<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
WPS RESOURCES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MERRILL CORPORATION
- --------------------------------------------------------------------------------
(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), 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:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction 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>
WPS RESOURCES CORPORATION
700 NORTH ADAMS STREET, P.O. BOX 19001, GREEN BAY, WISCONSIN 54307
March 24, 1995
Dear WPS Resources Corporation Shareholder:
You are cordially invited to attend the 1995 Annual Shareholders Meeting which
will be held at 10:30 A.M., Thursday, May 4, 1995, at the Weidner Center,
University of Wisconsin -- Green Bay, 2420 Nicolet Drive, Green Bay, Wisconsin.
Directions to the meeting location are included on the last page of this
booklet. Free parking will be available.
The formal Notice of Annual Meeting of Shareholders and Proxy Statement which
appears on the following pages provide information concerning matters to be
considered. At the meeting we will report on the Company's progress, plans and
prospects, and respond to your questions and comments.
We hope for a large attendance either in person or by proxy. Whether you own
many shares or only a few, your presence or your proxy is important in making up
the total number of shares necessary to transact business at the meeting.
If you are unable to attend, we would appreciate your completing, signing and
promptly mailing the enclosed proxy in the postage paid envelope provided.
Sincerely,
DANIEL A. BOLLOM
President and
Chief Executive Officer
<PAGE>
WPS RESOURCES CORPORATION
700 NORTH ADAMS STREET, P.O. BOX 19001, GREEN BAY, WISCONSIN 54307
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 4, 1995
---------------------
TO THE SHAREHOLDERS OF WPS RESOURCES CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of WPS
Resources Corporation, a Wisconsin corporation (the "Company"), will be held on
Thursday, May 4, 1995, at 10:30 A.M., Green Bay Time, at the Weidner Center,
University of Wisconsin -- Green Bay, 2420 Nicolet Drive, Green Bay, Wisconsin
for the following purposes:
1. To elect three directors of Class A to hold office until the Annual
Meeting of Shareholders in 1998 or until their successors have been elected
and qualified.
2. To approve the WPS Resources Corporation Deferred Compensation Plan.
3. To consider and act upon such other business as may properly come
before the Annual Meeting or any adjournment thereof.
Shareholders of record at the close of business on March 14, 1995, will be
entitled to notice of, and to vote at, the Annual Meeting and at any adjournment
thereof.
Even if you plan to attend the Annual Meeting, please complete, date and
sign the enclosed proxy and mail it promptly in the enclosed envelope. If you
attend the Annual Meeting, you may revoke your proxy and vote your shares in
person. Your attention is directed to the attached Proxy Statement.
WPS RESOURCES CORPORATION
Robert H. Knuth
ASSISTANT VICE PRESIDENT -- SECRETARY
Green Bay, Wisconsin
March 24, 1995
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. TO
ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE FILL IN AND DATE THE ENCLOSED
PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR NAME
APPEARS AND RETURN IMMEDIATELY.
<PAGE>
March 24, 1995
PROXY STATEMENT
WPS RESOURCES CORPORATION
700 NORTH ADAMS STREET, P.O. BOX 19001, GREEN BAY, WISCONSIN 54307
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 4, 1995
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors ("Board") of WPS Resources Corporation
("Company") for the Annual Meeting of Shareholders to be held on Thursday, May
4, 1995 at 10:30 A.M., at the Weidner Center, University of Wisconsin -- Green
Bay, 2420 Nicolet Drive, Green Bay, Wisconsin and at any adjournment thereof
("Meeting") for the purposes set forth in the Notice of Annual Meeting of
Shareholders and in this Proxy Statement.
Only shareholders of record as of the close of business on March 14, 1995
("Record Date") are entitled to notice of, and to vote at, the Meeting. As of
the Record Date, the Company's outstanding voting securities consisted of
23,896,962 shares of Common Stock. The record holder of each outstanding share
of Common Stock as of the Record Date is entitled to one vote per share for each
proposal submitted for consideration at the Meeting. The Notice of Annual
Meeting of Shareholders, this Proxy Statement and the accompanying form of proxy
were first mailed to shareholders on or about March 24, 1995.
A proxy, in the enclosed form, which is properly executed, duly returned to
the Company and not revoked will be voted in accordance with the instructions
contained therein. If no specification is indicated on the proxy, the shares
represented thereby will be voted FOR the indicated nominees for directors, FOR
approval and adoption of WPS Resources Corporation Deferred Compensation Plan
and on such other business or matters which may properly come before the Meeting
in accordance with the best judgment of the persons named in the proxy.
Execution of a proxy given in response to this solicitation will not affect a
shareholder's right to attend the Meeting and to vote in person. Presence at the
Meeting of a shareholder who has signed a proxy does not in itself revoke a
proxy. Each proxy granted may be revoked by the person giving it at any time
before the exercise thereof by giving written notice to such effect to the
1
<PAGE>
Secretary of the Company, by execution and delivery of a subsequent proxy or by
attendance and voting in person at the Meeting, except as to any matter upon
which, prior to such revocation, a vote shall have been cast pursuant to the
authority conferred by such proxy.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
No person is known by the Company to be the beneficial owner of more than 5%
of any class of the Company's voting securities. Set forth below is a tabulation
indicating, as of January 1, 1995, the shares of the Company's equity securities
beneficially owned by the five named executives in the Summary Compensation
Table, each nominee and director and all directors and officers of the Company
as a group. No officer or director owns more than 1% of any class of the
Company's equity securities.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER OWNERSHIP (1)(2)(3)
- ----------------------------- ------------------------------------ --------------------
<S> <C> <C>
Common Stock, $1.00 Par Value Daniel A. Bollom 4,858(4)
per share J. Gus Swoboda 3,660
Richard A. Krueger 3,019(5)
Patrick D. Schrickel 1,697
Clark R. Steinhardt 3,301(6)
A. Dean Arganbright 2,000
Sister M. Lois Bush 200(7)
James L. Kemerling 500
Richard A. Bemis 1,000
Robert C. Gallagher 1,186
Michael S. Ariens 1,426(8)
Kathryn M. Hasselblad-Pascale 2,488(9)
Linus M. Stoll 8,243(10)
All directors and officers as a 38,719(11)(12)
group (15)
<FN>
- ------------------------
(1) None of the persons listed beneficially owns shares of any other class of
equity securities of the Company or its subsidiaries, except Mr.
Arganbright's wife owned 10 shares of Preferred Stock 5% series ($100 par
value) of Wisconsin Public Service Corporation.
(2) In each case the indicated owner has sole voting power and sole investment
power with respect to the shares shown in this column except as noted.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
(3) Includes shares of common stock held in the Wisconsin Public Service
Corporation
Employee Stock Ownership Plan and Trust (ESOP).
(4) Includes 465 shares held in survivorship marital property.
(5) Includes 98 shares held in joint tenancy.
(6) Includes 142 shares held as custodian.
(7) Owned by Sisters of the Sorrowful Mother of which Sister M. Lois Bush is a
member.
(8) Includes 910 shares held by M&M Ariens, Inc.
(9) Includes 443 shares owned by spouse.
(10) Includes 2,598 shares owned by spouse.
(11) Includes 3,041 shares owned by spouses; 98 shares held in joint tenancy,
142 shares held as custodian and 465 shares in survivorship marital
property.
(12) Officers and Directors also hold 12 shares of Preferred Stock, 5% Series
($100 par value) and 10 shares of Preferred Stock, 5.04% Series ($100 par
value) of Wisconsin Public Service Corporation.
</TABLE>
NOMINEES FOR ELECTION AS DIRECTORS
Pursuant to the Restated Articles and the By-Laws of the Company the Board
of Directors consists of nine directors and is divided into three classes of
three directors each, with one class being elected each year for a term of three
years. Accordingly, it is proposed that the three nominees listed below be
elected to serve as Class A directors for three-year terms to expire at the 1998
Annual Meeting of Shareholders and upon the election and qualification of their
successors. Richard A. Bemis, Daniel A. Bollom and Robert C. Gallagher are
presently Class A directors whose terms expire at this year's Annual Meeting,
and who have been nominated for re-election.
Directors are elected by a plurality of the votes cast by the holders of the
Company's Common Stock at a meeting at which a quorum is present. "Plurality"
means that the individuals who receive the largest number of votes cast are
elected as directors up to the maximum number of directors to be chosen at the
meeting. Consequently, any shares not voted (whether by abstention, broker
nonvote or otherwise) have no impact in the election of directors except to the
extent the failure to vote for an individual results in another individual
receiving a larger number of votes. Under Wisconsin law, cumulative voting for
directors is permitted but is not presently provided for in the Company's
Restated Articles of Incorporation.
3
<PAGE>
Certain information about the three nominees for such directorships is set
forth below. It is intended that the proxies solicited on behalf of the Board
will be voted for the following nominees, each of whom beneficially owned,
unless otherwise noted, the indicated number of shares of Common Stock on
January 1, 1995. The Board has no reason to believe that any of these nominees
will be unable or unwilling to serve as directors if elected, but if any nominee
should be unable or unwilling to serve, the shares represented by proxies
solicited by the Board will be voted for the election of such other person as
the Board may recommend in place of such nominee.
NOMINEES -- CLASS A -- TERM EXPIRING IN 1998
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ------------------------------ --- ----------------------------------------------- -----------
<S> <C> <C> <C>
Richard A. Bemis (1)(2) 53 President, Bemis Manufacturing Company, 1983
Sheboygan, WI (manufacturer of toilet seats,
contract plastics and wood products)
Daniel A. Bollom 58 President and Chief Executive Officer of the 1989
Company
Robert C. Gallagher (1)(3) 56 Chairman and President, Associated Bank, Green 1992
Bay, WI, Executive Vice President, Associated
Banc-Corp
<FN>
- ------------------------
(1) Member of Audit Committee.
(2) Member of Nominating Committee.
(3) Member of Compensation Committee.
</TABLE>
Each of the nominees has served in the same or another position with the
employer indicated for at least five years.
4
<PAGE>
The following table sets forth certain information about Class B and Class C
directors who are not standing for election in 1995.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ------------------------------------ --- ----------------------------------------------- -----------
<S> <C> <C> <C>
CLASS B -- TERM EXPIRING IN 1996
A. Dean Arganbright (1)(3)(4) 64 Retired Chairman, President and Chief Executive 1972
Officer, Wisconsin National Life Insurance
Company, Oshkosh, WI
Sister M. Lois Bush, SSM (1)(4) 50 President and Chief Executive Officer of SSM -- 1993
Ministry corporation (operator of hospitals
and health related facilities in Wisconsin,
Iowa and Minnesota)
James L. Kemerling (1)(3) 55 Chairman, President and Chief Executive 1988
Officer, The Specialty Packaging Group,
Wausau, WI (manufacturer of composite cans),
1994; Chief Executive Officer, Shade/Allied
Inc., Green Bay, WI (manufacturer of business
forms), 1990-1994
CLASS C -- TERM EXPIRING IN 1997
Michael S. Ariens (1)(2)(4) 63 Chairman, Ariens Company, Brillion, WI 1974
(manufacturer of outdoor power equipment)
Kathryn M. Hasselblad- 47 Partner and General Manager, Hasselblad Machine 1987
Pascale (1)(2) Company, Green Bay, WI (manufacturer of
automatic screw machine products)
Linus M. Stoll (1)(2)(4) 69 Retired Chairman and Chief Executive Officer of 1987
Wisconsin Public Service Corporation, Green
Bay, WI
<FN>
- ------------------------
(1) Member of Audit Committee.
(2) Member of Nominating Committee.
(3) Member of Compensation Committee.
(4) Member of Strategic Action Planning Committee.
</TABLE>
5
<PAGE>
Each of the Class B and Class C directors, except James L. Kemerling, has
served in the same or another position with the employer indicated for at least
five years.
Other directorships held by the directors include the following:
Richard A. Bemis -- W. H. Brady Company, Milwaukee, WI
Daniel A. Bollom -- EMPHESYS Financial Group, Inc., Green Bay, WI
Robert C. Gallagher -- Associated Banc-Corp, Green Bay, WI
Michael S. Ariens -- David White, Inc., Germantown, WI
-- Milwaukee Insurance Group, Inc., Milwaukee, WI
During 1994, the Board met eight times. All directors attended more than 82%
of the total number of meetings, including meetings of committees of which they
are members. Attendance includes meetings of Wisconsin Public Service
Corporation up to the effective date of the share exchange with WPS Resources
Corporation on September 1, 1994.
Nonemployee director remuneration consists of a monthly fee of $1,042, $800
for each Board meeting attended and $200 for each telephonic meeting. Employee
directors receive no compensation for their services as directors.
The Audit Committee, which includes all nonemployee directors, met two times
during 1994. Its duties and responsibilities include, but are not necessarily
limited to, the following:
(1) To recommend annually a firm of independent public accountants.
(2) To approve the services to be performed by the independent public
accountants.
(3) To review the reports and comments of the audit services department
and independent public accountants and to recommend such action as is
appropriate to the Board.
Each member of the Audit Committee receives $600 for each meeting attended.
The Compensation Committee, which is composed of three nonemployee
directors, met two times during 1994. Its function is to recommend to the Board
the compensation to be paid to officers and selected managerial personnel. Each
member receives $600 for each meeting attended.
The Nominating Committee, which consists of four nonemployee directors,
recommends to the Board candidates to be nominated for election as directors at
the annual meeting and to fill any vacancies on the Board. The Nominating
Committee met two times in 1994. Each member receives $600 for each meeting
attended. The Nominating Committee will consider suggestions
6
<PAGE>
from all sources, including shareholders, regarding possible candidates for
director. Such suggestions, together with appropriate biographical information,
should be submitted to the Secretary of the Company no later than November 1, in
order to be considered for the annual meeting in the following year.
The Strategic Action Planning Committee, which consists of four nonemployee
directors, reviews and provides input into the Company's Strategic Plans. The
Strategic Action Planning Committee met one time in 1994. Each member receives
$600 for each meeting attended.
---------------------
Based solely on a review of statements of beneficial ownership and of
changes therein furnished to the Company during and with respect to the 1994
calendar year and written representations made to the Company, the management of
the Company has concluded that no person who at any time during 1994 was a
director or officer of the Company failed to file with the Securities and
Exchange Commission on a timely basis reports of beneficial ownership of the
Company's securities required by Section 16(a) of the Securities and Exchange
Act of 1934, as amended.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth the total compensation
paid by the Company and its subsidiaries for all services rendered during 1994,
1993 and 1992 for the Chief Executive Officer and the four other most highly
compensated executive officers of the Company or its subsidiaries who perform
policy making functions for the Company.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION (3) AWARDS PAYOUTS
(E) (F) (G) (I)
OTHER ANNUAL RESTRICTED SECURITIES ALL OTHER
(A) (C) (D) COMPEN- STOCK UNDERLYING (H) COMPEN-
NAME AND (B) SALARY BONUS SATION AWARD(S) OPTIONS/ LTIP PAYOUTS SATION
PRINCIPAL POSITION YEAR ($) ($) ($)(4) ($) SARS (#) ($) ($)(5)
- -------------------- ---- ---------- ----- ------------ ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Daniel A. Bollom 1994 273,662.25 0.00 29,700.09 0.00 0.00 0.00 31,072.79
President 1993 253,553.90 0.00 26,106.24 0.00 0.00 0.00 26,503.47
& CEO(1) 1992 235,160.04 0.00 24,079.21 0.00 0.00 0.00 14,306.90
J. Gus Swoboda 1994 153,193.02 0.00 19,622.46 0.00 0.00 0.00 13,154.35
Senior Vice 1993 144,059.14 0.00 18,515.29 0.00 0.00 0.00 11,581.38
President(2) 1992 136,809.99 0.00 17,208.12 0.00 0.00 0.00 6,902.50
Richard A. Krueger 1994 153,192.27 0.00 18,070.52 0.00 0.00 0.00 14,210.65
Senior Vice 1993 144,054.98 0.00 15,290.27 0.00 0.00 0.00 12,118.62
President(2) 1992 136,809.99 0.00 18,000.54 0.00 0.00 0.00 6,961.35
Patrick D. Schrickel 1994 150,553.50 0.00 13,956.27 0.00 0.00 0.00 12,786.86
Senior Vice 1993 141,215.90 0.00 12,069.61 0.00 0.00 0.00 11,461.95
President(1) 1992 133,909.98 0.00 12,426.17 0.00 0.00 0.00 6,947.49
Clark R. Steinhardt 1994 148,012.47 0.00 12,005.56 0.00 0.00 0.00 17,408.68
Senior Vice 1993 138,531.27 0.00 12,901.20 0.00 0.00 0.00 15,760.87
President(2) 1992 131,209.98 0.00 13,423.46 0.00 0.00 0.00 9,022.86
<FN>
- ----------------------------------
(1) Officer of both the Company and Wisconsin Public Service Corporation.
(2) Officer of Wisconsin Public Service Corporation.
(3) Compensation deferred at election of executive includable under Salary for
year earned.
(4) These amounts reflect perquisites, deferred compensation not deferred at
the election of the officer and the following: spouse expense, flex
refunds, taxable meals, moving expense, imputed lodge income, insurance
reimbursement, vacation pay and holiday pay. No perquisites exceed 25% of
the total perquisites except for Vacation/Holiday payments as shown below
and Moving Expenses for Steinhardt of $3,513.65 in 1992. Deferred
Compensation for
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
Bollom, Swoboda, Krueger, Schrickel and Steinhardt was $19,156.35,
$10,723.55, $10,723.50, $10,538.73 and $10,360.92, respectively for 1994;
$17,747.83, $10,083.83, $10,083.83, $9,884.81 and $9,697.23, respectively
for 1993 and $16,461.24, $9,576.69, $9,576.69, $9,373.68 and $9,184.68, for
1992. Vacation/Holiday payments for Bollom, Swoboda, Krueger and Schrickel
are $9,934.21, $8,563.76, $6,414.23 and $2,685.69, respectively for 1994;
$5,177.30, $7,551.98, $4,356.91 and $1,141.26, respectively for 1993 and
$6,685.00, $7,084.96, $3,269.97 and $2,135.38, for 1992.
(5) These amounts reflect Wisconsin Public Service Corporation contributions
under Employee Stock Ownership Plan and Trust for Bollom, Swoboda, Krueger,
Schrickel and Steinhardt of $1,614.15, $1,568.38, $1,524.93, $1,562.01 and
$1,534.20, respectively, for 1994, $1,819.31 for each for 1993 and
$1,461.13 for each for 1992. Above Market Deferred Compensation Interest
for Bollom, Swoboda, Krueger, Schrickel and Steinhardt was $28,027.64,
$11,204.97, $12,130.72, $10,904.85 and $15,550.48, respectively for 1994;
$23,553.16, $9,372.07, $9,808.31, $9,317.64 and $13,514.56, respectively
for 1993 and $10,964.77, $4,581.37, $4,549.22, $4,638.36 and $6,611.73, for
1992. Supplemental Retirement Benefits for Bollom, Swoboda, Krueger,
Schrickel and Steinhardt were $357, $161, $161, $162 and $198, respectively
for 1994; $468, $172, $166, $187 and $214, respectively for 1993 and
$1,327, $733, $729, $732 and $704, for 1992. Retirement Plan Supplement for
Bollom, Swoboda, Krueger, Schrickel and Steinhardt was $1,074, $220, $394,
$158 and $126, respectively for 1994; $663, $218, $325, $138 and $213,
respectively for 1993 and $554, $127, $222, $116 and $246, for 1992.
</TABLE>
9
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN (1)
WPS RESOURCES CORPORATION (WPSR),
S&P 500 INDEX AND EDISON ELECTRIC INSTITUTE 100 INDEX (EEI INDEX (2))
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
WPSRC S&P 500 INDEX EEI INDEX
<S> <C> <C> <C>
1989 100 100 100
1990 107 97 101
1991 137 126 131
1992 163 136 141
1993 181 150 156
1994 154 152 138
</TABLE>
Assumes $100 invested on December 31, 1989 in WPSR Common Stock, S&P 500 Index &
EEI Index
(1) Total return assumes reinvestment of dividends.
(2) The Companies included in the EEI Index are the following:
ALLEGHENY POWER
SYSTEM INC
AMERICAN ELECTRIC
POWER INC
ATLANTIC ENERGY, INC
BALTIMORE GAS & ELEC CO
BANGOR HYDRO-ELEC CO
BLACK HILLS CORP
BOSTON EDISON CO
CAROLINA POWER & LIGHT CO
CENTERIOR ENERGY CORP
CENTRAL & SOUTH WEST CORP
CENTRAL HUDSON GAS & ELEC
CENTRAL LOUISIANA ELECTRIC
CO INC
CENTRAL MAINE POWER CO
CENTRAL VERMONT PUB
SVC CORP
10
<PAGE>
CILCORP INC
CINERGY CORP
CIPSCO INC
CMS ENERGY CORP
COMMONWEALTH ENERGY SYS
CONSOLIDATED EDISON
CO OF NY
DELMARVA POWER & LIGHT CO
DETROIT EDISON CO
DOMINION RESOURCES INC
DPL INC
DQE INC
DUKE POWER INC
EASTERN UTILITIES ASSOC
EL PASO ELEC CO
EMPIRE DISTRICT ELEC CO
ENTERGY CORP
ESELCO INC
FLORIDA PROGRESS CORP
FPL GROUP INC
GENERAL PUBLIC UTIL CORP
GREEN MOUNTAIN
POWER CORP
HAWAIIAN ELECTRIC IND INC
HOUSTON IND INC
IDAHO POWER CO
IES INDUSTRIES INC
ILLINOVA CORP
INTERSTATE POWER CO
IOWA-ILLINOIS GAS & ELEC CO
IPALCO ENTERPRISES INC
KANSAS CITY POWER &
LIGHT CO
KU ENERGY CORP
LG&E ENERGY CORP
LONG ISLAND LIGHTING CO
MADISON GAS & ELECTRIC CO
MAINE PUBLIC SVC CO
MIDWEST RESOURCES INC
MINNESOTA POWER
MONTANA POWER CO
NEVADA POWER CO
NEW ENGLAND ELEC SYSTEM
NEW YORK STATE ELEC &
GAS CORP
NIAGARA MOHAWK
POWER CORP
NIPSCO INDUSTRIES INC
NORTHEAST UTILITIES
NORTHERN STATES POWER CO
NORTHWESTERN PUBLIC
SVC CO
OHIO EDISON CO
OKLAHOMA GAS & ELEC CO
ORANGE & ROCKLAND
UTIL INC
OTTER TAIL POWER CO
PACIFIC GAS & ELEC CO
PACIFICORP
PENNSYLVANIA POWER &
LIGHT CO
PECO ENERGY
PINNACLE WEST CAPITAL
GROUP
PORTLAND GENERAL CORP
POTOMAC ELEC POWER CORP
PUBLIC SERVICE CO OF
COLORADO
PUBLIC SERVICE CO OF
NEW MEXICO
PUBLIC SERVICE ENTERPRISE
GROUP
PUGET SOUND POWER &
LIGHT CO
ROCHESTER GAS & ELEC CORP
SAN DIEGO GAS & ELEC CO
SCANA CORP
SCECORP
SIERRA PACIFIC RESOURCES
SOUTHERN COMPANY
SOUTHERN INDIANA GAS &
ELEC CO
SOUTHWESTERN PUBLIC
SVC CO
ST JOSEPH LIGHT & POWER CO
TECO ENERGY INC
TEXAS UTILITIES CO
TNP ENTERPRISES INC
TUCSON ELECTRIC POWER CO
UNICOM INC
UNION ELECTRIC CO
UNITED ILLUMINATING CO
UNITIL CORP
UPPER PENINSULA
ENERGY CORP
UTILICORP UNITED
WASHINGTON WATER
POWER CO
WESTERN RESOURCES
WISCONSIN ENERGY CORP
WPS RESOURCES CORP
WPL HOLDINGS INC
11
<PAGE>
Cincinnati Gas & Electric Co. and PSI Resources, Inc., which were included
in the EEI Index for 1993, merged into Cinergy Corp., which is included in the
EEI Index for 1994. Gulf States Utilities, which was included in the EEI Index
for 1993, was acquired by Entergy Corp., which is included in the EEI Index for
1994. Illinois Power Co. and Commonwealth Edison Co. are included in the EEI
Index for 1994 as Illinova and Unicom Inc., respectively.
BOARD COMPENSATION COMMITTEE REPORT
The Board Compensation Committee during two meetings in 1994 addressed the
compensation of the President and CEO and the other executive officers of the
Company and its subsidiaries. In 1993, management introduced a new pay plan
applicable to all executive, supervisory/professional and administrative
employees. The pay plan is designed to support the Company's vision and mission
statements and its commitment to a quality management philosophy. The key
attributes of the plan are:
- An employee development process which is based on continuous
process improvement replaced an individual performance rating
system.
- Pay levels will not be based on corporate performance measures
but will be market driven, with the pay advancement based on
each employee's relationship to the average market rate of the
assigned pay grade. The average market rates are based on
median base salaries reported to the Edison Electric Institute
by utilities with revenue levels comparable to that of the
Company. It should be noted that many of these reporting
utilities are members of the EEI Index group listed in Note 2
to the Comparison of Five Year Cumulative Total Return Table
set forth above. The composition of the two groups, however, is
not identical. In general the compensation levels of the
executive officers of the company are below the median base
salaries for executive officers of the comparable utilities.
- The formula, used to bring executives who are either above or
below the market rate to their market target rate, has a
maximum of a 10-year horizon. Thus those farther below the
market target rate will receive a larger salary increase than
those closer to the target rate. If an executive is promoted to
a higher-rated position, a promotional increase is provided at
the time of the change in duties.
12
<PAGE>
The compensation of the President and CEO from October 1, 1994 to September
30, 1995 ($286,989) will be at 87% of his market rate.
The Company and its subsidiaries have considered the implications of Section
162(m) of the Internal Revenue Code (the "Code") regarding deductibility of
annual executive compensation over $1 million. The compensation levels for
officers of the Company and its subsidiaries fall well below this level and,
hence, the provisions of Section 162(m) of the Code have not affected the
compensation program of the Company and its subsidiaries.
A. Dean Arganbright
Robert C. Gallagher
James L. Kemerling
BENEFIT PLANS
An unfunded deferred compensation plan of Wisconsin Public Service
Corporation provides a supplemental retirement benefit for each of the five
named senior officers. Each of these individuals will receive, if employed by
the Company at the time of retirement, as deferred compensation upon retirement,
monthly payments equal to 20% of the highest average monthly compensation
received during any 36 consecutive months prior to age 65. Such payments are to
continue for ten years after retirement. If the individual dies during the
ten-year period, the surviving spouse would receive 50% of such payments for the
remainder of the period. If the individual dies while in the employ of Wisconsin
Public Service Corporation the surviving spouse would receive 50% of similarly
calculated deferred compensation for a ten-year period. The payments terminate
if neither the individual or spouse survives and are forfeited if the individual
does anything which reflects adversely on Wisconsin Public Service Corporation
or refuses to perform advisory or consulting services when reasonably requested.
13
<PAGE>
The following table indicates various annual benefits payable during the
ten-year period to each of the five named senior officers under his supplemental
retirement benefit agreement:
<TABLE>
<CAPTION>
HIGHEST AVERAGE MONTHLY
COMPENSATION RECEIVED DURING
ANY 36 CONSECUTIVE MONTHS
PRIOR TO AGE 65 ANNUAL BENEFITS PAYABLE
- ------------------------------- ------------------------
<S> <C>
$ 12,000 $ 28,800
13,000 31,200
14,000 33,600
15,000 36,000
16,000 38,400
17,000 40,800
18,000 43,200
19,000 45,600
20,000 48,000
21,000 50,400
22,000 52,800
23,000 55,200
24,000 57,600
25,000 60,000
26,000 62,400
27,000 64,800
28,000 67,200
</TABLE>
The Wisconsin Public Service Corporation Administrative Employees'
Retirement Plan ("Pension Plan"), under which executive officers are included,
is a noncontributory defined benefit plan under which contributions on behalf of
a specified participant cannot be individually calculated. Since the Pension
Plan is in a fully funded position, no contributions were made to it in 1994.
Straight life benefits at normal retirement age 65 (with a 50% benefit payable
to a surviving spouse, actuarily reduced for any age differences) are determined
by the average of the five highest years compensation in the last ten years
times 55% times years of service up to 35 divided by 35, plus 1/2% of such
average compensation times years of service exceeding 35, less an offset for a
portion of Social Security benefits. Employees who were employed prior to 1982
would qualify for the higher of the current pension formula or a grandfathered
formula which is 1 1/2% of the final average pay times years of service limited
by 50% of final average pay less a Social Security offset. It should be noted
that Social Security integration rules under the Tax Reform Act of 1986 have not
affected the pension formula since nondiscrimination tests have
14
<PAGE>
been met. The following table shows the annual retirement benefits payable at
the normal retirement age of 65 for specified remunerations and years of service
under the provisions of the Pension Plan in effect December 31, 1994, and
assuming retirement on that date:
PENSION PLAN TABLE
ANNUAL RETIREMENT BENEFITS AT
NORMAL RETIREMENT AGE OF 65 YEARS
FOR YEARS OF SERVICE INDICATED
<TABLE>
<CAPTION>
AVERAGE ANNUAL
REMUNERATION
HIGHEST 5 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ---------------- ----------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 170,000 $ 38,250 $ 51,000 $ 63,750 $ 76,500 $ 86,618
180,000 40,500 54,000 67,500 81,000 92,118
190,000 42,750 57,000 71,250 85,500 97,618
200,000 45,000 60,000 75,000 90,000 103,118
210,000 47,250 63,000 78,750 94,500 108,618
220,000 49,500 66,000 82,500 99,000 114,118
230,000 51,750 69,000 86,250 103,500 119,618
240,000 54,000 72,000 90,000 108,000 125,118
250,000 56,250 75,000 93,750 112,500 130,618
260,000 58,500 78,000 97,500 117,000 136,118
270,000 60,750 81,000 101,250 121,500 141,618
280,000 63,051 84,067 105,084 126,101 147,118
290,000 65,408 87,210 109,013 130,815 152,618
300,000 67,765 90,353 112,941 135,530 158,118
310,000 70,122 93,496 116,870 140,244 163,618
</TABLE>
15
<PAGE>
Compensation for benefit calculation by the Pension Plan differs from the
amounts in the annual compensation columns of the Summary Compensation Table for
all five executive officers named. Messrs. Bollom, Swoboda, Krueger, Schrickel
and Steinhardt had 1994 pensionable compensation of $302,758, $169,412,
$169,411, $163,781, and $158,375, respectively. (The maximum 1994 compensation
that may be considered for purposes of the Pension Plan is $150,000.) Messrs.
Bollom, Swoboda, Krueger, Schrickel and Steinhardt have credited service under
the Pension Plan as of December 31, 1994 of 37, 36, 34, 29, and 27 years,
respectively. Benefit amounts in the table have been reduced for Social Security
offsets.
The annual benefits payable from the Pension Plan are subject to a maximum
limitation (for 1994 $118,800) under Internal Revenue Code Section 415. In
addition, the amount of compensation considered for purposes of the Pension Plan
is limited (for 1994, $150,000) under Internal Revenue Code Section 401(a)(17).
Wisconsin Public Service Corporation has unfunded retirement benefit supplement
agreements with its executives, including the five executives named in the
Summary Compensation Table, which provide for additional monthly payments equal
to any loss of benefit payments under the Pension Plan caused by the maximum
benefit or compensation limitations and/or the election of deferral of
compensation under the unfunded deferred compensation plan referred to above.
Amounts were accrued during 1994 for the unfunded future payment provided for by
the retirement plan supplement agreements. These additional payments are to be
made only while the employee or surviving spouse receives a monthly benefit from
the Pension Plan. Benefit amounts shown in the table include payments to the
employee under the Pension Plan and the additional payments for loss of Pension
Plan benefits as described in this paragraph.
PROPOSED DEFERRED COMPENSATION PLAN
On December 15, 1994, the Board of Directors of the Company adopted the WPS
Resources Corporation Deferred Compensation Plan (the "Deferred Compensation
Plan") subject to approval by the holders of Common Stock of the Company at the
1995 Annual Meeting of Shareholders of the Company. The Deferred Compensation
Plan, if approved by the Shareholders, will replace the current deferred
compensation program of Wisconsin Public Service Corporation. The Deferred
Compensation Plan will differ from the current deferred compensation program of
Wisconsin Public Service Corporation in three principal respects. First, under
the Deferred Compensation Plan all mandatory deferrals will be required, and
voluntary deferrals will be permitted, to be credited to a stock account and
treated as if invested in Company Common Stock. Under the program currently in
effect, all deferrals are treated as if invested at interest. Secondly, under
the Deferred Compensation Plan, the Company may elect to make distributions from
the stock account under the Plan in shares of Company Common Stock.
16
<PAGE>
Under the current program all distributions of deferred compensation are in
cash. Finally, under the Deferred Compensation Plan the maximum rate at which
interest may be credited on amounts initially deferred after December 31, 1995
and treated as if invested at interest will be reduced. Currently the interest
rate is the greater of (i) 0.5% per month or (ii) an amount equal to 1/12th of
the consolidated return on equity of the Company and all subsidiaries and
affiliates for the twelve month period ended on the preceding December 31
("ROE"). The interest rate after December 31, 1995 will be the greater of (i)
0.5% per month or (ii) 70% of 1/12th of ROE. See the descriptions of Reserve
Accounts A and B on pages 18 and 19 of this Proxy Statement. If the Deferred
Compensation Plan is not approved by the shareholders, the current compensation
program of Wisconsin Public Service Corporation will be continued or a new
deferred compensation program will be implemented without provision for a stock
account or distribution in Company Common Stock.
The following summary description of the Deferred Compensation Plan is
subject in all respects to the full text of the Deferred Compensation Plan which
is filed as an exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994. A copy of the Deferred Compensation Plan will be
furnished without charge to any person entitled to receive a copy of the
Company's Form 10-K upon written request addressed to the attention of Robert H.
Knuth, Assistant Vice President and Secretary of the Company. See the second
paragraph under the caption "ANNUAL REPORTS" herein.
The Deferred Compensation Plan permits nonemployee directors and key
employees of the Company and its subsidiaries and affiliates to defer a portion
of their compensation and to allocate the amount deferred among two accounts,
one in which amounts are treated as if invested at interest and one in which
amounts are treated as if invested in Company Common Stock. A third account is
established for amounts deferred prior to January 1 ,1996, under the current
deferred compensation program of Wisconsin Public Service Corporation. Amounts
in this account are treated as if invested at interest. The accounts are
bookkeeping accounts which serve solely as a device for determining the amount
of benefits accumulated by a participant and do not create or imply an
obligation on the part of the Company to fund such benefits.
OBJECTIVE. The purpose of the Deferred Compensation Plan is (1) to attract
and retain well-qualified persons for service as nonemployee directors of the
Company and designated subsidiaries or affiliates and (2) to attract and retain
key management employees possessing a strong interest in the successful
operation of the Company or its subsidiaries or affiliates and encourage their
continued loyalty, service and counsel to the Company and its subsidiaries and
affiliates.
17
<PAGE>
ELIGIBILITY AND PARTICIPATION. Eligibility is limited to nonemployee
directors and executives of the Company or its subsidiaries or affiliates.
"Executive" for this purpose means a common law employee of the Company or any
subsidiary or affiliate of the Company who is on the "executive payroll" and who
has been designated by the Compensation Committee as covered under or otherwise
being eligible to participate in the Deferred Compensation Plan. As of January
1, 1995, there were 8 nonemployee directors and 39 executives who would be
eligible to participate in the Deferred Compensation Plan.
ADMINISTRATION. The Compensation Committee, with the assistance of the
Secretary, shall administer and interpret the Deferred Compensation Plan and
supervise preparation of compensation deferral agreements and forms.
DEFERRED COMPENSATION. A nonemployee director may make a deferral election
with respect to all or part of such director's compensation, in increments of
1%. Compensation, for purposes of a nonemployee director, means those fees paid
by the Company or a subsidiary or affiliate thereof to nonemployee directors for
services rendered on the board of directors of the company or a subsidiary or
affiliate thereof or any committee of such board of directors, including
attendance fees and fees for serving as committee chair. A participating
executive may, without the consent of the Compensation Committee, elect to defer
on a voluntary basis up to 30% of such executive's compensation, in increments
of 1%. An executive may elect to defer more than 30% of compensation only with
the approval of the Compensation Committee. Compensation, in the case of an
executive, means the base monthly salary or wage payable by the Company or
designated subsidiary or affiliate thereof for services performed, including
voluntary deferrals under the Deferred Compensation Plan, but excludes
extraordinary payments, mandatory deferrals under the Deferred Compensation
Plan, the value of fringe benefits or contributions by the Company to employee
benefit plans. The Compensation Committee may, from time to time, authorize
mandatory deferrals to applicable participating executives in such amounts as
the Compensation Committee shall in its sole discretion determine, provided that
the maximum mandatory deferral for any year shall not exceed 30% of an
executive's compensation for such year. Currently each executive participating
in the deferred compensation program of Wisconsin Public Service Corporation is
subject to a mandatory deferral in an amount equal to 7% of such executive's
compensation.
Three separate accounts are established under the Plan as devices for
determining the amount of benefits accumulated by a participant under the
Deferred Compensation Plan, to wit:
RESERVE ACCOUNT A will be credited with the reserve account balance
accumulated by a participant as of December 31, 1995, under the current deferred
compensation program of Wisconsin Public Service Corporation. Except for
attributed earnings, no further contributions
18
<PAGE>
or credits of any kind will be made to this account. Participant's balances in
Reserve Account A will be credited with an interest equivalent for each month at
a rate equal to the greater of (i) 0.5% or (ii) 1/12th of the consolidated
return on equity of the Company and all subsidiaries and affiliates for the
twelve month period ended on the respective preceding September 30 for the
months of January through March and October through December and for the twelve
month period ended on the preceding March 31 for the months of April through
September. The ROE for the year ended December 31, 1994 was 11.4%. The
Compensation Committee may revise the interest equivalent rate or the manner in
which it is calculated, but the rate may not be reduced below 6% per annum.
RESERVE ACCOUNT B will be credited with that portion of a voluntary deferral
made by a participant which such participant elects to allocate to this account
plus any amount in excess of 30% of compensation which an executive elects to
defer in any year. Participant's balances in Reserve Account B will be credited
with an interest equivalent for each month at a rate equal to the greater of (i)
0.5% or (ii) 70% of 1/12th of the ROE for the twelve month period ended on the
respective preceding September 30 for the months of January through March and
October through December and for the twelve month period ended on the preceding
March 31 for the months of April through September. The Compensation Committee
may revise the interest equivalent rate for Reserve Account B or the manner in
which such rate is calculated, but the rate may not be reduced below 6% per
annum.
CHANGE IN CONTROL. In the event of a "Change in Control" of the Company,
the minimum interest equivalent rate under Reserve Accounts A and B shall be the
greater of (i) 6% per annum or (ii) a rate equal to two percentage points above
the prime lending rate of Firstar Bank Milwaukee, Milwaukee, Wisconsin. A Change
in Control means any of the following events:
(i) approval by the shareholders of the Company of a merger or consolidation
of the Company with or into another corporation if neither the Company
nor any of its subsidiaries will be the surviving corporation or of a
disposition of all or substantially all of the Company's assets other
than to a subsidiary of the Company;
(ii) the acquisition by any person (other than the Company or any of its
subsidiaries or the Wisconsin Public Service Corporation Employee Stock
Ownership Plan and Trust or the Deferred Compensation and Supplemental
Benefits Trust (the "Trust")) of beneficial ownership of 15% or more of
the voting power of the shares of capital stock of the Company;
19
<PAGE>
(iii) during any consecutive two year period a majority of the Board of
Directors of the Company consists of persons who were neither directors
at the beginning of such period nor persons whose nominations or
elections were approved by a vote of two-thirds of the directors then in
office;
(iv) a loss of 15% or more of the customers of Wisconsin Public Service
Corporation resulting from the exercise of statutorily granted
condemnation powers by any government entity.
STOCK ACCOUNT will be credited with all mandatory deferrals made after
December 31, 1995 and that portion of a voluntary deferral (not exceeding an
amount equal to 30% of an executive's compensation for any year) made by a
participant after December 31, 1995 which such participant elects to allocate to
this account. Each month such deferrals and dividends payable on stock units
will be converted, for record keeping purposes, into whole and fractional stock
units based on the average purchase price of all shares of Company Common Stock
purchased during that month by or on behalf of the Trust and the WPS Resources
Corporation Dividend Reinvestment and Stock Purchase Plan. Participants electing
to allocate deferrals to the Stock Account will have no rights of a shareholder
resulting from the stock units in their account. The Company may, however, elect
to have shares of Company Common Stock purchased by the Trust in an amount equal
to a portion of the stock units in the Stock Account. Under the Trust, although
participants under the Plan will have no proprietary interest in shares
purchased by the Trust and will remain general unsecured creditors of the
Company with respect to amounts deferred under the Deferred Compensation Plan,
shares held by the Trust will for purposes of exercising voting rights, be
allocated proportionately to the share units in the respective participants'
stock accounts and voted in accordance with the instructions of such
participants. Voluntary deferrals in excess of 30% of an executive's
compensation for any year will be credited to Reserve Account B.
Set forth below for certain individuals and groups, are the amounts of
compensation which would have been deferred in 1994, the amounts of deferred
income on voluntary deferrals in 1994, and the number of common stock units
which would have been allocated with respect to mandatory deferrals (including
dividends attributable thereto) if the Deferred Compensation Plan had been in
effect for 1994. Deferrals are based on actual amounts deferred under the
current compensation program of Wisconsin Public Service Corporation. No stock
units are shown with respect to voluntary deferrals, since individual
allocations between Reserve Account B and the Stock Account are not presently
determinable.
20
<PAGE>
WPS RESOURCES CORPORATION DEFERRED COMPENSATION PLAN
<TABLE>
<CAPTION>
NUMBER OF
DOLLAR VALUE ($) UNITS
------------------------------------- -----------
MANDATORY VOLUNTARY INCOME ON MANDATORY
NAME AND POSITION DEFERRAL DEFERRAL DEFERRALS DEFERRALS
- -------------------------------------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Daniel A. Bollom 19,156 81,822 3,341 691
President and CEO of the Company and
Wisconsin Public Service Corporation
J. Gus Swoboda 10,724 30,000 1,243 387
Senior Vice President of Wisconsin Public
Service Corporation
Richard A. Krueger 10,724 45,300 1,877 387
Senior Vice President of Wisconsin Public
Service Corporation
Patrick D. Schrickel 10,539 24,000 994 380
Vice President of the Company and
Senior Vice President of Wisconsin Public
Service Corporation
Clark R. Steinhardt 10,361 30,000 1,243 373
Senior Vice President of Wisconsin Public
Service Corporation
Executive Group 75,470 249,222 10,267 2,723
Non-executive Director Group -- 118,800 4,773 --
Non-executive Officer Employee Group 216,419 340,808 14,339 7,811
</TABLE>
ELECTIONS respecting deferrals may be revised prospectively prior to the
beginning of each month. In the case of participants subject to Section 16 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), on or after
the mandatory effective date for complying with the new Rule 16b-3 of the
Securities and Exchange Commission ("Rule 16b-3"), revised elections will be
effective only as to months commencing at least six months after the revised
election is received by the Secretary of the Company.
DISTRIBUTIONS from Deferred Compensation Plan Accounts will be made in 3, 6,
9, 12 or 15 annual installments, as elected by the participant and will commence
within 60 days following the
21
<PAGE>
end of the calendar year in which occurs the participant's retirement or
termination of employment or service. A participant may modify a distribution
election but such revision will take effect only if the participant remains a
director of, or employed by, the Company or a subsidiary or affiliate thereof
for twenty-four consecutive months following the revised election. For purposes
of determining distribution amounts, share units in the Stock Account will be
valued on the basis of the closing price as reported in the Wall Street Journal
as New York Stock Exchange-Composite Transactions on January 21, (or if not a
trading day the next preceding trading day) of each year.
Distributions attributable to a participant's Stock Account shall be made in
cash and/or whole shares of common stock of the Company as determined by the
Compensation Committee in its sole discretion. Distributions attributable to
Reserve Account A and Reserve Account B shall be made in cash. Unless a
participant otherwise elects, income tax on each distribution will be withheld
from the cash portion of the distribution and Company Stock will be used to
satisfy withholding obligations only to the extent that the cash portion of the
distribution is insufficient. For participants subject to Section 16 of the 1934
Act, elections must be received by the Secretary of the Company at least six
months prior to the date the Company stock is distributed.
The Deferred Compensation Plan provides that, subject to adjustment as
hereinafter described, the total number of authorized but previously unissued
shares of common stock of the Company which may be distributed to participants
pursuant to the Deferred Compensation Plan shall be 100,000, which number shall
not be reduced by or as a result of (i) any cash distributions pursuant to the
Deferred Compensation Plan or (ii) the distribution to participants pursuant to
the Deferred Compensation Plan of any outstanding shares of common stock of the
Company purchased by or on behalf of the Trust. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, share combination or other change in the corporate structure
of the Company affecting its common stock, such adjustment shall be made in the
number and class of shares which may be distributed pursuant to the Deferred
Compensation Plan as may be determined to be appropriate and equitable by the
Compensation Committee in its sole discretion.
The Deferred Compensation Plan is intended to operate in full compliance
with the insider trading liability rules under Section 16 of the 1934 Act. The
Deferred Compensation Plan will be constructed so that transactions under the
Deferred Compensation Plan will be exempt from Section 16 of the 1934 Act
pursuant to regulations and interpretations issued from time to time by the
Securities and Exchange Commission.
DEATH BENEFIT. The Deferred Compensation Plan provides a special death
benefit for participating executives of Wisconsin Public Service Corporation at
the Vice President level or
22
<PAGE>
above (including the five executives named in the Summary Compensation Table)
who die prior to age sixty-five if deferrals are being made by or on behalf of
such participant at the time of death. The death benefit is an amount equal to
the aggregate amount of deferrals which would have been made by or on behalf of
such participant to the date when such participant would have reached age
sixty-five together with earnings thereon at the interest equivalent rate in
effect for deferrals under the Deferred Compensation Plan at the applicable rate
of deferral and interest in effect for such participant during the month
preceding the month in which such participant dies. Such death benefit is
payable in fifteen annual installments commencing within sixty days after such
participant's death. Such death benefit is a fixed amount which does not accrue
earnings on the undistributed balance.
SUPPLEMENTAL RETIREMENT BENEFITS AND PROTECTION OF PENSION PLAN
BENEFIT. The Deferred Compensation Plan would continue the supplemental
retirement benefits for executives of Wisconsin Public Service Corporation at
the Vice President level and above (which would include each of the five
executives named in the Summary Compensation Table) in effect under the current
retirement benefit program of Wisconsin Public Service Corporation. Such
supplemental retirement benefits are described in the first two paragraphs under
the caption "Benefit Plans" on pages 13 and 14 of this proxy statement. The
Deferred Compensation Plan would also continue for executives, the additional
retirement payments provided for under the current retirement program of
Wisconsin Public Service Corporation which are described in the second paragraph
on page 16 of this proxy statement, and the benefit amounts shown in such table
include the additional retirement payment for loss of pension plan benefits for
amounts deferred pursuant to the Deferred Compensation Plan. Wisconsin Public
Service Corporation intends to continue these programs for such executives
whether or not the Deferred Compensation Plan is approved by the shareholders of
the Company.
AMENDMENT. The Board may, at any time, amend or terminate the Deferred
Compensation Plan without the consent of the participants or beneficiaries of
participants, provided, however, that no amendment or termination may reduce any
account balance accrued on behalf of a participant based on deferrals already
made or divest any participant of right to which such participant was previously
entitled. No amendment may become effective until shareholder approval is
obtained if the amendment, as it relates to participants subject to Section 16
of the Exchange Act, would require shareholder approval under Rule 16b-3 or any
successor provision.
UNFUNDED PLAN. The Deferred Compensation Plan is unfunded for purposes of
the Internal Revenue Code and ERISA, and the Trust established to facilitate
payments under the Deferred Compensation Plan will be consistent with the
"unfunded" status of the Deferred Compensation Plan. The right of a participant
to receive a distribution under the Deferred Compensation Plan will be an
unsecured claim.
23
<PAGE>
REQUIRED VOTE. The affirmative vote of a majority of all of the shares of
Common Stock of the Company represented and voted at the 1995 Annual Meeting of
Shareholders is required for approval of the Deferred Compensation Plan
(assuming a quorum representing a majority of all of the outstanding common
stock of the Company is either in person or represented by proxy) provided that
a majority of the outstanding shares of the Company's Common Stock are voted on
the proposal. A failure to vote shares may prevent such quorum requirement being
satisfied and such non-votes as well as abstentions to vote on the proposal to
approve the Deferred Compensation Plan may prevent such proviso from being
satisfied. Assuming, however, that such quorum requirement and proviso are
satisfied, any shares not voted at such meeting (whether by broker non-votes or
otherwise) and any abstentions to vote on such proposal will have no impact on
the vote.
THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF THE PLAN. SHARES OF COMMON
STOCK OF THE COMPANY REPRESENTED AT THE 1995 ANNUAL MEETING OF SHAREHOLDERS BY
EXECUTED BUT UNMARKED PROXIES WILL BE VOTED "FOR" APPROVAL OF THE PLAN, UNLESS A
VOTE AGAINST APPROVAL OF THE PLAN OR TO ABSTAIN FROM VOTING IS SPECIFICALLY
INDICATED IN THE PROXY.
OTHER BUSINESS
At the time this Proxy Statement went to press, the Company knew of no
matters constituting a proper subject for action by the shareholders which would
be presented at the Meeting, other than the election of directors and approval
of the Plan. If any other matters are properly presented at the Meeting, the
persons named in the proxies will vote upon them in accordance with their best
judgment.
Certain of the officers, directors and employees of the Company may solicit
proxies by correspondence, telephone, telegraph or in person, but without extra
compensation. The Company may reimburse banks, brokers, nominees and other
fiduciaries their reasonable charges and expenses incurred in forwarding the
proxy soliciting material to and receiving proxies from the beneficial owners.
ANNUAL REPORTS
The annual report of the Company for the year 1994, including financial
statements and the report of independent public accountants, Arthur Andersen LLP
(which firm has been selected to continue to act in that capacity for the year
1995), was mailed to all shareholders in March, 1995, and to all persons who
subsequently became shareholders of record prior to the close of
24
<PAGE>
business on the Record Date. A representative of Arthur Andersen LLP will be
present at the annual meeting, available to respond to appropriate questions and
will have an opportunity to make a statement if such representative desires to
do so.
THE COMPANY FILES A SEPARATE ANNUAL REPORT WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K. A COPY OF THE FORM 10-K FOR THE YEAR 1994 (NOT
INCLUDING EXHIBITS THERETO) WILL BE PROVIDED WITHOUT CHARGE TO ANY PERSON WHO IS
A RECORD OR BENEFICIAL HOLDER OF SHARES OF THE COMMON STOCK AS OF THE RECORD
DATE FOR THIS ANNUAL MEETING AND WHO MAKES WRITTEN REQUEST FOR IT, ADDRESSED TO
THE ATTENTION OF ROBERT H. KNUTH, ASSISTANT VICE PRESIDENT--SECRETARY, 700 NORTH
ADAMS STREET, P.O. BOX 19001, GREEN BAY, WISCONSIN 54307.
FUTURE SHAREHOLDER PROPOSALS
Any shareholder proposals intended for consideration at the 1996 annual
meeting of shareholders must be received by the Company by November 27, 1995.
WPS RESOURCES CORPORATION
(SIGNATURE CUT)
Robert H. Knuth
ASSISTANT VICE PRESIDENT-SECRETARY
25
<PAGE>
DIRECTIONS TO THE WEIDNER CENTER,
UNIVERSITY OF WISCONSIN -- GREEN BAY
<TABLE>
<S> <C>
RECOMMENDED ROUTES TO
UNIVERSITY OF WISCONSIN -- GREEN BAY [MAP]
THE CITY ROUTE:
54-57 (University Ave.) to the University Ave.
Nicolet Drive exit. Nicolet Drive to the campus. [MAP]
THE SCENIC ROUTE:
Monroe-Quincy (57) or Webster Ave. north from
downtown Green Bay to East Shore Drive, east along
the bay to the campus. N. Irwin Ave. or Danz Ave.
may also be taken north to East Shore Drive.
FROM 41 SOUTH, 41-141 NORTH:
I-43 South (Tower Drive) to Exit 185 (54-57), or
172 east to I-43, then north to Exit 185 (54-57),
54-57 to University Ave.-Nicolet Drive exit,
Nicolet Drive to campus.
FROM AUSTIN-STRAUBEL FIELD:
Airport Drive (GG) east to 172, east to I-43, then
north to Exit 185 (54-57), 54-57 to University
Ave.-Nicolet Drive exit. Nicolet Drive to campus.
FROM I-43 SOUTH:
I-43 North to Exit 185 (54-57), 54-57 to
University Ave.-Nicolet Drive exit, Nicolet Drive
to campus.
FROM 29 EAST:
29 West to I-43 North, I-43 to exit 185 (54-57),
54-57 to University Ave.-Nicolet Drive exit,
Nicolet Drive to campus.
</TABLE>
<PAGE>
PROXY - WPS RESOURCES CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL SHAREHOLDERS
MEETING - MAY 4, 1995
The undersigned hereby appoints Daniel A. Bollom and Robert H. Knuth as
Proxies, each with the power to appoint a substitute, and hereby authorizes them
to represent and to vote, as designated below and, in their discretion, upon
such other business as may properly come before the meeting, all the shares of
common stock of WPS Resources Corporation held of record by the undersigned on
March 14, 1995, at the annual meeting of shareholders to be held on May 4, 1995,
at 10:30 A.M. or any adjournment thereof:
1. ELECTION OF DIRECTORS / / FOR ALL NOMINEES / / WITHHOLD AUTHORITY
listed below (except as to vote for nominees
noted to the contrary) listed
below
Richard A. Bemis, Daniel A. Bollom and Robert C. Gallagher.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. / / FOR / / AGAINST / / ABSTAIN approval of the WPS
Resources Corporation Deferred
Compensation Plan.
(THIS PROXY IS CONTINUED, AND IS TO BE SIGNED AND DATED ON THE REVERSE SIDE.)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL NOMINEES AND FOR PROPOSAL 2.
PLEASE MARK ONE BOX ONLY IN THE ELECTION OF DIRECTORS AND WITH RESPECT TO
PROPOSAL 2, SIGN EXACTLY AS YOUR NAME IS PRINTED ON THIS CARD, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
-------------------------------------------
-------------------------------------------
SIGNATURE(S) OF SHAREHOLDER(S)
DATED: --------------------------------, 1995
<PAGE>
APPENDIX
The last page of the Proxy Statement includes a narrative description of
recommended routes to the University of Wisconsin Green Bay, Weidner Center
where the Annual Shareholders Meeting of WPS Resources Corporation will be
held. Two maps are included on the page, one of which shows the various major
highways or other local roads leading to the site and the other a presentation
of the campus of the University of Wisconsin - Green Bay with the Weidner
Center highlighted.
