As filed with the Securities and Exchange Commission on March 24, 1997
Registration No. 33-98188
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PENNICHUCK CORPORATION
(Exact name of registrant as specified in its charter)
New Hampshire 02-0177370
(State or other jurisdiction (IRS employer
of incorporation or organization identification number)
Four Water Street
Nashua, New Hampshire 03060
(603) 882-5191
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Charles J. Staab, Vice President
Pennichuck Corporation
Four Water Street
Nashua, New Hampshire 03060
(603) 882-5191
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Denis J. Maloney, Esquire
Gallagher, Callahan & Gartrell, P.A.
214 North Main Street, P.O. Box 1415
Concord, New Hampshire 03302-1415
(603) 228-1181
Approximate date of commencement of proposed sale to the public: As
soon as practicable on or after the effective date of this registration
statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [x]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================
Title of each Proposed Proposed
class of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per unit* offering price* fee**
- - ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, $1.00
par value 100,000 $17.75 $1,775,000 $612.00
==========================================================================================
<F*> Calculated pursuant to Rule 457(c)of the Commission under the Securities
Act of 1933.
<F**> Previously paid
</TABLE>
Pursuant to Rule 429 of the Commission under the Securities Act of 1933,
the prospectus contained in this registration statement also relates to shares
of the registrant's Common Stock covered by the registrant's registration
statement on Form S-3 (Commission File No. 33-69494).
PROSPECTUS
(LOGO) PENNICHUCK CORPORATION
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
_________________________
The Dividend Reinvestment and Common Stock Purchase Plan ("Plan") of
Pennichuck Corporation ("Company") provides shareholders of the Company,
residential customers of the Company's subsidiary, Pennichuck Water Works,
Inc., and full-time employees who reside in New Hampshire, with a simple and
convenient method of purchasing shares of common stock of the Company, $1.00
par value ("Common Stock"), without payment of any brokerage commission or
service charge. Participants who are already enrolled in the Plan will
continue to participate in the Plan without any further action on their
part.
Holders of the Company's Common Stock who elect to participate in the
Plan may:
- Have cash dividends on all or some of their shares automatically
reinvested in additional common shares at a discount to current
market prices.
- Make optional cash investments of not less than $100.00 per
"Dividend Investment Date" nor more than $12,000 per calendar year.
The Common Stock of the Company is traded on the over-the-counter
market and is listed for quotation on the National Association of Securities
Dealers Automated Quotation ("Nasdaq") National Market System under the
symbol "PNNW". Prices for such Common Stock are reported in the Nasdaq
National Market System section of The Wall Street Journal on a periodic
basis. The purchase price of a share of Common Stock purchased with
reinvested dividends under the Plan will be 95% of the average of the
closing bid prices for the Common Stock as quoted through the Nasdaq
National Market System for the five trading days immediately preceding, but
not including, the applicable date on which the dividend is paid (the
"Dividend Investment Date"). The purchase price for shares purchased with
optional cash payments will be 100% of such average market price. See "THE
PLAN - Purchases."
This Prospectus relates to 200,000 shares of authorized Common Stock
registered for purchase under the Plan (of which 165,487 were unissued as of
December 31, 1996). It is suggested that this Prospectus be retained for
future reference. Shareholders of the Company who do not wish to
participate in the Plan will continue to receive cash dividends, as
declared, in the usual manner. Prospective participants in the Plan should
carefully consider the matters set forth under "RISK FACTORS" on page 4.
The net proceeds to the Company will depend upon the price and the
number of shares of Common Stock actually purchased pursuant to the Plan.
No underwriting discounts or commissions will be paid by the Company or by a
participant under the Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February 1, 1997.
TABLE OF CONTENTS
AVAILABLE INFORMATION 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 1
THE COMPANY 3
General 3
Business of Pennichuck Corporation 3
RISK FACTORS 4
THE PLAN 6
Purpose 6
Advantages and Risks 6
Administration 7
Participation 8
Costs 11
Purchases 11
Optional Cash Payments and Initial Investments 12
Reports to Participants 13
Dividends on Shares Held Under the Plan 13
Certificates for Shares 14
Changing Type of Participation; Withdrawal
from Participation 15
Other Information 17
USE OF PROCEEDS 21
VALIDITY OF SHARES 21
EXPERTS 21
INDEMNIFICATION 21
No dealer, salesman or any other person has been authorized to give
any information or to make any representation other than those contained in
this Prospectus and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of these securities in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been
no change in the affairs of the Company since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "SEC"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the SEC at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, DC 20549, and at the SEC's
regional offices in New York (7 World Trade Center, Suite 1300, New York, NY
10048) and Chicago (Northwest Atrium Center, 500 West Madison Street, Suite
1400, Chicago, IL 60661). Copies of such material may be obtained from the
Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, DC
20549, at prescribed rates. Information, as of particular dates, concerning
directors and officers of the Company, their remuneration, and any material
interest of such persons in transactions with the Company is disclosed in
proxy statements distributed to shareholders of the Company and filed with
the SEC.
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The following documents and information filed with the Securities and
Exchange Commission are hereby incorporated by reference in this Prospectus:
(i) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995 filed pursuant to the 1934 Act;
(ii) The Company's Quarterly Report on Form 10-QSB for the quarterly
period ended September 30, 1996 filed pursuant to the 1934 Act;
(iii) The Company's definitive Proxy Statement dated March 21, 1996 in
connection with its Annual Meeting of Shareholders, filed
pursuant to the 1934 Act; and
(iv) The description of the Common Stock of the Company which is
contained in the Registration Statement filed on Form 10 under
the 1934 Act, including any amendment or report filed for the
purpose of updating such description under the 1934 Act.
All reports and other documents filed by the Company pursuant to
Section 13, 14 or 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities offered pursuant
hereto have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained in any other
subsequently filed documents which is also deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statements
then modified or superseded shall not be deemed, except as modified or
superseded, to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person to
whom this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the reports or other information that is
referred to or incorporated by reference in this Prospectus, other than
exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents. Such requests should be
directed to the attention of Shareholder Relations, Pennichuck Corporation,
Four Water Street, Nashua, New Hampshire 03060, (603) 882-5191. Any
questions regarding The Dividend Reinvest-ment and Common Stock Purchase
Plan of Pennichuck Corporation should be directed to Maurice L. Arel or
Charles J. Staab at Four Water Street, Nashua, New Hampshire 03060, (603)
882-5191.
THE COMPANY
General
Pennichuck Corporation (the "Company") is a business corporation
organized under the laws of the State of New Hampshire. The Company is a
holding company, the principal purpose of which is to acquire an interest in
or control of corporations or associations engaging in any lawful
activities, including (i) corporations engaged in the business of gathering
and distributing water and related businesses, and (ii) corporations engaged
in the business of owning, developing and managing real estate.
The Company has three wholly-owned operating subsidiaries, Pennichuck
Water Works, Inc. ("Pennichuck") which furnishes water service in the City
of Nashua, New Hampshire and portions of Amherst, Bedford, Derry, Hollis,
Merrimack, Milford, and Plaistow, New Hampshire; The Southwood Corporation
("Southwood") a New Hampshire business corporation which presently owns,
develops, and manages real estate in the City of Nashua and the Town of
Merrimack, New Hampshire; and Pennichuck Water Service Corporation, a New
Hampshire business corporation which is engaged in providing water system
management services.
Business of Pennichuck Corporation
The Company was established in 1852. For 144 years, the Company,
under its former name, Pennichuck Water Works, or through its present
subsidiary, Pennichuck, has engaged in its principal business of supplying
water service in Nashua, New Hampshire and certain other areas in southern
New Hampshire, subject to the jurisdiction of the New Hampshire Public
Utilities Commission ("Commission"). The Company's income is derived
primarily from earnings on Pennichuck's common stock, all of which is held
by the Company.
The Company's income and future ability to pay dividends on the Common
Stock is dependent primarily upon the continued ability of Pennichuck to pay
dividends to the Company. The profitability of the operations of the water
utility industry generally and of Pennichuck (and hence the Company) is
dependent on the timeliness and adequacy of rate relief allowed by utility
regulatory commissions, as well as by climatic and general economic factors
which affect customer demand for water, general industrial demand,
prevailing rates of interest for short and long-term borrowings, energy
rates, wages, and compliance with environmental and water quality
regulations. See "RISK FACTORS".
In addition, inflation and other factors beyond the Company's or
Pennichuck's control impact on the costs of construction, materials and
labor costs. See "Item 1. Description of Business" in the Company's latest
Annual Report on Form 10-KSB filed pursuant to Section 13 of the Securities
Exchange Act of 1934.
The executive offices of the Company are located at Four Water Street,
Nashua, New Hampshire, its mailing address is P. O. Box 448, Nashua, New
Hampshire 03061, and its telephone number is (603) 882-5191.
RISK FACTORS
A purchase of the Company's Common Stock offered hereby involves a
certain degree of risk. Prospective purchasers of the Common Stock are
urged to read and carefully consider the information set forth below and
elsewhere in this Prospectus, as well as the information contained in the
documents incorporated by reference herein. Before deciding to purchase
shares of Common Stock and participate in the Plan, please read and
carefully consider the information in this Prospectus, the Company's most
recent Annual Report to Shareholders and quarterly report to shareholders.
Dependence on Pennichuck Water Works, Inc.; Dividends. The Company's
income, and its ability to pay dividends on shares of Common Stock, are
derived primarily from the profitability of its wholly-owned water utility
subsidiary, Pennichuck Water Works, Inc. ("Pennichuck"). Although the
Company cannot assure its shareholders that it will be able to continue to
pay dividends on a regular quarterly basis, it has paid consecutive annual
dividends since at least 1917.
Rate Regulation. Pennichuck is regulated by the New Hampshire Public
Utilities Commission ("Commission") with respect to its rates, debt and
capital issues, and service. The profitability of Pennichuck's operations is
largely dependent on the timeliness and adequacy of rate relief allowed by
the Commission, as well as by climatic and general economic factors which
affect customer demand for water. Pennichuck's last three permanent rate
increases, as authorized by the Commission, were in the amounts of 7.36%,
effective July 31, 1992, 13.8%, effective November 1, 1993, and 3.48%,
effective December 1, 1994. The Commission is required by law to allow New
Hampshire utilities the opportunity to earn a rate of return on the property
used to serve their customers, which, at a minimum, is equal to the cost of
capital permanently employed by the utility. However, a delay, known as
"regulatory lag" normally occurs between the time an expense is incurred or
an increase in the cost of capital occurs, and the time when new increased
rates become effective.
Property Tax Increases. Pennichuck's real estate was reassessed by
the City of Nashua in 1995 and the 23% increase in those taxes will not be
offset by increased water rates until and unless Pennichuck has successfully
prosecuted a rate case before the Commission to conclusion, a process which
could take up to nine months from the date of Pennichuck's filing for the
rate increase. This is an example of regulatory lag.
Environmental and Water Quality Concerns. Water utility companies are
always somewhat at risk from hazardous waste spills and other environmental
disasters. The Pennichuck water system has water treatment and alternate
water source and storage facilities as well as its pond system and the
Merrimack River, which together provide a short-term alternative to
Pennichuck in the event hazardous waste were to contaminate one of its water
sources.
The quality of Pennichuck's treated water currently meets or exceeds
all standards set by the federal Safe Drinking Water Act of 1986 ("SDWA")
and Pennichuck does not anticipate that any significant capital expenditures
will be required in the foreseeable future given the present water quality
standards set by the SDWA. However, there is no assurance that the
standards set by SDWA will not change in the future, including a possible
imposition of stricter monitoring standard imposing additional operating
costs on Pennichuck, which costs should eventually be recouped through its
water rates.
Limited Public Market for Trading of Common Stock. The Company's
Common Stock is traded on the over-the-counter market and quoted through the
Nasdaq National Market System under the symbol "PNNW". On December 31,
1996, there were approximately 750 holders of record of the 745,515 shares
of the Company's stock outstanding. Presently, there are three "market
makers" for the Company's Common Stock: Tucker Anthony, Inc., The Chicago
Corporation and Monroe Securities. Making a market involves maintaining bid
and ask quotations and being able, as principal, to effect transactions in
reasonable quantities at those quoted prices, subject to various securities
laws and other regulatory requirements. Potential investors should
therefore consider the relative lack of an active trading market for the
Common Stock and should subscribe for the Common Stock primarily with a
long-term investment interest. During the 12-month period ending December
31, 1996, 40,500 shares were traded at bid prices ranging from a low of
$16.50 to a high of $22.00; the average monthly trading volume during such
period was approximately 3,400 shares. Although the price of the Company's
stock has been reasonably stable in recent years, as a general matter thinly
traded stocks are not as liquid as actively traded stocks and may be subject
to sharp changes in price, particularly when larger blocks of shares are
sold at one time.
Impact of Weather and Seasonal Demands. Pennichuck's revenue is
impacted by weather and is somewhat seasonal. Normally, its most profitable
quarters are the third and fourth quarters which reflect increased water
consumption during the spring and summer months. Demand is normally lower
during cool, wet springs and summers than it is during warm, hot springs and
summers.
Earnings Dilution. In the event the maximum number of shares offered
hereby are purchased, there is no assurance the Company will be able to
profitably invest such additional capital to the same extent that existing
capital is utilized, or that relative dilution in per share earnings
historically earned by the Company will not occur, with a possible resulting
decrease in the market price of the Common Stock.
Real Estate Development Risks. The Company's real estate subsidiary,
The Southwood Corporation, owns approximately 607 acres of real estate which
is available for development. Although none of that real estate is subject
to mortgage debt and therefore is not directly subject to the impact of
unfavorable interest rates, demand and prices are dependent upon the
interest rate climate, construction costs as well as general economic
conditions.
Dependence on Certain Industrial Customers. Approximately 27% of
Pennichuck's operating revenues are derived from commercial and industrial
customers. Pennichuck's largest customer is responsible for about 13% of
Pennichuck's daily average usage. Pennichuck's profitability would be
adversely impacted were that customer to take a significantly lower amount
of Pennichuck's supply in the future.
Tax Impact of Plan Participation. Participants under the Plan are
required to reinvest at least fifty percent (50%) of dividends received in
additional shares of Common Stock. Reinvestment of dividends does not
relieve a Plan participant of the liability for any income or other tax
which may be payable on such dividends. Each prospective purchaser should
consult his or her own advisor to determine the particular federal, state
and local tax consequences resulting from participation in the Plan and any
subsequent transfer of shares purchased pursuant to the Plan. See "THE PLAN
- - - Other Information".
THE PLAN
The text of the Dividend Reinvestment and Common Stock Purchase Plan
("Plan") of Pennichuck Corporation ("Company") is set forth below in its
entirety. The Plan is written in a simple question and answer format.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of the
Company's common stock, par value $1.00 per share ("Common Stock") and
customers and employees of Pennichuck who reside in New Hampshire, with a
convenient and economical method of investing cash dividends in additional
shares of the Company's Common Stock, or investing cash dividends and also
making optional cash purchases of additional shares of Common Stock, without
payment of any brokerage commission or service charge. When Common Stock is
purchased, the Company will receive additional equity funds which will be
made available to its subsidiaries for capital expenditures for extensions,
additions and improvements to utility plant or real estate holdings, or
applied toward payment of indebtedness of the Company or its subsidiaries
incurred for such expenditures or used for potential acquisitions or for the
Company's other corporate purposes.
Advantages and Risks
2. What are the advantages of the Plan?
a) Shares may be acquired through the reinvestment of dividends at a
5% discount from the Fair Market Value of such shares as more fully
explained in Question 11 below.
b) Participants may, in addition, invest quarterly in additional
shares of Common Stock by making optional cash payments of at least $100 and
not exceeding $3,000. The purchase price of the shares purchased with
optional cash payments pursuant to the Plan will be 100% of such Fair Market
Value. Optional cash payments may be made by check or money order, as more
fully explained in Question 15 below.
c) Residential customers of Pennichuck, including all members of
households served by Pennichuck, and full-time employees of Pennichuck,
residing in New Hampshire who do not
presently own shares of Common Stock may become participants by making an
initial cash investment of at least $500, but not more than $3,000, to
purchase shares under the Plan, also at 100% of such Fair Market Value.
d) No commission or service charge is paid by participants in
connection with purchases under the Plan.
e) Full investment of dividends is possible under the Plan because
the Plan permits fractions of shares, as well as full shares, to be credited
to participants' accounts. In addition, dividends on fractions of shares,
as well as full shares, in participants' accounts will be credited to such
accounts.
f) The Plan provides for simplified record keeping and regular
statements of accounts for shares credited to participants' accounts under
the Plan.
g) The Plan also provides, at no cost to participants, for the
safekeeping of participants' stock certificates for shares credited under
the Plan.
3. Does participation in the Plan involve any risk?
The risk to shareholders, customers and employees who participate in
the Plan is the same as with any other investment in shares of Common Stock
of the Company. It should be recognized that a participant, customer or
employee who purchases Common Stock under the Plan loses any advantage
otherwise available from being able to select the timing of his or her
investment. It should also be recognized that, like any investment, the
Company cannot assure the participant, a customer or an employee of a profit
or dividend, or protect the participant, customer or employee against a loss
on the shares purchased under the Plan. See "RISK FACTORS".
Administration
4. Who administers the Plan?
The First National Bank of Boston (the "Agent") has been designated by
the Company as the agent to administer the Plan for participants, to
purchase and hold shares of Common Stock acquired through the Plan, to
maintain records, to send statements of account to participants and to
perform other duties relating to the Plan. The Company and the Agent are
not affiliated. The Agent does not make a market in the Common Stock; it
will not buy or facilitate the purchase of shares of Common Stock from a
participant in the Plan.
Shares purchased for a participant will be held by or through the
Agent until termination of participation in the Plan or until a written
request is received from the participant for withdrawal of all or part of
such participant's shares. Shares purchased under the Plan and held by the
Agent will be registered in its name or the name of one of its nominees.
The Company may replace the Agent at any time. In the event that the Agent
should cease to administer the Plan, the Company will make such other
arrangements as it deems appropriate for the administration
of the Plan.
All initial investments and optional cash payments should be sent to
the Agent as follows:
THE FIRST NATIONAL BANK OF BOSTON
P.O. BOX 1681
BOSTON, MASSACHUSETTS 02105-1681
Any questions or other correspondence concerning the Plan should be
addressed to the Agent as follows:
THE FIRST NATIONAL BANK OF BOSTON
INVESTOR RELATIONS DEPARTMENT
P.O. BOX 644
MAIL STOP 45-02-09
BOSTON, MASSACHUSETTS 02105-0644
TELEPHONE NO. 1-800-736-3001
Participation
5. Who is eligible to participate?
(a) Shareholders. All holders of record of Common Stock of the
Company (referred to herein as "Shareholders") are eligible to participate
in the Plan. Beneficial owners of Common Stock whose shares are registered
in names other than their own (i.e. in the name of a broker or bank nominee)
must arrange with the shareholder of record for participation. If for any
reason a beneficial owner is unable to arrange participation with his or her
broker or bank nominee, he or she must become a record holder by having the
shares transferred to his or her own name.
(b) Customers. All residential customers of Pennichuck are eligible
to participate in the Plan, as well as all members of households served by
Pennichuck. Water consumers in the franchise territory served by Pennichuck
who are not customers, such as renters and condominium owners, may
participate in the Plan, except that groups of individuals such as tenant
associations are not eligible to participate. All customer participants
must reside in New Hampshire. Business customers of Pennichuck are not
eligible to participate. Customers who are eligible to participate in the
Plan are herein referred to as "Customers".
(c) Employees. All full-time employees of Pennichuck who reside in
New Hampshire (referred to herein as "Employees") are eligible to
participate in the Plan.
A Customer or Employee may participate in his or her own name, in the
joint name of the Customer or Employee and another person, or in his or her
name as custodian or trustee for another person, by marking the
Authorization Form in the appropriate manner.
6. How does an eligible Shareholder, Customer or Employee participate?
A Shareholder, Customer or Employee may join the Plan by checking the
appropriate box on the enclosed Authorization Form and signing and returning
it to the Agent. A postage-paid, pre-addressed envelope is provided for this
purpose. An additional Authorization Form may be obtained at any time by
telephone or written request to the Agent at the above telephone number or
address, or to the Company at (603) 882-5191 or P.O. Box 448, Nashua, New
Hampshire 03061, Attention: Shareholder Relations. Those Shareholders who
do not wish to participate in the Plan will continue to receive cash
dividends at such times as dividends are paid to all Shareholders.
In order for Shareholders to participate in the Plan, the
Authorization Form and any written notification of other instructions must
be signed by or on behalf of all owners of record of the relevant shares.
When such shares are held in more than one name (i.e. joint tenants, co-
trustees, etc.), all registered holders must sign. When an Authorization
Form or written notification is signed by an executor, administrator,
trustee or guardian, or as attorney, the capacity in which the Authorization
Form or notification is signed must be specified. An Authorization Form or
written notification by a shareholder which is a corporation or other
organization should be signed by an authorized officer or other official,
identified as such.
A Customer or Employee need not be a registered holder of Common Stock
but, by executing the Authorization Form, agrees to have at least $500 of
Common Stock purchased on his or her behalf on the next Dividend Investment
Date (as defined under Question 8) at a price equal to 100% of the Fair
Market Value, and must acknowledge that he or she is a New Hampshire
resident. Each Authorization Form for a Customer or Employee who is not a
registered stockholder must be accompanied by a check for at least $500, but
not more than $3,000.
A participant must furnish his or her Federal tax identification
number to the Agent when opening a Plan Account. A participant
automatically continues in the Plan unless he or she notifies the Agent in
writing that he or she wishes to withdraw. (See Question 24). A
participant who ceases to be a Customer or Employee of Pennichuck may
continue to participate in the Plan as long as at least one whole share of
Common Stock is registered in the participant's name or held through the
Plan. See Question 26 for information concerning termination by the Company
of participation by a participant. Current participants do not need to
complete and return a new Authorization Form unless they wish to change
their type of participation.
7. What does the Authorization Form provide?
By means of the Authorization Form a participant may participate in
the Plan by exercising one of the following options:
a) By checking the "Full Dividend Reinvestment" box, a
participant directs the Agent (i) to invest, in additional shares of
Common Stock to be credited to the shareholder's account, all of the
cash dividends on all Common Stock registered in his or her name as
well as on all of the shares credited to his or her account under the
Plan, and (ii) to invest any optional cash payments (from $100 to
$3,000 per quarter) which the participant chooses to make from time to
time.
b) By checking the "Partial Dividend Reinvestment" box and
designating in the appropriate space the percentage of cash dividends
(50%, 60%, 70%, 80% or 90%), a par-ticipant directs the Agent (i) to
invest such percentage of cash dividends on Common Stock registered in
his or her name, as well as all cash dividends on the shares credited
to his or her account under the Plan, in additional shares of Common
Stock to be credited to his or her account, in which case the cash
dividends on the remaining number of shares of Common Stock (50%, 40%,
30%, 20% or 10%) registered in his or her name will continue to be
sent by check to the participant in the usual manner, and (ii) to
invest any optional cash payments (from $100 to $3,000 per quarter)
which the participant chooses to make from time to time.
If a signed Authorization Form is returned to the Company without one
of the boxes checked, the shareholder will be enrolled under the "Full
Dividend Reinvestment" option. If a signed Authorization Form is returned
to the Company with the "Partial Dividend Reinvestment"
box checked but without designating the percentage of cash dividends, the
form will be returned to the shareholder for completion.
A Customer or Employee who desires to participate in the Plan must
direct the Agent to purchase shares of Common Stock with an initial
investment of at least $500, but not more than $3,000, enclosed with the
Authorization Form. Customers or Employees should also select the full or
partial reinvestment option.
A Shareholder, Customer or Employee may not participate in the Plan
solely with respect to optional cash payments. At least 50% of dividends on
shares registered in the participant's name, and all dividends on shares
credited to a participant's account, must be reinvested under the Plan.
No matter which of the above options is chosen, all shares purchased
under the Plan and held in the Plan account will be subject to automatic
dividend reinvestment, and the dividends on all such shares will
automatically be reinvested in Common Stock at a price equal to 95% of the
Fair Market Value of the Common Stock as more fully explained in Question 11
below.
8. When may a Shareholder, Customer or Employee join the Plan?
Shareholders, Customers, and Employees may join the Plan as of any
Dividend Investment Date. Dividends on the Common Stock have historically
been paid by the Company on or about the 15th day of February, May, August
and November. The record date, from which entitlement to common dividends
is determined, is generally from ten to twenty days preceding the payment
date (the "Dividend Record Date"). The Dividend Investment Date will be the
same date as the dividend payment date fixed by the Board of Directors of
the Company. If the Authorization Form is received by the Agent on or prior
to the fifth business day prior to a Dividend Record Date, the participant
will be enrolled in the Plan as of the next Dividend Investment Date. If
the Authorization Form is received by the Agent after the fifth business day
preceding a Dividend Record Date, the reinvestment of dividends, and the
making of optional cash investments, will not begin until the second
succeeding Dividend Record Date unless the Authorization Form is received
after the fifth business day preceding a Dividend Record Date and not later
than the fifth business day after the Dividend Investment Date and the Agent
in its discretion determines to enroll the person as of such Dividend
Investment Date.
Costs
9. Are there any expenses to participants in connection with purchases
under the Plan?
No. All costs of administration of the Plan are to be paid by the
Company. There will be no service charges. There will be no brokerage
commissions when shares are purchased under the Plan.
Purchases
10. What is the source of shares purchased under the Plan?
Shares may be purchased under the Plan directly from the Company's
authorized but unissued common shares, from the Company's treasury shares or
from a combination of the foregoing.
11. What will be the price of the common shares purchased under the Plan?
The price of the common shares purchased with reinvested dividends
under the Plan will be 95% of the Fair Market Value of the Company's Common
Stock as of the Dividend Investment Date, determined as provided herein.
For purposes of the Plan the Fair Market Value will be the average of the
closing bid prices for the Company's common stock as quoted through the
Nasdaq National Market System for the five trading days immediately
preceding, but not including, the applicable Dividend Investment Date. If
there are such quotations for some but not all of such five trading days,
the average shall be based on those trading days during the five-day period
for which such quotations are available. If there are no quotations with
respect to the Company's Common Stock in the five-day period, the Fair
Market Value shall be determined by the Company on the basis of such market
quotations or other method as the Company deems appropriate. The price of
shares purchased with optional cash payments, and the price of shares
purchased with initial cash payments from Customers and Employees, will be
100% of such Fair Market Value, in each case as of the applicable Dividend
Investment Date.
12. How many common shares will be purchased for participants?
The number of shares to be purchased depends on the amount of the
participant's dividend or optional cash payments, or both, and the price of
the Common Stock. The participant's account will be credited with a number
of shares, including fractions computed to four decimal places, equal to the
total amount invested divided by the purchase price. Thus, the shares
purchased for a participant under the Plan will be held separately from the
shares of Common Stock which the participant purchases (or has previously
purchased) outside the Plan and holds in his or her own name. A participant
may not specify the number of shares to be purchased or the price at which
shares are to be purchased, or otherwise seek to restrict or control
purchases made pursuant to the Plan.
13. When shall purchases of common shares be made?
Purchases of common shares from the Company, and the transfer of
shares to participants' accounts under the Plan, shall be made as of the
close of business on the relevant Dividend Investment Date. Dividend and
voting rights normally will commence on the day after the Dividend
Investment Date.
No interest will be paid by the Company or the Agent on cash dividends
held under the Plan.
Optional Cash Payments and Initial Investments
14. How do optional cash payments and initial investments work?
On each Dividend Investment Date, the Agent will invest optional cash
payments, if any, received from the participant, and initial cash
investments received from Customers and Employees, on or before the fifth
business day prior to the preceding Dividend Record Date, by purchasing
shares of Common Stock to be credited to the participant's account.
However, the Agent in its discretion may accept an optional cash investment
or initial cash investment received after such fifth business day, and not
later than the fifth business day after the Dividend Investment Date, and
apply it as of that Dividend Investment Date. Optional cash payments re-
ceived from participants, and initial investments received from Customers
and Employees, after the fifth business day prior to the Dividend Record
Date, and not invested on or as of the next Dividend Investment Date, will
be held by the Agent and will be invested on the second succeeding Dividend
Investment Date. NO INTEREST WILL BE PAID BY THE COMPANY OR THE AGENT ON
OPTIONAL CASH PAYMENTS OR INITIAL INVESTMENTS.
Each optional cash payment must be at least $100, and each initial
cash investment must be at least $500. No initial cash investment may
exceed $3,000, and optional cash payments may not exceed $3,000 in any
quarter.
15. How are optional cash payments and initial investments made?
More than one optional cash payment may be made in each quarter, but
the aggregate of such payments may not be more than $3,000 in any calendar
quarter. Any amount in excess of $3,000 will be returned to the
participant. For purposes of this limitation, at the Agent's discretion,
all Plan accounts under common control or management may be aggregated and
deemed to be one account. The Agent will purchase as many whole shares and
fractional shares (computed to four decimal places) of Common Stock as can
be purchased with the amount submitted.
An optional cash investment may be made by a participant and an
initial investment may be made by a Customer or Employee when enrolling, by
personal check or money order payable in U.S. dollars to the Agent. Checks
must be drawn against U.S. banks. Optional cash payments must be mailed to
the Agent at the address set forth in Question 4. CASH PAYMENTS FORWARDED
TO ANY OTHER ADDRESS DO NOT CONSTITUTE VALID DELIVERY. Cash payments
constituting an initial investment shall be accompanied by an Authorization
Form. Thereafter, optional cash investments may be made only through the
use of Cash Invest-ment Forms which are attached to those statements of
account sent to participants periodically by the Agent. The same amount of
money need not be invested each time and there is no obligation to make any
optional cash payments. However, each optional cash payment must be at
least $100. No optional cash investments may be made by participants who do
not have dividends reinvested under the Plan.
In the event that any check is returned unpaid for any reason, the
Agent will consider the request for investment of such funds void and
without effect and will immediately remove from the participant's account
any shares purchased upon the prior credit of such funds. The Agent may
then sell such shares to satisfy any uncollected amounts. If the net
proceeds of the sale of such shares are insufficient to satisfy the balance
of the uncollected amounts, the Agent will be entitled to sell additional
shares from the participant's account to satisfy the uncollected balance.
16. Will shares acquired through optional cash payments and initial
investments be subject to automatic dividend reinvestment?
Yes. All dividends paid on shares acquired through optional cash
payments and initial investments, so long as the shares are held in the
participant's Plan account, will be automatically reinvested in shares of
Common Stock. If certificates for shares acquired through optional cash
payments or initial investment by Customers and Employees are issued to the
participant, the dividends paid on such shares will continue to be
reinvested unless the participant elects to have them paid in cash by
submitting a new Authorization Form to the Agent.
Reports to Participants
17. How will participants be advised of their purchase of shares?
A participant will receive a quarterly statement of his or her account
as soon as practicable after each Dividend Investment Date. These
statements are a participant's continuing record of the cost of his or her
purchases and should be retained for tax purposes. In addition, each par-
ticipant will receive a prospectus relating to the Plan, and copies of the
same communications sent to every other shareholder, including the Company's
quarterly reports, annual report, notice of shareholders' meeting and proxy
statement, and income tax information for reporting dividends paid by the
Company.
Dividends on Shares held under the Plan
18. Will participants be credited with dividends on shares held in their
accounts under the Plan?
Yes. The Company pays dividends, as declared, to the record holders
of all its shares. As the record holder for participants, the Agent will be
entitled to receive dividends for all shares credited to participants'
accounts on the record date. The Agent will credit such dividends to
participants on the basis of full and fractional shares held in their
accounts. All cash dividends on shares held under the Plan shall
automatically be reinvested in additional shares of common stock under the
Plan at the 5% discount as set forth in Question 11 above.
19. Will dividends be paid on Common Stock purchased on a Dividend
Investment Date?
No. The Dividend Investment Dates are the Company's dividend payment
dates which normally are the 15th day of February, May, August and November.
To receive the dividend, a person must be a stockholder of record on the
record date for a dividend as set by the Board of Directors (normally on or
around the 1st day of February, May, August and November) so as to allow a
sufficient time for the Company to process dividend payments. Therefore,
the participant would not be entitled to any dividend payment, with respect
to the Common Stock purchased on the Dividend Investment Date, until the
next Dividend Investment Date.
Certificates for Shares
20. Will share certificates be issued for common shares purchased?
Normally, certificates for common shares purchased under the Plan will
not be issued to participants. The number of shares credited to an account
under the Plan will be shown on the participant's statements of account.
This additional service protects against loss, theft or destruction of stock
certificates.
Certificates for any number of shares up to the number of whole shares
credited to an account under the Plan will be issued upon written request of
a participant even though such participant wishes to remain in the Plan.
This request should be mailed to the Agent as follows: First National Bank
of Boston, P.O. Box 644, Mail Stop 45-02-09, Boston, MA 02105-0644.
Withdrawal of shares in certificate form does not, of itself, affect the
participant's participation in the Plan. Any remaining whole shares for
which certificates have not been requested and fractional share will
continue to be credited to the participant's account. In addition, share
certificates will be issued, in accordance with the answer to Question 24,
to participants who withdraw from the Plan.
Shares credited to the account of a participant under the Plan may not
be pledged or assigned while held in the Plan, and any such pledge or
assignment will be void. A participant who wishes to pledge or assign such
shares must request that certificates for such shares be issued in his name.
Certificates for fractional shares will not be issued under any
circumstance.
21. In whose name will accounts be maintained and certificates registered
when issued?
Accounts for Shareholder participants will be maintained by the Agent
in the name or names in which the participant's certificates for shares of
Common Stock were registered as shown at the time the participant entered
the Plan. Accounts for Customer and Employee participants will be
maintained in the name or names designated on the Authorization Form when
such Customer or Employee enrolled in the Plan. When issued, certificates
for shares will be similarly registered.
Upon written request, certificates also can be registered and issued
in names other than the account name subject to compliance with any
applicable laws and the payment by the participant of any applicable taxes,
provided that the request bears an authorized signature and the signature is
guaranteed by a commercial bank or trust company or by a member of the
National Associa-tion of Securities Dealers, Inc.
Changing Type of Participation; Withdrawal from Participation
22. How does a participant change his or her type of participation?
A participant may change the type of his or her participation in the
Plan at any time by completing an Authorization Form and returning it to the
Agent at the address set forth in Question 4 above. An Authorization Form
and postage paid envelope may be obtained as stated in the answer to
Question 6 above. The amount of dividends to be reinvested as of the next
Dividend Investment Date shall be in accordance with such later-dated
Authorization Form if it is received by the Company on or before the fifth
business day preceding a Dividend Record Date, but shall be the amount
indicated in the original Authorization Form if it is received after such
date; provided, however, the Agent in its discretion may accept such a
later-dated Authorization Form received after the fifth business day
preceding a Dividend Record Date, and not later than the fifth business day
after the Dividend Investment Date for such dividend.
23. May a participant withdraw from the Plan?
Yes. The Plan is entirely voluntary and a participant may withdraw at
any time. However, a withdrawal from the Plan does not mean that you will
receive money for the stock already purchased under the Plan. As set forth
in the answer to Question 24 below, upon withdrawal from the Plan the
participant will receive certificates for any whole shares credited to the
participant's account under the Plan, together with a cash payment for any
fractional share so purchased. The Company does not assure that there will
be an active market for said shares or that the market will yield a value
which, together with said fractional share cash payment, is equal to the
amount the participant paid for such shares and fractional share interest.
See also Question 29 ("Who do I call if I want to sell my stock?").
24. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must provide the
Agent with written notice that he or she intends to withdraw. Written
notice should be addressed to the Agent at the address set forth in Question
4 above. When a participant withdraws from the Plan or upon termination of
the Plan by the Company, certificates for whole shares credited to the
participant's account under the Plan will be issued and a cash payment will
be made for any fraction of a share. The value of such share certificates
and cash payment received in lieu of fractional share interest may be
greater than, equal to, or less than the amount the participant paid for
such shares and fractional share interest.
If the notice of withdrawal is received by the Company on or after the
Dividend Record Date for the next dividend to be paid by the Company, but
before the Dividend Investment Date upon which such dividend is to be paid,
it shall not be effective until after the Dividend Investment Date and the
dividend paid on that Dividend Investment Date will be reinvested and
credited to the participant's account in accordance with participant's
previous instructions under the Plan. After the withdrawal becomes
effective, any dividends will be paid in cash to the participant. A
shareholder may elect to re-enroll in the Plan at any time. If the notice
of withdrawal from the Plan is received by the Agent prior to the Dividend
Record Date for the next dividend to be paid by the Company, dividends
payable on the next succeeding Dividend Investment Date and all subsequent
dividends will be paid in cash to the Shareholder unless he or she re-
enrolls in the Plan pursuant to the procedures outlined in Question 6 and 7.
If written notice of withdrawal is received by the Agent after a
Dividend Record Date and at least five business days prior to the next
Dividend Investment Date, any optional cash payments received prior to
receipt of such notice will be returned to the participant. If such written
notice of withdrawal is received by the Agent after a Dividend Record Date
but less than five business days prior to the next Dividend Investment Date,
any optional cash payments received prior to receipt of such notice will be
invested for the participant's account on the next succeeding Dividend
Investment Date.
25. May a participant discontinue dividend reinvestment on shares held
outside his or her Plan account without withdrawing from the Plan?
Yes, so long as at least one whole share is held through the Plan, a
participant who wishes to discontinue the automatic reinvestment of the
dividends on the shares held outside the Plan account may do so, without
withdrawing from the Plan, by filing a new Authorization Form to change the
type of his or her participation. However, the dividends on the shares held
in the Plan account will continue to be reinvested.
26. May the Company terminate participation by a Plan participant?
If a participant does not own at least one whole share held through
the Plan, the participant's participation in the Plan will be terminated.
The Company may also terminate any participant's participation in the Plan
after written notice in advance mailed to such participant at the address
appearing on the Agent's records.
27. What happens when a participant sells or transfers some or all of the
shares registered in his or her name?
If a participant disposes of some or all shares of the Company's
Common Stock registered in his or her name (as opposed to shares held
through the Plan), that transfer will not affect participation in the Plan;
however, as explained above, if less than one whole share is held in the
Plan account, the participant will receive a cash payment for the fractional
share, and the Plan account will be closed. As long as at least one whole
share is held in the Plan account, the Agent will continue to reinvest the
dividends on the shares credited to the participant's account under the Plan
until notified by such participant that he or she wishes to withdraw from
the Plan. Participants who desire to dispose of all shares credited to
their account under the Plan first must withdraw from the Plan as described
in Question 24 above. For information regarding the trading market in the
Company's common stock, please refer to (1) "Market and Dividend
Information" within the Company's most recent Annual Report to
Shareholders", (2) "RISK FACTORS - Limited Public Market for Trading of
Common Stock, and - Earnings Dilution", and (3) "THE PLAN - Question 29,
"Who do I call if I want to sell my stock?" .
28. What happens to the whole shares and fractions of a share when a
participant withdraws from the Plan?
When a participant withdraws from the Plan, a certificate for his or
her whole shares and a cash adjustment representing any fraction of a share
will be mailed directly to the participant at the address indicated by the
participant's written notice, if one is so indicated; otherwise to the
address then appearing in the Agent's records. The fractional share cash
payment will be based on the closing bid price of the Company's common stock
as quoted through the NASDAQ National Market System for the business day on
which the withdrawal request is received by the Company, or if there is no
such quotation for such day, then for the next-following day for which there
is such a quotation.
29. Who do I call if I want to sell my stock?
Participants in the Plan who desire to sell shares of stock received
upon withdrawal from the Plan should follow the normal procedures utilized
to sell securities. Participants may call their usual stock broker, who in
turn will likely contact the "market makers" in the Company's Common Stock
to determine the prevailing "bid and ask" prices for such stock. Presently,
there are three "market makers" for the Company's Common Stock: Tucker
Anthony, Inc., The Chicago Cor-poration and Monroe Securities. Making a
market involves maintaining bid and ask quotations and being able, as
principal, to effect transactions in reasonable quantities at those quoted
prices, subject to various securities laws and other regulatory
requirements. Tucker Anthony, Inc. is located at, among other places, One
Beacon Street, Boston, Massachusetts 02108, telephone # (800) 548-3759; The
Chicago Corporation is located at, among other places, 208 South LaSalle
Street, Chicago, Illinois 60604, telephone # (312) 855-7600; and Monroe
Securities is located at, among other places, 47 State Street, Rochester,
New York 14614, telephone # (800) 766-5560.
Other Information
30. If the Company sells additional common shares through a rights
offering, how will the rights on Plan shares be handled?
In a rights offering, a participant will receive rights with respect
to (i) any shares held of record by him or her, and (ii) whole shares
credited to the participant's account under the Plan. Any rights based on a
fraction of a share held in a participant's account will be sold by the
Agent, if transferable, and the net proceeds will be invested in the same
manner as an optional cash payment as of the next Dividend Investment Date.
31. What happens if the Company declares a stock split or stock dividend?
Any split shares or stock dividend shares distributed by the Company
on shares credited to the account of a participant under the Plan will be
added to the participant's account.
32. How will a participant's shares held under the Plan be voted at
meetings of shareholders?
Each participant will receive a single proxy card covering those whole
shares of Common Stock credited to his or her account under the Plan and
those shares registered in the participant's name that are not within the
Plan. If the proxy card is returned properly signed and marked for voting,
all of the shares will be voted as marked. Alternatively, the total number
of whole shares held may be voted in person at stockholders' meetings.
If a proxy card is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with respect
to any items, all of the participant's shares will be voted (to the extent
legally permissible) in accordance with the recommendations of the Board of
Directors of the Company. This procedure is consistent with the actions
taken with respect to shareholders who are not participating in the Plan and
who return properly signed proxy cards and do not provide voting
instructions. If the proxy card is not returned, or if it is returned
unsigned or improperly signed, none of the participant's shares covered by
such proxy card will be voted unless the participant or his or her duly
appointed representative votes in person at the meeting.
33. What are the Federal Income Tax Consequences of Participation in the
Plan?
Reinvestment of dividends does not relieve a participant of the
liability for any income tax which may be payable on such dividends. A
participant reinvesting dividends will be treated for Federal income tax
purposes as having received, on the Dividend Investment Date, a dividend
equal to the then fair market value of the shares purchased with such
reinvested dividends plus any tax withheld prior to investment, even though
such amount is not actually received in cash. The fair market value will be
the average of the high and low bid prices of such Common Stock on the
Dividend Investment Date as quoted through the NASDAQ National Market
System, and not the five day average used to calculate the purchase price
under the Plan.
The cost basis for Federal income tax purposes of any shares acquired
with reinvested dividends will be equal to the fair market value of such
shares as of the applicable Dividend Investment Date. The basis of shares
which are purchased with an initial investment or optional cash payments
will be equal to the purchase price of such shares.
A participant will not realize any taxable income when he or she
receives certificates for whole shares credited to his or her account under
the Plan. However, a participant who, upon with-drawal, receives the
proceeds from the sale of a fractional share credited to his or her account
may realize a gain or loss with respect to such fraction. Gain or loss may
also be realized by the participant when whole shares are sold subsequent to
withdrawal from the Plan (see Question 24). The amount of such gain or loss
will be the difference between the amount realized by the participant and
such participant's tax basis for the shares sold. The amount realized by a
participant will be the gross proceeds less brokerage fees and commissions
and any transfer taxes paid by the participant. Subject to limitations
contained in the Internal Revenue Code, the administrative fees and charges
incurred by participants upon the sale of shares may be deductible by
participants who itemize deductions.
If such a sale is made within one year of acquisition, any gain (or
loss) may be taxed as short-term capital gain (or loss). If the sale is
made after one year, the gain (or loss) may be taxed as a long-term capital
gain (or loss). The holding period for shares acquired pursuant to the Plan
will begin on the day following the purchase of such shares.
In the case of participants (including foreign stockholders) who elect
to have their dividends reinvested and whose dividends are subject to United
States income tax or backup withholding, the amount required to be withheld
will be deducted from the dividends payable to such participants, and the
remaining amount will be applied to the purchase of shares of Common Stock
under the Plan. The filing of any documentation required to obtain an
exemption from, or a reduction in, United States withholding tax is the
responsibility of the participant.
The Company believes the foregoing is an accurate summary of the
Federal tax consequences of participation in the Plan as of the date of this
Prospectus. This summary may not reflect every possible situation that
could result from participation in the Plan. THEREFORE, EACH PARTICIPANT IS
URGED TO CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE THE PARTICULAR
FEDERAL, STATE AND LOCAL TAX CONSEQUENCES RESULTING FROM PARTICIPATION IN
THE PLAN AND THE SUBSEQUENT DISPOSAL OF SHARES PURCHASED PURSUANT TO THE
PLAN. If you do not reside in the United States, your income tax
consequences will vary from jurisdiction to jurisdiction. In addition, the
foregoing rules may not be applicable to certain participants in the Plan,
such as tax-exempt entities (e.g., pension funds and IRAs).
34. What is the responsibility of the Company and the Agent under the Plan?
The Company and the Agent in administering the Plan will not be liable
for any act done in good faith or for any omission to act unless done (or
omitted) in bad faith or due to gross negligence including, without
limitation, any claim or liability arising with respect to the prices at
which shares are purchased or sold for the participant's account and the
times when such purchases or sales are made, or with respect to any
fluctuation in the market value before or after purchase of sale or shares,
or with respect to the tax treatment of dividends reinvested under the Plan.
The participant should recognize that the Company cannot assure him or
her of a profit or protect him or her against a loss on the shares purchased
or sold under the Plan.
35. May the Plan be changed or discontinued?
Notwithstanding any other provision of the Plan, the Board of
Directors of the Company may modify, amend, supersede, suspend or terminate
the Plan at any time, including the period between a Dividend Record Date
and a Dividend Investment Date. The Board of Directors may increase the
number of shares which may be issued by the Company under the Plan. Notice
of any material amendment or modification, or any superseding, suspension or
termination of the Plan, will be mailed to all participants. No such event
will affect any shares then credited to a participant's account, except that
upon any whole or partial termination of the Plan, certificates for whole
shares credited to a participant's account under the Plan will be issued to
the participant and a cash payment will be made for any fraction of a share.
36. Who interprets and regulates the Plan?
The terms of the Plan and its operation shall be governed by and
construed in accordance with the laws of the State of New Hampshire. The
Company reserves the sole right, in its sole discretion, to interpret and
regulate the Plan as may be necessary or desirable in connection with the
operation of the Plan. If it appears to the Company that any participant is
using or contemplating the use of the Plan in a manner or with an effect
that, in the sole judgment and discretion of the Company, is not in the best
interests of the Company or its other stockholders, then the Company may
decline to issue all or any portion of the shares of Common Stock for which
any payment by or on behalf of such participant is tendered. Such payment
(or the portion thereof not to be invested in shares of Common Stock) will
be returned by the Company as promptly as practicable, without interest.
Under such circumstances, the Company may also act to terminate
participation by such participant.
37. How may Shareholders, Customers and Employees obtain answers to other
questions regarding the Plan?
Any additional questions should be addressed to:
The First National Bank of Boston
Investor Relations Department
P.O. Box 644
Mail Stop 45-02-09
Boston, Massachusetts 02105-0644
Telephone No. 1-800-736-3001
or
Pennichuck Corporation
Four Water Street
P. O. Box 448
Nashua, New Hampshire 03061
Attention: Shareholder Relations
Telephone No. (603) 882-5191
USE OF PROCEEDS
The Company has no basis for precisely estimating the number of shares
of Common Stock that may ultimately be sold under the Plan, or the prices at
which the shares will be sold. The net proceeds from the purchase of Common
Stock directly from the Company under the Plan will be added to the
Company's general funds. These funds will be used for capital expenditures
for extensions, additions and improvements to the utility plant and
properties of the Company's subsidiaries, for the payment of obligations of
the Company or its subsidiaries incurred for such expenditures, for
potential acquisitions, and for other general corporate purposes. There is
no minimum number of shares of Common Stock that must be sold under the Plan
before the proceeds of any sale under the Plan is made available to the
Company; therefore, there is no assurance that any of the above-intended
purposes will be realized.
VALIDITY OF SHARES
The legality under New Hampshire law of the shares of Common Stock of
the Company offered hereby has been passed upon by Gallagher, Callahan &
Gartrell, P.A., 214 North Main Street, Concord, New Hampshire 03301.
EXPERTS
The consolidated financial statements and schedules of the Company and
its subsidiaries which are incorporated herein by reference to the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1995, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their reports with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
INDEMNIFICATION
Under provisions of the Company's Bylaws, any person made a party to
any lawsuit or proceeding by reason of being a director, officer or employee
of the Company may be indemnified by the Company against the reasonable
expenses, including attorneys' fees, judgments and fines paid or incurred in
connection with the defense of such lawsuit or proceeding, including the
cost of court-approved settlements, provided that such person shall have
acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Company and, where criminal liability
is charged, had no reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, the Company has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable.
PENNICHUCK CORPORATION
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
Common Stock
PROSPECTUS
Dated February 1, 1997
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized list of the estimated expenses to be
incurred in connection with the offering of securities hereunder, including
estimated expenses incurred with respect to filing of Post-Effective Amendment
No. 1 to the Company's Registration Statement on Form S-3 (No. 33-98188).
<TABLE>
<S> <C>
Registration Fee $ 612
Printing 47,988
Legal Fees and Expenses 35,085
Blue Sky Fees and Expenses 1,500
Accountants' Fees and Expenses 1,500
-------
TOTAL $86,685
=======
</TABLE>
________________
Item 15. Indemnification of Directors and Officers
Incorporated by reference to Item 15 of Part II of the Company's
Registration Statement on Form S-3 (No. 33-69494).
Item 16. Exhibits
Exhibit
Number Description of Exhibit
- - ------- ----------------------
3.1 Restated Articles of Incorporation of
Pennichuck Corporation (Filed as
Exhibit 3.1 to the Company's 1990
Form 10-K Report and incorporated
herein by reference)
3.2 Articles of Amendment to the Articles
of Incorporation of Pennichuck
Corporation (Filed as Exhibit 3.2 to
the Company's 1994 Form 10-KSB Report
and incorporated herein by reference)
3.3 Amended and Restated Bylaws of Pennichuck
Corporation (Filed as Exhibit 3.3 to
the Company's 1995 second quarter
Form 10-QSB Report and incorporated
herein by reference)
4.1 Dividend Reinvestment and Common
Stock Purchase Plan, as amended
5.1 Opinion of Gallagher, Callahan &
Gartrell, P.A. with respect to
legality (Filed as Exhibit 5.1 to the
Company's Registration Statement
on Form S-3, No. 33-98188, and incorporated
herein by reference)
23.1 Consent of Gallagher, Callahan &
Gartrell, P.A. (included in their
opinion filed as Exhibit 5.1 to the
Company's Registration Statement
on Form S-3, No. 33-98188, and incorporated
herein by reference)
23.2 Consent of Arthur Andersen LLP
99.1 Letter to shareholders of
Pennichuck Corporation (Filed as
Exhibit 99.1 to the Company's
Registration Statement
on Form S-3, No. 33-98188, and
incorporated herein by reference)
99.2 Letter to customers of Pennichuck
Water Works, Inc. describing the Plan
(Filed as Exhibit 99.2 to the
Company's Registration Statement
on Form S-3, No. 33-98188, and
incorporated herein by reference)
99.3 Letter to resident employees of
Pennichuck Corporation describing
the Plan (Filed as Exhibit 99.3
to the Company's Registration
Statement on Form S-3, No. 33-98188, and
incorporated herein by reference)
99.4 Brochure describing the Plan (Filed
as Exhibit 99.4 to the Company's
Registration Statement on Form S-3,
No. 33-98188, and incorporated
herein by reference)
99.5 Plan Authorization Form, as amended
Item 17. Undertakings
The undersigned registrant hereby agrees:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b)if, in the aggregate, the
changes in the volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change in such
information in the registration statement;
provided, however, that (a)(i) and (a)(ii) will not apply if the
information required to be included in a post-effective amendment
thereby is contained in periodic reports filed pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement;
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering hereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(e) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement No. 33-98188 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Nashua, State of New Hampshire on March 7, 1997.
PENNICHUCK CORPORATION
(Registrant)
By: /s/ Charles J. Staab
Name: Charles J. Staab
Title: Vice President,
Treasurer and
Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Registration Statement No. 33-98188 has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
- - --------- ----- ----
/s/ Maurice L. Arel President, Chief March 7, 1997
Maurice L. Arel Executive Officer and
Director
(Principal Executive
Officer)
/s/ Stephen J. Densberger Executive Vice March 7, 1997
Stephen J. Densberger President and Director
/s/ Charles J. Staab Vice President, March 7, 1997
Charles J. Staab Treasurer, Chief
Financial Officer
and Director
(Principal Financial
Officer)
/s/ Bonalyn J. Hartley Vice President, March 7, 1997
Bonalyn J. Hartley Controller and Chief
Accounting Officer
(Principal Accounting
Officer)
/s/ Joseph A. Bellavance Director March 7, 1997
Joseph A. Bellavance
/s/ Frank B. Clancy Director March 7, 1997
Frank B. Clancy
/s/ Charles E. Clough Director March 7, 1997
Charles E. Clough
/s/ Hannah M. McCarthy Director March 7, 1997
Hannah M. McCarthy
/s/ Robert P. Keller Director March 7, 1997
Robert P. Keller
___________________________ Director March 7, 1997
Davis P. Thurber
EXHIBIT 4.1
THE PLAN
The text of the Dividend Reinvestment and Common Stock Purchase Plan
("Plan") of Pennichuck Corporation ("Company") is set forth below in its
entirety. The Plan is written in a simple question and answer format.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of the
Company's common stock, par value $1.00 per share ("Common Stock") and
customers and employees of Pennichuck who reside in New Hampshire, with a
convenient and economical method of investing cash dividends in additional
shares of the Company's Common Stock, or investing cash dividends and also
making optional cash purchases of additional shares of Common Stock, without
payment of any brokerage commission or service charge. When Common Stock is
purchased, the Company will receive additional equity funds which will be
made available to its subsidiaries for capital expenditures for extensions,
additions and improvements to utility plant or real estate holdings, or
applied toward payment of indebtedness of the Company or its subsidiaries
incurred for such expenditures or used for potential acquisitions or for the
Company's other corporate purposes.
Advantages and Risks
2. What are the advantages of the Plan?
a) Shares may be acquired through the reinvestment of dividends at a
5% discount from the Fair Market Value of such shares as more fully
explained in Question 11 below.
b) Participants may, in addition, invest quarterly in additional
shares of Common Stock by making optional cash payments of at least $100 and
not exceeding $3,000. The purchase price of the shares purchased with
optional cash payments pursuant to the Plan will be 100% of such Fair Market
Value. Optional cash payments may be made by check or money order, as more
fully explained in Question 15 below.
c) Residential customers of Pennichuck, including all members of
households served by Pennichuck, and full-time employees of Pennichuck,
residing in New Hampshire who do not
presently own shares of Common Stock may become participants by making an
initial cash investment of at least $500, but not more than $3,000, to
purchase shares under the Plan, also at 100% of such Fair Market Value.
d) No commission or service charge is paid by participants in
connection with purchases under the Plan.
e) Full investment of dividends is possible under the Plan because
the Plan permits fractions of shares, as well as full shares, to be credited
to participants' accounts. In addition, dividends on fractions of shares,
as well as full shares, in participants' accounts will be credited to such
accounts.
f) The Plan provides for simplified record keeping and regular
statements of accounts for shares credited to participants' accounts under
the Plan.
g) The Plan also provides, at no cost to participants, for the
safekeeping of participants' stock certificates for shares credited under
the Plan.
3. Does participation in the Plan involve any risk?
The risk to shareholders, customers and employees who participate in
the Plan is the same as with any other investment in shares of Common Stock
of the Company. It should be recognized that a participant, customer or
employee who purchases Common Stock under the Plan loses any advantage
otherwise available from being able to select the timing of his or her
investment. It should also be recognized that, like any investment, the
Company cannot assure the participant, a customer or an employee of a profit
or dividend, or protect the participant, customer or employee against a loss
on the shares purchased under the Plan. See "RISK FACTORS".
Administration
4. Who administers the Plan?
The First National Bank of Boston (the "Agent") has been designated by
the Company as the agent to administer the Plan for participants, to
purchase and hold shares of Common Stock acquired through the Plan, to
maintain records, to send statements of account to participants and to
perform other duties relating to the Plan. The Company and the Agent are
not affiliated. The Agent does not make a market in the Common Stock; it
will not buy or facilitate the purchase of shares of Common Stock from a
participant in the Plan.
Shares purchased for a participant will be held by or through the
Agent until termination of participation in the Plan or until a written
request is received from the participant for withdrawal of all or part of
such participant's shares. Shares purchased under the Plan and held by the
Agent will be registered in its name or the name of one of its nominees.
The Company may replace the Agent at any time. In the event that the Agent
should cease to administer the Plan, the Company will make such other
arrangements as it deems appropriate for the administration
of the Plan.
All initial investments and optional cash payments should be sent to
the Agent as follows:
THE FIRST NATIONAL BANK OF BOSTON
P.O. BOX 1681
BOSTON, MASSACHUSETTS 02105-1681
Any questions or other correspondence concerning the Plan should be
addressed to the Agent as follows:
THE FIRST NATIONAL BANK OF BOSTON
INVESTOR RELATIONS DEPARTMENT
P.O. BOX 644
MAIL STOP 45-02-09
BOSTON, MASSACHUSETTS 02105-0644
TELEPHONE NO. 1-800-736-3001
Participation
5. Who is eligible to participate?
(a) Shareholders. All holders of record of Common Stock of the
Company (referred to herein as "Shareholders") are eligible to participate
in the Plan. Beneficial owners of Common Stock whose shares are registered
in names other than their own (i.e. in the name of a broker or bank nominee)
must arrange with the shareholder of record for participation. If for any
reason a beneficial owner is unable to arrange participation with his or her
broker or bank nominee, he or she must become a record holder by having the
shares transferred to his or her own name.
(b) Customers. All residential customers of Pennichuck are eligible
to participate in the Plan, as well as all members of households served by
Pennichuck. Water consumers in the franchise territory served by Pennichuck
who are not customers, such as renters and condominium owners, may
participate in the Plan, except that groups of individuals such as tenant
associations are not eligible to participate. All customer participants
must reside in New Hampshire. Business customers of Pennichuck are not
eligible to participate. Customers who are eligible to participate in the
Plan are herein referred to as "Customers".
(c) Employees. All full-time employees of Pennichuck who reside in
New Hampshire (referred to herein as "Employees") are eligible to
participate in the Plan.
A Customer or Employee may participate in his or her own name, in the
joint name of the Customer or Employee and another person, or in his or her
name as custodian or trustee for another person, by marking the
Authorization Form in the appropriate manner.
6. How does an eligible Shareholder, Customer or Employee participate?
A Shareholder, Customer or Employee may join the Plan by checking the
appropriate box on the enclosed Authorization Form and signing and returning
it to the Agent. A postage-paid, pre-addressed envelope is provided for this
purpose. An additional Authorization Form may be obtained at any time by
telephone or written request to the Agent at the above telephone number or
address, or to the Company at (603) 882-5191 or P.O. Box 448, Nashua, New
Hampshire 03061, Attention: Shareholder Relations. Those Shareholders who
do not wish to participate in the Plan will continue to receive cash
dividends at such times as dividends are paid to all Shareholders.
In order for Shareholders to participate in the Plan, the
Authorization Form and any written notification of other instructions must
be signed by or on behalf of all owners of record of the relevant shares.
When such shares are held in more than one name (i.e. joint tenants, co-
trustees, etc.), all registered holders must sign. When an Authorization
Form or written notification is signed by an executor, administrator,
trustee or guardian, or as attorney, the capacity in which the Authorization
Form or notification is signed must be specified. An Authorization Form or
written notification by a shareholder which is a corporation or other
organization should be signed by an authorized officer or other official,
identified as such.
A Customer or Employee need not be a registered holder of Common Stock
but, by executing the Authorization Form, agrees to have at least $500 of
Common Stock purchased on his or her behalf on the next Dividend Investment
Date (as defined under Question 8) at a price equal to 100% of the Fair
Market Value, and must acknowledge that he or she is a New Hampshire
resident. Each Authorization Form for a Customer or Employee who is not a
registered stockholder must be accompanied by a check for at least $500, but
not more than $3,000.
A participant must furnish his or her Federal tax identification
number to the Agent when opening a Plan Account. A participant
automatically continues in the Plan unless he or she notifies the Agent in
writing that he or she wishes to withdraw. (See Question 24). A
participant who ceases to be a Customer or Employee of Pennichuck may
continue to participate in the Plan as long as at least one whole share of
Common Stock is registered in the participant's name or held through the
Plan. See Question 26 for information concerning termination by the Company
of participation by a participant. Current participants do not need to
complete and return a new Authorization Form unless they wish to change
their type of participation.
7. What does the Authorization Form provide?
By means of the Authorization Form a participant may participate in
the Plan by exercising one of the following options:
a) By checking the "Full Dividend Reinvestment" box, a
participant directs the Agent (i) to invest, in additional shares of
Common Stock to be credited to the shareholder's account, all of the
cash dividends on all Common Stock registered in his or her name as
well as on all of the shares credited to his or her account under the
Plan, and (ii) to invest any optional cash payments (from $100 to
$3,000 per quarter) which the participant chooses to make from time to
time.
b) By checking the "Partial Dividend Reinvestment" box and
designating in the appropriate space the percentage of cash dividends
(50%, 60%, 70%, 80% or 90%), a par-ticipant directs the Agent (i) to
invest such percentage of cash dividends on Common Stock registered in
his or her name, as well as all cash dividends on the shares credited
to his or her account under the Plan, in additional shares of Common
Stock to be credited to his or her account, in which case the cash
dividends on the remaining number of shares of Common Stock (50%, 40%,
30%, 20% or 10%) registered in his or her name will continue to be
sent by check to the participant in the usual manner, and (ii) to
invest any optional cash payments (from $100 to $3,000 per quarter)
which the participant chooses to make from time to time.
If a signed Authorization Form is returned to the Company without one
of the boxes checked, the shareholder will be enrolled under the "Full
Dividend Reinvestment" option. If a signed Authorization Form is returned
to the Company with the "Partial Dividend Reinvestment"
box checked but without designating the percentage of cash dividends, the
form will be returned to the shareholder for completion.
A Customer or Employee who desires to participate in the Plan must
direct the Agent to purchase shares of Common Stock with an initial
investment of at least $500, but not more than
$3,000, enclosed with the Authorization Form. Customers or Employees should
also select the full or partial reinvestment option.
A Shareholder, Customer or Employee may not participate in the Plan
solely with respect to optional cash payments. At least 50% of dividends on
shares registered in the participant's name, and all dividends on shares
credited to a participant's account, must be reinvested under the Plan.
No matter which of the above options is chosen, all shares purchased
under the Plan and held in the Plan account will be subject to automatic
dividend reinvestment, and the dividends on all such shares will
automatically be reinvested in Common Stock at a price equal to 95% of the
Fair Market Value of the Common Stock as more fully explained in Question 11
below.
8. When may a Shareholder, Customer or Employee join the Plan?
Shareholders, Customers, and Employees may join the Plan as of any
Dividend Investment Date. Dividends on the Common Stock have historically
been paid by the Company on or about the 15th day of February, May, August
and November. The record date, from which entitlement to common dividends
is determined, is generally from ten to twenty days preceding the payment
date (the "Dividend Record Date"). The Dividend Investment Date will be the
same date as the dividend payment date fixed by the Board of Directors of
the Company. If the Authorization Form is received by the Agent on or prior
to the fifth business day prior to a Dividend Record Date, the participant
will be enrolled in the Plan as of the next Dividend Investment Date. If
the Authorization Form is received by the Agent after the fifth business day
preceding a Dividend Record Date, the reinvestment of dividends, and the
making of optional cash investments, will not begin until the second
succeeding Dividend Record Date unless the Authorization Form is received
after the fifth business day preceding a Dividend Record Date and not later
than the fifth business day after the Dividend Investment Date and the Agent
in its discretion determines to enroll the person as of such Dividend
Investment Date.
Costs
9. Are there any expenses to participants in connection with purchases
under the Plan?
No. All costs of administration of the Plan are to be paid by the
Company. There will be no service charges. There will be no brokerage
commissions when shares are purchased under the Plan.
Purchases
10. What is the source of shares purchased under the Plan?
Shares may be purchased under the Plan directly from the Company's
authorized but unissued common shares, from the Company's treasury shares or
from a combination of the foregoing.
11. What will be the price of the common shares purchased under the Plan?
The price of the common shares purchased with reinvested dividends
under the Plan will be 95% of the Fair Market Value of the Company's Common
Stock as of the Dividend Investment Date, determined as provided herein.
For purposes of the Plan the Fair Market Value will be the average of the
closing bid prices for the Company's common stock as quoted through the
Nasdaq National Market System for the five trading days immediately
preceding, but not including, the applicable Dividend Investment Date. If
there are such quotations for some but not all of such five trading days,
the average shall be based on those trading days during the five-day period
for which such quotations are available. If there are no quotations with
respect to the Company's Common Stock in the five-day period, the Fair
Market Value shall be determined by the Company on the basis of such market
quotations or other method as the Company deems appropriate. The price of
shares purchased with optional cash payments, and the price of shares
purchased with initial cash payments from Customers and Employees, will be
100% of such Fair Market Value, in each case as of the applicable Dividend
Investment Date.
12. How many common shares will be purchased for participants?
The number of shares to be purchased depends on the amount of the
participant's dividend or optional cash payments, or both, and the price of
the Common Stock. The participant's account will be credited with a number
of shares, including fractions computed to four decimal places, equal to the
total amount invested divided by the purchase price. Thus, the shares
purchased for a participant under the Plan will be held separately from the
shares of Common Stock which the participant purchases (or has previously
purchased) outside the Plan and holds in his or her own name. A participant
may not specify the number of shares to be purchased or the price at which
shares are to be purchased, or otherwise seek to restrict or control
purchases made pursuant to the Plan.
13. When shall purchases of common shares be made?
Purchases of common shares from the Company, and the transfer of
shares to participants' accounts under the Plan, shall be made as of the
close of business on the relevant Dividend Investment Date. Dividend and
voting rights normally will commence on the day after the Dividend
Investment Date.
No interest will be paid by the Company or the Agent on cash dividends
held under the Plan.
Optional Cash Payments and Initial Investments
14. How do optional cash payments and initial investments work?
On each Dividend Investment Date, the Agent will invest optional cash
payments, if any, received from the participant, and initial cash
investments received from Customers and Employees, on or before the fifth
business day prior to the preceding Dividend Record Date, by purchasing
shares of Common Stock to be credited to the participant's account.
However, the Agent in its discretion may accept an optional cash investment
or initial cash investment received after such fifth business day, and not
later than the fifth business day after the Dividend Investment Date, and
apply it as of that Dividend Investment Date. Optional cash payments re-
ceived from participants, and initial investments received from Customers
and Employees, after the fifth business day prior to the Dividend Record
Date, and not invested on or as of the next Dividend Investment Date, will
be held by the Agent and will be invested on the second succeeding Dividend
Investment Date. NO INTEREST WILL BE PAID BY THE COMPANY OR THE AGENT ON
OPTIONAL CASH PAYMENTS OR INITIAL INVESTMENTS.
Each optional cash payment must be at least $100, and each initial
cash investment must be at least $500. No initial cash investment may
exceed $3,000, and optional cash payments may not exceed $3,000 in any
quarter.
15. How are optional cash payments and initial investments made?
More than one optional cash payment may be made in each quarter, but
the aggregate of such payments may not be more than $3,000 in any calendar
quarter. Any amount in excess of $3,000 will be returned to the
participant. For purposes of this limitation, at the Agent's discretion,
all Plan accounts under common control or management may be aggregated and
deemed to be one account. The Agent will purchase as many whole shares and
fractional shares (computed to four decimal places) of Common Stock as can
be purchased with the amount submitted.
An optional cash investment may be made by a participant and an
initial investment may be made by a Customer or Employee when enrolling, by
personal check or money order payable in U.S. dollars to the Agent. Checks
must be drawn against U.S. banks. Optional cash payments must be mailed to
the Agent at the address set forth in Question 4. CASH PAYMENTS FORWARDED
TO ANY OTHER ADDRESS DO NOT CONSTITUTE VALID DELIVERY. Cash payments
constituting an initial investment shall be accompanied by an Authorization
Form. Thereafter, optional cash investments may be made only through the
use of Cash Invest-ment Forms which are attached to those statements of
account sent to participants periodically by the Agent. The same amount of
money need not be invested each time and there is no obligation to make any
optional cash payments. However, each optional cash payment must be at
least $100. No optional cash investments may be made by participants who do
not have dividends reinvested under the Plan.
In the event that any check is returned unpaid for any reason, the
Agent will consider the request for investment of such funds void and
without effect and will immediately remove from the participant's account
any shares purchased upon the prior credit of such funds. The Agent may
then sell such shares to satisfy any uncollected amounts. If the net
proceeds of the sale of such shares are insufficient to satisfy the balance
of the uncollected amounts, the Agent will be entitled to sell additional
shares from the participant's account to satisfy the uncollected balance.
16. Will shares acquired through optional cash payments and initial
investments be subject to automatic dividend reinvestment?
Yes. All dividends paid on shares acquired through optional cash
payments and initial investments, so long as the shares are held in the
participant's Plan account, will be automatically reinvested in shares of
Common Stock. If certificates for shares acquired through optional cash
payments or initial investment by Customers and Employees are issued to the
participant, the dividends paid on such shares will continue to be
reinvested unless the participant elects to have them paid in cash by
submitting a new Authorization Form to the Agent.
Reports to Participants
17. How will participants be advised of their purchase of shares?
A participant will receive a quarterly statement of his or her account
as soon as practicable after each Dividend Investment Date. These
statements are a participant's continuing record of the cost of his or her
purchases and should be retained for tax purposes. In addition, each par-
ticipant will receive a prospectus relating to the Plan, and copies of the
same communications sent to every other shareholder, including the Company's
quarterly reports, annual report, notice of shareholders' meeting and proxy
statement, and income tax information for reporting dividends paid by the
Company.
Dividends on Shares held under the Plan
18. Will participants be credited with dividends on shares held in their
accounts under the Plan?
Yes. The Company pays dividends, as declared, to the record holders
of all its shares. As the record holder for participants, the Agent will be
entitled to receive dividends for all shares credited to participants'
accounts on the record date. The Agent will credit such dividends to
participants on the basis of full and fractional shares held in their
accounts. All cash dividends on shares held under the Plan shall
automatically be reinvested in additional shares of common stock under the
Plan at the 5% discount as set forth in Question 11 above.
19. Will dividends be paid on Common Stock purchased on a Dividend
Investment Date?
No. The Dividend Investment Dates are the Company's dividend payment
dates which normally are the 15th day of February, May, August and November.
To receive the dividend, a person must be a stockholder of record on the
record date for a dividend as set by the Board of Directors (normally on or
around the 1st day of February, May, August and November) so as to allow a
sufficient time for the Company to process dividend payments. Therefore,
the participant would not be entitled to any dividend payment, with respect
to the Common Stock purchased on the Dividend Investment Date, until the
next Dividend Investment Date.
Certificates for Shares
20. Will share certificates be issued for common shares purchased?
Normally, certificates for common shares purchased under the Plan will
not be issued to participants. The number of shares credited to an account
under the Plan will be shown on the participant's statements of account.
This additional service protects against loss, theft or destruction of stock
certificates.
Certificates for any number of shares up to the number of whole shares
credited to an account under the Plan will be issued upon written request of
a participant even though such participant wishes to remain in the Plan.
This request should be mailed to the Agent as follows: First National Bank
of Boston, P.O. Box 644, Mail Stop 45-02-09, Boston, MA 02105-0644.
Withdrawal of shares in certificate form does not, of itself, affect the
participant's participation in the Plan. Any remaining whole shares for
which certificates have not been requested and fractional share will
continue to be credited to the participant's account. In addition, share
certificates will be issued, in accordance with the answer to Question 24,
to participants who withdraw from the Plan.
Shares credited to the account of a participant under the Plan may not
be pledged or assigned while held in the Plan, and any such pledge or
assignment will be void. A participant who wishes to pledge or assign such
shares must request that certificates for such shares be issued in his name.
Certificates for fractional shares will not be issued under any
circumstance.
21. In whose name will accounts be maintained and certificates registered
when issued?
Accounts for Shareholder participants will be maintained by the Agent
in the name or names in which the participant's certificates for shares of
Common Stock were registered as shown at the time the participant entered
the Plan. Accounts for Customer and Employee participants will be
maintained in the name or names designated on the Authorization Form when
such Customer or Employee enrolled in the Plan. When issued, certificates
for shares will be similarly registered.
Upon written request, certificates also can be registered and issued
in names other than the account name subject to compliance with any
applicable laws and the payment by the participant of any applicable taxes,
provided that the request bears an authorized signature and the signature is
guaranteed by a commercial bank or trust company or by a member of the
National Associa-tion of Securities Dealers, Inc.
Changing Type of Participation; Withdrawal from Participation
22. How does a participant change his or her type of participation?
A participant may change the type of his or her participation in the
Plan at any time by completing an Authorization Form and returning it to the
Agent at the address set forth in Question 4 above. An Authorization Form
and postage paid envelope may be obtained as stated in the answer to
Question 6 above. The amount of dividends to be reinvested as of the next
Dividend Investment Date shall be in accordance with such later-dated
Authorization Form if it is received by the Company on or before the fifth
business day preceding a Dividend Record Date, but shall be the amount
indicated in the original Authorization Form if it is received after such
date; provided, however, the Agent in its discretion may accept such a
later-dated Authorization Form received after the fifth business day
preceding a Dividend Record Date, and not later than the fifth business day
after the Dividend Investment Date for such dividend.
23. May a participant withdraw from the Plan?
Yes. The Plan is entirely voluntary and a participant may withdraw at
any time. However, a withdrawal from the Plan does not mean that you will
receive money for the stock already purchased under the Plan. As set forth
in the answer to Question 24 below, upon withdrawal from the Plan the
participant will receive certificates for any whole shares credited to the
participant's account under the Plan, together with a cash payment for any
fractional share so purchased. The Company does not assure that there will
be an active market for said shares or that the market will yield a value
which, together with said fractional share cash payment, is equal to the
amount the participant paid for such shares and fractional share interest.
See also Question 29 ("Who do I call if I want to sell my stock?").
24. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must provide the
Agent with written notice that he or she intends to withdraw. Written
notice should be addressed to the Agent at the address set forth in Question
4 above. When a participant withdraws from the Plan or upon termination of
the Plan by the Company, certificates for whole shares credited to the
participant's account under the Plan will be issued and a cash payment will
be made for any fraction of a share. The value of such share certificates
and cash payment received in lieu of fractional share interest may be
greater than, equal to, or less than the amount the participant paid for
such shares and fractional share interest.
If the notice of withdrawal is received by the Company on or after the
Dividend Record Date for the next dividend to be paid by the Company, but
before the Dividend Investment Date upon which such dividend is to be paid,
it shall not be effective until after the Dividend Investment Date and the
dividend paid on that Dividend Investment Date will be reinvested and
credited to the participant's account in accordance with participant's
previous instructions under the Plan. After the withdrawal becomes
effective, any dividends will be paid in cash to the participant. A
shareholder may elect to re-enroll in the Plan at any time. If the notice
of withdrawal from the Plan is received by the Agent prior to the Dividend
Record Date for the next dividend to be paid by the Company, dividends
payable on the next succeeding Dividend Investment Date and all subsequent
dividends will be paid in cash to the Shareholder unless he or she re-
enrolls in the Plan pursuant to the procedures outlined in Question 6 and 7.
If written notice of withdrawal is received by the Agent after a
Dividend Record Date and at least five business days prior to the next
Dividend Investment Date, any optional cash payments received prior to
receipt of such notice will be returned to the participant. If such written
notice of withdrawal is received by the Agent after a Dividend Record Date
but less than five business days prior to the next Dividend Investment Date,
any optional cash payments received prior to receipt of such notice will be
invested for the participant's account on the next succeeding Dividend
Investment Date.
25. May a participant discontinue dividend reinvestment on shares held
outside his or her Plan account without withdrawing from the Plan?
Yes, so long as at least one whole share is held through the Plan, a
participant who wishes to discontinue the automatic reinvestment of the
dividends on the shares held outside the Plan account may do so, without
withdrawing from the Plan, by filing a new Authorization Form to change the
type of his or her participation. However, the dividends on the shares held
in the Plan account will continue to be reinvested.
26. May the Company terminate participation by a Plan participant?
If a participant does not own at least one whole share held through
the Plan, the participant's participation in the Plan will be terminated.
The Company may also terminate any participant's participation in the Plan
after written notice in advance mailed to such participant at the address
appearing on the Agent's records.
27. What happens when a participant sells or transfers some or all of the
shares registered in his or her name?
If a participant disposes of some or all shares of the Company's
Common Stock registered in his or her name (as opposed to shares held
through the Plan), that transfer will not affect participation in the Plan;
however, as explained above, if less than one whole share is held in the
Plan account, the participant will receive a cash payment for the fractional
share, and the Plan account will be closed. As long as at least one whole
share is held in the Plan account, the Agent will continue to reinvest the
dividends on the shares credited to the participant's account under the Plan
until notified by such participant that he or she wishes to withdraw from
the Plan. Participants who desire to dispose of all shares credited to
their account under the Plan first must withdraw from the Plan as described
in Question 24 above. For information regarding the trading market in the
Company's common stock, please refer to (1) "Market and Dividend
Information" within the Company's most recent Annual Report to
Shareholders", (2) "RISK FACTORS - Limited Public Market for Trading of
Common Stock, and - Earnings Dilution", and (3) "THE PLAN - Question 29,
"Who do I call if I want to sell my stock?" .
28. What happens to the whole shares and fractions of a share when a
participant withdraws from the Plan?
When a participant withdraws from the Plan, a certificate for his or
her whole shares and a cash adjustment representing any fraction of a share
will be mailed directly to the participant at the address indicated by the
participant's written notice, if one is so indicated; otherwise to the
address then appearing in the Agent's records. The fractional share cash
payment will be based on the closing bid price of the Company's common stock
as quoted through the NASDAQ National Market System for the business day on
which the withdrawal request is received by the Company, or if there is no
such quotation for such day, then for the next-following day for which there
is such a quotation.
29. Who do I call if I want to sell my stock?
Participants in the Plan who desire to sell shares of stock received
upon withdrawal from the Plan should follow the normal procedures utilized
to sell securities. Participants may call their usual stock broker, who in
turn will likely contact the "market makers" in the Company's Common Stock
to determine the prevailing "bid and ask" prices for such stock. Presently,
there are three "market makers" for the Company's Common Stock: Tucker
Anthony, Inc., The Chicago Cor-poration and Monroe Securities. Making a
market involves maintaining bid and ask quotations and being able, as
principal, to effect transactions in reasonable quantities at those quoted
prices, subject to various securities laws and other regulatory
requirements. Tucker Anthony, Inc. is located at, among other places, One
Beacon Street, Boston, Massachusetts 02108, telephone # (800) 548-3759; The
Chicago Corporation is located at, among other places, 208 South LaSalle
Street, Chicago, Illinois 60604, telephone # (312) 855-7600; and Monroe
Securities is located at, among other places, 47 State Street, Rochester,
New York 14614, telephone # (800) 766-5560.
Other Information
30. If the Company sells additional common shares through a rights
offering, how will the rights on Plan shares be handled?
In a rights offering, a participant will receive rights with respect
to (i) any shares held of record by him or her, and (ii) whole shares
credited to the participant's account under the Plan. Any rights based on a
fraction of a share held in a participant's account will be sold by the
Agent, if transferable, and the net proceeds will be invested in the same
manner as an optional cash payment as of the next Dividend Investment Date.
31. What happens if the Company declares a stock split or stock dividend?
Any split shares or stock dividend shares distributed by the Company
on shares credited to the account of a participant under the Plan will be
added to the participant's account.
32. How will a participant's shares held under the Plan be voted at
meetings of shareholders?
Each participant will receive a single proxy card covering those whole
shares of Common Stock credited to his or her account under the Plan and
those shares registered in the participant's name that are not within the
Plan. If the proxy card is returned properly signed and marked for voting,
all of the shares will be voted as marked. Alternatively, the total number
of whole shares held may be voted in person at stockholders' meetings.
If a proxy card is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with respect
to any items, all of the participant's shares will be voted (to the extent
legally permissible) in accordance with the recommendations of the Board of
Directors of the Company. This procedure is consistent with the actions
taken with respect to shareholders who are not participating in the Plan and
who return properly signed proxy cards and do not provide voting
instructions. If the proxy card is not returned, or if it is returned
unsigned or improperly signed, none of the participant's shares covered by
such proxy card will be voted unless the participant or his or her duly
appointed representative votes in person at the meeting.
33. What are the Federal Income Tax Consequences of Participation in the
Plan?
Reinvestment of dividends does not relieve a participant of the
liability for any income tax which may be payable on such dividends. A
participant reinvesting dividends will be treated for Federal income tax
purposes as having received, on the Dividend Investment Date, a dividend
equal to the then fair market value of the shares purchased with such
reinvested dividends plus any tax withheld prior to investment, even though
such amount is not actually received in cash. The fair market value will be
the average of the high and low bid prices of such Common Stock on the
Dividend Investment Date as quoted through the NASDAQ National Market
System, and not the five day average used to calculate the purchase price
under the Plan.
The cost basis for Federal income tax purposes of any shares acquired
with reinvested dividends will be equal to the fair market value of such
shares as of the applicable Dividend Investment Date. The basis of shares
which are purchased with an initial investment or optional cash payments
will be equal to the purchase price of such shares.
A participant will not realize any taxable income when he or she
receives certificates for whole shares credited to his or her account under
the Plan. However, a participant who, upon with-drawal, receives the
proceeds from the sale of a fractional share credited to his or her account
may realize a gain or loss with respect to such fraction. Gain or loss may
also be realized by the participant when whole shares are sold subsequent to
withdrawal from the Plan (see Question 24). The amount of such gain or loss
will be the difference between the amount realized by the participant and
such participant's tax basis for the shares sold. The amount realized by a
participant will be the gross proceeds less brokerage fees and commissions
and any transfer taxes paid by the participant. Subject to limitations
contained in the Internal Revenue Code, the administrative fees and charges
incurred by participants upon the sale of shares may be deductible by
participants who itemize deductions.
If such a sale is made within one year of acquisition, any gain (or
loss) may be taxed as short-term capital gain (or loss). If the sale is
made after one year, the gain (or loss) may be taxed as a long-term capital
gain (or loss). The holding period for shares acquired pursuant to the Plan
will begin on the day following the purchase of such shares.
In the case of participants (including foreign stockholders) who elect
to have their dividends reinvested and whose dividends are subject to United
States income tax or backup withholding, the amount required to be withheld
will be deducted from the dividends payable to such participants, and the
remaining amount will be applied to the purchase of shares of Common Stock
under the Plan. The filing of any documentation required to obtain an
exemption from, or a reduction in, United States withholding tax is the
responsibility of the participant.
The Company believes the foregoing is an accurate summary of the
Federal tax consequences of participation in the Plan as of the date of this
Prospectus. This summary may not reflect every possible situation that
could result from participation in the Plan. THEREFORE, EACH PARTICIPANT IS
URGED TO CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE THE PARTICULAR
FEDERAL, STATE AND LOCAL TAX CONSEQUENCES RESULTING FROM PARTICIPATION IN
THE PLAN AND THE SUBSEQUENT DISPOSAL OF SHARES PURCHASED PURSUANT TO THE
PLAN. If you do not reside in the United States, your income tax
consequences will vary from jurisdiction to jurisdiction. In addition, the
foregoing rules may not be applicable to certain participants in the Plan,
such as tax-exempt entities (e.g., pension funds and IRAs).
34. What is the responsibility of the Company and the Agent under the Plan?
The Company and the Agent in administering the Plan will not be liable
for any act done in good faith or for any omission to act unless done (or
omitted) in bad faith or due to gross negligence including, without
limitation, any claim or liability arising with respect to the prices at
which shares are purchased or sold for the participant's account and the
times when such purchases or sales are made, or with respect to any
fluctuation in the market value before or after purchase of sale or shares,
or with respect to the tax treatment of dividends reinvested under the Plan.
The participant should recognize that the Company cannot assure him or
her of a profit or protect him or her against a loss on the shares purchased
or sold under the Plan.
35. May the Plan be changed or discontinued?
Notwithstanding any other provision of the Plan, the Board of
Directors of the Company may modify, amend, supersede, suspend or terminate
the Plan at any time, including the period between a Dividend Record Date
and a Dividend Investment Date. The Board of Directors may increase the
number of shares which may be issued by the Company under the Plan. Notice
of any material amendment or modification, or any superseding, suspension or
termination of the Plan, will be mailed to all participants. No such event
will affect any shares then credited to a participant's account, except that
upon any whole or partial termination of the Plan, certificates for whole
shares credited to a participant's account under the Plan will be issued to
the participant and a cash payment will be made for any fraction of a share.
36. Who interprets and regulates the Plan?
The terms of the Plan and its operation shall be governed by and
construed in accordance with the laws of the State of New Hampshire. The
Company reserves the sole right, in its sole discretion, to interpret and
regulate the Plan as may be necessary or desirable in connection with the
operation of the Plan. If it appears to the Company that any participant is
using or contemplating the use of the Plan in a manner or with an effect
that, in the sole judgment and discretion of the Company, is not in the best
interests of the Company or its other stockholders, then the Company may
decline to issue all or any portion of the shares of Common Stock for which
any payment by or on behalf of such participant is tendered. Such payment
(or the portion thereof not to be invested in shares of Common Stock) will
be returned by the Company as promptly as practicable, without interest.
Under such circumstances, the Company may also act to terminate
participation by such participant.
37. How may Shareholders, Customers and Employees obtain answers to other
questions regarding the Plan?
Any additional questions should be addressed to:
The First National Bank of Boston
Investor Relations Department
P.O. Box 644
Mail Stop 45-02-09
Boston, Massachusetts 02105-0644
Telephone No. 1-800-736-3001
or
Pennichuck Corporation
Four Water Street
P. O. Box 448
Nashua, New Hampshire 03061
Attention: Shareholder Relations
Telephone No. (603) 882-5191
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 5, 1996
included in Pennichuck Corporation's Form 10-KSB for the year ended December
31, 1995 and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
March 24, 1997
EXHIBIT 99.5
Authorization Form
Pennichuck Corporation
Dividend Reinvestment and
Common Stock Purchase Plan
Please print all items except signatures. Questions? Call (603) 882-5191
between 8 a.m. and 4:30 P.M. Mail your completed Authorization Form in the
courtesy envelope provided to:
Pennichuck Corporation
Dividend Reinvestment and Common Stock Purchase Plan
c/o First National Bank of Boston
P.O. Box 1681
Boston, Massachusetts 02105-1681
A. Enrolling in the Plan
[ ] I wish to enroll by making an initial investment. Enclosed is a check
or money order for $______________ ($500 minimum/$3,000 maximum)
payable to " First National Bank of Boston".
B. Your Mailing Address
Please print your complete mailing address so that we may process your
enrollment.
First Name:__________________________M.I.____Last Name:___________________
Street Number:_______________________Apartment Number:____________________
Street:___________________________________________________________________
City:________________________________State:___________Zip:________________
Daytime Telephone:(____)_____________Evening Telephone:(____)_____________
C. Dividend Reinvestment
[ ] Full Dividend Reinvestment. Automatic dividend reinvestment on all
shares.
[ ] Partial Dividend Reinvestment. Automatic dividend reinvestment of the
percentage of dividends on shares registered in my name indicated as
follows:
[ ] 50% [ ] 60% [ ] 70% [ ] 80% [ ] 90%
(A minimum of at least 50% of dividends must be reinvested under the Plan.)
D. Your Account Registration
Type of Account: Please check one box and provide all requested information.
Please print clearly.
[ ] Individual or joint. joint accounts will presumed to be joint tenants
unless restricted by applicable state law or otherwise indicated. Only
one Social Security Number is required for tax reporting.
Owner's First Name:________________M.I.______Last Name:___________________
Owner's Soc. Sec. #:______________________________________________________
Joint Owner's First Name:__________M.I.______Last Name:___________________
[ ] Custodial. A minor is the beneficial owner of the account with an
adult Custodian managing the account until the minor becomes of age, as
specified in the Uniform Gifts/Transfers to Minor Act in the minor's
state of residence.
Custodian's first Name:____________M.I.______Last Name:___________________
Minor's First Name:________________M.I.______Last Name:___________________
Minor's Soc. Sec. #:_______________Minor's State of Residence:____________
[ ] Trust. Account is established in accordance with provisions of a trust
agreement.
Trustee Name:______________Name of Trust:______________Trust Date:________
Tax ID #:__________________Beneficiary:___________________________________
Please complete other side of form
E. Signatures
By signing this form, I request enrollment, certifying that I have received
and read the prospectus describing the Pennichuck Corporation Dividend
Reinvestment and Common Stock Purchase Plan. I agree to abide by the terms
and conditions of the Plan. If I am not currently a shareholder, I certify
that I am a resident of the State of New Hampshire. I hereby appoint The
First National Bank of Boston as my agent to apply dividends and any
investments I may make to the purchase of shares under the Plan. I
understand that I may revoke this authorization at any time by written
notice to First National of Boston. All joint owners must sign.
Under penalties of perjury, I also certify that: A. The Social Security
Number(s) shown on this form is my/our correct Social Security Number(s) or
Tax Payer ID Number(s). B. I am not subject to backup withholding either
because (1) I have not been notified by the internal Revenue Service (IRS)
that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (2) the IRS has notified me that I am no
longer subject to backup withholding. (Check this box [ ] if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting of interest or dividends on your tax returns.)
Signature________________________________Date:____________________________
Signature:_______________________________Date:____________________________
(LOGO) Pennichuck Corporation
4 Water Street
PO Box 448
Nashua, NH 03061-0448
603/882-5191
Fax 603/882-4125
Please be sure to complete and sign this form.
