SCHEDULE 14A INFORMATION
Proxy Statement Pursant to Section 14(a) of the Securities Exchange Act
of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement (Revised)
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SIGCORP, 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] $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>
SIGCORP SIGCORP, Inc.
20 N.W. Fourth Street
P.O. Box 3606
Evansville, Indiana 47735-3606
800.227.8625
March 5, 1996
Dear Stockholder:
Enclosed is information regarding the upcoming joint annual meeting of
stockholders of SIGCORP, Inc. and Southern Indiana Gas and Electric Company,
including the 1995 Annual Report. THE MEETING WILL BE HELD ON APRIL 23, 1996 AT
3:00 P.M., EVANSVILLE TIME (CST) AT THE NORMAN P. WAGNER CENTER ADMINISTRATION
BUILDING, ONE NORTH MAIN STREET, IN EVANSVILLE. The April 23rd date, which is
the fourth Tuesday of April, is a change from the prior years' meeting date of
the fourth Tuesday of March.
As discussed in the enclosed Joint Proxy Statement, the only matters to be
presented at the SIGCORP, Inc. annual meeting are the election of directors and
the ratification of the appointment of auditors. As further explained in the
Joint Proxy Statement, preferred shareholders of SIGECO will have one additional
item presented, the merger into Southern Indiana Gas and Electric Company of its
wholly-owned subidiary, Lincoln Natural Gas Company. The common stock of
Lincoln, which serves approximately 1,300 gas customers in the Rockport,
Indiana area, was acquired several years ago by SIGECO. The SIGCORP and SIGECO
Boards of Directors and management recommend that you vote "FOR" each of these
items.
Whether or not you attend the annual meeting, it is important that your
shares be represented at the meeting. A postage paid, self-addressed envelope is
enclosed for your convenience in returning the signed proxy card to us. If you
plan to attend the meeting, it would be helpful if you would indicate by marking
the box on the enclosed proxy card.
Please take a moment now to vote, sign and return your proxy card in the
enclosed postage-paid envelope. Your early response will be appreciated. If you
have any questions regarding the meeting, please feel free to contact our Stock
Transfer Department at (812) 464-4528 or toll free at 800-227-8625.
Very truly yours,
/s/ Ronald G. Reherman
------------------
Ronald G. Reherman
Chairman, President and
Chief Executive Officer
Enclosures
<PAGE>
SIGCORP, INC.
AND
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
20 N.W. FOURTH STREET
EVANSVILLE, INDIANA 47741-0001
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 23, 1996
TO THE STOCKHOLDERS OF SIGCORP, INC. and
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY:
NOTICE IS HEREBY GIVEN THAT THE JOINT ANNUAL MEETING OF STOCKHOLDERS OF
SIGCORP, INC. ("SIGCORP") AND SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
("SIGECO") IS CALLED AND WILL BE HELD ON TUESDAY, THE 23RD DAY OF APRIL, 1996,
AT 3:00 P.M., AT THE NORMAN P. WAGNER CENTER ADMINISTRATION BUILDING, ONE NORTH
MAIN STREET, EVANSVILLE, INDIANA, FOR THE FOLLOWING PURPOSES:
1. To elect two directors of SIGCORP and two directors of SIGECO to
serve a term of three years and until their successors are duly elected and
qualified;
2. To obtain SIGECO shareholder approval for the merger of SIGECO's
wholly owned gas utility subsidiary, Lincoln Natural Gas Company, Inc.,
into SIGECO;
3. To ratify the appointment of Arthur Andersen LLP as auditors for
1996; and
4. To transact any and all business in connection with the foregoing
and any other business that may properly come before the meeting and any
adjournment or adjournments thereof.
By Order of the Boards of Directors,
A.E. Goebel
Secretary
Evansville, Indiana
March 5, 1996
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING IN ORDER THAT
A QUORUM WILL BE ASSURED. STOCKHOLDERS, WHETHER OR NOT THEY EXPECT TO BE PRESENT
AT THE MEETING, ARE REQUESTED TO FILL IN, DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY IN THE ACCOMPANYING ADDRESSED ENVELOPE, WHICH REQUIRES NO
POSTAGE. IF YOU ATTEND THE MEETING AND SO REQUEST, THE PROXY WILL NOT BE VOTED.
<PAGE>
LOCATION OF APRIL 23, 1996
ANNUAL SHAREHOLDERS' MEETING
[map]
NORMAN P. WAGNER OPERATIONS CENTER
Southern Indiana Gas and Electric Company
One N. Main Street 465-4153
Parking for shareholders will be provided in the Employee and Visitors'
parking lot on the corner of North Main and Division Streets. Please use the
entrance marked "Main Street Entrance" on the above map. Entry to the building
will be through the doors indicated by the arrow.
YOUR VOTE IS IMPORTANT
PLEASE READ THE PROXY STATEMENT AND SIGN, DATE AND MAIL THE PROXY IN THE
PREPAID ENVELOPE WITHOUT DELAY, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
YOU MAY REVOKE YOUR PROXY PRIOR TO OR AT THE MEETING AND VOTE IN PERSON IF YOU
WISH. IF YOUR SHARES ARE HELD BY A BROKER, BANK OR NOMINEE, IT IS IMPORTANT THAT
THEY RECEIVE YOUR VOTING INSTRUCTIONS.
2
<PAGE>
SIGCORP, INC.
AND
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
20 N.W. FOURTH STREET
EVANSVILLE, INDIANA 47741-0001
JOINT PROXY STATEMENT
FOR
JOINT ANNUAL MEETING OF STOCKHOLDERS
APRIL 23, 1996
INTRODUCTION
This Joint Proxy Statement is provided to the shareholders of SIGCORP, Inc.
("SIGCORP") and Southern Indiana Gas and Electric Company ("SIGECO") in
connection with their annual meetings of shareholders and any adjournments or
postponements thereof. The annual meetings are scheduled to be held at 3:00
p.m., Central Standard Time, at the Norman P. Wagner Center Administration
Building, One North Main Street, Evansville, Indiana. The SIGCORP and SIGECO
annual meetings will be held in conjunction with each other at the same time and
location.
GENERAL INFORMATION
SOLICITATION OF PROXIES
The management solicits your proxy for use at the joint annual meeting.
Shares held in your name and represented by your proxy will be voted as you
instruct if your proxy is duly executed and returned prior to the meeting.
Shares represented by proxies that are returned signed but without instructions
for voting will be voted as recommended by the management. Shares represented by
proxies that are returned unsigned or improperly marked will be treated as
abstentions for voting purposes. Abstentions and broker non-votes are not
counted in the tally of shares voted at the meeting. You may revoke your proxy
at any time before it is exercised by written notice to SIGCORP or SIGECO, as
the case may be, received prior to the time of the meeting, or orally at the
meeting. Dissenting stockholders in connection with any item presented do not
have rights of appraisal. The proxy and this statement were first mailed to
stockholders on or about March 5, 1996.
If you are a participant in the SIGCORP Automatic Dividend Reinvestment and
Stock Purchase Plan (the "Plan"), whole shares credited to your account in the
Plan will be voted by the Plan Agent in accordance with a voting instruction
form that will be furnished to you by the Plan Agent, provided the form is
completed by you and returned to the Plan Agent. If the separate voting
instruction form is returned signed but without instructions, your Plan shares
will be voted in accordance with the recommendations of management. If the
separate voting instruction form for the Plan shares is not returned to the Plan
Agent or if it is returned unsigned or improperly marked, none of your Plan
shares will be voted unless you vote in person. If you wish to vote the Plan
shares in person, a proxy may be obtained upon written request received by the
Plan Agent (Harris Trust & Savings Bank, Reinvestment Services, P.O. Box A3309,
Chicago, Illinois 60690) at least 15 days prior to the meeting.
COST AND METHOD OF SOLICITATION
The cost of preparing, assembling, printing, and mailing this proxy
statement, the enclosed proxy and any other material which may be furnished to
the stockholders in connection with the solicitation of proxies for the meeting
will be borne by SIGCORP and SIGECO. In order to be assured that a quorum of
outstanding stock will be represented at the meeting, proxies may be solicited
by officers and regular employees of SIGCORP or SIGECO, personally, by
telephone, telegraph, fax, or mail. In addition, Continental Stock Transfer &
Trust Co., 2 Broadway, New York, New York 10004 and/or D.F. King & Co., Inc., 77
Water Street, New York, New York 10005 may assist SIGCORP and SIGECO in the
solicitation of proxies. It is anticipated that the cost of such solicitations
will not exceed $10,000 plus reasonable out-of-pocket expenses. Brokers, banks,
nominees and other fiduciaries will be reimbursed for postage and other
reasonable out-of-pocket expenses incurred in sending this Joint Proxy Statement
and other materials to, and obtaining instructions relating to such materials
from, beneficial owners of SIGCORP and SIGECO stock.
3
<PAGE>
MATTERS TO BE VOTED UPON
As of this date, the only known business to be presented at the 1996 joint
annual meeting of stockholders is (1) the election of two directors of SIGCORP
and two directors of SIGECO to serve for a term of three years and until their
successors are duly elected and qualified, (2) the authorization by SIGECO
shareholders of the merger of SIGECO's wholly-owned gas utility subsidiary,
Lincoln Natural Gas Company, Inc., into SIGECO, and (3) the ratification of the
appointment of Arthur Andersen LLP as auditors for 1996. However, the enclosed
proxy authorizes the proxy holders named therein to vote on all matters that may
properly come before the Annual Meetings and it is the intention of the proxy
holders to take such action in connection therewith as shall be in accordance
with their best judgment. Only shares held by those present at the meeting or
for which proxies are returned will be considered to be represented at the
meeting. For the purpose of determining a quorum, all shares represented at the
meeting are counted without regard to abstentions or broker non-votes as to any
particular item.
RECORD DATE
The Board of Directors has fixed February 23, 1996, as the date for the
determination of stockholders entitled to notice of and to vote at the meeting.
Only stockholders of record at the close of business on February 23, 1996, will
be entitled to vote at the meeting or at any adjournments thereof, unless the
Board of Directors fixes a new record date for the adjourned meeting which it
must do if the adjourned meeting date is after July 20, 1996.
VOTING SECURITIES
As of the record date, there were 15,754,826 shares of Common Stock of
SIGCORP outstanding and entitled to vote. SIGECO's voting securities outstanding
on the record date consisted of 85,895 shares of 4.8% Preferred Stock, 25,000
shares of 4.75% Preferred Stock, 75,000 shares of 6.50% Preferred Stock, and
15,754,826 shares of Common Stock owned by SIGCORP. Each share of the respective
companies is entitled to one vote on each question presented to a vote of the
stockholders of that company at their annual meeting. However, unless the holder
personally appears at the meeting, shares for which no proxy is returned
(whether registered in the name of the actual holder thereof or in nominee of
street name) will not be voted.
Security Ownership of Certain Beneficial Owners
As of December 31, 1995, each of the following stockholders was known to
the management to be the beneficial owner of more than five percent of the
outstanding shares of any class of voting securities as set forth below.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNER OF CLASS
- ------------------- ------------------ ---------- -------
<C> <C> <C> <C>
$100 Par Preferred HAMAC & Co. 18,000 Shares 9.7%
Stock of SIGECO c/o Crestar Bank Registered Owner
Box 26246
Richmond, VA 23261
IDS Certificate Company 75,000 Shares 40.3%
c/o IDS Financial Registered Owner
Services, Inc.
3000 IDS Tower 10
Minneapolis, MN 55440
Common Stock of SIGECO SIGCORP, Inc. 15,754,826 Shares(1) 100%
20 N.W. Fourth Street Registered Owner
P.O. Box 3606
Evansville, IN 47741-0001
</TABLE>
- ----------
(1) SIGCORP became the owner of all of the issued and outstanding shares of
SIGECO common stock on January 1, 1996 when the present holding company
structure went into place.
4
<PAGE>
ELECTION OF DIRECTORS
SIGCORP's and SIGECO's Boards of Directors each consist of 8 members of
whom approximately one-third are elected each year to serve terms of three years
or until the director's earlier retirement pursuant to the respective Board of
Director's Retirement Policy. Messrs. Melvin H. Dodson, a SIGECO director since
1970, and Walter R. Emge, a SIGECO director since 1972, both retired as
directors of SIGCORP and SIGECO on December 31, 1995 in accordance with the
retirement policy of the boards of directors. Their valued contributions were an
important part of SIGECO's continued growth and success. It is intended that the
enclosed form of proxy will be voted for the election of Messrs. Robert L. Koch
II and Jerry A. Lamb, both of whom are now members of the Boards, as directors
of SIGCORP and SIGECO, respectively, for three year terms or until the
director's earlier retirement. In any election of directors, the persons
receiving a plurality of the votes cast are elected to the vacancies to be
filled.
Each of the nominees has signified his willingness to serve if elected. If,
however, any situation should arise under which any such person should be unable
to serve, the authority granted in the enclosed proxy card may be exercised by
the proxy holders for the purpose of voting for a substitute nominee. Set forth
below is information with respect to the nominees and the other members of the
Boards of Directors. If not otherwise indicated, the principal occupation listed
for any individual has been the same for at least five years. THE BOARDS OF
DIRECTORS RECOMMENDS A VOTE "FOR" BOTH OF THE NOMINEES LISTED BELOW.
NOMINEES FOR ELECTION FOR TERMS TO EXPIRE IN 1999.
- ------------------ Robert L. Koch II, 57, President and Chief Executive Officer
of George Koch Sons, Inc., Evansville, Indiana,
manufacturers of industrial painting systems and
[PHOTO OF] distributors of heating and air conditioning equipment.
He is a director of CNB Bancshares, Inc. of Evansville
and Bindley Western Industries, Inc. of Indianapolis,
Indiana. He has been a director of SIGECO since 1986.
- ------------------
Robert L. Koch II
- ------------------- Jerry A. Lamb, 61, Chairman of the Board of American Sheet
Extrusion Corporation, Evansville, Indiana,
manufacturers of plastic molded products. He is also a
[PHOTO OF] director of CNB Bancshares, Inc., of Evansville. He has
been a director of SIGECO since 1993.
- ------------------
Jerry A. Lamb
CURRENT DIRECTORS WHOSE TERMS EXPIRE IN 1997
- ------------------ Ronald G. Reherman, 60, Chairman, President and Chief
Executive Officer of SIGCORP since January 1996;
Chairman, President and Chief Executive Officer of
[PHOTO OF] SIGECO since April 1991; President and Chief Executive
Officer of SIGECO 1990-1991; President and Chief
Operating Officer of SIGECO 1988-1990; Executive Vice
President and General Manager of SIGECO 1985-1988. He
- ------------------ is also a director of Ohio Valley Electric Corp.,
Ronald G. Reherman Indiana-Kentucky Electric Corp., National City
Bancshares and the National City Bank of Evansville. He
has been a director of SIGECO since 1985. ---------
5
<PAGE>
- ------------------ Donald E. Smith, 69, President and Chief Executive Officer
of First Financial Corporation, Terre Haute, Indiana;
Chairman, President, Chief Executive Officer, and
[PHOTO OF] director of Terre Haute First National Bank, Terre
Haute, Indiana; President and director of Terre Haute
Oil Corp., President and director of Princeton Mining
Co. Inc., President and director of Deep Vein Coal
- ------------------ Company, and President and director of R.J. Oil Co.,
Donald E. Smith all of Terre Haute, Indiana; and a director of
Blackhawk Coal Corporation. He has been a director of
SIGECO since 1964.
- ------------------ James S. Vinson, 54, President and Professor of Physics at
the University of Evansville in Evansville, Indiana
since 1987. Vice President of Academic Affairs and
[PHOTO OF] Professor of Physics at Trinity University at San
Antonio, Texas 1983-1987. He has been a director of
SIGECO since 1989.
- ------------------
James S. Vinson
CURRENT DIRECTORS WHOSE TERMS EXPIRE IN 1998
- ------------------ Donald A. Rausch, 65, Chairman of the Board, President and
Chief Executive Officer 1990-1995, of UF Bancorp, Inc.,
Evansville, Indiana; Chairman of the Board and
[PHOTO OF] President, from 1985-1995, of Union Federal Savings
Bank, Evansville, Indiana. He is also a director of The
Citizens National Bank of Evansville. He has been a
director of SIGECO since 1982.
- ------------------
Donald A. Rausch
- ------------------ Richard W. Shymanski, 59, Chairman of the Board since
January, 1995, and President from 1983-1995, of
Harding, Shymanski & Company, Professional Corporation,
[PHOTO OF] Certified Public Accountants, Evansville, Indiana. He
has been a director of SIGECO since 1989.
- ------------------
Richard W. Shymanski
- ------------------ Norman P. Wagner, 71, Chairman of the Board of SIGECO
1990-1991; Chairman and Chief Executive Officer of
SIGECO 1988-1990; Chairman, President and Chief
[PHOTO OF] Executive Officer 1986-1988. He has been a director of
SIGECO since 1978. He currently serves as an officer of
Southern Indiana Properties, Inc. and Southern Indiana
Minerals, Inc., both of which are wholly-owned
- ------------------ subsidiaries of SIGCORP.
Norman P. Wagner
6
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Melvin H. Dodson, who retired as a director on December 31, 1995, is sole
owner of Dodson Engineering Inc. which firm in 1995 performed certain consulting
and operational services relative to gas storage fields and oil producing
properties for SIGECO, and is expected to perform such services in 1996. During
1995, the cost of such services was $231,376 which SIGECO believes to be a fair
and reasonable price for the services rendered.
COMMITTEES AND COMPENSATION OF THE BOARDS OF DIRECTORS
The committees of each of the SIGCORP and SIGECO Boards are the Executive
Committee, the Audit Committee and the Compensation Committee. As to SIGCORP,
these committees were first formed in 1996. The members of the committees are
the same individuals for both SIGCORP and SIGECO.
The Executive Committees act on behalf of the Board of Directors of SIGCORP
or SIGECO, as applicable, when the respective Boards are not in session, except
on those matters which require action of the full Boards. The Executive
Committee of SIGECO met 13 times in 1995. The Executive Committees meet as
required. The members of the SIGCORP and SIGECO Executive Committees are Ronald
G. Reherman (Chairman), Jerry A. Lamb, Donald E. Smith, James S. Vinson and
Norman P. Wagner.
The Audit Committees of SIGCORP and SIGECO meet at least twice each year
with the independent auditors and internal auditing staff to review audit
procedures and recommendations for improvements in internal controls. The
members of the SIGCORP and SIGECO audit committees are: Donald A. Rausch
(Chairman), Robert L. Koch II, Richard W. Shymanski and Norman P. Wagner. The
SIGECO Audit Committee met twice in 1995.
The Compensation Committees of SIGCORP and SIGECO advise and recommend to
the Board of Directors the salaries to be paid to the Chairman of the Board
(when also serving as an employee), the Chief Executive Officer, the President,
the Chief Operating Officer, and the Chief Financial Officer of the respective
companies. The Compensation Committee of SIGECO also administers that company's
Corporate Performance Plan and 1994 Stock Option Plan. The members of the
Compensation Committees are Robert L. Koch II (Chairman), Jerry A. Lamb, Richard
W. Shymanski, Donald E. Smith and James S. Vinson. The Compensation Committee of
SIGECO met three times in 1995.
The Board of Directors of SIGCORP had two meetings in 1995 and the Board of
Directors of SIGECO had 17 meetings in 1995. No director attended fewer than 75%
of the Board of Directors meetings or the aggregate of such meetings and
meetings of the committees of the Boards of which he is a member.
During 1995, each director who was not an employee of SIGECO or SIGCORP
received $12,000 plus $600 for each SIGECO meeting attended. Each director who
was not an employee of SIGECO or SIGCORP was paid $600 for each Committee
meeting attended. Directors are reimbursed for ordinary expenses incurred in
performance of their duties.
Beginning January 1, 1996, since each director serves on both SIGCORP and
SIGECO Boards and on the same committees of each board, the yearly retainer will
apply to service on both boards and separate meeting fees will only be paid if
the meeting of the SIGCORP or SIGECO Board, as the case may be, or one of the
Committees thereof, is not held in conjunction with a meeting of the
corresponding Board or committee. It is expected that the usual practice of
SIGCORP and SIGECO will be that meetings of the SIGCORP and SIGECO boards, and
the corresponding committees, will be held in conjunction with each other and a
single meeting fee will be paid to each Director for each set of meetings.
7
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows the beneficial ownership, as of December 31,
1995, of SIGCORP Common Stock, by each director, the Chief Executive Officer,
and each of the other executive officers named in the Compensation Table found
under "Executive Compensation" below. Also shown is the total ownership for such
persons and other executive officers as a group. No member of the group is the
beneficial owner of any of SIGECO's Preferred Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(2)
--------------------------------------------------------
NAME OF BENEFICIAL OWNER(1) DIRECT INDIRECT TOTAL PERCENT OF CLASS
- ------------------------ ------ -------- ----- ----------------
<S> <C> <C> <C> <C>
Robert L. Koch II...................................... 1,777 -- 1,777 0.01
Jerry A. Lamb.......................................... 500 -- 500 --
Donald A. Rausch....................................... 5,400 -- 5,400 0.03
Ronald G. Reherman..................................... 6,603 373 6,976 0.04
Richard W. Shymanski................................... 1,041 3,732 4,773 0.03
Donald E. Smith(3) .................................... 12,225 979 13,204 0.08
James S. Vinson........................................ 153 -- 153 --
Norman P. Wagner....................................... 3,741 14,652 18,393 0.12
Andrew E. Goebel....................................... 3,947 -- 3,947 0.03
J. Gordon Hurst........................................ 1,296 -- 1,296 0.01
Ronald G. Jochum....................................... 175 -- 175 --
Jay W. Picking......................................... -- 200 200 --
All of the above and other executive
officers as a group (14)............................. 57,705 0.37
</TABLE>
- ------------------------
(1) Beneficial ownership includes those shares over which an individual has
sole or shared voting, or investment powers, such as shares in which the
spouse, minor children or other relatives living in the home of the named
person have a beneficial interest, and shares held in SIGCORP's Dividend
Reinvestment Plan and other trust accounts.
(2) Includes shares held jointly or in other capacities, as to which in some
cases beneficial ownership is disclaimed. Does not include shares which the
named individual has the right to acquire under the 1994 Stock Option Plan.
See Table 3 for the number of shares that can currently be acquired.
(3) Donald E. Smith is a director and President of Princeton Mining Company,
which owns 240,124 shares of Common Stock; director and President of R.J.
Oil and Refining Co., Inc., which owns 86,221 shares of Common Stock;
director of Blackhawk Coal Corporation, which owns 125,733 shares of Common
Stock; Chairman, CEO, President and director of Terre Haute First National
Bank, which holds 27,796 shares of Common Stock as trustee; and President
and director of Terre Haute Oil Corporation, which owns 2,133 shares of
Common Stock. The aggregate number of such shares represents 3.06 percent
of Common Stock outstanding.
8
<PAGE>
EXECUTIVE COMPENSATION
General. The following three tables set forth compensation paid by SIGECO
to each of the executive officers of SIGECO during the past three years whose
total cash compensation for the calendar year 1995 exceeded $100,000. The tables
include a Summary Compensation Table (Table 1); a table showing Option Grants in
Last Fiscal Year (Table 2), and a table showing Aggregate Option Exercises in
Last Fiscal Year and Fiscal Year-End Option Values (Table 3).
<TABLE>
<CAPTION>
TABLE 1
Summary Compensation Table
(a) (b) (c) (d) (e) (f)
LONG TERM
COMPENSATION
AWARDS:
SHARES
UNDERLYING
ANNUAL COMPENSATION OPTIONS(2) ALL OTHER
--------------------------------------
NAME AND PRINCIPAL POSITION AT SIGECO YEAR SALARY BONUS(1) (#) COMPENSATION
- --------------------------- ----- --------- --------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Ronald G. Reherman 1995 315,833 60,000 None None
Chairman of the Board, 1994 295,833 42,000 65,157 None
President and Chief Executive Officer 1993 275,250 25,720 None 1,700(3)
Andrew E. Goebel 1995 166,333 32,000 None None
Senior Vice President, 1994 158,333 30,400 26,064 None
Chief Financial Officer, Secretary 1993 150,542 21,750 None None
and Treasurer
J. Gordon Hurst 1995 153,917 29,200 None None
Senior Vice President and 1994 143,917 27,200 23,784 None
General Manager of Operations 1993 133,708 18,750 None None
Ronald G. Jochum 1995 113,958 11,000 3,755 None
Vice President and Director 1994 104,583 3,982 None
of Power Production 1993 26,154 4,376 None None
Jay W. Picking 1995 92,350 8,950 3,040 None
Vice President and Director 1994 88,771 12,900 3,240 None
of Gas Operations 1993 85,000 8,120 None None
</TABLE>
- ---------------------------
(1) These amounts are cash awards under the Corporate Performance Plan based on
performance for the prior plan year as described in the report of the
Compensation Committee below.
(2) See "Compensation Committee Report on Executive Compensation" beginning on
page 12, and the information provided in Tables 2 and 3, for a discussion
of the 1994 Stock Option Plan applicable to certain officers, staff and
managers of SIGCORP.
(3) Amounts listed represent directors fees. Pursuant to a Board of Directors
policy adopted in 1991, directors fees to employee directors have been
phased out over a three year period ending February 28, 1993.
(4) Mr. Jochum was first employed by SIGECO in September 1993.
9
<PAGE>
TABLE 2
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE
SHARES UNDERLYING OPTIONS EXERCISE VALUE AT ASSUMED
OPTIONS GRANTED TO OR BASE ANNUAL RATES OF STOCK
GRANTED(1) EMPLOYEES IN PRICE(2) EXPIRATION PRICE APPRECIATION
NAME (#) FISCAL YEAR (PER SHARE) DATE FOR OPTION TERM
----- -------------- ------------ --------- ----------- --------------------------
5%(3) 10%(3)
----------- -----------
<S> <C> <C> <C> <C> <C> <C>
R.G. Reherman -- -- -- -- -- --
A.E. Goebel -- -- -- -- -- --
J.G. Hurst -- -- -- -- -- --
R.G. Jochum 3,755 10.36 30.6250 7/14/2005 62,883 159,359
J.W. Picking 3,040 8.39 30.6250 7/14/2005 58,549 148,377
</TABLE>
- ----------
(1) For Messrs. Jochum and Picking, options vest one year after the date of
grant (July 14, 1995).
(2) Equal to market price on grant date.
(3) These values are not a prediction of what SIGECO believes the market value
of its common stock will be in the next 10 years. They are merely assumed
values required to be calculated in accordance with SEC Rules.
<TABLE>
<CAPTION>
TABLE 3
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF
SECURITIES
SHARES UNDERLYING VALUE OF
ACQUIRED UNEXERCISED UNEXERCISED
ON VALUE OPTIONS AT IN-THE-MONEY
EXERCISE REALIZED(1) YEAR-END OPTIONS AT YEAR-END2
YEAR NAME (#) ($) (#) ($)
----- ----- ------------ ------------ ----------- --------------------
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<C> <C> <C> <C> <C> <C>
1995 R.G. Reherman 0 0 21,719/43,438 154,747/309,495
1995 A.E. Goebel 0 0 8,688/17,376 61,901/123,803
1995 J.G. Hurst 0 0 7,928/15,856 - 56,486/112,973
1995 R.G. Jochum 0 0 3,982/3,755 28,371/15,489
1995 J.W. Picking 0 0 3,240/3,040 23,085/12,540
</TABLE>
- ----------
(1) Market value of underlying securities at time of exercise minus the
exercise price.
(2) Market value of underlying securities at fiscal year-end (December 31,
1995) of $34.75 per share minus the exercise price.
CHANGE OF CONTROL AGREEMENTS. In order to insure SIGCORP and SIGECO
continuity of management and operations in the event of a change of control of
SIGCORP or SIGECO, agreements have been entered into between SIGCORP, SIGECO and
Messrs. Reherman, Goebel, Hurst and Jochum. The agreements provide that in the
event of a change of control of SIGCORP or SIGECO, the salary of the named
officers will continue for the lesser of a period of three years, or until
retirement age, at their existing compensation levels (unless a lesser amount is
the maximum amount deductible by SIGCORP for United States Federal income tax
purposes, in which case the continued salary would be at such lesser amount).
RETIREMENT PLANS. All officers participate in SIGECO's trusteed,
non-contributory tax qualified Pension Plan for Salaried Employees (the "Pension
Plan"). Retirement income, as defined in the Pension Plan, is based on an
employee's average monthly earnings during the highest paid five consecutive
years in the Pension Plan of the employee's final 10 years of continuous service
prior to retirement or other termination of employment and is calculated in two
increments: 1.42 percent of such average monthly earnings for each year of
accredited service or part thereof up to a maximum of 30 years; plus .69 percent
of such average monthly earnings for each year of accredited service or part
thereof in excess of 30 years to a maximum of 10 years. Amounts payable under
the Pension Plan are not subject to social security or other offset.
10
<PAGE>
The years of service in the Pension Plan credited to officers named in the
compensation table above are R.G. Reherman-32 years, 6 months: A.E. Goebel-23
years, 1 month; J.G. Hurst-25 years; R.G. Jochum-1 year, 3 months; and J.W.
Picking-9 years, 11 months.
The following table illustrates the estimated retirement income payable
under the Pension Plan, based on the specific remuneration levels and years of
service classification shown.
<TABLE>
<CAPTION>
Pension Plan
YEARS OF SERVICE
-------------------------------------------------------------------
COVERED
REMUNERATION 15 20 25 30 35
------------- --------- --------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
$100,000.................... $21,300 $28,400 $35,500 $42,600 $46,050
125,000.................... 26,630 35,500 44,380 53,250 57,560
150,000* and above......... 31,950 42,600 5,250 63,900 69,100
</TABLE>
- ------------
* As of January 1, 1996, the OMNIBUS Budget Reconciliation Act of 1993 (OBRA
`93) limited annual compensation to $150,000 for purposes of pension
calculations under tax qualified pension plans.
SIGECO has a non-qualified Supplemental Retirement Plan (the "Supplemental
Plan") covering certain senior officers of SIGECO who qualify under the
applicable length of service and other eligibility provisions. It is presently
anticipated that Mr. Goebel and Mr. Hurst will qualify for benefits under the
Supplemental Plan. The Supplemental Plan provides for supplemental retirement
income to be paid such that, when combined with benefits receivable under
SIGECO's Pension Plan, total retirement benefits paid will be equal to 50
percent of the average of the senior officer's final three years base salary
excluding bonuses. In the case of death, survivor benefits are payable to
surviving spouses, if any, at an actuarially adjusted level, SIGECO has entered
into an agreement with Mr. Reherman that is similar to the Supplemental Plan
except that the retirement income paid is equal to 70 percent of his highest
annualized salary as Chief Executive Officer of SIGECO. SIGECO has purchased
life insurance on the participants sufficient in amount to fund actuarially all
of SIGECO's future liabilities under the Supplemental Plan and the Agreement.
DEATH BENEFITS PLAN. SIGECO has a Supplemental Post-Retirement Death
Benefits Plan for officers and other senior executives to provide retired
participants with the equivalent of 25-35 percent of the pre-retirement group
life insurance benefit under SIGECO's group insurance plan for salaried
employees. SIGECO has purchased insurance on the lives of the participants,
which is projected to allow SIGECO to recover the entire cost of this plan.
STOCK OPTION PLAN. The 1994 Stock Option Plan was adopted by the Board of
Directors at its meeting held December 21, 1993, and by SIGECO's shareholders at
their meeting held March 22, 1994. Pursuant to the exchange whereby SIGECO
common stockholders become stockholders of SIGCORP, SIGECO's common
stockholders, by agreeing to the exchange, also agreed to the amendment of the
1994 Stock Option Plan to provide for the issuance of SIGCORP shares. The 1994
Stock Option Plan authorizes the granting of options to officers and key
employees of SIGCORP and its subsidiaries to purchase up to 500,000 shares of
SIGCORP Common Stock. Options granted under the 1994 Stock Option Plan may
constitute incentive stock options (within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") or nonqualified stock
options (collectively, "Options"). See Tables 2 and 3 for details of action
taken during 1995 pursuant to the 1994 Stock Option Plan. To date, a total of
189,894 options have been granted.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
SIGECO's Executive Compensation Program is administered and monitored by
the Compensation Committee of the Board of Directors. The Compensation Committee
is composed entirely of independent, nonemployee directors. The main objectives
of the program are to:
o attract and retain an outstanding management team,
o motivate and reward outstanding performance results, and
o focus attention on plans, goals and initiatives which enhance value to
shareholders and to the customers of SIGECO.
11
<PAGE>
In order to achieve these objectives, the executive compensation program
consists of three elements: a base salary plan, an annual corporate performance
incentive plan and a long-term stock option plan. The key elements of the
compensation package for executive officers are addressed in greater detail
below.
BASE SALARY PLAN. The Compensation Committee determines the annual base
salaries for SIGECO's mandatory officers and the salary ranges for all officer
positions. The determination of officer salaries and salary ranges is based upon
competitive norms (averages) for similar positions in reasonably comparable
electric and combination utility companies. SIGECO retains an independent
consultant to provide such information to the Compensation Committee.
Adjustments to actual base salaries take into consideration two key
variables: 1) the performance of the officer, and 2) the level of actual salary
compared with the midpoint of the applicable salary range, where midpoint is
defined as the competitive salary norm for the position. In general, individuals
whose performance is deemed fully competent over several years would be expected
to achieve a base salary at the midpoint level.
CORPORATE PERFORMANCE INCENTIVE PLAN. The annual Corporate Performance
Incentive Plan (the "Performance Plan") provides for the payment of additional
compensation contingent upon the achievement of certain specific shareholder and
customer related goals. Approximately 25 officers and senior management
personnel participate in the Performance Plan. Goal achievement is primarily
judged on a comparison with the results of ten similar companies in five
critical results areas as set forth in the table on page 14. In addition, plan
participants are also judged on their achievement of specific individual goals
which are developed in support of corporate objectives. These individual goals
are often, but not exclusively, related to the implementation of initiatives
contained in SIGECO's long-term strategic plan.
The Performance Plan design is reviewed annually by the Compensation
Committee. Based on corporate and individual performance results, the Plan
provides the following award opportunities: 20-30% of base salary for the Chief
Executive Officer; 10-30% of the base salary for the senior vice presidents; and
5-25% for all other participants.
SIGECO retains an independent consultant to assist in the process of goal
formulation and to provide an independent assessment of goal achievement to the
Compensation Committee at the end of each Performance Plan year. The annual
awards paid under the Performance Plan for years 1993, 1994 and 1995 are shown
in column (d) of the Summary Compensation Table (Table 1) for the individuals
named therein.
LONG-TERM STOCK OPTION PLAN. As indicated above, the 1994 Stock Option Plan
was approved by the Company's stockholders during 1994. Approximately 25
officers and senior management personnel of the Company are eligible to
participate in the plan. On July 14, 1995, the Compensation Committee granted
stock options to certain plan participants. None of the options granted in 1995
are exercisable prior to July 14, 1996.
The stock option awards for executive officers along with additional
details are included in Tables 2 and 3.
DISCUSSION OF CEO PAY. Consistent with overall executive compensation
program philosophy, the Compensation Committee structured the CEO's total
compensation during 1995 based on the overall performance of SIGECO, competitive
pay levels for CEO's in the utility industry, and a multi-year plan for the CEO
to achieve a base salary level at or about the established midpoint for the
position.
During 1995, the Compensation Committee took the following actions
regarding the CEO:
1. Increased base salary to $320,000 per year. This represented an
increase of 6.7% and signaled completion of a three-year plan which brought
the CEO's base salary to its 1995 competitive norm.
2. Provided a cash incentive of $60,000 based on results achieved
under the Corporate Performance Incentive Plan for the plan year 1994.
12
<PAGE>
During the Performance Plan year 1994, SIGECO's performance as measured
against its ten company comparison group resulted in the following:
--------------------------------------------------------------------------
Key Performance Index Objective SIGECO Rating
--------------------------------------------------------------------------
Total 5 Year Shareholder Return Highest 8th best (highest)
--------------------------------------------------------------------------
Market to Book Ratio Highest 8th best (highest)
--------------------------------------------------------------------------
Electric Revenue per Kwh Lowest 3rd best (lowest)
--------------------------------------------------------------------------
Gas Revenue per Mcf Lowest 2nd best (lowest)
--------------------------------------------------------------------------
3 Year Average Annual Growth of Net
Operating Expense per Customer Lowest Best (lowest)
--------------------------------------------------------------------------
Under the Performance Plan formula, these performance ratings earned an
incentive award of 20% of base salary for the CEO.
Compensation Committee
R.L. Koch II, Chairman D.E. Smith
J.A. Lamb J.S. Vinson
R.W. Shymanski
PERFORMANCE COMPARISONS
As required by the SEC, set forth below is a line graph comparing the
yearly change in the cumulative total shareholder return on SIGCORP Common
Stock, assuming reinvestment of all dividends, against the cumulative total
return of the S&P Composite 500 Stock Index and the S&P Utilities Index, over
the past five years.
CUMULATIVE TOTAL RETURN
---------------------------------------------
12/90 12/91 12/92 12/93 12/94 12/95
----- ----- ----- ----- ----- -----
SOUTHERN IND GAS & ELEC CO SIG 100 143 151 158 131 181
S & P 500 1500 100 130 140 155 157 215
S & P UTILITIES IUTL 100 115 124 142 131 185
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Under applicable SEC Rules, there were no interlocks or insider
participation on the Compensation Committee during 1995.
ITEM 2 - APPROVAL OF MERGER OF SIGECO'S WHOLLY-OWNED GAS UTILITY SUBSIDIARY
INTO SIGECO (To be voted on by holders of SIGECO voting stock only)
SIGECO's wholly-owned gas utility subsidiary, Lincoln Natural Gas Company,
Inc. ("Lincoln"), presently operates a natural gas distribution business in
Spencer County, Indiana. Lincoln's service area is contiguous to the service
area of SIGECO. The Directors of SIGECO have recommended to the stockholders
that Lincoln merge into
13
<PAGE>
SIGECO so that Lincoln can be operated as a part of SIGECO rather than as a
separate subsidiary. This will permit efficiencies to be achieved in rate
making, gas supply and other areas. Although the transaction is termed a merger,
it simply means that Lincoln will be collapsed into SIGECO. There will be no
increase or decrease in the consolidated assets of SIGECO and no effect on the
equity or rights of the stockholders as a result of the transaction.
Under Indiana law, the approval of the Indiana Utility Regulatory
Commission ("IURC") is required before two public utility companies can be
merged. Under the regulations of the IURC, approval of such a transaction will
not be given unless the stockholders of both companies have previously given
their approval. Since both SIGECO and Lincoln are public utilities under Indiana
law, these requirements apply here. No exceptions are made with respect to
wholly-owned subsidiaries. SIGECO as sole common stockholder of Lincoln, has
approved the transaction but SIGECO's preferred stockholders also have a right
to vote on the matter even though, financially and otherwise, there is no effect
on them as stockholders of SIGECO. The affirmative vote of the holders of at
least a majority of the shares eligible to vote at the meeting, without
distinction as to class, is required for such approval. SIGCORP, as sole holder
of the common stock of SIGECO, will vote for the approval of the merger.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL
OF THE MERGER BY THE PREFERRED STOCKHOLDERS OF SIGECO
ITEM 3. RATIFICATION OF APPOINTMENT OF AUDITORS
It is intended that, unless otherwise specified by the SIGCORP and SIGECO
stockholders entitled to vote, votes will be cast pursuant to the proxies hereby
solicited in favor of the ratification of the appointment by the Boards of
Directors of Arthur Andersen LLP as independent auditors of SIGCORP and SIGECO
for the year 1996. The Arthur Andersen firm has acted for SIGECO in this
capacity since 1918. SIGECO is advised that neither the firm nor any of its
partners has any financial interest in or any connection with SIGCORP and SIGECO
except in the capacity of auditors. A representative of Arthur Andersen LLP will
attend the joint annual meeting and will be available to answer any questions
and may make a statement if he so desires. THE BOARDS OF DIRECTORS RECOMMENDS A
VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF AUDITORS.
SHAREHOLDER PROPOSALS
Proposals by shareholders to be presented at the next annual meeting of
shareholders of SIGCORP and SIGECO currently scheduled to be held on April 22,
1997 must be received by SIGCORP or SIGECO, as the case may be, on or before
November 4, 1996 for inclusion in the Proxy Statement relating to that meeting.
OTHER BUSINESS. The Joint Annual Meeting is being held for the purposes set
forth in the Notice which accompanies this Proxy Statement. The Boards of
Directors of SIGCORP and SIGECO know of no business to be transacted at the
meeting other than the election of directors, the approval of the merger of
Lincoln into SIGECO and the ratification of the appointment of auditors.
However, if any other business should properly be presented to the Joint Annual
Meeting, the proxies will be voted in respect thereof in accordance with the
judgment of the person or persons voting the proxies.
SIGCORP, INC.
and
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
By Order of the Boards of Directors,
A.E. Goebel,
Secretary
Evansville, Indiana
Date: March 5, 1996
14
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
(PROXY - SOLICITED ON BEHALF OF THE MANAGEMENT)
The undersigned hereby appoints R.G. REHERMAN, or in the event of his absence,
A.E. GOEBEL, his attorney and proxy, in the order herein named, each with power
of substitution, to vote at the annual meeting of stockholders of SOUTHERN
INDIANA GAS AND ELECTRIC COMPANY to be held at Evansville, Indiana on April 23,
1996 or any adjournment thereof, according to the number of votes that the
undersigned would be entitled to vote if personally present, as follows:
(Management recommends a vote "FOR" each of the items below)
(1)ELECTION OF DIRECTORS (three-year term):
FOR both nominees listed below or any | | WITHHOLD AUTHORITY to | |
substitute therefor if unable to serve vote for both nominees
(except as written to the contrary below) listed below
Nominees - Robert L. Koch II and Jerry A. Lamb
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write nominees name below:
---------------------------------------------------------
(2) AUTHORIZATION TO MERGE WHOLLY-OWNED GAS
UTILITY SUBSIDIARY INTO COMPANY. FOR | | AGAINST | | ABSTAIN | |
(3) RATIFICATION OF APPOINTMENT OF AUDITORS: FOR | | AGAINST | | ABSTAIN | |
all as more fully set forth in the proxy statement received by the undersigned
and on all other matters that may legally come before the meeting.
(Continued, and to be signed on reverse side)
<PAGE>
The signature should correspond with the name as it appears hereon. Where stock
is registered in the names of two or more persons, all should sign. Persons
signing as executors, administrators, trustees, etc., should so indicate. A
proxy executed by a corporation should be signed in its name by an executive
officer.
IF NOT OTHERWISE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS, FOR THE MERGER OF WHOLLY-OWNED GAS UTILITY SUBSIDIARY INTO COMPANY,
AND FOR THE RATIFICATION OF THE APPOINTMENT OF AUDITORS.
Please sign here exactly - ___________________________________ Dated:_______1996
as name appears below ___________________________________
| | I PLAN TO ATTEND THE MEETING
Proxy For
Annual Meeting
of Stockholders
To Be Held
April 23, 1996
The management requests that you sign, date, and return this proxy in the
enclosed envelope which requires no postage. If you attend the meeting and so
request, the proxy will not be voted.
(Continued from reverse side)
<PAGE>
SIGCORP, INC.
(PROXY - SOLICITED ON BEHALF OF THE MANAGEMENT)
The undersigned hereby appoints R.G. REHERMAN, or in the event of his absence,
A.E. GOEBEL, his attorney and proxy, in the order herein named, each with power
of substitution, to vote at the annual meeting of stockholders of SIGCORP, INC.
to be held at Evansville, Indiana on April 23, 1996 or any adjournment thereof,
according to the number of votes that the undersigned would be entitled to vote
if personally present, as follows:
(Management recommends a vote "FOR" each of the items below)
(1)ELECTION OF DIRECTORS (three-year term):
FOR both nominees listed below or any | | WITHHOLD AUTHORITY to | |
substitute therefor if unable to serve vote for both nominees
(except as written to the contrary below) listed below
Nominees - Robert L. Koch II and Jerry A. Lamb
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write nominees name below:
---------------------------------------------------------
(2) RATIFICATION OF APPOINTMENT OF AUDITORS: FOR | | AGAINST | | ABSTAIN | |
all as more fully set forth in the proxy statement received by the undersigned
and on all other matters that may legally come before the meeting.
(Continued, and to be signed on reverse side)
<PAGE>
The signature should correspond with the name as it appears hereon. Where stock
is registered in the names of two or more persons, all should sign. Persons
signing as executors, administrators, trustees, etc., should so indicate. A
proxy executed by a corporation should be signed in its name by an executive
officer.
IF NOT OTHERWISE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS, AND FOR THE RATIFICATION OF THE APPOINTMENT OF AUDITORS.
Please sign here exactly - ___________________________________ Dated:_______1996
as name appears below ___________________________________
| | I PLAN TO ATTEND THE MEETING
Proxy For
Annual Meeting
of Stockholders
To Be Held
April 23, 1996
The management requests that you sign, date, and return this proxy in the
enclosed envelope which requires no postage. If you attend the meeting and so
request, the proxy will not be voted.
(Continued from reverse side)
