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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) May 4, 1995
___________
COMMISSION FILE NO.: 1-10571
NORTHEAST FEDERAL CORP.
_______________________
(Exact name of registrant as specified in its charter)
Delaware 06-1288154
_____________________________________________ ___________________
(State or other Jurisdiction of Incorporation (IRS Employer or
organization) Identification No.)
70 Batterson Park Road, Farmington, CT 06032-2561
_____________________________________________ ___________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 679-0500
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ITEM 5. OTHER EVENTS
On May 4, 1995, Lehman Brothers Inc. issued an "updated opinion of
Financial Advisor" regarding the proposed merger transaction contemplated by the
Agreement and Plan of Merger dated as of June 11, 1994 by and between Northeast
Federal Corp. ("Northeast") and Shawmut National Corporation. A copy of such
opinion is attached hereto as an Exhibit. Also attached as an Exhibit hereto is
the consent of Lehman Brothers Inc. dated May 4, 1995 to the reference to Lehman
Brothers Inc. in the Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 of Shawmut National Corporation (File No. 33-57627) under
the heading "Certain Information regarding the Pending Shawmut/Fleet Merger -
Updated Opinion of Financial Advisor" and to the filing of the Lehman Brothers
Inc. opinion dated the date of the Proxy Statement/Prospectus as an annex to the
Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
By: /s/ Kirk W. Walters
________________________________
Kirk W. Walters
President and Chief Executive Officer
Dated: May 4, 1995
______________________
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LIST OF EXHIBITS
Exhibit 2. Lehman Brothers' Opinion
Exhibit 99. Lehman Brothers' Consent
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EXHIBIT 2 -- LEHMAN BROTHERS' OPINION
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LEHMAN BROTHERS
May 4, 1995
Board of Directors
Northeast Federal Corp.
70 Batterson Park Road
Farmimgton, Connecticut 06034
Members of the Board:
We understand that Northeast Federal Corp. (the "'Company") and Shawmut
National Corporation ("Shawmut") have entered into a definitive merger agreement
pursuant to which the Company will be merged with and into Shawmut and each
share of common stock of the Company will be converted into the right to receive
the number of share of the common stock of Shawmut determined by dividing
$10.875 by the average closing price per share of Shawmut's common stock for the
fifteen trading days ending on the business day prior to the date on which the
last regulatory approval required to consummate the proposed merger has been
obtained and all statutory waiting periods in respect thereof have expired (the
"Proposed Transaction"). The terms and conditions of the Proposed Transaction
are set forth in more detail in the Agreement and Plan of Merger, dated as of
June 11, 1994, by and between the Company and Shawmut (the "Agreement").
We have been requested by the Company to render our opinion with respect to
the fairness, from a financial point of view, to the Company's stockholders of
the consideration to be offered in the Proposed Transaction. We have not been
requested to opine as to, and our opinion does not in any manner address, the
Company's underlying business decision to proceed with or effect the Proposed
Transaction.
In arriving at our opinion, we reviewed and analyzed: (1) the Agreement;
(2) the Form 10-K for the twelve months ended December 31, 1994 for the Company
and Shawmut, and such other publicly available information concerning the
Company and Shawmut which we believe to be relevant to our inquiry; (3)
financial and operating information with respect to the business, operations and
prospects of the Company furnished to us by the Company; (4) financial and
operating information with respect to the business, operations and prospects of
Shawmut furnished to us by Shawmut; (5) trading history for the past three years
(through May 3, 1995) and market valuation of the Company's common stock and
Shawmut's common stock and a comparison of those trading histories with those of
other companies which we deemed relevant; (6) a comparison of the historical
financial results and present financial condition of the Company with those of
other companies which we deemed relevant and (7) a comparison of the financial
terms of the Proposed Transaction with the financial terms of certain other
recent transactions which we deemed relevant. In addition, we have had
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discussions with the management of the Company and Shawmut concerning their
respective businesses, operations, assets, financial conditions and prospects
and undertook such other studies, analyses and investigations as we deemed
appropriate.
We have assumed and relied upon the accuracy and completeness of the
financial and other information used by us in arriving at our opinion without
independent verification and have further relied upon the assurances of
management of the Company and Shawmut that they are not aware of any facts that
would make such information inaccurate or misleading. We respect to the
financial projections of the Company, upon advice of the Company, we have
assumed that such projections have been reasonably prepared on a basis
reflecting the best currently available estimates and judgments of the
management of the Company, as to the future financial performance of the
Company, and we have relied upon such projections in arriving at our opinion. In
arriving at our opinion, we have not conducted a physical inspection of the
properties and facilities of the Company or Shawmut and have not made nor
obtained any evaluations or appraisals of the assets or liabilities of the
Company or Shawmut. In addition, in arriving at our opinion, we have not
considered to potential effects to the Company of pending litigation. Upon
advice of the Company, we have assumed that the merger will qualify as a
reorganization with the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended, and therefore as a tax-free transaction. Our opinion is
necessarily based upon market, economic, regulatory and other conditions as they
exist on, and can be evaluated as of, the date of this letter.
Based upon and subject to the foregoing , we are of the opinion as of the
date hereof that, from a financial point of view, the consideration to be
offered to the stockholders of the Company in the Proposed Transaction is fair
to such stockholders.
We have acted as financial advisor to the Company in connection with the
Proposed Transaction and will receive a fee for our services which is contingent
upon the consummation of the Proposed Transaction. In addition, the Company has
agreed to indemnify us for certain liabilities that might arise out of the
rendering of this opinion. We also have performed various investment banking
services for the Company in the past (including acting as financial advisor for
the reclassification of the Company's $2.25 Cumulative Preferred Stock, Series
A, completed in May 1993) and have received customary fees for such services. In
the ordinary course of our business, we actively trade in the debt and equity
securities of the Company and Shawmut for our own account and for the accounts
of our customers and, accordingly, may at any time hold a long or short position
in such securities.
This opinion is solely for the use and benefit of the Board of Directors of
the Company. This opinion is not intended to be and does not constitute a
recommendation to any stockholder of the Company as to how such stockholder
should vote with respect to the Proposed Transaction.
Very truly yours,
LEHMAN BROTHERS INC.
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EXHIBIT 99 -- LEHMAN BROTHERS' CONSENT
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CONSENT OF LEHMAN BROTHERS
__________________________
We consent to the reference to our firm in the Post-Effective Amendment No. 1 of
the Registration Statement on Form S-4 of Shawmut National Corporation (the
"Registration Statement") under the heading "CERTAIN INFORMATION REGARDING THE
PENDING SHAWMUT/FLEET MERGER - Updated Opinion of Financial Advisor," and to the
filing of our opinion, dated the date of the Proxy Statement/Prospectus, as an
annex to the Registration Statement. In giving such consent, we do not admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder and we do not
thereby admit that we are experts with respect to any part of the Registration
Statement under the meaning of the term "expert" as used in the Securities Act.
LEHMAN BROTHERS INC.
By: /s/ Kevin Genirs
_________________________
Kevin Genirs
Vice President and
Associate General Counsel
New York, New York
May 4, 1995