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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
June 1, 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
As previously reported, on June 2, 1999, Peoples Heritage Financial Group,
Inc. ("PHFG") announced that it and Banknorth Group, Inc. (the "Company") had
entered into an Agreement and Plan of Merger, dated as of June 1, 1999 (the
"Agreement"), which sets forth the terms and conditions pursuant to which the
Company would be merged with and into PHFG (the "Merger") and PHFG would change
its name to "Banknorth Group, Inc." The Agreement provides, among other things,
that as a result of the Merger, each outstanding share of common stock of the
Company (subject to certain exceptions) will be converted into the right to
receive 1.825 shares of PHFG's common stock, plus cash in lieu of any fractional
share interest. Consummation of the Merger is subject to a number of conditions,
including (i) the approval of the Agreement and the Merger by the shareholders
of PHFG and the Company, (ii) the receipt of requisite regulatory approvals,
(iii) receipt by the parties of an opinion of counsel as to certain tax
consequences of the Merger, (iv) receipt by the parties of letters from their
independent public accountants stating their opinion that the Merger shall
qualify for pooling-of-interests accounting treatment and (v) satisfaction of
certain other conditions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit 2.1 Agreement and Plan of Merger, dated as of
June 1, 1999, between PHFG and the Company
Exhibit 10.1 Stock Option Agreement, dated as of June 1,
1999, between PHFG (as grantee) and the
Company (as issuer)
Exhibit 10.2 Stock Option Agreement, dated as of June 1,
1999, between PHFG (as issuer) and the Company
(as grantee)
Exhibit 10.3 Form of letter agreement between affiliates of
the Company and PHFG
Exhibit 10.4 Form of letter agreement between affiliates of
PHFG and PHFG
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Exhibit 99.1 Press Release, dated June 2, 1999(1)
Exhibit 99.2 Analysts Presentation(1)
Exhibit 99.3 Amendment, dated as of June 1, 1999, to the
Rights Agreement, dated as of November 27, 1990
and amended and restated as of September 4, 1998,
between the Company and Registrar and Transfer
Company, as Rights Agent.
Exhibit 99.4 Amendment, dated as of June 1, 1999, to the
Rights Agreement, dated as of September 12, 1989,
between PHFG and American Stock Transfer & Trust
Company, as Rights Agent
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(1) Previously filed.
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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
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Name: Peter J. Verrill
Title: Executive Vice President,
Chief Financial Officer and
Treasurer
Date: June 7, 1999