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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
December 6, 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)
Exhibit Index appears on page 6.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On December 6, 1996, following receipt of all required regulatory and
stockholder approvals, Peoples Heritage Financial Group, Inc. ("PHFG") completed
the acquisition of Family Bancorp ("Family") pursuant to an Agreement and Plan
of Merger, dated as of May 30, 1996, among PHFG, Peoples Heritage Merger Corp.
("PHMC"), a wholly-owned subsidiary of PHFG, and Family (the "Agreement"). The
acquisition was effected by means of the merger of Family with and into PHMC
(the "Merger"). Upon consummation of the Merger, each share of common stock, par
value $0.10 per share, of Family ("Family Common Stock"), outstanding
immediately prior thereto was converted into the right to receive 1.26 shares of
Common Stock, par value $0.01 per share, of PHFG ("PHFG Common Stock"), plus
cash in lieu of any fractional share interest. Based on 4,349,472 shares of
Family Common Stock outstanding, a maximum of 5,480,335 shares of PHFG Common
Stock are being issued as a result of consummation of the Merger. A total of
2,500,000 of these shares of PHFG Common Stock were acquired by PHFG pursuant to
the terms of an issuer tender offer which terminated on October 7, 1996 and thus
will be issued from PHFG's treasury.
Pursuant to the Agreement, options to purchase 72,750 shares of Family
Common Stock which were effective and outstanding immediately prior to
consummation of the Merger were converted into options to purchase approximately
91,665 shares of PHFG Common Stock.
For additional information, reference is made to Item 7 below.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
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EXHIBITS
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(a) The following audited consolidated financial statements of
Family are incorporated by reference to the Report on Form 10-K for the year
ended December 31, 1995 filed by Family with the Securities and Exchange
Commission:
Consolidated Balance Sheets - December 31, 1995 and 1994
Consolidated Statements of Income - Years ended December 31,
1995, 1994 and 1993
Consolidated Statements of Changes in Shareholders' Equity -
Years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows - Years ended December
31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
2
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The following unaudited consolidated financial statements of Family are
incorporated by reference to the Report on Form 10-Q for the three months ended
June 30, 1996 filed by Family with the Securities and Exchange Commission:
Consolidated Balance Sheets - June 30, 1996 and December 31,
1995
Consolidated Statements of Income - Three and six months ended
June 30, 1996
Consolidated Statements of Changes in Stockholders' Equity -
Six months ended June 30, 1996
Consolidated Statements of Cash Flows - Six months ended June
30, 1996
Notes to Consolidated Financial Statements
(b) The information contained under "Pro Forma Combined
Consolidated Financial Information" in the Offer to Purchase, dated September
10, 1996, included in the Schedule 13E-4 filed by PHFG with the Securities and
Exchange Commission on September 10, 1996 is hereby incorporated herein by
reference.
(c) The following exhibits are filed with or are incorporated by
reference in this Current Report on Form 8-K:
Exhibit Description Location
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Number
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2 Agreement and Plan of Merger, (1)
dated as of May 30, 1996, among
PHFG, PHMC and Family
10(a) Stock Option Agreement, dated as (1)
of May 30, 1996, between PHFG
(as grantee) and Family (as issuer)
10(b) Stock Option Agreement, dated as (1)
of May 30, 1996, between PHFG
(as issuer) and Family (as grantee)
10(c) Stockholder Agreement, dated as (1)
of May 30, 1996, among PHFG and
certain stockholders of Family
3
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Exhibit Description Location
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Number
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20(a) Press Release issued on May 31, (1)
1996 with respect to the
Agreement
20(b) Press release issued on December
9, 1996 with respect to
consummation of the Merger
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(1) Incorporated by reference to the Current Report on Form 8-K filed by PHFG
with the Securities and Exchange Commission on June 5, 1996.
4
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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: December 6, 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 INDEX
Exhibit Description Location
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Number
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2 Agreement and Plan of Merger, (1)
dated as of May 30, 1996, among
PHFG, PHMC and Family
10(a) Stock Option Agreement, dated as (1)
of May 30, 1996, between PHFG
(as grantee) and Family (as issuer)
10(b) Stock Option Agreement, dated as (1)
of May 30, 1996, between PHFG
(as issuer) and Family (as grantee)
10(c) Stockholder Agreement, dated as (1)
of May 30, 1996, among PHFG and
certain stockholders of Family
20(a) Press Release issued on May 31, (1)
1996 with respect to the
Agreement
20(b) Press release issued on December
9, 1996 with respect to
consummation of the Merger
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(1) Incorporated by reference to the Current Report on Form 8-K filed by PHFG
with the Securities and Exchange Commission on June 5, 1996.
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EXHIBIT 20(b)
PEOPLES HERITAGE FINANCIAL GROUP, INC. NEWS RELEASE
For Immediate Release
For Further Information, Contact
Brian Arsenault, Corporate Communications Officer
(207) 761-8517
Peoples Heritage Completes Acquisition of Family Bancorp
Portland, Maine, December 9, 1996 -- Peoples Heritage Financial Group, Inc.
(NASDAQ:PHBK) announced today that it finalized the acquisition of Family
Bancorp (NASDAQ:FMLY) at the close of business on Friday, December 6.
As a result of the acquisition of Family Bancorp, Peoples Heritage is a
$5.4 billion banking and financial services company operating in three states.
The Company's Maine banking subsidiary, Peoples Heritage Bank, operates 65
banking offices throughout the state and has the number two market position. Its
New Hampshire banking subsidiary, Bank of New Hampshire, operates 44 branches
throughout the state and has the number three market position.
Family Bank operates 17 branches in northeastern Massachusetts and six
branches in southern New Hampshire. Family has the top market position in most
of the communities in which it has banking offices.
"Family Bank is an excellent fit with our Company," said William J.
Ryan, Peoples Heritage Chairman, President and Chief Executive Officer. "We have
now achieved a strong northern New England banking presence that runs from Maine
down through New Hampshire and into northeastern Massachusetts, a region of
small cities and towns that respond well to our style of banking."
Peoples Heritage Financial Group, Inc., headquartered in Portland,
Maine, had pre-Family Bancorp merger assets of $4.5 billion. Family Bancorp,
headquartered in Haverhill, Massachusetts, had pre-merger assets of $925
million.
