<PAGE>
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
........................Mid-Plains Telephone, Inc.........................
(Name of Registrant as Specified In Its Charter)
....................................N/A....................................
(Name of Person Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 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:
............................N/A............................
2) Aggregate number of securities to which transaction applies:
............................N/A............................
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 is determined):
......................... ...N/A.............................
4) Proposed maximum aggregate value of transaction:
.............................N/A.............................
5) Total fee paid: ........... .N/A.............................
[ ] 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: ...N/A...
2) Form, Schedule or Registration Statement No: ...N/A...
3) Filing Party: ...N/A...
4) Date Filed: ...N/A...
<PAGE>
Notice of 1996
Annual Meeting and
Proxy Statement
MID-PLAINS
PRELIMINARY COPY
MID-PLAINS TELEPHONE, INC.
Post Office Box 620070
Middleton, Wisconsin 53562
March 28, 1996
Dear Shareholder:
You are cordially invited to attend the 1996 Annual Meeting of
Shareholders to be held on Monday, April 29, 1996, at 7:30 p.m., at
the Holiday Inn, located in the Middleton Greenway Center,
1313 John Q. Hammons Drive, Middleton, Wisconsin (see map on
reverse page).
The business items to be acted on during the meeting are
listed in the Notice of Annual Meeting and are described more fully
in the Proxy Statement. Following the business session, we will
report to you on the Company's progress during the past year and
receive your questions and comments concerning Mid-Plains.
YOUR VOTE IS VERY IMPORTANT. We hope you will take a few
minutes to review the proxy statement and complete, sign and return
your proxy card in the envelope provided, even if you plan to
attend the meeting. Please note that sending us your proxy will
not prevent you from voting in person at the meeting should you
wish to do so.
To assist us in our preparation for refreshments following the
meeting, we would appreciate your marking your proxy card in the
space provided if you plan to attend the meeting.
Thank you for your support of Mid-Plains.
Very truly yours,
/s/Dean W. Voeks
Dean W. Voeks
President<PAGE>
DIRECTIONS TO HOLIDAY INN
Take Exit 252 - Greenway Blvd.
off of the West Beltline Freeway
If you have any questions, please call our Shareholder Services
number: (608) 836-4212.
MID-PLAINS TELEPHONE, INC.
Post Office Box 620070
MIDDLETON, WISCONSIN 53562
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Monday, April 29, 1996, 7:30 P.M.
The Annual Meeting of Shareholders of MID-PLAINS TELEPHONE,
INC., a Wisconsin corporation (the "Company"), will be held at the
Holiday Inn, Greenway Center, 1313 John Q. Hammons Drive,
Middleton, Wisconsin, on Monday, April 29, 1996 at 7:30 p.m. for
the following purposes:
1. Election of two Directors - the names of the nominees for
Directors intended to be presented for election are as
follows:
Eugene A. Johnson; and
Harold L. (Lee) Swanson.
2. Ratification of the appointment of Kiesling Associates
LLP as independent public accountants of the Company.
3. Approval of the Company's Restated Articles of
Incorporation, a copy of which is attached as Exhibit A
to the accompanying Proxy statement, which has the
following effects on the Company's Articles of
Incorporation: (a) changes the Company's name from Mid-Plains
Telephone, Inc. to Mid-Plains, Inc.; (b) changes
the Company's common stock from par value of $3.33-1/3
per share to no par value per share; (c) increases the
number of authorized shares of common stock from
3,000,000 to 25,000,000; (d) changes the number of
directors from 7 to a range of not less than 5 nor more
than 13, as from time to time may be fixed by the Board
of Directors; and (e) changes other provisions, all as
described in the accompanying Proxy Statement.
4. To consider and transact any other business that may
properly come before the meeting or any adjournment or
postponement thereof.
Only shareholders of record at the close of business on
March 11, 1996 will be 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.
By order of the Board of Directors,
/s/Fredrick E. Urben
March 28, 1996 Fredrick E. Urben, Secretary
<PAGE>
YOUR VOTE IS IMPORTANT
Please mark your voting choices, sign, date and return
your proxy card promptly in the enclosed envelope. If
you attend the meeting, you may vote by ballot at the
meeting, thereby canceling any proxy you have
previously submitted.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 1996
This Proxy Statement is furnished to shareholders of
Mid-Plains Telephone, Inc., (herein referred to as the Company) in
connection with the solicitation by the Board of Directors of the
Company of proxies to be used at the Annual Meeting of Shareholders
to be held at 7:30 p.m., Monday, April 29, 1996, at the Holiday
Inn, Greenway Center, 1313 John Q. Hammons Drive, Middleton,
Wisconsin. Shareholders of record at the close of business on
March 11, 1996 will be entitled to vote at the meeting. This
statement was mailed to each shareholder on approximately March 28,
1996.
PROXIES
Whether or not you expect to be present personally at the
meeting, please mark, sign, date and return by mail the enclosed
form of Proxy. Any shareholder giving a Proxy has the power to
revoke it at any time before it is voted by: (1) giving notice in
writing to the Company's Secretary; or (2) granting a subsequent
proxy; or (3) appearing in person and voting at the Annual Meeting.
All proxies not so revoked will be voted.
The costs of soliciting proxies will be borne by the Company.
Proxies may be solicited by mail or by telephone or personal
contact by the directors, officers and regular employees of the
Company.
Only common shareholders of record on March 11, 1996 will be
eligible to vote at this meeting. As of the record date, there
were __________ shares of common stock of the Company outstanding.
Each share outstanding is entitled to one vote at the meeting. The
nominees for directors receiving a plurality of the votes cast by
the outstanding common stock will be elected. An affirmative
majority of the votes cast is required to ratify the appointment of
auditors. An affirmative vote of the shares representing at least
two-thirds of the shares of common stock of the Company outstanding
is required to approve the Restated Articles of Incorporation.
Abstentions are counted for purposes of determining whether a
quorum exists at the annual meeting. Abstentions have no effect on
any vote taken at the annual meeting. Broker non-votes have no
effect on either quorum determinations or votes taken.
<PAGE>
A copy of the Company's Annual Report to Shareholders for 1995
will be mailed to all shareholders on or about March 28, 1996.
The Company will furnish, without charge on the written
request of any shareholder, a copy of the Company's Form 10-K
Report (not including exhibits thereto) for 1995 as filed with the
Securities and Exchange Commission. Such request should be sent to
the Office of the Secretary of Mid-Plains Telephone, Inc., P.O. Box
620070, Middleton, Wisconsin 53562-0070.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors consists of seven members. Each
director is required to be a resident of the State of Wisconsin and
a shareholder of the Company. Under the retirement policy for
directors (except for members of the board as of January 1, 1973),
directors may not serve beyond their seventieth birthday. Each
director, when duly elected and qualified, has a term of office of
three years or until his successor is elected and qualified. The
terms of office for the directors are staggered, so that only two
or three directors need be elected in any one year.
Under the terms of the Company's Bylaws, nominations for the
Board of Directors made by shareholders must be in writing and
delivered or mailed to the principal executive offices of the
Company, between January 1 and February 28 of the year of the
Company's Annual Meeting of Shareholders at which such nomination
is to be acted upon.
Any nominations for the Board of Directors made by the
shareholders must contain the name, date of birth, and address of
each proposed nominee, the principal occupation of each nominee for
the last five years, the name and address of the nominating
shareholder, and the number of shares of capital stock of the
Company owned by the proposed nominee and nominating shareholder.
This year the terms of office for two directors will expire on
Monday, April 29, 1996. It is intended that proxies in the form
enclosed granted by the shareholders will be voted in favor of
electing the following named persons as directors, each of whom has
consented to being named in this Proxy Statement and to serve if
elected. Each nominee is currently a member of the Board of
Directors. If any nominee shall for any reason become unavailable
for election, it is the intention of those named in the Proxy to
vote for the election of such other person as may be designated by
the Board of Directors. Management has no reason to believe that
any of the nominees will be unavailable for election.
Brief biographies of the nominees and directors follow. These
biographies include their age (as of March 31, 1996), an account of
their business experience, and the names of corporations of which
they are also directors.
The Board of Directors recommends a vote FOR the nominees listed.
<PAGE>
NOMINEES FOR DIRECTOR
Eugene A. Johnson
Age: 67
Principal Occupation: Semi-retired Certified
Public Accountant and Independent
Realtor. President of Johnson Hardware
Stores.
Committee Chairman: Audit; Compensation.
Served as a director since 1974.
Harold L. (Lee) Swanson
Age: 58
Principal Occupation: President and Director
of State Bank of Cross Plains.
Committee Membership: Compensation
Served as a director since 1981.
Other information: Mr. Swanson has served as a director of Mid-Plains
Communications Systems, Inc., subsidiary of the Company,
since 1981. He is also a Director of Madison Gas & Electric
Company.
<PAGE>
CONTINUING DIRECTORS
Floyd A. Brynelson
Age: 81
Principal Occupation: Retired Partner and Of
Counsel to Axley Brynelson, Attorneys &
Counselors.
Committee Membership: Audit; Compensation.
Served as a director since 1970.
Annual Meeting at which current term of
office will expire: 1997.
Other information: Mr. Brynelson was General Counsel of the
Company from 1981 to 1993. He served as President of the Company
from 1981 to 1990. He was also President of Mid-Plains
Communications Systems, Inc., subsidiary of the Company, from 1985
to 1991, and a director from 1980 to 1991.
S. C. Ehlers
Age: 89
Principal Occupation: Retired Printer and
Publisher.
Committee Membership: Compensation.
Served as a director since 1969.
Annual Meeting at which current term of
office will expire: 1997.
Other information: Mr. Ehlers has served as a director of Mid-Plains
Communications Systems, Inc., subsidiary of the Company,
since 1980.
<PAGE>
CONTINUING DIRECTORS
Charles Maulbetsch
Age: 61
Principal Occupation: Retired Bank Officer
Committee Membership: Audit; Compensation.
Served as a director since 1981.
Annual Meeting at which current term of
office will expire: 1998.
Other information: Mr. Maulbetsch was a Vice-President of Middleton
Community Bank from January 1, 1995 until his retirement on
December 31, 1995. Prior to that he was a Bank Consultant. He is
a director of Middleton Community Bank.
Fredrick E. Urben
Age: 54
Principal Occupation: Secretary & Treasurer
and Vice-President, Administration and
Human Relations of the Company.
Served as a director since 1977.
Annual Meeting at which current term of
office will expire: 1998.
Other information: Mr. Urben has been an officer of the Company
since 1972. He is currently President and a director of the
Wisconsin Locally Owned Telephone Association.
<PAGE>
CONTINUING DIRECTORS
Dean W. Voeks
Age: 53
Principal Occupation: President of the
Company; President of Mid-Plains
Communications Systems, Inc.
Served as a director since 1991.
Annual meeting at which current term of office
will expire: 1997.
Other information: Mr. Voeks has been an officer of the Company
since 1987. He has served as a director of Mid-Plains
Communications Systems, Inc., subsidiary of the Company, since
1991. He is also a director of First Business Bank of Madison and
the Wisconsin State Telephone Association.<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
At January 31, 1996, each director and each executive officer
named in the Summary Compensation Table and all directors and
executive officers of the Company as a group beneficially owned
common stock of the Company as listed in the following table. To
our knowledge, no shareholder owned 5 percent or more of the
Company's outstanding common stock as of January 31, 1996.
<TABLE>
Shares Percent
Name of Beneficial Owner Beneficially Owned of Class
<S> <C> <C>
Floyd A. Brynelson 8,848<F1> 0.4%
S. C. Ehlers 57,700 2.9%
Howard G. Hopeman 7,659<F1> 0.4%
Eugene A. Johnson 34,400<F1> 1.7%
Charles Maulbetsch 23,907<F1> 1.2%
Harold L. (Lee) Swanson 8,784<F1><F2> 0.4%
Fredrick E. Urben 21,774<F1><F3> 1.1%
Dean W. Voeks 2,004<F1> 0.1%
All directors and executive
officers as a group (9 persons) 167,091 8.4%
<FN>
<F1> Includes 2,252, 5,244, 1,700, 500, 4,199, 3,400, and 887 shares of
Company common stock, in self-directed Individual Retirement Accounts, to
which Messrs. Brynelson, Hopeman, Johnson, Maulbetsch, Swanson, Urben, and
Voeks, respectively, have voting and investment power.
<F2> Includes 2,100 shares of Company common stock held by the State Bank of
Cross Plains Profit Sharing Plan and Money Purchase Pension Plan which Mr.
Swanson serves as a member of its Qualified Plan Committee and thereby has
shared voting and investment power.
<F3> Includes 3,355 shares of Company common stock in a family trust in which
Mr. Urben has a pecuniary interest, voting and investment power and 4,004
shares of Company common stock in a trust in which Mr. Urben has no pecuniary
interest but has voting and investment power.
</FN>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF
1934
The Company's directors, its executive officers, and certain
other officers are required to report their ownership of the
Company's common stock and any changes in that ownership to the
Securities and Exchange Commission ("SEC"). All required filings
in 1995 were properly made in a timely fashion. In making this
statement, the Company has relied on the representations of the
persons involved and on copies of their reports filed with the SEC.
BOARD OF DIRECTORS AND COMMITTEES
In 1995, each non-employee director received an annual fee of
$14,000 for serving on the Company's Board of Directors. No
additional fees were paid for attending meetings. Employee
directors received no directors' fees. During 1995, the Board met
14 times. All directors attended more than 75% of the total number
of meetings of the Board and the total number of meetings held by
all committees of the Board on which they served.
<PAGE>
The Company has standing Audit and Compensation Committees.
The Audit Committee recommends to the shareholders the
independent public accountants to be elected, and meets with
management and the independent public accountants to review 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 held four meetings in 1995.
The Compensation Committee determines the compensation of the
president of the Company and sets compensation guidelines for all
other employees. The Compensation Committee held two meetings in
1995.
COMPENSATION COMMITTEE INTERLOCKS
and
INSIDER PARTICIPATION
Mr. Brynelson, a member of the Compensation Committee, was
formerly president of the Company. He is a retired partner and Of
Counsel to Axley Brynelson, the primary law firm retained by the
Company. Mr. Johnson, a member of the Compensation Committee, was
formerly president of the Company's subsidiary.
EXECUTIVE COMPENSATION
The following table summarize the compensation for the fiscal
years 1993, 1994 and 1995 of the President (the chief executive
officer) and one other executive officer whose compensation
exceeded $100,000 for fiscal year 1995.
</TABLE>
<TABLE>
Summary Compensation Table
Name and
Principal Annual Compensation All Other
Position Year Salary Bonus Compensation<F1>
<S> <C> <C> <C> <C>
Dean W. Voeks: 1995 $140,000 $25,000 $5,544
President 1994 $125,000 $ 7,500 $5,590
1993 $105,000 $12,720 $4,945
Howard G. Hopeman: 1995 $ 93,500 $11,000 $4,389
Vice President and 1994 $ 90,100 $ 2,700 $3,898
Chief Financial Officer 1993 $ 86,600 $ 5,400 $3,864
<FN>
<F1>Company matching contribution to defined contribution 401(k) benefit plan.
</FN>
</TABLE>
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Company's principal executive compensation objective is to
compensate executive officers in a manner that will attract and
retain the services of an outstanding management team and provide
incentives to motivate superior performance by key employees. To
accomplish this, the non-employee directors have developed a three
component compensation policy: (1) annual base salary adjustments
designed to recognize Company performance, professional growth and
to adjust for inflationary pressures; (2) annual incentive bonus
based on Company performance and individual achievement for the
year; and (3) promotional increases related to significant increases
in responsibility and/or disparities with comparable positions.
Specific targets for professional growth and Company performance are
not set for an executive, but are evaluated on a subjective basis.
The compensation for Mr. Voeks, President (the chief executive
officer), reported for 1995 reflects the application of the policies
described above. In 1995, Mr. Voeks' compensation was adjusted to
reflect a base salary adjustment for inflation, Mr. Voeks'
performance, particularly his ability to anticipate and respond
successfully to changes in the business environment in which the
Company operates, and Company performance factors such as earnings.
Mid-Plains achieved record earnings of $1.73 per share for 1995.
Total shareholder return exceeded the S&P 500 and S&P Telephone
Index for the five year period ending December 31, 1995.
Based on the policies described above, Mr. Voeks informs the
Committee of his proposed compensation for the Company's other
executive officers.
COMPENSATION COMMITTEE
Floyd A. Brynelson
S. C. Ehlers
Eugene A. Johnson
Charles Maulbetsch
Harold L. (Lee) Swanson
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
SEC rules require that the Company show a graphical comparison
of the total return on its common stock for the last five fiscal
years with the total returns of a broad market index and a more
narrowly focused industry or group index. (Total return is defined
as the return on common stock including dividends and stock price
appreciation, assuming reinvestment of dividends.) The Company has
selected the Standard & Poors (S&P) 500 Index for the broad market
index, and a S&P Telephone Index as the industry index. These
indices were selected because of their broad availability and
recognition. The following chart compares the total return of an
investment of $100 in Company common stock on December 31, 1990,
with like returns for the S&P 500 and S&P Telephone indices.
PERFORMANCE GRAPH
<TABLE>
Comparison of Five-Year Cumulative Total Return
Mid-Plains Telephone Inc.,
S&P 500 and S&P Telephone Indices
[Line graph of data points]
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Mid-Plains 100.00 137.28 147.92 188.03 217.52 255.56
S&P 500 100.00 130.47 140.41 154.56 156.60 215.45
S&P Telephone 100.00 107.54 118.01 136.29 130.66 196.82
</TABLE>
Pension Plan and Supplemental Retirement Plan
Mid-Plains Telephone, Inc. has a defined benefit pension plan
covering the employees of its telephone operations. Retirement
benefits are based upon years of service with the Company and final
five-year average annual salary. The retirement benefits are not
subject to any reduction for Social Security benefits paid to the
employees or any other offset amounts. For purposes of the plan,
compensation means payment for services rendered, including vacation
and sick pay, and is virtually equivalent to the annual compensation
amounts reported in the foregoing Summary Compensation Table.
Messrs. Voeks and Hopeman currently have 9 and 7 credited years of
service, respectively. Annual retirement benefits under the
retirement plan at the normal retirement age of 60 for specified
levels of compensation and specified years of service are
illustrated in the following table:
<TABLE>
Annual Pension at Normal
Final Five Year Retirement Age of 60
Average Annual Salary After Years of Service Indicated<F1>
15 Years 20 Years 25 Years
<S> <C> <C> <C>
$100,000 $34,200 $45,600 $57,000
$125,000 $42,800 $57,000 $71,300
$150,000 $51,300 $68,400 $85,500
$175,000 $59,900 $79,800 $99,800
<FN>
<F1>Based upon a single-life, 120 month guarantee annuity.
</FN>
</TABLE>
Designated elected officers of the Company are also covered
under a nonqualified supplemental retirement plan which provides a
supplemental retirement benefit. The supplemental retirement
benefit is approximately 57% of the final five-year average annual
salary less the benefit payable from the Pension Plan described
above. The estimated supplemental annual retirement benefit payable
at normal retirement age of 60 under the supplemental retirement
plan (assuming yearly increases in compensation levels to
retirement) is $37,668 to Mr. Voeks and $27,960 to Mr. Hopeman.
<PAGE>
Management Continuity Plan
The Company has severance pay agreements ("Agreements") with
Mr. Voeks, Mr. Hopeman and two other executive officers. The
purpose of the Agreements is to encourage the executive officers to
continue to carry out their duties in the event of the possibility
of a change in control of the Company.
Benefits are payable under the Agreements only if a change in
control has occurred and within three years after such change the
executive's employment is terminated: (a) by the Company or its
successor for reasons other than "cause"; or (b) voluntarily by the
executive for "good reason", in each case as defined in the
Agreements. The principal benefit under the Agreement is a lump-sum payment
equal to 2.99 times the executive's annual compensation. Each agreement
terminates in January, 1997, but is automatically extended for an additional
year, unless either the Company or the employee gives a written notice of
cancellation of such automatic extension.
TRANSACTIONS WITH DIRECTORS
In 1995, Floyd A. Brynelson, a director, was Of Counsel with
Axley Brynelson, the primary law firm retained by the Company. The
Company has also retained this law firm in 1996.
<PAGE>
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Shareholders will be asked to ratify the recommendation of the
Audit Committee and the appointment by the Board of Directors of
Kiesling Associates LLP as the independent public accountants to
audit the consolidated financial statements of the Company and its
subsidiary for 1996.
Kiesling Associates LLP has audited the financial statements
of the Company each year since 1956. A representative of Kiesling
Associates LLP is expected to be present at the meeting and will be
available to respond to appropriate questions or to make a
statement if said representative so desires. An affirmative vote
of the holders of a majority of the Company's common stock,
represented in person or by proxy and entitled to vote at the
meeting, is necessary for approval.
The Board of Directors recommends a vote FOR this appointment.
<PAGE>
PROPOSAL NO. 3
APPROVAL OF RESTATED ARTICLES OF INCORPORATION
The Board of Directors has proposed Restated Articles of Incorpora-
tion of the Company, the form of which is attached as Exhibit A,
which amends the Articles of Incorporation of the Company. The
compilation of the Articles of Incorporation currently in effect is
attached as Exhibit B.
The Restated Articles of Incorporation has the following effect on
the Articles of Incorporation: (1) amends Article I to allow the
Company to engage in any lawful act authorized by Chapter 180 of
Wisconsin Statutes; (2) amends Article II to change the Company
name from Mid-Plains Telephone, Inc. to Mid-Plains, Inc.; (3)
amends Article III to increase the number of authorized shares of
common stock of the Company from 3,000,000 to 25,000,000; (4)
amends Article III to change the par value of the Company's common
stock from $3.33-1/3 per share to no par value per share; (5)
amends Article IV to change the number of directors of the Company
from seven to a range of not less than five nor more than thirteen;
(6) deletes Article V; (7) deletes Article VI; (8) deletes Article
VII; (9) deletes Article IX; (10) includes the provision that the
registered office of the Company is 1912 Parmenter Street,
Middleton, Wisconsin 53562-3139; and (11) includes the provision
that the registered agent of the Company is Fredrick E. Urben,
Secretary of the Company.
The purpose of amending Article I is to allow the Company to engage
in any lawful act authorized by Chapter 180 of the Wisconsin
Statutes. When the Company was incorporated in 1901 it was common
corporate practice to define with great specificity the business
and purpose for which a Corporation was formed. This practice has
changed and the specific statement has been replaced with a simple,
broad statement. In effect, this provision will give the Company
the flexibility to engage in any lawful business, including
developing new technologies and expanding into new businesses and
markets necessary to remain competitive in today's dynamic and
changing telecommunications industry.
The purpose of amending Article II is to change the Company name
from Mid-Plains Telephone, Inc. to Mid-Plains, Inc. Currently, the
Company is commonly known and referred to simply as "Mid-Plains."
The Company desires to preserve the identity and recognition of the
name "Mid-Plains," however it does not desire to suggest to the
marketplace that it is simply a telephone company. The telephone
industry has evolved into a dynamic telecommunications industry.
The telephone industry is a small component of this emerging
industry.
The purpose of amending Article III is to increase the number of
authorized shares of common stock of the Company from 3,000,000 to
25,000,000. The purpose of increasing the number of authorized
shares of common stock is to provide additional authorized stock
which may be issued for such corporate purposes as the Board of
Directors may determine to be desirable including, without
limitation, future financings, investment opportunities, acquisi-
tions, stock splits, stock dividends and other distributions,
employee benefit plans or for other corporate purposes.
The shareholders of the Company have no preemptive rights to
subscribe for, or purchase, any additional shares of the Company's
common stock which may be issued. The issuance of common stock by
the Company in any type of stock issuance which is made, other than
to existing shareholders on a pro rata basis, would reduce the
relative voting power of existing shareholders and could result in
a dilution of their equity interest in the Company. It is
anticipated that any future issuance of common stock by the Company
will be made upon authorization by the Board of Directors, without
any further consent or approval of the shareholders, unless
otherwise specifically required by applicable law.
An additional purpose of amending Article III is to change the par
value of the Company's common stock from $3.33-1/3 per share to no
par value per share. The $3.33-1/3 par value which was assigned to
the Company's common stock was arbitrarily done so and has no
significance so far as the market value of common stock is
concerned. Eliminating the $3.33-1/3 will eliminate any confusion
this designation may have had or may continue to have concerning
the market value of a share of common stock of the Company.
The purpose of amending Article IV is to change the number of
directors of the Company from seven to a range of not less than
five nor more than thirteen. The effect of this change is to
provide the Board of Directors with flexibility in expanding or
contracting the size of the Board of Directors. This flexibility
will allow the Board of Directors to respond to the needs of the
Company and the availability of qualified individuals to serve as
directors. The Board of Directors has no current intention of
changing the size of the Board.
The purpose of deleting Article V is to eliminate any confusion and
duplicity between the Articles of Incorporation and the Bylaws of
the Company. Presently, the duties and responsibilities of the
Company's officers are provided for in both the Articles of
Incorporation and the Bylaws. The duties and responsibilities
which are contained in the Bylaws are more explicit than those
contained in the Articles of Incorporation.
The purpose of deleting Article VI is to acknowledge the increase
in the number of shareholders of the Company and to insure that the
actions of the Company are consistent with Wisconsin Business
Corporation Law. Currently, a quorum exists at a meeting of the
shareholders if ten or more shareholders are present at such
meeting. This means that if ten shareholders are present at a
meeting, possibly representing only ten shares of the Company,
action on a matter is approved if the votes cast favoring the
action exceed the votes cast opposing the action. This requirement
refers back to a time in the Company when there were very few
shareholders and should be corrected to reflect current facts and
circumstances. The effect of deleting this provision is to mandate
that a quorum exists when a majority of the outstanding shares of
the Company are present at a meeting which is consistent with the
Wisconsin Business Corporation Law.
The purpose of deleting Article VII is to eliminate the two-thirds
stock requirement to amend the Articles of Incorporation.
Historically, it was not uncommon to have a two-thirds stock
requirement in order to modify articles of incorporation. In
recent times, however, a simple majority is common place in
Wisconsin. The Wisconsin Business Corporation Law makes this
assumption unless the Articles of Incorporation provide a different
requirement. The effect of this change will allow the shareholders
of the Company to amend the Articles of Incorporation upon a vote
of a majority of the shares then outstanding.
The purpose of deleting Article IX is to eliminate any confusion
and duplicity between the Articles of Incorporation and the Bylaws
of the Company. Pursuant to the Articles of Incorporation, the
Board of Directors may authorize the President or Vice-President
and Secretary to mortgage or pledge the property, rights, privileg-
es and franchises of the Company. This authority is also provided
for in the Bylaws of the Company. There is no legal requirement
that the Articles of Incorporation contain this type of authority.
Typically, such authority is provided for in the Bylaws. Deleting
this provision in the Articles of Incorporation will have no effect
on the authority of the shareholders, the Board of Directors or the
officers of the Company.
The purpose of adding the provisions which identify the registered
office and the registered agent of the Company is to comply with
current state law. Section 180.0202 of the Wisconsin Statutes
requires that the articles of incorporation of the Company include
this information. This information is retained on file in the
Office of the Wisconsin Secretary of State so that parties
interested in contacting the Company will have a readily available
and easily accessible means to do so.
The foregoing summary of the Restated Articles of Incorporation is
qualified in its entirety by reference to the complete text of the
proposed Restated Articles of Incorporation and the Articles of
Incorporation, which are set forth as Exhibit A and B, respec-
tively, to this Proxy Statement. If the Restated Articles of
Incorporation is not adopted by the shareholders, the existing
Articles of Incorporation would remain in effect.
An affirmative vote of holders of at least two-thirds of the
Company's common stock, represented in person or by proxy entitled
to vote at the meeting, is necessary for approval.
The Board of Directors recommends a vote FOR the adoption of the
Restated Articles of Incorporation.
<PAGE>
OTHER BUSINESS
The Board of Directors does not know of any business that will
be presented for consideration at the meeting except as set forth
above. However, if any other business is properly brought before
the meeting, it is the intention of the persons named in the
accompanying proxy to vote said proxy in accordance with their
judgment in such matters.
RECEIPT OF SHAREHOLDERS' PROPOSALS AND DIRECTOR
NOMINATIONS FOR NEXT ANNUAL MEETING
Any shareholder satisfying Security and Exchange Commission
requirements and wishing to submit a proposal to be included in the
1997 Proxy Statement must submit the proposal in writing to:
Secretary, Mid-Plains Telephone, Inc., Post Office Box 620070,
Middleton, Wisconsin 53562-0070. The Company must receive any such
proposal by December 15, 1996 in order to have such proposal
considered for inclusion in the 1997 Proxy Statement.
Shareholder nominations for directors, whose term will expire
in 2000, to be elected at the 1997 Annual Meeting of Shareholders,
must be submitted in the manner described in the section captioned
"Election of Directors" above between January 1, 1997, and February
28, 1997.
FOR THE BOARD OF DIRECTORS
/s/Dean W. Voeks
Dean W. Voeks, President
March 28, 1996<PAGE>
MID-PLAINS TELEPHONE, INC.
For Annual Meeting of Shareholders on April 29, 1996
The undersigned hereby appoints Charles Maulbetsch and S.C.
Ehlers, and each of them, with power of substitution in each, as
proxies, with the powers the undersigned would possess if
personally present, to vote all of the undersigned's shares of
stock in the Company at the Annual Meeting of Shareholders of the
Company to be held at the Holiday Inn, 1313 John Q. Hammons Drive,
Middleton, Wisconsin, on Monday, April 29, 1996 at 7:30 p.m., and
at any adjournment thereof, upon all matters that may properly come
before the meeting, including the matters described in the
Company's Notice of Annual Meeting of Shareholders and Proxy
Statement dated March 28, 1996, subject to any directions indicated
on the reverse side of this card.
1. ELECTION OF DIRECTORS.
FOR all nominees listed WITHHOLD AUTHORITY to
below (except as marked vote for all nominees
to the contrary below) listed below
Eugene A. Johnson, Harold L. (Lee) Swanson
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
2. RATIFICATION OF THE APPOINTMENT OF KIESLING ASSOCIATES LLP as
independent public accountants.
FOR AGAINST ABSTAIN
/ / / / / /
3. APPROVAL OF RESTATED ARTICLES OF INCORPORATION.
FOR AGAINST ABSTAIN
/ / / / / /
This Proxy is Solicited on Behalf of the Board of Directors of the Company.
APPENDIX - FORM OF PROXY<PAGE>
This Proxy, when properly executed, will be voted in the manner directed
hereby by the undersigned shareholder. If no choice is specified, the
Proxies shall vote FOR Proposals 1, 2 and 3.
If you attend the meeting, you may, if you so desire, withdraw your proxy at
the registration desk and vote in person.
Please mark an (X) in the box to Here is
the right if you plan to attend a box
the meeting.
Please date and sign your name(s) exactly as shown
above and mail promptly in the enclosed envelope.
IMPORTANT: When signing as attorney, executor,
administrator, trustee or guardian, please give your
full title as such. If a corporation, sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in partnership
name by authorized persons.
Signature
Signature If Held Jointly
Dated , 1996
APPENDIX - FORM OF PROXY<PAGE>
EXHIBIT A
RESTATED
ARTICLES OF INCORPORATION
OF
MID-PLAINS TELEPHONE, INC.
ARTICLE I. The undersigned has executed these Restated Articles of
Incorporation for the purpose of forming a for-profit corporation to engage in
any lawful act authorized by Chapter 180, Wisconsin Statutes.
ARTICLE II. The name of said corporation shall be Mid-Plains, Inc.
ARTICLE III. The corporation shall be authorized to issue 25,000,000
shares of no par value common stock.
ARTICLE IV. The Board of Directors of the corporation shall consist of
such number of directors, not less than 5 nor more than 13, as shall, from
time to time, be fixed by the Board of Directors. The Board of Directors
shall be divided into three classes as nearly equal in number as may be,
with the term of office of one class expiring each year. When the number of
directors is changed, any newly created directorships or any decrease in
directorships shall be so apportioned among the classes as to make all
classes as nearly equal in number as possible. Subject to the foregoing, at
each annual meeting of shareholders the successors to the class of directors
whose term shall then expire shall be elected to hold office for a term
expiring at the third succeeding annual meeting. Only shareholders shall be
eligible to be elected as a director.
ARTICLE V. Any unissued capital stock may be issued and disposed of to
such persons and upon such terms as the Board of Directors may determine, and no
shareholder of the corporation shall have any pre-emptive right in or right to
subscribe for any shares of stock issued by this corporation.
ARTICLE VI. The registered office of the corporation is 1912 Parmenter
Street, Middleton, Wisconsin 53562-3139.
ARTICLE VII. The name of the registered agent of the above registered
office is Fredrick E. Urben, Secretary of the corporation.
The foregoing Restated Articles of Incorporation for Mid-Plains, Inc.
supersede and take the place of the existing Articles of Incorporation and any
amendments thereto. Furthermore, the undersigned, the duly appointed acting
Secretary of Mid-Plains, Inc., does hereby certify that the foregoing Restated
Articles of Incorporation for Mid-Plains, Inc. is a true and accurate portrayal
of the Restated Articles of Incorporation for Mid-Plains Telephone, Inc. adopted
by the shareholders of Mid-Plains Telephone, Inc. pursuant to sec. 180.1007,
Wisconsin Statutes.
/s/Fredrick E. Urben
Fredrick E. Urben, Secretary
<PAGE>
EXHIBIT B
COMPILATION OF
ARTICLES OF INCORPORATION
(As of December 31, 1990)
ARTICLE I. The undersigned have associated, and do hereby associate
themselves for the purpose of forming a corporation under Chapter 86 (now
Chapter 180) of the Wisconsin Statutes of 1898 and the acts amendatory
thereof and supplementary thereto, the business and purposes of which
corporation shall be the construction, maintenance and operation of
telephone, telephone lines and telephone business which said business is
to be carried on within the State of Wisconsin, especially within the County
of Dane, in said state.
ARTICLE II. The name of said corporation shall be Mid-Plains Telephone,
Inc.
ARTICLE III. The capital stock of said corporation shall be $10,000,000
and the same shall consist of 3,000,000 shares of common stock, each of which
shall be of the par value of $3.33-1/3 per share.
ARTICLE IV. At the annual meeting in 1943, the shareholders shall elect
seven directors, who shall be stockholders. Two of these elected shall
serve for a term of one year, two for a term of two years and three for a
term of three years. The term of all directors thereafter shall be for a
term of three years and until their successors have been duly chosen and
qualified. The seven directors shall at their earliest convenience after the
annual meeting elect one out of their number a President, one as a
Vice-President and one as a Secretary and Treasurer, which may be held by one
person. The officers so elected shall hold office for the term of one year
and until their successors are duly chosen and qualified.
ARTICLE V. The principal duties of the President shall be to preside at
all meetings of the Board of Directors, and to have a general supervision of
the affairs of the corporation.
The principal duties of the Vice-President shall be to discharge the
duties of the President in the event of the absence or disability, for any
cause whatever, of the latter.
The principal duties of the Secretary shall be to countersign all deeds,
leases and conveyances executed by the corporation, affix the seal of the
corporation thereto, and to such other papers as shall be required or directed
to be sealed, and to keep a record of the proceedings of the Board of Directors,
and to safely and systematically keep all books, papers, records and documents
belonging to the corporation, or in any wise pertaining to the business thereof.
The Board of Directors may provide for the appointment of such additional
officers as they may deem for the best interests of the corporation.
Whenever the Board of Directors may so order the offices of Secretary and
Treasurer may be held by the same person.
The said officers shall perform such additional or different duties as
shall from time to time be imposed or required by the Board of Directors, or as
may be prescribed from time to time by the Bylaws.
ARTICLE VI. Only persons holding stock according to the regulations of the
corporation shall be members of it. Ten or more members present at any meeting
of the stockholders shall constitute a quorum. In case the sale of the
corporate assets and the dissolution of the corporation is contemplated a
quorum shall consist of stockholders representing a majority of the
outstanding shares of stock of the corporation, and each stockholder so
represented in person or by proxy at such meeting shall be entitled to one
vote for each share of stock held by him or her.
ARTICLE VII. These articles may be amended by resolution setting forth
such amendment or amendments, adopted at any meeting of the stockholders by a
vote of at least two-thirds of all the stock of said corporation then
outstanding.
ARTICLE VIII. Any unissued capital stock may be issued and disposed of
to such persons and upon such terms as the Board of Directors may determine,
and no stockholder of the corporation shall have any pre-emptive right in or
right to subscribe for any shares of stock issued by this corporation.
ARTICLE IX. Subject to the authorization of the directors, the President
or Vice-President and Secretary may mortgage or pledge the property, rights,
privileges and franchises of the corporation, then owned by it or thereafter to
be acquired, on such terms and conditions and for such consideration as shall be
authorized by the board of directors, and no consent of the shareholders shall
be required.
The undersigned, the duly appointed acting Secretary of Mid-Plains
Telephone, Inc., does hereby certify that the foregoing is a true and accurate
portrayal of the Articles of Incorporation of Mid-Plains Telephone, Inc., in
force and effect as of December 31, 1990.
/s/Fredrick E. Urben
Fredrick E. Urben, Secretary
