FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Fleet Financial Group, Inc.
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(Exact name of registrant as specified in its charter)
Rhode Island 05-0341324
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
50 Kennedy Plaza, Providence, Rhode Island 02903
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(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange
to be so registered on which each class
------------------- is to be registered
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Depositary Shares, each New York Stock
representing a 1/10 Exchange, Inc.
interest in a share
of 9.30% Cumulative
Preferred Stock
Depositary Shares, each New York Stock
representing a 1/10 Exchange, Inc.
interest in a share
of 9.35% Cumulative
Preferred Stock
Warrants to Purchase New York Stock
Common Stock, $0.01 par Exchange, Inc.
value
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is effective simultaneously with the
effectiveness of a concurrent registration statement under
the Securities Act of 1933 pursuant to General Instruction
A.(c)(2), please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
Not Applicable
<PAGE>
ITEM 1. Description of Registrant's Securities to be Registered.
Incorporated by reference herein is the description of
the Warrants and the Depositary Shares provided in the
Registrant's Registration Statement filed pursuant to the
Securities Act of 1933 on Form S-4 (Registration No. 33-
58933) (the "Form S-4 Registration Statement") under the
caption labeled "Description of Fleet Capital Stock, Fleet
New Preferred Stock, Fleet New Depositary Shares and Fleet
Warrants".
ITEM 2. Exhibits.
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1. Restated Articles of Incorporation and By-laws of the
Registrant (incorporated by reference to Exhibits 4(h)
and 4(i) of the Registrant's Registration Statement on
Form S-3 (No. 33-63631)).
2. Form of Warrant Agreement (incorporated by reference
to Exhibit 4(d) of the Form S-4 Registration Statement).
3. Form of Warrant Certificate (incorporated by
reference to Exhibit A of Exhibit 4(d) of the Form S-4
Registration Statement).
4. Terms of the 9.30% Cumulative Preferred Stock
(incorporated by reference to Exhibit F of Exhibit 3 of
the Form S-4 Registration Statement).
5. Terms of the 9.35% Cumulative Preferred Stock
(incorporated by reference to Exhibit G of Exhibit 3 of
the Form S-4 Registration Statement).
6. Form of Stock Certificate for 9.30% Cumulative
Preferred Stock (incorporated by reference to Exhibit
4(g) of the Form S-4 Registration Statement).
7. Form of Stock Certificate for 9.35% Cumulative
Preferred Stock (incorporated by reference to Exhibit
4(h) of the Form S-4 Registration Statement).
8. Form of Deposit Agreement for Depositary Shares, each
representing a 1/10 interest in a share of 9.30%
Cumulative Preferred Stock (incorporated by reference to
Exhibit 4(i) of the Form S-4 Registration Statement).
9. Form of Depositary Receipt evidencing the 9.30%
Depositary Shares (incorporated by reference to Exhibit A
to Exhibit 4(i) of the Form S-4 Registration Statement).
10. Form of Deposit Agreement for Depositary Shares, each
representing a 1/10 interest in a share of 9.35%
Cumulative Preferred Stock (incorporated by reference to
Exhibit 4(k) of the Form S-4 Registration Statement).
11. Form of Depositary Receipt evidencing the 9.35%
Depositary Shares (incorporated by reference to Exhibit A
to Exhibit 4(k) of the Form S-4 Registration Statement).
12. Rights Agreement dated November 21, 1990 between the
Registrant and Fleet National Bank, as rights agent
(incorporated by reference to the Registrant's
Registration State-ment on Form 8-A dated November 29,
1990), as amended by a First Amendment to Rights
Agreement dated March 28, 1991 and a Second Amendment to
Rights Agreement dated July 12, 1991 (incorporated by
reference to the Registrant's Form 8 Amendment to
Application or Report dated September 6, 1991) and as
further amended by a Third Amendment to Rights Agreement
dated February 20, 1995 (incorporated by reference to the
Registrant's Form 8-A/A dated March 17, 1995).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
FLEET FINANCIAL GROUP, INC.
Registrant
November 22, 1995
By: /s/William C. Mutterperl
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William C. Mutterperl
Senior Vice President,
General Counsel and Secretary
