1 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 June 10, 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) 2 ITEM 5. OTHER EVENTS As previously reported by Peoples Heritage Financial Group, Inc. (the "Company") in its Current Report on Form 8-K, filed on January 4, 1999, the Company completed its acquisition of SIS Bancorp, Inc. ("SIS") on January 1, 1999. The acquisition was accounted for as a pooling of interests for accounting and financial reporting purposes. Included under Item 7 of this Form 8-K is financial information, including restated consolidated financial statements as of December 31, 1998 and 1997 and for the three years ended December 31, 1998, giving retroactive effect to the acquisition of SIS for all periods presented. These consolidated financial statements will become, in all material respects, the historical financial statements of the Company. 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 23 Consent of KPMG LLP Exhibit 27 Financial Data Schedule at December 31, 1998 (electronic filing only) Exhibit 99(a) Financial information as of December 31, 1998 and 1997 and for each of the three years ended December 31, 1998. 2 3 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 Operating Officer, Chief Financial Officer and Treasurer Date: June 10, 1999 3