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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 28, 1998
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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)
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ITEM 5. OTHER EVENTS
On April 28, 1998, Peoples Heritage Financial Group, Inc. issued the two
press releases included as Exhibits 99(a) and (b) 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 28, 1998
Exhibit 99(b) Press Release, dated April 28, 1998
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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/ Peter J. Verrill
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Name: Peter J. Verrill
Title: Executive Vice President, Chief
Financial Officer and Treasurer
Date: April 28, 1998
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EXHIBIT 99(a)
PEOPLES HERITAGE FINANCIAL GROUP, INC.
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PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION, CONTACT:
BRIAN ARSENAULT, VICE PRESIDENT, CORPORATE COMMUNICATIONS
(207) 761-8517
PEOPLES HERITAGE ANNOUNCES 2 FOR 1 STOCK SPLIT
Portland, Maine, April 28, 1998 -- Peoples Heritage Financial Group, Inc.
(NASDAQ:PHBK) announced today that its Board of Directors has approved a
two-for-one split of its common stock to all shareholders of record on May 8,
1998, which will be payable on May 18, 1998.
The Board of Directors also approved a regular cash dividend based on Company
financial performance for the first quarter ended March 31, 1998. As a result of
the two-for-one split, the dividend, which would have been 22 cents per share,
was set at 11 cents per share. As adjusted for the stock split, the dividend is
up 2 cents per share, or 22 percent, from the 9 cent per share dividend declared
following the first quarter of 1997.
The record and payment dates for the cash dividend will be the same as for the
stock split. Dividend payments and additional shares being provided under the
terms of the split will be sent to registered shareholders in a combined
mailing.
"We are very pleased to be able to pay a dividend that once again represents 30
percent or more of net income and to double the number of shares in each
shareholder's hands," said William J. Ryan, Chairman, President and Chief
Executive Officer. "At more than $50 per share, we felt our stock price had
exceeded a comfortable price level for a community banking company.
"Local community investors have long been an important part of our shareholder
mix and we want them to continue to feel that our stock price is reflective of a
community bank."
Peoples Heritage Financial Group, Inc., with the recently-completed acquisition
of CFX Corporation, is a $10 billion multi-bank and financial services holding
company headquartered in Portland, Maine. The Company operates Peoples Heritage
Bank with the largest deposit market share in Maine, Bank of New Hampshire with
the largest deposit market share in New Hampshire, and Family Bank, the tenth
largest bank in Massachusetts. Affiliate banks operate subsidiaries in the areas
of trust and investments, leasing, mortgage banking and insurance brokerage.
(end)
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EXHIBIT 99(b)
PEOPLES HERITAGE FINANCIAL GROUP, INC.
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PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR MORE INFORMATION, CONTACT:
BRIAN ARSENAULT, VICE PRESIDENT, CORPORATE COMMUNICATIONS
(207) 761-8517
SHAREHOLDERS APPROVE ADDITIONAL SHARES, OTHER PROPOSALS
Portland, Maine, April 28, 1998 -- Peoples Heritage Financial Group, Inc.
(NASDAQ:PHBK) announced that at its annual meeting held today, shareholders
overwhelmingly approved a proposal to increase authorized shares of the
Company's common stock from 100 million to 200 million. Shareholders also voted
to approve an increase in available shares under the Company's Equity Incentive
Plan, to reappoint KPMG Peat Marwick as the Company's independent auditors and
to elect the following Directors to three-year terms:
* Robert B. Bahre, Chairman of the Board and Chief Executive Officer of New
Hampshire International Speedway, Loudon, New Hampshire.
* Katherine M. Greenleaf, Principal, Katherine Greenleaf & Associates,
Portland, Maine.
* Dana S. Levenson, Partner, Levenson Business Group, Portsmouth, New
Hampshire, President, Quartro Realty Corp.
* Pamela P. Plumb, President, Pamela Plumb & Associates, Portland, Maine.
Peoples Heritage Financial Group, Inc., with the recently-completed acquisition
of CFX Corporation, is a $10 billion multi-bank and financial services holding
company headquartered in Portland, Maine. The Company operates Peoples Heritage
Bank with the largest deposit market share in Maine, Bank of New Hampshire with
the largest deposit market share in New Hampshire, and Family Bank, the tenth
largest bank in Massachusetts. Affiliate banks operate subsidiaries in the areas
of trust and investments, leasing, mortgage banking and insurance brokerage.
(end)
