-----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, A0iN2wUwRiLFuI5iNsUJck7cTRPlN79kMoFV8SiWm17MMsVyk58Ygn8i3RNulvUu OhKd8nEjf4vApzidKLaXeg== 0000950135-96-004385.txt : 19961017 0000950135-96-004385.hdr.sgml : 19961017 ACCESSION NUMBER: 0000950135-96-004385 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961016 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: 96643994 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 NO.2 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 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 7, 1996 - -------------------------------------------------------------------------------- (Date Tender Offer, Proration Period and Withdrawal Rights Expired) 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. 2 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 a purchase price 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 1. Security and Issuer The Offer expired at 5:00 p.m., New York City time, on Monday, October 7, 1996. Pursuant to the Offer, the Company purchased 2,500,000 Shares at a Purchase Price of $24.00 per Share. The final proration factor for the Offer is 71.7%. ITEM 8. Additional Information (a) On October 8, 1996, the Company issued a press release announcing the preliminary results of the Offer, a copy of which is attached hereto as Exhibit 9(a)(12), which is incorporated herein by reference. On October 16, 1996, the Company issued a press release announcing the final results of the Offer, a copy of which is attached hereto as Exhibit 9(a)(13), which is incorporated herein by reference. ITEM 9. Material to be Filed as Exhibits Item 9 is hereby amended to add the following Exhibits: (a)(12) Press Release, dated October 8, 1996. (a)(13) Press Release, dated October 16, 1996. 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 16, 1996 EX-99.A12 2 PRESS RELEASE DATED OCTOBER 8, 1996 1 EXHIBIT 9(a)(12) PEOPLES HERITAGE ANNOUNCES COMPLETION OF DUTCH AUCTION SELF TENDER OFFER Portland, Maine; October 8, 1996. Peoples Heritage Financial Group, Inc. (NASDAQ:PHBK) announced today that its self tender offer was completed at 5:00 p.m., on Monday, October 7, 1996. Based upon preliminary results, the Company expects to purchase 2,500,000 shares of Common Stock or approximately 72% of the shares tendered in the offer at $24 per share. The 2,500,000 shares represent approximately 9.9% of the Company's outstanding Common Stock. The tender offer is being conducted by Peoples Heritage in connection with its proposed acquisition of Family Bancorp (NASDAQ:FMLY), which is anticipated to be completed by year end following the receipt of all required regulatory approvals. Based on outstanding shares of Family common stock and options to purchase such stock, a maximum of 5,572,001 shares of Common Stock will be issuable by the Company upon completion of the acquisition of Family Bancorp. The determination of the actual purchase price and final proration factor is subject to final confirmation of proper delivery of shares tendered and not withdrawn, including payment for shares tendered by the guaranteed delivery procedure. Payment for shares accepted for payment and return of all shares tendered but not accepted for payment will occur as soon as practicable after determination of the final proration factor. Peoples Heritage Financial Group is a $4.4 billion banking and financial services holding company headquartered in Portland, Maine. The Company's Maine banking subsidiary, Peoples Heritage Bank, operates 62 banking offices throughout the state. Its New Hampshire banking subsidiary, Bank of New Hampshire, operates 44 banking offices throughout the state. Family Bancorp is the holding company for Family Bank, which operates 17 banking offices in northeastern Massachusetts and six banking offices in southern New Hampshire. EX-99.A13 3 PRESS RELEASE DATED OCTOBER 16, 1996 1 EXHIBIT 9(a)(13) PEOPLES HERITAGE ANNOUNCES FINAL RESULTS OF DUTCH AUCTION SELF TENDER OFFER Portland, Maine; October 16, 1996. Peoples Heritage Financial Group, Inc. (NASDAQ:PHBK) announced today the final results of its self tender offer. The tender offer was completed at 5:00 p.m., on Monday, October 7, 1996. The Company purchased 2,500,000 shares of its Common Stock at a purchase price of $24.00 per share. The final proration factor for the tender offer is 71.7%. The depositary for the tender offer, American Stock Transfer and Trust Company, will issue payment on Wednesday, October 16, 1996 for the shares accepted under the tender offer. The tender offer was conducted by Peoples Heritage in connection with its proposed acquisition of Family Bancorp (NASDAQ:FMLY), which is anticipated to be completed by year end following the receipt of all required regulatory approvals. Based on outstanding shares of Family common stock and options to purchase such stock, a maximum of 5,572,001 shares of Common Stock will be issuable by the Company upon completion of the acquisition of Family Bancorp. Peoples Heritage Financial Group is a $4.4 billion banking and financial services holding company headquartered in Portland, Maine. The Company's Maine banking subsidiary, Peoples Heritage Bank, operates 62 banking offices throughout the state. Its New Hampshire banking subsidiary, Bank of New Hampshire, operates 44 banking offices throughout the state. Family Bancorp is the holding company for Family Bank which operates 17 banking offices in northeastern Massachusetts and six banking offices in southern New Hampshire. -----END PRIVACY-ENHANCED MESSAGE-----