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.
- --------------------------------------------------------------------------------
(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)(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:
<PAGE>
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
NEW ULM TELECOM, INC.
400 SECOND STREET NORTH
NEW ULM, MN 56073
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NEW ULM TELECOM, INC.
400 Second Street North
New Ulm, Minnesota
------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 1999
------------------------------
Notice is hereby given that the Annual Meeting of Shareholders of New
Ulm Telecom, Inc. will be held in the German Rivers Room, Holiday Inn, 2101 S.
Broadway, New Ulm, Minnesota on Thursday, May 6, 1999 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 Annual Meeting of Shareholders to be
held in May of the year 2002 or until their successors are
elected.
2. To elect one director for a term of one year to fill the
unexpired term of the deceased Linus Grathwohl to hold office
until the Annual Meeting of Shareholders to be held in May of
the year 2000 or until director's successor is elected.
3. To ratify the appointment of Olsen Thielen & Co., Ltd. as
auditors of the Company for 1999.
4. To transact such other business as may properly come before
the meeting adjournment or adjournments thereof.
The Board of Directors have fixed the close of business on March 16,
1999 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
/S/ GARY L. NELSON
SECRETARY
New Ulm, Minnesota
April 16, 1999
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.
<PAGE>
NEW ULM TELCOM, INC.
400 Second Street North
New Ulm, Minnesota 56073
507-354-4111
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 6, 1999
------------------------
Introduction
This Proxy Statement and the enclosed Proxy, mailed on or
about April 16, 1999, is made by the Board of Directors of New Ulm
Telecom, Inc. (the "Company") for use at the Annual Meeting and any
adjournment thereof to be held on May 6, 1999. Only shareholders of
record at the close of business on March 16, 1999 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, including preparing, assembling
and mailing the Proxies and solicitation materials, will be paid by the
Company.
OUTSTANDING SHARES AND VOTING RIGHTS
The total number of shares outstanding as of March 16, 1999
and entitled to vote at the meeting consisted of 1,732,455 shares of
common stock. For each share held, shareholders may cast one vote for
each of the four 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
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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 16, 1999, 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 B. Wines, Trustee of
the Ralph K. Wines &
Ruth B. Wines Family Trust 91,440 5.3%
1418 Janeen Way
Anaheim, California
All Directors & Officers as
a Group (11 persons) 158,149 9.1%(1)
(1) Includes 29,418 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 four 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, including information regarding their principal
occupations, is on the next page. Ownership of common stock of the
Company by such nominees is given as of March 16, 1999. To the best of
the Company's knowledge, unless otherwise indicated, the persons
indicated possess sole voting and investment power with respect to
their stock ownership.
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<CAPTION>
NOMINEES PROPOSED FOR ELECTION FOR TERMS EXPIRING IN 2002
(Including business experience during the past five years.)
Principal Director Year Term Stock
Name & Age Occupation Since Expires Ownership Percent
---------- ---------- ----- ------- --------- -------
<S> <C> <C> <C> <C> <C>
ROBERT RANWEILER Principal of 1989 1999 21,450(1) 1.2%
(51) Biebl, Ranweiler & Co. Chartered,
a Professional Accounting Corporation
MARK RETZLAFF President of 1958 1999 7,484 .4%
(70) Retzlaff Hardware
MR. DUANE Owner/CEO -- -- 100 *
LAMBRECHT Shelter Products, Inc.
(52)
NOMINEE PROPOSED FOR ELECTION FOR THE ONE-YEAR UNEXPIRED TERM OF
DECEASED LINUS GRATHWOHL
(Including business experience during the past five years.)
MARY ELLEN DOMEIER President, State 1999 1999 250 *
(57) Bank & Trust Co.
DIRECTORS SERVING UNEXPIRED TERMS
(Including business experience during the past five years.)
ROSEMARY DITTRICH Corporate 1997 2000 3,676(2) .2%
(57) Secretary, D & A Trucking, Inc.
GARY NELSON President of 1982 2000 10,000(3) .6%
(61) Nelson Insurance Agency of New Ulm
LAVERN BIEBL Retired Salesman 1983 2001 14,350 .8%
(71)
JAMES JENSEN President, Jensen 1982 2001 5,389(4) .3%
(54) Clothing, Inc.
PERRY MEYER Farmer 1995 2001 3,000 .2%
(44)
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* Less than .1%
(1) Includes 20,550 shares owned by Mr. Ranweiler's spouse.
(2) Includes 1,500 shares owned by Ms. Dittrich's spouse.
(3) Includes 5,000 shares owned by Mr. Nelson's spouse.
(4) Includes 1,168 shares owned by Mr. Jensen's spouse.
<PAGE>
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 15 meetings in 1998.
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 auditors. This
committee had 2 meetings in 1998.
The Executive/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 the evaluation of the future operations and
needs of the Company. The Executive Committee meets as required.
The Personnel Committee consists of Gary Nelson, Rosemary
Dittrich, Robert Ranweiler and Richard T. Rodenberg. It's duties are to
evaluate employee compensation and staffing. The Personnel Committee
also makes appropriate recommendations concerning officers' and
directors' compensation. This committee had 3 meeting in 1998.
The Company also has a Marketing 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 1998, each Director was paid an annual retainer at the rate
of $10,511.68 per year from New Ulm Telecom, Inc.; $2,167.88 per year
from Western Telephone Company; $784.44 per year from Peoples Telephone
Company and $136 per year split evenly between the other six
subsidiaries of New Ulm Telecom, Inc. This retainer covers all
Committee and Board meetings.
<PAGE>
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AND AGE POSITION TERM OF OFFICE
------------ -------- --------------
<S> <C> <C>
RICHARD T. RODENBERG Chairman of the Board 1-year Term Expiring
(78) in May, 1999. President from
1981-1993. Chairman since
1993.
JAMES P. JENSEN President 1-year Term Expiring
(54) in May, 1999. Secretary from
1989-1993. President since 1993.
MARK W. RETZLAFF Vice-President 1-year Term Expiring
(70) in May, 1999. Vice-
President since 1971.
LAVERN J. BIEBL Treasurer 1-year Term Expiring
(71) in May, 1999.
Treasurer since 1989.
GARY L. NELSON Secretary 1-year Term Expiring
(61) in May, 1999.
Secretary since 1993.
BILL D. OTIS Executive Vice-President/ 1-year Term Expiring
(41) Chief Operating Officer/ in 1999. General
Manager Manager since 1985.
Executive Vice-
President since 1993.
</TABLE>
There neither are nor have there been any agreements between
the above-named officers and 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, 1998 to December 31, 1998, 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.
<PAGE>
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 its 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, 1998 for the Chief Operating Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-------------------------- All Other
Name and Principal Position Year Salary Bonus Compensation($)(1-2)
--------------------------- ---- ------ ----- --------------------
<S> <C> <C> <C> <C>
Bill Otis, Chief Operating 1998 $117,616 $15,600 $7,408
Officer/Manager 1997 102,924 10,600 7,438
1996 102,756 16,600 8,164
</TABLE>
(1) Contributions from the Company to the 401(k) plan.
(2) Notes Receivable includes $700,000 from Manager. The note is
secured by 51,230 shares of stock in New Ulm Telecom, Inc., has a
variable interest rate which was 6% at December 31, 1998. Interest
payments are to be paid annually on December 31. The note is to be paid
in full on January 1, 2001.
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 1998, the Company also contributed an
additional 3.1507% of the covered employee's compensation, over and
above the normal matching amount.
<PAGE>
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, 1999.
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, General Manager, 400 Second Street North, New
Ulm, MN 56073 no later than January 1, 2000.
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.
ANNUAL REPORT TO THE SHAREHOLDERS
A copy of the Company's Annual Report to shareholders for the
fiscal year ended December 31, 1998, accompanies this Notice of Meeting
and Proxy Statement. No part of the Annual Report is incorporated in
this Proxy Statement and no part is to be considered Proxy solicitation
material.
SHAREHOLDERS MAY RECEIVE, WITHOUT CHARGE, A COPY OF THE
COMPANY'S 1998 FORM 10-K REPORT AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION BY WRITING TO BILL OTIS, GENERAL MANAGER, NEW ULM
TELECOM, INC., 400 SECOND STREET NORTH, NEW ULM, MN 56073.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ GARY L. NELSON,
SECRETARY
<PAGE>
NEW ULM TELECOM, INC. PROXY
<TABLE>
<S> <C> <C> <C>
The undersigned hereby appoints Rosemary Dittrich, Gary Nelson, Lavern Biebl, James Jensen and Perry Meyer, 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 6, 1999 at 10:00 a.m. in the German Rivers Room, Holiday Inn,
2101 S. Broadway, 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.) (3-year term)
Nominees: ROBERT RANWEILER, MARK RETZLAFF, DUANE LAMBRECHT
INSTRUCTION: To withhold authority to vote for any nominee, mark through that nominee's name.
2. Election of Director: _____ FOR _____ WITHHELD
(1-year term to fulfill the unexpired term of the deceased Linus Grathwohl)
Nominee: MARY ELLEN DOMEIER
3. 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 the mailing label. If joint account, each joint owner should sign. If signing for
a corporation or as an agent, attorney or fiduciary, indicate the capacity in which you are signing.
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