SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Peoples Heritage Financial Group, Inc.
(NAME OF ISSUER)
Common Stock, Par Value $.01 Per Share
(TITLE OF CLASS OF SECURITIES)
711147108
(CUSIP NUMBER)
Gregory D. Landroche
Chief Financial Officer -- Bank of New Hampshire Corporation
300 Franklin Street
Manchester, New Hampshire 03101
(603) 624-6600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
October 25, 1995
(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the
statement: / X /. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.)
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 (the "Act")
or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
The total number of shares reported herein is 1,674,894
shares, which constitutes approximately 9.9% of the total
number of shares of the issuer outstanding as of September 30,
1995. Unless otherwise indicated, all ownership percentages
Page 1<PAGE>
set forth herein assume that as of September 30, 1995, there
were 16,918,120 shares of the issuer outstanding.
(Continued on following pages)
CUSIP No. 711147108 Page 2 of Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of New Hampshire
IRS Employer Identification No. 02-0346918
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
Not Applicable (b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
Not applicable / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Hampshire
NUMBER OF
SHARES 7. SOLE VOTING POWER
BENEFICIALLY 1,674,894(1)
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER
1,674,894(1)
(1) The Reporting Person disclaims beneficial ownership of
these shares pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934, as amended. See Item 5 of this
Schedule 13D.
Page 2<PAGE>
10. SHARED DISPOSITIVE POWER
0
CUSIP No. 319455101 Page 3 of Pages
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,674,894(2)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
Not Applicable / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9 %
14. TYPE OF REPORTING PERSON
CO, HC
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value
$.01 per share ("Peoples Heritage Common Stock", an individual
share of which, a "Share"), of Peoples Heritage Financial
Group, Inc. ("Peoples Heritage"), a corporation organized and
existing under the laws of the State of Maine and registered as
a bank holding company under the Bank Holding Company Act of
1956, as amended (the "BHC Act"). The principal executive
offices of Peoples Heritage are located at One Portland Square,
Portland, Maine, 04112.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This Schedule 13D is filed by Bank of New
Hampshire Corporation ("BNHC"), a corporation organized and
existing under the laws of the State of New Hampshire and
registered as a bank holding company under the BHC Act.
(2) The Reporting Person disclaims beneficial ownership of
these shares pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934, as amended. See Item 5 of this
Schedule 13D.
Page 3<PAGE>
Through its sole subsidiary, Bank of New Hampshire (the
"Bank"), a commercial bank chartered under the laws of the
State of New Hampshire, BNHC provides a wide range of financial
services to New Hampshire individuals, businesses and
governments. BNHC's principal offices are located at 300
Franklin Street, Manchester, New Hampshire 03101.
Each executive officer and each director of BNHC is a
citizen of the United States. The name, business address, and
present principal occupation (including the name, principal
business and address of the corporation or organization in
which such employment is conducted) of each executive officer
and director is set forth in Exhibit 1 to this Schedule 13D and
is specifically incorporated herein by reference.
(d)-(e) During the last five years, neither BNHC nor, to
the best of BNHC's knowledge, any of its executive officers or
directors has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as result of
which BNHC or such person was or is subject to a judgment,
decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a stock option agreement, dated as of October
25, 1995, by and between Peoples Heritage, as issuer, and BNHC,
as grantee (the "Peoples Heritage Option Agreement"), Peoples
Heritage has granted BNHC an irrevocable option to purchase the
Shares covered by this Schedule 13D (the "Peoples Heritage
Option"). Specifically, the Peoples Heritage Option grants
BNHC the right to purchase up to 1,674,894 Shares
(approximately 9.9% of the number of Shares outstanding on
September 30, 1995, without giving effect to the issuance of
any Shares pursuant to an exercise of the Peoples Heritage
Option), subject to certain adjustments, at a price, subject to
certain adjustments, of $19-3/4 per Share. The Peoples
Heritage Option was granted by Peoples Heritage as a condition
of and in consideration for BNHC's entering into the Agreement
and Plan of Merger, dated as of October 25, 1995, by and among
Peoples Heritage, First Coastal Banks, Inc. ("First Coastal"),
a New Hampshire corporation and a wholly-owned subsidiary of
Peoples Heritage, and BNHC (the "Holding Company Merger
Agreement").
The exercise of the Peoples Heritage Option for the full
number of Shares currently covered thereby would require
aggregate funds of $33,079,156.50. It is anticipated that,
should the Peoples Heritage Option become exercisable and
should BNHC elect to exercise the Peoples Heritage Option, BNHC
would obtain the funds for purchase from working capital.
Page 4<PAGE>
A copy of the Peoples Heritage Option Agreement is
included as Exhibit 2 to BNHC's Current Report on Form 8-K
dated the date hereof (the "BNHC Form 8-K") and is incorporated
herein by reference in its entirety.
ITEM 4. PURPOSE OF TRANSACTION.
On October 25, 1995 BNHC, Peoples Heritage and First
Coastal entered into the Holding Company Merger Agreement,
pursuant to which First Coastal will, subject to the conditions
and upon the terms stated therein, merge with and into BNHC
(the "Holding Company Merger"), with BNHC surviving the Holding
Company Merger as a wholly-owned subsidiary of Peoples
Heritage. BNHC and Peoples Heritage also entered into a stock
option agreement (the "BNHC Option Agreement", and together
with the Peoples Heritage Option Agreement, the "Option
Agreements"), pursuant to which BNHC granted to Peoples
Heritage an option (the "BNHC Option") to purchase up to
808,767 shares, subject to certain adjustments, of BNHC common
stock, no par value with a stated value of $2.50 per share
("BNHC Common Stock"), at a price, subject to certain
adjustments, of $33-1/2 per share. The Peoples Heritage Option
and the BNHC Option (collectively, the "Options") were each
granted by the respective issuer as a condition of and in
consideration for the other party's entering into the Holding
Company Merger Agreement.
Concurrently with the execution of the Holding Company
Merger Agreement and the Option Agreements, and as contemplated
in the Holding Company Merger Agreement, the Bank and The First
National Bank of Portsmouth, a national bank and a wholly-owned
subsidiary of First Coastal ("First National") entered into an
Agreement and Plan of Merger (the "Bank Merger Agreement")
pursuant to which First National will, subject to the
conditions and upon the terms stated therein, merge with and
into the Bank (the "Bank Merger"), with the Bank continuing as
the surviving bank.
In accordance with the Holding Company Merger Agreement,
each share (other than (i) shares with respect to which
dissenters' rights are perfected under applicable state law,
and (ii) shares held by Peoples Heritage or any of its
subsidiaries (other than in a fiduciary capacity that are
beneficially owned by third parties or as a result of debts
previously contracted)) of BNHC Common Stock outstanding
immediately prior to the effective time of the Holding Company
Merger (the "Effective Time") will at the Effective Time be
converted into the right to receive two shares (the "Exchange
Ratio") of Peoples Heritage Common Stock, subject to certain
adjustments for changes in capitalization. At the Effective
Time, each share of Peoples Heritage Common Stock issued and
outstanding immediately prior to the Effective Time will be
unchanged and will remain issued and outstanding, and each
share of First Coastal common stock
Page 5<PAGE>
issued and outstanding prior to the Effective Time will be
converted into one share of BNHC Common Stock and will
otherwise remain issued and outstanding.
The Holding Company Merger is subject to customary closing
conditions, including, among other things, approval of the
Holding Company Merger by the respective shareholders of BNHC
and Peoples Heritage, the receipt of certain regulatory
approvals, the receipt from the parties' respective counsel of
favorable legal opinions with respect to the tax consequences
of the transactions contemplated by the Holding Company Merger
Agreement, the receipt from the parties' respective independent
public accountants of favorable opinions with respect to the
accounting treatment of the transactions contemplated by the
Holding Company Merger Agreement, and the receipt by each of
BNHC and Peoples Heritage of an opinion from the other party's
legal counsel relating to certain legal matters. In addition,
the Holding Company Merger is conditioned upon the
effectiveness of a registration statement to be filed by
Peoples Heritage with the Securities and Exchange Commission
(the "SEC") with respect to the Shares to be issued in the
Holding Company Merger, the approval for listing of such Shares
on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), and the absence of any legal
restraint or injunction. None of the foregoing approvals has
yet been obtained, and there is no assurance as to if or when
such approvals will be obtained. The Holding Company Merger
and the transactions contemplated by the Holding Company Merger
Agreement will be submitted for approval at meetings of the
stockholders of BNHC and Peoples Heritage that are expected to
take place in the first quarter of 1996.
The Holding Company Merger Agreement contains certain
covenants of the parties regarding the conduct of their
respective businesses pending the consummation of the Holding
Company Merger. Generally, the parties must carry on their
business in the ordinary course consistent with past practice
and use all reasonable efforts to preserve intact their present
business organizations and relationships; may not increase
dividends on common stock beyond levels specified therein; may
not effect any recapitalization, reclassification, stock split,
or like change in capitalization; and may not issue any capital
stock or issue, grant or modify any warrants, options, rights,
convertible securities, or other arrangements which obligate
the party to issue or dispose of any of its capital stock,
other than pursuant to certain preexisting employee benefit
plans, the Option Agreements, Peoples Heritage's stockholder
rights plan, and certain acquisitions permitted to Peoples
Heritage under the Holding Company Merger Agreement. The
Holding Company Merger Agreement also contains restrictions on
the parties relating to, among other things, charter and by-law
amendments, acquisitions, and actions which could affect the
contemplated pooling-of-interest accounting or favorable tax
treatment of
Page 6<PAGE>
the Holding Company Merger. The Holding Company Merger
Agreement further contains certain restrictions on BNHC and the
Bank relating to, among other things, purchase of shares of
BNHC Common Stock, encumbrance of shares of stock held by BNHC
in the Bank, certain increases in employee and director
compensation, modifications to certain employee benefit plans,
incurrence of indebtedness, changes in accounting methods,
capital expenditures, entrance into derivatives contracts, and
granting of preferential rights to purchase BNHC or Bank
assets.
The Holding Company Merger Agreement further restricts the
parties from soliciting or encouraging any inquiries or
proposals, or participating in any negotiations or discussions
(other than between the parties and certain respective
affiliates, and other than by Peoples Heritage relating to
acquisitions which would not materially affect its ability to
consummate the transactions contemplated by the Holding Company
Merger Agreement) with respect to or concerning any
acquisition, lease or purchase of all or a substantial portion
of assets of, or any equity interest in, such party or its
subsidiaries, unless otherwise required by the fiduciary duties
of the parties' respective boards of directors.
The Holding Company Merger Agreement provides that the
Board of Directors of Peoples Heritage after the Effective Time
will include Mr. Davis P. Thurber, Chairman of the Board and
President of BNHC, and Mr. Paul R. Shea, Senior Executive Vice
President of BNHC. During the one year following the Effective
Time of the Holding Company Merger, Peoples Heritage will
consider for election to its Board of Directors one nominee who
will be recommended by the Board of Directors of BNHC.
The Holding Company Merger Agreement may be terminated (i)
by mutual consent of the parties; (ii) by a non-breaching party
if the other party (a) breaches any material covenants or
undertakings contained in the Holding Company Merger Agreement,
or (b) materially breaches any representations or warranties
contained in the Holding Company Merger Agreement, in each case
if such breach has not been cured within thirty days after
notice; (iii) by any party if either Peoples Heritage's or
BNHC's shareholders do not approve the Holding Company Merger
Agreement, unless such failure to approve is caused by the
failure of the party seeking to terminate to materially perform
its obligations under the Holding Company Merger Agreement;
(iv) by any party if certain required regulatory or third party
approvals or consents are not obtained; (v) by either Peoples
Heritage or BNHC if the Holding Company Merger is not
consummated by October 25, 1996, unless the failure to
consummate the Holding Company Merger is due to a breach by the
party seeking to terminate of its obligations under the Holding
Company Merger Agreement; or (vi) by BNHC, at any time during
the 10-day period commencing on the date on which Federal
Reserve Board approval for consummation of the Holding Company
Page 7<PAGE>
Merger is received, if the average of the daily closing prices
of a share of Peoples Heritage Common Stock during the 20 days
preceding such approval date (the "Average Closing Price") is
less than $16.00 per share, provided that in the event BNHC
elects to exercise this termination right and upon notice,
Peoples Heritage will have the right to adjust the Exchange
Ratio such that when the Exchange Ratio, as adjusted, is
multiplied by the Average Closing Price, the product is greater
than or equal to $32.00, in which case the Holding Company
Merger Agreement will not be terminated.
The Holding Company Merger Agreement also provides for
termination by Peoples Heritage or BNHC upon notice of certain
adverse findings during a nine-day post-signing due diligence
review period, which period had run as of the date of this Form
13D with no such notice of termination received by either
party.
Concurrently with entering into the Holding Company Merger
Agreement, BNHC and Peoples Heritage entered into the Peoples
Heritage Option Agreement pursuant to which Peoples Heritage
granted to BNHC the Peoples Heritage Option.
Under the Peoples Heritage Option Agreement, the Peoples
Heritage Option will become exercisable (so long as BNHC is not
in material breach of the Peoples Heritage Option Agreement or
the Holding Company Merger Agreement, and no injunction against
delivery of Shares covered by the Peoples Heritage Option
Agreement is in effect) upon the occurrence of a Purchase Event
(as defined in the Peoples Heritage Option Agreement),
including, among other things, (1) Peoples Heritage
authorizing, recommending or publicly proposing, or publicly
announcing an intention to authorize, recommend or propose, or
entering into an agreement (other than with BNHC or the Bank)
to effect (a) a merger, consolidation or similar transaction,
(b) disposition of at least 20% of the consolidated assets of
Peoples Heritage and its subsidiaries, or (c) the issuance,
sale or other disposition of securities representing at least
20% of the voting power of Peoples Heritage or its
subsidiaries; or (2) the acquisition of or acquisition of the
right to acquire beneficial ownership of at least 25% of the
then outstanding shares of Peoples Heritage Common Stock by a
third party (other than by BNHC or the Bank). Under the
Peoples Heritage Option Agreement, at any time during which the
Peoples Heritage Option is exercisable, BNHC may request
Peoples Heritage to repurchase the Peoples Heritage Option and
any Shares purchased pursuant thereto under certain
circumstances and conditions, and at a price specified in the
Peoples Heritage Option Agreement.
The Peoples Heritage Option Agreement terminates upon the
earliest of (i) the Effective Time of the Holding Company
Merger, (ii) termination of the Holding Company Merger
Page 8<PAGE>
Agreement in accordance with its terms prior to (a) the
occurrence of a Purchase Event, or (b) the occurrence of
certain other Preliminary Purchase Events (as defined in the
Peoples Heritage Option Agreement) including, among other
things, (1) the commencement by a third party of a tender or
exchange offer for 10% of Peoples Heritage then outstanding
Shares, (2) the failure by Peoples Heritage shareholders to
approve the Holding Company Merger Agreement, (3) the
withdrawal or adverse modification of the recommendation of
Peoples Heritage's Board of Directors in respect of the Holding
Company Merger Agreement, or (4) a material breach by Peoples
Heritage of the Holding Company Merger Agreement entitling BNHC
to terminate thereunder (without regard to the period provided
to cure, unless such cure is promptly effected without
jeopardizing consummation of the Holding Company Merger), in
the case of (2), (3) and (4) following the announcement or
commencement by a third party of certain transactions,
proposals or filings involving Peoples Heritage, (iii) the
passing of 12 months following termination of the Holding
Company Merger Agreement by BNHC due to a breach by Peoples
Heritage of covenants, representations or warranties made by it
therein, and (iv) the passing of 12 months following a Purchase
Event or Preliminary Purchase Event.
The Peoples Heritage Option Agreement provides that in the
event Peoples Heritage enters into certain transactions with
third parties, BNHC will have the right to substitute for the
Peoples Heritage Option a substitute option with (i) the
continuing or surviving corporation, in the case of a merger or
consolidation with Peoples Heritage, (ii) the transferee, in
the case of a transfer of all or substantially all of Peoples
Heritage's assets, or (iii) with Peoples Heritage. In such
case, the substitute option will have the same or, if not so
permitted by law, as similar as possible terms as the Peoples
Heritage Option, with the number of shares covered by the
substitute option and the exercise price therefor determined as
specified in the Peoples Heritage Option Agreement.
Except as set forth herein or in the Exhibits hereto, to
the best of BNHC's knowledge, Peoples Heritage does not have
any current plans or proposals that relate to or would result
in:
(A) The acquisition by any person of additional shares of
Peoples Heritage Common Stock or the disposition of
shares of Peoples Heritage Common Stock;
(B) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving
Peoples Heritage or any of its subsidiaries;
(C) A sale or transfer of a material amount of assets of
Peoples Heritage or any of its subsidiaries;
Page 9<PAGE>
(D) Any change in the present Board of Directors or
management of Peoples Heritage, including any plans
or proposals to change the number or terms of
directors or to fill any existing vacancies on the
board;
(E) Any material change in the present capitalization or
dividend policy of Peoples Heritage;
(F) Any other material change in Peoples Heritage's
business or corporate structure;
(G) Any changes in Peoples Heritage's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of
Peoples Heritage by any person;
(H) Causing a class of securities of Peoples Heritage to
be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national
securities association;
(I) A Class of equity securities of Peoples Heritage
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or
(J) Any action similar to any of those enumerated above.
The foregoing descriptions of the Holding Company Merger
Agreement, the Peoples Heritage Option Agreement and the press
release, dated October 25, 1995, issued by BNHC and Peoples
Heritage relating to the transactions contemplated by the
Holding Company Merger Agreement and the Option Agreements are
qualified in their entirety by reference to copies of each of
such documents which are included as Exhibits 1, 2, and 4,
respectively, to the BNHC Form 8-K and are incorporated herein
by reference in their entirety.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a)-(b) By reason of its execution of the Peoples
Heritage Option Agreement, pursuant to Rule 13d-3(d)(1)(i)
promulgated under the Exchange Act, BNHC may be deemed to have
sole voting and dispositive power with respect to the Peoples
Heritage Common Stock subject to the Peoples Heritage Option
and, accordingly, may be deemed to beneficially own 1,674,894
shares of Peoples Heritage Common Stock, or 9.9% of the Peoples
Heritage Common Stock issued and outstanding as of September
30, 1995 without giving effect to exercise of the Peoples Heritage
Option. However, because the Peoples Heritage Option is exercisable
only in the circumstances set forth in Item 4 of this Schedule 13D,
none of which has occurred as of the date hereof, BNHC
expressly disclaims any beneficial ownership of the 1,674,894
shares of Peoples Heritage Common Stock which are obtainable by
BNHC upon exercise of the Peoples Heritage Option.
Except as set forth above, neither BNHC nor, to the best
of BNHC's knowledge, any of the individuals named in Schedule 1
hereto, is a beneficial owner of any Peoples Heritage Common
Stock.
Page 10<PAGE>
(c) Except as set forth above, no transactions in Peoples
Heritage Common Stock were effected during the past 60 days by
BNHC or, to the best of BNHC's knowledge, by any of the
individuals named in Schedule 1 hereto.
(d) So long as BNHC has not purchased the Shares of
Peoples Heritage Common Stock subject to the Peoples Heritage
Option, BNHC does not have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, any Shares of Peoples Heritage Common Stock.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Concurrently with the entering into of the Peoples
Heritage Option Agreement, Peoples Heritage and BNHC entered
into the BNHC Option Agreement. The BNHC Option Agreement
provides for the purchase by Peoples Heritage of up to 808,767
shares, subject to certain adjustments, of BNHC Common Stock
(the "BNHC Option Shares") at an exercise price, subject to
certain adjustments, of $33 1/2 per share, payable in cash.
The BNHC Option Shares, if issued pursuant to the BNHC Option
Agreement, would represent approximately 19.9% of the BNHC
Common Stock issued and outstanding as of October 25, 1995
without giving effect to the issuance of any shares pursuant to
an exercise of the BNHC Option. With the exception of the
amount of shares subject to the option, the price at which the
option may be exercised, and the percentage of BNHC Common
Stock which would be owned by Peoples Heritage upon exercise of
the option, the terms of the BNHC Option Agreement are
substantially identical in all respects to those of the Peoples
Heritage Option Agreement.
The foregoing description of the BNHC Option Agreement is
qualified in its entirety by reference to the copy of the BNHC
Option Agreement which is filed as Exhibit 3 to the BNHC Form
8-K and incorporated herein by reference.
As described above, the Holding Company Merger Agreement
contains certain customary restrictions on the conduct of the
business of Peoples Heritage, including certain customary
restrictions relating to the Peoples Heritage Common Stock.
Except as provided in the Holding Company Merger Agreement and
the Option Agreements, neither BNHC nor, to the best of BNHC's
knowledge, any of the individuals named in Schedule 1 hereto,
has any contacts, arrangements, understandings, or
relationships (legal or otherwise), with any person with
respect to any securities of Peoples Heritage, including, but
not limited to, transfer or voting of any securities, finder's
fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or losses, or
the giving or withholding of proxies.
Page 11<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed as part of this Schedule
13D:
Exhibit 1 - Name, Business Address, and Present Principal
Occupation of Each Executive Officer and
Director of Bank of New Hampshire Corporation.
Exhibit 2 - Stock Option Agreement, dated as of October 25,
1995, by and between Peoples Heritage Financial
Group, Inc., as issuer, and Bank of New
Hampshire Corporation, as grantee (incorporated
by reference to Exhibit 2 to Bank of New
Hampshire Corporation's Current Report on Form
8-K dated the date hereof).
Exhibit 3 - Agreement and Plan of Merger, dated as of
October 25, 1995, by and among Peoples Financial
Group, Inc., First Coastal Banks, Inc. and Bank
of New Hampshire Corporation (incorporated by
reference to Exhibit 1 of Bank of New Hampshire
Corporation's Current Report on Form 8-K dated
the date hereof).
Exhibit 4 - Stock Option Agreement, dated as of October 25,
1995, by and between Bank of New Hampshire
Corporation, as issuer, and Peoples Financial
Group, Inc., as grantee (incorporated by
reference to Exhibit 3 of BNHC's Current Report
on Form 8-K dated the date hereof).
Exhibit 5 - Press Release, dated October 25, 1995, relating
to transactions between Peoples Financial Group,
Inc. and Bank of New Hampshire Corporation
(incorporated by reference to Exhibit 5 to Bank
of New Hampshire Corporation's Current Report on
Form 8-K dated the date hereof).
Page 12<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete, and correct.
BANK OF NEW HAMPSHIRE CORPORATION
By: /s/ Gregory D. Landroche
Name: Gregory D. Landroche
Title: Chief Financial Officer
November 3, 1995
Page 13<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
1 Name, Business Address, and Present
Principal Occupation of Each Executive
Officer and Director of Bank of New
Hampshire Corporation.
2 Stock Option Agreement, dated as of
October 25, 1995, by and between Peoples
Heritage Financial Group, Inc., as issuer,
and Bank of New Hampshire Corporation,
Inc., as grantee (incorporated by
reference to Exhibit 2 to Bank of New
Hampshire Corporation's Current Report on
Form 8-K dated the date hereof).
3 Agreement and Plan of Merger, dated as of
October 25, 1995, by and among Peoples
Financial Group, Inc., First Coastal
Banks, Inc. and Bank of New Hampshire
Corporation (incorporated by reference to
Exhibit 1 of Bank of New Hampshire
Corporation's Current Report on Form 8-K
dated the date hereof).
4 Stock Option Agreement, dated as of
October 25, 1995, by and between Bank of
New Hampshire Corporation, as issuer, and
Peoples Financial Group, Inc., as grantee
(incorporated by reference to Exhibit 3 of
BNHC's Current Report on Form 8-K dated
the date hereof).
5 Press Release, dated October 25, 1995,
relating to transactions between Peoples
Financial Group, Inc. and Bank of New
Hampshire Corporation (incorporated by
reference to Exhibit 5 to Bank of New
Hampshire Corporation's Current Report on
Form 8-K dated the date hereof).
Page 14
EXHIBIT 1
NAME, PRINCIPAL BUSINESS, AND ADDRESS
OF THE DIRECTORS AND EXECUTIVE OFFICERS
OF BANK OF NEW HAMPSHIRE CORPORATION
DIRECTORS
DAVIS P. THURBER
Chairman
Bank of New Hampshire
300 Franklin Street
Manchester, NH 03101
PAUL R. SHEA
President and Chief Executive Officer
Bank of New Hampshire
300 Franklin Street
Manchester, NH 03101
ROBERT L. BAILEY
President (Retired)
Bank of New Hampshire, N.A.
P. O. Box 285, Gerrish Island
Kittery Point, ME 03905
ROBERT P. BASS, JR.
Of Counsel
Cleveland Waters & Bass, P.A.
P. O. Box 1137
Concord, NH 03301
ARTHUR E. COMOLLI, D.M.D.
General Dentistry
76 Allds Street
Nashua, NH 03060
RAYMOND G. COTE
President (Retired)
Harvey Construction Co., Inc.
10 Laurel Drive
Bedford, NH 03110
SIDNEY THURBER COX
(Retired)
141 Clinton Street
Watertown, NY 13601
RAYMOND J. CRETEAU
President (Retired)
Riverside Millwork Co., Inc.
520 Shore Drive
Laconia, NH 03246
ROBERT B. FIELD, JR.
Attorney at Law
Sheehan Phinney Bass + Green
Professional Association
One Harbour Place
Portsmouth, NH 03801
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MORTON E. GOULDER
President
M.E. Goulder Enterprises, Inc.
97 Ridge Road, Box 419
Hollis, NH 03049
PHILIP D. LABOMBARDE
(Retired)
60 Indian Rock Road
Nashua, NH 03063
FLOYD A. LAMB
Senior Vice President (Retired)
John Hancock Mutual Life
Insurance Co.
P. O. Box M, 4 Loring Avenue
Kingston, MA 02364
PETER PRUDDEN, JR.
Senior Accout Executive
Moore Business Forms and Systems
Salem, NH 03079
JOSEPH G. SAKEY
Director of Libraries and
Communications (Retired)
48 Waldon Pond Drive
Nashua, NH 03060
GEORGE R. WALKER
Senior Vice President/Counsel
The Concord Group
Insurance Companies
4 Bouton Street
Concord, NH 03301
RICHARD S. WEST
Chairman
Parker & West Management, Inc.
176 Federal Street, 5th Floor
Boston, MA 02110-2209
EXECUTIVE OFFICERS
The principal business address of each Executive Officer
of Bank of New Hampshire Corporation is 300 Franklin Street,
Manchester, New Hampshire 03101.
DAVIS P. THURBER
Chairman and President
PAUL R. SHEA
Senior Executive Vice President
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GREGORY D. LANDROCHE, CPA
Executive Vice President, Treasurer and
Chief Financial Officer
WILLIAM D. BISER, CPA
Senior Vice President, Director of Audit
ALICE L. DeSOUZA
Senior Vice President
Administration and Planning
ROBERT J. McDONALD
Senior Vice President
Loan Administration
ALLEN G. TARBOX, JR.
Senior Vice President
Data Services
ROBERT A. BOULAY, CPA
Vice President and Controller
ROBERT B. FIELD, JR., Esq.
Secretary
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