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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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UNION BANKSHARES COMPANY
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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UNION
BANKSHARES
COMPANY
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P.O. Box 479, ELLSWORTH, MAINE 04605 207-667-2504
March 28, 2000
It is my pleasure to present to you the 1999 annual report for Union Bankshares,
a copy of which is enclosed. We posted increased earnings for the seventh
consecutive year and continue to make strategic investments to ensure the
long-term success of your bank.
Speaking of strategic investments, I am pleased to inform you that we have
signed an agreement to acquire The Waldoboro Bank, F.S.B. A copy of the press
release announcing the acquisition is attached. This investment represents a
strategic decision to expand our geographic scope into the Mid-coast region.
Knox, Lincoln and Waldo Counties are experiencing strong economic growth and
this opportunity will allow us to take advantage of a broader market for our
services. This area also shares many of the same characteristics as Downeast
Maine including fishing, tourism, a growing service-based economy and an influx
of retirees. We have built an exceptional team of employees and have a good mix
of services to offer. Utilizing our healthy capital position to acquire
Waldoboro Bank will leverage these strengths.
Although this envelope says 'proxy statement enclosed', you will not receive
that until later in April. I did not want to delay delivery of the annual report
because of the acquisition. However, our annual shareholder meeting will not be
held until June of this year. You will receive a joint proxy statement in
preparation for this special meeting, during which the purchase will be
approved. You will receive notification shortly about the time and place of the
annual shareholder meeting.
Thank you for your support and we look forward to discussing this exciting
development with you.
Sincerely,
/s/ Peter A. Blyberg
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Peter A. Blyberg
President
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March 28, 2000
FOR IMMEDIATE RELEASE
For more information, contact:
UNION BANKSHARES COMPANY MID-COAST BANCORP, INC.
Peter A. Blyberg Wesley E. Richardson
800-432-1592 -or- 207-667-2504 800-540-5363 -or- 207-832-7521
UNION BANKSHARES COMPANY ANNOUNCES PLANS
TO ACQUIRE MID-COAST BANCORP, INC.
Ellsworth, Maine, March 28, 2000: Union Bankshares Company ("Union")
(www.uniontrust.com) announced that it has signed a definitive agreement to
acquire Mid-Coast Bancorp, Inc. (NASDAQ: MCBN) (www.waldoborobank.com) and its
wholly-owned subsidiary, The Waldoboro Bank, F.S.B. ("Waldoboro"), a
federally-chartered savings bank headquartered in Waldoboro, Maine with assets
of $82.0 million. Under the terms of the agreement, Waldoboro will be merged
into Union's subsidiary bank, Union Trust Company ("Union Trust") and
Waldoboro's four offices, in Waldoboro, Rockland, Belfast and Jefferson, will
operate as branches of Union Trust.
Under the terms of the agreement, which was approved by the Boards of Directors
of both Union and MCBN, MCBN shareholders will receive $15.875 in cash for each
share of MCBN common stock, for a total transaction cost of approximately $11.9
million. Based on Monday's closing price of $6.00 per share of MCBN common
stock, this price represents a market premium of 165%.
In accordance with the agreement, MCBN granted Union an option to acquire, under
certain terms and conditions, up to 19.9% of MCBN's common stock at $6.00 per
share. The option was granted as an inducement for Union to enter into the
agreement.
This transaction, which is subject to shareholder and regulatory approvals, is
expected to close during the third quarter of 2000. Following consummation of
the transaction, Peter A. Blyberg, President and Chief Executive Officer of
Union and Union Trust will become President and Chief Executive Officer of the
combined institutions.
"Union Trust and Waldoboro are ideal partners," commented Mr. Blyberg. "We are
both customer-focused community banks with excellent track records of serving
down east and mid-coast Maine. We share the same values and commitment to our
customers, communities, employees and shareholders. Union Trust will benefit by
the expansion of our franchise to the mid-coast markets where Waldoboro has been
so successful and we look forward to bringing new products and services to
Waldoboro's customers. In fact, this is a great combination of people,
technology and capital, all focused on providing outstanding customer service
AND more value to our shareholders."
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Mr. Richardson stated, "We are extremely pleased to join Union Trust. Union
Trust is an excellent, highly profitable Maine community bank, with a solid
reputation, over 100 years' experience serving the financial needs of Maine
families, businesses and communities and an outstanding array of complementary
products and services. We will now be able to offer our customers an expanded
line of commercial, trust and investment services that will help them to meet
their financial goals. Together, we will continue to expand community banking in
eastern Maine and deliver personalized customer service and an ever-expanding
range of innovative financial products to our customers."
Mr. Blyberg added, "We also welcome the Waldoboro employees to the Union Trust
team. Their skills and knowledge are a definite plus for this combination."
Union Bankshares Company is a one-bank holding company, organized under the laws
of the State of Maine, with one subsidiary, Union Trust Company, which was
organized in 1887 and headquartered in Ellsworth, Maine. Union Trust Company
operates 11 banking offices in eastern Maine. Mid-Coast Bancorp, Inc. is the
holding company for The Waldoboro Bank, F.S.B., chartered in 1891. The Waldoboro
Bank, F.S.B. operates 4 banking offices in mid-coast Maine.
# # #
This press release contains certain statements that are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Reliance should not be placed on forward-looking statements because they involve
unknown risks, uncertainties and other factors which are, in some cases, beyond
the control of Union Bankshares Company or Mid-Coast Bancorp, Inc., as the case
may be. Actual events, performance and results could differ materially from the
anticipated event, performance or results expressed or implied in such
forward-looking statements. The factors which may cause such differences
include, among other factors, the ability of the parties to consummate the
transactions contemplated by the Agreement, conditions imposed on the
consummation of such transactions by regulatory agencies, the competitive
environment and general economic conditions.
