Exhibit 99.2
Banknorth Group, Inc.
&
Evergreen Bancorp, Inc.
Synopsis of Acquisition
August 3, 1998
These investor materials contain forward-looking statements that involve
risk and uncertainty. It should be noted that a variety of factors could
cause the combined company's actual results and experience to differ
materially from the anticipated results or other expectations expressed in
the combined company's forward-looking statements.
The risks and uncertainties that may affect the operations,
performance, development, growth projections and results of the combined
company's business include, but are not limited to, the growth of the
economy, interest rate movements, timely development by the combined company
of technology enhancements for its products and operating systems, the
impact of competitive products, services and pricing, customer based
requirements, Congressional legislation, acquisition cost savings and
revenue enhancements and similar matters. Readers of this report are
cautioned not to place undue reliance on forward-looking statements which
are subject to influence by the named risk factors and unanticipated future
events. Actual results, accordingly, may differ materially from management
expectations.
Strategic Fit
(Map of both banks area branch locations)
Description of Evergreen Bancorp
(EVGN)
* One-bank holding company headquartered in Glens Falls, NY. Its
principal subsidiary, Evergreen Bank, N.A., operates 28 banking
locations throughout the Glens Falls, Plattsburgh and Capital regions.
* A summary of the bank's balance sheet and earnings performance as of
June 30, 1998 is as follows:
(in thousands)
Total Assets: $1,067,196
Loans, net: 686,525
Securities: 321,332
Deposits: 924,955
Total Equity: 87,627
Equity to Assets: 8.21%
Annualized Earnings for the 6 months ended: 11,836
Annualized ROE: 13.62%
Strong NY Market Share and Demographic Trends
Deposit Data & Market Share Information is as of June 19, 1997
Source: SNL Securities, L.P. & Claritas
Average Household Income Clinton Warren Washington
1997 $43,626 $47,374 $39,876
Projected 2002 $54,018 $55,622 $45,893
Percent Change 23.82% 17.41% 15.09%
EVGN Market Share 17.58% 33.46% 44.11%
EVGN Rank by County 3 2 1
Transaction Benefits
* Strategic:
* Creates a regional commercial bank with estimated assets over $4.2
billion and approximately an $870mm market capitalization
* Expands core market area and creates critical mass in eastern New
York with a strong local presence
* Enhances ability to compete and widens product range through a
broadened customer base with similar demographics
* Adds approximately $550 million of additional trust assets
* Provides an additional platform for further growth
* Financial:
* Accretive to earnings
* Enhances capital
* Increases liquidity
* Identified cost savings of approximately $9 million
* Revenue enhancements and/or deployment of excess
capital/incremental cash will further enhance financial benefits
Transaction Description - Term Sheet
Structure: EVGN will be merged with BKNG and Evergreen
Bank, N.A., will be run as a separate subsidiary.
Exchange Ratio: Fixed exchange ratio of .90 shares of BKNG for
each EVGN share
Value: EVGN shareholders receive $33.16, based on
BKNG's 5-day average closing stock price of
$36.83 through 7/30/98. The aggregate offer is
approximately $291 million.
Accounting/Tax Treatment: Pooling of interests / tax free exchange
Stock Purchase Option: 19.9% of EVGN's shares outstanding
Expected Closing: Fourth quarter 1998 / 1st quarter 1999
Strong Balance Sheet Composition
Estimated June 30, 1998 Balance Sheets
($ in millions)
Pro Forma Estimated
BKNG(1) EVGN Pro Forma
Assets $3,168 $1,067 $4,236
Loans $2,135 $ 687 $2,822
Investments $ 741 $ 321 $1,063
Deposits $2,548 $ 925 $3,472
Borrowings $ 333 $ 36 $ 369
Tangible Capital $ 184 $ 88 $ 271
App. Market Capitalization $ 580 $ 291 $ 871
Borrowings/Assets 10.52% 3.37% 8.72%
Tangible Capital/Assets 5.79% 8.21% 6.40%
LLR/Loans 1.38% 1.84% 1.48%
<FN>
<F1> BKNG balance sheet items include the estimated impact of the pending
branch acquisition. On July 1, 1998, BKNG announced the acquisition of
10 BankBoston branches with approximately $285 million of deposits,
$118 million of loans and $1 billion of trust assets for a premium of
approximately $52.5 million.
</FN>
Accretive to BKNG Projected Earnings(1)
($ in millions, except for per share data)
Est. 1999
BKNG Estimated Net Income ($2.19)(1) $34.40
EVGN Estimated Net Income ($1.46)(1) 13.1
Total Estimated Net Income 47.5
After-Tax Cost Savings ($9 Pre-Tax) 6.1
After-Tax Earnings on Incremental Cash/Capital 0
Revenue Enhancements 0
Pro Forma Net Income $53.60
EVGN Estimated FD Shares(2) 9.0
BKNG Estimated FD Shares(2) 15.7
Exchange Ratio .9
Pro Forma Estimated FD Shares 23.8
BKNG Stand Alone EPS $ 2.19
BKNG Pro Forma EPS $ 2.25
Accretion 2.84%
<FN>
<F1> Mean of I/B/E/S analyst projections and excludes the effect of one-time
restructuring charge anticipated in the 4th quarter of 1998.
<F2> Weighted Average diluted shares outstanding for the six (6) months ended
June 30, 1998. Shares are illustrated in millions.
</FN>
Estimated Expense Reductions
($ in millions)
* EVGN's Ann. Last 6 Months Total Expense Base: $30.9 (1)
* EVGN's Projected 1999 Total Expense Base: $32.5 (2)
Estimated Efficiencies:
-----------------------
Salaries & Benefits $ 5.8
Occupancy & Equipment $ 1.8
Other $ 1.4
-----
Total $ 9.0
-----
Percentage of 1999 Projected Base 27.6%
* Estimated Pre-tax Merger and Restructuring Charges of $16mm
(1) Total other expenses for the 6 months ended June 30, 1998 were $15.483
million.
(2) Annualized last 6 months ($30.9) with an estimated 5% growth rate in
1999.
Revenue Enhancement Opportunities
* Trust services
* Expansion of small business lending
* Expansion of automobile leasing & indirect
* Cash management services
* Expanded legal lending limit
* Ability to leverage capital
Incremental Earnings Potential of Excess Capital
($ in millions except per share information)
BKNG
Stand Alone Pro Forma
Total Assets $3,168 $4,236
Tangible Capital $ 184 $ 271
Tangible Capital/Assets 5.79% 6.40%
Capital needed to maintain a TC/A ratio of 6.00%: $ 254
Excess capital: $ 17
Assumed return on excess capital: 12%
Incremental earnings impact: $2,040
Incremental EPS pickup: $ 0.09