PROXY STATEMENT PURSUANT TO SECTION 14 (A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e) (2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (s) 240.14a-11(c) or (s) 240.14a-12
Camden National Corporation
----------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Camden National Corporation
----------------------------------------------------------
(Name of Person(s) 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) (4) and 0-11.
(1) Title of each class of securities to which transaction applies:
____________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
____________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
____________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
_____________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_____________________________________________________________________
(3) Filing Party:
_____________________________________________________________________
(4) Date Filed:
_____________________________________________________________________
CAMDEN NATIONAL CORPORATION
Two Elm Street
Camden, Maine 04843
Dear Shareholders:
You are cordially invited to attend a Special Meeting of Shareholders of
Camden National Corporation (the "Company") to be held on the 9th day of
November, 1998, at 3:30 p.m., local time, at the Service Center, Fox Ridge
Office Park, Route One, Rockport, Maine 04856. Your Notice of the Special
Meeting, Proxy Statement and Proxy Form are enclosed.
At the Special Meeting, you will be asked to 1) consider and act upon a
proposal to approve an amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of Common Stock from 5,000,000 shares
to 10,000,000 shares and 2) consider and act upon any other business which may
properly come before the meeting.
The Board of Directors recommends that you vote "FOR" the amendment to the
Company's Articles of Incorporation authorizing an increase in the number of
authorized shares of Common Stock from 5,000,000 shares to 10,000,000 shares.
Your vote is extremely important. Therefore, whether or not you plan to
attend the Special 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 November 6, 1998.
As always, your continued support is greatly appreciated.
Sincerely,
Rendle A. Jones
Chairman of the Board
Keith C. Patten
President and Chief Executive Officer
Date: September 30, 1998
CAMDEN NATIONAL CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held November 9, 1998
TO OUR SHAREHOLDERS:
Notice is hereby given that pursuant to the call of the Board of Directors,
a Special Meeting of Shareholders of Camden National Corporation (the "Company")
will be held on November 9, 1998, at 3:30 p.m., local time, at the Service
Center of Camden National Corporation, Fox Ridge Office Park, Route One,
Rockport, Maine 04856.
The purposes of the meeting are:
(1) To consider and act upon a proposal to approve an amendment to the
Company's Articles of Incorporation to increase the number of
authorized shares of Common Stock from 5,000,000 shares to 10,000,000
shares.
(2) To consider and act upon any other business which may properly come
before the meeting.
Only shareholders of record at the close of business on September 28,
1998 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
Arthur E. Strout
Secretary
Date: September 30, 1998
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., November 6, 1998. Shares of Common Stock represented by Proxies
which are returned unmarked will be voted in favor of the amendment to the
Articles of Incorporation and, in the discretion of Management, upon such other
business as may properly be presented at the meeting.
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD November 9, 1998
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 Special Meeting of Shareholders of the Company to be
held November 9, 1998. Only shareholders of record as of September 28, 1998
will be entitled to notice of, and to vote at, the Special Meeting. Each share
is entitled to one vote on the matters at this Special Meeting.
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 September 30, 1998.
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: Arthur E. Strout,
Secretary, Two Elm Street, Camden, Maine 04843; or a Proxy may be revoked
personally at the Special Meeting by written notice to the Secretary at the
Special 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 in favor of
the proposals described herein.
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 2,248,060 shares of common stock outstanding on September 28,
1998, the record date for this meeting. If a quorum is present at the meeting
the affirmative vote of a simple majority of shares voting is required to amend
the Articles of Incorporation to increase the number of authorized shares of
Common Stock from 5,000,000 shares to 10,000,000 shares. Abstentions will be
treated as shares that are present and entitled to vote for purposes of
determining the presence of a quorum, but as unvoted for purposes of
determining the approval of any matter submitted to shareholders for a vote.
If a broker indicates on the proxy that it does not have discretionary
authority as to certain shares to vote on a particular matter, those shares
will not be considered as present and entitled to vote with respect to that
matter.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
As of September 28, 1998, there were 2,248,060 shares of the Common Stock
outstanding, no par value, held of record by 791 shareholders. Only
shareholders of record as of September 28, 1998 shall be entitled to vote at
the Special Meeting and each share is entitled to one vote.
The following table sets forth information with respect to the beneficial
ownership of the Common Stock as of September 28, 1998, by (i) each person
known by the Company to own beneficially more than five (5) percent of the
Company's outstanding Common Stock, (ii) each current director of the Company,
and (iii) 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 the Common Stock has
sole voting and investment power with respect to all shares of stock
beneficially owned by him as set forth opposite his name.
Percentage of
Amount of Common Stock
5% or Greater Shareholders: Common Stock Outstanding
Kenneth C. & Prudence G. Dickey 281,464 12.5
13 Curtis Avenue
Camden, ME 04843
Estate of Gilbert C. Harmon 128,820 5.7
P.O. Box 190
Camden, ME 04843
Directors and Certain Executive Officers:
Peter T. Allen 3,150 *
Ann W. Bresnahan 7,980 *
Royce M. Cross 2,594 *
Robert W. Daigle 10,658 *
Robert J. Gagnon 676 *
John W. Holmes 1,470 *
Rendle A. Jones 16,283 *
John S. McCormick, Jr. 6,000 *
Keith C. Patten 103,402 4.6
Richard N. Simoneau 7,080 *
Arthur E. Strout 14,865 *
Executive Officers & Directors
as a group (20 persons): 199,329 8.9
________________________________
* Less than one (1) percent.
(1) Includes 150 shares over which voting and dispositive power are shared
with spouse.
(2) Includes 1,980 shares over which voting and dispositive power are shared
with spouse.
(3) Includes 10,000 shares underlying stock options exercisable within 60 days.
(4) Includes 5,760 shares over which voting and dispositive power are shared
with spouse; and 60,000 shares underlying stock options exercisable
within 60 days.
(5) Shared voting and/or dispositive power over some shares; includes 19,000
shares underlying stock options exercisable within 60 days.
PROPOSAL 1
TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK WHICH THE COMPANY HAS
THE AUTHORITY TO ISSUE FROM 5,000,000 SHARES TO 10,000,000 SHARES
On August 25, 1998, the Board of Directors adopted an amendment to the Company's
Articles of Incorporation, subject to approval by the shareholders, to increase
the number of authorized shares of Common Stock from 5,000,000 shares to
10,000,000 shares. The Board of Directors also directed that the proposed
amendment be submitted for action at the Special Meeting of Shareholders to be
held on November 9, 1998.
The Company's Articles of Incorporation currently authorizes the issuance of a
total of 5,000,000 shares of Common Stock, no par value. The proposed
amendment will increase the total number of authorized shares to 10,000,000.
The amendment will modify the first paragraph of Article FOURTH of the Articles
of Incorporation to read as follows:
FOURTH: There shall be only one class of shares - common.
Par value of each (if none, so state) - none.
Number of shares authorized - 10,000,000
The aggregate par value of all authorized shares having a par value is
none. The total number of authorized shares without par value is
10,000,000 shares.
The additional shares of Common Stock for which authorization is sought would
be identical to the shares of Common Stock now authorized. If the proposed
amendment is adopted, it will become effective upon the filing of the proposed
amendment with the Maine Secretary of State.
On August 25, 1998, the Board of Directors authorized a three-for-one split of
the Company's Common Stock, subject to receipt of shareholder approval of an
amendment to the Company's Articles of Incorporation to increase the Company's
authorized Common Stock. An increase in the authorized Common Stock is
necessary to permit the split to occur since the Company does not have a
sufficient number of authorized but unissued shares to carry out the split.
The Board of Directors believes that the adoption of the proposed amendment to
the Articles of Incorporation is advantageous to the Company and its
shareholders. It would provide sufficient authorized shares of Common Stock to
effect the three-for-one stock split.
In the event shareholder approval of this proposal is obtained, after giving
effect to the proposed three-for-one stock split, the Company would have a
total of 3,255,820 authorized but unissued shares of Common Stock remaining
available pursuant to its Articles of Incorporation, of which 274,500 shares
would be reserved for issuance under the Company's stock option plan. These
additional authorized shares of Common Stock will restore the Company's
flexibility to issue Common Stock as the Board of Directors believes advisable.
The additional authorized shares of Common Stock could be used from time to
time for corporate purposes which the Board of Directors may deem desirable,
including without limitation, issuances for stock splits, stock dividends or
other distributions, financings, acquisitions, stock grants, stock options and
employee benefit plans. The authorized but unissued shares of Common Stock
could also be used by the incumbent Board of Directors to make a change in
control of the Company more difficult. Under certain circumstances, such
shares could be used to frustrate persons seeking to effect a takeover or
otherwise gain control of the Company. For example, it may be possible to
privately place shares with purchasers who might assist the Board in opposing
a hostile takeover bid.
Holders of Common Stock do not have preemptive rights to subscribe to any
future issuances of Common Stock by the Company. Therefore, any future issuances
of Common Stock could dilute the ownership percentage and voting control of
current shareholders and decrease the per share earnings ratio and other per
share ratios.
The Company currently has no plans, understandings or agreements to issue
additional authorized shares of Common Stock other than to effect the three-for-
one stock split declared in August 1998. Unless required by law or the rules of
American Stock Exchange, or other stock exchange on which the Common Stock may
then be listed, no further authorization or vote of Company shareholders will be
needed for the issuance of any authorized shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT
TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
OTHER MATTERS
Management knows of no other matters which may properly be and are likely to be
brought before the meeting, other than the matter discussed herein. However, if
any other matters properly come before the meeting, the persons named in the
enclosed proxy will vote in accordance with their best judgment.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on the proposal specified.
Proxies will be voted as specified. If signed proxies are returned without
specifying an affirmative or negative note on any proposal, the shares
represented by such proxies will be voted in favor of the Board of Directors'
recommendation.
By order of the Board of Directors
Arthur E. Strout
Secretary
