-----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, D3ZVnLjzN9dNYQ+6Gb4UVpTM8IjNXci+Dc0BtMOd1XHg+IPiqf+WJVybNFY7LWPi I5w54reJsH88HV1ozD5xPg== 0000950135-96-002737.txt : 19960624 0000950135-96-002737.hdr.sgml : 19960624 ACCESSION NUMBER: 0000950135-96-002737 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960620 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960621 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES HERITAGE FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000829750 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 010137770 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: 96583772 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 8-K 1 PEOPLES HERITAGE FINANCIAL GROUP, INC. 1 Law Offices ELIAS, MATZ, TIERNAN & HERRICK L.L.P. 12th Floor 734 15th Street, N.W. Washington, D.C. 20005 Telephone (202) 347-0300 June 21, 1996 VIA EDGAR Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Peoples Heritage Financial Group, Inc. (File No. 0-16947) Current Report on Form 8-K Dear Sir or Madam: Attached for filing on behalf of Peoples Heritage Financial Group, Inc. is a Current Report on Form 8-K, with exhibits, which is being filed pursuant to the requirements of Regulation S-T. Concurrently, three (3) copies of the Form 8-K, one of which is manually signed and all of which are with exhibits, are being filed with the National Association of Securities Dealers, Inc. Please do not hesitate to call the undersigned if you have any questions concerning the enclosed materials. Sincerely yours, /s/ Gerard L. Hawkins Gerard L. Hawkins GLH/jme Enclosure cc: NASD/Nasdaq/Reports and Filing Section 2 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 June 20, 1996 - -------------------------------------------------------------------------------- (Date of earliest event reported) Peoples Heritage Financial Group, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maine 0-16947 01-0437984 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) P.O. Box 9540, One Portland Square, Portland, Maine 04112-9540 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (207) 761-8500 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 3 ITEM 5. OTHER EVENTS ------------ On June 20, 1996, Peoples Heritage Financial Group, Inc. issued the press release included as Exhibit 99(a) hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS ------------------------------------------------------------------ (a) Not applicable. (b) Not applicable. (c) The following exhibit is included with this Report: Exhibit 99(a) Press Release, dated June 20, 1996. 2 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PEOPLES HERITAGE FINANCIAL GROUP, INC. Date: June 20, 1996 By: /s/ Peter J. Verrill ------------------------------- Peter J. Verrill Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer 3 EX-99.(A) 2 PRESS RELEASE 1 EXHIBIT 99(a) For Immediate Release For Further Information, Contact: At Peoples Heritage Financial Group: Brian Arsenault, AVP, Corporate Communications (207) 761-8517 Tender Offer Likely in Peoples Heritage Stock Repurchase Portland, Maine; June 20, 1996 -- Peoples Heritage Financial Group, Inc. (NASDAQ: PHBK) is likely to utilize an issuer tender offer in the repurchase of approximately 2.6 million shares of its common stock in connection with its pending acquisition of Family Bancorp (NASDAQ: Family), the Company announced today. Peoples Heritage also may make open market and privately-negotiated purchases in the stock buy back. The pending acquisition and stock repurchase were previously announced. Peter J. Verrill, Peoples Heritage Chief Operating Officer and Chief Financial Officer, said the Company will make an additional announcement when it is prepared to commence an issuer tender offer and any open market purchase program. Mr. Verrill said the Company intends to acquire the repurchased shares by the completion of the Family acquisition, expected by year-end. Repurchases of common stock will be subject to the availability of shares at prices acceptable to Peoples Heritage and compliance with the requirements of applicable securities laws. Execution of the repurchase program is not a condition to consummation of the Family Bancorp acquisition. Peoples Heritage is a $4.3 billion multi-bank and financial services holding company with headquarters in Portland, Maine. The Company's Maine bank, Peoples Heritage Bank, operates 62 banking centers throughout the state. In New Hampshire, Peoples Heritage is combining the Bank of New Hampshire and The First National Bank of Portsmouth in late June to operate a 45-branch network throughout New Hampshire. Peoples Heritage also operates a mortgage services company, a financial planning company and a leasing subsidiary. Family Bancorp operates 23 banking offices, 17 in northeastern Massachusetts and six in southern New Hampshire. 1 -----END PRIVACY-ENHANCED MESSAGE-----