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
December 22, 1999
____________________________________________________________________________
(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)
<PAGE>
Item 5. Other Events
Peoples Heritage Financial Group, Inc. ("Peoples") announced that it has
reached agreement with Banknorth Group, Inc. ("Banknorth") to extend the
deadline on completing their proposed merger from April 1, 2000 to May 31,
2000. A copy of the press release, dated December 23, 1999, is included as
Exhibit 99 to this Current Report on Form 8-K, which is incorporated herein
by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Current
Report on Form 8-K:
Exhibit 2 First Amendment, dated as of December 22, 1999,
to Agreement and Plan of Merger, dated as of
June 1, 1999, between Peoples and Banknorth
Exhibit 99 Press release, dated December 23, 1999
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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
___________________________________
Name: Peter J. Verrill
Title: Executive Vice President,
Chief Financial Officer and Treasurer
Date: December 23, 1999
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Exhibit 2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
First Amendment, dated as of December 22, 1999 (the "Amendment"), to the
Agreement and Plan of Merger, dated as of June 1, 1999 (the "Agreement"),
between Peoples Heritage Financial Group, Inc. ("PHFG") and Banknorth Group,
Inc.
WITNESSETH
WHEREAS, pursuant to Section 7.5 of the Agreement, the parties to the
Agreement desire to amend the Agreement;
NOW THEREFORE, in consideration of the premises, the mutual agreements
herein set forth and such other consideration the sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:
1. Amendment.
(a) Section 7.1(c) of the Agreement is hereby amended by deleting the
words "and the time period for appeals and requests for reconsideration has
run,".
(b) Section 7.1(e) of the Agreement is hereby amended by changing the
date set forth therein from April 1, 2000 to May 31, 2000.
(c) The following paragraph is added at the end of Section 7.1 of the
Agreement:
"Peoples Heritage agrees to pay to Banknorth, upon demand, the amount of
$5 million in immediately available funds in the event that Banknorth
terminates the Agreement pursuant to Section 7.1(c) or (e). Such payment
shall be made within two business days of any such demand by Banknorth."
2. Effectiveness. This Amendment shall be deemed effective as of the
date first above written, as if executed on such date. Except as expressly
set forth herein, this Amendment shall not by implication or otherwise alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Agreement, all of which are ratified
and affirmed in all respects and shall continue in full force and effect and
shall be otherwise unaffected.
3. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws the State of Maine applicable to agreements made
and entirely to be performed within such State.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall for all purposes be deemed an original, and
all of which together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in counterparts by their duly authorized officers as of the day and
year first above written.
PEOPLES HERITAGE FINANCIAL
Attest: GROUP, INC.
/s/ Carol L. Mitchell By: /s/ William J. Ryan
_______________________________ ________________________________
Name: Carol L. Mitchell Name: William J. Ryan
Title: Executive Vice President, Title: Chairman, President and
General Counsel and Secretary Chief Executive Officer
BANKNORTH GROUP, INC.
Attest:
/s/ Thomas J. Pruitt By: /s/ William H. Chadwick
________________________________ _______________________________
Name: Thomas J. Pruitt Name: William H. Chadwick
Title: Executive Vice President Title: President and Chief
and Chief Financial Officer Executive Officer
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Exhibit 99
NEWS RELEASE
For Immediate Release
For Further Information, Contact
Brian Arsenault, SVP, Corporate Communications
(207) 761-8517
Peoples Heritage and Banknorth
Announce Extension of Merger Agreement
December 23, 1999 - Peoples Heritage Financial Group, Inc. and Banknorth
Group, Inc. announced today that they have agreed to extend the deadline
on completing their proposed merger from April 1, 2000 to May 31, 2000.
The deadline extension will provide time for the staff of the Federal
Reserve Bank of Boston to collect more information on which to base its
recommendation regarding the proposed acquisition to the Federal Reserve
Board.
In particular, the Federal Reserve staff wishes to conduct a follow-up
evaluation, anticipated to occur in March, of the actions taken by
Peoples Heritage in response to an examination of its risk management
processes completed in September 1999. Areas which will be evaluated
include risk management policies and procedures, staffing adequacy, and
management oversight and reporting. The evaluation does not reflect any
Year 2000 concerns.
In consideration for the extension, Peoples Heritage agreed to pay
Banknorth $5 million in the event that required regulatory approvals are
not obtained or the acquisition is not completed by May 31, 2000, other
than due to a breach of the merger agreement by Banknorth.
William J. Ryan, Chairman, President and Chief Executive Officer of
Peoples Heritage said: "Risk management is an industry-wide area of
emphasis by regulatory authorities, particularly in the case of rapidly
growing companies such as Peoples Heritage. In response to the
examination last September, we have taken every action possible to
ensure the adoption of adequate risk management procedures. We are
confident that regulatory authorities will agree that our risk
management procedures are adequate and will approve our application to
acquire Banknorth.
"We know, and we believe that regulatory officials agree, that our
overall financial position is strong. We have good earnings, excellent
credit quality, and a strong return on equity and efficiency ratio. We
remain convinced that the acquisition will build a stronger company and
is in the best interests of both Peoples Heritage and Banknorth
shareholders and customers."
William H. Chadwick, President and Chief Executive Officer of Banknorth,
said: "I have delayed my retirement to ensure a smooth transition.
Peoples Heritage has a strong balance sheet and capable management. We
will continue to work cooperatively to build a major northeast banking
company to serve our customers and reward our shareholders."
(end)
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