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
[X} Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2))
CHORUS COMMUNICATIONS GROUP, LTD.
- --------------------------------------------------------------------------------
(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) (4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction compute
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which
the filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a) (2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
NOTICE OF 1999 ANNUAL MEETING AND PROXY STATEMENT
[LOGO]
CHORUS
COMMUNICATIONS GROUP, LTD.
CHORUS COMMUNICATIONS GROUP, LTD.
POST OFFICE BOX 46520
MADISON, WISCONSIN 53744-6520
March 15, 1999
Dear Shareholder:
You are cordially invited to attend the 1999 Annual Meeting of
Shareholders of Chorus Communications Group, Ltd. ("Chorus") to be held
on Wednesday, April 21, 1999, at 7:00 p.m., at the Marriott - Madison
West, located in the Middleton Greenway Center, 1313 John Q. Hammons
Drive, Middleton, Wisconsin (see map on reverse page).
The business items to be acted on during the meeting are listed in
the Notice of Annual Meeting and are described more fully in the Proxy
Statement. Following the business session, we will report to you on
the Company's progress during the past year and receive your questions
and comments concerning Chorus.
YOUR VOTE IS VERY IMPORTANT. We hope you will take a few minutes
to review the proxy statement and complete, sign and return your proxy
card in the envelope provided or vote by telephone (a new service
available to our shareholders in 1998) in accordance with the
instructions on the enclosed proxy card, even if you plan to attend the
meeting. Please note that sending us your proxy or voting by telephone
will not prevent you from voting in person at the meeting should you
wish to do so.
To assist us in our preparation for refreshments following the
meeting, we would appreciate your marking your proxy card in the space
provided or completing the relevant vote by telephone instructions if
you plan to attend the meeting.
Thank you for your support of Chorus.
Very truly yours,
/s/ Dean W. Voeks
Dean W. Voeks
Chief Executive Officer
DIRECTIONS TO MARRIOTT - MADISON WEST
MADISON MARRIOTT WEST
1313 JOHN Q. HAMMONS DRIVE
MIDDLETON, WISCONSIN 53562
608-831-2000
[GRAPHIC OMITTED - MAP]
TAKE EXIT 252 - GREENWAY BLVD.
OFF OF THE WEST BELTLINE FREEWAY
- -------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS, PLEASE CALL OUR SHAREOWNER
SERVICES NUMBER: (800) 468-9716.
- -------------------------------------------------------------------------
CHORUS COMMUNICATIONS GROUP, LTD.
POST OFFICE BOX 46520
MADISON, WISCONSIN 53744-6520
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, APRIL 21, 1999, 7:00P.M.
The Annual Meeting of Shareholders of CHORUS COMMUNICATIONS GROUP,
LTD., a Wisconsin corporation (the "Company"), will be held at the
Marriott - Madison West, Middleton Greenway Center, 1313 John Q.
Hammons Drive, Middleton, Wisconsin, on Wednesday, April 21, 1999 at
7:00 p.m. for the following purposes:
1. To elect two Directors to hold office until the Annual
Meeting of Shareholders in 2002 and until their successors
have been elected.
2. To approve the 1998 Chorus Communications Group, Ltd.
Employee Stock Purchase Plan.
3. To consider and transact any other business that may properly
come before the meeting or any adjournment(s) or
postponement(s) thereof.
The Board of Directors has fixed the close of business on March
10, 1999 as the record date for the determination of the shareholders
of the Company entitled to notice of and to vote at the Annual Meeting
of Shareholders. Each share of the Company's Common Stock is entitled
to one vote on all matters presented at the Annual Meeting.
By order of the Board of Directors,
/s/ Fredrick E. Urben
March 15, 1999 Fredrick E. Urben, Secretary
- ------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
Please mark your voting choices, sign, date and return
your proxy card promptly in the enclosed envelope, or
vote by telephone. If you attend the meeting, you may
vote by ballot, thereby canceling any proxy you have
previously submitted.
- ------------------------------------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 21, 1999
This Proxy Statement is being furnished to shareholders of record
of Chorus Communications Group, Ltd. ("Chorus" or the "Company") as of
March 10, 1999 in connection with the solicitation by the Board of
Directors of Chorus of proxies for the 1999 Annual Meeting of
Shareholders to be held at Marriott - Madison West, Middleton Greenway
Center, 1313 John Q. Hammons Drive, Middleton, Wisconsin on April 21,
1999 at 7:00 p.m., or at any adjournments thereof, for the purposes
stated in the Notice of Annual Meeting of Shareholders. The
approximate date of mailing this Proxy Statement and enclosed form of
proxy to shareholders is March 15, 1999.
As of the close of business on January 1, 1999, the Company had
outstanding 5,408,606 shares of Common Stock. Each share of Common
Stock is entitled to one vote on all matters presented at the Annual
Meeting. The presence, either in person or by properly executed proxy,
of the holders of record of a majority of the issued and outstanding
stock entitled to vote at the Annual Meeting shall constitute a quorum
at the Annual Meeting.
You may revoke your proxy at any time before it is voted at the
meeting by executing a later-voted proxy by telephone or mail, or by
voting ballet at the meeting.
Shares represented by duly executed proxies in the accompanying
form will be voted in accordance with the instructions indicated on
such proxies, and, if no such instructions are indicated thereon, will
be voted in favor of the nominees for election as directors named below
and for the other proposal referred to below.
The vote required for approval of the proposal before the
shareholders at the Annual Meeting is specified in the description of
the proposal below.
A copy of the Company's Annual Report to Shareholders for 1998 is
included with this Proxy Statement.
THE COMPANY WILL FURNISH, WITHOUT CHARGE ON THE WRITTEN REQUEST OF
ANY SHAREHOLDER, A COPY OF THE COMPANY'S FORM 10-K REPORT (NOT
INCLUDING EXHIBITS THERETO) FOR 1998 AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH REQUEST SHOULD BE SENT TO THE OFFICE OF THE
SECRETARY OF CHORUS COMMUNICATIONS GROUP, LTD, P.O. BOX 46520, MADISON,
WISCONSIN 53744-6520.
ITEM NO. 1 - ELECTION OF DIRECTORS
The Board of Directors consists of five members. Each director is
required to be a resident of the State of Wisconsin and a shareholder
of the Company. At the time of Chorus' formation in 1997, the terms of
office for the directors were staggered, so that only one or two
directors need be elected in any one year. Beginning in 1998, each
director, when duly elected and qualified, has a term of office of
three years or until his or her successor is elected and qualified.
Under the terms of the Company's Bylaws, proposed nominees for
election to the Board of Directors for terms expiring in 2000 made by
shareholders must be in writing and delivered or mailed to the
principal executive offices of the Company no later than November 15,
1999 for consideration by the Nominating Committee of the Board of
Directors. The following information is required to be submitted for
shareholder proposed nominees to Board of Directors: the name, date of
birth, and address of the proposed nominee, the principal occupation of
the proposed nominee for the last five years, the name and address of
the nominating shareholder, and the number of shares of capital stock
of the Company owned by the proposed nominee and nominating shareholder.
Mr. G. Burton Bloch and Mr. Charles Maulbetsch are currently
directors whose terms will expire at the Annual Meeting on Wednesday,
April 21, 1999. Mr. Maulbetsch has been nominated for reelection. Mr.
Bloch will leave the Board at the conclusion of the Annual Meeting.
Ms. Carrie L. Bennett-Barndt has been nominated for election to the
Board of Directors for the first time this year.
It is intended that proxies granted by the shareholders will be
voted, unless otherwise instructed on the proxy card or by telephone,
in favor of electing the nominees as directors, each of whom has
consented to being named in this Proxy Statement and serving if
elected. If any nominee shall for any reason become unavailable for
election, it is the intention of those named on the Proxy Card to vote
for the election of such other person as may be designated by the Board
of Directors. Each nominee for director will be elected by a plurality
of the votes cast at the Annual Meeting of Shareholders. Shareholders
may withhold authority to vote for any nominee(s) by entering the names
of such nominee(s) in the space provided for such purpose on the proxy
card or if you are voting by telephone, follow the system
instructions. Proxies will be voted "for" the election of the nominees
unless instructions to "withhold" votes are set forth on the proxy card
or received by telephone. Withheld votes will not influence voting
results. Abstentions may not be specified as to the election of
directors. Broker non-votes have no effect on votes taken.
The following table sets forth the names of the nominees and the
current directors who will continue in office after the Annual Meeting,
their ages as of January 1, 1999, information as to their business
experience for the last five years (unless otherwise noted), and the
year they first became directors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED.
NOMINEES - TERM EXPIRING IN 2002
DIRECTOR
NAME (AGE) AND BUSINESS EXPERIENCE SINCE
CARRIE L. BENNETT-BARNDT (46). . . . . . . . . . . . . -
President and Director of Bennett-Barndt Enterprises,
Inc., an operator of certain McDonald Restaurants with
which she has been associated for over 9 years.
CHARLES MAULBETSCH (63). . . . . . . . . . . . . . . 1997
A Vice-President of Middleton Community Bank from
January 1, 1995 until his retirement December 31,
1995.
CONTINUING DIRECTOR - TERM EXPIRING IN 2000
DIRECTOR
NAME (AGE) AND BUSINESS EXPERIENCE SINCE
HAROLD L. (LEE) SWANSON (60). . . . . . . . . . . . . . 1997
Chief Executive Officer, President, and Director of the
State Bank of Cross Plains with which he has been
associated for more than 33 years; also a director of
Madison Gas & Electric Company. Chairman of Chorus'
Compensation Committee.
CONTINUING DIRECTORS - TERM EXPIRING IN 2001
DIRECTOR
NAME (AGE) AND BUSINESS EXPERIENCE SINCE
DOUGLAS J. TIMMERMAN (58). . . . . . . . . . . . . . 1997
Chairman of the Board, President and Chief Executive
Officer of Anchor BanCorp Wisconsin Inc. with which
he has been associated for more than 21 years.
DEAN W. VOEKS (56). . . . . . . . . . . . . . . . . 1997
President, Chief Executive Officer and Director of
Chorus; he has been associated with Chorus and/or
its subsidiaries for more than 12 years.
SECURITY OWNERSHIP OF MANAGEMENT
At January 1, 1999, each director or nominee and each executive
officer named in the Summary Compensation Table and all directors and
executive officers of the Company as a group beneficially owned common
stock of the Company as listed in the following table. To our
knowledge, no shareholder owned 5 percent or more of the Company's
outstanding common stock as of January 1, 1999.
SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
Carrie L. Bennett-Barndt 940(1) 0.0%
G. Burton Bloch 37,746(2) 0.7%
Howard G. Hopeman 15,318(3) 0.3%
Charles Maulbetsch 51,000(3) 0.9%
Harold L. (Lee) Swanson 13,741(3) 0.3%
Douglas J. Timmerman 57,021(4) 1.1%
Dean W. Voeks 4,608(3)(5) 0.1%
All directors or nominees and
executive officers as a group
(10 persons) 227,817 4.2%
FOOTNOTES
1 Includes 440 shares of Common Stock in a corporation in which Ms.
Bennett-Barndt has a pecuniary interest, voting and investment power.
2 Common Stock in a family trust in which Mr. Bloch has a pecuniary
interest, voting and investment power.
3 Includes 10,488, 1,000, 11,030 and 2,074 shares of Common Stock in
self-directed Individual Retirement Accounts, to which Messrs. Hopeman,
Maulbetsch, Swanson and Voeks, respectively, have voting and investment power.
4 Includes 45,424 shares of Common Stock in a family partnership and 2,262
shares of Common Stock in a family trust in which Mr. Timmerman has a pecuniary
interest, voting and investment power; and 168 shares of Common Stock in
custodial ownership form in which Mr. Timmerman has voting and investment power.
5 Includes 300 shares of Common Stock in a Supplemental Retirement Plan to
which Mr. Voeks has voting and investment power.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors to file reports of ownership and
changes in ownership with the Securities and Exchange Commission.
Based solely on review of the copies of such forms furnished to
the Company and written representations from certain reporting persons,
the Company notes that during 1998 all required filings were made in a
timely fashion, except for Daniel J. Stein, who filed one report late
relating to a sale of stock.
BOARD OF DIRECTORS AND COMMITTEES
The total 1998 annual director fees that Messrs. Bloch,
Maulbetsch, Swanson and Timmerman each received for serving on Chorus'
Board, and any subsidiary boards was $20,000. In addition, Messrs.
Bloch and Timmerman received $5,500 and $3,400, respectively, for
serving as officers of subsidiary companies. Mr. Voeks did not receive
any director fees. The Chorus Board of Directors met ten times in
1998. All directors attended more than 75% of the total number of
meetings of the Board and the total number of meetings held by all
committees of the Board in which they served.
The Company has standing Audit and Compensation Committees.
The members of the AUDIT COMMITTEE are Messrs. Maulbetsch and
Swanson. The Audit Committee's function is to meet with management and
the independent public accountants to review with them the scope and
results of their audits, the Company's accounting practices, and the
adequacy of the Company's internal controls. The Audit Committee held
four meetings in 1998.
The members of the COMPENSATION COMMITTEE are Messrs. Maulbetsch,
Swanson and Timmerman. The Compensation Committee determines the
compensation of the Chief Executive Officer and reviews compensation
guidelines for all other employees. The Compensation Committee held
three meetings in 1998.
COMPENSATION COMMITTEE INTERLOCKS
AND
INSIDER PARTICIPATION
Mr. Timmerman, President of Dickeyville Telephone Corporation, a
Chorus subsidiary, is a member of the Compensation Committee.
EXECUTIVE COMPENSATION
The following table summarizes the compensation for the fiscal
years 1996, 1997 and 1998 of the Chief Executive Officer and the other
executive officer whose compensation exceeded $100,000 for fiscal year
1998.
SUMMARY COMPENSATION TABLE
NAME AND ANNUAL COMPENSATION ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
Dean W. Voeks: 1998 $175,000 $40,000 $54,190
President and Chief 1997 $150,000 $45,000 $53,690
Executive Officer 1996 $145,000 $35,000 $53,690(2)
Howard G. Hopeman: 1998 $110,000 $25,000 $41,420
Executive Vice President 1997 $100,500 $20,000 $39,661
and Chief Financial 1996 $ 97,000 $15,000 $36,674
Officer
FOOTNOTES
1Represents the Company's matching contribution to each executive's 401(k)
plan. Additionally, $44,190 and $31,970, respectively, represents the annual
contributions each year for 1998, 1997 and 1996 to a nonqualified supplemental
retirement plan for Mr. Voeks and Mr. Hopeman. In prior years, contributions to
a nonqualified supplemental retirement plan were reported together with the
defined benefit pension plan, which has been discontinued, in a separate section
of the proxy statement.
2Includes an amount paid in 1998 to adjust Company matching contribution
to correct amount.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
is composed of three independent Directors who are responsible for the setting
and administering compensation, including Base Salary and Annual Bonus paid or
awarded to Mr. Voeks, Chief Executive Officer of the Company. In addition, the
Committee reviews the salaries of other executives, which are set by Mr.
Voeks. The following report represents the actions regarding compensation paid
to executives for 1998.
The principal goal of the Chorus Communications Group, Ltd. compensation
program is to pay employees, including executive officers, at levels that are:
* consistent with the Company's current financial condition,
* earnings and projected Consumer Price Index.
* reflective of individual performance and experience,
* competitive in the marketplace, and
* administered in a fair and consistent manner.
The salary of executive officers is established within a range that
considers competitive salary levels for similar sized companies. The companies
considered are not the same as companies included in the performance graph new
peer group in this Proxy Statement. The new peer group companies are
significantly larger than Chorus with much higher compensation levels. The new
peer group was created to consist of telecommunications holding companies
that, although larger than Chorus, are substantially smaller than the old peer
group, and serve similar rural Wisconsin markets.
Company performance targets were set at continuing improvement in
revenues, net income, earnings per share, dividends paid and market
capitalization. Executive's salaries were determined by subjectively
evaluating the individual's performance and experience, and the Company's
performance.
For 1998, the Company maintained a strong financial position, grew
revenues, achieved net income and earnings per share equal to 1997 levels
despite increased competition, and increased dividend paid. Additionally,
Chorus maintained an industry leadership role in Wisconsin.
In February 1999, the Committee reviewed Mr. Voeks 1998 salary level,
adjusted it and awarded him a bonus of $40,000 for 1998. In addition to
considering compensation levels for similar sized companies, the Committee
referred to compensation surveys prepared by independent telephone company
associations in prior years, and the Consumer Price Index.
Harold L. (Lee) Swanson, Chairman
Charles Maulbetsch
Douglas J. Timmerman
FIVE-YEAR PERFORMANCE COMPARISON
The graph below provides an indicator of cumulative total
shareholder returns for Chorus(1) as compared with the S&P 500 Stock
Index, New Peer Group(2) and Old Peer Group(3). Chorus has created a
new peer group that it believes is more representative of its' peers.
Chorus believes that it is more appropriate to compare its market
performance with a peer group consisting of telecommunications holding
companies that primarily serve a similar market, and have market
capitalization which is significantly less than the RBOC's (Regional
Bell Holding Companies) and GTE. The performance of the Old Peer Group
is displayed here for comparative purposes as required by SEC
Regulations and will not be provided in the future.
[Line graph of data points]
S&P 500 OLD PEER NEW PEER
INDEX GROUP GROUP CHORUS
1993 100 100 100 100
1994 101 96 89 116
1995 139 144 97 133
1996 171 146 84 143
1997 229 204 101 143
1998 294 299 138 132
EXPLANATION
The graph assumes $100 invested on December 31, 1993 in Chorus common stock,
the S&P500 Index, New Peer Group common stock and Old Peer Group common
stock. Total return assumes reinvestment of dividends.
FOOTNOTES
1Chorus was formed on June 1, 1997 as a result of merging Mid-Plains, Inc.
and Pioneer Communications, Inc. into subsidiaries of the Company. The total
return for Chorus is based on the total return on ChoruS' common stock beginning
June 1997 and Mid-Plains, Inc.'s common stock prior to the mergers.
2The New Peer Group is composed of four holding companies that compete in
the Company's industry segment of telecommunications services, and operate in
similar markets, rural communities that include Wisconsin. The New Peer Group
is comprised of: Century Telephone Enterprise; Citizens Utilities Company;
Frontier Corporation and Telephone & Data Systems, Inc.
3The Old Peer Group was composed of five RBOC's (Ameritech Corporation,
Bell Atlantic Corporation, Bellsouth Corporation, SBC Communications Inc., and
US West Communications Group), GTE, Alltel Corporation and Frontier Corporation.
MANAGEMENT CONTINUITY PLAN
Chorus has severance pay agreements ("Agreements") with certain
key employees including Messrs. Hopeman and Voeks. The purpose of the
Agreements is to encourage the executive officers to continue to carry
out their duties in the event of the possibility of a change in
control of the Company.
Benefits are payable under the Agreements only if a change in
control has occurred and within three years after such change the
executive's employment is terminated: (a) by the Company or its
successor for reasons other than "cause"; or (b) voluntarily by the
executive for "good reason," in each case as defined in the
Agreements. The principal benefit under the Agreement is a lump-sum
payment equal to 2.99 times the executive's annual compensation. Each
agreement terminates on December 3, 2001, but is automatically
extended annually for an additional year on December 3 of each year,
commencing December 3, 2001, unless either the Company or the
respective employee gives a written notice of cancellation of such
automatic extension.
ITEM NO. 2 - APPROVAL OF THE 1998 CHORUS COMMUNICATIONS GROUP, LTD.
EMPLOYEE STOCK PURCHASE PLAN
At the Annual Meeting, shareholders will be asked to approve the
Chorus Communications Group, Ltd. 1998 Employee Stock Purchase Plan
(the "Plan"). A copy of the Plan is attached to this Proxy Statement
as Appendix A and is incorporated herein by reference. The description
below of the Plan is qualified in its entirety by reference to the
complete text of the Plan. Terms not defined herein shall have the
meanings set forth in the Plan.
DESCRIPTION OF PRINCIPAL FEATURES OF THE STOCK PLAN
On December 3, 1998, the Board of Directors unanimously adopted,
subject to shareholder approval, the Plan, covering 250,000 shares of
Common Stock. The purpose of the Plan is to provide eligible employees
of the Company and certain designated subsidiaries a convenient and
economical way to commence or increase their ownership of shares of the
Company's common stock, and, thereby, to develop a stronger incentive
to work for the continued success of the Company and its subsidiaries.
The Plan will continue as long as there are unissued shares in the
Plan, but may be amended or terminated by the Company at any time. It
is the intention of the Company that the Plan qualifies as an "employee
stock purchase plan" under Section 423 of the Internal Revenue Code
(the "IRC"). The Plan is not a qualified retirement plan under Section
401(a) of the IRC. The Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
The Plan is administered by a committee appointed by the Company's
Board of Directors (the "Committee"). The Committee shall consist of
no fewer than three (3) persons who may be either members of the Board
of Directors or employees of the Company. Subject to express
provisions of the Plan to the contrary, the Committee will be vested
with authority to make, administer and interpret such rules and
regulations as it deems necessary to administer the Plan. Any
determination, decision or action of the Committee in connection with
the construction, interpretation, administration or application of the
Plan will be final and binding on all participants and all persons
claiming under or through any participant.
The Committee is authorized to (1) determine if the Company should
offer shares of common stock for sale to eligible employees during any
given offering period; (2) accept or reject for appropriate reasons the
stock subscription agreement tendered by any eligible employee during
any offering period; (3) determine the maximum amount of money that may
be deducted from payroll and/or contributed in cash payments during any
offering period by all eligible employees collectively; (4) designate
eligible employees; (5) interpret the Plan and establish rules and
procedures relating to it; (6) determine the fair market value of the
common stock as appropriate under the provisions set forth in the Plan;
and (7) make all other determinations necessary or advisable in order
to administer the Plan.
The Board has the authority to offer shares of the Company's common
stock to eligible employees at a discount from the fair market value so
long as the shares are not offered for less than 85% of the fair market
value. The Board also has the power to make changes in the Committee
or to appoint itself the administrator of the Plan at any time. The
Committee and its members serve at the will of the Board and may be
removed or replaced by the Board at any time.
Participation in the Plan is limited to any full or part time employee
of the Company or certain of its designated subsidiaries regularly
scheduled to work 20 or more hours per week, who is expected to work a
minimum of 20 hours per week more than five (5) months in a calendar
year, and who has completed three (3) months of employment with
the Company or any of the Company's subsidiaries at the time any common
stock is purchase under the Plan. Any employee who after grant of an
option under the Plan has more than five percent (5%) of the voting
power of the Company or five percent (5%) of the value of all shares of
the Company's common stock will not be eligible to participate in the
Plan. All shares issued pursuant to the Plan will be entitled to full
voting and dividend rights as of the date of issuance.
An award of shares under the Plan does not create any obligation on the
part of the Company or any of its subsidiaries to continue to employ
any eligible employee for any specific period and does not interfere
with the right of the Company or any of its subsidiaries to end any
employee's employment at any time.
Eligible employees may elect to participate in the Plan at any time by
completing an authorization for payroll deduction on a form provided by
the Company and filing it with his/her payroll department. Eligible
employees may also participate in the Plan through direct cash
contributions. An eligible employee's contributions to the Plan via
payroll deduction and direct cash contributions are limited to the
lesser of (i) ten percent (10%) of such employee's annual compensation
or (ii) $7,500.
Each participant who elects to participate in the Plan must contribute
a minimum of $100 via payroll deduction or direct cash payments in each
calendar quarter the participant elects to participate in the Plan.
The Company or its agent will provide each Plan participant with a
statement(s) within a reasonable time following the purchase of shares
under the Plan that will reflect the total amount invested, the price
per share and the number of shares purchased in the most recent share
purchase.
Shares of the Company's common stock purchased under the Plan may be
unissued shares or reacquired shares purchased by the Company on the
open market or otherwise. Participants will not be responsible for any
brokerage commissions or service charges under the Plan.
A Plan participant may withdraw from the Plan at any time by giving
written notice to the Secretary of the Company. Upon notification, the
Secretary shall promptly refund the balance of the participant's share
purchase account provided written notice
of intent to withdraw is delivered to the participant's payroll
department in a timely manner.
A Plan participant's rights under the Plan may not be transferred
during the life of the participant and the participant's option to
purchase shares may be exercised only by the participant during the
participant's life. After a participant's death, the participant's
rights under the Plan are terminated and his/her share purchase account
under the Plan will be refunded to his/her estate. Resales of
securities purchased under the Plan are not subject to any resale
restrictions under the terms of the Plan.
Payroll deductions and direct cash contributions under the Plan will be
made on an after-tax basis. Participants will not be taxed as a result
of participation in the Plan until the time of disposition of shares
acquired under the Plan or the death of the participant, provided the
holding periods described below are satisfied. Participants will have
a basis in their shares equal to the purchase price of the shares plus
any amount that must be treated as ordinary income at the time of
disposition of the shares, as described below. Any additional gain or
loss realized on the disposition of shares acquired under the Plan will
be capital gain or loss.
CERTAIN FEDERAL TAX CONSEQUENCES
In order for a participant to receive the favorable tax treatment
provided in Section 421(a) of the IRC, Section 423(a) requires that the
participant make no disposition of the shares within two years from the
date the option was granted or within one year from the date such
option was exercised and the shares were transferred to him/her,
whichever is later.
If a participant disposes of common stock acquired pursuant to this
Plan before the expiration of the holding period requirements set forth
above, the participant will realize, at the time of the disposition,
ordinary income to the extent the fair market value of the common stock
on the date the shares were purchased exceeds the purchase price of the
common stock on the date the common stock was purchased. The
difference between the fair market value on the date the shares were
purchased and the amount realized on disposition is generally treated
as long-term or short-term capital gain or loss, depending on the
participant's holding period in the common stock. The amount treated
as ordinary income may be subject to the income tax withholding
requirements of the IRC and any applicable state or local taxing
jurisdictions and FICA withholding requirements. The participant will
be required to reimburse the Company or its subsidiary, either directly
or through payroll deduction, for all withholding taxes (e.g. federal,
state and local income tax, and FICA) the participant's employer is
required to pay on behalf of the participant. Prior to an early
disposition, a participant is required to notify the Company of his or
her intention to dispose of any such shares.
The Company will not receive any income tax deduction as a result of
issuing shares pursuant to the Plan, except upon sale or disposition of
shares by a participant within the above-referenced two year holding
period. In such an event, the Company will be entitled to a deduction
equal to the amount included as ordinary income to the participant with
respect to the sale or disposition of such shares.
VOTE REQUIRED
Approval and adoption of the Plan by shareholders requires the
affirmative vote of a majority of the outstanding shares of Common
Stock entitled to vote at the Annual Meeting of Shareholders. Assuming
the existence of a quorum, abstentions and broker non-votes will be
treated as a vote against the Plan. It is intended that proxies granted
by the shareholders will be voted, unless instructed on the proxy card
or by telephone, "FOR" the Plan.
The 1998 Employee Stock Purchase Plan will be submitted to
shareholders for their approval at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE 1998
EMPLOYEE STOCK PURCHASE PLAN.
RECEIPT OF SHAREHOLDERS' PROPOSALS AND DIRECTOR
NOMINATIONS FOR NEXT ANNUAL MEETING
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
The date by which shareholder proposals must be received by the
Company for inclusion in proxy materials relating to the 2000 Annual
Meeting of Shareholders is November 15, 1999. If a shareholder intends
to submit a proposal at the 2000 Annual Meeting of Shareholders which
is not eligible for inclusion in the proxy materials relating to that
meeting, the shareholder must do so no later than January 29, 2000. If
such shareholder fails to comply with the foregoing notice provision,
the proxy holders will be allowed to use their discretionary voting
authority when and if the proposal is raised at the 2000 Annual Meeting
of Shareholders. The procedures for submitting a proposal are more
specifically outlined in the Security Exchange Act of 1934 and the
Company's bylaws.
OTHER BUSINESS
The Board of Directors does not know of any business that will be
presented for consideration at the Annual Meeting except as set forth
above. However, if any other business is properly brought before the
Annual Meeting, it is the intention of the persons named in the
accompanying proxy to vote said proxy in accordance with their judgment
in such matters.
Upon recommendation by the Audit Committee, at Chorus' board
meeting on October 21, 1998, the Board of Directors selected the
accounting firm of Deloitte & Touche LLP as principal accountants for
the Company for 1998. The work of Kiesling Associates LLP as principal
accountants for the Registrant was terminated after the Form 10-K
report for December 31, 1997 was filed with the SEC on March 31, 1998.
During the two years ended December 31, 1997, and the interim period
subsequent to December 31, 1997, there have been no disagreements with
Kiesling Associates LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure or any reportable events. Kiesling Associates LLP report on
the financial statements for the two years ended December 31, 1997
contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting
principles.
The Board of Directors has also selected Deloitte & Touche LLP to
audit the consolidated financial statements of the Company and its
subsidiaries for 1999. Deloitte & Touche LLP is expected to have a
representative present at the Annual Meeting who may make a statement
and will be available to respond to appropriate questions.
FOR THE BOARD OF DIRECTORS
/s/ Dean W. Voeks
March 15, 1999 Dean W. Voeks, Chief Executive Officer
CHORUS
COMMUNICATIONS GROUP, LTD.
ATTENDANCE CARD
ANNUAL MEETING OF SHAREHOLDERS
CHORUS COMMUNICATIONS GROUP, LTD.
APRIL 21, 1999
7:00 P.M.
MARRIOTT - MADISON WEST
1313 JOHN Q. HAMMONS DRIVE
MIDDLETON, WISCONSIN 53562
- -------------------------------------------------------------------------------
CHORUS
COMMUNICATIONS GROUP, LTD.
ANNUAL MEETING OF SHAREHOLDERS, APRIL 21, 1999 PROXY
The undersigned hereby appoints Harold L. (Lee) Swanson and Douglas J.
Timmerman, or either of them ("Appointed Proxies"), with power of substitution
to each, to vote all shares of the undersigned at the Annual Meeting of
Shareholders ("Meeting") of Chorus Communications Group Ltd. to be held on
Wednesday, April 21, 1999 at 7:00 p.m. CST, or at any adjournment(s) thereof.
THIS PROXY, SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, WILL BE VOTED AS
DIRECTED. IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT WILL BE VOTED FOR
ITEMS 1 AND 2.
PLEASE COMPLETE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE UNLESS VOTING BY TELEPHONE
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
VOTE BY TELEPHONE --------------------
QUICK * * * EASY * * * IMMEDIATE COMPANY #
CALL TOLL FREE * * * On a Touch Tone Telephone CONTROL #
1-800-240-6326 - ANYTIME --------------------
Your telephone vote authorizes the Appointed Proxies to vote your shares in the
same manner as if you marked, signed and returned your proxy card.
Using a touch-tone telephone, dial 1-800-240-6326. You may dial this TOLL FREE
number at your convenience 7 days/week, 24 hours/day. When prompted, enter the
3 digit Company Number located in the box on the upper right hand corner of the
proxy card. When prompted, enter the 7 digit NUMERICAL Control # that follows
the Company Number. Follow the simple instructions to complete your vote.
Should you wish to change a previously cast vote, please re-phone in your vote.
The last voting instructions received will be the vote placed with the
tabulator. The deadline for telephone voting is noon (ET) one business day
prior to the Annual Meeting.
IF YOU VOTE BY TELEPHONE, DO NOT MAIL BACK YOUR PROXY.
THANK YOU FOR VOTING
PLEASE DETACH HERE
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. ELECTION OF DIRECTORS:
01 Carrie L. Bennett-Barndt [ ]Vote FOR all nominees [ ]WITHHOLD vote
02 Charles Maulbetsch for a three-year term for all nominees
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDICATED NOMINEE, WRITE THE NUMBER(S) OF THE
NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
2. APPROVAL OF THE 1998 EMPLOYEE STOCK PURCHASE PLAN:
[ ]For [ ]Against [ ]Abstain
If any other business is brought before the Annual Meeting or any adjournment(s)
thereof, this Proxy will be voted in the discretion of the Appointed Proxies.
The undersigned ratifies that all the Appointed Proxies, or their substitutes,
or anyone of them may lawfully do by virtue hereof, and revokes any proxies
previously given to vote at the Annual Meeting or adjournment(s).
Please mark an (X) in the box to the right if you plan to attend the Annual
Meeting [ ]
Address Change? Mark Box [ ]
Indicate changes below: Dated____________________________, 1999
Signature(s) in Box
Please sign exactly as name(s)appear to
the left. When signing in fiduciary or
representative capacity, please add your
full title. If shares are registered
in more than one name, all holders must
sign. If signature is for a corporation,
the handwritten signature and title of
an authorized officer are required,
together with the full corporate name.