3
BAR HARBOR BANKSHARES
82 Main Street
Bar Harbor, MaineME 04609
September 6, 19969, 1997
Dear Stockholder:
The 19961997 Annual Meeting of Bar Harbor Bankshares
will be held at 11:00 a.m. on Tuesday, October 1, 19967,
1997 in the Atlantic Oakes Conference Center,
located next to the Canadian National FerryBay Ferries Terminal on Route 3
in Bar Harbor, Maine. The Directors and Officers
join me in inviting you to attend thethis 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 1st.7th.
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
SFG
EnclosureEnclosures
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.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 1, 19967, 1997
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 1, 19967, 1997 at
11:00 a.m. to consider and act upon the following
proposals:proposals.
1. To set the number of directorsDirectors for the ensuing
year at 17.19.
2. To elect six persons to serve as directorsDirectors for
a term of three years.
3. To elect twoone person to serve as a directorDirector for a
term of two years.
1.4. To ratify the Board of DirectorsDirectors' selection of
Berry, Dunn, McNeil & Parker as independent
auditors of the Company and of the Bank for
the ensuing year.
5. 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 16, 199618, 1997 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, MaineME 04609
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, OCTOBER 1, 19967, 1997
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 1, 19967, 1997 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 6,1996.9, 1997.
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 16, 1996,18, 1997, the Company had
outstanding 1,718,2371,720,583 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 16, 199618, 1997
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 16, 1996,18, 1997, to the knowledge of the
Company, no person was the only beneficial owner of more than 5% or more
of the Company's common stock.Common Stock was Bernard K. Cough.
Title of Class: Common Stock
Name and Address of Beneficial Owner: Bernard K.
Cough, 5 Norman Road, Bar Harbor, ME 04609
Amount and Nature of Beneficial Ownership:
Direct Indirect
Percent of Class: 5.033%
The following table lists, as of August 16, 1996,18,
1997, 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.
[CAPTION]
Director
Direct Amount and Natureof Indirect Amount of Percent (3)(1)
Beneficial Direct Beneficial Indirect of Class
Director or Nominee Ownership Beneficial Ownership of
Class
Robert H. Avery(1) Direct 24,435
1.70%
Indirect 4,725Beneficial
Ownership Ownership
Frederick F. Brown Direct 11,970 *
Indirect 600 *
Robert C. Carter Direct 500950 Indirect 50100 *
Thomas A. Colwell Direct 2,700 *
Bernard K. Cough Direct 66,640
4.99%67,440 Indirect 19,07019,170 5.033%
Peter Dodge Direct 2,130 *
Indirect 300 *
Dwight L. Eaton Direct 3,8773,195 *
Ruth S. Foster Direct 1,675 *
Cooper F. Friend Direct 1,100 *
Robert L. Gilfillan Direct 26,550 2.33%
Indirect 13,415 2.322%
Sheldon F. Goldthwait, Jr. (2) Direct 8,927
*12,936 Indirect 2,228 *
Jr.
H. Lee Judd Direct 500 Indirect 2,750 *
James C. MacLeod Direct 10,150 1.18%
Indirect 10,150 1.179%
John P. McCurdy Direct 3,250 *
Indirect 50 *
Jarvis W. Newman Direct 11,550 *
Indirect 3,500
Director Amount and Nature of
Percent (3)
or Nominee Beneficial Ownership of
Class*
Robert M. Phillips Direct 500
*600 Indirect 50 *
John P. Reeves Direct 6,9586,969 Indirect 5,685 *
Indirect 5,585
Abner L. Sargent Direct 500 *
Indirect 3,000 *
Lynda Z. Tyson Direct 525
*625 Indirect 75 *
Total Ownership of all 1644,790 61,073 13.194%
Directors and Executive
Officers of Company as
a group (19(20 persons)...
250,744
14.59%
.
*less than 1%
(1) Mr. Avery die on August 20, 1996.
(2) Mr. Goldthwait is a beneficiary of the estate of his
deceased mother which holds 7,978 shares of the Common Stock.
It is anticipated that an as yet undetermined number of these
shares will be distributed to Mr. Goldthwait in connection
with the settlement of his mother s estate. No such shares
are included in the foregoing table.
[3] 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 (2.84%(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 16.19. The
Bylaws of the Company provide for not fewer than 9
nor more than 27 directors, with directors serving
"staggered terms"staggered terms of three years. The Board of
Directors has nominated for re-election sevenfive
incumbent directors whose terms expire in 1996. Peter Dodge,
Ruth S. Foster, Jarvis W. Newman,1997 and
two new nominees. Thomas A. Colwell, Bernard K.
Cough, Cooper F. Friend, Robert L. Gilfillan, H.
Lee Judd, and John P. Reeves, Abner L.
Sargent and Lynda Z. TysonMcCurdy have been nominated
for re-
electionre-election to three year terms. Dwight L. EatonJames C.
MacLeod has been nominated for re-election for a term of two years and Robert
C. Carter has been nominated for election for a
term of two years. 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 Robert H. Avery 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.directors:
Principal Occupation Age Year
Now and for as of First
Name past 5 Years 8/18/9 Elected
7 Directo
r
Term Expires in 1996:
Principal Occupation Age Year
First
Now and as of
Elected
Name for past 5 years 8/16/96
Director
Robert C. Carter Owner of Machias Motor 53
Nominee
Inn, Machias, Maine
Peter Dodge President and 52 1987
Insurance Agent with
Merle B. Grindle Agency
(insurance and real
estate), Blue Hill, Maine
Dwight L. Eaton Senior Vice President 61 1988
and Trust Officer of
the Bank; Vice President
of the Company since 1987
Ruth S. Foster Former State Senator 67 1986
and owner of Ruth
Foster s (retail
clothing), Ellsworth,
Maine
Jarvis W. Newman Self-employed yacht 61 1984
broker;, Southwest
Harbor, Maine
John P. Reeves Retired; formerly 62 1984
President and Chief
Executive Officer of the
Company and the Bank,
Bar Harbor, Maine
Abner L. Sargent Retired, formerly 71 1984
Vice President and
Treasurer of Sargent
Mobile Homes, and real
estate broker, Ellsworth,
Maine
Lynda Z. Tyson Chief Operating Officer 41 1993
and Marketing Director of
Tyson & Partners, Marketing
Consultants, Bar Harbor,
Maine. Formerly Chief
Executive Officer of Bar
Harbor Chamber of Commerce
Term expires in 1997
Principal Occupation Age Year
First
Now and as of
Elected
Name for past 5 years 8/16/96
Director
Thomas A. Colwell President of Colwell 52Bros., 53 1991
Bros., Inc., (lobster pounding) of
Stonington, Maine
ME
Bernard K. Cough Treasurer of Atlantic 6970 1985
Oakes, Inc., Atlantic Eyrie
and several other resort
motels, Bar Harbor, Maine
Cooper F. Friend President, Friend and 43 Nominee
Friend, Inc. a recreational
motorsports dealership.
Partner in U-Store-It and
Friend and Friend Realty
Robert L. Gilfillan Owner and President 69of West 70 1984
of WestGilfillan End Drug Co., (retail
pharmacy), Bar Harbor,
Maine
H. Lee Judd President of Hinckley 52 Nominee
Insurance Group and
Hinckley Real Estate
James C. MacLeod Retired; formerly Vice 7273 1984
President of the Bank and
the Company
John P. McCurdy Retired; formerly owner 65and 66 1984
and
operator of McCurdy Fish
Company (fish processor),
Lubec, Maine
Term expires in
1998:
Principal Occupation Age Year
First
Now and as of
Elected
Name for past 5 years 8/16/96
Director1998
Frederick F. Brown Proprietor and owner 70 1984
of F. 71 1984
T. Brown Co., (hardware
store), Mt. Desert, ME
Robert C. Carter Owner of Machias Motor Inn, 53 1996
Machias, Maine
Dwight L. Eaton Senior Vice President and 62 1988
Trust Officer of the Bank;
Vice President of the
Company since 1987
Sheldon F. President and Chief 5859 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 5455 1993
Foods Network (exporter of
a variety of food
products), Sullivan, Maine;
formerly Vice President and
Chief OperatingOperations Officer of
Jasper Wyman and Son
(blueberry processors),
Milbridge, Maine
Terms expire in
1999:
Peter Dodge President and Insurance 53 1987
Agent with Merle B. Grindle
Agency (insurance and real
estate), Blue Hill, Maine
Ruth S. Foster Former State Senator and 68 1986
owner of Ruth Foster's
(retail clothing),
Ellsworth, Maine
Jarvis W. Newman Self-employed yacht broker 62 1984
Southwest Harbor, Maine
John P. Reeves Retired; formerly President 63 1984
and Chief Executive Officer
of the Company and the
Bank, Bar Harbor, Maine
Abner L. Sargent Retired; formerly Vice 72 1984
President and Treasurer of
Sargent Mobile Homes,
Ellsworth, Maine
Lynda Z. Tyson Chief Operating Officer and 42 1993
Marketing Director of Tyson
& Son (blueberry
processors), Milbridge, MainePartners, Marketing
Consultants, Bar Harbor,
Maine. Formerly Chief
Executive Officer of Bar
Harbor Chamber of Commerce.
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 sevensix
meetings in 1995.1996. The Bylaws of the Company provide
for quarterly meetings. Each director, with the
exception of Messrs. Avery
andMr. Sargent, attended at least 75% of
the total number of meetings held by the Board of
Directors in 1995.1996.
The Board of Directors of the Bank met monthly
during 1995.1996. Each director, with the exception of
Messrs. AveryMr. Newman and Newman,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 offor each person listed.
[CAPTION]
Age Year
Principal Occupation Age as First
Now and as of First
Name for of Elected
Name Past8/18/97 Electe
past 5 Years 08/16/96 Officerd
Office
r
Robert L. Chairman of the Board of 69the 70 1984
Gilfillan the Bank and the Company since
February, 1994.1994
Sheldon F. President and Chief 58Executive 59 1984
Goldthwait, Jr. Executive 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 61Trust 62 1987
Trust 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 46 1995
of the 47 1995
Company and Bank since 1995.
Formerly Senior Vice President
of Bank since 1990
Virginia M. Treasurer and Chief 46 1990Financial 47 1991
Vendrell Financial Officer since December, 1992;
formerly Treasurer of the Bank
since December, 1989 and
Treasurer of the Company since
October, 1990;
previously Controller and
Assistant Treasurer of
the Bank.
1990.
Marsha C. Sawyer Clerk of the Company 43since 44 1986
sinceSawyer July, 1986; Clerk and Vice
President of the Bank since
1986; formerly Assistant Vice
President of the Bank.Bank
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 executiveExecutive
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. Mr. Avery served as
a member of the Executive Committee until his death. The
Executive Committee did not meet in 1995.1996.
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 current
members of the Audit Committee are Messrs. Carter,
Colwell, Dorr, Phillips, Dodge, Gilfillan and Sargent.
The Audit Committee met foursix times during 1995.1996.
The Compensation Committee has responsibility
for setting compensation for all Bank employees,
including executive officers. The current members of the Compensation
Committee arefor 1996 included Messrs. Avery,Dodge,
Gilfillan, Goldthwait, McCurdy, Dodge, Goldthwait,Phillips and
Reeves. The Compensation Committee met four times
during 1995.
1996.
Family Relationships and Other Arrangements
There are no family relationshipsrealtionships 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 associateassociates 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, Virginia M.
Vendrell and Dwight L. Eaton who are the only
executive officers for whom compensation exceeded
$100,000 in any year. Compensation for all officers
is paid by the Bank.
[CAPTION]
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Award Pay
s out
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Othe
r Restr LTI All
Annu icted Opti P Othe
Name and Salary Ince al Stock ons/ Pay r
Principal Year ($) ntiv Comp Award SARs out Comp
Position e en- s s en-
($) sati ($) (#) ($) sati
on on
($) ($)
ANNUAL COMPENSATION
Other
Name and
Annual
Principal Salary
Incentive Compensation
Position Year ($)
($) ($)
John P. 1994 135,000 17,6 0 0 0 0 4,98
Reeves 1993 $ 127,500
$ 14,385 $1995 0 28 0 0 0 0 4
Retired 1996 0 4,92 0 0 0 0 0
President and 1994 135,000
17,6292 0
Chief 0
Executive
Officer
1995 ---
4,922 ---
Sheldon F. 1994 92,000 12,0 0 0 0 0 2,38
Goldthwait, 1995 130,000 84 0 0 0 0 4
Jr. 1993 $ n/a
$1996 136,000 23,1 0 0 0 0 3,52
President and 08 2
Chief 27,4 24,6
Executive 28 47
Officer
Dwight L. 1994 92,000 12,0 0 0 0 0 2,39
Eaton 1995 94,000 84 0 0 0 0 7
Senior Vice 1996 96,000 17,6 0 0 0 0 3.43
President and 37 9
Trust Officer 19,4 36,2
60 31
Lewis H. 1994 n/a n/a Pesident and 1994 $ 92,000
$ 12,084 $ 0 Chief Executive Officer 1995 $ 130,000
$ 23,108 0 Dwight L. Eaton 1993 $0 0 n/a
$Payne 1995 n/a n/a Senior Vice President 1994 $ 92,000
$ 12,084 $ 0
and Trust officer 1995 $ 94,000
$ 17,637 0
LONG TERM COMPENSATION
AWARDS
PAYOUT
Restricted
Stock
LTIP
Awards
Options/ Payouts
Year ($)
SARs (#) ($)
John P. Reeves 1993 $ 0
0 $ 0
1994 0 0 0 19950 n/a
Executive 1996 88,619 17,6 0 0 0 Sheldon F. Goldthwait, Jr. 19930 1,75
Vice 34 2
President
Virginia M. 1994 n/a n/a 0 0 0 1994 $ 0 0 $ 0n/a
Vendrell 1995 n/a n/a 0 0 0 Dwight L. Eaton 19930 n/a
Senior Vice 1996 83,618 16,6 0 0 0 1994 $ 0 0 $ 0
1995 0
0 0
ALL OTHER COMPENSATION ($)
John P. Reeves 1993 $ 3,152
1994 $ 4,984
1995 $ 0
Sheldon F. Goldthwait, Jr. 1993 $ n/a
1994 $ 2,384
1995 $ 3,522
Dwight L. Eaton 1993 $ n/a
1994 $ 2,937
1995 $ 3,439570
President , 31
Treasurer and
Chief
Financial
Officer
Pursuant to a Deferred Compensation Agreement Mr.
Goldthwait deferred a portion of his 1995 salary.
and 1996
salary, and Mr. Payne and Ms. Vendrell deferred
portions of their 1996 salaries.
Compensation Committee
The Bank Board has appointed a six membersix-member
Compensation Committee which includes both
directors and a member of management. The
Compensation Committee meets in the fall ofseveral 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
1995,1996, 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 serves onchairs 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 EatonMs. 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 Eaton,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 of
the Chief Executive Officer has been submitted by the Compensation
Committee, including Messrs. Gilfillan, Avery,Reeves,
Dodge, McCurdy Goldthwait and Reeves.
COMPENSATION OF DIRECTORSPhillips.
Compensation of Directors
Each of the directors of the Company is a
director of the Bank and as such receives a fee of
$250$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.
BENEFIT PLANS
The Bank offers a 401(k) plan to all employees
who have completed one year of service and who have
attained the age of 21. Employees may elect to
defer from 1% to 15% of their salaries subject to a
maximum amount determined by a formula annually,
which amount was $9,240$9,500 in 1995.1996. In 1995,1996, the bank
matched employee contributions to the 401(k) plan
to the extent of 25% of the first 6% of salary for
a total of
contribution by the bankBank of $46,637.$51,979. The
Bank s 1995Bank's 1996 quarterly contribution to each
participant sparticipant's 401(k) account represented an
additional 3% of the employeesemployee's salary. The 19961997
bank match and contributioncontributions were voted at the same
level as 1995.1996. Contributions by the bank are
determined annually by thea vote of the Board of
Directors.
In 19951996 and 1994,1995, the Bank provided a
restricted stock purchase plan through which each
employee having one year of service maycould 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.
The Bank provides certain of its officers with
individual memberships in local civic organizations
and clubs. The aggregate value of these benefits
with respect to any individual officer during the
Bank's last fiscal year were well below the $5,000
disclosure threshold.
The Bank has entered into agreements with
Messrs. Avery, 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 10ten years in the
amount of $15,000 (inin the case of Messrs. Avery and Reeves)Mr. Reeves and in
the amount of $10,000 (inin the case of Messrs.
Goldthwait and Eaton).Eaton. This plan is unfunded and
benefits will be paid out of Bank earnings. As
of January 1, 1987, Mr. Avery began drawing his annual
installment of $15,000 pursuant to this deferred
compensation arrangement. Mr.
Reeves began drawing his annual installment of
$5,300.04 (reduced for early retirement) beginning
January 1, 1995.
In 1993, the Company established a non-qualifiednon-
qualified supplemental retirement plan for certain
officers. The agreements provide supplemental
retirement benefits payable in installments over
twenty years upon retirement or death to compensate
for benefits lost as a result of termination of the
Defined Benefit Plan. The Company recognizes the
costs associated with the agreements over the
service lives of the participating officers.
Accordingly, the Company
has recognized cost relative to the supplemental plan of
$368,898, and $98,273 for 1994 and 1995, respectively. The agreements are with Messrs. Reeves, Eaton,
Goldthwait, and MacDonald in the amounts of
$49,020, $22,600, $37,400 and $7,700, respectively.
Mr. Reeves began drawing his annual installment of
$49,020 beginning January 1, 1995.
Accordingly the Company has recognized cost
relative to all the supplemental plans of $379,811,
$110,177 and $117,998 for 1994, 1995, and 1996,
respectively.
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.
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 NASDAQ banks as a
group as measured by the NASDAQ Banks Stock Index
and of Union Bankshares, which is, in the opinion
of management, the only other bank holding company
with respect to which a meaningful comparison of
total shareholder return can be made. The graph
assumes a $100 investment on December 31, 19901991 in
the common stock of each of the Company, Union
Bankshares and the NASDAQ banks 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,
1990.1991.
Neither the common stock of the company nor
that of Union Bankshares is actively traded on any
market and, therefore, no market index is available
for the purpose of determining the market price of
such common stock as of any particular date. The
following graph is based upon a good faith
determination of approximate market value for each
year indicated based on information obtained from
Union Bankshares, 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.
(ThePERFORMANCE GRAPH
The following information is presented in a line
graph in the paper proxy.)
[CAPTION]printed proxy:
BANK 1990 1991 1992 1993 1994 1995 1996
Bar Harbor
Bankshares $100.00 $102.85 $109.33
$129.08 $145.5 $251.70Banking and $100. $106. $125 $141 $244. $344
Trust Company 00 31 .51 .53 73 .88
Union Trust $100. $102. $134 $142 $205. $271
Company $100.00 $102.50 $105.06
$138.33 $146.36 $211.0000 50 .95 .79 85 .24
NASDAQ Banks $100.00 $164.09 $238.84
$272.38 $271.48 $404.27$100. $145. $165 $165 $246. $325
00 55 .99 .38 32 .25
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
16, 1996,18, 1997, 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, Maine.ME 04609.
Financial statements of the Company contained
in the Company's annual report to stockholders for
the fiscal year 19951996 are not to be considered a
part of this soliciting material.
STOCKHOLDER PROPOSALS
Stockholders may submit proposals for
consideration at the 19971998 Annual Meeting, which is
presently scheduled for October 7,
1997.6, 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 May 1, 1997,1998, which is 120 days in advance of
the proposed mailing date of the 19971998 proxy
materials. Proposals should be addressed to Marsha
C. Sawyer, Clerk, Bar Harbor Bankshares, 82 Main
Street, Bar Harbor, MaineME 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.
BAR HARBOR BANKSHARES
82 Main Street
Bar Harbor, Maine 04609DIRECTORS
The undersigned hereby appoints as Proxies, each with power to John P. McCurdy, Frederick F.
Brown, Jarvis W. Newman, and Thomas A. ColwellLynda Z. Tyson as
Proxies, each with power to appoint a substitute,
and hereby authorizes them to represent and to
vote, as designated below,on the reverse side, all of the
shares of Common Stock of the Company held of
record by the undersigned as of the close of business
on August 16, 1996,18, 1997 at the Annual Meeting of
Stockholders to be held on October 1, 19967, 1997 or at
any adjournment thereof.
(To be Signedsigned on the Reverse Side)
X Please mark your votes as in this example.
For Against AbstainPLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
1. To set the number of Directors at 1719.
____ FOR ____ AGAINST ____ ABSTAIN
2. Election of Directors
Nominees:
Three Year Term:Nominees for three year terms:
Thomas A. Colwell, Bernard K. Cough,
Robert L. Gilfillan,
John P. McCurdy, Cooper F. Friend, H. Lee
Judd
Nominee for a two year term:
James C. MacLeod
____ FOR the nomineenominees listed at right Peter Dodge
Ruth S. Foster
____ WITHHOLD AUTHORITY to vote Jarvis W. Newman
For nomineefor nominees
listed at right
John P. Reeves
Abner L. Sargent
Lynda Z. Tyson
____ For all nominees, exceptedexcept as Two Year Term:
indicated: Dwight L. Eaton
Robert C. Carter
________________________________________indicated
___________________________
3. To ratify the Board of Director sDirectors' selection of
Berry, Dunn, McNeil & Parker as independent
auditors of the Company and the Bank for the
ensuing year.
For Against Abstain
____ FOR ____ _____AGAINST ____ ABSTAIN
4. Toto 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 itemItem 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 ENCLOSED ENVELOPE.
SIGNATURE: _____________________ DATE:______________________
SIGNATURE: _____________________ DATE:______________________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.