Camden National Corp – ‘PRES14A’ for 11/9/98

As of:  Tuesday, 9/15/98   ·   For:  11/9/98   ·   Accession #:  750686-98-14   ·   File #:  1-13227

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Preliminary Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminary Proxy Solicitation Material -- Special     7±    29K 
                          Meeting                                                


 PROXY STATEMENT PURSUANT TO SECTION 14 (A) OF THE
SECURITIES EXCHANGE ACT OF 1934 

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [_]                                  

Check the appropriate box:                                                      

[X] Preliminary Proxy Statement    [_] Confidential, for Use of the Commission  
                                      Only (as permitted by Rule 14a-6(e) (2))
[_] 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)      

Camden National Corporation       
----------------------------------------------------------      
(Name of Person(s) Filing Proxy Statement)      

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:    
      ____________________________________________________________________
(2)  Aggregate number of securities to which transaction applies:       
      ____________________________________________________________________
(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):
      ____________________________________________________________________

[_] 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:                                          
         _____________________________________________________________________
(2)  Form, Schedule or Registration Statement No.:                    
         _____________________________________________________________________
(3)  Filing Party:                                                    
         _____________________________________________________________________
(4)  Date Filed:                                                      
         _____________________________________________________________________

CAMDEN NATIONAL CORPORATION                                                     
Two Elm Street                                                                  
Camden, Maine 04843                                                             

Dear Shareholders:                                                              

You are cordially invited to attend a Special Meeting of Shareholders of
Camden National Corporation (the "Company") to be held on the 9th day of        
November, 1998, at 3:30 p.m., local time, at the Service Center, Fox Ridge      
Office Park, Route One, Rockport, Maine 04856.  Your Notice of the Special      
Meeting, Proxy Statement and Proxy Form are enclosed.                           

At the Special Meeting, you will be asked to 1) consider and act upon a 
proposal to approve an amendment to the Company's Articles of Incorporation to  
increase the number of authorized shares of Common Stock from 5,000,000 shares  
to 10,000,000 shares and 2) consider and act upon any other business which may  
properly come before the meeting.                                               

  The Board of Directors recommends that you vote "FOR" the amendment to the
Company's Articles of Incorporation authorizing an increase in the number of    
authorized shares of Common Stock from 5,000,000 shares to 10,000,000 shares.   

Your vote is extremely important.  Therefore, whether or not you plan to
attend the Special 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 November 6, 1998.                                             

As always, your continued support is greatly appreciated.               

Sincerely,                                                                      

Rendle A. Jones                                                                 
Chairman of the Board                                                           

Keith C. Patten                                                                 
President and Chief Executive Officer                                           

Date:  September 30, 1998                                                       

CAMDEN NATIONAL CORPORATION       

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS       
to be held November 9, 1998       

TO OUR SHAREHOLDERS:                                                            

   Notice is hereby given that pursuant to the call of the Board of Directors,
a Special Meeting of Shareholders of Camden National Corporation (the "Company")
will be held on November 9, 1998, at 3:30 p.m., local time, at the Service      
Center of Camden National Corporation, Fox Ridge Office Park, Route One,        
Rockport, Maine 04856.                                                          

The purposes of the meeting are:                                        

(1) To consider and act upon a proposal to approve an amendment to the
Company's Articles of Incorporation to increase the number of 
       authorized shares of Common Stock from 5,000,000 shares to 10,000,000
shares.                                                       

 (2) To consider and act upon any other business which may properly come
before the meeting.                                           

Only shareholders of record at the close of business on September 28, 
1998 will be entitled to vote at the meeting.  To be sure that your shares are  
represented at the meeting, you are urged to vote, sign, date and promptly      
return the enclosed Proxy in the envelope provided.  You may revoke your Proxy  
at any time prior to the time it is voted.                                      

                          By Order of the Board of Directors

        Arthur E. Strout
 Secretary

Date:  September 30, 1998                                                       

IMPORTANT--PLEASE MAIL YOUR PROXY PROMPTLY.  In order that there may be         
proper representation at the meeting, you are urged to sign and return the      
enclosed Proxy in the envelope provided as soon as possible and no later than   
5:00 p.m., November 6, 1998.  Shares of Common Stock represented by Proxies     
which are returned unmarked will be voted in favor of the amendment to the      
Articles of Incorporation and, in the discretion of Management, upon such other 
business as may properly be presented at the meeting.                           

PROXY STATEMENT       

SPECIAL MEETING OF SHAREHOLDERS       
TO BE HELD November 9, 1998       

GENERAL INFORMATION       

  This Proxy Statement is furnished in connection with the solicitation of
Proxies by Management under the direction of the Board of Directors of the      
Company for use at the Special Meeting of Shareholders of the Company to be     
held November 9, 1998.  Only shareholders of record as of September 28, 1998    
will be entitled to notice of, and to vote at, the Special Meeting.  Each share 
is entitled to one vote on the matters at this Special Meeting.                 

   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 September 30, 1998.                                    

  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 the 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 Special Meeting by written notice to the Secretary at the     
Special 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 in favor of   
the proposals described herein.                                                 

 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 2,248,060 shares of common stock outstanding on September 28,   
1998, the record date for this meeting.  If a quorum is present at the meeting  
the affirmative vote of a simple majority of shares voting is required to amend 
the Articles of Incorporation to increase the number of authorized shares of    
Common Stock from 5,000,000 shares to 10,000,000 shares.  Abstentions will be   
treated as shares that are present and entitled to vote for purposes of         
determining the presence of a quorum, but as unvoted for purposes of            
determining the approval of any matter submitted to 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 not be considered as present and entitled to vote with respect to that     
matter.                                                                         

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT   

As of September 28, 1998, there were 2,248,060 shares of the Common Stock       
outstanding, no par value, held of record by 791 shareholders.  Only            
shareholders of record as of September 28, 1998 shall be entitled to vote at    
the Special Meeting and each share is entitled to one vote.                     

The following table sets forth information with respect to the beneficial       
ownership of the Common Stock as of September 28, 1998, by (i) each person      
known by the Company to own beneficially more than five (5) percent of the      
Company's outstanding Common Stock, (ii) each current director of the Company,  
and (iii) 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 the Common Stock has      
sole voting and investment power with respect to all shares of stock            
beneficially owned by him as set forth opposite his name.                       
                                                     Percentage of
                                Amount of             Common Stock
5% or Greater Shareholders:           Common Stock            Outstanding       

Kenneth C. & Prudence G. Dickey         281,464                  12.5           
13 Curtis Avenue                                                                
Camden, ME 04843                                                                

Estate of Gilbert C. Harmon             128,820                   5.7           
P.O. Box 190                                                                    
Camden, ME 04843                                                                

Directors and Certain Executive Officers:                                       

Peter T. Allen                           3,150                     *            
Ann W. Bresnahan                         7,980                     *            
Royce M. Cross                           2,594                     *            
Robert W. Daigle                        10,658                     *            
Robert J. Gagnon                           676                     *            
John W. Holmes                           1,470                     *            
Rendle A. Jones                         16,283                     *            
John S. McCormick, Jr.                   6,000                     *            
Keith C. Patten                        103,402                    4.6           
Richard N. Simoneau                      7,080                     *            
Arthur E. Strout                        14,865                     *            
Executive Officers & Directors                                                  
as a group (20 persons):               199,329                    8.9           

________________________________                                                
*   Less than one (1) percent.                                                
(1)  Includes 150 shares over which voting and dispositive power are shared     
with spouse.                                                          
(2)  Includes 1,980 shares over which voting and dispositive power are shared   
with spouse.                                                          
(3)  Includes 10,000 shares underlying stock options exercisable within 60 days.
(4)  Includes 5,760 shares over which voting and dispositive power are shared   
with spouse; and 60,000 shares underlying stock options exercisable   
within 60 days.                                                       
(5)  Shared voting and/or dispositive power over some shares; includes 19,000   
shares underlying stock options exercisable within 60 days.           

PROPOSAL 1  

TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK WHICH THE COMPANY HAS          
THE AUTHORITY TO ISSUE FROM 5,000,000 SHARES TO 10,000,000 SHARES               

On August 25, 1998, the Board of Directors adopted an amendment to the Company's
Articles of Incorporation, subject to approval by the shareholders, to increase 
the number of authorized shares of Common Stock from 5,000,000 shares to        
10,000,000 shares.  The Board of Directors also directed that the proposed      
amendment be submitted for action at the Special Meeting of Shareholders to be  
held on November 9, 1998.                                                       

The Company's Articles of Incorporation currently authorizes the issuance of a  
total of 5,000,000 shares of Common Stock, no par value.  The proposed          
amendment will increase the total number of authorized shares to 10,000,000.    
The amendment will modify the first paragraph of Article FOURTH of the Articles 
of Incorporation to read as follows:                                            

FOURTH:  There shall be only one class of shares - common.            
   Par value of each (if none, so state) - none.
Number of shares authorized - 10,000,000  

The aggregate par value of all authorized shares having a par value is
none.  The total number of authorized shares without par value is     
10,000,000 shares.                                                    

The additional shares of Common Stock for which authorization is sought would   
be identical to the shares of Common Stock now authorized.  If the proposed     
amendment is adopted, it will become effective upon the filing of the proposed  
amendment with the Maine Secretary of State.                                    

On August 25, 1998, the Board of Directors authorized a three-for-one split of  
the Company's Common Stock, subject to receipt of shareholder approval of an    
amendment to the Company's Articles of Incorporation to increase the Company's  
authorized Common Stock.  An increase in the authorized Common Stock is         
necessary to permit the split to occur since the Company does not have a        
sufficient number of authorized but unissued shares to carry out the split.     
The Board of Directors believes that the adoption of the proposed amendment to  
the Articles of Incorporation is advantageous to the Company and its            
shareholders.  It would provide sufficient authorized shares of Common Stock to 
effect the three-for-one stock split.                                           

In the event shareholder approval of this proposal is obtained, after giving    
effect to the proposed three-for-one stock split, the Company would have a      
total of 3,255,820 authorized but unissued shares of Common Stock remaining     
available pursuant to its Articles of Incorporation, of which  274,500 shares   
would be reserved for issuance under the Company's stock option plan.  These    
additional authorized shares of Common Stock will restore the Company's         
flexibility to issue Common Stock as the Board of Directors believes advisable. 
The additional authorized shares of Common Stock could be used from time to     
time for corporate purposes which the Board of Directors may deem desirable,    
including without limitation, issuances for stock splits, stock dividends or    
other distributions, financings, acquisitions, stock grants, stock options and  
employee benefit plans.  The authorized but unissued shares of Common Stock     
could also be used by the incumbent Board of Directors to make a change in      
control of the Company more difficult.  Under certain circumstances, such       
shares could be used to frustrate persons seeking to effect a takeover or       
otherwise gain control of the Company.  For example, it may be possible to      
privately place shares with purchasers who might assist the Board in opposing   
a hostile takeover bid.                                                         

Holders of Common Stock do not have preemptive rights to subscribe to any       
future issuances of Common Stock by the Company. Therefore, any future issuances
of Common Stock could dilute the ownership percentage and voting control of     
current shareholders and decrease the per share earnings ratio and other per    
share ratios.                                                                   

The Company currently has no plans, understandings or agreements to issue       
additional authorized shares of Common Stock other than to effect the three-for-
one stock split declared in August 1998.  Unless required by law or the rules of
American Stock Exchange, or other stock exchange on which the Common Stock may  
then be listed, no further authorization or vote of Company shareholders will be
needed for the issuance of any authorized shares.                               

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT   
TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK   

OTHER MATTERS   

Management knows of no other matters which may properly be and are likely to be 
brought before the meeting, other than the matter discussed herein.  However, if
any other matters properly come before the meeting, the persons named in the    
enclosed proxy will vote in accordance with their best judgment.                

VOTING PROXIES  

The Board of Directors recommends an affirmative vote on the proposal specified.
Proxies will be voted as specified.  If signed proxies are returned without     
specifying an affirmative or negative note on any proposal, the shares          
represented by such proxies will be voted in favor of the Board of Directors'   
recommendation.                                                                 

                  By order of the Board of Directors

  Arthur E. Strout
Secretary     

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PRES14A’ Filing		Date		Other Filings
For Period End:		11/9/98
		11/6/98
		9/30/98		10-Q
		9/28/98
Filed on:		9/15/98
		8/25/98
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