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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): December 31, 1998
BANKNORTH GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-18173 03-0321189
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Banknorth Group, Inc.
300 Financial Plaza
P.O. Box 5420
Burlington, VT 05401-5420
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (802) 658-9959
Not applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On December 31, 1998, Banknorth Group, Inc. ("Banknorth") and Evergreen Bancorp,
Inc. ("Evergreen") consummated their previously announced merger (the "Merger"),
in which Evergreen was merged with and into Banknorth. The Merger was effected
pursuant to an Affiliation Agreement and Plan of Reorganization (the
"Affiliation Agreement") and a related Agreement and Plan of Merger (the "Plan
of Merger"), by and between Banknorth and Evergreen, both dated as of July 31,
1998. The Affiliation Agreement and the Plan of Merger were previously filed as
Annexes I and II, respectively, to the Prospectus/Joint Proxy Statement included
in Banknorth's Registration Statement on Form S-4 (No. 333-68237) filed on
December 2, 1998.
The Merger was approved by the shareholders of Banknorth and Evergreen at
special meetings held on December 31, 1998. Upon consummation of the Merger,
each of Evergreen's 8,772,879 issued and outstanding shares of common stock,
$3.33 1/3 par value per share, together with associated preferred share purchase
rights, was converted into 0.9 shares of Banknorth common stock, $1.00 par value
per share, together with associated preferred share purchase rights, and cash in
lieu of fractional shares. After giving effect to the Merger, there were
approximately 23,179,000 shares of Banknorth common stock issued and
outstanding. Evergreen director and employee stock options outstanding
immediately prior to the effective time of the Merger were converted into
options to purchase Banknorth common stock, appropriately adjusted to reflect
the Merger conversion ratio. The aggregate number of shares of Banknorth common
stock issuable upon exercise of such converted stock options is approximately
432,955. The Merger was accounted for as a pooling of interests and was
structured as a tax free reorganization.
George W. Dougan, the former Chairman, President and Chief Executive Officer of
Evergreen, and two other former directors of Evergreen, Robert F. Flacke and
Anthony J. Mashuta, have been appointed to the Board of Directors of Banknorth.
In addition, Mr. Dougan has been appointed Vice Chairman of the Banknorth Board
of Directors. The Banknorth By-laws were amended prior to the Merger to
increase the number of directors from 14 to 17 in order to accommodate the new
appointments.
Additional information regarding consummation of the Merger is contained in a
press release filed as Exhibit 99.1 to this report.
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
(1) The audited consolidated financial statements of Evergreen as of
December 31, 1997 and 1996 and for each of the years in the three-year
period ended December 31, 1997, and the independent auditors' report
thereon, previously included in Evergreen's Annual Report on Form 10-K
for the year ended December 31, 1997, are hereby incorporated by
reference.
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(2) The unaudited consolidated interim financial statements of Evergreen as
of September 30, 1998 and 1997 and for the nine month period then
ended, previously included in Evergreen's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998, are hereby incorporated by
reference.
(b) Pro Forma Financial Information.
(1) The unaudited pro forma condensed combined income statements of
Banknorth for the years ended December 31, 1997, 1996 and 1995, giving
effect to the Merger under the pooling of interests method of
accounting, were set forth on pages 75 and 78-82 of Banknorth's
Prospectus/Joint Proxy Statement contained in its Registration
Statement on Form S-4 (No. 333-68237) filed on December 2, 1998, and
are hereby incorporated by reference.
(2) The unaudited pro forma condensed combined balance sheet of Banknorth
as of September 30, 1998 and the unaudited pro forma condensed combined
income statement of Banknorth for the nine month period ended September
30, 1998, giving effect to the Merger under the pooling of interest
method of accounting, were set forth on pages 75-77 of Banknorth's
Prospectus/Joint Proxy Statement contained in its Registration
Statement on Form S-4 (No. 333-68237) filed on December 2, 1998, and
are incorporated herein by reference.
(c) Exhibits. The following exhibits are filed herewith or incorporated by
reference as part of this report:
2.1 Affiliation Agreement and Plan of Reorganization, dated as of July 31,
1998, between Banknorth and Evergreen, incorporated by reference to
Annex I to the Prospectus/Joint Proxy Statement contained in the
Registration Statement of Banknorth on Form S-4 (No. 333-68237), filed
on December 2, 1998.
2.2 Agreement and Plan of Merger, dated as of July 31, 1998, by and
between Banknorth and Evergreen, incorporated by reference to Annex II
to the Prospectus/Joint Proxy Statement contained in the Registration
Statement of Banknorth on Form S-4 (No. 333-68237), filed on December
2, 1998.
23.1 Consent of KPMG LLP, independent auditors to Evergreen.
99.1 Press Release dated December 31, 1998.
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SIGNATURES
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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 hereunto duly authorized.
BANKNORTH GROUP, INC.
Date: January 15, 1999 By: /s/ Thomas J. Pruitt
------------------------------
Thomas J. Pruitt,
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
2.1 Affiliation Agreement and Plan of Reorganization, dated as of July 31,
1998, between Banknorth and Evergreen, incorporated by reference to Annex
I to the Prospectus/Joint Proxy Statement contained in the Registration
Statement of Banknorth on Form S-4 (No. 333-68237), filed on December 2,
1998.
2.2 Agreement and Plan of Merger, dated as of July 31, 1998, by and between
Banknorth and Evergreen, incorporated by reference to Annex II to the
Prospectus/Joint Proxy Statement contained in the Registration Statement
of Banknorth on Form S-4 (No. 333-68237), filed on December 2, 1998.
23.1 Consent of KPMG LLP, independent auditors to Evergreen.
99.1 Press Release dated December 31, 1998.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Banknorth Group, Inc.:
We consent to incorporation by reference in the following registration
statements of Banknorth Group, Inc.:
No. 33-38040 on Form S-8,
No. 33-53292 on Form S-8,
No. 333-38349 on Form S-8, and
No. 333-38353 on Form S-8
of our report dated January 23, 1998, relating to the consolidated statements
of condition of Evergreen Bankcorp, Inc. and subsidiaries as of December 31,
1997 and 1996, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997, which report appears in the annual report on
Form 10-K of Evergreen Bancorp, Inc. for the fiscal year ended December 31,
1997, which has been incorporated herein by reference
Albany, New York
January 13, 1999
/s/ KPMG LLP
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EXHIBIT 99.1
For Release: 12 Noon, December 31, 1998
Contact: David P. Reville Thomas J. Pruitt
Director, Corporate Communications EVP & CFO
801.859.5474 802.860.5558
[email protected] [email protected]
BANKNORTH COMPLETES MERGER WITH EVERGREEN
Burlington, VT December 31, 1998 -- Banknorth Group, Inc. (BKNG-NASDAQ) and
Evergreen Bancorp, Inc. (EVGN-NASDAQ) of Glens Falls, New York, today announced
completion of their merger. Shareholders of both companies gave their approval
at special meetings held this morning. Making the joint announcement was
William H. Chadwick, president and chief executive officer of Banknorth and
George W. Dougan, chairman, president and chief executive officer of Evergreen.
Dougan will become vice chairman and a director of Banknorth. Former Evergreen
directors Robert F. Flacke and Anthony J. Mashuta will also become Banknorth
directors.
"Our merger with Evergreen is a significant milestone for this company and
a partnership we expect will benefit all involved--from shareholders and
customers to the communities we now proudly serve in Upstate New York", said
Chadwick. "This merger achieves the best results for all constituencies," added
Dougan. "Evergreen Bank is proud to be a contributor to Banknorth's future
success," he said.
Shareholders of Evergreen will receive .90 common shares of Banknorth for
each share of Evergreen common stock held, plus cash in lieu of any fractional
shares. Based on Evergreen common shares outstanding at December 30, 1998, of
approximately 8.8 million shares, Evergreen shareholders will receive
approximately 7.9 million shares of Banknorth common stock. Outstanding
director and employee stock options will be converted into options to purchase
Banknorth common stock, with appropriate adjustment to the purchase price and
option shares to reflect the exchange ratio. The merger is expected to qualify
as a tax-free reorganization and will be accounted for as a pooling of
interests, with published financial results to be restated accordingly.
The merger, Banknorth's first acquisition in the State of New York,
increases the Company's total assets to over $4 billion. Banknorth expects to
incur in the fourth quarter of 1998, approximately $21.0 million of one-time
expenses related to the Evergreen merger, or $15.8 million after taxes. The
merger is expected to be accretive to Banknorth's 1999 earnings.
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Banknorth is a financial services company headquartered in Burlington,
Vermont. The financial needs of customers are served 24 hours a day, seven days
a week through the Company's automated telephone banking system and ATM network,
as well as eight community banks with 99 offices in New York, Massachusetts, New
Hampshire and Vermont. The Company also includes Banknorth Mortgage Company,
Inc. and The Stratevest Group, N.A., an investment management company.
Banknorth can be reached on the Internet at http://www.banknorth.com.
Except for historical information contained herein, the matters discussed
in this news release, and other information contained in the Company's SEC
filings, may express "forward-looking statements". Those "forward-looking
statements" may involve risk and uncertainties, including statements concerning
future events or performance and assumptions and other statements that are other
than statements of historical facts. The Company wishes to caution readers not
to place undue reliance on any forward-looking statements, which speak only as
of the date made.
Readers are advised that various factors--including, but not limited to,
changes in laws, regulations or Generally Accepted Accounting Principles; the
Company's competitive position within the markets served of increasing
consolidation within the banking industry; certain customers and vendors of
critical systems or services failing to comply with Year 2000 programming
issues; unforeseen changes in interest rates; any unforeseen downturns in the
local, regional or national economies--could cause the Company's actual results
or circumstances for future periods to differ materially from those anticipated
or projected.
Banknorth does not undertake, and specifically disclaims any obligation, to
publicly release the result of any revisions that may be made to any forward-
looking statements to reflect the occurrence of unanticipated events or
circumstances after the date of such statements.
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