MAINE PUBLIC SERVICE COMPANY
209 STATE STREET, PO BOX 1209
PRESQUE ISLE, MAINE 04769-1209
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 1995
April 3, 1995
To the Common Stockholders of
MAINE PUBLIC SERVICE COMPANY
Notice is hereby given that the Annual Meeting of the Stockholders of
Maine Public Service Company will be held at the principal office of the
Company, 209 State Street, Presque Isle, Maine, on Tuesday, May 9, 1995, at
10:00 a.m. (Eastern Daylight Time), for the following purposes:
1. Electing four members of the Board of Directors to serve until the
Annual Meeting of the Stockholders in 1998, or until their successors
are elected and qualified.
2. Acting upon any and all other matters in connection with or for the
purpose of effecting the foregoing, or as otherwise may properly come
before the Meeting or any and all adjournments thereof.
Further information regarding voting rights and the business to be
transacted at the Meeting is given in the annexed Proxy Statement.
Only Common Stockholders of record on the stock transfer books of the
Company at the close of business on March 31, 1995 will be entitled to vote
at the Meeting. Stockholders who are unable to attend the Meeting in person
and wish to have their stock voted are requested to sign, date and return
promptly the accompanying Proxy.
Your continued interest as a stockholder in the affairs of your
Company, its growth and development is genuinely appreciated by the officers
and personnel who serve you.
By Order of the Board of Directors,
STEPHEN A. JOHNSON
Clerk
(Page 1)
PROXY STATEMENT
MAINE PUBLIC SERVICE COMPANY
209 STATE STREET, PO BOX 1209
PRESQUE ISLE, MAINE 04769-1209
ANNUAL MEETING OF STOCKHOLDERS, MAY 9, 1995
April 3, 1995
PROXY AND SOLICITATION
The accompanying Proxy is solicited on behalf of the Board of
Directors of Maine Public Service Company (the "Company") for use at the
Annual Meeting of the Stockholders to be held at the principal office of the
Company, 209 State Street, Presque Isle, Maine, on Tuesday, May 9, 1995, at
10:00 a.m. (Eastern Daylight Time), and at any and all adjournments thereof,
for the purposes set forth in the Notice of said meeting annexed hereto and
incorporated herein by this reference. This Proxy Statement and accompanying
Proxy has been sent to all stockholders entitled to vote at the Annual
Meeting on or about April 3, 1995.
The cost of soliciting proxies is to be borne by the Company. The
Company has retained McCormick & Pryor, Ltd., 26 Broadway, Suite 1640, New
York, NY 10004 to assist in the solicitation of proxies at an estimated cost
of $3,250 plus reasonable out-of-pocket expenses. The Company 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 use of the mails, proxies may
be solicited by personal interview, by telephone or by telegraph by certain
of the Company's employees without compensation therefor.
Stockholders who execute proxies retain the right to revoke them
at any time before they are voted by submitting a written statement to the
Clerk of the Company, by submitting a duly executed Proxy bearing a later
date or by appearing in person at the meeting. A Proxy in the accompanying
form when it is returned properly executed will be voted at the meeting.
COMMON STOCK OUTSTANDING AND VOTING RIGHTS
On March 31, 1995 (the "record date"), the Company had outstanding
1,617,250 shares of Common Stock (exclusive of 250,000 shares of Treasury
Stock which is not entitled to vote). The Common Stock (holders of which are
herein occasionally referred to as the "Stockholders") is the only class of
stock entitled to vote at this meeting and all the holders thereof are
entitled to one vote for each share held on all matters, except that in the
election of Directors, each Common Stockholder upon proper notice is entitled
to cumulative voting (each Common Stockholder being entitled to as many votes
as shall equal the number of shares held on the record date multiplied by the
number of Directors to be elected, and each Stockholder may cast all of such
votes for a single Director or distribute them among the total number of
Directors to be elected or among any number of such Directors as such
Stockholder may see fit). Only Common Stockholders of record on the stock
transfer books of the Company at the close of business on the record date
will be entitled to vote at the meeting.
(Page 2)
<TABLE>
As of December 31, 1994, the following companies each beneficially
owned 5% or more of the Company's Common Stock:
<CAPTION>
Number of Shares
Name and Address of of Common Stock
Beneficial Owner Beneficially Owned Percent of Class
<S> <C> <C>
Dimensional Fund Advisors, Inc. 105,100 6.5%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
J. P. Morgan & Co., Inc. 247,700 15.3%
60 Wall Street
New York, N.Y. 10260
</TABLE>
<TABLE>
As of March 1, 1995, the named directors and executive officers of
the Company, individually and as a group, beneficially owned the following
class of the Company's Common Stock:
<CAPTION>
Name of Number of Shares (1)
Beneficial Owner Position Beneficially owned
<S> <C> <C>
Robert E. Anderson Director 200
Paul R. Cariani President 828
Donald F. Collins Director 838
D. James Daigle Director 500
Richard G. Daigle Director 350
J. Gregory Freeman Director 400
Deborah L. Gallant Director 200
Nathan L. Grass Director 214
G. Melvin Hovey Chairman of the Board 2,996 (2)
J. Paul Levesque Director 300
Walter M. Reed, Jr. Director 1,200
Frederick C. Bustard Vice President,
Engineering & Operations 3,216
Larry E. LaPlante Vice President, Finance
and Treasurer 222
Stephen A. Johnson General Counsel, Secretary,
and Vice President,
Customer Service 61
All Directors and Officers as
a Group (Fourteen) 11,525
<FN>
(1) The Directors and Officers as a group own in the aggregate less
than 1% of the Company's outstanding Common Stock.
(2) 1,498 of these shares are held by Mr. Hovey's spouse. Mr. Hovey
disclaims beneficial ownership of all such shares.
</FN>
</TABLE>
None of the persons listed above own beneficially, directly or
indirectly, any of the securities of the Company's Subsidiary, Maine and New
Brunswick Electrical Power Company, Limited (the "Subsidiary").
(Page 3)
ELECTION OF DIRECTORS
The shares represented by the proxies which are executed and
returned without direction will be voted at the meeting for the election as
Directors of the persons named as nominees in the table set forth below but,
in the event that Directors are to be elected by cumulative voting, in the
discretion of the proxy holders as to the manner in which the votes
represented thereby will be distributed among such nominees. All of the
nominees have indicated their willingness to serve as Director until the
expiration of their respective terms and until their successors shall have
been duly chosen and qualified.
Should any of the nominees for the office of Director become unable
to accept a nomination or election (which is not anticipated), it is intended
that the persons named in the accompanying form of proxy will vote for the
election of such other person as the Board of Directors may recommend in the
place of such nominee. Nominees for Director who receive the greatest number
of votes by Common Stockholders entitled to vote, even though not a majority
of votes cast, shall be elected. Therefore, abstentions and broker non-votes
have no effect on the election of Directors.
The Company currently has eleven Directors, of which four have a
term of office which will expire with the forthcoming Annual Meeting. The
Company's Restated Articles of Incorporation (the "Articles") authorize the
Board of Directors or the Stockholders to fix the number of Directors from
time to time, provided that such number shall not be less than nine nor more
than eleven. In accordance with the Articles, the Board of Directors has
fixed the number of Directors at eleven.
The Board is divided into three classes of directorships, with
directors in each class serving staggered three-year terms. One class is
elected each year for a three-year term. On July 1, 1994 and September 9,
1994, the Board appointed Richard G. Daigle and Deborah L. Gallant,
respectively, to the Company's Board of Directors. Under Maine law, each
class of directorship shall be as nearly equal in number as possible. The
Board has therefore assigned Mr. Daigle to the class whose term will expire
at the 1995 Annual Meeting of Stockholders and Ms. Gallant to the class whose
term will expire at the 1996 Annual Meeting of Stockholders. Thus, the
classes whose terms will expire at the 1995 and 1996 Annual Meetings will
each consist of four directors, all of whom are now Directors of the Company.
Therefore, the Stockholders are asked to elect Messrs. Cariani, Collins, R.
G. Daigle, and Freeman, all of whom have been duly nominated by the Board of
Directors, to serve a term of office until the 1998 Annual Meeting of
Stockholders and their respective successors have been elected and qualified.
DIRECTORS AND NOMINEES
Name and Business Experience for Year First Elected
Last 5 Years Age Director
(Nominees for terms expiring in 1998)
PAUL R. CARIANI (1) (5) 54 1992
President of the Company (as of June 1, 1994)
Executive Vice President, Chief Financial Officer
and Treasurer of the Company (through May 31, 1994)
Presque Isle, Maine
DONALD F. COLLINS (3) (5) 69 1979
Director and Retired President
S. W. Collins Co., Inc.
(Lumber and Building Materials)
Caribou, Maine
(Page 4)
Name and Business Experience for Year First Elected
Last 5 Years Age Director
(Nominees for terms expiring in 1998) Continued
RICHARD G. DAIGLE (2) 47 1994
President, Daigle Oil Company
Fort Kent, Maine
J. GREGORY FREEMAN (2) (5) 58 1985
President and Chief Executive Officer
Pepsi-Cola Bottling Company of Aroostook, Inc.
Presque Isle, Maine
(Directors whose terms expire in 1997)
ROBERT E. ANDERSON (2) (6) 57 1993
President, F. A. Peabody Company
(Insurance) Houlton, Maine
NATHAN L. GRASS (3) 56 1983
President, Grassland Equipment
Presque Isle, Maine
J. PAUL LEVESQUE (4) 64 1985
President and Chief Executive Officer
J. Paul Levesque & Sons, Inc. (Lumber Mill) and
Antonio Levesque & Sons, Inc. (Logging Operation)
Masardis, Maine
(Directors whose terms expire in 1996)
D. JAMES DAIGLE (3) 59 1973
Executive Vice President
Greater Brandon Chamber of Commerce
Brandon, Florida
DEBORAH L. GALLANT (3) 42 1994
President, Dix-Gallant Associates
(Management Consultants) Portland, Maine
G. MELVIN HOVEY (1) (4) (6) 65 1981
President of the Company (through May 31, 1994) and
Chairman of the Board
Presque Isle, Maine
WALTER M. REED, JR. (4) (6) 72 1979
President, Reed Farms, Inc. and
Retired President, Maine Potato Growers, Inc.
Fort Fairfield, Maine
(1) Mr. Hovey is Director, Chairman of the Board of the Subsidiary. Mr.
Cariani President of the Subsidiary.
(2) Member of the Audit Committee.
(3) Member of the Executive Compensation Committee.
(4) Member of the Pension Investment Committee.
(5) Member of the Nominating Committee.
(6) Member of the Budget & Finance Committee.
(Page 5)
DIRECTORS AND COMMITTEE MEETINGS
During the year 1994 the Directors held a total of nine meetings.
The Audit Committee held two meetings in 1994. Subsequent to
December 31, 1994, the Committee met with representatives of Deloitte &
Touche LLP to review the financial statements for the year ending December
31, 1994.
The functions of the Audit Committee are to: (1) recommend the
selection, retention and termination of the Company's external auditors; (2)
approve in advance the types of professional services for which the Company
would retain 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 functions it deems necessary in connection with the
internal accounting and reporting practices of the Company.
The Executive Compensation Committee held four meetings and the
Pension Investment Committee held two meetings in 1994.
The function of the Executive Compensation Committee is to review
the total compensation of the officers and to make recommendations to the
Board with respect to officer compensation as it deems appropriate.
The function of the Pension Investment Committee is to review the
management of the Company's pension fund by the pension fund trustee and to
make recommendations with respect to the management of such fund to the Board
and management as it deems necessary.
The Nominating Committee held one meeting in 1994. The function
of the Nominating Committee is to review potential candidates for the office
of Director and to make recommendations to the Board with respect to such
candidates as it deems appropriate. The Nominating Committee will consider
nominees recommended by Stockholders. Such recommendations shall be
forwarded to the Clerk of the Company, PO Box 1209, Presque Isle, ME
04769-1209.
On November 4, 1994, the Board established the Budget and Finance
Committee, the function of which is to review and oversee the capital and
operation budgets of the Company and to make recommendations regarding the
same to the Board as it sees fit. The Committee held no meetings in 1994.
During 1994 all Directors except Mr. Freeman attended 75% or more
of the aggregate number of meetings of the Board of Directors and committees
on which they serve.
EXECUTIVE COMPENSATION
The following summary compensation table sets forth the total
compensation paid by the Company and its Subsidiary in 1994 and the two prior
fiscal years to G. Melvin Hovey, the Company's Chief Executive Officer
through May 31, 1994 and to Paul R. Cariani, the Company's Chief Executive
Officer effective June 1, 1994. Except for Messrs. Hovey and Cariani, no
executive officer of the Company had an annual compensation of more than
$100,000 during the Company's last fiscal year, ended December 31, 1994.
(Page 6)
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation (1)
<CAPTION>
Name & Principal Other Annual(2) All Other
Position Year Salary Bonus Compensation Compensation
<S> <C> <C> <C> <C> <C>
G. MELVIN HOVEY 1994 81,375 - 1,934 157,500 (3)
Chief Executive 1993 154,370 - 2,498
Officer 1992 145,833 - 1,425
(through 5-31-94)
PAUL R. Cariani 1994 105,795 1,750 1,722
Chief Exec Officer
(effective 6-1-94)
<FN>
(1) The Company does not provide any long-term compensation.
(2) With respect to Mr. Hovey, for 1994, the amounts in this column include
(a) $662 for the Company's match under the 401(K) Plan; $631 for the
value of insurance premiums paid by the Company for Term Life Insurance
in an amount equal to Mr. Hovey's annual salary; and $641 as the value
of personal use of a Company-owned automobile.
For 1993, the amounts in this column include: (a) $938 for the
Company's match under the 401(K) Plan; $611 for the value of insurance
premiums paid by the Company for term life insurance in an amount equal
to Mr. Hovey's annual salary; and $949 as the value of personal use of
a Company-owned automobile.
For 1992, the amounts in this column include: (a) $577 for the value
of insurance premiums paid by the Company for term life insurance in
an amount equal to Mr. Hovey's annual salary, and; $848 as the value
of personal use of a Company-owned automobile.
With respect to Mr. Cariani, for 1994, the amounts in this column
include: (a) $1,047 for the Company's match under the 401(K) Plan;
$312 for the value of insurance premiums paid by the Company to Term
Life Insurance in an amount equal to Mr. Cariani's annual salary; and
$363 as the value of personal use of a Company-owned automobile.
(3) The amount in this column is the severance benefit equal to his then
current annual salary payable to Mr. Hovey under the Employment
Agreement described below.
</FN>
</TABLE>
On June 26, 1985 the Company executed an employment agreement with
G. Melvin Hovey, President and Chairman of the Board. Under this agreement,
the Company agreed to continue his employment for a period of seven years
ending May 31, 1992 for an initial salary of no less than $75,000, subject
to adjustment in subsequent years. If Mr. Hovey terminates his employment,
the Company shall pay him, within thirty days of the termination, a severance
benefit equal to his then current annual salary. If the Company terminates
his employment for other than good cause, it will pay him a severance benefit
equal to his then current salary. The agreement further provides that if it
is terminated for other than good cause, the Company will pay Mr. Hovey an
annual supplemental pension equal to 60% of his final three years average
salary, reduced by the annual retirement pension to which he would otherwise
be entitled under the Company's then existing employee retirement plan. The
supplemental pension will be paid in monthly installments beginning 30 days
after the later of (i) Mr. Hovey's retirement or (ii) one year following the
date of termination and continuing until his death. By an amendment dated
May 14, 1991, this agreement was extended through May 1, 1995, and Mr.
Hovey's supplemental pension benefit will change to a fifteen year certain
annuity, payable in monthly installments. By a further amendment dated
November 5, 1993, this agreement was modified to increase Mr. Hovey's
supplemental pension benefits to 66% of his final three years average salary,
reduced by the annual pension to which he would otherwise be entitled under
the Company's then existing pension plan. As Mr. Hovey resigned employment
with the Company effective May 31, 1994, he will begin receiving benefits
under this agreement in June, 1995.
(Page 7)
On August 22, 1989, the Company executed employment agreements with
Paul R. Cariani, Chief Executive Officer, Frederick C. Bustard, Vice
President, Engineering & Operations; and Stephen A. Johnson, Vice President,
Customer Service and General Counsel. (Previous employment agreements with
Messrs. Cariani and Bustard were voided as of that date). Each of these
agreements ended on December 31, 1994, subject to automatic renewals for
additional three-year terms. The agreements provide for severance benefits
upon termination for other than good cause following a change in control of
the Company. If the Company terminates the employment of Messrs. Cariani,
Bustard or Johnson within one year following an unfriendly change in control,
the Company will pay him an amount equal to two times his current annual
salary as of the date of the change in control and will continue his benefits
under the Company's then current health, life and disability (but not
pension) plans for eighteen months after termination. In the event of a
friendly change in control of the Company, Messrs. Cariani, Bustard and
Johnson are obligated to continue their employment for six months after the
friendly change in control unless given good reason, as specified in the
agreement (e.g., a material change in duties), to terminate employment. If
any of them terminates employment for good reason during that six months, the
Company will pay him an amount equal to one times his annual salary as of the
date of the friendly change in control and will continue the specified
benefits for twelve months after termination. If any of them terminates
employment for any reason from seven to twelve months after the friendly
change in control, the cash payment and benefit extension shall be reduced
by amounts received and benefits provided since the friendly change in
control.
In addition, on May 12, 1992, the Company adopted a prior service
executive retirement plan. Under this plan, which is unfunded, certain prior
employment of Mr. Johnson, which is relevant to his present occupation, will
be treated as years of service for the purpose of accruing benefits under the
terms of the Company's pension plan.
RETIREMENT PLAN
Pension costs are not and cannot be readily allocated to individual
employees. The Company normally contributes 100% of the remuneration of plan
participants. The following Pension Plan Table shows the estimated annual
benefits payable upon retirement:
<TABLE>
Pension Plan Table
In Dollars
<CAPTION>
Highest Average Annual
Three Consecutive Years Annual Benefits for Years of Service
Base Salary (1) 15 yrs 20 yrs 25 yrs 30 yrs or more
<S> <C> <C> <C> <C>
120,000 24,318 34,818 45,318 55,818
130,000 26,943 38,318 49,693 61,068
140,000 29,568 41,818 54,068 66,318
150,000 32,193 45,318 58,443 71,568
<FN>
(1) Because of requirements of the Internal Revenue Code, beginning in
1994, annual compensation that can be used in calculating
retirement benefits is limited to a maximum of $150,000, indexed
for inflation.
</FN>
</TABLE>
The compensation covered by the Plan consists of the participant's
highest average annual three consecutive years salary, which corresponds to
the salary shown on the Summary Compensation Table above. Benefits under
the Plan are computed based on a straight-life annuity and are subject to
benefits under the Federal Social Security Act. The table above reflects
benefits after the Social Security offset.
(Page 8)
Mr. Hovey, who retired in 1994 with 37 years of credited service
in the plan, receives an annual pension benefit of $61,940. The estimated
annual benefits payable upon retirement to the Company's current executive
officers, Messrs. Cariani, Bustard, Johnson and LaPlante were $50,568,
$44,006, $41,591, and $29,568 respectively. These amounts are based upon the
assumption that these officers will continue their employment at their salary
rate at January 1, 1995 until their normal retirement dates and the Company's
retirement plan will continue in effect. Messrs. Cariani, Bustard, Johnson
and LaPlante have 24, 30, 9, and 10 years, respectively, in the plan. Mr.
Hovey is also entitled to a supplemental pension and Mr. Johnson is entitled
to the prior service retirement plan, both of which were described in the
"Executive Compensation" section. The annual value of Mr. Hovey's
supplemental pension benefit is $30,247.
Directors who are not employees of the Company are not eligible to
participate in the Company's Retirement Plan.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
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 to file with
the Securities and Exchange Commission and the American Stock Exchange
initial reports of changes in ownership of Common Stock of the Company.
Officers, directors and greater than ten-percent owners are required by the
SEC to furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies
of such reports furnished to the Company and written representations that no
other reports were required during the fiscal year ended December 31, 1994,
all such Section 16(a) filing requirements were complied with.
DIRECTORS' COMPENSATION
Directors who are not employees are compensated on an annual basis
of $5,000, except for the Chairman whose annual compensation is $8,000. In
addition, non-employee Directors are paid $500 for each Directors' Meeting
attended and are reimbursed for any reasonable travel expenses. Non-employee
Directors are also paid $500 for each Committee Meeting attended if that
Committee Meeting is not held on the same as a Directors' Meeting. If the
Committee is held on the same day as a Directors' Meeting, non-employee
Directors are paid $300 for each Committee Meeting attended. The Chair of
each Committee is compensated on an annual basis of $500.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee during the
fiscal year 1994 were Messrs. Collins, D. J. Daigle and Grass, and Ms.
Gallant, none of whom are now, or have ever been, employees or officers of
the Company. Except for their positions as directors, Messrs. Collins, D.
J. Daigle and Grass, and Ms. Gallant, have not engaged and are not proposing
to engage, in any transactions with the Company in which they have a direct
or indirect material interest.
None of the Company's executives served as directors of any other
entity under conditions requiring disclosure in this Proxy Statement.
(Page 9)
BOARD EXECUTIVE COMPENSATION COMMITTEE REPORT
The Company's Executive Compensation Committee met on May 9, 1994
to develop recommendations for salary levels for all executive officers, for
the twelve months beginning June 1, 1994. The Company does not currently
have any long-term incentive plan, but is now considering developing one for
its executive officers. The Committee's recommendations were adopted by the
entire Board, without material modification, on May 10, 1994.
In developing recommended executive salary levels, the Committee
relied on reports by independent management consultants reviewing executive
salary levels for comparable utility companies as well as certain businesses
within the Company's service territory. The Committee also reviews with the
Chief Executive Officer the performance of the other executive officers.
The entire Board reviews the Chief Executive Officer's performance in his
absence. In making specific salary recommendations for the individual
executive officers the Committee also considers the officer's performance,
the general economy in the Company's service territory and the Company's
overall financial condition, both currently and as anticipated during the
period the salary will be in effect. The Committee does not currently use
any specific quantitative measures or indices of Company performance in
developing its salary recommendations for any of the executive officers,
including the Chief Executive Officer, nor does it have formal salary grades
and ranges. Instead, the Committee's decisions are based upon an informal
and subjective review of the matters described above.
DONALD F. COLLINS
D. JAMES DAIGLE
DEBORAH L. GALLANT
NATHAN L. GRASS
Members, Executive Compensation Committee
(Page 10)
CORPORATE PERFORMANCE GRAPH
The following table compares total shareholder returns over the
last five fiscal years to the American Market Value Index (AMEX) and the S&P
Utilities Index (S&P). Total return values for the AMEX, S&P, and Maine
Public Service (MPS) were calculated based on cumulative total return values
assuming reinvestment of dividends. As depicted on the performance graph,
the five year total return for MPS stock exceeded both the AMEX Index and the
S&P Utilities Index. The shareholder return, shown on the graph, is not
necessarily indicative of future performance.
(graph)
<TABLE>
Cumulative Total Return
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Maine Public Service Co. 100 108 137 144 153 132
AMEX Market Value 100 82 105 106 126 115
S&P Utilities 100 97 112 121 138 127
</TABLE>
(Page 11)
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP, independent public accountants,
has been appointed by the Board of Directors each year for many years to
examine the accounts of the Company. Representatives of Deloitte & Touche
LLP are not expected to be present at the Annual Meeting of Stockholders.
STOCKHOLDER PROPOSALS
Stockholder proposals intended for inclusion in the 1996 Proxy and
Proxy Statement must be received by the Clerk of the Company, PO Box 1209,
Presque Isle, Maine 04769-1209, not later than December 8, 1995.
ADDITIONAL INFORMATION TO STOCKHOLDERS
Any Stockholder who is a beneficial owner of Maine Public Service
Company's securities, may, upon written request and without charge, obtain
a copy of the Company's Annual Report or Form 10-K for 1994, including
financial statements and schedules, but not exhibits. Any such request
should be directed to Mr. Stephen A. Johnson, Clerk of Maine Public Service
Company, P. O. Box 1209, Presque Isle, Maine 04769-1209.
ANNUAL REPORT FOR 1994
The Annual Report for the fiscal year ended December 31, 1994, has
been mailed to all Stockholders of the Company with this Proxy and Proxy
Statement.
DISCRETIONARY AUTHORITY
The only business to be presented to the meeting, by any persons,
of which the Company is aware is that which is specified in said notice, and
any action in connection with or for the purpose of affecting the same. The
accompanying form of proxy provides for discretionary authority for the
persons named in the Proxy, or any substitute, to vote in accordance with
their judgment on any matters other than those specified in the notice which
may properly come before the meeting and the Proxy will be voted in
accordance with such discretionary authority.
Maine Public Service Company
209 State Street
P. O. Box 1209
Presque Isle, ME 04769-1209
MAINE PUBLIC SERVICE COMPANY
Solicited by the Board of Directors for use at the Annual Meeting of
Stockholders of Maine Public Service Company - May 9, 1995 at 10:00 a.m.
209 State Street, Presque Isle, Maine.
The undersigned hereby appoints G. Melvin Hovey, Paul R. Cariani, Stephen A.
Johnson or any one or more of them, attorneys and proxies, with full power
of substitution and revocation in each, for and on behalf of the undersigned
and with all the powers the undersigned would possess if personally present,
to vote upon all matters coming before the above Annual Meeting and any
adjournment thereof all shares of Common Stock of MAINE PUBLIC SERVICE
COMPANY that the undersigned would be entitled to vote at such meeting.
The shares represented by this proxy will be voted as directed by the
stockholder. If no direction is given when the duly executed proxy is
returned, such shares will be voted "FOR all nominees" in item 1.
(Continued, and to be signed, on reverse side)
The Board of Directors Recommends a vote "FOR all nominees" in item 1.
Item 1 - Election of the following nominees as Directors:
Messrs. Paul R. Cariani, Donald F. Collins, J. Gregory Freeman,
Richard G. Daigle
FOR all nominees ____ WITHHOLD for all nominees ____
WITHHOLD for the following only (Write the name of the nominee(s) in the
space below) ______________________________________
PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0496
Please mark, date and sign your name as
it appears at left. If acting as
executor, administrator, trustee,
guardian, etc., you should so indicate
when signing. If the signer is a
corporation, please sign in full
corporate name by duly authorized
officer. If shares are held jointly,
either stockholder named may sign.
Dated: _____________________, 1995
_________________________________
Signature
_________________________________
Signature
Votes MUST be indicated (X) in Black or Blue ink. X
Sign, Date and Return the Proxy Card in the Enclosed Envelope.
