<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SHAWMUT NATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
06-1212629
DELAWARE (I.R.S. EMPLOYER
(STATE OR OTHER JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
ONE FEDERAL STREET
777 MAIN STREET BOSTON, MASSACHUSETTS 02211
HARTFORD, CONNECTICUT 06115 TEL. (617) 292-2000
TEL. (203) 986-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
J. MICHAEL SHEPHERD, ESQ.
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02211
TEL. (617) 292-2000
FAX (617) 556-8004
(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
TEL. (212) 735-3000
FAX (212) 735-2001
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AGGREGATE AGGREGATE AMOUNT OF
AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SHARES TO BE REGISTERED REGISTERED PER UNIT PRICE(1) FEE
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,329,115 $22.11 $29,386,732.65 $10,133.43
$.01................... shares(2)
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Solely for purposes of calculating the registration fee pursuant to Rule
457(g). Warrants (the "Warrants") exercisable for Common Stock registered
pursuant to this Registration Statement entitle the holder to purchase
shares of Common Stock at an exercise price of $22.11 per share.
(2) Pursuant to Rule 416, any shares of Common Stock issued under the
antidilution provisions of the Warrants are deemed to be registered
herewith.
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 THIS 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 SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THESE +
+SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE +
+TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. A REGISTRATION STATEMENT +
+RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE +
+COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THIS REGISTRATION STATEMENT +
+SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY +
+NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH +
+OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR +
+QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, dated November 28, 1994
PROSPECTUS
SHAWMUT NATIONAL CORPORATION
1,329,115 SHARES OF
COMMON STOCK
-----------
Shawmut National Corporation ("SNC" or the "Company") has filed a
Registration Statement with the Securities and Exchange Commission relating to
1,329,115 shares of Common Stock, par value $.01 per share (the "Common
Stock"), issuable upon the exercise of warrants (the "Warrants") which were
issued on January 18, 1994 pursuant to a warrant agreement, dated as of January
7, 1994 (the "Warrant Agreement"), between SNC and Chemical Bank (the "Warrant
Agent"). Each Warrant entitles the holder thereof to purchase one share of
Common Stock at an Exercise Price of $22.11 per Warrant, subject to adjustment
(the "Exercise Price"), commencing at the opening of business on January 18,
1995 until 5:00 p.m. New York time on January 18, 1996 (the "Expiration Date").
The Exercise Price and/or securities issuable upon exercise are subject to
adjustment as set forth in the Warrant Agreement. The Warrants to purchase
shares of Common Stock were issued by SNC in settlement of certain litigation
pursuant to a United States federal district court approved Stipulation of
Compromise and Settlement, dated July 31, 1992 (the "Stipulation"). See
"Description of Warrants and Plan of Distribution."
The Common Stock is listed on the New York Stock Exchange (Symbol: SNC), on
which the last reported sales price on November 25, 1994 was $18 1/8 per share.
The Warrants are also listed on the New York Stock Exchange (Symbol: SNCWS), on
which the last reported sales price on November 25, 1994 was $2 7/8 per
Warrant.
Subject to the terms of the Warrant Agreement, a Warrant may be exercised
upon surrender of the Warrant Certificate evidencing such Warrant (the "Warrant
Certificate") to Chemical Bank, as Warrant Agent, with the subscription form on
the reverse of such certificate duly executed and the signatures thereon
guaranteed, accompanied by payment of the Exercise Price by certified or
official bank check made payable to the Warrant Agent for the account of the
Company as follows:
By mail: By hand:
CHEMICAL BANK CHEMICAL BANK
Reorganization Department 55 Water Street
P.O. Box 1916 2nd Floor, Room 234
GPO Station New York, NY 10041
New York, NY 10116-1916
No fractional shares of Common Stock, cash or other consideration in lieu
thereof, will be issued. In the case of the exercise of less than all the
Warrants represented by a Warrant Certificate, SNC will execute, and the
Warrant Agent will authenticate, a new Warrant Certificate for the balance of
such Warrants. See "Description of Warrants and Plan of Distribution."
No underwriting discounts or commissions will be payable in connection with
the exercise of the Warrants. Assuming all of the Warrants are exercised by the
holders thereof at an Exercise Price of $22.11 per Warrant, the proceeds to the
Company would be $29,386,732.65 (before deducting expenses payable by the
Company estimated to be $115,000.00). No assurance can be given by the Company,
however, as to how many Warrants, if any, will be exercised.
THE COMMON STOCK WILL BE ISSUED BY A BANK HOLDING COMPANY AND WILL NOT BE
OBLIGATIONS OF A BANK AND WILL NOT BE INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER FEDERAL OR STATE AGENCY.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
, 1994
<PAGE>
NORTH CAROLINA
THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT APPROVED
OR DISAPPROVED THIS OFFERING NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.
----------------
AVAILABLE INFORMATION
Shawmut National Corporation is subject to the informational requirements of
this Securities Exchange Act of 1934, as amended (the "1934 Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade Center, New York, New
York 10048; and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and copies of such materials can be obtained
from the Public Reference Section of the Commission at prescribed rates.
Reports, proxy and other information statements concerning the Company can also
be inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005. The Company's Common Stock, Depositary Shares
representing its 9.30% Cumulative Preferred Stock and the Warrants are listed
on the New York Stock Exchange.
The Company has filed a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with the Commission with respect to the Common Stock issuable upon
exercise of the Warrants being offered pursuant to this Prospectus. As
permitted by the rules and regulations of the Commission, this Prospectus omits
certain of the information contained in the Registration Statement. For further
information with respect to the Company and the Common Stock issuable upon
exercise of the Warrants being offered pursuant to this Prospectus, reference
is hereby made to such Registration Statement, including the exhibits filed as
part thereof. Statements contained in this Prospectus concerning the provisions
of certain documents filed with, or incorporated by reference in, the
Registration Statement are not necessarily complete, each such statement being
qualified in all respects by such reference. Copies of all or any part of the
Registration Statement, including the documents incorporated by reference
therein or exhibits thereto, may be obtained upon payment of the prescribed
rates at the offices of the Commission set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;
(ii) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994;
(iii) The Company's Current Reports on Form 8-K dated February 28, 1994,
March 1, 1994, March 7, 1994, March 28, 1994, April 19, 1994, April 28,
1994, May 5, 1994, June 13, 1994, July 20, 1994, August 2, 1994 and August
12, 1994; and
(iv) The descriptions of the Common Stock set forth in the Company's
filings pursuant to Section 12 of the 1934 Act and any amendment or report
filed for the purpose of updating those descriptions.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Common Stock issuable upon
exercise of the Warrants shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which is also deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Any person receiving a copy of this Prospectus, including any beneficial
owner, may obtain without charge, upon oral or written request, a copy of any
or all documents incorporated by reference into this Prospectus (other than
exhibits to such documents which are not specifically incorporated by reference
in such documents). Any such request should be directed to the Company at 777
Main Street, MSN 335 Hartford, Connecticut 06115, Attention: Shareholder
Relations, telephone number (203) 986-2028.
2
<PAGE>
THE COMPANY
SNC is a multibank holding company and a unitary savings and loan holding
company, registered under the Bank Holding Company Act of 1956, as amended, and
the Home Owners' Loan Act of 1933, as amended. It was organized under the laws
of the State of Delaware in October 1987 and became a bank holding company on
February 29, 1988 through the consummation of a plan of reorganization between
Hartford National Corporation ("HNC") and Shawmut Corporation ("SC") pursuant
to which both HNC and SC became wholly owned subsidiaries of SNC. SNC maintains
dual headquarters in the States of Connecticut and Massachusetts. The principal
executive offices of the Company are located at 777 Main Street, Hartford,
Connecticut 06115 and One Federal Street, Boston, Massachusetts 02211. Its
telephone numbers in Connecticut and Massachusetts are (203) 986-2000 and (617)
292-2000, respectively.
The principal business of SNC is to provide, through its bank subsidiaries,
comprehensive corporate, commercial, correspondent and individual banking
services, and personal and corporate trust services, through its network of
more than 300 branches located throughout Connecticut, Massachusetts, New
Hampshire and Rhode Island. SNC's principal banking subsidiaries are Shawmut
Bank Connecticut, National Association, Hartford, Connecticut and Shawmut Bank,
National Association, Boston, Massachusetts. SNC's thrift subsidiary is Shawmut
Bank, FSB.
At September 30, 1994, SNC had assets of $31.4 billion, deposits of $19.5
billion, loans of $17.7 billion and stockholders' equity of $2.1 billion.
USE OF PROCEEDS
The Company intends to use the net proceeds, if any, from the sale of the
Common Stock issued upon exercise of the Warrants for general corporate
purposes, including investments in marketable securities, investments in and
advances to the Company's subsidiaries, refinancing existing debt, and
financing possible future acquisitions, including acquisitions of banking
assets, assumptions of deposit liabilities and acquisitions involving financial
institutions offered for sale by regulatory agencies. No assurance can be given
by the Company, however, as to how many Warrants, if any, will be exercised.
DETERMINATION OF OFFERING PRICE
The Exercise Price of the Warrants of $22.11 per share of Common Stock was
determined by negotiation between the Company and counsel for the plaintiffs as
part of the terms of the Settlement Agreement. See "Description of Warrants and
Plan of Distribution."
DESCRIPTION OF COMMON STOCK
General. The authorized capital stock of the Company consists of 300,000,000
shares of Common Stock. As of September 30, 1994, there were issued 119,589,597
shares of Common Stock (including 8,398 shares of Common Stock held in the
Company's treasury).
As of September 30, 1994, 5,845,986 shares of Common Stock were reserved for
issuance upon the exercise of outstanding stock options under various employee
incentive and purchase plans, 2,659,356 shares of Common Stock were reserved
for issuance pursuant to the Company's dividend reinvestment and stock purchase
plans and an aggregate of 8,023,915 shares of Common Stock were reserved for
issuance upon consummation of certain acquisitions. In connection with the
settlement of certain litigation, the Company entered into the Warrant
Agreement which provides for the issuance of up to 1,329,115 shares of Common
Stock pursuant to the terms and conditions contained therein.
3
<PAGE>
The following description contains a summary of all of the material features
of the Common Stock but does not purport to be complete and is subject in all
respects to the applicable provisions of the Delaware General Corporation Law
and is qualified in its entirety by reference to the Restated Certificate of
Incorporation of the Company, as amended (the "Certificate"), and the terms of
the Rights Agreement (the "Rights Agreement"), dated as of February 28, 1989,
described below. A copy of each of the Certificate and the Rights Agreement is
incorporated in this Prospectus by reference.
Common Stock. The holders of Common Stock are entitled to dividends when and
as declared by the Company's Board of Directors out of funds legally available
therefor. Each series of the Company's preferred stock has preference over the
Common Stock with respect to the payment of dividends. The Company is also
subject to certain regulatory restrictions on the payment of dividends.
The holders of Common Stock are entitled to one vote for each share held on
all matters as to which stockholders are entitled to vote. The Common Stock is
the only security of the Company entitled to vote for directors, unless and
until the Company is in default on the equivalent of six quarterly dividends
payable on any series of preferred stock.
Except as otherwise provided in the resolution providing for the issue of any
series of preferred stock, in the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, after payment
shall have been made to the holders of all series of preferred stock of the
full preferential amounts to which such holders are entitled, the holders of
shares of Common Stock shall be entitled, to the exclusion of the holders of
preferred stock, to share, ratably according to the number of shares of Common
Stock held by them, in all remaining assets of the Company available for
distribution to its stockholders.
Certain business combinations involving the Company and any beneficial owner
of 10 percent or more of the outstanding voting stock of the Company, any
affiliate of the Company or any affiliate of such owner must be approved by the
holders of 80 percent of the outstanding voting stock, unless approved by a
majority of continuing directors or certain minimum price and procedural
requirements are met. These provisions may have the effect of delaying,
deferring or preventing a change of control of the Company.
Holders of Common Stock are not entitled to cumulative voting rights, or any
preemptive, preferential or subscription rights with respect to any securities
of the Company, except as described below under "Rights Plan." Outstanding
shares of Common Stock are fully paid and nonassessable.
Chemical Bank is the transfer agent, registrar and dividend disbursement
agent for Common Stock.
Rights Plan. On February 28, 1989, the Board of Directors of the Company
declared a dividend distribution of one right (a "Right") for each outstanding
share of Common Stock to stockholders of record at the close of business on
March 13, 1989. Subsequent to that date and prior to the occurrence of a
Distribution Date (described below), Rights shall be deemed to be delivered
with each share of Common Stock issued by the Company, including in connection
with the issuance of any shares of Common Stock hereunder. Each Right entitles
the registered holder to purchase from the Company a unit consisting of one
one-hundredth of a share (a "Unit") of Series A Preferred, at a Purchase Price
of $100 per Unit, subject to adjustment. The description and terms of the
Rights are summarized below and are set forth in the Rights Agreement between
the Company and Manufacturers Hanover Trust Company, as Rights Agent.
At the present time, the Rights are attached to all Common Stock certificates
representing outstanding shares, and no separate Rights Certificates will be
distributed. The Rights will separate from the Common Stock and a Distribution
Date will occur upon the earliest of (i) 10 business days following a public
announcement that a person or group or affiliated of associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 20 percent or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date"), (ii) 10 business days (or such later date as may be
determined by the Board of Directors of the Company) following the commencement
of a tender offer or
4
<PAGE>
exchange offer that would result in a person or group beneficially owning 20
percent or more of such outstanding shares of Common Stock and (iii) 10
business days following the determination by the Board of Directors of the
Company upon a determination of at least a majority of the unaffiliated
"Continuing Directors" who are not officers of the Company, that, with respect
to any person who has, alone or together with his affiliates or associates,
become the beneficial owner of 10 percent or more of the shares of Common Stock
outstanding (a) such beneficial ownership by such person is intended to cause
the Company to repurchase the Common Stock beneficially owned by such person or
to cause pressure on the Company to take action or enter into a transaction or
series of transactions intended to provide such person with short-term
financial gain under circumstances where such Directors determine that the best
long-term interests of the Company and its stockholders would not be served by
taking such action or entering into such transactions or series of transactions
at that time or (b) such beneficial ownership is causing or reasonably likely
to cause a material adverse impact (including, but not limited to, impairment
of relationships with customers, impairment of the Company's ability to
maintain its competitive position or impairment of the Company's business
reputation or ability to deal with governmental agencies) on the business or
prospects of the Company (any such person being referred to herein and in the
Rights Agreement as an "Adverse Person").
The Rights are not exercisable until the Distribution Date and will expire at
the close of business on March 13, 1999 unless earlier redeemed by the Company
as described below.
In the event that (i) a person becomes the beneficial owner of 20 percent or
more of the then outstanding shares of Common Stock (except pursuant to an
offer for all outstanding shares of Common Stock which a majority of the
unaffiliated Continuing Directors who are not officers of the Company
determines to be fair to and otherwise in the best interests of the Company and
its stockholders),or (ii) the Board of Directors determines, upon the
determination by at least a majority of the unaffiliated Continuing Directors
who are not officers of the Company, that a person is an Adverse Person, each
holder of a Right will thereafter have the right to receive upon exercise
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company) having a value (based on the lowest closing price of the Common
Stock during the 12-month period preceding such event) equal to two times the
exercise price of the Right. Notwithstanding any of the foregoing, following
the occurrences of any of the events set forth in this paragraph, all rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person or Adverse Person will be null
and void. However, Rights are not exercisable following the occurrence of
either of the events set forth above until such times as the Rights are no
longer redeemable by the Company as set forth below.
In the event that, at any time following the Stock Acquisition Date or the
determination that someone is an Adverse Person (i) the Company is acquired in
a merger or other business combination transaction in which the Company is not
the surviving company or in which it is the surviving company but the Common
Stock is changed or exchanged (other than a merger which follows an offer
described in the preceding paragraph) or (ii) more than 50 percent of the
Company's assets, cash flow or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the exercise price
of the Right. The events set forth in this paragraph and in the preceding
paragraph are referred to as the "Triggering Events."
In general, at any time until 10 business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors). Under certain
circumstances set forth in the Rights Agreement, the decision to redeem the
Rights will require the concurrence of a majority of the Continuing Directors.
The Company may not redeem the rights if the Board of Directors has previously
declared a person to be an Adverse Person. Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the $.01
redemption price.
5
<PAGE>
The term "Continuing Directors" means any member of the Board of Directors of
the Company who was a member of the Board prior to the date of the Rights
Agreement, and any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors,
but will not include an Acquiring Person, as Adverse Person, or an affiliate or
associate of any such Person or any representative of any of the foregoing.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company including, without limitation, the right to
vote or to receive dividends.
Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors prior to the Distribution Date. After the Distribution Date,
the provisions of the Rights Agreement may be amended by the Board (in certain
circumstances, with the concurrence of the Continuing Directors) in order to
cure any ambiguity, to make changes which do not adversely affect the interest
of holders of Rights, or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time
period governing redemption shall be made at such time as the Rights are not
redeemable.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner defined as a Triggering Event unless the offer is conditioned on a
substantial number of Rights being acquired. The Rights, however, should not
affect any prospective offeror willing to make an offer for all outstanding
shares of Common Stock and other voting securities at a fair price and
otherwise in the best interests of the Company and its stockholders as
determined by the Board of Directors or affect any prospective offeror willing
to negotiate with the Board of Directors. The Rights should not interfere with
any merger or other business combination approved by the Board of Directors
since the Board of Directors may, at its option, at any time until ten business
days following the Stock Acquisition Date, redeem all, but not less than all,
of the then outstanding Rights at the $.01 redemption price.
DESCRIPTION OF WARRANTS AND PLAN OF DISTRIBUTION
On October 27, 1992, the United States District Court for the District of
Connecticut approved a settlement (the "Settlement") entered into between the
Company and plaintiffs in certain purported class action and derivative
lawsuits entitled Steiner, et al. vs. Shawmut National Corporation et al., No.
H-90-253 (AHN) and Zimmerman vs. Shawmut National Corporation, et. al., No.
2:91 CV 258 (AHN). Pursuant to the Settlement, the terms of which are set forth
in a Stipulation of Compromise and Settlement (the "Stipulation") made and
entered into as of July 31, 1992, the Company agreed to issue and distribute
warrants to purchase fully paid and non-assessable shares of the Common Stock
of the Company. In accordance with the provisions of the Stipulation, 1,329,115
Warrants representing the right to acquire 1,329,115 shares of Common Stock at
an initial Exercise Price of $22.11 per Warrant were issued pursuant to the
Settlement and Stipulation.
The terms and conditions of the Warrants are set out in the Warrant Agreement
between the Company and Chemical Bank, as Warrant Agent, dated as of January 7,
1994, and the Warrants are represented by a Warrant Certificate. The following
is a general description of the terms and conditions of the Warrants and
Warrant Agreement and is qualified in its entirety by reference to the
provisions of the Warrant Agreement and form of Warrant Certificate, which is
incorporated by reference herein.
The Warrant Agreement provides for the issuance of 1,329,115 Warrants, each
representing initially the right to acquire upon exercise one share of Common
Stock at an Exercise Price of $22.11 per Warrant, subject to certain
adjustments described below. The Warrants are exercisable for a period of one
year, commencing on January 18, 1995 and ending at 5:00 p.m., New York City
time, on January 18, 1996. The Exercise Price and/or the securities issuable
upon exercise are subject to adjustment as set forth in the Warrant Agreement
6
<PAGE>
to account for payment by the Company of stock dividends payable in shares of
Common Stock, subdivisions, combinations and reclassifications of the Common
Stock into a greater or lesser number of shares, mergers or consolidations of
the Company with or into another company, and the acquisition of all the
outstanding Common Stock by any person or company. The Warrants permit the
Company to make additional reductions in the Exercise Price in order that any
event treated for federal income tax purposes as a dividend of stock or stock
rights shall not be taxable to the recipients. The Warrant Agreement provides
that upon any adjustment to the Exercise Price, as provided therein, the
Company will cause a notice to be given to the holders of the Warrants of such
adjustment.
Subject to the terms of the Warrant Agreement, a Warrant may be exercised
upon surrender of the Warrant Certificate evidencing such Warrant (the "Warrant
Certificate") to Chemical Bank, as Warrant Agent, with the subscription form on
the reverse of such Certificate duly executed and the signatures thereon
guaranteed, accompanied by payment of the Exercise Price by certified or
official bank check made payable to the Warrant Agent for the account of the
Company as follows:
By mail: By hand:
CHEMICAL BANK CHEMICAL BANK
Reorganization Department 55 Water Street
P.O. Box 1916 2nd Floor, Room 234
GPO Station New York, NY 10041
New York, NY 10116-1916
No fractional shares of Common Stock, cash or other consideration in lieu
thereof, will be issued. In the case of the exercise of less than all the
Warrants represented by a Warrant Certificate, SNC will execute, and the
Warrant Agent will authenticate, a new Warrant Certificate for the balance of
such Warrants.
No underwriting discounts or commissions will be payable in connection with
the exercise of the Warrants. Assuming all of the Warrants are exercised by the
holders thereof at an Exercise Price of $22.11 per Warrant, the proceeds to the
Company would be $29,386,732.65 (before deducting expenses payable by the
Company estimated to be $115,000.00). No assurance can be given by the Company,
however, as to how many Warrants, if any, will be exercised.
The Company's Common Stock and the Warrants are listed on the New York Stock
Exchange.
VALIDITY OF COMMON STOCK
The validity of the Common Stock will be passed upon for the Company by
Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue, New York, New York
10022, counsel to the Company.
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K of the Company for the year ended December 31, 1993
and the Current Report on Form 8-K dated August 2, 1994 have been so
incorporated in reliance upon the reports of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
7
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESEN-
TATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AU-
THORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITA-
TION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT
RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECU-
RITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UN-
DER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CON-
TAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Determination of Offering Price............................................ 3
Description of Common Stock................................................ 3
Description of Warrants and Plan of Distribution........................... 6
Validity of the Common Stock............................................... 7
Experts.................................................................... 7
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1,329,115 SHARES
SHAWMUT NATIONAL CORPORATION
COMMON STOCK
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
All of the expenses listed below are estimated except for the Commission
registration fee.
<TABLE>
<S> <C>
Commission registration fee................................... $10,133.43
Warrant Agent fees and expenses............................... 57,000.00
Accountants' fees and expenses................................ 5,000.00
Legal fees and expenses....................................... 30,000.00
Printing expenses............................................. 3,000.00
Miscellaneous................................................. 9,866.57
-----------
Total..................................................... $115,000.00
===========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement
of such action,and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. Sections
14 though 24 of the Company's By-laws provide for the indemnification of its
directors and officers as authorized by Section 145 of the Delaware General
Corporation Law.
Article Fifth of the Company's Restated Certificate of Incorporation provides
that no director of the Company shall be personally liable to the Company or
its stockholders for monetary damages for any breach of his fiduciary duty as a
director except for liability (1) for any breach of the director's duty of
loyalty to the Company or its stockholders, (2) for acts or omissions that are
not in good faith or involve intentional misconduct or a knowing violation of
the law, (3) under Section 174 of the Delaware General Corporation Law or (4)
for any transaction from which the director derived an improper personal
benefit.
The directors and officers of the Company and its subsidiaries are insured
(subject to certain exceptions and deductions) against liabilities which they
may incur in their capacity as such, including liabilities under the Securities
Act, under liability insurance policies carried by the Company. In addition,
the Company has entered into indemnification agreements with the directors of
the Company which provide that the Company will honor its obligations pursuant
to its By-laws within 30 days of written demand and will, under certain
circumstances, provide security for its obligations to indemnify. Section 8(k)
of the Federal Deposit Insurance Act prohibits or limits certain types of
indemnification payments to directors and officers as well as other employees
and individuals who are "institution-affiliated parties."
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
4(a) Restated Certificate of Incorporation (incorporated by reference to the
Company's Registration Statement on Form S-4 (file no. 33-17765) filed
October 7, 1987).
*4(b) Amendment to the Restated Certificate of Incorporation.
4(c) By-laws, as amended (incorporated by reference to the Company's
Registration Statement on Form S-4 (file no. 33-17765) filed October
7, 1987).
4(d) By-laws, as amended (incorporated by reference to the Company's
Quarterly Report on Form 10-Q filed November 12, 1993).
4(e) Shareholder Rights Plan (incorporated by reference to the Company's
Registration Statement on Form 8-A (file no. 1-10102) filed March 7,
1989).
4(f) Form of Warrant Agreement, including Form of Warrant Certificate.
5 Opinion of Skadden, Arps, Slate, Meagher & Flom.
23(a) Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit
5).
23(b) Consent of Price Waterhouse LLP, Hartford, Connecticut.
24 Powers of Attorney (see signature page to this Form S-3 Registration
Statement).
</TABLE>
- --------
* To be filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or event arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(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 the registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated
by reference in the registration statement 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.
II-2
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the 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, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<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-3 THIS REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
BOSTON, COMMONWEALTH OF MASSACHUSETTS, ON NOVEMBER 28, 1994.
Shawmut National Corporation
By: /s/ Joel B. Alvord
---------------------------------
JOEL B. ALVORD
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH INDIVIDUAL WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS J. MICHAEL SHEPHERD AND HARRIET MUNRETT WOLFE,
AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS WITH FULL
POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND
STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING
POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT AND TO FILE THE SAME
WITH ALL EXHIBITS THERETO, AND ALL DOCUMENTS IN CONNECTION THEREWITH, WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND
EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE, AS FULLY TO ALL INTENTS
AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING
ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS
SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE
HEREOF. THIS POWER OF ATTORNEY MAY BE EXECUTED IN COUNTERPARTS.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON NOVEMBER 28, 1994.
SIGNATURE TITLE
--------- -----
/s/ Joel B. Alvord Chairman, Chief Executive Officer
- ------------------------------------- and Director (Principal Executive
(JOEL B. ALVORD) Officer)
/s/ Gunnar S. Overstrom, Jr. President, Chief Operating Officer
- ------------------------------------- and Director
(GUNNAR S. OVERSTROM, JR.)
/s/ Susan E. Lester Chief Financial Officer (Principal
- ------------------------------------- Financial Officer and Principal
(SUSAN E. LESTER) Accounting Officer)
/s/ Stillman B. Brown Director
- -------------------------------------
(STILLMAN B. BROWN)
/s/ John T. Collins Director
- -------------------------------------
(JOHN T. COLLINS)
/s/ Ferdinand Colloredo-Mansfeld Director
- -------------------------------------
(FERDINAND COLLOREDO-MANSFELD)
/s/ Bernard M. Fox Director
- -------------------------------------
(BERNARD M. FOX)
/s/ Robert J. Matura Director
- -------------------------------------
(ROBERT J. MATURA)
Lois D. Rice Director
- -------------------------------------
(LOIS D. RICE)
/s/ Maurice Segall Director
- -------------------------------------
(MAURICE SEGALL)
/s/ Samuel O. Thier Director
- -------------------------------------
(SAMUEL O. THIER)
/s/ Paul R. Tregartha Director
- -------------------------------------
(PAUL R. TREGARTHA)
/s/ Wilson Wilde Director
- -------------------------------------
(WILSON WILDE)
II-4
<PAGE>
EXHIBIT INDEX
EXHIBITS
4(a) Restated Certificate of Incorporation (incorporated by reference to the
Company's Registration Statement on Form S-4 (file no. 33-17765) filed
October 7, 1987).
*4(b) Amendment to the Restated Certificate of Incorporation.
4(c) By-laws, as amended (incorporated by reference to the Company's
Registration Statement on Form S-4 (file no. 33-17765) filed October 7,
1987).
4(d) By-laws, as amended (incorporated by reference to the Company's
Quarterly Report on Form 10-Q filed November 12, 1993).
4(e) Shareholder Rights Plan (incorporated by reference to the Company's
Registration Statement on Form 8-A (file no. 1-10102) filed March 7,
1989).
4(f) Form of Warrant Agreement, including Form of Warrant Certificate.
5 Opinion of Skadden, Arps, Slate, Meagher & Flom.
23(a) Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit 5).
23(b) Consent of Price Waterhouse LLP, Hartford, Connecticut.
24 Powers of Attorney (see signature page to this Form S-3 Registration
Statement).
- --------
* To be filed
<PAGE>
EXHIBIT 4(f)
<PAGE>
Warrant Agreement, dated as of January 7, 1994 between SHAWMUT
NATIONAL CORPORATION, a Delaware corporation (the "Company"), and Chemical Bank
(the "Warrant Agent").
WHEREAS, the Company proposes to issue Common Stock Subscription
Warrants, as hereinafter described (the "Warrants"), to purchase up to an
aggregate of 1,329,115 fully paid and nonassessable shares of its Common Stock,
par value $.01 per share ("Common Stock", and the shares of Common Stock
issuable upon exercise of the Warrants being referred to herein as the "Warrant
Shares"), each Warrant entitling the holder thereof to purchase one share of
Common Stock at an Exercise Price (defined in Section 9 hereof) of $22.11 per
Warrant, subject to adjustment as hereinafter provided; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance of the Warrants and the other matters as provided herein.
NOW, THEREFORE, in consideration of the foregoing and for the purpose
of defining the terms and provisions of the Warrants and the respective rights
and obligations thereunder of the Company and the registered holders of the
Warrants (the "Holders"), the Company and the Warrant Agent hereby agree as
follows:
SECTION 1. Appointment of Warrant Agent. The Company hereby
----------------------------
appoints the Warrant Agent to act as agent for the Company in accordance with
the provisions hereinafter set forth in this Agreement, and the Warrant Agent
hereby accepts such appointment. As used herein, the term "Warrant Agent" shall
mean the Warrant Agent and any successor appointed hereunder.
SECTION 2. Form and Countersignature of Warrants.
-------------------------------------
2.1 Form of Warrant. The text of the Warrant, the subscription form
---------------
(the "Subscription Form"), and form of assignment shall be substantially as set
forth in Exhibit A attached hereto. The Warrants shall be executed on behalf of
the Company by one or more authorized officers. The signature of any such
officers on the Warrants may be made manually or by facsimile.
2.2 Countersignature of Warrants. The Warrants shall be
----------------------------
countersigned manually or by facsimile by the Warrant Agent and shall not be
valid for any purpose unless so countersigned. Warrants may be countersigned by
the Warrant Agent and may be issued or delivered by the Warrant Agent,
notwithstanding that the persons whose manual or facsimile signatures appear
thereon as proper officers of the Company shall have ceased to be such officers
at the time of such countersignature, issuance or delivery. Warrants shall be
dated as of the date of issuance or countersignature thereof by the Warrant
Agent either upon initial issuance or upon exchange, substitution or transfer.
SECTION 3. Issuance and Registration of Warrants.
--------------------------------------
3.1 Initial Issuance of Warrants. The Warrant Agent shall issue the
----------------------------
Warrants upon receipt of, and in accordance with, a statement from an authorized
representative of the Company as contemplated by Section 15.10 hereof specifying
the identity of, and number of Warrants to be issued to, each person or entity
to be issued Warrants.
3.2 Registration. The Warrants shall be numbered and shall be
------------
registered in a warrant register maintained by the Warrant Agent as they are
issued. The Company and the Warrant Agent may deem and treat the registered
holder of a Warrant Certificate as the absolute owner thereof (notwithstanding
any notation of ownership or other writing thereon made by anyone), for the
purpose of any exercise or conversion thereof and any distribution to the holder
thereof and for all other purposes and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary. The Company shall not be bound
to recognize any equitable or other claim to or interest in such Warrant on the
part of any other person.
SECTION 4. Transfer and Exchange of Warrants.
---------------------------------
4.1 Transfer of Warrants. The Warrants shall be transferable only on
--------------------
the books of the Warrant Agent maintained at the principal office of the Warrant
Agent upon delivery thereof duly endorsed by the Holder or by his duly
authorized attorney or representative, or accompanied by proper evidence of
succession, assignment or authority to transfer, which endorsement shall be
guaranteed by an eligible guarantor institution which is a member of a signature
guarantee program satisfactory to the Warrant Agent (an "Eligible Institution").
Warrants may be transferred only in whole, so as to
1
<PAGE>
allow the Holder of each Warrant to purchase one full share of Common Stock. In
all cases of transfer by an attorney-in-fact, the original power of attorney,
duly approved, or a copy thereof, duly certified, in such form and with such
other evidence of authority as the Warrant Agent shall request, shall be
deposited and remain with the Warrant Agent. In case of transfer by executors,
administrators, guardians or other legal representatives, duly authenticated
evidence of their authority shall be produced, in such form and with such other
evidence of authority as the Warrant Agent shall request, and may be required to
be deposited and remain with the Warrant Agent in its discretion. Upon any such
registration of transfer, the Warrant Agent shall countersign and deliver a new
Warrant or Warrants to the person entitled thereto.
4.2 Exchange of Warrant Certificates. Each Warrant certificate may
--------------------------------
be exchanged upon surrender at the principal office of the Warrant Agent for
another certificate or certificates entitling the Holder thereof to purchase a
like aggregate number of Warrant Shares as the certificate or certificates
surrendered then entitle such Holder to purchase. Any Holder desiring to
exchange a Warrant certificate or certificates shall make such request in
writing delivered to the Warrant Agent, and shall surrender, properly endorsed,
the certificate or certificates to be so exchanged. Thereupon, the Warrant
Agent shall countersign and deliver to the Holder a new Warrant certificate or
certificates, as the case may be, as so requested, in the name of such Holder.
No fractional Warrant certificates shall be issued and no new Warrant
certificate entitling the Holder thereof to purchase fractional shares will be
issued.
SECTION 5. Term of Warrants; Exercise of Warrants.
--------------------------------------
5.1 Term of Warrants. Subject to the terms of this Agreement, each
----------------
Holder shall have the right, which may be exercised commencing at the opening of
business on January 18, 1995 until 5:00 p.m., New York time, on January 18, 1996
(the "Expiration Date"), to purchase from the Company the number of fully paid
and nonassessable Warrant Shares which the Holder may at the time be entitled to
purchase on exercise of such Warrants.
5.2 Exercise of Warrants. A Warrant may be exercised upon surrender
--------------------
to the Warrant Agent at its principal office of the certificate or certificates
evidencing the Warrants to be exercised, together with the Subscription Form
duly completed and signed, which signature shall be guaranteed by an Eligible
Institution, and upon payment to the Warrant Agent for the account of the
Company of the Exercise Price (as defined in Section 9 hereof and subject to
adjustment in accordance with the provisions of Section 10 hereof) for the
number of Warrant Shares in respect of which such Warrants are then exercised.
Payment of the aggregate Exercise Price shall be made by certified or official
bank check.
Subject to Section 6 hereof, upon the surrender of Warrants and
payment of the Exercise Price as aforesaid, the Warrant Agent shall cause to be
issued and delivered as soon as practicable to or upon the written order of the
Holder and in such name or names as the Holder may designate, a certificate or
certificates for the number of full Warrant Shares so purchased upon the
exercise of such Warrants. No certificate for fractional Warrant Shares, or
cash in lieu thereof, will be issued. If permitted by applicable law, such
certificate or certificates shall be deemed to have been issued and any person
so designated to be named therein shall be deemed to have become a holder of
record of such Warrant Shares as of the date of the receipt by the Warrant Agent
of such Warrants and payment of the Exercise Price, as aforesaid; provided,
however, that if at the date of surrender of such Warrants and payment of such
Exercise Price, the transfer books for the shares of Common Stock purchasable
upon the exercise of such Warrants shall be closed, the certificates for the
shares in respect of which such Warrants are then exercised shall be issuable as
of the date on which such books shall be opened, and until such date the Company
shall be under no duty to deliver any certificate for such shares and the holder
of the Warrant shall not be deemed to be the holder of shares of Common Stock
issuable upon exercise of such Warrant until such time as such books shall be
opened; provided, further, however, that such transfer books, unless otherwise
required by law or by applicable rule of any national securities exchange, shall
not be closed at any one time for a period longer than twenty (20) days. The
rights of purchase represented by the Warrants shall be exercisable, at the
election of the Holders thereof, either in full or from time to time in part,
and in the event that a certificate evidencing Warrants is exercised in respect
of less than all of the Warrant Shares purchasable on such exercise at any time
prior to the date of expiration of the Warrants, a new certificate evidencing
the remaining Warrant or Warrants will be issued to the Holder thereof, and the
Warrant Agent is hereby authorized to countersign and deliver the required new
Warrant certificate or certificates pursuant to the provisions of this Section
and Section 2 hereof.
5.3 Compliance with Government Regulations. The Company covenants
--------------------------------------
that if any shares of Common Stock required to be reserved for purposes of
exercise of Warrants require, under any federal securities law or applicable
governing rule or regulation of any national securities exchange, registration
with or approval of any governmental authority, or listing on any such national
securities exchange before such shares may be issued upon exercise, the Company
will in good faith prior to the issuance of such shares endeavor to cause such
shares to be duly registered, approved or listed on the relevant national
securities exchange, as the case may be; provided, however, that in no event
shall such shares of Common Stock be issued, and the Company is hereby
authorized to suspend the exercise of all Warrants, for the period during which
2
<PAGE>
such registration, approval or listing is required but not in effect. The
Company covenants that it will use reasonable efforts to obtain any required
approvals or registration under state "blue sky" securities laws for the
issuance of the Warrant Shares; provided, however, that Warrants may not be
exercised by, or Warrant Shares issued to, any Holder in any state where such
exercise or issuance would be unlawful.
SECTION 6. Payment of Taxes. The Company will pay all documentary
----------------
stamp taxes, if any, attributable to the initial issuance of Warrant Shares upon
the exercise of Warrants; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issue or delivery of any Warrants or certificates for Warrant
Shares in a name other than that of the Holder of such Warrants, and the Company
shall not be required to issue or deliver such Warrants or certificates for
Warrant Shares or proceeds unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.
SECTION 7. Mutilated or Missing Warrants. In case any of the
-----------------------------
certificates evidencing the Warrants shall be mutilated, lost, stolen or
destroyed, the Company may in its discretion issue, and the Warrant Agent shall
countersign and deliver in exchange and substitution for and upon cancellation
of the mutilated Warrant certificate, or in lieu of and in substitution for the
Warrant certificate lost, stolen or destroyed, a new Warrant certificate of like
tenor and representing an equivalent right or interest, but only upon receipt of
evidence satisfactory to the Company and the Warrant Agent of such loss, theft
or destruction of such Warrant and an indemnity or bond, if requested, also
satisfactory to them. An applicant for such a substitute Warrant certificate
shall also comply with such other reasonable regulations and pay such other
reasonable charges as the Company or the Warrant Agent may prescribe.
SECTION 8. Reservation of Warrant Shares; Purchase and Cancellation
--------------------------------------------------------
of Warrants.
- -----------
8.1 Reservation of Warrant Shares. There have been reserved, and the
-----------------------------
Company shall at all times keep reserved, out of its authorized Common Stock, a
number of shares of Common Stock sufficient to provide for the exercise of the
rights of purchase represented by the outstanding Warrants. The transfer agent
for the Common Stock (the "Transfer Agent") and every subsequent transfer agent
for any shares of the Company's capital stock issuable upon the exercise of any
of the rights of purchase aforesaid will be authorized and directed at all times
to reserve such number of authorized shares as shall be required for such
purpose. The Company will keep a copy of this Agreement on file with the
Transfer Agent and with every subsequent transfer agent for any shares of the
Company's capital stock issuable upon the exercise of the rights of purchase
represented by the Warrants. The Warrant Agent is hereby authorized to
requisition from time to time from the Transfer Agent the stock certificates
required to honor outstanding Warrants upon exercise thereof in accordance with
the terms of this Agreement. The Company will supply the Transfer Agent and any
such subsequent transfer agent with duly executed stock certificates for such
purposes. The Company will furnish the Transfer Agent and any such subsequent
transfer agent a copy of all notices of adjustments delivered by the Company to
the Warrant Agent hereunder.
8.2 Purchase of Warrants by the Company. The Company shall have the
-----------------------------------
right, except as limited by law, other agreements or herein, to purchase or
otherwise acquire Warrants at such times, in such manner and for such
consideration as it may deem appropriate.
8.3 Cancellation of Warrants. In the event the Company shall
------------------------
purchase or otherwise acquire Warrants, the same shall thereupon be delivered to
the Warrant Agent and be cancelled by it and retired. The Warrant Agent shall
cancel any Warrant surrendered for exchange, substitution, transfer or exercise
in whole or in part and such cancelled Warrant Certificate shall be disposed of
by the Warrant Agent in a manner satisfactory to the Company.
SECTION 9. Exercise Price. The price per share at which a Warrant
--------------
Share shall be purchasable upon exercise of a Warrant (the "Exercise Price")
shall be $22.11, subject to adjustment as provided in Section 10 hereof.
SECTION 10. Adjustments. The Exercise Price and the number and kind
-----------
of securities subject to purchase upon the exercise of each Warrant shall be
subject to adjustment form time to time upon the happening of certain events, as
hereinafter set forth.
10.1 Adjustments. (a) In the event that, on or after the
-----------
Distribution Date and prior to the Expiration Date, the Company shall (i)
declare a dividend or make a distribution on its shares of Common Stock payable
in shares of Common Stock, (ii) subdivide or reclassify the outstanding Common
Stock into a greater number of shares of Common Stock, or (iii) combine or
reclassify the outstanding Common Stock into a smaller number of shares of
Common Stock, the Exercise Price in effect and number of Warrant Shares which
are to be issued upon exercise of a Warrant at the time of the record date for
such dividend or of the effective date of such subdivision, combination or
reclassification, shall be proportionately adjusted
3
<PAGE>
so that the holder of any Warrant exercised after such time shall be entitled to
receive the aggregate number of shares of Common Stock which, if such Warrant
had been exercised immediately prior to such date, he would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification. Such adjustment shall be made successively
whenever any event listed above shall occur.
(b) In the event, on or after the Distribution Date and prior to
the Expiration Date, of any merger or consolidation of the Company with or into,
or all of the outstanding Common Stock is acquired by, any other person or
company, the Holder of Warrants shall receive upon such exercise of the Warrants
and payment of the Exercise Price the kind and amount of shares of stock and
other securities and property (including cash) receivable upon such merger or
consolidation, by a Holder of the number of shares of Common Stock of the
Company into which such Warrants so exercised might have been exercised
immediately prior to such merger or consolidation, subject to adjustments which,
for events subsequent to the effective date of such merger or consolidation,
shall be on terms as nearly equivalent as practicable to the adjustments
provided above. The above provisions shall similarly apply to successive mergers
and consolidations.
(c) The Company may make such reduction in the Exercise Price,
in addition to those required by clauses (a) or (b) of this Section 10.1, as it
considers to be advisable in order that any event treated for federal income tax
purposes as a dividend of stock or stock rights shall not be taxable to the
recipients.
(d) Notwithstanding anything to the contrary contained in this
Section 10.1, no adjustment in the Exercise Price shall be required unless such
adjustments would require an increase or decrease of at least one per cent in
such price; provided, however, that any adjustments which by reason of this
Section 10.1 (d) are nor required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
10.1 shall be made to the nearest cent.
(e) In any case in which this Section 10 shall require that any
adjustment in the Exercise Price be made effective as of immediately after a
record date for a specified event, the Company may elect to defer until the
occurrence of the event the issuing to the Holder of any Warrant exercised after
that record date of the shares of Common Stock and other capital stock of the
Company, if any, issuable upon the exercise over and above the shares of Common
Stock and other capital stock of the Company, if any, issuable upon the exercise
on the basis of the Exercise Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to the Holder a due bill or other
appropriate instrument evidencing the Holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.
(f) Notwithstanding anything to the contrary contained in this
Section 10.1, no adjustment to the Exercise Price or other terms of the Warrants
need be made if Holders are to participate in any transaction on a basis, and
with notice, that the Board of Directors of the Company determines to be fair
and appropriate in light of the basis and notice on which holders of Common
Stock participate in the transaction.
10.2 Notice of Adjustment. Whenever the Exercise Price is adjusted,
--------------------
as herein provided, the Company shall cause the Warrant Agent promptly to give
notice to the Holders as provided in Section 18 hereof of such adjustment or
adjustments and shall deliver to the Warrant Agent a certificate setting forth
the Exercise Price after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by which such
adjustment was made. Such certificate shall be conclusive evidence of the
correctness of such adjustment. The Warrant Agent shall be entitled to rely on
such certificate and shall be under no duty or responsibility with respect to
any such certificate, except to exhibit the same, from time to time, to any
Holder desiring an inspection thereof during reasonable business hours. The
Warrant Agent shall not at any time be under any duty or responsibility to any
Holders to determine whether any facts exist which may require any adjustment of
the Exercise Price or other stock or property purchasable on the exercise
thereof, or with respect to the nature or extent of any such adjustment when
made, or with respect to the method employed in making such adjustment.
10.3 Statement on Warrants. Irrespective of any adjustments in the
---------------------
Exercise Price or the number or kind of shares or other property purchasable
upon the exercise of the Warrants or other amendments to or corrections of this
Agreement, Warrants theretofore or thereafter issued may continue to express the
same price and number and kind of shares as are stated in the Warrants initially
issuable pursuant to this Agreement.
SECTION 11. No Fractional Interests. No Warrant entitling the Holder
-----------------------
to purchase fractional interests in Warrant Shares and no fractional Warrant
Shares, or cash or other consideration in lieu thereof, will be issued.
SECTION 12. No Rights as Stockholders; Notice to Holders. Nothing
--------------------------------------------
contained in this Agreement or in any of the Warrants shall be construed as
conferring upon the Holders or their transferees the right to vote or to receive
4
<PAGE>
dividends or to consent or to receive notice as stockholders in respect of any
meeting of stockholders for the election of directors of the Company or any
other matter, or any rights whatsoever as stockholders of the Company. If,
however, at any time during which the Warrants are exercisable and prior to
their exercise, any of the following events shall occur:
(a) the Company shall declare any dividend or distribution
payable in any securities upon all its shares of Common Stock (other than any
dividend or distribution of securities pursuant to the Rights Agreement dated as
of February 28, 1989, as thereafter amended, between the Company and Chemical
Bank, as successor to Manufacturers Hanover Trust Company, as Rights Agent, or
pursuant to any similar agreement) to all holders of its shares of Common Stock;
or
(b) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation, merger, sale or transfer of all
or substantially all of its assets) shall be proposed;
then in any one or more of said events, the Company shall give notice in writing
of such event to the Warrant Agent and the Warrant Agent shall give notice to
the Holders as provided in Section 18 hereof, such giving of notice to the
Warrant Agent to be completed at least 10 days prior to the date fixed as a
record date or the date of closing the transfer books for the determination of
the stockholders entitled to such dividend or distribution or for the
determination of stockholders entitled to vote on such proposed action. Such
notice shall specify such record date or the date of closing the transfer books,
as the case may be. Failure to mail or receive such notice or any defect
therein or in the mailing thereof shall not affect the validity of any action
taken in connection with such dividend or distribution or action.
SECTION 13. Disposition of Proceeds on Exercise of Warrants;
------------------------------------------------
Inspection of Warrant Agreement. The Warrant Agent shall account promptly to
- -------------------------------
the Company with respect to Warrants exercised and concurrently pay to the
Company all monies received by the Warrant Agent for the purchase of the Warrant
Shares through the exercise of such Warrants.
The Warrant Agent shall keep copies of this Agreement and any notices
given or received hereunder available for inspection by the Holders during
normal business hours at its principal office. The Company shall supply the
Warrant Agent from time to time with such number of copies of this Agreement as
the Warrant Agent may request.
SECTION 14. Merger or Consolidation or Change of Name of Warrant
----------------------------------------------------
Agent. Any corporation into which the Warrant Agent may be merged or with which
- -----
it may be consolidated, or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to substantially all of the business of the Warrant Agent, shall be
the successor to the Warrant Agent hereunder without the execution or filing of
any paper or any further act on the part of any of the parties hereto, provided
that such corporation would be eligible for appointment as a successor Warrant
Agent under the provisions of Section 16 hereof. In case at the time such
successor to the Warrant Agent shall succeed to the agency created by this
Agreement any of the Warrants shall have been countersigned but not delivered,
any such successor to the Warrant Agent may adopt the countersignature of the
original Warrant Agent and deliver such Warrants so countersigned; and in case
at that time any of the Warrants shall not have been countersigned, any
successor to the Warrant Agent may countersign such Warrants either in the name
of the predecessor Warrant Agent or in the name of the successor Warrant Agent;
and in any such cases such Warrants shall have the full force provided in the
Warrants and in this Agreement.
In case at any time the name of the Warrant Agent shall be changed and
at such time any of the Warrants shall have been countersigned but not
delivered, the Warrant Agent may adopt the countersignatures under its prior
name and deliver such Warrants so countersigned; and in case at that time any of
the Warrants shall not have been countersigned, the Warrant Agent may
countersign such Warrants either in its prior name or in its changed name; and
in all such cases such Warrants shall have the full force provided in the
Warrants and in this Agreement.
SECTION 15. Concerning the Warrant Agent. The Warrant Agent
----------------------------
undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the Holders, by
their acceptance of Warrants, shall be bound.
15.1 Correctness of Statements. The statements contained herein and
-------------------------
in the Warrants shall be taken as statements of the Company and the Warrant
Agent assumes no responsibility for the correctness of any of the same except
such as describe the Warrant Agent or action taken by it. The Warrant Agent
assumes no responsibility with respect to the distribution of the Warrants
except as otherwise provided herein.
15.2 Breach of Covenants. The Warrant Agent shall not be responsible
-------------------
for any failure of the Company to comply with any of the covenants of the
Company contained in this Agreement or in the Warrant.
5
<PAGE>
15.3 Reliance on Counsel. The Warrant Agent may consult at any time
-------------------
with legal counsel satisfactory to it (who may be counsel for the Company) and
the Warrant Agent shall incur no liability or responsibility to the Company or
to any Holder in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the opinion or the advice of such
counsel.
15.4 Proof of Actions Taken. Whenever in the performance of its
----------------------
duties under this Agreement the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior
to taking or suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed
conclusively to be proved and established by a certificate signed by an officer
of the Company and delivered to the Warrant Agent; and such certificate shall be
full authorization to the Warrant Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon such
certificate.
15.5 Compensation and Indemnification. The Company agrees to pay the
--------------------------------
Warrant Agent reasonable compensation for all services rendered by the Warrant
Agent in the performance of its duties under this Agreement, to reimburse the
Warrant Agent for all expenses, taxes and governmental charges and other charges
of any kind and nature reasonably incurred by the Warrant Agent in the
performance of its duties under this Agreement, and to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Warrant
Agent in the performance of its duties under this Agreement except as a result
of the Warrant Agent's gross negligence or bad faith. In connection with such
indemnification, the Company shall be entitled to conduct any litigation and
shall only be required to pay the reasonable costs and fees of one counsel
selected by the Company. The Warrant Agent will cooperate in the defense of any
such action and will not settle such action without the consent of the Company.
15.6 Other Transactions in Securities of Company. The Warrant Agent
-------------------------------------------
and any stockholder, director, officer or employee of the Warrant Agent may buy,
sell or deal in any of the Warrants or other securities of the Company or become
pecuniarily interested in any transaction in which the Company may be interested
or contract with or lend money to the Company or otherwise act as fully and
freely as though the Warrant Agent was not Warrant Agent under this Agreement.
Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any legal entity including, without limitation,
acting as a lender to the Company or an affiliate thereof.
15.7 Liability of Warrant Agent. The Warrant Agent shall act
--------------------------
hereunder solely as the agent of the Company and its duties shall be determined
solely by the provisions hereof. The Warrant Agent shall not be liable for
anything which it may do or refrain from doing in connection with this Agreement
except for its own gross negligence or bad faith. Anything in this Agreement to
the contrary notwithstanding, in no event shall the Warrant Agent be liable for
special, indirect or consequential loss or damage whatsoever (including, but not
limited to, lost profits) even if the Warrant Agent has been advised of the
likelihood of such loss or damage and regardless of the form of action.
15.8 Reliance on Documents. The Warrant Agent will not incur any
---------------------
liability or responsibility to the Company or to any Holder for any action taken
in reliance on any notice, resolution, waiver, consent, order, certificate, or
other paper, document or instrument reasonably believed by it to be genuine and
to have been signed, sent or presented by the proper party or parties.
15.9 Validity of Agreement. The Warrant Agent shall not be under any
---------------------
responsibility in respect of the validity of this Agreement or the execution and
delivery hereof (except the due execution hereof by the Warrant Agent) or in
respect of the validity and execution of any Warrant (except its
countersignature thereof); nor shall the Warrant Agent by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any Warrant Shares (or other stock) to be issued pursuant to this
Agreement or any Warrant, or as to whether any Warrant Shares (or other stock)
will, when issued, be validly issued, fully paid and nonassessable, or as to the
Exercise Price or the number or amount of Warrant Shares or other securities or
other property issuable upon exercise of any Warrant.
15.10 Instructions from Company. The Warrant Agent is hereby
-------------------------
authorized and directed to accept instructions with respect to the performance
of its duties hereunder from the Chairman of the Board, the President, any Vice
Chairman of the Board, or any Executive, Senior or other Vice President of the
Company or any other employee of the Company expressly authorized in writing by
any of such persons as having the authority to deliver instructions hereunder,
and to apply to such officers or employees for advice or instructions in
connection with its duties, and shall not be liable for any action taken or
suffered to be taken by it in good faith in accordance with instructions of any
such officers or employees.
SECTION 16. Change of Warrant Agent. The Warrant Agent may resign
-----------------------
and be discharged from its duties under this Agreement by giving to the Company
30 days' notice in writing. The Warrant Agent may be removed by
6
<PAGE>
like notice to the Warrant Agent from the Company. If the Warrant Agent shall
resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Warrant Agent. If the Company shall fail to
make such appointment within a period of 30 days after such removal or after it
has been notified in writing of such resignation or incapacity by the resigning
or incapacitated Warrant Agent or by any Holder (who shall with such notice
submit his Warrant for inspection by the Company), then any Holder may apply to
any court of competent jurisdiction located in Hartford, Connecticut for the
appointment of a successor to the Warrant Agent. Pending appointment of a
successor to the Warrant Agent, either by the Company or by such a court, the
duties of the Warrant Agent shall be carried out by the Company. Any successor
Warrant Agent, whether appointed by the Company or such a court, shall be a bank
or trust company, in good standing, incorporated under the laws of the United
States of America or any state thereof and having at the time of its
appointment as Warrant Agent a combined capital and surplus of at least
$5,000,000. After appointment, the successor Warrant Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named as Warrant Agent without further act or deed; but the former
warrant agent shall deliver and transfer to the successor warrant agent any
property at the time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. Failure to file
any notice provided for in this Section 16, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the
warrant agent or the appointment of the successor warrant agent, as the case may
be. In the event of such resignation or removal, the successor warrant agent
shall mail, by first class mail, postage prepaid, to each Holder, written notice
of such removal or resignation and the name and address of such successor
warrant agent.
SECTION 17. Identity of Transfer Agent. Forthwith upon the
--------------------------
appointment of any subsequent transfer agent for the Common Stock, or any other
shares of the Company's capital stock issuable upon exercise of the Warrant, the
Company will file with the Warrant Agent a statement setting forth the name and
address of such subsequent transfer agent.
SECTION 18. Notices. Any notice pursuant to this Agreement by the
-------
Company or by any Holder to the Warrant Agent, or by the Warrant Agent or by any
Holder to the Company, shall be in writing and shall be delivered in person, by
overnight courier, or by facsimile transmission (with hard copy to follow
promptly by first class mail or overnight courier), or mailed first class,
postage prepaid (a) to the Company at its offices at 777 Main Street, MSN 205,
Hartford, Connecticut, 06115, fax: (203) 728-4197, Attention: General Counsel;
or (b) to the Warrant Agent at Chemical Bank, 450 West 33rd Street, New York,
New York 10001, Attn: Vice President - Administration. Each party hereto may
from time to time change the address as facsimile numbers to which notices to it
are to be delivered or mailed hereunder by notice to the other party.
Any notice required to be mailed pursuant to this Agreement by the
Company or the Warrant Agent to the Holders shall be in writing and shall be
mailed first class, postage prepaid, or otherwise delivered, to such Holders at
their respective addresses on the books of the Warrant Agent. Any other notices
which the Company or the Warrant Agent may wish to provide to the Holder may be
made in such manner (including by publication in a newspaper of national
circulation) as the Company or the Warrant Agent, as the case may be, shall
elect. Any notice requested by any other person may be dispatched in the
discretion of the Warrant Agent, but at no expense to the Warrant Agent or the
Company.
SECTION 19. Supplements and Amendments. The Company and the Warrant
--------------------------
Agent may from time to time supplement or amend this Agreement without the
approval of any Holder in order to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provision herein, or to make any other provisions in regard to
matters or questions arising hereunder which the Company and the Warrant Agent
may deem necessary or desirable, which shall not adversely affect in any
material manner the interest of the Holders. The Company and the Warrant Agent
may from time to time supplement or amend this Agreement in any other respect
with the written consent of the Holders of not less than a majority of the
Warrants then outstanding; provided, however, that no change in the number or
-------- -------
nature of the securities purchasable upon the exercise of any Warrant, or
increase in the Exercise Price of any Warrant, or acceleration of the Expiration
Date of any Warrant, shall be made without the written consent of the Holder of
such Warrant, other than such changes as are specifically prescribed by this
Agreement as originally executed or are made in compliance with applicable law.
SECTION 20. Successors. All the covenants and provisions of this
----------
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.
SECTION 21. Applicable Law. This Agreement and each Warrant issued
--------------
hereunder shall be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and to be performed within such
State, without giving effect to principles of conflicts of laws. The parties
consent to the exclusive jurisdiction of the state and federal courts located in
Hartford, Connecticut or New York, New York, in all cases arising out of this
Agreement or the subject matter thereof, and to the service of process of such
courts (and will not initiate or maintain an action in
7
<PAGE>
any other venue without the consent of both parties hereto). Any action brought
by any person (other than the Company and the Warrant Agent) arising under or
relating to this Agreement and the Warrants shall be brought only in the state
and federal courts located in Hartford, Connecticut except that any such action
brought solely against the Warrant Agent shall be brought only in the state and
federal courts located in New York, New York.
SECTION 22. Benefits of this Agreement. Nothing in this Agreement
--------------------------
shall be construed to give to any person or corporation other than the Company,
the Warrant Agent, and the Holders any legal or equitable right, remedy or claim
under this Agreement; this Agreement shall be for the sole and exclusive benefit
of the Company, the Warrant Agent and the Holders of the Warrants.
SECTION 23. Counterparts. This Agreement may be executed in
------------
counterparts and by facsimile and each of such counterparts and facsimile copies
shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.
SECTION 24. Severability. Any term or provision of this Agreement
------------
which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable.
SECTION 25. Captions. The captions of the Sections and subsections
--------
of this Agreement have been inserted for convenience only and shall have no
substantive effect.
8
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, all as of the day and year first above written.
SHAWMUT NATIONAL CORPORATION
By:
----------------------------------
Name:
Title:
CHEMICAL BANK
By:
----------------------------------
Name:
Title:
9
<PAGE>
Form of Warrant Certificate
---------------------------
(obverse)
EXERCISABLE ONLY ON OR AFTER JANUARY 18, 1995 AND ON OR
BEFORE 5:00 P.M. NEW YORK CITY TIME ON JANUARY 18, 1996
NUMBER
NYW: ________ WARRANTS: ________
SEE REVERSE SIDE
FOR DEFINITIONS
COMMON STOCK
SUBSCRIPTION WARRANTS CUSIP 820484111
Incorporated Under the Laws of The State of Delaware
Shawmut National Corporation
This certifies that FOR VALUE RECEIVED
or registered assigns (the "Registered Holder") is the owner of the number of
Common Stock Subscription Warrants (the "Warrants") specified above. Each
Warrant initially entitles the Registered Holder to purchase, subject to the
terms and conditions set forth in this Warrant Certificate and the Warrant
Agreement (as hereinafter defined), one fully paid and nonassessable share of
Common Stock, $.01 par value (the "Common Stock"), of Shawmut National
Corporation, a Delaware corporation (the "Company"), at any time between January
18, 1995 and 5:00 p.m. (New York City time) on January 18, 1996 (the "Expiration
Date"), upon surrender of this Warrant Certificate with the Subscription Form on
the reverse hereof duly executed, at the principal office of Chemical Bank, as
Warrant Agent, or its successor (the "Warrant Agent"), accompanied by payment of
$22.11 per Warrant (the "Exercise Price") by certified or official bank check
made payable to the Warrant Agent for the account of the Company.
This Warrant Certificate and each Warrant represented hereby are
issued pursuant to and are subject in all respects to the terms and conditions
set forth in the Warrant Agreement (the "Warrant Agreement"), dated as of
January 7, 1994, by and between the Company and the Warrant Agent. A copy of
the Warrant Agreement may be obtained by the Registered Holder upon written
request to the Company.
Upon the occurrence of certain events provided for in the Warrant
Agreement, the Exercise Price and the number and kind of securities subject to
purchase upon the exercise of each Warrant represented hereby are subject to
adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Common Stock, or cash or other
consideration in lieu thereof, will be issued. In the case of the exercise of
less than all of the Warrants represented hereby, the Company shall execute a
new Warrant Certificate, which the Warrant Agent shall countersign and deliver,
for the balance of such Warrants.
This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the principal office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates entitling such Registered Holder to
purchase a like aggregate number of shares of Common Stock as this Warrant
Certificate entitles such Registered Holder to purchase. A Registered Holder
desiring to exchange this Warrant Certificate shall make such request in writing
delivered to the Warrant Agent, and shall surrender, properly endorsed, this
Warrant Certificate to be so exchanged. Thereupon, the Warrant Agent shall
countersign and deliver to the Registered Holder a new Warrant Certificate or
Warrant Certificates as so requested, in the name of
10
<PAGE>
such Registered Holder, subject to the limitations provided in the Warrant
Agreement. No fractional Warrant Certificate shall be issued and no new Warrant
Certificate entitling the Registered Holder thereof to purchase fractional
shares will be issued.
Prior to the exercise of any Warrant represented hereby, the
Registered Holder shall not be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends, and shall not be entitled to receive any notice of any proceedings of
the Company, except as provided in the Warrant Agreement.
The Company and the Warrant Agent may deem and treat the Registered
Holder as the absolute owner hereof (notwithstanding any notation of ownership
or other writing hereon made by anyone) for all purposes and shall not be
affected by any notice to the contrary.
This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or in facsimile, by two of its officers thereunto
duly authorized and a facsimile of its corporate seal to be imprinted thereon.
Shawmut National Corporation
By:
-----------------------------------
Secretary
By:
-----------------------------------
Chairman and
Chief Executive Officer
COUNTERSIGNED:
CHEMICAL BANK, as Warrant Agent
By:
--------------------------
Authorized Officer
11
<PAGE>
(Reverse)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT-_____Custodian______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as tenants Act__________________
in common (State)
Additional abbreviations may also be used though not in the above list.
SUBSCRIPTION FORM
(To be executed only upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder, shares of Common Stock, as provided for therein, and tenders
herewith payment of the purchase price in full in the form of a certified or
official bank check in the amount of $
Please issue a certificate or certificates for such shares of Common Stock
in the name of:
Name
------------------------------------------------------
(Please Print Name, Address and Social Security or
Taxpayer Identification Number)
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
And, if said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued
12
<PAGE>
in the name of said undersigned for the balance remaining of the shares
purchasable thereunder.
Signature
----------------------------------------------
Note: The above signature must correspond
exactly with the name on the face of this
Warrant Certificate or with the name of
assignee appearing in the assignment form
below.
- ----------------------------
Signature Guarantee Signatures should be guaranteed by an eligible
guarantor institution which is a member of a
signature guarantee program satisfactory to the
Warrant Agent.
ASSIGNMENT
(To be executed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
- --------------------------------------------------------------------------------
(Name and Address of Assignee Must Be Printed or Typewritten)
- --------------------------------------------------------------------------------
the within Warrant Certificate, hereby irrevocably constituting and appointing
______________________________________________________________________, Attorney
to transfer said Warrant Certificate on the books of the Company, with full
power of substitution in the premises.
Dated:
---------------------- ----------------------------------------
Signature of Registered Holder
Note: The above signature must correspond
exactly with the name on the face of this
Warrant Certificate.
- ----------------------------
Signature Guarantee Signatures should be guaranteed by an
eligible guarantor institution which is a
member of a signature guarantee program
satisfactory to the Warrant Agent.
13
<PAGE>
Upon the exercise of the Warrants represented by this Warrant Certificate, the
holder will receive shares of Common Stock which will, to the extent provided by
the provisions of the Rights Agreement between the Company and Chemical Bank, as
successor to Manufacturers Hanover Trust Company (the "Rights Agent"), dated as
of February 28, 1989 (the "Rights Agreement"), entitle the holder to certain
Rights. The terms of the Rights Agreement are hereby incorporated herein by
reference and a copy of the Rights Agreement is on file at the principal offices
of the Company. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no
longer be evidenced by the certificate representing shares of Common Stock. The
Company or the Rights Agent will mail to the holder of this certificate a copy
of the Rights Agreement, as in effect on the date of mailing, without charge
promptly after receipt of a written request therefor. Except as may be
otherwise provided in the Rights Agreement, any shares of Common Stock issued
prior to the Distribution Date (as defined in the Rights Agreement) will be
issued with Rights. Under certain circumstances set forth in the Rights
Agreement, Rights issued to, or held by, any Person who is, was or becomes an
Acquiring Person, an Adverse Person or any Affiliate or Associate thereof (as
such terms are defined in the Rights Agreement), whether currently held by or on
behalf of such Person or by any subsequent holder, may become null and void.
14
<PAGE>
EXHIBIT 5
<PAGE>
(LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM APPEARS HERE)
November 28, 1994
Board of Directors
Shawmut National Corporation
777 Main Street
Hartford, Connecticut 06115
Re: Shawmut National Corporation Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Shawmut National Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 (together with any amendments thereto, the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission"). The Registration Statement relates to the
issuance and sale from time to time, pursuant to Rule 415 of the General Rules
and Regulations promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), of up to 1,329,115 shares of its common stock, $.01 par value
(the "Common Stock"), together with an equal number of rights to purchase units
of Series A Junior Participating Preferred Stock associated therewith (the
"Rights"), upon exercise of Warrants (the "Warrants") issued pursuant to a
Warrant Agreement, dated as of January 7, 1994 (the "Warrant Agreement"),
between the Company and Chemical Bank, as Warrant Agent, initially at an
exercise price of $22.11 per share (the "Exercise Price"), subject to adjustment
as provided in the Warrant Agreement.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act in connection with the
Registration Statement.
We have examined (i) the Registration Statement filed with the
Commission on November 28, 1994; (ii) the Warrant Agreement (including the form
of Warrant attached thereto); (iii) the form of certificates to be used to
represent the Common Stock (and the Rights); (iv) the Certificate of
Incorporation and By-Laws of the Company as amended to date; (v) resolutions
adopted by the Board of Directors of the Company relating to the issuance of the
shares of Common Stock and the Rights and the Warrants; and (vi) the Rights
Agreement, dated as of February 28, 1989 (the "Rights Agreement"), between the
Company and Manufacturers Hanover Trust Company, as Rights Agent. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity for all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Company, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect of such documents
of such parties. As to any facts material to the opinions expressed herein
which were not independently established or verified, we have relied upon oral
or written statements or representations of officers and other representatives
of the Company and others.
Members of our firm are admitted to the Bar in the State of Delaware
and we do not express any opinion as to the laws of any other jurisdiction. The
Common Stock, together with the Rights, may be issued from time to time on a
delayed or continuous basis, and this opinion is limited to those laws, rules
and regulations as are in effect on the date hereof.
Based upon and subject to the foregoing, we are of the opinion that
when (i) the Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective and (ii) certificates
representing the shares of Common Stock are duly executed, countersigned,
registered and delivered upon payment of the Exercise Price, (a) the shares of
Common Stock issuable upon exercise of the Warrants, when issued and sold in
accordance with the Warrant Agreement, will be duly authorized, validly issued,
fully paid and nonassessable and (b) the Rights will be duly authorized, and
when issued as described in the Registration Statement and in accordance with
the terms of the Rights Agreement, validly issued.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. We also consent to the reference to
our firm under the heading "Validity of Common Stock" in the Registration
Statement. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
(SIGNATURE OF SKADDEN, ARPS, SLATE, MEAGHER &
FLOM APPEARS HERE)
1
<PAGE>
EXHIBIT 23(b)
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 of Shawmut National
Corporation of our report dated January 19, 1993 appearing on page F-3 of
Shawmut National Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993 and our report dated January 19, 1994, except as to Note 2 as
to which the date is July 28, 1994, appearing on page 8 of the Current Report on
Form 8-K of Shawmut National Corporation dated August 2, 1994. We also consent
to the reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Hartford, Connecticut
November 28, 1994
