SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): DECEMBER, 9, 2002
BANGOR HYDRO-ELECTRIC COMPANY
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(Exact name of registrant as specified in its charter)
MAINE 1-10922 01-0024370
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(State of Incorporation) Commission File No.) (IRS Employee 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)
ITEM 5 OTHER EVENTS
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PROPOSED REDEMPTION OF PREFERRED STOCK. On December 9, 2002 the Company
petitioned the Maine Public Utilities Commission for authority to redeem all
or a portion of its outstanding preferred stock.
The Company has three outstanding series of preferred stock as follows:
Outstanding
Shares
4% (callable at $110) 17,500
4 1/4% (callable at $100) 4,840
7% (noncallable) 25,000
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47,340
The face value of the shares is $100 apiece, and the total capital
represented by these shares equals $4,734,000, approximately 1.5% of the
Company's total capitalization of $310,325,000 as of September 30, 2002. The
Company has no other outstanding series of registered securities.
The Company intends to acquire all or a portion of the shares through a
tender offer and/or a call of the shares. The Company has retained Georgeson
Shareholder Services to act as Information Agent and Program Manager with
respect to the transaction.
The principal purpose of the redemption is to allow the Company to
deregister its preferred shares. The Company presently has approximately 900
individual preferred shareholders. SEC regulations will allow deregistration
of any remaining shares if the Company has 300 or fewer preferred
shareholders. Deregistration would allow the Company to avoid periodic
reporting requirements of the SEC under the Securities Exchange Act of 1934,
including the preparation, filing, and distribution to preferred shareholders
of an Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, interim
reports on Form 8-K, and the preparation and filing Proxy Statements in
connection with meetings of shareholders. The preparation, filing and
distribution of these reports is a relatively burdensome process for purposes
of maintaining a small number of preferred shares in the Company's
capitalization, particularly with recent enhancements enacted in the
Sarbanes-Oxley Act, and the Company believes that this costs is no longer
cost justified. Deregistration would not affect the Company's obligations to
provide audited financial statements prepared in accordance with GAAP to its
lenders or to the Maine Public Utilities Commission and the Federal Energy
Regulatory Commission.
As reported in its Quarterly Report on Form 10-Q for the quarter ending
June 30, 2002, at the Company's Annual Meeting of Shareholders held on April
24, 2002, the Company's shareholders approved a resolution delegating to the
Company's Board of Directors the authority to redeem shares of the Company's
stock. At a subsequent Board of Director's meeting held on July 31, 2002,
the Board authorized management to conduct a preferred stock redemption
program.
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(c) Exhibits. None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANGOR HYDRO-ELECTRIC COMPANY
Date: December 12, 2002 by:
/s/ David R. Black
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David R. Black
Treasurer and Controller
Chief Financial Officer