Tuesday, September 07, 2010

Banknorth files 8-K re Connecticut Bancorp

8-K: BANKNORTH GROUP INC/ME

(EDGAR Online via COMTEX) --

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

August 31, 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
------------

On August 31, 2002, following the receipt of all required regulatory and stockholder approvals, Banknorth Group, Inc. ("Banknorth") completed the acquisition of Bancorp Connecticut, Inc. ("Bancorp") pursuant to an Agreement and Plan of Merger, dated as of April 10, 2002, between Banknorth and Bancorp (the "Agreement"). The acquisition was effected by means of a merger of a wholly-owned subsidiary of Banknorth with and into Bancorp (the "Merger"). In addition, Bancorp's banking subsidiary, Southington Savings Bank, was merged with and into Banknorth's banking subsidiary, Banknorth, NA. Upon consummation of the Merger, each outstanding share of common stock of Bancorp (other than certain shares held by Bancorp) was converted into the right to receive $28.00 in cash.
For additional information, reference is made to the press release of Banknorth, dated August 15, 2002, which is included as Exhibit 99.1 and is incorporated herein by reference.



Item 7. Financial Statements, Pro Forma Financial Information 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 August 15, 2002
_________________

* Incorporated by reference to the Current Report on Form 8-K filed by
Banknorth with the Commission on April 11, 2002, as amended on April 12, 2002.

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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: Chief Operating Officer and Chief
Financial Officer

Date: September 3, 2002


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Exhibit 99.1

For Immediate Release
For Further Information, Contact:
Brian Arsenault, SVP, Corporate Communications
207 761-8517

Banknorth to Close on Bancorp Connecticut August 31

Portland, Maine, August 15, 2002 -- Banknorth Group, Inc. (NASDAQ: BKNG), announced today that it will finalize its acquisition of Bancorp Connecticut, Inc. (NASDAQ: BKCT) on August 31, 2002. The shareholders of Bancorp Connecticut, parent company of Southington Savings Bank (SSB), approved the transaction at its annual meeting held today. All necessary regulatory approvals were received prior to today's shareholder vote.
Bancorp Connecticut shareholders will receive $28 in cash for each share of Bancorp Connecticut common stock they own just before the acquisition. The transaction is valued at $157 million, taking into account outstanding stock options of Bancorp Connecticut. With $671 million in total assets at June 30, 2002, the Bancorp Connecticut acquisition will more than double Banknorth's asset size in the state to over $1 billion.

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. SSB will become part of Bancorp Connecticut and operate under that name.

"As I said when we announced our intentions to acquire SSB, this is a natural extension of our Connecticut presence and adds some great communities to our community banking network," said William J. Ryan, Banknorth Chairman, President and Chief Executive Officer. "We are also well positioned for further growth in Connecticut."

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.

Banknorth Group, Inc., headquartered in Portland, Maine, is one of the country's 35 largest commercial banking companies with total assets of $21.3 billion at June 30, 2002. The Company's banking subsidiary, Banknorth, N.A., operates banking divisions in Maine, New Hampshire, Vermont, New York, and Connecticut, as well as Massachusetts. The Company also operates divisions and subsidiaries in insurance, money management, investment planning and leasing. Other subsidiaries and divisions provide services in mortgage banking, government banking, asset based lending, private banking, merchant services and other financial services.



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Received by Edgar Online Aug 13, 2002

CIK Code: 0000829750
Accession Number: 0001065407-02-000372

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