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): July 1, 1998
BANKNORTH GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18173 03-0321189
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Banknorth Group, Inc.
300 Financial Plaza
P.O. Box 5420
Burlington, VT 05401-5420
(Address of principal executive offices)
Registrant's telephone number, including area code: (802) 658-9959
Not applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
- ---------------------
On July 1, 1998, Banknorth Group, Inc. (the Company) issued a press release
announcing it entered into a definitive agreement with BankBoston, N.A. to
purchase the bank's Berkshire County, Massachusetts, operations. Banknorth will
pay $52.5 million to acquire ten full-service branches and one limited service
branch, approximately $285 million in deposits, $78 million in commercial
loans, $40 million of consumer loans, and Private Banking services that include
an investment management portfolio of approximately $1.0 billion.
The loans and deposits will be acquired by Banknorth's Massachusetts
subsidiary, First Massachusetts Bank, N.A., based in Worcester, Massachusetts.
The Private Banking business will be acquired by Banknorth's trust and
investment subsidiary, The Stratevest Group, N.A.
The acquisition, Banknorth's second in Massachusetts, is subject to regulatory
approvals and is expected to close prior to year end. Additional information
about the transaction is contained in the Company's press release, filed as an
Exhibit to this Report.
Item 7. Financial Statements and Exhibits
- ------------------------------------------
(c) Exhibits.
(99) Press release dated July 1, 1998
<PAGE>
[LOGO] Banknorth Group
News Release
300 Financial Plaza, P.O. Box 5420
Burlington, VT 05401
For Release: July 1, 1998, 4:00 pm EDT
Contact: William H. Chadwick Thomas J. Pruitt
President & CEO EVP & CFO
(802) 860-5560 (802) 860-5585
BANKNORTH ANNOUNCES ACQUISITION
Purchases BankBoston's Berkshire Branches
BURLINGTON, VT, July 1, 1998- Banknorth Group, Inc. [NASDAQ-BKNG] today
announced that it has entered into a definitive agreement with BankBoston, N.A.
to purchase the bank's Berkshire County, Massachusetts, operations. Under the
terms of the agreement, BankBoston's complete Berkshire County franchise,
including retail, consumer, small business and commercial lending will become
part of Banknorth's affiliate First Massachusetts Bank, N.A. The Private
Banking, trust and investment management business will become part of the
Stratevest Group, N.A., Banknorth's trust and investment management subsidiary.
The local executive team, led by Regional President Steven H. Massicotte, and
all 110 BankBoston employees in the Berkshires will be retained. Making the
announcement was William H. Chadwick, president and chief executive officer.
Banknorth will pay $52.5 million to acquire ten full-service branches,
approximately $285 million is deposits, $78 million in commercial loans, $40
million of consumer loans, and Private Banking services that include an
investment management portfolio of approximately $1.0 billion. The acquisition,
Banknorth's second in Massachusetts, is subject to regulatory approvals and is
expected to close prior to year end.
Total assets of Banknorth at June 30, 1998, were $2.9 billion. Total
assets acquisition will be approximately $3.2 billion. Banknorth will
consummate the transaction without raising additional capital. One-time
expenses of the transaction should not exceed approximately $2.0 million. After
the one-time charges, the transaction should be immediately accretive to
earnings.
Mr. Chadwick, in commenting on this announcement, stated, "BankBoston's
Berkshire operation fits perfectly with our style of community banking. Their
strong market presence and experienced banking professionals in the Berkshires
add considerable value to our Company. We intend to continue to provide to the
Berkshire customers a sophisticated line of commercial and retail banking
services including automated cash management, telephone banking and ATM's, as
well as the additional flexibility and convenience afforded by local pricing
and credit decisions. Through Steve and the other Berkshire professional
bankers, we look forward to joining the community, maintaining BankBoston's
philanthropic commitment and contributing to future growth and development."
Banknorth Group, Inc. is a financial services company headquartered in
Burlington, VT. The Company offers a full range of banking and financial
management services through its seven community banks, Banknorth Mortgage
Company, and The Stratevest Group, N.A. a trust and investment management
company. Its customers' banking needs are served 24 hours a day through an
automated telephone banking system and ATM network, and during business hours
through 60 banking offices located in Massachusetts, New Hampshire, and
Vermont.
The news release contains certain forward-looking statements regarding
the future performance of the Company. All forward-looking information is
inherently uncertain and the actual results may differ substantially from the
assumptions, estimates, or expectations reflected or contained in the
forward-looking information.
<TABLE>
<CAPTION>
Approximate
Total Deposits
Location ($in millions)
------------------------------------------------------------
<S> <C>
Adams $ 17.6
Dalton 19.3
Great Barrington 32.1
North Adams 26.0
North Adams (Stop & Shop) .2
Pittsfield - West Street 80.1
Pittsfield - Elm Street 21.7
Pittsfield - Coltsville 15.2
Pittsfield - Dan Fox Drive 5.0
Pittsfield - North Street 27.8
Sheffield 9.2
Williamstown 30.8
------
$285.0
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
BANKNORTH GROUP, INC.
Date: July 20, 1998 By /s/ THOMAS J. PRUITT
---------------------------------
Thomas J. Pruitt
Executive Vice President &
Chief Financial Officer
