SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1 to Schedule 13G
FLEET MORTGAGE GROUP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
339012106
(CUSIP Number)
William C. Mutterperl
Senior Vice President and General Counsel
Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, Rhode Island 02903
(401) 278-5880
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [X].
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of less than five percent of such class.) (See Rule 13d-7.)
<PAGE>
CUSIP No. 339012106
1) NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Fleet Financial Group, Inc.
IRS Employer Identification Number: 05-0341324
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not applicable.
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC and/or 00
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[X] (See Item 2).
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island
7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
40,000,000
8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
None
9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
40,000,000
10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000,000
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not Applicable
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.7% (as of December 28, 1994)
14) TYPE OF REPORTING PERSON
HC and CO
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, $.01 par
value ("Common Stock"), of Fleet Mortgage Group, Inc., a Rhode
Island corporation (the "Issuer"). The principal executive offices
of the Issuer are located at 1333 Main Street, Suite 700, Columbia,
South Carolina 29201.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Fleet Financial Group, Inc., a
Rhode Island corporation with its principal business offices located
at 50 Kennedy Plaza, Providence, Rhode Island 02903 ("Fleet").
Except for the consent decree dated August 14, 1991 described below,
at no time during the past five years has Fleet been convicted in a
criminal proceeding, nor has it been a party to a court proceeding
of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
On August 14, 1991, Fleet entered into an offer of settlement
with the Securities and Exchange Commission as a result of an
investigation of Fleet's accounting for declines in the market value
of its marketable equity securities. In conjunction with this
settlement, Fleet restated its 1990 results, taking additional
write-downs in its marketable equity securities portfolio. Fleet
previously had reported a loss of $48.5 million for the year ended
December 31, 1990; Fleet added $25.2 million to this figure,
increasing the annual loss to $73.3 million. As marketable equity
securities are carried at the lower of aggregate cost or market
value on Fleet's balance sheet, this restatement of 1990 results had
no impact on stockholders' equity.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds to be used in making the purchase of the
shares of Common Stock of the Issuer will be from working capital of
Fleet and/or proceeds from the public issuance of debt and/or equity
securities of Fleet. The amount of funds to be used in acquiring
such shares will be approximately $190 million.
ITEM 4. PURPOSE OF TRANSACTION.
The Issuer had been a wholly-owned subsidiary of Fleet from its
incorporation in 1985 until August 7, 1992. On August 7, 1992, the
Issuer sold 9,545,000 shares, or approximately 19.3%, of the Common
Stock in an initial public offering.
Subsequent to such offering, Fleet filed a Schedule 13G
with the Commission reporting its ownership of 80.7% of the
Common Stock because, at the time, it had acquired such
securities in the ordinary course of business and not with the
purpose nor with the effect of changing or influencing the
control of the Issuer.
On December 28, 1994, Fleet sent a merger proposal to the
Board of Directors of the Issuer to acquire all remaining
outstanding shares of the Issuer not owned by Fleet for $20 per
share in cash. The merger proposal is subject, among other
things, to the approval of the Issuer's Board of Directors, a
majority of the Issuer's public shareholders indicating support
for the transaction and other customary conditions for
transactions of this nature.
While the precise terms of the transaction have yet
to be determined, Fleet anticipates that upon consummation
of the transaction, a wholly-owned direct or indirect
subsidiary of Fleet will merge into the Issuer. As a result,
the Issuer will become a wholly-owned subsidiary of Fleet,
and its present Board of Directors, capitalization and
dividend policy will be structured accordingly. Further, the
Common Stock will be delisted from trading on the New York
Stock Exchange and will be eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Fleet currently beneficially owns 40,000,000 shares
or approximately 80.7% of the shares of Common
Stock of the Issuer outstanding as of December 28, 1994.
(b) Fleet has the sole power to vote and to dispose of the
shares referenced in Item 5(a) above.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
Not applicable.
ITEM 7. MATERIALS FILED AS EXHIBITS.
(1) Not applicable.
(2) (a) Letter dated December 28, 1994 from Fleet to the
Issuer setting forth the terms of the Merger Proposal.
(b) Fleet Press Release dated December 28, 1994.
(3) Not applicable.
Signature.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
December 29, 1994
/s/William C. Mutterperl
William C. Mutterperl
Senior Vice President and General Counsel,
Fleet Financial Group, Inc.
Exhibit 2(a)
December 28, l994
Board of Directors
Fleet Mortgage Group, Inc.
c/o Gerard L. Baker
Chairman
l333 Main Street
Columbia, S.C. 2920l
Dear Jerry:
On behalf of Fleet Financial Group, Inc., I am pleased to make
a cash merger proposal to acquire all of the outstanding shares
of Fleet Mortgage Group, Inc. not owned by Fleet Financial at a
price of $20 per share in cash.
We believe that this proposal is fair from a financial point of
view and provides a substantial premium to current market
prices to holders of Fleet Mortgage shares. The current
depressed state of the mortgage banking market is likely to
continue for the foreseeable future and Fleet Financial is
making this proposal to enable Fleet Mortgage shareholders to
receive a premium per share price which they are not presently
able to recognize in the market.
We are in a position to proceed and urge that Fleet Mortgage
act responsibly in considering our proposal. Our proposal
follows several months of informal conversations with the
independent directors of Fleet Mortgage and reflects an
increase over the per share price range initially discussed
with them.
We would like to make it clear that Fleet Financial's interest
in Fleet Mortgage is not for sale and thus there is no
realistic likelihood of a sale of Fleet Mortgage to a third
party.
We welcome the opportunity to meet with you and further outline
our proposal at a directors' meeting to be scheduled for the
week of January 9th.
Sincerely,
/s/ H. Jay Sarles
H. Jay Sarles
Exhibit 2(b)
Contact:
Thomas L. Lavelle
Manager, Media Relations
(401) 278-3003
Fleet Financial Group Offers To Buy
Remaining Public Shares Of Fleet Mortgage Group
For $20 Per share
Offer Contingent On Support By Public Shareholders
Providence, Rhode Island, December 28, 1994: Fleet Financial
Group announced today that it has made a merger proposal to acquire
all remaining outstanding shares not owned by Fleet of Fleet
Mortgage Group for $20 per share in cash. Fleet Financial currently
owns approximately 81% of Fleet Mortgage with the balance of the
shares largely held by money managers and other financial
institutions. The aggregate amount of the transaction would be
approximately $190 million.
It is expected that the merger proposal will be considered at a
meeting of Fleet Mortgage's Board of Directors to be held in the
near future. Fleet Financial stated that it believes that the
proposed transaction, which represents a substantial premium over
recent market prices, is a fair and attractive transaction for Fleet
Mortgage shareholders.
The Fleet Financial merger proposal is subject, among other
things, to Fleet Mortgage Board approval, a majority of Fleet
Mortgage's public shareholders indicating support for the
transaction and other customary conditions for transactions of this
nature.
Fleet believes the transaction is appropriate at this time
because of recent regulatory and accounting changes, industry
earnings and share price performance and volatility, and Fleet
Financial's recent reengineering program. The acquisition of the
shares is not expected to be dilutive to Fleet Financial's 1995
earnings.
Fleet Financial Group is a $47-billion diversified financial
services company listed on the New York Stock Exchange (NYSE-FLT)
with approximately 1,200 offices nationwide. Its lines of business
include commercial and consumer banking, mortgage banking, consumer
finance, asset-based lending, equipment leasing, investment
management, and student loan processing.
