BAR HARBOR BANKSHARES
82 Main Street
Bar Harbor, Maine 04609
September 6, 1996
Dear Stockholder:
The 1996 Annual Meeting of Bar Harbor Bankshares will be
held at 11:00 a.m. on Tuesday, October 1, 1996 in the
Atlantic Oakes Conference Center, located next to the
Canadian National Ferry Terminal on Route 3 in Bar Harbor,
Maine. The Directors and Officers join me in inviting you
to attend the 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. 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
Enclosure
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
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, 1996
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, 1996 at 11:00 a.m. to consider and act
upon the following proposals:
1. To set the number of directors for the ensuing
year at 17.
2. To elect six persons to serve as directors for a
term of three years.
3. To elect two person to serve as a director for a
term of two years.
1. 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.
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, 1996 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, Maine 04609
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, OCTOBER 1, 1996
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, 1996 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.
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, the Company had outstanding
1,718,237 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, 1996 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, to the knowledge of the
Company, no person was the beneficial owner of 5% or more of
the Company's common stock.
The following table lists, as of August 16, 1996, 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 Amount and Nature of
Percent (3)
or Nominee Beneficial Ownership of
Class
Robert H. Avery(1) Direct 24,435
1.70%
Indirect 4,725
Frederick F. Brown Direct 11,970
*
Indirect 600
Robert C. Carter Direct 500
Indirect 50
Thomas A. Colwell Direct 2,700
*
Bernard K. Cough Direct 66,640
4.99%
Indirect 19,070
Peter Dodge Direct 2,130
*
Indirect 300
Dwight L. Eaton Direct 3,877
*
Ruth S. Foster Direct 1,675
*
Robert L. Gilfillan Direct 26,550
2.33%
Indirect 13,415
Sheldon F. Goldthwait, Jr. (2) Direct 8,927
*
Indirect 2,228
James C. MacLeod Direct 10,150
1.18%
Indirect 10,150
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
*
Indirect 50
John P. Reeves Direct 6,958
*
Indirect 5,585
Abner L. Sargent Direct 500
*
Indirect 3,000
Lynda Z. Tyson Direct 525
*
Indirect 75
Total Ownership of all Directors
and Executive Officers of Company
as a group (19 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%) 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 seven
incumbent directors whose terms expire in 1996. Peter Dodge,
Ruth S. Foster, Jarvis W. Newman, John P. Reeves, Abner L.
Sargent and Lynda Z. Tyson have been nominated for re-
election to three year terms. Dwight L. Eaton 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.
The following table sets forth the names, occupations,
ages and terms of service of all directors.
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 52 1991
Bros., Inc., (lobster
pounding) of Stonington,
Maine
Bernard K. Cough Treasurer of Atlantic 69 1985
Oakes, Inc., Atlantic
Eyrie and several other
resort motels, Bar
Harbor, Maine
Robert L. Gilfillan Owner and President 69 1984
of West End Drug Co.,
(retail pharmacy), Bar
Harbor, Maine
James C. MacLeod Retired; formerly Vice 72 1984
President of the Bank
and the Company
John P. McCurdy Retired; formerly owner 65 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
Director
Frederick F. Brown Proprietor and owner 70 1984
of F. T. Brown Co.,
(hardware store), Mt.
Desert, Maine
Sheldon F. President and Chief 58 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 54 1993
Foods Network (exporter of a
variety of food products),
Sullivan, Maine; formerly
Vice President and Chief
Operating Officer of Jasper
Wyman & Son (blueberry
processors), Milbridge, Maine
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 1995. The Bylaws of the Company provide for quarterly
meetings. Each director, with the exception of Messrs. Avery
and Sargent, attended at least 75% of the total number of
meetings held by the Board of Directors in 1995.
The Board of Directors of the Bank met monthly during
1995. Each director, with the exception of Messrs. Avery and
Newman, 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 of each person listed.
[CAPTION]
Year
Principal Occupation Age as First
Now and for of Elected
Name Past 5 Years 08/16/96 Officer
Robert L. Chairman of the Board of 69 1984
Gilfillan the Bank and the Company
since February 1994.
Sheldon F. President and Chief 58 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 61 1987
Trust Officer of 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 Company and Bank
since 1995. Formerly
Senior Vice President
of Bank since 1990
Virginia M. Treasurer and Chief 46 1990
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.
Marsha C. Sawyer
Clerk of the Company 43 1986
since July 1986; Clerk
and Vice President of the
Bank since 1986; formerly
Assistant Vice President
of the 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 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, Newman, and Reeves. Mr. Avery served as
a member of the Executive Committee until his death. The
Executive Committee did not meet in 1995.
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. Colwell, Dorr, Phillips, Dodge, Gilfillan,
and Sargent. The Audit Committee met four times during 1995.
The Compensation Committee has responsibility for
setting compensation for all Bank employees, including executive
officers. The current members of the Compensation Committee are
Messrs. Avery, Gilfillan, McCurdy, Dodge, Goldthwait, and
Reeves. The Compensation Committee met four times during 1995.
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
John P. Reeves, Sheldon F. Goldthwait, Jr. and Dwight L. Eaton
who are the only executive officers for whom compensation
exceeded $100,000 in any year. Compensation for all officers is
paid by the Bank.
[CAPTION]
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Other
Name and
Annual
Principal Salary
Incentive Compensation
Position Year ($)
($) ($)
John P. Reeves 1993 $ 127,500
$ 14,385 $ 0
Retired President and 1994 135,000
17,629 0
Chief Executive Officer 1995 ---
4,922 ---
Sheldon F. Goldthwait, Jr. 1993 $ n/a
$ 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 $ n/a
$ 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
1995 0
0 0
Sheldon F. Goldthwait, Jr. 1993 0
0 0
1994 $ 0
0 $ 0
1995 0
0 0
Dwight L. Eaton 1993 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 $ 3,439
Pursuant to a Deferred Compensation Agreement, Mr. Goldthwait
deferred a
portion of his 1995 salary.
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 in the fall of 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, 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 on
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, and Eaton 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, and
Eaton,
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, Dodge, McCurdy,
Goldthwait and Reeves.
COMPENSATION OF DIRECTORS
Each of the directors of the Company is a director of the
Bank and as such receives a fee of $250 for each meeting of the Bank
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 in 1995. In 1995, 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 bank of $46,637. The Bank s 1995
quarterly contribution to each participant s 401(k) account
represented an additional 3% of the employees salary. The
1996 bank match and contribution were voted at the same
level as 1995. Contributions by the bank are determined
annually by the vote of the Board of Directors.
In 1995 and 1994, the Bank provided a restricted stock
purchase plan through which each employee having one year of
service may 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 10 years in the amount of $15,000 (in the case of
Messrs. Avery and Reeves) and in the amount of $10,000 (in
the case of Messrs. Goldthwait and 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-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.
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, 1990 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.
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.
(The following information is presented in a
line graph in the paper proxy.)
[CAPTION]
BANK 1990 1991 1992 1993
1994 1995
Bar Harbor
Bankshares $100.00 $102.85 $109.33
$129.08 $145.5 $251.70
Union Trust
Company $100.00 $102.50 $105.06
$138.33 $146.36 $211.00
NASDAQ Banks $100.00 $164.09 $238.84
$272.38 $271.48 $404.27
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, 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.
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.
STOCKHOLDER PROPOSALS
Stockholders may submit proposals for consideration at the
1997 Annual Meeting, which is presently scheduled for October 7,
1997. 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, which is
120 days in advance of the proposed mailing date of the 1997
proxy materials. Proposals should be addressed to Marsha C.
Sawyer, Clerk, Bar Harbor Bankshares, 82 Main Street, Bar
Harbor, Maine 04609.
By Order of the Board of Directors
Marsha C. Sawyer, Clerk
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
BAR HARBOR BANKSHARES
82 Main Street
Bar Harbor, Maine 04609
The undersigned hereby appoints
as Proxies, each with power to John P. McCurdy, Frederick F.
Brown and
Thomas A. Colwell as Proxies, each with power to appoint a
substitute and hereby authorizes them to represent and to vote, as
designated below, all the shares of Common Stock of the Company held
of record by the undersigned as of the close of business on
August 16, 1996, at the Annual Meeting of Stockholders to be held
on October 1, 1996 or at any adjournment thereof.
(To be Signed on Reverse Side)
X Please mark your votes as in this example.
For Against Abstain
1. To set the number of Directors at 17 ____ ____ ____
2. Election of Directors Nominees:
Three Year Term:
____ FOR the nominee listed at right Peter Dodge
Ruth S. Foster
____ WITHHOLD AUTHORITY to vote Jarvis W. Newman
For nominee listed at right John P. Reeves
Abner L. Sargent
Lynda Z. Tyson
____ For all nominees excepted as Two Year Term:
indicated: Dwight L. Eaton
Robert C. Carter
________________________________________
3. To ratify the Board of Director s 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 ENCLOSED ENVELOPE.
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.