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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BANKNORTH GROUP, INC. (FORMERLY PEOPLES HERITAGE FINANCIAL GROUP, INC.)
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(Exact name of registrant as specified in its charter)
MAINE 01-0437984
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
P.O. BOX 9540, ONE PORTLAND SQUARE, PORTLAND, MAINE 04112-9540
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [x ]
Securities Act registration statement file number to which this form relates:
Not applicable.
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Not applicable. Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
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Amendment No. 2 to Form 8-A
FILED ON SEPTEMBER 13, 1989
The undersigned registrant hereby amends Item 1 of its Registration of
Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934, as amended, on Form 8-A, filed on September 13, 1989 and
amended on July 27, 1999 (the "Form 8-A"), as set forth below.
Item 1. Description of Securities to be Registered.
On September 12, 1989, the Board of Directors of Banknorth Group, Inc. (the
"Company"), formerly Peoples Heritage Financial Group, Inc., 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, and on July 25, 2000 the Board of Directors of the Company adopted
certain amendments to the Rights to reflect the change in the name of the
Company and the consummation of its acquisition of Banknorth Group, Inc. 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 AcquiringPerson, each holder of a Right
(other than Rights beneficially owned by an Acquiring
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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.
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
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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
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
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described above to not less than the greater of (i) the sum of .001% and the
largest percentage of the 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 is attached hereto as Exhibit 4.1 and is
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to the Rights Agreement.
Item 2. Exhibits.
Exhibit No. Description
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4.1 Amended and Restated Rights Agreement, dated as of
September 12, 1989 and amended and restated as of
July 27, 1999 and as of July 25, 2000, 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.
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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 registration statement to be signed
by the undersigned, thereunto duly authorized.
BANKNORTH GROUP, INC.
By: /s/ William J. Ryan
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Name: William J. Ryan
Title: Chairman, President and Chief
Executive Officer
Dated: July 25, 2000
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BANKNORTH GROUP, INC.
Amendment No. 2
to
Registration Statement on Form 8-A
Exhibit Index
EXHIBIT
NO. DESCRIPTION
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4.1 Amended and Restated Rights Agreement, dated as of September
12, 1989 and amended and restated as of July 27, 1999 and as
of July 25, 2000, between the Company and American Stock
Transfer & Trust Company, as Rights Agent, which includes the
form of the 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.
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