<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Consumers Water Company
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Consumers Water Company
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
CONSUMERS WATER COMPANY
THREE CANAL PLAZA
PORTLAND, MAINE 04101
March 31, 1995
Dear Shareholder:
On behalf of the Board of Directors and the management of Consumers Water
Company, it is a pleasure to invite you to the 1995 Annual Meeting of our
Company. This year's meeting is being held at 11:00 AM, May 3, 1995, at the
MARRIOTT HOTEL, 200 SABLE OAKS DRIVE, SOUTH PORTLAND, MAINE.
Refreshments will be served after the meeting, at which time you will be
able to meet with Company management and board members as well as with other
shareholders. We look forward to seeing you at the Annual Meeting to hear any
questions, comments or suggestions you might have about the Company.
It is important that your shares be represented at the meeting. Please
sign, date and return the enclosed proxy card as soon as possible.
If you plan to attend, please check the appropriate box on the face of the
proxy card in order that we may anticipate how many shareholders will attend.
Your continuing interest in Consumers is appreciated.
Sincerely,
PETER L. HAYNES
President
<PAGE> 3
CONSUMERS WATER COMPANY
THREE CANAL PLAZA
PORTLAND, MAINE 04101
------------------------------
NOTICE OF ANNUAL MEETING
Notice is hereby given that the Annual Meeting of the Shareholders of
Consumers Water Company will be held at the MARRIOTT HOTEL, 200 SABLE OAKS
DRIVE, SOUTH PORTLAND, MAINE, on Wednesday, May 3, 1995, at 11:00 a.m. local
time for the following purposes:
1. To hear the report of Management on the condition of the Company;
2. To elect Directors for the ensuing year; and
3. To consider and act upon any matters incidental to the foregoing and to
transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 15, 1995,
as the record date and time for the determination of the shareholders entitled
to notice of, and to vote at, such Annual Meeting.
If you do not expect to be present at the meeting and wish your shares to
be voted, please indicate your voting instructions on the enclosed proxy card,
sign it and return it promptly in the envelope provided.
A copy of the Annual Report for the fiscal year ended December 31, 1994, is
enclosed herewith.
By Order of the Board of Directors
BRIAN R. MULLANY
Clerk
Portland, Maine
March 31, 1995
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY CARD SO THAT
YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE
PRESENCE OF A QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY
CARD, REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, MAY AID THE COMPANY IN
REDUCING THE EXPENSE OF ADDITIONAL PROXY SOLICITATION. THE GIVING OF YOUR PROXY
DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE
MEETING.
<PAGE> 4
CONSUMERS WATER COMPANY
THREE CANAL PLAZA
PORTLAND, MAINE 04101
------------------------------
PROXY STATEMENT
This proxy statement and the accompanying form of proxy are planned to be
mailed to shareholders on or about March 31, 1995.
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of the Company of proxies to be voted at the Annual
Meeting of Shareholders on Wednesday, May 3, 1995.
Only the holders of common shares, par value $1.00 per share, and the
holders of Cumulative Preferred Stock, Series A, par value $100.00 per share, of
record at the close of business on March 15, 1995, are entitled to notice of,
and to vote at, the Annual Meeting. On such date the number of outstanding
common shares entitled to vote was 8,331,686 and the number of outstanding
shares of Cumulative Preferred Stock, Series A, entitled to vote was 10,694.
Each share of each class is entitled to one vote. The shareholders of both
classes shall vote together as one class on all proposals to be presented at the
Annual Meeting.
NOMINEES FOR ELECTION AS DIRECTORS
Under the Company's Articles of Incorporation and bylaws, the number of
Directors may be fixed at no less than 5 and no more than 17 and each serves
until the next Annual Meeting of Shareholders and until his or her successor is
elected and qualified. Pursuant to the bylaws of the Company, the Board of
Directors has established the number of Directors to be elected at 11. The
shareholders or the Board may, by subsequent resolution, increase the number of
Directors as thus fixed, within the above limits, and elect additional
Directors. It is intended to vote the proxies in favor of the election of the
nominees listed below to serve until the next Annual Meeting and until their
successors are elected and qualified. The following table sets forth the name
and age of each of the Board's nominees for Director, the periods during which
each nominee has served as a Director, if any, a brief description of the
principal occupation and business experience during the last five years of each
nominee, all directorships of publicly-held companies presently held by each
nominee, and certain other information. No nominee has any family relationship
with any other nominee.
<PAGE> 5
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE INFORMATION ABOUT NOMINEE
----------------------------- --- ------------------------------------------------------
<S> <C> <C>
Claudio Elia 52 President of Anjou International Company, a subsidiary
of, and holding company for certain of the U.S.
investments of, CGE. See "Common Stock Ownership of
Certain Beneficial Owners and Management" for
description of the terms of the agreement pursuant to
which Mr. Elia has been nominated. Mr. Elia is also a
director of Philadelphia Suburban Water Company and
Air and Water Technologies Corporation, and has been a
Director of the Company since 1990.
David R. Hastings, II 70 Chairman of the Board of the Company; President,
Hastings Law Office, P.A., attorneys. Mr. Hastings has
been a Director since 1963.
Peter L. Haynes 55 President and Chief Executive Officer of the Company
since 1992; formerly President of Quality Logistics
Management, Inc., a logistics management company. Mr.
Haynes has been a Director since 1992.
Jack S. Ketchum 64 Self-employed Financial Consultant. Mr. Ketchum has
been a Director since 1978.
John E. Menario 59 Senior Executive Vice President and Chief Operating
Officer of Peoples Heritage Financial Group, Inc., a
multi-bank holding company. Mr. Menario has been a
Director since 1980.
Jane E. Newman 49 President of Coastal Broadcasting Corporation, owner
of WZEA Radio, Hampton, New Hampshire, since 1991;
Assistant to the President of the United States for
Management and Administration from 1989 to 1991; and
President of the New England Business Council since
1988. Ms. Newman is also a director of Perini Corp.,
NYNEX Telecommunications and Public Service Company of
New Hampshire, and has been a Director of the Company
since 1993.
John E. Palmer, Jr. 58 Chairman of the Board of Cape Shore, Inc., a
manufacturer and wholesaler of stationery and
handcrafted gifts. Mr. Palmer has been a Director
since 1978.
Elaine D. Rosen 42 Senior Vice President, Product Center Group of UNUM
Life Insurance Company of America, with responsibility
for UNUM's group and individual insurance and annuity
products. Ms. Rosen has been a Director since 1993.
William B. Russell 61 President, Chief Executive Officer and Treasurer of
New England Cablevision of Massachusetts, Inc., an
owner and operator of cable television properties
since 1994; real estate consultant from 1993 to 1994
and President of Fifty Associates, a real estate
investment firm prior to 1993. Mr. Russell has been a
Director since 1970.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE INFORMATION ABOUT NOMINEE
----------------------------- --- ------------------------------------------------------
<S> <C> <C>
John H. Schiavi 54 President of Schiavi Enterprises, holding company for
entities involved in the ownership and operation of
nursing homes and the ownership of real estate. Mr.
Schiavi has been a Director since 1983.
John W. L. White 71 Retired; Vice Chairman of the Board of the Company;
formerly Chairman of the Board and Chief Executive
Officer, from 1981 to 1984, and President, from 1966
to 1981, of the Company. Mr. White has been a Director
since 1957.
</TABLE>
On September 14, 1994, the Penobscot Indian Nation filed a complaint in
United States District Court naming, among others, the Company, certain
subsidiaries of the Company and Mr. Schiavi as defendants. The suit arises out
of the 1986 sale by Schiavi Homes, Inc., then a subsidiary of the Company, of
its assets to a partnership including the Penobscot Indian Nation. Mr. Schiavi,
as a Director of the Company, is a party to an Indemnification Agreement with
the Company providing him with indemnification in connection with any suit or
proceeding brought against him by reason of the fact that he is or was a
Director of the Company. Under certain circumstances, Mr. Schiavi is entitled to
receive an advance of expenses in connection with an indemnifiable claim.
According to the complaint, Mr. Schiavi and the Company are alleged, among other
things, to have defrauded the Penobscot Indian Nation in connection with the
1986 sale of the assets of Schiavi Homes and the 1989 settlement of prior
litigation of related claims in which the Penobscot Indian Nation provided a
release to the Company. The Company and Mr. Schiavi have each denied the claims
raised by the Penobscot Indian Nation's complaint.
In addition to an Executive Committee, the Board of Directors has
established an Audit Committee, a Compensation Committee, a Retirement
Committee, a Board Evaluation Committee and an ad hoc committee dealing with
issues relating to the sale of the Company's manufactured housing business and
the liquidation of Burlington Homes of New England, Inc. (the "Burlington ad hoc
Committee"). The Executive Committee, whose current members are Directors Haynes
(Chairman), Elia, Hastings and Palmer, serves as a Nominating Committee, and, as
such, will consider recommendations of shareholders. Recommendations should be
submitted in writing to the Secretary of the Company. During 1994, there were
nine meetings of the Board of Directors, one meeting of the Executive Committee,
two meetings of the Audit Committee, four meetings of the Compensation
Committee, one meeting of the Retirement Committee, four meetings of the Board
Evaluation Committee and two meetings of the Burlington ad hoc Committee. All
Directors other than Ms. Rosen and Mr. Russell attended more than 75% of all
Board and appropriate committee meetings.
The Audit Committee reviews with the auditors the scope and results of the
audit, Company and subsidiary financial statements and internal accounting and
control procedures and recommends to the full Board the engagement or discharge
of independent auditors. Current members of the Audit Committee are Directors
Elia (Chairman), Ketchum, Newman and Russell. The Compensation Committee, which
currently consists of Directors Menario (Chairman), Palmer, Rosen and White,
makes recommendations to the Board of Directors with respect to officer and key
employee compensation and also administers the Company's various incentive
compensation plans. The Retirement Committee makes recommendations to the full
Board with respect to retirement plans and also administers the Company's
Retirement Plan and the Employee 401(k) Savings Plan and Trust. The Retirement
Committee's current members are Directors Russell (Chairman), Menario, Newman
and Schiavi. The Board Evaluation Committee reviews the performance of the Board
of Directors. The Committee's current members are Directors Ketchum (Chairman),
Hastings,
3
<PAGE> 7
Menario, Newman and Rosen. The Burlington ad hoc Committee consists of Directors
Haynes (Chairman), Elia, Menario, Palmer and Schiavi.
Management does not know of any nominee who will be unable to serve, but,
if any nominee should be unable to serve, the proxies may be voted with
discretionary authority for a substitute or substitutes designated by the Board.
REQUIRED VOTE FOR MATTERS TO BE ACTED UPON AT ANNUAL MEETING
With respect to the election of Directors, both the bylaws of the Company
and Maine law provide that those candidates receiving the greatest number of
votes cast at a meeting of shareholders, duly called and at which a quorum is
present, shall be deemed elected. Unless otherwise provided in the bylaws, under
Maine law, a majority of the shares entitled to vote thereat shall constitute a
quorum at a meeting of shareholders. The bylaws of the Company provide that at
any meeting of the shareholders, a majority of the shares entitled to vote,
issued and outstanding, represented by shareholders of record, in person or
proxy, shall constitute a quorum. As a consequence of these provisions and the
prior action of the Board of Directors in establishing 11 as the number of
Directors to serve following the Annual Meeting of Shareholders, those 11
nominees for Director receiving the greatest number of votes shall be deemed
elected, regardless of whether they receive a majority of the votes cast.
Abstentions and broker non-votes will be treated as not voting for the election
of Directors and will have no effect in determining the Directors receiving the
most affirmative votes.
As to matters other than the election of Directors that may be brought
before the Annual Meeting, Maine law provides that any corporate action to be
taken at a shareholders' meeting at which a quorum is present shall be
authorized by a majority of the votes cast by the holders of shares entitled to
vote on the subject matter, except to the extent that a greater vote is required
by law or by the Company's articles or bylaws. The bylaws of the Company provide
that the affirmative vote of the holders of a majority of the shares represented
at a meeting of shareholders (provided a quorum is present) shall decide any
question brought before the shareholders. As to any matter other than the
election of Directors, abstentions and broker non-votes will be treated as not
voting for such matter and will have the same effect as a vote against the
matter brought before the shareholders at the Annual Meeting.
COMMON STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Persons known to be the beneficial owners of more than 5% of the Company's
common shares as of March 31, 1995 are as follows:
<TABLE>
<CAPTION>
AMOUNT OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ------------------ --------
<S> <C> <C>
Compagnie Generale 1,669,609 shares 20.0%
des Eaux
52 Rue D'Anjou
75384 Paris,
France
</TABLE>
The amount listed in the above table is based upon statements on Schedule
13-D and Forms 4 and 5 filed with the Securities and Exchange Commission (the
"Commission") by Compagnie Generale des Eaux ("CGE") and includes 8,935 shares
which CGE has an option to acquire at the market price and 60,000 shares held by
a subsidiary of CGE. The remaining shares listed as being owned by CGE are held
by it
4
<PAGE> 8
directly. As the result of an agreement entered into in connection with the 1986
acquisition of common shares from certain of the Company's shareholders by a
subsidiary of CGE, the Company obtained certain rights of first refusal with
respect to shares now held by CGE, and, in return, granted certain rights to CGE
to register the Consumers shares which it acquired or might acquire in the
future for public resale, as well as the right to nominate a person to serve on
the Company's Board of Directors, commencing with the 1987 Annual Meeting of
Shareholders. The right to nominate a person to serve on the Board is subject to
certain limitations. Claudio Elia, an officer of a subsidiary of CGE, has been
nominated for election as a Director of the Company pursuant to the agreement
with CGE.
The following table sets forth the beneficial ownership of the Company's
common shares by the Directors, nominees and executive officers of the Company
named in the Summary Compensation Table below (the "named executive officers"),
determined in accordance with applicable regulations of the Commission. The
number of shares reflected may include shares held in the name of a spouse,
minor child or certain other relatives sharing the same home as the Director or
officer, or held by the Director or officer or spouse of the Director or
officer, as a trustee or as a custodian for minor children, as to all of which
beneficial ownership is disclaimed by the respective Directors and officers
except as otherwise noted below, as well as shares held in the Company's various
employee plans and shares which officers currently have the right to acquire
through the exercise of options. Mr. Haynes currently has the right to acquire
13,650 common shares, Mr. Schumann currently has the right to acquire 8,250
shares, Mr. Isacke currently has the right to acquire 6,650 shares, Mr. Noran
currently has the right to acquire 3,920 shares, Mr. Snellen has the right to
acquire 3,450 shares, and all Directors and executive officers as a group have
the right to acquire 40,920 shares pursuant to the exercise of options. In
accordance with applicable regulations of the Commission, such shares have been
included in the amounts listed below.
<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL PERCENT
NAME OWNERSHIP OF CLASS
--------------------------------------- ---------- -------------
<S> <C> <C>
DIRECTORS AND NOMINEES
Claudio Elia(1) 200 Less than 1%
David R. Hastings, II 36,673 Less than 1%
Peter L. Haynes 27,664 Less than 1%
Jack S. Ketchum 3,767 Less than 1%
John E. Menario 2,238 Less than 1%
Jane E. Newman 1,225 Less than 1%
John E. Palmer, Jr. 4,038 Less than 1%
Elaine D. Rosen 100 Less than 1%
William B. Russell 3,567 Less than 1%
John H. Schiavi 15,280 Less than 1%
John W. L. White 27,979 Less than 1%
OTHER NAMED EXECUTIVE OFFICERS
Paul D. Schumann(2) 16,133 Less than 1%
John F. Isacke 17,546 Less than 1%
Paul F. Noran 10,245 Less than 1%
Jerry D. Snellen 4,519 Less than 1%
ALL DIRECTORS AND EXECUTIVE OFFICERS 177,560 2.1%
</TABLE>
------------------------------------
(1) Mr. Elia is an officer of a subsidiary of CGE. CGE holds 1,669,609 common
shares of the Company. See above.
(2) Mr. Schumann also beneficially owns 80 common shares of Garden State Water
Company, a subsidiary of the Company, which represents less than 1% of the
issued and outstanding common shares of Garden State.
5
<PAGE> 9
OTHER EXECUTIVE OFFICERS
In addition to Mr. Haynes, the other executive officers of the Company,
their names, ages, positions with the Company, terms of office and the periods
during which they have served, are set forth in the following table:
<TABLE>
<CAPTION>
POSITIONS AND OFFICES TERM OF SERVED AS
NAME AGE WITH THE COMPANY OFFICE OFFICER SINCE
--------------------------------- --- ------------------------------ --------- -------------
<S> <C> <C> <C> <C>
Paul D. Schumann 44 Senior Vice President -- One Year 1987
Operations
John F. Isacke 41 Senior Vice President -- Chief One Year 1978
Financial Officer
Paul F. Noran 51 Vice President -- Engineering One Year 1979
Brian R. Mullany 49 Vice President and Secretary One Year 1978
Jerry D. Snellen 55 Vice President -- Information One Year 1987
Systems
Robert E. Ervin 34 Vice President and Treasurer One Year 1994
</TABLE>
Prior to becoming the Vice President and Treasurer of the Company, Mr.
Ervin was Accounting Manager and Treasurer of Inter-State Water Company, a
subsidiary of the Company located in Danville, Illinois.
6
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION.
The following table shows, for fiscal years ending December 31, 1992, 1993
and 1994, the cash compensation paid by the Company and its subsidiaries, as
well as certain other compensation paid or accrued for those years, to each of
the five most highly compensated executive officers of the Company whose 1994
total annual salary and bonuses exceeded $100,000, as calculated pursuant to
rules promulgated by the Commission, in all capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
| ------------ |
ANNUAL COMPENSATION | SECURITIES |
--------------------- | UNDERLYING | ALL OTHER
SALARY | OPTIONS/ | COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) BONUS($)(1) | SARS(#) | ($)(2)
----------------------------------------- ---- ------- ----------- | ------------ | ------------
<S> <C> <C> <C> | <C> | <C>
Peter L. Haynes, 1994 200,154 49,800 | 5,000 | 76,040(3)
President 1993 198,000 17,070 | 2,400 | 15,547(4)
1992 103,385 0 | 5,000 | 53,455(5)
Paul D. Schumann, 1994 137,769 17,900 | 3,000 | 1,040
Senior Vice President -- Operations 1993 137,423 6,150 | 1,600 | 4,640(6)
1992 124,346 19,591 | 1,600 | 8,240(7)
John F. Isacke, 1994 136,385 17,900 | 3,000 | 1,040
Senior Vice President -- Chief 1993 132,402 6,150 | 1,600 | 1,040
Financial Officer 1992 119,445 18,795 | 1,300 | 1,040
Paul F. Noran, 1994 110,138 7,700 | 1,000 | 1,040
Vice President -- Engineering 1993 110,907 2,640 | 1,000 | 1,040
1992 102,269 12,894 | 1,000 | 1,040
Jerry D. Snellen, 1994 94,769 7,700 | 1,000 | 1,040
Vice President -- Information Systems 1993 93,462 2,640 | 1,000 | 1,040
1992 84,269 10,626 | 600 | 1,040
</TABLE>
------------------------------------
(1) Bonuses for 1994 and 1993 were awarded under the Company's 1993 Incentive
Compensation Plan under which bonuses may be awarded to any of the regular,
full-time employees of the Company or its subsidiaries. Bonuses for 1992
were awarded pursuant to the Company's 1988 Stock Bonus Plan, under which
regular, full-time employees of the Company and its subsidiaries were
eligible to receive bonuses in cash and/or common shares of the Company.
(2) For all officers, except Mr. Haynes in 1993 and 1992, includes a $1,040
matching contribution in each year under the Company's 401(k) Employees
Savings Plan and Trust. Under this Plan, participants may elect to have
their employer contribute a portion of their compensation to the Plan
instead of having such amounts paid as salary. The Company makes matching
contributions, determined in accordance with a specific formula and subject
to certain limits, on behalf of all employees who participate in the Plan.
(3) Includes $75,000 to reimburse Mr. Haynes for the loss incurred by him in
selling his home in New York following his move to the Portland, Maine area
pursuant to an employment agreement entered into prior to Mr. Haynes
becoming President and Chief Executive Officer of the Company on August 5,
1992 and a $1,040 matching contribution under the Company's 401(k) Employee
Savings Plan and Trust.
(4) Reimbursement of moving expenses paid to Mr. Haynes pursuant to his August,
1992 Employment Agreement.
7
<PAGE> 11
(5) Includes $50,000 paid to Mr. Haynes to compensate him for the business he
relinquished by joining the Company and $3,455 paid to Mr. Haynes for
temporary living accommodations and travel expenses during the first two
months of his employment by the Company.
(6) Includes $1,040 matching contribution under the Company's 401(k) Employee
Savings Plan and Trust and $3,600 cost of living adjustment paid to Mr.
Schumann in connection with his move to the Portland, Maine area in 1987 to
become an officer of the Company.
(7) Includes $1,040 matching contribution under the Company's 401(k) Employees
Savings Plan and Trust and $7,200 cost of living adjustment paid to Mr.
Schumann in connection with his move to the Portland, Maine area in 1987 to
become an officer of the Company.
STOCK OPTIONS.
The following table contains information concerning the grant of stock
options under the Company's 1993 Incentive Stock Option Plan to the named
executive officers during the last fiscal year. The Company has not granted
stock appreciation rights to any executive officer.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZED VALUE
AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF
------------------------------------------------------------------------ STOCK PRICE
NUMBER OF APPRECIATION
SECURITIES % OF TOTAL FOR OPTION
UNDERLYING OPTIONS/SARS EXERCISE OR BASE TERM(3)
OPTIONS/SARS GRANTED TO EMPLOYEES PRICE -----------------
NAME GRANTED(#)(1) IN FISCAL YEAR ($/SH)(2) EXPIRATION DATE 5%($) 10%($)
------------------ ------------ -------------------- ---------------- --------------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Peter L. Haynes 5,000 17.2% 17.25 2/24/99 23,831 52,656
Paul D. Schumann 3,000 10.3% 17.25 2/24/99 14,299 31,593
John F. Isacke 3,000 10.3% 17.25 2/24/99 14,299 31,593
Paul F. Noran 1,000 3.4% 17.25 2/24/99 4,766 10,531
Jerry D. Snellen 1,000 3.4% 17.25 2/24/99 4,766 10,531
</TABLE>
------------------------------------
(1) The options granted will become exercisable in cumulative installments to
the extent of not more than 50% of the number of shares covered thereby
within the first year of the term thereof and to the extent of not more than
an additional 25% within each of the second and third years of the term
thereof. None of the options has tandem rights.
(2) The exercise prices for the options granted were, in each case, 100% of the
fair market value of the common shares on the date of grant.
(3) These amounts represent assumed rates of appreciation only. Actual gains, if
any, on stock option exercises will depend on overall market conditions and
on the future performance of the Company and its common shares.
8
<PAGE> 12
OPTIONS EXERCISES AND HOLDINGS.
The following table sets forth information with respect to the exercise of
options by the named executive officers during the last fiscal year and
unexercised options held by such officers as of the end of the fiscal year. The
Company has not granted stock appreciation rights to any executive officer.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR,
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END(#) AT FY-END($)
SHARES ACQUIRED VALUE ------------- -------------
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
--------------------------------------- --------------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Peter L. Haynes 0 0 9,300/3,100 625/625
Paul D. Schumann 0 0 5,875/1,900 1,950/375
John F. Isacke 1,650 1,650 4,000/1,900 375/375
Paul F. Noran 0 0 2,920/750 795/125
Jerry D. Snellen 0 0 2,528/750 803/125
</TABLE>
PENSION PLANS.
The following table shows the estimated annual pension benefit payable to a
covered participant at normal retirement age under the Company's qualified
defined benefit pension plan, based on remuneration that is covered under the
plan and years of service with the Company and its subsidiaries:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
5 YEAR AVERAGE 15 20 25 30 35
ANNUAL EARNINGS YEARS YEARS YEARS YEARS YEARS
--------------------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$100,000......................... $22,500 $30,000 $37,500 $45,000 $52,500
$125,000......................... $28,125 $37,500 $46,875 $56,250 $65,625
$150,000 (and above)............. $33,750 $45,000 $56,200 $67,500 $78,750
</TABLE>
The Company's pension plan provides that upon reaching the normal
retirement age of 65, a covered employee's pension is to be the equivalent of a
single life annuity in an amount equal to the sum of 1.5% of the employee's
average compensation over the five consecutive years of service which will
produce the highest average, multiplied by the lesser of the employee's years of
service or 35. Compensation for purposes of the pension plan is equal to a
covered employee's annual salary as of January 1 in any year. Under the Internal
Revenue Code, effective January 1, 1994, the maximum annual compensation that
may be considered in determining benefits under the pension plan is limited to
$150,000 to be indexed for inflation, after 1993. Covered compensation for the
named executive officers for 1994 was: Mr. Haynes: $196,000; Mr. Schumann:
$135,000; Mr. Isacke: $130,500, Mr. Noran: $108,200 and Mr. Snellen: $92,000.
The estimated years of service for each named executive is as follows: Mr.
Haynes: three years; Mr. Schumann: 23 years; Mr. Isacke: 17 years; Mr. Noran: 16
years and Mr. Snellen: 13 years.
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<PAGE> 13
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
Mr. White, who was an officer of the Company prior to 1984, served as a
member of the Compensation Committee of the Company's Board of Directors during
the last completed fiscal year.
There are no Compensation Committee interlocks.
AGREEMENTS WITH OFFICERS AND DIRECTORS.
The Company has an insurance policy which, among other things, provides
indemnification to each Director and officer of the Company from and against any
liabilities incurred in connection with registration statements under the
Securities Act of 1933, as amended. The Company paid all of the $145,858 annual
premium for 1994. In addition, the Company has purchased a $100,000 accidental
death and dismemberment insurance policy covering Directors and certain
employees, payable to a beneficiary of the insured's choice. The Company paid
all of the $588 aggregate annual premiums on such policies for 1994.
The Company has entered into indemnification agreements with each of its
Directors and executive officers. The form and execution of such indemnification
agreements were approved by shareholders at the Company's 1989 Annual Meeting.
Each indemnification agreement requires the Company to indemnify the Director or
executive officer who is a party thereto to the fullest extent permitted by
applicable Maine law and requires the advance to an indemnified Director or
executive officer of litigation expenses upon receipt of a written affirmation
of the Director or officer's good faith belief that the Director or officer's
conduct was not knowingly fraudulent, deliberately dishonest or willful
misconduct. By the terms of each indemnification agreement, its benefits are not
available with respect to matters giving rise to a claim against the indemnified
Director or executive officer (a) if the Director or executive officer has (i)
violated Section 16(b) of the Securities Exchange Act of 1934 or analogous
provision of law, (ii) received remuneration or other payment in violation of
law, or (iii) engaged in conduct finally adjudged to be knowingly fraudulent,
deliberately dishonest or intentional misconduct, or (b) if a final court
decision determines that such indemnification is not lawful.
In connection with the acquisition by the Company of substantially all of
the assets of Schiavi Homes Corp. in March, 1983, the Company entered into a
noncompete agreement with Mr. Schiavi, who was a principal in and major
beneficial shareholder of Schiavi Homes Corp. The agreement, which will expire
in 1995, prohibits Mr. Schiavi from competing with the Company in the
manufacturing, sale, siting or leasing of manufactured housing.
The Company entered into an employment agreement with Mr. Haynes in
connection with Mr. Haynes' election as President and Chief Executive Officer of
the Company in 1992. The agreement, which expired in 1994, provided for a base
salary for Mr. Haynes and continuation of compensation during the term of the
agreement in the event that Mr. Haynes' employment with the Company was
terminated prior to the expiration of the agreement for any reason other than an
illegal act or willful misconduct. Payments made to Mr. Haynes pursuant to the
employment agreement are included in the Summary Compensation Table above.
BOARD COMPENSATION COMMITTEE REPORT.
In accordance with rules established by the Commission, the Compensation
Committee, at the direction of the Board of Directors, has prepared the
following report for inclusion in this Proxy Statement:
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of Directors who are not currently officers of the Company.
The Committee is responsible for setting and
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<PAGE> 14
administering the policies that govern annual compensation of executive officers
of the Company and the Company's incentive compensation and employee stock
option plans. The Company's compensation plans are designed to attract and
retain key executives critical to the long-term success of the Company.
The Committee annually evaluates the Company's corporate performance and
compensation compared with its industry group. Companies within the industry
group are included in the Water Utility Index in the performance graph below.
The Compensation Committee does not believe that comparison to the S&P 500 or
any other broad market index is an accurate measure of the Company's
performance, because of the specialized nature of the Company's primary business
of owning regulated water utility companies. In addition, in evaluating the
Company's overall performance, the Committee looks to the attainment of goals
that had been set prior to the start of the year. These goals, which are
discussed below, are also used in determining the compensation of the named
executive officers.
Annual compensation of the named executive officers, as well as other
senior executives, consists of a base salary, incentive compensation awarded
under the Company's 1993 Incentive Compensation Plan and long-term incentive
compensation in the form of options granted under the Company's Incentive Stock
Option Plans.
The salary ranges for each position, or group of positions, are established
based on a market survey of similar positions within the industry conducted by
an outside consultant. The companies included in the study were, to the extent
information was available, the same as those included in the Water Utility Index
in the performance graph below. The base compensation for each named executive
officer is set within the range for the position of that officer, as indicated
by the survey. The actual salary of an officer is set within that range based on
the officer's performance and experience. The base compensation for the named
executive officers listed within the Summary Compensation Table ranges from the
lower third of the salary range to the maximum of the range. Variations from the
median of the salary ranges are based on the individual officers' performance
and length of service.
The Chief Executive Officer recommends salary adjustments to the
Compensation Committee for officers of the Company other than himself based on a
structured annual review. The annual review considers the decision-making
responsibilities of each position and the experience, skills and performance of
each officer during the period being reviewed. To help quantify these measures,
the Committee has, from time to time, enlisted the assistance of a compensation
consultant. After review, the Committee recommends final salary changes to the
Board of Directors, which makes the final salary decisions.
INCENTIVE COMPENSATION PROGRAM. The Company established the 1993 Incentive
Compensation Plan to reward certain employees of the Company for achieving
annual objectives in both financial and other measures. The Plan was designed
with the assistance of a compensation consultant and is based on two or three
factors, depending on whether the participant works for the Corporate entity or
a business unit. Corporate officers' target incentives are based 60% on the
attainment of net income targets, exclusive of gains on the sales of properties
and 40% on the achievement of team goals. Income targets under the plan are
based, among other criteria, upon a targeted return on equity and an expected
net income for the entire organization. The income target for 1994 was $10.2
million net income before gains from sales. Awards for the participants from
subsidiary business units are based 20% on the Company's income targets, 40% on
the business unit's income target and 40% on the unit's team goals. The team
goals, for both the Corporate unit and the subsidiary units, are predominantly
non-financial, and include such things as the implementation of a quality
control management system, the achievement of certain cost containment goals,
the correlation of capital expenditures to business planning and the achievement
of system growth goals.
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<PAGE> 15
Financial and team goals are established on the basis of historic patterns
of Company performance and agreed upon strategic objectives. A performance
threshold for each measure ensures that incentive compensation is not paid for
substandard accomplishments. In addition, each measure also has a cap to limit
the potential compensation expense under the Incentive Compensation Plan.
Payments are based on the midpoint of an individual's salary range so that
incentive compensation is not paid for the attainment of longevity.
Awards for 1994 were paid in cash in February of 1995, subsequent to the
review by the Compensation Committee of the results achieved against targets
established prior to the year. The Board of Directors made the awards based on
the recommendations of the Compensation Committee. In addition, the Board,
pursuant to the recommendation of the Compensation Committee, elected to
increase the awards paid to all participants because measurement against
selected targets did not in their judgment completely reflect the performance of
the Company during 1994. Each of the officers of the Company and of its
subsidiaries who are eligible to participate in the Incentive Compensation Plan
may receive an award based on the performance of their unit. These awards are
included in the Summary Compensation Table under the column "Bonus."
LONG-TERM INCENTIVE COMPENSATION. The Company's 1993 Incentive Stock
Option Plan was approved by shareholders at the 1993 Annual Meeting. The Plan is
substantially similar to prior incentive stock option plans approved by the
Company's shareholders. Incentive Stock Options awarded during the last three
calendar years are included in the Summary Compensation Table under the heading
"Long Term Compensation Awards -- Securities Underlying Options/SARS." Stock
appreciation rights are not awarded by the Company. Options, including those
awarded to Peter L. Haynes, the Company's Chief Executive Officer, are awarded
based on the recipient's level of responsibility within the Company and the
recipient's ability to influence Company performance and are designed to provide
eligible employees with a greater personal interest in the success of the
Company. The number of options already held by eligible employees is not
considered in the granting of new options, provided the individual employee is
within the plan limit for the maximum options which may be granted to any one
employee.
PERFORMANCE EVALUATION. Each year the Committee meets with the Chief
Executive Officer to evaluate his performance, using input from the rest of the
Board, and reports on that evaluation to the independent Directors. The Chief
Executive Officer and the Committee evaluate the performance of the rest of the
executive officers and together recommend salary adjustments to the full Board.
Peter L. Haynes has served as the Company's Chief Executive Officer since
1992. During 1994 the Committee voted to increase Mr. Haynes' base salary to
$202,000. The Committee's decision to increase Mr. Haynes' base salary was based
on his having met the Committee's expectations, including the introduction of
new programs and the revitalization of the management group. The increase was
also consistent with other increases provided under the Company's new Salary
Plan, which takes into account the participant's performance as well as his or
her position within the participant's salary range.
In February of 1995, the Committee voted to pay Mr. Haynes a bonus for 1994
of $49,800 under the Company's 1993 Incentive Compensation Plan. The bonus
awarded to Mr. Haynes, which amounted to 24.7% of his base salary, was based on
the attainment of 94% of the Company's net income goal, and 77% of the Company's
non-financial targets. As noted above, the Committee recommended that the
bonuses to be awarded under the Company's Incentive Compensation Plan to Mr.
Haynes and other executive officers for 1994 be increased based on the Company
having performed better than was apparent from application of the non-financial
targets previously established for 1994. After this adjustment, Mr. Haynes
received an incentive compensation award equal to 85% of his targeted incentive
compensation.
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<PAGE> 16
COMPENSATION DEDUCTION LIMIT. Under the Revenue Reconciliation Act of
1993, publicly-held companies are limited to a maximum deduction for federal
income tax purposes of $1 million per year for "applicable employee
remuneration" paid to each "covered employee." Covered employees for the Company
are those listed in the "Summary Compensation Table" above and "applicable
employee remuneration" includes salary and bonus. Applicable employee
remuneration also includes (1) any gain recognized by an employee who, prior to
expiration of the holding period to receive favorable income tax treatment,
sells or otherwise disposes of Company shares acquired pursuant to the exercise
of an option granted under either the 1988 Incentive Stock Option Plan or the
1993 Incentive Stock Option Plan and (2) the difference between the
consideration paid by an employee and the fair market value at the time of
exercise of Company shares acquired pursuant to the exercise of an option issued
pursuant to the 1993 Incentive Stock Option Plan which includes a provision that
such option is not an incentive stock option for purposes of the Internal
Revenue Code. The Committee has no current intention of issuing options under
the 1993 Incentive Stock Option Plan containing a provision that such option is
not an incentive stock option for tax purposes.
As noted above, bonuses payable under the Company's 1993 Incentive
Compensation Plan are capped to limit the potential compensation expense to the
Company under that Plan. The Company's 1993 Incentive Stock Option Plan,
approved by shareholders at the 1993 Annual Meeting, limits the maximum number
of shares subject to options which may be granted to any one employee during the
life of the Plan to 25,000. Even though the ultimate value of outstanding
options cannot be calculated as it is dependent on future changes in the market
price of the Company's common shares, given the limits on the number of options
which may be granted and the amount of bonuses payable to employees, and given
the expected base compensation levels for covered employees, it is unlikely that
the $1 million per covered employee maximum deduction would be exceeded in the
foreseeable future. In the event that the $1 million per covered employee
maximum deduction was exceeded, the Company would not receive a deduction for
federal income tax purposes for the amount of applicable employee remuneration
which exceeded that amount.
<TABLE>
<S> <C>
John E. Menario John E. Palmer, Jr.
Chairman, Compensation Committee Member, Compensation Committee
Elaine D. Rosen John W. L. White
Member, Compensation Committee Member, Compensation Committee
</TABLE>
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<PAGE> 17
PERFORMANCE GRAPH
The following is a line graph presentation comparing cumulative, five-year
returns (assuming the reinvestment of dividends) on an indexed basis of the
Company's common shares with the S&P 500 Stock Index and an index of
investor-owned water utility companies published by Edward D. Jones & Co.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG COMPANY, S&P 500 AND EDWARD D. JONES & CO.
INVESTOR-OWNED WATER UTILITY INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD WATER UTILITY
(FISCAL YEAR COVERED) CONSUMERS INDEX S&P 500
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 82.9 92.8 96.9
1991 112.4 132.5 126.4
1992 119.9 146.8 135.9
1993 123.9 167.2 149.7
1994 134.4 155.8 151.7
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------------------
1989 1990 1991 1992 1993 1994
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Consumers.............................. $ 100.0 $ 82.9 $ 112.4 $ 119.9 $ 123.9 $ 134.4
Water Utility Index.................... 100.0 92.8 132.5 146.8 167.2 155.8
S&P 500................................ 100.0 96.9 126.4 135.9 149.7 151.7
</TABLE>
DIRECTOR COMPENSATION
Each Director is paid a retainer of $10,000 per annum. The Chairman of the
Board receives an additional $5,000 per year retainer for serving as such. In
addition, each Director receives $500 per meeting for each meeting of the Board
of Directors attended, and $500 for each committee meeting attended unless such
meeting is on the same day as a Board meeting, in which case Directors are paid
$300 for attending. Committee chairmen receive an additional $250 per meeting,
or $150 per meeting if the meeting occurs on the day there is a Board meeting.
Directors who are employed by the Company or a subsidiary are not paid an
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<PAGE> 18
annual retainer or meeting fees. All non-employee Directors receive travel
expenses for attending Board meetings and committee meetings.
The Board of Directors has established two Deferred Compensation Plans for
Directors. One Plan allows the deferral of all or a specified portion of a
Director's annual retainer and meeting fees with interest to be paid thereon at
a rate equal to the annual rate of return on the Company's common equity.
Amounts deferred under this Plan may be paid only upon a date fixed in advance
of any deferral, or after a Director ceases to serve as such or as an employee
of the Company. The second Plan allows the deferral of all or a specified
portion of a Director's retainer and fees with interest to be paid thereon at a
fixed rate based upon an announced bond index rate. The rate applicable under
this Plan averaged approximately 10% for 1994. Amounts deferred under the second
Plan are to be paid when a Director ceases to serve as such. Under certain
circumstances, the Committee appointed by the Board to administer this Plan may
provide for earlier payments upon the request of a Director. Generally, payments
of the amounts deferred under the second Plan will be made in equal monthly
installments over a period of ten years, unless the Committee upon the request
of a Director provides for payments over a shorter period of time or in a lump
sum. Each of the Plans is unfunded, with the rights of Directors who participate
being no greater than those of unsecured creditors. Elections under each of the
Plans must be made before the end of any year and will be effective for the
following year.
SECTION 16(A) OWNERSHIP REPORTING DELINQUENCIES
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors and persons who own more than 10% of a registered class
of the Company's equity securities to file reports of ownership and changes in
ownership with the Commission. Such officers, Directors and shareholders are
required by Commission regulations to furnish the Company with copies of all
such reports that they file.
Based solely on a review of copies of reports filed with the Commission
since December 31, 1993, and of written representations by certain officers and
Directors, all persons subject to the reporting requirements of Section 16(a)
filed the required reports on a timely basis, except as disclosed in the
Company's Proxy Statement in connection with the 1994 Annual Meeting, and except
that Jack S. Ketchum filed late one report with respect to a single acquisition
of 400 common shares and Jerry D. Snellen, Vice President -- Information
Systems, filed late one annual report with respect to one purchase of
approximately 3 common shares under the Company's Dividend Reinvestment and
Common Share Purchase Plan.
APPOINTMENT OF AUDITORS
The Board of Directors has appointed Arthur Andersen LLP as independent
public accountant to audit the accounts of the Company for the fiscal year
ending December 31, 1995. Arthur Andersen LLP which began auditing the accounts
of the Company in 1976, audited the accounts of the Company for the fiscal year
ended December 31, 1994. A representative of Arthur Andersen LLP is expected to
be available at the Annual Meeting to respond to appropriate questions and to
make a statement on behalf of Arthur Andersen LLP if he or she so desires.
OTHER BUSINESS
Management is not aware of any matters to be presented for action at the
meeting other than those specified in the Notice of Annual Meeting and the
presentation of the annual report of the financial condition of the Company. No
action constituting approval or disapproval of any of the matters referred to in
said report
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<PAGE> 19
is contemplated. However, if any other matters legally come before the meeting,
the persons named in the enclosed form of proxy intend to exercise the
discretionary power conferred by the proxy and to vote the proxy in accordance
with their judgment on such matters.
EXPENSES OF SOLICITATION
The cost of the solicitation of proxies for the Annual Meeting will be paid
by the Company. Brokerage houses, nominees, fiduciaries and other custodians
will be requested to forward soliciting material to beneficial owners of shares
held of record by them and will be reimbursed for their expenses. In addition to
solicitation by mail, in a limited number of instances, regular employees of the
Company may solicit proxies in person or by telegraph or telephone. Such persons
will receive no additional compensation for such services.
PROMPT RETURN OF PROXY CARD REQUESTED
Shareholders are requested to indicate voting instructions on the enclosed
proxy card, date, sign it and return it promptly in the accompanying envelope.
No postage is required if mailed in the United States. The proxy is revocable
until exercised; accordingly, shareholders who are present at the meeting, may
withdraw their proxies and vote, if they so desire, in person.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented to next year's Annual
Meeting of Shareholders, scheduled for May 1, 1996, must be received by the
Company by December 2, 1995 for inclusion in the Company's proxy material
relating to that meeting.
By Order of the Board of Directors
BRIAN R. MULLANY
Clerk
March 31, 1995
PLEASE NOTE ANY CHANGES IN ADDRESS ON THE ENCLOSED PROXY CARD.
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, IS
AVAILABLE WITHOUT CHARGE TO ANY SHAREHOLDER UPON WRITTEN REQUEST TO BRIAN R.
MULLANY, SECRETARY, CONSUMERS WATER COMPANY, P.O. BOX 599, PORTLAND, MAINE
04112. COPIES OF THE EXHIBITS TO THE REPORT, WHICH ARE VOLUMINOUS, WILL BE
FURNISHED UPON THE PAYMENT OF A REASONABLE FEE TO OFFSET THE COST OF
REPRODUCTION AND MAILING.
16
<PAGE> 20
CONSUMERS WATER COMPANY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 3, 1995
The undersigned, hereby revoking any proxy heretofore given, hereby appoints
David R. Hastings, II, Jack S. Ketchum and John W.L. White, and each of them
severally, proxies of the undersigned, with full power of substitution, to vote
as indicated below all common shares and shares of Cumulative Preferred Stock,
Series A of Consumers Water Company which the undersigned would be entitled to
vote if personally present at the annual meeting of the shareholders of the
Company to be held at South Portland, Maine, on May 3, 1995, and any
adjournments thereof.
The Board of Directors recommends a vote FOR Proposal 1.
1. Election of Directors.
NOMINEES: Claudio Elia, David R. Hastings, II, Peter L. Haynes, Jack S.
Ketchum, John E. Menario, Jane E. Newman, John E. Palmer, Jr., Elaine D. Rosen,
William B. Russell, John H. Schiavi, John W.L. White
/ / FOR all nominees listed above / / AGAINST all nominees listed above
/ / For election of Directors, except vote withheld from the following
nominee(s):
--------------------------------------------------------------------------------
(continued, and to be signed and dated, on other side)
<PAGE> 21
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED UPON THE PROXIES WITH RESPECT TO
SUCH OTHER MATTERS AS MAY LEGALLY COME BEFORE THE MEETING. IF NO INSTRUCTION IS
SPECIFIED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION
OF DIRECTORS.
Please check here if you plan to attend the meeting / /
Dated _________________________, 1995
-------------------------------------
Signature
-------------------------------------
Signature
Please sign proxy exactly as name
appears. Joint owners should each
sign personally. Trustees and other
fiduciaries should so indicate when
signing and where more than one
name appears, a majority must sign.
