FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Fleet Financial Group, Inc.
(Exact name of registrant as specified in its charter)
Rhode Island 05-0341324
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
50 Kennedy Plaza, Providence, RI 02903
(Address of Principal Executive Offices) (Zip Code)
Fleet Financial Group, Inc.
1994 Sterling Acquisition Stock Option Plan
(Full title of the plan)
William C. Mutterperl, Esq.
Senior Vice President and General Counsel
Fleet Financial Group, Inc., 50 Kennedy Plaza,
Providence, RI 02903
(Name and address of agent for service)
(401) 278-5880
(Telephone number, including area code, of agent for service)
with a copy to:
Laura N. Wilkinson, Esq., Edwards & Angell
2700 Hospital Trust Tower, Providence, RI 02903
Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered share* price* fee
Common Stock, 1,096 $36.94 $40,487 $14
$1.00 par shares
value
* Based on the average of the high and low prices of the
Company's Common Stock reported on August 12, 1994.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") by the Registrant 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 and
May 9, 1994.
4. The description of the Common Stock contained in a
Registration Statement filed by Industrial National Corporation
(predecessor to the Registrant) 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 Registrant'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 documents filed with the Commission by the Registrant
pursuant to Sections 13, 14 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") subsequent to the date of this
Prospectus and prior to the termination of the offering of the
Securities 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 Robert W. Lougee, Jr., Director of Corporate Communications,
Fleet Financial Group, Inc., 50 Kennedy Plaza, Providence,
Rhode Island 02903. Telephone requests may be directed to (401)
278-5879.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been
passed upon for the Registrant by Edwards & Angell, One
Hospital Trust Plaza, Providence, Rhode Island 02903. V. Duncan
Johnson, a partner of Edwards & Angell, is a director of Fleet
National Bank, a wholly-owned subsidiary of the Registrant, and
beneficially owns 4,052 shares of Common Stock.
Item 6. Indemnification of Directors and Officers
The Registrant'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 Registrant 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 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 official capacity that his conduct was in the
Registrant's best interests, (b) in all other cases that his
conduct was at least not opposed to its best interest, and (c)
in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful. The Registrant'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 must deliver a
written affirmation that he has met the standards of care
required under such provisions to be entitled to
indemnification and provides an undertaking by or on behalf of
such person to repay all amounts advanced if it is ultimately
determined that such person is not entitled to
indemnification. With respect to possible indemnification of
directors, officers and controlling persons of the Registrant
for liabilities arising under the Securities Act of 1933 (the
"Act") pursuant to such provisions, the Registrant is aware
that the Securities and Exchange Commission has publicly taken
the position that such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption of Registrant Claimed
Not applicable
Item 8. Exhibits.
4 - Fleet Financial Group, Inc. 1994 Sterling
Acquisition Stock Option Plan
5 - Opinion of Edwards & Angell re: legality
23(a) - Consent of KPMG Peat Marwick LLP
23(b) - Consent of Edwards & Angell (included in
Exhibit 5)
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 securities offered
therein, 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 Exchange Act
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.
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 foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for 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.
<PAGE>
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 amendments 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 it has reasonable grounds to
believe that it meets all 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 Providence, and State of Rhode Island, on August 15,
1994.
FLEET FINANCIAL GROUP, INC.
By:/s/Terrence Murray
Terrence Murray
Chairman and President
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 August 15, 1994.
Signatures Title
/s/Terrence Murray Chairman and President
Terrence Murray Chief Executive Officer
and Director
/s/Eugene M. McQuade Executive Vice President
Eugene M. McQuade and Chief Financial Officer
/s/Robert C. Lamb, Jr. Controller
Robert C. Lamb, Jr.
/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
Director
Robert M. Kavner
/s/Lafayette Keeney Director
Lafayette Keeney
/s/Raymond C. Kennedy Director
Raymond C. Kennedy
/s/Ruth R. McMullin Director
Ruth R. McMullin
Director
Arthur C. Milot
/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
<PAGE>
EXHIBIT INDEX
TO
FLEET FORM S-8
Exhibit No. Exhibit Description
4 Fleet Financial Group, Inc.
1994 Stock Option
Plan (Sterling)
5 Opinion of Edwards & Angell re: legality
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Edwards & Angell (included in
Exhibit 5)
Exhibit 4
FLEET FINANCIAL GROUP, INC.
1994 Sterling Acquisition Stock Option Plan
l. PURPOSE
This 1994 Sterling Acquisition Stock Option Plan (the
"Plan"), has been adopted for certain former employees of
Sterling Bancshares Corporation ("Sterling") as required by the
Merger Agreement dated October 11, 1994 (the "Merger
Agreement") between Sterling and Fleet Financial Group, Inc.
(the "Corporation") to govern the terms and conditions of
options (the "Options") held by the Optionees under the
Sterling Amended and Restated Stock Option Plan which were
converted pursuant to the Merger Agreement from options to
acquire shares of the common stock, $.10 par value, of Sterling
("Sterling Common Stock") to options to acquire shares of the
common stock, $1.00 par value, of the Corporation (the "Common
Stock"). The terms "subsidiary" or "Subsidiaries" include any
corporations in which stock possessing so percent or more of
the total combined voting power of all classes of stock is
owned directly or indirectly by the corporation.
2. OPTIONS TO BE GRANTED AND ADMINISTRATION
(a) Options granted under the Plan may be either
"incentive stock options" ("Incentive Options") as defined in
section 422 of the Internal Revenue Code of 1986, as amended
(the "code") or nonqualified stock options ("Nonqualified
Options") under the Plan.
(b) The Plan shall be administered by a committee (the
"Option Committee") appointed by the board of directors of the
Corporation (the "Board of Directors"). None of the members of
the Option Committee shall be an officer or other full-time
employee of the Corporation or of any of its Subsidiaries. It
is the intention of the Corporation that each member of the
Option Committee shall be a "disinterested person" as that term
is defined and interpreted under Rule l6b-3(c)(2) or any
successor rule as promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as
amended (the "1934 Act"). Action by the Option Committee shall
require the affirmative vote of a majority of all its members.
(c) Subject to the terms and conditions of the Plan, the
Option Committee shall have the power:
(i) To determine from time to time the options to be
granted to eligible persons under the Plan, and to prescribe
and amend the terms and provisions (which need not be
identical) of each option granted under the Plan to such
persons;
(ii) To construe and interpret the Plan and options
granted thereunder and to establish, amend, and revoke rules
and regulations for administration of the Plan. In this
connection, the Option Committee may correct any defect or
supply any omission, or reconcile any inconsistency in the
Plan, or in any option agreement, or in any related agreements,
in the manner and to the extent it shall deem necessary or
expedient to make the Plan fully effective. All decisions and
determinations by the Option Committee in the exercise of this
power shall be final and binding upon the Corporation and
Optionees; and
(iii) Generally, to exercise such powers and to
perform such acts as are deemed necessary or expedient to
promote the best interests of the Corporation with respect to
the Plan.
3. STOCK
(a) The stock subject to the options granted under the
Plan shall be shares of the Corporation's authorized but
unissued common stock, par value $1.00 per share (the "Common
Stock"). The total number of shares that may be issued
pursuant to options granted under the Plan shall not exceed an
aggregate of 1,096 shares of Common Stock. Such number shall
be subject to adjustment as provided in Section 8 hereof.
(b) Whenever any outstanding option under the Plan
expires, is cancelled or is otherwise terminated (other than by
exercise), the shares of Common Stock allocable to the
unexercised portion of such option may again be the subject of
options under the Plan.
4. ELIGIBILITY
(a) Incentive Options and Non-Qualified Options were
granted only to former officers or other full-time employees of
Sterling or its Subsidiaries, including officers or other
full-time employees of Sterling or its Subsidiaries who were
also (i) members of the Board of Directors and/or (ii) members
of the board of directors of any Subsidiary.
(b) No person shall be eligible to receive any option
under the Plan, if at the date of grant such person
beneficially owns in excess of ten percent of the outstanding
Common Stock of the Corporation.
(c) With respect to Incentive Options granted after
December 31, 1986, the aggregate fair market value (determined
at the time each respective option is granted) of the stock
with respect to which incentive stock options are exercisable
for the first time by any individual during any calendar year
(under all plans of the Corporation and its parent and
subsidiary corporations as defined in Section 424 of the Code) shall
not exceed $100,000.
(d) The aggregate number of shares of Common Stock subject
to Nonqualified Options and Incentive Options granted to
members of the Board of Directors who are officers or other
full-time employees shall not, at the time of grant, exceed 50%
of the aggregate number of shares of Common Stock that have
been or could be issued under the Plan; provided that the
aggregate number of shares of Common Stock subject to all
Nonqualified Options and Incentive Options granted to any such
member of the Board of Directors shall not, at the time of
grant, exceed 30% of the aggregate number of shares of Common
Stock that have been or could be issued under the Plan.
5. TERMS OF THE OPTION AGREEMENTS
Subject to the terms and conditions of the Plan, each
option agreement shall contain such provisions as the Option
Committee shall from time to time deem appropriate. Option
agreements need not be identical, but each option agreement by
appropriate language shall include the substance of all of the
following provisions:
(a) Expiration. Notwithstanding any other provision of
the Plan or of any option agreement, each option shall expire
on the date specified in the option agreement, which date shall
not be later than the tenth anniversary of the date on which
the option was granted.
(b) Minimum Shares Exercisable. The minimum number of
shares with respect to which an option may be exercised at any
one time shall be 100 shares, or such lesser number as is
subject to exercise under the option at the time.
(c) Exercise.
(i) Each option shall be exercisable in such
installments (which need not be equal) and at such times as
designated by the Option Committee. Except as provided in
Section 5(c) (ii) below, no option shall be exercisable until
at least six (6) months following the date of grant. To the
extent not exercised, installments shall accumulate and be
exercisable, in whole or in part, at any time after becoming
exercisable, but not later than the date the option expires.
(ii) In the event of a Change in Control of the
Corporation (as defined in (f) below), all options outstanding
as of the date of such Change in Control shall become vested
and immediately exercisable, notwithstanding the provisions of
Section 4(c) hereof.
(iii) The exercise of options granted hereunder shall
be subject to the receipt of any prior regulatory approvals
that may be required.
(d) Purchase Price. The purchase price per share of
Common Stock under each option was not less than the fair
market value of Sterling Common Stock on the date the option to
acquire Sterling Common Stock was granted divided by 1.096, the
exchange ratio of Common Stock for Sterling Common Stock under
the Merger Agreement. For the purposes of the Plan, the fair
market value of the Sterling Common Stock shall be determined
in good faith by the Option Committee; provided, however, that
(i) if the Sterling Common Stock was admitted to quotation on
the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") on the date the option was granted,
the fair market value shall not be less than the average of the
highest bid and lowest asked prices of the Common Stock on
NASDAQ reported for such date, or (ii) if the Sterling Common
Stock was admitted to trading on a national securities exchange
or the NASDAQ National Market System on the date the option was
granted, the fair market value shall not be less than the
closing price reported for the Sterling Common Stock on such
exchange or system for such date or, if no sales were reported
for such date, for the last date preceding such date for which
a sale was reported.
(e) Rights of Optionees. No Optionee shall be deemed for
any purpose to be the owner of any shares of Common Stock
subject to any option unless and until (i) the option shall
have been exercised pursuant to the terms thereof, (ii) the
Corporation shall have issued and delivered the shares to the
Optionee, and (iii) the Optionee's name shall have been entered
as a stockholder of record on the books of the Corporation.
Thereupon, the Optionee shall have full voting, dividend and
other ownership rights with respect to such shares of Common
Stock.
(f) Change in Control. For purposes of the Plan, a
"Change in Control" shall be deemed to have occurred in either
of the following events: (i) if there has occurred a change in
control which the Corporation would be required to report in
response to Item l of Form 8-K promulgated under the 1934 Act,
or, if such regulation is no longer in effect, any regulations
promulgated by the Securities and Exchange Commission pursuant
to the 1934 Act which are intended to serve similar purposes or
(ii) when any "person" (as such term is used in Section 13(d)
and 14(d) (2) of the 1934 Act) becomes a "beneficial owner" (as
such term is defined in Rule 13d-3 promulgated under the 1934
Act), directly or indirectly, of securities of the Corporation
representing twenty-five percent (25%) or more of the total
number of votes that may be generally cast for the election of
directors of the Corporation, and in the case of either (i) or
(ii) above, the Corporation's Board of Directors has not
consented to such event by a two-thirds vote of all of the
members of the Board of Directors then in office adopted prior
to such event or within ninety (90) days thereafter, except
that if at the time such a consent vote is adopted after such
change in control, the persons who were directors of the
Corporation immediately prior to the change in control do not
constitute a majority of the Board of Directors of the
Corporation or of any successor institution, such vote shall
not be deemed to constitute consent for purposes of this
Agreement. In addition, a Change in Control shall be deemed to
have occurred if, as the result of, or in connection with, any
tender or exchange offer, merger or other business combination,
sale of assets or contested election, or any combination of the
foregoing transactions, persons who were directors of the
corporation before such transaction shall cease to constitute
at least 50% of the Board of Directors of the Corporation or of
any successor institution.
(g) No options shall be transferable by the Optionee other
than by will or the laws of descent and distribution. Options
may be exercised during the Optionee's lifetime only by the
Optionee, his guardian, or his legal representative.
6. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
(a) Any option granted under the Plan may be exercised by
the Optionee by delivering to the Option Committee on any
business day a written notice specifying the number of shares
of Common Stock the Optionee then desires to purchase (the
"Notice").
(b) Payment for the shares of Common Stock purchased
pursuant to the exercise of an option shall be made by one or
more of the following methods: (i) in cash equal to the option
price for the number of shares specified in the Notice (the
"Total Option Price"); (ii) if authorized by the applicable
option agreement and if permitted under applicable law, in
shares of Common Stock of the Corporation having a fair market
value, determined as provided in Section 5(d), equal to or less
than the Total Option Price, plus cash in an amount equal to
the excess, if any, of the Total Option Price over the fair
market value of such shares of Common Stock; or (iii) by the
Optionee delivering the Notice to the Corporation together with
irrevocable instructions to a broker to promptly deliver the
Total Option Price to the Corporation in cash or by other
method of payment acceptable to the Corporation; provided,
however, that the Optionee and the broker shall comply with
such procedures and enter into such agreements of indemnity or
other agreements as the Corporation shall prescribe as a
condition of payment under this clause (iii).
7. TAX WITHHOLDING
(a) Payment by Optionee. Each Optionee shall, no later
than the date as of which the value of any option granted
hereunder or of any Common Stock issued upon the exercise of
such option first becomes includable in the gross income of the
Optionee for federal income tax purposes (the "Tax Date"), pay
to the Corporation, or make arrangements satisfactory to the
Corporation regarding payment of any federal, state, or local
taxes of any kind required by law to be withheld with respect
to such income.
(b) Payment in Shares. An Optionee may elect to have such
tax withholding obligation satisfied, in whole or in part, by
(i) authorizing the Corporation to withhold from shares of
Common Stock to be issued pursuant to an option exercise a
number of shares with an aggregate fair market value determined
by the Option Committee in accordance with Section 5(d) as of
the date the withholding is effected) that would satisfy the
withholding amount due, or (ii) transferring to the Corporation
shares of Common Stock owned by the Optionee with an aggregate
fair market value (determined by the Option Committee in
accordance with Section 5(d) as of the date the withholding is
effected) that would satisfy the withholding amount due. With
respect to any Optionee who is subject to Section 16(b) of the
1934 Act, the following additional restrictions shall apply:
(A) the election to satisfy tax withholding
obligations in the manner permitted by this Section 7(b)
shall be made either (1) during the period beginning on the
third business day following the date of release of
quarterly or annual summary statements of sales and
earnings of the Corporation and ending on the twelfth
business day following such date, or (2) at least six
months prior to the Tax Date;
(B) such election shall be irrevocable;
(C) such election shall be subject to the consent or
disapproval of the Option Committee; and
(D) such election shall not be made within six months
of the date of grant of the option.
8. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
(a) If the shares of the Corporation's Common Stock as a
whole are increased, decreased, changed into or exchanged for a
different number or kind of shares or securities of the
corporation, whether through merger, consolidation,
reorganization, recapitalization reclassification, stock
dividend, stock split, combination of shares, exchange of
shares, change in corporate structure or the like, an
appropriate and proportionate adjustment shall be made in the
number and kind of shares subject to the Plan, and in the
number, kind, and per share exercise price of shares or other
securities subject to unexercised options or portions thereof
granted prior to any such change. In the event of any such
adjustment in an outstanding option, the Optionee thereafter
shall have the right to purchase the number of shares or
securities under such option at the per share price or per unit
price, as so adjusted, which the Optionee could purchase for
the total purchase price applicable to the option immediately
prior to such adjustment.
(b) Adjustments under this Section 8 shall be determined
by the Option Committee and such determinations shall be
conclusive. The Option Committee shall have the discretion and
power in any such event to determine and to make effective
provision for acceleration of the time or times at which any
option or portion thereof shall become exercisable. No
fractional shares of Common Stock shall be issued under the
Plan on account of any adjustment specified above.
9. EFFECT OF CERTAIN TRANSACTIONS
In the case of (i) the dissolution or liquidation of the
Corporation, (ii) a reorganization, merger or consolidation in
which the Corporation is acquired by another entity or in which
the Corporation is not the surviving corporation, or (iii) the
sale of all or substantially all of the property of the
Corporation to another corporation, the Plan and the options
issued hereunder shall terminate on the effective date of such
transaction, unless provision is made in connection with such
transaction for the assumption of options theretofore granted
under the Plan, or the substitution for such options of new
options of the successor corporation or parent thereof, with
appropriate adjustment as to the number and kind of shares and
the per share exercise prices, as provided in Section 8. In
the event of such termination, all outstanding options shall be
exercisable in full for at least 15 days prior to the date of
such termination, whether or not otherwise exercisable during
such period.
l0. RELEASE OF FINANCIAL INFORMATION
A copy of the Corporation's annual report to stockholders
shall be delivered to each Optionee at the time such report is
distributed to the Corporation's stockholders. Upon request,
the Corporation shall furnish to each Optionee a copy of its
most recent annual report and each quarterly report and current
report filed under the 1934 Act since the end of the
Corporation's prior fiscal year.
11. AMENDMENT OF THE PLAN
The Board of Directors may amend the Plan at any time, and
from time to time, subject to any required regulatory approval
and to the limitation that, except as provided in Sections 8
and 9 hereof, no amendment shall be effective unless approved
by the stockholders of the Corporation in accordance with
applicable law and regulations at an annual or special meeting
held within twelve months before or after the date of adoption
of such amendment, where such amendment will:
(a) increase the number of shares of Common Stock as
to which options may be granted under the Plan;
(b) change in substance Section 4 hereof relating to
eligibility to participate in the Plan;
(c) change the minimum option price;
(d) increase the maximum term of options provided
herein; or
(e) otherwise materially increase the benefits
accruing to participants under the Plan.
Except as provided in Sections 8 and 9 hereof, rights and
obligations under any option granted before any amendment of
the Plan shall not be altered or impaired by such amendment,
except with the consent of the Optionee.
12. NONEXCLUSIVITY OF THE PLAN
The adoption of the Plan by the Board of Directors shall
not be construed as having created any limitations on the power
of the Board of Directors to adopt such other incentive
arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under
the Plan, and such arrangements may be either applicable
generally or only in specific cases. Neither the Plan nor any
option granted hereunder shall be deemed to confer upon any
employee of the Corporation or any Subsidiary any rights to
continued employment with the Corporation or its Subsidiaries.
13. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW
(a) The obligation of the Corporation to sell and deliver
shares of Common Stock with respect to options granted under
the Plan shall be subject to all applicable laws, rules and
regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or appropriate
by the Option Committee.
(b) The Plan shall be governed by Massachusetts law,
except to the extent that such law is preempted by federal law.
(c) Transactions under the Plan are intended to comply
with the provisions of Rule 16b-3 promulgated under the 1934
Act or any successor rule. Any provision of the Plan
inconsistent with such Rule shall be inoperative and shall not
affect the validity of the Plan or the exemption from Section
16(b) of the 1934 Act provided thereunder.
14. TERMINATION OF GRANTING OF OPTIONS UNDER PLAN
No option may be granted under the Plan after May 22, 1996,
which is the tenth anniversary of the date the Sterling Amended
and Restated Stock Option Plan became effective as the Waltham
Savings Bank 1986 Stock Option Plan. The Plan shall terminate
upon the exercise in full of all options granted thereunder.
Exhibit 5
August 17, 1994
Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, RI 02903
Ladies and Gentlemen:
This opinion is furnished in connection with the filing by
Fleet Financial Group, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement")
registering under the Securities Act of 1933, as amended, 1,096
shares of Common Stock, $1.00 par value (the "Common Stock"),
to be issued pursuant to stock options under the Company's 1994
Stock Option Plan (Sterling) (the "Plan").
As counsel for the Company, we participated in the
preparation of the Registration Statement and have examined
such other certificates and documents as we deemed necessary or
appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the
shares of Common Stock being registered by the Registration
Statement, when issued and paid for as contemplated by the
Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the reference to our firm in the
Registration Statement.
Very truly yours,
/s/Edwards & Angell
EDWARDS & ANGELL
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Fleet Financial Group, Inc.:
We consent to incorporation by reference in the registration
statement on Form S-8 of Fleet Financial Group, Inc. of our
report dated January 19, 1994, relating to the consolidated
balance sheets of Fleet Financial Group, Inc. as of December
31, 1993, and 1992, and the related consolidated statements of
income, changes in stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31,
1993, which report is incorporated by reference in the December
31, 1993, annual report on Form 10-K of Fleet Financial Group,
Inc., and to the reference to our Firm under the heading
"Experts" in the prospectus
Providence, RI
August 16, 1994
