UNION BANKSHARES CO/ME
DEFA14A, 2000-05-19
STATE COMMERCIAL BANKS
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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

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

         [_]      Preliminary Proxy Statement

         [_]      Confidential, for Use of the Commission Only (as permitted by
                  Rule 14a-6(e)(2))

         [_]      Definitive Proxy Statement

         [_]      Definitive Additional Materials

         [X]      Soliciting Material Pursuant to Rule 14a-12


                            UNION BANKSHARES COMPANY
    ------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)



<PAGE>   2


Payment of Filing Fee (Check the appropriate box):

         [X]      No fee required.

         [_]      Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
                  and 0-11.

                  (1)      Title of each class of securities to which
                           transaction applies:

                  (2)      Aggregate number of securities to which transaction
                           applies:

                  (3)      Per unit price or underlying value of transaction
                           computed pursuant to Exchange Act Rule 0-11 (set
                           forth the amount on which the filing fee is
                           calculated and state how it is determined):

                  (4)      Proposed maximum aggregate value of transaction:

                  (5)      Total fee paid:


         [_]      Fee paid previously with preliminary materials.

         [_]      Check box if any part of the fee is offset as provided by
                  Exchange Act Rule 0-11(a)(2) and identify the filing for which
                  the offsetting fee was paid previously. Identify the previous
                  filing by registration statement number, or the form or
                  schedule and the date of its filing.

                  (1)      Amount previously paid:

                  (2)      Form, Schedule or Registration Statement no.:

                  (3)      Filing Party:

                  (4)      Date Filed:


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                            UNION BANKSHARES COMPANY
                                 66 Main Street
                             Ellsworth, Maine 04605

                                                                    May 19, 2000

Dear Stockholder:

In connection with our Annual Meeting of Stockholders enclosed is the Notice of
Annual Meeting, Annual Meeting Proxy Statement and a Proxy Card.

At this time we are not asking you to provide a proxy or to vote with respect to
the proposed merger between Mid-Coast Bancorp, Inc. and Union Bankshares
Company. The proposed merger will be voted upon at a special meeting of
stockholders which will be conducted specifically for that purpose in the near
future. You will receive a separate notice of meeting, proxy statement and proxy
card in connection with that special meeting.

                                            Very Truly Yours,


                                            Peter A. Blyberg
                                            President







Investors and security holders are advised to read the proxy statement and other
documents related to the Union Bankshares Company and Mid-Coast Bancorp, Inc.
merger when they become available and any amendments to these documents when
they become available because they will contain important information. Investors
and security holders may obtain these documents free of charge, when available,
and other documents filed by Union Bankshares Company or Mid-Coast Bancorp, Inc.
with the Securities and Exchange Commission at the SEC's Internet web site
(www.sec.gov). Documents filed by Union Bankshares Company with the Securities
and Exchange Commission may be obtained for free from Union Bankshares Company
by directing such request to Union Bankshares Company, 66 Main Street, P.O. Box
479, Ellsworth, Maine, 04605-1987, telephone 800-432-1592 or 207-667-2504.

Union Bankshares Company and its directors intend to solicit proxies from Union
Bankshares Company stockholders in favor of the merger. The names of the
directors of Union Bankshares Company and information regarding their security
holdings may be obtained for free from Union Bankshares Company by directing
such request to Union Bankshares Company, 66 Main Street, P.O. Box 479,
Ellsworth, Maine, 04605-1987, telephone 800-432-1592 or 207-667-2504.



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