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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) October 21, 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 Materially Important Events.
On October 14, 1994, Registrant agreed to issue and
sell $200,000,000 of its 7 1/4% Senior Notes Due
October 15, 1997 (the "Notes") under Registration
Statement No. 33-50216. The Notes were purchased on
October 21, 1994 by underwriters, Goldman Sachs & Co.,
Chase Securities, Inc., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Salomon Brothers Inc.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
The following exhibits are filed as part of this
report:
(1) Underwriting Agreement dated October 14, 1994
between Registrant, Goldman Sachs & Co., Chase
Securities, Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Salomon Brothers Inc
relating to the Notes.
(4) Specimen certificate of the Notes.
(12) Statement of Computation of Ratios (for
consolidated ratios of earnings to fixed charges
contained in the Prospectus dated November 30,
1992 and Prospectus Supplement dated October 14,
1994 relating to the Notes).
<PAGE>
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,
General Counsel and Secretary
Date: October 21, 1994
<PAGE>
Exhibit Index
Item 601
Exhibit Table
Reference Exhibit Title
(1) Underwriting Agreement dated October 14,
1994 between Registrant and Goldman
Sachs & Co., Chase Securities, Inc.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Salomon Brothers Inc
relating to the Notes.
(4) Specimen certificate of the Notes.
(12) Statement of Computation of Ratios (for
consolidated ratios of earnings to
fixed charges contained in the
Prospectus dated November 30, 1992 and
Prospectus Supplement dated October 14,
1994 relating to the Notes).
FLEET FINANCIAL GROUP, INC.
Underwriting Agreement
New York, New York
October 14, 1994
To the Representatives named in Schedule I hereto of the
Underwriters named in Schedule II hereto
Dear Sirs:
Fleet Financial Group, Inc., a Rhode Island corporation
(the "Company"), proposes to sell to the under writers named in
Schedule II hereto (the "Underwriters"), for whom you are
acting as representatives (the "Representatives"), the
principal amount of its debt securities identified in Schedule
I hereto (the "Debt Securities"), to be issued under an
indenture dated as of October 1, 1992, (the "Indenture")
between the Company and the trustee named in Schedule I hereto
(the "Trustee"). If so indicated on Schedule I hereto, the
Company also proposes to issue warrants (the "Warrants") to
purchase the aggregate principal amount listed in Schedule I
hereto of the debt securities identified in Schedule I hereto
(the "Warrant Securities"). The Warrants, if any, are to be
issued pursuant to the Warrant Agreement listed in Schedule I
hereto (the "Warrant Agreement") between the Company and the
Warrant Agent listed in Schedule I hereto (the "Warrant
Agent"). The Debt Securities and the Warrants, if any, are
hereinafter referred to as the "Purchased Securities". The
Purchased Securities and the Warrant Securities are referred to
herein as the "Securities". If the firm or firms listed in
Schedule II hereto include only the firm or firms listed in
Schedule I hereto, then the terms "Underwriters" and
"Representatives", as used herein, shall each be deemed to
refer to such firm or firms.
1. Representations and Warranties. The Company represents
and warrants to, and agrees with, each Under writer as set
forth below in this Section 1. Certain terms used in this
Section 1 are defined in paragraph (c) hereof.
(a) If the offering of the Securities is a
Delayed Offering (as specified in Schedule I hereto),
paragraph (i) below is applicable and, if the offering
of the Securities is a Non-Delayed Offering (as so
specified), paragraph (ii) below is applicable.
(i) The Company meets the requirements for
the use of Form S-3 under the Securities Act of
1933 (the "Act") and has filed with the
Securities and Exchange Commission (the
"Commission") a registration statement (the file
number of which is set forth in Schedule I
hereto) on such Form, including a basic
prospectus, for registration under the Act of the
offering and sale of the Securities. The Company
may have filed one or more amendments thereto,
and may have used a Preliminary Final Prospectus,
each of which has previously been furnished to
you. Such registration statement, as so amended,
has become effective. The offering of the
Securities is a Delayed Offering and,
accordingly, it is not necessary that any further
information with respect to the Securities and
the offering thereof required by the Act and the
rules thereunder to be included in the Final
Prospectus have been included in an amendment to
such registration statement prior to the
Effective Date. The Company will next file with
the Commission pursuant to Rules 415 and
424(b)(2) or (5) a final supplement to the form
of prospectus included in such registration
statement relating to the Securities and the
offering thereof. As filed, such final
prospectus supple ment shall include all required
information with respect to the Securities and
the offering thereof and, except to the extent
the Representatives shall agree in writing to a
modification, shall be in all substantive
respects in the form furnished to you prior to
the Execution Time or, to the extent not
completed at the Execution Time, shall contain
only such specific additional information and
other changes (beyond that contained in the Basic
Prospectus and any Preliminary Final Prospectus)
as the Company has advised you, prior to the
Execution Time, will be included or made therein.
(ii) The Company meets the requirements for
the use of Form S-3 under the Act and has filed
with the Commission a registration statement (the
file number of which is set forth in Schedule I
hereto) on such Form, including a basic
prospectus, for registration under the Act of the
offering and sale of the Securities. The
Company may have filed one or more amendments
thereto, including a Preliminary Final
Prospectus, each of which has previously been
furnished to you. The Company will next file
with the Commission either (x) a final prospectus
supplement relating to the Securities in
accordance with Rules 430A and 424(b)(1) or (4),
or (y) prior to the effective ness of such
registration statement, an amendment to such
registration statement, including the form of
final prospectus supplement. In the case of
clause (x), the Company has included in such
registration statement, as amended at the
Effective Date, all information (other than Rule
430A Information) required by the Act and the
rules thereunder to be included in the Final
Prospectus with respect to the Securities and the
offering thereof. As filed, such final
prospectus supple ment or such amendment and form
of final prospectus supplement shall contain all
Rule 430A Information, together with all other
such required information, with respect to the
Securities and the offering thereof and, except
to the extent the Representatives shall agree in
writing to a modification, shall be in all
substantive respects in the form furnished to you
prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain
only such specific additional information and
other changes (beyond that contained in the Basic
Prospectus and any Preliminary Final Prospectus)
as the Company has advised you, prior to the
Execution Time, will be included or made therein.
(b) On the Effective Date, the Registration
Statement did or will, and when the Final Prospectus
is first filed (if required) in accordance with Rule
424(b) and on the Closing Date, the Final Prospectus
(and any supplement thereto) will, comply in all
material respects with the applicable requirements of
the Act and the Securities Exchange Act of 1934 (the
"Exchange Act") and the respective rules thereunder;
on the Effective Date, the Registration Statement did
not or will not contain any untrue statement of a
material fact or omit to state any material fact
required to be stated therein or necessary in order to
make the statements therein not misleading; on the
Effective Date and on the Closing Date the Indenture
did or will comply in all material respects with the
requirements of the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and the rules
thereunder; and, on the Effective Date, the Final
Prospectus, if not filed pursuant to Rule 424(b), did
not or will not, and on the date of any filing
pursuant to Rule 424(b) and on the Closing Date, the
Final Prospectus (together with any supplement
thereto) will not, include any untrue statement of a
material fact or omit to state a material fact
necessary in order to make the statements therein, in
the light of the circumstances under which they were
made, not misleading; provided, however, that the
Company makes no representations or warranties as to
(i) that part of the Registration Statement which
shall constitute the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act
of the Trustee or (ii) the information contained in or
omitted from the Registration Statement or the Final
Prospectus (or any supplement thereto) in reliance
upon and in conformity with information furnished in
writing to the Company by or on behalf of any
Underwriter through the Representatives specifically
for use in connection with the preparation of the
Registration Statement or the Final Prospectus (or any
supplement thereto).
(c) The terms which follow, when used in this
Agreement, shall have the meanings indicated. The
term "the Effective Date" shall mean each date that
the Registration Statement and any post-effective
amendment or amendments thereto became or become
effective. "Execution Time" shall mean the date and
time that this Agreement is executed and delivered by
the parties hereto. "Basic Prospectus" shall mean the
prospectus referred to in paragraph (a) above
contained in the Registration Statement at the
Effective Date including, in the case of a Non-Delayed
Offering, any Preliminary Final Prospectus.
"Preliminary Final Prospectus" shall mean any
preliminary prospectus supplement to the Basic
Prospectus which describes the Securities and the
offering thereof and is used prior to filing of the
Final Prospectus. "Final Prospectus" shall mean the
prospectus supplement relating to the Securities that
is first filed pursuant to Rule 424(b) after the
Execution Time, together with the Basic Prospectus or,
if, in the case of a Non-Delayed Offering, no filing
pursuant to Rule 424(b) is required, shall mean the
form of final prospectus relating to the Securities,
including the Basic Prospectus, included in the
Registration Statement at the Effective Date.
"Registration Statement" shall mean the registration
statement referred to in paragraph (a) above,
including incorporated documents, exhibits and
financial statements, as amended at the Execution Time
(or, if not effective at the Execution Time, in the
form in which it shall become effective) and, in the
event any post-effective amendment thereto becomes
effective prior to the Closing Date (as hereinafter
defined), shall also mean such registration statement
as so amended. Such term shall include any Rule 430A
Information deemed to be included therein at the
Effective Date as provided by Rule 430A. "Rule 415",
"Rule 424", "Rule 430A" and "Regulation S-K" refer to
such rules or regulation under the Act. "Rule 430A
Information" means information with respect to the
Securities and the offering thereof permitted to be
omitted from the Registration Statement when it
becomes effective pursuant to Rule 430A. Any
reference herein to the Registration Statement, the
Basic Prospectus, any Preliminary Final Prospectus or
the Final Prospectus shall be deemed to refer to and
include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were
filed under the Exchange Act on or before the
Effective Date of the Registration Statement or the
issue date of the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, as the case
may be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of
any document under the Exchange Act after the
Effective Date of the Registration Statement or the
issue date of the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, as the case
may be, deemed to be incorporated therein by
reference. A "Non-Delayed Offering" shall mean an
offering of securities which is intended to commence
promptly after the effective date of a registration
statement, with the result that, pursuant to Rules 415
and 430A, all information (other than Rule 430A
Information) with respect to the securities so offered
must be included in such registration statement at the
effective date thereof. A "Delayed Offering" shall
mean an offering of securities pursuant to Rule 415
which does not commence promptly after the effective
date of a registration statement, with the result that
only information required pursuant to Rule 415 need be
included in such registration statement at the
effective date thereof with respect to the securities
so offered. Whether the offering of the Securities is
a Non-Delayed Offering or a Delayed Offering shall be
set forth in Schedule I hereto.
2. Purchase and Sale. Subject to the terms and conditions
and in reliance upon the representations and warranties herein
set forth, the Company agrees to sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase
from the Company, at the purchase price set forth in Schedule I
hereto the principal amount of the Securities set forth
opposite such Underwriter's name in Schedule II hereto, except
that, if Schedule I hereto provides for the sale of Securities
pursuant to delayed delivery arrangements, the respective
principal amounts of Securities to be purchased by the
Underwriters shall be as set forth in Schedule II hereto less
the respective amounts of Contract Securities determined as
provided below. Securities to be purchased by the Underwriters
are herein sometimes called the "Underwriters' Securities" and
Securities to be purchased pursuant to Delayed Delivery
Contracts as hereinafter provided are herein called "Contract
Securities".
If so provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Secu rities from the
Company pursuant to delayed delivery con tracts ("Delayed
Delivery Contracts"), substantially in the form of Schedule III
hereto but with such changes therein as the Company may
authorize or approve. The Underwriters will endeavor to make
such arrangements and, as compensation therefor, the Company
will pay to the Representatives, for the account of the
Underwriters, on the Closing Date, the percentage set forth in
Schedule I hereto of the principal amount of the Securities for
which Delayed Delivery Con tracts are made. Delayed Delivery
Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension
funds, investment companies and educational and charitable
institutions. The Company will enter into Delayed Delivery
Contracts in all cases where sales of Contract Securities
arranged by the Underwriters have been approved by the Company
but, except as the Company may otherwise agree, each such
Delayed Delivery Contract must be for not less than the minimum
principal amount set forth in Schedule I hereto and the
aggregate principal amount of Contract Securities may not
exceed the maximum aggregate principal amount set forth in
Schedule I hereto. The Underwriters will not have any
responsibility in respect of the validity or performance of
Delayed Delivery Contracts. The principal amount of Securities
to be purchased by each Underwriter as set forth in Schedule II
hereto shall be reduced by an amount which shall bear the same
proportion to the total principal amount of Contract Securities
as the principal amount of Securities set forth opposite the
name of such Underwriter bears to the aggregate principal
amount set forth in Schedule II hereto, except to the extent
that you determine that such reduction shall be otherwise than
in such proportion and so advise the Company in writing;
provided, however, that the total principal amount of
Securities to be purchased by all Under writers shall be the
aggregate principal amount set forth in Schedule II hereto less
the aggregate principal amount of Contract Securities.
3. Delivery and Payment. Delivery of and payment for the
Underwriters' Securities shall be made on the date and at the
time specified in Schedule I hereto (or such later date not
later than five business days after such specified date as the
Representatives shall designate), which date and time may be
postponed by agreement between the Representatives and the
Company or as provided in Section 8 hereof (such date and time
of delivery and payment for the Underwriters' Securities being
herein called the "Closing Date"). Delivery of the
Underwriters' Securities shall be made to the Representatives
for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representatives
of the purchase price thereof to or upon the order of the
Company by either certified or official bank check or checks
drawn on or by a New York Clearing House bank and payable in
next day funds or in Federal or similar same day funds as set
forth in Schedule I. Delivery of the Underwriters' Securities
shall be made at such location as the Representatives shall
reasonably designate at least one business day in advance of
the Closing Date and payment for the Securities shall be made
at the office specified in Schedule I hereto. Certificates for
the Underwriters' Securities shall be registered in such names
and in such denominations as the Representatives may request
not less than three full business days in advance of the
Closing Date.
The Company agrees to have the Underwriters' Securities
available for inspection, checking and packaging by the
Representatives in New York, New York, not later than 1:00 p.m.
on the business day prior to the Closing Date.
4. Agreements. The Company agrees with the several
Underwriters that:
(a) The Company will use its best efforts to
cause the Registration Statement, if not effective at
the Execution Time, and any amendment thereto, to
become effective. Prior to the termination of the
offering of the Securities, the Company will not file
any amendment of the Registration Statement or supple
ment (including the Final Prospectus or any
Preliminary Final Prospectus) to the Basic Prospectus
unless the Company has furnished you a copy for your
review prior to filing and will not file any such
proposed amendment or supplement to which you
reasonably object. Subject to the foregoing sentence,
the Company will cause the Final Prospectus, properly
completed, and any supple ment thereto to be filed
with the Commission pursuant to the applicable
paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to
the Representatives of such timely filing. The
Company will promptly advise the Representatives (i)
when the Registration Statement, if not effective at
the Execution Time, and any amendment thereto, shall
have become effective, (ii) when the Final Prospectus,
and any supplement thereto, shall have been filed with
the Commission pursuant to Rule 424(b), (iii) when,
prior to termination of the offer ing of the
Securities, any amendment to the Registration
Statement shall have been filed or become effective,
(iv) of any request by the Commission for any
amendment of the Registration Statement or supple ment
to the Final Prospectus or for any additional
information, (v) of the issuance by the Commission of
any stop order suspending the effectiveness of the
Registration Statement or the institution or threaten
ing of any proceeding for that purpose and (vi) of the
receipt by the Company of any notification with
respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to
prevent the issuance of any such stop order and, if
issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a prospectus relating
to the Securities is required to be delivered under
the Act, any event occurs as a result of which the
Final Prospectus as then supplemented would include
any untrue statement of a material fact or omit to
state any material fact necessary to make the
statements therein in the light of the circumstances
under which they were made not misleading, or if it
shall be neces sary to amend the Registration
Statement or supplement the Final Prospectus to comply
with the Act or the Exchange Act or the respective
rules thereunder, the Company promptly will prepare
and file with the Commission, subject to the second
sentence of paragraph (a) of this Section 4, an
amendment or supplement which will correct such
statement or omission or effect such compliance.
(c) As soon as practicable, the Company will
make generally available to its security holders and
to the Representatives an earnings statement or
statements of the Company and its subsidiaries which
will satisfy the provisions of Section 11(a) of the
Act and Rule 158 under the Act.
(d) The Company will furnish to the
Representatives and counsel for the Underwriters,
without charge, copies of the Registration Statement
(including exhibits thereto) and, so long as delivery
of a prospectus by an Underwriter or dealer may be
required by the Act, as many copies of any Preliminary
Final Prospectus and the Final Prospectus and any
supplement thereto as the Representatives may
reasonably request. The Company will pay the expenses
of printing or other production of all documents
relating to the offering.
(e) The Company will arrange for the
qualification of the Securities for sale under the
laws of such jurisdictions as the Representatives may
designate, will maintain such qualifications in effect
so long as required for the distribution of the
Securities and will arrange for the determination of
the legality of the Securities for purchase by
institutional investors.
(f) Until the business day following the Closing
Date, the Company will not, without the consent of the
Representatives, offer, sell or contract to sell, or
announce the offering of, any senior debt securities.
(g) The Company confirms as of the date hereof
that it has complied with all provisions of Section 1
of Laws of Florida, Chapter 92-198, An Act Relating to
Disclosure of Doing Business with Cuba, and the
Company further agrees that if it commences engaging
in business with the government of Cuba or with any
person or affiliate located in Cuba after the date the
Registration Statement becomes or has become effective
with the Securities and Exchange Commission or with
the Florida Department of Banking and Finance (the
"Department"), whichever date is later, or if the
information reported in the Prospectus, if any,
concerning the Company's business with Cuba or with
any person or affiliate located in Cuba changes in any
material way, the Company will provide the Department
notice of such business or change, as appropriate, in
a form acceptable to the Department.
5. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwriters'
Securities shall be subject to the accuracy of the
representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date,
to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to
the following additional conditions:
(a) If the Registration Statement has not become
effective prior to the Execution Time, unless the
Representatives agree in writing to a later time, the
Registration Statement will become effective not later
than (i) 6:00 p.m. New York City time, on the date of
determination of the public offering price, if such
determination occurred at or prior to 3:00 p.m. New
York City time on such date or (ii) 12:00 Noon on the
business day following the day on which the public
offering price was determined, if such determination
occurred after 3:00 p.m. New York City time on such
date; if filing of the Final Prospectus, or any supple
ment thereto, is required pursuant to Rule 424(b), the
Final Prospectus, and any such supplement, shall have
been filed in the manner and within the time period
required by Rule 424(b); and no stop order suspending
the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose
shall have been instituted or threatened.
(b) The Company shall have furnished to the
Representatives the opinion of Edwards & Angell,
counsel for the Company, dated the Closing Date, to
the effect that:
(i) each of the Company and Fleet National
Bank ("Fleet Bank-RI") and any other subsidiary
or subsidiaries which the Representatives may
reason ably request (individually a "Subsidiary"
and collectively the "Subsidiaries") has been
duly incorporated and is validly existing as a
corpora tion or national banking association in
good standing under the laws of the jurisdiction
in which it is chartered or organized, with full
corporate power and authority to own its proper
ties and conduct its business as described in the
Final Prospectus; the Company is duly qualified
to do business as a foreign corporation under the
laws of the State of New York and neither the
Company nor Fleet Bank-RI or any such other
Subsidiaries is required to be qualified to do
business as a foreign corporation under the laws
of any other jurisdiction; and the Company is
duly registered as a bank holding company under
the Bank Holding Company Act of 1956, as amended;
(ii) all the outstanding shares of the
capital stock of Fleet Bank-RI and any such other
Subsidiaries have been duly and validly
authorized and issued and are fully paid and
(except as provided in 12 U.S.C. Section 55)
nonassessable, and, except as otherwise set forth
or incorporated by reference in the Final
Prospectus, all outstanding shares of capital
stock of Fleet Bank-RI and such other
Subsidiaries are owned by the Company free and
clear of any perfected security interest and, to
the knowledge of such counsel, after due inquiry,
any other security interests, claims, liens or
encumbrances;
(iii) the Purchased Securities conform to
the description thereof contained in the Final
Prospectus; and, if the Securities are to be
listed on any stock exchange, authorization
therefor has been given, subject to official
notice of issuance and evidence of satisfactory
distribution, or the Company has filed a
preliminary listing application and all required
supporting documents with respect to the
Securities with such stock exchange and such
counsel has no reason to believe that the
Securities will not be authorized for listing,
subject to official notice of issuance and
evidence of satisfactory distribution;
(iv) the Indenture and the Warrant
Agreement, if any, have been duly authorized,
executed and delivered; the Indenture has been
duly qualified under the Trust Indenture Act; and
the Indenture and the Warrant Agreement, if any,
constitute legal, valid and binding instruments
enforceable against the Company in accordance
with their respective terms (subject, as to
enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency,
moratorium or other laws affect ing creditors'
rights generally from time to time in effect and
to the availability of equitable remedies which
are discretionary with the courts); and the
Securities have been duly authorized and, when
executed and authenticated in accordance with the
provisions of the Indenture and delivered
pursuant to the Warrant Agreement, in the case of
Warrant Securities, and delivered to and paid for
by the Underwriters pursuant to this Agreement,
in the case of the Underwriters' Securities, or
by the purchasers thereof pursuant to Delayed
Delivery Contracts, in the case of any Contract
Securi ties, will constitute legal, valid and
binding obligations of the Company entitled to
the bene fits of the Indenture;
(v) to the best knowledge of such counsel,
there is no pending or threatened action, suit or
proceeding before any court or governmental
agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries,
of a character required to be disclosed in the
Registration Statement which is not adequately
disclosed in the Final Prospectus, and there is
no franchise, contract or other document of a
character required to be described in the
Registration Statement or Final Prospectus, or to
be filed as an exhibit, which is not described or
filed as required;
(vi) the Registration Statement has become
effective under the Act; any required filing of
the Basic Prospectus, any Preliminary Final
Prospectus and the Final Prospectus, and any
supplements thereto, pursuant to Rule 424(b) has
been made in the manner and within the time
period required by Rule 424(b); to the best
knowledge of such counsel, no stop order
suspending the effectiveness of the Registration
Statement has been issued, no proceedings for
that purpose have been instituted or threatened,
and the Registration Statement and the Final
Prospectus (other than the financial statements
and other financial and statistical information
contained therein as to which such counsel need
express no opinion) comply as to form in all
material respects with the applicable
requirements of the Act and the Ex change Act and
the respective rules thereunder; and such counsel
has no reason to believe that at the Effective
Date the Registration Statement contained any
untrue statement of a material fact or omitted to
state any material fact required to be stated
therein or necessary to make the state ments
therein not misleading or that at the Closing
Date the Final Prospectus includes any untrue
statement of a material fact or omits to state a
material fact necessary to make the state ments
therein, in the light of the circumstances under
which they were made, not misleading;
(vii) this Agreement and any Delayed
Delivery Contracts have been duly authorized,
executed and delivered by the Company;
(viii) without expressing any opinion with
respect to the Warrant Securities, no consent,
approval, authorization or order of any court or
governmental agency or body is required for the
consummation of the transactions contemplated
herein or in any Delayed Delivery Contracts,
except such as have been obtained under the Act
and such as may be required under the blue sky
laws of any jurisdiction in connection with the
purchase and distribution of the Securities by
the Underwriters and such other approvals
(specified in such opinion) as have been obtained;
(ix) neither the issue and sale of the
Securities, nor the consummation of any other of
the transactions herein contemplated nor the
fulfillment of the terms hereof or of any Delayed
Delivery Contracts will conflict with, result in
a breach of, or constitute a default under the
charter or by-laws of the Company or the terms of
any indenture or other agreement or instrument
known to such counsel and to which the Company or
any of its subsidiaries is a party or bound, or
any order or regulation known to such counsel to
be applicable to the Company or any of its
subsidiaries of any court, regulatory body,
administrative agency, governmental body or
arbitrator having jurisdiction over the Company
or any of its subsidiaries; and
(x) no holders of securities of the Company
have rights to the registration of such
securities under the Registration Statement.
In rendering such opinion, such counsel may rely
(A) as to matters involving the application of
laws of any jurisdiction other than the State of
Rhode Island or the United States, to the extent
deemed proper and specified in such opinion, upon
the opinion of other counsel of good standing
believed to be reliable and who are satisfactory
to counsel for the Underwriters and (B) as to
matters of fact, to the extent deemed proper, on
certificates of responsible officers of the
Company and public officials. References to the
Final Prospectus in this paragraph (b) include
any supplements thereto at the Closing Date.
(c) The Representatives shall have received from
Cravath, Swaine & Moore, counsel for the Underwriters,
such opinion or opinions, dated the Closing Date, with
respect to the issuance and sale of the Securities,
the Indenture, any Delayed Delivery Contracts, the
Registration Statement, the Final Prospectus (together
with any supplement thereto) and other related matters
as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such
documents as they request for the purpose of enabling
them to pass upon such matters.
(d) The Company shall have furnished to the
Representatives a certificate of the Company, signed
by the Chairman of the Board, the President or any
Executive Vice President and the principal financial
or accounting officer or treasurer of the Company,
dated the Closing Date, to the effect that the signers
of such certificate have carefully examined the
Registration Statement, the Final Prospectus, any
supplement to the Final Prospectus and this Agreement
and that:
(i) the representations and warranties of
the Company in this Agreement are true and
correct in all material respects on and as of the
Closing Date with the same effect as if made on
the Closing Date and the Company has complied
with all the agreements and satisfied all the
conditions on its part to be performed or
satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effective
ness of the Registration Statement has been
issued and no proceedings for that purpose have
been instituted or, to the Company's knowledge,
threatened; and
(iii) since the date of the most recent
financial statements included in the Final
Prospectus (exclusive of any supplement thereto),
there has been no material adverse change in the
condition (financial or other), earnings,
business or properties of the Company and its
subsidiaries, whether or not arising from
transactions in the ordinary course of business,
except as set forth in or contemplated in the
Final Prospectus (exclusive of any supplement
thereto).
(e) At the Execution Time and at the Closing
Date, KPMG Peat Marwick shall have furnished to the
Representatives a letter or letters (which may refer
to letters previously delivered to one or more of the
Representatives), dated as of the Closing Date, in
form and substance satisfactory to the
Representatives, confirming that they are independent
accountants within the meaning of the Act and the
Exchange Act and the respec tive applicable published
rules and regulations there under and stating in
effect that:
(i) in their opinion the audited
consolidated financial statements and financial
statement schedules included or incorporated in
the Registration Statement and the Final
Prospectus and reported on by them comply in form
in all material respects with the applicable
accounting require ments of the Act and the
Exchange Act and the related published rules and
regulations;
(ii) on the basis of a reading of the
latest unaudited consolidated condensed financial
state ments made available by the Company and its
subsidiaries; carrying out certain specified
procedures (but not an audit in accordance with
generally accepted auditing standards) which
would not necessarily reveal matters of
significance with respect to the comments set
forth in such letter; a reading of the minutes of
the meetings of the stockholders, directors and
the executive and audit committees of the
Company; and inquiries of certain officials of
the Company who have responsibility for financial
and accounting matters of the Company and its
subsidiaries as to transactions and events
subsequent to the date of the most recent audited
financial statements in or incorporated in the
Final Prospectus, nothing came to their attention
which caused them to believe that:
(1) the amounts in the unaudited "Summary
Consolidated Financial Data", if any, included in
the Final Prospectus do not agree with the
corresponding amounts in the audited consolidated
condensed financial statements or analyses
prepared by the Company from which such amounts
were derived; or
(2) any unaudited consolidated financial
statements included or incorporated in the
Registration Statement and the Final Prospectus
do not comply in form in all material respects
with applicable accounting requirements and with
the published rules and regulations of the
Commission with respect to financial statements
included or incorporated in quarterly reports on
Form 10-Q under the Exchange Act; and said
unaudited consolidated condensed financial
statements are not in conformity with generally
accepted accounting principles applied on a basis
substantially consistent with that of the audited
consolidated financial statements included or
incorporated in the Registration Statement and
the Final Prospectus;
(3) with respect to the period subsequent
to the date of the most recent consolidated
financial statements (other than any capsule
information), audited or unaudited, in or
incorporated in the Registration Statement and
the Final Prospectus, there were any changes, at
a specified date not more than five business days
prior to the date of the letter, in the long-term
debt of the Company or capital stock of the
Company or decreases in the stockholders' equity
of the Company as compared with the amounts shown
on the most recent consolidated balance sheet
included or incorporated in the Registration
Statement and the Final Prospectus, or for the
period from the date of the most recent
consolidated financial statements included or
incorporated in the Registration Statement and
the Final Prospectus to such specified date there
were any decreases, as compared with the
corresponding period in the preceding year; in
consolidated net interest income, consolidated
net interest income after provision for possible
loan losses, consolidated income before income
taxes or in total or per share amounts of
consolidated net income of the Company, except in
all instances for changes or decreases set forth
in such letter, in which case the letter shall be
accompanied by an explanation by the Company as
to the significance thereof unless said
explanation is not deemed necessary by the
Representatives; or
(4) the amounts included in any unaudited
"capsule" information included or incorporated in
the Registration Statement and the Final
Prospectus do not agree with the amounts set
forth in the unaudited financial statements for
the same periods or were not determined on a
basis substantially consistent with that of the
corresponding amounts in the audited financial
statements included or incorporated in the
Registration Statement and the Final Prospectus;
and
(iii) they have performed certain other
specified procedures as a result of which they
determined that certain information of an
accounting, financial or statistical nature
(which is limited to accounting, financial or
statistical information derived from the general
accounting records of the Company and its
subsidiaries) set forth in the Registration
Statement and the Final Prospectus and in Exhibit
12 to the Registration Statement, including the
information set forth under the captions "Fleet
Financial Group, Inc.", "Recent Developments" and
"Consolidated Ratios of Earnings to Fixed
Charges" in the Final Prospectus, the information
included or incorporated in Items 1, 6 and 7 of
the Company's Annual Report on Form 10-K
incorporated in the Registration State ment and
the Prospectus, and the information included in
the "Management's Discussion and Analysis of
Financial Condition and Results of Operations"
included or incorporated in the Company's
Quarterly Reports on Form 10-Q, incorporated in
the Registration Statement and the Final
Prospectus, agrees with the accounting records of
the Company and its subsidiaries, excluding any
questions of legal interpretation.
References to the Final Prospectus in this paragraph
(e) include any supplement thereto at the date of the
letter.
(f) Subsequent to the Execution Time or, if
earlier, the dates as of which information is given in
the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any
supplement thereto), there shall not have been (i) any
change or decrease specified in the letter or letters
referred to in paragraph (e) of this Section 5 or (ii)
any change, or any development involving a prospective
change, in or affecting the business or properties of
the Company and its subsidiaries the effect of which,
in any case referred to in clause (i) or (ii) above,
is, in the judgment of the Representatives, so
material and adverse as to make it impractical or
inadvisable to proceed with the offering or the
delivery of the Securities as contemplated by the
Registration State ment (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any
supplement thereto).
(g) Subsequent to the Execution Time, there
shall not have been any decrease in the ratings of any
of the Company's debt securities by any "nationally
recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act) or
any notice given of any intended or potential decrease
in any such rating.
(h) Prior to the Closing Date, the Company shall
have furnished to the Representatives such further
information, certificates and documents (including an
opinion of counsel for the Company with respect to the
foreign qualification of specified subsidiaries) as
the Representatives may reasonably request.
(i) The Company shall have accepted Delayed
Delivery Contracts in any case where sales of Contract
Securities arranged by the Underwriters have been
approved by the Company.
If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects
when and as provided in this Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in
this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters
hereunder may be canceled at, or at any time prior to, the
Closing Date by the Representatives. Notice of such
cancellation shall be given to the Company in writing or
by telephone or telegraph confirmed in writing.
6. Reimbursement of Underwriters' Expenses. If the
sale of the Securities provided for herein is not
consummated because any condition to the obligations of
the Underwriters set forth in Section 5 hereof is not
satisfied or because of any refusal, inability or failure
on the part of the Company to perform any agreement herein
or comply with any provision hereof other than by reason
of a default by any of the Underwriters, the Company will
reimburse the Underwriters severally upon demand for all
out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of
the Securities.
7. Indemnification and Contribution. (a) The
Company agrees to indemnify and hold harmless each Under
writer and each person who controls any Underwriter within
the meaning of either the Act or the Exchange Act against
any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal
or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration
statement for the registration of the Securities as
originally filed or in any amendment thereof, or in the
Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make
the statements therein not misleading, and agrees to
reimburse each such indemnified party, as incurred, for
any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however,
that (i) the Company will not be liable in any such case
to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in
conformity with written information furnished to the
Company by or on behalf of any Underwriter through the
Representatives specifically for use in connection with
the preparation thereof, and (ii) such indemnity with
respect to the Basic Prospectus or any Preliminary Final
Prospectus shall not inure to the benefit of any
Underwriter (or any person controlling such Underwriter)
from whom the person asserting any such loss, claim,
damage or liability purchased the Securities which are the
subject thereof if such person did not receive a copy of
the Final Prospectus (or the Final Prospectus as
supplemented) excluding documents incorporated therein by
reference at or prior to the confirmation of the sale of
such Securities to such person in any case where such
delivery is required by the Act and the untrue state ment
or omission of a material fact contained in the Basic
Prospectus or any Preliminary Final Prospectus was
corrected in the Final Prospectus (or the Final Prospectus
as supplemented). This indemnity agreement will be in
addition to any liability which the Company may otherwise
have.
(b) Each Underwriter severally agrees to
indemnify and hold harmless the Company, each of its
directors, each of its officers who signs the Registration
Statement, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, to the
same extent as the foregoing indemnity from the Company to
each Underwriter, but only with reference to written
information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the
Representatives specifically for use in the preparation of
the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The
Company acknowledges that the statements set forth in the
last paragraph of the cover page, under the heading
"Underwriting" or "Plan of Distribution" and, if Schedule
I hereto provides for sales of Securities pursuant to
delayed delivery arrangements, in the last sentence under
the heading "Delayed Delivery Arrangements" in any
Preliminary Final Prospectus or the Final Prospectus
constitute the only information furnished in writing by or
on behalf of the several Underwriters for inclusion in the
documents referred to in the foregoing indemnity, and you,
as the Representatives, confirm that such statements are
correct.
(c) Promptly after receipt by an indemnified
party under this Section 7 of notice of the commencement
of any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying
party under this Section 7, notify the indemnifying party
in writ ing of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve it
from any liability which it may have to any indemnified
party other wise than under this Section 7. In case any
such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to
appoint counsel satisfactory to such indemnified party to
represent the indemnified party in such action; provided,
however, that if the defendants in any such action include
both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that
there may be legal defenses available to it and/or other
indemnified parties which are different from or additional
to those available to the indemnifying party, the
indemnified party or parties shall have the right to
select separate counsel to defend such action on behalf of
such indemnified party or parties. Upon receipt of notice
from the indemnifying party to such indemnified party of
its election so to appoint counsel to defend such action
and approval by the indemnified party of such counsel, the
indemnifying party will not be liable to such indemnified
party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in
accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one
separate counsel (plus any local counsel), approved by the
Representatives in the case of paragraph (a) of this Sec
tion 7, representing the indemnified parties under such
paragraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party
has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying
party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
(d) In order to provide for just and equitable
contribution in circumstances in which the indemnification
provided for in paragraph (a) of this Section 7 is due in
accordance with its terms but is for any reason held by a
court to be unavailable from the Company on grounds of
policy or otherwise, the Company and the Underwriters
shall contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or
defending same) to which the Company and one or more of
the Underwriters may be subject in such proportion so that
the Underwriters are responsible for that portion
represented by the percentage that the underwriting
discount bears to the sum of such discount and the
purchase price of the Securities specified in Schedule I
hereto and the Company is responsible for the balance;
provided, however, that (y) in no case shall any
Underwriter (except as may be provided in any agreement
among underwriters relating to the offering of the Securi
ties) be responsible for any amount in excess of the under
writing discount applicable to the Securities purchased by
such Underwriter hereunder and (z) no person guilty of
fraudulent misrepresentation (within the meaning of Sec
tion 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each
person who controls an Underwriter within the meaning of
the Act shall have the same rights to contribution as such
Underwriter, and each person who controls the Company
within the meaning of either the Act or the Exchange Act,
each officer of the Company who shall have signed the
Registra tion Statement and each director of the Company
shall have the same rights to contribution as the Company,
subject in each case to clauses (y) and (z) of this
paragraph (d). Any party entitled to contribution will,
promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect
of which a claim for contribution may be made against
another party or parties under this paragraph (d), notify
such party or parties from whom contribution may be
sought, but the omission to so notify such party or
parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or
they may have hereunder or otherwise than under this
paragraph (d).
8. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
obligations under this Agreement, the remaining
Underwriters shall be obligated severally to take up and
pay for (in the respective proportions which the amount of
Securities set forth opposite their names in Schedule II
hereto bears to the aggregate amount of Securities set
forth opposite the names of all the remaining
Underwriters) the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate
amount of Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase shall exceed
10% of the aggregate amount of Securities set forth in
Schedule II hereto, the remaining Underwriters shall have
the right to purchase all, but shall not be under any
obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the
Securities, this Agreement will terminate without
liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as
set forth in this Section 8, the Closing Date shall be
postponed for such period, not exceeding seven days, as
the Representatives shall determine in order that the
required changes in the Registration Statement and the
Final Prospectus or in any other documents or arrangements
may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability,
if any, to the Company and any nondefaulting Underwriter
for damages occasioned by its default hereunder.
9. Termination. This Agreement shall be subject to
termination in the absolute discretion of the
Representatives, by notice given to the Company prior to
delivery of and payment for the Securities, if prior to
such time (i) trading in the Company's Common Stock shall
have been suspended by the Commission or the New York
Stock Exchange or trading in securities generally on the
New York Stock Exchange shall have been suspended or
limited or minimum prices shall have been established on
such Exchange, (ii) a banking moratorium shall have been
declared either by Federal or New York, Rhode Island,
Connecticut, Maine, New Hampshire or Massachusetts state
authorities or (iii) there shall have occurred any
outbreak or escalation of hostilities, declaration by the
United States of a national emergency or war or other
calamity or crisis the effect of which on the financial
markets is such as to make it, in the judgment of the
Representatives, impracticable or inadvisable to market
the Securities.
10. Representations and Indemnities to Survive. The
respective agreements, representations, warranties,
indemnities and other statements of the Company or its
officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on
behalf of any Underwriter or the Company or any of the
officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment
for the Securities. The provisions of Sections 6 and 7
hereof shall survive the termination or cancellation of
this Agreement.
11. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telegraphed
and confirmed to them, at the address specified in
Schedule I hereto; or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at 50
Kennedy Plaza, Providence, Rhode Island 02903, attention
of the Senior Vice President and General Counsel.
12. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and
their respective successors and the officers and directors
and controlling persons referred to in Section 7 hereof,
and no other person will have any right or obligation
hereunder.
13. Applicable Law. This Agreement will be governed
by and construed in accordance with the laws of the State
of New York.
If the foregoing is in accordance with your under
standing of our agreement, please sign and return to us
the enclosed duplicate hereof, whereupon this letter and
your acceptance shall represent a binding agreement among
the Company and the several Underwriters.
Very truly yours,
FLEET FINANCIAL GROUP, INC.
By:
Title: Vice President - Finance
CONFIRMED AND ACCEPTED,
as of the date first above written:
BY: GOLDMAN, SACHS & CO.
(Goldman, Sachs & Co.)
For themselves and as Representative of the other Underwriters named
in Schedule II hereto.
<PAGE>
SCHEDULE I
Underwriting Agreement dated October 14, 1994
Registration Statement Nos. 33-45137 and 33-50216
Representatives: Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004
Chase Securities, Inc.
One Chase Plaza
New York, NY 10081
Merrill Lynch, Pierce, Fenner
& Smith
Incorporated
North Tower
World Financial Center
New York, N.Y. 10281-1200
Salomon Brothers Inc
Seven World Trade Center
New York, N.Y. 10048
Title, Purchase Price and Description of Securities:
Title: 7-1/4% Senior Notes Due October 15, 1997
Trustee: The First National Bank of Chicago
Principal amount: $200,000,000
Purchase price: 99.476% of principal amount
plus accrued interest, if
any, from October 15, 1994 to
the date of delivery
Type of Funds: Wire transfer of Federal (same day) funds
Sinking fund provisions: None
Redemption provisions: Not redeemable prior to maturity
Other provisions: None
Closing Date, Time and Location: October 21, 1994
10:00 a.m.,
New York City time
Cravath, Swaine & Moore
825 Eighth Avenue
New York, N.Y. 10019
Type of Offering: Delayed Offering
Modification of items to be covered by the letter from PMG
Peat Marwick delivered pursuant to Section 5(e) at the
Execution Time: None
<PAGE>
SCHEDULE II
Principal Amount of Securities to Underwriters be Purchased
Goldman, Sachs & Co. $ 50,000,000
Chase Securities, Inc $ 50,000,000
Merrill Lynch, Pierce,
Fenner & Smith
Incorporated $ 50,000,000
Salomon Brothers Inc $ 50,000,000
Total $200,000,000
EXHIBIT 4
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
THE NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY
BANK OR NONBANK SUBSIDIARY OF FLEET FINANCIAL GROUP, INC. AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR
ANY OTHER GOVERNMENT AGENCY.
REGISTERED REGISTERED
NUMBER R - SPECIMEN SPECIMEN
FLEET FINANCIAL GROUP, INC.
7 1/4% SENIOR NOTES DUE OCTOBER 15, 1997
CUSIP: 338915AE1
FLEET FINANCIAL GROUP, INC., a Rhode Island corporation (hereinafter
called the "Company", which term includes any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises
to pay to , or registered assigns, the principal sum of
($ ) on October 15, 1997, and to
pay interest thereon from October 15, 1994, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on April 15 and October 15 in each year, commencing April 15,
1995, at the rate of 7 1/4% per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular
Record Date for such interest, which shall be the March 31 or September 30
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date; provided, however, that in case of a Note originally
issued between a Regular Record Date and the Interest Payment Date or on an
Interest Payment Date relating to such Regular Record Date, interest for the
period beginning on the date of issue and ending on such Interest Payment
Date shall be paid on the next succeeding Interest Payment Date to the
Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the Regular Record Date with respect
to such succeeding Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Note (or one or more Predecessor Notes) is registered at
the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Notes of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture. Interest
will be computed on the basis of a 360-day year consisting of twelve 30-day
months.
Payment of the principal of (and premium, if any) and any such interest
on this Note will be made at the offices or agencies of the Company
maintained for that purpose in the Borough of Manhattan, The City of New
York, or in The City of Providence, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check drawn upon any Paying Agent
and mailed on or prior to an Interest Payment Date to the address of the
Person entitled thereto as such address shall appear in the Security
Register.
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued under an Indenture
dated as of October 1, 1992 (the "Indenture"), between the Company and The
First National Bank of Chicago (herein called the "Trustee", which term
includes any successor Trustee under the Indenture), to which Indenture and
all Indentures supplemental thereto reference is hereby made for a statement
of the respective rights of the Company, the Trustee and the Holders of the
Securities, and the terms upon which the Securities are, and are to be,
authenticated and delivered. This Note is one of a series of Notes of the
Company designated as its 7 1/4% Senior Notes Due October 15, 1997 (herein
called the "Notes"), limited in aggregate principal amount to $200,000,000.
Upon any distribution of assets of the Company upon dissolution, winding
up, liquidation or reorganization, the payment of the principal of, premium,
if any, and interest on, the Notes is to be subordinated in right of payment
to the extent provided in the Indenture to the prior payment in full of all
Senior Indebtedness and Other Financial Obligations of the Company (each as
defined in the Indenture). Each Holder of the Notes, by the acceptance
thereof, agrees to and shall be bound by such provisions of the Indenture.
The Notes may not be redeemed prior to their maturity on October 15,
1997.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered in the Security
Register of the Company upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place where the
principal of (and premium, if any) and interest on this Note are payable,
duly endorsed by, or accompanied by, a written instrument of transfer in
form satisfactory to the Company, duly executed by the registered Holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in
denominations of $1,000 and integral multiples of $1,000. As provided in
the Indenture, and subject to certain limitations set forth therein, this
Note is exchangeable for a like aggregate principal amount of Notes of
different authorized denominations, as requested by the Holder surrendering
the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal hereof may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the trustee
under each series to be affected with the consent of the Holders of 66 2/3%
in principal amount of the Outstanding Securities of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Outstanding
Securities of any series, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of
this Note and of any Note issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any)
and interest, if any, on this Note at the times, place and rate, and in the
coin and currency, herein prescribed.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an authenticating agent, by the manual
signature of an authorized officer, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: October 21, 1994
FLEET FINANCIAL GROUP, INC.
By /s/Terrence Murray
Chairman
By /s/William C. Mutterperl
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series provided for under the
within-mentioned Indenture.
Dated: October 21, 1994 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
Name and address of assignee, including zip code, must be printed or
typewritten)
the within Note, and all rights thereunder, hereby irrevocably constituting
and appointing
Attorney to transfer said Note on the books of the within Company, with full
power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment
must correspond with the name as
it appears upon the face of the
within or attached Note in every
particular, without alteration or
enlargement or any change
whatever.
<TABLE>
EXHIBIT 12
FLEET FINANCIAL GROUP, INC.
COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
EXCLUDING INTEREST ON DEPOSITS
(millions)
<CAPTION>
Six Months
Ended June 30, Year Ended December 31
1994 1993 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Net income (loss) $285 $225 $488 $280 $98 ($74) $371
Adjustments:
(a) Applicable income taxes (benefits) 191 153 327 228 55 (90) 168
(b) Fixed charges:
(1) Interest on borrowed funds 248 202 417 386 450 783 560
(2) 1/3 of rent 17 17 34 30 23 19 20
(c) Adjusted earnings $741 $597 $1,266 $924 $626 $638 $1,119
Fixed charges [b(1)+b(2)] $265 $219 $451 $416 $473 $802 $580
Adjusted earnings/fixed charges 2.80x 2.73x 2.81x 2.22x 1.32x 0.80x* 1.93x
</TABLE>
<TABLE>
INCLUDING INTEREST ON DEPOSITS
<CAPTION>
Six Months
Ended June 30, Year Ended December 31
1994 1993 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Net income (loss) $285 $225 $488 $280 $98 ($74) $371
Adjustments:
(a) Applicable income taxes (benefits) 191 153 327 228 55 (90) 168
(b) Fixed charges
(1) Interest on borrowed funds 248 202 417 386 450 783 560
(2) 1/3 of rent 17 17 34 30 23 19 20
(3) Interest on deposits 327 399 744 1,076 1,480 1,343 1,256
(c) Adjusted earnings $1,068 $996 $2,010 $2,000 $2,106 $1,981 $2,375
Fixed charges [b(1)+b(2)+b(3)] $592 $618 $1,195 $1,492 $1,953 $2,145 $1,836
Adjusted earnings/fixed charges 1.80x 1.61x 1.68x 1.34x 1.08x 0.92x* 1.29x
<FN>
* Note that earnings are inadequate to cover fixed charges, the deficiency being $163 million for
both the ratio excluding and including interest on deposits
</TABLE>
