<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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 4, 1999
<PAGE> 3
MADISON GAS AND ELECTRIC COMPANY
POST OFFICE BOX 1231
MADISON, WISCONSIN 53701-1231
March 24, 1999
Dear Shareholder:
The directors and officers of the Company join me in extending a cordial
invitation to you to attend our 1999 Annual Meeting of Shareholders which will
be held on Tuesday, May 4, 1999, at 11:00 a.m., local time, in the Exhibition
Hall of the Dane County Exposition Center, 1919 Expo Way, Madison, Wisconsin
(see the map on next page).
Our accompanying Proxy Statement requests approval of the election of a
slate of nominees for directors of Class I to hold office until 2002 and
approval of an amendment to the Company's Bylaws.
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 officers, directors, and other employees will be
available to answer any questions you may have.
YOUR VOTE IS IMPORTANT. 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 Meeting in person, please fill out the
reservation form 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 within
the Continental United States and 252-4744 in the Madison area.
Map
Note: Enter the Dane County Expo Center grounds through the Main Gate off of
Rimrock Road (see inset map).
<PAGE> 5
MADISON GAS AND ELECTRIC COMPANY
POST OFFICE BOX 1231
MADISON, WISCONSIN 53701-1231
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, MAY 4, 1999, 11:00 A.M.
The 1999 Annual Meeting of Shareholders of Madison Gas and Electric Company
will be held in Madison, Wisconsin, in the Exhibition Hall of the Dane County
Exposition Center, 1919 Expo Way, Madison, Wisconsin, on Tuesday, May 4, 1999,
at 11:00 a.m., local time, for the purposes of:
(1) Electing three Class I directors to hold office until the Annual
Meeting of Shareholders in 2002 and until their successors have been
elected and qualified.
(2) Considering and voting upon a proposed amendment to the Company's
Bylaws to require any employee director of the Company to remain employed
full-time in order to continue service as a director.
(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, 1999, 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 Company's Proxy Statement on the
following pages.
By order of the Board of Directors
GARY J. WOLTER, Secretary
March 24, 1999
-------------------------
It is important to you and the Company that your shares be represented at
the Meeting. 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
MADISON GAS AND ELECTRIC COMPANY:
The Proxy Statement and accompanying proxy, mailed on or about March 24,
1999, are furnished as a part of the solicitation of proxies by the Board of
Directors (the "Board") of Madison Gas and Electric Company (the "Company"), to
be voted at the 1999 Annual Meeting of Shareholders to be held in the Exhibition
Hall of the Dane County Exposition Center, 1919 Expo Way, Madison, Wisconsin, on
Tuesday, May 4, 1999, 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 1999 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, 1999, the Company had outstanding 16,079,718 shares of
Common Stock. The Common Stock constitutes the only class of securities entitled
to vote at the Meeting. Only those shareholders of record at the close of
business on March 1, 1999, 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 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 Bylaws, (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 at or prior to the Meeting 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 Bylaws. 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.
2
<PAGE> 7
If a quorum is present, 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 and the number of votes cast favoring the proposal to amend the
Company's Bylaws exceeds the number of votes cast opposing the proposal, the
proposal will be approved. Accordingly, abstentions and nonvotes with respect to
the proposal to amend the Company's Bylaws will not affect the outcome of the
vote on that proposal.
ELECTION OF DIRECTORS
As described below, upon the retirement of Messrs. Stark and Vondrasek at
the 1999 Annual Meeting, the Board of Directors will consist of eight directors
divided into three classes, with 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
2002 Annual Meeting and upon the election and qualification of their successors.
Mrs. Biddick, Ms. Millner, and Mr. Mebane are currently Class I directors
whose terms expire at the 1999 Annual Meeting and who have been nominated for
reelection.
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. Under the Company's
retirement guidelines for directors, non-officer directors must retire from the
Board no later than the Annual Meeting following their 73(rd) birthday.
Mr. Stark, age 73, who has been a director for 14 years, has informed the
Board of his intention to retire from the Board and its committees at the 1999
Annual Meeting. Mr. Stark is currently a Class III director whose term would
expire at the 2001 Annual Meeting. Mr. Vondrasek, age 70, a director for 17
years, has also informed the Board of his intention to retire from the Board and
its committees at the 1999 Annual Meeting. Mr. Vondrasek is currently a Class II
director whose term would expire at the 2000 Annual Meeting. Shareholders are
not being asked to elect nominees to fill the vacancies created by the
retirement of Mr. Stark and Mr. Vondrasek.
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.
3
<PAGE> 8
<TABLE>
<CAPTION>
DIRECTOR
NAMES (AGES) AND BUSINESS EXPERIENCE SINCE
------------------------------------ --------
<S> <C>
Nominees (Class I) -- Term Expiring in 1999
JEAN MANCHESTER BIDDICK (72), 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 (65), 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 (55), Madison, Wisconsin.................. 1996
Attorney, analyst and broker for more than 20 years; Her
firm, RMillner & Co., S.C., specializes in complex real
estate projects and provides consulting services for
private clients and governmental agencies; also a director
of Wisconsin State Equity Corporation.
Members of the Board of Directors Continuing in Office
Class II -- Term Expiring in 2000
H. LEE SWANSON (61), 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 33 years; also director of Chorus
Communications Group, MidPlains Telephone Company, and the
Federal Home Loan Bank of Chicago.
JOHN R. NEVIN (56), Madison, Wisconsin...................... 1998
Director, Grainger Center for Distribution Management, and
Grainger Wisconsin Distinguished Professor, School of
Business, University of Wisconsin-Madison, where he has
been a faculty member for 28 years.
Class III -- Term Expiring in 2001
RICHARD E. BLANEY (62), 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 (62), Madison, Wisconsin................... 1975
Partner in the law firm of Mohs, MacDonald, Widder &
Paradise, of which he has been a member since 1968.
F. CURTIS HASTINGS (53), Madison, Wisconsin................. 1999
President of J. H. Findorff & Son, Inc., and Findorff,
Inc., commercial and industrial general contractors and
design builders, with which he has been associated for 28
years; also director of National Guardian Life Insurance
Co.
</TABLE>
4
<PAGE> 9
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table lists the beneficial ownership of Common Stock of each
director and nominee, the individuals named in the Summary Compensation Table,
the directors and executive officers as a group, and each person known by the
Company to be the beneficial owner of more than 5 percent of the outstanding
shares of Common Stock. 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................ 3,936 *
Richard E. Blaney...................... 1,414 *
Terry A. Hanson........................ 2,477(1)(2) *
F. Curtis Hastings..................... 1,088 *
Thomas R. Krull........................ 10,178(2) *
David C. Mebane........................ 8,947(1)(2) *
Regina M. Millner...................... 924 *
Frederic E. Mohs....................... 1,872(3) *
John R. Nevin.......................... 900 *
H. Lee Swanson......................... 3,150 *
Mark C. Williamson..................... 2,614(1)(2) *
Gary J. Wolter......................... 3,888(1)(2) *
All directors and executive officers as
a group (18)........................ 52,979(2) *
Marshall & Ilsley Corporation.......... 910,798(4) 5.66
770 North Water Street
Milwaukee, Wisconsin 53202
</TABLE>
- -------------------------
* Less than 1 percent.
(1) Messrs. Hanson, Mebane, Williamson, and Wolter are directors of Madison Gas
and Electric Company Foundation, Inc., and as such have shared voting and
investment power in an additional 12,000 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.
Hanson, 425 shares; Mr. Krull, 6,344 shares; Mr. Mebane, 5,453 shares; Mr.
Williamson, 14 shares; Mr. Wolter, 88 shares; and directors and executive
officers as a group, 18,302 shares.
(3) Includes 628 shares of Common Stock with respect to which Mr. Mohs is
trustee of a trust for the benefit of his children.
(4) Marshall & Ilsley Trust Company is the Trustee of the Company's Employee
Stock Ownership Plans. Marshall & Ilsley Corporation (M&I), as a parent
holding company, filed a Schedule 13G to report beneficial ownership by it
and four subsidiaries of shares of Common Stock. Based on information
contained in the Schedule 13G, this includes shares as to which M&I has or
shares voting and investment power as follows: sole voting power as to
87,144 shares; shared voting power as to 823,501 shares (as to which
beneficial ownership is disclaimed as to 782,535 shares held in one or more
employee benefit plans); sole investment power as to 82,546 shares; and
shared investment power as to 828,252 shares (as to which beneficial
ownership is disclaimed as to 782,535 shares held in one or more employee
benefit plans).
5
<PAGE> 10
BOARD COMMITTEES
The Company has an Audit Committee, a Compensation Committee, an Executive
Committee, and a Personnel Committee.
During the year ended December 31, 1998, a total of 11 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.
In 1998 directors who were not employees of the Company received an annual
retainer of $11,500, plus $650 for each Board meeting attended and $350 for each
Audit, Compensation, Executive, or Personnel Committee meeting attended. Mr.
Mebane does not receive additional compensation for serving as a director.
The members of the Audit Committee are Mrs. Biddick, Ms. Millner, and
Messrs. Blaney, Hastings, Mohs, Nevin, Stark, Swanson, and Vondrasek. The Audit
Committee held two meetings during 1998. 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, Mohs, and
Stark. The Compensation Committee held one meeting during 1998. 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 did not meet during 1998.
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 Personnel Committee are Mrs. Biddick, Ms. Millner, and
Messrs. Mebane, Mohs, Swanson, and Vondrasek. The Personnel Committee held one
meeting during 1998. 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
Officer and/or President of the Company, in the manner previously described,
will be considered by the Personnel Committee, the Board, or the Chief Executive
Officer.
Messrs. Stark and Vondrasek will be retiring from the above committees at
the 1999 Annual Meeting.
6
<PAGE> 11
PROPOSED AMENDMENT TO BYLAWS TO REQUIRE EMPLOYEE DIRECTORS TO REMAIN
EMPLOYED IN ORDER TO CONTINUE TO HOLD OFFICE
The Board of Directors has unanimously approved and recommended to the
shareholders an amendment (the "Proposed Amendment") to the Company's Bylaws
which reads as follows:
"3.02(b) Qualifications. Each Director who is a full-time employee of the
Corporation or a subsidiary of the Corporation shall cease to hold office as a
Director upon a termination of employment with the Company and its subsidiaries
for any reason other than retirement with the consent of the Board of Directors
by a resolution adopted by directors constituting not less than 70 percent of
the number of directors of the Corporation fixed by the Board of Directors in
accordance with Section 3.01. Each Director must be a shareholder of the
Corporation. This Section 3.02(b) may be amended or repealed by the shareholders
in accordance with Section 11.01 or by the Board of Directors by a resolution
adopted by directors constituting not less than 70 percent of the number of
directors of the Corporation fixed by the Board of Directors in accordance with
Section 3.01."
DESCRIPTION
Currently, the only qualification that the Bylaws impose on directors is
that a director must be a shareholder of the Company. If the Proposed Amendment
is approved, a second qualification will be added: a director who is a full-time
employee of the Company must relinquish his or her position as director when
that employment ceases for any reason unless, after a cessation of employment by
reason of retirement, 70 percent of the Board approves his or her retention in
office.
The Board believes that the proposed director qualification requirement is
in the best interest of the Company and its shareholders because it promotes the
efficiency and continuity of the operations of the Board in the event that an
employee director is terminated or otherwise leaves the Company. If, however, a
director's employment with the Company ceases by reason of retirement, the
proposed director qualification requirement would enable the Board to weigh the
merits of retaining that director against any possible disruption on the Board.
The Proposed Amendment also provides that the Board may amend or repeal
this provision only if 70 percent of the Board agrees to do so. Generally, the
Bylaws permit Board amendment or repeal of any provision by a simple majority
vote. The supermajority voting requirement of the Proposed Amendment is designed
to ensure that the full force and effect of the proposed director qualification
requirement is not diluted by the general Bylaw amendment provision. Since a 70
percent vote is required for the Board to approve the retention of a retiring
employee as a director, the same vote should be required to amend or repeal the
provision altogether.
REQUIRED VOTE
The vote of shares cast in favor of the Proposed Amendment must exceed the
votes cast against it in order to approve the Proposed Amendment.
THE BOARD RECOMMENDS VOTES "FOR" THE PROPOSED AMENDMENT TO THE BYLAWS.
7
<PAGE> 12
EXECUTIVE COMPENSATION
The following table summarizes the compensation for 1996, 1997, and 1998 of
the Chief Executive Officer and four other executive officers serving as
executive officers on December 31, 1998, whose salary exceeded $100,000 for
1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------- ---------------------------------
AWARDS PAYOUTS
----------------------- -------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)(3)
------------------ ---- ------ ----- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David C. Mebane.......... 1998 303,736 14,000 0 0 0 0 8,226
Chairman, President, 1997 287,316 0 0 0 0 0 8,857
and Chief Executive 1996 270,756 0 0 0 0 0 12,263
Officer
Gary J. Wolter........... 1998 192,356 14,000 0 0 0 0 7,584
Senior Vice President - 1997 176,612 0 0 0 0 0 6,171
Administration and 1996 160,516 0 0 0 0 0 4,412
Secretary
Mark C. Williamson....... 1998 191,528 14,000 0 0 0 0 8,325
Senior Vice President - 1997 174,984 0 0 0 0 0 3,114
Energy Services 1996 158,092 0 0 0 0 0 395
Thomas R. Krull(1)....... 1998 131,204 12,000 0 0 0 0 3,981
Vice President - Gas 1997 120,764 0 0 0 0 0 2,736
and Electric Operations 1996 114,612 0 0 0 0 0 1,742
Terry A. Hanson(2)....... 1998 130,260 12,000 0 0 0 0 6,450
Vice President - 1997 122,416 0 0 0 0 0 5,089
Finance 1996 114,068 0 0 0 0 0 3,836
</TABLE>
- -------------------------
(1) Vice President-Electric Transmission and Distribution until November 1,
1997, when he was promoted to Vice President-Gas and Electric Operations.
(2) Treasurer until October 1, 1996, when he was promoted to Vice President and
Treasurer. Promoted to Vice President-Finance on November 1, 1997.
(3) All other compensation for 1998 amounts are Company contributions to a
401(k) defined contribution plan and pay for unused vacation. The 401(k)
Company contribution for 1998 was $4,800 for Mr. Mebane, $4,032 for Mr.
Wolter, $4,800 for Mr. Williamson, $3,936 for Mr. Krull, and $3,981 for Mr.
Hanson; the residual for each person in 1998 was pay for unused vacation for
each officer, except Mr. Krull.
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.
Executive salaries are established within a salary range that reflects
competitive salary levels for similar positions in similar-sized gas and
electric utilities and other Wisconsin 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
and other Wisconsin 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 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.
9
<PAGE> 14
From time to time the Compensation Committee considers awarding bonuses to
the Company's executives in the form of cash and/or stock. These bonuses may be
made for extraordinary Company or individual performance, a desire to retain an
executive by making that executive's compensation more competitive, aligning the
long-term interests of executives with shareholders, and other reasons.
EXECUTIVE COMPENSATION
Company performance factors such as earnings, rates, shareholder return,
and other available financial criteria were used in determining the CEO's and
other executive officers' positions in his or her salary range. Other criteria
such as gas and electric reliability and responsiveness to industry change were
also examined.
In 1998, the Company achieved solid earnings despite substantially lower
gas sales resulting from one of the warmest years on record. MGE addressed
electric reliability concerns by taking a leadership role in the passage of the
Wisconsin Electric Reliability Act of 1998 and taking steps to add electric
generation. The Company positioned itself for the future by merging gas and
electric field operations and restructuring its major pipeline contract.
Implementing innovative measures such as a gas margin hedge helped earnings in
1998, and putting in place gas purchasing incentives provides an opportunity to
increase future earnings and shareholder return.
A study was performed for the Company in 1996 by a compensation consultant.
The study compared the pay level of key MGE executives to pay levels of general
industry and pay levels of other utilities with revenues of approximately $250
million. The 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 which moved Company
executives closer to the market median for their positions. In May of 1998, the
CEO's annual salary was set at $309,108
A stock and cash bonus was granted to MGE officers based on 1998
performance. The bonus granted to the CEO and other senior officers was $14,000.
When determining whether to grant the bonus, the Compensation Committee in
particular considered the factors noted above, together with the further
alignment of the long-term interests of the executive officers and shareholders
created by the stock portion of the bonus.
Richard E. Blaney
Frederic E. Mohs
Phillip C. Stark
10
<PAGE> 15
COMPANY PERFORMANCE
The following graph shows a five-year comparison of cumulative total
returns for the Company, S&P 500, Russell 2000, and a Peer Group Index weighted
according to each company's market capitalization as of the beginning of each
year.
MADISON GAS AND ELECTRIC COMPANY
FINANCIAL PERFORMANCE
CUMULATIVE FIVE-YEAR TOTAL RETURN COMPARISON
PERFORMANCE GRAPH
1998
MGE - $135
S&P 500 - $294
Russell 2000 - $179
Peer Group - $182
<TABLE>
<CAPTION>
MGE S&P 500 RUSSELL 2000 PEER GROUP
--- ------- ------------ ----------
<S> <C> <C> <C> <C>
'1993' 100.00 100.00 100.00 100.00
'1994' 102.00 101.00 98.00 95.00
'1995' 116.00 139.00 126.00 124.00
'1996' 107.00 171.00 147.00 128.00
'1997' 129.00 229.00 180.00 166.00
'1998' 135.00 294.00 179.00 182.00
</TABLE>
Assumes $100 invested on December 31, 1993, in each of the Company's Common
Stock, S&P 500, Russell 2000, and the Peer Group.
*Total return assumes reinvestment of dividends
<TABLE>
<CAPTION>
---------------------------------------
S&P RUSSELL PEER
MGE 500 2000 GROUP
----------------------------------
<S> <C> <C> <C> <C>
1993 $100 $100 $100 $100
1994 $102 $101 $ 98 $ 95
1995 $116 $139 $126 $124
1996 $107 $171 $147 $128
1997 $129 $229 $180 $166
1998 $135 $294 $179 $182
</TABLE>
The Company has decided to use the Russell 2000 for the broad equity market
index comparison. Given the Company's market capitalization relative to the
companies included in the S&P 500 and the Russell 2000, the Company believes the
Russell 2000 companies are a more representative investment alternative than the
S&P 500 companies.
11
<PAGE> 16
The Peer Group selected by the Company is composed of 19 Upper Midwest
combination utilities:
<TABLE>
<S> <C>
Cilcorp Inc. MidAmerican Energy Holding
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 Energy Corp. Wisconsin Energy Corp.
Interstate Power Co. WPS Resources Corp.
**Iowa-Illinois Gas &
Elec.
</TABLE>
*WPL Holdings merged with IES Industries and Interstate Power, which
formed Interstate Energy, which later changed its name to Alliant
Energy Corp.
**Merged with Midwest Resources on 7/17/95
12
<PAGE> 17
MADISON GAS AND ELECTRIC COMPANY
FINANCIAL PERFORMANCE
MGE VERSUS WISCONSIN PEER GROUP
Note: This graph is for comparison purposes only. It is to show how the
Company's Five-Year Total Return compares to the other Wisconsin utilities.
PERFORMANCE GRAPH
1998
MGE = $135
Wisconsin
Peer Group = $146
<TABLE>
<CAPTION>
MGE WI PEER GROUP
--- -------------
<S> <C> <C>
'1993' 100.00 100.00
'1994' 102.00 95.00
'1995' 116.00 118.00
'1996' 107.00 110.00
'1997' 129.00 130.00
'1998' 135.00 146.00
</TABLE>
Assumes $100 invested on December 31, 1993, in each of the Company's Common
Stock and the
Wisconsin Utility Peer Group Average
The Wisconsin Peer Group average is weighted based on market capitalization at
the beginning of each year.
* Total return assumes reinvestment of dividends
<TABLE>
<CAPTION>
-------------------
WI
MGE PEER
GROUP
-------------------
<S> <C> <C>
1993 $100 $100
1994 $102 $ 95
1995 $116 $118
1996 $107 $110
1997 $129 $130
1998 $135 $146
</TABLE>
Wisconsin Peer Group: Wisconsin Energy Corp.
Interstate Energy Corp.
WPS Resources Corp.
* WPL Holdings merged with IES Industries,
and Interstate Power, which formed Interstate Energy;
which interchanged its name to Alliant Energy Corp.
13
<PAGE> 18
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
$160,000.............. $20,000 $30,000 $40,000 $50,000
</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 1998 compensation
levels through retirement and taking into account employee contributions and
service credits for 1985 and prior years) is $57,380 to Mr. Mebane, $49,845 to
Mr. Wolter, $51,025 to Mr. Williamson, $66,837 to Mr. Krull and $48,042 to Mr.
Hanson.
The full credited years of service under the Pension Plan are 22 for Mr.
Mebane, 15 for Mr. Wolter, 13 for Mr. Williamson, 25 for Mr. Krull, and 17 for
Mr. Hanson.
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 1998 compensation levels through retirement) is
$135,472 to Mr. Mebane, $88,293 to
14
<PAGE> 19
Mr. Wolter, $86,743 to Mr. Williamson, $26,344 to Mr. Krull, and $44,610 to Mr.
Hanson.
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 1998. 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, Krull, and Hanson.
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, Krull, and
Hanson, like other salaried employees, are entitled under the Company's general
severance plan to a payment
15
<PAGE> 20
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.
SHAREHOLDER PROPOSALS AND
NOMINATIONS FOR NEXT ANNUAL MEETING
In order to be considered for inclusion in the Company's proxy materials
for the 2000 Annual Meeting, a shareholder proposal must be received by the
Company no later than November 25, 1999. In addition, regardless of whether a
shareholder proposal is set forth in the Company's 1999 Proxy Statement as a
matter to be considered by shareholders, the Company's Bylaws establish an
advance notice procedure for shareholder proposals to be brought before any
meeting of shareholders, including proposed nominations of persons for election
to the Board of Directors. Shareholders at the 1999 Annual Meeting may consider
a proposal or nomination brought by a shareholder of record on March 1, 1999,
who is entitled to vote at the 1999 Annual Meeting and who has given the Company
timely written notice, in proper form, of the shareholder's proposal or
nomination. A shareholder proposal or nomination intended to be brought before
the 1999 Annual Meeting must have been received by the Company after the close
of business on January 25, 1999, and prior to the close of business on February
19, 1999. The Company did not receive notice of any shareholder proposal or
nomination relating to the 1999 Annual Meeting. The 2000 Annual Meeting is
expected to be held on May 9, 2000. A shareholder proposal or nomination
intended to be brought before the 2000 Annual Meeting must be received by the
Company after the close of business on January 24, 2000, and prior to the close
of business on February 18, 2000. All proposals and nominations should be
directed to the Company's principal executive offices at 133 South Blair Street,
Post Office Box 1231, Madison, Wisconsin 53701-1231, Attention: Corporate
Secretary.
OTHER MATTERS
The Company's Annual Report for the year 1998 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 PricewaterhouseCoopers LLP to audit the
consolidated financial statements of the Company and its subsidiaries for 1999.
16
<PAGE> 21
PricewaterhouseCoopers LLP, the Company's independent public accountant in 1998,
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 24, 1999
17
<PAGE> 22
MADISON GAS AND ELECTRIC COMPANY
POST OFFICE BOX 1231
MADISON, WISCONSIN 53701-1231
[MG&E LOGO]
This proxy is solicited on behalf of the Board of Directors of Madison Gas and
Electric Company. MGE's Annual Meeting will be held at 11:00 a.m., local time,
on Tuesday, May 4, 1999, in the Exhibition Hall at the Dane County Exposition
Center, 1919 Expo Way, Madison, Wisconsin (see map on back).
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE ATTACHED PROXY PROMPTLY AND
MAIL IT BACK TO US EVEN IF YOU PLAN TO ATTEND THE MEETING. If you do plan on
attending the meeting, be sure to complete and return the bottom two-thirds of
this form in the enclosed envelope.
Fold and Detach Here Fold and Detach Here
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE
SIGN
AND
RETURN
MADISON GAS AND ELECTRIC COMPANY PROXY
ITEM 1: Election of Directors: Class I Nominees: Jean Manchester
Biddick, David C. Mebane, and Regina M. Millner
<TABLE>
<S> <C>
[ ] FOR [ ] WITHHOLD
all nominees listed above authority to vote for
(except as marked to the all
contrary below) nominees listed
</TABLE>
To withhold authority to vote
for any individual nominee,
write that nominee's name here:
--------------------------------
ITEM 2: Proposal to Amend Bylaws to Require any Employee
Director to Remain Employed Full-Time in Order to Continue
Service as a Director [ ] FOR [ ] AGAINST [ ] ABSTAIN
ITEM 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 BYLAWS
<TABLE>
<S> <C>
This proxy revokes any proxy heretofore given. ----------------------------------------------------
--------------------------------------------------- , ----------------------------------------------------
1999
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>
(continued on reverse side)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1999 ANNUAL SHAREHOLDER MEETING RESERVATION
<TABLE>
<S> <C>
PLEASE SIGN AND RETURN IF YOU PLAN TO ATTEND THE ANNUAL
MEETING. ------------------------------------------------------------
(IF YOU DO NOT PLAN TO ATTEND, DO NOT RETURN THIS PORTION OF Shareholder(s)
THE FORM.) ------------------------------------------------------------
Shareholder(s)
------------------------------------------------------------
Guest
</TABLE>
<PAGE> 23
MAP
PROXY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- MAY 4, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
[MG&E LOGO]
The aforesigned Common Stock shareholder of MADISON GAS AND ELECTRIC
COMPANY hereby appoints RICHARD E. BLANEY, DAVID C. MEBANE, and FREDERIC
E. MOHS, as proxies with power of substitution, to represent and to vote
all shares of stock the aforesigned would be entitled to vote, at the
Annual Meeting to be held in the Exhibition Hall of the Dane County
Exposition Center, 1919 Expo Way, Madison, Wisconsin, on Tuesday, May 4,
1999, at 11:00 a.m., local time, and at all adjournments thereof.
Shares represented by all properly executed proxies will be voted in
accordance with instructions appearing on the proxy. IN THE ABSENCE OF
SPECIFIC INSTRUCTIONS, PROXIES WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS, AND IN THE DISCRETION OF THE
PROXY HOLDERS AS TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING.
PLEASE SIGN EXACTLY AS NAME(S) APPEAR ON THIS PROXY AND DATE THIS PROXY.
IF JOINT ACCOUNT, EACH JOINT OWNER SHOULD SIGN. IF SIGNING FOR A
CORPORATION OR PARTNERSHIP OR AS AGENT, ATTORNEY, OR FIDUCIARY, INDICATE
THE CAPACITY IN WHICH YOU ARE SIGNING.
