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PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 8, 1998)
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$35,000,000
MADISON GAS AND ELECTRIC COMPANY
MEDIUM-TERM NOTES
DUE FROM NINE MONTHS TO 30 YEARS FROM DATE OF ISSUE
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We may offer from time to time medium-term notes having an aggregate initial
offering price not to exceed $35,000,000. We will specify the terms and
conditions of each issue of notes in a pricing supplement to this prospectus
supplement and the accompanying prospectus.
The notes:
- will rank as senior unsecured debt;
- will have stated maturities from nine months to 30 years from the date
they are originally issued;
- will be registered as to principal and interest and be denominated in U.S.
dollars;
- will bear interest at a fixed rate, which may be zero in the case of notes
issued at a price representing a discount from the principal amount
payable at maturity, or a floating rate, which may be based on one or more
indices or formulas plus or minus a fixed amount or multiplied by a
factor;
- may be issued as "original issue discount notes," "amortizing notes" or
"reset notes," as described in the accompanying prospectus;
- may be subject to redemption at our option or repayment at the option of
the holder prior to their maturity as specified in the applicable pricing
supplement; and
- will be represented by either a global security registered in the name of
a nominee of DTC or a certificate issued in definitive form.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS OR ANY PRICING SUPPLEMENT IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<CAPTION>
OFFERING PRICE (1) AGENT'S DISCOUNTS AND COMMISSIONS PROCEEDS TO COMPANY (2)
<S> <C> <C> <C>
Per Note............. 100% .125% - .750% 99.250% - 99.875%
Total................ $35,000,000 $43,750 - $262,500 $34,737,500 - $34,956,250
</TABLE>
(1) Unless otherwise specified in the applicable pricing supplement, notes will
be sold at 100% of their principal amount.
(2) Before deducting offering expenses payable by us.
We may sell notes to the agent referred to below, as principal, for resale
at varying or fixed offering prices or through the agent, as agent, using its
best efforts to solicit offers to purchase the notes on our behalf. We may also
sell notes directly to investors without the assistance of the agent, in which
case we will not pay any sales commissions.
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BANC ONE CAPITAL MARKETS, INC.
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The date of this prospectus supplement is April 27, 2000
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RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our unaudited ratios of earnings to fixed
chares for each of the years 1995 through 1999.
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<CAPTION>
YEAR ENDED DECEMBER 31,
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1995 1996 1997 1998 1999
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<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges (1)...................... 4.23x 2.71x 4.02x 3.84x 3.77x
</TABLE>
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(1) For the purpose of computing the ratio of earnings to fixed charges,
earnings have been calculated by adding to income before interest expense,
current and deferred federal and state income taxes, investment tax credits
deferred and restored charged (credited) to operations and the estimated
interest component of rentals. Fixed charges represent interest expense,
amortization of debt discount, premium and expense, and the estimated
interest component of rentals.
SUPPLEMENTAL PLAN OF DISTRIBUTION
We are offering the notes on a continuous basis to or through our agent,
Banc One Capital Markets, Inc., and such other agent or agents as we may appoint
from time to time and identify in the applicable pricing supplement.
Our agent may purchase the notes, as principal, for resale to investors and
other purchasers at varying prices relating to prevailing market prices at the
time of resale. The prices will be determined by the agent, or, if so agreed, at
a fixed public offering price. Unless otherwise specified in the applicable
pricing supplement, any note sold to the agent as principal will be purchased by
the agent at a price equal to 100% of the principal amount of the note less a
percentage equal to the commission applicable to an agency sale of a note having
an identical stated maturity, as described below. The agent may sell notes it
has purchased from us as principal to other dealers for resale to investors and
may allow any portion of the discount received in connection with purchases from
us to the dealers. After the initial public offering of notes, the public
offering price, in the case of notes to be resold at a fixed public offering
price, any concession and the discount may be changed.
We may also sell notes through the agent, on an agency basis, using its best
efforts to solicit offers to purchase the notes at a price equal to 100% of the
principal amount of the notes, unless otherwise specified in the applicable
pricing supplement. We will pay to the agent a commission ranging from .125% to
.750% of the principal amount of each note, depending upon its stated maturity,
sold through the agent. We will have the sole right to accept offers to purchase
notes, and we may reject any such offer in whole or in part. The agent will have
the right, in its discretion reasonably exercised, to reject in whole or in part
any offer to purchase notes received by it.
We reserve the right to sell notes directly to investors on our own behalf
in the jurisdictions where we are authorized to do so or as otherwise provided
in the applicable pricing supplement. In those circumstances, we will have the
sole right to accept or reject any offer to purchase notes in whole or in part.
In the case of sales made directly to investors without the assistance of the
agent, we will not pay any sales commissions.
An agent may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended. We have agreed to indemnify the agent
against certain liabilities, including liabilities under the Securities Act, or
to contribute to payments which the agent may be required to make in respect of
such liabilities. We have also agreed to reimburse the agent for certain of its
expenses, including, but not limited to, the fees and expenses of counsel to the
agent.
We have been advised by the agent that it may from time to time purchase and
sell notes in the secondary market, but that it is not obligated to do so. We
cannot assure you that there will be a secondary market for the notes or that
there will be liquidity in such market, if one develops. From time to time, the
agent may make a market in the notes.
In the ordinary course of our business, the agent and its affiliates may
engage in transactions with and perform services for us.
S-2
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS, OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF MADISON GAS AND
ELECTRIC COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN OR THEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
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<CAPTION>
PAGE
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<S> <C>
Prospectus Supplement
Ratios of Earnings to Fixed Charges.... S-2
Supplemental Plan of Distribution...... S-2
Prospectus
Available Information.................. 2
Incorporation of Certain Documents
by Reference......................... 2
The Company............................ 3
Use of Proceeds........................ 3
Ratios of Earnings to Fixed Charges.... 3
Description of Notes................... 4
United States Federal Income Tax
Consequences......................... 26
Plan of Distribution................... 39
Legal Matters.......................... 39
Experts................................ 39
</TABLE>
[LOGO]
$35,000,000
MADISON GAS
AND ELECTRIC COMPANY
MEDIUM-TERM NOTES
DUE FROM NINE MONTHS TO
30 YEARS FROM DATE OF ISSUE
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P R O S P E C T U S
S U P P L E M E N T
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BANC ONE CAPITAL MARKETS, INC.
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APRIL 27, 2000
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