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
Date of Report (Date of earliest event reported) February 4, 2005
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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)
Registrant's telephone number, including area code (207) 761-8500
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Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 240.14d-2(b))
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee
Benefit Plans.
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This Form 8-K is being filed to comply with the SEC requirement that
notice of a blackout period under the Banknorth Group, Inc. ("Banknorth")
401(k) Plan (the "Plan") be given to Banknorth's directors and executive
officers and also be furnished to the SEC under cover of a Form 8-K. During
the blackout period, participants in the Banknorth 401(k) Plan will be unable
to direct or diversify investments in the Banknorth Common Stock Fund or the
Banknorth Stock Liquidity Fund. The purpose of the blackout period is to
allow the plan administrator to process the exchange of Banknorth common stock
for the merger consideration pursuant to an Amended and Restated Agreement and
Plan of Merger, dated as of August 25, 2004, between Banknorth and The
Toronto-Dominion Bank.
Banknorth is notifying its directors and executive officers of trading
restrictions in securities of Banknorth during the blackout period. The
notice being sent to directors and executive officers of Banknorth on February
4, 2005 is included as Exhibit 99.1 hereto.
Item 9.01 Financial Statements 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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99.1 Notice sent to directors and executive officers of
Banknorth on February 4, 2005
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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: February 4, 2005
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