SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 15, 1996
FLEET FINANCIAL GROUP,INC.
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(Exact name of registrant as specified in its charter)
RHODE ISLAND
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(State or other jurisdiction of incorporation)
1-6366 05-0341324
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(Commission File Number) (IRS Employer Identification No.)
One Federal Street, Boston, Massachusetts 02110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 292-2000
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(Former name or former address, if changed since last report)
Page One of
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Exhibit Index on Page 4
Item 5. Other Materially Important Events.
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On April 10, 1996, Registrant agreed to issue and sell $ 300,000,000
of its 7 1/8 % Subordinated Notes Due April 15, 2006 (the "Notes")
under Registration Statement No. 33-00701. The Notes were purchased
on April 15 , 1996 by underwriters, UBS Securities LLC, Chase
Securities Inc., Merrill, Lynch, Pierce, Fenner & Smith Incorporated
and Salomon Brothers Inc.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements
Not applicable
(b) Pro Forma Financial Statements
Not applicable
(c) Exhibits
The following exhibits are filed as part of this report:
(1) Underwriting Agreement dated April 10, 1996, between
Registrant and UBS Securities LLC, Chase Securities Inc.,
Merrill, Lynch, Pierce Fenner & Smith Incorporated and Salomon
Brothers Inc relating to the Notes.
(4) Specimen certificate of the Notes.
(5) Opinion of Edwards & Angell, counsel to the Registrant.
(12) Statement of Computation of Ratios (for consolidated ratios of
earnings to fixed charges contained in the Prospectus dated
March 25, 1996 relating to the Notes) (Incorporated by
reference to Exhibit 12(a) of Registration Statement on Form
S-3 No. 333-00701).
.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed in its behalf
by the undersigned hereunto duly authorized.
FLEET FINANCIAL GROUP, INC.
Registrant
By /s/ John R. Rodehorst
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John R. Rodehorst
Assistant Treasurer
Date: April 15, 1996
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Exhibit Index
Item 601
Exhibit Table
Reference Exhibit Title Page
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(1) Underwriting Agreement dated April 10, 1996
between Registrant and UBS Securities LLC, Chase
Securities Inc., Merrill, Lynch, Pierce, Fenner &
Smith Incorporated and Salomon Brothers Inc
relating to the Notes.
(4) Specimen certificate of the Notes.
(5) Opinion of Edwards & Angell, counsel to the
Registrant.
(12) Statement of Computation of Ratios (for
consolidated ratios of earnings to fixed charges
contained in the Prospectus dated March 25, 1996
relating to the Notes).
EXHIBIT 1
FLEET FINANCIAL GROUP, INC.
Underwriting Agreement
New York, New York
April 10, 1996
To the Representatives
named in Schedule I
hereto of the Under-
writers named in
Schedule II hereto
Dear Sirs:
Fleet Financial Group, Inc., a Rhode Island corporation (the
"Company"), proposes to sell to the underwriters named in Schedule II hereto
(the "Underwriters"), for whom you are acting as representatives (the
"Representatives"), the principal amount of its debt securities identified in
Schedule I hereto (the "Debt Securities"), to be issued under an indenture dated
as of October 1, 1992, as supplemented by a First Supplemental Indenture dated
November 30, 1992, (the "Indenture") between the Company and the trustee named
in Schedule I hereto (the "Trustee"). If so indicated on Schedule I hereto, the
Company also proposes to issue warrants (the "Warrants") to purchase the
aggregate principal amount listed in Schedule I hereto of the debt securities
identified in Schedule I hereto (the "Warrant Securities"). The Warrants, if
any, are to be issued pursuant to the Warrant Agreement listed in Schedule I
hereto (the "Warrant Agreement") between the Company and the Warrant Agent
listed in Schedule I hereto (the "Warrant Agent"). The Debt Securities and the
Warrants, if any, are hereinafter referred to as the "Purchased Securities".
The Purchased Securities and the Warrant Securities are referred to herein as
the "Securities". If the firm or firms listed in Schedule II hereto include
only the firm or firms listed in Schedule I hereto, then the terms
"Underwriters" and "Representatives", as used herein, shall each be deemed to
refer to such firm or firms.
1. Representations and Warranties. The Company represents and
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warrants to, and agrees with, each Underwriter as set forth below in this
Section 1. Certain terms used in this Section 1 are defined in paragraph (c)
hereof.
(a) If the offering of the Securities is a Delayed Offering (as
specified in Schedule I hereto),
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paragraph (i) below is applicable and, if the offering of the Securities is
a Non-Delayed Offering (as so specified), paragraph (ii) below is
applicable.
(i) The Company meets the requirements for the use of Form S-3
under the Securities Act of 1933 (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement (the file number of which is set forth in Schedule I hereto)
on such Form, including a basic prospectus, for registration under the
Act of the offering and sale of the Securities. The Company may have
filed one or more amendments thereto, and may have used a Preliminary
Final Prospectus, each of which has previously been furnished to you.
Such registration statement, as so amended, has become effective. The
offering of the Securities is a Delayed Offering and, accordingly, it
is not necessary that any further information with respect to the
Securities and the offering thereof required by the Act and the rules
thereunder to be included in the Final Prospectus have been included
in an amendment to such registration statement prior to the Effective
Date. The Company will next file with the Commission pursuant to
Rules 415 and 424(b)(2) or (5) a final supplement to the form of
prospectus included in such registration statement relating to the
Securities and the offering thereof. As filed, such final prospectus
supplement shall include all required information with respect to the
Securities and the offering thereof and, except to
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3
the extent the Representatives shall agree in writing to a
modification, shall be in all substantive respects in the form
furnished to you prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only such specific
additional information and other changes (beyond that contained in the
Basic Prospectus and any Preliminary Final Prospectus) as the Company
has advised you, prior to the Execution Time, will be included or made
therein. If the Rule 434 Delivery Alternative is used, the Company
will also file the Rule 434 Term Sheet in accordance with Rule 434.
As filed, such Rule 434 Term Sheet shall contain all the information
required by Rule 434, and except to the extent the Representatives
shall agree in writing to a modification, shall be in all substantive
respects in the form furnished to you prior to the Execution Time or,
to the extent not completed at the Execution Time, shall contain only
such specific additional information and other changes (beyond that
contained in the latest Preliminary Prospectus) as the Company has
advised you, prior to the Execution Time, will be included or made
therein. Upon your request, but not without your agreement, the
Company will also file a Rule 462(b) Registration Statement in
accordance with Rule 462(b).
(ii) The Company meets the requirements for the use of Form S-3
under the Act and has filed with the Commission a registration
statement (the file number of which is set forth in Schedule I hereto)
on such Form, including a basic prospectus, for registration under the
Act of the offering and sale of the Securities. The Company may have
filed one or more amendments thereto, including a Preliminary Final
Prospectus, each of which has previously been furnished to you. The
Company will next file with the Commission either (x) a final
prospectus supplement relating to the Securities in accordance with
Rules 430A and 424(b)(1) or (4), or (y) prior to the effectiveness of
such registration statement, an amendment to such registration
statement, including the form of final prospectus supplement. In the
case of clause (x), the Company has included in such registration
statement, as amended at the Effective Date, all information (other
than Rule 430A Information) required by the Act and the rules
thereunder to be included in the Final Prospectus with respect to the
Securities and the offering thereof. As filed, such final prospectus
supplement or such amendment and form of final prospectus supplement
shall contain all Rule 430A Information, together with all other such
required information, with respect to the Securities and the offering
thereof and, except to the extent the Representatives shall agree in
writing to a modification, shall be in all substantive respects in the
form furnished to you prior to the Execution Time or, to the extent
not completed at the
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4
Execution Time, shall contain only such specific additional
information and other changes (beyond that contained in the Basic
Prospectus and any Preliminary Final Prospectus) as the Company has
advised you, prior to the Execution Time, will be included or made
therein. If the Rule 434 Delivery Alternative is used, the Company
will also file the Rule 434 Term Sheet in accordance with Rule 434.
As filed, such Rule 434 Term Sheet shall contain all the information
required by Rule 434, and except to the extent the Representatives
shall agree in writing to a modification, shall be in all substantive
respects in the form furnished to you prior to the Execution Time or,
to the extent not completed at the Execution Time, shall contain only
such specific additional information and other changes (beyond that
contained in the latest Preliminary Prospectus) as the Company has
advised you, prior to the Execution Time, will be included or made
therein. Upon your request, but not without your agreement, the
Company will also file a Rule 462(b) Registration Statement in
accordance with Rule 462(b).
(b) On the Effective Date, the Registration Statement did or will,
and when the Final Prospectus is first filed (if required) in accordance
with Rule 424(b) and on the Closing Date, the Final Prospectus (and any
supplement thereto) will, comply in all material respects with the
applicable requirements of the Act and the Securities Exchange Act of 1934
(the "Exchange Act") and the respective rules thereunder; on the Effective
Date, the Registration Statement did not or will not contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading; on the Effective Date and on the Closing Date the Indenture did
or will comply in all material respects with the requirements of the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
rules thereunder; and, on the Effective Date, the Final Prospectus, if not
filed pursuant to Rule 424(b), did not or will not, and on the date of any
filing pursuant to Rule 424(b) and on the Closing Date, the Final
Prospectus (together with any supplement thereto) will not, include any
untrue statement of a material fact or omit to state a
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material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or warranties
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as to (i) that part of the Registration Statement which shall constitute
the Statement of Eligibility and Qualification (Form T-1) under the Trust
Indenture Act of the Trustee or (ii) the information contained in or
omitted from the Registration Statement or the Final Prospectus (or any
supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any Underwriter
through the Representatives specifically for use in connection with the
preparation of the Registration Statement or the Final Prospectus (or any
supplement thereto).
(c) The terms which follow, when used in this Agreement, shall have
the meanings indicated. The term "the Effective Date" shall mean each date
that the Registration Statement, any post-effective amendment or amendments
thereto and any Rule 462(b) Registration Statement became or become
effective. "Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto. "Basic
Prospectus" shall mean the prospectus referred to in paragraph (a) above
contained in the Registration Statement at the Effective Date including, in
the case of a Non-Delayed Offering, any Preliminary Final Prospectus.
"Preliminary Final Prospectus" shall mean any preliminary prospectus
supplement to the Basic Prospectus which describes the Securities and the
offering thereof and is used prior to filing of the Final Prospectus.
"Final Prospectus" shall mean the prospectus supplement relating to the
Securities that is first filed pursuant to Rule 424(b) after the Execution
Time, together with the Basic Prospectus or, if, in the case of a Non-
Delayed Offering, no filing pursuant to Rule 424(b) is required, shall mean
the form of final prospectus relating to the Securities, including the
Basic Prospectus, included in the Registration Statement at the Effective
Date. If the Rule 434 Delivery Alternative is used, such term shall also
include the Basic Prospectus and the Rule 434 Term Sheet, taken together.
"Registration Statement" shall mean the registration statement referred to
in paragraph (a) above, including incorporated documents,
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6
exhibits and financial statements, as amended at the Execution Time (or, if
not effective at the Execution Time, in the form in which it shall become
effective) and, in the event any post-effective amendment thereto or any
Rule 462(b) Registration Statement becomes effective prior to the Closing
Date (as hereinafter defined), shall also mean such registration statement
as so amended. Such term shall include any Rule 430A Information and Rule
434 Information deemed to be included therein at the Effective Date as
provided by Rule 430A and Rule 434, respectively. "Rule 415", "Rule 424",
"Rule 430A", "Rule 434", "Rule 462(b)" and "Regulation S-K" refer to such
rules or regulation under the Act. "Rule 430A Information" means informa-
tion with respect to the Securities and the offering thereof permitted to
be omitted from the Registration Statement when it becomes effective
pursuant to Rule 430A. "Rule 434 Delivery Alternative" shall mean the
delivery alternative permitted by Rule 434. "Rule 434 Information" shall
mean any information to be included in a Rule 434 Term Sheet. "Rule 434
Term Sheet" shall mean the term sheet or abbreviated term sheet delivered
by the Underwriters to investors and filed by the Company with the
Commission pursuant to Rule 434. "Rule 462(b) Registration Statement"
shall mean a registration statement and any amendments thereto filed
pursuant to Rule 462(b) relating to the final Delayed Offering covered by
the initial Registration Statement. Any reference herein to the
Registration Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 which were filed under the Exchange Act on or before the Effective
Date of the Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as
the case may be; and any reference herein to the terms "amend", "amendment"
or "supplement" with respect to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall
be deemed to refer to and include the filing of any document under the
Exchange Act after the Effective Date of the Registration Statement or the
issue date of the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be, deemed to be incorporated
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therein by reference. A "Non-Delayed Offering" shall mean an offering
of securities which is intended to commence promptly after the
effective date of a registration statement, with the result that,
pursuant to Rules 415 and 430A, all information (other than Rule 430A
Information) with respect to the securities so offered must be
included in such registration statement at the effective date thereof.
A "Delayed Offering" shall mean an offering of securities pursuant to
Rule 415 which does not commence promptly after the effective date of
a registration statement, with the result that only information
required pursuant to Rule 415 need be included in such registration
statement at the effective date thereof with respect to the securities
so offered. Whether the offering of the Securities is a Non-Delayed
Offering or a Delayed Offering shall be set forth in Schedule I
hereto.
2. Purchase and Sale. Subject to the terms and conditions and in
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reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase price set forth in
Schedule I hereto the principal amount of the Securities set forth opposite such
Underwriter's name in Schedule II hereto, except that, if Schedule I hereto
provides for the sale of Securities pursuant to delayed delivery arrangements,
the respective principal amounts of Securities to be purchased by the
Underwriters shall be as set forth in Schedule II hereto less the respective
amounts of Contract Securities determined as provided below. Securities to be
purchased by the Underwriters are herein sometimes called the "Underwriters'
Securities" and Securities to be purchased pursuant to Delayed Delivery
Contracts as hereinafter provided are herein called "Contract Securities".
If so provided in Schedule I hereto, the Underwriters are authorized
to solicit offers to purchase Securities from the Company pursuant to delayed
delivery contracts ("Delayed Delivery Contracts"), substantially in the form of
Schedule III hereto but with such changes therein as the Company may authorize
or approve. The Underwriters will endeavor to make such arrangements and, as
compensation therefor, the Company will pay to the Representatives, for the
account of the Underwriters, on the Closing Date, the percentage set forth in
Schedule I hereto of the principal
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amount of the Securities for which Delayed Delivery Contracts are made. Delayed
Delivery Contracts are to be with institutional investors, including commercial
and savings banks, insurance companies, pension funds, investment companies and
educational and charitable institutions. The Company will enter into Delayed
Delivery Contracts in all cases where sales of Contract Securities arranged by
the Underwriters have been approved by the Company but, except as the Company
may otherwise agree, each such Delayed Delivery Contract must be for not less
than the minimum principal amount set forth in Schedule I hereto and the
aggregate principal amount of Contract Securities may not exceed the maximum
aggregate principal amount set forth in Schedule I hereto. The Underwriters
will not have any responsibility in respect of the validity or performance of
Delayed Delivery Contracts. The principal amount of Securities to be purchased
by each Underwriter as set forth in Schedule II hereto shall be reduced by an
amount which shall bear the same proportion to the total principal amount of
Contract Securities as the principal amount of Securities set forth opposite the
name of such Underwriter bears to the aggregate principal amount set forth in
Schedule II hereto, except to the extent that you determine that such reduction
shall be otherwise than in such proportion and so advise the Company in writing;
provided, however, that the total principal amount of Securities to be purchased
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by all Underwriters shall be the aggregate principal amount set forth in
Schedule II hereto less the aggregate principal amount of Contract Securities.
3. Delivery and Payment. Delivery of and payment for the
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Underwriters' Securities shall be made on the date and at the time specified in
Schedule I hereto (or such later date not later than five business days after
such specified date as the Representatives shall designate), which date and time
may be postponed by agreement between the Representatives and the Company or as
provided in Section 8 hereof (such date and time of delivery and payment for the
Underwriters' Securities being herein called the "Closing Date"). Delivery of
the Underwriters' Securities shall be made to the Representatives for the
respective accounts of the several Underwriters against payment by the several
Underwriters through the Representatives of the purchase price thereof to or
upon the order of the Company by either certified or official bank check or
checks drawn on or by a New York Clearing House bank and payable in next day
funds or in Federal or similar same day funds as set
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9
forth in Schedule I. Delivery of the Underwriters' Securities shall be made at
such location as the Representatives shall reasonably designate at least one
business day in advance of the Closing Date and payment for the Securities shall
be made at the office specified in Schedule I hereto. Certificates for the
Underwriters' Securities shall be registered in such names and in such denomi-
nations as the Representatives may request not less than two full business days
in advance of the Closing Date.
The Company agrees to have the Underwriters' Securities available for
inspection, checking and packaging by the Representatives in New York, New York,
not later than 1:00 p.m. on the business day prior to the Closing Date.
4. Agreements. The Company agrees with the several Underwriters
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that:
(a) The Company will use its best efforts to cause the Registration
Statement, if not effective at the Execution Time, and any amendment
thereto, to become effective. Prior to the termination of the offering of
the Securities, the Company will not file any amendment of the Registration
Statement or supplement (including the Final Prospectus or any Preliminary
Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration
Statement unless the Company has furnished you a copy for your review prior
to filing and will not file any such proposed amendment or supplement or
Rule 462(b) Registration Statement to which you reasonably object. Subject
to the foregoing sentence, the Company will cause the Final Prospectus,
properly completed, and any supplement thereto to be filed with the
Commission pursuant to the applicable paragraph of Rule 424(b) within the
time period prescribed and will provide evidence satisfactory to the
Representatives of such timely filing. If the Rule 434 Delivery
Alternative is used, the Company will also cause the Rule 434 Term Sheet,
properly completed, to be filed with the Commission pursuant to Rule 434
within the time period prescribed and will provide evidence satisfactory to
the Representatives of such timely filing. Upon your request, the Company
will cause the Rule 462(b) Registration Statement, properly completed, to
be filed with the Commission pursuant to Rule 462(b) and will provide
evidence satisfactory to the Representatives of such filing. The Company
will
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promptly advise the Representatives (i) when the Registration Statement, if
not effective at the Execution Time, and any amendment thereto, shall have
become effective, (ii) when the Final Prospectus, any supplement thereto,
any Rule 434 Term Sheet or any Rule 462(b) Registration Statement shall
have been filed with the Commission pursuant to Rule 424(b), (iii) when,
prior to termination of the offering of the Securities, any amendment to
the Registration Statement shall have been filed or become effective, (iv)
of any request by the Commission for any amendment of the Registration
Statement or supplement to the Final Prospectus or for any additional
information, (v) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institu-
tion or threatening of any proceeding for that purpose and (vi) of the
receipt by the Company of any notification with respect to the suspension
of the qualification of the Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. The Company
will use its best efforts to prevent the issuance of any such stop order
and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of
which the Final Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under
which they were made not misleading, or if it shall be necessary to amend
the Registration Statement or supplement the Final Prospectus to comply
with the Act or the Exchange Act or the respective rules thereunder, the
Company promptly will prepare and file with the Commission, subject to the
second sentence of paragraph (a) of this Section 4, an amendment or
supplement which will correct such statement or omission or effect such
compliance.
(c) As soon as practicable, the Company will make generally available
to its security holders and to the Representatives an earnings statement or
statements of the Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158
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under the Act.
(d) The Company will furnish to the Representatives and counsel for
the Underwriters, without charge, copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a prospectus by an
Underwriter or dealer may be required by the Act, as many copies of any
Preliminary Final Prospectus and the Final Prospectus and any supplement
thereto as the Representatives may reasonably request. The Company will
pay the expenses of printing or other production of all documents relating
to the offering.
(e) The Company will arrange for the qualification of the Securities
for sale under the laws of such jurisdictions as the Representatives may
designate, will maintain such qualifications in effect so long as required
for the distribution of the Securities and will arrange for the
determination of the legality of the Securities for purchase by
institutional investors.
(f) Until the business day following the Closing Date, the Company
will not, without the consent of the Representatives, offer, sell or
contract to sell, or announce the offering of, any senior debt securities.
(g) The Company confirms as of the date hereof that it has complied
with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act
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Relating to Disclosure of Doing Business with Cuba, and the Company further
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agrees that if it commences engaging in business with the government of
Cuba or with any person or affiliate located in Cuba after the date the
Registration Statement becomes or has become effective with the Securities
and Exchange Commission or with the Florida Department of Banking and
Finance (the "Department"), whichever date is later, or if the information
reported in the Prospectus, if any, concerning the Company's business with
Cuba or with any person or affiliate located in Cuba changes in any
material way, the Company will provide the Department notice of such
business or change, as appropriate, in a form acceptable to the Department.
5. Conditions to the Obligations of the Underwriters. The
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obligations of the Underwriters to purchase the Underwriters' Securities shall
be subject to the accuracy
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of the representations and warranties on the part of the Company contained
herein as of the Execution Time and the Closing Date, to the accuracy of the
statements of the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:
(a) If the Registration Statement has not become effective prior to
the Execution Time, unless the Representatives agree in writing to a later
time, the Registration Statement will become effective not later than (i)
6:00 p.m. New York City time, on the date of determination of the public
offering price, if such determination occurred at or prior to 3:00 p.m. New
York City time on such date or (ii) 12:00 Noon on the business day
following the day on which the public offering price was determined, if
such determination occurred after 3:00 p.m. New York City time on such ate;
if filing of the Final Prospectus, or any supplement thereto, is required
pursuant to Rule 424(b), the Final Prospectus, and any such supplement,
shall have been filed in the manner and within the time period required by
Rule 424(b), or if the filing of the Rule 434 Term Sheet is required
pursuant to Rule 434, the Rule 434 Term Sheet will be filed in the manner
and within the time period required by Rule 434; and no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or
threatened.
(b) The Company shall have furnished to the Representatives the
opinion of Edwards & Angell, counsel for the Company, dated the Closing
Date, to the effect that:
(i) each of the Company and Fleet National Bank ("Fleet Bank-RI")
and any other subsidiary or subsidiaries which the Representatives may
reasonably request (individually a "Subsidiary" and collectively the
"Subsidiaries") has been duly incorporated and is validly existing as
a corporation or national banking association in good standing under
the laws of the jurisdiction in which it is chartered or organized,
with full corporate power and authority to own its properties and
conduct its business as described in the
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Final Prospectus; the Company is duly qualified to do business as a
foreign corporation under the laws of the State of New York and
neither the Company nor Fleet Bank-RI or any such other Subsidiaries
is required to be qualified to do business as a foreign corporation
under the laws of any other jurisdiction; and the Company is duly
registered as a bank holding company under the Bank Holding Company
Act of 1956, as amended;
(ii) all the outstanding shares of the capital stock of Fleet
Bank-RI and any such other Subsidiaries have been duly and validly
authorized and issued and are fully paid and (except as provided in
12 U.S.C. Sec. 55) nonassessable, and, except as otherwise set forth
or incorporated by reference in the Final Prospectus, all outstanding
shares of capital stock of Fleet Bank-RI and such other Subsidiaries
are owned by the Company free and clear of any perfected security
interest and, to the knowledge of such counsel, after due inquiry, any
other security interests, claims, liens or encumbrances;
(iii) the Purchased Securities conform to the description thereof
contained in the Final Prospectus; and, if the Securities are to be
listed on any stock exchange, authorization therefor has been given,
subject to official notice of issuance and evidence of satisfactory
distribution, or the Company has filed a preliminary listing applica-
tion and all required supporting documents with respect to the
Securities with such stock exchange and such counsel has no reason to
believe that the Securities will not be authorized for listing,
subject to official notice of issuance and evidence of satisfactory
distribution;
(iv) the Indenture and the Warrant Agreement, if any, have been
duly authorized, executed and delivered; the Indenture has been duly
qualified under the Trust Indenture Act; and the Indenture and the
Warrant Agreement, if any, constitute legal, valid and binding
instruments enforceable against the Company in accordance with their
respective terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization,
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insolvency, moratorium or other laws affecting creditors' rights
generally from time to time in effect and to the availability of
equitable remedies which are discretionary with the courts); and the
Securities have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and
delivered pursuant to the Warrant Agreement, in the case of Warrant
Securities, and delivered to and paid for by the Underwriters pursuant
to this Agreement, in the case of the Underwriters' Securities, or by
the purchasers thereof pursuant to Delayed Delivery Contracts, in the
case of any Contract Securities, will constitute legal, valid and
binding obligations of the Company entitled to the benefits of the
Indenture;
(v) to the best knowledge of such counsel, there is no pending or
threatened action, suit or proceeding before any court or governmental
agency, authority or body or any arbitrator involving the Company or
any of its subsidiaries, of a character required to be disclosed in
the Registration Statement which is not adequately disclosed in the
Final Prospectus, and there is no franchise, contract or other
document of a character required to be described in the Registration
Statement or Final Prospectus, or to be filed as an exhibit, which is
not described or filed as required;
(vi) the Registration Statement has become effective under the
Act; any required filing of the Basic Prospectus, any Preliminary
Final Prospectus and the Final Prospectus, and any supplements
thereto, pursuant to Rule 424(b) has been made in the manner and
within the time period required by Rule 424(b), or if the Rule 434
Delivery Alternative was used, the required filing of the Rule 434
Term Sheet has been made in the manner and time period required by
Rule 434; to the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been
issued, no proceedings for that purpose have been instituted or
threatened, and the Registration Statement and the Final Prospectus
(other than the financial statements and
<PAGE>
15
other financial and statistical information contained therein as to
which such counsel need express no opinion) comply as to form in all
material respects with the applicable requirements of the Act and the
Exchange Act and the respective rules thereunder; and such counsel has
no reason to believe that at the Effective Date the Registration
Statement contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary
to make the statements therein not misleading or that at the Closing
Date the Final Prospectus includes any untrue statement of a material
fact or omits to state a material fact necessary to make the state-
ments therein, in the light of the circumstances under which they were
made, not misleading;
(vii) this Agreement and any Delayed Delivery Contracts have been
duly authorized, executed and delivered by the Company;
(viii) without expressing any opinion with respect to the Warrant
Securities, no consent, approval, authorization or order of any court
or governmental agency or body is required for the consummation of the
transactions contemplated herein or in any Delayed Delivery Contracts,
except such as have been obtained under the Act and such as may be
required under the blue sky laws of any jurisdiction in connection
with the purchase and distribution of the Securities by the
Underwriters and such other approvals (specified in such opinion) as
have been obtained;
(ix) neither the issue and sale of the Securities, nor the
consummation of any other of the transactions herein contemplated nor
the fulfillment of the terms hereof or of any Delayed Delivery
Contracts will conflict with, result in a breach of, or constitute a
default under the charter or by-laws of the Company or the terms of
any indenture or other agreement or instrument known to such counsel
and to which the Company or any of its subsidiaries is a party or
bound, or any order or regulation known to such counsel to be
applicable to the Company or any of its subsidiaries
<PAGE>
16
of any court, regulatory body, administrative agency, governmental
body or arbitrator having jurisdiction over the Company or any of its
subsidiaries; and
(x) no holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State
of Rhode Island or the United States, to the extent deemed proper and
specified in such opinion, upon the opinion of other counsel of good
standing believed to be reliable and who are satisfactory to counsel for
the Underwriters and (B) as to matters of fact, to the extent deemed
proper, on certificates of responsible officers of the Company and public
officials. References to the Final Prospectus in this paragraph (b)
include any supplements thereto at the Closing Date.
(c) The Representatives shall have received from Cravath, Swaine &
Moore, counsel for the Underwriters, such opinion or opinions, dated the
Closing Date, with respect to the issuance and sale of the Securities, the
Indenture, any Delayed Delivery Contracts, the Registration Statement, the
Final Prospectus (together with any supplement thereto) and other related
matters as the Representatives may reasonably require, and the Company
shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(d) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board, the
President or any Executive Vice President and the principal financial or
accounting officer or treasurer of the Company, dated the Closing Date, to
the effect that the signers of such certificate have carefully examined the
Registration Statement, the Final Prospectus, any supplement to the Final
Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the Closing
<PAGE>
17
Date with the same effect as if made on the Closing Date and the
Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to the
Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge, threat-
ened; and
(iii) since the date of the most recent financial statements
included in the Final Prospectus (exclusive of any supplement
thereto), there has been no material adverse change in the condition
(financial or other), earnings, business or properties of the Company
and its subsidiaries, whether or not arising from transactions in the
ordinary course of business, except as set forth in or contemplated in
the Final Prospectus (exclusive of any supplement thereto).
(e) At the Closing Date, KPMG Peat Marwick LLP shall have furnished to the
Representatives a letter or letters (which may refer to letters previously
delivered to one or more of the Representatives), dated as of the Closing
Date, in form and substance satisfactory to the Representatives, confirming
that they are independent accountants within the meaning of the Act and the
Exchange Act and the respective applicable published rules and regulations
thereunder and stating in effect that:
(i) in their opinion the audited consolidated financial
statements and financial statement schedules included or incorporated
in the Registration Statement and the Final Prospectus and reported on
by them comply in form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the
related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited
consolidated condensed financial statements made available by the
Company and its subsidiaries; carrying out certain specified
<PAGE>
18
procedures (but not an audit in accordance with generally accepted
auditing standards) which would not necessarily reveal matters of
significance with respect to the comments set forth in such letter; a
reading of the minutes of the meetings of the stockholders, directors
and the executive and audit committees of the Company; and inquiries
of certain officials of the Company who have responsibility for
financial and accounting matters of the Company and its subsidiaries
as to transactions and events subsequent to the date of the most
recent audited financial statements in or incorporated in the Final
Prospectus, nothing came to their attention which caused them to
believe that:
(1) the amounts in the unaudited "Summary Consolidated
Financial Data", if any, included in the Final Prospectus do not
agree with the corresponding amounts in the audited consolidated
condensed financial statements or analyses prepared by the
Company from which such amounts were derived; or
(2) any unaudited consolidated financial statements included
or incorporated in the Registration Statement and the Final
Prospectus do not comply in form in all material respects with
applicable accounting requirements and with the published rules
and regulations of the Commission with respect to financial
statements included or incorporated in quarterly reports on
Form 10-Q under the Exchange Act; and said unaudited consolidated
condensed financial statements are not in conformity with gener-
ally accepted accounting principles applied on a basis
substantially consistent with that of the audited consolidated
financial statements included or incorporated in the Registration
Statement and the Final Prospectus;
(3) with respect to the period subsequent to the date of the
most recent consolidated financial statements (other than any
capsule information), audited or unaudited, in or incorporated in
the Registration
<PAGE>
19
Statement and the Final Prospectus, there were any changes, at a
specified date not more than five business days prior to the date
of the letter, in the long-term debt of the Company or capital
stock of the Company or decreases in the stockholders' equity of
the Company as compared with the amounts shown on the most recent
consolidated balance sheet included or incorporated in the Regis-
tration Statement and the Final Prospectus, or for the period
from the date of the most recent consolidated financial
statements included or incorporated in the Registration Statement
and the Final Prospectus to such specified date there were any
decreases, as compared with the corresponding period in the
preceding year; in consolidated net interest income, consolidated
net interest income after provision for possible loan losses,
consolidated income before income taxes or in total or per share
amounts of consolidated net income of the Company, except in all
instances for changes or decreases set forth in such letter, in
which case the letter shall be accompanied by an explanation by
the Company as to the significance thereof unless said
explanation is not deemed necessary by the Representatives; or
(4) the amounts included in any unaudited "capsule"
information included or incorporated in the Registration
Statement and the Final Prospectus do not agree with the amounts
set forth in the unaudited financial statements for the same
periods or were not determined on a basis substantially
consistent with that of the corresponding amounts in the audited
financial statements included or incorporated in the Registration
Statement and the Final Prospectus; and
(iii) they have performed certain other specified procedures as a
result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting
<PAGE>
20
records of the Company and its subsidiaries) set forth in the
Registration Statement and the Final Prospectus and in Exhibit 12 to
the Registration Statement, including the information set forth under
the captions "Fleet Financial Group, Inc.", "Recent Developments" and
"Consolidated Ratios of Earnings to Fixed Charges" in the Final
Prospectus, the information included or incorporated in Items 1, 6 and
7 of the Company's Annual Report on Form 10-K incorporated in the
Registration Statement and the Prospectus, and the information
included in the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included or incorporated in the
Company's Quarterly Reports on Form 10-Q, incorporated in the
Registration Statement and the Final Prospectus, agrees with the
accounting records of the Company and its subsidiaries, excluding any
questions of legal interpretation.
References to the Final Prospectus in this paragraph (e) include any
supplement thereto at the date of the letter.
(f) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any supplement
thereto), there shall not have been (i) any change or decrease specified in
the letter or letters referred to in paragraph (e) of this Section 5 or
(ii) any change, or any development involving a prospective change, in or
affecting the business or properties of the Company and its subsidiaries
the effect of which, in any case referred to in clause (i) or (ii) above,
is, in the judgment of the Representatives, so material and adverse as to
make it impractical or inadvisable to proceed with the offering or the
delivery of the Securities as contemplated by the Registration Statement
(exclusive of any amendment thereof) and the Final Prospectus (exclusive of
any supplement thereto).
(g) Subsequent to the Execution Time, there shall not have been any
decrease in the ratings of any of the Company's debt securities by any
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act) or any notice
<PAGE>
21
given of any intended or potential decrease in any such rating.
(h) Prior to the Closing Date, the Company shall have furnished to
the Representatives such further information, certificates and documents
(including an opinion of counsel for the Company with respect to the
foreign qualification of specified subsidiaries) as the Representatives may
reasonably request.
(i) The Company shall have accepted Delayed Delivery Contracts in any
case where sales of Contract Securities arranged by the Underwriters have
been approved by the Company.
If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of
such cancelation shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
6. Reimbursement of Underwriters' Expenses. If the sale of the
----------------------------------------
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 5 hereof is not satisfied
or because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by any of the Underwriters, the Company will reimburse the
Underwriters severally upon demand for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Securities.
7. Indemnification and Contribution. (a) The Company agrees to
---------------------------------
indemnify and hold harmless each Underwriter and each person who controls any
Underwriter within the meaning of either the Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject
<PAGE>
22
under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the registration statement for the registration of the Securities as originally
filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, or in any amendment thereof or supple-
ment thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that (i) the Company will
-------- --------
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for use in
connection with the preparation thereof, and (ii) such indemnity with respect to
the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the
benefit of any Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or liability purchased
the Securities which are the subject thereof if such person did not receive a
copy of the Final Prospectus (or the Final Prospectus as supplemented) excluding
documents incorporated therein by reference at or prior to the confirmation of
the sale of such Securities to such person in any case where such delivery is
required by the Act and the untrue statement or omission of a material fact
contained in the Basic Prospectus or any Preliminary Final Prospectus was
corrected in the Final Prospectus (or the Final Prospectus as supplemented).
This indemnity agreement will be in addition to any liability which the Company
may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as
<PAGE>
23
the foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representatives
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The Company acknowledges
that the statements set forth in the last paragraph of the cover page, under the
heading "Underwriting" or "Plan of Distribution" and, if Schedule I hereto
provides for sales of Securities pursuant to delayed delivery arrangements, in
the last sentence under the heading "Delayed Delivery Arrangements" in any
Preliminary Final Prospectus or the Final Prospectus constitute the only
information furnished in writing by or on behalf of the several Underwriters for
inclusion in the documents referred to in the foregoing indemnity, and you, as
the Representatives, confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under this Section 7. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to appoint counsel
satisfactory to such indemnified party to represent the indemnified party in
such action; provided, however, that if the defendants in any such action
-------- -------
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to defend such
action on behalf of such indemnified party or parties. Upon receipt of notice
from the indemnifying party to such indemnified party of its election so to
appoint counsel to defend such action and approval by the indemnified party of
such counsel, the indemnifying party will not be liable to such indemnified
party under this Section 7 for any legal or
<PAGE>
24
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel (plus any local counsel),
approved by the Representatives in the case of paragraph (a) of this Section 7,
representing the indemnified parties under such paragraph (a) who are parties to
such action), (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of this
Section 7 is due in accordance with its terms but is for any reason held by a
court to be unavailable from the Company on grounds of policy or otherwise, the
Company and the Underwriters shall contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) to which the Company and one
or more of the Underwriters may be subject in such proportion so that the
Underwriters are responsible for that portion represented by the percentage that
the underwriting discount bears to the sum of such discount and the purchase
price of the Securities specified in Schedule I hereto and the Company is
responsible for the balance; provided, however, that (y) in no case shall any
-------- -------
Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the Securities) be responsible for any amount in
excess of the underwriting discount applicable to the Securities purchased by
such Underwriter hereunder and (z) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person who controls an
Underwriter within the meaning of the Act shall have the same rights to
contribution as such
<PAGE>
25
Underwriter, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case to clauses
(y) and (z) of this paragraph (d). Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this paragraph (d), notify such
party or parties from whom contribution may be sought, but the omission to so
notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have hereun-
der or otherwise than under this paragraph (d).
8. Default by an Underwriter. If any one or more Underwriters shall
--------------------------
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule II hereto bears to the aggregate amount
of Securities set forth opposite the names of all the remaining Underwriters)
the Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase; provided, however, that in the event that the aggregate
-------- -------
amount of Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate amount of Securities set
forth in Schedule II hereto, the remaining Underwriters shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not purchase all the
Securities, this Agreement will terminate without liability to any nondefaulting
Underwriter or the Company. In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for such period,
not exceeding seven days, as the Representatives shall determine in order that
the required changes in the Registration Statement and the Final Prospectus or
in any other documents or arrangements may be effected. Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its liability, if
any, to the Company and any
<PAGE>
26
nondefaulting Underwriter for damages occasioned by its default hereunder.
9. Termination. This Agreement shall be subject to termination in
------------
the absolute discretion of the Representatives, by notice given to the Company
prior to delivery of and payment for the Securities, if prior to such time (i)
trading in the Company's Common Stock shall have been suspended by the
Commission or the New York Stock Exchange or trading in securities generally on
the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange, (ii) a banking moratorium
shall have been declared either by Federal or New York, Rhode Island,
Connecticut, Maine, New Hampshire or Massachusetts state authorities or
(iii) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or other
calamity or crisis the effect of which on the financial markets is such as to
make it, in the judgment of the Representatives, impracticable or inadvisable to
market the Securities.
10. Representations and Indemnities to Survive. The respective
------------------------------------------
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the Securities. The provisions of
Sections 6 and 7 hereof shall survive the termination or cancelation of this
Agreement.
11. Notices. All communications hereunder will be in writing and
--------
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telegraphed and confirmed to them, at the address specified in
Schedule I hereto; or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at 50 Kennedy Plaza, Providence, Rhode Island
02903, attention of the Senior Vice President and General Counsel.
12. Successors. This Agreement will inure to the benefit of and be
-----------
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7 hereof, and no
<PAGE>
27
other person will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed by and construed
---------------
in accordance with the laws of the State of New York.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.
Very truly yours,
FLEET FINANCIAL GROUP, INC.
By:
_________________________________
Title: Treasurer
CONFIRMED AND ACCEPTED,
as of the date first above written:
BY: UBS SECURITIES LLC
By:
-------------------------------------
For themselves and as Representative of the other
Underwriters named in Schedule II hereto.
<PAGE>
SCHEDULE I
Underwriting Agreement dated April 10, 1996,
Registration Statement No. 333-00701
Representatives: UBS Securities LLC
299 Park Avenue
New York, NY 10171
Chase Securities Inc.
270 Park Avenue
New York, NY 10017
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
World Financial Center
New York, NY 10281-1328
Salomon Brothers Inc
Seven World Trade Center
New York, NY 10048
Title, Purchase Price and Description of Securities:
Title: 7 1/8% Subordinated Notes Due April 15, 2006
Trustee: The First National Bank of Chicago
Principal amount: $300,000,000
Purchase price: 98.564% of principal amount plus accrued interest, if
any, from April 15, 1996 to the date of delivery
Type of Funds: Wire transfer of Federal (same day)
funds
Sinking fund provisions: None
Redemption provisions: Not redeemable prior to
maturity
Other provisions: None
<PAGE>
Closing Date, Time and Location: April 15, 1996
10:00 a.m., New York time
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
Type of Offering: Delayed Offering
Modification of items to be covered by the letter from
KPMG Peat Marwick delivered pursuant to
Section 5(e) at the Execution Time: None
<PAGE>
SCHEDULE II
Principal Amount
of Securities to
Underwriters be Purchased
- ------------ ----------------
UBS Securities LLC $75,000,000
Chase Securities Inc. 75,000,000
Merrill Lynch, Pierce, Fenner
& Smith Incorporated 75,000,000
Salomon Brothers Inc 75,000,000
____________
Total. . . . . . . . . . . $300,000,000
============
EXHIBIT 4
Unless this certificate is presented by an authorized representative of The
Depository Trust company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
THE SUBORDINATED NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF FLEET FINANCIAL GROUP, INC.
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK
INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
REGISTERED REGISTERED
NUMBER R-SPECIMEN $SPECIMEN
FLEET FINANCIAL GROUP, INC.
7 1/8 % SUBORDINATED NOTES DUE APRIL 15, 2006
CUSIP: 338915 AG6
FLEET FINANCIAL GROUP, INC., a Rhode Island corporation (hereinafter
called the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of
DOLLARS ($ ) on April 15, 2006, and to pay interest thereon from April
15, 1996, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually in arrears on the 15th day of
April and October in each year, commencing October 15, 1996, at the rate of 7
1/8 % per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Subordinated Note (or one or more Predecessor
Subordinated Notes) is registered at the close of business on the Regular Record
Date for such interest, which shall be March 31 and September 30 of each such
year (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date; provided, however, that in case of a Subordinated Note
originally issued between a Regular Record Date and the Interest Payment Date or
on an Interest Payment Date relating to such Regular Record Date, interest for
the period beginning on the date of issue and ending on such Interest Payment
Date shall be paid on the next succeeding Interest Payment Date to the Person in
whose name this Subordinated Note (or one or more Predecessor Subordinated
Notes) is registered at the close of business on the Regular Record Date with
respect to such succeeding Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Subordinated Note (or one or more Predecessor Subordinated Notes) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Subordinated Notes of this series not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Subordinated Notes of this series may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture. Interest will be computed on the basis of a 360-day year consisting
of twelve 30-day months.
Payment of the principal of (and premium, if any) and any such interest on
this Subordinated Note will be made at the offices or agencies of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
or in The City of Providence, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check drawn upon any Paying Agent and mailed on or prior
to an
<PAGE>
Interest Payment Date to the address of the Person entitled thereto as
such address shall appear in the Security Register.
This Subordinated Note is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued under an
Indenture dated as of October 1, 1992 (as supplemented by a First Supplemental
Indenture dated November 30, 1992, the "Indenture"), between the Company and The
First National Bank of Chicago (herein called the "Trustee", which term includes
any successor Trustee under the Indenture), to which Indenture and all
Indentures supplemental thereto reference is hereby made for a statement of the
respective rights of the Company, the Trustee and the Holders of the Securities,
and the terms upon which the Securities are, and are to be, authenticated and
delivered. This Subordinated Note is one of a series of Subordinated Notes of
the Company designated as its 7 1/8 % Subordinated Notes Due April 15, 2006
(herein called the "Subordinated Notes"), limited in aggregate principal amount
to $300,000,000.
Upon any distribution of assets of the Company upon dissolution, winding
up, liquidation or reorganization, the payment of the principal of, premium, if
any, and interest on, the Subordinated Notes is to be subordinated in right of
payment to the extent provided in the Indenture to the prior payment in full of
all Senior Indebtedness and Other Financial Obligations of the Company (each as
defined in the Indenture). Each Holder of the Subordinated Notes, by the
acceptance thereof, agrees to and shall be bound by such provisions of the
Indenture. The Subordinated Notes may not be redeemed prior to maturity.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Subordinated Note may be registered in the
Security Register of the Company upon surrender of this Subordinated Note for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Subordinated
Note are payable, duly endorsed by, or accompanied by, a written instrument of
transfer in form satisfactory to the Company, duly executed by the registered
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Subordinated Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Subordinated Notes are issuable only as registered Subordinated Notes
without coupons in denominations of $1,000 and integral multiples of $1,000. As
provided in the Indenture, and subject to certain limitations set forth therein,
this Subordinated Note is exchangeable for a like aggregate principal amount of
Subordinated Notes of different authorized denominations, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Subordinated
Note, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Subordinated Note is registered as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Subordinated Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
If an Event of Default with respect to the Subordinated Notes shall occur
and be continuing, the principal hereof may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the trustee under
each series to be affected with the consent of the Holders of 66 2/3% in
principal amount of the Outstanding Securities of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Outstanding Securities of any
series, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Subordinated Note
<PAGE>
shall be conclusive and binding upon such Holder and upon all future Holders of
this Subordinated Note and of any Subordinated Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Subordinated Note.
No reference herein to the Indenture and no provision of this Subordinated
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if
any) and interest, if any, on this Subordinated Note at the times, place and
rate, and in the coin and currency, herein prescribed.
All terms used in this Subordinated Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an authenticating agent, by the manual signature of
an authorized officer, this Subordinated Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: April 15, 1996
TRUSTEE'S CERTIFICATE OF AUTHENTICATION FLEET FINANCIAL GROUP, INC.
This is one of the Securities of
the series provided for under the
within-mentioned Indenture.
By
-----------------------------
THE FIRST NATIONAL BANK OF CHICAGO, Chief Executive Officer and
as Trustee President
By By
---------------------------------- -----------------------------
Authorized Officer Secretary
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
Name and address of assignee, including zip code, must be printed or
typewritten)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the within Subordinated Note, and all rights thereunder, hereby irrevocably
constituting and appointing
- --------------------------------------------------------------------------------
Attorney to transfer said Subordinated Note on the books of the within Company,
with full power of substitution in the premises.
Dated:
------- --------------------------------
NOTICE: The signature to this
assignment must correspond
with the name as it appears
upon the face of the within
or attached Subordinated Note
in every particular, without
alteration or enlargement or
any change whatever.
Exhibit 5
April 15, 1996
Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
Dear Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (the "Registration
Statement") filed by Fleet Financial Group, Inc. (the "Company") with the
Securities and Exchange Commission on February 2, 1996, as amended by Amendment
No. 1 filed on March 15, 1996 and Amendment No. 2 filed on March 22, 1996 in
connection with the registration under the Securities Act of 1933, as amended,
of Securities having a public offering price of up to an aggregate of
$1,488,400,000 (or the equivalent thereof if any of the securities are
denominated in a foreign currency or a foreign currency unit, such as European
Currency Units ("ECU")) pursuant to an offering to be made on a continuous or
delayed basis pursuant to the provisions of Rule 415.
We are rendering this opinion in connection with the sale by the Company
of $300,000,000 in aggregate principal amount of its 7 1/8 % Subordinated Notes
Due April 15, 2006 (the "Notes").
We have served as counsel for the Company and, as such, assisted in the
organization thereof under the laws of the State of Rhode Island and are
familiar with all corporate proceedings since its organization. We have examined
the following documents and records:
(1) The Restated Articles of Incorporation of the Company, as
amended;
(2) The By-Laws of the Company;
(3) The Final Prospectus;
(4) The Indenture dated as of October 1, 1992, as amended by a First
Supplemental Indenture dated November 30, 1992 (the "Indenture"), by
and between the Company and The First National Bank of Chicago, as
trustee (the "Trustee"), providing for the issuance of Notes which
constitute subordinated securities;
(5) Specimen copies of the Notes; and
(6) All corporate minutes and proceedings of the Company relating to
the issuance of the Notes.
<PAGE>
We have also examined such further documents, records and proceedings as
we have deemed pertinent in connection with the issuance of said Securities. In
our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the completeness and authenticity of all documents
submitted to us as originals, and the conformity to the originals of all
documents submitted to us as certified, photostatic or conformed copies, and the
validity of all laws and regulations. We have assumed that the Notes are duly
executed and delivered in substantially the forms reviewed by us.
We are qualified to practice law in the State of Rhode Island and we do
not purport to express any opinion herein concerning any law other than the laws
of the State of Rhode Island and the federal law of the United States.
Based upon such examination, it is our opinion that the Notes when issued
and paid for, will be legally issued, fully paid and non-assessable.
V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet
National Bank, a wholly-owned subsidiary of the Company, and beneficially owns
4,052 shares of Common Stock of the Company.
We consent to the use of this opinion as an exhibit to the Form 8-K filed
to report the issuance of the Securities.
Very truly yours,
/s/ EDWARDS & ANGELL
------------------------
Edwards & Angell
