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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 7, 1994
FLEET FINANCIAL GROUP,INC.
(Exact name of registrant as specified in its charter)
RHODE ISLAND
(State or other jurisdiction of incorporation)
1-6366 05-0341324
(Commission File Number) (IRS Employer Identification No.)
50 Kennedy Plaza, Providence, Rhode Island 02903
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 401-278-5800
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Materially Important Events.
On August 30, 1994, Registrant agreed to issue and
sell $200,000,000 of its 7 1/4% Notes Due 1999 (the
"Notes") under Registration Statement No. 33-50216.
The Notes were purchased on September 7, 1994 by
underwriters, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, CS First Boston Corporation, Goldman
Sachs & Co. and Salomon Brothers Inc.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
The following exhibits are filed as part of this
report:
(1) Underwriting Agreement dated August 30, 1994
between Registrant and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, CS First Boston
Corporation, Goldman Sachs & Co. and Salomon
Brothers Inc relating to the Notes.
(4) Specimen certificate of the Notes.
(12) Statement of Computation of Ratios (for
consolidated ratios of earnings to fixed charges
contained in the Prospectus dated November 30,
1992 and Prospectus Supplement dated August 30,
1994 relating to the Notes).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed in its behalf by the undersigned hereunto duly
authorized.
FLEET FINANCIAL GROUP, INC.
Registrant
By/s/Douglas L. Jacobs
Douglas L. Jacobs
Vice President-Finance
Date: September 7, 1994
<PAGE>
Exhibit Index
Item 601
Exhibit Table
Reference Exhibit Title Page
(1) Underwriting Agreement dated August 30, 5
1994 between Registrant and Merrill
Lynch, Pierce, Fenner & Smith
Incorporated, CS First Boston
Corporation, Goldman Sachs & Co. and
Salomon Brothers Inc relating to the
Notes.
(4) Specimen certificate of the Notes. 29
(12) Statement of Computation of Ratios (for 34
consolidated ratios of earnings to
fixed charges contained in the
Prospectus dated November 30, 1992 and
Prospectus Supplement dated August 30,
1994 relating to the Notes).
EXHIBIT 1
FLEET FINANCIAL GROUP, INC.
Underwriting Agreement
New York, New York
August 30, 1994
To the Representatives
named in Schedule I
hereto of the Under-
writers named in Schedule II
hereto
Dear Sirs:
Fleet Financial Group, Inc., a Rhode Island
corporation (the "Company"), proposes to sell to the
underwriters named in Schedule II hereto (the "Underwriters"),
for whom you are acting as representatives (the
"Representatives"), the principal amount of its debt securities
identified in Schedule I hereto (the "Debt Securities"), to be
issued under an indenture dated as of October 1, 1992, (the
"Indenture") between the Company and the trustee named in
Schedule I hereto (the "Trustee"). If so indicated on Schedule
I hereto, the Company also proposes to issue warrants (the
"Warrants") to purchase the aggregate principal amount listed
in Schedule I hereto of the debt securities identified in
Schedule I hereto (the "Warrant Securities"). The Warrants, if
any, are to be issued pursuant to the Warrant Agreement listed
in Schedule I hereto (the "Warrant Agreement") between the
Company and the Warrant Agent listed in Schedule I hereto (the
"Warrant Agent"). The Debt Securities and the Warrants, if
any, are hereinafter referred to as the "Purchased
Securities". The Purchased Securities and the Warrant
Securities are referred to herein as the "Securities". If the
firm or firms listed in Schedule II hereto include only the
firm or firms listed in Schedule I hereto, then the terms
"Underwriters" and "Representatives", as used herein, shall
each be deemed to refer to such firm or firms.
1. Representations and Warranties. The Company
represents and warrants to, and agrees with, each Underwriter
as set forth below in this Section 1. Certain terms used in
this Section 1 are defined in paragraph (c) hereof.
(a) If the offering of the Securities is a Delayed
Offering (as specified in Schedule I hereto), paragraph (i)
below is applicable and, if the offering of the Securities
is a Non-Delayed Offering (as so specified), paragraph (ii)
below is applicable.
(i) The Company meets the requirements for the
use of Form S-3 under the Securities Act of 1933 (the
"Act") and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement
(the file number of which is set forth in Schedule I
hereto) on such Form, including a basic prospectus,
for registration under the Act of the offering and
sale of the Securities. The Company may have filed
one or more amendments thereto, and may have used a
Preliminary Final Prospectus, each of which has
previously been furnished to you. Such registration
statement, as so amended, has become effective. The
offering of the Securities is a Delayed Offering and,
accordingly, it is not necessary that any further
information with respect to the Securities and the
offering thereof required by the Act and the rules
thereunder to be included in the Final Prospectus have
been included in an amendment to such registration
statement prior to the Effective Date. The Company
will next file with the Commission pursuant to Rules
415 and 424(b) (2) or (5) a final supplement to the
form of prospectus included in such registration
statement relating to the Securities and the offering
thereof. As filed, such final prospectus supplement
shall include all required information with respect to
the Securities and the offering thereof and, except to
the extent the Representatives shall agree in writing
to a modification, shall be in all substantive
respects in the form furnished to you prior to the
Execution Time or, to the extent not completed at the
Execution Time, shall contain only such specific
additional information and other changes (beyond that
contained in the Basic Prospectus and any Preliminary
Final Prospectus) as the Company has advised you,
prior to the Execution Time, will be included or made
therein.
(ii) The Company meets the requirements for the
use of Form S-3 under the Act and has filed with the
Commission a registration statement (the file number
of which is set forth in Schedule I hereto) on such
Form, including a basic prospectus, for registration
under the Act of the offering and sale of the
Securities. The Company may have filed one or more
amendments thereto, including a Preliminary Final
Prospectus, each of which has previously been
furnished to you. The Company will next file with the
Commission either (x) a final prospectus supplement
relating to the Securities in accordance with Rules
430A and 424(b)(l) or (4), or (y) prior to the
effectiveness of such registration statement, an
amendment to such registration statement, including
the form of final prospectus supplement. In the case
of clause (x), the Company has included in such
registration statement, as amended at the Effective
Date, all information (other than Rule 430A
Information) required by the Act and the rules
thereunder to be included in the Final Prospectus with
respect to the Securities and the offering thereof.
As filed, such final prospectus supplement or such
amendment and form of final prospectus supplement
shall contain all Rule 430A Information, together with
all other such required information, with respect to
the Securities and the offering thereof and, except to
the extent the Representatives shall agree in writing
to a modification, shall be in all substantive
respects in the form furnished to you prior to the
Execution Time or, to the extent not completed at the
Execution Time, shall contain only such specific
additional information and other changes (beyond that
contained in the Basic Prospectus and any Preliminary
Final Prospectus) as the Company has advised you,
prior to the Execution Time, will be included or made
therein.
(b) On the Effective Date, the Registration Statement
did or will, and when the Final Prospectus is first filed
(if required) in accordance with Rule 424(b) and on the
Closing Date, the Final Prospectus (and any supplement
thereto) will, comply in all material respects with the
applicable requirements of the Act and the Securities
Exchange Act of 1934 (the "Exchange Act") and the
respective rules thereunder; on the Effective Date, the
Registration Statement did not or will not contain any
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in
order to make the statements therein not misleading; on the
Effective Date and on the Closing Date the Indenture did or
will comply in all material respects with the requirements
of the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and the rules thereunder; and, on the
Effective Date, the Final Prospectus, if not filed pursuant
to Rule 424(b), did not or will not, and on the date of any
filing pursuant to Rule 424(b) and on the Closing Date, the
Final Prospectus (together with any supplement thereto)
will not, include any untrue statement of a material fact
or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances
under which they were made, not misleading; provided,
however, that the Company makes no representations or
warranties as to (i) that part of the Registration
Statement which shall constitute the Statement of
Eligibility and Qualification (Form T-1) under the Trust
Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or
the Final Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished
in writing to the Company by or on behalf of any
Underwriter through the Representatives specifically for
use in connection with the preparation of the Registration
Statement or the Final Prospectus (or any supplement
thereto).
(c) The terms which follow, when used in this
Agreement, shall have the meanings indicated. The term
"the Effective Date" shall mean each date that the
Registration Statement and any post-effective amendment or
amendments thereto became or become effective. "Execution
Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto. "Basic
Prospectus" shall mean the prospectus referred to in
paragraph (a) above contained in the Registration Statement
at the Effective Date including, in the case of a
Non-Delayed Offering, any Preliminary Final Prospectus.
"Preliminary Final Prospectus" shall mean any preliminary
prospectus supplement to the Basic Prospectus which
describes the Securities and the offering thereof and is
used prior to filing of the Final Prospectus. "Final
Prospectus" shall mean the prospectus supplement relating
to the Securities that is first filed pursuant to Rule
424(b) after the Execution Time, together with the Basic
Prospectus or, if, in the case of a Non-Delayed Offering,
no filing pursuant to Rule 424(b) is required, shall mean
the form of final prospectus relating to the Securities,
including the Basic Prospectus, included in the
Registration Statement at the Effective Date.
"Registration Statement" shall mean the registration
statement referred to in paragraph (a) above, including
incorporated documents, exhibits and financial statements,
as amended at the Execution Time (or, if not effective at
the Execution Time, in the form in which it shall become
effective) and, in the event any post-effective amendment
thereto becomes effective prior to the Closing Date (as
hereinafter defined), shall also mean such registration
statement as so amended. Such term shall include any Rule
430A Information deemed to be included therein at the
Effective Date as provided by Rule 430A. "Rule 415", "Rule
424", "Rule 430A" and "Regulation S-K" refer to such rules
or regulation under the Act. "Rule 430A Information" means
information with respect to the Securities and the offering
thereof permitted to be omitted from the Registration
Statement when it becomes effective pursuant to Rule 430A.
Any reference herein to the Registration Statement, the
Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 which were filed under the Exchange Act
on or before the Effective Date of the Registration
Statement or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as
the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall
be deemed to refer to and include the filing of any
document under the Exchange Act after the Effective Date of
the Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be, deemed to be incorporated
therein by reference. A "Non-Delayed Offering" shall mean
an offering of securities which is intended to commence
promptly after the effective date of a registration
statement, with the result that, pursuant to Rules 415 and
430A, all information (other than Rule 430A Information)
with respect to the securities so offered must be included
in such registration statement at the effective date
thereof. A "Delayed Offering" shall mean an offering of
securities pursuant to Rule 415 which does not commence
promptly after the effective date of a registration
statement, with the result that only information required
pursuant to Rule 415 need be included in such registration
statement at the effective date thereof with respect to the
securities so offered. Whether the offering of the
Securities is a Non-Delayed Offering or a Delayed Offering
shall be set forth in Schedule I hereto.
2. Purchase and Sale. Subject to the terms and
conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the purchase price
set forth in Schedule I hereto the principal amount of the
Securities set forth opposite such Underwriter's name in
Schedule II hereto, except that, if Schedule I hereto provides
for the sale of Securities pursuant to delayed delivery
arrangements, the respective principal amounts of Securities to
be purchased by the Underwriters shall be as set forth in
Schedule II hereto less the respective amounts of Contract
Securities determined as provided below. Securities to be
purchased by the Underwriters are herein sometimes called the
"Underwriters' Securities" and Securities to be purchased
pursuant to Delayed Delivery Contracts as hereinafter provided
are herein called "Contract Securities".
If so provided in Schedule I hereto, the Underwriters
are authorized to solicit offers to purchase Securities from
the Company pursuant to delayed delivery contracts ("Delayed
Delivery Contracts"), substantially in the form of Schedule III
hereto but with such changes therein as the Company may
authorize or approve. The Underwriters will endeavor to make
such arrangements and, as compensation therefor, the Company
will pay to the Representatives, for the account of the
Underwriters, on the Closing Date, the percentage set forth in
Schedule I hereto of the principal amount of the Securities for
which Delayed Delivery Contracts are made. Delayed Delivery
Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension
funds, investment companies and educational and charitable
institutions. The Company will enter into Delayed Delivery
Contracts in all cases where sales of Contract Securities
arranged by the Underwriters have been approved by the Company
but, except as the Company may otherwise agree, each such
Delayed Delivery Contract must be for not less than the minimum
principal amount set forth in Schedule I hereto and the
aggregate principal amount of Contract Securities may not
exceed the maximum aggregate principal amount set forth in
Schedule I hereto. The Underwriters will not have any
responsibility in respect of the validity or performance of
Delayed Delivery Contracts. The principal amount of Securities
to be purchased by each Underwriter as set forth in Schedule II
hereto shall be reduced by an amount which shall bear the same
proportion to the total principal amount of Contract Securities
as the principal amount of Securities set forth opposite the
name of such Underwriter bears to the aggregate principal
amount set forth in Schedule II hereto, except to the extent
that you determine that such reduction shall be otherwise than
in such proportion and so advise the Company in writing;
provided, however, that the total principal amount of
Securities to be purchased by all Underwriters shall be the
aggregate principal amount set forth in Schedule II hereto less
the aggregate principal amount of Contract Securities.
3. Delivery and Payment. Delivery of and payment
for the Underwriters' Securities shall be made on the date and
at the time specified in Schedule I hereto (or such later date
not later than five business days after such specified date as
the Representatives shall designate), which date and time may
be postponed by agreement between the Representatives and the
Company or as provided in Section 8 hereof (such date and time
of delivery and payment for the Underwriters' Securities being
herein called the "Closing Date"). Delivery of the
Underwriters' Securities shall be made to the Representatives
for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representatives
of the purchase price thereof to or upon the order of the
Company by either certified or official bank check or checks
drawn on or by a New York Clearing House bank and payable in
next day funds or in Federal or similar same day funds as set
forth in Schedule I. Delivery of the Underwriters' Securities
shall be made at such location as the Representatives shall
reasonably designate at least one business day in advance of
the Closing Date and payment for the Securities shall be made
at the office specified in Schedule I hereto. Certificates for
the Underwriters' Securities shall be registered in such names
and in such denominations as the Representatives may request
not less than three full business days in advance of the
Closing Date.
The Company agrees to have the Underwriters'
Securities available for inspection, checking and packaging by
the Representatives in New York, New York, not later than 1:00
p.m. on the business day prior to the Closing Date.
4. Agreements. The Company agrees with the several
Underwriters that:
(a) The Company will use its best efforts to cause
the Registration Statement, if not effective at the
Execution Time, and any amendment thereto, to become
effective. Prior to the termination of the offering of the
Securities, the Company will not file any amendment of the
Registration Statement or supplement (including the Final
Prospectus or any Preliminary Final Prospectus) to the
Basic Prospectus unless the Company has furnished you a
copy for your review prior to filing and will not file any
such proposed amendment or supplement to which you
reasonably object. Subject to the foregoing sentence, the
Company will cause the Final Prospectus, properly
completed, and any supplement thereto to be filed with the
Commission pursuant to the applicable paragraph of Rule
424(b) within the time period prescribed and will provide
evidence satisfactory to the Representatives of such timely
filing. The Company will promptly advise the
Representatives (i) when the Registration Statement, if not
effective at the Execution Time, and any amendment thereto,
shall have become effective, (ii) when the Final
Prospectus, and any supplement thereto, shall have been
filed with the Commission pursuant to Rule 424(b), (iii)
when, prior to termination of the offering of the
Securities, any amendment to the Registration Statement
shall have been filed or become effective, (iv) of any
request by the Commission for any amendment of the
Registration Statement or supplement to the Final
Prospectus or for any additional information, (v) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that
purpose and (vi) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such stop order and,
if issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any
event occurs as a result of which the Final Prospectus as
then supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary
to make the statements therein in the light of the
circumstances under which they were made not misleading, or
if it shall be necessary to amend the Registration
Statement or supplement the Final Prospectus to comply with
the Act or the Exchange Act or the respective rules
thereunder, the Company promptly will prepare and file with
the Commission, subject to the second sentence of paragraph
(a) of this Section 4, an amendment or supplement which
will correct such statement or omission or effect such
compliance.
(c) As soon as practicable, the Company will make
generally available to its security holders and to the
Representatives an earnings statement or statements of the
Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under
the Act.
(d) The Company will furnish to the Representatives
and counsel for the Underwriters, without charge, copies of
the Registration Statement (including exhibits thereto)
and, so long as delivery of a prospectus by an Underwriter
or dealer may be required by the Act, as many copies of any
Preliminary Final Prospectus and the Final Prospectus and
any supplement thereto as the Representatives may
reasonably request. The Company will pay the expenses of
printing or other production of all documents relating to
the offering.
(e) The Company will arrange for the qualification of
the Securities for sale under the laws of such
jurisdictions as the Representatives may designate, will
maintain such qualifications in effect so long as required
for the distribution of the Securities and will arrange for
the determination of the legality of the Securities for
purchase by institutional investors.
(f) Until the business day following the Closing
Date, the Company will not, without the consent of the
Representatives, offer, sell or contract to sell, or
announce the offering of, any senior debt securities.
(g) The Company confirms as of the date hereof that
it has complied with all provisions of Section 1 of Laws of
Florida, Chapter 92-198, An Act Relating to Disclosure of
Doing Business with Cuba, and the Company further agrees
that if it commences engaging in business with the
government of Cuba or with any person or affiliate located
in Cuba after the date the Registration Statement becomes
or has become effective with the Securities and Exchange
Commission or with the Florida Department of Banking and
Finance (the "Department"), whichever date is later, or if
the information reported in the Prospectus, if any,
concerning the Company's business with Cuba or with any
person or affiliate located in Cuba changes in any material
way, the Company will provide the Department notice of such
business or change, as appropriate, in a form acceptable to
the Department.
5. Conditions to the Obligations of the
Underwriters. The obligations of the Underwriters to
purchase the Underwriters' Securities shall be subject to
the accuracy of the representations and warranties on the
part of the Company contained herein as of the Execution
Time and the Closing Date, to the accuracy of the
statements of the Company made in any certificates pursuant
to the provisions hereof, to the performance by the Company
of its obligations hereunder and to the following
additional conditions:
(a) If the Registration Statement has not become
effective prior to the Execution Time, unless the
Representatives agree in writing to a later time, the
Registration Statement will become effective not later than
(i) 6:00 p.m. New York City time, on the date of
determination of the public offering price, if such
determination occurred at or prior to 3:00 p.m. New York
City time on such date or (ii) 12:00 Noon on the business
day following the day on which the public offering price
was determined, if such determination occurred after 3:00
p.m. New York City time on such date; if filing of the
Final Prospectus, or any supplement thereto, is required
pursuant to Rule 424(b), the Final Prospectus, and any such
supplement, shall have been filed in the manner and within
the time period required by Rule 424(b); and no stop order
suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose
shall have been instituted or threatened.
(b) The Company shall have furnished to the
Representatives the opinion of Edwards & Angell, counsel
for the Company, dated the Closing Date, to the effect that:
(i) each of the Company and Fleet National Bank
("Fleet Bank-RI") and any other subsidiary or
subsidiaries which the Representatives may reasonably
request (individually a "Subsidiary" and collectively
the "Subsidiaries") has been duly incorporated and is
validly existing as a corporation or national banking
association in good standing under the laws of the
jurisdiction in which it is chartered or organized,
with full corporate power and authority to own its
properties and conduct its business as described in
the Final Prospectus; the Company is duly qualified to
do business as a foreign corporation under the laws of
the State of New York and neither the Company nor
Fleet Bank-RI or any such other Subsidiaries is
required to be qualified to do business as a foreign
corporation under the laws of any other jurisdiction;
and the Company is duly registered as a bank holding
company under the Bank Holding Company Act of 1956, as
amended;
(ii) all the outstanding shares of the capital
stock of Fleet Bank-RI and any such other Subsidiaries
have been duly and validly authorized and issued and
are fully paid and (except as provided in 12 U.S.C.
Section 55) nonassessable, and, except as otherwise set
forth or incorporated by reference in the Final
Prospectus, all outstanding shares of capital stock of
Fleet Bank-RI and such other Subsidiaries are owned by
the Company free and clear of any perfected security
interest and, to the knowledge of such counsel, after
due inquiry, any other security interests, claims,
liens or encumbrances;
(iii) the Purchased Securities conform to the
description thereof contained in the Final Prospectus;
and, if the Securities are to be listed on any stock
exchange, authorization therefor has been given,
subject to official notice of issuance and evidence of
satisfactory distribution, or the Company has filed a
preliminary listing application and all required
supporting documents with respect to the Securities
with such stock exchange and such counsel has no
reason to believe that the Securities will not be
authorized for listing, subject to official notice of
issuance and evidence of satisfactory distribution;
(iv) the Indenture and the Warrant Agreement, if
any, have been duly authorized, executed and
delivered; the Indenture has been duly qualified under
the Trust Indenture Act; and the Indenture and the
Warrant Agreement, if any, constitute legal, valid and
binding instruments enforceable against the Company in
accordance with their respective terms (subject, as to
enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to
time in effect and to the availability of equitable
remedies which are discretionary with the courts); and
the Securities have been duly authorized and, when
executed and authenticated in accordance with the
provisions of the Indenture and delivered pursuant to
the Warrant Agreement, in the case of Warrant
Securities, and delivered to and paid for by the
Underwriters pursuant to this Agreement, in the case
of the Underwriters' Securities, or by the purchasers
thereof pursuant to Delayed Delivery Contracts, in the
case of any Contract Securities, will constitute
legal, valid and binding obligations of the Company
entitled to the benefits of the Indenture;
(v) to the best knowledge of such counsel, there
is no pending or threatened action, suit or proceeding
before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of
its subsidiaries, of a character required to be
disclosed in the Registration Statement which is not
adequately disclosed in the Final Prospectus, and
there is no franchise, contract or other document of a
character required to be described in the Registration
Statement or Final Prospectus, or to be filed as an
exhibit, which is not described or filed as required;
(vi) the Registration Statement has become
effective under the Act; any required filing of the
Basic Prospectus, any Preliminary Final Prospectus and
the Final Prospectus, and any supplements thereto,
pursuant to Rule 424(b) has been made in the manner
and within the time period required by Rule 424(b); to
the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration
Statement has been issued, no proceedings for that
purpose have been instituted or threatened, and the
Registration Statement and the Final Prospectus (other
than the financial statements and other financial and
statistical information contained therein as to which
such counsel need express no opinion) comply as to
form in all material respects with the applicable
requirements of the Act and the Exchange Act and the
respective rules thereunder; and such counsel has no
reason to believe that at the Effective Date the
Registration Statement contained any untrue statement
of a material fact or omitted to state any material
fact required to be stated therein or necessary to
make the statements therein not misleading or that at
the Closing Date the Final Prospectus includes any
untrue statement of a material fact or omits to state
a material fact necessary to make the statements
therein, in the light of the circumstances under which
they were made, not misleading;
(vii) this Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and
delivered by the Company;
(viii) without expressing any opinion with
respect to the Warrant Securities, no consent,
approval, authorization or order of any court or
governmental agency or body is required for the
consummation of the transactions contemplated herein
or in any Delayed Delivery Contracts, except such as
have been obtained under the Act and such as may be
required under the blue sky laws of any jurisdiction
in connection with the purchase and distribution of
the Securities by the Underwriters and such other
approvals (specified in such opinion) as have been
obtained;
(ix) neither the issue and sale of the
Securities, nor the consummation of any other of the
transactions herein contemplated nor the fulfillment
of the terms hereof or of any Delayed Delivery
Contracts will conflict with, result in a breach of,
or constitute a default under the charter or by-laws
of the Company or the terms of any indenture or other
agreement or instrument known to such counsel and to
which the Company or any of its subsidiaries is a
party or bound, or any order or regulation known to
such counsel to be applicable to the Company or any of
its subsidiaries of any court, regulatory body,
administrative agency, governmental body or arbitrator
having jurisdiction over the Company or any of its
subsidiaries; and
(x) no holders of securities of the Company have
rights to the registration of such securities under
the Registration Statement.
In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any
jurisdiction other than the State of Rhode Island or the
United States, to the extent deemed proper and specified in
such opinion, upon the opinion of other counsel of good
standing believed to be reliable and who are satisfactory
to counsel for the Underwriters and (B) as to matters of
fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials.
References to the Final Prospectus in this paragraph (b)
include any supplements thereto at the Closing Date.
(c) The Representatives shall have received from
Cravath, Swaine & Moore, counsel for the Underwriters, such
opinion or opinions, dated the Closing Date, with respect
to the issuance and sale of the Securities, the Indenture,
any Delayed Delivery Contracts, the Registration Statement,
the Final Prospectus (together with any supplement thereto)
and other related matters as the Representatives may
reasonably require, and the Company shall have furnished to
such counsel such documents as they request for the purpose
of enabling them to pass upon such matters.
(d) The Company shall have furnished to the
Representatives a certificate of the Company, signed by the
Chairman of the Board, the President or any Executive Vice
President and the principal financial or accounting officer
or treasurer of the Company, dated the Closing Date, to the
effect that the signers of such certificate have carefully
examined the Registration Statement, the Final Prospectus,
any supplement to the Final Prospectus and this Agreement
and that:
(i) the representations and warranties of the
Company in this Agreement are true and correct in all
material respects on and as of the Closing Date with
the same effect as if made on the Closing Date and the
Company has complied with all the agreements and
satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness
of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or,
to the Company's knowledge, threatened; and
(iii) since the date of the most recent financial
statements included in the Final Prospectus (exclusive
of any supplement thereto), there has been no material
adverse change in the condition (financial or other),
earnings, business or properties of the Company and
its subsidiaries, whether or not arising from
transactions in the ordinary course of business,
except as set forth in or contemplated in the Final
Prospectus (exclusive of any supplement thereto).
(e) At the Execution Time and at the Closing Date, KPMG
Peat Marwick shall have furnished to the Representatives a
letter or letters (which may refer to letters previously
delivered to one or more of the Representatives), dated as
of the Closing Date, in form and substance satisfactory to
the Representatives, confirming that they are independent
accountants within the meaning of the Act and the Exchange
Act and the respective applicable published rules and
regulations thereunder and stating in effect that:
(i) in their opinion the audited consolidated
financial statements and financial statement schedules
included or incorporated in the Registration Statement
and the Final Prospectus and reported on by them
comply in form in all material respects with the
applicable accounting requirements of the Act and the
Exchange Act and the related published rules and
regulations;
(ii) on the basis of a reading of the latest
unaudited consolidated condensed financial statements
made available by the Company and its subsidiaries;
carrying out certain specified procedures (but not an
audit in accordance with generally accepted auditing
standards) which would not necessarily reveal matters
of significance with respect to the comments set forth
in such letter; a reading of the minutes of the
meetings of the stockholders, directors and the
executive and audit committees of the Company; and
inquiries of certain officials of the Company who have
responsibility for financial and accounting matters of
the Company and its subsidiaries as to transactions
and events subsequent to the date of the most recent
audited financial statements in or incorporated in
the Final Prospectus, nothing came to their attention
which caused them to believe that:
(1) the amounts in the unaudited "Summary
Consolidated Financial Data", if any, included in
the Final Prospectus do not agree with the
corresponding amounts in the audited consolidated
condensed financial statements or analyses
prepared by the Company from which such amounts
were derived; or
(2) any unaudited consolidated financial
statements included or incorporated in the
Registration Statement and the Final Prospectus
do not comply in form in all material respects
with applicable accounting requirements and with
the published rules and regulations of the
Commission with respect to financial statements
included or incorporated in quarterly reports on
Form 10-Q under the Exchange Act; and said
unaudited consolidated condensed financial
statements are not in conformity with generally
accepted accounting principles applied on a basis
substantially consistent with that of the audited
consolidated financial statements included or
incorporated in the Registration Statement and
the Final Prospectus;
(3) with respect to the period subsequent to
the date of the most recent consolidated
financial statements (other than any capsule
information), audited or unaudited, in or
incorporated in the Registration Statement and
the Final Prospectus, there were any changes, at
a specified date not more than five business days
prior to the date of the letter, in the long-term
debt of the Company or capital stock of the
Company or decreases in the stockholders' equity
of the Company as compared with the amounts shown
on the most recent consolidated balance sheet
included or incorporated in the Registration
Statement and the Final Prospectus, or for the
period from the date of the most recent
consolidated financial statements included or
incorporated in the Registration Statement and
the Final Prospectus to such specified date there
were any decreases, as compared with the
corresponding period in the preceding year; in
consolidated net interest income, consolidated
net interest income after provision for possible
loan losses, consolidated income before income
taxes or in total or per share amounts of
consolidated net income of the Company, except in
all instances for changes or decreases set forth
in such letter, in which case the letter shall be
accompanied by an explanation by the Company as
to the significance thereof unless said
explanation is not deemed necessary by the
Representatives; or
(4) the amounts included in any unaudited
"capsule" information included or incorporated in
the Registration Statement and the Final
Prospectus do not agree with the amounts set
forth in the unaudited financial statements for
the same periods or were not determined on a
basis substantially consistent with that of the
corresponding amounts in the audited financial
statements included or incorporated in the
Registration Statement and the Final Prospectus;
and
(iii) they have performed certain other specified
procedures as a result of which they determined that
certain information of an accounting, financial or
statistical nature (which is limited to accounting,
financial or statistical information derived from the
general accounting records of the Company and its
subsidiaries) set forth in the Registration Statement
and the Final Prospectus and in Exhibit 12 to the
Registration Statement, including the information set
forth under the captions "Fleet Financial Group,
Inc.", "Recent Developments" and "Consolidated Ratios
of Earnings to Fixed Charges" in the Final Prospectus,
the information included or incorporated in Items 1, 6
and 7 of the Company's Annual Report on Form 10-K
incorporated in the Registration Statement and the
Prospectus, and the information included in the
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" included or
incorporated in the Company's Quarterly Reports on
Form 10-Q, incorporated in the Registration Statement
and the Final Prospectus, agrees with the accounting
records of the Company and its subsidiaries, excluding
any questions of legal interpretation.
References to the Final Prospectus in this
paragraph (e) include any supplement thereto at the date of
the letter.
(f) Subsequent to the Execution Time or, if earlier,
the dates as of which information is given in the
Registration Statement (exclusive of any amendment thereof)
and the Final Prospectus (exclusive of any supplement
thereto), there shall not have been (i) any change or
decrease specified in the letter or letters referred to in
paragraph (e) of this Section 5 or (ii) any change, or any
development involving a prospective change, in or affecting
the business or properties of the Company and its
subsidiaries the effect of which, in any case referred to
in clause (i) or (ii) above, is, in the judgment of the
Representatives, so material and adverse as to make it
impractical or inadvisable to proceed with the offering or
the delivery of the Securities as contemplated by the
Registration Statement (exclusive of any amendment thereof)
and the Final Prospectus (exclusive of any supplement
thereto).
(g) Subsequent to the Execution Time, there shall not
have been any decrease in the ratings of any of the
Company's debt securities by any "nationally recognized
statistical rating organization" (as defined for purposes
of Rule 436(g) under the Act) or any notice given of any
intended or potential decrease in any such rating.
(h) Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information,
certificates and documents (including an opinion of counsel
for the Company with respect to the foreign qualification
of specified subsidiaries) as the Representatives may
reasonably request.
(i) The Company shall have accepted Delayed Delivery
Contracts in any case where sales of Contract Securities
arranged by the Underwriters have been approved by the
Company.
If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and
as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement
shall not be in all material respects reasonably satisfactory
in form and substance to the Representatives and counsel for
the Underwriters, this Agreement and all obligations of the
Underwriters hereunder may be canceled at, or at any time prior
to, the Closing Date by the Representatives. Notice of such
cancelation shall be given to the Company in writing or by
telephone or telegraph confirmed in writing.
6. Reimbursement of Underwriters' Expenses. If the
sale of the Securities provided for herein is not consummated
because any condition to the obligations of the Underwriters
set forth in Section 5 hereof is not satisfied or because of
any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision
hereof other than by reason of a default by any of the
Underwriters, the Company will reimburse the Underwriters
severally upon demand for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have
been incurred by them in connection with the proposed purchase
and sale of the Securities.
7. Indemnification and Contribution. (a) The
Company agrees to indemnify and hold harmless each Underwriter
and each person who controls any Underwriter within the meaning
of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the
registration statement for the registration of the Securities
as originally filed or in any amendment thereof, or in the
Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided,
however, that (i) the Company will not be liable in any such
case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with
written information furnished to the Company by or on behalf of
any Underwriter through the Representatives specifically for
use in connection with the preparation thereof, and (ii) such
indemnity with respect to the Basic Prospectus or any
Preliminary Final Prospectus shall not inure to the benefit of
any Underwriter (or any person controlling such Underwriter)
from whom the person asserting any such loss, claim, damage or
liability purchased the Securities which are the subject
thereof if such person did not receive a copy of the Final
Prospectus (or the Final Prospectus as supplemented) excluding
documents incorporated therein by reference at or prior to the
confirmation of the sale of such Securities to such person in
any case where such delivery is required by the Act and the
untrue statement or omission of a material fact contained in
the Basic Prospectus or any Preliminary Final Prospectus was
corrected in the Final Prospectus (or the Final Prospectus as
supplemented). This indemnity agreement will be in addition to
any liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify
and hold harmless the Company, each of its directors, each of
its officers who signs the Registration Statement, and each
person who controls the Company within the meaning of either
the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but
only with reference to written information relating to such
Underwriter furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for use in
the preparation of the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The
Company acknowledges that the statements set forth in the last
paragraph of the cover page, under the heading "Underwriting"
or "Plan of Distribution" and, if Schedule I hereto provides
for sales of Securities pursuant to delayed delivery
arrangements, in the last sentence under the heading "Delayed
Delivery Arrangements" in any Preliminary Final Prospectus or
the Final Prospectus constitute the only information furnished
in writing by or on behalf of the several Underwriters for
inclusion in the documents referred to in the foregoing
indemnity, and you, as the Representatives, confirm that such
statements are correct.
(c) Promptly after receipt by an indemnified party
under this Section 7 of notice of the commencement of any
action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which
it may have to any indemnified party otherwise than under this
Section 7. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be
entitled to appoint counsel satisfactory to such indemnified
party to represent the indemnified party in such action;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate
counsel to defend such action on behalf of such indemnified
party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to appoint
counsel to defend such action and approval by the indemnified
party of such counsel, the indemnifying party will not be
liable to such indemnified party under this Section 7 for any
legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless
(i) the indemnified party shall have employed separate counsel
in accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate
counsel (plus any local counsel), approved by the
Representatives in the case of paragraph (a) of this Section 7,
representing the indemnified parties under such paragraph (a)
who are parties to such action), (ii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified
party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for
the indemnified party at the expense of the indemnifying party;
and except that, if clause (i) or (iii) is applicable, such
liability shall be only in respect of the counsel referred to
in such clause (i) or (iii).
(d) In order to provide for just and equitable
contribution in circumstances in which the indemnification
provided for in paragraph (a) of this Section 7 is due in
accordance with its terms but is for any reason held by a court
to be unavailable from the Company on grounds of policy or
otherwise, the Company and the Underwriters shall contribute to
the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in
connection with investigating or defending same) to which the
Company and one or more of the Underwriters may be subject in
such proportion so that the Underwriters are responsible for
that portion represented by the percentage that the
underwriting discount bears to the sum of such discount and the
purchase price of the Securities specified in Schedule I hereto
and the Company is responsible for the balance; provided,
however, that (y) in no case shall any Underwriter (except as
may be provided in any agreement among underwriters relating to
the offering of the Securities) be responsible for any amount
in excess of the underwriting discount applicable to the
Securities purchased by such Underwriter hereunder and (z) no
person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7,
each person who controls an Underwriter within the meaning of
the Act shall have the same rights to contribution as such
Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to clauses
(y) and (z) of this paragraph (d). Any party entitled to
contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such
party in respect of which a claim for contribution may be made
against another party or parties under this paragraph (d),
notify such party or parties from whom contribution may be
sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution
may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).
8. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Securities set forth
opposite their names in Schedule II hereto bears to the
aggregate amount of Securities set forth opposite the names of
all the remaining Underwriters) the Securities which the
defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the
aggregate amount of Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase shall exceed 10%
of the aggregate amount of Securities set forth in Schedule II
hereto, the remaining Underwriters shall have the right to
purchase all, but shall not be under any obligation to purchase
any, of the Securities, and if such nondefaulting Underwriters
do not purchase all the Securities, this Agreement will
terminate without liability to any nondefaulting Underwriter or
the Company. In the event of a default by any Underwriter as
set forth in this Section 8, the Closing Date shall be
postponed for such period, not exceeding seven days, as the
Representatives shall determine in order that the required
changes in the Registration Statement and the Final Prospectus
or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any
defaulting Underwriter of its liability, if any, to the Company
and any nondefaulting Underwriter for damages occasioned by its
default hereunder.
9. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives,
by notice given to the Company prior to delivery of and payment
for the Securities, if prior to such time (i) trading in the
Company's Common Stock shall have been suspended by the
Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have been
established on such Exchange, (ii) a banking moratorium shall
have been declared either by Federal or New York, Rhode Island,
Connecticut, Maine, New Hampshire or Massachusetts state
authorities or (iii) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of
a national emergency or war or other calamity or crisis the
effect of which on the financial markets is such as to make it,
in the judgment of the Representatives, impracticable or
inadvisable to market the Securities.
10. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the
Underwriters set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the
Company or any of the officers, directors or controlling
persons referred to in Section 7 hereof, and will survive
delivery of and payment for the Securities. The provisions of
Sections 6 and 7 hereof shall survive the termination or
cancelation of this Agreement.
11. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telegraphed and
confirmed to them, at the address specified in Schedule I
hereto; or, if sent to the Company, will be mailed, delivered
or telegraphed and confirmed to it at 50 Kennedy Plaza,
Providence, Rhode Island 02903, attention of the Senior Vice
President and General Counsel.
12. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 7 hereof, and no
other person will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed
by and construed in accordance with the laws of the State of
New York.
If the foregoing is in accordance with your under
standing of our agreement, please sign and return to us the
enclosed duplicate hereof, whereupon this letter and your
acceptance shall represent a binding agreement among the
Company and the several Underwriters.
Very truly yours,
FLEET FINANCIAL GROUP, INC.
By:/s/Douglas L. Jacobs
Vice President - Finance
CONFIRMED AND ACCEPTED,
as of the date first above written:
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By /s/Diederik van Nispen
Authorized Signatory
For itself and as Representative of the other
Underwriters named in Schedule II hereto.
<PAGE>
SCHEDULE I
Underwriting Agreement dated August 30, 1994
Registration Statement Nos. 33-45137 and 33-50216
Representatives: Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, N.Y. 10281-1200
CS First Boston Corporation
55 East 52nd Street
Park Avenue Plaza
New York, N.Y. 10055
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004
Salomon Brothers Inc
Seven World Trade Center
New York, N.Y. 10048
Title, Purchase Price and Description of Securities:
Title: 7 1/4% Notes Due 1999
Trustee: The First National Bank of Chicago
Principal amount: $200,000,000
Purchase price: 99.350% of principal amount plus
accrued interest, if any, from
September 7, 1994 to the date of
delivery
Type of Funds: Wire transfer of Federal (same day)
funds
Sinking fund provisions: None
Redemption provisions: Not redeemable prior to maturity
Other provisions: None
Closing Date, Time and
Location: September 7, 1994 10:00 a.m., New
York City time
Cravath, Swaine & Moore
825 Eighth Avenue
New York, N.Y. 10019
Type of Offering: Delayed Offering
Modification of items to be covered by the letter from
KPMG Peat Marwick delivered pursuant to Section 5(e) at the
Execution Time: None
<PAGE>
SCHEDULE II
Principal Amount
of Securities to
Underwriters be Purchased
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ............ $ 50,000,000
CS First Boston Corporation ......... 50,000,000
Goldman, Sachs & Co. ................ 50,000,000
Salomon Brothers Inc ................ 50,000,000
Total .......................... $200,000,000
EXHIBIT 4
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as
is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
THE NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF FLEET
FINANCIAL GROUP, INC. AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY.
REGISTERED REGISTERED
NUMBER R - SPECIMEN SPECIMEN
FLEET FINANCIAL GROUP, INC.
7 1/4% NOTES DUE 1999
CUSIP: 338902AU3
FLEET FINANCIAL GROUP, INC., a Rhode Island corporation
(hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to ,
or registered assigns, the principal sum of
($ ) on
September 1, 1999, and to pay interest thereon from
September 7, 1994, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for,
semi-annually on March 1 and September 1 in each year,
commencing March 1, 1995, at the rate of 7 1/4% per annum,
until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Note
(or one or more Predecessor Notes) is registered at the close
of business on the Regular Record Date for such interest, which
shall be the February 15 or August 15 (whether or not a
Business Day), as the case may be, next preceding such Interest
Payment Date; provided, however, that in case of a Note
originally issued between a Regular Record Date and the
Interest Payment Date or on an Interest Payment Date relating
to such Regular Record Date, interest for the period beginning
on the date of issue and ending on such Interest Payment Date
shall be paid on the next succeeding Interest Payment Date to
the Person in whose name this Note (or one or more Predecessor
Notes) is registered at the close of business on the Regular
Record Date with respect to such succeeding Interest Payment
Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder
on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor
Notes) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders
of Notes of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Notes of this series may be listed, and
upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. Interest will be
computed on the basis of a 360-day year consisting of twelve
30-day months.
Payment of the principal of (and premium, if any) and any
such interest on this Note will be made at the offices or
agencies of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, or in The City of
Providence, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check
drawn upon any Paying Agent and mailed on or prior to an
Interest Payment Date to the address of the Person entitled
thereto as such address shall appear in the Security Register.
This Note is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to
be issued under an Indenture dated as of October 1, 1992 (the
"Indenture"), between the Company and The First National Bank
of Chicago (herein called the "Trustee", which term includes
any successor Trustee under the Indenture), to which Indenture
and all Indentures supplemental thereto reference is hereby
made for a statement of the respective rights of the Company,
the Trustee and the Holders of the Securities, and the terms
upon which the Securities are, and are to be, authenticated and
delivered. This Note is one of a series of Notes of the
Company designated as its 7 1/4% Notes Due 1999 (herein called
the "Notes"), limited in aggregate principal amount to
$200,000,000.
Upon any distribution of assets of the Company upon
dissolution, winding up, liquidation or reorganization, the
payment of the principal of, premium, if any, and interest on,
the Notes is to be subordinated in right of payment to the
extent provided in the Indenture to the prior payment in full
of all Senior Indebtedness and Other Financial Obligations of
the Company (each as defined in the Indenture). Each Holder of
the Notes, by the acceptance thereof, agrees to and shall be
bound by such provisions of the Indenture.
The Notes may not be redeemed prior to their maturity on
September 1, 1999.
As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be
registered in the Security Register of the Company upon
surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the
principal of (and premium, if any) and interest on this Note
are payable, duly endorsed by, or accompanied by, a written
instrument of transfer in form satisfactory to the Company,
duly executed by the registered Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new
Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee
or transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 and integral multiples of
$1,000. As provided in the Indenture, and subject to certain
limitations set forth therein, this Note is exchangeable for a
like aggregate principal amount of Notes of different
authorized denominations, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer of
this Note, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for the purpose of
receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
If an Event of Default with respect to the Notes shall
occur and be continuing, the principal hereof may be declared
due and payable in the manner and with the effect provided in
the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the trustee under
each series to be affected with the consent of the Holders of
66 2/3% in principal amount of the Outstanding Securities of
each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in
aggregate principal amount of the Outstanding Securities of any
series, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon
such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of
such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest, if
any, on this Note at the times, place and rate, and in the coin
and currency, herein prescribed.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
Unless the certificate of authentication hereon has been
executed by the Trustee, directly or through an authenticating
agent, by the manual signature of an authorized officer, this
Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: September 7, 1994
FLEET FINANCIAL GROUP, INC.
By
Chairman
By
Secretary
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series provided for
under the within-mentioned Indenture.
Dated: September 7, 1994 THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By
Authorized Officer
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns
and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
Name and address of assignee, including zip code, must be
printed or typewritten)
the within Note, and all rights thereunder, hereby irrevocably
constituting and appointing
Attorney to transfer said Note on the books of the within
Company, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment
must correspond with the name as
it appears upon the face of the
within or attached Note in every
particular, without alteration or
enlargement or any change whatever.
<TABLE>
EXHIBIT 12
FLEET FINANCIAL GROUP, INC.
COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
EXCLUDING INTEREST ON DEPOSITS
(millions)
<CAPTION>
Six Months
Ended June 30, Year Ended December 31
1994 1993 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Net income (loss) $285 $225 $488 $280 $98 ($74) $371
Adjustments:
(a) Applicable income taxes (benefits) 191 153 327 228 55 (90) 168
(b) Fixed charges:
(1) Interest on borrowed funds 248 202 417 386 450 783 560
(2) 1/3 of rent 17 17 34 30 23 19 20
(c) Adjusted earnings $741 $597 $1,266 $924 $626 $638 $1,119
Fixed charges [b(1)+b(2)] $265 $219 $451 $416 $473 $802 $580
Adjusted earnings/fixed charges 2.80x 2.73x 2.81x 2.22x 1.32x 0.80x* 1.93x
</TABLE>
<TABLE>
INCLUDING INTEREST ON DEPOSITS
<CAPTION>
Six Months
Ended June 30, Year Ended December 31
1994 1993 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Net income (loss) $285 $225 $488 $280 $98 ($74) $371
Adjustments:
(a) Applicable income taxes (benefits) 191 153 327 228 55 (90) 168
(b) Fixed charges
(1) Interest on borrowed funds 248 202 417 386 450 783 560
(2) 1/3 of rent 17 17 34 30 23 19 20
(3) Interest on deposits 327 399 744 1,076 1,480 1,343 1,256
(c) Adjusted earnings $1,068 $996 $2,010 $2,000 $2,106 $1,981 $2,375
Fixed charges [b(1)+b(2)+b(3)] $592 $618 $1,195 $1,492 $1,953 $2,145 $1,836
Adjusted earnings/fixed charges 1.80x 1.61x 1.68x 1.34x 1.08x 0.92x* 1.29x
<FN>
* Note that earnings are inadequate to cover fixed charges, the deficiency being $163 million for
both the ratio excluding and including interest on deposits
</TABLE>
