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Registration No. 333-________
Filed February 25, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Peoples Heritage Financial Group, Inc.
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(EXACT Name of Registrant as specified in its Articles of Incorporation)
Maine 01-0437984
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(State of incorporation) (IRS Employer Identification No.)
P.O. Box 9540
One Portland Square
Portland, Maine 04112-9540
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(Address of principal executive offices, including zip code)
1996 Equity Incentive Plan
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(Full Title of the Plan)
William J. Ryan Copies to:
Chairman, President and Gerard L. Hawkins, Esq.
Chief Executive Officer Elias, Matz, Tiernan & Herrick L.L.P.
Peoples Heritage Financial Group, Inc. 734 15th Street, N.W.
P.O. Box 9540 Washington, D.C. 20005
One Portland Square (202) 347-0300
Portland, Maine 04112-9540
(207) 761-8500
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(Name, address and telephone number of
agent for service)
Page 1 of 12 pages
Index to Exhibits is located on page 2
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration Fee
Registered Registered(1) Per Share(3) Offering Price(3)
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01 3,500,000(2) $16.968 $59,388,000 $16,509.86
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</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares of common stock, par value $.01 per
share ("Common Stock"), of Peoples Heritage Financial Group, Inc. (the "Company"
or "Registrant") registered hereby as a result of a stock split, stock dividend
or similar adjustment of the outstanding Common Stock.
(2) Represents the number of additional shares of Common Stock of the Company
reserved for issuance under the Company's 1996 Equity Incentive Plan, as amended
and restated (the "Plan").
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(c) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed Maximum
Offering Price Per Share is equal to the average of the high and low prices of
the Common Stock on February 19, 1999 as reported by the Nasdaq Stock Market,
Inc. National Market System.
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This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. ss. 230.462.
2
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This Registration Statement registers additional securities to be issued under
the Peoples Heritage Financial Group, Inc. 1996 Equity Incentive Plan for which
a Registration Statement on Form S-8 has been filed and is effective. The
contents of the Registration Statement on Form S-8 (Commission File No.
333-46367), which was filed with the Commission on February 13, 1998 and
originally registered 2,500,000 shares of Common Stock (as adjusted for a stock
split effected by the Company in May 1998), are incorporated herein by
reference.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
<TABLE>
<CAPTION>
No. Exhibit Page
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<S> <C> <C>
4 Common Stock Certificate (1)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities E-1
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5) --
23.2 Consent of KPMG Peat Marwick LLP E-3
23.3 Consent of Wolf & Company, P.C. E-4
23.4 Consent of Shatswell, MacLeod & Company, P.C. E-5
24 Power of attorney for any subsequent amendments
(located in the signature pages of this
Registration Statement). --
99 1996 Equity Incentive Plan, as amended (2)
</TABLE>
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(1) Incorporated by reference from the Company's Registration
Statement on Form 8-B, filed with the Commission on May 20, 1988.
(2) Incorporated by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 1997, filed with the
Commission on March 27, 1998.
3
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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-8 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 this 25th day of
February 1999.
PEOPLES HERITAGE FINANCIAL GROUP, INC.
By: /s/ William J. Ryan
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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 person whose signature appears below
hereby makes, constitutes and appoints William J. Ryan his or her true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.
/s/ Robert P. Bahre February 25, 1999
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Robert P. Bahre
Director
/s/ Peter J. Baxter February 25, 1999
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Peter J. Baxter
Vice Chairman, Executive Vice President
and Chief Operating Officer
February , 1999
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P. Kevin Condron
Director
/s/ Everett W. Gray February 25, 1999
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Everett W. Gray
Director
4
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/s/ Andrew W. Greene February 25, 1999
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Andrew W. Greene
Director
February , 1999
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Katherine M. Greenleaf
Director
/s/ Douglas S. Hatfield February 25, 1999
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Douglas S. Hatfield
Director
/s/ David D. Hindle February 25, 1999
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David D. Hindle
Director
February , 1999
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Dana S. Levensen
Director
/s/ Robert A. Marden, Sr. February 25, 1999
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Robert A. Marden, Sr.
Director
February , 1999
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Philip A. Mason
Director
February , 1999
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John M. Naughton
Director
/s/ Malcolm W. Philbrook, Jr. February 25, 1999
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Malcolm W. Philbrook, Jr.
Director
5
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/s/ Pamela Plumb February 25, 1999
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Pamela Plumb
Director
/s/ Seth Resnicoff February 25, 1999
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Seth Resnicoff
Director
/s/ William J. Ryan February 25, 1999
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William J. Ryan
Chairman, President and Chief
Executive Officer
(principal executive officer)
/s/ Curtis M. Scribner February 25, 1999
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Curtis M. Scribner
Director
February , 1999
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Paul R. Shea
Director
/s/ John E. Veasey February 25, 1999
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John E. Veasey
Director
/s/ Peter J. Verrill February 25, 1999
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Peter J. Verrill
Executive Vice President, Chief
Financial Officer and Treasurer
(principal financial and accounting officer)
6
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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
February 25, 1999
Board of Directors
Peoples Heritage Financial Group, Inc.
One Portland Square
P.O. Box 9540
Portland, Maine 04112-9540
Re: Registration Statement on Form S-8
3,500,000 Shares of Common Stock
Ladies and Gentlemen:
We are special counsel to Peoples Heritage Financial Group, Inc., a Maine
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 3,500,000 additional shares
of common stock, par value $0.01 per share ("Common Stock"), to be issued
pursuant to the Corporation's 1996 Equity Incentive Plan, as amended (the
"Plan"), pursuant to the exercise of stock options, stock appreciation rights,
restricted stock grants or other awards thereunder (stock options and/or
appreciation rights granted under the Plan are referred to as "Option Rights").
The Registration Statement also registers an indeterminate number of additional
shares which may be necessary under the Plan to adjust the number of shares
reserved thereby for issuance as the result of a stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Corporation. We have
been requested by the Corporation to furnish an opinion to be included as an
exhibit to the Registration Statement.
For this purpose, we have reviewed the Registration Statement, the Articles
of Incorporation and Bylaws of the Corporation, the Plan, a specimen stock
certificate evidencing the Common Stock of the Corporation and such other
corporate records and documents as we have deemed appropriate. We are relying
upon the originals, or copies certified or otherwise identified to our
satisfaction, of the corporate records of the Corporation and such other
instruments, certificates and representations of public officials, officers and
representatives of the Corporation as we have deemed relevant as a basis for
this opinion. In addition, we have assumed, without independent verification,
the genuineness of all signatures and the authenticity of all documents
furnished to us and the
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Board of Directors
February 25, 1999
Page 2
conformance in all respects of copies to originals. Furthermore, we have made
such factual inquiries and reviewed such laws as we determined to be relevant
for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to Option Rights granted under the terms of the
Plan will continue to be validly authorized on the dates the Common Stock is
issued pursuant to the Option Rights; (ii) on the dates the Option Rights are
exercised, the Option Rights granted under the terms of the Plan will constitute
valid, legal and binding obligations of the Corporation and will (subject to
applicable bankruptcy, moratorium, insolvency, reorganization and other laws and
legal principles affecting the enforceability of creditors' rights generally) be
enforceable as to the Corporation in accordance with their terms; (iii) no
change occurs in applicable law or the pertinent facts; and (iv) the provisions
of "blue sky" and other securities laws as may be applicable will have been
complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein, we
are of the opinion as of the date hereof that the shares of Common Stock to be
issued pursuant to the Plan, when issued and sold pursuant to the Plan and upon
receipt of the consideration required thereby, will be legally issued, fully
paid and non-assessable shares of Common Stock of the Corporation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Gerard L. Hawkins
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Gerard L. Hawkins, a Partner
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Peoples Heritage Financial Group, Inc. of (i) our report, dated
January 14, 1998, incorporated by reference in the December 31, 1997 Annual
Report on Form 10-K of Peoples Heritage Financial Group, Inc. and (ii) our
report dated July 3, 1998, incorporated by reference in the Current Report on
Form 8-K of Peoples Heritage Financial Group, Inc. filed on July 23, 1998.
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
February 24, 1999
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Peoples Heritage Financial Group, Inc. of our report, dated January
22, 1996, relating to the consolidated statement of operations of The Safety
Fund Corporation for the year ended December 31, 1995, which report appears in
the December 31, 1995 Annual Report on Form 10-KSB of The Safety Fund
Corporation and in the December 31, 1997 Annual Report on Form 10-K of CFX
Corporation and is incorporated by reference in the Current Report on Form 8-K
of Peoples Heritage Financial Group, Inc. filed on April 22, 1998.
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
February 24, 1999
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Peoples Heritage Financial Group, Inc. of our report, dated January
22, 1997, relating to the consolidated balance sheet of Community Bankshares,
Inc. and subsidiaries as of December 31, 1996, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for the
year ended December 31, 1996, the six months ended December 31, 1995 and the
year ended June 30, 1995, which report appears in the December 31, 1996 Annual
Report on Form 10-K of Community Bankshares, Inc. and in the December 31, 1997
Annual Report on Form 10-K of CFX Corporation and is incorporated by reference
in the Current Report on Form 8-K of Peoples Heritage Financial Group, Inc.
filed on April 22, 1998.
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
February 24, 1999
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Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Peoples Heritage Financial Group, Inc. of our report, dated January
30, 1998, except for Note W as to which the date is February 9, 1998, on the
consolidated balance sheets of CFX Corporation and subsidiaries as of December
31, 1997 and 1996, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997, which report appears in the December 31, 1997
Annual Report on Form 10-K of CFX Corporation and is incorporated by reference
in the Current Report on Form 8-K of Peoples Heritage Financial Group, Inc.
filed on April 22, 1998.
/s/ Wolf & Company, P.C.
Boston, Massachusetts
February 24, 1999
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Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Peoples Heritage Financial Group, Inc. of our report, dated
January 13, 1997, except for Note 20 as to which the date is February 13, 1997,
relating to Portsmouth Bank Shares, Inc. and Subsidiary, included in the
December 31, 1997 Annual Report on Form 10-K of CFX Corporation and incorporated
by reference in the Current Report on Form 8-K of Peoples Heritage Financial
Group, Inc. filed on April 22, 1998.
/s/ Shatswell, MacLeod & Company, P.C.
West Peabody, Massachusetts
February 24, 1999
