<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
FLEET FINANCIAL GROUP, INC.
(Name of Issuer)
FLEET CAPITAL TRUST I
(Name of Person Filing Statement)
DEPOSITARY SHARES, EACH REPRESENTING
A 1/10 INTEREST IN A SHARE OF SERIES V 7.25% PERPETUAL PREFERRED STOCK
(Title of Class of Securities)
338915 79 6
(CUSIP Number of Class of Securities)
William C. Mutterperl, Esq. Laura N. Wilkinson, Esq.
Senior Vice President and General Counsel EDWARDS & ANGELL
FLEET FINANCIAL GROUP, INC. 2700 Hospital Trust Tower
One Federal Street Providence, Rhode Island 02903
Boston, Massachusetts 02110 (401) 274-9200
(617) 292-2000
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
DECEMBER 30, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
---------------------- --------------------
$282,590,000 $56,518
*For the purpose of calculating the filing fee pursuant to Rule 0-11(a)(4) under
the Securities Exchange Act of 1934, as amended, the market value of the
Depositary Shares (the "Depositary Shares"), each representing a 1/10 interest
in a share of Series V 7.25% Perpetual Preferred Stock, proposed to be acquired
was determined by multiplying $25.69 (the average of the high and low reported
prices of the Depositary Shares on the New York Stock Exchange on December 26,
1996) by 11,000,000 (the number of Depositary Shares which Fleet Capital Trust I
has offered to acquire).
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $86,050
Form or Registration No.: Form S-4 (as amended), Registration No. 333-16001
Filing Parties: Fleet Financial Group, Inc. and Fleet Capital Trust I
Date Filed: November 13, 1996
<PAGE>
This Issuer Tender Offer Statement (the "Statement") is being filed with
the Securities and Exchange Commission (the "Commission") by Fleet Capital Trust
I in connection with the filing under the Securities Act of 1933, as amended, of
a registration statement on Form S-4 (Registration No. 333-16001) (the
"Registration Statement") regarding an offer (the "Offer") to holders of
Depositary Shares (the "Depositary Shares"), each representing a 1/10 interest
in a share of Series V 7.25% Perpetual Preferred Stock (the "Preferred Stock")
of Fleet Financial Group, Inc. ("Fleet"). A copy of the prospectus dated
December 30, 1996 (the "Prospectus") contained in the Registration Statement
filed with the Commission on December 30, 1996 is incorporated herein by
reference as Exhibit 9(e). Pursuant to General Instruction B to Schedule 13E-4,
certain information contained in the Prospectus is hereby incorporated by
reference in answer to items of this Statement.
References to the Prospectus are identified by the captions set forth in
the Prospectus. Where substantially identical information required by Schedule
13E-4 is included under more than one caption, reference is made to only one
caption of the Prospectus.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Fleet Financial Group, Inc., a Rhode Island
corporation. The address of its principal executive office is One
Federal Street, Boston, Massachusetts 02110.
(b) The exact title of the class of securities being sought is Depositary
Shares, each representing a 1/10 interest in a share of Series V 7.25%
Perpetual Preferred Stock of Fleet. Reference is made to "Prospectus
Summary" and "The Offer--Terms of the Offer" and "--Conditions to the
Offer" in the Prospectus, which are incorporated herein by reference,
for the amount of securities outstanding and being sought and the
consideration being offered therefor. No Depositary Shares will be
acquired from officers, directors or affiliates of Fleet other than
pursuant to the terms of the Offer.
(c) Reference is made to "Price Range of Depositary Shares" in the
Prospectus, which is incorporated herein by reference.
(d) The name of the person filing this statement is Fleet Capital Trust I
(the "Trust"), a newly organized statutory business trust organized
under the laws of the State of Delaware. The address of its principal
office is c/o Fleet Financial Group, Inc., One Federal Street, Boston,
Massachusetts 02110. The Trust has been organized by Fleet for the
purpose of effecting the Offer. Reference is made to "Prospectus
Summary" and "The Trust" in the Prospectus, which are incorporated
herein by reference.
-2-
<PAGE>
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Reference is made to "The Offer--Terms of the Offer," "Description of
the Preferred Securities," "Description of the Preferred Securities
Guarantee," "Description of the Junior Subordinated Debentures" and
"Relationship Between the Preferred Securities, the Junior
Subordinated Debentures and the Preferred Securities Guarantee" in the
Prospectus, which are incorporated herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE
Reference is made to "The Offer--Reason and Purpose of the Offer" and
"--Terms of the Offer" in the Prospectus, which are incorporated herein by
reference. Depositary Shares acquired pursuant to the Offer will be delivered
to Fleet. See "Description of the Preferred Stock and Depositary Shares" in the
Prospectus, which is incorporated herein by reference.
(a) Fleet may acquire various Fleet securities from time to time in the
future and expects to issue various Fleet securities from time to
time, in each case for general or special corporate purposes.
(b)-(d) None.
(e) Reference is made to "Capitalization" in the Prospectus, which is
incorporated herein by reference.
(f)-(j) None.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
None.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
None.
-3-
<PAGE>
ITEM 6. PERSON RETAINED, EMPLOYED OR TO BE COMPENSATED.
Reference is made to "The Offer--Exchange Agent and Information Agent,"
"--Dealer Managers; Soliciting Dealers" and "Fees and Expenses; Transfer Taxes"
in the Prospectus, which are incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) Reference is made to "Capitalization," "Selected Consolidated
Financial Data of Fleet Financial Group, Inc." and "Incorporation of
Certain Documents by Reference" in the Prospectus, which are
incorporated herein by reference.
(b) Reference is made to "Capitalization" in the Prospectus, which is
incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) There are no applicable regulatory requirements which must be complied
with or approvals which must be obtained in connection with the Offer
other than compliance with the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder, the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder including, without limitation, Rule 13e-4
promulgated thereunder, the Trust Indenture Act of 1939, as amended,
and the requirements of state securities or "blue sky" laws.
(c) Not applicable.
(d) None.
(e) None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
A list of exhibits filed herewith is contained in the Index to Exhibits, which
is incorporated herein by reference.
-4-
<PAGE>
SIGNATURE
After due 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.
Dated: December 30, 1996
FLEET CAPITAL TRUST I
By: /s/ John R. Rodehorst
-----------------------
Name: John R. Rodehorst
Title: Trustee
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
9(a)(i) Letter of Transmittal
9(a)(ii) Notice of Guaranteed Delivery
9(a)(iii) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
9(a)(iv) Letter to Clients
9(a)(v) Letter to Holders of Depositary Shares
9(a)(vi) Questions and Answers Regarding Offer
9(a)(vii) Notice of Offer
9(d) Tax Opinion of Edwards & Angell (incorporated by
reference to Exhibit 8 to Fleet's and the Trust's
Registration Statement on Form S-4 (Registration No.
333-16001) (the "Registration Statement on Form S-4"))
9(e) Prospectus dated December 30, 1996 (incorporated by
reference to the Registration Statement on Form S-4)
<PAGE>
[FLEET LOGO]
LETTER OF TRANSMITTAL
TO TENDER DEPOSITARY SHARES,
EACH REPRESENTING A 1/10 INTEREST IN A SHARE OF
SERIES V 7.25% PERPETUAL PREFERRED STOCK (THE "DEPOSITARY SHARES")
(CUSIP 338915 79 6)
OF
FLEET FINANCIAL GROUP, INC.
PURSUANT TO THE OFFER BY FLEET CAPITAL TRUST I TO EXCHANGE
ITS 8.00% TRUST ORIGINATED PREFERRED SECURITIES-SM- ("TOPRS-SM-")
FOR ANY AND ALL OUTSTANDING DEPOSITARY SHARES
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, JANUARY 30, 1997, UNLESS THE OFFER IS EXTENDED
THE EXCHANGE AGENT FOR THE OFFER IS:
FLEET NATIONAL BANK
<TABLE>
<S> <C>
BY HAND: BY MAIL (REGISTERED OR CERTIFIED MAIL
RECOMMENDED):
Fleet National Bank Fleet National Bank
Corporate Trust Operations Corporate Trust Operations
CT/OP/TO6D CT/OP/TO6D
One Talcott Plaza, 5th Floor P.O. Box 1440
Hartford, CT 06103 Hartford, CT 06143
or
Fleet Bank BY OVERNIGHT COURIER:
Corporate Trust Department Fleet National Bank
14 Wall Street Corporate Trust Operations
8th Floor, Window #2 CT/OP/TO6D
New York, NY 10005 150 Windsor Street
Hartford, CT 06120
</TABLE>
BY FACSIMILE:
(For Eligible Institutions Only)
(860) 986-7908
CONFIRM RECEIPT OF LETTER OF TRANSMITTAL BY TELEPHONE:
(860) 986-1271
Attn: REORG
- ------------------------
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
<PAGE>
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
Subject to the terms and conditions set forth in the Prospectus and herein,
Fleet Capital Trust I (the "Trust") will accept for exchange any and all
Depositary Shares validly tendered and not withdrawn.
This Letter of Transmittal is to be completed by holders of Depositary
Shares, either if certificates for Depositary Shares are to be forwarded
herewith or, unless an Agent's Message (as defined in the accompanying
Prospectus of Fleet Financial Group, Inc. ("Fleet") and the Trust (as amended or
supplemented (including documents incorporated by reference), the "Prospectus"))
is utilized, if tenders of Depositary Shares are to be made by book-entry
transfer into the account of Fleet National Bank, as Exchange Agent (the
"Exchange Agent"), at The Depository Trust Company ("DTC") pursuant to the
procedures described under "The Offer--Procedures for Tendering" in the
Prospectus. Holders of Depositary Shares who tender Depositary Shares by
book-entry transfer are referred to herein as "Book-Entry Shareholders."
Any holder of Depositary Shares who submits this Letter of Transmittal and
tenders Depositary Shares in accordance with the instructions contained herein
prior to the Expiration Date (as defined in the Prospectus) will thereby have
directed the Trust to deliver its 8.00% Trust Originated Preferred
Securities-SM- ("TOPrS-SM-") (the "Preferred Securities") in exchange for such
holder's Depositary Shares and in consideration of the deposit by Fleet with the
Trust as trust assets of its 8.00% Junior Subordinated Deferrable Interest
Debentures due 2027 (the "Junior Subordinated Debentures") as set forth in the
Prospectus. Tenders of Depositary Shares pursuant to this Letter of Transmittal
are subject to withdrawal as described in the Prospectus under the caption "The
Offer--Withdrawal of Tenders."
<TABLE>
<CAPTION>
DESCRIPTION OF DEPOSITARY SHARES BEING TENDERED
DEPOSITARY SHARES TENDERED
(ATTACH ADDITIONAL SIGNED LIST IF
NECESSARY)
<S> <C> <C> <C>
<CAPTION>
NAME(S) AND ADDRESS(ES) TOTAL NUMBER
OF REGISTERED HOLDER(S) OF SHARES
(PLEASE FILL IN EXACTLY REPRESENTED NUMBER OF
AS NAME(S) APPEAR(S) ON CERTIFICATE BY SHARES
CERTIFICATE(S)) NUMBER(S) CERTIFICATE(S)* TENDERED**
<S> <C> <C> <C>
Total Shares
</TABLE>
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, the holder will be deemed to have tendered the
full number of Depositary Shares represented by the tendered certificates.
See Instruction 4.
2
<PAGE>
/ / CHECK HERE IF TENDERED DEPOSITARY SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Account No. ________________________________________________________________
Transaction Code No. _______________________________________________________
/ / CHECK HERE IF TENDERED DEPOSITARY SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Tendering Shareholder(s) ________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which Guaranteed Delivery ______________________________
If delivery is by book-entry transfer at DTC:
Name of Tendering Institution ______________________________________________
Account No. ________________________________________________________________
Transaction Code No. _______________________________________________________
SOLICITED TENDERS
(SEE INSTRUCTION 11)
Fleet will pay to any Soliciting Dealer, as defined in Instruction 11, a
solicitation fee of $0.50 per Depositary Share ($0.25 per Depositary Share with
respect to solicitation of beneficial holders of 10,000 shares or more) validly
tendered and accepted for exchange pursuant to the Offer (as herein defined).
The undersigned represents that the Soliciting Dealer which solicited and
obtained this tender is:
Name of Firm:
(Please print)
Name of Individual Broker or Financial Consultant:
Identification Number (if known):
Address:
(Include zip code)
The acceptance of compensation by such Soliciting Dealer will constitute a
representation by it that: (i) it has complied with the applicable requirements
of the Securities Exchange Act of 1934 and the applicable rules and regulations
thereunder in connection with such solicitations; (ii) it is entitled to such
compensation for such solicitation under the terms and conditions of the Offer
(unless the undersigned is not being compensated for such solicitation); (iii)
in soliciting tenders of Depositary Shares, it has used no soliciting materials
other than those furnished by Fleet and the Trust; and (iv) if it is a foreign
broker or dealer not eligible for membership in the National Association of
Securities Dealers, Inc. (the "NASD"), it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations outside the United States to the
same extent as though it were an NASD member.
If tendered Depositary Shares are being delivered by book-entry transfer
made to an account maintained by the Exchange Agent with DTC, the Soliciting
Dealer must return a Notice of Solicited Tenders to the Exchange Agent to
receive a solicitation fee.
SOLICITING DEALERS ARE NOT ENTITLED TO A FEE FOR DEPOSITARY SHARES
BENEFICIALLY OWNED BY SUCH SOLICITING DEALER.
3
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Fleet Capital Trust I, a Delaware
statutory business trust (the "Trust"), the Depositary Shares (the "Depositary
Shares"), each representing a 1/10 interest in a share of Series V 7.25%
Perpetual Preferred Stock (the "Series V Preferred") of Fleet Financial Group,
Inc. ("Fleet"), pursuant to the offer by the Trust to exchange its 8.00% Trust
Originated Preferred Securities-SM- ("TOPrS-SM-") (the "Preferred Securities")
for any and all Depositary Shares, upon the terms and subject to the conditions
set forth in the Prospectus, receipt of which is hereby acknowledged, and in
this Letter of Transmittal (which, together with the Prospectus, constitute the
"Offer").
Subject to and effective upon acceptance for exchange of the Depositary
Shares tendered herewith, the undersigned hereby exchanges, assigns and
transfers to or upon the order of the Trust all right, title and interest in and
to all the Depositary Shares that are being tendered hereby and irrevocably
constitutes and appoints the Exchange Agent the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Depositary Shares, with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver certificates for
such Depositary Shares or transfer ownership of such Depositary Shares on the
account books maintained by DTC, together, in any such case, with all
accompanying evidences of transfer and authenticity, to the Exchange Agent for
the account of the Trust, (b) present such Depositary Shares for transfer on the
books of Fleet and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Depositary Shares, all in accordance with the terms
of the Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign and transfer the Depositary
Shares and the underlying Series V Preferred tendered hereby and to acquire
Preferred Securities issuable upon the exchange of such tendered Depositary
Shares and that, when the undersigned's Depositary Shares are accepted for
exchange, the Trust will acquire good and unencumbered title to such tendered
Depositary Shares and the underlying Series V Preferred, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Trust to be necessary or desirable to complete the
exchange, assignment and transfer of tendered Depositary Shares or transfer
ownership of such Depositary Shares.
All authority herein conferred or agreed to be conferred shall survive the
death, bankruptcy or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, legal representatives,
successors, assigns, executors and administrators of the undersigned. Except as
stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Depositary Shares pursuant to
any one of the procedures described in "The Offer--Procedures for Tendering" in
the Prospectus and in the instructions hereto will constitute agreements between
the undersigned and the Trust upon the terms and subject to the conditions of
the Offer.
Unless otherwise indicated under "Special Exchange Instructions," please
cause Preferred Securities to be issued, and return any Depositary Shares not
tendered or not accepted for exchange, in the name(s) of the undersigned (and,
in the case of Depositary Shares tendered by book-entry transfer, by credit to
the account at DTC). Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail any certificates for Depositary Shares not
tendered or not accepted for exchange (and accompanying documents, as
appropriate), and any certificates for Depositary Shares, to the undersigned at
the address shown below the undersigned's signature(s). If both "Special
Exchange Instructions" and "Special Delivery Instructions" are completed, please
cause Preferred Securities to be issued, and return any Depositary Shares not
tendered or not accepted for exchange, in the name(s) of, and deliver any
certificates for such Depositary Shares to, the person(s) so indicated (and in
the case of Depositary Shares tendered by book-entry transfer, by credit to the
account at DTC). The undersigned recognizes that the Trust has no obligation,
pursuant to the "Special Exchange Instructions," to transfer any Depositary
Shares from the name of the registered holder(s) thereof if the Trust does not
accept for exchange any of the Depositary Shares so tendered.
4
<PAGE>
SPECIAL EXCHANGE INSTRUCTIONS
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
(SEE INSTRUCTIONS 1, 5 AND 7)
To be completed ONLY if certificates for Preferred
To be completed
ONLY if certificates for Preferred Securities, or certificates for Depositary
Shares not
ten Securities, or
certificates for Depositary Shares not tendered or not accepted for exchange,
are to be issued in the
dered or not
accepted for exchange, are to be mailed to name of someone other than the
undersigned.
someone other than
the undersigned, or to the undersigned
at an address other
than that shown below the
underIssue / / certificates for Preferred Securities in the
signed's
signature(s).
name of:
Mail
/ / certificates
for
Depositary
Shares to:
/ / certificates for Depositary Shares to:
/ / certificates
for
Preferred
Securities
to:
Name:
- --------------------------------------------
(Please print)
Name:
-------------------
(Please print)
Address:
- -------------------------------------------
Address:
-------------------
- -------------------------------------------
-------------------
(Include zip code)
(Include zip code)
Taxpayer Identification No.:
- --------------------------
HOLDER(S) OF DEPOSITARY SHARES SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
X
- -->
X
Signature(s) of owner(s)
Dated
Name(s)
(Please Print)
Capacity (full title)
Address
(Include zip code)
Area Code and Telephone No.
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for Depositary Shares or on a security position listing or by
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please set forth full
title and see Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
Name
Title
Address
Name of Firm
Area Code and Telephone Number
Dated
5
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
To complete the Letter of Transmittal, you must do the following:
-- Fill in the box entitled "Description of Depositary Shares Being
Tendered" and the two subsequent boxes, if applicable.
-- Sign and date the Letter of Transmittal in the box entitled "Holder(s) of
Depositary Shares Sign Here."
-- Fill in and sign in the box entitled "Substitute Form W-9."
In completing the Letter of Transmittal, you may (but are not required to)
also do the following:
-- If you want certificates for Preferred Securities, or certificates for
Depositary Shares not tendered or not accepted for exchange, to be issued
in the name of a third party, complete the box entitled "Special Exchange
Instructions."
-- If you want certificates for Preferred Securities, or certificates for
Depositary Shares not tendered or not accepted for exchange, to be mailed
to a third party, or to be delivered to an address other than that
appearing under your signature, complete the box entitled "Special
Delivery Instructions."
If you complete the box entitled "Special Exchange Instructions" or "Special
Delivery Instructions," you must have your signature guaranteed by an Eligible
Institution (as defined in Instruction 1 below) unless the Letter of Transmittal
is signed by an Eligible Institution.
1. GUARANTEE OF SIGNATURES.
No signature guarantee is required on this Letter of Transmittal (i) if
tendered Depositary Shares are registered in the name(s) of the undersigned
and the Preferred Securities to be issued in exchange therefor are to be
issued (and any Depositary Shares not tendered or not accepted for exchange
are to be returned) in the name of the registered holder(s) (which term, for
the purposes described herein, shall include any participant in DTC whose
name appears on a security listing as the owner of Depositary Shares) and
(ii) such holder(s) have not completed the instruction entitled "Special
Exchange Instructions" or "Special Delivery Instructions" on this Letter of
Transmittal. If the tendered Depositary Shares are registered in the name(s)
of someone other than the undersigned or if the Preferred Securities to be
issued in exchange therefor are to be issued (or Depositary Shares not
tendered or not accepted for exchange are to be returned) in the name of any
other person, such tendered Depositary Shares must be endorsed or
accompanied by written instruments of transfer in form satisfactory to the
Trust and duly executed by the registered holder, and the signature on the
endorsement or instrument of transfer must be guaranteed by a financial
institution (including most banks, savings and loan associations and
brokerage houses) that is a participant in the Security Transfer Agents
Medallion Program or the Stock Exchange Medallion Program (any of the
foregoing hereinafter referred to as an "Eligible Institution"). See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND DEPOSITARY SHARES.
This Letter of Transmittal is to be completed by holders of Depositary
Shares either if certificates are to be forwarded herewith or, unless an
Agent's Message (as defined in the Prospectus) is utilized, if tenders are
to be made pursuant to the procedure for tender by book-entry transfer set
forth under "The Offer--Procedures for Tendering" in the Prospectus.
Certificates for Depositary Shares, or timely confirmation (a "Book-Entry
Confirmation") of a book-entry transfer of such Depositary Shares into the
Exchange Agent's account at DTC, as well as this Letter of Transmittal (or a
facsimile hereof), properly completed and duly executed, with any required
signature guarantees, or an Agent's Message in the case of a book-entry
delivery, and any other documents required by this Letter of Transmittal,
must be received by the Exchange Agent at one of its addresses set forth
herein prior to the Expiration Date.
If a holder of Depositary Shares desires to participate in the Offer and
time will not permit this Letter of Transmittal or Depositary Shares to
reach the Exchange Agent before the Expiration Date or the procedure for
book-entry transfer cannot be completed on a timely basis, a tender may be
effected if the Exchange Agent has received at one of the addresses set
forth herein prior to the Expiration Date, a letter, telegram or facsimile
transmission from an Eligible Institution setting forth the name and address
of the tendering Holder, the name(s) in which the Depositary Shares are
registered and, if the Depositary Shares are held in certificated form, the
certificate numbers of the Depositary Shares to be tendered, and stating
that the tender is being made thereby
6
<PAGE>
and guaranteeing that within three New York Stock Exchange ("NYSE") trading
days after the date of execution of such letter, telegram or facsimile
transmission by the Eligible Institution, the Depositary Shares in proper
form for transfer together with a properly completed and duly executed
Letter of Transmittal (and any other required documents), or a confirmation
of book-entry transfer of such Depositary Shares into the Exchange Agent's
account at DTC, will be delivered by such Eligible Institution. Unless the
Depositary Shares being tendered by the above-described method are deposited
with the Exchange Agent within the time period set forth above (accompanied
or preceded by a properly completed Letter of Transmittal and any other
required documents) or a confirmation of book-entry transfer of such
Depositary Shares into the Exchange Agent's account at DTC in accordance
with DTC's Automated Tender Offer Program ("ATOP") procedures is received,
the Trust may, at its option, reject the tender.
THE METHOD OF DELIVERY OF DEPOSITARY SHARES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER. IF CERTIFICATES FOR DEPOSITARY SHARES ARE SENT BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE
TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Depositary Shares will be accepted for exchange. By executing
this Letter of Transmittal (or facsimile hereof), the tendering holder
waives any right to receive any notice of the acceptance of the Depositary
Shares for exchange.
3. INADEQUATE SPACE.
If the space provided herein is inadequate, the certificate numbers and/or
the number of Depositary Shares should be listed on a separate signed
schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO BOOK-ENTRY SHAREHOLDERS).
If fewer than all the Depositary Shares represented by any certificate
delivered to the Exchange Agent are to be tendered, fill in the number of
Depositary Shares which are to be tendered in the box entitled "Number of
Shares Tendered." In such case, a new certificate for the remainder of the
Depositary Shares represented by the old certificate will be sent to the
person(s) signing this Letter of Transmittal, unless otherwise provided in
the appropriate box on this Letter of Transmittal, as promptly as
practicable following the Expiration Date. All Depositary Shares represented
by certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the
Depositary Shares tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the certificates without alteration,
enlargement or any change whatsoever.
If any of the Depositary Shares tendered hereby are held of record by two or
more persons, all such persons must sign this Letter of Transmittal.
If any of the Depositary Shares tendered hereby are registered in different
names on different certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal as there are different
registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Depositary Shares tendered hereby, no endorsements of certificates or
separate stock powers are required unless Preferred Securities issued in
exchange therefor are to be issued, or Depositary Shares not tendered or not
exchanged are to be returned, in the name of any person other than the
registered holder(s). Signatures on any such certificates or stock powers
must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Depositary Shares tendered hereby, certificates
must be endorsed or accompanied by appropriate stock powers, in either case,
signed exactly as the name(s) of the registered holder(s) appear(s) on the
certificates for such Depositary Shares. Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Trust of the authority of such person so to act must be
submitted.
7
<PAGE>
6. STOCK TRANSFER TAXES.
Fleet will pay all stock transfer taxes, if any, applicable to the exchange
of any Depositary Shares pursuant to the Offer. If, however, certificates
representing Preferred Securities or Depositary Shares not tendered or
accepted for exchange are to be delivered to, or are to be issued in the
name of, any person other than the registered holder of the Depositary
Shares tendered or if a transfer tax is imposed for any reason other than
the exchange of Depositary Shares pursuant to the Offer, then the amount of
any such transfer taxes (whether imposed on the registered holder or any
other persons) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted
with this Letter of Transmittal, the amount of such transfer taxes will be
billed directly to such tendering holder.
7. SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS.
If certificates representing Preferred Securities are to be issued in the
name of, or any Depositary Shares not tendered or not accepted for exchange
are to be issued or to be returned to, a person other than the person(s)
signing this Letter of Transmittal or any certificates for Preferred
Securities or certificates for Depositary Shares not tendered or not
accepted for exchange are to be mailed to someone other than the person(s)
signing this Letter of Transmittal or to the person(s) signing this Letter
of Transmittal at an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed.
8. SUBSTITUTE FORM W-9.
Under the federal income tax laws, the Trust may be required to withhold 31%
of the amount of any payments made to certain holders of Preferred
Securities. In order to avoid such backup withholding, each tendering
holder, and, if applicable, each other payee, must provide such holder's or
payee's correct taxpayer identification number and certify that such holder
or payee is not subject to such backup withholding by completing the
Substitute Form W-9 set forth below under "Important Tax Information." In
general, if a holder of Preferred Securities or payee is an individual, the
taxpayer identification number is the Social Security number of such
individual. If the Trust is not provided with the correct taxpayer
identification numbers, the holder or payee may be subject to a $50 penalty
imposed by the Internal Revenue Service. Certain holders of Preferred
Securities or payees (including, among others, all corporations and certain
foreign individual(s)) are not subject to these backup withholding and
reporting requirements. In order to satisfy the Trust that a foreign
individual qualifies as an exempt recipient, such holder of Preferred
Securities or payee must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements can
be obtained from the Exchange Agent. For further information concerning
backup withholding and instructions for completing the Substitute Form W-9
(including how to obtain a taxpayer identification number if you do not have
one and how to complete the Substitute Form W-9 if Preferred Securities are
held in more than one name), consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
9. WAIVER OF CONDITIONS.
The conditions of the Offer may be waived by the Trust from time to time in
accordance with, and subject to the limitations described in, the
Prospectus, provided that acceptance of Depositary Shares validly tendered
in the Offer is subject to the condition that as of the Expiration Date
there be at least 400 record or beneficial holders of at least 1,000,000
Preferred Securities to be issued in exchange for such Depositary Shares,
which condition may not be waived.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Requests for assistance or additional copies of the Prospectus and this
Letter of Transmittal may be obtained from the Information Agent, the Dealer
Managers or the Exchange Agent at their respective addresses or telephone
numbers set forth below.
11. SOLICITED TENDERS.
Fleet will pay to a Soliciting Dealer (as defined herein) a solicitation fee
of $0.50 per Depositary Share ($0.25 per Depositary Share with respect to
the solicitation of beneficial holders of 10,000 or more shares) validly
tendered and accepted for exchange pursuant to the Offer. For purposes of
this Instruction 11, "Soliciting Dealer" includes (i) any broker or dealer
in securities, including the Dealer Managers in their capacity as dealer or
broker, who is a member of any national securities exchange or of the
National Association of Securities Dealers, Inc. (the "NASD"), (ii) any
foreign broker or dealer not eligible for membership in the NASD who agrees
to conform to the NASD's Rules of Fair Practice in soliciting tenders
outside the United States to the same extent as though it
8
<PAGE>
were an NASD member, or (iii) any bank or trust company, any one of whom has
solicited and obtained a tender pursuant to the Offer. No such fee shall be
payable to a Soliciting Dealer in respect of Depositary Shares registered in
the name of such Soliciting Dealer unless such Depositary Shares are held by
such Soliciting Dealer as nominee and such Depositary Shares are being
tendered for the benefit of one or more beneficial owners identified on the
Letter of Transmittal or on the Notice of Solicited Tenders (included in the
materials provided to brokers and dealers). No solicitation fee shall be
payable to a Soliciting Dealer with respect to the tender of Depositary
Shares unless the Letter of Transmittal accompanying such tender designates
such Soliciting Dealer as such in the box captioned "Solicited Tenders."
If tendered Depositary Shares are being delivered by book-entry transfer
made to an account maintained by the Exchange Agent with DTC, the Soliciting
Dealer must return a Notice of Solicited Tenders to the Exchange Agent
within three NYSE trading days after the Expiration Date in order to receive
a solicitation fee. No solicitation fee shall be payable to a Soliciting
Dealer in respect of Depositary Shares (i) beneficially owned by such
Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer
unless such Depositary Shares are held by such Soliciting Dealer as nominee
and such Depositary Shares are being tendered for the benefit of one or more
beneficial owners identified on the Letter of Transmittal or the Notice of
Solicited Tenders. No solicitation fee shall be payable to the Soliciting
Dealer with respect to the tender of Depositary Shares by the holder of
record, for the benefit of the beneficial owner, unless the beneficial owner
has designated such Soliciting Dealer.
12. LOST, STOLEN OR DESTROYED CERTIFICATES FOR DEPOSITARY SHARES.
Any holder of Depositary Shares whose certificate(s) for such shares have
been lost, stolen or destroyed should contact either the Exchange Agent or
the Information Agent at their respective addresses shown on the back page
of this Letter of Transmittal for special instructions.
13. IRREGULARITIES.
All questions as to the number of Depositary Shares to be accepted, the
validity, form, eligibility (including time of receipt) and acceptance of
any tender of Depositary Shares will be determined by Fleet, in its sole
discretion, which determination shall be final and binding. Fleet reserves
the absolute right to reject any or all tenders made pursuant to the Offer
determined by it not to be in appropriate form or the acceptance of or
payment for any Depositary Shares which would, in the opinion of Fleet's
counsel, be unlawful. Fleet also reserves the absolute right to waive any of
the conditions set forth in the Offer or any defect or irregularity in any
tender with respect to any particular Depositary Shares or any particular
shareholder, and Fleet's interpretation of the terms and conditions of the
Offer (including these instructions) will be final and binding. Tenders will
not be deemed to have been made until all defects and irregularities have
been cured or waived prior to the Expiration Date or such times as Fleet
shall determine. Neither Fleet, the Exchange Agent, the Information Agent,
the Dealer Managers nor any other person will be obligated to give notice of
defects or irregularities in tenders, nor shall any of them incur any
liability for failure to give any such notice.
IMPORTANT TAX INFORMATION
Under Federal income tax law, a holder of Preferred Securities is required
to provide the Trust (as payer) with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If the holder of
Preferred Securities is an individual, the TIN is his or her social security
number. If the Trust is not provided with the correct TIN, payments that are
made to such holder of Preferred Securities or other payee may be subject to 31%
backup withholding.
Certain holders of Preferred Securities (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, the holder of Preferred Securities must submit a
Form W-8, signed under penalties of perjury, attesting to that individual's
exempt status. A Form W-8 can be obtained from the Exchange Agent. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.
If backup withholding applies, the Trust is required to withhold 31% of any
such payments made to the holder of Preferred Securities or other payee. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld,
provided that the required information is given to the Internal Revenue Service.
If withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
9
<PAGE>
The box in Part 3 of the Substitute Form W-9 may be checked if the
submitting holder of Preferred Securities has not been issued a TIN and has
applied for a TIN or intends to apply for a TIN in the near future. If the box
in Part 3 is checked, the holder of Preferred Securities or other payee must
also complete the Certificate of Awaiting Taxpayer Identification Number below
in order to avoid backup withholding. Notwithstanding that the box in Part 3 is
checked and the Certificate of Awaiting Taxpayer Identification Number is
completed, the Trust will withhold 31% on all payments made prior to the time a
properly certified TIN is provided to the Trust. However, such amounts will be
refunded to such holder of Preferred Securities if a TIN is provided to the
Trust within 60 days.
The holder of Preferred Securities is required to give the Trust the TIN
(e.g., social security number or employer identification number) of the record
owner of the Preferred Securities or of the last transferee appearing on the
transfers attached to, or endorsed on, the Preferred Securities. If the
Preferred Securities are in more than one name or are not in the name of the
actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.
<TABLE>
<S> <C> <C> <C>
PAYER'S NAME: FLEET CAPITAL TRUST I
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE SOCIAL SECURITY NUMBER OR
FORM W-9 BOX AT RIGHT AND CERTIFY BY SIGNING AND EMPLOYER
DATING BELOW IDENTIFICATION NUMBER
PART 2--Check the box if you are NOT subject to backup withholding under
DEPARTMENT OF THE TREASURY, the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code
INTERNAL REVENUE SERVICE because (1) you are exempt from backup withholding (2) you have not been
notified that you are subject to backup withholding as a result of
failure to report all interest or dividends or (3) the Internal Revenue
Service has notified you that you are no longer subject to backup
withholding. / /
PAYER'S REQUEST FOR TAXPAYER CERTIFICATION: UNDER PENALTIES OF PERJURY, I CERTIFY THAT PART 3
IDENTIFICATION NUMBER (TIN) THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND AWAITING
AND COMPLETE. TIN / /
CERTIFICATION
SIGNATURE
DATE
</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered
an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application in
the near future. I understand that 31% of all reportable payments made to me
will be withheld until I provide a number and that if such number is
provided to you within sixty (60) days, such withheld amounts will be
refunded.
<TABLE>
<S> <C>
Signature Date
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
10
<PAGE>
THE INFORMATION AGENT FOR THE OFFER IS:
[GEORGESON & COMPANY INC. LOGO]
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll-Free)
Banks and Brokers Call Collect:
(212) 440-9800
THE DEALER MANAGERS FOR THE OFFER ARE:
<TABLE>
<S> <C>
MERRILL LYNCH & CO. SMITH BARNEY INC.
World Financial Center 388 Greenwich Street
North Tower--Seventh Floor New York, New York 10013
New York, New York 10281 (800) 655-4811 (Toll-Free)
(888) ML4-TNDR (Toll-Free) Attn: Paul S. Galant
(888) 654-8637 (Toll-Free)
Attn: Susan L. Weinberg
</TABLE>
THE EXCHANGE AGENT FOR THE OFFER IS:
FLEET NATIONAL BANK
One Talcott Plaza, 5th Floor
Hartford, CT 06103
(800) 666-6431 (Toll-Free)
December 30, 1996
<PAGE>
[FLEET LOGO]
NOTICE OF GUARANTEED DELIVERY
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if (i) certificates for Depositary Shares
(the "Depositary Shares"), each representing a 1/10 interest in a share of
Series V 7.25% Perpetual Preferred Stock of Fleet Financial Group, Inc.
("Fleet"), cannot be delivered to the Exchange Agent by the Expiration Date (as
defined in the Prospectus of Fleet and Fleet Capital Trust I dated December 30,
1996 (the "Prospectus")), (ii) the procedure for book-entry transfer of
Depositary Shares (as set forth in the Prospectus) cannot be completed by the
Expiration Date or (iii) the Letter of Transmittal (or a facsimile thereof) and
all other required documents cannot be delivered to the Exchange Agent prior to
the Expiration Date (as defined in the Prospectus). This form, properly
completed and duly executed, may be delivered by hand, facsimile transmission or
mail to the Exchange Agent. See the Prospectus.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, JANUARY 30, 1997, UNLESS THE OFFER IS
EXTENDED.
THE EXCHANGE AGENT FOR THE OFFER IS:
FLEET NATIONAL BANK
<TABLE>
<S> <C>
BY HAND: BY MAIL (REGISTERED OR CERTIFIED MAIL
RECOMMENDED):
Fleet National Bank Fleet National Bank
Corporate Trust Operations Corporate Trust Operations
CT/OP/TO6D CT/OP/TO6D
One Talcott Plaza, 5th Floor P.O. Box 1440
Hartford, CT 06103 Hartford, CT 06143
or BY OVERNIGHT COURIER:
Fleet Bank Fleet National Bank
Corporate Trust Department Corporate Trust Operations
14 Wall Street CT/OP/TO6D
8th Floor, Window #2 150 Windsor Street
New York, NY 10005 Hartford, CT 06120
</TABLE>
BY FACSIMILE:
(For Eligible Institutions Only)
(860) 986-7908
CONFIRM RECEIPT OF NOTICE OF GUARANTEED DELIVERY BY TELEPHONE:
(860) 986-1271
Attn: REORG
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Fleet Capital Trust I (the "Trust"), upon
the terms and subject to the conditions set forth in the Prospectus and the
related Letter of Transmittal (which together constitute the "Offer"), receipt
of which is hereby acknowledged, the number of Depositary Shares set forth
below, pursuant to the guaranteed delivery procedure set forth in the
Prospectus:
Number of Depositary
Shares Tendered: _____________________________________________________________
Certificate Nos. (if available):
______________________________________________________________________________
______________________________________________________________________________
Check if Depositary Shares will be tendered by book-entry transfer effected by
The Depository Trust Company: / /
Name of
Tendering Institution:
______________________________________________________________________________
Account Number: ______________________________________________________________
SIGN HERE
X_____________________________________________________________________________
X_____________________________________________________________________________
(Signature(s))
______________________________________________________________________________
______________________________________________________________________________
(Name(s)) (Please print)
______________________________________________________________________________
(Address(es))
______________________________________________________________________________
(City, state and zip code)
______________________________________________________________________________
(Area code and telephone number)
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an office, branch or agency in
the United States, guarantees (a) that the above named person(s) "own(s)" the
Depositary Shares tendered hereby within the meaning of Rule 14e-4 under the
Securities Exchange Act of 1934, as amended, (b) that such tender of
Depositary Shares complies with Rule 14e-4 and (c) to deliver to the Exchange
Agent either the Depositary Shares tendered hereby, in proper form for
transfer, or confirmation of the book-entry transfer of the Depositary Shares
tendered hereby into the account of the Exchange Agent at The Depository Trust
Company, together with a properly completed and duly executed Letter(s) of
Transmittal (or facsimile(s) thereof), with any required signature guarantees
(or an Agent's Message (as defined in the Prospectus)) and any other required
documents within three New York Stock Exchange trading days after the date of
execution of this Notice.
<TABLE>
<S> <C>
X
Name of Firm Authorized Signature
Name:
Address (Please Type or Print)
Title:
City, State and Zip Code
Telephone Number: Dated:
</TABLE>
DO NOT SEND CERTIFICATES FOR DEPOSITARY SHARES WITH THIS NOTICE OF
GUARANTEED DELIVERY. CERTIFICATES FOR DEPOSITARY SHARES SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
2
<PAGE>
[FLEET LOGO]
FLEET CAPITAL TRUST I
OFFER TO EXCHANGE ITS
8.00% TRUST ORIGINATED PREFERRED SECURITIES-SM- ("TOPRS-SM-")
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY AND GUARANTEED
TO THE EXTENT SET FORTH IN THE PROSPECTUS BY FLEET FINANCIAL GROUP, INC.)
FOR ANY AND ALL OUTSTANDING DEPOSITARY SHARES,
EACH REPRESENTING A 1/10 INTEREST IN A SHARE OF
SERIES V 7.25% PERPETUAL PREFERRED STOCK
(CUSIP 338915 79 6)
OF
FLEET FINANCIAL GROUP, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, JANUARY 30, 1997, UNLESS THE OFFER IS EXTENDED.
December 30, 1996
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Fleet Financial Group, Inc., a Rhode Island
corporation ("Fleet"), and Fleet Capital Trust I, a Delaware statutory business
trust (the "Trust"), to act as Dealer Managers in connection with the offer by
the Trust to exchange, upon the terms and subject to the conditions set forth in
the Prospectus referred to below and the related Letter of Transmittal (which
together constitute the "Offer"), its 8.00% Trust Originated Preferred
Securities-SM- ("TOPrS-SM-") (the "Preferred Securities") for any and all
Depositary Shares (the "Depositary Shares"), each representing a 1/10 interest
in a share of Series V 7.25% Perpetual Preferred Stock of Fleet, not owned by
Fleet, that are validly tendered and accepted for exchange pursuant to the
Offer. In connection with the Offer, Fleet will deposit in the Trust as trust
assets its 8.00% Junior Subordinated Deferrable Interest Debentures due 2027 as
set forth in the Prospectus referred to below.
Pursuant to the Offer, exchanges will be made on the basis of one Preferred
Security for each Depositary Share validly tendered and accepted for exchange in
the Offer.
The Trust will accept for exchange all Depositary Shares validly tendered
and not withdrawn, upon the terms and subject to the conditions of the Offer
described in the Prospectus dated December 30, 1996 (the "Prospectus").
For your information and for forwarding to your clients for whom you hold
Depositary Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Prospectus;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 providing information relating to backup federal
income tax withholding;
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
- ------------------------
- -SM- "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE>
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Depositary Shares and all other required documents cannot be delivered to the
Exchange Agent by the Expiration Date (as defined in the Prospectus), or the
book-entry transfer of the Depositary Shares cannot be completed by the
Expiration Date;
4. A form of letter that may be sent to your clients for whose accounts you
hold Depositary Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions and designation of
Soliciting Dealer with regard to the Offer;
5. A letter from the President and Chief Executive Officer of Fleet to
holders of Depositary Shares that may be sent to your clients;
6. A Question and Answer pamphlet that may be sent to your clients; and
7. A return envelope addressed to Fleet National Bank, the Exchange Agent.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, JANUARY 30, 1997, UNLESS THE OFFER IS EXTENDED.
NONE OF FLEET, THE BOARD OF DIRECTORS OF FLEET, THE TRUSTEES OR THE TRUST
MAKES ANY RECOMMENDATION TO HOLDERS OF DEPOSITARY SHARES AS TO WHETHER TO TENDER
OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS OF DEPOSITARY SHARES ARE URGED
TO CONSULT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR DECISIONS ON WHAT
ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
Fleet will pay a solicitation fee of $0.50 per Depositary Share ($0.25 per
Depositary Share with respect to solicitation of beneficial holders of 10,000 or
more shares) for any Depositary Shares validly tendered and accepted for
exchange and exchanged pursuant to the Offer and covered by a Letter of
Transmittal which designates, as having solicited and obtained the tender, the
name of (i) any broker or dealer in securities, including the Dealer Managers in
their capacity as broker or dealer, which is a member of any national securities
exchange or of the National Association of Securities Dealers, Inc. (the
"NASD"), (ii) any foreign broker or dealer not eligible for membership in the
NASD which agrees to conform to the NASD's Rules of Fair Practice in soliciting
tenders outside the United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company (each of which is referred to herein
as a "Soliciting Dealer"). No solicitation fee shall be payable to a Soliciting
Dealer with respect to the tender of Depositary Shares by a holder unless the
Letter of Transmittal accompanying such tender designates such Soliciting Dealer
as such in the box captioned "Solicited Tenders."
Soliciting Dealers will include any of the organizations described in
clauses (i), (ii) and (iii) above even when the activities of such organizations
in connection with the Offer consist solely of forwarding to clients materials
relating to the Offer, including the Prospectus and Letter of Transmittal, and
tendering Depositary Shares as directed by beneficial owners thereof. No
Soliciting Dealer is required to make any recommendation to holders of
Depositary Shares as to whether to tender or refrain from tendering in the
Offer. No assumption is made, in making payment to any Soliciting Dealer, that
its activities in connection with the Offer included any activities other than
those described above, and for all purposes noted in all materials relating to
the Offer, the term "solicit" shall be deemed to mean no more than "processing
shares tendered" or "forwarding to customers materials regarding the Offer."
If tendered Depositary Shares are being delivered by book-entry transfer
made to an account maintained by the Exchange Agent with The Depository Trust
Company, the Soliciting Dealer must return a Notice of Solicited Tenders to the
Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date in order to receive a solicitation fee. Such Notice of Solicited
Tenders is attached hereto on page 4. No solicitation fee shall be payable to a
Soliciting Dealer in respect of Depositary Shares (i) beneficially owned by such
Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer
unless such Depositary Shares are held by such Soliciting Dealer as nominee and
such Depositary Shares
2
<PAGE>
are being tendered for the benefit of one or more beneficial owners identified
on the Letter of Transmittal or the Notice of Solicited Tenders. No solicitation
fee shall be payable to the Soliciting Dealer with respect to the tender of
Depositary Shares by the holder of record, for the benefit of the beneficial
owner, unless the beneficial owner has designated such Soliciting Dealer.
No solicitation fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer any portion of such fee
to a tendering holder (other than itself). No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of Fleet, the Trust, the
Trustees, the Exchange Agent, the Information Agent or the Dealer Managers for
purposes of the Offer.
Fleet will, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by them
in forwarding materials to their customers. Fleet will pay all stock transfer
taxes applicable to the acceptance of Depositary Shares pursuant to the Offer,
subject to Instruction 6 of the Letter of Transmittal.
Soliciting Dealers should take care to ensure proper record-keeping to
document their entitlement to any solicitation fee.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers set
forth below.
Very truly yours,
MERRILL LYNCH & CO.
SMITH BARNEY INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF FLEET, THE TRUST, THE TRUSTEES OF THE TRUST, THE DEALER MANAGERS,
THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
3
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Depositary Shares whose tender you have solicited.
All Depositary Shares beneficially owned by a beneficial owner, whether in one
account or several, and in however many capacities, must be aggregated for
purposes of completing the tables below. Any questions as to what constitutes
beneficial ownership should be directed to the Exchange Agent. If the space
below is inadequate, list the Depositary Shares on a separate signed schedule
and affix the list to this Notice of Solicited Tenders. PLEASE DO NOT COMPLETE
THE SECTIONS OF THE TABLE HEADED "TO BE COMPLETED ONLY BY EXCHANGE AGENT."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE EXCHANGE AGENT
WITHIN THREE NYSE TRADING DAYS AFTER THE EXPIRATION DATE AT THE ADDRESS SET
FORTH BELOW. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE
DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH BELOW.
BENEFICIAL HOLDERS OF FEWER THAN 10,000 DEPOSITARY SHARES
<TABLE>
<CAPTION>
TO BE COMPLETED BY TO BE COMPLETED ONLY
SOLICITING DEALER BY EXCHANGE AGENT
NUMBER OF NUMBER OF
SHARES VOI TICKET SHARES FEE $0.50
BENEFICIAL OWNERS TENDERED NUMBER* ACCEPTED PER SHARE
<S> <C> <C> <C> <C>
Beneficial Owner No. 1..........
Beneficial Owner No. 2..........
Beneficial Owner No. 3..........
Beneficial Owner No. 4..........
Beneficial Owner No. 5..........
Total.......................
</TABLE>
BENEFICIAL HOLDERS OF 10,000 OR MORE DEPOSITARY SHARES
<TABLE>
<CAPTION>
TO BE COMPLETED BY TO BE COMPLETED ONLY
SOLICITING DEALER BY EXCHANGE AGENT
NUMBER OF NUMBER OF
SHARES VOI TICKET SHARES FEE $0.25
BENEFICIAL OWNERS TENDERED NUMBER* ACCEPTED PER SHARE
<S> <C> <C> <C> <C>
Beneficial Owner No. 1..........
Beneficial Owner No. 2..........
Beneficial Owner No. 3..........
Beneficial Owner No. 4..........
Beneficial Owner No. 5..........
Total.......................
</TABLE>
* Complete if Depositary Shares delivered by book-entry transfer. Please
submit a separate VOI ticket for Depositary Shares tendered when the
solicitation fee is to be directed to another Soliciting Dealer. At the time
of tendering Depositary Shares in Book-Entry form, please indicate your
request in the comments field.
All questions as to the validity, form and eligibility (including time of
receipt) of Notices of Solicited Tenders will be determined by the Exchange
Agent, in its sole discretion, which determination will be final
4
<PAGE>
and binding. Neither the Exchange Agent nor any other person will be under any
duty to give notification of any defects or irregularities in any Notice of
Solicited Tenders or incur any liability for failure to give such notification.
The undersigned hereby confirms that: (i) it has complied with the
applicable requirements of the Securities Exchange Act of 1934, and the
applicable rules and regulations thereunder, in connection with such
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Prospectus (unless the undersigned is not
being compensated for such solicitation); (iii) in soliciting tenders of
Depositary Shares, it has used no soliciting materials other than those
furnished by Fleet or the Trust; and (iv) if it is a foreign broker or dealer
not eligible for membership in the NASD, it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations outside the United States to the
same extent as though it were an NASD member.
<TABLE>
<S> <C>
Print Firm Name Address
Authorized Signature City, State, Zip Code
Area Code and Telephone Number Attention
</TABLE>
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
5
<PAGE>
THE INFORMATION AGENT FOR THE OFFER IS:
[GEORGESON & COMPANY INC. LOGO]
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll-Free)
Banks and Brokers Call Collect:
(212) 440-9800
THE DEALER MANAGERS FOR THE OFFER ARE:
<TABLE>
<S> <C>
MERRILL LYNCH & CO. SMITH BARNEY INC.
World Financial Center 388 Greenwich Street
North Tower--Seventh Floor New York, New York 10013
New York, New York 10281 (800) 655-4811 (Toll-Free)
(888) ML4-TNDR (Toll-Free) Attn: Paul S. Galant
(888) 654-8637 (Toll-Free)
Attn: Susan L. Weinberg
</TABLE>
THE EXCHANGE AGENT FOR THE OFFER IS:
FLEET NATIONAL BANK
<TABLE>
<S> <C>
BY HAND: BY MAIL (REGISTERED OR CERTIFIED MAIL
RECOMMENDED):
Fleet National Bank Fleet National Bank
Corporate Trust Operations Corporate Trust Operations
CT/OP/TO6D CT/OP/TO6D
One Talcott Plaza, 5th Floor P.O. Box 1440
Hartford, CT 06103 Hartford, CT 06143
or BY OVERNIGHT COURIER:
Fleet Bank Fleet National Bank
Corporate Trust Department Corporate Trust Operations
14 Wall Street CT/OP/TO6D
8th Floor, Window #2 150 Windsor Street
New York, NY 10005 Hartford, CT 06120
</TABLE>
BY FACSIMILE:
(For Eligible Institutions Only)
(860) 986-7908
CONFIRM RECEIPT OF NOTICE OF GUARANTEED DELIVERY BY TELEPHONE:
(860) 986-1271
Attn: REORG
<PAGE>
FLEET CAPITAL TRUST I
OFFER TO EXCHANGE ITS
8.00% TRUST ORIGINATED PREFERRED SECURITIES-SM- ("TOPRS-SM-")
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY AND GUARANTEED
TO THE EXTENT SET FORTH IN THE PROSPECTUS BY FLEET FINANCIAL GROUP, INC.)
FOR ANY AND ALL OUTSTANDING DEPOSITARY SHARES,
EACH REPRESENTING A 1/10 INTEREST IN A SHARE OF
SERIES V 7.25% PERPETUAL PREFERRED STOCK
(CUSIP 338915 79 6)
OF
FLEET FINANCIAL GROUP, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, JANUARY 30, 1997, UNLESS THE OFFER IS EXTENDED.
December 30, 1996
To Our Clients:
Enclosed for your consideration are the Prospectus dated December 30, 1996
(the "Prospectus") and the Letter of Transmittal (which together constitute the
"Offer") in connection with the Offer by Fleet Capital Trust I, a Delaware
statutory business trust (the "Trust"), to exchange its 8.00% Trust Originated
Preferred Securities-SM- ("TOPrS-SM-") (the "Preferred Securities") for any and
all Depositary Shares (the "Depositary Shares"), each representing a 1/10
interest in a share of Series V 7.25% Perpetual Preferred Stock of Fleet
Financial Group, Inc., a Rhode Island corporation ("Fleet"), not owned by Fleet,
that are validly tendered and accepted for exchange pursuant to the Offer. In
connection with the Offer, Fleet will deposit in the Trust as trust assets its
8.00% Junior Subordinated Deferrable Interest Debentures due 2027 as set forth
in the Prospectus.
Pursuant to the Offer, exchanges will be made on the basis of one Preferred
Security for each Depositary Share validly tendered and accepted for exchange in
the Offer.
The Trust will accept for exchange Depositary Shares validly tendered and
not withdrawn, upon the terms and subject to the conditions of the Offer. We are
the holder of record of Depositary Shares held for your account. A tender of
such Depositary Shares can be made only by us as the holder of record and
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender Depositary Shares held
by us for your account.
We request instructions as to whether you wish us to tender any or all of
the Depositary Shares held by us for your account, upon the terms and subject to
the conditions set forth in the Prospectus and the Letter of Transmittal. We
also request that you designate, in the box captioned "Soliciting Tenders," any
Soliciting Dealer who solicited your tender of Depositary Shares.
Your attention is called to the following:
1. The Offer and withdrawal rights expire at 12:00 Midnight, New York
City time, on Thursday, January 30, 1997, unless the Offer is extended.
2. Consummation of the Offer is conditioned on, among other things,
tenders by a sufficient number of holders of Depositary Shares such that
there be at least 400 record or beneficial holders of at least 1,000,000
Preferred Securities to be issued in exchange for such Depositary Shares
(the "Minimum Distribution Condition"), which condition may not be waived.
- ------------------------
- -SM- "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE>
3. The Trust expressly reserves the right, in its sole discretion,
subject to applicable law, to (i) terminate the Offer and not accept for
exchange any Depositary Shares and promptly return all Depositary Shares
upon the failure of any of the conditions specified above and in "The
Offer-- Conditions to the Offer" in the Prospectus, (ii) waive any condition
to the Offer (other than the Minimum Distribution Condition) and accept all
Depositary Shares previously tendered pursuant to the Offer, (iii) extend
the Expiration Date of the Offer and retain all Depositary Shares tendered
pursuant to such Offer until the Expiration Date, subject, however, to all
withdrawal rights of holders, see "The Offer--Withdrawal of Tenders" in the
Prospectus, (iv) amend the terms of the Offer, (v) modify the form of the
consideration to be paid pursuant to the Offer, or (vi) not accept for
exchange Depositary Shares at any time on or prior to the Expiration Date,
for any reason, including, without limitation, if fewer than 100,000
Depositary Shares would remain outstanding upon acceptance of those tendered
(which condition may be waived by the Trust). Any amendment applicable to
the Offer will apply to all Depositary Shares tendered pursuant to the
Offer. The minimum period during which the Offer must remain open following
material changes in the terms of the Offer or the information concerning the
Offer, other than a change in the amount of Depositary Shares sought for
exchange or an increase or decrease in the consideration offered to holders
of Depositary Shares, depends upon the facts and circumstances, including
the relative materiality of such terms or information. See "The
Offer--Expiration Date; Extensions; Amendments; Termination" in the
Prospectus.
4. Tendering shareholders will not pay brokerage fees or commissions,
solicitation fees or, subject to Instruction 6 of the Letter of Transmittal,
any stock transfer taxes applicable to the exchange of Depositary Shares
pursuant to the Offer.
Please note that a Question and Answer pamphlet regarding the Preferred
Securities is enclosed for your information.
If you wish to have us tender any or all of your Depositary Shares, please
so instruct us by completing, executing, detaching and returning to us the
instruction form on the detachable part hereof. An envelope to return your
instructions to us is enclosed. If you authorize tender of your Depositary
Shares, all such Depositary Shares will be tendered unless otherwise specified
on the detachable part hereof. Your instructions should be forwarded to us in
ample time to permit us to submit a tender on your behalf by the Expiration
Date.
THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON
BEHALF OF, HOLDERS OF DEPOSITARY SHARES IN ANY JURISDICTION IN WHICH THE MAKING
OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF
SUCH JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF WHICH REQUIRE THAT THE
OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE
MADE ON BEHALF OF THE TRUST BY MERRILL LYNCH & CO. AND SMITH BARNEY INC. OR ONE
OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH
JURISDICTION.
2
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus dated December 30, 1996 and the Letter of Transmittal in connection
with the Offer by the Trust to exchange its Preferred Securities for any and all
Depositary Shares of Fleet that are validly tendered and accepted for exchange.
Pursuant to the Offer, exchanges will be made on the basis of one Preferred
Security for each Depositary Share validly tendered and accepted for exchange in
the Offer.
This will instruct you to tender the number of Depositary Shares indicated
below held by you for the account of the undersigned, upon the terms and subject
to the conditions set forth in the Prospectus and the Letter of Transmittal.
/ / By checking this box, all Depositary Shares held by you for our account,
including fractional shares, will be tendered in the Offer. If fewer than
all Depositary Shares are to be tendered, we have checked the box below and
indicated the aggregate number of Depositary Shares to be tendered by you.
/ / ________________________ shares*
- ------------------------
* Unless otherwise indicated, it will be assumed that all Depositary Shares
held by us for your account are to be tendered.
SIGN HERE
Signature(s): __________________________________________________________________
Name(s): _______________________________________________________________________
Address: _______________________________________________________________________
Social Security or Taxpayer ID No.: ____________________________________________
PLEASE DESIGNATE IN THE BOX BELOW ANY SOLICITING DEALER
WHO SOLICITED YOUR TENDER.
SOLICITED TENDERS
The undersigned represents that the Soliciting Dealer who solicited and obtained
this tender is:
Name of Firm: ______________________________________________________________
(Please print)
Name of Individual Broker
or Financial Consultant: ___________________________________________________
Identification Number (if known): __________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
(Include zip code)
SIGN HERE
<TABLE>
<S> <C>
X
X
<CAPTION>
Signature(s) Print name(s) and address(es) here
</TABLE>
Dated
------------------------------
3
<PAGE>
[LOGO]
December 30, 1996
Dear Shareholder:
A special purpose trust (the "Trust") formed by Fleet Financial Group, Inc.
("Fleet") is offering to exchange its 8.00% Trust Originated Preferred
Securities (the "Preferred Securities") for any and all of Fleet's depositary
shares (the "Depositary Shares"), each representing a one-tenth interest in a
share of Fleet's Series V 7.25% Perpetual Preferred Stock. The exchange will be
made on the basis of one Preferred Security for one Depositary Share.
Enclosed for your consideration are a Prospectus dated December 30, 1996
(the "Prospectus") and a Letter of Transmittal (collectively, the "Offer").
These enclosures contain detailed information concerning the Offer, including
its terms and conditions, its purpose, the procedures for tendering Depositary
Shares in exchange for Preferred Securities and information relating to certain
tax consequences of exchanging Depositary Shares for Preferred Securities under
the Offer. Please read the enclosed information carefully before deciding
whether or not you wish to tender your Depositary Shares for exchange.
Subject to the terms and conditions of the Offer, all of the Depositary
Shares that are properly tendered (and are not withdrawn) will be exchanged for
Preferred Securities.
In reviewing the enclosed material, please bear in mind the following:
- The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on Thursday, January 30, 1997, unless the Offer is extended.
Fleet National Bank, as exchange agent (the "Exchange Agent"), must
receive the certificates representing your Depositary Shares and the
Letter of Transmittal (or the Notice of Guaranteed Delivery, if
applicable) by that time.
- The exchange of Depositary Shares for Preferred Securities under the Offer
is a taxable transaction under present federal income tax laws. In
addition, your ownership and disposition of Preferred Securities may have
different tax consequences than your ownership and disposition of
Depositary Shares. You should consult your own tax advisor regarding the
tax consequences to you of the exchange and the ownership and disposition
of Preferred Securities, including the application and effect of federal,
state, local and foreign tax laws.
- Consummation of the Offer is conditioned on, among other things, tenders
by a sufficient number of holders of Depositary Shares such that there be
at least 400 record or beneficial holders of at least 1,000,000 Preferred
Securities to be issued in exchange for such Depositary Shares, which
condition may not be waived.
Although Fleet's Board of Directors (the "Board') has authorized the Offer,
neither the Board nor Fleet makes any recommendation as to whether you should
tender all or any of your Depositary Shares for exchange in the Offer. You
should make your own decision as to whether to tender Depositary Shares and, if
so, how many Depositary Shares to tender.
The Offer makes good economic sense for Fleet. Replacing the Depositary
Shares with Preferred Securities will improve Fleet's after-tax cash flow. The
cash flow benefit arises because interest payable by Fleet to the Preferred
Securities' trust is deductible for federal income tax purposes, while the
dividends payable by Fleet on the Depositary Shares are not.
<PAGE>
I encourage you to read the enclosed materials carefully. If, after
reviewing the information set forth in the Prospectus and Letter of Transmittal,
you wish to tender Depositary Shares for exchange in the Offer, please either
follow the instructions contained in the Prospectus and Letter of Transmittal or
contact your broker, dealer, commercial bank, trust company or other nominee to
effect the tender for you.
If you need additional information or assistance in connection with the
Offer, please contact the Information Agent, Georgeson & Company Inc., whose
toll-free telephone number is (800) 223-2064, or the Dealer Managers, whose
telephone numbers are set forth on the back cover of the Prospectus.
Very truly yours,
/s/ Terrence Murray
Terrence Murray
President and Chief Executive Officer
<PAGE>
[FLEET LOGO]
EXCHANGE
OFFER
QUESTIONS
&
ANSWERS
[FLEET LOGO]
<PAGE>
QUESTIONS AND ANSWERS
RELATING TO THE OFFER (THE "OFFER")
BY FLEET CAPITAL TRUST I (THE "TRUST") TO
EXCHANGE ITS 8.00% TRUST ORIGINATED PREFERRED SECURITIES-SM-("TOPRS-SM-") (THE
"PREFERRED SECURITIES") FOR ANY AND ALL DEPOSITARY SHARES (THE "DEPOSITARY
SHARES"), EACH REPRESENTING A 1/10 INTEREST IN A SHARE OF SERIES V 7.25%
PERPETUAL PREFERRED STOCK OF FLEET FINANCIAL GROUP, INC. ("FLEET")
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY,
JANUARY 30, 1997, UNLESS THE OFFER IS EXTENDED.
Please note that the following information does not purport to be complete
and is subject in all respects to the provisions of, and is qualified in its
entirety by reference to, the Prospectus dated December 30, 1996 (the
"Prospectus") and the accompanying Letter of Transmittal (which together
constitute the "Offer"). Please refer to the Prospectus for details of the Offer
and defined terms used herein.
<TABLE>
<S> <C>
Q: WHAT ARE THE TERMS OF THE OFFER?
A: The Trust will exchange one Preferred
Security for each Depositary Share
validly tendered and accepted for
exchange. See "The Offer" in the
Prospectus.
Q: WHAT ARE PREFERRED SECURITIES?
A: Preferred Securities represent
preferred interests in the Trust's
assets, which assets consist solely of
8.00% Junior Subordinated Deferrable
Interest Debentures due February 15,
2027 (the "Junior Subordinated
Debentures") issued by Fleet to the
Trust. Preferred Securities pay
quarterly distributions corresponding
to the interest rate and the payment
dates on the Junior Subordinated
Debentures. See "Description of the
Preferred Securities" and "Description
of the Junior Subordinated Debentures"
in the Prospectus.
Q: WHAT IS THE REASON AND PURPOSE OF THE
OFFER?
A: On October 21, 1996, the Board of
Governors of the Federal Reserve System
issued a press release announcing that
it had approved the use of certain
cumulative preferred stock instruments,
such as the Preferred Securities, as
"Tier 1 capital" for purposes of the
Federal Reserve Board's capital
guidelines for bank holding companies
("Tier 1 capital"). Fleet intends to
treat the Preferred Securities as Tier
1 capital. Moreover, under current
United States federal tax law, the
interest payable on the Junior
Subordinated Debentures, unlike the
dividends payable on the Depositary
Shares, is deductible.
Q: WILL THE PREFERRED SECURITIES BE LISTED
ON THE NEW YORK STOCK EXCHANGE?
A: Fleet will apply to list the Preferred
Securities on the New York Stock
Exchange under the ticker symbol "FLT
pfH".
Q: ARE THE PREFERRED SECURITIES RATED?
A: As of the date of the Prospectus, the
Preferred Securities have been rated by
Moody's and by Standard & Poor's and
have the same ratings as the Depositary
Shares.
</TABLE>
- ------------------------
- -SM- "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE>
<TABLE>
<S> <C>
Q: HOW ARE THE PREFERRED SECURITIES
GUARANTEED?
A: Payments of dividends on the Preferred
Securities and on liquidation or
redemption are guaranteed on a
subordinated basis by Fleet, but only
if and to the extent payments have been
made on the Junior Subordinated
Debentures. See "Description of the
Preferred Securities Guarantee" in the
Prospectus.
Q: ARE THE REDEMPTION PROVISIONS OF THE
PREFERRED SECURITIES DIFFERENT FROM
THOSE OF THE DEPOSITARY SHARES?
A: Yes. While the Depositary Shares have
no maturity date, the Preferred
Securities will be redeemed following
repayment of the Junior Subordinated
Debentures upon their maturity, which
will be February 15, 2027, unless (i)
shortened to a date not earlier than
April 15, 2001, or (ii) extended to a
date not later than February 15, 2046,
in each case subject to certain
conditions (as so shortened or
extended, the "Stated Maturity").
Moreover, the Junior Subordinated
Debentures are redeemable, (i) in whole
or in part, at the option of Fleet on
or after April 15, 2001, at a
redemption price equal to 100% of the
aggregate principal amount thereof or
(ii) in whole but not in part, prior to
April 15, 2001, upon the occurrence of
a Special Event at a redemption price
equal to 104% of the principal amount
thereof from the Expiration Date
through April 14, 1998, declining
ratably on each April 15 thereafter to
100% on or after April 15, 2001, plus,
in either case, accrued and unpaid
distributions to the date of
redemption. If the Junior Subordinated
Debentures are redeemed by Fleet, the
Trust must redeem Preferred Securities
on a pro rata basis equal to the
aggregate principal amount of the
Junior Subordinated Debentures so
redeemed. See "Risk Factors and Special
Considerations Relating to the Offer,"
"Comparison of Preferred Securities and
Depositary Shares," "Description of the
Preferred Securities" and "Description
of the Junior Subordinated Debentures"
in the Prospectus.
DISTRIBUTION AND DIVIDEND MATTERS
Q: HOW DOES THE DISTRIBUTION RATE ON THE
PREFERRED SECURITIES COMPARE TO THE
DIVIDEND RATE ON THE DEPOSITARY SHARES?
A: The distribution rate on the Preferred
Securities is 8.00% per annum, while
the dividend rate for the Depositary
Shares is 7.25% per annum.
Q: WILL DISTRIBUTIONS ON THE PREFERRED
SECURITIES BE PAID ON THE SAME SCHEDULE
AS DIVIDENDS ON THE DEPOSITARY SHARES?
A: No, there is a different payment
schedule. Distributions on the
Preferred Securities will be paid on
March 31, June 30, September 30 and
December 31, while dividends are paid
on the Depositary Shares on January 15,
April 15, July 15 and October 15.
Q: THE NEXT SCHEDULED DIVIDEND PAYMENT
DATE ON THE DEPOSITARY SHARES IS
JANUARY 15, 1997. WILL THE AMOUNT OF
THAT DIVIDEND ON DEPOSITARY SHARES THAT
ARE EXCHANGED IN THE OFFER BE PAID TO
EXCHANGING HOLDERS FOR THE PERIOD PRIOR
TO THE EXCHANGE?
A: Yes. Holders who exchange Depositary
Shares in the Offer will be entitled to
receive the scheduled dividend payment
on the Depositary Shares on January 15,
1997, and distributions on their new
Preferred Securities at the rate of
7.25% per annum from January 15, 1997
up to and including the Expiration Date
of the Offer and 8.00% thereafter, with
the first payment to
</TABLE>
<PAGE>
<TABLE>
<S> <C>
be made on March 31, 1997. See
"Description of the Preferred
Securities--Distributions" in the
Prospectus.
Q: EXPLAIN THE 20 QUARTER DIVIDEND
DEFERRAL PROVISION OF THE PREFERRED
SECURITIES.
A: Quarterly interest payments on the
Junior Subordinated Debentures may be
deferred, at the option of Fleet, for
one or more periods of up to 20
consecutive quarters each, provided
that an Extension Period may not extend
beyond the Stated Maturity of the
Junior Subordinated Debentures. In the
case of any such deferral,
distributions on the Preferred
Securities will be similarly deferred.
See "Description of the Preferred
Securities--Distributions" in the
Prospectus. Quarterly dividend payments
on the Depositary Shares are payable
only if declared by Fleet's Board of
Directors and such dividends may be
deferred indefinitely. To date, Fleet
has made each quarterly dividend
payment with respect to the Depositary
Shares on the scheduled dividend pay-
ment date. The Depositary Shares have
no maturity date.
Deferred Preferred Securities
distributions continue to accrue and,
if in arrears, compound quarterly at a
rate equal to 8.00% per annum. However,
while dividends on the Depositary
Shares accrue if dividends are
suspended, there is no such com-
pounding feature. During such a
deferral, the Trust will continue to
accrue interest income (as original
issue discount) in respect of the
Junior Subordinated Debentures which
will be taxable to beneficial owners of
Preferred Securities. As a result,
beneficial owners of Preferred
Securities during such a deferral will
include their pro rata share of the
interest in gross income in advance of
the receipt of cash.
TAX ISSUES
Q: WILL THE EXCHANGE OF PREFERRED
SECURITIES FOR DEPOSITARY SHARES
CONSTITUTE A TAXABLE EVENT?
A: Yes. Fleet recommends that each holder
read the section entitled "United
States Federal Income Taxation" in the
Prospectus and consult their own tax
advisor.
Q: WHAT WILL BE THE INITIAL TAX BASIS FOR
THE PREFERRED SECURITIES?
A: The initial tax basis of Preferred
Securities acquired in the Offer will
be equal to the fair market value of
the Preferred Securities on the
Expiration Date of the Offer. See
"United States Federal Income Taxa-
tion" in the Prospectus.
Q: HOW WILL DISTRIBUTIONS ON THE PREFERRED
SECURITIES BE REPORTED TO THE IRS?
A: Distributions on the Preferred
Securities generally will be reported
on Form 1099-INT.
Q: CORPORATE HOLDERS CAN CLAIM THE
DIVIDENDS RECEIVED DEDUCTION ON
DIVIDENDS ON THE DEPOSITARY SHARES. ARE
DISTRIBUTIONS ON THE PREFERRED
SECURITIES ELIGIBLE FOR THAT DEDUCTION?
A: No.
PROCEDURES FOR EXCHANGING DEPOSITARY
SHARES
Q: IF DEPOSITARY SHARES ARE REGISTERED IN
MY NAME, HOW DO I PARTICIPATE IN THE
OFFER?
A: You should have received a package con-
sisting of this Question and Answer
sheet and the following documents:
</TABLE>
<TABLE>
<S> <C> <C>
- Letter from the President and Chief
Executive Officer of Fleet.
- Prospectus dated December 30, 1996.
- Letter of Transmittal (printed on
blue paper) bearing a pre-printed
label with your account name and
address.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
- Guidelines for Certification of
Taxpayer Identification Number on
Substitute Form W-9.
- Notice of Guaranteed Delivery.
- Return envelope addressed to Fleet
National Bank, the Exchange Agent in
the Offer.
</TABLE>
<TABLE>
<S> <C>
If, after reviewing these materials
carefully, you decide to participate in
the Offer, complete the Letter of
Transmittal and send it with your
certificate(s) representing Depositary
Shares to Fleet National Bank, as
Exchange Agent, at either of the
addresses shown on the Letter of
Transmittal. It is recommended that you
use registered or certified mail.
Holders of record may also contact
their broker to exchange their
Depositary Shares on their behalf. If
you cannot deliver your certificate(s)
to the Exchange Agent before the
Expiration Date, then you must arrange
for your broker to guarantee delivery
of your Depositary Shares. See "The
Offer-- Procedures for Tendering" in
the Prospectus.
Q: IF MY DEPOSITARY SHARES ARE HELD BY A
BROKER OR BANK FOR MY ACCOUNT, HOW DO I
PARTICIPATE IN THE OFFER?
A: If your Depositary Shares are held by a
broker or bank for your account, you
should have received a package from
them as holder of record containing,
along with this Question and Answer
sheet, the following:
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<S> <C> <C>
- Letter from the President and Chief
Executive Officer of Fleet.
- Prospectus dated December 30, 1996.
- Letter of Transmittal (for
information only).
- Guidelines for Certification of
Taxpayer Identification Number on
Substitute Form W-9.
- Notice of Guaranteed Delivery.
- Cover letter or notice from your
broker or bank.
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<S> <C>
If you decide to participate in the
Offer, you must contact your broker or
bank to tender your Depositary Shares
on your behalf. See "The
Offer--Procedures for
Tendering--Special Procedure for
Beneficial Owners" in the Prospectus.
Q: ONCE I HAVE TENDERED MY DEPOSITARY
SHARES, OR INSTRUCTED MY BROKER OR BANK
TO TENDER THEM ON MY BEHALF, MAY I
WITHDRAW THEM FROM THE OFFER?
A: Yes, tenders of Depositary Shares may
be withdrawn at any time prior to the
Expiration Date and, unless accepted
for exchange by the Trust, may be
withdrawn at any time after 40 business
days from the date of the Prospectus.
See "The Offer-- Withdrawal of Tenders"
in the Prospectus.
Q: WHEN DOES THE OFFER EXPIRE?
A: At 12:00 midnight, New York City time,
on Thursday, January 30, 1997, unless
extended by the Trust. The Trust may
also amend or terminate the Offer as
described in the Prospectus.
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For additional details,
or if you have any questions,
please call the Information Agent,
[GEORGESON & COMPANY INC. LOGO]
(800) 223-2064 (Toll-Free)
or
Banks and Brokers, Call Collect:
(212) 440-9800
<PAGE>
THIS IS NEITHER AN OFFER TO EXCHANGE OR SELL NOR A SOLICITATION OF AN OFFER
TO EXCHANGE OR BUY ANY OF THESE SECURITIES. THE OFFER IS MADE ONLY BY THE
PROSPECTUS AND THE LETTER OF TRANSMITTAL AND THE OFFER IS NOT BEING MADE TO, NOR
WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF THE SECURITIES IN ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION. IN ANY
JURISDICTION WHERE THE SECURITIES OR BLUE SKY LAWS REQUIRE THE OFFER TO BE MADE
BY A LICENSED BROKER OR DEALER, THE OFFER IS BEING MADE ON BEHALF OF THE TRUST
BY MERRILL LYNCH & CO. AND SMITH BARNEY INC. OR ONE OR MORE OTHER BROKERS OR
DEALERS WHICH ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NOTICE OF EXCHANGE OFFER TO HOLDERS
OF
[LOGO]
DEPOSITARY SHARES, EACH REPRESENTING A 1/10 INTEREST IN
A SHARE OF SERIES V 7.25% PERPETUAL PREFERRED STOCK
Fleet Capital Trust I, a Delaware statutory business trust (the "Trust"), is
offering, upon the terms and subject to the conditions set forth in its
Prospectus dated December 30, 1996 (the "Prospectus") and the accompanying
Letter of Transmittal (the "Letter of Transmittal" which, together with the
Prospectus, constitute the "Offer"), to exchange its 8.00% Trust Originated
Preferred Securities-SM- ("TOPrS-SM-") (the "Preferred Securities") for any and
all of the Depositary Shares ("Depositary Shares") each representing a 1/10
interest in a share of Series V 7.25% Perpetual Preferred Stock (the "Preferred
Stock") of Fleet Financial Group, Inc., a Rhode Island corporation ("Fleet"),
not owned by Fleet. Exchanges will be made on the basis of one Preferred
Security for each Depositary Share validly tendered and accepted for exchange in
the Offer. In connection with the Offer, Fleet will deposit in the Trust as
trust assets its 8.00% Junior Subordinated Debentures due 2027, as set forth in
the Prospectus.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, JANUARY 30, 1997, UNLESS THE OFFER IS
EXTENDED.
NONE OF FLEET, THE BOARD OF DIRECTORS OF FLEET, THE TRUSTEES OR THE TRUST
MAKES ANY RECOMMENDATION TO HOLDERS OF DEPOSITARY SHARES AS TO WHETHER TO TENDER
OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS OF DEPOSITARY SHARES ARE URGED
TO CONTACT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR DECISION ON WHAT
ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
Upon the terms and subject to the conditions of the Offer described in the
Prospectus, the Trust will accept for exchange Depositary Shares validly
tendered and not withdrawn prior to 12:00 midnight, New York City time, on
Thursday, January 30, 1997, or if the Offer is extended by the Trust, in its
sole discretion, the latest date and time to which the Offer has been extended
(the "Expiration Date"). Tenders of Depositary Shares pursuant to the Offer may
be withdrawn at any time prior to the Expiration Date and, unless accepted for
exchange by the Trust, may be withdrawn at any time after 40 business days after
the date of the Prospectus.
Consummation of the Offer is conditioned on, among other things, tenders by
a sufficient number of holders of Depositary Shares such that, as of the
Expiration Date, there be at least 400 record or beneficial owners of at least
1,000,000 Preferred Securities to be issued in exchange for such Depositary
Shares (the "Minimum Distribution Condition"), which condition may not be
waived.
The Trust expressly reserves the right, in its sole discretion, subject to
applicable law, to (i) terminate the Offer, and not accept for exchange any
Depositary Shares and promptly return all Depositary Shares upon the failure of
any of the conditions specified above or in "The Offer--Conditions to the Offer"
in the Prospectus, (ii) waive any condition to the Offer (other than the Minimum
Distribution Condition) and
- ------------------------
- -SM-"Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE>
accept all Depositary Shares previously tendered pursuant to the Offer, (iii)
extend the Expiration Date of the Offer and retain all Depositary Shares
tendered pursuant to the Offer until the Expiration Date, subject, however, to
all withdrawal rights of holders, see "The Offer--Withdrawal of Tenders" in the
Prospectus, (iv) amend the terms of the Offer, (v) modify the form of the
consideration to be paid pursuant to the Offer or (vi) not accept for exchange
Depositary Shares at any time on or prior to the Expiration Date, for any
reason, including, without limitation, if fewer than 100,000 Depositary Shares
would remain outstanding upon acceptance of those tendered (which condition may
be waived by the Trust). Any amendment applicable to the Offer will apply to all
Depositary Shares tendered pursuant to the Offer. The minimum period during
which the Offer must remain open following material changes in the terms of the
Offer or the information concerning the Offer, other than a change in the
percentage of securities sought or the price, depends upon the facts and
circumstances, including the relative materiality of such terms or information.
See "The Offer--Expiration Date; Extensions; Amendments; Termination" in the
Prospectus.
The purpose of the Offer is to refinance the Depositary Shares with the
Preferred Securities to achieve certain tax efficiencies while preserving
Fleet's flexibility with respect to future financings.
The Prospectus and Letter of Transmittal contain important information which
should be read before any action is taken by holders of Depositary Shares.
Tenders may be made only by a properly completed and executed Letter of
Transmittal and in conformance with the terms thereof and of the Prospectus. The
information contained in the Prospectus, the Letter of Transmittal and the other
offering documents is hereby incorporated in this notice by reference.
Fleet will pay to Soliciting Dealers (as defined in the Prospectus)
designated by the record or beneficial owner, as appropriate, of Depositary
Shares a solicitation fee of $0.50 per Depositary Share ($0.25 per Depositary
Share with respect to the solicitation of beneficial holders of 10,000 or more
shares) validly tendered and accepted for exchange pursuant to the Offer,
subject to certain conditions. Soliciting Dealers are not entitled to a
solicitation fee for Depositary Shares beneficially owned by such Soliciting
Dealer.
The information required to be disclosed by paragraph (d)(1) of Rule 13e-4
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended, is contained in the Prospectus and is incorporated herein by
reference.
The Prospectus and the related Letter of Transmittal are first being sent to
holders of Depositary Shares on December 30, 1996, and are being furnished to
brokers, dealers, banks and similar persons whose names, or names of whose
nominees, appear on the lists of holders of the Depositary Shares or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Depositary
Shares.
Any questions or requests for assistance may be directed to the Information
Agent and the Dealer Managers at the addresses and telephone numbers set forth
below. Requests for copies of the Prospectus, the Letter of Transmittal or the
Notice of Guaranteed Delivery may be directed to the Information Agent, at (800)
223-2064, and copies will be forwarded promptly at Fleet's expense. Shareholders
may also contact their broker, dealer, commercial bank or trust company for
assistance concerning the Offer.
2
<PAGE>
THE INFORMATION AGENT FOR THE OFFER IS:
[GEORGESON & COMPANY INC. LOGO]
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll-Free)
Banks and Brokers Call Collect:
(212) 440-9800
THE DEALER MANAGERS FOR THE OFFER ARE:
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<S> <C>
MERRILL LYNCH & CO. SMITH BARNEY INC.
World Financial Center 388 Greenwich Street
North Tower--Seventh Floor New York, New York 10013
New York, New York 10281 (800) 655-4811 (Toll-Free)
(888) ML4-TNDR (Toll-Free) Attn: Paul S. Galant
(888) 654-8637 (Toll-Free)
Attn: Susan L. Weinberg
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January 6, 1997
