-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vf5ndkJ84FzWVMAXyeFgDWPJwbFImRj9gjKVmwlNUy8JbGLh/ai1yxyw/rBk9QDL dStyatYE0k2EPAONn+EUmQ== 0001065407-02-000141.txt : 20020416 0001065407-02-000141.hdr.sgml : 20020416 ACCESSION NUMBER: 0001065407-02-000141 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020410 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKNORTH GROUP INC/ME CENTRAL INDEX KEY: 0000829750 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 010437984 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16947 FILM NUMBER: 02607915 BUSINESS ADDRESS: STREET 1: ONE PORTLAND SQ STREET 2: P O BOX 9540 CITY: PORTLAND STATE: ME ZIP: 04112 BUSINESS PHONE: 2077618500 MAIL ADDRESS: STREET 1: P O BOX 9540 CITY: PORTLAND STATE: ME ZIP: 04112-9540 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLES HERITAGE FINANCIAL GROUP INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k.txt FORM 8-K 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 April 10, 2002 - ------------------------------------------------------------------------------ (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, Two 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) Item 5. Other Events and Regulation FD Disclosure On April 11, 2002, Banknorth Group, Inc. ("Banknorth") and Bancorp Connecticut, Inc. ("Bancorp") announced that they had entered into an Agreement and Plan of Merger, dated as of April 10, 2002 (the "Agreement"), which sets forth the terms and conditions pursuant to which a newly-formed subsidiary of Banknorth will be merged with and into Bancorp (the "Merger"). The Agreement provides, among other things, that as a result of the Merger each outstanding share of common stock of Bancorp (subject to certain exceptions) will be converted into the right to receive $28.00 in cash. Consummation of the Merger is subject to a number of customary conditions, including, but not limited to, the approval of the Agreement by the shareholders of Bancorp and the receipt of requisite regulatory approvals of the Merger and the proposed merger of Bancorp's banking subsidiary, Southington Savings Bank, with and into Banknorth's banking subsidiary, Banknorth, NA, as soon as practicable following consummation of the Merger. For additional information, reference is made to the press release, dated April 11, 2002, which is included as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) The following exhibits are included with this Report: Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Merger, dated as of April 10, 2002, between Banknorth and Bancorp* 10.1 Form of Shareholder Agreement between each director of Bancorp and Banknorth (included as Annex A to Exhibit 2.1)* 10.2 Form of Noncompetition Agreement between Banknorth and Robert D. Morton (included as Annex B to Exhibit 2.1)* 10.3 Form of Amendment No. 2 to Employment and Noncompetition Agreement, dated as of February 1, 2000 and amended as of December 28, 2001, among Bancorp, Southington Savings Bank and Robert D. Morton (included as Annex C to Exhibit 2.1)* 99.1 Press Release, dated April 11, 2002 * To be filed by amendment. 2 * * * The press release included as Exhibit 99.1 and incorporated herein by reference contains forward-looking statements with respect to the financial condition, results of operations and business of Banknorth upon consummation of the Merger, including statements relating to: (a) the estimated cost savings and accretion to reported earnings that will be realized from the Merger and (b) the merger charges expected to be incurred in connection with the Merger. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) the Merger may not be consummated; (2) estimated cost savings from the Merger cannot be fully realized within the expected time frame; (3) revenues following the Merger are lower than expected; (4) competitive pressure among depository institutions increases significantly; (5) costs or difficulties related to the integration of the businesses of Banknorth and Bancorp are greater than expected; (6) changes in the interest rate environment reduce interest margins; (7) general economic conditions, either nationally or in the markets in which Banknorth will be doing business, are less favorable than expected; or (8) legislation or changes in regulatory requirements adversely affect the businesses in which Banknorth would be engaged. 3 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: Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer Date: April 11, 2002 4 EX-99.1 3 ex99.txt PRESS RELEASE Exhibit 99.1 For Immediate Release For Further Information, Contact: At Banknorth Group Brian Arsenault, SVP, Corporate Communications 207 761-8517 At Bancorp Connecticut Robert D. Morton Chairman, President and Chief Executive Officer 860 620-6524 Banknorth Group to Acquire Bancorp Connecticut Transaction Valued at $157 Million Portland, Maine, and Southington, Connecticut, April 11, 2002 - Banknorth Group, Inc. (NASDAQ: BKNG) and Bancorp Connecticut, Inc. (NASDAQ: BKCT) announced today that they have signed a definitive agreement under which Banknorth will acquire Bancorp Connecticut for $28.00 per share in cash. The transaction value is $157 million, taking into account outstanding stock options of Bancorp Connecticut. At December 31, 2001, Bancorp Connecticut, parent company of SSB (Southington Savings Bank), had total assets of $663 million, deposits of $416 million, loans of $340 million and shareholders' equity of $56 million. SSB has seven banking offices: four in Southington and one each in Kensington, Wallingford and Cheshire. Banknorth, N.A., the banking subsidiary of Banknorth Group, currently does business in Connecticut as Banknorth Connecticut with six full service banking offices and two drive-up facilities in six Connecticut communities. "The acquisition of Bancorp Connecticut and SSB creates a $1 billion banking presence for our Company in Connecticut and positions us for growth in the state," said William J. Ryan, Banknorth Chairman, President and Chief Executive Officer. "This is a natural extension of our Connecticut presence and adds some great communities to our community banking network," Mr. Ryan added. Robert D. Morton, Bancorp Connecticut Chairman, President and Chief Executive Officer, said: "Our Board carefully considered the interests of our shareholders, employees, customers and the community and decided that Banknorth was a win-win for all constituencies. Even given our high level of performance in recent years, we clearly had limited potential for future growth. As the industry continues to consolidate, it makes sense for us to team up with a great banking company which shares the same philosophy and focus that we do - integrity, customer service and community lending." The terms of the agreement call for outstanding shares of Bancorp Connecticut common stock, other than treasury shares and dissenters' shares, to be converted into the right to receive $28.00 in cash per share. The transaction is valued at 255% of Bancorp Connecticut book value per share at December 31, 2001 and 16.1 times analysts' consensus estimated earnings per share of Bancorp Connecticut for 2002. The definitive agreement was approved by the Board of Directors of Banknorth and the Board of Directors of Bancorp Connecticut. The transaction is subject to all required regulatory approvals, the approval by shareholders of Bancorp Connecticut and other customary conditions. In connection with the execution of the merger agreement, Bancorp Connecticut announced that it has postponed its scheduled annual meeting of shareholders on April 23, 2002 so that shareholders could consider adoption of the merger agreement at a meeting on a date to be announced. The transaction is expected to be completed in the third quarter of the year with operational integration to follow soon after. Peter J. Verrill, Banknorth Chief Operating Officer and Chief Financial Officer, said that Banknorth expects to achieve cost savings of 25 percent in the transaction. Mr. Verrill added that Banknorth expects transaction costs of approximately $11.5 million in connection with the acquisition, a portion of which will be charged to earnings as a one-time charge and the balance of which will increase Banknorth's goodwill. Mr. Verrill added that the transaction is expected to be accretive to Banknorth's earnings upon operational integration, increasing 2002 diluted per share earnings by one cent. 2003 earnings are expected to benefit by two cents per diluted share as a result of the transaction. In connection with this transaction, Keefe, Bruyette & Woods, Inc. acted as financial advisor to Banknorth and Sandler O'Neill & Partners, L.P. acted as financial advisor to Bancorp Connecticut. 2 Banknorth Group, Inc., headquartered in Portland, Maine is one of the country's 35 largest commercial banking companies with total assets of $21.1 billion at December 31, 2001. The Company's banking subsidiary, Banknorth, N.A., operates banking divisions in Connecticut, Maine, Massachusetts, New Hampshire, New York and Vermont. The Company's Connecticut banking division currently operates banking offices in Glastonbury, East Hartford, Colchester, Portland, Rocky Hill and Wethersfield. Banknorth also operates subsidiaries and divisions in insurance, investment planning, money management, leasing, merchant services, mortgage banking, government banking and other financial services. This press release contains forward-looking statements with respect to the financial condition, results of operations and business of Banknorth upon consummation of the acquisition of Bancorp Connecticut, including statements relating to: (a) the estimated cost savings and accretion to reported earnings that will be realized from the acquisition and (b) the merger charges expected to be incurred in connection with the acquisition. These forward- looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) the merger may not be consummated; (2) estimated cost savings from the acquisition cannot be fully realized within the expected time frame; (3) revenues following the acquisition are lower than expected; (4) competitive pressure among depository institutions increases significantly; (5) costs or difficulties related to the integration of the businesses of Banknorth and Bancorp Connecticut are greater than expected; (6) changes in the interest rate environment reduce interest margins; (7) general economic conditions, either nationally or in the markets in which Banknorth will be doing business, are less favorable than expected; or (8) legislation or changes in regulatory requirements adversely affect the businesses in which Banknorth would be engaged. Bancorp Connecticut will be filing relevant documents concerning the merger with the Securities and Exchange Commission, including a proxy statement. WE URGE INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain these documents free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Bancorp Connecticut will be available free of charge from the Secretary of Bancorp Connecticut (Phillip J. Mucha, Secretary, Bancorp Connecticut, Inc., 121 Main Street, Southington, Connecticut 06489, telephone (860) 628-0351). The directors and executive officers of Bancorp Connecticut may be deemed to be participants in the solicitation of proxies to approve the merger. Information about the directors and executive officers of Bancorp Connecticut and ownership of Bancorp Connecticut common stock is set forth in Bancorp Connecticut's proxy statement dated March 25, 2002 as filed with the SEC. Additional information about the interests of those participants may be obtained from reading the definitive proxy statement regarding the proposed acquisition when it becomes available. BANCORP CONNECTICUT INVESTORS SHOULD READ THE PROXY STATEMENT AND OTHER DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. 3 -----END PRIVACY-ENHANCED MESSAGE-----