1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1994
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-7951
WICOR, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1346701
---------------------------------------------- ------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
626 East Wisconsin Avenue, PO Box 334, Milwaukee, Wisconsin 53201
----------------------------------------------------------- ----------
(Address of principal executive office) (Zip Code)
(414) 291-7026
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at June 30, 1994
-------------------------- ----------------------------
Common Stock, $1 Par Value 16,742,119
2
INTRODUCTION
------------------------------------------------------------------------
WICOR, Inc. ("WICOR" or "Company"), a corporation organized and existing
under the laws of the State of Wisconsin, is an exempt holding company
under the Public Utility Holding Company Act of 1935. It is the parent
of Wisconsin Gas Company ("Wisconsin Gas"), a natural gas distribution
public utility; Sta-Rite Industries, Inc. ("Sta-Rite"), a manufacturer
of pumps and water processing equipment for the residential, irrigation
and pool and spa markets; and SHURflo Pump Manufacturing Company
("SHURflo"), a manufacturer of pumps and fluid-handling equipment for
the food service, recreational vehicle, marine, industrial and water
purification markets.
CONTENTS
--------
PAGE
------
PART I. Financial Information.............................. 1
Management's Discussion and Analysis of
Interim Financial Statements..................... 2-5
Consolidated Financial Statements of WICOR, Inc. (Unaudited):
Consolidated Statement of Income for the Three and
Six Months Ended June 30, 1994 and 1993.......... 6
Consolidated Balance Sheet as of June 30, 1994
and December 31, 1993............................ 7-8
Consolidated Statement of Cash Flows for the Six
Months Ended June 30, 1994 and 1993.............. 9
Notes to Consolidated Financial Statements......... 10
PART II. Other Information.................................. 11-12
Signatures......................................... 13
3
Part I - Financial Information
- - ------------------------------
Financial Statements
--------------------
The following consolidated statements have been prepared without audit
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although management believes that the disclosures are
adequate to make the information presented not misleading. These condensed
financial statements should be read in conjunction with the financial
statements and the notes thereto included in the latest WICOR, Inc. annual
report on Form 10-K and quarterly report on Form 10-Q.
In the opinion of management, the information furnished reflects all
adjustments, which in all circumstances were normal and recurring,
necessary for a fair statement of the results of operations for the interim
periods.
Because of seasonal factors, the results of operations for the interim
periods presented are not indicative of the results to be expected for the
full calendar year.
4
Management's Discussion and Analysis
of Interim Financial Statements of
WICOR, Inc.
Results of Operations
- - ---------------------
Consolidated net income for the second quarter of 1994 was $1.0 million
or $0.4 million higher than the prior year. Net income increased by
$4.7 million, or 19% for the six months ended June 30, 1994 compared to
the same period of last year.
The following factors have had a significant effect on the results of
operations during the three- and six-month periods ended June 30, 1994.
Gas Distribution
- - ----------------
The net loss for the second quarter of 1994 increased by $1.0 million
from $3.3 million to $4.3 million, while net income for the six months
ended June 30, 1994 increased by $2.2 million to $20.6 million,
compared to the same periods of last year.
The increase in the net loss for the second quarter resulted from
increased operating expenses (excluding cost of gas sold) which were not
offset by an increase in gas margins. Warmer weather for the second
quarter was the primary factor affecting margins. The increase in 1994
year-to-date net income was due primarily to colder than normal weather
in the first quarter of 1994.
Revenues, margins and volumes are summarized below. Margin, defined as
revenues less cost of gas sold, is a better comparative performance
indicator than revenues because the mix of volumes between sales and
transportation service affects revenues but not margin. In addition,
changes in the cost of gas sold are flowed through to revenue under a
gas adjustment clause with no resulting effect on margin.
<CAPTION
Three Months Six Months
Ended June 30, Ended June 30,
-------------- % -------------- %
1994 1993 Change 1994 1993 Change
------ ------ ------ ------ ------ ------
(Millions of Dollars)
- - ---------------------
Gas Sales Revenue $ 97.8 $110.2 (11) $337.9 $312.4 8
Cost of Gas Sold 65.5 78.7 (17) 218.8 207.7 5
------ ------ ------ ------
Gas Sales Margin 32.3 31.5 3 119.1 104.7 14
Gas Transport Margin 1.5 2.3 (35) 3.6 5.5 (35)
------ ------ ------ ------
Total Margin $ 33.8 $ 33.8 - $122.7 $110.2 11
====== ====== ====== ======
5
Three Months Six Months
Ended June 30, Ended June 30,
-------------- % -------------- %
1994 1993 Change 1994 1993 Change
------ ------ ------ ------ ------ ------
(Millions of Therms)
- - --------------------
Sales Volumes
Firm 112.7 127.1 (11) 514.0 494.3 4
Interruptible 61.3 42.5 44 146.8 101.6 44
Transportation Volume 26.4 42.6 (38) 61.1 103.6 (41)
------ ------ ------ ------
Total Throughput 200.4 212.2 (6) 721.9 699.5 3
====== ====== ====== ======
Degree Days (Normal:
2nd Qtr. = 977
Six Months = 4,426) 843 1,003 (16) 4,506 4,350 4
====== ====== ====== ======
The decrease in firm sales volumes for the second quarter of 1994 from last
year was caused principally by warmer weather (14% warmer than normal).
A 2.9% annual rate increase, which became effective on November 12, 1993,
helped to offset the impact of the warmer weather resulting in no change
in margin for the quarter. For the six-months ended June 30, 1994, the
total margin increase was primarily due to the rate increase and growth in
firm sales. For both the second quarter and year-to-date, the changes in
volumes for interruptible sales and transportation services represent a
transfer of customers between the two classes of service.
Operations and maintenance expenses increased by $1.5 million, or 6%, and
$7.6 million, or 14%, for the three- and six-month periods ended June 30,
1994, respectively, compared with the same periods of 1993. Included in
year-to-date operations expenses is a first quarter, one-time charge of
$2.7 million relating to the election by 131 employees of an early
retirement option. It is estimated that the related savings from the
retirements during the last three quarters of the year will substantially
offset this first quarter charge. Increases in the provision for
uncollectible accounts and software amortization were additional
significant factors in the overall increase in operations and maintenance
expenses for both the quarter and year-to-date. These increased expenses
are being recovered under the November 1993 rate increase.
Depreciation expense increased for both the quarter and year-to-date due
to recent capital additions. For the second quarter and year-to-date, when
compared to 1993, interest expense on long-term debt decreased primarily
as a result of lower interest rates achieved through a $45 million long-
term debt refinancing in September 1993. Other interest expense decreased
in the second quarter primarily from lower levels of short-term debt. The
increase in year-to-date other interest expense is due to the amortization
of previously deferred interest related to the financing of gas in storage.
Income tax expense for the year-to-date increased primarily due to
6
higher pre-tax income and a 1% increase in the federal income tax rate
which was not reflected until the third quarter of 1993.
Wisconsin Gas received its most recent rate increase from the Public
Service Commission of Wisconsin (PSCW) in November 1993. In July 1993
Wisconsin Gas proposed an alternative method of ratemaking which provided
for an indexed rate cap and a weather adjustment mechanism (WAM). The PSCW
has given initial approval to an alternative approach with a three year
rate freeze (without the WAM) based on the rates approved in November 1993.
The PSCW has given Wisconsin Gas the option of either accepting the
modified proposal or filing a traditional rate case in March 1995 with new
rates becoming effective in November 1995. Wisconsin Gas will not make a
decision until after the final PSCW Order is received later this year.
Manufacturing
- - -------------
Manufacturing net income for the second quarter of $5.3 million was 36%
better than last year's net income of $3.9 million. For the six-months
ended June 30, 1994 manufacturing net income increased by 41% to $8.6
million compared to the same period last year. This improvement resulted
from increased sales as well as improved operating efficiencies.
Net sales were $86.7 million for the second quarter of 1994, up 12% from
the comparable period in 1993. For the first six months of 1994 net sales
increased by 14% to $165.2 million compared to the same period in 1993.
Improved domestic market conditions, increased international sales, and the
introduction of new products contributed to the sales growth.
Domestic sales in the quarter increased over the second quarter of 1993 by
11%, while international sales increased by 13%. On a year to date basis,
domestic sales increased by 12% and international sales increased by 17%
over the same periods in 1993. For the six-months ended June 30, 1994
international sales accounted for 35% of total net sales. New product
sales, including several new pumps sold in the European market, also
contributed to the increase in sales. Improvements were seen in the
Australian markets as their economy continues to recover and as results for
1994 include the operations of Dega Research Pty. Ltd., a pool equipment
manufacturer, which was acquired in November 1993. Substantial
improvements were seen in the water system, recreational vehicle,
industrial, and water purification markets.
Gross profit margins increased from 27% to 30% for the second quarter as
compared to 1993. For the six-months ended June 30, 1994 and 1993, the
gross profit margin was 29% and 28%, respectively. Operating expenses as
a percentage of sales for the year-to-date as compared to 1993 declined
from 21% to 20%. Year-to-date operating expenses increased in 1994 over
1993 by $2.7 million. This was due primarily to higher selling expenses
associated with the higher level of sales. Lower interest expense, mostly
due to lower debt levels, also contributed to improved earnings for the
quarter and year-to-date.
7
Non-Operating Income and Income Taxes
- - -------------------------------------
Interest expense was down slightly for the first three- and six- months of
1994, in comparison to 1993, due primarily to a $45.0 million long-term
debt refinancing in September 1993 in the gas distribution business and,
also, to lower levels of short-term debt throughout the Company.
Income tax expense was $3.7 million higher for the first six months of
1994, compared to the same period last year, reflecting increased pre-tax
income and a 1% increase in the federal income tax rate.
Financial Condition
- - -------------------
Cash flow from operations increased by $71.2 million from 1993 to $130.9
million for the first six months of 1994. The improvement is in part due
to the increase in net income, plus increased depreciation and deferred
taxes. Higher gas in storage at the beginning of the year resulted in
$36.7 million of reduced requirements for gas purchases in the first six
months of 1994 compared to 1993. The first six months of 1994 also
benefitted from recovery of demand charges over the heating season in 1994,
rather throughout the year in 1993. This will reverse in the last two
quarters of 1994.
Accrued taxes reduced cash from operations in 1994 while providing
additional cash in 1993. This was due to the use in 1993 of higher than
normal prepaid tax balances as of the end of 1992.
The increase in cash from other non-current assets and liabilities was a
result of increased amortization of the deferred provision for
uncollectible accounts, recognition of a deferred regulatory liability for
environmental clean-up cost recoveries, and a net increase in the
liability for postretirement benefits.
Capital expenditures for the six months ended June 30, 1994 amounted to
$20.7 million and additional capital expenditures of $45.0 million are
expected for the remainder of 1994. Gas distribution capital expenditures
are expected to increase substantially in 1994 over 1993 as several
expansion projects are underway.
More short-term borrowings were repaid in the first six months of 1994 than
in 1993 because of the higher level of short-term debt at December 31, 1993
versus December 31, 1992. The higher level of short-term debt was needed
to finance gas in storage. There will be a need for additional short-term
borrowing during the remainder of 1994 primarily to finance gas in storage.
On July 26, 1994, the directors of the Company authorized an increase in
the Company's dividend on common stock to $.40 per quarter ($1.60 per share
on an annual basis). The first quarterly payment at the new level will be
made August 31, 1994 to shareholders of record on August 12, 1994.
8
WICOR, INC.
Consolidated Statement of Income (Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
1994 1993 1994 1993
---------- ---------- ---------- ----------
(Thousands of Dollars) (Thousands of Dollars)
Operating Revenues:
Gas distribution............... $ 99,349 $ 112,448 $ 341,497 $ 317,874
Manufacturing and other........ 86,730 77,775 165,207 145,009
---------- ---------- ---------- ----------
186,079 190,223 506,704 462,883
---------- ---------- ---------- ----------
Operating Costs and Expenses:
Cost of gas sold............... 65,468 78,671 218,759 207,668
Manufacturing cost of sales.... 61,052 56,922 117,234 103,694
Operations and maintenance..... 44,275 40,242 95,889 85,524
Depreciation and amortization.. 7,398 6,297 14,728 13,742
Taxes, other than income taxes. 2,386 2,210 5,150 4,685
---------- ---------- ---------- ----------
180,579 184,342 451,760 415,313
---------- ---------- ---------- ----------
Operating Income ................ 5,500 5,881 54,944 47,570
---------- ---------- ---------- ----------
Other Income (Deductions):
Interest expense............... (3,909) (4,398) (8,208) (9,037)
Interest income................ 197 159 286 300
Other, net..................... (206) (306) (76) (280)
---------- ---------- ---------- ----------
(3,918) (4,545) (7,998) (9,017)
---------- ---------- ---------- ----------
Income Before Income Taxes....... 1,582 1,336 46,946 38,553
Income Taxes..................... 584 760 17,746 14,042
---------- ---------- ---------- ----------
Net Income....................... $ 998 $ 576 $ 29,200 $ 24,511
========== ========== ========== ==========
Per Share of Common Stock:
Income Per Common Share........ $ 0.06 $ 0.04 $ 1.76 $ 1.54
========== ========== ========== ==========
Cash Dividends Per Common Share $ 0.39 $ 0.38 $ 0.78 $ 0.76
========== ========== ========== ==========
Average Common Shares
Outstanding (Thousands)....... 16,640 16,013 16,559 15,932
The accompanying notes are an integral part of this statement.
9
WICOR, INC.
Consolidated Balance Sheet
June 30,
1994 December 31,
(Unaudited) 1993
Assets ------------ ------------
- - ------ (Thousands of Dollars)
Current Assets:
Cash and cash equivalents......................... $ 17,263 $ 22,953
Accounts receivable, less allowance for
doubtful accounts of $10,969,000 and
$9,351,000, respectively........................ 132,094 111,408
Accrued utility revenues.......................... 6,877 53,483
Manufacturing inventories......................... 58,162 58,079
Gas in storage, at weighted average cost.......... 22,825 44,697
Deferred income taxes............................. 11,234 10,005
Prepayments and other............................. 19,874 13,969
------------ ------------
268,329 314,594
Property, Plant and Equipment (less accumulated ------------ ------------
depreciation of $394,776,000 and $377,004,000,
respectively)................................... 401,316 400,700
------------ ------------
Deferred Charges and Other:
Deferred systems development costs................ 36,398 38,808
Other regulatory assets........................... 54,557 57,211
Deferred environmental costs...................... 42,005 41,641
Prepaid pension costs............................. 30,283 29,580
Gas transition costs.............................. 11,208 15,485
Other............................................. 34,160 35,707
------------ ------------
208,611 218,432
------------ ------------
$ 878,256 $ 933,726
============ ============
The accompanying notes are an integral part of this statement.
10
WICOR, INC.
Consolidated Balance Sheet
June 30,
1994 December 31,
(Unaudited) 1993
Liabilities and Capitalization ------------ ------------
- - ------------------------------ (Thousands of Dollars)
Current Liabilities:
Accounts payable.................................. $ 55,312 $ 62,683
Refundable gas costs ............................. 40,902 15,596
Short-term borrowings............................. 20,831 134,918
Current portion of long-term debt................. 3,007 2,847
Accrued taxes..................................... 9,095 10,089
Accrued payroll and benefits...................... 17,983 14,656
Other............................................. 17,537 15,199
------------ ------------
164,667 255,988
------------ ------------
Deferred Credits and Other:
Unamortized investment tax credit................. 8,240 8,654
Environmental remediation costs................... 39,450 40,000
Deferred income taxes............................. 48,614 45,878
Gas transition costs.............................. 11,208 15,485
Other regulatory liabilities...................... 56,583 50,179
Postretirement benefit obligation................. 69,644 67,510
Other............................................. 17,087 14,526
------------ ------------
250,826 242,232
------------ ------------
Capitalization:
Long-term debt.................................... 167,461 165,230
Common stock...................................... 16,742 16,407
Other paid-in capital............................. 174,544 166,710
Retained earnings ................................ 110,923 94,643
Unearned compensation - ESOP...................... (6,907) (7,484)
------------ ------------
462,763 435,506
------------ ------------
$ 878,256 $ 933,726
============ ============
The accompanying notes are an integral part of this statement.
11
WICOR, INC.
Consolidated Statement of Cash Flows (Unaudited)
Six Months Ended
June 30,
-----------------------
1994 1993
---------- ----------
(Thousands of Dollars)
Operations:
Net income.......................................... $ 29,200 $ 24,511
Adjustments to reconcile net income to net
cash flows:
Depreciation and amortization..................... 23,818 21,539
Deferred income taxes............................. 1,507 204
Change in:
Receivables..................................... 25,920 24,924
Manufacturing inventories....................... (83) (1,690)
Gas in storage.................................. 21,872 (14,850)
Other current assets............................ (5,721) (1,085)
Systems development costs....................... (403) (3,691)
Accounts payable................................ (7,371) (11,825)
Refundable gas costs............................ 25,306 11,360
Accrued taxes................................... (207) 8,685
Accrued payroll and benefits.................... 3,327 4,421
Other current liabilities....................... 1,367 (789)
Other non-current assets and liabilities, net... 12,339 (1,978)
---------- ----------
130,871 59,736
---------- ----------
Investment Activities:
Capital expenditures.............................. (20,665) (22,612)
Net proceeds from sale of assets.................. - 4,182
Acquisitions...................................... - (1,231)
Other ............................................ 126 51
---------- ----------
(20,539) (19,610)
---------- ----------
Financing Activities:
Change in short-term borrowings................... (109,087) (17,869)
Issuance of long-term debt........................ - 169
Reduction in long-term debt ...................... (2,185) (3,890)
Issuance of common stock ......................... 6,639 7,855
Dividends paid on common stock, less
amounts reinvested ............................ (11,389) (10,259)
---------- ----------
(116,022) (23,994)
---------- ----------
Change in Cash and Cash Equivalents................... (5,690) 16,132
Cash and Cash Equivalents at Beginning of Period...... 22,953 16,632
---------- ----------
Cash and Cash Equivalents at End of Period............ $ 17,263 $ 32,764
========== ==========
The accompanying notes are an integral part of this statement.
12
Notes to Consolidated Financial Statements (Unaudited):
1) At June 30, 1994 WICOR had borrowings of $14.5 million and
availability of $103.2 million under unsecured lines of credit with
several banks.
A total of $6.3 million of commercial paper was outstanding as of June
30, 1994 at a weighted average interest rate of 4.5%.
2) For purposes of the Consolidated Statement of Cash Flows, income taxes
paid, net of refunds, and interest paid (excluding capitalized
interest) were as follows:
[CAPTION]
For the six months
ended June 30,
----------------------
1994 1993
---------- ----------
(Thousands of Dollars)
Income taxes paid $ 22,135 $ 7,211
Interest paid $ 8,120 $ 8,674
3) In July 1993, Wisconsin Gas submitted an incentive rate making
proposal to the Public Service Commission of Wisconsin ("PSCW"). In
its April 1994 initial decision, the PSCW significantly modified the
Company's proposal. Under the modified proposal, the Company's rates
will be subject to a three year rate freeze based on the rates
approved in November, 1993. The Company will also be required to
reduce its rates by $10.1 million, to reflect a reduction in certain
non-cash expenses. This rate reduction will result in no net income
impact, but will reduce cash flow. The PSCW has given the Company
the option of either accepting the modified proposal or filing a
traditional rate case in March 1995 with new rates becoming effective
in November, 1995. Wisconsin Gas will not make a decision until after
the final PSCW Order is received later this year.
4) In January 1994, Wisconsin Gas offered a voluntary early retirement
incentive plan to employees age 55 and over. A total of 131 employees
elected to retire under the provisions of this incentive plan. The
Company recorded a charge, which includes the impact on the pension
and postretirement benefit plans, to operating expense of $2.7 million
in the first quarter of 1994.
5) Prior year financial statement amounts have been restated to reflect
the merger with SHURflo in 1993, which was accounted for as a pooling
of interests.
13
Part II - Other Information
-----------------
Item 1. Legal Proceedings
- - -------------------------
General - On June 16, 1994, the Supreme Court of Wisconsin issued a
decision in a matter, not involving WICOR or its subsidiaries, which
holds in general that comprehensive general liability insurance
policies may not provide coverage for response costs involving
Wisconsin sites under Federal or State environmental clean-up statutes
in certain circumstances. On July 5, 1994, Wisconsin Gas and Sta-Rite
joined more than 50 other Wisconsin businesses, the Wisconsin
Department of Justice, the Wisconsin Department of Natural Resources
and several other groups and individual firms in urging the Supreme
Court to reconsider its decision.
Wisconsin Gas - During the first quarter of 1994, Wisconsin Gas initiated
suit against certain of its liability insurance carriers for coverage
for environmental property damage associated with former manufactured
gas plants. The insurance carriers named as defendants in the suit
instituted by Wisconsin Gas have recently moved to dismiss the case,
contending that the decision of the Supreme Court of Wisconsin
discussed above makes it questionable as to whether they will be
obligated to reimburse Wisconsin Gas for such costs. Wisconsin Gas
has opposed the motion.
Wisconsin Gas is continuing to litigate its claims and is in various
stages of negotiations with its insurance carriers regarding
settlement of the litigation. A trial in the matter is scheduled for
January 9, 1995. Based on recent PSCW orders, the Company currently
believes that any cleanup costs not recoverable from its insurance
carriers will be allowed full recovery in rates (net of carrying
costs).
Sta-Rite - On July 13, 1994, Sta-Rite was notified by the Wisconsin
Department of Natural Resources (the "WDNR") that the WDNR believes
that solvents used at a manufacturing site previously operated by Sta-
Rite have migrated and have caused or contributed to the contamination
of a Deerfield, Wisconsin municipal well and surrounding property.
The population of Deerfield is approximately 1,260 persons. Sta-Rite
is currently conducting an investigation regarding the allegations
raised by the WDNR. The WDNR has not proposed a plan of remediation
regarding the site and Sta-Rite cannot estimate at the present time
what costs, if any, it may incur for this remediation nor, in light
of the Supreme Court of Wisconsin decision discussed above, whether
any costs incurred will be covered by insurance.
On August 3, 1994, the Michigan Department of Natural Resources
notified Sta-Rite that its American Sanitary Division, which Sta-Rite
operated from March 1969 until it was sold in May 1977, allegedly
contributed to contamination at a facility in Grand Rapids, Michigan.
As a generator of certain substances discovered at the Michigan site,
Sta-Rite has been named, (along with various other entities some of
which are larger and some of which are smaller than Sta-Rite) as a
potentially responsible party with respect to this site. Sta-Rite is
currently reviewing available records and gathering information
regarding this matter. At this time, Sta-Rite is unable to
14
estimate what costs, if any, it may incur in connection with
remediation of this site. The Company is investigating whether its
general liability insurance provides coverage for any remediation
costs it may incur.
Sta-Rite and other submersible pump manufacturers are parties to
lawsuits filed in California by the Attorney General of the State of
California, the Environmental Defense Fund and the Natural Resources
Defense Council. Details regarding this litigation were previously
reported in the Company's FORM 10-Q for the quarter ended March 31,
1994.
Item 4. Submission of Matters to a Vote of Security Holders
- - -----------------------------------------------------------
At the Company's annual meeting of shareholders held on April 28, 1994,
Willie D. Davis, James L. Forbes, Guy A. Osborn and William B. Winter were
elected as directors of the Company for terms expiring in 1997. The
following table sets forth certain information with respect to the election
of directors at the annual meeting:
[CAPTION]
Shares Withholding
Name of Nominee Shares voted For Authority
- - -------------------- ------------------ ----------------
Willie D. Davis 13,392,053 256,885
James L. Forbes 13,395,295 253,643
Guy A. Osborn 13,400,729 248,209
William B. Winter 13,385,037 263,901
The following table sets forth the other directors of the Company whose
terms of office continued after the 1994 annual meeting:
Year in Which
Name of Director Term Expires
- - ------------------------- ---------------
Wendell F. Bueche 1995
Daniel F. McKeithan, Jr. 1995
George E. Wardeberg 1995
Essie M. Whitelaw 1995
Jere D. McGaffey 1996
Thomas F. Schrader 1996
Stuart W. Tisdale 1996
In addition, at the annual meeting, shareholders approved the WICOR,
Inc. 1994 Long-Term Performance Plan. With respect to such matter, the
number of shares voted for and against were 12,569,139 and 693,478,
respectively. The number of shares abstaining were 386,321. There were
no shares subject to broker non-votes.
15
Item 6. Exhibits and Reports on Form 8-K
- - ----------------------------------------
(a) Exhibits
10.1 WICOR, Inc. 1994 Long-Term Performance Plan.
(b) Reports on Form 8-K - There were no reports on Form 8-K filed
for the second quarter of 1994.
16
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WICOR, INC.
Dated: August 12, 1994 By: /s/ Joseph P. Wenzler
-----------------------------
Joseph P. Wenzler
Vice President, Treasurer
and Chief Financial Officer