<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
CAMDEN NATIONAL CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
^--Enter Company Name Here--^
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LETTERHEAD OF CAMDEN NATIONAL CORPORATION]
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of Camden
National Corporation (the "Company") to be held on the 2nd day of May, 2000, at
3:30 p.m., local time, at the Camden Opera House, 29 Elm Street, Camden, Maine
04843. Your Notice of Annual Meeting, Proxy Statement and Proxy Form are
enclosed, as is the Company's 1999 Annual Report.
At the Annual Meeting, you will be asked to elect four (4) directors to the
Board. In addition, you will be asked to ratify the appointment of Berry, Dunn,
McNeil & Parker as the Company's independent public accountant for 2000.
The Board of Directors recommends that you vote "FOR" the nominees to the Board
of Directors listed in the Proxy Statement and "FOR" appointment of Berry, Dunn,
McNeil & Parker.
Your vote is extremely important. Therefore, whether or not you plan to attend
the Annual Meeting in person, we ask that you return your completed Proxy, using
the envelope provided, as soon as possible and in any case no later than 5:00
p.m. on May 1, 2000.
As always, your continued support is greatly appreciated.
Sincerely,
Rendle A. Jones
Chairman of the Board
Robert W. Daigle
President and Chief Executive Officer
Date: April 5, 2000
<PAGE>
Notice of Annual Meeting of Shareholders
To be held May 2, 2000
Camden National Corporation, a Maine corporation, will hold its annual
meeting of shareholders at the Camden Opera House, 29 Elm Street, Camden, Maine
04843 on May 2, 2000 at 3:30 p.m. local time for the following purposes:
1. To elect four directors. The Board of Directors has nominated Ann W.
Bresnahan, Robert W. Daigle, Rendle A. Jones, and Arthur E. Strout to
serve as directors for terms to expire at the Company's Annual Meeting
of Shareholders in 2003.
2. To ratify the selection of Berry, Dunn, McNeil & Parker as the
Company's independent public accountants for 2000.
3. To consider and act upon such other business and matters or proposals
as may properly come before the meeting.
The board of directors of the Company has fixed the close of business on
March 28, 2000 as the record date for determining the shareholders of the
Company entitled to receive notice of and to vote at the meeting. Only holders
of record of Company common stock at the close of business on that date are
entitled to receive notice of and to vote at the meeting. The Company will make
available for inspection by any shareholder a list of shareholders entitled to
receive notice of and to vote at the meeting during ordinary business hours at
the Company's principal office, Two Elm Street, Camden Maine 04843, for ten days
prior to the meeting. Only business within the purposes described in this
notice may be conducted at the meeting.
The board of directors of the Company unanimously recommends that you vote
"FOR" each of the four nominees for positions on the Board and the ratification
of the selection of Berry, Dunn, McNeil & Parker as the Company's accountants
for 2000.
The board of directors of the Company requests that you fill in and sign
the enclosed proxy card and mail it promptly in the enclosed postage-paid
envelope. Any proxy that you deliver may be revoked prior to the meeting by a
writing delivered to the Company stating that your proxy is revoked or by
delivery of a later dated proxy. Shareholders of record of Company common stock
who attend the Company meeting may vote in person, even if they have previously
delivered a signed proxy.
By Order of the Board of Directors
Arthur E. Strout
Secretary
Camden, Maine
April 5, 2000
<PAGE>
PROXY STATEMENT
Annual Meeting of Shareholders
to be held May 2, 2000
GENERAL INFORMATION
Management furnishes this Proxy Statement in connection with the
solicitation of proxies under the direction of the board of directors of the
Company for use at the Annual Meeting of Shareholders of the Company to be held
May 2, 2000. Only shareholders of record as of March 28, 2000 will be entitled
to notice of, and to vote at, the Annual Meeting. Each share is entitled to
cast one vote for up to four (4) nominees to the board of directors and to cast
one vote on each of the other matters to be voted on at the Annual Meeting.
Cumulative voting is not permitted. As of March 28, 2000, 8,167,358 shares of
the Company's common stock, no par value (sometimes herein referred to as
"Company Stock"), were outstanding.
The cost of soliciting proxies will be borne by the Company. In addition
to use of the mails, proxies may be solicited personally or by telephone or
telegraph by directors and officers who will not be specially compensated for
such solicitation. The Company has engaged American Stock Transfer and Trust
Company (sometimes herein referred to as ("AST&T") as its transfer agent, to
solicit proxies held by brokers and nominees. Brokerage firms and other
custodians, nominees and fiduciaries will be requested to forward these
soliciting materials to their principals and the Company will, upon request,
reimburse them for the reasonable expenses of doing so. The transfer books of
AST & T will remain open between the record date and meeting date.
This Proxy Statement and enclosed proxy were first mailed to the Company's
shareholders on or about April 5, 2000. Your proxy is important in helping to
achieve good representation at the meeting. Any shareholder giving a proxy has
the right to revoke it at any time before it is exercised; therefore, execution
of the Proxy will not in any way affect a shareholder's right to attend the
meeting in person. Revocation may be made prior to the meeting by written
revocation or duly executed proxy bearing a later date sent to the Company,
Attention: Arthur E. Strout, Secretary, Two Elm Street, Camden, Maine 04843; or
a proxy may be revoked personally at the Annual Meeting by written notice to the
Secretary at the Annual Meeting prior to the voting of the proxy. In the
absence of specific instructions to the contrary, shares represented by properly
executed proxies received by management, including unmarked proxies, will be
voted to elect the nominees to the Board described herein, and to ratify the
selection of Berry, Dunn, McNeil & Parker as the Company's independent public
accountants for 2000.
The holders of a majority of the Company's outstanding shares of common
stock, present in person or by proxy, are required for a quorum at the meeting.
The Company had 8,167,358 shares of common stock outstanding on March 28, 2000,
the record date for this meeting. If a quorum is present at the meeting a
simple majority of shares voted is required for election of the four (4)
directors, and to ratify the selection of Berry, Dunn, McNeil & Parker as the
Company's independent public accountant for 2000. The judges of election will
treat abstentions as shares that are present and entitled to vote for purposes
of determining the presence of a quorum, but as not voting for purposes of
determining the approval of any matter submitted to the shareholders for a vote.
If a broker indicates on the proxy that it does not have discretionary authority
as to certain shares to vote on a particular matter, those shares will be
considered as present for purposes of determining a quorum but not for purposes
of voting with respect to that matter.
<PAGE>
PRINCIPAL SHAREHOLDERS
As of March 28, 2000, there were 8,167,358 shares of Company Stock
outstanding, held of record by approximately 1,130 shareholders. Only
shareholders of record as of March 28, 2000 shall be entitled to vote at the
Annual Meeting and each share is entitled to one vote.
The following table sets forth information with respect to the beneficial
ownership of Company common stock as of March 28, 2000, by (i) each person known
by the Company to own beneficially more than five (5) percent of the Company's
outstanding stock, (ii) each current director of the Company and nominees for
positions on the board of directors, (iii) the named executive officers (defined
below), and (iv) all executive officers and directors of the Company as a group.
Except as otherwise indicated below, each of the directors, executive officers
and shareholders owning more than five (5) percent of Company stock has sole
voting and investment power with respect to all shares of stock beneficially
owned by him as set forth opposite his name.
<TABLE>
<CAPTION>
Percentage of
Number of Shares
5% or Greater Shareholders: Shares Held Outstanding
<S> <C> <C>
Kenneth C. & Prudence G. Dickey 779,112 9.5%
13 Curtis Avenue
Camden, ME 04843
Rendle A. Jones 425,699 /(1)/ 5.2%
P.O. Box 190
76 Beloin Road
Camden, Maine 04843
Directors, Nominees and named executive officers:
Ann W. Bresnahan 23,940 /(2)/ *
Robert J. Campbell 2,700 *
Robert W. Daigle 32,274 /(3)/ *
Robert J. Gagnon 2,028 *
Ward I. Graffam 370 *
John W. Holmes 5,500 *
Theodore C. Johanson 14,960 /(4)/ *
John S. McCormick, Jr. 19,700 /(5)/ *
Keith C. Patten 132,105 /(6)/ 1.6%
Winfield F. Robinson 50,253 /(7)/ *
Richard N. Simoneau 21,240 *
Arthur E. Strout 103,131 /(8)/ 1.3%
All nominees, continuing directors and
Executive officers as a group (19 persons): 1,634,244 20.0%
</TABLE>
<PAGE>
- ------------------------------------
* Less than one (1) percent.
(1) Includes 371,660 shares owned by various trusts of which Mr. Jones acts as
trustee, and to which shares he disclaims any beneficial interest and an
additional 1,950 shares owned by spouse, as to which he disclaims any
beneficial interest.
(2) Includes 5,940 shares over which voting and dispositive power are shared
with spouse.
(3) Includes 30,000 shares underlying stock options exercisable within 60 days
and an additional 300 shares owned by spouse, as to which he disclaims any
beneficial interest.
(4) Includes 2,272 shares underlying stock options exercisable within 60 days.
(5) Includes 2,700 shares owned by spouse, as to which shares he disclaims any
beneficial interest.
(6) Includes 57,000 shares owned by spouse, as to which shares he disclaims any
beneficial interest.
(7) Includes 4,544 shares underlying stock options exercisable within 60 days
and an additional 6,652 shares owned by spouse, as to which he disclaims
any beneficial interest.
(8) Includes 62,436 shares owned by a trust of which Mr. Strout acts as
trustee, and to which shares he disclaims any beneficial interest.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires the Company's
executive officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities to file reports of ownership
and changes on ownership with the SEC and the AMEX. These persons are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. During the period January 1, 1999 through December 31, 1999, to the
Company's knowledge, Laurel J. Bouchard and June B. Parent, each an executive
officer, failed through administrative error to timely report upon appointment
as executive officers, which has since been corrected. To the Company's
knowledge, based solely on a review of copies of such reports and written
representations all other filing requirements during the fiscal year ended
December 31, 1999, in the Company's securities that were engaged in by the
Company's executive officers and directors, and therefore required to be
disclosed pursuant to Section 16(a) of the Securities Exchange Act, were timely
reported.
PROPOSAL 1 - ELECTION OF DIRECTORS
Directors and Executive Officers
The directors are classified into three categories with each category as
nearly equal in number as possible. Only one category of directors is elected t
each annual meeting of shareholders and all directors are elected for three
years terms. Four directors have been nominated for election to the board of
directors to serve until the 2003 Annual Meeting of Shareholders, or until their
successors are duly elected and qualified. The proxies will be voted, unless
authority to do so is withheld, in favor of the four (4) nominees recommended by
the board of directors. Management recommends voting "FOR" each person named
below.
On the following page is a list of the nominees for the board of directors,
including their age, as of December 31, 1999, their current positions with the
Company and its subsidiaries: Camden National Bank, United Kingfield Bank, and
Trust Company of Maine, Inc.
<PAGE>
<TABLE>
<CAPTION>
Position Current Term of
Nominees: Age with Company Directorship Positions with Subsidiaries
<S> <C> <C> <C> <C>
Ann W. Bresnahan 48 Director 2000 Director, Camden National Bank
Robert W. Daigle 50 Director, President & 2000 Director, President & Chief Executive
Chief Executive Officer Officer, Camden National Bank
Director, United Kingfield Bank
Director, Trust Company of Maine,
Inc.
Rendle A. Jones 57 Director & Chairman 2000 Director & Chairman,
Camden National Bank
Director, United Kingfield Bank
Arthur E. Strout 64 Director 2000 Director, Camden National Bank
</TABLE>
Following is a list of directors not currently standing for election to the
Board of Directors and the executive officers of the Company, including their
age, as of December 31, 1999, and current positions with the Company and/or its
subsidiaries: Camden National Bank, United Kingfield Bank and Trust Company of
Maine, Inc.
<TABLE>
<CAPTION>
Other Directors Position Term of
and Officers Age with Company Directorship Positions with Subsidiaries
<S> <C> <C> <C> <C>
Robert J. Campbell 51 Director 2002 ----
Robert J. Gagnon 52 Director 2001 Director, Camden National Bank
Ward I. Graffam 59 Director 2002 ----
John W. Holmes 54 Director 2002 Director, Camden National Bank
Theodore C. Johanson 62 Director 2001 Director, United Kingfield Bank
John S. McCormick, Jr 68 Director 2001 Director, Camden National Bank
Winfield F. Robinson 62 Director 2002 Director & Chairman,
United Kingfield Bank
Richard N. Simoneau 64 Director 2001 Director, Camden National Bank
Director, Trust Company of Maine,
Inc.
Laurel J. Bouchard 44 Vice President Corporate ---- ----
Sales and Marketing Officer
James C. Ebbert 51 Assistant to the President ---- Assistant to the President,
Camden National Bank
June B. Parent 36 Vice President & Human ---- ----
Resources Manager
Jeffrey D. Smith 37 Vice President & Chief ---- ----
Operations Officer
Susan M. Westfall 43 Vice President, Clerk, ---- Vice President, Cashier,
Treasurer & Chief Financial Investment & Trust Officer,
Officer Camden National Bank
</TABLE>
<PAGE>
All of the officers listed will hold office as elected by the Company's
Board of Directors. There are no arrangements or understandings between any of
the directors, or officers or any other persons pursuant to which any of the
above directors have been selected as directors, or any of the above officers
have been selected as officers, other than as described above. There are no
"family relationships" among the above directors and officers, as that term is
defined by the Securities and Exchange Commission.
During the past five years, the business experience of each executive
officer, director, and nominee for director is set forth below. None of the
organizations in the descriptions below except Camden National Bank,
United Kingfield Bank and Trust Company of Maine are affiliated with the
Company.
Nominees for Election as Directors
- ----------------------------------
Ann W. Bresnahan. Ms. Bresnahan has been a Director of the Company and
Camden National Bank since 1990. She has been a full-time volunteer and civic
leader since 1970.
Robert W. Daigle. Mr. Daigle is President and Chief Executive Officer of
the Company. He has been a Director of the Company and Camden National Bank
since 1996, after being named President and Chief Executive Officer of Camden
National Bank effective January 8, 1996. Mr. Daigle has also been a Director of
Trust Company of Maine, Inc. since 1996. Mr. Daigle was a Director of United
Bank from June 1999 until its merger with Kingfield Bank in February 2000, at
which time he became a Director of United Kingfield Bank. From 1991 until 1996,
he served Fleet Bank of Maine as Regional President and Senior Bank Official
overseeing Maine's northern and eastern markets.
Rendle A. Jones. Mr. Jones has been a Director of the Company and Camden
National Bank since 1988, and became Chairman of the Company in 1998 and
Chairman of Camden National Bank in 1999. Mr. Jones was a Director of United
Bank from 1996 until its merger with Kingfield Bank in February 2000, at which
time he became a Director of United Kingfield Bank. Mr. Jones is a partner in
the law firm of Harmon, Jones, Sanford, & Elliot, LLP in Camden, Maine, where he
has worked since 1968. He is also a partner in the following entities: Fuller,
Jones & Stivers, financial advisors; Professional Services Center, real estate
rentals and Washington Street Associates, real estate rentals. Mr. Jones is
also General Counsel to the Company.
Arthur E. Strout. Mr. Strout has been a Director of the Company and
Camden National Bank since 1984 and 1979, respectively. He is also an attorney
in the law firm of Strout & Payson, P.A., in Rockland, where he has worked since
1971.
Continuing Directors
- --------------------
Robert J. Campbell. Mr. Campbell joined the Board of Directors in November
1999. He is a partner in the investment management firm of Beck, Mack & Oliver
in New York, New York.
Robert J. Gagnon. Mr. Gagnon has been a Director of the Company and Camden
National Bank since 1996. Mr. Gagnon is also Manager of the Rockland Super
Shop-n-Save, a position he has held for nineteen years.
Ward I. Graffam. Mr. Graffam joined the Board of Directors in November
1999. Mr. Graffam is a former co-owner of Wayfarer Marine Corporation in Camden,
Maine and a consultant to businesses on strategic issues. Previously, he spent
thirty years in various legal and executive positions with Unum Corporation,
most recently as President and managing director of UNUM European Holding
Company.
<PAGE>
John W. Holmes. Mr. Holmes has been a Director of the Company and Camden
National Bank since 1989. Mr. Holmes is also President and majority owner of
Consumers Fuel Company in Belfast, Maine, a position he has held for 22 years.
Theodore C. Johanson. Previously a Director of KSB Bancorp, Inc., Mr.
Johanson became a Director of the Company concurrent with its acquisition of KSB
Bancorp, Inc. in December 1999. Mr. Johanson was a Director of KSB and
Kingfield from October 1996 until the former's acquisition by the Company in
December 1999 and the latter's merger with United Bank in February 2000, at
which time he became a Director of United kingfield Bank. Mr. Johanson has been
the President of Falcon Shoe Company in Lewiston, Maine since 1963.
John S. McCormick, Jr. Mr. McCormick has been a Director of the Company and
Camden National Bank since 1984 and 1975, respectively. Mr. McCormick has also
been a principal of Consolidated Real Estate and Engineering, a professional
engineering/consulting firm, since 1969.
Winfield F. Robinson. Previously Chairman and a Director of KSB Bancorp,
Inc., Mr. Robinson became a Director of the Company concurrent with its
acquisition of KSB Bancorp, Inc. in December 1999. Mr. Robinson served as
Chairman of the Board of KSB since its formation in 1993. He also served as a
Director of Kingfield Bank from 1976 and was elected Chairman of the Board in
1986 until the former's acquisition by the Company in December 1999 and the
latter's merger with United Bank in February 2000, at which time he become a
Director and Chairman of United Kingfield Bank. Mr. Robinson has been the
President of Timber Resource Group LLC, a forest products firm based in
Farmington, Maine since 1998.
Richard N. Simoneau. Mr. Simoneau has been a Director of the Company and
Camden National Bank since 1984 and 1978, respectively. Mr. Simoneau has also
been a director of Trust Company of Maine, Inc. since January 1998. Mr.
Simoneau has also been a partner in Simoneau & Norton, Masters & Alex, CPA, PA
in Rockland, Maine since 1999 and was previously a partner in Simoneau & Norton,
CPAs, P.A., from 1993 to 1998. From 1990 to 1993, Mr. Simoneau was a Director
of Associated Grocers of Maine.
Executive Officers
- -------------------
Laurel J. Bouchard. Ms. Bouchard has been Vice President Corporate Sales
and Marketing for the Company since May 1999. From 1993 to 1999, she held
several positions with Fleet Bank, the most recent one being Senior Vice
President and District Manager.
James C. Ebbert. Mr. Ebbert joined Camden National Bank in October 1998 as
Assistant to the President. From 1990 to September 1998 he consulted in
corporate workouts, restructurings, crisis management and interim management.
Prior to joining Camden National Bank, he practiced with the firms of Allomet
Partners, Ltd. and Nachman, Hays & Associates, Inc. from January 1997 to
September 1998 and January 1995 to December 1996, respectively. Mr. Ebbert has
over 25 years of business and management experience.
June B. Parent. Ms. Parent has been Vice President of Human Resources for
the Company since January 1999. Prior to that, she had been the Personnel
Manager for the Company since July 1995 and prior to that Executive Assistant to
the President & Chief Executive Officer of United Bank from September 1992 to
June 1995.
Keith C. Patten. Mr. Patten was the President, Chief Executive Officer and
a director of the Company from 1984 until his retirement in May 1999. He had
also served as a director of Camden National Bank since 1976, and was elected
the Board Chairman in 1996; at which time he stepped down as President and CEO
of Camden National Bank in order to focus on management of the Company. Mr.
Patten was also a director of United Bank from 1996 until his retirement date.
<PAGE>
Jeffrey D. Smith. Mr. Smith has been Vice President and Chief Operations
Officer for the Company since February 1997. From January 1986 until joining
the Company, he held various positions with Key Bank, most recently as Vice
President and District Service Manager.
Susan M. Westfall. Ms. Westfall has been Treasurer and Chief Financial
Officer of the Company since 1996. During 1997 her responsibilities were
expanded to include those of Clerk. She also has been with Camden National
Bank since 1979, and was promoted to Vice President in 1991. During 1997 her
responsibilities were expanded to include those of Cashier, Investment, and
Trust Officer.
For a summary of the business experience and biographical information for
Mr. Daigle, see "--Continuing Directors" above.
Board of Directors and its Committees
- -------------------------------------
Board of Directors. During the major portion of 1999, the Company was
managed by a ten-member board, a majority of who were independent of the
Company's management. In December 1999, two new Directors were elected,
Winfield F. Robinson and Theodore C. Johanson; and two new Directors were
appointed to replace vacant positions, Robert J. Campbell and Ward I. Graffam.
The Board of Directors of the Company held twelve regular meetings, two special
meetings, and one annual meeting during 1999. Each of the directors attended at
least 75% of the total number of meetings of the Company's Board and meetings of
the committees of the Company Board that he or she was eligible to attend.
The Company's Board of Directors has standing audit, executive, retirement
plan administration, personnel and compensation, and nominating committees.
Audit Committee. The members of the Audit Committee consisted of Peter T.
Allen, Chairman, Ann W. Bresnahan, Robert J. Gagnon, John W. Holmes, and Richard
N. Simoneau. The committee met four (4) times during 1999. The Audit Committee
receives and reviews reports on examinations and accounting audits of the
Company, and works to ensure the adequacy of operating practices, procedures
and controls.
Executive Committee. The members of the Executive Committee consisted of
Rendle A. Jones, Chairman, John W. Holmes, Arthur E. Strout and Robert W.
Daigle. The executive committee is responsible for strategic planning and in-
depth review of all matters to be brought before the Board of Directors.
Retirement Plan Administration Committee. The members of the Retirement
Plan Administration Committee consisted of John W. Holmes, Chairman, Robert W.
Daigle, John S. McCormick, Jr., Ann W. Bresnahan, Susan M. Westfall and June B.
Parent. The committee reviews all matters relating to the retirement plans
offered to the employees of the Company and its banking and non-banking
subsidiaries.
Personnel and Compensation Committee. The Company's Personnel and
Compensation Committee met once during 1999 and consisted of Richard N.
Simoneau, Chairman, Robert J. Gagnon, Rendle A. Jones, and nonvoting members
Robert W. Daigle and June B. Parent. None of the members of the committee
served on a similar committee for any other company besides subsidiaries of the
Company. The function of the committee is to oversee personnel relations,
salary administration, training programs, officer selection, management
succession and fringe benefits.
Nominating Committee. The Nominating Committee, which met once in 1999,
consisted of Richard N. Simoneau, Chairman, Peter T. Allen, John S. McCormick
Jr., Keith C. Patten, and Arthur E. Strout. The function of the Nominating
Committee is to nominate individuals for election to the Board of Directors, to
nominate an individual for the position of Chairman of the Company, and to
nominate individuals to serve as executive officers of the Company and its
subsidiaries.
<PAGE>
Nominations for election to the Company's Board of Directors may be made by
any shareholder of the Company. Such nominations must be made in writing and
delivered or mailed to the President of the Company within seven (7) days after
this proxy statement is mailed to shareholders. Nominations must contain the
following information, to the extent known to the person making the nomination:
(a) the name and address of each proposed nominee; (b) the principal occupation
of each proposed nominee; (c) the total number of shares of Company common
stock that will be voted for each proposed nominee; (d) the name and residence
address of the nominating shareholder; and (e) the number of shares of Company
common stock owned by the nominating shareholder. The Chairperson presiding at
the Annual Meeting of Shareholders may disregard any nominations not made in
accordance with these provisions, and may instruct vote tellers to disregard all
votes cast for each such nominee.
Executive Compensation
- ----------------------
The following table sets forth, for each of the Company's last three fiscal
years, the annual compensation awarded to the Company's chief executive officer
and the four most highly compensated executive officers who earned in excess of
$100,000 during the year-ended December 31, 1999 (the "named executive
officers").
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation All Other
-------------------------------- ------------
Name Year Salary /(1)/ Bonus /(2)/ Options Compensation/(3)/
---- ----------- ----------- ------- -----------------
<S> <C> <C> <C> <C> <C>
Keith C. Patten 1999 $181,279 $ 0 ---- $1,600
President and Chief 1998 325,183 35,186 ---- 623
Executive Officer of 1997 286,718 30,593 ---- 595
President and Chief
Executive Officer of
Camden National
Corporation (retired
May, 1999)
Robert W. Daigle 1999 $228,254 $19,587 ---- $2,239
President and Chief 1998 178,185 20,113 ---- 1,595
Executive Officer of 1997 158,400 16,980 ---- 1,125
Camden National
Corporation and
Camden National Bank
</TABLE>
(1) Includes salaries deferred by contribution to the Company's 401(k) Plan.
The 401(k) Plan is available to all regular employees of the Company, who
are at least 21 years old and have completed at least one year of eligible
service. Mr. Daigle was allowed to contribute up to 15% of his salary to
the 401(k) Plan not exceeding the IRS limitation ($10,000 each in 1999).
The amounts in this column also include fees paid for service as directors.
(2) Bonuses are listed in the year earned and normally accrued, although such
bonuses may be paid in the following year. Also includes deferred bonuses.
(3) Amount shown for 1999 consists of $2,239 contribution to 401(k) Plan by the
Company. The Company contributes a matching amount equal to 25% of the
first 4% of salary deferred by the named executed officer, up to the limit
specified in Code Section 401(a)(17) during 1999. The amounts accumulating
in the accounts under the 401(k) Plan are immediately vesting in the
employer contributions to their accounts in the 401(k) Plan.
<PAGE>
Stock Options and Similar Awards
For each named executive officer, the value of an option is the current
fair market value per share of the Company's common stock, minus the applicable
exercise price, times the number of shares that may be purchased under the
option. There were no stock options granted during the year-ended December 31,
1999.
Aggregated Option Exercises in Fiscal Year 1999 and
---------------------------------------------------
Fiscal Year-End 1999 Option Values
----------------------------------
<TABLE>
<CAPTION>
Number of Securities Value of unexercised In-
Shares Underlying Unexercised The-Money Options At
Acquired On Value Option at Fiscal Year-End Fiscal Year-End
-------------------------- -------------------------------
Name Exercise (#) Realized($)(1) Exercisable Unexercisable Unexercisable Unexercisable(2)
- ---- ------------ -------------- ----------- ------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Keith C. Patten 0 $1,500,000 0 0 $ 0 $ 0
Robert W. Daigle 0 0 30,000 0 132,600 0
</TABLE>
(1) The "value realized" represents the difference between the base (or
exercise) price of the option shares and the market price of the option
shares on the date the option was exercised. The value realized is
determined without considering any taxes, which may be owed.
(2) Assumes market price of $16.75 per share, which was the closing price of a
share of common stock reported on the American Stock Exchange on December
31, 1999.
Retirement Plans
The Company maintains a qualified noncontributory defined benefit pension
plan (the "Pension Plan"), which is available to all regular employees who are
at least 21 years of age and have completed at least one year of eligible
service. Mr. Patten, who retired in May 1999 and Mr. Daigle are both
beneficiaries of the Pension Plan. The Company also maintains a nonqualified
noncontributory defined benefit supplemental executive retirement program (the
"SERP") for certain highly compensated employees, including Mr. Patten and Mr.
Daigle.
Participants in the Defined Benefit Plan receive upon retirement payment(s)
based on years of service (up to 25 years) times a percentage of the
participant's covered annual compensation during the five consecutive years out
of the last ten years before retirement in which the participant's compensation
was highest. After September 1, 1999 participants in the SERP receive upon
retirement a life annuity based on years of service (up to 25 years) times a
percentage of the participant's average salary and bonus for the 36 months of
employment by the Company during which the participant's compensation was
highest, reduced by the following amounts: 50% of the participant's projected
primary Social Security benefits; the participant's benefits under the Pension
Plan; the portion of the participant's benefits under the 401(k) Plan arising
from employer contributions; and the participant's benefits under any other
incentive or retirement plan that may be instituted by the Company or its
subsidiaries, excluding stock options and the incentive bonus plan.
<PAGE>
The following table illustrates annual retirement benefits payable from the
Pension Plan for life, assuming retirement in 1999 at age 65, for various levels
of Final Average Compensation and Years of Service with the Company. The Pension
Plan benefits in the table are not subject to deduction for Social Security or
other offset amounts.
PENSION PLAN TABLE
------------------
<TABLE>
<CAPTION>
Years of Service
---------------------------------------------------------
Final Average
Compensation (1) 10 15 20 25 30 35
- ---------------- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
$ 125,000 $21,600 $32,401 $43,201 $54,001 $54,001 $54,001
150,000 26,350 39,526 52,701 65,876 65,876 65,876
160,000 28,250 42,376 56,501 70,626 70,626 70,626
200,000 28,250 42,376 56,501 70,626 70,626 70,626
300,000 28,250 42,376 56,501 70,626 70,626 70,626
400,000 28,250 42,376 56,501 70,626 70,626 70,626
500,000 28,250 42,376 56,501 70,626 70,626 70,626
600,000 28,250 42,376 56,501 70,626 70,626 70,626
1,000,000 28,250 42,376 56,501 70,626 70,626 70,626
</TABLE>
(1) As a result of limitation, effective January 1, 1997, under the Internal
Revenue Code of 1986, as amended (the "Code"), annual compensation in
excess of $160,000 is not taken into account when calculating benefits
under the Pension Plan.
The following table illustrates annual retirement benefits payable from the
SERP for life, assuming retirement in 1999 at age 65, for various levels of
Final Average Compensation and Years of Service with the Company.
SERP TABLE
----------
<TABLE>
<CAPTION>
<CAPTION>
Years of Service
---------------------------------------------------------
Final Average
Compensation (1) 10 15 20 25 30 35
- ---------------- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
125,000 19,940 23,429 22,599 17,449 17,449 17,449
150,000 24,540 28,904 27,999 21,822 21,822 21,822
160,000 26,380 31,094 30,159 23,574 23,574 23,574
200,000 36,780 46,694 50,959 49,574 49,574 49,574
300,000 62,780 85,694 102,959 114,574 114,574 114,574
400,000 88,780 124,694 154,959 149,574 149,574 149,574
500,000 114,780 163,694 206,958 244,574 244,574 244,574
600,000 140,780 202,694 258,959 309,574 309,574 309,574
1,000,000 244,780 358,694 466,959 569,574 569,574 569,574
</TABLE>
<PAGE>
The following table sets forth the number of years of credited service of
the named executive officer listed in the Summary Compensation Table.
Credited
Years of Service
----------------
Keith C. Patten 22
Robert W. Daigle 3
------------------------------
Change of Control Agreements
- ----------------------------
The SERP provides that in the event the Company is merged with another
company and the other company survives the merger, and Mr. Daigle is not made an
officer of the surviving company and the surviving company does not assume the
Company's obligations under the SERP, the Company Board may authorize a payment
to named executive officer in an amount to be determined in the discretion of
the Company Board.
Director Compensation
Directors of the Company received $400 for attendance at each regular
meeting of the board of directors, and $150 for attendance at each meeting of a
committee of the board of directors during 1999. In addition, the Chairman of
the board of directors received an annual retainer of $5,000. No additional fees
were paid for membership on or attendance at meetings of the Company Board or
any committees of the board of directors.
Director compensation is paid monthly to those directors who do not defer
their compensation. Any director of the Company may defer up to 100% of their
fees and retainer in any calendar year. If a director elects to defer their
compensation, the Company automatically credits the amounts deferred to
interest-earning accounts for each of the respective directors. Shares of
Company stock are purchased quarterly by the plan for those directors electing
this option. Deferred director's fees and/or stock are paid to participants in a
deferral plan, or their designated beneficiaries, upon their termination as
directors.
Employment Agreement with Mr. Daigle
The Company and Camden National Bank have entered into an employment
agreement with Mr. Daigle (the "executive") for an initial term of five years.
At the expiration thereof, including any renewals, the employment agreement is
extended automatically for additional five-year periods unless, within a
specified time, any party to the employment agreement gives written notice to
the other of such party's election not to so extend the term of the employment
agreement.
The employment agreement provides, among other things, for (i) an annual
base salary of $235,000, (ii) insurance and other benefits, and (iii) in the
event of (A) termination by the executive for any reason after a change in
control of the Company or Camden National Bank, or (B) termination of the
executive by the Company or Camden National Bank without cause, aggregate
payments (made according to the Company's and Camden National Bank's regular
payroll schedule) equal to two time the executive's annual salary then in
effect, as well as continued insurance and benefits (except profit sharing)
during such two year period.
The employment agreement includes a provision for termination of the
executive for cause, whereupon payments and benefits cease. The employment
agreement also includes certain non-solicitation and non-competition provisions,
which extend for four years following the executive's termination of employment.
<PAGE>
Compensation Committee Interlocks and Insider Participation
The Personnel and Compensation Committee consisted of Richard N. Simoneau,
Chairman, Robert J. Gagnon, Rendle A. Jones, and nonvoting members Robert W.
Daigle and June B. Parent. Many members of the Personnel and Compensation
Committee and their affiliates and families are borrowers from the Company's
subsidiaries. All loans and credit commitments to such persons were made in the
ordinary course of business and were on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with unaffiliated persons, and did not involve more than the normal
risk of collectibility or present other unfavorable features to the Company's
subsidiaries.
Personnel and Compensation Committee Report
The performance of the Company has a direct bearing on executive
compensation for any given year. When the performance of the Company meets or
exceeds its budgetary expectations, compensation is expected to be more generous
than in years when the budgetary expectations have not been met. The Personnel
and Compensation Committee remains aware that compensation must not be set at a
level that will inhibit the Company's competitiveness in its market areas.
Nevertheless, levels of compensation is also guided in large part by the
Company's need to attract and retain capable executives who can make a major
contribution to the Company's success. The Personnel and Compensation Committee
has regularly reviewed compensation surveys comparing the Company's subsidiary
banks with other banks in the State of Maine and with other banks nationally in
the Company's subsidiary banks' size grouping.
Compensation Program Components
Compensation is based on two primary components: base salary and a
performance-based incentive compensation program. Base salary is intended to
adequately reward officers and employees for capable performance within their
respective job descriptions, consistent with keeping the Company competitive
within its industry and market areas. The performance-based compensation
program is designed to create an environment where employees take a more
personal interest in the performance of the Company and are rewarded for
balancing profit with growth and quality with productivity. The following
executive officers also participate in a deferred compensation plan: Mr.
Daigle, Mr. Ebbert, Ms. Parent, Mr. Smith, and Ms. Westfall. The Personnel and
Compensation Committee considers that the levels of executive pay are both
reasonable and necessary to remain competitive in the market.
Performance Measures
There are several performance measures used in evaluating the compensation
of executive officers. In addition to the use of state and national banking
surveys, the specific performance of the executive officer is considered.
There is for each executive officer an annual performance evaluation conducted
by an individual in the next level of management, and the Personnel and
Compensation Committee reviews the performance of the Company's Chief Executive
Officer. The performance of the Company as a whole and the financial plan for
the ensuing year in particular are guiding factors in establishing the levels of
compensation. However, the general factors of the business climate, the
performance of the Company and the evaluation of the executive officer being
considered are all factors being reviewed in determining executive compensation.
It is a central aim of the Personnel and Compensation Committee to ensure that
each executive officer is justly compensated for his or her contribution,
knowing that the contribution directly affects the Company and its shareholders.
<PAGE>
Stock Option Plan
An additional component of compensation for key employees is the award of
options to purchase shares of Company common stock at fixed prices. The 1993
Stock Option Plan is based on performance in that the options only have value if
the market value of Company common stock increases. Pursuant to the 1993 Stock
Option Plan, as amended, the Company awarded options to the following executive
officers during 1999: Ms. Bouchard and Mr. Ebbert.
Compensation of the Chief Executive Officer
The Personnel and Compensation Committee annually reviews the Chief
Executive Officer's existing compensation arrangements, the performance of the
Company and the Chief Executive Officer, and the compensation of chief executive
officers in similar companies of comparable size.
The Chief Executive Officer's compensation is divided into three basic
categories: salary and deferred compensation, performance-based incentive
compensation, and director's fees.
In past years the salary of the Chief Executive Officer has been increased
based upon performance of the Company in the previous year. The salary level
selected must be within the salary range for chief executive officers in other
similar companies of comparable size. The personnel department conducts a study
of the salary ranges of chief executive officers in other similar companies of
comparable size as shown by published compensation surveys, and provides its
results to the Personnel and Compensation Committee along with supporting data
and a suggested salary range for the year. The salary for the Chief Executive
Officer for 1999 was increased 12.1% over 1998, based on the Company's net
profits for the 1998 fiscal year. An adjustment was also made when Mr. Daigle
was named President and Chief Executive Officer in May 1999.
The second part of the Chief Executive Officer's compensation program is
based upon the performance-based incentive compensation program, which applies
to all officers and employees. The 1999 performance-based incentive
compensation program resulted in additional compensation for the Chief Executive
Officer of 9.09%.
The third portion of the Chief Executive Officer's compensation program is
director's fees, which are the same for all directors.
The total compensation package for the Chief Executive Officer is
competitive with the compensation programs provided by other similar companies
of comparable size. Moreover, the Personnel and Compensation Committee believes
that it has set compensation at levels that reflect the Chief Executive
Officer's contribution towards the Company's success and achievement of
objectives.
Submitted by: Richard N. Simoneau
Robert J. Gagnon
Rendle A. Jones
Robert W. Daigle (non-voting)
June B. Parent (non-voting)
<PAGE>
Stock Performance Graph
- -----------------------
The following graph illustrates the estimated annual percentage change in
the Company's cumulative total shareholder return on its common stock for the
period October 7, 1997 through December 31, 1999. For purposes of comparison,
the graph also illustrates comparable shareholder return of Nasdaq banks as a
group as measured by the Nasdaq Banks Stock Index and of companies of similar
capitalization value as measured by the Russell 2000 Stock Index. The graph
assumes a $100 investment on October 7, 1997 in the Company common stock, the
Nasdaq banks as a group, and the Russell 2000 companies as a group and measures
the amount by which the market value of each, assuming reinvestment of
dividends, has increased as of December 31, 1999.
[PLOT POINT]
$138.98
$140.00
$132.31
$120.00
$113.56
$107.61 $108.83
$100.00
$100.00 $94.95
$94.23
$90.98
$87.37
$80.00
10/07/97 12/31/97 12/31/98 12/31/99
CERTAIN RELATIONSHPS AND RELATED TRANSACTIONS
Certain Business Relationships
Rendle A. Jones is a partner in the law firm of Harmon, Jones, Sanford &
Elliot, LLP, which performed legal services for the Company during 1999. The
fees paid by the Company to the law firm totaled less than 5% of the law firm's
gross revenues during 1999. Also, Arthur E. Strout is a partner in the law firm
of Strout & Payson, P.A., which performed legal services for the Company during
1999. The fees paid by the Company to the law firm totaled less that 5% of the
law firm's gross revenues during 1999.
Except as described above, no nominee for director, other continuing
director or executive officer of the Company engaged in any transaction with the
Company or any of its subsidiaries during fiscal year 1999, in which the amount
involved exceeded or exceeds $60,000, other than the financial transactions
described below "--Indebtedness of Management."
<PAGE>
Indebtedness of Management
The Company's nominees for directors, continuing directors and executive
officers have had, and are expected to have in the future, financial
transactions with one or more of the Company's subsidiary banks. As of December
31, 1999, the outstanding loans by the Company's subsidiary banks to the
Company's nominees, continuing directors and executive officers amounted to an
aggregate of approximately $1.1 million. These loans were made in the ordinary
course of business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
unaffiliated persons.
OTHER MATTERS
Shareholder Proposals for Annual Meetings
- -----------------------------------------
Shareholder proposals (including director nominations) submitted pursuant
to Rule 14a-8 of the Exchange Act for inclusion in the Company's proxy statement
and form of proxy for the 2001 Annual Meeting of Shareholders must be received
by the Company by December 1, 2000. Such a proposal must also comply with the
requirements as to form and substance established by the SEC for such a proposal
to be included in the proxy statement and form of proxy.
For a proposal of a shareholder (including director nominations) to be
presented at the Company's 2001 Annual Meeting of Shareholders, other than a
shareholder proposal submitted pursuant to Rule 14a-8 of the Exchange Act, a
shareholder's notice must be delivered to, or mailed to and received by the
Company at its principal executive offices,, together with all supporting
documentation required by the Company's bylaws, (A) not prior to March 12, 2001
nor later than April 17, 2001, or (B) if the Company's 2001 Annual Meeting of
Shareholders is called for a date prior to May1, 2001 or later than May 1, 2001,
then not later than the close of business on the later of (i) fourteen calendar
day prior to the scheduled date of such meeting. Any such proposals should be
mailed to: Camden National Corporation, Two Elm Street, Camden, Maine 04843,
Attention: Secretary.
Financial Statements
- --------------------
An annual report to shareholders, including consolidated financial
statements of the Company and its subsidiaries prepared in conformity with
generally accepted accounting principles, is being distributed to all Company
shareholders of record is enclosed herewith. The Company's Annual Report to the
Securities and Exchange Commission on Form 10-K may be obtained without charge
by requesting them in writing or by telephone from Susan M. Westfall, Clerk, Two
Elm Street, Camden, Maine 04843, Telephone: (207) 236-9131, ext. 2165.
Other Matters
- -------------
As of the date of this Proxy Statement, the board of directors knows of no
matters that will be presented for consideration at the Company's meeting other
than as described in this Proxy Statement. If any other maters shall properly
come before the Company's meeting and be voted upon, the enclosed proxies will
be deemed to confer discretionary authority on the individuals names as proxies
therein to vote the shares represented by such proxies as to any such matters.
The persons named as proxies intend to vote or not to vote in accordance with
the recommendation of the management of the Company.
<PAGE>
LEGAL MATTERS
The Company is a party to litigation and claims arising in the normal
course of business. On December 9, 1999, Joseph R. Gamache, filed a lawsuit
naming Kingfield Bank and one of its employees as defendants. The plaintiff is
seeking $1,860,000 in damages, as well as punitive damages, which he alleges
resulted from the denial of a loan. The case is currently in the discovery
stage. The Company believes the lawsuit has no merit and plans to vigorously
defend it.
PROPOSAL 2 - RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
Berry, Dunn, McNeil & Parker has served as the Company's accountant since
the Company's formation in 1985, and as Camden National Bank's accountant since
1980. Berry, Dunn, McNeil & Parker has been selected to continue to serve as
the Company's accountant for 2000. There have been no disagreements with Berry,
Dunn, McNeil & Parker on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure. At the Annual
Meeting, shareholders will be asked to ratify the appointment of Berry, Dunn,
McNeil & Parker as the Company's accountant for the fiscal year ending December
31, 2000. Representatives of Berry, Dunn, McNeil & Parker will be present at
the Annual Meeting with the opportunity to make a statement and to respond to
appropriate questions.
By Order of the Board of Directors
Arthur E. Strout
Secretary
April 5, 2000
<PAGE>
CAMDEN NATIONAL CORPORATION
PROXY SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas C. Jackson and Jeffrey J. Weymouth, and
each of their acting singly, with full power of substitution, attorneys and
proxies to represent the undersigned at the Annual Meeting of Stockholders of
Camden National corporation to be held at the Camden Opera House, 29 Elm Street,
Camden, Marine 04843 on May 2, 2000 at 3:30 p.m. local time, or at any
adjournment or postponement thereof with all power which the undersigned would
possess if personally present, and to vote all shares of the Company's common
stock which the undersigned may be entitled to vote at said meeting upon the
following proposal described in the accompanying Notice of Annual Meeting and
Proxy Statement, dated April 5, 2000, in accordance with the following
instructions and with discretionary authority on such other matters as may
properly come before the Meeting. All principal [illegible], WHEN PROPERLY
EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED AND, IF NO DIRECTION IS
INDICATED, IT WILL BE VOTED FOR THE PROPOSALS SET FORTH ON THE REVERSE SIDE.
-------------
(Continued and to be signed on the reverse side) SEE REVERSE
SIDE
-------------
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible
Annual Meeting of Stockholders
CAMDEN NATIONAL CORPORATION
May 2, 2000
[Please Detach and Mail in Envelope Provided]
[ILLEGIBLE COPY]
