1
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
May 30, 1996
- - --------------------------------------------------------------------------------
(Date of earliest event reported)
Family Bancorp
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 00017252 04-2987118
- - -----------------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
P.O. Box 431, 153 Merrimack Street, Haverhill, Massachusetts 04112-9540
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(508) 374-1911
- - --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- - --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Exhibit Index appears on page 5.
2
ITEM 5. OTHER EVENTS
------------
Following the close of business on May 30, 1996, Peoples Heritage
Financial Group, Inc. ("Peoples Heritage"), a Maine corporation, Peoples
Heritage Merger Corp. ("PHMC"), a Maine corporation and a wholly-owned
subsidiary of Peoples Heritage, and Family Bancorp ("Family"), a Massachusetts
corporation, entered into an Agreement and Plan of Merger (the "Agreement")
which sets forth the terms and conditions under which Family will merge with and
into PHMC (the "Merger").
The Agreement provides that upon consummation of the Merger, each
outstanding share of common stock of Family (other than (i) any dissenting
shares under Massachusetts law and (ii) any shares held by Peoples Heritage
other than in a fiduciary capacity or in satisfaction of a debt previously
contracted) shall, by virtue of the Merger and without any action on the part of
the holder thereof, be converted into the right to receive 1.26 shares of common
stock of Peoples Heritage.
The transaction will be accounted for under the purchase method of
accounting. Subject to market conditions, Peoples Heritage intends to repurchase
on the open market approximately half, or about 2.6 million shares, of the
shares to be issued in the acquisition.
Concurrently with the execution and delivery of the Agreement, (i)
Family entered into a Stock Option Agreement with Peoples Heritage (the "Family
Stock Option Agreement") whereby Family granted to Peoples Heritage an option to
purchase up to 832,000 shares of Family common stock, representing 19.9% of the
outstanding shares of Family common stock, at a price of $20.50 per share, which
is exercisable only upon the occurrence of certain events, and (ii) Peoples
Heritage entered into a Stock Option Agreement with Family (together with the
Family Stock Option Agreement, the "Stock Option Agreements") whereby Peoples
Heritage granted to Family an option to purchase up to 1,500,000 shares of
Peoples Heritage common stock, representing 6.0% of the outstanding shares of
Peoples Heritage common stock, at a price of $19.75 per share, which also is
exercisable only upon the occurrence of certain events. Each of the Stock Option
Agreements provide the grantee (i) with the right, in certain circumstances, to
require the issuer to repurchase the option and any shares acquired by exercise
of the option and (ii) with the right to require the issuer to register the
common stock acquired by or issuable upon exercise of the option under the
Securities Act of 1933, as amended.
Concurrently with the execution and delivery of the Agreement, Peoples
Heritage entered into a Stockholder Agreement with certain stockholders of
Family, pursuant to which, among other things, such stockholders agreed to vote
their shares of Family common stock (which, exclusive of stock options,
currently amount to approximately 7.4% of the shares of such stock outstanding)
in favor of the Merger.
2
3
Consummation of the Merger is subject to the approval of the
shareholders of Peoples Heritage and Family and the receipt of all required
regulatory approvals, as well as other customary conditions.
The Agreement, the Stock Option Agreements, the Stockholder Agreement
and the press release issued by Peoples Heritage and Family on May 31, 1996
regarding the Merger are attached as exhibits to this report and are
incorporated herein by reference. The foregoing summaries of the Agreement, the
Stock Option Agreements and the Stockholder Agreement do not purport to be
complete and are qualified in their entirety by reference to such agreements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
------------------------------------------------------------------
The following exhibits are filed with this report:
Exhibit Number Description
- - -------------- -----------
2 Agreement and Plan of Merger, dated as
of May 30, 1996, among Peoples Heritage,
PHMC and Family
10(a) Stock Option Agreement, dated as of May
30, 1996, between Peoples Heritage (as
grantee) and Family (as issuer)
10(b) Stock Option Agreement, dated as of May
30, 1996, between Peoples Heritage (as
issuer) and Family (as grantee)
10(c) Stockholder Agreement, dated as of May
30, 1996, among Peoples Heritage and
certain stockholders of Family
20 Press Release issued on May 31, 1996
with respect to the Agreement
3
4
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.
FAMILY BANCORP
Date: June 6, 1996 By: /s/ David D. Hindle
-------------------------------------
David D. Hindle
President and Chief Executive Officer
4
5
EXHIBIT INDEX
Exhibit Number Description
- - -------------- -----------
2 Agreement and Plan of Merger, dated as of
May 30, 1996, among Peoples Heritage, PHMC
and Family
10(a) Stock Option Agreement, dated as of May
30, 1996, between Peoples Heritage (as
grantee) and Family (as issuer)
10(b) Stock Option Agreement, dated as of May
30, 1996, between Peoples Heritage (as
issuer) and Family (as grantee)
10(c) Stockholder Agreement, dated as of May 30,
1996, among Peoples Heritage and certain
stockholders of Family
20 Press Release issued on May 31, 1996 with
respect to the Agreement
5