<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
FLORIDA PUBLIC UTILITIES COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Mildred K. Hall
Secretary
Florida Public Utilities Company
401 South Dixie Highway
West Palm Beach, Florida 33402
- --------------------------------------------------------------------------------
(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), or 14a-6(j)(1), or 14a-6(i)(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:(1):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
- ---------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF
FLORIDA PUBLIC UTILITIES COMPANY
401 SOUTH DIXIE HIGHWAY
WEST PALM BEACH, FLORIDA 33402
TO BE HELD APRIL 18, 1995
March 9, 1995
To the Common Stockholders of
FLORIDA PUBLIC UTILITIES COMPANY:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of the Stockholders of
Florida Public Utilities Company will be held at the office of the Corporation,
401 South Dixie Highway, West Palm Beach, Florida, on Tuesday, April 18, 1995,
at 11:00 A.M., Daylight Saving Time, for the following purposes:
1. To elect two Directors;
2. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Further information regarding the business to be transacted at the meeting
is given in the annexed Proxy Statement.
ONLY THE HOLDERS OF RECORD OF COMMON STOCK AT THE CLOSE OF BUSINESS ON
FEBRUARY 17, 1995 WILL BE ENTITLED TO VOTE AT THE MEETING OR ANY ADJOURNMENTS
THEREOF. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE RESPECTFULLY
REQUESTED TO READ THE ACCOMPANYING PROXY STATEMENT AND THEN DATE, SIGN AND
RETURN THE ENCLOSED PROXY.
By order of the Board of Directors,
MILDRED K. HALL
Secretary
<PAGE> 3
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OF
FLORIDA PUBLIC UTILITIES COMPANY
401 SOUTH DIXIE HIGHWAY
WEST PALM BEACH, FLORIDA 33402
TO BE HELD APRIL 18, 1995
---------------------
March 9, 1995
PROXY AND SOLICITATION
The accompanying proxy is solicited on behalf of the Board of Directors of
Florida Public Utilities Company (the "Corporation") for use at the Annual
Meeting of the Stockholders of the Corporation (the "Annual Meeting") to be held
on Tuesday, April 18, 1995, and at any and all adjournments thereof. A
Stockholder who gives a proxy retains the right to revoke it any time before it
is voted and such revocation is not limited or subject to compliance with any
formal procedure. A proxy when given and not so revoked will be voted. This
Proxy Statement and the accompanying proxy are being mailed to Stockholders
commencing on or about March 9, 1995.
The cost of soliciting proxies is to be borne by the Corporation. The
Corporation has retained McCormick & Pryor Ltd., 26 Broadway, Suite 1640, New
York, New York 10004 to assist in the solicitation of proxies at an estimated
cost of $4,500 plus reasonable out-of-pocket expenses. The Corporation will,
upon request, pay brokers and other persons holding stock in their names or in
the names of nominees their expenses for sending proxy material to principals
and obtaining their proxies. In addition to the solicitation of proxies by mail,
proxies may be solicited by personal interview, by telephone or by telegraph by
certain of the Corporation's employees without compensation therefor.
STOCK OUTSTANDING AND VOTING RIGHTS
On February 17, 1995, the Corporation had outstanding 1,445,259 shares of
Common Stock (exclusive of 32,400 shares held of record by its subsidiary,
Flo-Gas Corporation, and 89,460 shares held of record as treasury stock, none of
which are entitled to vote), being the only class of stock entitled to vote, the
holders thereof being entitled to one vote for each share held. Only
Stockholders of record at the close of business on February 17, 1995, the record
date, will be entitled to vote at the Annual Meeting or any adjournments
thereof. Assuming a quorum is present, the affirmative vote of the holders of a
majority of the votes present or represented at the Annual Meeting is required
for election of Directors. Therefore, any shares of Common Stock which are not
voted on this matter at the Annual Meeting, whether by abstention, broker
nonvote or otherwise, will have no effect on the election of Directors.
1
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following are known to the Corporation to be the beneficial owners of
more than five percent of the Corporation's voting securities at the record
date, February 17, 1995.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE
OF BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNERSHIP OWNERSHIP OF CLASS
- -------------- ------------------------------------------------- ------------------- --------
<S> <C> <C> <C> <C>
Common Essex & Company 156,777 Trusts(1) 10.8%
First Union Corporation
1200 First Union Plaza
Charlotte, North Carolina 28288
Common Robert L. Terry 85,500 Direct 5.9%
137 Kings Road
Palm Beach, Florida 33480
Common Atlee M. Kohl 101,100 Trusts(2) 7.0%
3007 Skyway Circle North
Irving, Texas 75038
Common Chesapeake Utilities Corporation 102,732 Direct 7.1%
861 Silverlake Boulevard
Cannon Building
Dover, Delaware 19901
</TABLE>
- ---------------
(1) Robert L. Terry, a Director of the Corporation, is Co-Trustee for trust
accounts established under the wills of his parents and shares voting and
dispositive powers for this stock.
(2) Atlee M. Kohl is deemed to be the beneficial owner and shares voting and
dispositive powers for 38,100 shares, 30,000 shares, 30,000 shares and 3,000
shares owned by Woodland Investment Company, Kohl Gift Trust, Woodland
Investment Trust and The Atlee Kohl Family Foundation, respectively.
NOMINEES AND CONTINUING DIRECTORS
Two Directors are to be elected for terms expiring at the Annual Meeting in
1998 or until their respective successors are duly elected and qualify. There
are no arrangements or understandings between any Director and any other person
pursuant to which the Director was elected.
The shares represented by the proxies which are executed and returned will
be voted at the Annual Meeting for the election, as Directors, of the nominees
named in the table set forth below unless authority to vote for the nominees is
expressly withheld.
Should any of the nominees become unavailable for any reason (which is not
anticipated), the proxies (except for those marked to the contrary) may be voted
for such other person or persons as may be selected by the Board of Directors of
the Corporation.
As of February 17, 1995, the nominees for Directors and Directors whose
terms of office as Directors will continue after the Annual Meeting beneficially
owned stock of the Corporation in the
2
<PAGE> 5
amounts set forth opposite their names (such ownership being as reported by
these individuals to the Corporation).
<TABLE>
<CAPTION>
SECURITIES OWNED
SHARES OF COMMON STOCK
NOMINEE OR IDENTITY OF GROUP, FIRST -------------------------
PRINCIPAL OCCUPATION FOR BECAME A BENEFICIAL PERCENT
LAST FIVE YEARS AGE DIRECTOR OWNERSHIP OF CLASS
- ----------------------------------------------- --- -------- ---------- ------------
<S> <C> <C> <C> <C>
TO BE ELECTED FOR TERMS ENDING IN 1998
Constant A. Benoit, Jr. (1)(2)(3) 71 1983 100 Less than 1%
Executive Vice President of Data
Tech, Ltd. of Palm Beach, FL
since June 1993; President of
Florida Diesel Truck and Marine
Services, Inc. of Riviera Beach, FL
May 1992 to April 1993;
Self-employed as Investor prior
to that
Franklin C. Cressman(4)(5) 61 1981 8,592 Less than 1%
President and Chief Executive Officer
of the Corporation
TO CONTINUE IN OFFICE UNTIL 1997
Daniel Downey(1)(2)(4)(6) 72 1974 100 Less than 1%
Partner in the Palm Beach,
Florida Law Firm of Downey
& Downey, P.A.
John T. English 51 1994 2,569 Less than 1%
Senior Vice President of the
Corporation since January 1993;
Vice President March 1991
to December 1992;
Fernandina Beach Division
Manager prior to that
Robert L. Terry(3)(4)(7)(8) 75 1952 85,500 5.9%
Chairman of the Executive
Committee of the Corporation
TO CONTINUE IN OFFICE UNTIL 1996
E. James Carr, Jr.(1)(2) 68 1990 100 Less than 1%
Retired Business Executive since
December 1991; Director
of Industrial Services for
Goodwill Industries, Inc.
West Palm Beach, FL prior to that
Gordon O. Jerauld 73 1969 9,432 Less than 1%
Retired Utility Executive
since September 1991;
Senior Vice President of
the Corporation prior to that
</TABLE>
In addition to the directors named above, the following executive officers
of the Corporation individually and beneficially owned the shares of Common
Stock as set forth opposite their respective names.
3
<PAGE> 6
<TABLE>
<CAPTION>
SHARES
NAME TITLE BENEFICIALLY OWNED
- ------------------------- ------------------------------ ------------------
<S> <C> <C>
Charles L. Stein Vice President 747
Darryl L. Troy Vice President 1,859
Jack R. Brown Treasurer 1,579
Mildred K. Hall Secretary 4,021
</TABLE>
All directors and executive officers as a group (11 individuals)
beneficially owned 114,599 shares (7.9%) of Common Stock of the Corporation.
NOTES:
(1) Member of Audit Committee; Daniel Downey, Chairman.
(2) Member of Compensation Committee; E. James Carr, Jr., Chairman.
(3) Constant A. Benoit, Jr. is the son-in-law of Robert L. Terry.
(4) Member of Executive Committee; Robert L. Terry, Chairman.
(5) In addition, Franklin C. Cressman's wife owns 1,007 shares of Common Stock
as to which Mr. Cressman disclaims any beneficial ownership; and Mr.
Cressman owns 88 shares of 4 3/4% Preferred Stock.
(6) Daniel Downey's wife owns 2,669 shares of Common Stock as to which Mr.
Downey disclaims any beneficial ownership.
(7) In addition, Robert L. Terry's wife owns 2,730 shares of Common Stock and
205 shares of 4 3/4% Preferred Stock as to which Mr. Terry disclaims any
beneficial ownership.
(8) Robert L. Terry may be considered a control person.
All of the above are also Directors of Flo-Gas Corporation, a wholly-owned
subsidiary, of which Mr. Cressman is the President and Chief Executive Officer.
Under the securities laws of the United States, the Corporation's
directors, executive officers and any persons holding more than ten percent of
the Corporation's Common Stock are required to report their initial ownership of
the Corporation's Common Stock and any subsequent changes in that ownership to
the Securities and Exchange Commission and the American Stock Exchange. All of
these filing requirements were satisfied in 1994. In making this disclosure, the
Corporation has relied solely on written representations of its directors and
executive officers (there are no ten percent holders) and copies of the reports
that they have filed with the Commission.
BOARD OF DIRECTORS AND COMMITTEES
During the year 1994 the Directors held four meetings. All of the Directors
attended at least 75% of the meetings of the Board of Directors and the
committees on which they served.
Each Director who is not also an officer or employee of the Corporation
receives an annual retainer in the form of 100 shares of the Corporation's
Common Stock and is paid $400 in cash for attendance at each meeting of the
Board of Directors and an annual fee of $300 in cash for each Board-constituted
Committee on which he serves, plus any reasonable expenses. Directors who are
employees of the Corporation receive no compensation for attending Board
meetings or serving on committees.
Members of the Board of Directors are elected to various committees. The
present committees of the Board and their respective chairmen are: Executive
Committee, Robert L. Terry; Audit
4
<PAGE> 7
Committee, Daniel Downey; and Compensation Committee, E. James Carr, Jr. The
Corporation does not have a Nominating Committee. During 1994, the Audit
Committee and the Compensation Committee each met one time. The Executive
Committee held no meetings in 1994.
The functions of the Audit Committee are to: (1) recommend the selection,
retention and termination of the Corporation's external auditors; (2) approve in
advance the types of professional services for which the Corporation would
retain the external auditors and consider whether any such service would impair
the independence of the external auditors; (3) review the overall scope of the
audit with external auditors, the financial statements and external audit
results and recommendations of the independent audit with management; and (4)
provide whatever additional function it deems necessary in connection with the
internal accounting and reporting practices of the Corporation.
The functions of the Compensation Committee are to: (1) develop and define
a Corporate Executive Compensation Policy; (2) review and recommend to the Board
of Directors adjustments to the salaries of elected officers of the Corporation;
and (3) perform such related duties as may be requested by the Board.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid by the Corporation to
Franklin C. Cressman, President and Chief Executive Officer, during the three
calendar years ended December 31, 1994. Except for Mr. Cressman, no executive
officer of the Corporation had annual compensation of more than $100,000 during
the three calendar years ended December 31, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------------- -----------------------------------------
OTHER RESTRICTED OPTIONS/
NAME AND FISCAL ANNUAL STOCK SARS
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARD(S)($) (#)
- ------------------------- ------ --------- -------- --------------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Franklin C. Cressman 1994 139,548 -- -- NA NA
President and Chief 1993 129,279 -- -- NA NA
Executive Officer 1992 124,980 -- -- NA NA
<CAPTION>
LONG-TERM COMPENSATION
----------------------
PAYOUT
-----------
LONG-TERM
INCENTIVE ALL
NAME AND PLAN OTHER
PRINCIPAL POSITION PAYOUTS($) COMPENSATION($)
- ------------------------- ---------- ---------------
<S> <C> <C> <C>
Franklin C. Cressman NA --
President and Chief NA --
Executive Officer NA --
</TABLE>
The Corporation has no stock option plans, has awarded no stock
appreciation rights, and has no bonus or long-term incentive plans.
EMPLOYMENT AND SEVERANCE AGREEMENTS
In February 1986 the Corporation entered into an employment agreement with
Franklin C. Cressman which terminates on April 1, 1995. The agreement specifies
the terms of employment, including a minimum annual salary. Employment shall be
at will; but, if employment is terminated without cause, Mr. Cressman shall
receive monthly severance benefits equal to his normal retirement monthly
benefit payable at age 65. In addition, the Corporation shall provide him with
the same medical and life insurance benefits provided by the Corporation's
employee insurance benefits program, which benefits shall continue from the date
of termination until he attains age 65.
5
<PAGE> 8
In December 1991 the Corporation entered into an employment agreement with
John T. English which terminates on June 1, 1996. The agreement specifies the
terms of employment, including a minimum annual salary. Employment shall be at
will; but, if employment is terminated (1) without cause, Mr. English shall
receive severance benefits equal to his then current annual salary payable in
twenty-four semi-monthly payments, or (2) upon change of control (as defined in
such employment agreement), he shall receive a lump sum payment equal to three
times his pre-change of control annual base salary. In addition, the Corporation
shall provide him, his spouse and his children with the same medical and life
insurance benefits provided by the Corporation's employee benefits program,
which benefits shall continue from the date of termination for one year in the
event of termination without cause or for two years in the event of termination
upon change of control.
COMPENSATION COMMITTEE REPORT
The Corporation's executive compensation philosophy is to establish and
maintain appropriate executive compensation levels comparable to the
compensation practices of other regulated utilities of similar size based on
annual revenues and number of employees. The philosophy is essentially to
maintain compensation near the average for the comparable survey group. The
Compensation Committee establishes and administers the Corporation's executive
compensation program to achieve objectives which support the long-term success
of the Corporation. These objectives include the ability to attract and retain
high caliber executives, to motivate and reward executive and corporate
performance and to align the interests of executives with those of the
Corporation's Stockholders. Executive compensation has been, and will continue
to be, tax deductible.
The Compensation Committee is comprised of members appointed by the Board
of Directors. All members of the Compensation Committee are independent
Directors who are not, and have not been, employees of the Corporation. The
Compensation Committee periodically directs an independent consulting firm to
perform a study of executive compensation levels in order to establish salary
grade ranges. The study is based on comparable positions in companies from the
small electric, gas and combination utility sector selected by the consultant.
The comparable company group is not used as an index for the corporate
performance graph included as a part of this proxy statement.
Annually the Chief Executive Officer informs the Committee as to management
proposals for remuneration of the Corporation's executive officers other than
that of the Chief Executive Officer. Factors considered by the Chief Executive
Officer are typically subjective and include his perception of the individual's
performance, decision-making responsibility, experience and leadership skills.
Performance is considered the single most important factor and half of the
weight is placed in this area. The remaining factors are weighted equally in the
total measurement. The recommendations of the Compensation Committee are
reviewed for approval.
The Compensation Committee reviews the Chief Executive Officer's annual
recommendations on executive compensation, compares them to the established
salary ranges, makes adjustments, if any, and recommends the adjusted
compensation levels to the Board of Directors for approval. The recommendations
of the Committee are reviewed and approved by the full Board, except that the
Chief Executive Officer and other Directors who are also officers or employees
of the Corporation do not attend that portion of the Board meeting at which
their compensation is discussed nor do they participate in the review or vote on
the approval of their compensation.
6
<PAGE> 9
As indicated in the discussion above, the Corporation's executive
compensation program is based on competitive comparative salary ranges which are
adjusted annually upon review by the Compensation Committee. Based on the
results of an independent executive compensation study performed for the
Committee in November 1993 and the Consumer Price Index inflation trend,
executive officers, except the Chief Executive Officer, were granted increases
in 1994 annual salaries ranging from 5.9% to 7.7%. The Chief Executive Officer,
Franklin C. Cressman, was granted a 1994 salary increase of 8.5%.
The Corporation's executive compensation program contains no incentive
components such as annual bonuses, options/SAR grants, excess pension awards, or
long-term incentive programs. All executives are covered by the Corporation's
non-participating defined benefit pension program, as set forth in another
section of this proxy statement, and are eligible to participate in the
Corporation's employee stock purchase plan according to the terms and conditions
available to all employees.
Names of Compensation Committee members: E. James Carr, Jr. (Chairman),
Daniel Downey and Constant A. Benoit, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the most recent fiscal year, no member of the Compensation Committee
was, or formerly was, an officer or employee of the Corporation or its
subsidiary or, except for Daniel Downey, had any relationship requiring
disclosure under Item 404 of Regulation S-K of the Securities and Exchange
Commission. Mr. Downey is a partner in the Palm Beach, Florida, law firm of
Downey & Downey, P.A., which firm renders various legal services to the
Corporation in the ordinary course of its business. In addition, no executive
officer or Director serves on the Board of Directors or Compensation Committee
of another company where an executive officer or director of the other company
also serves on the Board of Directors or Compensation Committee of the
Corporation.
7
<PAGE> 10
CORPORATE PERFORMANCE GRAPH
The following graph compares total shareholder returns over the last five
calendar years to the Standard & Poor's 500 Stock Index (S&P 500) and Standard &
Poor's Utilities Index (S&P Utilities). Total return values for the S&P 500, S&P
Utilities and Florida Public Utilities Company (FPU) were calculated based on
cumulative total return values assuming reinvestment of dividends. The
shareholder return shown on the graph below is not necessarily indicative of
future performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL SHAREHOLDERS RETURN
Among Florida Public Utilities Company, S&P 500 and S&P Utilities
<TABLE>
<CAPTION>
Florida Pub-
Measurement Period lic Utilities S&P 500 Stock S&P Utilities
(Fiscal Year Covered) Company Index Index
<S> <C> <C> <C>
1989 100 100 100
1990 71.00 97.00 97.00
1991 91.00 126.00 112.00
1992 99.00 136.00 121.00
1993 99.00 149.00 138.00
1994 91.00 152.00 127.00
</TABLE>
EMPLOYEE STOCK PURCHASE PLAN
This plan was approved by the Stockholders on April 19, 1966. It provides
that eligible employees of the Corporation who are participants in the Plan may
save regularly by payroll deductions and twice each year use these savings to
purchase Common Stock of the Corporation at a price of 90% of the closing price
on the American Stock Exchange on the date such option is granted, or on the
last preceding day such quotation is available. The maximum allowable amount of
8
<PAGE> 11
payroll deduction is 15% of the employee's regular pay. In respect of the year
1994, cash credits for purchases under the Plan amounted to $325 for Franklin C.
Cressman. Future cash credits will be based on the number of shares purchased,
option price, fair market value and whether the plan continues in effect.
RETIREMENT PLAN
The Corporation maintains a defined benefit Pension Plan for substantially
all employees. Plan benefits are based on an employee's years of credited
service and average Plan compensation during his highest five consecutive years
in his last ten years of service. The following table shows estimated annual
benefits payable upon normal retirement to persons in specified remuneration and
year-of-service classifications.
<TABLE>
<CAPTION>
AVERAGE FINAL
COMPENSATION
DURING THE ESTIMATED ANNUAL RETIREMENT BENEFIT
MEMBER'S HIGHEST AT AGE 65 OF A NEW PLAN MEMBER FOR
5 OF THE LAST REPRESENTATIVE YEARS OF SERVICE
10 YEARS OF -------------------------------------------------------------
CREDITED SERVICE 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ---------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 20,000 $ 3,000 $ 4,000 $ 5,000 $ 6,000 $ 7,000
40,000 6,000 8,000 10,000 12,000 14,000
60,000 9,900 12,600 15,100 18,000 21,000
80,000 14,800 19,200 23,300 27,700 32,300
100,000 19,800 25,800 31,600 37,600 43,800
120,000 24,700 32,400 39,800 47,500 55,400
140,000 29,700 39,000 48,100 57,400 66,900
160,000 34,600 45,600 56,300 67,300 78,500
180,000 39,600 52,200 64,600 77,200 90,000
</TABLE>
Compensation under the Plan is the regular salary paid to an employee for
service rendered to the Corporation, including commissions but excluding any
bonuses and pay for overtime or special pay. Mr. Cressman has completed 33 years
of credited service in the Plan.
The benefits shown in the above table are straight-life annuity amounts.
They are not subject to any deduction for Social Security or other offset
amounts. The benefit formula is dependent in part on each employee's Social
Security Covered Compensation which varies by year of birth and is an average of
Social Security taxable wage bases.
STOCKHOLDER PROPOSALS
Stockholder proposals intended for inclusion in the 1996 Proxy and Proxy
Statement must be received by the Secretary of the Corporation, 401 South Dixie
Highway, West Palm Beach, Florida 33402, not later than November 15, 1995.
9
<PAGE> 12
ANNUAL REPORT
The financial statements and auditors' opinion are contained in the
Corporation's Annual Report for the year ended December 31, 1994, which has been
mailed to all Stockholders of the Corporation.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche, independent public accountants, has been
appointed by the Board of Directors each year for many years to examine the
accounts of the Corporation. Representatives of Deloitte & Touche are expected
to be present at the Annual Meeting and will have the opportunity to make a
statement if they so desire and to respond to appropriate questions.
DISCRETIONARY AUTHORITY
The Corporation has no knowledge of any business to be brought before the
Annual Meeting other than that which is specified in the notice of such meeting
or may arise in connection with or for the purpose of effecting the same. Should
any other business properly come before the meeting, it is intended that proxies
will be voted in respect thereof in accordance with the judgment of the person
or persons voting the proxies.
10
<PAGE> 13
APPENDIX A
FLORIDA PUBLIC UTILITIES COMPANY
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 18, 1995
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert L. Terry and Franklin C.
Cressman, or any one of them with power of substitution in each, proxies to
vote all Common Stock of FLORIDA PUBLIC UTILITIES COMPANY which the undersigned
may be entitled to vote at the Annual Meeting of Stockholders of said
Coorporation to be held on Tuesday, April 18, 1995, and all adjournments
thereof, as designated below.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DESCRIBED ON THE
REVERSE HEREOF BY THE STOCKHOLDER. IF NOT OTHERWISE DIRECTED, THIS PROXY WILL
BE VOTED FOR THE ELECTION AS DIRECTORS OF ALL NOMINEES NOMINATED IN ITEM 1.
(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE.)
FLORIDA PUBLIC UTILITIES COMPANY
P.O. BOX 11172
NEW YORK, NY 10203-9172
<PAGE> 14
<TABLE>
<S> <C>
1. To elect two Directors 2. To transact such other business as may
properly come before the meeting or any
For / / Withheld / / Exceptions* / / adjournment or adjournments thereof.
NOMINEES: CONSTANT A. BENOIT, JR. and FRANKLIN C. CRESSMAN
*Exceptions
------------------------------------------------
INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space
provided.
/ /
Change of Address or
Comments Mark here
PLEASE SIGN EXACTLY AS NAME OR NAMES APPEAR ON THIS PROXY. IF
STOCK IS HELD JOINTLY, EACH HOLDER SHOULD SIGN. IF SIGNING
AS ATTORNEY, TRUSTEE, EXECUTOR, ADMINISTRATOR, CUSTODIAN,
GUARDIAN, OR CORPORATE OFFICER, PLEASE GIVE FULL TITLE.
DATE 19
--------------------------------------------------- ------
SIGNED
---------------------------------------------------------
----------------------------------------------------------------
VOTES MUST BE INDICATED
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE (X) IN BLACK OR BLUE INK. / /
ENCLOSED ENVELOPE.
</TABLE>
