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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
June 11, 2001
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(Date of earliest event reported)
Banknorth Group, Inc
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(Exact name of registrant as specified in its charter)
Maine 0-16947 01-0437984
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
P.O. Box 9540, One Portland Square, Portland, Maine 04112-9540
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(Address of principal executive offices) (Zip Code)
(207) 761-8500
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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)
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ITEM 5. OTHER EVENTS
As previously reported, on June 11, 2001, Banknorth Group, Inc.
("Banknorth") announced that it had entered into agreements to acquire Andover
Bancorp, Inc. ("Andover"), a multi-bank holding company headquartered in
Andover, Massachusetts, and MetroWest Bank ("MetroWest"), a
Massachusetts-chartered savings bank headquartered in Framingham, Massachusetts.
Banknorth and Andover have entered into an Agreement and Plan of Merger,
dated as of June 11, 2001 (the "Andover Agreement"), which sets forth the terms
and conditions pursuant to which Andover would be merged with and into Banknorth
(the "Merger"). The Andover Agreement provides, among other things, that as a
result of the Merger, each outstanding share of common stock of Andover (subject
to certain exceptions) will be converted into the right to receive 2.27 shares
of Banknorth's common stock, plus cash in lieu of any fractional share interest.
It is the intention of Banknorth to repurchase up to one-half of the
approximately 15.7 million shares of Banknorth common stock to be issued in the
Merger, which will be accounted for under the purchase method, in open market
transactions from time to time as market conditions warrant. Consummation of the
Merger is subject to a number of customary conditions, including, but not
limited to, (i) the approval of the Andover Agreement by the shareholders of
Andover and (ii) the receipt of requisite regulatory approvals of the Merger and
the proposed merger of each of Andover's banking subsidiaries, Andover Bank and
Gloucester Bank & Trust Company, with and into Banknorth's Massachusetts and
Connecticut based banking subsidiary, First Massachusetts Bank, National
Association ("FMB"), immediately following consummation of the Merger.
Banknorth and MetroWest have entered into an Agreement and Plan of
Consolidation, dated as of June 11, 2001 (the "MetroWest Agreement"), which sets
forth the terms and conditions pursuant to which an interim national bank to be
formed by Banknorth would consolidate with and into MetroWest (the
"Consolidation") following the conversion of MetroWest to a national bank, after
which MetroWest would be merged with and into FMB. The MetroWest Agreement
provides, among other things, that as a result of the Consolidation, each
outstanding share of common stock of MetroWest (subject to certain exceptions)
will be converted into the right to receive $11.50, without interest. Based on
the fully-diluted number of shares of MetroWest common stock outstanding, the
aggregate purchase price for this acquisition is approximately $166 million.
Consummation of the Consolidation is subject to a number of customary
conditions, including, but not limited to, (i) the approval of the MetroWest
Agreement by the shareholders of MetroWest and (ii) the receipt of requisite
regulatory approvals.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
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(c) The following exhibits are included with this Report:
Exhibit 2.1 Agreement and Plan of Merger, dated as of June 11, 2001,
between Banknorth and Andover (including the form of
Shareholder Agreement and the form of Stock Option
Agreement included as Exhibits A and B thereto,
respectively)
Exhibit 2.2 Agreement and Plan of Consolidation, dated as of June
11, 2001, between Banknorth and MetroWest (including the
form of Shareholder Agreement and the form of Stock
Option Agreement included as Exhibits A and B thereto,
respectively)
Exhibit 10.1 Stock Option Agreement, dated as of June 11, 2001,
between Banknorth (as grantee) and Andover (as issuer)
Exhibit 10.2 Stock Option Agreement, dated as of June 11, 2001,
between Banknorth (as grantee) and MetroWest (as issuer)
Exhibit 10.3 Form of Shareholder Agreement, dated as of June 11,
2001, between each director of Andover and Banknorth(1)
Exhibit 10.4 Form of Shareholder Agreement, dated as of June 11,
2001, between each director of MetroWest and Banknorth(2)
Exhibit 99.1 Press Release, dated June 11, 2001(3)
Exhibit 99.2 Portions of Analysts Presentation(3)
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(1) Included as Exhibit A to Exhibit 2.1.
(2) Included as Exhibit A to Exhibit 2.2.
(3) Incorporated by reference from Banknorth's filing with the Commission
pursuant to Rule 425 of the Securities Act of 1933 on June 11, 2001.
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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.
BANKNORTH GROUP, INC.
By: /s/ Peter J. Verrill
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Name: Peter J. Verrill
Title: Executive Vice President,
Chief Financial Officer and Treasurer
Date: June 13, 2001