-----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, EamD5z3oEPxo/J2jT87ZYZsVJ4MGngP+b96Tid3kat+dhXuQY6k6w9vk1EMYonQe J9y2A8FCHkOAogszhg+vDw== 0000950135-99-001000.txt : 19990226 0000950135-99-001000.hdr.sgml : 19990226 ACCESSION NUMBER: 0000950135-99-001000 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990225 EFFECTIVENESS DATE: 19990225 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-8 SEC ACT: SEC FILE NUMBER: 333-72909 FILM NUMBER: 99549383 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-8 1 PEOPLES HERITAGE FINANCIAL GROUP 1 Registration No. 333-________ Filed February 25, 1999 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- Peoples Heritage Financial Group, Inc. ------------------------------------------------------------------------ (EXACT Name of Registrant as specified in its Articles of Incorporation) Maine 01-0437984 - ------------------------ --------------------------------- (State of incorporation) (IRS Employer Identification No.) P.O. Box 9540 One Portland Square Portland, Maine 04112-9540 - -------------------------------------------------------------------------------- (Address of principal executive offices, including zip code) 1996 Equity Incentive Plan - -------------------------------------------------------------------------------- (Full Title of the Plan) William J. Ryan Copies to: Chairman, President and Gerard L. Hawkins, Esq. Chief Executive Officer Elias, Matz, Tiernan & Herrick L.L.P. Peoples Heritage Financial Group, Inc. 734 15th Street, N.W. P.O. Box 9540 Washington, D.C. 20005 One Portland Square (202) 347-0300 Portland, Maine 04112-9540 (207) 761-8500 - -------------------------------------- (Name, address and telephone number of agent for service) Page 1 of 12 pages Index to Exhibits is located on page 2 2
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------- Title of Securities Amount Proposed Maximum Proposed Maximum Amount of to be to be Offering Price Aggregate Registration Fee Registered Registered(1) Per Share(3) Offering Price(3) - --------------------------------------------------------------------------------------- Common Stock, par value $.01 3,500,000(2) $16.968 $59,388,000 $16,509.86 - ---------------------------------------------------------------------------------------
(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares of common stock, par value $.01 per share ("Common Stock"), of Peoples Heritage Financial Group, Inc. (the "Company" or "Registrant") registered hereby as a result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock. (2) Represents the number of additional shares of Common Stock of the Company reserved for issuance under the Company's 1996 Equity Incentive Plan, as amended and restated (the "Plan"). (3) Estimated solely for the purpose of calculating the registration fee, which has been calculated pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as amended ("Securities Act"). The Proposed Maximum Offering Price Per Share is equal to the average of the high and low prices of the Common Stock on February 19, 1999 as reported by the Nasdaq Stock Market, Inc. National Market System. -------------------------- This Registration Statement shall become effective automatically upon the date of filing in accordance with Section 8(a) of the Securities Act and 17 C.F.R. ss. 230.462. 2 3 This Registration Statement registers additional securities to be issued under the Peoples Heritage Financial Group, Inc. 1996 Equity Incentive Plan for which a Registration Statement on Form S-8 has been filed and is effective. The contents of the Registration Statement on Form S-8 (Commission File No. 333-46367), which was filed with the Commission on February 13, 1998 and originally registered 2,500,000 shares of Common Stock (as adjusted for a stock split effected by the Company in May 1998), are incorporated herein by reference. ITEM 8. EXHIBITS The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit Page --- ------- ---- 4 Common Stock Certificate (1) 5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to the legality of the securities E-1 23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (contained in the opinion included as Exhibit 5) -- 23.2 Consent of KPMG Peat Marwick LLP E-3 23.3 Consent of Wolf & Company, P.C. E-4 23.4 Consent of Shatswell, MacLeod & Company, P.C. E-5 24 Power of attorney for any subsequent amendments (located in the signature pages of this Registration Statement). -- 99 1996 Equity Incentive Plan, as amended (2)
---------- (1) Incorporated by reference from the Company's Registration Statement on Form 8-B, filed with the Commission on May 20, 1988. (2) Incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1997, filed with the Commission on March 27, 1998. 3 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 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 this 25th day of February 1999. 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 person whose signature appears below hereby makes, constitutes and appoints William J. Ryan his or her true and lawful attorney, with full power to sign for such person and in such person's name and capacity indicated below, and with full power of substitution any and all amendments to this Registration Statement, hereby ratifying and confirming such person's signature as it may be signed by said attorney to any and all amendments. /s/ Robert P. Bahre February 25, 1999 - --------------------------------------- Robert P. Bahre Director /s/ Peter J. Baxter February 25, 1999 - --------------------------------------- Peter J. Baxter Vice Chairman, Executive Vice President and Chief Operating Officer February , 1999 - --------------------------------------- P. Kevin Condron Director /s/ Everett W. Gray February 25, 1999 - --------------------------------------- Everett W. Gray Director 4 5 /s/ Andrew W. Greene February 25, 1999 - ------------------------------------------ Andrew W. Greene Director February , 1999 - ------------------------------------------ Katherine M. Greenleaf Director /s/ Douglas S. Hatfield February 25, 1999 - --------------------------------------- Douglas S. Hatfield Director /s/ David D. Hindle February 25, 1999 - --------------------------------------- David D. Hindle Director February , 1999 - --------------------------------------- Dana S. Levensen Director /s/ Robert A. Marden, Sr. February 25, 1999 - --------------------------------------- Robert A. Marden, Sr. Director February , 1999 - --------------------------------------- Philip A. Mason Director February , 1999 - --------------------------------------- John M. Naughton Director /s/ Malcolm W. Philbrook, Jr. February 25, 1999 - --------------------------------------- Malcolm W. Philbrook, Jr. Director 5 6 /s/ Pamela Plumb February 25, 1999 - --------------------------------------- Pamela Plumb Director /s/ Seth Resnicoff February 25, 1999 - --------------------------------------- Seth Resnicoff Director /s/ William J. Ryan February 25, 1999 - --------------------------------------- William J. Ryan Chairman, President and Chief Executive Officer (principal executive officer) /s/ Curtis M. Scribner February 25, 1999 - --------------------------------------- Curtis M. Scribner Director February , 1999 - --------------------------------------- Paul R. Shea Director /s/ John E. Veasey February 25, 1999 - --------------------------------------- John E. Veasey Director /s/ Peter J. Verrill February 25, 1999 - --------------------------------------- Peter J. Verrill Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) 6 EX-5 2 OPINION OF ELIAS, MATZ, TIERNAN & HERRICK L.L.P. 1 EXHIBIT 5 Law Offices ELIAS, MATZ, TIERNAN & HERRICK L.L.P. 12th Floor 734 15th Street, N.W. Washington, D.C. 20005 Telephone (202) 347-0300 February 25, 1999 Board of Directors Peoples Heritage Financial Group, Inc. One Portland Square P.O. Box 9540 Portland, Maine 04112-9540 Re: Registration Statement on Form S-8 3,500,000 Shares of Common Stock Ladies and Gentlemen: We are special counsel to Peoples Heritage Financial Group, Inc., a Maine corporation (the "Corporation"), in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement"), relating to the registration of up to 3,500,000 additional shares of common stock, par value $0.01 per share ("Common Stock"), to be issued pursuant to the Corporation's 1996 Equity Incentive Plan, as amended (the "Plan"), pursuant to the exercise of stock options, stock appreciation rights, restricted stock grants or other awards thereunder (stock options and/or appreciation rights granted under the Plan are referred to as "Option Rights"). The Registration Statement also registers an indeterminate number of additional shares which may be necessary under the Plan to adjust the number of shares reserved thereby for issuance as the result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock of the Corporation. We have been requested by the Corporation to furnish an opinion to be included as an exhibit to the Registration Statement. For this purpose, we have reviewed the Registration Statement, the Articles of Incorporation and Bylaws of the Corporation, the Plan, a specimen stock certificate evidencing the Common Stock of the Corporation and such other corporate records and documents as we have deemed appropriate. We are relying upon the originals, or copies certified or otherwise identified to our satisfaction, of the corporate records of the Corporation and such other instruments, certificates and representations of public officials, officers and representatives of the Corporation as we have deemed relevant as a basis for this opinion. In addition, we have assumed, without independent verification, the genuineness of all signatures and the authenticity of all documents furnished to us and the 2 Board of Directors February 25, 1999 Page 2 conformance in all respects of copies to originals. Furthermore, we have made such factual inquiries and reviewed such laws as we determined to be relevant for this opinion. For purposes of this opinion, we have also assumed that (i) the shares of Common Stock issuable pursuant to Option Rights granted under the terms of the Plan will continue to be validly authorized on the dates the Common Stock is issued pursuant to the Option Rights; (ii) on the dates the Option Rights are exercised, the Option Rights granted under the terms of the Plan will constitute valid, legal and binding obligations of the Corporation and will (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors' rights generally) be enforceable as to the Corporation in accordance with their terms; (iii) no change occurs in applicable law or the pertinent facts; and (iv) the provisions of "blue sky" and other securities laws as may be applicable will have been complied with to the extent required. Based on the foregoing, and subject to the assumptions set forth herein, we are of the opinion as of the date hereof that the shares of Common Stock to be issued pursuant to the Plan, when issued and sold pursuant to the Plan and upon receipt of the consideration required thereby, will be legally issued, fully paid and non-assessable shares of Common Stock of the Corporation. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, ELIAS, MATZ, TIERNAN & HERRICK L.L.P. By: /s/ Gerard L. Hawkins --------------------------------- Gerard L. Hawkins, a Partner EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Peoples Heritage Financial Group, Inc. of (i) our report, dated January 14, 1998, incorporated by reference in the December 31, 1997 Annual Report on Form 10-K of Peoples Heritage Financial Group, Inc. and (ii) our report dated July 3, 1998, incorporated by reference in the Current Report on Form 8-K of Peoples Heritage Financial Group, Inc. filed on July 23, 1998. /s/ KPMG Peat Marwick LLP Boston, Massachusetts February 24, 1999 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Peoples Heritage Financial Group, Inc. of our report, dated January 22, 1996, relating to the consolidated statement of operations of The Safety Fund Corporation for the year ended December 31, 1995, which report appears in the December 31, 1995 Annual Report on Form 10-KSB of The Safety Fund Corporation and in the December 31, 1997 Annual Report on Form 10-K of CFX Corporation and is incorporated by reference in the Current Report on Form 8-K of Peoples Heritage Financial Group, Inc. filed on April 22, 1998. /s/ KPMG Peat Marwick LLP Boston, Massachusetts February 24, 1999 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Peoples Heritage Financial Group, Inc. of our report, dated January 22, 1997, relating to the consolidated balance sheet of Community Bankshares, Inc. and subsidiaries as of December 31, 1996, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the year ended December 31, 1996, the six months ended December 31, 1995 and the year ended June 30, 1995, which report appears in the December 31, 1996 Annual Report on Form 10-K of Community Bankshares, Inc. and in the December 31, 1997 Annual Report on Form 10-K of CFX Corporation and is incorporated by reference in the Current Report on Form 8-K of Peoples Heritage Financial Group, Inc. filed on April 22, 1998. /s/ KPMG Peat Marwick LLP Boston, Massachusetts February 24, 1999 EX-23.3 4 CONSENT OF WOLF & COMPANY PC 1 Exhibit 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Peoples Heritage Financial Group, Inc. of our report, dated January 30, 1998, except for Note W as to which the date is February 9, 1998, on the consolidated balance sheets of CFX Corporation and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1997, which report appears in the December 31, 1997 Annual Report on Form 10-K of CFX Corporation and is incorporated by reference in the Current Report on Form 8-K of Peoples Heritage Financial Group, Inc. filed on April 22, 1998. /s/ Wolf & Company, P.C. Boston, Massachusetts February 24, 1999 EX-23.4 5 CONSENT OF SHATSWELL, MCLEOD & COMPANY, P.C. 1 Exhibit 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Peoples Heritage Financial Group, Inc. of our report, dated January 13, 1997, except for Note 20 as to which the date is February 13, 1997, relating to Portsmouth Bank Shares, Inc. and Subsidiary, included in the December 31, 1997 Annual Report on Form 10-K of CFX Corporation and incorporated by reference in the Current Report on Form 8-K of Peoples Heritage Financial Group, Inc. filed on April 22, 1998. /s/ Shatswell, MacLeod & Company, P.C. West Peabody, Massachusetts February 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----