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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 11-K
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
Securities Exchange Act of 1934
For the transition period __________ to __________
Commission File Number 33-22045
A. Full title of the Plan: FLEET FINANCIAL GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, Rhode Island 02903
Financial Statements of the Plan
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Report of Independent Auditors.
1. Statements of Financial Condition.
2. Statements of Income and Changes in Plan Equity.
3. Notes to Financial Statements.
Exhibit.
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Consent of Ernst & Young to the incorporation by reference in the
Registration Statement (Form S-8, No. 33-22045) pertaining to the
plan of their report dated March 7, 1995, with respect to the plan
financial statements for the year ending December 31, 1994.
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the Fleet Financial Group, Inc. Employee Stock Purchase Plan
Administrative Committee has duly caused this annual report to be signed on
its behalf by the under-signed hereunto duly authorized.
FLEET FINANCIAL GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ H. Jay Sarles
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H. Jay Sarles
Vice Chairman
FLEET FINANCIAL GROUP, INC.
Dated: March 29, 1995
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Financial Statements
Fleet Financial Group, Inc.
Employee Stock Purchase Plan
Years ended December 31, 1994, 1993 and 1992
with Report of Independent Auditors
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Fleet Financial Group, Inc.
Employee Stock Purchase Plan
Financial Statements
Years ended December 31, 1994, 1993 and 1992
Contents
Report of Independent Auditors........................................... 1
Audited Financial Statements
Statements of Financial Condition.........................................2
Statements of Income and Changes in Plan Equity...........................3
Notes to Financial Statements.............................................4
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Report of Independent Auditors
To the Participants and Administrators
of the Fleet Financial Group, Inc.
Employee Stock Purchase Plan
We have audited the accompanying statements of financial condition of the
Fleet Financial Group, Inc. Employee Stock Purchase Plan (the Plan) as of
December 31, 1994 and 1993, and the related statements of income and changes
in plan equity for each of the three years in the period ended December 31,
1994. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Fleet Financial Group,
Inc. Employee Stock Purchase Plan at December 31, 1994 and 1993, and the
results of its operations and changes in plan equity for each of the three
years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles.
ERNST & YOUNG
March 7, 1995
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Fleet Financial Group, Inc.
Employee Stock Purchase Plan
Statements of Financial Condition
<TABLE>
<CAPTION>
December 31
1994 1993
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<S> <C> <C>
ASSETS
Investments, at market value (Note 4) $5,480,537 $5,512,609
Cash 69,652 175,470
Dividends receivable 67,714 49,687
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Total assets 5,617,903 5,737,766
LIABILITIES AND PLAN EQUITY
Payments due to participants (98,529) (128,895)
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Plan equity $5,519,374 $5,608,871
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<FN>
See accompanying notes.
</TABLE>
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Fleet Financial Group, Inc.
Employee Stock Purchase Plan
Statements of Income and Changes in Plan Equity
<TABLE>
<CAPTION>
Year ended December 31
1994 1993 1992
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<S> <C> <C> <C>
Contributions $1,973,669 $1,944,848 $1,422,382
Unrealized appreciation (depreciation)
of Fleet Financial Group, Inc.
common stock (Note 5) (722,513) (55,428) 808,270
Realized gains (Note 6) 549,581 280,919 181,366
Dividend and interest income 233,756 130,714 96,935
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2,034,493 2,301,053 2,508,953
Participant withdrawals 2,123,990 1,121,118 1,073,485
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Net increase (decrease) in plan equity (89,497) 1,179,935 1,435,468
Plan equity, beginning of year 5,608,871 4,428,936 2,993,468
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Plan equity, end of year $5,519,374 $5,608,871 $4,428,936
========= ========= =========
<FN>
See accompanying notes.
</TABLE>
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Fleet Financial Group, Inc.
Employee Stock Purchase Plan
Notes to Financial Statements
December 31, 1994, 1993, and 1992
1. DESCRIPTION OF THE PLAN
The Fleet Financial Group, Inc. Employee Stock Purchase Plan (the Plan) was
approved by the Board of Directors on July 13, 1983. All contributions are
from employees of Fleet Financial Group, Inc. and its subsidiaries (the Company)
who have attained the age of majority in their state of residence, other
than temporary employees of the Company or employees covered by a collective
bargaining agreement. The purchase of the Company's common stock under the
Plan is fully paid by the participating employees by means of payroll
deductions. All participant contributions, dividends and cash additions are
used to buy additional shares of the Company's common stock that are either
newly issued or outstanding on the open market. Participants' accounts
are credited with their contributions as well as their share of cash
dividends and other additions. Participants are immediately vested as to
their voluntary contributions plus earnings thereon and may withdraw all or a
portion of their accounts at or prior to retirement, disability, death, or
termination.
The Plan was adopted with the expectation that it will continue indefinitely.
However, the Board of Directors of the Company may, at any time, amend, revise
or terminate the Plan in its entirety or in its application to any subsidiary,
division or employing unit. All costs and expenses incurred in administering
the Plan are paid by the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounts of the Plan are reported on the accrual basis.
Investments
The investment in common shares of the Company's stock is stated at current
value based upon the quoted market price. To the extent that current value
differs from original cost (determined on an average basis) an unrealized gain
or loss is recognized.
A participant's cost basis per share (including fractional shares) acquired
under the Plan is a pro-rata portion of the actual price paid for shares
purchased by Fleet National Bank (the agent) for all participants acquiring
such shares on the same date. To the extent that current value of
participants' withdrawals differs from their cost basis (determined on an
average basis) a realized gain or loss is recognized.
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Fleet Financial Group, Inc.
Employee Stock Purchase Plan
Notes to Financial Statements (continued)
December 31, 1994, 1993, and 1992
3. FEDERAL INCOME TAXES
The Plan is not subject to federal or state income taxes. The participants of
the Plan are responsible for any tax liability incurred as a result of the
receipt of dividends or other distributions by the Plan. Participants are
also responsible for any tax liability resulting from gains or losses on the
sale of their securities as these occur subsequent to distribution.
4. INVESTMENTS
Investments consist of:
<TABLE>
<CAPTION>
December 31, 1994
Shares Cost Market
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<S> <C> <C> <C>
Fleet Financial Group, Inc.
Common Stock 169,283 $4,922,287 $5,480,537
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</TABLE>
<TABLE>
<CAPTION>
December 31, 1993
Shares Cost Market
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<S> <C> <C> <C>
Fleet Financial Group, Inc.
Common Stock 165,172 $4,231,846 $5,512,609
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</TABLE>
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Fleet Financial Group, Inc.
Employee Stock Purchase Plan
Notes to Financial Statements (continued)
December 31, 1994, 1993, and 1992
5. CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS
Unrealized appreciation at December 31, 1991 $ 527,921
Unrealized appreciation for 1992 808,270
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Unrealized appreciation at December 31, 1992 1,336,191
Unrealized depreciation for 1993 (55,428)
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Unrealized appreciation at December 31, 1993 1,280,763
Unrealized depreciation for 1994 (722,513)
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Unrealized appreciation at December 31, 1994 $ 558,250
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6. REALIZED GAINS
The realized gains on distribution of stock for the years ended December 31,
1994, 1993, and 1992 were as follows:
<TABLE>
<CAPTION>
Current Value
of
Common Stock Cost Realized
Distributed Basis Gain
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<S> <C> <C> <C>
1994
Fleet Financial Group, Inc.
Common Stock $2,154,356 $1,604,775 $549,581
1993
Fleet Financial Group, Inc.
Common Stock $1,078,326 $797,407 $280,919
1992
Fleet Financial Group, Inc.
Common Stock $1,083,557 $902,191 $181,366
/TABLE>
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</TABLE>
EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-22045) pertaining to the Fleet Financial Group, Inc.
Employee Stock Purchase Plan (the Plan) of our report dated March 7, 1995
with respect to the financial statements of the Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1994.
/s/ Ernst & Young LLP
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ERNST & YOUNG LLP
Providence, Rhode Island
March 27, 1995
