8-K/A 1 w39656ae8-ka.txt CURRENT REPORT 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 11, 2001 -------------------------------------------------------------------------------- (Date of earliest event reported) Banknorth Group, Inc -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maine 0-16947 01-0437984 ---------------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) P.O. Box 9540, One Portland Square, Portland, Maine 04112-9540 ---------------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code)
(207) 761-8500 -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 2 ITEM 5. OTHER EVENTS As previously reported, on June 11, 2001, Banknorth Group, Inc. ("Banknorth") announced that it had entered into agreements to acquire Andover Bancorp, Inc. ("Andover"), a multi-bank holding company headquartered in Andover, Massachusetts, and MetroWest Bank ("MetroWest"), a Massachusetts-chartered savings bank headquartered in Framingham, Massachusetts. Banknorth and Andover have entered into an Agreement and Plan of Merger, dated as of June 11, 2001 (the "Andover Agreement"), which sets forth the terms and conditions pursuant to which Andover would be merged with and into Banknorth (the "Merger"). The Andover Agreement provides, among other things, that as a result of the Merger, each outstanding share of common stock of Andover (subject to certain exceptions) will be converted into the right to receive 2.27 shares of Banknorth's common stock, plus cash in lieu of any fractional share interest. It is the intention of Banknorth to repurchase up to one-half of the approximately 15.7 million shares of Banknorth common stock to be issued in the Merger, which will be accounted for under the purchase method, in open market transactions from time to time as market conditions warrant. Consummation of the Merger is subject to a number of customary conditions, including, but not limited to, (i) the approval of the Andover Agreement by the shareholders of Andover and (ii) the receipt of requisite regulatory approvals of the Merger and the proposed merger of each of Andover's banking subsidiaries, Andover Bank and Gloucester Bank & Trust Company, with and into Banknorth's Massachusetts and Connecticut based banking subsidiary, First Massachusetts Bank, National Association ("FMB"), immediately following consummation of the Merger. Banknorth and MetroWest have entered into an Agreement and Plan of Consolidation, dated as of June 11, 2001 (the "MetroWest Agreement"), which sets forth the terms and conditions pursuant to which an interim national bank to be formed by Banknorth would consolidate with and into MetroWest (the "Consolidation") following the conversion of MetroWest to a national bank, after which MetroWest would be merged with and into FMB. The MetroWest Agreement provides, among other things, that as a result of the Consolidation, each outstanding share of common stock of MetroWest (subject to certain exceptions) will be converted into the right to receive $11.50, without interest. Based on the fully-diluted number of shares of MetroWest common stock outstanding, the aggregate purchase price for this acquisition is approximately $166 million. Consummation of the Consolidation is subject to a number of customary conditions, including, but not limited to, (i) the approval of the MetroWest Agreement by the shareholders of MetroWest and (ii) the receipt of requisite regulatory approvals. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Not applicable. (b) Not applicable. 2 3 (c) The following exhibits are included with this Report: Exhibit 2.1 Agreement and Plan of Merger, dated as of June 11, 2001, between Banknorth and Andover (including the form of Shareholder Agreement and the form of Stock Option Agreement included as Exhibits A and B thereto, respectively) Exhibit 2.2 Agreement and Plan of Consolidation, dated as of June 11, 2001, between Banknorth and MetroWest (including the form of Shareholder Agreement and the form of Stock Option Agreement included as Exhibits A and B thereto, respectively) Exhibit 10.1 Stock Option Agreement, dated as of June 11, 2001, between Banknorth (as grantee) and Andover (as issuer) Exhibit 10.2 Stock Option Agreement, dated as of June 11, 2001, between Banknorth (as grantee) and MetroWest (as issuer) Exhibit 10.3 Form of Shareholder Agreement, dated as of June 11, 2001, between each director of Andover and Banknorth(1) Exhibit 10.4 Form of Shareholder Agreement, dated as of June 11, 2001, between each director of MetroWest and Banknorth(2) Exhibit 99.1 Press Release, dated June 11, 2001(3) Exhibit 99.2 Portions of Analysts Presentation(3)
------- (1) Included as Exhibit A to Exhibit 2.1. (2) Included as Exhibit A to Exhibit 2.2. (3) Incorporated by reference from Banknorth's filing with the Commission pursuant to Rule 425 of the Securities Act of 1933 on June 11, 2001. 3 4 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 ---------------------------------------------- Name: Peter J. Verrill Title: Executive Vice President, Chief Financial Officer and Treasurer Date: June 13, 2001