SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. NA)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CAMDEN NATIONAL CORPORATION
(Name of Registrant as Specified in Its Charter)
SUSAN M. WESTFALL
(Name of Person Filing Proxy Statement)
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 o-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule O-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-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:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
CAMDEN NATIONAL CORPORATION
Two Elm Street
Camden, Maine 04843
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of Camden National Corporation (the "Company") to be held on the 6th day of
May, 1997, at 3:30 p.m., local time, at the Operations Center, Fox Ridge
Office Park, Route One, Rockport, Maine 04856. Your Notice of Annual
Meeting, Proxy Statement and Proxy Form are enclosed, as is the Company's
1996 Annual report.
At the Annual Meeting, you will be asked to elect five (5) directors
to the Board. In addition, you will be asked to ratify the appointment of
Berry, Dunn, McNeil & Parker as the Company's independent public accountant
for 1997.
The Board of Directors recommends that you vote "FOR" the nominees to
the Board of Directors listed in the Proxy Statement and "FOR" appointment
of Berry, Dunn, McNeil & Parker.
Your vote is important. Whether or not you plan to attend the Annual
Meeting in person, we ask that you return your completed Proxy, using the
envelope provided, as soon as possible and in any case no later than 5:00
p.m. on May 5, 1997.
Thank you again for your continued support.
Very truly yours,
David H. Montgomery, Chairman of the Board
Keith C. Patten, President and Chief Executive Officer
Date: April 4, 1997
</PAGE>
<PAGE>
CAMDEN NATIONAL CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held May 6, 1997
TO OUR SHAREHOLDERS:
Notice is hereby given that pursuant to the call of the Board of
Directors, the Annual Meeting of Shareholders of Camden National
Corporation will be held on May 6, 1997, at 3:30 p.m., local time, at the
Operations Center of Camden National Corporation, Fox Ridge Office Park,
Route One, Rockport, Maine 04856.
The purposes of the meeting are:
(1) To elect five (5) directors of the Company to serve a term of three
(3) years and until their respective successors shall be elected
and qualified.
(2) To ratify the selection of Berry, Dunn, McNeil & Parker as the
Company's independent public accountants for 1997.
(3) To transact such other business as may be properly presented at the
meeting.
The names of the Board of Directors' nominees to be directors of the
Company are set forth in the accompanying Proxy Statement.
Only shareholders of record at the close of business on March 11, 1997
will be entitled to vote at the meeting. To be sure that your shares are
represented at the meeting, you are urged to vote, sign, date and promptly
return the enclosed Proxy in the envelope provided. You may revoke your
Proxy at any time prior to the time it is voted.
By Order of the Board of Directors
Rendle A. Jones, Secretary
Date: April 4, 1997
IMPORTANT--PLEASE MAIL YOUR PROXY PROMPTLY. In order that there may be
proper representation at the meeting, you are urged to sign and return the
enclosed Proxy in the envelope provided as soon as possible and no later
than 5:00 p.m., May 5, 1997. Shares of Company stock represented by
Proxies which are returned unmarked will be voted in favor of the director
nominees, the ratification of accountants, and, in the discretion of
Management, upon such other business as may properly be presented at the
meeting.
</PAGE>
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 6, 1997
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of Proxies by Management under the direction of the Board of Directors of
the Company for use at the Annual Meeting of Shareholders of the Company to
be held May 6, 1997. Only shareholders of record as of March 11, 1997 will
be entitled to notice of, and to vote at, the Annual Meeting. Each share
is entitled to cast one vote for up to five (5) nominees to the Board of
Directors and to cast one vote on each of the other matters to be voted on
at the Annual Meeting. Cumulative voting is not permitted. As of March
11, 1997, 2,277,479 shares of the Company's common stock (sometimes herein
referred to as "Company Stock") were outstanding.
The cost of soliciting Proxies will be borne by the Company. In
addition to use of the mails, Proxies may be solicited personally or by
telephone or telegraph by directors and officers who will not be specially
compensated for such solicitation. The Company has engaged American Stock
Transfer and Trust Company (sometimes herein referred to as (AST & T) as
its transfer agent, to solicit Proxies held by brokers and nominees.
Brokerage firms and other custodians, nominees and fiduciaries will be
requested to forward these soliciting materials to their principals and the
Company will, upon request, reimburse them for the reasonable expenses of
doing so. The transfer books of AST & T will remain open between the
record date and meeting date.
This Proxy Statement and enclosed Proxy were first mailed to the
Company's shareholders on or about April 4, 1997.
Your Proxy is important in helping to achieve good representation at
the meeting. Any shareholder giving a Proxy has the right to revoke it at
any time before it is exercised; therefore, execution of the Proxy will not
in any way affect the shareholder's right to attend the meeting in person.
Revocation may be made prior to the meeting by written revocation or duly
executed Proxy bearing a later date sent to the Company, Attention: Rendle
A. Jones, Secretary, Two Elm Street, Camden, Maine 04843; or a Proxy may be
revoked personally at the Annual Meeting by written notice to the Secretary
at the Annual Meeting prior to the voting of the Proxy. In the absence of
specific instructions to the contrary, shares represented by properly
executed Proxies received by Management, including unmarked Proxies, will
be voted to elect the nominees to the Board described herein, and to ratify
the selection of Berry, Dunn, McNeil & Parker as the Company's independent
public accountants for 1997.
The holders of a majority of the Company's outstanding shares of
common stock, present in person or by Proxy, are required for a quorum at
the meeting. The Company had 2,277,479 shares of common stock outstanding
on March 11, 1997, the record date for this meeting. If a quorum is
present at the meeting the simple majority vote of shares voting is
required for election of the five (5) directors, and to ratify the
selection of Berry, Dunn, McNeil & Parker as the Company's independent
public accountant for 1997.
PRINCIPAL SHAREHOLDERS
As of March 11, 1997, there were 2,277,479 shares of Company stock
outstanding, no par value, held of record by shareholders. Only
shareholders of record as of March 11, 1997 shall be entitled to vote at
the Annual Meeting and each share is entitled to one vote.
</PAGE>
<PAGE>
The following table sets forth information with respect to the
beneficial ownership of Company stock as of March 11, 1997, by (i) each
person known by the Company to own beneficially more than five (5) percent
of the Company's outstanding stock, (ii) each current director of the
Company and nominees for positions on the Board, (iii) the Named Executive
Officers (defined below), and (iv) all executive officers and directors of
the Company as a group. Except as otherwise indicated below, each of the
directors, executive officers and shareholders owning more than five (5)
percent of Company stock has sole voting and investment power with respect
to all shares of stock beneficially owned by him as set forth opposite his
name.
<TABLE>
Name Percentage of
(and Address of 5% or Number of Shares
greater shareholder) Shares Held Outstanding
<S> <C> <C>
5% or Greater Shareholders:
Prudence Dickey 247,717 (1) 10.9
13 Curtis Avenue
Camden, ME 04843
Gilbert C. Harmon 139,500 (2) 6.1
P.O. Box 190
Camden, ME 04843
Directors and Nominees:
Peter T. Allen 3,150 (3) *
Bruce D. Bartlett 5,865 (4) *
Ann W. Bresnahan 7,980 (5) *
Robert W. Daigle 10,658 (6) *
C. R. de Rochemont 15,280 (7) *
Kenneth C. Dickey 290,064 (1) 12.7
Robert J. Gagnon 676 *
E. Maynard Graffam, Jr. 19,380 *
John W. Holmes 7,680 *
Rendle A. Jones 16,300 *
John S. McCormick, Jr. 6,000 *
David H. Montgomery 67,251 3.0
Keith C. Patten 103,812 (8) 4.4
Richard N. Simoneau 7,080 *
Arthur E. Strout 14,850 *
Officers and Directors as a Group: 493,620 (9) 20.8
</TABLE>
- 2 -
</PAGE>
<PAGE>
- ---------------------------------------
* Less than one (1) percent.
(1) Includes 247,717 shares over which voting and dispositive power are
shared with spouse.
(2) Includes 10,740 shares over which voting and dispositive power are
shared with spouse.
(3) Includes 150 shares over which voting and dispositive power are shared
with spouse.
(4) Includes 5,000 shares underlying stock options exercisable within 60
days.
(5) Includes 80 shares over which voting and dispositive power are shared
with spouse.
(6) Includes 10,000 shares underlying stock options exercisable within 60
days.
(7) Retired from Board of Directors during 1996.
(8) Includes 6,270 shares over which voting and dispositive power are
shared with spouse; and 60,000 shares underlying stock options
exercisable within 60 days.
(9) Shared voting and/or dispositive power over some or all shares;
includes shares underlying stock options exercisable within 60 days.
PROPOSAL 1 - ELECTION OF DIRECTORS
Directors and Executive Officers
Five (5) directors have been nominated for election to the Board
of Directors to serve until the 2000 Annual Meeting of Shareholders, or
until their successors are duly elected and qualified. The proxies will be
voted, unless authority to do so is withheld, in favor of the five (5)
nominees recommended by the Board. Management recommends voting "For" each
person named below.
Following is a list of the nominees for the Board of Directors,
including age (as of December 31, 1996) and current positions held with the
Company and its subsidiaries: Camden National Bank (CNB or Camden
National), United Bank (sometimes referred to as UB), and Trust Company of
Maine, Inc. (sometimes referred to as TCOM).
<TABLE>
Position Current Term of Position with
Nominees: Age with Company Directorship Subsidiary
- --------- --- ------------ --------------- -------------
<S> <C> <C> <C> <C>
Ann Bresnahan 45 Director 1997 Director, CNB
Robert W. Daigle 47 Director 1997 Director, President
and CEO, CNB
Director, TCOM
E Maynard Graffam, Jr 56 Director 1997 Director, CNB
Rendle A. Jones 54 Director 1997 Director &
Secretary, CNB
Arthur A. Strout 61 Director 1997 Director, CNB
Director, TCOM
</TABLE>
Following is a list of directors not currently nominated for election
to the Board of Directors and executive officers, including age (as of
December 31, 1996) and current positions with the Company and/or its
subsidiaries: CNB, UB, and TCOM.
- 3 -
</PAGE>
<PAGE>
<TABLE>
Other Directors Position Term of Position with
and Officers Age with Company Directorship Subsidiary
- --------------- --- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Peter T. Allen 61 Director 1998 Director, CNB
Bruce D. Bartlett 50 Director 1998 Director, President
& CEO, UB
Director, TCOM
C. R. de Rochemont 72 Director retired
Kenneth C. Dickey 71 Director and 1999 Director and Vice
Vice Chairman Chairman, CNB
Robert J. Gagnon 49 Director 1998 Director, CNB
John W. Holmes 51 Director 1999 Director, CNB
John S. McCormick, Jr. 65 Director 1998 Director, CNB
David H. Montgomery 68 Director and 1999 Director, CNB
Chairman
Keith C. Patten 57 Director 1999 Director and
Chairman, CNB President and CEO
Richard N. Simoneau 60 Director 1998 Director, CNB
Andrew P. Averill 53 ----- Chairman and
CEO, TCOM
Director, TCOM
Randall A. Bishop 42 Vice President Vice President, CNB
Director, TCOM
Joanne T. Campbell 34 ----- Vice President, CNB
Stephen D. Dailey 47 Vice President -----
Brent A. Folster 43 ----- Vice President, UB
Shirley B. Kile 48 ----- Director and
Treasurer, TCOM
James M. Kimball 47 ----- Vice President, UB
Michael A. McAvoy 50 ----- Vice President, CNB
R. Paul Pasquine 49 ----- President and COO,
TCOM
Director, TCOM
Mark E. Russell 39 ----- Vice President, UB
Jeffrey D. Smith 33 Vice President and COO -----
</TABLE>
- 4 -
</PAGE>
<PAGE>
<TABLE>
Other Directors Position Term of Position with
and Officers (cont.) Age with Company Directorship Subsidiary
- ------------------- --- ------------ ------------ ---------------
<S> <C> <C> <C> <C>
Stephen C. Staples 46 ----- Vice President, CNB
Susan M. Westfall 40 Treasurer and CFO -----
John P (Jack) Williams 49 ----- Senior Vice
President, CNB
Robert E. Worthing 64 Vice President and Clerk Vice President, CNB
Charles A. Wootton 40 ----- Vice President, CNB
</TABLE>
All directors of the Company serve 3-year terms. At the 1996 Annual
Meeting, Mr. Gagnon was elected to serve the remaining term of Mr. de
Rochemont, who retired from the Board. All of the officers listed will hold
office as elected by the Board of Directors. There are no arrangements or
understandings between any of the directors or officers or any other persons
pursuant to which any of the above directors have been selected as
directors, or any of the above officers have been selected as officers.
There are no "interlocking relationships" among the above directors and
officers, as that term is defined by the Securities and Exchange Commission.
During the past five years, the business experience of each executive
officer, director, and nominee for director is set forth below. None of the
organizations in the descriptions below except Camden National, United Bank,
and Trust Company of Maine is affiliated with the Company.
David H. Montgomery Mr. Montgomery has been a director of the Company
since 1984, and of Camden National since 1966, and has been Chairman of the
Company since 1984. Mr. Montgomery is past Chairman of the Allen Agency, an
insurance brokerage, and is President of Allen Agency Real Estate, a real
estate brokerage. Mr. Montgomery has been semi-retired since 1993.
Kenneth C. Dickey Mr. Dickey has been a director of the Company since
1984, and of Camden National since 1970, and is currently Vice-Chairman of
the Board. Mr. Dickey is the principal owner of Haskell & Corthell Real
Estate, and from 1959 to 1994 was the President and owner of Haskell &
Corthell, Inc., operator of a retail clothing store.
Keith C. Patten Mr. Patten has been the President, Chief Executive
Officer and a director of the Company since 1984. He has been a director of
Camden National since 1976, and was elected the Board Chairman in 1996; at
which time he stepped down as President and CEO in order to focus on
management of the Company.
Peter T. Allen Mr. Allen is President and General Manager of Cutting-
Allen, Inc., a wholesale Christmas tree company. Mr. Allen has also been a
Director of the Company and Camden National since 1991.
Ann W. Bresnahan Ms. Bresnahan is a full-time volunteer and civic
leader. She has been a Director of the Company and Camden National since
1990.
C. R. de Rochemont Mr. de Rochemont has been engaged in the real
estate sales business for the past thirty-six years. He served as Director
of the Company and Camden National from 1984 and 1976, respectively, until
his retirement from both companies effective May 7, 1996.
Robert J. Gagnon Mr. Gagnon is Manager of the Rockland Super Shop-n-
Save, a position he has held for fifteen years. Mr. Gagnon was elected a
Director of the Company and Camden National in 1996.
- 5 -
</PAGE>
<PAGE>
E. Maynard Graffam, Jr. Mr. Graffam is co-owner of Penobscot Bay Ice
Company, a company engaged in the sale of fuel oil, gasoline, and live
lobsters; and in renting cars, trucks, and apartments. Mr. Graffam has been
a Director of the Company and Camden National since 1984 and 1979,
respectively.
John W. Holmes Mr. Holmes is President and majority owner of Consumers
Fuel Company, and has been a Director of the Company and Camden National
since 1989.
Rendle A. Jones Mr. Jones is a partner in the law firm of Harmon,
Jones & Sanford. He is also a partner in the following entities: Fuller,
Jones & Stivers, financial advisors; Professional Services Center, real
estate rentals; Washington Street Associates, real estate rentals; and
Lincolnville Village Apartments, real estate rentals. Mr. Jones is also
general counsel to the Company, and has been a Director of the Company and
Camden National since 1988.
John S. McCormick, Jr. Mr. McCormick is principal of Consolidated
Real Estate and Engineering, a professional engineering/consulting firm.
Mr. McCormick also has been a Director of the Company and Camden National
since 1984 and 1975, respectively.
Richard N. Simoneau Mr. Simoneau is a partner in Simoneau & Norton,
CPAs, and was a Director of Associated Grocers of Maine from 1990 to 1993.
Mr. Simoneau has been a Director of the Company and Camden National since
1984 and 1978, respectively.
Arthur E. Strout Mr. Strout is an attorney in the law firm of Strout &
Payson, P.A. He has also been a Director of the Company and Camden National
since 1984 and 1979, respectively.
Robert W. Daigle Mr. Daigle has been a Director of the Company and
Camden National since 1996, after being named President and Chief Executive
Officer of Camden National effective January 8, 1996. From 1991 until that
time he served Fleet Bank of Maine as Regional President and Senior Bank
Official overseeing Maine's northern and eastern markets.
Bruce D. Bartlett Mr. Bartlett has been a Director of the Company and
United Bank since 1996. He has served as President and Chief Executive
Officer of United Bank since May 1989. Prior to joining United Bank, Mr.
Bartlett was President of Border Trust Company.
Andrew P. Averill Mr. Averill has been Chairman and Chief Executive
Officer of Trust Company of Maine since its inception in 1994. In addition
to a law degree, he has a 20 year background in trust and employee benefit
plan administration, and has extensive experience in regulatory and legal
issues related to employee benefit plan products .
Randall A. Bishop Mr. Bishop has been Vice President of the Company
since 1996, and recently was named Vice President of Camden National. From
1979 to 1996 he was at United Bank, most recently serving as Executive Vice
President and Treasurer.
Joanne T. Campbell Mrs. Campbell joined Camden National Bank in March
of 1996 as Vice President for the residential mortgage lending area. She
has 15 years of mortgage and banking experience having been with Fleet
Mortgage Group and Salem Five Mortgage Corp previous to joining the bank.
Steven D. Dailey Mr. Dailey has been Vice President of Data Processing
for the Company since 1996. Prior to that, he had been Vice President of
Operations at Camden National since 1985.
Brent A. Folster Mr. Folster has been Vice President and Branch
Administrator of United Bank since 1995. Prior to joining the bank, he had
over 20 years experience in various lending and branch management capacities
with Fleet Bank of Maine.
- 6 -
</PAGE>
<PAGE>
Shirley B. Kile Mrs. Kile serves as Treasurer of Trust Company of
Maine and President of Fiduciary Services Inc., a subsidiary of the Trust
Company which provides administration for employee benefit plans. She has
over 15 years experience in the employee benefits field.
James M. Kimball Mr. Kimball has been Vice President and Senior Loan
Officer of United Bank since 1994. He joined the bank in November 1992 as
Vice President and Commercial Loan Manager with over 20 years experience in
various lending capacities.
Michael A. McAvoy Mr. McAvoy has been Vice President and Senior Loan
Officer of Camden National since 1994. He was Senior Vice President and
Senior Loan Officer of Island National Bank and Trust Company, Palm Beach,
Florida, from 1992 until 1994 and Senior Vice President and Senior Loan
Officer of Flagler National Bank, West Palm Beach, Florida, from 1985 to
1992.
R, Paul Pasquine Mr. Pasquine has been President and Chief Operating
Officer of Trust Company of Maine since its inception in 1994. He has over
15 years of management experience in trust and employee benefit plan
administration.
Mark E. Russell Mr. Russell has been Vice President in the residential
mortgage area since he joined the bank in 1988. He has over 18 years
experience in various capacities of lending and branch management.
Jeffrey D. Smith Mr. Smith recently joined the Company as Vice
President and Chief Operations Officer. From 1986 until joining the Company
he held various positions with Key Bank, most recently as Vice President and
Manager of Retail Services.
Stephen C. Staples Mr. Staples joined Camden National in 1983, serving
in various capacities. He was promoted to Vice President in 1995.
Susan M. Westfall Mrs. Westfall has been Treasurer and Chief
Financial Officer of the Company since 1996. She had been with Camden
National since 1979, most recently as Vice President/Comptroller.
John P. (Jack) Williams Mr. Williams has been with Camden National
since 1982, and has been Senior Vice President of Camden National since
1994. His primary area of business is commercial lending and
administration.
Robert E. Worthing Mr. Worthing has been Vice President and Clerk of
the Company since 1984. He has been Vice President and Investment Officer
of Camden National since 1977.
Charles A. Wootton Mr. Wootton has been Vice President and Branch
Administration Officer of Camden National since 1996. Since joining the
bank in 1981, he has held several positions and was promoted to Vice
President in 1994.
There are no material proceedings to which any director, officer or
affiliate of the Company, any owner of record or beneficially of more than
five (5) percent of Company Stock, or any associate of any such person is a
party adverse to the Company or any of its subsidiaries or has a material
interest adverse to the Company or any of its subsidiaries.
The Board of Directors of the Company held twenty-four (24) regular
meetings, one (1) special meeting, and one (1) annual meeting during 1996.
Each director attended at least 75% of the aggregate of meetings of the
Company's Board of Directors and meetings of committees thereof on which
such director served.
All of the directors of the Company also serve as directors of Camden
National, with the exception of Mr. Bartlett, who serves as a director of
United Bank. The Company's Board of Directors has standing Audit,
Executive, Capital, Development, Retirement Plan Administration, Personnel
and Compensation, and Nominating committees. The members of the Audit
Committee are Peter T. Allen, Chairman, Ann W. Bresnahan, John W. Holmes,
David H. Montgomery, and Richard N. Simoneau. The committee met four (4)
times during 1996. The Audit Committee receives and reviews reports on
examinations and accounting audits of the Company, and works to ensure the
adequacy of operating practices, procedures and controls.
- 7 -
</PAGE>
<PAGE>
The Company's Personnel and Compensation Committee (the "Compensation
Committee") met once during 1996 and consists of Kenneth C. Dickey,
Chairman, E. Maynard Graffam, Jr., David H. Montgomery, Richard N. Simoneau,
and nonvoting members Keith C. Patten and June B. Parent. None of the
members of the committee serves on a similar committee for any other company
besides subsidiaries of the Company. The function of the committee is to
oversee personnel relations, salary administration, training programs,
officer selection, management succession and fringe benefits.
The Nominating Committee, which met once in 1996, consists of E.
Maynard Graffam, Jr., Chairman, Kenneth C. Dickey, Rendle A. Jones, John S.
McCormick, David H. Montgomery, Keith C. Patten, and Arthur E. Strout. The
function of the Nominating Committee is to nominate individuals for election
to the Board of Directors, to nominate individuals for the positions of
Chairman and Vice Chairman of the Company, and to nominate individuals to
serve as executive officers of the Company and its subsidiaries.
Nominations for election to the Company's Board of Directors may be
made by any shareholder of the Company. Such nominations must be made in
writing and delivered or mailed to the Company President within seven (7)
days after this Proxy Statement is mailed to shareholders. Nominations must
contain the following information, to the extent known to the person making
the nomination: (a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the total number of
shares of Company Stock that will be voted for each proposed nominee; (d)
the name and residence address of the nominating shareholder; and (e) the
number of shares of Company Stock owned by the nominating shareholder. The
Chairperson presiding at the Annual Meeting of Shareholders may disregard
any nominations not made in accordance herewith, and may instruct vote
tellers to disregard all votes cast for each such nominee.
Executive Compensation
Compensation of Certain Executive Officers
- ------------------------------------------
The following Table sets forth the various elements of compensation
paid to the Named Executive Officers, who are Keith C. Patten, President and
Chief Executive Officer of the Company, Robert W. Daigle, President and
Chief Executive Officer of CNB, and Bruce D. Bartlett, President and Chief
Executive Officer of UB. Named Executive Officers are the CEO of the
Company and those other officers of the Company or its subsidiaries who were
paid at least $100,000 in compensation in 1996. The Table shows
compensation for services rendered for the year ended December 31, 1996, and
the previous two years.
<TABLE>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
Other Annual
Salary(1) Bonus(2) Compensation(3) Options
Name Year ($) ($) ($) (#)
- --------------------- ---- ------- ------- -------------- -------
<S> <C> <C> <C> <C> <C>
Keith C. Patten 1996 239,640 47,884 7,067 0
President and Chief 1995 229,546 41,953 6,861 0
Executive Officer of 1994 217,836 52,447 8,353 0
the Company
Robert W. Daigle 1996 142,000 42,981 3,812 10,000
President and Chief 1995 n/a n/a n/a n/a
Executive Officer of 1994 n/a n/a n/a n/a
Camden National Bank
Bruce D. Bartlett 1996 95,600 1,731 5,163 750
President and Chief 1995 90,000 13,500 8,729 (4) 851
Executive Officer of 1994 90,000 10,800 8,626 (4) 851
United Bank
</TABLE>
- 8 -
</PAGE>
<PAGE>
(1) Includes salaries deferred by contributions to the Camden National Bank
Retirement Savings or United Bank 401(k) Plan (the "401(k) Plans").
The 401(k) Plans are available to all regular employees of Camden National
or United Bank, as the case may be, who are at least 21 years old and have
completed at least one year of eligible service. The Named Executive
Officers were allowed to contribute up to 15% of their respective salaries
to the 401(k) Plans not exceeding the IRS limitation ($9,500 each in 1996).
Also includes Directors' fees for each Named Executive.
(2) Bonuses are listed in the year earned and normally accrued, although
such bonuses may be paid in the following year. Also includes deferred
bonuses.
(3) Amounts shown include premiums paid on insurance policies and
contributions by the Company, Camden National, or United Bank to the
respective accounts of each of the Named Executive Officers in the 401(k)
Plans. The Company and Camden National contributed to the Camden National
401(k) Plan a matching amount equal to 25% of the first 4% of salary
deferred by Mr. Patten, up to the limit specified in Code Section
401(a)(17). United Bank contributed to the United Bank 401(k) Plan a
matching amount equal to 100% of the first 5% of salary deferred by Mr.
Bartlett during 1994, 1995, and the first six months of 1996, and
contributed an amount equal to 25% of the first 4% of salary deferred during
the last six months of 1996, up to the limit specified in Code Section
401(a)(17). The amounts accumulating in the accounts under the 401(k) Plans
are invested as directed by the Named Executive Officers in one of several
investment choices. Participants in the Camden National 401(k) Plan are
immediately vested in the employer contributions to their accounts in the
401(k) Plan. Participants in the United Bank 401(k) Plan become vested 20%
per year from the date of eligibility in the employer contributions to their
accounts in the 401(k) Plan.
(4) Includes discount on shares purchased pursuant to exercise of stock
options.
Stock Options and Similar Awards
- --------------------------------
Mr. Patten has been granted an option to purchase shares of Company
Stock pursuant to the Camden National Corporation 1993 Stock Option Plan
(the "1993 Plan"). The price at which Mr. Patten may purchase shares of
Company stock (the "Exercise Price") pursuant to the 1993 Plan is $17.50 per
share, which was the fair market value of the Company Stock at the time the
options were granted in 1993. Mr. Daigle and Mr. Bartlett have been granted
options to purchase shares of Company Stock pursuant to the 1996 amendment
to the 1993 Plan. The price at which Mr. Daigle and Mr. Bartlett may
purchase shares of Company stock (the "Exercise Price") pursuant to the
amended 1993 Plan is $37.00 per share, which was the market value of the
Company Stock at the time the options were granted in 1996. Prior to the
merger of UnitedCorp, the bank holding company previously owning UB, Mr.
Bartlett was granted options to purchase shares of UnitedCorp stock. The
Company assumed the options in the merger, and the options were converted
into options to purchase shares of Company stock in the same proportion that
shares of UnitedCorp stock were converted into shares of Company stock in
the merger. The Exercise price for Mr. Bartlett ranges between $14.50 and
$18.25 per share of Company stock. For each Named Executive Officer, the
value of an option is the current fair market value per share of Company
Stock, minus the applicable Exercise Price, times the number of shares that
may be purchased under the option.
The following Table shows the options granted to the Named Executive
Officers during 1996.
<TABLE>
Option Grants to the Named Executive Officers During 1996
---------------------------------------------------------
Potential Realizable Value at Assumed
Number of Percent Annual Rates of Stocks Appreciation for
Securities of Total Option Term
Underlying Options
Option Granted to Excercise
Granted Employees Price Expiration
Name (#) Fiscal Year ($) Date 5%($) 10%($)
- ---- ------ ----------- --------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Keith C. Patten 0 0% n/a n/a n/a n/a
Robert W. Daigle 10,000 40% $37.00 07/30/2006 31,300 89,844
Bruce D. Bartlett 750 3% $37.00 07/30/2006 2,347 6,738
</TABLE>
- 9 -
</PAGE>
<PAGE>
The following Table shows the options currently held by the Named
Executive Officers and the value of the unexercised options.
<TABLE>
Option Exercises by the Named Executive Officers During 1996
------------------------------------------------------------
Value of Unexercised Unexercised in-the-Money
Options/SARs Options/SARs Shares(*)
Shares -------------------- ------------------------
Acquired On Value Unexer- Unexer-
Name Exercise Realized Exercisable cisable Exercisable cisable
- ---- ----- ------- ------- ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Keith C. Patten 0 $0.00 60,000 0 $1,290,000 $ 0
Robert W. Daigle 0 $0.00 10,000 0 $20,000 $ 0
Bruce D. Bartlett 0 $0.00 5,000 0 $96,912 $ 0
</TABLE>
* Assumes market price of $39.00 per share, the price in a recently reported
trade of Company Stock.
Retirement Plans
- ----------------
Mr. Patten, Mr. Daigle, and Mr. Bartlett are beneficiaries of the
defined-benefit plan provided by the Company, the Camden National Bank
Defined Benefit Retirement Plan (the "Defined Benefit Plan"), which is
available to all regular employees who are at least 21 years of age and have
completed at least one year of eligible service. Mr. Patten is a beneficiary
of the Camden National Bank Supplemental Executive Retirement Program (the
"SERP"), and the Board of Directors of the Company has approved Mr. Daigle
and Mr. Bartlett to participate in the SERP.
Participants in the Defined Benefit Plan receive upon retirement
payment(s) based on years of service (up to 25 years) times a percentage of
the participant's covered annual compensation during the five consecutive
years out of the last ten years before retirement in which the participant's
compensation was highest. Participants in the SERP receive upon retirement
a 15-year annuity based on years of service (up to 25 years) times a
percentage of the participant's average salary and bonus for the 36 months
of employment by the Company during which the participant's compensation was
highest, reduced by the following amounts: 50% of the participant's
projected Primary Social Security benefits; the participant's benefits under
the Defined Benefit Plan; the portion of the participant's benefits under
the 401(k) Plan arising from employer contributions; and the participant's
benefits under any other incentive or retirement plan that may be instituted
by the Company or its subsidiaries, excluding stock options and the
incentive bonus plan.
The following Tables illustrate the annual retirement benefits payable
to Mr. Patten, Mr. Daigle, and Mr. Bartlett under the two plans, at age 62
and age 65. (Assuming Mr. Daigle and Mr. Bartlett participate in the SERP).
<TABLE>
Pension Plan and SERP Table for Named Executive Officers
--------------------------------------------------------
Mr. Patten Mr. Daigle Mr. Bartlett
---------- ---------- ------------
Retirement at age 62:
<S> <C> <C> <C>
Date 10/1/2001 7/1/2011 10/1/2008
Annual earnings at retirement $355,000 $460,000 $220,000
Annual Benefit:
Pension Plan $ 60,340 $ 52,530 $ 32,200
SERP 146,415 103,625 41,700
-------- -------- --------
Total $206,755 $156,155 $ 73,900
</TABLE>
- 10 -
</PAGE>
<PAGE>
<TABLE>
Pension Plan and SERP Table for Named Executive Officers
--------------------------------------------------------
(continued)
Retirement at age 65:
<S> <C> <C> <C>
Date 10/1/2004 7/1/2014 10/1/2011
Annual earnings at retirement $423,000 $548,000 $262,000
Annual Benefit:
Pension Plan $ 80,250 $ 90,250 $ 60,300
SERP 165,100 126,500 46,900
-------- -------- --------
Total $245,350 $216,750 $107,200
</TABLE>
- -------------------------------------
Assumptions - Annual earnings assumed to increase 6% per year.
Maximum compensation under defined benefit plan - $160,000
for 1997 and future years assumed to increase, based on
$10,000 increments, at annual rate of 4% per year.
The estimated retirement benefits shown in the above Tables are
computed on a life only annuity basis. Compensation is included in the
earnings base for the purpose of calculating total retirement benefits as
shown, which base is equal to the five-year final average salary including
bonus. As of December 31, 1996, the credited years of service under all
retirement plans were twenty years for Mr. Patten, no years for Mr. Daigle,
and seven years for Mr. Bartlett.
Change of Control Agreements
- ----------------------------
The SERP provides that in the event the Company is merged with another
company and the other company survives the merger, and Mr. Patten is not
made an officer of the surviving company and the surviving company does not
assume the Company's obligations under the SERP, the Board of Directors may
authorize a payment to Mr. Patten in an amount to be determined in the
discretion of the Board of Directors. Assuming that Mr. Daigle and Mr.
Bartlett participate in the SERP, the same provisions would apply to them.
Upon joining CNB in January 1996, the bank entered into an agreement
with Mr. Daigle whereby if, within the first three years of his employment,
a change of ownership occurs whereby an outside party acquires majority
stock control of the bank which would result in his termination, the bank
will pay as it falls due his salary through January 1999.
Director Compensation
Directors of the Company receive $350 for attendance at each regular
meeting of the Board of Directors of the Company, and $100 for attendance at
each meeting of a committee of the Board of Directors of the Company. In
addition, the Chairman of the Board of the Company receives a retainer of
$200 per month, and the Secretary to the Board of Directors receives a
retainer of $100 per meeting. No additional fees are paid for membership on
or attendance at meetings of the Boards of Directors of the Company or any
committees of the Board. Directors of Camden National do not receive
compensation for their participation on the bank's Board of Directors, but
do receive $100 for attendance at each meeting of a committee of the Board
of Directors of Camden National. Outside directors of United Bank receive
$150 for attendance at each regular meeting of the Board of Directors of
United Bank, and $80 for attendance at each meeting of a committee of the
Board of Directors of United Bank. In addition, the Chairman of the Board
of United Bank receives a retainer of $750 per year.
There were 24 regular, one special, and one annual meeting of the
Board of Directors of the Company during 1996. The aggregate amount of
fees paid to directors of the Company and its subsidiaries during 1996 for
Board of Directors meetings was $136,470.
- 11 -
</PAGE>
<PAGE>
Director compensation is paid monthly to those directors who do not
defer their compensation. Any director of the Company may defer up to 100%
of their fees and retainer in any calendar year. If a director elects to
defer their compensation, the Company automatically credits the amounts
deferred to interest-earning accounts for each of the respective directors.
Deferred director's fees are paid to participants in a deferral plan, or
their designated beneficiaries, upon their termination as directors.
Compensation Committee Interlocks and Insider Participation
The Personnel and Compensation Committee of the Board of Directors (the
"Compensation Committee") consists of Kenneth C. Dickey, E. Maynard
Graffam, Jr., David H. Montgomery and Richard N. Simoneau. Keith C. Patten,
CEO of the Company, and June B. Parent, an employee of the Company, are
non-voting members of the committee. Many members of the Compensation
Committee and their affiliates and families are borrowers from the Company's
subsidiaries. All loans and credit commitments to such persons were made in
the ordinary course of business and were on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unaffiliated persons, and did not involve more
than the normal risk of collectibility or present other unfavorable features
to the Company's subsidiaries.
Certain Relationships and Related Transactions
Extensions of Credit and Credit Commitments
- -------------------------------------------
Many of the Directors, Executive Officers and significant shareholders
of the Company, members of their immediate families, and corporations and
other organizations of which they are affiliates, are borrowers from the
Company's subsidiaries. All loans and credit commitments to such persons
were made in the ordinary course of business and were on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with unaffiliated persons, and did not
involve more than the normal risk of collectibility or present other
unfavorable features to the Company's subsidiaries.
Other Relationships and Transactions
- ------------------------------------
Rendle A. Jones is a partner in the law firm of Harmon, Jones &
Sanford, which performed legal services for the Company during 1996. The
fees paid by the Company to the law firm totaled less than 5% of the law
firm's gross revenues during 1996. Also, Arthur E. Strout is a partner in
the law firm of Strout & Payson, P.A., which performed legal services for
the Company during 1996. The fees paid by the Company to the law firm
totaled less that 5% of the law firm's gross revenues during 1996.
In August 1996, the Company purchased the residence of Robert and
Brenda Daigle. Mr. Daigle is a director of the Company and is President,
CEO and a director of Camden National Bank. The residence, located in
Bangor, Maine, was independently appraised at $305,000 in June 1996 by
Appraisal Specialists, Inc., and was purchased by the Company at that
appraised value. The property was owned by Mrs. Daigle, subject to a
mortgage to which both Mr. and Mrs. Daigle were obligated. The Company
purchase was made to enable Mr. Daigle to relocate to the bank's market
area, allowing him to focus on his new position without dealing with a
substantial daily commute.
Personnel & Compensation Committee Report
The performance of the Company has a direct bearing on executive
compensation for any given year. When the performance of the Company meets
or exceeds its budgetary expectations, compensation is expected to be more
generous than in years when the budgetary expectations have not been met.
The Compensation Committee remains aware that compensation must not be set
at a level that will inhibit the Company's competitiveness in its market
areas. Nevertheless, level of compensation is also guided in large part by
the Company's need to attract and retain capable executives who can
make a major contribution to the Company's success. The Compensation
Committee has regularly reviewed compensation
- 12 -
</PAGE>
<PAGE>
surveys comparing the Company's subsidiary banks with other banks in the
State of Maine and with other banks nationally in the Company's subsidiary
banks' size grouping.
Compensation Program Components
- -------------------------------
Compensation is based on two primary components: base salary and a
bonus program. Base salary is intended to adequately reward officers and
employees for capable performance within their respective job descriptions,
consistent with keeping the Company competitive within its industry and
market areas. The 1996 bonus program was based on Company performance as
measured against peer group performance. The following Executive Officers
also participate in a deferred compensation plan: Mr. Patten, Mr. Bartlett,
Mr. Averill, Mr. Bishop, Mr. Dailey, Mrs. Kile, Mr. Kimball, Mr. McAvoy, Mr.
Pasquine, Mr. Russell, Mr. Staples, Mrs. Westfall, Mr. Williams, Mr.
Wootton, and Mr. Worthing. The Compensation Committee considers that the
levels of executive pay are both reasonable and necessary to remain
competitive in the market.
Performance Measures
- --------------------
There are several performance measures used in evaluating the
compensation of Executive Officers. In addition to the use of state and
national banking surveys, the specific performance of the Executive Officer
is considered. There is for each Executive Officer, an annual performance
evaluation conducted by an individual in the next level of management, and
the Compensation Committee reviews the performance of the Chief Executive
Officer of the Company. The performance of the Company as a whole and the
financial plan for the ensuing year in particular are guiding factors in
establishing the levels of compensation. However, the general factors of
the business climate, the performance of the Company and the evaluation of
the Executive Officer being considered are all factors being reviewed in
determining executive compensation. It is a central aim of the Compensation
Committee to ensure that each Executive Officer is justly compensated for
his or her contribution, knowing that the contribution directly affects the
Company and the Stockholders.
Stock Option Plan
- -----------------
An additional component of compensation for key employees is the award
of options to purchase shares of Company common stock at fixed prices. The
1993 Stock Option Plan is based on performance in that the options only have
value if the market value of Company stock increases. Pursuant to the 1993
Stock Option Plan, as amended, the Company awarded options to the following
executive officers: Mr. Daigle, Mr. Bartlett, Mr. Dailey, Mr. Kimball, Mr.
McAvoy, Mr. Staples, Mrs. Westfall, Mr. Williams, and Mr. Wootton. Mr.
Patten was awarded options under the 1993 Stock Option Plan.
Compensation of the Chief Executive Officer
- -------------------------------------------
The Compensation Committee annually reviews the Chief Executive
Officer's existing compensation arrangements, the performance of the Company
and the Chief Executive Officer, and the compensation of Chief Executive
Officers in similar Companies of comparable size.
The Chief Executive Officer's compensation is divided into three basic
categories: salary and deferred compensation, bonus, and director's fees.
In past years the salary of the Chief Executive Officer has been
increased based upon performance of the Company in the previous year. The
salary level selected must be within the salary range for Chief Executive
Officers in other similar companies of comparable size. Thus, the Personnel
Department conducts a study of the salary ranges of Chief Executive Officers
in other similar companies of comparable size as shown by published
compensation surveys, and provides its results to the Compensation Committee
along with supporting data and a suggested salary range for the year. The
salary for the Chief Executive Officer for 1996 was increased 4.4% over
1995, based on the Company's substantial net profits for the 1995 fiscal
year.
The second part of the Chief Executive Officer's compensation program
is based upon the bonus program which applies to all officers and employees.
The 1996 bonus program was based on the Company's performance compared to
peer group performance.
- 13 -
</PAGE>
<PAGE>
The third portion of the compensation program is director's fees, which
are the same for all directors.
The total compensation package for the Chief Executive Officer is
competitive with the compensation programs provided by other similar
companies of comparable size. Moreover, the Personnel and Compensation
Committee believes that it has set compensation at levels that reflect the
Chief Executive Officer's contribution towards the Company's success and
achievement of objectives. The foregoing report regarding compensation has
been submitted by the Company's Compensation Committee, including the
following members:
Kenneth C. Dickey David H. Montgomery June B.Parent(non-voting)
E. Maynard Graffam, Jr. Richard N. Simoneau Keith C. Patten(non-voting)
Stock Performance
Federal regulations require that a graph be included in this proxy
statement to provide a comparison of total shareholder return on the common
stock of the Company with that of other comparable issuers. The following
graph illustrates the estimated annual percentage change in the Company's
cumulative total shareholder return on its common stock for the period
January 1, 1996 through December 31, 1996. 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 companies of
similar capitalization value as measured by the Russell 2000 Stock Index.
The graph assumes a $100 investment on January 1, 1996 in the common stock
of the Company, the NASDAQ banks as a group, and the Russell 2000 companies
as a group and measures the amount by which the market value of each,
assuming reinvestment of dividends, has increased as of December 31, 1996.
[ Line graph here with information described above. The graph has ]
[ three lines, one for each of the following: Camden National ]
[ Corporation, Russell 2000 Index and NASDAQ Bank Index. Each line ]
[ starts at $100.00 on January 1, 1996. ]
[ The following shows the position of each line at December 31, 1996: ]
[ Camden National Corp line - $105.16 ]
[ Russell 2000 Index line - $115.51 ]
[ NASDAQ Bank Index line - $125.35 ]
The Board of Directors recommends a vote "FOR" each of the five (5)
nominees for positions on the Board.
PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Berry, Dunn, McNeil & Parker has served as the Company's accountant
since the Company's formation in 1985, and as Camden National's accountant
since 1980. Berry, Dunn, McNeil & Parker has been selected to continue to
serve as the Company's accountant for 1997. There have been no disagreements
with Berry, Dunn, McNeil & Parker on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
At the Annual Meeting, shareholders will be asked to ratify the appointment
of Berry, Dunn, McNeil & Parker as the Company's accountant for the fiscal
year ending December 31, 1997. Representatives of Berry, Dunn, McNeil &
Parker will be present at the Annual Meeting with the opportunity to make a
statement and to respond to appropriate questions.
The Board of Directors recommends a vote "FOR" ratification of the
selection of Berry, Dunn, McNeil & Parker as the Company's accountants for
1997.
- 14 -
</PAGE>
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers, directors and persons who beneficially own more than ten (10)
percent of the stock of the Company to file initial reports of ownership
and reports of changes in ownership. Such persons are also required by SEC
regulations to furnish the Company with copies of these reports.
During the period January 1, 1996 through December 31, 1996, to the
Company's knowledge, Robert J. Gagnon, a director, failed through
administrative error to timely report upon election to the Board of
Directors, which has since been corrected; Randall A. Bishop, Joanne T.
Campbell, and Charles A. Wootton, each an executive officer, failed through
administrative error to timely report upon appointment as executive
officers, which has since been corrected. To the Company's knowledge, all
other filing requirements were timely complied with.
FINANCIAL STATEMENTS
An annual report to shareholders, including consolidated financial
statements of the Company and its subsidiaries prepared in conformity with
generally accepted accounting principles, is being distributed to all
Company shareholders of record and is enclosed herewith. The Company's
Annual Report to the Securities and Exchange Commission on Form 10-K may
be obtained without charge upon written request directed to Robert E.
Worthing, Clerk, Two Elm Street, Camden, Maine 04843.
SHAREHOLDERS' PROPOSALS
It is expected that the 1998 Annual Meeting of Shareholders of the
Company will be held on May 5, 1998. Any proposals intended to be
presented at the 1998 Annual Meeting must be received at the Company's
offices on or before December 6, 1997, in order to be considered for
inclusion in the Company's Proxy Statement and Proxy Form relating to such
meeting.
OTHER MATTERS
The Annual Meeting is called for the purposes set forth in this
notice. Management is not aware of any other matter that will come before
the meeting. However, if any other business should come before the
meeting, your Proxy, if signed and returned, will give to the persons
designated in it discretionary authority to vote according to their best
judgement. It is the intention of the persons named in the Proxy to vote
pursuant to the Proxy in accordance with the recommendations of Management.
By Order of the Board of Directors
Rendle A. Jones, Secretary
Date: April 4, 1997
- 15 -
</PAGE>
