SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
August 8, 2002
Warren Bancorp, Inc.
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-17222 04-3024165
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
10 Main Street, Peabody, Massachusetts 01960
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (978) 531-7400
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ITEM 5. OTHER EVENTS
On August 8, 2002, Banknorth Group, Inc. ("Banknorth") and Warren
Bancorp, Inc. ("Warren") announced that they had entered into an Agreement and
Plan of Merger, dated as of August 8, 2002 (the "Agreement"), which sets forth
the terms and conditions pursuant to which Warren 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 Warren (subject
to certain exceptions) will be converted into the right to receive $15.75 in
cash or a number of whole shares of common stock of Banknorth determined by
dividing $15.75 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 50% of the outstanding
shares of Warren common stock will be converted into the right to receive
Banknorth common stock and 50% of the outstanding shares of Warren 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 Warren and (ii) the receipt of requisite regulatory
approvals of the Merger and the proposed merger of Warren's banking subsidiary,
Warren Five Cents Savings Bank, with and into Banknorth's banking subsidiary,
Banknorth, NA, as soon as practicable following consummation of the Merger.
The press release issued by Banknorth and Warren with respect to the
announcement of the above-described transaction is included hereto as Exhibit
99.4 and is hereby incorporated herein by reference in its entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Agreement and Plan of Merger, dated as of August 8,
2002, between Banknorth and Warren (1)
Exhibit 99.2 Form of Shareholder Agreement, dated as of August 8,
2002, between each director of Warren and Banknorth
(2)
Exhibit 99.3 Amendment to Shareholder Rights Agreement, dated as
of August 8, 2002, between Warren and Registrar and
Transfer Company
Exhibit 99.4 Press Release of Banknorth and Warren dated August 8,
2002 (3)
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(1) Incorporated by reference from Exhibit 2.1 of Banknorth's Current Report on
Form 8-K filed August 14, 2002 (File No. 0-16947).
(2) Incorporated by reference from Exhibit 10.1 of Banknorth's Current Report
on Form 8-K filed August 14, 2002 (File No. 0-16947).
(3) Incorporated by reference from Warren's Schedule 14A filed pursuant to Rule
14a-12 on August 8, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
WARREN BANCORP, INC.
Date: August 15, 2002 By: /s/ John R. Putney
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Name: John R. Putney
Title: President and Chief Executive
Officer
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 Agreement and Plan of Merger, dated as of August 8, 2002, between
Banknorth and Warren
Exhibit 99.2 Form of Shareholder Agreement, dated as of August 8, 2002,
between each director of Warren and Banknorth
Exhibit 99.3 Amendment to Shareholder Rights Agreement, dated as of August 8,
2002, between Warren and Registrar and Transfer Company
Exhibit 99.4 Press Release of Banknorth and Warren dated August 8, 2002