As filed with the Securities and Exchange Commission on November 17, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement
Under
THE SECURITIES ACT OF 1933
MADISON GAS AND ELECTRIC COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Wisconsin 39-0444025
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
133 South Blair Street
P.O. Box 1231, Madison, Wisconsin 53701-1231
(608) 252-7000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Gary J. Wolter, Esq.
Senior Vice President - Administration and Secretary
P.O. Box 1231, Madison, Wisconsin 53701-1231
(608) 252-7292
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
Jim L. Kaput
Sidley & Austin
One First National Plaza, Chicago, Illinois 60603
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box.
<PAGE>
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration number of the earlier effective registration
statement for the same offering. _____
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. _____
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount to maximum maximum Amount of
Title of securities to be offering aggregate registration
be registered registered price per offering fee (4)
(1)(2) share (3) price (3)
Common Stock ($8 par 1,000,000 $33.25 $33,250,000 $6,650
value) shares
(1) Pursuant to Rule 429 under the Securities Act of 1933, this
Registration Statement also includes 184,342 shares of
Common Stock, $8 par value, registered by the Registrant
under the Securities Act of 1933 in Registration Statement
No. 33-24115.
(2) Also registered hereby are such additional and
indeterminable number of shares as may become issuable due
to adjustments for charges resulting from stock dividends,
stock splits and similar charges.
(3) Estimated solely for the purpose of calculating the
registration fee and, pursuant to Rule 457(c) under the
Securities Act of 1933, based upon the average of the high
and low sale prices of the Common Stock, $8 par value, of
Madison Gas and Electric Company on the NASDAQ National
Market on November 15, 1995.
(4) The registration fee has been calculated pursuant to
Rule 457(c) under the Securities Act of 1933. Pursuant to
Rule 429 under the Securities Act of 1933, $1,179.79 was
previously paid by the Registrant in connection with the
registration of 184,342 shares of Common Stock, $8 par
value, registered by the Registrant under the Securities Act
of 1933 in Registration Statement No. 33-24115.
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus constituting part of this Registration Statement also
relates to 184,342 shares of Common Stock, $8 par value,
registered by the Registrant under the Securities Act of 1933 in
Registration Statement No. 33-24115 and this Registration
Statement constitutes Post-Effective Amendment No. 1 to such
Registration Statement.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY STATE.
Subject to completion, dated November 17, 1995
Prospectus
MADISON GAS AND ELECTRIC COMPANY
Investors Plus Plan
1,184,342 Shares
Common Stock $8 Par Value
Madison Gas and Electric Company (the "Company") hereby
offers participation in its Investors Plus Plan (the "Plan")
which amends and restates in its entirety the Madison Gas and
Electric Company Automatic Dividend Reinvestment and Stock
Purchase Plan. The Plan is designed to provide investors with a
convenient way to purchase shares of the Company's Common Stock,
$8 par value ("Common Stock"), and to reinvest all or a portion
of the cash dividends paid in Common Stock.
Participants in the Plan may:
- - Make a direct Initial Investment in Common Stock with a cash
payment of no less than $50 and no more than $25,000 per
account.
- - Increase their investment in Common Stock by making Optional
Cash Payments of no less than $25 per payment and no more
than $25,000 for each calendar quarter per account.
- - Reinvest all or a portion of cash dividends paid on Common
Stock registered in their names or on Common Stock credited
to their Plan accounts in additional shares of Common Stock.
- - Receive cash dividends on any or all shares of Common Stock
by check or electronic deposit to a designated account.
- - Receive, upon written request, certificates for whole shares
of Common Stock credited to their Plan account.
- - Sell Common Stock credited to their Plan account through the
Plan.
- - Deposit certificates representing shares of Common Stock
into the Plan for safekeeping.
<PAGE>
Shares acquired under the Plan will be either shares
purchased on the open market by an independent agent (the
"Agent") selected by the Company, newly issued shares, or
treasury shares. The purchase price of shares purchased on the
open market will be the weighted average purchase price,
including normal brokerage commissions, carried to four decimal
places, of shares acquired on the open market by the Agent. The
purchase price of newly issued shares or treasury shares will be
the average of the quoted closing prices, carried to four decimal
places, for the Common Stock as reported on the Nasdaq National
Market for the period of five trading days ending on the Dividend
Date or Investment Date (each as defined herein). The sale price
to participants of shares sold through the Plan will be the
market price, including normal brokerage commissions, carried to
four decimal places, of shares purchased by the Agent. The
Company will pay all costs of administration of the Plan,
excluding normal brokerage commissions.
The Common Stock is quoted on the Nasdaq National Market
under the symbol "MDSN."
Shares of Common Stock offered under the Plan are offered
through a registered broker-dealer selected by the Company.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY SUCH STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _______________, 1995.
<PAGE>
THE COMPANY
Madison Gas and Electric Company (the "Company"), a
Wisconsin corporation organized as such in 1896, is a public
utility engaged in the generation and transmission of electric
energy and in its distribution in Madison and its environs (250
square miles) and in the purchase, transportation, and
distribution of natural gas in Madison and the immediately
surrounding territory (1,325 square miles). The principal
executive offices are located at 133 South Blair Street, Post
Office Box 1231, Madison, WI 53701-1231, and its telephone number
is (608) 252-7000.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission ("Commission"). Reports, proxy
statements, and other information filed by the Company can be
inspected and copied at the public reference facilities
maintained by the Commission at the principal offices of the
Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549, and at the following regional offices
located at 500 West Madison Street, Suite 1400, Chicago, IL
60661-2511, and Seven World Trade Center, Suite 1300, New York,
NY 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, DC 20549, at prescribed rates.
This Prospectus constitutes part of a registration
statement, together with all amendments and exhibits thereto,
filed by the Company with the Commission under the Securities Act
of 1933. As permitted by the rules and regulations of the
Commission, this Prospectus omits certain information contained
in such registration statement, and reference is hereby made to
such registration statement for further information with respect
to the Company and the shares of Common Stock registered under
such registration statement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, previously filed with the
Commission pursuant to the Exchange Act (File No. 0-1125), are
hereby incorporated by reference herein and shall be deemed a
part hereof:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995; June 30, 1995; and September 30,
1995.
3. The description of the Common Stock contained in the
Company's registration statement filed under Section 12 of the
Exchange Act, including any amendment or report filed for the
purpose of updating such description.
<PAGE>
All reports and documents filed by the Company pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the
offering made by this Prospectus shall be deemed to be
incorporated herein by reference and to be a part hereof from the
respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent a
statement contained in this Prospectus or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference in this Prospectus modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified, or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus
has been delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above
which have been or may be incorporated in this Prospectus by
reference, other than certain exhibits to such documents.
Requests for such copies should be directed to Joseph T. Krzos,
Vice President - Finance, Madison Gas and Electric Company, Post
Office Box 1231, Madison, WI 53701-1231, telephone:
(608) 252-7000.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants a simple
and convenient method of purchasing shares of the Company's
Common Stock with Initial Investments, dividends, and Optional
Cash Payments. If such shares are purchased from the authorized
but unissued shares of the Company or from the Company's
treasury, the Company will receive additional funds which will be
used for general corporate purposes.
ADVANTAGES AND DISADVANTAGES
2. What are the advantages of the Plan?
- Persons and entities not presently owning shares of
Common Stock may become shareholders by making an
initial direct investment of no less than $50 and no
more than $25,000 per account ("Initial Investment")
(see Question 15).
- Additional investments in Common Stock ("Optional Cash
Payment") may be made by participants for as little as
$25 per payment, up to $25,000 per calendar quarter per
account (see Question 15).
- All or a portion of Common Stock dividends may be
automatically reinvested in additional shares of Common
Stock (see Question 9).
- Full investment of funds is possible under the Plan
because the Plan permits fractional shares to be
credited to participants' accounts.
<PAGE>
- Company employees who participate in the Plan may
arrange for Optional Cash Payments to be made through
payroll deductions (see Question 15).
- Shares purchased are credited to an account in the
participant's name, and a statement is furnished
following each transaction, thereby providing a
simplified method of recordkeeping (see Questions 9 and
17).
- Participants may deposit Common Stock certificates into
their Plan accounts for safekeeping, whether or not the
Common Stock represented by such certificates was
purchased through the Plan. This convenience is
provided at no cost to the participant and eliminates
the possibility of loss, inadvertent destruction, or
theft of certificates (see Question 23).
- Participants may transfer shares held in their Plan
account to another individual or entity at no cost. The
normal transfer requirements will apply.
- Participants may receive cash dividends on any or all
shares of Common Stock by check or electronic deposit
to a designated account (see Questions 9 and 20).
3. What are the disadvantages of the Plan?
- Participants have no control over the price at which
shares are purchased or sold through the Plan or the
timing of such purchases or sales. A participant bears
the market risk associated with fluctuations in the
price of the Common Stock pending the execution of a
purchase or sale of shares for the participant's
account (see Question 25).
- No interest is paid on funds pending investment (see
Question 14).
- Requests for issuance of certificates or the sale of
shares from a Plan account (withdrawals) may be delayed
during the dividend processing period. Requests for
other changes in Plan participation may also be delayed
during this period (see Question 25).
<PAGE>
COSTS
4. Are there any expenses to participants under the Plan?
When Common Stock purchased under the Plan is newly issued
or treasury shares, rather than purchased on the open market,
there are no expenses to participants because shares are
purchased from the Company and no brokerage commission is
incurred. When Common Stock is purchased on the open market under
the Plan, the price per share paid by the participant includes
normal brokerage commissions incurred to acquire the shares.
Because purchases are consolidated, a participant's proportionate
share of brokerage commissions resulting from open market
purchases should be lower than the commissions for individual
purchases. Shares sold through the Plan will incur normal
brokerage commissions (see Question 25).
The Company will pay all costs of administration of the
Plan, excluding normal brokerage commissions incurred to purchase
shares on the open market or to sell shares. Participants will
receive advance notice if the Company determines not to pay all
administrative costs.
ADMINISTRATION
5. How will the Plan be administered?
The Company administers the Plan, performing only clerical
and ministerial functions such as keeping a continuing record of
participants' accounts, advising them of purchases and other
transactions, and performing other duties relating to the Plan.
The Company believes that its serving as administrator rather
than a registered broker-dealer or a federally insured banking
institution poses no material risks to participants because of
the administrative nature of the functions the Company will
perform. In addition, Initial Investments and Optional Cash
Investments will be transmitted promptly to a segregated escrow
account at a bank (the "Escrow Account") or to the Agent and will
not be subject to any liens or claims of any creditors of the
Company. Purchases of Common Stock for the accounts of
participants will be registered in the name of the Plan Nominee
(a Bank) as custodian for participants in the Plan (the
"Nominee").
PARTICIPATION
6. Who is eligible to participate?
Any interested person or entity making an Initial Investment
of at least $50 and all registered shareholders are eligible to
participate. Beneficial owners of Common Stock registered in
others' names, such as brokers or bank trustees and nominees, who
want to participate by reinvesting dividends paid on these shares
may be required by their brokers or banks to withdraw their
shares from the beneficial accounts and register the shares in
their own names.
<PAGE>
7. How do eligible investors participate?
After receiving a Prospectus, investors may join the Plan by
signing an Enrollment Form and returning it to Madison Gas and
Electric Company, Shareholder Services Department, Post Office
Box 1231, Madison, WI 53701-1231. Enrollment Forms may be
obtained at any time by written request to the Company or by
telephoning the Company at the appropriate toll-free number
listed on page 15 of this Prospectus (see Question 9). Investors
making first-time purchases of Common Stock must submit the
Enrollment Form with the Initial Investment to purchase Common
Stock or arrange for the Initial Investment to be made through a
payroll deduction (see Questions 14 and 15). A person who is a
current owner of Common Stock must sign an Enrollment Form
exactly as such person's name appears on his or her Common Stock
certificate. If the Common Stock is registered to more than one
person, each person must sign the Enrollment Form. A person or
persons who are making an Initial Investment must specify exactly
how the shares to be purchased are to be registered and sign
their names accordingly.
Shareholders who are already enrolled in the Plan are
eligible to participate in the new features of the Plan. Such
shareholders should carefully review the participation options,
particularly the "No Reinvestment" and "Partial Reinvestment"
options. These options have been modified in the Plan (see
Question 9). Unless such a shareholder submits a new Enrollment
Form designating a different participation option, each
shareholder's current participation in the Plan will remain
unchanged.
8. When may an eligible investor join the Plan?
Eligible investors may join the Plan at any time.
Participation for reinvestment of dividends will commence with
the next Common Stock cash dividend date (the "Dividend Date,"
currently on or about March 15, June 15, September 15, and
December 15) after the Company receives, at least 15 days prior
to the Dividend Date, a properly completed Enrollment Form. If
the Enrollment Form is not received in time, participation
through reinvestment of dividends will be delayed until the
following Dividend Date.
Optional Cash Payments received by the Company prior to the
close of business on the "Investment Date," defined as the 15th
day of each month (or the next business day thereafter if the
15th day of the month is not a business day) and Initial
Investments with a properly completed Enrollment Form received at
least three business days prior to the Investment Date will be
invested monthly on the Investment Date.
9. What does an Enrollment Form authorize?
An Enrollment Form authorizes the Company in its capacity as
administrator of the Plan to enroll participants under the
following dividend options:
- Full Dividend Reinvestment Reinvest all dividends:
dividends paid on shares held by the participant,
dividends on shares held in the participant's Plan
account, and any Initial Investment and Optional Cash
Payments will be invested in Common Stock and credited
to the participant's Plan account.
<PAGE>
- Partial Dividend Reinvestment Reinvest a portion of
dividends: participants may request cash dividends on
a designated percentage of shares held by the
participant and held in the participant's Plan account,
as indicated by the participant on the Enrollment Form.
Dividends paid on remaining shares and any Optional
Cash Payments will be invested in Common Stock and
credited to the participant's Plan account.
- No Dividend Reinvestment Pay all cash dividends:
receive all cash dividends on shares held by the
participant and in the participant's Plan account.
Participants may purchase shares through the Plan with
an Initial Investment and Optional Cash Payments.
The Enrollment Form also allows participants to take
advantage of certificate safekeeping services (see Question 23).
If the Enrollment Form is incomplete upon receipt by the
Company, the Company will return the Enrollment Form and any
payment for stock purchase to the participant.
SOURCE OF SHARES AND USE OF PROCEEDS
10. What is the source of and use of proceeds from Common Stock
purchased under the Plan?
Shares purchased under the Plan will be either shares
purchased on the open market by the Agent, newly issued shares,
or treasury shares. The Company will not change its determination
regarding the source of shares more than once in any three-month
period. The Company will not exercise its right to change the
source of shares absent a determination by the Company's board of
directors that the Company's need to raise additional capital has
changed, or that there is another valid reason for such change.
Initially, shares purchased under the Plan will be shares
purchased on the open market and the Company will not receive any
additional funds from such purchases. In the event the Company
determines that shares to be purchased under the Plan will be
either newly issued or treasury shares, the Company will be
required to request an order from the Public Service Commission
of Wisconsin approving such purchases. If shares purchased under
the Plan are newly issued or treasury shares, the Company will
receive additional funds from such purchases to be used for
general corporate purposes, including the financing of capital
expenditures, the refinancing of indebtedness, and possible
investments and acquisitions.
PURCHASES
11. How many shares of Common Stock will be purchased for
participants?
The number of shares to be purchased depends on the amount
of a participant's Initial Investment, Optional Cash Payment,
dividend, or a combination thereof, and the price of the shares.
Each participant's account will be credited with that number of
shares, including fractions computed to four decimal places,
equal to the total amount invested divided by the purchase price.
<PAGE>
12. What will be the price of shares of Common Stock purchased
under the Plan?
When shares are purchased on the open market, the price per
share to participants will be the weighted average purchase
price, including normal brokerage commissions, carried to four
decimal places, of shares acquired on the open market by the
Agent. Because purchases are consolidated, a participant's
proportionate share of brokerage commissions resulting from open
market purchases should be lower than the commissions for
individual purchases. The Agent is a securities broker-dealer
registered as such under the Exchange Act who is a market maker
in the Common Stock and will purchase shares of Common Stock as
Agent for the participants in the Plan. The purchases will be
made in over-the-counter market purchases or negotiated
transactions on terms determined by the Agent.
When shares are purchased from authorized but unissued
shares of Common Stock or from the Company's treasury, the price
per share of shares to participants will be the average of the
quoted closing prices for the Common Stock as reported on the
Nasdaq National Market for the period of five trading days ending
on the Dividend Date or Investment Date (or the period of five
trading days immediately preceding the Dividend Date or the
Investment Date if the Nasdaq National Market is closed on such
date). In each case, the price will be calculated to four decimal
places. No newly issued or treasury shares will be sold for less
than par value ($8 per share).
The Company will pay all costs of administration of the
Plan, excluding normal brokerage commissions incurred to purchase
shares on the open market or to sell shares.
13. When will dividend funds be invested?
On each Dividend Date, the dividends on any designated
shares registered in the names of the participants, as well as on
the Common Stock held in the Plan accounts of the participants,
will be invested in Common Stock as of such Dividend Date, along
with Optional Cash Payments received prior to the close of
business on such Dividend Date (see Question 8). Dividends that
are not invested within 30 days of the Dividend Date will be paid
to the shareholder. For administrative purposes, the actual
crediting of the Common Stock to a participant's account and the
purchase of shares through the Plan may take place several days
after each Dividend Date.
INITIAL INVESTMENTS AND OPTIONAL CASH PAYMENTS
14. When must the Initial Investments and Optional Cash Payments
be made?
Initial Investments must be received with a properly
completed Enrollment Form at least three business days prior to
the Investment Date (see Question 8 for definition of Investment
Date). On each Investment Date, the Company will invest any
Optional Cash Payments received prior to the close of business on
the Investment Date and Initial Investments in Common Stock for
the account of such participant. If received after the Investment
Date, the Company may hold the investment until the next
Investment Date. Initial Investments and Optional Cash Payments
that are not invested within 35 days of receipt will be returned
to the participant. Only participants who have properly
completed, signed, and returned an Enrollment Form as provided in
Questions 8 and 9 are eligible to make an Initial Investment and
Optional Cash Payments.
<PAGE>
A participant may withdraw an Initial Investment or Optional
Cash Payment by notifying the Company's Shareholder Services
Department in writing not less than two business days before an
Investment Date. Any withdrawn amount will be returned as
promptly as practicable without interest.
The Company will acknowledge receipt of all Initial
Investments and Optional Cash Payments. No interest will be paid
on Initial Investments and Optional Cash Payments held by the
Company pending investment. Participants are requested not to
send cash.
15. How are Initial Investments and Optional Cash Payments made?
Participants may make Initial Investments of not less than
$50 and Optional Cash Payments of not less than $25 per payment
nor more than $25,000 for each calendar quarter per account. When
enrolling in the Plan, an Initial Investment and Optional Cash
Payment may be made by the participant by enclosing with the
Enrollment Form a check or money order payable to the order of
Madison Gas and Electric Company. Thereafter, Optional Cash
Payments may be made through the use of the Remittance Form for
Optional Cash Payments sent to participants by the Company. The
Company will promptly transmit all Initial Investments and
Optional Cash Payments to the segregated Escrow Account at a bank
or to the Agent.
It is recommended that all payments be made so as to reach
the Company at least five business days prior to the Investment
Date. Each payment by a participant must be made by check or
money order payable to the order of Madison Gas and Electric
Company and the same amount of money need not be sent each time,
subject to the minimum and maximum payment levels. There is no
obligation to make Optional Cash Payments.
Employees of the Company or its subsidiaries participating
in the Plan may arrange for an Initial Investment or Optional
Cash Payments to be made through payroll deductions. The $50 and
$25 minimum payment requirement for Initial Investments and
Optional Cash Payments, respectively, will not apply to payments
made through payroll deductions. Application forms for such
employee payroll deductions are available from the Company's
Shareholder Services Department. Commencement, revision, or
termination of payroll deductions will become effective as soon
as practicable after receipt of the request.
16. What happens if a check is returned unpaid by a
participant's financial institution?
In the event that any check is returned unpaid for any
reason and the Company is unable to collect funds from the
participant, the Company will consider the request for investment
of such funds null and void. The Company shall remove from the
participant's account any shares purchased upon the prior credit
of such funds. Those shares may be sold to satisfy any
uncollected amount. If the net proceeds of such sale are
insufficient to satisfy the balance of such uncollected amount,
additional shares may be sold from the participant's account as
necessary to satisfy the uncollected balance.
<PAGE>
REPORTS TO PARTICIPANTS
17. What kind of reports will be sent to participants in the
Plan?
Each participant will receive a statement of account
following each purchase or sale of Common Stock for the
participant's account under the Plan. Statements of account will
be issued quarterly for all Plan participants and for each month
when the participant purchases or sells shares. Quarterly
statements of account are cumulative, showing activity for all
three months of the quarter and calendar year to date. Account
statements are the participant's continuing record of purchases
and should be retained for income tax purposes. The final
statement of the calendar year will indicate the total dividends
credited to the participant's account for the year for the
participant's Plan account, and a Form 1099-DIV will be issued to
each participant for use in reporting dividends received for
income tax purposes.
For participants who are not making Optional Cash Payments
or reinvesting dividends but have shares held in the Plan,
information regarding share balances and year-to-date dividends
will accompany their dividend check.
18. What other communications will participants receive from the
Company?
Each participant will receive the same communications as
every other shareholder of record, including Quarterly Reports,
the Annual Report, the Notice of Annual Meeting of Shareholders
and the Proxy Statement, Proxy, and income tax information,
including 1099 forms for reporting dividends and sale proceeds
received by the participant. See Question 29 regarding voting of
proxies.
DIVIDENDS ON FRACTIONS OF SHARES AND ELECTRONIC DEPOSIT
19. Will participants be paid or credited with dividends on
fractions of shares?
Yes.
20. Will the Company automatically deposit dividends which are
not reinvested directly into a participant's designated
account?
In lieu of receiving dividends by check, a participant may
receive dividends by electronic deposit to a designated account.
A participant must complete and sign a direct deposit
authorization form and return it to Madison Gas and Electric
Company, Shareholder Services Department, Post Office Box 1231,
Madison, WI 53701-1231. Direct deposit will become effective as
soon as practicable after receipt of a properly completed direct
deposit authorization form. Changes in direct deposit
instructions may be made by delivering a new properly completed
direct deposit authorization form.
<PAGE>
CERTIFICATES FOR SHARES
21. Will certificates be issued for the Common Stock purchased?
Normally, certificates for Common Stock purchased under the
Plan will not be issued to participants. Instead, the Common
Stock purchased for each participant will be credited to the
participant's Plan account by the Company and will be shown on
the participant's statement of account. This convenience protects
against loss, theft, or destruction of Common Stock certificates.
See Question 17 regarding issuance of statements of account.
Certificates for any number of whole shares credited to an
account under the Plan will be issued in the participant's name
upon the written request of a participant. A participant must
furnish separate written instructions to the Company each time
the issuance of certificates is desired. Requests should be
mailed to Madison Gas and Electric Company, Shareholder Services
Department, Post Office Box 1231, Madison, WI 53701-1231.
Requests for certificates will be handled without charge to
participants, but participants are restricted to one request per
quarter.
Certificates for fractions of shares will not be issued to a
participant under any circumstances. See Questions 24 and 25
regarding withdrawal of fractional shares from the Plan.
Common Stock credited to the account of a participant under
the Plan may not be pledged. A participant who wishes to pledge
Common Stock must request that certificates for such Common Stock
be issued in his or her name.
22. In whose name will certificates be registered when issued?
Accounts in the Plan will be maintained in a participant's
name as shown on the Company's shareholder records. Certificates
for whole shares will be similarly registered when issued.
Upon written request, certificates can also be registered
and issued in names other than that of a participant, subject to
compliance with any applicable laws and to payment by the
participant of any applicable taxes, and provided that the
request, in proper form, bears the signature of the participant
and the signature is guaranteed by an eligible financial
institution acceptable to the Company's transfer agent.
<PAGE>
SAFEKEEPING OF CERTIFICATES
23. Can certificates be sent to the Company for safekeeping?
Participants who wish to have the Company hold their
certificated shares in safekeeping may send the certificate(s) to
the Company for deposit to a Plan account in the participant's
name. Send the certificate, unsigned, with an Enrollment Form to
Madison Gas and Electric Company, Shareholder Services
Department, Post Office Box 1231, Madison, WI 53701-1231.
Enrollment Forms may be obtained at any time by writing to the
Company or telephoning the Company at the appropriate toll-free
number listed on page 15. It is recommended the certificate(s) be
sent by registered or certified mail, return receipt requested.
Participants bear all risk of loss in sending certificates for
safekeeping. Certificates received for safekeeping will be
canceled and registered in the name of the Nominee as custodian
for participants in the Plan. Participants using safekeeping
services must advise the Company as to their choice of dividend
payment options by indicating their choice on the Enrollment Form
under "Participation."
WITHDRAWAL
24. What are the options for withdrawal of Common Stock from the
Plan?
When a participant withdraws all or a portion of his or her
Common Stock from the Plan, the participant has five options. A
participant may elect (i) to have a certificate issued for all of
the whole shares credited to the participant's Plan account and
receive a cash payment for any fraction of a share, (ii) to have
the Company sell all of the participant's Plan shares and receive
a check for the proceeds, (iii) to have a certificate issued for
a specified number of whole shares to be withdrawn from the Plan,
leaving the remaining shares in the Plan, (iv) to have the
Company sell a specified number of Plan shares and receive a
check for the proceeds, leaving the remaining shares in the Plan,
or (v) to discontinue reinvestment of dividends but continue to
have shares held in safekeeping.
25. When and how may participants withdraw all or a portion of
their Common Stock from the Plan?
A participant may withdraw from the Plan at any time by
sending a written request to Madison Gas and Electric Company,
Shareholder Services Department, Post Office Box 1231, Madison,
WI 53701-1231.
When a participant requests to withdraw all of his or her
Common Stock from the Plan, termination of participation in the
Plan will be effective upon the issuance of a certificate or sale
of his or her Common Stock. If a participant withdraws all of his
or her Common Stock from the Plan and requests a certificate for
the shares, a certificate for all of the whole shares credited to
the participant's Plan account will be issued and a cash payment
representing any fraction of a share will be mailed directly to
the participant. The cash payment to each such participant will
be based on the actual sales price when accumulated fractional
sales of withdrawing participants are sold through the Plan.
<PAGE>
If a request for withdrawal is received less than 30 days
preceding a Dividend Date, the request may be held until dividend
processing is complete.
Sales of whole shares and any fractional shares will be made
directly to the Agent. The sale price to participants of shares
sold through the Plan will be the market price, including normal
brokerage commissions, carried to four decimal places, of shares
purchased by the Agent. Sale proceeds will be mailed to the
participant. Sales of whole and fractional shares may be
accumulated; sales transactions will, however, normally occur
weekly and at least every 30 days. Participants will receive
certificates for shares or cash for shares which are sold no
later than 30 days after the Company's receipt of the written
notice of withdrawal.
The Company cannot guarantee that shares will be sold on any
specific day or at any specific price.
26. When may former participants rejoin the Plan?
Generally, a former participant may again become a
participant at any time (see Question 8). However, the Company
reserves the right to reject any Enrollment Form from a previous
participant on grounds of excessive joining and termination. Such
reservation is intended to minimize unnecessary administrative
expense and to encourage use of the Plan as a long-term
investment service.
OTHER INFORMATION
27. When and how may participants change their status concerning
dividend reinvestment in the Plan?
Participants may change their status at any time by
indicating a new designation on an Enrollment Form. However, if a
participant's request to change is received less than 30 days
preceding a Dividend Date, the dividend paid on such date may, at
the option of the Company, be processed under the participant's
previous designation. All requests to change will be processed as
promptly as possible.
28. What happens if the Company issues a stock dividend or
declares a stock split?
Any stock dividends or split shares distributed by the
Company on Common Stock held in the Plan for a participant will
be credited to the participant's Plan account. Stock dividends or
split shares distributed on certificated shares registered in the
name of a participant will be registered in the participant's
name and may be issued in certificate form.
29. How will participants' Common Stock be voted at meetings of
shareholders?
The Common Stock credited to a participant's account may
only be voted in accordance with the participant's instructions
given on a proxy form which will be furnished to all
shareholders.
30. What is the responsibility of the Company and the Nominee
under the Plan?
<PAGE>
Neither the Company, the Agent, the Nominee, nor any agents,
in administering the Plan, will be liable for any act done in
good faith, or for any omission to act in good faith, including,
without limitation, any act giving rise to a claim of liability
arising out of failure to terminate a participant's account upon
such participant's death prior to the receipt of notice in
writing of such death.
A participant should recognize that neither the Company, the
Agent, the Nominee, nor any agents can assure a profit or protect
against a loss on the Common Stock purchased or sold under the
Plan.
The foregoing does not affect a participant's right to bring
a cause of action based on alleged violations of federal
securities laws.
31. What provision is made for shareholders whose dividends are
subject to tax withholding?
In the case of participating shareholders whose dividends
are subject to tax withholding, the Company will invest an amount
equal to the cash dividend declared by the Company less the
amount of tax required to be withheld. Only the net dividend will
be applied by the Company to the purchase of Common Stock. The
Company's quarterly statements for such participants will
indicate the amount of tax withheld and the net dividend
reinvested by the Company.
32. Can the Plan be changed or discontinued?
The Company reserves the right to suspend, modify, or
terminate the Plan at any time. Notice of any such suspension,
modification, or termination will be sent to all affected
participants.
33. Who interprets and regulates the Plan?
The Company reserves the right to interpret and regulate the
Plan.
34. Which law governs the Plan?
The Plan is governed by and construed in accordance with the
laws of the State of Wisconsin.
FEDERAL TAX CONSEQUENCES
The federal tax information in Questions 35 through 37 is
provided only as a guide to noncorporate participants, who are
urged to consult with their own tax advisors for more specific
information on rules regarding the tax consequences of the Plan
under federal and state income tax laws and the tax basis of
shares held under the Plan in special cases, such as death of a
participant or a gift of such shares and for other tax
consequences.
Because state income tax laws vary between states,
information on state tax consequences is not discussed in this
Prospectus. Plan participants are urged to consult with their own
tax advisors regarding the tax consequences of Plan participation
under the specific state income tax laws with which they must
abide.
<PAGE>
35. What are the federal income tax consequences of
participation in the Plan?
Participants in the Plan, in general, have the same federal
income tax obligations with respect to dividends on their Common
Stock as do shareholders who are not participants in the Plan.
Cash dividends which a participant elects to have reinvested
under the Plan will be treated for federal income tax purposes as
having been received even though the participant does not
actually receive cash but, instead, purchases Common Stock under
the Plan.
Participants in the Plan will not recognize any income for
federal income tax purposes upon the purchase of shares of Common
Stock with Initial Investments and Optional Cash Payments. See
Question 36 regarding the tax basis of such shares.
36. What is the federal tax basis of shares of Common Stock
acquired under the Plan?
In order to determine the tax basis of shares acquired under
the Plan and for other tax consequences, the participant is
advised to consult with the participant's tax advisor.
37. What are the federal income tax consequences of a sale of
Common Stock acquired under the Plan?
A participant will not realize any federal taxable income
upon receipt of certificates for whole shares of Common Stock
previously credited to the participant's account, whether upon
request, withdrawal from the Plan, or the Company's termination
thereof. However, gain or loss will be realized when shares are
sold and with respect to any cash payment by the Company for a
fractional share. The gain or loss will be equal to the
difference between the amount received for such shares and the
participant's tax basis therefor. If shares of Common Stock
acquired under the Plan are held for more than one year, the gain
or loss realized upon the sale thereof generally will be
long-term capital gain or loss; if such shares are held for a
shorter period, such gain or loss will be short-term capital gain
or loss.
DESCRIPTION OF COMMON STOCK
General
The Company is authorized by its Restated Articles of
Incorporation, as amended (the "Articles"), to issue
28,000,000 shares of Common Stock ($8 par value), of which
10,719,812 shares were issued and outstanding as of November 15,
1995, and 1,175,000 shares of Cumulative Preferred Stock ($25 par
value), no shares of which are outstanding. None of the Common
Stock has been redeemed or is held as treasury stock.
The following statements are summaries relating to the
Common Stock of certain provisions of the Articles, of the
Wisconsin Business Corporation Law, and of the Company's
Indenture of Mortgage and Deed Trust (the "Indenture").
<PAGE>
Voting Rights Noncumulative Voting
Except as described below under "Limitation of Voting Rights
of Substantial Shareholders," each share of Common Stock entitles
the holder thereof to one vote for each share held on each matter
submitted to a vote at a meeting of shareholders and in all
elections of directors. Since the Common Stock does not have
cumulative voting rights, the holders of more than 50% of the
shares, if they choose to do so, can elect all of the directors.
The holders of Common Stock exclusively possess the full voting
power of the Company.
Limitation of Voting Rights of Substantial Shareholders
The Company's Articles provide that so long as any person is
a Substantial Shareholder (as defined), the record holders of the
shares of the Company's Voting Stock (as defined) beneficially
owned by such Substantial Shareholder have limited voting rights.
These provisions may render more difficult or discourage a merger
or takeover of the Company, the acquisition of control of the
Company by a Substantial Shareholder, and the removal of
incumbent management. "Voting Stock" is defined to include Common
Stock and any class or series of preferred or preference stock
then outstanding entitling the holder thereof to vote on the
matter with respect to which a determination is being made,
unless the shareholders or Board of Directors expressly exempt
such class or series from such provisions.
A "Substantial Shareholder" is defined as any person or
entity (other than the Company or a subsidiary and other than
employee benefit plans of the Company or any subsidiary and the
trustees thereof), or any group formed for the purpose of
acquiring, holding, voting, or disposing of shares of Voting
Stock, that is the beneficial owner of Voting Stock representing
10% or more of the votes entitled to be cast by the holders of
all the then outstanding shares of Voting Stock. For purposes of
the Articles, a person is deemed to be a "beneficial owner" of
any shares of Voting Stock which such person (or any of its
affiliates or associates) beneficially owns, directly or
indirectly, or has the right to acquire or to vote, or which are
beneficially owned, directly or indirectly, by any other person
with which such person (or any of its affiliates or associates)
has an agreement, arrangement, or understanding for the purpose
of acquiring, holding, voting, or disposing of Voting Stock.
A Substantial Shareholder (including the shareholders of
record of its beneficially owned shares) is entitled to cast one
vote per share (or such other number of votes per share as may be
specified in or pursuant to the Articles) with respect to the
shares of Voting Stock which would entitle such Substantial
Shareholder to cast up to 10% of the total number of votes
entitled to be cast in respect of all the outstanding shares of
Voting Stock. With respect to shares of Voting Stock that would
entitle such Substantial Shareholder to cast more than 10% of
such total number of votes, however, the Substantial Shareholder
is entitled to only one/one-hundredth (1/100th) of the votes per
share which it would otherwise be entitled to cast. In addition,
in no event may such Substantial Shareholder exercise more than
15% of the total voting power of the holders of Voting Stock
(after giving effect to the foregoing limitations).
<PAGE>
If the shares of Voting Stock beneficially owned by a
Substantial Shareholder are held of record by more than one
person, the aggregate voting power of all such persons, as
limited by the provisions described above, will be allocated in
proportion to the number of shares held. In addition, the
Articles provide that a majority of the voting power of all the
outstanding shares of Voting Stock (after giving effect to the
foregoing limitations on voting rights) constitutes a quorum at
all meetings of shareholders.
The following is an example of how the foregoing provisions
would operate if the Company had 1,000 outstanding shares of
Voting Stock. If a Substantial Shareholder beneficially owned 600
of the shares, he or she would be entitled to 100 votes for his
or her first 100 shares and, on the basis of the limitation on
voting rights with respect to shares in excess of 10%, an
additional five votes for his or her remaining 500 shares. These
105 votes would be out of a total of 505 votes then entitled to
be cast (that is, 105 votes by the Substantial Shareholder and
400 votes by all other shareholders). Then, because these 105
votes would constitute 21% of the total number of votes, the
provisions of the Articles would further limit the Substantial
Shareholder to approximately 71 votes of a total of approximately
471 entitled to be cast by all shareholders (15% of the total
number of votes entitled to be cast). As a result of the
limitation of the Substantial Shareholder's voting rights, the
voting power of the other shareholders increases from 40% to 85%.
As this illustration makes clear, beneficial owners of more
than 10% of the outstanding shares of Voting Stock will be unable
to exercise voting rights proportionate to their equity
interests.
Generally, Section 180.1150 of the Wisconsin Statutes states
that the voting power of shares of certain Wisconsin
corporations, including the Company, held by any person in excess
of 20% of the voting power in the election of directors is
limited to 10% of his or her full voting power. In other words, a
person holding 500 shares of such a corporation with 1,000 shares
outstanding would be limited to 230 votes on any matter subjected
to a shareholder vote. Full voting power may be restored if a
majority of the voting power shares represented at a meeting are
voted in favor of such a restoration.
Dividend Rights
Dividends may be paid upon the Common Stock as and when
declared by the Board of Directors out of any funds legally
available therefor.
Under the terms of three supplemental indentures to the
Indenture, so long as any of the bonds authorized by any such
Supplemental Indenture are outstanding, dividends on the Common
Stock cannot exceed retained income less such dividends less the
excess of the maintenance and replacement requirements over the
maintenance, repairs, and depreciation expenses, in each case
accumulated since December 31, 1945. No portion of retained
income is so restricted at this time.
<PAGE>
Under the terms of all other supplemental indentures to the
Indenture, so long as any of the bonds authorized by any such
Supplemental Indenture are outstanding, dividends on the Common
Stock cannot exceed retained income less such dividends, in each
case accumulated since December 31, 1945. No portion of retained
income is so restricted at this time.
Liquidation Rights
In the event the Company is liquidated or dissolved, after
all of the Company's liabilities have been paid, and after any
holders of any other stock having senior liquidation preferences
to Common Stock have been paid or had funds set aside in
accordance with the Articles, the holders of the then outstanding
Common Stock are entitled to receive pro rata the remaining
assets available for distribution.
Preemptive and Subscription Rights
No holder of any class of stock of the Company, including
the Common Stock, has any preemptive or subscription rights.
Liability to Further Calls or to Assessment
The shares of Common Stock, when issued and delivered by the
Company and paid for as herein contemplated, will be fully paid
and nonassessable by the Company. However, in accordance with
Section 180.0622(2)(b) of the Wisconsin Business Corporation Law,
shareholders may be personally liable for an amount equal to the
par value for all debts owing to employees of the Company for
services performed, but not exceeding six months' service in any
one case.
Miscellaneous
The Company reserves the right to increase, decrease, or
reclassify its authorized capital stock, or any class or series
thereof, and to amend or repeal any provisions in the Articles or
in any amendment thereto in the manner now or hereafter
prescribed by law, subject to the limitations in the Articles;
and all rights conferred on the holders of Common Stock in the
Articles or any amendment thereto are subject to this
reservation. There are no conversion rights with respect to any
class of capital stock of the Company.
COMMON STOCK DIVIDENDS AND MARKET
The Company has paid dividends on Common Stock in varying
amounts since it became publicly held.
The Company's practice of paying dividends quarterly (in
March, June, September, and December), the time of payment, and
the amount of future dividends are necessarily dependent upon
earnings, the Company's financial requirements, and other
factors.
The Common Stock is traded in the over-the-counter market
and is quoted on the Nasdaq National Market under the symbol
"MDSN."
<PAGE>
Information and assistance with respect to the Plan may be
obtained by writing to Madison Gas and Electric Company,
Shareholder Services Department, Post Office Box 1231, Madison,
WI 53701-1231, or by telephoning the Company at the appropriate
toll-free number:
252-4744 From Madison, Wisconsin
1-800-362-6423 All other Wisconsin calls
1-800-356-6423 Outside Wisconsin (continental U.S.)
A participant should include his or her name, address,
account number, telephone number during business hours, and
taxpayer identification number with all correspondence.
Participants should notify the Company of any change in address.
LEGAL MATTERS
Legal matters with respect to the Common Stock offered
hereby will be passed upon for the Company by Gary J. Wolter,
Senior Vice President - Administration and Secretary of the
Company. Mr. Wolter beneficially owns shares of Common Stock.
EXPERTS
The consolidated financial statements and financial
statement schedules of the Company and its subsidiaries as of
December 31, 1992, and for the year then ended included (or
incorporated by reference) in the Company's Annual Report on
Form 10-K for the year ended December 31, 1992, incorporated
herein by reference, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with
respect thereto, and are so incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting
and auditing in giving said report. The consolidated financial
statements and financial statement schedules of the Company and
its subsidiaries as of December 31, 1994, and 1993 and for the
years then ended included (or incorporated by reference) in the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994, incorporated by reference herein, have been
audited by Coopers & Lybrand L.L.P., independent accountants, as
indicated in their report with respect thereto, and are so
incorporated by reference herein in reliance upon the authority
of said firm as experts in accounting and auditing matters.
<PAGE>
TABLE OF CONTENTS
Page
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Available Information . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . . . . . . . . . .2
Description of the Plan . . . . . . . . . . . . . . . . . . . 3
Description of Common Stock . . . . . . . . . . . . . . . . . 13
Common Stock Dividends and Market . . . . . . . . . . . . . . 15
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . 16
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
No person has been authorized to give any information or to
make any representations other than those contained in this
Prospectus and if given or made, such information or representa-
tions must not be relied upon as having been authorized. This
Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any securities other than the securities
offered by this Prospectus or an offer to sell or a solicitation
of an offer to buy such securities in any jurisdiction in which
such offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to do
so or to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof, or
that the information herein is correct as of any time since its
date.
<PAGE>
Madison
Gas and Electric
Company
INVESTORS PLUS PLAN
PROSPECTUS
_____________________, 1995
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration Fee - Securities and Exchange Commission $ 6,650
Accounting fees and expenses 10,000
Printing expenses 5,000
Legal fees and expenses 15,000
Miscellaneous 3,000
Total $39,650
All of the above items except the Registration Fee are estimated.
Item 15. Indemnification of Directors and Officers.
Pursuant to the provisions of the Wisconsin Business
Corporation Law and Article IX of the Registrant's By-Laws,
directors and officers of the Registrant are entitled to
mandatory indemnification from the Registrant against certain
liabilities (which may include liabilities under the Securities
Act of 1933) and expenses (i) to the extent such officers or
directors are successful in the defense of a proceeding; and
(ii) in proceedings in which the director or officer is not
successful in defense thereof, unless it is determined that the
director or officer breached or failed to perform his or her
duties to the Registrant and such breach or failure constituted:
(a) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director or
officer had a material conflict of interest; (b) a violation of
criminal law unless the director or officer had reasonable cause
to believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful; (c) a
transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct.
Additionally, under the Wisconsin Business Corporation Law,
directors of the Registrant are not subject to personal liability
to the Registrant, its shareholders, or any person asserting
rights on behalf thereof, for certain breaches or failures to
perform any duty resulting solely from their status as directors,
except in circumstances paralleling those outlined above.
Directors and officers of the Registrant are insured, at the
expense of the Registrant, against certain liabilities which
might arise out of their employment and which might not be
indemnified or indemnifiable under the By-laws. The primary
coverage is provided by a Directors and Officers Liability
Insurance Policy in customary form having a one-year term. The
coverage also applies to directors and officers of subsidiaries
of the Registrant. No deductibles or retentions apply to
individual directors or officers.
<PAGE>
Item 16. Exhibits.
Exhibit
No. Description
4.1 Restated Articles of Incorporation of the Company,
filed as Exhibit 3.(i) to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1994, File No. 0-1125, is hereby
incorporated by reference.
4.2 By-laws of the Company, filed as Exhibit 3B to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, File No. 0-
1125,is hereby incorporated by reference.
*5 Opinion of Gary J. Wolter, Esq.
*23.1 Consent of Coopers & Lybrand LLP
*23.2 Consent of Arthur Andersen LLP
*23.3 Consent of Gary J. Wolter, Esq. (included in
Exhibit 5).
*24 Powers of Attorney (included on signature page to
this Registration Statement).
______________
*Filed herewith.
Item 17. Undertakings.
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
<PAGE>
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (2)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
* * * * *
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Madison, State of Wisconsin, on this 17th day of
November, 1995.
MADISON GAS AND ELECTRIC COMPANY
By: /s/ David C. Mebane
_______________________
David C. Mebane
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated on
the 17th day of November, 1995.
Each person whose signature appears below constitutes
and appoints David C. Mebane and Gary J. Wolter, and each of
them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments), and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying all that such
attorneys-in-fact and agents, or any of them or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
<PAGE>
Signature Title
/s/David C. Mebane Chairman, President
____________________________ and Chief Executive
David C. Mebane Officer
(Principal Executive
Officer)
/s/Joseph T. Krzos Vice President-
____________________________ Finance
Joseph T. Krzos (Principal Finance
Officer and
Principal Accounting
Officer)
/s/ Frank C. Vondrasek Vice Chairman and
___________________________ Director
Frank C. Vondrasek
/s/ Jean Manchester Biddick Director
___________________________
Jean Manchester Biddick
/s/ Richard E. Blaney Director
___________________________
Richard E. Blaney
/s/ Robert M. Bolz Director
___________________________
Robert M. Bolz
/s/ Frederic E. Mohs Director
___________________________
Frederic E. Mohs
/s/ Robert B. Rennebohm Director
___________________________
Robert B. Rennebohm
/s/ Phillip C. Stark Director
___________________________
Phillip C. Stark
/s/ H. Lee Swanson Director
___________________________
H. Lee Swanson
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
4.1 Restated Articles of Incorporation of the Company,
filed as Exhibit 3.(i) to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1994, File No. 0-1125, is hereby
incorporated by reference.
4.2 By-laws of the Company, filed as Exhibit 3B to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, File No. 0-
1125, is hereby incorporated by reference.
*5 Opinion of Gary J. Wolter, Esq.
*23.1 Consent of Coopers & Lybrand LLP
*23.2 Consent of Arthur Andersen LLP
*23.3 Consent of Gary J. Wolter, Esq. (included in
Exhibit 5).
*24 Powers of Attorney (included on signature page to
this Registration Statement).
______________
*Filed herewith.
Exhibit No. 5
November 17, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Subject: Madison Gas and Electric Company Registration Statement
on Form S-3
Dear Ladies and Gentlemen:
I am Senior Vice President - Administration and Secretary of
Madison Gas and Electric Company (the "Company") and an attorney
licensed to practice law in the State of Wisconsin. In that
connection, I am familiar with the filing of a Registration
Statement on Form S-3 (the "Registration Statement") relating to
1,000,000 shares of Common Stock, par value $8 per share, of the
Company ("Common Stock") which may be purchased under the
Company's Investors Plus Plan (the "Plan").
I am also familiar with the Restated Articles of Incorporation
and the By-Laws of the Company and all amendments thereto and
resolutions of the Board of Directors of the Company relating to
the Plan and the Registration Statement.
In this connection, I have examined or caused to be examined and
am familiar with originals or copies, certified or otherwise
identified to my satisfaction, of all such records of the Company
and others as I have deemed necessary or appropriate as a basis
for the opinions set forth herein. In my examination, I have
assumed the genuineness of all signatures, the authenticity of
all documents submitted to me as certified or photostatic copies,
and the authenticity of the originals of such latter documents.
As to any facts material to the opinion expressed herein which
were not independently established or verified by me, I have
relied upon statements and representations of certain officers
and other representatives of the Company and others.
Based upon the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under
the laws of the State of Wisconsin.
2. Any shares of Common Stock purchased by an independent agent
selected by the Company on the open market for the
consideration provided in the Plan are legally issued, fully
paid and non-assessable, except to the extent that such
shares are assessable as provided in Section 180.0622 of the
Wisconsin Business Corporation Law.
<PAGE>
3. If the Company's Board of Directors or a duly authorized
committee thereof, and the Public Service Commission of the
State of Wisconsin authorize the issuance of authorized and
unissued shares of Common Stock for the consideration (but
not less than the par value) provided in the Plan, such
shares will, when certificates representing such shares
shall have been duly executed, countersigned and registered,
and duly delivered against the receipt by the Company of the
consideration provided in the Plan, be legally issued, fully
paid and non-assessable, except to the extent that such
shares are assessable as provided in Section 180.0622 of the
Wisconsin Business Corporation Law.
4. If the Company legally and validly reacquires issued and
outstanding shares of Common Stock and thereafter, pursuant
to the authorization by the Board of Directors or a duly
authorized committee thereof, resells such issued but not
outstanding shares for the consideration (but not less than
par value) provided in the Plan, such shares will upon
delivery against receipt by the Company of the consideration
provided in the Plan, be legally issued, fully paid and non-
assessable, except to the extent that such shares are
assessable as provided in Section 180.0622 of the Wisconsin
Business Corporation Law.
I do not find it necessary for the purposes of this opinion to
cover, and accordingly I express no opinion as to the application
of the securities or blue sky laws of the various states to the
sale of shares of Common Stock.
This opinion is limited to the General Corporation Law of the
State of Wisconsin.
This opinion is being delivered solely for the benefit of the
Securities and Exchange Commission; accordingly, it may not be
quoted or otherwise circulated or used for any other purpose
without our prior written consent. I assume no obligation to
update or supplement this opinion to reflect any facts or
circumstances which may hereafter come to my attention with
respect to the opinions expressed above, including any changes in
applicable law which may hereafter occur.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Gary J. Wolter
____________________________
Gary J. Wolter
Senior Vice President -
Administration and Secretary
Exhibit No. 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated
February 10, 1995, on our audits of the financial statements of
Madison Gas and Electric Company included in the Company's
current report on Form 10-K. We also consent to the reference to
our firm under the caption "Experts."
Milwaukee, Wisconsin
November 17, 1995 COOPERS & LYBRAND LLP
Exhibit No. 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
reports dated February 12, 1993, included or incorporated by
reference in Madison Gas and Electric Company's Form 10-K for the
year ended December 31, 1992, and to all references to our Firm
included in this Registration Statement.
Chicago, Illinois
November 17, 1995 ARTHUR ANDERSEN LLP
Exhibit No. 23.3
Consent of Gary J. Wolter, Esq. (included in Exhibit No. 5)
Exhibit No. 24
Powers of Attorney (included on signature page to this Registration Statement).
