MAINE PUBLIC SERVICE COMPANY
209 STATE STREET, PO BOX 1209
PRESQUE ISLE, MAINE 04769-1209
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 11, 1999
April 5, 1999
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 11, 1999, at 10:00 a.m.
(Eastern Daylight Time), for the following purposes:
1. Electing three members of the Board of Directors to serve until the
Annual Meeting of the Stockholders in 2002, 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, 1999, 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 11, 1999
April 5, 1999
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 11, 1999, 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 5,
1999.
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, 1999 (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, 1998, 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. 85,500 5.3%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Franklin Resources, Inc. 120,000 7.4%
777 Mariners Island Blvd.
San Mateo, CA 94403-7777
As of March 1, 1999, 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 1,000
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 3,216
& Environment
Larry E. LaPlante Vice President, Finance, Administration 222
and Treasurer
Stephen A. Johnson Vice President, Customer Service & 370
General Counsel, Secretary & Clerk
All Directors and Officers as a Group (Thirteen) 12,088
(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 three 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 1999 Annual
Meeting consists of three nominees, all of whom are now Directors of the
Company. Therefore, the Stockholders are asked to elect Messrs. D. J. Daigle,
G. M. Hovey, and Ms. D. L. Gallant, all of whom have been duly nominated by the
Board of Directors, to serve a term of office until the 2002 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 2002)
D. JAMES DAIGLE (3) . . . . . . . . . 63 . . . . . . . . . 1973
President
D & D Management Co.
Orlando, Florida
DEBORAH L. GALLANT (3) . . . . . . . 46. . . . . . . . . . 1994
President & CEO, D. Gallant Management Associates
(Management Consultants) Portland, Maine
G. MELVIN HOVEY (1) (4) (6) . . . . . 69 . . . . . . . . . 1981
President of the Company (through May 31, 1994) and
Chairman of the Board
Presque Isle, Maine
Page 3
Name and Business Experience for Year First Elected
Last 5 Years Age Director
(Directors whose terms expire in 2001)
PAUL R. CARIANI (1) (5) . . . . . . . 58 . . . . . . . . . .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) . . . . . . 73 . . . . . . . . . .1979
Director and Retired President
S. W. Collins Co., Inc.
(Lumber and Building Materials)
Caribou, Maine
RICHARD G. DAIGLE (2) (3) . . . . . . 51 . . . . . . . . . .1994
President, Daigle Oil Company
Fort Kent, Maine
J. GREGORY FREEMAN (5) (6) . . . . . .62 . . . . . . . . . .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) . . . . . .61 . . . . . . . . . .1993
Chairman of the Board, Chief Financial Officer
and Former President
F. A. Peabody Company
(Insurance) Houlton, Maine
NATHAN L. GRASS (3) . . . . . . . . . 60 . . . . . . . . . .1983
President, Grassland Equipment, Inc.
Presque Isle, Maine
J. PAUL LEVESQUE (2) (4) . . . . . . .68 . . . . . . . . . .1985
President and Chief Executive Officer
J. Paul Levesque & Sons, Inc. (Lumber Mill) and
Antonio Levesque & Sons, Inc. (Logging Operation)
Masardis, 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 1998, the Directors held a total of seven meetings.
The Audit Committee held two meetings in 1998. 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 three meetings, and the Pension
Investment Committee held three meetings in 1998.
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 1998. 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 two meetings in 1998. 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 1998, 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 1996, 1997, and 1998 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 $100,000 during the Company's
last fiscal year, ended December 31, 1998.
Page 5
SUMMARY COMPENSATION TABLE
Annual Compensation (1)
Name & Principal (2) Other Annual(3) All Other
Position Year Salary($) Bonus($) Compensation($) Compensation($)
PAUL R. CARIANI 1998 127,776 4,854 2,084 0
President and 1997 125,164 0 2,052 0
Chief Executive Officer 1996 114,825 0 1,969 0
FREDERICK C. BUSTARD 1998 112,110 4,332 1,994 0
Vice President, Power 1997 111,535 0 1,734 0
Supply and Environment 1996 102,123 0 1,644 0
STEPHEN A. JOHNSON 1998 104,013 3,990 1,455 0
Vice President, 1997 104,307 0 1,299 0
Customer Service and
General Counsel
- --------------------------------
(1) The Company does not provide any long-term compensation.
(2) Refer to the Board Executive Compensation Committee Report,
beginning on Page 8.
(3) The amounts in this column include: (a) For Mr. Cariani in 1998,
$1,334 for the Company's match under the 401(k) Plan; $697 for the value
of insurance premiums paid by the Company for Term Life Insurance in an
amount equal to Mr. Cariani's annual salary; and $53 is the value of
personal use of a Company-owned automobile. 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 for 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 in 1996, $1,156 for the
Company's match under the 401(k) Plan; $583 for the value of insurance
premiums paid by the Company for 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. (b) For Mr. Bustard in 1998, $1,173 for the
Company's match under the 401(k) Program; and $821 for the value of
insurance premiums paid by the Company for Term Life Insurance in an amount
equal to Mr. Bustard's annual salary. For Mr. Bustard in 1997, $1,121 for
the Company's match under the 401(k) Program; $523 for the value of
insurance premiums paid by the Company for 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 Mr. Bustard in 1996, $1,027 for the
Company's match under the 401(k) Plan; $475 for the value of insurance
premiums paid by the Company for 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 in 1998, $1,084 for the
Company's match under the 401(k) Program; $310 for the value of insurance
premiums paid by the Company for Term Life Insurance in an amount equal to
Mr. Johnson's annual salary; and $61 is the value of personal use of a
Company-owned automobile. For Mr. Johnson in 1997, $1,046 for the
Company's match under the 401(k) Program; $216 for the value of insurance
premiums paid by the Company for 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
Page 6
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 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 23,442 33,942 44,442 54,942
130,000 26,067 37,442 48,817 60,192
140,000 28,692 40,942 53,192 65,442
150,000 31,317 44,442 57,567 70,692
160,000 33,942 47,942 61,942 75,942
- ---------------------------------
(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 1998.
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
$60,680, $51,414, $48,810, and $39,168, respectively. These amounts are based
upon the assumption that these officers will continue their employment at their
salary rate at January 1, 1999, until their normal retirement dates and the
Company's retirement plan will continue in effect. Messrs. Cariani, Bustard,
Johnson and LaPlante have 28, 34, 13, and 14 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, 1998, all such
Section 16(a) filing requirements were complied with.
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 Meeting 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
1998 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, 1998, to
develop recommendations for salary levels for all executive officers for the
twelve months beginning June 1, 1998. The Committee's recommendations were
adopted by the entire Board, without material modification, on May 12, 1998.
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 absence.
In making specific base salary recommendations for the individual executive
officers the Committee also
Page 8
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 1998 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, developing new products and service programs,
improvements in the Company's safety performance, and developing a
Board-approved unregulated business. Performance in each of these areas can
result in an award of anywhere between 1% and 4% of base salary. Moreover, if
the earnings target is not met, awards will be made for attainment of the other
specified goals, but only at 50% of the authorized adjustment. For the 1998
salary adjustment, the controllable expenses, customer satisfaction, competitive
rates, no loss of a major customer, and safety goals were wholly or partially
satisfied, for a total value of 7.84%. Because the earnings target was not met,
the actual award for 1998 was 3.92%, or 50% of this value.
D. JAMES DAIGLE
RICHARD G. DAIGLE
DEBORAH L. GALLANT
NATHAN L. GRASS, Chairman
Members, Executive Compensation Committee
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of PricewaterhouseCoopers, LLP, (PWC) independent public
accountants, has been appointed by the Board of Directors for each year since
1996 to examine the accounts of the Company. Representatives of PWC are not
expected to be present at the Annual Meeting of Stockholders.
Page 9
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 5 YEAR CUMULATIVE TOTAL RETURN *
AMONG MAINE PUBLIC SERVICE COMPANY,
THE AMEX MARKET VALUE INDEX
AND THE S & P UTILITIES INDEX
CUMULATIVE TOTAL RETURN
12/93 12/94 12/95 12/96 12/97 12/98
MAINE PUBLIC SERVICE COMPANY 100 86 97 90 65 88
AMEX MARKET VALUE INDEX 100 91 115 122 148 151
S & P UTILITIES 100 92 131 135 168 193
* $100 INVESTED ON 12/31/93 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
Page 10
STOCKHOLDER PROPOSALS
Stockholder proposals intended for inclusion in the 2000 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, 1999.
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 1998, 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 1998
The Annual Report for the fiscal year ended December 31, 1998, 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 11,1999 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 ( )
WITHHOLD AUTHORITY to vote
for all nominees listed below ( )
* EXCEPTIONS ( )
Nominees: D. James Daigle, Deborah L. Gallant, G. Melvin Hovey
(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/ ( )
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: , 1999
Signature
Signature
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