1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
WPL HOLDINGS, INC.
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(Name of Registrant as Specified in Its Charter)
WPL HOLDINGS, INC.
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(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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
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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.
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/ / 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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[WPL LOGO]
222 WEST WASHINGTON AVENUE P. O. BOX 2568 MADISON, WI 53701-2568 PHONE:
608/252-4888
MARCH 27, 1995
TO THE OWNERS OF WPL HOLDINGS, INC.:
We extend a cordial invitation to you to join us at the 1995 Annual Meeting
of Shareowners. The meeting will be held immediately following the Annual
Meeting of Shareowners of Wisconsin Power and Light Company at the Exhibition
Hall at the Dane County Expo Center, 1881 Expo Mall, Madison, Wisconsin, on May
17, 1995, at 10:00 a.m. To help with directions, a map showing the location of
the meeting site is provided on the last page of this document. Parking will be
available at no cost. If you plan to join us, please indicate the names of the
individuals who will be attending on the enclosed proxy card reservation form.
WPL Holdings, Inc. (the Company) and Wisconsin Power and Light Company
(WP&L), a subsidiary of the Company, will be holding separate shareowner
meetings. If you are a shareowner of the Company and a preferred shareowner of
WP&L, you will receive two Notices of Annual Meeting and Proxy Statements and
two proxy cards, one for each company. If you are a shareowner of both
companies, you will have to return both cards to vote all your shares.
The enclosed Notice of Annual Meeting and Proxy Statement sets forth the
items to be considered at the meeting of the Company. There will also be
informative reports on the affairs of the Company, WP&L, and Heartland
Development Corporation, after which shareowners will be given the opportunity
to ask questions and make comments. A lunch will be served following the
meeting.
It is important to your interests, and also is helpful to the directors of
the Company, that all shareowners participate in the affairs of the Company,
regardless of the number of shares owned. Whether or not you plan to attend the
meeting, please sign and date the enclosed proxy card and return it in the
postage paid envelope. You may, of course, still vote your shares in person at
the meeting even if you have previously returned your proxy.
Your participation in person or by proxy is very important.
Sincerely,
[SIG]
ERROLL B. DAVIS, JR.
President and Chief Executive Officer
3
WPL HOLDINGS, INC.
ANNUAL MEETING OF SHAREOWNERS
DATE: May 17, 1995
TIME: Directly Following the 10:00 a.m.
Annual Meeting of Shareowners of
Wisconsin Power and Light Company
LOCATION: Exhibition Hall
Madison, Wisconsin
(See map printed on the last page
of the Proxy Statement)
SHAREOWNER INFORMATION NUMBERS
LOCAL CALLS (MADISON AREA) ................. 252-3110
TOLL FREE NUMBER ..................... 1-800-356-5343
4
[WPL LOGO]
222 WEST WASHINGTON AVENUE P. O. BOX 2568 MADISON, WI 53701-2568 PHONE:
608/252-4888
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
DIRECTLY FOLLOWING THE 10:00 A.M. ANNUAL MEETING OF SHAREOWNERS
OF WISCONSIN POWER AND LIGHT COMPANY, MAY 17, 1995
The Annual Meeting of Shareowners of WPL Holdings, Inc. (the Company) will
be held at the Exhibition Hall at the Dane County Expo Center, 1881 Expo Mall,
Madison, Wisconsin, on May 17, 1995, directly following the 10:00 a.m., local
time, Annual Meeting of Shareowners of Wisconsin Power and Light Company, for
the following purposes:
(1) To elect a total of four directors for terms expiring at the 1998
Annual Meeting of Shareowners.
(2) To appoint Arthur Andersen LLP as independent auditors for the calendar
year 1995.
(3) To consider and act upon any other business that may properly come
before the meeting.
The Board of Directors of the Company presently knows of no other business
to come before the meeting.
Only the holders of common stock of record on the books of the Company at
the close of business on March 21, 1995, are entitled to vote at the meeting.
All such shareowners are requested to be present at the meeting in person or by
proxy, so that the presence of a quorum may be assured.
PLEASE SIGN AND RETURN YOUR PROXY IMMEDIATELY. IF YOU ATTEND THE MEETING,
YOU MAY WITHDRAW YOUR PROXY AT THE REGISTRATION DESK AND VOTE IN PERSON. ALL
SHAREOWNERS ARE URGED TO RETURN THEIR PROXIES PROMPTLY.
Your proxy covers all of your shares of common stock of the Company. For
present or past employees of the Company or Wisconsin Power and Light Company,
your proxy includes any shares held for your account under the Company's
Dividend Reinvestment and Stock Purchase Plan. For shares credited to an account
under the Wisconsin Power and Light Company Employees' Retirement Savings Plan
(formerly called Employees' Long Range Savings and Investment Plan), you will
receive a form of proxy from the trustee of the plan.
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A copy of the 1994 Annual Report of the Company is enclosed.
By Order of the Board of Directors,
[SIG]
EDWARD M. GLEASON
Vice President, Treasurer and
Corporate Secretary
WPL Holdings, Inc.
March 27, 1995
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[WPL LOGO]
222 WEST WASHINGTON AVENUE P. O. BOX 2568 MADISON, WI 53701-2568 PHONE:
608/252-4888
MARCH 27, 1995
------------------------------
PROXY STATEMENT RELATING TO
1995 ANNUAL MEETING OF SHAREOWNERS
The purposes of the meeting are set forth in the accompanying notice. The
enclosed proxy relating to the meeting is solicited on behalf of the Board of
Directors of the Company and the cost of such solicitation will be borne by the
Company. Following the original solicitation of proxies by mail, beginning on or
about March 27, 1995, certain of the officers and regular employees of the
Company may solicit proxies by telephone, telegraph or in person, but without
extra compensation. The Company will pay to banks, brokers, nominees, and other
fiduciaries, their reasonable charges and expenses incurred in forwarding the
proxy material to their principals.
The Company is the parent holding company of Wisconsin Power and Light
Company (WP&L) and Heartland Development Corporation (HDC).
The Company will furnish without charge, to each shareowner who is entitled
to vote at the meeting and who makes a written request, a copy of the Company's
Annual Report on Form 10-K (not including exhibits thereto), as filed pursuant
to the Securities Exchange Act of 1934. Written requests for the Form 10-K
should be mailed to the Corporate Secretary at the address stated above.
PROPOSAL #1:
ELECTION OF DIRECTORS
Four directors are to be elected at the meeting. L. David Carley, Donald R.
Haldeman, Arnold M. Nemirow and Judith D. Pyle are nominees to hold office for a
term expiring at the 1998 Annual Meeting of Shareowners of the Company or until
successors have been duly elected and qualified.
Directors will be elected by a plurality of the votes cast at the meeting
(assuming a quorum is present). Consequently, any shares not voted at the
meeting, whether due to abstentions, broker nonvotes or otherwise, will have no
impact on the election of directors. A vote shown as withheld on a returned
proxy card will be treated as an abstention. The proxies solicited may be voted
for a substitute nominee or nominees in the event that any of the nominees shall
be unable to serve, or for good reason will not serve, a contingency not now
anticipated.
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Brief biographies of the director nominees and continuing directors follow.
These biographies include their age (as of March 15, 1995), an account of their
business experience, and the names of publicly-held and certain other
corporations of which they are also directors. Except as otherwise indicated,
each nominee and continuing director has been engaged in his or her present
occupation for at least the past five years.
Nominees
L. DAVID CARLEY
----------------------
Principal Occupation: Consultant to institutions and
associations in higher
education and health delivery; financial advisor to
small businesses.
Age: 66
(Photo)
Served as director since: February 1994
Annual Meeting at which nominated term of office will
expire: 1998
----------------------
Other Information: Mr. Carley has served as a director of WP&L from 1975 to
1977, and again since 1983. He is also a trustee of the Kennedy Presidential
Library, and is a former trustee of Kalamazoo College. He is a past member of
the Board of Regents of the University of Wisconsin System, is a past president
of the National Association of Public Television Stations, and is a past
president of the Medical College of Wisconsin.
DONALD R. HALDEMAN
----------------------
Principal Occupation: Executive Vice President and Chief
Executive Officer,
Rural Insurance Companies (a mutual group), Madison,
Wisconsin.
Age: 58
(Photo)
Served as director since: February 1994
Annual Meeting at which nominated term of office will
expire: 1998
----------------------
Other Information: Mr. Haldeman has served as a director of WP&L since July
1985. Mr. Haldeman is also a director of Competitive Wisconsin, Inc. and a
member of the board and chairman of the Natural Resources Foundation of
Wisconsin, Inc. He is a member of the Board of Visitors for the University of
Wisconsin-Madison School of Veterinary Medicine.
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8
ARNOLD M. NEMIROW
----------------------
Principal Occupation: President and Chief Executive
Officer, Bowater, Inc.
(a pulp and paper manufacturer), Greenville, South
Carolina.
Age: 51
(Photo)
Served as director since: February 1991
Annual Meeting at which nominated term of office will
expire: 1998
----------------------
Other Information: Mr. Nemirow served as President, Chief Executive Officer and
Director of Wausau Paper Mills Company, a pulp and paper manufacturer, from 1990
until joining Bowater, Inc., in July 1994. Mr. Nemirow has served as a director
of WP&L since February 1994. He is a member of the New York Bar.
JUDITH D. PYLE
----------------------
Principal Occupation: Vice Chair and Senior Vice
President of Corporate
Marketing of Rayovac Corporation (a battery and
lighting products
manufacturer), Madison, Wisconsin.
(Photo)
Age: 51
Served as a director since: May 1992
Annual Meeting at which nominated term of office will
expire: 1998
----------------------
Other Information: Ms. Pyle has served as a director of WP&L since February
1994. Ms. Pyle is also a director of Rayovac Corporation, Firstar Corporation,
Oshkosh B'Gosh, and H. C. Prange Company. She is also a member of the Board of
Visitors at the University of Wisconsin School of Business and the School of
Family Resources and Consumer Sciences. Further, Ms. Pyle is a member of Boards
of Directors of the United Way Foundation, Greater Madison Chamber of Commerce,
and Wisconsin Taxpayers Alliance, and is a trustee of the White House Endowment
Fund.
THE BOARD OF DIRECTORS RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS
DIRECTORS AND URGES EACH SHAREOWNER TO VOTE "FOR" ALL NOMINEES. SHARES OF COMMON
STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED "FOR" ALL
NOMINEES.
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9
Continuing Directors
LES ASPIN
----------------------
Principal Occupation: Chairman, President's Foreign
Intelligence Advisory Board, Washington, DC, and
Distinguished Professor for International Policy,
Marquette University, Milwaukee, Wisconsin
(Photo)
Age: 56
Served as Director since: February 1994
Annual Meeting at which current term of office will
expire: 1997
----------------------
Other Information: Mr. Aspin has served as Chairman of the President's Foreign
Intelligence Advisory Board, Washington, DC, since May 1994 and as Distinguished
Professor for International Policy at Marquette University, Milwaukee, Wisconsin
since May 1994. Mr. Aspin served as Secretary of Defense under President Clinton
from January 1993 to February 1994. Prior to becoming Secretary of Defense, Mr.
Aspin was a member of the U. S. House of Representatives from 1970 to 1993, and
served as Chairman of the House Armed Services Committee from 1985 to 1993. Mr.
Aspin is also the founder of the Wisconsin Procurement Institute, a
not-for-profit organization which assists small businesses in developing
business relationships with the Federal Government. Mr. Aspin has served as a
director of WP&L since February 1994.
ERROLL B. DAVIS, JR.
----------------------
Principal Occupation: President and Chief Executive
Officer of the Company; President and Chief Executive
Officer of WP&L; Chairman of the Board of HDC.
(Photo)
Age: 50
Served as director since: May 1982
Annual Meeting at which current term of office will
expire: 1997
----------------------
Other Information: Mr. Davis was elected President of the Company in January
1990, and was elected President and Chief Executive Officer of the Company
effective July 1, 1990. He has served as a director of WP&L since April 1984.
Mr. Davis joined WP&L in August 1978 and was elected President in July 1987. He
was elected to his current position with WP&L in August 1988. Mr. Davis was
elected Chairman of the Board of HDC effective July 1, 1990. He is a director of
the American Gas Association; Amoco Oil Company; Competitive Wisconsin, Inc.;
Electric Power Research Institute; PPG Industries, Inc.; Sentry Insurance
Company (a mutual company); and the Wisconsin Utilities Association. Mr. Davis
is also a director and chair of the Wisconsin Association of Manufacturers and
Commerce.
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10
ROCKNE G. FLOWERS
----------------------
Principal Occupation: President and Director of Nelson
Industries, Inc. (a muffler, filter, industrial
silencer, and active sound and vibration control
technology and manufacturing firm), Stoughton,
Wisconsin.
(Photo)
Age: 63
Served as director since: April 1981
Annual Meeting at which current term of office will
expire: 1996
----------------------
Other Information: Mr. Flowers has served as a director of WP&L since February
1994. He previously served as a director of WP&L from April 1979 to July 1990.
Mr. Flowers is also a director of RMT, Inc., a subsidiary of Heartland
Development Corporation; Digisonix, Inc.; American Family Mutual Insurance
Company; Janesville Sand and Gravel Company; M&I Madison Bank; Meriter Health
Services, Inc.; Meriter Hospital; and the Wisconsin History Foundation. He is
also a member of the University of Wisconsin-Madison School of Business Board of
Visitors.
KATHARINE C. LYALL
----------------------
Principal Occupation: President, University of Wisconsin
System, Madison, Wisconsin.
Age: 53
(Photo)
Served as director since: February 1994
Annual Meeting at which current term of office will
expire: 1996
----------------------
Other Information: Ms. Lyall has served as President of the University of
Wisconsin System since April 1992. Prior to becoming President, she served as
Executive Vice President of the University of Wisconsin System. Ms. Lyall has
served as a director of WP&L since October 1986. She also serves on the Board of
Directors of the Kemper National Insurance Companies and the Carnegie Foundation
for the Advancement of Teaching. She is a member of a variety of professional
and community organizations, including the American Economic Association; the
Association of American Universities (currently serving on the executive
committee); the Wisconsin Academy of Sciences, Arts and Letters; the American
Red Cross (Dane County); Competitive Wisconsin, Inc.; and Forward Wisconsin. In
addition to her administrative position, she is a professor of economics at the
University of Wisconsin-Madison.
5
11
MILTON E. NESHEK
----------------------
Principal Occupation: President, Chief Executive Officer
and Director of the law
firm of Godfrey, Neshek, Worth, and Leibsle, S.C.,
Elkhorn, Wisconsin; and
General Counsel, Assistant Secretary and Manager, New
Market Development,
Kikkoman Foods, Inc. (a food products manufacturer),
Walworth, Wisconsin.
(Photo)
Age: 64
Served as director since: December 1986
----------------------
Annual Meeting at which current term of office will
expire: 1997
Other Information: Mr. Neshek has served as a director of WP&L since November
1984. Mr Neshek is also a director of Kikkoman Foods, Inc.; Midwest U.S.-Japan
Association; Regional Transportation Authority (for southeast Wisconsin); and
Wisconsin-Chiba, Inc. He is a fellow in the American College of Probate Counsel.
Mr. Neshek is active in the Walworth County Bar Association, the State Bar of
Wisconsin, and the American Judicature Society.
HENRY C. PRANGE
----------------------
Principal Occupation: Director and Retired Chairman of
the Board,
H. C. Prange Company (retail stores), Green Bay,
Wisconsin.
Age: 67
(Photo)
Served as director since: December 1986
Annual Meeting at which current term of office will
expire: 1996
----------------------
Other Information: Mr. Prange has served as a director of WP&L since December
1965. Mr. Prange is also a director of H. C. Prange Company.
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12
CAROL T. TOUSSAINT
----------------------
Principal Occupation: Consultant
Age: 65
Served as director since: February 1994
(Photo)
Annual Meeting at which current term of office will
expire: 1997
----------------------
Other Information: Mrs. Toussaint has served as a director of WP&L since August
1976. She is an independent consultant on board organization, fund development
and public relations, working primarily with nonprofit organizations. She is the
owner of Vantage Point, a lecture program business, and an Associate of Hayes
Briscoe, a fund development consulting firm. She is an active member and past
chair of the Utility Women's Conference (a national organization open to women
serving as directors or officers of investor-owned electric, gas, water, and
telephone companies). She is a past president of the Rotary Club of Madison, and
a director of the Evjue Foundation; Madison Civic Center Foundation; Madison
Community Foundation; and Wisconsin History Foundation. At the University of
Wisconsin-Madison, she serves as a director of the University Research Park, a
member of the Board of Visitors of the School of Business, a member of the
Alumni Association Cabinet 99, and on the Council on Women's Giving of the
Bascom Hill Society of the University Foundation.
PROPOSAL #2:
APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors of the Company recommends the
reappointment of Arthur Andersen LLP, independent public accountants, as
auditors to examine the consolidated financial statements of the Company for
1995. Arthur Andersen LLP served as auditors for the Company in 1994. In
tabulating the votes for reappointment of Arthur Andersen LLP, an abstention has
the same effect as a vote against. Beneficially owned shares not voted (broker
nonvotes) have no effect on vote tabulations.
A representative of Arthur Andersen LLP will be present at the meeting and
available to make a statement or to respond to questions, as appropriate.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REAPPOINTMENT OF ARTHUR
ANDERSEN LLP. SHARES OF COMMON STOCK REPRESENTED BY EXECUTED BUT UNMARKED
PROXIES WILL BE VOTED "FOR" SUCH REAPPOINTMENT.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company has standing Audit, Compensation and
Personnel, and Nominating Committees. A description of the duties of each
committee and meetings held during 1994 follows.
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AUDIT COMMITTEE
Until February 1994, the Audit Committee consisted of all nonmanagement
members of the Board and was chaired by R. G. Flowers. Beginning in February
1994, the committee was reconstituted to consist of L. Aspin, L. D. Carley, R.
G. Flowers, D. R. Haldeman, H. F. Scheig, and K. C. Lyall (Chair). H. F. Scheig
will retire as a director effective on the date of the 1995 Annual Meeting of
Shareowners. The committee held two meetings in 1994. The committee recommends
to the shareowners the independent auditors to be elected; reviews the reports
and comments of the independent auditors; reviews the activities and reports of
the Company's internal audit staff; and, in response to the reports and comments
of both the independent auditors and internal auditors, recommends to the Board
any action which the Audit Committee considers appropriate.
COMPENSATION AND PERSONNEL COMMITTEE
Until February 1994, the Compensation and Personnel Committee consisted of
all directors who were not and had never been officers, employees, or legal
counsel of the Company and was chaired by M. E. Neshek. Beginning in February
1994, the committee was reconstituted to consist of A. M. Nemirow, M. E. Neshek
(Chair), H. C. Prange, J. D. Pyle, and C. T. Toussaint. The committee held six
meetings in 1994. The committee sets executive compensation policy; reviews the
performance of and approves salaries for officers and certain other management
personnel; reviews and recommends to the Board new or changed employee benefit
plans; reviews major provisions of negotiated employment contracts, if any; and
reviews human resource development programs.
NOMINATING COMMITTEE
Until February 1994, the Nominating Committee consisted of E. B. Davis, Jr.
(Chair), A. M. Nemirow, and J. R. Underkofler, who retired as a director of the
Company effective at the 1994 Annual Meeting. Beginning in February 1994, the
committee was reconstituted to consist of L. Aspin, R. G. Flowers, K. C. Lyall,
A. M. Nemirow (Chair), H. C. Prange, and J. D. Pyle. The committee held one
meeting in 1994. The committee's responsibilities include making recommendations
to the Board of Directors for nominees for election to the Board. In making
recommendations of nominees for election to the Board, the Nominating Committee
will consider nominees recommended by shareowners. Any shareowner wishing to
make a recommendation should write the Chief Executive Officer of the Company,
who will forward all recommendations to the Nominating Committee.
The Board of Directors held eleven meetings during 1994. The following
directors attended fewer than 75% of the aggregate number of meetings of the
Board and committees of the Board on which such director served: L. Aspin; J. D.
Pyle; and H. F. Scheig.
COMPENSATION OF DIRECTORS
No fees are paid to directors who are officers of the Company and/or any of
its subsidiaries (presently Mr. Davis). Nonmanagement directors, each of whom
serve on the Boards of the Company, WP&L, and HDC, receive an annual retainer of
$32,800 for service on all three boards. Travel expenses are paid for each
meeting day attended. All nonmanagement directors also received a 25 percent
Company matching contribution in common stock for limited optional cash
purchases, up to $10,000, of the Company's common stock through the Company's
Dividend Reinvestment and Stock Purchase Plan. Matching contributions of $2,500
each for calendar year 1994 were made for the following directors: L. Aspin, L.
D. Carley, R. G.
8
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Flowers, D. R. Haldeman, K. C. Lyall, A. M. Nemirow, M. E. Neshek, H. C. Prange,
J. D. Pyle, and H. F. Scheig. Mr. Scheig will retire as a director effective on
the date of the 1995 Annual Meeting of Shareowners.
Director's Charitable Award Program--The Company maintains a Director's
Charitable Award Program for the nonmanagement members of its Board of
Directors. The purpose of the Program is to recognize the interest of the
Company and its directors in supporting worthy institutions, and enhance the
Company's director benefit program so that the Company is able to continue to
attract and retain directors of the highest caliber. Under the Program, when a
director dies, the Company will donate a total of $500,000 to one qualified
charitable organization, or divide that amount among a maximum of four qualified
charitable organizations, selected by the individual director. The individual
director derives no financial benefit from the Program. All deductions for
charitable contributions are taken by the Company, and the donations are funded
by the Company through life insurance policies on the directors. Over the life
of the Program, all costs of donations and premiums on the life insurance
policies, including a return of the Company's cost of funds, will be recovered
through life insurance proceeds on the directors. The Program, over its life,
will not result in any material cost to the Company.
Director's Life Insurance Program--The Company maintains a split-dollar
Director's Life Insurance Program for nonemployee directors which provides a
maximum death benefit of $500,000 to each eligible director. Under the
split-dollar arrangement, directors are provided a death benefit only and do not
have any interest in the cash value of the policies. The Life Insurance Program
is structured to pay a portion of the total death benefit to the Company to
reimburse the Company for all costs of the program, including a return on its
funds. The Life Insurance Program, over its life, will not result in any
material cost to the Company.
9
15
OWNERSHIP OF VOTING SECURITIES
Listed in the following table are the shares of the Company's common stock
owned by the executive officers listed in the Summary Compensation Table and all
directors of the Company, as well as the number of shares owned by directors and
officers as a group. To the Company's knowledge, no shareowner beneficially
owned 5 percent or more of the Company's outstanding common stock as of January
31, 1995.
SHARES
BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED(1)
------------------------ ------------
Executives(2)
Lance W. Ahearn............................................................ 898(3)
A. J. (Nino) Amato......................................................... 1,344(4)
William D. Harvey.......................................................... 6,241(4)
Eliot G. Protsch........................................................... 7,037(4)
Director Nominees
L. David Carley............................................................ 2,909
Donald R. Haldeman......................................................... 2,807
Arnold M. Nemirow.......................................................... 5,903
Judith D. Pyle............................................................. 3,789
Continuing Directors
Les Aspin.................................................................. 898
Erroll B. Davis, Jr........................................................ 8,153(4)(5)
Rockne G. Flowers.......................................................... 6,758
Katharine C. Lyall......................................................... 3,545
Milton E. Neshek........................................................... 9,292
Henry C. Prange............................................................ 7,801(4)
Carol T. Toussaint......................................................... 7,741
Retiring Director
Henry F. Scheig............................................................ 3,862(6)
All Executives and Directors as a Group 30 people, including those listed
above...................................................................... 99,514
------------
(1) Total shares of Company common stock outstanding as of January 31, 1995 were
30,773,588. All individual executives and directors owned beneficially less
than one percent of the total outstanding shares. All executives and
directors as a group owned beneficially less than one percent of the total
outstanding shares.
(2) Stock ownership of Mr. Davis is shown with continuing directors.
(3) Mr. Ahearn owns 5 shares of HDC common stock subject to the terms of a
Restricted Stock Agreement with HDC.
(4) Included in the beneficially owned shares shown are the following indirect
ownership interests with shared voting and investment powers: Mr.
Amato -- 822; Mr. Harvey -- 1,459; Mr. Protsch -- 333; Mr. Davis -- 4,236;
and Mr. Prange -- 248.
(5) Mr. Davis has been awarded 1.67 shares of HDC common stock subject to a
Restricted Stock Agreement with HDC.
(6) Mr. Scheig will retire effective on the date of the 1995 Annual Meeting of
Shareowners.
10
16
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth the total compensation
paid by the Company and its subsidiaries for all services rendered during 1994,
1993, and 1992 to 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.
SUMMARY COMPENSATION TABLE
(DOLLARS)
ANNUAL COMPENSATION
----------------------------------------------- RESTRICTED
OTHER ANNUAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION(2) AWARDS(3) COMPENSATION(4)
----------------------------- ---- --------- ------- --------------- ---------- ---------------
Erroll B. Davis, Jr. ........ 1994 426,038 128,232 14,958 272,000 57,723
President and CEO 1993 427,646 115,796 10,262 0 55,674
1992 396,919 82,914 10,675 0 59,474
William D. Harvey............ 1994 193,654 56,080 5,203 0 22,632
Senior Vice President -- WP&L 1993 168,962 42,104 4,152 0 24,003
1992 146,876 24,119 4,321 0 18,807
Eliot G. Protsch............. 1994 190,000 56,080 3,930 0 18,346
Senior Vice President -- WP&L 1993 154,549 42,104 3,194 0 15,371
1992 141,035 23,565 3,163 0 15,512
Lance W. Ahearn.............. 1994 186,533 33,576 0 0 30,811
President and CEO -- HDC 1993 170,500 84,609 0 0 3,570
1992 170,000 88,400 0 0 2,833
A. J. (Nino) Amato........... 1994 152,885 43,138 5,328 0 17,021
Senior Vice President -- WP&L 1993 140,769 33,240 4,181 0 17,842
1992 104,577 20,725 4,564 0 16,275
------------
(1) Includes vacation days sold back to the Company.
(2) Consists of income tax gross-ups for reverse split-dollar life insurance.
(3) The restricted stock award to Mr. Davis consists of 1.67 shares of HDC
common stock which had an estimated net book value of $272,000 at December
31, 1994. Dividends are not paid on Mr. Davis' restricted stock. These
shares vest at a rate of 0.4175 shares per year beginning on December 21,
1994 and will be fully vested on March 31, 1997, subject to earlier vesting
in certain cases. These shares are subject to transfer restrictions in
accordance with a Restricted Stock Agreement between the Company, HDC, and
Mr. Davis. The Company loaned to Mr. Davis $60,432 which equals the income
taxes withheld in connection with shares vested as of December 31, 1994.
Mr. Davis is charged interest on the loan at the prime rate.
(4) All Other Compensation for 1994 consists of: matching contributions to
401(k) plan, Mr. Davis -- $6,390, Mr. Harvey -- $2,905, Mr.
Protsch -- $2,310, Mr. Ahearn -- $4,620 and Mr. Amato -- $2,274; split
dollar life insurance premiums, Mr. Davis -- $35,116, Mr.
Harvey -- $13,206, Mr. Protsch -- $11,110, Mr. Ahearn -- $26,191, and Mr.
Amato -- $8,070; reverse split dollar life insurance, Mr. Davis -- $16,217,
Mr. Harvey -- $6,521, Mr. Protsch -- $4,926 and Mr. Amato -- $6,677. The
split dollar and reverse split dollar insurance premiums are calculated
using the "foregone interest" method.
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AGREEMENTS WITH EXECUTIVES
During 1994, the Company entered into employment and severance agreements
with certain of its executive officers and certain executive officers of its
subsidiaries, including Messrs. Davis, Harvey, Protsch, Ahearn, and Amato. The
Company recognizes that, in today's developing competitive marketplace within
the energy industry, circumstances may arise in which a change in control of the
Company may occur, through acquisition or otherwise. This potentiality may cause
uncertainty about the continued employment of certain key executives with the
Company, without regard to the competence or past contributions of the
executives. The Company recognizes further that this uncertainty could result in
the loss to the Company of valuable services of one or more of the key
executives, particularly during a period where these same executives may be
called upon to negotiate on behalf of the shareowners. Because of the intimate
knowledge of the business and the affairs of the Company which these executives
possess, such loss could be to the detriment of the Company and its shareowners.
To provide the Company and certain key executives reasonable security against
changes in the relationship of the executives with the Company in the event of a
change in control, the Company entered into the employment and severance
agreements. The agreements provide that each executive officer that is a party
to the agreements is entitled to benefits if, within five years after a change
in control of the Company (as defined in the agreements), the officer's
employment is ended through (i) termination by the Company, other than by reason
of death or disability or for cause (as defined in the agreements), or (ii)
termination by the officer due to a breach of the agreement by the Company or a
significant change in the officer's responsibilities, or (iii) in the case of
Mr. Davis' agreement, termination by Mr. Davis following the first anniversary
of the change of control. The benefits provided are: (i) a cash termination
payment of one, two or three times (depending on which executive officer is
involved) the sum of the executive officer's annual salary and his average
annual bonus during the three years before the termination and (ii) continuation
for up to five years of equivalent hospital, medical, dental, accident,
disability and life insurance coverage as in effect at the time of termination.
The agreements also provide the foregoing benefits in connection with certain
terminations which are effected in anticipation of a change of control. Each
agreement provides that if any portion of the benefits under the agreement or
under any other agreement for the officer would constitute an excess payment for
purposes of the Internal Revenue Code, benefits will be reduced so that the
officer will be entitled to receive $1 less than the maximum amount which he
could receive without becoming subject to the 20% excise tax imposed by the Code
on certain excess payments, or which the Company may pay without loss of
deduction under the Code.
The Company and HDC also entered into a Restricted Stock Agreement with Mr.
Davis in relation to the award to Mr. Davis in 1994 of 1.67 shares of HDC common
stock as shown in the Summary Compensation Table. (See footnote 3 to the Summary
Compensation Table for additional information on the award of HDC stock to Mr.
Davis.) The agreement restricts the transfer of the HDC stock awarded to Mr.
Davis and gives HDC the right of first refusal on any proposed transfer of the
stock by Mr. Davis at prices per share as determined in accordance with the
agreement. The agreement also provides for the sale of the stock by Mr. Davis to
HDC in the event of a sale of HDC and, beginning on March 31, 1997, provides for
the conversion of the HDC stock into common stock of the Company over a period
of five years at a ratio as determined in accordance with the agreement.
The Company and HDC also have in place a Restricted Stock Agreement with
Mr. Ahearn in connection with an award to Mr. Ahearn of 5 shares of HDC common
stock in 1991. The provisions of the agreement with Mr. Ahearn are similar to
the provisions of the agreement with Mr. Davis. HDC has loaned to Mr. Ahearn an
amount of $445,824 which equals the income taxes withheld in connection with HDC
shares awarded to him. Mr. Ahearn is charged interest on the loan at the prime
rate.
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RETIREMENT AND EMPLOYEE BENEFIT PLANS
Salaried employees (including officers) of the Company, WP&L, and HDC
corporate staff are eligible to participate in a Retirement Plan maintained by
WP&L. Mr. Ahearn is not eligible to participate in the plan. All eligible
persons whose compensation is reported in the foregoing Summary Compensation
Table participated in the plan during 1994. Contributions to the plan are
determined actuarially, computed on a straight-life annuity basis, and cannot be
readily calculated as applied to any individual participant or small group of
participants. For purposes of the plan, compensation means payment for services
rendered, including vacation and sick pay, and is substantially equivalent to
the salary amounts reported in the foregoing Summary Compensation Table.
Retirement Plan benefits depend upon length of plan service (up to a maximum of
30 years), age at retirement, and amount of compensation (determined in
accordance with the plan) and are reduced by up to 50 percent of Social Security
benefits. Credited years of service under the plan for covered persons named in
the foregoing Summary Compensation Table are as follows: Erroll B. Davis, Jr.,
15 years; Eliot G. Protsch, 15 years; A. J. (Nino) Amato, 8 years; and William
D. Harvey, 7 years. Assuming retirement at age 65, a Retirement Plan participant
(in conjunction with the Unfunded Supplemental Retirement Plan described below)
would be eligible at retirement for a maximum annual retirement benefit as
follows:
RETIREMENT PLAN TABLE
AVERAGE ANNUAL BENEFIT AFTER SPECIFIED YEARS IN PLAN*
ANNUAL ------------------------------------------------------------------
COMPENSATION 5 10 15 20 25 30
------------ ------- ------- -------- -------- -------- --------
$125,000............................. $10,259 $20,519 $ 30,778 $ 41,037 $ 51,297 $ 61,556
150,000............................. 12,551 25,102 37,653 50,204 62,755 75,306
200,000............................. 17,134 34,269 51,403 68,537 85,672 102,806
250,000............................. 21,718 43,435 65,153 86,871 108,588 130,306
300,000............................. 26,301 52,602 78,903 105,204 131,505 157,806
350,000............................. 30,884 61,769 92,653 123,537 154,422 185,306
400,000............................. 35,468 70,935 106,403 141,871 177,338 212,806
450,000............................. 40,051 80,102 120,153 160,204 200,255 240,306
475,000............................. 42,343 84,685 127,028 169,371 211,713 254,056
500,000............................. 44,634 89,269 133,903 178,537 223,172 267,806
525,000............................. 46,926 93,852 140,778 187,704 234,630 281,556
------------
* Average annual compensation is based upon the average of the highest 36
consecutive months of compensation. The Retirement Plan benefits shown above
are net of estimated Social Security benefits and do not reflect any
deductions for other amounts. The annual retirement benefits payable are
subject to certain maximum limitations (in general, $118,800 for 1994 and
$120,000 for 1995) under the Internal Revenue Code. Under the Retirement Plan
and a supplemental survivors income plan, if a Retirement Plan participant
dies prior to retirement, the designated survivor of the participant is
entitled to a monthly income benefit equal to approximately 50 percent (100
percent in the case of certain executive officers and key management
employees) of the monthly retirement benefit which would have been payable to
the participant under the Retirement Plan if the participant had remained
employed by the Company until eligible for normal retirement.
Unfunded Supplemental Retirement Plan--WP&L maintains an Unfunded
Supplemental Retirement Plan which provides funds for payment of retirement
benefits above the limitations on payments from qualified
13
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pension plans in those cases where an employee's retirement benefits exceed the
qualified plan limits. Additionally, the plan provides for payments of
supplemental retirement benefits to employees holding the position of Vice
President or higher, who have been granted additional months of service by the
Board of Directors for purposes of computing retirement benefits.
Unfunded Executive Tenure Compensation Plan--WP&L maintains an Unfunded
Executive Tenure Compensation Plan to provide incentive for key executives to
remain in the service of WP&L by providing additional compensation which is
payable only if the executive remains with WP&L until retirement (or other
termination if approved by the Board of Directors). Participants in the plan
must be designated by the Chief Executive Officer of WP&L and approved by its
Board of Directors. Mr. Davis was the only active participant in the plan as of
December 31, 1994. The plan provides for monthly payments to a participant after
retirement (at or after age 65, or with Board approval, prior to age 65) for 120
months. The payments will be equal to 25 percent of the participant's highest
average salary for any consecutive 36-month period. If a participant dies prior
to retirement or before 120 payments have been made, the participant's
beneficiary will receive monthly payments equal to 50 percent of such amount for
120 months in the case of death before retirement, or if the participant dies
after retirement, 50 percent of such amount for the balance of the 120 months.
Annual benefits of $104,500 would be payable to Mr. Davis upon retirement,
assuming he continues in WP&L's service until retirement at the same salary as
was in effect on December 31, 1994.
REPORT OF THE COMPENSATION AND PERSONNEL COMMITTEE
ON EXECUTIVE COMPENSATION
TO OUR SHAREOWNERS: The Compensation and Personnel Committee (the
"Committee") of the Board of Directors of the Company is comprised of five
independent, nonemployee directors who have no "interlocking" relationships, as
defined by the Securities and Exchange Commission. The Committee assesses the
effectiveness and competitiveness of, approves the design of, and administers
executive compensation programs within a consistent total compensation framework
for the Company. The Committee also reviews and approves all salary arrangements
and other remuneration for executives, evaluates executive performance, and
considers related matters. To support the Committee in carrying out its mission,
Hewitt Associates, an independent consultant, is engaged to provide assistance
in the development of comprehensive executive compensation policies.
The Committee is committed to implementing a total compensation program for
executives which furthers the Company's mission. The Committee, therefore,
adheres to the following compensation policies which are intended to facilitate
the achievement of the Company's business strategies.
- Total compensation should enhance the Company's ability to attract,
retain, and encourage the development of exceptionally knowledgeable and
experienced executives, upon whom, in large part, the successful
operation and management of the Company depends.
- Base salary levels should be targeted at the median level paid to
executives of companies in their respective industry(ies).
- Incentive compensation programs should strengthen the relationship
between pay and performance by emphasizing variable, at-risk compensation
that is consistent with meeting predetermined Company, subsidiary, and
individual performance goals.
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COMPONENTS OF COMPENSATION
The Committee relates total compensation levels for the Company's senior
executives to the compensation paid to executives of similar companies in their
respective industry(ies). As the Company is a diversified utility holding
company with both regulated and nonregulated operations, comparison groups are
customized to the respective industries in which an executive is involved.
Utility executives' pay is compared to that of executives at utilities with
similar operations in both the Midwest and national markets, as well as to
utilities with similar revenue levels, market capitalizations, employment
levels, and total shareowner returns. Compensation paid to holding company
executives, including Mr. Davis, is compared to the compensation paid by the
same utility comparison group. However, in order to recognize holding company
employees for increasing nonregulated business responsibilities, benchmark data
also are drawn from similarly sized diversified industrial companies furnished
by public survey data. For executives with sole responsibilities in the
nonregulated businesses, comparison group data reflect the relevant mix of the
nonregulated business operations.
The Committee has reviewed overall compensation levels and compared them to
the benchmarks established. It has been determined that total executive
compensation, including that for Mr. Davis, is in line with the median of the
comparison groups of companies.
The current elements of the Company's executive compensation program are
base salary and short-term (annual) incentives. These elements are addressed
separately below. In addition, as discussed under the Long-Term Incentive
section below, the Committee believes long-term (equity) incentives are crucial
for linking executive compensation to the Company's business strategy and the
creation of shareowner value. In this regard, a long-term incentive plan is
proposed for implementation in 1995. In determining each component of
compensation, the Committee considers all elements of an executive's total
compensation package, including benefit and perquisite programs.
BASE SALARIES
The Committee annually reviews each executive's base salary. Base salaries
are targeted at the median of the executive's respective industry market rate
when comparing both utility and non-utility (general industry) data. Base
salaries are adjusted by the Committee to recognize changes in market rate,
varying levels of responsibility, prior experience, breadth of knowledge as well
as internal equity issues. Increases to base salaries are driven primarily by
market rate adjustments. In 1994, executives did not receive an across-the-board
salary adjustment. Certain executives received base salary increases in
recognition of increased management responsibilities. Mr. Davis did not receive
a base salary increase in 1994. Greater emphasis was placed on the opportunity
for executives to increase their earnings through annual incentive plans by
exceeding specific strategic goals. Future base pay adjustments will be more
closely tied to median market rate changes and will minimize across-the-board
increases. During 1994, all executive salaries were reviewed for median market
rate comparability utilizing utility and general industry data contained in
compensation surveys published by Edison Electric Institute, American Gas
Association and several compensation consulting firms. Any recommended changes
will be effective for 1995. All salaried positions will be benchmarked to median
market rates during 1995. Market rates will be reviewed annually.
15
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SHORT-TERM INCENTIVES
The goal of short-term (annual) incentive programs is to promote the
Committee's pay- for-performance philosophy by providing executives with direct
financial incentives in the form of annual cash bonuses to achieve corporate,
subsidiary, and individual performance goals. Annual bonus opportunities allow
the Committee to communicate specific goals that are of primary importance
during the coming year and motivate executives to achieve these goals.
Short-term incentive program performance weighting, targeted and maximum award
levels, and performance goals are reviewed and approved annually by the
Committee. A description of the short-term incentive programs available to
executive officers follows.
Wisconsin Power and Light Company Management Incentive Plan--The Management
Incentive Plan (MIP) for Wisconsin Power and Light Company covers utility
executives, including Mr. Davis' utility responsibilities. The Plan in 1994 was
based on achieving annual targets in several areas of overall corporate
performance that include profitability, operations and maintenance expense
reductions, capital spending reductions, operational efficiency, electric
conservation goals, and achievement of electric service reliability standards.
Target and maximum bonus awards were set at the median of the utility market
levels. Targets were considered by the Committee to be achievable, but require
above-average performance from each of the executives. For the 1994 Plan year,
all MIP performance category targets were exceeded except for electric service
reliability and electric conservation goals. The Plan awarded 70 percent of its
allowable maximum for 1994. Potential MIP awards for executives, other than Mr.
Davis, range from 0 to 40 percent of annual salary. Awards for 1994 made to top
executives are shown in the Summary Compensation Table.
The 1994 MIP award range for Mr. Davis was 0 to 50 percent of his annual
utility-based salary. For 1994 performance, Mr. Davis' annual bonus payment
represented 31 percent of his base salary, as reflected in the Summary
Compensation Table. Under this Plan, Mr. Davis was awarded $128,232 solely in
connection with 1994 performance, as discussed above. The Plan does not allow
for discretion in bonus determinations. Mr. Davis' award range is in line with
the median of the same combined utility and general industry comparison group
used for base salary comparisons.
Heartland Development Corporation Management Incentive Plan--Mr. Ahearn and
selected other executives of Heartland Development Corporation (HDC) are covered
by the HDC Management Incentive Plan which is based on achievement of specified
combinations of net income and after-tax return on capital invested in HDC and
on achieving a number of other specific HDC performance objectives. The
incentive compensation plan for Mr. Ahearn consists of a potential award maximum
of 80 percent of his base salary. The Plan awarded 23 percent of its allowable
maximum in 1994 solely based on performance in relation to the preestablished
objectives. Mr. Davis was not a participant in this plan and, therefore, did not
receive an award.
LONG-TERM INCENTIVES
The Committee strongly believes compensation for senior executives should
include long-term, at-risk pay to strengthen the alignment of shareowner and
management interests at both the Company and HDC level. In this regard, in 1994
the Board of Directors recommended and the shareowners adopted a Long-Term
Equity Incentive Plan. The Plan allows for grants of stock options, restricted
stock, and performance units/shares with respect to Company common stock. The
Committee believes this Plan will balance the Company's existing compensation
programs by emphasizing compensation based on the long-term successful
performance of the Company from the perspective of the shareowners. Further, the
Plan can be used to better align the interests of subsidiary employees with the
interests of the Company as a whole by encouraging
16
22
subsidiary programs to encompass a component of total Company performance
through equity ownership in the Company. The initial awards under the Plan will
be made in 1995.
In addition, to promote continuity in the management of the Company and to
align executives more directly with the results of HDC, the Committee believes
selected key executives should own a competitively proportionate amount of HDC
stock. In 1994, Mr. Davis was awarded 1.67 restricted shares of HDC stock. These
shares vest at a rate of .4175 shares per year from 1994 through 1997 and are
subject to forfeiture prior to vesting in certain circumstances. The shares
awarded to Mr. Davis had an estimated net book value at the time of the grant of
$272,000. The Committee believes that awarding Mr. Davis restricted shares in
HDC is consistent with the Committee's goal of providing him with a competitive
compensation package and will focus Mr. Davis' managerial skills on HDC's
successful development. The Committee believes that the award level is
competitive and appropriate in relation to the portion of his compensation that
is tied to HDC activities.
POLICY WITH RESPECT TO THE $1 MILLION DEDUCTION LIMIT
Section 162(m) of the Internal Revenue Code generally limits the corporate
deduction for compensation paid to executive officers named in the proxy
statement to $1 million unless certain requirements are met. The Committee has
carefully considered the impact of this tax code provision. At this time, no
executives will earn compensation in excess of the $1 million cap limitations.
The Committee, however, will continue to monitor the impact of Section 162(m).
CONCLUSION
The Committee believes the existing executive compensation policies and
programs provide the appropriate level of competitive compensation for Company
executives. In addition, the Committee believes that the long and short term
performance incentives effectively align the interests of executives and
shareowners toward a successful future for the Company.
COMPENSATION AND
PERSONNEL COMMITTEE
Milton E. Neshek (Chair)
Arnold M. Nemirow
Henry C. Prange
Judith D. Pyle
Carol T. Toussaint
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COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Securities and Exchange Commission (SEC) rules require that the Company
show a graphical comparison of the total return on its common stock for the last
five fiscal years with the total returns of a broad market index and a more
narrowly focused industry or group index. (Total return is defined as the return
on common stock including dividends and stock price appreciation, assuming
reinvestment of dividends.) The Company has selected the Standard & Poor's (S&P)
500 index for the broad market index, and the S&P Utility Index as the industry
index. These indices were selected because of their broad availability and
recognition. The following chart compares the total return of an investment of
$100 in Company common stock on December 31, 1989, with like returns for the S&P
500 and S&P Utilities indices.
1989 1990 1991 1992 1993 1994
WPL Holdings, Inc. $100.00 $108.55 $155.34 $169.92 $174.13 $154.70
S&P Utilities Index $100.00 $97.44 $111.69 $120.72 $138.16 $127.18
S&P 500 Index $100.00 $96.90 $126.42 $136.05 $149.76 $151.74
18
24
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's directors, its executive officers, and certain other officers
are required to report their ownership of the Company's common stock and WP&L
preferred stock and any changes in that ownership to the SEC and the New York
Stock Exchange. Other than as indicated below, all required filings in 1994 were
properly made in a timely fashion. Mr. James R. Underkofler, a Director of the
Company who retired effective as of the 1994 Annual Meeting of Shareowners,
failed to file on a timely basis one report relating to the acquisition in 1993
by his IRA of 451 shares of common stock of the Company, and failed to file on a
timely basis two reports during 1994 relating to the acquisition by his IRA of
275 shares and the sale by his IRA of 654 shares of common stock of the Company.
In making the above statements, the Company has relied on the representations of
the persons involved and on copies of their reports filed with the SEC.
GENERAL
Voting--The outstanding voting securities of the Company on the record date
stated below consisted of 30,773,588 shares of common stock. Only shareowners of
the Company of record on its books at the close of business on March 21, 1995,
are entitled to vote at the meeting. Each such shareowner is entitled to one
vote for each share of common stock registered in his or her name on the record
date, on each matter submitted to a vote at the meeting. Shareowners may vote
either in person or by duly authorized proxy. The giving of proxies by
shareowners will not affect their right to vote their shares if they attend the
meeting and desire to vote in person. Presence at the meeting of a shareowner
who signed a proxy, however, does not itself revoke the proxy. A proxy may be
revoked by the person giving it at any time prior to the time it is voted by
advising the Secretary of the Company prior to such voting. A proxy may also be
revoked by a shareowner who duly executes another proxy bearing a later date but
prior to the voting. All shares represented by effective proxies on the enclosed
form, received by the Company, will be voted at the meeting or any adjourned
session of the meeting, all in accordance with the terms of such proxies.
Proposals of Shareowners--Under the rules of the Securities and Exchange
Commission, any shareowner proposal intended to be presented at the 1996 Annual
Meeting of Shareowners must be received at the principal office of the Company
no later than November 28, 1995, in order to be eligible to be considered for
inclusion in the Company's proxy materials relating to that meeting.
Other Business--The meeting is being held for the purposes set forth in the
notice accompanying this proxy statement. The Board of Directors of the Company
knows of no business to be transacted at the meeting other than that set forth
in the notice. However, if any other business should properly be presented to
the meeting, the proxies will be voted in respect thereof in accordance with the
judgment of the person or persons voting the proxies.
WPL HOLDINGS, INC.
[SIG]
ERROLL B. DAVIS, JR.
President and Chief Executive Officer
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[MAP SHOWING THE LOCATION OF MEETING.]
TAKE THE RIMROCK ROAD EXIT #262 OR THE JOHN NOLEN DR. EXIT #263
OFF AND ON HIGHWAY 12 AND 18.