Registration No. 33-
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 Kennedy Plaza, Providence, RI 02903
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(Address of Principal Executive Offices (Zip Code)
Fleet Financial Group, Inc.
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1995 Restricted Stock Plan
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(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
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(Name and address of agent for service)
(401) 278-5880
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(Telephone number, including area code, of agent for service)
with a copy to:
Joanne H. Marcoux, Group Senior Counsel
Fleet Financial Group, Inc., 50 Kennedy Plaza
Providence, RI 02903
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Calculation of Registration Fee
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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 250,000 $37.07 $9,267,500 $3,196
$1.00 par shares
value (1)
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(1) Including preferred share purchase rights.
* Pursuant to Rule 457(c) and (h)(1), the registration fee is based on the
average of the high and low prices of the Company's Common Stock reported
on the New York Stock Exchange on August 31, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant are incorporated in this Registration
Statement by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by a Form 10-K/A dated April 28, 1995.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995
and June 30, 1995.
3. Current Reports on Form 8-K dated January 18, 1995, January 27, 1995,
February 20, 1995, February 21, 1995, April 13, 1995, May 11, 1995, May 17,
1995, June 21, 1995, August 11, 1995 and August 23, 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, (as
amended by an Amendment to Application or Report on Form 8-A dated September 6,
1991 and a Form 8-A/A dated March 17, 1995).
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Registration 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, as amended (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
<PAGE>
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock, including the associated preferred
share purchase rights, offered hereby has been passed upon for the Registrant by
Edwards & Angell, 2700 Hospital Trust Tower, Providence, Rhode Island 02903. V.
Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet National
Bank, Fleet Bank of Massachusetts, National Association and Fleet Bank,
National Association, each wholly-owned subsidiaries of the Registrant, and
beneficially owns 4,052 shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
The Registrant's By-Laws provide for indemnification to the extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law.
Such section, as adopted by the By-Laws, requires the Registrant to indemnify
directors, officers, employees or agents against judgments, fines, reasonable
costs, expenses and counsel fees paid or incurred in connection with any
proceeding to which such director, officer, employee or agent or his legal
representative may be a party (or for testifying when not a party) by reason of
his being a director, officer, employee or agent, provided that such
director, officer, employee or agent shall have acted in good faith and shall
have reasonably believed (a) if he was acting in his official capacity that his
conduct was in the Registrant's best interests, (b) in all other cases that his
conduct was at least not opposed to its best interest, and (c) in the case of
any criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. The Registrant's By-Laws provide that such rights to indemnification
are contract rights and that the expenses incurred by an indemnified person
shall be paid in advance of a final disposition of any proceeding; provided,
however, that if required under applicable law, such person must deliver a
written affirmation that he has met the standards of care required under such
provisions to be entitled to indemnification and provide an undertaking by or on
behalf of such person to repay all amounts advanced if it is ultimately
determined that such person is not entitled to indemnification. With respect to
possible indemnification of directors, officers and controlling persons of the
Registrant for liabilities arising under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to such provisions, the Registrant is aware
that the Commission has publicly taken the position that such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 -- Fleet Financial Group, Inc. 1995 Restricted Stock Plan
5 -- Opinion of Counsel Re: legality
23(a) -- Consent of KPMG Peat Marwick LLP
23(b) -- Consent of Edwards & Angell (included in Exhibit 5)
24 -- Powers of Attorney (included on signature pages to this
Registration Statement)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
(2) That for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration
<PAGE>
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES AND AMENDMENTS
Each person whose signature appears below hereby constitutes and appoints
the Chairman and President, any Vice Chairman, the Executive Vice President and
Chief Financial Officer or the Secretary of the Registrant, or any one of them,
acting alone, as his true and lawful attorney-in-fact, with full power and
authority to execute in the name, place and stead of each such person in any and
all capacities and to file, an amendment or amendments to the Registration
Statement (and all exhibits thereto) and any documents relating thereto, which
amendment may make such changes in the Registration Statement as said officer
or officers so acting deem(s) advisable.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Providence, State of Rhode Island on September 6,
1995.
FLEET FINANCIAL GROUP, INC.
By /s/ Terrence Murray
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Terrence Murray
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 6, 1995.
/s/ Terrence Murray Chairman, President and Chief
------------------------ Executive Officer
Terrence Murray
/s/ Eugene M. McQuade Executive Vice President and
------------------------ Chief Financial Officer
Eugene M. McQuade
/s/ William Barnet, III Director
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William Barnet, III
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/s/ Bradford R. Boss Director
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Bradford R. Boss
/s/ Paul J. Choquette Director
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Paul J. Choquette
/s/ James F. Hardymon Director
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James F. Hardymon
Director
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Robert M. Kavner
/s/ Layfayette Keeney Director
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Lafayette Keeney
/s/ Raymond C. Kennedy Director
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Raymond C. Kennedy
/s/ Arthur C. Milot Director
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Arthur C. Milot
/s/ Ruth R. McMullin Director
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Ruth R. McMullin
/s/ Thomas D. O'Connor Director
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Thomas D. O'Connor
/s/ Michael B. Picotte Director
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Michael B. Picotte
/s/ John A. Reeves Director
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John A. Reeves
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/s/ John R. Riedman Director
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John R. Riedman
/s/ John S. Scott Director
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John S. Scott
EXHIBIT 4
FLEET FINANCIAL GROUP, INC.
1995 RESTRICTED STOCK PLAN
1. Purpose
The purpose of the 1995 Restricted Stock Plan is to promote the interests of
the Corporation and its Subsidiaries by providing long-term incentive awards and
stock ownership opportunities to certain executive officers and other key
employees in order to: (i) support the execution of the Corporation's business
and human resources strategies and the achievement of its goals and (ii)
associate the interests of such officers and employees with those of the
Corporation's stockholders.
2. Definitions
The following terms shall have the meanings described below when used in the
Plan:
"Board" shall mean the Board of Directors of the Corporation.
"Change of Control" shall have the meaning specified in Section 7.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" shall mean the Human Resources and Planning Committee of the
Board, or such other committee of the Board which shall succeed to the functions
and responsibilities, in whole or in part, of said Human Resources and Planning
Committee.
"Common Stock" shall mean the common stock of the Corporation, par value
$1.00 per share.
"Corporation" shall mean Fleet Financial Group, Inc.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Fair Market Value" shall mean the average of the high and low quoted
selling prices for shares of Common Stock as reported on the New York Stock
Exchange Composite Transactions Tape on the relevant valuation date or, if there
were no Common Stock transactions on the valuation date, on the next preceding
date on which there were Common Stock transactions; provided, however, that the
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Committee may specify such other definition of Fair Market Value as the
Committee shall deem appropriate.
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"Participant" shall mean an eligible employee who has been granted a
Restricted Stock Award under the Plan.
"Plan" shall mean this Fleet Financial Group, Inc. 1995 Restricted Stock
Plan.
"Restricted Period" shall have the meaning specified in Section 6(b).
"Restricted Stock" shall have the meaning specified in Section 6(a).
"Restricted Stock Award" shall mean an award granted under Section 6.
"Restricted Stock Agreement" shall have the meaning specified in Section
6(a).
"Subsidiary" shall mean any corporation, whether domestic or foreign, in
which the Corporation has or obtains, directly or indirectly, 50% or more of the
total combined voting power of all classes of stock. If an entity ceases to be
a Subsidiary, each employee of that entity shall no longer be deemed employed by
the Corporation or a Subsidiary under the Plan (unless the employee continues to
be employed by the Corporation or another entity which is a Subsidiary).
3. Administration and Interpretation
(a) Administration. The administration and operation of the Plan shall
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be vested in the Committee. The Committee shall have full power and
authority, consistent with the provisions of the Plan and subject to
such orders or resolutions as may from time to time be issued or adopted
by the Board, to determine the provisions of the Restricted Stock Awards
to be granted under the Plan, to interpret the Plan and any Restricted
Stock Award granted under the Plan, to adopt, amend and rescind rules
and regulations for the administration of the Plan and the Restricted
Stock Awards granted under the Plan, and to make all determinations in
connection therewith which may be necessary or advisable. The Committee
at any time may designate one or more officers of the Corporation to act
in place of the Committee in make any determination or taking any action
under the Plan. The routine day-to-day administration of the Plan shall
be carried out by officers and employees of the Corporation's Human
Resources Department or such other department which shall succeed to the
functions and responsibilities, in whole or in part, of said Human
Resources Department or such other department which shall succeed to the
functions and responsibilities, in whole or in part, of said Human
Resources Department.
(b) Interpretation. The interpretation and construction by the
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Committee (or by such officers designated by the Committee pursuant to
Subsection 3(a)) of any provisions of the Plan, any orders of the Board, or
any award granted under the Plan shall be within the absolute discretion of
the Committee (or its designee(s)), and any determination by the
Committee (or its designee(s)) of any
<PAGE>
provision of the Plan, any orders of the Board, or any award shall be
final, conclusive and binding.
(c) Limitation on Liability. Neither the Board nor the Committee, nor
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any member of either (nor any officer or employee designated by the
Committee pursuant to Section 3(a)) shall be liable for any act, omission,
interpretation, construction or determination made in connection with the
Plan in good faith, and shall be entitled to indemnification and
reimbursement by the Corporation in respect of any claim, loss, damage
or expense (including counsel fees) arising therefrom to the full extent
permitted under the Corporation's Restated Articles of Incorporation and
By-Laws and under any directors and officers liability insurance coverage
which may be in effect from time to time.
4. Shares Subject to Restricted Stock Awards under the Plan
(a) Limitation on Number of Shares. Shares of Common Stock subject to
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the provisions of this Plan shall be either shares of authorized but
unissued Common Stock or shares of Common Stock held as treasury stock.
The total number of shares of Common Stock available for grants of
Restricted Stock Awards shall not exceed 250,000. If any Restricted
Stock granted under the Plan is forfeited or terminated for any reason
prior to the end of the period during which Restricted Stock Awards may
be issued under this Plan, the shares of Common Stock allocable to the
forfeited or terminated portion of such Restricted Stock Award may again
be available for other Restricted Stock Awards to the same Participant or
other eligible employees under this Plan.
(b) Adjustments of Number of Shares. The number of shares available for
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grants of Restricted Stock Awards as provided in Section 4(a) shall be
subject to appropriate adjustment, from time to time, in accordance with the
provisions of Section 8. In the event of a change in the Common Stock
resulting from (i) a change in the designation thereof to "Capital Stock" or
other similar designation, (ii) a change in the par value thereof, or (iii)
a change from par value to no par value, in each case without any increase
or decrease in the number of issued shares, the shares resulting from any
such change shall be deemed to be Common Stock within the meaning of the
Plan.
5. Eligibility
The individuals who shall be eligible to receive Restricted Stock Awards
shall be such salaried officers and key employees of the Corporation, or of any
Subsidiary, as the Committee from time to time shall determine; provided that
any such Restricted Stock Award hereunder shall be made on a basis consistent
with, if appropriate, the accounting rules applicable to pooling of interests
transactions; and provided, further,
<PAGE>
that in the case of any Restricted Stock Awards made to any officer of the
Corporation, such awards shall be made only to officers not previously employed
by the Corporation as an inducement essential to such officer becoming employed
by the Corporation and on a basis consistent with such other rules promulgated
by the New York Stock Exchange with respect to stock awards to officers under
plans or arrangements not approved by the stockholders of the issuing company.
Directors of the Corporation shall not be eligible to receive awards under this
Plan.
6. Restricted Stock Awards
(a) Grant of Restricted Stock Awards. Subject to the limitations of the
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Plan, the Committee may, after such consultation with and consideration of
the recommendations of management as the Committee considers desirable,
select from eligible employees those Participants to be granted Restricted
Stock Awards and determine the time when each award shall be granted, the
vesting date or vesting dates for each award, the time or times as of which
vested awards shall be paid, the number of shares of Common Stock subject
to each award and such other terms and conditions consistent with the
purposes of the Plan as the Committee may deem advisable. The Common Stock
subject to the Restricted Stock Awards ("Restricted Stock") shall be
evidenced by a stock certificate of the Corporation, registered in the name
of the Participant, and accompanied by an agreement in such form as the
Committee shall prescribe from time to time in accordance with the Plan
("Restricted Stock Agreement"). Restricted Stock Awards may be amended or
supplemented from time to time as approved by the Committee, provided that
the terms of such awards after being amended or supplemented conform to the
terms of the Plan.
(b) Restrictions. Restricted Stock may not be sold, exchanged,
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assigned, transferred, pledged, hypothecated or otherwise encumbered or
disposed of, except by will or the laws of decent and distribution, for such
period as the Committee shall determine, beginning on the date on which
the award is granted (the "Restricted Period"). The Committee also may
impose such other restrictions and conditions on the shares of Restricted
Stock or the release of the restrictions thereon as it deems appropriate.
In determining the Restricted Period of an award, the Committee may provide
that the foregoing restrictions shall lapse with respect to specified
percentages of the Restricted Stock shares on successive anniversaries of
the date of such award and/or upon satisfaction of such other restrictions
and conditions on the shares or the release of the restrictions thereon as
may be specified by the Committee. The remaining shares of Restricted Stock
issued with respect to such award, if any, shall either be canceled or, if
appropriate under the terms of the award applicable to such shares, shall
continue to be subject to the restrictions, terms and conditions set by the
Committee at the time of the award. The stock certificate evidencing
Restricted Stock shall (i) bear an appropriate legend referring to such
restrictions, and any attempt to dispose of such shares of Restricted Stock
in
<PAGE>
contravention of such restrictions shall be null and void and without
effect, and (ii) be held by the Corporation during the Restricted Period and
until any additional restrictions or conditions are satisfied. Any new,
additional or different securities that a Participant may become entitled to
receive with respect to any shares of Restricted Stock by virtue of a stock
dividend, stock split, recapitalization, reorganization, merger,
consolidation, split-up, or any similar change affecting the Common Stock
shall be subject to the same restrictions, terms and conditions as apply to
such shares of Restricted Stock. After the satisfaction of the terms and
conditions and lapse of all restrictions set by the Committee at the time of
a Restricted Stock Award, a new certificate, without the legend referred to
above, for the number of shares which are no longer subject to such
restrictions, terms and conditions shall be delivered to the Participant.
(c) Death, Disability, and Termination of Employment. If a
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Participant's continuous employment by the Corporation or any of its
Subsidiaries shall terminate by reason of death, or the Participant becomes
disabled as determined pursuant to the applicable provisions of the plans of
the Corporation regarding disability, the Restricted Period shall be deemed
to lapse as of the date of death or disability on that portion of the
Restricted Stock Award which equals the portion of the Restricted Period
measured in full or partial months completed before the date of death or
disability. In the event of restrictions lapsing on specified percentages
of the award over a period of time, that portion of the Restricted Stock
Award which has not had the Restricted Period theretofore lapse shall be
forfeited.
Except as otherwise may be provided in a Participant's Restricted
Stock Agreement, if the Participant's continuous employment with the
Corporation or any of its Subsidiaries shall terminate for any reason other
than death or disability prior to the expiration of the Restricted Period
of an award, or if any other conditions established by the Committee are not
met, any shares remaining subject to restrictions (after taking into account
Subsection (e) of this Section 6 and Section 7) shall thereupon be forfeited
by the Participant and transferred to, and reacquired by, the Corporation at
no cost to the Corporation or Subsidiary. In such event, the Participant,
or in the event of his death, his personal representative, shall forthwith
deliver to the Secretary of the Corporation such instruments of transfer, if
any, as may reasonably be required by the Secretary of the Corporation.
Whether an authorized leave of absence or absence on military or government
service or for other reasons shall constitute termination of employment
for purposes of the Restricted Stock Award shall be determined by the
Committee in accordance with applicable law, which determination shall be
final and conclusive.
(d) Rights as a Stockholder. Upon receipt by a Participant of a
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Restricted Stock Award, the Participant shall possess all incidents of
ownership of the Restricted Stock subject to such award (subject to
Subsection (b) of this Section
<PAGE>
6), including the right to receive or reinvest dividends with respect to
such Restricted Stock and to vote such Restricted Stock, except that the
Participant shall not be entitled to delivery of a stock certificate
evidencing the Restricted Stock until the Restricted Period has lapsed and
any additional restrictions or conditions are satisfied.
(e) Termination of Restrictions by Committee. The Committee shall have the
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authority (and the Restricted Stock Agreement may so provide) to cancel all
or any portion of any outstanding restrictions with respect to any or all of
the Restricted Stock granted to a Participant hereunder on such terms and
conditions as the Committee may deem appropriate.
(f) Cash Payment. In the Committee's sole discretion, a Restricted Stock
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Agreement may provide for a cash payment to a Participant in an amount equal
to the Fair Market Value of any Restricted Stock that may be forfeited in
connection with the termination of a Participant's continuous employment by
the Corporation or a Subsidiary.
7. Change of Control
(a) Notwithstanding anything contained in this Plan or any Restricted
Stock Agreement to the contrary, in the event of a change of control (as
defined in Subsection (c) below), or an offer to effect a change of control,
of the Corporation, each Restricted Stock Award shall (unless the Committee
determines otherwise in its sole discretion) immediately be fully vested and
nonforfeitable and all shares of Restricted Stock shall be delivered to the
Participant.
(b) Any determination by the Committee made pursuant to this Section 7 may
be made as to all outstanding Restricted Stock Awards or only as to certain
Restricted Stock Awards specified by the Committee.
(c) For purposes of this Section 7, a "change of control" shall mean either
of the following events: (i) the acquisition of the beneficial ownership (as
that term is defined in Rule 13d-3 of the General Rules and Regulations
under the Exchange Act) of 20 percent or more of the voting securities of
the Corporation by purchase, merger, consolidation or otherwise by any
person or by persons acting as a group within the meaning of Section 13(d)
of the Exchange Act; provided, however, a change of control shall not be
deemed to have occurred if the acquisition of such securities is by one or
more employee benefit plans of the Corporation, or (ii) in any two year
period, individuals who at the beginning of such period constitute the Board
cease for any reason to constitute at least a
<PAGE>
majority of the Board at, or at any time prior to, the conclusion of, such
two year period. The term "person" refers to any individual, corporation,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision as to whether a change of control
or offer to effect a change of control has occurred shall be made by a
majority of the Continuing Directors (as defined in the Restated Articles of
Incorporation of the Corporation as in effect on August 16, 1995) and shall
be conclusive and binding. Notwithstanding Section 13 of this Plan, this
provision shall not be amended or revoked in any manner without the
affirmative vote of 80 percent of the Board and a majority of the Continuing
Directors (as defined above).
8. Adjustment for Changes in Capitalization
The aggregate number of shares of Common Stock as to which Restricted Stock
Awards may be granted to persons participating under the Plan and the number of
shares thereof covered by each outstanding Restricted Stock Award shall be
proportionately adjusted by the Committee for any increase or decrease in the
number of issued shares of Common Stock resulting from the subdivision or
consolidation of shares or other capital adjustments, the payment of a stock
dividend, or any other increase or decrease in such shares effected without
receipt of consideration by the Corporation or a Subsidiary; provided,
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however, that no such adjustment shall be made unless and until the aggregate
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effect of all such increases and decreases accruing after the effective date of
the Plan shall have increased or decreased the number of issued shares of Common
Stock by five percent or more; and provided, further, that any fractional
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shares resulting from any such adjustment shall be eliminated. Any such
determination by the Committee shall be final, conclusive and binding. Any
shares of Common Stock or other securities received by a holder of a Restricted
Stock Award with respect to such award by reason of any such change shall be
subject to the same restrictions as the initial Restricted Stock Award, unless
otherwise determined by the Committee.
9. Withholding
The Corporation shall have the right to withhold from amounts due
Participants, or to collect from Participants directly, the amount which the
Corporation deems necessary to satisfy any taxes required by law to be withheld
by reason of participation in the Plan. There is no obligation under this
Plan that any Participant be advised of the existence of the tax or the amount
required to be withheld. The Participant may, prior to the payment of any
Restricted Stock Award, pay such amounts to the Corporation in cash or in shares
of Common Stock already owned (which shall be valued at their Fair Market Value
on the date of payment). The Corporation may also require, or grant
Participants the right to elect, subject to such terms and conditions as the
Committee may establish, that shares be withheld to satisfy tax withholding
requirements arising from the vesting of a Restricted Stock Award.
Notwithstanding any other provision of
<PAGE>
this Plan, the Committee may impose such conditions on the payment of any
withholding obligation as may be required to satisfy applicable regulatory
requirements.
10. Effect of Attempted Transfer
No benefit payable or interest in any Restricted Stock Award shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge and any such attempted action shall be void and no
such interest in a Restricted Stock Award shall be in any manner liable for or
subject to debts, contracts, liabilities, engagements or torts of a Participant
or his beneficiary. If any Participant or beneficiary shall become bankrupt or
shall attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber
or charge any benefit payable under or interest in any award, then the
Committee, in its discretion and if permitted under applicable law, may hold or
apply such benefit or interest or any part thereof to or for the benefit of such
Participant or such Participant's beneficiary, spouse, children, blood relatives
or other dependents, or any of them, in any such manner and such proportions as
the Committee may consider appropriate.
11. Effect on Employment
Nothing herein shall be construed to limit or restrict the right of the
Corporation or any of its Subsidiaries to terminate the employment of any
Participant in the Plan, at any time, with or without cause, or to increase or
decrease the compensation of such Participant from the rate of compensation in
existence at the time the employee became a Participant.
12. Legality of a Grant
The granting of a Restricted Stock Award under this Plan and the issuance or
transfer of shares of Common Stock pursuant hereto are subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
regulatory or government agency (including, without limitation, no-action
positions of the Securities and Exchange Commission) which may, in the opinion
of counsel for the Corporation, be necessary or advisable in connection
therewith. Without limiting the generality of the foregoing, no awards may be
granted under this Plan and no shares shall be issued by the Corporation, nor
cash payments made by the Corporation pursuant to or in connection with any such
award unless and until in any such case all legal requirements applicable with
the issuance or payment have, in the opinion of counsel for the Corporation,
been complied with. In connection with any stock issuance or transfer, the
person acquiring the shares shall, if requested by the Corporation, give
assurance satisfactory to counsel to the Corporation with respect to such
matters as the Corporation may deem desirable to assure compliance with all
applicable legal requirements.
<PAGE>
13. Amendment
The Board may alter, amend or suspend the Plan at any time or alter and
amend all Restricted Stock Agreements entered into hereunder; provided, however,
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that no amendment of the Plan or any agreement may, without the consent of any
Participant to whom a Restricted Stock Award shall theretofore have been issued
adversely affect the right of such Participant under such award.
14. Construction of Plan
It is the intent of the Corporation that this Plan and the Restricted Stock
Awards granted hereunder satisfy and be interpreted in a manner that satisfies
the requirements of (a) the accounting rules applicable to pooling of interests
transactions, when and if the Corporation may be engaged in such a transaction,
and (b) the New York Stock Exchange rule regarding stock awards to officers
pursuant to a plan or arrangement which has not been approved by the
stockholders of the issuing corporation, as described in Section 5 hereof.
15. Effective Date and Termination of Plan
This Plan was adopted by the Board as of August 16, 1995 and shall be
effective upon filing with the Securities and Exchange Commission. This Plan
shall terminate 10 years from the effective date; provided, however, that the
Board may terminate the Plan at any prior time in its absolute discretion. No
such termination shall in any way affect any Restricted Stock Awards then
outstanding.
EXHIBIT 5
September 6, 1995
Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, RI 02903
Re: Fleet Financial Group, Inc.
1995 Restricted Stock 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 September 6, 1995 in
connection with the registration under the Securities Act of 1933, as amended,
of up to 250,000 additional shares of the Company's Common Stock, $1.00 par
value (the "Common Stock"), and up to 250,000 additional preferred share
purchase rights (the "Rights"), to be granted as restricted stock awards
pursuant to the Company's 1995 Restricted Stock 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;
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 and the Rights being
registered under the Registration Statement; and
5. The specimen certificate of the 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 and
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Fleet Financial Group, Inc.
September 6, 1995
Page Two
Rights. 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 and
the Rights being registered by the Registration Statement, when issued as
contemplated by the Plan, assuming due execution of the Common Stock
certificates therefor, will be validly issued, fully paid and non-assessable.
V. Duncan Johnson, a partner at Edwards & Angell, is a director of Fleet
National Bank, Fleet Bank of Massachusetts, National Association and Fleet Bank,
National Association, each wholly-owned subsidiaries of the Company, and
beneficially owns 4,052 shares of Common Stock.
We hereby consent to the use of our name in and the use of this opinion in
connection with the Registration Statement and all amendments thereto.
Very truly yours,
/s/ Edwards & Angell
EDWARDS & ANGELL
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Fleet Financial Group, Inc.
We consent to the use of our report incorporated by reference in the Fleet
Financial Group, Inc. Annual Report on Form 10-K for the year ended December 31,
1994, as amended by a Form 10-K/A dated April 28, 1995 which is incorporated by
reference herein. Our report refers to a change in the method of accounting
for investments.
/s/ KPMG Peat Marwick LLP
Providence, Rhode Island
September 6, 1995
