<PAGE>
<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as
permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
WICOR, Inc.
-----------------------------------------------
(Name of Registrant as Specified in its Charter)
- -----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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 22, 1999
To the Shareholders of
WICOR, Inc.:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of WICOR,
Inc. will be held Thursday, April 22, 1999, 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 two directors to hold office until the 2002 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 or
postponement thereof.
The close of business Monday, February 22, 1999, 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 or postponement
thereof.
A proxy and Proxy Statement are enclosed herewith.
By Order of the Board of Directors
Robert A. Nuernberg
Secretary
March 15, 1999
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 22, 1999
This Proxy Statement is being furnished to shareholders by the Board of
Directors of WICOR, Inc. (the "Company") beginning on or about March 15, 1999,
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 22, 1999, at 2:00 P.M.(local
time), at the Italian Community Center, 631 East Chicago Street, Milwaukee,
Wisconsin, and at all adjournments or postponements 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 or postponement thereof. A properly executed
proxy will be voted as directed therein by the shareholder.
Only holders of record of the Company's Common Stock, $1 par value
("Common Stock"), at the close of business on February 22, 1999, are entitled
to vote at the Annual Meeting and at any adjournment thereof. On that date,
the Company had outstanding and entitled to vote 37,398,094 shares of Common
Stock. The record holder of each outstanding share of Common Stock is
entitled to one vote per share. Share and per share amounts set forth in this
Proxy Statement, have been adjusted to reflect the 2-for-1 stock split that
was effective May 29, 1998.
The Company is a holding company. Its principal subsidiaries include
Wisconsin Gas Company ("Wisconsin Gas"), WICOR Industries, Inc. ("WICOR
Industries"), 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
Stuart W. Tisdale, retired chief executive officer of the Company and a
director for 19 years, and William B. Winter, a director for 20 years, have
reached mandatory retirement age and will be retiring coincident with the
Annual Meeting. The Board extends its thanks to Messrs. Tisdale and Winter
for the valuable contributions they have made to the Company throughout their
tenures. The Board has determined not to replace the retiring directors at
this time. Accordingly, the number of directors on the Board will be reduced
to eight effective with the Annual Meeting. 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 two
directors to hold office until the 2002 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, shares not voted, whether due to abstentions or
otherwise, have no impact on the election of directors. However, abstentions
are counted in determining whether a quorum is present at the meeting.
<PAGE>
<PAGE> 4
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 either of the listed
nominees will be unable or unwilling to continue to serve as a director if
elected. However, in the event that a 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 sets forth information regarding the two nominees for
election as directors and the six continuing directors. Except as otherwise
noted, each such person has engaged in the principal occupation or employment
and held the offices shown for at least the past five years.
=============================================================================
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
For Three-Year Terms Expiring April, 2002
=============================================================================
JERE D. McGaffey Mr. McGaffey, 63, 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.
(1) Foley & Lardner was retained in 1998 by the Company and its subsidiaries
to provide legal services and has been similarly retained in 1999.
THOMAS F. SCHRADER Mr. Schrader, 49, is President and
Director since 1988. Chief Operating Officer of the Company
and Vice Chairman of its subsidiaries.
He was elected to those positions in
1997 and 1998, respectively.
Previously, he served as Vice President
of the Company and President and Chief
Executive Officer of Wisconsin Gas,
WICOR Energy and FieldTech from 1988 to
1997 Mr. Schrader is a director of
Firstar Bank Milwaukee, N.A.
==============================================================================
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Terms Expiring April, 2000
==============================================================================
WILLIE D. DAVIS Mr. Davis, 64, is President, Chief
Audit (Chairman) and Executive Officer and a director of All
Compensation Committees Pro Broadcasting, Inc., which owns and
Director since 1988. Operates radio stations in Los Angeles
and Milwaukee. Mr. Davis is a director
of Alliance Bank, Bassett Furniture
Industries Inc., The Dow Chemical Co.,
Johnson Controls, Inc., Kmart Corp.,
MGM Grand Inc., Metro-Goldwyn-Mayer,
Inc., Rally's Hamburgers, Inc., Sara
Lee Corporation and Strong Capital
Management, Inc.
<PAGE>
<PAGE> 5
GUY A. OSBORNE Mr Osborne, 63, retire as Chairman of
Compensation (Chairman) Foods Corporation, an international
and Retirement Plans manufacturer and marketer of value-
Investment Committees added food products, in 1997. He is a
Director since 19878 director of Fleming Companies, Inc.,
and is a Trustee of The Northwestern
Mutual Life Insurance Company.
==============================================================================
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Terms Expiring April, 2001
==============================================================================
WENDELL F. BUECHE Mr. Bueche, 68, retired as Chairman of
Audit and Compensation IMC Global, Inc., a producer and
Committees marketer of crop nutrients in 1998. He
Director since 1984 served as Chairman of IMC from 1997 to
1998, as Chairman and Chief Executive
Officer from 1994 to 1997, and as
President and Chief Executive Officer
from 1993 to 1994. Mr. Bueche is a
director of IMC Global, Marshall &
Ilsley Corporation and M&I Marshall
DANIEL F McKEITHAN, JR. Mr. McKeithan, 63, 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
Director since 1989 wells. Since 1995, he has also been
President and Chief Executive Officer
of SeisTech Development, Inc., an oil
and gas exploration and development
company. 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, 63, is Chairman and
Nominating Committee Chief Executive Officer of the Company
Director since 1992 and Chairman of its subsidiaries. He
was elected Chairman and Chief
Executive Officer of the Company in
1997. Previously, he was President and
Chief Executive Officer of the Company
from 1994 to 1997. He has held his
positions with Wisconsin Gas, Sta-Rite
and SHURflo since 1994; with Hypro and
WICOR Energy since 1995; and with
FieldTech since 1996. He is a director
of M&I Marshall & Ilsley Bank, M&I Data
Services, and Twin Disc, Inc.
ESSIE M. WHITELAW Ms. Whitelaw, 50, is Vice President -
Nominating and Retirement National Business Development and
Plans Investment Committees Government Employee Services of Blue
Director since 1992 Cross & Blue Shield United of
Wisconsin, a comprehensive health care
insurer. She has held that position
since 1997. Previously, she served as
President and Chief Operating Officer
of Blue Cross & Blue Shield United from
1992 to 1997. She is a director of
Universal Foods Corporation.
<PAGE>
<PAGE> 6
THE BOARD RECOMMENDS A VOTE "FOR" ALL NOMINEES FOR ELECTION AS DIRECTORS, ITEM
NO. 1. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
SHAREHOLDERS SPECIFY A DIFFERENT CHOICE.
THE BOARD OF DIRECTORS
General
- -------
The Board held ten meetings in 1998. 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 Plans Investment Committees.
The Audit Committee held two meetings in 1998. 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 1998. The committee's
functions include recommending those persons to be nominated by the Board for
election as directors of the Company at the next Annual Meeting of Share-
holders and recommending the person to fill any unexpired term on the Board
which may occur. The committee will consider nominees recommended by share-
holders, but has no established procedures which must be followed to make
recommendations.
The Compensation Committee held three meetings in 1998. 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 1992 Director Stock Option Plan, the Director Deferred Stock
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.
The Retirement Plans Investment Committee held two meetings in 1998. The
committee's functions include generally overseeing the management of Company
and subsidiary retirement and other employee benefit and welfare plans. The
committee determines investment policy, selects the trustees and investment
managers, and monitors and evaluates the performance of the trustees and
investment managers. The committee also recommends to the Board changes in
plan design.
Compensation of Directors
- -------------------------
The Company's director compensation program is designed to provide
compensation at a competitive level and tie a substantial portion of the
directors' compensation to the performance of the Company's stock. Only non-
employee directors receive compensation for service as directors.
<PAGE>
<PAGE> 7
Cash Compensation. The Company pays its directors the following cash
compensation: an annual retainer fee of $6,000, $600 for each Board meeting
they attend and, effective February 1, 1999, $1,000 for each Board committee
meeting they attend. 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 non-employee directors an annual cash retainer fee of $4,000, and
$600 for each Board meeting they attend. 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.
Deferred Compensation. The Company and Wisconsin Gas have identical
deferred stock plans for directors. Under the deferred stock plans, each
director receives on January 1 of each year, 1,114 deferred stock units (668
from the Company and 446 from Wisconsin Gas). Each stock unit has an economic
value equivalent to a share of Common Stock. As of December 31, 1998, these
deferred stock units had a value of $24,299 based on the price of a share of
Common Stock on that date ($21.825). Each deferred stock unit is 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 (for itself and on behalf of Wisconsin Gas) 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, neither the Company nor Wisconsin Gas intends to fund its future
payment obligations under its deferred stock plan.
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.
Stock Options. Directors participate in the 1992 Director Stock Option
Plan, pursuant to which options to purchase 4,000 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 25, 1998, Messrs. Bueche,
Davis, McGaffey, McKeithan, Osborn, Tisdale and Winter and Ms. Whitelaw each
received an option to purchase 4,000 shares of Common Stock at a per-share
exercise price of $23.55. 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 23, 1999, an option to
purchase an additional 4,000 shares of Common Stock was granted to each
director at a per-share exercise price of $19.94.
<PAGE>
<PAGE> 8
SECURITY OWNERSHIP OF MANAGEMENT
The following tabulation sets forth the number of shares of Common Stock
beneficially owned, as of February 28, 1999, by each director and nominee,
each executive officer named in the Summary Compensation Table, and all
directors and executive officers as a group. The tabulation also reflects the
number of deferred stock units held by each such person.
Amount and Nature
Name of of Beneficial Percent of Deferred Stock
Beneficial Owner Ownership (1) (2) (3) Class (4) Units (5)
- ---------------------- --------------------- --------- ---------------
Wendell F. Bueche 32,140 - 13,550
Willie D. Davis 29,097 - 9,301
James C. Donnelly 199,636 - -
Bronson J. Haase 63,333 - -
Jere D. McGaffey 34,597 - 10,255
Daniel F. McKeithan, Jr. 30,000 - 9,241
Guy A. Osborn 32,000 - 10,777
Thomas F. Schrader 319,385 - -
Stuart W. Tisdale 184,162 (6) (7) - 9,867
George E. Wardeberg 287,800 (8) - -
Joseph P. Wenzler 309,770 (9) - -
Essie M. Whitelaw 28,000 - 4,052
William B. Winter 33,176 (10) (11) - 14,130
All directors and
executive officers as
a group (16 persons) 1,751,152 4.7% 81,173
(1) Except as otherwise noted in the footnotes to the table, each beneficial
owner exercises sole voting and investment power with respect to the
shares shown as owned beneficially.
(2) Includes the following numbers of shares covered under options exercisable
as of or within 60 days of February 28, 1999: Mr. Donnelly, 168,967; Mr.
Haase, 63,333; Mr. Schrader, 210,983; Mr. Wardeberg, 193,333; Mr. Wenzler,
184,633; Messrs. Bueche, Davis, McGaffey, McKeithan, Osborn and Winter and
Ms. Whitelaw, 28,000 each; Mr. Tisdale, 24,000; and all directors and
executive officers as a group, 1,118,699.
(3) Includes the following numbers of shares of restricted stock over which
the holders have sole voting but no investment power: Mr. Donnelly,
6,000; Mr. Schrader, 8,000; Mr. Wardeberg, 14,400; and Mr. Wenzler, 6,000;
and all directors and executive officers as a group, 37,800. The
restricted stock vests three years after grant if the Company's total
return to shareholders for the three-year period exceeds a pre-established
goal. However, reflecting the fact that Mr. Wardeberg is approaching
retirement, he will receive a percentage of the shares granted in 1998 and
1999 that otherwise would vest at the end of the three-year period equal
to 1/36 for each month he remains employed beginning January 1, 1998 and
1999, respectively. Any restricted shares from the 1998 and 1999 grants
that are not vested at the time of his retirement will be forfeited.
(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 plans and the
deferred compensation plan discussed under "Compensation of Directors -
Deferred Compensation".
(6) Includes 9,704 shares owned by Mr. Tisdale's spouse.
(7) Mr. Tisdale will retire from the Board effective with the Annual Meeting.
(8) Includes 8,600 shares owned jointly by Mr. Wardeberg and his spouse.
<PAGE>
<PAGE> 9
(9) Includes 1,052 shares owned by Mr. Wenzler's spouse.
(10) Includes 5,176 shares owned by Mr. Winter's spouse.
(11) Mr. Winter will retire from the Board effective with the Annual Meeting.
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 1998 and each of the Company's four other most highly
compensated executive officers whose total cash compensation exceeded $100,000
in 1998.
<PAGE>
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
---------------------------- --------------------------
Securities
Restricted Underlying All Other
Name and Principal Stock Options/ Compensation
Position Year Salary ($) Bonus ($) Awards ($)(1) SARs (#) ($) (2)
- ------------------------------ ---- ---------- --------- ------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
George E. Wardeberg, Chairman 1998 $ 500,000 $136,232 $ 169,089 200,000 $ 21,600
and Chief Executive Officer 1997 $ 440,833 $185,200 40,000 $ 19,233
of the Company and its sub- 1996 $ 393,750 $217,638 $ 264,500 40,000 $ 17,250
sidiaries (3)(7)
Thomas F. Schrader, President 1998 $ 360,500 $ 81,852 $ 93,939 60,000 $ 16,020
and Chief Operating Officer 1997 $ 321,616 $144,700 20,000 $ 14,465
of the Company and Vice 1996 $ 290,650 $177,903 $ 132,250 20,000 $ 13,126
Chairman of certain of its
subsidiaries(4)
James C. Donnelly, Vice-Pres- 1998 $ 301,175 $155,852 $ 70,454 40,000 $ 16,537
ident of the Company and 1997 $ 287,250 $ 78,000 20,000 $ 14,775
President and Chief Execu- 1996 $ 277,525 $ 59,218 $ 132,000 20,000 $ 12,735
tive Officer of Sta-Rite
Joseph P. Wenzler, Senior 1998 $ 303,850 $ 62,092 $ 70,454 7,500 $ 13,754
Vice President and 1997 $ 286,825 $ 96,400 7,500 $ 13,073
Chief Financial Officer 1996 $ 272,050 $120,296 $ 99,188 7,500 $ 12,382
of the Company and
Wisconsin Gas; Secretary
and Treasurer of SHURflo
and Hypro; and Vice-President
and Treasurer of WICOR
Energy and FieldTech (5)(7)
Bronson J. Haase, Vice 1998 $ 278,750 $ 41,813 40,000 $ 7,797
President of the Company and 1997 - - 200,000 -
President and Chief Executive 1996 - - - -
of Wisconsin Gas, WICOR
Energy and FieldTech (6)
</TABLE>
<PAGE>
<PAGE> 11
(1) 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, 1998,
were as follows: Mr. Wardeberg, 23,200 shares, $506,050; Mr. Schrader,
12,000, $261,750; Mr. Donnelly, 11,000 shares, $239,938; and Mr. Wenzler,
9,000 shares, $196,313. The restricted stock vests three years after
issuance provided the Company's three-year total return to shareholders
exceeds a pre-established goal. However, reflecting the fact that Mr.
Wardeberg is approaching retirement, he will receive a percentage of the
shares that otherwise would vest at the end of the three-year period equal
to 1/36 for each month he remains employed beginning January 1, 1998. Any
restricted shares from the 1998 grant that are not vested at the time of
his retirement will be forfeited. 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, 1999, are
set out in footnote 3 to the Security Ownership of Management and Certain
Beneficial Owners table.
(2) The amounts shown in this column for 1998 are comprised of the following
items: Company contributions to 401(k) and supplemental savings plans:
Mr. Wardeberg, $21,600; Mr. Schrader, $16,020; Mr. Donnelly, $15,100; Mr.
Wenzler, $13,754; and Mr. Haase, $7,797. Above-market earnings on
deferred compensation: Mr. Donnelly, $1,437.
(3) On July 22, 1997, Mr. Wardeberg was elected Chairman and Chief Executive
Officer of the Company. He previously served as President and Chief
Executive Officer. He continues as Chairman of the Company's
subsidiaries.
(4) On July 22, 1997, Mr. Schrader was elected President and Chief Operating
Officer of the Company. He previously served as Vice President. On
December 16, 1997, Mr. Schrader was elected Vice Chairman of Wisconsin
Gas, WICOR Energy and FieldTech. He previously served as President and
Chief Executive Officer of those subsidiaries. On April 23, 1998, Mr.
Schrader was elected Vice Chairman of Sta-Rite, SHURflo and Hypro.
(5) On May 1, 1998, Mr. Wenzler was elected Senior Vice President and Chief
Financial Officer of the Company and Wisconsin Gas. He previously served
as Senior Vice President, Treasurer and Chief Financial Officer of the
Company and Vice President, Treasurer and Chief Financial Officer of
Wisconsin Gas. He continues in his positions with the Company's other
subsidiaries.
(6) On December 31, 1997, Mr. Haase was elected Vice President of the Company
and President and Chief Executive Officer of Wisconsin Gas, WICOR Energy
and FieldTech. He previously served as President and Chief Executive
Officer of Ameritech Wisconsin (formerly Wisconsin Bell) from June 1993 to
December 1997.
(7) These executive officers were elected to their positions with SHURflo in
1993, Hypro and WICOR Energy in 1995, and FieldTech in 1996.
<PAGE>
<PAGE> 12
Stock Option Information
------------------------
The Company has in effect benefit 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 1998 to
the executive officers named in the Summary Compensation Table. No SARs were
awarded in 1998.
OPTION/SAR GRANTS IN 1998 FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
- ---------------------------------------------------------------------------------
Number of Sec. Percent of Total Grant
Underlying Options Granted Exercise or Date
Options/SARs to Employees Base Expiration Present
Name Granted (#) (1) in Fiscal Year Price ($/sh.) Date Value (2)
- ------------------- --------------- ---------------- ------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
George E. Wardeberg 200,000 27.5 $ 23.625 2/17/08 $718,000
Thomas F. Schrader 60,000 8.3 $ 23.625 2/17/08 $215,400
James C. Donnelly 40,000 5.5 $ 23.625 2/17/08 $143,600
Joseph P. Wenzler 40,000 5.5 $ 23.625 2/17/08 $143,600
Bronson J. Haase 40,000 5.5 $ 23.625 2/17/08 $143,600
</TABLE>
(1) The options reflected in the table (which are nonstatutory stock options
for purposes of the Internal Revenue Code) were granted on February 17,
1998 and vest one-third each year beginning February 17, 1999. However,
reflecting the fact that Mr. Wardeberg is approaching retirement, his
award vests one-third on February 17, 1999, one-third on February 17,
2000, and one-third on the earlier of February 17, 2001 or his retirement.
(2) Amounts in this column were calculated using the Black-Scholes option
pricing model. The model assumes: (a) an option term of 10 years and an
average life of 5.64 years; (b) a risk-free interest rate of 5.29%; (c)
volatility (variance of rate of return) of 15.10%; and (d) a dividend
yield of 3.6%. The actual value, if any, that an optionee may realize
upon exercise will depend upon the excess of the price of the Common Stock
over the option exercise price on the date that the option is exercised.
There is no assurance that the value received by the optionee will be at
or near the value estimated by the Black-Scholes model.
<PAGE>
<PAGE> 13
The following tabulation sets forth information regarding the exercise of
stock options during 1998 and the unexercised options held at December 31,
1998, by each of the executive officers named in the Summary Compensation
Table.
AGGREGATED OPTION/SAR EXERCISES IN 1998 FISCAL YEAR,
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Numbers of
Securities Underlying Value of Unexercised
Unexercised Options/ In-the-Money Options/
Shares SARs at FY-End (#) SARs at FY-End ($)
Acquired on Value ------------------------- -------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
George E. Wardeberg 9,000 $ 96,268 100,000 240,000 $ 623,541 $ 183,322
Thomas F. Schrader 9,200 $ 107,525 197,649 80,001 $1,868,919 $ 91,669
James C. Donnelly 0 $ 0 160,299 60,001 $1,473,935 $ 91,669
Joseph P. Wenzler 9,200 $ 102,063 181,300 55,000 $1,762,234 $ 68,750
Bronson J. Haase 0 $ 0 50,000 190,000 $ 0 $ 0
</TABLE>
<PAGE>
<PAGE> 14
Pension and Retirement Plans
- ----------------------------
The Company and its subsidiaries maintain pension and retirement plans
in which the executive officers and other employees participate. The Company
and its subsidiaries 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.
Effective January 1, 1998, the basic pension plan was amended to restate
the benefit accrual using a "cash balance" formula. Under a cash balance
pension plan, a participant's benefit is based on an annual accrual of a
percentage of current year's compensation, with such annual accruals being
combined and adjusted by an earnings factor. The actual pension benefit is
then determined by converting such lump sum balance into an equivalent annuity
value.
The Company's cash balance formula provides an annual accrual of 6% of
salary and bonus, with a guaranteed earnings rate of 4%. In its discretion,
the Company may amend the plan from year to year to grant a higher earnings
rate for the applicable year. In order to recognize the pre-1998 service and
compensation of participants as of January 1, 1998, the plan grants each such
participant a special transition credit. In addition, in order to protect
such existing participants, the revised pension plan guarantees that for
employment through December 31, 2007, the benefit accrual will not be less
under the new cash balance formula than under the pre-1998 final average
earnings formula.
The plan's actuaries project that for most long-service employees the
revised cash balance formula will provide substantially equivalent benefits
commencing at age 65 as under the pre-1998 "final average earnings" formula.
The plan's actuaries have projected the ultimate benefits for the named
executive officers. Such projection is subject to the applicable earnings
rate that is applied from time to time to the cash balance account and to
future interest rates. Because of the ten-year guarantee until the end of
2007, the actuaries project that the pre-1998 final average earnings formula
will provide the better benefit for Messrs. Wardeberg, Wenzler and Donnelly
and the revised cash balance formula will provide the better benefit for
Messrs. Schrader and Haase.
<PAGE>
<PAGE> 15
The following tabulation sets forth estimated annual retirement benefits
payable under the pension plans, as supplemented, for Messrs. Wardeberg,
Wenzler and Donnelly. It is based on the final average earnings formula for
the indicated levels of final average earnings with various periods of
credited service. Benefits reflected in the table are based on a straight life
annuity and an assumed age of 65. 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.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service
--------------------------------------------------------------
Remuneration 10 15 20 25 30
- ------------ ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 400,000 $ 78,484 $ 117,726 $ 156,968 $ 179,684 $ 185,684
$ 500,000 $ 98,384 $ 147,426 $ 196,568 $ 224,984 $ 232,484
$ 600,000 $ 118,084 $ 177,126 $ 236,168 $ 270,284 $ 279,284
For Messrs. Schrader and Haase, using a 4% earnings assumption for the
cash balance formula and assuming continuation of compensation as defined in
the plan at the level paid in 1998, the actuaries project estimated annual
benefits under the pension plan, as supplemented, payable upon retirement at
normal retirement age of 65 of $240,534 and $21,896, respectively.
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 Haase have 9, 20, 11, 24 and 1
years, respectively, of credited service under the pension plan. Pursuant to
a supplemental retirement plan, Mr. Schrader will receive a supplemental
retirement benefit of $25,000 per year for 15 years beginning at age 65,
payable in monthly installments.
A retired executive officer (other than Mr. Haase)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 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 plans), subject to the claims of the Company's
creditors. Such trust is only nominally funded until the occurrence of a
potential change of control.
<PAGE>
<PAGE> 16
Agreements With Certain Executive Officers
- ------------------------------------------
The Company has agreements with Messrs. Wardeberg, Schrader, Donnelly,
Wenzler and Haase 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.
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.
Actual compensation earned by an executive may exceed the market median
for above average performance and be less than median for performance
that is below expectation.
>> 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.
<PAGE>
<PAGE> 17
>> In business units where an all-employee bonus or profit-sharing program
exists, a portion of each executive's incentive compensation is
determined on the same criteria.
>> The focus on enhancement of shareholder value is accomplished by tying a
significant portion of total pay to performance of the Company's stock.
In assessing executive performance and pay, the members of the
Compensation Committee consider and weigh in their judgment factors outside
the formal incentive plans. These factors include operational and financial
measures not specifically incorporated in the incentive plans, and actual
performance in dealing with unanticipated business conditions during the year.
The Compensation Committee believes such factors should be considered in
addition to the more formalized factors to assess and reward executive
performance properly.
Base salary midpoints, annual incentive targets and long-term incentive
grants are set based on a competitive analysis conducted by the independent
compensation consultant. As indicated above, compensation opportunities, by
component and in the aggregate, are set at or near the 50th percentile of
competitive practice for comparably sized organizations. Rates for the gas
utility positions are set using survey sources from the utility industry.
There is substantial overlap between the companies in these surveys and the
companies used in the peer company index in the Performance Graph. Rates for
the nonutility positions are set using survey sources from general industry;
there is no overlap with the Performance Graph peer companies here.
Components of Compensation
--------------------------
Base salary. The Compensation Committee targets salary range midpoints
as indicated above. Individual salaries range above and below the midpoint
based upon an individual's past and current performance, and expectations for
future performance. The factors considered in this review are job specific
and vary depending on the individual's position. There is no specific
weighting given to these factors.
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 60% of base salary. The plan is designed to compensate the officers
primarily on a formula basis. For the Chief Executive Officer, Chief
Operating Officer and the Chief Financial Officer, the formula bases 75% of
the targeted award on the Company's return on capital and 25% on individual
performance objectives. The return on capital calculation is further modified
by performance against earnings per share growth. For Company Vice
Presidents, who are also the subsidiary presidents, the formula bases 75% of
the targeted award on the subsidiary's return on capital and 25% on individual
performance objectives. The return on capital calculation is further modified
by performance against sales growth for Sta-Rite and by performance against
rate comparison, customer service, safety and cost effectiveness criteria for
Wisconsin Gas. 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.
<PAGE>
<PAGE> 18
Long-term incentive plan. The Company's long-term incentive
compensation plan provides for annual awards of stock options and performance-
based restricted stock. The plan splits an officer's long-term incentive
opportunity approximately 75% and 25% (based on value) between stock options
and performance-based restricted stock, respectively. 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 and individual circumstances;
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 a per share exercise
price equal to the fair market value of a share of Common Stock 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.
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 capital, 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 weight 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 1998 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>
<PAGE> 19
Compensation of the Chief Executive Officer
-------------------------------------------
The Compensation Committee increased the base salary of George E.
Wardeberg, the Company's Chairman and Chief Executive Officer, by $40,000 or
8.5% effective April 1, 1998. The increase reflects his overall performance,
as demonstrated by record earnings for the Company in 1997, an increase in
earnings per share of 5% and a total return of 35%, along with his position in
the salary range. The increase set Mr. Wardeberg's salary in the third
quartile of the range targeted by the Compensation Committee.
The Compensation Committee awarded Mr. Wardeberg 200,000 nonstatutory
stock options in 1998. This award has special vesting terms as follows: one-
third on February 17, 1999; one-third on February 17, 2000; and one-third on
the earlier of February 17, 2001 or his retirement. The number of options
awarded was two times the targeted number established in the long-term
incentive compensation plan. This increase reflects Mr. Wardeberg's
anticipated retirement in the next several years. As a result, Mr. Wardeberg
will not receive an award of nonstatutory stock options in 1999.
The Compensation Committee also awarded Mr. Wardeberg 7,200 shares of
performance-based restricted stock. The number of shares awarded was at the
targeted number established in the long-term incentive compensation plan, and
the shares will vest pro rata (1/36 for each month of employment beginning
January 1, 1998)should Mr. Wardeberg retire prior to December 31, 2000.
The annual incentive award to Mr. Wardeberg for 1998 was $136,232 or
27.2% of his salary as compared to a target of 60% of salary. This award
reflects Mr. Wardeberg's contributions to the Company during 1998. The less
than targeted incentive award was caused by certain financial objectives which
were not met. These included the Company's return on capital at 7.4%, less
than targeted at 8.5% and earnings per share decreasing by 9%, less than the
targeted growth of 10%. This was caused primarily by Wisconsin Gas' earnings
declining by 23% due to weather that was 16% warmer than normal for the year.
Despite the adverse impacts of the weather on utility earnings, manufacturing
net earnings were up 19%, setting another record and partially offsetting the
decline at the utility. The Company 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 many of his
personal objectives in the areas of growth, preserving the Company's financial
strength, and human resources which included a management succession plan.
The Compensation Committee exercised its judgment in determining the weight
accorded to his accomplishment of these personal objectives.
Compliance with Tax Regulations
-------------------------------
Under Section 162(m) of the Internal Revenue Code, the tax deduction by
corporate taxpayers, such as the Company, is limited with respect to the
compensation of certain executive officers unless such compensation is based
upon performance objectives meeting certain regulatory criteria or is
otherwise excluded from the limitation. The Compensation Committee currently
intends to qualify compensation paid to the Company's executive officers for
deductibility by the Company under Section 162(m) of the Code.
Guy A. Osborn, Chairman
Wendell F. Bueche
Willie D. Davis
Daniel F. McKeithan, Jr.
Members of the Compensation Committee
<PAGE>
<PAGE> 20
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 a peer group comprised of 30 U.S.
natural gas distribution utilities. The peer group formerly was published as
the PaineWebber Gas Distribution Utility Index. However, PaineWebber ceased
publication of the index in 1998. The Company has obtained the performance
information for the same peer group companies from an independent, but
unpublished source. The peer group companies are: AGL Resources Inc., Atmos
Energy Corp., Bay State Gas Co., Cascade Natural Gas Corp., Connecticut Energy
Corp., Consolidated Natural Gas Co., CTG Resources, Inc., Energen Corp.,
Equitable Resources, Inc., Indiana Energy, Inc., KN Energy, Inc., KeySpan
Energy Corp., Laclede Gas Co., MCN Energy Group Inc., National Fuel Gas Co.,
New Jersey Resources Corp., Nicor, Inc., Northwest Natural Gas Co., NUI Corp.,
ONEOK, Inc., Peoples Energy Corp., Piedmont Natural Gas Co., Inc., Providence
Energy Corp., Public Service Company of North Carolina, Inc., Questar Corp.,
South Jersey Industries, Inc., UGI Corp., Washington Gas Light Co., WICOR,
Inc., and Yankee Energy Systems, Inc. The information presented assumes that
all dividends were reinvested. The returns of each company have been weighted
based on such company's relative market capitalization.
[Performance graph will appear here.]
Total Return Comparison *
Value of $100 Invested Year-End 1993
1993 1994 1995 1996 1997 1998
-------- -------- -------- -------- -------- --------
WICOR $ 100 $ 95 $ 114 $ 133 $ 180 $ 176
S&P $ 100 $ 101 $ 139 $ 171 $ 228 $ 293
Industry $ 100 $ 86 $ 109 $ 130 $ 159 $ 144
* Includes Reinvested Dividends
<PAGE>
<PAGE> 21
SHAREHOLDER PROPOSALS
---------------------
Proposals which shareholders of the Company intend to present at the 2000
Annual Meeting of Shareholders and have included in the Company's proxy
statement relating to such meeting pursuant to Rule 14a-8 must be received by
the Company by the close of business on November 12, 1999. If the Company
receives notice of a shareholder proposal that is submitted other than
pursuant to Rule 14a-8 after January 29, 2000, the notice will be deemed
untimely and the persons named in proxies solicited by the Board of Directors
for the 2000 Annual Meeting may exercise discretionary voting power with
respect to such shareholder proposal.
OTHER MATTERS
-------------
Arthur Andersen LLP was retained as the Company's independent auditors
for the year ended December 31, 1998 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, 1999. 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, 1999, an annual report on Form 10-K for the fiscal year ended
December 31, 1998. 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 inten-
tion 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 and regular
employees of the Company and 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
/s/ Robert A. Nuernberg
-------------------------
Secretary
March 15, 199
<PAGE>
<PAGE> 22
APPENDIX B
WICOR
VOTING AUTHORIZATION
[X] Please mark your
votes as this
- ----------------------------------------------------------------------------
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 and Thomas F. Schrader.
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>
<PAGE> 23
FOLD AND DETACH HERE
March 15, 1999
Dear WICOR Employee Shareholder:
Enclosed is a notice of WICOR's annual shareholders meeting, coming up
April 22, 1999, in Milwaukee. Also enclosed is a proxy statement, voting
authorization card and WICOR 1998 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 plans, 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 22, 1999, 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
Chairman 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>
<PAGE> 24
--- (BACKSIDE OF VOTER AUTHORIZATION FORM) ---
WICOR
VOTING AUTHORIZATION
The undersigned acknowledges receipt of the WICOR, Inc. Annual Report for
1998 and the proxy solicitation material relative to the Annual Meeting of
Shareholders of WICOR, Inc. to be held April 22, 1999. 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 22, 1999.
(continued on the reverse side)
<PAGE>
<PAGE> 25
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:
Jere D. McGaffey and Thomas F. Schrader
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>
<PAGE> 26
FOLD AND DETACH HERE
March 15, 1999
Dear WICOR Shareholder:
We're pleased to send you the enclosed 1998 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 22, 1999. 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 1998 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 22.
Sincerely,
George E. Wardeberg
Chairman and Chief Executive Office
<PAGE>
<PAGE> 27
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 22, 1999, 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 22, 1999.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
Map of eastern downtown Milwaukee, Wisconsin, showing
location of annual meeting and the routes to take within
Milwaukee and from Chicago, Green Bay and Madison.
</TABLE>
