BAR HARBOR BANKSHARES
82 Main Street
Bar Harbor, Maine 04609
June 7, 1995
Dear Stockholder:
A brief Special Meeting of the Stockholders of Bar Harbor Bankshares
will be held at 1:00 p.m. on Tuesday, July 11, 1995 in the Board Room of
Bar Harbor Banking and Trust Company, 82 Main Street, Bar Harbor, Maine.
Stockholders are welcome to attend this brief meeting.
Enclosed are the Clerk's official Notice of Special Meeting, a Proxy
Statement and the Form of Proxy. Please sign the Form of Proxy and
return it in the envelope provided so that your shares will be voted at
this Special Meeting.
Very truly yours,
Sheldon F. Goldthwait,
Jr.
President
SFG
Enclosure
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
Each stockholder is urged to fill in, date and sign the
e n c l o s ed form of proxy and mail it in the
self-addressed envelope provided. If you attend the
meeting, you may, if you wish, revoke your proxy and
vote your shares in person. <PAGE>
BAR HARBOR BANKSHARES
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 11, 1995
Notice is hereby given that a Special Meeting of the Stockholders of Bar
Harbor Bankshares will be held in the Board Room of Bar Harbor Banking
and Trust Company, 82 Main Street, Bar Harbor, Maine on July 11, 1995
at 1:00 p.m. to consider and act upon the following proposals:
1. To amend the Articles of Incorporation and Bylaws of Bar Harbor
Bankshares by increasing authorized common shares from 600,000
shares, par value of $10.00 to 10,000,000 shares with a par value of
$2.00 per share.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record as of the close of business on May 1, 1995 will
be entitled to a notice of and to vote at the meeting.
By Order of the Board of Directors
Marsha C. Sawyer, Clerk<PAGE>
BAR HARBOR BANKSHARES
82 Main Street
Bar Harbor, Maine 04609
PROXY STATEMENT
Mailing Date: June 7, 1995
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, JULY 11, 1995
PROXY STATEMENT
This Proxy Statement is furnished to the stockholders of Bar
Harbor Bankshares (the Company) in connection with the solicitation of
proxies on behalf of the Board of Directors for use at a Special Meeting
of Stockholders (the Meeting). The Meeting will be held on Tuesday,
July 11, 1995 at 1:00 p.m. in the Board Room of Bar Harbor Banking and
Trust Company, 82 Main Street, Bar Harbor, Maine. The official Notice
of this Special Meeting of Stockholders accompanies this Statement. A
Form of Proxy for use at the Meeting and a return envelope for the proxy
are enclosed. A stockholder who executes the proxy may, prior to its
use, revoke it by written instrument, by a subsequently executed proxy
or, if attending the Meeting, by notifying the Clerk or by giving notice
at the Meeting. This Proxy Statement and the enclosed Form of Proxy
will be mailed to the stockholders of the Company on or about June 7,
1995.
Proxies are being solicited by the Board of Directors (the Board)
of the Company principally through the mail. The Board of Directors and
Management of the Company may also solicit proxies personally or by
telephone. The entire expense of solicitation, including costs of
preparing, assembling and mailing the proxy material will be borne by
the Company. These expenses are not expected to exceed the amount
normally expended for an annual meeting at which directors will be
elected.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of May 1, 1995, the Company had outstanding 342,721 shares of
its common stock (the Common Stock), par value $10 per share, each of
which is entitled to one vote upon each matter presented at the Meeting.
Only stockholders of record at the close of business on May 1, 1995 are
entitled to vote at the Meeting. The presence at the Meeting, either in
person or by proxy, of the holders of one-third of the shares of Common
Stock will constitute a quorum. Assuming a quorum is present, action
may be taken on any matter considered by the holders of a majority of
the shares present and voting. Abstentions and shares otherwise not
voting will not be deemed present and voting. Stockholders who are
present will have an opportunity to vote on each matter brought before
the meeting.
As of May 1, 1995, to the knowledge of the Company, no person was
3<PAGE>
the beneficial owner of 5% or more of the Company's common stock.
The following table lists, as of May 1, 1995, the number of shares
of Common Stock and the percentage of the Common Stock represented
thereby, beneficially owned by each director and by all principal
officers and directors of the Company as a group.
Amount and Nature Percent
Director or Nominee of Beneficial Ownership (1)of Class
Robert H. Avery Direct 4887 1.70%
Indirect 945
Frederick F. Brown Direct 2246 *
Indirect 72
Thomas A. Colwell Direct 500 *
Bernard K. Cough Direct 12326 4.71%
Indirect 3814
Peter Dodge Direct 326 *
Indirect 60
Lawrence L. Dorr Direct 1530 *
Indirect 120
Dwight L. Eaton Direct 766 *
Ruth S. Foster Direct 300 *
Robert L. Gilfillan Direct 5210 2.30%
Indirect 2663
Sheldon F. Goldthwait, Jr. Direct 1632 *
Indirect 318
James C. MacLeod Direct 3600 1.19%
Indirect 460
John P. McCurdy Direct 650 *
Indirect 10
Jarvis W. Newman Direct 2090 *
Indirect 660
Robert M. Phillips Direct 100 *
Indirect 5
John P. Reeves Direct 1388 *
Indirect 1117
4<PAGE>
Abner L. Sargent Direct 300 *
Indirect 400
Lynda Z. Tyson Direct 105 *
Indirect 15
Total ownership of all
directors and executive
officers of Company as
a group (19 persons) . . . . 49,053
14.31%
*Less than 1%.
[1] For purposes of the foregoing table, beneficial ownership has been
determined in accordance with the provisions of Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended, under which, in
general, a person is deemed to be the beneficial owner of a security if
he or she has or shares the power to vote or to direct the voting of the
security, or if he or she had the right to acquire beneficial ownership
of the security within 60 days. Beneficial ownership does not include,
in the case of each director, 9,736 shares (2.85%) of the Common Stock
held by two trusts which, for purposes of voting, are allocated equally
among the directors of the Bank under the terms of the respective trust
instruments. No director has any other beneficial interest in such
shares. Ownership figures for directors and nominees include directors'
qualifying shares owned by each person named.
Management is not aware of any arrangement which could, at a
subsequent date, result in a change in control of the Company.
5<PAGE>
INCREASE IN AUTHORIZED CAPITAL STOCK
The Company presently has authorized 600,000 shares of Common
Stock, par value $10 per share, of which 342,721 shares are issued and
outstanding and 20,000 shares are held by the Company as treasury stock.
The Company has no other classes or series of capital stock. Each share
of Common Stock is entitled to one vote on each matter brought before
the stockholders for action. Holders of the Common Stock are entitled
to be paid dividends as, if and when declared by the Board of Directors
and are entitled to the liquidation rights generally accorded to holders
of common stock under the laws of the State of Maine. Holders of the
Common Stock are not entitled to preemptive rights. The Common Stock is
nonassessable and is not subject to any conversion, sinking fund or
redemption provisions.
Maine law provides that, once authorized by the shareholders,
capital stock may be issued by the Board of Directors for any
permissible purpose at such prices (not less than par value) and on such
terms and conditions as the Board may determine. The Board of Directors
has recommended to the shareholders that the Articles of Incorporation
and Bylaws of the Company be amended to increase the authorized capital
stock of the Company from 600,000 shares of Common Stock to 10,000,000
shares of Common Stock and the par value changed from $10.00 per share
to $2.00. The Board of Directors recommends this increase in authorized
shares in order to permit it to declare a stock split and to provide
additional authorized shares for future needs.
If the recommended increase of authorized shares is approved, the
Board of Directors intends to declare a stock split of five shares of
Common Stock for each share presently outstanding.
OTHER MATTERS
Management knows of no other matters to be presented for action at
the Meeting. If any other matters properly come before the Meeting, the
shares represented by the proxies will be voted with respect thereto in
accordance with the judgment of the person(s) voting the proxies.
FINANCIAL STATEMENTS
UPON WRITTEN REQUEST, THE COMPANY WILL FURNISH ANY STOCKHOLDER
WITH A COPY OF THE ANNUAL REPORT BY THE COMPANY TO THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-K, INCLUDING FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES FOR THE LAST FISCAL YEAR. IN ACCORDANCE
WITH FEDERAL DEPOSIT INSURANCE CORPORATION REGULATIONS, UPON WRITTEN
REQUEST, STOCKHOLDERS MAY ALSO OBTAIN THE BANK'S MOST RECENT ANNUAL
DISCLOSURE STATEMENT WHICH CONTAINS FINANCIAL INFORMATION COVERING THE
LAST TWO YEARS.
6<PAGE>
