<PAGE>
As filed with the Securities and Exchange Commission on October 20, 1999
Registration Statement No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Shares Being Amount to Be Offering Price Per Aggregate Offering Registration
Registered Registered Share(1) Price(1) Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par
value 125,000 shares $18.75 $2,343,750 $652
========================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) based on the average of the high and low sales prices on the
American Stock Exchange on October 19, 1999.
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.
===============================================================================
<PAGE>
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 it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, October 20, 1999
Prospectus
- ----------
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 ("Camden") to one or more
investors at a purchase price of $____ per share, or an aggregate purchase price
of approximately $_______. In connection with the sale, Camden has agreed to pay
a fee equal to ___________ to Ryan, Beck & Co., Inc. for its services as an
agent in connection with the shares to be sold in this offering.
Camden common stock is listed on the American Stock Exchange under the
symbol "CAC." On October 19, 1999, the last reported price of the common stock
on the American Stock Exchange was $18.75 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 October __, 1999.
<PAGE>
THE COMPANY
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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<PAGE>
RECENT DEVELOPMENTS
The KSB Merger
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"). 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 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 its "tainted shares" in order to allow the Merger of Camden and KSB to
be accounted for as a pooling-of-interests.
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 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.
3
<PAGE>
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
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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.
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 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
5
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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
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.
6
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PLAN OF DISTRIBUTION
Camden will sell the common stock offered hereby directly to investors. In
connection with the sale of the common stock offered hereby, Ryan, Beck & Co.,
Inc. will be paid a fee of ___________ for its services as an agent in
connection with the sale. In connection with the Merger, Ryan, Beck & Co., Inc.
is acting as Camden's financial advisor and will receive a fee for its services
in the amount of $300,000. 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.
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.
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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
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<S> <C>
The Company............................................................... 2
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....................................... 7
Forward Looking Statements................................................ 8
Legal Matters............................................................. 8
Experts................................................................... 8
</TABLE>
125,000 Shares
Camden National Corporation
Common Stock
________________
Prospectus
________________
October ___, 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.
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
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).
24.1 Powers of Attorney (included on signature page of Registration
Statement).
</TABLE>
__________________________________
* 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Camden, State of Maine, on this 20th day of
October, 1999.
CAMDEN NATIONAL CORPORATION
By: /s/ Robert W. Daigle
------------------------
Robert W. Daigle
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below hereby severally constitutes and appoints Robert W. Daigle, such person's
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent, or any substitute or
substitutes of any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this 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>
/s/ Rendle A. Jones Chairman of the Board October 12, 1999
- --------------------------
Rendle A. Jones
/s/ Robert W. Daigle Director, President and October 12, 1999
- -------------------------- Chief Executive Officer
Robert W. Daigle (Principal Executive Officer)
/s/ Peter T. Allen Director October 12, 1999
- --------------------------
Peter T. Allen
/s/ Ann W. Bresnahan Director October 12, 1999
- --------------------------
Ann W. Bresnahan
/s/ Royce M. Cross Director October 12, 1999
- --------------------------
Royce M. Cross
/s/ Robert J. Gagnon Director October 12, 1999
- --------------------------
Robert J. Gagnon
/s/ John W. Holmes Director October 12, 1999
- --------------------------
John W. Holmes
/s/ John S. McCormick, Jr. Director October 12, 1999
- --------------------------
John S. McCormick, Jr.
/s/ Richard N. Simoneau Director October 12, 1999
- --------------------------
Richard N. Simoneau
/s/ Susan M. Westfall Treasurer and Chief Financial October 12, 1999
- -------------------------- Officer (Principal Financial and
Susan M. Westfall Accounting Officer)
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C> <C>
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).
24.1 Powers of Attorney (included on signature page of Registration
Statement).
</TABLE>
__________________________________
* Filed herewith
<PAGE>
Exhibit 5.1
October 15, 1999
Camden National Corporation
2 Elm Street
Camden, Maine 04843
Ladies and Gentlemen:
This opinion is furnished in my capacity as general counsel to Camden
National Corporation, a Maine corporation (the "Company"), in connection with
the registration, pursuant to the Securities Act of 1933 (the "Securities Act"),
of 125,000 shares (the "Shares") of common stock, no par value of the Company.
In connection with rendering this opinion, I have examined the
Articles of Organization and the Bylaws of the Company, both as amended to date;
such records of the corporate proceedings of the Company as we have deemed
material; a registration statement on Form S-3 under the Securities Act relating
to the Shares and the prospectus contained therein; and such other certificates,
receipts, records and documents as I considered necessary for the purposes of
this opinion.
I am an attorney admitted to practice in the State of Maine. I
express no opinion concerning the laws of any jurisdiction other than the laws
of the United States of America and the State of Maine.
Based upon the foregoing, I am of the opinion that the Shares are duly
authorized, legally issued, fully paid and nonassessable by the Company under
the Maine Business Corporation Law.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of my name under the caption "Legal
Matters" in the Prospectus.
Very truly yours,
Rendle A. Jones, Esq.
<PAGE>
Exhibit 23.1
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'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, LLC
Portland, Maine
October 18, 1999
