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UNITED STATES
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
July 27, 1999
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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 July 27, 1999, the Registrant and American Stock Transfer & Trust
Company, as Rights Agent, amended and restated the Rights Agreement, dated as of
September 12, 1989, entered into by the Company and a predecessor Rights Agent.
Set forth below is a description of the Amended and Restated Rights Agreement.
On September 12, 1989, the Board of Directors of Peoples Heritage
Financial Group, Inc. (the "Company") declared a dividend of one preferred share
purchase right (as amended, a "Right") for each outstanding share of common
stock, par value $0.01 per share, of the Company (the "Common Shares") to
stockholders of record at the close of business on September 25, 1989 (the
"Record Date"), with such rights to expire on September 25, 1999. On July 27,
1999, the Board of Directors of the Company extended the expiration date of the
Rights and adopted certain amendments to the terms of the Rights. The
description and terms of the Rights, as amended, are set forth in an Amended and
Restated Rights Agreement (the "Rights Agreement") between the Company and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").
Purchase Price
Except as set forth below, each Right, when exercisable, entitles the
registered holder to purchase from the Company one one-hundredth of a share of
Series A Junior Participating Preferred Stock of the Company, par value $0.01
per share (the "Preferred Shares"), at a price of $80 per one one-hundredth of a
Preferred Share (the "Purchase Price"), subject to adjustment.
Flip-In
In the event that any person or group of affiliated or associated
persons acquires beneficial ownership of 15% or more of the outstanding Common
Shares (an "Acquiring Person"), each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be null and
void), will thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price of the
Right.
Flip-Over
If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, each holder of a Right
(other than Rights beneficially owned by an Acquiring Person, which will be null
and void) will thereafter have the right to receive that number of shares of
common stock of the acquiring company which at the time of such transaction will
have a market value of two times the exercise price of the Right.
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Distribution Date
The Distribution Date is the earlier of
(i) 10 days following a public announcement that a person
or group of affiliated or associated persons have acquired beneficial ownership
of 15% or more of the outstanding Common Shares; or
(ii) 10 business days (or such later date as may be
determined by action of the Board of Directors of the Company prior to such time
as any person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common Shares.
Transfer and Detachment
Until the Distribution Date, the Rights will be transferred with and
only with the Common Shares. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Share certificates issued after the
Record Date upon transfer or new issuance of Common Shares will contain a
notation incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates for Common Shares outstanding as of the Record
Date, even without such notation, also will constitute the transfer of Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and such
separate Rights Certificates alone will thereafter evidence the Rights.
Exercisability
The Rights are not exercisable until the Distribution Date. The Rights
will expire on September 25, 2009 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
Adjustments
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
customary adjustments from time to time to prevent dilution in the event of
certain changes in the Preferred Shares or Common Shares or distributions on
such shares. With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one
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one-hundredth of a Preferred Share, which may, at the election of the Company,
be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash
will be made, as provided in the Rights Agreement.
Preferred Shares
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share. These rights are protected by customary
antidilution provisions.
The value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should, because of the nature of the
Preferred Shares' dividend, liquidation and voting rights, approximate the value
of one Common Share.
Exchange
At any time after any person or group becomes an Acquiring Person, and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by the Acquiring Person, which will have
become null and void), in whole or in part, at an exchange ratio of one Common
Share, or one one-hundredth of a Preferred Share, per Right (subject to
adjustment).
Redemption
At any time prior to any person or group becoming an Acquiring Person,
the Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $0.0l per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
Amendments
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the
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outstanding Common Shares then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons and (ii) 10%, except
that from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
Rights and Holders
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Anti-takeover Effects
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to
any offer conditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Rights may be redeemed by the
Company at the Redemption Price prior to the time that a person or group has
acquired beneficial ownership of 15% or more of the Common Shares.
Further Information
A copy of the Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights and the press release announcing amendment of
the Rights are attached hereto as Exhibits 4.1 and 99.1, respectively, and are
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to the Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description
4.1* Amended and Restated Rights Agreement, dated as of
September 12, 1989 and amended and restated as of
July 27, 1999, between the Company and American Stock
Transfer & Trust Company, as Rights Agent, which
includes the form of Amended and Restated Statement
of Resolution setting forth the terms of the Series A
Junior Participating Preferred Stock, par value $0.01
per share, as Exhibit A, Right Certificate as Exhibit
B and the Summary of Rights to Purchase Preferred
Shares as Exhibit C.
99.1* Press release, dated July 28, 1999, issued by the
Company to announce adoption of the Amended and
Restated Rights Agreement.
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* Incorporated by reference to Amendment No. 1 to the Form 8-A filed by
the Company on July 28, 1999.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed 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 and
Chief Financial Officer
Dated: July 28, 1999
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