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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1997
REGISTRATION NO. 333-23991
333-23991-01
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PEOPLES HERITAGE FINANCIAL GROUP, INC. PEOPLES HERITAGE CAPITAL TRUST I
(Exact name of Registrant as specified in its charter) (Exact name of Registrant as specified
in its trust agreement)
MAINE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
6712 6719
(Primary Standard Industrial (Primary Standard Industrial
Classification Code Number) Classification Code Number)
01-0437984 04-6825779
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
ONE PORTLAND SQUARE
PORTLAND, MAINE 04112
(207) 761-8500
(Address, including zip code, and telephone number, including area code, of
Registrants' principal executive offices)
WILLIAM J. RYAN
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
PEOPLES HERITAGE FINANCIAL GROUP, INC.
ONE PORTLAND SQUARE
PORTLAND, MAINE 04112-9540
(207) 761-8500
(Name, address, including zip code, and telephone number, including area code,
of agents for service)
COPIES TO:
GERARD L. HAWKINS, ESQ. MITCHELL KLEINMAN, ESQ.
ELIAS, MATZ, TIERNAN & HERRICK L.L.P. BROWN & WOOD LLP
734 15TH STREET, N.W. ONE WORLD TRADE CENTER
WASHINGTON, D.C. 20005 NEW YORK, NEW YORK 10048
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 719 of the Maine Business Corporation Act ("MBCA") sets forth
certain circumstances under which directors, officers, employees and agents may
be indemnified against liability which they may incur in their capacity as such.
Indemnification may be provided against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred; provided that no indemnification may be provided with respect to any
matter where such person shall have been finally adjudicated (i) not to have
acted honestly or in the reasonable belief that such action was in or not
opposed to the best interests of the corporation or its shareholders, or (ii)
with respect to any criminal action, to have had reasonable cause to believe
such conduct was unlawful. A corporation may not indemnify a person with respect
to any action or matter by or in the right of the corporation as to which that
person is finally adjudicated to be liable to the corporation unless the court
in which the action was brought determines that, in view of all the
circumstances, that person is fairly and reasonably entitled to indemnity for
such amounts as the court deems reasonable. To the extent such person has been
successful on the merits or otherwise in defense of such action, that person
shall be entitled to indemnification. Any indemnification, unless ordered by a
court or required in the corporation's bylaws, shall be made only as authorized
in the specific case upon a determination by the board of directors that
indemnification is proper in the circumstances and in the best interests of the
corporation. Expenses incurred in defending an action may be paid by the
corporation in advance of the final disposition of that action upon a
determination made that the person seeking indemnification satisfied the
standard of conduct required for indemnification and receipt by the corporation
of a written undertaking by or on behalf of such person to repay that amount if
that person is finally adjudicated to not have met such standard or not be
entitled to such indemnification. In addition, Section 719 of the MBCA provides
that a corporation may purchase and maintain insurance on behalf of directors,
officers, employees and agents against liability whether or not the corporation
would have the power to indemnify such person against liability under such
section. See Title 13-A Maine Revised Statutes Annotated Section 719.
Article VI of the Bylaws of the Corporation provides that the directors,
officers, employees and agents of the Corporation shall be indemnified to the
full extent permitted by the MBCA. Such indemnity shall extend to expenses,
including attorney's fees, judgments, fines and amounts paid in the settlement,
prosecution or defense of the foregoing actions. Directors and officers also may
be indemnified pursuant to the terms of various employee benefit plans of the
Corporation. In addition, the Corporation carries a liability insurance policy
for its directors and officers.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NO. DESCRIPTION
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4.1 Indenture of the Corporation relating to the Junior Subordinated Debentures*
4.2 Form of Certificate of New Junior Subordinated Debenture (included as Exhibit A to Exhibit
4.1)*
4.3 Certificate of Trust of Peoples Heritage Capital Trust I*
4.4 Amended and Restated Declaration of Trust of Peoples Heritage Capital Trust I*
4.5 Form of New Capital Security Certificate for Peoples Heritage Capital Trust I*
4.6 Form of New Guarantee of the Corporation relating to the New Capital Securities*
4.7 Registration Rights Agreement*
5.1 Opinion and consent of Elias, Matz, Tiernan & Herrick L.L.P. as to legality of the New Junior
Subordinated Debentures and the New Guarantee to be issued by the Corporation
5.2 Opinion of Richards, Layton & Finger as to legality of the New Capital Securities to be issued
by Peoples Heritage Capital Trust I
8 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to certain federal income tax matters
12.1 Computation of ratio of earnings to fixed charges (excluding interest on deposits)*
12.2 Computation of ratio of earnings to fixed charges (including interest on deposits)*
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in Exhibit 5.1)
23.3 Consent of Richards, Layton & Finger (included in Exhibit 5.2)
24 Power of Attorney of certain officers and directors of the Corporation (located on the signature
page hereto)*
25.1 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
Indenture*
25.2 Form T-1 Statement of Eligibility of The Bank of New York to act as
trustee under the Declaration of Trust of Peoples Heritage Capital
Trust I*
25.3 Form T-1 Statement of Eligibility of The Bank of New York under the
New Guarantee for the benefit of the holders of New Capital
Securities of Peoples Heritage Capital Trust I*
99.1 Form of Letter of Transmittal*
99.2 Form of Notice of Guaranteed Delivery*
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* Previously filed.
ITEM 22. UNDERTAKINGS
Each of the undersigned Registrants hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended, each
filing of a Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Each of the undersigned Registrants hereby also undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
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(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by a Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
each undersigned Registrant pursuant to the provisions, or otherwise, each
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by each undersigned Registrant
of expenses incurred or paid by a director, officer of controlling person of
each Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, each Registrant will, unless in the opinion of its
counsel the matter has been settled by the controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Each of the undersigned Registrants hereby undertakes to respond to
requests for information that is incorporated by reference into the Prospectus
pursuant to Item 4, 10(b), 11 or 13 of this Form within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
Each of the undersigned Registrants hereby undertakes to supply by means
of a post-effective amendment all information concerning a transaction, and the
company being acquired or involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Peoples
Heritage Financial Group, Inc. certifies that it has reasonable grounds that it
meets all of the requirements for filing on Form S-4 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 the 3rd day of April
1997.
PEOPLES HERITAGE FINANCIAL GROUP, INC.
By: /s/ William J. Ryan
-----------------------------------------------
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 of the directors and/or officers of
Peoples Heritage Financial Group, Inc. whose signature appears below hereby
appoints William J. Ryan and Peter J. Verrill, and each of them severally, as
his or her attorney-in-fact to sign in his or her name and behalf, in any and
all capacities stated below and to file with the Securities and Exchange
Commission any and all amendments, including post-effective amendments, to this
Registration Statement on Form S-4, making such changes in the Registration
Statement as appropriate, and generally to do all such things in their behalf in
their capacities as directors and/or officers to enable Peoples Heritage
Financial Group, Inc. to comply with the provisions of the Securities Act of
1933, and all requirements of the Securities and Exchange Commission.
/s/ Robert P. Bahre* Date: April 3, 1997
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Robert P. Bahre
Director
/s/ Everett W. Gray* Date: April 3, 1997
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Everett W. Gray
Director
/s/ Andrew W. Greene* Date: April 3, 1997
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Andrew W. Greene
Director
/s/ Katherine M. Greenleaf* Date: April 3, 1997
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Katherine M. Greenleaf
Director
/s/ Dana S. Levenson* Date: April 3, 1997
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Dana S. Levenson
Director
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/s/ Robert A. Marden, Sr.* Date: April 3, 1997
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Robert A. Marden, Sr.
Vice Chairman
/s/ Malcolm W. Philbrook, Jr.* Date: April 3, 1997
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Malcolm W. Philbrook, Jr.
Director
/s/ Pamela P. Plumb* Date: April 3, 1997
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Pamela P. Plumb
Vice Chairman
/s/ William J. Ryan Date: April 3, 1997
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William J. Ryan
Chairman, President and Chief
Executive Officer
(principal executive officer)
/s/Curtis M. Scribner* Date: April 3, 1997
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Curtis M. Scribner
Director
/s/ Paul R. Shea* Date: April 3, 1997
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Paul R. Shea
Director
/s/ Davis P. Thurber* Date: April 3, 1997
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Davis P. Thurber
Director
/s/ John E. Veasey* Date: April 3, 1997
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John E. Veasey
Director
/s/ Peter J. Verrill* Date: April 3, 1997
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Peter J. Verrill
Executive Vice President, Chief Operating
Officer, Chief Financial Officer and
Treasurer
(principal financial and accounting officer)
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* By William J. Ryan, attorney-in-fact
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Pursuant to the requirements of the Securities Act of 1933, Peoples
Heritage Capital Trust I certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-4 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 the 3rd
day of April 1997.
PEOPLES HERITAGE CAPITAL TRUST I
By: /s/ William J. Ryan
---------------------------------
William J. Ryan
Administrative Trustee
By: /s/ Peter J. Verrill
---------------------------------
Peter J. Verrill
Administrative Trustee
By: /s/ Carol L. Mitchell
---------------------------------
Carol L. Mitchell
Administrative Trustee
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 Indenture of the Corporation relating to the Junior Subordinated Debentures*
4.2 Form of Certificate of New Junior Subordinated Debenture (included as Exhibit A to Exhibit
4.1)*
4.3 Certificate of Trust of Peoples Heritage Capital Trust I*
4.4 Amended and Restated Declaration of Trust of Peoples Heritage Capital Trust I*
4.5 Form of New Capital Security Certificate for Peoples Heritage Capital Trust I*
4.6 Form of New Guarantee of the Corporation relating to the New Capital Securities*
4.7 Registration Rights Agreement*
5.1 Opinion and consent of Elias, Matz, Tiernan & Herrick L.L.P. as to legality of the New Junior
Subordinated Debentures and the New Guarantee to be issued by the Corporation
5.2 Opinion of Richards, Layton & Finger as to legality of the New Capital Securities to be issued
by Peoples Heritage Capital Trust I
8 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to certain federal income tax matters
12.1 Computation of ratio of earnings to fixed charges (excluding interest on deposits)*
12.2 Computation of ratio of earnings to fixed charges (including interest on deposits)*
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in Exhibit 5.1)
23.3 Consent of Richards, Layton & Finger (included in Exhibit 5.2)
24 Power of Attorney of certain officers and directors of the Corporation (located on the signature
page hereto)*
25.1 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
Indenture*
25.2 Form T-1 Statement of Eligibility of The Bank of New York to act as
trustee under the Declaration of Trust of Peoples Heritage Capital
Trust I*
25.3 Form T-1 Statement of Eligibility of The Bank of New York under the
New Guarantee for the benefit of the holders of New Capital
Securities of Peoples Heritage Capital Trust I*
99.1 Form of Letter of Transmittal*
99.2 Form of Notice of Guaranteed Delivery*
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* Previously filed.