SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
WISCONSIN POWER AND LIGHT COMPANY
(Name of Registrant as Specified in its Charter)
WISCONSIN POWER AND LIGHT COMPANY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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6(i)(2).
[ ] $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.
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state how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
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fee was paid previously. Identify the previous filing by
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Preliminary Copy as filed with the Securities and Exchange Commission
(Logo) WISCONSIN POWER & LIGHT COMPANY
222 West Washington Avenue P. O. Box 192 Madison WI 53701-0192
Phone: 608/252-3311
March 29, 1994
TO THE OWNERS OF WISCONSIN POWER AND LIGHT COMPANY:
We extend a cordial invitation to you to join us at the 1994 Annual
Meeting of Shareowners of Wisconsin Power and Light Company (the Company).
The meeting will be held at the Dane County Coliseum, 1881 Expo Mall,
Madison, Wisconsin, on May 18, 1994, at 10:00 a.m., immediately preceding
the annual meeting of WPL Holdings, Inc. To help with directions, a map
showing the location of the meeting site is provided on the last page of
this document. Parking will be available at no cost. If you plan to join
us for the meeting, please indicate the names of the individuals who will
be attending on the enclosed proxy card reservation form.
The enclosed Notice of Annual Meeting and Proxy Statement sets forth
the items to be considered at the meeting. A lunch will be served
following the meeting.
The Company is a subsidiary of WPL Holdings, Inc. and the Company's
preferred stock is the only class of its stock outstanding in the hands of
the public. WPL Holdings, Inc. owns all of the Company's common stock.
The Company and WPL Holdings, Inc. will be holding separate shareowner
meetings. If you are a shareowner of both WPL Holdings and the Company,
you will receive two Notices of Annual Meeting and Proxy Statements, one
for each company. Shareowners of both companies will also receive two
proxy cards, one for each company. If you are a shareowner of both
companies, you will have to return both proxy cards to vote all your
shares.
Please note that the 1993 Annual Report of the Company appears as
Appendix B to this Proxy Statement.
It is important to your interests, and also is helpful to the
directors of the Company, that all shareowners participate in the affairs
of the Company, regardless of the number of shares owned. Whether or not
you plan to attend the meeting, please sign and date the enclosed proxy
card and return it in the postage paid envelope provided for that purpose.
You may, of course, still vote your shares in person at the meeting even
if you have previously returned your proxy.
Your participation in person or by proxy is very important.
Sincerely,
/s/ Erroll B. Davis, Jr.
ERROLL B. DAVIS, JR.
President and
Chief Executive Officer
WISCONSIN POWER AND LIGHT COMPANY
ANNUAL MEETING OF SHAREOWNERS
DATE: MAY 18, 1994
TIME: 10:00 a.m.
LOCATION: Dane County Coliseum
Madison, Wisconsin
(See map printed on the last page
of the Proxy Statement)
SHAREOWNER INFORMATION NUMBERS
LOCAL CALLS (MADISON AREA)...................252-3110
TOLL FREE NUMBER.......................1-800-356-5343
(Logo) WISCONSIN POWER AND LIGHT COMPANY
222 West Washington Avenue P. O. Box 192 Madison WI 53701-0192
Phone: 608/252-3311
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
10:00 a.m., May 18, 1994
The Annual Meeting of Shareowners of Wisconsin Power and Light
Company (the Company) will be held at the Dane County Coliseum, 1881 Expo
Mall, Madison, Wisconsin, on May 18, 1994, at 10:00 a.m. local time, for
the following purposes:
(1) To elect a total of seven directors, four for terms expiring at
the 1997 Annual Meeting of Shareowners, one for a term expiring
at the 1996 Annual Meeting of Shareowners, and two for terms
expiring at the 1995 Annual Meeting of Shareowners.
(2) To appoint Arthur Andersen & Co. as independent auditors for
the calendar year 1994.
(3) To approve proposed amendments of the Company's Restated
Articles of Organization to allow the Company to issue
preferred stock with a variable or floating dividend rate and
to effect certain other clarifying changes.
(4) To consider and act upon any other business that may properly
come before the meeting.
The Board of Directors of the Company presently knows of no other
business to come before the meeting.
Only the sole common shareowner, WPL Holdings, Inc., and preferred
shareowners of record on the books of the Company at the close of business
on March 22, 1994, are entitled to vote at the meeting. All such
shareowners are requested to be present at the meeting in person or by
proxy.
Please sign and return your proxy immediately. Your proxy covers all
of your shares of the various series of preferred stock of the Company.
If you attend the meeting, you may withdraw your proxy at the registration
desk and vote in person. All shareowners are urged to return their proxy
promptly.
The 1993 Annual Report of the Company appears as Appendix B to this
Proxy Statement. The Proxy Statement and Annual Report have been combined
into a single document to improve the effectiveness of our financial
communication and to reduce cost, although the Annual Report does not
constitute a part of the Proxy Statement.
For information purposes only, you will receive under separate cover
a copy of the WPL Holdings, Inc. 1993 Annual Report to shareowners. That
document is sent to you in order that shareowners of the Company may keep
up to date on activities of WPL Holdings, Inc. However, the WPL Holdings,
Inc. Annual Report is not intended to be used in conjunction with the
solicitation of proxies with respect to the Company.
By Order of the Board of Directors
/s/ Edward M. Gleason
EDWARD M. GLEASON
Corporate Secretary
March 29, 1994
(Logo) WISCONSIN POWER & LIGHT COMPANY
222 West Washington Avenue P. O. Box 192 Madison WI 53701-0192
Phone: 608/252-3311
March 29, 1994
PROXY STATEMENT RELATING TO
1994 ANNUAL MEETING OF SHAREOWNERS
The purposes of the meeting are set forth in the accompanying notice.
The enclosed proxy relating to the meeting is solicited on behalf of the
Board of Directors of the Company and the cost of such solicitation will
be borne by the Company. Following the original solicitation of proxies
by mail, beginning on or about March 29, 1994, certain of the officers and
regular employees of the Company may solicit proxies by telephone,
telegraph or in person, but without extra compensation. The Company has
retained Morrow & Co., Inc. to assist in the solicitation of proxies for
an estimated fee of $12,500 plus out-of-pocket expenses. The Company will
pay to banks, brokers, nominees, and other fiduciaries their reasonable
charges and expenses incurred in forwarding the proxy material to their
principals.
The Company is a subsidiary of WPL Holdings, Inc.
The Company will furnish without charge to each shareowner, who is
entitled to vote at the meeting and who makes a written request, a copy of
the Company's Annual Report on Form 10-K (not including exhibits thereto),
as filed pursuant to the Securities Exchange Act of 1934. Written
requests for the Form 10-K should be mailed to the Corporate Secretary at
the address stated above.
REORGANIZATION OF BOARD OF DIRECTORS
In February 1994, the Board of Directors of the Company's parent, WPL
Holdings, Inc. (WPLH), determined that it was desirable to have common
board membership for WPLH and the Company. Consequently, the Board of
Directors of the Company created three new positions on the Board of
Directors of the Company and appointed those members of the WPLH Board of
Directors who were not already members of the Board of the Company to fill
the new vacancies. The newly appointed members of the Board of the
Company were appointed to the same class as held on the Board of WPLH as
it relates to the duration of their term of office. Similar changes were
made in the composition of the Board of Directors of WPLH so that after
the reorganization the membership of the Board of the Company and the
Board of WPLH are identical. These changes were made to facilitate a more
strategically coordinated approach in the management of both companies.
PROPOSAL # 1:
ELECTION OF DIRECTORS
Seven directors are to be elected at the meeting. Les Aspin, Erroll
B. Davis, Jr., Milton E. Neshek, and Carol T. Toussaint are nominees to
hold office for terms expiring at the 1997 Annual Meeting of Shareowners
of the Company or until successors have been duly elected and qualified.
Rockne G. Flowers is a nominee to hold office for a term expiring at the
1996 Annual Meeting of Shareowners of the Company or until a successor has
been duly elected and qualified. Arnold M. Nemirow and Judith D. Pyle are
nominees to hold office for terms expiring at the 1995 Annual Meeting of
Shareowners of the Company or until successors have been duly elected and
qualified.
Directors will be elected by a plurality of the votes cast at the
meeting (assuming a quorum is present), with all shares of Company common
stock and preferred stock voting together as one class. Consequently, any
shares not voted at the meeting, whether due to abstentions, broker
nonvotes or otherwise, will have no impact on the election of directors.
A vote shown as withheld on a returned proxy card will be treated as an
abstention. WPLH, which owns all of the outstanding shares of the
Company's common stock, intends to vote all of its shares "FOR" the Board
nominees, thereby assuring the election of such nominees. The proxies
solicited may also be voted for a substitute nominee or nominees in the
event that any of the nominees shall be unable to serve or for good reason
will not serve, a contingency not now anticipated.
Brief biographies of director nominees and continuing directors
follow. These biographies include their age (as of March 15, 1994), an
account of their business experience, and the names of publicly-held
corporations of which they are also directors, as well as other
information relating to their activities. Except as otherwise indicated,
each nominee and continuing director has been engaged in his or her
present principal occupation for at least the past five years.
Nominees
Les Aspin
Age: 55
(Photo)
Served as Director Since: February 1994
Annual Meeting at which nominated term of office
will expire: 1997
Other information: Mr. Aspin served as Secretary of Defense under
President Clinton from January 1993 to February 1994. Prior to becoming
Secretary of Defense, Mr. Aspin served as Chairman of the House Armed
Services Committee from 1985 to 1993. Mr. Aspin was a member of the U. S.
House of Representatives from 1970 to 1993. Mr. Aspin is also founder of
the Wisconsin Procurement Institute, a not-for-profit organization which
assists small businesses in developing business relationships with the
Federal government. Mr. Aspin has been a director of WPLH since February
1994.
Erroll B. Davis, Jr. Principal occupation: President and Chief
Executive Officer of the Company; President and
Chief Executive Officer of WPL Holdings, Inc.;
Chairman of the Board of Heartland Development
Corporation.
(Photo)
Age: 49
Served as director since: April 1984
Annual Meeting at which nominated term of office
will expire: 1997
Other information: Mr. Davis was elected President of the Company in July
1987, and was elected to his current position with the Company in August
1988. Mr. Davis joined the Company in August 1978. Mr. Davis was elected
President of WPLH in January 1990, and was elected President and Chief
Executive Officer of WPLH effective July 1, 1990. Mr. Davis was elected
Chairman of the Board of Heartland Development Corporation, a subsidiary
of WPLH, effective July 1, 1990. Mr. Davis is a member of the Board of
Regents of the University of Wisconsin System and a member of the Carnegie
Mellon University Board of Trustees. He is a director of the American Gas
Association; Amoco Oil Company; Competitive Wisconsin, Inc.; Sentry
Insurance Company (a mutual company); and the Wisconsin Utilities
Association. Mr. Davis is also a director and Chairman of the Wisconsin
Association of Manufacturers and Commerce.
Rockne G. Flowers Principal occupation: President and Director of
Nelson Industries, Inc. (a muffler, filter,
industrial silencer, and active sound and
vibration control technology and manufacturing
firm), Stoughton, Wisconsin.
(Photo)
Age: 62
Served as director since: February 1994
Annual Meeting at which nominated term of office
will expire: 1996
Other information: Mr. Flowers has served as a director of WPLH since
April 1981. He is also a director of RMT, Inc.; Nelson Industries, Inc.;
Digisonix, Inc.; American Family Mutual Insurance Company; Janesville Sand
and Gravel Company; M&I Madison Bank; Meriter Health Services, Inc.;
Meriter Hospital; and the Wisconsin History Foundation. He is also a
member of the University of Wisconsin-Madison School of Business Board of
Visitors, and the Wisconsin Judicial Commission.
Arnold M. Nemirow Principal occupation: President, Chief
Executive Officer and Director, Wausau Paper
Mills Company (a pulp and paper manufacturer),
Wausau, Wisconsin.
(Photo)
Age: 50
Served as director since: February 1994
Annual Meeting at which nominated term of office
will expire: 1995
Other Information: Mr. Nemirow has served as a director of WPLH since
February 1991. He is also a director of Community Health Care, Inc.
(Wausau Hospital); Competitive Wisconsin, Inc.; M & I First American
National Bank, Wausau; Leadership Wausau; Leigh Yawkey Woodson Art Museum;
Wisconsin Association of Manufacturers and Commerce, Inc. (Vice Chair);
Wisconsin Paper Council Executive Committee; and the Wausau YMCA
Foundation. He is also a member of the New York Bar.
Milton E. Neshek Principal occupation: President, Chief
Executive Officer and Director of the law firm
of Godfrey, Neshek, Worth, & Leibsle, S.C.,
Elkhorn, Wisconsin, and Director, General
Counsel, Assistant Secretary and Manager, New
Market Development, Kikkoman Foods, Inc. (a food
products manufacturer), Walworth, Wisconsin.
(Photo)
Age: 63
Served as director since: November 1984
Annual Meeting at which nominated term of office
will expire: 1997
Other information: Mr. Neshek has served as a director of WPLH since
December 1986. He is also a director of Heartland Properties, Inc.;
Capital Square Financial Corporation; Friends of Milwaukee Public Museum;
Midwest U.S.-Japan Association; Regional Transportation Authority; the
Wisconsin Association of Manufacturers and Commerce; and Wisconsin-Chiba,
Inc. He is a Fellow in the American College of Probate Counsel. Mr.
Neshek is active in the Walworth County Bar Association, the State Bar of
Wisconsin, and the American Judicature Society.
Judith D. Pyle Principal Occupation: Vice Chair and Senior
Vice President of Corporate Marketing of Rayovac
Corporation (a battery and lighting products
manufacturer), Madison, Wisconsin.
(Photo)
Age: 50
Served as a director since: February 1994
Annual Meeting at which nominated term of office
will expire: 1995
Other Information: Ms. Pyle has served as a director of WPLH since May
1992. She is also a director of Rayovac Corporation, Firstar Corporation,
Oshkosh B'Gosh, and H. C. Prange Company. She is a member of the Board of
Visitors at the University of Wisconsin School of Business and the School
of Family Resources and Consumer Sciences. In addition, Ms. Pyle is a
member of the United Way Foundation. She is a former member of the Board
of Directors of the Madison Civic Center Foundation, the United Way of
Dane County, and the Wisconsin Special Olympics, and a former trustee of
the Madison Civic Center.
Carol T. Toussaint Principal occupation: Consultant
Age: 64
(Photo)
Served as director since: August 1976
Annual Meeting at which nominated term of office
will expire: 1997
Other information: Mrs. Toussaint is an independent consultant on board
organization, fund development and public relations, working primarily
with nonprofit organizations. She is the owner of Vantage Point, a
lecture program business, and an Associate of Kolbe Concepts, Inc., a
management consulting firm. She is an active member and past chair of the
Utility Women's Conference (a national organization open to women serving
as directors or officers of investor-owned electric, gas, water, and
telephone companies). She is immediate past president of the Rotary Club
of Madison, and a director of the Evjue Foundation; Madison Civic Center
Foundation; Madison Community Foundation; Wisconsin History Foundation;
and the Wisconsin Taxpayers Alliance. At the University of Wisconsin-
Madison, she serves as a director of the University Research Park, a
member of the Board of Visitors of the School of Business, a member of the
Alumni Association Cabinet 99, and on the Council on Women's Giving of the
Bascom Hill Society of the University Foundation. Mrs. Toussaint has been
a director of WPLH since February 1994.
The Board of Directors recommends the foregoing nominees for
election as directors and urges each shareowner to vote "FOR" all
nominees. Shares of stock represented by executed but unmarked proxies
will be voted "FOR" all nominees.
Continuing Directors
L. David Carley Principal occupation: Consultant to
institutions and associations in higher
education and health delivery; financial advisor
to small businesses.
Age: 65
(Photo)
Served as director from: 1975 to 1977
Served as director since: 1983
Annual Meeting at which current term of office
will expire: 1995
Other information: Mr. Carley is a trustee of the Kennedy Presidential
Library, and is a former trustee of Kalamazoo College. He is a past
member of the Board of Regents of the University of Wisconsin System, is a
past President of the National Association of Public Television Stations,
and is a past President of the Medical College of Wisconsin. Prior to
assuming his present occupation, Mr. Carley's principal occupation was as
a partner in Carley Capital Group (a venture capital group).
Donald R. Haldeman Principal occupation: Executive Vice President
and Chief Executive Officer, Rural Insurance
Companies (a mutual group), Madison, Wisconsin.
(Photo)
Age: 57
Served as director since: July 1985
Annual Meeting at which current term of office
will expire: 1995
Other information: Mr. Haldeman is a director of Competitive Wisconsin,
Inc., and a member of the Board and Chairman of the Natural Resources
Foundation of Wisconsin, Inc. He is also a member of the Board of
Visitors for the University of Wisconsin-Madison School of Veterinary
Medicine.
Katharine C. Lyall Principal occupation: President, University of
Wisconsin System, Madison, Wisconsin.
Age: 52
(Photo)
Served as director since: October 1986
Annual Meeting at which current term of office
will expire: 1996
Other information: Ms. Lyall has served as President since April 1992 and
prior thereto served as Executive Vice President of the University of
Wisconsin System. Ms. Lyall has been a director of WPLH since February
1994. Ms. Lyall also serves on the Board of Directors of the Kemper
National Insurance Companies and the Carnegie Foundation for the
Advancement of Teaching. She is a member of a variety of professional and
community organizations, including the American Economic Association; the
Association of American Universities (currently serving on the Executive
Committee); the Wisconsin Academy of Sciences, Arts and Letters; the
American Red Cross (Dane County); Competitive Wisconsin, Inc.; and Forward
Wisconsin. In addition to her administrative position, she is a Professor
of Economics at the University of Wisconsin-Madison.
Henry C. Prange Principal occupation: Director and Retired
Chairman of the Board, H. C. Prange Company
(retail stores), Green Bay, Wisconsin.
Age: 66
(Photo)
Served as director since: December 1965
Annual Meeting at which current term of office
will expire: 1996
Other information: Mr. Prange has served as a director of WPLH since
December 1986. He is also a director of the H. C. Prange Company, and is
a past director of Frederick Atkins, Inc.
Henry F. Scheig Principal occupation: Chairman of the Board,
Aid Association for Lutherans (a fraternal
benefit society), Appleton, Wisconsin.
Age: 69
(Photo)
Served as director since: July 1980
Annual Meeting at which current term of office
will expire: 1996
Other information: Mr. Scheig is a director of Aid Association for
Lutherans and a Trustee of AAL Mutual Funds. Mr. Scheig is past President
of the Bay Lakes Council, Boy Scouts of America.
Meetings and Committees of the Board. During 1993, the Board of
Directors had standing Audit, Compensation and Personnel, and Nominating
Committees.
Audit Committee - During 1993, the Audit Committee consisted of all
non-management members of the Board and was chaired by K. C. Lyall. The
committee held two meetings in 1993. Beginning in February 1994, the
committee was reconstituted to consist of L. D. Carley, R. G. Flowers, D.
R. Haldeman, H. F. Scheig, and K. C. Lyall (Chair). The committee
recommends to the shareowners the independent auditors to be appointed;
reviews the reports and comments of the independent auditors; reviews the
activities and reports of the Company's internal audit staff; and, in
response to the reports and comments of both the independent auditors and
internal auditors, recommends to the Board any action which the Audit
Committee considers appropriate.
Compensation and Personnel Committee - During 1993, the Compensation
and Personnel Committee consisted of all directors who are not and have
never been officers, employees, or legal counsel of the Company, and was
chaired by C. T. Toussaint. The committee held five meetings in 1993.
Beginning in February 1994, the committee was reconstituted to consist of
A. M. Nemirow, M. E. Neshek (Chair), H. C. Prange, J. D. Pyle, and C. T.
Toussaint. The committee sets executive compensation policy; reviews the
performance of, and approves salaries for, officers and certain other
management personnel; reviews and recommends to the Board new or changed
employee benefit plans; reviews major provisions of negotiated employment
contracts, if any; and reviews human resource development programs.
Nominating Committee - During 1993, the Nominating Committee
consisted of E. B. Davis, Jr. (Chair), D. E. Haldeman, and C. T.
Toussaint. The committee held one meeting in 1993. Beginning in February
1994, the committee was reconstituted to consist of R. G. Flowers, K. C.
Lyall, A. M. Nemirow (Chair), H. C. Prange, and J. D. Pyle. The
committee's responsibilities include making recommendations to the Board
of Directors for nominees for election to the Board. In making
recommendations of nominees for election to the Board, the Nominating
Committee will consider nominees recommended by shareowners. Any
shareowner wishing to make a recommendation should write the Chief
Executive Officer of the Company, who will forward all recommendations to
the Nominating Committee.
The Board of Directors held eleven meetings during 1993. No
director attended fewer than 85 percent of the aggregate number of
meetings of the Board and committees of the Board on which such director
served.
Arrangements for Compensation of Directors. No fees are paid to
directors who are officers of the Company (presently, Mr. Davis). Non-
employee directors who served only on the Board of the Company received an
annual fee of $24,000. Non-employee directors who served on the Boards of
both the Company and WPLH received an annual fee of $32,800. Travel
expenses are paid for each meeting day attended. All non-employee
directors also received a 25 percent Company matching contribution in WPLH
common stock for limited optional cash purchases of WPLH common stock
through the WPLH Dividend Reinvestment and Stock Purchase Plan. Matching
contributions for calendar year 1993 were as follows: L. David Carley,
$3,751; Donald R. Haldeman, $3,751; Katharine C. Lyall, $3,751; Henry F.
Scheig, $3,751; Carol T. Toussaint, $2,500; and James R. Underkofler,
$394. Mr. Underkofler will retire as a director effective on the date of
the 1994 Annual Meeting of Shareowners.
Director's Charitable Award Program. In 1993, the Company
established the Director's Charitable Award Program. The purpose of the
Program is to recognize the interest of the Company and its directors in
supporting worthy institutions, and to enhance the director benefit
package so that the Company is able to continue to attract and retain
directors of the highest caliber. Under the Program, when a director
dies, the Company will donate a total of $500,000 to a qualifying
charitable organization, or divide such amount between two or more
qualifying organizations, selected by the individual director. The
individual directors derive no financial benefit from the Program. All
deductions for charitable contributions are taken by the Company, and the
donations are funded by the Company through life insurance policies on the
directors. Over the life of the Program, all costs of donations and
premiums on the life insurance policies, including a return of the
Company's cost of funds, will be recovered through the proceeds from life
insurance on the directors. The program, over its life, will not result
in any material cost to the Company.
Director's Life Insurance Program. The Company maintains a split-
dollar Director's Life Insurance Program for non-employee directors which
provides a maximum death benefit of $500,000 to each eligible director.
Under the split-dollar arrangement, directors are provided a death benefit
only and do not have any interest in the cash value of the policies. The
Life Insurance Program is structured to pay a portion of the total death
benefit to the Company to reimburse the Company for all costs of the Life
Insurance Program, including a return on its funds. The Life Insurance
Program, over its life, will not result in any material cost to the
Company.
OWNERSHIP OF VOTING SECURITIES
The Company has two classes of voting securities outstanding, common
stock and preferred stock. WPLH owns 100 percent of the outstanding
common stock of the Company. As of January 31, 1994, no shareowner
beneficially owned more than five percent of any series of the Company's
preferred stock. Listed in the following table are the shares of WPLH
common stock owned as of January 31, 1994, by the executive officers
listed in the Summary Compensation Table and all of the directors of the
Company, as well as the shares owned by directors and officers as a group.
Shares
Name of Beneficially
Beneficial Owner Owned (1)
Executives (2)
William D. Harvey . . . . . . . . . . . . . 4,458(3)
James E. Johnson . . . . . . . . . . . . . . 1,063
Edward F. Killeen . . . . . . . . . . . . . 7,737(3)
Eliot G. Protsch . . . . . . . . . . . . . . 3,419(3)
Director Nominees
Les Aspin . . . . . . . . . . . . . . . . . 0(4)
Erroll B. Davis, Jr. . . . . . . . . . . . . 6,584(3)
Rockne G. Flowers . . . . . . . . . . . . . 5,901
Arnold M. Nemirow . . . . . . . . . . . . . 4,782
Milton E. Neshek . . . . . . . . . . . . . . 7,770
Judith D. Pyle . . . . . . . . . . . . . . . 2,419
Carol T. Toussaint . . . . . . . . . . . . . 6,680
Continuing Directors
L. David Carley . . . . . . . . . . . . . . 2,339
Donald R. Haldeman . . . . . . . . . . . . . 2,205
Katharine C. Lyall . . . . . . . . . . . . . 2,524
Henry C. Prange . . . . . . . . . . . . . . 6,293(3)
Henry F. Scheig . . . . . . . . . . . . . . 3,192
Retiring Director
James R. Underkofler . . . . . . . . . . . . 19,129(5)(6)
All Executives and Directors as a Group
(32 people, including those listed above) . . . 112,879
(1) Total shares of WPLH common stock outstanding as of January 31,
1994 were 30,441,027. All individual executives and directors
owned beneficially less than one percent of the total
outstanding shares. All executives and directors as a group own
beneficially less than one percent of total outstanding shares.
(2) Stock ownership for Mr. Davis is shown with director nominees.
(3) Included in the beneficially owned shares shown are the
following number of shares over which the specified individuals
have shared voting and investment power: Mr. Harvey - 1,365; Mr.
Protsch - 271; Mr. Davis - 3,882; Mr. Killeen - 4,046; and Mr.
Prange - 248.
(4) Mr. Aspin owned no shares of Company stock as of January 31,
1994; however, Mr. Aspin was a shareowner of WPLH when he was
appointed to the Board of Directors of the Company in February
1994. As of March XX, 1994, Mr Aspin owned XXXX shares of WPLH
common stock.
(5) Mr. Underkofler owns 10 shares of Company preferred stock, which
represents less than 1 percent of the class of stock owned. Mr.
Underkofler is the only executive or director who owns preferred
stock.
(6) Mr. Underkofler will retire as a director effective on the date
of the 1994 Annual Meeting of Shareowners.
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth the total
compensation paid by the Company for all services rendered during 1993,
1992, and 1991 to the Chief Executive Officer and the four other most
highly compensated executive officers.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Other Annual All Other
Principal Position Year Salary($) Bonus($)1 Compensation($)2,3 Compensation($)2,4
Erroll B. Davis, Jr. 1993 365,750 115,796 8,979 57,155
President and Chief 1992 350,000 82,914 9,501 59,139
Executive Officer 1991 270,000 0
William D. Harvey 1993 163,846 42,104 4,152 29,119
Senior Vice President 1992 143,991 24,119 4,321 21,692
1991 139,128 0
Eliot G. Protsch 1993 144,748 42,104 2,934 14,122
Senior Vice President 1992 131,162 23,565 3,163 14,974
1991 125,713 0
James E. Johnson 1993 139,169 35,068 6,079 29,641
Senior Vice President 1992 137,383 24,870 8,510 40,326
1991 126,000 0
Edward F. Killeen5 1993 138,386 30,964 8,315 33,964
1992 124,812 16,876 2,242 29,023
1991 113,493 0
<FN>
1 Consists of payments under the Company's Management Incentive Plan,
which is a performance-based compensation plan.
2 In accordance with the rules of the Securities and Exchange
Commission (SEC), the amounts for Other Annual Compensation and All
Other Compensation are first reported for 1992.
3 Consists of income tax gross-ups for reverse split-dollar life
insurance.
4 All Other Compensation for 1993 consists of: vacation buy-back, Mr.
Davis - $8,440, and Mr. Harvey - $5,116; matching contributions to
401(k) plan, Mr. Davis - $5,613, Mr. Harvey - $7,214, Mr. Johnson -
$3,342, Mr. Protsch - $2,066, and Mr. Killeen - $2,076; split-dollar
life insurance premiums, Mr. Davis $28,408, Mr. Harvey - $9,994, Mr.
Johnson - $16,350, Mr. Protsch - $7,254, and Mr. Killeen - $18,281;
reverse split dollar life insurance premiums, Mr. Davis - $14,694,
Mr. Harvey - $6,795, Mr. Johnson -$9,949, Mr. Protsch - $4,802, and
Mr. Killeen - $13,608. The split dollar and reverse split dollar
insurance premiums are calculated using the "foregone interest"
method.
5 Retired on January 1, 1994.
Retirement Plan. Salaried employees (including officers) of the
Company, WPLH, and Heartland Development Corporation are eligible to
participate in the Company's Retirement Plan. All eligible persons whose
compensation is reported in the foregoing Summary Compensation Table
participated in the plan during 1993. Contributions to the plan are
determined actuarially, computed on a single-life, annuity basis, and
cannot be readily calculated as applied to any individual participant or
small group of participants. For purposes of the plan, compensation means
payment for services rendered, including vacation and sick pay, and is
substantially equivalent to salary reported in the foregoing Summary
Compensation Table. Retirement plan benefits depend upon length of plan
service (up to a maximum of 30 years), age at retirement, and amount of
compensation (determined in accordance with the plan) and are reduced by
up to 50 percent of Social Security benefits. Credited years of service
under the plan for covered persons named in the foregoing Summary
Compensation Table are as follows: James E. Johnson, 30 years; Edward F.
Killeen, 17 years; Erroll B. Davis, Jr., 14 years; Eliot G. Protsch, 14
years; and William D. Harvey, 6 years. Assuming retirement at age 65, a
retirement plan participant would be eligible at retirement for a maximum
annual retirement benefit as follows:
Pension Plan Table
Average Annual Benefit After Specified Years in Plan*
Annual 5 10 15 20 25 30
Compensation
$125,000 $10,311 $20,623 $30,934 $41,245 $51,557 $61,868
150,000 12,603 25,206 37,809 50,412 63,015 75,618
200,000 17,186 34,373 51,559 68,745 85,932 103,118
250,000 21,770 43,539 65,309 87,079 108,848 130,618
300,000 26,353 52,709 79,059 105,412 131,765 158,118
350,000 30,936 61,873 92,809 123,745 154,682 185,618
400,000 35,520 71,039 106,559 142,079 177,598 213,118
450,000 40,103 80,206 120,309 160,412 200,515 240,618
<FN>
*(i) Average annual compensation is based upon the average of the
highest 36 consecutive months of compensation; (ii) the Retirement
Plan benefits shown above are net of estimated Social Security
benefits and do not reflect any deduction for other amounts; (iii)
the annual retirement benefits payable are subject to certain maximum
limitations under the Internal Revenue Code (in general, $115,641
for 1993 and $118,800 for 1994 - Payments in excess of these limits
are made from the Unfunded Supplemental Retirement Plan); and (iv)
under the Retirement Plan and a supplemental survivors income plan,
if a Retirement Plan participant dies prior to retirement, the
designated survivor of the participant is entitled to a monthly
income benefit equal to approximately 50 percent (100 percent in the
case of certain executive officers and key management employees) of
the monthly retirement benefit which would have been payable to the
participant under the Retirement Plan if the participant had remained
employed by the Company until eligible for normal retirement.
Unfunded Supplemental Retirement Plan. The Company maintains an
Unfunded Supplemental Retirement Plan which provides funds for payment of
retirement benefits above the limitations on payments from qualified
pension plans in those cases where an employee's retirement benefits
exceed the qualified plan limits. Additionally, the plan provides for
payments of supplemental retirement benefits to employees of Vice
President or higher, who have been granted additional months of service by
the Board of Directors for purposes of computing retirement benefits.
Unfunded Executive Tenure Plan. The Company maintains an Unfunded
Executive Tenure Plan to provide incentive for key executives to remain in
the service of the Company by providing additional compensation which is
payable only if the executive remains with the Company until retirement
(or other termination if approved by the Board of Directors).
Participants in the plan must be designated by the Chief Executive Officer
and approved by the Board. Mr. Davis was the only active participant in
the plan as of December 31, 1993. The plan provides for monthly payments
to a participant after retirement (at or after age 65, or with Board
approval, prior to age 65) for 120 months. The payments will be equal to
25 percent of the participant's highest average salary for any consecutive
36-month period. If a participant dies prior to retirement or before 120
payments have been made, the participant's beneficiary will receive
monthly payments equal to 50 percent of such amount for 120 months in the
case of death before retirement, or if the participant dies after
retirement, 50 percent of such amount for the balance of the 120 months.
Annual benefits of $92,000 would be payable to Mr. Davis upon retirement,
assuming he continues in the Company's service until retirement at the
same salary as was in effect on December 31, 1993.
Report of the Compensation and Personnel Committee on Executive
Compensation. The Company's principal executive compensation objective is
to compensate executive officers in a manner that will attract and retain
the services of an outstanding management team and provide incentives to
motivate superior performance by key employees. In concert with that
objective, the Compensation and Personnel Committee of the Board of
Directors has a three component executive compensation policy: (1) annual
base salary adjustments designed to recognize professional growth and to
adjust for inflationary pressures, (2) annual Management Incentive Plan
awards based on achieving specific corporate performance targets, and (3)
promotional increases related to significant increases in responsibility
and/or disparities with comparable positions in the industry. To assist
the Compensation and Personnel Committee in determining and establishing
appropriate executive compensation policies, the Committee has engaged an
independent consultant to study the executive compensation policies and
practices of the Company and to make recommendations to the Committee. An
outline of the three elements of the current compensation policy follows:
Base Adjustment - Each executive is in a salary grade with a salary
range based on his or her level of experience and responsibility compared
to similar positions within the utility industry, based on the Edison
Electric Institute survey of utility executive compensation, and in the
broader marketplace based on information on general industry executive
compensation provided by Wyatt Data Services. All regular salaried
employees, including officers of the Company, received a base salary
adjustment of from 3.5 to 5.5 percent for calendar year 1993, effective on
January 1, 1993, determined by their current positions in their respective
salary ranges. Those nearer to the lower ends of their respective ranges
received the highest percentage increases.
Management Incentive Plan (MIP) - The goal of the MIP for the Company
is to place a portion of executives' compensation at risk to encourage and
reward continued high level of performance each year. The MIP covers
utility executives, including Mr. Davis' utility responsibilities. The
MIP is based on achieving annual targets in several areas of overall
corporate performance, including profitability, operations and maintenance
expense reductions, capital spending reductions, electric and gas
conservation, maintenance of competitive utility rates, and achievement of
electric service reliability standards.
MIP performance category thresholds were all exceeded, except for the
reliability targets which were affected by unusually severe weather during
1993. The MIP awarded 63% percent of its allowable maximum for 1993.
MIP awards for Mr. Davis can range from 0 to 50 percent of annual
utility salary. MIP awards for other executives range from 0 to 35
percent of annual salary. Awards for 1993 were made to Mr. Davis and to
other top executives as shown in the Summary Compensation Table. MIP
program performance categories, targets, and award levels are reviewed
annually by the Committee.
Chief Executive Officer Compensation - The compensation for Mr.
Davis, President and Chief Executive Officer, reported for 1993 reflects
the application of the policies described above. Mr. Davis also
participates in the other employee benefit plans available to executive
officers.
Policy With Respect to the $1 Million Deduction Limit - Recently
enacted Section 162(m) of the Internal Revenue Code generally limits the
corporate deduction for compensation paid to executive officers named in
the proxy statement to $1 million unless certain requirements are met. The
Committee has carefully considered the impact of this new tax code
provision. At this time, no executives will earn compensation in excess of
the $1 million cap limitation. The Committee, however, will continue to
monitor the impact of Section 162(m).
Compensation and Personnel Committee
Milton E. Neshek (Chair) Judith D. Pyle
Arnold M. Nemirow Carol T. Toussaint
Henry C. Prange
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
The Company's directors, its executive officers and certain other officers
are required to report their ownership of WPLH common stock and the
Company's preferred stock and any changes in that ownership to the SEC.
All required filings in 1993 were properly made in a timely fashion, with
the exception of one purchase of 20 shares of WPLH common stock by Milton
E. Neshek, a director, in April, 1993, which was not reported until June
8, 1993. In making this statement, the Company has relied on
representations of the persons involved and on copies of their reports
provided to the Company.
PROPOSAL # 2:
APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors of the Company
recommends the reappointment of Arthur Andersen & Co., independent public
accountants, as auditors to examine the financial statements of the
Company for 1994. Arthur Andersen & Co. served as auditors for the
Company in 1993. In tabulating the votes for the reappointment of Arthur
Andersen & Co., an abstention has the same effect as a vote against.
Beneficially owned shares not voted (broker nonvotes) have no effect on
vote tabulations. WPLH intends to vote all of its shares of common stock
"FOR" the appointment of Arthur Andersen & Co. as the Company's
independent auditors for 1993, thereby assuring the appointment of Arthur
Andersen & Co.
A representative of Arthur Andersen & Co. will be present at the
meeting and available to make a statement or to respond to questions, as
appropriate.
The Board of Directors recommends a vote "FOR" the reappointment of
Arthur Andersen & Co. Shares of stock represented by executed but
unmarked proxies will be voted "FOR" such reappointment.
PROPOSAL # 3:
PROPOSED AMENDMENTS TO THE RESTATED ARTICLES OF ORGANIZATION
Introduction. The Board of Directors of the Company has unanimously
approved and recommends that the shareowners adopt proposed amendments to
Article III of the Restated Articles of Organization of the Company (the
"Articles"). The proposed amendments, if approved by the shareowners,
would make it possible for the Company to issue shares of preferred stock
with a variable or floating dividend rate. At present, the Company is
only permitted under the Articles to issue preferred stock with a fixed
dividend rate. If approved, the proposed amendments would also (i)
eliminate references in the Articles to shares of the Company's 7.56%
Preferred Stock, 8.48% Preferred Stock and 12% Preferred Stock (all of
which shares have been redeemed by the Company and accordingly
reclassified as authorized but unissued shares of preferred stock without
designation as to series) and eliminate certain provisions governing
redemption premiums on other series of outstanding preferred stock which,
due to the passage of time, are no longer in effect, (ii) consolidate into
a new paragraph of Article III various provisions of the Articles which
set forth the terms of the shares of those series of preferred stock
currently outstanding (without effecting substantive changes to the terms
of such series), and (iii) effect several other clarifying changes as
described in greater detail below.
Pursuant to the Articles, the Company is authorized to issue
3,750,000 shares of preferred stock, without par value, in various series,
provided that the aggregate stated value thereof does not exceed $150
million at any time. As of March 22, 1994, of the 3,750,000 authorized
shares of preferred stock, there was a total of 1,049,225 shares
outstanding, which outstanding shares were divided into seven different
series as follows: 99,970 shares of 4-1/2% Preferred Stock, 74,912 shares of
4.80% Preferred Stock, 64,979 shares of 4.96% Preferred Stock, 29,957
shares of 4.40% Preferred Stock, 29,947 shares of 4.76% Preferred Stock,
599,460 shares of 6.50% Preferred Stock, and 150,000 shares of 6.20%
Preferred Stock. The remaining authorized but unissued shares of
preferred stock (2,700,775 shares) are subject to issuance by the Company
in such series and on such terms as the Articles permit and as the Board
of Directors may deem advisable. The proposed amendments would not change
the number of shares or the aggregate stated value of preferred stock that
the Company is authorized to issue.
The text of the proposed amendments is attached hereto as Appendix A.
Each shareowner is urged to read Appendix A carefully, together with the
summary of certain important aspects of the proposed amendments which
follows. The discussion below is qualified in its entirety by reference
to the full text of the proposed amendments.
Purpose and Effects. The primary purpose of the proposed amendments
is to provide the Company with greater flexibility with respect to its
financing alternatives and to increase the Company's access to financial
markets. If given the ability to issue preferred stock for which the
dividend rate is not fixed, the Company will be better positioned to take
advantage of fluctuations in interest rates and therefore possibly obtain
lower-cost financing. The proceeds from the issuance of variable rate
preferred stock (assuming shareowner approval of the proposed amendments)
would be available for general corporate purposes, including the possible
future redemption of outstanding series of the Company's first mortgage
bonds.
Existing provisions of the Articles relating to the issuance of
preferred stock require that the annual rate of dividend for each series
of preferred stock be fixed (although the rates may vary from series to
series) and that the dividends on all series of preferred stock be paid or
set apart on the same date (on a quarterly basis) and in the same
proportionate amount. The proposed amendments would not affect the timing
of dividend payments on or the dividend periods of shares of preferred
stock with a fixed dividend rate, but would allow the Board of Directors
to establish different dividend periods among series of preferred stock
with variable dividend rates. The proposed amendments would also eliminate
the requirement that dividends be paid or set apart in a proportionate
amount for each share of preferred stock at any time that a dividend is
paid on or set apart for a specific series of preferred stock. In light
of the possibility under the proposed amendments of having dividend
periods which no longer coincide, this change is intended to eliminate the
administrative burden and cost to the Company of having to set apart
dividends during the course of a dividend period for one series of
preferred stock in order to pay the dividend on another series at the
conclusion of such latter series' respective dividend period. The
proposed amendments do provide, however, that no dividend may be paid on
any series of preferred stock unless at the time for such dividend payment
cumulative dividends on all outstanding series of preferred stock for all
then completed dividend periods have been paid or set apart.
Similarly, the current Articles provide that no dividend may be paid
on the Company's common stock (all of which is held by WPLH) unless
cumulative dividends for all past dividend periods and the current period
for all series of preferred stock then outstanding have been paid or set
apart. The proposed amendments would modify this provision so that common
stock dividends could be paid, provided that dividends had been paid or
set apart with respect to all series of outstanding preferred stock for
all then completed dividend periods. This change is intended, as
discussed in a similar context above, to eliminate the burden and cost to
the Company of having to set apart a dividend for a series of preferred
stock during the course of a dividend period for such series.
Under the present Articles, holders of preferred stock are entitled
to elect a majority of the Board of Directors of the Company for so long
as the Company is in default in an amount equal to four full quarterly
dividends on all shares of preferred stock then outstanding. To account
for the issuance of variable rate preferred stock which may have dividend
periods that do not coincide with the quarterly periods of the fixed rate
preferred stock, the proposed amendments would give holders of preferred
stock the right to elect a majority of the directors in the event the
Company was in default on dividends on preferred stock in an amount equal
to the dividend requirement for one year on all then outstanding shares of
preferred stock. For purposes of this provision and elsewhere in the
Articles, the proposed amendments would provide, in the case of variable
rate preferred stock, that the dividend requirement for one year be
calculated by using the dividend rate in effect with respect to each
variable rate series at the time the determination is made.
The proposed amendments would also clarify that shares of any series
of preferred stock which have been redeemed or reacquired by the Company
will have the status of authorized but unissued shares of preferred stock,
without designation as to series, until such shares are once more
designated as part of a particular series by the Board of Directors. The
proposed amendments would similarly clarify the authority of the Board of
Directors to provide, in the resolution creating a new series of preferred
stock, that the shares of such series be entitled to a "no call" period
during which time such shares would not be subject to redemption by the
Company.
The remaining changes effected by the proposed amendments would
conform various provisions of the Articles to provide for the issuance of
variable rate preferred stock.
Vote Required for Adoption of the Amendments. The affirmative vote
of holders of both two-thirds of the voting power of the outstanding
preferred stock entitled to vote thereon, with all series of preferred
stock voting together as a separate class, and a majority of the voting
power of all outstanding shares of preferred stock and common stock of the
Company entitled to vote thereon, will be required to approve the proposed
amendments. Any shares not voted at the annual meeting, whether due to
abstentions, broker nonvotes or otherwise, will have the effect of a vote
against the proposed amendments. WPLH intends to vote all of the
outstanding shares of the Company's common stock for the proposed
amendments.
The Board of Directors recommends that shareowners vote "FOR" the
proposed amendments. Shares of stock represented by executed but unmarked
proxies will be voted "FOR" the proposed amendments.
GENERAL
Voting. The outstanding voting securities of the Company on the
record date stated below consisted of 13,236,601 shares of common stock
(all of which are held by WPLH) and 1,049,225 shares of preferred stock
(issued in various series).
Only shareowners of the Company of record on its books at the close
of business on March 22, 1994, are entitled to vote at the meeting. Each
such shareowner is entitled to vote on each matter submitted to a vote at
the meeting. WPLH, the sole holder of the Company's common stock, has one
vote for each share it holds on the record date. Every holder of
preferred stock has, for each share of preferred stock held by him or her
on the record date, that number of votes (including any fractional vote)
determined by dividing the stated value of such shares by 100.
Shareowners may vote either in person or by duly authorized proxy. The
giving of proxies by shareowners will not affect their right to vote their
shares if they attend the meeting and desire to vote in person. Presence
at the meeting of a shareowner who signed a proxy, however, does not
itself revoke the proxy. A proxy may be revoked by the person giving it,
any time before it is voted, by advising the Secretary of the Company
prior to such voting. A proxy may also be revoked by a shareowner who
duly executes another proxy bearing a later date but prior to the voting.
All shares represented by effective proxies on the enclosed form, received
by the Company, will be voted at the meeting or any adjourned session of
the meeting, all in accordance with the terms of such proxies.
Proposals of Shareowners. Under the rules of the SEC, any shareowner
proposal intended to be presented at the 1995 Annual Meeting of
Shareowners must be received at the principal office of the Company no
later than November 29, 1994, in order to be eligible to be considered for
inclusion in the Company's proxy materials relating to that meeting.
Other Business. The meeting is being held for the purposes set forth
in the notice accompanying this proxy statement. The Board of Directors
of the Company knows of no business to be transacted at the meeting other
than that set forth in the notice. However, if any other business should
properly be presented to the meeting, the proxies will be voted in respect
thereof in accordance with the judgment of the person or persons voting
the proxies.
WISCONSIN POWER AND LIGHT COMPANY
/s/ Erroll B. Davis, Jr.
ERROLL B. DAVIS, JR.
President and Chief Executive Officer
Appendix A
PROPOSED AMENDMENTS TO RESTATED ARTICLES OF ORGANIZATION
Article III as set forth below is marked to reflect changes that
would be effected by the proposed amendments. Additions are in bold type
and deletions have been indicated by overstriking. ** EDGAR Only - Since
bold type and overstriking are not recognized in the EDGAR system,
additions are surrounded by "+" symbols and deletions are set off by "/"
symbols. **
ARTICLE III
(1) The authorized capital stock of the Corporation is Two
Hundred Forty Million Dollars ($240,000,000) and is divided into Three
Million Seven Hundred Fifty Thousand (3,750,000) shares of Preferred Stock
without par value, provided that the aggregate stated value thereof shall
not exceed $150,000,000 at any time, and Eighteen Million (18,000,000)
shares of Common Stock of the par value of $5 per share. All shares of
the authorized Preferred Stock at any time having the status of authorized
and unissued shares may be issued in one or more series, with such stated
values, with such designation or designations and with such terms and
conditions as to redemption (but the redemption price shall be not less
than the stated value), as to rate of dividend +(which may be fixed or
variable) and frequency of dividend payment,+ and as to sinking fund
provisions (if any) for the redemption or purchase of shares, applicable
to the shares of each series as may be determined and fixed by the Board
of Directors of the Corporation in the resolution authorizing the issue of
such shares. Shares of any series of Preferred Stock may not be issued
for a consideration less than the stated value thereof. /Each share of the
Corporation's 4-1/2% Preferred Stock, 4.80% Preferred Stock, 4.96%
Preferred Stock, 4.40% Preferred Stock, 4.76% Preferred Stock, 8.48%
Preferred Stock, 7.56% Preferred Stock and 12% Preferred Stock now
outstanding shall have a stated value of $100./
(2) The holders of the Preferred Stock from time to time
outstanding shall be entitled to receive, in respect of each share held,
dividends upon the stated value thereof at the /annual/ rate specified /in
the designation of/ +for+ such share, payable quarter-yearly/,/ +in the
case of a share of Preferred Stock with a fixed rate of dividend or
payable as specified by the Board of Directors in the resolution
authorizing the issue of such shares in the case of a share of Preferred
Stock with a variable rate of dividend, in either case+ when and as
declared by the Board of Directors, out of the surplus or net profits of
the Corporation. Such dividends shall be cumulative from and including
the first day of the dividend period in which such share shall have been
originally issued; and shall +for any completed dividend period+ be paid,
or declared and set apart for payment, before any dividends shall be
declared or paid on or set apart for the Common Stock, so that if for any
+completed+ /past/ dividend period /or the current dividend period/
dividends on the Preferred Stock shall not have been paid, or declared and
set apart for payment, the deficiency shall be fully paid or declared and
funds set apart for the payment thereof before any dividends shall be
declared or paid on or set apart for the Common Stock. The holders of
/the/ +shares of any series of+ Preferred Stock shall not be entitled to
receive any dividends thereon except dividends at the /annual/ rate
/hereinbefore/ provided +by the Board of Directors in the resolution
authorizing the issue of such shares+. The term "dividend period", as
used herein, refers to +either+ each period of three consecutive calendar
months ending, respectively, February 28, May 31, August 31 and
November 30 in each year +in the case of a series of Preferred Stock
having a fixed rate of dividend or, in the case of a series of Preferred
Stock having a variable rate of dividend, such period as shall be
specified by the Board of Directors of the Corporation in the resolution
authorizing the issue of shares of such series+. /No dividend shall at
any time be paid on or set apart for any share unless at the same time
there shall be paid on or set apart for all shares of Preferred Stock then
outstanding dividends in such amount that the holders of all shares of
Preferred Stock shall receive or have set apart for them a uniform
percentage of the full annual dividend to which they are, respectively,
entitled./ All shares of Preferred Stock, regardless of designation,
shall constitute one class of stock and, excepting only as to the stated
values thereof, the /rates of dividends payable/ +dividend+ rates
+(whether fixed or variable)+ /of/ +and the frequency of+ dividend/s
payable/ +payments+ thereon, the price at which, and the terms and
conditions on which, shares may be redeemed and sinking fund provisions
for the redemption or purchase of shares, shall be of equal rank and
confer equal rights upon the holders thereof. /All shares Preferred Stock
of the same stated value per share at any time outstanding which bear the
same dividend rate shall constitute one series of Preferred Stock and all
shares of any one series of Preferred Stock shall be alike in all
respects./ +No dividend shall be paid on any series of Preferred Stock
for a dividend period at the conclusion of such period unless at that time
all cumulative dividends upon the Preferred Stock of all series then
outstanding for all completed dividend periods shall have been paid or
declared and set apart for payment.+ When full cumulative dividends as
aforesaid upon the Preferred Stock of all series then outstanding for all
+completed+ /past/ dividend periods /and for the current dividend period/
shall have been paid or declared and set apart for payment, the Board of
Directors may declare dividends on the Common Stock of the Corporation,
subject to the restrictions hereinafter contained.
(3) In the event of the liquidation, dissolution or winding up,
whether voluntary or involuntary, of the Corporation, the holders of the
Preferred Stock shall be entitled to be paid in full, out of the net
assets of the Corporation, the stated value of their shares and, to the
extent that there may be profits properly applicable thereto (whether
capitalized or not), the unpaid dividends accrued thereon before any
amount shall be paid out of such assets to the holders of the Common
Stock. After such payment in full to the holders of the Preferred Stock,
the remaining assets shall be divided among and paid to the holders of the
Common Stock.
(4) /(a)/ The Corporation, on the sole authority of its Board
of Directors, shall have the right +(subject to the specific terms of any
series of Preferred Stock as fixed by the Board of Directors)+ at any time
or from time to time to redeem and retire all or part of the Preferred
Stock or all or part of the shares of one or more series of Preferred
Stock upon and by the payment to the holders of the shares to be redeemed,
or upon or by setting aside, as hereinafter provided, for the benefit of
such holders, the stated value of each share to be redeemed, together with
all unpaid accrued dividends thereon, and, in addition thereto, /a/ +the+
premium /as follows: for each share of 4-1/2% Preferred Stock, a premium
of $7; for each share of 4.80% Preferred Stock, a premium of $1; for each
share of 4.96% Preferred Stock, a premium of $1; for each share of 4.40%
Preferred Stock, a premium of $4.50; for each share of 4.76% Preferred
Stock, a premium of $1; for each share of 8.48% Preferred Stock, a premium
of $6 to and including June 30, 1981, a premium of $3 if redeemed after
June 30, 1981 and to and including June 30, 1986, and thereafter a premium
of $1; for each share of 7.56% Preferred Stock, a premium of $8.56 to and
including May 31, 1978; a premium of $6.04 if redeemed after May 31, 1978
and to and including May 31, 1983, a premium of $3.52 if redeemed after
May 31, 1983 and to and including May 31, 1988, and thereafter a premium
of $1, provided, that none of the 7.56% Preferred Stock may be redeemed
prior to June 1, 1978, if such redemption is for the purpose of refunding
or is in anticipation of the refunding of such 7.56% Preferred Stock
through the issuance of any shares of Preferred Stock or of any other
stock ranking prior to or on a parity with Preferred Stock, if such shares
have a dividend cost to the Corporation of less than 7.539% per annum; for
each share of 12% Preferred Stock, a premium of $18 if redeemed after
August 31, 1979 and to and including August 31, 1984, $5 if redeemed after
August 31, 1984 and to and including August 31, 1989, and thereafter a
premium of $1, provided that none of the shares of 12% Preferred Stock may
be redeemed at the option of the Corporation (except for purposes of
satisfying the sinking fund relating to the shares of 12% Preferred Stock)
prior to September 1, 1979; and for each share of any other series, the
premium/ +(if any)+ fixed for the shares of such series; provided,
however, that not less than thirty (30) days previous to the date fixed
for redemption, notice of the intention of the Corporation to redeem such
stock, specifying the stock to be redeemed and the date and place of
redemption, (i) shall be published in a newspaper of general circulation
published in the City of Madison, Wisconsin, and also in a newspaper of
general circulation published in the City of Chicago, Illinois, and in a
newspaper of general circulation published in the City of New York, New
York, and (ii) shall be deposited in a United States post office or mail
box at any place in the United States addressed to each holder of record
of the shares to be redeemed at his address as the same appears upon the
records of the Corporation; but in mailing such notice unintentional
omissions or errors in names or addresses shall not impair the validity of
the notice of redemption. In every case of the redemption of less than
all of the outstanding shares of any one series of Preferred Stock, the
shares of such series to be redeemed shall be chosen by lot or in such
other manner as may be prescribed by resolution of the Board of Directors.
The Corporation may deposit, with a bank or trust company, which shall be
named in the notice of redemption, shall be located in the City of
Milwaukee, Wisconsin, or in Chicago, Illinois, or in New York, New York,
and shall then have capital, surplus and undivided profits of at least
$1,000,000, the aggregate redemption price of the shares to be redeemed,
in trust for the payment on or before the redemption date to or upon the
order of the holders of such shares, upon surrender of the certificates
for such shares. Such deposit in trust may, at the option of the
Corporation, be upon terms whereby in case the holder of any shares of
Preferred Stock called for redemption shall not, within ten years after
the date fixed for redemption of such shares, claim the amount on deposit
with any bank or trust company for the payment of the redemption price of
said shares, such bank or trust company shall on demand pay to or upon the
written order of the Corporation or its successor the amount so deposited
and thereupon such bank or trust company shall be released from any and
all further liability with respect to the payment of such redemption price
and the holder of said shares shall be entitled to look only to the
Corporation or its successor for the payment thereof. Upon the giving of
notice of redemption and upon the deposit of the redemption price, as
aforesaid, or, if no such deposit is made, upon the redemption date
(unless the Corporation defaults in making payment of the redemption price
as set forth in such notice), such holders shall cease to be stockholders
with respect to said shares, and from and after the making of said deposit
and the giving of said notice, or, if no such deposit is made, after the
redemption date (the Corporation not having defaulted in making payment of
the redemption price as set forth in such notice), said shares shall no
longer be transferable on the books of the Corporation, and the said
holders shall have no interest in or claim against the Corporation with
respect to said shares, but shall be entitled only to receive said moneys
on the date fixed for redemption as aforesaid from said bank or trust
company, or from the Corporation, without interest thereon, upon surrender
of the certificates as aforesaid.
The term "accrued dividends" shall be deemed to mean, in respect
of any share of the Preferred Stock as of any given date, the amount of
dividends payable on such share, computed, at the /annual/ dividend rate
+(which may be+ fixed +or variable)+ for such share, from the date on
which dividends thereon became cumulative to and including such given
date, less the aggregate amount of all dividends which have been paid or
which have been declared and set apart for payment on such share.
Accumulations of dividends shall not bear interest.
Nothing herein contained shall limit any legal right of the
Corporation to purchase any shares of the Preferred Stock.
/(b) Shares of the 12% Preferred Stock shall be redeemable at
the option of the Corporation, from time to time on or after September 1,
1978, for purposes of satisfying the sinking fund for shares of the 12%
Preferred Stock, upon the notice and in the manner and with the effect
hereinabove provided, at a price equal to $100 per share plus accrued
dividends to the date of redemption; provided that no more than 15,000
shares of 12% Preferred Stock shall be redeemable in any 12-month period
ending August 31 in each year for purposes of satisfying such sinking fund
and all shares redeemed in any such 12-month period shall be cancelled and
retired and applied to the sinking fund for such period. Every notice of
redemption of shares of 12% Preferred Stock pursuant to this grammatical
paragraph shall state that the shares called for redemption are being
redeemed in satisfaction of such sinking fund./
/During each 12-month period ending August 31 in each year, beginning in
1979, as and for a sinking fund for the shares of 12% Preferred Stock,
the Corporation shall, subject to the restrictions contained in this
grammatical paragraph, redeem and retire 7,500 shares of 12% Preferred
Stock (being 5% of the number of shares of 12% Preferred Stock originally
issued) at the sinking fund redemption price of $100 per share plus
accrued dividends to the date of redemption (such required redemptions
being hereinafter referred to as the "sinking fund requirement for the 12%
Preferred Stock"). The sinking fund requirement for the 12% Preferred
Stock shall be cumulative so that if the Corporation shall fail to satisfy
in full the sinking fund requirement for the 12% Preferred Stock in any
such 12-month period, the amount of the deficiency shall be added to the
sinking fund requirement for the 12% Preferred Stock for succeeding
12-month periods until such deficiency shall be made good. Such deficiency
shall be made good as soon as practicable. In the event the Corporation
should be in arrears in the sinking fund requirement for the 12% Preferred
Stock for any such 12-month period or periods (whether or not for a reason
set forth in the penultimate sentence of this grammatical paragraph), and
so long as the Corporation shall remain in arrears in such requirement,
the Corporation may not purchase, redeem or pay dividends on any of its
stock ranking junior to the shares of 12% Preferred Stock. The Corporation
may satisfy the whole or any part of the sinking fund requirement for the
12% Preferred Stock for any such 12-month period by canceling and
retiring, prior to the end of such 12-month period, shares of 12%
Preferred Stock purchased by the Corporation or shares of 12% Preferred
Stock redeemed by the Corporation otherwise than pursuant to the
immediately preceding grammatical paragraph. The Corporation may redeemed
through the sinking fund during any such 12-month period not more than
7,500 additional shares of the shares of 12% Preferred Stock. The
application of such additional shares so redeemed to the sinking fund
requirement for the 12% Preferred Stock will not reduce the sinking fund
requirement for the 12% Preferred Stock in any subsequent 12-month period,
and the right of the Corporation to apply such additional shares to the
sinking fund requirement for the 12% Preferred Stock will not be
cumulative. All shares of 12% Preferred Stock redeemed or purchased,
including those applied to meet the sinking fund requirement for the 12%
Preferred Stock, shall be cancelled and retired and shall become
authorized but unissued shares of Preferred Stock but may not be reissued
as shares of 12% Preferred Stock. No shares of 12% Preferred Stock shall
be redeemed to satisfy the sinking fund unless, at the date such shares
are called for redemption, full dividends on all shares of the Preferred
Stock of the Corporation for all prior periods shall have been paid or
declared and set apart for payment. Nothing contained in this grammatical
paragraph shall be deemed to require the Corporation to redeem or purchase
shares of 12% Preferred Stock at a time when it may not legally do so./
/Whenever less than all of the shares of 12% Preferred Stock are to be
called for redemption, the shares to be redeemed shall be selected by lot
or in such impartial manner as the Board of Directors of the Corporation
may determine./
+Any shares of any series of Preferred Stock which shall at any
time have been redeemed or otherwise reacquired by the Corporation shall,
after such redemption or reacquisition, have the status of authorized but
unissued shares of Preferred Stock of the Corporation, without designation
as to series, until such shares are once more designated as part of a
particular series by the Board of Directors of the Corporation.+
(5) So long as any shares of Preferred Stock of any series are
outstanding, the Corporation shall not, without the affirmative vote of
the record holders of shares of Preferred Stock of all series at the time
outstanding, voting separately as one class, having in the aggregate a
number of votes, calculated as provided in Paragraph (8)(a) hereof, at
least equal to two-thirds of the total number of votes, as so calculated,
possessed by all such holders:
(a) Amend the provisions of the Restated Articles of
Organization so as to create or authorize any stock ranking prior in
any respect to the Preferred Stock; or issue any such stock; or
(b) Change, by amendment to the Restated Articles of
Organization, or otherwise, the terms and provisions of the Preferred
Stock so as to affect adversely the rights and preferences of the
holders thereof; provided, however, that if any such change will
affect adversely the holders of one or more, but less than all, of
the series of Preferred Stock at the time outstanding, there shall be
required the vote only of the holders of the series so adversely
affected at the time outstanding having in the aggregate a number of
votes, calculated as provided in Paragraph (8)(a) hereof, at least
equal to two-thirds of the total number of votes, as so calculated,
possessed by all such holders of such series; or
(c) Issue any shares of the Preferred Stock or shares of
any stock ranking on a parity with the Preferred Stock, other than in
exchange for, or for the purpose of effecting the redemption or other
retirement of, shares of Preferred Stock, or shares of any stock
ranking on a parity therewith, at the time outstanding, having an
aggregate amount of par value and/or stated value of not less than
the aggregate amount of par value /of/ +or+ stated value of the
shares to be issued, unless:
(A) The gross income (determined in accordance with
accepted accounting principles) of the Corporation available for
the payment of interest charges shall, for a period of twelve
consecutive calendar months within the fifteen calendar months
next preceding the issue of such shares, have been at least one
and one-half (1-1/2) times the sum of (i) the interest for one year
on all funded indebtedness, and notes payable of the Corporation
maturing more than twelve months after the date of issue of such
shares, which shall be outstanding at the date of the issue of
said shares, and (ii) an amount equal to the dividend
requirement for one year on all shares of the Preferred Stock of
all series and on all other shares of stock, if any, ranking
prior to or on a parity with the Preferred Stock, which shall be
outstanding after the issue of the shares proposed to be
issued+, provided that, in the case of any shares of Preferred
Stock which do not have a fixed rate of dividend, the dividend
requirement for one year shall be calculated by using the rate
of dividend in effect with respect to such shares at the time of
such determination+; and
(B) The capital represented by the Common Stock and
the surplus accounts of the Corporation shall be not less than
the aggregate amount payable on the involuntary dissolution,
liquidation or winding up of the Corporation, in respect of all
shares of Preferred Stock and all shares of stock, if any,
ranking prior thereto, or on a parity therewith, which shall be
outstanding after the issue of the shares proposed to be issued.
No consent of the holders of Preferred Stock shall be required
in respect of any transaction enumerated in this Paragraph (5) if at or
prior to the time when such transaction is to take effect provision is
made for the redemption or other retirement of all shares of Preferred
Stock at the time outstanding, the consent of which would otherwise be
required hereunder.
(6) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the affirmative vote of
the record holders of shares of Preferred Stock of all series then
outstanding having in the aggregate a number of votes, calculated as
provided in Paragraph (8)(a) hereof, at least equal to a majority of the
total number of votes, as so calculated, possessed by all such holders.
(a) Issue or assume any unsecured indebtedness (as
hereinafter defined) for any purpose other than the refunding of
secured or unsecured indebtedness, theretofore created or assumed by
the Corporation and then outstanding, or the retiring, by redemption
or otherwise, of shares of the Preferred Stock or shares of any stock
ranking prior thereto or on a parity therewith, if immediately after
such issue or assumption the total principal amount of all unsecured
indebtedness issued or assumed by the Corporation and then
outstanding would exceed twenty per centum (20%) of the aggregate of
(i) the total principal amount of all bonds or other securities
representing secured indebtedness issued or assumed by the
Corporation and then outstanding, and (ii) the total of the capital
and surplus of the Corporation, as then recorded on its books; or
(b) Merge or consolidate with any other corporation or
corporations or sell all or substantially all of the assets of the
Corporation unless such merger, consolidation or sale or the issue or
assumption of all securities to be issued or assumed in connection
therewith shall have been ordered, approved or permitted by the
Securities and Exchange Commission under the Public Utility Holding
Company Act of 1935, or by any successor commission or regulatory
authority of the United States of America then having jurisdiction in
the premises.
No consent of the holders of the Preferred Stock shall be
required, however, if at or prior to the issue of any unsecured
indebtedness, or such consolidation, merger or sale, provision is made for
the redemption or other retirement of all shares of Preferred Stock then
outstanding.
"Unsecured indebtedness" as that term is used in this Paragraph
(6) shall mean all unsecured notes, debentures or other securities
representing unsecured indebtedness (whether having a single maturity,
serial maturities or sinking fund or other similar periodic principal or
debt retirement payment provisions) which has a final maturity date,
determined as of the date of issuance or assumption by the Corporation, of
less than three years.
No provision contained in this Paragraph (6), or in Paragraph
(5) of this Article III, is intended or shall be construed to relieve the
Corporation from compliance with any applicable statutory provision
requiring the vote or consent of a greater number of the holders of the
outstanding shares of the Preferred Stock.
(7) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not pay any dividends on its Common
Stock (other than dividends payable in Common Stock) or make any
distribution on or purchase or otherwise acquire for value any of its
Common Stock (each such payment, distribution, purchase and/or acquisition
being herein referred to as a "common stock dividend"), except to the
extent permitted by the following provisions of this Paragraph (7):
(a) No common stock dividend shall be declared or paid in
an amount which, together with all other common stock dividends
declared in the year ending with (and including) the date of the
declaration of such common stock dividend, would in the aggregate
exceed fifty per centum (50%) of the net income of the Corporation
available for dividends on its Common Stock for the twelve
consecutive calendar months ending on the last day of the calendar
month next preceding the declaration of such common stock dividend,
if at the end of such calendar month (next preceding the date of the
declaration of such common stock dividend) the ratio (herein referred
to as the "capitalization ratio") of the Common Stock Equity (as
hereinafter defined) of the Corporation, to the total capital (as
hereinafter defined) of the Corporation shall be less than twenty per
centum (20%).
(b) If such capitalization ratio, determined as aforesaid,
shall be twenty per centum (20%) or more, but less than twenty-five
per centum (25%), no common stock dividend shall be declared or paid
in an amount which, together with all other common stock dividends
declared in the year ending on (and including) the date of the
declaration of such common stock dividend, would exceed seventy-five
per centum (75%) of the net income of the Corporation available for
dividends on its Common Stock for the twelve consecutive calendar
months ending on the last day of the calendar month next preceding
the declaration of such common stock dividend.
(c) If such capitalization ratio, determined as aforesaid,
shall be in excess of twenty-five per centum (25%), no common stock
dividend shall be declared or paid which would reduce such
capitalization ratio to less than twenty-five per centum (25%) except
to the extent permitted by the next preceding paragraphs (a) and (b)
hereof.
"Common Stock Equity" as that term is used in this Paragraph (7)
shall consist of the sum of (1) the capital represented by the issued and
outstanding shares of Common Stock (including premiums on common stock)
and (2) the surplus accounts of the Corporation, less (i) any known, or
estimated if not known, excess of the value, as recorded on the
Corporation's books, over the original cost, of used and useful utility
plant and other property, unless such excess is being amortized, or
provided for by reserves, and (ii) any excess of the aggregate amount
payable on the involuntary dissolution, liquidation or winding up of the
Corporation, in respect of all its outstanding shares of preferred stock
over the aggregate par value of, or stated value represented by, such
preferred shares unless such excess is being amortized, or provided for by
reserves, and (iii) any items such as debt discount, premium and expense,
capital stock discount and expense and similar items, classified as assets
on the balance sheet of the Corporation, unless such items are being
amortized, or provided for by reserves. The "total capital of the
Corporation" shall consist of the sum of (i) the principal amount of all
outstanding indebtedness of the Corporation maturing one year or more
after the date of the issue thereof and (ii) the par or stated value of
all outstanding capital stock (including premiums on capital stock) of all
classes of the Corporation, and (iii) the surplus accounts of the
Corporation. All indebtedness and capital stock owned by the Corporation
shall be excluded in determining total capital. Surplus accounts used in
computing capitalization ratios shall be adjusted to eliminate all
amounts, if any, restricted by the provisions of any indenture, or
supplements thereto, securing bonds of the Corporation and to reflect
payment of the proposed Common Stock dividend. In computing, for the
purposes of this Paragraph (7), the "net income of the Corporation
available for dividends on its Common Stock" for any period of twelve
consecutive calendar months, there shall be deducted from such net income
an amount equal to the annual charge made by the Corporation in such
period for the amortization of Plant Acquisition Adjustments Account.
Purchases or other acquisitions of Common Stock shall be deemed, for the
purposes of this Paragraph (7), to have been declared as of the date on
which such purchases or acquisitions are consummated.
(8) (a) Every record holder of outstanding shares of Common
Stock and every record holder of outstanding shares of Preferred
Stock shall be entitled to vote in respect of the election of
directors and upon all other matters, except as otherwise provided in
this Paragraph (8) and except as otherwise provided in Paragraphs (5)
and (6) of this Article III. Every holder of Common Stock at any
time entitled to vote shall have one vote for each share held by him.
Every holder of Preferred Stock at any time entitled to vote shall
have, for each share of Preferred Stock held by him, that number of
votes (including any fractional vote) determined by dividing the
stated value of such share by 100.
(b) If and when dividends, payable on the Preferred Stock,
shall be in default in an amount equivalent to /four full quarter-
yearly dividends/ +the dividend requirement for one year+ on all
shares of Preferred Stock then outstanding +(provided that, in the
case of any shares of Preferred Stock which do not have a fixed rate
of dividend, the dividend requirement for one year shall be
calculated by using the rate of dividend in effect with respect to
such shares at the time of such determination)+ and until all
dividends then in default on the Preferred Stock shall have been
paid, the record holders of the shares of Preferred Stock, voting
separately as one class, shall be entitled, at each meeting of the
shareholders at which directors are elected, to elect the smallest
number of directors necessary to constitute a majority of the full
Board of Directors, and the record holders of the shares of Common
Stock, voting separately as a class, shall be entitled at any such
meeting to elect the remaining directors of the Corporation. The
term of office of each director of the Corporation shall terminate
upon the election of his successor. At each election of directors by
a class vote pursuant to the provisions of this paragraph, the class
first electing the directors which it is entitled to elect shall name
the directors who are to be succeeded by the directors then elected
by such class, whereupon the term of office of the directors so named
shall terminate. The term of office of the directors not so named
shall terminate upon the election by the other class of the directors
which it is entitled to elect.
(c) If and when all dividends then in default on the
Preferred Stock then outstanding shall be paid, the holders of the
shares of the Preferred Stock shall thereupon be divested of the
special right with respect to the election of directors provided in
subparagraph (b) of this Paragraph (8), and the voting power of
holders of shares of the Preferred Stock and the Common Stock shall
revert to the status existing before the occurrence of such default,
but always subject to the same provisions for vesting such special
right in the Preferred Stock in case of further like default or
defaults in dividends thereon. Dividends shall be deemed to have
been paid, as that term is used in subparagraph (c) of this Paragraph
(8), whenever such dividends shall have been declared and paid, or
declared and provision made for the payment thereof, or whenever
there shall be surplus and net profits of the Corporation legally
available for the payment thereof which shall have accrued since the
date of the default giving rise to such special voting right.
(d) In case of any vacancy in the Board of Directors
occurring among the directors elected by the holders of the shares of
the Preferred Stock, as a class, pursuant to subparagraph (b) of this
Paragraph (8), the holders of the shares of the Preferred Stock then
outstanding and entitled to vote may elect a successor to hold office
for the unexpired term of the director whose place shall be vacant.
In case of a vacancy in the Board of Directors occurring among the
directors elected by the holders of the shares of the Common Stock,
as a class, pursuant to subparagraph (b) of this Paragraph (8), the
holders of the shares of the Common Stock then outstanding and
entitled to vote may elect a successor to hold office for the
unexpired term of the director whose place shall be vacant. In all
other cases, any vacancy occurring among the directors shall be
filled in the manner provided in Article IV of these Restated
Articles of Organization.
(e) Whenever the holders of the shares of the Preferred
Stock, as a class, become entitled to elect directors of the
Corporation pursuant to subparagraph (b) or (d) of this Paragraph
(8), or whenever the holders of the shares of the Common Stock, as a
class, become entitled to elect directors of the Corporation pursuant
to subparagraph (b) or (d) of this Paragraph (8), a special meeting
of the holders of the shares of the Preferred Stock or of the holders
of the shares of the Common Stock, as the case may be, for the
election of such directors, shall be held at any time thereafter upon
call by the holders of not less than 1,000 shares of the Common Stock
or by the holders of shares of the Preferred Stock having an
aggregate stated value of not less than $100,000, as the case may be,
or upon call by the Secretary of the Corporation at the request in
writing of any stockholder addressed to him at the principal office
of the Corporation. If no such special meeting be called or be
requested to be called, the election of the directors to be elected
by the holders of the shares of the Preferred Stock, voting as a
class, and of those to be elected by the holders of the shares of the
Common Stock, voting as a class, shall take place at the next annual
meeting of the stockholders of the Corporation next succeeding the
accrual of such special voting right. At all meetings of
stockholders at which directors are elected during such times as the
holders of shares of the Preferred Stock shall have the special
right, voting separately as one class, to elect directors pursuant to
subparagraph (b) of this Paragraph (8), the presence in person or by
proxy of the holders of a majority of the outstanding shares of the
Common Stock shall be required to constitute a quorum of such class
for the election of directors, and the presence in person or by proxy
of the holders of that number of the outstanding shares of all series
of the Preferred Stock having a majority of the total number of votes
possessed by all holders of Preferred Stock entitled to vote at such
meeting shall be required to constitute a quorum of such class for
the election of directors; provided, however, that the absence of a
quorum of the holders of stock of either such class shall not prevent
the election at any such meeting or adjournment thereof of directors
by the other such class if the necessary quorum of the holders of
stock of such class is present in person or by proxy at such meeting;
and provided further that in the absence of a quorum of the holders
of stock of either such class, the holders of the stock of such class
who are present in person or by proxy shall have power upon the
majority vote of those votes represented at the meeting to adjourn
the election of the directors to be elected by such class from time
to time without notice other than announcement at the meeting until
the requisite number of votes of such class shall be represented by
stockholders present in person or by proxy.
(f) Except when some mandatory provision of law shall be
controlling, no particular series of the Preferred Stock shall be
entitled to vote as a separate series or class on any matter and all
shares of the Preferred Stock of all series shall be deemed to
constitute but one class for any purpose for which a vote of the
stockholders of the Corporation by classes may now or hereafter be
required.
+(9) Upon the completion of any necessary filings relating to a
resolution adopted by the Board of Directors of the Corporation
authorizing the issue of shares of a new series of Preferred Stock
pursuant to Paragraph (1) hereof, the terms of the new series as adopted
therein, which shall constitute an amendment of these Restated Articles of
Organization, shall be deemed to be an additional subparagraph to this
Paragraph (9), and may be so certified by any officer of the Corporation
or by any public official whose duty it may be to certify copies of these
Restated Articles of Organization or amendments thereto.
(a) 4-1/2% Preferred Stock
(A) Designation and Amount. The Corporation is
authorized to issue a series of Preferred Stock, which is hereby
designated as "4-1/2% Preferred Stock." The number of shares of
4-1/2% Preferred Stock shall be limited to 100,000. The stated
value of the 4-1/2% Preferred Stock shall be $100 per share.
(B) Rate of Dividend. The rate of dividend
applicable to each of the shares of 4-1/2% Preferred Stock shall be
4-1/2% per annum on the stated value thereof.
(C) Redemption. The shares of 4-1/2% Preferred Stock
shall be subject to redemption at the option of the Board of
Directors of the Corporation, in whole at any time or in part
from time to time, upon the notice and in the manner and with
the effect provided in these Restated Articles of Organization
at the stated value per share, together with unpaid accrued
dividends to the date of redemption, and, in addition thereto, a
premium of $7 per share. All shares of 4-1/2% Preferred Stock
which shall at any time have been redeemed or otherwise
reacquired by the Corporation shall, after such redemption or
reacquisition, have the status of authorized but unissued shares
of Preferred Stock of the Corporation, without designation as to
series, until such shares are once more designated as part of a
particular series by the Board of Directors of the Corporation.
(D) No Sinking Fund. Shares of 4-1/2% Preferred Stock
shall not be entitled to any sinking fund.
(E) Other Terms. Shares of 4-1/2% Preferred Stock shall
be subject to the other terms, provisions and restrictions set
forth in these Restated Articles of Organization with respect to
the shares of Preferred Stock of the Corporation.
(b) 4.80% Preferred Stock
(A) Designation and Amount. The Corporation is
authorized to issue a series of Preferred Stock, which is hereby
designated as "4.80% Preferred Stock." The number of shares of
4.80% Preferred Stock shall be limited to 75,000. The stated
value of the 4.80% Preferred Stock shall be $100 per share.
(B) Rate of Dividend. The rate of dividend
applicable to each of the shares of 4.80% Preferred Stock shall
be 4.80% per annum on the stated value thereof.
(C) Redemption. The shares of 4.80% Preferred Stock
shall be subject to redemption at the option of the Board of
Directors of the Corporation, in whole at any time or in part
from time to time, upon the notice and in the manner and with
the effect provided in these Restated Articles of Organization
at the stated value per share, together with unpaid accrued
dividends to the date of redemption, and, in addition thereto, a
premium of $1 per share. All shares of 4.80% Preferred Stock
which shall at any time have been redeemed or otherwise
reacquired by the Corporation shall, after such redemption or
reacquisition, have the status of authorized but unissued shares
of Preferred Stock of the Corporation, without designation as to
series, until such shares are once more designated as part of a
particular series by the Board of Directors of the Corporation.
(D) No Sinking Fund. Shares of 4.80% Preferred Stock
shall not be entitled to any sinking fund.
(E) Other Terms. Shares of 4.80% Preferred Stock
shall be subject to the other terms, provisions and restrictions
set forth in these Restated Articles of Organization with
respect to the shares of Preferred Stock of the Corporation.
(c) 4.96% Preferred Stock
(A) Designation and Amount. The Corporation is
authorized to issue a series of Preferred Stock, which is hereby
designated as "4.96% Preferred Stock." The number of shares of
4.96% Preferred Stock shall be limited to 65,000. The stated
value of the 4.96% Preferred Stock shall be $100 per share.
(B) Rate of Dividend. The rate of dividend
applicable to each of the shares of 4.96% Preferred Stock shall
be 4.96% per annum on the stated value thereof.
(C) Redemption. The shares of 4.96% Preferred Stock
shall be subject to redemption at the option of the Board of
Directors of the Corporation, in whole at any time or in part
from time to time, upon the notice and in the manner and with
the effect provided in these Restated Articles of Organization
at the stated value per share, together with unpaid accrued
dividends to the date of redemption, and, in addition thereto, a
premium of $1 per share. All shares of 4.96% Preferred Stock
which shall at any time have been redeemed or otherwise
reacquired by the Corporation shall, after such redemption or
reacquisition, have the status of authorized but unissued shares
of Preferred Stock of the Corporation, without designation as to
series, until such shares are once more designated as part of a
particular series by the Board of Directors of the Corporation.
(D) No Sinking Fund. Shares of 4.96% Preferred Stock
shall not be entitled to any sinking fund.
(E) Other Terms. Shares of 4.96% Preferred Stock
shall be subject to the other terms, provisions and restrictions
set forth in these Restated Articles of Organization with
respect to the shares of Preferred Stock of the Corporation.
(d) 4.40% Preferred Stock
(A) Designation and Amount. The Corporation is
authorized to issue a series of Preferred Stock, which is hereby
designated as "4.40% Preferred Stock." The number of shares of
4.40% Preferred Stock shall be limited to 30,000. The stated
value of the 4.40% Preferred Stock shall be $100 per share.
(B) Rate of Dividend. The rate of dividend
applicable to each of the shares of 4.40% Preferred Stock shall
be 4.40% per annum on the stated value thereof.
(C) Redemption. The shares of 4.40% Preferred Stock
shall be subject to redemption at the option of the Board of
Directors of the Corporation, in whole at any time or in part
from time to time, upon the notice and in the manner and with
the effect provided in these Restated Articles of Organization
at the stated value per share, together with unpaid accrued
dividends to the date of redemption, and, in addition thereto, a
premium of $4.50 per share. All shares of 4.40% Preferred Stock
which shall at any time have been redeemed or otherwise
reacquired by the Corporation shall, after such redemption or
reacquisition, have the status of authorized but unissued shares
of Preferred Stock of the Corporation, without designation as to
series, until such shares are once more designated as part of a
particular series by the Board of Directors of the Corporation.
(D) No Sinking Fund. Shares of 4.40% Preferred Stock
shall not be entitled to any sinking fund.
(E) Other Terms. Shares of 4.40% Preferred Stock
shall be subject to the other terms, provisions and restrictions
set forth in these Restated Articles of Organization with
respect to the shares of Preferred Stock of the Corporation.
(e) 4.76% Preferred Stock
(A) Designation and Amount. The Corporation is
authorized to issue a series of Preferred Stock, which is hereby
designated as "4.76% Preferred Stock." The number of shares of
4.76% Preferred Stock shall be limited to 30,000. The stated
value of the 4.76% Preferred Stock shall be $100 per share.
(B) Rate of Dividend. The rate of dividend
applicable to each of the shares of 4.76% Preferred Stock shall
be 4.76% per annum on the stated value thereof.
(C) Redemption. The shares of 4.76% Preferred Stock
shall be subject to redemption at the option of the Board of
Directors of the Corporation, in whole at any time or in part
from time to time, upon the notice and in the manner and with
the effect provided in these Restated Articles of Organization
at the stated value per share, together with unpaid accrued
dividends to the date of redemption, and, in addition thereto, a
premium of $1 per share. All shares of 4.76% Preferred Stock
which shall at any time have been redeemed or otherwise
reacquired by the Corporation shall, after such redemption or
reacquisition, have the status of authorized but unissued shares
of Preferred Stock of the Corporation, without designation as to
series, until such shares are once more designated as part of a
particular series by the Board of Directors of the Corporation.
(D) No Sinking Fund. Shares of 4.76% Preferred Stock
shall not be entitled to any sinking fund.
(E) Other Terms. Shares of 4.76% Preferred Stock
shall be subject to the other terms, provisions and restrictions
set forth in these Restated Articles of Organization with
respect to the shares of Preferred Stock of the Corporation.
(f) 6.20% Preferred Stock
(A) Designation and Amount. The Corporation is
authorized to issue a series of Preferred Stock, which is hereby
designated as "6.20% Preferred Stock." The number of shares of
6.20% Preferred Stock shall be limited to 150,000. The stated
value of the 6.20% Preferred Stock shall be $100 per share.
(B) Rate of Dividend. The rate of dividend
applicable to each of the shares of 6.20% Preferred Stock shall
be 6.20% per annum on the stated value thereof, and such
dividends shall be cumulative from and including September 1,
1993.
(C) Redemption. The 6.20% Preferred Stock shall not
be redeemable prior to October 15, 2003. On and after
October 15, 2003, the shares of 6.20% Preferred Stock shall be
subject to redemption at the option of the Board of Directors of
the Corporation, in whole at any time or in part from time to
time, upon the notice and in the manner and with the effect
provided in these Restated Articles of Organization at the
stated value per share, together with unpaid accrued dividends
to the date of redemption, and, in addition thereto, the
following premium:
If Redeemed During the If Redeemed During the
Twelve Month Period Twelve Month Period
Beginning October 15 Premium Beginning October 15 Premium
2003 . . . . . . . . . . . $3.10 2008 . . . . . . . . . $1.55
2004 . . . . . . . . . . . 2.79 2009 . . . . . . . . . 1.24
2005 . . . . . . . . . . . 2.48 2010 . . . . . . . . . 0.93
2006 . . . . . . . . . . . 2.17 2011 . . . . . . . . . 0.62
2007 . . . . . . . . . . . 1.86 2012 . . . . . . . . . 0.31
Thereafter . . . . . . 0.00
All shares of 6.20% Preferred Stock which shall at any
time have been redeemed or otherwise reacquired by the
Corporation shall, after such redemption or reacquisition, have
the status of authorized but unissued shares of Preferred Stock
of the Corporation, without designation as to series, until such
shares are once more designated as part of a particular series
by the Board of Directors of the Corporation.
(D) No Sinking Fund. Shares of 6.20% Preferred Stock
shall not be entitled to any sinking fund.
(E) Other Terms. Shares of 6.20% Preferred Stock
shall be subject to the other terms, provisions and restrictions
set forth in these Restated Articles of Organization with
respect to the shares of Preferred Stock of the Corporation.
(g) 6.50% Preferred Stock
(A) Designation and Amount. The Corporation is
authorized to issue a series of Preferred Stock, which is hereby
designated as "6.50% Preferred Stock." The number of shares of
6.50% Preferred Stock shall be limited to 599,460. The stated
value of the 6.50% Preferred Stock shall be $25 per share.
(B) Rate of Dividend. The rate of dividend
applicable to each of the shares of 6.50% Preferred Stock shall
be 6.50% per annum on the stated value thereof, and such
dividends shall be cumulative from and including September 1,
1993.
(C) Redemption. The 6.50% Preferred Stock shall not
be redeemable prior to November 1, 1998. On and after
November 1, 1998, the shares of 6.50% Preferred Stock shall be
subject to redemption at the option of the Board of Directors of
the Corporation, in whole at any time or in part from time to
time, upon the notice and in the manner and with the effect
provided in these Restated Articles of Organization at the
stated value per share, together with unpaid accrued dividends
to the date of redemption. All shares of 6.50% Preferred Stock
which shall at any time have been redeemed or otherwise
reacquired by the Corporation shall, after such redemption or
reacquisition, have the status of authorized but unissued shares
of Preferred Stock of the Corporation, without designation as to
series, until such shares are once more designated as part of a
particular series by the Board of Directors of the Corporation.
(D) No Sinking Fund. Shares of 6.50% Preferred Stock
shall not be entitled to any sinking fund.
(E) Other Terms. Shares of 6.50% Preferred Stock
shall be subject to the other terms, provisions and restrictions
set forth in these Restated Articles of Organization with
respect to the shares of Preferred Stock of the Corporation.+
/(9)/+(10)+ No share of stock or evidence of indebtedness
shall be deemed to be "outstanding", as that term is used in these
Restated Articles of Organization if, prior to or concurrently with the
event in reference to which a determination as to the amount thereof
outstanding is to be made, the requisite funds for the redemption thereof
shall be given or the depositary of such funds shall be irrevocably
authorized and directed to give or complete such notice of redemption.
/(10)/+(11)+ No holder of capital stock of the Corporation
shall have any preemptive right to purchase, acquire or subscribe to any
capital stock or other securities issued or sold by the Corporation,
including any such capital stock or other securities now or hereafter
authorized.
/(11)/+(12)+ The Corporation reserves the right to increase or
decrease its authorized capital stock, or any class or series thereof, or
to reclassify the same, and to amend, alter, change or repeal any
provision contained in these Restated Articles of Organization, or in any
amendment thereto, in the manner now or hereafter prescribed by law, but
subject to such conditions and limitations as are hereinbefore prescribed,
and all rights conferred upon stockholders in these Restated Articles of
Organization, or any amendment thereto, are granted subject to this
reservation.
* * *
(Map for location of annual meeting inserted here)
Preliminary Proxy Material as filed with the Securities
and Exchange Commission
WISCONSIN POWER AND LIGHT COMPANY
PROXY CARD AND ANNUAL MEETING RESERVATION
The Annual Meeting of Shareowners will be held at the Dane County
Coliseum, 1881 Expo Mall, Madison, Wisconsin, on Wednesday, May 18, 1994,
at 10:00 a.m. The enclosed Proxy Statement contains additional
information about the meeting location.
Please review, complete and SIGN the Proxy Card.
If you are attending the Annual Meeting please detach and return the
completed Annual Meeting Reservation Form with the SIGNED PROXY CARD in
the enclosed envelope.
To avoid unnecessary expense, we are asking shareowners to contact
Shareowner Services at 1-800-356-5343 if they need to cancel their
reservation.
PLEASE DETACH AND RETURN THE COMPLETED AND SIGNED PROXY CARD.
IMPORTANT
You are urged to date and sign the enclosed proxy and return it promptly.
This will help save the expense of follow-up letters to shareowners who
have not responded.
TOLL FREE SHAREOWNER
INFORMATION NUMBERS
Local (Madison) 252-3110
All Other Areas 1-800-356-5343
Please FOLD here and DETACH Reservation Form
I (WE) WILL ATTEND THE ANNUAL MEETING LUNCHEON,
Please list your name(s) and your guest(s) below:
_____________________________________
_____________________________________
_____________________________________
RETURN THIS STUB WITH YOUR PROXY CARD TO RESERVE LUNCH.
Please FOLD here and DETACH Proxy Card
1. ELECTION OF DIRECTORS -
Nominees for terms ending:
Withhold For All
For All For All Except(*)
1995 - Arnold M. Nemirow,
Judith D. Pyle /___/ /___/ /___/
1996 - Rockne G. Flowers /___/ /___/ /__/
1997 - Les Aspin, Erroll B.
Davis, Jr., Milton E.
Neshek, Carol T. Toussaint /___/ /___/ /___/
(*) TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE AND MARK AN (X)
IN THE 'For All Except' BOX.
2. PROPOSAL TO APPOINT ARTHUR For Against Abstain
ANDERSEN & CO AS INDEPENDENT
AUDITORS FOR 1994. /___/ /___/ /___/
3. PROPOSAL TO AMEND THE ARTICLES
OF ORGANIZATION TO ALLOW FOR For Against Abstain
THE ISSUANCE OF VARIABLE RATE
PREFERRED STOCK AND TO EFFECT
CERTAIN OTHER CLARIFYING
CHANGES. /___/ /___/ /___/
P R O X Y
Please date and sign
your name(s) exactly _________________________ DATED: _________
as shown above and
mail promptly in the
enclosed envelope. _________________________ DATED: _________
Signature(s)
IMPORTANT: When signing as attorney, executor, administrator,
trustee, or guardians please give your full title as such. In the case of
JOINT HOLDERS, all should sign.
(reverse side)
WISCONSIN POWER AND LIGHT COMPANY
ANNUAL MEETING OF SHAREOWNERS - MAY 18, 1994
The undersigned appoints Erroll B. Davis, Jr. and Edward M. Gleason,
or either of them, attorneys and proxies, with power of substitution, to
vote all shares of preferred stock of Wisconsin Power and Light Company of
record in the name of the undersigned at the close of business on March
22, 1994, at the Annual Meeting of Shareowners of the Company, to be held
at the Dane County Coliseum, Madison, Wisconsin, on May 18, 1994, at 10:00
a.m., and at all adjournments thereof, upon matters that may properly come
before the meeting, including the matters described in the Company's
Notice of Annual Meeting of Shareowners and Proxy Statement dated March
29, 1994, subject to any directions on the reverse side of this card.
This Proxy is solicited on behalf of the Board of Directors of Wisconsin
Power and Light Company.
If No Choice is Specified, the Proxies Shall Vote FOR the Proposals.
(continued and to be signed and dated on the other side)