UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K/A No. 1
FOR ANNUAL REPORTS OF EMPLOYEES STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT 1934
Commission file number 0-18173
BANKNORTH GROUP, INC. EMPLOYEE SAVINGS PLAN
(Full title of the Plan)
BANKNORTH GROUP, INC.
(Name of issuer of securities held pursuant to the plan)
300 FINANCIAL PLAZA, P.O. BOX 5420
BURLINGTON, VT 05401
(Address of principal executive office)
Item 4. Plan Financial Statements and Schedules prepared in accordance with the
financial reporting requirements of ERISA.
<TABLE>
<CAPTION>
Banknorth Group, Inc. Employee Savings Plan (Audited): Page
- ------------------------------------------------------ ----
<S> <C>
Independent Auditors' Report 3
Statements of Net Assets Available for Plan Benefits at December 31, 1996
and 1995 4
Statements of Changes on Net Assets Available for Plan Benefits for the
Years Ended December 31, 1996 and 1995 5
Notes to Financial Statements 6-13
<CAPTION>
SCHEDULES: Schedules
---------
<S> <C> <C>
Item 27(a) Schedule of Assets Held for Investment Purposes 1 14
Item 27(d) Schedule of Reportable Transactions 2 15
EXHIBITS:
Consent of Independent Public Accountants 16
Signature 17
</TABLE>
KPMG Peat Marwick LLP
74 North Pearl Street
Albany, NY 12207
Independent Auditors' Report
The Banknorth Group Pension and Employee Savings Committee
Banknorth Group, Inc.:
We have audited the accompanying statements of net assets available for Plan
benefits of Banknorth Group, Inc. Employee Savings Plan (the Plan) as of
December 31, 1996 and 1995, and the related statements of changes in net assets
available for Plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for Plan benefits of the Plan
as of December 31, 1996 and 1995, and the changes in net assets available for
Plan benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
Held for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG PEAT MARWICK LLP
May 2, 1997
BANKNORTH GROUP, INC.
EMPLOYEE SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1996 and 1995
<TABLE>
<CAPTION>
Assets 1996 1995
------------ ----------
<S> <C> <C>
Investments at fair value (cost of investments: $20,071,790 and
$17,820,296 at December 31, 1996 and 1995, respectively)
(notes 4, 5 and 6) $ 31,499,575 26,449,338
Contributions receivable 210,055 170,684
Due from broker 2,026 --
Accrued income 56,047 37,731
--------------------------
Total assets 31,767,703 26,657,753
Liabilities
Due to broker 406,926 --
--------------------------
Net assets available for Plan benefits (note 9) $ 31,360,777 26,657,753
==========================
</TABLE>
See accompanying notes to financial statements.
BANKNORTH GROUP, INC.
EMPLOYEE SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
------------ ----------
<S> <C> <C>
Investment activities:
Interest and dividends $ 556,315 489,053
Interest on participant loans 60,601 50,597
Net appreciation of investments (note 5) 3,298,750 5,272,829
---------------------------
Increase in net assets derived from investment activities 3,915,666 5,812,479
---------------------------
Contributions:
Participating employees' contributions 1,801,096 1,359,904
Company contributions 901,130 697,489
Rollover from other qualified plans 804,446 225,894
Transfer from Farmington National Bank 401(k) Plan and Profit
Sharing Plan (note 1) -- 2,058,642
---------------------------
Total contributions 3,506,672 4,341,929
---------------------------
Total additions 7,422,338 10,154,408
---------------------------
Expenditures:
Withdrawals and benefits paid to former Plan participants 2,587,605 1,829,975
Withdrawals and benefits paid to active Plan participants 34,357 53,659
---------------------------
Total withdrawals and benefits paid (note 7) 2,621,962 1,883,634
---------------------------
Administrative expenses (note 2) 97,352 108,336
---------------------------
Net increase in net assets available for Plan benefits
(note 9) 4,703,024 8,162,438
Net assets available for Plan benefits at beginning of year 26,657,753 18,495,315
---------------------------
Net assets available for Plan benefits at end of year $ 31,360,777 26,657,753
===========================
</TABLE>
See accompanying notes to financial statements.
BANKNORTH GROUP, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(1) Description of the Plan
The Banknorth Group, Inc. Employee Savings Plan (the Plan) is sponsored
by and administered by Banknorth Group, Inc., a Delaware Corporation (the
Company). The Plan is a defined contribution plan covering qualified
employees of the Company and qualified employees of the Company's
subsidiaries: The Howard Bank, N.A., Granite Savings Bank and Trust
Company, The Woodstock National Bank, First Vermont Bank & Trust Company,
Farmington National Bank, Franklin Lamoille Bank, First Massachusetts
Bank, N.A., Banknorth Mortgage Company, and The Stratevest Group, N.A.
The Stratevest Group, N.A. (the Trustee) acts as the Trustee of the Plan
and is responsible for safekeeping and investment of all contributions
made to the Plan. Prior to February, 1996, the Trust Department of the
Howard Bank, N.A. acted as Trustee of the Plan. However, in February
1996, the trust operations of the Howard Bank, N.A. were sold to
The Stratevest Group, N.A. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Also in February, 1996, Banknorth Group, Inc. completed the purchase of
thirteen banking offices of Shawmut Bank, N.A. A new subsidiary, First
Massachusetts Bank, N.A., was organized to own and operate the acquired
offices. Beginning on March 1, 1996, all qualified employees of First
Massachusetts Bank, N.A. were eligible to rollover their vested account
balances from the former Shawmut Bank, N.A. 401(k) plan to the Plan.
On January 1, 1995, the Plan merged with the Farmington National Bank
401(k) Plan and Profit Sharing Plan. This resulted in a transfer of
approximately $2.1 million of net assets into the Plan.
Each regular employee who works 20 hours or more per week for the Company
is eligible to participate in the Plan after completing three months of
service. A regular employee who works less than 20 hours per week but has
worked 1,000 hours by their first anniversary date, or during any plan
year, is eligible to join the Plan as of the next enrollment date.
(2) Summary of Significant Accounting Policies
The significant accounting policies followed by the Plan are as follows:
(a) Basis of Presentation
The accompanying financial statements have been prepared on the
accrual basis and present the net assets available for plan
benefits and changes in those net assets.
(b) Investments and Investment Income
Investments in securities are stated at fair value. The fair value
of marketable securities is based on quotations from national
security exchanges. The fair value of investments in common trust
funds and mutual funds is based on the fair values of the
underlying securities. The fair values of certificates of deposit
and loans to participants are estimated to be approximately the
book values of these investments.
Securities transactions are recognized on the trade date (the date
the order to buy or sell is executed). Dividend income on equity
securities is recorded on the ex-dividend date. Interest income is
accounted for on the accrual basis.
(c) Administrative Expenses
The Plan document calls for the Plan to pay for all administrative
expenses. However, the Company may directly pay the administrative
expenses at its discretion. All administrative expenses paid by the
Plan have been paid directly from Plan assets. Administrative
expenses primarily include recordkeeping fees and audit fees.
(d) Termination Policy
In the event of full or partial termination of the Plan, the Plan
administrator, in its sole discretion, shall instruct the trustee,
either (1) to pay the net value of the participants' accounts, or
(2) to continue to manage and administer the assets of the trust
for the benefit of eligible employees to which distributions will
be made at a later date, as stipulated in the Plan document.
(e) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires plan management
to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the
reported amounts of changes in net assets during the reporting
period. Actual results could differ from these estimates.
(3) Contributions and Vesting
Each participant may elect to contribute not less than 1% nor more than
15% of their compensation to the Plan, within IRS limitations, by regular
payroll deductions. Participants' contributions may be made on a pre-tax
basis, after-tax basis, or a combination of both. Each participant's
contribution is considered to be the Basic Contribution. The maximum
amount of pre-tax compensation which may be contributed to the Plan by an
employee is $9,500 in calendar year 1996. A participant may change the
rate of contribution at the beginning of January, April, July or October
of each year. A participant may also change their investment elections to
specific investment programs at the beginning of January, April, July or
October of each year.
The Company provides a Company Matching Contribution of 66-2/3% of each
participant's Basic Contribution, up to a maximum Basic Contribution of
6%. All amounts contributed by the employee and the Company Matching
Contribution, plus earnings thereon, are fully vested. All amounts
transferred into the Plan from the Farmington National Bank 401(k) Plan
and Profit Sharing Plan were fully vested.
(4) Investment Programs
The Plan provides for seven separate investment programs which are
described as follows:
"Money Market Fund" - invests in insured certificates of deposit,
money market funds and U.S. Government obligations.
"Diversified Stock Fund" - invests in common stocks, common trust
funds, mutual funds, bonds, debentures and preferred stocks
which are convertible into common stocks.
"Company Stock Fund" - invests in shares of common stock of
Banknorth Group, Inc.
"Balanced Fund" - invests in common stocks, common trust funds,
mutual funds, bonds and money market instruments.
"Fixed Income Fund" - invests in common trust funds, which
primarily invest in bonds and asset backed securities.
"Value Stock Fund" - invests in common trust funds, which primarily
invest in common stocks.
"Foreign Stock Fund" - invests in common trust funds, which
primarily invest in foreign stock mutual funds.
In July, 1996, the Plan added the Fixed Income Fund, the Value Stock
Fund, and the Foreign Stock Fund to its investment programs.
Each fund also maintains a money market account in order to accommodate
cash flows from investing transactions and accommodate withdrawals and
transfers to other funds.
(5) Investments
The Plan's investments are held in trust funds maintained by the Trustee.
The following table presents the original cost and fair values of the
Plan's investments as of December 31, 1996 and 1995.
<TABLE>
<CAPTION>
1996 1995
-------------------------- ------------------------
Fair Fair
Cost value Cost value
------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
Cash equivalents $ 1,245,766 1,245,766 910,439 910,439
Certificates of deposit 1,725,000 1,725,000 3,548,000 3,548,000
Common stock - Banknorth Group, Inc. 1,608,014 4,674,052 1,600,770 4,638,751
Common trust funds managed by The Stratevest Group, N.A. 10,786,528 18,717,090 7,966,370 13,225,618
Mutual funds 932,392 1,367,435 650,809 928,638
U.S. Government obligations 2,847,037 2,843,179 2,363,848 2,417,832
Loans to participants 927,053 927,053 780,060 780,060
------------------------------------------------------
$ 20,071,790 31,499,575 17,820,296 26,449,338
======================================================
</TABLE>
The net appreciation (depreciation) of investments , including unrealized
and realized gains and losses, during 1996 and 1995 by investment type
was as follows:
<TABLE>
<CAPTION>
1996 1995
----------- ---------
<S> <C> <C>
Common stock $ 296,929 1,905,738
Common trust funds and mutual funds 3,069,161 3,321,043
U. S. Government obligations (67,340) 46,048
------------------------
$ 3,298,750 5,272,829
========================
</TABLE>
Investments that represent 5% or more of the net assets available for
Plan benefits as of December 31, 1996 and 1995 are separately identified
as follows:
<TABLE>
<CAPTION>
1996
--------------------------
Fair
Cost value
------------ ----------
<S> <C> <C>
Common Stock
------------
Banknorth Group, Inc. (112,628 shares) $ 1,608,014 4,674,052
Common Trust Funds
------------------
The Stratevest Group Employee Benefit Bond Fund
(131,246 units of participation) 2,716,828 3,593,560
The Stratevest Group Employee Benefit Value Stock
Fund (134,602 units of participation) 4,291,826 8,406,460
The Stratevest Group Employee Benefit Growth Stock
Fund (131,731 units of participation) 3,568,727 6,497,633
--------------------------
$ 12,185,395 23,171,705
==========================
<CAPTION>
1995
--------------------------
Fair
Cost value
------------ ----------
<S> <C> <C>
Common Stock
------------
Banknorth Group, Inc. (120,487 shares) $ 1,600,770 4,638,751
Common Trust Funds
------------------
The Howard Bank Common Trust Fund D
(119,137 units of participation) 2,937,769 4,722,992
The Howard Bank Common Trust Fund E
(114,110 units of participation) 3,039,346 5,762,479
The Howard Bank Common Trust Fund F
(104,620 units of participation) 1,989,255 2,740,147
--------------------------
$ 9,567,140 17,864,369
==========================
</TABLE>
During 1996, The Stratevest Group, N.A. consolidated and/or changed the
names of certain common trust funds under its management, including
common trust funds invested in by the Plan, as follows: The Howard Bank
Common Trust Fund D was renamed The Stratevest Group Employee Benefit
Growth Stock Fund, The Howard Bank Common Trust Fund F was renamed The
Stratevest Group Employee Benefit Bond Fund, and The Howard Bank Common
Trust Fund E was merged with The First Vermont Bank Employee Benefit
Equity Income Fund and renamed The Stratevest Group Employee Benefit
Value Stock Fund.
(6) Loans to Participants
Participants may borrow an amount not in excess of $50,000 or 50% of
their account balance, whichever is less, with a minimum loan of $1,000.
Loans are subject to certain conditions and limitations as stipulated in
the Plan document and under Internal Revenue Service regulations. Loans
are generally repayable over a maximum of 5 years through regular payroll
deductions. Loans related to the financing of a primary residence may be
repaid over a maximum period of 30 years. The interest rate is determined
by the Plan administrator and ranged from 7.0% to 9.625% on loans
outstanding as of December 31, 1996 and 1995, respectively.
At December 31, 1996 and 1995, loans to participants amounted to $927,053
and $780,060, respectively. New loans granted to participants amounted to
$597,794 and $517,400 in 1996 and 1995, respectively, while loan
repayments amounted to $409,495 and $375,409 in 1996 and 1995,
respectively. Loans to participants which were converted to taxable
distributions during 1996 and 1995 amounted to $41,306 and $87,077,
respectively.
(7) Withdrawals and Benefits Paid
Withdrawals and benefits paid primarily represent disbursements to former
participants upon their retirement or termination of employment with the
Company and participation in the Plan. Also included are benefits paid to
active participants under the Qualifying Financial Hardship provisions
and Qualifying Non-Hardship provisions of the Plan.
Benefits are paid to eligible members or their beneficiaries in a lump
sum distribution in the quarter following the approval of the benefits
distribution. However, those eligible to receive a distribution may elect
to defer payment if their balance exceeds $3,500. Deferment may continue
until the participant turns 65 years of age.
(8) Tax Status of Plan
The Internal Revenue Service has determined and informed the Company by a
letter dated September 29, 1994, that the Employee Savings Plan is
designed in accordance with applicable sections of the Internal Revenue
Code and is exempt from income taxes. The Plan has been amended since
receiving the determination letter. However, management of the Plan
believes that the Plan is designed and currently being operated in
compliance with the applicable provisions of the Internal Revenue Code.
(9) Summary of Changes in Net Assets Available for Plan Benefits by Fund
A summary of the changes in net assets available for Plan benefits by
fund for the years ended December 31, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>
1996
---------------------------------------------------------------------------------------------------
Money Diversified Company Fixed Value Foreign Loans
Market Stock Stock Balanced Income Stock Stock to
Fund Fund Fund Fund Fund Fund Fund Participants Total
---------- ----------- --------- ---------- ------- ------- ------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment activities:
Interest and dividends $ 347,292 35,200 134,233 38,457 188 663 282 -- 556,315
Interest on participant loans 14,741 11,289 9,906 23,153 526 768 218 -- 60,601
Net appreciation
(depreciation) of investments (13,356) 1,350,131 282,566 1,610,864 6,873 51,382 10,290 -- 3,298,750
---------------------------------------------------------------------------------------------------
Increase in net assets
derived from investment
activities 348,677 1,396,620 426,705 1,672,474 7,587 52,813 10,790 -- 3,915,666
---------------------------------------------------------------------------------------------------
Contributions:
Participating employees'
contributions 327,686 572,351 292,944 539,372 7,417 42,313 19,013 -- 1,801,096
Company contributions 170,404 275,775 151,678 272,511 3,395 19,216 8,151 -- 901,130
Rollover from other
qualified plans 170,475 246,597 152,926 190,496 11,710 24,012 8,230 -- 804,446
---------------------------------------------------------------------------------------------------
Total contributions 668,565 1,094,723 597,548 1,002,379 22,522 85,541 35,394 -- 3,506,672
---------------------------------------------------------------------------------------------------
Total additions before
transfers 1,017,242 2,491,343 1,024,253 2,674,853 30,109 138,354 46,184 -- 7,422,338
---------------------------------------------------------------------------------------------------
Net transfers between funds (636,281) 334,297 (548,622) 76,266 159,670 435,880 178,790 -- --
Net loan activity (1,615) (51,327) (101,166) (38,510) 3,400 130 789 188,299 --
Expenditures:
Withdrawals and benefits paid
to former Plan participants 1,395,455 276,589 149,130 725,057 -- 66 2 41,306 2,587,605
Withdrawals and benefits paid
to active Plan participants 12,345 9,570 5,126 7,316 -- -- -- -- 34,357
---------------------------------------------------------------------------------------------------
Total withdrawals and
benefits paid 1,407,800 286,159 154,256 732,373 -- 66 2 41,306 2,621,962
---------------------------------------------------------------------------------------------------
Administrative expenses 20,699 23,875 14,826 36,568 316 763 305 -- 97,352
---------------------------------------------------------------------------------------------------
Net increase (decrease) in net
assets available for Plan
benefits (1,049,153) 2,464,279 205,383 1,943,668 192,863 573,535 225,456 146,993 4,703,024
Net assets available for Plan
benefits at beginning of year 6,232,233 5,559,625 4,623,046 9,462,789 -- -- -- 780,060 26,657,753
---------------------------------------------------------------------------------------------------
Net assets available for Plan
benefits at end of year $5,183,080 8,023,904 4,828,429 11,406,457 192,863 573,535 225,456 927,053 31,360,777
===================================================================================================
</TABLE>
<TABLE>
<CAPTION>
1995
----------------------------------------------------------------------------
Money Diversified Company Loans
Market Stock Stock Balanced to
Fund Fund Fund Fund Participants Total
---------- ----------- --------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Investment activities:
Interest and dividends $ 332,993 19,192 109,768 27,100 -- 489,053
Interest on participant loans 13,663 12,600 5,114 19,220 -- 50,597
Net appreciation of investments 46,047 1,235,260 1,905,739 2,085,783 -- 5,272,829
----------------------------------------------------------------------------
Increase in net assets derived from
investment activities 392,703 1,267,052 2,020,621 2,132,103 -- 5,812,479
----------------------------------------------------------------------------
Contributions:
Participating employees' contributions 328,992 368,673 187,493 474,746 -- 1,359,904
Company contributions 174,681 181,072 99,107 242,629 -- 697,489
Rollover from other qualified plans 91,114 10,090 59,894 64,796 -- 225,894
Transfer from Farmington National 401(k)
Plan and Profit Sharing Plan 1,386,412 240,223 98,656 333,351 -- 2,058,642
----------------------------------------------------------------------------
Total contributions 1,981,199 800,058 445,150 1,115,522 -- 4,341,929
----------------------------------------------------------------------------
Total additions before transfers 2,373,902 2,067,110 2,465,771 3,247,625 -- 10,154,408
----------------------------------------------------------------------------
Net transfers between funds (72,267) 399,453 (85,217) (241,969) -- --
Net loan activity (74,480) (11,743) 15,893 (71,661) 141,991 --
Expenditures:
Withdrawals and benefits paid to former
Plan participants 622,838 166,338 74,745 878,977 87,077 1,829,975
Withdrawals and benefits paid to active
Plan participants 15,793 13,483 2,650 21,733 -- 53,659
----------------------------------------------------------------------------
Total withdrawals and benefits paid 638,631 179,821 77,395 900,710 87,077 1,883,634
Administrative expenses 31,135 20,741 15,622 40,838 -- 108,336
----------------------------------------------------------------------------
Net increase in net assets available for
Plan benefits 1,557,389 2,254,258 2,303,430 1,992,447 54,914 8,162,438
Net assets available for Plan benefits
at beginning of year 4,674,844 3,305,367 2,319,616 7,470,342 725,146 18,495,315
----------------------------------------------------------------------------
Net assets available for Plan benefits
at end of year $6,232,233 5,559,625 4,623,046 9,462,789 780,060 26,657,753
============================================================================
</TABLE>
(10) Significant Concentrations of Credit Risk
At December 31, 1996 and 1995, $1,725,000 and $3,548,000 was in various
deposit accounts in the banking subsidiaries of the Company, $18,717,090
and $13,225,618 was invested in common trust funds managed by the
Trustee, and $4,674,052 and $4,638,751 was invested in the common stock
of the Company.
Deposits in subsidiaries of the Company, investments in common trust
funds managed by the Trustee, and investments in the common stock of the
Company, at fair value, represented approximately 80% and 81% of the
Plan's investments, at fair value, at December 31, 1996 and 1995,
respectively.
(11) Reconciliation to the Plan's Form 5500
The following is a reconciliation of the increase in net assets available
for Plan benefits for the years ended December 31, 1996 and 1995, as
reflected in the financial statements to the Plan's Form 5500.
<TABLE>
<CAPTION>
1996 1995
----------- ---------
<S> <C> <C>
Increase in net assets available for Plan benefits during
the year as reported in the Plan's Form 5500 $ 4,703,024 8,312,656
Less: Beginning of year benefits payable to terminated
and retired participants -- 150,218
------------------------
Increase in net assets available for Plan benefits during
the year as reflected in the financial statements $ 4,703,024 8,162,438
========================
</TABLE>
Schedule 1
BANKNORTH GROUP, INC.
EMPLOYEE SAVINGS PLAN
Line 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
Current
Identity of issuer Description of Investment Cost Value
- ----------------------------------- --------------------------------------------- ------------ ----------
<S> <C> <C> <C>
Federated Institutional Treasury Obligation Fund No. 68 $ 1,245,766 1,245,766
Farmington National Bank* Certificate of deposit, 5.45%, 12/20/97 600,000 600,000
First Vermont Bank & Trust Company* Certificate of deposit, 9.70%, 5/11/00 75,000 75,000
The Howard Bank, N.A.* Certificate of deposit, 5.30%, 2/12/97 400,000 400,000
Farmington National Bank* Certificate of deposit, 5.50%, 1/02/97 250,000 250,000
Farmington National Bank* Certificate of deposit, 5.85%, 1/02/98 100,000 100,000
First Vermont Bank & Trust Company* Certificate of deposit, 9.70%, 5/09/00 300,000 300,000
Banknorth Group, Inc.* Common Stock 1,608,014 4,674,052
The Stratevest Group, N.A.* Employee Benefit Bond Fund 2,716,828 3,593,560
The Stratevest Group, N.A.* Employee Benefit Value Stock Fund 4,291,826 8,406,460
The Stratevest Group, N.A.* Employee Benefit Foreign Stock Fund 209,147 219,437
The Stratevest Group, N.A.* Employee Benefit Growth Stock Fund 3,568,727 6,497,633
SEI Index Fund S&P 500 Index Portfolio 932,392 1,367,435
U.S. Government U.S. Treasury Bill, 4/03/97 399,434 399,434
U.S. Government U.S. Treasury Bill, 6/26/97 399,592 399,592
U.S. Government U.S. Treasury Bill, 1/30/97 243,398 243,398
U.S. Government U.S. Treasury Note, 6.88%, 3/31/97 405,630 401,625
U.S. Government U.S. Treasury Note, 6.38%, 6/30/97 573,481 573,028
U.S. Government U.S. Treasury Note, 4.75%, 2/15/97 323,228 324,696
U.S. Government U.S. Treasury Note, 6.13%, 5/31/97 502,274 501,406
Participant loans Loans to participants, at interest rates
ranging from 7.00% to 9.625% 927,053 927,053
--------------------------
Total investments at end of plan year $ 20,071,790 31,499,575
==========================
<FN>
<F1> * Party in interest
</FN>
</TABLE>
Schedule 2
BANKNORTH GROUP, INC.
EMPLOYEE SAVINGS PLAN
Line 27(d) - Schedule of Reportable Transactions
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Current
Expense value of
incurred Cost asset on
Purchase Selling Lease with of transaction Net gain
Identity of issuer Description price price rental transaction asset date or (loss)
- --------------------- ----------------------- ---------- ---------- ------ ----------- ---------- ----------- ---------
<S> <S> <C> <C> <C> <C> <C> <C> <C>
Category I
(Individual transactions in excess of 5% of Plan Assets)
None
Category II
(Series of transactions with respect to securities of same issue in excess of 5% of Fund Assets at beginning of the Plan year).
Federated Institutional Treasury
Obligation Fund No. 68 11,428,274 -- -- -- 11,428,274 11,428,274 --
-- 11,092,947 -- -- 11,092,947 11,092,947 --
The Stratevest Group* Employee Benefit Value
Stock Fund 1,335,655 -- -- -- 1,335,655 1,335,655 --
-- 170,036 -- -- 83,175 -- 86,861
Note: Reportable transactions, for purposes of this schedule, are:
(a) Individual transactions within the plan year, involving an amount
in excess of 5% of the fair value of plan assets at the beginning
of the year.
(b) Series of transactions within the plan year in which the aggregate
amount of the transactions exceeds 5% of the fair value of plan
assets at the beginning of the plan year.
<FN>
<F1> * Party in interest
</FN>
</TABLE>
KPMG Peat Marwick LLP
74 North Pearl Street
Albany, NY 12207
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Shareholders
Banknorth Group, Inc.:
We consent to incorporation by reference in the Registration Statement filed on
December 3, 1990, on Form S-8 of Banknorth Group, Inc. (No. 33-38040) of our
report dated May 2, 1997, relating to the statements of net assets available
for Plan benefits of the Banknorth Group, Inc. Employee Savings Plan as of
December 31, 1996 and 1995, and the related statements of changes in net assets
available for Plan benefits for the years then ended, which report appears in
the December 31, 1996 annual report on Form 11-K/A No. 1 of Banknorth Group,
Inc.
/s/ KPMG PEAT MARWICK LLP
Albany, New York
June 27, 1997
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
BANKNORTH GROUP, INC.
EMPLOYEE SAVINGS PLAN
(Name of Plan)
By: /s/ NEAL E. ROBINSON
------------------------------------
Neal E. Robinson
Treasurer
Date: June 27, 1997
