16
BAR HARBOR BANKSHARES
82 Main Street
Bar Harbor, ME 04609
September 10, 1999
Dear Stockholder:
The 1999 Annual Meeting of Bar Harbor Bankshares will
be held at 11:00 a.m. on Tuesday, October 5, 1999 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 5th. 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
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 5, 1999
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 5, 1999 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 16.
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 17, 1999 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 5, 1999
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 5, 1999 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 10,
1999.
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 17, 1999, the Company had outstanding
3,443,614 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 17, 1999 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 17, 1999, to the knowledge of the
Company, Bernard K. Cough was the only beneficial owner
of 5% or more of the Company's common stock. Mr.
Cough's address is 5 Norman Road, Bar Harbor, ME
04609.
The following table lists, as of August 17, 1999,
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 Perce
Director ial Benefic Benefic t nt
Ownersh ial ial Benefic of
ip Ownersh Ownersh ial Class
ip ip Ownersh
ip
<S> <C> <C> <C> <C> <C>
Frederick F. Direct 23,940 Indirec 1,200 *
Brown t
Robert C. Direct 1,900 Indirec 200 *
Carter t
Thomas A. Direct 5,400 0 *
Colwell
Bernard K. Direct 133,480 Indirec 38,740 5.00
Cough t
Peter Dodge Direct 4,260 Indirec 600 *
t
Dwight L. Direct 9,478 0 *
Eaton
Ruth S. Direct 3,350 0 *
Foster
Cooper F. Direct 3,400 0 *
Friend
Robert L. Direct 53,100 Indirec 26,830 2.322
Gilfillan t %
Sheldon F. Direct 26,182 Indirec 4,456 *
Goldthwait, t
Jr.
H. Lee Judd Direct 1,400 Indirec 5,500 *
t
James C. Direct 20,300 Indirec 20,300 1.179
MacLeod t %
John P. Direct 6,500 Indirec 100 *
McCurdy t
Jarvis W. Direct 23,100 Indirec 7,000 *
Newman t
Robert M. Direct 1,200 Indirec 100 *
Phillips t
John P. Direct 13,997 Indirec 11,370 *
Reeves t
Lynda Z. Direct 1,250 Indirec 150 *
Tyson t
Total Ownership of all 341,655 116,646 13.30
Directors and 8%
Executive Officers of
Company as a group (21
persons).
*less than 1%
</TABLE>
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, 97,360 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 16. 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 1999.Peter Dodge, Ruth S. Foster, Jarvis W. Newman,
John P. Reeves and Lynda Z. Tyson 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.
James C. MacLeod has reached age 75 and will be
retiring from the Board in compliance with the Company
bylaws.
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 8/17/9 Electe
9 d
Direct
or
Terms expire
in 1999:
<S> <C> <C> <C>
Peter Dodge President and Insurance 55 1987
Agent with Merle B.
Grindle Agency
(insurance and real
estate), Blue Hill,
Maine
Ruth S. Former State Senator and 70 1986
Foster owner of Ruth Foster's
(retail clothing),
Ellsworth, Maine
Jarvis W. Self-employed yacht 64 1984
Newman broker
Southwest Harbor, Maine
John P. Retired; formerly 65 1984
Reeves President and Chief
Executive Officer of the
Company and the Bank,
Bar Harbor, Maine
Lynda Z. Chief Operating Officer 44 1993
Tyson and 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. President of Colwell 55 1991
Colwell Bros., Inc. (lobster
pounding) of
Stonington, ME
Bernard K. Treasurer of Atlantic 72 1985
Cough Oakes, Inc., Atlantic
Eyrie and several
other resort motels,
Bar Harbor, Maine
Cooper F. President, Friend and 45 1997
Friend Friend, Inc. a
recreational
motorsports
dealership. Partner
in U-Store-It and
Friend and Friend
Realty
Robert L. Owner and President 72 1984
Gilfillan of West 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 68 1984
owner and operator of
McCurdy Fish Company
(fish processor),
Lubec, Maine
Term expires in
2001
Frederick F. Proprietor and owner 73 1984
Brown of F. T. Brown Co.,
(hardware store), Mt.
Desert, ME
Robert C. Owner of Machias 56 1996
Carter Motor Inn, Machias,
Maine
Dwight L. Eaton Senior Vice President 64 1988
and Trust Officer of
the Bank; Vice
President of the
Company since 1987
Sheldon F. President and Chief 61 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. Officer of 57 1993
Phillips International 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.
</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 1998. The Bylaws of the Company provide for
quarterly meetings. Each director attended at least 75%
of the total number of meetings held by the Board of
Directors in 1998.
The Board of Directors of the Bank met monthly
during 1998. Each director, with the exception of Mr.
Reeves, 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 as Electe
Name Now and for of d
past 5 Years 8/17 Office
/99 r
<S> <C> <C> <C>
Robert L. Chairman of the Board 72 1984
Gilfillan of the Bank and the
Company since February,
1994
Sheldon F. President and Chief 61 1984
Goldthwait, Executive Officer of
Jr. the Company and the
Bank since January 1,
1995. Formerly
Executive Vice
President of the
Company since December,
1989
Dwight L. Senior Vice President 64 1987
Eaton and Trust Officer of
the Bank; Vice
President of the
Company since 1987;
formerly Vice President
and Trust Officer of
the Bank
Lewis H. Executive Vice 49 1995
Payne President of the
Company and Bank since
1995. Formerly Senior
Vice President of Bank
since 1990
Virginia M. Treasurer and Chief 49 1991
Vendrell Financial 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 46 1986
Sawyer since July, 1986; Clerk
and Senior Vice
President of the Bank
in 1999; formerly 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, Reeves and Newman. The
Executive Committee did not meet in 1998.
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 1998 were Messrs. Carter, Colwell,
Phillips, Dodge, Gilfillan, Friend, McCurdy, Judd, and
Ms. Foster. The Audit Committee met four times during
1998.
The Compensation Committee has responsibility for
setting compensation for all Bank employees, including
executive officers. The Compensation Committee for 1998
included Messrs. Brown, Dodge, Gilfillan, Goldthwait,
McCurdy, Phillips and Reeves. The Compensation
Committee met four times during 1998.
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
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.
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 Sheldon F. Goldthwait, Jr., Lewis
H. Payne, Virginia M. Vendrell and Dwight L. Eaton who
are the only executive officers for whom compensation
exceeded $100,000 in any year. Compensation for all
officers is paid by the Bank.
SUMMARY COMPENSATION TABLE
ANNUAL
COMPENSATION
Other
Year Salary Incenti Annual
($) ve ($) Compensat
ion ($)
[S] [C] [C] [C] [C]
Sheldon F. 1996 135,99 27,428 0
Goldthwait, Jr. 0
President and 1997 155,00 19,737 0
0
Chief Executive 1998 158,00 22,202 0
Officer 0
Dwight L. Eaton 1996 95,992 19,460 0
Senior Vice 1997 98,000 12,984 0
President and
Trust Officer 1998 100,95 14,115 0
0
Lewis H. Payne 1996 88,594 17,634 0
Executive Vice 1997 93,500 12,237 0
President
1998 99,300 13,683 0
Virginia M. 1996 83,609 16,631 N/A
Vendrell
Senior Vice 1997 N/A N/A N/A
President and
Chief Financial 1998 90,000 12,626 0
Officer
[/TABLE]
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS PAYOUT
Restric LTIP
ted Optiona Payouts
Year Stock l SARs ($)
Awards (#)
($)
<S> <C> <C> <C> <C>
Sheldon F. 1996 0 0 0
Goldthwait, Jr.
1997 0 0 0
1998 0 0 0
Dwight L. Eaton 1996 0 0 0
1997 0 0 0
1998 0 0 0
Lewis H. Payne 1996 0 0 0
1997 0 0 0
1998 0 0 0
Virginia M. 1996 0 0 0
Vendrell
1997 0 0 0
1998 0 0 0
ALL OTHER
COMPENSATION ($)
Sheldon F. 1996 24,035
Goldthwait, Jr.
1997 30,027
1998 52,906
Dwight L. Eaton 1996 36,175
1997 41,654
1998 48,104
Lewis H. Payne 1996 1,752
1997 1,848
1998 1,561
Virginia M. 1996 570
Vendrell
1997 N/A
1998 138
</TABLE>
Pursuant to a Deferred Compensation Agreement Mr.
Goldthwait, Mr. Payne and Ms. Vendrell each deferred a
portion of their 1996, 1997 and 1998 salaries.
During 1998 the Bank had an incentive plan in
which all employees who were on the payroll as of
January 1st of a calendar year and who worked through
December 31st are eligible. The computation is based on
earnings per share growing by 10% each year with 1992
being the base year. Once the 10% growth is attained, a
pool is created in which all eligible employees receive
the same percentage of their salary in the form of an
incentive payment.
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
1998, 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. Brown, Gilfillan,
Goldthwait, 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 1998, 1997, and 1996, the
expense of these supplemental plans was $138,600,
$127,600, and $118,000, respectively.
401(k) Plan
The Bank has a contributory 401(k) plan available
to employees. 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, 1998, 1997, and 1996, the Bank contributed
$51,300, $49,500, and $52,000, respectively. In 1998,
1997 and 1996, the Board of Directors voted to credit
each eligible participant's 401(k) account with 3% of
salary. Total contributions made were $127,400,
$122,800 and $128,000 for the years ended December 31,
1998, 1997, and 1996, respectively.
Restricted Stock Purchase Plan
In 1997 and 1996, the Bank provided a restricted
stock purchase plan through which each employee could
purchase shares of Bar Harbor Bankshares stock at the
current fair market price as of a date determined by
the Board of Directors. These shares were available for
purchase through direct purchase or through the
employee's 401(k) accounts. In September of 1997, the
Company was listed on the American Stock Exchange,
making Bar Harbor Bankshares stock readily available
for transactions. Therefore, the restricted stock
purchase plan was terminated effective December 31,
1997.
At December 31, 1997, employees exercised their
right and purchased common stock totaling $73,000, with
the actual purchase transpiring in January of 1998.
At December 31, 1996, employees exercised their
right and purchased common stock totaling $90,000, 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 $126,100, $115,700, and $106,500
for 1998, 1997, and 1996 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 has retained 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. This relationship ended with the semi-
retirement of the principals in July, 1999.
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.
PERFORMANCE GRAPH
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
American Stock Exchange (AMEX) banks as a group as
measured by the AMEX Market Index and the peer group
index as defined by AMEX. The graph assumes a $100
investment on December 31, 1993 in the common stock of
each of the Company, the AMEX peer group banks and the
AMEX Market Index as a group 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, 1993.
The following graph is based upon a good faith
determination of approximate market value for each year
indicated based on information obtained from the
American Stock Exchange, 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.
The following information is presented in a line graph
in the printed Form 10-K:
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Bar Harbor
Banking and 100.0 112. 195. 267.1 411.3 365.
Trust 0 76 00 8 9 31
Company
Peer Group 100.0 98.3 130. 148.7 243.5 245.
Index 0 0 79 0 8 81
AMEX Market 100.0 88.3 113. 120.1 144.5 142.
Index 0 3 86 5 7 61
</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 THAT 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 17, 1999,
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 1998 are not to be considered a part of
this soliciting material.
STOCKHOLDER PROPOSALS
Stockholders may submit proposals for
consideration at the 2000 Annual Meeting, which is
presently scheduled for October 3, 2000. 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, 2000,
which is 120 days in advance of the proposed mailing
date of the 2000 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 Robert C. Carter,
John P. McCurdy, and Cooper F. Friend 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 17, 1999 at the Annual
Meeting of Stockholders to be held on October 5, 1999
or at any adjournment thereof.
(To be signed on the Reverse Side)
X PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
1. To set the number of Directors at 16.
____ FOR ____ AGAINST ____ ABSTAIN
2. Election of Directors
Nominees for three year terms:
Peter Dodge, Ruth S. Foster, Jarvis W. Newman,
John P. Reeves, and Lynda Z. Tyson
____ FOR the nominees listed at right
____ WITHHOLD AUTHORITY to vote for nominees
listed at right
For all nominees, except as indicated
___________________________
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 needs sign. When signing as
attorney, executor, administrator, trustee or
guardian or in any representative capacity, please
give full title.
