<PAGE> 1
As filed with the Securities and Exchange Commission on September 4, 1997
Registration No. 333- ________
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-3
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:
Gerard L. Hawkins, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
(202) 347-0300
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes effective and the
registrant's pending acquisition of MPN Holdings is consummated.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
Calculation of Registration Fee
<TABLE>
<CAPTION>
============================================================================================================
Proposed Maximum
Title of Each Class of Aggregate Offering Amount of
Securities to be Registered Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, par value $.01 per share $9,500,000 $2,878.79
- ------------------------------------------------------------------------------------------------------------
Preferred Stock purchase rights(2) N/A N/A
============================================================================================================
</TABLE>
(1) Pursuant to Rule 457(o) under the Securities Act of 1933, as amended,
the proposed maximum aggregate offering price is estimated solely for
purposes of calculating the registration fee.
(2) Preferred Stock purchase rights will be distributed without charge
with respect to each share of Common Stock of the Registrant
registered hereby.
----------------------------
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
EXPLANATORY NOTE
This Registration Statement on Form S-3 registers for resale shares of
common stock of the Registrant which are to be issued pursuant to an exemption
from the registration requirements contained in Section 5 of the Securities Act
of 1933 in connection with its pending acquisition of MPN Holdings, which has
been approved by the stockholders of MPN Holdings and is anticipated to be
consummated on or before October 31, 1997. Because the number of shares to be
issued in connection with this transaction is dependent on the average market
price of the Registrant's common stock during a specified period prior to
closing, such number of shares is not determinable at this time. Information
as to the number of shares of the Registrant's Common Stock covered hereby and
to be reflected in the Prospectus contained herein will be set forth in a
pre-effective amendment to this Registration Statement on Form S-3.
<PAGE> 3
Information contained herein is subject to completion or amendment. This
Offering Memorandum shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
jurisdiction.
Subject to Completion, Dated September 4, 1997
PROSPECTUS
_________ Shares
PEOPLES HERITAGE FINANCIAL GROUP, INC.
Common Stock
This Prospectus relates to the public offering, which is not being
underwritten, of up to ________ shares (the "Offered Stock") of Common Stock,
par value $0.01 per share (the "Common Stock"), of Peoples Heritage Financial
Group, Inc. (the "Company") which may be offered from time to time for the
account of the selling stockholders named herein (the "Selling Stockholders").
The shares of Offered Stock were issued to the Selling Stockholders in
connection with the Company's acquisition of MPN Holdings ("MPN") pursuant to
the exemption from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"), provided by Section 4(2) thereof. The
Company will not receive any of the proceeds from the sale of the shares.
The shares of Offered Stock may be offered and sold from time to time
by the Selling Stockholders directly or through broker-dealers who may act
solely as agents, or who may acquire shares as principals. The distribution of
the shares of Offered Stock may be effected in one or more transactions that
may take place through the Nasdaq Stock Market, including block trades or
ordinary broker's transactions, or through privately-negotiated transactions,
or in accordance with Rule 144 under the Securities Act, or through a
combination of any such method of sale, at market prices or at negotiated
prices. Usual and customary or negotiated brokerage fees or commissions may be
paid by the Selling Stockholders in connection with such sales. The Selling
Stockholders and any dealers or agents that participate in the distribution of
the Offered Stock may be deemed to be "underwriters" within the meaning of the
Securities Act, and any profit on the sale of the Offered Stock by them and any
commissions received by any such dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act. See "Plan of
Distribution."
The Common Stock is traded on the Nasdaq Stock Market's National
Market under the symbol "PHBK." On September 2, 1997, the closing price for
the Common Stock was $37.75 per share.
-------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------------------
The date of this Prospectus is _________ ___, 1997
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy material and other
information concerning the Company can be inspected and copied at the office of
the Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549 or at
its regional offices, located at Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661 and Seven World Trade Center, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.
The Company has filed with the Commission a registration statement on
Form S-3 (together with all amendments and exhibits, the "Registration
Statement") under the Securities Act, with respect to the shares of Common
Stock offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement or the exhibits thereto. For further information,
reference is made to such Registration Statement and exhibits. Statements made
in this Prospectus as to the content of any contract, agreement or other
document referred to are not necessarily complete. With respect to each such
contract, agreement or other document filed as an exhibit to the Registration
Statement, reference is made to the Registration Statement, each such statement
being qualified in all respects by such reference, which may be inspected and
copied in the manner and at the sources described above.
The Company is an electronic filer under the EDGAR (Electronic Data
Gathering, Analysis and Retrieval) system maintained by the Commission. The
Commission maintains a Web site (http://www.sec.gov) on the Internet that
contains reports, proxy statements, information statements and other
information filed electronically by the Company with the Commission.
1
<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31,
1996;
2. Quarterly Report on Form 10-Q for the quarters ended March 31
and June 30, 1997;
3. Reports on Form 8-K filed by the Company on January 23,
January 29, April 17, June 4 and June 27, 1997; and
4. The description of the Common Stock which is contained in the
Registration Statement on Form S-4 filed by the Company on
July 3, 1996.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering made hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein will be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein modifies or
supersedes any such statement. Any such statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of such person, a copy of any of the foregoing documents incorporated
herein by reference (other than the exhibits to such documents unless such
exhibits are specifically incorporated by reference into such documents).
Written or telephone requests should be directed to Peoples Heritage Financial
Group, Inc., P.O. Box 9540, One Portland Square, Portland, Maine 04112-9540,
Attention: Brian Arsenault (telephone no. (207) 761-8517).
2
<PAGE> 6
THE COMPANY
The Company is a multi-bank and financial services holding company
which is incorporated under the laws of the State of Maine. At June 30, 1997,
the Company had consolidated assets of $5.6 billion and consolidated
shareholders' equity of $431.7 million. Based on total assets at June 30,
1997, the Company is the largest independent bank holding company headquartered
in northern New England and the fifth largest independent bank holding company
headquartered in New England.
The Company offers a broad range of commercial and consumer banking
services and products and trust and investment advisory services through three
wholly-owned banking subsidiaries: Peoples Heritage Bank ("PHB"), Bank of New
Hampshire ("BNH") and Family Bank, FSB ("Family Bank"). PHB is a
Maine-chartered savings bank which currently operates 67 offices throughout
Maine and, through subsidiaries, engages in mortgage banking, financial
planning, equipment leasing and securities brokerage activities. BNH is a New
Hampshire-chartered commercial bank which currently operates 45 offices
throughout New Hampshire. Family Bank is a federally-chartered savings bank
which currently operates 18 banking offices in the Merrimack Valley area of
Greater Haverhill and Greater Lowell, Massachusetts and five offices in
southern New Hampshire.
Acquisitions have been, and are expected to continue to be, an
important part of the expansion of the Company's business. In June 1997, the
Company entered into an agreement to acquire Atlantic Bancorp, parent company
of Atlantic Bank National Association, Maine's fifth largest bank, and in July
1997, the Company and PHB entered into an agreement to acquire MPN Holdings,
the parent company of MPN Insurance, Maine's largest independent insurance
brokerage firm. Subject to the receipt of all required regulatory and
corporate approvals and the satisfaction of other customary conditions, it is
anticipated that both acquisitions will be finalized before the end of 1997.
The principal executive offices of the Company are located at One
Portland Square, Portland, Maine 04112, and its telephone number is (207)
761-8500.
USE OF PROCEEDS
It is anticipated that the Company will not receive any of the
proceeds from sales of the Offered Stock. See "Selling Stockholders" for a
list of those persons who will receive the proceeds from such sales.
SELLING STOCKHOLDERS
This Prospectus covers the offer and sale by each of the Selling
Stockholders of the Common Stock issued to them in connection with the
acquisition of MPN. The Selling Stockholders received an aggregate of _____
shares of Common Stock pursuant to this acquisition. The Company has agreed
that it will cause to be registered under the Securities
3
<PAGE> 7
Act the resale of the Common Stock received by the Selling Stockholders. In
addition, the Company has agreed to indemnify the Selling Stockholders against
certain liabilities arising out of any actual or alleged material misstatements
or omissions in the Registration Statement, other than liabilities arising from
information supplied by the Selling Stockholders for use in the Registration
Statement. Each Selling Stockholder, severally but not jointly, has agreed to
indemnify the Company against liabilities arising out of any actual or alleged
material misstatements or omissions in the Registration Statement insofar as
such misstatements or omissions were made in reliance upon written information
furnished to the Company by such Selling Stockholder expressly for use in the
Registration Statement.
The table below sets forth each Selling Stockholder's name, the number
of shares of Common Stock beneficially owned by such Selling Stockholder prior
to the Offering, the maximum number of shares of Common Stock offered hereby by
such Selling Stockholder and the number of shares of Common Stock to be held by
such Selling Stockholder after the Offering.
<TABLE>
<CAPTION>
Maximum Number of Number of Shares
Shares to be Sold in Owned Prior to the Number of Shares Owned
Name the Offering Offering After the Offering
- --------------------------------- -------------------- ------------------ -----------------------
<S> <C> <C> <C>
Amanda M. Bennett
Raymond F. Brogan
John R. Curran(1)
Linda G. Delponte
Thomas L. Deveaux
Francis A. Ferland
Daniel G. Hall(1)
James J. Kilbride(1)
Joseph A. Kilbride
Michael P. Kilbride
Frederick J. Leavitt(1)
Lila Payson Littlefield
Amelia Payson McLeod
Eugene J. Miliard(1)
Henry S. Payson
Henry S. Payson,
Irrevocable Trust u/a
dated October 28, 1996
H. Martyn Payson(1)
Richard H. Pew(1)
Alan R. Quinlan
Peter L. Sparta
Leonard A. Taylor, Jr.(1)
Marilyn C. Weeman(1)
John G. Willett
</TABLE>
4
<PAGE> 8
- ------------------------------
(1) Includes in the case of James J. Kilbride, Daniel G. Hall, H. Martyn
Payson, John R. Curran, Frederick J. Leavitt, Marilyn C. Weeman, Richard H.
Pew, Eugene J. Miliard and Leonard A. Taylor, Jr., 380 shares, 304 shares, 17
shares, 66 shares, 3 shares, 10 shares, 51 shares, 30 shares and 101 shares
held in individual retirement accounts, respectively.
The Selling Stockholders may sell up to all of the shares of the
Common Stock shown above under the heading "Number of Shares Owned Prior to the
Offering" pursuant to this Prospectus in one or more transactions from time to
time as described below under "Plan of Distribution."
PLAN OF DISTRIBUTION
Each of the Selling Stockholders may sell his, her or its shares of
Offered Stock directly or through broker-dealers who may act solely as agents,
or who may acquire shares as principals. The distribution of the shares of
Offered Stock may be effected in one or more transactions that may take place
on the Nasdaq Stock Market, including block trades or ordinary broker's
transactions, or through privately-negotiated transactions, or in accordance
with Rule 144 under the Securities Act (or any other applicable exemption from
registration under the Securities Act), through a combination of any such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Usual and
customary or negotiated brokerage fees or commissions may be paid by the
Selling Stockholders in connection with such sales. Sales of the Offered Stock
may be effected to cover previous short sales of Common Stock.
The Selling Stockholders may effect transactions by selling the
Offered Stock directly or through broker-dealers acting either as principal or
as agent, and such broker-dealers may receive compensation in the form of usual
and customary or negotiated discounts, concessions or commissions from the
Selling Stockholders.
The aggregate proceeds to the Selling Stockholders from the sale of
the Offered Stock will be the purchase price of the Offered Stock sold less the
aggregate agents' commissions, if any, and other expenses of issuance and
distribution not borne by the Company. The Selling Stockholders and any
dealers or agents that participate in the distribution of the Offered Stock may
be deemed to be "underwriters" within the meaning of the Securities Act, and
any profit on the sale of the Offered Stock by them and any commissions
received by any such dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act.
Each Selling Stockholder and any other person participating in a
distribution of the Offered Stock will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, including without
limitation Regulation M and Rules 101 through 105 thereunder. Regulation M
governs the activities of persons participating in a distribution of securities
and, consequently, may restrict certain activities of, and limit the
5
<PAGE> 9
timing of purchases and sales of Offered Stock by, Selling Stockholders and
other persons participating in a distribution of Offered Stock. Furthermore,
under Regulation M, persons engaged in a distribution of securities are
prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time prior
to the commencement of such distribution, subject to exceptions or exemptions.
All of the foregoing may affect the marketability of the securities offered
hereby.
LEGAL MATTERS
The validity of the shares of Common Stock being offering hereby will
be passed upon for the Company by the law firm of Elias, Matz, Tiernan &
Herrick L.L.P., Washington, D.C.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1996 have been audited by KPMG
Peat Marwick LLP, independent certified public accountants, as stated in their
report, which is incorporated herein by reference, and has been so incorporated
in reliance upon the report of such firm given upon its authority as experts in
accounting and auditing. The report of KPMG Peat Marwick LLP refers to a
change in the method of accounting for mortgage servicing rights effective
January 1, 1995.
6
<PAGE> 10
<TABLE>
<S> <C>
============================================ ==============================================
No dealer, salesman or any other
person has been authorized to give any
information or to make any representation
not contained in this Prospectus, and, if
given or made, such information and
representation must not be relied upon as __________ SHARES
having been authorized by the Company, a
Selling Stockholder or any other person.
This Prospectus does not constitute an
offer to sell or a solicitation of an
offer to buy any of the securities offered PEOPLES HERITAGE FINANCIAL GROUP, INC.
hereby in any state to any person to whom
it is unlawful to make such offer in such
state. Neither the delivery of this
Prospectus nor any sales made hereunder
shall, under any circumstances, create any COMMON STOCK
implication that there has been no change
in the affairs of the Company since the
date hereof.
------------------
----------
PROSPECTUS
----------
TABLE OF CONTENTS
Page
Available Information . . . . . .
Incorporation of Certain Documents
by Reference . . . . . . . .
The Company . . . . . . . . . . . ______ __, 1997
Use of Proceeds . . . . . . . . .
Selling Stockholders . . . . . .
Plan of Distribution . . . . . .
Legal Matters . . . . . . . . . .
Experts . . . . . . . . . . . . .
============================================ ==============================================
</TABLE>
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC registration fee $ 2,727
Nasdaq listing fees 4,645
Legal fees and expenses 3,000*
Accounting fees and expenses 15,000*
Miscellaneous expenses 128*
------
Total $25,500
======
</TABLE>
_________________
* Estimated.
ITEM 15. 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
II-1
<PAGE> 12
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 Section 719.
Article VI of the Bylaws of the Company provides that the directors,
officers, employees and agents of the Company 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
the Company. In addition, the Company carries a liability insurance policy for
its directors and officers.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The exhibits and financial statement schedules filed as a part of this
Registration Statement are as follows:
(a) List of Exhibits:
<TABLE>
<CAPTION>
Exhibit No. Exhibit Location
- ----------- ------- --------
<S> <C> <C>
3(a)(1) Articles of Incorporation of the Company (1)
3(a)(2) Articles of Amendment to Articles of Incorporation
of the Company (2)
3(b) Bylaws of the Company (1)
4 Specimen Common Stock certificate (1)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. *
regarding legality of securities being registered
23(a) Consent of Elias, Matz, Tiernan & Herrick L.L.P. *
(contained in the opinion included as Exhibit 5)
23(b) Consent of KPMG Peat Marwick LLP
24 Powers of Attorney (included in the signature page to the
initial filing of this Registration Statement)
</TABLE>
- ------------------------------------
(1) Exhibit is incorporated by reference to the Form S-4 Registration
Statement (No. 33-20243) filed by the Company with the SEC on February 22,
1988.
II-2
<PAGE> 13
(2) Exhibit is incorporated by reference to the Form 10-Q report filed by
the Company with the SEC on May 14, 1996.
(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 17. 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 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 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 this
registration statement.
(2) 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.
(3) 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.
II-3
<PAGE> 14
(b) The undersigned Registrant hereby undertakes 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.
(c) 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.
II-4
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and 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 26th day of
August 1997.
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. Each of the directors and/or officers
of Peoples Heritage Financial Group, Inc. whose signature appears below hereby
appoints William J. Ryan and Peter J. Verrill, and each of them severally, as
his or her attorney-in-fact to sign in his or her name and behalf, in any and
all capacities stated below and to file with the Securities and Exchange
Commission any and all amendments, including post-effective amendments, to this
Registration Statement on Form S-3, making such changes in the Registration
Statement as appropriate, and generally to do all such things in their behalf
in their capacities as directors and/or officers to enable Peoples Heritage
Financial Group, Inc. to comply with the provisions of the Securities Act of
1933, and all requirements of the Securities and Exchange Commission.
/s/ Robert P. Bahre Date: August 26, 1997
- ---------------------------------------
Robert P. Bahre
Director
/s/ Everett W. Gray Date: August 26, 1997
- ---------------------------------------
Everett W. Gray
Director
II-5
<PAGE> 16
/s/ Andrew W. Greene Date: August 26, 1997
- ------------------------------------------
Andrew W. Greene
Director
/s/ Katherine M. Greenleaf Date: August 26, 1997
- ------------------------------------------
Katherine M. Greenleaf
Director
/s/ Dana Levenson Date: August 26, 1997
- --------------------------------------------
Dana Levenson
Director
/s/ Robert A. Marden, Sr. Date: August 26, 1997
- --------------------------------------------
Robert A. Marden, Sr.
Vice Chairman
/s/ Malcolm W. Philbrook, Jr. Date: August 26, 1997
- -------------------------------------------
Malcolm W. Philbrook, Jr.
Director
/s/ Pamela P. Plumb Date: August 26, 1997
- --------------------------------------------
Pamela P. Plumb
Vice Chairman
/s/ William J. Ryan Date: August 26, 1997
- ---------------------------------------------
William J. Ryan
Chairman, President and Chief
Executive Officer
(principal executive officer)
/s/ Curtis M. Scribner Date: August 26, 1997
- ---------------------------------------------
Curtis M. Scribner
Director
II-6
<PAGE> 17
/s/ Paul R. Shea Date: August 26, 1997
- ----------------------------------------
Paul R. Shea
Director
/s/ Davis P. Thurber Date: August 26, 1997
- ---------------------------------------
Davis P. Thurber
Director
/s/ John E. Veasey Date: August 26, 1997
- ---------------------------------------
John E. Veasey
Director
/s/ Peter J. Verrill Date: August 26, 1997
- -----------------------------------------
Peter J. Verrill
Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Treasurer
(principal financial and accounting officer)
II-7
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Location
----------- ------- --------
<S> <C> <C>
3(a)(1) Articles of Incorporation of the Company (1)
3(a)(2) Articles of Amendment to Articles of Incorporation
of the Company (2)
3(b) Bylaws of the Company (1)
4 Specimen Common Stock certificate (1)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. *
regarding legality of securities being registered
23(a) Consent of Elias, Matz, Tiernan & Herrick L.L.P. *
(contained in the opinion included as Exhibit 5)
23(b) Consent of KPMG Peat Marwick LLP
</TABLE>
- ---------------------------------
* To be filed by amendment.
(1) Exhibit is incorporated by reference to the Form S-4 Registration
Statement (No. 33-20243) filed by the Company with the SEC on February 22,
1988.
(2) Exhibit is incorporated by reference to the Form 10-Q report filed by
the Company with the SEC on May 14, 1996.
<PAGE> 1
EXHIBIT 23(B)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Peoples Heritage Financial Group, Inc.
We consent to the use of our report dated January 22, 1997 incorporated
by reference herein, which referred to a change in the Company's method of
accounting for mortgage servicing rights, relating to the consolidated balance
sheets of Peoples Heritage Financial Group, Inc. and subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements of
income, changes in shareholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 1996 and to the reference to our
firm under the heading "Experts" in the Prospectus contained in the
Company's Registration Statement on Form S-3.
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
August 29, 1997
