<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATMENT 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 Statment [ ] 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 (S)240.14a-11(c) or (S)240.14a-12
BANK OF NEW HAMPSHIRE CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rules
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 transacton:
(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>
[LOGO OF BANK OF NEW HAMPSHIRE APPEARS HERE]
BANK OF NEW HAMPSHIRE
CORPORATION
NOTICE OF
1995 ANNUAL MEETING
0F SHAREHOLDERS
AND
PROXY STATEMENT
<PAGE>
[LOGO OF BANK OF NEW HAMPSHIRE APPEARS HERE]
BANK OF NEW HAMPSHIRE CORPORATION
300 FRANKLIN STREET
MANCHESTER, NEW HAMPSHIRE 03105
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
BANK OF NEW HAMPSHIRE CORPORATION:
The 1995 Annual Meeting of Shareholders of Bank of New Hampshire
Corporation will be held on Wednesday, April 26, 1995, at 11:00 AM, 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 and until a successor is elected and qualified;
3. To ratify the re-engagement of Ernst & Young LLP as
independent auditors for the Company for the year ending
December 31, 1995; and
4. To transact such other business properly brought before
the meeting, including matters incident to the conduct of
the meeting.
Shareholders of record at the close of business on March 10, 1995
are entitiled 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.
RETURNING 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, 1995 Robert B. Field, Jr.
Secretary
<PAGE>
BANK OF NEW HAMPSHIRE CORPORATION
300 Franklin Street
Manchester, New Hampshire 03105
(603) 624-6600
PROXY STATEMENT
FOR THE
1995 ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited by the Board of Directors of Bank of
New Hampshire Corporation (the "Company") for use at the 1995 Annual
Meeting of Shareholders to be held on Wednesday, April 26, 1995, at 11:00
AM, local time, at the Manchester Country Club, South River Road,
Manchester, New Hampshire (the "Meeting"). This Proxy Statement and the
enclosed proxy cards are first mailed to shareholders on or about March
24, 1995. The Company's Board of Directors (the "Board") has fixed the
close of business on March 10, 1995, as the Record Date, for determining
the shareholders entitled to notice of, and to vote at, the Meeting. On
the Record Date 4,064,156 shares of the Company's common stock were
outstanding and entitled to vote. These shares are the only voting
securities of the Company.
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 LLP, as independent auditors for the Company for the year
ending December 31, 1995. 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 a quorum
does not exist, the Meeting will be adjourned.
<PAGE>
IN THE ELECTION OF DIRECTORS, 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 TOTAL NUMBER OF
NOMINEES MULTIPLIED BY THE NUMBER OF SHARES VOTED, OR TO DISTRIBUTE SUCH
VOTES ON THE SAME PRINCIPLE AMONG TWO OR MORE NOMINEES. ACCORDINGLY,
SHOULD CUMULATIVE VOTING BE REQUESTED BY ANY SHAREHOLDER AT THE MEETING,
EACH SHARE WILL BE ENTITLED TO SEVENTEEN VOTES ON A CUMULATIVE BASIS IN
VOTING FOR DIRECTORS.
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
Exchange Act of 1934 for the purpose of acting together to vote their
beneficially owned shares.
Shares of Percentage
Name and Address Common Stock Outstanding
Sidney Thurber Cox (1) 173,680 4.27%
241 Clinton Street
Watertown, New York 13601
Davis P. Thurber (1) 167,451 4.12
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) 40,380 .99
93 Summer Street
Boston, Massachusetts 02110
Steven A. Thurber (2) (3) 38,680 .95
39-A Manchester Street
Nashua, New Hampshire 03060
George Frederick Thurber (3) 47,020 1.16
227 Summit Avenue
Brookline, Massachusetts 02146
Matthew T. Thurber (3) 47,020 1.16
1 Carey Circle
Revere, Massachusetts 02151
Group Total 614,268 15.11%
(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 and 100 shares held as trustee for his minor child.
(3) Includes 2,200 shares held in the Shirley A. Thurber Trust.
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.
<PAGE>
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 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 directors at the 1994 Annual Meeting of Shareholders and pre-
sently 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 continue in office until the 1996 Annual Meeting of
Shareholders and until a successor is elected and qualified. Shareholders
may instruct the Proxies to vote for all nominees listed, withhold
authority to vote for all nominees listed or withhold authority to vote
for any individual nominee(s) listed. If any shareholder or group of
shareholders, at the Meeting, requests cumulative voting in an attempt to
elect a director who is not a nominee of the Board, the Proxies will vote
to elect as many of the nominees of the Board as in their judgement are
allowed under the provision of cumulative voting. Should any nominee(s)
become unavailable or unwilling to serve, the Proxies will vote to elect
substitute nominee(s) as recommended by the Board. The Board recommends a
vote FOR all nominees listed.
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, fifteen are outside directors and two are executive officers of
the Company.
The following sets forth certain biographical information concerning
the nominees for election as directors. Terms of service as a director of
the Company are stated in a manner which includes service as a director of
a predecessor of the Bank of New Hampshire (the "Bank"), Bank of New
Hampshire, National Association and its predecessors.
Robert L. Bailey, age 73, has been a director since 1985. He has been
retired for three years and 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 71, has been a director since 1960, except for an
eleven year period ending in 1981. He has been retired for three years
and prior thereto he served as director and shareholder of the law firm of
Cleveland, Waters and Bass, P.A. For the past three 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.
<PAGE>
Arthur E. Comolli, DMD, age 62, has been a director since 1981. He is a
practitioner of general dentistry. Director Comolli also serves as a
director of the Bank.
Raymond G. Cote, age 65, has been a director since 1982. He has been
retired for four years, and, prior thereto, was President of Harvey Con-
struction Co., Inc. Director Cote also serves as a director of the Bank.
Sidney Thurber Cox, age 72, has been a director since 1979. Mr. Cox has
been retired for more than five years.
Raymond J. Creteau, age 68, has been a director since 1981. He has been
retired for four years, and, prior thereto, was President and General
Manager of Riverside Millwork Co., Inc. Director Creteau also serves as a
director of the Bank.
Robert B. Field, Jr., age 52, has been a director since 1981. He is 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.
Morton E. Goulder, age 74, has been a director since 1981. He is
President of M.E. Goulder Enterprises, Inc. (personal investments and
business consulting). Mr. Goulder served as a Deputy Assistant Secretary
of Defense. He is a Director of Computer Devices, Inc.
Philip D. Labombarde, age 74, has been a director since 1964. He has been
retired for more than five years. Prior thereto he was Senior Vice
President, The International Paper Box Machine Company.
Floyd A. Lamb, age 74, has been a director since 1981. He has been
retired for more than five years. 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 82, has been a director since 1962. He has been
retired for more than five years. Prior thereto he was Executive Vice
President of Bank of New Hampshire, National Association.
Constance T. Prudden, age 74, has been a director since 1981. She has
been retired for more than five years. Prior thereto she was Treasurer of
Prudden and Son, Inc.
Joseph G. Sakey, age 69, has been a director since 1981. He has been
retired for two years, and prior thereto was Director of Libraries and
Communications, City of Cambridge, Massachusetts.
Paul R. Shea, age 62, has been a director since 1989. He is Senior
Executive Vice President of the Company. Mr. Shea is also President,
Chief Executive Officer, and a director of the Bank.
Davis P. Thurber, age 69, has been a director since 1949. He is Chairman
of the Board 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 80, has been a director since 1961, except for a two
year period ending in 1981. He was Chairman of Concord Group Insurance
Companies, from which position he retired in 1991.
<PAGE>
Richard S. West, age 69, has been a director since 1981. He is Chairman
of the Board of Parker & West Management, Inc., American Syndicate
Advisors, Inc., and West Capital Corp. Mr. West is a registered
investment advisor.
Information Concerning Committees of the Board of Directors
The Board annually appoints four permanent Committees; an Executive
Committee, an Examining (Audit) Committee, an Executive Compensation
Committee and a Nominating Committee. In addition, there is a Special
Committee for Mergers and Acquisitions and for Dividend Policy. With the
exception of Directors Thurber 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 exercises the
authority of the Board, as may be required, between Board meetings except
as limited by resolution of the Board, the bylaws, or general corporate
statutes. The Committee did not meet in 1994.
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 1994.
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. The Committee met on five occasions during 1994.
The Nominating Committee consists of Directors Thurber (Chairman, ex
officio with vote), Bass, Goulder and Prudden. The Committee conducts
studies of the size and composition of the Board and identifies and
recommends persons suitable for service as a director. The Committee met
on one occasion in 1994. See "PROPOSALS AND NOMINATIONS BY SHAREHOLDERS."
The Special Committee for Mergers and Acquisitions consists of
Directors Thurber (Chairman), Field, Labombarde, Murdock and Shea. The
Committee evaluates and recommends the engagement of financial advisors to
the Company and evaluates and oversees the negotiation of merger and
affiliation opportunities. The Committee did not meet in 1994.
The Special Committee for Dividend Policy consists of Directors
Thurber (Chairman), Bailey, Goulder, Lamb and Prudden. The Committee
evaluates and makes recommendations to the Board as to an appropriate
dividend policy for the Company. The Committee met on two occasions and,
as a committee of the whole with the Board on two occasions during 1994.
There were twelve regular meetings, including the Organizational
meeting, of the Board in 1994. All directors 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.
<PAGE>
Compensation Committee Interlock and Insider Participation
The Executive Compensation Committee is 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 1994.
Compensation of Directors
Non-employee directors receive an annual retainer of $6,000, plus
$400 for attendance at each Board meeting. Members of the Executive
Committee and the Examining (Audit) Committee receive an annual fee of
$1,200, plus $150 per meeting, and members of the other committees receive
$250 per meeting.
Several directors also serve as directors of the Bank, and receive
$150 per meeting. Bank directors serving on certain Bank committees
receive annual retainers ranging from $1,200 to $3,000. Bank committee
members also receive attendance fees ranging from $150 to $250 per
meeting. Most directors of the Company and the Bank also serve on one of
several Advisory Boards of the Bank and receive $250 per meeting.
Directors may use, on a space available basis, conference space in
the offices of the Bank. Management believes the value of such usage is
de minimus, although an exact value cannot be assigned 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 is at the personal expense of each director.
<PAGE>
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.
Shares of Percentage
Nominees Common Stock Outstanding(5)
Robert L. Bailey 17,074 *
Robert P. Bass, Jr.(1) 8,680 *
Arthur E. Comolli 4,530 *
Raymond G. Cote 7,800 *
Sidney Thurber Cox(2) 173,680 4.27%
Raymond J. Creteau 17,380 *
Robert B. Field, Jr.(1) 12,850 *
Morton E. Goulder(1) 62,752 1.54%
Philip D. Labombarde(1) 6,140 *
Floyd A. Lamb 400 *
Daniel R.W. Murdock 12,084 *
Constance T. Prudden(2) 100,037 2.46%
Joseph G. Sakey(1) 5,565 *
Paul R. Shea 4,130 *
Davis P. Thurber(1)(2)(4) 167,451 4.12%
George R. Walker 5,500 *
Richard S. West(1) 16,024 *
All directors and executive officers
as a group (3) 627,900 15.45%
* - 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 1,000 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 35,296
shares owned by Goulder Investments, Ltd. (33,240) and the Claire T.
Goulder Revocable Trust (2,056); Director Labombarde disclaims a
beneficial interest in 2,440 shares owned by deGaspe Corporation (2,000)
and by his daughter (440); Director Sakey disclaims a beneficial interest
in 1,168 shares owned by family members; Director Thurber disclaims a
beneficial interest in 5,000 shares owned by his spouse; and Director West
disclaims a beneficial interest in 10,900 shares owned by family members.
(2) Directors Thurber and Prudden are brother and sister, and first
cousins to Director Cox.
(3) Includes 4,690 shares beneficially owned by the following named
executive officers, Mr. Landroche (1,248), Mr. Tarbox (2,570), and Ms.
DeSouza (872), representing less than one percent of common stock
outstanding and entitled to vote. See "Summary Compensation Table".
(4) Includes an interest in 41,113 shares held by the Bank as
<PAGE>
Trustee under testamentary trusts created under the wills of George F.
Thurber, Sr. and Muriel D. Thurber, to be voted in person or by proxy at
the Meeting by Director Prudden.
(5) Computed on the basis of 4,064,156 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 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 1994, 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 except that one report was filed late
by Director Bass relating to one sale by his wife; one report was filed
late by Director Cote relating to one purchase; and one report was filed
late by Director Goulder relating to one purchase.
Certain Transactions
During 1994 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 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 for the Bank.
<PAGE>
EXECUTIVE COMPENSATION
Executive Compensation Committee Report
Oversight
The Executive Compensation Committee (the "ECC") 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 be requested by the Board. Following review and approval
by the ECC, all issues pertaining to executive compensation are submitted
to the Board for approval.
The ECC 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
ECC, with the assistance of outside counsultants and the benefit of data
obtained from independent professional publications, has developed and
refined base compensation ranges, as well as incentive and performance
plans.
Compensation Philosophy
The compensation philosophy generally followed by the ECC has been
to develop a program which will attract, motivate, and retain executives
demonstrating outstanding potential and/or ability and which will align
the interests of these executives with the interests of the Company's
shareholders.
Internal Revnue Code Limitation
The SEC has requested that this report address any policy the
Company may have adopted with respect to a recent change in the Internal
Revenue Code, i.e., limiting income tax deductions of public companies for
certain compensation in excess of $1 million paid to any of the executive
officers named in the proxy statement compensation tables. No officer of
the Company received compensation at that level in 1994.
1994 Executive Compensation
The Company has a program that sets base compensation ranges for its
various executive positions which are believed to be competitive in the
labor market within which the Company competes for qualified personnel.
The Company's geographic labor market is defined as the New England states
and New York, with the Company's ranges being compared to similar sized
commercial banks located in those market areas.
The compensation ranges are supplemented by a two-part incentive
program. Awards under the program are based primarily on the performance
of the Company, normally two thirds of the award, with the remainder based
on an evaluation of individual job performance. Determination of the
amount of the Company award for any year is made following the close of
the plan year, on the basis of the ECC's review of data comparing the
Company's performance with a previously established "target" return on
average assets ("ROAA"). For 1994, the Company's "target" ROAA of .90%
was achieved. The amount of the award determined by an evaluation of
individual performance, normally one third, is subjective and is based
upon the extent to which the ECC concludes individual performance goals
for the year were achieved.
<PAGE>
1994 CEO Compensation
In determining compensation for Mr. Thurber, the ECC utilized the
same programs, as noted above, for other executive officers.
Additionally, the ECC considered the record earnings for 1994, attainment
of the "target" ROAA, reduction in non-performing assets, strengthening of
the Company's middle-management organization, and satisfaction of
regulatory commitments undertaken in prior years.
Submitted by:
February 22, 1995 Executive Compensation Committee
Richard S. West, Chairman
Raymond J. Creteau
Joseph G. Sakey
<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, 1994. Except for grants to all participants made pursuant to
a 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.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
<S> <C> <C> <C> <C> <C>
Name Restricted
and Stock All Other
Principal Awards Compensation
Position Year Salary Bonus (1) (2)
Davis P. Thurber 1994 $261,705 $45,000 $3,885 $176,502
Chairman of the 1993 248,800 30,000 2,220 17,937
Board and 1992 237,600 - 3,227 20,995
President
Paul R. Shea 1994 204,698 37,500 1,864 102,275
Senior Executive 1993 177,500 25,000 1,065 11,949
Vice President 1992 155,000 - 1,511 10,523
Gregory D. Landroche 1994 147,980 22,500 1,680 26,765
Executive Vice 1993 125,000 15,000 960 4,030
President, Chief 1992 110,000 - 1,336 3,748
Financial Officer
and Treasurer
Allen G. Tarbox, Jr. 1994 100,000 10,000 2,231 7,176
Senior Vice 1993 97,500 5,000 1,275 5,503
President, Data 1992 95,000 - - 5,365
Services
Alice L. DeSouza 1994 100,000 13,000 1,208 3,409
Senior Vice 1993 95,000 7,500 690 3,235
President, Admini- 1992 83,000 - 1,151 2,928
stration and Planning
</TABLE>
See Notes to Summary Compensation Table
<PAGE>
Notes to Summary Compensation Table
(1) The Company had a Stock Plan whereby all full-time employees received
restricted shares which had 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 Stock
Plan receive dividends and have voting rights. All restrictions expired
on June 30, 1994. On July 1, 1994, Messrs. Thurber, Shea, Landroche and
Tarbox and Ms. DeSouza vested in Stock Plan awards of 148, 71, 64, 85
and 46 shares, respectively.
(2) The Company maintains and contributes to the Savings & Investment
Plan and group term life insurance ("Life Insurance") for its full-time
employees. The Company's matching contribution to the Savings and Investment
Plan and premiums paid for Life Insurance on behalf of the named executive
officers follows:
Savings &
Investment
Plan Life Insurance
Davis P. Thurber 1994 $ - $11,466
1993 4,707 13,230
1992 4,489 16,506
Paul R. Shea 1994 3,080 9,196
1993 2,998 8,951
1992 2,798 7,725
Gregory D. Landroche 1994 2,848 1,999
1993 2,273 1,757
1992 2,199 1,549
Allen G. Tarbox, Jr. 1994 2,000 5,176
1993 1,948 3,555
1992 1,900 3,465
Alice L. DeSouza 1994 2,000 1,409
1993 1,896 1,339
1992 1,658 1,270
The Company also maintains and contributes to a supplemental executive
retirement plan ("SERP"). During 1994, the Company made contributions
to the SERP on behalf of Messrs. Thurber, Shea and Landroche of $165,036,
$89,999 and $21,918, respectively.
<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.
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG BANK OF NEW HAMPSHIRE, PEER GROUP AND NASDAQ MARKET INDEX
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Fiscal Year Ending
1989 1990 1991 1992 1993 1994
Bank of New Hampshire Corp. 100 36.73 36.73 91.81 127.32 167.37
Peer Group 100 48.39 61.04 120.81 162.66 177.20
NASDAQ Market Index 100 81.12 104.14 105.16 126.14 132.44
</TABLE>
<PAGE>
PENSION PLAN
Executive officers of the Company participate in the Company's Retirement
Plan and, if designated by the Board, in the Company's SERP. The following
table shows the estimated annual lifetime retirement benefits payable from
both plans to the executive officers named in the Summary Compensation Table,
beginning at age 65 or actual retirement, if later.
<TABLE>
<CAPTION>
Pension Plan Table
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
<C> <C> <C> <C> <C> <C>
$100,000 $ 25,359 $ 33,812 $ 42,265 $ 50,718 $ 59,171
125,000 32,109 42,812 53,515 64,218 74,921
150,000 38,859 51,812 64,765 77,718 90,671
175,000 45,609 60,812 76,015 91,218 106,421
200,000 52,359 69,812 87,265 104,718 122,171
225,000 59,109 78,812 98,515 118,218 137,921
250,000 65,859 87,812 109,765 131,718 153,671
300,000 79,359 105,812 132,265 158,718 185,171
350,000 92,859 123,812 154,765 185,718 216,671
400,000 106,359 141,812 177,265 212,718 248,171
</TABLE>
The amounts in the table have been calculated under the Retirement Plan
and SERP benefit formulas using the years of service and average annual
compensation levels specified in the table without recognizing any offsets
for Social Security benefits or benefit limitations under the Internal
Revenue Code. Average annual compensation, i.e., the average amount included
in the Summary Compensation Table excluding the Savings and Investment Plan
matching contribution and the SERP contribution is determined using the
three consecutive years in the ten years preceding retirement, or earlier
termination of service, in which compensation is the highest.
During the year ending December 31, 1994, none of the executive
officers of the Company received any payments from the Plans. Credited years
of service through January 1, 1995, for each of the named executive officers
of the Company are as follows: Davis P. Thurber-39 years; Paul R. Shea-14
years; Gregory D. Landroche-11 years; Allen G. Tarbox, Jr.-4 years; and
Alice L. DeSouza-13 years.
CHANGE OF CONTROL AGREEMENTS WITH EXECUTIVES
The Company has entered into agreements with three key executives,
Davis P. Thurber, Paul R. Shea and Gregory D. Landroche. 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) acquisition by an outsider of twenty
percent or more of the outstanding voting common stock of the Company; (ii)
incumbent Board members cease to be a majority of the Board; (iii) the Board
determines that an outside group not presently identified by it exercises
direct or indirect influence on, or control of, management; and (iv)
shareholder approval of a liquidation, dissolution, asset sale, or
reorganization, etc.
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
<PAGE>
good reason, 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. At the election of the executives, continuation of medical
benefits and group term life insurance coverage for not less than three years
is also available. The executives would be entitled to all other
amounts earned and an actuarial adjustment of eligible retirement benefits.
RE-ENGAGEMENT OF INDEPENDENT AUDITORS
The Board, upon recommendation of the Examining (Audit) Committee,
re-engaged the firm of Ernst & Young LLP to serve as the independent auditors
for the Company for the year ending December 31, 1995. It is expected that
representatives of Ernst & Young LLP 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 LLP.
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 1996 annual meeting, must be received by the Company no later than
November 24, 1995.
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 1996 Annual Meeting of Shareholders, such notice shall be presumed
to be timely if it is received by the President, on, or before, January 23,
1996, 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.
Dated: March 24, 1995 Davis P. Thurber
Chairman of the Board
<PAGE>
1995 ANNUAL MEETING OF SHAREHOLDERS
BNHC LOGO HERE
BANK OF NEW HAMPSHIRE CORPORATION
300 Franklin Street, Manchester, New Hampshire 03101
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints DAVIS P. THURBER, DANIEL R.W. MURDOCK, and
ROBERT B. FIELD, JR., as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote as instructed,
all the shares of common stock of Bank of New Hampshire Corporation held of
record by the undersigned on March 10, 1995, at the 1995 Annual Meeting of
Shareholders to be held on Wednesday, April 26, 1995, at The Manchester
Country Club, South River Road, Manchester, New Hampshire, at 11:00 AM
local time, and at any adjournment, continuation or postponement thereof.
This proxy when properly executed will be voted as instructed herein by the
undersigned shareholder. In the absence of such instructions this proxy
will be voted FOR Item 1; FOR the nominees listed in Item 2, or as selected
by the Proxies in accordance with cumulative voting; and FOR Item 3; all as
are set forth on the reverse and all as are more particularly described in
the accompanying Proxy Statement.
(Continued and to be signed and dated on the reverse side)
-----------------------------------------------------------------------------
FOLD AND DETACH HERE
March 24, 1995
Dear Shareholder:
The 1995 Annual Meeting of Shareholders will be held on Wednesday, April 26,
1995 at 11:00 AM at the Manchester Country Club, Manchester, New Hampshire.
The enclosed notice of meeting and proxy statement describe the business to
be conducted at the meeting. Our Annual Report for 1994 accompanies the notice
of meeting and proxy statement.
Your vote is very important. Please promptly detach, complete and return the
proxy card (above) in the envelope provided.
We hope you will be able to attend the meeting and, we look forward to seeing
you.
Sincerely,
[SIGNATURE OF DPT APPEARS HERE]
Davis P. Thurber
Chairman of the Board and President
<PAGE>
To vote in accordance with the Board of Directors recommendation, just sign
the proxy. No boxes need be checked.
The Board of Directors recommends a vote "FOR" Items 1, 2 and 3.
The Board of Directors recommends a vote "FOR" Items 1, 2 and 3.
I plan to
attend the
meeting.
[ ]
1. Fix the number of directors at seventeen 2. Election of directors
For all
nominees Withhold Authority
listed, except to vote for all
For Against Abstain as noted nominees listed
[ ] [ ] [ ] [ ] [ ]
Nominees: Robert L. Bailey; Robert P. Bass, Jr.; Arthur E. Comolli; Raymond
G. Cote; Sidney Thurber Cox; Raymond J. Creteau; Robert B. Field, Jr.; Morton
E. Goulder; Philip D. Labombarde; Floyd A. Lamb; Daniel R.W. Murdock;
Constance T. Prudden; Joseph G. Sakey; Paul R. Shea; Davis P. Thurber; George
R. Walker; and Richard S. West.
Instruction: To withhold authority to vote for any individual nominee(s),
cross out the nominee's name above.
_____________________________________________________________________________
3. Ratification of the re-engagement of 4. In their discretion, the
Ernst & Young LLP as independent Proxies are authorized to
auditors for the Company. vote upon any other matters
which may properly come
before the Meeting, and at
any adjournment thereof.
For Against Abstain
[ ] [ ] [ ]
Please sign exactly as name appears on proxy. When shares are held by joint
tenants, both should sign, if possible. When signing as an attorney , executor,
administrator, trustee or guardian, please provide full title as such. If
a corporation, please sign in full corporate name by authorized corporate
officer. If a partnership, please sign in partnership name by authorized
person.
Dated__________________________________________, 1995
_______________________________________________
(Signature)
_______________________________________________
(Signature if held jointly)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOP.
