<PAGE> 1
As filed with the Securities and Exchange Commission on November 29, 1995
Registration No. 33-57627
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
SHAWMUT NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <S> <S>
Delaware 6712 06-1212629
(State or other jurisdiction of (Primary Standard Industrial (I.R.S employer
incorporation or organization) Classification Code Number) identification no.)
777 Main Street One Federal Street
Hartford, Connecticut 06115 Boston, Massachusetts 02211
Tel. (203) 986-2000 Tel. (617) 292-2000
</TABLE>
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
J. Michael Shepherd, Esq.
One Federal Street
Boston, Massachusetts 02211
Tel. (617) 292-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Donald J. Toumey, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
If any of the securities being registered on this form are being
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. /__/
<PAGE>
<PAGE> 2
Explanatory Note
This Post-Effective Amendment No. 2 consists of no exhibits. On
June 9, 1995, the merger of Northeast with and into a wholly-owned
subsidiary of Shawmut was consummated, and each issued and outstanding
share of Northeast Common Stock was converted into, and became exchangeable
for .415 shares of Shawmut Common Stock, resulting in the issuance of an
aggregate of 6,485,739 shares of Shawmut Common Stock. Therefore, in
accordance with Item 22(a) in Part II of the Registration Statement
relating to certain undertakings, this Post-Effective Amendment No. 2 is
being filed by Shawmut for the purpose of deregistering 1,548,316 shares of
Shawmut Common Stock. Capitalized terms used and not defined in this
Explanatory Note have the meaning set forth in the Proxy
Statement/Prospectus included in this Registration Statement.
<PAGE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Hartford, State of Connecticut, on November 29, 1995.
SHAWMUT NATIONAL CORPORATION
By: /s/ JOEL B. ALVORD
Joel B. Alvord
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated on November 29, 1995.
Signatures Title
/s/ JOEL B. ALVORD Chairman, Chief Executive Officer, and
Joel B. Alvord Director (Principal Executive Officer)
*GUNNAR S. OVERSTROM, JR. President, Chief Operating Officer and
Gunnar S. Overstrom, Jr. Director
*SUSAN E. LESTER Chief Financial Officer (Principal
Susan E. Lester Financial Officer and Principal
Accounting Officer)
*STILLMAN B. BROWN Director
Stillman B. Brown
<PAGE>
<PAGE> 4
Signatures Title
*JOHN T. COLLINS Director
John T. Collins
*FERDINAND COLLOREDO-MANSFIELD Director
Ferdinand Colloredo-Mansfield
*BERNARD M. FOX Director
Bernard M. Fox
*ROBERT J. MATURA Director
Robert J. Matura
Lois D. Rice Director
*MAURICE SEGALL Director
Maurice Segall
*PAUL R. TREGURTHA Director
Paul R. Tregurtha
*WILSON WILDE Director
Wilson Wilde
*By: /s/ HARRIET MUNRETT WOLFE
Harriet Munrett Wolfe
Attorney-in-fact
