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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
NEW ULM TELECOM, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Items 22(a)(2) of Schedule A.
[ ] $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. (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:
NEW ULM TELECOM, INC.
400 2nd Street North
New Ulm, Minnesota 56073
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 1996
Notice is hereby given that 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 2, 1996 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 1999 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 1996.
3. To consider and vote on a Resolution amending the second
paragraph of Article III of the Articles of Incorporation,
which amendment provides for the minimum number of shares that
can be owned by a stockholder is 30 (the present minimum
number of shares that can be owned by a stockholder is 10).
4. 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 15,
1996 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 12, 1996.
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
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PROXY STATEMENT
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This Proxy Statement and the enclosed Proxy, mailed on or about April
12, 1996, 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 15, 1996 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 15, 1996 and
entitled to vote at the meeting consisted of 577,485 shares of common stock. On
March 4, 1996 the Board of Directors took action to effect a three-for-one stock
split to stockholders of record as of said date. References to common stock in
the Proxy Statement do not reflect the stock split. 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 at any time before the election. 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 15, 1996, 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) 52,369 9.1%(1)
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(1) Includes 9,245 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 15, 1996. 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.
<TABLE>
<CAPTION>
NOMINEES PROPOSED FOR ELECTION FOR TERM EXPIRING IN 1999 (Including business
experience during the past five years.)
<S> <C> <C> <C> <C> <C>
Principal Director Year Term Stock
Name and Age Occupation Since Expires Ownership Percent
ROBERT RANWEILER Principal of Biebl, 1989 1996 7,150 (1) 1.3%
(48) Ranweiler & Company Chartered,
a Professional Accounting Corporation
MARK RETZLAFF President of 1958 1996 2,428 .4%
(67) Retzlaff Hardware
RICHARD RODENBERG Apple Grower/ 1980 1996 7,100 (2) 1.2%
(75) Retired Attorney
DIRECTORS SERVING UNEXPIRED TERMS
(Including business experience during the past five years.)
LINUS GRATHWOHL Semi-Retired Farmer 1982 1997 500 (3) .1%
(68)
JOSEPH LANDSTEINER Retired Farmer 1957 1997 2,090 .4%
(76)
GARY NELSON President of 1982 1997 2,500 (4) .4%
(58) Minnesota Valley-
Nelson Insurance
LAVERN BIEBL Retired 1983 1998 4,728 .8%
(68) Salesman
JAMES JENSEN President, 1982 1998 1,463 (5) .3%
(51) Jensen Clothing,
Incorporated
PERRY MEYER Farmer 1995 1998 1,000 .2%
(41)
</TABLE>
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(1) Includes 6,850 shares owned by Mr. Ranweiler's wife.
(2) Includes 400 shares owned by Mr. Rodenberg's wife.
(3) Includes 210 shares owned by Mr. Grathwohl's wife.
(4) Includes 1,230 shares owned by Mr. Nelson's wife.
(5) Includes 345 shares owned by Mr. Jensen'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 16 meetings in 1995. 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 Perry Meyer, meets as required. The Audit Committee reviews the activities
and reports of the independent accountants. This committee had 2 meetings in
1995.
The Executive Committee and Finance Committee consist 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 2 meetings in 1995.
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 President of the Board is an ex officio member of all
Committees.
COMPENSATION OF DIRECTORS
In 1995, each Director was paid an annual retainer at the rate of
$8,734 per year from New Ulm Telecom, Inc.; $2,172 per year from Western
Telephone Company; $794 per year from Peoples Telephone Company; and $300 per
year split evenly between the other five subsidiaries of New Ulm Telecom, Inc.
This retainer covers all Committee and Board meetings.
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
<S> <C> <C>
NAME AND AGE POSITION TERM OF OFFICE
RICHARD T. RODENBERG Chairman of the 1-Year Term Expiring in May,
(75) Board 1996. President from 1981-1993.
Chairman since 1993.
JAMES P. JENSEN President 1-Year Term Expiring in May,
(51) 1996. Secretary from 1989-1993.
President since 1993.
MARK W. RETZLAFF Vice-President 1-Year Term expiring in May,
(67) 1996. Vice-President since 1971.
LAVERN J. BIEBL Treasurer 1-Year Term expiring in May,
(68) 1996. Treasurer since 1989.
GARY L. NELSON Secretary 1-Year Term expiring in May,
(58) 1996. Secretary since 1993.
BILL D. OTIS Executive Vice President/ 1-Year Term expiring in May, 1996
(38) Chief Operating Officer 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.
The Company's officers and directors are required to file reports of
their beneficial ownership with the Securities and Exchange Commission.
According to the Company's records, during the period from January 1, 1995 to
December 31, 1995, officers and directors of the Company filed all reports with
the Securities and Exchange Commission required under Section 16(a) to report
their beneficial ownership.
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 for 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, 1995 for the chief
operating officer.
SUMMARY COMPENSATION TABLE
Annual
Compensation
All Other
Name and Principal Position Year Salary Bonus Compensation ($) (1)
- --------------------------- ---- ------ ------- --------------------
Bill Otis, 1995 $95,737 $6,600 $6,964
Chief Operating Officer 1994 $95,610 $3,000 $6,712
1993 $87,226 $2,750 $6,104
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(1) Contributions from the Company to the 401(k) plan.
Note: Certain columns have not been included in this table because the
information called for therein is not applicable to the Company or the
individual named above for the periods indicated.
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 1995, the Company also contributed an additional 4% of the covered employee's
compensation, over and above the normal matching amount.
PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION
OF NEW ULM TELECOM, INC.
"RESOLVED, that the second paragraph of Article III, which reads as follows:
"No transfer of stock will be permitted which will result in ownership
of less than ten (10) shares of stock by the transferee or transferor
except that any stockholder presently owning less than ten (10) shares
will be permitted to transfer the same in total. No transfer of stock
will be permitted which will result in ownership of fractional shares."
to be amended to read as follows:
"No transfer of stock will be permitted which will result in ownership
of less than thirty (30) shares of stock by the transferee or
transferor except that any stockholder presently owning less than
thirty (30) shares will be permitted to transfer the same in total. No
transfer of stock will be permitted which will result in the ownership
of fractional shares.
THE COMPANY'S AUDITORS
Olsen, Thielen & Co., Ltd. has 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, 1996.
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, 1997.
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, 1995.
SHAREHOLDERS MAY RECEIVE, WITHOUT CHARGE, A COPY OF THE COMPANY'S 1995
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 LAVERN BIEBL, LINUS GRATHWOHL, JAMES
JENSEN, JOSEPH LANDSTEINER, PERRY MEYER, AND GARY NELSON 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 2, 1996 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: ROBERT RANWEILER, MARK RETZLAFF, RICHARD T. RODENBERG
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
3. Shall the Resolution amending the second paragraph of Article III of
the Articles of Incorporation providing that the minimum number of
shares that can be owned by a stockholder is 30 be approved?
_____ FOR _____ AGAINST _____ ABSTAIN
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 the envelope that the proxy was mailed
in. 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.
