SHAWMUT NATIONAL CORP
8-K, 1994-04-29
NATIONAL COMMERCIAL BANKS
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                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549


                                   Form 8-K

                                CURRENT REPORT


                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): April 28, 1994

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

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

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

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

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

                        Exhibit Index located on Page 4


      ITEM 5.  OTHER EVENTS.

                On April 28, 1994, the Board of Governors of the Federal
      Reserve System approved the application of Shawmut National
      Corporation ("Shawmut") to acquire all of the outstanding voting
      shares of New Dartmouth Bank.

                A copy of Shawmut's press release announcing such
      approval is attached hereto as Exhibit 99 and is incorporated
      herein by reference.

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

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

           EXHIBIT
           NUMBER              DESCRIPTION

           99             Press Release of Shawmut National Corporation,
                          dated April 28, 1994.


                                  SIGNATURES

                Pursuant to the requirements of the Securities Exchange
      Act of 1934, the registrant has duly caused this report to be
      signed on its behalf by the undersigned hereunto duly authorized.

                               SHAWMUT NATIONAL CORPORATION

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

      Dated:  April 29, 1994


                                 EXHIBIT INDEX

      EXHIBIT                                                      PAGE
      NUMBER              DESCRIPTION                             NUMBER

      99        Press Release of Shawmut National Corporation,       5
                dated April 28, 1994.





   [Shawmut National
   Corporation Logo]

   Contact:

   Robert L. Guenther       FOR IMMEDIATE RELEASE    Brent S. Di Giorgio
   (203) 240-1267                                    (203) 240-7632

                    SHAWMUT RECEIVES REGULATORY APPROVAL
                       FOR NEW DARTMOUTH ACQUISITION

   HARTFORD, Conn., and BOSTON, Mass., April 28, 1994--Shawmut National
   Corporation (NYSE: SNC) announced today that it has received
   regulatory approval from the Board of Governors of the Federal Reserve
   System to acquire New Dartmouth Bank of Manchester, New Hampshire.

   The transaction is expected to close June 6, when the bank will be
   renamed Shawmut Bank NH.

   "We're pleased with the Federal Reserve action on our New Dartmouth
   application," said Joel B. Alvord, chairman and chief executive
   officer of Shawmut National Corporation.  "But even more important
   than our pleasure with the decision is our confidence in knowing that
   the Fed has been fully satisfied with Shawmut's lending performance. 
   The positive Fed action allows us to proceed with our plans to make
   New England's finest banking franchise even stronger."

   Robert Keller, New Dartmouth president and chief executive officer,
   said, "This merger with Shawmut will provide our customers with new
   products and services that could only be made available by the union
   of New Dartmouth with a larger institution.  We're pleased to join
   forces with Shawmut to form New Hampshire's premier bank."

   Under terms of the acquisition agreement, each share of New Dartmouth
   common stock will be exchanged for Shawmut National common stock
   having a value of $310.95 plus 177 percent of New Dartmouth's adjusted
   net income per fully diluted share from October 1, 1993 through the
   closing date.  The transaction is valued at approximately $150
   million.  As part of the transaction, Shawmut will acquire loan loss
   protections provided to New Dartmouth by the FDIC through October,
   1994.

   Shawmut National Corporation also has pending agreements to acquire
   Peoples Bancorp of Worcester, Inc. in Worcester, Massachusetts;
   Gateway Financial Corporation of Norwalk, Connecticut; Cohasset
   Savings Bank of Cohasset, Massachusetts; and West Newton Savings Bank
   of West Newton, Massachusetts.

   As of March 31, Shawmut National Corporation had assets of $27.4
   billion.  Shawmut National is a superregional bank holding company
   with more than 250 branches and 450 ATM's in Connecticut,
   Massachusetts and Rhode Island.  Shawmut National is a leading
   provider of financial services to consumers and small- to medium-sized
   businesses in the region.  It also provides financial services to
   corporate customers, correspondent banks, and government units
   throughout New England and in select national markets.




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