<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Family Bancorp
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
306883 10 9
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 30, 1996
- --------------------------------------------------------------------------------
(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 832,000 shares, which
constitutes approximately 19.9% of the total number of shares of the issuer
outstanding as of May 30, 1996. Unless otherwise indicated, all ownership
percentages set forth herein assume that as of May 30, 1996 there were 4,188,617
shares of the issuer outstanding.
<PAGE> 2
(Continued on following pages)
- ---------------------- ----------------------
CUSIP No. 306883 10 9 Page 2 of 15 Pages
--- ----
- ---------------------- ----------------------
- --------------------------------------------------------------------------------
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 832,000(1)
BENEFICIALLY ----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 832,000(1)
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
----------------------------------------------------
- --------------------------
(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.
2
<PAGE> 3
- ---------------------- ----------------------
CUSIP No. 306883 10 9 Page 3 of 15 Pages
--- ----
- ---------------------- ----------------------
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
832,000(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
- --------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.10 per
share ("Company Common Stock," an individual share of which, a "Share"), of
Family Bancorp (the "Company"), a corporation organized and existing under the
laws of the Commonwealth of Massachusetts and registered as a savings and loan
holding company under the Home Owners' Loan Act, as amended. The principal
executive offices of the Company are located at 153 Merrimack Street, Haverhill,
Massachusetts 01830.
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 Bank Holding Company Act of 1956, as amended. 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
- ---------------------
(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.
3
<PAGE> 4
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 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 May 30, 1996, by and
between the Company, as issuer, and Peoples Heritage, as grantee (the "Company
Option Agreement"), the Company has granted Peoples Heritage an irrevocable
option to purchase the Shares covered by this Schedule 13D (the "Company
Option"). Specifically, the Company Option grants Peoples Heritage the right to
purchase up to 832,000 Shares (approximately 19.9% of the number of Shares
outstanding on May 30, 1996, without giving effect to the issuance of any Shares
pursuant to an exercise of the Company Option), subject to certain adjustments,
at a price, subject to certain adjustments, of $20.50 per Share. The Company
Option was granted by the Company as a condition of and in consideration for
Peoples Heritage's entering into the Agreement and Plan of Merger, dated as of
May 30, 1996, by and among Peoples Heritage, Peoples Heritage Merger Corp.
("PHMC"), a Maine corporation and a wholly-owned subsidiary of Peoples Heritage,
and the Company (the "Agreement").
The exercise of the Company Option for the full number of Shares
currently covered thereby would require aggregate funds of $17,056,000. It is
anticipated that, should the Company Option become exercisable and should
Peoples Heritage elect to exercise the Company Option, Peoples Heritage would
obtain the funds for purchase from working capital.
A copy of the Company 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 May 30, 1996, the Company, Peoples Heritage and PHMC entered into
the Agreement, pursuant to which the Company will, subject to the conditions and
upon the terms stated therein, merge with and into PHMC (the "Merger"), with
PHMC surviving the Merger as a wholly-owned subsidiary of Peoples Heritage. The
Company and Peoples Heritage also entered into a Stock Option Agreement (the
"Peoples Heritage Option
4
<PAGE> 5
Agreement," and together with the Company Option Agreement, the "Option
Agreements"), pursuant to which Peoples Heritage granted to the Company an
option (the "Peoples Heritage Option") to purchase up to 1,500,000 shares,
subject to certain adjustments, of Peoples Heritage common stock, $.01 par value
per share ("Peoples Heritage Common Stock"), at a price, subject to certain
adjustments, of $19.75 per share. The Company 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
Agreement.
In accordance with the Agreement, each share (other than (i) shares
with respect to which dissenters' rights are perfected under applicable
Massachusetts 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 Company Common
Stock outstanding immediately prior to the effective time of the Merger (the
"Effective Time") will at the Effective Time be converted into the right to
receive 1.26 shares (the "Exchange Ratio") of Peoples Heritage Common Stock,
subject to possible adjustment under certain circumstances. 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 PHMC common stock issued and outstanding
immediately prior to the Effective Time similarly will be unchanged and will
remain issued and outstanding.
The Merger is subject to customary closing conditions, including, among
other things, approval of the Merger by the respective shareholders of the
Company and Peoples Heritage, the receipt of requisite regulatory approvals, the
receipt from the parties' respective counsel of favorable legal opinions with
respect to the tax consequences of the Merger, the receipt by each of the
Company and Peoples Heritage of an opinion from the other party's legal counsel
relating to certain legal matters, the effectiveness of a registration statement
to be filed by Peoples Heritage with the Securities and Exchange Commission with
respect to the shares of Peoples Heritage Common Stock to be issued in the
Merger, the approval for listing of such shares of Peoples Heritage Common Stock
on the Nasdaq Stock Market's National Market and the absence of any legal
restraint or injunction relating to the Merger. In addition, it is a condition
to Peoples Heritage's obligation to consummate the Merger that any dissenting
Shares under applicable Massachusetts law constitute not more than 10% of the
outstanding shares of Company Common Stock immediately prior to the Effective
Time. 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 and the
transactions contemplated by the Agreement will be submitted for approval at
meetings of the shareholders of the Company and Peoples Heritage that are
expected to take place in 1996.
The Agreement contains certain covenants of the parties regarding the
conduct of their respective businesses pending the consummation of the Merger.
Generally, the Company and its subsidiaries must carry on their business in the
ordinary course consistent
5
<PAGE> 6
with past practice and use all reasonable efforts to preserve intact their
present business organizations and relationships; may not increase dividends on
the Company 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 the issuance of Shares upon the exercise of outstanding options to purchase
Company Common Stock under the Company's existing stock option plans and the
issuance of Shares pursuant to the Company Option Agreement. The Agreement also
contains restrictions on the Company relating to, among other things, charter
and bylaw amendments, acquisitions and actions which could affect the treatment
of the Merger as a reorganization for purposes of Section 368 of the Internal
Revenue Code. The Agreement further contains certain restrictions on the Company
and its subsidiaries relating to, among other things, purchase of shares of
Company Common Stock, encumbrance of shares of stock held by the Company and its
subsidiaries, 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 assets or rights of
the Company or its subsidiaries.
The Agreement further restricts the Company from soliciting or
encouraging any inquiries or proposals, or participating in any negotiations or
discussions (other than with Peoples Heritage or any of its affiliates) with
respect to or concerning any acquisition, lease or purchase of all or a
substantial portion of assets of, or any equity interest in, the Company or a
subsidiary of the Company, unless otherwise required by the fiduciary duties of
the Company's Board of Directors.
The Agreement generally provides that Peoples Heritage may not amend
its articles or bylaws in a manner which would adversely affect the terms of the
Peoples Heritage Common Stock or Peoples Heritage's ability to consummate the
transactions contemplated by the Agreement, make any acquisition or take any
other action that would materially adversely affect its ability to consummate
the transactions contemplated by the Agreement in a reasonably timely manner,
increase dividends on the Peoples Heritage Common Stock other than in the
ordinary course of business and consistent with past practice and take any
action that could affect the treatment of the Merger as a reorganization for
purposes of Section 368 of the Internal Revenue Code.
The Agreement provides that Peoples Heritage shall take all action
necessary to appoint or elect, effective as of the Effective Time, one
non-employee director of the Company as of the date of the Agreement who is
designated by the Company and who meets the director qualification requirements
set forth in Peoples Heritages' Bylaws and is otherwise acceptable to Peoples
Heritage as a director of Peoples Heritage. The Agreement also provides for the
nomination of such person for election as a director of Peoples Heritage at the
first annual meeting of shareholders of Peoples Heritage following consummation
of the Merger.
6
<PAGE> 7
The 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 Agreement or (b) materially breaches
any representations or warranties contained in the 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 the Company's shareholders do not approve
the Agreement, unless such failure to approve is caused by the failure of the
party seeking to terminate to materially perform its obligations under the
Agreement; (iv) by any party if certain required regulatory or third party
approvals or consents are not obtained; (v) by either Peoples Heritage or the
Company if the Merger is not consummated by May 30, 1997, unless the failure to
consummate the Merger is due to a breach by the party seeking to terminate of
its obligations under the Agreement; or (vi) by the Company, at any time during
the five-day period following the Pricing Period (as defined below), if the
average of the daily closing prices of a share of Peoples Heritage Common Stock
during the Pricing Period (the "Average Closing Price") is less than $15.00 per
share, provided that in the event the Company 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 not less than $18.90, in
which case the Agreement will not be terminated. The term "Pricing Period" is
defined in the Agreement to mean the period of ten consecutive trading days
following the Determination Date, and the "Determination Date" is defined in the
Agreement to mean the earlier of (x) the date on which the last regulatory
approval required to consummate the Merger is obtained and (y) December 1, 1996.
Concurrently with entering into the Agreement, Peoples Heritage and the
Company entered into the Company Option Agreement pursuant to which the Company
granted to Peoples Heritage the Company Option. Under the Company Option
Agreement, the Company Option will become exercisable (so long as Peoples
Heritage is not in material breach of the Company Option Agreement or the
Agreement, and no injunction against delivery of Shares covered by the Company
Option Agreement is in effect) upon the occurrence of a Purchase Event (as
defined in the Company Option Agreement), including, among other things, (1) the
Company 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 15% of the consolidated assets of the Company and its subsidiaries or (c)
the issuance, sale or other disposition of securities representing at least 15%
of the voting power of the Company 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 the Company Common Stock by a third party
(other than by Peoples Heritage or any subsidiary of Peoples Heritage). Under
the Company Option Agreement, at any time during which the Company Option is
exercisable, Peoples Heritage may request the Company to repurchase the Company
Option and any Shares purchased pursuant thereto under certain circumstances and
conditions, and at a price specified in the Company Option Agreement.
7
<PAGE> 8
The Company Option Agreement terminates upon the earliest of (i) the
Effective Time of the Merger, (ii) termination of the 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
Company Option Agreement), including, among other things, (1) the commencement
by a third party of a tender or exchange offer for 10% of the Company's then
outstanding Shares, (2) the failure by the Company's shareholders to approve the
Agreement, (3) the withdrawal or adverse modification of the recommendation of
the Company's Board of Directors in respect of the Agreement or (4) a material
breach by the Company of the 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 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 the Company, (iii) the
passing of 12 months following termination of the Agreement by Peoples Heritage
due to a breach by the Company of covenants, representations or warranties made
by it therein and (iv) the passing of 12 months following termination of the
Agreement following the occurrence of a Purchase Event or a Preliminary Purchase
Event.
The Company Option Agreement provides that in the event the Company
enters into certain transactions with third parties, Peoples Heritage will have
the right to substitute for the Company Option a substitute option with (i) the
continuing or surviving corporation, in the case of a merger or consolidation
with the Company, (ii) the transferee, in the case of a transfer of all or
substantially all of Company's assets or (iii) with the Company. In such case,
the substitute option will have the same or, if not so permitted by law, as
similar as possible terms as the Company Option, with the number of shares
covered by the substitute option and the exercise price therefor determined as
specified in the Company Option Agreement.
Except as set forth herein or in the exhibits hereto, to the best of
Peoples Heritage's knowledge, the Company 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 Company
Common Stock or the disposition of shares of Company Common
Stock;
(B) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;
(C) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(D) Any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or
terms of directors or to fill any existing vacancies on the
board;
8
<PAGE> 9
(E) Any material change in the present capitalization or dividend
policy of the Company;
(F) Any other material change in the Company's business or corporate
structure;
(G) Any changes in the Company's articles of organization, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person;
(H) Causing a class of securities of the Company 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 the Company 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 Agreement, the Company Option
Agreement and the press release, dated May 31, 1996, issued by the Company and
Peoples Heritage relating to the transactions contemplated by the 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.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a)-(b) By reason of its execution of the Company 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 Company Common Stock subject to the Company Option and, accordingly, may be
deemed to beneficially own 832,000 shares of Company Common Stock, or 19.9% of
the Company Common Stock issued and outstanding as of May 30, 1996 without
giving effect to the issuance of any shares pursuant to an exercise of the
Company Option. However, because the Company 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 832,000 shares of Company Common Stock which are
obtainable by Peoples Heritage upon exercise of the Company Option.
Except as set forth above, neither Peoples Heritage nor, to the best of
Peoples Heritage's knowledge, any of the individuals named in Exhibit 1 hereto,
is a beneficial owner of any Company Common Stock.
9
<PAGE> 10
(c) Except as set forth above, no transactions in Company 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 Company
Common Stock subject to the Company 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 Company 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 Company Option Agreement,
the Company and Peoples Heritage entered into the Peoples Heritage Option
Agreement. The Peoples Heritage Option Agreement provides for the purchase by
the Company of up to 1,500,000 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 6.0% of the Peoples
Heritage Common Stock issued and outstanding as of May 30, 1996, 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 the Company upon exercise
of the option, the terms of the Peoples Heritage Option Agreement are
substantially identical in all respects to those of the Company 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 Agreement contains certain customary
restrictions on the conduct of the business of the Company, including certain
customary restrictions relating to the Company Common Stock. Except as provided
in the 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 the Company,
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.
10
<PAGE> 11
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 May 30, 1996, by and between
Family Bancorp, 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 May 30, 1996, by and
among Peoples Heritage Financial Group, Inc., Peoples Heritage
Merger Corp. and Family Bancorp (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 May 30, 1996, by and between
Peoples Heritage Financial Group, Inc., as issuer, and Family
Bancorp, 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 May 31, 1996, relating to transactions
between Peoples Heritage Financial Group, Inc. and Family Bancorp
(incorporated by reference to Exhibit 20 to Peoples Heritage
Financial Group, Inc.'s Current Report on Form 8-K dated the date
hereof).
11
<PAGE> 12
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
June 3, 1996
12
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Description Page No.
- ------- ----------------------------------------- ----------
<S> <C> <C>
1 Name, Business Address, and Present
Principal Occupation of Each Executive
Officer and Director of Peoples Heritage
Financial Group, Inc. 14
2 Stock Option Agreement, dated as of May
30, 1996, by and between Family Bancorp,
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
May 30, 1996, by and among Peoples
Heritage Financial Group, Inc., Peoples
Heritage Merger Corp. and Family Bancorp
(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 May
30, 1996, by and between Peoples Heritage
Financial Group, Inc., as issuer, and Family
Bancorp, 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 May 31, 1996, relating
to transactions between Peoples Heritage
Financial Group, Inc. and Family Bancorp
(incorporated by reference to Exhibit 20 to
Peoples Heritage Financial Group, Inc.'s
Current Report on Form 8-K dated the date
hereof). --
</TABLE>
13
<PAGE> 1
EXHIBIT 1
Name, Principal Business and Address
of the Directors and Executive Officers
of Peoples Heritage Financial Group, Inc.
Directors
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
14
<PAGE> 2
Katherine M. Greenleaf
Principal
Katherine M. Greenleaf Consulting
Malcolm W. Philbrook, Jr.
Attorney and President
Crockett, Philbrook
& Crouch, P.A.
Curtis M. Scribner
President
J.B. Brown & Sons
Paul R. Shea
President and Chief Executive Officer
Bank of New Hampshire
Davis P. Thurber
Retired; Chairman of the Board
of Bank of New Hampshire
Dana S. Levenson
President
Ann Ellen Enterprises, Inc.
Executive Officers who are not Directors
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.
Peter J. Verrill
Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Treasurer
John W. Fridlington
Executive Vice President
Henry G. Beyer
Executive Vice President
Carol L. Mitchell
Senior Vice President, General Counsel
and Clerk
15
