SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MID-COAST BANCORP, INC.
- ---------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other 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 was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date Filed:
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MID-COAST BANCORP, INC.
1768 Atlantic Highway, Box 589
Waldoboro, Maine 04572
Telephone (207) 832-7521
Notice of Annual Meeting of Shareholders to be held July 28, 1999
NOTICE IS HEREBY GIVEN to the shareholders of Mid-Coast Bancorp, Inc.
("Bancorp" or the "Holding Company") that the Annual Meeting of Shareholders
will be held at 3:00 p.m. on the 28th day of July, 1999 at the Samoset
Resort, Rockport, Maine, for the following purposes:
1. To vote upon the election of three directors for a three-year term;
2. To ratify the appointment of Baker Newman & Noyes, Limited Liability
Company, as Independent Auditors to Bancorp for the fiscal year ending
March 31, 2000; and
3. To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.
The date fixed by the Board of Directors as the record date for
determining shareholders entitled to notice of and to vote at the Annual
Meeting is the close of business on June 1, 1999.
By Order of the Board of Directors,
/s/ Robert E. Carter, Jr.
ROBERT E. CARTER, JR.
Senior Vice President
Chief Operations Officer
June 18, 1999
Waldoboro, Maine
THE BOARD OF DIRECTORS URGES YOU TO SIGN, DATE AND RETURN YOUR PROXY CARD AS
SOON AS POSSIBLE, EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING.
YOU MAY REVOKE YOUR PROXY BY WRITTEN INSTRUMENT AT ANY TIME PRIOR TO THE
VOTE AT THE ANNUAL MEETING.
MID-COAST BANCORP, INC.
1768 Atlantic Highway, Box 589
Waldoboro, Maine 04572
Telephone: (207) 832-7521
PROXY STATEMENT
GENERAL STATEMENT
We have sent you this Proxy Statement in connection with the
solicitation of proxies by the Board of Directors of the Holding Company for
use at the Annual Meeting of Shareholders to be held July 28, 1999, and at
any adjournment(s) or postponements thereof (the "Meeting"). The Meeting
will be held at 3:00 p.m. at the Samoset Resort, Rockport, Maine. The
approximate date of mailing of this Proxy Statement is June 18, 1999.
RECORD DATE; VOTE REQUIRED FOR APPROVAL; SHAREHOLDER PROPOSAL
All persons who were shareholders of Bancorp at the close of business
on June 1, 1999 (the "Record Date") will be entitled to cast votes at the
Meeting. You may vote your shares by proxy or in person. As of the Record
Date, Bancorp had 715,482 shares of common stock, $1.00 par value
outstanding. You are entitled to one vote at the meeting for each share of
common stock you own as of the record date.
Holders of one-third of the outstanding shares of common stock
entitled to vote, represented in person or by proxy, will constitute a
quorum for purposes of transacting business at the Meeting. All matters to
be voted on must be approved by the holders of a majority of the votes cast
in person or by proxy at the meeting. Abstentions, votes withheld from
nominees for directors and broker non-votes will be counted for purposes of
determining whether a quorum is present at the Meeting for purposes of
transacting business. With respect to matters to be voted on at the Meeting,
in determining whether the requisite number of holders have approved any
such matter, abstentions, as well as votes for and against the matter, but
not broker non-votes, will be included in the denominator or base against
which the number of favorable votes will be measured.
To vote by proxy, you must complete, sign and return the enclosed
proxy card. If you properly complete your proxy card and send it to us in
time to vote, your "proxy" (one of the individuals named on your proxy card)
will vote your shares as you have directed. If you sign the proxy card but
do not make specific choices, your proxy will vote your shares FOR each of
the proposals identified in the Notice of the Annual Meeting.
If any other matter is presented, your proxy will vote the shares
represented by all properly executed proxies on such matters as a majority
of the Board of Directors determines. As of the date of this Proxy
Statement, we know of no matters that may be presented at the Meeting, other
than those listed in the Notice of the Annual Meeting.
You may revoke your proxy at any time before it is exercised by
delivering to the Vice President of the Holding Company (Robert E. Carter,
Jr., Mid-Coast Bancorp, Inc., 1768 Atlantic Highway, Box 589, Waldoboro,
Maine 04572) written instructions revoking it. A duly executed proxy bearing
a later date will be sufficient to revoke an earlier proxy. A proxy executed
by a shareholder who attends the Meeting will be revoked only if the
shareholder delivers written instructions to that effect to the Secretary
prior to the beginning of the voting.
In addition to the solicitation of proxies through the mail, proxies
may be solicited by officers, directors and regular employees of the Holding
Company personally, by telephone or by further correspondence. The cost of
soliciting proxies from shareholders will be borne by the Holding Company.
A shareholder who wishes to present a proposal for action at the next
Annual Meeting of Shareholders of the Holding Company must submit a written
proposal to the Secretary of the Holding Company at its office, 1768
Atlantic Highway, Box 589, Waldoboro, Maine 04572 on or before February 18,
2000. If such proposal is in compliance with all of the requirements of Rule
14a-8 of the Securities Exchange Act of 1934 (the "Exchange Act"), it will
be included in the proxy statement and set forth on the form of proxy issued
for the next Annual Meeting of Shareholders. It is urged that any such
proposals be sent by certified mail, return receipt requested.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
To the knowledge of management of Bancorp, the following shareholders
beneficially owned, directly or indirectly, more than 5% of Bancorp's common
stock as of May 14, 1999.
Amount and Nature Percent
Name and Address of Beneficial Owner of Beneficial Ownership of Class
- ------------------------------------ ----------------------- --------
Wesley E. Richardson 37,200(1) 5.03%
893 North Pond Road
Warren, Maine 04864
<F1> Includes 1,185 shares of common stock subject to options granted to
Mr. Richardson, all of which are immediately exercisable. Also
includes 7,200 shares granted under the Recognition and Retention
Plan of Mid-Coast Bancorp, Inc.
The following table sets forth the amount and percentage of Bancorp's
common stock beneficially owned, directly or indirectly, by directors and
executive officers of the Holding Company individually, and by directors and
executive officers of the Holding Company as a group as of May 14, 1999.
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME OWNERSHIP(1)(2) OF CLASS
---- --------------- --------
Robert E. Carter, Jr. 7,335(3) 0.95%
Samuel Cohen 28,123(4) 3.93%
Sharon E. Crowe 6,144(5) 0.61%
Ronald E. Dolloff 9,066(6) 1.27%
Lincoln O. Orff 26,006(7) 3.63%
Wesley E. Richardson 37,200(8) 5.03%
George Seaver 820 0.11%
Robert W. Spear 17,484(9) 2.34%
Peter Van Alstine 1,020 0.14%
Waite Weston 16,385(10) 2.29%
Total owned by directors
and executive officers as
a group (10 persons) 149,583 20.31%
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<F1> All shares are held individually unless otherwise indicated.
<F2> Includes restricted stock awards of 900 shares of Common Stock made to
the outside directors (except, Directors George Seaver and Peter Van
Alstine) under the Recognition and Retention Plan of Mid-Coast
Bancorp, Inc. ("RRP"). Under the RRP, Messrs. Richardson and Carter
were also granted restricted stock awards of 7,200 and 4,200 shares of
common stock, respectively. Each recipient of a restricted stock award
has sole voting, but no investment power, over the shares of common
stock covered by the award. The restricted stock awards vest in 20%
increments on an annual basis, with the first installment vesting on
April 1, 1998. Directors Van Alstine and Seaver were awarded 720
shares each. Their restricted stock awards vest in 20% increments on
an annual basis with the first installment vesting on April 1, 1999.
<F3> Includes 978 shares held individually by spouse, for which Mr. Carter
disclaims beneficial ownership, 789 shares held by his son, 504 shares
held by another son, over which Mr. Carter exercises voting and
investment control, and 537 stock options which are exercisable within
60 days.
<F4> Includes 26,103 shares held jointly with spouse.
<F5> Includes 1,779 options which are exercisable within 60 days.
<F6> Includes 7,566 shares held jointly with spouse.
<F7> Includes 24,009 shares held jointly with spouse.
<F8> Includes 7,956 shares held jointly with spouse, 3,612 shares held
individually by spouse, for which Mr. Richardson disclaims beneficial
ownership, and 1,185 stock options which are immediately exercisable.
<F9> Includes 6,195 shares held jointly with spouse, 768 shares held
individually by spouse and 735 stock options which are exercisable
within 60 days.
<F10> Includes 13,034 shares held jointly with spouse.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Board of Directors has nominated three persons for election as
directors at the Meeting. All of the nominees currently serve on the
Holding Company's Board of Directors. If you elect the nominees, they will
hold office until the Meeting in 2002, or until their successors have been
elected. There are no arrangements or understandings between any nominee or
director and any other person pursuant to which any such person was or is
selected as a director or nominee.
Nominees for Three-Year Term Expiring 2002
Director
Age Since Position
--- -------- --------
Samuel Cohen 58 1990 Director
Ronald Dolloff 62 1988 Director
Lincoln O. Orff 67 1990 Director
SAMUEL COHEN is an attorney in Waldoboro. He is currently a member of the
American Legion, the Masons, the Lincoln County Bar Association and the
Maine Trial Lawyers Association. Mr. Cohen is also a member of the Maine and
Massachusetts Bars.
RONALD E. DOLLOFF has been employed in education since 1956 and is a retired
member of the Maine and National Secondary Principals Associations. Mr.
Dolloff is a former selectman, assessor and acting Town Manager of Waldoboro
and currently serves as treasurer, organist and minister of the Waldoboro
United Methodist Church.
LINCOLN O. ORFF is a real estate broker in Jefferson, Maine. He is a Past
Master of the Riverside Lodge, Past Patron of the Eastern Star and the
former owner of the Tilton Agency, an insurance agency located in Jefferson,
Maine. He served 34 years as First Selectman of Jefferson and he also serves
as the secretary of The Windsor Agricultural Fair.
While management has no reason to believe that the nominee for the office of
director will, prior to the date of the meeting, refuse or become unable to
accept the nomination, if such nominee should refuse or become unable to
accept, it is the intention of the persons named in the proxy to vote for
such other person or persons for office of director as management may
recommend.
CONTINUING DIRECTORS
Director Term
Name Since* Expires Age
- ---- -------- ------- ---
Sharon E. Crowe 1994 2000 44
Wesley E. Richardson 1989 2001 56
George Seaver 1998 2001 50
Robert W. Spear 1976 2000 58
Peter Van Alstine 1998 2001 54
Waite W. Weston 1967 2000 58
<F*> Includes service as director of the Bank prior to the formation of the
Holding Company.
SHARON E. CROWE, is a communications specialist currently employed by
Sebasticook Valley Hospital.
Ms. Crowe serves on the Board of Directors for the United Way of Mid-Maine,
is a former member and past president of Rockland Rotary Club and is a
Rotary International Paul Harris Fellow. She is also an alumnus of the
Leadership Maine Program.
WESLEY E. RICHARDSON has been President, Chief Executive Officer and
Treasurer of the Bank since 1985. He is a former Vice President of
Tanglewood, a 4H camp, a former trustee of Northeast Healthcare and a member
of the Rockland Rotary.
GEORGE SEAVER since 1992 has been Vice President and part owner of Ocean
Organics Corporation, a company providing specialty organic fertilizers for
golf courses. In addition, Mr. Seaver manages Waldoboro Environmental Park,
a small business park, is a former treasurer of the Maine Seaweed Council,
serves on the Board of Directors of the Dutch Neck Cemetery Association and
is a member of the Waldo Theatre Board of Directors. He is a former member
of the Maine School Administrative District 40 school Board of Directors.
ROBERT W. SPEAR, Vice Chairman of the Board, owns and operates Spear Farm,
Inc., a 450 acre dairy and crop operation. Mr. Spear served 16 years on the
Board of Selectmen for the Town of Nobleboro, Maine, and 18 years as a State
Representative for District 59 in the Maine House of Representatives. Mr.
Spear currently serves as the State of Maine Commissioner of Agriculture.
PETER VAN ALSTINE, in 1978, founded and remains principal of Peter Van
Alstine Insurance and Financial Services providing a variety of Insurance
and financial services to individuals and businesses. Mr. Van Alstine is a
trustee and treasurer of Northeast Health.
WAITE W. WESTON, the Chairman of the Board, owns and operates Weston's
Hardware, a family business that has been in existence since 1921.
The Board of Directors and Its Committees
As required by Section 14 of Article II of the Holding Company's
bylaws, only persons who are nominated in accordance with the procedures set
forth in section 14 shall be eligible for election as directors. No
nominations for directors (except those made by or at the direction of the
board of directors) shall be voted upon at the Meeting unless shareholders
submit in writing and deliver such nominations to the principal executive
offices of the Holding Company not less than 30 nor more than 90 days prior
to the date of the Meeting. In the event that less than 40 days prior notice
or public disclosure of the date of the Meeting is given to shareholders,
written nominations by shareholders must be delivered to the principal
executive offices no later than the close of business on the tenth day
following the day on which notice of the annual meeting was given.
During the Holding Company's fiscal year ended March 31, 1999, the
Board of Directors held 11 regular meetings. The directors of the Holding
Company do not receive any fees from the Holding Company for attendance at
these meetings.
The Chairman and Vice Chairman of the Board of Directors of the Bank
receive annual retainers of $2,000 and $1,000, respectively. Directors of
the Bank receive $250 for each board meeting attended, and $50 for each
committee meeting attended. Committee appointments are made yearly in August
of the given fiscal year. The Bank's Board of Directors met 13 times and
during the fiscal year ended March 31, 1999; each director attended at least
75% of the aggregate number of meetings of the Board of Directors and all
committees of which such director was a member.
The Bank has an Executive Committee which consists of Messrs. Spear,
Weston, Dolloff, Cohen and Richardson. The Executive Committee, when the
Board of Directors is not in session, may exercise certain powers of the
Board of Directors. During the fiscal year, the Executive Committee met 19
times.
The Holding Company's Audit Committee consists of Messrs. Weston,
Spear, Van Alstine and Orff. The audit committee ensures that internal
controls are adequate and that financial disclosures made by management
portray the Holding Company's and the Bank's financial condition and results
of operations. The committee also maintains contact with, and nominates, the
independent auditor. During the fiscal year, the Audit Committee met five
times.
Finally, the Bank has a Compensation Committee, which is responsible
for establishing guidelines for management and employee compensation. The
Compensation Committee met 11 times during the fiscal year ended March 31,
1999. The Compensation Committee consists of Ms. Crowe and Messrs. Orff,
Dolloff and Richardson. Mr. Richardson abstains from voting on all matters
relating to his compensation.
Executive Officers Who Are Not Directors
ROBERT E. CARTER, JR., 48, has been Senior Vice President and Chief
Operations Officer since 1999; prior to that Mr. Carter served as Vice
President of the Bank and Vice President of the Holding Company since its
incorporation. Mr. Carter is a director of Mid-Coast Children's Services, a
pre-school agency for children with special needs, President of Knox
Suburban Little League, and chairman of a local scholarship committee.
Executive Compensation
During the fiscal year ended March 31, 1999, the Holding Company did
not pay any compensation to its officers and directors.
The following table provides certain summary information concerning
compensation paid or accrued by the Bank to or on behalf of the Holding
Company's President, Treasurer and Chief Executive Officer for the last
three fiscal years ended March 31, 1999.
Annual Compensation Long Term Compensation
-------------------------------------------- --------------------------------------------------------
Awards Payouts
-------------------------- -------
Other Restricted Securities
Name and Annual Stock Underlying LTIP All Other
Principal Position Year Salary Bonus Compensation(1) Award(2) Options/SARs Payouts Compensation(3)
------------------ ---- ------ ----- --------------- ---------- ------------ ------- ---------------
Wesley E. Richardson 1999 $86,991 $5,109 $3,600 ------ ------ ------ $3,456
President, Treasurer 1998 $86,991 $6,531 $3,600 $46,800 ------ ------ $2,195
and CEO 1997 $82,067 ----- $3,600 ------ ------ ------ $2,637
<F1> Includes an annual mileage allowance for Mr. Richardson.
<F2> Pursuant to the RRP, Mr. Richardson was awarded 7,200 shares of
restricted stock, as of July 16, 1997, which vest in 20% increments on
an annual basis, with the first installment vesting on April 1, 1998.
The dollar amounts shown in the table of 1998 are based the closing
price of a share of common stock on July 16, 1997, which was $6.50.
The aggregate fair market value of the restricted stock awards made to
Mr. Richardson was $59,832 at March 31, 1999, based on a closing price
of $8.31 per share. Dividends attributable to such shares are paid to
individuals on the payment date for such dividends.
<F3> Includes amounts paid on behalf of Mr. Richardson for group life
insurance and medical coverage and any matching contributions made to
the 401(k) plan on his behalf.
Compliance with Section 16(a) of the Exchange Act
Section 16 of the Exchange Act requires the Holding Company's
executive officers and directors, and any person owning more than ten
percent (10%) of a class of the Holding Company's stock, to file certain
reports of ownership and changes in ownership with the Securities and
Exchange Commission ( "SEC").
Director Waite Weston failed to file a Form 4 in a timely manner
reporting the purchase of 2,000 shares of common stock. The transaction has
been reported on Form 5, and Director Weston is now current in his Section
16(a) filings.
Director Samuel Cohen failed to file a Form 5 in a timely manner
reporting the purchase of 1,120 shares of common stock. The Form 5 was
filed late and Mr. Cohen is now current in his Section 16(a) filings.
Based solely upon a review of the reports filed with the SEC and
furnished to the Holding Company, as well as information furnished to the
Holding Company by various reporting persons, the Holding Company believes
that all other Section 16(a) filing requirements were complied with.
Employment Agreement
The Bank and the Holding Company entered into an employment agreement
with Wesley E. Richardson as President of the Bank and the Holding Company.
The employment agreement will expire on May 17, 2001. The base salary
payable to Mr. Richardson under the employment agreement for fiscal year
1999 was $86,991. The employment agreement also provides for participation
in discretionary bonuses, stock option, retirement and other benefit plans.
In addition, the employment agreement provides for a severance payment
equal to 2.99 times the average annual compensation paid to Mr. Richardson
and includable in his gross income, for federal income tax purposes, during
the five calendar years preceding the taxable year in which the date of
termination occurs in the event of termination of employment by Mr.
Richardson for "good reason" following a change in control of the Holding
Company or the Bank. "Good reason" includes a breach by either the Holding
Company or the Bank of the agreement and, subsequent to a change in control
of the Holding Company or the Bank, the assignment of Mr. Richardson to
duties inconsistent with those performed immediately prior to the change in
control, a change in Mr. Richardson's reporting responsibilities, title of
office, a reduction in annual salary or failure of the Bank or the Holding
Company to continue for him any bonus, benefit or compensation plan. The
term "change in control" as defined in the agreement includes, but is not
limited to, the following: (1) the acquisition of beneficial ownership by
certain individuals of 25% or more of the combined voting power of the
Holding Company's or the Bank's then outstanding securities; or (2) during
any period of two consecutive years, a change in the majority of the Board
of Directors of the Holding Company or the Bank for any reason unless the
election of each new director was approved by at least two-thirds of the
directors then still in office who were directors at the beginning of the
period.
If Mr. Richardson terminates his employment for good reason following
a change in control, such severance payments will be paid in a lump sum on
or before the fifth day following the date of termination. However, if the
severance payment would be deemed to constitute an "excess parachute
payment" under Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"), the severance payment will be reduced to the extent necessary
to ensure that no portion of the severance payment is subject to the excise
tax imposed by Section 4999 of the Code.
If Mr. Richardson terminates his employment at any time for breach of
contract by the Bank or the Holding Company, which termination is not
preceded by a change of control, or the Bank or the Holding Company
terminates his employment, during the contract period, for other than just
cause, he will receive periodic severance payments over a period not to
exceed two years in the amount equal to his current salary in effect at the
date of termination times the lesser of the number of years (including
partial years) remaining in the term of his employment agreement or 2.99.
The agreement with Mr. Richardson, to the extent that it increases the
cost of any acquisition of control of the Holding Company, could be deemed
to have an anti-takeover effect. Assuming that Mr. Richardson continues to
earn his current base salary, his maximum severance payments upon a change
in control will approximate $260,103. As a result, the agreement may tend to
perpetuate existing management by discouraging takeover attempts which may
be deemed by certain shareholders to be in their best interest and which
might be at prices in excess of the then current market value of the common
stock.
Certain Transactions and Relationships with Management and Others
The Bank has extended real estate or consumer loans to certain of its
directors, officers and employees. These loans are made in the ordinary
course of business on substantially the same terms, including interest rates
and collateral, as those prevailing at the time of comparable transactions
with other persons and, in the judgement of management, do not involve more
than the normal risk of noncollectibility or other unfavorable features. In
this regard, extension of credit to executive officers and directors is in
full compliance with Section 22(h) of the Federal Reserve Act.
Pension Plan
The Bank maintains a qualified, noncontributory, defined benefit
pension plan (the "Pension Plan") for the benefit of its employees. The
Pension Plan is administered by Pentegra. All employees participate in the
Pension Plan upon the attainment of age 21 and the completion of one year of
service. Retirement benefits are fully vested after five years of service or
age 65. There are no deductions for Social Security or other offset amounts
under the Pension Plan.
Beginning July 1, 1991, the Pension Plan changed to an integrated plan
with Social Security. The current plan uses the year of birth of a
participant employee as an additional factor in calculating the retirement
benefit, along with the highest five consecutive years' average salary, and
the number of years of benefit service.
The Pension Plan provides an early retirement allowance for
participants who commence benefits prior to age 65 after becoming partially
or fully vested. The vested accrued benefit otherwise payable at age 65 is
reduced by applying an early retirement factor based on the participants age
and vesting service when payments begin. Provisions in the Pension Plan,
allows for benefits to be delayed after age 65.
The Pension Plan is qualified under Section 401(a) of the Code and is
being administered in accordance with all applicable legal requirements.
The Bank makes contributions in an amount sufficient to fund the
Pension Plan's normal cost of pension benefits and the one-year term cost of
death and disability benefits and to amortize unfunded accrued liabilities
to the extent required by law.
The following table illustrates annual pension benefits for a
participant retiring in 1999 at age 65, for various levels of compensation
and years of service.
ANNUAL PENSION BENEFITS BASED ON YEAR OF SERVICE
Average
Compensation 15 Years 20 Years 30 Years 40 Years
- ------------ -------- -------- -------- --------
$ 20,000 $ 3,000 $ 4,000 $ 6,000 $ 8,000
40,000 6,565 8,706 13,059 17,412
60,000 11,165 14,706 22,059 29,412
80,000 15,765 20,706 31,059 41,412
100,000 20,365 26,706 40,059 53,412
Estimated annual retirement benefits under the Bank's pension plan at
the normal retirement date computed upon the basis of present salary level
would be $24,860 for Mr. Richardson. Mr. Richardson presently has 15 years
of service for purposes of the Pension Plan.
Stock Option Plan
The Holding Company has in effect an Option Plan, under which an
amount equal to 10% of the common stock of the Holding Company is reserved
from the authorized but unissued common stock of the Holding Company for
future issuance upon exercise of stock options granted to certain key
employees and to directors of the Holding Company and the Bank from time to
time. The purpose of the Option Plan is to encourage the retention of such
key employees and directors by facilitating their purchase of a stock
interest in the Holding Company. The Option Plan is intended to provide for
the granting of "incentive stock options" under Section 422A of the Code to
employees and non-incentive stock options to directors who are not employees
of the Holding Company or the Bank.
The Option Plan is administered by the Option Committee of the Holding
Company's Board of Directors. The Committee selects the employees from the
Bank and the Holding Company to whom options are to be granted and the
number of shares to be granted.
The following table provides information with respect to the named
executive officers concerning the exercise of options during the last fiscal
year and unexercised options held as of end of last year:
1999 FISCAL YEAR END OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired FY-End(#) FY-End
On Value/ Exercisable/ Exercisable/
Name Exercise(#) Realized Unexercisable Unexercisable
---- ----------- -------- ------------- -------------
Wesley E. Richardson ------ ------- 1,185/0(1) $9,847/0(2)
- --------------------
<F1> All of Mr. Richardson's stock options are immediately exercisable.
<F2> Based upon a market price of $8.31 at March 31, 1999, minus the
exercise price.
Recognition and Retention Plan
The RRP was adopted by the Board of Directors of the Holding Company
and approved by its shareholders at the 1997 Annual Meeting. Similar to the
Option Plan, the RRP functions as a long-term incentive compensation program
for eligible officers, employees and outside directors of the Holding
Company. The RRP is administered by the members of the Board's
Compensation Committee who are disinterested directors ("Compensation
Committee"). All costs and expenses of administering the RRP are paid by
the Holding Company.
As required by the terms of the RRP, the Holding Company has
established a trust ("Trust") with Merrill Merchants Bank and has
contributed to the Trust, funds sufficient to purchase 27,621 shares of
Common Stock, the maximum number of restricted stock awards ("Restricted
Stock Awards") that may be granted under the RRP. Shares of Common Stock
subject to a Restricted Stock Award are held in the Trust until the Award
vests at which time the shares of Common Stock attributable to the portion
of the Award that have vested are distributed to the Award holder. An Award
recipient is entitled to exercise voting rights and receive cash dividends
with respect to the shares of Common Stock subject to his Award, whether or
not the underlying shares have been vested. Restricted Stock Awards are
granted under the RRP on a discretionary basis to eligible officers and
executives selected by the Compensation Committee and are awarded to outside
directors pursuant to the terms of the RRP.
PROPOSAL 2 - RATIFICATION OF BAKER NEWMAN & NOYES, LIMITIED LIABILITY
COMPANY, AS INDEPENDENT AUDITORS
Article VII of the Holding Company's bylaws provides that the Holding
Company shall be subject to an annual audit as of the end of its fiscal year
by independent public accountants appointed by and responsible to the Board
of Directors. The Board of Directors has appointed the accounting firm of
Baker Newman & Noyes, Limited Liability Company, to act as independent
auditors for the Holding Company for the fiscal year ending March 31, 2000
and recommends a vote FOR the ratification of such appointment.
A representative of Baker Newman & Noyes, Limited Liability Company,
will be present at the Meeting. The representative will have an opportunity
to make a statement, if so desired, and will be available to answer
appropriate questions.
ANNUAL REPORT AND FINANCIAL STATEMENTS
A copy of the Holding Company's Annual Report to Shareholders for the
year ended March 31, 1999 was mailed to shareholders in conjunction with the
mailing of the Proxy Statement. Additional copies of the Holding Company's
Annual Report to Shareholders may be obtained by written request to the Vice
President of the Holding Company at the address indicated below.
UPON RECEIPT OF A WRITTEN REQUEST OF ANY PERSON WHO, ON THE RECORD DATE, WAS
RECORDED OWNER OF THE HOLDING COMPANY'S COMMON STOCK OR WHO REPRESENTS IN
GOOD FAITH THAT HE OR SHE WAS ON SUCH DATE THE BENEFICIAL OWNER OF SUCH
STOCK ENTITLED TO VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS, THE HOLDING
COMPANY WILL FURNISH TO SUCH PERSONS, WITHOUT CHARGE, A COPY OF ITS ANNUAL
REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED MARCH 31, 1999, AND THE
EXHIBITS THERETO REQUIRED TO BE FILED WITH THE SEC UNDER THE EXCHANGE ACT.
ANY SUCH REQUEST SHOULD BE MADE IN WRITING TO ROBERT E. CARTER, JR., MID-
COAST BANCORP, INC., 1768 ATLANTIC HIGHWAY, BOX 589, WALDOBORO, MAINE 04572.
THE FORM 10-KSB IS NOT PART OF THE PROXY SOLICITATION MATERIALS.
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
MID-COAST BANCORP, INC.
UNDERSIGNED Shareholder(s) of MID-COAST BANCORP, INC. (the
"Corporation"), 1768 Atlantic Highway, Waldoboro, Maine 04572, hereby
appoint(s) Waite Weston and Robert Spear as their designees, with full
powers of substitution, proxies of the undersigned to cast all votes which
the undersigned would be entitled to vote at the Annual Meeting of the
Shareholders of the Corporation to be held at 3:00 p.m. on July 28, 1999 at
the Samoset Resort, Rockport, Maine, and all adjournments or postponements
thereof, with all powers the undersigned would possess if personally
present, and particularly (without limiting the generality of the foregoing)
to vote and act.
1. Election of the following Directors for a three year term:
Samuel Cohen Ronald E. Dolloff Lincoln O. Orff
FOR nominees WITHHOLD AUTHORITY
listed above to vote for nominees listed above
[ ] [ ]
Instructions: To withhold authority to vote for any individual
nominee, write the nominee's name on the line provided.
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2. Proposal to ratify the appointment of Baker Newman & Noyes as the
Corporation's independent certified public accountants for fiscal year
2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
NOTE: THE CORPORATION KNOWS OF NO OTHER BUSINESS TO COME BEFORE THE MEETING.
The Proxy Holders intend to vote FOR the Directors and proposals
listed herein unless marked to the contrary. If any other business should
come before the meeting, this Proxy will be voted in accordance with the
best judgment of the Proxy Holders. This Proxy will be used only at the July
28, 1999 Annual Meeting or any adjournment(s) or postponements thereof.
Undersigned hereby acknowledge(s) receipt of the Notice of Annual
Meeting of Shareholders and accompanying Proxy Statement dated June 18, 1999
prior to signing this Proxy.
The Board of Directors recommends a vote FOR all matters to be voted.
Please sign, date and return today in the envelope provided. PLEASE SIGN
EXACTLY AS SHOWN ON THIS PROXY. ONLY ONE SIGNATURE IS NEEDED FOR JOINT
OWNERSHIP.
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Signature
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Signature
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Date
[ ] I (We) plan to attend the annual
meeting.