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
December 8, 2003
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(Date of earliest event reported)
CCBT FINANCIAL COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Massachusetts 000-25381 04-3437708
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
459 Station Avenue, South Yarmouth, Massachusetts 02664
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(Address of principal executive offices) (Zip Code)
(508) 394-1300
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
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On December 9, 2003, CCBT Financial Companies, Inc. ("CCBT") and
Banknorth Group, Inc. ("Banknorth") announced that they had entered into an
Agreement and Plan of Merger, dated as of December 8, 2003 (the "Agreement"),
which sets forth the terms and conditions pursuant to which CCBT will be merged
with and into Banknorth (the "Merger"). The Agreement provides, among other
things, that as a result of the Merger each outstanding share of common stock of
CCBT (subject to certain exceptions) will be converted into the right to receive
1.084 shares of common stock of Banknorth, plus cash in lieu of any fractional
share interest.
Consummation of the Merger is subject to a number of customary
conditions, including, but not limited to, (i) the approval of the Agreement by
the shareholders of CCBT and (ii) the receipt of requisite regulatory approvals
of the Merger and the proposed merger of CCBT's banking subsidiary, Cape Cod
Bank and Trust Company, with and into Banknorth's banking subsidiary, Banknorth,
NA, immediately prior to consummation of the Merger.
For additional information, reference is made to the press release
dated December 9, 2003, which is included as Exhibit 99.1 and is incorporated
herein by reference, and the other exhibits filed herewith. The description of
the Agreement contained herein is qualified in its entirety by reference to
Exhibit 2.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of December 8,
2003, between Banknorth and CCBT (incorporated herein by
reference to Exhibit 2.1 of the Form 8-K, dated as of
December 8, 2003, filed by Banknorth Group, Inc.).
10.1 Form of Shareholder Agreement between certain shareholders
of CCBT and Banknorth (incorporated herein by reference to
Annex A to Exhibit 2.1 of the Form 8-K, dated as of December
8, 2003, filed by Banknorth Group, Inc.).
10.2 Form of Consulting Agreement between Banknorth and John
Otis Drew (incorporated herein by reference to Annex B to
Exhibit 2.1 of the Form 8-K, dated as of December 8, 2003,
filed by Banknorth Group, Inc.).
99.1 Press Release, dated December 9, 2003 (incorporated by
reference to CCBT's filing with the Commission pursuant to
Rules 425 and 14a-12 under the Securities Act of 1933 on
December 9, 2003).
* * *
The press release included as Exhibit 99.1 and incorporated herein by
reference contains forward-looking statements regarding Banknorth's acquisition
of CCBT. These forward-looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ materially from
those contemplated by such forward-looking statements include, among others, the
following possibilities: (1) estimated cost savings from the acquisition cannot
be fully realized within the expected time frame; (2) revenues following the
acquisition are lower than expected; (3) competitive pressure among depository
institutions increases significantly; (4) costs or difficulties related to the
integration of the businesses of Banknorth and CCBT are greater than expected;
(5) changes in the interest rate environment reduce interest margins; (6)
general economic conditions, either nationally or in the markets in which
Banknorth will be doing business, are less favorable than expected; (7)
legislation or changes in regulatory requirements adversely affect the
businesses in which Banknorth would be engaged; or (8) factors which would
result in a condition to the acquisition not being met.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CCBT FINANCIAL COMPANIES, INC.
By: /s/ PHILLIP W. WONG
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Name: Phillip W. Wong
Title: Executive Vice President and
Chief Financial Officer
Date: December 12, 2003