Dear Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of Camden National Corporation (the "Company") to be held on the 4th day of
May, 1999, at 3:30 p.m., local time, at the Service 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 1998 Annual
report.
At the Annual Meeting, you will be asked to elect two (2) 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 1999.
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 extremely important. Therefore, 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 3, 1999.
As always, your continued support is greatly appreciated.
Sincerely,
Rendle A. Jones (signature)
Rendle A. Jones
Chairman of the Board
Keith C. Patten (signature)
Keith C. Patten
President and Chief Executive Officer
Date: April 5, 1999
Camden National Corporation
Notice of Annual Meeting of Shareholders
to be held May 4, 1999
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 4, 1999, 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 elect two (2) 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 1999.
(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 29, 1999
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 (signature)
Arthur E. Strout
Secretary
Date: April 5, 1999
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 3, 1999. 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.
PROXY STATEMENT
Annual Meeting of Shareholders
to be held May 4, 1999
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 4, 1999. Only shareholders of record as of March 29, 1999 will be entitled
to notice of, and to vote at, the Annual Meeting. Each share is entitled to
cast one vote for up to two (2) 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 29, 1999, 6,640,414 shares of
the Company's common stock, no par value (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 5, 1999. 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 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 1999.
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 6,640,414 shares of common stock outstanding on March 29, 1999,
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 two (2)
directors, and to ratify the selection of Berry, Dunn, McNeil & Parker as the
Company's independent public accountant for 1999.
PRINCIPAL SHAREHOLDERS
As of March 29, 1999, there were 6,640,414 shares of Company Stock
outstanding, held of record by shareholders. Only shareholders of record as of
March 29, 1999 shall be entitled to vote at the Annual Meeting and each share
is entitled to one vote.
<PAGE>
The following table sets forth information with respect to the beneficial
ownership of Company stock as of March 29, 1999, 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.
Percentage of
Number of Shares
5% or Greater Shareholders: Shares Held Outstanding
Kenneth C. & Prudence G. Dickey 737,101 11.1
13 Curtis Avenue
Camden, ME 04843
Directors and Nominees:
Peter T. Allen 9,450 (1) *
Ann W. Bresnahan 23,940 (2) *
Royce M. Cross 10,227 *
Robert W. Daigle 32,274 (3) *
Robert J. Gagnon 2,028 *
John W. Holmes 4,410 *
Rendle A. Jones 50,629 *
John S. McCormick, Jr. 20,700 *
Keith C. Patten 222,105 (4) 3.3
Richard N. Simoneau 21,240 *
Arthur E. Strout 43,195 *
Officers and Directors as a Group: 1,246,774 (5) 18.8
<PAGE>
- --------------------------------
* Less than one (1) percent.
(1) Includes 450 shares over which voting and dispositive power are shared
with spouse.
(2) Includes 5,940 shares over which voting and dispositive power are shared
with spouse.
(3) Includes 30,000 shares underlying stock options exercisable within 60 days.
(4) Includes 45 shares over which voting and dispositive power are shared with
spouse; and 90,000 shares underlying stock options exercisable within 60
days.
(5) 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
Two (2) directors have been nominated for election to the Board of
Directors to serve until the 2002 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 two (2) 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, 1998) and current positions held with the Company and
its subsidiaries: Camden National Bank (CNB), United Bank (UB), and Trust
Company of Maine, Inc. (TCOM).
Position Current Term of Positions with
Nominees: Age with Company Directorship Subsidiaries
Royce M. Cross 47 Director 1999 Director & Chairman, UB
John W. Holmes 53 Director 1999 Director, CNB
The Board of Directors recommends a vote "FOR" each of the two (2) nominees
for positions on the Board.
<PAGE>
Following is a list of directors not currently nominated for election to
the Board of Directors, executive officers, and key employees including age (as
of December 31, 1998) and current positions with the Company and/or its
subsidiaries: CNB, UB, and TCOM.
Other Directors Position Term of Positions with
and Officers Age with Company Directorship Subsidiaries
Peter T. Allen 63 Director 2001 Director, CNB
Ann W. Bresnahan 47 Director 2000 Director, CNB
Robert W. Daigle 49 Director 2000 President & CEO, CNB
Director, CNB
Director, TCOM
Robert J. Gagnon 51 Director 2000 Director, CNB
Rendle A. Jones 56 Director & 2000 Director & Secretary, CNB
Chairman Director, UB
John S. McCormick,Jr 67 Director 2001 Director, CNB
Keith C. Patten 59 Director 1999 Director & Chairman, CNB
President & CEO Director, UB
Richard N. Simoneau 62 Director 2001 Director, CNB
Director, TCOM
Arthur E. Strout 63 Director 2000 Director, CNB
Andrew P. Averill* 55 ----- Chairman & CEO, TCOM
Director, TCOM
Bruce D. Bartlett 52 ----- President & CEO, UB
Director, UB
Director, TCOM
Joanne T. Campbell 36 ----- Vice President, CNB
Stephen D. Dailey 49 Vice President -----
James C. Ebbert 50 ----- Assistant to the
President, CNB
Shirley B. Kile* 50 ----- Executive Vice Presiden
& Treasurer, TCOM
Director, TCOM
James M. Kimball* 49 ----- Vice President, UB
<PAGE>
Other Directors Position Term of Positions with
and Officers Age with Company Directorship Subsidiaries
Michael A. McAvoy 52 ----- Senior Vice President,CNB
R. Paul Pasquine* 51 ----- Executive Vice President
& COO,TCOM
Director, TCOM
Jeffrey D. Smith 35 Vice President & COO ----
Stephen C. Staples 48 ----- Vice President, CNB
Susan M. Westfall 42 Vice President, Clerk Vice President
Treasurer & CFO & Cashier, CNB
John P.(Jack)Williams 51 ----- Senior Vice President,CNB
Charles A. Wootton 42 ----- Vice President, CNB
*Key employee; not a director or executive officer
All directors of the Company serve 3-year terms. All of the officers and
key employees listed will hold office as elected by the Board of Directors.
There are no arrangements or understandings between any of the directors,
officers or key employees 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, or any of the above key employees have been
selected as key employees. There are no "family 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, key employee, director, and nominee for director is set forth below.
None of the organizations in the descriptions below except Camden National
Bank, United Bank, and Trust Company of Maine are affiliated with the Company.
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. Mr. Jones has been a director of the Company and Camden National
Bank since 1988, and became Chairman of the Company in 1998. Mr. Jones has
also been a director of United Bank since 1996.
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 Bank since 1976, and was elected the Board Chairman in 1996;
at which time he stepped down as President and CEO of Camden National Bank in
order to focus on management of the Company. Mr. Patten has also been a
director of United Bank since 1996.
Peter T. Allen. Mr. Allen is a private investor. He is also, the past
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 Bank since 1991.
<PAGE>
Ann W. Bresnahan. Ms. Bresnahan is a full-time volunteer and civic leader.
She has been a director of the Company and Camden National Bank since 1990.
Royce M. Cross. Mr. Cross is President of Cross Insurance and its
affiliated offices located throughout Maine. Employed in the insurance
business for 29 years, he has been President of Cross Insurance for the past 16
years. Mr. Cross has been a director of United Bank since 1991 and has served
as Chairman of that bank since 1995. He was elected as a director of the
Company in January 1998.
Robert J. Gagnon. Mr. Gagnon is Manager of the Rockland Super Shop-n-
Save, a position he has held for sixteen years. Mr. Gagnon was elected a
director of the Company and Camden National Bank in 1996.
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 Bank
since 1989.
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 Bank
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 Bank since
1984 and 1978, respectively. Mr. Simoneau has also been a director of Trust
Company of Maine, Inc. since January 1998.
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
Bank since 1984 and 1979, respectively.
Robert W. Daigle. Mr. Daigle has been a director of the Company and
Camden National Bank since 1996, after being named President and Chief
Executive Officer of Camden National Bank effective January 8, 1996.
Mr. Daigle has also been a director of Trust Company of Maine, Inc. since 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 served as a director of the Company
during 1996 and 1997, and stepped down as a director effective December 31,
1997. Mr. Bartlett has also been a director of 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. Mr. Bartlett has also been a director of Trust Company of
Maine, Inc. since its inception in 1994.
Andrew P. Averill. Mr. Averill has been Chairman and Chief Executive
Officer of Trust Company of Maine, Inc. 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.
Joanne T. Campbell. Mrs. Campbell joined Camden National Bank in March of
1996 as Vice President for the residential mortgage lending area. She has over
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 Information
Systems for the Company since 1996. Prior to that, he had been Vice President
of Operations at Camden National Bank since 1985.
<PAGE>
James C. Ebbert. Mr. Ebbert joined Camden National Bank in October of
1998 as Assistant to the President. He has over 25 years of business and
management experience. Most recently he was a Certified Turnaround
Professional who lead the operational and financial restructuring of various
companies.
Shirley B. Kile. Mrs. Kile serves as Executive Vice President and
Treasurer of Trust Company of Maine, Inc. 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 Bank since 1994. He was recently promoted to Senior
Vice President. 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 serves as Executive Vice President and
Chief Operating Officer of Trust Company of Maine, Inc. He has over 15 years
of management experience in trust and employee benefit plan administration.
Jeffrey D. Smith. Mr. Smith has been Vice President and Chief Operations
Officer for the Company since 1997. 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 Bank 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. During 1997 her responsibilities were
expanded to include those of Clerk. She also has been with Camden National
Bank since 1979, and was promoted to Vice President in 1991. During 1997 her
responsibilities were expanded to include those of Cashier, Investment, and
Trust Officer.
John P. (Jack) Williams. Mr. Williams has been with Camden National Bank
since 1982, and has been Senior Vice President of Camden National Bank since
1994. His primary area of business is commercial lending and administration.
Charles A. Wootton. Mr. Wootton has been Vice President and Branch
Administration Officer of Camden National Bank 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 twelve (12) regular meetings,
one (1) special meeting, and one (1) annual meeting during 1998. 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.
<PAGE>
All of the directors of the Company also serve as directors of Camden
National Bank, with the exception of Mr. Cross, 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, Robert J. Gagnon, John W.
Holmes, and Richard N. Simoneau. The committee met four (4) times during 1998.
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.
The Company's Personnel and Compensation Committee (the "Compensation
Committee") met once during 1998 and consisted of Richard N. Simoneau,
Chairman, Robert J. Gagnon, Rendle A. Jones, 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 1998, consisted of Richard N.
Simoneau, Chairman, Peter T. Allen, John S. McCormick Jr., 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 Camden National Bank, Bruce D. Bartlett, President and
Chief Executive Officer of United Bank, Michael A. McAvoy, Senior Vice
President of Camden National Bank, and John P. (Jack) Williams, Senior Vice
President of Camden National Bank. 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 1998. The Table shows compensation
for services rendered for the year ended December 31, 1998, and the previous
two years.
<PAGE>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
Other Annual
Name Year Salary (1) Bonus (2) Compensation (3) Options (#)
Keith C. Patten 1998 $ 315,283 $ 35,186 $ 18,134 0
President and Chief 1997 272,668 30,593 15,785 0
Executive Officer of 1996 232,290 47,884 14,417 0
the Company
Robert W. Daigle 1998 167,885 20,113 16,636 0
President and Chief 1997 150,000 16,980 13,661 0
Executive Officer of 1996 135,000 42,981 10,812 30,000
Camden National Bank
Bruce D. Bartlett 1998 106,827 6,057 6,377 0
President and Chief 1997 95,000 14,966 14,415 0
Executive Officer of 1996 90,000 1,731 10,763 2,250
United Bank
Michael A. McAvoy 1998 94,692 11,344 5,431 0
Senior Vice President 1997 88,000 10,006 4,439 0
Camden National Bank 1996 83,024 9,892 4,354 15,000
John P. (Jack) Williams 1998 90,519 12,890 5,389 0
Senior Vice President 1997 79,000 8,982 4,518 0
Camden National Bank 1996 75,013 7,212 4,217 15,000
(1) Includes salaries deferred by contributions to the Company's 401(k)
Plan. The 401(k) Plan is available to all regular employees of the
Company, 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) Plan not
exceeding the IRS limitation ($10,000 each in 1998).
(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, director
fees, and personal use of employer provided vehicles and contributions
by the Company, Camden National Bank, or United Bank to the respective
accounts of each of the Named Executive Officers in the 401(k) Plan.
The Company, Camden National Bank and United Bank contributed to the
Company's 401(k) Plan a matching amount equal to 25% of the first 4%
of salary deferred by Named Executives, up to the limit specified in
Code Section 401(a)(17) during 1998. Prior to the standardization of
the Company's 401(k) Plans, July 1, 1996, 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 the first six months
of 1996. Prior to January 1, 1996, United Bank did not have a Defined
Benefit Retirement Plan, therefore, a greater match on the 401(k) Plan
had existed. 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 Company's 401(k) Plan
are immediately vested in the employer contributions to their accounts
in the 401(k) Plan.
(4) Includes discount on shares purchased pursuant to exercise of stock
options.
<PAGE>
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 $5.83 per share, which was
the fair market value of the Company Stock at the time the options were granted
in 1993. Mr. Daigle, Mr. Bartlett, Mr. McAvoy, and Mr. Williams were also
granted options to purchase shares of Company Stock pursuant to the 1996
amendment to the 1993 Plan. The price at which Mr. Daigle, Mr. Bartlett, Mr.
McAvoy, and Mr. Williams may purchase shares of Company Stock (the "Exercise
Price") pursuant to the amended 1993 Plan is $12.33 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
United Bank granted Mr. Bartlett 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 ranged
between $4.83 and $6.08 per share of Company stock. Mr. Bartlett exercised all
of his options during 1997. 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. There were no options granted during 1998.
Option Exercises by the Named Executive Officers During 1998
Value of
Unexercised Unexercised in-the-Money
Options/SARs Options/SARs Shares (2)
Shares
Acquired Value Exer- Unexer- Unexer-
Name On Exercise Realized(1) cisable cisable Exercisable cisable
Keith C. Patten 0 $1,695,000 90,000 0 $1,320,300 $ 0
Robert W. Daigle 0 0 30,000 0 245,100 0
Bruce D. Bartlett 0 0 0 0 0 0
Michael A. McAvoy 0 0 15,000 0 122,550 0
John(Jack) Williams 0 0 15,000 0 122,550 0
(1) The "value realized" represents the difference between the base (or
exercise) price of the option shares and the market price of the option
shares on the date the option was exercised. The value realized was
determined without considering any taxes which may have been owed.
(2) Assumes market price of $20.50 per share, which was the closing price of a
share of common stock reported or the American Stock Exchange on December
31, 1998.
Retirement Plans
Mr. Patten, Mr. Daigle, Mr. Bartlett, Mr. McAvoy and Mr. Williams are
beneficiaries of the defined- benefit plan provided by the Company, the
Camden National Corporation 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. In
addition, Mr. Patten, Mr. Daigle, Mr. Bartlett, Mr. McAvoy and Mr. Williams
are also beneficiaries of a Supplemental Executive Retirement Program (the
"SERP").
<PAGE>
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 estimated annual retirement benefits
payable to Mr. Patten, Mr. Daigle, Mr. Bartlett, Mr. McAvoy and Mr. Williams
under the two plans, at age 62 and age 65.
Pension Plan and SERP Table for Named Executive Officers
Mr. Patten Mr. Daigle Mr. Bartlett Mr. McAvoy Mr. Williams
Retirement at
age 62: Oct 1, 2001 Jul 1, 2011 Oct 1, 2008 Dec 1, 2008 Jan 1, 2010
Annual earnings
at retirement $412,000 $394,000 $194,000 $187,000 $189,000
Annual Benefit:
Pension Plan $ 57,200 $ 50,800 $ 27,300 $ 30,000 $ 51,000
SERP 183,000 105,800 36,400 40,600 48,600
Total $240,200 $156,600 $ 63,700 $ 70,600 $ 99,600
Retirement at
age 65: Oct 1, 2004 Jul 1, 2014 Oct 1, 2011 Dec 1, 2011 Jan 1, 2013
Annual earnings
at retirement $490,000 $469,000 $231,000 $223,000 $225,000
Annual Benefit:
Pension Plan $ 79,800 $ 86,600 $ 51,100 $ 54,900 $ 77,900
SERP 206,500 130,900 41,100 44,200 39,700
Total $286,300 $217,500 $ 92,200 $ 99,100 $117,600
Assumptions - Annual earnings assumed to increase 6% per year from 1998
to assumed retirement date.
Maximum compensation under defined benefit plan - $160,000 for 1998 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, 1998, the credited years of service under all retirement plans were
twenty-two years for Mr. Patten, two years for Mr. Daigle, nine years for
Mr. Bartlett, four years for Mr. McAvoy, and sixteen years for Mr. Williams.
<PAGE>
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, Mr. Daigle,
Mr. Bartlett, Mr. McAvoy and Mr. Williams are not made officers 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 Named Executive Officers in an amount to be determined in the discretion
of the Board of Directors.
Director Compensation
Directors of the Company received $400 for attendance at each regular
meeting of the Board of Directors of the Company, and $150 for attendance at
each meeting of a committee of the Board of Directors of the Company during
1998. In addition, the Chairman of the Board of the Company received a
retainer of $200 per month, and the Secretary to the Board of Directors
received 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 Bank
received $400 for attendance at each regular meeting of Board of Directors of
Camden National Bank, and $150 for attendance at each meeting of a committee
of the Board of Directors of Camden National Bank. Outside directors of United
Bank receive $200 for attendance at each regular meeting of the Board of
Directors of United Bank, and $100 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 $1,000 per year.
There were 12 regular, one special, and one annual meeting of the Board of
Directors of the Company during 1998. The aggregate amount of fees paid to
directors of the Company and its subsidiaries during 1998 for Board of
Directors meetings was $150,510.
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. Quarterly
shares of Company Stock are purchased by the plan for those directors electing
this option. Deferred director's fees and/or stock are paid to participants in
a deferral plan, or their designated beneficiaries, upon their termination as
directors.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee consisted of Richard N. Simoneau, Chairman,
Robert J. Gagnon, Rendle A. Jones, and nonvoting members Keith C. Patten and
June B. Parent. 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.
<PAGE>
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 1998. The fees paid by
the Company to the law firm totaled less than 5% of the law firm's gross
revenues during 1998. Also, Arthur E. Strout is a partner in the law firm
of Strout & Payson, P.A., which performed legal services for the Company
during 1998. The fees paid by the Company to the law firm totaled less that
5% of the law firm's gross revenues during 1998.
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 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
performance-based incentive compensation 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 performance-based
compensation program is designed to create an environment where employees
take a more personal interest in the performance of the Company and are
rewarded for balancing profit with growth and quality with productivity.
The following Executive Officers also participate in a deferred compensation
plan: Mr. Averill, Mr. Bartlett, Mrs. Campbell, Mr. Daigle, Mr. Dailey,
Mrs. Kile, Mr. Kimball, Mr. McAvoy, Mr. Pasquine, Mr. Patten, Mr. Smith,
Mr. Staples, Mrs. Westfall, Mr. Williams, and Mr. Wootton. 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,
<PAGE>
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 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: Mrs. Campbell, Mr. Daigle, Mr. Bartlett, Mr. Dailey, Mr. Kimball,
Mr. McAvoy, Mr. Smith, 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, performance-based incentive
compensation, 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 1998 was increased 15.6% over 1997, based on the Company's net
profits for the 1997 fiscal year.
The second part of the Chief Executive Officer's compensation program is
based upon the performance-based incentive compensation program which applies
to all officers and employees. The 1998 performance-based incentive
compensation program resulted in additional compensation for the Chief
Executive Officer of 11.2%.
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 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:
Richard N. Simoneau, Robert J. Gagnon, Rendle A. Jones, June B. Parent
(non-voting), and Keith C. Patten (non-voting).
<PAGE>
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, 1998. Forpurposes 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, 1998.
Chart here comparing the following:
Camden Natl Corp Russell 2000 Index NASDAQ Bank Index
01/01/96 $100.00 $100.00 $100.00
12/31/96 105.16 115.51 125.35
12/31/97 152.79 120.52 163.59
12/31/98 108.39 88.23 87.32
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 Bank's accountant
since 1980. Berry, Dunn, McNeil & Parker has been selected to continue to
serve as the Company's accountant for 1999. 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, 1999. 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 1999.
<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, 1998 through December 31, 1998, to the
Company's knowledge all 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 Susan M. Westfall,
Clerk, Two Elm Street, Camden, Maine 04843.
SHAREHOLDERS' PROPOSALS
It is expected that the 2000 Annual Meeting of Shareholders of the Company
will be held on May 2, 2000. Any proposals intended to be presented at the
1999 Annual Meeting must be received at the Company's offices on or before
December 3, 1999, 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
Arthur E. Strout (signature)
Arthur E. Strout
Secretary
Date: April 5, 1999
