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): August 23, 1995
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 23 pages
ITEM 5. OTHER EVENTS
Pending Merger
As previously reported, Shawmut National
Corporation ("Shawmut") and Fleet Financial Group,
Inc. ("Fleet") have entered into an Agreement and
Plan of Merger dated February 20, 1995 (the
"Merger Agreement") providing for the merger of
Shawmut with and into Fleet (the "Merger").
On August 23, 1995, Fleet and Shawmut issued joint
press releases announcing their detailed
divestiture proposal following extensive
negotiations with regulators. The plan is subject
to final approval by the Federal Reserve Board
when it finally considers Fleet's application to
merge with Shawmut later this year. Copies of the
press releases are filed as exhibits hereto and
are incorporated by reference.
For additional information regarding the Merger,
see Shawmut's Current Reports on Form 8-K dated
February 20, 1995, April 13, 1995, May 25, 1995,
June 21, 1995, and August 17, 1995.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
The following exhibits are filed with this
Current Report on Form 8-K:
EXHIBIT
NUMBER DESCRIPTION
- ---------- -----------
99.1 Joint Press Release of Fleet Financial
Group, Inc. and Shawmut National
Corporation, dated August 23, 1995,
entitled "Fleet and Shawmut Announce
Divestiture Proposal Following
Discussions with Regulators --Plan
Guidelines Developed that Foster
Competition, Preserve Jobs and Continue
Meeting Customer Needs Throughout
Region."
<PAGE> -2-
99.2 Joint Press Release of Fleet Financial
Group, Inc. and Shawmut National
Corporation, dated August 23, 1995,
entitled "Fleet and Shawmut Announce
Divestiture Proposal Following
Discussions with Federal Reserve, U.S.
Department of Justice, and Attorney
General -- Plan Guidelines Developed
that Foster Competition, Preserve Jobs
and Continue Meeting Customer Needs
Throughout Connecticut."
99.3 Joint Press Release of Fleet Financial
Group, Inc. and Shawmut National
Corporation, dated August 23, 1995,
entitled "Fleet and Shawmut Announce
Divestiture Proposal Following
Discussions with Federal Reserve, U.S.
Department of Justice, and Attorney
General -- Plan Guidelines Developed
that Foster Competition, Preserve Jobs
and Continue Meeting Customer Needs
Throughout Massachusetts."
99.4 Joint Press Release of Fleet Financial
Group, Inc. and Shawmut National
Corporation, dated August 23, 1995,
entitled "Divestiture Proposal for New
Hampshire Announced by Fleet and Shawmut
-- Plan Guidelines Developed that Foster
Competition, Preserve Jobs and Continue
Meeting Customer Needs Throughout New
Hampshire."
99.5 Joint Press Release of Fleet Financial
Group, Inc. and Shawmut National
Corporation, dated August 23, 1995,
entitled "Divestiture Proposal for Rhode
Island Announced by Fleet and Shawmut --
Plan Guidelines Developed that Foster
Competition, Preserve Jobs and Continue
Meeting Customer Needs Throughout Rhode
Island."
<PAGE> -3-
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: (Susan E. Lester)
--------------------------
Susan E. Lester
Chief Financial Officer and
Executive Vice President
Dated: August 30, 1995
<PAGE> -4-
EXHIBIT 99.1
FLEET FINANCIAL SHAWMUT NATIONAL
GROUP, INC. CORPORATION
Contacts: Meg Pier Vincent Loporchio
Fleet Financial Group Shawmut National Corporation
401/278-3003 617/292-3239
Fleet and Shawmut Announce Divestiture Proposal
Following Discussions with Regulators
Plan Guidelines Developed that Foster Competition, Preserve Jobs and
Continue Meeting Customer Needs Throughout Region
Providence, Rhode Island, August 23, 1995 -- Fleet Financial
Group and Shawmut National Corporation today announced their
detailed divestiture proposal following extensive negotiations
with the Federal Reserve, U.S. Department of Justice, Connecticut
Attorney General Richard Blumenthal and Massachusetts Attorney
General Scott Harshbarger.
The plan is subject to final approval by the Federal Reserve
Board when it finally considers Fleet's application to merge with
Shawmut later this year. It addresses the issues previously
raised by Blumenthal and Harshbarger that the package be fair and
beneficial to consumers and businesses in Connecticut and
Massachusetts, where there is substantial overlap.
"The divestiture discussions centered around three primary
objectives: first, to foster a strong competitive environment;
secondly, to ensure the availability of robust resources for
small- and medium-sized businesses; and third, in cooperation
with Attorneys General Blumenthal and Harshbarger, to enhance the
overall marketplace commitments to community reinvestment and
local economic development initiatives," said Anne Slattery,
Fleet Financial Group senior vice president and head of consumer
and small business activities for the new entity.
- -more-
<PAGE> 5
Fleet/Shawmut Divestiture
Page 2
"Our selection of buyers will be based on preservation of
jobs and several other points, including price and ease of
systems conversion. We are especially interested in identifying
buyers who exhibit a concern for the community and sensitivity to
customer and employee needs," said Slattery. In addition, buyers
must be acceptable to the Federal Reserve Board and the
Department of Justice.
In addition to these objectives, Fleet believes that the
plan also meets concerns on the part of the Department of
Justice, that primarily Shawmut branches be divested, and that
the packages be divested to a single buyer in most markets, if
possible. The Justice Department believes that if Shawmut
branches rather than Fleet are divested, there will be less
customer run-off at the divested branches. Many potential buyers
have expressed interest in the proposed divestitures since the
institutions announced the merger.
Divestiture Figures
Following is a summary by state of the deposits to be
divested:
Number Estimated
of Branches Deposits
(6/30/94 - 000 omitted)
Massachusetts 18 $ 884,300
Connecticut 28 $ 1,641,500
Rhode Island 13 $ 504,300
New Hampshire 5 $ 210,200
64 $ 3,240,300
Community Dialogue
Fleet and Shawmut will continue discussions with the
Attorneys General in Connecticut and Massachusetts on issues of
concern relating to the merged institution.
- -more-
<PAGE> 6
Fleet/Shawmut Divestiture
Page 3
Agnes J. Bundy, Fleet's director of community development,
explained that community involvement would remain a primary
objective now and after the merger transaction is completed and
branches are divested. "Even though we are divesting some
branches, we remain committed to our state and local communities,
and our record will remain strong," said Bundy. "In fact, Fleet
has committed to maintain the same combined Fleet-Shawmut levels
of low- to middle-income lending (LMI) and charitable
contributions in these markets for the next two years."
Customer Concerns
"We would like nothing more than to continue to serve all of
the current customers now served by Fleet and Shawmut. However,
that is not possible due to the divestiture," Slattery said. "We
are committed to working very closely with the prospective buyers
to ensure a smooth transition for all customers involved --
whether retail, small business, community or commercial. Our
customers will receive an update on the situation shortly."
After the merger with Shawmut National Corporation, the
Fleet Financial Group (FFG) will be a New England-based $81
billion diversified financial services company listed on the New
York Stock Exchange (NYSE-FLT). FFG's lines of business will
include commercial and consumer banking, mortgage banking,
consumer finance, asset-based lending, equipment leasing,
investment management services and student loan processing.
# # #
<PAGE> 7
EXHIBIT 99.2
FLEET FINANCIAL SHAWMUT NATIONAL
GROUP, INC. CORPORATION
Contacts: Meg Pier Vincent Loporchio
Fleet Financial Group Shawmut National Corporation
401/278-3003 617/292-3239
Fleet and Shawmut Announce Divestiture Proposal
Following Discussions with Federal Reserve,
U. S. Department of Justice, and Attorney General
Plan Guidelines Developed that Foster Competition, Preserve Jobs and
Continue Meeting Customer Needs Throughout Connecticut
Providence, Rhode Island, August 23, 1995 -- Fleet Financial
Group and Shawmut National Corporation today announced their
detailed divestiture proposal for Connecticut following extensive
negotiations with the Federal Reserve, Justice Department
officials, and Connecticut Attorney General Richard Blumenthal.
The plan is subject to final approval by the Federal Reserve
Board when it finally considers Fleet's application to merge with
Shawmut later this year. It addresses the issues raised by
Blumenthal that the package be fair and beneficial to consumers
and businesses in Connecticut.
Connecticut is one of four New England states in which a
combined total of $3.2 billion (as of 6/30/94) of deposits will
be sold to allow the merged institution to meet federal fair
competition rules. In Connecticut, 28 branches with a total of
$1.64 billion in deposits will be divested.
"The divestiture discussions centered around three primary
objectives: first, to foster a strong competitive environment;
secondly, to ensure the availability of robust resources for
small- and medium-sized businesses; and third, in cooperation
with Attorney General Blumenthal, to enhance the overall
marketplace commitments to community reinvestment and local
economic development initiatives," said Anne Slattery, Fleet
Financial Group senior vice president and head of consumer and
small business activities for the new entity.
- -more-
<PAGE> 8
Fleet/Shawmut Divestiture
Page 2
"Our selection of buyers will be based on preservation of
jobs and several other points, including price and ease of
systems conversion. We are especially interested in identifying
buyers who exhibit concern for the community and sensitivity to
customer and employee needs," said Slattery. In addition, buyers
must be acceptable to the Federal Reserve Board and the
Department of Justice.
In addition to these objectives, Fleet believes that the
plan also meets concerns on the part of the Department of
Justice, that primarily Shawmut branches be divested, and that
the packages be divested to a single buyer in most markets, if
possible. The Justice Department believes that if Shawmut
branches rather than Fleet are divested, there will be less
customer run-off at the divested branches. Many potential buyers
have expressed interest in the proposed divestitures since the
institutions announced the merger.
"This plan takes into consideration the special needs of
Connecticut. By addressing the need to preserve jobs and see to
it that small- to medium-sized businesses have access to
sufficient credit and related financial services, Fleet and
Shawmut are demonstrating our continuing support for the state,"
said Eileen S. Kraus, president of Shawmut Bank Connecticut and,
following the merger, chairman of Fleet Bank-CT. "During the
divestiture process, we are looking for buyers who exhibit our
same concern for the community and have the ability and desire to
meet customer and employee needs."
Community Support
"Although we are divesting some branches in Connecticut, we
are maintaining our commitment to the communities of the state,"
said Kraus. "In fact, Fleet has committed to maintain current
combined Fleet-Shawmut levels of low- to middle-income lending
(LMI) and charitable contributions in Connecticut for the next
two years."
In addition to these commitments, Fleet and Shawmut will
continue discussions with Attorney General Blumenthal to ensure
his satisfaction with the institution's continuing commitment to
economic development and community reinvestment initiatives in
the state.
- -more-
<PAGE> 9
Fleet/Shawmut Divestiture
Page 3
Customer Concerns
"We are committed to working very closely with the
prospective buyers to ensure a smooth transition for all
customers involved -- whether retail, small business, community
or commercial," Slattery said. "Our customers will receive an
update on the situation shortly, but until then, we are happy to
answer any questions customers may have."
After the merger with Shawmut National Corporation, the
Fleet Financial Group (FFG) will be a New England-based $81
billion diversified financial services company listed on the New
York Stock Exchange (NYSE-FLT). FFG's lines of business will
include commercial and consumer banking, mortgage banking,
consumer finance, asset-based lending, equipment leasing,
investment management services and student loan processing.
# # #
EDITOR'S NOTE: Attached is a list of Connecticut branches
scheduled to be divested.
<PAGE> 10
FLEET FINANCIAL GROUP/SHAWMUT NATIONAL CORPORATION
Connecticut Divestiture News Release Attachment
List of Connecticut Branches to be Sold
8/23/95
Branch (Fleet/Shawmut) Address & Town
BRANCH NAME (F/S) ADDRESS
Bishops Corner (F) 726 North Main St., West Hartford
Brooklyn (F) 580 Providence Rd., Route 6, Brooklyn
Essex (F) 20 Main St., Essex
Westbrook (F) 1238 Boston Post Rd., Westbrook
Bloomfield (S-NE*) 782 Park Ave., Bloomfield
Burr Corners (S-NE*) 1147 Tolland Turnpike, Manchester
Farmington Valley Mall (S-NE*) 530 Bushy Hill Rd., Simsbury
Northeast Plaza (S-NE*) 50 State House Square, Hartford
Berlin (S) 40 Webster Square Rd., Berlin
Bristol (S) 594 Farmington Ave., Bristol
City Place (S) 185 Asylum St., Hartford
Cromwell (S) 5 Coles Rd., Cromwell
East Hartford (S) 1085 Main St., East Hartford
Elmwood (S) 1114 New Britain Ave., West Hartford
Enfield (S) 50 Freshwater Blvd., Enfield
Farmington Village (S) High Street, Farmington
Glastonbury (S) 141 Hebron Dr., Glastonbury
Middle Turnpike (S) 320 Middle Turnpike West, Manchester
Middletown Central (S) 363 Main St., Middletown
Newington Plaza (S) 3180 Berlin Turnpike, Newington
Northwest (S) 410 Homestead Ave., Hartford
Silas Deane (S) 1039 Silas Deane Highway, Wethersfield
Simsbury (S) 690 Hopmeadow St., Simsbury
Southington (S) 132 Main St., Southington
West Hartford Center (S) 65 La Salle Rd., West Hartford
West Main (S) 741 West Main St., New Britain
Wethersfield Avenue (S) 655 Wethersfield Ave., Hartford
Windsor Center (S) 270 Broad St., Windsor
* NE - Former Northeast Savings
<PAGE> 11
EXHIBIT 99.3
FLEET FINANCIAL SHAWMUT NATIONAL
GROUP, INC. CORPORATION
Contacts: Meg Pier Vincent Loporchio
Fleet Financial Group Shawmut National Corporation
401/278-3003 617/292-3239
Fleet and Shawmut Announce Divestiture Proposal
Following Discussions with Federal Reserve,
U. S. Department of Justice and Attorney General
Plan Guidelines Developed that Foster Competition, Preserve Jobs and
Continue Meeting Customer Needs Throughout Massachusetts
Providence, Rhode Island, August 23, 1995 -- Fleet Financial
Group and Shawmut National Corporation today announced their
detailed divestiture proposal for Massachusetts following
extensive negotiations with the Federal Reserve, Justice
Department officials, and Massachusetts Attorney General Scott
Harshbarger.
The plan is subject to final approval by the Federal Reserve
Board when it finally considers Fleet's application to merge with
Shawmut later this year. It addresses the issues raised by
Harshbarger that the package be fair and beneficial to consumers
and businesses in Massachusetts.
Massachusetts is one of four New England states in which a
combined total of $3.2 billion (as of 6/30/94) of deposits will
be sold to allow the merged institution to meet federal fair
competition rules. In Massachusetts, 18 branches with a total of
$884.3 million in deposits will be divested.
"The divestiture discussions centered around three primary
objectives: first, to foster a strong competitive environment;
secondly, to ensure the availability of robust resources for
small- and medium-sized businesses; and third, to enhance in
cooperation with Attorney General Harshbarger the overall
marketplace commitments to community reinvestment and local
economic development initiatives," said Anne Slattery, Fleet
Financial Group senior vice president and head of consumer and
small business activities for the new entity.
- -more-
<PAGE> 12
Fleet/Shawmut Divestiture
Page 2
"Our selection of buyers will be based on preservation of
jobs and several other points, including price and ease of
systems conversion. We are especially interested in identifying
buyers who exhibit concern for the community and sensitivity to
customer and employee needs," said Slattery. In addition, buyers
must be acceptable to the Federal Reserve Board and the
Department of Justice.
In addition to these objectives, Fleet believes that the
plan also meets concerns on the part of the Department of
Justice, that primarily Shawmut branches be divested, and that
the packages be divested to a single buyer in most markets, if
possible. The Justice Department believes that if Shawmut
branches rather than Fleet are divested, there will be less
customer run-off at the divested branches. Many potential buyers
have expressed interest in the proposed divestitures since the
institutions announced the merger.
"This plan takes into consideration the special needs of
Massachusetts. By addressing the need to preserve jobs and see
to it that small- to medium-sized businesses have access to
sufficient credit and related financial services, Fleet and
Shawmut are demonstrating our continuing support for the state,"
said John P. Hamill, president, Fleet Bank of Massachusetts.
"During the divestiture process, we are looking for buyers who
exhibit our same concern for the community and have the ability
and desire to meet customer and employee needs."
Community Support
"Although we are divesting some branches in Massachusetts,
we are maintaining our commitment to the communities of the
state," said Hamill. "In fact, Fleet has committed to maintain
current combined Fleet-Shawmut levels of low- to middle-income
lending (LMI) and charitable contributions in Massachusetts for
the next two years."
In addition to these commitments, Fleet and Shawmut will
continue discussions with Attorney General Harshbarger to ensure
his satisfaction with the institution's continuing commitment to
economic development and community reinvestment initiatives in
the state.
- -more-
<PAGE> 13
Fleet/Shawmut Divestiture
Page 3
Customer Concerns
"We are committed to working very closely with the
prospective buyers to ensure a smooth transition for all
customers involved -- whether retail, small business, community
or commercial," Slattery said. "Our customers will receive an
update on the situation shortly, but until then, we are happy to
answer any questions customers may have."
After the merger with Shawmut National Corporation, the
Fleet Financial Group (FFG) will be a New England-based $81
billion diversified financial services company listed on the New
York Stock Exchange (NYSE-FLT). FFG's lines of business will
include commercial and consumer banking, mortgage banking,
consumer finance, asset-based lending, equipment leasing,
investment management services and student loan processing.
# # #
EDITOR'S NOTE: Attached is a list of Massachusetts branches
scheduled to be divested.
<PAGE> 14
FLEET FINANCIAL GROUP/SHAWMUT NATIONAL CORPORATION
Massachusetts Divestiture News Release Attachment
List of Massachusetts Branches to be Sold
8/23/95
Branch (Fleet/Shawmut) Address & Town
BRANCH NAME (F/S) ADDRESS
Mattapoisett (F) 28 County Rd., Mattapoisett
Hadley (S) 140 Russell St., Hadley
Hampshire Plaza (S) North King Street, Northampton
Triangle Street (S) 243 Triangle St., Amherst
John Fitch Highway (S) 420 John Fitch Highway, Fitchburg
Leominster-Main Street (S) 15 North Main St., Leominster
Greenfield (S) 324 Main St., Greenfield
Lund's Corner (S) 2206 Acushnet Ave., New Bedford
New Bedford-Pleasant Street (S) 545 Pleasant St., New Bedford
South Dartmouth (S) 686 Dartmouth St., South Dartmouth
Sturbridge (S) Route 131, Sturbridge
Plaza 44 (S) 280 Winthrop St., Taunton
Auburn (S-NE*) 56 Auburn St., Auburn
Greendale (S) 460 West Boylston St., Worcester
Park Avenue (S) 295 Park Ave., Worcester
Rice Square (S) 11 Massasoit Rd., Worcester
Shrewsbury (S) 200 Boston Turnpike, Shrewsbury
Webster Square (S) 1227 Main St., Worcester
* NE - Former Northeast Savings
<PAGE> 15
EXHIBIT 99.4
FLEET FINANCIAL SHAWMUT NATIONAL
GROUP, INC. CORPORATION
Contacts: Meg Pier Vincent Loporchio
Fleet Financial Group Shawmut National Corporation
401/278-3003 617/292-3239
Divestiture Proposal for New Hampshire Announced by Fleet and Shawmut
Plan Guidelines Developed that Foster Competition, Preserve Jobs and
Continue Meeting Customer Needs Throughout New Hampshire
Providence, Rhode Island, August 23, 1995 -- Fleet Financial
Group and Shawmut National Corporation today announced a detailed
divestiture proposal for New Hampshire following discussions with
regulators on the branch divestitures needed to meet antitrust
guidelines. The plan is also subject to final approval by the
Federal Reserve Board when it finally considers Fleet's
application to merge with Shawmut later this year.
New Hampshire is one of four New England states in which a
combined total of $3.2 billion (as of 6/30/94) of deposits will
be sold to allow the merged institution to meet federal fair
competition rules. In New Hampshire, 5 branches with a total of
$210.2 million in deposits will be divested.
"The divestiture discussions centered around three primary
objectives: first, to foster a strong competitive environment;
secondly, to ensure the availability of robust resources for
small- and medium-sized businesses; and third, to enhance the
overall marketplace commitments to community reinvestment and
local economic development initiatives," said Anne Slattery,
Fleet Financial Group senior vice president and head of consumer
and small business activities for the new entity.
"Our selection of buyers will be based on the preservation
of jobs and several other points, including price and ease of
systems conversion. We are especially interested in identifying
buyers who exhibit concern for the community and sensitivity to
customer and employee needs," said Slattery. In addition, buyers
must be acceptable to the Federal Reserve Board and the
Department of Justice.
- -more-
<PAGE> 16
Fleet/Shawmut Divestiture
Page 2
In addition to these objectives, Fleet believes that the
plan also meets concerns on the part of the Department of
Justice, that primarily Shawmut branches be divested, and that
the packages be divested to a single buyer in most markets, if
possible. The Justice Department believes that if Shawmut
branches rather than Fleet are divested, there will be less
customer run-off at the divested branches. Many potential buyers
have expressed interest in the proposed divestitures since the
institutions announced the merger.
"This plan takes into consideration the special needs of New
Hampshire. By addressing the need to preserve jobs and see to it
that small- to medium-sized businesses have access to sufficient
credit and related financial services, Fleet and Shawmut are
demonstrating our continuing support for the state," said George
Russell, president of Shawmut Bank of New Hampshire. "During the
divestiture process, we are looking for buyers who exhibit our
same concern for the community and have the ability and desire to
meet customer and employee needs."
Community Support
"Although we are divesting some branches in New Hampshire,
we are maintaining our commitment to the communities of the
state," said Russell. "In fact, Fleet has committed to maintain
current combined Fleet-Shawmut levels of low- to middle-income
lending (LMI) and charitable contributions in New Hampshire for
the next two years."
Customer Concerns
"We are committed to working very closely with the
prospective buyers to ensure a smooth transition for all
customers involved -- whether retail, small business, community
or commercial," Slattery said. "Our customers will receive an
update on the situation shortly, but until then, we are happy to
answer any questions customers may have."
- -more-
<PAGE> 17
Fleet/Shawmut Divestiture
Page 3
After the merger with Shawmut National Corporation, the
Fleet Financial Group (FFG) will be a New England-based $81
billion diversified financial services company listed on the New
York Stock Exchange (NYSE-FLT). FFG's lines of business will
include commercial and consumer banking, mortgage banking,
consumer finance, asset-based lending, equipment leasing,
investment management services and student loan processing.
# # #
EDITOR'S NOTE: Attached is a list of New Hampshire branches
scheduled to be divested.
<PAGE> 18
FLEET FINANCIAL GROUP/SHAWMUT NATIONAL CORPORATION
New Hampshire Divestiture News Release Attachment
List of New Hampshire Branches to be Sold
8/23/95
Branch (Fleet/Shawmut) Address & Town
BRANCH NAME (F/S) ADDRESS
Northwest Boulevard-Nashua (S) 4 Northwest Blvd., Nashua
Littleton-Main (S) 85 Main St., Littleton
Bedford (S) Route 101 & Chestnut St., Bedford
Hanover Street (S) 156 Hanover St., Manchester
South Willow (S) 1255 South Willow St., Manchester
<PAGE> 19
EXHIBIT 99.5
FLEET FINANCIAL SHAWMUT NATIONAL
GROUP, INC. CORPORATION
Contacts: Meg Pier Vincent Loporchio
Fleet Financial Group Shawmut National Corporation
401/278-3003 617/292-3239
Divestiture Proposal for Rhode Island Announced by Fleet and Shawmut
Plan Guidelines Developed that Foster Competition, Preserve Jobs and
Continue Meeting Customer Needs Throughout Rhode Island
Providence, Rhode Island, August 23, 1995 -- Fleet Financial
Group and Shawmut National Corporation today announced a detailed
divestiture proposal for Rhode Island following discussions with
regulators on the branch divestitures needed to meet antitrust
guidelines. The plan is also subject to final approval by the
Federal Reserve Board when it finally considers Fleet's
application to merge with Shawmut later this year.
Rhode Island is one of four New England states in which a
combined total of $3.2 billion (as of 6/30/94) of deposits will
be sold to allow the merged institution to meet federal fair
competition rules. In Rhode Island, 13 branches with a total of
$504.3 million in deposits will be divested.
"The divestiture discussions centered around three primary
objectives: first, to foster a strong competitive environment;
secondly, to ensure the availability of robust resources for
small- and medium-sized businesses; and third, to enhance the
overall marketplace commitments to community reinvestment and
local economic development initiatives," said Anne Slattery,
Fleet Financial Group senior vice president and head of consumer
and small business activities for the new entity.
"Our selection of buyers will be based on the preservation
of jobs and several other points, including price and ease of
systems conversion. We are especially interested in identifying
buyers who exhibit concern for the community and sensitivity to
customer and employee needs," said Slattery. In addition, buyers
must be acceptable to the Federal Reserve Board and the
Department of Justice.
- -more-
<PAGE> 20
Fleet/Shawmut Divestiture
Page 2
In addition to these objectives, Fleet believes that the
plan also meets concerns on the part of the Department of
Justice, that primarily Shawmut branches be divested, and that
the packages be divested to a single buyer in most markets, if
possible. The Justice Department believes that if Shawmut
branches rather than Fleet are divested, there will be less
customer run-off at the divested branches. Many potential buyers
have expressed interest in the proposed divestitures since the
institutions announced the merger.
"This plan takes into consideration the special needs of
Rhode Island. By addressing the need to preserve jobs and see to
it that small- to medium-sized businesses have access to
sufficient credit and related financial services, Fleet and
Shawmut are demonstrating our continuing support for the state,"
said Eileen S. Kraus, president of Shawmut Bank Connecticut, with
responsibility for Shawmut's Rhode Island franchise. "During the
divestiture process, we are looking for buyers who exhibit our
same concern for the community and have the ability and desire to
meet customer and employee needs."
Community Support
"Although we are divesting some branches in Rhode Island, we
are maintaining our commitment to the communities of the state,"
said Kraus. "In fact, Fleet has committed to maintain current
combined Fleet-Shawmut levels of low- to middle-income lending
(LMI) and charitable contributions in Rhode Island for the next
two years."
Customer Concerns
"We are committed to working very closely with the
prospective buyers to ensure a smooth transition for all
customers involved -- whether retail, small business, community
or commercial," Slattery said. "Our customers will receive an
update on the situation shortly, but until then, we are happy to
answer any questions customers may have."
- -more-
<PAGE> 21
Fleet/Shawmut Divestiture
Page 3
After the merger with Shawmut National Corporation, the
Fleet Financial Group (FFG) will be a New England-based $81
billion diversified financial services company listed on the New
York Stock Exchange (NYSE-FLT). FFG's lines of business will
include commercial and consumer banking, mortgage banking,
consumer finance, asset-based lending, equipment leasing,
investment management services and student loan processing.
# # #
EDITOR'S NOTE: Attached is a list of Rhode Island branches
scheduled to be divested.
<PAGE> 22
FLEET FINANCIAL GROUP/SHAWMUT NATIONAL CORPORATION
Rhode Island Divestiture News Release Attachment
List of Rhode Island Branches to be Sold
8/23/95
Branch (Fleet/Shawmut) Address & Town
BRANCH NAME (F/S) ADDRESS
Atwood Avenue (S) 383 Atwood Ave., Cranston
Barrington (S) 326 County Rd., Barrington
Centreville (S) 1062 Centreville Rd., Warwick
Coventry (S) Route 117, Coventry
East Providence (S) 195 Taunton Ave., East Providence
Governor Francis (S) 1300 Warwick Ave., Warwick
Johnston (S) 1440 Hartford Ave., Johnston
Park Avenue (S) 1047 Park Ave., Cranston
Smithfield (S) 445 Putnam Pike, Smithfield
South Broadway (S) 999 South Broadway, East Providence
Turks Head (S) 1 Turks Head Place, Providence
Warwick Mall (S) 233 Lambert Lind Highway, Warwick
Wayland Square (S) 144 Medway St., Providence
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