<PAGE> 1
As filed with the Securities and Exchange Commission on July 10, 1996
Registration No. 333-07507
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PEOPLES HERITAGE FINANCIAL GROUP, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
Maine 6120 01-0437984
----- ---- ----------
(State or other juris- (Primary Standard (I.R.S. Employer
diction of incorporation Industrial Classification Identification No.)
or organization) Code No.)
</TABLE>
P.O. Box 9540
One Portland Square
Portland, Maine 04112-9540
(207) 761-8500
--------------
(Address, including zip code and telephone number, including area code,
of Registrant's principal executive offices)
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
(207) 761-8500
--------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service) with a copy to:
<TABLE>
<S> <C> <C>
Gerard L. Hawkins, Esq. David D. Hindle Peter W. Coogan, Esq.
Elias, Matz, Tiernan & Herrick L.L.P. President and Chief Foley, Hoag & Eliot LLP
734 15th Street, N.W. Executive Officer One Post Office Square
Washington, D.C. 20005 Family Bancorp Boston, Massachusetts 02109
(202) 347-0300 153 Merrimack Street (617) 832-1000
Haverhill, Massachusetts 01830
(508) 374-1911
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At the
Effective Time as described in the accompanying Prospectus/Joint Proxy
Statement.
-----------------------
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
-----------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
PEOPLES HERITAGE FINANCIAL GROUP, INC.
<TABLE>
CROSS-REFERENCE SHEET
<CAPTION>
ITEM OF FORM S-4 LOCATION IN PROSPECTUS
---------------- ----------------------
<S> <C> <C>
1. Forepart of Registration Statement Facing Page; Cross Reference Sheet;
and Outside Front Cover Page of Outside Front Cover Page of
Prospectus Prospectus/Joint Proxy Statement
2. Inside Front and Outside Back Cover Inside Front Cover Page of Prospectus/
Pages of Prospectus Joint Proxy Statement; Table of
Contents; Available Information;
Incorporation of Certain Documents by
Reference
3. Risk Factors, Ratio of Earnings to Summary; Market for Common Stock
Fixed Charges and Other Information and Dividends; Comparative Per Share
Data; Selected Pro Forma
Consolidated Financial Data
4. Terms of the Transaction Summary; The Merger; Description of
PHFG Capital Stock; Comparative
Rights of Shareholders
5. Pro Forma Financial Information Pro Forma Combined Consolidated
Financial Information
6. Material Contracts with the Company The Merger
Being Acquired
7. Additional Information Required for Not Applicable
Reoffering by Persons and Parties
Deemed to be Underwriters
8. Interests of Named Experts and Not Applicable
Counsel
9. Disclosure of Commission's Position Not Applicable
on Indemnification for Securities Act
Liabilities
10. Information with Respect to S-3 Incorporation of Certain Documents by
Registrants Reference; Summary
11. Incorporation of Certain Information Incorporation of Certain Documents
by Reference by Reference
12. Information with Respect to S-2 or S- Not Applicable
3 Registrants
13. Incorporation of Certain Information Not Applicable
by Reference
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
ITEM OF FORM S-4 LOCATION IN PROSPECTUS
---------------- ----------------------
<S> <C> <C>
14. Information with Respect to Not Applicable
Registrants Other than S-2 or S-3
Registrants
15. Information with Respect to S-3 Incorporation of Certain Documents by
Companies Reference; Summary
16. Information with Respect to S-2 or S- Not Applicable
3 Companies
17. Information with Respect to Not Applicable
Companies other than S-2 or S-3
Companies
18. Information if Proxies, Consents or Summary; The Special Meetings; The
Authorizations are to be Solicited Merger; Incorporation of Certain
Documents by Reference
19. Information if Proxies, Consents or Not Applicable
Authorizations are not to be Solicited,
or in an Exchange Offer
</TABLE>
<PAGE> 4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 719 of the MBCA sets forth certain circumstances under which
directors, officers, employees and agents may be indemnified against liability
which they may incur in their capacity as such. Indemnification may be provided
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred; provided that no indemnification
may be provided with respect to any matter where such person shall have been
finally adjudicated (i) not to have acted honestly or in the reasonable belief
that such action was in or not opposed to the best interests of the corporation
or its shareholders, or (ii) with respect to any criminal action, to have had
reasonable cause to believe such conduct was unlawful. A corporation may not
indemnify a person with respect to any action or matter by or in the right of
the corporation as to which that person is finally adjudicated to be liable to
the corporation unless the court in which the action was brought determines
that, in view of all the circumstances, that person is fairly and reasonably
entitled to indemnity for such amounts as the court deems reasonable. To the
extent such person has been successful on the merits or otherwise in defense of
such action, that person shall be entitled to indemnification. Any
indemnification, unless ordered by a court or required in the corporation's
bylaws, shall be made only as authorized in the specific case upon a
determination by the board of directors that indemnification is proper in the
circumstances and in the best interests of the corporation. Expenses incurred in
defending an action may be paid by the corporation in advance of the final
disposition of that action upon a determination made that the person seeking
indemnification satisfied the standard of conduct required for indemnification
and receipt by the corporation of a written undertaking by or on behalf of such
person to repay that amount if that person is finally adjudicated to not have
met such standard or not be entitled to such indemnification. In addition,
Section 719 of the MBCA provides that a corporation may purchase and maintain
insurance on behalf of directors, officers, employees and agents against
liability whether or not the corporation would have the power to indemnify such
person against liability under such section. See Title 13-A Maine Revised
Statutes Annotated ss.719.
Article VI of the Bylaws of PHFG provides that the directors, officers,
employees and agents of PHFG shall be indemnified to the full extent permitted
by the MBCA. Such indemnity shall extend to expenses, including attorney's fees,
judgments, fines and amounts paid in the settlement, prosecution or defense of
the foregoing actions. Directors and officers also may be indemnified pursuant
to the terms of various employee benefit plans of PHFG. In addition, PHFG
carries a liability insurance policy for its directors and officers.
II-1
<PAGE> 5
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The exhibits and financial statement schedules filed as a part of this
Registration Statement are as follows:
<TABLE>
(a) List of Exhibits:
<CAPTION>
Exhibit No. Exhibit Location
- ----------- ------- --------
<S> <C> <C>
2(a) Agreement and Plan of Merger, dated as of May 30,
1996, among PHFG, PHMC and Family,
including the forms of Exhibits A to E thereto (1)
2(b) Stock Option Agreement, dated as of May 30, 1996,
between PHFG (as grantee) and Family (as issuer) (1)
2(c) Stock Option Agreement, dated as of May 30, 1996,
between PHFG (as issuer) and Family (as grantee) (1)
2(d) Stockholder Agreement, dated as of May 30, 1996
among PHFG and certain shareholders of Family (1)
3(a)(1) Articles of Incorporation of PHFG (2)
3(a)(2) Articles of Amendment to Articles of Incorporation
of PHFG (3)
3(b) Bylaws of PHFG (2)
4(a) Specimen Common Stock certificate (2)
4(b) Form of Indenture between PHFG and Mellon Bank,
N.A., as trustee (4)
4(c) Form of Debenture due 2000 (4)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
regarding legality of securities being registered
8 Opinion of Foley, Hoag & Eliot LLP regarding
certain federal income tax consequences
10(a) Amended and Restated Severance Agreement between
PHFG and William J. Ryan, dated January 1, 1995 (5)
10(b) Amended and Restated Severance Agreement between
PHFG and Peter J. Verrill, dated January 1, 1995 (5)
10(c) Severance Agreement between PHFG and John W.
Fridlington, dated January 1, 1995 (6)
10(d) Severance Agreement between PHFG and Henry G.
Beyer, dated January 1, 1995 (6)
</TABLE>
II-2
<PAGE> 6
<TABLE>
<CAPTION>
Exhibit No. Exhibit Location
- ----------- ------- --------
<S> <C> <C>
10(e) Employment Agreement between PHFG and John E.
Menario, including the Severance Agreement included
as Attachment A, dated June 30, 1995 (5)
10(f) Supplemental Retirement Agreement among PHFG, its
subsidiaries and William J. Ryan, dated November 26,
1990 (7)
10(g) Supplemental Retirement Agreement among PHFG, its
subsidiaries and John E. Menario, dated November 26,
1990 (7)
10(h) Supplemental Retirement Agreement among PHFG, its
subsidiaries and Peter J. Verrill, dated November 26,
1990 (7)
10(i) Supplemental Retirement Agreement among PHFG, its
subsidiaries and Henry G. Beyer, dated November 26,
1990 (6)
10(j) Supplemental Retirement Agreement among PHFG, its
subsidiaries and John W. Fridlington, dated January 1,
1996 (5)
10(k) Senior Officers' Deferred Compensation Plan, as
amended (8)
10(l) Directors' Deferred Compensation Plan, as amended (8)
10(m) 1986 Stock Option and Stock Appreciation Rights
Plan (2)(9)
10(n) 1986 Employee Stock Purchase Plan (2)(9)
10(o) Restricted Stock Plan for Non-Employee Directors (10)
10(p) 1995 Stock Option Plan for Non-Employee Directors (11)
10(q)(1) Thrift Incentive Plan (12)
10(q)(2) First Amendment to Thrift Incentive Plan (5)
10(q)(3) Second Amendment to Thrift Incentive Plan (5)
10(r)(1) Profit Sharing Employee Stock Ownership Plan (12)
10(r)(2) First Amendment to Profit Sharing Employee
Stock Ownership Plan (5)
10(r)(3) Second Amendment to Profit Sharing Employee
Stock Ownership Plan (5)
10(s) 1996 Equity Incentive Plan (13)
</TABLE>
II-3
<PAGE> 7
<TABLE>
<CAPTION>
Exhibit No. Exhibit Location
- ----------- ------- --------
<S> <C> <C>
10(t) Agreement by and among PHFG, PHB and
Robert P. Bahre, dated January 1, 1989 (8)
10(u) Stockholders Rights Agreement, dated September 12,
1989, between PHFG and Mellon Securities Trust
Company, as Rights Agent (14)
21 Subsidiaries of PHFG (5)
23(a) Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5)
23(b) Consent of Foley, Hoag & Eliot LLP
(contained in the opinion included as Exhibit 8)
23(c) Consent of KPMG Peat Marwick LLP *
23(d) Consent of Wolf & Company, P.C. *
23(e) Consent of McConnell, Budd & Downes, Inc. *
23(f) Consent of Keefe, Bruyette & Woods, Inc. *
24 Powers of Attorney (included in the signature page to the
initial filing of this Registration Statement) *
99(a) Form of proxy for the PHFG Special Meeting *
99(b) Form of proxy for the Family Special Meeting *
99(c) Other PHFG solicitation materials *
<FN>
(1) Exhibit is incorporated by reference to the Form 8-K report filed by
PHFG with the SEC on June 5, 1996. In addition, the exhibit is attached as an
Annex to the Prospectus/Joint Proxy Statement included herein.
(2) Exhibit is incorporated by reference to the Form S-4 Registration
Statement (No. 33-20243) filed by PHFG with the SEC on February 22, 1988.
(3) Exhibit is incorporated by reference to the Form 10-Q report filed by
PHFG with the SEC on May 14, 1996.
(4) Exhibit is incorporated by reference to the Form 8-K report filed by
PHFG with the SEC on February 28, 1995.
(5) Exhibit is incorporated by reference to PHFG's Form 10-K report for the
year ended December 31, 1995, filed with the SEC on March 29, 1996.
(6) Exhibit is incorporated by reference to PHFG's Form 10-K report for the
year ended December 31, 1994, filed with the SEC on March 30, 1995 and amended
on April 28, 1995.
</TABLE>
II-4
<PAGE> 8
(7) Exhibit is incorporated by reference to PHFG's Form 10-K report for the
year ended December 31, 1990, filed with the SEC on March 23, 1991.
(8) Exhibit is incorporated by reference to PHFG's Form 10-K report for the
year ended December 31, 1993, filed with the SEC on March 17, 1994.
(9) An amendment to the 1986 Stock Option and Stock Appreciation Rights
Plan is incorporated by reference to the proxy statement filed by PHFG with the
SEC on March 24, 1994, and an amendment to the Employee Stock Purchase Plan is
incorporated by reference to the proxy statement filed by PHFG with the SEC on
March 24, 1993.
(10) Exhibit is incorporated by reference to the proxy statement filed by
PHFG with the SEC on March 16, 1990.
(11) Exhibit is incorporated by reference to the proxy statement filed by
PHFG with the SEC on March 24, 1995.
(12) Exhibit is incorporated by reference to the Form S-1 Registration
Statement (No. 33-53236) filed by PHFG with the SEC on November 23, 1992.
(13) Exhibit is incorporated by reference to the proxy statement filed by
PHFG with the SEC on March 20, 1996.
(14) Exhibit is incorporated by reference to the Form 8-K report filed by
PHFG with the SEC on September 13, 1989.
* Previously filed.
PHFG's management contracts or compensatory plans or arrangements
consist of Exhibit Nos. 10(a)-(t) listed above.
(b) Financial Statement Schedules.
No financial statement schedules are filed because the required
information is not applicable or is included in the consolidated financial
statements or related notes.
ITEM 22. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the
II-5
<PAGE> 9
aggregate, represent a fundamental change in
the information set forth in the
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a) (1) (i) and
(a) (1) (ii) do not apply if the registration statement is on
Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) That prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of
this registration statement, by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c), the issuer undertakes
that such reoffering prospectus will contain the information called for
by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information
called for by the other Items of the applicable form.
(4) That every prospectus (i) that is filed pursuant to
paragraph (2) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a
part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-6
<PAGE> 10
(6) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(7) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the questions whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(b) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b) 11 or 13 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-7
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Portland,
State of Maine on the 10th day of July 1996.
PEOPLES HERITAGE FINANCIAL GROUP, INC.
By: /s/ William J. Ryan
-----------------------------
William J. Ryan
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Robert P. Bahre * Date: July 10, 1996
- ------------------------------------------
Robert P. Bahre
Director
/s/ Everett W. Gray * Date: July 10, 1996
- ------------------------------------------
Everett W. Gray
Director
/s/ Andrew W. Greene * Date: July 10, 1996
- ------------------------------------------
Andrew W. Greene
Director
/s/ Katherine M. Greenleaf * Date: July 10, 1996
- ------------------------------------------
Katherine M. Greenleaf
Director
/s/ Dana Levenson * Date: July 10, 1996
- ------------------------------------------
Dana Levenson
Director
/s/ Robert A. Marden, Sr. * Date: July 10, 1996
- ------------------------------------------
Robert A. Marden, Sr.
Vice Chairman
II-8
<PAGE> 12
/s/ Malcolm W. Philbrook, Jr. * Date: July 10, 1996
- ------------------------------------------
Malcolm W. Philbrook, Jr.
Director
/s/ Pamela P. Plumb * Date: July 10, 1996
- ------------------------------------------
Pamela P. Plumb
Vice Chairman
/s/ William J. Ryan Date: July 10, 1996
- ------------------------------------------
William J. Ryan
Chairman, President and Chief
Executive Officer
(principal executive officer)
/s/ Curtis M. Scribner * Date: July 10, 1996
- ------------------------------------------
Curtis M. Scribner
Director
/s/ Paul R. Shea * Date: July 10, 1996
- ------------------------------------------
Paul R. Shea
Director
/s/ Davis P. Thurber * Date: July 10, 1996
- ------------------------------------------
Davis P. Thurber
Director
/s/ Peter J. Verrill Date: July 10, 1996
- ------------------------------------------
Peter J. Verrill
Executive Vice President, Chief
Financial Officer and Treasurer
(principal financial and accounting officer)
- ------------------
* By William J. Ryan, attorney-in-fact.
II-9
<PAGE> 13
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Exhibit Location
- ----------- ------- --------
<S> <C> <C>
2(a) Agreement and Plan of Merger, dated as of May 30,
1996, among PHFG, PHMC and Family,
including the forms of Exhibits A to E thereto (1)
2(b) Stock Option Agreement, dated as of May 30, 1996,
between PHFG (as grantee) and Family (as issuer) (1)
2(c) Stock Option Agreement, dated as of May 30, 1996,
between PHFG (as issuer) and Family (as grantee) (1)
2(d) Stockholder Agreement, dated as of May 30, 1996
among PHFG and certain shareholders of Family (1)
3(a)(1) Articles of Incorporation of PHFG (2)
3(a)(2) Articles of Amendment to Articles of Incorporation
of PHFG (3)
3(b) Bylaws of PHFG (2)
4(a) Specimen Common Stock certificate (2)
4(b) Form of Indenture between PHFG and Mellon Bank,
N.A., as trustee (4)
4(c) Form of Debenture due 2000 (4)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
regarding legality of securities being registered
8 Opinion of Foley, Hoag & Eliot LLP regarding
certain federal income tax consequences
10(a) Amended and Restated Severance Agreement between
PHFG and William J. Ryan, dated January 1, 1995 (5)
10(b) Amended and Restated Severance Agreement between
PHFG and Peter J. Verrill, dated January 1, 1995 (5)
10(c) Severance Agreement between PHFG and John W.
Fridlington, dated January 1, 1995 (6)
10(d) Severance Agreement between PHFG and Henry G.
Beyer, dated January 1, 1995 (6)
10(e) Employment Agreement between PHFG and John E.
Menario, including the Severance Agreement included
as Attachment A, dated June 30, 1995 (5)
10(f) Supplemental Retirement Agreement among PHFG, its
subsidiaries and William J. Ryan, dated November 26,
1990 (7)
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
Exhibit No. Exhibit Location
- ----------- ------- --------
<S> <C> <C>
10(g) Supplemental Retirement Agreement among PHFG, its
subsidiaries and John E. Menario, dated November 26,
1990 (7)
10(h) Supplemental Retirement Agreement among PHFG, its
subsidiaries and Peter J. Verrill, dated November 26,
1990 (7)
10(i) Supplemental Retirement Agreement among PHFG, its
subsidiaries and Henry G. Beyer, dated November 26,
1990 (6)
10(j) Supplemental Retirement Agreement among PHFG, its
subsidiaries and John W. Fridlington, dated January 1,
1996 (5)
10(k) Senior Officers' Deferred Compensation Plan, as
amended (8)
10(l) Directors' Deferred Compensation Plan, as amended (8)
10(m) 1986 Stock Option and Stock Appreciation Rights
Plan (2)(9)
10(n) 1986 Employee Stock Purchase Plan (2)(9)
10(o) Restricted Stock Plan for Non-Employee Directors (10)
10(p) 1995 Stock Option Plan for Non-Employee Directors (11)
10(q)(1) Thrift Incentive Plan (12)
10(q)(2) First Amendment to Thrift Incentive Plan (5)
10(q)(3) Second Amendment to Thrift Incentive Plan (5)
10(r)(1) Profit Sharing Employee Stock Ownership Plan (12)
10(r)(2) First Amendment to Profit Sharing Employee
Stock Ownership Plan (5)
10(r)(3) Second Amendment to Profit Sharing Employee
Stock Ownership Plan (5)
10(s) 1996 Equity Incentive Plan (13)
10(t) Agreement by and among PHFG, PHB and
Robert P. Bahre, dated January 1, 1989 (8)
10(u) Stockholders Rights Agreement, dated September 12,
1989, between PHFG and Mellon Securities Trust
Company, as Rights Agent (14)
21 Subsidiaries of PHFG (5)
</TABLE>
2
<PAGE> 15
<TABLE>
<CAPTION>
Exhibit No. Exhibit Location
- ----------- ------- --------
<S> <C> <C>
23(a) Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5)
23(b) Consent of Foley, Hoag & Eliot LLP
(contained in the opinion included as Exhibit 8)
23(c) Consent of KPMG Peat Marwick LLP *
23(d) Consent of Wolf & Company, P.C. *
23(e) Consent of McConnell, Budd & Downes, Inc. *
23(f) Consent of Keefe, Bruyette & Woods, Inc. *
24 Powers of Attorney (included in the signature page to the
initial filing of this Registration Statement) *
99(a) Form of proxy for the PHFG Special Meeting *
99(b) Form of proxy for the Family Special Meeting *
99(c) Other PHFG solicitation materials *
<FN>
- --------------
(1) Exhibit is incorporated by reference to the Form 8-K report filed by
PHFG with the SEC on June 5, 1996. In addition, the exhibit is attached as an
Annex to the Prospectus/Joint Proxy Statement included herein.
(2) Exhibit is incorporated by reference to the Form S-4 Registration
Statement (No. 33-20243) filed by PHFG with the SEC on February 22, 1988.
(3) Exhibit is incorporated by reference to the Form 10-Q report filed by
PHFG with the SEC on May 14, 1996.
(4) Exhibit is incorporated by reference to the Form 8-K report filed by
PHFG with the SEC on February 28, 1995.
(5) Exhibit is incorporated by reference to PHFG's Form 10-K report for the
year ended December 31, 1995, filed with the SEC on March 29, 1996.
(6) Exhibit is incorporated by reference to PHFG's Form 10-K report for the
year ended December 31, 1994, filed with the SEC on March 30, 1995 and amended
on April 28, 1995.
(7) Exhibit is incorporated by reference to PHFG's Form 10-K report for the
year ended December 31, 1990, filed with the SEC on March 23, 1991.
(8) Exhibit is incorporated by reference to PHFG's Form 10-K report for the
year ended December 31, 1993, filed with the SEC on March 17, 1994.
</TABLE>
3
<PAGE> 16
(9) An amendment to the 1986 Stock Option and Stock Appreciation Rights
Plan is incorporated by reference to the proxy statement filed by PHFG with the
SEC on March 24, 1994, and an amendment to the Employee Stock Purchase Plan is
incorporated by reference to the proxy statement filed by PHFG with the SEC on
March 24, 1993.
(10) Exhibit is incorporated by reference to the proxy statement filed by
PHFG with the SEC on March 16, 1990.
(11) Exhibit is incorporated by reference to the proxy statement filed by
PHFG with the SEC on March 24, 1995.
(12) Exhibit is incorporated by reference to the Form S-1 Registration
Statement (No. 33-53236) filed by PHFG with the SEC on November 23, 1992.
(13) Exhibit is incorporated by reference to the proxy statement filed by
PHFG with the SEC on March 20, 1996.
(14) Exhibit is incorporated by reference to the Form 8-K report filed by
PHFG with the SEC on September 13, 1989.
* Previously filed.
4
<PAGE> 1
EXHIBIT 5
July 10, 1996
Board of Directors
Peoples Heritage Financial Group, Inc.
One Portland Square
Portland, Maine 04112-9540
Re: Registration Statement on Form S-4
5,572,001 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Peoples Heritage Financial Group,
Inc. (the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, of the registration statement on Form S-4 (the "Registration
Statement") relating to the issuance of up to 5,572,001 shares of the Company's
common stock, $.01 par value per share (the "Shares"), in connection with the
proposed acquisition of Family Bancorp ("Family") pursuant to a merger of Family
with and into Peoples Heritage Merger Corp., a wholly-owned subsidiary of the
Company, all as described in the Registration Statement. As such counsel, we
have made such legal and factual examinations and inquiries as we deemed
advisable for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that the Shares, when
issued, delivered and sold in the manner described in the Registration
Statement, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement, and we consent to the use of our name under
the heading "Legal Opinion" in the Prospectus/Joint Proxy Statement constituting
a part thereof.
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Gerard L. Hawkins
------------------------------------
Gerard L. Hawkins, a Partner
<PAGE> 1
EXHIBIT 8
July 10, 1996
Family Bancorp
153 Merrimack Street
Haverhill, Massachusetts 01830
Re: Federal Income Taxation of Proposed Merger
Ladies and Gentlemen:
We have acted as counsel to Family Bancorp, a Massachusetts corporation
("Family"), in connection with the merger (the "Merger") of Family with and into
Peoples Heritage Merger Corp. ("Merger Corp."), a Maine corporation and
wholly-owned subsidiary of Peoples Heritage Financial Group, Inc., a Maine
corporation ("Peoples"), in accordance with the Agreement and Plan of Merger
dated as of May 30, 1996, by and among Peoples, Merger Corp. and Family (the
"Merger Agreement"). Capitalized terms used but not defined herein shall have
the respective meanings ascribed to them in the Merger Agreement.
We have examined the law and such papers as deemed necessary to render
these opinions, including the Merger Agreement, the joint Proxy Statement of
Peoples and Family and the Prospectus of Peoples filed with the Securities and
Exchange Commission as part of a Registration Statement on Form S-4 (the "Proxy
Statement/Prospectus"). As to questions of fact material to our opinion, we have
relied upon representations of Family, Peoples, Merger Corp. and certain Family
stockholders contained in letters of even date addressed to us (the "Letters of
Representation"), without undertaking to verify the same by independent
investigation.
The Merger will be consummated pursuant to the Merger Agreement. Under
the Merger Agreement, each share of Family common stock par value $.10 per share
("Family Common Stock") (other than Dissenting Shares, if any, and other than
Family Common Stock then owned by Family, any Family subsidiary, Peoples, or any
Peoples subsidiary (in each case other than in a fiduciary capacity that are
beneficially owned by third parties or as a result of debts previously
contracted, which shall be cancelled and retired) will be converted into shares
of Peoples common stock, par value $.01 per share ("Peoples Common Stock"). As a
result of the Merger, Merger Corp., as the surviving institution, will continue
to be a wholly-owned subsidiary of Peoples and Family will cease to exist.
<PAGE> 2
Family Bancorp
July 10, 1996
Page 2
In our examination we have assumed that (i) each entity that is a party
to any of the documents (the "Documents") described in the preceding paragraph
has been duly organized under the laws of its state or country of organization,
is validly existing and in good standing under such laws, and is duly qualified
and in good standing in each jurisdiction in which it is required to be
qualified to engage in the transactions contemplated by the Documents; (ii) each
such entity has full power, authority, capacity and legal right to enter into
and perform the terms of the Documents and the transactions contemplated
thereby; (iii) the copies or originals of the Documents furnished to us are
authentic (if originals) or accurate (if copies), those that are contracts or
instruments are enforceable and effective in accordance with their terms against
all parities thereto, and all signatures are genuine; (iv) any representations
made in the Documents are, and will continue to be, true and complete, and no
default exists under any of the Documents; (v) the business and affairs of each
of the entities that is a party to any of the Documents will be conducted in
accordance with the Documents and all relevant laws; (vi) no actions will be
taken, no change in any of the Documents will occur, and no other events will
occur, after the date hereof, that would have the effect of altering the facts,
Documents or assumptions upon which these opinions are based; and (vii) the
business reasons for the Merger, as set forth in the Proxy Statement/Prospectus,
will constitute a valid business purpose, within the meaning of Treasury
Regulation section 1.368-1(b) and (c), for the Merger.
We express no opinion as to the federal income tax consequences other
than those described below, if any, to Family, Peoples, and Merger Corp. and
their respective stockholders with respect to the Merger or as to any state,
local or foreign income or other tax consequences, with respect to the Merger.
Based on the foregoing, we are of the opinion, as of the date hereof
and under existing law, that for United States federal income tax purposes:
1. The Merger will constitute a reorganization within the meaning of
section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code").
2. Except to the extent of cash received in lieu of fractional shares,
as described below, no gain or loss will be recognized by the stockholders of
Family upon the receipt in the Merger of shares of Peoples Common Stock in
exchange for their shares of Family Common Stock.
3. Cash received in lieu of a fractional share of Peoples Common Stock
will be treated as if the fractional share had been distributed in exchange for
shares of Family Common Stock and then the fractional share had been redeemed by
Peoples. The cash will be treated as a distribution in full payment in exchange
for the fractional share interest,
<PAGE> 3
Family Bancorp
July 10, 1996
Page 3
provided the redemption is not essentially equivalent to a dividend, and will
accordingly result in the recognition of gain, if any, measured by the
difference between the portion of the basis of the shares of Family Common Stock
allocable to such fractional share and the cash received in full payment
therefor. If such shares of Family Common Stock are capital assets in the hands
of the Family stockholder, then such gain will be capital gain.
4. The aggregate basis of the Peoples Common Stock received by a Family
stockholder in the Merger will be the same as the aggregate basis of the Family
Common Stock surrendered in exchange therefor.
5. The holding period for each share of Peoples Common Stock received
by a Family stockholder in exchange for Family Common Stock will include the
period for which such stockholder held such Family Common Stock, so long as the
stockholder's Family Common Stock is held as a capital asset at the Effective
Time.
6. A Family stockholder who does not vote in favor of the Merger, who
exercises dissenters' rights as to all such holder's shares of Family Common
Stock and who is not deemed to be an owner of any shares of Family Common Stock
held by others will recognize gain or loss measured by the difference between
the basis of such stockholder's dissenting shares and the cash received in
exchange therefor. Such gain or loss will be capital gain or loss, provided that
the holder's dissenting shares are held as a capital asset at the Effective
Time.
While the accuracy of each representation set forth in the Letters of
Representation is essential to these opinions, we call your particular attention
to the fact that disposition of Peoples Common Stock received by Family
stockholders in the Merger may cause the Merger to become retroactively taxable
to each Family stockholder, even those who do not make such dispositions, and to
Family. In particular, Family stockholders must not, pursuant to a plan or
intent existing prior to the Effective Time, dispose of an amount of Peoples
Common Stock to be received in the Merger (including, under certain
circumstances, preMerger dispositions of Family Common Stock) such that the
Family stockholders do not retain a meaningful continuing equity ownership in
Peoples. Generally, so long as the Family stockholders have no plan or intention
to dispose of Peoples Common Stock to be received in the Merger that would
result in their retention, in the aggregate, of a continuing interest through
stock ownership in Peoples that is equal in value, as of the Effective Time to
less than fifty percent of the value of all of the formerly outstanding Family
Common Stock as of the same date, this requirement will be satisfied. If this
requirement is not satisfied, each Family stockholder would recognize gain or
loss with respect to each share of Family Common Stock surrendered equal to the
difference between (i) the stockholder's basis in the share and (ii) the fair
market value of the Peoples Common Stock received in
<PAGE> 4
Family Bancorp
July 10, 1996
Page 4
exchange therefor plus cash received in lieu of any fractional share interest.
In such event, the stockholder's aggregate basis in the shares of Peoples Common
Stock received in the exchange would equal the fair market value of such shares,
and the stockholders' holding period for such Peoples Common Stock would not
include the period during which the stockholder held the Family Common Stock
exchanged therefor. In addition, Family would recognize taxable gain in an
amount equal to the difference between the fair market value of its assets and
its tax basis in such assets.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement on Form S-4 in
respect of the shares of Peoples Common Stock to be issued in connection with
the Merger, and to the reference to this opinion under the caption "The Merger -
Certain Federal Income Tax Consequences" and elsewhere in the Proxy
Statement/Prospectus included therein. In giving such consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/ Richard Schaul-Yoder
------------------------------------
A partner
