-----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, T/CgExk8T5cfPnd/V73ohevmsTveWfyJ6gLocwn/oB2mDYntD/CCCTUbNZu56gbV bSXVju28DyegHJWTRUyXFA== 0000950135-96-005245.txt : 19961210 0000950135-96-005245.hdr.sgml : 19961210 ACCESSION NUMBER: 0000950135-96-005245 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961206 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961209 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: 96677495 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 CURRENT REPORT DATED 12/6/96 1 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 December 6, 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) Exhibit Index appears on page 6. 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS ------------------------------------ On December 6, 1996, following receipt of all required regulatory and stockholder approvals, Peoples Heritage Financial Group, Inc. ("PHFG") completed the acquisition of Family Bancorp ("Family") pursuant to an Agreement and Plan of Merger, dated as of May 30, 1996, among PHFG, Peoples Heritage Merger Corp. ("PHMC"), a wholly-owned subsidiary of PHFG, and Family (the "Agreement"). The acquisition was effected by means of the merger of Family with and into PHMC (the "Merger"). Upon consummation of the Merger, each share of common stock, par value $0.10 per share, of Family ("Family Common Stock"), outstanding immediately prior thereto was converted into the right to receive 1.26 shares of Common Stock, par value $0.01 per share, of PHFG ("PHFG Common Stock"), plus cash in lieu of any fractional share interest. Based on 4,349,472 shares of Family Common Stock outstanding, a maximum of 5,480,335 shares of PHFG Common Stock are being issued as a result of consummation of the Merger. A total of 2,500,000 of these shares of PHFG Common Stock were acquired by PHFG pursuant to the terms of an issuer tender offer which terminated on October 7, 1996 and thus will be issued from PHFG's treasury. Pursuant to the Agreement, options to purchase 72,750 shares of Family Common Stock which were effective and outstanding immediately prior to consummation of the Merger were converted into options to purchase approximately 91,665 shares of PHFG Common Stock. For additional information, reference is made to Item 7 below. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND --------------------------------------------------------- EXHIBITS -------- (a) The following audited consolidated financial statements of Family are incorporated by reference to the Report on Form 10-K for the year ended December 31, 1995 filed by Family with the Securities and Exchange Commission: Consolidated Balance Sheets - December 31, 1995 and 1994 Consolidated Statements of Income - Years ended December 31, 1995, 1994 and 1993 Consolidated Statements of Changes in Shareholders' Equity - Years ended December 31, 1995, 1994 and 1993 Consolidated Statements of Cash Flows - Years ended December 31, 1995, 1994 and 1993 Notes to Consolidated Financial Statements 2 3 The following unaudited consolidated financial statements of Family are incorporated by reference to the Report on Form 10-Q for the three months ended June 30, 1996 filed by Family with the Securities and Exchange Commission: Consolidated Balance Sheets - June 30, 1996 and December 31, 1995 Consolidated Statements of Income - Three and six months ended June 30, 1996 Consolidated Statements of Changes in Stockholders' Equity - Six months ended June 30, 1996 Consolidated Statements of Cash Flows - Six months ended June 30, 1996 Notes to Consolidated Financial Statements (b) The information contained under "Pro Forma Combined Consolidated Financial Information" in the Offer to Purchase, dated September 10, 1996, included in the Schedule 13E-4 filed by PHFG with the Securities and Exchange Commission on September 10, 1996 is hereby incorporated herein by reference. (c) The following exhibits are filed with or are incorporated by reference in this Current Report on Form 8-K: Exhibit Description Location ------- ----------- -------- Number ------ 2 Agreement and Plan of Merger, (1) dated as of May 30, 1996, among PHFG, PHMC and Family 10(a) Stock Option Agreement, dated as (1) of May 30, 1996, between PHFG (as grantee) and Family (as issuer) 10(b) Stock Option Agreement, dated as (1) of May 30, 1996, between PHFG (as issuer) and Family (as grantee) 10(c) Stockholder Agreement, dated as (1) of May 30, 1996, among PHFG and certain stockholders of Family 3 4 Exhibit Description Location ------- ----------- -------- Number ------ 20(a) Press Release issued on May 31, (1) 1996 with respect to the Agreement 20(b) Press release issued on December 9, 1996 with respect to consummation of the Merger - ---------------------- (1) Incorporated by reference to the Current Report on Form 8-K filed by PHFG with the Securities and Exchange Commission on June 5, 1996. 4 5 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: December 6, 1996 By: /s/ Peter J. Verrill ------------------------------------------- Peter J. Verrill Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer 5 6 EXHIBIT INDEX Exhibit Description Location ------- ----------- -------- Number ------ 2 Agreement and Plan of Merger, (1) dated as of May 30, 1996, among PHFG, PHMC and Family 10(a) Stock Option Agreement, dated as (1) of May 30, 1996, between PHFG (as grantee) and Family (as issuer) 10(b) Stock Option Agreement, dated as (1) of May 30, 1996, between PHFG (as issuer) and Family (as grantee) 10(c) Stockholder Agreement, dated as (1) of May 30, 1996, among PHFG and certain stockholders of Family 20(a) Press Release issued on May 31, (1) 1996 with respect to the Agreement 20(b) Press release issued on December 9, 1996 with respect to consummation of the Merger - --------------------- (1) Incorporated by reference to the Current Report on Form 8-K filed by PHFG with the Securities and Exchange Commission on June 5, 1996. 6 EX-20.B 2 PRESS RELEASE DATED 12/9/96 1 EXHIBIT 20(b) PEOPLES HERITAGE FINANCIAL GROUP, INC. NEWS RELEASE For Immediate Release For Further Information, Contact Brian Arsenault, Corporate Communications Officer (207) 761-8517 Peoples Heritage Completes Acquisition of Family Bancorp Portland, Maine, December 9, 1996 -- Peoples Heritage Financial Group, Inc. (NASDAQ:PHBK) announced today that it finalized the acquisition of Family Bancorp (NASDAQ:FMLY) at the close of business on Friday, December 6. As a result of the acquisition of Family Bancorp, Peoples Heritage is a $5.4 billion banking and financial services company operating in three states. The Company's Maine banking subsidiary, Peoples Heritage Bank, operates 65 banking offices throughout the state and has the number two market position. Its New Hampshire banking subsidiary, Bank of New Hampshire, operates 44 branches throughout the state and has the number three market position. Family Bank operates 17 branches in northeastern Massachusetts and six branches in southern New Hampshire. Family has the top market position in most of the communities in which it has banking offices. "Family Bank is an excellent fit with our Company," said William J. Ryan, Peoples Heritage Chairman, President and Chief Executive Officer. "We have now achieved a strong northern New England banking presence that runs from Maine down through New Hampshire and into northeastern Massachusetts, a region of small cities and towns that respond well to our style of banking." Peoples Heritage Financial Group, Inc., headquartered in Portland, Maine, had pre-Family Bancorp merger assets of $4.5 billion. Family Bancorp, headquartered in Haverhill, Massachusetts, had pre-merger assets of $925 million. -----END PRIVACY-ENHANCED MESSAGE-----