UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 2007
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
(Address of principal executive offices) (Zip Code)
(207) 236-8821
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[X] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 8.01 - Other Events
Camden National Corporation issued a press release on September 25, 2007, which
is attached as Exhibit 99.1, declaring a quarterly dividend of $0.24 per share
payable on October 31, 2007 for shareholders of record on October 15, 2007.
Additional Information about the Merger
In connection with the proposed merger of Union Bankshares with and into Camden,
Camden and Union Bankshares intend to file relevant materials with the
Securities and Exchange Commission ("SEC"), including a registration statement
on Form S-4 that will contain a proxy statement/prospectus. INVESTORS ARE URGED
TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT CAMDEN, UNION BANKSHARES AND THE MERGER. The proxy
statement/prospectus and other relevant materials, and any other documents filed
by Camden or Union Bankshares with the SEC, may be obtained free of charge at
the SEC's website at www.sec.gov. In addition, investors may obtain free copies
of the documents filed with the SEC by Camden by directing a written request to
Camden National Corporation, Two Elm Street, Camden, Maine 04843, Attention:
Suzanne Brightbill, and free copies of the documents filed with the SEC by Union
Bankshares by directing a written request to Union Bankshares Company, 66 Main
Street, Ellsworth, Maine 04605, Attention: Clerk.
Participants in this Transaction
Camden, Union Bankshares and their respective executive officers and directors
may be deemed to be participants in the solicitation of proxies from the
shareholders of Union Bankshares in connection with the merger. Information
about the directors and executive officers of Camden and Union Bankshares and
information about any other persons who may be deemed participants in this
transaction will be included in the proxy statement/prospectus. You can find
information about Camden's directors and executive officers in the proxy
statement for Camden's annual meeting of stockholders filed with the SEC on
March 21, 2007. You can find information about Union Bankshares's directors and
executive officers in the proxy statement for Union Bankshares's 2007 annual
meeting of shareholders filed with the SEC on May 11, 2007. You can obtain free
copies of these documents from the SEC, Camden or Union Bankshares using the
contact information above.
Forward-Looking Statements
This report contains statements that may be considered forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
can be identified by the use of the words "believe," "expect," "anticipate,"
"intend," "estimate," "assume," "will," "should," and other expressions which
predict or indicate future events or trends and which do not relate to
historical matters. Forward-looking statements should not be relied on, because
they involve known and unknown risks, uncertainties and other factors, some of
which are beyond the control of Camden. These risks, uncertainties and other
factors may cause the actual results, performance or achievements of Camden to
be materially different from the anticipated future results, performance or
achievements expressed or implied by the forward-looking statements. Some of the
factors that might cause these differences include the following: (i) failure of
the parties to satisfy the closing conditions in the Merger Agreement in a
timely manner or at all; (ii) failure of the shareholders of Union Bankshares to
approve the Merger Agreement; (iii) failure to obtain governmental approvals of
the Merger, or imposition of adverse regulatory conditions in connection with
such approvals; (iv) disruptions in the businesses of the parties as a result of
the pendency of the Merger; (v) integration costs following the merger, (vi)
changes in general, national or regional economic conditions; (vii) changes in
loan default and charge-off rates; (viii) reductions in deposit levels
necessitating increased borrowing to fund loans and investments; (ix) changes in
interest rates; (x) changes in laws and regulations; (xi) changes in the size
and nature of the Camden's competition; and (xii) changes in the assumptions
used in making such forward-looking statements. Other factors could also cause
these differences. For more information about these factors please see Camden's
and Union Bankshares' filings with the SEC, including their Annual Report on
Form 10-K on file with the SEC. All of these factors should be carefully
reviewed, and readers should not place undue reliance on these forward-looking
statements. These forward-looking statements were based on information, plans
and estimates at the date of this report, and the Company does not promise to
update any forward-looking statements to reflect changes in underlying
assumptions or factors, new information, future events or other changes.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits.
99.1 Dividend announcement press release
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
By: /s/ Sean G. Daly Date: September 25, 2007
-------------------------------------
Sean G. Daly
Chief Financial Officer and Principal
Financial & Accounting Officer