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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
Peoples Heritage Financial Group, Inc.
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(Name of Issuer)
Peoples Heritage Financial Group, Inc.
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(Name of Person(s) Filing Statement)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
711147 10 8
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(CUSIP Number of Class of Securities)
William J. Ryan
Chairman, President and Chief Executive Officer
Peoples Heritage Financial Group, Inc.
P.O. Box 9540
One Portland Square
Portland, Maine 04112-9540
With a Copy to:
Gerard L. Hawkins, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
(202) 347-0300
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
October 7, 1996
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(Date Tender Offer, Proration Period and Withdrawal Rights Expired)
CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
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$60,000,000* $12,000**
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*For purposes of calculating the fee only. Based on the offer for 2,500,000
shares of Common Stock at the maximum tender offer price of $24.00 per share.
**Previously paid.
/ / Check box if any part of the fee is offset as provided by Rule
240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
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Form of Registration No.: Date Filed:
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This Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement"), dated September 10, 1996, filed
by Peoples Heritage Financial Group, Inc. (the "Company"), a Maine corporation,
relating to the Company's offer to purchase up to 2,500,000 shares of its common
stock, par value $.01 per share (together with the associated Preferred Stock
Purchase Rights, the "Common Stock" or the "Shares"), at a purchase price not
greater than $24.00 nor less than $21.00 per Share upon the terms and conditions
set forth in the Offer to Purchase and related Letter of Transmittal (which
together constitute the "Offer"), copies of which are attached as Exhibits
9(a)(1) and 9(a)(2), respectively, to the Statement.
ITEM 1. Security and Issuer
The Offer expired at 5:00 p.m., New York City time, on Monday, October 7,
1996. Pursuant to the Offer, the Company purchased 2,500,000 Shares at a
Purchase Price of $24.00 per Share. The final proration factor for the Offer is
71.7%.
ITEM 8. Additional Information
(a) On October 8, 1996, the Company issued a press release announcing the
preliminary results of the Offer, a copy of which is attached hereto as Exhibit
9(a)(12), which is incorporated herein by reference. On October 16, 1996, the
Company issued a press release announcing the final results of the Offer, a copy
of which is attached hereto as Exhibit 9(a)(13), which is incorporated herein by
reference.
ITEM 9. Material to be Filed as Exhibits
Item 9 is hereby amended to add the following Exhibits:
(a)(12) Press Release, dated October 8, 1996.
(a)(13) Press Release, dated October 16, 1996.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
PEOPLES HERITAGE FINANCIAL GROUP, INC.
By: /s/ William J. Ryan
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William J. Ryan
Chairman, President and
Chief Executive Officer
Date: October 16, 1996
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EXHIBIT 9(a)(12)
PEOPLES HERITAGE ANNOUNCES COMPLETION
OF DUTCH AUCTION SELF TENDER OFFER
Portland, Maine; October 8, 1996. Peoples Heritage Financial Group, Inc.
(NASDAQ:PHBK) announced today that its self tender offer was completed at 5:00
p.m., on Monday, October 7, 1996. Based upon preliminary results, the Company
expects to purchase 2,500,000 shares of Common Stock or approximately 72% of the
shares tendered in the offer at $24 per share. The 2,500,000 shares represent
approximately 9.9% of the Company's outstanding Common Stock.
The tender offer is being conducted by Peoples Heritage in connection with
its proposed acquisition of Family Bancorp (NASDAQ:FMLY), which is anticipated
to be completed by year end following the receipt of all required regulatory
approvals. Based on outstanding shares of Family common stock and options to
purchase such stock, a maximum of 5,572,001 shares of Common Stock will be
issuable by the Company upon completion of the acquisition of Family Bancorp.
The determination of the actual purchase price and final proration factor
is subject to final confirmation of proper delivery of shares tendered and not
withdrawn, including payment for shares tendered by the guaranteed delivery
procedure. Payment for shares accepted for payment and return of all shares
tendered but not accepted for payment will occur as soon as practicable after
determination of the final proration factor.
Peoples Heritage Financial Group is a $4.4 billion banking and financial
services holding company headquartered in Portland, Maine. The Company's Maine
banking subsidiary, Peoples Heritage Bank, operates 62 banking offices
throughout the state. Its New Hampshire banking subsidiary, Bank of New
Hampshire, operates 44 banking offices throughout the state. Family Bancorp is
the holding company for Family Bank, which operates 17 banking offices in
northeastern Massachusetts and six banking offices in southern New Hampshire.
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EXHIBIT 9(a)(13)
PEOPLES HERITAGE ANNOUNCES FINAL RESULTS
OF DUTCH AUCTION SELF TENDER OFFER
Portland, Maine; October 16, 1996. Peoples Heritage Financial Group, Inc.
(NASDAQ:PHBK) announced today the final results of its self tender offer. The
tender offer was completed at 5:00 p.m., on Monday, October 7, 1996. The Company
purchased 2,500,000 shares of its Common Stock at a purchase price of $24.00 per
share. The final proration factor for the tender offer is 71.7%.
The depositary for the tender offer, American Stock Transfer and Trust
Company, will issue payment on Wednesday, October 16, 1996 for the shares
accepted under the tender offer.
The tender offer was conducted by Peoples Heritage in connection with its
proposed acquisition of Family Bancorp (NASDAQ:FMLY), which is anticipated to be
completed by year end following the receipt of all required regulatory
approvals. Based on outstanding shares of Family common stock and options to
purchase such stock, a maximum of 5,572,001 shares of Common Stock will be
issuable by the Company upon completion of the acquisition of Family Bancorp.
Peoples Heritage Financial Group is a $4.4 billion banking and financial
services holding company headquartered in Portland, Maine. The Company's Maine
banking subsidiary, Peoples Heritage Bank, operates 62 banking offices
throughout the state. Its New Hampshire banking subsidiary, Bank of New
Hampshire, operates 44 banking offices throughout the state. Family Bancorp is
the holding company for Family Bank which operates 17 banking offices in
northeastern Massachusetts and six banking offices in southern New Hampshire.
