<PAGE>
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 (S)240.14a-11(c) or (S)240.14a-12
BANK OF NEW HAMPSHIRE CORPORATION
(Name of Registrant as Specified In Its Charter)
BANK OF NEW HAMPSHIRE CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $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:*
(4) Proposed maximum aggregate value of transaction:
- --------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] 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:
Notes:
<PAGE>
[LOGO OF BANK OF NEW HAMPSHIRE APPEARS HERE]
BANK OF NEW HAMPSHIRE
CORPORATION
NOTICE OF
1994 ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
<PAGE>
[LOGO OF BANK OF NEW HAMPSHIRE APPEARS HERE]
BANK OF NEW HAMPSHIRE
CORPORATION
March 24, 1994
Dear Shareholder:
The 1994 Annual Meeting of Shareholders will be held on Wednesday, April 27,
1994 at 11:00 A.M. at the Manchester Country Club, Manchester, New Hampshire.
The notice of meeting and proxy statement which follow describe the business
to be conducted at the meeting. Our Annual Report for 1993 accompanies the
notice of meeting and proxy statement.
I hope you will be able to attend the meeting in person. Your vote is very
important. If you cannot attend the meeting, please promptly return your
completed proxy card in the envelope provided.
I look forward to seeing you.
Sincerely,
[SIGNATURE OF DAVIS P. THURBER
APPEARS HERE]
Davis P. Thurber
Chairman of the Board and President
<PAGE>
[LOGO OF BANK OF NEW HAMPSHIRE APPEARS HERE]
BANK OF NEW HAMPSHIRE
CORPORATION
300 FRANKLIN STREET
MANCHESTER, NEW HAMPSHIRE 03105
NOTICE OF 1994 ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
Bank of New Hampshire Corporation:
The 1994 Annual Meeting of Shareholders of Bank of New Hampshire Corporation
will be held on Wednesday, April 27, 1994, at 11:00 a.m., local time, at the
Manchester Country Club, South River Road, Manchester, New Hampshire, for the
following purposes:
1. To fix the number of directors at seventeen;
2. To elect seventeen directors to serve, each for a one year term;
3. To ratify the re-engagement of Ernst & Young, as independent
auditors for the Company for the year ending December 31, 1994; and
4. To transact such other business as may properly be brought before
the meeting, including matters incident to the conduct of the
meeting, and at any adjournment, continuation or postponement
thereof.
Shareholders of record at the close of business on March 11, 1994, are
entitled to notice of and to vote at the meeting and at any adjournment,
continuation or postponement thereof.
IMPORTANT -- YOUR PROXY IS ENCLOSED
PLEASE MARK, DATE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE
ACCOMPANYING ENVELOPE REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. FURNISHING
THIS PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE THIS PROXY OR TO VOTE IN PERSON
SHOULD YOU ATTEND THE MEETING.
By Order of the Board of Directors
March 24, 1994 Robert B. Field, Jr.
Secretary
<PAGE>
BANK OF NEW HAMPSHIRE CORPORATION
300 FRANKLIN STREET
MANCHESTER, NEW HAMPSHIRE 03105
(603) 624-6600
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Bank of New
Hampshire Corporation (the "Company") for use at the 1994 Annual Meeting of
Shareholders to be held on Wednesday, April 27, 1994, at 11:00 a.m., local
time, at the Manchester Country Club, South River Road, Manchester, New
Hampshire, and at any adjournment, continuation or postponement thereof (the
"Meeting"). This Proxy Statement and the enclosed proxy cards will be first
mailed to shareholders on or about March 24, 1994. The Company's Board of
Directors (the "Board") has fixed the close of business on March 11, 1994, as
the Record Date, for determining the shareholders entitled to notice of, and to
vote at, the Meeting. On the Record Date 4,066,943 shares of the Company's
common stock were outstanding and entitled to vote. These shares of common
stock are the only voting securities of the Company. A copy of the Company's
Annual Report for the year ended December 31, 1993 is also enclosed.
The Company will bear the cost of soliciting proxies, including the cost of
reimbursing brokerage houses and other custodians, nominees or fiduciaries for
forwarding proxies and Proxy Statements to their principals. In addition to
solicitation of proxies by mail, certain officers and employees of the Company
may solicit in person or by telephone without compensation other than
reimbursement for their actual expenses. Valid proxies may be transmitted by
any means which results in or produces a written or printed document or
facsimile thereof.
VOTING OF PROXIES
Each share of common stock is entitled to one vote on all proposals other
than the election of directors. The shares represented by proxies will be voted
as instructed on the valid proxies, and, in the absence of instructions,
proxies will be voted in accordance with the recommendations of the Board. The
Board recommends a vote FOR proposals 1. To fix the number of directors at
seventeen; 2. To elect seventeen directors to serve, each for a one year term;
and 3. To ratify the re-engagement of Ernst & Young, as independent auditors
for the Company for the year ending December 31, 1994. Proxies may be revoked,
at any time before they are voted, by written notice to the Company, by
executing a later dated proxy, or in person at the Meeting.
The presence, in person, or by proxy, of the holders of a majority of the
outstanding shares of common stock entitled to vote at the Meeting, shall be
necessary to constitute a quorum for the transaction of business. Abstentions
and broker non-votes will not be counted as votes cast but will be considered
as present for quorum purposes. If a quorum exists, the approval of any
proposal being submitted to the shareholders for a vote, other than the
election of directors, requires that the votes cast FOR the proposal exceed the
votes cast AGAINST the proposal. If the votes required to act upon the
aforementioned proposals are not obtained, the named Proxies intend to adjourn
the Meeting.
<PAGE>
IN THE ELECTION OF DIRECTORS, SUCH SHARES OF COMMON STOCK HAVE CUMULATIVE
VOTING RIGHTS. CUMULATIVE VOTING ENABLES EACH SHAREHOLDER TO GIVE ONE NOMINEE
FOR DIRECTOR AS MANY VOTES AS IS EQUAL TO THE NUMBER OF DIRECTORS TO BE ELECTED
MULTIPLIED BY THE NUMBER OF SHARES THE SHAREHOLDER MAY VOTE, OR TO DISTRIBUTE
HIS VOTES ON THE SAME PRINCIPLE AMONG TWO OR MORE NOMINEES AS HE SEES FIT.
ACCORDINGLY, EACH SHARE WILL BE ENTITLED TO SEVENTEEN VOTES ON A CUMULATIVE
BASIS IN VOTING FOR DIRECTORS SHOULD CUMULATIVE VOTING BE REQUESTED BY ANY
SHAREHOLDER AT THE MEETING.
PRINCIPAL SHAREHOLDERS
The following Table lists persons known to the Company to constitute a group
within the meaning of SEC Rule 13d-5(b)(1) of the Securities and Exchange Act
of 1934 for the purpose of acting together to vote their beneficially owned
shares.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF COMMON
NAME AND ADDRESS OF COMMON STOCK STOCK OUTSTANDING
- ---------------- ---------------- --------------------
<S> <C> <C>
Sidney Thurber Cox (1).................... 173,680 4.27%
241 Clinton Street
Watertown, New York 13601
Davis P. Thurber (1)...................... 169,051 4.16
25 Swart Terrace
Nashua, New Hampshire 03060
Constance T. Prudden (1).................. 100,037 2.46
1 Button Cove Road
Hingham, Massachusetts 02043
Shelley D. Thurber (3).................... 40,280 .99
109 Kingston Street
Boston, Massachusetts 02111
Steven A. Thurber (2)(3).................. 38,480 .95
39-A Manchester Street
Nashua, New Hampshire 03060
George Frederick Thurber (3).............. 46,920 1.15
227 Summit Avenue
Brookline, Massachusetts 02146
Matthew T. Thurber (3).................... 46,920 1.15
1 Carey Road
Revere, Massachusetts 02151
------- -----
Group Total............................. 615,368 15.13%
======= =====
</TABLE>
- --------
(1) See "Securities of the Company owned by Directors and Executive Officers"
and related footnotes on page 7.
(2) Mr. Thurber disclaims a beneficial interest in 200 shares held as
custodian for his minor child.
(3) Includes 2,200 shares held in the Shirley A. Thurber Trust.
2
<PAGE>
FMR Corp., 82 Devonshire Street, Boston, Massachusetts 02109, an investment
management company, filed a Schedule 13G dated February 11, 1994, with the
Securities and Exchange Commission (the "SEC") stating that Fidelity Management
& Research Company ("Fidelity"), a wholly-owned subsidiary of FMR Corp. and a
registered investment advisor is the beneficial owner, as of February 11, 1994,
of 226,500 shares, or 5.61%, of the common stock of the Company, outstanding on
such date, as a result of acting as investment adviser to several investment
companies. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp.
and owner of 34% of the outstanding voting common stock of FMR Corp., has the
sole power to vote or direct the voting of the 226,500 shares owned directly by
the Fidelity Funds (the "Funds"), which power resides with the Fund's Boards of
Trustees. Fidelity carries out the voting of the shares under written
guidelines established by the Fund's Boards of Trustees. Edward C. Johnson 3d,
FMR Corp., through its control of Fidelity, and the Funds each has sole power
to dispose of the 226,500 shares owned by the Funds.
The Company knows of no other person who beneficially owned five percent or
more of the Company's outstanding common stock as of the Record Date.
FIXING THE NUMBER OF DIRECTORS
The Company's bylaws provide for a Board of Directors of not less than five
nor more than twenty-five directors, the number to be set initially by the
incorporators and thereafter from time to time by the shareholders. The Board,
in accordance with the general authority to add directors as provided in the
Company's bylaws, may in any calendar year increase the number of directors by
no more than two and appoint qualified persons to fill any vacancies until the
next annual meeting of shareholders. At present, the number of directors is
seventeen. The Board recommends a vote FOR fixing the number of directors at
seventeen for the ensuing year.
ELECTION OF DIRECTORS
The Board has designated as nominees the seventeen individuals elected as a
director at the 1993 Annual Meeting of Shareholders and presently serving on
the Board. All nominees have indicated, in writing, both their willingness to
be nominated and to serve as directors, if elected. Subject to the removal
provisions in the Company's bylaws, each director will be elected to hold
office until the 1995 Annual Meeting of Shareholders and until a successor is
elected and qualified. Shareholders may instruct the Proxies to vote for all
nominees listed, to withhold authority to vote for all nominees listed or to
withhold authority to vote for any individual nominee(s) listed. The Board
recommends a vote FOR all nominees listed.
The Proxies will vote the shares of common stock represented thereby at the
Meeting to effect the election of all nominees. However, if at the Meeting, any
shareholder or group of shareholders requests cumulative voting in an attempt
to elect a director who is not a nominee of the Board, the Proxies will vote
the shares represented thereby at the Meeting to effect the election of as many
of the nominees proposed herein for director as in the judgment of the Proxies
may be elected under the provision of cumulative voting. Should any nominee(s)
become unavailable or unwilling to accept nomination and election, which is not
anticipated, it is intended that the Proxies will vote for the election of such
substitute nominee(s) as the Nominating Committee of the Board may suggest.
3
<PAGE>
INFORMATION ABOUT THE BOARD OF DIRECTORS OF THE COMPANY
The Board of Directors has the overall responsibility for the conduct of the
business of the Company. Of the present seventeen directors, fourteen are
outside directors and three are executive officers of the Company.
The following sets forth certain information concerning the nominees for
election as directors, including the name and age of each nominee, the
principal occupation of each nominee, and the year in which each nominee first
became a director of the Company. Terms of service as a director of the Company
are stated in a manner which includes service as a director with a predecessor
of the Bank of New Hampshire (the "Bank"), Bank of New Hampshire, National
Association and its predecessors. The following information is based upon
information furnished by directors and officers of the Company as of the Record
Date.
Robert L. Bailey, age 72, has been a director since 1985. He has been retired
for two years and for the three years prior thereto, he served as President and
Chief Executive Officer of Bank of New Hampshire, National Association. Mr.
Bailey also served as President and Chief Executive Officer of Strafford
National Bank.
Robert P. Bass, Jr., age 70, has been a director since 1960, except for an
eleven year period ending in 1981. He has been retired for two years and for
the three year period prior thereto he served as director and shareholder of
the law firm of Cleveland, Waters and Bass, P.A.. For the past two years he has
been of counsel to said firm, which firm is counsel to the Bank's Trust and
Investment Services Division and performs other legal services for the Bank. He
is also a director of Bird Incorporated.
Arthur E. Comolli, DMD, age 61, has been a director since 1981. His principal
occupation during the past five years is as a practitioner of general
dentistry.
Raymond G. Cote, age 64, has been a director since 1982. He has been retired
for three years, and, for the two years prior thereto, he was President of
Harvey Construction Co., Inc.
Sidney Thurber Cox, age 71, has been a director since 1979. Mr. Cox has been
retired for more than five years. He is an Underwriting Member at Lloyd's of
London.
Raymond J. Creteau, age 67, has been a director since 1981. He has been
retired for three years, and, for the two years prior thereto, was President
and General Manager of Riverside Millwork Co., Inc.
Robert B. Field, Jr., age 51, has been a director since 1981. His principal
occupation during the past five years is as a director and member of the law
firm of Sheehan, Phinney, Bass + Green, Professional Association, which serves
as general counsel to the Company and the Bank. Mr. Field is also Secretary of
the Company. He is an Underwriting Member at Lloyd's of London.
Morton E. Goulder, age 73, has been a director since 1981. His principal
occupation during the past five years is as President of M.E. Goulder
Enterprises, Inc. (personal investments and business consulting). Prior thereto
Mr. Goulder served as a Deputy Assistant Secretary of Defense. He is a Director
of Computer Devices, Inc.. He is an Underwriting Member at Lloyd's of London.
4
<PAGE>
Philip deG. Labombarde, age 73, has been a director since 1964. He has been
retired since 1984. Prior thereto he was Senior Vice President, The
International Paper Box Machine Company.
Floyd A. Lamb, age 73, has been a director since 1981. He has been retired
since 1981. Prior thereto he was Senior Vice President, John Hancock Mutual
Life Insurance Company and Chief Executive Officer, John Hancock Advisors, Inc.
Daniel R.W. Murdock, age 81, has been a director since 1962. He has been
retired since 1977. Prior thereto he was Executive Vice President of Bank of
New Hampshire, National Association.
Constance T. Prudden, age 73, has been a director since 1981. She has been
retired since 1988. Prior thereto she was Treasurer of Prudden and Son, Inc.
Joseph G. Sakey, age 68, has been a director since 1981. He has been retired
for one year, and for the four years prior thereto his principal occupation was
Director of Libraries and Communications, City of Cambridge, Massachusetts.
Paul R. Shea, age 61, has been a director since 1989. His principal
occupation for the past five years is as Executive Vice President and Senior
Vice President of the Company. Mr. Shea is also the President and Chief
Executive Officer of the Bank.
Davis P. Thurber, age 68, has been a director since 1949. His principal
occupation for the past five years is as Chairman of the Board of Directors and
President of the Company. Mr. Thurber is also Chairman of the Board of the
Bank. He is a director of Pennichuck Corporation and EnergyNorth, Inc.
George R. Walker, age 79, has been a director since 1961, except for a 2 year
period ending in 1981. His principal occupation for the past five years was as
Chairman of Concord Group Insurance Companies, from which position he retired
in 1991, and he is currently serving as Senior Vice President/Counsel to that
group.
Richard S. West, age 68, has been a director since 1981. His principal
occupation for the past three years is as Chairman of the Board of Parker &
West Management, Inc., American Syndicate Advisors, Inc., and West Capital
Corp. Prior thereto, he was President of such entities for a period of more
than two years. Mr. West is a registered investment advisor, and an
Underwriting Member at Lloyd's of London.
INFORMATION CONCERNING COMMITTEES OF THE BOARD OF DIRECTORS
The Board annually appoints four permanent Committees consisting of an
Executive Committee, an Examining (Audit) Committee, an Executive Compensation
Committee, and, a Nominating Committee. In addition to such Committees, the
Board created a Special Committee for Mergers and Acquisitions in 1983 and a
Special Committee for Dividend Policy in 1985. With the exception of Directors
Thurber, Field and Shea, no directors serving on such Committees are executive
officers.
The Executive Committee consists of Directors Thurber (Chairman), Field,
Labombarde, Murdock and Shea. The Committee is charged with exercising all of
the authority of the Board, as may be required, between meetings of the
directors except as limited by resolution of the Board, the bylaws, or general
corporate statutes. The Committee did not meet in 1993.
5
<PAGE>
The Examining (Audit) Committee consists of Directors Murdock (Chairman),
Comolli, Cote, Cox, Lamb and Walker. Its function is to review the scope of
internal auditing, to recommend selection of and to oversee the performance of
the Company's independent auditors, and to review reports received from or
filed with regulatory agencies. The Committee met on five occasions during
1993.
The Executive Compensation Committee consists of Directors West (Chairman),
Creteau, and Sakey. It performs a general oversight function in connection with
personnel matters including the review and recommendation of salaries for
senior personnel and other compensation matters as may, from time to time, be
requested by the Board. The Committee met on seven occasions during 1993.
The Nominating Committee consists of Directors Thurber, (Chairman, ex officio
with vote), Bass, Goulder and Prudden. The Committee is charged with the
responsibility of conducting continuing studies of the size and composition of
the Board, and, from time to time, identifying and recommending persons
suitable for service as a director. The Committee met on one occasion in 1993.
The Special Committee for Mergers and Acquisitions consists of Directors
Thurber (Chairman), Bailey, Field, Labombarde, Murdock and Shea. The Committee
is charged with the responsibility of evaluating and recommending the
engagement of financial advisors to the Company and evaluating and overseeing
the negotiation of merger opportunities as presented from time to time by
management. The Committee did not meet in 1993.
The Special Committee for Dividend Policy consists of Directors Thurber
(Chairman), Bailey, Goulder, Lamb and Prudden. The Committee is charged with
the responsibility of evaluating and making recommendations from time to time
to the Board as to an appropriate dividend policy for the Company. The
Committee met as a committee of the whole with the entire Board on three
occasions and on one occasion in independent session during 1993.
There were twelve regular meetings, including the Organizational meeting, of
the Board in 1993. All directors, except Director Walker who attended seventy-
one percent of his possible aggregate meetings, attended at least seventy-five
percent of the aggregate number of meetings of the Board and all Committees of
the Board on which they served.
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
Since 1981, the Executive Compensation Committee has been composed of
Directors West (Chairman), Creteau, and Sakey, three independent non-employee
directors. The Committee is not aware of any interlocks and/or any reportable
insider participation in compensation decisions during 1993.
COMPENSATION OF DIRECTORS
Directors receive an annual retainer of $5,000, plus $350 for attendance at
each Board meeting. However, annual retainers and meeting fees are not paid to
directors employed by the Company. Members of the Executive Committee and the
Examining (Audit) Committee receive an annual fee of $1,000, plus $100 per
meeting, and members of the remaining committees receive $200 per meeting.
Several directors also serve as directors of the Bank, and receive $100 per
meeting for such service. Director Cote, Chairman of both the Bank's Compliance
Committee and Investment Committee receives a fee of $2,000 per year, Director
Bass, Chairman of the Bank's Trust and Investment Services Committee receives a
fee of $3,000 per year and Director Lamb, Chairman of the Bank's Investment
Sub-Committee of
6
<PAGE>
the Trust and Investment Services Committee receives a fee of $1,000 per year.
Directors Bailey, Goulder and Lamb each receive a fee of $1,000 per year as
members of the Bank's Trust and Investment Services Committee. Director Creteau
receives a fee of $2,000 per year as a member of both the Bank's Investment
Committee and Compliance Committee. Bank committee members also receive
attendance fees ranging from $100 to $200 per meeting.
Director meeting fees have been frozen since 1990. Directors are accorded the
privilege of utilizing, on a space available basis, conference space in the
offices of the Bank. Management is unable to assign a value to such benefit.
Further, all directors are eligible to participate in several group insurance
programs maintained by the Company for the general benefit of all employees who
elect to participate in such programs. Such participation, when elected by a
director, is at the sole personal expense of each such director.
SECURITIES OF THE COMPANY OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
The following Table sets forth the number of shares and percentage of the
Company's common stock beneficially owned by each nominee for director and all
directors and executive officers of the Company as a group as of the Record
Date. Each beneficial owner listed has sole investment and voting power with
respect to the shares indicated unless otherwise noted.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF COMMON
NOMINEES OF COMMON STOCK STOCK OUTSTANDING(7)
-------- ---------------- --------------------
<S> <C> <C>
Robert L. Bailey......................... 17,074 *
Robert P. Bass, Jr.(1)................... 10,180 *
Arthur E. Comolli(2)..................... 4,530 *
Raymond G. Cote(2)....................... 6,800 *
Sidney Thurber Cox(3).................... 173,680 4.27%
Raymond J. Creteau(2).................... 17,380 *
Robert B. Field, Jr.(1).................. 12,850 *
Morton E. Goulder(1)..................... 72,752 1.79%
Philip deG. Labombarde(1)................ 7,140 *
Floyd A. Lamb............................ 400 *
Daniel R.W. Murdock...................... 12,084 *
Constance T. Prudden(1)(3)............... 100,037 2.46%
Joseph G. Sakey(1)....................... 5,565 *
Paul R. Shea(2)(4)....................... 4,130 *
Davis P. Thurber(1)(2)(3)(4)(6).......... 169,051 4.16%
George R. Walker......................... 5,500 *
Richard S. West(1)(2).................... 15,024 *
All directors and executive officers as a
group(4)(5)............................. 639,042 15.71%
</TABLE>
- --------
*Less than 1%
(1) Includes shares owned by a nominee's spouse, minor children, children or
family members living at home, shares to which investment advice is given, and
shares held or owned as a custodian for the benefit of minors, as to which each
beneficial owner disclaims any beneficial interests as follows:
Director Bass disclaims a beneficial interest in 2,500 shares owned by
his spouse; Director Field disclaims a beneficial interest in 2,550 shares
owned by family members (2,200) and the Robert B. Field Revocable Trust
(350); Director Goulder disclaims a beneficial interest in 45,990 shares
owned by
Notes continued on following page.
7
<PAGE>
(Notes continued from previous page)
Goulder Investments, Ltd. (33,240), Claire T. Goulder Revocable Trust
(7,206), and his sons (5,544); Director Labombarde disclaims a beneficial
interest in 3,440 shares owned by deGaspe Corporation (3,000) and by his
daughter (440); Director Prudden disclaims a beneficial interest in 4,068
shares owned by her spouse; Director Sakey disclaims a beneficial interest
in 1,168 shares owned by family members; Director Thurber disclaims a
beneficial interest in 4,000 shares owned by his spouse; and Director West
disclaims a beneficial interest in 9,900 shares owned by family members.
(2) On February 23, 1994, Directors Comolli, Cote, Creteau, Shea, Thurber and
West were elected to serve as directors of the Bank.
(3) Directors Thurber and Prudden are brother and sister, and first cousins
to Director Cox. Each are deemed to be a control person of the Company as such
term is defined under Rule 12b-2 of the Securities Exchange Act of 1934. Each
reserves the right to vote their shares in person at the Meeting and such proxy
will thereafter be voted individually with respect to all other matters along
with the shares of the George F. Thurber, Sr. and Muriel D. Thurber
testamentary trusts as such persons may have power to vote. See Note 6.
(4) Includes shares of restricted common stock granted, but not yet vested,
to Director Thurber (148), to Director Shea (71), to the other named executive
officers, Mr. Landroche (64), Ms. DeSouza (46), and Mr. Tarbox (85) and to
other officers (75), pursuant to the 1990 Incentive Stock Plan. See "Summary
Compensation Table."
(5) Includes 4,090 shares, including the restricted shares, beneficially
owned by the following named executive officers, Mr. Landroche (1,248), Mr.
Tarbox (2,170), and Ms DeSouza (672), representing less than one percent of
common stock outstanding and entitled to vote. See "Summary Compensation
Table."
(6) Includes an interest in 41,113 shares held by the Bank as Trustee under
testamentary trusts created under the wills of George F. Thurber, Sr. and
Muriel D. Thurber. Such shares will be voted at the Meeting by Director
Prudden, in accordance with the terms of the underlying instruments.
(7) Computed on the basis of 4,066,943 shares outstanding and entitled to
vote on the Record Date.
SECTION 16(A) COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
a registered class of the Company's equity securities ("Insiders"), to file
with the SEC initial reports of ownership, and reports of changes in ownership,
of common stock and other equity securities of the Company. Insiders are
required by SEC regulation to furnish the Company with copies of all such
reports they file.
The Company believes that during 1993, based solely on review of the copies
of such reports furnished to the Company and written representation that no
other report was required, all Section 16(a) filing requirements applicable to
its Insiders were met.
CERTAIN TRANSACTIONS
During 1993 certain directors and officers of the Company and the Bank, as
well as firms and companies with which they are associated, were customers of
the Bank and as such have had ordinary banking transactions, including loans
and loan commitments, with the Bank. Such loans and loan commitments were made
in the ordinary course of business and on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unrelated parties. In the opinion of management,
such loans and loan commitments do not involve more than the normal risk of
collectibility
8
<PAGE>
or present other unfavorable features. The Bank made loans within approved
regulatory limits to other officers and employees at interest rates which are
similar to interest rates charged on comparable loans to unrelated parties.
Director Field, Secretary of the Company, is a member of the law firm of
Sheehan, Phinney, Bass + Green, Professional Association, which firm serves as
general counsel to the Company and the Bank. Director Bass is of counsel to the
law firm of Cleveland, Waters & Bass, P.A., which firm is counsel to the Bank's
Trust and Investment Services Division and performs other legal services.
EXECUTIVE COMPENSATION
Executive Compensation Committee Report
The Executive Compensation Committee of the Board of Directors has furnished
the following report on executive compensation:
The Executive Compensation Committee was first formed in 1970 as a standing
committee of the Board of Directors of Bank of New Hampshire, National
Association, and it performs a general oversight function in connection with
executive officer compensation and personnel matters for both the Company and
the Bank, including the review and recommendation of salaries for senior
personnel, and, other compensation matters as may, from time to time, be
requested by the Board. Following review and approval by the Committee, all
issues pertaining to executive compensation are submitted to the Board for
approval. In calendar year 1993, the Committee met on seven occasions.
The Committee meets as frequently as required, but not less than once each
year, to review and consider the compensation and perquisite recommendations
made by management for all senior executive officers. The Committee, with the
assistance of outside consultants and the benefit of data obtained from
independent professional publications, has developed and refined incentive and
performance bonuses, and stock incentive plans or programs for all employees
including executive officers.
On July 25, 1990, and upon the unilateral recommendation of the Chairman of
the Board, the Committee endorsed, and the Board adopted, a general salary
freeze for all officers (vice presidents and above). On January 22, 1992, upon
the recommendation of the Committee, the Board continued to maintain such
salary freeze in effect, except in circumstances in which an executive(s)
assumed new, or substantially increased, responsibilities. The sole exception
has been an annual allocation of $25,000 to the Merit Performance Plan (the
"Merit Plan") which serves as a source of funds to be awarded to employees who
have made significant contributions to the performance of the Company and the
Bank, or who have made significant efforts in the performance of his or her
duties. All employees are eligible to participate, except for the Chairman. All
awards are made at the sole discretion of the Chairman, subject to funding of
the Merit Plan by the Board. The 1990 salary freeze has also been made
applicable to the meeting fees paid to directors.
Since 1981, the compensation philosophy generally followed by the Committee
has been to develop a program which will attract, motivate, and retain
executives demonstrating outstanding potential and/or ability. The
manifestation of this philosophy is a compensation program that sets
compensation base bands (ranges) for the various executive positions which are
believed to be competitive in the labor market within which the Company
competes for qualified personnel. Upon this compensation base band, has been
superimposed a two part incentive program, the 1988 Incentive Bonus Plan (the
"Bonus Plan"). The first component of the Bonus Plan is an individual
performance bonus triggered whenever an individual employee
9
<PAGE>
exceeds goals agreed to with supervising management; and second, a bonus
program based upon the Company's overall performance set against goals approved
by the Board at the beginning of each calendar year. All officers, with a vice
president or higher title are eligible to participate in the Bonus Plan. The
Committee's goal is to ensure that an appropriate linkage is maintained between
executive compensation, efficient operations, and the maintenance or
enhancement of shareholder value.
In addition to the Bonus Plan, the Committee recommended, following
consultation with independent advisors, and the Board adopted, the 1988 and
1990 Incentive Stock Plans (the "Stock Plan(s)") which were intended as an
incentive to retain employees during a tight labor market and to foster a sense
of ownership and direct participation of employees in the Company's performance
and market perception.
Further, on June 6, 1988, the Committee recommended and the Board agreed,
that it was in the best interest of the Company and its shareholders to
diminish the inevitable distractions of its senior executives often associated
with the personal uncertainties and risks created by pending or threatened
change of control of the Company, and to reinforce and encourage the continued
attention and dedication of such officers in the face of potentially disturbing
and disrupting uncertainties arising from the possibility of a change of
control. Change of control contracts were executed by and between the Company
and Davis P. Thurber, Chairman and President; Paul R. Shea, Executive Vice
President; and Gregory D. Landroche, Senior Vice President, Treasurer, and
Chief Financial Officer. See "Change of Control Agreements with Executives."
During 1993, the Committee continued in effect the 1992 executive
compensation program outlined below:
1. Executive Officers other than Chief Executive Officer. The executive
compensation program consisted of (i) base salary; (ii) the possibility of a
Merit Plan award; (iii) participation in the 1990 Stock Plan; and, (iv)
contribution by the Company to a Tax Deferred Savings & Investment Plan, a,
so-called, IRC 401(k) plan, (the "Savings & Investment Plan"); and (v) as to
Mr. Shea, a Deferred Compensation Agreement. The Bonus Plan was not funded
for 1993; and, except for individuals who were assigned new, or increased
responsibility, the salary freeze, first implemented on July 25, 1990
remained in effect.
2. Chief Executive Officer. The Chief Executive Officer compensation package
consisted of (i) base salary; (ii) a Deferred Compensation Agreement (iii)
the 1990 Stock Plan; and, (iv) contributions by the Company to the Savings &
Investment Plan. The Bonus Plan was not funded for 1993. The Chief Executive
Officer's base salary remained frozen at the July 25, 1990 level. In
recommending the compensation package for the Chief Executive Officer, the
Committee followed the same general philosophy as stated above for all
executive officers.
However, beginning in December 1992, and continuing during the first six
months of 1993, the Committee conducted a fact finding exercise and concluded
that a review of the salary freeze was appropriate. The Committee's actions
were taken after substantive consideration of the following factors:
1. The Company had reported profits for seven consecutive quarters.
2. The overall improvement noted in the Bank's most recently completed
Regulatory Report of Examination.
3. The market value of the Company's common stock had increased from a low in
1991 of $3.50 per share to a high of $19.75 per share in the second quarter
of 1993, an increase of approximately $55 million in aggregate shareholder
value.
4. The Company was the only independent New Hampshire bank holding company with
assets of approximately $1 billion or more to have survived the regional
economic recession without some form of outside assistance.
10
<PAGE>
Upon completion of the review, the Committee determined that it was in the
best interest of the shareholders of the Company to recognize the significant
efforts put forth and the results obtained by the senior executives during the
preceeding three years. Further, the Committee sought to ensure that the
compensation package provided by the Company remained competitive in the New
England banking market. Accordingly, the Committee recommended, and the Board
approved, on August 25, 1993, salary adjustments and discretionary bonus
payments for the Chief Executive Officer and each of the named executive
officers in the Summary Compensation Table presented on page 12 of this Proxy
Statement.
During the remainder of 1993, the Committee continued its comprehensive
review and assessed the advisability of reinstituting the Bonus Plan for 1994.
The Committee concluded that the Bonus Plan, as revised, would provide a
meaningful incentive for management to further improve overall Company
performance and, as a result, enhance shareholder value. Accordingly, in
January, 1994, the Committee recommended, and the Board approved reinstitution
of the Bonus Plan for 1994.
The Committee maintains its independence, but relies, in part on the advice
and counsel of independent advisors in connection with its compensation
analysis and recommendations. It enjoys the prerogative to (i) engage
independent legal, and/or compensation counsel of its choosing from time to
time, and at any time, and (ii) to engage such staff or administrative
assistance as may be deemed necessary to maintain and preserve an accurate
record of the proceedings and business of the Committee.
The Committee will continue to regularly monitor the Company's performance
and progress and refine the related executive compensation packages as
required. The Committee believes that a competitive base salary augmented with
a well defined and responsive employee incentive program contributes
significantly to the enhancement of shareholder value.
Submitted by:
Executive Compensation Committee
Richard S. West, Chairman
Raymond J. Creteau
Joseph G. Sakey
February 23, 1994
11
<PAGE>
EXECUTIVE COMPENSATION SUMMARY TABLE
The following Summary Compensation Table is included to provide the
shareholders with a concise, comprehensive review of compensation awarded,
earned or accrued, in the reporting period. The Table includes individual
compensation information for the (i) Chief Executive Officer, and (ii) the four
other most highly compensated executive officers, for services rendered in all
capacities for each year in the reporting period ending December 31, 1993.
Except for grants to all participants made pursuant to the 1990 Stock Plan, no
stock options or other rights to acquire shares of the Company have either been
awarded or are outstanding as to any executive officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------- ------------------- -----------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
OTHER
ANNUAL RESTRICTED ALL OTHER
COMPEN- STOCK LTIP COMPEN-
NAME AND PRINCIPAL (1) (1) SATION AWARDS/ OPTIONS/ PAYOUTS SATION
POSITION YEAR SALARY($) BONUS($) ($) ($)(2) SARS(#) ($) ($)(3)
------------------ ---- --------- -------- ------- ---------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Davis P. Thurber....... 1993 248,800 30,000 -- 2,220 -- -- 17,937
Chairman of the Board
and 1992 237,600 -- -- 3,227 -- -- 20,995
President 1991 237,600 -- -- 1,986 -- -- 21,119
Paul R. Shea........... 1993 177,500 25,000 -- 1,065 -- -- 11,949
Executive Vice
President of 1992 155,000 -- -- 1,511 -- -- 10,523
Company and President
and 1991 132,500 -- -- 930 -- -- 7,461
CEO of Bank
Gregory D. Landroche... 1993 125,000 15,000 -- 960 -- -- 4,030
Senior Vice President,
Chief 1992 110,000 -- -- 1,336 -- -- 3,748
Financial Officer and
Treasurer 1991 110,000 -- -- 822 -- -- 3,768
Allen G. Tarbox, Jr. .. 1993 97,500 5,000 -- 1,275 -- -- 5,503
Senior Vice President,
Data 1992 95,000 -- -- -- -- -- 5,365
Services 1991 95,000 -- -- -- -- -- 3,588
Alice L. DeSouza....... 1993 95,000 7,500 -- 690 -- -- 3,235
Senior Vice President, 1992 83,000 -- -- 1,151 -- -- 2,928
Administration and
Planning 1991 76,000 -- -- 708 -- -- 2,718
</TABLE>
Notes to Summary Compensation Table
(1) On July 25, 1990, the Board voted to freeze salaries for executives
holding the office of vice president and above until further notice. On January
23, 1991, such action was affirmed by the directors for calendar year 1991;
and, on January 22, 1992, the freeze on executive level compensation was
continued in effect for calendar year 1992, except for special circumstances in
which an executive assumes significantly new, or substantially increased,
responsibilities. On October 1, 1991, Mr. Shea, Executive Vice President of the
Company, was elected to the additional posts of Bank President and Chief
Executive Officer, and was awarded compensation at the frozen level, i.e.,
$155,000 per annum, previously awarded to his predecessor in office.
Notes continued on following page.
12
<PAGE>
(Notes continued from previous page)
Adjustments to Ms. DeSouza's salary in 1992 and 1991 recognized significantly
new and substantially increased responsibilities in both such years. The 1990
salary freeze on the compensation of Messrs. Thurber, Landroche and Tarbox
remained in place in 1992 and 1991. The rationale for the increases in salary
and the bonuses paid in 1993 to the above named executive officers is provided
in the Executive Compensation Committee Report on pages 9 through 11 of this
Proxy Statement.
(2) The Company maintains the 1990 Stock Plan whereby all full-time employees
receive shares of common stock which have an aggregate fair market value or
book value equal to a specified percentage of the employee's base salary
determined as of specified dates over specified periods.
Shares issued pursuant to the 1990 Stock Plan receive dividends and have
voting rights; however, certain restrictions apply which expire ratably over
one-year intervals after the grant date, through June 30, 1994.
As of December 31, 1993, Messrs. Thurber, Shea, Landroche and Tarbox and Ms.
DeSouza held restricted stock awards under the 1990 Stock Plan of 148, 71, 64,
85 and 46 shares, respectively, with the restrictions expiring on June 30,
1994. The aggregate fair market value of the restricted stock as of December
31, 1993 was $2,553, $1,225, $1,104, $1,466 and $794 for Messrs. Thurber, Shea,
Landroche and Tarbox and Ms. DeSouza, respectively.
(3) The Company maintains and contributes to the Savings & Investment Plan
and group term life insurance ("Life Insurance") for all of its regular full-
time employees. The Company's matching contribution made pursuant to the
Savings & Investment Plan and premiums paid for Life Insurance on behalf of the
named executive officers follows:
<TABLE>
<CAPTION>
SAVINGS &
INVESTMENT
PLAN LIFE INSURANCE
---------- --------------
<S> <C> <C> <C>
Davis P. Thurber................................. 1993 $4,707 $13,230
1992 4,489 16,506
1991 4,490 16,629
Paul R. Shea..................................... 1993 2,998 8,951
1992 2,798 7,725
1991 2,646 4,815
Gregory D. Landroche............................. 1993 2,273 1,757
1992 2,199 1,549
1991 2,198 1,570
Allen G. Tarbox, Jr.............................. 1993 1,948 3,555
1992 1,900 3,465
1991 -- 3,588
Alice L. DeSouza................................. 1993 1,896 1,339
1992 1,658 1,270
1991 1,520 1,198
</TABLE>
13
<PAGE>
STOCK PERFORMANCE GRAPH
The following line graph compares, for the last five years, the performance
of the Company's common stock to the NASDAQ Market Value Index and a Peer Group
Index, assuming $100 invested in the Company's common stock and in each index
and assuming reinvestment of dividends. The Peer Group Index is comprised of
ten New England bank holding companies with total assets ranging from $750
million to $1.5 billion. The graph indicates a Peer Group return on investment
of approximately 58% for 1993 versus 38% for the Company. During 1993, four of
the bank holding companies in the Peer Group entered into agreements to be
acquired and/or merge with larger New England bank holding companies. The
effect of these four agreements was to significantly increase the Peer Group
return for 1993. If these four bank holding companies were excluded from the
Peer Group, the 1993 Peer Group return would be 30% versus a return of 38% for
the Company.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG BANK OF NEW HAMPSHIRE CP, PEER GROUP AND BROAD MARKET.
<CAPTION>
Bank of
Measurement period New Peer Broad
(Fiscal year Covered) Hampshire Group Market
- --------------------- -------- -------- --------
<S> <C> <C> <C>
Measurement PT -
__/__/88 $ 100.00 $ 100.00 $ 100.00
FYE __/__/89 $ 75.93 $ 82.37 $ 112.89
FYE __/__/90 $ 27.88 $ 37.07 $ 91.57
FYE __/__/91 $ 27.88 $ 54.58 $ 117.56
FYE __/__/92 $ 69.71 $ 100.35 $ 118.71
FYE __/__/93 $ 96.67 $ 163.38 $ 142.40
</TABLE>
14
<PAGE>
PENSION PLAN
Effective April 1, 1989, The Retirement Plan for Employees of the Bank of New
Hampshire, National Association was renamed The Retirement Plan for the
Employees of Bank of New Hampshire Corporation and Affiliates (the "Plan")
pursuant to a recommendation made by the Retirement Committee and vote by the
Board on August 23, 1989, to consolidate the Retirement Plans of Bank of New
Hampshire, National Association, The Suncook Bank ("Suncook") and Strafford
National Bank ("Strafford") into one Plan sponsored by the Company.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AVERAGE ANNUAL ESTIMATED ANNUAL RETIREMENT
COMPENSATION BENEFIT WITH INDICATED YEARS OF
AT RETIREMENT CREDITED SERVICE AT RETIREMENT
- -------------- -----------------------------------------------
15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$100,000..................... $25,467 $33,956 $ 42,444 $ 50,933 $ 59,422
125,000..................... 32,217 42,956 53,694 64,433 75,172
150,000..................... 38,967 51,956 64,944 77,933 90,922
175,000..................... 45,717 60,956 76,194 91,433 106,672
200,000..................... 52,467 69,956 87,444 104,933 122,422(2)
225,000..................... 59,217 78,956 98,694 118,433(2) 138,172(2)
235,840(1).................. 62,143 82,858 103,572 124,287(2) 145,001(2)
</TABLE>
- --------
(1) The maximum tax deductible contribution amount for the Plan year ending
December 31, 1993, was $676,193.
(2) Capped at maximum benefit limitation of $115,641.
The Table above shows the estimated annual straight life retirement benefits
payable at retirement in 1993 for employees, by wage and years of service
classification. Projected benefit amounts are currently subject to a maximum
benefit limitation under the Internal Revenue Code (the "Code") and for 1993
this amount was $115,641. In addition, effective for 1993, the annual
compensation applied for benefit purposes is restricted to $235,840 and such
amount has been indexed each year commencing in 1990. The amounts shown are the
benefits expected to be paid and are in addition to any Social Security
benefits earned.
Each employee is entitled to participate in the Plan, effective retroactively
to January 1, 1989 for former Bank of New Hampshire, National Association
participants, and April 1, 1989 for Strafford and Suncook employees. Such Plan
is a defined benefit plan for which substantially all employees are eligible
after one year of service of 1,000 hours or more and attainment of age twenty-
one. The Plan provides for one hundred percent vesting after five years of
employment. Benefits are based upon (i) compensation which is defined as
amounts subject to the Code Form W-2 withholding plus deferrals less
extraordinary payments (e.g., payments made pursuant to change of control
agreements with executives), and (ii) the years of service. Retirement prior to
age sixty-five, normal retirement date, results in a proportionate reduction of
benefits whereas retirement after age sixty-five does not result in an increase
of pension benefits.
The normal retirement benefit of a participant is determined by multiplying
the base percentage of 1.35%, times the average of a participants three highest
years of compensation (final average compensation) plus .45%, the supplemental
percentage, times the final average compensation in excess of the covered
compensation times years of benefit service up to a maximum of thirty-five
years.
15
<PAGE>
The benefit to be paid to a participant at retirement, termination, or death,
shall not be less than the frozen accrued benefit determined on a straight line
basis under prior plan provisions as of December 31, 1988 for the Bank of New
Hampshire, National Association participants and as of March 31, 1989 for
participants of plans maintained previously by Suncook and Strafford.
During the year ending December 31, 1993, none of the executive officers of
the Company received any payments from the Plan. Credited years of service
through January 1, 1994, for each of the named executive officers of the
Company are as follows: Davis P. Thurber-38 years; Paul R. Shea-13 years;
Gregory D. Landroche-10 years; Allen G. Tarbox, Jr.-3 years; and Alice L.
DeSouza-12 years.
CHANGE OF CONTROL AGREEMENTS WITH EXECUTIVES
The Company, in 1988, entered into agreements (the "Agreements") with three
key executives, Davis P. Thurber, Paul R. Shea and Gregory D. Landroche, (the
"Executives"). The Agreements are intended to reinforce and encourage the
continued attention and dedication of the Executives in the face of potentially
disturbing and disrupting uncertainties arising from the possibility of a
change in control. A change of control is defined to include (i) shareholder
approval of a liquidation, dissolution, asset sale, or reorganization, etc.;
(ii) acquisition by an outsider of twenty percent or more of the outstanding
voting Common Stock of the Company; (iii) incumbent Board members cease to be a
majority of the Board; and (iv) the Board determines that an outside group not
presently identified by it exercises direct or indirect influence on, or
control of, management.
The Agreements are currently in effect and are subject to automatic annual
extensions of one year each unless notice of intent not to extend has been
given by the Company to the Executives or the actual retirement or employment
termination of the executive(s), not arising out of a change of control, has
occurred. In the event of a change of control, the Agreements provide that
there will be no adverse change in the executive's salary, bonus opportunity,
benefits, duties, indemnification and location of employment for a period of
three years after the change of control. If, during such period, the
executive's employment is terminated by his employer other than for cause or
disability, or by the executive for good reason (as defined in the Agreements),
the executive shall receive his accrued salary and vacation pay, pro rata
bonus, deferred compensation and a lump sum cash payment equal to the sum of
his highest base salary and recent bonus multiplied by a factor of three for
Mr. Thurber and two for Mr. Shea and Mr. Landroche. At the election of the
Executives, continuation of medical benefits and group term life insurance
coverage for not less than three years for Mr. Thurber and two years for Mr.
Shea and Mr. Landroche is also available. The Executives would be entitled to
all other amounts earned and an actuarial adjustment of eligible retirement
benefits.
16
<PAGE>
RE-ENGAGEMENT OF INDEPENDENT AUDITORS
The Board, upon recommendation of the Examining (Audit) Committee, re-engaged
the firm of Ernst & Young to serve as the independent auditors for the Company
for the year ending December 31, 1994. It is expected that representatives of
Ernst & Young will be at the Meeting to respond to appropriate questions and
will have the opportunity to make a statement if they so desire. The Board
recommends a vote FOR ratification of the re-engagement of Ernst & Young.
OTHER MATTERS
The Board is unaware of any other matters which may be presented for action
at the Meeting. Should any other matters come before the Meeting, the persons
named on the enclosed proxy will have discretionary authority to vote the
shares represented by such proxies in accordance with their best judgement.
PROPOSALS AND NOMINATIONS BY SHAREHOLDERS
Shareholder proposals, intended to be included in the Proxy Statement for the
1995 annual meeting, must be received by the Company no later than November 23,
1994.
The Company's bylaws provide that nominations for election to the Board may
be made by any shareholder of record entitled to vote at the annual meeting
subject to certain requirements. A shareholder who wishes to recommend an
individual for Board membership should direct the recommendation, in writing,
to any member of the Nominating Committee and notice of intent to make a
director nomination, must be received by the President of the Company not less
than ninety days in advance of the Company's annual meeting. As to the 1995
Annual Meeting of Shareholders, such notice shall be presumed to be timely if
it is received by the President, on, or before, January 25, 1995, and it is
prepared in accordance with the provisions of Section 2.2 of the bylaws. A copy
of this bylaw provision may be obtained by written request directed to the
President of the Company.
Davis P. Thurber
Chairman of the Board
Dated: March 24, 1994
17
