SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
WARREN BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a) of Schedule 14A.
[_] Fee computed on table below per Exchange
Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
On August 8, 2002, Banknorth Group, Inc. and Warren Bancorp, Inc. issued the
following press release:
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION, CONTACT:
AT BANKNORTH GROUP
BRIAN ARSENAULT, SVP, CORPORATE COMMUNICATIONS
207 761-8517
AT WARREN BANCORP
JOHN R. PUTNEY, PRESIDENT AND CHIEF EXECUTIVE OFFICER
978 531-7400
BANKNORTH GROUP TO ACQUIRE WARREN BANCORP
VALUES TRANSACTION AT $122.6 MILLION
Portland, Maine, August 8, 2002 - Banknorth Group, Inc. (NASDAQ: BKNG),
announced today that it has signed a definitive agreement to acquire Warren
Bancorp, Inc. (NASDAQ: WRNB), parent company of Warren Five Cents Savings Bank,
for an estimated $122.6 million in cash and stock. The transaction will provide
Banknorth the leading market share in Essex County, Massachusetts with nearly a
16% deposit market share in the affluent North Shore county.
At June 30, 2002, Warren Bancorp had total assets of $460 million, total
deposits of $394 million, total loans of $345 million and shareholders' equity
of $44 million. Warren Five Cents Savings Bank operates six banking offices
exclusively in Massachusetts, four in Peabody and one each in Beverly and North
Beverly.
"We continue to execute our plan of acquiring sound banking companies that
extend and enhance our Massachusetts franchise," said William J. Ryan, Banknorth
Chairman, President and Chief Executive Officer. "The Warren market adds to our
already strong franchise in the Boston suburbs and brings to us a banking
tradition with deep roots in the communities it serves."
"Banknorth and Warren Bank are a great fit for North Shore customers who want
community banking to continue. Banknorth, though much larger than Warren, shares
our commitment to the communities it serves," said Stephen G. Kasnet, Chairman
of Warren Bancorp. "We believe that our shareholders will be excited by this
transaction and that our customers will benefit from Banknorth's extensive
branch network and its long list of products and services."
2
Banknorth Group, headquartered in Portland, Maine, operates in Massachusetts as
Banknorth Massachusetts. In the past year, Banknorth has previously acquired
Andover Bancorp, MetroWest Bank and Ipswich Bancshares.
The terms of the agreement call for outstanding shares of Warren common stock to
be converted into the right to receive $15.75 per share or a number of whole
shares of Banknorth determined by dividing $15.75 by the average closing prices
of the Banknorth common stock over a specified period, plus cash in lieu of any
fractional share interest.
The terms are subject to election and allocation procedures which are intended
to ensure that 50% of the outstanding Warren common stock will be converted into
the right to receive Banknorth common stock and 50% of the outstanding Warren
common stock will be converted into the right to receive cash. The transaction
is intended to qualify as reorganization for federal income tax purposes. As a
result, the shares of Warren stock exchanged for Banknorth stock will be
transferred on a tax-free basis.
The transaction is valued by Banknorth at 263% of Warren book value per share
at March 31, 2002 and 17.1 times consensus estimated earnings per share of
Warren for 2003.
The transaction is expected to be accretive by one cent per diluted share to
Banknorth earnings in 2003. Transaction costs of $6.2 million are anticipated.
The definitive agreement has been approved by the Board of Directors of
Banknorth and the Board of Directors of Warren. The transaction is subject to
all required regulatory approvals, the approval by shareholders of Warren and
other customary conditions. The transaction is expected to be completed by the
end of the year with operational integration to follow soon after.
Banknorth Group, Inc. is one of the country's 35 largest commercial banking
companies with total assets of $21.3 billion at June 30, 2002. The Company's
banking subsidiary, Banknorth, NA, operates banking divisions in Connecticut,
Maine, Massachusetts, New Hampshire, New York and Vermont. Banknorth also
operates subsidiaries and divisions in insurance, investment planning, money
management, leasing, merchant services, mortgage banking, government banking and
other financial services.
This press release contains forward-looking statements with respect to the
financial condition, results of operations and business of Banknorth upon
consummation of the acquisition of Warren, including statements relating to: (a)
the estimated cost savings and accretion to reported earnings that will be
realized from the acquisition and (b) the merger charges expected to be incurred
in connection with the acquisition. These forward-looking statements involve
certain risks and uncertainties. Factors that may cause actual results to differ
materially from those contemplated by such forward-looking statements include,
among others, the following possibilities: (1) estimated cost savings from the
acquisition cannot be fully realized within the expected time frame; (2)
revenues following the acquisition 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
Warren 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.
3
Banknorth and Warren will be filing relevant documents concerning the merger
with the Securities and Exchange Commission, including a registration statement
on Form S-4 containing a prospectus/proxy statement. WE URGE INVESTORS TO READ
THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be
able to obtain these documents free of charge at the SEC's website, WWW.SEC.GOV.
In addition, documents filed with the SEC by Banknorth will be available free of
charge from the Secretary of Banknorth (Carol L. Mitchell, Secretary, Banknorth
Group, Inc., Two Portland Square, P.O. Box 9540, Portland, Maine 04112-9540,
telephone (207) 761-8500), and documents filed with the SEC by Warren will be
available free of charge from the Clerk of Warren (Susan G. Ouellette, Clerk,
Warren Bancorp, Inc. 10 Main Street, Peabody, Massachusetts 01960, telephone
(978) 531-7499). The directors and executive officers of Warren may be deemed to
be participants in the solicitation of proxies to approve the merger.
Information about the directors and executive officers of Warren and ownership
of Warren common stock is set forth in the proxy statement filed by Warren with
the SEC on March 21, 2002. Additional information about the interests of those
participants may be obtained from reading the definitive prospectus/proxy
statement regarding the proposed acquisition when it becomes available. WARREN
INVESTORS SHOULD READ THE PROSPECTUS/PROXY STATEMENT AND OTHER DOCUMENTS TO BE
FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.