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 14, 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
As of the end of the day on February 14, 2003, following the
receipt of all required regulatory and stockholder approvals,
Banknorth Group, Inc. ("Banknorth") completed the acquisition of
American Financial Holdings, Inc. ("American") pursuant to an
Agreement and Plan of Merger, dated as of August 22, 2002,
between Banknorth and American (the "Agreement"). The acquisition
was effected by means of the merger of American with and into
Banknorth (the "Merger").
Upon consummation of the Merger, each outstanding share of
common stock of American (other than certain shares held by
American) was converted into the right to receive $32.00 in cash
or 1.22 shares of common stock of Banknorth, 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 American common
stock will be converted in the right to receive Banknorth common
stock and 50% of the outstanding shares of American common stock
will be converted into the right to receive cash.
For additional information, reference is made to the press
release of Banknorth, dated January 13, 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
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger, dated as of
August 22, 2002 between Banknorth and
American *
10.1 Form of Shareholder Agreement between each
director of American and Banknorth (included
as Annex A to Exhibit 2.1)*
10.2 Form of Executive Agreement by and among
Banknorth, American, American Savings Bank
and each of Robert T. Kenney, Charles J.
Boulier III, Peter N. Perugini, Richard J.
Moore, Sheri C. Pasqualoni, William E.
Solberg, Charles P. Ahern and Earl T.
Young (included as Annex B to Exhibit 2.1)*
10.3 Form of Consulting Agreement between Banknorth
and Robert T. Kenney (included as Annex C to
Exhibit 2.1)*
99.1 Press Release, dated January 13, 2003
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* Incorporated by reference to the Current Report on Form 8-K
filed by Banknorth with the Commission on August 23, 2002, as
well as to Annex I to the Proxy Statement/Prospectus contained in
the Registration Statement on Form S-4 (File No. 333-100095)
filed with the Commission on September 25, 2002, as amended.
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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: Chief Operating Officer and Chief
Financial Officer
Date: February 18, 2003
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