-----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, R6/AGOnsPwrz6E9RisFRMDeovozpOGfhouCzn9aLeG9GNJXTg4FM5R5i8A9aDrjH X1d+UlSm3hlpo0I5sdg1sA== 0000950135-97-001678.txt : 19970407 0000950135-97-001678.hdr.sgml : 19970407 ACCESSION NUMBER: 0000950135-97-001678 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970404 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: 333-23991 FILM NUMBER: 97574752 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES HERITAGE CAPITAL TRUST I CENTRAL INDEX KEY: 0001036999 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-23991-01 FILM NUMBER: 97574753 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 STREET 2: ONE PORTLAND SQ CITY: PORTLAND STATE: ME ZIP: 04112-9540 S-4/A 1 PEOPLES HERITAGE FORM S-4 (AMENDMENT #1) 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1997 REGISTRATION NO. 333-23991 333-23991-01 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. PEOPLES HERITAGE CAPITAL TRUST I (Exact name of Registrant as specified in its charter) (Exact name of Registrant as specified in its trust agreement) MAINE DELAWARE (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) 6712 6719 (Primary Standard Industrial (Primary Standard Industrial Classification Code Number) Classification Code Number) 01-0437984 04-6825779 (I.R.S. Employer (I.R.S. Employer Identification No.) Identification No.)
ONE PORTLAND SQUARE PORTLAND, MAINE 04112 (207) 761-8500 (Address, including zip code, and telephone number, including area code, of Registrants' principal executive offices) WILLIAM J. RYAN CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER PEOPLES HERITAGE FINANCIAL GROUP, INC. ONE PORTLAND SQUARE PORTLAND, MAINE 04112-9540 (207) 761-8500 (Name, address, including zip code, and telephone number, including area code, of agents for service) COPIES TO: GERARD L. HAWKINS, ESQ. MITCHELL KLEINMAN, ESQ. ELIAS, MATZ, TIERNAN & HERRICK L.L.P. BROWN & WOOD LLP 734 15TH STREET, N.W. ONE WORLD TRADE CENTER WASHINGTON, D.C. 20005 NEW YORK, NEW YORK 10048 Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS 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 THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. 2 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 719 of the Maine Business Corporation Act ("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 Section 719. Article VI of the Bylaws of the Corporation provides that the directors, officers, employees and agents of the Corporation 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 the Corporation. In addition, the Corporation carries a liability insurance policy for its directors and officers. II-1 3 ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.1 Indenture of the Corporation relating to the Junior Subordinated Debentures* 4.2 Form of Certificate of New Junior Subordinated Debenture (included as Exhibit A to Exhibit 4.1)* 4.3 Certificate of Trust of Peoples Heritage Capital Trust I* 4.4 Amended and Restated Declaration of Trust of Peoples Heritage Capital Trust I* 4.5 Form of New Capital Security Certificate for Peoples Heritage Capital Trust I* 4.6 Form of New Guarantee of the Corporation relating to the New Capital Securities* 4.7 Registration Rights Agreement* 5.1 Opinion and consent of Elias, Matz, Tiernan & Herrick L.L.P. as to legality of the New Junior Subordinated Debentures and the New Guarantee to be issued by the Corporation 5.2 Opinion of Richards, Layton & Finger as to legality of the New Capital Securities to be issued by Peoples Heritage Capital Trust I 8 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to certain federal income tax matters 12.1 Computation of ratio of earnings to fixed charges (excluding interest on deposits)* 12.2 Computation of ratio of earnings to fixed charges (including interest on deposits)* 23.1 Consent of KPMG Peat Marwick LLP* 23.2 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in Exhibit 5.1) 23.3 Consent of Richards, Layton & Finger (included in Exhibit 5.2) 24 Power of Attorney of certain officers and directors of the Corporation (located on the signature page hereto)* 25.1 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Indenture* 25.2 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Declaration of Trust of Peoples Heritage Capital Trust I* 25.3 Form T-1 Statement of Eligibility of The Bank of New York under the New Guarantee for the benefit of the holders of New Capital Securities of Peoples Heritage Capital Trust I* 99.1 Form of Letter of Transmittal* 99.2 Form of Notice of Guaranteed Delivery*
- -------- * Previously filed. ITEM 22. UNDERTAKINGS Each of the undersigned Registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of a 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 this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Each of the undersigned Registrants hereby also undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: II-2 4 (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 this Registration Statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by a Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) that, for the purpose 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. (3) 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each undersigned Registrant pursuant to the provisions, or otherwise, each 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 each undersigned Registrant of expenses incurred or paid by a director, officer of controlling person of each 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, each Registrant will, unless in the opinion of its counsel the matter has been settled by the controlling precedent, submit to a court of appropriate jurisdiction the question 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. Each of the undersigned Registrants hereby undertakes to respond to requests for information that is incorporated by reference into the Prospectus pursuant to Item 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. Each of the undersigned Registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired or involved therein, that was not the subject of and included in the registration statement when it became effective. II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Peoples Heritage Financial Group, Inc. certifies that it has reasonable grounds that it meets all of the requirements for filing on Form S-4 and 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 3rd day of April 1997. 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. Each of the directors and/or officers of Peoples Heritage Financial Group, Inc. whose signature appears below hereby appoints William J. Ryan and Peter J. Verrill, and each of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below and to file with the Securities and Exchange Commission any and all amendments, including post-effective amendments, to this Registration Statement on Form S-4, making such changes in the Registration Statement as appropriate, and generally to do all such things in their behalf in their capacities as directors and/or officers to enable Peoples Heritage Financial Group, Inc. to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission. /s/ Robert P. Bahre* Date: April 3, 1997 - ---------------------------------------- Robert P. Bahre Director /s/ Everett W. Gray* Date: April 3, 1997 - ---------------------------------------- Everett W. Gray Director /s/ Andrew W. Greene* Date: April 3, 1997 - -------------------------------------- Andrew W. Greene Director /s/ Katherine M. Greenleaf* Date: April 3, 1997 - --------------------------------------- Katherine M. Greenleaf Director /s/ Dana S. Levenson* Date: April 3, 1997 - ---------------------------------------- Dana S. Levenson Director II-4 6 /s/ Robert A. Marden, Sr.* Date: April 3, 1997 - ---------------------------------------- Robert A. Marden, Sr. Vice Chairman /s/ Malcolm W. Philbrook, Jr.* Date: April 3, 1997 - --------------------------------------- Malcolm W. Philbrook, Jr. Director /s/ Pamela P. Plumb* Date: April 3, 1997 - ----------------------------------------- Pamela P. Plumb Vice Chairman /s/ William J. Ryan Date: April 3, 1997 - ------------------------------------------- William J. Ryan Chairman, President and Chief Executive Officer (principal executive officer) /s/Curtis M. Scribner* Date: April 3, 1997 - ------------------------------------------ Curtis M. Scribner Director /s/ Paul R. Shea* Date: April 3, 1997 - ------------------------------------------- Paul R. Shea Director /s/ Davis P. Thurber* Date: April 3, 1997 - ------------------------------------------ Davis P. Thurber Director /s/ John E. Veasey* Date: April 3, 1997 - ------------------------------------------ John E. Veasey Director /s/ Peter J. Verrill* Date: April 3, 1997 - --------------------------------------------- Peter J. Verrill Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer (principal financial and accounting officer) - ---------- * By William J. Ryan, attorney-in-fact II-5 7 Pursuant to the requirements of the Securities Act of 1933, Peoples Heritage Capital Trust I certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-4 and 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 3rd day of April 1997. PEOPLES HERITAGE CAPITAL TRUST I By: /s/ William J. Ryan --------------------------------- William J. Ryan Administrative Trustee By: /s/ Peter J. Verrill --------------------------------- Peter J. Verrill Administrative Trustee By: /s/ Carol L. Mitchell --------------------------------- Carol L. Mitchell Administrative Trustee II-6 8 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.1 Indenture of the Corporation relating to the Junior Subordinated Debentures* 4.2 Form of Certificate of New Junior Subordinated Debenture (included as Exhibit A to Exhibit 4.1)* 4.3 Certificate of Trust of Peoples Heritage Capital Trust I* 4.4 Amended and Restated Declaration of Trust of Peoples Heritage Capital Trust I* 4.5 Form of New Capital Security Certificate for Peoples Heritage Capital Trust I* 4.6 Form of New Guarantee of the Corporation relating to the New Capital Securities* 4.7 Registration Rights Agreement* 5.1 Opinion and consent of Elias, Matz, Tiernan & Herrick L.L.P. as to legality of the New Junior Subordinated Debentures and the New Guarantee to be issued by the Corporation 5.2 Opinion of Richards, Layton & Finger as to legality of the New Capital Securities to be issued by Peoples Heritage Capital Trust I 8 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to certain federal income tax matters 12.1 Computation of ratio of earnings to fixed charges (excluding interest on deposits)* 12.2 Computation of ratio of earnings to fixed charges (including interest on deposits)* 23.1 Consent of KPMG Peat Marwick LLP* 23.2 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in Exhibit 5.1) 23.3 Consent of Richards, Layton & Finger (included in Exhibit 5.2) 24 Power of Attorney of certain officers and directors of the Corporation (located on the signature page hereto)* 25.1 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Indenture* 25.2 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Declaration of Trust of Peoples Heritage Capital Trust I* 25.3 Form T-1 Statement of Eligibility of The Bank of New York under the New Guarantee for the benefit of the holders of New Capital Securities of Peoples Heritage Capital Trust I* 99.1 Form of Letter of Transmittal* 99.2 Form of Notice of Guaranteed Delivery*
- -------- * Previously filed. EX-5.1 2 OPINION & CONSENT OF ELIAS, MATZ, TIERNAN, HERRICK 1 EXHIBIT 5.1 Law Offices ELIAS, MATZ, TIERNAN & HERRICK L.L.P. 12th Floor 734 15th Street, N.W. Washington, D.C. 20005 Telephone (202) 347-0300 April 4, 1997 Board of Directors Peoples Heritage Financial Group, Inc. One Portland Square P.O. Box 9540 Portland, Maine 04112-9540 Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933, as amended (the "Act"), of $100,000,000 aggregate principal amount of Junior Subordinated Deferrable Interest Debentures (the "Debt Securities") of Peoples Heritage Financial Group, Inc., a Maine corporation (the "Corporation"), $100,000,000 aggregate liquidation amount of Capital Securities (the "Capital Securities") of Peoples Heritage Capital Trust I, a business trust created under the laws of the State of Delaware (the "Issuer"), and the Guarantee with respect to the Capital Securities (the "Guarantee") to be executed and delivered by the Corporation for the benefit of the holders from time to time of the Capital Securities, we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, when: (i) the Registration Statement relating to the Debt Securities, the Capital Securities and the Guarantee has become effective under the Act; (ii) the Guarantee Agreement relating to the Guarantee with respect to the Capital Securities of the Issuer has been duly executed and delivered; (iii) the Debt Securities have been duly executed and authenticated in accordance with the Indenture and issued and delivered as contemplated in the Registration Statement; and 2 Board of Directors April 4, 1997 Page 2 (iv) the Capital Securities have been duly executed in accordance with the Amended and Restated Declaration of Trust of the Issuer and issued and delivered as contemplated in the Registration Statement, the Debt Securities and the Guarantee relating to the Capital Securities of the Issuer will constitute valid and legally binding obligations of the Corporation, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the laws of the State of Maine, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We understand that you have received an opinion regarding the Capital Securities from Richards, Layton & Finger, LLP, special Delaware counsel for the Corporation and the Issuer. We are expressing no opinion with respect to the matters contained in such opinion. Also, we have relied as to certain matters on information obtained from public officials, officers of the Corporation and other sources believed by us to be responsible. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading "Validity of New Securities" in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, ELIAS, MATZ, TIERNAN & HERRICK L.L.P By: /s/Gerard L. Hawkins ---------------------------------------- Gerard L. Hawkins, a Partner EX-5.2 3 OPINION OF RICHARDS, LAYTON & FINGER 1 EXHIBIT 5.2 [Letterhead of Richards, Layton & Finger] April 4, 1997 Peoples Heritage Capital Trust I c/o Peoples Heritage Financial Group, Inc. One Portland Square Portland, Maine 04112 Re: Peoples Heritage Capital Trust I Ladies and Gentlemen: We have acted as special Delaware counsel for Peoples Heritage Financial Group, Inc., a Maine corporation (the "Company"), and Peoples Heritage Capital Trust I, a Delaware business trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following: (a) The Certificate of Trust of the Trust, dated as of January 24, 1997 (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on January 27, 1997; (b) The Declaration of Trust of the Trust, dated as of January 24, 1997, between the Company and the trustee of the Trust named therein; (c) The Amended and Restated Declaration of Trust of the Trust, dated as of January 31, 1997, including Annex I and Exhibits A-1 and A-2 thereto (the "Declaration"), among the Company, as Sponsor, the trustees of the Trust named therein, and the holders, from time to time, of undivided beneficial interests in the assets of the Trust; (d) The Registration Statement on Form S-4 (the "Original Registration Statement"), including a preliminary prospectus (the "Prospectus"), relating to the 9.06% Capital Securities of the Trust representing undivided beneficial interests in the assets of the Trust (each, a "Capital Security" and collectively, the "Capital Securities"), as filed by the Company and the Trust with the Securities and Exchange Commission on March 26, 1997, as amended by Amendment No. 1 to the Original Registration Statement, as proposed to be filed by the Company and the Trust with the Securities and Exchange Commission on or about April 4, 1997 (as so amended, the "Registration Statement"); and (e) A Certificate of Good Standing for the Trust, dated April 4, 1997, obtained from the Secretary of State; 2 Peoples Heritage Capital Trust I April 4, 1997 Page 2 Initially capitalized terms used herein and not otherwise defined are used as defined in the Declaration. For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (e) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures. For purposes of this opinion, we have assumed (i) that the Declaration constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, and that the Declaration and the Certificate are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, the due creation or due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Capital Security is to be issued by the Trust (collectively, the "Capital Security Holders") of a certificate (substantially in the form attached as Exhibit A-1 to the Declaration) evidencing the Capital Security and the payment for the Capital Security acquired by it, in accordance with the Declaration and the Registration Statement, and (vii) that the Capital Securities are issued and sold to the Capital Security Holders in accordance with the Declaration and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents. This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating 3 Peoples Heritage Capital Trust I April 4, 1997 Page 3 thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect. Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: 1. The Trust has been duly created and is validly existing in good standing as a business trust under the Business Trust Act. 2. The Capital Securities will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 3. The Capital Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Capital Security Holders may be obligated to make payments as set forth in the Declaration. We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading "Validity of New Securities" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose. Very truly yours, /s/ Richards, Layton & Finger EX-8 4 OPINION OF ELIAS, MATZ, TIERNAN & HERRICK 1 EXHIBIT 8 Law Offices ELIAS, MATZ, TIERNAN & HERRICK L.L.P. 12th Floor 734 15th Street, N.W. Washington, D.C. 20005 Telephone (202) 347-0300 April 4, 1997 Board of Directors Peoples Heritage Financial Group, Inc. One Portland Square P.O. Box 9540 Portland, Maine 04112-9540 Ladies and Gentlemen: As special federal tax counsel to Peoples Heritage Capital Trust I (the "Issuer") and Peoples Heritage Financial Group, Inc. in connection with the exchange offer by the Issuer of $100,000,000 of its 9.06% Capital Securities pursuant to the prospectus (the "Prospectus") contained in the Registration Statement for the Exchange Offer, and assuming (i) the holder of the Common Securities of the Issuer will have "substantial assets" (other than the Common Securities) within the meaning of Treasury Regulations Section 301.7701-2(d)(2) and (ii) the operative documents described in the Prospectus will be performed in accordance with the terms described therein, we hereby confirm to you our opinion as set forth under the heading "Certain Federal Income Tax Consequences" in the Prospectus, subject to the limitations set forth therein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading "Certain Federal Income Tax Consequences" in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, ELIAS, MATZ, TIERNAN & HERRICK L.L.P By: /s/Gerard L. Hawkins --------------------------------------- Gerard L. Hawkins, a Partner -----END PRIVACY-ENHANCED MESSAGE-----