AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 29, 1995
NO. 33-58933
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
FLEET FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
RHODE ISLAND 05-0341324
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
50 KENNEDY PLAZA, PROVIDENCE, RI 02903
(Address of Principal Executive Offices) (Zip Code)
-------------------
SHAWMUT NATIONAL CORPORATION STOCK OPTION AND RESTRICTED STOCK AWARD PLAN;
SHAWMUT NATIONAL CORPORATION SECONDARY STOCK OPTION AND RESTRICTED STOCK AWARD
PLAN; AND
SHAWMUT NATIONAL CORPORATION 1989 NONEMPLOYEE DIRECTORS' RESTRICTED STOCK PLAN
(Full title of the plans)
-------------------
WILLIAM C. MUTTERPERL, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FLEET FINANCIAL GROUP, INC., 50 KENNEDY PLAZA,
PROVIDENCE, RI 02903
(Name and address of agent for service)
(401) 278-5880
(Telephone number, including area code, of agent for service)
-------------------
WITH A COPY TO:
LAURA N. WILKINSON, ESQ., EDWARDS & ANGELL
2700 HOSPITAL TRUST TOWER, PROVIDENCE, RI 02903
-------------------
THIS POST-EFFECTIVE AMENDMENT NO. 2 COVERS SHARES OF THE COMMON STOCK, $0.01
PAR VALUE (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) (THE
"COMMON STOCK"), OF FLEET FINANCIAL GROUP, INC. (THE "REGISTRANT") RESERVED FOR
ISSUANCE UNDER THE SHAWMUT NATIONAL CORPORATION STOCK OPTION AND RESTRICTED
STOCK AWARD PLAN; THE SHAWMUT NATIONAL CORPORATION SECONDARY STOCK OPTION AND
RESTRICTED STOCK AWARD PLAN; AND THE SHAWMUT NATIONAL CORPORATION 1989
NONEMPLOYEE DIRECTORS' RESTRICTED STOCK PLAN (COLLECTIVELY, THE "PLANS") TO BE
ASSUMED BY THE REGISTRANT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THE AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 20, 1995 BETWEEN THE
REGISTRANT AND SHAWMUT NATIONAL CORPORATION ("SHAWMUT"). SUCH SHARES OF COMMON
STOCK WERE ORIGINALLY REGISTERED ON THE COMPANY'S REGISTRATION STATEMENT ON FORM
S-4 TO WHICH THIS IS AN AMENDMENT; ACCORDINGLY, THE REGISTRATION FEE IN RESPECT
OF SUCH COMMON STOCK WAS PAID AT THE TIME OF THE ORIGINAL FILING OF THE
REGISTRATION STATEMENT RELATING TO SUCH COMMON STOCK.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
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,
June 30, 1995 and September 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, August 23, 1995, October 18, 1995, October
26, 1995 and November 15, 1995.
4. The description of the Common Stock contained in a Registration Statement
filed by Industrial National Corporation (predecessor to the Registrant) on Form
8-B dated May 29, 1970, and any amendment or report filed for the purpose of
updating such description.
5. The description of the Preferred Share Purchase Rights contained in the
Registrant's Registration Statement on Form 8-A dated November 29, 1990, and any
amendment or report filed for the purpose of updating such description.
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
All documents filed with the Commission by the Registrant pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated herein by reference and such documents shall
be deemed to be a part hereof from the date of filing of such documents. Any
statement contained in this Registration Statement or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby has been passed upon for the
Registrant by Edwards & Angell, One Hospital Trust Plaza, Providence, Rhode
Island 02903. V. Duncan Johnson, a partner of Edwards & Angell, is a director of
Fleet National Bank, Fleet Bank, National Association and Fleet Bank of
Massachusetts, National Association, wholly-owned subsidiaries of the
Registrant, and beneficially owns 4,052 shares of Common Stock.
II-1
<PAGE>
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 provides 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
Securities and Exchange Commission has publicly taken the position that such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
ITEM 7. EXEMPTION OF REGISTRANT CLAIMED
Not applicable
ITEM 8. EXHIBITS.
<TABLE>
<S> <C>
4(a) Restated Articles of Incorporation, as amended, of the Registrant (incorporated
by reference to Exhibit 4(h) of the Registrant's Registration Statement on Form
S-3 (No. 33- 63631)).
4(b) By-laws, as amended, of the Registrant (incorporated by reference to Exhibit 4(i)
of the Registrant's Registration Statement on Form S-3 (No. 33-63631)).
5 Opinion of Edwards & Angell (previously filed).
23(a) Consent of KPMG Peat Marwick LLP (as to Registrant)
23(b) Consent of Price Waterhouse LLP (as to Shawmut)
23(c) Consent of Edwards & Angell (included in Exhibit 5).
24 Power of Attorney (previously filed).
</TABLE>
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually
II-2
<PAGE>
or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and
(iii) 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
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
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration 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 Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 2 to Form S-4 on Form S-8 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of
Providence, and State of Rhode Island, on November 29, 1995.
FLEET FINANCIAL GROUP, INC.
/s/ WILLIAM C. MUTTERPERL
By .............................
William C. Mutterperl
Secretary
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 November 29, 1995.
SIGNATURES TITLE
---------- -----
* Chairman and President
.................................... Chief Executive Officer and Director
Terrence Murray
* Executive Vice President
.................................... and Chief Financial Officer
Eugene M. McQuade
* Controller
....................................
Robert C. Lamb, Jr.
* Director
....................................
William Barnet, III
* Director
....................................
Bradford R. Boss
* Director
....................................
Paul J. Choquette, Jr.
* Director
....................................
James F. Hardymon
* Director
....................................
Robert M. Kavner
* Director
....................................
Lafayette Keeney
* Director
....................................
Raymond C. Kennedy
* Director
....................................
Ruth R. McMullin
* Director
....................................
Arthur C. Milot
* Director
....................................
Thomas D. O'Connor
II-4
<PAGE>
* Director
....................................
Michael B. Picotte
* Director
....................................
John A. Reeves
* Director
....................................
John R. Riedman
* Director
....................................
John S. Scott
/s/ WILLIAM C. MUTTERPERL
By ...........................................
William C. Mutterperl
Secretary
Attorney-in-Fact
II-5
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 10K/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
November 29, 1995
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Fleet Financial Group, Inc. of our report dated
February 20, 1995 relating to the consolidated financial statements of Shawmut
National Corporation, which appears in the Current Report on Form 8-K of Fleet
Financial Group, Inc. dated April 13, 1995.
/s/ PRICE WATERHOUSE LLP
Hartford, Connecticut
November 29, 1995
