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
December 31, 2003
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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 001-31251 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
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On December 31, 2003, following the receipt of all required regulatory
and stockholder approvals, Banknorth Group, Inc. ("Banknorth") completed the
acquisition of First & Ocean BanCorp ("First & Ocean") pursuant to an
Agreement and Plan of Merger, dated as of September 2, 2003, between Banknorth
and First & Ocean (the "Agreement"). The acquisition was effected by means of
the merger of a newly-formed wholly-owned subsidiary of Banknorth with and
into First & Ocean (the "Merger"). In addition, First & Ocean's banking
subsidiary, First & Ocean National Bank, was merged with and into Banknorth's
banking subsidiary, Banknorth, NA. Upon consummation of the Merger, each
outstanding share of common stock of First & Ocean (other than certain shares
held by First & Ocean) was converted into the right to receive $176.00 in cash.
For additional information, reference is made to the press release of
Banknorth, dated December 30, 2003, which is included as Exhibit 99.1 and is
incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(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 September 2,
2003 between Banknorth and First & Ocean *
10.1 Form of Shareholder Agreement between each director of
First & Ocean and Banknorth (included as Annex A to
Exhibit 2.1)*
10.2 Form of Termination and Release Agreement by and among
David S. Outhouse, First & Ocean, First & Ocean
National Bank and Banknorth (included as Annex B to
Exhibit 2.1)*
10.3 Form of Noncompetition Agreement between Banknorth
and David S. Outhouse (included as Annex C to Exhibit
2.1)*
99.1 Press Release, dated December 30, 2003
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* Incorporated by reference to the Current Report on Form 8-K filed by
Banknorth with the Commission on September 5, 2003.
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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
and Chief Operating Officer
Date: January 2, 2004
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