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 22, 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 22, 2002, Banknorth Group, Inc. ("Banknorth") and American
Financial Holdings, Inc. ("American") announced that they had entered into an
Agreement and Plan of Merger, dated as of August 22, 2002 (the "Agreement"),
which sets forth the terms and conditions pursuant to which American 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 American (subject to certain exceptions) will be converted into the
right to receive either $32.00 in cash or 1.22 shares of common stock of
Banknorth, 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 American common stock will be
converted into the right to receive Banknorth common stock and 50% of the
outstanding shares of American 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 American and (ii) the receipt of requisite regulatory
approvals of the Merger and the proposed merger of American's banking
subsidiary, American Savings Bank, with and into Banknorth's banking subsidiary,
Banknorth, NA, following consummation of the Merger.
For additional information, reference is made to the press release dated
August 22, 2002, which is included as Exhibit 99.1 and is incorporated herein by
reference, and the other exhibits filed herewith.
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 22, 2002, between Banknorth and American
10.1 Form of Shareholder Agreement between each director
of American and Banknorth (included as Annex A to
Exhibit 2.1)
10.2 Form of Executive Agreement by and among Banknorth,
American, American Savings Bank and each of
Robert T. Kenney, Charles J.
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Exhibit No. Description
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Boulier III, Peter N. Perugini, Richard J. Moore,
Sheri C. Pasqualoni, William E. Solberg, Charles
P. Ahern and Earl T. Young (included as Annex B to
Exhibit 2.1)
10.3 Form of Consulting Agreement between Banknorth and
Robert T. Kenney (included as Annex C to
Exhibit 2.1)
99.1 Press Release, dated August 22, 2002*
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* Incorporated by reference from Banknorth's filing with the Commission
pursuant to Rule 425 under the Securities Act of 1933 on August 22, 2002.
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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,
Chief Operating Officer and Chief
Financial Officer
Date: August 23, 2002
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