July 7, 1995
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W. - Judiciary Plaza
Washington, D.C. 20549
ATTN: Filing Desk
RE: Northeast Federal Corp.
CIK 0000863517
CUSIP 664161106
Filed By: Hinckley, Allen & Snyder
CIK 0000914260
Amendment No. 5 to Schedule 13D on behalf of The Rhode
Depositors Economic Protection Corporation ("DEPCO")
Dear Sirs:
Pursuant to the Commission's EDGAR rules, on behalf of DEPCO,
we are filing with you electronically herewith DEPCO's Amendment
No. 5 to Schedule 13D with respect to the Common Stock of
Northeast Federal Corp.
If you have any comments on the materials transmitted
herewith, please call Robert D. Emerson at (401) 274-2000.
Very truly yours,
/s/ Robert D. Emerson
Robert D. Emerson
Enclosures
cc Margaret D. Farrell, Esq.
John F. McJennett III
SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Northeast Federal Corp.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of class of securities)
664161106
(CUSIP number)
Margaret D. Farrell
Hinckley, Allen & Snyder
1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000
_____________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 9, 1995
(Date of Event Which Requires Filing of This Statement)
CUSIP NO. 664161106
Page 1 of 11 Pages
SCHEDULE 13D
1) Name of Reporting Person. The Rhode Island Depositors
Economic Protection Corporation
2) Check the Appropriate box if a Member of a Group (See
Instructions)
(a)
(b)
3) SEC Use Only
4) Source of Funds (See Instructions).
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e).
6) Citizenship or Place of Organization.
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 0
Owned By
Each Report- (9) Sole Dispositive Power 0
ing Person
With (10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person. 0
12) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions).
13) Percent of Class Represented by Amount in Row 9. 0.0%
14) Type of Reporting Person (See Instructions).
CUSIP NO. 664161106
Page 2 of 11 Pages
SCHEDULE 13D
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.
On June 9, 1995 (the "Closing Date"), Shawmut National
Corporation ("Shawmut") acquired all of the outstanding Common
Stock of the Issuer pursuant to that certain Agreement and Plan of
Merger between Shawmut and the Issuer dated June 11, 1994 (the
CUSIP NO. 664161106
Page 3 of 11 Pages
SCHEDULE 13D
"Merger Agreement"). As of the Closing Date, the Reporting
Person's 800,000 shares of Common Stock of the Issuer was converted
into and became exchangeable for 332,000 shares of Shawmut's Common
Stock. The Reporting Person previously filed Amendment No. 4 to
this Schedule 13D electronically on December 19, 1994 and reported
a 5.6% beneficial interest in the Issuer. As a result of the
Merger, the Reporting Person's 5.6% beneficial interest in the
Common Stock of the Issuer was converted to a .27% beneficial
interest in the Common Stock of Shawmut, and the Reporting Person
no longer owns any Common Stock of the Issuer.
Item 4. Purpose of Transaction.
As a result of the Merger, as directed in Item 3 above, the
Reporting Person no longer owns any Common Stock of the Issuer.
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 April 21, 1992 between the Reporting
Person and the Issuer (the "Stock Purchase Agreement") 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 change-of-control provisions of the Stock
CUSIP NO. 664161106
Page 4 of 11 Pages
SCHEDULE 13D
Purchase Agreement, 45 days after the Closing Date of the Merger,
Shawmut must offer to repurchase the Reporting Person's Preferred
Stock of the Issuer 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.
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
CUSIP NO. 664161106
Page 5 of 11 Pages
SCHEDULE 13D
(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 of the Issuer received by the Reporting
Person pursuant to the Stock Purchase Agreement, and in
accordance with the Merger Agreement, 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.
Item 5. Interest in Securities of the Issuer.
(a) Upon the closing of the Merger on June 9, 1995, the
Reporting Person no longer beneficially owned any Common Stock of
the Issuer.
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 of the Issuer.
(b) Not Applicable.
(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
CUSIP NO. 664161106
Page 6 of 11 Pages
SCHEDULE 13D
any shares of the Common Stock of the Issuer, except as disclosed
in this Statement.
(d) Not applicable.
(e) The Reporting Person ceased to be the beneficial owner
of more than 5% of the Common Stock of the Issuer on June 9,
1995.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Stock Purchase Agreement sets forth certain agreements
applicable to the Reporting Person with respect to the
disposition of the Common Stock of the Issuer and with respect to
the Preferred Stock of the Issuer.
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.
CUSIP NO. 664161106
Page 7 of 11 Pages
SCHEDULE 13D
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:/s/ John F. McJennett III
John F. McJennett III,
Executive Director
Dated: June 29, 1995
CUSIP NO. 664161106
Page 8 of 11 Pages
SCHEDULE 13D
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
THE RHODE ISLAND DEPOSITORS ECONOMIC PROTECTION CORPORATION ("DEPCO")
1. The Hon. Lincoln Almond, 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. David R. Jonson, Director
Residence Address: 7 Cypress Drive
Greenville, RI 02828
Principal Occupation: Retired (Former CFO of
CVS)
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
CUSIP NO. 664161106
Page 9 of 11 Pages
SCHEDULE 13D
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
CUSIP NO. 664161106
Page 10 of 11 Pages
SCHEDULE 13D
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
CUSIP NO. 664161106
Page 11 of 11 Pages
