-----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, LOErb+JaQ/gFdHPQ7QnFUm+BOt13ZQcOuyPfr1ZtoBb9velqz0eWI4IqHiHzQY9s xSlclT0rEJFgU6Rk9MmuaA== 0000897226-04-000262.txt : 20041216 0000897226-04-000262.hdr.sgml : 20041216 20041215191721 ACCESSION NUMBER: 0000897226-04-000262 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041216 DATE AS OF CHANGE: 20041215 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39860 FILM NUMBER: 041206079 BUSINESS ADDRESS: STREET 1: TWO PORTLAND SQUARE 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRIVATE CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0000897226 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 593654603 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8889 PELICAN BAY BLVD STREET 2: STE 500 CITY: NAPLES STATE: FL ZIP: 34108 BUSINESS PHONE: 9412542525 MAIL ADDRESS: STREET 1: 8889 PELICAN BAY BLVD STREET 2: STE 500 CITY: NAPLES STATE: FL ZIP: 34108 FORMER COMPANY: FORMER CONFORMED NAME: PRIVATE CAPITAL MANAGEMENT INC /FL DATE OF NAME CHANGE: 19950223 SC 13D/A 1 bnk.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Banknorth Group, Inc. Amendment 1 (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 06646R107 (CUSIP Number) Mr. Chad Atkins Private Capital Management, L.P. 8889 Pelican Bay Blvd. Suite 500 Naples, FL 34108 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 15, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X] CUSIP No. 06646R107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Private Capital Management, L.P. (I.R.S. Number 59-3654603) Mr. Bruce S. Sherman Mr. Gregg J. Powers 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Private Capital Management, L.P. Delaware Mr. Bruce S. Sherman USA Mr. Gregg J. Powers USA 7. Sole Voting Power Private Capital Management, L.P. 0 Mr. Bruce S. Sherman 0 Mr. Gregg J. Powers 0 8. Shared Voting Power Private Capital Management, L.P. 15,226,481 Mr. Bruce S. Sherman 15,226,481 Mr. Gregg J. Powers 15,226,481 9. Sole Dispositive Power Private Capital Management, L.P. 0 Mr. Bruce S. Sherman 0 Mr. Gregg J. Powers 0 10. Shared Dispositive Power Private Capital Management, L.P. 15,226,481 Mr. Bruce S. Sherman 15,226,481 Mr. Gregg J. Powers 15,226,481 11. Aggregate Amount Beneficially Owned by Each Reporting Person Private Capital Management, L.P. 15,226,481 Mr. Bruce S. Sherman 15,226,481 Mr. Gregg J. Powers 15,226,481 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) Private Capital Management, L.P. 8.7% Mr. Bruce S. Sherman 8.7% Mr. Gregg J. Powers 8.7% 14. Type of Reporting Person (See Instructions) Private Capital Management, L.P. IA Mr. Bruce S. Sherman IN Mr. Gregg J. Powers IN Item 1. Security and Issuer. This Schedule 13D relates to the Common Stock, $0.01 par value per share (the "Common Stock"), of Banknorth Group, Inc., a Maine corporation. The principal executive office of which is located at Two Portland Square, Portland, Maine 04112. The Common Stock is traded on the New York Stock Exchange. Item 2. Identity and Background. (a) Name. The persons filing this Schedule 13D are Private Capital Management, L.P. ("PCM"), Bruce S. Sherman, and Gregg J. Powers. PCM, Mr. Sherman, and Mr. Powers are collectively referred to as the "Reporting Persons." Mr. Sherman is CEO of PCM and Mr. Powers is President of PCM, and as such both exercise shared dispositive and voting power with respect to shares held by PCM on behalf of its clients. Messrs. Sherman and Powers disclaim beneficial ownership for the shares held by PCM (including the Common Stock) and disclaim the existence of a group. (b) Business Address. Each of the Reporting Person's business address is 8889 Pelican Bay Blvd. Suite 500, Naples, Florida 34108. (c) Principal Occupation. PCM is a registered investment adviser under the Investment Advisers Act of 1940. PCM has the power and authority to make decisions to buy and sell securities on behalf of its clients. Mr. Sherman as CEO of PCM and Mr. Powers as President of PCM have the authority to direct the actions of PCM including decisions to buy and sell stock. (d) None of the Reporting Persons has, during the last five years, been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. (f) PCM is a limited partnership organized under the laws of the state of Delaware. Mr. Sherman and Mr. Powers are United States citizens. Item 3. Source and Amount of Funds or Other Consideration. PCM has acquired shares of Common Stock at an aggregate purchase price of $397,442,262.69 on behalf of its investment advisory clients. Funds for these purchases were derived from PCM clients. Item 4. Purpose of Transaction. The Reporting Persons purchased the shares of Common Stock in order to establish a significant equity interest in the Company. All purchases have been for investment purposes. Depending on the Reporting Persons' assessment of future developments, one or more of the Reporting Persons may acquire additional shares of Common Stock or may determine to sell or otherwise dispose of all or some holdings in the company. On September 23, 2004, the Reporting Persons filed with the SEC a Schedule 13D, which outlined certain concerns about the proposed acquisition of 51% of the Company by TD Bank Financial Group ("TD Bank"). Since the date of that filing, the Reporting Persons have continued to review publicly available information regarding the proposed transaction with TD Bank, including preliminary proxy statements issued by the Company and public statements by the Company and TD Bank explaining their respective rationales and expectations regarding the proposed transaction. The Reporting Persons have concluded that they expect to vote the shares of Common Stock over which they have voting authority in favor of the proposed transaction. This determination remains subject to the Reporting Persons' review of the definitive proxy materials and any additional material information that may become available following the date of this filing. Representatives of PCM have discussed (and may continue to discuss) issues related to the proposed transaction with representatives of the Company or TD Bank. Except as set forth herein, the Reporting Persons have no present plans or proposals that would result in or relate to (a) an extraordinary corporate transaction involving the Company or any or its subsidiaries; (b) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (c) a change in the present Board of the Company or management of the Company; (d) a material change in present capitalization or dividend policy of the Company; (e) any other material change in the Company's business or corporate structure; (f) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which might impede the acquisition or control of the Company by any person; (g) causing securities of the Company to be delisted from a national security exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (h) causing securities of the Company to be eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act or (f) any other similar action. Item 5. Interest in Securities of the Issuer. (a) Number of Percentage Reporting Person Shares of Shares Private Capital Management, L.P. 15,226,481 (8.7%) Mr. Bruce S. Sherman 15,226,481 (8.7%) Mr. Gregg J. Powers 15,226,481 (8.7%) As Chairman of PCM, Mr. Sherman may be deemed to be beneficial owner of shares of the Common Stock in the PCM investment advisory accounts of clients. As President of PCM, Mr. Powers may also be deemed to be beneficial owner of shares of the Common Stock in the PCM investment advisory accounts of clients. While Mr. Sherman, Mr. Powers and PCM may be deemed to beneficially own 15,226,481 shares of the Common Stock in the PCM investment advisory accounts of clients, the filing of this Schedule 13D shall not be construed as an admission that such persons are the beneficial owners of any such securities. Mr. Sherman and Mr. Powers disclaim ownership of the shares of the Common Stock deemed to be beneficially owned by PCM. (b) Sole power to vote or direct the vote: Private Capital Management, L.P. 0 Mr. Bruce S. Sherman 0 Mr. Gregg J. Powers 0 Shared power to vote or direct the vote: Private Capital Management, L.P. 15,226,481 Mr. Bruce S. Sherman 15,226,481 Mr. Gregg J. Powers 15,226,481 Sole power to dispose or to direct the disposition: Private Capital Management, L.P. 0 Mr. Bruce S. Sherman 0 Mr. Gregg J. Powers 0 Shared power to dispose or direct the disposition: Private Capital Management, L.P. 15,226,481 Mr. Bruce S. Sherman 15,226,481 Mr. Gregg J. Powers 15,226,481 (c) The following table sets forth the Reporting Persons' transactions in the shares of the Common Stock during the last 60 days: Private Capital Management, L.P. The schedule below includes both discretionary transactions and client directed transactions where PCM did not exercise sole investment discretion. Number of Average Transaction Date Shares Price Per Share Effected 10/19/2004 1900 35.17 Open Market Sale 10/21/2004 300 34.77 Open Market Sale 10/25/2004 2300 34.64 Open Market Sale 10/27/2004 1700 34.96 Open Market Sale 10/29/2004 1000 34.85 Open Market Sale 11/03/2004 700 35.22 Open Market Sale 11/04/2004 2200 35.24 Open Market Sale 11/10/2004 200 35.64 Open Market Sale 11/11/2004 1000 35.55 Open Market Sale 11/16/2004 3000 35.94 Open Market Sale 12/03/2004 1300 36.08 Open Market Sale 12/06/2004 2200 36.10 Open Market Sale 12/07/2004 900 36.27 Open Market Sale 12/08/2004 1200 36.02 Open Market Sale 12/09/2004 27 36.11 Open Market Sale 12/15/2004 100000 36.40 Open Market Purchase Mr. Bruce S. Sherman No Transactions Mr. Gregg J. Powers No Transactions (d) PCM, an investment advisor registered under the Investment Advisors Act of 1940, pursuant to investment advisory contracts with its clients has shared dispositive power over the shares of the Common Stock in the PCM investment advisory accounts of clients. The individual clients, none of whom individually owns beneficially more than 5% of the total class of such securities, have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of the Common Stock. (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships. None Item 7. Exhibits. None After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated December 15, 2004 PRIVATE CAPITAL MANAGEMENT, L.P. By: /s/Bruce S. Sherman Bruce S. Sherman, CEO /s/Bruce S. Sherman Bruce S. Sherman, CEO /s/Gregg J. Powers Gregg J. Powers, President -----END PRIVACY-ENHANCED MESSAGE-----