19
BAR HARBOR BANKSHARES
82 Main Street
Bar Harbor, ME 04609
September 10, 1998
Dear Stockholder:
The 1998 Annual Meeting of Bar Harbor Bankshares will be
held at 11:00 a.m. on Tuesday, October 6, 1998 in the
Atlantic Oakes Conference Center, located next to the Bay
Ferries Terminal on Route 3 in Bar Harbor, Maine. The
Directors and Officers join me in inviting you to attend
this 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 6th. Please join us
for the reception even if you are unable to attend the
business meeting.
Very truly yours,
Sheldon F. Goldthwait, Jr.
President and Chief Executive
Officer
Enclosures
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
Each stockholder is urged to fill in, date and sign the
enclosed 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.
BAR HARBOR BANKSHARES
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 6, 1998
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 in Bar
Harbor, Maine on October 6, 1998 at 11:00
a.m. to consider and act upon the
following proposals.
1. To elect five persons to serve as
Directors for a
term of three years.
2. To set the number of Directors for
the ensuing
year at 19.
3. To ratify the Board of Directors'
selection of
Berry, Dunn, McNeil & Parker as
independent auditors of the Company
and of the Bank for the ensuing year.
4. 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 18, 1998 will be
entitled to a notice of and to vote at the
meeting.
By Order of the Board of Directors
Marsha C. Sawyer, Clerk
BAR HARBOR BANKSHARES
82 Main Street
Bar Harbor, ME 04609
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, OCTOBER 6, 1998
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 the Annual
Meeting of Stockholders (the Meeting). The
Meeting will be held on Tuesday, October 6,
1998 at 11:00 a.m. at the Atlantic Oakes
Conference Center on Route 3 in 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 September 8, 1998.
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 18, 1998, the Company had
outstanding 1,721,807 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 18, 1998 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 August 18, 1998, to the knowledge of
the
Company there was no beneficial owner of
more than 5% of the Company's Common Stock.
The following table lists, as of
August 18, 1998, 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>
<CAPTION>
Amount
Amount
Direct of Indirec of
Benefic Direct t
Indirec Percen
Director ial Benefic Benefic t t (1)
Ownersh ial ial
Benefic of
ip Ownersh Ownersh ial Class
ip ip
Ownersh
ip
<S> <C> <C> <C> <C> <C>
Frederick F. Brown Direct 11,970 Indirec 600 *
t
Robert C. Carter Direct 950 Indirec 100 *
t
Thomas A. Colwell Direct 2,700 *
Bernard K. Cough Direct 64,415 Indirec
19,370 4.866%
t
Peter Dodge Direct 2,130 Indirec 300 *
t
Dwight L. Eaton Direct 4 327 *
Ruth S. Foster Direct 1,675 *
Cooper F. Friend Direct 1,600 *
Robert L. Gilfillan Direct 26,550 Indirec
13,415 2.322%
t
Sheldon F. Direct 13,055 Indirec
2,228 *
Goldthwait, Jr. t
H. Lee Judd Direct 700 Indirec
2,750 *
t
James C. MacLeod Direct 10,150 Indirec
10,150 1.179%
t
John P. McCurdy Direct 3,250 Indirec 50 *
t
Jarvis W. Newman Direct 11,550 Indirec
3,500 *
t
Robert M. Phillips Direct 600 Indirec 50 *
t
John P. Reeves Direct 7,049 Indirec
5,685 *
t
Lynda Z. Tyson Direct 625 Indirec 75
*
t
Total Ownership of all 167,887
58,273 13.135 Directors and Executive
%
Officers of Company as a
group (21 persons).
*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
(2.83%) 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.
MANAGEMENT OF THE COMPANY
Directors
Management recommends that the number
of directors for the coming year be set at
19. The Bylaws of the Company provide for
not fewer than 9 nor more than 27
directors, with directors serving staggered
terms of three years. The Board of
Directors has nominated for re-election
five incumbent directors whose terms expire
in 1998. Frederick F. Brown, Robert C.
Carter, Dwight L. Eaton, Sheldon F.
Goldthwait, Jr., and Robert M. Phillips
have been nominated for re-election to
three year terms. Each of these persons has
consented to be named as a nominee and to
serve if elected.
A vacancy in the Board of Directors exists
as a
result of the death of Abner L. Sargent and
it is the recommendation of management that
this vacancy remain unfilled at the
Meeting. Pursuant to the terms of the
Company's Bylaws, the Board may at any time
appoint an additional director to fill this
vacancy until the next
Annual Meeting.
The following table sets forth the names,
occupations, ages and terms of service of all
directors:
<TABLE>
<CAPTION>
Principal Occupation Age Year
Now and for as
of First
Name past 5 Years
8/18/9 Elected
8 Directo
r
Term expires in
1998 <C>
<C> <C>
<S>
Frederick F. Brown Proprietor and owner of F.
72 1984
T. Brown Co., (hardware
store), Mt. Desert, ME
Robert C. Carter Owner of Machias Motor Inn,
54 1996
Machias, Maine
Dwight L. Eaton Senior Vice President and
63 1988
Trust Officer of the Bank;
Vice President of the
Company since 1987
Sheldon F. President and Chief
60 1988
Goldthwait, Jr. Executive Officer of the
Company and the Bank since
January 1, 1995. Formerly
Executive Vice President of
the Company and the Bank
since December, 1989
Robert M. Phillips Officer of International
56 1993
Foods Network (exporter of
a variety of food products),
Sullivan, Maine; and serves
as a full-time consultant on
special projects for Oxford
Frozen Foods.
Terms expire in
1999:
Peter Dodge President and Insurance
54 1987
Agent with Merle B. Grindle
Agency (insurance and real
estate), Blue Hill, Maine
Ruth S. Foster Former State Senator and
69 1986
owner of Ruth Foster's
(retail clothing),
Ellsworth, Maine
</TABLE>
<TABLE>
<CAPTION>
Year Principal
Occupation Age First
Now and for as
of Elected
Name past 5 Years
8/18/9 Directo
8 r
Terms expire in
1999, Continued:
<S> <C> <C> <C>
James C. MacLeod Retired; formerly Vice
74 1984
President of the Bank and
the Company
Jarvis W. Newman Self-employed yacht broker
63 1984
Southwest Harbor, Maine
John P. Reeves Retired; formerly President
64 1984
and Chief Executive Officer
of the Company and the
Bank, Bar Harbor, Maine
Lynda Z. Tyson Chief Operating Officer and
43 1993
Marketing Director of Tyson
& Partners, Marketing
Consultants, Bar Harbor,
Maine. Formerly Chief
Executive Officer of Bar
Harbor Chamber of Commerce.
Term expires in
2000
Thomas A. Colwell President of Colwell Bros.,
54 1991
Inc. (lobster pounding) of
Stonington, ME
Bernard K. Cough Treasurer of Atlantic
71 1985
Oakes, Inc., Atlantic Eyrie
and several other resort
motels, Bar Harbor, Maine
Cooper F. Friend President, Friend and
44 1997
Friend, Inc. a recreational
motorsports
dealership.
Partner in U-
Store-It and
Friend and
Friend Realty
</TABLE>
<TABLE>
<CAPTION>
Year Principal
Occupation Age First
Now and for as
of Elected
Name past 5 Years
8/18/9 Directo
8 r
Terms expire in
2000, Continued:
<S> <C>
<C> <C>
Robert L. Owner and President of West
71 1984
Gilfillan End Drug Co., (retail
pharmacy), Bar Harbor,
Maine
H. Lee Judd President of Hinckley
53 1997
Insurance Group and
Hinckley Real Estate
John P. McCurdy Retired; formerly owner and
67 1984
operator of McCurdy Fish
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 1997. The Bylaws of
the Company provide for quarterly meetings.
Each director, with the exception of Mr.
Sargent, attended at least 75% of the total
number of meetings held by the Board of
Directors in 1997.
The Board of Directors of the Bank met
monthly during 1997. Each director, with
the exception of Mr. Sargent, attended at
least 75% of the total number of Bank
directors' meetings and committee meetings
of which he or she was a member.
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 for each
person listed.
<TABLE>
<CAPTION>
Year Age First
Principal Occupation Now and as
of Electe
Name for
8/18/98 d
past 5 Years Office
r
<S> <C> <C> <C>
Robert L. Chairman of the Board of the 71 1984
Gilfillan Bank and the Company since
February, 1994
Sheldon F. President and Chief Executive
60 1984
Goldthwait, Jr. Officer of the Company and the
Bank since January 1, 1995.
Formerly Executive Vice President
of the Company since December,
1989
Dwight L. Eaton Senior Vice President and Trust
63 1987
Officer of the Bank; Vice
President of the Company since
1987; formerly Vice President and
Trust Officer of the Bank
Lewis H. Payne Executive Vice President of the
48 1995
Company and Bank since 1995.
Formerly Senior Vice President
of Bank since 1990
Virginia M. Treasurer and Chief Financial
48 1991
Vendrell Officer since December, 1992;
formerly Treasurer of the Bank
since December, 1989 and
Treasurer of the Company since
October, 1990.
Marsha C. Clerk of the Company since
45 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.
Committees
The Bylaws of the Company provide that
after each Annual Meeting of Directors, the
Board designates from among its members 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. Brown,
Gilfillan, Goldthwait, MacLeod, Newman and
Reeves. The Executive Committee did not
meet in 1997.
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
members of the Audit Committee in 1997 were
Messrs. Carter, Colwell, Phillips, Dodge,
Gilfillan, Friend, Judd and Sargent. The
Audit Committee met six times during 1997
The Compensation Committee has
responsibility for setting compensation for
all Bank employees, including executive
officers. The Compensation Committee for
1997 included Messrs. Dodge, Gilfillan,
Goldthwait, McCurdy, Phillips and Reeves.
The Compensation Committee met three times
during 1997.
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 or understandings
between any nominee, director, executive
officer, or associates 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.
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.,
Lewis H. Payne, and Dwight L. Eaton who are
the only executive officers for whom
compensation exceeded $100,000 in any year.
Compensation for all officers is paid by
the Bank.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
Other Annual Year
Salary Incenti
Compensation
($) ve ($)
($)
<S> <C> <C>
<C> <C>
Sheldon F. Goldthwait, 1995 130,00
23,108 0
Jr. 0
President and 1996 135,99
27,428 0
0
Chief Executive Officer 1997 155,00
19,737 0
0
Dwight L. Eaton 1995
17,637 0
94,000
Senior Vice President and 1996
19,460 0
95,992
Trust Officer 1997
12,984 0
98,000
Lewis H. Payne 1995 N/A
N/A 0
Executive Vice President 1996 88,594
17,634 0
1997 93,500
12,237 0
</TABLE>
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
AWARDS PAYOUT
Restric LTIP
ted
Optional Payout
Year Stock SARs
(#) s
Awards ($)
($)
<S> <C> <C> <C> <C>
Sheldon F. Goldthwait, 1995 0 0 0
Jr.
1996 0
0 0
1997 0
0 0
Dwight L. Eaton 1995 0
0 0
1996 0
0 0
1997 0
0 0
Lewis H. Payne 1995 0
0 0
1996 0
0 0
1997 0
0 0
</TABLE>
<TABLE>
<CAPTION>
ALL OTHER COMPENSATION
($)
Year Other
Compensation
<S> <C> <C>
Sheldon F. Goldthwait, 1995 3,522
Jr.
1996 24,035
1997 30,027
Dwight L. Eaton 1995 3,439
1996 36,175
1997 41,654
Lewis H. Payne 1995 N/A
1996 1,752
1997 1,848
</TABLE>
Pursuant to a Deferred Compensation
Agreement Mr. Goldthwait deferred a portion
of his 1995, 1996 and 1997 salary, and Mr.
Payne deferred portions of his 1996 and
1997 salaries.
Compensation Committee
The Bank Board has appointed a six-
member Compensation Committee which
includes both directors and a member of
management. The Compensation Committee
meets several times 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 1997, Mr. Goldthwait was a
member of the Compensation Committee and
also a director. He abstained from
participating in discussion,
recommendations, or voting regarding his
own compensation. Mr. Reeves, who chairs
the Compensation Committee, is a former
President of the Company and the Bank.
Report of the Compensation Committee on
Executive Compensation
The 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. Goldthwait, Eaton,
Payne and Ms. Vendrell 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. Goldthwait, Eaton,
Payne and Ms. Vendrell, 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 has been submitted by the
Compensation Committee, including Messrs.
Gilfillan, Reeves, Dodge, McCurdy and
Phillips.
Compensation of Directors
Each of the directors of the Company
is a director of the Bank and as such
receives a fee of $300 for each Full Board
meeting of the Bank attended and $250 for
each committee meeting attended. The fee
paid for the attendance at the Annual
Meeting is $500.00 per member
of the Board of Directors. 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.
EMPLOYEE BENEFIT PLANS
The Company has two non-qualified
supplemental retirement plans for certain
officers. The agreements provide
supplemental retirement benefits payable in
installments over a period of years upon
retirement or death. The Company recognizes
the cost associated with the agreements
over the service lives of the participating
officers. For 1997, 1996, and 1995, the
expense of these supplemental plans was
$127,600, $118,000, and $110,000,
respectively.
401(k) Plan
The Bank has a defined contribution 401(k)
plan
available to employees meeting eligibility
requirements. Employees may contribute
between 1% and 15% of their compensation,
to which the Bank will match 25% of the
first 6% contributed. For the years ended
December 31, 1997, 1996, and 1995, the Bank
contributed $49,500, $52,000, and $46,600,
respectively. The Bank has a defined
contribution plan in lieu of a defined
benefit plan. In 1997, 1996 and 1995, the
Board of Directors voted to credit each
eligible participant's 401(k) account with
3% of salary. The total contributions made
for the defined contribution plan was
$122,800, $128,000 and $122,500 for the
years ended December 31, 1997,1996, and
1995, respectively.
Restricted Stock Purchase Plan
In 1997, 1996, and 1995, the Bank provided
a
restricted stock purchase plan through
which each employee may purchase up to 100
shares of Bar Harbor Bankshares stock at
the current fair market price as of a date
determined by the Board of Directors. These
shares may be purchased through direct
purchase or through the employee's 401(k)
accounts. The program was discontinued with
the plan year ending December 31, 1997.
At December 31, 1997, employees exercised
their
right to purchase 1,224 shares at $60.00
per share, with the actual purchase
transpiring in January of 1998.
At December 31, 1996, employees exercised
their
right to purchase 2,346 shares at $38.25
per share, with the actual purchase
transpiring in January of 1997.
The Bank has entered into agreements
with Messrs. 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 per annum (in the case of
Mr. Reeves), and in the amount of $10,000
per annum (in the case of Messrs.
Goldthwait and Eaton). This plan is
unfunded and
benefits will be paid out of Bank earnings.
Because Mr. Reeves chose early retirement,
he began drawing his annual installment of
$5,300 pursuant to this deferred
compensation arrangement as of January 1,
1995.
In 1993, the Company established a non-
qualified supplemental retirement plan for
Messrs. Reeves, Eaton, Goldthwait, and
MacDonald. The agreements provide
supplemental retirement benefits payable in
installments over twenty years upon
retirement or death. The Company recognizes
the costs associated with the agreements
over the service lives of the participating
officers. The cost relative to the
supplemental plan was $115,700, $106,500,
and $98,300 for 1997, 1996, and 1995
respectively. The agreements with Messrs.
Reeves, Eaton, Goldthwait, and MacDonald
are in the amounts of $49,020,$22,600,
$37,400 and $7,700 respectively. Mr.
Reeves began drawing his annual installment
of $49,020 as of 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 Operating 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.
7
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 AMEX Market Index,
and the AMEX Bank Stock Index. The graph
assumes a $100 investment on December 31,
1992 in the
common stock of the Company, and in the two
AMEX indices and measures the amount by
which the market value of each, assuming
reinvestment of dividends, has increased as
of December 31 of each calendar year since
the base measurement point of December 31,
1992.
The following information is presented in a
line graph in the printed proxy:
<TABLE>
<CAPTION>
Bar Harbor AMEX Bank
AMEX
Year Banking and Stock Index
Market
Trust Company
Index
<S> <C> <C> <C>
1992 $100.00 $100.00 $100.00
1993 $118.06 $136.34 $118.81
1994 $133.13 $132.81 $104.95
1995 $230.21 $175.48 $135.28
1996 $315.43 $200.52 $142.74
1997 $485.51 $324.68 $171.76
</TABLE>
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
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.
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
18, 1998, 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, ME 04609.
Financial statements of the Company
contained in the Company's Annual Report To
Stockholders for the fiscal year 1997 are
not to be considered a part of this
soliciting material.
STOCKHOLDER PROPOSALS
Stockholders may submit proposals for
consideration at the 1999 Annual Meeting,
which is presently scheduled for October 5,
1999. 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 1, 1999, which is 120 days in
advance of the proposed mailing date of the
1999 proxy materials. Proposals should be
addressed to Marsha C. Sawyer, Clerk, Bar
Harbor Bankshares, 82 Main Street, Bar
Harbor, ME 04609.
By Order of the Board of Directors
Marsha C. Sawyer, Clerk
BAR HARBOR BANKSHARES
82 Main Street
Bar Harbor, ME 04609
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
The undersigned hereby appoints Ruth S.
Foster,
Jarvis W. Newman, and Lynda Z. Tyson as
Proxies, each with power to appoint a
substitute, and hereby authorizes them to
represent and to vote, as designated on the
reverse side, all of the shares of Common
Stock of the Company held of record by the
undersigned as of close of business on
August 18, 1998 at the Annual Meeting of
Stockholders to be held on October 6, 1998
or at any adjournment thereof.
(To be signed on the Reverse Side)
X PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
1. Election of Directors
Nominees for three year terms:
Frederick F. Brown, Robert C. Carter,
Dwight L.
Eaton,
Sheldon F. Goldthwait, Jr. and Robert
M. Phillips
____ FOR the nominees listed at right
____ WITHHOLD AUTHORITY to vote for
nominees
listed at right
For all nominees, except as indicated
___________________________
2. To set the number of Directors at 19.
____ FOR ____ AGAINST ____ ABSTAIN
3. To ratify the Board of Directors'
selection of Berry, Dunn, McNeil & Parker
as independent auditors of the Company and
the Bank for the ensuing year.
____ FOR ____ AGAINST ____ ABSTAIN
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 ENVELOPE
PROVIDED.
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.
