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 SECTION240.14A-11(C) OR
SECTION240.14A-12
WPS RESOURCES CORPORATION
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(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/ NO FEE REQUIRED.
/ / FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1)
AND 0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
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(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
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(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):
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(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
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(5) TOTAL FEE PAID:
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/ / 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:
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(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
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(3) FILING PARTY:
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(4) DATE FILED:
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WPS RESOURCES CORPORATION
700 NORTH ADAMS STREET, P. O. BOX 19001, GREEN BAY, WISCONSIN 54307-9001
March 20, 1997
Dear WPS Resources Corporation Shareholder:
You are cordially invited to attend the 1997 Annual Shareholders Meeting which
will be held at 10:30 A.M., on Thursday, May 1, 1997, at the Regency Conference
Center, 333 Main Street, Green Bay, Wisconsin. Free parking will be available in
a Company parking lot, located directly north of the Center, on Elm Street.
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 1, 1997
---------------------
TO THE SHAREHOLDERS OF WPS RESOURCES CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of WPS
Resources Corporation, a Wisconsin corporation (the "Company"), will be held on
Thursday, May 1, 1997, at 10:30 A.M., CDT, at the Regency Conference Center, 333
Main Street, Green Bay, Wisconsin for the following purposes:
1. To elect three directors of Class C to hold office until the Annual
Meeting of Shareholders in 2000 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 12, 1997 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
[SIGNATURE]
FRANCIS J. KICSAR
SECRETARY
Green Bay, Wisconsin
March 20, 1997
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 20, 1997
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 1, 1997
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors ("Board") of WPS Resources Corporation (the
"Company") for the Annual Meeting of Shareholders to be held on Thursday, May 1,
1997 at 10:30 A.M., CDT, at the Regency Conference Center, 333 Main Street,
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 12, 1997
("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 20, 1997.
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
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.
1
On December 12, 1996, the Board of Directors of the Company approved the
issuance to shareholders as of December 16, 1996, of a dividend of one common
share purchase right (a "Right") for each outstanding share of the Company's
Common Stock. The Rights are not presently exercisable, but ten days after a
person or group acquires 15% or more of the Company's Common Stock or ten
business days (subject to extension) after a person or group announces a tender
offer to acquire at least 15% of the Company's Common Stock, the Rights will
become exercisable. Such Rights will entitle each holder of Common Stock of the
Company to purchase one share of authorized but unissued Common Stock of the
Company for each Right. The exercise price of each Right is $85. Upon the
acquisition by any person or group of 15% or more of the Common Stock of the
Company, each Right, other than Rights held by an acquiring party, will entitle
the holder to purchase, at the exercise price, Common Stock of the Company
having a market value of two times the exercise price. The Rights Agreement
excludes from the effects thereof the inadvertent acquisition of 15% or more of
the Company's Common Stock, provided there is prompt divestment to less than
15%. The Rights may be redeemed or may, under certain circumstances, be
exchanged for shares of Common Stock of the Company, all as provided and subject
to the limitations set forth in the agreement setting forth the terms of the
Rights; otherwise, such rights expire on December 11, 2006. None of the
shareholdings or percentages of outstanding shares reported in this proxy
statement reflect the Rights or shares of Common Stock which may be purchased
upon the exercise of the Rights. The Company has prepared a Summary of Rights to
Purchase Common Shares, a copy of which is available free of charge from the
Company.
2
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, 1997, 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 10,113(4)
Value per share Larry L. Weyers 3,177
Patrick D. Schrickel 2,664
Clark R. Steinhardt 4,595
J. Gus Swoboda 5,915
A. Dean Arganbright 2,010
Sister M. Lois Bush 500(5)
James L. Kemerling 1,108
Richard A. Bemis 1,686
Robert C. Gallagher 2,961
Michael S. Ariens 3,340(6)
Kathryn M. Hasselblad-Pascale 3,111(7)
All directors and officers as a
group (21) 68,501(8)
- ------------------------
(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 who owns 10 shares of Preferred Stock 5% Series ($100
par value) of Wisconsin Public Service Corporation ("WPSC").
(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.
(3) Includes shares of common stock held in the Wisconsin Public Service
Corporation Employee Stock Ownership Plan and Trust ("ESOP"), and the
Wisconsin Public Service Corporation Deferred Compensation Trust ("Deferred
Compensation Trust").
3
(4) Includes 525 shares held in survivorship marital property.
(5) Owned by Sisters of the Sorrowful Mother of which Sister M. Lois Bush is a
member.
(6) Includes 2,089 shares held by M&M Ariens, Inc.
(7) Includes 852 shares owned by spouse.
(8) Includes shares described in notes (1) through (7) and 276 shares held in
joint tenancy.
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 C directors for three-year terms to expire at the 2000 Annual
Meeting of Shareholders and upon the election and qualification of their
successors. Michael S. Ariens, Kathryn M. Hasselblad-Pascale, and Larry L.
Weyers are presently Class C 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 unwilling to serve as a director 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.
4
NOMINEES -- CLASS C -- TERM EXPIRING IN 2000
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ------------------------------------ --- ----------------------------------------------- -----------
Michael S. Ariens (1)(3)(4) 65 Chairman, Ariens Company, Brillion, WI 1974
(manufacturer of outdoor power equipment)
Kathryn M. Hasselblad-Pascale 49 Partner, Hasselblad Machine Company, LLP, Green 1987
(2)(3)(4) Bay, WI (manufacturer of automatic screw
machine products)
Larry L. Weyers 51 President and Chief Operating Officer of the 1996
Company
- ------------------------
(1) Member of Strategic Action Planning Committee.
(2) Member of Shareholder Committee.
(3) Member of Audit Committee.
(4) Member of Nominating Committee.
Each of the nominees has served in the same or another position with the
employer indicated for at least five years.
The following tables set forth certain information about Class A and Class B
directors who are not standing for election in 1997.
CLASS A -- TERM EXPIRING IN 1998
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ------------------------------------ --- ----------------------------------------------- -----------
Richard A. Bemis (3)(4) 55 President and Chief Executive Officer, Bemis 1983
Manufacturing Company, Sheboygan Falls, WI
(manufacturer of toilet seats, contract
plastics, and wood products)
Daniel A. Bollom 60 Chairman and Chief Executive Officer of the 1989
Company
Robert C. Gallagher (2)(3)(4)(5) 58 Chairman and Chief Executive Officer, 1992
Associated Bank, Green Bay, WI;
Vice Chairman, Associated Banc-Corp, Green
Bay, WI
5
CLASS B -- TERM EXPIRING IN 1999
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ------------------------------------ --- ----------------------------------------------- -----------
A. Dean Arganbright (1)(2)(3)(5) 66 Retired Chairman, President, and Chief 1972
Executive Officer, Wisconsin National Life
Insurance Company, Oshkosh, WI
Sister M. Lois Bush, SSM (1)(3) 52 Chief Executive Officer, Ministry Health Care, 1993
Inc., Milwaukee, WI (a health care delivery
system)
James L. Kemerling (1)(2)(3)(5) 57 Consultant, Wausau, WI, 1996; Chairman, 1988
President, and Chief Executive Officer, The
Specialty Packaging Group, Inc., Wausau, WI
(manufacturer of composite cans), 1994-1996;
President and Chief Executive Officer,
Shade/Allied Inc., Green Bay, WI (manufacturer
of business forms), 1990-1994
- ------------------------
(1) Member of Strategic Action Planning Committee.
(2) Member of Shareholder Committee.
(3) Member of Audit Committee.
(4) Member of Nominating Committee.
(5) Member of Compensation Committee.
Each of the Class A and Class B directors, except Mr. Kemerling, has served
in the same or another position with the employer indicated for at least five
years.
Other directorships held by the directors include the following:
Richard A. Bemis -- W. H. Brady Company, Milwaukee, WI
Robert C. Gallagher -- Associated Banc-Corp, Green Bay, WI
Michael S. Ariens -- David White, Inc., Germantown, WI
During 1996, the Board met eight times. All directors attended more than 75%
of the total number of meetings, including meetings of committees of which they
are members.
6
Non-employee director remuneration consists of a monthly fee of $1,292, and
$825 or $200, respectively, for each Board meeting attended or for each
telephonic meeting. Non-employee director remuneration also consists of $750 for
each Board committee meeting attended. Employee directors receive no
compensation for their services as directors.
The Compensation Committee, which is composed of three non-employee
directors, met two times during 1996. Its function is to recommend to the Board
the compensation to be paid to officers and selected managerial personnel.
The Nominating Committee, which consists of four non-employee 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 one time
in 1996. 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.
The Audit Committee, which includes all non-employee directors, met two
times during 1996. 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.
The Shareholder Committee, which consists of four non-employee directors,
considers issues of strategic interest to shareholders. The Shareholder
Committee met four times in 1996.
The Strategic Action Planning Committee, which consists of four non-employee
directors, reviews and provides input into the Company's Strategic Plans. The
Strategic Action Planning Committee met one time in 1996.
7
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of statements of beneficial ownership and of
changes therein furnished to the Company during and with respect to the 1996
calendar year and written representations made to the Company, the management
has concluded that no person who at any time during 1996 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.
8
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 1996,
1995, and 1994 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 1996 214,728.38 0.00 598.00 0.00 0.00 0.00 160,168.50
Chairman and 1995 291,582.00 0.00 5,398.98 0.00 0.00 0.00 42,770.04
Chief Executive 1994 273,662.25 0.00 10,543.74 0.00 0.00 0.00 50,229.14
Officer (1)
Larry L. Weyers 1996 171,402.30 0.00 8,051.52 0.00 0.00 0.00 45,187.65
President and 1995 134,720.34 0.00 4,984.49 0.00 0.00 0.00 21,484.68
Chief Operating 1994 118,914.18 0.00 83.87 0.00 0.00 0.00 20,662.68
Officer (1)
Patrick D. Schrickel 1996 157,019.17 0.00 3,424.84 0.00 0.00 0.00 37,407.12
Executive 1995 159,477.00 0.00 3,256.72 0.00 0.00 0.00 20,840.08
Vice President (1) 1994 150,553.50 0.00 3,417.54 0.00 0.00 0.00 23,325.59
Clark R. Steinhardt 1996 132,282.96 0.00 7,372.40 0.00 0.00 0.00 65,172.23
Senior 1995 156,933.00 0.00 4,763.61 0.00 0.00 0.00 23,259.79
Vice President (2) 1994 148,012.47 0.00 1,644.64 0.00 0.00 0.00 27,769.60
Jelmer G. Swoboda 1996 124,261.78 0.00 8,950.18 0.00 0.00 0.00 73,162.61
Senior 1995 161,922.96 0.00 8,871.37 0.00 0.00 0.00 21,417.98
Vice President (2) 1994 153,193.02 0.00 8,898.91 0.00 0.00 0.00 23,877.90
- ------------------------------
(1) Officer of both the Company and WPSC.
(2) Officer of WPSC.
(3) Compensation deferred at election of executive (exclusive of deferred
amounts treated as if fully invested in Company Common Stock included in
column (i)) includable under Salary for year earned.
9
(4) These amounts reflect the following: spouse expense, flexible spending
account refunds, taxable meals, imputed lodge income, insurance
reimbursements, and vacation and holiday pay. Perquisites that exceed 25% of
the total perquisites are as follows: Vacation/Holiday payments for Bollom,
Weyers, Schrickel, Steinhardt, and Swoboda were $0, $8,051.52, $2,924.20,
$6,993.84, and $8,610.62, respectively, for 1996; $4,697.85, $4,623.43,
$2,562.32, $3,153.97, and $8,437.22, respectively, for 1995; and $9,934.21,
$0, $2,685.69, $0, and $8,563.76, respectively, for 1994. Spouse expense
payments for Bollom and Steinhardt were $464.00 and $1,231.26, respectively,
in 1996 and 1994, respectively. An insurance reimbursement for Weyers was
$81.57 in 1994.
(5) These amounts reflect WPSC contributions under the ESOP for Bollom, Weyers,
Schrickel, Steinhardt, and Swoboda of $2,937.39, $2,937.39, $2,937.39,
$2,830.16, and $2,766.11, respectively, for 1996; $2,485.02, $2,372.20,
$2,425.12, $2,385.57, and $2,436.75, respectively, for 1995; and $1,614.15,
$1,466.13, $1,562.01, $1,534.20, and $1,568.38, respectively, for 1994.
Above Market Deferred Compensation Interest for Bollom, Weyers, Schrickel,
Steinhardt, and Swoboda was $42,339.96, $15,316.11, $16,109.98, $21,979.77,
and $16,840.05, respectively, for 1996; $18,278.31, $9,539.05, $6,952.54,
$9,659.88, and $7,291.57, respectively, for 1995; and $28,027.64,
$10,734.56, $10,904.85, $15,550.48, and $11,204.97, respectively, for 1994.
Supplemental Retirement Benefits for Bollom, Weyers, Schrickel, Steinhardt,
and Swoboda were $410, $261, $177, $178, and $173, respectively, for 1996;
$335, $100, $152, $153, and $150, respectively, for 1995; and $357, $85,
$162, $198, and $161, respectively, for 1994. Retirement Plan Supplement for
Bollom, Weyers, Schrickel, Steinhardt, and Swoboda was $982, $102, $191,
$59, and $365, respectively, for 1996; $1,261, $43, $147, $76, and $205,
respectively, for 1995; and $1,074, $53, $158, $126, and $220, respectively,
for 1994. Deferred Compensation (not deferred at the election of the
executive) for Bollom, Weyers, Schrickel, Steinhardt, and Swoboda was
$21,472.75, $12,951.61, $11,449.35, $11,279.05, and $11,597.85,
respectively, for 1996. Deferred Compensation (deferred at the election of
the executive and treated as if fully invested in Company Common Stock) for
Bollom, Weyers, Schrickel, Steinhardt, and Swoboda was $92,026.40,
$13,619.54, $6,542.40, $28,846.25, and $41,420.60, respectively, for 1996.
Included in column (i), for the first time in 1996, were deferred
compensation amounts not deferred at the election of the executive and
included in column (e) in previous Proxy Statements (except for Weyers whose
deferred compensation was not included in a previous Proxy Statement) for
Bollom, Weyers, Schrickel, Steinhardt, and Swoboda $20,410.71, $9,430.43,
$11,163.42, $10,985.34, and $11,334.66, respectively, for 1995; and
$19,156.35, $8,323.99, $10,538.73, $10,360.92, and $10,723.55 for 1994.
10
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)
S&P
500 EEI
Years WPSR Index Index
1991 $ 100 $ 100 $ 100
1992 119 108 108
1993 133 118 120
1994 112 120 106
1995 152 165 139
1996 135 203 140
Assumes $100 invested on December 31, 1991
in WPSR Common Stock, S&P 500
Index, and EEI 100 Index.
(1) Total return assumes reinvestment of dividends.
(2) The following companies are included in the EEI 100 Index:
SCECORP and Southern Indiana Gas & Electric Company, which were included in
the EEI 100 Index for 1995, are included in the EEI 100 Index for 1996 as Edison
International and SIGECORP, respectively. El Paso Electric Company, which was
included in the EEI 100 Index for 1995 is not included in the Index for 1996.
11
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
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
DOMINION RESOURCES INC
DPL INC
DQE INC
DTE ENERGY
DUKE POWER INC
EASTERN UTILITIES ASSOC
EDISON INTERNATIONAL
EMPIRE DISTRICT ELEC CO
ENOVA CO
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 INC
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
SIERRA PACIFIC RESOURCES
SOUTHERN CO
SIGECORP
SOUTHWESTERN PUBLIC SVC CO
ST. JOSEPH LIGHT & POWER CO
TECO ENERGY INC
TEXAS UTILITIES CO
TNP ENTERPRISES INC
TUCSON ELECTRIC POWER CO
UNICOM INC
UNION ELECTRIC CO
UNITED ILLUMINATING CO
UNITIL CORP
UPPER PENINSULA ENERGY CORP
UTILICORP UNITED
WASHINGTON WATER POWER CO
WESTERN RESOURCES
WISCONSIN ENERGY CORP
WPS RESOURCES
WPL HOLDINGS INC
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BOARD COMPENSATION COMMITTEE REPORT
The Company maintains a market-based executive compensation plan for the
Chairman and Chief Executive Officer and the other executive officers of the
Company and its subsidiaries. The pay plan is designed to support the Company's
vision and mission statements and its commitment to a quality management
philosophy. Pay advancement is based on the relationship between the executive's
salary and the compensation range of the assigned pay grade. The pay plan is
designed to bring executives to their target compensation rates (the maximum
compensation range values) over a ten-year period. The minimum range values are
80% of the maximum compensation range values. Those farther below the target
compensation rates receive larger salary increases than those closer to the
target compensation rates. If an executive is promoted to a higher-rated
position, a promotional increase is provided at the time of the change in
duties. Although compensation levels for 1996 were not adjusted to reflect
actual or projected financial results, the Compensation Committee reserves the
right to recommend revised compensation levels after considering all of the
future qualitative and quantitative facts and circumstances surrounding actual
or projected financial results.
The Compensation Committee met on September 12, 1996 to address the
compensation of the Chairman and Chief Executive Officer and all other executive
officers of the Company and its subsidiaries. The result is new compensation
ranges for each pay grade and new salary levels which became effective October
6, 1996. The new compensation range for the Chairman and Chief Executive Officer
is $352,598 to $440,748. The Chairman and Chief Executive Officer's annual
salary, effective October 6, 1996, was set at $373,683. The new rate is intended
to bring the annual salary closer to the target compensation rate of $440,748
which is approximately 50% of the median total compensation of chairmen and
chief executive officers as reported in a compensation survey completed for the
Company by Ernst & Young. Although the survey results support significantly
higher compensation for the Chairman and Chief Executive Officer, other factors
were considered in determining the approved target compensation rate. These
factors include the widespread use of incentive pay practices at other companies
which are not part of Company compensation practices for executives and the
concern over rising executive compensation levels in American business. The
survey included fiscal year 1995 compensation for both utility and industrial
companies with revenues generally comparable to those of the Company. Many of
the 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. The Chairman and Chief
Executive Officer's salary of $373,683 is 92.8% and 41.3%, respectively, of the
median base salary of $402,500 and the median total compensation of $905,220
reported in the survey.
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The compensation range for the Chairman and Chief Executive Officer during
the period January 1, 1996 to October 5, 1996 was $271,308 to $339,132. The
Chairman and Chief Executive Officer's annual salary in effect for the same
period was $305,361. The target compensation rate of $339,132 was based on 1995
median base salaries, which exclude incentive and other forms of cash
compensation, reported to the EEI by utilities with revenues generally
comparable to those of the Company. Many of the 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. The Chairman and Chief Executive Officer's salary of $305,361 was
77.1% and 45.4%, respectively, of the median base salary of $396,045 and the
median total compensation of $671,957 reported in the survey.
The primary differences in determining the Chairman and Chief Executive
Officer's old and new compensation levels are (1) the old comparisons were only
made to base salary levels while the new comparisons were made to total
compensation levels which include not only base salary but also short-term and
long-term incentives, and (2) a change from a utility industry compensation
survey to a survey which included compensation from both utility and industrial
companies.
The Company and its subsidiaries have considered the implications of Section
162(m) of the Internal Revenue Code (the "Code") regarding the deductibility of
annual executive compensation over $1,000,000. 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 WPS Resources Corporation Deferred Compensation Plan ("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 for each of the five named senior officers is credited to the
Deferred Compensation Plan in lieu of
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being paid directly to the officer. The amount deferred is credited to the Stock
Account and treated as if fully invested in Company Common Stock.
VOLUNTARY SALARY DEFERRALS. Additionally, each of the five named senior
officers may elect to defer up to 30% of their compensation for any year and
have such amount credited, for recordkeeping 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 equity. (Voluntary Salary Deferrals made prior to
January 1, 1996 are 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.
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 5 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
15
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.
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, 1996 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
31,000 74,400
32,000 76,800
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 6% 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
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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.
A Change in Control means any of the following events:
(i) approval by the shareholders of the Company of a merger or consolidation
of the Company or WPSC with or into another corporation if neither the
Company nor any of its 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 or any of its subsidiaries);
(ii) the acquisition by any person (other than the Company or any of its
subsidiaries, the ESOP, or the Deferred Compensation Trust) of beneficial
ownership of 15% or more of the voting power of the shares of the then
outstanding capital stock of the Company or WPSC;
(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 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 a loan 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 loan that has 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.
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The Wisconsin Public Service Corporation Administrative Employees'
Retirement Plan ("Pension Plan"), under which executive officers are included,
is a non-contributory 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 1996.
Straight-line benefits at the normal retirement age of 65 (with a 50% benefit
payable to a surviving spouse, actuarially reduced for any age differences) are
determined by the average of the 5 highest years compensation in the last 10
years, times 55%, times years of service up to 35, divided by 35, plus .5% 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 1.5% 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 for specified remunerations and years of service under the
provisions of the Pension Plan in effect December 31, 1996, and assuming
retirement on that date:
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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 40 YEARS
- ----------------- ----------- ---------- ---------- ---------- ---------- ----------
$ 160,000 $ 36,000 $ 48,000 $ 60,000 $ 72,000 $ 80,512 $ 84,512
170,000 38,250 51,000 63,750 76,500 86,012 90,262
180,000 40,500 54,000 67,500 81,000 91,512 96,012
190,000 42,750 57,000 71,250 85,500 97,012 101,762
200,000 45,000 60,000 75,000 90,000 102,512 107,512
210,000 47,250 63,000 78,750 94,500 108,012 113,262
220,000 49,500 66,000 82,500 99,000 113,512 119,012
230,000 51,750 69,000 86,250 103,500 119,012 124,762
240,000 54,000 72,000 90,000 108,000 124,512 130,512
250,000 56,250 75,000 93,750 112,500 130,012 136,262
260,000 58,500 78,000 97,500 117,000 135,512 142,012
270,000 60,750 81,000 101,250 121,500 141,012 147,762
280,000 63,000 84,000 105,000 126,000 146,512 153,512
290,000 65,250 87,000 108,750 130,500 152,012 159,262
300,000 67,505 90,007 112,509 135,010 157,512 165,012
310,000 69,862 93,150 116,437 139,725 163,012 170,762
320,000 72,219 96,293 120,366 144,439 168,512 176,512
330,000 74,577 99,435 124,294 149,153 174,012 182,262
340,000 76,934 102,578 128,223 153,867 179,512 188,012
350,000 79,291 105,721 132,151 158,582 185,012 193,762
360,000 81,648 108,864 136,080 163,296 190,512 199,512
Compensation for pension purposes differs from the amounts in the annual
compensation columns of the Summary Compensation Table for all five executive
officers named. Messrs. Bollom, Weyers, Schrickel, Steinhardt, and Swoboda had
1996 pensionable compensation of $328,227, $199,668, $177,935, $177,304, and
$182,303, respectively. Messrs. Bollom, Weyers, Schrickel, Steinhardt, and
Swoboda have credited service under the Pension Plan as of December 31, 1996 of
39, 11, 31, 29, and 38 years, respectively. Benefit amounts in the table have
been reduced for Social Security offsets.
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The annual benefits payable from the Pension Plan are subject to a maximum
limitation ($125,000 for 1997) under Internal Revenue Code Section 415. In
addition, the amount of compensation considered for purposes of the Pension Plan
is limited ($160,000 for 1997) 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 1996 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 as proxies will
vote upon them in accordance with their best judgment.
Certain of the officers, directors, and employees of the Company may solicit
proxies by correspondence, telephone, telegraph, or in person, but without extra
compensation. The Company may reimburse banks, brokers, nominees, and other
fiduciaries their reasonable charges and expenses incurred in forwarding the
proxy soliciting material to and receiving proxies from the beneficial owners.
ANNUAL REPORTS
The Annual Report of the Company for the year 1996, 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
1997), was mailed to all shareholders in February of 1997 and to all persons who
subsequently became shareholders of record prior to the 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.
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THE COMPANY FILES A SEPARATE ANNUAL REPORT WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K. A COPY OF FORM 10-K FOR THE YEAR 1996 (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, WISCONSIN 54307-9001.
FUTURE SHAREHOLDER PROPOSALS
Any shareholder proposals intended for consideration at the 1998 Annual
Meeting of Shareholders must be received by the Company by November 20, 1997.
WPS RESOURCES CORPORATION
[SIGNATURE]
FRANCIS J. KICSAR
SECRETARY
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PROXY -- WPS RESOURCES CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL SHAREHOLDERS
MEETING -- MAY 1, 1997
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 on the reverse side of this card
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 12, 1997, at the
Annual Meeting of Shareholders to be held on May 1, 1997, at 10:30 a.m., CDT,
or any adjournment thereof:
(This proxy is continued, and is to be signed and dated on the reverse side.)
Please mark in oval in the following manner using dark ink only. / /
- -------------------------------------------------------------------------------
For all nominees Withhold
except those authority
written in space for all
at left nominees
/ / / /
1. Election of Directors THIS PROXY, WHEN PROPERLY
Michael S. Ariens, Kathryn M. EXECUTED, WILL BE VOTED IN THE
Hasselblad-Pascale, and Larry L. Weyers MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES.
(Instruction: To withhold authority Please mark one box only in
to vote for any individual nominee, the election of directors,
write that nominee's name in the sign exactly as your name
space provided below.) is printed on this card,
date, and return promptly
- ------------------------------- in the enclosed envelope.
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Signature(s) of shareholder(s)
Date: ,1997
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