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Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
June 21, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Peoples Heritage Financial Group, Inc. (File No. 0-16947)
Current Report on Form 8-K
Dear Sir or Madam:
Attached for filing on behalf of Peoples Heritage Financial Group, Inc.
is a Current Report on Form 8-K, with exhibits, which is being filed pursuant to
the requirements of Regulation S-T. Concurrently, three (3) copies of the Form
8-K, one of which is manually signed and all of which are with exhibits, are
being filed with the National Association of Securities Dealers, Inc.
Please do not hesitate to call the undersigned if you have any
questions concerning the enclosed materials.
Sincerely yours,
/s/ Gerard L. Hawkins
Gerard L. Hawkins
GLH/jme
Enclosure
cc: NASD/Nasdaq/Reports and Filing Section
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
June 20, 1996
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(Date of earliest event reported)
Peoples Heritage Financial Group, Inc.
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(Exact name of registrant as specified in its charter)
Maine 0-16947 01-0437984
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
P.O. Box 9540, One Portland Square, Portland, Maine 04112-9540
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(Address of principal executive offices) (Zip Code)
(207) 761-8500
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 5. OTHER EVENTS
------------
On June 20, 1996, Peoples Heritage Financial Group, Inc. issued the press
release included as Exhibit 99(a) hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(a) Not applicable.
(b) Not applicable.
(c) The following exhibit is included with this Report:
Exhibit 99(a) Press Release, dated June 20, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PEOPLES HERITAGE FINANCIAL GROUP, INC.
Date: June 20, 1996 By: /s/ Peter J. Verrill
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Peter J. Verrill
Executive Vice President, Chief Operating
Officer, Chief Financial Officer and
Treasurer
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EXHIBIT 99(a)
For Immediate Release
For Further Information, Contact:
At Peoples Heritage Financial Group:
Brian Arsenault, AVP, Corporate Communications
(207) 761-8517
Tender Offer Likely in Peoples Heritage Stock Repurchase
Portland, Maine; June 20, 1996 -- Peoples Heritage Financial Group,
Inc. (NASDAQ: PHBK) is likely to utilize an issuer tender offer in the
repurchase of approximately 2.6 million shares of its common stock in connection
with its pending acquisition of Family Bancorp (NASDAQ: Family), the Company
announced today. Peoples Heritage also may make open market and
privately-negotiated purchases in the stock buy back. The pending acquisition
and stock repurchase were previously announced.
Peter J. Verrill, Peoples Heritage Chief Operating Officer and Chief
Financial Officer, said the Company will make an additional announcement when it
is prepared to commence an issuer tender offer and any open market purchase
program. Mr. Verrill said the Company intends to acquire the repurchased shares
by the completion of the Family acquisition, expected by year-end.
Repurchases of common stock will be subject to the availability of
shares at prices acceptable to Peoples Heritage and compliance with the
requirements of applicable securities laws. Execution of the repurchase program
is not a condition to consummation of the Family Bancorp acquisition.
Peoples Heritage is a $4.3 billion multi-bank and financial services
holding company with headquarters in Portland, Maine. The Company's Maine bank,
Peoples Heritage Bank, operates 62 banking centers throughout the state. In New
Hampshire, Peoples Heritage is combining the Bank of New Hampshire and The First
National Bank of Portsmouth in late June to operate a 45-branch network
throughout New Hampshire. Peoples Heritage also operates a mortgage services
company, a financial planning company and a leasing subsidiary. Family Bancorp
operates 23 banking offices, 17 in northeastern Massachusetts and six in
southern New Hampshire.
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