SHAWMUT NATIONAL CORP
8-K, 1994-05-13
NATIONAL COMMERCIAL BANKS
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                      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

      Date of Report (Date of earliest event reported): May 5, 1994

                          SHAWMUT NATIONAL CORPORATION
              (Exact Name of Registrant as Specified in Charter)

         Delaware                  1-10102                06-1212629
      (State or Other          (Commission File         (IRS Employer
       Jurisdiction of          Number)                  Identification
       Incorporation)                                    No.)

           777 Main Street, Hartford, Connecticut       06115
           One Federal Street, Boston, Massachusetts    02211
           (Address of Principal Executive Offices)     (Zip Code)

      Registrant's telephone number, including area code: (203) 986-2000
                                                          (617) 292-2000

                                Not Applicable
      (Former Name or Former Address, if Changed Since Last Report)



      ITEM 5.  OTHER EVENTS.

                On May 5, 1994, the Federal Reserve Bank of Boston
      waived jurisdiction over the acquisition by Shawmut
      National Corporation ("Shawmut") of all of the outstanding
      voting shares of Peoples Bancorp of Worcester, Inc.  Following the
      receipt of such waiver, Shawmut scheduled the acquisition to close
      on May 23, 1994.

                A copy of Shawmut's press release announcing the waiver
      by the Federal Reserve System is attached hereto as Exhibit 99 and
      is incorporated herein by reference.

      ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
      EXHIBITS.

                The following exhibit is filed with this Current Report
      on Form 8-K:

           EXHIBIT
           NUMBER              DESCRIPTION

           99             Press Release of Shawmut National Corporation,
                          dated May 9, 1994.


                                  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 hereunto duly authorized.

                               SHAWMUT NATIONAL CORPORATION

                               By: /s/ Joel B. Alvord
                                  Joel B. Alvord
                                  Chairman and Chief
                                    Executive Officer

      Dated:  May 12, 1994


                                 EXHIBIT INDEX

      EXHIBIT
      NUMBER              DESCRIPTION

      99        Press Release of Shawmut National Corporation,
                dated May 9, 1994.





          [Shawmut
           National
           Corporation Logo]

          News media contact:                Investor contact:
          Robert L. Guenther                 Thomas R. Rice
          (203) 240-1267                     (203) 728-4872

                            FOR IMMEDIATE RELEASE

              SHAWMUT NATIONAL SCHEDULED TO COMPLETE ACQUISITION
                  OF PEOPLES BANCORP OF WORCESTER ON MAY 23

          BOSTON, Mass. and HARTFORD, Conn., May 9, 1994 - Shawmut
          National Corporation (NYSE:  SNC) today said that it has
          scheduled its acquisition of Peoples Bancorp of Worcester
          Inc. (NASDAQ:  PEBW) to close on May 23, following
          notification that the Federal Reserve had waived
          jurisdiction over the matter,

          In connection with the acquisition, each outstanding
          share of common stock of Peoples will be exchanged for
          2.444 shares of Shawmut National common stock.  Peoples
          had 3,376,636 common shares outstanding, as of May 6.

          The receipt of a waiver of jurisdiction from the Federal
          Reserve made the Office of the Comptroller of the
          Currency the primary regulator for the transaction.  The
          OCC previously approved Shawmut's application on March
          30.  Peoples shareholders approved the transaction on May
          4.

          Peoples Bancorp has assets of $870 million and 23
          branches of Peoples Savings Bank in central
          Massachusetts.

          With assets of $27 billion, Shawmut National serves
          consumers, businesses, institutions, and government in
          Massachusetts, Connecticut, and Rhode Island through a
          network of about 270 branches and 450 ATM's.

               Headquarters:  Hartford, Connecticut and Boston,
          Massachusetts




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