SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NEW ULM TELECOM, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
NEW ULM TELECOM, INC.
400 Second Street North
New Ulm, MN 56073
--------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 4, 1995
--------------------------------------------------------------
The Annual Meeting of Shareholders of New Ulm Telecom, Inc. will be
held at Turner Hall, State & 1st South Street, New Ulm, Minnesota, on Thursday,
May 4, 1995 at 10:00 a.m. for the following purposes:
1. To elect three directors for a term of three years each to hold
office until the 1998 Annual Meeting of Shareholders or until
their successors are elected.
2. To ratify the appointment of Olsen, Thielen & Co., Ltd. as
auditors of the Company for 1995.
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 6,
1995 as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting.
By Order of the Board of Directors
Gary L. Nelson,
Secretary
New Ulm, Minnesota
April 14, 1995
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND IN
PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND
VOTE IN PERSON IF THEY SO DESIRE.
NEW ULM TELECOM, INC.
400 2nd Street North
New Ulm, Minnesota 56073
507-354-4111
------------------------
PROXY STATEMENT
-------------------------
This Proxy Statement and the enclosed Proxy, mailed on or about April
14, 1995, is made by the Board of Directors of New Ulm Telecom, Inc., which
recommends voting FOR all items. Only shareholders of record at the close of
business on March 6, 1995 will be entitled to vote at the meeting. You are urged
to sign and return the enclosed Proxy whether or not you plan to attend the
meeting. When proxies are returned properly signed and dated, the shares
represented thereby will be voted according to your direction. You should
specify your choices by marking the appropriate boxes on the Proxy. If your
Proxy does not specify a choice, it will be voted FOR all items.
Any Proxy may be revoked at any time before it is voted by receipt of
a Proxy properly signed and dated subsequent to an earlier Proxy, or by
revocation of a written Proxy by request in person at the Annual Meeting. The
persons named as proxies were selected by the Board of Directors of the Company
and are directors or officers of the Company. The cost of this solicitation will
be paid by the Company.
The total number of shares outstanding as of March 6, 1995 and
entitled to vote at the meeting consisted of 577,485 shares of common stock. For
each share held, shareholders may cast one vote for each of the three
directorships to be filled at this meeting. Each shareholder entitled to vote
has the right to cumulative vote their shares in the election of directors by
giving written notice of intent to cumulative vote to any officer of the
corporation before the meeting, or to the presiding officer at the meeting. If
notice of intent to cumulative vote occurs, the presiding officer at the meeting
shall announce, before the election of directors, that shareholders shall
cumulative vote their shares by multiplying the number of shares held by the
shareholder by the number of directors to be elected. Each shareholder then may
cast their votes for one candidate or may distribute the votes among any number
of candidates.
The presence in person or by proxy of the holders of thirty-five
percent (35%) of the shares entitled to vote at the Annual Meeting of
Shareholders constitutes a quorum for the transaction of business.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth as of March 6, 1995, the number of
shares of the Company's common stock by each person known by the Company to own
of record or beneficially five percent (5%) or more of the Company's common
stock, and all officers and directors of the Company as a group.
Name & Address of Amount & Nature of Percent of
Beneficial Ownership Beneficial Ownership Ownership
Ruth F. Wines 30,480 5.3%
1418 Janeen Way
Anaheim, California
All Directors & Officers
as a Group (10 persons) 55,667 (1) 9.6%
---------------------
(1) Includes 8,615 shares owned by the spouses of directors and officers.
ELECTION OF DIRECTORS
The Board of Directors has nominated and recommends for election as
Directors of the Company the three persons named herein. It is intended that
proxies will be voted for such nominees. The Board of Directors believes that
each nominee named herein will be able to serve, but should a nominee be unable
to serve as a Director, the persons named in the proxies have advised that they
will vote for the election of such substitute nominee as the Board of Directors
may propose.
Information regarding the nominees and other directors filling
unexpired terms is set forth as follows, including information regarding their
principal occupations. Ownership of common stock of the Company is given as of
March 6, 1995. To the best of the Company's knowledge, unless otherwise
indicated below, the persons indicated possess sole voting and investment power
with respect to their stock ownership.
Principal Director Year Term Stock
Name and Age Occupation Since Expires Ownership Percent
NOMINEES PROPOSED FOR ELECTION FOR TERM EXPIRING IN 1998
(Including business experience during the past five years.)
LAVERN BIEBL Retired 1983 1995 4,705 .8%
(67) Salesman
JAMES JENSEN President, 1982 1995 1,000(1) .2%
(50) Leuthold-Jensen
Clothing Company
PERRY MEYER Farmer -- -- 900 .2%
(40)
DIRECTORS SERVING UNEXPIRED TERMS
(Including business experience during the past five years.)
ROBERT RANWEILER Principal of Biebl, 1989 1996 7,150(2) 1.24%
(47) Ranweiler & Company Chartered,
a Professional Accounting Corporation
MARK RETZLAFF President of 1958 1996 2,305 .4%
(66) Retzlaff Hardware
RICHARD RODENBERG Apple Grower/ 1980 1996 7,092(3) 1.2%
(74) Retired Attorney
LINUS GRATHWOHL Semi-Retired Farmer 1982 1997 450(4) .1%
(67)
JOSEPH LANDSTEINER Retired Farmer 1957 1997 2,090 .4%
(75)
GARY NELSON President of 1982 1997 1,820(5) .3%
(57) Minnesota Valley-
Nelson Insurance
- - -------------------------
(1) Includes 345 shares owned by Mr. Jensen's wife.
(2) Includes 6,850 shares owned by Mr. Ranweiler's wife.
(3) Includes 400 shares owned by Mr. Rodenberg's wife.
(4) Includes 210 shares owned by Mr. Grathwohl's wife.
(5) Includes 600 shares owned by Mr. Nelson's wife.
The Board of Directors consists of nine members with staggered terms
of three years for each Director. The Board holds regular monthly meetings and
some special meetings. The Board held 13 meetings in 1994. All Directors
attended 75% or more of the Board meetings and applicable Committee meetings.
COMMITTEES OF THE BOARD
The Audit Committee, which consists of Lavern Biebl, Robert Ranweiler
and Robert Runck, meets as required. The Audit Committee reviews the activities
and reports of the independent accountants. This committee had 3 meetings in
1994.
The Executive Committee and Finance Committee consists of the
President, Vice-President, Secretary and Treasurer of the Company. This
Committee is responsible for the study and analysis of the Company's financial
needs and requirements and to evaluate the future operations and needs of the
Company. The Executive Committee meets as required.
The Personnel Committee consists of Gary Nelson, Linus Grathwohl,
Robert Ranweiler and Richard T. Rodenberg. Its duties are to evaluate employee
compensation and staffing. The Personnel Committee also makes appropriate
recommendations concerning officers' and directors' compensation. This Committee
had 3 meetings in 1994.
The Company also has a Marketing Committee, a Planning Committee, a
Physical Properties Committee and a Charitable Contributions and Community
Involvement Committee. These committees meet as required.
The Board of Directors as a whole is the Nominating Committee.
In addition, the Chairman of the Board is an ex officio member of all
Committees.
COMPENSATION OF DIRECTORS
In 1994, each Director was paid an annual retainer of $7,020 per year
from New Ulm Telecom, Inc.; $3,510 per year from Western Telephone Company; $700
per year from Peoples Telephone Company; and $270 per year split evenly between
the five other subsidiaries of New Ulm Telecom, Inc. This retainer covers all
Committee and Board meetings.
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS
NAME AND AGE POSITION TERM OF OFFICE
<S> <C> <C>
RICHARD T. RODENBERG Chairman of the 1-Year Term Expiring in May,
(74) Board 1995. President from 1981-1993.
Chairman since 1993.
JAMES P. JENSEN President 1-Year Term Expiring in May,
(50) 1995. Secretary from 1989-1993.
President since 1993.
MARK W. RETZLAFF Vice-President 1-Year Term expiring in May,
(66) 1995. Vice-President since 1971.
LAVERN J. BIEBL Treasurer 1-Year Term expiring in May,
(67) 1995. Treasurer since 1989.
GARY L. NELSON Secretary 1-Year Term expiring in May,
(57) 1995. Secretary since 1993.
BILL D. OTIS Exec. Vice President/ 1-Year Term expiring in May,
(37) Chief Operating Officer 1995. General Manager since 1985.
Executive Vice President since 1993.
</TABLE>
There neither are nor have there been any agreements between the above-named
officers, or any other persons, relative to the selection of any officers.
EXECUTIVE COMPENSATION
The Company maintains a consistent compensation philosophy for all employees.
This philosophy rewards the coordinated efforts of the employees in meeting
corporate objectives, as well as meeting the expectations of the customers and
shareholders. The compensation program for executives is the responsibility of
the Board of Directors. The philosophy for the executive salary program is to
pay competitively compared to similar sized companies, particularly technology
companies.
The following table sets forth the cash and non-cash compensation for each of
the last three fiscal years ending December 31, 1994 for the chief operating
officer.
SUMMARY COMPENSATION TABLE
Annual
Compensation
All Other
Name and Principal Position Year Salary ($) Compensation ($) (1)
Bill Otis, 1994 $98,610 $6,712
Chief Operating Officer 1993 $89,976 $6,104
1992 $79,323 $5,358
(1) Contributions from the Company to the 401(k) plan.
EMPLOYEE 401(K) SAVINGS PLAN
The Company has a 401(k) Employee Savings Plan in effect for employees
who meet certain age and service requirements. The Company makes matching
contributions of 50% of the employee's contribution, up to 6% of compensation.
In 1994, the Company also contributed an additional 4% of the covered employee's
compensation, over and above the normal matching amount.
THE COMPANY'S AUDITORS
Olsen, Thielen & Co., Ltd. have been the auditors for the Company for
many years. The Board of Directors proposes and recommends the re-election of
the firm of Olsen, Thielen & Co., Ltd. to perform an audit for the current
fiscal year ending December 31, 1995.
A representative of Olsen, Thielen & Co., Ltd. is expected to be
present at the Annual Meeting of Shareholders and will have an opportunity to
make a statement and will be available to respond to appropriate questions. The
Board of Directors has been advised by Olsen, Thielen & Co., Ltd. that no member
of that firm has any financial interest, either direct or indirect, in the
Company, and that during the past three years, has had no connection with the
Company in any capacity other than that of independent certified public
accountants.
Your Directors recommend a vote FOR Olsen, Thielen & Co., Ltd.
SHAREHOLDERS' PROPOSALS
The Company welcomes any suggestions from its shareholders, and all
suggestions will be given careful consideration. Proposals intended to be
included in next year's Proxy Statement should be submitted to Bill Otis,
Manager, 400 Second North, New Ulm, MN 56073, no later than January 1, 1996.
OTHER MATTERS
Management knows of no other matters that will be presented at the
meeting. If any other matters arise at the meeting, it is intended that the
shares represented by the proxies in the accompanying form will be voted in
accordance with the judgment of the persons named in the Proxy.
The Company is transmitting with this Proxy Statement its Annual
Report for the year ended December 31, 1994.
SHAREHOLDERS MAY RECEIVE, WITHOUT CHARGE, A COPY OF THE COMPANY'S 1994 FORM 10-K
REPORT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY WRITING TO BILL
OTIS, MANAGER, NEW ULM TELECOM, INC., 400 2ND STREET NORTH, P.O. BOX 697, NEW
ULM, MN 56073.
By Order of the Board of Directors
Gary L. Nelson
Secretary
NEW ULM TELECOM, INC. PROXY PROXY NO._____ NO. OF SHARES _____
The undersigned hereby appoints LINUS GRATHWOHL, JOSEPH LANDSTEINER,
GARY NELSON, ROBERT RANWEILER, MARK RETZLAFF, AND RICHARD T. RODENBERG, or any
of them, with power of substitution, as proxies to vote the shares of common
stock of the undersigned in NEW ULM TELECOM, INC. at the Annual Meeting of
Shareholders to be held May 4, 1995 at 10:00 a.m. at Turner Hall, State & 1st
South Street, New Ulm, Minnesota, and at any adjournment thereof, upon all
business that may properly come before the meeting, including the business
identified (and in the manner indicated) on this proxy and described in the
proxy statement furnished herewith.
Indicate your vote by an (X). The Board of Directors recommends voting
FOR all items.
ITEM
1. Election of Directors:
_______ FOR - ALL Nominees _______ WITHHELD - ALL Nominees
(Except as marked to the contrary below)
Nominees: LAVERN BIEBL, JAMES JENSEN, PERRY MEYER
INSTRUCTION: To withhold authority to vote for any nominee,
mark through that nominee's name.
2. Appointment of Auditors: _____ FOR _____ AGAINST _____ ABSTAIN
Nominee: OLSEN, THIELEN & CO., LTD., Certified Public Accountants
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS WHICH RECOMMENDS
VOTING FOR ALL ITEMS. IT WILL BE VOTED AS SPECIFIED. IF NOT SPECIFIED, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR ALL ITEMS.
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED, PRE-ADDRESSED ENVELOPE.
SIGNATURE(S) ____________________________________________DATE__________________
Please sign exactly as name(s) appear on this proxy. If joint account, each
joint owner should sign. If signing for a corporation or as agent, attorney or
fiduciary, indicate the capacity in which you are signing.
