SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: June 17, 2004
Date of earliest event reported: June 15, 2004
MAINE & MARITIMES CORPORATION
(Exact name of registrant as specified in its charter)
Maine
(State or other jurisdiction of
incorporation or organization)
333-103749
(Commission File No.)
30-0155348
(I.R.S. Employer Identification No.)
209 State Street, Presque Isle, Maine 04769
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: 207-760-2499
Maine & Maritimes Corporation
Item 5. Other Events
Maine & Maritimes Corporation Begins U.S. Expansion; Acquires Boston
Engineering Firm
PRESQUE ISLE, Maine--(BUSINESS WIRE)--June 17, 2004--Maine &
Maritimes Corporation (AMEX ticker symbol: MAM) today, through its
subsidiary, Maine & Maritimes Energy Services Company, dba "The
Maricor Group," announced the acquisition of RES Engineering, Inc.,
one of Boston's leading mechanical and electrical engineering firms
with offices in Boston and Hudson, Massachusetts. The acquisition will
expand The Maricor Group's sustainable facilities and energy
engineering group. This represents The Maricor Group's second
strategic acquisition within the last three weeks and third
acquisition within the last seven months. On December 1, 2003, The
Maricor Group's Canadian subsidiary, Maricor Ltd, purchased Eastcan
Consulting Engineers, Ltd with offices in Moncton and Saint John, New
Brunswick and established a presence in Atlantic Canada. On June 1,
2004, The Maricor Group's Canadian subsidiary, Maricor Ltd, purchased
Morris & Richard Consulting Engineers located in Halifax, Nova Scotia,
further expanding its existing Atlantic Canada presence. The Maricor
Group and its Canadian subsidiary, Maricor Ltd, headquartered in
Presque Isle, Maine, now have subsidiaries with engineering offices in
Moncton and Saint John, New Brunswick; Halifax, Nova Scotia; and
Boston and Hudson, Massachusetts; with sales and development offices
in Portland, Maine and Boston, Massachusetts. As a result of the
acquisition, RES Engineering, Inc. will become a wholly-owned
subsidiary of The Maricor Group.
"The completion of our acquisition of RES Engineering represents a
critical step in our overall strategic plan to become the premier
sustainable facilities engineering group serving the eastern Canadian
provinces and New England. Having reviewed the capabilities of
numerous firms throughout the New England region, we are extremely
pleased to have the RES Engineering team join The Maricor Group. Their
broad diversity of mechanical and electrical engineering products and
services, combined with their leading edge capabilities, represents an
excellent strategic fit with The Maricor Group's focus on sustainable
facilities, which includes building or refurbishing the Northern
Atlantic region's facilities infrastructure. RES's excellent
reputation, focus on leadership in energy and environmental designs,
and quality client base, including major public school systems,
universities and hospitals within the greater Boston region were key
in our acquisition decision," stated J. Nick Bayne, President and CEO
of Maine & Maritimes Corporation. The Maricor Group is a leading
engineering and development firm addressing the pressing energy,
environmental, and facilities engineering needs facing North America.
"We are optimistic about the outlook for growth for our product
and service lines within New England and Atlantic Canada, especially
the greater Boston region. The Maricor Group has rapidly become a very
important part of Maine & Maritimes Corporation's portfolio growth
approach. With the acquisition of RES Engineering, The Maricor Group
now represents almost forty percent of our total employment base. We
believe this acquisition, along with the future plans of The Maricor
Group, creates a diversified and profitable platform for ongoing
creation of shareholder value," stated Bayne.
"We are most pleased to have John Abraham, former President of RES
Engineering, Inc., assume the leadership role of Vice President of The
Maricor Group and as Vice President and Chief Operating Officer of RES
Engineering, Inc. Pat Curran and Matt Stelmach, formerly of RES
Engineering, Inc., will also serve as Vice Presidents of the new
company. According to Abraham, "The opportunity to join The Maricor
Group significantly expands our capabilities, while allowing us to
continue to provide the quality of service and level of commitment to
our existing customers. Key in our decision to join The Maricor Group
was the company's similar commitment to our customers and employees,
as well as their philosophies relative to energy and environmental
sustainability and designs."
"As with all of The Maricor Group's mechanical and electrical
engineering firm acquisitions, our new RES Engineering Division will
continue to provide its New England clients with quality and
innovative fee-for-service consulting engineering services, as well as
expanded offerings and capabilities," stated John Havrilla, Vice
President and Chief Operating Officer of The Maricor Group. "Through
the integration of our leading facility asset lifecycle management and
engineering solutions, combined with our financial and development
offerings, The Maricor Group assists clients in improving their
facilities' operational and financial performance, while complying
with public policy mandates and addressing both economic and
environmental sustainability issues."
The Maricor Group provides a broad range of mechanical and
electrical engineering and facility lifecycle asset management
services to industrial, commercial, and government clients. The
company specializes in integrating facility engineering services with
sustainable facility planning and management to optimize capital and
operating budgets, decrease deferred maintenance liabilities, enhance
environmental performance, and extend the lifecycle of facilities. The
Maricor Group's Development Division focuses on the ownership and
operation of facility-based assets, including infrastructure and
energy related assets. The Group's services address the increasingly
acute financial and infrastructure challenges facing federal, state,
provincial, and municipal government markets, including hospitals,
schools, universities and prisons within New England and the eastern
Canadian provinces.
According to Bayne, "We face a unique challenge across North
America. With increasing energy costs and lingering questions
concerning energy reliability, rising interest rates, a need to
address global warming issues, and spiraling deferred facilities
infrastructure maintenance liabilities, we see a strong market demand
for our facility-based services that focus on economic and
environmental sustainability. Given the limited economic resources of
state, provincial, and local governments, it is clear that we must
merge financial, environmental, and engineering solutions to resolve
their array of facility-based challenges. Many government facilities,
such as universities, schools, and hospitals, must aggressively
address their deferred maintenance liabilities to ensure the
continuing integrity of facilities, while working diligently to
control increasing operating costs."
RES Engineering, Inc., headquartered in Hudson, Massachusetts,
with offices in downtown Boston, was incorporated in Massachusetts in
1993 by John Abraham. The firm is ISO 9001 and LEED certified. Terms
of the RES Engineering acquisition were not disclosed.
Maine & Maritimes Corporation is a publicly traded company on the
American Stock Exchange under the ticker symbol ("MAM") and is the
parent company of Maine Public Service Company ("MPS"), a regulated
electric transmission and distribution utility; and Maine & Maritimes
Energy Services Company, dba "The Maricor Group," and its Canadian
subsidiary, Maricor Ltd, are both facility engineering, development,
and lifecycle asset management companies. The Maricor Group owns
exclusive marketing rights to the iPlan(TM) and Building Blocks(TM)
lifecycle asset management software for New England and Atlantic
Canada through its strategic alliance with Delinea, a leading
technology company headquartered in Dallas, Texas. MAM, MPS, and The
Maricor Group have principal corporate offices in Presque Isle, Maine.
MAM's corporate website is: www.maineandmaritimes.com.
Cautionary Statement Regarding Forward-Looking Information
NOTE: This presentation contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, as amended. Although Maine
& Maritimes Corporation ("MAM") believes that in making such
statements, its expectations are based on reasonable assumptions, any
such statement involves uncertainties and risks. MAM cautions that
there are certain factors that can cause actual results to differ
materially from the forward-looking information that has been
provided. The reader is cautioned not to put undue reliance on this
forward-looking information, which is not a guarantee of future
performance and is subject to a number of uncertainties and other
factors, many of which are outside the control of MAM; accordingly,
there can be no assurance that such indicated results or events will
be realized.
The information herein is qualified in its entirety by reference
to factors contained in the Forward-Looking Statement of the
Management's Discussion and Analysis of Financial Condition and
Results of Operation in Maine & Maritimes Corporation's Form 10-K for
the year ended December 31, 2003, and subsequent securities filings,
as well as, but not necessarily limited to the following factors: the
impact of recent and future federal and state regulatory changes in
environmental and other laws and regulations to which MAM and its
subsidiaries are subject, as well as changes in application of
existing laws and regulations; current and future litigation; interest
rates; general economic conditions; the performance of projects
undertaken by unregulated businesses; the success of efforts to invest
in and develop new opportunities; internal restructuring or other
restructuring options that may be pursued by MAM or its subsidiaries,
including acquisitions or dispositions of assets or businesses, which
cannot be assured to be completed or beneficial to MAM or its
subsidiaries; financial market conditions; the effects of terrorist
incidents; weather; the timing and acceptance of new product and
service offerings; general industry trends; changes in business
strategy and development plans; capital market conditions and the
ability to raise capital; competition; and rating agency actions,
among others.
CONTACT: Maine & Maritimes Corporation
Annette Arribas, 207-760-2402
VP Corporate Compliance & Investor Relations
aarribas@maineandmaritimes.com
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
MAINE & MARITIMES CORPORATION
Date: June 17, 2004
By: /s/ J. Nicholas Bayne
J. Nicholas Bayne, President & CEO