<PAGE>
Reg. No.
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 (IRS. Employer
incorporation or organization) Identification No.)
One Federal Street, Boston, MA 02110
---------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Fleet Financial Group, Inc.
---------------------------
Amended and Restated 1992 Stock Option and Restricted Stock Plan
----------------------------------------------------------------
(Full title of the plan)
William C. Mutterperl
Senior Vice President and General Counsel
Fleet Financial Group, Inc., One Federal Street
Boston, MA 02110
---------------------------------------
(Name and address of agent for service)
(617) 292-2000
--------------
(Telephone number, including area code, of agent for service)
with a copy to:
Joanne H. Marcoux, Senior Counsel
Fleet Financial Group, Inc., 50 Kennedy Plaza
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 13,000,000 $51.57 $670,410,000.00 $203,155.00
$.01 par shares
value(1)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(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 Registrant's Common Stock
reported on the New York Stock Exchange on November 8, 1996.
PURSUANT TO RULE 429, THE PROSPECTUS FOR USE IN CONNECTION WITH THE
SECURITIES COVERED BY THIS REGISTRATION STATEMENT RELATES ALSO TO
REGISTRATION STATEMENTS ON FORM S-8, NOS. 33-56061 AND 33-48818.
<PAGE>
PROSPECTUS
1,801,751 Shares
FLEET FINANCIAL GROUP, INC.
Common Stock
$.01 Par Value
THE OFFERING
This Prospectus relates to 1,801,751 shares of Common Stock, $.01 par
value, of Fleet Financial Group, Inc. (the "Company") purchased or which may be
purchased by executive officers of the Company (the "Selling Stockholders")
pursuant to stock options granted and restricted stock awarded pursuant to
employee benefit plans of the Company and its predecessors. Specific
information as to the Selling Stockholders may be found on pages 3 and 4 of this
Prospectus. The Company has been informed that said 1,801,751 shares of Common
Stock may be offered from time to time publicly by the Selling Stockholders
through one or more transactions on a national securities exchange, in the
over-the-counter market or through one or more brokers. The shares will be
offered at prices prevailing at the time of sale. The market price for the
Common Stock on the New York Exchange on November 8, 1996 was $51.57 per share.
The Selling Stockholders and anyone effecting sales on behalf of the
Selling Stockholders may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended ("Securities Act"), and commissions or
discounts given may be regarded as underwriting commissions or discounts under
the Securities Act.
The Company will not receive any of the proceeds from sales by the
Selling Stockholders.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------------
The date of this Prospectus is November 13, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the Commission"). Proxy statements, reports and other
information concerning the Company can be inspected and copied at the
Commission's office at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549 and the Commission's Regional Offices in New York (Suite
1300, Seven World Trade Center, New York, NY 10048) and Chicago (Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661), and copies of
such material can be obtained from the Public References Section of the
Commission at 450 Fifth Street, N.W., Washington, DC 20549, at prescribed rates.
Reports, proxy material and other information concerning the Company also may be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, NY 10005. This Prospectus does not contain all information set forth in
the Registration Statement and exhibits thereto which the Company has filed with
the Commission under the Securities Act, which may be obtained from the Public
Reference Section of the Commission at its principal office at 450 Fifth Street,
N.W., Washington, DC 20549, upon payment of the prescribed fees, and to which
reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1995.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996.
3. Current Reports on Form 8-K dated January 17, 1996, January 19,
1996, February 8, 1996, February 21, 1996, March 15, 1996 (as amended by a Form
8-K/A dated April 5, 1996), March 25, 1996, March 26, 1996, March 27, 1996,
April 1, 1996, April 15, 1996, April 17, 1996, May 1, 1996, May 15, 1996 (as
amended by a Form 8-K/A dated August 5, 1996), July 17, 1996, August 15, 1996,
August 23, 1996, September 27, 1996 and October 16, 1996.
4. The description of the Common Stock contained in a Registration
Statement filed by Industrial National Company (predecessor to the Company) 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 Company'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 by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of this offering of the Common
Stock offered hereby are incorporated herein by reference and such documents
<PAGE>
shall be deemed to be a part hereof from the date of filing of such documents.
Any statement contained in this Prospectus 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 Prospectus 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 Prospectus.
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT
CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS
INCORPORATED BY REFERENCE HEREIN (OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS).
REQUESTS SHOULD BE DIRECTED TO THE CORPORATE COMMUNICATIONS DEPARTMENT, FLEET
FINANCIAL GROUP, INC., ONE FEDERAL STREET, BOSTON, MA 02110; (617) 292-2000.
FLEET FINANCIAL GROUP, INC.
The Company, a Rhode Island corporation, has its principal executive
offices at One Federal Street, Boston, Massachusetts 02110, telephone number
(617) 292-2000. The Company's Common Stock is listed on the New York Stock
Exchange under the symbol "FLT."
SELLING STOCKHOLDERS
Set forth below is information as to the Selling Stockholders, the
number of shares of Common Stock of the Company beneficially owned, the number
of shares which may be offered as set forth on the cover of this Prospectus
(assuming certain options are exercised and certain restricted stock awards
vest) and the number of shares to be beneficially owned after completion of
the offering assuming all shares are sold.
<TABLE>
<CAPTION>
Number of
Number of Shares To Be
Name and Number of Shares Shares Which Beneficially
Position with Beneficially May Be Owned After
The Company Owned (1) Offered (2) Offering (3)
- ------------- ---------------- ----------- ------------
<S> <C> <C> <C>
Joel B. Alvord 128,765 72,000 101,765
Chairman
Terrence Murray 515,048 549,170 68,878
President and Chief
Executive Officer
Robert H. Higgins 213,890 215,254 31,514
Vice Chairman
Gunnar S. Overstrom, Jr. 204,747 32,000 192,747
Vice Chairman
H. Jay Sarles 278,834 236,637 67,197
Vice Chairman
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of
Number of Shares To Be
Name and Number of Shares Shares Which Beneficially
Position with Beneficially May Be Owned After
The Company Owned (1) Offered (2) Offering (3)
- ------------- ---------------- ----------- ------------
<S> <C> <C> <C>
Michael R. Zucchini 181,527 209,661 6,957
Vice Chairman
David L. Eyles 75,293 28,333 60,293
Executive Vice
President and Chief
Credit Policy Officer
Eugene M. McQuade 91,886 123,666 6,286
Executive Vice President
and Chief Financial Officer
William C. Mutterperl 87,842 105,775 - 0 -
Senior Vice President,
Secretary and General
Counsel
Anne M. Slattery 25,300 37,333 300
Senior Vice President
M. Anne Szostak 70,646 80,890 2,513
Senior Vice President
Anne M. Finucane 5,000 18,333 - 0 -
Senior Vice President
Robert B. Hedges 37,937 14,933 30,337
Senior Vice President
Brian T. Moynihan 38,555 36,333 15,555
Managing Director,
Strategic Planning and
Corporate Development
Douglas L. Jacobs 18,600 28,433 - 0 -
Treasurer
Robert C. Lamb, Jr.
Controller and Chief
Accounting Officer 13,143 13,000 4,143
</TABLE>
- ---------------
<PAGE>
(1) Includes shares that may be acquired within 60 days of the date of this
Prospectus pursuant to employee stock options.
(2) Includes shares owned that were purchased pursuant to employee stock
options granted and restricted stock awarded by the Company and shares
that may be purchased or for which restrictions may lapse pursuant to
such plans on or before October 31, 1997.
(3) None of the Selling Stockholders shall own 1% or more of the Company's
outstanding shares of Common Stock after completion of the offering.
LEGAL MATTERS
The validity of the shares of Common Stock, including the associated
preferred share purchase rights, offered hereby has been passed upon for the
Company 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, a subsidiary of the Company, and
beneficially owns 4,052 shares of Common Stock of the Company.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995, incorporated by reference herein (and elsewhere in the Registration
Statement) have been incorporated by reference herein (and elsewhere in the
Registration Statement) in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing. The report of KPMG Peat Marwick LLP refers
to changes in the methods of accounting for mortgage servicing rights,
investments in debt and equity securities and income taxes.
The consolidated financial statements of National Westminster Bancorp,
Inc. as of December 31, 1995 and 1994 and for each of the years in the
three-year period ended December 31, 1995 appearing in the Company's Current
Report on Form 8-K dated March 25, 1996, have been incorporated by reference
herein in reliance on the report of KPMG Peat Marwick LLP, independent
certified public accountants, and upon the authority of said firm as experts
in accounting and auditing. The report of KPMG Peat Marwick LLP refers to
changes in the methods of accounting for investments and accounting for
post-retirement benefits other than pensions
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1995.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996.
3. Current Reports on Form 8-K dated January 17, 1996, January 19,
1996, February 8, 1996, February 21, 1996, March 15, 1996 (as amended by a Form
8-K/A dated April 5, 1996), March 25, 1996, March 26, 1996, March 27, 1996,
April 1, 1996, April 15, 1996, April 17, 1996, May 1, 1996, May 15, 1996 (as
amended by a Form 8-K/A dated August 5, 1996), July 17, 1996, August 15, 1996,
August 23, 1996, September 27, 1996 and October 16, 1996.
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
Regulation S-K.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 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.
<PAGE>
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
Edward & Angell, One Hospital Trust Plaza, Providence, Rhode Island 02903. V.
Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet National
Bank, a wholly-owned subsidiary 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 interest, (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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 -- Opinion of Counsel Re: Legality
23(a) -- Consent of KPMG Peat Marwick LLP (as to the Registrant)
23(b) -- Consent of KPMG Peat Marwick LLP (as to National Westminster
Bancorp, Inc.)
23(c) -- Consent of Edwards & Angell (included in Exhibit 5)
24 -- Powers of Attorney (included on signature pages to this
Registration Statement)
<PAGE>
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
Securities 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 Securities 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, the 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 Boston, State of Massachusetts on November 6, 1996.
FLEET FINANCIAL GROUP, INC.
By /s/Terrence Murray
----------------------------
Terrence Murray
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 November 6, 1996.
/s/Joel B. Alvord Chairman and Director
- ------------------------------
Joel B. Alvord
/s/Terrence Murray Director, President and
- ------------------------------ Chief Executive Officer
Terrence Murray
/s/Eugene M. McQuade Executive Vice President and
- ------------------------------ Chief Financial Officer
Eugene M. McQuade
/s/Robert C. Lamb, Jr. Controller and Chief
- ------------------------------ Accounting Officer
Robert C. Lamb, Jr.
/s/William Barnet, III Director
- ------------------------------
William Barnet, III
<PAGE>
/s/Bradford R. Boss Director
- ------------------------------
Bradford R. Boss
Director
- ------------------------------
Stillman B. Brown
/s/Paul J. Choquette Director
- ------------------------------
Paul J. Choquette
/s/John T. Collins Director
- ------------------------------
John T. Collins
Director
- ------------------------------
Bernard M. Fox
/s/James F. Hardymon Director
- ------------------------------
James F. Hardymon
/s/Robert M. Kavner Director
- ------------------------------
Robert M. Kavner
/s/Raymond C. Kennedy Director
- ------------------------------
Raymond C. Kennedy
/s/Robert J. Matura Director
- ------------------------------
Robert J. Matura
/s/Arthur C. Milot Director
- ------------------------------
Arthur C. Milot
/s/Thomas D. O'Connor Director
- ------------------------------
Thomas D. O'Connor
Director
- ------------------------------
Michael B. Picotte
<PAGE>
/s/Lois D. Rice Director
- ------------------------------
Lois D. Rice
/s/John R. Riedman Director
- ------------------------------
John R. Riedman
/s/John S. Scott Director
- ------------------------------
John S. Scott
/s/Samuel O. Thier Director
- ------------------------------
Samuel O. Thier
Director
- ------------------------------
Paul R. Tregurtha
<PAGE>
EXHIBIT 5
November 13, 1996
Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02110
Re: Fleet Financial Group, Inc. Amended and Restated
1992 Stock Option and 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 November 13, 1996 in
connection with the registration under the Securities Act of 1933, as amended,
of 13,000,000 additional shares of the Company's Common Stock, $.01 par value,
including the associated preferred share purchase rights (the "Common Stock"),
to be issued pursuant to the Company's Amended and Restated 1992 Stock Option
and 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, as
amended;
2. The By-Laws of the Company, as amended;
3. The Plan;
4. All corporate minutes and proceedings of the Company relating to
the Plan and the issuance of the Common Stock being registered
under the Registration Statement; and
5. The specimen certificate of 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.
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.
<PAGE>
Fleet Financial Group, Inc.
November 13, 1996
Page Two
Based upon such examination, it is our opinion that the Common Stock
being registered by the Registration Statement, when issued and paid for as
contemplated by the Plan, will be legally issued, fully paid and non-assessable.
V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet
National Bank, a subsidiary 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: /s/Laura N. Wilkinson
---------------------------
Laura N. Wilkinson
Partner
<PAGE>
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Fleet Financial Group, Inc.:
We consent to the use of our report incorporated by reference in the Annual
Report on Form 10-K OF Fleet Financial Group, Inc. for the year ended December
31, 1995, which is incorporated herein by reference, and to the reference to our
firm under the heading "Experts". Our report refers to changes in the methods
of accounting for mortgage servicing rights, investments in debt and equity
securities and income taxes.
/s/KPMG Peat Marwick LLP
Boston, Massachusetts
November 13, 1996
<PAGE>
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Fleet Bank, National Association:
We consent to the use of our report incorporated by reference in Form S-8 of
Fleet Financial Group, Inc. of our report dated January 18, 1996 relating to the
consolidated statement of condition of National Westminster Bancorp Inc. and
Subsidiaries as of December 31, 1995 and 1994 and the related consolidated
statement of operations, statement of changes in equity capital and statement of
cash flows for each of the years in the three-year period ended December 31,
1995, which report appears in the Current Report on Form 8-K of Fleet Financial
Group, Inc. dated March 25, 1996 and to the reference to our Firm under the
heading "Experts" in the Registration Statement. Our report refers to changes
in the methods of accounting for investments and accounting for postretirement
benefits other than pensions.
/s/KPMG Peat Marwick LLP
New York, New York
November 13, 1996
