MAINE PUBLIC SERVICE COMPANY
209 STATE STREET, PO BOX 1209
PRESQUE ISLE, MAINE 04769-1209
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 12, 1998
April 3, 1998
To the Common Stockholders of
MAINE PUBLIC SERVICE COMPANY
Notice is hereby given that the Annual Meeting of the Stockholders of Maine
Public Service Company will be held at the principal office of the Company, 209
State Street, Presque Isle, Maine, on Tuesday, May 12, 1998, at 10:00a.m.
(Eastern Daylight Time), for the following purposes:
1. Electing four members of the Board of Directors to serve until the
Annual Meeting of the Stockholders in 2001, or until their successors
are elected and qualified.
2. Acting upon any and all other matters in connection with or for the
purpose of effecting the foregoing, or as otherwise may properly come
before the Meeting or any and all adjournments thereof.
Further information regarding voting rights and the business to be
transacted at the Meeting is given in the annexed Proxy Statement.
Only Common Stockholders of record on the stock transfer books of the
Company at the close of business on April 1, 1998, will be entitled to vote at
the Meeting. Stockholders who are unable to attend the Meeting in person and
wish to have their stock voted are requested to sign, date and return promptly
the accompanying Proxy.
Your continued interest as a stockholder in the affairs of your Company,
its growth and development is genuinely appreciated by the officers and
personnel who serve you.
By Order of the Board of Directors,
STEPHEN A. JOHNSON
Clerk
PROXY STATEMENT
MAINE PUBLIC SERVICE COMPANY
209 STATE STREET, PO BOX 1209
PRESQUE ISLE, MAINE 04769-1209
ANNUAL MEETING OF STOCKHOLDERS, MAY 12, 1998
April 3, 1998
PROXY AND SOLICITATION
The accompanying Proxy is solicited on behalf of the Board of Directors of
Maine Public Service Company (the "Company") for use at the Annual Meeting of
the Stockholders to be held at the principal office of the Company, 209 State
Street, Presque Isle, Maine, on Tuesday, May 12, 1998, at 10:00 a.m. (Eastern
Daylight Time), and at any and all adjournments thereof, for the purposes set
forth in the Notice of said meeting annexed hereto and incorporated herein by
this reference. This Proxy Statement and accompanying Proxy has been sent to
all stockholders entitled to vote at the Annual Meeting on or about April 3,
1998.
The cost of soliciting proxies is to be borne by the Company. The Company
has retained Corporate Investor Communications, Inc., 111 Commerce Road,
Carlstadt, NJ 07072-2586 to assist in the solicitation of proxies at an
estimated cost of $3,500 plus reasonable out-of-pocket expenses. The Company
will, upon request, pay brokers and other persons holding stock in their names
or in the names of nominees their expenses for sending proxy material to
principals and obtaining their proxies. In addition to the use of the mails,
proxies may be solicited by personal interview, by telephone or by telegraph by
certain of the Company's employees without compensation therefor.
Stockholders who execute proxies retain the right to revoke them at any
time before they are voted by submitting a written statement to the Clerk of the
Company, by submitting a duly executed Proxy bearing a later date or by
appearing in person at the meeting. A Proxy in the accompanying form when it
is returned properly executed will be voted at the meeting.
COMMON STOCK OUTSTANDING AND VOTING RIGHTS
On April 1, 1998 (the "record date"), the Company had outstanding 1,617,250
shares of Common Stock (exclusive of 250,000 shares of Treasury Stock which is
not entitled to vote). The Common Stock (holders of which are herein
occasionally referred to as the "Stockholders") is the only class of stock
entitled to vote at this meeting and all the holders thereof are entitled to one
vote for each share held on all matters, except that in the election of
Directors, each Common Stockholder upon proper notice is entitled to cumulative
voting (each Common Stockholder being entitled to as many votes as shall equal
the number of shares held on the record date multiplied by the number of
Directors to be elected, and each Stockholder may cast all of such votes for a
single Director or distribute them among the total number of Directors to be
elected or among any number of such Directors as such Stockholder may see fit).
Only Common Stockholders of record on the stock transfer books of the Company
at the close of business on the record date will be entitled to vote at the
meeting. Page 1
As of December 31, 1997, the following companies each beneficially owned
5% or more of the Company's Common Stock:
Number of Shares
Name and Address of of Common Stock
Beneficial Owner Beneficially Owned Percent of Class
Dimensional Fund Advisors, Inc. 103,300 6.4%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
As of March 1, 1998, the named directors and executive officers of the
Company, individually and as a group, beneficially owned the following class of
the Company's Common Stock:
Name of Number of Shares (1)
Beneficial Owner Position Beneficially owned
Robert E. Anderson Director 500
Paul R. Cariani President and Chief
Executive Officer 1,028
Donald F. Collins Director 738
D. James Daigle Director 500
Richard G. Daigle Director 500
J. Gregory Freeman Director 500
Deborah L. Gallant Director 500
Nathan L. Grass Director 514
G. Melvin Hovey Chairman of the Board 2,500 (2)
J. Paul Levesque Director 500
Frederick C. Bustard Vice President, Power
Supply & Environment 3,216
Larry E. LaPlante Vice President, Finance,
Administration and Treasurer 222
Stephen A. Johnson Vice President, Customer Service
& General Counsel, Secretary
& Clerk 281
All Directors and Officers as a Group (Thirteen) 11,499
(1) The Directors and Officers as a group own in the aggregate less
than 1% of the Company's outstanding Common Stock.
(2) 1,250 of these shares are held by Mr. Hovey's spouse. Mr. Hovey
disclaims beneficial ownership of all such shares.
None of the persons listed above own beneficially, directly or
indirectly, any of the securities of the Company's Subsidiary, Maine and New
Brunswick Electrical Power Company, Limited (the "Subsidiary").
Page 2
ELECTION OF DIRECTORS
The shares represented by the proxies which are executed and returned
without direction will be voted at the meeting for the election as Directors of
the persons named as nominees in the table set forth below but, in the event
that Directors are to be elected by cumulative voting, in the discretion of the
proxy holders as to the manner in which the votes represented thereby will be
distributed among such nominees. All of the nominees have indicated their
willingness to serve as Director until the expiration of their respective terms
and until their successors shall have been duly chosen and qualified.
Should any of the nominees for the office of Director become unable to
accept a nomination or election (which is not anticipated), it is intended that
the persons named in the accompanying form of proxy will vote for the election
of such other person as the Board of Directors may recommend in the place of
such nominee. Nominees for Director who receive the greatest number of votes
by Common Stockholders entitled to vote, even though not a majority of votes
cast, shall be elected. Therefore, abstentions and broker non-votes have no
effect on the election of Directors.
The Company currently has ten Directors, of which four have a term of
office that will expire with the forthcoming Annual Meeting. The Company's
Restated Articles of Incorporation (the "Articles") authorize the Board of
Directors or the Stockholders to fix the number of Directors from time to time,
provided that such number shall not be less than nine nor more than eleven. In
accordance with the Articles, the Board of Directors has fixed the number of
Directors at ten.
The Board is divided into three classes of directorships, with directors
in each class serving staggered three-year terms. One class is elected each
year for a three-year term. The class whose term will expire at the 1998 Annual
Meeting consists of four nominees, all of whom are now Directors of the Company.
Therefore, the Stockholders are asked to elect Messrs. Cariani, Collins, R. G.
Daigle, and Freeman, all of whom have been duly nominated by the Board of
Directors, to serve a term of office until the 2001 Annual Meeting of
Stockholders and their respective successors have been elected and qualified.
DIRECTORS AND NOMINEES
Name and Business Experience for Year First Elected
Last 5 Years Age Director
(Nominees for terms expiring in 2001)
PAUL R. CARIANI (1) (5) 57 1992
President of the Company (as of June 1, 1994)
Executive Vice President, Chief Financial Officer
and Treasurer of the Company (through May 31, 1994)
Presque Isle, Maine
DONALD F. COLLINS (2) (5) 72 1979
Director and Retired President
S. W. Collins Co., Inc.
(Lumber and Building Materials)
Caribou, Maine
RICHARD G. DAIGLE (2) (3) 50 1994
President, Daigle Oil Company
Fort Kent, Maine
Page 3
Name and Business Experience for Year First Elected
Last 5 Years Age Director
(Nominees for terms expiring in 2001 - Continued)
J. GREGORY FREEMAN (5) (6) 61 1985
President and Chief Executive Officer
Pepsi-Cola Bottling Company of Aroostook, Inc.
Presque Isle, Maine
(Directors whose terms expire in 2000)
ROBERT E. ANDERSON (4) (6) 60 1993
President, F. A. Peabody Company
(Insurance) Houlton, Maine
NATHAN L. GRASS (3) 59 1983
President, Grassland Equipment, Inc.
Presque Isle, Maine
J. PAUL LEVESQUE (2) (4) 67 1985
President and Chief Executive Officer
J. Paul Levesque & Sons, Inc. (Lumber Mill) and
Antonio Levesque & Sons, Inc. (Logging Operation)
Masardis, Maine
(Directors whose terms expire in 1999)
D. JAMES DAIGLE (3) 62 1973
President
D & D Management Co.
Orlando, Florida
DEBORAH L. GALLANT (3) 45 1994
President & CEO, D. Gallant Management Associates
(Management Consultants) Portland, Maine
G. MELVIN HOVEY (1) (4) (6) 68 1981
President of the Company (through May 31, 1994) and
Chairman of the Board
Presque Isle, Maine
(1) Mr. Hovey is Director, Chairman of the Board of the Subsidiary. Mr.
Cariani is President of the Subsidiary.
(2) Member of the Audit Committee.
(3) Member of the Executive Compensation Committee.
(4) Member of the Pension Investment Committee.
(5) Member of the Nominating Committee.
(6) Member of the Budget & Finance Committee.
Page 4
DIRECTORS AND COMMITTEE MEETINGS
During the year 1997, the Directors held a total of eight meetings.
The Audit Committee held two meetings in 1997. The functions of the Audit
Committee are to: (1) recommend the selection, retention and termination of the
Company's external auditors; (2) approve in advance the types of professional
services for which the Company would retain the external auditors; (3) review
the overall scope of the audit with external auditors, the financial statements
and external audit results and recommendations of the independent audit with
management; and (4) provide whatever additional functions it deems necessary in
connection with the internal accounting and reporting practices of the Company.
The Executive Compensation Committee held four meetings and the Pension
Investment Committee held two meetings in 1997.
The function of the Executive Compensation Committee is to review the total
compensation of the officers, to make recommendations to the Board with respect
to officer compensation as it deems appropriate, and to oversee the Company's
efforts to promote economic development within its service territory.
The function of the Pension Investment Committee is to review the
management of the Company's pension fund by the pension fund trustee and to make
recommendations with respect to the management of such fund to the Board and
management as it deems necessary.
The Nominating Committee held no meetings in 1997. The function of the
Nominating Committee is to review potential candidates for the office of
Director and to make recommendations to the Board with respect to such
candidates as it deems appropriate. The Nominating Committee will consider
nominees recommended by Stockholders. Such recommendations shall be forwarded
to the Clerk of the Company, PO Box 1209, Presque Isle, ME 04769-1209.
The Budget and Finance Committee held three meetings in 1997. The function
of the Budget and Finance Committee is to review and oversee the capital and
operation budgets of the Company and to make recommendations regarding the same
to the Board as it sees fit.
During 1997, all Directors attended 75% or more of the aggregate number of
meetings of the Board of Directors and committees on which they serve.
EXECUTIVE COMPENSATION
The following summary compensation table sets forth the total compensation
paid by the Company and its Subsidiary in 1995, 1996, and 1997 to Paul R.
Cariani, the Company's Chief Executive Officer, Frederick C. Bustard, the
Company's Vice President, Power Supply and Environment, and to Stephen A.
Johnson, the Company's Vice President, Customer Service and General Counsel.
Except for Messrs. Cariani, Bustard, and Johnson, no executive officer of the
Company had an annual compensation of more than $100,000 during the Company's
last fiscal year, ended December 31, 1997.
Page 5
SUMMARY COMPENSATION TABLE
Annual Compensation (1)
Name & Principal Other Annual (2) All Other
Position Year Salary($) Bonus($) Compensation($) Compensation($)
PAUL R. CARIANI 1997 125,164 0 2,052 0
President and 1996 114,825 0 1,969 0
Chief Executive 1995 107,404 1,250 1,921 0
Officer
FREDERICK C. BUSTARD 1997 111,535 0 1,734 0
Vice President, 1996 102,123 0 1,644 0
Power Supply
Supply and Environment
STEPHEN A. JOHNSON 1997 104,307 0 1,299 0
Vice President, Customer
Service and General Counsel
(1) The Company does not provide any long-term compensation.
(2) The amounts in this column include: (a) For Mr. Cariani in 1997,
$1,260 for the Company's match under the 401(k) Plan; $636 for the
value of insurance premiums paid by the Company to Term Life Insurance
in an amount equal to Mr.Cariani's annual salary; and $156 is the
value of personal use of a Company-owned automobile. For Mr. Cariani
for 1996, $1,156 for the Company's match under the 401(k) Plan; $583
for the value of insurance premiums paid by the Company to Term Life
Insurance in an amount equal to Mr. Cariani's annual salary; and $230
is the value of personal use of a Company-owned automobile. For 1995,
$1,082 for the Company's match under the 401(k) Plan; $424 for the
value of insurance premiums paid by the Company to Term Life Insurance
in an amount equal to Mr. Cariani's annual salary; and $415 is the
value of personal use of a Company-owned automobile. (b) For Mr.
Bustard for 1997, $1,121 for the Company's match under the 401(k)
Program; $523 for the value of insurance premiums paid by the Company
to Term Life Insurance in an amount equal to Mr. Bustard's annual
salary; and $90 is the value of personal use of a Company-owned
automobile. For 1996, $1,027 for the Company's match under the 401(k)
Plan; $475 for the value of insurance premiums paid by the Company to
Term Life Insurance in an amount equal to Mr. Bustard's annual salary;
and $142 is the value of personal use of a Company-owned automobile.
(c) For Mr. Johnson for 1997, $1,046 for the Company's match under
the 401(k) Program; $216 for the value of insurance premiums paid by
the Company to Term Life Insurance in an amount equal to Mr. Johnson's
annual salary; and $37 is the value of personal use of a Company-owned
automobile.
On August 22, 1989, the Company executed employment agreements with Paul
R. Cariani, Chief Executive Officer; Frederick C. Bustard, Vice President, Power
Supply and Environment; and Stephen A. Johnson, Vice President, Customer Service
and General Counsel. (Previous employment agreements with Messrs. Cariani and
Bustard were voided as of that date). Each of these agreements ended on
December 31, 1994, subject to automatic renewals for additional three-year
terms. The agreements provide for severance benefits upon termination for other
than good cause following a change in control of the Company. If the Company
terminates the employment of Messrs. Cariani, Bustard or Johnson within one year
following an unfriendly change in control, the Company will pay him an amount
equal to two times his current annual salary as of the date of the change in
control and will continue his benefits under the Company's then current health,
life and disability (but not pension) plans for eighteen months after
termination. In the event of a friendly change in control of the Company,
Messrs. Cariani, Bustard and Johnson are obligated to continue their employment
for six months after the friendly change in control unless given good reason,
as specified in the agreement (e.g., a material change in duties), to terminate
employment. If any of them terminates employment for good reason during that
six months, the Company will pay him an amount equal to one times his annual
salary as of the date of the friendly change in control and will continue the
specified benefits for
Page 6
twelve months after termination. If any of them terminates employment for any
reason from seven to twelve months after the friendly change in control, the
cash payment and benefit extension shall be reduced by amounts received and
benefits provided since the friendly change in control. On May 9, 1995, the
Company executed an identical employment agreement with Larry E. LaPlante, Vice
President, Finance, Administration, and Treasurer.
In addition, on May 12, 1992, the Company adopted a prior service executive
retirement plan. Under this plan, which is unfunded, certain prior employment
of Mr. Johnson, which is relevant to his present occupation, will be treated as
years of service for the purpose of accruing benefits under the terms of the
Company's pension plan.
RETIREMENT PLAN
Pension costs are not and cannot be readily allocated to individual
employees. The Company normally contributes 100% of the remuneration of plan
participants. The following Pension Plan Table shows the estimated annual
benefits payable upon retirement:
Pension Plan Table
In Dollars
Highest Average Annual
Three Consecutive Years Annual Benefits for Years of Service
Base Salary (1) 15 yrs 20 yrs 25 yrs 30 yrs or more
120,000 23,544 34,044 44,544 55,044
130,000 26,169 37,544 48,919 60,294
140,000 28,794 41,044 53,294 65,544
150,000 31,419 44,544 57,669 70,794
(1) Because of requirements of the Internal Revenue Code, annual
compensation that can be used in calculating retirement benefits is limited to
a maximum of $160,000 in 1997.
The compensation covered by the Plan consists of the participant's highest
average annual three consecutive years salary, which corresponds to the salary
shown on the Summary Compensation Table above. Benefits under the Plan are
computed based on a straight-life annuity and are subject to benefits under the
Federal Social Security Act. The table above reflects benefits after the Social
Security offset.
The estimated annual benefits payable upon retirement to the Company's
current executive officers, Messrs. Cariani, Bustard, Johnson and LaPlante were
$57,059, $50,064, $45,477, and $35,772, respectively. These amounts are based
upon the assumption that these officers will continue their employment at their
salary rate at January 1, 1998, until their normal retirement dates and the
Company's retirement plan will continue in effect. Messrs. Cariani, Bustard,
Johnson and LaPlante have 27, 33, 12, and 13 years, respectively, in the plan.
Mr. Johnson is also entitled to the prior service retirement plan, which was
described in the "Executive Compensation" section.
Directors who are not employees of the Company are not eligible to
participate in the Company's Retirement Plan.
Page 7
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of
a registered class of the Company's equity securities to file with the
Securities and Exchange Commission and the American Stock Exchange initial
reports of changes in ownership of Common Stock of the Company. Officers,
directors and greater than ten-percent beneficial owners are required by the SEC
to furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 1997, all such
Section 16(a) filing requirements were complied with, except that a change in
ownership report filed by Donald F. Collins on March 26, 1997 should have been
filed on or before March 10, 1997.
DIRECTORS' COMPENSATION
Directors who are not employees are compensated on an annual basis of
$5,000, except for the Chairman whose annual compensation is $8,000. In
addition, non-employee Directors are paid $500 for each Directors' Meeting
attended and are reimbursed for any reasonable travel expenses. Non-employee
Directors are also paid $500 for each Committee Meeting attended if that
Committee Meeting is not held on the same day as a Directors' Meeting. If the
Committee is held on the same day as a Directors' Meeting, non-employee
Directors are paid $300 for each Committee Meeting attended. The Chair
of each Committee is compensated on an annual basis of $500.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee during the fiscal year
1997 were Messrs. R. G. Daigle, D. J. Daigle, Grass, and Ms. Gallant, none of
whom are now, or have ever been, employees or officers of the Company. Except
for their positions as directors, Messrs. R. G. Daigle, D. J. Daigle, Grass, and
Ms. Gallant, have not engaged and are not proposing to engage, in any
transactions with the Company in which they have a direct or indirect material
interest.
None of the Company's executives served as directors of any other entity
under conditions requiring disclosure in this Proxy Statement.
BOARD EXECUTIVE COMPENSATION COMMITTEE REPORT
The Company's Executive Compensation Committee met on May 12, 1997, to
develop recommendations for salary levels for all executive officers for the
twelve months beginning June 1, 1997. The Committee's recommendations were
adopted by the entire Board, without material modification, on May 13, 1997.
In developing recommended executive base salary levels, the Committee
relied on reports by independent management consultants reviewing executive
salary levels for comparable utility companies as well as certain businesses
within the Company's service territory. The Committee also reviews with the
Chief Executive Officer the performance of the other executive officers. The
entire Board reviews the Chief Executive Officer's performance in his
Page 8
absence. In making specific base salary recommendations for the individual
executive officers the Committee also considers the officer's performance, the
general economy in the Company's service territory and the Company's overall
financial condition, both currently and as anticipated during the period the
salary will be in effect. The Committee does not currently use any specific
quantitative measures or indices of Company performance in developing its base
salary recommendations for any of the executive officers, including the Chief
Executive Officer, nor does it have formal salary grades and ranges. Instead,
the Committee's decisions are based upon an informal and subjective review of
the matters described above.
In addition to any adjustments to executive base salaries, the Company has
also adopted an Executive Incentive Compensation Plan for all executive
officers. The Plan provides for graduated awards expressed as a percent of the
executive officer's base salary (up to a maximum of 15%) for quantitative
performance-related goals. For the 1997 salary adjustment, these goals include
attaining earnings based on a ratemaking methodology in excess of the return on
equity most recently authorized for the Company by the Maine Public Utilities
Commission (MPUC), savings of controllable expenditures as established by the
Board's Budget and Finance Committee, attaining customer satisfaction and
reliability levels approved by the MPUC, maintaining competitive rates, avoiding
the loss of a major customer and improvements on the Company's safety
performance. Performance in each of these areas can result in an award of
anywhere between 1% and 4% of base salary. For the 1997 salary adjustment, no
award of any amount can be made under the Plan if earnings are not at least
equal to the MPUC's authorized return on equity. Because this earning target
was not achieved, no award was made under this Plan in 1997.
On May 13, 1997, the entire Board, acting on this Committee's
recommendation, modified the Plan to allow awards equal to 50% of the authorized
adjustment even if the earnings target is not met. This will apply to executive
compensation adjustments beginning in 1998. The Board also added the
development of an unregulated business to the Plan goals.
D. JAMES DAIGLE
RICHARD G. DAIGLE
DEBORAH L. GALLANT
NATHAN L. GRASS, Chairman
Members, Executive Compensation Committee
INDEPENDENT PUBLIC ACCOUNTANTS
For many years, the firm of Deloitte & Touche, LLP, (Deloitte & Touche)
independent public accountants, was engaged by the Company as the principal
independent accountant to audit the Company's financial statements. On March
1, 1996, the Company's Board of Directors, based on a recommendation of the
Audit Committee, voted to engage the firm of Coopers & Lybrand, LLP, (Coopers
& Lybrand) independent public accountants, as the Company's principal accountant
beginning with the 1996 fiscal year audit and not to use the services of
Deloitte & Touche. This change in accountants followed the Company's issuance
in November, 1995 of a request for proposal to six major independent accounting
firms to audit the Company's financial statements. The Company issued this
request solely to determine whether it could reduce the fees it pays for
accounting services. Three firms, including Deloitte & Touche and Coopers &
Lybrand, responded to this request. Based solely on the Audit Committee's
review of these responses, and the terms of the request, the Board engaged
Coopers & Lybrand, whose bid price was substantially lower than any other
received by the Company, as the Company's principal accountant for a term of at
least three years, beginning in fiscal year 1996. As a result of this vote, the
Company informed Deloitte & Touche that it would not renew its year to year
engagement letter with that firm.
Page 9
Deloitte & Touche's report on the Company's financial statements for either
fiscal years 1995 or 1994 did not contain any adverse opinion or disclaimer of
opinion or any modification or qualification.
At no time during fiscal years 1995 and 1994 or any time thereafter has
there been any disagreement between the Company and the firm of Deloitte &
Touche on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. At no time during the Company's
fiscal years 1995 and 1994 or anytime thereafter did any event occur between the
Company and Deloitte & Touche that would require further reporting in this Proxy
Statement.
At no time during fiscal years 1995 and 1994 or any time thereafter prior
to the Company's engaging Coopers & Lybrand did the Company consult Coopers &
Lybrand regarding either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements.
No representatives of either Deloitte & Touche or Coopers & Lybrand are
expected to be present at the Annual Meeting of Stockholders.
CORPORATE PERFORMANCE GRAPH
The following table compares total shareholder returns over the last five
fiscal years to the American Market Value Index (AMEX) and the S&P Utilities
Index (S&P). Total return values for the AMEX, S&P, and Maine Public Service
(MPS) were calculated based on cumulative total return values assuming
reinvestment of dividends. As depicted on the performance graph, both the AMEX
Index and the S&P Utilities Index exceeded the five year total return for MPS
stock. The shareholder return, shown on the graph, is not necessarily
indicative of future performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN *
AMONG MAINE PUBLIC SERVICE COMPANY, THE AMEX MARKET VALUE INDEX
AND THE S & P UTILITIES INDEX
12/92 12/93 12/94 12/95 12/96 12/97
Maine Public
Service
Company
(MAP) 100 106 92 103 96 69
AMEX
Market
Value 100 120 109 137 146 177
S & P
Utilities 100 114 105 150 154 192
* $100 INVESTED ON 12/31/92 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
Page 10
STOCKHOLDER PROPOSALS
Stockholder proposals intended for inclusion in the 1998 Proxy and Proxy
Statement must be received by the Clerk of the Company, PO Box 1209, Presque
Isle, Maine 04769-1209, not later than December 5, 1998.
ADDITIONAL INFORMATION TO STOCKHOLDERS
Any Stockholder who is a beneficial owner of Maine Public Service Company's
securities, may, upon written request and without charge, obtain a copy of the
Company's Annual Report or Form 10-K for 1997, including financial statements
and schedules, but not exhibits. Any such request should be directed to Mr.
Stephen A. Johnson, Clerk of Maine Public Service Company, P. O. Box 1209,
Presque Isle, Maine 04769-1209.
ANNUAL REPORT FOR 1997
The Annual Report for the fiscal year ended December 31, 1997, has been
mailed to all Stockholders of the Company with this Proxy and Proxy Statement.
DISCRETIONARY AUTHORITY
The only business to be presented to the meeting, by any persons, of which
the Company is aware is that which is specified in said notice, and any action
in connection with or for the purpose of affecting the same. The accompanying
form of proxy provides for discretionary authority for the persons named in the
Proxy, or any substitute, to vote in accordance with their judgment on any
matters other than those specified in the notice which may properly come before
the meeting and the Proxy will be voted in accordance with such discretionary
authority.
Maine Public Service Company
209 State Street
P. O. Box 1209
Presque Isle, Maine 04769-1209
Tel. No. (207) 768-5811 - FAX No. (207) 764-6586
Home Page: http://www.mainerec.com/mpsco.html - E-Mail: mainepub@mfx.net
Page 11
(Front of Proxy Card)
MAINE PUBLIC SERVICE COMPANY
Solicited by the Board of Directors for use at the
Annual Meeting of Stockholders of Maine Public Service
Company-May 12,1998 at 10:00 A.M.
209 State Street, Presque Isle, Maine.
The undersigned hereby appoints G. Melvin Hovey, Paul R. Cariani and
Stephen A. Johnson, or any one or more of them, attorneys and proxies, with full
power of substitution and revocation in each, for and on behalf of the
undersigned and with all the powers the undersigned would possess if personally
present, to vote upon all matters coming before the above Annual Meeting and
any adjournment thereof all shares of Common Stock of Maine Public Service
Company that the undersigned would be entitled to vote at such meeting.
The shares represented by this proxy will be voted as directed by the
stockholder. If no direction is given when the duly executed proxy is returned,
such shares will be voted "FOR all nominees" in Item 1.
(Continued, and to be signed, on reverse side)
MAINE PUBLIC SERVICE COMPANY
P.O. BOX 11363
NEW YORK, N.Y. 10203-0363
(Back of Proxy Card)
The Board of Directors Recommends a vote "FOR all nominees" in Item 1.
Item 1 - Election of the following
nominees as Directors:
FOR all nominees listed below (X)
WITHHOLD AUTHORITY to vote
for all nominees listed below (X)
* EXCEPTIONS (X)
Nominees: Messrs. Paul R. Cariani, Donald F. Collins, Richard G. Daigle, J.
Gregory Freeman
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
* Exceptions:
Change of Address and/ (X)
or Comments Mark Here
Please mark, date and sign your name as it
appears at left. If acting as executor,
administrator, trustee, guardian, etc., you
should so indicate when signing. If the signer
is a corporation, please sign in full
corporate name by duly authorized officer. If
shares are held jointly, either stockholder
named may sign.
Dated: 1998
Signature
Signature
Votes MUST be indicated
(x) in Black or Blue ink. (X)
Sign, Date and Return the Proxy Card in the Enclosed Envelope.