(Cover Page)
MAINE PUBLIC SERVICE COMPANY
209 STATE STREET, PO BOX 1209
PRESQUE ISLE, MAINE 04769-1209
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1997
April 3, 1997
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 13, 1997,
at 10:00 a.m. (Eastern Daylight Time), for the following purposes:
1. Electing three members of the Board of Directors to serve until
the Annual Meeting of the Stockholders in 2000, 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 1, 1997, 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 13, 1997
April 3, 1997
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 13,
1997, 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, 1997.
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 1, 1997 (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)
As of December 31, 1996, 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. 103,300 6.4%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
As of March 1, 1997, 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 and
Chief Executive
Officer 1,028
Donald F. Collins Director 838
D. James Daigle Director 500
Richard G. Daigle Director 500
J. Gregory Freeman Director 400
Deborah L. Gallant Director 400
Nathan L. Grass Director 314
G. Melvin Hovey Chairman of
the Board 2,500 (2)
J. Paul Levesque Director 400
Walter M. Reed, Jr. Director 1,200
Frederick C. Bustard Vice President, Power
Supply & Environment 3,216
Larry E. LaPlante Vice President, Finance,
Administration
and Treasurer 222
Stephen A. Johnson Vice President, Customer
Service & General Counsel,
Secretary & Clerk 281
All Directors and Officers as a Group (Fourteen) 12,099
(1) The Directors and Officers as a group own in the aggregate less
than 1% of the Company's outstanding Common Stock.
(2) 1,250 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 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 three 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 1997 Annual Meeting consists of three nominees, all of whom are now
Directors of the Company. Therefore, the Stockholders are asked to elect
Messrs. Anderson, Grass, and Levesque, all of whom have been duly
nominated by the Board of Directors, to serve a term of office until the
2000 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 2000)
ROBERT E. ANDERSON (2) (6) 59 1993
President, F. A. Peabody Company
(Insurance) Houlton, Maine
NATHAN L. GRASS (3) 58 1983
President, Grassland Equipment, Inc.
Presque Isle, Maine
J. PAUL LEVESQUE (4) 66 1985
President and Chief Executive Officer
J. Paul Levesque & Sons, Inc. (Lumber Mill) and
Antonio Levesque & Sons, Inc. (Logging Operation)
Masardis, Maine
(Page 4)
Name and Business Experience for Year First Elected
Last 5 Years Age Director
(Directors whose terms expire in 1999)
D. JAMES DAIGLE (3) 61 1973
President
David D. Daigle Farms, Inc.
Fort Kent, Maine & Orlando, Florida
DEBORAH L. GALLANT (3) 44 1994
President & CEO
Dix-Gallant Associates
(Management Consultants)
Portland, Maine
G. MELVIN HOVEY (1) (4) (6) 67 1981
President of the Company
(through May 31, 1994) and
Chairman of the Board
Presque Isle, Maine
WALTER M. REED, JR. (4) (6) 74 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) 56 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) 71 1979
Director and Retired President
S. W. Collins Co., Inc.
(Lumber and Building Materials)
Caribou, Maine
RICHARD G. DAIGLE (2) (3) 49 1994
President, Daigle Oil Company
Fort Kent, Maine
J. GREGORY FREEMAN (5) (6) 60 1985
President and Chief
Executive Officer
Pepsi-Cola Bottling Company
of Aroostook, Inc.
Presque Isle, Maine
(1) Mr. Hovey is Director, Chairman of the Board of the Subsidiary.
Mr. Cariani is 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 1996, the Directors held a total of seven meetings.
The Audit Committee held four meetings in 1996. 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 1996.
The function of the Executive Compensation Committee is to review the
total compensation of the officers, to make recommendations to the Board
with respect to officer compensation as it deems appropriate, and to
oversee the Company's efforts to promote economic development within its
service territory.
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 1996. 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 1996. 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 1996, 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 1994, 1995, and
1996 to Paul R. Cariani, the Company's Chief Executive Officer and to
Frederick C. Bustard, the Company's Vice President, Power Supply and
Environment. Except for Messrs. Cariani and Bustard, 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, 1996.
(Page 6)
SUMMARY COMPENSATION TABLE
Annual Compensation (1)
(2)
Other All
Name & Principal Annual Other
Position Year Salary Bonus Compen. Compen.
$ $ $ $
PAUL R. CARIANI 1996 114,825 0 1,969 0
Chief Ex. Officer 1995 107,404 1,250 1,921 0
(effective 6-1-94) 1994 105,795 1,750 1,722 0
FREDERICK C. BUSTARD 1996 102,123 0 1,644 0
Vice President
Power Supply
Supply and
Environment
(1) The Company does not provide any long-term compensation.
(2) The amounts in this column include: (a) For Mr. Cariani for
1996, $1,156 for the Company's match under the 401(k) Plan; $583 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 $230 is the value of
personal use of a Company-owned automobile. For 1995, $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, $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; (b) For Mr. Bustard for 1996, $1,027 for the Company's match
under the 401(k) Plan; $475 for the value of insurance premiums paid by
the Company to Term Life Insurance in an amount equal to Mr. Bustard's
annual salary; and $142 is 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, Power Supply and Environment; 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, Administration,
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 7)
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 24,012 34,512 45,012 55,512
130,000 26,637 38,012 49,387 60,762
140,000 29,262 41,512 53,762 66,012
150,000 31,887 45,012 58,137 71,262
(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 $53,617, $46,857, $44,370, and $33,615 respectively.
These amounts are based upon the assumption that these officers will
continue their employment at their salary rate at January 1, 1997, until
their normal retirement dates and the Company's retirement plan will
continue in effect. Messrs. Cariani, Bustard, Johnson and LaPlante have
26, 32, 11, and 12 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.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING 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 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 beneficial
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,
1996, all such Section 16(a) filing requirements were complied with.
(Page 8)
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 day 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 1996 were Messrs. R. G. Daigle, D. J. Daigle, 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. R. G. Daigle,
D. J. Daigle, 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.
BOARD EXECUTIVE COMPENSATION COMMITTEE REPORT
The Company's Executive Compensation Committee met on May 13, 1996,
to develop recommendations for salary levels for all executive officers
for the twelve months beginning June 1, 1996. The Committee's
recommendations were adopted by the entire Board, without material
modification, on May 14, 1996.
In developing recommended executive base 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 base 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 base 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.
In addition to any adjustments to executive base salaries, the
Company also adopted an Executive Incentive Compensation Plan for all
executive officers, which will apply to executive compensation beginning
in 1997. 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 reliability levels approved by the MPUC,
avoiding the loss
(Page 9)
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, 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 fiscal years 1995 and 1994 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 fiscal years 1995 and 1994 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 fiscal years 1995 and 1994 or 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 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.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN *
AMONG MAINE PUBLIC SERVICE COMPANY, THE AMEX MARKET VALUE INDEX
AND THE S & P UTILITIES INDEX
12/91 12/92 12/93 12/94 12/95 12/96
Maine Public
Service
Company
(MAP) 100 105 111 96 108 101
AMEX
Market
Value 100 101 121 110 139 148
S & P
Utilities 100 108 124 114 162 167
* $100 invested on 12/31/91 in stock or index -
including reinvestment of dividends.
Fiscal year ending December 31.
(Page 11)
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 5, 1997.
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 1996, 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 1996
The Annual Report for the fiscal year ended December 31, 1996, 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, Maine 04769-1209
Tel. No. (207) 768-5811 - FAX No. (207) 764-6586
Home Page: http://www.mainerec.com/mpsco.html
E-Mail: [email protected]
(Front of Proxy Card)
MAINE PUBLIC SERVICE COMPANY
Solicited by the Board of Directors for use at the
Annual Meeting of Stockholders of Maine Public Service
Company-May 13,1997 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 COMPANY
P.O. BOX 11363
NEW YORK, N.Y. 10203-0363
(Back of Proxy Card)
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 listed below (X)
WITHOLD AUTHORITY to vote
for all nominees listed below (X)
* EXCEPTIONS (X)
Nominees: Messrs. Robert E. Anderson, Nathan L. Grass, J. Paul Levesque
(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: , 1997
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