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
August 8, 2002
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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 0-16947 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
On August 8, 2002, Banknorth Group, Inc. ("Banknorth") and Warren
Bancorp, Inc. ("Warren") announced that they had entered into an Agreement and
Plan of Merger, dated as of August 8, 2002 (the "Agreement"), which sets forth
the terms and conditions pursuant to which Warren will be merged with and into
Banknorth (the "Merger"). The Agreement provides, among other things, that as a
result of the Merger each outstanding share of common stock of Warren (subject
to certain exceptions) will be converted into the right to receive $15.75 in
cash or a number of whole shares of common stock of Banknorth determined by
dividing $15.75 by the average closing prices of the Banknorth common stock
during a specified period preceding the Merger, plus cash in lieu of any
fractional share interest, subject to election and allocation procedures set
forth in the Agreement which are intended to ensure that 50% of the outstanding
shares of Warren common stock will be converted into the right to receive
Banknorth common stock and 50% of the outstanding shares of Warren common stock
will be converted into the right to receive cash.
Consummation of the Merger is subject to a number of customary
conditions, including, but not limited to, (i) the approval of the Agreement by
the shareholders of Warren and (ii) the receipt of requisite regulatory
approvals of the Merger and the proposed merger of Warren's banking subsidiary,
Warren Five Cents Savings Bank, with and into Banknorth's banking subsidiary,
Banknorth, NA, as soon as practicable following consummation of the Merger.
For additional information, reference is made to the press release
dated August 8, 2002, which is included as Exhibit 99.1 and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of August 8, 2002, between Banknorth and Warren
10.1 Form of Shareholder Agreement between each director of Warren and Banknorth
(included as Annex A to Exhibit 2.1)
99.1 Press Release, dated August 8, 2002*
* Incorporated by reference from Banknorth's filing with the Commission
pursuant to Rule 425 under the Securities Act of 1933 on August 8, 2002.
2
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,
Chief Operating Officer and
Chief Financial Officer
Date: August 13, 2002