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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Bank of New Hampshire Corporation
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(Name of Issuer)
Common Stock, No Par Value With a Stated Value of $2.50 Per Share
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(Title of Class of Securities)
063854103
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(CUSIP Number)
William J. Ryan
Chairman, President and Chief Executive Officer
Peoples Heritage Financial Group, Inc.
One Portland Square
Portland, Maine 04112-9540
(207) 761-8500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 25, 1995
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(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 808,767 shares, which
constitutes approximately 19.9% of the total number of shares of the issuer
outstanding as of September 30, 1995. Unless otherwise indicated, all ownership
percentages set forth herein assume that as of September 30, 1995, there were
4,064,156 shares of the issuer outstanding.
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(Continued on following pages)
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CUSIP No. 063854103 Page 2 of 16 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peoples Heritage Financial Group, Inc.
IRS Employer Identification No. 01-0437984
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
Not Applicable (b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) / /
Not applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maine
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. SOLE VOTING POWER
808,767(1)
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8. SHARED VOTING POWER
0
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9. SOLE DISPOSITIVE POWER
808,767(1)
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10. SHARED DISPOSITIVE POWER
0
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(1) The Reporting Person disclaims beneficial ownership of htese shares
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as
amended. See Item 5 of this Schedule 13D.
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CUSIP No. 063854103 Page 3 of 16 Pages
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
808,7672/
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
Not Applicable
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
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14. TYPE OF REPORTING PERSON
CO, HC
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, no par value with a stated
value of $2.50 per share ("BNHC Common Stock," an individual share of which, a
"Share"), of 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 Bank Holding Company Act of 1956, as amended (the
"BHC Act"). The principal executive offices of BNHC are located at 300 Franklin
Street, Manchester, New Hampshire 03101.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This Schedule 13D is filed by 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
BHC Act. Through its subsidiaries, Peoples Heritage provides a wide range of
financial services to individuals and businesses located in both Maine and New
Hampshire. Peoples Heritage's principal offices are located at One Portland
Square, Portland, Maine 04112-9540.
Each executive officer and each director of Peoples Heritage is a citizen
of the United States. The name, business address, and present principal
occupation of each executive officer and director is set forth in Exhibit 1 to
this Schedule 13D and is specifically incorporated herein by reference.
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(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.
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(d)-(e) During the last five years, neither Peoples Heritage nor, to the
best of Peoples Heritage'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 a result of which Peoples
Heritage 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 BNHC, as issuer, and Peoples Heritage, as grantee (the "BNHC Option
Agreement"), BNHC has granted Peoples Heritage an irrevocable option to purchase
the Shares covered by this Schedule 13D (the "BNHC Option"). Specifically, the
BNHC Option grants Peoples Heritage the right to purchase up to 808,767 Shares
(approximately 19.9% 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 BNHC Option), subject to certain adjustments, at a price, subject to certain
adjustments, of $33.50 per Share. The BNHC Option was granted by BNHC as a
condition of and in consideration for Peoples Heritage'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 BNHC Option for the full number of Shares currently
covered thereby would require aggregate funds of $27,093,694.50. It is
anticipated that, should the BNHC Option become exercisable and should Peoples
Heritage elect to exercise the BNHC Option, Peoples Heritage would obtain the
funds for purchase from working capital.
A copy of the BNHC Option Agreement is included as Exhibit 10(a) to Peoples
Heritage's Current Report on Form 8-K dated the date hereof (the "Peoples
Heritage 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 "Peoples Heritage
Option Agreement," and together with the BNHC Option Agreement, the "Option
Agreements"), pursuant to which Peoples Heritage granted to BNHC an option (the
"Peoples Heritage Option") to purchase up to 1,674,894 shares, subject to
certain adjustments, of Peoples Heritage common stock, $.01 par value per share
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("Peoples Heritage Common Stock"), at a price, subject to certain adjustments,
of $19.75 per share. The BNHC Option and the Peoples Heritage 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, Bank of New Hampshire, a New Hampshire-chartered commercial bank and
a wholly-owned subsidiary of BNHC (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
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
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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 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. David 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
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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 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,
Peoples Heritage and BNHC entered into the BNHC Option Agreement pursuant to
which BNHC granted to Peoples Heritage the BNHC Option.
Under the BNHC Option Agreement, the BNHC Option will become exercisable
(so long as Peoples Heritage is not in material breach of the BNHC Option
Agreement or the Holding Company Merger Agreement, and no injunction against
delivery of Shares covered by the BNHC Option Agreement is in effect) upon the
occurrence of a Purchase Event (as defined in the BNHC Option Agreement),
including, among other things, (1) BNHC authorizing, recommending or publicly
proposing, or publicly announcing an intention to authorize, recommend or
propose, or entering into an agreement (other than with Peoples Heritage or any
subsidiary of Peoples Heritage) to effect (a) a merger, consolidation or similar
transaction, (b) disposition of at least 20% of the consolidated assets of BNHC
and its subsidiaries, or (c) the issuance, sale or other disposition of
securities representing at least 20% of the voting power of BNHC 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 BNHC
Common Stock by a third party (other than by Peoples Heritage or any subsidiary
of Peoples Heritage). Under the BNHC Option Agreement, at
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any time during which the BNHC Option is exercisable, Peoples Heritage may
request BNHC to repurchase the BNHC Option and any Shares purchased pursuant
thereto under certain circumstances and conditions, and at a price specified in
the BNHC Option Agreement.
The BNHC Option Agreement terminates upon the earliest of (i) the Effective
Time of the Holding Company Merger, (ii) termination of the Holding Company
Merger 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 BNHC Option Agreement) including, among other things,
(1) the commencement by a third party of a tender or exchange offer for 10% of
BNHC's then outstanding Shares, (2) the failure by BNHC shareholders to approve
the Holding Company Merger Agreement, (3) the withdrawal or adverse modification
of the recommendation of BNHC's Board of Directors in respect of the Holding
Company Merger Agreement, or (4) a material breach by BNHC of the Holding
Company Merger Agreement entitling Peoples Heritage 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 BNHC, (iii)
the passing of 12 months following termination of the Holding Company Merger
Agreement by Peoples Heritage due to a breach by BNHC of covenants,
representations or warranties made by it therein, and (iv) the passing of 12
months following termination of the Holding Company Merger Agreement following
the occurrence of a Purchase Event or a Preliminary Purchase Event.
The BNHC Option Agreement provides that in the event BNHC enters into
certain transactions with third parties, Peoples Heritage will have the right to
substitute for the BNHC Option a substitute option with (i) the continuing or
surviving corporation, in the case of a merger or consolidation with BNHC, (ii)
the transferee, in the case of a transfer of all or substantially all of BNHC's
assets, or (iii) with BNHC. In such case, the substitute option will have the
same or, if not so permitted by law, as similar as possible terms as the BNHC
Option, with the number of shares covered by the substitute option and the
exercise price therefor determined as specified in the BNHC Option Agreement.
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Except as set forth herein or in the Exhibits hereto, to the best of
Peoples Heritage's knowledge, BNHC 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 BNHC Common
Stock or the disposition of shares of BNHC Common Stock;
(B) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving BNHC or any of its
subsidiaries;
(C) A sale or transfer of a material amount of assets of BNHC or any of
its subsidiaries;
(D) Any change in the present Board of Directors or management of BNHC,
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 BNHC;
(F) Any other material change in BNHC's business or corporate structure;
(G) Any changes in BNHC's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of BNHC by any person;
(H) Causing a class of securities of BNHC 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 BNHC becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(J) Any action similar to any of those enumerated above.
The foregoing descriptions of the Holding Company Merger Agreement, the
BNHC 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 2, 10(a), and 20, respectively, to the Peoples Heritage
Form 8-K and are incorporated herein by reference in their entirety.
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ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a)-(b) By reason of its execution of the BNHC Option Agreement, pursuant
to Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, Peoples Heritage may
be deemed to have sole voting and dispositive power with respect to the BNHC
Common Stock subject to the BNHC Option and, accordingly, may be deemed to
beneficially own 808,767 shares of BNHC Common Stock, or 19.9% of the BNHC
Common Stock issued and outstanding as of September 30, 1995, without giving
effect to the issuance of any shares pursuant to an exercise of the BNHC Option.
However, because the BNHC 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, Peoples Heritage expressly disclaims any beneficial ownership of the
808,767 shares of BNHC Common Stock which are obtainable by Peoples Heritage
upon exercise of the BNHC Option.
Except as set forth above, neither Peoples Heritage nor, to the best of
Peoples Heritage's knowledge, any of the individuals named in Schedule 1 hereto,
is a beneficial owner of any BNHC Common Stock.
(c) Except as set forth above, no transactions in BNHC Common Stock were
effected during the past 60 days by Peoples Heritage or, to the best of Peoples
Heritage's knowledge, by any of the individuals named in Schedule 1 hereto.
(d) So long as Peoples Heritage has not purchased the Shares of BNHC
Common Stock subject to the BNHC Option, Peoples Heritage 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 BNHC 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 BNHC Option Agreement, BNHC and
Peoples Heritage entered into the Peoples Heritage Option Agreement. The
Peoples Heritage Option Agreement provides for the purchase by BNHC of up to
1,674,894 shares, subject to certain adjustments, of Peoples Heritage Common
Stock (the "Peoples Heritage Option Shares") at an exercise price, subject to
certain adjustments, of $19.75 per share, payable in cash. The Peoples Heritage
Option Shares, if issued pursuant to the Peoples Heritage Option Agreement,
would represent approximately 9.9% of the Peoples Heritage Common Stock issued
and outstanding as of September 30, 1995, without giving effect to the issuance
of any shares pursuant to an exercise of the Peoples Heritage Option. With the
exception of the number of shares subject to the option, the price at which the
option may be exercised, and the percentage of Peoples Heritage Common Stock
which would be owned by BNHC upon exercise of the option, the terms of the
Peoples Heritage Option
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Agreement are substantially identical in all respects to those of the BNHC
Option Agreement.
The foregoing description of the Peoples Heritage Option Agreement is
qualified in its entirety by reference to the copy of the Peoples Heritage
Option Agreement, which is filed as Exhibit 10(b) to the Peoples Heritage 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 BNHC, including certain
customary restrictions relating to the BNHC Common Stock. Except as provided in
the Holding Company Merger Agreement and the Option Agreements, neither Peoples
Heritage nor, to the best of Peoples Heritage's knowledge, any of the
individuals named in Schedule 1 hereto, has any contracts, arrangements,
understandings, or relationships (legal or otherwise), with any person with
respect to any securities of BNHC, 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.
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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 Peoples Heritage Financial
Group, Inc.
Exhibit 2 - Stock Option Agreement, dated as of October 25, 1995, by and
between Bank of New Hampshire Corporation, as issuer, and Peoples
Heritage Financial Group, Inc., as grantee (incorporated by
reference to Exhibit 10(a) to Peoples Heritage Financial Group,
Inc.'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 Heritage Financial Group, Inc., First Coastal
Banks, Inc. and Bank of New Hampshire Corporation (incorporated
by reference to Exhibit 2 to Peoples Heritage Financial Group,
Inc.'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 Peoples Heritage Financial Group, Inc., as issuer, and
Bank of New Hampshire Corporation, as grantee (incorporated by
reference to Exhibit 10(b) to Peoples Heritage Financial Group,
Inc.'s Current Report on Form 8-K dated the date hereof).
Exhibit 5 - Press Release, dated October 25, 1995, relating to transactions
between Peoples Heritage Financial Group, Inc. and Bank of New
Hampshire Corporation (incorporated by reference to Exhibit 20 to
Peoples Heritage Financial Group, Inc.'s Current Report on Form
8-K dated the date hereof).
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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.
PEOPLES HERITAGE FINANCIAL GROUP,
INC.
By: /s/ Peter J. Verrill
--------------------------------------
Peter J. Verrill
Executive Vice President and
Chief Financial Officer
November 3, 1995
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EXHIBIT INDEX
EXHIBIT DESCRIPTION SEQUENTIAL
PAGE NO.
1 Name, Business Address, and Present Principal
Occupation of Each Executive Officer and Director
of Peoples Heritage Financial Group, Inc. 15
2 Stock Option Agreement, dated as of October 25,
1995, by and between Bank of New Hampshire
Corporation, as issuer, and Peoples Heritage
Financial Group, Inc., as grantee (incorporated by
reference to Exhibit 10(a) to Peoples Heritage
Financial Group, Inc.'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 Heritage Financial
Group, Inc., First Coastal Banks, Inc. and Bank
of New Hampshire Corporation (incorporated by
reference to Exhibit 2 to Peoples Heritage
Financial Group, Inc.'s Current Report on Form
8-K dated the date hereof). --
4 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 10(b) to Peoples Heritage
Financial Group, Inc.'s Current Report on Form
8-K dated the date hereof). --
5 Press Release, dated October 25, 1995, relating
to transactions between Peoples Heritage Financial
Group, Inc. and Bank of New Hampshire Corporation
(incorporated by reference to Exhibit 20 to Peoples
Heritage Financial Group, Inc.'s Current Report
on Form 8-K dated the date hereof). --
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EXHIBIT 1
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NAME, PRINCIPAL BUSINESS, AND ADDRESS
OF THE DIRECTORS AND EXECUTIVE OFFICERS
OF PEOPLES HERITAGE FINANCIAL GROUP, INC.
-----------------------------------------
DIRECTORS
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The principal business address of each director of Peoples Heritage
Financial Group, Inc. is c/o Peoples Heritage Financial Group, Inc., One
Portland Square, Portland, Maine 04112-9540.
WILLIAM J. RYAN
Chairman of the Board, President
and Chief Executive Officer
ROBERT A. MARDEN
Vice Chairman of the Board
Attorney-at-Law,
Marden, Dubord, Bernier
& Stevens
PAMELA P. PLUMB
Vice Chairman of the Board
Pamela Plumb & Associates
ROBERT P. BAHRE
President and Chief Executive
Officer
New Hampshire
International Speedway
EVERETT W. GRAY
Retired Attorney
Real Estate Investor
ANDREW W. GREENE
President
Blue Cross/Blue Shield of Maine
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KATHERINE M. GREENLEAF
Vice President
Human Resources
The Limited Stores
MALCOLM W. PHILBROOK, JR.
Attorney and President
Crockett, Philbrook
& Crouch, P.A.
CURTIS M. SCRIBNER
President
J.B. Brown & Sons
DANA S. LEVENSON
President
Ann Ellen Enterprises, Inc.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
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The principal business address of each executive officer of Peoples
Heritage Financial Group, Inc. who is not a director is c/o Peoples Heritage
Financial Group, Inc., One Portland Square, Portland, Maine 04112-9540.
JOHN E. MENARIO
Senior Executive Vice President
and Chief Operating Officer
PETER J. VERRILL
Executive Vice President
and Chief Financial Officer
JOHN W. FRIDLINGTON
Executive Vice President
HENRY G. BEYER
Executive Vice President
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