
President and Treasurer of
WICOR Energy and FieldTech (5)
Robert A. Nuernberg, Secretary 1996 142,750 $49,125 26,400 2,000 $7,138
of the Company WICOR 1995 138,000 48,307 2,000 6,900
Energy and FieldTech; Vice 1994 133,000 7,000 24,700 2,000 9,516
President-Corporate Relations
and Secretary of Wisconsin Gas (5)
</TABLE>
<PAGE> 13
(1) The aggregate amount of personal benefits provided by the Company and its
subsidiaries to the 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.
(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, 1996,
were as follows: Mr. Wardeberg, 14,000 shares, $502,250; Messrs.
Schrader and Donnelly, 8,000 shares, $287,000; Mr. Wenzler, 6,000 shares,
$215,250; and Mr. Nuernberg, 1,600 shares, $57,400. The restricted stock
vests three years after issuance provided the Company's three-year total
return to shareholders exceeds a pre-established goal. Holders of shares
of restricted stock are entitled to receive dividends on such shares. The
numbers of shares of restricted stock held by the named officers on
February 28, 1997, are set out in footnote 3 to the Security Ownership of
Management and Certain Beneficial Owners table.
(3) The amounts shown in this column for 1996 are comprised of the following
items: Company contributions to 401(k) and supplemental savings plans:
Mr. Wardeberg, $17,250; Mr. Schrader, $13,126; Mr. Donnelly, $12,601; Mr.
Wenzler, $12,382; and Mr. Nuernberg, $7,138. Above market earnings on
deferred compensation: Mr. Donnelly, $134.
(4) On February 1, 1994, Mr. Wardeberg was elected President and Chief
Executive Officer of the Company and Chairman of Wisconsin Gas, Sta-Rite
and SHURflo. He was elected Chairman of Hypro and WICOR Energy in 1995
and FieldTech in 1996.
(5) These executive officers were elected to their positions with SHURflo in
1993, Hypro and WICOR Energy in 1995, and FieldTech in 1996.
<PAGE> 14
Stock Option Information
The Company has in effect equity plans pursuant to which options to
purchase Common Stock may be granted to key employees (including executive
officers) of the Company and its subsidiaries. The following tabulation sets
forth information regarding grants of options made by the Company in 1996 to
the executive officers named in the Summary Compensation Table. No SARs were
awarded in 1996.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN 1996 FISCAL YEAR
Individual Grants
- ---------------------------------------------------------------------------------
Number of Percent of Total
Sec. Under Options Granted Exercise Grant Date
Opt./SARs to Employees or Base Expiration Present
Name Granted (#)(1) in Fiscal Year Price ($/sh.) Date Value(2)
- ------------------- -------------- ---------------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
George E. Wardeberg 20,000 12.3 $ 33.00 2/20/06 $ 76,600
Thomas F. Schrader 10,000 6.1 33.00 2/20/06 38,300
James C. Donnelly 10,000 6.1 33.00 2/20/06 38,300
Joseph P. Wenzler 7,500 4.6 33.00 2/20/06 28,725
Robert A. Nuernberg 2,000 1.2 33.00 2/20/06 7,660
</TABLE>
(1) The options reflected in the table (which are nonstatutory stock options
for purposes of the Internal Revenue Code) were granted on February 20,
1996 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 and an
average life of 5.64 years; (b) a risk-free interest rate of 4.97%; (c)
volatility (variance of rate of return) of 16.4%; and (d) a dividend yield of
4.97%. 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
<PAGE> 15
The following tabulation sets forth information regarding the exercise of
stock options during 1996 and the unexercised options held at December 31,
1996, by each of the executive officers named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN 1996 FISCAL YEAR,
AND FY-END OPTION/SAR VALUES
Numbers of
Securities Underlying Value of Unexercised
Unexercised Options/ In-the-Money Options/
Shares SARs at FY-End (#) SARs at FY-End ($)
Acquired ----------------------- ------------------------
on Exercise Realized Unexer- Unexer-
Name (#) ($) Exercisable cisable Exercisable cisable
- ------------------- ----------- -------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
George E. Wardeberg 0 $ 0 19,500 40,000 $ 129,156 $ 198,125
Thomas F. Schrader 3,000 43,594 83,424 20,001 1,050,624 97,089
James C. Donnelly 4,500 90,984 55,649 24,501 687,185 181,886
Joseph P. Wenzler 0 0 80,250 15,000 1,061,646 72,813
Robert A. Nuernberg 3,000 54,281 31,849 4,001 437,754 19,424
</TABLE>
<PAGE> 16
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 $ 38,966 $ 58,449 $ 77,932 $ 89,173 $ 92,173
250,000 48,866 73,299 97,732 111,823 115,573
300,000 58,766 88,149 117,532 134,473 138,973
350,000 68,666 102,999 137,332 157,123 162,373
400,000 78,566 117,849 157,132 179,733 185,773
450,000 88,466 132,699 176,932 202,423 209,173
500,000 98,366 147,549 196,732 225,073 232,573
</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 7, 18, 9, 22 and
27 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
<PAGE> 17
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.
The Company has entered into an executive trust agreement with Marshall
& Ilsley Trust Company to provide a means of segregating assets for the
payment of these benefits (as well as benefits under the Company's
supplemental retirement plan), subject to the claims of the Company's
creditors. Such trust is only nominally funded until the occurrence of a
potential change of control.
Agreements With Certain Executive Officers
The Company has agreements with Messrs, Wardeberg, Schrader, Donnelly
and Wenzler that provide that each such executive officer is entitled to
benefits if, following a "change of control" (as such term is defined in the
agreements), the officer's employment is ended through (i) termination by
the Company, other than by reason of death or disability or for cause (as
defined in the agreements), or (ii) termination by the officer following the
first anniversary of the change in control or due to a breach of the
agreement by the Company or a significant change in the officer's
responsibilities. In general, the benefits provided are: (i) a cash
termination payment of up to three times the sum of the executive officer's
annual salary and his highest annual bonus during the three years before the
termination, (ii) supplemental pension benefits,(iii) continuation of
equivalent hospital, medical, dental, accident, disability and life
insurance coverage as in effect at the time of termination, and (iv)
outplacement services. The agreements also provide the foregoing benefits
in connection with certain terminations that are effected in anticipation of
a change of control. Each agreement provides that if any portion of the
benefits under the agreement or under any other agreement for the officer
would constitute an "excess parachute payment" for purposes of the Internal
Revenue Code, benefits will be reduced so that the officer will be entitled
to receive $1 less than the maximum amount which he could receive without
becoming subject to the 20% excise tax imposed by the Code, or which the
Company may pay without loss of deduction under the Code.
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
<PAGE> 18
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> 19
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.
For 1997, the Compensation Committee has approved a modification in the
annual incentive plan to further strengthen the relationship between awards
earned under the Plan and increase in shareholder value. Beginning in 1997,
corporate and business unit earnings goals will incorporate a return on
capital component. Individual performance objectives will continue to be
measured in determining actual awards.
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
<PAGE> 20
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.
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 1996 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. Restricted stock grants were made in the
targeted amounts
<PAGE> 21
Compensation of the Chief Executive Officer
For 1996, the Compensation Committee increased the base salary of
George E. Wardeberg, the Company's Chief Executive Officer, by $25,000 or
6.7% effective April 1, 1996. The increase reflects his overall
performance, as demonstrated by record earnings for the Company in 1995, an
increase in earnings per share of 17% and a total return of 20%, along with
his position in the salary range. The increase sets Mr. Wardeberg's salary
in the second quartile of the range targeted by the Compensation Committee.
The Compensation Committee awarded Mr. Wardeberg 20,000 nonstatutory
stock options in 1996. 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 1996 was $217,638 or
55% of his salary as compared to a target of 50% of salary. This award
reflects Mr. Wardeberg's significant contributions to the Company during
1996. The Company's financial objectives were met with net earnings and
earnings per share increasing 18% and 10%, respectively. WICOR also
outperformed its industry peers 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.
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 Committe
<PAGE> 22
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 *
Among WICOR, Inc., S&P 500 Index
and PaineWebber Gas Distribution Utility Index
Measurement Period - FYE
Measurement Point - December 31, 1991
1991 1992 1993 1994 1995 1996
-------- -------- -------- -------- -------- --------
WICOR $100 $119 $145 $138 $165 $193
S&P 500 $100 $108 $119 $120 $165 $203
Industry** $100 $119 $135 $118 $153 $182
* Includes Reinvested Dividends
** PaineWebber Gas Distribution Utility Index
<PAGE> 23
SHAREHOLDER PROPOSALS
Proposals which shareholders of the Company intend to present at the 1998
Annual Meeting of Shareholders must be received by the Company by the close
of business on November 14, 1997.
OTHER MATTERS
Arthur Andersen LLP was retained as the Company's independent auditors
for the year ended December 31, 1996 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, 1997. 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, 1997, an annual report on Form 10-K for the fiscal year
ended December 31, 1996. 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 13, 199
<PAGE> 24
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:
Willie D. Davis, Guy A. Osborn and William B. Winter
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)
-------------------------------------------
. . . . . . . . . . . . . . . . . . . . . .
. .
. .
. .
. .
. . 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.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<PAGE> 25
FOLD AND DETACH HERE
March 13, 1997
Dear WICOR Shareholder:
Enclosed is a notice of WICOR's annual shareholders meeting, coming up
April 24, 1997, in Milwaukee. Also enclosed is a proxy statement and voting
authorization card. You have already received a copy of the 1996 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 21, 1997, 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
YOUR VOTE IS IMPORTANT. TO ASSURE YOUR REPRESENTATION AT THE WICOR
SHAREHOLDERS ANNUAL MEETING, MARK YOUR VOTES ON THE ENCLOSED VOTING
AUTHORIZATION CARD, DATE IT, SIGN IT EXACTLY AS YOUR NAME APPEARS AND RETURN
IT TODAY IN THE ENCLOSED ENVELOPE.
<PAGE> 26
--- (BACKSIDE OF VOTER AUTHORIZATION FORM) ---
WICOR
VOTING AUTHORIZATION
The undersigned acknowledges receipt of the WICOR, Inc. Annual Report for
1996 and the proxy solicitation material relative to the Annual Meeting of
Shareholders of WICOR, Inc. to be held April 24, 1997. As to my interest in
the Common Stock of WICOR, Inc. held by Marshall and Ilsley Trust Company,
the Trustee under the WICOR, Inc. Master Savings Trust, 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 24, 1997.
(continued on the reverse side)
<PAGE> 27
APPENDIX II
/X/ Please mark your
votes as indicated
WICOR in this example
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:
Willie D. Davis, Guy A. Osborn and William B. Winter
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.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<PAGE> 28
FOLD AND DETACH HERE
March 13, 1997
Dear WICOR Shareholder:
We're pleased to send you the enclosed 1996 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 24, 1997. 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 1996 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 24.
Sincerely,
George E. Wardeberg
President and Chief Executive Office
<PAGE> 29
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 24, 1997, 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 24, 1997.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
Map of downtown Milwaukee, Wisconsin, showing
location of annual meeting and the routes to take within
Milwaukee and from Chicago, Green Bay and Madison.
