FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Fleet Financial Group, Inc.
(Exact name of registrant as specified in its charter)
Rhode Island 05-0341324
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
50 Kennedy Plaza, Providence, RI 02903
(Address of Principal Executive Offices) (Zip Code)
Fleet Financial Group, Inc.
1995 New Bedford Acquisition Stock Option Plan
(Full title of the plan)
William C. Mutterperl, Esq.
Senior Vice President and General Counsel
Fleet Financial Group, Inc., 50 Kennedy Plaza,
Providence, RI 02903
(Name and address of agent for service)
(401) 278-5880
(Telephone number, including area code, of agent for service)
with a copy to:
Laura N. Wilkinson, Esq., Edwards & Angell
2700 Hospital Trust Tower, Providence, RI 02903
<PAGE>
Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered share* price* fee
Common Stock, 72,582 $32.88 $2,386,497 $823
$1.00 par shares
value (1)
(1)Including preferred share purchase rights.
* Based on the average of the high and low prices of the
Company's Common Stock reported on February 10, 1995.
Part II, Items 4, 5, 6, 7 and 9
This Registration Statement relates to 72,582 additional
shares of Fleet Financial Group, Inc. (the "Company") Common
Stock that may be issued pursuant to the Fleet Financial Group,
Inc. 1995 New Bedford Acquisition Stock Option Plan (the
"Plan"). The contents of Part II, Items 4, 5, 6, 7 and 9 of
the Company's Registration Statement on Form S-8 (File Number
33-57501) relating to the Plan are hereby incorporated by
reference herein.
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, 1993.
2. Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994, June 30, 1994 (as amended by a Form 10Q/A dated
October 26, 1994), and September 30, 1994.
3. Current Reports on Form 8-K dated March 10, 1994, May 9,
1994, August 15, 1994, September 7, 1994, October 19, 1994,
October 21, 1994, November 28, 1994, December 28, 1994, January
18, 1995, and January 27, 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.
All documents filed with the Commission by the Registrant
pursuant to Sections 13, 14 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") subsequent to the date of this
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 are incorporated herein by
reference and such documents shall be deemed to be a part
hereof from the date of filing of such documents. Any
statement contained in this 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 8. Exhibits.
4(a) - Fleet Financial Group, Inc. 1995 New Bedford Acquisition
Stock Option Plan
4(b) - Restated Articles of Incorporation, as amended, and
By-laws of the Registrant (incorporated by reference
to Exhibit 1 of the Registrant's Form 10-Q Quarterly
Report dated June 30, 1992)
5 - Opinion of Edwards & Angell re: legality
23(a) - Consent of KPMG Peat Marwick LLP
23(b) - Consent of Edwards & Angell (included in Exhibit 5)
24(b) - Powers of Attorney (included on signature pages to
this Registration Statement)
<PAGE>
SIGNATURES AND AMENDMENTS
Each person whose signature appears below hereby constitutes
and appoints the Chairman and President, the Vice Chairman and
Chief Financial Officer or the Secretary of the Registrant, or
any one of them, acting alone, as his true and lawful
attorney-in-fact, with full power and authority to execute in
the name, place and stead of each such person in any and all
capacities and to file, an amendment or amendments to the
Registration Statement (and all exhibits thereto) and any
documents relating thereto, which amendments may make such
changes in the Registration Statement as said officer or
officers so acting deem(s) advisable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the
City of Providence, State of Rhode Island, on February 10, 1995.
FLEET FINANCIAL GROUP, INC.
By: /s/Terrence Murray
Terrence Murray
Chairman and President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on February 10, 1995.
Signatures Title
/s/Terrence Murray Chairman and President
Terrence Murray Chief Executive Officer
and Director
/s/Eugene M. McQuade Executive Vice President
Eugene M. McQuade and Chief Financial Officer
/s/Robert C. Lamb, Jr. Controller
Robert C. Lamb, Jr.
/s/William Barnet, III Director
William Barnet, III
/s/Bradford R. Boss Director
Bradford R. Boss
/s/Paul J. Choquette, Jr. Director
Paul J. Choquette, Jr.
/s/James F. Hardymon Director
James F. Hardymon
/s/Robert M. Kavner Director
Robert M. Kavner
/s/Lafayette Keeney Director
Lafayette Keeney
/s/Raymond C. Kennedy Director
Raymond C. Kennedy
/s/Ruth R. McMullin Director
Ruth R. McMullin
/s/Arthur C. Milot Director
Arthur C. Milot
/s/Thomas D. O'Connor Director
Thomas D. O'Connor
/s/Michael B. Picotte Director
Michael B. Picotte
/s/John A. Reeves Director
John A. Reeves
/s/John R. Riedman Director
John R. Riedman
/s/John S. Scott Director
John S. Scott
EXHIBIT 4(a)
FLEET FINANCIAL GROUP, INC.
Fleet Financial Group, Inc. 1995 New Bedford
Acquisition
Stock Option Plan
1. PURPOSE
This Fleet Financial Group, Inc. 1995 New Bedford Acquisition
Stock Option Plan (the "Plan") has been adopted for certain
former employees (the "Optionees") of NBB Bancorp, Inc. ("New
Bedford") as required by the Merger Agreement dated May 9,
1994, as amended and restated as of August 26, 1994 (the
"Merger Agreement"), between New Bedford and Fleet Financial
Group, Inc. (the "Company") to govern the terms and conditions
of options (the "Options") held by the Optionees under the NBB
Bancorp, Inc. Amended and Restated Stock Option Plan (the "NBB
Plan") which were converted pursuant to the Merger Agreement
from options to acquire shares of the common stock, $0.10 par
value, of New Bedford to options to acquire shares of the
common stock, $1.00 par value, of the Company (the "Common
Stock"). Under the NBB Plan, New Bedford granted "incentive
stock options" ("Incentive Options") as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"),
and nonqualified stock options ("Nonqualified Options"). The
term "Subsidiaries" includes any corporations in which stock
possessing 50 percent or more of the total combined voting
power of all classes of stock is owned directly or indirectly
by the Company.
2. OPTIONS TO BE GRANTED AND ADMINISTRATION
(a) Subject to Sections 8 and 9 hereof, no options shall be
granted under the Plan from and after the effective date
hereof.
(b) The Plan shall be administered by the Human Resources and
Planning Committee (the "Committee") consisting of not less
than three directors appointed by the Board of Directors of the
Company. None of the members of the Committee shall be an
officer or other full-time employee of the Company or its
Subsidiaries. It is the intention of the Company that each
member of the Committee be a "disinterested" person within the
meaning of Rule 16b-3(d)(3) as promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and an
"outside director" within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended ("the "Code") and the
regulations promulgated thereunder. The Committee so selected
shall exercise all powers under the Plan. Action by
the Committee shall require the affirmative vote of a majority
of all its members.
(c) Subject to the terms and conditions of the Plan, the
Committee shall have the power:
(i) To amend the terms and provisions of each option granted
under the Plan subject to the Company's obligations under
the Merger Agreement;
(ii) To construe and interpret the Plan and options granted
thereunder and to establish, amend, and revoke rules and
regulations for administration of the Plan. In this
connection, the Committee may correct any defect or supply
any omission, or reconcile any inconsistency in the Plan,
or in any option agreement, in the manner and to the extent
it shall deem necessary or expedient to make the Plan fully
effective. All decisions and determinations by the
Committee in the exercise of this power shall be final and
binding upon the Company and Optionees; and
(iii) Generally, to exercise such powers and to perform such
acts as are deemed necessary or expedient to promote the
best interests of the Company with respect to the Plan.
(d) The Board at any time may designate one or more officers of
the Company to act in place of the Committee in making any
determination or taking any action under the Plan.
Notwithstanding the above, the Committee shall make all
decisions concerning the Plan that relate to persons who are
officers of the Company within the meaning of Rule 16a-1(f) as
promulgated under the 1934 Act.
3. STOCK
(a) The stock subject to the options granted under the Plan
shall be shares of the Company's authorized but unissued Common
Stock. The total number of shares that may be issued pursuant
to options granted under the Plan shall not exceed an aggregate
of 231,382 shares of Common Stock. Such number shall be
subject to adjustment as provided in Section 8 hereof.
(b) Whenever any outstanding option under the Plan expires, is
cancelled or is otherwise terminated, the shares of Common
Stock allocable to the unexercised portion of such option may
not again be the subject of options under the Plan.
4. ELIGIBILITY
Annual Limitation. To the extent that the aggregate fair
market value (determined at the time each respective option is
granted) of stock with respect to which Incentive Options are
exercisable for the first time by any individual during any
calendar year (under all plans of the Company and its
Subsidiaries) exceeds $100,000, such options shall not be
treated as options which are Incentive Stock Options.
The above rule shall be applied by taking options into
account in the order in which they were granted.
5. TERMS OF THE OPTION AGREEMENTS
Each option agreement shall contain such provisions as the
Committee shall from time to time deem appropriate. Option
agreements need not be identical, but each option agreement by
appropriate language shall include the substance of all of the
following provisions:
(a) Expiration. Notwithstanding any other provision of the
Plan or of any option agreement, each option shall expire on
the date specified in the option agreement, which date shall
not be later than the tenth anniversary of the date on which
the option was granted.
(b) Minimum Shares Exercisable. The minimum number of shares
with respect to which an option may be exercised at any one
time shall be 100 shares, or such lesser number as is subject
to exercise under the option at the time.
(c) Exercise.
(i) Each option shall be exercisable in such installments
(which need not be equal) and at such times as designated
by the Committee. To the extent not exercised,
installments shall accumulate and be exercisable, in whole
or in part, at any time after becoming exercisable, but not
later than the date the option expires.
(ii) In the event of a Change in Control of the Company (as
defined in (f) below), all options outstanding as of the
date of such Change in Control shall become vested and
immediately exercisable.
(d) Rights of Optionees. No Optionee shall be deemed for any
purpose to be the owner of any shares of Common Stock subject
to any option unless and until (i) the option shall have been
exercised pursuant to the terms thereof, (ii) the Company shall
have issued and delivered the shares to the Optionee, and (iii)
the Optionee's name shall have been entered as a stockholder of
record on the books of the Company. Thereupon, the Optionee
shall have full voting, dividend and other ownership rights
with respect to such shares of Common Stock.
(e) Change in Control. For purposes of the Plan, a "Change in
Control" shall be deemed to have occurred in either of the
following events: (i) if there has occurred a change in
control which the Company would be required to report in
response to Item 1 of Form 8-K promulgated under the 1934 Act,
or, if such regulation is no longer in effect, any regulations
promulgated by the Securities and Exchange Commission pursuant
to the 1934 Act which are intended to serve similar purposes,
or (ii) when any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the 1934 Act) becomes a "beneficial
owner" (as such term is defined in Rule 13d-3 promulgated under
the 1934 Act), directly or indirectly, of securities of the
Company representing twenty-five percent (25%) or more of the
total number of votes that may be generally cast for the
election of directors of the Company, and in the case of either
(i) or (ii) above, the Company's Board of Directors has not
consented to such event by a two-thirds vote of all of the
members of the Board of Directors then in office adopted prior
to such event. In addition, a Change in Control shall be
deemed to have occurred if, as the result of, or in connection
with, any tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any
combination of the foregoing transactions, the persons who were
directors of the Company before such transaction shall cease to
constitute a majority of the Board of Directors of the Company
or of any successor institution.
(f) No options shall be transferable by the Optionee other than
by will or the laws of descent or distribution. Options shall
be exercisable during the Optionee's lifetime only by the
Optionee.
6. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
(a) Any option granted under the Plan may be exercised by the
Optionee by delivering to the Secretary of the Company on any
business day a written notice specifying the number of shares
of Common Stock the Optionee then desires to purchase (the
"Notice").
(b) Payment for the shares of Common Stock purchased pursuant
to the exercise of an option shall be made (i) in cash equal to
the option price for the number of shares specified in the
Notice, (ii) if authorized by the applicable option agreement
and if permitted under applicable law, through the delivery of
shares of Common Stock of the Company already owned by the
Optionee having a fair market value equal to the option price
or (iii) by a combination of (i) and (ii). The fair market
value of stock so delivered shall be deemed to be the mean of
the high and low prices of publicly-traded shares of Common
Stock of the Company on the date of exercise or as otherwise
may be determined by the Committee, except as may be otherwise
required by the Internal Revenue Code of 1986, as amended.
Unless otherwise determined by the Committee, the Optionee may
engage in a successive exchange (or series of exchanges) in
which Common Stock which the Optionee is entitled to receive
upon the exercise of an option may be simultaneously utilized
as payment for the exercise of an additional option or options.
7. TAX WITHHOLDING
(a) Each Optionee shall, no later than the exercise date of any
option, pay to the Company, or make arrangement satisfactory to
the Committee regarding payment of any Federal, state, or local
taxes of any kind required to be withheld with respect to such
income. The Company and its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from
any payment of any kind otherwise due to the Optionee.
(b) An Optionee may elect to have such tax withholding
obligation satisfied, in whole or in part, by (i) authorizing
the Company to withhold from shares of Common Stock to be
issued pursuant to any option a number of shares with an
aggregate fair market value (as of the date the withholding is
effected) that would satisfy the withholding amount due, or
(ii) transferring to the Company shares of Common Stock owned
by the Optionee with an aggregate fair market value (as of the
date the withholding is effected) that would satisfy the
withholding amount due.
8. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
(a) If the shares of the Company's Common Stock as a whole are
increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company, whether
through merger, consolidation, reorganization,
recapitalization, reclassification, stock dividend, stock
split, combination of shares, exchange of shares, change in
corporate structure or the like, an appropriate and
proportionate adjustment shall be made in the number and kind
of shares subject to the Plan, and in the number, kind, and per
share exercise price of shares or other securities subject to
unexercised options or portions thereof granted prior to any
such change. In the event of any such adjustment in an
outstanding option, the Optionee thereafter shall have the
right to purchase the number of shares or securities under such
option at the per share price or per unit price, as so
adjusted, which the Optionee could purchase for the total
purchase price applicable to the option immediately prior to
such adjustment.
(b) Adjustments under this Section 8 shall be determined by the
Committee and such determinations shall be conclusive. The
Committee shall have the discretion and power in any such event
to determine and to make effective provision for acceleration
of the time or times at which any option or portion thereof
shall become exercisable. No fractional shares of Common Stock
shall be issued under the Plan on account of any adjustment
specified above.
9. EFFECT OF CERTAIN TRANSACTIONS
In the case of (i) the dissolution or liquidation of the
Company, (ii) a reorganization, merger or consolidation in
which the Company is acquired by another entity (other than a
holding company formed by the Company) or in which the Company
is not the surviving corporation, or (iii) the sale of all or
substantially all of the property of the Company to another
corporation, the Plan and the options issued hereunder shall
terminate on the effective date of such transaction, unless
provision is made in connection with such transaction for the
assumption of options theretofore granted under the Plan, or
the substitution for such options of new options of the
successor corporation or parent thereof, with appropriate
adjustment as to the number and kind of shares and the per
share exercise prices, as provided in Section 8. In the event
of such termination, all outstanding options shall be
exercisable in full for at least 15 days prior to the date of
such termination whether or not otherwise exercisable during
such period.
10. RELEASE OF FINANCIAL INFORMATION
A copy of the Company's annual report to stockholders shall be
delivered to each Optionee at the time such report is
distributed to the Company's stockholders. Upon request, the
Company shall furnish to each Optionee a copy of its most
recent annual report and each quarterly report and current
report filed under the 1934 Act since the end of the Company's
prior fiscal year.
11. AMENDMENT OF THE PLAN
The Board of Directors of the Company may amend the Plan at any
time, and from time to time, subject to any required regulatory
approval and subject to the Company's obligations under the
Merger Agreement.
Except as provided in Sections 8 and 9 hereof, rights and
obligations under any option granted before any amendment of
the Plan shall not be altered or impaired by such amendment,
except with the consent of the Optionee.
12. NONEXCLUSIVITY OF THE PLAN
Neither the adoption of the Plan by the Board of Directors of
the Company nor the submission of the Plan to the stockholders
of the Company for approval shall be construed as creating any
limitations on the power of the Board of Directors of the
Company to adopt such other incentive arrangements as it may
deem desirable, including, without limitation, the granting of
stock options otherwise than under the Plan, and such
arrangements may be either applicable generally or only in
specific cases.
13. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW
(a) The obligation of the Company to sell and deliver shares of
Common Stock with respect to options granted under the Plan
shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, and
the obtaining of all such approvals by governmental agencies as
may be deemed necessary or appropriate by the Committee.
(b) The Plan shall be governed by Rhode Island law, except to
the extent that such law is preempted by federal law.
14. EFFECTIVE DATE OF PLAN; TERMINATION OF PLAN
The Plan shall become effective on January 27, 1995. The Plan
shall terminate upon the exercise in full of all options
granted thereunder.
EXHIBIT 5
February 13, 1995
Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, RI 02903
Re: Fleet Financial Group, Inc.
1995 New Bedford Acquisition Stock Option Plan
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 February 13, 1995 in connection with the
registration under the Securities Act of 1933, as amended, of
72,582 additional shares of the Company's Common Stock, $1.00
par value, including the associated preferred share purchase
rights (the "Common Stock"), to be issued pursuant to stock
options under the Company's 1995 New Bedford Acquisition Stock
Option Plan (the "Plan").
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;
3. The Plan;
4. All corporate minutes and proceedings of the
Company relating to the Plan and the issuance of
the Common Stock being registered under the
Registration Statement; and
5. The specimen certificate of Common Stock.
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 and paid for as contemplated by the Plan, 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, a subsidiary 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 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 l0-K for
the year ended December 31, l993 which is incorporated by
reference herein.
/s/KPMG Peat Marwick LLP
Providence, Rhode Island
February 13, l995
