UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1997
Commission File No. 0-28190
CAMDEN NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
MAINE 01-04132282
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
2 ELM STREET, CAMDEN, ME 04843
(Address of principal executive offices) (Zip Code)
Registrants's telephone number, including area code: (207) 236-8821
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date:
Outstanding at June 30, 1997: Common stock (no par value) 2,269,857 shares
CAMDEN NATIONAL CORPORATION
Form 10-Q for the quarter ended June 30, 1997
TABLE OF CONTENTS OF INFORMATION REQUIRED IN REPORT
PART I.
ITEM 1. FINANCIAL INFORMATION
PAGE
Consolidated Statements of Income
Six Months Ended June 30, 1997 and 1996 3
Consolidated Statements of Income
Three Months Ended June 30, 1997 and 1996 4
Consolidated Statements of Conditions
June 30, 1997 and 1996 and December 31, 1996 5
Consolidated Statement of Cash Flows
Six Months Ended June 30, 1997 and 1996 6
Notes to Consolidated Financial Statements
Six Months Ended June 30, 1997 and 1996 7
Analysis of Change in Net Interest Margin
Six Months Ended June 30, 1997 and 1996 8
Average Daily Balance Sheets
Six Months Ended June 30, 1997 and 1996 9
Analysis of Volume and Rate Changes on Net Interest Income
& Expenses June 30, 1996 over June 30, 1996 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 11-15
PART II.
ITEM 4. Submission Matters to a Vote of Security holders 16
ITEM 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
EXHIBITS 19
PART I.
ITEM I. FINANCIAL INFORMATION
Camden National Corporation and Subsidiaries
Consolidated Statement of Income
(unaudited)
(In Thousands, except number
of shares and per share data) Six Months Ended June 30
1997 1996
Interest Income
Interest and fees on loans $15,349 $14,052
Interest on U.S. Government and
agency obligations 5,883 4,468
Interest on state and political subdivisions 160 192
Interest on interest rate swap agreements 279 626
Interest on federal funds sold
and other investments 380 292
------- -------
Total interest income 22,051 19,630
Interest Expense
Interest on deposits 6,549 7,117
Interest on other borrowings 3,584 1,781
Interest on interest rate swap agreements 274 569
------- -------
Total interest expense 10,407 9,467
------- -------
Net interest income 11,644 10,163
Provision for Loans Losses 572 324
------- -------
Net interest income after provision
for loan losses 11,072 9,839
Other Income
Service charges on deposit accounts 740 746
Other service charges and fees 678 617
Other 616 486
------- -------
Total other income 2,034 1,849
Operating Expenses
Salaries and employee benefits 3,446 3,050
Premises and fixed assets 1,057 994
Other 1,934 1,906
------- -------
Total operating expenses 6,437 5,950
Less minority interest in net income (loss) (1) (22)
------- -------
Income before income taxes 6,670 5,760
Income Taxes 2,251 1,905
------- -------
Net Income $ 4,419 $ 3,855
======= =======
Per Share Data
Earnings per share $1.94 $1.65
(Net income divided by weighted
average shares outstanding)
Cash dividends per share .65 .43
Weighted average number of shares outstanding 2,279,388 2,341,759
Camden National Corporation and Subsidiaries
Consolidated Statement of Income
(unaudited)
(In Thousands, except number
of shares and per share data) Three Months Ended June 30
1997 1996
Interest Income
Interest and fees on loans $ 7,747 $ 7,036
Interest on U.S. Government and
agency obligations 3,176 2,300
Interest on state and political subdivisions 99 109
Interest on interest rate swap agreements 95 313
Interest on federal funds sold and other investments 212 151
------- -------
Total interest income 11,329 9,909
Interest Expense
Interest on deposits 3,298 3,493
Interest on other borrowings 2,077 283
Interest on interest rate swap agreements 98 982
------- -------
Total interest expense 5,473 4,758
------- -------
Net interest income 5,856 5,151
Provision for Loans Losses 285 107
------- -------
Net interest income after provision
for loan losses 5,571 5,044
Other Income
Service charges on deposit accounts 493 503
Other service charges and fees 402 365
Other 334 321
------- -------
Total other income 1,229 1,189
Operating Expenses
Salaries and employee benefits 1,732 1,510
Premises and fixed assets 531 490
Other 1,009 1,106
------- -------
Total operating expenses 3,272 3,106
Less minority interest in net income (loss) 3 (6)
------- -------
Income before income taxes 3,525 3,133
Income Taxes 1,195 1,036
------- -------
Net Income $ 2,330 $ 2,097
======= =======
Per Share Data
Earnings per share $1.03 $ .90
(Net income divided by weighted
average shares outstanding)
Cash dividends per share .33 .25
Weighted average number of shares outstanding 2,271,777 2,340,924
Camden National Corporation and Subsidiaries
Consolidated Statement of Condition
(unaudited)
(In Thousands, except number June 30, December 31,
of shares and per share data) 1997 1996
Assets
Cash and due from banks $ 18,203 $ 17,233
Federal funds sold 0 2,075
Securities available for sale 10,625 12,647
Securities held to maturity 181,520 143,216
Other securities 12,697 7,516
Residential mortgages held for sale 2,476 2,544
Loans, less allowance for loan
losses of $4,779 and $4,472 at
June 30, 1997 and December 31, 1996 330,444 304,230
Bank premises and equipment 9,076 8,944
Other real estate owned 1,041 1,264
Interest receivable 3,848 3,920
Other assets 10,503 6,489
-------- --------
Total assets $580,433 $510,078
======== ========
Liabilities
Deposits:
Demand $ 43,800 $ 47,749
NOW 38,134 41,715
Money market 24,194 24,076
Savings 62,484 63,597
Certificates of deposit 182,393 176,103
-------- --------
Total deposit 351,005 353,240
Borrowings from Federal Home Loan Bank 121,649 67,051
Other borrowed funds 42,235 26,709
Accrued interest and other liabilities 5,883 5,211
Minority interest in subsidiary 43 45
-------- --------
Total liabilities 520,815 452,256
-------- --------
Stockholders' Equity
Common stock, no par value; authorized
5,000,000, issued 2,376,080 shares 2,436 2,436
Surplus 1,226 1,226
Retained earnings 59,761 56,827
Net unrealized appreciation on securities
available for sale, net of income tax 5 32
-------- --------
63,428 60,521
Less cost of 106,233 and 77,448
shares of treasury stock on
June 30, 1997 and December 31, 1996 3,810 2,699
-------- --------
Total stockholders' equity 59,618 57,822
-------- --------
Total liabilities and
stockholders' equity $580,433 $510,078
======== ========
Camden National Corporation and Subsidiaries
Consolidated Statement of Cash Flows
(unaudited)
(In Thousands) Six Months Ended June 30,
1997 1996
Operating Activities
Net Income $ 4,419 $ 3,855
Adjustment to reconcile net income to
net cash provided by operating activities:
Provision for loan losses 572 324
Depreciation and amortization 357 406
Decrease (increase)in interest receivable 72 (691)
(Increase) decrease in other assets (3,955) 754
Increase in other liabilities 672 492
Cash receipts from sale of residential loans 1,537 1,433
Origination of mortgage loans held for sale (1,469) (1,511)
Loss on disposal of assets 0 0
Other, net 1 (1)
------- -------
Net cash provided by operating activities 2,206 5,061
------- -------
Investing Activities
Proceeds from sale and maturities of
securities held to maturity 25,361 16,273
Proceeds from sale and maturities of
securities available for sale 2,000 400
Purchase of securities held to maturity (63,620) (20,103)
Purchase of securities available for sale 0 (1,962)
Purchase of Federal Home Loan Bank Stock (5,181) (722)
Increase in loans (26,786) (18,731)
Net decrease(increase)in other real estate 223 (47)
Purchase of premises and equipment (599) (481)
Proceeds from sale of premises and equipment 0 0
(Increase)in minority position (2) (22)
Net purchase of federal funds 2,075 200
------- -------
Net cash used by investing activities (66,529) (25,195)
------- -------
Financing Activities
Net decrease in demand deposits,
NOW accounts, and savings accounts (8,525) (13,056)
Net increase(decrease)in certificates of deposit 6,290 (5,143)
Net increase in short-term borrowings 70,124 37,441
Purchase of treasury stock (1,111) (163)
Sale of treasury stock 0 25
Cash Dividends (1,485) (1,007)
------- -------
Net cash provided by financing activities 65,293 18,097
------- -------
Increase(decrease) in cash and equivalents 970 (2,037)
Cash and cash equivalents at beginning of year 17,233 16,356
------- -------
Cash and cash equivalents at end of year $18,203 $14,319
======= =======
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements were prepared in
accordance with instructions for Form 10-Q and, therefore, do not include all
disclosures required by generally accepted accounting principles for complete
presentation of financial statements. In the opinion of management, the
consolidated financial statements contain all adjustments (consisting only of
normal recurring accruals) necessary to present fairly the consolidated balance
sheets of Camden National Corporation, as of June 30, 1997, June 30 1996 and
December 31, 1996, the consolidated statements of income for the three and six
months ended June 30, 1997 and June 30, 1996, and the consolidated statements
of cash flows for the six months ended June 30, 1997, and June 30, 1996. All
significant intercompany transactions and balances are eliminated in
consolidation. The income reported for 1997 period is not necessarily
indicative of the results that may be expected for the full year.
NOTE 2 - SFAS No. 125 and No. 127
SFAS No. 125 and No. 127 relate to the accounting for transfers and servicing
of financial assets and extinguishment of certain liabilities and became
effective January 1, 1997. The adoption of these standards did not have a
material effect on the financial statements.
ANALYSIS OF CHANGE IN NET INTEREST MARGIN
Six Months Ending Six Months Ending
June 30, 1997 June 30, 1996
------------------- -------------------
Dollars in thousands Amount Average Amount Average
of Yield/ of Yield/
interest Rate interest Rate
-------- ------- -------- -------
Interest-earning assets:
Securities - taxable $ 6,280 6.71% $ 4,731 6.28%
Securities - nontaxable 180 6.74% 250 6.39%
Federal funds sold 24 5.07% 56 5.24%
Loans 15,454* 9.54% 14,176* 9.71%
-------- ------- -------- -------
Total earning assets 21,938 8.48% 19,213 8.49%
Interest-bearing liabilities:
NOW accounts 268 1.33% 264 1.38%
Savings accounts 1,042 3.33% 1,041 3.34%
Money Market accounts 379 3.16% 392 3.08%
Certificates of deposit 4,826 5.36% 5,231 5.68%
Short-term borrowings 3,584 5.46% 1,782 5.53%
Broker certificates 34 6.15% 188 6.09%
-------- ------- -------- -------
Total interest-bearing
liabilities 10,133 4.61% 8,898 4.67%
Net interest income
(fully-taxable equivalent) 11,805 10,315
Less: fully-taxable
equivalent adjustment (161) (152)
-------- --------
$11,644 $10,163
======== ========
Net Interest Rate Spread
(fully-taxable equivalent) 3.87% 3.82%
Net Interest Margin
(fully-taxable equivalent) 4.56% 4.56%
*Includes net swap income figures (in thousands) - June 1997 $5 and
June 1996 $57.
Notes: Nonaccrual loans are included in total loans. Tax exempt
interest was calculated using a rate of 34% for fully-taxable
equivalent.
AVERAGE DAILY BALANCE SHEETS
Dollars in thousands
Six Months Ended June 30,
1997 1996
---- ----
Interest-earning assets:
Securities - taxable $187,114 $150,755
Securities - nontaxable 5,342 7,829
Federal funds sold 947 2,138
Loans 323,996 291,838
-------- --------
Total earning assets 517,399 452,560
Cash and due from banks 12,837 12,433
Other assets 22,351 19,750
Less allowance for loan losses (4,643) (4,144)
-------- --------
Total assets $547,944 $480,599
======== ========
Interest-bearing liabilities:
NOW accounts $ 40,437 $ 38,334
Savings accounts 62,549 62,285
Money market accounts 23,961 25,445
Certificates of deposits 180,025 184,030
Short-term borrowings 131,209 64,489
Broker certificates 1,105 6,173
-------- --------
Total interest-bearing liabilities 439,286 380,756
Demand deposits 44,248 39,380
Other liabilities 5,690 5,834
Shareholders' equity 58,720 54,629
-------- --------
Total liabilities and
stockholders' equity $547,944 $480,599
======== ========
ANALYSIS OF VOLUME AND RATE CHANGES ON NET INTEREST INCOME AND EXPENSES
June 1997 Over June 1996
--------------------------
Change Change
Due to Due to Total
In thousands Volume Rate Change
------- ------- -------
Interest-earning assets:
Securities--taxable 1,141 408 1,549
Securities--nontaxable (79) 9 (70)
Federal funds sold (31) (1) (32)
Loans 1,562 (284) 1,278
------- ------- -------
Total interest income 2,593 132 2,725
Interest-bearing liabilities:
NOW accounts 14 (10) 4
Savings accounts 4 (3) 1
Money market accounts (23) 10 (13)
Certificates of deposit (114) (291) (405)
Short-term borrowings 1,844 (42) 1,802
Broker deposits (154) 0 (154)
------- ------- -------
Total interest expense 1,571 (336) 1,235
Net interest income 1,022 468 1,490
(fully taxable equivalent) ======= ======= =======
ITEM II. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
FINANCIAL CONDITION
At June 30, 1997, the Company had consolidated assets of $580.4 million, an
increase of $70.3 million or 13.8%, from December 31, 1996. The change in
assets was a combination of increases in both the investment and loan
portfolios. The investment portfolio experienced an increase of $41.5 million
or 25.4%. This increase was the result of an asset/liability strategy in which
the Company purchased longer term investments funded by shorter term borrowings.
Most purchases were made in the held to maturity investment category. The
increase in the other securities category was the result of increased stock
purchased at the Federal Home Loan Bank of Boston, necessary to support
borrowing activity. Loans also increased $26.5 million or 8.6%, from December
31, 1996.
The liquidity needs of the Company's financial institution subsidiaries require
the availability of cash to meet the withdrawal demands of depositors and the
credit commitments to borrowers. Deposits still represent the Company's
primary source of funds. Since December 31, 1996, deposits have decreased
slightly by $2.2 million. Both of the Company's banking subsidiaries have
experienced extreme competition by competitors for deposits. In addition, like
the banking industry in general, the Company's banking subsidiaries have
experienced a decline in deposit growth over the past several years. Therefore,
other funding sources have had be pursued and utilized.
Borrowings also provide liquidity in the form of federal funds purchased,
securities sold under agreements to repurchase, treasury tax and loan accounts,
and borrowings from the Federal Home Loan Bank. Total borrowings have
increased by $70.1 million or 74.8% since December 31, 1996. The major reason
for this increase was to support activity in the investment portfolio. The
Company's strong capital position supports the increase in the balance sheet.
In addition, the Company views borrowed funds as a reasonably priced
alternative funding source that should be utilized. Borrowings have continued
to be a viable source of funding during the past year as the increase of $74.5
million since June 30, 1996 reflects.
In determining the adequacy of the loan loss allowance, management relies
primarily on its review of the loan portfolio both to ascertain whether there
are probable losses to be written off, and to assess the loan portfolio in the
aggregate. Nonperforming loans are examined on an individual basis to
determine estimated probable loss. In addition, management considers current
and projected loan mix and loan volumes, historical net loan loss experience
for each loan category, and current and anticipated economic conditions
affecting each loan category. No assurance can be given, however, that adverse
economic conditions or other circumstances will not result in increased losses
in the portfolio. The Company continues to monitor and modify its allowance
for loan losses as conditions dictate. During the first six months of 1997,
$572,000 was added to the reserve for loan losses, resulting in an allowance of
$4.8 million, or 1.43%, of total loans outstanding. Management believes that
this allowance is appropriate given the current economic conditions in the
Company's service area and the overall condition of the loan portfolio.
Under Federal Reserve Board (FRB) guidelines, bank holding companies such as
the Company are required to maintain capital based on "risk-adjusted" assets.
These guidelines apply to the Company on a consolidated basis. Under the
current guidelines, banking organizations must maintain a risk-based capital
ratio of eight percent, of which at least four percent must be in the form of
core capital. The Company's Tier 1 and Tier 2 ratios at June 30, 1997, of
18.14% and 19.39% respectively, exceed regulatory guidelines. The Company's
ratios at December 31, 1996 were 19.2% and 20.4%.
The principal cash requirement of the Company is the payment of dividends on
common stock when declared. The company is primarily dependent upon the
payment of cash dividends by Camden National Bank to service its commitments.
During the first six months of 1997 Camden National Bank paid dividends to the
company in the amount of $2,596,589. The Company paid dividends to
shareholders in the amount of $1,485,064. The remaining amount of $1,111,525
was used for treasury stock transactions by the Company.
RESULTS OF OPERATIONS
Net income for the six months ended June 30, 1997 was $4,419,000, an increase
of $564,000 or 14.6% above 1996's first six month's net income of $3,855,000.
The major contributing factor was the increase in earning assets, which
resulted in an increase in net interest income.
NET INTEREST INCOME
Net interest income, on a fully taxable equivalent basis, for the six months
ended June 30, 1997 was $11.8 million, a 14.4% or $1.5 million increase over
the net interest income for the first six months of 1996 of $10.3 million.
Contributing to this increase was the fact that total interest income was $2.7
million or 14.2% higher in the first six months of 1997 compared to the same
period in 1996. Interest income on loans increased by $1.3 million. This
increase was the net of a $1.6 million increase due to an increase in loan
volume, reduced by $284,000 due to a reduction in loan yields from 9.71% during
the first six months of 1996 to 9.54% during the first six months of 1997. The
Company also experienced an increase in interest income on investments during
the first half of 1997 compared to the same period in 1996 due to combination
of volume and rate increases. The Company's net interest expense on deposits
and borrowings increased by $1.2 million during the first half of 1997 compared
to the same period in 1996. This increase was the net of a $1.5 million
increase due to an increase in volume, reduced by $336,000 due to a reduction
in rates.
The Analysis of Change in Net Interest Margin, the Average Daily Balance
Sheets, and the Analysis of Volume and Rate Changes on Net Interest Income and
Expenses are provided on pages 8-9 of this report to enable the reader to
understand the components of the Company's interest income and expenses. The
first table provides an analysis of changes in net interest margin on earnings
assets; interest income earned and interest expense paid and average rates
earned and paid; and the net interest margin on earning assets for the six
months ended June 30, 1997 and 1996. The second of these tables presents
average assets liabilities and stockholders' equity for the six months ended
June 30, 1997 and 1996. The third table presents an analysis of volume and
rate change on net interest income and expense from June 30, 1996 to June 30,
1997.
The Company utilizes off-balance sheet instruments such as interest rate swap
agreements that have an effect on net interest income. The net results were an
increase in net interest income of $5,000 in the first half of 1997 compared to
an increase of $57,000 in the first half of 1996.
NONINTEREST INCOME
There was a $185,000 or 10.0% increase in total noninterest income in the first
half of 1997 compared to the first half of 1996. Service charges on deposit
accounts remained relatively level for the first six months of 1997 compared to
1996 with a slight decrease of $6,000 or .8%. Other service charges and fees
increased by $61,000 or 9.9% in the first six months of 1997 compared to 1996.
The largest contributing factor to this increase was the fee income generated
by the new debit cards in 1997. Debit cards were introduced mid-year 1996.
Other income increased by $130,000 from $486,000 in the first half of 1996 to
$616,000 in 1997. The major contributing factors for this increase were
merchant assessment fees and trust fees.
NONINTEREST EXPENSE
There was a $487,000 or 8.2% increase in total noninterest expenses in the
first half of 1997 compared to the first half of 1996. Salaries and employee
benefits cost increased by $396,000 or 13.0% in the first half of 1997 compared
to 1996. This increase was the result of normal annual increases, additions to
staff and higher pension benefit costs. Other operating expenses increased by
$91,000 or 3.1%. The two major contributing factors for this increase were
credit card expenses and consulting fees.
IMPACT OF INFLATION AND CHANGING PRICES
The Consolidated Financial Statements and related Notes thereto presented
elsewhere herein have been prepared in accordance with generally accepted
accounting principles which require the measurement of financial position and
operating results in terms of historical dollars without considering changes in
the relative purchasing power of money over time due to inflation.
Unlike many industrial companies, substantially all of the assets and virtually
all of the liabilities of the Company are monetary in nature. As a result,
interest rates have a more significant impact on the Company's performance than
the general level of inflation. Over short periods of time, interest rates may
not necessarily move in the same direction or in the same magnitude as
inflation.
RECENT ACCOUNTING PRONOUNCEMENTS
SFAS 122, "Accounting for Mortgage Servicing Rights" was issued in May of 1995.
Where mortgage loans are sold or securitized but the rights to service those
loans are retained by the creditor, the standard requires that the total cost
of such loans (whether originated or acquired) be allocated between the
mortgage servicing rights and the loans themselves based on their relative fair
values. SFAS 122 also addresses measurement of impairment of capitalized
mortgage servicing rights. The Company adopted SFAS 122 as of January 1, 1996.
Since adoption there has been minimum activity in this area resulting in no
material effect on the financial position and results of operation.
The Company adopted SFAS No. 123, "Accounting for Stock Based Compensation,"
and has elected the intrinsic value method whereby additional disclosures of
stock based compensation are required; however, the financial statements are
not affected.
SFAS No. 125 and No. 127 relate to the accounting for transfers and servicing
of financial assets and extinguishment of certain liabilities and are effective
for years beginning January 1, 1997. The adoption of these standards have had
no material effect on the financial statements.
OTHER MATTERS
SHARE REPURCHASE PLAN. Camden National Corporation (CNC) will seek to
repurchase up to five percent of its outstanding shares during the succeeding
twelve months following the adoption of this plan. The Board of Directors
approved funding of this plan on September 4, 1996. The repurchase will be
effected as follows:
1. All of CNC's bids and repurchases of its stock during a
given day shall be effected through a single broker or
dealer, except that CNC may repurchase shares from others
provided that the same have not been solicited by or on
behalf of CNC. For this purpose, CNC shall utilize the
services of Paine Webber, A.G. Edwards & Sons, Inc., Maine
Securities Corp. and Tucker Anthony, and
2. All of CNC's repurchases of its stock shall be at a price
which is not higher than the lowest current independent
offer quotation determined on the basis of reasonable
inquiry. Management shall exercise its best judgement
whether to purchase stock at the then lowest current
independent offer quotation;
3. Daily volume of CNC repurchases must be in an amount that
(a) when added to the amounts of all of CNC's other repurchases
through a broker or dealer on that day, except "block purchases,"
(i.e., 2,000 or more shares repurchased from a single seller) does
not exceed one "round lot" (i.e., 100 shares) or (b) when added to
the amounts of all of CNC's other repurchases through a broker or
dealer during that day and the preceding five business days, except
"block purchases" does not exceed one twentieth of one percent
(1/20 of 1%) of the outstanding shares of CNC stock, exclusive of
shares known to be owned beneficially by affiliates, (i.e.,
approximately 1,000 shares);
4. If at any time while this plan is in effect trading in CNC's
shares of stock are reported through a consolidated system,
compliance for rule 10b-18 of the Exchange Act Rules shall
be complied with;
5. A press release was issued describing this plan.
The Camden National Bank expressed, to the Comptroller of the Currency, in a
letter dated July 23, 1996, its desire to change its capital structure by
reducing its common stock or surplus in an amount not to exceed $4,700,000 to
accommodate the above described "Share Repurchase Plan." This will reduce the
Company's excess capital position and should improve shareholder return on
equity.
In a letter dated August 16, 1996 from the Comptroller of the Currency's office
approval was granted with the understanding that the reduction in capital will
be accomplished through a reduction in Camden National Bank's surplus account
and a corresponding distribution to Camden National Corporation, the bank's
sole hareholder. As of June 30, 1997, a total of 71,794 shares had been
repurchased through this plan.
APPLICATION AMERICAN STOCK EXCHANGE. The directors voted to apply for a
listing on the American Stock Exchange. The application is currently being
completed and will be submitted in the near future. The directors believe that
affiliation with the American Stock Exchange should positively impact the
ability for stockholders to buy and sell shares of the Company's common stock.
In addition, listing on a national exchange should enhance the opportunity for
shareholders to follow the value of their investment in Camden National
Corporation.
Item 4. Submission Matters to a Vote of Security holders
(a) The annual meeting of shareholders was held on May 6, 1997.
(c) Matters voted upon at the meeting. 1) To elect as director the nominees --
Ann Bresnahan, Robert W. Daigle, E. Maynard Graffam, Jr., Rendle A. Jones, and
Arthur A. Strout. Total votes cast: 1,682,841, with 1,682,441 FOR, and 400
WITHHELD. 2)To ratify the selection of Berry, Dunn, McNeil & Parker as the
Company's independent public accountants for 1997. Total votes cast:
1,682,841, with 1,678,294 FOR, 960 AGAINST, and 3,587 ABSTAIN. 3)In their
discretion, the proxy holders are authorized to vote upon such other business
as may be properly presented at the meeting or matters incidental to the
conduct of the meeting. Total votes cast: 1,682,841, with 1,676,140 FOR,
2,690 AGAINST, and 4,011 ABSTAIN.
Item 6. Exhibits and Reports on Form 8-K.
(a). Exhibits
(3.i.) The Articles of Incorporation of Camden National Corporation, are
incorporated herein by reference.
(3.ii.) The Bylaws of Camden National Corporation, as amended to date,
Exhibit 3.ii. to the Company's Registration Statement on Form S-4
filed with the Commission on September 25, 1995, file number
33-97340, are incorporated herein by reference.
(10.1) Lease Agreement for the facility occupied by the Thomaston Branch
of Camden National Bank, filed with Form 10-K, December 31, 1995,
and is incorporated herein by reference.
(10.2) Lease Agreement for the facility occupied by the Camden Square
Branch of Camden National Bank, filed with Form 10-K, December 31,
1995, and is incorporated herein by reference.
(10.3) Lease Agreement for the facility occupied by the Audit Department
and one other tenant, filed with Form 10-K, December 31, 1995,
and is incorporated herein by reference.
(10.4) Lease Agreement for the facility occupied by the Hampden Branch
of United Bank, filed with Form 10-K, December 31, 1995, and is
incorporated herein by reference.
(10.5) Camden National Corporation 1993 Stock Option Plan, filed with
Form 10-K, December 31, 1995, and is incorporated herein by
reference.
(10.6) UnitedCorp Stock Option Plan, filed with Form 10-K, December 31,
1995, and is incorporated herein by reference.
(27) Financial Data Schedule.
(b) Reports on Form 8-K.
None filed.
SIGNATURES
Pursuant to the requirements of the Securities Acto of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
CAMDEN NATIONAL CORPORATION
(Registrant)
Keith C. Patten (signature) 08/13/97
- ------------------------------------- --------
Keith C. Patten Date
President and Chief Executive Officer
Susan M. Westfall (signature) 08/13/97
- ------------------------------------- --------
Susan M. Westfall Date
Treasurer and Chief Financial Officer