<PAGE> 1
AS FILED WITH THE SECURITIES & EXCHANGE COMMISSION ON OCTOBER 18, 1994
REGISTRATION NO.33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FLEET FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
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<TABLE>
<S> <C>
RHODE ISLAND 05-0341324
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
</TABLE>
50 KENNEDY PLAZA, PROVIDENCE, RHODE ISLAND 02903
(Address of Principal Executive Offices, including Zip Code)
FLEET FINANCIAL GROUP, INC. AMENDED AND RESTATED
1992 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full Title of Plan)
WILLIAM C. MUTTERPERL
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
FLEET FINANCIAL GROUP, INC.
50 Kennedy Plaza
Providence, Rhode Island 02903
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Copy to:
V. DUNCAN JOHNSON, ESQ.
EDWARDS & ANGELL
2700 Hospital Trust Plaza
Providence, Rhode Island 02903
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(401) 278-5880
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE
TITLE OF SECURITIES AMOUNT TO PRICE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par
value(2)........................ 6,500,000 $37.125 $241,312,500 $83,212
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</TABLE>
(1) Pursuant to Rule 457 of the rules and regulations of the Commission under
the Securities Act of 1933, as amended, based on a price of $37.125 per
share (the average of the high and low prices per share on the New York
Stock Exchange on October 12, 1994).
(2) Including Preferred Share Purchase Rights.
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PURSUANT TO RULE 429 OF THE RULES AND REGULATIONS OF THE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, THE PROSPECTUS CONTAINED HEREIN RELATES
ALSO TO REGISTRATION STATEMENT NOS. 33-48818, 33-25872 AND 2-93150.
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<PAGE> 2
This document constitutes part of the prospectus covering securities that
have been registered under the Securities Act of 1933.
PROSPECTUS
- ----------
EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLANS
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10,500,000 SHARES
COMMON STOCK, $1.00 PAR VALUE
------------------------
Shares of Common Stock covered by this Prospectus have been or are being
offered from time to time by Fleet Financial Group, Inc. (the "Company") to
officers and other key employees of the Company and its subsidiaries pursuant to
the terms of the Company's Amended and Restated 1992 Stock Option and Restricted
Stock Plan, the Amended and Restated 1988 Stock Option Plan and the 1984 Stock
Option Plan (collectively, the "Plans"). The Plans are described herein under
the captions "The Company's Stock Options and Restricted Stock Awards" and
"Stock Option and Restricted Stock Plans". Option prices have been and will be
determined in relation to the fair market value of the Company's Common Stock as
described hereinafter.
The net proceeds to be received by the Company upon the exercise of options
will be the entire purchase price for all shares sold, less expenses incurred in
connection therewith such as transfer agents' fees and costs of registration.
Salaried officers and employees of the Company and its subsidiaries are
eligible to receive options and restricted stock awards.
------------------------
This Prospectus is not available for reoffers or resales of Common Stock
acquired by "affiliates" of the Company (as defined by the Securities Act of
1933, as amended (the "Securities Act"), and Rule 405 promulgated thereunder).
Certain officers of the Company should be aware of the reporting
requirements applicable to them under Section 16(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and of the six-month short-swing
recapture provisions that may be applicable to them under Section 16(b) of the
Exchange Act in connection with the exercise of options and the resale of shares
acquired pursuant to the Plans.
The executive office of the Company is located at 50 Kennedy Plaza,
Providence, Rhode Island 02903; telephone number (401) 278-5800.
This Prospectus also covers such additional shares as may be issuable under
the Plans in the event of a stock dividend, split-up of shares, recapitalization
or other similar change in the Common Stock.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS OCTOBER 18, 1994.
<PAGE> 3
THE COMPANY'S STOCK OPTIONS AND RESTRICTED STOCK AWARDS
General. Employee stock options and restricted stock awards are intended
to encourage ownership by salaried officers and employees of the common stock,
$1.00 par value (the "Common Stock"), of the Company, and to provide incentives
for such employees to put forth maximum efforts for successful operation of the
Company. The Plans seek to benefit the Company by making it possible for the
Company and its subsidiaries to attract and retain the best available management
and key technical talent and by rewarding key employees for their contribution
to the operating progress and earning power of the Company. The grant of an
option or restricted stock award does not, however, constitute an agreement of
employment by the Company or give any employment rights per se to a participant.
There are 10,500,000 shares of the Company's Common Stock reserved for
grant or award pursuant to the terms of the Amended and Restated 1992 Stock
Option and Restricted Stock Plan (the "1992 Plan") to key officers and employees
of the Company and its subsidiaries. The 1992 Plan was adopted by the Board of
Directors of the Company on January 15, 1992 and approved by the stockholders on
April 15, 1992. On February 16, 1994 and April 20, 1994, respectively, the Board
of Directors and the stockholders approved an amendment and restatement of the
1992 Plan to increase the number of shares issuable under the 1992 Plan from
4,000,000 to 10,500,000, eliminate certain discretion granted to the committee
charged with administration of the 1992 Plan, extend certain post-active
employment exercise rights and qualify stock options, stock appreciation rights
and restricted stock granted under the 1992 Plan for an exemption from the
deductibility limitation set forth in Rule 1.162-27 (now in effect or as
amended) under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"). See "Stock Options and Restricted Stock -- Administration" and
"Federal Income Tax Consequences." Rule 1.162-27 relates to the disallowance by
publicly-held companies of tax deductions for employee remuneration in excess of
$1 million, and is hereafter referred to as the "IRS Regulations". At September
15, 1994, options for the purchase of 3,007,800 shares were outstanding and
restricted stock awards with respect to 35,000 shares had been issued under the
1992 Plan.
The Amended and Restated 1988 Stock Option Plan (the "1988 Plan") was
adopted by the Board of Directors of the Company on February 17, 1988 and
approved by the stockholders on May 18, 1988. On November 15, 1989 and April 18,
1990, respectively, the Board of Directors and the stockholders approved an
amendment and restatement of the 1988 Plan to provide for the grant of
restricted stock awards. Upon adoption of the 1992 Plan, the 1988 Plan was
terminated with the result that no further options or restricted stock awards
thereunder have been or will be granted. At September 15, 1994, options for the
purchase of 1,158,950 shares were outstanding and restricted stock awards with
respect to 105,000 shares had been issued under the 1988 Plan.
The 1984 Stock Option Plan (the "1984 Plan") was adopted by the Board of
Directors of the Company on February 8, 1984 and approved by the stockholders on
April 11, 1984. Upon adoption of the 1988 Plan, the 1984 Plan was terminated
with the result that no further options thereunder have been or will be granted.
At September 15, 1994, options for the purchase of 501,902 shares were
outstanding under the 1984 Plan.
STOCK OPTION AND RESTRICTED STOCK PLANS
Participation. All salaried officers and employees of the Company and its
subsidiaries are eligible to receive options and restricted stock awards under
the 1992 Plan. Notwithstanding the foregoing, no person is eligible to
participate in the 1992 Plan, or to exercise options previously granted or take
possession of restricted stock previously issued, if such person beneficially
owns five percent or more of the Company's Common Stock. The total amount of
Common Stock for which options may be granted or restricted stock awards may be
issued to any one person may not exceed 10% of the total amount of outstanding
Common Stock of the Company. With respect to any options granted on or after
April 20, 1994 under the 1992 Plan, no optionee shall receive options in any
fiscal year of the Company which, in the aggregate, exceed an amount equal to 5%
of the additional shares of the Company's Common Stock authorized for issuance
under the 1992 Plan at the 1994 Annual Meeting of Stockholders. With respect to
restricted stock awarded under the 1992 Plan, no person shall be granted
restricted stock awards in any fiscal year of the Company which, in the
aggregate, exceed 100,000 shares of the Company's Common Stock. Further, the
total amount of the Company's
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<PAGE> 4
Common Stock as to which restricted stock awards may be issued under the 1992
Plan shall not exceed an amount equal to 1% of the Company's outstanding Common
Stock. If any option granted, or any restricted stock award issued, under the
1992 Plan shall expire, terminate or be forfeited for any reason without having
been exercised in full, or prior to the expiration (if at all) of the Restricted
Period (as herein defined), as applicable, the corresponding number of shares
which were reserved for issuance upon either the exercise of the option or the
lapse of the Restricted Period shall again be available for the purposes of the
1992 Plan.
Administration. The Plans are administered by the Human Resources and
Planning Committee (the "Committee"), which is appointed by the Company's Board
of Directors and consists of members of the Board who are not officers of the
Company. Present Committee members are Bradford R. Boss, James F. Hardymon,
Arthur C. Milot, Thomas D. O'Connor and John S. Scott. The address of the
Committee members is c/o the Company, 50 Kennedy Plaza, Providence, Rhode Island
02903. Members of the Committee may not participate in the Plans and must be
"disinterested" for purposes of Rule 16b-3 (now in effect or as amended) under
the Exchange Act. In addition, each member of the Committee must be an "outside"
director as such term is defined in the IRS Regulations. The Committee
determines the terms of each option and restricted stock award, subject to the
terms of the Plans, and is empowered to prescribe rules and regulations relating
to the Plans, to interpret the Plans and to determine the terms (which need not
be identical) of individual options or restricted stock awards granted under the
Plans. After being granted an option or restricted stock award, each recipient
must enter into an option agreement or restricted stock agreement, as
applicable, with the Company setting forth the terms of the option or stock
award. Upon exercise of options, employees are required to pay the option price
in full prior to receipt of certificates for Common Stock. An employee to whom a
restricted stock award is issued will not receive certificates for the Common
Stock until certain conditions are satisfied (if at all) and the Restricted
Period lapses.
Options. Options granted under the Plans may be exerciseable immediately,
after a period of time or in installments, as determined by the Committee. The
option price shall not be less than the fair market value of the Common Stock on
the date of grant. The fair market value on the date of grant of the option
shall be determined by the Committee.
Exercise of Options. Options are exercised upon delivery by an optionee to
the Company at its office at 50 Kennedy Plaza, Providence, Rhode Island, of
payment for the whole number of shares that the optionee then seeks to purchase
under his option agreement with the Company. Exercise of options may be made
only by the optionee and may be made as to all or any number of the shares
available for exercise theretofore unexercised under the option except that no
option may be exercised for less than ten shares unless the issue of a lesser
number is enough to exhaust the option. If not exercised, options expire not
later than ten years from the date of grant, or at such earlier time as the
Committee may determine, subject to earlier termination as set forth below.
At the request of a holder of an option, the Company may establish
procedures with a broker to provide for the delivery by the Company directly to
the broker of a copy of the notice of exercise upon its receipt and for delivery
of the shares issuable thereunder to the broker upon issuance. This procedure
will facilitate the sale of Common Stock by optionees as the broker may pay the
exercise price and applicable taxes on behalf of the optionee and immediately
sell the Common Stock for the account of the optionee or establish a margin
account for those shares in accordance with applicable law and regulations.
Payment for Option Shares. The option price is payable either (a) in cash,
or (b) by the delivery of shares of the Company's Common Stock already owned by
the optionee, or (c) a combination of (a) and (b). Common Stock so utilized will
be valued in accordance with the applicable provisions of the Code, and
regulations thereunder or, in the absence thereof, at the mean of the high and
low market prices on the date of exercise. The purpose of this feature is to
permit optionees, if they so desire, to exercise options without having to
obtain cash by borrowing or by selling Common Stock and incurring a tax
liability. In accordance with present Internal Revenue Service and Securities
and Exchange Commission ("Commission") guidelines, optionees are also permitted
to engage in a successive exchange (or series of exchanges) in which Common
Stock they are entitled to receive upon the exercise of an option may be
simultaneously utilized as payment for the exercise of an additional option or
options. If Common Stock acquired upon the exercise of an Incentive
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<PAGE> 5
Option (as defined below) has not been held for the requisite holding periods
described under "Federal Income Tax Consequences" below, and is delivered for
the exercise of an Incentive Option, such transaction is a disqualifying
disposition. If the exercise of an option results in income taxable as wages to
the optionee, such holder may request that the Company withhold from the Common
Stock issuable upon exercise of such option in lieu of cash payment by the
optionee, such number of shares of Common Stock which, when multiplied by the
current market price, equals the withholding tax obligation of the Company in
respect of such wages.
Purchase of Options. Under the Plans, a stock option may include, at the
discretion of the Committee, a provision permitting the holder to, in effect,
sell the option back to the Company in whole or in part (a stock appreciation
right, or "SAR"). In such case, the consideration to be paid by the Company
shall be, as determined by the Committee, either (a) cash in the amount of the
excess over the option price of the then market value of the Common Stock
covered by the portion of the option purchased (the "SAR Spread"), (b) that
number of full shares of Common Stock of the Company determined by dividing the
SAR Spread by the then market value of the Common Stock, or (c) a combination of
(a) and (b). An SAR permits an optionee to realize the benefits intended to be
conferred by stock options without requiring the exercise of an option and the
sale of the shares purchased. Shares subject to options so sold to the Company
pursuant to an SAR shall not again be available for grant for purposes of the
respective Plans. In any fiscal year of the Company, the aggregate number of
shares of Common Stock as to which SARs may be granted to any optionee shall not
exceed 5% of the additional shares of the Company's Common Stock authorized for
issuance under the 1992 Plan at the 1994 Annual Meeting of Stockholders.
Termination of Options Granted Prior to April 20, 1994. Options granted
prior to April 20, 1994 terminate immediately after employment terminates (other
than by reason of retirement with the Company's consent, in which case the
optionee has three months, or such longer period not to exceed five years as may
be approved by the Committee, to exercise his options to the extent he was
entitled to do so immediately prior to his retirement). Options are not
transferable except by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order. If an employee holding an option dies
while employed or within three months after retirement with the consent of the
Company, such option may be exercised, to the extent the employee was entitled
to do so at his death, by his executor, administrator or legal representative,
within such period not exceeding one year after the employees's death, as shall
be set forth in the specific option agreement.
Termination of Options Granted On or After April 20, 1994. Options granted
on or after April 20, 1994 terminate immediately after employment terminates,
unless such termination is the result of death, disability or retirement with
the Company's consent, in which case the optionee or his personal representative
has twelve months, or such longer period not to exceed five years as may be
approved by the Committee, to exercise his options to the extent the optionee
was entitled to do so immediately prior to the cessation of such optionee's
active employment due to death, disability or retirement with the Company's
consent. Options are not transferable except by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order.
Provisions Applicable to All Restricted Stock Awards. Upon the grant of
restricted stock, the shares are registered in the employee's name and an
employee generally has all incidents of ownership, including the right to
receive cash dividends and to vote the shares. However, the employee may not
sell, transfer, assign or otherwise encumber or dispose of the shares, except by
will or the laws of descent and distribution, for such period as the Committee
may determine, beginning on the date on which the award is granted (the
"Restricted Period"). The restricted stock awards may vest in installments or a
lump sum upon satisfaction of certain conditions which, in the case of
restricted stock awarded on or after April 20, 1994, shall relate solely to the
attainment of one or more preestablished objective performance goals. If the
restrictions on vesting are not satisfied, the shares are forfeited by the
employee and transferred to, and reacquired by, the Company and may, under
certain circumstances, be awarded as restricted stock or granted as options. The
restricted stock is held by the Company until the restrictions are satisfied (if
at all, in the case of performance restricted stock awarded on or after April
20, 1994). The employee is responsible for paying all Federal and state tax
liabilities with respect to the award or vesting of restricted stock and to make
any other payments which may be established in connection therewith. The
Committee also is authorized to take any action it deems necessary
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<PAGE> 6
to satisfy Federal and state tax withholding requirements with respect to any
award of restricted stock. The restricted stock agreement may provide that the
employee may elect to satisfy Federal and state tax withholding requirements
through retention of shares of Common Stock transferred to the employee under
the award or by the delivery of previously owned Common Stock; provided that any
such election shall satisfy applicable rules and regulations of the Commission
with respect to executive officers of the Company. No restricted stock may be
granted after January 15, 2002, or an earlier date on which all of the Common
Stock reserved in connection with the 1992 Plan has been awarded as restricted
stock or granted as options.
Restricted Stock Awards Granted Prior to April 20, 1994. Restricted stock
awarded under the Plans prior to April 20, 1994 is subject to one or more
employment, performance or other forfeiture conditions which are set forth in
the agreement providing for such restricted stock award. If employment
terminates for any reason, other than retirement with the consent of the
Company, death or disability, prior to the expiration of the Restricted Period
of an award or the lapsing of any other restrictions, any shares remaining
subject to restrictions shall be forfeited by the employee and transferred to,
and reacquired by, the Company at no cost to the Company. If employment
terminates due to retirement with the Company's consent, death or disability,
the Restricted Period shall be deemed to lapse as of the date of such
retirement, death or disability on that portion of the restricted stock award
which equals the portion of the Restricted Period measured in full or partial
months completed before the date of retirement, death or disability. In the
event of restrictions lapsing on specified percentages of the awards over a
period of time, that portion of the restricted stock award which has not had the
Restricted Period lapse shall be forfeited.
Restricted Stock Awards Granted On or After April 20, 1994. With respect
to restricted stock awarded on or after April 20, 1994 under the 1992 Plan, the
Restricted Period will lapse, if at all, solely on account of the attainment of
one or more preestablished objective performance goals. The Committee shall
establish the performance goals in writing on the date of grant when the
attainment of such goals is substantially uncertain. The agreement providing for
such restricted stock shall specify that the Restricted Period shall lapse only
upon written certification by the Committee that the applicable performance
goals have been satisfied, subject to earlier termination as described herein.
If employment terminates for any reason, other than death or disability, prior
to the lapsing of the Restricted Period, or if the Committee determines that the
applicable performance goals have not been satisfied, any shares remaining
subject to the restrictions shall be forfeited by the employee and transferred
to, and reacquired by, the Company at no cost to the Company. If employment
terminates due to death or disability, the Restricted Period shall be deemed to
lapse as of the date of such death or disability on that portion of the
restricted stock award which equals the portion of the Restricted Period
measured in full or partial months completed before the date of death or
disability. In the event of restrictions lapsing on specified percentages of the
awards over a period of time upon the attainment of applicable performance
goals, that portion of the restricted stock award which has not had the
Restricted Period lapse shall be forfeited.
Stock Dividends or Splits. Appropriate adjustments will be made in the
number of shares covered by each option and as to which restricted stock awards
have been granted, and to the option price if the Company pays stock dividends
(if in excess of 5% of the outstanding Common Stock in the aggregate for any
fiscal year of the Company) or effects stock splits or other reclassifications
of shares resulting in increases of outstanding shares of Common Stock, without
the receipt of consideration therefor by the Company.
Duration and Amendment of Plan. The 1992 Plan terminates on January 15,
2002, but the Board of Directors may terminate the Plan prior to that date. The
1988 Plan and the 1984 Plan have been terminated as to further option grants and
restricted stock awards thereunder. Amendments may be made by the Committee, but
stockholders must approve amendments which (i) increase the maximum number of
shares covered by the 1992 Plan, (ii) change the manner of determining minimum
option prices, (iii) extend the period when options may be exercised or
restricted stock awards may vest, (iv) alter requirements as to the
administration of the 1992 Plan by a committee consisting of members of the
Company's Board of Directors not eligible to receive options or restricted stock
awards or (v) are material under applicable Federal securities laws. In
addition, the provisions of the Plans relating to a change in control may be
amended only by the Board of Directors in accordance with the terms of the Plan.
No termination or amendment may adversely affect the rights of existing
optionees or recipients of restricted stock awards without their consent.
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FEDERAL INCOME TAX CONSEQUENCES
The following discussion is based upon Federal income tax laws and
regulations in effect on the date of this Prospectus, which are subject to
change, and does not purport to be a complete description of the Federal income
tax aspects of the Plans. Optionees or recipients of stock awards may also be
subject to state and local taxes in connection with the grant or exercise of
options granted or stock awarded under the Plans and the sale or other
disposition of shares acquired upon exercise of options or vesting of stock
awards.
THE COMPANY ASSUMES NO RESPONSIBILITY WITH RESPECT TO THE TAX CONSEQUENCES
TO OPTIONEES OF OPTION TRANSACTIONS OR RECIPIENTS OF RESTRICTED STOCK AWARDS,
AND OPTIONEES AND RECIPIENTS ARE ADVISED TO CONSULT THEIR TAX ADVISORS WITH
RESPECT TO TAX MATTERS.
TAX ASPECTS OF OPTIONS
The 1992 Plan provides for the grant of options which are meant to qualify
under the provisions of Section 422 of the Code ("Incentive Options") or which
will not so qualify ("Non-Qualified Options").
Incentive Options. Neither the grant nor, in general, the exercise of an
Incentive Option will result in taxable income to the optionee or in a tax
deduction to the Company. If no disposition of the Common Stock acquired by
exercise is made within two years of grant of the option nor within one year
after exercise of the option, gain or loss on a subsequent disposition of the
shares will be long-term capital gain or loss.
Although neither the grant nor exercise of an Incentive Option results in
taxable income, the exercise of the Incentive Option may result in the
imposition of the alternative minimum tax. An optionee generally must include in
alternative minimum taxable income the amount by which the price he paid for an
Incentive Option is exceeded by the option's fair market value at the time his
rights to the stock are freely transferable or are not subject to a substantial
risk of forfeiture. The same approach must be used to determine the stock's
basis for minimum tax computations. If an optionee exercises and disposes of an
Incentive Option in the same year (i.e., makes a disqualifying disposition) and
the amount of money he realizes from the disposition is less than the value of
the option at the time of exercise, the amount of income on the disposition that
must be included in the alternative minimum taxable income may not exceed the
excess (if any) of the amount realized from the disposition over the optionee's
adjusted basis in the stock.
If the shares are disposed of before the expiration of either of the one
year or two year holding periods described above, the optionee will, in general,
realize ordinary income equal to the difference between the option price and the
fair market value at the time of exercise (or, in the case of certain
arm's-length dispositions to an unrelated third person, the fair market value at
the time of disposition, if less), plus capital gain as to any additional
appreciation. The Company generally would be entitled to an income tax deduction
equal to the amount of any ordinary income realized by the employee, subject to
applicable tax withholding and reporting requirements.
Where an Incentive Option is exercised more than three months after
termination of employment (except following termination by death or death within
three months of termination of employment, or in certain cases of disability),
the tax consequences of exercise will, in general, be the same as described
below for Non-Qualified Options, rather than as described above. To qualify for
Incentive Option treatment, an optionee may not vest in more than $100,000
(based on the option price) of options per year.
Non-Qualified Options. Under current Treasury Regulations, the grant of
Non-Qualified Options will not result in taxable income to the optionee or in a
tax deduction to the Company. On the date of exercise of such an option,
ordinary income will generally be realized by the optionee in the amount of the
difference between the fair market value of the Common Stock on such date and
the option price, and the Company will generally be entitled to a deduction in
the same amount. Such income realized by the optionee will constitute "wages"
subject to income tax withholding requirements. The optionee's tax basis for the
shares acquired pursuant to a Non-Qualified Option will be increased by the
amount of the taxable income attributable to the exercise, and any gain or loss
realized on the disposition of the shares will be capital gain or loss. Whether
such
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<PAGE> 8
capital gain or loss is long-term depends upon whether the shares have been held
for more than one year following the date on which income upon the exercise of
the option is realized.
Stock Appreciation Rights. If the holder of an option exercises an SAR, in
whole or in part, the cash paid to the optionee is generally taxable as wages
subject to income tax withholding requirements, and Common Stock issued to the
optionee will be taxable under Section 83 of the Code. Under Section 83,
payments in Common Stock to optionees are taxable as wages in an amount equal to
the fair market value of the Common Stock and are subject to income tax
withholding. The Company will generally be entitled to a deduction in the same
amount, and at the same time, that an optionee recognizes income in connection
with an SAR exercise.
Allowing payment of the option price by delivery of previously-owned Common
Stock of the Company postpones the recognition of any taxable capital gain on
the unrealized appreciation of the tendered shares. In the case of an Incentive
Option exercised by delivery of previously-owned stock received upon exercise of
an Incentive Option, income will be recognized unless the previously-owned
shares have been held for the one-year and two-year holding periods described
above. If the stock was not acquired upon the exercise of an Incentive Option,
there is no applicable holding period.
TAX ASPECTS OF RESTRICTED STOCK
When the restrictions on ownership lapse and the shares of restricted stock
are vested, if at all, in the case of restricted stock awarded on or after April
20, 1994, the employee recognizes ordinary income in an amount equal to the fair
market value of the Common Stock on the date of vesting. The employee may make
an election under Section 83(b) of the Code to recognize the fair market value
of the Common Stock as taxable income at the time of grant. Dividends paid to an
employee on restricted stock prior to vesting are treated as ordinary income to
the employee in the year received. In general, the Company receives a deduction
for Federal income tax purposes equal to the ordinary income recognized by the
employee at such time as the employee recognizes such income.
SECTION 162(M)
The Company has sought to qualify stock options, stock appreciation rights
and restricted stock granted under the 1992 Plan for an exemption from the
deductibility limitation set forth in the IRS Regulations under Section 162(m)
of the Code. The limitation applies only to certain of the Company's senior
executives. If grants to such executives qualify as performance-based
compensation, taxable income recognized by the executives in connection with
stock options, stock appreciation rights and restricted stock will be fully
deductible by the Company, as discussed above. Since the IRS Regulations are in
preliminary form, there can be no assurance that stock options, stock
appreciation rights or restricted stock awards granted under the 1992 Plan will
qualify as performance-based compensation under the final regulations
promulgated pursuant to Section 162(m).
ERISA
The Plans are not qualified under Section 401(a) of the Code and are not
subject to the Employee Retirement Income Security Act of 1974.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated in this Prospectus and the Registration Statement relating to the
securities under the Plan by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1993.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994
and June 30, 1994.
3. Current Reports on Form 8-K dated March 10, 1994, May 9, 1994, August
15, 1994, and September 7, 1994.
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<PAGE> 9
4. The description of the Company's Common Stock contained in a
Registration Statement filed by Industrial National Corporation (predecessor to
the Company) on Form 8-B dated May 29, 1970, and any amendment or report filed
for the purpose of updating such description.
5. The description of the Preferred Share Purchase Rights contained in the
Company's Registration Statement on Form 8-A dated November 29, 1990, and any
amendment or report filed for the purpose of updating such description.
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
All other documents filed with the Commission by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are incorporated herein by reference and such
documents shall be deemed to be a part hereof from the date of filing of such
documents. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
FURTHER INFORMATION
Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, the following: (a) a copy of (i) any of the
documents incorporated by reference herein and in the Registration Statement
relating to the securities under the Plan which have been registered under the
Securities Act, except the exhibits to such documents, and (ii) any documents
required to be delivered pursuant to Rule 428(b) under the Securities Act, and
(b) additional information about the Plans and its administrators. Requests may
be directed to the Corporate Communications Department, Fleet Financial Group,
Inc., 50 Kennedy Plaza, Providence, RI 02903; telephone number (401) 278-5879.
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than as contained in this
Prospectus in connection with the offer contained herein, and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances create an implication that there
has been no change in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom is it unlawful to make such offer or solicitation.
8
<PAGE> 10
PROSPECTUS
- -------------------------
1,051,765 SHARES
FLEET FINANCIAL GROUP, INC.
COMMON STOCK
$1.00 PAR VALUE
THE OFFERING
This Prospectus relates to 1,051,765 shares of Common Stock, $1.00 par
value, of Fleet Financial Group, Inc. (the "Corporation") purchased or which may
be purchased by executive officers of the Corporation (the "Selling
Stockholders") pursuant to stock options granted and restricted stock awarded
pursuant to stock option and restricted stock plans of the Corporation and its
predecessors. Specific information as to the Selling Stockholders may be found
on pages 3 and 4 of this Prospectus. The Corporation has been informed that said
1,051,765 shares of Common Stock may be offered from time to time publicly by
the Selling Stockholders through one or more transactions on a national
securities exchange, in the over-the-counter market or through one or more
brokers. The shares will be offered at prices prevailing at the time of sale.
The market price for the Common Stock on the New York Stock Exchange on October
18, 1994 was $37.125 per share.
The Selling Stockholders and anyone effecting sales on behalf of the
Selling Stockholders may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended, and commissions or discounts given may
be regarded as underwriting commissions or discounts under said Act.
The Corporation will not receive any of the proceeds from sales by the
Selling Stockholders.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OR THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS OCTOBER 18, 1994
<PAGE> 11
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Proxy statements, reports and other
information concerning the Corporation can be inspected and copied at the
Commission's office at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and the Commission's Regional Offices in New York (Suite
1300, Seven World Trade Center, New York, New York 10048) and Chicago
(Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661), and copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Reports, proxy material and other information
concerning the Corporation also may be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005. This Prospectus does
not contain all information set forth in the Registration Statement and exhibits
thereto which the Corporation has filed with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"), which may be obtained from the
Public Reference Section of the Commission at its principal office at 450 Fifth
Street, N.W. Washington, D.C. 20549, upon payment of the prescribed fees, and to
which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Corporation are
incorporated in this Prospectus by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1993.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994 and June 30, 1994.
3. Current Reports on Form 8-K dated March 10, 1994, May 9, 1994,
August 15, 1994 and September 7, 1994.
4. The description of the Common Stock contained in a Registration
Statement filed by Industrial National Corporation (predecessor to the
Corporation) on Form 8-B dated May 29, 1970, and any amendment or report
filed for the purpose of updating such description.
5. The description of the Preferred Share Purchase Rights contained
in the Corporation's Registration Statement on Form 8-A dated November 29,
1990, and any amendment or report filed for the purpose of updating such
description.
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
All documents filed with the Commission by the Corporation pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering of the Common Stock
offered hereby are incorporated herein by reference and such documents shall be
deemed to be a part hereof from the date of filing of such documents. Any
statement contained in this Prospectus or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE,
UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN (OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS). WRITTEN REQUESTS
SHOULD BE MAILED TO THE CORPORATE COMMUNICATIONS DEPARTMENT, FLEET FINANCIAL
GROUP, INC., 50 KENNEDY PLAZA, PROVIDENCE, RHODE ISLAND 02903. TELEPHONE
REQUESTS MAY BE DIRECTED TO (401) 278-5879.
2
<PAGE> 12
FLEET FINANCIAL GROUP, INC.
The executive office of the Corporation is located at 50 Kennedy Plaza,
Providence, Rhode Island 02903. The Corporation's telephone number is (401)
278-5800.
SELLING STOCKHOLDERS
Set forth below is information as to the Selling Stockholders, the number
of shares of Common Stock of the Corporation beneficially owned, the number
which may be offered as set forth on the cover of this Prospectus (assuming
certain options are exercised and certain stock awards vest) and the number of
shares to be owned after completion of the offering assuming all shares are
sold.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF NUMBER OF NUMBER OF
COMMON STOCK SHARES WHICH SHARES TO BE
BENEFICIALLY MAY BE OWNED AFTER
NAME AND POSITION WITH THE CORPORATION OWNED OFFERED(1) OFFERING(2)
- --------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Terrence Murray.............................. 185,668 345,090 43,078
Chairman, President and
Chief Executive Officer
Robert H. Higgins............................ 68,799 143,429 13,470
Vice Chairman
H. Jay Sarles................................ 91,619 172,057 16,764
Vice Chairman
Michael R. Zucchini.......................... 42,212 109,049 6,663
Vice Chairman
Eugene M. McQuade............................ 4,095 17,800 4,095
Executive Vice President and
Chief Financial Officer
James P. Murphy.............................. 742 37,000 742
Executive Vice President
John B. Robinson, Jr......................... 12,948 71,661 487
Executive Vice President
Peter C. Fitts............................... -- 15,800 --
Senior Vice President
William C. Mutterperl........................ 44,514 84,814 --
Senior Vice President, Secretary and
General Counsel
Anne M. Slattery............................. -- -- --
Senior Vice President
M. Anne Szostak.............................. 9,070 50,565 2,305
Senior Vice President
Brian T. Moynihan............................ 127 4,500 127
Vice President
</TABLE>
- ---------------
(1) Includes shares owned that were purchased pursuant to stock options granted
and restricted stock awarded by the Corporation and shares that may be
purchased or for which restrictions may lapse pursuant to such plans on or
before September 15, 1994.
(2) None of the Selling Stockholders shall own 1% or more of the Corporation's
outstanding shares of Common Stock after completion of the offering.
3
<PAGE> 13
LEGAL MATTERS
The validity of shares of Common Stock offered hereby will be passed upon
for the Corporation by Edwards & Angell, Providence, Rhode Island. V. Duncan
Johnson, a partner of Edwards & Angell, is a director of Fleet National Bank, a
subsidiary of the Corporation, and beneficially owns 4,052 shares of Common
Stock of the Corporation.
EXPERTS
The consolidated financial statements of the Corporation appearing in the
Corporation's 1993 Annual Report to Stockholders and incorporated by reference
in the Corporation's 1993 Annual Report on Form 10-K for the year ended December
31, 1993, incorporated by reference herein (and elsewhere in the Registration
Statement) have been incorporated by reference herein (and elsewhere in the
Registration Statement) in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.
4
<PAGE> 14
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
1. The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993, filed with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
2. The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994 and June 30, 1994, filed with the Commission pursuant
to Section 13(a) of the Exchange Act.
3. The Corporation's Current Reports on Form 8-K dated March 10,
1994, May 9, 1994, August 15, 1994 and September 7, 1994 filed with the
Commission pursuant to Section 13(a) of the Exchange Act.
4. The description of the Corporation's Common Stock contained in a
Registration Statement filed by Industrial National Corporation
(predecessor to the Corporation) on Form 8-B dated May 29, 1970, and any
amendment or report filed for the purpose of updating such description.
5. The description of the Preferred Share Purchase Rights contained
in the Corporation's Registration Statement on Form 8-A dated November 29,
1990, and any amendment or report filed for the purpose of updating such
description.
All other documents filed with the Commission by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in this
Registration Statement or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of shares of Common Stock offered hereby will be passed upon
for the Corporation by Edwards & Angell, Providence, Rhode Island. V. Duncan
Johnson, a partner of Edwards & Angell, is a director of Fleet National Bank, a
subsidiary of the Corporation, and beneficially owns 4,052 shares of Common
Stock of the Corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation's By-laws provide for indemnification to the extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law.
Such section, as adopted by the By-laws, requires the Corporation to indemnify
directors, officers, employees or agents against judgments, fines, reasonable
costs, expenses and counsel fees paid or incurred in connection with any
proceeding to which such proceeding to which such director, officer, employee or
agent or his legal representative may be a party (or for testifying when not a
party) by reason of his being a director, officer, employee or agent, provided
that such director, officer, employee or agent shall have acted in good faith
and shall have reasonably believed (a) if he was acting in his
II-1
<PAGE> 15
official capacity that his conduct was in the Corporation's best interests, (b)
in all other cases that his conduct was at least not opposed to its best
interests, and (c) in the case of any criminal proceeding, he had not reasonable
cause to believe his conduct was unlawful. The Corporation's By-laws provide
that such rights to indemnification are contract rights and that the expenses
incurred by an indemnified person shall be paid in advance of a final
disposition of any proceeding; provided, however, that if required under
applicable law, such person delivers a written affirmation that he has met the
standards of care required under such provisions to be entitled to
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<C> <S>
4(a) -- Fleet Financial Group, Inc. Amended and Restated 1992 Stock Option and Restricted
Stock Plan.
4(b) -- Restated Articles of Incorporation, as amended, and By-laws (Exhibit 1 of the
Company's Form 10-Q Quarterly Report dated June 30, 1992).
5 -- Opinion of Edwards & Angell.
23(a) -- Consent of KPMG Peat Marwick LLP.
23(b) -- Consent of Edwards & Angell (included in exhibit 5).
24 -- See page II-5.
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to deliver, or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, a copy of the Registrant's latest Annual Report to Stockholders that is
incorporated by reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or 14c-3 under the Securities Exchange
Act of 1934; and, where interim financial information required to be presented
by Article 3 of Regulation S-X is not set forth in the Prospectus, to deliver,
or cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Registrant's By-laws, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such
II-2
<PAGE> 16
indemnification is against public policy as expressed in the Act and is,
therefor, unenforceable. In the event that a claim of indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 17
SIGNATURES AND AMENDMENTS
Each person whose signature appears below hereby constitutes and appoints
the Chairman and President, the Vice Chairman and Chief Financial Officer or the
Secretary of the Registrant, or any one of them, acting alone, as his true and
lawful attorney-in-fact, with full power and authority to execute in the name,
place and stead of each such person in any and all capacities and to file, an
amendment or amendments to the Registration Statement (and all exhibits thereto)
and any documents relating thereto, which amendment may make such changes in the
Registration Statement as said officer or officers so acting deem(s) advisable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that if has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Albany, State of New York, on September 21, 1994.
FLEET FINANCIAL GROUP, INC.
/S/ TERRENCE MURRAY
By ................................
TERRENCE MURRAY
CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 21, 1994.
<TABLE>
<S> <C>
/S/ TERRENCE MURRAY Chairman, President and Chief Executive
........................................ Officer
TERRENCE MURRAY
/S/ EUGENE M. MCQUADE Executive Vice President and Chief
........................................ Financial Officer
EUGENE M. MCQUADE
/S/ WILLIAM BARNET, III Director
........................................
WILLIAM BARNET, III
/S/ BRADFORD R. BOSS Director
........................................
BRADFORD R. BOSS
/S/ PAUL J. CHOQUETTE, JR. Director
........................................
PAUL J. CHOQUETTE, JR.
/S/ JAMES F. HARDYMON Director
........................................
JAMES F. HARDYMON
/S/ ROBERT M. KAVNER Director
........................................
ROBERT M. KAVNER
/S/ LAFAYETTE KEENEY Director
........................................
LAFAYETTE KEENEY
/S/ RAYMOND C. KENNEDY Director
........................................
RAYMOND C. KENNEDY
/S/ ARTHUR C. MILOT Director
........................................
ARTHUR C. MILOT
</TABLE>
II-4
<PAGE> 18
<TABLE>
<S> <C>
/S/ RUTH R. MCMULLIN Director
........................................
RUTH R. MCMULLIN
/S/ THOMAS D. O'CONNOR Director
........................................
THOMAS D. O'CONNOR
/S/ MICHAEL B. PICOTTE Director
........................................
MICHAEL B. PICOTTE
/S/ JOHN A. REEVES Director
........................................
JOHN A. REEVES
/S/ JOHN R. RIEDMAN Director
........................................
JOHN R. RIEDMAN
/S/ JOHN S. SCOTT Director
........................................
JOHN S. SCOTT
</TABLE>
II-5
<PAGE> 1
EXHIBIT 4(A)
FLEET FINANCIAL GROUP, INC.
AMENDED AND RESTATED 1992 STOCK OPTION AND RESTRICTED STOCK PLAN
1. Purpose:
This Amended and Restated 1992 Stock Option and Restricted Stock Plan (the
"Plan") constitutes an amendment and restatement of the 1992 Stock Option and
Restricted Stock Plan which was adopted by the Board of Directors of Fleet
Financial Group, Inc. (the "Corporation") on January 15, 1992, and by the
stockholders of the Corporation on April 15, 1992. This Plan is intended as an
employment incentive and to encourage stock ownership by certain key officers
and employees of the Corporation and its subsidiaries in order to increase their
proprietary interests in the Corporation's success.
The Plan provides for the grant of options to acquire the Corporation's
common stock and restricted stock awards as provided herein.
2. Administration:
The Plan shall be administered, construed and interpreted by a committee
appointed by the Board of Directors of the Corporation (hereinafter called the
"Committee"). The Committee shall consist of three or more members of the Board
of Directors who are not officers of the Corporation. No member of the Committee
shall be entitled to participate in the Plan. Each member of the Committee shall
be a "disinterested" director as such term is defined in Rule 16b-3 (now in
effect or as amended) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and each member shall be an "outside" director, as such term is
defined in Rule 1.162-27 (now in effect or as amended) of the Internal Revenue
Code of 1986, as amended (the "Code"). Rule 1.162-27 relates to the disallowance
by publicly-held companies of tax deductions for employee remuneration in excess
of $1 million for certain senior officers, and is hereafter referred to as the
"IRS Regulations". Subject to provisions of the Plan, the Committee shall
determine:
a. The employees to whom options or restricted stock awards shall be
granted;
b. The number of shares to be optioned or the number of restricted
stock awards to be granted to each employee;
c. The price to be paid for the shares upon the exercise of an
option; and
d. The terms and conditions of each stock option agreement or
restricted stock agreement between the Corporation and employee to
whom the Committee has granted an option or a restricted stock
award.
No member of the Board of Directors or the Committee shall be liable for
any action or determination made in good faith, and the members shall be
entitled to indemnification and reimbursement in the manner provided in the
Corporation's Bylaws.
3. Eligibility:
No person shall be eligible to participate in the Plan, to exercise an
option previously granted to him or to take full possession of restricted stock
previously issued to him who beneficially owns five percent or more of the
outstanding common stock of the Corporation. The individuals who shall be
eligible to receive options or restricted stock awards shall be such salaried
officers and employees of the Corporation and its subsidiaries as the Committee
shall from time to time determine. A "subsidiary" of the Corporation shall mean
a corporation, whether domestic or foreign, in which the Corporation shall own,
directly or indirectly, a majority of the capital shares entitled to vote at the
annual meeting thereof.
4. Stock:
The stock subject to the options or restricted stock awards and other
provisions of the Plan shall be either (a) authorized but unissued shares of the
Corporation's common stock or (b) treasury shares. Subject to adjustment in
accordance with the provisions of Paragraph 5(f) and 8(d) hereof, the total
amount of the
<PAGE> 2
common stock of the Corporation as to which options may be granted or restricted
stock awards issued to persons participating under the Plan shall not exceed in
the aggregate 10,500,000 shares. Subject to like adjustment, the total amount of
the common stock of the Corporation as to which options may be granted or
restricted stock awards may be issued to any one person participating under the
Plan shall not exceed in the aggregate that number of shares equal to ten
percent of the total amount of outstanding common stock of the Corporation. The
aggregate fair market value (determined as of the date of grant of the option)
of the stock for which any person participating under the Plan may be granted
options under the Plan (or any other stock option plan of the Corporation) which
are designated as incentive stock options under Section 422 of the Code, shall
not exceed the maximum amount that would be permissible under said Section 422
and the Treasury Regulations thereunder without disqualifying such option as an
incentive stock option under Section 422.
In the event that any outstanding option or restricted stock award under
the Plan for any reason expires, is forfeited or is terminated prior to the end
of the period during which options may be granted or restricted stock awards may
be issued under the Plan, the shares of common stock allocable to the
unexercised portion of such option or the portion of such restricted stock
awards which have terminated or been forfeited may again be subject to an option
or restricted stock award under the Plan, provided that such action is
consistent with the provisions hereof.
5. Terms and Conditions Applicable to all Stock Options Granted Under the Plan:
Stock options granted pursuant to the Plan shall be evidenced by agreements
in such form as the Committee shall, from time to time, approve, which
agreements shall in substance include and comply with and be subject to the
following terms and conditions:
a. Medium and Time of Payment:
The option price shall be payable either (i) in United States dollars
in cash or by check, bank draft or money order payable to the order of the
Corporation, (ii) through the delivery of shares of common stock of the
Corporation already owned by the optionee with a fair market value equal to
the option price or (iii) by a combination of (i) and (ii). The fair market
value of stock so delivered shall be deemed to be the mean of the high and
low prices of publicly-traded shares of common stock of the Corporation on
the date of exercise or as otherwise may be determined by the Corporation
except as may be otherwise required by the Code. Unless otherwise
determined by the Committee, an optionee may engage in a successive
exchange (or series of exchanges) in which common stock such optionee is
entitled to receive upon the exercise of an option may be simultaneously
utilized as payment for the exercise of an additional option or options.
At the request of an optionee, and to the extent permitted by
applicable law, the Committee may approve arrangements with a brokerage
firm under which such firm, on behalf of the optionee, will pay the option
price to the Corporation and the Corporation will promptly deliver to such
firm the shares exercised, so that the firm may sell such shares, or a
portion thereof, for the account of the optionee.
b. Number of Shares:
The option shall state the total number of shares to which it
pertains. No option may be exercised for less than ten shares unless the
issue of a lesser number is enough to exhaust the option. The total number
of shares issuable pursuant to any combination of options which are
concurrently granted to an employee shall not exceed the total number of
shares issuable pursuant to the exercise of any one such option.
c. Option Price:
The option price shall be not less than the fair market value of the
shares of common stock of the Corporation on the date of grant of the
option. The fair market value on the date of grant of the option shall be
determined by the Committee.
2
<PAGE> 3
d. Expiration of Options:
Each option granted under the Plan shall expire not more than ten
years from the date the option is granted.
e. Date of Exercise:
The Committee may, in its discretion, provide that an option may not
be exercised in whole or in part for any period or periods of time
specified by the Committee. Except as may be so provided, any option may be
exercised in whole at any time, or in part from time to time, during its
term.
f. Adjustments on Changes in Stock:
The aggregate number of shares of common stock as to which options may
be granted to persons participating under the Plan, the aggregate number of
shares of common stock as to which options may be granted to any one such
person, the number of shares thereof covered by each outstanding option,
and the price per share thereof in each such option, shall be
proportionately adjusted by the Committee for any increase or decrease in
the number of issued shares of common stock of the Corporation resulting
from subdivisions or consolidation of shares or other capital adjustment,
the payment of a stock dividend or any other increase or decrease in such
shares, effected without receipt of consideration by the Corporation;
provided, however, that no such adjustment shall be made unless and until
the aggregate effect of all such increases and decreases accruing after the
effective date of the Plan shall have increased or decreased the number of
issued shares of common stock of the Corporation by five percent or more;
and provided further, that any fractional shares resulting from any such
adjustment shall be eliminated. Any such determination by the Committee
shall be conclusive.
g. Assignability:
No option shall be assignable or transferable except by will, by the
laws of descent and distribution or pursuant to a qualified domestic
relations order.
h. Rights as a Stockholder:
An optionee shall have no rights as a stockholder with respect to
shares covered by his option until the date of issuance of the shares to
him and only after such shares are fully paid. No adjustment will be made
for dividends or other rights for which the record date is prior to the
date of such issuance.
i. Other Conditions:
The option agreements authorized under the Plan may contain such other
provisions as the Committee shall deem advisable, including, without
limitation, provision for the withholding of cash and/or shares of the
Corporation's common stock (or the delivery to the Corporation thereof by
an optionee) relating to income taxes arising under the Code (or other tax
laws) upon the exercise of an option, provided that any such provision
shall comply with applicable provisions of Rule 16b-3 (now in effect or as
amended) under the Exchange Act.
j. Change in Control:
Notwithstanding the provisions of any option for common stock which
provides for its exercise in installments, such option shall become
immediately exercisable in the event of a change in control or offer to
effect a change in control. For purposes of this Paragraph 5(j), a "change
in control" shall mean either of the following events: (a) the acquisition
of the beneficial ownership (as that term is defined in Rule 13d-3 of the
General Rules and Regulations under the Exchange Act) of 20 percent or more
of the voting securities of the Corporation by purchase, merger,
consolidation or otherwise by any person or by persons acting as a group
within the meaning of Section 13(d) of the Exchange Act; provided, however,
a change of control shall not be deemed to have occurred if the acquisition
of such securities is by one or more employee benefit plans of the
Corporation or (b) in any two year period, individuals who at the beginning
of such period constitute the Board of Directors of the Corporation cease
for any reason, to constitute at least a majority of the Board of Directors
of the Corporation at, or at any time prior to the conclusion of, such two
year period. The term "person" refers to an individual or a corporation,
3
<PAGE> 4
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision as to whether a change in control
or offer to effect a change in control has occurred shall be made by a
majority of the Continuing Directors (as defined in the Restated Articles
of Incorporation as in effect on January 15, 1992) and shall be conclusive
and binding.
Notwithstanding Paragraph 11 of the Plan, this provision shall not be
amended or revoked in any manner without the affirmative vote of 80% of the
Board of Directors and a majority of the Continuing Directors (as defined
above).
6. Additional Terms and Conditions Applicable to Options Granted Prior to April
20, 1994:
a. Purchase of Options:
At the discretion of the Committee, an employee who has been granted
an option may also be granted the right to require the Corporation to
purchase all or a portion of such option for cancellation (a "stock
appreciation right"). To the extent that he exercises this right, the
Corporation shall pay him in cash and/or common stock the excess of the
fair market value of each share of common stock covered by the option (or a
portion thereof purchased) determined on the date the election is made,
over the option price. The election shall be made by delivering written
notice thereof to the Committee. Shares subject to the option so purchased
shall not again be available for purposes of the Plan.
b. Termination of Employment:
In the event that an optionee's employment by the Corporation or a
subsidiary thereof shall terminate, his option shall terminate immediately,
provided, however, that if any termination of employment is due to
retirement with the consent of the Corporation, the optionee shall have the
right, subject to the provisions of Paragraph 5(d) hereof, to exercise his
option, at any time within the next three months (or up to five years, with
the approval of the Committee, in any individual case) after such
retirement, to the extent that he was entitled to exercise the same
immediately prior to his retirement, and provided further that if the
employee shall die while in the employment of the Corporation or within
three months after retirement with the consent of the Corporation, his
estate, personal representative or beneficiary shall have the right,
subject to the provisions of Paragraph 5(d) hereof, to exercise his option,
at any time within 12 months of the date of death, to the extent that he
was entitled to exercise the same immediately prior to his death. Whether
any termination of employment is considered to be a retirement with the
consent of the Corporation, and whether any authorized leave of absence or
absence on military or governmental service or for other reasons shall
constitute a termination of employment for purposes of the Plan, shall be
determined by the Committee in accordance with applicable law, which
determination shall be final and conclusive.
7. Additional Terms and Conditions Applicable to Options Granted On or After
April 20, 1994:
a. Number of Shares:
In any fiscal year of the Corporation, the aggregate number of shares
of common stock of the Corporation as to which options may be granted to
any one person participating under the Plan shall not exceed 5% of the
additional shares of the Corporation's common stock authorized for issuance
under the Plan at the 1994 Annual Meeting of Stockholders.
b. Purchase of Options:
At the discretion of the Committee, an employee who has been granted
an option may also be granted stock appreciation rights. In any fiscal year
of the Corporation, the aggregate number of shares of common stock as to
which stock appreciation rights may be granted to any one person
participating under the Plan shall not exceed 5% of the additional shares
of the Corporation's common stock authorized for issuance under the Plan at
the 1994 Annual Meeting of Stockholders.
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<PAGE> 5
To the extent that an optionee exercises this right, the Corporation
shall pay him in cash and/or common stock the excess of the fair market
value of each share of common stock covered by the option (or a portion
thereof purchased) determined on the date the election is made, over the
option price. The election shall be made by delivering written notice
thereof to the Committee. Shares subject to the option so purchased shall
not again be available for purposes of the Plan.
c. Termination of Employment:
In the event that an optionee's employment by the Corporation or a
subsidiary thereof shall terminate, his option shall terminate immediately,
provided, however, that if any termination of employment is due to
retirement with the consent of the Corporation, death or disability (as
determined pursuant to the applicable provisions of the plans of the
Corporation regarding disability), the optionee or his personal
representative shall have the right, subject to the provisions of Paragraph
5(d) hereof, to exercise his option at any time within the twelve
consecutive months immediately following the date of the ceasing of active
employment (or up to five years, with the approval of the Committee, in any
individual case), to the extent that he was entitled to exercise the same
immediately prior to the date such active employment ceased due to
retirement, death or disability. Whether any termination of employment is
considered to be a retirement with the consent of the Corporation, whether
any authorized leave of absence or absence on military or governmental
service or for other reasons shall constitute a termination of employment
for purposes of the Plan, and whether (and as of which date) active
employment has ceased shall be determined by the Committee in accordance
with applicable law, which determination shall be final and conclusive.
8. Terms and Conditions Applying to all Restricted Stock Awards Granted Under
the Plan:
a. Number of Shares:
The total amount of the common stock of the Corporation as to which
restricted stock awards may be issued to persons participating under the
Plan shall not exceed an amount equal to 1% of the outstanding common stock
of the Corporation.
Each award of restricted stock under the Plan shall be evidenced by a
stock certificate of the Corporation, registered in the name of the
employee, accompanied by an agreement in such form as the Committee shall
prescribe from time to time in accordance with the Plan. The restricted
stock awards shall comply with the following terms and conditions and with
such other terms and conditions not inconsistent with the terms of this
Plan as the Committee, in its discretion, shall establish.
b. Assignability and Restrictions:
Shares of stock issued to an employee in accordance with a restricted
stock award may not be sold, assigned, transferred, pledged, hypothecated
or otherwise disposed of, except by will or the laws of descent and
distribution, for such period as the Committee shall determine, beginning
on the date on which the award is granted (the "Restricted Period"). The
Committee may also impose such other restrictions and conditions on the
shares or the release of the restrictions thereon as it deems appropriate.
In the case of restricted stock awarded on or after April 20, 1994,
however, the Restricted Period shall lapse only if one or more
preestablished objective performance goals are attained. Certificates for
shares of stock issued pursuant to restricted stock awards shall bear an
appropriate legend referring to such restrictions, and any attempt to
dispose of any such shares of stock in contravention of such restrictions
shall be null and void and without effect. The restricted stock shall be
held by the Corporation until the restrictions are satisfied (if at all, in
the case of awards granted on or after April 20, 1994). In determining the
Restricted Period of an award, the Committee may provide that the foregoing
restrictions shall lapse with respect to specified percentages of the
awarded shares on successive anniversaries of the date of such award,
provided that, in the case of awards granted on or after April 20, 1994,
certain preestablished objective performance goals shall be satisfied
prior to the lapsing of any restrictions.
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<PAGE> 6
c. Change in Control:
Upon the occurrence of a change in control or an offer to effect a
change in control of the Corporation, as determined in Paragraph 5(j) of
this Plan, all restrictions then outstanding with respect to shares of
restricted stock shall automatically expire and be of no further force and
effect and all shares shall be delivered to the employee.
d. Adjustment for Changes in Stock:
The aggregate number of shares of common stock as to which restricted
stock awards may be granted to persons participating under the Plan, the
aggregate number of shares of Common Stock as to which restricted stock
awards may be granted to any one such person, and the number of shares
thereof covered by each outstanding restricted stock award shall be
proportionately adjusted by the Committee for any increase or decrease in
the number of issued shares of common stock of the Corporation resulting
from the subdivisions or consolidation of shares or other capital
adjustments, the payment of a stock dividend, or any other increase or
decrease in such shares; provided, however, that no such adjustment shall
be made unless and until the aggregate effect of all such increases and
decreases accruing after the effective date of the Plan shall have
increased or decreased the number of issued shares of common stock of the
Corporation by five percent or more; and provided, further, that any
fractional shares resulting from any such adjustment shall be eliminated.
Any such determination by the Committee shall be conclusive.
e. Effect of Attempted Transfer:
No benefit payable or interest in any restricted stock award shall be
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge and any such attempted action
shall be void and no such interest in restricted stock award shall be in
any manner liable for or subject to debts, contracts, liabilities,
engagements or torts of any employee or his beneficiary. If any employee or
beneficiary shall become bankrupt or shall attempt to anticipate, alienate,
sell, transfer, assign, pledge, encumber or charge any benefit payable
under or interest in any award, then the Committee, in its discretion, may
hold or apply such benefit or interest or any part thereof to or for the
benefit of such employee or his beneficiary, his spouse, children, blood
relatives or other dependents, or any of them, in any such manner and such
proportions as the Committee may consider proper.
f. Employment:
Each person to whom a restricted stock award is granted must agree
that he or she will at the request of the Corporation, remain in the
continuous employment of the Corporation for a period of not less than one
year following the date of award. No restricted stock award shall be paid
or vest (if at all, in the case of awards granted on or after April 20,
1994) unless the employee has remained in the continuous employment of the
Corporation for at least one year from the date of such award.
g. Legality of Grant:
The granting of a restricted stock award under this Plan and the
issuance or transfer of shares of common stock pursuant hereto are subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any regulatory or government agency (including, without
limitation, no-action positions of the Securities and Exchange Commission)
which may, in the opinion of counsel for the Corporation, be necessary or
advisable in connection therewith. Without limiting the generality of the
foregoing, no awards may be granted under this Plan and no shares shall be
issued by the Corporation, nor cash payments made by the Corporation
pursuant to or in connection with any such award unless and until in any
such case all legal requirements applicable to the issuance or payment
have, in the opinion of counsel for the Corporation, been complied with. In
connection with any stock issuance or transfer, the person acquiring the
shares shall, if requested by the Corporation, give assurance satisfactory
to counsel to the Corporation with respect to such matters as the
Corporation may deem desirable to assure compliance with all applicable
legal requirements.
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<PAGE> 7
h. Payment of Taxes:
The Corporation will have the right to deduct from any payment
hereunder any amounts that federal, state, local or foreign tax law
requires to be withheld with respect to such payment but, in the
alternative, the employee may prior to the payment of any restricted stock
award, pay such amounts to the Corporation in cash or shares of common
stock (which shall be valued at the fair market value on the date of
payment). There is no obligation under the Plan that any participant be
advised of the existence of the tax or the amount required to be withheld.
Without limiting the generality of the foregoing, in any case where it is
determined that tax is required to be withheld in connection with the
issuance or transfer of shares of common stock under this Plan, the
Corporation may, pursuant to such rules as the Committee may establish,
reduce the number of shares so issued or transferred by such number of
shares as the Corporation may deem appropriate in its sole discretion to
comply with such withholding. Notwithstanding any other provision of this
Plan, the Committee may impose such conditions on the payment of any
withholding obligations as may be required to satisfy applicable regulatory
requirements, including, without limitation, those under the Exchange Act.
i. Rights as a Stockholder:
The employee shall have the right to receive dividends on shares of
common stock subject to the award during the applicable Restricted Period,
to vote common stock subject to the award and to enjoy all other
stockholder rights, except that the employee shall not be entitled to
delivery of the stock certificate until the applicable Restricted Period
shall have lapsed (if at all, in the case of grants of restricted stock
awarded on or after April 20, 1994).
9. Additional Terms and Conditions Applicable to Restricted Stock Granted Prior
to April 20, 1994:
a. Termination of Employment:
In the event that an employee's employment by the Corporation or any
of its subsidiaries terminates by reason of retirement with the consent of
the Corporation or death, or the employee becomes disabled as determined
pursuant to the applicable provisions of the plans of the Corporation
regarding disability, the Restricted Period shall be deemed to lapse as of
the date of retirement, death or disability on that portion of the
restricted stock award which equals the portion of the Restricted Period
measured in full or partial months completed before the date of retirement,
death or disability. In the event of restrictions lapsing on specified
percentages of the awards over a period of time, that portion of the
restricted stock award which has not had the Restricted Period heretofore
lapse shall be forfeited.
If the employee's continuous employment with the Corporation or any of
its subsidiaries shall terminate for any reason other than retirement,
death or disability prior to the expiration of the Restricted Period of an
award or the lapsing of any other restrictions, any shares remaining
subject to restrictions shall thereupon be forfeited by the employee and
transferred to, and reacquired by, the Corporation at no cost to the
Corporation. In such event, the employee, or in the event of his death, his
personal representative, shall forthwith deliver to the Secretary of the
Corporation such instruments of transfer, if any, as may reasonably be
required by the Secretary of the Corporation. Whether an authorized leave
of absence or absence on military or government service or for other
reasons shall constitute termination of employment for purposes of a
restricted stock award shall be determined by the Committee in accordance
with applicable law, which determination shall be final and conclusive.
b. Termination of Restrictions by Committee:
The Committee shall have the authority (and the instrument evidencing
an award of restricted stock may so provide) to cancel all or any portion
of any outstanding restrictions with respect to any or all of the shares of
restricted stock awarded to an employee hereunder on such terms and
conditions as the Committee may deem appropriate.
c. Other Conditions:
The restricted stock agreements authorized under the Plan may contain
other provisions as the Committee shall deem advisable including, without
limitation, a provision for the withholding of taxes by
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<PAGE> 8
delivery to the Corporation of common stock owned by the awardee or
withholding of shares subject to an award, provided that any such provision
shall comply with any applicable rules and regulations of the Securities
and Exchange Commission.
10. Additional Terms and Conditions Applicable to Restricted Stock Granted On
or After April 20, 1994:
a. Number of Shares:
In any fiscal year of the Corporation, the aggregate number of shares
of common stock of the Corporation as to which restricted stock awards may
be granted to any one person participating under the Plan shall not exceed
100,000.
b. Preestablished Objective Performance Goal(s):
The Restricted Period applicable to restricted stock awarded on or
after April 20, 1994 shall lapse (if at all) only if certain preestablished
objective performance goals are attained. The Committee shall establish one
or more objective performance goals for each award of restricted stock on
the date of grant and the attainment of such goal(s) shall be substantially
uncertain on the date of grant. The Committee shall determine, in its sole
discretion, whether such objective performance goal(s) are attained and
such determination shall be final and conclusive. The objective performance
goal(s) shall be set forth in a written instrument evidencing the award of
restricted stock, in such form as the Committee shall deem advisable. In
the event that the objective performance goal(s) are not met, the
restricted stock shall be forfeited and transferred to, and reacquired by,
the Corporation at no cost to the Corporation. In determining the
Restricted Period of an award, the Committee may provide that specified
percentages of the awarded shares may vest in installments, provided that
the applicable performance goals are satisfied.
c. Termination of Employment:
In the event that an employee's employment by the Corporation or any
of its subsidiaries terminates by reason of death, or the employee becomes
disabled as determined pursuant to the applicable provisions of the plans
of the Corporation regarding disability, the Restricted Period shall be
deemed to lapse as of the date of death or disability on that portion of
the restricted stock award which equals the portion of the Restricted
Period measured in full or partial months completed before the date of
death or disability. In the event of restrictions lapsing on specified
percentages of the awards over a period of time, that portion of the
restricted stock award which has not had the Restricted Period heretofore
lapse shall be forfeited.
If the employee's continuous employment with the Corporation or any of
its subsidiaries shall terminate for any reason other than death or
disability prior to the expiration of the Restricted Period of an award or
the lapsing of any other restrictions, any shares remaining subject to
restrictions shall thereupon be forfeited by the employee and transferred
to, and reacquired by, the Corporation at no cost to the Corporation. In
such event, the employee, or in the event of his death, his personal
representative, shall forthwith deliver to the Secretary of the Corporation
such instruments of transfer, if any, as may reasonably be required by the
Secretary of the Corporation. Whether an authorized leave of absence or
absence on military or government service or for other reasons shall
constitute termination of employment for purposes of a restricted stock
award shall be determined by the Committee in accordance with applicable
law, which determination shall be final and conclusive.
d. Other Conditions:
The restricted stock agreements authorized under the Plan may contain
such other provisions as the Committee shall deem advisable and which are
not inconsistent with the terms of the Plan, provided that any such
provision shall comply with any applicable rules and regulations of the
Securities and Exchange Commission.
8
<PAGE> 9
11. Amendment:
The Committee may alter, amend or suspend the Plan at any time or alter and
amend all agreements granted hereunder, except that without the approval of the
holders of a majority of the outstanding shares of common stock of the
Corporation:
a. The number of shares of common stock which may be reserved for
issue or grant under the Plan may not be increased except as
provided herein;
b. The option price may not be fixed at less than the fair market
value of the common stock of the Corporation on the date the option
is granted, except as provided in Paragraph 5(f) hereof;
c. The period during which options may be exercised or restricted
stock awards may vest may not be extended;
d. The provisions relating to the administration of the Plan by a
Committee consisting of Directors of the Corporation not eligible
to receive options or restricted stock awards may not be changed;
and
e. An amendment that is "material" under Rule 16b-3 of the Exchange
Act shall not become effective.
No amendment of the Plan may, without the consent of any employee to whom
an option shall theretofore have been granted or to whom a restricted stock
award shall theretofore have been issued, adversely affect the right of such
employee under such option or award.
12. Termination:
Options and restricted stock awards may be granted pursuant to the Plan
from time to time within a period of ten years from January 15, 1992. The Board
of Directors may terminate the Plan at any time, and no options shall be granted
nor restricted stock awarded thereafter. Such termination shall not affect the
validity of any stock option agreement or restricted stock award agreement then
outstanding.
13. Effective Date:
The Plan shall become effective upon the adoption thereof by the holders of
the majority of the outstanding shares of the Corporation's Common Stock
entitled to vote thereon at the annual meeting when a quorum is present.
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<PAGE> 1
EXHIBIT 5
October 18, 1994
Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, RI 02903
Re: Fleet Financial Group, Inc. Amended and Restated
1992 Stock Option and Restricted Stock Plan
--------------------------------------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Fleet Financial Group, Inc. (the "Company") with the
Securities and Exchange Commission on October 18, 1994 in connection with the
registration under the Securities Act of 1933, as amended, of 6,500,000
additional shares of the Company's Common Stock, $1.00 par value, including the
associated preferred share purchase rights (the "Common Stock"), to be issued
pursuant to the Company's Amended and Restated 1992 Stock Option and Restricted
Stock Plan (the "Plan").
We have served as counsel for the Company and, as such, have assisted in
the organization thereof under the laws of the State of Rhode Island and are
familiar with all corporate proceedings since its organization. We have examined
the following documents and records:
1. The Restated Articles of Incorporation of the Company, as amended;
2. The By-laws of the Company;
3. The Plan;
<PAGE> 2
Fleet Financial Group, Inc.
October 18, 1994
Page Two
4. All corporate minutes and proceedings of the Company relating to
the Plan and the issuance of the Common Stock being registered
under the Registration Statement; and
5. The specimen certificate of Common Stock.
We have also examined such further documents, records and proceedings as we
have deemed pertinent in connection with the issuance of said Common Stock. In
our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the completeness and authenticity of all documents
submitted to us as originals, and the conformity to the originals of all
documents submitted to us as certified, photostatic or conformed copies, and the
validity of all laws and regulations.
We are qualified to practice law in the State of Rhode Island and we do not
purport to express any opinion herein concerning any law other than the laws of
the State of Rhode Island and the federal law of the United States.
Based upon such examination, it is our opinion that the Common Stock being
registered by the Registration Statement, when issued and paid for as
contemplated by the Plan, assuming due execution of the certificates therefor,
will be legally issued, fully paid and non-assessable.
V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet
National Bank, a subsidiary of the Company, and beneficially owns 4,052 shares
of Common Stock.
We hereby consent to the use of our name in and the use of this opinion in
connection with the Registration Statement and all amendments thereto.
Very truly yours,
EDWARDS & ANGELL
/S/ V. DUNCAN JOHNSON
By:.................................
V. DUNCAN JOHNSON
PARTNER
<PAGE> 1
EXHIBIT 23(A)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Fleet Financial Group, Inc.
We consent to the use of our report incorporated by reference in the Fleet
Financial Group, Inc. Annual Report on Form 10-K for the year ended December 31,
1993 which is incorporated by reference herein and to the reference to our Firm
under the heading "Experts" in the prospectus.
/S/ KPMG PEAT MARWICK LLP
Providence, Rhode Island
October 18, 1994
