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) January 27, 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 Events.
On January 27, 1995, Registrant consummated the merger of NBB
Bancorp, Inc. ("NBB") with and into the Registrant. As a
result of the merger, each NBB stockholder has the right to
receive, for each share of NBB common stock held by such
stockholder, except for shares held by dissenting
shareholders or shares held by the Registrant or its
subsidiaries or by NBB or its subsidiaries (other than in
both cases shares held in a fiduciary capacity or as a
result of debts previously contracted), either 1.457 shares
of the Common Stock, $1.00 par value (including the
associated preferred share purchase rights), of the
Registrant ("Fleet Common Stock") or $48.50 in cash. In
addition, each NBB stockholder has the right to receive
.280 warrants to purchase Fleet Common Stock (the
"Warrants").
Fleet issued 6,165,912 shares of Fleet Common Stock in the
merger. The determination of whether an NBB stockholder
will receive Fleet Common Stock or cash, or a combination
of both, will depend on (i) the stated preferences of NBB
stockholders and (ii) allocation procedures to be followed
by the Registrant if the total number of shares of NBB
common stock held by NBB stockholders who have elected to
receive Fleet Common Stock does not equal 4,231,923,
calculated by dividing the 6,165,912 shares of Fleet Common
Stock issued in the Merger by 1.457.
Each Warrant entitles the holder thereof to purchase Fleet
Common Stock at $43.875 per share at any time during the
five-year period commencing on January 27, 1996 and ending
January 26, 2001.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
Not applicable
(b) Pro Forma Financial Statements
Not applicable
<PAGE>
(c) Exhibits
The following exhibits are filed as part of this report:
(4)(a) Warrant Agreement dated January 27, 1995 between
Registrant and Fleet National Bank, as Warrant Agent.
(4)(b) Specimen Warrant Certificate (included as Exhibit A to
Exhibit 4(a) above).
(12) Statement of Computation of Ratios (for consolidated
ratios of earnings to fixed charges contained in the
Prospectus Supplement dated January 30, 1995)
(incorporated by reference to the Registrant's Current
Report on Form 8-K dated October 21, 1994).
<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
and General Counsel
Date: January 27, 1995
EXHIBIT 4(a)
FLEET FINANCIAL GROUP, INC.
Warrant Agreement
THIS WARRANT AGREEMENT is dated as of January 27, 1995 (the
"Effective Time") between Fleet Financial Group, Inc., a Rhode
Island corporation (herein called the "Company"), and Fleet
National Bank, as Warrant Agent (herein called the "Warrant
Agent").
WHEREAS, the Company has entered into an Agreement and Plan
of Merger dated as of May 9, l994, as amended and restated as
of August 26, l994 (the "Merger Agreement"), with NBB Bancorp.,
Inc. ("NBB"), pursuant to which NBB will be merged with and
into the Company; and
WHEREAS, the merger of NBB with and into the Company occurred
on the date hereof; and
WHEREAS, pursuant to the Merger Agreement, each NBB
stockholder and each holder of an option under NBB's Stock
Option Plan (as defined in the Merger Agreement) who elects to
convert his or her options into options under the Company's
Stock Option Plan will be entitled to receive, among other
things, a pro rata share of warrants (the "Warrants") to
purchase 2,500,000 shares of the Company's common stock, $1.00
par value (the "Common Stock"); and
WHEREAS, the Company will issue the Warrants by delivery of
warrant certificates evidencing one or more Warrants, such
warrant certificates and other warrant certificates issued
pursuant to this Agreement being herein called the "Warrant
Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company in connection with the issuance,
exchange, exercise and replacement of the Warrant Certificates,
and in this Agreement wishes to set forth, among other things,
the form and provisions of the Warrant Certificates and the
terms and conditions under which they may be issued, exchanged,
exercised and replaced.
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained the parties hereto agree as
follows:
ARTICLE I.
ISSUANCE OF WARRANTS AND EXECUTION AND
DELIVERY OF WARRANT CERTIFICATES
Section 1.01. Issuance of Warrants. Each Warrant
Certificate shall evidence one or more Warrants. Each Warrant
evidenced thereby shall represent the right, subject to the
provisions contained herein and therein, to purchase from Fleet
one share of Common Stock.
Section 1.02. Execution and Delivery of Warrant
Certificates. Each Warrant Certificate, whenever issued, shall
be in registered form substantially in the form set forth in
Exhibit A hereto, shall be dated January 27, 1995 and may have
such letters, numbers or other marks of identification or
designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company
executing the same may approve (execution thereof to be
conclusive evidence of such approval) and as are not
inconsistent with the provisions of the Agreement, or as may be
required to comply with any law or with any rule or regulation
made pursuant thereto, or to conform to usage. The Warrant
Certificates shall be signed on behalf of the Company by its
Chairman of the Board, its President, one of its Vice
Presidents, its Treasurer or one of its Assistant Treasurers
under its corporate seal and attested by its Secretary or one
of its Assistant Secretaries. Such signatures may be manual or
facsimile signatures of such authorized officers and may be
imprinted or otherwise reproduced on the Warrant Certificates.
The seal of the Company may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no
Warrant evidenced thereby shall be exercisable, until such
Warrant Certificate has been countersigned by the manual
signature of the Warrant Agent. Such signature by the Warrant
Agent upon any Warrant Certificate executed by the Company
shall be conclusive evidence that the Warrant Certificate so
countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any
of the Warrant Certificates either manually or by facsimile
signature shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned and
delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person
who signed such Warrant Certificates ceased to be such officer
of the Company; and any Warrant Certificate may be signed on
behalf of the Company by such persons as, at the actual date of
the execution of such Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution
of this Agreement any such person was not such officer.
The term "holder" or "holder of a Warrant Certificate" as
used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be
maintained by the Warrant Agent for that purpose.
Section 1.03. Issuance of Warrant Certificates. (a) Warrant
Certificates evidencing the right to purchase an aggregate of
2,500,000 shares of Common Stock (except as provided in
Sections 2.03(c), 3.02 and 4.01) shall be executed by the
Company and delivered to the Warrant Agent on or prior to the
Effective Time. The Warrant Agent shall, upon receipt of
Warrant Certificates duly executed on behalf of the Company and
within 20 days following the Effective Time, manually
countersign Warrant Certificates evidencing Warrants
representing the right to purchase an aggregate of 2,500,000
shares of Common Stock. Warrant Certificates shall not be
valid for any purpose unless so countersigned. Upon receipt
from the Company of such Warrant Certificates, the Warrant
Agent shall countersign the Warrant Certificates and deliver
them to or upon the order of the Company, which order shall be
signed by both (a) the chairman of its Board of Directors, its
president or any vice president and (b) its treasurer, its
corporate controller, its secretary or any assistant secretary,
without any further action by the Company. Such
countersignature shall be by a duly authorized signatory of the
Warrant Agent (although it shall not be necessary for the same
signatory to sign all Warrant Certificates) and shall be
conclusive evidence that the Warrant Certificate so
countersigned has been duly delivered hereunder.
In case any authorized signatory of the Warrant Agent who
shall have countersigned any of the Warrant Certificates shall
cease to be such authorized signatory before the Warrant
Certificate shall be disposed of by the Company, such Warrant
Certificate nevertheless may be delivered or disposed of as
though the person who countersigned such Warrant Certificate
had not ceased to be such authorized signatory of the Warrant
Agent; and any Warrant Certificate may be countersigned on
behalf of the Warrant Agent by such persons as, at the actual
time of the countersignature of such Warrant Certificates,
shall be the duly authorized signatories of the Warrant Agent,
although at the time of the execution and delivery of this
Agreement any such person is not such an authorized signatory.
(b) Subsequent to such original issuance of the Warrant
Certificates, the Warrant Agent shall countersign a Warrant
Certificate only if the Warrant Certificate is issued in
exchange or substitution for one or more previously
countersigned Warrant Certificates or in connection with their
transfer, as hereinafter provided or as provided in Sections
2.03(c), 3.02 and 4.01.
Section 1.04. Temporary Warrant Certificates. Pending the
preparation of definitive Warrant Certificates, the Company may
execute, and the Warrant Agent shall countersign and deliver,
temporary Warrant Certificates, which are printed,
lithographed, typewritten or otherwise produced, substantially
of the tenor of the definitive Warrant Certificates in lieu of
which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers
executing such Warrant Certificates may determine, as evidenced
by their execution of such Warrant Certificates.
If temporary Warrant Certificates are issued, the Company
will cause definitive Warrant Certificates to be prepared
without unreasonable delay. After the preparation of
definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant
Certificates upon surrender of the temporary Warrant
Certificates at any office or agency maintained by the Company
for that purpose pursuant to Section 4.01. Subject to the
provisions of Section 4.01, such exchange shall be without
charge to the holder. Upon surrender for cancellation of any
one or more temporary Warrant Certificates, the Company shall
execute, and the Warrant Agent shall countersign and deliver in
exchange therefor, one or more definitive Warrant Certificates
representing in the aggregate a like number of Warrants. Until
so exchanged, the holder of a temporary Warrant Certificate
shall in all respects be entitled to the same benefits under
this Agreement as a holder of a definitive Warrant Certificate.
ARTICLE II
EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS.
Section 2.01. Exercise Price. The exercise price of each
Warrant is $43.875 (the "Exercise Price"). The Exercise Price
is subject to adjustment as discussed below. The number and
kind of shares of capital stock for which a Warrant may be
exercised shall be subject to adjustment from time to time as
set forth in Article V hereof.
Section 2.02. Duration of Warrants. Any whole number of
Warrants may be exercised at any time, as specified herein,
from 9:00 a.m. New York City time, on January 27, 1996, until
5:00 p.m., New York City time on January 26, 2001 (the
"Exercise Period"). Each Warrant may be exercised on any
Business Day (as defined below) on or prior to the expiration
of the Exercise Period. Each Warrant not exercised during the
Exercise Period shall become void, and all rights of the holder
of the Warrant Certificate evidencing such Warrant under this
Agreement shall cease. "Business Day" shall mean any day on
which (i) banks in New York, New York and Providence, Rhode
Island and (ii) the principal national securities exchange or
market on which the Common Stock or the Warrants are listed or
admitted to trading, are open for business.
Section 2.03. Exercise of Warrants. (a) During the
Exercise Period specified in Section 2.02, any number of
Warrants may be exercised by (i) surrendering at any office or
agency maintained for that purpose by the Company (which will
initially be the office or agency of the Warrant Agent in New
York, New York or Providence, Rhode Island) the Warrant
Certificate evidencing such Warrants with the form of election
to purchase Shares set forth on the reverse side of the Warrant
Certificate (the "Election to Exercise") duly completed and
signed by the registered holder or holders thereof or by the
duly appointed legal representative thereof or by a duly
authorized attorney, and if required by the Company or the
Warrant Agent in the case of a transfer, such signature shall
be guaranteed by an Eligible Guarantor Institution (as defined
in Section 4.01), and (ii) paying in full the Exercise Price
for each such Warrant exercised and any other amounts required
to be paid pursuant to Section 4.01. Simultaneously with the
exercise of a Warrant, payment in full of the Exercise Price
for the Common Stock then being purchased shall be made by
certified or official bank or bank cashier's check or wire
transfer of immediately available funds, or a combination
thereof, to be delivered to the office or agency where the
Warrant Certificate is being surrendered. No payment or
adjustment shall be made on account of any dividends on the
Common Stock issued upon exercise of a Warrant. If all of the
items required by this Section 2.03 are received by the Warrant
Agent at or prior to 2:00 p.m., New York City time, on a
Business Day, the exercise of the Warrant to which such items
relate will be effective on such Business Day. If any items
referred to in the last sentence of the preceding paragraph are
received after 2:00 p.m., New York City time, on a Business
Day, the exercise of the Warrants to which such item relates
will be effective on the next succeeding Business Day.
Notwithstanding the foregoing, in the case of an exercise of
Warrants on January 26, 2001 (the "Expiration Date"), if all of
the items required by this Section 2.03 are received by the
Warrant Agent at or prior to 5:00 p.m., New York City time, on
such Expiration Date, the exercise of the Warrants to which
such items relate will be effective on the Expiration Date.
The date on which the exercise of the Warrants shall become
effective is hereinafter referred to as the "Exercise Date".
The Warrant Agent shall deposit all funds received from the
registered holder or holders in payment of the Exercise Price
in an account of the Company maintained with the Warrant Agent
and shall advise the Company by telephone at the end of each
day on which a payment for the exercise of Warrants is received
of the amount so deposited to such account. The Warrant Agent
shall promptly confirm such telephone advice to the Company in
writing.
(b) The Warrant Agent shall, from time to time, as promptly
as practicable, advise the Treasurer of the Company or his or
her designee of (i) the number of Warrants exercised, (ii) the
instructions of each holder of the Warrant Certificates
evidencing such Warrants with respect to delivery of the Common
Stock to which such holder is entitled upon such exercise,
(iii) delivery of Warrant Certificates evidencing the balance,
if any, of the Warrants remaining after such exercise, and (iv)
such other information as the Company shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant
or Warrants, the Company shall issue or cause to be issued to
or upon the written order of the registered holder of the
Warrant Certificate evidencing such Warrant, a certificate or
certificates evidencing the Common Stock to which such holder
is entitled, in fully registered form, registered in such name
or names as may be directed by such holder. Such certificate
or certificates evidencing the Common Stock shall be deemed to
have been issued and any persons who are designated to be named
therein shall be deemed to have become the holder of record of
such Common Stock as of the close of business on the Exercise
Date. No fractional shares of Common Stock will be issued upon
exercise of any Warrant. For each fractional share that would
otherwise be issued, the Company will pay by company check in
an amount equal to such fraction multiplied by the closing
sales price of the Common Stock on the New York Stock Exchange
(or if not so listed, another equivalent means reasonably
determined by the Company) on the Business Day immediately
preceding the Exercise Date. If fewer than all of the Warrants
evidenced by such Warrant Certificate are exercised, the
Company shall execute and an authorized officer of the Warrant
Agent shall manually countersign and deliver, a new Warrant
Certificate evidencing the numbers of such Warrants remaining
unexercised.
(d) The Company shall not be required to pay any stamp or
other tax or other governmental charge required to be paid in
connection with any transfer involved in the issue of the
Common Stock to a person other than a registered holder; and in
the event that any such transfer is involved, the Company shall
not be required to issue or deliver any Warrant Certificate or
share of Common Stock until such tax or other charge shall have
been paid or it has been established to the Company's
satisfaction that no such tax or other charge is due.
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF
HOLDERS OF WARRANT CERTIFICATES.
Section 3.01. No Rights as Stockholder Conferred by Warrants
or Warrant Certificates. No Warrant Certificate or Warrant
evidenced thereby shall entitle the holder thereof to any of
the rights of a holder of Common Stock, including without
limitation the right to receive dividends, vote, receive notice
of any meeting of stockholders or otherwise have any right as a
stockholder of the Company.
Section 3.02. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence
reasonably satisfactory to it of the ownership of and the loss,
theft, destruction or mutilation of any Warrant Certificate and
of indemnity reasonably satisfactory to it and in the case of
mutilation, upon surrender thereof to the Warrant Agent for
cancellation, then, in the absence of notice to the Company or
the Warrant Agent that such Warrant Certificate has been
acquired by a bona fide purchaser, the Company shall execute,
and an authorized officer of the Warrant Agent shall manually
countersign and deliver, in exchange for or in lieu of the
lost, stolen, destroyed or mutilated Warrant Certificate, a new
Warrant Certificate of the same tenor and evidencing a like
number of Warrants. Upon the issuance of any new Warrant
Certificate under this Section, the Company may require payment
of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent)
in connection therewith. Every substitute Warrant Certificate
executed and delivered pursuant to this Section in lieu of any
lost, stolen or destroyed Warrant Certificate shall represent
an additional contractual obligation of the Company, whether or
not the lost, stolen or destroyed Warrant Certificate shall be
at any time enforceable by anyone, and shall be entitled to the
benefits of this Agreement equally and proportionately with any
and all other Warrant Certificates duly executed and delivered
hereunder. The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement of mutilated, lost,
stolen or destroyed Warrant Certificates.
Section 3.03. Holder of Warrant Certificate May Enforce
Rights. Notwithstanding any of the provisions of this
Agreement, any holder of a Warrant Certificate, without the
consent of the Warrant Agent, the holder of any Warrant or the
holder of any other Warrant Certificate, may in his own behalf
and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company
suitable to enforce or otherwise in respect of his right to
exercise the Warrants evidenced by his Warrant Certificate in
the manner provided in his Warrant Certificate and in this
Agreement.
ARTICLE IV.
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.
Section 4.01. Exchange and Transfer of Warrant Certificates.
Upon surrender at the office or agency maintained for such
purpose, which initially will be the office or agency of the
Warrant Agent in New York, New York or Providence, Rhode
Island, Warrant Certificates evidencing Warrants may be
exchanged in compliance with applicable securities regulations
for Warrant Certificates in other denominations evidencing such
Warrants or the transfer thereof may be registered in whole or
in part; provided that such other Warrant Certificates evidence
the same aggregate number of Warrants as the Warrant
Certificates so surrendered. The Warrant Agent shall keep at
its corporate trust office in Providence, Rhode Island, records
(the "Warrants Register") in which, subject to such reasonable
regulations as it may prescribe, it shall register Warrant
Certificates and exchanges and transfers of outstanding Warrant
Certificates upon surrender of the Warrant Certificates to the
Warrant Agent at either of its corporate trust offices for
exchange or registration of transfer, properly endorsed or
accompanied by appropriate instruments of registration of
transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent. All
Warrants presented for registration of transfer or exchange
shall (if so required by the Company or the Warrant Agent) be
duly endorsed by the registered holder or holders thereof or by
the duly appointed legal representative thereof or by a duly
authorized attorney, such signature to be guaranteed by an
"eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended
(each an "Eligible Guarantor Institution"). No service charge
shall be made for any exchange or registration of transfer of
Warrant Certificates but the Company may require payment of a
sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any
such exchange or registration of transfer. Whenever any
Warrant Certificates are so surrendered for exchange or
registration of transfer, an authorized officer of the Warrant
Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant
Certificates duly authorized and executed by the Company, as so
requested. All Warrant Certificates issued upon any exchange
or registration of transfer of Warrant Certificates shall be
the valid obligations of the Company, evidencing the same
obligations, and entitled to the same benefits under this
Agreement, as the Warrant Certificates surrendered for such
exchange or registration of transfer. The Warrant Agent is
hereby authorized to countersign, in accordance with the
provisions of this Agreement, and deliver the new Warrant
Certificates required pursuant to the provisions of this
Section.
Section 4.02. Treatment of Holders of Warrant Certificates.
The Company and the Warrant Agent may treat the registered
holder of a Warrant Certificate as the absolute owner thereof
for any purpose and as the person entitled to exercise the
rights represented by the Warrants evidenced thereby, any
notice to the contrary notwithstanding.
Section 4.03. Cancellation of Warrant Certificates. Any
Warrant Certificate surrendered for exchange, registration of
transfer or exercise of the Warrants evidenced thereby shall,
if surrendered to the Company, be delivered to the Warrant
Agent and all Warrant Certificates surrendered or so delivered
to the Warrant Agent shall be promptly cancelled by the Warrant
Agent and shall not be reissued and, except as expressly
permitted by this Agreement, no Warrant Certificate shall be
issued hereunder in exchange or in lieu thereof. The Warrant
Agent shall deliver to the Secretary of the Company or his or
her designee from time to time or otherwise dispose of
cancelled Warrant Certificates in a manner satisfactory to the
Company.
ARTICLE V
ADJUSTMENTS.
Section 5.01. Adjustment of Exercise Price. The Exercise
Price shall be subject to adjustment from time to time upon the
happening of certain events as hereinafter described.
5.01 Mandatory Adjustments. The Exercise Price shall be
subject to adjustment as follows:
(a) If the Company shall (i) declare or pay a dividend
on its outstanding Common Stock in shares of Common Stock
or make a distribution to holders of its Common Stock in
shares of Common Stock, (ii) subdivide its outstanding
shares of Common Stock into a greater number of shares of
Common Stock, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common
Stock, or (iv) issue by reclassification of its shares of
Common Stock other securities of the Company, then the
Exercise Price in effect immediately prior thereto shall be
adjusted so that the Holder of any Warrants thereafter
exercised shall be entitled to receive the number and kind
of shares of Common Stock or other securities that the
Holder would have owned or been entitled to receive after
the happening of any of the events described above had such
Warrants been exercised immediately prior to the happening
of such event or any record date with respect thereto. An
adjustment made pursuant to this paragraph 5.01(a) shall
become effective on the date of the dividend payment,
subdivision, combination or issuance retroactive to the
record date with respect thereto, if any, for such event.
Such adjustment shall be made successively.
(b) If the Company shall issue to all holders of its
Common Stock rights, options, warrants or convertible or
exchangeable securities expiring within 60 days containing
the right to subscribe for or purchase shares of Common
Stock at a price per share that is lower than the then
Quoted Price per share (as hereinafter defined) of Common
Stock, then the Exercise Price shall be adjusted in
accordance with the following formula:
(N X P)
AE = E x O + ( M )
O + N
where
AE = the adjusted Exercise Price.
E = the current Exercise Price.
O = the number of shares of Common Stock outstanding on the
record date.
N = the number of additional shares of Common Stock offered.
P = the offering price per share of the additional shares.
M = the Quoted Price per share of Common Stock on the record
date.
The adjustment shall be made successively whenever any such
rights, options, warrants or convertible or exchangeable
securities are issued and shall become effective immediately
after the record date for the determination of shareholders
entitled to receive the rights, options, warrants or
convertible or exchangeable securities. Upon the expiration of
any such rights, options, warrants or convertible or
exchangeable securities, if any thereof shall not have been
exercised, the Exercise Price shall be increased by the amount
of the initial adjustment of the Exercise Price made pursuant
to this Section 5.01(b) in respect of such expired rights,
options, warrants or convertible or exchangeable securities.
For the purposes of this Section 5.01, the "Quoted Price" per
share of Common Stock at any date shall be deemed to be the
average of the daily closing prices for the 20 consecutive
trading days commencing on the 30th trading day prior to the
date in question. The closing price for each day shall be (i)
if the Common Stock is listed or admitted to trading on a
national securities exchange, the closing price on the New York
Stock Exchange Consolidated Tape (or any successor composite
tape reporting transactions on national securities exchanges)
or, if such a composite tape shall not be in use or shall not
report transactions in the Common Stock, the last reported
sales price regular way on the principal national securities
exchange on which the Common Stock is listed or admitted to
trading (which shall be the national securities exchange on
which the greatest number of shares of Common Stock has been
traded during such 20 consecutive trading days), or, if there
is no transaction on any such day in any such situation, the
mean of the bid and asked prices on such day, or (ii) if the
Common Stock is not listed or admitted to trading on any such
exchange, the closing price, if reported, or, if the closing
price is not reported, the average of the closing bid and asked
prices as reported by NASDAQ, or (iii) if bid and asked prices
for the Common Stock on each such day shall not have been
reported through NASDAQ, the average of the bid and asked
prices for such date as furnished by any three New York Stock
Exchange member firms regularly making a market in the Common
Stock and not affiliated with the Company selected for such
purpose by the Board of Directors of the Company, or (iv) if no
such quotations are available, the fair market value of the
Common Stock as determined by a New York Stock Exchange member
firm regularly making a market in the Common Stock selected for
such purpose by such Board.
(c) If the Company shall distribute to all holders of its
outstanding Common Stock any shares of capital stock of the
Company (other than Common Stock) or evidences of indebtedness
or assets (excluding ordinary cash dividends, other cash
distributions from current or retained earnings and dividends
or distributions referred to in Sections 5.01(a) and (b)) or
rights or warrants to subscribe for or purchase any of its
securities (excluding those referred to in Section 5.01(b)
above) (any of the foregoing being hereinafter in this Section
5.01(c) called the "Securities or Assets"), then in each such
case, unless the Company elects to reserve shares or other
units of such Securities or Assets for distribution to each
holder of a Warrant upon the exercise of the Warrants so that
such holder will receive upon such exercise, in addition to the
shares of the Common Stock to which such holder is entitled,
the amount and kind of such Securities or Assets which such
holder would have received if such holder had, immediately
prior to the record date for the distribution of the Securities
or Assets, exercised the Warrants and received Common Stock,
the Exercise Price shall be adjusted so that the same shall
equal the price determined by multiplying the Exercise Price in
effect immediately prior to the date of such distribution by a
fraction, the numerator of which shall be the Quoted Price per
share of the Common Stock on the record date mentioned below
less the then fair market value (as determined in good faith by
the Board of Directors of the Company), of the portion of the
Securities or Assets so distributed or of such rights or
warrants applicable to one share of Common Stock, and the
denominator of which shall be the Quoted Price per share of the
Common Stock on such record date; provided, however, that if
the then fair market value (as so determined) of the portion of
the Securities or Assets so distributed applicable to one share
of Common Stock equals or exceeds the Quoted Price per share of
the Common Stock on the record date mentioned above, in lieu of
the foregoing adjustment, adequate provision shall be made so
that the holder of the Warrants shall have the right to receive
the amount and kind of Securities and Assets such holder would
have received had such holder exercised each such Warrant
immediately prior to the record date for the distribution of
the Securities or Assets. Such adjustment shall become
effective immediately after the record date for the
determination of shareholders entitled to receive such
distribution.
(d) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of
at least 1% of such price. All calculations under this
Section 5.01 shall be made to the nearest one-hundredth of a
cent or to the nearest one-hundredth of a share, as the case
may be.
(e) If the Company shall be a party to any transaction,
including without limitation a merger, consolidation, sale of
all or substantially all of the Corporation's assets,
liquidation or recapitalization of the Common Stock (each of
the foregoing being referred to as a "Transaction"), in each
case (except in the case of a Common Stock Fundamental Change
(as hereinafter defined)) as a result of which shares of Common
Stock shall be converted into the right to receive stock,
securities or other property (including cash or any combination
thereof), each Warrant shall thereafter be exercisable into the
kind and amount of shares of stock and other securities and
property receivable (including cash) upon the consummation of
such Transaction by a holder of that number of shares of Common
Stock issuable upon the exercise of one Warrant immediately
prior to such Transaction. The Company shall not be a party to
any Transaction unless the terms of such Transaction are
consistent with the provisions of this Section 5.01(e) and it
shall not consent or agree to the occurrence of any Transaction
until the Company has entered into an agreement with the
successor or purchasing entity, as the case may be, for the
benefit of the holders of the Warrants, which shall contain
provisions enabling the holders of the Warrants to exercise
such Warrants for the consideration received by holders of
Common Stock at the Exercise Price immediately after such
Transaction. The provisions of this Section 5.01(e) shall
similarly apply to successive Transactions.
(f) In the event of a Common Stock Fundamental Change, each
Warrant shall be exercisable into common stock of the kind
received by holders of Common Stock as the result of such
Common Stock Fundamental Change. The Exercise Price
immediately following such Common Stock Fundamental Change
shall be the Exercise Price in effect immediately prior to such
Common Stock Fundamental Change multiplied by a fraction, the
numerator of which is the Purchaser Stock Price (as hereinafter
defined) and the denominator of which is the Applicable Price
(as hereinafter defined). The Company shall not consent or
agree to the occurrence of any Common Stock Fundamental Change
until the Company has entered into an agreement with the
successor or purchasing entity, as the case may be, for the
benefit of the holders of the Warrants which shall contain
provisions enabling the holders of the Warrants to exercise
such Warrants for the consideration received by holders of
Common Stock at the Exercise Price immediately after such
Common Stock Fundamental Change. The provisions of this
Section 5.01(f) shall similarly apply to successive Common
Stock Fundamental Changes.
(g) As used herein:
<PAGE>
(i) The term "Applicable Price" means the Quoted Price
for one share of the Common Stock on the record date for
the determination of the holders of Common Stock entitled
to receive common stock in connection with such Common
Stock Fundamental Change, or, if there is no such record
date, on the date upon which the holders of Common Stock
shall have the right to receive such common stock.
(ii) The term "Common Stock Fundamental Change" shall
mean the occurrence of any transaction or event in
connection with which all or substantially all the Common
Stock shall be exchanged for, converted into, acquired for
or shall constitute solely the right to receive common
stock that, for the ten consecutive trading days
immediately prior to such Common Stock Fundamental Change,
has been admitted for listing on a national securities
exchange or quoted on the National Market System of NASDAQ
(whether by means of an exchange offer, liquidation, tender
offer, consolidation, merger, combination,
reclassification, recapitalization or otherwise).
(iii) The term "Purchaser Stock Price" shall mean, with
respect to any Common Stock Fundamental Change, the Quoted
Price for one share of the common stock received by holders
of Common Stock in such Common Stock Fundamental Change
(determined as if the definition of Quoted Price contained
in this Agreement were applicable to such common stock) on
the record date for the determination of the holders of
Common Stock entitled to receive such common stock or, if
there is no such record date, on the date upon which the
holders of Common Stock shall have the right to receive
such common stock.
(h) For the purposes of this Section 5.01, the term "shares
of Common Stock" shall mean (i) the class of stock designated
as the Common Stock of the Company at the date hereof or (ii)
any other class of stock resulting from successive changes or
reclassifications of such shares consisting solely of changes
in par value, or from no par value to par value. If at any
time, as a result of an adjustment made pursuant to Sections
5.01(a), (c), (e) or (f) the Holder shall become entitled to
receive any securities other than shares of Common Stock,
thereafter the number of such other securities so issuable upon
the exercise of the Warrants shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent
as practicable to the provisions with respect to the Rights
contained in this Section 5.01.
(i) Notwithstanding the foregoing, in any case which this
Section 5.01 provides that an adjustment shall become effective
immediately after a record date for an event, the Company may
defer until the occurrence of such event (i) issuing to the
holder of any Warrant exercised after such record date and
before the occurrence of such event the additional shares of
Common Stock issuable upon such conversion before giving effect
to such adjustment and (ii) paying to such holder any amount in
cash by company check in lieu of any fraction pursuant to
Section 2.03.
(j) If the Company shall take any action affecting the
Common Stock, other than action described in this Section 5.01,
which in the opinion of the Board of Directors of the Company
would materially adversely affect the exercise rights of the
holders of the Warrants, the Exercise Price for the Warrants
may be adjusted, to the extent permitted by law, in such
manner, if any, and at such time, as such Board may determine
in good faith to be equitable in the circumstances. Failure of
the Board of Directors of the Company to provide for any such
adjustment prior to the effective date of any such action by
the Company affecting the Common Stock shall be evidence that
the Board of Directors of the Company has determined that it is
equitable to make no adjustments in the circumstances.
Section 5.02. Notice of Adjustment. Whenever the Exercise
Price is adjusted as herein provided, the Chief Financial
Officer of the Company shall compute the adjusted Exercise
Price in accordance with the foregoing provisions and shall
prepare a certificate setting forth such adjusted Exercise
Price and showing in reasonable detail the facts upon which
such adjustment is based. A copy of such certificate shall be
filed promptly with the Warrant Agent. Promptly after delivery
of such certificate, the Company shall prepare a notice of such
adjustment of the Exercise Price setting forth the adjusted
Exercise Price and the date on which such adjustment becomes
effective and shall mail, or cause the Warrant Agent to mail at
the Company's expense, such notice of such adjustment of the
Exercise Price to each holder of a Warrant at his last address
as shown on the Warrants Register.
Section 5.03. No Adjustment for Dividends. Except as
provided in Section 5.01 hereof, no adjustment in respect of
any dividends or other payments or distributions made to
holders of securities issuable upon exercise of Warrants shall
be made during the term of a Warrant or upon the exercise of a
Warrant.
Section 5.04. Statement on Warrants Certificate.
Irrespective of any adjustments in the number or kind of
securities purchasable upon the exercise of the Warrants or the
Exercise Price, any Warrant Certificate theretofore or
thereafter issued may continue to express the same price and
number and kind of shares as are stated in the Warrant
Certificate initially issuable pursuant to this Agreement.
Section 5.05. Warrant Agent's Adjustment Disclaimer. The
Warrant Agent has no duty to determine when an adjustment under
this Article V should be made, how it should be made or what it
should be. The Warrant Agent shall not be accountable for and
makes no representation as to the validity or value of any
securities or assets issued upon exercise of Warrants. The
Warrant Agent shall not be responsible for the Company's
failure to comply with this Article V.
ARTICLE VI.
CONCERNING THE WARRANT AGENT.
Section 6.01. Warrant Agent. The Company hereby appoints
Fleet National Bank as Warrant Agent of the Company in respect
of the Warrants and the Warrant Certificates upon the terms and
subject to the conditions herein set forth, and Fleet National
Bank hereby accepts such appointment. The Warrant Agent shall
have the powers and authority granted to and conferred upon it
in the Warrant Certificates and in this Agreement and such
further powers and authority to act on behalf of the Company as
the Company may hereafter grant to or confer upon it. All of
the terms and provisions with respect to such powers and
authority contained in the Warrant Certificates are subject to
and governed by the terms and provisions hereof.
Section 6.02. Conditions of Warrant Agent's Obligations.
The Warrant Agent accepts its obligations herein set forth upon
the terms and conditions hereof, including the following, to
all of which the Company agrees and to all of which the rights
hereunder of the holders from time to time of the Warrant
Certificates shall be subject:
(a) The Company agrees promptly to pay the Warrant
Agent the compensation to be agreed upon with the
Company for all services rendered by the Warrant Agent
and to reimburse the Warrant Agent for reasonable
out-of-pocket expenses (including counsel fees)
incurred by the Warrant Agent in connection with the
services rendered hereunder by the Warrant Agent. The
Company also agrees to indemnify the Warrant Agent
for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or
bad faith on the part of the Warrant Agent, arising
out of or in connection with its acting as Warrant
Agent hereunder, as well as the costs and expenses of
defending against any claim of such liability. The
obligations of the Company under this Section shall
survive the exercise and the expiration of the Warrant
Certificates and the resignation and removal of the
Warrant Agent.
(b) In acting under this Warrant Agreement and in
connection with the Warrant Certificates, the Warrant
Agent is acting solely as agent of the Company and
does not assume any obligation or relationship of
agency or trust for or with any of the holders of
Warrant Certificates or beneficial owners of Warrants.
(c) The Warrant Agent may consult with counsel
satisfactory to it, and the advice of such counsel
shall be full and complete authorization and
protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in
accordance with the advice of such counsel.
(d) The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action
taken or thing suffered by it in reliance upon any
Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or
document reasonably believed by it to be genuine and
to have been presented or signed by the proper parties.
(e) The Warrant Agent, and its officers, directors
and employees, may become the owner of or acquire any
interest in Warrants, with the same rights that it or
they would have if it were not the Warrant Agent
hereunder, and, to the extent permitted by applicable
law, it or they may engage or be interested in any
financial or other transaction with the Company and
may act on or as depositary, trustee or agent for any
committee or body of holders of Warrants or other
obligations of the Company as freely as if it were not
the Warrant Agent hereunder. Nothing in this
Agreement shall be deemed to prevent the Warrant Agent
from acting in any other capacity for the Company.
(f) The Warrant Agent shall have no liability for
interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement or
of the Warrant Certificates.
(g) The Warrant Agent shall have no liability with
respect to any invalidity of this Agreement or any of
the Warrant Certificates (except as to the Warrant
Agent's countersignature thereon).
(h) The Warrant Agent shall not be responsible for
any of the recitals or representations herein or in
the Warrant Certificates (except as to the Warrant
Agent's countersignature thereon), all of which are
made solely by the Company.
(i) The Warrant Agent shall be obligated to
perform only such duties as are herein and in the
Warrant Certificates specifically set forth and no
implied duties or obligations shall be read into this
Agreement or the Warrant Certificates against the
Warrant Agent. The Warrant Agent shall be under no
obligation to institute any action, suit or legal
proceeding or to take any other action likely to
involve expense unless the Company or one or more
registered holders of Warrant Certificates shall
furnish the Warrant Agent with reasonable security and
indemnity for any costs or expenses which may be
incurred. The Warrant Agent shall not be accountable
or under any duty or responsibility for the use by the
Company of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it
to the Company pursuant to this Agreement or for the
use or application by the Company of the proceeds of
the exercise of any Warrant. The Warrant Agent shall
have no duty or responsibility in case of any default
by the Company in the performance of its covenants or
agreements contained herein or in the Warrant
Certificates or in the case of the receipt of any
written demand from a holder of a Warrant Certificate
with respect to such default, including without
limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided
in Section 7.02, to make any demand upon the Company.
(j) The Warrant Agent is hereby authorized to
obtain from time to time from the present transfer
agent for the Common Stock (the "Transfer Agent"), and
any successor Transfer Agent, stock certificates
required to honor outstanding Warrants. The Company
hereby authorizes its present and any successor
Transfer Agent to comply with all such requests. The
Company will supply such Transfer Agent with duly
executed stock certificates for such purpose and will
provide or otherwise make available any cash which may
be payable as provided in Section 2.03 hereof, and the
Warrant Agent shall not be responsible for any delay
or failure by such Transfer Agent in supplying such
stock certificates.
Section 6.03. Resignation and Appointment of Successor.
(a) The Company agrees, for the benefit of the holders of
the Warrant Certificates, that there shall at all times be a
Warrant Agent hereunder until all the Warrant Certificates are
no longer exercisable.
(b) The Warrant Agent may at any time resign as such agent
by giving written notice to the Company of such intention on
its part, specifying the date on which its desired resignation
shall become effective; provided that such date shall not be
less than three months after the date on which such notice is
given unless the Company otherwise agrees. The Warrant Agent
hereunder may be removed at any time by the filing with it of
an instrument in writing signed by or on behalf of the Company
and specifying such removal and the date when it shall become
effective. Such resignation or removal shall take effect upon
the appointment by the Company, as hereinafter provided, of a
successor Warrant Agent (which shall be a bank or trust company
authorized under the laws of the jurisdiction of its
organization to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent.
The obligation of the Company under Section 6.02(a) shall
continue to the extent set forth therein notwithstanding the
resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall
be adjudged a bankrupt or insolvent, or shall file a petition
seeking relief under the Federal Bankruptcy Code, as now
constituted or hereafter amended, or under any other applicable
Federal or State bankruptcy law or similar law or make an
assignment for the benefit of its creditors or consent to the
appointment of a receiver or custodian of all or any
substantial part of its property, or shall admit in writing its
inability to pay or meet its debts as they mature, or if a
receiver or custodian of it or of all or any substantial part
of its property shall be appointed, or if an order of any court
shall be entered for relief against it under the provisions of
the Federal Bankruptcy Code, as now constituted or hereafter
amended, or under any other applicable Federal or State
bankruptcy or similar law, or if any public officer shall have
taken charge or control of the Warrant Agent or of its property
or affairs, for the purpose of rehabilitation, conservation or
liquidation, a successor Warrant Agent qualified as aforesaid
(which may be an affiliate of the Company) shall be appointed
by the Company, by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of
a successor Warrant Agent, and acceptance by the successor
Warrant Agent of such appointment, the Warrant Agent shall
cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the
Company an instrument accepting such appointment hereunder, and
thereupon such successor Warrant Agent, without any further
act, deed or conveyance, shall become vested with all the
authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if
originally named as Warrant Agent hereunder, and such
predecessor, upon payment of its charges and disbursements then
unpaid shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be
entitled to receive all monies, securities and other property
on deposit with or held by such predecessor, as Warrant Agent
hereunder.
(e) Any corporation or bank into which the Warrant Agent
hereunder may be merged or converted or any corporation or bank
with which the Warrant Agent may be consolidated, or any
corporation or bank resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or
any corporation or bank to which the Warrant Agent shall sell
or otherwise transfer all or substantially all the assets and
business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent
under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties
hereto.
ARTICLE VII.
MISCELLANEOUS.
Section 7.01. Amendment. This Agreement may be amended by
the parties hereto, without the consent of the holder of any
Warrant Certificate, for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective
provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as
the Company and the Warrant Agent may deem necessary or
desirable; provided, that such action shall not adversely
affect the interests of the holders of the Warrant
Certificates. Any other amendment shall require the consent of
the holders of Warrants representing a majority in number of
the then outstanding Warrants.
Any such modification or amendment will be conclusive and
binding on all present and future holders of Warrant
Certificates whether or not they have consented to such
modification or amendment or waiver and whether or not notation
of such modification or amendment is made upon such Warrant
Certificates. Any instrument given by or on behalf of any
holder of a Warrant Certificate in connection with any consent
to any modification or amendment will be conclusive and binding
on all subsequent holders of such Warrant Certificate.
Section 7.02. Notices and Demands to the Company and Warrant
Agent. If the Warrant Agent shall receive any notice or demand
addressed to the Company by the holder of a Warrant Certificate
pursuant to the provisions of the Warrant Certificates, the
Warrant Agent shall promptly forward such notice or demand to
the Company.
Section 7.03. Addresses. Any communication from the Company
to the Warrant Agent with respect to this Agreement shall be
addressed to Fleet National Bank, 111 Westminster Street,
Providence, Rhode Island, Attention: Shareholder Services and
any communication from the Warrant Agent to the Company with
respect to this Agreement shall be addressed to Fleet Financial
Group, Inc., 50 Kennedy Plaza, Providence, Rhode Island 02903,
Attention: General Counsel (or such other address as shall be
specified in writing by the Warrant Agent or by the Company).
Section 7.04. Applicable Law. The validity, interpretation
and performance of this Agreement and each Warrant Certificate
issued hereunder and of the respective terms and provisions
thereof shall be governed by and construed in accordance with,
the laws of the State of Rhode Island.
Section 7.05. Delivery of Prospectus. The Company will
furnish to the Warrant Agent sufficient copies of a Prospectus
relating to the Common Stock deliverable upon exercise of
Warrants (the "Prospectus"), and the Warrant Agent agrees that
upon the exercise of any Warrant, the Warrant Agent will
deliver a Prospectus to the holder of the Warrant Certificate
evidencing such Warrant, prior to or concurrently with, the
delivery of the Common Stock issued upon such exercise.
Section 7.06. Obtaining of Governmental Approvals. The
Company will from time to time take all action which may be
necessary to obtain and keep effective any and all permits,
consents and approvals of governmental agencies and authorities
and securities acts filings under United States Federal and
State laws (including, without limitation, a registration
statement in respect of the Warrants and Common Stock under the
Securities Act of 1933), which may be or become requisite in
connection with the issuance, sale, transfer, and delivery of
the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer, and delivery of the Common Stock
issued upon exercise of the Warrants or upon the expiration of
the period during which the Warrants are exercisable.
Section 7.07. Persons Having Rights under Warrant Agreement.
Nothing in this Agreement shall give to any person other than
the Company, the Warrant Agent and the holders of the Warrant
Certificates any right, remedy or claim under or by reason of
this Agreement.
Section 7.08. Headings. The descriptive headings of the
several Articles and Sections of this Agreement are inserted
for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
Section 7.09. Counterparts. This Agreement may be executed
in any number of counterparts, each of which as so executed
shall be deemed to be an original, but such counterparts shall
together constitute but one and the same instrument.
Section 7.10. Inspection of Agreement. A copy of this
Agreement shall be available at all reasonable times at the
principal corporate trust office of the Warrant Agent for
inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant
Certificates for inspection by it.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and their respective corporate
seals to be affixed hereunto, and the same to be attested, all
as of the day and year first above written.
Attest: FLEET FINANCIAL GROUP, INC.
By
William C. Mutterperl
Senior Vice President
and General Counsel
Attest: FLEET NATIONAL BANK
By
Rosemarie Pavao
Vice President
<PAGE>
Exhibit A
(FORM OF WARRANT CERTIFICATE)
[Face of Warrant Certificate]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
FLEET FINANCIAL GROUP, INC.
WARRANTS TO PURCHASE
COMMON STOCK, $1.00 PAR VALUE
Void After 5:00 P.M. New York Time on January 26, 2001.
CUSIP NO. 338915 11 9
No. Warrants
This Warrant Certificate certifies that , or
registered assigns, is the registered holder of the number of
Warrants (the "Warrant") to purchase shares of Common Stock,
par value $1.00 per share (the "Common Stock"), of Fleet
Financial Group, Inc., a Rhode Island corporation (the
"Company") set forth above. Each Warrant entitles the holder
to purchase from the Company at any time from 9:00 a.m. New
York City time, on January 27, 1996, to 5:00 p.m., New York
City time, on January 26, 2001, one fully paid and
non-assessable share of Common Stock (a "Share") at the initial
exercise price (the "Exercise Price") of $43.875 upon surrender
of this Warrant Certificate and payment of the Exercise Price
at any office or agency maintained for that purpose by the
Company (each a "Warrant Exercise Office"), subject to the
conditions set forth herein and in the Warrant Agreement. The
Exercise Price shall be payable by certified check or official
bank or bank cashier's check, by wire transfer of immediately
available funds or by such other means as is acceptable to the
Company in the lawful currency of the United States of America
which as of the time of payment is legal tender for payment of
public or private debts. The Exercise Price of, and number of
Shares issuable upon exercise of, the Warrants is subject to
adjustment upon the occurrence of certain events set forth in
the Warrant Agreement.
Any Warrants not exercised on or prior to 5 p.m., New
York City time, on January 26, 2001 shall thereafter be void.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS ON
THE REVERSE HEREOF WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.
This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent.
WITNESS the facsimile seal of the Company and the
facsimile signatures of its duly authorized officers.
Dated:
[SEAL] FLEET FINANCIAL GROUP, INC.
By
Chairman of the Board
and President
Attest:
By
Secretary
Countersigned.
FLEET NATIONAL BANK,
as Warrant Agent
By
Authorized Signature
<PAGE>
(FORM OF WARRANT CERTIFICATE)
[REVERSE]
FLEET FINANCIAL GROUP, INC.
The Warrants evidenced by this Warrant Certificate are
part of a duly authorized issue of Warrants exercisable at any
time after 9:00 a.m., New York City time, on January 27, 1996,
to 5:00 p.m., New York City time, on January 26, 2001, each of
which represents the right to purchase at any time on or prior
to such date one share of Common Stock, par value $1.00 per
share (the "Common Stock"), of the Company. The Warrants are
issued pursuant to a Warrant Agreement, dated as of January 27,
1995 (the "Warrant Agreement"), duly executed and delivered by
the Company to Fleet National Bank, a national banking
association, as Warrant Agent (the "Warrant Agent"), which
Warrant Agreement is hereby incorporated by reference in and
made a part of this instrument and is hereby referred to for a
description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the
Company and the holders (the words "holders" or "holder"
meaning the registered holders or registered holder) of the
Warrants.
Subject to the provisions of the Warrant Agreement, the
holder of each Warrant shall have the right to purchase from
the Company (and the Company shall issue and sell to such
holder of the Warrant), at any time on any Business Day (as
defined below) after 9:00 a.m., New York City time on January
27, 1996 until 5:00 p.m., New York City time, on January 26,
2001, one (or such other number as may result from adjustment
as provided in the Warrant Agreement) fully paid and
non-assessable share of Common Stock (and any other securities
or property purchasable upon exercise of such Warrant at the
time of such exercise as provided in the Warrant Agreement) at
the Exercise Price. Warrants may be exercised by (i)
surrendering at any Warrant Exercise Office this Warrant
Certificate with the form of Election to Exercise set forth
hereon duly completed and executed and (ii) paying in full the
Exercise Price for each such Warrant exercised and any other
amounts required to be paid pursuant to the Warrant Agreement.
If all of the items referred to in the last sentence of
the preceding paragraph are received by the Warrant Agent at or
prior to 2:00 p.m., New York City time, on a Business Day, the
exercise of the Warrant to which such items relate will be
effective on such Business Day. If any items referred to in
the last sentence of the preceding paragraph are received after
2:00 pm., New York City time, on a Business Day, the exercise
of the Warrants to which such item relates will be effective on
the next succeeding Business Day. Notwithstanding the
foregoing, in the case of an exercise of Warrants on January
26, 2001, (the "Expiration Date"), if all of the items referred
to in the last sentence of the preceding paragraph are received
by the Warrant Agent at or prior to 5:00 p.m., New York City
time, on such Expiration Date, the exercise of the Warrants to
which such items relate will be effective on the Expiration
Date. The date on which the exercise of the Warrants shall
become effective is hereinafter referred to as the "Exercise
Date".
As soon as practicable after the exercise of any Warrant
or Warrants, the Company shall issue or cause to be issued to
or upon the written order of the registered holder of this
Warrant Certificate, a certificate or certificates evidencing
the Common Stock to which such holder is entitled, in fully
registered form, registered in such name or names as may be
directed by such holder pursuant to the Election to Exercise as
set forth on the reverse of this Warrant Certificate. Such
certificate or certificates evidencing the Common Stock shall
be deemed to have been issued and any persons who are
designated to be named therein shall be deemed to have become
the holder of record of such Common Stock as of the close of
business on the Exercise Date.
The Company will not be required to issue fractional
shares of Common Stock upon exercise of the Warrants or
distribute Share certificates that evidence fractional shares
of Common Stock. In lieu of fractional shares of Common Stock,
there shall be paid by the Company to the registered holder of
this Warrant Certificate at the time such Warrant Certificate
is exercised an amount in cash payable by company check equal
to the closing sales price of the Common Stock on the New York
Stock Exchange (or if not so listed, another equivalent means
reasonably determined by the Company) on the Business Day
immediately preceding the Exercise Date, multiplied by such
fraction.
Upon surrender at the office or agency maintained for
such purpose, which initially will be the office or agency of
the Warrant Agent in New York, New York or Providence, Rhode
Island, Warrant Certificates evidencing Warrants may be
exchanged for Warrant Certificates in other denominations
evidencing such Warrants or the transfer thereof may be
registered in whole or in part; provided that such other
Warrant Certificates evidence the same aggregate number of
Warrants as the Warrant Certificates so surrendered, without
charge except for any stamp or other tax or other governmental
charge that may be imposed in connection with any such exchange
or registration of transfer.
The Company and the Warrant Agent may treat the
registered holder hereof as the absolute owner of this Warrant
Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone) for any purpose and as the
person entitled to exercise the Warrants, any notice to the
contrary notwithstanding.
The term "Business Day" shall mean any day on which (i)
banks in New York, New York and Providence, Rhode Island and
(ii) the principal national securities exchange or market on
which the Common Stock or the Warrants are listed or admitted
to trading, are open for business.
THIS WARRANT CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF RHODE ISLAND.
<PAGE>
(FORM OF ELECTION TO EXERCISE)
(To be executed upon exercise of Warrants)
The undersigned hereby irrevocably elects to exercise
of the Warrants represented by this Warrant Certificate
and purchase the whole number of Shares issuable upon exercise
of such Warrants and herewith tenders payment for such Shares
in the amount of $ by certified or official bank or bank
cashier's check, by wire transfer of immediately available
funds or a combination thereof) in accordance with the terms
hereof. The undersigned requests that a certificate
representing such Shares be registered and delivered as follows:
Name
Address
Delivery Address (if different)
Any cash payments to be paid in lieu of a fractional Share
should be made payableand delivered as follows:
Name
Address
Delivery Address (if different)
If such number of Shares is less than the aggregate number of
Shares purchasable hereunder, the undersigned requests that
a new Warrant Certificate representing the balance of such
Shares be registered and delivered as follows:
Name (and Social Security or other taxpayer identification
number if different from Holder)
Address
Delivery Address (if different)
Social Security or other Taxpayer
Identification Number of Holder
Signature
Note: The above signature must correspond with the name as
written upon the face of this Warrant Certificate in every
particular, without alteration or enlargement or any change
whatsoever. If the certificate representing the Shares or
any Warrant Certificate representing Warrants not exercised
is to be registered in a name other than that in which this
Warrant Certificate is registered, the signature of the
holder hereof must be guaranteed.
SIGNATURE GUARANTEED:
(FORM OF ASSIGNMENT)
For value received hereby sells, assigns
and transfers unto the within Warrant
Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
attorney, to transfer said Warrant
Certificate on the books of the within-named Company, with full
power of substitution in the premises.
Dated , l9
Signature:
Note: The above signature must
correspond with the name as
written upon the face of this
Warrant Certificate in every
particular, without
alteration or enlargement or
any change whatever.
Social Security or Other Taxpayer
Identification Numbers of Assignee
Signature Guaranteed:
