-----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, L8Ts7wJkmBR1rQKH9z9KLXdjmygkmHONFR5vruHcPsqxcnYeq83DE7JFH/EKIpRF OQRXmytA9hdgtNKOKqkkMQ== 0000950135-96-003042.txt : 19960711 0000950135-96-003042.hdr.sgml : 19960711 ACCESSION NUMBER: 0000950135-96-003042 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960710 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: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-07507 FILM NUMBER: 96593160 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 S-4/A 1 FORM S-4 AMENDMENT NO.1 1 As filed with the Securities and Exchange Commission on July 10, 1996 Registration No. 333-07507 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT Under The Securities Act of 1933 PEOPLES HERITAGE FINANCIAL GROUP, INC. ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Maine 6120 01-0437984 ----- ---- ---------- (State or other juris- (Primary Standard (I.R.S. Employer diction of incorporation Industrial Classification Identification No.) or organization) Code No.)
P.O. Box 9540 One Portland Square Portland, Maine 04112-9540 (207) 761-8500 -------------- (Address, including zip code and telephone number, including area code, of Registrant's principal executive offices) William J. Ryan Chairman, President and Chief Executive Officer Peoples Heritage Financial Group, Inc. P.O. Box 9540 One Portland Square Portland, Maine 04112-9540 (207) 761-8500 -------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) with a copy to: Gerard L. Hawkins, Esq. David D. Hindle Peter W. Coogan, Esq. Elias, Matz, Tiernan & Herrick L.L.P. President and Chief Foley, Hoag & Eliot LLP 734 15th Street, N.W. Executive Officer One Post Office Square Washington, D.C. 20005 Family Bancorp Boston, Massachusetts 02109 (202) 347-0300 153 Merrimack Street (617) 832-1000 Haverhill, Massachusetts 01830 (508) 374-1911
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At the Effective Time as described in the accompanying Prospectus/Joint Proxy Statement. ----------------------- If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / ----------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 PEOPLES HERITAGE FINANCIAL GROUP, INC. CROSS-REFERENCE SHEET
ITEM OF FORM S-4 LOCATION IN PROSPECTUS ---------------- ---------------------- 1. Forepart of Registration Statement Facing Page; Cross Reference Sheet; and Outside Front Cover Page of Outside Front Cover Page of Prospectus Prospectus/Joint Proxy Statement 2. Inside Front and Outside Back Cover Inside Front Cover Page of Prospectus/ Pages of Prospectus Joint Proxy Statement; Table of Contents; Available Information; Incorporation of Certain Documents by Reference 3. Risk Factors, Ratio of Earnings to Summary; Market for Common Stock Fixed Charges and Other Information and Dividends; Comparative Per Share Data; Selected Pro Forma Consolidated Financial Data 4. Terms of the Transaction Summary; The Merger; Description of PHFG Capital Stock; Comparative Rights of Shareholders 5. Pro Forma Financial Information Pro Forma Combined Consolidated Financial Information 6. Material Contracts with the Company The Merger Being Acquired 7. Additional Information Required for Not Applicable Reoffering by Persons and Parties Deemed to be Underwriters 8. Interests of Named Experts and Not Applicable Counsel 9. Disclosure of Commission's Position Not Applicable on Indemnification for Securities Act Liabilities 10. Information with Respect to S-3 Incorporation of Certain Documents by Registrants Reference; Summary 11. Incorporation of Certain Information Incorporation of Certain Documents by Reference by Reference 12. Information with Respect to S-2 or S- Not Applicable 3 Registrants 13. Incorporation of Certain Information Not Applicable by Reference
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ITEM OF FORM S-4 LOCATION IN PROSPECTUS ---------------- ---------------------- 14. Information with Respect to Not Applicable Registrants Other than S-2 or S-3 Registrants 15. Information with Respect to S-3 Incorporation of Certain Documents by Companies Reference; Summary 16. Information with Respect to S-2 or S- Not Applicable 3 Companies 17. Information with Respect to Not Applicable Companies other than S-2 or S-3 Companies 18. Information if Proxies, Consents or Summary; The Special Meetings; The Authorizations are to be Solicited Merger; Incorporation of Certain Documents by Reference 19. Information if Proxies, Consents or Not Applicable Authorizations are not to be Solicited, or in an Exchange Offer
4 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 719 of the MBCA sets forth certain circumstances under which directors, officers, employees and agents may be indemnified against liability which they may incur in their capacity as such. Indemnification may be provided against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred; provided that no indemnification may be provided with respect to any matter where such person shall have been finally adjudicated (i) not to have acted honestly or in the reasonable belief that such action was in or not opposed to the best interests of the corporation or its shareholders, or (ii) with respect to any criminal action, to have had reasonable cause to believe such conduct was unlawful. A corporation may not indemnify a person with respect to any action or matter by or in the right of the corporation as to which that person is finally adjudicated to be liable to the corporation unless the court in which the action was brought determines that, in view of all the circumstances, that person is fairly and reasonably entitled to indemnity for such amounts as the court deems reasonable. To the extent such person has been successful on the merits or otherwise in defense of such action, that person shall be entitled to indemnification. Any indemnification, unless ordered by a court or required in the corporation's bylaws, shall be made only as authorized in the specific case upon a determination by the board of directors that indemnification is proper in the circumstances and in the best interests of the corporation. Expenses incurred in defending an action may be paid by the corporation in advance of the final disposition of that action upon a determination made that the person seeking indemnification satisfied the standard of conduct required for indemnification and receipt by the corporation of a written undertaking by or on behalf of such person to repay that amount if that person is finally adjudicated to not have met such standard or not be entitled to such indemnification. In addition, Section 719 of the MBCA provides that a corporation may purchase and maintain insurance on behalf of directors, officers, employees and agents against liability whether or not the corporation would have the power to indemnify such person against liability under such section. See Title 13-A Maine Revised Statutes Annotated ss.719. Article VI of the Bylaws of PHFG provides that the directors, officers, employees and agents of PHFG shall be indemnified to the full extent permitted by the MBCA. Such indemnity shall extend to expenses, including attorney's fees, judgments, fines and amounts paid in the settlement, prosecution or defense of the foregoing actions. Directors and officers also may be indemnified pursuant to the terms of various employee benefit plans of PHFG. In addition, PHFG carries a liability insurance policy for its directors and officers. II-1 5 ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. The exhibits and financial statement schedules filed as a part of this Registration Statement are as follows: (a) List of Exhibits:
Exhibit No. Exhibit Location - ----------- ------- -------- 2(a) Agreement and Plan of Merger, dated as of May 30, 1996, among PHFG, PHMC and Family, including the forms of Exhibits A to E thereto (1) 2(b) Stock Option Agreement, dated as of May 30, 1996, between PHFG (as grantee) and Family (as issuer) (1) 2(c) Stock Option Agreement, dated as of May 30, 1996, between PHFG (as issuer) and Family (as grantee) (1) 2(d) Stockholder Agreement, dated as of May 30, 1996 among PHFG and certain shareholders of Family (1) 3(a)(1) Articles of Incorporation of PHFG (2) 3(a)(2) Articles of Amendment to Articles of Incorporation of PHFG (3) 3(b) Bylaws of PHFG (2) 4(a) Specimen Common Stock certificate (2) 4(b) Form of Indenture between PHFG and Mellon Bank, N.A., as trustee (4) 4(c) Form of Debenture due 2000 (4) 5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. regarding legality of securities being registered 8 Opinion of Foley, Hoag & Eliot LLP regarding certain federal income tax consequences 10(a) Amended and Restated Severance Agreement between PHFG and William J. Ryan, dated January 1, 1995 (5) 10(b) Amended and Restated Severance Agreement between PHFG and Peter J. Verrill, dated January 1, 1995 (5) 10(c) Severance Agreement between PHFG and John W. Fridlington, dated January 1, 1995 (6) 10(d) Severance Agreement between PHFG and Henry G. Beyer, dated January 1, 1995 (6)
II-2 6
Exhibit No. Exhibit Location - ----------- ------- -------- 10(e) Employment Agreement between PHFG and John E. Menario, including the Severance Agreement included as Attachment A, dated June 30, 1995 (5) 10(f) Supplemental Retirement Agreement among PHFG, its subsidiaries and William J. Ryan, dated November 26, 1990 (7) 10(g) Supplemental Retirement Agreement among PHFG, its subsidiaries and John E. Menario, dated November 26, 1990 (7) 10(h) Supplemental Retirement Agreement among PHFG, its subsidiaries and Peter J. Verrill, dated November 26, 1990 (7) 10(i) Supplemental Retirement Agreement among PHFG, its subsidiaries and Henry G. Beyer, dated November 26, 1990 (6) 10(j) Supplemental Retirement Agreement among PHFG, its subsidiaries and John W. Fridlington, dated January 1, 1996 (5) 10(k) Senior Officers' Deferred Compensation Plan, as amended (8) 10(l) Directors' Deferred Compensation Plan, as amended (8) 10(m) 1986 Stock Option and Stock Appreciation Rights Plan (2)(9) 10(n) 1986 Employee Stock Purchase Plan (2)(9) 10(o) Restricted Stock Plan for Non-Employee Directors (10) 10(p) 1995 Stock Option Plan for Non-Employee Directors (11) 10(q)(1) Thrift Incentive Plan (12) 10(q)(2) First Amendment to Thrift Incentive Plan (5) 10(q)(3) Second Amendment to Thrift Incentive Plan (5) 10(r)(1) Profit Sharing Employee Stock Ownership Plan (12) 10(r)(2) First Amendment to Profit Sharing Employee Stock Ownership Plan (5) 10(r)(3) Second Amendment to Profit Sharing Employee Stock Ownership Plan (5) 10(s) 1996 Equity Incentive Plan (13)
II-3 7
Exhibit No. Exhibit Location - ----------- ------- -------- 10(t) Agreement by and among PHFG, PHB and Robert P. Bahre, dated January 1, 1989 (8) 10(u) Stockholders Rights Agreement, dated September 12, 1989, between PHFG and Mellon Securities Trust Company, as Rights Agent (14) 21 Subsidiaries of PHFG (5) 23(a) Consent of Elias, Matz, Tiernan & Herrick L.L.P. (contained in the opinion included as Exhibit 5) 23(b) Consent of Foley, Hoag & Eliot LLP (contained in the opinion included as Exhibit 8) 23(c) Consent of KPMG Peat Marwick LLP * 23(d) Consent of Wolf & Company, P.C. * 23(e) Consent of McConnell, Budd & Downes, Inc. * 23(f) Consent of Keefe, Bruyette & Woods, Inc. * 24 Powers of Attorney (included in the signature page to the initial filing of this Registration Statement) * 99(a) Form of proxy for the PHFG Special Meeting * 99(b) Form of proxy for the Family Special Meeting * 99(c) Other PHFG solicitation materials * (1) Exhibit is incorporated by reference to the Form 8-K report filed by PHFG with the SEC on June 5, 1996. In addition, the exhibit is attached as an Annex to the Prospectus/Joint Proxy Statement included herein. (2) Exhibit is incorporated by reference to the Form S-4 Registration Statement (No. 33-20243) filed by PHFG with the SEC on February 22, 1988. (3) Exhibit is incorporated by reference to the Form 10-Q report filed by PHFG with the SEC on May 14, 1996. (4) Exhibit is incorporated by reference to the Form 8-K report filed by PHFG with the SEC on February 28, 1995. (5) Exhibit is incorporated by reference to PHFG's Form 10-K report for the year ended December 31, 1995, filed with the SEC on March 29, 1996. (6) Exhibit is incorporated by reference to PHFG's Form 10-K report for the year ended December 31, 1994, filed with the SEC on March 30, 1995 and amended on April 28, 1995.
II-4 8 (7) Exhibit is incorporated by reference to PHFG's Form 10-K report for the year ended December 31, 1990, filed with the SEC on March 23, 1991. (8) Exhibit is incorporated by reference to PHFG's Form 10-K report for the year ended December 31, 1993, filed with the SEC on March 17, 1994. (9) An amendment to the 1986 Stock Option and Stock Appreciation Rights Plan is incorporated by reference to the proxy statement filed by PHFG 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 PHFG with the SEC on March 24, 1993. (10) Exhibit is incorporated by reference to the proxy statement filed by PHFG with the SEC on March 16, 1990. (11) Exhibit is incorporated by reference to the proxy statement filed by PHFG with the SEC on March 24, 1995. (12) Exhibit is incorporated by reference to the Form S-1 Registration Statement (No. 33-53236) filed by PHFG with the SEC on November 23, 1992. (13) Exhibit is incorporated by reference to the proxy statement filed by PHFG with the SEC on March 20, 1996. (14) Exhibit is incorporated by reference to the Form 8-K report filed by PHFG with the SEC on September 13, 1989. * Previously filed. PHFG's management contracts or compensatory plans or arrangements consist of Exhibit Nos. 10(a)-(t) listed above. (b) Financial Statement Schedules. No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes. ITEM 22. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes as follows: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the II-5 9 aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form. (4) That every prospectus (i) that is filed pursuant to paragraph (2) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-6 10 (6) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the questions whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (b) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b) 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (c) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-7 11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Maine on the 10th day of July 1996. PEOPLES HERITAGE FINANCIAL GROUP, INC. By: /s/ William J. Ryan ----------------------------- William J. Ryan Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Robert P. Bahre * Date: July 10, 1996 - ------------------------------------------ Robert P. Bahre Director /s/ Everett W. Gray * Date: July 10, 1996 - ------------------------------------------ Everett W. Gray Director /s/ Andrew W. Greene * Date: July 10, 1996 - ------------------------------------------ Andrew W. Greene Director /s/ Katherine M. Greenleaf * Date: July 10, 1996 - ------------------------------------------ Katherine M. Greenleaf Director /s/ Dana Levenson * Date: July 10, 1996 - ------------------------------------------ Dana Levenson Director /s/ Robert A. Marden, Sr. * Date: July 10, 1996 - ------------------------------------------ Robert A. Marden, Sr. Vice Chairman II-8 12 /s/ Malcolm W. Philbrook, Jr. * Date: July 10, 1996 - ------------------------------------------ Malcolm W. Philbrook, Jr. Director /s/ Pamela P. Plumb * Date: July 10, 1996 - ------------------------------------------ Pamela P. Plumb Vice Chairman /s/ William J. Ryan Date: July 10, 1996 - ------------------------------------------ William J. Ryan Chairman, President and Chief Executive Officer (principal executive officer) /s/ Curtis M. Scribner * Date: July 10, 1996 - ------------------------------------------ Curtis M. Scribner Director /s/ Paul R. Shea * Date: July 10, 1996 - ------------------------------------------ Paul R. Shea Director /s/ Davis P. Thurber * Date: July 10, 1996 - ------------------------------------------ Davis P. Thurber Director /s/ Peter J. Verrill Date: July 10, 1996 - ------------------------------------------ Peter J. Verrill Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) - ------------------ * By William J. Ryan, attorney-in-fact. II-9 13 EXHIBIT INDEX
Exhibit No. Exhibit Location - ----------- ------- -------- 2(a) Agreement and Plan of Merger, dated as of May 30, 1996, among PHFG, PHMC and Family, including the forms of Exhibits A to E thereto (1) 2(b) Stock Option Agreement, dated as of May 30, 1996, between PHFG (as grantee) and Family (as issuer) (1) 2(c) Stock Option Agreement, dated as of May 30, 1996, between PHFG (as issuer) and Family (as grantee) (1) 2(d) Stockholder Agreement, dated as of May 30, 1996 among PHFG and certain shareholders of Family (1) 3(a)(1) Articles of Incorporation of PHFG (2) 3(a)(2) Articles of Amendment to Articles of Incorporation of PHFG (3) 3(b) Bylaws of PHFG (2) 4(a) Specimen Common Stock certificate (2) 4(b) Form of Indenture between PHFG and Mellon Bank, N.A., as trustee (4) 4(c) Form of Debenture due 2000 (4) 5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. regarding legality of securities being registered 8 Opinion of Foley, Hoag & Eliot LLP regarding certain federal income tax consequences 10(a) Amended and Restated Severance Agreement between PHFG and William J. Ryan, dated January 1, 1995 (5) 10(b) Amended and Restated Severance Agreement between PHFG and Peter J. Verrill, dated January 1, 1995 (5) 10(c) Severance Agreement between PHFG and John W. Fridlington, dated January 1, 1995 (6) 10(d) Severance Agreement between PHFG and Henry G. Beyer, dated January 1, 1995 (6) 10(e) Employment Agreement between PHFG and John E. Menario, including the Severance Agreement included as Attachment A, dated June 30, 1995 (5) 10(f) Supplemental Retirement Agreement among PHFG, its subsidiaries and William J. Ryan, dated November 26, 1990 (7)
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Exhibit No. Exhibit Location - ----------- ------- -------- 10(g) Supplemental Retirement Agreement among PHFG, its subsidiaries and John E. Menario, dated November 26, 1990 (7) 10(h) Supplemental Retirement Agreement among PHFG, its subsidiaries and Peter J. Verrill, dated November 26, 1990 (7) 10(i) Supplemental Retirement Agreement among PHFG, its subsidiaries and Henry G. Beyer, dated November 26, 1990 (6) 10(j) Supplemental Retirement Agreement among PHFG, its subsidiaries and John W. Fridlington, dated January 1, 1996 (5) 10(k) Senior Officers' Deferred Compensation Plan, as amended (8) 10(l) Directors' Deferred Compensation Plan, as amended (8) 10(m) 1986 Stock Option and Stock Appreciation Rights Plan (2)(9) 10(n) 1986 Employee Stock Purchase Plan (2)(9) 10(o) Restricted Stock Plan for Non-Employee Directors (10) 10(p) 1995 Stock Option Plan for Non-Employee Directors (11) 10(q)(1) Thrift Incentive Plan (12) 10(q)(2) First Amendment to Thrift Incentive Plan (5) 10(q)(3) Second Amendment to Thrift Incentive Plan (5) 10(r)(1) Profit Sharing Employee Stock Ownership Plan (12) 10(r)(2) First Amendment to Profit Sharing Employee Stock Ownership Plan (5) 10(r)(3) Second Amendment to Profit Sharing Employee Stock Ownership Plan (5) 10(s) 1996 Equity Incentive Plan (13) 10(t) Agreement by and among PHFG, PHB and Robert P. Bahre, dated January 1, 1989 (8) 10(u) Stockholders Rights Agreement, dated September 12, 1989, between PHFG and Mellon Securities Trust Company, as Rights Agent (14) 21 Subsidiaries of PHFG (5)
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Exhibit No. Exhibit Location - ----------- ------- -------- 23(a) Consent of Elias, Matz, Tiernan & Herrick L.L.P. (contained in the opinion included as Exhibit 5) 23(b) Consent of Foley, Hoag & Eliot LLP (contained in the opinion included as Exhibit 8) 23(c) Consent of KPMG Peat Marwick LLP * 23(d) Consent of Wolf & Company, P.C. * 23(e) Consent of McConnell, Budd & Downes, Inc. * 23(f) Consent of Keefe, Bruyette & Woods, Inc. * 24 Powers of Attorney (included in the signature page to the initial filing of this Registration Statement) * 99(a) Form of proxy for the PHFG Special Meeting * 99(b) Form of proxy for the Family Special Meeting * 99(c) Other PHFG solicitation materials * - -------------- (1) Exhibit is incorporated by reference to the Form 8-K report filed by PHFG with the SEC on June 5, 1996. In addition, the exhibit is attached as an Annex to the Prospectus/Joint Proxy Statement included herein. (2) Exhibit is incorporated by reference to the Form S-4 Registration Statement (No. 33-20243) filed by PHFG with the SEC on February 22, 1988. (3) Exhibit is incorporated by reference to the Form 10-Q report filed by PHFG with the SEC on May 14, 1996. (4) Exhibit is incorporated by reference to the Form 8-K report filed by PHFG with the SEC on February 28, 1995. (5) Exhibit is incorporated by reference to PHFG's Form 10-K report for the year ended December 31, 1995, filed with the SEC on March 29, 1996. (6) Exhibit is incorporated by reference to PHFG's Form 10-K report for the year ended December 31, 1994, filed with the SEC on March 30, 1995 and amended on April 28, 1995. (7) Exhibit is incorporated by reference to PHFG's Form 10-K report for the year ended December 31, 1990, filed with the SEC on March 23, 1991. (8) Exhibit is incorporated by reference to PHFG's Form 10-K report for the year ended December 31, 1993, filed with the SEC on March 17, 1994.
3 16 (9) An amendment to the 1986 Stock Option and Stock Appreciation Rights Plan is incorporated by reference to the proxy statement filed by PHFG 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 PHFG with the SEC on March 24, 1993. (10) Exhibit is incorporated by reference to the proxy statement filed by PHFG with the SEC on March 16, 1990. (11) Exhibit is incorporated by reference to the proxy statement filed by PHFG with the SEC on March 24, 1995. (12) Exhibit is incorporated by reference to the Form S-1 Registration Statement (No. 33-53236) filed by PHFG with the SEC on November 23, 1992. (13) Exhibit is incorporated by reference to the proxy statement filed by PHFG with the SEC on March 20, 1996. (14) Exhibit is incorporated by reference to the Form 8-K report filed by PHFG with the SEC on September 13, 1989. * Previously filed. 4 EX-5 2 OPINION OF ELIAS, MATZ, TIERNAN.... 1 EXHIBIT 5 July 10, 1996 Board of Directors Peoples Heritage Financial Group, Inc. One Portland Square Portland, Maine 04112-9540 Re: Registration Statement on Form S-4 5,572,001 Shares of Common Stock Ladies and Gentlemen: We have acted as special counsel to Peoples Heritage Financial Group, Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, of the registration statement on Form S-4 (the "Registration Statement") relating to the issuance of up to 5,572,001 shares of the Company's common stock, $.01 par value per share (the "Shares"), in connection with the proposed acquisition of Family Bancorp ("Family") pursuant to a merger of Family with and into Peoples Heritage Merger Corp., a wholly-owned subsidiary of the Company, all as described in the Registration Statement. As such counsel, we have made such legal and factual examinations and inquiries as we deemed advisable for the purpose of rendering this opinion. Based upon the foregoing, it is our opinion that the Shares, when issued, delivered and sold in the manner described in the Registration Statement, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement, and we consent to the use of our name under the heading "Legal Opinion" in the Prospectus/Joint Proxy Statement constituting a part thereof. ELIAS, MATZ, TIERNAN & HERRICK L.L.P. By: /s/ Gerard L. Hawkins ------------------------------------ Gerard L. Hawkins, a Partner EX-8 3 OPINION OF FOLEY, HOAG & ELIOT LLP 1 EXHIBIT 8 July 10, 1996 Family Bancorp 153 Merrimack Street Haverhill, Massachusetts 01830 Re: Federal Income Taxation of Proposed Merger Ladies and Gentlemen: We have acted as counsel to Family Bancorp, a Massachusetts corporation ("Family"), in connection with the merger (the "Merger") of Family with and into Peoples Heritage Merger Corp. ("Merger Corp."), a Maine corporation and wholly-owned subsidiary of Peoples Heritage Financial Group, Inc., a Maine corporation ("Peoples"), in accordance with the Agreement and Plan of Merger dated as of May 30, 1996, by and among Peoples, Merger Corp. and Family (the "Merger Agreement"). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement. We have examined the law and such papers as deemed necessary to render these opinions, including the Merger Agreement, the joint Proxy Statement of Peoples and Family and the Prospectus of Peoples filed with the Securities and Exchange Commission as part of a Registration Statement on Form S-4 (the "Proxy Statement/Prospectus"). As to questions of fact material to our opinion, we have relied upon representations of Family, Peoples, Merger Corp. and certain Family stockholders contained in letters of even date addressed to us (the "Letters of Representation"), without undertaking to verify the same by independent investigation. The Merger will be consummated pursuant to the Merger Agreement. Under the Merger Agreement, each share of Family common stock par value $.10 per share ("Family Common Stock") (other than Dissenting Shares, if any, and other than Family Common Stock then owned by Family, any Family subsidiary, Peoples, or any Peoples subsidiary (in each case other than in a fiduciary capacity that are beneficially owned by third parties or as a result of debts previously contracted, which shall be cancelled and retired) will be converted into shares of Peoples common stock, par value $.01 per share ("Peoples Common Stock"). As a result of the Merger, Merger Corp., as the surviving institution, will continue to be a wholly-owned subsidiary of Peoples and Family will cease to exist. 2 Family Bancorp July 10, 1996 Page 2 In our examination we have assumed that (i) each entity that is a party to any of the documents (the "Documents") described in the preceding paragraph has been duly organized under the laws of its state or country of organization, is validly existing and in good standing under such laws, and is duly qualified and in good standing in each jurisdiction in which it is required to be qualified to engage in the transactions contemplated by the Documents; (ii) each such entity has full power, authority, capacity and legal right to enter into and perform the terms of the Documents and the transactions contemplated thereby; (iii) the copies or originals of the Documents furnished to us are authentic (if originals) or accurate (if copies), those that are contracts or instruments are enforceable and effective in accordance with their terms against all parities thereto, and all signatures are genuine; (iv) any representations made in the Documents are, and will continue to be, true and complete, and no default exists under any of the Documents; (v) the business and affairs of each of the entities that is a party to any of the Documents will be conducted in accordance with the Documents and all relevant laws; (vi) no actions will be taken, no change in any of the Documents will occur, and no other events will occur, after the date hereof, that would have the effect of altering the facts, Documents or assumptions upon which these opinions are based; and (vii) the business reasons for the Merger, as set forth in the Proxy Statement/Prospectus, will constitute a valid business purpose, within the meaning of Treasury Regulation section 1.368-1(b) and (c), for the Merger. We express no opinion as to the federal income tax consequences other than those described below, if any, to Family, Peoples, and Merger Corp. and their respective stockholders with respect to the Merger or as to any state, local or foreign income or other tax consequences, with respect to the Merger. Based on the foregoing, we are of the opinion, as of the date hereof and under existing law, that for United States federal income tax purposes: 1. The Merger will constitute a reorganization within the meaning of section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Except to the extent of cash received in lieu of fractional shares, as described below, no gain or loss will be recognized by the stockholders of Family upon the receipt in the Merger of shares of Peoples Common Stock in exchange for their shares of Family Common Stock. 3. Cash received in lieu of a fractional share of Peoples Common Stock will be treated as if the fractional share had been distributed in exchange for shares of Family Common Stock and then the fractional share had been redeemed by Peoples. The cash will be treated as a distribution in full payment in exchange for the fractional share interest, 3 Family Bancorp July 10, 1996 Page 3 provided the redemption is not essentially equivalent to a dividend, and will accordingly result in the recognition of gain, if any, measured by the difference between the portion of the basis of the shares of Family Common Stock allocable to such fractional share and the cash received in full payment therefor. If such shares of Family Common Stock are capital assets in the hands of the Family stockholder, then such gain will be capital gain. 4. The aggregate basis of the Peoples Common Stock received by a Family stockholder in the Merger will be the same as the aggregate basis of the Family Common Stock surrendered in exchange therefor. 5. The holding period for each share of Peoples Common Stock received by a Family stockholder in exchange for Family Common Stock will include the period for which such stockholder held such Family Common Stock, so long as the stockholder's Family Common Stock is held as a capital asset at the Effective Time. 6. A Family stockholder who does not vote in favor of the Merger, who exercises dissenters' rights as to all such holder's shares of Family Common Stock and who is not deemed to be an owner of any shares of Family Common Stock held by others will recognize gain or loss measured by the difference between the basis of such stockholder's dissenting shares and the cash received in exchange therefor. Such gain or loss will be capital gain or loss, provided that the holder's dissenting shares are held as a capital asset at the Effective Time. While the accuracy of each representation set forth in the Letters of Representation is essential to these opinions, we call your particular attention to the fact that disposition of Peoples Common Stock received by Family stockholders in the Merger may cause the Merger to become retroactively taxable to each Family stockholder, even those who do not make such dispositions, and to Family. In particular, Family stockholders must not, pursuant to a plan or intent existing prior to the Effective Time, dispose of an amount of Peoples Common Stock to be received in the Merger (including, under certain circumstances, preMerger dispositions of Family Common Stock) such that the Family stockholders do not retain a meaningful continuing equity ownership in Peoples. Generally, so long as the Family stockholders have no plan or intention to dispose of Peoples Common Stock to be received in the Merger that would result in their retention, in the aggregate, of a continuing interest through stock ownership in Peoples that is equal in value, as of the Effective Time to less than fifty percent of the value of all of the formerly outstanding Family Common Stock as of the same date, this requirement will be satisfied. If this requirement is not satisfied, each Family stockholder would recognize gain or loss with respect to each share of Family Common Stock surrendered equal to the difference between (i) the stockholder's basis in the share and (ii) the fair market value of the Peoples Common Stock received in 4 Family Bancorp July 10, 1996 Page 4 exchange therefor plus cash received in lieu of any fractional share interest. In such event, the stockholder's aggregate basis in the shares of Peoples Common Stock received in the exchange would equal the fair market value of such shares, and the stockholders' holding period for such Peoples Common Stock would not include the period during which the stockholder held the Family Common Stock exchanged therefor. In addition, Family would recognize taxable gain in an amount equal to the difference between the fair market value of its assets and its tax basis in such assets. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement on Form S-4 in respect of the shares of Peoples Common Stock to be issued in connection with the Merger, and to the reference to this opinion under the caption "The Merger - Certain Federal Income Tax Consequences" and elsewhere in the Proxy Statement/Prospectus included therein. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, FOLEY, HOAG & ELIOT LLP By: /s/ Richard Schaul-Yoder ------------------------------------ A partner -----END PRIVACY-ENHANCED MESSAGE-----