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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Peoples Heritage Financial Group, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
71114710
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(CUSIP Number)
David D. Hindle
President and Chief Executive Officer
Family Bancorp
153 Merrimack Street
Haverhill, Massachusetts 01830
(508) 374-1911
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 30, 1996
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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 1,505,000 shares, which
constitutes approximately 6.0% 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
25,173,106 shares of the issuer outstanding.
(Continued on following pages)
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CUSIP No. 71114710 Page 2 of 15 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Family Bancorp
IRS Employer Identification No. 04-2987118
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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
Massachusetts
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NUMBER OF 7. SOLE VOTING POWER
SHARES 1,505,000(1)
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 1,505,000(1)/
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10. SHARED DISPOSITIVE POWER
0
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1 The Reporting Person disclaims beneficial ownership of 1,500,000 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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CUSIP No. 71114710 Page 3 of 15 Pages
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,505,000(2)
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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)
6.0%
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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, par value $0.01 per share
("Peoples Heritage Common Stock," an individual share of which, a "Share"), of
Peoples Heritage Financial Group, Inc. ("Peoples Heritage"), a corporation
organized and existing under the laws of the State of Maine and registered as a
bank holding company under the Bank Holding Company Act of 1956, as amended.
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.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This Schedule 13D is filed by Family Bancorp ("Family"), 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. Through its subsidiary, Family provides a
wide range of financial services to individuals and businesses located in both
Massachusetts and New Hampshire. The principal executive offices of Family are
located at 153 Merrimack Street, Haverhill, Massachusetts 01830.
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2 The Reporting Person disclaims beneficial ownership of 1,500,000 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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Each executive officer and each director of Family 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.
(d)-(e) During the last five years, neither Family nor, to the best of
Family'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 Family 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 Peoples Heritage, as issuer, and Family, as grantee (the "the Peoples
Heritage Option Agreement"), Peoples Heritage has granted Family an irrevocable
option to purchase 1,500,000 of the Shares covered by this Schedule 13D (the
"Company Option"). Specifically, the Peoples Heritage Option grants Family the
right to purchase up to 1,500,000 Shares (approximately 6.0% 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 Peoples Heritage Option), subject to
certain adjustments, at a price, subject to certain adjustments, of $19.75 per
Share. The Peoples Heritage Option was granted by Peoples Heritage as a
condition of and in consideration for Family's entering into the Agreement and
Plan of Merger, dated as of May 30, 1996, by and among Family, Peoples Heritage
Merger Corp. ("PHMC"), a Maine corporation and a wholly-owned subsidiary of
Peoples Heritage, and Peoples Heritage (the "Agreement").
The exercise of the Peoples Heritage Option for the full number of Shares
currently covered thereby would require aggregate funds of $29,625,000. It is
anticipated that, should the Peoples Heritage Option become exercisable and
should Family elect to exercise the Peoples Heritage Option, Family would obtain
the funds by liquidating a portion of its $355 million investment portfolio.
A copy of the Peoples Heritage Option Agreement is included as Exhibit
10(a) to Family's Current Report on Form 8-K dated June 6, 1996 (the "Family
Form 8-K") and is incorporated herein by reference in its entirety.
ITEM 4. PURPOSE OF TRANSACTION.
On May 30, 1996, Peoples Heritage, Family and PHMC entered into the
Agreement, pursuant to which Family 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. Peoples
Heritage and Family also entered into a Stock Option
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Agreement (the "Family Option Agreement," and together with the Peoples Heritage
Option Agreement, the "Option Agreements"), pursuant to which Family granted to
Peoples Heritage an option (the "Family Option") to purchase up to 832,000
shares, subject to certain adjustments, of Family common stock, $.10 par value
per share ("Family Common Stock", an individual share of which, a "Family
Share"), at a price, subject to certain adjustments, of $20.50 per share. The
Peoples Heritage Option and the Family 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 Family 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 Peoples
Heritage and Family, 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 Peoples Heritage and
Family 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 Family Shares under
applicable Massachusetts law constitute not more than 10% of the outstanding
shares of Family 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 Peoples Heritage and Family 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, Family and its subsidiaries 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 the Family Common Stock beyond levels specified therein;
may
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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 Family Shares upon the exercise of outstanding options to
purchase Family Common Stock under Family's existing stock option plans and the
issuance of Family Shares pursuant to the Family Option Agreement. The Agreement
also contains restrictions on Family 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 Family and
its subsidiaries relating to, among other things, purchase of shares of Family
Common Stock, encumbrance of shares of stock held by Family 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
Family or its subsidiaries.
The Agreement further restricts Family 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, Family or a subsidiary of Family, unless
otherwise required by the fiduciary duties of Family'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 Family as of the date of the Agreement who is
designated by Family and who meets the director qualification requirements set
forth in Peoples Heritage's 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.
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
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Agreement, in each case if such breach has not been cured within thirty days
after notice; (iii) by any party if either Family's or Peoples Heritage'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
Family or Peoples Heritage 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 its obligations under the Agreement; or (vi) by Family, 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 Family 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, Family and Peoples Heritage
entered into the Peoples Heritage Option Agreement pursuant to which Peoples
Heritage granted to Family the Peoples Heritage Option. Under the Peoples
Heritage Option Agreement, the Peoples Heritage Option will become exercisable
(so long as Family is not in material breach of the Peoples Heritage Option
Agreement or the Agreement, and no injunction against delivery of Shares covered
by the Peoples Heritage Option Agreement is in effect) upon the occurrence of a
Purchase Event (as defined in the Peoples Heritage Option Agreement), including,
among other things, (1) Peoples Heritage authorizing, recommending or publicly
proposing, or publicly announcing an intention to authorize, recommend or
propose, or entering into an agreement (other than with Family or any subsidiary
of Family) to effect (a) a merger, consolidation or similar transaction, (b)
disposition of at least 15% of the consolidated assets of Peoples Heritage and
its subsidiaries or (c) the issuance, sale or other disposition of securities
representing at least 15% of the voting power of Peoples Heritage or its
subsidiaries; or (2) the acquisition of or acquisition of the right to acquire
beneficial ownership of at least 25% of the then outstanding shares of Peoples
Heritage Common Stock by a third party (other than by Family or any subsidiary
of Family). Under the Peoples Heritage Option Agreement, at any time during
which the Peoples Heritage Option is exercisable, Family may request Peoples
Heritage to repurchase the Peoples Heritage Option and any Shares purchased
pursuant thereto under certain circumstances and conditions, and at a price
specified in the Peoples Heritage Option Agreement.
The Peoples Heritage Option Agreement terminates upon the earliest of (i)
the Effective Time of the 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
Peoples Heritage Option Agreement), including, among other things, (1)
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the commencement by a third party of a tender or exchange offer for 10% of
Peoples Heritage's then outstanding Shares, (2) the failure by Peoples
Heritage's shareholders to approve the Agreement, (3) the withdrawal or adverse
modification of the recommendation of Peoples Heritage's Board of Directors in
respect of the Agreement or (4) a material breach by Peoples Heritage of the
Agreement entitling Family 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 Peoples Heritage, (iii) the
passing of 12 months following termination of the Agreement by Family due to a
breach by Peoples Heritage 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 Peoples Heritage Option Agreement provides that in the event Peoples
Heritage enters into certain transactions with third parties, Family will have
the right to substitute for the Peoples Heritage Option a substitute option with
(i) the continuing or surviving corporation, in the case of a merger or
consolidation with Peoples Heritage, (ii) the transferee, in the case of a
transfer of all or substantially all of Peoples Heritage's assets or (iii) with
Peoples Heritage. In such case, the substitute option will have the same or, if
not so permitted by law, as similar as possible terms as the Peoples Heritage
Option, with the number of shares covered by the substitute option and the
exercise price therefor determined as specified in the Peoples Heritage Option
Agreement.
Except as set forth herein or in the exhibits hereto, Family does not have
any current plans or proposals that relate to or would result in:
(A) The acquisition by any person of additional shares of Peoples Heritage
Common Stock or the disposition of shares of Peoples Heritage Common
Stock;
(B) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Peoples Heritage or any of
its subsidiaries;
(C) A sale or transfer of a material amount of assets of Peoples Heritage
or any of its subsidiaries;
(D) Any change in the present Board of Directors or management of Peoples
Heritage, including any plans or proposals to change the number or
terms of directors or to fill any existing vacancies on the board;
(E) Any material change in the present capitalization or dividend policy
of Peoples Heritage;
(F) Any other material change in Peoples Heritage's business or corporate
structure;
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(G) Any changes in Peoples Heritage's articles of organization, bylaws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of Peoples Heritage by any person;
(H) Causing a class of securities of Peoples Heritage to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(I) A class of equity securities of Peoples Heritage becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(J) Any action similar to any of those enumerated above.
The foregoing descriptions of the Agreement, the Peoples Heritage Option
Agreement and the press release, dated May 31, 1996, issued by Peoples Heritage
and Family 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 Family Form 8-K and are incorporated herein by reference in their
entirety.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a)-(b) Family directly owns 5,000 shares of Peoples Heritage Common Stock.
By reason of its execution of the Peoples Heritage Option Agreement, pursuant to
Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, Family may be deemed to
have sole voting and dispositive power with respect to Peoples Heritage Common
Stock subject to the Peoples Heritage Option and, accordingly, may be deemed to
beneficially own 1,505,000 shares of Peoples Heritage Common Stock, or 6.0% of
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. However, because the Peoples Heritage Option is
exercisable only in the circumstances set forth in Item 4 of this Schedule 13D,
none of which has occurred as of the date hereof, Family expressly disclaims any
beneficial ownership of the 1,500,000 shares of Peoples Heritage Common Stock
which are obtainable by Family upon exercise of the Peoples Heritage Option.
Except as set forth above, neither Family nor, to the best of Family's
knowledge, any of the individuals named in Exhibit 1 hereto, is a beneficial
owner of any Peoples Heritage Common Stock.
(c) Except as set forth above, no transactions in Peoples Heritage Common
Stock were effected during the past 60 days by Family or, to the best of
Family's knowledge, by any of the individuals named in Schedule 1 hereto.
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(d) So long as Family has not purchased the Shares of Peoples Heritage
Common Stock subject to the Peoples Heritage Option, Family does not have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Peoples Heritage Common Stock other
than the 5,000 shares held by it prior to the execution of the Agreement.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Concurrently with the entering into of the Peoples Heritage Option
Agreement, Peoples Heritage and Family entered into the Family Option Agreement.
The Family Option Agreement provides for the purchase by Peoples Heritage of up
to 832,000 shares, subject to certain adjustments, of Family Common Stock (the
"Family Option Shares") at an exercise price, subject to certain adjustments, of
$20.50 per share, payable in cash. The Family Option Shares, if issued pursuant
to the Family Option Agreement, would represent approximately 19.9% of the
Family 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 Family
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 Family Common
Stock which would be owned by Peoples Heritage upon exercise of the option, the
terms of the Family Option Agreement are substantially identical in all respects
to those of the Peoples Heritage Option Agreement.
The foregoing description of the Family Option Agreement is qualified in
its entirety by reference to the copy of the Family Option Agreement, which is
filed as Exhibit 10(b) to the Family Form 8-K and incorporated herein by
reference.
As described above, the Agreement contains certain customary restrictions
on the conduct of the business of Peoples Heritage, including certain customary
restrictions relating to Peoples Heritage Common Stock. Except as provided in
the Agreement and the Option Agreements and as otherwise described herein,
neither Family nor, to the best of Family'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 Peoples Heritage, including, but not limited to, transfer or
voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed as part of this Schedule 13D:
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Exhibit 1 - Name, Business Address, and Present Principal Occupation of Each
Executive Officer and Director of Family Bancorp.
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
Family Bancorp's Current Report on Form 8-K dated June 6, 1996).
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 Family Bancorp's Current Report on Form 8-K dated June
6, 1996).
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 2 to
Family Bancorp's Current Report on Form 8-K dated June 6, 1996).
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 2 to Family Bancorp's Current
Report on Form 8-K dated June 6, 1996).
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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.
FAMILY BANCORP
By: /s/ David D. Hindle
------------------------------
David D. Hindle
President and Chief Executive
Officer
June 7, 1996
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EXHIBIT INDEX
Sequential
Exhibit Description Page No.
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1 Name, Business Address, and Present 14
Principal Occupation of Each Executive
Officer and Director of Family Bancorp
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
Family Bancorp's Current Report on Form 8-K dated
June 5, 1996).
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 10(a) to
Family Bancorp's Current Report on Form 8-K dated
June 5, 1996).
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(a)
to Family Bancorp's Current Report on Form 8-K dated
June 5, 1996).
5 Press Release, dated May 31, 1996, relating --
to transactions between Peoples Heritage
Financial Group, Inc. and Family Bancorp
(incorporated by reference to Exhibit 10(a) to
Family Bancorp's Current Report on Form 8-
K dated June 5, 1996).
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EXHIBIT 1
Name, Principal Business and Address
of the Directors and Executive Officers
of Family Bancorp
-----------------
Directors
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The principal business address of each director of Family Bancorp is c/o
Family Bancorp, 153 Merrimack Street, Haverhill, Massachusetts 01830.
David D. Hindle
President and
Chief Executive Officer of
Family Bancorp and Family
Bank, FSB
Charles George, Jr.
Partner, Bellavance, Iarrobino,
Wren and George, Inc.
Elkin B. McCallum
President and Chief Executive
Officer, Joan Fabrics
Kenneth L. Paul
Vice President, Sales and Marketing,
Process Engineering (a wholly-owned
subsidiary of Process Systems
International, Inc.)
John E. Veasey
President, Cedardale, Inc.
Executive Officers who are not Directors
- ----------------------------------------
The principal business address of each executive officer of Family Bancorp
is c/o Family Bancorp, 153 Merrimack Street, Haverhill, Massachusetts 01830.
George E. Fahey
Treasurer of Family Bancorp,
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Executive Vice President and
Chief Financial Officer of Family Bank, FSB
Ronald G. Trombley
Senior Vice President,
Retail Division Executive Officer of
Family Bank, FSB
David J. LaFlamme
Senior Vice President,
Commercial Division Executive Officer of
Family Bank, FSB
Bruce Fenn, III
Senior Vice President,
Operation Division Executive Officer of
Family Bank, FSB
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