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, 1997
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.
Banknorth Group, Inc. Employee Savings Plan (Audited): Page
- ------------------------------------------------------ ----
Independent Auditors' Report 3
Statement of Net Assets Available for Plan Benefits at December 31, 1997
and 1996 4
Statement of Changes on Net Assets Available for Plan Benefits for the
Years Ended December 31, 1997 and 1996 5
Notes to Financial Statements 6-13
SCHEDULES: Schedules
---------
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
BANKNORTH GROUP, INC.
EMPLOYEE SAVINGS PLAN
Financial Statements and Schedules
December 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
BANKNORTH GROUP, INC.
EMPLOYEE SAVINGS PLAN
Table of Contents
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits at December 31, 1997
and 1996
Statements of Changes in Net Assets Available for Plan Benefits for the
Years Ended December 31, 1997 and 1996
Notes to Financial Statements
Schedules
Line 27(a) - Schedule of Assets Held for Investment Purposes 1
Line 27(d) - Schedule of Reportable Transactions 2
[LOGO] KPMG Peat Marwick LLP
515 Broadway
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, 1997 and 1996, 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, 1997 and 1996, 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
Albany, New York
May 28, 1998
BANKNORTH GROUP, INC.
EMPLOYEE SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1997 and 1996
<TABLE>
<CAPTION>
Assets 1997 1996
------------ ----------
<S> <C> <C>
Investments at fair value (cost of investments: $22,207,016
and $20,071,790 at December 31, 1997 and 1996, respectively)
(notes 4, 5 and 6) $ 40,991,540 31,499,575
Contributions receivable 221,307 210,055
Due from broker -- 2,026
Accrued income 71,397 56,047
----------------------------
Total assets 41,284,244 31,767,703
Liabilities
Due to broker 313,478 406,926
----------------------------
Net assets available for Plan benefits (note 9) $ 40,970,766 31,360,777
============================
</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, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
------------ ----------
<S> <C> <C>
Investment activities:
Interest and dividends $ 478,577 556,315
Interest on participant loans 66,498 60,601
Net appreciation of investments (note 5) 7,814,295 3,298,750
----------------------------
Increase in net assets derived from investment activities 8,359,370 3,915,666
----------------------------
Contributions:
Participating employees' contributions 2,066,725 1,801,096
Company contributions 996,316 901,130
Rollover from other qualified plans 718,967 804,446
----------------------------
Total contributions 3,782,008 3,506,672
----------------------------
Total additions 12,141,378 7,422,338
----------------------------
Expenditures:
Withdrawals and benefits paid to former Plan participants 2,332,210 2,587,605
Withdrawals and benefits paid to active Plan participants 86,749 34,357
----------------------------
Total withdrawals and benefits paid (note 7) 2,418,959 2,621,962
----------------------------
Administrative expenses (note 2) 112,430 97,352
----------------------------
Net increase in net assets available for Plan benefits
(note 9) 9,609,989 4,703,024
Net assets available for Plan benefits at beginning of year 31,360,777 26,657,753
----------------------------
Net assets available for Plan benefits at end of year $ 40,970,766 31,360,777
============================
</TABLE>
See accompanying notes to financial statements.
BANKNORTH GROUP, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1997 and 1996
(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
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.
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 their estimated 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, which are based on quotations from
national security exchanges. 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 1997. 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.
(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 estimated fair values
of the Plan's investments as of December 31, 1997 and 1996.
<TABLE>
<CAPTION>
1997 1996
------------------------ -----------------------
Estimated Estimated
Fair Fair
Cost value Cost value
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Cash equivalents $ 1,814,143 1,814,143 1,245,766 1,245,766
Certificates of deposit 675,000 675,000 1,725,000 1,725,000
Common stock - Banknorth Group, Inc. 1,819,326 7,443,215 1,608,014 4,674,052
Common trust funds managed by The Stratevest
Group, N.A. 12,795,901 25,123,471 10,786,528 18,717,090
Mutual funds 1,055,567 1,886,012 932,392 1,367,435
U.S. Government obligations 3,048,132 3,050,752 2,847,037 2,843,179
Loans to participants 998,947 998,947 927,053 927,053
--------------------------------------------------
$22,207,016 40,991,540 20,071,790 31,499,575
==================================================
</TABLE>
The net appreciation (depreciation) of investments, including unrealized
and realized gains and losses, during 1997 and 1996 by investment type
was as follows:
<TABLE>
<CAPTION>
1997 1996
----------- ---------
<S> <C> <C>
Common stock $ 2,673,126 296,929
Common trust funds and mutual funds 5,140,635 3,069,161
U. S. Government obligations 534 (67,340)
------------------------
$ 7,814,295 3,298,750
========================
</TABLE>
Investments that represent 5% or more of the net assets available for
Plan benefits as of December 31, 1997 and 1996 are separately identified
as follows:
<TABLE>
<CAPTION>
1997
--------------------------
Estimated
Fair
Cost value
------------ ----------
<S> <C> <C>
Common Stock
------------
Banknorth Group, Inc. (115,848 shares) $ 1,819,326 7,443,215
Common Trust Funds
------------------
The Stratevest Group Employee Benefit Bond Fund
(153,638 units of participation) 3,357,268 4,537,716
The Stratevest Group Employee Benefit Value Stock Fund
(146,402 units of participation) 5,267,564 11,685,404
The Stratevest Group Employee Benefit Growth Stock Fund
(131,927 units of participation) 3,726,698 8,455,295
--------------------------
$ 14,170,856 32,121,630
==========================
<CAPTION>
1996
--------------------------
Estimated
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
==========================
</TABLE>
(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, 1997 and 1996, respectively.
At December 31, 1997 and 1996, loans to participants amounted to $998,947
and $927,053, respectively. New loans granted to participants amounted to
$532,500 and $597,794 in 1997 and 1996, respectively, while loan
repayments amounted to $412,634 and $409,495 in 1997 and 1996,
respectively. Loans to participants which were converted to taxable
distributions during 1997 and 1996 amounted to $47,972 and $41,306,
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, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
1997
-----------------------------------------------------------------------------------------------------
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 $ 291,299 25,741 135,772 23,225 502 1,400 638 - 478,577
Interest on participant
loans 10,561 18,933 11,297 20,960 252 3,754 741 - 66,498
Net appreciation
(depreciation) of
investments 531 2,382,811 2,673,126 2,513,052 26,844 226,325 (8,394) - 7,814,295
-----------------------------------------------------------------------------------------------------
Increase in net assets
derived from
investment activities 302,391 2,427,485 2,820,195 2,557,237 27,598 231,479 (7,015) - 8,359,370
-----------------------------------------------------------------------------------------------------
Contributions:
Participating employees'
contributions 266,896 665,703 337,554 560,578 31,107 149,225 55,662 - 2,066,725
Company contributions 140,548 308,674 170,305 269,817 15,519 66,830 24,623 - 996,316
Rollover from other
qualified plans 94,161 157,916 125,702 187,745 104,384 32,189 16,870 - 718,967
-----------------------------------------------------------------------------------------------------
Total contributions 501,605 1,132,293 633,561 1,018,140 151,010 248,244 97,155 - 3,782,008
-----------------------------------------------------------------------------------------------------
Total additions before
transfers 803,996 3,559,778 3,453,756 3,575,377 178,608 479,723 90,140 - 12,141,378
-----------------------------------------------------------------------------------------------------
Net transfers between funds (451,025) 153,471 (296,374) (23,395) 54,060 406,666 156,597 - -
Net loan activity (624) (68,671) (40,257) (13,335) (1,164) 5,467 (1,282) 119,866 -
Expenditures:
Withdrawals and benefits
paid to former Plan
participants 443,234 469,634 297,773 1,009,240 15,109 33,104 16,144 47,972 2,332,210
Withdrawals and benefits
paid to active Plan
participants 35,684 18,402 14,503 16,163 - 1,525 472 - 86,749
-----------------------------------------------------------------------------------------------------
Total withdrawals and
benefits paid 478,918 488,036 312,276 1,025,403 15,109 34,629 16,616 47,972 2,418,959
-----------------------------------------------------------------------------------------------------
Administrative expenses 18,316 30,752 17,784 40,175 1,082 3,268 1,053 - 112,430
-----------------------------------------------------------------------------------------------------
Net increase (decrease) in
net assets available for
Plan benefits (144,887) 3,125,790 2,787,065 2,473,069 215,313 853,959 227,786 71,894 9,609,989
Net assets available for
Plan benefits at beginning
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
-----------------------------------------------------------------------------------------------------
Net assets available for
Plan benefits at end of
year $5,038,193 11,149,694 7,615,494 13,879,526 408,176 1,427,494 453,242 998,947 40,970,766
=====================================================================================================
<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>
(10) Significant Concentrations of Credit Risk
At December 31, 1997 and 1996, $675,000 and $1,725,000 was in various
certificate of deposit accounts in the banking subsidiaries of the
Company, $25,123,471 and $18,717,090 was invested in common trust funds
managed by the Trustee, and $7,443,215 and $4,674,052 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 81% and 80% of the
Plan's investments, at fair value, at December 31, 1997 and 1996,
respectively.
Schedule 1
----------
BANKNORTH GROUP, INC.
EMPLOYEE SAVINGS PLAN
Line 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
Current
Identity of issuer Description of Investment Cost Value
- ----------------------------------- --------------------------------------------- ------------ ----------
<S> <C> <C> <C>
Federated Institutional Treasury Obligation Fund No. 68 $ 1,814,143 1,814,143
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, 5.45%, 2/13/98 200,000 200,000
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 1,819,326 7,443,215
The Stratevest Group, N.A.* Employee Benefit Bond Fund 3,357,268 4,537,716
The Stratevest Group, N.A.* Employee Benefit Value Stock Fund 5,267,564 11,685,404
The Stratevest Group, N.A.* Employee Benefit Foreign Stock Fund 444,371 445,056
The Stratevest Group, N.A.* Employee Benefit Growth Stock Fund 3,726,698 8,455,295
SEI Index Fund S&P 500 Index Portfolio 1,055,567 1,886,012
U.S. Government U.S. Treasury Bill, 1/08/98 499,820 499,820
U.S. Government U.S. Treasury Bill, 2/05/98 189,714 189,714
U.S. Government U.S. Treasury Bill, 6/25/98 423,006 423,006
U.S. Government U.S. Treasury Note, 5.13%, 6/30/98 566,980 569,466
U.S. Government U.S. Treasury Note, 4.75%, 8/31/98 218,541 218,762
U.S. Government U.S. Treasury Note, 4.75%, 10/31/98 248,172 248,203
U.S. Government U.S. Treasury Note, 6.13%, 5/15/98 300,805 300,750
U.S. Government U.S. Treasury Note, 6.13%, 3/31/98 300,898 300,562
U.S. Government U.S. Treasury Bill, 5.88%, 4/30/98 300,196 300,469
Participant loans Loans to participants, at interest rates
ranging from 7.00% to 9.625% 998,947 998,947
-------------------------
Total investments at end of plan year $ 22,207,016 40,991,540
=========================
<FN>
<F*> Party in interest
</FN>
</TABLE>
Schedule 2
----------
BANKNORTH GROUP, INC.
EMPLOYEE SAVINGS PLAN
Line 27(d) - Schedule of Reportable Transactions
Year Ended December 31, 1997
<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 $10,213,442 - - - 10,213,442 10,213,442 -
- 9,645,066 - - 9,645,066 9,645,066 -
U.S. Government U.S. Treasury Bills 1,778,379 - - - 1,778,379 1,778,379 -
- 1,710,390 - - 1,708,262 1,710,390 2,128
U.S. Government U.S. Treasury Notes 2,333,909 - - - 2,333,909 2,333,909 -
- 2,194,855 - - 2,202,930 2,194,855 (8,075)
<FN>
Note: Reportable transactions, for purposes of this schedule, are:
Reportable transactions, for the purposes of this schedule are:
(a) A single transaction within the plan year in excess of 5% of the
current value of the plan assets;.
(b) Any series of transactions with, or in conjunction with, the same
person, involving property other than securities, which amount in
the aggregate within the plan year (regardless of the category of
asset and the gain or loss on any transaction) to more than 5% of
the current value of plan assets;
(c) Any transaction within the plan year involving securities of the
same issue if within the plan year any series of transactions with
respect to such securities amount in the aggregate to more than 5%
of the current value of the plan assets; and
(d) Any transaction within the plan year with respect to securities
with, or in conjunction with, a person if any prior or subsequent
single transaction within the plan year with such person, with
respect to securities, exceeds 5% of the current value of plan
assets.
<F*> Party in interest
</FN>
</TABLE>
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 29, 1998
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 28, 1998, relating to the statements of net assets
available for Plan benefits of the Banknorth Group, Inc. Employee Savings
Plan as of December 31, 1997 and 1996, 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, 1997 annual report on Form 11-K/A No. 1
of Banknorth Group, Inc.
/s/ KPMG PEAT MARWICK LLP
Albany, New York
June 26, 1998
