===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
______________________________
Date of Report (Date of earliest event reported): March 27, 2000
MID-COAST BANCORP, INC.
(Exact name of registrant as specified in charter)
Delaware 000-18096 01-0454232
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1768 Atlantic Highway, P.O. Box 589, Waldoboro, ME 04572
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (207) 832-7521
Not applicable
(Former name or former address, if changed since last report)
===========================================================================
Item 5. Other Events.
On March 27, 2000, Mid-Coast Bancorp, Inc. ("Mid-Coast") entered into
an Agreement and Plan of Merger (the "Merger Agreement") with Union
Bankshares Company ("Union Bankshares"), which provides for a merger of Mid-
Coast with and into Union Bankshares (the "Proposed Merger"). The Proposed
Merger is conditioned upon, among other things, approval by the shareholders
of each of Union Bankshares and Mid-Coast and the receipt of certain
regulatory approvals. In connection with the Proposed Merger, each
outstanding share of common stock of Mid-Coast, except for shares held by
persons exercising statutory appraisal rights, will be converted into the
right to receive $15.875 in cash, upon the terms and conditions set forth in
the Merger Agreement. Pursuant to the Merger Agreement, The Waldoboro Bank,
F.S.B., a wholly owned subsidiary of Mid-Coast, will be merged with and into
Union Trust Company, a wholly owned subsidiary of Union Bankshares,
simultaneously with or immediately subsequent to the consummation of the
Proposed Merger.
In connection with the Merger Agreement, Union Bankshares and Mid-
Coast have also entered into an Option Agreement, dated March 27, 2000 (the
"Option Agreement"). Pursuant to the Option Agreement, among other things,
Mid-Coast has granted to Union Bankshares an option to purchase, under
certain circumstances, up to 19.9% of the outstanding shares of Mid-Coast
common stock at a price of $6.00 per share, upon the terms and conditions
set forth in the Option Agreement.
Information contained in the exhibits to this current report on Form
8-K may contain statements which are forward-looking in nature, such as
references to strategic plans and expectations. These forward-looking
statements are inherently uncertain, and actual results may differ from Mid-
Coast's expectations. Risk factors that could impact current and future
performance could include but are not limited to: failure to realize or
realize fully within the expected time frame anticipated benefits from the
Proposed Merger; difficult or costly integration of the businesses; adverse
changes in the economy of Mid-Coast's primary market; and changing
requirements of federal and state bank regulatory agencies that could
materially impact future operations of Mid-Coast.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
The following exhibits are filed as part of this report:
Exhibit No. Description
2.1 Agreement and Plan of Merger dated March 27, 2000 by and
between Union Bankshares Company and Mid-Coast Bancorp, Inc.
(Incorporated by reference to Exhibit 2.1 to Union Bankshares
Company's Current Report on Form 8-K filed March 31, 2000).
10.1 Option Agreement dated March 27, 2000 between Union Bankshares
Company and Mid-Coast Bancorp, Inc. (Incorporated by
reference to Exhibit 10.1 to Union Bankshares Company's
Current Report on Form 8-K filed March 31, 2000).
99.1 Press Release issued March 28, 2000. (Incorporated by
reference to Exhibit 99.1 to Union Bankshares Company's
Current Report on Form 8-K filed March 31, 2000).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MID-COAST BANCORP, INC.
By: /s/ Wesley E. Richardson
------------------------------------
Wesley E. Richardson,
President and Chief Executive
Officer
Date: April 3, 2000