-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UXiFP9bLdcPY1Q0FA+6e1+uu3fWNU82bmk6JY5Px+g18RET87L0WaaqnOdvgAe/g 2Nwffp6f8Hm5N1DMe9Pazg== 0000750686-97-000013.txt : 19970814 0000750686-97-000013.hdr.sgml : 19970814 ACCESSION NUMBER: 0000750686-97-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970813 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMDEN NATIONAL CORP CENTRAL INDEX KEY: 0000750686 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 010413282 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13227 FILM NUMBER: 97659356 BUSINESS ADDRESS: STREET 1: TWO ELM ST CITY: CAMDEN STATE: ME ZIP: 04843 BUSINESS PHONE: 2072368821 MAIL ADDRESS: STREET 1: 2 ELM ST CITY: CAMDEN STATE: ME ZIP: 04843 10-Q 1 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
EX-27 2
9 6-MOS 12-MOS DEC-31-1997 DEC-31-1996 JUN-30-1997 DEC-31-1996 18,203 17,233 307,205 305,491 0 2,075 0 0 10,625 12,647 181,520 143,216 182,660 143,221 335,223 311,246 4,779 4,472 580,433 510,078 351,005 353,240 163,884 93,760 5,926 5,256 0 0 0 0 0 0 2,436 2,436 57,182 55,386 580,433 510,078 15,349 29,483 6,423 10,281 279 1,251 22,051 41,015 6,549 13,982 10,407 19,105 11,644 21,910 572 838 0 0 6,437 12,338 6,670 12,145 6,670 12,145 0 0 0 0 4,419 8,115 1.94 3.48 1.91 3.43 8.48 8.67 1,396 1,674 523 599 0 0 1,919 2,273 4,473 4,080 478 656 212 210 4,779 4,472 4,679 4,175 0 0 100 297
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