<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 1995
REGISTRATION NO. 33-56621
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SHAWMUT NATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1212629
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
777 MAIN STREET ONE FEDERAL STREET
HARTFORD, CONNECTICUT 06115 BOSTON, MASSACHUSETTS 02211
TEL. (203) 986-2000 TEL. (617) 292-2000
(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:
WILLIAM S. RUBENSTEIN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TEL. (212) 735-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AGGREGATE AGGREGATE AMOUNT OF
AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SHARES TO BE REGISTERED REGISTERED PER UNIT PRICE(1) FEE
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,329,115 $22.11 $29,386,732.65 $10,133.43(3)
$.01................... shares(2)
</TABLE>
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(1) Solely for purposes of calculating the registration fee pursuant to Rule
457(g). Warrants (the "Warrants") exercisable for Common Stock registered
pursuant to this Registration Statement entitle the holder to purchase
shares of Common Stock at an exercise price of $22.11 per share.
(2) Pursuant to Rule 416, any shares of Common Stock issued under the
antidilution provisions of the Warrants are deemed to be registered
herewith.
(3) Previously paid.
THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 8(A) OF THE SECURITIES ACT OF 1933.
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<PAGE>
PROSPECTUS
SHAWMUT NATIONAL CORPORATION
1,329,115 SHARES OF
COMMON STOCK
-----------
Shawmut National Corporation ("SNC" or the "Company") has filed a
Registration Statement with the Securities and Exchange Commission relating to
1,329,115 shares of Common Stock, par value $.01 per share (the "Common
Stock"), issuable upon the exercise of warrants (the "Warrants") which were
issued on January 18, 1994 pursuant to a warrant agreement, dated as of January
7, 1994 (the "Warrant Agreement"), between SNC and Chemical Bank (the "Warrant
Agent"). Each Warrant entitles the holder thereof to purchase one share of
Common Stock at an Exercise Price of $22.11 per Warrant, subject to adjustment
(the "Exercise Price"), commencing at the opening of business on January 18,
1995 until 5:00 p.m. New York time on January 18, 1996 (the "Expiration Date").
The Exercise Price and/or securities issuable upon exercise are subject to
adjustment as set forth in the Warrant Agreement. The Warrants to purchase
shares of Common Stock were issued by SNC in settlement of certain litigation
pursuant to a United States federal district court approved Stipulation of
Compromise and Settlement, dated July 31, 1992 (the "Stipulation"). See
"Description of Warrants and Plan of Distribution."
The Common Stock is listed on the New York Stock Exchange (Symbol: SNC), on
which the last reported sales price on January 13, 1995 was $18 3/8 per share.
The Warrants are also listed on the New York Stock Exchange (Symbol: SNCWS), on
which the last reported sales price on January 13, 1995 was $2 5/8 per Warrant.
Subject to the terms of the Warrant Agreement, a Warrant may be exercised
upon surrender of the Warrant Certificate evidencing such Warrant (the "Warrant
Certificate") to Chemical Bank, as Warrant Agent, with the subscription form on
the reverse of such certificate duly executed and the signatures thereon
guaranteed, accompanied by payment of the Exercise Price by certified or
official bank check made payable to the Warrant Agent for the account of the
Company as follows:
By mail: By hand:
CHEMICAL BANK CHEMICAL BANK
Reorganization Department 55 Water Street
P.O. Box 1916 2nd Floor, Room 234
GPO Station New York, NY 10041
New York, NY 10116-1916
No fractional shares of Common Stock, cash or other consideration in lieu
thereof, will be issued. In the case of the exercise of less than all the
Warrants represented by a Warrant Certificate, SNC will execute, and the
Warrant Agent will authenticate, a new Warrant Certificate for the balance of
such Warrants. See "Description of Warrants and Plan of Distribution."
No underwriting discounts or commissions will be payable in connection with
the exercise of the Warrants. Assuming all of the Warrants are exercised by the
holders thereof at an Exercise Price of $22.11 per Warrant, the proceeds to the
Company would be $29,386,732.65 (before deducting expenses payable by the
Company estimated to be $115,000.00). No assurance can be given by the Company,
however, as to how many Warrants, if any, will be exercised.
THE COMMON STOCK WILL BE ISSUED BY A BANK HOLDING COMPANY AND WILL NOT BE
OBLIGATIONS OF A BANK AND WILL NOT BE INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER FEDERAL OR STATE AGENCY.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
January 13, 1994
<PAGE>
NORTH CAROLINA
THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT APPROVED
OR DISAPPROVED THIS OFFERING NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.
----------------
AVAILABLE INFORMATION
Shawmut National Corporation is subject to the informational requirements of
this Securities Exchange Act of 1934, as amended (the "1934 Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade Center, New York, New
York 10048; and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and copies of such materials can be obtained
from the Public Reference Section of the Commission at prescribed rates.
Reports, proxy and other information statements concerning the Company can also
be inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005. The Company's Common Stock, Depositary Shares
representing its 9.30% Cumulative Preferred Stock and the Warrants are listed
on the New York Stock Exchange.
The Company has filed a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with the Commission with respect to the Common Stock issuable upon
exercise of the Warrants being offered pursuant to this Prospectus. As
permitted by the rules and regulations of the Commission, this Prospectus omits
certain of the information contained in the Registration Statement. For further
information with respect to the Company and the Common Stock issuable upon
exercise of the Warrants being offered pursuant to this Prospectus, reference
is hereby made to such Registration Statement, including the exhibits filed as
part thereof. Statements contained in this Prospectus concerning the provisions
of certain documents filed with, or incorporated by reference in, the
Registration Statement are not necessarily complete, each such statement being
qualified in all respects by such reference. Copies of all or any part of the
Registration Statement, including the documents incorporated by reference
therein or exhibits thereto, may be obtained upon payment of the prescribed
rates at the offices of the Commission set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;
(ii) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994;
(iii) The Company's Current Reports on Form 8-K dated February 28, 1994,
March 1, 1994, March 7, 1994, March 28, 1994, April 19, 1994, April 28,
1994, May 5, 1994, June 13, 1994, July 20, 1994, August 2, 1994, August 12,
1994, December 29, 1994, January 6, 1995 and January 11, 1995; and
(iv) The descriptions of the Common Stock set forth in the Company's
filings pursuant to Section 12 of the 1934 Act and any amendment or report
filed for the purpose of updating those descriptions.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Common Stock issuable upon
exercise of the Warrants shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which is also deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Any person receiving a copy of this Prospectus, including any beneficial
owner, may obtain without charge, upon oral or written request, a copy of any
or all documents incorporated by reference into this Prospectus (other than
exhibits to such documents which are not specifically incorporated by reference
in such documents). Any such request should be directed to the Company at 777
Main Street, MSN 335 Hartford, Connecticut 06115, Attention: Shareholder
Relations, telephone number (203) 986-2028.
2
<PAGE>
THE COMPANY
SNC is a multibank holding company and a unitary savings and loan holding
company, registered under the Bank Holding Company Act of 1956, as amended, and
the Home Owners' Loan Act of 1933, as amended. It was organized under the laws
of the State of Delaware in October 1987 and became a bank holding company
through the consummation of a plan of reorganization between Hartford National
Corporation ("HNC") and Shawmut Corporation ("SC") pursuant to which both HNC
and SC became wholly owned subsidiaries of SNC. SNC maintains dual headquarters
in the States of Connecticut and Massachusetts. The principal executive offices
of the Company are located at 777 Main Street, Hartford, Connecticut 06115 and
One Federal Street, Boston, Massachusetts 02211. Its telephone numbers in
Connecticut and Massachusetts are (203) 986-2000 and (617) 292-2000,
respectively.
The principal business of SNC is to provide, through its bank subsidiaries,
comprehensive corporate, commercial, correspondent and individual banking
services, and personal and corporate trust services, through its network of
more than 300 branches located throughout Connecticut, Massachusetts, New
Hampshire and Rhode Island. SNC's principal banking subsidiaries are Shawmut
Bank Connecticut, National Association, Hartford, Connecticut and Shawmut Bank,
National Association, Boston, Massachusetts. SNC also has a bank subsidiary in
New Hampshire, Shawmut Bank NH. SNC's thrift subsidiary is Shawmut Bank, FSB.
At September 30, 1994, SNC had assets of $31.4 billion, deposits of $19.5
billion, loans of $17.7 billion and stockholders' equity of $2.1 billion.
USE OF PROCEEDS
The Company intends to use the net proceeds, if any, from the sale of the
Common Stock issued upon exercise of the Warrants for general corporate
purposes, including investments in marketable securities, investments in and
advances to the Company's subsidiaries, refinancing existing debt, and
financing possible future acquisitions, including acquisitions of banking
assets, assumptions of deposit liabilities and acquisitions involving financial
institutions offered for sale by regulatory agencies. No assurance can be given
by the Company, however, as to how many Warrants, if any, will be exercised.
DETERMINATION OF OFFERING PRICE
The Exercise Price of the Warrants of $22.11 per share of Common Stock was
determined by negotiation between the Company and counsel for the plaintiffs as
part of the terms of the Settlement Agreement. See "Description of Warrants and
Plan of Distribution."
DESCRIPTION OF COMMON STOCK
General. The authorized capital stock of the Company consists of 300,000,000
shares of Common Stock. As of September 30, 1994, there were issued 119,589,597
shares of Common Stock (including 8,398 shares of Common Stock held in the
Company's treasury).
As of September 30, 1994, 5,845,986 shares of Common Stock were reserved for
issuance upon the exercise of outstanding stock options under various employee
incentive and purchase plans, 2,659,356 shares of Common Stock were reserved
for issuance pursuant to the Company's dividend reinvestment and stock purchase
plans and an aggregate of 8,023,915 shares of Common Stock were reserved for
issuance upon consummation of certain acquisitions. In connection with the
settlement of certain litigation, the Company entered into the Warrant
Agreement which provides for the issuance of up to 1,329,115 shares of Common
Stock pursuant to the terms and conditions contained therein.
3
<PAGE>
The following description contains a summary of all of the material features
of the Common Stock but does not purport to be complete and is subject in all
respects to the applicable provisions of the Delaware General Corporation Law
and is qualified in its entirety by reference to the Restated Certificate of
Incorporation of the Company, as amended (the "Certificate"), and the terms of
the Rights Agreement (the "Rights Agreement"), dated as of February 28, 1989,
described below. A copy of each of the Certificate and the Rights Agreement is
incorporated in this Prospectus by reference.
Common Stock. The holders of Common Stock are entitled to dividends when and
as declared by the Company's Board of Directors out of funds legally available
therefor. Each series of the Company's preferred stock has preference over the
Common Stock with respect to the payment of dividends. The Company is also
subject to certain regulatory restrictions on the payment of dividends.
The holders of Common Stock are entitled to one vote for each share held on
all matters as to which stockholders are entitled to vote. The Common Stock is
the only security of the Company entitled to vote for directors, unless and
until the Company is in default on the equivalent of six quarterly dividends
payable on any series of preferred stock.
Except as otherwise provided in the resolution providing for the issue of any
series of preferred stock, in the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, after payment
shall have been made to the holders of all series of preferred stock of the
full preferential amounts to which such holders are entitled, the holders of
shares of Common Stock shall be entitled, to the exclusion of the holders of
preferred stock, to share, ratably according to the number of shares of Common
Stock held by them, in all remaining assets of the Company available for
distribution to its stockholders.
Certain business combinations involving the Company and any beneficial owner
of 10 percent or more of the outstanding voting stock of the Company, any
affiliate of the Company or any affiliate of such owner must be approved by the
holders of 80 percent of the outstanding voting stock, unless approved by a
majority of continuing directors or certain minimum price and procedural
requirements are met. These provisions may have the effect of delaying,
deferring or preventing a change of control of the Company.
Holders of Common Stock are not entitled to cumulative voting rights, or any
preemptive, preferential or subscription rights with respect to any securities
of the Company, except as described below under "Rights Plan." Outstanding
shares of Common Stock are fully paid and nonassessable.
Chemical Bank is the transfer agent, registrar and dividend disbursement
agent for Common Stock.
Rights Plan. On February 28, 1989, the Board of Directors of the Company
declared a dividend distribution of one right (a "Right") for each outstanding
share of Common Stock to stockholders of record at the close of business on
March 13, 1989. Subsequent to that date and prior to the occurrence of a
Distribution Date (described below), Rights shall be deemed to be delivered
with each share of Common Stock issued by the Company, including in connection
with the issuance of any shares of Common Stock hereunder. Each Right entitles
the registered holder to purchase from the Company a unit consisting of one
one-hundredth of a share (a "Unit") of Series A Preferred, at a Purchase Price
of $100 per Unit, subject to adjustment. The description and terms of the
Rights are summarized below and are set forth in the Rights Agreement between
the Company and Chemical Bank, as successor to Manufacturers Hanover Trust
Company, as Rights Agent.
At the present time, the Rights are attached to all Common Stock certificates
representing outstanding shares, and no separate Rights Certificates will be
distributed. The Rights will separate from the Common Stock and a Distribution
Date will occur upon the earliest of (i) 10 business days following a public
announcement that a person or group or affiliated of associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 20 percent or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date"), (ii) 10 business days (or such later date as may be
determined by the Board of Directors of the Company) following the commencement
of a tender offer or
4
<PAGE>
exchange offer that would result in a person or group beneficially owning 20
percent or more of such outstanding shares of Common Stock and (iii) 10
business days following the determination by the Board of Directors of the
Company upon a determination of at least a majority of the unaffiliated
"Continuing Directors" who are not officers of the Company, that, with respect
to any person who has, alone or together with his affiliates or associates,
become the beneficial owner of 10 percent or more of the shares of Common Stock
outstanding (a) such beneficial ownership by such person is intended to cause
the Company to repurchase the Common Stock beneficially owned by such person or
to cause pressure on the Company to take action or enter into a transaction or
series of transactions intended to provide such person with short-term
financial gain under circumstances where such Directors determine that the best
long-term interests of the Company and its stockholders would not be served by
taking such action or entering into such transactions or series of transactions
at that time or (b) such beneficial ownership is causing or reasonably likely
to cause a material adverse impact (including, but not limited to, impairment
of relationships with customers, impairment of the Company's ability to
maintain its competitive position or impairment of the Company's business
reputation or ability to deal with governmental agencies) on the business or
prospects of the Company (any such person being referred to herein and in the
Rights Agreement as an "Adverse Person").
The Rights are not exercisable until the Distribution Date and will expire at
the close of business on March 13, 1999 unless earlier redeemed by the Company
as described below.
In the event that (i) a person becomes the beneficial owner of 20 percent or
more of the then outstanding shares of Common Stock (except pursuant to an
offer for all outstanding shares of Common Stock which a majority of the
unaffiliated Continuing Directors who are not officers of the Company
determines to be fair to and otherwise in the best interests of the Company and
its stockholders),or (ii) the Board of Directors determines, upon the
determination by at least a majority of the unaffiliated Continuing Directors
who are not officers of the Company, that a person is an Adverse Person, each
holder of a Right will thereafter have the right to receive upon exercise
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company) having a value (based on the lowest closing price of the Common
Stock during the 12-month period preceding such event) equal to two times the
exercise price of the Right. Notwithstanding any of the foregoing, following
the occurrences of any of the events set forth in this paragraph, all rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person or Adverse Person will be null
and void. However, Rights are not exercisable following the occurrence of
either of the events set forth above until such times as the Rights are no
longer redeemable by the Company as set forth below.
In the event that, at any time following the Stock Acquisition Date or the
determination that someone is an Adverse Person (i) the Company is acquired in
a merger or other business combination transaction in which the Company is not
the surviving company or in which it is the surviving company but the Common
Stock is changed or exchanged (other than a merger which follows an offer
described in the preceding paragraph) or (ii) more than 50 percent of the
Company's assets, cash flow or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the exercise price
of the Right. The events set forth in this paragraph and in the preceding
paragraph are referred to as the "Triggering Events."
In general, at any time until 10 business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors). Under certain
circumstances set forth in the Rights Agreement, the decision to redeem the
Rights will require the concurrence of a majority of the Continuing Directors.
The Company may not redeem the rights if the Board of Directors has previously
declared a person to be an Adverse Person. Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the $.01
redemption price.
5
<PAGE>
The term "Continuing Directors" means any member of the Board of Directors of
the Company who was a member of the Board prior to the date of the Rights
Agreement, and any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors,
but will not include an Acquiring Person, as Adverse Person, or an affiliate or
associate of any such Person or any representative of any of the foregoing.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company including, without limitation, the right to
vote or to receive dividends.
Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors prior to the Distribution Date. After the Distribution Date,
the provisions of the Rights Agreement may be amended by the Board (in certain
circumstances, with the concurrence of the Continuing Directors) in order to
cure any ambiguity, to make changes which do not adversely affect the interest
of holders of Rights, or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time
period governing redemption shall be made at such time as the Rights are not
redeemable.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner defined as a Triggering Event unless the offer is conditioned on a
substantial number of Rights being acquired. The Rights, however, should not
affect any prospective offeror willing to make an offer for all outstanding
shares of Common Stock and other voting securities at a fair price and
otherwise in the best interests of the Company and its stockholders as
determined by the Board of Directors or affect any prospective offeror willing
to negotiate with the Board of Directors. The Rights should not interfere with
any merger or other business combination approved by the Board of Directors
since the Board of Directors may, at its option, at any time until ten business
days following the Stock Acquisition Date, redeem all, but not less than all,
of the then outstanding Rights at the $.01 redemption price.
DESCRIPTION OF WARRANTS AND PLAN OF DISTRIBUTION
On October 27, 1992, the United States District Court for the District of
Connecticut approved a settlement (the "Settlement") entered into between the
Company and plaintiffs in certain purported class action and derivative
lawsuits entitled Steiner, et al. vs. Shawmut National Corporation et al., No.
H-90-253 (AHN) and Zimmerman vs. Shawmut National Corporation, et. al., No.
2:91 CV 258 (AHN). Pursuant to the Settlement, the terms of which are set forth
in a Stipulation of Compromise and Settlement (the "Stipulation") made and
entered into as of July 31, 1992, the Company agreed to issue and distribute
warrants to purchase fully paid and non-assessable shares of the Common Stock
of the Company. In accordance with the provisions of the Stipulation, 1,329,115
Warrants representing the right to acquire 1,329,115 shares of Common Stock at
an initial Exercise Price of $22.11 per Warrant were issued pursuant to the
Settlement and Stipulation.
The terms and conditions of the Warrants are set out in the Warrant Agreement
between the Company and Chemical Bank, as Warrant Agent, dated as of January 7,
1994, and the Warrants are represented by a Warrant Certificate. The following
is a general description of the terms and conditions of the Warrants and
Warrant Agreement and is qualified in its entirety by reference to the
provisions of the Warrant Agreement and form of Warrant Certificate, which is
incorporated by reference herein.
The Warrant Agreement provides for the issuance of 1,329,115 Warrants, each
representing initially the right to acquire upon exercise one share of Common
Stock at an Exercise Price of $22.11 per Warrant, subject to certain
adjustments described below. The Warrants are exercisable for a period of one
year, commencing on January 18, 1995 and ending at 5:00 p.m., New York City
time, on January 18, 1996. The Exercise Price and/or the securities issuable
upon exercise are subject to adjustment as set forth in the Warrant Agreement
6
<PAGE>
to account for payment by the Company of stock dividends payable in shares of
Common Stock, subdivisions, combinations and reclassifications of the Common
Stock into a greater or lesser number of shares, mergers or consolidations of
the Company with or into another company, and the acquisition of all the
outstanding Common Stock by any person or company. The Warrants permit the
Company to make additional reductions in the Exercise Price in order that any
event treated for federal income tax purposes as a dividend of stock or stock
rights shall not be taxable to the recipients. The Warrant Agreement provides
that upon any adjustment to the Exercise Price, as provided therein, the
Company will cause a notice to be given to the holders of the Warrants of such
adjustment.
Subject to the terms of the Warrant Agreement, a Warrant may be exercised
upon surrender of the Warrant Certificate evidencing such Warrant (the "Warrant
Certificate") to Chemical Bank, as Warrant Agent, with the subscription form on
the reverse of such Certificate duly executed and the signatures thereon
guaranteed, accompanied by payment of the Exercise Price by certified or
official bank check made payable to the Warrant Agent for the account of the
Company as follows:
By mail: By hand:
CHEMICAL BANK CHEMICAL BANK
Reorganization Department 55 Water Street
P.O. Box 1916 2nd Floor, Room 234
GPO Station New York, NY 10041
New York, NY 10116-1916
No fractional shares of Common Stock, cash or other consideration in lieu
thereof, will be issued. In the case of the exercise of less than all the
Warrants represented by a Warrant Certificate, SNC will execute, and the
Warrant Agent will authenticate, a new Warrant Certificate for the balance of
such Warrants.
No underwriting discounts or commissions will be payable in connection with
the exercise of the Warrants. Assuming all of the Warrants are exercised by the
holders thereof at an Exercise Price of $22.11 per Warrant, the proceeds to the
Company would be $29,386,732.65 (before deducting expenses payable by the
Company estimated to be $115,000.00). No assurance can be given by the Company,
however, as to how many Warrants, if any, will be exercised.
The Company's Common Stock and the Warrants are listed on the New York Stock
Exchange.
VALIDITY OF COMMON STOCK
The validity of the Common Stock will be passed upon for the Company by
Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue, New York, New York
10022, counsel to the Company.
EXPERTS
The financial statements of the Company incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of the Company for the year ended
December 31, 1993 and the Current Report on Form 8-K dated August 2, 1994 have
been so incorporated in reliance upon the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The financial statements of the Business Finance Division of Barclays
Business Credit, Inc. incorporated in this Prospectus by reference to the
Company's Current Report on Form 8-K dated January 11, 1995 have been so
incorporated in reliance upon the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
The financial statements of Northeast Federal Corp. incorporated in this
Prospectus by reference to the Current Report on Form 8-K dated January 11,
1995 have also been so incorporated in reliance upon the report of Deloitte &
Touche LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
7
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESEN-
TATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AU-
THORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITA-
TION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT
RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECU-
RITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UN-
DER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CON-
TAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Determination of Offering Price............................................ 3
Description of Common Stock................................................ 3
Description of Warrants and Plan of Distribution........................... 6
Validity of the Common Stock............................................... 7
Experts.................................................................... 7
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1,329,115 SHARES
SHAWMUT NATIONAL CORPORATION
COMMON STOCK
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
All of the expenses listed below are estimated except for the Commission
registration fee.
<TABLE>
<S> <C>
Commission registration fee................................... $10,133.43
Warrant Agent fees and expenses............................... 57,000.00
Accountants' fees and expenses................................ 5,000.00
Legal fees and expenses....................................... 30,000.00
Printing expenses............................................. 3,000.00
Miscellaneous................................................. 9,866.57
-----------
Total..................................................... $115,000.00
===========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement
of such action,and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. Sections
14 though 24 of the Company's By-laws provide for the indemnification of its
directors and officers as authorized by Section 145 of the Delaware General
Corporation Law.
Article Fifth of the Company's Restated Certificate of Incorporation provides
that no director of the Company shall be personally liable to the Company or
its stockholders for monetary damages for any breach of his fiduciary duty as a
director except for liability (1) for any breach of the director's duty of
loyalty to the Company or its stockholders, (2) for acts or omissions that are
not in good faith or involve intentional misconduct or a knowing violation of
the law, (3) under Section 174 of the Delaware General Corporation Law or (4)
for any transaction from which the director derived an improper personal
benefit.
The directors and officers of the Company and its subsidiaries are insured
(subject to certain exceptions and deductions) against liabilities which they
may incur in their capacity as such, including liabilities under the Securities
Act, under liability insurance policies carried by the Company. In addition,
the Company has entered into indemnification agreements with the directors of
the Company which provide that the Company will honor its obligations pursuant
to its By-laws within 30 days of written demand and will, under certain
circumstances, provide security for its obligations to indemnify. Section 8(k)
of the Federal Deposit Insurance Act prohibits or limits certain types of
indemnification payments to directors and officers as well as other employees
and individuals who are "institution-affiliated parties."
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
2(a) Agreement and Plan of Merger by and between Shawmut National
Corporation and Northeast Federal Corp. dated June 11, 1994
(incorporated by reference to the Company's Current Report on Form 8-K
(File No. 1-10102), dated January 6, 1995).*
2(b) Purchase and Assumption Agreement among Barclays Business Credit Inc.,
Barclays Bank PLC, Shawmut National Corporation and Shawmut Bank
Connecticut, N.A. dated November 12, 1994 (incorporated by reference
to the Company's Current Report on Form 8-K (File No. 1-10102), dated
January 6, 1995).*
4(a) Restated Certificate of Incorporation (incorporated by reference to the
Company's Current Report on Form 8-K (File No. 1-10102), dated
December 29, 1994).*
4(b) Amendment to the Restated Certificate of Incorporation (incorporated by
reference to the Company's Current Report on Form 8-K (File No. 1-
10102 dated December 29, 1994).*
4(c) By-laws, as amended (incorporated by reference to the Company's
Registration Statement on Form S-4 (File No. 33-17765) filed October
7, 1987).*
4(d) By-laws, as amended (incorporated by reference to the Company's
Quarterly Report on Form 10-Q filed November 12, 1993).*
4(e) Shareholder Rights Plan (incorporated by reference to the Company's
Registration Statement on Form 8-A (File No. 1-10102) filed March 7,
1989).*
4(f) Form of Warrant Agreement, including Form of Warrant Certificate.*
4(g) Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of Shawmut National Corporation
(incorporated by reference to the Company's Current Report on Form 8-K
(File No. 1-10102), dated December 29, 1994).*
4(h) Certificate of Designation of 9.30% Cumulative Preferred Stock of
Shawmut National Corporation (incorporated by reference to the
Company's Current Report on Form 8-K (File No. 1-10102), dated
December 29, 1994).*
4(i) Amendment to the Certificate of Designation of 9.30% Cumulative
Preferred Stock (incorporated by reference to the Company's Current
Report on Form 8-K (File No. 1-10102), dated December 29, 1994).*
4(j) Certificate of Correction Filed to Correct a Certain Error in the
Certificate of Designation of 9.30% Cumulative Preferred Stock
(incorporated by reference to the Company's Current Report on Form 8-K
(File No. 1-10102), dated December 29, 1994).*
5 Opinion of Skadden, Arps, Slate, Meagher & Flom.*
23(a) Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit
5).
23(b) Consent of Price Waterhouse LLP, Hartford, Connecticut (for the
Company).
23(c) Consent of Price Waterhouse LLP, Hartford, Connecticut (for the
Business Finance division of Barclays Business Credit, Inc.).
23(d) Consent of Deloitte & Touche LLP.
24 Powers of Attorney.*
</TABLE>
- --------
* Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or event arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
II-2
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 THIS AMENDMENT NO. 1 TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BOSTON, COMMONWEALTH OF MASSACHUSETTS, ON JANUARY
13, 1995.
Shawmut National Corporation
By: *
---------------------------------
JOEL B. ALVORD CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED ON JANUARY 13, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman, Chief Executive Officer
- ------------------------------------- and Director (Principal Executive
(JOEL B. ALVORD) Officer)
* President, Chief Operating Officer
- ------------------------------------- and Director
(GUNNAR S. OVERSTROM, JR.)
* Chief Financial Officer (Principal
- ------------------------------------- Financial Officer and Principal
(SUSAN E. LESTER) Accounting Officer)
* Director
- -------------------------------------
(STILLMAN B. BROWN)
* Director
- -------------------------------------
(JOHN T. COLLINS)
* Director
- -------------------------------------
(FERDINAND COLLOREDO-MANSFELD)
* Director
- -------------------------------------
(BERNARD M. FOX)
* Director
- -------------------------------------
(ROBERT J. MATURA)
* Director
- -------------------------------------
(LOIS D. RICE)
* Director
- -------------------------------------
(MAURICE SEGALL)
* Director
- -------------------------------------
(SAMUEL O. THIER)
* Director
- -------------------------------------
(PAUL R. TREGARTHA)
* Director
- -------------------------------------
(WILSON WILDE)
</TABLE>
*By: /s/ Harriet Munrett Wolfe
--------------------------
HARRIET MUNRETT WOLFE
BY POWER OF ATTORNEY
II-4
<PAGE>
EXHIBIT INDEX
EXHIBITS
<TABLE>
<C> <S>
2(a) Agreement and Plan of Merger by and between Shawmut National
Corporation and Northeast Federal Corp. dated June 11, 1994
(incorporated by reference to the Company's Current Report on Form 8-K
(File No. 1-10102), dated January 6, 1995).*
2(b) Purchase and Assumption Agreement among Barclays Business Credit Inc.,
Barclays Bank PLC, Shawmut National Corporation and Shawmut Bank
Connecticut, N.A. dated November 12, 1994 (incorporated by reference
to the Company's Current Report on Form 8-K (File No.
1-10102), dated January 6, 1995).*
4(a) Restated Certificate of Incorporation (incorporated by reference to the
Company's Current Report on Form 8-K (File No. 1-10102), dated
December 29, 1994.)*
4(b) Amendment to the Restated Certificate of Incorporation (incorporated by
reference to the Company's Current Report on Form 8-K (File No. 1-
10102), dated December 29, 1994).*
4(c) By-laws, as amended (incorporated by reference to the Company's
Registration Statement on Form S-4 (File No. 33-17765) filed October
7, 1987).*
4(d) By-laws, as amended (incorporated by reference to the Company's
Quarterly Report on Form10-Q filed November 12, 1993).*
4(e) Shareholder Rights Plan (incorporated by reference to the Company's
Registration Statement on Form 8-A (File No. 1-10102) filed March 7,
1989).*
4(f) Form of Warrant Agreement, including Form of Warrant Certificate.*
4(g) Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of Shawmut National Corporation
(incorporated by reference to the Company's Current Report on Form 8-K
(File No. 1-10102), dated December 29, 1994).*
4(h) Certificate of Designation of 9.30% Cumulative Preferred Stock of
Shawmut National Corporation (incorporated by reference to the
Company's Current Report on Form 8-K (File No. 1-10102), dated
December 29, 1994).*
4(i) Amendment to the Certificate of Designation of 9.30% Cumulative
Preferred Stock (incorporated by reference to the Company's Current
Report on Form 8-K (File No. 1-10102), dated December 29, 1994).*
4(j) Certificate of Correction Filed to Correct a Certain Error in the
Certificate of Designation of 9.30% Cumulative Preferred Stock
(incorporated by reference to the Company's Current Report on Form 8-K
(File No. 1-10102), dated December 29, 1994).*
5 Opinion of Skadden, Arps, Slate, Meagher & Flom.*
23(a) Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit
5).
23(b) Consent of Price Waterhouse LLP, Hartford, Connecticut (for the
Company).
23(c) Consent of Price Waterhouse LLP, Hartford, Connecticut (for the
Business Finance division of Barclays Business Credit, Inc.).
23(d) Consent of Deloitte & Touche LLP.
24 Powers of Attorney.*
</TABLE>
- --------
* Previously Filed
<PAGE>
Exhibit 23(b)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-56621) of
Shawmut National Corporation of our report dated January 19, 1994 appearing on
page F-3 of Shawmut National Corporation's Annual Report of Form 10-K for the
year ended December 31, 1993 and our report dated January 19, 1994, except as to
Note 2 as to which the date is July 28, 1994, appearing on page 8 of the Current
Report on Form 8-K of Shawmut National Corporation dated August 2, 1994. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Hartford, Connecticut
January 10, 1995
<PAGE>
Exhibit 23(c)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-56621) of
Shawmut National Corporation of our report dated December 16, 1994 relating to
the financial statements of the Business Finance Division of Barclays Business
Credit, Inc., which appears in the Current Report on Form 8-K of Shawmut
National Corporation dated January 11, 1995. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Hartford, Connecticut
January 11, 1995
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Shawmut National Corporation on Form S-3 (No. 33-56621) of our report dated
January 21, 1994 (August 12, 1994 as to Note 26), relating to the consolidated
financial statements of Northeast Federal Corp. and subsidiary as of December
31, 1993 and for the year then ended, which appears in the Current Report on
Form 8-K of Shawmut National Corporation dated January 11, 1995 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
the Registration Statement.
/s/ Deloitte & Touche LLP
Hartford, Connecticut
January 13, 1995
