Filed by Banknorth Group, Inc.
(Commission File No. 001-31251)
Pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: Banknorth Group, Inc.
(Commission File No. 001-31251)
Date: January 24, 2005
NOTES & NEWS
From Bill Ryan for in-house distribution only
===============================================================
TO: All Employees January 24, 2005
I'm pleased to report on two important events. On Friday, we
closed on the acquisition of BostonFed, the parent company
of Boston Federal Savings Bank. With this acquisition, we
have added more branches to our network in and around
Boston. I would like to welcome the Boston Fed employees to
Banknorth and am looking forward to a successful integration
in mid February.
I also want to give you an update on the proposed merger
with The Toronto-Dominion Bank. Things are moving forward
nicely. A shareholder special meeting has been scheduled
for February 18th, 2005. In addition, last week, the
Federal Reserve Board approved the transaction and a proxy
statement/prospectus was mailed to all Banknorth
shareholders. Employee shareholders will receive their
proxies at their home, if they have not arrived already.
Lastly, I want to make you aware that not voting (i.e., a
"non vote") will have the same effect as a vote against the
transaction. As a result, it is particularly important for
all shareholders to vote their proxies. While I hope that
you will vote in favor of the transaction as recommended by
the Board of Directors, the most important thing is that you
vote in whatever manner you deem appropriate.
I am excited about this new chapter in our company's
history.
Bill
This communication is being made in respect of the proposed
merger transaction involving the acquisition by The Toronto-
Dominion Bank of approximately 51% of the outstanding common
stock of Banknorth Delaware Inc., a wholly-owned subsidiary
of Banknorth Group, Inc. In connection with the proposed
transaction, The Toronto-Dominion Bank and Banknorth
Delaware Inc. filed a combined registration statement on
Form F-4 and S-4 containing the definitive proxy
statement/prospectus for the shareholders of Banknorth
Group, Inc. with the Securities and Exchange Commission.
Shareholders of Banknorth Group, Inc. are urged to read the
definitive proxy statement/prospectus regarding the
transaction, as well as any other relevant documents
carefully and in their entirety because they contain
important information. Shareholders may obtain a free copy
of the definitive proxy statement/prospectus, as well as
other filings containing information about The Toronto-
Dominion Bank and Banknorth Group, Inc., without charge, at
the Securities and Exchange Commission's Internet site
(http://www.sec.gov). Copies of the definitive proxy
statement/prospectus and the filings with the Securities and
Exchange Commission that are incorporated by reference in
the definitive proxy statement/prospectus can also be
obtained, without charge, by directing a request to The
Toronto-Dominion Bank , c/o TD Bank Financial Group, 66
Wellington Street West, Toronto, ON M5K 1A2, Attention:
Investor Relations (416) 308-9030, or to Banknorth Group,
Inc., Two Portland Square, P.O. Box 9540, Portland, ME 04112-
9540, Attention: Investor Relations (207) 761-8517.
The Toronto-Dominion Bank, Banknorth Group, Inc. and
Banknorth Delaware Inc. and their respective directors and
executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of
the proposed transaction. Information regarding The Toronto-
Dominion Bank's directors and executive officers is
available in its Annual Report on Form 40-F for the year
ended October 31, 2004, which was filed with the Securities
and Exchange Commission on December 13, 2004, its notice of
annual meeting and proxy circular for its 2004 annual
meeting, which was filed with the Securities and Exchange
Commission on February 17, 2004, and the above-referenced
Registration Statement on Form S-4/F-4, which was filed with
the Securities and Exchange Commission on October 4, 2004
and amended on November 16, 2004, December 17, 2004 and
January 11, 2005. Information regarding Banknorth Group,
Inc.'s and Banknorth Delaware Inc.'s directors and executive
officers are available in Banknorth Group's proxy statement,
which was filed with the Securities and Exchange Commission
on March 17, 2004, and in the above-referenced Registration
Statement on Form S-4/F-4 . Other information regarding the
participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, is contained in the above-referenced Registration
Statement on Form S-4/F-4, and other relevant materials to
be filed with the Securities and Exchange Commission when
they become available.