-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VRmHOBr0c8aQU7UwmAUZ4DwHukS0ph8S95U7ZgDZ5RCUoPUp+dJJqZRNjTyGhlyi TztteuUoNzLNkJ0tko5B1Q== 0000009548-00-000009.txt : 20000501 0000009548-00-000009.hdr.sgml : 20000501 ACCESSION NUMBER: 0000009548-00-000009 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANGOR HYDRO ELECTRIC CO CENTRAL INDEX KEY: 0000009548 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 010024370 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-10922 FILM NUMBER: 611525 BUSINESS ADDRESS: STREET 1: 33 STATE ST CITY: BANGOR STATE: ME ZIP: 04401 BUSINESS PHONE: 2079455621 MAIL ADDRESS: STREET 1: PO BOX 932 CITY: BANGOR STATE: ME ZIP: 04401 10-K/A 1 10-K/A BANGOR HYDRO-ELECTRIC COMPANY FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal year ended DECEMBER 31, 1999 Commission File No. 0-505 ------------------ ----- BANGOR HYDRO-ELECTRIC COMPANY ------------------------------------------------------------ (Exact Name of Registrant as specified in its charter) MAINE 01-0024370 -------------- ------------- (State of Incorporation) (I.R.S. Employer ID No.) 33 STATE STREET, BANGOR, MAINE 04401 ----------------------------------- ------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 207-945-5621 ------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of exchange on which registered COMMON STOCK, $5 PAR VALUE NEW YORK STOCK EXCHANGE -------------------------- ----------------------- Securities registered pursuant to Section 12(b) of the Act: Common Stock, $5 Par value (7,363,424 shares outstanding at March 20, 2000) ------------------------------------------------ 7% Preferred Stock, $100 Par Value ---------------------------------- 4 1/4% Preferred Stock, $100 Par Value --------------------------------------- 4% Preferred Stock Series A, $100 Par Value ------------------------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value on March 20, 2000 of the voting stock held by non-affiliates of the registrant was $116.1 million. The information required by Part III Items 10, 11, 12 and 13 is incorporated by reference from the registrant's proxy statement filed with the Securities and Exchange Commission on April 14, 2000. BANGOR HYDRO-ELECTRIC COMPANY ------------------------------- AMENDMENT NO. 1 TO 1999 ANNUAL REPORT ON FORM 10-K The undersigned registrant hereby amends the following items in its Annual Report for the year ended December 31, 1999 on Form 10-K as set forth in the page attached hereto: Item 11 Executive Compensation Item 12 Security Ownership of Certain Beneficial Owners and Management SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. BANGOR HYDRO-ELECTRIC COMPANY (Registrant) /s/ Frederick S. Samp Date: April 28, 2000 ____________________________ Frederick S. Samp, Vice President - Finance & Law -- Chief Financial Officer EXPLANATORY NOTE This amendment is filed to correct three nonmaterial errors included in the Company's 10-K filing for the year ending December 31, 1999 in Item 11, Executive Compensation, and Item 12, Security Ownership of Certain Beneficial Owners and Management. The first error, included in Item 11 on page 67 of the Company's original 10-K, incorrectly states that the Company maintains life insurance policies on the executive officers covered by the described supplemental benefit agreements. The Company does not maintain insurance policies that would compensate it for the cost of these agreements in the event of an executive officer's death, although the Company does maintain insurance policies on Mr. Briggs and Mr. Lee that names the Company as the beneficiary. The second error, included in Item 11 on page 68 of the Company's original 10-K, incorrectly states that covered executive officers would be entitled to three years compensation in the event of a change of control of the Company if such officers were not eligible for early retirement. The change of control agreements with the executive officers that are currently in effect provide compensation for a two year period irrespective of whether the officer is eligible for early retirement. With respect to these two matters, the corrections embodied herein conform the discussion of executive compensation to that included in the Company's Proxy Statement for the annual meeting of stockholders to be held on May 17, 2000. The final error, included in Item 12 on page of 69 of the Company's original 10-K, states the incorrect number of shares of common stock held by Mr. Briggs and Mr. Samp. With respect to this matter, the nonmaterial correction embodied herein also corrects information included in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 14, 2000 for the annual meeting of stockholders to be held on May 17, 2000. PART III ITEM 11 EXECUTIVE COMPENSATION - ------- ---------------------- The following table shows, for the fiscal years ending December 31, 1999, 1998 and 1997, the cash compensation paid by the Company to the Chief Executive Officer and to the other executive officers whose total salary and bonus exceeded $100,000: SUMMARY COMPENSATION TABLE - ANNUAL COMPENSATION Other Annual Name and Principal Position Year Salary Bonus Compensation* - ------------------------------------------------------------------------- Robert S. Briggs 1999 $207,549 $66,499 $3,200 Chairman of the Board, President 1998 $200,981 $41,726 $3,200 & Chief Executive Officer 1997 186,170 12,175 3,724 Carroll R. Lee 1999 $161,149 $37,968 $3,200 Senior Vice President & 1998 $153,645 $24,468 $3,200 Chief Operating Officer 1997 140,663 9,899 2,813 Frederick S. Samp 1999 $112,574 $21,457 $2,527 Vice President-Finance & Law 1998 $101,807 $14,337 $2,159 Paul A. LeBlanc 1999 $101,031 $19,197 $2,246 Vice President - Human Resources 1998 $ 94,961 $12,093 $1,984 & Information Services * For each named executive officer, Other Annual Compensation consists of the Company's matching contribution to a 401(k) Plan. The executive officers participate in a tax qualified defined benefit pension plan that is also applicable to all employees. In addition, the executive officers are parties to Supplemental Benefit Agreements with the Company under which additional retirement benefits are to be paid. Said agreements define the total pension amount to be paid to the executive officer by the Company, with the supplemental amount defined as the difference between this total amount due and the amount due to the executive officer under the tax qualified pension plan applicable to all employees. The total amount of pension benefit, as defined under the Supplemental Benefit Agreements, is a function of the executive officer's age at retirement and his average total compensation over a three-year period. Under the Supplemental Benefit Agreements, no pension amount would be due until the executive officer reaches age 55. At age 55, the executive officer would be entitled to receive 50% of his or her average total compensation over a three-year period. The total pension amount to be paid upon retirement would increase proportionately until a retirement age of 62, at which point the executive officer would be entitled to receive 75% of his or her average total compensation over a three-year period. The following table sets forth estimated annual benefit amounts payable upon retirement to the executive officers: Age at Retirement - ----------------------------------------------------------------------------- Average Total Compensation 55 56 57 58 59 60 61 62+ $100,000 $50,000 $53,000 $57,000 $60,000 $64,000 $68,000 $72,000 $75,000 $150,000 75,000 79,500 85,500 90,000 96,000 102,000 108,000 112,500 $200,000 100,000 106,000 114,000 120,000 128,000 136,000 144,000 150,000 $250,000 125,000 132,500 142,500 150,000 160,000 170,000 180,000 187,500 $300,000 150,000 159,000 171,000 180,000 192,000 204,000 216,000 225,000 Compensation covered under the defined plan applicable to all employees and the Supplemental Retirement Agreements is total basic compensation exclusive of overtime, bonuses, and other extra, contingent or supplemental compensation, and inclusive of 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. Compensation covered under the tax qualified pension plan is limited to the amount set forth in IRC Section 415. Subject to this limitation, it is essentially the same as the amount shown as "Salary" in the Summary Compensation Table above. Compensation covered by the Supplemental Benefit Agreements is total compensation inclusive of bonuses, and other, contingent or supplemental compensation, and compensation deferred pursuant to the Company's Section 401(k) Plan. It is essentially the same as the amount shown as "Salary" and "Bonus" in the Summary Compensation Table above. "Average Total Compensation" for both plans is computed using the average of the total annual compensation actually paid by the Company to the Executive during the three (3) consecutive calendar years in which the Executive's total compensation from the Company was the highest. The total annual pension amounts shown in the Pension Plan Table above are payable for the remainder of the executive officer's life after retirement. If the executive officer's spouse survives the executive officer, the spouse will receive an annual benefit for the remainder of her life equal to 50% of the annual benefit to the executive officer. The total annual pension amounts shown in the Pension Plan Table are not subject to any deduction for Social Security or other offset amounts. The named executive officers 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 three years. He would also be entitled to receive the Company's standard health, life insurance and disability benefits for a period of two years. 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. ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - ------- ------------------------------------------------------------- (a) Security Ownership of Certain Beneficial Owners The following table sets forth as of December 31, 1999 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: Title of Class: Common Stock Name and Address of Beneficial Owner: FMR Corp. 82 Devonshire Street Boston, Massachusetts 02109 Amount and Nature of Beneficial Ownership: 736,300 shares Percent of Class: 10.0% (b) Security Ownership of Management The following table sets forth as of February 28, 1999 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 6,550 Preferred Robert S. Briggs 28 Common William C. Bullock, Jr. 10,000 Common Jane J. Bush 300 Common David M. Carlisle 2,427 Common Joseph H. Cyr 1,683 Common Marion M. Kane 260 Common Paul A. LeBlanc 452 Common Norman A. Ledwin 180 Common Carroll R. Lee 1,930 Common James E. Rier, Jr. 300 Common Frederick S. Samp 803 Common Directors & Executive Officers as a group (11) 24,913 Preferred Directors & Executive Officers as a group (11) 28 * The directors 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. (c) Changes in Control Not applicable. -----END PRIVACY-ENHANCED MESSAGE-----