SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
Filed by the Registrant[X]
Filed by a Party other than the Registrant[]
Check the appropriate box:
[] Preliminary Proxy Statement
[] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[] Definitive Additional Materials
[] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
.............................................................................
BANGOR HYDRO-ELECTRIC COMPANY
(Name of Registrant as Specified In Its Charter)
.............................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
...........................................................................
2) Aggregate number of securities to which transaction applies:
...........................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
...........................................................................
4) Proposed maximum aggregate value of transaction:
...........................................................................
5) Total fee paid:
...........................................................................
[] Fee paid previously with preliminary materials.
[] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.........................
2) Form, Schedule or Registration Statement No.:
.........................
3) Filing Party:
.........................
4) Date Filed:
.........................
IMPORTANT
Stockholders are cordially invited to attend the annual stockholders'
meeting. If you will be unable to attend the annual meeting in person, it
is important that you fill out, sign and return the enclosed proxy
promptly in order to insure a proper representation at the meeting.
BANGOR HYDRO-ELECTRIC COMPANY
NOTICE OF ANNUAL MEETING
MAY 15, 1996
To The Stockholders:
The Annual Meeting of the stockholders of Bangor Hydro-Electric Company
will be held on Wednesday, May 15, 1996 at 10:00 o'clock a.m. at the
Rococo Room of the Pilot's Grill restaurant, Hammond Street, Bangor, Maine
for the purpose of electing three directors to serve for three-year terms
and to transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 18, 1996
as the record date for the determination of stockholders of the Company
entitled to notice of and to vote at the Annual Meeting. Accordingly, only
stockholders of record at the close of business on March 18, 1996 will be
entitled to vote at said meeting.
IF YOU DO NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED TO DATE, SIGN and
RETURN the enclosed proxy. An addressed envelope, which requires no
postage if mailed in the United States, is provided for your use.
By Order of the Board of Directors
Andrew Landry
Clerk
Bangor, Maine
March 31, 1996
BANGOR HYDRO-ELECTRIC COMPANY
33 STATE STREET
BANGOR, MAINE 04401
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 1996
The accompanying proxy to be mailed on or about March 31, 1996 is
solicited by the Board of Directors of Bangor Hydro-Electric Company and
the cost of such solicitation will be paid by the Company. The person
giving the proxy has the power to revoke it at any time before it is
exercised (1) by delivery to the Clerk of the Company of any written
instrument which by its terms revokes the proxy, (2) by duly executed
proxy subsequent in time to the original proxy, (3) by the presence of the
stockholder at the Annual Meeting and the giving of notice to the Clerk of
the Company of such revocation, or (4) by giving notice in open meeting at
the Annual Meeting of such revocation.
The Company will bear the cost of the solicitation of proxies, including
the charges and expenses of brokerage firms and others for forwarding
solicitation material to beneficial owners of shares of the Company s
Common Stock and Preferred Stock. In addition to the use of the mail,
proxies may be solicited by employees of the Company, by personal
interview, by telephone or by telegraph.
VOTING SECURITIES OUTSTANDING AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding 47,340 shares of Preferred Stock having
general voting rights of one vote per share, and, as of December 31, 1995,
7,301,557 shares of Common Stock having general voting rights of
one-twelfth of one vote per share. Stockholders of record at the close of
business on March 18, 1996 will be entitled to vote at the Annual Meeting.
The following table sets forth as of December 31, 1995 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:
Amount and
Name and Address Nature of
Title of of Beneficial Beneficial Percent
Class Owner Ownership of Class
- ---------------------------------------------------------------------
Preferred Stock First Colony Life 5,192 shares 11.0%
Insurance Company
700 Main Street
Lynchburg, Virginia 24504
First Colony Life Insurance Company is a holder of term notes due 2008 in
the amount of $6,783,824 executed by Bangor-Pacific Hydro Associates
(BPHA). BPHA is a partnership that was formed in 1986 for the purpose of
redeveloping and operating a hydroelectric project located within the
Company's service territory. Penobscot Hydro Co., Inc., a wholly owned
subsidiary of Bangor Hydro-Electric Company, is a 50% general partner of
BPHA. During 1995, BPHA paid $708,093 in interest and $37,059 in principal
to First Colony Life Insurance Company.
The following table sets forth as of March 13, 1996 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*
- ---------------------------------------------------------------------
Common Robert S. Briggs 4,579
Preferred Robert S. Briggs 21
Common William C. Bullock, Jr. 2,000
Common Jane J. Bush 291
Common David M. Carlisle 891
Common Alton E. Cianchette 964
Common Helen S. Dudman 2,822
Common G. Clifton Eames 600
Common Robert H. Foster 2,081
Common Marion M. Kane 160
Common Norman A. Ledwin 80
Common Carroll R. Lee 1,351
Common Directors, Nominees & Executive
Officers as a group (12) 16,434
Preferred Directors, Nominees & Executive
Officers as a group (12) 21
* The directors, nominees 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.
ELECTION OF DIRECTORS
It is intended, unless otherwise instructed in the enclosed proxy, to vote
the proxies in favor of the election of the nominees named in the table on
the following page as directors to hold office until the expiration of
their respective terms and until their successors shall have been duly
elected and qualified. One of the nominees is now a member of the Board of
Directors of the Company, having served continuously since first elected.
The other two nominees would, ifelected, be new directors, replacing
directors Helen S. Dudman and Robert H. Foster, who are retiring from the
Board.
If, for any reason, any of the nominees are unable to serve (which event
is not now anticipated) it is intended that such proxies will be voted for
the election of such other person or persons as may be designated by a
majority of the directors.
The following table sets forth the nominees and the directors whose terms
continue, their ages, other positions held by them with the Company, the
date when they first became a director and their business experience
during the past five years (including any other directorship held by them
in any company with a class of securities registered pursuant to Section
12 of the Securities Exchange Act of 1934 or subject to the requirements
of Section 15(d) of that Act, or in any company registered as an
investment company under the Investment Company Act of 1940 (referred to
in the table as "Reporting Companies")):
BUSINESS EXPERIENCE DURING
BECAME LAST 5 YEARS AND DIRECTORSHIPS
NAME AND POSITION (AGE) DIRECTOR IN OTHER REPORTING COMPANIES
- -------------------------------------------------------------------------
CLASS I (Nominees, for terms expiring in 1999)
Alton E. Cianchette (65) 1991 Chairman of the Board of Cianbro
Director Corporation, a construction
company; Director of Key Bank of
Maine (a Reporting Company);
Member of the Maine State Senate
Marion M. Kane (51) Nominee President of Maine Community
Director Foundation, a not-for-profit
charitable foundation that
manages a pool of individual
charitable funds.
Norman A. Ledwin (54) Nominee Since 1993, President and Chief
Director Executive Officer and a Director
of Eastern Maine Healthcare, a
healthcare organizaiton made up
of not-for-profit and for-profit
entities (including Eastern Maine
Medical Center, a not-for-profit
regional acute care hospital
facility); 1992-1993, President
and Chief Executive Officer of
MetroHealth Saint Luke's Medical
Center and Saint Luke's Hospital
Association; 1989-1992, President
and Chief Executive Officer of
Wilkes-Barre General Health
Corporation; Trustee of Husson
College
CLASS II (DIRECTORS WHOSE TERMS EXPIRE IN 1997)
Robert S. Briggs (52) 1985 Chairman of the Board; President
Chairman of the Board, & Chief Executive Officer of the
President and Chief Company; Director of Maine Yankee
Executive Officer Atomic Power Company; Trustee of
Eastern Maine Medical Center
William C. Bullock, Jr. (59) 1982 Chairman of the Board and Director
of Merrill Merchants Bank; From
June 1988 until October 1992 acted
as Financial Consultant and Private
Investor; Director of Eastern Maine
Healthcare
G. Clifton Eames (68) 1984 Chairman of the Board of Trustees
Director of Bangor Savings Bank; Chairman
of the Board of Directors of N.H.
Bragg & Sons, a distributor of
automotive and industrial
supplies; Until May of 1992,
served as President of N.H. Bragg
& Sons; Director of Eastern Maine
Healthcare
CLASS III (DIRECTORS WHOSE TERMS EXPIRE IN 1998)
Carroll R. Lee (46) 1991 Vice President - Operations of
Vice President - the Company; Director of Maine
Operations and Director Yankee Atomic Power Company;
Director of Maine Electric Power
Company, Inc.; Director of
Community Health and Counseling
Service, a not-for-profit
supplier of home and mental
health care services
David M. Carlisle (57) 1989 President, Prentiss & Carlisle
Director Companies, a timberland
management company; Director of
Fleet Bank of Maine; Director of
Eastern Maine Healthcare
Jane J. Bush (50) 1990 Vice President and co-owner of
Director Coastal Ventures, a retailing
company
In 1995, the Board of Directors met on ten occasions. The Board of
Directors has four standing committees: an Executive Committee, an Audit
Committee, an Investment Committee and a Compensation Committee. The
Executive Committee consists of Mr. Bullock (Chair), Mr. Eames, Mrs. Bush
and Mrs. Dudman. Executive Committee functions include monitoring the
Company's corporate governance and making recommendations to the full
Board with respect to any modifications; ongoing review of the Company's
strategic plan and activities intended to implement that plan; and ongoing
consideration of the appropriate public interest focus of the Company. The
Executive Committee has not been delegated standing authority to act on
behalf of the full Board, although the Board could delegate such
authority. During 1995, matters that might otherwise have been considered
within the jurisdiction of the Executive Committee were instead taken up
by the full Board. Accordingly, the Executive Committee did not meet in
1995. The Audit Committee, consisting of Mr. Foster (Chair), Mrs. Bush,
Mr. Carlisle and Mr. Cianchette, reviews with the independent public
accountants the scope and results of their audit and other services to the
Company, reviews the adequacy of the Company's internal accounting controls
and reports to the Board as necessary. The Audit Committee met two times
in 1995. The Compensation Committee, consisting of Mr. Eames (Chair), Mr.
Foster and Mrs. Dudman, reviews the Company's executive compensation and
compensation policies in general, and makes recommendations to the full
Board of Directors. Since no adjustments were made to the compensation
levels of senior executive officers (except in the case of Frederick S.
Samp at the time he was initially elected Vice President, Finance & Law),
the Compensation Committee did not meet in 1995. The Investment Committee,
consisting of Mr. Bullock (Chair), Mr. Carlisle, Mr. Briggs and other
non-director members of management, oversees the investment of the
Company's pension funds. The Investment Committee met once in 1995. Mr.
Briggs, as Chairman of the Board of Directors, serves ex officio on all
standing committees except the Audit Committee and the Compensation
Committee. The Board does not have a nominating or similar committee.
Committee appointments will be reviewed after the Annual Meeting. The
Executive Committee is elected by a majority of the full Board of
Directors. Directors who are not employees of the Company appoint from
their own number the members of the Audit Committee and the Compensation
Committee. Other committee assignments are made by the Chairman of the
Board.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows, for the fiscal years ending December 31, 1995,
1994 and 1993, the cash compensation paid by the Company to the Chief
Executive Officer and to the only other executive officer whose total
salary and bonus during 1995 exceeded $100,000:
SUMMARY COMPENSATION TABLE - ANNUAL COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS
--------------------------------------------------------------
Robert S. Briggs 1995 $176,601 $ 0
Chairman of the Board, President 1994 176,120 1,588
and Chief Executive Officer 1993 175,711 1,137
Carroll R. Lee 1995 $125,072 $ 0
Vice President-Operations 1994 125,095 1,134
1993 124,748 893
Neither of the above named executive officers received "Other Annual
Compensation" that meets the threshold reporting requirements nor did they
receive any "Long-Term Compensation" or "Other Compensation".
The executive officers participate in a defined benefit pension plan that
is also applicable to all employees. The following table sets forth
estimated annual benefit amounts payable upon retirement to persons in
specified compensation and benefit service classifications assuming their
retirement at the normal retirement age (65) in 1996.
YEARS OF BENEFIT SERVICE
- ------------------------------------------------------------------------
AVERAGE
ANNUAL
COMPENSATION 5 10 15 20 25 30
- ------------------------------------------------------------------------
$ 50,000 $4,448 $ 8,897 $13,345 $17,794 $22,242 $26,691
75,000 6,948 13,897 20,845 27,794 34,742 41,691
100,000 9,448 18,897 28,345 37,794 47,242 56,691
150,000 14,448 28,897 43,345 57,794 72,242 86,691
200,000 14,448 28,897 43,345 57,794 72,242 86,691
Compensation covered by the plan is total basic compensation exclusive of
overtime, bonuses, and other extra, contingent or supplemental
compensation, and is cash compensation plus 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. The
annual retirement benefit is the greater of the following:
a. The benefit accrued as of December 31, 1988 under a prior plan
formula.
b. 2.0% "average annual compensation" minus 0.4% of "covered
compensation", times years of "benefit service".
The benefit may not be larger than limits set forth in IRC Section 415.
"Average annual compensation" is computed using the 36 consecutive
months yielding the highest average, and "benefit service" generally
means years of employment after age 21 and one year of service, up to a
maximum of 30 years. "Covered compensation" is the average (without
indexing) of the Social Security Taxable Wage Bases for the 35 calendar
years ending with the year an individual attains Social Security Normal
Retirement Age. It is assumed that the taxable wage base in effect at
the beginning of the plan calculation year will remain the same for all
future years. The benefit amount is payable in a life annuity form in
full upon retirement at age 62 and in proportionately reduced amounts
upon termination down to age 55. The benefit service of the persons
named in the Summary Compensation Table above (rounded to the nearest
year) is: Mr. Briggs-16 years and Mr. Lee-22 years.
In 1994, the Company amended its pension plans to provide an incentive
for early retirement. For those employees who were members of a pension
plan on February 1, 1994, six years were added to that member's age and
benefit service. For each full month of employment following February
28, 1994, the additional age and benefit service will be reduced by one
month. If Mr. Briggs or Mr. Lee were to retire before the additional age
and benefit service provided by the early retirement program is fully
reduced, they would receive enhanced benefits from the program.
In addition to the foregoing, Mr. Briggs and Mr. Lee are parties to
Supplemental Retirement Agreements with the Company under which
additional retirement benefits are to be paid. The amount of the
additional benefits payable upon retirement at age 62 shall be 20% of
the officer's final annual salary per year for a period of fifteen
years. These supplemental benefits are not funded, although the Company
maintains insurance policies on the lives of Mr. Briggs and Mr. Lee that
would reimburse the Company for the cost of the benefits upon the death
of the covered officer.
Mr. Briggs and Mr. Lee 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 five years. He would also be entitled to receive
the Company's standard health, life insurance and disability benefits
for a period of two years after leaving his employment as long as he
remains unemployed.
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.
Directors who are not employees of the Company are paid a fee of $500
per meeting for attendance at regular or special meetings of the Board,
and $500 per meeting for attendance at committee meetings (unless the
committee meeting is held the same day as another meeting for which a
full meeting fee is paid, in which case the fee is $250). The directors
are also paid an annual retainer of $6,000. Directors who are employees
of the Company receive no fee for their services as directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1995, the Compensation Committee of the Company's Board of
Directors consisted of Mr. Eames, Mr. Foster and Mrs. Dudman.
The Company purchases petroleum products from R. H. Foster, Inc., of
which Mr. Foster is Chairman of the Board of Directors and a beneficial
equity owner. In 1995, the Company's purchases from R. H. Foster, Inc.
totalled approximately $95,565. Because the Company is a regulated
electric utility, under Maine law these transactions have been
specifically reviewed and approved by the full Board of Directors and
found not to be inconsistent with the interests of the Company's
ratepayers.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company manages its compensation programs in a manner intended to
attract, retain and motivate its people. Historically, salaries, including
executive salaries, have been intended to be established at competitive
levels, with progress within competitive ranges dependent upon
qualifications, experience and individual performance.
The Company has been shifting its compensation management to a system
that relies on base salaries that are competitive, but that, especially at
executive and senior management levels, depend more on incentive rewards
for the achievement of predetermined performance criteria in order to earn
compensation at higher levels within the competitive range.
Through 1993, the base salary of each executive officer was determined
primarily from a survey of electric utilities performed by the Edison
Electric Institute, a trade organization of the electric utility industry.
The Compensation Committee has attempted for each executive officer, and
specifically for Mr. Briggs, the Chief Executive Officer, to establish a
base salary that is competitive with those base salaries paid to executive
officers with comparable responsibilities at electric utilities of
comparable size. In both 1994 and 1995, however, in recognition of
increasing pressures on the Company's earnings and consistent with the
policies applied to all Company employees at higher salary levels, the
base salaries of the named executive officers were frozen at 1993 levels.
In addition, the Compensation Committee reviews the performance of the
CEO, and the CEO's review of the performance of the other executive
officers, and factors those reviews into the establishment of the base
salaries.
Since 1991, the Board of Directors has maintained an Incentive Bonus
Plan applicable to essentially all employees who have completed at least
six months continuous service by the end of the plan year. For 1992, the
Incentive Bonus Plan was based upon the attainment of pre-determined goals
for service outages, customer satisfaction, earnings per share and
expenses. During 1992, the Company met its performance objectives for
service outages and partially succeeded in meeting the target for 1992
expenses. The other performance objectives for earnings per share and
customer satisfaction were not met. In early 1993, the named executive
officers were awarded the following under the 1992 Plan: Mr. Briggs,
$1,137 and Mr. Lee, $893.
In 1993, the Board established a separate Executive Bonus Plan
applicable only to named executive officers. Performance targets for
customer satisfaction, cost control and employee satisfaction were
established, the achievement of which carried a maximum bonus of 1% of
base earnings for each target. Additionally, targets were established for
earnings and total stockholder return. For Mr. Briggs, achievement of
those two additional targets carried a potential maximum bonus of 3.5% of
base earnings each and for Mr. Lee, achievement of those two additional
targets carries a potential maximum bonus of 2.5% each. No bonuses were
paid pursuant to the cost control, earnings or total stockholder return
targets. Partial awards were made under the customer satisfaction and
employee satisfaction targets. In early 1994, the named executive officers
were awarded the following under the 1993 Plan: Mr. Briggs, $1,588 and Mr.
Lee, $1,134.
New Incentive Bonus Plans were established for 1994 and for 1995 which
included targets similar to those established for the 1993 plan. However,
under the terms of both plans, no awards could be made to selected
members of management, including the named executive officers, unless the
Company achieved thresholds of return on common equity of 9.5% and 8.5%,
respectively. Since the Company did not earn the threshold returns on
equity in either 1994 or 1995, no payments were made pursuant to either
plan.
COMPENSATION COMMITTEE
G. Clifton Eames (Chair)
Robert H. Foster
Helen S. Dudman
PERFORMANCE GRAPH
As shown in the line graph on the following page, for a period beginning
December 31, 1990 through December 31, 1995, a comparison is made of the
cumulative total returns for the Company, the Russell 2000 Index (a
comparative broad market index) and the Edison Electric Institute (EEI)
Index of 100 investor-owned electric utilities (a comparative peer group
index). The Russell 2000 index is an index composed of the smallest 2000
companies in a universe of the 3000 largest domestic publicly traded
companies in terms of market capitalization.
Bangor Hydro-Electric Company
Comparison of Five-Year Cumulative Total Return
The Company, the Russell 2000 Index and the EEI Index
-------------------------------------------------------------------
| NOTE: Included on the proxy sent to shareholders was a line |
| graph that depicted a Comparison of Five-Year Cumulative Total |
| Return for Bangor Hydro-Electric Company, the Russell 2000 Index |
| and the EEI Index, based upon the information in the following |
| table. This graph is not shown herein due to limitations of the |
| EDGAR system. |
-------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
Bangor Hydro $100.00 $119.01 $143.10 $138.04 $81.44 $ 105.54
19.01% 20.24% -3.53% -41.01% 29.60%
EEI Index $100.00 $128.87 $138.69 $154.11 $136.28 $178.55
28.87% 7.62% 11.12% -11.57% 31.02%
Russell 2000 $100.00 $146.05 $172.94 $205.64 $201.89 $259.31
46.05% 18.41% 18.91% -1.82% 28.44%
INDEPENDENT PUBLIC ACCOUNTANTS
Coopers & Lybrand, One Post Office Square, Boston, Massachusetts 02109,
were the independent public accountants for the Company for the 1995
fiscal year and have been selected for the 1996 fiscal year. The Company
expects that representatives of Coopers & Lybrand will be present at the
Annual Meeting, will have the opportunity to make a statement, and will be
available to respond to appropriate questions.
VOTING PROCEDURES
Under the Company s Certificate of Organization, as amended, the Board of
Directors shall consist of not less than nine nor more than fifteen
persons, the exact number to be fixed from time to time by the Board of
Directors. The Certificate of Organization also requires that the
directors be divided into three classes with staggered three-year terms
and that the classes be nearly as equal in number as may be. At a meeting
on March 23, 1994, the Board of Directors fixed the number of Directors at
nine and divided them into three classes with three Directors in each
class. The terms of the three Directors in Class I will expire at the
time of the Annual Meeting. Under Maine law, those three candidates who
receive the greatest number of votes cast at the meeting, even if they do
not receive a majority of the votes cast, shall be deemed elected.
Consequently, as long as votes are cast for at least three candidates,
abstentions and broker non-votes will have no effect on the outcome of the
election of Directors.
OTHER MATTERS
The management has no knowledge of any other matter to come before or to be
acted upon at the meeting. If, however, any other matter properly comes
before the meeting, it is the intention of the persons named in the proxy to
vote thereon in accordance with their judgment.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any proposals of stockholders of the Company intended to be presented at the
1997 Annual Meeting must be received by the Company on or before December 2,
1996 for inclusion in the proxy statement and form of proxy relating to that
meeting.
By Order of the Board of Directors,
Andrew Landry
Clerk
Bangor, Maine
March 31, 1996
BANGOR HYDRO-ELECTRIC COMPANY
P.O. BOX 1599, BANGOR, ME 04402-1599
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert S. Briggs and Frederick S. Samp each
or either of them, with full power of substitution, proxies to vote all of
the stock of Bangor Hydro-Electric Company which the undersigned is entitled
to vote at the Annual Meeting of the Stockholders May 15, 1996, or at any
adjournment thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR SPECIFIC DIRECTIONS BELOW.
IF THE PROXY IS SIGNED AND RETURNED WITHOUT SUCH DIRECTIONS, IT WILL BE VOTED
FOR ALL NOMINEES.
- ---
--- Please mark
| | votes as in
| X | this example
---
1. Election of Directors:
Nominees: Alton E. Cianchette, Marian M. Kane, Norman A. Ledwin
--- FOR ---
| | ALL | | WITHHELD FROM
| | NOMINEES | | ALL NOMINEES
--- ---
In their discretion, the proxies
are authorized to vote upon such
other business as may properly
come before the meeting.
---
| |
| |
--- --------------------------------
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE
--- MARK HERE
| | FOR ADDRESS
| | CHANGE AND
--- NOTE AT LEFT
Please sign exactly as name appears hereon. Executors, Administrators,
Trustees, etc. should so indicate when signing. Joint owners should each
sign.
Signature: __________________________ Date:_________
Signature: __________________________ Date:_________