As filed with the Securities and Exchange Commission on October 4, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SHAWMUT NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-1212629
(State of incorporation) (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)
THRIFT AND PROFIT SHARING PLAN FOR
EMPLOYEES OF NORTHEAST SAVINGS, F.A.
(Full title of the plan)
J. Michael Shepherd, Esq.,
One Federal Street, Boston, Massachusetts 02211
(617) 292-3943
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
William S. Rubenstein, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue, New York, New York 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of Amount to Maximum Maximum Registration
Securities be Offering Price Aggregate Fee
to be Registered Per Share Offering
Registered Price
_____________ __________ ______________ __________ _____________
Participation
Interests in
the Thrift
and Profit
Sharing Plan (1) (1) (1) $100.00(2)
for Employees
of Northeast
Savings, F.A.
(1) Pursuant to Rule 416(c) under the Securities Act of
1933, as amended (the "Securities Act"), this
Registration Statement covers an indeterminate
amount of interests to be offered or sold pursuant
to the Thrift and Profit Sharing Plan for Employees
of Northeast Savings, F.A. for open market
purchases of common stock.
(2) The minimum registration fee required pursuant to
Section 6(b) of the Securities Act is being paid.
REGISTRATION STATEMENT
ON
FORM S-8
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated by reference in this Registration Statement
are the following documents filed by the registrant, SHAWMUT
NATIONAL CORPORATION, a Delaware corporation (the
"Registrant"), with the Securities and Exchange Commission
(the "Commission"):
(a) Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, as amended by a Form
10-K/A dated April 28, 1995;
(b) Registrant's Quarterly Report on Form 10-Q for
the period ended March 31, 1995 and June 30, 1995;
(c) Registrant's Current Reports on Form 8-K, dated
January 6, 1995, January 11, 1995 (as amended by a Form
8-K/A filed February 7, 1995), January 17, 1995, January
26, 1995, February 7, 1995 (as amended by a Form 8-K/A
filed April 13, 1995), February 20, 1995, February 21,
1995, April 13, 1995, April 19, 1995, May 25, 1995, June
21, 1995, July 19, 1995, August 17, 1995 and August 23,
1995; and
(d) Registrant's description of its common stock,
par value $0.01 per share (the "Common Stock"), and its
Series A Junior Participating Preferred Stock and
Preferred Stock Purchase Rights contained in Registrant's
Registration Statements on Form 8-A, as filed with the
Commission on November 29, 1988 and March 7, 1989 (as
amended by a Form 8-A/A dated March 2, 1995).
Also incorporated herein by reference is the Thrift and
Profit Sharing Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 1994, as filed by Northeast
Federal Corp.
All documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law
provides that a corporation may indemnify directors and
officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation--a "derivative action"), if they
acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends
to expenses (including attorneys' fees) incurred in connection
with the defense or settlement of such action, and the statute
requires court approval before there can be any
indemnification where the person seeking indemnification has
been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be
granted by a corporation's charter, by-laws, disinterested
director vote, stockholder vote, agreement or otherwise,
Sections 14-24 of Registrant's By-Laws provide for the
indemnification of its directors and officers as authorized by
Section 145 of the Delaware General Corporation Law.
Article Fifth of Registrant's Restated Certificate of
Incorporation provides that no director of Registrant shall be
personally liable to Registrant or its stockholders for
monetary damages for any breach of his fiduciary duty as a
director except for liability (1) for any breach of the
director's duty of loyalty to Registrant or its stockholders,
(2) for acts or omissions that are not in good faith or
involve intentional misconduct or a knowing violation of the
law, (3) under Section 174 of the Delaware General Corporation
Law or (4) for any transaction from which the director derived
an improper personal benefit.
The directors and officers of Registrant and its
subsidiaries are insured (subject to certain exceptions and
deductions) against liabilities which they may incur in their
capacity as such, including liabilities under the Securities
Act of 1933, under liability insurance policies carried by
Registrant. In addition, Registrant has entered into
indemnification agreements with the directors of Registrant
which provide that Registrant will honor its obligations
pursuant to its By-Laws within 30 days of written demand and
will, under certain circumstances, provide security for its
obligations to indemnify. Section 18(k) of the Federal
Deposit Insurance Act prohibits or limits certain types of
indemnification payments regarding proceedings instituted by
the Federal banking agencies to directors and officers as well
as other employees and individuals who are "institution-
affiliated parties."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
4.1 Restated Certificate of Incorporation, Articles
Fourth, Sixth and Seventh (incorporated by
reference to Exhibit 3(i).1 to the Corporation's
current report on Form 8-K (File No. 1-10102) filed
on December 29, 1994).
4.2 Certificate of Amendment to the Restated
Certificate of Incorporation of Shawmut National
Corporation (incorporated by reference to Exhibit
3(i).2 to the Corporation's current report on Form
8-K (File No. 1-10102) filed on December 29, 1994).
4.3 Certificate of Increase to the Restated Certificate
of Incorporation of Shawmut National Corporation
(incorporated by reference to Exhibit 3.1 to the
Corporation's current report on Form 8-K (File No.
1-10102) filed on February 7, 1995).
4.4 By-Laws, as amended, Sections 1, 2, 3, 4 and 6
(incorporated by reference to the Corporation's
current report on Form 8-K (File No. 1-10102) on
November 12, 1993).
4.5 Shareholder rights plan (incorporated by reference
to Form 8-A Registration Statement dated March 7,
1989, File No. 1-10102) amended as of February 20,
1995 (incorporated by reference to Exhibit 99.3 to
the Corporation's current report on Form 8-K (File
No. 1-10102) filed on February 28, 1995).
5 Advance determination letter, dated May 9, 1995,
from the Internal Revenue Service ("IRS") that the
plan and the amendments thereto, as submitted to
the IRS, constitute a qualified plan.
23.1 Consent of Price Waterhouse LLP (as to the
Registrant).
23.2 Consent of Price Waterhouse LLP (as to the Business
Finance Division of Barclays Business Credit,
Inc.).
23.3 Consent of Deloitte & Touche, LLP (as to
Northeast).
23.4 Consent of KPMG Peat Marwick, LLP (as to Fleet
Financial Group, Inc.).
24 Powers of Attorney (see the signature page to this
Form S-8 Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act, Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of
Connecticut, on the 4th day of October, 1995.
SHAWMUT NATIONAL CORPORATION
By /s/ Joel B. Alvord
_____________________
JOEL B. ALVORD
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
We, the undersigned officers and directors of Shawmut
National Corporation, hereby severally and individually
constitute and appoint J. Michael Shepherd, Harriet Munrett Wolfe
and each of them, the true and lawful attorneys and agents (with
full power of substitution and resubstitution in each case) of
each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-8 and all
instruments necessary or advisable in connection therewith and to
file the same with the Securities and Exchange Commission, each
of said attorneys and agents to have power to act with or without
the other and to have full power and authority to do and perform
in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as
fully and to all intents and purposes as any of the undersigned
might or could do in person, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendment and instruments.
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed below by the
following persons on behalf of the Registrant and in the
capacities indicated on October 4, 1995.
Signature Title
/s/ Joel B. Alvord Chairman, Chief Executive Officer
(JOEL B. ALVORD) and Director
(Principal Executive Officer)
/s/ Gunnar S. Overstrom, Jr. President, Chief Operating Officer
(GUNNAR S. OVERSTROM, JR.) and Director
/s/ Stillman B. Brown Director
(STILLMAN B. BROWN)
/s/ John T. Collins Director
(JOHN T. COLLINS)
__________________________ Director
(FERDINAND COLLOREDO-MANSFIELD)
/s/ Bernard M. Fox Director
(BERNARD M. FOX)
/s/ Robert J. Matura Director
(ROBERT J. MATURA)
__________________________ Director
(LOIS D. RICE)
__________________________ Director
(MAURICE SEGALL)
__________________________ Director
(SAMUEL O. THIER)
__________________________ Director
(PAUL R. TREGURTHA)
/s/ Wilson Wilde Director
(WILSON WILDE)
The Plans. Pursuant to the requirements of the Securities
Act, the trustees (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Hartford, State of Connecticut, on October 4, 1995.
THRIFT AND PROFIT SHARING PLAN
FOR EMPLOYEES OF NORTHEAST
SAVINGS, F.A.
By /s/ J. Michael Shepherd
___________________________
(J. MICHAEL SHEPHERD)
Committee Member
By /s/ Susan E. Lester
______________________________
(SUSAN E. LESTER)
Committee Member
By /s/ Susan A. Rottner
______________________________
(SUSAN A. ROTTNER)
Committee Member
LIST OF EXHIBITS
Exhibit No. Description
4.1 Restated Certificate of Incorporation, Articles Fourth,
Sixth and Seventh (incorporated by reference to Exhibit
3(i).1 to the Corporation's current report on Form 8-K
(File No. 1-10102) filed on December 29, 1994).
4.2 Certificate of Amendment to the Restated Certificate of
Incorporation of Shawmut National Corporation
(incorporated by reference to Exhibit 3(i).2 to the
Corporation's current report on Form 8-K (File No. 1-
10102) filed on December 29, 1994).
4.3 Certificate of Increase to the Restated Certificate of
Incorporation of Shawmut National Corporation
(incorporated by reference to Exhibit 3.1 to the
Corporation's current report on Form 8-K (File No. 1-
10102) filed on February 7, 1995).
4.4 By-Laws, as amended, Section 1, 2, 3, 4 and 6
(incorporated by reference to Exhibit 3 to the
Corporation's current report on Form 8-K (File No. 1-
10102) on November 12, 1993).
4.3 Shareholder rights plan (incorporated by reference to Form
8-A Registration Statement dated March 7, 1989, File No.
1-10102) amended as of February 20, 1995 (incorporated by
reference to Exhibit 99.3 to the Corporation's current
report on Form 8-K (File No. 1-10102) filed on February
28, 1995).
5 Advance determination letter, dated May 9, 1995, from the
Internal Revenue Service ("IRS") that the plan and
amendments thereto, as submitted to the IRS, is a
qualified plan.
23.1 Consent of Price Waterhouse LLP (as to the Registrant).
23.2 Consent of Price Waterhouse LLP (as to the Business
Finance Division of Barclays Business Credit, Inc.).
23.3 Consent of Deloitte & Touche, LLP (as to Northeast).
23.4 Consent of KPMG Peat Marwick, LLP (as to Fleet Financial
Group, Inc.).
24 Powers of Attorney (see the signature page to this Form
S-8 Registration Statement).
EXHIBIT 5
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
G.P.O. Box 1680
Brooklyn, N.Y. 11202
Date: May 9, 1995
Employer Identification Number:
14-1041670
File Folder Number:
063001805
Person to Contact:
Daniel Danzig
Contact Telephone Number:
(203) 253-2023
Plan Name:
THRIFT AND PROFIT SHARING PLAN
FOR EMPLOYEES OF NORTHEAST
SAVINGS F.A.
Plan Number: 011
Northeast Savings, F.A.
50 State House Square
Hartford, CT 06103
Dear Applicant:
We have made a favorable determination on your
plan, identified above, based on the information
supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its
present form will depend on its effect in operation.
(See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in
operation periodically.
The enclosed document explains the significance
of this favorable determination letter, points out some
features that may affect the qualified status of your
employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes
some events that automatically nullify it. It is very
important that you read the publication.
This letter relates only to the status of your
plan under the Internal Revenue Code. It is not a
determination regarding the effect of other federal or
local statutes.
This determination letter is applicable for the
amendment(s) adopted on December 30, 1994.
This plan has been mandatorily desegregated,
permissively aggregated, or restructured to satisfy the
nondiscrimination requirements.
This plan satisfies the nondiscrimination in
amount requirements of section 1.401(a)(4)-1(b)(2) of the
regulations on the basis of a design-based safe harbor
described in the regulations.
This letter is issued under Rev. Proc. 93-39
and considers the amendments required by the Tax Reform
Act of 1986 except as otherwise specified in this letter.
This plan satisfies the nondiscriminatory
current availability requirements of section 1.401(a)(4)-
4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all
employees in the plan's coverage group. For this
purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of
demonstrating that the plan satisfies the minimum
coverage requirements of section 410(b) of the Code.
This letter may not be relied upon with respect
to whether the plan satisfies the qualification
requirements as amended by the Uruguay Round Agreements
Act Pub. L. 103-465.
The information on the enclosed addendum is an
integral part of this determination. Please be sure to
read and keep it with this letter.
If you have questions concerning this matter,
please contact the person whose name and telephone number
are shown above.
Sincerely yours,
/s/ Herbert J. Huff
Herbert J. Huff
District Director
Enclosures
Publication 794
Reporting & Disclosure Guide
for Employee Benefits Plans
Addendum
The cash or deferred arrangement meets the requirements
of section 401(k).
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of
our report dated February 20, 1995, which appears on
page 83 of Shawmut National Corporation's Annual Report
on Form 10-K for the year ended December 31, 1994.
/s/ Price Waterhouse LLP
Hartford, Connecticut
October 3, 1995
EXHIBIT 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of
our report dated April 7, 1995 relating to the financial
statements of the Business Finance Division of Barclays
Business Credit, Inc., which appears in the Current
Report on Form 8-K of Shawmut National Corporation dated
April 13, 1995.
/s/ Price Waterhouse LLP
Hartford, Connecticut
October 3, 1995
EXHIBIT 23.3
Independent Accountants' Consent
We consent to the incorporation by reference in
this Registration Statement of Shawmut National
Corporation on Form S-8 of our report dated June 2, 1995
appearing in the Annual Report on Form 11-K of the Thrift
and Profit Sharing Plan for Employees of Northeast
Savings, F.A. for the year ended December 31, 1994.
/s/ Deloitte & Touche LLP
Hartford, Connecticut
October 2, 1995
EXHIBIT 23.4
Consent of Independent Auditors
The Board of Directors
Fleet Financial Group, Inc.
We consent to the incorporation by reference in the
registration statement on Form S-8 of Shawmut National
Corporation of our report dated January 18, 1995,
relating to the consolidated balance sheets of Fleet
Financial Group, Inc. as of December 31, 1994 and 1993
and the related consolidated statements of income,
changes in stockholders' equity and cash flows for each
of the years in the three year period ended December 31,
1994, which report is incorporated by reference in the
Current Report on Form 8-K of Shawmut National
Corporation dated April 13, 1995. Our report refers to a
change in the method of accounting for investments.
/s/ KPMG Peat Marwick LLP
Providence, Rhode Island
October 3, 1995
