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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): January 7, 2000
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(December 20, 1999)
CAMDEN NATIONAL CORPORATION
(Exact name of Registrant as specified in charter)
Maine 01-28190 01-0413282
- ---------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
Two Elm Street, Camden, Maine 04843
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(Address of principal executive offices) (Zip Code)
(207) 236-8821
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(Registrant's telephone number, including area code)
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This Current Report on Form 8-K/A is being filed by Camden National
Corporation to amend and restate its previously filed Current Report on Form
8-K, dated January 3, 2000.
Item 2 - Acquisition or Disposition of Assets
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Acquisition of KSB Bancorp, Inc. After the close of business on December
20, 1999, following receipt of all required regulatory and stockholder
approvals, Camden National Corporation, a Maine corporation ("Camden"),
completed the acquisition of KSB Bancorp, Inc., a Delaware corporation ("KSB"),
pursuant to the terms and conditions of an Agreement and Plan of Merger, dated
as of July 27, 1999 (the "Merger Agreement"), by and among Camden, Camden
Acquisition Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary
of Camden, KSB and Kingfield Savings Bank, a Maine chartered stock savings bank
and wholly-owned subsidiary of KSB. The acquisition was effected by a series of
transactions resulting in the merger of KSB with and into Camden (the "Merger"),
with Camden as the surviving corporation.
Pursuant to the Merger Agreement, holders of KSB common stock, par value
$.01 per share ("KSB Common Stock"), are entitled to receive, for each such
share held by them on December 20, 1999 at 5:01 p.m. (the "Effective Time"),
1.136 shares of Camden common stock, no par value ("Camden Common Stock"). Any
holder of KSB Common Stock who would otherwise be entitled to receive an amount
of cash equal to the product of such fraction and $17.25, subject to applicable
withholding taxes.
Approximately 1.5 million shares of Camden common stock will be issued in
the Merger, bringing the total number of Camden shares outstanding to
approximately 8 million.
In addition, at the Effective Time, all outstanding and unexercised options
to purchase shares of KSB Common Stock were automatically converted into options
to purchase shares of Camden Common Stock. Camden has assumed all of the KSB
options subject to the terms and conditions of KSB's stock option plans under
which the assumed KSB options were granted. The number of shares of Camden
Common Stock purchasable upon exercise of any KSB option is equal to the number
of shares of KSB Common Stock that were purchasable prior to the Effective Time
multiplied by the exchange ratio of 1.136, rounding to the nearest whole share,
and the per share exercise price of each KSB option was adjusted by dividing the
per share exercise price of each KSB option by the exchange ratio of 1.136,
rounding to the nearest cent.
The Merger will be accounted for as a pooling of interests under generally
accepted accounting principles. A copy of the press release announcing the
effectiveness of the Merger is filed as Exhibit 99.5 hereto.
Board of Directors. As of the Effective Time, the following persons, who
were immediately prior to the Effective Time serving as members of the board of
directors of KSB, became members of the board of directors of Camden:
Name Term
---- ----
Winfield F. Robinson 2002
Theodore C. Johanson 2001
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
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(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Financial statements of the
business acquired are included as Exhibits 99.1 and 99.2 hereto.
(b) PRO FORMA FINANCIAL INFORMATION. Unaudited pro forma financial information
for the three years ended December 31, 1998, 1997 and 1996, and as of and
for the three months ended September 30, 1999, are included as Exhibit 99.3
and Exhibit 99.4, respectively, hereto.
(c) EXHIBIT INDEX.
EXHIBIT INDEX
Description
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2.1 Agreement and Plan of Merger, dated as of July 27, 1999, by and
among Camden National Corporation, Camden Acquisition
Subsidiary, Inc., KSB Bancorp, Inc., and Kingfield Savings
Bank. (Incorporated by reference to the Current Report on Form
8-K filed by Camden National Corporation on August 9, 1999.)
23.1 Consent of Berry, Dunn, McNeil & Parker, LLC relating to the
financial statements of Camden and KSB.
99.1 Financial Statements of KSB Bancorp, Inc. at and for the
periods ended December 31, 1998. (Incorporated by reference to
the Annual Report on Form 10-KSB filed by KSB Bancorp, Inc. on
March 31, 1999.)
99.2 Unaudited Financial Statements of KSB Bancorp, Inc. at and for
the period ended September 30, 1999. (Incorporated by reference
to the Quarterly Report on Form 10-QSB filed by KSB Bancorp,
Inc. on November 15, 1999.)
99.3 Unaudited Pro Forma Financial Information as of and for the
three years ended December 31, 1998, 1997 and 1996.
(Incorporated by reference to the Registration Statement on
Form S-4 filed by Camden National Corporation on October 5,
1999.)
99.4 Unaudited Pro Forma Financial Information as of and for the
three months ended September 30, 1999.
99.5 Press Release of Camden National Corporation, dated
December 20, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Company has duly caused this report to be filed on its behalf by
the undersigned thereunto duly authorized.
CAMDEN NATIONAL CORPORATION
Dated: January 6, 2000 By: /s/ Robert W. Daigle
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Name: Robert W. Daigle
Title: President and
Chief Executive Officer
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Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this Form 8-K 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 Form 8-K.
We also consent to the incorporation by reference in this Form 8-K of our
report dated January 21, 1999 on our audit of the consolidated financial
statements of KSB Bancorp, Inc. for the year ended December 31, 1998, which
report is included in the 1998 Form 10-KSB of KSB Bancorp, Inc. for the year
ended December 31, 1998.
/s/ Berry, Dunn, McNeil & Parker, LLC
Portland, Maine
December 30, 1999
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Exhibit 99.4
Camden National Corporation
KSB Bankcorp, Inc.
Unaudited Pro Forma Condensed Combining Balance Sheet
as of September 30, 1999
<TABLE>
<CAPTION>
Pro Forma
Camden and
Pro Forma KSB
Camden KSB Adjustments Combined
------ --- ----------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C>
ASSETS:
Cash, due from banks 17,563 2,536 2,609 (7) 22,708
Federal funds sold 5,692 - 5,692
Securities 199,673 27,205 - 226,878
Loans 147,554 - 147,554
Reserve for loan losses 470,615 (2,138) - 468,477
Mortgages held for resale 1,013 2,193 - 3,206
Intangible assets 9,443 2,454 - 11,897
Other assets 27,741 6,064 - 33,805
--------- --------- -------- ---------
Total Assets 726,048 191,560 2,609 920,217
========= ========= ======== =========
LIABILITIES and STOCKHOLDERS' EQUITY:
Deposits:
Noninterest-bearing 70,894 12,804 - 83,698
Interest-bearing 463,808 128,739 - 592,547
--------- --------- -------- ---------
Total deposits 534,702 141,543 - 676,245
Borrowings from Federal Home Loan Bank 86,275 29,952 - 116,227
Other borrowed funds 33,083 3,089 - 36,172
Accrued interest and other liabilities 9,372 2,362 2,130 (4) 13,864
--------- --------- -------- ---------
Total liabilities 663,432 176,946 2,130 842,508
--------- --------- -------- ---------
Stockholders' equity:
Common stock 2,436 13 1,469 (6) 3,918
Surplus 1,142 5,172 (1,347) (6)(7) 4,967
Retained earnings 72,725 9,914 (2,130) (4) 80,509
Accumulated other comprehensive income (3,480) (183) - (3,663)
Employee Stock Ownership Plan - (32) - (32)
Bank Recognition and Retention Plan - (21) - (21)
Treasury stock, at cost (10,207) (249) 2,487 (6)(7) (7,969)
--------- --------- -------- ---------
Total stockholders' equity 62,616 14,614 479 77,709
--------- --------- -------- ---------
Total liabilities and stockholders' equity 726,048 191,560 2,609 920,217
========= ========= ======== =========
</TABLE>
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Camden National Corporation
KSB Bankcorp, Inc.
Unaudited Pro Forma Combining Statement of Income
for nine months ended September 30, 1999
<TABLE>
<CAPTION>
Pro Forma
Camden KSB CNC and
National Bankcorp Pro Forma KSB
Historical Historical Adjustments Combined
---------- ---------- ----------- --------
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans 30,598 9,045 - 39,643
Interest on securities 8,431 1,405 - 9,836
Other 1,681 80 - 1,761
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Total interest income 40,710 10,530 - 51,240
Interest Expense
Interest on deposits 13,592 3,637 - 17,229
Interest on other borrowings 4,154 1,078 - 5,232
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Total interest expense 17,746 4,715 - 22,461
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Net interest income 22,964 5,815 - 28,779
Provision for Loan Losses 1,465 550 - 2,015
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Net interest income after provision for loan losses 21,499 5,265 - 26,764
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Other Income
Service charges on deposit accounts 1,677 670 - 2,347
Other service charges and fees 1,920 - 1,920
Mortgage servicing fees 200 - 200
Other income 1,360 125 - 1,485
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Total other income 4,957 995 - 5,952
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26,456 6,260 - 32,716
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Operating Expenses
Salaries and employee benefits 7,368 2,142 - 9,510
Net occupancy 250 - 250
Furniture, equipment and data processing 1,993 620 - 2,613
Other 5,422 1,241 - 6,663
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Total operating expenses 14,783 4,253 - 19,036
Income before income taxes 11,673 2,007 - 13,680
Income Taxes 3,764 639 - 4,403
---------- ---------- ----------- ----------
Net Income 7,909 1,368 - 9,277
========== ========== =========== ==========
Per Share Data
Basic earnings per share 1.20 1.09 1.16
Diluted earnings per share 1.19 1.08 1.15
Weighted average number of share outstanding 6,602,323 1,254,532 8,027,471
</TABLE>
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NOTES TO THE UNAUDITED PRO FORMA
CONDENSED COMBINING BALANCE SHEET
Note 1. Basis of Presentation
---------------------
The pro forma information presented is not necessarily indicative of the
results of operations or the combined financial position that would have
resulted had the merger been consummated at the beginning of the periods
indicated, nor is it necessarily indicative of the results of operations in
future periods or the future financial position of the combined company.
Under generally accepted accounting principles, the transaction will be
accounted for as a pooling of interests and, as such, the assets and liabilities
of KSB will be combined with those of Camden at book value. In addition, the
statements of income of KSB will be combined with the statements of income of
Camden as of the earliest period presented. The unaudited pro forma combining
statements of income give effect to the merger as if the merger occurred at the
beginning of the earliest period presented. The unaudited pro forma combining
balance sheet assumes the merger was consummated on September 30, 1999.
Note 2. Accounting Policies and Financial Statement Classifications
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The accounting policies of both companies are in the process of being
reviewed for consistency. As a result of this review, certain conforming
accounting adjustments may be necessary. The nature and extent of these
adjustments have not been determined but are not expected to be significant.
Note 3. Merger and Restructuring-Related Charges
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The following table provides detail of the estimated charges by type, post-
tax:
Estimated
Type of Cost Costs (in thousands)
------------ --------------------
Personnel $ 165
Technology and operations 300
Facilities 65
Transaction cost and other 1,600
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Total $2,130
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Personnel-related costs consist primarily of charges related to employee
severance, termination of certain employee benefit plans and employee assistance
costs for separated employees. Technology and operations costs include
accelerated depreciation in excess of normal scheduled depreciation and certain
liabilities that will be incurred as a result of the elimination of duplicate
systems. Facilities charges consist of lease termination costs and other
facilities-related exit costs, as well as accelerated depreciation in excess of
normal depreciation, resulting from consolidation of duplicate headquarters and
operational facilities.
These charges have not been reflected in the Unaudited Pro Forma Combining
Statement of Income since they are nonrecurring. The unaudited pro forma
financial information does not give effect to any cost savings in connection
with the pending acquisition.
The unaudited pro forma financial information presented herein does not
reflect the impact of any divestitures that may be required as part of the
combination.
Note 4. Pro Forma Adjustments
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Pro forma adjustments to accrued expenses and other liabilities and
retained earnings reflect the $2.4 million merger and restructuring-related
charge and a $270,000 reduction in the deferred tax liability for the
anticipated tax benefit of such charge. For additional information on the
merger-and restructuring-related charges. (See Note 3).
Note 5. Stock Repurchase Plan
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Camden has had a stock repurchase plan seeking to repurchase stock since
September 1996. The original plan was to seek to repurchase up to five percent
of its outstanding shares. On October 13, 1998, the Camden Board modified the
plan to increase to $6 million the maximum amount of outstanding shares to be
repurchased during the subsequent twelve month period. During the period since
May 1, 1997, a date two years prior to Camden's discussions with KSB, Camden
repurchased 274,682 shares. (See Note 7).
Note 6. Stock Exchange
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The pro forma stockholders' equity accounts of Camden have been adjusted to
reflect the issuance of shares of Camden common stock in exchange for all of the
outstanding shares of KSB common stock, and the retirement of KSB's treasury
stock.
The 1,481,800 shares of Camden common stock expected to be issued pursuant
to the acquisition of KSB are based upon 1,304,401 net KSB shares outstanding as
of August 31, 1999 and the exchange ratio of 1.136 shares of Camden common stock
for each share of KSB common stock.
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Note 7. Stock Reissuance
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In connection with the merger, Camden expects to reissue approximately
125,000 shares of common stock pursuant to a registration statement on Form S-3
under the Securities Act of 1933, as amended. This share reissuance is required
for the proposed transaction to be accounted for as pooling of interests in
accordance with GAAP. There can be no assurances that the estimated share
reissuance will be more than or less than this estimate. The unaudited Pro Forma
Combining Balance Sheets have been adjusted to reflect this transaction.
All issuances are assumed to occur on June 30, 1999, at Camden's closing
price of $20.875 per share and are assumed to be issued from treasury shares
with an average book value of $17.90 per share as of June 30, 1999.
<PAGE>
Exhibit 99.5
PRESS RELEASE
FOR IMMEDIATE RELEASE
Date: December 20, 1999
Contact: Robert W. Daigle, President & CEO
Camden National Corporation
2 Elm Street, Camden, ME 04843
Phone - (207) 236-9131, Ext. 2160
Fax - (207) 236-7889
CAMDEN NATIONAL CORPORATION COMPLETES ACQUISITION OF
KSB BANCORP, INC.
CAMDEN, MAINE -
Camden National Corporation ("CNC") (AMEX: CAC) announced today that it has
completed the acquisition of KSB Bancorp, Inc. ("KSB") (NASDAQ: KSBK). Under
the Agreement and Plan of Merger dated July 27, 1999, holders of KSB common
stock will exchange each of their shares for 1.136 shares of CNC common stock.
CNC also announced the successful completion of an offering of 125,000 shares of
common stock at a price of $17.50 per share. The offering, in which Ryan, Beck
& Co., Inc. acted as Placement Agent, was made to satisfy certain requirements
for use of the pooling of interest method to account for the acquisition.
Commenting on the completion of the acquisition Robert W. Daigle, President and
Chief Executive Officer of CNC, said: "We are both pleased and excited to be
welcoming Kingfield Bank's customers and KSB's shareholders into the Camden
National family. Today's transaction is the first step in creating the new
UnitedKingfield Bank ("UKB") by merging United Bank, our wholly-owned subsidiary
headquartered in Bangor, Maine, with Kingfield Bank, our newly acquired wholly-
owned subsidiary in Kingfield, Maine." Headquartered in Bangor, Maine, UKB will
have assets of approximately $325 million and serve 25,000 customers in 9
counties through 18 branch locations. As previously announced, the combining of
the two banks is scheduled to occur during the first quarter of 2000.
Camden National Corporation is the holding company for four financial services
companies: Camden National Bank, a full-service community bank with ten banking
offices in Belfast, Bucksport, Camden, Damariscotta, Rockland, Thomaston, Union,
Vinalhaven, and Waldoboro, and online @ www.camdennational.com; United Bank, a
full-service community bank with nine banking offices in Bangor, Corinth, Dover-
Foxcroft, Greenville, Hampden, Hermon, Jackman, Milo and Winterport and online @
www.unitedbank-me.com; Kingfield Bank, a full service community bank with nine
banking offices in Bingham, Farmington, Kingfield, Lewiston, Madison, Phillips,
Rangeley, Stratton and Strong (www.kingfield.com); and Trust Company of Maine,
headquartered in Bangor, Maine offering traditional trust and investment
services throughout Central and Eastern Maine.
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This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Reliance should not be placed on
forward-looking statements because they involve unknown risks, uncertainties and
other factors which are, in some cases, beyond the control of CNC or KSB, as the
case may be. Actual events, performance and results could differ materially
from the anticipated events, performance or results expressed or implied by such
forward-looking statements. The factors which may cause such differences
include, among other things, the ability of the parties to consummate the
transactions contemplated by the Agreement, conditions imposed on the
consummation of such transactions by regulatory agencies, the competitive
environment and general economic conditions.
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