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)
Fleet Financial Group, Inc.
1995 FMG Merger Stock Option Plan
(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
(Name and address of agent for service)
(401) 278-5880
(Telephone number, including area code, of agent for service)
with a copy to:
Lauren A. Mogensen, Esq., Edwards & Angell
2700 Hospital Trust Tower, Providence, RI 02903
<PAGE>
Calculation of Registration Fee
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, 104,737 $32.69 $3,423,853$1,181
$1.00 par shares
value (1)
(1)Including preferred share purchase rights.
* Based on the average of the high and low prices of the
Company's Common Stock reported on April 28, 1995.
<PAGE>
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 an Amendment on Form 10-K/A dated April
28, 1995.
2. Current Reports on Form 8-K dated January 18, 1995,
January 27, 1995, February 20, 1995, February 21, 1995 and
April 13, 1995.
3. 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.
4. 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 Regulation 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 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, 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 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 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 (the
"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 Act and is, therefore, unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable
Item 8. Exhibits.
4(a) - Fleet Financial Group, Inc. 1995 FMG Merger Stock
Option Plan
5 - Opinion of Edwards & Angell re: legality
23(a) - Consent of KPMG Peat Marwick LLP
23(b) - Consent of Edwards & Angell (included in Exhibit 5)
24(b) - 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 of 1933, 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 of 1933, 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 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 of 1933 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
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.
<PAGE>
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 amendments
may make such changes in the Registration Statement as said
officer or officers so acting deem(s) advisable.
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 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the
City of Providence, State of Rhode Island, on April 26, 1995.
FLEET FINANCIAL GROUP, INC.
By: /s/Terrence Murray
Terrence Murray
Chairman and President
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 April 26, 1995.
Signatures Title
/s/Terrence Murray Chairman and President
Terrence Murray Chief Executive Officer
and Director
/s/Eugene M. McQuade Executive Vice President
Eugene M. McQuade and Chief Financial Officer
/s/Robert C. Lamb, Jr. Controller
Robert C. Lamb, Jr.
/s/William Barnet, III Director
William Barnet, III
/s/Bradford R. Boss Director
Bradford R. Boss
/s/Paul J. Choquette, Jr. Director
Paul J. Choquette, Jr.
/s/James F. Hardymon Director
James F. Hardymon
/s/Robert M. Kavner Director
Robert M. Kavner
/s/Lafayette Keeney Director
Lafayette Keeney
/s/Raymond C. Kennedy Director
Raymond C. Kennedy
/s/Ruth R. McMullin Director
Ruth R. McMullin
/s/Arthur C. Milot Director
Arthur C. Milot
/s/Thomas D. O'Connor Director
Thomas D. O'Connor
/s/Michael B. Picotte Director
Michael B. Picotte
/s/John A. Reeves Director
John A. Reeves
/s/John R. Riedman Director
John R. Riedman
/s/John S. Scott Director
John S. Scott
Exhibit 4(a)
FLEET FINANCIAL GROUP, INC.
1995 FMG MERGER STOCK OPTION PLAN
1. PURPOSE
This Fleet Financial Group, Inc. 1995 FMG Merger Stock Option Plan (the
"Plan") has been adopted in connection with the merger (the "Merger") of Fleet
Mortgage Group, Inc. ("FMG") with and into Fleet Mortgage Acquisition Co.
("Acquisition Co."), a wholly-owned subsidiary of Fleet Financial Group, Inc.
(the "Company"). Upon the effectiveness of the Merger, Acquisition Co.
changed its name to Fleet Mortgage Group, Inc. The Plan governs the terms and
conditions of options (the "Options") granted in connection with the Merger to
certain salaried officers and key employees of FMG (the "Optionees") to
replace options (the "FMG Options") which were previously granted to such
Optionees under the FMG 1992 Stock Option and Restricted Stock Plan (the "FMG
Plan"), and which were outstanding immediately prior to effectiveness of the
Merger. The FMG Options were converted from options to acquire shares of the
common stock, $.01 par value, of FMG ("FMG Common Stock") to options to
acquire shares of the common stock, $1.00 par value, of the Company (the
"Common Stock"). Under the FMG Plan, FMG did not grant any "incentive stock
options" as such term is defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"). All options granted under the Plan to
replace outstanding FMG Options were non-qualified stock options.
2. OPTIONS TO BE GRANTED AND ADMINISTRATION
(a) Subject to Paragraph 4(g) hereof, no options shall be granted under the
Plan from and after the effective date hereof.
(b) The Plan shall be administered, construed and interpreted by the Human
Resources and Planning Committee, or any successor committee, of the Board of
Directors of the Company (hereinafter called the "Committee"). The Committee
shall consist of three or more members of the Board of Directors who are not
officers of the Company. No member of the Committee shall be entitled to
participate in the Plan. Subject to the provisions of the Plan, the Committee
shall have the power:
(i) To amend the terms and provisions of each option granted under the
Plan;
(ii) To construe and interpret the Plan and options
granted thereunder and to establish, amend and
revoke rules and regulations for administration
of the Plan. In this connection, the Committee
may correct any defect or supply any omission,
or reconcile any inconsistency in the Plan, or
in any option agreement, in the manner and to
the extent it shall deem necessary or expedient
to make the Plan fully effective. All
decisions and determinations by the Committee
in the exercise of this power shall be final
and binding upon the Company and Optionees; and
(iii) Generally, to exercise such powers and perform
such acts as are deemed necessary or expedient
to promote the best interests of the Company
with respect to the Plan.
(c) The Committee at any time may designate one or more
officers of the Company to act in place of the Committee in
making any determination or taking any action under the Plan.
(d) No member of the Board of Directors or the Committee (or
any officer to whom the Committee may delegate authority
hereunder) shall be liable for any action or determination made
in good faith, and shall be entitled to indemnification and
reimbursement in the manner provided in the Company's Restated
Articles of Incorporation and Bylaws.
3. STOCK
(a) The stock subject to the options granted under the Plan
shall be either (a) authorized but unissued shares of the
Company's Common Stock or (b) treasury shares. Subject to
adjustment in accordance with the provisions of Paragraph 4(g)
hereof, the total number of shares of Common Stock that may be
issued pursuant to options granted under the Plan shall not
exceed an aggregate of 104,737 shares of Common Stock.
(b) Whenever any outstanding option under the Plan expires,
is forfeited or is otherwise terminated, the shares of Common
Stock allocable to the unexercised portion of such option may
not again be the subject of options under the Plan.
4. TERMS AND CONDITIONS OF OPTIONS
Stock options granted pursuant to the Plan shall be evidenced
by agreements in such form as the Committee shall, from time to
time, approve, which agreements shall in substance include and
comply with and be subject to the following terms and
conditions:
(a) Medium and Time of Payment:
The option price shall be payable either (i) in United
States dollars in cash or by check, bank draft or money order
payable to the order of the Company, (ii) through the delivery
of shares of Common Stock of the Company already owned by
Optionee with a fair market value equal to the option price or
(iii) by a combination of (i) and (ii). The fair market value
of Common Stock so delivered shall be deemed to be the mean of
the high and low prices of publicly-traded shares of Common
Stock of the Company on the date of exercise or as otherwise
may be determined by the Committee, except as may be otherwise
required by the Code. Unless otherwise determined by the
Committee, an optionee may engage in a successive exchange (or
series of exchanges) in which Common Stock he is entitled to
receive upon the exercise of an option may be simultaneously
utilized as payment for the exercise of an additional option or
options.
At the request of an Optionee, and to the extent
permitted by applicable law, the Committee may approve
arrangements with a brokerage firm under which such firm, on
behalf of the Optionee, will pay the option price to the
Company and the Company will promptly deliver to such firm the
shares exercised, so that the firm may sell such shares, or a
portion thereof, for the account of the Optionee.
(b) Number of Shares:
The option shall state the total number of shares to
which it pertains. No option may be exercised for less than
ten shares unless the issue of a lesser number is enough to
exhaust the option. The total number of shares issuable
pursuant to any combination of options which are concurrently
granted to an employee shall not exceed the total number of
shares issuable pursuant to the exercise of any one such option.
(c) Option Price:
The option price per share of Common Stock subject to an
option under the Plan is equal to the option price of the FMG
Option divided by 0.61 (the "Exchange Ratio"). The option
price of the FMG Option was equal to the fair market value (as
defined in the FMG Plan) of the FMG Common Stock on the date
the FMG Option was granted. The Exchange Ratio was determined
by dividing $20.00 per share of FMG Common Stock by the fair
market value of Common Stock on April 28, 1995 (the business
day immediately preceding the date of the effective time of the
Merger and referred to herein as the "Valuation Date"). The
fair market value of Common Stock was deemed to be the mean of
the high and low prices of publicly-traded shares of Common
Stock on the Valuation Date.
(d) Expiration of Options:
Notwithstanding any other provision of the Plan or of
any option agreement, each option shall expire on the date
specified in the option agreement, which date shall be not
later than ten years from the date the option is granted.
(e) Date of Exercise:
The Committee may, in its discretion, provide that an
option may not be exercised in whole or in part for any period
or periods of time specified by the Committee. Except as may
be so provided, any option may be exercised in whole at any
time, or in part from time to time, during its term.
(f) Termination of Employment:
In the event that an Optionee's employment by the
Company or a subsidiary shall terminate, his option shall
terminate immediately; provided, however, that if any
termination of employment is due to retirement with the consent
of the Company, the Optionee shall have the right, subject to
the provisions of Paragraph 4(d) hereof, to exercise his
option, at any time within three months (or up to five years,
upon the approval of the Committee, in any individual case)
after such retirement, to the extent that he was entitled to
exercise the same immediately prior to his retirement, and
provided further that if the Optionee shall die while in the
employment of the Company or within three months after
retirement with the consent of the Company, his estate,
personal representative or beneficiary shall have the right,
subject to the provisions of Paragraph 4(d) hereof, to exercise
his option, at any time within 12 months from the date of his
death, to the extent that he was entitled to exercise the same
immediately prior to his death. Whether any termination of
employment is to be considered a retirement with the consent of
the Company, and whether an authorized leave of absence or
absence on military or government service or for other reasons
shall constitute a termination of employment for the purposes
of the Plan, shall be determined by the Committee, which
determination shall be final and conclusive.
(g) Adjustments on Changes in Stock:
The aggregate number of shares of Common Stock as to
which options may be granted to persons participating under the
Plan, the aggregate number of shares of Common Stock as to
which options may be granted to any one such person, the number
of shares thereof covered by each outstanding option, and the
price per share thereof for each such option, shall be
proportionately adjusted by the Committee for any increase or
decrease in the number of issued shares of Common Stock of the
Company resulting from subdivision or consolidation of shares
or other capital adjustment, the payment of a stock dividend,
or any other increase or decrease in such shares effected
without receipt of consideration by the Company; provided,
however, that no such adjustment shall be made unless and until
the aggregate 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 of the Company by five percent or more; and provided
further, that any fractional shares resulting from any such
adjustment shall be eliminated. Any such determination by the
Committee shall be conclusive.
(h) Assignability:
No option shall be assignable or transferable except by
will, by the laws of descent and distribution or pursuant to a
qualified domestic relations order.
(i) Rights as a Stockholder:
An Optionee shall have no rights as a stockholder with
respect to shares covered by his option until the date of
issuance of the shares to him and only after such shares are
fully paid. No adjustment will be made for dividends or other
rights for which the record date is prior to the date of such
issuance.
(j) Other Conditions:
The option agreements authorized under the Plan may
contain such other provisions as the Committee shall deem
advisable, including, without limitation, provision for
withholding of cash and/or shares of the Company's Common Stock
(or the delivery to the Company thereof by an Optionee)
relating to income taxes arising under the Code (or other tax
laws) upon the exercise of an option.
(k) Change in Control:
Notwithstanding the provisions of any option for Common
Stock which provides for its exercise in installments, such
option shall become immediately exercisable in the event of a
change in control or offer to effect a change in control. For
purposes of this Paragraph 4(k), a "change in control" shall
mean either of the following events: (a) the acquisition of the
beneficial ownership (as that term is defined in Rule 13d-3 of
the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) of 20 percent or
more of the voting securities of the Company 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
Company, or (b) in any two year period, individuals who at the
beginning of such period constitute the Board of Directors of
the Company cease, for any reason, to constitute at least a
majority of the Board of Directors of the Company at, or at any
time prior to the conclusion of, such two year period. The
term "person" refers to an individual or a 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 in control or offer to effect a
change in control has occurred shall be made by a majority of
the Continuing Directors (as defined in the Restated Articles
of Incorporation as in effect on April 30, 1995) and shall be
conclusive and binding.
Notwithstanding Paragraph 5 of the Plan, this provision shall
not be amended or revoked in any manner without the affirmative
vote of 80% of the Company's Board of Directors and a majority
of the Continuing Directors (as defined above).
5. AMENDMENT
The Committee may alter, amend or suspend the Plan at any
time, and from time to time, or alter and amend all agreements
granted hereunder.
Except as provided in Paragraph 4(g) hereof, no amendment of
the Plan may, without the consent of any employee to whom an
option shall theretofore have been granted, adversely affect
the right of such employee under such option.
6. EFFECTIVE DATE
The Plan shall become effective on April 30, 1995. The Plan
shall terminate upon the exercise in full of all options
granted thereunder.
EXHIBIT 5
May 5, 1995
Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, RI 02903
Re: Fleet Financial Group, Inc.
1995 FMG Merger Stock Option 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 May 5, 1995 in connection with the registration
under the Securities Act of 1933, as amended, of up to 104,737
additional shares of the Company's Common Stock, $1 par value
(the "Common Stock"), and up to 104,737 additional preferred
share purchase rights (the "Rights"), to be issued pursuant to
stock options to be granted under the Company's 1995 FMG Merger
Stock Option 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 as they currently exist;
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.
<PAGE>
Fleet Financial Group, Inc.
May 5, 1995
Page Two
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 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 of Edwards & Angell, is a
director of Fleet National Bank, Fleet Bank, National
Association and Fleet Bank of Massachusetts, National
Association, 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,
EDWARDS & ANGELL
By:
V. Duncan Johnson
Partner
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 l0-K for the year ended December
31, l994, as amended by an Amendment on 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
May 1, l995
