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) March 1, 2005
______________________________
Banknorth Group, Inc.
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Maine 001-31251 01-0437984
______________________________________________________________________________
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
P.O. Box 9540, Two Portland Square, Portland, Maine 04112-9540
______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (207) 761-8500
____________________________
Not Applicable
______________________________________________________________________________
(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 4.01. Changes in Registrant's Certifying Accountant.
---------------------------------------------
KPMG LLP was previously the independent auditors for Banknorth Group, Inc.
("Banknorth"). On March 1, 2005, KPMG LLP advised the Audit Committee of the
Board of Directors of Banknorth that it declined to stand for reelection as
Banknorth's independent auditors for the year ending December 31, 2005 because,
as a result of the acquisition of a majority interest in Banknorth by The
Toronto-Dominion Bank ("TD") on March 1, 2005, it would not be considered
independent of Banknorth under applicable accounting and auditing requirements
due to its relationship with TD, which acts as KPMG LLP-Canada's primary bank
for banking services. The Audit Committee accepted KPMG LLP's declination to
stand for reelection.
In connection with the audits of Banknorth's consolidated financial
statements for the two years ended December 31, 2004, and the subsequent
period through March 1, 2005, there were no disagreements with KPMG LLP on any
matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with their
opinion to the subject matter of the disagreement.
KPMG LLP's reports on the consolidated financial statements of Banknorth
as of and for the years ended December 31, 2004 and 2003, management's
assessment of the effectiveness of internal control over financial reporting
as of December 31, 2004 and the effectiveness of internal control over
financial reporting as of December 31, 2004 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles, except that KPMG LLP's 2003
audit report referred to a change in accounting for goodwill and other
intangible assets.
During the two years ended December 31, 2004, and the subsequent period
through March 1, 2005, KPMG LLP did not advise, and has not indicated to
Banknorth that it had reason to advise, Banknorth of any reportable event, as
defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange
Act of 1934.
Banknorth provided KPMG LLP with a copy of the foregoing disclosures and
requested that KPMG LLP furnish it with a letter addressed to the SEC stating
whether or not KPMG LLP agreed with the statements made by Banknorth set forth
above, and if not, stating the respects in which KPMG LLP did not agree. A
copy of KPMG LLP's response is included as Exhibit 16.
The Audit Committee currently is evaluating public accounting firms for
appointment as our independent auditors for the year ending December 31, 2005.
2
Item 9.01. Financial Statements and Exhibits.
---------------------------------
(a) Not applicable.
(b) Not applicable.
(c) The following exhibit is included with this Report:
Exhibit No. Description
---------- -----------
16 Response Letter of KPMG LLP
3
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
------------------------------------
Name: Peter J. Verrill
Title: Senior Executive Vice President and
Chief Operating Officer
Date: March 1, 2005
4