BAR HARBOR BANKSHARES
82 MAIN STREET
BAR HARBOR, MAINE 04609
August 29, 1995
Dear Stockholder:
The 1995 Annual Meeting of Bar Harbor Bankshares will be held
at 11:00 a.m. on Tuesday, October 3, 1995 in the Atlantic Oakes
Conference Center located next to the Canadian National Ferry
terminal on Route 3 in Bar Harbor, Maine. The Directors and
Officers join me in inviting you to attend the meeting and the
reception which will follow.
Enclosed are the Clerk's official Notice of Annual 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 the Annual Meeting if you are unable
to attend. Please also complete the reception postcard and
mail it separately from the Form of Proxy if you will be
attending the reception.
We look forward to seeing you on October 3rd. Please join us
for the reception even if you are unable to attend the
business meeting.
Very truly yours,
Sheldon F. Goldthwait, Jr.\s\
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 enclosed form of proxy
a n d 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 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 3, 1995
Notice is hereby given that the Annual Meeting of the
Stockholders of Bar Harbor Bankshares will be held at the
Atlantic Oakes Conference Center on Route 3, Bar Harbor, Maine
on October 3, 1995 at 11:00 a.m. to consider and act upon the
following proposals:
1. To set the number of directors for the ensuing year
at 17.
2. To elect four persons to serve as directors for a
term of three years.
3. To elect one person to serve as a director for a
term of one year.
4. To ratify the Board of Directors' selection of
Berry, Dunn, McNeil & Parker as independent auditors
of the Company and of the Bank.
5. 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
August 16, 1995 will be entitled to a notice of and to vote
at the meeting.
By Order of the Board of Directors
Marsha C. Sawyer \s\
Marsha C. Sawyer, Clerk<PAGE>
BAR HARBOR BANKSHARES
82 MAIN STREET
BAR HARBOR, MAINE 04609
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, OCTOBER 3, 1995
PROXY STATEMENT
This Proxy Statement is furnished to the stockholders of Bar
H a r b or Bankshares (the Company) in connection with the
solicitation of proxies on behalf of the Board of Directors for
use at the Annual Meeting of Stockholders (the Meeting). The
Meeting will be held on Tuesday, October 3, 1995 at 11:00 a.m. at
the Atlantic Oakes Conference Center, Route 3, Bar Harbor, Maine.
The official Notice of the Annual 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 August 29, 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 August 16, 1995, the Company had outstanding 1,713,605
shares of its common stock (the Common Stock), par value $2 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 August 16, 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.
3<PAGE>
As of August 16, 1995, to the knowledge of the Company,
no person was the beneficial owner of 5% or more of the Company's
common stock.
The following table lists, as of August 16, 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.
<TABLE>
<S>
<C> <C>
Director or Nominee Amount and Nature of Percent
Beneficial of
Ownership [1] Class
<S>
<C> <C> <C>
Robert H. Avery Direct 24,435 1.71%
Indirect 4,725
Frederick F. Brown Direct 11,230 *
Indirect 360
Thomas A. Colwell Direct 2,475 *
Bernard K. Cough Direct 61,630 4.71%
Indirect 19,070
Peter Dodge Direct 1,630 *
Indirect 300
Lawrence L. Dorr Direct 7,650 *
Indirect 600
Dwight L. Eaton Direct 3,830 *
Ruth S. Foster Direct 1,500 *
Robert L. Gilfillan Direct 26,050 2.30%
Indirect 13,315
Sheldon F. Goldthwait, Jr. Direct 8,160 *
Indirect 1,590
James MacLeod Direct 18,000 1.19%
Indirect 2,300
John P. McCurdy Direct 3,250 *
Indirect 50
4<PAGE>
Jarvis W. Newman Direct 10,450 *
Indirect 3,300
Robert M. Phillips Direct 500 *
Indirect 25
John P. Reeves Direct 6,940 *
Indirect 5,585
Abner L. Sargent Direct 1,500
Indirect 2,000
Lynda Z. Tyson Direct 525 *
Indirect 75
Total ownership of all
directors and executive
officers of Company as a
group (19 persons)... 245,265 14.31%
* less than 1%
</TABLE>
[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, 48,680 shares (2.84%) 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.
Directors, Officers and owners of 10% or more of the Common
Stock of the Company are required to file periodic reports with
the Securities and Exchange Commission with respect to their
beneficial ownership of the Common Stock. Based upon a review of
appropriate forms furnished to and retained by the Company, the
Company is not aware of any officer, director or owner of 10% or
more of the Common Stock who has failed to file any such report.
5<PAGE>
MANAGEMENT OF THE COMPANY
Directors
Management recommends that the number of directors for the
coming year be set at 17. The Bylaws of the Company provide for
not fewer than 9 not more than 27 directors with directors
serving "staggered terms" of three years. The Board of Directors
has nominated for re-election four incumbent directors whose
terms expire in 1995, Robert H. Avery, Frederick F. Brown,
Sheldon F. Goldthwait, Jr., and Robert M. Phillips have been
nominated for re-election to three year terms. Lawrence L. Dorr
has been nominated for re-election for a term of one year. Each of
these persons has consented to be named as a nominee and to serve
if elected.
The following table sets forth the names, occupations, ages
and terms of service of all directors.
<TABLE>
<S> <C> <C> <C>
Term expires Year
in 1995: Principal Occupation Age as First
Now and for of Elected
Name Past 5 Years 08/16/95 Director
<S> <C> <C> <C>
Robert H. R e t I r e d; formerly 67 1984
Avery President and Chief
Executive Officer of the
Company and the Bank
Frederick F. Proprietor and owner of F. 69 1984
Brown T. Brown Company (hardware
stores), Bar Harbor and
Mt. Desert, Maine
Lawrence L. R e t I r e d; formerly 74 1984
Dorr Administrator of Ocean
View Nursing Home, Lubec,
Maine
Sheldon F. President and Chief 57 1988
Goldthwait, Executive Officer of the
Jr. Company and the Bank since
January 1, 1995.
Formerly Executive Vice
President of the Company
and the Bank since December,
1989.
Robert M. Vice President and Chief 53 1993
Phillips Operating Officer of
Jasper Wyman and Son
(blueberry processors)
Milbridge, Maine
6<PAGE>
<S> <C> <C> <C>
Term expires Year
in 1996: Principal Occupation Age as First
Now and for of Elected
Name Past 5 Years 08/16/95 Director
<S> <C> <C> <C>
Peter Dodge President and Insurance 51 1987
Agent with Merle B.
Grindle Agency (Insurance
and real estate), Blue
Hill, Maine
Dwight L. Senior Vice President and 60 1988
Eaton Trust Officer of the Bank;
V i ce President of the
Company since 1987
Ruth S. Foster Former State Senator and 66 1986
owner of Ruth Foster's
( r e t a il clothing),
Ellsworth, Maine
Jarvis W. S e l f -employed yacht 60 1984
Newman broker; formerly owner of
Jarvis Newman, Inc. (boat
builders) and Newman
Marine (yacht brokers),
Southwest Harbor, Maine
John P. Reeves R e t i r e d; formerly 61 1984
President and Chief
Executive Officer of the
Company and the Bank
Abner L. V i ce President and 70 1984
Sargent Treasurer of Sargent
Mobile Homes, and real
estate broker, Ellsworth,
Maine
Lynda Z. Tyson Chief Operating Officer 40 1993
and Marketing Director of
T y s on & Partners,
Marketing Consultants Bar
Harbor, Maine. Formerly
Chief Executive Officer of
B a r Harbor Chamber of
Commerce
7<PAGE>
<S> <C> <C> <C>
Term expires Year
in 1997: Principal Occupation Age as First
Now and for of Elected
Name Past 5 Years 08/16/95 Director
<S> <C> <C> <C>
Thomas A. President of Colwell 51 1991
Colwell Bros., Inc. (lobsters)
Stonington, Maine
Bernard K. Treasurer of Atlantic 68 1985
Cough Oakes, Inc., Atlantic
Eyrie and several other
resort motels, Bar Harbor,
Maine
Robert L. Owner and President of 68 1984
Gilfillan W e st End Drug Company
(retail pharmacy), Bar
Harbor, Maine
James S. Retired; formerly Vice 71 1984
MacLeod President of the Bank and
the Company
John P. Retired; formerly owner 64 1984
McCurdy and operator of McCurdy
F i sh Company (fish
processor), Lubec, Maine
</TABLE>
Nominees for election to the Board are selected by the full
Board. The Company does not have a nominating committee. The
Board will consider nominees recommended by stockholders if
submitted in writing to Marsha C. Sawyer, Clerk, Bar Harbor
Bankshares, 82 Main Street, Bar Harbor, Maine 04609, not less
than three months in advance of the date of the Annual Meeting.
The Board of Directors of the Company held seven meetings in
1994. The Bylaws of the Company provide for quarterly meetings.
Each director, with the exception of Messrs. Avery, Phillips and
Sargent, attended at least 75% of the total number of meetings
held by the Board of Directors in 1994.
The Board of Directors of the Bank met monthly during
1994. Each director, with the exception of Messrs. Avery and
Sargent, attended at least 75% of the total number of Bank
directors' meetings and committee meetings of which he or she was
a member.
8<PAGE>
Executive Officers
Each executive officer of the Company is identified in the
following table which also sets forth the respective office, age
and period served in that office of each person listed.
<TABLE>
<S> <C> <C> <C>
Year
Principal Occupation Age as First
Now and for of Elected
Name Past 5 Years 08/16/95 OFFICER
<S> <C> <C> <C>
R o bert L. Chairman of the Board of 68 1984
Gilfillan the Bank and the Company
since February 1994.
Sheldon F. P r esident and Chief 57 1984
Goldthwait, Executive Officer of the
Jr. Company and the Bank since
January 1, 1995. Formerly
Executive Vice President
of the Company and the Bank
since December, 1989.
D w ight L. Senior Vice President and 60 1987
Eaton Trust Officer of Bank; Vice
President of the Company
since 1987; formerly Vice
President and Trust Officer
of the Bank
Virginia M. T r easurer and Chief 45 1990
Vendrell Financial Officer since
December, 1992; formerly
Treasurer of the Bank since
D e c ember, 1989 and
Treasurer of the Company
since October, 1990;
previously Controller and
Assistant Treasurer of the
Bank.
M a rsha C. Clerk of the Company since 42 1986
Sawyer July 1986; Clerk and Vice
President of the Bank since
1986; formerly Assistant
Vice President of the Bank.
</TABLE>
The Bylaws of the Company provide that the executive
officers be elected annually by the Board of Directors and that
the President, Chairman of the Board, Treasurer and Clerk shall
serve at the pleasure of the Board and until their successors
have been chosen and qualified. All other officers serve at the
pleasure of the Chief Executive Officer.<PAGE>
Committees
The Bylaws of the Company provide that after each Annual
Meeting of Directors, the Board designates from among its number
an Executive Committee which has the authority to exercise all
the powers of the Board of Directors in regard to ordinary
operations of the business of the Company when the Board is not
in session, subject to any specific vote of the Board. The
present Executive Committee includes Messrs. Avery, Brown,
Gilfillan, Goldthwait, Newman, and Reeves. The Executive
Committee met once in 1994.
The Bylaws provide that the Board may elect or appoint such
other committees as it may deem necessary or convenient to the
operations of the Company. The Company itself has no other
committees although the Bank Board has appointed an Audit
Committee as well as a Compensation Committee.
The Audit Committee has responsibility for overseeing the
auditing program. The current members of the Audit Committee are
Messrs. Colwell, Dorr, Phillips, Dodge, Gilfillan, and Sargent.
The Audit Committee met four times during 1994.
The Compensation Committee has responsibility for setting
c o m pensation for all Bank employees, including executive
officers. The current members of the Compensation Committee are
Messrs. Avery, Gilfillan, McCurdy, Dodge, Goldthwait, and Reeves.
The Compensation Committee met three times during 1994.
Family Relationships and Other Arrangements
There are no family relationships among any director,
executive officer, or person nominated by the Company to become a
director or executive officer. There are also no arrangements
o r understandings between any nominee, director, executive
officer, or associate of any of the foregoing and any other
person pursuant to which the nominee was or is to be elected as a
director or an executive officer. No person or entity listed
above as the employer of an officer or director, other than the
Bank, is an affiliate of the Company.
10<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth all annual compensation
received during each of the Company's last three fiscal years by
John P. Reeves, Sheldon F. Goldthwait, Jr. and Dwight L. Eaton who
are the only executive officers for whom compensation exceeded
$100,000 in any year. Mr. Reeves retired as Chief Executive
Officer of both the Bank and the Company on December 31, 1994.
Compensation for all officers is paid by the Bank.
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C>
NAME AND
PRINCIPAL SALARY INCENTIVE OTHER ANNUAL
POSITION YEAR ($) (S) COMPENSATION
John P. Reeves 1992 121,500 8,348 0
Retired 1993 127,500 14,385 0
President and 1994 135,000 17,629 0
Chief Executive
Officer
Sheldon F. 1992 N/A N/A N/A
Goldthwait, Jr. 1993 N/A N/A N/A
Executive Vice 1994 92,000 12,084 0
President
Dwight L. Eaton 1992 N/A N/A N/A
Senior Vice 1993 N/A N/A N/A
President and 1994 12,084 0
Trust Officer $92,000
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
LTIP ALL OTHER
RESTRI- OPTIONS PAY- COMPEN-
LONG TERM CTED SARs OUTS SATION
COMPENSATION YEAR STOCK (#) ($) ($)
AWARDS(
$)
John P. Reeves 1992 0 0 0 $ 1,887
1993 0 0 0 3,152
1994 0 0 0 4,984
Sheldon F. 1992 N/A N/A N/A N/A
Goldthwait, Jr. 1993 N/A N/A N/A N/A
1994 0 0 0 2,384
Dwight L. Eaton 1992 N/A N/A N/A N/A
1993 N/A N/A N/A N/A
1994 0 0 0 2,937<PAGE>
</TABLE>
Compensation Committee
The Bank Board has appointed a six member Compensation
C o mmittee which includes both directors and a member
of management. The Compensation Committee meets in the fall
of each year and makes compensation recommendations for the
ensuing year to the Board of Directors.
The recommendations of the Committee are then considered
and voted upon by the Full Board. During 1994, Mr. Reeves
and Mr. Goldthwait were members of the Compensation
Committee and also directors. They abstained from
participating in discussion, recommendations, or voting
regarding their own compensation. Mr.Avery, who serves on the
Compensation Committee, is a former President of the Company
and the Board.
Report of the Compensation Committee on
Executive Compensation
T h e Board of Directors of the Bank has no
formal compensation policy applicable to compensation
decisions with respect to its executive officers. While
there are no objective criteria which specifically relate
corporate performance to compensation determinations, in
formulating its recommendation with respect to compensation
of Messrs. Reeves, Goldthwait, and Eaton during the last
fiscal year, the Board of Directors considered, among
other factors, years of service and salary surveys of
executive officers at comparable financial
institutions in Maine and New England. In reaching
its determination as to compensation of Messrs. Reeves,
Goldthwait, and Eaton, the Board of Directors did not
use any objective measure of the Bank's performance but
considered, in general, the performance of the Bank in
relationship to that of other similarly situated banks
in Maine.
The foregoing report to stockholders regarding
compensation of the Chief Executive Officer has been
submitted by the Compensation Committee, including
Messrs. Gilfillan, Avery, Dodge, McCurdy, Goldthwait and
Reeves.
12<PAGE>
COMPENSATION OF DIRECTORS
Each of the directors of the Company is a
director of the Bank and as such receives a fee of $250 for
each meeting of the Bank attended. Directors receive $500
for attendance at the Annual Meeting of the Bank. The
Chairman of the Board receives an annual retainer of $3,000
in addition to meeting fees. Meetings of the Board of
Directors of the Bank are held monthly. No directors'
fees are paid to directors of the Company as such.
Those directors of the Bank who are also officers
do not receive directors' fees.
13<PAGE>
BENEFIT PLANS
The Bank offers a 401(k) plan to all employees who have
completed one year of service and who have attained the
age of 21. Employees may elect to defer from 1% to
15% of their salaries subject to a maximum amount
determined by a formula annually, which amount was $9,240
in 1994. In 1994, the bank matched employee contributions
to the 401(k) plan to the extent of 25% of the first 6% of
salary for a total of contribution by the bank of $42,590.
On December 31, 1994, the Company contributed to
each participating employee an additional 3% of the
employees salary, which represented a non-contributing plan
replacing the Bank's contribution to the former defined
benefit plan. The 1995 bank match and contribution were voted
at the same level as 1994. Contributions by the bank are
determined annually by the vote of the Board of Directors.
In 1994 and 1993, the Bank provided a restricted
stock purchase plan through which each employee having
one year of service may purchase up to 20 shares of Bar
Harbor Bankshares stock at the current fair market price as
of a date determined by the Board of Directors.
The Bank provides certain of its officers with
individual memberships in local civic organizations and
clubs. The aggregate value of these benefits with respect
to any individual officer were well below the $5,000 threshold
during the Bank's last fiscal year.
The Bank has entered into agreements with Messrs. Avery,
Reeves, Goldthwait, and Eaton whereby those individuals or
their beneficiaries will receive upon death or retirement
an annual supplemental pension benefit over a period of
10 years in the amount of $15,000 (in the case of Messrs.
Avery and Reeves) and in the amount of $10,000 (in the case
of Messrs. Goldthwait and Eaton). This plan is unfunded
and benefits will be paid out of Bank earnings. As of
January 1, 1987, Mr. Avery began drawing his annual
installment of $15,000 pursuant to this deferred
compensation arrangement. Mr. Reeves began drawing
his annual installment of $5,300.04 (reduced for early
retirement) beginning January 1, 1995.
In 1993, the Company established a
non-qualified s u p plemental retirement plan for certain
officers. The agreements provide supplemental
retirement benefits payable in installments over twenty
years upon retirement or death to compensate for
benefits lost as a result of termination of the D e fined
Benefit Plan. The Company recognizes the costs
associated with the agreements over the service lives of
14<PAGE>
the participating officers. Accordingly, the Company has
recognized cost relative to the supplemental plan of $181,415
and $368,898 for 1993 and 1994, respectively. The agreements
are with Messrs. Reeves, Eaton, Goldthwait, and MacDonald
in the amounts of $49,020, $22,600, $37,400 and $7,700,
respectively. Mr. Reeves began drawing his
annual installment of $49,020 beginning January 1, 1995.
Officers of the Bank are entitled to participate in certain
group insurance benefits. In accordance with Bank policy,
all such benefits are available generally to employees of the
Bank.
TRANSACTIONS WITH DIRECTORS, OFFICERS AND
PRINCIPAL STOCKHOLDERS
The Bank retains the firm of Tyson & Partners to assist with
its marketing program. Lynda Z. Tyson, who serves as a
director of the Company, serves as that firm's Chief
Operations Officer as well as Director of Marketing.
The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of its business with
other directors, officers, principal stockholders, and
their associates. All such transactions have been and will
be made on substantially the same terms, including
interest rates and collateral, as those prevailing at
the time for comparable transactions with others. No
such transactions have involved more than normal risk of
collectability or presented other unfavorable features,
and no loans outstanding to directors, officers,
principal stockholders, or their associates in an
amount in excess of $60,000 are non-accruing or past due or
are otherwise considered to be potential problem loans.
15<PAGE>
PERFORMANCE GRAPH
Federal regulations require that a graph be included in this
proxy statement providing a comparison of total
shareholder return on the common stock of the Company with
that of comparable issuers. The following graph
illustrates the estimated yearly percentage change in the
Company's cumulative total shareholder return on its common
stock for each of the last five years. For purposes of
comparison, the graph also illustrates comparable
shareholder return of NASDAQ banks as a group as measured by
the NASDAQ Banks Stock Index and of Union Bankshares,
which is, in the opinion of management, the only other
bank holding company w i t h respect to which a
meaningful comparison of total shareholder return can
be made. The graph assumes a $100 investment on
December 31, 1989 in the common stock of each of the
Company, Union Bankshares and the NASDAQ banks as a group
and measures the amount by which the market value of
each, ssuming reinvestment of dividends, has increased as of
December 31 of each calendar year since the base
measurement point of December 31, 1989.
Neither the common stock of the company nor that of Union
Bankshares is actively traded on any market and,
therefore, no market index is available for the purpose
of determining the market price of such common stock as of
any particular date. The following graph is based upon
a good faith determination of approximate market value
for each year indicated based on information obtained
from Union Bankshares, in the case of its common stock,
and from anecdotal information available to the Company as
to the value at which its common stock has traded in isolated
transactions from time to time. Therefore, although the
graph represents a good faith estimate of shareholder
return as reflected by market value, the valuations
utilized are, of necessity, estimates and may not
accurately reflect the actual value at which common stock has
traded in particular transactions as of any of the dates
indicated.
16<PAGE>
(( (The following information is presented in a
The following information is presented in a
line graph in the paper proxy.
<TABLE>
<S> <C> <C> <C> <C> <C>
BANK 1990 1991 1992 1993 1994
Bar Harbor Banking
and Trust
Company $102.69 $105.62 $112.28 $132.55 $149.47
Union Trust
Company $102.50 $105.06 $107.69 $141.79 $150.02
NASDAQ Banks $ 73.23 $120.16 $174.91 $199.45 $199.87
</TABLE>
17<PAGE>
SELECTION OF AUDITORS
Stockholder approval of the selection of auditors is not
required, but the Board is of the view that an
expression of opinion by the stockholders as to the
appropriateness of this selection is desirable. The Board
recommends that its selection of Berry, Dunn, McNeil &
Parker be ratified. If the Board selection is not
ratified, the Board will take action to appoint a different
auditor for the Company and for the Bank. It is not
anticipated that a representative of Berry, Dunn, McNeil &
Parker will be present at the Meeting to respond to
appropriate questions or to make a statement.
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
U P O N 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.
Any request for a copy of either the Form 10-K or the Annual
Disclosure Statement must contain a representation that
the person making the request was a beneficial owner of
Common Stock on August 16, 1995, which is the record
date for this proxy solicitation. Requests should be
addressed to: Marsha C. Sawyer, Clerk, Bar Harbor
Bankshares, 82 Main Street, Bar Harbor, Maine.
Financial statements of the Company contained in the
Company's annual report to stockholders for the fiscal year
1994 are not to be considered a part of this soliciting
material.
18
<PAGE>
STOCKHOLDER PROPOSALS
Stockholders may submit proposals for consideration at the
1996 Annual Meeting, which is presently scheduled for
October 1, 1996. In order to be included in the Company's
Proxy Statement and Form of Proxy relating to that meeting,
such proposals must be received by the Company no later
than May 2, 1996, which is 120 days in advance of the
proposed mailing date of the 1996 proxy materials.
Proposals should be addressed to Marsha C. Sawyer, Clerk,
Bar Harbor Bankshares, 82 Main Street, Bar Harbor, Maine
04609.
Bar Harbor, Maine
By Order of the Board of Directors
Marsha C. Sawyer \s\
Marsha C. Sawyer, Clerk
19<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
BAR HARBOR BANKSHARES
82 Main Street
Bar Harbor, Maine 04609
The undersigned hereby appoints John P. McCurdy, Peter
Dodge, and Ruth S. Foster as Proxies, each with power to
appoint a substitute and hereby authorizes them to represent
and to vote, as designated below, all the shares of Common
Stock of the Company held of record by the undersigned as of
the close of business on August 16, 1995, at the Annual
Meeting of Stockholders to be held on October 3, 1995 or at
any adjournment thereof.
(To be Signed on Reverse Side)
<PAGE>
X Please mark your votes as in this example.
For Against
Abstain
1. To set the number of Directors at 17 ____
____
____
2. Election of Directors Nominees:
Three Year Term:
____ FOR the nominee listed at right Robert H. Avery
Frederick F.
Brown
____ WITHHOLD AUTHORITY to vote Sheldon F. Goldthwait,
Jr.
For nominee listed at right Robert M.
Phillips
____ For all nominees excepted as One Year Term:
indicated: Lawrence L. Dorr
________________________________________
3. To ratify the Board of Director s selection For
Against Abstain
of Berry Dunn, McNeil & Parker as independent
auditors of the Company and the Bank for the
ensuing year. ____
____ _____
4. To transact such other business as may properly
come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted on behalf
of the undersigned stockholder in the manner directed herein.
If no direction is given, this proxy will be voted in favor
of Items 1 and 3, for the nominees listed in item 2 and in
the discretion of management with respect to any other
matters which may come before the Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
SIGNATURE: _____________________ DATE:______________________
SIGNATURE: _____________________ DATE:______________________
NOTE: Please sign exactly as name appears above. Only one
joint tenant need sign. When signing as attorney, executor,
administrator, trustee, or guardian or in any representative
capacity, please give full title.
22<PAGE>
