UNITED STATES
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
April 30, 2004
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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 and Regulation FD Disclosure.
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As of the end of the day on April 30, 2004, following receipt of all
required regulatory and stockholder approvals, Banknorth Group, Inc.
("Banknorth") completed the acquisition of CCBT Financial Companies, Inc.
("CCBT") pursuant to an Agreement and Plan of Merger, dated as of December 8,
2003, between Banknorth and CCBT. The acquisition was effected by means of
the merger of CCBT with and into Banknorth (the "Merger"). Upon consummation
of the Merger, each share of common stock of CCBT outstanding immediately
prior thereto was converted into the right to receive 1.084 shares of common
stock of Banknorth, and accompanying rights under Banknorth's Shareholder
Rights Plan, plus cash in lieu of any fractional share interest. Immediately
prior to the Merger, Cape Cod Bank and Trust Company, N.A., CCBT's
wholly-owned banking subsidiary, was merged with and into Banknorth, N.A.,
Banknorth's wholly-owned banking subsidiary.
In connection with the acquisition of CCBT, John Otis Drew was elected as
a director of Banknorth.
As of the end of the day on April 30, 2004, following receipt of all
required regulatory and stockholder approvals, Banknorth also completed the
acquisition of Foxborough Savings Bank ("Foxborough") pursuant to an Agreement
and Plan of Reorganization, dated as of November 25, 2003, between Banknorth
and Foxborough. The acquisition was effected by a series of transactions
which resulted in the combination of Foxborough with and into Banknorth, N.A.
Upon consummation of the acquisition, each share of common stock of Foxborough
outstanding immediately prior thereto was converted into the right to receive
$100, without interest.
For additional information relating to the acquisitions of CCBT and
Foxborough, reference is made to the press release of Banknorth included as
Exhibit 99.1 hereto.
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 2.1 Agreement and Plan of Merger, dated as of
December 8, 2003, between Banknorth and
CCBT (1)
Exhibit 2.2 Agreement and Plan of Reorganization,
dated as of November 25, 2003, between
Banknorth and Foxborough (2)
Exhibit 10.1 Form of Consulting Agreement between
Banknorth and John Otis Drew (included as
Annex B to Exhibit 2.1) (1)
Exhibit 99.1 Press Release, dated May 3, 2004
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(1) Incorporated by reference to the Current Report on Form 8-K filed
by Banknorth with the SEC on December 10, 2003, as well as to Annex I to the
Prospectus/Proxy Statement contained in the Registration Statement on Form
S-4 (File No. 333-112104) filed by Banknorth with the SEC on January 22,
2004, as amended.
(2) Incorporated by reference to the Current Report on Form 8-K filed
by Banknorth with the SEC on November 26, 2003.
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: Executive Vice President and
Chief Operating Officer
Date: May 3, 2004