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: February 2, 2005
The following notice was mailed to stockholders of Banknorth Group,
Inc. on or about February 2, 2005.
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[Logo] Banknorth Group, Inc.
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*** Additional Notice ***
We recently mailed to you proxy materials for the Special Meeting of
Shareholders of Banknorth Group, Inc. scheduled to be held at 10:00 a.m.,
local time, on February 18, 2005 at the Portland Marriott Hotel, 200 Sable
Oak Drive, South Portland, Maine 04106. The matters to be considered and
voted upon at the special meeting are listed on the enclosed voting form and
relate to a merger agreement we entered into with The Toronto-Dominion Bank.
The approval of the proposal to approve the merger agreement and the proposals
to approve the reincorporation of Banknorth from Maine to Delaware and the
governance and other provisions in the post-transaction certificate of
incorporation of new Banknorth is a condition to the completion of the
transaction. Therefore, if you wish to approve the transaction, you must
approve each of these proposals.
Your vote is very important.
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Your shares can not be voted unless you give your specific instructions. A
failure to vote by telephone, via the Internet, by mail or in person at the
special meeting will have the same effect as a vote against approval of the
merger agreement. Whether or not you plan to attend the special meeting,
please vote today by submitting your proxy promptly by telephone or via the
Internet in accordance with the instructions on the accompanying proxy form,
or by completing, dating and returning your proxy form in the enclosed
envelope.
To receive a copy of the proxy materials or if you have questions regarding
the proposed merger, please feel free to contact Morrow & Co., Inc.,
toll-free at 1-800-607-0088 or 1-800-654-2468.
Thank you for your support.
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.