UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1996.
Commission File No. 0-28190
CAMDEN NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
MAINE 01-04132282
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
2 ELM STREET, CAMDEN, ME 04843
(Address of principal executive offices) (Zip Code)
Registrants's telephone number, including area code:
(207) 236-8821
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter periods that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date:
Outstanding at March 31, 1996: Common stock (no par value)
2,340,924 shares
<PAGE>
CAMDEN NATIONAL CORPORATION
Form 10-Q for the quarter ended March 31, 1996
TABLE OF CONTENTS OF INFORMATION REQUIRED IN REPORT
PART I.
ITEM 1. FINANCIAL INFORMATION
PAGE
Consolidated Statements of Income
Three Months Ended March 31, 1996 and 1995 3
Consolidated Statements of Conditions
March 31, 1996 and 1995 and December 31, 1995 4
Consolidated Statements of Changes in Stockholders' Equity
Three Months Ended March 31, 1996 and 1995 5
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1996 and 1995 6
Analysis of Change in Net Interest Margin on Earning Assets
Three Months Ended March 31, 1996 and 1995 7
Anaysis of Volume and Rate Changes on Net Interest
Income & Expenses March 31, 1996 over March 31, 1995 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9-11
PART II.
ITEM 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
EXHIBITS 14-20
<PAGE>
<TABLE>
PART I.
ITEM I. FINANCIAL INFORMATION
Camden National Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)
(In Thousands, except number of
shares and per share data)
<CAPTION>
Quarter Ended March 31,
1996 1995
<S> <C> <C>
Interest Income
Interest and fees on loans $ 7,016 $ 6,424
Interest on U.S. Government
and agency obligations 2,168 2,281
Interest on state and
political subdivisions 83 101
Interest on interest rate swap agreements 313 385
Interest on federal funds sold
and other investments 141 112
------- -------
Total interest income 9,721 9,303
Interest Expense
Interest on deposits 3,624 2,938
Interest on interest rate swap agreements 286 383
Interest on other borrowings 799 1,094
------- -------
Total interest expense 4,709 4,415
------- -------
Net interest income 5,012 4,888
Provision for Loan Losses 217 186
------- -------
Net interest income after
provision for loan losses 4,795 4,702
Other Income
Service charges on deposit accounts 243 262
Other service charges and fees 252 216
Other 165 172
------- -------
Total other income 660 650
Operating Expenses
Salaries and employee benefits 1,540 1,411
Premises and fixed assets 504 465
Other operating expenses 800 949
------- -------
Total operating expenses 2,844 2,825
Less minority interest in
net income (loss) (16) (14)
------- -------
Income before income taxes 2,627 2,541
Income Taxes 869 708
------- -------
Net Income $ 1,758 $ 1,833
======= =======
Per Share Data
Earnings per share .75 .78
(Net income divided by weighted
average shares outstanding)
Cash dividends per share .18 .14
Weighted average number of
shares outstanding 2,342,585 2,348,820
</TABLE>
<PAGE>
<TABLE>
Camden National Corporation and Subsidiaries
Consolidated Statements of Condition
(Unaudited)
(In Thousands, except number of
shares and per share data)
<CAPTION>
March 31, March 31, December 31,
1996 1995 1995
<S> <C> <C> <C>
Assets
Cash and due from banks $ 12,789 $ 10,844 $ 16,356
Federal funds sold 1,150 0 1,700
Investment securities:
Available for sale 26,694 9,636 26,196
Held to maturity 128,011 148,529 135,136
Residential mortgages
held for sale 2,465 869 2,083
Loans 286,488 275,626 283,019
Less allowance
for loan losses (4,203) (3,836) (4,080)
--------- ------- --------
Net loans 282,285 271,790 278,939
Bank premises and equipment 8,487 7,746 8,495
Other real estate owned 1,279 1,606 1,086
Interest receivable 3,339 3,725 4,252
Other assets 6,313 6,898 6,442
--------- --------- ---------
Total assets $472,812 $461,643 $480,685
========= ========= =========
Liabilities
Demand deposits $ 36,865 $ 35,572 $ 46,034
NOW deposits 37,811 32,287 42,192
Money market deposits 25,210 31,498 27,066
Savings deposits 63,447 69,823 63,503
Broker deposits 6,215 0 9,108
Certificates of deposit
under $100,000 160,684 129,799 159,310
Certificates of deposit
$100,000 and over 23,658 27,519 22,667
--------- --------- ---------
Total deposits 353,890 326,498 369,880
Borrowings from
Federal Home Loan Bank 45,209 59,667 39,387
Other borrowed funds 13,323 21,632 12,593
Accrued interest and
other liabilities 5,512 4,541 5,056
Minority interest
in subsidiary 74 90 89
--------- --------- ---------
Total liabilities 418,008 412,428 427,005
Commitments
Stockholders' Equity
Common stock, no par value;
(authorized 18,000,000,
issued 2,376,082) 2,436 2,440 2,436
Surplus 1,226 1,233 1,226
Net unrealized appreciation
on securities
available for sale 31 153 104
Retained earnings 52,286 46,428 50,951
-------- -------- --------
55,979 50,254 54,717
Less cost of 35,158,
31,843 and 31,521
shares of treasury
stock on March 31, 1996
and 1995, and December
31, 1995 1,175 1,039 1,037
-------- ------- -------
Total stockholders'
equity 54,804 49,215 53,680
Total liabilities and
stockholders' equity $472,812 $461,643 $480,685
======== ======== ========
</TABLE>
<PAGE>
<TABLE>
Camden National Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
Quarters Ended March 31, 1995 and 1996
(Unaudited)
(In Thousands, except number of shares and per share data)
<CAPTION>
Net Unrealized
Appreciation
on Securities
Common Retained Available Treas Total
Stock Surplus Earnings For Sale Stock Equity
<S> <C> <C> <C> <C> <C> <C>
Balance at
12/31/94 $2,440 $1,208 $44,922 $ 137 $ (445) $48,262
Net income
for 1993 - - 1,833 - - 1,833
Change in
unrealized
gains (losses)
on securities
available for
sale, net of
tax benefit
of $8,000 - - - 16 - 16
Purchase of
treasury stock
(24,741 shares) - - - - (929) (929)
Sale of treasury
stock
(20,200 shares) - 25 - - 335 360
Cash dividends - - (327) - - (327)
------ ------ ------- ------ ------- -------
Balance at
3/31/95 $2,440 $1,233 $46,428 $ 153 $(1,039) $49,215
====== ====== ======= ====== ======= =======
Balance at
12/31/95 2,436 1,226 50,951 104 (1,037) 53,680
Net income
for 1995 - - 1,757 - - 1,757
Change in
unrealized
gains (losses)
on securities
available for
sale, net of
tax benefit
of $37,000 - - - (73) - (73)
Purchase of
treasury stock
(4,295 shares) - - - - (163) (163)
Sale of treasury
stock
(658 shares) - - - - 25 25
Cash dividends - - (422) - - (422)
------ ------ ------- ------ ------- -------
Balance at
3/31/96 $2,436 $1,226 $52,286 $ 31 $(1,175) $54,804
====== ====== ======= ====== ======= =======
</TABLE>
<PAGE>
<TABLE>
Camden National Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
<CAPTION>
(In Thousands, except number of Quarter Ended March 31,
shares and per share data) 1996 1995
<S> <C> <C>
Operating Activities
Net Income $ 1,758 $ 1,833
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 217 186
Depreciation and amortization 236 202
Decrease in interest receivable 913 628
Decrease (increase) in other assets 129 (2,052)
Decrease in accrued interest (773) (524)
Increase in other liabilities 1,229 517
Cash receipts from sale of residential loans 559 1,300
Origination of mortgage loans held for sale (941) (278)
Other, net - 6
------- -------
Net cash provided by operating activities 3,327 1,818
Investing Activities
Proceeds from maturities and calls of
securities held to maturity 12,856 2,574
Purchase of securities to be
held to maturity (5,737) (76)
Purchase of securities available for sale (566) (2,215)
Increase in loans (3,563) (12,177)
Net (increase) decrease in other real estate (193) 0
Purchase of premises and equipment (228) (400)
Increase in minority position (15) (27)
Net purchase of federal funds 550 0
------- -------
Net cash used by investing activities 3,104 (12,321)
Financing Activities
Net decrease in demand deposits,
NOW accounts, and savings accounts (15,462) (19,466)
Net (decrease) increase in
certificates of deposit (528) 5,720
Net increase in short-term borrowings 6,552 18,855
Acquisition of treasury stock (163) (929)
Sale of treasury stock 25 335
Cash dividends (422) (327)
------- -------
Net cash provided by financing activities (9,998) 4,188
------- -------
Decrease in cash and cash equivalents (3,567) (6,315)
Cash and cash equivalents at beginning of year 16,356 17,159
------- -------
Cash and cash equivalents at end of quarter $12,789 $10,844
======= =======
</TABLE>
<PAGE>
<TABLE>
ANALYSIS OF CHANGE IN NET INTEREST MARGIN ON EARNING ASSETS
<CAPTION>
Three Months Ending Three Months Ending
March 31, 1996 March 31, 1995
---------------------- ----------------------
Average Yield/ Average Yield/
Balance Int. Rate Balance Int. Rate
------- ----- ------ ------- ----- ------
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Securities-Taxable 147,451 2,288 6.21% 147,503 2,393 6.49%
Securities-Nontaxable 7,891 125 6.34% 10,979 153 5.57%
Federal Funds Sold 1,648 21 5.10% 0 0 0.00%
Loans 287,980 7,043* 9.78% 271,633 6,426* 9.46%
------- ----- ----- ------- ----- -----
Total Earning Assets 444,970 9,477 8.52% 430,115 8,972 8.34%
Cash and Due from Banks 12,733 11,822
Other Assets 19,919 17,707
Less Allowance for
Loan Losses (4,225) (3,790)
------- -------
Total Assets 473,397 455,854
======= =======
LIABILITIES & SHAREHOLDERS' EQUITY
NOW Accounts 38,299 138 1.44% 39,279 166 1.69%
Savings Accounts 63,153 531 3.36% 64,400 550 3.42%
Money Market Accounts 26,143 204 3.12% 36,462 298 3.27%
Certificates of Deposit 183,411 2,644 5.77% 153,583 1,924 5.01%
Short-term Borrowings 56,018 799 5.71% 71,271 1,094 6.14%
Broker Certificates
of Deposit 7,119 107 6.01%
------- ----- ----- ------- ----- -----
Total Interest-bearing
Liabilities 374,143 4,423 4.73% 364,995 4,032 4.42%
Demand Deposits 39,619 37,465
Other Liabilities 5,744 3,294
Shareholders' Equity 53,891 50,100
------- -------
Total Liabilities &
Shareholders' Equity 473,397 455,854
======= =======
Net Interest Income 5,054 4,940
(fully-taxable equivalent)
Less: fully-taxable equivalent
adjustment (42) (52)
----- -----
5,012 4,888
===== =====
Net Interest Rate Spread
(fully-taxable equivalent) 3.79% 3.92%
Net Interest Margin
(fully-taxable equivalent) 4.54% 4.59%
<FN>
*Includes net swap income figures (in thousands) - March 1996 $27
and March 1995 $3.
Notes: Nonaccrual loans are included in total average loans.
Tax exempt interest was calculated using a rate of 34% for
fully-taxable equivalent.
</TABLE>
<PAGE>
<TABLE>
ANALYSIS OF VOLUME AND RATE CHANGE ON NET
INTEREST INCOME AND EXPENSES
<CAPTION>
March 1996 Over March 1995
-----------------------------
Change Change
due to due to Total
Volume Rate Change
------ ------ ------
INTEREST-EARNING ASSETS:
<S> <C> <C> <C>
Securities-taxable (1) (104) (105)
Securities-nontaxable (43) 15 (28)
Federal Funds Sold 21 0 21
Loans 387 230 617
---- ---- ----
Total Interest Income 364 141 505
INTEREST-BEARING LIABILITIES:
NOW Accounts (4) (24) (28)
Savings Accounts (11) (8) (19)
Money Market Accounts (84) (10) (94)
Certificates of Deposit 374 346 720
Short-term Borrowings (234) (61) (295)
Broker Certificates 107 0 107
---- ---- ----
Total Interest Expense 148 243 391
Net Interest Income 216 (102) 114
(fully taxable equivalent)
</TABLE>
<PAGE>
ITEM II. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
At March 31, 1996, the Company had consolidated asset of $472.8
million, a decrease of $7.8 million or 1.6%, from December 31, 1995.
The change in assets consisted primarily of a $6.6 million decrease
in the investment portfolio. There were maturities and called
securities during the first quarter of 1996 that were not replaced
due to the low rate environment. Management used the funds to pay
off borrowings until more favorable investment alternatives became
available. In reviewing the balance sheet on March 31, 1996 as
compared to March 31, 1995, the major change in assets was the growth
in the loan portfolio by $10.8 million for the twelve month period.
The liquidity needs of the Company's financial institution
subsidiaries require the availability of cash to meet the withdrawal
demands of depositors and the credit commitments to borrowers. Due
to the potential for unexpected fluctuation in both these areas --
deposits and loans -- active management of the Company's liquidity is
critical. As of March 31, 1996 the Company's level of liquidity
exceeded its target level. Deposits still represent the Company's
primary source of funds. During the past twelve months deposits have
increased by $27.3 million. The largest growth was in the
certificates of deposit accounts that increased $27.0 million or
17.2%. Since December 31, 1995 deposit have declined by $15.9
million or 4.5%, most of which has been in DDA and NOW accounts.
These declines are the result of seasonal reductions that the Company
normally experiences during the first quarter each year.
Borrowings also provide liquidity in the form of federal funds
purchased, securities sold under agreements to repurchase, treasury
tax and loan accounts, and borrowings from the Federal Home Loan
Bank. Total borrowings decreased during the past twelve months by
$22 million or 28%. As loan demand increases and investment
opportunities come available in the coming months, management
anticipates that borrowing will increase to meet those funding needs.
Normally loan growth in stronger during the first half of the year
due to the seasonal business of many of our commercial loan
customers.
In determining the adequacy of the loan loss allowance, management
relies primarily on its review of the loan portfolio both to
ascertain whether there are probable losses to be written off, and to
assess the loan portfolio in the aggregate. Nonperforming loans are
examined on an individual basis to determine estimated probable loss.
In addition, management considers current and projected loan mix and
loan volumes, historical net loan loss experience for each loan
category, and current and anticipated economic conditions affecting
each loan category. No assurance can be given, however, that adverse
economic conditions or other circumstances will not result in
increased losses in the portfolio. The Company continues to monitor
and modify its allowance for loan losses as conditions dictate.
During the first quarter of 1996, $217,000 was added to the reserve
for loan losses, resulting in an allowance of $4.2 million, or 1.47%,
of total loans outstanding. Management believes that this allowance
is appropriate given the current economic conditions in the Company's
service area and the overall condition of the loan portfolio.
<PAGE>
Under Federal Reserve Board (FRB) guidelines, bank holding companies
such as the Company are required to maintain capital based on "risk-
adjusted" assets. These guidelines apply to the Company on a
consolidated basis. Under the current guidelines, banking
organizations must maintain a risk-based capital ratio of eight
percent, of which at least four percent must be in the form of core
capital. The Company's ratios at March 31, 1996, of 20.74% and
19.49% respectively, exceed regulatory guidelines.
The principal cash requirement of the Company is the payment of
dividends on common stock when declared. The Company is primarily
dependent upon the payment of cash dividends by Camden National Bank
to service its commitments. During the first quarter of 1996 Camden
National Bank paid a dividend to the Company in the amount of
$585,235. The Company paid dividends to shareholders in the amount
of $422,025 and $163,210 was used for treasury stock transactions by
the Company.
RESULTS OPERATION
Net income for the three months ended March 31, 1996 was $1,758,000,
a decrease of $75,000 or 4.3% below first quarter 1995's net income
of $1,833,000. In the first three months of 1995 the Company had a
tax benefit of $134,000, due to stock options that were exercised.
If the Company had not had the tax benefit in 1995, this year's first
quarter earnings would have exceeded those of last year's.
NET INTEREST INCOME
Net interest income for the three months ended March 31, 1996 was
$5,012,000, a 2.5% or $124,000 increase over first quarter 1995's net
interest income of $4,888,000. Contributing to this increase was the
fact that total interest income was $418,000 or 4.5% higher in the
first three months of 1996 compared to the same period 1995.
Interest income on loans increased by $617,000, of which $387,000 was
due to an increase in volume and $230,000 was due to an increase in
the average yield from 9.46% in the first three months of 1995 to
9.78% in 1996. The Company did, however, experience a decrease in
interest income on investments during the first quarter of 1996
compared to the same period in 1995 due to a reduction in yields from
6.49% to 6.21%. As investments matured they were replaced with lower
yielding instruments, due to the current rate structure. The
Company's interest expense of $4,709,000 is a 6.7% or $294,000
increase over first quarter 1995's total interest expense of
$4,414,000. The largest contributor to this increase in interest
expense was interest paid on certificates of deposit, which increased
by $720,000 due to increases in both volume and rates. During 1995
the Company had increased rates offered on certificates of deposit
to stimulate deposit growth and meet funding needs. The Company did,
however, experience a decrease of interest expense on borrowed funds
in the first quarter of 1996 compared to the first quarter of 1995 of
$295,000 due to both volume and rate declines.
<PAGE>
The Analysis of Change in Net Interest Margin on Earning Assets, and
the Analysis of Volume and Rate Changes on Net Interest Income and
Expenses are provided on pages 7 and 8 of this report to enable the
reader to understand the components of the Company's interest income
and expenses. The first table provides an analysis of changes in
net interest margin on earning assets setting forth average assets,
liabilities and stockholders' equity; interest income earned and
interest expense paid and average rates earned and paid; and the net
interest margin on earning assets for the three months ended March
31, 1996 and 1995. The second of these tables presents an analysis
of volume and rate change on net interest income and expense from
March 31, 1995 to March 31, 1996.
The Company utilizes off-balance sheet instruments such as interest
rate swap agreements that have an effect on net interest income. The
net results were increases in net interest income by $27,000 and
$2,000 in the first three months of 1996 and 1995, respectively.
NONINTEREST INCOME
There was a $10,000 or 1.5% increase in total noninterest income in
the first quarter of 1996 compared to the first quarter of 1995.
There was a decline in service charges on deposit accounts of
$19,000, due to a change in the fee structure in the second quarter
of 1995. Other fees, however, increased by $36,000, the result of
increases in a number of income categories. The largest increase was
in new fees collected for loan document preparation. There was a
slight decrease in other income due to a number of small variances in
a number of income categories.
NONINTEREST EXPENSE
There was a $19,000 or .6% increase in total noninterest expense in
the first quarter of 1996 compared to the first quarter of 1995.
Salaries and employee benefit cost increased $129,000 or 9.1% in the
first quarter of 1996 compared to 1995. This increase was the result
of normal annual increases, combined with higher pension benefit
costs. The higher pension costs were due to the addition of
employees at United Bank and a decrease in the discount rate. The
Company also experienced an increase in fixed asset costs due to the
depreciation of several large pieces of computer equipment that were
purchased in the middle of 1995. These purchases were necessary to
take advantage of new technologies that will provide new services and
enhance customer satisfaction and, in the long term, assist in
containing overhead costs. Lastly, there was a reduction in other
operating expenses of $149,000 or 15.7% in the first quarter of 1996
compared to the first quarter of 1995. This reduction was due to the
temporary decrease of the FDIC assessment by $170,000 in the first
quarter of 1996 compared to the same period in 1995.
RECENT ACCOUNTING PRONOUNCEMENTS
SFAS 122, "Accounting for Mortgage Servicing Rights" was issued in
May of 1995. Where mortgage loans are sold or securitized but the
rights to service those loans are retained by the creditor, the
standard requires that the total cost of such loans (whether
originated or acquired) be allocated between the mortgage servicing
rights and the loans themselves based on their relative fair values.
SFAS 122 also addresses measurement of impairment of capitalized
mortgage servicing rights. The Company has adopted SFAS 122 as of
January 1, 1996. During the first quarter of 1996 activity in this
area was minimal and had no material effect on the financial position
and results of operations.
<PAGE>
PART II
ITEM 6. Exhibits and Reports on Form 8-K
(a). Exhibits
(3.i) The Articles of Incorporation of Camden National
Corporation, as amended to date.
(3.ii) The Bylaws of Camden National Corporation, as amended
to date, Exhibit 3.ii to the Company's Registration
Statement on Form S-4 filed with the Commission on
September 25, 1995, file number 33-97340, are
incorporatied herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
CAMDEN NATIONAL CORPORATION
(Registrant)
Keith C. Patten 05/13/96
Keith C. Patten
President and CEO
Susan M. Westfall 05/13/96
Susan M. Westfall
Treasurer and Chief Financial Officer
<PAGE>
EXHIBITS
(a). Exhibits
(3.i) The Articles of Incorporation of Camden National
Corporation, as amended to date.
(3.ii) The Bylaws of Camden National Corporation, as amended
to date, Exhibit 3.ii to the Company's Registration
Statement on Form S-4 filed with the Commission on
September 25, 1995, file number 33-97340, are
incorporatied herein by reference.
_______________________________________________________________________
CAMDEN NATIONAL CORPORATION
Report of Incorporator's Action
The following person acted as Incorporator:
Rendle A. Jones
Pursuant to authorization granted to incorporators under the Maine
Business Corporation Act, the Incorporator took the following action:
The name of the corporation shall be:
Camden National Corporation
The purpose of the corporation shall be all those purposes permitted
corporations organized under the Maine Business Corporation Act.
The name of the Clerk, who is a Maine resident, and the address of
the Corporation's Registered Office shall be:
Robert Worthing
2 Elm Street
Camden, Maine 04843
The number of Directors constituting the initial Board of Directors
of the Corporation shall be thirteen (13). The initial Directors, who
shall serve until the first annual meeting of the shareholders, or until
their successors are elected and qualified, and their addresses, are set
forth in Exhibit A.
The initial Bylaws of the Corporation are set forth in Exhibit B.
There shall be only one class of shares; viz. common, which shall
have no par value. There shall be authorized 150,000 shares. There
shall be no preemptive rights.
Meetings of the shareholders may be held outside the State of Maine.
The foregoing action was adopted by the sole Incorporator on the
dated set forth below.
Camden, Maine Rendle A. Jones (signature)
March 20, 1984 Incorporator
_________________________________________________________________________
<PAGE>
Filing Fee $50.00 plus fee
based on authorized capital stock
For Use By The Secretary of State For Use By The Secretary of State
File No. _84153OD_ FILED
Fee Paid _$150 - $50_ _March 21, 1984_
C.B. __--__ Xxxxxxxx Xxxxxxxxx (signature)
Date __4-10-84__ Deputy Secretary of State
A True Copy When Attested By
Signature
L. Evelin Grover (signature)
Deputy Secretary of State
STATE OF MAINE
ARTICLES OF INCORPORATION
OF
Camden National Corporation
(insert corporate name)
Pursuant to 13A MRSA Section 403, the undersigned, acting as
incorporator(s) of a corporation, adopt(s) the following Articles of
Incorporation:
FIRST: The name of the corporation is Camden National Corporation
and it is located in Maine, at 2 Elm Street, Camden, ME 04843
SECOND: The name of its Clerk, who must be a Maine resident, and the
address of its registered office shall be:
Name Robert Worthing
Street & Number 2 Elm Street
City Camden, Maine 04843
THIRD: ("X" one box only)
_X_ a. The number of directors constituting the initial board of
directors of the corporation is 13 (See Section 703,1.A.)
b. If the initial directors have been selected, the names and
addresses of the persons who are to serve as directors until the
first annual meeting of the shareholders or until their
successors are elected and shall qualify are:
Name Address
David H. Montgomery c/o Allen Agency
Main St, Camden, ME 04843
Kenneth C. Dickey c/o Haskell & Corthell
10 Main St, Camden, ME 04843
William S. Brawn c/o French & Brawn
1 Elm St, Camden, ME 04843
C.R. deRochemont 106 Pleasant St
Rockland, ME 04841
E. Maynard Graffam, Jr. c/o Penobscot Bay Ice Co., Inc.
Rockport, ME 04856
Frederick G. Hanley Camden National Bank
2 Elm St, Camden, ME 04843
Gilbert Harmon, Esq. Harmon, Jones & Sanford
20 Mechanic St, Camden ME 04843
Robert Heald Union Wood Products
Union, ME 04862
Lawrence N. Hopkins 66 Washington St.
Camden, ME 04843
John S. McCormick, Jr. Box 162
West Rockport, ME 04865
Keith C. Patten Camden National Bank
2 Elm St, Camden, ME 04843
Richard N. Simoneau 8 North Main St
Rockland, ME 04841
Arthur E. Strout, Esq. 10 Masonic St
Rockland, ME 04841
<PAGE>
___ There shall be no directors initially; the shares of the corporation
will not be sold to more than twenty (20) persons; the business of
the corporation will be managed by the shareholders. (See section
703,1.B.)
FOURTH: ("X" one box only)
The board of directors is _X_ is not __ authorized to increase or
decrease the number of directors. If the board is so authorized, the
minimum number, if any, shall be seven (7) directors, (See section
703,A.A.) and the maximum number, if any, shall be sixteen (16)
directors.
FIFTH: ("X" one box only)
_X_ There shall be only one class of shares, viz, common.
Par value of each share (if none, so state) none.
Number of shares authorized 150,000.
___ There shall be two or more classes of shares.
The information required by Section 403 concerning each such class
is set out in Exhibit___________ attached hereto and made a part
hereof.
SUMMARY
The aggregate par value of all authorized shares (of all classes)
having a par value is $ none.
The total number of authorized shares (of all classes) without
par value is 150,000 shares.
SIXTH: ("X" one box only)
Meetings of the shareholders may _X_ may not ___ be held outside
the State of Maine.
SEVENTH: ("X" if applicable) There are no preemptive rights. _X_
EIGHTH: Other provisions of these articles, if any, including
provisions of the internal affairs of the corporation, are set
out in Exhibit _n/a_ attached hereto and made a part hereof.
DATED: March 20, 1984
INCORPORATORS RESIDENCE ADDRESSES
Rendle A. Jones (signature) Box 189
Rendle A. Jones (printed name) Camden ,Maine 04843
________________________________________________________________________
<PAGE>
For Use By The Secretary of State For Use By The Secretary of State
No. _84153OD_ FILED
Fee Paid _$250 - $10_ _September 10, 1984_
C.B. _271_ Xxxxxxxxx Xxxxxxx (signature)
Date _10-12-84_ Deputy Secretary of State
A True Copy When Attested By
Signature
L. Evelin Grover (signature)
Deputy Secretary of State
STATE OF MAINE
ARTICLES OF AMENDMENT
(Amendment by Incorporator)
Pursuant to 13-A KRSA Section 803, the undersigned
corporation adopts these Articles of Amendment.
FIRST: The organizational meeting of the Board of Directors
required by Section 407 has not yet occurred.
SECOND: The amendments set out in Exhibit A attached were
adopted by the sole Incorporator, by unanimous written
consent on July 18, 1984.
THIRD: The number of shares that the Corporation has
authority to issue hereafter is as follows:
Class Series (if any) No. of shares Par value (if any)
common none 600,000 none
The aggregate par value of all such shares (of all classes
and series) having par value is none.
The total number of all such shares (of all classes and series)
without par value is 600,000 shares.
FOURTH: The address of the registered office in Maine:
2 Elm Street
Camden, Maine 04843
Dated: August 30, 1984 Camden National Corporation
by: Robert E. Worthing
(signature)
Robert E. Worthing, Clerk
_________________________________________________________________________
<PAGE>
CAMDEN NATIONAL CORPORATION
Report of Incorporator Action
Pursuant to authorization granted to incorporators under the Maine
Business Corporation Act, the Incorporator took the following action:
The Articles of Incorporation of Camden National Corporation shall
be amended as set forth in Exhibit A attached to this report.
The Clerk of the Corporation shall file Articles of Amendment
reflecting the changes set forth in Exhibit A.
The foregoing represents the action of the sole incorporator
of the Corporation adopted by consent.
Camden, Maine
July 18, 1984 Rendle A. Jones (signature)
Incorporator
________________________________________________________________________
EXHIBIT A
1. The number of authorized shares of common stock with
no par value shall be increased from 150,000 shares to
600,000 shares.
2. The Directors of the Corporation shall be divided into three
classes and one-third of the Directors, or as near as one-third
as possible, shall be assigned to each class. The initial
Board of Directors shall consist of thirteen persons and
Class A and Class B shall each consist of four Directors
while Class C shall consist of five Directors. At the first annual
meeting of Shareholders, Directors of all three classes shall be
elected with the term of office of the Class A Directors expiring
at the first annual meeting of Shareholders after their election,
that of the Class B Directors expiring at the second annual
meeting after their election and that of the Class C Directors
expiring at the third annual meeting after their election.
Thereafter, as the term of office of the Class of Directors
expires, the Directors of that Class shall be elected for a three-
year term.
3. When any vacancy occurs in the Board of Directors, including
those created by an increase in the number of Directors, the remaining
members of the Board may appoint a Director to fill such vacancy
at any regular or special meeting of the Board.
4. Cumulative voting shall not be employed in voting for Directors
or for any other purpose.
5. Bylaws may be amended, altered, or appealed at any regular
meeting of the Board of Directors or Shareholders by a two-
thirds vote of the Shareholders after notice of such intended action
as required by law.
<PAGE>
6. The Board of Directors, when evaluating any offer of another
party to (a) make a tender or exchange offer for the equity
securities of the corporation or any subsidiary, (b) merge or
consolidate the corporation or any subsidiary with another
corporation, or (c) purchase or otherwise acquire all or
substantially all of the properties and assets of the corporation,
or any subsidiary, shall, in connection with the exercise of its
judgment in determining what is in the best interests of the
corporation and its stockholders, give due consideration to all
relevant factors, including by way of illustration, but not
of limitation, any of the following:
6.1 Whether the offer is acceptable based on historical
operating results, the financial condition of the corporation
and its subsidiaries, and its future prospects;
6.2 Whether a more favorable offer could be obtained
for the securities or assets of the corporation or its subsidiary
in the foreseeable future;
6.3 The social, economic or other material impact which
an acquisition of the equity securities of the corporation
or substantially all of its assets would have upon the employees
and customers of the corporation and its subsidiaries and the
communities which they serve;
6.4 The reputation and business practices of the offeror and
its management and affiliates as they would affect the employees
and customers of the corporation and its subsidiaries and the
future value of the corporation stock;
6.5 The value of the securities, if any, which the offeror is
offering in exchanges for the corporation's or its subsidiaries'
securities or assets based on an analysis of the worth of the
corporation or of its subsidiaries as compared to the offeror
corporation or other entity whose securities are being offered;
and
6.6 Any anti-trust or other legal or regulatory issues that
are raised by the offer.
7. If the Board of Directors determines that an offer of the type
identified in paragraph 6 should be rejected, it may take any
lawful action to accomplish its purpose including, but not
limited to, any of the following:
7.1 Advising shareholders not to accept the offer.
7.2 Litigation against the offeror.
7.3 Filing complaints with any governmental and regulatory
authorities.
7.4 Acquiring the corporation's securities.
7.5 Selling or otherwise issuing authorized but unissued
securities of treasury stock or granting options with respect
thereto.
7.6 Acquiring a company to create an anti-trust or other
regulatory problem for the offeror.
7.7 Obtaining a more favorable offer from another
individual or entity.
8. The provisions of paragraph 6 and 7 and this paragraph 8
may be amended only by the affirmative vote of two-thirds of
the outstanding shares of common stock of the corporation and
by the affirmative vote of two-thirds of the outstanding shares of
preferred stock of the corporation, if any.
________________________________________________________________________
<PAGE>
STATE OF MAINE
ARTICLES OF AMENDMENT
(Amendment by Shareholders
Voting as One Class)
Pursuant to 13-A MRSA Sections 805 and 807, the
undersigned corporation adopts these Articles of
Amendment:
FIRST: All outstanding shares were entitled to vote on the
following amendment as ONE class.
SECOND: The amendment set out in Exhibit A attached was
adopted by the shareholders (select one)
_A._ at a meeting legally called and held on July 27, 1993.
B. by unanimous written consent on
THIRD: Shares outstanding and entitled to vote and shares
voted for and against said amendment were:
Number of Shares Outstanding Number Number
and Entitled to Vote Voted For Voted Against
72,574 59,510 30
FOURTH: If such amendment provides for exchange,
reclassification or cancellation of issued shares, the
manner in which this shall be effected is contained in
Exhibit B attached if it is not set forth in the amendment
itself.
FIFTH: (Complete if Exhibits do not give this information.) If
the amendment changes the number of par values of
authorized shares, the number of shares the corporation
has authority to issue thereafter, is as follows:
Class Series (If any) Number of Shares Par Value (ifany)
Common n/a 2,500,000 no par value
SIXTH: Address of the registered office in Maine:
2 Elm Street
P.O. Box 310
Camden, ME 04843
MUST BE COMPLETED FOR VOTE Camden National Corporation
OF SHAREHOLDERS (Name of Corporation)
I certify that I have custody By R. E. Worthing
(signature)
of the minutes showing the Robert E. Worthing, Clerk
above action by the shareholders.
R. E. Worthing (signature)
Dated: 9/27/93
