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 an aggregate of $2,350,000 of its
working capital exercised the 600,000 Share Warrant (at $2.50 per
share) and the 200,000 Share Warrant (at $4.25 per share).
Item 4. Purpose of Transaction.
The acquisition of the Common Stock upon exercise 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.
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. Moreover, it should be noted that under the
Purchase Agreement, 45 days following a "Change of Control" event,
which would include the proposed merger of the Issuer and Shawmut
National Corporation, the merger successor to the Issuer, pursuant
and subject to the Purchase Agreement, must offer to repurchase the
Reporting Person's Preferred Stock at the Redemption Price as
defined therein. The Reporting Person's board of directors has not
yet considered or acted upon such a repurchase offer. 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, (i) 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 and has exercised that right with respect to one
person, John F. McJennett III, who currently serves as a director
of the Issuer and (ii) the Reporting Person by action of its
Board of Directors has determined to vote in favor of the
proposed merger of the Issuer and Shawmut National Corporation at
the meeting of the Issuer's shareholders called for the purpose
of considering the proposed merger.
Item 5. Interest in Securities of the Issuer.
(a) As of December 9, 1994, 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 September 30, 1994 that at September 30, 1994 there were
13,553,970 shares of the Issuer's Common Stock outstanding, the
800,000 shares beneficially owned represents 5.6% of the Common
Stock.
Except as stated herein, 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 Common Stock beneficially owned by it.
(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 Common Stock beneficially owned by it.
(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 Common Stock issued upon the exercise of the
Warrant and with respect 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:John F. McJennett III
John F. McJennett III,
Executive Director
Dated: December 19, 1994
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. Darren F. Corrente, Director1
Business Address: Coia & Lepore Ltd.
226 South Main St.
Providence, RI 02903
Principal Occupation: Associate Attorney,
Coia & Lepore Ltd. (law
firm), Providence, RI
Citizenship: USA
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. John F. McJennett III, Executive Director and Secretary
Business Address: 89 Jefferson Boulevard
Warwick, RI 02888
Principal Occupation: Executive Director of
DEPCO
Citizenship: USA
Stock Ownership: None
7. Peter G. Barton, Investigations Manager/Assistant Secretary
Business Address: 89 Jefferson Boulevard
Warwick, RI 02888
Principal Occupation: Investigations
Manager and Assistant
Secretary of DEPCO
Citizenship: USA
Stock Ownership: None
8. Michael E. Geezil, Controller/Assistant Treasurer
Business Address: 89 Jefferson Boulevard
Warwick, RI 02888
Principal Occupation: Controller and Assistant
Treasurer of DEPCO
Citizenship: USA
Stock Ownership: None
