FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended DECEMBER 31, 1999 Commission File No. 0-505
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BANGOR HYDRO-ELECTRIC COMPANY
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(Exact Name of Registrant as specified in its charter)
MAINE 01-0024370
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(State of Incorporation) (I.R.S. Employer ID No.)
33 STATE STREET, BANGOR, MAINE 04401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 207-945-5621
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
COMMON STOCK, $5 PAR VALUE NEW YORK STOCK EXCHANGE
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Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $5 Par value
(7,363,424 shares outstanding at March 20, 2000)
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7% Preferred Stock, $100 Par Value
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4 1/4% Preferred Stock, $100 Par Value
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4% Preferred Stock Series A, $100 Par Value
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value on March 20, 2000 of the voting stock held by
non-affiliates of the registrant was $116.1 million.
The information required by Part III Items 10, 11, 12 and 13 is
incorporated by reference from the registrant's proxy statement filed with
the Securities and Exchange Commission on April 14, 2000.
BANGOR HYDRO-ELECTRIC COMPANY
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AMENDMENT NO. 1
TO
1999 ANNUAL REPORT ON FORM 10-K
The undersigned registrant hereby amends the following items in its
Annual Report for the year ended December 31, 1999 on Form 10-K as set forth
in the page attached hereto:
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and Management
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
BANGOR HYDRO-ELECTRIC COMPANY
(Registrant)
/s/ Frederick S. Samp
Date: April 28, 2000 ____________________________
Frederick S. Samp, Vice President -
Finance & Law -- Chief Financial Officer
EXPLANATORY NOTE
This amendment is filed to correct three nonmaterial errors included in the
Company's 10-K filing for the year ending December 31, 1999 in Item 11,
Executive Compensation, and Item 12, Security Ownership of Certain
Beneficial Owners and Management. The first error, included in Item 11 on
page 67 of the Company's original 10-K, incorrectly states that the Company
maintains life insurance policies on the executive officers covered by the
described supplemental benefit agreements. The Company does not maintain
insurance policies that would compensate it for the cost of these agreements
in the event of an executive officer's death, although the Company does
maintain insurance policies on Mr. Briggs and Mr. Lee that names the Company
as the beneficiary. The second error, included in Item 11 on page 68 of the
Company's original 10-K, incorrectly states that covered executive officers
would be entitled to three years compensation in the event of a change of
control of the Company if such officers were not eligible for early
retirement. The change of control agreements with the executive officers
that are currently in effect provide compensation for a two year period
irrespective of whether the officer is eligible for early retirement. With
respect to these two matters, the corrections embodied herein conform the
discussion of executive compensation to that included in the Company's Proxy
Statement for the annual meeting of stockholders to be held on May 17, 2000.
The final error, included in Item 12 on page of 69 of the Company's original
10-K, states the incorrect number of shares of common stock held by Mr.
Briggs and Mr. Samp. With respect to this matter, the nonmaterial correction
embodied herein also corrects information included in the Company's
Definitive Proxy Statement filed with the Securities and Exchange Commission
on April 14, 2000 for the annual meeting of stockholders to be held on May
17, 2000.
PART III
ITEM 11 EXECUTIVE COMPENSATION
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The following table shows, for the fiscal years ending December 31,
1999, 1998 and 1997, the cash compensation paid by the Company to the Chief
Executive Officer and to the other executive officers whose total salary and
bonus exceeded $100,000:
SUMMARY COMPENSATION TABLE - ANNUAL COMPENSATION
Other Annual
Name and Principal Position Year Salary Bonus Compensation*
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Robert S. Briggs 1999 $207,549 $66,499 $3,200
Chairman of the Board, President 1998 $200,981 $41,726 $3,200
& Chief Executive Officer 1997 186,170 12,175 3,724
Carroll R. Lee 1999 $161,149 $37,968 $3,200
Senior Vice President & 1998 $153,645 $24,468 $3,200
Chief Operating Officer 1997 140,663 9,899 2,813
Frederick S. Samp 1999 $112,574 $21,457 $2,527
Vice President-Finance & Law 1998 $101,807 $14,337 $2,159
Paul A. LeBlanc 1999 $101,031 $19,197 $2,246
Vice President - Human Resources 1998 $ 94,961 $12,093 $1,984
& Information Services
* For each named executive officer, Other Annual Compensation consists of the
Company's matching contribution to a 401(k) Plan.
The executive officers participate in a tax qualified defined benefit
pension plan that is also applicable to all employees. In addition, the
executive officers are parties to Supplemental Benefit Agreements with the
Company under which additional retirement benefits are to be paid. Said
agreements define the total pension amount to be paid to the executive
officer by the Company, with the supplemental amount defined as the
difference between this total amount due and the amount due to the executive
officer under the tax qualified pension plan applicable to all employees.
The total amount of pension benefit, as defined under the Supplemental
Benefit Agreements, is a function of the executive officer's age at
retirement and his average total compensation over a three-year period.
Under the Supplemental Benefit Agreements, no pension amount would be due
until the executive officer reaches age 55. At age 55, the executive officer
would be entitled to receive 50% of his or her average total compensation
over a three-year period. The total pension amount to be paid upon
retirement would increase proportionately until a retirement age of 62, at
which point the executive officer would be entitled to receive 75% of his or
her average total compensation over a three-year period. The following table
sets forth estimated annual benefit amounts payable upon retirement to the
executive officers:
Age at Retirement
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Average Total
Compensation 55 56 57 58 59 60 61 62+
$100,000 $50,000 $53,000 $57,000 $60,000 $64,000 $68,000 $72,000 $75,000
$150,000 75,000 79,500 85,500 90,000 96,000 102,000 108,000 112,500
$200,000 100,000 106,000 114,000 120,000 128,000 136,000 144,000 150,000
$250,000 125,000 132,500 142,500 150,000 160,000 170,000 180,000 187,500
$300,000 150,000 159,000 171,000 180,000 192,000 204,000 216,000 225,000
Compensation covered under the defined plan applicable to all employees
and the Supplemental Retirement Agreements is total basic compensation
exclusive of overtime, bonuses, and other extra, contingent or supplemental
compensation, and inclusive of compensation deferred pursuant to the
Company's Section 401(k) Plan. It is essentially the same as the amount shown
as "Salary" in the Summary Compensation Table above. Compensation covered
under the tax qualified pension plan is limited to the amount set forth in
IRC Section 415. Subject to this limitation, it is essentially the same as
the amount shown as "Salary" in the Summary Compensation Table above.
Compensation covered by the Supplemental Benefit Agreements is total
compensation inclusive of bonuses, and other, contingent or supplemental
compensation, and compensation deferred pursuant to the Company's Section
401(k) Plan. It is essentially the same as the amount shown as "Salary" and
"Bonus" in the Summary Compensation Table above.
"Average Total Compensation" for both plans is computed using the
average of the total annual compensation actually paid by the Company to the
Executive during the three (3) consecutive calendar years in which the
Executive's total compensation from the Company was the highest.
The total annual pension amounts shown in the Pension Plan Table above
are payable for the remainder of the executive officer's life after
retirement. If the executive officer's spouse survives the executive
officer, the spouse will receive an annual benefit for the remainder of her
life equal to 50% of the annual benefit to the executive officer. The total
annual pension amounts shown in the Pension Plan Table are not subject to any
deduction for Social Security or other offset amounts.
The named executive officers are parties to agreements under which in
the event 1) of a change of control of the Company as defined in the
agreements and 2) the covered party leaves the employment of the Company
within one year after the change of control, he would be entitled to receive
a payment equal to two years' salary based upon his average salary over the
past three years. He would also be entitled to receive the Company's standard
health, life insurance and disability benefits for a period of two years.
The executive officers also participate in a long-term disability income
plan which is also applicable to all employees. Under the plan, after 90 days
of disability, employees are entitled to receive 66 2/3% of their basic
monthly earnings up to a maximum monthly benefit of $5,000.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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(a) Security Ownership of Certain Beneficial Owners
The following table sets forth as of December 31, 1999 information with
respect to persons known to management to be the beneficial owners of more
than 5% of any class of voting securities of the Company:
Title of Class: Common Stock
Name and Address of Beneficial Owner:
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109
Amount and Nature of Beneficial Ownership: 736,300 shares
Percent of Class: 10.0%
(b) Security Ownership of Management
The following table sets forth as of February 28, 1999 information with
respect to the beneficial ownership of equity securities by directors,
nominees for the office of director and named executive officers:
Title of Class Name of Beneficial Owner Beneficially Owned*
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Common Robert S. Briggs 6,550
Preferred Robert S. Briggs 28
Common William C. Bullock, Jr. 10,000
Common Jane J. Bush 300
Common David M. Carlisle 2,427
Common Joseph H. Cyr 1,683
Common Marion M. Kane 260
Common Paul A. LeBlanc 452
Common Norman A. Ledwin 180
Common Carroll R. Lee 1,930
Common James E. Rier, Jr. 300
Common Frederick S. Samp 803
Common Directors & Executive
Officers as a group (11) 24,913
Preferred Directors & Executive
Officers as a group (11) 28
* The directors and executive officers of the Company as a group own a
beneficial interest in less than 1% of the Company's Common and Preferred
Stock.
(c) Changes in Control
Not applicable.
