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As filed with the Securities and Exchange Commission on November 10, 1999
Registration Statement No. 333-89407
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
CAMDEN NATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
MAINE 01-0413282
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2 Elm Street
Camden, Maine 04843
(207) 236-8821
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
_______________________________
Robert W. Daigle
President and Chief Executive Officer
Camden National Corporation
2 Elm Street
Camden, Maine 04843
(207) 236-8821
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
William Pratt Mayer, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
_____________________________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information in this prospectus is not complete and may be changed +
+ These securities may not be sold until the registration statement filed +
+ with the Securities and Exchange Commission is effective. This prospectus +
+ is not an offer to sell these securities and is not soliciting an offer to +
+ buy these securities in any state where the offer or sale is not permitted +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, November 10, 1999
Prospectus
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125,000 Shares
CAMDEN NATIONAL CORPORATION
Common Stock
(no par value)
__________________
This prospectus relates to the offering and sale of 125,000 shares of common
stock, no par value, of Camden National Corporation to one or more investors at
a purchase price of $____ per share, or an aggregate purchase price of
approximately $_______.
Camden National Corporation has retained Ryan, Beck & Co., Inc., a
registered broker-dealer, to consult with and advise Camden National Corporation
in connection with the sale of common stock in this offering. Ryan, Beck & Co.,
Inc. has agreed to use its best efforts to assist Camden National Corporation in
the solicitation of offers to purchase shares of common stock. Ryan, Beck &
Co., Inc. is not obligated to take or purchase any shares of common stock in
this offering. In connection with the sale, Camden has agreed to pay a fee equal
to ______ to Ryan, Beck & Co., Inc. for its services as a placement agent in
connection with the shares to be sold in this offering. See "Plan of
Distribution."
This sale of common stock will terminate at 10:00 A.M., Eastern Standard
Time, on December 31, 1999 unless such time is extended by Camden National
Corporation.
Camden common stock is listed on the American Stock Exchange under the
symbol "CAC." On November 2, 1999, the last reported price of the common stock
on the American Stock Exchange was $19.00 per share.
______________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. It is illegal for any person to tell
you otherwise.
These securities are not deposit accounts of any bank and are not insured to
any extent by the Federal Deposit Insurance Corporation or any other government
agency.
______________
The date of this prospectus is November __, 1999.
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THE COMPANY
Camden National Corporation ("Camden") is a multi-bank and financial
services holding company headquartered in Camden, Maine. Camden was founded on
January 2, 1985 as a result of a corporate reorganization, in which the
shareholders of Camden National Bank, which was founded in 1875, exchanged their
stock for shares of Camden, and Camden National Bank became a wholly-owned
subsidiary of Camden. As of December 29, 1995, Camden acquired 100% of the
outstanding stock of United Bank and 51% of the outstanding stock of Trust
Company of Maine, Inc. by merging with their then parent company, UNITEDCORP,
Bangor, Maine. As of October 1, 1999, Camden's securities consisted of one
class of common stock, no par value, of which there were 6,558,530 shares
outstanding held of record by approximately 818 shareholders.
Camden's wholly-owned bank subsidiaries operate as separate commercial banks
with branches serving both mid-coast and central Maine. The banks are full-
service financial institutions that focus primarily on attracting deposits from
the general public through their branches and using such deposits to originate
residential mortgage loans, commercial business loans, commercial real estate
loans, and a variety of consumer loans.
Camden National Bank is a national banking organization organized under the
laws of the United States. Camden National Bank is subject to regulation,
supervision and regular examination by the Office of the Comptroller of the
Currency. Camden National Bank is based in Camden, Maine, and offers services
in the communities of Camden, Union, Rockland, Thomaston, Belfast, Bucksport,
Vinalhaven, Damariscotta, and Waldoboro. Customers also have access to services
offered by Camden National Bank through the internet @ www.camdennational.com.
United Bank is a banking organization chartered under the laws of the State
of Maine. United Bank is subject to regulation, supervision and regular
examination by the Federal Deposit Insurance Corporation (the "FDIC") and the
Superintendent of the Maine Bureau of Banking (the "Maine Superintendent").
United Bank is based in Bangor, Maine, and offers services through branches in
the communities of Bangor, Corinth, Hampden, Hermon, Jackman, Greeville, Dover-
Foxcroft, Milo and Winterport, Maine. Customers also have access to services
offered by United Bank through the internet @ www.unitedbank-me.com.
Camden's majority-owned trust company subsidiary, Trust Company of Maine,
Inc., offers a broad range of trust and trust investment services, in addition
to retirement and pension plan management services. The financial services
provided by the Trust Company of Maine, Inc., complement the services provided
by Camden's bank subsidiaries by offering customers investment management
services.
Camden competes principally in mid-coast Maine through its largest
subsidiary, Camden National Bank. Camden National Bank considers its primary
market areas to be in two counties, Knox and Waldo counties. These two counties
have a combined population of approximately 76,000 people. The economy of the
these counties is based primarily on tourism, and is also supported by a
substantial population of retirees. Major competitors in these markets include
local branches of large regional bank affiliates, as well as local independent
banks, thrift institutions and credit unions. Other competitors for deposits
and loans within Camden National Bank's market include insurance companies,
money market funds, consumer finance companies and financing affiliates of
consumer durable goods manufacturers.
Camden, through United Bank, also competes in the central Maine area.
United Bank has approximately a 5% share of the market in its service area and
competes principally on the basis of service. The greater Bangor area has a
population of approximately 100,000 people. Major competitors in these markets
include local branches of large regional bank affiliates, as well as local
independent banks, thrift institutions and credit unions. Other competitors for
deposits and loans within United Bank's market include insurance companies,
money market funds, consumer finance companies and financing affiliates of
consumer durable goods manufacturers.
At June 30, 1999, Camden had total assets of $717.7 million, total deposits
of $514.5 million and shareholders' equity of $62.6 million.
Camden's principal executive offices are located at Two Elm Street, Camden,
Maine, and its telephone number is (207) 236-8821.
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REASON FOR THE OFFERING
Camden and KSB Bancorp, Inc. ("KSB") have entered into a definitive merger
agreement dated as of July 27, 1999 pursuant to which KSB will be merged with
and into Camden (the "Merger"). The Merger is intended to qualify as a tax-free
exchange for federal income tax purposes and is expected to be accounted for as
a pooling-of-interests. One of the conditions for qualification for pooling-of-
interests accounting treatment is that the stockholders of the combined
companies share mutually in the combined rights and risks. In calculating
whether this condition is met, any shares of common stock reacquired within two
years prior to the initiation of the Merger are considered "tainted shares,"
unless it can be demonstrated that such shares were reacquired in a systematic
pattern and for a specific purpose unrelated to the Merger. The purpose of this
offering is to allow Camden to reissue a portion of its "tainted shares" in
order to allow the Merger of Camden and KSB to be accounted for as a pooling-of-
interests. Camden will not offer or sell any of the shares of common stock
being offered hereby to any current director, officer, employee, affiliate or
shareholder of Camden or KSB or to any member of such person's immediate family.
RECENT DEVELOPMENTS
The KSB Merger
As noted above, Camden and KSB have entered into a definitive merger
agreement dated as of July 27, 1999 pursuant to which KSB will be merged with
and into Camden. In the Merger, each outstanding share of common stock of KSB
will be converted into the right to receive 1.136 shares of common stock of
Camden (subject to adjustment as described in the merger agreement).
The consummation of the Merger is subject to customary conditions, including
approval by the stockholders of Camden and KSB. The shareholder meetings for
such vote are scheduled for November 16, 1999. Camden can not assure you that
the Merger will be consummated.
Risks Relating to the Merger
The Merger involves the integration of two companies that have previously
operated independently. Successful integration of KSB's operations will depend
primarily on Camden's ability to consolidate operations, systems and procedures
and to eliminate redundancies and costs. No assurance can be given that Camden
and KSB will be able to integrate their operations without encountering
difficulties including, without limitation, the loss of key employees and
customers, the disruption of their respective ongoing businesses or possible
inconsistencies in standards, controls, procedures and policies. Additional
operational issues may arise as both Camden and KSB address Year 2000 compliance
issues while simultaneously attempting to integrate their information
technologies and operating systems. Additionally, in determining that the
Merger is in the best interests of Camden and KSB, as the case may be, each of
the Camden board of directors and the KSB board of directors considered that
enhanced earnings may result from the Merger. The realization and timing of
such operating efficiencies and cost savings could be affected by a number of
factors beyond Camden's control. Therefore, there can be no assurance that any
enhanced earnings will result from the Merger.
USE OF PROCEEDS
The net proceeds to Camden from the sale of 125,000 shares of common stock
at a price of $_______ per share based on the market prices at the time the
offering is consumated and are estimated to be approximately $___________ after
deducting fees and expenses of this offering payable by Camden estimated at
approximately $79,652. Camden currently intends to use the net proceeds from
this sale of common stock for general corporate purposes, which may include
refinancing of debt, investments at the holding company level, investments in,
or extensions of credit to its banking and other subsidiaries.
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CERTAIN REGULATORY CONSIDERATIONS
Set forth below is a brief description of certain laws and regulations that
relate to the regulation of Camden and its subsidiaries. This description is
not complete and is qualified in its entirety by reference to applicable laws
and regulations.
General
As a bank holding company registered with the Federal Reserve Board under
the Bank Holding Company Act of 1956, as amended (the "BHCA"), Camden is subject
to the supervision, examination, and reporting requirements of the BHCA and the
regulations of the Federal Reserve Board. In addition, as a financial
institution holding company under the laws of the State of Maine, Camden is
subject to the requirements of applicable Maine law and the jurisdiction of the
Maine Superintendent. Camden's bank subsidiaries (which will include Kingfield
Savings Bank, the Maine-chartered bank subsidiary of KSB, upon consummation of
the Merger) (collectively, the "Banks") are subject to the regulation and
supervision of various federal and state authorities, including, as applicable,
the FDIC, the Office of the Comptroller of the Currency (the "Comptroller") and
the Maine Superintendent.
These federal and state regulatory authorities have broad enforcement
powers over Camden and its subsidiaries. For example, the activities and
operations of Camden are subject to extensive federal and state supervision
that, among other things, limits non-banking activities, imposes minimum capital
requirements and requires approval prior to consummation of certain
acquisitions. Similarly, each of the Banks is subject to extensive regulation
and supervision relating to, among other things, capital adequacy, liquidity,
management practices, branching, loans, earnings, dividends, investments and the
provision of both deposit and non deposit investment products.
Payment of Dividends
Camden is a legal entity separate and distinct from its bank and other
subsidiaries. A principal source of cash flow of Camden, including cash flow to
pay dividends to its stockholders, is dividends from its bank subsidiaries.
There are statutory and regulatory limitations on the payment of dividends by
these bank subsidiaries to Camden, as well as by Camden to its stockholders.
As to the payment of dividends, each of Camden's bank subsidiaries is
subject to the laws and regulations of its chartering jurisdiction and to the
regulations of its primary federal regulator. If the federal banking regulator
determines that a depository institution under its jurisdiction is engaged in or
is about to engage in an unsafe or unsound practice, the regulator may require,
after notice and hearing, that the institution cease and desist from such
practice. Depending on the financial condition of the depository institution,
an unsafe or unsound practice could include the payment of dividends. The
federal banking agencies have indicated that paying dividends that deplete a
depository institution's capital base to an inadequate level would be an unsafe
and unsound banking practice. Under the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA"), a depository institution may not pay any
dividend if payment would cause it to become undercapitalized or if it already
is undercapitalized. The federal agencies have also issued policy statements
that provide that bank holding companies and insured banks should generally only
pay dividends out of current operating earnings. The payment of dividends by
Camden and its bank subsidiaries may also be affected or limited by other
factors, such as the requirement to maintain adequate capital above regulatory
guidelines.
Certain Transactions by Bank Holding Companies and Their Affiliates
There are various legal restrictions on the extent to which a bank holding
company, such as Camden, and its non-bank subsidiaries may borrow, obtain credit
from or otherwise engage in "covered transactions" with its FDIC-insured
depository institution subsidiaries. Such borrowings and other covered
transactions by an insured depository institution subsidiary (and its
subsidiaries) with its non-depository institution affiliates are limited to the
following amounts: (1) in the case of any affiliate, the aggregate amount of
covered transactions of the insured depository institution and its subsidiaries
cannot exceed 10% of the capital stock and surplus of the insured depository
institution; and (2) in the case of all affiliates, the aggregate amount of
covered transactions of the insured depository institution and its subsidiaries
cannot exceed 20% of the capital stock and surplus of the insured depository
institution. "Covered transactions" are defined by statute for these purposes
to include a loan or extension of credit to an affiliate, a purchase of, or
investment in, securities issued by an affiliate, a purchase of assets from an
affiliate unless exempted by the Federal Reserve Board, the acceptance of
securities issued by an affiliate as collateral for a loan or extension of
credit to any person or company, or the issuance of a guarantee, acceptance, or
letter of credit on behalf of an affiliate. Covered transactions are also
subject to certain collateral security requirements. Further, a bank holding
company and its subsidiaries are prohibited from engaging in certain tying
arrangements in connection with any extension of credit, lease or sale of
property of any kind, or furnishing of any service.
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Support of Subsidiary Institutions and Liability of Commonly Controlled
Depository Institutions
Under Federal Reserve Board policy, Camden is expected to act as a source
of financial strength for, and commit its resources to support its bank
subsidiaries. This support may be required at times when Camden may not be
inclined to provide it. In addition, any capital loans by a bank holding
company to any of its bank subsidiaries are subordinate to the payment of
deposits and to certain other indebtedness. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a federal
bank regulatory agency to maintain the capital of a bank subsidiary will be
assumed by the bankruptcy trustee and entitled to a priority of payment.
A depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC in
connection with the default of a commonly controlled FDIC-insured depository
institution or any assistance provided by the FDIC to any commonly controlled
FDIC-insured depository institution "in danger of default." "Default" is defined
generally as the appointment of a conservator or receiver, and "in danger of
default" is defined generally as the existence of certain conditions indicating
that a default is likely to occur in the absence of regulatory assistance. The
FDIC's claim for damages is superior to claims of stockholders of the insured
depository institution or its holding company, but is subordinate to claims of
depositors, secured creditors, and holders of subordinated debt (other than
affiliates) of the commonly controlled insured depository institution. Camden's
bank subsidiaries are subject to these cross-guarantee provisions. As a result,
any loss suffered by the FDIC in respect of any of the Banks would likely result
in assertion of the cross-guarantee provisions, the assessment of estimated
losses against the other Banks, and a potential loss of Camden's investments in
the Banks.
Minimum Capital Requirements and Prompt Corrective Action
Capital adequacy is an important component of state and federal regulation
of bank holding companies and their bank subsidiaries. For example, the Federal
Reserve has adopted, among other things, minimum risk-based guidelines for
purposes of bank holding company regulation. More specifically, the Federal
Reserve has established that all bank holding companies should meet a minimum
risk-based capital ratio of qualifying total capital to risk-weighted assets of
8%, of which at least 4% should be in the form of Tier 1 capital (i.e., the sum
of core capital elements less goodwill and certain other intangible assets).
Moreover, federal banking regulators have established five capital categories
for depository institutions, as follows:
Under both the Comptroller and the FDIC's regulations, a bank is deemed to
be (1) "well capitalized" if it has a total risk-based capital ratio of 10% or
more, a Tier 1 risk-based capital ratio of 6% or more, and a Tier 1 leverage
capital ratio of 5% or more and is not subject to any written agreement, order,
capital directive, or corrective action directive, (2) "adequately capitalized"
if it has a total risk-based capital ratio of 8% or more, a Tier 1 risk-based
capital ratio of 4% or more and a Tier 1 leverage capital ratio of 4% or more
(3% under certain circumstances) and does not meet the definition of "well
capitalized," (3) "undercapitalized" if it has a total risk-based capital ratio
that is less than 8%, a Tier 1 risk-based capital ratio that is less than 4% or
a Tier 1 leverage capital ratio that is less than 4% (3% under certain
circumstances), (4) "significantly undercapitalized" if it has a total risk-
based capital ratio that is less than 6%, a Tier 1 risk-based capital ratio that
is less than 3% or a Tier 1 leverage capital ratio that is less than 3%, and (5)
"critically undercapitalized" if it has a ratio of tangible equity to total
assets that is equal to or less than 2%. Section 38 of the Federal Deposit
Insurance Act (the "FDIA") and the regulations promulgated thereunder by the
federal banking agencies also specify circumstances under which a federal
banking agency may reclassify a well capitalized institution as adequately
capitalized and may require an adequately capitalized institution or an
undercapitalized institution to comply with supervisory actions as if it were in
the next lower category (except that neither the FDIC or the Comptroller may not
reclassify a significantly undercapitalized institution as critically
undercapitalized).
A number of sanctions may be imposed on banks that are not in compliance
with applicable capital requirements, including, without limitation,
restrictions on asset growth and imposition of a capital directive that may
require, among other things, an increase in regulatory capital, reduction of
rates paid on savings accounts, cessation of or limitations on deposit-
gathering, lending, purchasing loans, making specified investments, or issuing
new accounts, limits on operational expenditures, an increase in liquidity, and
such other restrictions or corrective actions as the appropriate federal banking
agency may deem necessary or appropriate. Federal law also restricts the use of
brokered deposits by certain depository institutions in certain capitalization
categories.
Under the system of prompt corrective action mandated by FDICIA,
immediately upon becoming undercapitalized, an institution will become subject
to the provisions of Section 38 of the FDIA, which include (1) restricting
payment of capital distributions and management fees, (2) requiring that the
appropriate federal banking agency monitor the condition of the institution and
its efforts to restore its capital, (3) requiring submission of a capital
restoration plan, (4) restricting the growth of the institution's assets, and
(5) requiring prior approval of certain expansion proposals. The appropriate
federal banking agency for an undercapitalized institution also may take any
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number of discretionary supervisory actions if the agency determines that any of
these actions is necessary to resolve the problems of the institution at the
least possible long-term cost to the deposit insurance fund, subject in certain
cases to specified procedures. These discretionary supervisory actions include
the following: requiring the institution to raise additional capital;
restricting transactions with affiliates; restricting interest rates paid by the
institution on deposits; requiring replacement of senior executive officers and
directors; restricting the activities of the institution and its affiliates;
requiring divestiture of the institution or the sale of the institution to a
willing purchaser; and any other supervisory action that the agency deems
appropriate.
FDICIA provides for the appointment of a conservator or receiver for any
insured depository institution that is "critically undercapitalized," or that is
"undercapitalized" and (1) has no reasonable prospect of becoming "adequately
capitalized," (2) fails to become "adequately capitalized" when required to do
so under the prompt corrective action provisions, (3) fails to submit an
acceptable capital restoration plan within the prescribed time limits, or (4)
materially fails to implement an accepted capital restoration plan. In
addition, the appropriate federal regulatory agency will be required to appoint
a receiver (or a conservator) for a "critically undercapitalized" depository
institution within 90 days after the institution becomes "critically
undercapitalized" or to take such other action that would better achieve the
purpose of Section 38 of FDIA. Such alternative action can be renewed for
successive 90 day periods. With limited exceptions, however, if the institution
continues to be "critically undercapitalized" on average during the quarter that
begins 270 days after the institution first became "critically
undercapitalized," a receiver must be appointed.
Government Policies and Legislative and Regulatory Proposals
The Banks' operations are generally affected by the economic, fiscal, and
monetary policies of the United States and its agencies and regulatory
authorities, particularly the Federal Reserve Board (which regulates the money
supply of the United States, reserve requirements against deposits, the discount
rate on Federal Reserve Board borrowings and related matters, and which conducts
open-market operations in U.S. government securities). The fiscal and economic
policies of various governmental entities and the monetary policies of the
Federal Reserve Board have a direct effect on the availability, growth, and
distribution of bank loans, investments, and deposits.
In addition, various proposals to change the laws and regulations governing
the operations and taxation of, and deposit insurance premiums paid by,
federally and state-chartered banks and other financial institutions are from
time to time pending in Congress and in state legislatures as well as before the
Federal Reserve Board, the FDIC, the Comptroller and other federal and state
bank regulatory authorities. The likelihood of any major changes in the future,
and the impact any such changes might have on the Banks, are not possible to
determine.
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PLAN OF DISTRIBUTION
The shares of Camden common stock offered hereby are being sold directly by
Camden to prospective investors. In connection with the offering, Ryan, Beck
and Co., Inc. ("Ryan, Beck"), a registered broker-dealer, is acting as placement
agent in seeking purchasers for the Camden stock. Ryan, Beck and Camden
anticipate these shares will be sold to a small number of institutional
investors.
Pursuant to the terms of the Placement Agency Agreement, dated November
____, 1999, entered into between Camden and Ryan, Beck, Camden will pay Ryan,
Beck, as placement agent, a fee of $_______________ for its services as
placement agent. In addition, Camden will reimburse Ryan, Beck for its
reasonable legal fees and associated expenses in connection with the offering,
up to $10,000, exclusive of "Blue Sky" work, without first obtaining Camden's
consent. Camden also will indemnify the placement agent against liabilities
arising out of its engagement, including certain liabilities under the
securities law or, in the event such indemnification is unavailable, to
contribute payments that the placement agent may be required to make in respect
thereof. Ryan, Beck has served as financial advisor to Camden in connection with
the Merger and will receive a fee for its services in connection with the Merger
in the amount of $300,000.
Consistent with the qualification for pooling-of-interests accounting
treatment, Camden will not sell any of the shares of common stock being offered
hereby to any disqualified purchaser, which includes any current director,
officer, employee, affiliate or shareholder of Camden or KSB, or to any member
of such person's immediate family. To purchase shares, the purchaser will
execute a purchase agreement with Camden. Pursuant to the purchase agreement,
each purchaser will represent it is not a disqualified purchaser described above
and will agree to pay for the shares by wire transfer at the specified closing
date or, if later, upon notice from Camden.
Certain directors and executive officers of Camden may assist in the
solicitation of offers to purchase common stock. Camden will rely on Rule 3a4-1
under the Exchange Act, and sales of common stock will be conducted within the
requirements of Rule 3a4-1, so as to permit certain directors and executive
officers to assist in the sale of common stock. No director or executive
officer of Camden will be compensated in connection with his participation by
the payment of commissions or other remuneration based either directly or
indirectly on the transactions in the common stock.
Camden may from time to time sell common stock directly to other persons
and may engage in other financing transactions, including public offerings and
private placements of equity securities.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission under the Securities Act of
1933. This prospectus and any accompanying prospectus supplement do not contain
all of the information included in the registration statement. For further
information, we refer you to the registration statement, including its exhibits.
Statements contained in this prospectus and any accompanying prospectus
supplement about the provisions or contents of any agreement or other document
are not necessarily complete. If the Securities and Exchange Commission's rules
and regulations require that such agreement or document be filed as an exhibit
to the registration statement, please see such agreement or document for a
complete description of these matters.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the Securities and Exchange Commission's public
reference rooms in Washington, D.C., Chicago, Illinois, and New York, New York.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information about the public reference rooms. Our Securities and Exchange
Commission filings are also available to the public from the Securities and
Exchange Commission's Web site at http://www.sec.gov. In addition, you may look
at our Securities and Exchange Commission filings at the offices of the American
Stock Exchange, which is located at 86 Trinity Place, New York, New York 10006.
Our Securities and Exchange Commission filings are available at the American
Stock Exchange because our common stock is listed and traded on the American
Stock Exchange.
The Securities and Exchange Commission allows us to incorporate by
reference the information we file with them, which means that we can disclose
important information to you by referring you to these documents. The
information incorporated by reference is an important part of this prospectus,
and information that we file later with the Securities and Exchange Commission
will automatically update and supersede the information already incorporated by
reference in this prospectus. We are incorporating by reference the documents
listed below, which we have already filed with the Securities and Exchange
Commission, and any future filings we make with the Securities and Exchange
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until we sell all of the securities offered by this prospectus.
Camden National Corporation SEC Filings
(File No. 0-28190)
- ---------------------------
. Our Registration Statement on Form S-4, filed with the SEC on October 5,
1999;
. Our Annual Report on Form 10-K for the year ended December 31, 1998;
. Our Quarterly Reports on Form 10-Q for the three months ended March 31,
1999 and the six months ended June 30, 1999;
. Our Current Report on Form 8-K, filed with the SEC on August 9, 1999; and
. The description of our common stock contained in our Registration
Statement on Form 8-A, filed with the SEC on July 30, 1997.
You may request a copy of these filings, and any exhibits we have
specifically incorporated by reference as an exhibit in this prospectus, at no
cost by writing or telephoning us at the following address: Camden National
Corporation, 2 Elm Street, Camden, Maine 04843, Attention: Secretary. Telephone
requests may be directed to the Secretary of Camden National Corporation at
(207) 236-9131, ext. 2165.
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FORWARD LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information contained in this
prospectus, including the information incorporated by reference in this
prospectus, are or may be considered as forward-looking. Forward-looking
statements relate to future operations, strategies, financial results or other
developments, and contain words or phrases such as "may," "expects," "should" or
similar expressions. Forward-looking statements are based upon estimates and
assumptions that are subject to significant business, economic and competitive
uncertainties, many of which are beyond Camden's control or are subject to
change.
Inherent in Camden's business are certain risks and uncertainties.
Therefore, Camden cautions the reader that revenues and income could differ
materially from those expected to occur depending on factors such as general
economic conditions including changes in interest rates and the performance of
financial markets, changes in domestic and foreign laws, regulations and taxes,
competition, industry consolidation, credit risks and other factors. Other
factors that could cause or contribute to such differences include, but are not
limited to, variances in the actual versus projected growth in assets, return on
assets, loan losses, expenses, rates charged on loans and earned on investment
securities, rates paid on deposits, competitive effects, fee and other
noninterest income earned, as well as other factors. Camden disclaims any
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future developments, or otherwise.
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered by this
prospectus will be passed upon for us by Rendle A. Jones, Esq., General Counsel
of Camden. Mr. Jones also serves as Chairman of the Board of Camden.
EXPERTS
The consolidated financial statements incorporated by reference in this
prospectus from our Annual Report on Form 10-K have been so incorporated in
reliance upon the report of Berry, Dunn, McNeil & Parker, LLC, independent
accountants, given upon their authority as experts in accounting and auditing in
giving that report.
9
<PAGE>
================================================================================
You should rely only on the information contained in this prospectus,
incorporated herein by reference or contained in a prospectus supplement. No
other person is authorized to give any information or to represent anything not
contained in this prospectus. You should not assume that the information in
this prospectus, or incorporated herein by reference, or in any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
================================================================================
__________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
The Company................................................... 2
Reason for the Offering....................................... 3
Recent Developments........................................... 3
Use of Proceeds............................................... 3
Certain Regulatory Considerations............................. 4
Plan of Distribution.......................................... 7
About this Prospectus......................................... 7
Where You Can Find More Information........................... 8
Forward Looking Statements.................................... 9
Legal Matters................................................. 9
Experts....................................................... 9
</TABLE>
125,000 Shares
Camden National Corporation
Common Stock
__________________
Prospectus
__________________
November ___, 1999
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated fees and expenses/1/ payable by
us in connection with the issuance and distribution of the securities registered
hereby:
<TABLE>
<S> <C>
Registration fee.................................... $ 652
Agent's fee/2/...................................... 50,000
Legal fees and expenses............................. 25,000
Accounting fees and expenses........................ 1,000
Printing and duplicating expenses................... 2,000
Blue sky fees and expenses.......................... 500
Miscellaneous....................................... 500
-------
Total............................................... $79,652
</TABLE>
_______
(1) All amounts except the registration fee are estimated.
(2) The estimated agent's fee is based on the closing price of Camden's common
stock on the American Stock Exchange on October 19, 1999.
Item 15. Indemnification of Directors and Officers.
The Maine Business Corporation Act ("MBCA") permits a corporation to
indemnify or, if so provided in the bylaws, shall in all cases indemnify, a
director who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of their service in that
capacity. This indemnification shall include expenses, including attorney's
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by the director in connection with such actions, suit or proceeding;
provided that no indemnification may be provided for any director with respect
to any matter as to which the director shall have been finally adjudicated:
A. Not to have acted honestly or in the reasonable belief that the
director's actions were in or not opposed to the best interests of the
corporation or its shareholders; or
B. With respect to any criminal action or proceeding, to have had
reasonable cause to believe that the director's conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order or
conviction adverse to the director, or by settlement or plea of nolo contendere
or its equivalent, shall not of itself create a presumption that the director
did not act honestly or in the reasonable belief that the director's actions
were in or not opposed to the best interest of the corporation or its
shareholders. Notwithstanding the foregoing, a corporation shall not have the
power to indemnify any director with respect to any claim, issue or matter
asserted by or in the right or the corporation as to which that director is
finally adjudicated to be liable to the corporation unless the court in which
the action, suit or proceeding was brought shall determine that, in view of all
the circumstances of the case, that director is fairly and reasonably entitled
to indemnity for such amounts as the court shall deem reasonable.
As permitted by the MBCA, Camden's bylaws provide that Camden shall
indemnify its directors to the extent provided above, including the advancement
of expenses as prescribed by the bylaws.
II-1
<PAGE>
Item 16. Exhibits.
Exhibit No. Description Page
- ----------- ----------- ----
*2.1 Agreement and Plan of Merger by and between Camden, Camden
Acquisition Subsidiary, Inc., KSB and Kingfield Savings Bank, dated
as of July 27, 1999 (incorporated by reference to Exhibit 2.1 to
Form 8-K of Camden filed August 9, 1999).
*5.1 Opinion of Rendle A. Jones, Esq. as to the legality of the
securities being registered.
**23.1 Consent of Berry, Dunn, McNeil & Parker, LLC.
23.2 Consent of Rendle A. Jones, Esq. (included as part of Exhibit 5.1).
**99.1 Form of Placement Agency Agreement by and between Camden and Ryan,
Beck.
__________________________________
* Previously filed
** Filed herewith
Item 17. Undertakings.
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted against the Registrant by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
(b) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Camden, State of Maine, on this 9th
day of November, 1999.
CAMDEN NATIONAL CORPORATION
By: /s/ Robert W. Daigle
----------------------------
Robert W. Daigle
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment No.
1 to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- ----------- ---------------- -------------
<S> <C> <C>
* Chairman of the Board November 9, 1999
- ---------------------
Rendle A. Jones
* Director, President and November 9, 1999
- --------------------- Chief Executive Officer
Robert W. Daigle (Principal Executive Officer)
* Director November 9, 1999
- ----------------------
Peter T. Allen
* Director November 9, 1999
- ----------------------
Ann W. Bresnahan
* Director November 9, 1999
- ----------------------
Royce M. Cross
* Director November 9, 1999
- ----------------------
Robert J. Gagnon
* Director November 9, 1999
- ----------------------
John W. Holmes
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C> <C>
* Director November 9, 1999
- ----------------------
John S. McCormick, Jr.
* Director November 9, 1999
- -----------------------
Richard N. Simoneau
* Treasurer and Chief November 9, 1999
- ----------------------- Financial Officer
Susan M. Westfall (Principal Financial and
Accounting Officer)
</TABLE>
___________________________
By: /s/ Robert W. Daigle
------------------------
Robert W. Daigle
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ---------- ----------- ----
*2.1 Agreement and Plan of Merger by and between Camden,
Camden Acquisition Subsidiary, Inc., KSB and Kingfield
Savings Bank, dated as of July 27, 1999 (incorporated
by reference to Exhibit 2.1 to Form 8-K of Camden filed
August 9, 1999).
*5.1 Opinion of Rendle A. Jones, Esq. as to the legality of the
securities being registered.
**23.1 Consent of Berry, Dunn, McNeil & Parker, LLC.
23.2 Consent of Rendle A. Jones, Esq. (included as part of
Exhibit 5.1).
**99.1 Form of Placement Agency Agreement by and between Camden and
Ryan, Beck.
__________________________________
* Previously filed
** Filed herewith
<PAGE>
[LETTERHEAD OF BERRY, DUNN, McNEIL & PARKER, LLC]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this S-3 Registration Statement of our report dated January 22,
1999 on our audit of the consolidated financial statements of Camden National
Corporation for the year ended December 31, 1998, which report is included in
Camden National Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998, and to all references to our Firm included in this S-3
Registration Statement.
/s/ Berry, Dunn, McNeil & Parker
Portland, Maine
November 9, 1999
<PAGE>
FORM OF
Camden National Corporation
125,000 Shares of Common Stock
PLACEMENT AGENCY AGREEMENT
November __, 1999
RYAN BECK & CO., INC.
220 South Orange Avenue
Livingston, New Jersey 07039-5817
Dear Sirs:
Camden National Corporation, a corporation organized and existing under the
laws of Maine ("Camden") and parent company of Camden National Bank, a national
bank ("Camden National Bank"), proposes, subject to the terms and conditions
stated herein, to offer and sell (the "Stock Offering") 125,000 shares (the
"Shares") of its common stock, par value $0.10 per share (the "Common Stock"),
pursuant to a Registration Statement on Form S-3 (Registration No. 333- )
(including the documents incorporated by reference therein, the "Registration
Statement"). Camden desires to appoint you, Ryan Beck & Co., Inc. (the "Agent"),
and you are willing to act, on a best efforts basis, as Camden's agent, on the
terms set forth in this Placement Agency Agreement (the "Agreement"), in
connection with the sale of the Shares pursuant to the Registration Statement.
In consideration of the premises, the mutual agreements contained herein
and of the interests of the parties in the transactions contemplated hereby, the
parties agree as follows:
1. The Offer.
---------
a. On the terms and subject to the conditions of this Agreement, we
hereby confirm your appointment as exclusive Agent of Camden during the term of
this Agreement (the "Term") to assist Camden in the consummation of the Stock
Offering conducted in accordance with the Securities Act of 1933, as amended
(the "Securities Act"). The Term shall end on the date on which the contemplated
closing is completed, unless earlier terminated. Subject to the performance by
Camden of all its obligations hereunder and to the completeness and accuracy of
all of the representations and warranties of Camden, you hereby accept such
agency and agree on the terms and conditions set forth in this Agreement to use
your best efforts to assist Camden in selling the Shares pursuant to the
Registration Statement. You shall have no obligation or commitment to purchase
any of the Shares or to assure the sale of any minimum or maximum number of
Shares.
b. Your agency under this Agreement is coupled with an interest and,
therefore, is not terminable by Camden without your permission unless you breach
this Agreement in any material respect. Unless sooner terminated upon the
occurrence of such a
<PAGE>
breach, your agency under this Agreement will continue during the Term. In the
event that your agency is terminated as provided in this Section 1(b), neither
you nor Camden shall have any further obligations hereunder, except as provided
in Sections 7, 8, and 10 hereof, which shall survive such termination.
c. A subscription for the Shares for each purchaser shall be
evidenced by the execution by such purchaser of a Purchase Agreement in the form
attached hereto as Annex A. It is understood that the Purchase Agreement shall
not be regarded as effective unless and until it is executed by Camden, which
reserves the right to refuse to execute the Purchase Agreement in its sole
discretion, Camden promptly shall notify you in writing of the execution of each
Purchase Agreement or of termination thereof or of termination of any
negotiations with respect thereto.
2. Closing of Purchases of Shares: Closing of the Merger and Exchange of
---------------------------------------------------------------------
Shares. In accordance with paragraph 1c. above, the purchase of the Shares shall
- ------
be effective when the Purchase Agreement is accepted by Camden and the purchase
price is paid in accordance with the Purchase Agreement.
Camden and KSB Bancorp, Inc. ("KSB") have entered into a definitive merger
agreement dated as of July 27, 1999 (the "Merger Agreement"), pursuant to which
KSB will be merged with and into Camden (the "Merger").
3. Representations and Warranties of Camden. Camden represents and
----------------------------------------
warrants as of the date hereof and as of the Closing Date to, and agrees with,
you as follows:
a. Camden has not, directly or indirectly, solicited any offer to
buy or offered to sell, and will not, directly or indirectly, solicit any offer
to buy or offer to sell, in the United States or to any United States citizen or
resident, any security that is or would be integrated with the sale of the
Shares in a manner that would require the Shares to be registered under the
Securities Act.
b. The Registration Statement has been declared effective and no
stop order has been entered against it. The Prospectus constituting part of the
Registration Statement (including any documents incorporated by reference) does
not, and at the Closing Time will not, include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that this representation, warranty and agreement shall not
apply to statements in or omissions from the Registration Statement made in
reliance upon and in conformity with information furnished to Camden in writing
by or on behalf of the Agent expressly for use in the Registration Statement
under the heading Plan of Distribution.
c. The documents of Camden incorporated or deemed to be incorporated
by reference in the Registration Statement at the time they were or hereafter
are filed with the Securities and Exchange Commission (the "Commission")
complied and will comply in all material respects with the requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
and regulations of the Commission promulgated thereunder (the "Exchange Act
Rules and Regulations"), and, when read together with the other
2
<PAGE>
information in the Registration Statement, at the date of the Registration
Statement and at the Closing Date, do not and will not include any untrue
statements of a material fact or omit to state any material facts required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
d. The Commission has not issued, and is not to the knowledge of
Camden threatening to issue, an order preventing or suspending the use of the
Registration Statement nor instituted proceedings for that purpose. At its date
of issue, the Registration Statement conformed in all material respects with
the requirements of the Securities Act and the rules and regulations promulgated
thereunder (the "Rules and Regulations").
e. Camden has been duly incorporated and is validly existing and in
good standing under the laws of the State of Maine, with power and authority
(corporate and other) to own, lease and operate its properties and to conduct
its business as described in the Registration Statement and as currently being
conducted and is duly registered as bank holding company under the Bank Holding
Company Act, as amended (the "BHC Act"); Camden is duly qualified to do business
and is in good standing as a foreign corporation in all other jurisdictions
where its ownership or leasing of properties or the conduct of its business
requires such qualification and in which the failure to so qualify would,
individually or in the aggregate, result in a material adverse change in the
condition (financial or otherwise), earnings, business affairs or business
prospects of Camden and its subsidiaries ("Camden Subsidiaries") taken as a
whole, whether or not arising in the ordinary course of business ("Material
Adverse Effect on Camden").
Camden National Bank is a wholly owned subsidiary of Camden. Camden
National Bank is a national bank duly organized and validly existing under the
laws of the United States with power and authority (corporate or other) to own,
lease and operate its properties and to conduct its business as described in the
Registration Statement and as currently being conducted. The deposit accounts of
Camden National Bank are insured by the Federal Deposit Insurance Corporation
("FDIC") up to the maximum amount permitted by law; and no proceedings for the
termination or revocation of such membership or insurance are pending or, to the
knowledge of Camden, threatened. Camden National Bank is duly qualified to
transact business as a foreign corporation and is in good standing in each other
jurisdiction in which the ownership or leasing of its properties or the conduct
of its business requires such qualification and in which the failure to so
qualify would, individually or in the aggregate, result in a Material Adverse
Effect on Camden. All of the issued and outstanding shares of capital stock of
Camden National Bank (a) have been duly authorized and are validly issued, (b)
are fully paid and non-assessable, and (c) are directly owned by Camden free and
clear of any security interest, mortgage, pledge, lien, encumbrance, claim or
equity (other than those imposed by applicable federal and state securities
laws). There are no outstanding rights, warrants or options to acquire or
instruments convertible into or exchangeable for any capital stock of Camden
National Bank.
United Bank is a wholly owned subsidiary of Camden. United Bank is a state
banking organization chartered and validly existing under the laws of the Maine
with power and authority (corporate or other) to own, lease and operate its
properties and to conduct its business as described in the Registration
Statement and as currently being conducted. The deposit accounts of United Bank
are insured by the FDIC up to the maximum amount permitted by law; and no
proceedings for the termination or revocation of such membership or insurance
3
<PAGE>
are pending or, to the knowledge of Camden, threatened. United Bank is duly
qualified to transact business as a foreign corporation and is in good standing
in each other jurisdiction in which the ownership or leasing of its properties
or the conduct of its business requires such qualification and in which the
failure to so qualify would, individually or in the aggregate, result in a
Material Adverse Effect on Camden. All of the issued and outstanding shares of
capital stock of United Bank (a) have been duly authorized and are validly
issued, (b) are fully paid and non-assessable, and (c) are directly owned by
Camden free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity (other than those imposed by applicable federal and
state securities laws). There are no outstanding rights, warrants or options to
acquire or instruments convertible into or exchangeable for any capital stock of
United Bank.
Trust Company of Maine, Inc. is a majority owned subsidiary of Camden.
Trust Company of Maine, Inc. is a trust company duly organized and validly
existing under the laws of the [Maine] with power and authority (corporate or
other) to own, lease and operate its properties and to conduct its business as
described in the Registration Statement and as currently being conducted. Trust
Company of Maine, Inc. is duly qualified to transact business as a foreign
corporation and is in good standing in each other jurisdiction in which the
ownership or leasing of its properties or the conduct of its business requires
such qualification and in which the failure to so qualify would, individually or
in the aggregate, result in a Material Adverse Effect on Camden. All of the
issued and outstanding shares of capital stock of Trust Company of Maine, Inc.
(a) have been duly authorized and are validly issued, and (b) are fully paid and
non-assessable. The shares of Trust Company of Maine, Inc. that are owned by
Camden are free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity (other than those imposed by applicable federal and
state securities laws). There are no outstanding rights, warrants or options to
acquire or instruments convertible into or exchangeable for any capital stock of
Trust Company of Maine, Inc.
f. Camden does not have any Subsidiary, other than Camden National Bank,
United Bank and Trust Company of Maine, Inc. which is a "Significant
Subsidiary," as defined by the Securities Act, or is otherwise material to the
condition (financial or otherwise), earnings, business affairs or business
prospects of Camden and the Camden Subsidiaries taken as a whole whether or not
arising in the ordinary course of business.
g. Except as contemplated by the Registration Statement, subsequent to
the respective dates as of which financial information is given in the
Registration Statement, neither Camden, nor Camden National Bank (as the case
may be) had or will have any liabilities, obligations or loss contingencies of
any nature (whether absolute, accrued, contingent or otherwise) of a type
required to be reflected in such Camden financials or Camden regulatory reports
or in the footnotes thereto which are not fully reflected or reserved against
therein or fully disclosed in a footnote thereto, except for liabilities,
obligations and loss contingencies which are not material in the aggregate and
which are incurred in the ordinary course of business, consistent with past
practice and except for liabilities, obligations and loss contingencies which
are within the subject matter of a specific representation and warranty herein
and subject, in the case of any unaudited statements, to normal, recurring audit
adjustments and the absence of footnotes.
4
<PAGE>
h. Camden has all requisite corporate power and authority to execute,
deliver and perform this Agreement. The distribution of the Registration
Statement and the execution, delivery and performance of this Agreement have
been duly authorized by the Board of Directors of Camden.
i. The execution, delivery and performance of this Agreement and the
consummation of the transactions herein contemplated do not and will not
conflict with or result in a breach or violation of any of the terms and
provisions of, or constitute a default (or an event which with notice or lapse
of time or both, would constitute a default) under, or result in the creation or
imposition of any lien, charge or encumbrance upon any properties or assets of
Camden or the Camden Subsidiaries under or pursuant to, the respective
certificates of incorporation, charters or bylaws of Camden and the Camden
Subsidiaries, any statute, any indenture, mortgage, deed of trust, note
agreement or other agreement or instrument to which Camden or any Camden
Subsidiary is a party or by which Camden or any Camden Subsidiary is bound or to
which any of the properties or assets of Camden or any Camden Subsidiary is
subject, or any other, rule or regulation of any court or governmental agency or
body having jurisdiction over Camden or the Camden Subsidiaries or their
properties, except to such extent as does not have a Material Adverse Effect on
Camden. No consent, filing, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the transactions
herein contemplated, except such as may be required under the Securities Act or
under any state securities laws.
j. Except as set forth in the Registration Statement there is not now
pending or, to the knowledge of Camden, threatened, any legal or regulatory
action, investigation, charges, suit or proceeding to which Camden or any Camden
Subsidiary is a party or of which the property of Camden or any Camden
Subsidiary is the subject, before or by any court, regulatory or administrative
authority or governmental agency or body, domestic or foreign, which could
reasonably be expected to result in any Material Adverse Effect on Camden. The
aggregate of all litigation not disclosed in the Registration Statement could
not reasonably be expected to result in a Material Adverse Effect on Camden.
k. Camden has duly and validly authorized capital stock as described
in the Registration Statement. The stockholders of Camden have no preemptive
rights with respect to any shares of capital stock of Camden. There is
outstanding no security or other instrument which by its terms is convertible
into or exchangeable for capital stock of Camden, except as set forth in the
Registration Statement. The outstanding shares of the Common Stock conform to
the description thereof in the Registration Statement and are duly authorized,
validly issued, fully paid and non-assessable. The Shares when issued will
conform to the description thereof in the Registration Statement and when issued
as contemplated thereunder will be duly authorized, validly issued, fully paid
and non-assessable.
l. Berry, Dunn, McNeil & Parker, LLC, who certified the financial
statements included or incorporated by reference in the Registration Statement
with respect to Camden and the Camden Subsidiaries, are independent public
accountants within the meaning of the Securities Act and the Rules and
Regulations.
5
<PAGE>
m. (i) The consolidated financial statements and schedules of Camden and
the Subsidiaries, including the notes thereto, included or incorporated by
reference in the Registration Statement present fairly the consolidated
financial position of Camden and the Camden Subsidiaries as of the respective
dates thereof and the consolidated results of operations and statements of cash
flow for the respective periods covered thereby, all in conformity with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved. The selected and summary financial data for
Camden and the Camden Subsidiaries included in the Registration Statement fairly
state in all material respects the information shown therein and were compiled
on a basis consistent with that of the financial statements in the Registration
Statement. The other financial and statistical information with respect to
Camden and the Camden Subsidiaries and related notes included in the
Registration Statement fairly state in all material respects the information
shown therein and were compiled on a basis consistent with the financial
statements of Camden included in the Registration Statement and comply in all
material respects with the applicable requirements of the Securities Act and the
Rules and Regulations.
(ii) Since September 30, 1999, there has not been any condition,
event, change of occurrence that individually, or in the aggregate, would result
in a Material Adverse Effect on Camden.
n. The pro forma combined condensed financial statements for Camden and the
Camden Subsidiaries and KSB and its subsidiaries (the "KSB Subsidiaries")
incorporated by reference in the Registration Statement comply in form in all
material respects with the applicable accounting requirements of Rule 11-02 of
the Rules and Regulations and the pro forma adjustments to the historical
amounts in the compilation of those statements comply with such accounting
requirements and are reasonable. The Selected and summary pro forma combined
condensed financial data for Camden and the Camden Subsidiaries and KSB and the
KSB Subsidiaries incorporated by reference in the Registration Statement fairly
state in all material respects the information shown therein and were compiled
on a basis consistent with that of the financial statements in the Registration
Statement.
o. Neither Camden nor any of the Camden Subsidiaries is in violation of its
certificate of incorporation, charter or bylaws or in default in the performance
or observance of any obligation, agreement, covenant, or condition contained in
any contract, lease, agreement, license, permit, mortgage, note, indenture or
other instrument to which Camden or any of the Camden Subsidiaries is a party or
by which it or its properties may be bound, except for such conflicts, breaches
or defaults or liens, charges or encumbrances that would not individually or in
the aggregate result in a Material Adverse Effect on Camden.
p. Camden and the Camden Subsidiaries have obtained all material licenses,
permits, franchises, easements, consents, and other governmental authorizations
("Permits") necessary to the ownership, leasing and operation of their
properties or to the conduct of their businesses, except for such Permits the
failure of which to obtain would not individually or in the aggregate result in
a Material Adverse Effect on Camden. All such Permits are in full force and
effect and each of Camden and the Camden Subsidiaries is in all material
respects complying therewith, except to the extent as would not individually or
in the aggregate result in a Material Adverse Effect on Camden; and, except as
disclosed in the Registration
6
<PAGE>
Statement, neither Camden nor any of the Camden Subsidiaries has received notice
of any proceeding or action relating to the revocation or modification of any
such Permit or other governmental authorization which, if the subject of an
unfavorable decision, ruling or finding, would individually or in the
aggregate, result in a Material Adverse Effect on Camden.
q. Camden has not taken and will not take, directly or indirectly,
any action designed to or which would reasonably be expected to cause or result
in stabilization or manipulation of the price of the Common Stock, and Camden is
not aware of any such action taken or to be taken by affiliates of Camden.
r. Camden and the Camden Subsidiaries are conducting their
businesses in compliance in all material respects with all applicable laws,
rules, regulations, decisions, directives and orders (including, without
limitation, Section 13(b)(2) of the Exchange Act and all regulations, decisions,
directives and orders of the FDIC and the Office of the Comptroller of the
Currency (the "OCC").
s. There are no holders of securities of Camden who have the right
to request Camden to register securities held by them under the Securities Act.
t. There are no contracts or other documents required to be
described in the Registration Statement by the Securities Act or by the Rules
and Regulations that have not been described as required.
u. No labor dispute with the employees of Camden or the Camden
Subsidiaries exists or, to the knowledge of Camden, is imminent, and Camden is
not aware of any existing or imminent labor disturbance by the employees of any
of its or any subsidiary's principal suppliers, manufacturers, customers or
contractors, which, in either case, may reasonably be expected to result in a
Material Adverse Effect on Camden.
v. Camden and the Camden Subsidiaries have good and marketable title
to all real property owned by Camden and the Camden Subsidiaries (other than
foreclosed real estate) and good title to all other properties owned by them, in
each case, free and clear of all mortgages, pledges, liens, security interests,
claims, restrictions or encumbrances of any kind except such as (a) are
described in the Registration Statement or (b) do not, singly or in the
aggregate, materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by Camden or the
Camden Subsidiaries; and all of the leases and subleases material to the
business of Camden and the Camden Subsidiaries, considered as one enterprise,
and under which Camden or the Camden Subsidiaries holds properties described in
the Registration Statement, are in full force and effect, and neither Camden nor
the Camden Subsidiaries has any notice of any material claim of any sort that
has been asserted by anyone adverse to the rights of Camden or the Camden
Subsidiaries under any of the leases or subleases mentioned above, or affecting
or questioning the rights of Camden or the Camden Subsidiaries to the continued
possession of the leased or subleased premises under any such lease or sublease.
w. The conditions contained in (Section _______) of the Merger
Agreement for consummation of the Merger, if tested on the date hereof or on the
Closing Date,
7
<PAGE>
would be satisfied. Camden does not know of any facts or circumstances
inconsistent with the consummation of the transactions contemplated by the
Merger Agreement in accordance with the terms thereof or of any facts and
circumstances which lead Camden to believe that such consummation in accordance
with the terms of the Merger Agreement will not occur. Camden is not aware of
any material disagreements between Camden and KSB regarding the terms of the
Merger Agreement or interpretation thereof.
Any certificate signed by any officer of Camden and delivered to the
Agent or to counsel for the Agent shall be deemed a representation and warranty
by Camden to the Agent as to the matters coveted thereby.
4. Additional Covenants. Camden covenants and agrees with the Agent that:
--------------------
a. Camden, as promptly as possible, shall furnish to the Agent,
without charge, such number of copies of the Registration Statement and
Prospectus and any amendments and supplements thereto and documents incorporated
by reference therein as the Agent may reasonably request.
b. Camden shall immediately notify the Agent, and confirm such
notice in writing, or (1) any filing made by Camden of information relating to
the offering of the Shares with any securities exchange or any other regulatory
body in the United States, and (2) prior to the completion of the placement of
the Shares by the Agent as evidenced by a notice in writing from the Agent to
Camden, any Material Adverse Effect on Camden that (A) makes any statement in
the Registration Statement false or misleading or (B) is not disclosed in the
Registration Statement. In such event or if during such time any event shall
occur as a result of which it is necessary, in the reasonable opinion of Camden,
the Agent, or counsel to Camden or the Agent, to amend or supplement the
Registration Statement in order that the Registration Statement not include any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein not misleading in the light of the
circumstances then existing. Camden shall forthwith amend or supplement the
Registration Statement by preparing and furnishing to the Agent an amendment or
amendments of, or a supplement or supplements to, the Registration Statement (in
form and substance satisfactory in the reasonable opinion of counsel for the
Agent) so that as so amended or supplemented, the Registration Statement shall
not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances existing at the time it is delivered to a subsequent purchaser,
not misleading.
c. Camden shall advise the Agent promptly of any proposal to amend
or supplement the Registration Statement and will not effect such amendment or
supplement without the consent of the Agent, which consent shall not be
unreasonably withheld. Neither the consent of the Agent nor the Agent's delivery
of any such amendment or supplement shall constitute a waiver of any of the
conditions set forth in Section 5 hereof.
d. Camden shall use the net proceeds received by it from the sale of
the Shares in the manner specified or contemplated in the Registration Statement
under "Use of Proceeds."
8
<PAGE>
e. If, prior to the Closing Date, any event shall occur as a result
of which, in the reasonable judgment of Camden, or in the reasonable judgment of
the Agent in consultation with counsel to the Agent, it becomes necessary to
amend or supplement the Registration Statement in order to make the statements
therein, in light of the circumstances existing at the time the Registration
Statement is delivered to a purchaser, not misleading, or if it is necessary at
any time to amend or supplement the Registration Statement to comply with any
law, Camden promptly shall prepare an appropriate amendment or supplement to the
Registration Statement so that the Registration Statement as so amended or
supplemented will not, in light of the circumstances when it is so delivered, be
misleading, or so that the Registration Statement shall comply with law.
f. Camden shall cooperate with the Agent in endeavoring to qualify
the Shares for sale under the securities laws of such jurisdictions as they may
reasonably have designated in writing and will make such applications, file such
documents, and furnish such information as may be reasonably required for that
purpose, provided Camden shall not be required to qualify as a foreign
corporation or to file a general consent to services of process in any
jurisdiction where it is not now so qualified or required to file such a
consent. Camden shall, from time to time, file such statements, reports, and
other documents as are or may be required to continue such qualifications in
effect for so long a period as the Agent may reasonably request to complete the
distribution of the Shares, Camden shall notify the Agent immediately of, and
confirm in writing, the suspension of qualification of the Shares or the threat
thereof in any jurisdiction.
g. Camden authorizes the Agent to use the Registration Statement, as
it may at any time have been amended or supplemented, in connection with the
offer and sale of the Shares.
h. Camden shall cause the shares of Common Stock to be included for
listing on the American Stock Exchange.
i. Camden shall use all reasonable efforts to comply with, or cause
to be complied with, the conditions precedent to the several obligations of the
Agent specified in Section 5 hereof. Subject to the specific terms, conditions
and provisions of the Merger Agreement, Camden shall use all reasonable efforts
to comply with, or cause to be complied with, the conditions precedent to the
obligations of KSB specified in the Merger Agreement.
5. Conditions of Agent's Obligations. Camden and the Agent agree that all
---------------------------------
obligations of the Agent hereunder shall be subject to the accuracy of and
compliance with, as of the date hereof and of the Closing Date, the
representatives and warranties of Camden contained herein, to the performance by
Camden of its obligations hereunder, and to the following additional conditions:
a. The agent shall not have stated in writing to Camden prior to the
Closing Date that, in the Agent's opinion, the Registration Statement or any
amendment or supplement thereto contains any untrue statements of fact that are
material or omits to state any facts that are required to be stated therein or
are necessary to make the statements therein not misleading.
9
<PAGE>
b. On the Closing Date, there shall have been furnished to the Agent
the opinion of Rendle A. Jones, Esq., counsel for Camden, dated the Closing Date
to the effect that:
(1) Camden is a corporation duly organized and validly existing
under the laws of the State of Maine. Camden is a registered bank holding
company.
(2) Camden National Bank is a national bank duly organized and
validly existing under the laws of the United States. The deposit accounts of
Camden National Bank are insured up to applicable limits by the FDIC. Camden
National Bank has the corporate power and authority to carry on its business and
operations as described in the Registration Statement. All of the outstanding
shares of capital stock of Camden National Bank (A) are duly authorized and are
validly issued, (B) are fully paid and non-assessable, and (C) to such counsel's
Actual Knowledge (as such term is defined in the Legal Opinion Accord of the
American Bar Association Section of Business Law (1991)), are directly owned by
Camden free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equities.
(3) Camden has authorized capital stock as described in the
Registration Statement. The outstanding shares of the Common Stock conform to
the description thereof in the Registration Statement and are duly authorized,
validly issued, fully paid and non-assessable. Assuming the pertinent provisions
of the Securities Act and such other federal and state securities laws as may be
applicable have been complied with, the Shares, when delivered against payment
of the consideration set forth in this Agreement in accordance with this
Agreement, will be duly authorized, validly issued, fully paid and
non-assessable and will not have been issued in violation of or subject to any
preemptive rights.
(4) To such counsel's Actual Knowledge, there is outstanding no
security or other instrument which by its terms is convertible into or
exchangeable for capital stock of Camden, except as set forth in the
Registration Statement. To such counsel's Actual Knowledge, except as set forth
in the Registration Statement, there are no outstanding rights, warrants or
options to acquire or instruments convertible into or exchangeable for any
capital stock of Camden National Bank.
(5) To such counsel's Actual Knowledge, except as disclosed in
the Registration Statement, there is not now pending or threatened any action,
suit or proceeding to which Camden or the Camden Subsidiaries is a party before
or by any court or governmental agency or body which would reasonably be
expected to result in any material adverse change in the condition (financial or
other), business or results of operations of Camden and the Camden Subsidiaries
taken as a whole.
(6) The execution, delivery and performance of this Agreement
and the consummation of the transactions herein contemplated do not and will not
conflict with or result in a breach or violation of any of the terms and
provisions of, or constitute a default (or an event which with notice or lapse
of time or both, would constitute a default) under, or result in the creation or
imposition of any lien, charge or encumbrance upon any properties or assets of
Camden or the Camden Subsidiaries under or pursuant to, the respective
certificates of incorporation, charters or bylaws of Camden and the Camden
Subsidiaries or, to such counsel's
10
<PAGE>
Actual Knowledge, and statute, any indenture, mortgage, deed of trust, note
agreement or other agreement or instrument to which Camden or any Camden
Subsidiary is a party or by which Camden or any Camden Subsidiary is bound or to
which any of the properties or assets of Camden or any Camden Subsidiary is
subject, or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over Camden or the Camden Subsidiaries or their
properties, except to such extent as does not materially adversely affect the
condition (financial or other), business or results of operations of Camden and
the Camden Subsidiaries taken as a whole.
(7) To such counsel's Actual Knowledge, the activities of the
subsidiaries of Camden National Bank as described in the Registration Statement
are not prohibited by any applicable law or governmental regulation, except to
such extent as does not materially adversely affect the condition (financial or
other), business or results of operations of Camden and the Camden Subsidiaries
taken as a whole.
(8) Camden has all requisite corporate power and authority to
execute, deliver and perform this Agreement. The distribution of the
Registration Statement and the execution, delivery and performance of this
Agreement have been duly authorized by the Board of Directors of Camden. This
Agreement has been duly executed and delivered by Camden.
(9) As of the date the Registration Statement was first
distributed, the documents incorporated by reference therein (other than
documents originally filed with the Commission by KSB) appeared on their face to
be responsive in all material respects with the requirements of the Exchange Act
and the applicable Exchange Act Rules and Regulations, except that such counsel
need express no opinion as to the financial statements, notes to financial
statements, pro forma information, schedules and other financial, statistical
and accounting data included in or excluded from any such document or as to the
exhibits to any such document, and such counsel need not assume any
responsibility for the accuracy, completeness or fairness of the statements made
or incorporated by reference therein.
(10) To such counsel's Actual Knowledge, no authorization,
approval or consent of any court or governmental authority or agency is required
in connection with the sale of the Shares, except such as may be required under
the Securities Act or the Rules and Regulations or as may be required under
state securities laws.
Such counsel shall further state that it has participated in conferences
with officers and representatives of Camden and Camden National Bank, counsel
for the Agent, representatives of the independent accountants of Camden and
Camden National Bank, officers and representatives of KSB and counsel of KSB at
which the contents of the Registration Statement and related matters were
discussed and, although such counsel does not pass upon, and does not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement, on the basis of the foregoing, no facts
have come to such counsel's attention that have led such counsel to believe
either that the Registration Statement and any amendment or supplement thereto,
as of its date and the Closing Date, contained any untrue statements of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which
11
<PAGE>
they were made, not misleading, except that such counsel need express no opinion
or belief with respect to the financial statements, notes to financial
statements, pro forma information, schedules and other financial, statistical
and accounting information included therein or excluded therefrom or as to the
exhibits to any such document.
In rendering such opinion such counsel may (A) state that their opinion is
limited to matters governed by the corporate laws of the State of Maine and the
federal banking and securities laws of the United States of America, (B) rely as
to matters of fact, to the extent such counsel deems reasonable, upon
certificates of officers of Camden or Camden National Bank, as appropriate,
provided that the extent of such reliance is specified in such opinion, and (C)
with respect in the opinions expressed in paragraph (1) and the first sentence
of paragraph (2) above, rely solely on certificates or telegrams or other
confirmations from public officials.
c. The Agent shall have received on and as of the Closing Date from
Pitney, Hardin, Kipp & Szuch, counsel for the Agent, such opinion or opinions,
dated the Closing Date with respect to the incorporation of Camden, the validity
of the Shares, the Registration Statement and such other related matters as the
Agent may require and Camden and KSB shall have furnished to such counsel
documents as they reasonably request for the purpose of enabling them to pass
upon such matters. In rendering such opinion, such counsel may rely as to all
matters governed other than by federal laws on the opinions of counsel referred
to in paragraph (b) of this Section 5.
d. The Agent shall have received a certificate of each Camden, dated
the Closing Date and signed by its Chairman or President and the Chief Financial
Officer, stating that: (1) neither the Registration Statement nor any amendment
thereto contains any untrue statement of a material fact or omits to state any
material fact that is required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which they
are made; (2) all representations, warranties, covenants and statements made
herein by such party are true and correct at the Closing Date with the same
effect as if made on and as of the Closing Date, and all agreements and
conditions herein to be performed or satisfied by such party on or prior to the
Closing Date have been duly performed or satisfied by such party on or prior to
the Closing Date have been duly performed or satisfied; (3) no Material Adverse
Effect shall have occurred with respect to Camden; and (4) no stop order
suspending the distribution of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or are pending, or, to the
knowledge of the respective signers thereof, are contemplated under the
Securities Act.
e. Camden shall have furnished to the Agent at the Closing Date such
other certificates and other evidence as the Agent or Pitney, Hardin, Kipp &
Szuch may have reasonably requested as to the accuracy, on and as of the Closing
Date, of the representations and warranties of Camden herein as to the
performance by Camden of its obligations hereunder and as to the fulfillment of
the conditions contained in this Section 5.
If any of the conditions specified above in this Section 5 shall not have
been satisfied at or prior to the Closing Date or waived by the Agent in
writing, this Agreement may be terminated by the Agent on notice to Camden.
12
<PAGE>
6. Indemnification, Contributions and Limit on Liability. Camden agrees
-----------------------------------------------------
that it shall indemnify and hold harmless the Agent and its affiliates, and its
and their respective directors, officers, employees, and controlling persons
(the Agent and each such person being an "Indemnified Party") from and against
any and all losses, claims, damages and liabilities, joint or several, as
incurred, to which such Indemnified Party may become subject under any
applicable United States federal or state law, or otherwise, and related to or
arising out of (a) any untrue statement or alleged untrue statement of a
material fact contained in any documents, including without limitation the
Registration Statement and the documents incorporated therein by reference (as
supplemented and amended from time-to-time), additional material or data
relating to Camden, KSB, or the Merger furnished and made available by Camden or
KSB, directly, through the Agent or otherwise, to any offeree of the Shares or
any of their representatives or the omission or the alleged omission to state
therein a material fact necessary in order to make the statements therein not
misleading, in the light of the circumstances under which they were made, or
(b) any transaction contemplated by this Agreement or the engagement of the
Agent pursuant to, and the performance by the Agent of the services contemplated
by, this Agreement. Camden also agrees to indemnify and hold harmless any
Indemnified Party against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission provided that any such settlement is effected with the
written consent of Camden which consent shall not be unreasonably withheld.
Camden also agrees to reimburse any Indemnified Party for all expenses
(including counsel fees and expenses) as they are incurred in connection with
the investigation of, preparation for or defense of any pending or threatened
claim or any action or proceeding arising therefrom, whether or not such
Indemnified Party is a party and whether or not such claim, action or proceeding
is initiated or brought by or on behalf of Camden. An indemnifying party may
participate at its own expense in the defense of any such action. Camden also
agrees that no Indemnified Party shall have any liability (whether direct or
indirect, in contract or tort or otherwise) to Camden or its security holders or
creditors related to or arising out of the engagement of the Agent pursuant to,
or the performance by the Agent of the services contemplated by, this Agreement
except to the extent that any loss, claim, damage or liability is found in a
final judgment by a court to have resulted from the Agent's willful misconduct
or gross negligence.
The Agent agrees to indemnify and hold harmless Camden, its officers,
directors, and employees and each person, if any, who controls Camden within the
meaning of Section 15 of the Securities Act of Section 20(a) of the Exchange
Act, to the same extent as the foregoing indemnity from Camden to the
Indemnified Parties, but only with respect to (A) statements or omissions, if
any, made in the Registration Statement or any amendment or supplement thereof,
to a purchaser of the Shares in reliance upon, and in conformity with,
information furnished in writing to Camden with respect to the Agent by or on
behalf of the Agent expressly for use in the Registration Statement or any
amendment or supplement thereof, or (B) any liability of Camden found in a final
judgment by a court to have resulted from gross negligence or willful misconduct
of the Agent. Provided, however, that, to the extent permitted by applicable
-------- -------
law, in no event shall the Agent and its affiliates, and its and their
respective directors, officers, employees and controlling persons be required to
contribute an aggregate amount in excess of the aggregate Fee (as defined below)
actually paid to the Agent under this Agreement.
13
<PAGE>
If the indemnification provided for in this Agreement is for any reason
held unenforceable, Camden agrees to contribute to the losses, claims, damages
and liabilities, as incurred, for which such indemnification is held
unenforceable in such proportion as is appropriate to reflect benefits to Camden
on the one hand, and the Agent, on the other hand, of the placement of the
Shares as contemplated (whether or not the placement is consummated); provided,
however, that no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. Camden agrees that for the purposes of this paragraph the
relative benefits to Camden and the Agent of the placement of the Shares as
contemplated shall be deemed to be in the same proportion that the total value
of the Shares sold or contemplated to be sold by Camden as a result or in
connection with the proposed Stock Offering bears to the Fee (as defined below)
paid or to be paid to the Agent under this Agreement; provided, however, that,
to the extent permitted by applicable law, in no event shall the Indemnified
Parties be required to contribute an aggregate amount in excess of the aggregate
Fee (as defined below) actually paid to the Agent under this Agreement.
7. Representations and Agreements to Survive Delivery. All
--------------------------------------------------
representations, warranties, and agreements of Camden contained herein or in
certificates delivered pursuant hereto shall remain operative and in full force
and effect regardless of any termination or cancellation of this Agreement or
any investigation made by or on behalf of the Agent or any controlling person,
Camden or any of its officers, directors or any controlling persons and shall
survive the Closing Date.
8. Termination. This Agreement and all of the Agent's obligations
-----------
hereunder may be terminated by the Agent for any reason upon giving ten days'
prior notice thereof to Camden; provided, however, that in the event that Camden
does not perform any obligation under this Agreement or any representation and
warranty hereunder is incomplete or inaccurate in any material respect, this
Agreement and all of the Agent's obligations hereunder may be immediately
terminated by the Agent by notice thereof to Camden. Notwithstanding any
termination of or under this Agreement as provided herein, there shall be no
liability of any party to any other party, except as otherwise provided in
Section 10 herein relating to the payment of fees and expenses, with it being
further understood that the Sections relating to indemnification, limitations on
the liability of Indemnified Parties, contribution, settlements, choice of law
and waiver of the right to trial by jury shall survive any such termination.
9. Fees and Expenses.
-----------------
a. Camden agrees to pay the Agent a fee (the "Fee") in an amount
equal to $50,000 with respect to the sale of the Shares pursuant to the
Registration Statement.
b. All payments due hereunder shall be due and payable on the
effective date of the Share purchase under the Purchase Agreement. All
payments, whether or not made at a formal closing, shall be made in cash or by
certified or official bank check, or by wire transfer in immediately available
funds.
c. Camden shall bear all of its expenses in connection with the
offering and sale of the Shares including, without limitation, printing
expenses, legal and
14
<PAGE>
accounting fees, expenses incurred in connection with "Blue Sky" filings, state
and federal filing fees, and advertising, investor presentation and other
expenses.
d. Camden shall reimburse the Agent for its out-of-pocket expenses
and reasonable legal fees and associated expenses, provided, however, that such
-------- -------
fees shall not exceed $10,000, exclusive of "Blue Sky" work, without the prior
consent of Camden.
e. The Agent will not be responsible for any fees or commissions
payable to financial or other advisors utilized or retained by Camden, KSB or by
any offeree of the Shares.
10. Notice. All notices or communications hereunder, except as herein
------
otherwise specifically provided, shall be in writing and (i) if sent to the
Agent, shall be mailed, delivered, or sent by facsimile transmission and
confirmed to Ryan Beck & Co., Inc. at 220 South Orange Avenue, Livingston, New
Jersey 07039, Attention: Leslie M. Hannafey, Senior Vice President, or (ii) if
sent to Camden, shall be mailed, delivered, or sent by facsimile transmission
and confirmed to Camden National Corporation at [__________________________],
Attention: ___________________, President and Chief Executive Officer.
11. Parties. This Agreement incorporates the entire understanding of the
-------
parties with respect to this engagement of the Agent by Camden, and supersedes
all previous agreements regarding such engagement, should they exist.
12. Counterparts. This Agreement may be executed by any one or more of
------------
the parties hereto in any number of counterparts, each of which shall be deemed
to be an original, but all such counterparts shall together constitute one and
the same original.
13. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of New Jersey without regard to the
conflict of law principles thereof.
14. Writing Required to Waive, Amend or Modify. No waiver, amendment or
------------------------------------------
other modification of this Agreement shall be effective unless in writing and
signed by each party to be bound thereby.
15. Survival of Certain Provisions. The representations, warranties,
------------------------------
indemnities, and agreements of Camden and its officers or representatives shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of Camden or the Agent or any affiliates or controlling
person, and shall survive the consummation of the Stock Offering.
16. Consent to Jurisdiction and Waiver of Trial by Jury. Camden hereby:
---------------------------------------------------
(a) consents to personal jurisdiction and service and venue in any court in
which a claim subject to this Agreement is brought against the Agent or any
other Indemnified Party and (b) waives all right to trial by jury in any action,
proceeding or counterclaim (whether based upon contract, tort or otherwise)
related to or arising out of the engagement of the Agent pursuant to, or the
performance by the Agent of the services contemplated by, this Agreement.
15
<PAGE>
Please confirm that the foregoing terms correctly set forth our agreement
by signing and returning to the Agent the duplicate copy of this Agreement
enclosed herewith.
Very truly yours,
CAMDEN NATIONAL CORPORATION
By:
----------------------
Name
Title
Confirmed and accepted as of the date
first written above
RYAN, BECK & CO., INC.
By:
---------------------
Name
Title
16
<PAGE>
ANNEX A
PURCHASE AGREEMENT
Purchase Agreement ("Agreement") made as of November __, 1999 between
Camden National Corporation ("Camden"), a Maine corporation and ________________
a _____________________________ (the "Purchaser").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Camden has filed a Registration Statement on Form S-3
(Registration Number 333-______) for the sale of 125,000 shares of its common
stock, no par value ("Common Stock"); and
WHEREAS, the Purchaser desires to purchase shares of Common Stock (the
"Shares"), and Camden desires to sell the Shares to the Purchaser.
NOW, THEREFORE, in consideration of the premises, and the representations
and warranties herein contained, Camden and Purchaser hereby agree as follows:
1. Purchase and Sale of Shares. The Purchaser hereby purchases from
---------------------------
Camden, and Camden hereby sells to the Purchaser, the ____________ Shares at the
purchase price of $_______ per Share (the "Purchase Price") effective on the
date hereof, subject to receipt of the Purchase Price on the Closing Date. The
Purchase Price is payable at or prior to 5:00 p.m. on __________________, 1999,
or at such other date as shall be determined by Camden upon two days prior
notice to Purchaser (the "Closing Date") by delivery by Purchaser of a certified
check, or by wire transfer of immediately available funds to an account
designated by Camden, in either case in the full amount of the Purchase Price.
On the Closing Date, after receipt of payment of the Purchase Price, Purchaser
shall receive a certificate representing the Shares from Camden.
2. Representations by Camden. Camden represents and warrants to the
-------------------------
Purchaser that:
(a) Camden has all requisite corporate power and authority to
execute, deliver and perform this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by the Board of Directors
of Camden. This Agreement constitutes a legal, valid and binding obligation of
Camden enforceable against Camden in accordance with its terms (except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other laws affecting creditors' rights generally and general
principles of equity).
(b) The Purchaser will receive good, valid and marketable title to
the Shares purchased hereunder, free and clear of all liens, claims,
restrictions and encumbrances, except for those, if any, resulting from the
Purchaser's own acts.
3. Representations by the Purchaser. The Purchaser represents and
--------------------------------
warrants to Camden that:
<PAGE>
(a) This Agreement has been duly authorized, executed and delivered
by Purchaser and constitutes a valid and binding agreement of the Purchaser
enforceable in accordance with its terms.
(b) If the Purchaser is a corporation, the Purchaser is a corporation
duly incorporated, validly existing and in good standing under the laws of
_____________________, with corporate power and authority to perform its
obligations under this Agreement.
(c) If the Purchaser is a partnership or limited liability company,
the Purchaser is a _______________________________, duly organised, validly
existing and in good standing under the laws of ________________________, with
full power and authority to perform its obligations under this Agreement.
(d) No state, federal or foreign regulatory approvals, permits,
licenses or consents of other contractual or legal obligations are required in
order for the Purchaser to enter into this Agreement or purchase the Shares.
(e) Purchaser represents that Purchaser has received and reviewed a
copy of the Prospectus for the shares, dated November __, 1999.
(f) Purchaser further represents that Purchaser is not an officer,
director, employee or "affiliate" (as defined in Rule 144 under the Securities
Act) of Camden or KSB Bancorp, Inc. ("KSB") or shareholder of KSB or Camden
(other than by virtue of the purchase hereunder) or acting on behalf of Camden
or KSB.
(g) Purchaser's federal tax identification number is ______________.
5. Miscellaneous.
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(a) This Agreement contains the entire understanding of the parties
with respect to the subject matter hereof. This Agreement may only be amended
by a written instrument duly executed by each of the parties hereto.
(b) Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by the Purchaser (whether by operation
of law or otherwise) without the prior written consent of Camden. Subject to
the preceding sentence, this Agreement shall be binding upon the parties hereto
and their respective successors and assigns.
(c) All fees and expenses incurred by either party in connection with
this Agreement will be borne by such party.
(d) This Agreement shall be governed by the laws of the State of New
York, without giving effect to the principles of conflicts of laws thereof.
(e) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same Agreement.
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(f) The headings of Paragraphs in this Agreement are for convenience
of reference only and shall not, nor shall they be construed to, qualify or in
any other respect affect the meaning of the text.
(g) This Agreement shall not be binding until executed and accepted
by Camden, which acceptance will not require notice to the Purchaser.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement on the date first above written.
CAMDEN NATIONAL CORPORATION
By:
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Name:
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Title:
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[PURCHASER]
By:
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Name:
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Title:
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