-----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, VbHJpQKrtbmV9yOdD6y1IqFJkiszWImHB3bQ6UYjXz/pkmyBDXHLHoV6oLqQwWXI AhxWLC0or2s73+TkA406Ng== 0000950135-98-006197.txt : 19981211 0000950135-98-006197.hdr.sgml : 19981211 ACCESSION NUMBER: 0000950135-98-006197 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES HERITAGE FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000829750 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 010437984 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-67961 FILM NUMBER: 98766670 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 S-3/A 1 PEOPLES HERITAGE FINANCIAL GROUP, INC. 1 As filed with the Securities and Exchange Commission on December 10, 1998 Registration No. 333-67961 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PEOPLES HERITAGE FINANCIAL GROUP, INC. ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Maine 6120 01-0437984 - ------------------------ ------------------------- ------------------- (State or other juris- (Primary Standard (I.R.S. Employer diction of incorporation Industrial Classification Identification No.) or organization) Code No.) P.O. Box 9540 One Portland Square Portland, Maine 04112-9540 (207) 761-8500 -------------- (Address, including zip code and telephone number, including area code, of Registrant's principal executive offices) 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 (207) 761-8500 -------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) 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 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and the registrant's pending acquisition of A.D. Davis, Incorporated is consummated. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ---------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 PROSPECTUS 186,377 SHARES PEOPLES HERITAGE FINANCIAL GROUP, INC. COMMON STOCK This Prospectus relates to the public offering, which is not being underwritten, of up to 186,377 shares (the "Offered Stock") of Common Stock, par value $0.01 per share (the "Common Stock"), of Peoples Heritage Financial Group, Inc. (the "Company") which may be offered from time to time for the account of the selling stockholders named herein (the "Selling Stockholders"). The shares of Offered Stock will be issued to the Selling Stockholders in connection with the Company's acquisition of A.D. Davis, Incorporated ("A.D. Davis") pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(2) thereof. The Company will not receive any of the proceeds from the sale of shares of Offered Stock by the Selling Stockholders. The shares of Offered Stock may be offered and sold from time to time by the Selling Stockholders directly or through broker-dealers who may act solely as agents, or who may acquire shares as principals. The distribution of the shares of Offered Stock may be effected in one or more transactions that may take place through the Nasdaq Stock Market, including block trades or ordinary broker's transactions, or through privately-negotiated transactions, or in accordance with Rule 144 under the Securities Act, or through a combination of any such method of sale, at market prices or at negotiated prices. Usual and customary or negotiated brokerage fees or commissions may be paid by the Selling Stockholders in connection with such sales. The Selling Stockholders and any dealers or agents that participate in the distribution of the Offered Stock may be deemed to be "underwriters" within the meaning of the Securities Act, and any profit on the sale of the Offered Stock by them and any commissions received by any such dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. See "Plan of Distribution." The Common Stock is traded on the Nasdaq Stock Market's National Market under the symbol "PHBK." On December 9, 1998, the last sale price of the Common Stock as reported on the Nasdaq Stock Market's National Market was $19.56. SEE "RISK FACTORS" BEGINNING ON PAGE FOUR FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED CAREFULLY BY PROSPECTIVE INVESTORS IN THE COMMON STOCK OFFERED HEREBY. ---------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------- THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR INSTRUMENTALITY. The date of this Prospectus is December 10, 1998. 3 WHERE YOU CAN FIND MORE INFORMATION The Company files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). You may read and copy any reports, proxy statements or other information filed by the Company at the Commission's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. You can request copies of these documents, upon payment of a duplicating fee, by writing to the Commission. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the Commission's public reference rooms. The Company's filings with the Commission are also available to the public from document retrieval services and at the Commission Internet website (http://www.sec.gov). The Company has filed with the Commission a Registration Statement on Form S-3 (together with all amendments and exhibits, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations thereunder. This Prospectus is a part of the Registration Statement. As permitted by the Securities Act, this Prospectus does not contain all of the information you can find in the Registration Statement. The Registration Statement is available for inspection and copying as set forth above. The Commission allows the Company to "incorporate by reference" into this Prospectus, which means that the Company can disclose important information to you by referring you to another document filed separately with the Commission. The information incorporated by reference is considered to be part of this Prospectus, except for any information superseded by information contained in later-filed documents incorporated by reference in this Prospectus. The Company incorporates by reference the documents filed by it with the Commission listed below and any future filings made by it with the Commission prior to the termination of the offering made hereby under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Company Filings (File No. 0-16947) Period/Date - ---------------------------------- ----------- Annual Report on Form 10-K Year ended December 31, 1997 Quarterly Report on Form 10-Q Quarters ended March 31, 1998; June 30, 1998 and September 30, 1998 Current Reports on Form 8-K Filed on April 22, April 28, July 20, as amended on July 24, and July 23, 1998 You may request a copy of these filings, at no cost, by writing or telephoning the Company at the following address: 2 4 Peoples Heritage Financial Group, Inc. P.O. Box 9540 One Portland Square Portland, Maine 04112-9540 Attention: Brian Arsenault (207) 761-8517 YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. THE COMPANY HAS NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM THAT WHICH IS CONTAINED IN THIS PROSPECTUS. MOREOVER, NO OFFER OF THE COMMON STOCK IS BEING MADE IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS SPEAKS ONLY AS OF ITS DATE UNLESS THE INFORMATION SPECIFICALLY INDICATES THAT ANOTHER DATE APPLIES. 3 5 RISK FACTORS Prospective investors should consider carefully the following factors in addition to the other information included or incorporated by reference in this Prospectus before making an investment in the Common Stock. Certain statements contained or incorporated by reference herein are not based on historical facts and are "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements, which are based on various assumptions (some of which are beyond the Company's control), may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as "anticipate," "believe," "commitment," "consider," "continue," "could," "encourage," "estimate," "expect," "intend," "may," "plan," "present," "propose," "prospect," "will," future or conditional verb tenses, similar terms, variations on such terms or negatives of such terms. Although the Company believes that the anticipated results or other expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that those results or expectations will be attained. Actual results could differ materially from those indicated in such statements due to risks, uncertainties and changes with respect to a variety of factors, including, but not limited to, those described below and other factors generally affecting the banking industry. Some, but not all, of these risks are summarized below as well as in the Company's reports and filings with the Commission, including its periodic reports under the Exchange Act. The Company does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. Risks Related to Certain Lending Activities The Company's lending activities include loans secured by existing multi-family residential and commercial real estate. In addition, from time to time the Company originates loans for the construction of multi-family residential real estate and land acquisition and development loans. Multi-family residential, commercial real estate and construction lending generally is considered to involve a higher degree of risk than single-family residential lending due to a variety of factors, including generally larger loan balances, the dependency on successful completion or operation of the project for repayment, the difficulties in estimating construction costs and loan terms which often do not require full amortization of the loan over its term and, instead, provide for a balloon payment at stated maturity. There can be no assurance that the Company's multi-family residential, commercial real estate and construction lending activities will not be adversely affected by these and the other risks related to such activities. The Company's lending activities also include commercial business loans and leases to small to medium businesses, which generally are secured by various equipment, machinery and other corporate assets, and a wide variety of consumer loans, including home improvement loans, home equity loans, education loans and loans secured by automobiles, boats, mobile homes, recreational vehicles and other personal property. Although commercial business loans and leases and consumer loans generally have shorter terms and higher interests rates than mortgage loans, they generally 4 6 involve more risk than mortgage loans because of the nature of, or in certain cases the absence of, the collateral which secures such loans. Effects of Changes in Interests Rates The Company's operating results depend to a large extent on its net interest income, which is the difference between the interest income earned on its interest-earning assets and the interest expense incurred in connection with its interest-bearing liabilities. Changes in the general level of interest rates can affect the Company's net interest income by affecting the spread between the Company's interest-earning assets and interest-bearing liabilities, as well as, among other things, the ability of the Company to originate loans; the value of the Company's interest-earning assets and its ability to realize gains from the sale of such assets; the average life of the Company's interest-earning assets; the value of the Company's mortgage servicing rights; and the Company's ability to obtain deposits in competition with other available investment alternatives. Interests rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond the control of the Company. Although management believes that the estimated maturities of the Company's interest-earning assets currently are well balanced in relation to the estimated maturities of its interest-bearing liabilities (which involves various estimates as to how changes in the general level of interest rates will impact such assets and liabilities), there can be no assurance that the profitability of the Company would not be adversely affected during any period of changes in interest rates. Dependence upon Economic Conditions The Company's profitability is primarily dependent on the profitability of its banking subsidiaries, which derive substantially all of their loans, deposits and other business from Maine, New Hampshire and north-central Massachusetts. The banking industry in northern New England is affected by general economic conditions such as inflation, recession, unemployment and other factors beyond the Company's control. During the late 1980s and early 1990s, severely depressed real estate prices materially and adversely affected the northern New England economies, causing a severe recession and significant unemployment in the region. Although these economies have improved considerably more recently, there can be no assurance that the Company will be able to withstand adverse economic changes in the northern New England economies should they occur, or that adverse developments in general economic conditions in the national economy will not adversely affect the Company's financial condition or results of operations. Accordingly, the Company will remain subject to risks associated with prolonged declines in either local or national economies. Restrictions on Paying Dividends The Company's ability to pay dividends to its shareholders depends to a large extent upon the dividends the Company receives from its banking subsidiaries. Dividends paid by the Company's banking subsidiaries are subject to restrictions under various federal and state banking 5 7 laws. In addition, the Company and each of its banking subsidiaries must maintain certain capital levels, which may restrict the ability of such banking subsidiaries to pay dividends to the Company and the Company to pay dividends to its shareholders. Preemptive Rights Denied and Dilution The Company's Amended and Restated Articles of Incorporation, as amended (the "Articles"), do not provide shareholders with a preemptive right to subscribe for additional shares of Common Stock upon any increase thereof. Thus, upon the issuance of any additional shares of Common Stock or other voting securities of the Company or securities convertible into Common Stock or other voting securities of the Company, persons who receive shares of Common Stock in transactions with the Company may be unable to maintain their pro rata voting or ownership interest in the Company. Anti-Takeover Provisions The Articles authorize the Board of Directors of the Company to issue shares of preferred stock of the Company ("Preferred Stock") without shareholder approval and upon such terms as the Board of Directors may determine. The rights of the holders of Common Stock will be subject to, and may be adversely affected by, the rights of the holders of any Preferred Stock that may be issued in the future. The issuance of Preferred Stock, while providing desirable flexibility in connection with possible acquisitions, financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a controlling interest in the Company. The Articles and the Bylaws of the Company contain a number of other provisions which may be deemed to have the effect of discouraging or delaying attempts to gain control of the Company, including provisions in the Articles: (i) classifying the Board of Directors of the Company into three classes to serve for three years with one class being elected annually; (ii) authorizing the Board of Directors of the Company to fix the size of the Board between three and 25 directors; (iii) authorizing directors to fill vacancies in the Board; (iv) increasing the vote for removal of directors by shareholders; (v) increasing the amount of stock required to be held by shareholders seeking to call a special meeting of shareholders; and (vi) requiring an increased vote of shareholders to approve certain business combinations unless certain price and procedural requirements are met or the Board of Directors of the Company approves the business combination in the manner provided therein. The provisions in the Bylaws of the Company include specific conditions under which (i) persons may be nominated for election as directors of the Company at an annual meeting of shareholders; and (ii) business may be transacted at an annual meeting of shareholders. In addition to the foregoing, the Company has adopted a shareholder rights plan which generally would cause substantial dilution to a person or group of persons that acquires 20% or more of the outstanding Common Stock if a Triggering Event (as defined) thereafter occurs without the 6 8 rights issued pursuant to such plan having been redeemed by the Board of Directors of the Company. Sections 611-A and 910 of the Maine Business Corporation Act also may have anti-takeover effects. The foregoing provisions and instruments may discourage potential proxy contests and other takeover attempts, particularly those which have not been negotiated with the Board of Directors of the Company. Accordingly, holders of Common Stock may be deprived of an opportunity to sell their shares of Common Stock at a substantial premium over the market price of such shares. In addition, federal law also requires the approval of the Federal Reserve Board prior to the acquisition of "control" of a bank holding company. Governmental Regulation The Company and its subsidiaries are subject to extensive federal and state governmental supervision and regulation, which are intended primarily for the protection of depositors. In addition, the Company and its subsidiaries are subject to changes in federal and state laws, as well as changes in regulations, governmental policies and accounting principles. The effects of any such potential changes cannot be predicted but could adversely affect the business and operations of the Company and its subsidiaries in the future. Competition The Company and its subsidiaries are subject to vigorous competition in all aspects and areas of their business from banks and other financial institutions, including savings and loan associations, savings banks, finance companies, credit unions and other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies and insurance companies. The Company also competes with non-financial institutions, including retail stores that maintain their own credit programs and governmental agencies that make available low cost or guaranteed loans to certain borrowers. Certain of the Company's competitors are larger financial institutions with substantially greater resources, lending limits, larger branch systems and a wider array of commercial banking services. The Company generally has been able to compete effectively with other financial institutions by emphasizing customer service, including local decision-making, by establishing long-term customer relationships and building customer loyalty and by providing products and services designed to address the specific needs of its customers. No assurance can be given, however, that the Company will continue to be able to compete effectively with other financial institutions in the future. The financial services industry is likely to become even more competitive as further technological advances enable more companies to provide financial services. These technical advances may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties. 7 9 Year 2000 The Year 2000 issue is the result of computer programs being written using two digits rather than four to define the applicable year. Any of the Company's programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. If not corrected, many computer applications could fail or create erroneous results by or at the Year 2000. The Company's Year 2000 project is monitored by a Year 2000 senior management committee, which reports to the Company's Board of Directors on a quarterly basis. The Company has completed its assessment of Year 2000 issues, developed a plan and arranged for the required resources to complete the necessary remediation efforts. The Company will utilize both internal and external resources to reprogram, or replace, and test the software and hardware for Year 2000 modification. The Company is in the process of remediating, testing and returning to production all of its critical applications. The Company expects to have substantially completed the remediation of all critical applications by the end of 1998. The Company has established a separate test environment to accommodate its Year 2000 specific testing activity and the anticipated need to test with its customers and other third parties during 1999. The Company's Year 2000 project management has contacted all critical service providers to discuss and assess their Year 2000 readiness. In addition, the Company is receiving written and verbal verification from its significant third party service providers and vendors as to their Year 2000 readiness. The Company will begin Year 2000 testing with several of these key vendors in the fourth quarter of 1998 and plans to complete testing with service providers by the end of the first quarter of 1999. Although the Company continues to discuss these matters with, obtain written certification from and test the systems of such other companies as to the Year 2000 compliance, there can be no assurance that any potential impact associated with incompatible systems after December 31, 1999 would not have a material adverse effect on the Company's business, financial condition or results of operations. The Company anticipates that the incremental cost of the Year 2000 project will not exceed $2.6 million. The Company has incurred $1.1 million of expenses in connection with this project in 1998. For additional information in this regard, see the Company's most recent reports under the Exchange Act, which may be obtained in the manner set forth under "Where You Can Find More Information." Acquisitions Acquisitions have been, and are expected to continue to be, an important part of the expansion of the Company's business. As of September 30, 1998, the Company has completed three acquisitions which have been accounted for under the pooling-of-interests method and seven acquisitions accounted for under the purchase method since January 1, 1994. PHFG continually evaluates acquisition opportunities and frequently conducts due diligence in connection with 8 10 possible acquisitions. As a result, acquisition discussions and, in some cases, negotiations frequently take place and future acquisitions involving cash, debt or equity securities can be expected. Acquisitions typically involve the payment of a premium over book and market values, and therefore, some dilution of PHFG's book value and net income per common share may occur in connection with any future transactions. THE COMPANY The Company is a multi-bank and financial services holding company which is incorporated under the laws of the State of Maine. The Company conducts business from its executive offices in Portland, Maine and, as of September 30, 1998, 188 banking offices located throughout Maine, New Hampshire and northern Massachusetts. At September 30, 1998, the Company had consolidated assets of $9.9 billion and consolidated shareholders' equity of $750.7 million. Based on total assets at September 30, 1998, the Company is the largest independent bank holding company headquartered in northern New England and the fifth largest independent bank holding company headquartered in New England. The Company offers a broad range of commercial and consumer banking services and products and trust and investment advisory services through three wholly-owned banking subsidiaries: Peoples Heritage Bank, Bank of New Hampshire and Family Bank, FSB. Peoples Heritage Bank is a Maine-chartered bank, which operates offices throughout Maine and, through subsidiaries, engages in mortgage banking, financial planning, equipment leasing, securities brokerage and insurance brokerage activities. At September 30, 1998, Peoples Heritage Bank had consolidated assets of $4.2 billion and consolidated shareholder's equity of $315.3 million. Bank of New Hampshire is a New Hampshire-chartered commercial bank which operates offices throughout New Hampshire. At September 30, 1998, Bank of New Hampshire had consolidated assets of $4.3 billion and consolidated shareholder's equity of $332.3 million. Family Bank, FSB is a federally-chartered savings bank which operates offices in the Merrimack Valley area of Greater Haverhill and Greater Lowell, Massachusetts and in southern New Hampshire. At September 30, 1998, Family Bank, FSB had consolidated assets of $1.6 billion and consolidated shareholder's equity of $143.1 million. The Company's pending acquisition of SIS Bancorp, Inc., a multibank holding company headquartered in Springfield, Massachusetts which had $1.9 billion of assets at September 30, 1998, is scheduled to be completed on January 1, 1999 and will be accounted for as a pooling-of-interests. The executive offices of the Company are located at One Portland Square, Portland, Maine 04112-9540, and its telephone number is (207) 761-8500. 9 11 SELECTED CONSOLIDATED FINANCIAL DATA (Dollars in Thousands, Except Per Share Data) The following selected consolidated financial data for the five years ended December 31, 1997 is derived in part from the audited consolidated financial statements of the Company which give retroactive effect to the Company's acquisition of CFX Corporation under the pooling-of-interests method of accounting on April 10, 1998. The following selected consolidated financial data at September 30, 1998 and for the nine months ended September 30, 1998 and 1997 is derived from unaudited consolidated financial statements of the Company, which include all adjustments, consisting of normal recurring accruals, which the Company considers necessary for a fair presentation of the financial position and results of operations at such date and for such periods. Operating results for the nine months ended September 30, 1998 are not necessarily indicative of the results that may be expected for any other interim period or the entire year ending December 31, 1998. The selected consolidated financial data set forth below should be read in conjunction with, and is qualified in its entirety by, consolidated financial statements of the Company, including the related notes, incorporated herein by reference. See "Where You Can Find More Information."
December 31, September 30, --------------------------------------------------------------- BALANCE SHEET DATA: 1998 1997 1996 1995 1994 1993 ------------ ---------- ---------- ---------- ---------- ---------- Total assets $9,882,729 $9,668,242 $7,767,655 $6,168,281 $5,673,436 $5,494,810 Debt and equity securities, net 1,881,830 1,830,942 1,564,647 1,307,767 1,305,269 1,356,368 Total loans and leases, net(1) 6,337,560 6,434,238 5,161,179 4,024,307 3,740,024 3,420,416 Goodwill and other intangibles 119,440 127,416 80,884 32,676 31,189 33,879 Deposits 6,882,172 6,747,419 5,936,430 4,834,969 4,426,847 4,457,219 Borrowings 2,046,135 1,982,190 1,042,312 674,694 670,829 450,637 Shareholders' equity 750,654 720,783 676,847 586,500 515,423 495,522 Nonperforming assets 65,693 69,427 62,266 67,394 89,295 145,651 Book value per share 8.55 8.23 7.71 7.24 6.45 6.25 Tangible book value per share 7.19 6.79 6.78 6.84 6.08 5.83 Nine Months Ended September 30, Year Ended December 31, ------------------- --------------------------------------------------- OPERATIONS DATA: 1998 1997 1997 1996 1995 1994 1993 -------- -------- ------- ------- ------- -------- -------- Interest and dividend income $535,306 $464,247 $641,751 $509,477 $454,657 $383,393 $369,388 Interest expense 261,328 211,382 297,275 230,182 202,760 159,656 165,306 -------- -------- -------- -------- -------- -------- -------- Net interest income 273,978 252,865 344,476 279,295 251,897 223,737 204,082 Provision for loan and lease losses 9,702 3,385 4,548 5,185 8,044 6,996 28,077 -------- -------- -------- -------- -------- -------- -------- Net interest income after provision for loan and lease losses 264,276 249,480 339,928 274,110 243,853 216,741 176,005 Net securities gains 3,506 1,372 2,697 3,287 2,499 401 1,183 Other noninterest income 74,010 55,117 79,783 57,423 46,656 41,625 42,871 Noninterest expense (excluding special charges) 207,098 189,439 261,965 209,716 188,573 186,287 181,071 Special charges(2) 35,374 11,031 18,591 9,627 4,958 559 300 -------- -------- ------- ------- ------- -------- -------- Income before income tax expense 99,320 105,499 141,852 115,477 99,477 71,921 38,688 Income tax expense 31,324 37,105 49,517 39,444 33,437 21,136 3,372 -------- -------- ------- ------- ------- -------- -------- Net income $ 67,996 $ 68,394 $ 92,335 $ 76,033 $ 66,040 $ 50,785 $ 35,316 ======== ======== ======== ======== ======== ======== ======== Net income per share(3): Basic $ 0.77 $ 0.79 $ 1.06 $ 0.94 $ 0.82 $ 0.64 $ 0.46 Diluted 0.76 0.77 1.04 0.92 0.80 0.63 0.46 Dividends per share 0.33 0.28 0.46 0.34 0.29 0.18 0.11
10 12
At or For the Nine Months Ended September 30, At or For the Year Ended December 31, ----------------- ---------------------------------------------- OTHER DATA: 1998 1997 1997 1996 1995 1994 1993 ----- ----- ----- ----- ----- ----- ----- Return on average assets 0.93% 1.12% 1.09% 1.15% 1.13% 0.92% 0.67% Return on average equity(4) 12.50 13.28 13.29 12.69 12.04 9.97 7.56 Average equity to average assets(4) 7.40 8.47 8.23 9.05 9.35 9.19 8.83 Interest rate spread(4) 3.58 3.90 3.86 3.98 4.06 3.96 * Net interest margin(4) 4.13 4.50 4.45 4.56 4.64 4.40 4.21 Tier 1 leverage capital ratio at end of period 7.49 8.51 7.51 8.56 9.14 8.93 8.77 Dividend payout ratio 41.23 41.35 43.63 38.75 35.69 28.49 24.14 Efficiency ratio(5) 57.56 59.54 59.78 62.28 63.16 70.20 73.32 Nonperforming assets as a percent of total assets at end of period 0.66 0.70 0.72 0.80 1.09 1.57 2.65
- ---------- (1) Does not include loans held for sale. (2) Special charges consist of merger-related expenses and, in 1997, a $7.2 million pre-tax charge relating to CFX Funding. (3) Excluding special charges, PHFG's basic income per share would have been $1.05, $0.86, $1.20, $1.03, $0.86, $0.65 and $0.46 for the nine months ended September 30, 1998 and 1997 and the years ended December 31, 1997, 1996, 1995, 1994 and 1993, respectively, and PHFG's diluted income per share would have been $1.03, $0.85, $1.18, $1.01, $0.85, $0.64 and $0.46 for the same respective periods. (4) Excludes the effect of unrealized gains or losses on securities available for sale. (5) The efficiency ratio represents operating expenses, excluding distributions on securities of subsidiary trust and special charges, as a percentage of net interest income and noninterest income, excluding net securities gains. * Information is not available. 11 13 COMMON STOCK AND DIVIDEND INFORMATION The Common Stock is traded on the Nasdaq Stock Market's National Market. The following table sets forth the high and low prices of the Common Stock as reported on the Nasdaq Stock Market's National Market and the dividends declared per share of Common Stock for the periods indicated. The prices and dividends per share have been retroactively adjusted to reflect a two-for-one split of the Common Stock effective May 18, 1998.
Market Price ------------------ Dividends Declared High Low Per Share ------ ------ ------------------ 1998 - ----------------------------------- First Quarter $24.66 $18.69 $ 0.11 Second Quarter 26.75 21.56 0.11 Third Quarter 26.25 15.69 0.11 Fourth Quarter (through December 9) 21.25 12.81 0.11 1997 - ----------------------------------- First Quarter 16.25 12.94 0.09 Second Quarter 19.00 13.00 0.09 Third Quarter 21.56 18.00 0.095 Fourth Quarter 23.81 18.94 0.105 1996 - ----------------------------------- First Quarter 11.38 9.50 0.08 Second Quarter 11.13 9.69 0.085 Third Quarter 11.81 9.50 0.085 Fourth Quarter 14.31 11.25 0.085
As of September 30, 1998, there were 87,783,810 shares of Common Stock outstanding which were held by approximately 12,000 holders of record. Such number of record holders does not reflect the number of persons or entities holding stock in nominee name through banks, brokerage firms and other nominees. The Company has historically paid quarterly dividends on the Common Stock and currently intends to continue to do so in the foreseeable future. The Company's ability to pay dividends depends on a number of factors, however, including restrictions on the ability of its banking subsidiaries to pay dividends under federal and state banking laws, and as a result there can be no assurance that dividends will be paid in the future. 12 14 USE OF PROCEEDS The Company will not receive any of the proceeds from sales of Offered Stock. See "Selling Stockholders" for a list of those persons who will receive the proceeds from such sales. SELLING STOCKHOLDERS This Prospectus covers the offer and sale by each of the Selling Stockholders of the Common Stock to be issued to them in connection with the Company's acquisition of A.D. Davis. The Selling Stockholders will receive an aggregate of 186,377 shares of Common Stock pursuant to this acquisition. The Company has agreed that it will cause to be registered under the Securities Act the resale of the Common Stock received by the Selling Stockholders. In addition, the Company has agreed to indemnify the Selling Stockholders against certain liabilities arising out of any actual or alleged material misstatements or omissions in the Registration Statement, other than liabilities arising from information supplied by the Selling Stockholders for use in the Registration Statement. Each Selling Stockholder, severally but not jointly, has agreed to indemnify the Company against liabilities arising out of any actual or alleged material misstatements or omissions in the Registration Statement insofar as such misstatements or omissions were made in reliance upon written information furnished to the Company by such Selling Stockholder expressly for use in the Registration Statement. The table below sets forth each Selling Stockholder's name, the number of shares of Common Stock beneficially owned by such Selling Stockholder prior to the Offering, the maximum number of shares of Common Stock offered hereby by such Selling Stockholder and the number of shares of Common Stock to be held by such Selling Stockholder after the Offering.
Maximum Number Number of of Shares to be Shares Owned Number of Shares Sold in the Prior to the Owned After the Name(1) Offering(2) Offering Offering(3) - ------------------- --------------- ------------ ---------------- Robert J. Murphy 122,934 -- -- Terrence P. Abbott 15,707 -- -- Charles H. Hamlin 442 -- -- A.D. Davis ESOP 47,294 -- -- A.D. Davis ESOP Participants: Terrence P. Abbott 7,514 -- -- Susannah L. Adams 684 -- -- Margaret R. Baxter 730 -- --
13 15
Maximum Number Number of of Shares to be Shares Owned Number of Shares Sold in the Prior to the Owned After the Name(1) Offering(2) Offering Offering(3) - ------------------- --------------- ------------ ---------------- Ellen W. Belcastro 485 -- -- Gayle L. Bianchino 1,009 -- -- Peter J. Bowen 761 -- -- John R. Brancato 1,017 -- -- Louise Burbank 348 -- -- Carla S. Butters 1,067 -- -- Charlotte L. Coombe 523 -- -- Jennifer Couture 722 -- -- Sandra M. Croteau 1,573 -- -- Corinne D. Doyle 752 -- -- Rachel A. Fall 679 -- -- Lisa A. Fecteau 86 -- -- Helen Warren Goss 1,655 -- -- Marie A. Gray 342 -- -- Charles H. Hamlin 2,855 -- -- Cathy Howland 808 -- -- Mary Jane Jordan 893 -- -- Lori B. Mann 96 -- -- Ann Marie Marquis 198 -- -- Cynthia L. Martin 1,542 -- -- Donald A. McAllister 1,069 -- -- Heidi A. McAllister 1,069 -- -- Susan McKenney 598 -- -- Ann Marie McPate 167 -- -- Annie Laurie Miller 546 -- -- Jonathan A. Moren 461 -- -- Peter A. Pelletier 2,357 -- -- Eric B. Pelton 2,879 -- -- Christine Perk 174 -- -- Mikell Perry 356 -- -- Ann M. Phair 95 -- -- Brenda Kay Puglisi 154 -- -- Cheryl A. Reid 87 -- -- Jennifer Rogers 144 -- -- Lauri Roode 743 -- -- Karen E. Roy 727 -- -- Alexander Ruch 871 -- -- Christine A. Skehan 103 -- -- Sheila Smith 878 -- --
14 16
Maximum Number Number of of Shares to be Shares Owned Number of Shares Sold in the Prior to the Owned After the Name(1) Offering(2) Offering Offering(3) - ------------------- --------------- ------------ ---------------- Elaine South 111 -- -- Roger N. Tatro 2,670 -- -- Helen L. Towle 1,428 -- -- Stacie Verrill 95 -- -- Sylvia B. Weiss 1,531 -- -- Bonnie Wible 804 -- -- Rhea F. York 838 -- --
(1) Selling Stockholders include the approximately 50 participants in the A.D. Davis, Incorporated Employee Stock Ownership Plan ("ESOP"), which will be terminated promptly following the Company's acquisition of A.D. Davis. (2) Represents the number of shares of Common Stock received by each Selling Stockholder upon consummation of the acquisition of A.D. Davis by the Company and, in the case of ESOP participants, upon termination of the ESOP. (3) Because the Selling Stockholders may sell all, some or none of the shares of Offered Stock offered hereby, there can be no assurance as to the number of shares of Offered Stock which will be held by each Selling Stockholder upon completion of the Offering. Even if no shares of Offered Stock are sold, however, no Selling Stockholder would hold one percent or more of the outstanding Common Stock upon completion of the Offering (based on the total number of shares of Common Stock held by the Selling Stockholders as of the date hereof and to be received upon consummation of the acquisition of A.D. Davis by the Company). The Selling Stockholders may sell up to all of the shares of the Common Stock shown above under the heading "Number of Shares Owned Prior to the Offering" pursuant to this Prospectus in one or more transactions from time to time as described below under "Plan of Distribution." PLAN OF DISTRIBUTION Each of the Selling Stockholders may sell his, her or its shares of Offered Stock directly or through broker-dealers who may act solely as agents, or who may acquire shares as principals. The distribution of the shares of Offered Stock may be effected in one or more transactions that may take place on the Nasdaq Stock Market, including block trades or ordinary broker's transactions, or through privately-negotiated transactions, or in accordance with Rule 144 under the Securities Act (or any other applicable exemption from registration under the Securities Act), through a combination of any such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usual and customary or negotiated 15 17 brokerage fees or commissions may be paid by the Selling Stockholders in connection with such sales. Sales of the Offered Stock may be effected to cover previous short sales of Common Stock. The Selling Stockholders may effect transactions by selling the Offered Stock directly or through broker-dealers acting either as principal or as agent, and such broker-dealers may receive compensation in the form of usual and customary or negotiated discounts, concessions or commissions from the Selling Stockholders. The aggregate proceeds to the Selling Stockholders from the sale of the Offered Stock will be the purchase price of the Offered Stock sold less the aggregate agents' commissions, if any, and other expenses of issuance and distribution not borne by the Company. The Selling Stockholders and any dealers or agents that participate in the distribution of the Offered Stock may be deemed to be "underwriters" within the meaning of the Securities Act, and any profit on the sale of the Offered Stock by them and any commissions received by any such dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. Each Selling Stockholder and any other person participating in a distribution of the Offered Stock will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including without limitation Regulation M and Rules 101 through 105 thereunder. Regulation M governs the activities of persons participating in a distribution of securities and, consequently, may restrict certain activities of, and limit the timing of purchases and sales of Offered Stock by, Selling Stockholders and other persons participating in a distribution of Offered Stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distribution, subject to exceptions or exemptions. All of the foregoing may affect the marketability of the securities offered hereby. LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by the law firm of Elias, Matz, Tiernan & Herrick L.L.P., Washington, D.C. EXPERTS The financial statements and related financial statement schedules of the Company incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1997 and the Company's Current Report on Form 8-K filed on July 23, 1998, and the financial statements and related financial statement schedules of The Safety Fund Corporation and of Community Bankshares, Inc. incorporated in this Prospectus by reference from the Company's Current Report on Form 8-K, filed on April 22, 1998, have been audited by KPMG Peat Marwick LLP, independent certified public accountants, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon its authority as experts in accounting and auditing. 16 18 The financial statements and related financial statement schedules of CFX Corporation incorporated in this Prospectus by reference from the Company's Current Report on Form 8-K, filed on April 22, 1998, have been audited by Wolf & Company, P.C., independent certified public accountants, as stated in their report, which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon its authority as experts in accounting and auditing. The financial statements and related financial statement schedules of Portsmouth Bank Shares, Inc. incorporated in this Prospectus by reference from the Company's Current Report on Form 8-K, filed on April 22, 1998, have been audited by Shatswell, MacLeod & Company, P.C., independent certified public accountants, as stated in their report, which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon its authority as experts in accounting and auditing. 17 19 ================================================================================ No dealer, salesman or any other person has been authorized to give any information or to make any representation not contained in this Prospectus, and, if given or made, such information and representation must not be relied upon as having been authorized by the Company or any other person. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any state to any person to whom it is unlawful to make such offer in such state. Neither the delivery of this Prospectus nor any sales made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date hereof. TABLE OF CONTENTS Page Where You Can Find More Information..................................... 2 Risk Factors............................................................ 4 The Company............................................................. 9 Selected Consolidated Financial Data.................................... 10 Common Stock and Dividend Information................................... 12 Use of Proceeds........................................................ 13 Selling Stockholders .................................................. 13 Plan of Distribution................................................... 15 Legal Matters.......................................................... 16 Experts................................................................ 16 186,377 Shares PEOPLES HERITAGE FINANCIAL GROUP, INC. Common Stock ------------ Prospectus ------------ ================================================================================ 20 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. The exhibits and financial statement schedules filed as a part of this Registration Statement are as follows: (a) List of Exhibits: Exhibit No. Exhibit Location - ----------- ------- -------- 3(a)(1) Amended and Restated Articles of Incorporation of the Company (1) 3(a)(2) Amendment to the Amended and Restated Articles of Incorporation of the Company (2) 3(b) Bylaws of the Company (3) 4(a) Specimen Common Stock certificate (3) 5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. * regarding legality of securities being registered 23(a) Consent of Elias, Matz, Tiernan & Herrick L.L.P. * (contained in the opinion included as Exhibit 5) 23(b) Consents of KPMG Peat Marwick LLP * 23(c) Consent of Wolf & Company, P.C. * 23(d) Consent of Shatswell, MacLeod & Company, P.C. * 24 Powers of Attorney (included in the signature page to the initial filing of this Registration Statement) -- - ---------- * Previously filed. (1) Exhibit is incorporated by reference to the Form 8-K report filed by the Company with the Securities and Exchange Commission on November 3, 1997. (2) Exhibit is incorporated by reference to the proxy statement filed by the Company with the Commission on March 23, 1998. (3) Exhibit is incorporated by reference to the Form S-4 Registration Statement (No. 33-20243) filed by the Company with the Securities and Exchange Commission on February 22, 1988. (b) Financial Statement Schedules. No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes. II-1 21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 10th day of December 1998. 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. /s/ Robert P. Bahre* Date: December 10, 1998 - -------------------------------------- Robert P. Bahre Director /s/ Peter J. Baxter* Date: December 10, 1998 - --------------------------------------- Peter J. Baxter Vice Chairman, Executive Vice President and Chief Operating Officer /s/ P. Kevin Condron* Date: December 10, 1998 - -------------------------------------- P. Kevin Condron Director II-2 22 /s/ Everett W. Gray* Date: December 10, 1998 - ---------------------------------- Everett W. Gray Director /s/ Andrew W. Greene* Date: December 10, 1998 - ---------------------------------- Andrew W. Greene Director /s/ Katherine M. Greenleaf* Date: December 10, 1998 - ---------------------------------- Katherine M. Greenleaf Director /s/ Douglas S. Hatfield* Date: December 10, 1998 - ---------------------------------- Douglas S. Hatfield Director /s/ Dana S. Levenson* Date: December 10, 1998 - ---------------------------------- Dana S. Levenson Director /s/ Robert A. Marden, Sr.* Date: December 10, 1998 - ---------------------------------- Robert A. Marden, Sr. Vice Chairman II-3 23 /s/ Philip A. Mason* Date: December 10, 1998 - ------------------------------------ Philip A. Mason Director /s/ Malcolm W. Philbrook, Jr.* Date: December 10, 1998 - ------------------------------------ Malcolm W. Philbrook, Jr. Director /s/ Pamela P. Plumb* Date: December 10, 1998 - ------------------------------------ Pamela P. Plumb Vice Chairman /s/ Seth Resnicoff* Date: December 10, 1998 - ------------------------------------ Seth Resnicoff Director /s/ William J. Ryan Date: December 10, 1998 - ------------------------------------ William J. Ryan Chairman, President and Chief Executive Officer (principal executive officer) /s/ Curtis M. Scribner* Date: December 10, 1998 - ------------------------------------ Curtis M. Scribner Director /s/ Paul R. Shea* Date: December 10, 1998 - ------------------------------------ Paul R. Shea Director II-4 24 /s/ John E. Veasey* Date: December 10, 1998 - ---------------------------------------------- John E. Veasey Director /s/ Peter J. Verrill Date: December 10, 1998 - ---------------------------------------------- Peter J. Verrill Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) - --------------- * By Peter J. Verrill, Attorney-in-fact. II-5 -----END PRIVACY-ENHANCED MESSAGE-----