<PAGE> 1
As filed with the Securities and Exchange Commission on October 7, 1997
Registration No. 333-34931
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
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)
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.)
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. / /
---------------------------------------
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
PROSPECTUS
222,839 Shares
PEOPLES HERITAGE FINANCIAL GROUP, INC.
Common Stock
This Prospectus relates to the public offering, which is not being
underwritten, of up to 222,839 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 will be 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 shares of Offered
Stock by the Selling Stockholders.
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 October 6, 1997, the closing price for the
Common Stock was $42.00 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
COMMISSION 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 October ___, 1997
<PAGE> 3
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> 4
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, June 27 and October 1, 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> 5
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 universal 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. On October 1, 1997,
the Company acquired Atlantic Bancorp, parent company of Atlantic Bank National
Association, Maine's fifth largest bank, and the Company anticipates
consummating its proposed acquisition of MPN Holdings, the parent company of
MPN Insurance, Maine's largest independent insurance brokerage firm, on or
about October 10, 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
The Company will not receive any of the proceeds from sales of 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 to be issued to them in connection with the
acquisition of MPN. The Selling Stockholders will receive an aggregate of
222,839 shares of Common Stock pursuant to this acquisition. The Company has
agreed that it will cause to be registered under the Securities 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
3
<PAGE> 6
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(1) Offering After the Offering(2)
- --------------------------------- -------------------- ------------------ ----------------------
<S> <C> <C> <C>
Amanda M. Bennett 2,896 0 0
Raymond F. Brogan 6,366 0 0
John R. Curran(3) 13,001 0 0
Linda G. Delponte 2,290 0 0
Thomas L. Deveaux 2,526 0 0
Francis A. Ferland 6,500 0 0
Daniel G. Hall(3) 10,667 0 0
James J. Kilbride(3) 45,001 0 0
Joseph A. Kilbride 2,728 0 0
Michael P. Kilbride 1,010 0 0
Frederick J. Leavitt(3) 9,599 0 0
Lila Payson Littlefield 875 0 0
Amelia Payson McLeod 875 0 0
Eugene J. Miliard(3) 6,500 0 0
Henry S. Payson 54,668 0 0
Henry S. Payson,
Irrevocable Trust u/a
dated October 28, 1996 1,684 0 0
H. Martyn Payson(3) 40,858 0 0
Richard H. Pew(3) 1,987 0 0
Alan R. Quinlan 1,987 0 0
Peter L. Sparta 6,063 0 0
Leonard A. Taylor, Jr.(3) 3,402 0 0
Marilyn C. Weeman(3) 336 0 0
John G. Willett 1,010 0 0
</TABLE>
4
<PAGE> 7
- -----------------------------------
(1) Represents the number of shares of Common Stock to be received by each
Selling Stockholder upon consummation of the acquisition of MPN Holdings by the
Company.
(2) Because the Selling Stockholders may sell all, some or none of the Shares
offered hereby, there can be no assurance as to the number of Shares which will
be held by each Selling Stockholder upon completion of the Offering. Even if
no Shares are sold, however, no Selling Stockholder would hold one percent or
more of the outstanding Common Stock upon completion of the Offering (based on
the total number of shares of Common Stock held by the Selling Stockholders as
of the date hereof and to be received upon consummation of the acquisition of
MPN Holdings by the Company).
(3) 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., 12,799 shares, 10,239 shares,
572 shares, 2,223 shares, 101 shares, 336 shares, 1,717 shares, 1,010 shares and
3,402 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'
5
<PAGE> 8
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 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> 9
================================================================================
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 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 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 implication that there has been no change
in the affairs of the Company since the date hereof.
-----------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Available Information . . . . . . 1
Incorporation of Certain Documents
by Reference . . . . . . . . . 2
The Company . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . 3
Selling Stockholders . . . . . . 3
Plan of Distribution . . . . . . 5
Legal Matters . . . . . . . . . . 6
Experts . . . . . . . . . . . . . 6
</TABLE>
================================================================================
================================================================================
222,839 SHARES
PEOPLES HERITAGE
FINANCIAL GROUP, INC.
COMMON STOCK
----------------------
PROSPECTUS
----------------------
October ___, 1997
================================================================================
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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>
- ---------------------------------
* Previously filed.
(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.
(b) Financial Statement Schedules.
II-1
<PAGE> 11
No financial statement schedules are filed because the required
information is not applicable or is included in the consolidated financial
statements or related notes.
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
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Portland, State of Maine
on the 29th day of September 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
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
/s/ Robert P. Bahre* Date: September 29, 1997
---------------------------------------
Robert P. Bahre
Director
/s/ Everett W. Gray* Date: September 29, 1997
---------------------------------------
Everett W. Gray
Director
/s/ Andrew W. Greene* Date: September 29, 1997
---------------------------------------
Andrew W. Greene
Director
II-2
<PAGE> 12
/s/ Katherine M. Greenleaf* Date: September 29, 1997
---------------------------------------
Katherine M. Greenleaf
Director
/s/ Dana Levenson* Date: September 29, 1997
---------------------------------------
Dana Levenson
Director
/s/ Robert A. Marden, Sr.* Date: September 29, 1997
---------------------------------------
Robert A. Marden, Sr.
Vice Chairman
/s/ Malcolm W. Philbrook, Jr.* Date: September 29, 1997
---------------------------------------
Malcolm W. Philbrook, Jr.
Director
/s/ Pamela P. Plumb* Date: September 29, 1997
---------------------------------------
Pamela P. Plumb
Vice Chairman
/s/ William J. Ryan Date: September 29, 1997
--------------------------------------
William J. Ryan
Chairman, President and Chief
Executive Officer
(principal executive officer)
/s/ Curtis M. Scribner* Date: September 29, 1997
---------------------------------------
Curtis M. Scribner
Director
/s/ Paul R. Shea* Date: September 29, 1997
---------------------------------------
Paul R. Shea
Director
II-3
<PAGE> 13
/s/ Davis P. Thurber* Date: September 29, 1997
---------------------------------------
Davis P. Thurber
Director
/s/ John E. Veasey* Date: September 29, 1997
---------------------------------------
John E. Veasey
Director
/s/ Peter J. Verrill Date: September 29, 1997
---------------------------------------
Peter J. Verrill
Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Treasurer
(principal financial and accounting officer)
- ----------
* By Peter J. Verrill, Attorney-in-fact.
II-4
<PAGE> 14
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>
- ---------------------------------
* Previously filed.
(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 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
October 7, 1997
Board of Directors
Peoples Heritage Financial Group, Inc.
One Portland Square
Portland, Maine 04112-9540
Re: Registration Statement on Form S-3 (No. 333-34931)
222,839 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 (the "Securities Act"), of a Registration Statement on Form S-3 (the
"Registration Statement") which registers 222,839 shares of the Company's
common stock, $.01 par value per share (the "Shares"), for resale by
stockholders of MPN Holdings who will acquire the Shares pursuant to an
exemption from the registration requirements contained in Section 5 of the
Securities Act in connection with the Company's acquisition of MPN Holdings
pursuant to an Agreement and Plan of Merger, dated as of July 9, 1997, among
the Company, Peoples Heritage Bank, Peoples Heritage Interim Corp. and MPN
Holdings (as amended, the "Agreement"). 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 pursuant to the Agreement, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus constituting a part thereof.
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Gerard L. Hawkins
----------------------------------
Gerard L. Hawkins, a Partner
