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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 30, 1995
FLEET FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
RHODE ISLAND
(State or other jurisdiction of incorporation)
1-6366 05-0341324
(Commission File Number) (IRS Employer Identification No.)
One Federal Street, Boston, Massachusetts 02211
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 617-292-2000
50 Kennedy Plaza, Providence, Rhode Island 02903
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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On November 30, 1995, Fleet Financial Group, Inc.
("Fleet") consummated the merger of Shawmut National
Corporation ("Shawmut") with and into Fleet. As a result of
the merger, each Shawmut stockholder has the right to
receive, for each share of Shawmut common stock ("Shawmut
Common Stock") held by such stockholder, except for shares
held by dissenting shareholders or shares held by Fleet or
its subsidiaries or by Shawmut or its subsidiaries (other
than in both cases shares held in a fiduciary capacity or as
a result of debts previously contracted), 0.8922 shares of
the Common Stock, $0.01 par value (including the associated
preferred share purchase rights), of Fleet ("Fleet Common
Stock").
In addition, each share of preferred stock with
cumulative and adjustable dividends, 9.30% cumulative
preferred stock (the "Shawmut 9.30% Preferred Stock") and
9.35% cumulative preferred stock (the "Shawmut 9.35%
Preferred Stock") of Shawmut was converted into one share of
preferred stock with cumulative and adjustable dividends,
9.30% cumulative preferred stock (the "Fleet 9.30% Preferred
Stock") and 9.35% cumulative preferred stock (the "Fleet
9.35% Preferred Stock") of Fleet. The depositary shares,
each representing one-tenth of a share of Shawmut 9.30%
Preferred Stock and Shawmut 9.35% Preferred Stock,
respectively, are exchangeable for depositary shares,
each representing one-tenth of a share of Fleet 9.30%
Preferred Stock and one-tenth of a share of Fleet 9.35%
Preferred Stock, respectively. Further, each warrant (a
"Shawmut Warrant") to purchase one share of Shawmut Common
Stock was converted into a warrant (a "Fleet Warrant") to
purchase 0.8922 shares of Fleet Common Stock at an exercise
price of $24.78 per share of Fleet Common Stock. Each
Shawmut Warrant was converted into a Fleet Warrant as follows:
(a) the number of shares of Common Stock subject to the
Fleet Warrant shall be equal to the product of the number of
shares of Shawmut Common Stock subject to the Shawmut
Warrant, and the exchange ratio of 0.8922, rounded down to
the nearest share and (b) the exercise price per share of
Fleet Common Stock subject to the Fleet Warrant will be
equal to $24.78, determined by dividing the exercise price
per share of Shawmut Common Stock under the Shawmut Warrant
($22.11) by the exchange ratio of 0.8922. The duration and
other terms of Fleet Warrants are identical to those of the
Shawmut Warrants. Therefore, Fleet Warrants continue to
expire at 5:00 p.m., New York City Time on January 18, 1996.
The Merger was accounted for as a pooling of
interests.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Shawmut and subsidiaries
(i) Consolidated Balance Sheets of Shawmut at December
31, 1994 and 1993 and the related Consolidated Statements of
Income, of Changes in Shareholders' Equity and of Cash Flows
for each of the three years in the period ending December
31, 1994 (incorporated by reference to Exhibit 99(b) of
Fleet's Current Report on Form 8-K dated April 13, 1995).
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(ii) The following unaudited financial statements of
Shawmut and accompanying notes are incorporated by reference
from Shawmut's quarterly report on Form 10-Q for the quarter
ended September 30, 1995 (File No. 1-10101): Consolidated
Balance Sheet as of September 30, 1995; Consolidated
Statements of Income for the three and nine months ended
September 30, 1995; Consolidated Statement of Cash
Flows and Consolidated Statement of Changes in Stockholders'
Equity for the three and nine months ended September 30,
1995; and Notes to Consolidated Financial Statements (to the
extent applicable to the foregoing Financial Statements).
(Portions of Shawmut's Form 10-Q not specifically
incorporated by reference are not required for this Current
Report and are not incorporated by reference herein).
(b) Pro Forma Financial Statements
(i) Unaudited Pro Forma Condensed Combined Balance
Sheet of Fleet as of December 31, 1994, and the
Unaudited Pro Forma Condensed Combined Statement of
Income for the years ended December 31, 1994, 1993, and 1992
(incorporated by reference to Exhibit 99(a) of
Fleet's Current Report on Form 8-K dated April 13, 1995).
(ii) Unaudited Pro Forma Condensed Combined Balance
Sheet of Fleet as of September 30, 1995,
and the Unaudited Pro Forma Condensed Combined
Statement of Income for the nine-month period ended
September 30, 1995 (incorporated by reference to
Exhibit 99(a) of Fleet's Current Report on Form 8-K dated
November 15, 1995).
(c) Exhibits
The following exhibits are filed as part of this report:
2 Agreement and Plan of Merger dated February 20, 1995
between Fleet and Shawmut (incorporated by reference to
Exhibit 2 of Fleet's Registration Statement on Form S-4 [No. 33-58933]).
23 Consent of Price Waterhouse LLP
99(a) Consolidated Balance Sheets of Shawmut at
December 31, 1994 and 1993 and the related Consolidated
Statements of Income, of Changes in Shareholders' Equity and
of Cash Flows for each of the three years in the period
ending December 31, 1994 (incorporated by reference to
Exhibit 99(b) of Fleet's Current Report on Form 8-K dated
April 13, 1995).
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99(b) The following unaudited financial statements of
Shawmut and accompanying notes are incorporated by
reference from Shawmut's quarterly report on Form 10-Q for
the quarter ended September 30, 1995 (File No. 1-10101):
Consolidated Balance Sheet as of September 30, 1995;
Consolidated Statements of Income for the three and nine
month periods ended September 30, 1995; Consolidated Statement
of Cash Flows and Consolidated Statement of Changes in
Stockholders' Equity for the three and nine month periods
ended September 30, 1995; and Notes to Consolidated Financial
Statements (to the extent applicable to the foregoing
Financial Statements). (Portions of Shawmut's Form 10-Q
not specifically incorporated by reference are not required for
this Current Report and are not incorporated by reference herein).
99(c) Unaudited Pro Forma Condensed Combined Balance
Sheet of Fleet as of December 31, 1994, and the Unaudited
Pro Forma Condensed Combined Statements of Income for the
years ended December 31, 1994, 1993, and 1992 (incorporated
by reference to Exhibit 99(a) of Fleet's Current Report on
Form 8-K dated April 13, 1995).
99(d) Unaudited Pro Forma Condensed Combined Balance
Sheet of Fleet as of September 30, 1995, and the
Unaudited Pro Forma Condensed Combined Statement of Income
for the nine-month period ended September 30, 1995
(incorporated by reference to Exhibit 99(a) of Fleet's
Current Report on Form 8-K dated November 15, 1995).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, Fleet has duly caused this report
to be signed in its behalf by the undersigned hereunto duly
authorized.
FLEET FINANCIAL GROUP, INC.
By /s/ William C. Mutterperl
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/s/ William C. Mutterperl
Senior Vice President,
Secretary and General Counsel
Date: December 12, 1995
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3 (Nos. 33-36707,
33-55555, 33-63631, 33-58933) and Form S-4 (Nos. 33-55579, 33-58573, 33-58933)
and in the Registration Statements on Form S-8 (Nos. 33-19425, 33-22045,
33-48818, 33-56061, 33-57501, 33-57677, 33-62367, 33-58933, 33-64635, 33-59139)
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, and to the incorporation by reference herein.
Price Waterhouse LLP
Hartford, Connecticut
December 11, 1995
