<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 1994
REGISTRATION NO. 33-51943
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
SHAWMUT NATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6712 06-1212629
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
777 MAIN STREET ONE FEDERAL STREET
HARTFORD, CONNECTICUT 06115 BOSTON, MASSACHUSETTS 02211
TEL. (203) 728-2000 TEL. (617) 292-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RAYMOND A. GUENTER, ESQ.
777 MAIN STREET
HARTFORD, CONNECTICUT 06115
TEL. (203) 728-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------
COPY TO:
WILLIAM S. RUBENSTEIN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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If any of the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
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PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, THIS REGISTRATION STATEMENT
ALSO REPRESENTS A POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT NO. 33-
61974.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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EXPLANATORY NOTE: THIS FILING CONSISTS SOLELY OF AN EXHIBIT.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<C> <S>
2(a) --Agreement and Plan of Merger, dated as of March 23, 1993, as amended
by Amendment No. 1 dated as of July 21, 1993 and by Amendment No. 2
dated as of December 20, 1993, by and between Shawmut National
Corporation and New Dartmouth Bank, is included as Annex A to the
Proxy Statement/Prospectus which is part of this Registration
Statement.
3(a) --Restated Certificate of Incorporation, previously filed and
incorporated by reference to Shawmut National Corporation's
Registration Statement on Form S-4 (file no. 33-17765) filed October
7, 1987.
3(b) --By-laws, as amended, previously filed and incorporated by reference
to Shawmut National Corporation's Registration Statement on Form S-4
(file no. 33-17765) filed October 7, 1987.
3(c) --By-laws, as amended, previously filed and incorporated by reference
to Shawmut National Corporation's Quarterly Report on Form 10-Q filed
November 12, 1993.
4(a) --Shareholder Rights Plan, previously filed and incorporated by
reference to Shawmut National Corporation's Registration Statement on
Form 8-A (file no. 1-10102) filed March 7, 1989.
4(b) --Designation of Adjustable Rate Preferred Stock, previously filed and
incorporated by reference to Shawmut National Corporation's
Registration Statement on Form S-4 (file no. 33-17765) filed October
7, 1987.
4(c) --Designation of 9.30% Cumulative Preferred Stock, previously filed
and incorporated by reference to Shawmut National Corporation's
Current Report on Form 8-K dated October 27, 1992.
4(d) --Certificate of Correction of Certificate of Designation of 9.30%
Cumulative Preferred Stock, previously filed and incorporated by
reference to Exhibit No. 4 to Shawmut National Corporation's
Quarterly Report on Form 10-Q for the period ended September 30,
1992.
4(e) --Amended Certificate of Designation of the 9.30% Cumulative Preferred
Stock, previously filed and incorporated by reference to Shawmut
National Corporation's Annual Report on Form 10-K for the year ended
December 31, 1992.
5 --Opinion of Skadden, Arps, Slate, Meagher & Flom.*
8 --Opinion of Price Waterhouse, Boston, Massachusetts.*
10(a) --Stock Option Agreement, dated as of March 23, 1993, by and between
New Dartmouth Bank and Shawmut National Corporation, is included as
Annex B to the Proxy Statement/Prospectus which is part of this
Registration Statement.
10(b) --Voting Agreement, dated as of March 23, 1993, as amended as of
December 20, 1993, by and among Shawmut National Corporation and
certain stockholders of New Dartmouth, is included as Annex D to the
Proxy Statement/Prospectus which is part of this Registration
Statement.
23(a) --Consent of Price Waterhouse, Hartford, Connecticut.*
23(b) --Consent of Price Waterhouse, Boston, Massachusetts.*
23(c) --Consent of Ernst & Young, Worcester, Massachusetts.*
23(d) --Consent of Ernst & Young, Hartford, Connecticut.*
23(e) --Consent of Goldman, Sachs & Co.
23(f) --Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit
5).
23(g) --Consent of Price Waterhouse, Boston, Massachusetts (included in
Exhibit 8).
24 --Powers of Attorney.*
99 --Opinion of Goldman, Sachs & Co. is included as Annex C to the Proxy
Statement/Prospectus which is part of this Registration Statement.
</TABLE>
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* Previously filed.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-4 AND HAS DULY CAUSED THIS AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF HARTFORD, STATE OF CONNECTICUT, ON
FEBRUARY 4, 1994.
Shawmut National Corporation
*
By:
---------------------------------
JOEL B. ALVORD
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1993, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED ON FEBRUARY 4, 1994.
<TABLE>
<CAPTION>
SIGNATURES TITLE
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<S> <C>
* Chairman, Chief Executive Officer,
- ------------------------------------- and Director (Principal Executive
JOEL B. ALVORD Officer)
* President, Chief Operating Officer
- ------------------------------------- and Director
GUNNAR S. OVERSTROM, JR.
* Chief Financial Officer (Principal
- ------------------------------------- Financial Officer and Principal
BHARAT BHATT Accounting Officer)
* Director
- -------------------------------------
STILLMAN B. BROWN
* Director
- -------------------------------------
JOHN T. COLLINS
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE
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<S> <C>
* Director
- -------------------------------------
FERDINAND COLLOREDO-MANSFELD
Director
- -------------------------------------
BERNARD M. FOX
Director
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HERBERT W. JARVIS
* Director
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ROBERT J. MATURA
Director
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MAURICE SEGALL
* Director
- -------------------------------------
LOIS D. RICE
Director
- -------------------------------------
PAUL R. TREGURTHA
* Director
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WILSON WILDE
*By: /s/ Raymond A. Guenter
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RAYMOND A. GUENTER
ATTORNEY-IN-FACT
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS PAGE
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<S> <C> <C>
2(a) --Agreement and Plan of Merger, dated as of March 23, 1993, as
amended by Amendment No. 1 dated as of July 21, 1993 and by
Amendment No. 2 dated as of December 20, 1993, by and between
Shawmut National Corporation and New Dartmouth Bank, is includ-
ed as Annex A to the Proxy Statement/Prospectus which is part
of this Registration Statement.
3(a) --Restated Certificate of Incorporation, previously filed and
incorporated by reference to Shawmut National Corporation's
Registration Statement on Form S-4 (file no. 33-17765) filed
October 7, 1987.
3(b) --By-laws, as amended, previously filed and incorporated by
reference to Shawmut National Corporation's Registration
Statement on Form S-4 (file no. 33-17765) filed October 7,
1987.
3(c) --By-laws, as amended, previously filed and incorporated by
reference to Shawmut National Corporation's Quarterly Report
on Form 10-Q filed November 13, 1993.
4(a) --Shareholder Rights Plan, previously filed and incorporated by
reference to Shawmut National Corporation's Registration State-
ment on Form 8-A (file no. 1-10102) filed March 7, 1989.
4(b) --Designation of Adjustable Rate Preferred Stock, previously
filed and incorporated by reference to Shawmut National
Corporation's Registration Statement on Form S-4 (file no. 33-
17765) filed October 7, 1987.
4(c) --Designation of 9.30% Cumulative Preferred Stock, previously
filed and incorporated by reference to Shawmut National
Corporation's Current Report on Form 8-K dated October 27,
1992.
4(d) --Certificate of Correction of Certificate of Designation of
9.30% Cumulative Preferred Stock, previously filed and incor-
porated by reference to Exhibit No. 4 to Shawmut National
Corporation's Quarterly Report on Form 10-Q for the period ended
September 30, 1992.
4(e) --Amended Certificate of Designation of the 9.30% Cumulative
Preferred Stock, previously filed and incorporated by
reference to Shawmut National Corporation's Annual Report on Form
10-K for the year ended December 31, 1992.
5 --Opinion of Skadden, Arps, Slate, Meagher & Flom.*
8 --Opinion of Price Waterhouse, Boston, Massachusetts.*
10(a) --Stock Option Agreement, dated as of March 23, 1993, by and
between New Dartmouth Bank and Shawmut National Corporation,
is included as Annex E to the Proxy Statement/Prospectus which
is part of this Registration Statement.
10(b) --Voting Agreement, dated as of March 23, 1993, as amended as of
December 20, 1993, by and among Shawmut National Corporation
and certain stockholders of New Dartmouth, is included as
Annex D to the Proxy Statement/Prospectus which is part of this
Registration Statement.
23(a) --Consent of Price Waterhouse, Hartford, Connecticut.*
23(b) --Consent of Price Waterhouse, Boston, Massachusetts.*
23(c) --Consent of Ernst & Young, Worcester, Massachusetts.*
23(d) --Consent of Ernst & Young, Hartford, Connecticut.*
23(e) --Consent of Goldman, Sachs & Co.
23(f) --Consent of Skadden, Arps, Slate, Meagher & Flom (included in
Exhibit 5).
23(g) --Consent of Price Waterhouse, Boston, Massachusetts (included
in Exhibit 8).
24 --Powers of Attorney.*
99 --Opinion of Goldman, Sachs & Co. is included as Annex C to the Proxy
Statement/Prospectus which is part of this Registration Statement.
</TABLE>
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* Previously filed.
<PAGE>
EX 23(e)
CONFIDENTIAL
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February 4, 1994
Board of Directors
New Dartmouth Bank
1155 Elm Street
Manchester, NH 03101
Gentlemen and Madame:
Reference is made to our opinion letter, dated February 4, 1994, with respect to
the fairness to the holders of the outstanding shares of Common Stock, par value
$0.01 per share (the "Shares"), of New Dartmouth Bank (the "Company") of the
Consideration (as defined below) to be received for each Share in the proposed
merger (the "Merger") of the Company with a wholly owned subsidiary ("Merger
Sub") of Shawmut National Corporation ("Shawmut") pursuant to the Agreement and
Plan of Merger dated as of March 23, 1993 between Shawmut and the Company as
amended as of July 21, 1993 and December 20, 1993 (the "Agreement"). Pursuant to
the Agreement, each Share will be converted into a number of shares of Shawmut
common stock, par value $0.01 per share (the "Shawmut Common Stock"), determined
by dividing the sum of $310.95 plus 177.0% of New Dartmouth's Adjusted Earnings
(as defined in the Agreement) per fully diluted share from October 1, 1993 to
the Closing Date (as defined in the Agreement) by the Average Closing Price (as
defined in the Agreement) of Shawmut Common Stock subject, unless waived, to a
maximum and minimum number of shares of Shawmut Common Stock per share and
other price-related provisions, as set forth in the Agreement (the
"Consideration").
The foregoing opinion letter is solely for the information and assistance of the
Board of the Company in connection with its consideration of the transaction
contemplated therein and is not to be used, circulated, quoted or otherwise
referred to for any other purpose, nor is it to be filed with, included in or
referred to in whole or in part in any registration statement, proxy statement
or any other document, except in accordance with our prior written consent.
In that regard, we hereby consent to the reference to the opinion of our Firm
under the captions "SUMMARY - Merger - Recommendation of the Board of Directors
of New Dartmouth; Reasons for the Merger," "SUMMARY - Opinion of New Dartmouth's
Financial Advisor," "THE MERGER - Recommendation of New Dartmouth Board;
Reasons for the Merger," and "THE MERGER - Opinion of New Dartmouth's Financial
Advisor," and to the inclusion of the foregoing opinion as Appendix C in the
Proxy Statement/Prospectus forming part of the Registration Statement on Form
S-4 relating to the merger. In giving such consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
GOLDMAN, SACHS & CO.
