SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/
FILED BY A PARTY OTHER THAN THE REGISTRANT / /
CHECK THE APPROPRIATE BOX:
/ / PRELIMINARY PROXY STATEMENT
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
/X/ DEFINITIVE PROXY STATEMENT
/ / DEFINITIVE ADDITIONAL MATERIALS
/ / SOLICITING MATERIAL PURSUANT TO SECTION 240.14A-11(C) OR SECTION
240.14A-12
WPS RESOURCES CORPORATION
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 PER EXCHANGE ACT RULES 0-11(C)(1)(II), 14A-6(I)(1), 14A-6(I)(2) OR
ITEM 22(A)(2) OF SCHEDULE 14A.
/ / $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT RULE
14A-6(I)(3).
/ / FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(4)
AND 0-11.
1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
------------------------------------------------------------------------
2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
------------------------------------------------------------------------
3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11 (SET FORTH THE AMOUNT ON WHICH THE
FILING FEE IS CALCULATED AND STATE HOW IT WAS DETERMINED):
------------------------------------------------------------------------
4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
------------------------------------------------------------------------
5) TOTAL FEE PAID:
------------------------------------------------------------------------
/ / FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS.
/ / CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE
0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID
PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER,
OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
1) AMOUNT PREVIOUSLY PAID:
------------------------------------------------------------------------
2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
------------------------------------------------------------------------
3) FILING PARTY:
------------------------------------------------------------------------
4) DATE FILED:
------------------------------------------------------------------------
WPS RESOURCES CORPORATION
700 NORTH ADAMS STREET, P. O. BOX 19001, GREEN BAY, WISCONSIN 54307-9001
March 22, 1996
Dear WPS Resources Corporation Shareholder:
You are cordially invited to attend the 1996 Annual Shareholders Meeting which
will be held at 10:30 A.M., on Thursday, May 2, 1996, at the Weidner Center,
University of Wisconsin - Green Bay, 2420 Nicolet Drive, Green Bay, Wisconsin.
An organ concert will precede the meeting beginning at 10:00 A.M. Directions to
the meeting location are included on the last page of this booklet. Parking is
free.
The formal Notice of Annual Meeting of Shareholders and Proxy Statement which
appear on the following pages provide information concerning matters to be
considered. At the meeting, we will report on the Company's progress, plans, and
prospects, and respond to your questions and comments.
We hope for a large attendance either in person or by proxy. Whether you own
many shares or only a few, your presence or your proxy is important in making up
the total number of shares necessary to transact business at the meeting.
IF YOU ARE UNABLE TO ATTEND, PLEASE COMPLETE, SIGN, AND PROMPTLY MAIL THE
ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE PROVIDED.
Sincerely,
[signature]
DANIEL A. BOLLOM
Chairman and
Chief Executive Officer
WPS RESOURCES CORPORATION
700 NORTH ADAMS STREET, P. O. BOX 19001, GREEN BAY, WISCONSIN 54307-9001
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 1996
---------------------
TO THE SHAREHOLDERS OF WPS RESOURCES CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of WPS
Resources Corporation, a Wisconsin corporation ("Company"), will be held on
Thursday, May 2, 1996, at 10:30 A.M., Green Bay Time, at the Weidner Center,
University of Wisconsin - Green Bay, 2420 Nicolet Drive, Green Bay, Wisconsin
for the following purposes:
1. To elect three directors of Class B to hold office until the Annual
Meeting of Shareholders in 1999 or until their successors have been elected
and qualified.
2. To consider and act upon such other business as may properly come
before the Annual Meeting or any adjournment thereof.
Shareholders of record at the close of business on March 14, 1996, will be
entitled to notice of, and to vote at, the Annual Meeting and at any adjournment
thereof.
Even if you plan to attend the Annual Meeting, please complete, date, and
sign the enclosed proxy and mail it promptly in the enclosed envelope. If you
attend the Annual Meeting, you may revoke your proxy and vote your shares in
person. Your attention is directed to the attached Proxy Statement.
WPS RESOURCES CORPORATION
[FRANCIS J. KICSAR SIGNATURE]
Francis J. Kicsar
SECRETARY
Green Bay, Wisconsin
March 22, 1996
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. TO
ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE FILL IN AND DATE THE ENCLOSED
PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR NAME
APPEARS, AND RETURN IMMEDIATELY.
March 22, 1996
PROXY STATEMENT
WPS RESOURCES CORPORATION
700 NORTH ADAMS STREET, P. O. BOX 19001, GREEN BAY, WISCONSIN 54307-9001
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 1996
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors ("Board") of WPS Resources Corporation
("Company") for the Annual Meeting of Shareholders to be held on Thursday, May
2, 1996 at 10:30 A.M., at the Weidner Center, University of Wisconsin - Green
Bay, 2420 Nicolet Drive, Green Bay, Wisconsin and at any adjournment thereof
("Meeting") for the purposes set forth in the Notice of Annual Meeting of
Shareholders and in this Proxy Statement.
Only shareholders of record as of the close of business on March 14, 1996
("Record Date") are entitled to notice of, and to vote at, the Meeting. As of
the Record Date, the Company's outstanding voting securities consisted of
23,896,962 shares of Common Stock. The record holder of each outstanding share
of Common Stock as of the Record Date is entitled to one vote per share with
respect to each proposal submitted for consideration at the Meeting. The Notice
of Annual Meeting of Shareholders, this Proxy Statement, and the accompanying
form of proxy were first mailed to shareholders on or about March 22, 1996.
A proxy, in the enclosed form, which is properly executed, duly returned to
the Company, and not revoked will be voted in accordance with the instructions
contained therein. If no specification is indicated on the proxy, the shares
represented thereby will be voted FOR the indicated nominees for directors and
on such other business or matters which may properly come before the Meeting in
accordance with the best judgment of the persons named in the proxy. Execution
of a proxy given in response to this solicitation will not affect a
shareholder's right to attend the Meeting and to vote in person. Presence at the
Meeting of a shareholder who has signed a proxy does not in itself revoke a
proxy. Each proxy granted may be revoked by the person giving it at any time
before the exercise thereof by giving written notice to such effect to the
1
Secretary of the Company, by execution and delivery of a subsequent proxy, or by
attendance and voting in person at the Meeting, except as to any matter upon
which, prior to such revocation, a vote shall have been cast pursuant to the
authority conferred by such proxy.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
No person is known by the Company to be the beneficial owner of more than 5%
of any class of the Company's voting securities. Set forth below is a tabulation
indicating, as of January 1, 1996, the shares of the Company's equity securities
beneficially owned by the five named executives in the Summary Compensation
Table, each nominee and director, and all directors and officers of the Company
as a group. No officer or director owns more than 1% of any class of the
Company's equity securities.
AMOUNT AND NATURE OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER OWNERSHIP (1)(2)(3)
- ----------------------------- ------------------------------------ --------------------
Common Stock, $1.00 Par Daniel A. Bollom 5,652(4)
Value per share J. Gus Swoboda 3,940
Richard A. Krueger 3,277(5)
Patrick D. Schrickel 1,875
Clark R. Steinhardt 3,462(6)
A. Dean Arganbright 2,010
Sister M. Lois Bush 200(7)
James L. Kemerling 500
Richard A. Bemis 1,000
Robert C. Gallagher 1,778
Michael S. Ariens 2,514(8)
Kathryn M. Hasselblad-Pascale 2,600(9)
Larry L. Weyers 470
All directors and officers as a 38,285(10)
group (17)
- ------------------------
(1)None of the persons listed beneficially owns shares of any other class of
equity securities of the Company or its subsidiaries, except Mr.
Arganbright's spouse owns 10 shares of Preferred Stock 5% series ($100 par
value) of Wisconsin Public Service Corporation.
(2)In each case, the indicated owner has sole voting power and sole investment
power with respect to the shares shown in this column except as noted.
2
(3)Includes shares of common stock held in the Wisconsin Public Service
Corporation Employee Stock Ownership Plan and Trust ("ESOP").
(4)Includes 494 shares held in survivorship marital property.
(5)Includes 104 shares held in joint tenancy.
(6)Includes 35 shares held as custodian.
(7)Owned by Sisters of the Sorrowful Mother of which Sister M. Lois Bush is a
member.
(8)Includes 1,966 shares held by M&M Ariens, Inc.
(9)Includes 443 shares owned by spouse.
(10)Includes 443 shares owned by spouses; 104 shares held in joint tenancy, 35
shares held as custodian, and 494 shares in survivorship marital property.
NOMINEES FOR ELECTION AS DIRECTORS
Pursuant to the Restated Articles and the By-Laws of the Company, the Board
consists of nine directors and is divided into three classes of three directors
each, with one class being elected each year for a term of three years.
Accordingly, it is proposed that the three nominees listed below be elected to
serve as Class B directors for three-year terms to expire at the 1999 Annual
Meeting of Shareholders and upon the election and qualification of their
successors. A. Dean Arganbright, Sister M. Lois Bush, and James L. Kemerling are
presently Class B directors whose terms expire at this year's Annual Meeting,
and who have been nominated for re-election.
Directors are elected by a plurality of the votes cast by the holders of the
Company's Common Stock at a meeting at which a quorum is present. "Plurality"
means that the individuals who receive the largest number of votes cast are
elected as directors up to the maximum number of directors to be chosen at the
meeting. Consequently, any shares not voted (whether by abstention, broker
non-vote, or otherwise) have no impact in the election of directors except to
the extent the failure to vote for an individual results in another individual
receiving a larger number of votes. Under Wisconsin law, cumulative voting for
directors is permitted but is not presently provided for in the Company's
Restated Articles of Incorporation.
Certain information about the three nominees for such directorships is set
forth below. It is intended that the proxies solicited on behalf of the Board
will be voted for the following nominees. The Board has no reason to believe
that any of these nominees will be unable or
3
unwilling to serve as directors if elected, but if any nominee should be unable
or unwilling to serve, the shares represented by proxies solicited by the Board
will be voted for the election of such other person as the Board may recommend
in place of such nominee.
NOMINEES -- CLASS B -- TERM EXPIRING IN 1996
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ------------------------------------ --- ----------------------------------------------- -----------
A. Dean Arganbright (1)(2)(3) 65 Retired Chairman, President, and Chief 1972
Executive Officer, Wisconsin National Life
Insurance Company, Oshkosh, WI
Sister M. Lois Bush, SSM (1)(3) 51 President and Chief Executive Officer of SSM - 1993
Ministry Corporation (operator of hospitals
and health related facilities in Wisconsin,
Iowa, and Minnesota)
James L. Kemerling (1)(2) 56 Chairman, President, and Chief Executive 1988
Officer, The Specialty Packaging Group, Inc.,
Wausau, WI (manufacturer of composite cans),
since 1994; President and Chief Executive
Officer, Shade/ Allied Inc., Green Bay, WI
(manufacturer of business forms), 1990-1994
- ------------------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
(3) Member of Strategic Action Planning Committee.
Each of the nominees, except James L. Kemerling, has served in the same or
another position with the employer indicated for at least five years.
4
The following tables set forth certain information about Class A and Class C
directors who are not standing for election in 1996.
CLASS A -- TERM EXPIRING IN 1998
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ------------------------------ --- ---------------------------------------------------- -----------
Richard A. Bemis (1)(4) 54 President and Chief Executive Officer, Bemis 1983
Manufacturing Company, Sheboygan, WI (manufacturer
of toilet seats, contract plastics, and wood
products)
Daniel A. Bollom 59 Chairman and Chief Executive Officer of the Company 1989
(5)
Robert C. Gallagher (1)(2) 57 Chairman and President, Associated Bank, Green Bay, 1992
WI, Executive Vice President, Associated Banc-Corp
CLASS C -- TERM EXPIRING IN 1997
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ------------------------------ --- ---------------------------------------------------- -----------
Michael S. Ariens (1)(3)(4) 64 Chairman, Ariens Company, Brillion, WI (manufacturer 1974
of outdoor power equipment)
Kathryn M. Hasselblad-Pascale 48 Partner and General Manager, Hasselblad Machine 1987
(1)(4) Company, Green Bay, WI (manufacturer of automatic
screw machine products)
Larry L. Weyers 50 President and Chief Operating Officer of the Company 1996
(6)
- ------------------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
(3) Member of Strategic Action Planning Committee.
(4) Member of Nominating Committee.
(5) Daniel A. Bollom became Chairman of the Board on January 1, 1996. He
continues as Chief Executive Officer. Previously, he was President and Chief
Executive Officer.
(6) Larry L. Weyers became President and Chief Operating Officer and a director
on January 1, 1996. He is filling out the term of Linus M. Stoll who retired
as a director on December 31, 1995.
5
Each of the Class A and Class C directors has served in the same or another
position with the employer indicated for at least five years.
Other directorships held by the directors include the following:
Richard A. Bemis -- W. H. Brady Company, Milwaukee, WI
Robert C. Gallagher -- Associated Banc-Corp, Green Bay, WI
Michael S. Ariens -- David White, Inc., Germantown, WI
During 1995, the Board met eleven times. All directors attended more than
94% of the total number of meetings, including meetings of committees of which
they are members.
Nonemployee director remuneration consists of a monthly fee of $1,242, and
$800 for each Board meeting attended or $200 for each telephonic meeting.
Employee directors receive no compensation for their services as directors.
The Audit Committee, which includes all nonemployee directors, met two times
during 1995. Its duties and responsibilities include, but are not necessarily
limited to, the following:
(1) To recommend annually a firm of independent public accountants.
(2) To approve the services to be performed by the independent public
accountants.
(3) To review the reports and comments of the audit services department
and independent public accountants and to recommend such action as is
appropriate to the Board.
Each member of the Audit Committee receives $600 for each meeting attended.
The Compensation Committee, which is composed of three nonemployee
directors, met one time during 1995. Its function is to recommend to the Board
the compensation to be paid to officers and selected managerial personnel. Each
member receives $600 for each meeting attended.
The Nominating Committee, consisting of three nonemployee directors,
recommends to the Board candidates to be nominated for election as directors at
the Annual Meeting and to fill any vacancies on the Board. The Nominating
Committee also approves officer changes. The Nominating Committee met five times
in 1995. Each member receives $600 for each meeting attended. The Nominating
Committee will consider suggestions from all sources, including shareholders,
regarding possible candidates for director. Such suggestions, together with
appropriate biographical information, should be submitted to the Secretary of
the Company no later than November 1, in order to be considered for the Annual
Meeting in the following year.
6
The Strategic Action Planning Committee, consisting of three nonemployee
directors, reviews and provides input for the Company's Strategic Plans. The
Strategic Action Planning Committee met one time in 1995. Each member receives
$600 for each meeting attended.
---------------------
Based solely on a review of statements of beneficial ownership and of
changes therein furnished to the Company during and with respect to the 1995
calendar year and written representations made to the Company, the management
has concluded that no person who at any time during 1995 was a director or
officer of the Company failed to file with the Securities and Exchange
Commission on a timely basis reports of beneficial ownership of the Company's
securities required by Section 16(a) of the Securities and Exchange Act of 1934,
as amended, except that during 1995 Linus M. Stoll, who retired as a director on
December 31, 1995, inadvertently failed to file one such report on a timely
basis. A report was subsequently filed by Mr. Stoll reporting the acquisition of
19.866 shares of solely-owned common stock and the acquisition of 42.1156 shares
of common stock by his wife.
7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth the total compensation
paid by the Company and its subsidiaries for all services rendered during 1995,
1994, and 1993 for the Chief Executive Officer and the four other most highly
compensated executive officers of the Company or its subsidiaries who perform
policy-making functions for the Company.
LONG TERM COMPENSATION
ANNUAL COMPENSATION (3) AWARDS PAYOUTS
(E) (F) (G) (I)
OTHER ANNUAL RESTRICTED SECURITIES ALL OTHER
(A) (C) (D) COMPEN- STOCK UNDERLYING (H) COMPEN-
NAME AND (B) SALARY BONUS SATION AWARD(S) OPTIONS/ LTIP PAYOUTS SATION
PRINCIPAL POSITION YEAR ($) ($) ($)(4) ($) SARS (#) ($) ($)(5)
- ---------------------- ---- ---------- ----- ------------ ---------- ---------- ------------ ------------
Daniel A. Bollom 1995 291,582.00 0.00 25,809.69 0.00 0.00 0.00 22,359.33
President 1994 273,662.25 0.00 29,700.09 0.00 0.00 0.00 31,072.79
& CEO(1) 1993 253,553.90 0.00 26,106.24 0.00 0.00 0.00 26,503.47
Jelmer G. Swoboda 1995 161,922.96 0.00 20,206.03 0.00 0.00 0.00 10,083.32
Senior Vice 1994 153,193.02 0.00 19,622.46 0.00 0.00 0.00 13,154.35
President(2) 1993 144,059.14 0.00 18,515.29 0.00 0.00 0.00 11,581.38
Richard A. Krueger 1995 161,922.96 0.00 18,111.24 0.00 0.00 0.00 11,112.41
Senior Vice 1994 153,192.27 0.00 18,070.52 0.00 0.00 0.00 14,210.65
President(2) 1993 144,054.98 0.00 15,290.27 0.00 0.00 0.00 12,118.62
Patrick D. Schrickel 1995 159,477.00 0.00 14,420.14 0.00 0.00 0.00 9,676.66
Senior Vice 1994 150,553.50 0.00 13,956.27 0.00 0.00 0.00 12,786.86
President(1) 1993 141,215.90 0.00 12,069.61 0.00 0.00 0.00 11,461.95
Clark R. Steinhardt 1995 156,933.00 0.00 15,748.95 0.00 0.00 0.00 12,274.45
Senior Vice 1994 148,012.47 0.00 12,005.56 0.00 0.00 0.00 17,408.68
President(2) 1993 138,531.27 0.00 12,901.20 0.00 0.00 0.00 15,760.87
- ------------------------------
(1) Officer of both the Company and Wisconsin Public Service Corporation.
(2) Officer of Wisconsin Public Service Corporation.
(3) Compensation deferred at election of executive includable under Salary for
year earned.
(4) These amounts reflect perquisites, deferred compensation not deferred at
the election of the officer, and the following: spouse expense, flexible
spending account refunds, taxable meals, moving expense, imputed lodge
income, insurance reimbursement, vacation pay, and holiday pay. No
perquisites exceed 25% of the total perquisites except for Vacation/Holiday
payments as shown below. Deferred Compensation for Bollom, Swoboda,
8
Krueger, Schrickel, and Steinhardt was $20,410.71, $11,334.66, $11,334.66,
$11,163.42, and $10,985.34, respectively, for 1995; $19,156.35, $10,723.55,
$10,723.50, $10,538.73, and $10,360.92, respectively, for 1994; and
$17,747.83, $10,083.83, $10,083.83, $9,884.81, and $9,697.23, respectively,
for 1993. Vacation/Holiday payments for Bollom, Swoboda, Krueger, Schrickel
and Steinhardt are $4,697.85, $8,437.22, $6,165.66, $2,562.32, and
$3,153.97, respectively, for 1995; $9,934.21, $8,563.76, $6,414.23,
$2,685.69, and $0, respectively, for 1994; and $5,177.30, $7,551.98,
$4,356.91, $1,146.26, and $0, respectively, for 1993.
(5) These amounts reflect Wisconsin Public Service Corporation contributions
under the ESOP for Bollom, Swoboda, Krueger, Schrickel, and Steinhardt of
$2,485.02, $2,436.75, $2,349.52, $2,425.12, and $2,385.57, respectively,
for 1995; $1,614.15, $1,568.38, $1,524.93, $1,562.01, and $1,534.20,
respectively, for 1994; and $1,819.31 for each for 1993. Above Market
Deferred Compensation Interest for Bollom, Swoboda, Krueger, Schrickel, and
Steinhardt was $18,278.31, $7,291.57, $8,230.89, $6,952.54, and $9,659.88,
respectively, for 1995; $28,027.64, $11,204.97, $12,130.72, $10,904.85, and
$15,550.48, respectively, for 1994; and $23,553.16, $9,372.07, $9,808.31,
$9,317.64, and $13,514.56, respectively, for 1993. Supplemental Retirement
Benefits for Bollom, Swoboda, Krueger, Schrickel, and Steinhardt were $335,
$150, $150, $152, and $153, respectively, for 1995; $357, $161, $161, $162,
and $198, respectively, for 1994; and $468, $172, $166, $187, and $214,
respectively, for 1993. Retirement Plan Supplement for Bollom, Swoboda,
Krueger, Schrickel, and Steinhardt was $1,261, $205, $382, $147, and $76,
respectively, for 1995; $1,074, $220, $394, $158, and $126, respectively,
for 1994; and $663, $218, $325, $138, and $213, respectively, for 1993.
9
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN (1)
WPS Resources Corporation (WPSR),
S&P 500 Index and Edison Electric Institute (EEI) 100 Index (2)
YEARS WPSR S&P 500 Index EEI Index
1990 100 100 100
1991 107 130 129
1992 113 140 139
1993 142 155 154
1994 170 157 136
1995 191 215 179
Assumes $100 invested on December 31, 1990
in WPSR Common Stock, S&P 500 Index, and EEI 100 Index
(1) Total return assumes reinvestment of dividends
(2) The Companies included in the EEI 100 Index are the following:
ALLEGHENY POWER SYSTEM INC
AMERICAN ELECTRIC POWER INC
ATLANTIC ENERGY INC
BALTIMORE GAS & ELEC CO
BANGOR HYDRO-ELEC CO
BLACK HILLS CORP
BOSTON EDISON CO
CAROLINA POWER & LIGHT CO
CENTERIOR ENERGY CORP
CENTRAL & SOUTH WEST CORP
CENTRAL HUDSON GAS & ELEC
CENTRAL LOUISIANA ELEC CO INC
10
CENTRAL MAINE POWER CO
CENTRAL VERMONT PUB SVC CORP
CILCORP INC
CINERGY CORP
CIPSCO INC
CMS ENERGY CORP
COMMONWEALTH ENERGY SYSTEM
CONSOLIDATED EDISON CO OF NY
DELMARVA POWER & LIGHT CO
DTE ENERGY
DOMINION RESOURCES INC
DPL INC
DQE INC
DUKE POWER INC
EASTERN UTILITIES ASSOC
EL PASO ELEC CO
EMPIRE DISTRICT ELEC CO
ENOVA CORP
ENTERGY CORP
ESELCO INC
FLORIDA PROGRESS CORP
FPL GROUP INC
GENERAL PUBLIC UTIL CORP
GREEN MOUNTAIN POWER CORP
HAWAIIAN ELEC IND INC
HOUSTON IND INC
IDAHO POWER CO
IES INDUSTRIES INC
ILLINOVA CORP
INTERSTATE POWER CO
IPALCO ENTERPRISES INC
KANSAS CITY POWER & LIGHT CO
KU ENERGY CORP
LG&E ENERGY CORP
LONG ISLAND LIGHTING CO
MADISON GAS & ELEC CO
MAINE PUBLIC SVC CO
MID AMERICAN ENERGY
MINNESOTA POWER
MONTANA POWER CO
NEVADA POWER CO
NEW ENGLAND ELEC SYSTEM
NEW YORK STATE ELEC & GAS CORP
NIAGARA MOHAWK POWER CORP
NIPSCO INDUSTRIES INC
NORTHEAST UTILITIES
NORTHERN STATES POWER CO
NORTHWESTERN PUBLIC SVC CO
OHIO EDISON CO
OKLAHOMA GAS & ELEC CO
ORANGE & ROCKLAND UTIL INC
OTTER TAIL POWER CO
PACIFIC GAS & ELEC CO
PACIFICORP
PPL RESOURCES
PECO ENERGY
PINNACLE WEST CAPITAL GROUP
PORTLAND GENERAL CORP
POTOMAC ELEC POWER CORP
PUBLIC SERVICE CO OF COLORADO
PUBLIC SERVICE CO OF NEW MEXICO
PUBLIC SERVICE ENTERPRISE GROUP
PUGET SOUND POWER & LIGHT CO
ROCHESTER GAS & ELEC CORP
SCANA CORP
SCECORP
SIERRA PACIFIC RESOURCES
SOUTHERN COMPANY
SOUTHERN INDIANA GAS & ELEC CO
SOUTHWESTERN PUBLIC SVC CO
ST. JOSEPH LIGHT & POWER CO
TECO ENERGY INC
TEXAS UTILITIES CO
TNP ENTERPRISES INC
TUCSON ELECTRIC POWER CO
UNICOM INC
UNION ELECTRIC CO
UNITED ILLUMINATING CO
UNITIL CORP
UPPER PENINSULA ENERGY CORP
UTILICORP UNITED
WASHINGTON WATER POWER CO
WESTERN RESOURCES
WISCONSIN ENERGY CORP
WPL HOLDINGS INC
WPS RESOURCES CORP
Iowa-Illinois Gas & Electric Co. and Midwest Resources Inc., which were
included in the EEI Index for 1994, merged to become Mid American Energy, which
is included in the EEI Index for 1995. Detroit Edison Co., Pennsylvania Power &
Light Co., and San Diego Gas & Electric Corp. are included in the EEI Index for
1995 as DTE Energy, PPL Resources, and Enova, respectively.
11
BOARD COMPENSATION COMMITTEE REPORT
The Board Compensation Committee met on September 14, 1995 to address the
compensation of the Chairman and CEO and the other executive officers of the
Company and its subsidiaries. In 1993, management introduced a new pay plan
applicable to all executive, supervisory/professional, and administrative
employees. The pay plan is designed to support the Company's vision and mission
statements and its commitment to a quality management philosophy. The key
attributes of the plan are:
- An employee development process which is based on continuous
process improvement replaced an individual performance rating
system.
- Pay levels will not be based on corporate performance measures
but are market driven, with the pay advancement based on each
employee's relationship to the average market rate of the
assigned pay grade. The average market rates are based on
median base salaries reported to the Edison Electric Institute
("EEI") by utilities with revenue levels comparable to that of
the Company. It should be noted that many of these reporting
utilities are members of the EEI 100 Index group listed in Note
2 to the Comparison of Five-Year Cumulative Total Return Table
set forth above. The composition of the two groups, however, is
not identical. In general, the compensation levels of the
executive officers of the Company are below the median base
salaries for executive officers of comparable utilities.
- The formula used to bring executives who are either above or
below the market rate to their market target rate has a maximum
of a 10-year horizon. Thus, those farther below the market
target rate will receive a larger salary increase than those
closer to the target rate. If an executive is promoted to a
higher-rated position, a promotional increase is provided at
the time of the change in duties.
Based on the pay plan formula, the Chairman and CEO's salary was set at
$305,361 effective October 1, 1995. A $305,361 annual salary is 77% of the
median base salaries reported to the EEI by utilities with comparable revenue
levels to Wisconsin Public Service Corporation ("WPSC").
12
The Company and its subsidiaries have considered the implications of Section
162(m) of the Internal Revenue Code (the "Code") regarding deductibility of
annual executive compensation over $1 million. The compensation levels for
officers of the Company and its subsidiaries fall well below this level and,
hence, the provisions of Section 162(m) of the Code have not affected the
compensation program of the Company.
A. Dean Arganbright
Robert C. Gallagher
James L. Kemerling
BENEFIT PLANS
The Company's wholly-owned subsidiary, Wisconsin Public Service Corporation
("WPSC"), maintains the Wisconsin Public Service Corporation Deferred
Compensation Plan ("Deferred Compensation Plan"). The Deferred Compensation Plan
is available to designated executives, including each of the five named senior
officers. The plan consists of the following components: (1) Mandatory Salary
Deferrals; (2) Voluntary Salary Deferrals; (3) Death Benefit; (4) Protection of
Qualified Pension Benefit; and (5) Supplemental Retirement Benefits.
MANDATORY SALARY DEFERRALS. Payment of a portion (currently 7%) of the
compensation of each of the five named senior officers is credited to the
Deferred Compensation Plan in lieu of being paid directly to the officer. The
amount deferred is credited to the Stock Account and treated as if invested in
Company common stock.
VOLUNTARY SALARY DEFERRALS. Each of the five named senior officers may
elect to defer up to 30% of the officer's compensation for any year and have
such amount credited, for record-keeping purposes, to the Deferred Compensation
Plan. In accordance with advance elections made by each officer, Voluntary
Salary Deferrals are credited to the Stock Account as described above with
respect to Mandatory Salary Deferrals, or the amounts are credited to a Reserve
Account. Amounts in the Reserve Account are credited with earnings, generally at
the greater of 6% per annum or a rate equal to 70% of the Company's return on
common shareholder's equity. (Voluntary Salary Deferrals made prior to January
1, 1996 were credited with a higher earnings rate.) The Compensation Committee
may revise the earnings rate applicable to the Reserve Account or the manner in
which the rate is calculated, but the rate may not be reduced below 6% per
annum. In addition, the Compensation Committee may permit an officer to defer in
excess of 30% of the officer's salary, but amounts in excess of the 30%
threshold are automatically credited to the Reserve Account.
13
DEATH BENEFIT. A special death benefit will be provided if any of the five
named senior officers dies prior to age 65 if at the time of the officer's death
Mandatory and/or Voluntary Salary Deferrals are being credited to the officer's
account. The benefit is an amount equal to the amount of additional deferrals
and earnings that would have been credited to the officer's account had
deferrals (and earnings assuming that deferrals were credited to the Reserve
Account) continued through age 65 at the rate in effect at the time of the
officer's death. The special death benefit is payable in 15 annual installments.
The benefit is a fixed amount which does not accrue earnings on the
undistributed balance.
PROTECTION OF QUALIFIED PENSION BENEFIT. The Deferred Compensation Plan
will provide a benefit to each of the five named senior officers to the extent
that the officer's benefits under the Wisconsin Public Service Corporation
Administrative Retirement Plan ("Pension Plan") are limited because of certain
legal restrictions. See the description of the Wisconsin Public Service
Corporation Administrative Retirement Plan below.
SUPPLEMENTAL RETIREMENT BENEFITS. The Deferred Compensation Plan provides
to each of the five named senior officers, upon retirement on or after age 60
(or earlier retirement with the written approval of the Compensation Committee)
monthly payments equal to 20% of the highest average monthly compensation
received during any 36-consecutive month period of employment. Such payments
continue for 10 years after retirement. If the officer dies during the 10-year
period, the officer's surviving spouse will receive 50% of such payments for the
remainder of the 10-year period. If the officer dies while employed, the
surviving spouse will receive, for a 10-year period, 50% of the amount that
would have been paid to the officer had he retired on his date of death
(disregarding, for this purpose, the age 60 eligibility requirement). Payments
terminate if neither the officer nor spouse is living, even if 120 monthly
payments have not been made.
14
The following table indicates the annual Supplemental Retirement Benefit
that would be payable during the 10-year period to each of the 5 named senior
officers (assuming that each executive had retired on December 31, 1995 and
disregarding, for this purpose, the age 60 eligibility requirement in the case
of any officer who has not yet attained age 60).
HIGHEST AVERAGE MONTHLY
COMPENSATION RECEIVED DURING
ANY 36 CONSECUTIVE MONTHS
PRIOR TO AGE 65 ANNUAL BENEFITS PAYABLE
- ------------------------------- ------------------------
$ 15,000 $ 36,000
16,000 38,400
17,000 40,800
18,000 43,200
19,000 45,600
20,000 48,000
21,000 50,400
22,000 52,800
23,000 55,200
24,000 57,600
25,000 60,000
26,000 62,400
27,000 64,800
28,000 67,200
29,000 69,600
30,000 72,000
The Deferred Compensation Plan contains several provisions that take effect
in the event of a Change in Control of the Company or WPSC.
First, upon a Change in Control, a revised minimum earnings rate for
Voluntary Salary Deferrals becomes applicable. The minimum rate is the greater
of six percent per annum or a rate equal to two percentage points above the
prime lending rate of Firstar Bank-Milwaukee, Milwaukee, Wisconsin. Second, the
Supplemental Retirement Benefit becomes immediately vested, even if the officer
terminates employment prior to retirement. Third, contributions to the Deferred
Compensation Trust, which are discretionary prior to a Change in Control, are
required in an amount sufficient to fund the benefits accrued by participants in
the Deferred Compensation Plan through the funding date. Assets in the Deferred
Compensation Trust remain subject to the claims of creditors, but may not,
following a Change in Control, be withdrawn by the Company or WPSC.
15
A Change in Control means any of the following events:
(i) Approval by the shareholders of the Company or WPSC of a merger or
consolidation of the Company or WPSC with or into another corporation if
neither the Company, WPSC, nor any of their subsidiaries will be the
surviving corporation, or the disposition of all or substantially all of
the Company's or WPSC's assets to another corporation, person, or other
entity (other than the Company, WPSC, or a subsidiary of either);
(ii) The acquisition by any person (other than the Company, any of their
subsidiaries, the ESOP, or the Deferred Compensation Trust) of beneficial
ownership of 15% or more of the voting power of the shares of capital
stock of the Company;
(iii) During any consecutive two-year period a majority of the Board of the
Company consists of persons who, were neither directors at the beginning
of such period, nor persons whose nominations or elections were approved
by a vote of two-thirds of the directors then in office;
(iv) A loss of 15% or more of the customers of WPSC resulting from the
exercise of statutorily granted condemnation powers by any government
entity.
WPSC also maintains the Wisconsin Public Service Corporation Administrative
Employees Savings Plan ("Savings Plan") and the ESOP, in which substantially all
employees of WPSC, including the five named senior officers, are eligible to
participate.
Under the Savings Plan, each participant may defer, in accordance with
applicable tax law limits, a portion of his or her compensation and have the
deferred amount deposited as a pre-tax contribution to the Savings Plan.
The ESOP has entered into two loans guaranteed by WPSC the proceeds of which
were used to purchase the common stock of the Company. Each year, shares become
available under the ESOP for allocation to participants in proportion to the
percentage of the outstanding loans that have been repaid during that year. The
shares available under the ESOP as of the close of any year are allocated among
those participants who for that year made pre-tax contributions to the Savings
Plan.
The Wisconsin Public Service Corporation Administrative Employees'
Retirement Plan ("Pension Plan"), under which executive officers are included,
is a noncontributory defined benefit plan under which contributions on behalf of
a specified participant cannot be individually calculated. Since the Pension
Plan is in a fully funded position, no contributions were made to it in 1995.
Straight-line benefits at normal retirement age of 65 years (with a 50% benefit
payable to a surviving spouse, actuarially reduced for any age differences) are
determined by the average of
16
the 5 highest years compensation in the last 10 years times 55% times years of
service up to 35 divided by 35, plus 1/2% of such average compensation times
years of service exceeding 35, less an offset for a portion of Social Security
benefits. Employees who were employed prior to 1982 would qualify for the higher
of the current pension formula or a grandfathered formula which is 1 1/2% of the
final average pay times years of service limited by 50% of final average pay
less a Social Security offset. The following table shows the annual retirement
benefits payable at the normal retirement age of 65 years for specified
remunerations and years of service under the provisions of the Pension Plan in
effect December 31, 1995, and assuming retirement on that date:
PENSION PLAN TABLE
ANNUAL RETIREMENT BENEFITS AT
NORMAL RETIREMENT AGE OF 65 YEARS
FOR YEARS OF SERVICE INDICATED
AVERAGE ANNUAL
REMUNERATION
HIGHEST 5 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ----------------- ----------- ---------- ---------- ---------- ----------
$ 180,000 $ 40,500 $ 54,000 $ 67,500 $ 81,000 $ 91,806
190,000 42,750 57,000 71,250 85,500 97,306
200,000 45,000 60,000 75,000 90,000 102,806
210,000 47,250 63,000 78,750 94,500 108,306
220,000 49,500 66,000 82,500 99,000 113,806
230,000 51,750 69,000 86,250 103,500 119,306
240,000 54,000 72,000 90,000 108,000 124,806
250,000 56,250 75,000 93,750 112,500 130,306
260,000 58,500 78,000 97,500 117,000 135,806
270,000 60,750 81,000 101,250 121,500 141,306
280,000 63,000 84,000 105,000 126,000 146,806
290,000 65,274 87,032 108,790 130,548 152,306
300,000 67,631 90,175 112,719 135,262 157,806
310,000 69,988 93,318 116,647 139,977 163,306
320,000 72,345 96,461 120,576 144,691 168,806
330,000 74,703 99,603 124,504 149,405 174,306
340,000 77,060 102,746 128,433 154,119 179,806
Compensation for pension purposes differs from the amounts in the annual
compensation columns of the Summary Compensation Table for all five executive
officers named.
17
Messrs. Bollom, Swoboda, Krueger, Schrickel, and Steinhardt had 1995 pensionable
compensation of $316,696, $178,453, $178,459, $173,207, and $169,185,
respectively. Messrs. Bollom, Swoboda, Krueger, Schrickel, and Steinhardt have
credited service under the Pension Plan as of December 31, 1995 of 38, 37, 35,
30, and 28 years, respectively. Benefit amounts in the table have been reduced
for Social Security offsets.
The annual benefits payable from the Pension Plan are subject to a maximum
limitation (for 1995 of $120,000) under Internal Revenue Code Section 415. In
addition, the amount of compensation considered for purposes of the Pension Plan
is limited ($150,000 for 1995) under Internal Revenue Code Section 401(a)(17).
The Deferred Compensation Plan provides additional monthly benefits, including
the five named senior executives, equal to any loss of benefit payments under
the Pension Plan caused by the maximum benefit or compensation limitations and/
or Mandatory and Voluntary Salary Deferrals under the Deferred Compensation
Plan. These additional payments are made only while the officer or surviving
spouse receives a monthly benefit from the Pension Plan. Benefit amounts shown
in the table include projected payments to the officer under the Pension Plan
and the additional payments for the loss of Pension Plan benefits as described
in this paragraph. Amounts were accrued during 1995 for the unfunded future
payment obligations.
OTHER BUSINESS
At the time this Proxy Statement went to press, the Company knew of no
matters constituting a proper subject for action by the shareholders which would
be presented at the Meeting, other than the election of directors. If any other
matters are properly presented at the Meeting, the persons named in the proxy
will vote upon them in accordance with their best judgment.
Certain of the officers, directors, and employees of the Company may solicit
proxies by correspondence, telephone, telegraph, or in person, but without extra
compensation. The Company may reimburse banks, brokers, nominees, and other
fiduciaries their reasonable charges and expenses incurred in forwarding the
proxy soliciting material to and receiving proxies from the beneficial owners.
ANNUAL REPORTS
The Annual Report of the Company for the year 1995, including financial
statements and the report of independent public accountants, Arthur Andersen LLP
(which firm has been selected to continue to act in that capacity for the year
1996), was mailed to all shareholders in March of 1996, and to all persons who
subsequently became shareholders of record prior to the
18
close of business on the Record Date. A representative of Arthur Andersen LLP
will be present at the Annual Meeting, will be available to respond to
appropriate questions, and will have an opportunity to make a statement if such
representative desires to do so.
THE COMPANY FILES A SEPARATE ANNUAL REPORT WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K. A COPY OF THE FORM 10-K FOR THE YEAR 1995 (NOT
INCLUDING EXHIBITS THERETO) WILL BE PROVIDED WITHOUT CHARGE TO ANY PERSON WHO IS
A RECORD OR BENEFICIAL HOLDER OF SHARES OF THE COMMON STOCK AS OF THE RECORD
DATE FOR THIS ANNUAL MEETING AND WHO MAKES WRITTEN REQUEST FOR IT, ADDRESSED TO
THE ATTENTION OF FRANCIS J. KICSAR, SECRETARY, 700 NORTH ADAMS STREET, P. O. BOX
19001, GREEN BAY, WI 54307-9001.
FUTURE SHAREHOLDER PROPOSALS
Shareholder proposals intended for consideration at the 1997 Annual Meeting
of Shareholders must be received by the Company by November 24, 1996.
WPS RESOURCES CORPORATION
[FRANCIS J. KICSAR SIGNATURE]
Francis J. Kicsar
SECRETARY
19
DIRECTIONS TO THE WEIDNER CENTER,
UNIVERSITY OF WISCONSIN - GREEN BAY
RECOMMENDED ROUTES TO The last page of the Proxy Statement includes a
UNIVERSITY OF WISCONSIN - GREEN BAY narrative description of recommended routes to the
THE CITY ROUTE: University of Wisconsin - Green Bay, Weidner
54-57 (University Ave.) to the University Ave. Center where the Annual Shareholders Meeting of
Nicolet Drive exit. Nicolet Drive to the campus. WPS Resources Corporation will be held. Two maps
THE SCENIC ROUTE: are included on the page, one of which shows the
Monroe-Quincy (57) or Webster Ave. north from various major highways or other local roads
downtown Green Bay to East Shore Drive, east along leading to the site and the other a presentation
the bay to the campus. N. Irwin Ave. or Danz Ave. of the campus of the University of Wisconsin -
may also be taken north to East Shore Drive. Green Bay with the Weidner Center highlighted.
FROM 41 SOUTH, 41-141 NORTH:
I-43 South (Tower Drive) to Exit 185 (54-57), or
172 east to I-43, then north to Exit 185 (54-57),
54-57 to University Ave.-Nicolet Drive exit,
Nicolet Drive to campus.
FROM AUSTIN-STRAUBEL FIELD:
172 east to I-43, then north to Exit 185 (54-57),
54-57 to University Ave.-Nicolet Drive exit,
Nicolet Drive to campus.
FROM I-43 SOUTH:
I-43 North to Exit 185 (54-57), 54-57 to
University Ave.-Nicolet Drive exit, Nicolet Drive
to campus.
FROM 29 EAST:
29 West to I-43 North, I-43 to Exit 185 (54-57),
54-57 to University Ave.-Nicolet Drive exit,
Nicolet Drive to campus.
PLEASE MARK IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
FOR ALL NOMINEES EXCEPT THOSE WRITTEN IN SPACE AT LEFT / /
WITHHOLD AUTHORITY FOR ALL NOMINEES / /
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES.
Please mark one box only in the ELECTION OF
DIRECTORS, sign exactly as your name is printed on this card, date, and
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Signature(s) of shareholder(s)
Date: , 1996
-------------------------------------------------------------------------
1. ELECTION OF DIRECTORS
A. Dean Arganbright, Sister M. Lois Bush, SSM, and
James L. Kemerling
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
- ------------------------------------------------------------------------------
PROXY -- WPS RESOURCES CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
SHAREHOLDERS MEETING -- MAY 2, 1996
The undersigned hereby appoints Daniel A. Bollom and Francis J. Kicsar as
Proxies, each with the power to appoint a substitute, and hereby authorizes
them to represent and to vote, as designated below and, in their discretion,
upon such other business as may properly come before the meeting, all the
shares of common stock of WPS Resources Corporation held of record by the
undersigned on March 14, 1996, at the Annual Meeting of Shareholders to be
held on May 2, 1996, at 10:30 a.m. or any adjournment thereof:
(This proxy is continued, and is to be signed and dated on the reverse side.)