SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SHAWMUT NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-1212629
(State of incorporation or organization) (IRS Employer ID No.)
777 Main Street, Hartford, Connecticut 06111
One Federal Street, Boston, Massachusetts 02211
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of
the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock Subscription New York Stock Exchange
Warrants
Securities to be registered pursuant to Section 12(g) of
the Act:
None
(Title of class)
Page 1 of 28 pages
Exhibit Index appears on page 5
Item 1. Description of Registrant's Securities to be
Registered.
On October 27, 1992, the United States District
Court for the District of Connecticut approved a
settlement ("Settlement") entered into between Shawmut
National Corporation (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 Company agreed to issue
and distribute, pursuant to a Stipulation of Compromise
and Settlement (the "Stipulation") made and entered into
as of July 31, 1992, warrants (the "Warrants") to purchase
fully paid and non-assessable shares of the Common Stock,
par value $.01 per share (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 are being issued
pursuant to the Settlement and Stipulation. The Warrants
are expected to be listed on the New York Stock Exchange.
The terms and conditions of the Warrants are set out
in a Warrant Agreement (the "Warrant Agreement") between
the Company and Chemical Bank, as Warrant Agent, dated as
of January 7, 1994, the form of which is attached hereto
as Exhibit 1 and the Warrants are represented by a Warrant
Certificate, a form of which is attached to the Warrant
Agreement. 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 attached thereto, which is attached hereto as
Exhibit 1 and 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. 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 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.
Item 2. Exhibits.
The Information set forth in the Exhibit Index
is incorporated by reference herein.
SIGNATURE
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the registrant has
duly caused this registration statement to be signed on
its behalf by the undersigned officer, thereunto duly
authorized.
SHAWMUT NATIONAL CORPORATION
Date: January 7, 1994 By /s/ Raymond A. Guenter
Name: Raymond A. Guenter
Title: Executive Vice President,
General Counsel and
Secretary
Exhibit Index
Exhibit Page
1. Form of Warrant Agreement dated as of January 7, 1994
and Form of Warrant Certificate.
2. Restated Certificate of Incorporation, previously filed
and incorporated by reference to Shawmut National
Corporation's Registration Statement on Form S-4
(file no. 33-17765) filed
October 7, 1987.
3. By-laws, as amended, previously filed and incorporated
by reference to Shawmut National Corporation's Report on
Form 10-Q for the Quarter ended September 30, 1993.
4. Shareholder Rights Plan, previously filed and
incorporated by reference to Shawmut National
Corporation's Registration Statement on Form 8-A
(file no. 1-10102) filed March 7, 1989.
5. Designation of Adjustable Rate Preferred Stock,
previously filed and incorporated by reference to
Shawmut National Corporation's Registration Statement
on Form S-4 (file no. 33-17765) filed October 7, 1987.
6. Designation of 9.30% Cumulative Preferred Stock,
previously filed and incorporated by reference to
Shawmut National Corporation's Current Report on
Form 8-K dated October 27, 1992.
7. Certificate of Correction to Designation of 9.30%
Cumulative Preferred Stock, previously filed and
incorporated by reference to Shawmut National
Corporation's Form 10-Q for the Quarter ended
September 30, 1992.
8. Amended Certificate of Designation of the 9.30%
Cumulative Preferred Stock, previously filed and
incorporated by reference to Shawmut National
Corporation's Annual Report on Form 10-K
for the year ended December 31, 1992.
Exhibit A
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 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 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 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 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.
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
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 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.
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:
Exhibit A
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 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
(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
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.
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.
