SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-A/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) (I.R.S. Employer
Identification No.)
777 Main Street, Hartford, Connecticut 06115
One Federal Street, Boston, Massachusetts 02211
(Address of principal executive offices) (Zip Code)
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 20, 1995, in connection with the execution
of an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of February 20, 1995, by and between Shawmut National
Corporation ("Shawmut") and Fleet Financial Group, Inc.
("Fleet"), Shawmut executed an amendment (the "Amendment") to the
Rights Agreement, dated as of February 28, 1989, between Shawmut
and Chemical Bank, as Rights Agent (the "Rights Agreement"), in
order to (x) amend the definition of "Acquiring Person" set forth
in the Rights Agreement to provide that neither Fleet nor any of
its subsidiaries will be deemed to be an Acquiring Person by
virtue of the fact that Fleet is the Beneficial Owner (as defined
in the Rights Agreement) solely of Common Stock (as defined in
the Rights Agreement) of Shawmut (i) of which Fleet or such
subsidiary was the Beneficial Owner on February 20, 1995,
together with up to 1% more of the Common Stock of Shawmut
acquired after February 20, 1995 by Fleet's Affiliates and
Associates (as such terms are defined in the Rights Agreement),
(ii) acquired or acquirable pursuant to the grant or exercise of
the option granted pursuant to the Stock Option Agreement, dated
as of February 20, 1995, between Fleet and Shawmut, (iii) held
directly or indirectly in trust accounts, managed accounts and
the like or otherwise held in a fiduciary capacity for third
parties and (iv) held in respect of a debt previously contracted.
A copy of the Amendment is attached hereto as Exhibit 1
and is incorporated herein by reference. The foregoing
discussion does not purport to be complete and is qualified in
its entirety by reference to such Exhibit.
ITEM 2. EXHIBITS.
1. Amendment, dated as of February 20, 1995, to the
Rights Agreement, dated as of February 28, 1989,
by and between Shawmut National Corporation and
Chemical Bank, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to the registration statement to be signed on its
behalf by the undersigned hereunto duly authorized.
SHAWMUT NATIONAL CORPORATION
By: /s/ J. Michael Shepherd
J. Michael Shepherd
Executive Vice President,
General Counsel and Secretary
Dated: March 2, 1995
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
1 Amendment, dated as of February 20, 1995, to
the Rights Agreement, dated as of February
28, 1989, by and between Shawmut National
Corporation and Chemical Bank, as Rights
Agent.
AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as February 20, 1995, to the
Rights Agreement (the "Amendment"), dated as of February
28, 1989 (the "Rights Agreement"), between Shawmut
National Corporation, a Delaware corporation (the
"Company"), and Chemical Bank, a New York banking
corporation (the "Rights Agent"), as successor to
Manufacturers Hanover Trust Company, a New York banking
corporation.
WITNESSETH
WHEREAS, no Distribution Date (as defined in
Section 3(a) of the Rights Agreement) has occurred as of
the date of this Amendment; and
WHEREAS, the Board of Directors of the Company
has approved and adopted this Amendment and directed that
the proper officers take all appropriate steps to execute
and put into effect this Amendment.
NOW, THEREFORE, the parties hereby agree as
follows:
1. Section 1(a) of the Rights Agreement is
hereby amended by inserting the following phrase after
the last word and before the period at the end of the
definition of "Acquiring Person":
"; provided, however, that neither
Fleet Financial Group, a Rhode Island
corporation ("Parent"), nor any
Subsidiary of Parent shall be deemed
to be an Acquiring Person by virtue
of the fact that Parent is the
Beneficial Owner solely of Common
Stock of the Company (i) of which
Parent or such subsidiary was the
Beneficial Owner on February 20,
1995, together with up to 1% more of
the Common Stock of the Company
acquired after February 20, 1995 by
Parent's Affiliates and Associates,
(ii) acquired or acquirable pursuant
to the grant or exercise of the
option granted pursuant to the Stock
Option Agreement, dated as of
February 20, 1995, between Parent and
the Company, (iii) held directly or
indirectly in trust accounts, managed
accounts and the like or otherwise
hold in a fiduciary capacity for
third parties and (iv) held in
respect of a debt previously
contracted."
2. This Amendment shall be effective immediately
upon its execution and the Rights Agreement shall
continue in full force and effect as amended hereby.
3. Capitalized terms used in this Amendment and
not defined herein shall have the meanings assigned
thereto in the Rights Agreement.
4. This Amendment may be executed in counterparts.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered as of
the date first above written.
SHAWMUT NATIONAL CORPORATION
By: /s/ J. Michael Shepherd
Name: J. Michael Shepherd
Title: Executive Vice President &
General Counsel
CHEMICAL BANK
By: /s/ Michael A. Nespoli
Name: Michael A. Nespoli
Title: Vice President
