- Current report filing (8-K)
11 Dezember 2008 - 6:57PM
Edgar (US Regulatory)
UNITED STATES
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):
December 11, 2008
Commission File No. 841105-D
BAR HARBOR BANKSHARES
(Exact name of registrant as specified in its charter)
Maine
|
01-0393663
|
(State
or other jurisdiction of
incorporation or organization)
|
(I.R.S.
Employer
Identification No.)
|
|
|
PO
Box 400
|
|
82 Main Street, Bar Harbor, ME
|
04609-0400
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(207) 288-3314
(Registrant's telephone number, including area code)
Inapplicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (
see
General Instruction A.2. below):
___ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry Into a Material Definitive Agreement
On December 5, 2008, Bar Harbor Bank & Trust (the
"Bank"), the wholly owned banking subsidiary of the registrant, Bar Harbor
Bankshares (the "Company"), entered into a definitive Credit Card Account
Purchase Agreement (the "Agreement") with U.S. Bank National Association, D/B/A
Elan Financial Services ("Elan"). Under the terms of the Agreement, the Bank
agreed to sell and transfer and Elan agreed to purchase and assume all of the Banks
individual and business revolving credit card line accounts as of November 30, 2008. The
cash consideration provided to the Bank with respect to the sale is equivalent to
approximately $2,070,118, which preliminarily represents 100% of the principal balances of
the accounts sold as of November 30, 2008, plus a premium of 8% on such balances or
approximately $165,609.
Company management believes that any loss of the credit card
portfolios contribution to the Companys profitability going forward is not
material and will be largely offset by income from certain credit card revenue-sharing and
joint marketing arrangements entered into with Elan in connection with the Agreement.
Company management does not expect the sale to result in a significant change in net
income from ongoing operations in the near term. Company management anticipates the
Companys longer-term profitability may be favorably impacted if Elan is able to
increase credit card penetration usage, although no assurance can be provided in that
regard.
The Bank was advised by Morgan Keegan & Co. on this transaction.
Forward-Looking and Cautionary Statements
This Current Report on Form 8-K contains certain forward-looking
statements with respect to the financial condition, results of operations and business of
the Company for which the Company claims the protection of the safe harbor provided by the
Private Securities Litigation Reform Act of 1995. You can identify these forward-looking
statements by the use of words like "strategy," "anticipates"
"expects," "plans," "believes," "will,"
"estimates," "intends," "projects," "goals,"
"targets," and other words of similar meaning. You can also identify them by the
fact that they do not relate strictly to historical or current facts. Forward-looking
statements include, but are not limited to, those made in connection with
managements expectations with respect to the short term and long term impact on the
Companys profitability resulting from the transactions contemplated under the Elan
Agreement, which are subject to change based on the impact of various factors that could
cause actual results to differ materially from those projected or suggested due to certain
risks and uncertainties. These risks and uncertainties include, but are not limited to,
the inability of Elan and the Company to generate increased credit card usage and
penetration within the Banks customer base and market, changes in general economic
conditions, interest rates, legislation or regulation and accounting principles. The
Company assumes no obligation to update any forward-looking statements as a result of new
information or future events or developments
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: December 11, 2008
BAR HARBOR BANKSHARES
/s/Joseph M. Murphy
Joseph M. Murphy
President and Chief Executive Officer
Bar Harbor Bankshares (AMEX:BHB)
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