PEOPLES HERITAGE FINANCIAL GROUP INC
8-K, 1997-04-08
STATE COMMERCIAL BANKS
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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



                                 April 8, 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
- --------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)          (IRS Employer
of incorporation)                                            Identification No.)


P.O. Box 9540, One Portland Square, Portland, Maine                  04112-9540
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)



                                 (207) 761-8500
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
- --------------------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
                                  last report)



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ITEM 5.      OTHER EVENTS
             ------------

        On April 8, 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 8, 1997





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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.

                                     By: /s/ Carol L. Mitchell
                                        ------------------------------------
                                        Name:  Carol L. Mitchell
                                        Title: Executive Vice President, 
                                               General Counsel and Secretary


Date: April 8, 1997






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<PAGE>   1


                                                                 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 Exchange Offer for its 9.06% Capital Securities

        Portland, Maine, April 8, 1997 -- Peoples Heritage Financial Group,
Inc. (NASDAQ:PHBK) announced today the commencement of an offer by Peoples
Heritage Capital Trust I, a subsidiary of the Company, to exchange its $100
million restricted 9.06% Capital Securities for a like amount of its registered
9.06% Capital Securities. The exchange offer is being conducted in accordance
with the terms of the initial issuance of the Capital Securities on January 31,
1997, and is being made upon the terms and conditions set forth in a Prospectus
and in a related Letter of Transmittal which are being provided to holders of
record for the Capital Securities.

        The exchange offer is not conditioned on any amount of capital
securities being exchanged. The exchange offer is scheduled to expire at 5:00
p.m., Eastern Time, on May 8, 1997, unless extended.




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