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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
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 3, 1996
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(Date Amendment to Tender Offer First Published, Sent or
Given to Security Holders)
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. 1 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 prices 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 8. ADDITIONAL INFORMATION
(a) On October 3, 1996, the Company amended the Offer to provide that the
special Odd Lot purchase rules applicable to Odd Lot Owners to avoid proration
will include, for purposes of determining the number of shares held, shares
allocated to the accounts of participants in the Company's Thrift Incentive
Plan ("TIP") and Profit Sharing Employee Stock Ownership Plan ("ESOP"). See
"The Offer - Tenders by Owners of Fewer Than 100 Shares" in the Offer to
Purchase, dated September 10, 1996. A copy of the letter to participants in the
ESOP and the TIP advising them of the amendment to the Offer is included
herewith as Exhibit 9(a)(11), which is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended to add the following Exhibit:
(a)(11) Supplemental Letter to Participants in the TIP and the ESOP.
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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 3, 1996
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[PHFG Letterhead]
IMMEDIATE ATTENTION REQUIRED
October 3, 1996
Re: Direction Concerning Tender of Shares
To: Certain Participants in the Thrift Incentive Plan and
Profit Sharing Employee Stock Ownership Plan
of Peoples Heritage Financial Group, Inc.
As a participant in the Peoples Heritage Financial Group, Inc. Thrift
Incentive Plan ("TIP) and/or Profit Sharing Employee Stock Ownership Plan
("ESOP"), you have already received materials in connection with the pending
offer by the Company to purchase for cash up to 2,500,000 shares of its common
stock, par value $.01 per share (including the associated Preferred Stock
Purchase Rights, the "Shares") at a price not greater than $24.00 nor less than
$21.00 per Share, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated September 10, 1996 (the "Offer").
This letter is to inform you that the Company has revised the Offer to
provide that participants in the TIP and the ESOP may participate in the Offer
as Odd Lot Owners (as defined under "The Offer - Tenders by Owners of Fewer than
100 Shares" in the Offer to Purchase) if they beneficially own less than 100
Shares after taking into account all Shares held pursuant to the ESOP and the
TIP and any Shares beneficially owned apart from such plans. If more than
2,500,000 Shares are tendered, Odd Lot Owners' Shares will be accepted first for
payment by the Company without proration and all Shares held by those who are
not Odd Lot Owners will be accepted for payment on a pro rata basis. If you
tender as an Odd Lot Owner, you must tender all Shares beneficially owned
through the ESOP and the TIP by completing the appropriate Direction Forms
previously sent to you, as well as tender all other Shares beneficially owned by
you by returning a validly completed Letter of Transmittal.
If you have tendered, or intend to tender, Shares held in the ESOP and/or
the TIP in the Offer and you beneficially owned less than 100 Shares, inclusive
of all Shares beneficially owned through the plans and otherwise, as of the
close of business on September 9, 1996, and continue to beneficially own less
than 100 Shares, please contact Morrow & Co., Inc., the Information Agent for
the Offer, at 1-800-662-5200. This will ensure that you are treated as an Odd
Lot Owner if you tender all Shares beneficially owned by you by the Expiration
Date. As indicated in the Offer to Purchase, the Expiration Date is 5:00 p.m.,
New York City time, on Monday, October 7, 1996.
Sincerely,
William J. Ryan
Chairman, President and
Chief Executive Officer
