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: August 17, 2004
Date of earliest event reported: August 13, 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 Invests in Atlantic Canadian Real Estate
PRESQUE ISLE, Maine--(BUSINESS WIRE)--Aug. 17, 2004--(AMEX:MAM):
Maine & Maritimes Corporation's (MAM's) Canadian subsidiary, Maricor
Properties Ltd, announced today that it has completed a transaction to
acquire its first multi-tenant office complex in Moncton, New
Brunswick. Maricor Properties is the real estate development and
investment subsidiary of MAM focused on sustainable real estate
redevelopment and development within Atlantic Canada.
According to J. Nick Bayne, President and CEO of Maine & Maritimes
Corporation, "After months of evaluating numerous potential projects
for our first real estate redevelopment project, we're excited to have
found what we believe to be an excellent beginning project to reflect
the values we bring to the market. We strongly believe that both
significant needs and opportunities exist within Atlantic Canada for
real estate redevelopment within downtown redevelopment districts,
helping to control urban sprawl and revitalize vital urban districts.
Our investment in the 77 Vaughan Harvey facility in Moncton, New
Brunswick, an approximate $2 million ($US) investment and
redevelopment project, allows us to make a solid investment on behalf
of our shareholders, leverage the sustainable engineering services of
our Eastcan Division of Maricor Ltd headquartered in Moncton, and to
invest in a city that we believe has great long-term potential.
Through our redesign of the facility and our sustainable lifecycle
asset management capabilities, we intend to create a renewed and
prestigious office environment that we hope will serve as an
additional economic development asset for Moncton."
"Beyond our first Moncton real estate investment, we are quite
pleased to have structured a key relationship with Ashford Investments
of Moncton. As a regional real estate development and facilities
management firm, its local market knowledge and facilities management
skills match our strategy and capabilities exceptionally well. We
believe this relationship and our combined capabilities will serve
both our shareholders and the Atlantic Canada target market well."
Redevelopment work will begin immediately, with an October 1,
2004, target date for the first new tenants to relocate to the
facility, which will become known as The Maricor Building. In addition
to other tenants, the Eastcan Division of Maricor Ltd will relocate
its regional headquarters to the facility.
On July 16, 2004, Ashford Investments Inc. ("Ashford"), a Moncton,
New Brunswick headquartered real estate development and management
company, assigned all its rights and responsibilities in connection
with the purchase of a mid-rise, multi-tenant office complex located
at 77 Vaughan Harvey Boulevard in the downtown area of Moncton, New
Brunswick, Canada (the "Vaughan Harvey Property") from Sun Life
Assurance Company of Canada ("Sun Life") to Maricor Properties Ltd. On
July 7, 2004, Sun Life, mortgagor of the Vaughan Harvey Property,
previously filed and gave public notice of its intent to sell the
Vaughan Harvey Property unless the mortgage, principal and interest
together with costs of the power of sale were paid by 11:00 a.m. on
Friday, August 13, 2004. The "Notice of Private Sale" under the "Power
of Sale Under Mortgage" filed by Sun Life was predicated upon (1) a
written "Agreement of Purchase and Sale" accepted by Sun Life from
Ashford Investments on July 1, 2004; (2) the contractual provisions
pursuant to the Mortgage; and (3) Section 44 of the New Brunswick
Property Act, R.S.N.B. 1973,c P-19. On July 24, 2004, Maricor
Properties Ltd and Ashford entered into a confirmation of full
assignment of the "Agreement of Purchase and Sale" with Sun Life,
completing the July 16, 2004, assignment of Ashford's rights and
obligations in connection with the purchase of the Vaughan Harvey
Property to Maricor Properties Ltd.
On August 13, 2004, Maricor Properties Ltd completed the
acquisition of the Vaughan Harvey Property from Sun Life. The
multi-tenant facility will become the headquarters for the Eastcan
Division of Maricor Ltd, a subsidiary of The Maricor Group, a Maine &
Maritimes Corporation subsidiary. Maricor Properties Ltd will
undertake significant renovations of the mid-rise office complex,
particularly related to mechanical and electrical systems, as well as
certain exterior renovations. Mechanical and electrical engineering
services in connection with the anticipated renovations will be
provided by the Eastcan Division of Maricor Ltd.
In connection with the Maricor Properties Ltd's acquisition of the
Vaughan Harvey Property, a Letter of Intent was entered into on July
1, 2004, between MAM and Ashford DG Holdings Ltd ("Ashford DG"), the
parent company of Ashford, that set forth the general terms and
conditions of the Vaughan Harvey Property acquisition and the
establishment of a strategic business relationship between MAM and
Ashford DG and certain of its subsidiaries (the "Ashford Group"). The
agreement establishes among other things:
-- An agreement by Ashford to sell to Maricor Properties Ltd a
small parcel of property adjoining the Vaughan Harvey
Property;
-- That, subject to the execution of a mutually acceptable
management agreement, that Ashford Properties Inc., a
subsidiary of Ashford, will serve as the exclusive agent for
the management and leasing of the Vaughan Harvey Property;
-- The granting of certain rights of first refusal from the
Ashford Group to MAM or Maricor Properties Ltd in connection
with certain assets of the Ashford Group;
-- The granting of certain reciprocal rights of first refusal
between Maricor Properties Ltd and the Ashford Group in
connection with real estate assets and development projects to
be identified or proposed in the future;
-- The granting of economic participation by the Ashford Group in
the Vaughan Harvey Property in the event of a sale or after a
period of ten years; and
-- An agreement that the Ashford Group will have the right to
economic participation in additional building assets that may
be developed on the Vaughan Harvey Property.
Maricor Properties Ltd is a Nova Scotia, Canada headquartered real
estate development and investment company and a subsidiary of Maine &
Maritimes Corporation. Its primary market focus is Atlantic Canada,
particularly focusing on commercial facility and leisure real estate
assets in urban redevelopment districts, historic districts, and
coastal regions, as well as public facility infrastructure projects.
It maintains a commitment to sustainable redevelopment and
development, working to balance energy, economic and environmental
values. Maricor Properties Ltd is the parent company of Mecel
Properties Ltd, which owns the Halifax, Nova Scotia office facility in
which the Morris & Richard Division of Maricor Ltd is housed.
Maricor Ltd is the Canadian subsidiary of The Maricor Group. The
Maricor Group, a subsidiary of Maine & Maritimes Corporation, is a
facility engineering and development company. Its vision is to serve
as a leading creator, developer, and integrator of energy efficiency
and asset renewal solutions in support of economic and environmental
sustainability. Its range of facility engineering and development
services are built on sustainable lifecycle management principles. By
combining professional know-how and proven technology with an approach
tailored to clients' needs, it works to improve facilities' energy
efficiency and environmental performance, while reducing facility
lifecycle costs.
Maine & Maritimes Corporation is the parent company of Maine
Public Service Company, a regulated electric transmission and
distribution utility. MAM is also the parent company of The Maricor
Group, its Canadian subsidiary, Maricor Ltd, and its US subsidiary RES
Engineering, Inc., both engineering, asset development and lifecycle
asset management services companies; Maricor Properties Ltd, a
Canadian real estate development and investment company, and its
Canadian subsidiary Mecel Properties Ltd. MAM's headquarters is in
Presque Isle, Maine and its subsidiaries maintain offices in Moncton
and Saint John, New Brunswick, Canada; Halifax, Nova Scotia, Canada;
Hudson and Boston, Massachusetts, and Portland, 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
Email: aaribas@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: August 17, 2004
By: /s/ Kurt A. Tornquist
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Kurt A. Tornquist
Senior Vice President, Chief Financial Officer and Treasurer