This document is identical to the Scheduled 13-D
Amendment No. 3 filed in paper format on October 7, 1993. Subject company
was phased in as of July, 1993. Pursuant to conversations with the
staff, this EDGAR filing, including attachments, is made to comply
with Regulation S-T.
<PAGE>
Item 2. Identity and Background.
The names of the current directors and executive officers of
the Reporting Person and their respective addresses, citizenship,
and present principal occupations or employment and the names,
principal business and address of any corporations or other
organizations in which such employment is conducted, are set
forth on Schedule I hereto, which Schedule is incorporated herein
by reference.
During the last five years, neither the Reporting Person nor,
to the best knowledge of the Reporting Person, any of the persons
listed in Schedule I hereto: (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person using $23,800,000 of its working capital
acquired from the Commission in a private transaction the 600,000
Share Warrant, the 200,000 Share Warrant and the Preferred Stock.
Item 4. Purpose of Transaction.
The acquisition of the Warrants by the Reporting Person was
made solely for investment purposes. The investment by the
Reporting Person in the Issuer is passive and non-controlling.
Other than the acquisition of the Warrants and the concurrent
acquisition of the Preferred Stock, the Reporting Person has no
present plan or proposal to make additional purchases of Common
Stock or other securities of the Issuer either in the open market
or in private transactions. Subject to certain restrictions set
forth in the Purchase Agreement, the Warrants and applicable
securities laws and regulations, the Reporting Person may (but
has no present plan or proposal to) dispose of all or part of its
investment in securities of the Issuer. For further information
concerning the restrictions contained in the Purchase Agreement
and the Warrant on the disposition by the Reporting Person of
certain securities of the Issuer, see Item 6 below.
The Reporting Person has no plans or proposals which relate
to or would result in:
(1) any extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries;
(2) any sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(3) any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any
existing vacancies on the board;
(4) any material change in the present capitalization
or dividend policy of the Issuer;
(5) any other material change in the Issuer's business
or corporate structure;
(6) any change in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any
person;
(7) causing the Common Stock of the Issuer to be
delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(8) causing a class of equity securities of the Issuer
to become eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934;
or
(9) any action similar to any of those enumerated
above;
except that, with respect to (3) above, pursuant to the terms of
the Preferred Stock, the Reporting Person has the right each year
to nominate and elect two persons to the board of directors of
the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) As of September 28, 1993, the Reporting Person
beneficially owned 800,000 shares of Common Stock. Based upon
information contained in the Issuer's Form 10-Q for the period
ended June 30, 1993 that at June 30, 1993 there were 13,474,615
shares of the Issuer's Common Stock outstanding, the 800,000
shares beneficially owned represents 5.6% of the Common Stock.
The Reporting Person has the right to exercise each of the
Warrants in whole and thus to acquire 800,000 shares of Common
Stock. Neither Warrant is exercisable in part.
Except as stated herein or on Schedule I with respect to any
executive officer or director of the Reporting Person, neither
the Reporting Person nor, to the best knowledge of the Reporting
Person, any executive officer or director of the Reporting
Person, is the beneficial owner of, or has the right to acquire,
directly or indirectly, shares of Common Stock.
(b) The Reporting Person has the sole power to vote or to
direct the vote, and to dispose or to direct the disposition of,
the shares of Common Stock receivable upon exercise of either
Warrant. The Reporting Person does not have the right to vote or
dispose of the shares of Common Stock subject to either Warrant
unless and until such time as it exercises such Warrant.
(c) Neither the Reporting Person nor, to the best knowledge
of the Reporting Person, any of the persons listed in Schedule I
hereto have engaged in any transaction during the past 60 days in
any shares of the Common Stock, except as disclosed in this
Statement.
(d) To the best knowledge of the Reporting Person, no person
other than the Reporting Person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from, the sale of, the shares of Common Stock receivable upon
exercise of either Warrant, nor does the Reporting Person have
the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the shares of
Common Stock subject to either Warrant, unless and until the
Reporting Person exercises the Warrant.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Purchase Agreement and the Warrants set forth certain
agreements applicable to the Reporting Person with respect to the
disposition of the Warrant and the Common Stock issuable upon the
exercise thereof and with repect to the Preferred Stock.
Except as set forth in this Statement, to the best knowledge
of the Reporting Person, there are no other contracts,
arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the
Issuer, including but not limited to, transfer or voting of any
of the securities of the Issuer, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, or a
pledge or contingency the occurrence of which would give another
person voting or investment power over the securities of the
Issuer.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
THE RHODE ISLAND DEPOSITORS
ECONOMIC PROTECTION CORPORATION
By:Richard H. Gaskill
Richard H. Gaskill,
Executive Director
Dated: October 7, 1993
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
THE RHODE ISLAND DEPOSITORS ECONOMIC PROTECTION CORPORATION ("DEPCO")
1. The Hon. Bruce Sundlun, Director and Chairman
Business Address: State House
Providence, RI 02903
Principal Occupation: Governor of the State of
Rhode Island
Citizenship: USA
Stock Ownership: None
2. Kenneth R. Dulgarian, Director1
Residence Address: 285 Blackstone Boulevard
Providence, RI 02906
Principal Occupation: President of College Hill
Bookstore (retail book
store) and Avon Cinema
(movie theater),
Providence, RI
Citizenship: USA
Stock Ownership: None
3. Judith M. Morse, Director and Treasurer
Residence Address: 2 Progress Avenue
East Providence, RI 02914
Principal Occupation: Assistant Professor of
Accounting, Providence
College, Providence, RI
Citizenship: USA
Stock Ownership: None
_______________
1. Subject to confirmation by the Rhode Island Senate.
4. Edmund V. Marshall, Director
Residence Address: 101 Pegwin Drive
East Greenwich, RI 02818
Principal Occupation: Retired
Citizenship: USA
Stock Ownership: None
5. L. Kent Densley, Director and Vice Chairman
Residence Address: 31 Riverside Drive
Barrington, RI 02806
Principal Occupation: Owner, East Bay TrueValue
Hardware (retail hardware
store), Riverside, RI
Citizenship: USA
Stock Ownership: None
6. Richard H. Gaskill, Executive Director and Secretary
Business Address: 89 Jefferson Boulevard
Warwick, RI 02888
Principal Occupation: Executive Director of
DEPCO
Citizenship: USA
Stock Ownership: None
7. Michael V. Frazier, Deputy Director of Finance and
Administration
Business Address: 89 Jefferson Boulevard
Warwick, RI 02888
Principal Occupation: Deputy Director of Finance
and Administration of
DEPCO
Citizenship: USA
Stock Ownership: None
8. Peter G. Barton, Investigations Manager
Business Address: 89 Jefferson Boulevard
Warwick, RI 02888
Principal Occupation: Investigations
Manager of DEPCO
Citizenship: USA
Stock Ownership: None
9. Michael E. Geezil, Controller/Agreement Manager
Business Address: 89 Jefferson Boulevard
Warwick, RI 02888
Principal Occupation: Controller and Agreement
Manager of DEPCO
Citizenship: USA
Stock Ownership: None
<PAGE>
[TEXT]
THE FOLLOWING TEXT IS ELECTRONIC COPIES OF THE ORIGINAL SCHEDULE 13-D, DATED
JUNE 15, 1993, AMENDMENT NO. 1 TO SCHEDULE 13-D, DATED JUNE 22, 1993, AND
AMENDMENT NO. 2 TO SCHEDULE 13-D, DATED JUNE 25, 1993. THE TEXT OF AMENDMENT
NO. 3 TO SCHEDULE 13-D, DATED OCTOBER 7, 1993, AND INADVERTEDLY FILED IN
PAPER FORM, IS IDENTICAL TO THIS ELECTRONIC FILING. THE TEXT OF THE ORIGINAL
SCHEDULE 13-D AND AMENDMENTS NO. 1 AND NO. 2 ARE INCLUDED IN THIS
ELECTRONIC FILING FOR CONVENIENCE ONLY.
Item 1. Security and Issuer.
This statement relates to shares of common stock, $.01 par
value ("Common Stock"), of Northeast Federal Corp., a Delaware
corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 50 State House Square, Hartford,
Connecticut 06103.
Item 2. Identity and Background.
This statement is being filed by The Rhode Island Depositors
Economic Protection Corporation, a Rhode Island public
corporation (the "Reporting Person").
The Reporting Person was created by the Rhode Island
Depositors Economic Protection Act, Title 42, Chapter 116 of the
Rhode Island General Laws, as amended by Chapter 9 of the 1992
Public Laws of Rhode Island (the "Act"), for the purpose of
protecting depositors of certain credit unions and other
financial institutions in the State of Rhode Island whose
deposits were previously insured by the Rhode Island Share and
Deposit Indemnity Corporation ("RISDIC"), a private deposit
insurance fund which entered conservatorship on December 31,
1990. The address of its principal business and office is 95
Jefferson Boulevard, Warwick, Rhode Island 02888. The names of
the directors and executive officers of the Reporting Person and
their respective addresses, citizenship, and present principal
occupations or employment and the names, principal business and
address of any corporations or other organizations in which such
employment is conducted, are set forth on Schedule I hereto,
which Schedule is incorporated herein by reference.
During the last five years, neither the Reporting Person nor,
to the best knowledge of the Reporting Person, any of the persons
listed in Schedule I hereto: (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person using $2,040,000 of its working capital
acquired from the Issuer (i) a warrant to purchase 600,000 shares
of the Issuer's Common stock (the "600,000 Share Warrant"), and
(ii) a warrant to purchase 200,000 shares of the Issuer's Common
Stock (the "200,000 Share Warrant"). The exercise price for the
600,000 Share Warrant is $2.50 per share and the exercise price
for the 200,000 Share Warrant is $4.25 per share, in each case
subject to customary anti-dilution adjustments. Each of the
600,000 Share Warrant and the 200,000 Share Warrant (singly a
"Warrant" and collectively the "Warrants") may be exercised as to
all but not less than all of the shares during the period
commencing ninety days from May 8, 1992 and terminating May 8,
2002. The aggregate exercise price for the 600,000 Share Warrant
would be $1,500,000 and for the 200,000 Share Warrant would be
$850,000. It is expected that the source of funds for any
exercise of either or both Warrants by the Reporting Person in
the future would be working capital of the Reporting Person.
Item 4. Purpose of Transaction.
The acquisition of the Warrants by the Reporting Person was
made solely for investment purposes and concurrent with the
acquisition of certain Preferred Stock of the Issuer referred to
in Item 6. Such acquisitions were made to enable the Issuer's
wholly-owned subsidiary, Northeast Savings, F.A. to comply with
requirements imposed by its regulators, principally the Federal
Deposit Insurance Corporation and the Office of Thrift
Supervision, as a condition to their approval of the transactions
by which Northeast Savings, F.A. acquired four failed financial
institutions in receivership in the Rhode Island Superior Court
of Providence County. The net proceeds from the acquisition of
the Warrants and the Preferred Stock was transferred by the
Issuer to Northeast Savings, F.A., thereby increasing the common
equity capital of Northeast Savings, F.A. before the acquisition
of the four failed institutions was completed. The investment by
the Reporting Person in the Issuer is passive and
non-controlling.
Other than the acquisition of the Warrants and the concurrent
acquisition of certain Preferred Stock of the Issuer referred to
in Item 6, the Reporting Person has no present plan or proposal
to make additional purchases of Common Stock or other securities
of the Issuer either in the open market or in private
transactions. Subject to certain restrictions set forth in the
Stock and Warrant Purchase Agreement dated as of April 21, 1992
(the "Purchase Agreement"), the Warrants and applicable
securities laws and regulations, the Reporting Person may (but
has no present plan or proposal to) dispose of all or part of its
investment in securities of the Issuer. For further information
concerning the restrictions contained in the Purchase Agreement
and the Warrant on the disposition by the Reporting Person of
certain securities of the Issuer, see Item 6 below.
The Reporting Person has no plans or proposals which relate
to or would result in:
(1) any extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries;
(2) any sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(3) any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any
existing vacancies on the board;
(4) any material change in the present capitalization
or dividend policy of the Issuer;
(5) any other material change in the Issuer's business
or corporate structure;
(6) any change in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any
person;
(7) causing the Common Stock of the Issuer to be
delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(8) causing a class of equity securities of the Issuer
to become eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934;
or
(9) any action similar to any of those enumerated
above;
except with respect to (3) above as follows: Pursuant to the
terms of the Preferred Stock acquired by the Reporting Person
from the Issuer as described in Item 6, upon issuance the number
of directors constituting the board of the Issuer was increased
by two and the Reporting Person has the right and expects to
nominate and elect two persons to fill the director vacancies
created thereby.
Item 5. Interest in Securities of the Issuer.
(a) As of June 7, 1992, the Reporting Person beneficially
owned 800,000 shares (12.2%) of Common Stock. Effective August
6, 1992 the Reporting Person will have the right to exercise the
Warrants and thus to acquire 800,000 shares of Common Stock. As
of the date hereof the Warrant is not exercisable in whole or in
part.
Except as stated herein or on Schedule I with respect to any
executive officer or director of the Reporting Person, neither
the Reporting Person nor, to the best knowledge of the Reporting
Person, any executive officer or director of the Reporting
Person, is the beneficial owner of, or has the right to acquire,
directly or indirectly, shares of Common Stock.
(b) The Reporting Person has the sole power to vote or to
direct the vote, and to dispose or to direct the disposition of,
the shares of Common Stock receivable upon exercise of either
Warrant. The Reporting Person does not have the right to vote or
dispose of the shares of Common Stock subject to either Warrant
unless and until such time as it exercises such Warrant.
(c) Neither the Reporting Person nor, to the best knowledge
of the Reporting Person, any of the persons listed in Schedule I
hereto have engaged in any transaction during the past 60 days in
any shares of the Common Stock, except as disclosed in this
Statement.
(d) To the best knowledge of the Reporting Person, no person
other than the Reporting Person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from, the sale of, the shares of Common Stock receivable upon
exercise of either Warrant, nor does the Reporting Person have
the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the shares of
Common Stock subject to either Warrant, unless and until the
Reporting Person exercises the Warrant.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Purchase Agreement and the Warrants set forth the
agreement of the Reporting Person to acquire the Warrant and
related matters, including certain agreements with respect to the
disposition of the Warrant and the Common Stock issuable upon the
exercise thereof. The Purchase Agreement prohibits the sale or
transfer of the Warrant except to a nominee holder created
specifically for such purpose and approved by the Issuer or to an
instrumentality or agency of the State of Rhode Island (a
"Permitted Transferee").
The Purchase Agreement also provides the Reporting Person may
not transfer or otherwise dispose of any Common Stock received
upon exercise of either Warrant, other than to a "Permitted
Transferee" and except for sales not to exceed 120,000 shares
during each full twelve-month period commencing upon exercise of
the Warrant and ending May 8, 1997. After May 8, 1997, all such
shares may be sold. No sales may be made, however, unless such
shares are registered under the Securities Act of 1933 or unless
an exemption from such registration is available.
The Purchase Agreement further provided for the acquisition
by the Reporting person from the Issuer of 351,700 shares of the
Issuer's $8.50 Cumulative Preferred Stock, Series B (the
"Preferred Stock"). The Preferred Stock may not be sold or
transferred prior to May 8, 1997 except to a Permitted Transferee
and thereafter only if registered under the Securities Act of
1933 or an available exemption.
The Purchase Agreement provides the Reporting Person with
certain registration rights under federal and state securities
laws with respect to the Common Stock issuable upon exercise of
the Warrant and with respect to the Preferred Stock.
The above descriptions of the Purchase Agreement, the Warrant
and related matters set forth in this Item and in Items 4 and 5
are summaries, and are qualified in their entirety by reference
to the complete text of such documents, which are contained in
Exhibits 2a, 2b, 2c and 2d and incorporated herein by reference.
Except as set forth in this Statement, to the best knowledge
of the Reporting Person, there are no other contracts,
arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the
Issuer, including but not limited to, transfer or voting of any
of the securities of the Issuer, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, or a
pledge or contingency the occurrence of which would give another
person voting or investment power over the securities of the
Issuer.
Item 7. Material to be Filed as Exhibits.
2a. Stock and Warrant Purchase Agreement, dated as of
April 21, 1992 among the Issuer and the Reporting Person.
2b. Common Stock Purchase Warrant dated as of May 8,
1992 relating to 600,000 shares of Common Stock,
issued by the Issuer to the Reporting Person.
2c. Common Stock Purchase Warrant dated as of May 8,
1992 relating to 200,000 shares of Common Stock,
issued by the Issuer to the Reporting Person.
2d. Certificate of Designation of $8.50 Cumulative
Preferred Stock, Series B of the Issuer.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
THE RHODE ISLAND DEPOSITORS
ECONOMIC PROTECTION CORPORATION
By:Richard H. Gaskill
Richard H. Gaskill,
Executive Director
Dated: June 15, 1992
EXHIBIT LIST
EXHIBIT NO. TITLE PAGE NO.
(2)(a) Stock and Warrant Purchase Agreement,
dated as of April 21, 1992 among the
Issuer and the Reporting Person.
(2)(b) Common Stock Purchase Warrant dated
as of May 8, 1992 relating to 600,000
shares of Common Stock, issued by the
Issuer to the Reporting Person.
(2)(c) Common Stock Purchase Warrant dated
as of May 8, 1992 relating to 200,000
shares of Common Stock, issued by the
Issuer to the Reporting Person.
(2)(d) Certificate of Designation of $8.50
Cumulative Preferred Stock, Series B
of the Issuer.
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
THE RHODE ISLAND DEPOSITORS ECONOMIC PROTECTION CORPORATION ("DEPCO")
1. The Hon. Bruce Sundlun, Director and Chairman
Business Address: State House
Providence, RI 02903
Principal Occupation: Governor of the State of
Rhode Island
Citizenship: USA
Stock Ownership: None
2. William H.D. Goddard, Director and Vice Chairman
Residence Address: 5 Brown Street
Providence, RI 02906
Principal Occupation: President and CEO of
Warwick Land Company
(developers and managers
of commercial and
agricultural properties),
Providence, RI
Citizenship: USA
Stock Ownership: None
3. Judith M. Morse, Director and Treasurer
Residence Address: 2 Progress Avenue
East Providence, RI 02914
Principal Occupation: Assistant Professor of
Accounting, Providence
College, Providence, RI
Citizenship: USA
Stock Ownership: None
4. Edmund V. Marshall, Director
Residence Address: 101 Pegwin Drive
East Greenwich, RI 02818
Principal Occupation: Retired
Citizenship: USA
Stock Ownership: None
5. L. Kent Densley, Director and Depositor Representative
Residence Address: 31 Riverside Drive
Barrington, RI 02806
Principal Occupation: Owner, East Bay TrueValue
Hardware (retail hardware
store), Riverside, RI
Citizenship: USA
Stock Ownership: None
6. Richard H. Gaskill, Executive Director and Secretary
Business Address: 95 Jefferson Boulevard
Warwick, RI 02888
Principal Occupation: Executive Director of
DEPCO
Citizenship: USA
Stock Ownership: None
7. Michael V. Frazier, Deputy Director of Finance and
Administration
Business Address: 95 Jefferson Boulevard
Warwick, RI 02888
Principal Occupation: Deputy Director of Finance
and Administration of
DEPCO
Citizenship: USA
Stock Ownership: None
8. Rex H. Pendleton, Jr., Deputy Director of Asset Management
Business Address: 95 Jefferson Boulevard
Warwick, RI 02888
Principal Occupation: Deputy Director of Asset
Management of DEPCO
Citizenship: USA
Stock Ownership: None
9. Joseph F. Murphy, Manager of Loan Department
Business Address: 95 Jefferson Boulevard
Warwick, RI 02888
Principal Occupation: Manager of Loan Department
of DEPCO
Citizenship: USA
Stock Ownership: None
<PAGE>
Item 4. Purpose of Transaction.
Subject to certain restrictions set forth in the Stock and
Warrant Purchase Agreement dated as of April 21, 1992 (the
"Purchase Agreement"), the Warrants and applicable securities
laws and regulations, the Reporting Person may (and has a present
plan or proposal to) dispose of all or part of its investment in
securities of the Issuer. For further information concerning the
restrictions contained in the Purchase Agreement and the Warrant
on the disposition by the Reporting Person of securities of the
Issuer and the plan or proposal to dispose of all of its
investment in securities of the Issuer, see Item 6 below.
The Reporting Person has no plans or proposals which relate
to or would result in:
(1) any extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries;
(2) any sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(3) any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any
existing vacancies on the board;
(4) any material change in the present capitalization
or dividend policy of the Issuer;
(5) any other material change in the Issuer's business
or corporate structure;
(6) any change in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any
person;
(7) causing the Common Stock of the Issuer to be
delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(8) causing a class of equity securities of the Issuer
to become eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934;
or
(9) any action similar to any of those enumerated
above;
except with respect to (3) above as follows: Pursuant to the
terms of the Issuer's $8.50 Cumulative Preferred Stock, Series B
(the "Preferred Stock"), upon issuance of the 351,700 shares
acquired by the Reporting Person from the Issuer pursuant to the
Purchase Agreement and concurrent with the acquisition of the
Warrants, the number of directors constituting the board of the
Issuer was increased by two and the Reporting Person or Permitted
Transferee holding the Preferred Stock has the right to nominate
and elect two persons to fill the director vacancies created
thereby. If the Reporting Person continues to hold the Preferred
Stock it expects to exercise this right.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Purchase Agreement, the Warrants and the Preferred Stock
set forth the agreement of the Reporting Person to acquire the
Warrant and the Preferred Stock and related matters, including
certain agreements with respect to the disposition of the
Warrant, the Common Stock issuable upon the exercise thereof and
the Preferred Stock. The Purchase Agreement prohibits the
current sale or transfer of the Warrant and the Preferred Stock
except to a nominee holder created specifically for such purpose
and approved by the Issuer or to an instrumentality or agency of
the State of Rhode Island (a "Permitted Transferee").
The Reporting Person is currently negotiating with the Rhode
Island State Investment Commission ("SIC"), a state commission
established by Rhode Island law, for SIC to purchase the Warrants
and the Preferred Stock from the Reporting Person. SIC is
represented to be an instrumentality or agency of the State of
Rhode Island and as such would qualify as a Permitted Transferee.
This transaction if completed would dispose of all of the
Reporting Person's interest in securities of the Issuer except
for an option held by SIC to require the Reporting Person to
purchase all the Preferred Stock and the Warrants (if
unexercised) at the greater of (a) the purchase price plus a
compounded return of 8.5 percent or (b) the appraised fair market
value. This option must be exercised on or before the sixth
anniversary following the last to occur of (i) June 30, 1996,
(ii) payment in full of the Reporting Person's Series A Secured
General Obligaion Bonds and Series B Subordinated Unsecured
General Obligation Bonds and (iii) payment in full of any
substitute indebtedness of the Reporting Person incurred in lieu
of its Bonds described in (ii) and the proceeds of which are used
to pay depositors of the Eligible Institutions (as defined in the
Rhode Island Depositors Economic Protection Act) on or before
June 30, 1992.
Except as set forth in this Statement, to the best knowledge
of the Reporting Person, there are no other contracts,
arrangements, understandings or relationships (legal or
otherwise) among the Reporting Person, its directors and its
executive officers and between such persons and any person with
respect to any securities of the Issuer, including but not
limited to, transfer or voting of any of the securities of the
Issuer, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting or
investment power over the securities of the Issuer.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
THE RHODE ISLAND DEPOSITORS
ECONOMIC PROTECTION CORPORATION
By:Richard H. Gaskill
Richard H. Gaskill,
Executive Director
Dated: June 22, 1992
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) As of June 24, 1992, the Reporting Person beneficially
owned no shares (0.0%) of Common Stock. Neither the Reporting
Person nor, to the best knowledge of the Reporting Person, any
executive officer or director of the Reporting Person, is the
beneficial owner of, or has the right to acquire, directly or
indirectly, shares of Common Stock.
(b) Not applicable.
(c) On June 24, 1992 the Reporting Person sold all of the
securities of the Issuer owned by the Reporting Person, viz. the
600,000 Shares Warrant, the 200,000 Shares Warrant and 351,700
shares of Preferred Stock, to the Rhode Island State Investment
Commission (the "Commission") for $20,000,000 in cash.
(d) To the best knowledge of the Reporting Person, no person
other than the Commission has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from,
the sale of, the shares of Common Stock receivable upon exercise
of either Warrant, and the Commission does not have the right to
receive or the power to direct the receipt of dividends from or
the proceeds from the sale of the shares of Common Stock subject
to either Warrant, unless and until it is exercised.
(e) The Reporting Person ceased to be the beneficial owner
of more than five percent of the Common Stock on June 24, 1992.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
On June 24, 1992 the Reporting Person concluded a transaction
with the Commission for the Commission to purchase the Warrants
and the Preferred Stock from the Reporting Person pursuant to a
Stock and Warrant Purchase Agreement dated June 24, 1992 (the
"Sale Agreement"). The Commission is represented in the Sale
Agreement to be an instrumentality or agency of the State of
Rhode Island and as such would qualify as a Permitted Transferee.
This transaction disposed of all of the Reporting Person's
interest in securities of the Issuer except for an option held by
the Commission to require the Reporting Person to purchase all
the Preferred Stock (including any shares issued as dividends
thereon) and the Warrants (if unexercised) at the greater of (a)
the purchase price plus a compounded return of 8.5 percent or (b)
the appraised fair market value. This option must be exercised
on or before the sixth anniversary following the last to occur of
(i) June 30, 1996, (ii) payment in full of the Reporting Person's
Series A Secured General Obligation Bonds issued in the initial
principal amount of up to $135 million and Series B Subordinated
Unsecured General Obligation Bonds issued in the initial
principal amount of up to $60 million and (iii) payment in full
of any substitute indebtedness of the Reporting Person incurred
in lieu of its Bonds described in (ii) and the proceeds of which
are used to pay depositors of the Eligible Institutions (as
defined in the Rhode Island Depositors Economic Protection Act)
on or before June 30, 1992. At any time before the Commission
exercises its put option, the Reporting Person may offer to
purchase all of the securities covered by the option at the same
price and if the Commission declines the offer, the put option
terminates.
Except as set forth in this Statement, to the best knowledge
of the Reporting Person, there are no other contracts,
arrangements, understandings or relationships (legal or
otherwise) among the Reporting Person, its directors and its
executive officers and between such persons and any person with
respect to any securities of the Issuer, including but not
limited to, transfer or voting of any of the securities of the
Issuer, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting or
investment power over the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
(6)(a) Stock and Warrant Purchase Agreement dated June 24,
1992 between the Commission and the Reporting Person.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
THE RHODE ISLAND DEPOSITORS
ECONOMIC PROTECTION CORPORATION
By:Richard H. Gaskill
Richard H. Gaskill,
Executive Director
Dated: June 25, 1992
EXHIBIT LIST
EXHIBIT NO. TITLE PAGE NO.
(6)(a) Stock and Warrant Purchase
Agreement dated June 24, 1992
among the Commission and the
Reporting Person.
