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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) December 28, 1994
FLEET FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
RHODE ISLAND
(State or other jurisdiction of incorporation)
1-6366 05-0341324
(Commission File Number) (IRS Employer Identification No.)
50 Kennedy Plaza, Providence, Rhode Island 02903
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 401-278-5800
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
Pursuant to Form 8-K, General Instructions F,
Registrant hereby incorporates by reference the press
release attached hereto as Exhibit 28.
Item 7. Financial Statements and Other Exhibits.
Exhibit No. Description
Exhibit 28 Fleet Financial Group,
Inc. Press Release
Dated December 28, 1994
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed in its behalf by the undersigned hereunto duly
authorized.
FLEET FINANCIAL GROUP, INC.
Registrant
By /s/ William C. Mutterperl
William C. Mutterperl
Senior Vice President and
General Counsel
Dated: December 28, 1994
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EXHIBIT 28
Contact:
Thomas L. Lavelle
Manager, Media Relations
(401) 278-3003
Fleet Financial Group Offers To Buy
Remaining Public Shares Of Fleet Mortgage Group
For $20 Per share
Offer Contingent On Support By Public Shareholders
Providence, Rhode Island, December 28, 1994: Fleet
Financial Group announced today that it has made a merger
proposal to acquire all remaining outstanding shares not owned
by Fleet of Fleet Mortgage Group for $20 per share in cash.
Fleet Financial currently owns approximately 81% of Fleet
Mortgage with the balance of the shares largely held by money
managers and other financial institutions. The aggregate
amount of the transaction would be approximately $190 million.
It is expected that the merger proposal will be considered
at a meeting of Fleet Mortgage's Board of Directors to be held
in the near future. Fleet Financial stated that it believes
that the proposed transaction, which represents a substantial
premium over recent market prices, is a fair and attractive
transaction for Fleet Mortgage shareholders.
The Fleet Financial merger proposal is subject, among other
things, to Fleet Mortgage Board approval, a majority of Fleet
Mortgage's public shareholders indicating support for the
transaction and other customary conditions for transactions of
this nature.
Fleet believes the transaction is appropriate at this time
because of recent regulatory and accounting changes, industry
earnings and share price performance and volatility, and Fleet
Financial's recent reengineering program. The acquisition of
the shares is not expected to be dilutive to Fleet Financial's
1995 earnings.
Fleet Financial Group is a $47-billion diversified
financial services company listed on the New York Stock
Exchange (NYSE-FLT) with approximately 1,200 offices
nationwide. Its lines of business include commercial and
consumer banking, mortgage banking, consumer finance,
asset-based lending, equipment leasing, investment management,
and student loan processing.
