-----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, UR4qDuEoF3PHOLdNob6M64H9sSVhxDsU1mbBK4n1OX4s7IMs5ZQ6Bb6n4XJ6Z335 iuGlGA9PpV80F24a1BKSNw== 0000950135-96-004258.txt : 19961004 0000950135-96-004258.hdr.sgml : 19961004 ACCESSION NUMBER: 0000950135-96-004258 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961003 SROS: NASD SUBJECT COMPANY: 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: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39860 FILM NUMBER: 96638782 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 FILED BY: 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: SC 13E4/A 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 SC 13E4/A 1 PEOPLES HERITAGE SCHEDULE 13E-4/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13E-4 Issuer Tender Offer Statement (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) Peoples Heritage Financial Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Peoples Heritage Financial Group, Inc. - -------------------------------------------------------------------------------- (Name of Person(s) Filing Statement) Common Stock, $.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 711147 10 8 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) 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 With a Copy to: Gerard L. Hawkins, Esq. Elias, Matz, Tiernan & Herrick L.L.P. 734 15th Street, N.W. Washington, D.C. 20005 (202) 347-0300 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) October 3, 1996 - -------------------------------------------------------------------------------- (Date Amendment to Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE Transaction Valuation Amount of Filing Fee - --------------------- -------------------- $60,000,000* $12,000** - ---------- *For purposes of calculating the fee only. Based on the offer for 2,500,000 shares of Common Stock at the maximum tender offer price of $24.00 per share. **Previously paid. / / Check box if any part of the fee is offset as provided by Rule 240.0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Filing Party: --------------------- --------------------- Form of Registration No.: Date Filed: ------------------- ----------------------- 2 2 This Amendment No. 1 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement"), dated September 10, 1996, filed by Peoples Heritage Financial Group, Inc. (the "Company"), a Maine corporation, relating to the Company's offer to purchase up to 2,500,000 shares of its common stock, par value $.01 per share (together with the associated Preferred Stock Purchase Rights, the "Common Stock" or the "Shares"), at prices not greater than $24.00 nor less than $21.00 per Share upon the terms and conditions set forth in the Offer to Purchase and related Letter of Transmittal (which together constitute the "Offer"), copies of which are attached as Exhibits 9(a)(1) and 9(a)(2), respectively, to the Statement. ITEM 8. ADDITIONAL INFORMATION (a) On October 3, 1996, the Company amended the Offer to provide that the special Odd Lot purchase rules applicable to Odd Lot Owners to avoid proration will include, for purposes of determining the number of shares held, shares allocated to the accounts of participants in the Company's Thrift Incentive Plan ("TIP") and Profit Sharing Employee Stock Ownership Plan ("ESOP"). See "The Offer - Tenders by Owners of Fewer Than 100 Shares" in the Offer to Purchase, dated September 10, 1996. A copy of the letter to participants in the ESOP and the TIP advising them of the amendment to the Offer is included herewith as Exhibit 9(a)(11), which is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Item 9 is hereby amended to add the following Exhibit: (a)(11) Supplemental Letter to Participants in the TIP and the ESOP. 3 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. PEOPLES HERITAGE FINANCIAL GROUP, INC. By: /s/ William J. Ryan ----------------------- William J. Ryan Chairman, President and Chief Executive Officer Date: October 3, 1996 EX-9.(A)(11) 2 SUPPLEMENTAL LETTER TO PARTICIPANTS 1 [PHFG Letterhead] IMMEDIATE ATTENTION REQUIRED October 3, 1996 Re: Direction Concerning Tender of Shares To: Certain Participants in the Thrift Incentive Plan and Profit Sharing Employee Stock Ownership Plan of Peoples Heritage Financial Group, Inc. As a participant in the Peoples Heritage Financial Group, Inc. Thrift Incentive Plan ("TIP) and/or Profit Sharing Employee Stock Ownership Plan ("ESOP"), you have already received materials in connection with the pending offer by the Company to purchase for cash up to 2,500,000 shares of its common stock, par value $.01 per share (including the associated Preferred Stock Purchase Rights, the "Shares") at a price not greater than $24.00 nor less than $21.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 10, 1996 (the "Offer"). This letter is to inform you that the Company has revised the Offer to provide that participants in the TIP and the ESOP may participate in the Offer as Odd Lot Owners (as defined under "The Offer - Tenders by Owners of Fewer than 100 Shares" in the Offer to Purchase) if they beneficially own less than 100 Shares after taking into account all Shares held pursuant to the ESOP and the TIP and any Shares beneficially owned apart from such plans. If more than 2,500,000 Shares are tendered, Odd Lot Owners' Shares will be accepted first for payment by the Company without proration and all Shares held by those who are not Odd Lot Owners will be accepted for payment on a pro rata basis. If you tender as an Odd Lot Owner, you must tender all Shares beneficially owned through the ESOP and the TIP by completing the appropriate Direction Forms previously sent to you, as well as tender all other Shares beneficially owned by you by returning a validly completed Letter of Transmittal. If you have tendered, or intend to tender, Shares held in the ESOP and/or the TIP in the Offer and you beneficially owned less than 100 Shares, inclusive of all Shares beneficially owned through the plans and otherwise, as of the close of business on September 9, 1996, and continue to beneficially own less than 100 Shares, please contact Morrow & Co., Inc., the Information Agent for the Offer, at 1-800-662-5200. This will ensure that you are treated as an Odd Lot Owner if you tender all Shares beneficially owned by you by the Expiration Date. As indicated in the Offer to Purchase, the Expiration Date is 5:00 p.m., New York City time, on Monday, October 7, 1996. Sincerely, William J. Ryan Chairman, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----