-----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, QQ9EqRzqJ1leVl/2ZNu1nKcssnSk2a5wAh1ZJDXOMd505CsZFMm3ekpirTSgOXH0 MNR3f7URmfrDZyKVSt4OLA== 0000950135-98-002749.txt : 19980430 0000950135-98-002749.hdr.sgml : 19980430 ACCESSION NUMBER: 0000950135-98-002749 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980428 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980428 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: SEC FILE NUMBER: 000-16947 FILM NUMBER: 98602758 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 PEOPLES HERITAGE FINANCIAL GROUP, INC. 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 April 28, 1998 - -------------------------------------------------------------------------------- (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) 2 ITEM 5. OTHER EVENTS On April 28, 1998, Peoples Heritage Financial Group, Inc. issued the two press releases included as Exhibits 99(a) and (b) hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) The following exhibits are included with this Report: Exhibit 99(a) Press Release, dated April 28, 1998 Exhibit 99(b) Press Release, dated April 28, 1998 2 3 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. By:/s/ Peter J. Verrill ----------------------- Name: Peter J. Verrill Title: Executive Vice President, Chief Financial Officer and Treasurer Date: April 28, 1998 3 EX-99.A 2 PRESS RELEASE, DATED APRIL 28, 1998 1 EXHIBIT 99(a) PEOPLES HERITAGE FINANCIAL GROUP, INC. ------------- PRESS RELEASE FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION, CONTACT: BRIAN ARSENAULT, VICE PRESIDENT, CORPORATE COMMUNICATIONS (207) 761-8517 PEOPLES HERITAGE ANNOUNCES 2 FOR 1 STOCK SPLIT Portland, Maine, April 28, 1998 -- Peoples Heritage Financial Group, Inc. (NASDAQ:PHBK) announced today that its Board of Directors has approved a two-for-one split of its common stock to all shareholders of record on May 8, 1998, which will be payable on May 18, 1998. The Board of Directors also approved a regular cash dividend based on Company financial performance for the first quarter ended March 31, 1998. As a result of the two-for-one split, the dividend, which would have been 22 cents per share, was set at 11 cents per share. As adjusted for the stock split, the dividend is up 2 cents per share, or 22 percent, from the 9 cent per share dividend declared following the first quarter of 1997. The record and payment dates for the cash dividend will be the same as for the stock split. Dividend payments and additional shares being provided under the terms of the split will be sent to registered shareholders in a combined mailing. "We are very pleased to be able to pay a dividend that once again represents 30 percent or more of net income and to double the number of shares in each shareholder's hands," said William J. Ryan, Chairman, President and Chief Executive Officer. "At more than $50 per share, we felt our stock price had exceeded a comfortable price level for a community banking company. "Local community investors have long been an important part of our shareholder mix and we want them to continue to feel that our stock price is reflective of a community bank." Peoples Heritage Financial Group, Inc., with the recently-completed acquisition of CFX Corporation, is a $10 billion multi-bank and financial services holding company headquartered in Portland, Maine. The Company operates Peoples Heritage Bank with the largest deposit market share in Maine, Bank of New Hampshire with the largest deposit market share in New Hampshire, and Family Bank, the tenth largest bank in Massachusetts. Affiliate banks operate subsidiaries in the areas of trust and investments, leasing, mortgage banking and insurance brokerage. (end) EX-99.B 3 PRESS RELEASE, DATED APRIL 28, 1998 1 EXHIBIT 99(b) PEOPLES HERITAGE FINANCIAL GROUP, INC. ------------- PRESS RELEASE FOR IMMEDIATE RELEASE FOR MORE INFORMATION, CONTACT: BRIAN ARSENAULT, VICE PRESIDENT, CORPORATE COMMUNICATIONS (207) 761-8517 SHAREHOLDERS APPROVE ADDITIONAL SHARES, OTHER PROPOSALS Portland, Maine, April 28, 1998 -- Peoples Heritage Financial Group, Inc. (NASDAQ:PHBK) announced that at its annual meeting held today, shareholders overwhelmingly approved a proposal to increase authorized shares of the Company's common stock from 100 million to 200 million. Shareholders also voted to approve an increase in available shares under the Company's Equity Incentive Plan, to reappoint KPMG Peat Marwick as the Company's independent auditors and to elect the following Directors to three-year terms: * Robert B. Bahre, Chairman of the Board and Chief Executive Officer of New Hampshire International Speedway, Loudon, New Hampshire. * Katherine M. Greenleaf, Principal, Katherine Greenleaf & Associates, Portland, Maine. * Dana S. Levenson, Partner, Levenson Business Group, Portsmouth, New Hampshire, President, Quartro Realty Corp. * Pamela P. Plumb, President, Pamela Plumb & Associates, Portland, Maine. Peoples Heritage Financial Group, Inc., with the recently-completed acquisition of CFX Corporation, is a $10 billion multi-bank and financial services holding company headquartered in Portland, Maine. The Company operates Peoples Heritage Bank with the largest deposit market share in Maine, Bank of New Hampshire with the largest deposit market share in New Hampshire, and Family Bank, the tenth largest bank in Massachusetts. Affiliate banks operate subsidiaries in the areas of trust and investments, leasing, mortgage banking and insurance brokerage. (end) -----END PRIVACY-ENHANCED MESSAGE-----