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
February 26, 2002
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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, Two 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)
ITEM 5. OTHER EVENTS
On February 27, 2002, Banknorth Group, Inc. ("Banknorth") and Ipswich
Bancshares, Inc. ("Ipswich") announced that they had entered into an Agreement
and Plan of Merger, dated as of February 26, 2002 (the "Agreement"), which sets
forth the terms and conditions pursuant to which Ipswich 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 Ipswich
(subject to certain exceptions) will be converted into the right to receive
$20.50 in cash or a number of whole shares of common stock of Banknorth
determined by dividing $20.50 by the average closing prices of the Banknorth
common stock during a specified period preceding the Merger, plus cash in lieu
of any fractional share interest, subject to election and allocation procedures
set forth in the Agreement which are intended to ensure that 51% of the
outstanding shares of Ipswich common stock will be converted in the right to
receive Banknorth common stock and 49% of the outstanding shares of Ipswich
common stock will be converted into the right to receive cash.
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 Ipswich and (ii) the receipt of requisite regulatory
approvals of the Merger and the proposed merger of Ipswich's banking subsidiary,
Ipswich Saving Bank, with and into Banknorth's banking subsidiary, Banknorth,
NA, as soon as practicable following consummation of the Merger.
In connection with the Agreement, Banknorth and Ipswich entered into a
Stock Option Agreement, dated as of February 26, 2002, pursuant to which Ipswich
granted Banknorth an option (the "Option") to purchase up to 384,438 shares of
Ipswich's common stock (subject to adjustment as set forth therein), which
represents 19.9% of Ipswich's outstanding shares of common stock, at a purchase
price of $15.35 per share (subject to adjustment as set forth therein). The
Option will become exercisable upon the occurrence of certain events, as
specified in the Stock Option Agreement, none of which has occurred as of the
date hereof.
For additional information, reference is made to the press release dated
February 27, 2002, which is included as Exhibit 99.1 and is incorporated herein
by reference.
In addition, on February 26, 2002, Banknorth announced that its Board of
Directors has authorized the repurchase of up to 8 million shares, or
approximately 5 percent, of Banknorth's outstanding common stock. For additional
information, reference is made to the press release dated February 26, 2002,
which is included as Exhibit 99.2 and is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(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 February 26, 2002,
between Banknorth and Ipswich
10.1 Form of Stock Option Agreement between Banknorth (as grantee)
and Ipswich (as issuer) (included as Annex B to Exhibit 2.1)
10.2 Form of Shareholder Agreement between each director of Ipswich
and Banknorth (included as Annex A to Exhibit 2.1)
10.3 Form of Termination Agreement by and among Banknorth, Ipswich,
Ipswich Savings Bank, Eastern Bank, as Trustee, and David L. Grey
(included as Annex C to Exhibit 2.1)
10.4 Form of Employment and Noncompetition Agreement between Banknorth
and David L. Grey (included as Annex D to Exhibit 2.1)
99.1 Press Release, dated February 27, 2002*
99.2 Press Release, dated February 26, 2002
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* Incorporated by reference from Banknorth's filing with the Commission
pursuant to Rule 425 under the Securities Act of 1933 on February 27, 2002.
ITEM 9. REGULATION FD DISCLOSURE
The press release included as Exhibit 99.1 and incorporated herein by
reference contains forward-looking statements with respect to the financial
condition, results of operations and business of Banknorth upon consummation of
the Merger, including statements relating to: (a) the estimated cost savings and
accretion to reported earnings that will be realized from the Merger and (b) the
merger charges expected to be incurred in connection with the Merger. These
forward-looking statements involve certain risks and uncertainties. Factors that
may cause actual results to differ
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materially from those contemplated by such forward-looking statements include,
among others, the following possibilities: (1) estimated cost savings from the
Merger cannot be fully realized within the expected time frame; (2) revenues
following the Merger 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 Ipswich 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; or (7) legislation or changes in regulatory requirements adversely
affect the businesses in which Banknorth would be engaged.
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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: Senior Executive Vice President,
Chief Operating Officer and Chief
Financial Officer
Date: February 28, 2002
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