10-K 1 b38140bge10-k.txt BANKNORTH GROUP, INC 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ________ to ________. Commission File Number: 0-16947 BANKNORTH GROUP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Maine 01-0437984 -------------------------------- ----------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) P.O. Box 9540 Two Portland Square Portland, Maine 04112-9540 --------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (207) 761-8500 Securities registered pursuant to Section 12(b) of the Act: Not Applicable Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.01 PAR VALUE ---------------------------- Title of Class PREFERRED STOCK PURCHASE RIGHTS ------------------------------- Title of Class Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of March 14, 2001, the aggregate market value of the 140,788,877 shares of Common Stock of the Registrant issued and outstanding on such date, excluding the 1,910,954 shares held by all directors and executive officers of the Registrant as a group (which does not include unexercised stock options), was $2.71 billion. This figure is based on the last sale price of $19.50 per share of the Registrant's Common Stock on March 14, 2001, as reported in THE WALL STREET JOURNAL on March 15, 2001. Although directors of the Registrant and executive officers of the Registrant and its subsidiaries were assumed to be "affiliates" of the Registrant for purposes of this calculation, the classification is not to be interpreted as an admission of such status. Number of shares of Common Stock outstanding as of March 14, 2001: 140,788,877 DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the part of the Form 10-K into which the document is incorporated: (1) Portions of the Annual Report to Stockholders for the year ended December 31, 2000 are incorporated by reference into Part II, Items 5-8 and Part IV, Item 14 of this Form 10-K. (2) Portions of the definitive Proxy Statement for the Annual Meeting of Stockholders to be held on April 24, 2001 are incorporated by reference into Part III, Items 10-13 of this Form 10-K. ================================================================================ 2 BANKNORTH GROUP, INC. 2000 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS PART I PAGE ---- Item 1. BUSINESS..................................................... 1 General...................................................... 1 Business of the Company...................................... 2 Acquisitions................................................. 3 Subsidiaries................................................. 3 Competition.................................................. 4 Employees.................................................... 5 Regulation of the Company.................................... 5 Regulation of Banking Subsidiaries........................... 8 Taxation..................................................... 11 Item 2. PROPERTIES................................................... 11 Item 3. LEGAL PROCEEDINGS............................................ 12 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......... 12 PART II Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS................................ 12 Item 6. SELECTED CONSOLIDATED FINANCIAL DATA......................... 12 Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................ 12 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK................................................ 12 Item 8. FINANCIAL STATEMENTS......................................... 12 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE........................ 13 (i) 3 BANKNORTH GROUP, INC. 2000 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS (CONTINUED) PART III PAGE ---- Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT............... 13 Item 11. EXECUTIVE COMPENSATION....................................... 13 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............................................. 13 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............... 13 PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K................................................ 13 SIGNATURES................................................... 20 (ii) 4 FORWARD-LOOKING STATEMENTS IN THE NORMAL COURSE OF BUSINESS, THE COMPANY, IN AN EFFORT TO HELP KEEP ITS SHAREHOLDERS AND THE PUBLIC INFORMED ABOUT THE COMPANY'S OPERATIONS, MAY FROM TIME TO TIME ISSUE OR MAKE CERTAIN STATEMENTS, EITHER IN WRITING OR ORALLY, THAT ARE OR CONTAIN FORWARD-LOOKING STATEMENTS, AS THAT TERM IS DEFINED IN THE U.S. FEDERAL SECURITIES LAWS. GENERALLY, THESE STATEMENTS RELATE TO BUSINESS PLANS OR STRATEGIES, PROJECTED OR ANTICIPATED BENEFITS FROM ACQUISITIONS MADE BY OR TO BE MADE BY THE COMPANY, PROJECTIONS INVOLVING ANTICIPATED REVENUES, EARNINGS, PROFITABILITY OR OTHER ASPECTS OF OPERATING RESULTS OR OTHER FUTURE DEVELOPMENTS IN THE AFFAIRS OF THE COMPANY OR THE INDUSTRY IN WHICH IT CONDUCTS BUSINESS. THESE FORWARD-LOOKING STATEMENTS, WHICH ARE BASED ON VARIOUS ASSUMPTIONS (SOME OF WHICH ARE BEYOND THE COMPANY'S CONTROL), MAY BE IDENTIFIED BY REFERENCE TO A FUTURE PERIOD OR PERIODS OR BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "ANTICIPATE," "BELIEVE," "COMMITMENT," CONSIDER," "CONTINUE," "COULD," "ENCOURAGE," "ESTIMATE," "EXPECT," " INTEND," "IN THE EVENT OF," "MAY," "PLAN," "PRESENT," "PROPOSE," "PROSPECT," "UPDATE," "WHETHER," "WILL," "WOULD," FUTURE OR CONDITIONAL VERB TENSES, SIMILAR TERMS, VARIATIONS ON SUCH TERMS OR NEGATIVES OF SUCH TERMS. ALTHOUGH THE COMPANY BELIEVES THAT THE ANTICIPATED RESULTS OR OTHER EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, IT CAN GIVE NO ASSURANCE THAT THOSE RESULTS OR EXPECTATIONS WILL BE ATTAINED. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE INDICATED IN SUCH STATEMENTS DUE TO RISKS, UNCERTAINTIES AND CHANGES WITH RESPECT TO A VARIETY OF FACTORS, INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING: - COMPETITIVE PRESSURE AMONG DEPOSITORY AND OTHER FINANCIAL INSTITUTIONS MAY INCREASE SIGNIFICANTLY; - CHANGES IN THE INTEREST RATE ENVIRONMENT MAY REDUCE INTEREST MARGINS AND NET INTEREST INCOME, AS WELL AS ADVERSELY AFFECT LOAN ORIGINATIONS AND SALES ACTIVITIES AND THE VALUE OF CERTAIN ASSETS, SUCH AS INVESTMENT SECURITIES AND MORTGAGE SERVICING RIGHTS; - GENERAL ECONOMIC OR BUSINESS CONDITIONS, EITHER NATIONALLY OR IN THE STATES OR REGIONS IN WHICH THE COMPANY DOES BUSINESS, MAY BE LESS FAVORABLE THAN EXPECTED, RESULTING IN, AMONG OTHER THINGS, A DETERIORATION IN CREDIT QUALITY OR A REDUCED DEMAND FOR CREDIT; - LEGISLATION OR CHANGES IN REGULATORY REQUIREMENTS, INCLUDING WITHOUT LIMITATION CAPITAL REQUIREMENTS, OR ACCOUNTING STANDARDS MAY ADVERSELY AFFECT THE COMPANY AND THE BUSINESSES IN WHICH IT IS ENGAGED; - ADVERSE CHANGES MAY OCCUR IN THE SECURITIES MARKETS; - COMPETITORS OF THE COMPANY MAY HAVE GREATER FINANCIAL RESOURCES AND DEVELOP PRODUCTS AND TECHNOLOGY THAT ENABLE THOSE COMPETITORS TO COMPETE MORE SUCCESSFULLY THAN THE COMPANY; - THE GROWTH AND PROFITABILITY OF THE COMPANY'S NONINTEREST INCOME MAY BE LESS THAN EXPECTED; (iii) 5 - COSTS OR DIFFICULTIES RELATED TO THE INTEGRATION OF THE BUSINESSES OF THE COMPANY AND ITS MERGER PARTNERS MAY BE GREATER THAN EXPECTED; - ESTIMATED COST SAVINGS AND REVENUE ENHANCEMENTS FROM MERGERS INVOLVING THE COMPANY MAY NOT BE FULLY REALIZED WITHIN THE EXPECTED TIME FRAMES; AND - DEPOSIT ATTRITION, CUSTOMER LOSS OR REVENUE LOSS FOLLOWING MERGERS INVOLVING THE COMPANY MAY BE GREATER THAN EXPECTED. THE COMPANY CAUTIONS THAT THE FOREGOING LIST OF FACTORS IS NOT EXCLUSIVE, AND NEITHER SUCH LIST NOR ANY SUCH FORWARD-LOOKING STATEMENT TAKES INTO ACCOUNT THE IMPACT THAT ANY FUTURE ACQUISITIONS MAY HAVE ON THE COMPANY AND ANY SUCH FORWARD-LOOKING STATEMENT. IN ADDITION, THE COMPANY DOES NOT UNDERTAKE, AND SPECIFICALLY DISCLAIMS ANY OBLIGATION, TO RELEASE PUBLICLY THE RESULTS OF ANY REVISIONS WHICH MAY BE MADE TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS. (iv) 6 PART I. ITEM 1. BUSINESS GENERAL Banknorth Group, Inc. (the "Company") is a multi-bank and financial services holding company which is incorporated under the laws of the State of Maine. The Company conducts business from its executive offices in Portland, Maine and, as of December 31, 2000, 285 offices located in Maine, New Hampshire, Massachusetts, Vermont, New York and Connecticut. At December 31, 2000, the Company had consolidated assets of $18.2 billion and consolidated shareholders' equity of $1.3 billion. Based on total assets at December 31, 2000, the Company is the largest bank holding company headquartered in northern New England and is one of the country's 50 largest commercial banking companies. The Company offers a broad range of commercial and consumer banking services and products and trust, investment advisory and insurance brokerage services through eight wholly-owned banking subsidiaries, all of which are national banks. These subsidiaries are noted below. - Peoples Heritage Bank, NA ("PHB") operates offices throughout Maine and, through subsidiaries, engages in financial planning, insurance brokerage and equipment leasing activities. At December 31, 2000, PHB had consolidated assets of $4.4 billion and consolidated shareholder's equity of $327 million. - Bank of New Hampshire, NA ("BNH") operates offices throughout New Hampshire. At December 31, 2000, BNH had consolidated assets of $4.6 billion and consolidated shareholder's equity of $303 million. - First Massachusetts Bank, NA ("FMB") operates offices in central and western Massachusetts, southern New Hampshire and, through its GBT division, central Connecticut. At December 31, 2000, FMB had consolidated assets of $6.2 billion and consolidated shareholder's equity of $438 million. - The Howard Bank, NA, Franklin Lamoille Bank, NA and First Vermont Bank, NA (collectively the "Vermont Banks") collectively operate offices throughout Vermont. At December 31, 2000, in the aggregate the Vermont Banks had consolidated assets of $2.1 billion and consolidated shareholder's equity of $160 million. - Evergreen Bank, NA ("EB") operates offices in upstate New York. At December 31, 2000, EB had consolidated assets of $1.3 billion and consolidated shareholder's equity of $77 million. - The Stratevest Group, NA ("Stratevest") is a non-depository trust company which provides a variety of personal and corporate fiduciary services. Stratevest is 7 headquartered in Burlington, Vermont and conducts business in each of the states in which the Company's depository subsidiaries have offices. At December 31, 2000, Stratevest had approximately $8.8 billion of assets under management. Unless the context otherwise requires, references herein to the Company include its direct and indirect subsidiaries. BUSINESS OF THE COMPANY The principal business of the Company consists of attracting deposits from the general public through its offices and using such deposits to originate loans secured by first mortgage liens on existing single-family (one-to-four units) residential real estate and existing multi-family (over four units) residential and commercial real estate, construction loans, commercial business loans and leases and consumer loans and leases. The Company also provides various mortgage banking services and, as discussed below, various trust and investment advisory services, as well as engages in equipment leasing, financial planning, securities brokerage and insurance brokerage activities. The Company also invests in investment securities and other permitted investments. The Company derives its income principally from interest charged on loans and leases and, to a lesser extent, from interest and dividends earned on investments, fees received in connection with the sale and servicing of loans, deposit services, trust services, investment advisory services and other services, insurance commissions and gains on the sale of assets. The Company's principal expenses are interest expense on deposits and borrowings, operating expenses, provisions for loan and lease losses and income tax expense. Funds for activities are provided principally by deposits, advances from the Federal Home Loan Bank ("FHLB"), securities sold under repurchase agreements, amortization and prepayments of outstanding loans, maturities and sales of investments and other sources. The Company, through Stratevest and the Company's full-service banking subsidiaries, provides trust services to its customers. The Company offers employee benefit trust services in which it acts as trustee, custodian, administrator and/or investment advisor, among other things, for employee benefit plans for corporate, self-employed, municipal and not-for-profit employers throughout the Company's market areas. In addition, the Company's serves as trustee of both living trust and trusts under wills and as such holds, accounts for and manages financial assets, real estate and special assets. Custody, estate settlement and fiduciary tax services, among others, also are offered by the Company. Assets held in a fiduciary capacity by Stratevest and the trust departments of its banking subsidiaries are not included in the Company's consolidated balance sheet for financial reporting purposes. The Company is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended ("BHCA"), and as such is subject to regulation and examination by the Board of Governors of the Federal Reserve System ("Federal Reserve Board"). The Company and 2 8 its subsidiaries are subject to regulation and supervision by various U.S. federal and state banking and other regulatory authorities. ACQUISITIONS Acquisitions have been, and are expected to continue to be, an important part of the expansion of the Company's business. Since January 1, 1994, the Company has completed five acquisitions which have been accounted for under the pooling-of-interests method and ten acquisitions which have been accounted for under the purchase method. The Company continually evaluates acquisition opportunities and frequently conducts due diligence in connection with possible acquisitions. As a result, acquisition discussions and, in some cases, negotiations frequently take place and future acquisitions involving cash, debt or equity securities can be expected. Acquisitions typically involve the payment of a premium over book and market values and, therefore, some dilution of book value and net income per share of common stock of the Company may occur in connection with any future transactions. SUBSIDIARIES At December 31, 2000, the Company's only direct subsidiaries were its eight banking subsidiaries, North Group Realty, Inc., an acquired subsidiary which holds certain commercial real estate located in Burlington, Vermont, and the financing vehicles Peoples Heritage Capital Trust I and Banknorth Capital Trust I. For additional information on these trusts, see Note 12 to the Consolidated Financial Statements included in Item 8 hereof. Set forth below is a brief description of certain of the indirect non-banking subsidiaries of the Company. Investments in Real Estate. The Company's banking subsidiaries hold certain investments in real estate. Exclusive of other real estate owned and investments in office properties and facilities, which are discussed under Item 2 hereof, at December 31, 2000 the Company's banking subsidiaries' investments in real estate consisted entirely of interests in limited partnerships formed for the purpose of investing in real estate for lower-income families, elderly housing projects and/or the preservation or restoration of historically or architecturally significant buildings or structures. At December 31, 2000, the Company's banking subsidiaries investments in these limited partnerships had a carrying value of $44.8 million. Equipment Leasing Activities. PHB conducts equipment leasing activities through Banknorth Leasing Corp. ("BLC"). BLC is headquartered in Portland, Maine and engages in direct equipment leasing activities, primarily involving office equipment, in the States of Maine, New Hampshire, Massachusetts, Vermont, New York and Connecticut. At December 31, 2000, BLC had $63.9 million of leases outstanding. 3 9 Financial Planning and Securities Brokerage Activities. PHB conducts investment planning and securities brokerage activities through Heritage Investment Planning Group, Inc. ("HIPG"). PHB also offers through HIPG investments in mutual funds and annuities throughout the Company's market areas. HIPG offers its services to individuals and small businesses from its office located in Portland, Maine and from certain of the Company's other locations in Maine, Massachusetts, New Hampshire, Vermont, New York and Connecticut. Sales professionals at HIPG are registered representatives of Compulife Investor Services, Inc., a registered broker/dealer, and all securities brokerage activities are conducted through Compulife Investor Services, Inc. The sales professionals receive referrals from the Company's branch offices throughout its market areas. In addition to the foregoing, HIPG conducts insurance sales activities through its wholly-owned insurance agency, First Massachusetts Insurance Agency, Inc., and certain other agencies in Maine, Massachusetts, New Hampshire, Connecticut, Vermont and New York. HIPG either directly or through other agencies offers life insurance and long-term care insurance products in conjunction with the sales of investments and annuities. Insurance Brokerage Activities. PHB conducts insurance brokerage activities through Morse, Payson & Noyes ("MPN"), which is the largest insurance brokerage firm in Maine. MPN also conducts business in (i) New Hampshire under the trade name A.D. Davis, Incorporated, (ii) Massachusetts through Catalano Insurance Agency ("Catalano"), a wholly-owned subsidiary of MPN, and the Palmer Goodell Division of Catalano, and (iii) Connecticut through Arthur A. Watson & Co., Inc., a wholly-owned subsidiary of MPN. COMPETITION The Company and its banking subsidiaries are subject to vigorous competition in all aspects and areas of their business from banks and other financial institutions, including savings and loan associations, savings banks, finance companies, credit unions and other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies and insurance companies. The Company and its banking subsidiaries also compete with non-financial institutions, including retail stores that maintain their own credit programs and governmental agencies that make available low cost or guaranteed loans to certain borrowers. Certain of these competitors are larger financial institutions with substantially greater resources, lending limits, larger branch systems and a wider array of commercial banking services than that of the Company and its banking subsidiaries. The Company and its banking subsidiaries generally have been able to compete effectively with other financial institutions by emphasizing customer service, including local decision-making, by establishing long-term customer relationships and building customer loyalty and by providing products and services designed to address the specific needs of our customers. No assurance can be given, however, that the Company and its banking subsidiaries will continue to be able to compete effectively with other financial institutions in the future. 4 10 The financial services industry is likely to become even more competitive as further technological advances enable more companies to provide financial services. These technical advances may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties. EMPLOYEES The Company had approximately 5,000 full-time equivalent employees as of December 31, 2000. None of these employees is represented by a collective bargaining agent, and the Company believes that it enjoys good relations with its personnel. REGULATION OF THE COMPANY THE FOLLOWING DISCUSSION SETS FORTH CERTAIN OF THE MATERIAL ELEMENTS OF THE REGULATORY FRAMEWORK APPLICABLE TO BANK HOLDING COMPANIES AND THEIR SUBSIDIARIES AND PROVIDES CERTAIN SPECIFIC INFORMATION RELEVANT TO THE COMPANY. THE REGULATORY FRAMEWORK IS INTENDED PRIMARILY FOR THE PROTECTION OF DEPOSITORS AND THE FEDERAL DEPOSIT INSURANCE FUNDS AND NOT FOR THE PROTECTION OF SECURITY HOLDERS. TO THE EXTENT THAT THE FOLLOWING INFORMATION DESCRIBES STATUTORY AND REGULATORY PROVISIONS, IT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PARTICULAR STATUTORY AND REGULATORY PROVISIONS. A CHANGE IN APPLICABLE STATUTES, REGULATIONS OR REGULATORY POLICY MAY HAVE A MATERIAL EFFECT ON THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. General. The Company, as a bank holding company, is subject to regulation and supervision by the Federal Reserve Board. Under the BHCA, a bank holding company is required to file annually with the Federal Reserve Board a report of its operations and, with its subsidiaries, is subject to examination by the Federal Reserve Board. Activities and Other Limitations. The BHCA generally prohibits a bank holding company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank, or increasing such ownership or control of any bank, without prior approval of the Federal Reserve Board. The Federal Reserve Board generally may approve an application by a bank holding company that is adequately capitalized and adequately managed to acquire control of, or to acquire all or substantially all of the assets of, a bank located in a state other than the home state of such bank holding company, without regard to whether such transaction is prohibited under the law of any state, provided, however, that the Federal Reserve Board may not approve any such application that would have the effect of permitting an out-of-state bank holding company to acquire a bank in a host state that has not been in existence for any minimum period of time, not to exceed five years, specified in the statutory law of the host state. 5 11 The BHCA also generally prohibits a bank holding company, with certain exceptions, from acquiring more than 5% of the voting shares of any company that is not a bank and from engaging in any business other than banking or managing or controlling banks. Under the BHCA, the Federal Reserve Board is authorized to approve the ownership of shares by a bank holding company in any company the activities of which the Federal Reserve Board had determined, by regulation or by order, to be so closely related to banking or to managing or controlling banks as to be a proper incident thereto as of November 11, 2000, the day before the date of enactment of the Gramm-Leach Bliley Act, discussed below. In making such determinations, the Federal Reserve Board is required to weigh the expected benefit to the public, such as greater convenience, increased competition or gains in efficiency, against the possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices. Capital Requirements. The Federal Reserve Board has issued risk-based and leverage capital guidelines applicable to bank holding companies. In addition, the Federal Reserve Board may from time to time require that a bank holding company maintain capital above the minimum levels, whether because of its financial condition or actual or anticipated growth. The Federal Reserve Board's risk-based guidelines define a three-tier capital framework. Tier 1 capital consists of common and qualifying preferred shareholders' equity, less certain intangibles and other adjustments. Tier 2 capital consists of preferred stock not qualifying as Tier 1 capital, subordinated and other qualifying debt, and the allowance for credit losses up to 1.25 percent of risk-weighted assets. Tier 3 capital includes subordinated debt that is unsecured, fully paid, has an original maturity of at least two years, is not redeemable before maturity without prior approval by the Federal Reserve Board and includes a lock-in clause precluding payment of either interest or principal if the payment would cause the issuing entity's risk-based capital ratio to fall or remain below the required minimum. The sum of Tier 1 and Tier 2 capital less investments in unconsolidated subsidiaries represents qualifying total capital, at least 50 percent of which must consist of Tier 1 capital. Risk-based capital ratios are calculated by dividing Tier 1 and total capital by risk-weighted assets. Assets and off-balance sheet exposures are assigned to one of four categories of risk-weights, based primarily on relative credit risk. The minimum Tier 1 capital ratio is 4 percent and the minimum total capital ratio is 8 percent. The leverage ratio is determined by dividing Tier 1 capital by adjusted average total assets. Although the stated minimum ratio is 3 percent, most banking organizations are required to maintain ratios of at least 100 to 200 basis points above 3 percent. At December 31, 2000, the Company's capital ratios substantially exceeded applicable requirements. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital" included in Item 7 hereof and Note 13 to the Consolidated Financial Statements included in Item 8 hereof. Affiliated Institutions. Under Federal Reserve Board policy, the Company is expected to act as a source of financial strength to each subsidiary bank and to commit resources to support each subsidiary bank in circumstances when it might not do so absent such policy. The Federal Reserve 6 12 Board takes the position that in implementing this policy it may require bank holding companies to provide such support when the holding company otherwise would not consider itself able to do so. A bank holding company is a legal entity separate and distinct from its subsidiary bank or banks. Normally, the major source of a holding company's revenue is dividends a holding company receives from its subsidiary banks. The right of a bank holding company to participate as a stockholder in any distribution of assets of its subsidiary banks upon their liquidation or reorganization or otherwise is subject to the prior claims of creditors of such subsidiary banks. The subsidiary banks are subject to claims by creditors for long-term and short-term debt obligations, including substantial obligations for federal funds purchased and securities sold under repurchase agreements, as well as deposit liabilities. Under the Financial Institutions Reform, Recovery and Enforcement Act of 1989, in the event of a loss suffered by the Federal Deposit Insurance Corporation ("FDIC") in connection with a banking subsidiary of a bank holding company (whether due to a default or the provision of FDIC assistance), other banking subsidiaries of the holding company could be assessed for such loss. Federal laws limit the transfer of funds by a subsidiary bank to its holding company in the form of loans or extensions of credit, investments or purchases of assets. Transfers of this kind are limited to 10% of a bank's capital and surplus with respect to each affiliate and to 20% in the aggregate, and are also subject to certain collateral requirements. These transactions, as well as other transactions between a subsidiary bank and its holding company, also must be on terms substantially the same as, or at least as favorable as, those prevailing at the time for comparable transactions with non-affiliated companies or, in the absence of comparable transactions, on terms or under circumstances, including credit standards, that would be offered to, or would apply to, non-affiliated companies. Financial Modernization. On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley Act, which permits bank holding companies to become financial holding companies and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. A bank holding company may become a financial holding company if each of its subsidiary banks is "well capitalized" and "well managed," as defined, and has at least a satisfactory rating under the Community Reinvestment Act by filing a declaration that the bank holding company wishes to become a financial holding company. No regulatory approval is required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board. The Gramm-Leach-Bliley Act defines "financial in nature" to include securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking activities; and activities that the Federal Reserve Board has determined to be closely related to banking. A national bank also may engage, subject to limitations on investment, in activities that are financial in nature, other than insurance underwriting, insurance company portfolio investment, real estate development and real estate investment, through 7 13 a financial subsidiary of the bank, if the bank is well capitalized, well managed and has at least a satisfactory Community Reinvestment Act rating. Subsidiary banks of a financial holding company or national banks with financial subsidiaries must continue to be well capitalized and well managed in order to continue to engage in activities that are financial in nature without regulatory actions or restrictions, which could include divestiture of the financial in nature subsidiary or subsidiaries. In addition, a financial holding company or a bank may not acquire a company that is engaged in activities that are financial in nature unless each of the subsidiary banks of the financial holding company or the bank has a Community Reinvestment Act rating of satisfactory or better. As of December 31, 2000, the Company had not elected to become a financial holding company. State Regulation. The Company is registered as a Maine financial institution holding company under Maine law and as such is subject to regulation and examination by the Superintendent of Banking of the State of Maine. The Company also is subject to varying degrees of regulation under the laws of New Hampshire, Massachusetts, Vermont, New York and Connecticut as a result of its ownership of banks which are located in these states. REGULATION OF BANKING SUBSIDIARIES General. As national banks each of the Company's banking subsidiaries is subject to regulation and examination by the Office of the Comptroller of the Currency ("OCC"). Each of the Company's banking subsidiaries also is subject to regulation and examination by the FDIC, which insures the deposits of each of the Company's deposit-taking banking subsidiaries to the maximum extent permitted by law, and certain requirements established by the Federal Reserve Board. The federal laws and regulations which are applicable to national banks regulate, among other things, the scope of their business, their investments, their reserves against deposits, the timing of the availability of deposited funds and the nature and amount of and collateral for loans. Capital Requirements. Each of the Company's banking subsidiaries is subject to regulatory capital requirements of the OCC which are substantially comparable to the regulatory capital requirements of the Federal Reserve Board applicable to bank holding companies such as the Company, as discussed above. At December 31, 2000, the regulatory capital of each of the Company's banking subsidiaries substantially exceeded applicable requirements. See Note 13 to the Consolidated Financial Statements included in Item 8 hereof. Prompt Corrective Action. Section 38 of the Federal Deposit Insurance Act ("FDIA") provides the federal banking regulators with broad power to take "prompt corrective action" to resolve the problems of undercapitalized institutions. The extent of the regulators' powers depends on whether the institution in question is "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" or "critically undercapitalized." Under regulations adopted by the federal banking regulators, an institution shall be deemed to be (i) "well capitalized" if it has total risk-based capital ratio of 10.0% or more, has a Tier I risk-based capital 8 14 ratio of 6.0% or more, has a Tier I leverage capital ratio of 5.0% or more and is not subject to specified requirements to meet and maintain a specific capital level for any capital measure; (ii) "adequately capitalized" if it has a total risk-based capital ratio of 8.0% or more, a Tier I risk-based capital ratio of 4.0% or more and a Tier I leverage capital ratio of 4.0% or more (3.0% under certain circumstances) and does not meet the definition of "well capitalized," (iii) "undercapitalized" if it has a total risk-based capital ratio that is less than 8.0%, a Tier I risk-based capital ratio that is less than 4.0% or a Tier I leverage capital ratio that is less than 4.0% (3.0% under certain circumstances), (iv) "significantly undercapitalized" if it has a total risk-based capital ratio that is less than 6.0%, a Tier I risk-based capital ratio that is less than 3.0% or a Tier I leverage capital ratio that is less than 3.0%, and (v) "critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. The regulations also provide that a federal banking regulator may, after notice and an opportunity for a hearing, reclassify a "well capitalized" institution as "adequately capitalized" and may require an "adequately capitalized" institution or an "undercapitalized" institution to comply with supervisory actions as if it were in the next lower category if the institution is in an unsafe or unsound condition or engaging in an unsafe or unsound practice. The federal banking regulator may not, however, reclassify a "significantly undercapitalized" institution as "critically undercapitalized." An institution generally must file a written capital restoration plan which meets specified requirements, as well as a performance guaranty by each company that controls the institution, with an appropriate federal banking regulator within 45 days of the date that the institution receives notice or is deemed to have notice that it is "undercapitalized," "significantly undercapitalized" or "critically undercapitalized." Immediately upon becoming undercapitalized, an institution becomes subject to statutory provisions which, among other things, set forth various mandatory and discretionary restrictions on the operations of such an institution. At December 31, 2000, each of the Company's full-service banking subsidiaries had capital levels which qualified it as a "well-capitalized" institution under applicable laws and regulations. FDIC Insurance Premiums. Each of the Company's banking subsidiaries is a member of the Bank Insurance Fund ("BIF") administered by the FDIC, although certain deposits of certain of these entities acquired in acquisitions are insured by the Savings Association Insurance Fund ("SAIF") administered by the FDIC. As an FDIC-insured institution, each of the Company's banking subsidiaries is required to pay deposit insurance premiums to the FDIC. Effective January 1, 1997, the assessment schedule for both BIF and SAIF ranges from 0 basis points (subject to a $2,000 annual minimum) to 27 basis points. In addition, both BIF-insured institutions and SAIF-insured institutions are assessed amounts in order for a federally-chartered Finance Corporation to make payments on it bonds. Brokered Deposits. The FDIA restricts the use of brokered deposits by certain depository institutions. Under the FDIA and applicable regulations, (i) a "well capitalized insured depository institution" may solicit and accept, renew or roll over any brokered deposit without restriction, (ii) 9 15 an "adequately capitalized insured depository institution" may not accept, renew or roll over any brokered deposit unless it has applied for and been granted a waiver of this prohibition by the FDIC and (iii) an "undercapitalized insured depository institution" may not (x) accept, renew or roll over any brokered deposit or (y) solicit deposits by offering an effective yield that exceeds by more than 75 basis points the prevailing effective yields on insured deposits of comparable maturity in such institution's normal market area or in the market area in which such deposits are being solicited. The term "undercapitalized insured depository institution" is defined to mean any insured depository institution that fails to meet the minimum regulatory capital requirement prescribed by its appropriate federal banking agency. The FDIC may, on a case-by-case basis and upon application by an adequately capitalized insured depository institution, waive the restriction on brokered deposits upon a finding that the acceptance of brokered deposits does not constitute an unsafe or unsound practice with respect to such institution. The Company's banking subsidiaries had $169 million of brokered deposits outstanding at December 31, 2000. Community Investment and Consumer Protection Laws. In connection with its lending activities, each of the Company's banking subsidiaries is subject to a variety of federal laws designed to protect borrowers and promote lending to various sectors of the economy and population. Included among these are the federal Home Mortgage Disclosure Act, Real Estate Settlement Procedures Act, Truth-in-Lending Act, Equal Credit Opportunity Act, Fair Credit Reporting Act and Community Reinvestment Act ("CRA"). The CRA requires insured institutions to define the communities that they serve, identify the credit needs of those communities and adopt and implement a "Community Reinvestment Act Statement" pursuant to which they offer credit products and take other actions that respond to the credit needs of the community. The responsible federal banking regulator must conduct regular CRA examinations of insured financial institutions and assign to them a CRA rating of "outstanding," "satisfactory," "needs improvement" or "unsatisfactory." In 2000, the CRA rating of the Company's banking subsidiaries was either "outstanding" or "satisfactory." Limitations on Dividends. The Company is a legal entity separate and distinct from its banking and other subsidiaries. The Company's principal source of revenue consists of dividends from its banking subsidiaries. The payment of dividends by the Company's banking subsidiaries is subject to various regulatory requirements. Miscellaneous. The Company's banking subsidiaries are subject to certain restrictions on loans to the Company or its non-bank subsidiaries, on investments in the stock or securities thereof, on the taking of such stock or securities as collateral for loans to any borrower, and on the issuance of a guarantee or letter of credit on behalf of the Company or its non-bank subsidiaries. The Company's banking subsidiaries also are subject to certain restrictions on most types of transactions with the Company or its non-bank subsidiaries, requiring that the terms of such transactions be substantially equivalent to terms of similar transactions with non-affiliated firms. 10 16 Regulatory Enforcement Authority. The enforcement powers available to federal banking regulators is substantial and includes, among other things, the ability to assess civil money penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions against banking organizations and institution-affiliated parties, as defined. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities. TAXATION The Company and its banking subsidiaries are subject to those rules of federal income taxation generally applicable to corporations under the Code. The Company and its banking subsidiaries, as members of an affiliated group of corporations within the meaning of Section 1504 of the Code, file a consolidated federal income tax return, which has the effect of eliminating or deferring the tax consequences of inter-company distributions, including dividends, in the computation of consolidated taxable income. The Company also is subject to various forms of state taxation under the laws of Maine, New Hampshire, Massachusetts, Vermont, New York and Connecticut as a result of its ownership of banks located in these states. For additional information regarding the business of the Company, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Item 7 hereof. ITEM 2. PROPERTIES At December 31, 2000, the Company conducted its business from its executive offices at Two Portland Square, Portland, Maine and 285 offices located in Maine, New Hampshire, Massachusetts, Vermont, New York and Connecticut. For information regarding the Company's premises and equipment and its lease obligations, see Notes 6 and 14 respectively, to the Consolidated Financial Statements included in Item 8 hereof. The following table sets forth certain information with respect to the offices of the Company as of December 31, 2000. Number of State Banking Offices Deposits ----- --------------- -------- (Dollars in Thousands) Maine 61 $ 2,779,434 New Hampshire 80 3,464,010 Massachusetts 74 3,051,450 Vermont 37 1,569,719 New York 27 987,744 Connecticut 6 254,899 --- ----------- Total 285 $12,107,256 === =========== 11 17 ITEM 3. LEGAL PROCEEDINGS The Company is involved in routine legal proceedings occurring in the ordinary course of business which in the aggregate are believed by management to be immaterial to the financial condition and results of operations of the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The information contained under the section captioned "Common Stock Prices" on the inside back cover of the Company's Annual Report to Shareholders for the year ended December 31, 2000 (the "Annual Report") is incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA The information contained in the table captioned "Selected Consolidated Financial Highlights" on page 17 of the Company's Annual Report is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information contained in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 18 through 33 of the Company's Annual Report is incorporated herein by reference. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The information contained in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations - Asset Liability Management" on pages 31 and 32 of the Company's Annual Report is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary data required are contained on pages 34 through 60 of the Company's Annual Report and are incorporated herein by reference. 12 18 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Incorporated by reference to "Election of Directors" on pages 2 through 5 and "Executive Officers who are not Directors" on pages 8 through 10 of the definitive Proxy Statement of the Company, dated March 21, 2001 (the "Proxy Statement"). ITEM 11. EXECUTIVE COMPENSATION Incorporated by reference to "Compensation of Executive Officers and Transactions with Management" on pages 14 through 18 of the Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Incorporated by reference to "Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management" on pages 11 and 12 of the Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Incorporated by reference to "Certain Transactions" on page 22 of the Proxy Statement. PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)(1) The following financial statements are incorporated by reference from Item 8 hereof and the Annual Report to Shareholders included herein as Exhibit 13: Consolidated balance sheets at December 31, 2000 and 1999 Consolidated statements of income for each of the years in the three-year period ended December 31, 2000 Consolidated statements of changes in shareholders' equity for each of the years in the three-year period ended December 31, 2000 13 19 Consolidated statements of cash flows for each of the years in the three-year period ended December 31, 2000 Notes to Consolidated Financial Statements Independent Auditors' Report (a)(2) All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are omitted because of the absence of conditions under which they are required or because the required information is included in the financial statements and related notes thereto. (a)(3) The following exhibits are included as part of this Form 10-K. EXHIBIT NO. EXHIBIT LOCATION ----------- ------- -------- 3(a)(1) Amended and Restated Articles of Incorporation of the Company (1) 3(a)(2) Amendments to the Articles of Incorporation of the Company (2) 3(b) Bylaws of the Company 4(a) Specimen Common Stock certificate (3) 4(b) Certificate of Trust of Peoples Heritage Capital Trust I (4) 4(c) Amended and Restated Declaration of Trust relating to Peoples Heritage Capital Trust I, dated as of January 31, 1997, between the Company and the trustees named therein (4) 4(d) Form of Common Securities and form of Capital Securities of Peoples Heritage Capital Trust I (included as Exhibits to the Amended and Restated Declaration included as Exhibit 4(d)) (4) 4(e) Indenture, dated as of January 31, 1997, between the Company and The Bank of New York, as trustee, relating to Junior Subordinated Deferrable Interest Debentures due 2027 of the Company (4) 4(f) Form of Junior Subordinated Deferrable Interest Debentures due 2027 of the Company (included as Exhibit A to the Indenture included as Exhibit 4(f)) (4) 14 20 EXHIBIT NO. EXHIBIT LOCATION ----------- ------- -------- 4(g) Series A Capital Securities Guarantee Agreement, dated as of January 31, 1997, relating to the Series A Capital Securities of Peoples Heritage Capital Trust I (5) 4(h) Common Securities Guarantee Agreement, dated as of January 31, 1997, relating to the Common Securities of Peoples Heritage Capital Trust I (5) 4(i) Certificate of Trust of Banknorth Capital Trust I (6) 4(j) Amended and Restated Declaration of Trust relating to Banknorth Capital Trust I, dated as of May 1, 1997, between Banknorth Group, Inc. and the trustees named therein (6) 4(k) Form of Capital Security of Banknorth Capital Trust I (6) 4(l) Indenture, dated as of May 1, 1997, between Banknorth Group, Inc. and First National Bank of Chicago, as trustee (6) 4(m) Form of Junior Subordinated Debenture due 2027 of Banknorth Group, Inc. (6) 4(n) Form of Guarantee Agreement (6) 10(a) Form of Severance Agreement between the Company and each of Messrs. Ryan and Verrill (7) 10(b) Severance Agreement between the Company and Thomas J. Pruitt (8) 10(c) Severance Agreement between the Company and Christopher W. Bramley 10(d) Severance Agreement between the Company and Richard J. Fitzpatrick (8) 10(e) Form of Severance Agreement between the Company and each other executive officer of the Company identified in the Proxy Statement 10(f)(1) Supplemental Retirement Agreement among the Company, its subsidiaries and William J. Ryan (9) 10(f)(2) Amendment to the Supplemental Retirement Agreement among the Company, its subsidiaries and William J. Ryan 10(g)(1) Supplemental Retirement Agreement among the Company, its subsidiaries and Peter J. Verrill (9) 15 21 EXHIBIT NO. EXHIBIT LOCATION ----------- ------- -------- 10(g)(2) Amendment to the Supplemental Retirement Agreement among the Company, its subsidiaries and Peter J. Verrill 10(h) Supplemental Retirement Agreement among the Company, its subsidiaries and John W. Fridlington (10) 10(i)(1) Form of Supplemental Retirement Agreement among the Company, its subsidiaries and each executive officer of the Company named in the Proxy Statement (other than Messrs. Ryan, Verrill, Fridlington and Pruitt) (11) 10(i)(2) Form of Amendment to Supplemental Retirement Agreement among the Company, its subsidiaries and each executive officer of the Company named in the Proxy Statement (other than Messrs. Ryan, Verrill and Fridlington) 10(j) Amended and Restated 2000 Deferred Compensation Plan for Non-Employee Directors and Key Employees 10(k) 1986 Stock Option and Stock Appreciation Rights Plan, as amended (1)(12) 10(l) 1986 Employee Stock Purchase Plan, as amended (1)(12) 10(m) Amended and Restated Restricted Stock Plan for Non- Employee Directors (5) 10(n)(1) Amended and Restated 1995 Stock Option Plan for Non- Employee Directors, as amended (13) 10(n)(2) Amendment to Amended and Restated 1995 Stock Option Plan for Non-employee Directors, as amended (14) 10(o)(1) Amended and Restated 401(k) Plan (5) 10(o)(2) First Amendment to Amended and Restated 401(k) Plan (5) 10(o)(3)-(8) Second through the Seventh Amendments to the Amended and Restated 401(k) Plan, respectively 10(p)(1) Profit Sharing Employee Stock Ownership Plan (15) 10(p)(2) First Amendment to Profit Sharing Employee Stock Ownership Plan (16) 10(p)(3) Second Amendment to Profit Sharing Employee Stock Ownership Plan (16) 10(p)(4) Third Amendment to Profit Sharing Employee Stock Ownership Plan 10(q) 1996 Equity Incentive Plan, as amended (17) 16 22 EXHIBIT NO. EXHIBIT LOCATION ----------- ------- -------- 10(r) Bank of New Hampshire Corporation Executive Excess Benefit Plan for Paul R. Shea (18) 10(s) Supplemental Executive Retirement Plan agreement between The Family Mutual Savings Bank and David D. Hindle (19) 10(t) Split Dollar Insurance Agreement between The Family Mutual Savings Bank and David D. Hindle (20) 10(u) Consulting Agreement between the Company and David D. Hindle (21) 10(v) Banknorth Group, Inc. Supplemental Employee Retirement Plan, dated January 1, 1995 (which covers only Mr. Pruitt) (22) 10(w) Supplemental Executive Retirement Plan of Evergreen Bancorp, Inc. (which covers only Director Dougan) (23) 10(x) Stockholder Rights Agreement, dated as of September 12, 1989 and amended and restated as of July 27, 1999 and as of July 25, 2000, between the Company and American Stock Transfer & Trust Company, as Rights Agent (24) 13 Annual Report to Shareholders for 2000 21 Subsidiaries of the Company 23 Consent of KPMG LLP -------------- (1) Incorporated by reference to the Agreement and Plan of Merger, dated as of October 27, 1997, between the Company and CFX Corporation, which is included as Exhibit A to the Prospectus/Proxy Statement included in the Form S-4 Registration Statement (No. 333-23991) filed by the Company with the Securities and Exchange Commission ("SEC") on December 31, 1997. (2) Exhibits are incorporated by reference to (i) the proxy statement filed by the Company with the SEC on March 23, 1998, (ii) the proxy statement filed by the Company with the SEC on March 22, 2000 and (iii) the Form S-4 Registration Statement (No. 333-95587) filed by the Company with the SEC on January 28, 2000, which describes an amendment which changed the name of the Company to "Banknorth Group, Inc." (3) Exhibit is incorporated by reference to the Form S-4 Registration Statement (No. 333-95587) filed by the Company with the SEC on January 28, 2000. (4) Exhibit is incorporated by reference to the Form S-4 Registration Statement (No. 333-23991) filed by Peoples Heritage Capital Trust I with the SEC on March 26, 1997. 17 23 (5) Exhibit is incorporated by reference to the Company's Form 10-K report for the year ended December 31, 1996, filed with the SEC on March 31, 1997. (6) Exhibit is incorporated by reference to the Form S-4 Registration Statement (No. 333-36257-01) filed by Banknorth Capital Trust I with the SEC on September 24, 1997. (7) Exhibit is incorporated by reference to the Company's Form 10-Q report for the three months ended March 31, 2000, filed with the SEC on May 15, 2000. (8) Exhibit is incorporated by reference to the Company's Form 8-K report, filed with the SEC on May 11, 2000. (9) Exhibit is incorporated by reference to the Company's Form 10-K report for the year ended December 31, 1990, filed with the SEC on March 23, 1991. (10) Exhibit is incorporated by reference to the Company's Form 10-K report for the year ended December 31, 1994, filed with the SEC on March 30, 1995. (11) Exhibit is incorporated by reference to the Company's Form 10-K report for the year ended December 31, 1997, filed with the SEC on March 27, 1998. (12) An amendment to the 1986 Stock Option and Stock Appreciation Rights Plan is incorporated by reference to the proxy statement filed by the Company with the SEC on March 24, 1994, and an amendment to the Employee Stock Purchase Plan is incorporated by reference to the proxy statement filed by the Company with the SEC on March 24, 1993. (13) Exhibit is incorporated by reference to the proxy statement filed by the Company with the SEC on March 21, 1997. (14) Exhibit is incorporated by reference to the proxy statement filed by the Company with the SEC on March 22, 2000. (15) Exhibit is incorporated by reference to the Form S-1 Registration Statement (No. 33-53236) filed by the Company with the SEC on November 23, 1992. (16) Exhibit is incorporated by reference to the Company's Form 10-K report for the year ended December 31, 1995, filed with the SEC on March 29, 1996. (17) Exhibit is incorporated by reference to the proxy statement filed by the Company with the SEC on March 21, 2001. (18) Exhibit is incorporated by reference to the Form 10-K report filed by Bank of New Hampshire Corporation (File No. 0-9517) for the year ended December 31, 1994. 18 24 (19) Exhibit is incorporated by reference to the Form 10-K report filed by Family Bancorp (File No. 0-17252) for the year ended December 31, 1993. (20) Exhibit is incorporated by reference to the Form S-4 Registration Statement (No. 33-18613) filed by Family Bancorp. (21) Exhibit is incorporated by reference to the Form 10-K report filed by the Company for the year ended December 31, 1999. (22) Exhibit is incorporated by reference to the Form 10-K report filed by Banknorth Group, Inc. (which merged into the Company on May 10, 2000) for the year ended December 31, 1994. (23) Exhibit is incorporated by reference to the Form 10-K report filed by Evergreen Bancorp, Inc. for the year ended December 31, 1996. (24) Exhibit is incorporated by reference to the Form 8-A/A report filed by the Company with the SEC on July 28, 2000. The Company's management contracts or compensatory plans or arrangements consist of Exhibit Nos. 10(a)-(w). (b) Not applicable. (c) See (a)(3) above for all exhibits filed herewith and the Exhibit Index. (d) There are no other financial statements and financial statement schedules which were excluded from the Annual Report to Shareholders which are required to be included herein. 19 25 SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BANKNORTH GROUP, INC. By: /s/ William J. Ryan Date: March 27, 2001 ---------------------------------- William J. Ryan Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated. Date: ---------------------------------- Thomas J. Amidon, Esq. Director /s/ Gary G. Bahre Date: March 27, 2001 ------------------------------------- Gary G. Bahre Director /s/ P. Kevin Condron Date: March 27, 2001 ------------------------------------- P. Kevin Condron Director /s/ Susan C. Crampton Date: March 27, 2001 -------------------------------------- Susan C. Crampton, C.P.A. Director /s/George W. Dougan Date: March 27, 2001 ------------------------------------- George W. Dougan Director Date: ------------------------------------- Katherine M. Greenleaf Director /s/ Luther F. Hackett Date: March 27, 2001 ------------------------------------- Luther F. Hackett Director /s/ Douglas S. Hatfield Date: March 27, 2001 ------------------------------------- Douglas S. Hatfield Director /s/ David D. Hindle Date: March 27, 2001 ------------------------------------- David D. Hindle Director 20 26 /s/ Dana S. Levenson Date: March 27, 2001 ------------------------------------- Dana S. Levenson Director /s/ Philip A. Mason Date: March 27, 2001 ------------------------------------- Philip A. Mason Director /s/ John M. Naughton Date: March 27, 2001 ------------------------------------- John M. Naughton Director /s/ Malcolm W. Philbrook, Jr. Date: March 27, 2001 ------------------------------------- Malcolm W. Philbrook, Jr. Director /s/ Angelo Pizzagali Date: March 27, 2001 ------------------------------------- Angelo Pizzagali Director /s/ Pamela P. Plumb Date: March 27, 2001 ------------------------------------- Pamela P. Plumb Vice Chairman /s/ Seth A. Resnicoff Date: March 27, 2001 ------------------------------------- Seth A. Resnicoff Director /s/ William J. Ryan Date: March 27, 2001 ------------------------------------- William J. Ryan Chairman, President and Chief Executive Officer (principal executive officer) Date: ------------------------------------- Curtis M. Scribner Director /s/ Paul R. Shea Date: March 27, 2001 ------------------------------------- Paul R. Shea Director /s/ John E. Veasey Date: March 27, 2001 ------------------------------------- John E. Veasey Director 21 27 Date: ------------------------------------- Patrick E. Welch Director /s/ Peter J. Verrill Date: March 27, 2001 ------------------------------------- Peter J. Verrill Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer (principal financial officer) /s/ Steven J. Boyle Date: March 27, 2001 ------------------------------------- Steven J. Boyle Executive Vice President and Controller (principal accounting officer) 22