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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
October 27, 1997
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(Date of earliest event reported)
CFX CORPORATION
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
New Hampshire 1-10633 02-0402421
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
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102 Main Street
Keene, New Hampshire
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(Address of principal executive offices)
(603) 352-2502
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(Registrant's telephone number
including area code)
N/A
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(Former Name or Former
Address, if changed since
last report)
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ITEM 5. OTHER EVENTS
On October 27, 1997, CFX Corporation (the "Company" or "CFX"), the
registrant, entered into an Agreement and Plan of Merger ("Merger Agreement")
and two separate Stock Option Agreements (collectively the "Transaction
Documents") with Peoples Heritage Financial Group, Inc. ("PHFG").
The Merger Agreement provides that the Company will be merged with and
into PHFG (the "Merger"). Pursuant to the Merger Agreement, each outstanding
share of Company common stock (subject to certain exceptions) will be converted
into the right to receive .667 shares of PHFG's common stock. The consummation
of the Merger requires the satisfaction of certain conditions, including the
approval of the Merger Agreement and the Merger by the shareholders of both the
Company and PHFG, and the receipt of certain regulatory approvals.
The first Stock Option Agreement grants the Company an option (the
"Company Option") to purchase up to 10.0% (subject to adjustment described
therein) of PHFG's outstanding shares of common stock at a purchase price of
$43.13 per share (the "Company Stock Option Agreement"). The second Stock
Option Agreement grants PHFG an option (the "PHFG Option") to purchase up to
19.9% (subject to adjustment described therein) of the Company's outstanding
shares of common stock at a purchase price of $22.69 per share (the "PHFG Stock
Option Agreement"). The Company Option and the PHFG Option are only
exercisable upon certain events, as specified in the respective Stock Option
Agreements, none of which has occurred as of October 27, 1997.
In connection with the Merger, the directors of both the Company and
PHFG have entered into certain individual letter agreements. Each director of
the Company entered into a separate letter agreement with PHFG (the "Company
Letter Agreements") in which such director generally agreed, among other
things, to vote their individual shares of Company common stock for approval of
the Merger Agreement. Correspondingly, each director of PHFG entered into a
separate letter agreement with the Company (the "PHFG Letter Agreements") in
which such director generally agreed, among other things, to do the same with
respect to their individual shares of PHFG common stock. Copies of the forms
of the Company Letter Agreement and the PHFG Letter Agreement are included with
the Current Report on Form 8-K filed by PHFG (Commission file No. 0-16947) on
November 3, 1997 ("PHFG Form 8-K").
For information regarding certain of the terms of the Merger Agreement
and the Stock Option Agreements, reference is made to the joint press release
of CFX and PHFG dated October 27, 1997, included with the Current Report on
Form 8-K filed by PHFG (Commission file No. 0-16947) on October 27, 1997.
Further information may be obtained from the copies of the Transaction
Documents all of which are included with the PHFG Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Not Applicable
(b) Not Applicable
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of October 27,
1997, incorporated by reference from Exhibit 2.1 of
Current Report on Form 8-K filed by Peoples Heritage
Financial Group, Inc. (Commission file No. 0-16947)
on November 3, 1997.
10.1 Stock Option Agreement, dated as of October 27, 1997,
between the Company (as the issuer) and PHFG (as the
grantee) incorporated by reference from Exhibit 10.1
of the Current Report on Form 8-K filed by Peoples
Heritage Financial Group, Inc. (Commission file No.
0-16947) on November 3, 1997.
10.2 Stock Option Agreement dated October 27, 1997,
between PHFG (as the issuer) and the Company (as the
grantee) incorporated by reference from Exhibit 10.2
of the Current Report on Form 8-K filed by Peoples
Heritage Financial Group, Inc. (Commission file No.
0-16947) on November 3, 1997.
10.3 Form of letter agreement between the CFX directors
and PHFG incorporated by reference from Exhibit 10.3
of the Current Report on Form 8-K filed by Peoples
Heritage Financial Group, Inc. (Commission file No.
0-16947) on November 3, 1997.
10.4 Form of letter agreement between the PHFG directors
and CFX incorporated by reference from Exhibit 10.4
of the Current Report on Form 8-K filed by Peoples
Heritage Financial Group, Inc. (Commission file No.
0-16947) on November 3, 1997.
99.1 Joint Press Release dated October 27, 1997,
incorporated by reference from Exhibit 99.1 of the
Current Report on Form 8-K filed by Peoples Heritage
Financial Group, Inc. (Commission file No. 0-16947)
on October 27, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CFX CORPORATION
By: /s/ Mark A. Gavin
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Mark A. Gavin
Executive Vice President and
Chief Operating Officer
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