SHAWMUT NATIONAL CORP
8-K, 1994-06-14
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): 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

<PAGE>                                                                     1    
             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.
             
             




<PAGE>                                                                      2

             
             
                                       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
             
             
             
             

<PAGE>                                                                      3

                                     EXHIBIT INDEX
             
             
             EXHIBIT                      DESCRIPTION            PAGE NUMBER 
             NUMBER
             
             99               Press Release of the Company, 
                               dated June 13, 1994                    5
             
             
             
             
             


<PAGE>                                                                     4

             
             




                                                                    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-
            <PAGE>                                                         5
            
            
            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-

<PAGE>                                                                     7  
            
            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.
            
            
            
            
            
                                        
<PAGE>                                                                  8


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