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): June 13, 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 No.)
Incorporation)
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)
Page 1 of 8
Exhibit Index located on Page 4
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ITEM 5. OTHER EVENTS.
On June 13, 1994, Shawmut National Corporation issued
a press release relating to its proposed acquisition of
Northeast Federal Corp. A copy of the press release is
attached hereto as Exhibit 99 and is incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
The following exhibits are filed with this Current
Report on Form 8-K:
EXHIBIT
NUMBER DESCRIPTION
99 Press Release of Shawmut National Corporation,
dated June 13, 1994.
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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: (Joel B. Alvord)
----------------------------
Joel B. Alvord
Chairman and Chief Executive
Officer
Dated: June 13, 1994
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NUMBER
NUMBER
99 Press Release of the Company,
dated June 13, 1994 5
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EXHIBIT 99
SHAWMUT 777 Main Street
NATIONAL Hartford, Connecticut 06115
CORPORATION One Federal Street
Boston, Massachusetts 02211
Contact: FOR IMMEDIATE RELEASE Investor Contact:
Media Contacts:
Brent S. Di Giorgio, Shawmut Thomas R. Rice
(203) 986-7632 (203) 986-4872
Laurie Norris, Northeast
(203) 280-1043
SHAWMUT NATIONAL CORPORATION TO ACQUIRE NORTHEAST FEDERAL
CORP. FOR $172.1 MILLION
HARTFORD, Conn. and BOSTON, Mass., June 13, 1994 -- Shawmut
National Corporation (NYSE:SNC) today announced a
definitive agreement to purchase the $3.6 billion-asset
Northeast Federal Corp. (NYSE: NSB), parent of Northeast
Savings F.A. , for $172.1 million, or $10.875 per fully
diluted share.
Today's acquisition announcement is separate from the cash
transaction announced February 10, 1994 in which Shawmut
agreed to purchase 10 Northeast branches located in
Massachusetts and Rhode Island. That earlier 10-branch
transaction closed on Saturday, June 11.
As a result of the transaction announced today, Shawmut will
acquire 17 offices in New York, eight offices in
Massachusetts, and eight offices in Connecticut.
This latest transaction is structured as a tax-free merger,
with Northeast Federal shareholders to receive .456 shares
of Shawmut National stock for each Northeast Federal share.
The exchange ratio of Shawmut shares will be adjusted to
preserve a value of $10.875
-more-
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Shawmut National to Acquire
Northeast Federal Corporation
For $172.1 Million
Page Two
per Northeast Federal share, up to a maximum exchange ratio
of .507 and a minimum exchange ratio of .415 to reflect the
average closing price of Shawmut stock for the 15 trading
days ending on the trading day immediately prior to the day
on which the last regulatory approval has been obtained and
all statutory waiting periods have expired. The transaction
is expected to be accounted for using purchase accounting.
Shawmut expects to close this latest transaction in the
fourth quarter of this year.
"The acquisition of Northeast Federal gives Shawmut its
first branches outside of New England," said Joel B. Alvord,
chairman and chief executive officer of Shawmut National
Corporation. "By establishing an attractive presence in New
York, where more than half of these branches are located,
this acquisition advances Shawmut's strategy of diversifying
our business profile beyond New England. In the greater
Albany market, Shawmut will have the number one or two
market share in five of the eight towns served by Northeast.
The acquisition is expected to be accretive to Shawmut's
1995 earnings, making the deal attractive to both Shawmut
and Northeast shareholders."
-more-
<PAGE> 6
Shawmut National to Acquire
Northeast Federal Corporation
For $172.1 Million
Page Three
"We are pleased to join forces with a premier New England
financial institution," said Kirk W. Walters, chairman,
president, and chief executive officer of Northeast Federal
Corp. "Our board of directors believes this transaction
provides an excellent return to our stockholders. Our
customers will benefit from the added convenience of
Shawmut's substantial retail network and broad product
line."
The transaction does not include four California branches
Northeast agreed to sell to Home Savings of America in
Irwindale, California. Nor does the transaction include the
sale of a single Cape Cod branch Northeast agreed to sell to
Sandwich Cooperative several months ago.
The agreement is subject to the approval of Northeast
shareholders and to the approval of regulatory agencies.
With assets of $30 billion, Shawmut National Corporation is
a superregional bank holding company with a franchise of
over 300 branches and nearly 500 ATMs in four New England
states: Connecticut, Massachusetts, New Hampshire, and
Rhode Island. It is a leading provider of financial
services to consumers and small- to medium-sized businesses.
It also
-more-
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Shawmut National to Acquire
Northeast Federal Corporation
For $172.1 Million
Page Four
provides financial services to corporate customers,
correspondent banks, and government units throughout New
England and in select national markets.
Northeast Federal Corp., with approximately $3.6 billion in
assets, $2.5 billion in deposits, and $1.0 billion in loans,
is one of the largest thrifts in New England.
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