UNION BANKSHARES COMPANY
66 Main Street
Ellsworth, Maine 04605
July 16, 1997
Dear Stockholder:
A brief Special Meeting of the Stockholders of Union Bankshares Company will
be held at 1:30 p.m. on Wednesday, July 30, 1997 in the Board Room of Union
Trust Company, 66 Main Street, Ellsworth, Maine. The sole purpose of the
meeting is to vote to reduce the par value of the Common Stock of the
Company in order to enable a 2 for 1 stock split and to increase the number
of authorized shares of Common Stock in anticipation of a stock dividend
already declared by the Board of Directors and to provide additional
flexibility for the future capital needs of the Company. The directors and
officers join me in inviting you to attend this brief meeting.
Enclosed are the Clerk's official Notice of Special Meeting, a Proxy
Statement and a Form of Proxy. Please sign the proxy and return it in the
enclosed self-addressed envelope so that your shares will be voted at this
special meeting.
Very truly yours,
Peter A. Blyberg
President
PAB/cc
Enclosures
It is important that proxies be returned promptly. Each
stockholder is urged to fill in, date and sign the enclosed proxy and mail
it in the self-addressed envelope provided. In the event a stockholder
decides to attend the meetting, he or she may, if he or she wishes revoke
his or her proxy and vote his or her shares in person.<PAGE>
UNION BANKSHARES COMPANY
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 30, 1997
Notice is hereby given that a Special Meeting of the Stockholders
of Union Bankshares Company (the "Company") will be held in the Board Room
of Union Trust Company, 66 Main Street, Ellsworth, Maine on July 30, 1997 at
1:30 p.m. to consider and act upon the following proposals:
l. To amend the Articles of Incorporation of Union Bankshares
Company by increasing the number of shares of its common
stock from 600,000 shares, par value of $25.00 per share,
to 1,200,000 shares, par value of $12.50 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 June 27, 1997
will be entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
Sally J. Hutchins, Clerk<PAGE>
UNION BANKSHARES COMPANY
66 MAIN STREET
ELLSWORTH, MAINE 04605
PROXY STATEMENT
MAILING DATE: JULY 16, 1997
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, JULY 30, 1997
This Proxy Statement is furnished to the Stockholders of Union Bankshares
Company (the "Company") in connection with the solicitation of proxies on
behalf of the Company for use at the Special meeting of Stockholders (the
"Meeting") to be held on Wednesday, July 30, 1997 at 1:30 p.m. in the Board
Room of Union Trust Company, 66 Main Street, Ellsworth, Maine pursuant to
the accompanying Notice of Special Meeting of Stockholders. A form of proxy
for use at the Meeting and a return envelope for the proxy are enclosed.
The proxy, when properly executed, will be voted on behalf of the
stockholder in the manner directed in the form of proxy. A stockholder who
executes the proxy may, prior to its use, revoke it by written instrument,
by a subsequently executed proxy or, if he or she attends the Meeting, by
notifying the Clerk or by giving notice at the Meeting.
Proxies are being solicited by the Board of Directors of the Company
principally through the mail. Proxies may also be solicited personally or
by telephone. The entire expense of solicitation, including cost of
preparing, assembling and mailing the proxy materials, will be borne by the
Company.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of June 13, 1997, the Company had outstanding 201,426 shares of its
common stock (the "Common Stock"), par value $25 per share, each share of
which is entitled to one vote upon each of the matters presented at the
Meeting. Only stockholders of record at the close of buusiness on June 27,
1997 are entitled to vote at the Meeting. The presence at the Meeting, in
person or by proxy, of the holders of a majority of the shares of Common
Stock entitled to vote will constitute a quorum. Assuming a quorum is
present, action may be taken by the holders of a majority of the shares
present and voting on any matter brought before the Meeting. Under
applicable Maine law, abstentions and shares otherwise not voting will not
be deemed present and voting for this purpose. Votes recorded by proxy will
be counted immediately prior to the Meeting and the results will be
announced at the Meeting. Stockholders who are present will have an
opportunity to vote on each matter brought before the meeting.
The following table lists, as of June 13, 1997, the number of shares of
Common Stock and the corresponding percentage of total Common Stock
beneficially owned by the only stockholder who is the beneficial owner of
more than five percent of the Common Stock of the Company.<PAGE>
Name and Address of Common Stock Percent
Beneficial Owner Beneficially Owned of Class
Alfred S. Martin
Suite 110, Huntingdon Plaza
399D Huntington Pike
Huntingdon, PA 19006 14,402 7.13
The following table lists, as of June 13, 1997, the number of shares of
Common Stock, including directors' qualifying shares, and the corresponding
percentage of total common Stock beneficially owned by each director and
nominee for director, including the chief executive officer of the Company,
and by all executive officers and directors as a group.
Name Common Stock Percent of Class
Beneficially Owned
Arthur J. Billings 70 *
Peter A. Blyberg 111 *
Robert S. Boit 8,888 4.40
Richard C. Carver 576 *
Peter A. Clapp 34 *
Sandra H. Collier 70 *
Robert B. Fernald 184 *
Douglas A. Gott 270 *
David E. Honey 232 *
Delmont N. Merrill 120 *
Thomas R. Perkins 1,069 *
Casper G. Sargent, Jr. 1,560 *
John V. Sawyer, II 1,075 *
Stephen C. Shea 968 *
Richard W. Teele 185 *
Paul L. Tracy 234 *
Richard W. Whitney 62 *
Total Ownership of all listed
directors and other officers 16,265 8.07
*Represents ownership of less than 1%.
For purposes of the above 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 has
the power to dispose of, or to direct the disposition of, the security, or
if he or she has the right to acquire beneficial ownership of the security
within 60 days.
Based upon copies of Forms 3, 4 and 5 submitted to and retained by the
Company, the Company knows of no director, officer or beneficial owner of
more than ten percent (10%) of the total outstanding shares of Common Stock
who either failed to file an appropriate ownership report with the
Securities and Exchange Commission, or who filed such report other than on a
timely basis.<PAGE>
INCREASE IN AUTHORIZED CAPITAL STOCK
The Company presently has authorized 600,000 shares of Common Stock, par
value of $25 per share, of which 201,426 shares are issued and outstanding
and 1,089 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 1,200,000 shares of Common Stock and that the par
value be reduced from $25.00 per share to $12.50. The Board of Directors
recommends this increase in authorized shares in order to provide additional
flexibility for the future capital needs of the Company.
If the recommended increase in authorized shares and reduction of par value
per share is approved, the Board of Directors intends to implement a stock
split of two 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 judgement 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 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 June 27, 1997, which is the record
date for this proxy solicitation. Requests should be addressed to: Sally
J. Hutchins, Clerk, Union Bankshares Company, 66 Main Street, Ellsworth,
Maine, 04605.<PAGE>
Financial statements of the Company contained in the Company's annual report
to stockholders for the fiscal year 1995 are not to be considered a part of
this soliciting material.
It is expected that a representative of Berry, Dunn, McNeil & Parker,
independent auditors for the Bank, will be present at the Meeting, will have
an opportunity to make a statement if he or she so desires and will be
available to respond to appropriate questions.
STOCKHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
Stockholders may submit proposals for consideration at the 1998 annual
meeting, which is presently scheduled for April 16, 1998. 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
December 17, 1997. Proposals should be addressed to Peter A. Blyberg,
President, Union Bankshares Company, 66 Main Street, Ellsworth, Maine
04605.
Ellsworth, Maine By Order of the Board of Directors
Sally J. Hutchins, Clerk<PAGE>
UNION BANKSHARES COMPANY P The undersigned hereby appoints Sally J.
66 Main Street R Hutchins and Peter A. Blyberg as Proxies,
Ellsworth, Maine 04605 O each with power to appoint a substitute and
This proxy is solicited on X hereby authorizes them to represent and
behalf of the Board of Y vote as designated below, all the shares of
Directors. common stock of the Company held of
record by the undersigned as of the close
of business on June 27, 1997, at the
special meeting of stockholders to be held
on July 30, 1997, or at any adjournment
thereof.
1. To amend the Articles of Incorporation and Bylaws of Union
Bankshares Company by increasing authorized common shares from
600,000 shares, par value of $25.00 per share, to 1,200,000 shares,
par value of $12.50.
For___________ Against_______________ Abstain___________
2. 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 MADE, THIS
PROXY WILL BE VOTED IN FAVOR OF PROPOSAL 1, AND IN THE DISCRETION OF
MANAGEMENT WITH RESPECT TO ANY OTHER MATTERS WHICH MAY COME BEFORE THE
MEETING.
Please sign exactly as name appears below. Only one joint tenant need sign.
When signing as attorney, executor, administrator, trustee or guardian, or
in any representative capacity, please give full title.
Dated_________________, 1997
Signature___________________
Signature___________________<PAGE>
