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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CFX Corporation
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(Name of Issuer)
Common Stock, par value $.66 2/3 per share
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(Title of Class of Securities)
12525V102
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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 27, 1997
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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 [ ].
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 "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act.
The total number of shares reported herein is 4,793,062 shares, which
constitutes approximately 19.9% of the total number of shares of the issuer
outstanding as of October 27, 1997. Unless otherwise indicated, all ownership
percentages set forth herein assume that as of October 27, 1997, there were
24,002,744 shares of the issuer outstanding.
Page 1 of 18 Pages
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<TABLE>
<CAPTION>
CUSIP No. 12525V102 Page 2 of 18 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
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
Maine
NUMBER OF 7. SOLE VOTING POWER
SHARES 4,793,062 1/
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 4,793,062 1/
10. SHARED DISPOSITIVE POWER
0
</TABLE>
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1/ The Reporting Person disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 under the Exchange Act. See Item 5 of this
Schedule 13D.
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<TABLE>
<CAPTION>
CUSIP No. 12525V102 Page 3 of 18 Pages
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<S> <C> <C>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,793,062 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)
19.9%
14. TYPE OF REPORTING PERSON
CO, HC
</TABLE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $.66 2/3 per
share (the "CFX Common Stock"), of CFX Corporation ("CFX"), 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 CFX are
located at 102 Maine Street, Keene, New Hampshire 03431.
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
Maine, New Hampshire and Massachusetts. 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 director and executive officer of Peoples Heritage 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 Exchange Act. 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 27, 1997,
between CFX, as issuer, and Peoples Heritage, as grantee (the "CFX Option
Agreement"), CFX has granted Peoples Heritage an irrevocable option to purchase
the shares of CFX Common Stock covered by this Schedule 13D under certain
circumstances (the "CFX Option"). Specifically, the CFX Option grants Peoples
Heritage the right to purchase up to 4,793,062 shares of CFX Common Stock (the
"CFX Option Shares") (which represent 19.9% of the number of shares outstanding
on October 27, 1997, without giving effect to the issuance of any shares
pursuant to an exercise of the CFX Option), subject to certain adjustments, at
a price, subject to certain adjustments, of $22.69 per share. The CFX Option
was granted by CFX as a condition of and in consideration for Peoples Heritage
entering into an Agreement and Plan of Merger, dated as of October 27, 1997,
between Peoples Heritage and CFX (the "Merger Agreement").
The exercise of the CFX Option for the full number of CFX Option
Shares currently covered thereby would require aggregate funds of approximately
$108.8 million. It is anticipated that, should the CFX Option become
exercisable and should Peoples Heritage elect to exercise the CFX Option,
Peoples Heritage would obtain the funds for purchase from working capital.
A copy of the CFX Option Agreement is included as Exhibit 10.1 to the
Current Report on Form 8-K filed by Peoples Heritage with the Securities and
Exchange Commission (the "SEC") on November 3, 1997 and is incorporated herein
by reference in its entirety.
ITEM 4. PURPOSE OF TRANSACTION.
On October 27, 1997, Peoples Heritage and CFX entered into the Merger
Agreement, pursuant to which CFX will, subject to the conditions and upon the
terms stated therein, merge with and into Peoples Heritage (the "Merger"). CFX
and Peoples Heritage also entered into a Stock Option Agreement (the "Peoples
Heritage Option Agreement," and together with the CFX Option Agreement, the
"Option Agreements"), pursuant to which Peoples Heritage granted to CFX an
irrevocable option to purchase shares of Peoples Heritage common stock, $.01
par value per share (the "Peoples Heritage Common Stock") under certain
circumstances (the "Peoples Heritage Option," and together with the CFX
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Option, the "Options"). Specifically, the Peoples Heritage Option grants CFX
the right to purchase up to 2,769,736 shares of Peoples Heritage Common Stock
(the "Peoples Heritage Option Shares") (which represent 10.0% of the number of
shares of Peoples Heritage Common Stock outstanding on October 27, 1997,
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 $43.13 per share. The Peoples Heritage
Option was granted by Peoples Heritage as a condition of and in consideration
for CFX entering into the Merger Agreement.
The Merger Agreement provides, among other things, that as a result of
the Merger each share of CFX Common Stock outstanding immediately prior to the
effective time of the Merger (the "Effective Time") (other than any dissenting
shares under New Hampshire law and certain other shares) will be converted into
the right to receive .667 of a newly-issued share of Peoples Heritage Common
Stock (the "Exchange Ratio").
The Merger is subject to customary closing conditions, including,
among other things, approval of the Merger by the respective shareholders of
CFX and Peoples Heritage, the receipt of all required regulatory approvals of
the Merger and contemplated subsidiary bank mergers, the receipt from the
parties' respective counsel of favorable legal opinions with respect to the tax
consequences of the transactions contemplated by the Merger Agreement, the
receipt by the parties' of a letter from Peoples Heritage's independent public
accountants to the effect that the Merger shall be accounted for as a
pooling-of-interests under generally accepted accounting principles and the
receipt by each of CFX and Peoples Heritage of an opinion from the other
party's legal counsel relating to certain legal matters. In addition, the
Merger is conditioned upon the effectiveness of a registration statement to be
filed by Peoples Heritage with the SEC with respect to the shares of Peoples
Heritage Common Stock to be issued in the Merger and the approval for listing
of such shares on the Nasdaq Stock Market's National Market, as well as other
customary conditions. 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 Merger Agreement contains certain covenants of the parties
regarding the conduct of their respective businesses pending consummation of
the Merger. Pending consummation of the Merger, CFX and its subsidiaries
generally are required to conduct their respective businesses in the ordinary
course consistent with past practice and to use all reasonable efforts to
preserve their respective business organizations intact. In addition, CFX
shall not, and shall cause each CFX subsidiary not to, among other things,
declare any dividend on the CFX Common Stock, except for regular quarterly cash
dividends which are not in excess of $.22 per share of CFX Common Stock (which
generally shall have the same record and payment dates as the record and
payment dates for quarterly dividends on the Peoples Heritage Common Stock);
issue any shares of its capital stock, other than upon exercise of outstanding
options to purchase CFX Common Stock, pursuant to the CFX Employee Stock
Purchase Plan for any offering period pursuant thereto ended on or before
December 31, 1997 and pursuant to the CFX Option Agreement; effect any
recapitalization,
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reclassification, stock dividend, stock split or like change in capitalization;
take specified actions with respect to its business, including without
limitation increase the rate of compensation of its directors, officers or
employees, enter into or modify any employee benefit plan, change its methods
of accounting or tax reporting, purchase or sell assets, make capital
expenditures, enter into contracts with respect to branch offices, acquire any
business or entity, enter into any new line of business and enter into futures,
options and similar contracts, except in the case of each of the foregoing as
permitted by the Merger Agreement; amend its articles and bylaws; take any
action that would impede the Merger from qualifying for pooling-of-interests
accounting or as a reorganization under the Internal Revenue Code of 1986, as
amended (the "Code"); take any action that would result in any of the
representations and warranties of CFX not being true and correct in any
material respect at or prior to the Effective Time or in any of the conditions
to the Merger set forth in the Merger Agreement not being satisfied; or agree
to do any of the foregoing.
The Merger Agreement further provides that CFX shall not solicit or
encourage any inquiries relating to, or the making of any proposal which
constitutes, an Acquisition Transaction (as defined in the Merger Agreement)
or, except to the extent legally required for the discharge of the fiduciary
duties of the Board of Directors of CFX, as advised by counsel, (i) recommend
or endorse an Acquisition Transaction, (ii) participate in any discussions or
negotiations regarding an Acquisition Transaction or (iii) provide any third
party with any nonpublic information in connection with any inquiry or proposal
relating to an Acquisition Transaction (other than in each case with or to
Peoples Heritage or an affiliate of Peoples Heritage). The term "Acquisition
Transaction" generally is defined in the Merger Agreement to mean any merger or
consolidation involving CFX or a subsidiary of CFX, a purchase, lease or other
acquisition of all or a substantial portion of the assets and liabilities of
CFX or a subsidiary of CFX (other than CFX Funding L.L.C.) or a purchase or
other acquisition of an interest in any class or series of equity securities of
CFX (except as otherwise expressly permitted by the Merger Agreement) or a
subsidiary of CFX.
The Merger Agreement also provides that pending consummation of the
Merger Peoples Heritage and its subsidiaries shall conduct their respective
businesses in substantially the same manner as theretofore conducted, provided
that nothing contained therein shall be deemed to prevent Peoples Heritage from
effecting other acquisitions or entering into new lines of business. In
addition, Peoples Heritage shall not, and shall cause each subsidiary which is
a Significant Subsidiary (as defined in the Merger Agreement) not to, declare
any dividend on the Peoples Heritage Common Stock, except for regular quarterly
cash dividends which are not in excess of $.25 per share of Peoples Heritage
Common Stock; amend its articles and bylaws in a manner which would adversely
affect the Peoples Heritage Common Stock or its ability to consummate the
transactions contemplated by the Merger Agreement; take any action that would
impede the Merger from qualifying for pooling-of-interests accounting or as a
reorganization under the Code; take any action that would result in any of the
representations and warranties of Peoples Heritage not being true and correct
in any material respect at or prior to the Effective Time or in any of the
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conditions to the Merger set forth in the Merger Agreement not being satisfied;
or agree to do any of the foregoing.
The Merger Agreement provides that upon consummation of the Merger (i)
the Board of Directors of Peoples Heritage will include five persons serving as
a director of CFX immediately prior to the Effective Time (including Peter J.
Baxter) designated by CFX and who both meet the director qualification
requirements set forth in the Bylaws of Peoples Heritage and are otherwise
acceptable to Peoples Heritage and (ii) Peter J. Baxter shall be Vice Chairman
of the Board of Directors and an Executive Vice President and Chief Operating
Officer of Peoples Heritage.
The 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 Merger Agreement or (b)
materially breaches any representations or warranties contained in the Merger
Agreement, in each case if such breach has not been cured within thirty days
after notice thereof from the terminating party; (iii) by any party if certain
required regulatory approvals or consents are not obtained; (iv) by any party
if either Peoples Heritage's or CFX's shareholders do not approve the Merger
Agreement, unless such failure to approve is caused by the failure of the party
seeking such termination to materially perform its obligations under the Merger
Agreement; (v) by either Peoples Heritage or CFX if the Merger is not
consummated by October 27, 1998, unless the failure to consummate the Merger is
due to a breach by the party seeking such termination of its obligations under
the Merger Agreement; (vi) by either party if the Board of Directors of the
other party has withdrawn, modified or changed in a manner adverse to the
terminating party its recommendation to its stockholders to approve the Merger
Agreement; (vii) by Peoples Heritage during the 15-day period following
execution of the Merger Agreement if certain additional matters which are
disclosed to Peoples Heritage by CFX within such period so materially and
adversely affect the financial consequences of the transaction contemplated by
the Merger Agreement that in Peoples Heritage's reasonable judgment it would
not have entered into the Merger Agreement had they been known as of the date
of execution of the Merger Agreement; or (viii) by CFX, at any time during the
three-day period commencing on the date on which the last required governmental
approval for consummation of the Merger and the contemplated subsidiary bank
mergers is received (the "Determination Date"), if (x) the number obtained by
dividing 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") by the market price of a share of the Peoples Heritage Common
Stock on the last trading date preceding the first public announcement of the
Merger (the "Starting Price") (the "Peoples Heritage Ratio") is less than .80,
and (y) the Peoples Heritage Ratio is less than the number obtained by dividing
the sum of the weighted final prices of the common stocks of a specified peer
group of 22 publicly-traded bank holding companies on the Determination Date by
the sum of the weighted initial prices of such common stocks on the last
trading date preceding the first public announcement of the Merger, and
subtracting 0.15 from this quotient (the "Index Ratio"), subject, however, to
the following: (1) in the event CFX elects to exercise this
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termination right it must give written notice to Peoples Heritage; (2) during
the three-day period commencing with its receipt of such notice, Peoples
Heritage shall have the option to increase the consideration to be received by
the holders of CFX Common Stock by adjusting the Exchange Ratio to equal the
lesser of (x) a number (rounded to the nearest thousandth) obtained by dividing
(A) the product of the Starting Price, 0.80 and the Exchange Ratio by (B) the
Average Closing Price on the Determination Date and (y) a number (rounded to
the nearest thousandth) obtained by dividing (A) the product of the Index Ratio
and the Exchange Ratio by (B) the Peoples Heritage Ratio; and (3) in the event
Peoples Heritage elects to increase the Exchange Ratio within such three-day
period the Merger Agreement will not be terminated.
Concurrently with entering into the Merger Agreement, Peoples Heritage
and CFX entered into the CFX Option Agreement, pursuant to which CFX granted to
Peoples Heritage the CFX Option.
Under the CFX Option Agreement, the CFX Option will become exercisable
(so long as Peoples Heritage is not in willful breach of any of its covenants
or agreements contained in the Merger Agreement under circumstances that would
entitle CFX to terminate the Merger Agreement) upon the occurrence of both a
Preliminary Purchase Event (as defined in the CFX Option Agreement) and a
Purchase Event (as defined in the CFX Option Agreement) prior to the occurrence
of an Exercise Termination Event (as defined in the CFX Option Agreement).
A "Preliminary Purchase Event" means any of the following events: (1)
CFX shall have authorized, recommended or publicly proposed, or publicly
announced an intention to authorize, recommend or propose, or entered into an
agreement (other than with Peoples Heritage or any subsidiary of Peoples
Heritage) to effect (a) a merger, consolidation or similar transaction with CFX
or any of its subsidiaries, (b) the purchase, lease or other acquisition of all
or a substantial portion of the consolidated assets or consolidated deposits of
CFX and its subsidiaries or (c) the sale or other disposition of securities
representing 10% or more of the voting power of CFX or any of its subsidiaries
(any of the foregoing an "Acquisition Transaction"); (2) any person (other than
Peoples Heritage or any subsidiary of Peoples Heritage) shall have commenced,
or shall have filed a registration statement under the Securities Act of 1933
("Securities Act") with respect to, a tender offer or exchange offer to
purchase any shares of CFX Common Stock such that, upon consummation of such
offer, such person would own or control 10% or more of the then outstanding
shares of CFX Common Stock; (3) the CFX stockholders shall not have approved
the Merger Agreement at the meeting of such stockholders held for the purpose
of voting on the Merger Agreement, such meeting shall not have been held or
shall have been canceled prior to termination of the Merger Agreement or CFX's
Board of Directors shall have withdrawn or modified in a manner adverse to
Peoples Heritage the recommendation of CFX's Board of Directors with respect to
the Merger Agreement, in each case after it shall have been publicly announced
or become publicly known that any person (other than Peoples Heritage or any
subsidiary of Peoples Heritage) shall have made,
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or disclosed an intention to make, a proposal to engage in an Acquisition
Transaction, commenced a tender offer or filed a registration statement under
the Securities Act with respect to an exchange offer or filed an application
(or given notice) under the BHC Act, the Bank Merger Act, as amended, the
Change in Bank Control Act of 1978, as amended, or any other applicable federal
or state banking law for approval to engage in an Acquisition Transaction; or
(4) CFX shall have breached any covenant or obligation contained in the Merger
Agreement and such breach would entitle Peoples Heritage to terminate the
Merger Agreement after (x) a proposal is made by any person (other than Peoples
Heritage or any subsidiary of Peoples Heritage) to CFX or its stockholders to
engage in an Acquisition Transaction, (y) any person (other than Peoples
Heritage or any subsidiary of Peoples Heritage) states its intention to CFX or
its stockholders to make a proposal to engage in an Acquisition Transaction if
the Merger Agreement terminates or (z) any person (other than Peoples Heritage
or any subsidiary of Peoples Heritage) shall have filed an application or
notice with any governmental entity to engage in an Acquisition Transaction. A
"Purchase Event" means any of the following events: (1) the occurrence of the
Preliminary Purchase Event described in clause (1) of the preceding sentence,
except that the percentage referred to in clause (c) of such clause shall be
25%; or (2) any person (other than Peoples Heritage or any subsidiary of
Peoples Heritage) shall have acquired beneficial ownership (as such term is
defined in Rule 13d-3 promulgated under the Exchange Act) of or the right to
acquire beneficial ownership of, or any "group" (as such term is defined in
Section 13(d)(3) of the Exchange Act) shall have been formed which beneficially
owns or has the right to acquire beneficial ownership of, 25% or more of the
then outstanding shares of CFX Common Stock.
Under the CFX Option Agreement, at any time after the first occurrence
of a Repurchase Event (as defined in the CFX Option Agreement) and prior to an
Exercise Termination Event, Peoples Heritage may request CFX to repurchase the
CFX Option and any CFX Option Shares purchased pursuant thereto at an aggregate
price specified in the CFX Option Agreement, provided that the obligation of
CFX to repurchase the CFX Option and any CFX Option Shares under the CFX Option
Agreement shall not terminate upon the occurrence of an Exercise Termination
Event unless no Purchase Event shall have occurred prior to the occurrence of
an Exercise Termination Event.
Each of the following is an "Exercise Termination Event" for purposes
of the CFX Option Agreement: (i) the Effective Time of the Merger, (ii)
termination of the Merger Agreement in accordance with its terms prior to the
occurrence of a Preliminary Purchase Event, except for a termination by Peoples
Heritage due to a breach by CFX of any covenant or undertaking in the Merger
Agreement which would permit Peoples Heritage to terminate the Merger Agreement
pursuant to Section 7.1(b)(i) thereof (a "Default Termination") and (iii) 12
months following termination of the Merger Agreement following the occurrence
of a Preliminary Purchase Event or pursuant to a Default Termination, provided
that if a Preliminary Purchase Event continues or occurs beyond such
termination and prior to the passage of such 12-month period, then the period
shall be 12 months from
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the expiration of the last Preliminary Purchase Event to expire but in no event
more than 18 months after such termination.
The CFX Option Agreement provides that in the event CFX enters into
certain transactions with third parties, Peoples Heritage will have the right
to substitute for the CFX Option a substitute option (the "Substitute Option")
with (i) the continuing or surviving corporation, in the case of a merger or
consolidation with CFX, (ii) the transferee, in the case of a transfer of all
or substantially all of CFX's assets or (iii) with CFX. In such case, the
Substitute Option will have the same or, if not so permitted by law, as similar
as possible terms as the CFX Option, with the number of shares covered by the
Substitute Option and the exercise price therefor determined as specified in
the CFX Option Agreement.
The CFX Option Agreement provides that in no event shall Peoples
Heritage's Total Profit (as defined in the CFX Option Agreement) exceed
$35,000,000 and, if it otherwise would exceed such amount, Peoples Heritage, at
its sole election, shall either (i) reduce the number of shares of CFX Common
Stock subject to the CFX Option, (ii) deliver to CFX for cancellation CFX
Option Shares previously purchased by Peoples Heritage, (iii) pay cash to CFX
or (iv) any combination thereof, so that Peoples Heritage's actually realized
Total Profit shall not exceed $35,000,000 after taking into account the
foregoing actions. The term "Total Profit" means the aggregate amount (before
taxes) of the following: (i) the amount received by Peoples Heritage pursuant
to CFX's repurchase of the CFX Option (or any portion thereof) pursuant to the
CFX Option Agreement, (ii) (x) the amount received by Peoples Heritage pursuant
to CFX's repurchase of the CFX Option Shares, less (y) Peoples Heritage's
purchase price for such CFX Option Shares, (iii) (x) the net cash amounts
received by Peoples Heritage pursuant to the sale of CFX Option Shares (or any
other securities into which such CFX Option Shares are converted or exchanged)
to any unaffiliated party, less (y) Peoples Heritage's purchase price of such
CFX Option Shares, (iv) any amounts received by Peoples Heritage on the
transfer of the CFX Option (or any portion thereof) to any unaffiliated party
and (v) any equivalent amount with respect to the Substitute Option.
The CFX Option Agreement also provides that the CFX Option may not be
exercised for a number of shares as would, as of the date of exercise, result
in a Notional Total Profit (as defined in the CFX Option Agreement) of more
than $35,000,000, provided that this provision shall not restrict any exercise
of the CFX Option permitted on any subsequent date. The term "Notional Total
Profit" means with respect to any number of shares as to which Peoples Heritage
may propose to exercise the CFX Option the Total Profit determined as of the
date of such proposed exercise assuming that the CFX Option were exercised on
such date for such number of shares and assuming that such shares, together
with all other CFX Option Shares held by Peoples Heritage and its affiliates as
of such date, were sold for cash at the closing market price for the CFX Common
Stock as of the close of business on the preceding trading day (less customary
brokerage commissions).
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Except as set forth herein or in the Exhibits hereto, to the best of
Peoples Heritage's knowledge, CFX 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 CFX
Common Stock or the disposition of shares of CFX Common Stock;
(B) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving CFX or any of its
subsidiaries;
(C) A sale or transfer of a material amount of assets of CFX or
any of its subsidiaries;
(D) Any change in the present Board of Directors or management of
CFX, 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 CFX;
(F) Any other material change in CFX's business or corporate
structure;
(G) Any changes in CFX's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of CFX by any person;
(H) Causing a class of securities of CFX 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 CFX 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 Merger Agreement and the CFX Option
Agreement are qualified in their entirety by reference to such documents,
copies of which are included as Exhibits 2.1 and 10.1, respectively, to the
Current Report on Form 8-K filed by Peoples Heritage on November 3, 1997 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 CFX Option Agreement,
pursuant to Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, Peoples
Heritage may be deemed
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to have sole voting and sole dispositive power with respect to the CFX Common
Stock subject to the CFX Option and, accordingly, may be deemed to beneficially
own 4,793,062 shares of CFX Common Stock, or 19.9% of the CFX Common Stock
issued and outstanding as of October 27, 1997, without giving effect to the
issuance of any shares pursuant to an exercise of the CFX Option. However,
because the CFX 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 4,793,062
shares of CFX Common Stock which are obtainable by Peoples Heritage upon
exercise of the CFX 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 CFX Common Stock.
(c) Except as set forth above, no transactions in CFX 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
CFX Common Stock subject to the CFX 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 CFX 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 CFX Option Agreement, CFX
and Peoples Heritage entered into the Peoples Heritage Option Agreement. See
Item 4 above. 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 CFX upon exercise of the
option, the terms of the Peoples Heritage Option Agreement are substantially
identical in all respects to those of the CFX 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 10.2 to the Current Report on Form
8-K filed by Peoples Heritage on November 3, 1997 and incorporated herein by
reference.
As described above, the Merger Agreement contains certain customary
restrictions on the conduct of the business of CFX, including certain customary
restrictions relating to the CFX Common Stock. Except as provided in the
Merger Agreement and the Option Agreements, neither Peoples Heritage nor, to
the best of Peoples Heritage's knowledge, any
13
<PAGE> 13
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 CFX, 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.
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 director and executive officer
of Peoples Heritage Financial Group, Inc.
Exhibit 2 Agreement and Plan of Merger, dated as of
October 27, 1997, between Peoples Heritage
Financial Group, Inc. and CFX Corporation
(incorporated by reference to Exhibit 2.1 to Peoples
Heritage Financial Group, Inc.'s Current Report on
Form 8-K filed on November 3, 1997).
Exhibit 3 Stock Option Agreement, dated as of October 27,
1997, between CFX Corporation, as issuer, and
Peoples Heritage Financial Group, Inc., as grantee
(incorporated by reference to Exhibit 10.1 to
Peoples Heritage Financial Group, Inc.'s Current
Report on Form 8-K filed on November 3, 1997).
Exhibit 4 Stock Option Agreement, dated as of October 27,
1997, between Peoples Heritage Financial Group, Inc.,
as issuer, and CFX Corporation, as grantee
(incorporated by reference to Exhibit 10.2 to
Peoples Heritage Financial Group, Inc.'s Current
Report on Form 8-K filed on November 3, 1997).
Exhibit 5 Press Release, dated October 27, 1997, relating to
transactions between Peoples Heritage Financial
Group, Inc. and CFX Corporation (incorporated by
reference to Exhibit 99.1 to Peoples Heritage
Financial Group, Inc.'s Current Report on Form 8-K
filed on October 27, 1997).
14
<PAGE> 14
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, Chief Operating
Officer, Chief Financial Officer and Treasurer
November 5, 1997
15
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
1 Name, business address and present principal occupation of
each director and executive officer of Peoples Heritage
Financial Group, Inc.
2 Agreement and Plan of Merger, dated as of October 27, 1997,
between Peoples Heritage Financial Group, Inc. and CFX
Corporation (incorporated by reference to Exhibit 2.1 to
Peoples Heritage Financial Group, Inc.'s Current Report on
Form 8-K filed on November 3, 1997).
3 Stock Option Agreement, dated as of October 25, 1997, between
CFX Corporation, as issuer, and Peoples Heritage Financial
Group, Inc., as grantee (incorporated by reference to Exhibit
10.1 to Peoples Heritage Financial Group, Inc.'s Current
Report on Form 8-K filed on November 3, 1997).
4 Stock Option Agreement, dated as of October 27, 1997, between
Peoples Heritage Financial Group, Inc., as issuer, and CFX
Corporation, as grantee (incorporated by reference to Exhibit
10.2 to Peoples Heritage Financial Group, Inc.'s Current
Report on Form 8-K filed on November 3, 1997).
5 Press Release, dated October 27, 1997, relating to
transactions between Peoples Heritage Financial Group, Inc.
and CFX Corporation (incorporated by reference to Exhibit 99.1
to Peoples Heritage Financial Group, Inc.'s Current Report on
Form 8-K filed on October 27, 1997).
</TABLE>
<PAGE> 1
Exhibit 1
Name, business address and present principal occupation
of the directors and executive officers
of Peoples Heritage Financial Group, Inc.
-----------------------------------------
Directors
The 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
KATHERINE M. GREENLEAF
Principal
Katherine M. Greenleaf Consulting
<PAGE> 2
DANA S. LEVENSON
President
Ann Ellen Enterprises, Inc.
MALCOLM W. PHILBROOK, JR.
Attorney and President
Crockett, Philbrook & Crouch, P.A.
CURTIS M. SCRIBNER
President
C.M. Scribner & Company
PAUL R. SHEA
Retired; former President and Chief Executive Officer of
Bank of New Hampshire
DAVIS P. THURBER
Retired; Chairman of the Board of Bank of New Hampshire
JOHN E. VEASEY
President
Cedardale, Inc.
Executive Officers who are not Directors
The 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.
PETER J. VERRILL
Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Treasurer
R. SCOTT BACON
Executive Vice President and President and
Chief Executive Officer of Bank of New Hampshire
DAVID D. HINDLE
Executive Vice President and President and
Chief Executive Officer of Family Bank, F.S.B.
JOHN W. FRIDLINGTON
Executive Vice President
2
<PAGE> 3
GLEN MCALLISTER
Executive Vice President
CAROL L. MITCHELL
Executive Vice President, General Counsel and Clerk
WENDY SUEHRSTEDT
Executive Vice President
3
