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): December 31, 1998
BANKNORTH GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-18173 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) (Zip Code)
Registrant's telephone number, including area code: (802) 658-9959
Not applicable
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On December 31, 1998, Banknorth Group, Inc. ("Banknorth") and Evergreen Bancorp,
Inc. ("Evergreen") consummated their previously announced merger (the "Merger"),
in which Evergreen was merged with and into Banknorth. The Merger was effected
pursuant to an Affiliation Agreement and Plan of Reorganization (the
"Affiliation Agreement") and a related Agreement and Plan of Merger (the "Plan
of Merger"), by and between Banknorth and Evergreen, both dated as of July 31,
1998. The Affiliation Agreement and the Plan of Merger were previously filed as
Annexes I and II, respectively, to the Prospectus/Joint Proxy Statement included
in Banknorth's Registration Statement on Form S-4 (No. 333-68237) filed on
December 2, 1998.
The Merger was approved by the shareholders of Banknorth and Evergreen at
special meetings held on December 31, 1998. Upon consummation of the Merger,
each of Evergreen's 8,772,879 issued and outstanding shares of common stock,
$3.33 1/3 par value per share, together with associated preferred share purchase
rights, was converted into 0.9 shares of Banknorth common stock, $1.00 par value
per share, together with associated preferred share purchase rights, and cash in
lieu of fractional shares. After giving effect to the Merger, there were
approximately 23,179,000 shares of Banknorth common stock issued and
outstanding. Evergreen director and employee stock options outstanding
immediately prior to the effective time of the Merger were converted into
options to purchase Banknorth common stock, appropriately adjusted to reflect
the Merger conversion ratio. The aggregate number of shares of Banknorth common
stock issuable upon exercise of such converted stock options is approximately
432,955. The Merger was accounted for as a pooling of interests and was
structured as a tax free reorganization.
George W. Dougan, the former Chairman, President and Chief Executive Officer of
Evergreen, and two other former directors of Evergreen, Robert F. Flacke and
Anthony J. Mashuta, have been appointed to the Board of Directors of Banknorth.
In addition, Mr. Dougan has been appointed Vice Chairman of the Banknorth Board
of Directors. The Banknorth By-laws were amended prior to the Merger to
increase the number of directors from 14 to 17 in order to accommodate the new
appointments.
Additional information regarding consummation of the Merger is contained in a
press release filed as Exhibit 99.1 to this report.
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
(1) The audited consolidated financial statements of Evergreen as of
December 31, 1997 and 1996 and for each of the years in the three-year
period ended December 31, 1997, and the independent auditors' report
thereon, previously included in Evergreen's Annual Report on Form 10-K
for the year ended December 31, 1997, are hereby incorporated by
reference.
(2) The unaudited consolidated interim financial statements of Evergreen as
of September 30, 1998 and 1997 and for the nine month period then
ended, previously included in Evergreen's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998, are hereby incorporated by
reference.
(b) Pro Forma Financial Information.
(1) The unaudited pro forma condensed combined income statements of
Banknorth for the years ended December 31, 1997, 1996 and 1995, giving
effect to the Merger under the pooling of interests method of
accounting, were set forth on pages 75 and 78-82 of Banknorth's
Prospectus/Joint Proxy Statement contained in its Registration
Statement on Form S-4 (No. 333-68237) filed on December 2, 1998, and
are hereby incorporated by reference.
(2) The unaudited pro forma condensed combined balance sheet of Banknorth
as of September 30, 1998 and the unaudited pro forma condensed combined
income statement of Banknorth for the nine month period ended September
30, 1998, giving effect to the Merger under the pooling of interest
method of accounting, were set forth on pages 75-77 of Banknorth's
Prospectus/Joint Proxy Statement contained in its Registration
Statement on Form S-4 (No. 333-68237) filed on December 2, 1998, and
are incorporated herein by reference.
(c) Exhibits. The following exhibits are filed herewith or incorporated by
reference as part of this report:
2.1 Affiliation Agreement and Plan of Reorganization, dated as of July 31,
1998, between Banknorth and Evergreen, incorporated by reference to
Annex I to the Prospectus/Joint Proxy Statement contained in the
Registration Statement of Banknorth on Form S-4 (No. 333-68237), filed
on December 2, 1998.
2.2 Agreement and Plan of Merger, dated as of July 31, 1998, by and
between Banknorth and Evergreen, incorporated by reference to Annex II
to the Prospectus/Joint Proxy Statement contained in the Registration
Statement of Banknorth on Form S-4 (No. 333-68237), filed on December
2, 1998.
23.1 Consent of KPMG LLP, independent auditors to Evergreen.
99.1 Press Release dated December 31, 1998.
SIGNATURES
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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 hereunto duly authorized.
BANKNORTH GROUP, INC.
Date: January 15, 1999 By: /s/ Thomas J. Pruitt
------------------------------
Thomas J. Pruitt,
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
2.1 Affiliation Agreement and Plan of Reorganization, dated as of July 31,
1998, between Banknorth and Evergreen, incorporated by reference to Annex
I to the Prospectus/Joint Proxy Statement contained in the Registration
Statement of Banknorth on Form S-4 (No. 333-68237), filed on December 2,
1998.
2.2 Agreement and Plan of Merger, dated as of July 31, 1998, by and between
Banknorth and Evergreen, incorporated by reference to Annex II to the
Prospectus/Joint Proxy Statement contained in the Registration Statement
of Banknorth on Form S-4 (No. 333-68237), filed on December 2, 1998.
23.1 Consent of KPMG LLP, independent auditors to Evergreen.
99.1 Press Release dated December 31, 1998.