<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:
[X] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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 6, 1996
<PAGE> 3
MADISON GAS AND ELECTRIC COMPANY
POST OFFICE BOX 1231
MADISON, WISCONSIN 53701-1231
March 26, 1996
Dear Shareholder:
The directors and officers of the Company join me in extending a cordial
invitation to you to attend our 1996 Annual Meeting of Shareholders which will
be held on Monday, May 6, 1996, 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 I to hold office until 1999 and
approval of an amendment to the Company's Restated Articles of Incorporation.
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,
David C. Mebane
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 6, 1996, 11:00 A.M.
The 1996 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 6,
1996, at 11:00 a.m., local time, for the purposes of:
(1) Electing three directors of Class I to hold office until the
Annual Meeting of Shareholders in 1999 and until their successors have been
elected and qualified.
(2) Considering and voting upon a proposed amendment of Article Third,
Division A, of the Company's Restated Articles of Incorporation to (i)
increase the number of shares of Common Stock authorized for issuance by
the Company from the present 28,000,000 shares to 50,000,000 shares, and
(ii) reduce the par value of Common Stock from $8.00 to $1.00 per share.
(3) 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, 1996, 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 26, 1996
-------------------------
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:
The Proxy Statement and accompanying proxy, to be mailed on or about March
26, 1996, 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 1996 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 6, 1996, 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 which
is voted at the 1996 Annual Meeting, or attendance at the Meeting and voting in
person. Attendance at the Meeting will not automatically revoke a proxy.
As of March 1, 1996, the Company had outstanding 16,079,718 shares of
28,000,000 authorized shares of Common Stock. The Common Stock constitutes the
only class of securities entitled to vote at the 1996 Annual Meeting of
Shareholders. Only those shareholders of Common Stock of record at the close of
business on March 1, 1996, 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 Investors
Plus 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.
VOTING INFORMATION
A shareholder may, with respect to the election of directors, (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
2
<PAGE> 7
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. A
shareholder may, with respect to the proposal to amend the Company's Restated
Articles of Incorporation, (i) vote for the proposal, (ii) vote against the
proposal, or (iii) abstain from voting on the proposal. Proxies properly
executed and received by the Company prior to the 1996 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 named director nominees and for the proposal to amend the
Company's Restated Articles of Incorporation. 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 with respect to such matter,
although such shares may be considered present and entitled to vote for other
purposes and will count for purposes of determining the presence of a quorum.
If a quorum is present at the 1996 Annual Meeting, the three persons
receiving the greatest number of votes will be elected to serve as Class I
directors. Accordingly, withholding authority to vote for a director and
nonvotes with respect to the election of directors will not affect the outcome
of the election of directors. If a quorum is present at the 1996 Annual Meeting,
approval of the proposal to amend the Company's Restated Articles of
Incorporation requires the affirmative vote of two-thirds of the Common Stock
outstanding and entitled to vote at the 1996 Annual Meeting. Accordingly,
abstentions and nonvotes with respect to the proposal to amend the Company's
Restated Articles of Incorporation have the legal effect of a vote against the
proposal.
ELECTION OF DIRECTORS
As described below, upon the retirement of Messrs. Bolz and Rennebohm at
the 1996 Annual Meeting, the Board of Directors will consist of eight directors
divided into three classes, one class having two directors and two classes
having 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 I directors for three-year terms, to expire at the
1999 Annual Meeting of Shareholders and upon the election and qualification of
their successors.
Mrs. Biddick and Messrs. Mebane and Rennebohm are currently Class I
directors whose terms expire at the 1996 Annual Meeting. Mrs. Biddick and Mr.
Mebane have been nominated for reelection. Mr. Rennebohm, age 73, who has been a
director for 13 years, has informed the Board of his intention to retire from
the Board and committees thereof upon the expiration of his term at the 1996
Annual Meeting. Ms. Millner has been nominated for election as a Class I
director to fill the vacancy created by the retirement of Mr. Rennebohm.
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.
3
<PAGE> 8
Mr. Bolz, age 73, who has been a director for 24 years, has also informed
the Board of his intention to retire from the Board and committees thereof at
the 1996 Annual Meeting. Mr. Bolz is currently a Class II director whose term
would expire at the 1997 Annual Meeting of Shareholders. Shareholders are not
being asked to elect a nominee to fill the vacancy created by Mr. Bolz's
retirement.
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
1996 Annual Meeting of Shareholders must be delivered or mailed to the Company
no later than April 22, 1996.
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 I) -- Term Expiring in 1999
JEAN MANCHESTER BIDDICK (69), 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 (62), 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.
REGINA M. MILLNER (52), Madison, Wisconsin.....................................
Attorney and Real Estate Consultant for more than 10 years and President of
RMM Enterprises, Inc., a real estate consulting firm; also director of Domus
Equity Corporation.
</TABLE>
4
<PAGE> 9
<TABLE>
<CAPTION>
DIRECTOR
NAMES (AGES) AND BUSINESS EXPERIENCE SINCE
- ------------------------------------------------------------------------------- --------
<S> <C>
Members of the Board of Directors Continuing in Office
Class II -- Term Expiring in 1997
H. LEE SWANSON (58), 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 30 years; also
director of Mid-Plains Telephone Company, an independent telephone company.
FRANK C. VONDRASEK (67), Madison, Wisconsin.................................... 1982
Vice Chairman of the Board of Directors of the Company, of which he was an
officer from 1974 through 1993.
Class III -- Term Expiring in 1998
RICHARD E. BLANEY (59), 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 (59), 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 (70), 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 47 years.
</TABLE>
5
<PAGE> 10
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY DIRECTORS AND EXECUTIVE OFFICERS
(AS OF MARCH 1, 1996)
The following table lists the beneficial ownership of Common Stock of each
director and nominee, the individuals 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>
Burnett F. Adams.................................. 1,144(2) *
Jean Manchester Biddick........................... 3,311 *
Richard E. Blaney................................. 1,190 *
Robert E. Domek................................... 7,068(1)(2) *
David C. Mebane................................... 7,650(1)(2) *
Regina M. Millner................................. 918 *
Frederic E. Mohs.................................. 1,591(3) *
Phillip C. Stark.................................. 2,966 *
H. Lee Swanson.................................... 3,150(4) *
Frank C. Vondrasek................................ 19,028(1)(2) *
Mark C. Williamson................................ 1,747(2) *
Gary J. Wolter.................................... 2,519(1)(2) *
All directors and executive officers as a
group(17)....................................... 72,213(2) *
</TABLE>
- -------------------------
* Less than 1 percent.
(1) Messrs. Domek, 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 9,847 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.
Adams, 412 shares; Mr. Domek, 5,735 shares; Mr. Mebane, 4,588 shares; Mr.
Vondrasek, 10,653 shares; Mr. Williamson, 12 shares; Mr. Wolter, 74 shares;
and directors and executive officers as a group, 33,013 shares.
(3) Includes 544 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
1,575 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, 1995, a total of 12 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 $10,000
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 $1,000 annual
retainer. Mr. Mebane does not receive additional compensation for serving as a
director.
The members of the Audit Committee continuing in office are Mrs. Biddick
and Messrs. Blaney, Mohs, Stark, Swanson, and Vondrasek. The Audit Committee
held two meetings during 1995. 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 continuing in office are Messrs.
Blaney and Mohs. The Compensation Committee held four meetings during 1995. 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,
Mebane, Mohs, and Vondrasek. The Executive Committee held one meeting during
1995. 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 four meetings during
1995. 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
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<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.
PROPOSED AMENDMENT TO ARTICLE THIRD, DIVISION A, OF THE COMPANY'S RESTATED
ARTICLES OF INCORPORATION TO (I) INCREASE THE NUMBER OF SHARES OF COMMON STOCK
AUTHORIZED FOR ISSUANCE BY THE COMPANY FROM THE PRESENT 28,000,000 SHARES TO
50,000,000 SHARES, AND (II) REDUCE THE PAR VALUE OF COMMON STOCK FROM $8.00 PER
SHARE TO $1.00 PER SHARE
The Board of Directors has unanimously approved and recommended to the
shareholders an amendment (the "Proposed Amendment") of Article Third, Division
A, of the Restated Articles of Incorporation ("Articles") which reads as
follows:
"The number of shares of capital stock which the Company shall be
authorized to issue is Fifty-One Million One Hundred Seventy-Five Thousand
(51,175,000) shares, divided into Fifty Million (50,000,000) shares of
Common Stock, $1.00 par value per share, and One Million One Hundred
Seventy-Five Thousand (1,175,000) shares of Cumulative Preferred Stock,
$25.00 par value per share."
The Articles currently authorize the issuance of 28,000,000 shares of
Common Stock and 1,175,000 shares of Cumulative Preferred Stock. On December 15,
1995, the Board of Directors declared a 3 for 2 stock split in the form of a
stock dividend on the issued and outstanding shares of Common Stock, which was
paid on February 20, 1996, to shareholders of record at the close of business on
February 1, 1996. The payment of the stock dividend increased the number of
issued shares of Common Stock from 10,719,812 to 16,079,718, leaving 11,920,282
shares available for issuance.
The Proposed Amendment would increase the number of shares of Common Stock
authorized for issuance to 50,000,000 shares and would not change the number of
shares of Cumulative Preferred Stock authorized for issuance. The Proposed
Amendment would have no effect on the rights attaching to Common Stock. The
Board of Directors believes that the proposed increase in the number of
authorized shares of Common Stock will significantly enhance the Company's
financial flexibility. Shares of Common Stock may be used for general corporate
purposes, including stock splits and stock dividends, acquisitions, public and
private offerings, stock options, and other employee benefit plans. Having
additional authorized shares of Common Stock available for issuance will give
the Company greater flexibility and may result in future acquisitions or
issuances of Common Stock being effected without further shareholder action. The
Company has no present plans to issue any of the additional shares of Common
Stock which would be authorized by adoption of the Proposed Amendment.
The issuance of any additional shares of Common Stock may have the effect
of diluting the percentage of stock ownership, book value per share, and voting
rights of the present holders of the Common Stock. The Proposed Amendment may
also have the effect of discouraging attempts to take
8
<PAGE> 13
over control of the Company, as additional shares of Common Stock could be
issued to dilute the stock ownership and voting power or increase the cost to a
party seeking to obtain control of the Company. The Proposed Amendment is not
being made in response to any known effort or threat to acquire control of the
Company and is not part of a plan by management to adopt a series of amendments
to the Articles having an anti-takeover effect.
The decrease of the par value of each share of Common Stock from $8.00 to
$1.00 will reduce correspondingly the Company's Common Stock account by $7.00
for each outstanding share. The proposed reduction in par value will not affect
the rights of any shareholders of the Company and will not require share
certificates to be exchanged. The effect of the reduction will allow the
transfer of $7.00 per outstanding share from the Company's Common Stock account
to the Amount Received in Excess of Par Value account. As of March 15, 1996, the
amount transferable from the Company's Common Stock account to the Amount
Received in Excess of Par Value account pursuant to this Proposed Amendment was
$112,558,026. The reduction in par value will have no effect on total
shareholders' equity as reflected in the Company's balance sheet, nor will the
decrease in par value have any negative impact on the Company, its operations,
or the manner in which it conducts its business.
The approval of the Proposed Amendment requires the affirmative vote of the
holders of two-thirds of the outstanding shares of Common Stock.
THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSED AMENDMENT IS IN THE BEST
INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS A VOTE
FOR THE PROPOSED AMENDMENT.
9
<PAGE> 14
EXECUTIVE COMPENSATION
The following table summarizes the compensation for the fiscal years 1993,
1994, and 1995 of the Chief Executive Officer and four other executive officers
serving as executive officers on December 31, 1995, whose salary exceeded
$100,000 for fiscal year 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
AWARDS
ANNUAL COMPENSATION ------------------------ PAYOUTS
----------------------------------- RESTRICTED SECURITIES -------
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL BONUS COMPENSATION AWARDS ($) OPTIONS PAYOUTS COMPENSATION ($)
POSITION YEAR SALARY ($) ($) ($) (6) (#) ($) (7)
- ------------------------- ---- ---------- ----- ------------ ---------- ---------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David C. Mebane(1)....... 1995 $264,321 0 0 $6,350 0 0 $2,250
Chairman, President and 1994 $237,601 0 0 0 0 0 $2,250
Chief Executive Officer 1993 $175,806 0 0 0 0 0 $2,249
Gary J. Wolter(2)........ 1995 $146,517 0 0 $6,350 0 0 $2,046
Senior Vice President- 1994 $122,221 0 0 0 0 0 $1,832
Administration and 1993 $ 97,515 0 0 0 0 0 $1,445
Secretary
Mark C. Williamson(3).... 1995 $141,580 0 0 $6,350 0 0 $ 354
Senior Vice President- 1994 $116,230 0 0 0 0 0 $ 291
Energy Services 1993 $ 95,468 0 0 0 0 0 $ 239
Robert E. Domek(4)....... 1995 $126,930 0 0 $6,350 0 0 $1,393
Executive Vice
President 1994 $112,255 0 0 0 0 0 $1,268
1993 $ 93,884 0 0 0 0 0 $1,238
Burnett F. Adams(5)...... 1995 $127,665 0 0 $6,350 0 0 $ 956
Former Vice President- 1994 $107,074 0 0 0 0 0 $ 802
Procurement and 1993 $ 94,265 0 0 0 0 0 $ 707
Division Operations
</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) Vice President-Administration and Secretary until May 1, 1995, when he was
promoted to Senior Vice President-Administration and Secretary.
(3) Assistant Vice President-Energy Services until May 1, 1993, when he was
promoted to Vice President-Energy Services. Promoted to Senior Vice
President-Energy Services on May 1, 1995.
(4) Vice President-Human Resources until May 1, 1993, when he was promoted to
Senior Vice President-Human Resources. Promoted to Executive Vice President
on May 1, 1995.
(5) Assistant Vice President-Procurement and Division Operations until June 1,
1994, when he was promoted to Vice President-Procurement and Division
Operations. Mr. Adams resigned as Vice President-Procurement and Division
Operations effective January 31, 1996.
(6) The amounts in the table reflect the market value on the date of grant of
restricted stock awarded under restricted stock award agreements. The number
of shares of restricted stock held by each executive officer named in the
table is 300, and the market value of such shares as of December 31, 1995,
was $7,000 (each as adjusted for the 3 for 2 stock split paid on February
20, 1996). The restricted stock vests for each named executive who remains
employed until February 16, 1997. Holders of shares of restricted stock are
entitled to receive dividends on such shares at the same rate and at the
same time as on the Common Stock.
(7) All other compensation for 1995 amounts are Company contributions to a
401(k) defined contribution plan.
10
<PAGE> 15
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 1995 compensation program for executives was comprised of base salary,
plus a restricted stock award of 200 shares of MGE Common Stock. The 200 shares
of restricted Common Stock were awarded to all officers in February of 1995 in
recognition of 1994 record earnings. 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 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.
11
<PAGE> 16
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 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 1995 by a compensation consultant. The study compared the pay levels
of key MGE executives to pay levels of general industry and 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 both general industry and 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 1995 continued to be strong. MGE achieved earnings
of $2.23 per share. Total shareholder return exceeded MGE's peer group of
utilities for the five-year period ended December 31, 1995. During 1995, the
Company also held its electric rates and natural gas rates constant. The CEO's
annual salary was increased to $260,340 to reflect these recent accomplishments.
Mr. Mebane, as well as all other MGE officers, received the award of 200 shares
of restricted stock in recognition of 1994 record earnings. The CEO's total 1995
compensation remains below the market total compensation for both general
industry and similar-sized utilities identified in the compensation study.
Richard E. Blaney
Robert M. Bolz
Frederic E. Mohs
12
<PAGE> 17
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>
1990 100 100 100
1991 147 130 127
1992 165 140 135
1993 181 155 153
1994 184 157 145
1995 210 215 189
</TABLE>
Assumes $100 invested on December 31, 1990, in each of the Company's Common
Stock, S&P 500, and the Peer Group
*Total return assumes reinvestment of dividends
<TABLE>
<CAPTION>
--------------------------------
<S> <C> <C> <C>
S&P PEER
MGE 500 GROUP
--------------------------------
1990 $100 $100 $100
1991 $147 $130 $127
1992 $165 $140 $135
1993 $181 $155 $153
1994 $184 $157 $145
1995 $210 $215 $189
</TABLE>
13
<PAGE> 18
The Peer Group selected by the Company is composed of the following Upper
Midwest combination utilities:
<TABLE>
<S> <C>
Cilcorp Inc. ***MidWest Resources
Cinergy Corp. Minnesota Power & Light
Cipsco Inc. Nipsco Industries Inc.
CMS Energy Corp. Northern States Power-MN
DPL Inc. ****SIGCorp. Inc.
IES Industries Inc. St. Joseph Light & Power
Illinova Corp. Utilicorp United Inc.
Interstate Power Co. Wisconsin Energy Corp.
*Iowa-Illinois Gas & Elec. WPL Holdings Inc.
**MidAmerican Energy Co. WPS Resources Corp.
</TABLE>
Note: Data accumulated by S&P Compustat Services
* Consolidated with MidWest Resources into MidAmerican Energy Co.
** Consolidation of Iowa-Illinois Gas & Electric and MidWest Resources
*** Consolidated with Iowa-Illinois Gas & Electric into MidAmerican Energy Co.
**** Name change from Southern Indiana Gas & Electric
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.
14
<PAGE> 19
PENSION PLAN TABLE (1)
<TABLE>
<CAPTION>
ANNUAL PENSION AT NORMAL RETIREMENT AGE OF
65
AFTER YEARS OF SERVICE INDICATE BELOW(2)
-------------------------------------------
25
FINAL FIVE-YEAR 10 15 20 YEARS
AVERAGE ANNUAL SALARY YEARS YEARS 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 on their years of pre-
1986 service and contributions made to the Pension Plan.
The estimated annual retirement benefit payable at normal retirement age of
65 under the Pension Plan formula (assuming continuation of 1995 compensation
levels through retirement and taking into account employee contributions and
service credits for 1985 and prior years) is $53,184 to Mr. Mebane, $46,047 to
Mr. Wolter, and $46,316 to Mr. Williamson. The estimated annual retirement
benefit payable to Mr. Adams at normal retirement age of 65 under the Pension
Plan formula is $15,151. At December 31, 1995, the estimated annual retirement
benefit payable to Mr. Domek was $40,019.
The full credited years of service under the Pension Plan are 19 for Mr.
Mebane, 12 for Mr. Wolter, 10 for Mr. Williamson, and 25 for Mr. Domek.
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 1995 compensation levels through retirement) is
$125,739 to Mr. Mebane, $59,952 to Mr. Wolter, and $57,432 to Mr. Williamson.
The estimated annual supplemental retirement benefit payable to Mr. Adams at
normal retirement age of 65 under the supplemental retirement plan is $52,574.
At December 31, 1995, the estimated annual supplemental retirement benefit
payable to Mr. Domek was $30,497.
15
<PAGE> 20
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. Two
officers contributed to the plan during 1995. 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.
SEVERANCE PLANS
The Company has entered into severance agreements with certain key
employees, including Messrs. Mebane, Wolter, Williamson, and Domek. 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 has a three-year initial term, but on the first
anniversary of execution and each anniversary thereafter, the agreement is
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 the employee may incur. In circumstances not involving a change
in control of the Company, Messrs. Mebane, Wolter, Williamson, and Domek, 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.
16
<PAGE> 21
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 1997 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 26,
1996.
Shareholder nominations for Class II directors to be elected at the 1997
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 1997 Annual Meeting.
OTHER MATTERS
The Company's Annual Report for the year 1995 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 L.L.P. to audit the
consolidated financial statements of the Company and its subsidiaries for 1996.
Coopers & Lybrand L.L.P., the Company's independent public accountant in 1995,
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
DAVID C. MEBANE
DAVID C. MEBANE
Chairman of the Board, President,
and Chief Executive Officer
Dated March 26, 1996
17
<PAGE> 22
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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, 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 6, 1996, at
11:00 a.m., local time, and at all adjournments thereof:
(1) The election of members of Class I of the Board of Directors as
provided in the Company's Proxy Statement:
<TABLE>
<S> <C>
/ / FOR all nominees listed below
(except as marked to the contrary below)
<CAPTION>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all nominees listed
<CAPTION>
(except as marked to the contrary below) below
</TABLE>
Class I (3 years) -- J. Biddick, D. Mebane, and R. Millner (to
withhold authority to vote for any individual nominee, write the
nominee's name in the space provided below):
----------------------------------------------------------------------
(2) An amendment of Article Third, Division A, of the Company's
Restated Articles of Incorporation to (i) increase the number of
shares of Common Stock authorized for issuance by the Company from the
present 28,000,000 shares to 50,000,000 shares, and (2) reduce the par
value of Common Stock from $8.00 per share to $1.00 per share.
/ / For / / Against / / Abstain
(3) 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 PROPOSALS NUMBERED (1) AND (2). IF NO SPECIFICATION IS
MADE, THE SHARES WILL BE VOTED "FOR" ALL NOMINEES AND "FOR" THE
PROPOSAL TO AMEND THE COMPANY'S RESTATED ARTICLES OF INCORPORATION.
<TABLE>
<S> <C>
This proxy revokes any proxy heretofore given.
--------------------------------------------------- , 1996
MONTH DAY
<CAPTION>
This proxy revokes any proxy heretofore given. ------------------------------------------------- (L.S.)
<S> <C> <C>
--------------------------------------------------- , 1996 ------------------------------------------------- (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>
