(Cover Page)
MAINE PUBLIC SERVICE COMPANY
209 STATE STREET, PO BOX 1209
PRESQUE ISLE, MAINE 04769-1209
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 14, 1996
April 4, 1996
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 14,
1996, 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 1999, 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 April 3, 1996, 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
PROXY STATEMENT
MAINE PUBLIC SERVICE COMPANY
209 STATE STREET, PO BOX 1209
PRESQUE ISLE, MAINE 04769-1209
ANNUAL MEETING OF STOCKHOLDERS, MAY 14, 1996
April 4, 1996
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 14,
1996, 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 4, 1996.
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 April 3, 1996 (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 1)
As of December 31, 1995, the following companies each beneficially
owned 5% or more of the Company's Common Stock:
Number of Shares
Name and Address of of Common Stock
Beneficial Owner Beneficially Owned Percent of Class
Dimensional Fund Advisors, Inc. 100,300 6.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90402
J. P. Morgan & Co., Inc. 203,400 12.6%
60 Wall Street
New York, N.Y. 10260
As of March 1, 1996, 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:
Name of Number of Shares (1)
Beneficial Owner Position Beneficially owned
Robert E. Anderson Director 300
Paul R. Cariani President 828
Donald F. Collins Director 838
D. James Daigle Director 500
Richard G. Daigle Director 380
J. Gregory Freeman Director 400
Deborah L. Gallant Director 300
Nathan L. Grass Director 214
G. Melvin Hovey Chairman of
the Board 2,996 (2)
J. Paul Levesque Director 400
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
and Vice President,
Customer Service 61
All Directors and
Officers as a Group
(Fourteen) 11,855
(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.
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 2)
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 that 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. The class whose term will
expire at the 1996 Annual Meeting consists of four nominees, all of whom
are now Directors of the Company. Therefore, the Stockholders are asked
to elect Messrs. D. J. Daigle, Hovey and Reed and Ms. Gallant, all of
whom have been duly nominated by the Board of Directors, to serve a term
of office until the 1999 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 1999)
D. JAMES DAIGLE (3) 60 1973
President
Greater Brandon Chamber
of Commerce
Brandon, Florida
President
David D. Daigle Farms, Inc.
Fort Kent, Maine &
Orlando, Florida
DEBORAH L. GALLANT (3) 43 1994
President & CEO, Dix-Gallant
Associates (Management Consul-
tants) Portland, Maine
G. MELVIN HOVEY (1) (4) (6) 66 1981
President of the Company
(through May 31, 1994) and
Chairman of the Board
Presque Isle, Maine
(Page 3)
Name and Business Experience for Year First Elected
Last 5 Years Age Director
(Nominees for terms expiring in 1999) Continued
WALTER M. REED, JR. (4) (6) 73 1979
President, Reed Farms, Inc. and
Retired President, Maine Potato
Growers, Inc.
Fort Fairfield, Maine
(Directors whose terms expire in 1998)
PAUL R. CARIANI (1) (5) 55 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 (2) (5) 70 1979
Director and Retired President
S. W. Collins Co., Inc.
(Lumber and Building Materials)
Caribou, Maine
RICHARD G. DAIGLE (2) (3) 48 1994
President, Daigle Oil Company
Fort Kent, Maine
J. GREGORY FREEMAN (5) (6) 59 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) 58 1993
President, F. A. Peabody
Company (Insurance)
Houlton, Maine
NATHAN L. GRASS (3) 57 1983
President, Grassland Equip-
ment, Inc.
Presque Isle, Maine
J. PAUL LEVESQUE (4) 65 1985
President and Chief Exec-
utive Officer
J. Paul Levesque & Sons, Inc.
(Lumber Mill) and
Antonio Levesque & Sons, Inc.
(Logging Operation)
Masardis, 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 4)
DIRECTORS AND COMMITTEE MEETINGS
During the year 1995 the Directors held a total of seven meetings.
The Audit Committee held two meetings in 1995. 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 1995.
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 no meetings in 1995. 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.
The Budget and Finance Committee held two meetings in 1995. The
function of the Budget and Finance Committee 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.
During 1995 all Directors 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 1995 and the
prior fiscal year to Paul R. Cariani, the Company's Chief Executive
Officer effective June 1, 1994. Except for Mr. 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, 1995.
(Page 5)
SUMMARY COMPENSATION TABLE
Annual Compensation (1)
Name & Principal Other Annual(2) All Other
Position Year Salary Bonus Compensation Compensation
PAUL R. CARIANI
Chief Executive Officer
(effective 6-1-94)
1995 107,404 1,250 1,921 0
1994 105,795 1,750 1,722 0
(1) The Company does not provide any long-term compensation.
(2) For 1995, the amounts in this column include: $1,082 for the
Company's match under the 401(k) Plan, $424 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 $415 is
the value of personal use of a Company-owned automobile. For
1994, the amounts in this column include: $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.
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. On May 9, 1995, the
Company executed an identical employment agreement with Larry E.
LaPlante, Vice President, Finance and Treasurer.
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.
(Page 6)
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:
Pension Plan Table
In Dollars
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
120,000 24,306 34,806 45,306 55,806
130,000 26,931 38,306 49,681 61,056
140,000 29,556 41,806 54,056 66,306
150,000 32,181 45,306 58,431 71,556
(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.
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.
The estimated annual benefits payable upon retirement to the Company's
current executive officers, Messrs. Cariani, Bustard, Johnson and
LaPlante were $52,131, $45,569, $43,154, and $31,656 respectively.
These amounts are based upon the assumption that these officers will
continue their employment at their salary rate at January 1, 1996, until
their normal retirement dates and the Company's retirement plan will
continue in effect. Messrs. Cariani, Bustard, Johnson and LaPlante have
25, 31, 10, and 11 years, respectively, in the plan. Mr. Johnson is
also entitled to the prior service retirement plan, which was described
in the "Executive Compensation" section.
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,
1995, all such Section 16(a) filing requirements were complied with.
(Page 7)
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 1995 were Messrs. R. G. Daigle, D. J. Daigle, Grass, and Collins
(through May 9, 1995), 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. R. G. Daigle, D. J. Daigle, Grass, and
Collins, 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.
BOARD EXECUTIVE COMPENSATION COMMITTEE REPORT
The Company's Executive Compensation Committee met on April 2, 1995,
to develop recommendations for salary levels for all executive officers
for the twelve months beginning June 1, 1995. The Committee's
recommendations were adopted by the entire Board, without material
modification, on May 9, 1995.
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.
On March 1, 1996, the entire Board, following the recommendation of
the Executive Compensation Committee, adopted an Executive Incentive
Compensation Plan for all executive officers, which will apply to
executive compensation adjustments for fiscal year 1996. The Plan
provides for graduated awards expressed as a percent of the executive
officer's base salary (up to a maximum of 15%) for quantitative
performance-related goals. These goals include attaining earnings based
on a ratemaking methodology in excess of the return on equity most
recently authorized for the Company by the Maine Public Utilities
Commission (MPUC), savings of controllable expenditures as established
by the Board's Budget and Finance Committee, attaining customer
satisfaction and
(Page 8)
reliability levels approved by the MPUC, avoiding the loss of a major
customer and improvements on the Company's safety performance.
Performance in each of these areas can result in an award of anywhere
between 1% and 4% of base salary. No award of any amount, however,
shall be made under the Plan unless earnings are at least equal to the
MPUC's authorized return on equity.
D. JAMES DAIGLE
RICHARD G. DAIGLE
DEBORAH L. GALLANT
NATHAN L. GRASS
Members, Executive Compensation Committee
INDEPENDENT PUBLIC ACCOUNTANTS
For many years, including fiscal year 1995, the firm of Deloitte &
Touche, LLP, (Deloitte & Touche) independent public accountants, was
engaged by the Company as the principal independent accountant to audit
the Company's financial statements. On March 1, 1996, the Company's
Board of Directors, based on a recommendation of the Audit Committee,
voted to engage the firm of Coopers & Lybrand, LLP, (Coopers & Lybrand)
independent public accountants, as the Company's principal accountant
beginning with the 1996 fiscal year audit and not to use the services of
Deloitte & Touche. This change in accountants followed the Company's
issuance in November, 1995 of a request for proposal to six major
independent accounting firms to audit the Company's financial
statements. The Company issued this request solely to determine whether
it could reduce the fees it pays for accounting services. Three firms,
including Deloitte & Touche and Coopers & Lybrand, responded to this
request. Based solely on the Audit Committee's review of these
responses, and the terms of the request, the Board determined to engage
Coopers & Lybrand, whose bid price was substantially lower than any
other received by the Company, as the Company's principal accountant for
a term of at least three years, beginning in fiscal year 1996. As a
result of this vote, the Company informed Deloitte & Touche that it
would not renew its year to year engagement letter with that firm.
Deloitte & Touche's report on the Company's financial statements for
either fiscal years 1995 or 1994 did not contain any adverse opinion or
disclaimer of opinion or any modification or qualification.
At no time during the Company's two most recent fiscal years or any
time thereafter has there been any disagreement between the Company and
the firm of Deloitte & Touche on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure. At no time during the Company's two most recent fiscal years
or anytime thereafter did any event occur between the Company and
Deloitte & Touche that would require further reporting in this Proxy
Statement.
At no time during the Company's two most recent fiscal years and any
time thereafter prior to the Company's engaging Coopers & Lybrand did
the Company consult Coopers & Lybrand regarding either the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Company's financial statements.
No representatives of either Deloitte & Touche or Coopers & Lybrand
are expected to be present at the Annual Meeting of Stockholders.
(Page 9)
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.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN (1)
AMONG MAINE PUBLIC SERVICE COMPANY, THE AMEX MARKET VALUE INDEX
AND THE S & P UTILITIES INDEX
12/90 12/91 12/92 12/93 12/94 12/95
Maine Public
Service
Company
MAP 100 128 134 142 123 137
AMEX
MARKET
VALUE
IAMX 100 128 130 155 141 178
S&P
UTILITIES
IUTL 100 115 124 142 131 185
(1) $100 INVESTED ON 12/31/90 IN STOCK OR INDEX
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
(Page 10)
STOCKHOLDER PROPOSALS
Stockholder proposals intended for inclusion in the 1997 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, 1996.
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 1995,
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 1995
The Annual Report for the fiscal year ended December 31, 1995, 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
(Page 11)
Proxy Card (Front)
MAINE PUBLIC SERVICE COMPANY
Solicited by the Board of Directors for use at the
Annual Meeting of Stockholders of
Maine Public Service Company-May 14,1996 at 10:00 A.M.
209 State Street, Presque Isle, Maine.
The undersigned hereby appoints G. Melvin Hovey, Paul R. Cariani and
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)
MAINE PUBLIC SERVICE
P.O. BOX 11496
NEW YORK, N.Y. 10203-0496
Proxy Card (Back)
The Board of Directors Recommends a vote "FOR all nominees" in Item 1.
Item 1 - Election of the following
nominees as Directors:
FOR all nominees (X) WITHHOLD AUTHORITY to vote (X)
listed below for all nominees listed below
* EXCEPTIONS (X)
Nominees: Messrs. D. James Daigle, G. Melvin Hovey, Walter M. Reed, Jr.
and Ms. Deborah L. Gallant
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, mark the "Exceptions" box and write that
nominee's name in the space provided below.)
* Exceptions
Change of Address and (X)
or Comments Mark Here
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: , 1996
Signature
Signature
Votes MUST be indicated (X)
(x) in Black or
Blue Ink.
Sign, Date and Return the Proxy Card in the Enclosed Envelope.
