<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
Madison Gas and Electric Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
MADISON GAS AND ELECTRIC COMPANY
[MG&E LOGO]
------------------------------------------------
PROXY STATEMENT
------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 1995
<PAGE> 3
MADISON GAS AND ELECTRIC COMPANY
POST OFFICE BOX 1231
MADISON, WISCONSIN 53701-1231
March 21, 1995
Dear Shareholder:
The directors and officers of the Company join me in extending a cordial
invitation to you to attend our 1995 Annual Meeting of Shareholders which will
be held on Monday, May 1, 1995, at 11:00 a.m., local time, at the Holiday Inn --
Madison West, 1313 John Q. Hammons Drive, Greenway Center, Middleton, Wisconsin
(see the map on the next page).
The accompanying Proxy Statement requests approval of the election of a
slate of nominees for directors of Class III to hold office until 1998.
At the Meeting we will discuss last year's operations, comment on items of
interest to you and the Company, and give you an opportunity to ask questions.
Following the Meeting, our Company's officers, directors, and other employees
will be available to answer any questions you may have.
YOUR VOTE IS IMPORTANT TO US. I ENCOURAGE YOU TO SIGN AND DATE YOUR PROXY
PROMPTLY AND MAIL IT BACK TO US even if you plan to attend the Meeting. You may
revoke your proxy at the Meeting and vote your shares in person if you wish.
I hope you will be able to attend.
Very truly yours,
[SIG]
DAVID C. MEBANE
Chairman of the Board, President,
and Chief Executive Officer
<PAGE> 4
If you plan to attend the Annual Meeting in person, please fill out the
enclosed attendance card and return it with your proxy so that we may have an
indication of the number of shareholders planning to attend the Meeting.
If you have any questions, please feel free to call our Shareholder
Services toll-free number. Call 1-800-356-6423 if you are calling from outside
Wisconsin (Continental United States). In Wisconsin, please call 1-800-362-6423,
and in the Madison area, call 252-4744.
CAMERA READY MAP
From the West Beltline Highway, take Exit 252 -- Greenway Blvd.
<PAGE> 5
MADISON GAS AND ELECTRIC COMPANY
POST OFFICE BOX 1231
MADISON, WISCONSIN 53701-1231
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MONDAY, MAY 1, 1995, 11:00 A.M.
The 1995 Annual Meeting of Shareholders of Madison Gas and Electric Company
will be held in Middleton, Wisconsin, at the Holiday Inn -- Madison West, 1313
John Q. Hammons Drive, Greenway Center, Middleton, Wisconsin, on Monday, May 1,
1995, at 11:00 a.m., local time, for the purposes of:
(1) Electing three directors of Class III to hold office until the
Annual Meeting of Shareholders in 1998 and until their successors have been
elected and qualified.
(2) Transacting such other business as may properly come before the
Meeting.
Only those shareholders of Common Stock of record at the close of business
on March 1, 1995, are entitled to vote at the Meeting. All shareholders are
requested to be present at the Meeting in person or by proxy. Enclosed is a
proxy.
Your attention is directed to the Proxy Statement of Madison Gas and
Electric Company on the following pages.
By order of the Board of Directors
GARY J. WOLTER, Secretary
March 21, 1995
-------------------------
It is important to you and the Company that your shares be represented at
the Annual Meeting of Shareholders. Even if you plan to attend the Meeting in
person, you are requested to sign, date, and mail the enclosed proxy promptly --
regardless of the size of your stock holding.
The signature on the proxy should correspond exactly with the name of the
shareholder as it appears on the proxy. Where stock is registered in the names
of two or more persons, all such persons should sign the proxy.
If the proxy is signed as attorney, officer, personal representative,
administrator, trustee, guardian, or similar capacity, please indicate full
title as such.
1
<PAGE> 6
MADISON GAS AND ELECTRIC COMPANY
POST OFFICE BOX 1231
MADISON, WISCONSIN 53701-1231
PROXY STATEMENT
To the Shareholders of the Common Stock of
MADISON GAS AND ELECTRIC COMPANY:
This Proxy Statement and accompanying proxy, to be mailed on or about March
21, 1995, are furnished as a part of the solicitation of proxies by the Board of
Directors of Madison Gas and Electric Company (hereinafter referred to as the
"Company"), to be voted at the 1995 Annual Meeting of Shareholders of the
Company to be held in Middleton, Wisconsin, at the Holiday Inn -- Madison West,
1313 John Q. Hammons Drive, Greenway Center, Middleton, Wisconsin, on Monday,
May 1, 1995, at 11:00 a.m., local time, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. A shareholder who
executes a proxy may revoke it at any time before it is voted. A proxy may be
revoked by written notice to the Company, execution of a subsequent proxy, or
attendance at the Meeting and voting in person. Attendance at the Meeting will
not automatically revoke a proxy.
As of March 1, 1995, the Company had outstanding 10,719,812 shares of
28,000,000 authorized shares of Common Stock. The Common Stock constitutes the
only class of securities entitled to vote at the 1995 Annual Meeting of
Shareholders. Only those shareholders of Common Stock of record at the close of
business on March 1, 1995, are entitled to vote at the Meeting. At the 1985
Annual Meeting of Shareholders, the shareholders of the Company approved an
amendment to the Company's Restated Articles of Incorporation (the "Restated
Articles") limiting the voting power of any shareholder who acquires more than
10 percent of the Company's outstanding voting stock. To the knowledge of the
Company, this limitation does not currently apply to any shareholder.
Accordingly, at the present time, one share of Common Stock will be entitled to
one vote. For those shareholders who are participants in the Company's Automatic
Dividend Reinvestment and Stock Purchase Plan, the shares you have accumulated
in the Plan are held by the Administrator of the Plan under the nominee name of
Whimm & Co., and those shares, including your reinvestment shares, will be voted
in accordance with the direction given on the proxy.
ELECTION OF DIRECTORS
As described in the next paragraph, upon the retirement of Mr. Helfrecht at
the 1995 Annual Meeting, the Board of Directors will consist of nine directors
divided into three classes, each class having
2
<PAGE> 7
three directors, with one class being elected each year for a term of three
years. Accordingly, it is proposed that the three nominees listed below be
elected to serve as Class III directors for three-year terms, to expire at the
1998 Annual Meeting of Shareholders and upon the election and qualification of
their successors.
Messrs. Blaney, Helfrecht, and Mohs are currently Class III directors whose
terms expire at the 1995 Annual Meeting. Messrs. Blaney and Mohs have been
nominated for reelection. Mr. Helfrecht, age 73, former Chairman of the Board of
Directors and Chief Executive Officer of the Company, was an officer from 1968
to 1991 and a director since 1972. He has informed the Board of his intention to
retire from the Board and Committees thereof upon the expiration of his term.
Mr. Stark has been nominated for election as a Class III director to fill the
vacancy created by the retirement of Mr. Helfrecht. Mr. Stark currently serves
as a Class II director whose term is scheduled to expire in 1997. If elected,
Mr. Stark would serve as a Class III director until the 1998 Annual Meeting of
Shareholders and upon the election and qualification of his successor.
Each of the nominees has indicated a willingness to serve if elected, and
the Board of Directors has no reason to believe that any nominee will be
unavailable. If any of the nominees should become unable to serve, it is
presently intended that the proxies solicited hereby will be voted for a
substitute nominee designated by the Board of Directors.
A shareholder may (i) vote for the election of all named director nominees,
(ii) withhold authority to vote for all named director nominees, or (iii) vote
for the election of all such nominees other than any nominee with respect to
whom the shareholder withholds authority to vote by so indicating on the proxy.
Proxies properly executed and received by the Company prior to the 1995 Annual
Meeting of Shareholders and not revoked will be voted as directed therein. In
the absence of a specific direction from a shareholder, proxies will be voted
for the election of the nominees named above. If a proxy indicates that all or a
portion of the votes represented by such proxy are not being voted, such
nonvotes will not be considered as votes cast in the election of directors and
will not affect the outcome of the election of directors. If a quorum is present
at the 1995 Annual Meeting, the three persons receiving the greatest number of
votes will be elected to serve as Class III directors.
Under the terms of the Company's Bylaws, nominations for the Board of
Directors made by shareholders must be made in writing and delivered or mailed
to the Chief Executive Officer and/or President of the Company at the Company's
principal executive offices not less than 14 days nor more than 60 days prior to
the Annual Meeting of Shareholders. If less than 14 days' notice of the Annual
Meeting is given to shareholders, such nominations must be delivered or mailed
as specified above not later than the close of business on the fourth day
following the day on which the notice was mailed. Such notification shall
contain the following information to the extent known to the nominating
shareholder: a) name and address of each proposed nominee, b) the principal
occupation of each proposed nominee, c) the name and residence address of the
nominating shareholder, and d) the number of shares of capital stock of the
corporation owned by the nominating shareholder. Shareholder nominations for the
3
<PAGE> 8
1995 Annual Meeting of Shareholders must be delivered or mailed to the Company
no later than April 17, 1995.
The following table sets forth the names of the nominees and the current
directors who will continue in office after the Meeting, their ages, information
as to their business experience for the last five years (unless otherwise
noted), and the year they first became directors of the Company.
<TABLE>
<CAPTION>
DIRECTOR
NAMES (AGES) AND BUSINESS EXPERIENCE SINCE
- ------------------------------------------------------------------------------- --------
<S> <C>
Nominees (Class III) -- Term Expiring in 1998
RICHARD E. BLANEY (58), Madison, Wisconsin..................................... 1974
Retired President of Richard Blaney Seeds Inc., sellers of hybrid seed corn,
with which he was associated for more than 9 years.
FREDERIC E. MOHS (58), Madison, Wisconsin...................................... 1975
Partner in the law firm of Mohs, MacDonald, Widder & Paradise, of which he
has been a member since 1968.
PHILLIP C. STARK (69), Madison, Wisconsin...................................... 1985
Chairman of the Board and Vice President and Secretary of The Stark Company,
a real estate company, with which he has been associated for 46 years.
Members of the Board of Directors Continuing in Office
Class I -- Term Expiring in 1996
JEAN MANCHESTER BIDDICK (68), Madison, Wisconsin............................... 1982
Retired Chief Executive Officer of Neesvig's Inc., a wholesale meat company,
with which she was associated for more than 27 years.
DAVID C. MEBANE (61), Madison, Wisconsin....................................... 1984
Chairman of the Board of Directors, President, and Chief Executive Officer of
the Company, of which he has been an officer since 1980; also director of
First Federal Capital Corp., a bank holding company.
ROBERT B. RENNEBOHM (72), Madison, Wisconsin................................... 1983
President Emeritus of the University of Wisconsin Foundation, with which he
had been associated for more than 38 years; also director of First Federal
Capital Corp., a bank holding company.
</TABLE>
4
<PAGE> 9
<TABLE>
<CAPTION>
DIRECTOR
NAMES (AGES) AND BUSINESS EXPERIENCE SINCE
- ------------------------------------------------------------------------------- --------
<S> <C>
Class II -- Term Expiring in 1997
ROBERT M. BOLZ (72), Madison, Wisconsin........................................ 1972
Retired Vice Chairman of the Board of Directors of Oscar Mayer Foods
Corporation, a meat packing company, of which he had been an officer since
1966.
H. LEE SWANSON (56), Cross Plains, Wisconsin................................... 1988
Chief Executive Officer, President, and Director of the State Bank of Cross
Plains, with which he has been associated for more than 29 years; also
director of Mid-Plains Telephone Company, an independent telephone company.
FRANK C. VONDRASEK (66), Madison, Wisconsin.................................... 1982
Vice Chairman of the Board of Directors of the Company, of which he was an
officer from 1974 through 1993; also director of Firstar Bank Madison, N.A.
</TABLE>
5
<PAGE> 10
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY DIRECTORS AND EXECUTIVE OFFICERS
(AS OF MARCH 1, 1995)
The following table lists the beneficial ownership of Common Stock of each
director and nominee, the executive officers named in the Summary Compensation
Table, and the directors and executive officers as a group. In each case the
indicated owner has sole voting power and sole investment power with respect to
the shares shown except as noted.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF SHARES OUTSTANDING
NAME BENEFICIALLY OWNED COMMON STOCK
---------------------------------------------- ------------------ ------------
<S> <C> <C>
Jean Manchester Biddick....................... 2,084 *
Richard E. Blaney............................. 749 *
Robert M. Bolz................................ 2,116 *
Robert E. Domek............................... 4,449(1)(2) *
Donald J. Helfrecht........................... 3,537(1) *
Joseph T. Krzos............................... 752(1)(2) *
David C. Mebane............................... 4,815(1)(2) *
Frederic E. Mohs.............................. 1,002(3) *
Robert B. Rennebohm........................... 713 *
Phillip C. Stark.............................. 1,867 *
H. Lee Swanson................................ 2,100(4) *
Frank C. Vondrasek............................ 11,977(1)(2) *
Mark C. Williamson............................ 959(2) *
Gary J. Wolter................................ 1,412(1)(2) *
All directors and executive officers as a
group (19).................................. 50,613(2) *
</TABLE>
- -------------------------
* Less than 1 percent.
(1) Messrs. Domek, Helfrecht, Krzos, Mebane, Vondrasek, and Wolter are directors
of Madison Gas and Electric Company Foundation, Inc., and as such have
shared voting and investment power in an additional 6,565 shares of Common
Stock held thereby.
(2) Includes Common Stock held under the two Employee Stock Ownership Plans of
the Company for the account of executive officers of the Company with
respect to which such persons have sole voting but no investment power: Mr.
Domek, 3,610 shares; Mr. Krzos, 149 shares; Mr. Mebane, 2,888 shares; Mr.
Vondrasek, 6,706 shares; Mr. Williamson, 8 shares; Mr. Wolter, 47 shares;
and directors and executive officers as a group, 20,780 shares.
(3) Includes 343 shares of Common Stock with respect to which Mr. Mohs is
trustee of a trust for the benefit of his children.
(4) Mr. Swanson is a member of the Qualified Plan Committee of the Profit
Sharing Plan and the Money Purchase Pension Plan of the State Bank of Cross
Plains and as such has shared voting and investment power in an additional
1,050 shares of Common Stock held thereby.
6
<PAGE> 11
BOARD COMMITTEES
The Company has an Audit Committee, a Compensation Committee, an Executive
Committee, and a Personnel Committee.
During the year ended December 31, 1994, a total of 16 meetings of the
Board of Directors were held. All of the directors attended in excess of 75
percent of the aggregate of these meetings and (if they were members of the
Audit, Compensation, Executive, or Personnel Committee) the meetings of the
Audit, Compensation, Executive, and Personnel Committees.
Directors who are not employees of the Company will receive $7,500
annually, plus $500 for each Board meeting attended and $350 for each Audit,
Compensation, Executive, or Personnel Committee meeting attended. The Vice
Chairman of the Board of Directors receives an additional $10,500 annual
retainer. Mr. Mebane does not receive additional compensation for serving as a
director.
The members of the Audit Committee are Mrs. Biddick and Messrs. Blaney,
Bolz, Helfrecht, Mohs, Rennebohm, Stark, Swanson, and Vondrasek. The Audit
Committee held two meetings during 1994. The Audit Committee's function is to
meet with the Company's internal auditors and independent public accountants and
discuss with them the scope and results of their audits, the Company's
accounting practices, and the adequacy of the Company's internal controls. The
Audit Committee also approves services performed by the Company's independent
public accountants.
The members of the Compensation Committee are Messrs. Blaney, Bolz, and
Mohs. The Compensation Committee held four meetings during 1994. The function of
the Compensation Committee is to review the salaries, fees, and other benefits
of officers and directors and recommend compensation adjustments to the Board of
Directors.
The members of the Executive Committee are Mrs. Biddick and Messrs. Blaney,
Helfrecht, Mebane, Mohs, and Vondrasek. The Executive Committee held one meeting
during 1994. The Executive Committee provides a means of taking prompt action
when a quorum of the Board of Directors cannot be readily assembled. When the
Board of Directors is not in session, the Executive Committee has the powers of
the Board in the management of the business and affairs of the Company, except
action with respect to dividends to shareholders, election of principal
officers, or the filling of vacancies on the Board of Directors or committees
created by the Board of Directors. The members of the Executive Committee are
elected by the Board of Directors each year at the first meeting of the Board
following the Annual Meeting of Shareholders to serve until the first Board
meeting following the next Annual Meeting of Shareholders.
The members of the Personnel Committee are Mrs. Biddick and Messrs. Mebane,
Mohs, Swanson, and Vondrasek. The Personnel Committee held three meetings during
1994. The Personnel Committee makes recommendations with respect to the election
of directors and officers of the Company. Nominations for the Board of Directors
by shareholders, which are submitted to the Chief Executive
7
<PAGE> 12
Officer and/or President of the Company, in the manner described above, will be
considered by the Personnel Committee, the Board, or the Chief Executive
Officer.
EXECUTIVE COMPENSATION
The following table summarizes the compensation for the fiscal years 1992,
1993, and 1994 of the Chief Executive Officer and four other executive officers
whose compensation exceeded $100,000 for fiscal year 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
AWARDS
ANNUAL COMPENSATION ----------------------- PAYOUTS
--------------------------------- SECURITIES -------
OTHER ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL BONUS COMPENSATION STOCK OPTIONS PAYOUTS COMPENSATION ($)
POSITION YEAR SALARY ($) ($) ($) AWARDS ($) (#) ($) (5)
- -------------------------- ---- ---------- ----- ------------ ---------- ---------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David C. Mebane(1)........ 1994 $ 237,601 0 0 0 0 0 $2,250
Chairman, President and 1993 $ 175,806 0 0 0 0 0 $2,249
Chief Executive Officer 1992 $ 149,320 0 0 0 0 0 $2,182
Gary J. Wolter............ 1994 $ 122,221 0 0 0 0 0 $1,832
Vice President- 1993 $ 97,515 0 0 0 0 0 $1,445
Administration and 1992 $ 84,544 0 0 0 0 0 $1,268
Secretary
Mark C. Williamson(2)..... 1994 $ 116,230 0 0 0 0 0 $ 291
Vice President-Energy 1993 $ 95,468 0 0 0 0 0 $ 239
Services 1992 $ 82,506 0 0 0 0 0 $ 206
Robert E. Domek(3)........ 1994 $ 112,255 0 0 0 0 0 $1,268
Senior Vice President- 1993 $ 93,884 0 0 0 0 0 $1,238
Human Resources 1992 $ 89,357 0 0 0 0 0 $1,303
Joseph T. Krzos(4)........ 1994 $ 110,180 0 0 0 0 0 $1,650
Vice President-Finance 1993 $ 88,237 0 0 0 0 0 $1,324
1992 $ 79,977 0 0 0 0 0 $1,200
</TABLE>
- -------------------------
(1) President and Chief Operating Officer until January 1, 1994, when he assumed
the duties of Chief Executive Officer. Promoted to Chairman, President and
Chief Executive Officer on May 9, 1994.
(2) Promoted to Assistant Vice President-Electric Supply as of July 1, 1992,
until November 1, 1992, when he was made Assistant Vice President-Energy
Services. Promoted to Vice President-Energy Services as of May 1, 1993.
(3) Vice President-Human Resources until May 1, 1993, when he was promoted to
Senior Vice President-Human Resources.
(4) Assistant Vice President-Accounting & Control until December 1, 1992, at
which time he was promoted to Vice President-Finance.
(5) All other compensation for 1994 amounts are Company contributions to a
401(k) defined contribution plan.
8
<PAGE> 13
REPORT ON EXECUTIVE COMPENSATION
CORPORATE MISSION
The mission of Madison Gas and Electric Company is to provide quality gas
and electric utility service to its customers at competitive rates; to meet all
customers' gas, electric, and related energy needs; and to earn a reasonable
return for investors. MGE is committed to maintaining the highest standards of
corporate citizenship and fair treatment for all employees.
COMPENSATION PHILOSOPHY
The principal goal of the Madison Gas and Electric Company compensation
program is to pay employees, including executive officers, at levels which are:
- reflective of how well the Company is achieving its corporate mission
- consistent with the Company's current financial condition, earnings,
rates, total shareholder return, and projected Consumer Price Index
- reflective of individual performance and experience
- competitive in the marketplace
- administered in a fair and consistent manner.
The 1994 compensation program for executives was comprised of base salary
only. Executive salaries are established within a salary range that reflects
competitive salary levels for similar positions in similar-sized gas and
electric utilities. The utilities used for salary comparison are not the same
companies included in the performance graph peer group in this Proxy Statement.
The 19 Upper Midwest combination utilities included in the performance graph
peer group were selected to reflect utilities facing similar weather and
economic conditions. Many of these companies are larger than MGE with much
higher compensation structures. When examining compensation peer groups, it was
determined more appropriate to consider similar-sized utilities.
The midpoint (or middle) of an executive's salary range is approximately
equal to the median salary level of the surveyed utilities. An executive's
position in the range reflects his or her performance over a period of years in
that position, the executive's experience in that position, and Company
performance.
Specific individual or Company performance targets are not set. Instead, an
executive's salary within the salary range is determined by subjectively
evaluating the individual's performance and experience and the Company's
performance.
While MGE's current compensation program has functional adequacy to retain
and fairly compensate the Company's executives, the Compensation Committee and
the full Board review the
9
<PAGE> 14
objectives of the executive compensation program on a continuing basis. Each
year, the Compensation Committee reviews and recommends to the Board annual
salaries, salary grades and ranges, and the overall salary program design for
the Company's executives. A study was performed for the Company in late 1993 by
a compensation consultant. The study compared the pay levels of MGE executives
to pay levels of other utilities with revenues of approximately $250 million.
This study showed that pay levels for MGE executives were generally below the
median of salary and incentive compensation for similar-sized utilities. Salary
adjustments were made to move Company executives closer to the market median for
their positions and to reflect the Company's performance as discussed below.
COMPANY PERFORMANCE AND EXECUTIVE COMPENSATION
Company performance factors such as earnings, rates, shareholder return,
and other financial criteria are used in determining the CEO's and other
executive officers' positions in his or her salary range as described above.
Company performance in 1994 continued to exceed industry performance. MGE
achieved record earnings of $2.29 per share. Total shareholder return exceeded
the S&P 500 Stock Index and MGE's peer group of utilities for both the year 1994
and the five-year period ended December 31, 1994. During 1994, the Company also
decreased electric rates and froze natural gas rates. The CEO's annual salary
was increased to $236,676 to reflect these recent accomplishments. The CEO's
total 1994 compensation remains below the market total compensation identified
in the compensation study.
Richard E. Blaney
Robert M. Bolz
Frederic E. Mohs
10
<PAGE> 15
COMPANY PERFORMANCE
The following graph shows a five-year comparison of cumulative total
returns for the Company, S&P 500, and a Peer Group Index weighted according to
each company's market capitalization as of the beginning of each annual period.
MADISON GAS AND ELECTRIC COMPANY
FINANCIAL PERFORMANCE
CUMULATIVE FIVE YEAR TOTAL RETURN* COMPARISON
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) MGE S&P 500 PEER GROUP
<S> <C> <C> <C>
1989 100 100 100
1990 102 97 96
1991 150 126 123
1992 168 136 130
1993 184 150 147
1994 188 152 140
</TABLE>
Assumes $100 invested on December 31, 1989, in each of the Company's Common
Stock, S&P 500, and the Peer Group
* Total return assumes reinvestment of dividends
11
<PAGE> 16
The Peer Group selected by the Company is composed of 19 Upper Midwest
combination utilities. The companies included in the Peer Group are as follows:
<TABLE>
<S> <C>
Cilcorp Inc. Minnesota Power & Light
Cinergy Corp. Nipsco Industries Inc.
Cipsco Inc. Northern States Power-MN
CMS Energy Corp. Southern Indiana Gas & Elec.
DPL Inc. St. Joseph Light & Power
IES Industries Inc. Utilicorp United Inc.
Illinova Corp. Wisconsin Energy Corp.
Interstate Power Co. WPL Holdings Inc.
Iowa-Illinois Gas & Elec. WPS Resources Corp.
Midwest Resources
</TABLE>
Note: Data accumulated by S&P Compustat Services
PENSION PLAN AND SUPPLEMENTAL RETIREMENT PLAN
The Company has a noncontributory qualified defined benefit Pension Plan
covering its salaried employees. The amount of pension is based upon years of
service and final 60-month average earnings prior to retirement.
The following table indicates the estimated maximum retirement benefits
payable (unreduced for survivor protection) at the normal retirement age of 65
for specified compensation and years of service classifications. Substantially
all compensation shown in the salary column of the summary compensation table is
included in compensation under the Pension Plan, subject to any statutory
regulations imposed by the Internal Revenue Code. Information in this table is
based on the Pension Plan formula for years of service credit earned in 1986 and
subsequent years. The retirement benefits are not subject to any reduction for
Social Security benefits received by the employees or for any other offset
amounts.
PENSION PLAN TABLE (1)
<TABLE>
<CAPTION>
ANNUAL PENSION AT NORMAL RETIREMENT AGE OF 65
AFTER YEARS OF SERVICE INDICATED BELOW(2)
-----------------------------------------------
FINAL FIVE-YEAR 25 YEARS
AVERAGE ANNUAL SALARY 10 YEARS 15 YEARS 20 YEARS OR MORE
--------------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$100,000......................... $12,500 $18,750 $25,000 $31,250
$125,000......................... $15,625 $23,438 $31,250 $39,063
$150,000......................... $18,750 $28,125 $37,500 $46,875
</TABLE>
(1) The retirement benefits reflect limits imposed by the Internal Revenue Code
on benefit amounts and covered compensation.
(2) The Pension Plan Table does not reflect service credit prior to 1986 when
the Pension Plan required employee contributions. The normal retirement
pension for employees with service credits prior to 1986 will exceed the
amounts shown in the Pension Plan Table, depending upon their years of
pre-1986 service and contributions made to the Pension Plan.
12
<PAGE> 17
The estimated annual retirement payable at normal retirement age of 65
under the Pension Plan formula (assuming continuation of 1994 compensation
levels through retirement and taking into account employee contributions and
service credits for 1985 and prior years) is $53,184 to Mr. Mebane, $43,555 to
Mr. Wolter, $39,926 to Mr. Williamson, $38,610 to Mr. Domek, and $38,645 to Mr.
Krzos.
The full credited years of service under the Pension Plan are 18 for Mr.
Mebane, 11 for Mr. Wolter, 9 for Mr. Williamson, 25 for Mr. Domek, and 12 for
Mr. Krzos.
Officers of the Company are also covered under a nonqualified supplemental
retirement plan which provides a supplemental retirement benefit. The
supplemental retirement benefit is a designated percentage ranging from 55 to 70
percent of the final 60-month average earnings less the benefit payable from the
Pension Plan described above. The designated percentage is based on the
officer's age at retirement. The estimated supplemental annual retirement
benefit payable at normal retirement age of 65 under the supplemental retirement
plan (assuming continuation of 1994 compensation levels through retirement) is
$112,317 to Mr. Mebane, $48,618 to Mr. Wolter, $49,509 to Mr. Williamson,
$26,230 to Mr. Domek, and $39,801 to Mr. Krzos.
The Company has purchased life insurance policies for select officers under
which the Company is beneficiary. At the officer's death, the proceeds of such
life insurance are intended to reimburse the Company for the expense of the
benefits provided under the supplemental retirement plan.
DEFERRED COMPENSATION PLAN
Officers of the Company are permitted to defer a portion of their current
salary under a nonqualified deferred compensation plan initiated in 1984. One
officer contributed to the plan during 1994. Participants in the plan are
entitled to receive deferred compensation upon termination of active employment.
Deferred compensation under this plan does not constitute compensation as
defined under the Pension Plan described above.
The Company has entered into a trust agreement for the purpose of assuring
the payment of the Company's obligations under the supplemental retirement plan
and deferred compensation plan. Under the trust agreement, in the event of a
change in control or potential change in control of the Company, the Company
will be obligated to deliver to the trustee cash or marketable securities having
a value equal to the present value of the amounts which the Company is obligated
to pay under such plans and the costs of maintaining the trust. "Change in
control" is defined generally as the acquisition by any person, subject to
certain exceptions, of beneficial ownership of 20 percent or more of the Common
Stock; a change in the majority of the Board of Directors; certain mergers or
similar transactions involving the Company's assets where, among other
conditions, the current shareholders do not constitute at least 60 percent of
the shareholders of the resulting or acquiring entity; or a liquidation of the
Company.
13
<PAGE> 18
SEVERANCE PLANS
The Company has entered into severance agreements with certain key
employees, including Messrs. Mebane, Wolter, Williamson, Domek, and Krzos. Under
these agreements, each such employee is entitled to a severance payment
following a change in control of the Company as defined above if, within 24
months after such change in control, employment with the Company is terminated
by (i) the Company, (ii) the employee for good reason, or (iii) the employee for
any reason during the 30-day period commencing one year after the date of change
in control. Each agreement terminates in May 1997 but is automatically extended
for an additional year, unless either the Company or the employee gives notice
not to extend the agreement or a change in control of the Company has occurred.
Severance payments will be equal to three times the employee's annual base
salary plus three times the highest bonus paid during any of the five years
preceding a change in control. If the employee receives severance benefits
following a change in control, health, life, and disability benefits are
continued for up to three years, and the employee will also be grossed up for
any excise taxes he may incur. In circumstances not involving a change in
control of the Company, Messrs. Mebane, Wolter, Williamson, Domek, and Krzos,
like other salaried employees, are entitled under the Company's general
severance plan to a payment equal to two weeks of compensation plus the
employee's weekly compensation multiplied by the number of years of employment,
not exceeding 24.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, directors, officers, and employees of the Company may
solicit proxies from the shareholders of the Company personally or by telephone.
The Company has retained Morrow & Co., Inc., to aid in the solicitation of
proxies at a fee of $6,000 plus expenses.
RECEIPT OF SHAREHOLDERS' PROPOSALS AND
DIRECTOR NOMINATIONS FOR NEXT ANNUAL MEETING
In order to be considered for inclusion in the Company's proxy materials
for the 1996 Annual Meeting of Shareholders, any shareholders' proposals must be
received at the Company's principal executive offices at 133 South Blair Street,
Post Office Box 1231, Madison, Wisconsin 53701-1231, no later than November 22,
1995.
Shareholder nominations for Class I directors to be elected at the 1996
Annual Meeting of Shareholders must be submitted in the manner described in
Election of Directors above not less than 14 days nor more than 60 days prior to
the 1996 Annual Meeting.
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<PAGE> 19
OTHER MATTERS
The Company's Annual Report for the year 1994 has been mailed to
shareholders.
The management has no knowledge of any other matters to be brought before
the Annual Meeting. If, however, any other matters properly come before the
Annual Meeting, it is the intention of the persons named in the proxy to vote
the proxies in accordance with their judgment on such matters.
The Board of Directors has selected Coopers & Lybrand to audit the
consolidated financial statements of the Company and its subsidiaries for 1995.
Coopers & Lybrand L.L.P., the Company's independent public accountant in 1994,
is expected to have a representative present at the meeting who may make a
statement and will be available to respond to appropriate questions.
Madison Gas and Electric Company
[SIG]
DAVID C. MEBANE
Chairman of the Board, President,
and Chief Executive Officer
Dated March 21, 1995
15
<PAGE> 20
- --------------------------------------------------------------------------------
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MADISON GAS AND
ELECTRIC COMPANY
The undersigned Common Stock shareholder of MADISON GAS AND
ELECTRIC COMPANY hereby appoints RICHARD E. BLANEY,
ROBERT M. BOLZ, DAVID C. MEBANE, and FRANK C. VONDRASEK, and each of
them, as proxies with power of substitution (to act by a
majority of such of them as shall be present) to represent and to vote
all shares of stock the undersigned would be entitled to vote, at the
Annual Meeting of Shareholders to be held at the Holiday Inn--Madison
West, 1313 John Q. Hammons Drive, Greenway Center, Middleton,
Wisconsin on Monday, May 1, 1995, at 11:00 a.m., local time, and at
all adjournments thereof:
(1) The election of members of Class III of the Board of Directors
as provided in the Company's Proxy Statement:
<TABLE>
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all nominees
(except as marked to the contrary below) listed below
</TABLE>
Class III (3 years)--R. Blaney, F. Mohs, and P. Stark (to withhold
authority to vote for any individual nominee, write the nominee's name
in the space provided below):
----------------------------------------------------------------------
(2) In their discretion upon such other business as may properly
come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED WITH
RESPECT TO THE MATTERS DESIGNATED IN PROPOSAL NUMBERED (1). IF NO
SPECIFICATION IS MADE, THE SHARES WILL BE VOTED "FOR" ALL NOMINEES.
<TABLE>
<S> <C>
This proxy revokes any proxy heretofore given. ------------------------------------------------- (L.S.)
----------------------------------------------, 1995 ------------------------------------------------- (L.S.)
MONTH DAY
Please sign exactly as name appears hereon. For
joint accounts, all tenants should sign. Executors,
Administrators, Trustees, etc., should so indicate
when signing.
</TABLE>
- --------------------------------------------------------------------------------
<PAGE> 21
MR. GARY J. WOLTER ANNUAL SHAREHOLDERS' MEETING
MADISON GAS AND ELECTRIC COMPANY MONDAY, MAY 1, 1995, 11:00 AM
POST OFFICE BOX 1231 HOLIDAY INN MADISON WEST
MADISON, WISCONSIN 53701-1231 1313 JOHN Q. HAMMONS DRIVE
MIDDLETON, WISCONSIN
I (We) plan to attend the Annual Meeting of Shareholders.
Name of Shareholder(s) Atttending _____________________________________________
(please print)
Address _______________________________________________________________________
City _______________________ State ____________________ ZIP Code ______________
Name of Guest Attending _______________________________________________________
(please print)
PLEASE RETURN THIS RESERVATION ONLY IF YOU PLAN TO ATTEND THE ANNUAL MEETING.
IT MAY BE ENCLOSED WITH YOUR PROXY. THANK YOU.
