THIRD QUARTER 1995
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__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-10102
SHAWMUT NATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 06-1212629
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
777 Main Street, Hartford, Connecticut 06115
One Federal Street, Boston, Massachusetts 02211
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(Addresses of principal executive offices) (Zip Codes)
(203) 986-2000
(617) 292-2000
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(Registrant's telephone numbers, including area codes)
Not applicable
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(Former name, former address and former fiscal year, if
changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No .
123,040,368 shares of the registrant's common stock, par value $0.01, were
outstanding as of November 3, 1995.
__________________________________________________________________________
Total number of pages: 43
The Exhibits index, filed as a part of this report, appears on page 2.
___________________________________________________________________________
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<PAGE> 1
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
September 30 September 30
(in millions, except per share data) 1995 1994
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<S> <C> <C>
Three Months Ended
Net income $ 91.4 $ 85.3
Return on average assets 1.07 % 1.09 %
Return on average common equity 15.17 16.52
Net interest margin (taxable-equivalent ba 3.39 3.78
Efficiency ratio 60.30 62.75
Per Common Share
Net income $ .68 $ .68
Dividends declared .22 .20
Book value 17.94 16.32
End of Period Balances
Loans $ 21,634 $ 17,736
Reserve for credit losses 511 568
Total assets 33,057 31,352
Deposits 21,386 19,519
Common shareholders' equity 2,201 1,951
Shareholders' equity 2,504 2,129
Capital Ratios
Common shareholders' equity to total asset 6.66 % 6.22 %
Shareholders' equity to total assets 7.57 6.79
Tier 1 capital 7.06 8.47
Total capital 10.77 11.99
Leverage 6.02 6.54
</TABLE>
TABLE OF CONTENTS AND FORM 10-Q CROSS-REFERENCE INDEX
<TABLE>
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Page
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Part I - Financial Information
Management's Discussion and Analysis of Financial Condition
and Results of Operations (Item 2) 3
Financial Statements (Item 1):
Consolidated Statement of Income 22
Consolidated Balance Sheet 23
Consolidated Statement of Changes in Shareholders' Equity 24
Consolidated Statement of Cash Flows 25
Notes to Consolidated Financial Statements 26
Selected Statistical Information:
Consolidated Average Balance Sheet, Net Interest Income and
Interest Rates 34
Part II - Other Information
Legal Proceedings (Item 1) 36
Other Information (Item 5) 38
Exhibits and Reports on Form 8-K (Item 6) 38
Signatures 41
Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges 42
Exhibit 27 - Financial Data Schedule 43
</TABLE>
<PAGE> -2-
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
Shawmut National Corporation (the "Corporation") reported net income for
the third quarter of 1995 of $91.4 million, or $.68 per common share, an
increase of $6.1 million, or 7 percent, compared with net income of $85.3
million, or $.68 per common share, for the third quarter of 1994.
For the first nine months of 1995, net income was $236.6 million, or $1.76
per common share, compared with net income of $143.9 million, or $1.12 per
common share for the comparable period of 1994. The results for the first
nine months of 1995 included a total of $50.5 million pre-tax charges
($31.6 million after-tax, or $.26 per common share) related to the
settlement of certain employee retirement benefits and compensation
expenses as a result of the agreement to merge with Fleet Financial Group,
Inc. ("Fleet"). The 1994 results of operations included $140.7 million
($99.8 million after-tax, or $.84 per common share) of merger and
restructuring charges related to the costs to integrate three banking
organizations which were acquired and accounted for as poolings of
interests and the expansion of a cost management program. Excluding merger
and restructuring related charges from both periods, net income for the
first nine months of 1995 would have been $268.2 million, or $2.02 per
common share, an increase of $24.5 million, or 10 percent, compared with
net income of $243.7 million, or $1.96 per common share, for the first nine
months of 1994.
On June 9, 1995, the Corporation completed its acquisition of Northeast
Federal Corp. ("Northeast") of Farmington, Connecticut, with assets of $3.3
billion. The acquisition was accounted for under the purchase method of
accounting. Also, as previously reported, on January 31, 1995, the
Corporation purchased substantially all the assets and assumed certain
liabilities of the Business Finance Division of Barclays Business Credit,
Inc., which was renamed Shawmut Capital Corporation. This acquisition was
also accounted for under the purchase method of accounting. The results of
Shawmut Capital Corporation and Northeast are included in the Corporation's
consolidated financial statements for 1995 only from the respective dates
of purchase.
Net interest income on a taxable-equivalent basis for the third quarter of
1995 was $263.2 million, a decrease of $5.7 million, or 2 percent, compared
with $268.9 million for the third quarter of 1994, as a decline in net
interest margin more than offset an increase in average interest-earning
assets. Average interest-earning assets were $31.0 billion for the third
quarter of 1995, an increase of $2.6 billion, or 9 percent over the
comparable prior year period. The 3.39 percent net interest margin in the
third quarter represented a 39 basis point decline from the 3.78 percent
margin in 1994's third quarter.
There was no provision for credit losses for the third quarters of 1995 and
1994. Nonaccruing loans plus foreclosed properties at September 30, 1995
totaled $192.1 million, down $50.7 million, or 21 percent, from $242.8
million at December 31, 1994. The ratio of nonaccruing loans plus
foreclosed properties to loans plus foreclosed properties declined to .89
percent at September 30, 1995, from 1.31 percent at December 31, 1994. The
ratio of the reserve for credit losses to nonaccruing loans was 272 percent
at September 30, 1995, compared with 242 percent at December 31, 1994.
Noninterest income, excluding securities gains and losses, was $107.2
million for the third quarter of 1995, compared with $90.9 million for the
prior year period, an increase of $16.3 million, or 18 percent. The
increase in the 1995 period reflects higher customer service fees, other
fees and revenues from Shawmut Capital Corporation, Northeast and other
purchase acquisitions.
Noninterest expenses, excluding merger related charges, were $223.3 million
for the third quarter of 1995, a decrease of $3.1 million, or 1 percent,
from $226.4 million for the third quarter of 1994. The efficiency ratio, a
measure of operating expenses before special charges to net revenue,
improved to 60.3 percent for the third quarter of 1995, from 62.8 percent
for the prior year period.
<PAGE> -3-
Return on average common equity and return on average assets for the third
quarter of 1995 were 15.17 percent and 1.07 percent, respectively, compared
with 16.52 percent and 1.09 percent, respectively, for the comparable 1994
period.
The Corporation's common stock closed at $33.625 per share on September 30,
1995, representing 187 percent of the $17.94 book value per common share,
compared with $16.375 per share and 98 percent of the $16.72 book value per
common share at December 31, 1994.
On February 20, 1995, the Corporation and Fleet entered into an agreement
and plan of merger pursuant to which the Corporation will merge with and
into Fleet (the "Merger"). As a result of the Merger, each share of the
Corporation's $.01 par value common stock outstanding will be converted
into the right to receive .8922 shares of Fleet common stock, which at that
time will have a par value of $.01 per share. Each share of the various
series of the Corporation's preferred stock will be converted into the
right to receive an equivalent series of Fleet preferred stock. The Merger
is intended to constitute a tax-free transaction and to be accounted for as
a pooling of interests. On June 21, 1995, common stock shareholders of both
Fleet and the Corporation voted to approve the Merger. The Merger, which
is expected to be completed in the fourth quarter of 1995, is subject to
the receipt of various regulatory approvals and the satisfaction (or, where
permissible, waiver) of certain other standard closing conditions. For
further information on the Corporation's pending merger with Fleet and
completed acquisitions, see Note 2 of Notes to Consolidated Financial
Statements on page 26.
TABLE 1 - SUMMARY OF RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Quarter ended
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TAXABLE-EQUIVALENT BASIS Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
(in millions, except per share data) 1995 1995 1995 1994 1994
<S> <C> <C> <C> <C> <C>
Interest income $ 599.2 $ 617.2 $ 584.3 $ 524.6 $ 492.8
Interest expense 336.0 345.7 311.1 258.7 223.9
Net interest income 263.2 271.5 273.2 265.9 268.9
Provision for credit losses
Net interest income after provision
for credit losses 263.2 271.5 273.2 265.9 268.9
Noninterest income 107.2 111.7 95.3 104.2 91.7
Merger related charges 13.6 36.9
Other noninterest expenses 223.3 234.5 228.7 224.5 226.4
Income before income taxes 147.1 135.1 102.9 145.6 134.2
Taxable-equivalent adjustment 1.4 3.1 2.9 2.5 3.0
Income taxes 54.3 49.4 37.4 49.6 45.9
Net income $ 91.4 $ 82.6 $ 62.6 $ 93.5 $ 85.3
Return on average assets:
Before merger related charges 1.07 % 1.05 % 1.04 % 1.17 % 1.09 %
Based on net income 1.07 .95 .76 1.17 1.09
Return on average common equity:
Before merger related charges 15.17 15.49 15.45 17.59 16.52
Based on net income applicable to
common shares 15.17 13.92 10.98 17.59 16.52
Net interest margin 3.39 3.39 3.55 3.65 3.78
Efficiency ratio 60.30 61.41 62.05 60.55 62.75
Common share data:
Net income $ .68 $ .61 $ .47 $ .74 $ .68
Dividends declared .22 .22 .22 .22 .20
</TABLE>
<PAGE> -4-
CONSOLIDATED STATEMENT OF INCOME ANALYSIS
Net Interest Income
The Corporation's taxable-equivalent net interest income was $263.2 million
for the third quarter of 1995, a decrease of $5.7 million, or 2 percent, from
$268.9 million for the third quarter of 1994, as a decline in net interest
margin more than offset an increase in average interest-earning assets.
Average interest-earning assets were $31.0 billion for the third quarter of
1995, an increase of $2.6 billion, or 9 percent over the comparable prior year
period. An increase in average loans from the third quarter of 1994 of $4.3
billion, or 25 percent, was partially offset by a reduction of $1.7 billion,
or 16 percent, in average securities. The growth in average loans includes
approximately $3.3 billion as a result of loans purchased through the
acquisitions of Shawmut Capital Corporation and Northeast. The reduction in
the securities portfolio reflects the Corporation's intention to reduce the
level of such lower yielding assets. Average interest-bearing liabilities
were $26.7 billion for the third quarter of 1995, compared with $24.0 billion
for the third quarter of 1994, reflecting higher levels of interest-bearing
deposits and notes and debentures which supported the increase in average
interest-earning assets. An analysis of net interest income is presented in
Table 2.
TABLE 2 - ANALYSIS OF NET INTEREST INCOME
<TABLE>
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Quarter ended
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Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
(in millions) 1995 1995 1995 1994 1994
<S> <C> <C> <C> <C> <C>
INTEREST AND DIVIDEND INCOME
(taxable-equivalent basis)
Loans $ 463.6 $ 457.9 $ 422.1 $ 360.6 $ 333.8
Securities
Available for sale, at fair value 15.8 37.8 35.8 35.5 32.1
Held to maturity 108.5 113.4 116.8 117.9 115.5
Residential mortgages held for sale 3.0 1.4 1.0 1.2 5.3
Short-term investments 7.9 6.1 8.1 8.9 5.9
Trading account securities .4 .6 .5 .5 .2
Total interest income 599.2 617.2 584.3 524.6 492.8
INTEREST EXPENSE
Deposits 185.0 168.9 146.5 122.3 107.7
Other borrowings 108.6 135.3 124.8 104.0 88.9
Notes and debentures 42.4 41.5 39.8 32.4 27.3
Total interest expense 336.0 345.7 311.1 258.7 223.9
NET INTEREST INCOME
(taxable-equivalent basis) 263.2 271.5 273.2 265.9 268.9
Taxable-equivalent adjustment 1.4 3.1 2.9 2.5 3.0
NET INTEREST INCOME $ 261.8 $ 268.4 $ 270.3 $ 263.4 $ 265.9
INTEREST RATE SPREAD
(taxable-equivalent basis) 2.70 % 2.71 % 2.88 % 3.01 % 3.21 %
NET INTEREST MARGIN
(taxable-equivalent basis) 3.39 % 3.39 % 3.55 % 3.65 % 3.78 %
</TABLE>
<PAGE> -5-
The net interest margin on a taxable-equivalent basis for the third quarter
of 1995 was 3.39 percent, a decrease of 39 basis points from 3.78 percent
for the comparable prior year quarter. Net interest margin for the second
quarter of 1995 was 3.39 percent. The decline in net interest margin from
the third quarter of 1994 reflects the effect of the rising interest rate
environment on the Corporation's liability sensitive balance sheet over this
period, resulting in interest-bearing liabilities repricing faster than
interest-earning assets. The Corporation utilizes short-term borrowings,
including securities sold under agreements to repurchase and federal funds
purchased, as a source of funding for a portion of its interest-earning
assets. The average interest rate paid on securities sold under agreements
to repurchase increased from 4.43 percent for the third quarter of 1994 to
5.93 percent for the third quarter of 1995, or an increase of 150 basis
points. Similarly, the average interest rate paid on federal funds
purchased increased from 4.53 percent to 6.02 percent, or 149 basis points,
over the same period. During this same period, the Corporation extended
certain funding maturities while shortening asset maturities to largely
eliminate this balance sheet liability sensitivity. These risk reduction
activities have also contributed to the decline in net interest margin. A
discussion of interest rate risk appears on page 12. An analysis of net
interest margin is presented in Table 3.
Taxable-equivalent net interest income was $807.9 million for the first nine
months of 1995, a decrease of $5.2 million, or 1 percent, from $813.1
million for the first nine months of 1994. The net interest margin was 3.44
percent for the nine months ended September 30, 1995, compared with 3.82
percent for the comparable period a year ago.
TABLE 3 - ANALYSIS OF NET INTEREST MARGIN
<TABLE>
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Quarter ended
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Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
(in millions) 1995 1995 1995 1994 1994
<S> <C> <C> <C> <C> <C>
Net interest income (taxable-equivalent
basis) $ 263.2 $ 271.5 $ 273.2 $ 265.9 $ 268.9
Average interest-earning assets
supported by:
Interest-bearing liabilities $ 26,671 $ 27,676 $ 26,539 $ 24,639 $ 24,034
Noninterest-bearing liabilities 4,292 4,361 4,362 4,440 4,361
Total average interest-earning assets $ 30,963 $ 32,037 $ 30,901 $ 29,079 $ 28,395
Average yields and average rates
(taxable-equivalent basis):
Interest-earning assets yield 7.70 % 7.72 % 7.63 % 7.18 % 6.91 %
Rate paid on interest-bearing
liabilities 5.00 5.01 4.75 4.17 3.70
Interest rate spread 2.70 % 2.71 % 2.88 % 3.01 % 3.21 %
Net interest margin 3.39 % 3.39 % 3.55 % 3.65 % 3.78 %
</TABLE>
Provision for Credit Losses
There was no provision for credit losses in the third quarters of 1995 and
1994. With adequate reserve coverage and improved credit quality in the
loan portfolio, the Corporation does not currently anticipate that
provisions for credit losses will be necessary for the remainder of 1995.
Future levels of the reserve for credit losses and provisions for credit
losses may be affected by changes in economic conditions and loan
quality.
<PAGE> -6-
TABLE 4 - NONINTEREST INCOME
<TABLE>
<CAPTION>
Quarter ended
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Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
(in millions) 1995 1995 1995 1994 1994
<S> <C> <C> <C> <C> <C>
Customer service fees:
Deposit transaction and other services $ 29.1 $ 27.6 $ 25.2 $ 25.1 $ 25.6
Cash management services 15.3 15.3 16.0 15.2 15.2
Credit and trade related services 8.4 8.3 7.0 5.9 5.5
Investment services and commissions 4.4 3.6 3.4 3.6 2.4
Total 57.2 54.8 51.6 49.8 48.7
Trust and agency fees:
Personal 19.1 19.7 18.4 17.3 17.9
Corporate 7.9 5.4 5.7 6.9 3.6
Institutional 4.6 4.4 4.5 4.3 4.9
Not-for-profit 2.1 1.9 2.2 2.0 2.1
Total 33.7 31.4 30.8 30.5 28.5
Other income:
Loan servicing 4.3 10.6 4.3 12.6 4.6
Trading account profits .6 1.0 1.3 1.0 1.0
Foreign exchange trading 1.0 .4 (1.2) 2.8
Residential mortgage sales (.1) .2 (.1) (.1) .9
Other 10.5 12.0 8.7 7.6 7.2
Total 16.3 24.2 13.0 23.9 13.7
Subtotal 107.2 110.4 95.4 104.2 90.9
Securities gains (losses), net 1.3 (.1) .8
Total noninterest income $ 107.2 $ 111.7 $ 95.3 $ 104.2 $ 91.7
</TABLE>
Noninterest income, excluding securities gains and losses, was $107.2
million for the third quarter of 1995, an increase of $16.3 million, or
18 percent, from $90.9 million for the third quarter of 1994, reflecting
increases in customer service fees, other fees and the acquisitions of
Shawmut Capital Corporation, Northeast and other purchase acquisitions.
Customer service fees increased $8.5 million to $57.2 million for the
third quarter of 1995, from $48.7 million for the comparable prior year
period. Credit and trade related fees increased $2.9 million given
higher levels of customer credit facilities and the impact of Shawmut
Capital Corporation. Deposit transaction and other service fees
increased $3.5 million due to price increases on consumer transaction
fees in mid-1994, increased usage of the Corporation's Convenience Plus
Card and the impact of fee standardization at acquired institutions.
Trust and agency fees increased $5.2 million to $33.7 million for the
third quarter of 1995, from $28.5 million for the prior year quarter. The
improvement in the 1995 period resulted from the acquisition of the
processing services division of Poorman-Douglas (bankruptcy claims
processing) in the fourth quarter of 1994. Trust and other assets under
management totaled $16.7 billion at September 30, 1995, compared with
$15.3 billion at September 30, 1994.
Other income increased $2.6 million to $16.3 million for the third
quarter of 1995, from $13.7 million for the third quarter of 1994
principally due to the inclusion of Shawmut Capital Corporation and
Northeast for the 1995 period.
Noninterest income, excluding securities gains and losses, for the first
nine months of 1995 increased $38.7 million, or 14 percent, to $313.0
million from $274.3 million for the first nine months of 1994.
<PAGE> -7-
During the second quarter of 1995, the Corporation adopted Statement of
Financial Accounting Standards ("FAS") No. 122, "Accounting for Mortgage
Servicing Rights" ("FAS 122"). The new accounting standard requires that
the Corporation's mortgage banking enterprise recognize the rights to
service mortgage loans for others as a separate asset by allocating the
total cost of originated mortgage loans to the mortgage servicing rights
and the mortgage loans based on their relative fair values. The
Corporation's criteria for, and policies relating to, estimating the fair
value of mortgage servicing rights are consistent with the methods
utilized for estimating the fair value of purchased mortgage servicing
rights as determined by reference to independent third party sources.
Retroactive capitalization of mortgage servicing rights for transactions
prior to the adoption of FAS 122 is not permitted. The adoption of FAS
122 had an insignificant effect on the Corporation's results of
operations.
TABLE 5 - NONINTEREST EXPENSES
<TABLE>
<CAPTION>
Quarter ended
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Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
(in millions) 1995 1995 1995 1994 1994
<S> <C> <C> <C> <C> <C>
Compensation $ 97.6 $ 98.5 $ 100.1 $ 91.9 $ 97.9
Benefits 21.1 21.9 19.6 19.0 20.9
Occupancy 25.3 23.3 23.8 24.2 23.8
Equipment 15.9 14.2 14.8 14.5 14.2
FDIC insurance premiums .9 11.0 11.0 10.5 10.3
Communications 11.6 12.3 11.4 12.2 10.3
Advertising 7.0 6.1 6.0 4.3 4.5
Goodwill amortization 7.4 5.3 4.0 2.6 2.0
Foreclosed properties expense 1.0 .7 1.6 1.0 .5
Other 35.5 41.2 36.4 43.8 41.4
Total 223.3 234.5 228.7 224.0 225.8
Merger related charges 13.6 36.9
Foreclosed properties provision .5 .6
Total noninterest expenses $ 223.3 $ 248.1 $ 265.6 $ 224.5 $ 226.4
Efficiency ratio 60.3 % 61.4 % 62.0 % 60.5 % 62.8 %
Full-time equivalent employees 9,660 9,885 9,536 9,565 9,970
</TABLE>
Noninterest expenses, excluding foreclosed properties provision and
merger related charges, were $223.3 million for the third quarter of
1995, a decrease of $2.5 million, or 1 percent, from $225.8 million for
the third quarter of 1994. Excluding the effects of Shawmut Capital
Corporation, Northeast and financial institutions purchased during 1994,
noninterest expenses declined $35.4 million, or 16 percent, reflecting
the Corporation's continuing cost management initiatives which included
workforce reductions, acquisition consolidations and other expense
control actions as well as a reduction in FDIC insurance premiums.
Compensation and benefits expense decreased $.1 million, or less than 1
percent, to $118.7 million for the third quarter of 1995, from $118.8
million for the comparable prior year period. The 1995 period includes
$14.2 million of Shawmut Capital Corporation and Northeast personnel
related expenses. Full-time equivalent employees totaled 9,660 at
September 30, 1995, compared with 9,970 at September 30, 1994, despite
the addition of approximately 1,000 employees through acquisitions in
this time period.
FDIC insurance premiums decreased in the third quarter of 1995 as a
result of a reduction in the deposit premium charged by the FDIC from
twenty-three cents to four cents per $100 of insurable domestic deposits
and a partial rebate on premiums previously paid to the FDIC.
<PAGE> -8-
Advertising expense was $7.0 million for the third quarter of 1995, an
increase of $2.5 million from $4.5 million for the prior year period.
Goodwill amortization increased $5.4 million for the third quarter of
1995, from $2.0 million for the third quarter of 1994, reflecting goodwill
associated with the acquisitions of Shawmut Capital Corporation and
Northeast as well as financial institutions purchased in the latter part
of 1994.
Noninterest expenses, excluding foreclosed properties provision and
merger and restructuring related charges, totaled $686.5 million for the
first nine months of 1995, compared with $702.7 million for the first
nine months of 1994.
As previously reported, merger related charges of $13.6 million were
recognized in the second quarter of 1995 relating to the settlement of
certain compensation expenses as a result of shareholder approval of the
agreement to merge with Fleet and $36.9 million were recognized in the
first quarter of 1995 relating to the settlement of certain employee
retirement benefits, also in connection with the agreement to merge with
Fleet. Total merger related charges for the nine months ended September
30, 1995 were $50.5 million. Merger related charges of $100.9 million
recorded during the second quarter of 1994 reflect the costs to integrate
three banking organizations which were acquired and accounted for as
poolings of interests. The merger related charges included severance and
benefits costs for workforce reductions, closure of duplicative branches
and facilities, cancellation of vendor contracts, financial and advisory
fees and losses for disposition of loans and securities.
Restructuring related charges of $39.8 million, also recorded in the
second quarter of 1994, reflect the expansion of the Corporation's cost
management program and other cost initiatives. Restructuring related
charges included severance and benefit related costs for workforce
reductions, branch and operational facilities consolidation and other
costs.
Merger and restructuring related charges recorded during the second
quarter of 1994 are more fully discussed in the Corporation's 1994 Annual
Report on Form 10-K.
Income Taxes
The provision for income taxes for the third quarter of 1995 was $54.3
million, representing an effective income tax rate of 37.3 percent. The
provision for income taxes for the third quarter of 1994 was $45.9
million, representing an effective income tax rate of 35.0 percent. The
increase in the effective income tax rate for the 1995 period was due to
a decline in the level of nontaxable income and an increase in state
income taxes.
The provision for income taxes for the nine months ended September 30,
1995 and 1994 was $141.1 million and $84.7 million, respectively,
representing an effective income tax rate of 37.3 percent and 34.9
percent (which excludes a $5.0 million tax expense related to an
acquisition), respectively. The 1994 period reflects a reduction in the
deferred tax asset valuation allowance of $1.5 million in the first
quarter of 1994.
The Corporation's net deferred federal tax asset at September 30, 1995
was $159.0 million, compared with $165.0 million at December 31, 1994.
Taxable income necessary to be generated in future periods to realize
this net deferred federal tax asset at September 30, 1995 would be
approximately $426 million. Deferred state taxes, net of related federal
tax, totaled $74.0 million at September 30, 1995 and were reduced in
their entirety by a valuation allowance of the same amount.
<PAGE> -9-
CONSOLIDATED BALANCE SHEET ANALYSIS
Total assets at September 30, 1995 were $33.1 billion, up $658.1 million,
or 2 percent, from $32.4 billion at December 31, 1994.
Total loans were $21.6 billion at September 30, 1995, an increase of $3.1
billion, or 17 percent, from $18.5 billion at December 31, 1994. The
increase in loans from year-end 1994 was primarily due to the acquisition
of Shawmut Capital Corporation, which contributed $2.4 billion in loans
outstanding at January 31, 1995, and Northeast, which contributed $913.5
million in loans outstanding. Commercial and industrial loans increased
from $7.0 billion at year-end to $9.9 billion at September 30, 1995, due
to the acquisition of Shawmut Capital Corporation and modest growth in
core lending sectors such as asset-based and specialized lending.
Consumer lending, which includes residential mortgage, home equity and
installment loans, increased $465.0 million, or 5 percent, from year-end
to $9.1 billion due primarily to the acquisition of Northeast.
Owner-occupied real estate loans increased from $1.4 billion at year-end
to $1.5 billion at September 30, 1995, an increase of $40.8 million,
primarily due to loans added as part of the Shawmut Capital Corporation
acquisition. Investor/developer real estate loans declined by $287.0
million from year-end, reflecting a selective reduction in certain
segments of this portfolio.
The Corporation has a diversified loan portfolio with the commercial and
industrial portfolio representing 46 percent of total loans at September
30, 1995. Consumer loans represented 42 percent of total loans at that
date. Owner-occupied commercial real estate and investor/developer real
estate loans were 7 percent and 5 percent, respectively. An analysis of
the Corporation's loan portfolio is presented in Table 13 and by type in
Tables 14 through 17. A discussion of the credit quality of the
Corporation's loan portfolio begins on page 15.
Total securities decreased $1.9 billion, or 19 percent, to $8.1 billion
at September 30, 1995 from $10.0 billion at December 31, 1994.
Securities classified as held to maturity and reported at amortized cost
decreased $801.6 million to $7.2 billion at September 30, 1995, from $8.0
billion at December 31, 1994. Securities classified as available for
sale totaled $897.4 million at September 30, 1995, compared with $2.0
billion at December 31, 1994. The reduction in the securities portfolio
reflects the Corporation's intention to reduce the level of such lower
yielding assets. The Corporation uses a duration concept to quantify the
exposure within its securities portfolio to changes in the level of
interest rate risk. Duration is generally quoted in years and represents
the price risk of an equivalent maturity zero coupon bond. The higher
the duration value, the greater the interest rate risk. The
hedge-adjusted duration of the Corporation's available for sale and held
to maturity securities portfolio was 2.27 years and 2.01 years,
respectively, at September 30, 1995, compared with 1.36 years and 2.37
years, respectively, at December 31, 1994. Additional information
regarding the Corporation's securities portfolio is presented in Note 3
of Notes to Consolidated Financial Statements on page 27.
Total deposits at September 30, 1995 were $21.4 billion, up $640.1
million, or 3 percent, from $20.7 billion at year-end 1994. Demand
deposits decreased $900.7 million, or 17 percent, to $4.3 billion at
September 30, 1995 from year-end 1994. Demand deposits at December 31,
1994 reflected seasonally higher transaction related balances of
corporate and financial institution customers. Core deposits, which do
not include large denomination certificates of deposit, brokered retail
deposits or foreign time deposits, were $18.8 billion at September 30,
1995, compared with $18.3 billion at December 31, 1994. Domestic time
deposits were $8.3 billion at September 30, 1995, up $2.2 billion, or 36
percent, from year-end 1994, reflecting the Northeast acquisition, the
use of brokered retail deposits to reduce the Corporation's reliance on
short-term funding sources and, to a lesser extent, a shifting of
balances from savings and money market accounts. Domestic time deposits
purchased in the Northeast acquisition were $1.8 billion. Foreign time
deposits were $652.1 million at September 30, 1995, down $224.2 million,
or 26 percent, from year-end 1994.
<PAGE> -10-
Other borrowings, primarily securities sold under agreements to
repurchase and federal funds purchased, decreased $632.0 million to $6.5
billion at September 30, 1995, from $7.1 billion at December 31, 1994. In
addition to other borrowings, the Corporation's Shawmut Bank Connecticut
subsidiary completed an offering of $250 million of subordinated bank
notes on February 14, 1995 to partially fund the Shawmut Capital
Corporation acquisition. As a result of this offering and notes issued
under an existing bank note program, notes and debentures increased from
$2.0 billion at year-end 1994 to $2.3 billion at September 30, 1995. On
April 27, 1995, the Corporation's principal subsidiary banks established
a $3.0 billion bank note program which will provide for future bank note
issuances.
TABLE 6 - INTEREST RATE SENSITIVITY GAP ANALYSIS
The table below depicts the Corporation's interest rate sensitivity as of
September 30, 1995. Allocations of assets and liabilities, including
noninterest-bearing sources of funds, to specific periods are based upon
management's assessment of contractual or anticipated repricing
characteristics, adjusted periodically to reflect actual experience.
Those gaps are then adjusted for the net effect of off-balance sheet
financial instruments such as interest rate swaps, caps and floors and
futures contracts.
<TABLE>
<CAPTION>
Repricing Periods
----------------------------------------------------------------------
Two- Four- Seven- Ten- Over
One three six nine twelve one
(in millions) month months months months months year Total
<S> <C> <C> <C> <C> <C> <C> <C>
Short-term investments
and other interest-
earning assets $ 456 $ 121 $ 577
Securities 270 767 $ 367 $ 351 $ 335 $ 6,006 8,096
Loans 7,739 4,208 1,474 935 944 6,334 21,634
Total interest-
earning assets 8,465 5,096 1,841 1,286 1,279 12,340 30,307
Interest-bearing
deposits 2,404 1,503 2,706 1,976 1,617 6,920 17,126
Other borrowings 5,637 388 295 10 51 74 6,455
Notes and debentures 453 825 50 150 855 2,333
Noninterest-bearing
sources of funds 225 589 3,579 4,393
Total 8,719 3,305 3,051 2,136 1,668 11,428 30,307
Off-balance sheet
financial instruments (610) 1,811 (249) (297) 92 (747)
Interest rate
sensitivity gap $ (864) $ 3,602 $ (1,459) $ (1,147) $ (297) $ 165
Cumulative gap $ (864) $ 2,738 $ 1,279 $ 132 $ (165) $ 0
Interest rate sensitivity
gap as a percent of
interest-earning asset (2.9)% 11.9 % (4.8)% (3.8)% (.9)%
Cumulative gap as
a percent of
interest-earning asset (2.9)% 9.0 % 4.2 % .4 % (.5)%
</TABLE>
<PAGE> -11-
Interest Rate Risk
As indicated in the interest rate sensitivity table, the twelve-month
cumulative gap, representing the total net assets and liabilities that are
projected to reprice over the next twelve months, was liability sensitive in
the amount of $165 million at September 30, 1995. A liability sensitive
interest rate gap would tend to reduce earnings over a period of rising
interest rates, while declining rates would enhance earnings. The effects
of interest rate caps and corridors are included in the interest sensitivity
table to the extent that these instruments have become operative. However,
certain interest rate agreements have not been included in the interest rate
sensitivity table as the level of interest rate indices at which these
agreements become operative has not been reached. Based on an analysis of a
100 basis point increase in interest rates, the twelve-month cumulative
liability sensitive gap at September 30, 1995 would increase from $165
million to $365 million when giving effect to these interest rate
agreements. The Corporation also utilizes modeling and other analytical
techniques to measure the effect on net interest income under different
interest rate scenarios. These analyses indicate that given an immediate
100 basis point change in interest rates, the effect on net interest income
would be insignificant when compared with the amount of net interest income
assumed to be earned absent a change in interest rates for the twelve-month
period following September 30, 1995.
The use of interest rate instruments such as interest rate swaps, caps and
floors and futures contracts are integrated into the Corporation's interest
rate risk management. The notional amounts of these instruments are not
reflected in the Corporation's balance sheet. However, these instruments
are included in the interest rate sensitivity table for purposes of
analyzing interest rate risk.
At September 30, 1995, the Corporation had approximately $4.3 billion in
notional amounts of interest rate swap agreements outstanding utilized for
the management of interest rate risk, an increase of $660 million, from $3.7
billion at December 31, 1994. During the third quarter of 1995, $100
million in notional amounts of fixed receive interest rate swaps were
executed. Interest rate swap agreements involve the exchange of fixed and
variable rate interest payments based upon a notional principal amount and
maturity date. Interest rate swap agreements are used to synthetically
alter the maturity and repricing characteristics of assets and liabilities.
In addition to interest rate swap agreements, the Corporation utilizes
interest rate cap and floor agreements to manage interest rate risk. At
September 30, 1995, the Corporation had approximately $550 million in
notional amounts of purchased interest rate cap agreements outstanding. In
addition, approximately $824 million in notional amounts of interest rate
cap agreements which consist of a simultaneous purchase and sale of a cap,
the combination of which are known as interest rate corridors, were
outstanding at September 30, 1995. Interest rate corridors are utilized to
protect the Corporation from a contraction in the interest rate spread due
to a moderate rise in interest rates.
Exchange-traded futures contracts are also used by the Corporation to manage
interest rate risk on the Corporation's funding sources. The notional
amounts of futures contracts sold at September 30, 1995 were approximately
$960 million, a decrease of $5.0 billion from $6.0 billion at December 31,
1994, due to contract settlements during the first nine months of 1995. The
unrealized gain related to these Eurodollar futures contracts at September
30, 1995, which has been deferred, was approximately $.2 million.
Maturities of the notional amounts of futures contracts sold are as follows:
$287 million in 1995; $610 million in 1996; and $63 million in 1997.
<PAGE> -12-
Activity for interest rate agreements utilized for the management of interest
rate risk for the first nine months of 1995 follows:
<TABLE>
<CAPTION>
Swaps
----------------------------------------------------------
Plain Plain Amortizing
fixed fixed fixed
Notional amounts (in millions) pay receive receive Basis
----------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1994 $ 1,659 $ 60 $ 1,349 $ 605
Additions 232 600 385
Maturities 50 207 300
Balance, September 30, 1995 $ 1,891 $ 610 $ 1,142 $ 690
Weighted average receive rate at period end 6.71 % 5.83 % 4.58 % 5.97 %
Weighted average pay rate at period end 5.82 % 5.87 % 5.85 % 5.87 %
Average final maturity at period end 2.39 years 2.41 years 1.44 years .42 years
</TABLE>
<TABLE>
<CAPTION>
Other
----------------------------------------------------------
Futures
contracts
Notional amounts (in millions) Caps Corridors Collars sold
----------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1994 $ 1,775 $ 1,031 $ 500 $ 6,005
Additions 2,771
Maturities 1,225 207 500 677
Settlements 7,139
Balance, September 30, 1995 $ 550 $ 824 $ - $ 960
Average final maturity at period end 1.64 years .97 years .86 years
</TABLE>
The fair value of interest rate instruments at September 30, 1995, which
exclude exchange-traded futures contracts, was approximately $46.1 million,
and represents the estimated amount that the Corporation would pay if the
agreements were terminated at that date. The unamortized premium recorded
in the Corporation's balance sheet related to interest rate risk management
agreements was $22.1 million at September 30, 1995.
Liquidity
Liquidity is the ability to meet cash needs arising from fluctuations in
loans, securities, deposits and other borrowings. The Corporation manages
liquidity on three levels: at a consolidated level; at the subsidiary banks
level; and at the parent company (Shawmut National Corporation) level.
The Corporation primarily manages its liquidity using an uncollateralized
purchased funds concept, consistent with the condition of the Corporation's
earnings, capital, asset quality and economic environment. Uncollateralized
purchased funds ("UPFs") consist of federal funds purchased, large
denomination certificates of deposit, Eurodollar deposits and private
placement notes. When measuring liquidity, UPFs are offset by available
short-term investments including federal funds sold, bid-based money market
loans, reverse repurchase agreements and unused repurchase agreement
collateral (U.S. Government and agency securities and highly liquid
marketable securities). At September 30, 1995, UPFs were $2.3 billion. This
was offset by $3.6 billion in short-term investments and unused repurchase
agreement collateral, leaving the Corporation with an excess of short-term
investments and unused repurchase agreement collateral over UPFs of $1.3
billion. Short-term investments and unused repurchase agreement collateral
exceeded the volume of UPFs by $1.5 billion at December 31, 1994. During
the second quarter of 1994, the Corporation, through its principal
subsidiary banks, expanded its available funding alternatives by
establishing a $2.0 billion bank note program which provided access to other
diversified funding sources. On April 27, 1995, the banks established a
$3.0 billion bank note program which will provide for future bank note
issuances. Bank note issuances totaled $1.3 billion at September 30, 1995.
<PAGE> -13-
The Corporation manages the parent company's liquidity by measuring the
difference between the volume of short-term investments and short-term
funding sources and ongoing obligations, including debt maturities, interest
payments and dividends. The parent company had short-term borrowings of
$229.1 million and notes and debentures of $749.4 million at September 30,
1995. The parent company had cash and cash equivalents at September 30,
1995 of $345.4 million and securities with a fair value of $43.3 million.
There are no scheduled maturities on notes and debentures in 1995.
Scheduled maturities are $150 million in 1996 and 1997. On July 18, 1995,
the Corporation established a $150 million revolving credit agreement with a
maturity of December 31, 1996.
Capital
The Corporation's total shareholders' equity at September 30, 1995 was $2.5
billion, or 7.57 percent of total assets, compared with $2.2 billion, or
6.78 percent of total assets, at December 31, 1994, an increase of $306.7
million. As a result of the acquisition of Northeast on June 9, 1995, the
Corporation issued 6,483,665 shares of common stock. The fair value of the
Corporation's common stock issued as consideration for Northeast common
stock and options was $192.8 million. Also, in connection with the
acquisition of Shawmut Capital Corporation, on January 26, 1995, the
Corporation completed a $125 million offering of 500,000 shares of 9.35%
cumulative preferred stock with a stated value of $250 per share,
represented by depositary shares. The increase in shareholders' equity for
the first nine months of 1995 also reflects a $42.0 million decline in the
net after-tax unrealized loss on the Corporation's available for sale
securities portfolio. Volatility in shareholders' equity may occur in
future periods as the fair value of the Corporation's available for sale
securities portfolio changes with market conditions.
During the second quarter of 1995, the Corporation announced its intention
to repurchase approximately 9 million shares of common stock in connection
with shares issued as part of the Northeast acquisition and expected
issuances for employee stock options. As of September 30, 1995, 8.1 million
common shares had been repurchased at a cost of $256.0 million.
The Corporation's Risk-based capital and Leverage ratios were as follows:
<TABLE>
<CAPTION>
Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
(in millions) 1995 1995 1995 1994 1994
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Shareholders' equity $ 2,503.8 $ 2,577.7 $ 2,385.1 $ 2,197.2 $ 2,129.3
Tier 1 capital 2,009.5 2,076.9 2,061.4 2,091.0 2,017.3
Total capital 3,066.5 3,151.0 3,142.7 2,919.3 2,857.7
Risk-weighted assets 28,466.7 29,826.9 27,960.1 25,284.4 23,824.6
Ratios:
Shareholders' equity to assets 7.57 % 7.17 % 6.98 % 6.78 % 6.79 %
Risk-based capital
Tier 1 capital 7.06 6.96 7.37 8.27 8.47
Total capital 10.77 10.56 11.24 11.55 11.99
Leverage 6.02 6.08 6.21 6.62 6.54
</TABLE>
The Corporation's Risk-based Tier 1 and Total capital ratios were 7.06
percent and 10.77 percent at September 30, 1995, respectively, compared with
8.27 percent and 11.55 percent at December 31, 1994, respectively. The
Leverage ratio, a measure of Tier 1 capital to quarterly average assets, was
6.02 percent at September 30, 1995, compared with 6.62 percent at December
31, 1994. The decline in the Risk-based capital and Leverage ratios from
year-end 1994 was due to the increase in risk-weighted and other assets as a
result of the acquisitions of Shawmut Capital Corporation and Northeast and
common stock repurchases. Under Federal banking regulations, an institution
is deemed to be well-capitalized if it has a Risk-based Tier 1 capital ratio
of 6.00 percent or greater, a Risk-based Total capital ratio of 10.00 percent
or greater and a Leverage ratio of 5.00 percent or greater. The Corporation
exceeded the requirements for a well-capitalized financial institution at
September 30, 1995.
<PAGE> -14-
The Corporation's principal subsidiary banks' (Shawmut Bank Connecticut and
Shawmut Bank Massachusetts) Risk-based capital and Leverage ratios were as
follows:
<TABLE>
<CAPTION>
Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
(in millions) 1995 1995 1995 1994 1994
-----------------------------------------------------------------
SHAWMUT BANK CONNECTICUT
<S> <C> <C> <C> <C> <C>
Shareholder's equity $ 1,511.0 $ 1,476.8 $ 1,428.4 $ 1,236.4 $ 1,201.3
Tier 1 capital 1,230.7 1,191.6 1,183.5 1,202.9 1,166.0
Total capital 1,682.2 1,649.1 1,627.7 1,371.2 1,323.6
Risk-weighted assets 15,773.2 16,242.4 15,417.2 13,353.3 12,468.1
Ratios:
Shareholder's equity to assets 8.53 % 7.77 % 7.65 % 7.22 % 7.60 %
Risk-based capital
Tier 1 capital 7.80 7.34 7.68 9.01 9.35
Total capital 10.66 10.15 10.56 10.27 10.62
Leverage 7.01 6.57 6.62 7.51 7.43
SHAWMUT BANK MASSACHUSETTS
Shareholder's equity $ 1,207.0 $ 1,154.1 $ 1,147.5 $ 1,156.9 $ 1,151.2
Tier 1 capital 1,113.0 1,058.3 1,099.6 1,113.1 1,099.4
Total capital 1,269.7 1,222.3 1,258.5 1,273.4 1,255.6
Risk-weighted assets 11,433.5 12,004.6 11,669.1 11,165.2 10,810.3
Ratios:
Shareholder's equity to assets 8.92 % 7.71 % 7.88 % 8.02 % 8.09 %
Risk-based capital
Tier 1 capital 9.73 8.82 9.42 9.97 10.17
Total capital 11.10 10.18 10.78 11.40 11.61
Leverage 8.09 7.31 7.78 7.93 8.17
</TABLE>
The Corporation's subsidiary banks' Risk-based capital and Leverage ratios
exceeded the requirements for a well-capitalized financial institution at
September 30, 1995.
CREDIT QUALITY
Nonaccruing loans were $187.5 million at September 30, 1995, compared with
$224.0 million at December 31, 1994. Approximately 27 percent of nonaccruing
loans were less than 30 days past due at September 30, 1995, compared with
approximately 26 percent at December 31, 1994. The acquisitions of Shawmut
Capital Corporation and Northeast resulted in $27.4 million of nonaccruing
loans and foreclosed properties held for accelerated disposition at September
30, 1995, which have been reported at the lower of cost or fair market value
and are included with other assets. The ratio of nonaccruing loans to loans
improved to .87 percent at September 30, 1995 from 1.21 percent at December
31, 1994. The ratio of the reserve for credit losses to nonaccruing loans
was 272 percent at September 30, 1995, compared with 242 percent at December
31, 1994. Nonaccruing loans by loan type are presented in Table 8. Changes
in nonaccruing loans are presented in Table 9.
Restructured loans, which are loans with original terms that have been
modified as a result of a change in the borrower's financial condition,
totaled $22.2 million at September 30, 1995, compared with $41.8 million at
the end of 1994. Restructured loans included real estate investor/developer
loans and owner-occupied commercial real estate loans of $16.7 million and
$2.1 million, respectively, at September 30, 1995.
<PAGE> -15-
Accruing loans past due 90 days or more, which are well secured and in the
process of collection, were $42.8 million at September 30, 1995, compared
with $43.3 million at December 31, 1994. These loans represented less than
.2 percent of loans outstanding at September 30, 1995. Consumer loans
represented 78 percent and 49 percent of accruing loans past due 90 days or
more at September 30, 1995 and December 31, 1994, respectively.
TABLE 7 - NONACCRUING LOANS, RESTRUCTURED LOANS AND ACCRUING LOANS PAST DUE
90 DAYS OR MORE
<TABLE>
<CAPTION>
Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
(in millions) 1995 1995 1995 1994 1994
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Nonaccruing loans
Commercial / real estate loans:
Current $ 48.7 $ 42.5 $ 51.2 $ 51.5 $ 46.0
From 30 to 89 days past due 13.4 15.7 19.1 13.0 16.7
90 or more days past due 79.4 91.0 105.9 112.0 146.4
Total 141.5 149.2 176.2 176.5 209.1
Consumer loans:
Current 1.8 3.3 3.6 5.9 5.6
From 30 to 89 days past due 1.2 1.7 2.7 2.1 4.2
90 or more days past due 43.0 36.7 45.9 39.5 47.0
Total 46.0 41.7 52.2 47.5 56.8
Total nonaccruing loans $ 187.5 $ 190.9 $ 228.4 $ 224.0 $ 265.9
Restructured loans $ 22.2 $ 28.1 $ 29.8 $ 41.8 $ 31.1
Accruing loans past due 90 days or more $ 42.8 $ 46.4 $ 55.6 $ 43.3 $ 53.1
Nonaccruing loans to loans .87 % .85 % 1.08 % 1.21 % 1.50 %
Reserve for credit losses to
nonaccruing loans 272.00 283.00 245.00 242.00 214.00
</TABLE>
TABLE 8 - NONACCRUING LOANS BY LOAN TYPE
<TABLE>
<CAPTION>
Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
(in millions) 1995 1995 1995 1994 1994
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Commercial and industrial $ 53.8 $ 47.1 $ 55.0 $ 36.0 $ 59.3
Owner-occupied commercial real estate 40.5 47.4 52.0 57.6 59.8
Real estate investor/developer
Commercial mortgage 37.7 50.8 64.5 66.9 65.9
Construction and other 9.5 3.9 4.7 16.0 24.1
Total investor/developer 47.2 54.7 69.2 82.9 90.0
Consumer
Residential mortgage 34.0 28.9 42.6 38.4 46.2
Home equity 8.7 9.4 7.2 6.5 7.0
Installment and other 3.3 3.4 2.4 2.6 3.6
Total consumer 46.0 41.7 52.2 47.5 56.8
Total $ 187.5 $ 190.9 $ 228.4 $ 224.0 $ 265.9
</TABLE>
<PAGE> -16-
TABLE 9 - CHANGES IN NONACCRUING LOANS
The changes in the Corporation's nonaccruing loans are summarized below:
<TABLE>
<CAPTION>
Quarter ended
-----------------------------------------------------------
Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
(in millions) 1995 1995 1995 1994 1994
<S> <C> <C> <C> <C> <C>
Balance at beginning of period $ 190.9 $ 228.4 $ 224.0 $ 265.9 $ 285.2
New nonaccruing loans 80.4 57.3 66.1 49.5 64.5
Additions for loans purchased 1.4 14.1
Decreases in nonaccruing loans
Charge-offs 38.9 36.1 27.4 34.8 31.0
Payments 26.4 25.5 34.7 40.5 35.9
Returns to accruing loans 6.1 15.3 4.9 11.6 6.5
Sales 6.0 16.1 1.7 .4
Transfers to foreclosed properties 6.1 3.2 5.8 4.4 7.5
Transfers to restructured loans .3 1.3 .1 2.5
Total 83.8 96.2 75.8 91.4 83.8
Balance at end of period $ 187.5 $ 190.9 $ 228.4 $ 224.0 $ 265.9
</TABLE>
Foreclosed properties decreased $14.2 million, or 76 percent, to $4.6 million
at September 30, 1995 from $18.8 million at December 31, 1994.
Nonaccruing loans plus foreclosed properties totaled $192.1 million at
September 30, 1995, a decline of $50.7 million, or 21 percent, from $242.8
million at December 31, 1994. The ratio of nonaccruing loans plus foreclosed
properties to loans plus foreclosed properties was .89 percent at September
30, 1995, down from 1.31 percent at December 31, 1994.
TABLE 10 - NONACCRUING LOANS PLUS FORECLOSED PROPERTIES
<TABLE>
<CAPTION>
Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
(in millions) 1995 1995 1995 1994 1994
<S> <C> <C> <C> <C> <C>
Nonaccruing loans $ 187.5 $ 190.9 $ 228.4 $ 224.0 $ 265.9
Foreclosed properties 4.6 4.0 11.9 18.8 32.1
Total $ 192.1 $ 194.9 $ 240.3 $ 242.8 $ 298.0
Nonaccruing loans plus
foreclosed properties
to loans plus foreclosed properties .89 % .87 % 1.14 % 1.31 % 1.68 %
</TABLE>
<PAGE> -17-
RESERVE FOR CREDIT LOSSES
The reserve for credit losses was $510.5 million at September 30, 1995,
compared with $542.1 million at December 31, 1994. The reserve for credit
losses reflects the addition of $53.3 million of reserves purchased as part
of the Shawmut Capital Corporation and Northeast acquisitions after net loan
charge-offs of $84.9 million for the nine months ended September 30, 1995.
Changes in the Corporation's reserve for credit losses are presented in Table
11. The ratio of the reserve for credit losses to loans was 2.36 percent at
September 30, 1995, compared with 2.93 percent at December 31, 1994. An
analysis of the Corporation's credit loss experience is presented in Table
12. Net charge-offs were $30.7 million for the third quarter of 1995, equal
to an annualized rate of .56 percent of average loans, compared with $26.3
million and .60 percent for the same period a year ago. A discussion of the
provision for credit losses is presented on page 7.
The Corporation adopted, on a prospective basis, FAS No. 114, "Accounting by
Creditors for Impairment of a Loan" ("FAS 114"), effective January 1, 1995.
The new accounting standard requires that impaired loans, which are defined
as loans where it is probable that a creditor will not be able to collect
both the contractual interest and principal payments, be measured at the
present value of expected future cash flows discounted at the loan's
effective interest rate or, as a practical expedient, the fair value of
collateral for collateral dependent loans, when assessing the need for an
impairment reserve. The Corporation had previously considered the methods
prescribed by FAS 114, as well as other matters, when assessing the adequacy
of the reserve for credit losses. As a result, there was no effect on the
Corporation's results of operations from the adoption of this accounting
standard. A further discussion of the adoption of FAS 114 is included in
Note 4 of Notes to Consolidated Financial Statements on page 28.
TABLE 11 - RESERVE FOR CREDIT LOSSES
<TABLE>
<CAPTION>
Quarter ended
----------------------------------------------------------------
Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
(in millions) 1995 1995 1995 1994 1994
<S> <C> <C> <C> <C> <C>
Reserve for credit losses at
beginning of period $ 541.2 $ 559.2 $ 542.1 $ 567.8 $ 589.8
Provision charged to operations
Addition for loans purchased 11.6 41.7 4.3
Loans charged off
Gross (44.4) (42.5) (33.4) (43.7) (40.7)
Recoveries 13.7 12.9 8.8 18.0 14.4
Net (30.7) (29.6) (24.6) (25.7) (26.3)
Reserve for credit losses at end
of period $ 510.5 $ 541.2 $ 559.2 $ 542.1 $ 567.8
Net charge-offs (annualized)
to average loans .56 % .55 % .49 % .57 % .60 %
Reserve for credit losses to
net charge-offs (annualized) 4.16 x 4.57 x 5.67 x 5.28 x 5.40 x
Reserve for credit losses to loans 2.36 % 2.42 % 2.65 % 2.93 % 3.20 %
</TABLE>
<PAGE> -18-
TABLE 12 - CREDIT LOSS EXPERIENCE
<TABLE>
<CAPTION>
Quarter ended
------------------------------------------------------------
Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
(in millions) 1995 1995 1995 1994 1994
<S> <C> <C> <C> <C> <C>
Reserve for credit losses at beginning
of period $ 541.2 $ 559.2 $ 542.1 $ 567.8 $ 589.8
Provision charged to operations
Addition for loans purchased 11.6 41.7 4.3
Loans charged off:
Commercial and industrial 8.0 8.7 2.7 4.6 4.6
Owner-occupied commercial real estate 9.1 7.4 6.0 7.1 4.5
Real estate investor/developer
Commercial mortgage 14.0 8.1 14.6 14.5 14.2
Construction and other 1.0 .8 3.0 5.4 4.0
Total investor/developer 15.0 8.9 17.6 19.9 18.2
Consumer
Residential mortgage 8.0 14.0 4.2 7.5 9.4
Home equity .8 .8 .7 1.7 1.4
Installment and other 3.5 2.7 2.2 2.9 2.6
Total consumer 12.3 17.5 7.1 12.1 13.4
Total loans charged off 44.4 42.5 33.4 43.7 40.7
Recoveries on loans charged off:
Commercial and industrial 3.7 2.6 3.0 5.8 5.3
Owner-occupied commercial real estate 2.4 1.7 1.4 2.0 1.2
Real estate investor/developer 3.8 5.6 1.7 5.6 2.1
Consumer 3.8 3.0 2.7 4.6 5.8
Total recoveries 13.7 12.9 8.8 18.0 14.4
Net loans charged off 30.7 29.6 24.6 25.7 26.3
Reserve for credit losses at end of
period $ 510.5 $ 541.2 $ 559.2 $ 542.1 $ 567.8
</TABLE>
PORTFOLIO STATISTICS
The following tables set forth loan statistical information:
TABLE 13 - LOAN PORTFOLIO
<TABLE>
<CAPTION>
Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
(in millions) 1995 1995 1995 1994 1994
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Commercial and industrial $ 9,934.5 $ 10,190.2 $ 9,644.2 $ 7,006.4 $ 6,201.3
Owner-occupied commercial real estate 1,452.8 1,507.3 1,564.5 1,412.0 1,423.4
Real estate investor/developer
Commercial mortgage 1,077.6 1,261.3 1,231.6 1,309.2 1,401.3
Construction and other 102.0 125.4 136.4 157.4 150.5
Total investor/developer 1,179.6 1,386.7 1,368.0 1,466.6 1,551.8
Consumer
Residential mortgage 5,965.3 6,212.5 5,541.2 5,592.1 5,608.1
Home equity 1,643.4 1,618.6 1,582.9 1,625.7 1,628.8
Installment and other 1,458.4 1,455.7 1,434.0 1,384.3 1,322.5
Total consumer 9,067.1 9,286.8 8,558.1 8,602.1 8,559.4
Total 21,634.0 22,371.0 21,134.8 18,487.1 17,735.9
Reserve for credit losses (510.5) (541.2) (559.2) (542.1) (567.8)
Total $ 21,123.5 $ 21,829.8 $ 20,575.6 $ 17,945.0 $ 17,168.1
</TABLE>
<PAGE> -19-
TABLE 14 - COMMERCIAL AND INDUSTRIAL LOANS - BY INDUSTRY SECTOR
<TABLE>
<CAPTION>
Net charge-offs
September 30, 1995 (recoveries)
------------------------ --------------------
Loans Third Year to
(in millions) outstanding Nonaccruing quarter date
<S> <C> <C> <C> <C>
Manufacturing $ 2,747.2 $ 12.1 $ 2.2 $ 2.5
Wholesale 1,678.4 16.0 1.0 2.2
Finance, insurance and
real estate 1,505.6 3.6 (.8) (.7)
Communications 1,438.5 4.2 1.1 1.7
Services 1,281.1 10.6 (.3) (.2)
Retail 591.6 3.4 .7 3.3
Other 692.1 3.9 .4 1.3
Total $ 9,934.5 $ 53.8 $ 4.3 $ 10.1
</TABLE>
TABLE 15 - OWNER-OCCUPIED COMMERCIAL REAL ESTATE LOANS - BY INDUSTRY SECTOR
<TABLE>
<CAPTION>
September 30, 1995 Net charge-offs
------------------------------------------------
Loans Third Year to
(in millions) outstanding Nonaccruing quarter date
<S> <C> <C> <C> <C>
Services $ 423.9 $ 8.4 $ .9 $ 2.2
Manufacturing 305.2 6.0 .3 1.5
Retail 197.0 9.4 2.6 5.3
Finance, insurance and
real estate 168.2 8.6 1.7 3.7
Wholesale 146.7 .9 1.1
Communications 56.1 .4 .1 .7
Other 155.7 6.8 1.1 2.5
Total $ 1,452.8 $ 40.5 $ 6.7 $ 17.0
</TABLE>
<PAGE> -20-
TABLE 16 - REAL ESTATE INVESTOR/DEVELOPER LOANS - BY PROJECT
<TABLE>
<CAPTION>
Net charge-offs
September 30, 1995 (recoveries)
------------------------- ---------------------
Loans Third Year to
(in millions) outstanding Nonaccruing quarter date
<S> <C> <C> <C> <C>
Apartment/rental $ 244.6 $ 5.1 $ 1.8 $ 5.8
Offices 226.9 6.0 2.6 5.7
Retail 205.9 4.9 1.5 4.5
Mixed use 168.8 13.3 3.3 6.7
Industrial 103.5 4.1 1.0 4.3
Special purposes 43.3 5.7 .9 .8
Residential developers
Condominium 38.1 .1 .2
Single family 34.2 2.8 (.2)
Hotels, resorts, inns 29.4 .7 .1
Land 25.1 2.5 (.3)
Research and development space 22.9 (.1)
Other 36.9 2.0 .4 2.6
Total $ 1,179.6 $ 47.2 $ 11.2 $ 30.4
</TABLE>
TABLE 17 - CONSUMER LOANS - BY TYPE
<TABLE>
<CAPTION>
Net charge-offs
September 30, 1995 (recoveries)
------------------------- ----------------------
Loans Third Year to
(in millions) outstanding Nonaccruing quarter date
<S> <C> <C> <C> <C>
Residential mortgages $ 5,965.3 $ 34.0 $ 5.9 $ 21.3
Home equity lines 1,246.4 6.4 .6 1.8
Indirect automobile 1,087.4 2.3 1.2 2.4
Home equity loans 397.0 2.3 .2 .3
Direct installment 309.0 .7 (.1) .4
Other 62.0 .3 .7 1.2
Total $ 9,067.1 $ 46.0 $ 8.5 $ 27.4
</TABLE> -21-
<PAGE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30 September 30
----------------------- -----------------------------
(in thousands, except per share data) 1995 1994 1995 1994
<S> <C> <C> <C> <C>
INTEREST AND DIVIDEND INCOME
Loans $ 462,631 $ 332,651 $ 1,340,311 $ 952,517
Securities
Available for sale, at fair value 15,525 30,197 85,773 110,606
Held to maturity 108,454 115,483 338,619 325,963
Residential mortgages held for sale 3,010 5,297 5,440 13,598
Federal funds sold and securities
purchased under agreements to
resell 4,351 1,795 13,635 4,625
Interest-bearing deposits in other
banks 3,562 4,180 8,512 7,857
Trading account securities 249 227 980 659
Total 597,782 489,830 1,793,270 1,415,825
INTEREST EXPENSE
Deposits 185,024 107,691 500,451 283,959
Other borrowings 108,561 88,935 368,613 264,454
Notes and debentures 42,396 27,290 123,671 63,261
Total 335,981 223,916 992,735 611,674
NET INTEREST INCOME 261,801 265,914 800,535 804,151
Provision for credit losses 3,000
NET INTEREST INCOME AFTER
PROVISION FOR CREDIT LOSSES 261,801 265,914 800,535 801,151
NONINTEREST INCOME
Customer service fees 57,159 48,691 163,537 146,008
Trust and agency fees 33,702 28,520 95,958 87,002
Securities gains, net 38 768 1,257
Other 16,301 13,692 53,366 41,292
Total 107,200 91,671 314,118 274,302
NONINTEREST EXPENSES
Compensation and benefits 118,730 118,868 358,722 367,263
Occupancy and equipment 41,249 38,091 117,347 115,922
Merger related charges 50,441 100,900
Restructuring related charges 39,800
Foreclosed properties provision
and expense 979 1,113 3,263 10,218
Other 62,329 68,326 207,159 212,799
Total 223,287 226,398 736,932 846,902
INCOME BEFORE INCOME TAXES 145,714 131,187 377,721 228,551
Income taxes 54,287 45,912 141,065 84,671
NET INCOME $ 91,427 $ 85,275 $ 236,656 $ 143,880
NET INCOME APPLICABLE TO
COMMON SHARES $ 84,646 $ 81,417 $ 216,671 $ 132,304
COMMON SHARE DATA
Net income $ .68 $ .68 $ 1.76 $ 1.12
Weighted average shares outstanding 124,170 119,265 123,191 118,518
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> -22-
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
(in thousands) 1995 1994
----------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 1,162,708 $ 1,986,182
Interest-bearing deposits in other banks 138,829 439,936
Federal funds sold and securities purchased
under agreements to resell 282,600 308,700
Trading account securities 13,789 27,859
Residential mortgages held for sale 142,097 72,205
Securities
Available for sale, at fair value 897,436 1,991,853
Held to maturity (fair value $7,103,247 and $7,561,890) 7,198,762 8,000,382
Loans, less reserve for credit
losses of $510,569 and $542,116 21,123,391 17,945,027
Premises and equipment 326,117 329,780
Customers' acceptance liability 23,154 5,166
Other assets 1,747,870 1,291,521
Total assets $ 33,056,753 $ 32,398,611
LIABILITIES
Deposits
Demand $ 4,260,502 $ 5,161,182
Savings, money market and NOW accounts 8,222,807 8,649,988
Domestic time 8,250,881 6,058,769
Foreign time 652,116 876,314
Total deposits 21,386,306 20,746,253
Other borrowings 6,454,538 7,086,579
Acceptances outstanding 23,154 5,166
Accrued expenses and other liabilities 355,820 341,652
Notes and debentures 2,333,092 2,021,788
Total liabilities 30,552,910 30,201,438
SHAREHOLDERS' EQUITY
Preferred stock, without par value
Authorized - 10,000,000 shares
Outstanding - 1,763,700 and 1,263,700 shares 303,185 178,185
Common stock, $.01 par value
Authorized - 300,000,000 shares
Issued - 129,273,798 and 120,770,774 shares 1,293 1,208
Surplus 1,523,010 1,288,825
Retained earnings 896,166 783,223
Net unrealized loss on securities available for sale (12,309) (54,268)
Treasury stock, common stock at cost (6,576,960 shares) (207,502)
Total shareholders' equity 2,503,843 2,197,173
Total liabilities and shareholders' equity $ 33,056,753 $ 32,398,611
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> -23-
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30
------------------------------
(in thousands) 1995 1994
<S> <C> <C>
SHAREHOLDERS' EQUITY at beginning of period $ 2,197,173 $ 2,102,371
PREFERRED STOCK
Issuance of preferred stock (500,000 shares) 125,000
Purchase of preferred stock (11,300 shares) (565)
Redemption of preferred stock (170,073 shares) (15,215)
COMMON STOCK, $.01 par value
Shares issued under Dividend Reinvestment
and Stock Purchase Plans (835,981 and 1,352,223 shares) 8 14
Shares issued under stock option and employee
benefit plans (1,181,304 and 687,163 shares) 12 6
Shares issued for Northeast acquisition (6,485,739 shares) 65
SURPLUS
Additional proceeds from:
Shares issued under Dividend Reinvestment
and Stock Purchase Plans 14,324 28,309
Shares issued under stock option
and employee benefit plans 31,300 4,861
Shares issued for Northeast acquisition 192,749
Preferred stock issuance costs (4,188)
RETAINED EARNINGS
Net income 236,656 143,880
Cash dividends declared by the Corporation on:
Preferred stock (19,985) (11,576)
Common stock (81,770) (67,973)
Cash dividends declared by merged companies prior to merger (1,143)
Restricted stock awards 1,008 729
Reissuance of common stock from treasury (22,966) (181)
Redemption of preferred stock (3,114)
NET UNREALIZED LOSS ON SECURITIES
Unrealized appreciation (depreciation) on securities
available for sale 41,959 (53,291)
TREASURY STOCK
Purchase of common stock (8,438,209 and 91,298 share (265,337) (2,090)
Reissuance of common stock under Dividend Reinvestment,
Stock Purchase Plans and stock option and employee
benefit plans (1,861,249 and 189,387 shares) 57,835 4,243
SHAREHOLDERS' EQUITY at end of period $ 2,503,843 $ 2,129,265
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> -24-
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30
------------------------------
(in thousands) 1995 1994
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 236,656 $ 143,880
Adjustments to reconcile net income to cash
provided by operating activities:
Provision for credit losses 3,000
Provision for foreclosed properties 3,512
Provision for merger and restructuring related charges 50,441 140,700
Depreciation, amortization and other 103,744 80,723
Gains from the sale of loans, premises and equipment
and other assets (19,021) (6,711)
Decrease (increase) in trading account securities 14,070 (22,215)
Decrease (increase) in residential mortgages held for sale (69,892) 616,932
Increase in other assets and accrued expenses
and other liabilities (283,600) (65,655)
CASH PROVIDED BY OPERATING ACTIVITIES 32,398 894,166
FINANCING ACTIVITIES
Increase (decrease) in total deposits (1,907,404) 777,269
Decrease in other borrowings (1,185,594) (1,614,340)
Proceeds from issuances of bank notes, net 15,000 875,000
Proceeds from issuance of subordinated bank notes 249,668
Principal payments on notes and debentures (6,599) (285)
Proceeds from issuances of common and preferred stock 201,325 37,252
Purchases of common and preferred stock (265,337) (20,984)
Cash dividends paid (98,478) (76,852)
CASH USED BY FINANCING ACTIVITIES (2,997,419) (22,940)
INVESTING ACTIVITIES
Decrease (increase) in short-term investments 327,207 (408,790)
Proceeds from sales of securities available for sale 3,822,699 3,411,401
Maturities of securities available for sale 964,715 505,760
Purchases of securities available for sale (1,481,874) (3,176,753)
Maturities of securities held to maturity 850,408 1,238,340
Purchases of securities held to maturity (69,532) (2,029,137)
Proceeds from sales of loans 86,819 31,056
Purchases of loans (2,415,844) (487,415)
Loans originated less principal collected 37,243 (42,159)
Purchases of premises and equipment and other assets (17,847) (39,797)
Proceeds from the sale of premises and equipment and
other assets 37,553 47,475
CASH PROVIDED (USED) BY INVESTING ACTIVITIES 2,141,547 (950,019)
DECREASE IN CASH AND DUE FROM BANKS (823,474) (78,793)
Cash and due from banks at beginning of period 1,986,182 1,539,690
CASH AND DUE FROM BANKS AT END OF PERIOD $ 1,162,708 $ 1,460,897
ADDITIONAL CASH FLOW INFORMATION
Interest paid $ 943,634 $ 594,535
Income taxes paid $ 114,846 $ 33,011
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> -25-
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Shawmut National Corporation and its subsidiaries (the "Corporation").
These financial statements reflect, in management's opinion, all
adjustments (consisting of normal recurring adjustments) necessary for a
fair presentation of the Corporation's financial position and results of
operations and cash flows for the periods presented. Certain amounts for
prior periods have been reclassified to conform to current period
presentation. These financial statements should be read in conjunction
with the financial statements and notes thereto included in the
Corporation's 1994 Annual Report on Form 10-K.
NOTE 2 - MERGER AND ACQUISITIONS
Completed Acquisitions
On June 9, 1995, the Corporation completed its acquisition of Northeast
Federal Corp. ("Northeast") of Farmington, Connecticut, with assets of $3.3
billion and liabilities of $3.2 billion. The Corporation issued 6,483,665
shares of common stock in connection with the acquisition. The fair value
of the Corporation's common stock issued as consideration for Northeast
common stock and options was $192.8 million. The acquisition was accounted
for under the purchase method of accounting. The excess of the purchase
price over the fair value of the net assets acquired of $159.2 million has
been recorded as goodwill and is being amortized over a 15 year period.
Northeast's banking subsidiary, Northeast Savings, F.A., was merged with
and into a newly formed national bank, Shawmut Bank New York, N.A.
On January 31, 1995, the Corporation purchased substantially all of the
assets and assumed certain of the liabilities of the Business Finance
Division of Barclays Business Credit, Inc., which was renamed Shawmut
Capital Corporation, for $2.6 billion, equal to the net book value of the
assets acquired and the liabilities assumed plus a premium of $290 million.
Shawmut Capital Corporation, based in Glastonbury, Connecticut, provides
asset-based financing to middle market companies through a network of
offices nationwide. The acquisition was accounted for under the purchase
method of accounting. The excess of the purchase price, including
acquisition costs, over the fair value of the net assets acquired of $201.1
million has been recorded as goodwill and is being amortized over a 25 year
period.
The following pro forma information presents the consolidated results of
operations for the Corporation for the nine-month periods ended September
30, 1995 and 1994 as if the Northeast and Shawmut Capital Corporation
acquisitions had occurred at the beginning of the periods presented. In
addition to combining the historical results of operations of the
Corporation, Northeast and Shawmut Capital Corporation, the pro forma
information reflects adjustments for the estimated effects of purchase
accounting. The pro forma information may not be indicative of the results
of operations that would have occurred if the acquisitions had been
consummated at the beginning of the periods presented.
<TABLE>
<CAPTION>
Nine months ended
September 30,
-----------------------
(in thousands, except per share data) 1995 1994
<S> <C> <C>
Net interest income $ 834,710 $ 897,043
Net income applicable to
common shares $ 218,296 $ 141,447
Earnings per share $ 1.72 $ 1.14
</TABLE>
<PAGE> -26-
Agreement and Plan of Merger
On February 20, 1995, the Corporation and Fleet Financial Group, Inc.
("Fleet"), a corporation organized and existing under the laws of the State
of Rhode Island, entered into an agreement and plan of merger pursuant to
which the Corporation will merge with and into Fleet (the "Merger"). As a
result of the Merger, each share of the $.01 par value common stock of the
Corporation outstanding immediately prior to the effective time of the
Merger, other than shares held directly or indirectly by the Corporation or
Fleet, will be converted into the right to receive .8922 shares of Fleet
common stock, which at that time will have a par value of $.01 per share.
Each share of the Corporation's Preferred Stock with Cumulative and
Adjustable Dividends with a stated value of $50 per share, 9.30% Cumulative
Preferred Stock and 9.35% Cumulative Preferred Stock outstanding
immediately prior to the effective time of the Merger will be converted
into the right to receive one equivalent share of each of the respective
series of Fleet preferred stock.
The Merger is intended to constitute a tax-free transaction and to be
accounted for as a pooling of interests. It is anticipated that the Merger
will be consummated in the fourth quarter of 1995. On June 21, 1995,
common stock shareholders of both Fleet and the Corporation voted to
approve the Merger. The Merger is subject to the receipt of various
regulatory approvals and the satisfaction (or, where permissible, waiver)
of certain other standard closing conditions.
NOTE 3 - SECURITIES
The amortized cost and fair value of securities classified as available
for sale at September 30, 1995 and December 31, 1994 are summarized as
follows:
<TABLE>
<CAPTION>
September 30, 1995 December 31, 1994
------------------------ ----------------------------
Amortized Fair Amortized Fair
(in thousands) cost value cost value
<S> <C> <C> <C> <C>
U.S. Government and agency securities
U.S. Treasury $ 269,313 $ 262,263 $ 1,275,041 $ 1,222,712
Mortgage backed 23,743 24,913 204,498 206,093
Equity securities 44,154 40,514 149,521 140,400
Corporate mortgage backed and other securities 579,065 569,248 446,186 422,553
State and municipal obligations 495 498 96 95
Total $ 916,770 $ 897,436 $ 2,075,342 $ 1,991,853
</TABLE>
The amortized cost of securities classified as available for sale exceeded
fair value by approximately $19.3 million at September 30, 1995, consisting
of unrealized losses of approximately $19.9 million and unrealized gains of
approximately $.6 million, and $83.5 million at December 31, 1994,
consisting of unrealized losses of approximately $86.3 million and
unrealized gains of approximately $2.8 million. As a result, net
unrealized losses of $12.3 million and $54.3 million on securities
classified as available for sale at September 30, 1995 and December 31,
1994, respectively, after applicable income taxes, were included as a
separate component of shareholders' equity.
<PAGE> -27-
The amortized cost and fair value of securities classified as held to
maturity at September 30, 1995 and December 31, 1994 are summarized as
follows:
<TABLE>
<CAPTION>
September 30, 1995 December 31, 1994
------------------------- --------------------------
Amortized Fair Amortized Fair
(in thousands) cost value cost value
<S> <C> <C> <C> <C>
U.S. Government and agency securities
Mortgage backed $ 3,276,045 $ 3,255,490 $ 3,556,103 $ 3,345,768
U.S. Treasury 1,925,207 1,894,130 1,953,820 1,838,679
Asset backed and other securities 1,997,510 1,953,627 2,490,459 2,377,443
Total $ 7,198,762 $ 7,103,247 $ 8,000,382 $ 7,561,890
</TABLE>
The amortized cost of securities classified as held to maturity exceeded
fair value by approximately $95.5 million at September 30, 1995, consisting
of unrealized losses of approximately $109.8 million and unrealized gains
of approximately $14.3 million, and $438.5 million at December 31, 1994,
consisting of unrealized losses of approximately $439.6 million and
unrealized gains of approximately $1.1 million.
NOTE 4 - LOANS
The components of the Corporation's loan portfolio at September 30, 1995
and December 31, 1994, net of unearned income of $91.6 million and $32.8
million, respectively, are summarized below:
<TABLE>
<CAPTION>
September 30, December 31,
(in thousands) 1995 1994
--------------------------
<S> <C> <C>
Commercial and industrial $ 9,934,465 $ 7,006,396
Owner-occupied commercial real estate 1,452,839 1,412,007
Real estate investor/developer
Commercial mortgage 1,077,594 1,309,224
Construction and other 102,015 157,391
Total investor/developer 1,179,609 1,466,615
Consumer
Residential mortgage 5,965,306 5,592,084
Home equity 1,643,389 1,625,662
Installment and other 1,458,352 1,384,379
Total consumer 9,067,047 8,602,125
Total 21,633,960 18,487,143
Less reserve for credit losses 510,569 542,116
Total $ 21,123,391 $ 17,945,027
</TABLE>
<PAGE> -28-
The details of the Corporation's nonaccruing loans, restructured loans and
accruing loans past due 90 days or more at September 30, 1995 and December
31, 1994 are summarized as follows:
<TABLE>
<CAPTION>
September 30, December 31,
(in thousands) 1995 1994
--------------------------------
<S> <C> <C>
Nonaccruing loans
Commercial and industrial $ 53,753 $ 35,982
Owner-occupied commercial real estate 40,489 57,560
Real estate investor/developer 47,215 82,921
Subtotal 141,457 176,463
Consumer 46,005 47,488
Total nonaccruing loans $ 187,462 $ 223,951
Restructured loans $ 22,213 $ 41,752
Accruing loans past due 90 days or more $ 42,831 $ 43,264
</TABLE>
The Corporation adopted, on a prospective basis, Statement of Financial
Accounting Standards ("FAS") No. 114, "Accounting by Creditors for Impairment
of a Loan" ("FAS 114"), effective January 1, 1995. The new accounting
standard requires that impaired loans, which are defined as loans where it is
probable that a creditor will not be able to collect both the contractual
interest and principal payments, be measured at the present value of expected
future cash flows discounted at the loan's effective interest rate or, as a
practical expedient, the fair value of collateral for collateral dependent
loans, when assessing the need for an impairment reserve. FAS 114 excludes
smaller-balance homogeneous loans that are collectively evaluated for
impairment, such as residential mortgage and consumer installment loans. The
Corporation had previously considered the methods prescribed by FAS 114, as
well as other matters, when assessing the adequacy of the reserve for credit
losses. As a result, there was no effect on the Corporation's results of
operations from the adoption of this accounting standard.
FAS 114 does not address when a creditor should record a direct write-down of
an impaired loan, nor does it address how a creditor should assess the
overall adequacy of the reserve for credit losses. Therefore, the impairment
reserves determined in accordance with FAS 114 should not be interpreted as
the overall reserve for credit losses.
The Corporation's criteria for and policies relating to nonaccruing loans are
consistent with the definition of impaired loans under FAS 114. Accordingly,
the Corporation considers its nonaccruing loans to be impaired loans as
defined by FAS 114. Upon adoption of FAS 114, the Corporation did not change
its method of recognizing interest income on impaired loans.
As indicated in the table above, at September 30, 1995 the recorded
investment in impaired loans, excluding consumer amounts, was $141.5 million.
Impairment reserves at September 30, 1995, determined in accordance with FAS
114 and included as part of the Corporation's reserve for credit losses,
approximated $11.2 million. At September 30, 1995, approximately $78.8
million of impaired loans which have been subjected to a specific review did
not require an impairment reserve, due primarily to prior charge-offs. The
average recorded investment in impaired loans, excluding consumer amounts,
during the quarter ended September 30, 1995 was $150.3 million. For the
quarter ended September 30, 1995, the amount of interest income recognized on
impaired loans was immaterial.
<PAGE> -29-
Restructured loans are loans with original terms which have been modified as
a result of a change in the borrower's financial condition and are also
required to be accounted for and reported in accordance with FAS 114 for
restructurings that occur subsequent to January 1, 1995. As indicated in the
table above, at September 30, 1995 restructured loans totaled $22.2 million.
There were no loans included in this amount that were restructured subsequent
to January 1, 1995.
NOTE 5 - OTHER ASSETS AND ACCRUED EXPENSES AND OTHER LIABILITIES
The components of other assets at September 30, 1995 and December 31, 1994
are presented below:
<TABLE>
<CAPTION>
September 30, December 31,
(in thousands) 1995 1994
---------------------------------
<S> <C> <C>
Goodwill and other intangibles $ 504,377 $ 154,488
Accrued interest income 237,564 227,654
Net deferred income taxes 159,012 164,958
Cash surrender value of life insurance 162,102 156,913
Prepaid pension expense 92,902 128,614
Rhode Island covered assets 71,098
Assets held for accelerated disposition 29,989
Foreclosed properties 4,637 18,831
Receivable for securities sold 40 10,000
Other 486,149 430,063
Total $ 1,747,870 $ 1,291,521
</TABLE>
Northeast's banking subsidiary had previously acquired certain assets of four
Rhode Island financial institutions which were in receivership proceedings
("Rhode Island covered assets"). The Corporation, through its acquisition of
Northeast, was protected by the Rhode Island Depositors Economic Protection
Corporation ("DEPCO") against losses incurred through 1999 relative to all
loans acquired from the institutions, including loans foreclosed upon
subsequent to acquisition. Accordingly, Rhode Island covered assets are
segregated and reported separately from the Corporation's loans and
foreclosed properties. At September 30, 1995, Rhode Island covered assets
included loans of $69.6 million, of which $5.4 million are nonaccruing loans,
and $1.5 million of foreclosed properties. In September 1995, the Corporation
agreed to release DEPCO of its obligation in exchange for $10.5 million,
which will be recorded upon its receipt as a discount on the related assets.
The components of accrued expenses and other liabilities at September 30,
1995 and December 31, 1994 are presented below:
<TABLE>
<CAPTION>
September 30, December 31,
(in thousands) 1995 1994
-----------------------------
<S> <C> <C>
Accrued interest expense $ 145,183 $ 96,082
Accrued dividends payable 33,706 30,429
Accrued postretirement health care and life insurance
benefits expense 18,285 13,117
Accrued postemployment benefits expense 10,023 8,645
Accrued restructuring expenses 1,427 19,045
Accrued merger expenses 935 13,772
Payable for securities purchased 40 2,000
Other 146,221 158,562
Total $ 355,820 $ 341,652
</TABLE>
<PAGE> -30-
NOTE 6 - NOTES AND DEBENTURES
The Corporation's notes and debentures at September 30, 1995 and
December 31, 1994 are summarized below:
<TABLE>
<CAPTION>
September 30, December 31,
(in thousands) 1995 1994
----------------------------
<S> <C> <C>
Bank Holding Companies:
9.85% subordinated capital notes due June 1, 1999,
net of discount $ 149,943 $ 149,931
8 7/8% notes due April 1, 1996, net of discount 149,939 149,866
7.20% subordinated notes due April 15, 2003, net of discount 149,772 149,750
8 5/8% subordinated notes due December 15, 1999,
net of discount 149,776 149,736
8 1/8% notes due February 1, 1997, net of discount 99,943 99,916
Floating rate subordinated notes due February 14, 1997 50,000 50,000
9% uncertificated sinking fund debentures due May 8, 2012 46,751
Total 796,124 749,199
Bank Subsidiaries:
Floating rate senior notes due 1995 and 1996 1,228,000 1,038,000
Fixed rate senior notes due 1995 and 1996 50,000 225,000
8 5/8% subordinated bank notes due February 15, 2005,
net of discount 249,688
Other 9,280 9,589
Total 1,536,968 1,272,589
Total $ 2,333,092 $ 2,021,788
</TABLE>
Floating rate senior notes issued under the Corporation's subsidiary banks'
note program at September 30, 1995 mature from one to nine months and
currently have interest rates of 5.53 to 6.22 percent. The weighted average
interest rate on the floating rate notes at September 30, 1995 was 5.88
percent.
On February 14, 1995, Shawmut Bank Connecticut completed a $250 million
offering of 8 5/8% subordinated bank notes due February 15, 2005. On April
27, 1995, Shawmut Bank Connecticut and Shawmut Bank Massachusetts established
a $3.0 billion bank note program which will provide for future bank note
issuances.
In November 1995, Shawmut New York Corporation, a wholly owned
subsidiary of the Corporation formerly known as Northeast Federal Corp.,
redeemed all 9% Uncertificated Sinking Fund Debentures due May 8, 2012.
Northeast Federal Corp. had issued the debentures in 1992.
<PAGE> -31-
NOTE 7 - OTHER NONINTEREST INCOME AND NONINTEREST EXPENSES
The components of other noninterest income for the three and nine months
ended September 30, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
----------------------- --------------------------
(in thousands) 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Loan servicing $ 4,270 $ 4,612 $ 19,176 $ 19,645
Trading account profits 641 1,034 2,975 3,496
Foreign exchange trading 965 17 179 (1,814)
Residential mortgage sales (59) 878 82 1,930
Other 10,484 7,151 30,954 18,035
Total $ 16,301 $ 13,692 $ 53,366 $ 41,292
</TABLE>
The components of noninterest expenses, excluding merger and restructuring
related charges, for the three and nine months ended September 30, 1995
and 1994 were as follows:
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
----------------------- ---------------------------
(in thousands) 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Compensation $ 97,589 $ 97,921 $ 296,161 $ 300,139
Benefits 21,141 20,947 62,561 67,124
Total $ 118,730 $ 118,868 $ 358,722 $ 367,263
Occupancy $ 25,305 $ 23,849 $ 72,466 $ 75,179
Equipment 15,944 14,242 44,881 40,743
Total $ 41,249 $ 38,091 $ 117,347 $ 115,922
Foreclosed properties
Provision $ 583 $ 3,512
Expense $ 979 530 $ 3,263 6,706
Total $ 979 $ 1,113 $ 3,263 $ 10,218
Communications $ 11,631 $ 10,328 $ 35,286 $ 33,240
FDIC insurance premiums 931 10,315 22,853 30,862
Advertising 6,975 4,523 19,038 15,594
Other 42,792 43,160 129,982 133,103
Total $ 62,329 $ 68,326 $ 207,159 $ 212,799
</TABLE>
<PAGE> -32-
Merger and Restructuring Related Charges
Merger related charges of $13.6 million recognized in the second quarter of
1995 related to the settlement of certain compensation expenses as a result
of shareholder approval of the agreement to merge with Fleet. Merger related
charges of $36.9 million recognized in the first quarter of 1995 related to
the settlement of certain of the Corporation's employee retirement benefits
as a result of the execution of the agreement to merge with Fleet. Total
merger related charges for the nine months ended September 30, 1995 were
$50.5 million.
Merger related charges of $100.9 million recorded during the second quarter
of 1994 reflect the costs to integrate three banking organizations which were
acquired and accounted for as poolings of interests. The merger related
charges included severance and benefits costs for workforce reductions,
closure of duplicative branches and facilities, cancellation of vendor
contracts, financial and advisory fees and losses for disposition of loans
and securities.
Restructuring related charges of $39.8 million, also recorded in the second
quarter of 1994, reflect the expansion of the Corporation's cost management
program and other cost initiatives. Restructuring related charges included
severance and benefit related costs for workforce reductions, branch and
operational facilities consolidation and other costs.
NOTE 8 - NEW ACCOUNTING STANDARD
During the second quarter of 1995, the Corporation adopted FAS No. 122,
"Accounting for Mortgage Servicing Rights" ("FAS 122"). The new accounting
standard requires that the Corporation's mortgage banking enterprise
recognize the rights to service mortgage loans for others as a separate asset
by allocating the total cost of originated mortgage loans to the mortgage
servicing rights and the mortgage loans based on their relative fair values.
The Corporation's criteria for, and policies relating to, estimating the fair
value of mortgage servicing rights are consistent with the methods utilized
for estimating the fair value of purchased mortgage servicing rights as
determined by reference to independent third party sources. Retroactive
capitalization of mortgage servicing rights for transactions prior to the
adoption of FAS 122 is not permitted. The adoption of FAS 122 had an
insignificant effect on the Corporation's results of operations.
<PAGE> -33-
<TABLE>
CONSOLIDATED AVERAGE BALANCE SHEET, NET INTEREST INCOME AND INTEREST RATES
The following are the Corporation's average balance sheet,
net interest income and interest rates:
<CAPTION>
Three months ended Three months ended
September 30, 1995 June 30, 1995
----------------------------- -----------------------------
Average Average Average Average
(in millions) balance Interest rate balance Interest rate
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Loans $ 21,862 $ 463.6 8.43 % $ 21,548 $ 457.9 8.52 %
Securities
Available for sale, at fair value 1,057 15.8 5.97 2,330 37.8 6.51
Held to maturity 7,369 108.5 5.88 7,672 113.4 5.91
Residential mortgages held for sale 157 3.0 7.69 71 1.4 8.15
Short-term investments
Time deposits in other banks 202 3.6 6.99 60 1.0 7.02
Federal funds sold and securities
purchased under agreements to resell 295 4.3 5.86 326 5.1 6.21
Trading account securities 21 .4 6.86 30 .6 7.99
Total interest-earning assets 30,963 599.2 7.70 32,037 617.2 7.72
Reserve for credit losses (533) (553)
Cash and due from banks 1,324 1,418
Other assets 2,125 1,885
Total assets $ 33,879 $ 34,787
LIABILITIES
Savings, money market and
NOW accounts $ 8,437 51.2 2.41 % $ 8,142 46.8 2.31 %
Time certificates of deposit
of $100 thousand or more 2,027 33.8 6.62 2,189 35.9 6.57
Domestic time deposits 6,378 88.7 5.52 5,096 67.2 5.29
Foreign time deposits 772 11.3 5.84 1,233 19.0 6.18
Total interest-bearing deposits 17,614 185.0 4.17 16,660 168.9 4.07
Federal funds purchased and securities
sold under agreements to repurchase 5,332 80.2 5.97 7,438 111.7 6.02
Other borrowings 1,392 28.4 8.08 1,289 23.6 7.34
Total other borrowings 6,724 108.6 6.41 8,727 135.3 6.22
Notes and debentures 2,333 42.4 7.24 2,289 41.5 7.26
Total interest-bearing liabilities 26,671 336.0 5.00 27,676 345.7 5.01
Demand deposits 4,272 4,231
Other liabilities 419 405
Total liabilities 31,362 32,312
Shareholders' equity 2,517 2,475
Total liabilities and shareholders' equity $ 33,879 $ 34,787
Net interest income
(taxable-equivalent basis) 263.2 3.39 271.5 3.39
Less taxable-equivalent adjustment 1.4 3.1
Net interest income $ 261.8 $ 268.4
</TABLE>
<PAGE> -34-
<TABLE>
CONSOLIDATED AVERAGE BALANCE SHEET, NET INTEREST INCOME AND INTEREST RATES
The following are the Corporation's average balance sheet,
net interest income and interest rates:
<CAPTION>
Three months ended Three months ended
March 31, 1995 December 31, 1994
------------------------------ ------------------------------
Average Average Average Average
(in millions) balance Interest rate balance Interest rate
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Loans $ 20,248 $ 422.1 8.42 % $ 18,174 $ 360.6 7.89 %
Securities
Available for sale, at fair value 2,138 35.8 6.75 2,120 35.5 6.74
Held to maturity 7,888 116.8 5.94 8,106 117.9 5.81
Residential mortgages held for sale 48 1.0 8.21 31 1.2 7.36
Short-term investments
Time deposits in other banks 259 3.9 6.10 318 4.9 5.94
Federal funds sold and securities
purchased under agreements to resell 294 4.2 5.84 301 4.0 5.36
Trading account securities 26 .5 8.30 29 .5 6.05
Total interest-earning assets 30,901 584.3 7.63 29,079 524.6 7.18
Reserve for credit losses (563) (562)
Cash and due from banks 1,350 1,475
Other assets 1,836 1,670
Total assets $ 33,524 $ 31,662
LIABILITIES
Savings, money market and
NOW accounts $ 8,307 45.7 2.23 % $ 8,780 45.4 2.05 %
Time certificates of deposit
of $100 thousand or more 1,994 31.4 6.39 1,383 19.9 5.71
Domestic time deposits 4,596 53.6 4.73 4,474 49.3 4.37
Foreign time deposits 1,068 15.8 6.00 596 7.7 5.14
Total interest-bearing deposits 15,965 146.5 3.72 15,233 122.3 3.19
Federal funds purchased and securities
sold under agreements to repurchase 7,227 104.6 5.87 6,631 86.0 5.15
Other borrowings 1,113 20.2 7.34 915 18.0 7.74
Total other borrowings 8,340 124.8 6.06 7,546 104.0 5.47
Notes and debentures 2,234 39.8 7.17 1,860 32.4 6.94
Total interest-bearing liabilities 26,539 311.1 4.75 24,639 258.7 4.17
Demand deposits 4,218 4,442
Other liabilities 406 382
Total liabilities 31,163 29,463
Shareholders' equity 2,361 2,199
Total liabilities and shareholders' equity $ 33,524 $ 31,662
Net interest income
(taxable-equivalent basis) 273.2 3.55 265.9 3.65
Less taxable-equivalent adjustment 2.9 2.5
Net interest income $ 270.3 $ 263.4
</TABLE>
<TABLE>
CONSOLIDATED AVERAGE BALANCE SHEET, NET INTEREST INCOME AND INTEREST RATES
The following are the Corporation's average balance sheet,
net interest income and interest rates:
<CAPTION>
Three months ended
September 30, 1994
------------------------------
Average Average
(in millions) balance Interest rate
<S> <C> <C> <C>
ASSETS
Loans $ 17,516 $ 333.8 7.58 %
Securities
Available for sale, at fair value 1,989 32.1 6.44
Held to maturity 8,090 115.5 5.70
Residential mortgages held for sale 285 5.3 7.44
Short-term investments
Time deposits in other banks 346 4.1 4.81
Federal funds sold and securities
purchased under agreements to resell 146 1.8 4.89
Trading account securities 23 .2 3.87
Total interest-earning assets 28,395 492.8 6.91
Reserve for credit losses (595)
Cash and due from banks 1,478
Other assets 1,701
Total assets $ 30,979
LIABILITIES
Savings, money market and
NOW accounts $ 8,923 42.3 1.88 %
Time certificates of deposit
of $100 thousand or more 1,041 14.1 5.39
Domestic time deposits 4,493 46.4 4.09
Foreign time deposits 431 4.9 4.50
Total interest-bearing deposits 14,888 107.7 2.87
Federal funds purchased and securities
sold under agreements to repurchase 6,513 73.6 4.48
Other borrowings 1,014 15.3 6.01
Total other borrowings 7,527 88.9 4.69
Notes and debentures 1,619 27.3 6.72
Total interest-bearing liabilities 24,034 223.9 3.70
Demand deposits 4,462
Other liabilities 349
Total liabilities 28,845
Shareholders' equity 2,134
Total liabilities and shareholders' equity $ 30,979
Net interest income
(taxable-equivalent basis) 268.9 3.78
Less taxable-equivalent adjustment 3.0
Net interest income $ 265.9
</TABLE>
<PAGE> -35-
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Shawmut Bank Connecticut, N.A., one of the
Corporation's subsidiaries, which served as
indenture trustee for certain healthcare receivable
backed bonds issued by certain special purpose
subsidiaries (the "Towers subsidiaries") of Towers
Financial Corporation ("Towers"), has been named in
a lawsuit filed in federal court in Manhattan by
purchasers of the bonds. The Towers subsidiaries
defaulted on the bonds and Towers and the
subsidiaries later filed for bankruptcy protection.
The suit seeks damages in an undetermined amount
equal to the difference between the current value
of the bonds and their face amount of approximately
$200 million, plus interest, as well as punitive
damages. The complaint, which also names as a
defendant the company that issued a double-A rating
on the bonds, alleges that Towers engaged in a
massive fraud against bondholders which, according
to the complaint, should have been detected at an
early stage by the bond rating agency and the
indenture trustee. The Corporation believes that
its actions were not the cause of any loss by the
bondholders, and it is vigorously defending the
action.
Shortly following the announcement on February 21,
1995 that Fleet Financial Group, Inc. ("Fleet") and
the Corporation had executed an agreement and plan
of merger (the "Merger Agreement") pursuant to
which the Corporation will merge with and into
Fleet (the "Merger"), certain alleged stockholders
of the Corporation filed seven purported class
action lawsuits in the Court of Chancery of the
State of Delaware in and for New Castle County (the
"Court") against the Corporation, the members of
the Corporation's board of directors and Fleet. The
complaints all make similar allegations concerning
the proposed Merger. The plaintiffs allege, among
other things, that the defendants have engaged in a
plan and scheme to enrich themselves at the expense
of the Corporation's public stockholders; that the
defendants have failed to fully disclose the true
value of the Corporation's assets and earnings
power and the future financial benefits which the
defendants expect to derive from the proposed
Merger; that the defendants have wrongfully failed
and refused to seek a purchase of the Corporation
at the highest possible price and have sought to
chill potential offers for the Corporation; that
the defendant members of the Corporation's board of
directors have breached the fiduciary duties owed
by them to the plaintiffs and the members of the
purported class; and that defendant Fleet has
induced and aided and abetted breaches of fiduciary
duty by the members of the Corporation's board of
directors. The plaintiffs seek, among other things, a
<PAGE> -36-
declaration that the proposed transaction is
unfair, unjust and inequitable; an injunction
preliminarily enjoining the defendants from taking
any steps necessary to accomplish or implement the
proposed Merger; and an order requiring the
defendants to compensate plaintiffs and the members
of the class for all losses and damages suffered
and to be suffered by them as a result of the acts
and transactions complained of in the complaints.
The plaintiffs also seek the award of the costs and
disbursements of the action, including reasonable
attorneys', accountants' and experts' fees. The
defendants believe the allegations contained in the
complaints are entirely without merit and intend to
contest them vigorously.
In addition, an alleged former stockholder of the
Corporation who claims to have sold shares of the
Corporation's common stock between December 11,
1994 and February 21, 1995 filed a purported class
action lawsuit on behalf of himself and all other
persons who sold the Corporation's common stock
between such dates in the United States District
Court for the Eastern District of New York against
the Corporation. The plaintiff alleges, among other
things, that, prior to the execution of the Merger
Agreement, the Corporation violated Section 10(b)
of the Exchange Act and Rule 10b-5 promulgated
thereunder by disseminating false information
and/or failing to disclose material facts necessary
in order not to mislead the investing public and by
artificially depressing the market price of the
Corporation's common stock as a result of these
alleged acts and omissions. In particular, the
plaintiff alleges that on December 11, 1994 a
newspaper article reported that Mr. Alvord had
"stated that a merger for Shawmut was not in the
cards and that he would be charting a course for
Shawmut as an independent institution." The
plaintiff contends that this newspaper article
constituted a representation by the Corporation,
that such alleged representation was materially
false and misleading when made and/or became
materially misleading, and that the Corporation had
a duty to correct this alleged representation as
soon as it believed that the alleged representation
was no longer accurate. The plaintiff seeks an
order requiring the Corporation to compensate
plaintiff and the members of the class for all
losses and damages suffered by them as a result of
the acts and omissions complained of in the
complaint. The plaintiff also seeks an award of the
costs and disbursements of the action, including
reasonable attorneys', accountants' and experts'
fees. The Corporation denies that the newspaper
article referred to by the plaintiff contains any
such statement by Mr. Alvord and further believes
the allegations contained in the complaint are
entirely without merit and intends to contest them
vigorously. The Corporation has filed a motion to
discuss the complaint, which is still pending.
<PAGE> -37-
The Corporation is also subject to various other
pending and threatened lawsuits in which claims for
monetary damages are asserted. Management,
after consultation with legal counsel, does not
anticipate that the ultimate liability, if any,
arising out of such other pending and threatened
lawsuits will have a material effect on the
Corporation's results of operations or financial
condition.
Item 5. Other Information
In June 1995, the Corporation announced its
intention to repurchase approximately 9 million
shares of common stock issued as a part of its
acquisition of Northeast Federal Corp. and expected
to be issued upon exercise of employee stock
options. Through September 30, 1995, the
Corporation had repurchased 8.1 million shares of
common stock at a cost of $256 million.
In July 1995, Shawmut New York Corporation
("SNYC"), a wholly owned subsidiary of the
Corporation formerly known as Northeast Federal
Corp., redeemed at par plus accumulated but unpaid
dividends at a total of $35.2 million of SNYC $8.50
Cumulative Preferred Stock, Series B (the "Series B
Preferred Stock"). SNYC has agreed to redeem the
remaining 105,000 shares of Series B Preferred
Stock no later than the tenth day after the
consummation of the Merger or December 29, 1995,
whichever is earlier.
In November 1995, SNYC redeemed at par plus accrued
and unpaid interest all 9% Uncertificated Sinking
Fund Debentures due May 8, 2012, having an
aggregate principal amount of $48.8 million.
Northeast Federal Corp. had issued the debentures
in 1992.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of Regulation S-
K are listed in the Table of Contents and Form
10-Q Cross-reference Index on page 2 of this
report and are filed herewith or are
incorporated herein by reference.
(b) Reports on Form 8-K - The Corporation filed
three reports on Form 8-K during the quarter
ended September 30, 1995.
<PAGE> -38-
The report dated July 19, 1995 (Item 7), filed
a press release of the Corporation, dated July
19, 1995, entitled " Shawmut National
Corporation reports second quarter operating
results of $91.1 million, or $.68 per common
share."
The report dated August 17, 1995 (Items 5 and
7) noted the previously reported pending
merger of the Corporation with and into Fleet
Financial Group, Inc. and filed:
(1) Unaudited Pro Forma Combined Financial
Information for Fleet Financial Group and
Subsidiaries and Shawmut National
Corporation and Subsidiaries and Notes
thereto.
(2) The following unaudited financial
statements of Fleet and accompanying
notes incorporated by reference from
Fleet's quarterly report on Form 10-Q for
the quarter ended June 30, 1995 (File No.
1-6366): Consolidated Balance Sheet -
June 30, 1995, Consolidated Statement of
Income for the three and six months ended
June 30, 1995, Consolidated Statement of
Cash Flows and Consolidated Statement of
Changes in Stockholders' Equity for the
six months ended June 30, 1995; Notes to
Consolidated Financial Statements (to the
extent applicable to the foregoing
Financial Statements). (Portions of
Fleet's Form 10-Q not specifically
incorporated by reference were not
required for this current report and were
not incorporated by reference.)
The report dated August 23, 1995 (Items 5 and
7) noted the previously reported pending
merger of the Corporation with and into Fleet
Financial Group, Inc., reported that a
detailed divestiture proposal had been
announced following extensive negotiations
with regulators, and filed:
(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> -39-
(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."
(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."
(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."
(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> -40-
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 thereunto
duly authorized.
SHAWMUT NATIONAL CORPORATION
(Registrant)
Date: November 13, 1995 By (Joel B. Alvord)
------------------------
Joel B. Alvord
Chairman and
Chief Executive Officer
Date: November 13, 1995 By (Susan E. Lester)
------------------------
Susan E. Lester
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
<PAGE> -41-
<TABLE>
SHAWMUT NATIONAL CORPORATION EXHIBIT 12
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS
<CAPTION>
Nine months
ended
(in thousands) September 30, Year ended December 31,
------------- -------------------------------------------------------------------
1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
Income (loss) before income taxes,
extraordinary credit and cumulative
effect of accounting changes $ 377,721 $ 371,604 $ 289,476 $ 108,625 $ (169,223) $ (155,672)
Portion of rents representative
of the interest factor 12,589 16,891 18,037 19,525 19,491 19,903
Interest on other borrowings 368,613 368,347 262,413 192,240 217,739 340,650
Interest on notes and debentures 122,930 94,807 70,646 59,321 60,436 63,105
Amortization of debt issuance cost 741 844 1,394 594 618 578
Earnings including interest on deposits 882,594 852,493 641,966 380,305 129,061 268,564
Interest on deposits 500,451 406,346 420,966 622,436 933,665 1,253,609
Earnings excluding interest on deposits $ 1,383,045 $ 1,258,839 $ 1,062,932 $ 1,002,741 $ 1,062,726 $ 1,522,173
FIXED CHARGES
Portion of rents representative
of the interest factor $ 12,589 $ 16,891 $ 18,037 $ 19,525 $ 19,491 $ 19,903
Interest on other borrowings 368,613 368,347 262,413 192,240 217,739 340,650
Interest on notes and debentures 122,930 94,807 70,646 59,321 60,436 63,105
Amortization of debt issuance cost 741 844 1,394 594 618 578
Fixed charges excluding interest on deposits 504,873 480,889 352,490 271,680 298,284 424,236
Interest on deposits 500,451 406,346 420,966 622,436 933,665 1,253,609
Fixed charges including interest on deposits $ 1,005,324 $ 887,235 $ 773,456 $ 894,116 $ 1,231,949 $ 1,677,845
COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDEND
REQUIREMENTS
Fixed charges excluding interest on deposits $ 504,873 $ 480,889 $ 352,490 $ 271,680 $ 298,284 $ 424,236
Preferred stock dividend requirements 31,874 24,117 23,438 15,952 2,262 2,328
$ 536,747 $ 505,006 $ 375,928 $ 287,632 $ 300,546 $ 426,564
Fixed charges including interest on deposits $ 1,005,324 $ 887,235 $ 773,456 $ 894,116 $ 1,231,949 $ 1,677,845
Preferred stock dividend requirements 31,874 24,117 23,438 15,952 2,262 2,328
$ 1,037,198 $ 911,352 $ 796,894 $ 910,068 $ 1,234,211 $ 1,680,173
RATIOS
Earnings to fixed charges
Excluding interest on deposits 1.75 x 1.77 x 1.82 x 1.40 x 0.43 x 0.63 x
Including interest on deposits 1.38 1.42 1.37 1.12 0.86 0.91
Earnings to combined fixed charges and
preferred stock dividend requirements
Excluding interest on deposits 1.64 1.69 1.71 1.32 0.43 0.63
Including interest on deposits 1.33 1.38 1.33 1.10 0.86 0.91
</TABLE>
<PAGE> -42-
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 1,162,708
<INT-BEARING-DEPOSITS> 138,829
<FED-FUNDS-SOLD> 282,600
<TRADING-ASSETS> 13,789
<INVESTMENTS-HELD-FOR-SALE> 897,436
<INVESTMENTS-CARRYING> 7,198,762
<INVESTMENTS-MARKET> 7,103,247
<LOANS> 21,633,960
<ALLOWANCE> 510,569
<TOTAL-ASSETS> 33,056,753
<DEPOSITS> 21,386,306
<SHORT-TERM> 6,454,538
<LIABILITIES-OTHER> 378,974
<LONG-TERM> 2,333,092
<COMMON> 1,293
0
303,185
<OTHER-SE> 2,199,365
<TOTAL-LIABILITIES-AND-EQUITY> 33,056,753
<INTEREST-LOAN> 1,340,311
<INTEREST-INVEST> 424,392
<INTEREST-OTHER> 28,567
<INTEREST-TOTAL> 1,793,270
<INTEREST-DEPOSIT> 500,451
<INTEREST-EXPENSE> 992,735
<INTEREST-INCOME-NET> 800,535
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 1,257
<EXPENSE-OTHER> 736,932
<INCOME-PRETAX> 377,721
<INCOME-PRE-EXTRAORDINARY> 236,656
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 236,656
<EPS-PRIMARY> 1.76
<EPS-DILUTED> 1.76
<YIELD-ACTUAL> 3.44
<LOANS-NON> 187,462
<LOANS-PAST> 42,831
<LOANS-TROUBLED> 22,213
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 542,116
<CHARGE-OFFS> 120,344
<RECOVERIES> 35,442
<ALLOWANCE-CLOSE> 510,569
<ALLOWANCE-DOMESTIC> 510,569
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
<PAGE>
</TABLE>
