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
April 17, 1997
(Date of earliest event reported)
Peoples Heritage Financial Group, Inc.
(Exact name of registrant as specified in its charter)
Maine 0-16947 01-0437984
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
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 April 17, 1997, Peoples Heritage Financial Group, Inc. issued the
press release which is included as Exhibit 99(a) hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit 99(a) Press Release, dated April 17, 1997
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<PAGE>
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.
By: /S/ PETER J. VERRILL
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Name: Peter J. Verrill
Title: Executive Vice President,
Chief Operating Officer, Chief
Financial Officer and Treasurer
Date: April 17, 1997
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EXHIBIT 99(a)
PEOPLES HERITAGE FINANCIAL GROUP, INC. NEWS RELEASE
For Immediate Release
For Further Information, Contact
Brian Arsenault, Corporate Communications Officer
(207) 761-8517
Peoples Heritage Announces Repurchase Program
Portland, Maine, April 17, 1997 -- Peoples Heritage Financial Group, Inc.
(NASDAQ:PHBK) announced today that the Company's Board of Directors has
authorized the repurchase of up to $100 million of the Company's outstanding
common stock. Assuming a weighted average per share repurchase price of
$29.125 (the per share closing price on April 16, 1997), the $100 million
repurchase program would result in the repurchase of 3,433,476 shares, or
12.1% of the 28,424,722 shares of common stock outstanding as of March 31,
1997. The Company intends to fund the repurchase program from its working
capital, including the $98.3 million of net proceeds obtained in connection
with a recently completed offering of capital securities by a subsidiary
trust.
Repurchases are authorized to be made by the Company from time to time in
open-market transactions as, in the opinion of management, market conditions
warrant. The repurchased shares will be held as treasury stock and will be
available for general corporate purposes.
William J. Ryan, Chairman, President and Chief Executive Officer of the
Company, stated: "Current market conditions, we believe, offer an opportunity
to repurchase shares at a level below that which reflects the Company's
earning prospects. We believe this is an opportunity to enhance shareholder
value while maintaining the ability to make an accretive acquisition if one
becomes available."
Peoples Heritage Financial Group is a $5.5 billion multi-state bank
holding and financial services company headquartered in Portland, Maine. The
Company operates three bank franchises: Peoples Heritage Bank in Maine, Bank
of New Hampshire in New Hampshire and Family Bank, with banking offices in
northern Massachusetts and southern New Hampshire. Subsidiary businesses of
one or more of the Company's banks include trust, investment and leasing
services and mortgage banking.
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