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)
May 11, 1995
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 April 24, 1995, Registrant agreed to issue and sell
$250,000,000 of its 7 1/8% Senior Notes Due May 1,
2000 (the "Notes") under Registration Statement No.
33-55555. The Notes were purchased on May 1, 1995 by
underwriters, CS First Boston Corporation, Goldman
Sachs & Co., Lehman Brothers Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
The following exhibits are filed as part of this report:
(1) Underwriting Agreement dated April 24, 1995 between
Registrant, CS First Boston Corporation, Goldman
Sachs & Co., Lehman Brothers Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated
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
28, 1994 and Prospectus Supplement
dated April 24, 1995 relating to the Notes)
(incorporated by reference to Exhibit 12 of the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994, as amended by a
Form 10-K/A dated April 28, 1995).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed in its behalf by the undersigned hereunto duly
authorized.
FLEET FINANCIAL GROUP, INC.
Registrant
By:/s/William C. Mutterperl
William C. Mutterperl
Senior Vice President,
General Counsel and Secretary
Date: May 11, 1995
<PAGE>
Exhibit Index
Item 601
Exhibit Table
Reference Exhibit Title
(1) Underwriting Agreement dated April 24, 1995 between
Registrant, CS First Boston Corporation, Goldman
Sachs & Co., Lehman Brothers Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated
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
28, 1994 and Prospectus Supplement
dated April 24, 1995 relating to the Notes)
(incorporated by reference to Exhibit 12 of the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994, as amended by a
Form 10-K/A dated April 28, 1995).
FLEET FINANCIAL GROUP, INC.
Underwriting Agreement
New York, New York
April 24, 1995
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)(1) 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 proper
ties and conduct its business as described in the
Final Prospectus; the Company is duly qualified
to do business as a foreign corporation under the
laws of the State of New York and neither the
Company nor Fleet Bank-RI or any such other
Subsidiaries is required to be qualified to do
business as a foreign corporation under the laws
of any other jurisdiction; and the Company is
duly registered as a bank holding company under
the Bank Holding Company Act of 1956, as amended;
(ii) all the outstanding shares of the
capital stock of Fleet Bank-RI and any such other
Subsidiaries have been duly and validly
authorized and issued and are fully paid and
(except as provided in 12 U.S.C. Section 55)
nonassessable, and, except as otherwise set forth
or incorporated by reference in the Final
Prospectus, all outstanding shares of capital
stock of Fleet Bank-RI and such other
Subsidiaries are owned by the Company free and
clear of any perfected security interest and, to
the knowledge of such counsel, after due inquiry,
any other security interests, claims, liens or
encumbrances;
(iii) the Purchased Securities conform to the
description thereof contained in the Final
Prospectus; and, if the Securities are to be
listed on any stock exchange, authorization
therefor has been given, subject to official
notice of issuance and evidence of satisfactory
distribution, or the Company has filed a
preliminary listing application and all required
supporting documents with respect to the
Securities with such stock exchange and such
counsel has no reason to believe that the
Securities will not be authorized for listing,
subject to official notice of issuance and
evidence of satisfactory distribution;
(iv) the Indenture and the Warrant Agreement,
if any, have been duly authorized, executed and
delivered; the Indenture has been duly qualified
under the Trust Indenture Act; and the Indenture
and the Warrant Agreement, if any, constitute
legal, valid and binding instruments enforceable
against the Company in accordance with their
respective terms (subject, as to enforcement of
remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other
laws 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
char 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 effective
ness of the Registration Statement has been
issued and no proceedings for that purpose have
been instituted or, to the Company's knowledge,
threatened; and
(iii) since the date of the most recent
financial statements included in the Final
Prospectus (exclusive of any supplement thereto),
there has been no material adverse change in the
condition (financial or other), earnings,
business or properties of the Company and its
subsidiaries, whether or not arising from
transactions in the ordinary course of business,
except as set forth in or contemplated in the
Final Prospectus (exclusive of any supplement
thereto).
(e) At the Execution Time and at the Closing Date,
KPMG Peat Marwick shall have furnished to the
Representatives a letter or letters (which may refer
to letters previously delivered to one or more of the
Representatives), dated as of the Closing Date, in
form and substance satisfactory to the
Representatives, confirming that they are independent
accountants within the meaning of the Act and the
Exchange Act and the 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
cancellation shall be given to the Company in writing or by
telephone or telegraph confirmed in writing.
<PAGE>
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
cancellation of this Agreement.
11. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telegraphed and
confirmed to them, at the address specified in Schedule I
hereto; or, if sent to the Company, will be mailed, delivered
or telegraphed and confirmed to it at 50 Kennedy Plaza,
Providence, Rhode Island 02903, attention of the Senior Vice
President and General Counsel.
12. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling
persons referred to in Section 7 hereof, and no other person
will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement among the Company and the
several Underwriters.
Very truly yours,
FLEET FINANCIAL GROUP, INC.
By:
Title: Vice President -
Finance
CONFIRMED AND ACCEPTED,
as of the date first above written:
BY: CS FIRST BOSTON CORPORATION
For themselves and as Representative of the other Underwriters
named in Schedule II hereto.
<PAGE>
SCHEDULE I
Underwriting Agreement dated April 24, 1995
Registration Statement Nos. 33-55555
Representatives: CS First Boston Corporation
55 East 52nd Street
Park Avenue Plaza
New York, NY 10055-0186
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Lehman Brothers Inc.
3 World Financial Center, 11th FL
New York, NY 10285
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, NY 10281-1200
Title, Purchase Price and Description of Securities:
Title: 7.125% Senior Notes Due May 1, 2000
Trustee: The First National Bank of Chicago
Principal amount: $250,000,000
Purchase price: 99.074% of principal amount plus
accrued interest, if any, from
May 1, 1995 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: May 1, 1995
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
CS First Boston Corporation.............. $ 62,500,000
Goldman, Sachs & Co...................... 62,500,000
Lehman Brothers Inc...................... 62,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................ 62,500,000
Total................................. , $250,000,000
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
SPECIMEN SPECIMEN
FLEET FINANCIAL GROUP, INC.
7 1/8% SENIOR NOTES DUE May 1, 2000
CUSIP: 338915AF8
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
CEDE & CO., or registered assigns, the principal sum of SPECIMEN
on May 1, 2000, and to pay interest thereon from May 1, 1995, or
from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on May 1 and
November 1 in each year, commencing November 1, 1995, at
the rate of 7 1/8% 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 April 15 or October 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 1/8% Senior Notes Due May
1, 2000 (herein called the "Notes"), limited in aggregate
principal amount to $250,000,000.
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
May 1, 2000.
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: May 1, 1995
FLEET FINANCIAL GROUP, INC.
By SPECIMEN
Chairman
By SPECIMEN
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series provided for
under the within-mentioned Indenture.
Dated: May 1, 1995 THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By SPECIMEN
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns
and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
Name and address of assignee, including zip code, must be
printed or typewritten)
the within Note, and all rights thereunder, hereby
irrevocably constituting and
appointing
Attorney to transfer said Note on the books of the within
Company, with full power of substitution in the premises.
Dated:
NOTICE: The signature to
this assignment
must correspond
with the name as
it appears upon
the face of the
within or
attached Note in
every particular,
without alteration
or enlargement or
any change whatever.
<PAGE>
