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): January 31, 1999
BANKNORTH GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18173 03-0321189
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Banknorth Group, Inc.
300 Financial Plaza
P.O. Box 5420
Burlington, VT 05401-5420
(Address of principal executive offices)
Registrant's telephone number, including area code: (802) 658-9959
Not applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On July 31, 1998, Banknorth Group, Inc. (the "Company" or
"Banknorth") executed an agreement with Evergreen Bancorp, Inc.
("Evergreen") of Glens Falls, New York pursuant to which the Company agreed
to acquire Evergreen by merger of Evergreen into Banknorth (the "Merger").
On December 31, 1998, the Company consummated the Merger. Evergreen was
the bank holding company parent for a single community bank, Evergreen
Bank, N.A., which operates twenty-eight (28) branches in New York. The
transaction was structured as a tax-free exchange of 0.9 shares of the
Company's common stock for each share of Evergreen common stock and
accounted for as a pooling of interests.
The publication of these unaudited financial results is in accordance
with a provision of the Affiliation Agreement and Plan of Reorganization
dated as of July 31, 1998 that provides for the publication by the Company
of unaudited financial results, including at least 30 days of post-merger
combined results of operations pursuant to Securities and Exchange
Commission Accounting Series Release No. 135. The following represents an
Unaudited Condensed Consolidated Statement of Financial Condition, a
Summary of Operations and other selected Financial Information and Notes as
of and for the month ended January 31, 1999:
BANKNORTH GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
As of January 31, 1999
(Unaudited)
January 31,
(In thousands) 1999
-----------
Assets
Cash and due from banks $ 118,194
Money market investments 9,857
----------
Cash and cash equivalents 128,051
Loans held for sale 32,958
Securities available for sale, at fair value 1,123,215
Investment securities, held for maturity 20,454
(Fair value amounts to $21,299)
Loans 2,845,017
Less: Allowance for loan losses 45,086
----------
Net loans 2,799,931
Accrued interest receivable 24,473
Premises, equipment and software, net 53,479
Other real estate owned and repossessed assets 2,970
Goodwill 76,607
Capitalized mortgage servicing rights 5,434
Bank-owned life insurance 42,492
Other assets 36,753
----------
Total assets $4,346,817
==========
Liabilities, Guaranteed Preferred Beneficial Interests in Corporation's
Junior Subordinated Debentures and Shareholders' Equity
Non-interest bearing deposits $ 483,899
Interest bearing deposits 3,067,889
----------
Total deposits 3,551,788
Federal funds purchased 15,480
Securities sold under agreements to repurchase 205,913
Borrowings from U.S. Treasury 27,069
Borrowings from Federal Home Loan Bank 70,000
----------
Total short-term borrowed funds 318,462
Federal Home Loan term notes 65,867
Bank term loan 8,263
----------
Total long-term debt 74,130
Accrued interest payable 7,366
Other liabilities 42,931
----------
Total liabilities 3,994,677
Guaranteed preferred beneficial interests in Corporation's
junior subordinated debentures 30,000
Shareholders' equity 322,140
----------
Total Liabilities, Guaranteed Preferred Beneficial Interests
in Corporation's Junior Subordinated Debentures and
Shareholders' Equity $4,346,817
==========
BANKNORTH GROUP, INC.
SUMMARY OF OPERATIONS
For the Month Ended January 31, 1999
(Unaudited)
(Dollars in thousand)
Total interest income $26,265
Total interest expense 12,006
-------
Net interest income 14,259
Provision for loan losses 772
-------
Net interest income after provision 13,487
Operating income
Investment management income 1,566
Service charges on deposits 1,079
Mortgage banking income 387
Net securities transactions 79
Other income 921
-------
Total operating income 4,032
Operating expense
Compensation and benefits 5,789
Net occupancy expense 904
Equipment and software 768
Data processing 806
Goodwill amortization 705
Capital securities expense 263
Other operating expenses 2,719
-------
Total operating expense 11,954
Income before income taxes 5,565
Income taxes 1,722
-------
Net income $ 3,843
=======
BANKNORTH GROUP, INC.
SELECTED FINANCIAL INFORMATION
As of January 31, 1999
(Unaudited)
(Dollars in thousand, except share data)
Total common shares outstanding 23,158,743
Non-performing assets $ 19,150
Non-performing loans 16,179
Non-performing assets/total assets 0.44%
Allowance for loan losses to non-performing loans 278.67%
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY
OF OPERATIONS AS OF AND FOR THE MONTH ENDED JANUARY 31, 1999
1. The accompanying unaudited condensed consolidated financial
statements include the accounts of the Company and its subsidiaries,
Evergreen Bank, N.A. and its wholly owned subsidiary, First
Massachusetts Bank, N.A., North American Bank Corporation and its
wholly owned subsidiary, Farmington National Bank, The Howard Bank,
N.A., First Vermont Bank and Trust Company and its wholly owned
subsidiary, Banknorth Mortgage Company, Franklin Lamoille Bank,
Granite Savings Bank and Trust Company, Woodstock National Bank, The
Stratevest Group, N.A., North Group Realty, Inc., and Banknorth
Capital Trust I. It is the opinion of management that the
accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles and reflect all adjustments which are considered necessary
to report fairly the financial position as of January 31, 1999 and
the summary of operation for the month ended January 31, 1999.
2. Included in total operating expenses for the month of January 31,
1999 were approximately $121 thousand of merger costs and
restructuring charges as a result of the merger of Evergreen. During
the fourth quarter of 1998, the Company incurred approximately $20.1
million in expenses related to the merger. Management expects an
additional $700 thousand in after-tax expense in the first quarter of
1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Banknorth Group, Inc.
/s/ Thomas J. Pruitt
--------------------
Thomas J. Pruitt
Executive Vice President and Chief
Financial Officer
Dated: February 17, 1999