AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 29, 1995
NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FLEET FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
RHODE ISLAND 05-0341324
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
50 KENNEDY PLAZA, PROVIDENCE, RI 02903
(Address of Principal Executive Offices) (Zip Code)
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SHAWMUT NATIONAL CORPORATION EMPLOYEES' THRIFT PLAN
AND
THRIFT AND PROFIT SHARING PLAN
FOR EMPLOYEES OF NORTHEAST SAVINGS, F.A.
(Full title of the plans)
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WILLIAM C. MUTTERPERL, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FLEET FINANCIAL GROUP, INC., 50 KENNEDY PLAZA,
PROVIDENCE, RI 02903
(Name and address of agent for service)
(401) 278-5880
(Telephone number, including area code, of agent for service)
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WITH A COPY TO:
LAURA N. WILKINSON, ESQ., EDWARDS & ANGELL
2700 HOSPITAL TRUST TOWER, PROVIDENCE, RI 02903
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO PRICE OFFERING REGISTRATION
TO BE REGISTERED BE REGISTERED PER SHARE(1) PRICE(1) FEE
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value(1).......... 3,414,070 $40.44 $138,064,991(2) $47,609.00
Participation Interests in the Shawmut
National Corporation Thrift Plan........ (3) (3) (3) $100.00(4)
Participation Interests in the Thrift and
Profit Sharing Plan for Employees of
Northeast Savings, F.A. ................ (5) (5) (5) $100.00(6)
Total..................................... $47,809.00
</TABLE>
(1) Including Preferred Share Purchase Rights.
(2) Pursuant to Rule 457 of the rules and regulations of the Commission under
the Securities Act of 1933, as amended (the "Securities Act") based on a
price of $40.44 per share (the average of the high and low prices per
share on the New York Stock Exchange on November 22, 1995).
(3) Pursuant to Rule 416(c) under the Securities Act, this Registration
Statement covers an indeterminate amount of interests to be offered or sold
pursuant to the Shawmut National Corporation Thrift Plan for open market
purchases, original issuance of common stock or issuances of common stock
from stock held in the Registrant's treasury.
(4) The minimum registration fee required pursuant to Section 6(b) of the
Securities Act is being paid.
(5) Pursuant to Rule 416(c) under the Securities Act, this Registration
Statement covers an indeterminate amount of interests to be offered or sold
pursuant to the Thrift and Profit Sharing Plan for Employees of Northeast
Savings, F.A. for open market purchases, original issuance of common
stock or issuances of common stock from stock held in the Registrant's
treasury.
(6) The minimum registration fee required pursuant to Section 6(b) of the
Securities Act is being paid.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant are incorporated in this Registration
Statement by reference:
1. 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.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995,
June 30, 1995 and September 30, 1995.
3. Current Reports on Form 8-K dated January 18, 1995, January 27, 1995,
February 20, 1995, February 21, 1995, April 13, 1995, May 11, 1995, May 17,
1995, June 21, 1995, August 11, 1995, August 23, 1995, October 18, 1995, October
26, 1995 and November 15, 1995.
4. The description of the Common Stock contained in a Registration Statement
filed by Industrial National Corporation (predecessor to the Registrant) on Form
8-B dated May 29, 1970, and any amendment or report filed for the purpose of
updating such description.
5. The description of the Preferred Share Purchase Rights contained in the
Registrant's Registration Statement on Form 8-A dated November 29, 1990, and any
amendment or report filed for the purpose of updating such description.
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
Also incorporated by reference are each of the Plan's Annual Reports on
Form 11-K for the fiscal years ended December 31, 1994, as filed by Shawmut
National Corporation ("Shawmut") and Northeast Federal Corp. ("Northeast"),
respectively.
All documents filed with the Commission by the Registrant pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated herein by reference and such documents shall
be deemed to be a part hereof from the date of filing of such documents. Any
statement contained in this Registration Statement or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby has been passed upon for
the Registrant by Edwards & Angell, One Hospital Trust Plaza, Providence,
Rhode Island 02903. V. Duncan Johnson, a partner of Edwards & Angell, is a
director of Fleet National Bank, Fleet Bank, National Association and Fleet
Bank of Massachusetts, National Association, wholly-owned subsidiaries of the
Registrant, and beneficially owns 4,052 shares of Common Stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's By-laws provide for indemnification to the extent permitted
by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law. Such section,
as adopted by the By-laws, requires the Registrant to indemnify directors,
officers, employees or agents against judgments, fines, reasonable costs,
expenses and counsel fees paid or incurred in connection with any proceeding to
which such director, officer, employee or agent or his legal representative may
be a party (or for testifying when not a party) by reason of his being a
director, officer, employee or agent, provided that such director, officer,
employee or agent shall have acted in good faith and shall have reasonably
believed (a) if he was acting in his official capacity that his conduct was in
the Registrant's best interests, (b) in all other cases that his conduct was at
least not opposed to its best interest, and (c) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful. The
Registrant's By-laws provide that such rights to indemnification are contract
rights and that the expenses incurred by an indemnified person shall be paid in
advance of a final disposition of any proceeding; provided, however, that if
required under applicable law, such person must deliver a written affirmation
that he has met the standards of care required under such provisions to be
entitled to indemnification and provides an undertaking by or on behalf of such
person to repay all amounts advanced if it is ultimately determined that such
person is not entitled to indemnification. With respect to possible
indemnification of directors, officers and controlling persons of the Registrant
for liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to such provisions, the Registrant is aware that the
Securities and Exchange Commission has publicly taken the position that such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
ITEM 7. EXEMPTION OF REGISTRANT CLAIMED
Not applicable
ITEM 8. EXHIBITS.
<TABLE>
<S> <C>
4(a) Restated Articles of Incorporation, as amended, of the Registrant (incorporated
by reference to Exhibit 4(h) of the Registrant's Registration Statement on Form
S-3 (No. 33- 63631)).
4(b) By-laws, as amended, of the Registrant (incorporated by reference to Exhibit 4(i)
of the Registrant's Registration Statement on Form S-3 (No. 33-63631)).
5(a) Opinion of Edwards & Angell.
5(b) Determination letter received December 27, 1994 from the Internal
Revenue Service ("IRS") that the Shawmut National Corporation
Employees' Thrift Plan and amendments thereto, as submitted to the
IRS, is a qualified plan.
5(c) Advance determination letter, dated May 9, 1995, from the IRS that
the Thrift and Profit Sharing Plan for Employees of Northeast
Savings, F.A. and amendments thereto, as submitted to the IRS, is
a qualified plan (incorporated by reference to Exhibit 5 of
Shawmut's Registration Statement on Form S-8 (No. 33-63205).
23(a) Consent of KPMG Peat Marwick LLP (as to Registrant)
23(b) Consent of Price Waterhouse LLP (as to Shawmut)
23(c) Consent of Edwards & Angell (included in Exhibit 5).
24 Power of Attorney (included on signature pages hereto).
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
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<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
2) That for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES AND AMENDMENTS
Each person whose signature appears below hereby constitutes and appoints
the Chairman and President, any Vice Chairman, the Executive Vice President and
Chief Financial Officer or the Secretary of the Registrant, or any one of them,
acting alone, as his true and lawful attorney-in-fact, with full power and
authority to execute in the name, place and stead of each such person in any and
all capacities and to file, an amendment or amendments to the Registration
Statement (and all exhibits thereto) and any documents relating thereto, which
amendment may make such changes in the Registration Statement as said officer or
officers so acting deem(s) advisable.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Providence, State of Rhode Island on November 29,
1995.
FLEET FINANCIAL GROUP, INC.
By /s/ TERRENCE MURRAY
...................................
Terrence Murray
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 29, 1995.
<TABLE>
<CAPTION>
SIGNATURES TITLE
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<C> <S>
/s/ TERRENCE MURRAY Chairman, President and Chief Executive Officer
....................................
Terrence Murray
/s/ EUGENE M. MCQUADE Executive Vice President and Chief Financial Officer
....................................
Eugene M. McQuade
/s/ ROBERT C. LAMB, JR. Controller
....................................
Robert C. Lamb, Jr.
/s/ WILLIAM BARNET, III Director
....................................
William Barnet, III
/s/ BRADFORD R. BOSS Director
....................................
Bradford R. Boss
/s/ PAUL J. CHOQUETTE, JR. Director
....................................
Paul J. Choquette, Jr.
/s/ JAMES F. HARDYMON Director
....................................
James F. Hardymon
.................................... Director
Robert M. Kavner
/s/ LAFAYETTE KEENEY Director
....................................
Lafayette Keeney
/s/ RAYMOND C. KENNEDY Director
....................................
Raymond C. Kennedy
</TABLE>
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<PAGE>
/s/ ARTHUR C. MILOT Director
....................................
Arthur C. Milot
/s/ RUTH R. MCMULLIN Director
....................................
Ruth R. McMullin
/s/ THOMAS D. O,CONNOR Director
....................................
Thomas D. O'Connor
/s/ MICHAEL B. PICOTTE Director
....................................
Michael B. Picotte
/s/ JOHN A. REEVES Director
....................................
John A. Reeves
/s/ JOHN R. RIEDMAN Director
....................................
John R. Riedman
/s/ JOHN S. SCOTT Director
....................................
John S. Scott
II-5
EXHIBIT 5(a)
November 29, 1995
Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, RI 02903
Re: Fleet Financial Group, Inc.
Shawmut National Corporation Employees' Thrift Plan and Thrift and
Profit Sharing Plan for Employees of Northeast Savings, F.A.
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Fleet Financial Group, Inc. (the
"Company") with the Securities and Exchange Commission on November 29, 1995
in connection with the registration under the Securities Act of 1933, as
amended, of 3,414,070 additional shares of the Company's Common Stock, $0.01
par value, including the associated preferred share purchase rights (the
"Common Stock") to be issued, and an indeterminate amount of interests to be
offered or sold pursuant to the above-referenced Plans (the "Plans").
We have served as counsel for the Company and, as such, have assisted in
the organization thereof under the laws of the State of Rhode Island and are
familiar with all corporate proceedings since its organization. We have
examined the following documents and records:
1. The Restated Articles of Incorporation of the Company, as
amended;
2. The By-laws of the Company, as amended;
3. The Plans;
4. All corporate minutes and proceedings of the Company relating
to the Plans and the issuance of the Common Stock being
registered under the Registration Statement; and
5. The specimen certificate of Common Stock.
<PAGE>
Fleet Financial Group, Inc.
November 29, 1995
Page Two
We have also examined such further documents, records and proceedings as
we have deemed pertinent in connection with the issuance of said Common
Stock. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the completeness and
authenticity of all documents submitted to us as originals, and the
conformity to the originals of all documents submitted to us as certified,
photostatic or conformed copies, and the validity of all laws and
regulations.
We are qualified to practice law in the State of Rhode Island and we do
not purport to express any opinion herein concerning any law other than the
laws of the State of Rhode Island and the federal law of the United States.
Based upon such examination, it is our opinion that the Common Stock
being registered by the Registration Statement, when issued as contemplated
by the Plans, assuming due execution of the certificates therefor, will be
legally issued, fully paid and non-assessable.
V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet
National Bank, Fleet Bank, National Association and Fleet Bank of
Massachusetts, National Association, wholly-owned subsidiaries of the
Company, and beneficially owns 4,052 shares of Common Stock.
We hereby consent to the use of our name in and the use of this opinion
in connection with the Registration Statement and all amendments thereto.
Very truly yours,
EDWARDS & ANGELL
By: /s/ Laura N. Wilkinson
------------------------
Laura N. Wilkinson
Partner
EXHIBIT 5(b)
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
Employer Identification Number
Date: 06-1212629
File Folder Number:
SHAWMUT NATIONAL CORPORATION 043000872
C/O CHARLES W SHERMAN JR Person to Contact:
GROOM AND NORDBERG CHARTERED THERESA HAYDASZ
1701 PENNSYLVANIA AVE N.W. STE 1200 Contact Telephone Number:
WASHINGTON, DC 20006 (203) 258-2025
Plan Name:
SHAWMUT NATIONAL CORPORATION
EMPLOYEES' THRIFT PLAN
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated December 15, 1994. The proposed amendments
should be adopted on or before the date prescribed by the regulations under
Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on
June 28, 1994.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability require-
ments of section 1.401(a)(4)-4(b) of the regulations with respect to those
benefits, rights, and features that are currently available to all employees
in the plan's coverage group. For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for purposes of
<PAGE>
-2-
SHAWMUT NATIONAL CORPORATION
demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This plan also satisfies the requirements of section 1.401(a)(4)-4(b) of
the regulations with respect to the specific benefits, rights, or features for
which you have provided information.
This plan qualifies for Extended Reliance described in the last paragraph
of Publication 794 under the caption "Limitations of a Favorable Determination
Letter".
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Herbert J. Huff
Herbert J. Huff
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Fleet Financial Group, Inc.:
We consent to the use of our report incorporated by reference in the Fleet
Financial Group, Inc. Annual Report on Form 10-K for the year ended December 31,
1994, as amended by a Form 10K/A dated April 28, 1995, which is incorporated by
reference herein. Our report refers to a change in the method of accounting for
investments.
/s/ KPMG PEAT MARWICK LLP
Providence, Rhode Island
November 29, 1995
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Fleet Financial Group, Inc. of our report dated
February 20, 1995 relating to the consolidated financial statements of Shawmut
National Corporation, which appears in the Current Report on Form 8-K of Fleet
Financial Group, Inc. dated April 13, 1995.
/s/ PRICE WATERHOUSE LLP
Hartford, Connecticut
November 29, 1995
