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): February 7, 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 Codes)
(617) 292-2000
(203) 986-2000
Registrant's telephone numbers, including area codes:
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Shawmut National Corporation (the "Company") filed a
Certificate of Increase of Series A Junior Participating
Preferred Stock with the state of Delaware on February 6, 1995.
In addition, the Company announced in a press release
entitled "Shawmut National Corporation Completes
Acquisition of Barclays Business Credit" the completion of
the acquisition of the assets and business of Barclays
Business Credit, the U.S. commercial finance operation of
Barclays PLC, for a cash premium of $290 million.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) The following exhibits are filed with this
Current Report on Form 8-K:
EXHIBIT
NUMBER DESCRIPTION
3.1 Certificate of Increase of Series A Junior
Participating Preferred Stock.
99.1 Press Release entitled "Shawmut National
Corporation Completes Acquisition of
Barclays Business Credit."
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report
to be signed on its behalf by the undersigned, thereunto
duly authorized.
SHAWMUT NATIONAL CORPORATION
By: /s/ Joel B. Alvord
Name: Joel B. Alvord
Title: Chairman and Chief
Executive Officer
Dated February 7, 1995
EXHIBIT LIST
3.1 Certificate of Increase of Series A Junior
Participating Preferred Stock.
99.1 Press Release entitled "Shawmut National
Corporation Completes Acquisition of Barclays
Business Credit."
EXHIBIT 3.1
SHAWMUT NATIONAL CORPORATION
____________________________
CERTIFICATE OF INCREASE OF SERIES A JUNIOR
PARTICIPATING PREFERRED STOCK
Pursuant to Section 151 of the
General Corporation Law of the
State of Delaware
We, J. Michael Shepherd and Harriet Munrett
Wolfe, being Executive Vice President, General Counsel and
Secretary and Assistant Secretary, respectively, of Shawmut
National Corporation, a Delaware Corporation (the
Corporation ), pursuant to resolutions of the Board of
Directors of the Corporation adopted January 26, 1995 at a
duly constituted meeting, hereby certify:
FIRST: That the Corporation filed a Certificate
of Designation, Preferences and Rights on March 7, 1989
creating a series of 1,500,000 shares of Preferred Stock
and designating it as "Series A Junior Participating
Preferred Stock."
SECOND: That the Corporation s Certificate of
Designation, Preferences and Rights is hereby amended to
increase the number of shares constituting the Series A
Junior Participating Preferred Stock from 1,500,000 to
3,000,000.
THIRD: That the foregoing Amended Certificate of
Designation, Preferences and Rights has been duly adopted
in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, we have caused this
Certificate to be signed and attested by the Corporation s
duly authorized officers this 3rd day of February, 1995.
CORPORATE SEAL
/s/ J. Michael Shepherd
__________________________
Name: J. Michael Shepherd
Title: Executive Vice President,
General Counsel and Secretary
ATTEST:
/s/ Harriet Munrett Wolfe
_____________________________
Name: Harriet Munrett Wolfe
Assistant Secretary
EXHIBIT 99.1
Shawmut [trademark Logo depicting 777 Main Street
National Chief Obbatinewat] Hartford, Connecticut 06115
Corporation
One Federal Street
Boston, Massachusetts 02211
Contact:
News Media Contact: Investor Contact:
Vincent Loporchio Thomas R. Rice
(617)292-3239 (203)986-4872
SHAWMUT NATIONAL CORPORATION COMPLETES
ACQUISITION OF BARCLAYS BUSINESS CREDIT
BOSTON, MASS. AND HARTFORD, CONN., FEBRUARY 1,
1995 -- Shawmut National Corporation (NYSE:SNC) today
announced the completion of the previously disclosed
acquisition of the assets and business of Barclays Business
Credit, the U.S. commercial finance operation of Barclays
PLC, for a cash premium of $290 million.
The business will be conducted under the name of
Shawmut Capital Corporation, a subsidiary of Shawmut Bank
Connecticut, N.A.
Based in Glastonbury, Conn., Shawmut Capital
Corporation provides secured corporate financing to middle-
market companies through 16 offices -- 14 located outside of
New England. As of December 31, 1994, receivables were
approximately $2.3 billion, more than 90 percent from
borrowers outside of New England.
Barclays Business Credit had 1994 unaudited pre-
tax profits of $81 million, a return on assets of 2.3
percent, and an efficiency ratio (noninterest expenses as a
percent of revenues) of 32 percent. Pre-tax profits have
grown nearly 30 percent, and outstanding receivables have
grown 15 percent on a five-year compounded basis, while
credit quality is well above commercial finance industry
norms.
"Barclays Business Credit is a superb company with
exceptional management. Acquiring such a profitable and
geographically diversified loan portfolio has compelling
strategic and financial benefits to Shawmut," said Joel B.
Alvord, Shawmut chairman and chief executive officer. "The
transaction is immediately accretive to earnings per share
and enables us to expand our presence in the high-growth,
high-return asset-based lending business. It also reduces
Shawmut's liability sensitivity, increases the geographic
diversity of our loan portfolio and adds an established
nationwide origination capability. We are particularly
pleased that Peter Bland and his team will remain with the
company to help it achieve its full growth potential."
Shawmut National Corporation is a superregional
bank holding company with approximately $35 billion in
assets, including today's acquisition. In addition to
Barclays Business Credit's finance business, Shawmut's
acquisitions during the past year have included six banks
and a trust company.
