AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 1996
REGISTRATION NO. 333-00701
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FLEET FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
RHODE ISLAND 05-0341324
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02211
(617) 292-2000
(Address including zip code, and telephone number, including area code, of the
Registrant's principal executive offices)
WILLIAM C. MUTTERPERL, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FLEET FINANCIAL GROUP, INC.
One Federal Street
Boston, Massachusetts 02211
(617) 292-2000
(Name, address, and telephone number of agent for service)
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Copies to:
LAURA N. WILKINSON, ESQ. B. ROBBINS KIESSLING, ESQ.
EDWARDS & ANGELL CRAVATH, SWAINE & MOORE
One Hospital Trust Plaza Worldwide Plaza, 825 Eighth Avenue
Providence, Rhode Island 02903 New York, New York 10019
(401) 274-9200 (212) 474-1000
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registrations statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two forms of Prospectus: one to be used
in connection with the offering and sale of Debt Securities, and Warrants to
purchase Debt Securities, including any Preferred Stock, Depositary Shares and
Common Stock into which the Debt Securities may be convertible, and one to be
used in connection with the offering and sale of Preferred Stock, Depositary
Shares and Common Stock, and Warrants to purchase such Securities, including any
such shares into which the Preferred Stock or Depositary Shares may be
convertible. This Registration Statement also contains forms of Prospectus
Supplements relating to the offering of Subordinated Notes, Medium-Term Notes,
Series J and K, due 9 months or more from date of issue, Retail Medium-Term
Notes, Series J and K, due 9 months or more from date of issue, and Perpetual
Preferred Stock. These Prospectus Supplements relate only to such Subordinated
Notes, Medium-Term Notes and Perpetual Preferred Stock, respectively, and are
forms which may be used by Fleet, among others, to offer its securities under
this Registration Statement.
<PAGE>
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED , 1996
[LOGO]
$
FLEET FINANCIAL GROUP, INC.
% SUBORDINATED NOTES DUE
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The Subordinated Notes will mature on , and may not be
redeemed prior to maturity. Interest on the Subordinated Notes offered hereby is
payable semiannually on and of each year, commencing
, 1996. See "Description of Notes".
The Subordinated Notes are subordinated as set forth in the accompanying
Prospectus under "Subordinated Debt Securities". As of December 31, 1995, the
aggregate principal amount of Fleet's Senior Indebtedness and Fleet's
obligations under Other Financial Obligations (each as defined in the
accompanying Prospectus) was $1.8 billion and $15.1 million, respectively.
Payment of principal of the Subordinated Notes may be accelerated only in the
case of the bankruptcy, insolvency or reorganization of Fleet Financial Group,
Inc. ("Fleet"). There is no right of acceleration in the case of a default in
the payment of interest on the Subordinated Notes or in the performance of any
other covenant of Fleet. See "Subordinated Debt Securities" in the accompanying
Prospectus.
The Subordinated Notes will be represented by Global Securities registered
in the name of the nominee of The Depository Trust Company (the "Depository").
Interests in the Global Securities will be shown on, and transfers thereof will
be effected only through, records maintained by the Depository and its
participants. Except as provided herein, Subordinated Notes in definitive form
will not be issued. Settlement for the Subordinated Notes will be made in
immediately available funds. The Subordinated Notes will trade in the
Depository's Same-Day Funds Settlement System until maturity, and secondary
market trading activity for the Subordinated Notes will therefore settle in
immediately available funds. All payments of principal and interest will be made
by Fleet in immediately available funds. See "Description of Subordinated
Notes--Same-Day Settlement and Payment".
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THE SUBORDINATED NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF FLEET AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, BANK INSURANCE FUND OR ANY
OTHER GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) FLEET(1)(3)
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Per Subordinated Note...... % % %
Total...................... $ $ $
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(1) Plus accrued interest, if any, from , 1996.
(2) Fleet has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting".
(3) Before deducting estimated expenses of $175,000 payable by Fleet.
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The Subordinated Notes offered hereby are offered severally by the
Underwriters, as specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part. It is expected
that the Subordinated Notes will be ready for delivery in book-entry form only
through the facilities of DTC in New York, New York, on or about ,
1996, against payment therefor in immediately available funds.
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The date of this Prospectus Supplement is , 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
This section replaces the section entitled "Use of Proceeds" in the
accompanying Prospectus.
Fleet intends to use the net proceeds from the sale of the Subordinated
Notes to fund a portion of the purchase price for the NatWest Merger (as defined
below). See "Recent Developments--NatWest Merger". Fleet intends to use any net
proceeds from the sale of the Subordinated Notes not used for such purpose for
general corporate purposes, principally to extend credit to, or fund investments
in, its subsidiaries. The precise amounts and timing of extensions of credit to,
and investments in, such subsidiaries will depend upon the subsidiaries' funding
requirements and the availability of other funds. Pending such applications, the
net proceeds may be temporarily invested in marketable securities or applied to
the reduction of Fleet's short-term indebtedness. Based upon the historic and
anticipated future growth of Fleet and the financial needs of its subsidiaries,
Fleet may engage in additional financings of a character and amount to be
determined as the need arises.
RECENT DEVELOPMENTS
NATWEST MERGER
On December 19, 1995, Fleet entered into an Agreement and Plan of Merger
(the "NatWest Merger Agreement") with National Westminster Bank Plc ("NatWest
Plc") providing for the merger (the "NatWest Merger") of FBNY with and into
NatWest Bank, N.A. ("NatWest Bank"), a national bank operating in New York and
New Jersey. NatWest Bank will continue its existence following the closing under
the name "Fleet Bank of New York, National Association" (the "Surviving Bank").
Following completion of the transaction, which has a purchase price of $3.26
billion, Fleet will have a strengthened market position in metropolitan New York
to complement its leading position in New England. The NatWest Merger Agreement
provides for a payment of $2.7 billion, subject to adjustment based on the
tangible net worth of NatWest Bank on the closing date of the NatWest Merger
(the "Closing Date"). In addition, the NatWest Merger Agreement provides for an
earnout payment (the "Earnout") of up to $560 million over an eight year period
following the Closing Date which will be based on the level of earnings of the
Surviving Bank during such period. The Earnout may be prepaid by Fleet at any
time at a price to be negotiated, and is subject to accelerated prepayment under
certain circumstances.
Fleet expects to finance the NatWest Merger primarily through internal
funding sources. Fleet currently plans to issue an additional $175 million of
preferred stock (which NatWest Plc or an affiliate has agreed to take as part of
the purchase price if such amount of preferred stock is not issued by Fleet
prior to the Closing Date) and $400 million of debt securities prior to the
Closing Date. Fleet also has the option to issue up to $175 million of the
purchase price in shares of its common stock.
Following the NatWest Merger, Fleet will have approximately $90 billion in
assets reflecting an expected reduction of Fleet's and NatWest's assets. As a
result of the NatWest Merger, Fleet expects to liquidate low-return assets,
primarily securities and residential mortgage loans, and replace them with
higher-yielding loans of NatWest Bank almost entirely funded with core deposits.
In addition, Fleet expects to achieve cost savings of approximately $200
million (pre-tax) within eighteen months following the Closing Date, primarily
through reductions in staff, elimination and consolidation of certain branches,
and the consolidation of certain offices, data processing and other
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redundant back-office operations. The extent to which cost savings will be
achieved is dependent upon various factors beyond the control of Fleet,
including the regulatory environment, economic conditions, unanticipated changes
in business conditions and inflation. Therefore, no assurances can be given with
respect to the ultimate level of cost savings to be realized, or that such
savings will be realized in the time-frame currently anticipated.
The NatWest Merger, which is subject to regulatory approval and other
conditions to closing, is expected to close in the second quarter of 1996. There
can be no assurance that such regulatory approvals will be obtained, and, if
obtained, there can be no assurance as to the date of any such approvals or the
absence of any litigation challenging such approvals. Upon completion, based on
information available to Fleet as of the date of this Prospectus Supplement,
Fleet expects to rank as the third largest banking institution in New York, the
fourth largest banking institution in New Jersey (the position currently
occupied by NatWest Bank) and to continue to rank as the largest banking
institution in New England. In total, Fleet expects to operate 1,225 branches
and 2,000 automated teller machines in eight states, and will maintain NatWest
Bank's recently opened customer service and sales operations in Scranton,
Pennsylvania.
For additional information regarding the NatWest Merger, including a copy of
the NatWest Merger Agreement and certain historical and pro forma financial
information related thereto, see Fleet's Current Reports on Form 8-K dated
December 19, 1995, February 8, 1996 and March , 1996, which are incorporated
by reference herein.
KKR EXCHANGE
On December 31, 1995, Fleet and certain partnerships (the "Partnerships")
represented by Kohlberg, Kravis & Roberts signed an agreement to exchange the
Partnership's ownership interest represented by their holdings of Fleet's Dual
Convertible Preferred Stock (the "DCP Stock") into direct ownership of
approximately 19.9 million shares of Fleet's common stock (the "KKR Exchange").
As a result of the exchange, the Partnerships currently hold an approximate 7.5%
ownership interest in Fleet. The Partnerships continue to hold rights to
purchase 6.5 million shares of common stock (the "Rights").
The DCP Stock and the Rights were originally issued to the Partnerships in
1991 to provide capital for Fleet's purchase of the Bank of New England
franchise. As part of the 1991 agreement, the Partnerships had the option of
exchanging the DCP Stock into either 16.0 million shares of Fleet common stock
or a 50% ownership interest in Fleet-MA and Fleet-CT.
For additional information on this transaction, see Fleet's Current Report
on Form 8-K dated December 19, 1995, which is incorporated by reference herein.
1995 AND FOURTH QUARTER RESULTS
Fleet's net income for the year ended December 31, 1995, was $610 million or
$1.57 per share compared to $849 million or $3.09 per share in 1994. Excluding
the impact of the special charges described below, Fleet's earnings were $1.04
billion or $3.77 per share for 1995, compared to $952 million or $3.48 per
share, excluding special charges for 1994. Fleet also reported a net loss of
$138 million or $1.17 per share for the fourth quarter of 1995, compared to net
income of $258 million or $0.97 per share for the fourth quarter of 1994.
Excluding the impact of special charges, earnings were $260 million or $0.94 per
share in the fourth quarter of 1995.
Special charges for 1995 included $317 million (after-tax) of merger costs
related to the Shawmut Merger ($286 million for the fourth quarter) and a charge
of $112 million (after-tax) related to Fleet's decision to sell Fleet Finance,
Inc. ("Fleet Finance"), its consumer finance subsidiary, and to sell certain
nonperforming assets from its banking subsidiaries that have been identified for
accelerated disposition. Earnings per share were also reduced by $0.59 related
to the KKR Exchange described above.
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Net interest income totaled $3.1 billion for both 1995 and 1994 as growth in
earning assets was offset by narrowing margins on those assets. Average loans
for the year increased by $7 billion, or 16%, due to both acquisitions and new
loan origination volume. The net interest margin for 1995 was 4.12%, compared to
4.30% in 1994. The 18 basis point decrease was attributable to an increase in
the cost of interest-bearing liabilities outpacing the increase in yields on
interest-earning assets, which is reflective of an increasingly competitive
market for customer deposits. Net interest income for the fourth quarter of 1995
totaled $747 million while the net interest margin was 4.00%, compared to $758
million and 4.29% in the prior year's fourth quarter and was the result of the
year's trends in deposit pricing noted above.
Credit loss provisions for 1995 were $101 million, compared to $65 million
in 1994, and were $26 million in the fourth quarter of 1995 compared to $17
million for the fourth quarter of 1994. Net charge-offs increased $63 million in
1995 and $37 million from last year's fourth quarter as a result of decreases in
recoveries on loans previously charged off, as well as an increase in consumer
charge-offs relating to an increase in the size of Fleet's credit card portfolio
as well as an increase in charge-offs at Fleet Finance. At December 31, 1995,
nonperforming assets were $499 million, which excludes $317 million of
nonperforming assets which were reclassified to assets held for sale or
accelerated disposition at December 31, 1995.
Noninterest income totaled $1.8 billion for 1995, up 20%, compared to $1.5
billion for 1994. Increases of 10% or more were noted in several lines of
business, including mortgage banking where revenues of $511 million in 1995
represented a 31% increase as a result of Fleet's mortgage servicing portfolio
increasing 30% to $116 billion. Investment services revenue improved 10% to $322
million, reflecting the improvement in the stock and bond markets during 1995,
and student loan servicing fees increased 33% to $72 million due to increased
loan volume associated with the National Direct Student Loan Program at Fleet's
student loan servicing subsidiary. Noninterest income for the fourth quarter
totaled $524 million compared to $414 million for the same period in 1994, an
increase of 27%, as the trends mentioned above continued into the fourth
quarter.
Noninterest expense totaled $3.1 billion during 1995 compared to $3.0
billion for 1994, excluding the special charges described above. Fleet's FDIC
assessment fees decreased $46 million during 1995 as the FDIC reduced its
assessment on deposits during 1995, and OREO expense declined by $36 million due
to reduced write-downs on OREO property. Offsetting these decreases were
increases in amortization of mortgage servicing rights (MSRs), intangible asset
amortization, and employee compensation. Amortization of MSRs increased by $99
million due both to the acceleration of MSRs amortization necessitated by the
declining interest rate environment and a 30% growth in the size of Fleet's
servicing portfolio. This increase in MSRs amortization was offset in large part
by $77 million of gains on treasury options, which are used as hedges to offset
changes in the valuation of MSRs. Increases in amortization of intangibles,
employee compensation and various other expense categories are primarily
attributable to numerous acquisitions completed during 1995.
Noninterest expense totaled $814 million in the fourth quarter of 1995,
excluding the special charges noted above, compared to $717 million in the
fourth quarter of 1994. The $97 million increase in noninterest expense during
the fourth quarter of 1995 is primarily attributable to a $70 million increase
in mortgage servicing rights amortization offset economically by treasury option
hedge gains.
Total assets at December 31, 1995 and 1994 were $84.4 billion and $81.0
billion, respectively. Total loans and leases increased from $46.0 billion at
December 31, 1994 to $51.5 billion at December 31, 1995, principally reflecting
increased commercial and residential real estate loans. Commercial loans
increased 18% to $23.3 billion at December 31, 1995, while residential real
estate loans increased 35% during the same period to $11.5 billion. Growth in
Fleet's loan portfolio is attributable both to acquisitions and new loan
origination activity. Fleet's reserve for loan losses at December 31, 1995 was
$1.3 billion, or 2.6% of loans. The investment securities portfolio decreased
$1.8 billion to $19.3 billion at December 31, 1995, as part of an effort to
improve the overall mix of Fleet's interest-earning assets.
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The market value of Fleet's investment securities portfolio benefited
significantly from falling interest rates during 1995 and appreciated by $1.1
billion during the year. Also, during the fourth quarter, Fleet reclassified
$6.4 billion of its securities portfolio into the asset held for sale category,
which now contains substantially all of its securities portfolio. Stockholders'
equity amounted to $6.4 billion at December 31, 1995 compared to $5.5 billion at
December 31, 1994.
For additional information regarding Fleet's financial results for the year
ended December 31, 1995, including its audited consolidated financial statements
and management's discussion and analysis relating thereto, see Fleet's Current
Report on Form 8-K dated March , 1996.
SHAWMUT MERGER
On February 20, 1995, Fleet and Shawmut National Corporation ("Shawmut")
entered into an Agreement and Plan of Merger (the "Merger Agreement") providing
for the merger of Shawmut with and into Fleet (the "Shawmut Merger"). The
Shawmut Merger was consummated on November 30, 1995. For additional information
regarding the Shawmut Merger and Fleet's supplemental consolidated financial
statements giving effect thereto, see Fleet's Current Reports on Form 8-K dated
February 20, 1995, February 21, 1995, April 13, 1995, May 17, 1995, June 21,
1995, August 11, 1995, August 23, 1995, November 15, 1995, November 30, 1995 and
January 19, 1996, which are incorporated by reference herein. Unless otherwise
noted, all of Fleet's historical financial information set forth in this
Prospectus Supplement has been restated to give effect to the Shawmut Merger for
all periods presented.
DESCRIPTION OF SUBORDINATED NOTES
The following description of the Subordinated Notes offered hereby (referred
to herein as the "Subordinated Notes" and in the accompanying Prospectus as the
"Subordinated Securities") supplements, and to the extent inconsistent therewith
replaces, the description of the general terms and provisions of the
Subordinated Securities set forth in the accompanying Prospectus, to which
description reference is hereby made.
GENERAL
The Subordinated Notes will be issued under an indenture dated as of October
1, 1992, between Fleet and The First National Bank of Chicago, as Trustee (as
supplemented by a First Supplemental Indenture dated November 30, 1992, the
"Indenture"). The Subordinated Notes will be limited to $ million aggregate
principal amount and will mature on . Interest on the Subordinated
Notes will be payable at the rate per annum shown on the cover page of this
Prospectus Supplement from , 1996, or from the most recent Interest
Payment Date to which interest has been paid or provided for, on
of each year, commencing on , 1996, to the persons
in whose names the Subordinated Notes are registered at the close of business on
the and , as the case may be, next preceding such Interest
Payment Date. The Subordinated Notes are not redeemable prior to maturity.
BOOK-ENTRY, DELIVERY AND FORM
The Subordinated Notes will be issued in the form of fully registered Global
Securities. The Global Securities will be deposited with, or on behalf of, the
Depository and registered in the name of the Depository's nominee. The
Depository currently limits the maximum denomination of any global security to
$200,000,000. Therefore, for purposes of this Prospectus Supplement, "Global
Security" refers to the Global Securities representing the entire issue of
Subordinated Notes offered hereby.
The Depository has advised as follows: The Depository is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New
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York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Depository holds securities that its participants
("Participants") deposit with the Depository. The Depository also facilitates
the settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers (including the Underwriters named in this Prospectus
Supplement), banks, trust companies, clearing corporations and certain other
organizations. The Depository is owned by a number of its direct Participants
and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and
the National Association of Securities Dealers, Inc. Access to the Depository's
system is also available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly ("indirect participants"). Persons
who are not Participants may own beneficial interests in securities held by the
Depository only through Participants or indirect participants. The Rules
applicable to the Depository and its Participants are on file with the
Commission.
The Depository has advised that pursuant to procedures established by it (i)
upon issuance of the Global Security by Fleet, the Depository will credit the
accounts of the Participants designated by the Underwriters with the principal
amount of the Subordinated Notes purchased by the Underwriters and (ii)
ownership of beneficial interests in the Global Security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the Depository (with respect to Participants' interests), the Participants
and the indirect participants (with respect to the owners of beneficial
interests in such Global Security). The laws of some states may require that
certain persons take physical delivery in definitive form of securities which
they own. Consequently, such persons may be prohibited from purchasing
beneficial interests in the Global Security from any beneficial owner or
otherwise.
So long as the Depository's nominee is the registered owner of the Global
Security, such nominee for all purposes will be considered the sole owner or
holder of the Subordinated Notes represented by such Global Security for all
purposes under the Indenture. Except as provided below, owners of beneficial
interests in the Global Security will not be entitled to have any of the
Subordinated Notes represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of the
Subordinated Notes in definitive form and will not be considered the owners or
holders thereof under the Indenture. Accordingly, each person owning a
beneficial interest in the Global Security must rely on the procedures of the
Depository and, if such person is not a Participant, on the procedures of the
Participant and, if applicable, the indirect participant, through which such
person owns its interest, to exercise any rights of a holder under the
Indenture. Fleet understands that under existing practice, in the event that
Fleet requests any action of the holders or a beneficial owner desires to take
any action a holder is entitled to take, the Depository would act upon the
instructions of, or authorize, the Participant to take such action.
Principal and interest payments on the Global Security registered in the
name of the Depository's nominee will be made to the Depository's nominee as the
registered owner of such Global Security. Fleet and the Trustee will treat the
person in whose name the Global Security is registered as the owner of such
Global Security for the purpose of receiving payment of principal and interest
on the Subordinated Notes and for all other purposes whatsoever. None of Fleet,
the Trustee, the Paying Agent or the Security Registrar has any responsibility
or liability for the payment of principal or interest on the Subordinated Notes
to owners of beneficial interests in the Global Security. The Depository has
advised that upon receipt of any payment of principal or interest in respect of
the Global Security, it will immediately credit the accounts of the Participants
with such payment in amounts proportionate to their respective beneficial
interests in such Global Security as shown on the records of the Depository.
Payments by Participants and indirect participants to owners of beneficial
interests in
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the Global Security will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of customers
in bearer form or registered in "street name," and will be the responsibility of
the Participants or indirect participants.
None of Fleet, the Trustee, the Paying Agent or the Security Registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the Global
Security, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
The Global Security representing all but not part of the Subordinated Notes
being offered hereby is exchangeable for Subordinated Notes in definitive form
of like tenor and terms if (i) the Depository notifies Fleet that it is
unwilling or unable to continue as depository for such Global Security or if at
any time the Depository ceases to be a clearing agency registered under the
Exchange Act, and, in either case, a successor depository is not appointed by
Fleet within 90 days of receipt by Fleet of such notice or of Fleet becoming
aware of such ineligibility, (ii) Fleet in its discretion at any time determines
not to have all of the Subordinated Notes represented by the Global Security and
notifies the Trustee thereof, or (iii) an Event of Default has occurred and is
continuing with respect to the Subordinated Notes. The Global Security
exchangeable pursuant to the preceding sentence shall be exchangeable for
Subordinated Notes issuable in authorized denominations and registered in such
names as the Depository holding such Global Security shall direct. Subject to
the foregoing, a Global Security is not exchangeable, except for a Subordinated
Note or Subordinated Notes of the same aggregate denomination to be registered
in the name of the depository or its nominee or in the name of a successor of
the Depository or a nominee of such successor.
A further description of the Depository's procedures with respect to the
Global Security representing the Subordinated Notes is set forth in the
Prospectus under "Description of Debt Securities-- Global Securities". The
Depository has confirmed that it intends to follow such procedures.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Subordinated Notes will be made by the Underwriters in
immediately available funds. All payments of principal and interest will be made
by Fleet in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearinghouse or next-day funds. In contrast, the
Subordinated Notes will trade in the Depository's Same-Day Funds Settlement
System until maturity, and secondary market trading activity in the Subordinated
Notes will therefore be required by the Depository to settle in immediately
available funds. No assurance can be given as to the effect, if any, of
settlement in immediately available funds on trading activity in the
Subordinated Notes.
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UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), Fleet has agreed to sell to each of the
Underwriters named below, and each of the Underwriters has severally agreed to
purchase, the principal amount of the Subordinated Notes set forth opposite its
name below. In the Underwriting Agreement, the several Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all the
Subordinated Notes offered hereby, if any of the Subordinated Notes are
purchased.
PRINCIPAL
AMOUNT OF
SUBORDINATED
UNDERWRITERS NOTES
- ---------------------------------------------------------- ------------
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TOTAL.................................................... $
------------
------------
The Underwriters have advised Fleet that they propose initially to offer the
Subordinated Notes in part directly to the public at the public offering price
set forth on the cover page of this Prospectus Supplement, and in part to
certain dealers at such price less a concession not in excess of % of the
principal amount of the Subordinated Notes. The Underwriters may allow, and such
dealers may reallow, a discount not in excess of % of the principal amount
of the Subordinated Notes to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.
All secondary trading in the Subordinated Notes will settle in immediately
available funds. See "Description of Notes--Same-Day Settlement and Payment".
The Underwriting Agreement provides that Fleet will indemnify the several
Underwriters against certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended, or contribute to payments which the
Underwriters may be required to make in respect thereof.
Fleet does not intend to apply for listing of the Subordinated Notes on a
national securities exchange, but has been advised by the Underwriters that the
Underwriters presently intend to make a market in the Subordinated Notes, as
permitted by applicable laws and regulations. The Underwriters are not
obligated, however, to make a market in the Subordinated Notes, and any such
market making may be discontinued at any time at the sole discretion of the
Underwriters. Accordingly, no assurance can be given as to the liquidity of, or
trading markets for, the Subordinated Notes.
Certain of the Underwriters and their associates and affiliates may be
customers of, have borrowing relationships with, engage in other transactions
with, and/or perform services, including investment banking services, for, Fleet
and its subsidiaries in the ordinary course of business.
S-8
<PAGE>
- ----------------------------------- ----------------------------------------
- ----------------------------------- ----------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION $
OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS FLEET FINANCIAL
SUPPLEMENT AND THE PROSPECTUS DO GROUP, INC.
NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY % SUBORDINATED NOTES
ANY SECURITIES OTHER THAN THE DUE
SECURITIES DESCRIBED IN THIS
PROSPECTUS SUPPLEMENT OR AN OFFER
TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER
OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF FLEET
SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE OF SUCH INFORMATION.
-------------------
TABLE OF CONTENTS ---------------------
PAGE [LOGO]
----
PROSPECTUS SUPPLEMENT
Use of Proceeds................ S-2 ---------------------
Recent Developments............ S-2
Description of Subordinated
Notes........................ S-5
Underwriting................... S-8
PROSPECTUS
Available Information.......... 2
Incorporation of Certain
Documents by Reference....... 2
Fleet Financial Group, Inc..... 3
Consolidated Ratios of
Earnings to Fixed Charges.... 7
Use of Proceeds................ 7
Description of Debt
Securities................... 8
Senior Debt Securities......... 13
Subordinated Debt Securities... 15
Description of Warrants........ 19
Plan of Distribution........... 20
Experts........................ 20
Legal Opinions................. 21
, 1996
- ----------------------------------- ----------------------------------------
- ----------------------------------- ----------------------------------------
<PAGE>
PROSPECTUS SUPPLEMENT [LOGO]
(TO PROSPECTUS DATED , 1996)
$300,000,000
FLEET FINANCIAL GROUP, INC.
RETAIL MEDIUM-TERM NOTESM SECURITIES
SENIOR RETAIL MEDIUM-TERM NOTES, SERIES J
SUBORDINATED RETAIL MEDIUM-TERM NOTES, SERIES K
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
--------------
Fleet Financial Group, Inc., a Rhode Island corporation ("Fleet"), may offer
from time to time up to $300,000,000 aggregate initial public offering price of
Retail Medium-Term NoteSM securities as a class of its debt securities entitled
the Senior Retail Medium-Term Notes, Series J (the "Senior Notes") and the
Subordinated Retail Medium-Term Notes, Series K (the "Subordinated Notes", and
together with the Senior Notes, collectively, (the "Notes" or the "Retail
Medium-Term Notes"). Each Note will mature nine months or longer from its date
of issue, as agreed to by the purchaser and Fleet.
The payment of the principal of and interest on the Subordinated Notes will,
to the extent set forth in the Subordinated Indenture (as hereinafter defined)
be subordinated in right of payment to the prior payment in full of all Senior
Indebtedness (as defined in the Subordinated Indenture). Fleet's obligations
under the Subordinated Notes shall rank pari passu in right of payment with
other Subordinated Debt Securities and with the Existing Subordinated
Indebtedness, subject to the obligations of the Holders of Subordinated Notes to
pay over any Excess Proceeds to Entitled Persons in respect of Other Financial
Obligations as provided in the Subordinated Indenture (see "Description of Debt
Securities--Subordinated Debt Securities" in the Prospectus). Indebtedness of
Fleet senior to the Subordinated Notes, at December 31, 1995, totalled
approximately $1,815,100,000. Payment of principal of the Subordinated Notes may
be accelerated only in case of bankruptcy, insolvency or reorganization of
Fleet. There is no right of accleration of the payment of principal of the
Subordinated Notes upon a default in the payment of principal of or interest on
such Subordinated Notes or in the performance of any covenant of Fleet contained
in the Subordinated Indenture. See "Description of Debt Securities--Subordinated
Debt Securities" in the Prospectus.
(continued on next page)
--------------
THE NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK
OR NON-BANK SUBSIDIARY OF FLEET AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION BANK INSURANCE FUND OR
ANY OTHER GOVERNMENT AGENCY.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT, THE PROSPECTUS OR ANY SUPPLEMENT HERETO. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PRICE TO AGENTS' DISCOUNTS PROCEEDS TO
PUBLIC(1) AND COMMISSIONS(2) COMPANY(2)(3)
------------ ------------------- -------------------------
Per Note... 100% .20%-3.00% 99.80%-97.00%
Total...... $300,000,000 $600,000-$9,000,000 $299,400,000-$291,000,000
(1) Unless otherwise specified in the applicable Pricing Supplement, each Note
will be issued at 100% of its principal amount.
(2) Fleet will pay Smith Barney Inc., as agent (the "Agent"), a commission (or
grant a discount) ranging from .20% to 3.00% of the principal amount of any
Note, depending on its maturity, sold through the Agent (or sold to the
Agent as principal in circumstances in which no other discount is agreed).
The Company also may sell Notes to the Agent, as principal, for resale to
one or more investors and other purchasers at varying prices relating to
prevailing market prices at the time of resale, as determined by the Agent,
or if so agreed, at a fixed public offering price.
(3) Before deducting expenses payable by Fleet estimated at $100,000.
--------------
SMITH BARNEY INC.
--------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 1996.
SMSERVICEMARK OF SMITH BARNEY INC.
<PAGE>
(continued from previous page)
Unless otherwise indicated in the applicable Pricing Supplement to this
Prospectus Supplement (a "Pricing Supplement"), a Note may not be redeemed at
the option of Fleet or be repaid at the option of the registered holder thereof
prior to its stated maturity. Unless otherwise specified in the applicable
Pricing Supplement, the Notes will be issued in denominations of $1,000 or
integral multiples thereof (see "Description of Retail Medium-Term Notes--
General" in this Prospectus Supplement).
Unless otherwise indicated in the applicable Pricing Supplement, interest on
the Notes will be payable monthly on the 15th day of each month and at the
Maturity Date.
The interest rate or interest rate formula for each Note will be established
by Fleet at the time of issuance of such Note (the "Original Issue Date") and
will be set forth therein and specified in a Pricing Supplement. Interest rates
and interest rate formulas are subject to change by Fleet, but no change will
affect any Note already issued or as to which an offer to purchase has been
accepted by Fleet. Unless otherwise indicated in the applicable Pricing
Supplement, each Note will bear interest at a fixed rate ("Fixed Rate Notes"),
or at a floating rate ("Floating Rate Notes"). See "Description of Retail
Medium-Term Notes" in this Prospectus Supplement and "Description of Debt
Securities" in the Prospectus.
The Notes will be issued in fully registered form and will be represented by
a global security registered in the name of a nominee of The Depository Trust
Company ("DTC"). Beneficial interests in Notes in book-entry form will be shown
on, and transfers thereof will be effected only through, records maintained by
DTC. Except as described in "Description of Retail Medium-Term Notes--Book-Entry
Notes" in this Prospectus Supplement, owners of beneficial interests in Notes
issued in book-entry form will not be entitled to physical delivery of Notes in
certificated form and will not be considered the holders thereof.
In addition to the offering of the Notes made hereby, Fleet may offer other
series of its Medium-Term Notes or other Securities, and the sale of such
Medium-Term Notes or other Securities may reduce the amount of Notes that may be
sold hereunder.
The Notes are being offered on a continuous basis by Fleet through the
Agent. Fleet may also sell Notes directly to investors and other purchasers on
its own behalf in those jurisdictions where it is authorized to do so. The Notes
will not be listed on any securities exchange, and there can be no assurance
that the Notes offered by this Prospectus Supplement will be sold or that there
will be a secondary market for the Notes. Fleet reserves the right to withdraw,
cancel or modify any offer to sell Notes without notice and may reject orders in
whole or in part whether placed directly with Fleet or through the Agent. The
Agent will have the right, in its descretion reasonably exercised, to reject, in
whole or in part, any offer to purchase Notes received by it on an agency basis.
See "Plan of Distribution of Retail Medium-Term Notes" in this Prospectus
Supplement. The Agent, whether acting as agent or principal, may be deemed to be
an "underwriter" within the meaning of the Securities Act of 1933, as amended.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
S-2
<PAGE>
The following information supplements, and to the extent inconsistent
therewith, replaces, the information set forth in the Basic Prospectus under the
caption "Fleet Financial Group, Inc.-- General".
FLEET FINANCIAL GROUP, INC.
GENERAL
Fleet is a diversified financial services company organized under the laws
of the State of Rhode Island. At December 31, 1995, Fleet had total assets of
$84.4 billion, total deposits of $57.1 billion and stockholders' equity of $6.4
billion.
Fleet is engaged in a general commercial banking and trust business
throughout the states of New York, Rhode Island, Connecticut, Massachusetts,
Maine, New Hampshire and Florida through its banking subsidiaries, Fleet Bank
("Fleet-NY"); Fleet Bank of New York, National Association ("FBNY"); Fleet
National Bank ("Fleet-RI"); Fleet Bank, National Association ("Fleet-CT"); Fleet
National Bank of Connecticut ("FNB-CT"); Fleet Bank of Massachusetts, National
Association ("Fleet-MA"); Fleet National Bank of Massachusetts ("FNB-MA"); Fleet
Bank of Maine, Fleet Bank-NH and Fleet Bank, F.S.B.
Fleet provides, through its nonbanking subsidiaries, a variety of financial
services, including mortgage banking, asset-based lending, equipment leasing,
consumer finance, real estate financing, securities brokerage services,
investment banking, investment advice and management, data processing and
student loan servicing.
On November 30, 1995, Fleet and Shawmut National Corporation ("Shawmut")
consummated the merger of Shawmut with and into Fleet (the "Shawmut Merger").
For additional information regarding the Merger and certain restated financial
information relating thereto, see Fleet's Current Reports on Form 8-K dated
February 20, 1995, February 21, 1995, April 13, 1995, May 17, 1995, June 21,
1995, August 11, 1995, August 23, 1995, November 18, 1995, November 30, 1995 and
January 19, 1996, which are incorporated by reference herein. Unless otherwise
noted, all of Fleet's historical financial information set forth in this
Prospectus Supplement has been restated to give effect to the Shawmut Merger for
all periods presented.
On December 19, 1995, Fleet entered into an Agreement and Plan of Merger
(the "NatWest Merger Agreement") with National Westminster Bank Plc providing
for the merger (the "NatWest Merger") of FBNY with and into NatWest Bank, N.A.
("NatWest Bank"), a national bank operating in New York and New Jersey. NatWest
Bank will continue its existence following the closing under the name "Fleet
Bank of New York, National Association". For additional information regarding
the NatWest Merger, including a copy of the NatWest Merger Agreement and certain
pro forma and historical financial information related thereto, see Fleet's
Current Reports on Form 8-K dated December 19, 1995, February 8, 1996 and March
, 1996, which are incorporated by reference herein.
The principal office of Fleet is located at One Federal Street, Boston,
Massachusetts 02211, telephone number (617) 292-2000.
DESCRIPTION OF RETAIL MEDIUM-TERM NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the Basic Prospectus as the "Debt Securities", the
"Senior Debt Securities" or the "Subordinated Debt Securities") supplements, and
to the extent inconsistent therewith replaces, the description of the general
terms and provisions of the Debt Securities, Senior Debt Securities and
Subordinated Debt
S-3
<PAGE>
Securities set forth in the Basic Prospectus, to which description reference is
hereby made. The terms and conditions set forth herein will apply to each Note
unless otherwise specified in the applicable Pricing Supplement and the related
Note. Fleet may from time to time sell additional Securities and additional
series of Debt Securities, including additional series of medium-term notes.
GENERAL
The Senior Notes will constitute a single series of Debt Securities to be
issued under an Indenture dated as of October 1, 1992, (the "Senior Indenture")
between Fleet and The First National Bank of Chicago, as trustee (the
"Trustee"). The Subordinated Notes will constitute a single series of Debt
Securities to be issued under an Indenture dated as of October 1, 1992, between
Fleet and the Trustee, as amended by a First Supplemental Indenture dated as of
November 30, 1992, between the Company and the Trustee (such indenture, as
amended, the "Subordinated Indenture" and, collectively with the Senior
Indenture, the "Indentures").
The Senior Notes will be unsecured and unsubordinated obligations of the
Company and will rank pari passu with all other senior indebtedness of Fleet
("Senior Indebtedness"). The Subordinated Notes will be unsecured and will be
subordinate and junior in the right of payment, to the extent and in the manner
set forth in the Subordinated Indenture, to all Senior Indebtedness and Other
Financial Obligations (each as defined in the Subordinated Indenture) of Fleet.
There is no limitation on the issuance of additional Senior Indebtedness or
Other Financial Obligations of Fleet. See "Subordinated Debt Securities" in the
Basic Prospectus. As of December 31, 1995, the aggregate principal amount of
Fleet's Senior Indebtedness was $1.8 billion and Fleet's obligations under
Other Financial Obligations was $15.1 million, respectively. The Notes may be
issued in an aggregate principal amount of up to $300,000,000. The aggregate
principal amount of Notes that may be issued and sold may be reduced as a result
of the sale by Fleet of other securities including other medium term notes. See
"Plan of Distribution". The statements herein concerning the Notes and the
Indentures do not purport to be complete. They are qualified in their entirety
by reference to the provisions of the Indentures, including the definitions of
certain terms used herein without definition.
The Notes will be offered on a continuing basis and will mature on any day
nine months or more from the date of issue, as selected by the purchaser and
agreed to by Fleet, and may be subject to redemption at the option of Fleet or
repayment at the option of the Holder prior to maturity at a price or prices, as
specified in the applicable Pricing Supplement, plus accrued interest to the
date of redemption or repayment. The Notes will not be subject to any sinking
fund.
Unless otherwise indicated in the Pricing Supplement, the Notes will bear
interest at a fixed rate, or at floating rates determined by reference to an
interest rate index or formula which will be set forth in the applicable Pricing
Supplement, or any combination of fixed and floating rates until the principal
thereof is paid or made available for payment. See "Fixed Rate Notes" and
"Floating Rate Notes" below. Notes may be issued as discounted securities
(bearing no interest or interest at rates which at the time of issuance are
below market rates), at prices below their stated principal amounts, which
securities will provide that upon redemption or acceleration of the maturity
thereof, amounts less than the principal amounts thereof shall become due and
payable, or as other Notes which for United States Federal income tax purposes
would be considered to have original issue discount ("Discount Notes"). See
"Certain United States Federal Income Tax Consequences" in this Prospectus
Supplement.
Unless otherwise specified in the applicable Pricing Supplement, if the
principal of any Discount Note is declared to be due and payable immediately as
described in the accompanying Prospectus under "Description of Debt
Securities--Senior Debt Securities" and "--Subordinated Debt Securities", the
amount of principal due and payable with respect to such Note shall be its
Amortized Face Amount (as hereinafter defined). See "Optional Redemption and
Optional Repayment" below.
S-4
<PAGE>
Interest, if any, will be payable as specified under "Fixed Rate Notes" and
"Floating Rate Notes" below. Interest payable and punctually paid or duly
provided for on any date on which interest is payable (an "Interest Payment
Date") and on the stated maturity date or upon earlier redemption or repayment
(such stated maturity date or date of redemption or repayment, as the case may
be, being collectively hereinafter referred to as the "Maturity Date"), or on a
later date on which payment may be made hereunder in respect of such Interest
Payment Date, will be paid to the person in whose name a Note is registered at
the close of business on the Regular Record Date (as hereinafter defined) next
preceding such Interest Payment Date; provided, however, that the first payment
of interest on any Note with an Original Issue Date (as set forth in the Pricing
Supplement) between a Regular Record Date and an Interest Payment Date or on an
Interest Payment Date will be made on an Interest Payment Date following the
next succeeding Regular Record Date to the registered holder on such next
succeeding Regular Record Date; provided, further, that interest payable at
maturity or upon earlier redemption or repayment will be payable to the person
to whom principal shall be payable.
The Notes will be issued in denominations of $1,000 or integral multiples
thereof. The minimum denomination of each Note will be $1,000.
The Company will pay any administrative costs imposed by banks in connection
with transmitting payments of principal, interest or premium, by wire transfer,
but any tax, assessment or governmental charge imposed upon payments will be
borne by owners of beneficial interest in Notes issued in book-entry form in
respect of which payments are made.
All references herein to "registered holders" or "holders" will be to DTC or
its nominee and not to owners of beneficial interests in such Notes, except as
otherwise provided. See "Book-Entry System" below.
BOOK-ENTRY SYSTEM
The Notes will be issued in the form of one or more fully registered global
securities (collectively, the "Global Note") which will be deposited with, or on
behalf of, the Depository and registered in the name of the Depository's
nominee. Except as set forth below, the Global Note may be transferred, in whole
or in part, only by the Depository to a nominee of the Depository or by a
nominee of such Depository to such Depository or another nominee of such
Depository or by the Depository or any nominee to a successor depository or any
nominee of such successor.
The Depository has advised as follows: The Depository is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Exchange Act. The Depository holds securities that its
participants ("Participants") deposit with the Depository. The Depository also
facilitates the settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers (including the Agent), banks, trust
companies, clearing corporations and certain other organizations. The Depository
is owned by a number of its direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc., and the National Association
of Securities Dealers, Inc. Access to the Depository's system is also available
to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either directly
or indirectly ("indirect participants"). Persons who are not Participants may
own beneficial interests in securities held by the Depository only through
Participants or indirect participants. The Rules applicable to the Depository
and its Participants are on file with the Commission.
S-5
<PAGE>
The Depository has advised that pursuant to procedures established by it (i)
upon issuance of the Global Note by Fleet, the Depository will credit the
accounts of the Participants designated by the Agent with the principal amount
of the Notes purchased by the Agent and (ii) ownership of beneficial interests
in the Global Note will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the Depository (with respect to
Participants' interests), the Participants and the indirect participants (with
respect to the owners of beneficial interests in such Global Note). The laws of
some states may require that certain persons take physical delivery in
definitive form of securities which they own. Consequently, such persons may be
prohibited from purchasing beneficial interests in the Global Note from any
beneficial owner or otherwise.
So long as the Depository's nominee is the registered owner of the Global
Note, such nominee for all purposes will be considered the sole owner or holder
of the Notes represented by such Global Note for all purposes under the
applicable Indenture. Except as provided below, owners of beneficial interests
in the Global Note will not be entitled to have any of the Notes represented by
such Global Note registered in their names, will not receive or be entitled to
receive physical delivery of the Notes in definitive form and will not be
considered the owners or holders thereof under the applicable Indenture.
Accordingly, each person owning a beneficial interest in the Global Note must
rely on the procedures of the Depository and, if such person is not a
Participant, on the procedures of the Participant and, if applicable, the
indirect participant, through which such person owns its interest, to exercise
any rights of a holder under the applicable Indenture. Fleet understands that
under existing practice, in the event that Fleet requests any action of the
holders or a beneficial owner desires to take any action a holder is entitled to
take, the Depository would act upon the instructions of, or authorize, the
Participant to take such action.
Principal and interest payments on the Global Note registered in the name of
the Depository's nominee will be made to the Depository's nominee as the
registered owner of such Global Note. Fleet and the Trustee will treat the
person in whose name the Global Note is registered as the owner of such Global
Note for the purpose of receiving payment of principal and interest on the Notes
and for all other purposes whatsoever. None of Fleet, the Trustee, the Paying
Agent or the Security Registrar has any responsibility or liability for the
payment of principal or interest on the Registered Notes to owners of beneficial
interests in the Global Note. The Depository has advised that upon receipt of
any payment of principal or interest in respect of the Global Note, it will
immediately credit the accounts of the Participants with such payment in amounts
proportionate to their respective beneficial interests in such Global Note as
shown on the records of the Depository. Payments by Participants and indirect
participants to owners of beneficial interests in the Global Note will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of the Participants or indirect
participants.
None of Fleet, the Trustee, the Paying Agent or the Security Registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the Global
Note, of for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
The Global Note representing all but not part of the Notes being offered
hereby is exchangeable for Notes in definitive form of like tenor and terms if
(i) the Depository notifies Fleet that it is unwilling or unable to continue as
depository for such Global Note or if at any time the Depository ceases to be a
clearing agency registered under the Exchange Act, and, in either case, a
successor depository is not appointed by Fleet within 90 days of receipt by
Fleet of such notice or of Fleet becoming aware of such ineligibility, (ii)
Fleet in its discretion at any time determines not to have all of the Notes
represented by the Global Note and notifies the Trustee thereof, or (iii) an
Event of Default has occurred and is continuing with respect to the Notes. The
Global Note exchangeable pursuant to the preceding sentence shall be
exchangeable for Notes issuable in authorized denominations and registered in
such names as
S-6
<PAGE>
the Depository holding such Global Note shall direct. Subject to the foregoing,
a Global Note is not exchangeable, except for a Note or Notes of the same
aggregate denomination to be registered in the name of the depository or its
nominee or in the name of a successor or the Depository or a nominee of such
successor.
A further description of the Depository's procedures with respect to Global
Notes representing Book-Entry Notes is set forth in the Basic Prospectus under
"Description of Debt Securities--Global Securities". The Depository has
confirmed that it intends to follow such procedures.
PAYING AGENT, REGISTRAR AND TRANSFER AGENT
The initial Paying Agent, Registrar and Transfer Agent is the Trustee,
acting through its principal corporate trust offices in the City of New York.
Fleet reserves the right at any time to vary or terminate the appointment of the
Paying Agent, Registrar and the Transfer Agent and to appoint additional Paying
Agents, Registrars and Transfer Agents and to approve any change in the office
through which the Paying Agent, Registrar or Transfer Agent acts, provided that,
so long as any Notes remain outstanding, there will at all times be a Paying
Agent in the City of New York and Fleet will maintain in the City of New York
one or more offices or agencies where Notes may be presented for registration of
transfer and exchange.
OPTIONAL REDEMPTION AND OPTIONAL REPAYMENT
If set forth in the applicable Pricing Supplement, the Notes will be subject
to redemption by Fleet on and after the initial redemption date fixed at the
time of sale (the "Initial Redemption Date"). If no Initial Redemption Date is
indicated with respect to a Note, such Note will not be redeemable prior to the
stated maturity date. On and after the Initial Redemption Date with respect to
any Note, such Note will be redeemable in whole or in part in increments of
$1,000 (provided that any remaining principal amount of such Note shall be at
least $1,000) at the option of Fleet at a redemption price (the "Redemption
Price") determined in accordance with the following paragraph, together with
interest thereon payable to the date of redemption, on notice given to a holder
of a Note not less than 30 nor more than 60 days prior to the date of
redemption.
The Redemption Price for each Note subject to redemption may initially be
equal to a certain premium (the "Initial Redemption Percentage") in excess of
100% of the principal amount of such Note to be redeemed, which may decline at
each anniversary of the Initial Redemption Date with respect to such Note by a
percentage (the "Annual Redemption Percentage Reduction") of the principal
amount to be redeemed until the Redemption Price equals 100% of such principal
amount. Any Initial Redemption Percentage and Annual Redemption Percentage
Reduction with respect to each Note subject to redemption prior to the stated
maturity date will be fixed at the time of sale and set forth in the applicable
Pricing Supplement and in the applicable Note.
If set forth in the applicable Pricing Supplement, the Notes will be subject
to repayment at the option of the holders thereof in accordance with the terms
of the Notes on their respective optional repayment dates fixed at the time of
sale (each, an "Optional Repayment Date"). If no Optional Repayment Date is
indicated with respect to a Note, such Note will not be repayable at the option
of the holder thereof prior to the stated maturity date. On any Optional
Repayment Date with respect to any Note, such Note will be repayable in whole or
in part in increments of $1,000 (provided that any remaining principal amount of
such Note shall be at least $1,000) at the option of such holder at a price
equal to 100% of the principal amount to be repaid, together with interest
thereon accrued to the date of repayment, on notice to the paying Agent, given
not less than 30 nor more than 60 days prior to the Optional Repayment Date.
S-7
<PAGE>
While the Notes are represented by the Global Note and registered in the
name of the Depository or its nominee, the option for repayment may be exercised
by a Participant, on behalf of the beneficial owners of the Global Note, by
delivering a written notice to the Paying Agent at its corporate trust office
(or such other address of which Fleet shall from time to time notify the
Holders), not less than 30 nor more than 60 days prior to the date of repayment.
Notices of elections from Participants on behalf of beneficial owners of the
Global Note to exercise their option to have such Book-Entry Notes repaid must
be received by the Paying Agent by 5:00 P.M., New York City time, on the last
day for giving such notice. In order to ensure that a notice is received by the
Paying Agent on a particular day, the beneficial owner of the Global Note must
direct its Participant before such Participant's deadline for accepting
instructions for that day. Different Participants may have different deadlines
for accepting instructions from their customers. Accordingly, beneficial owners
of the Global Note should consult the Participant through which they own their
interest therein for the respective deadlines for such Participant. All notices
shall be executed by a duly authorized officer of such Participant (with
signature guaranteed) and shall be irrevocable. In addition, beneficial owners
of the Global Note shall effect delivery by causing the applicable Participant
to transfer such beneficial owner's interest in the Global Note, on the
Depository's records, to the Paying Agent. See "Book-Entry System" in this
Prospectus Supplement.
If applicable, Fleet will comply with the requirements of Rule 14a-1 under
the Securities Exchange Act of 1934, as amended, and any other securities laws
or regulations in connection with any such repayment.
Fleet may at any time purchase Notes at any price or prices in the open
market or otherwise. Notes so purchased by Fleet may be held or resold or, at
the discretion of Fleet, may be surrendered to the Trustee for cancellation.
Notwithstanding anything in this Prospectus Supplement to the contrary, if a
Note is a Discount Note, the amount payable on such Note in the event of
redemption or repayment prior to the stated maturity date shall be the Amortized
Face Amount of such Note as of the date of redemption or the date of repayment,
as the case may be. The "Amortized Face Amount" of a Discount Note shall be the
amount equal to (i) the issue price set forth in the applicable Pricing
Supplement plus (ii) that portion of the difference between the issue price and
the principal amount of such Note that has accrued at the yield to maturity
(computed in accordance with generally accepted United States bond yield
computation principles) by such date of redemption or repayment, as calculated
by the Calculation Agent (as hereinafter defined), but in no event shall the
Amortized Face Amount of an Original Issue Discount Note exceed its principal
amount.
FIXED RATE NOTES
Each Fixed Rate Note will bear interest from the Original Issue Date at the
rate per annum stated on the face thereof (which may be zero) until the
principal amount thereof is paid or duly made available for payment. Unless
otherwise provided in the applicable Pricing Supplement, interest on Fixed Rate
Notes will be computed on the basis of a 360-day year consisting of twelve
30-day months. Unless otherwise specified in the applicable Pricing Supplement,
interest on Fixed Rate Notes will be payable on the 15th day of each month
during the term of the Notes (each an "Interest Payment Date") and on the
Maturity Date. Unless otherwise provided in the applicable Pricing Supplement,
the "Regular Record Date" for Fixed Rate Notes will be the first day of each
month or if the Interest Payment Dates are other than the 15th day of the month,
the calendar day fifteen days preceding each Interest Payment Date whether or
not such day is a Business Day (as hereinafter defined). If any Interest Payment
Date or the Maturity Date on a Fixed Rate Note falls on a day that is not a
Business Day, the payment shall be made on the next succeeding day that is a
Business Day as if it were made on the date such payment was due and no
additional interest will accrue on the amount so payable for the period from and
after such Interest Payment Date or the Maturity Date, as the case may be.
Interest
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payments will be in the amount of interest accrued from and including the next
preceding Interest Payment Date in respect of which interest has been paid or
duly provided for (or from and including the Original Issue Date if no interest
has been paid or duly provided for with respect to such Note) to but excluding
the Interest Payment Date or the Maturity Date, as the case may be.
FLOATING RATE NOTES
Each Floating Rate Note will bear interest from the Original Issue Date at
the interest rate index or formula which will be set forth in the applicable
Pricing Supplement until the principal amount thereof is paid or duly made
available for payment. The interest rate on each Floating Rate Note will be
calculated by reference to the specified interest rate index or formula plus or
minus the Spread and/or multiplied by the Spread Multiplier, if any. The
interest rate index or formula will be based upon the Index Maturity (as
hereinafter defined) and adjusted by a Spread and/or Spread Multiplier, if any,
as specified in the applicable Pricing Supplement. The "Spread" is the number of
basis points above or below the interest rate applicable to such Floating Rate
Note, and the "Spread Multiplier" is the percentage applicable to the interest
rate for such Floating Rate Note. The "Index Maturity" is the period to maturity
of the instrument or obligation with respect to which the interest rate index or
formula is calculated. The Spread, Spread Multiplier, Index Maturity and other
variable terms of the Floating Rate Notes are subject to change by Fleet from
time to time, but no such change will affect any Floating Rate Note theretofore
issued or as to which an offer to purchase has been accepted by Fleet.
The applicable Pricing Supplement will specify for each Floating Rate Note
the following terms: Original Issue Date, the interest rate index or formula,
Initial Interest Rate (as hereinafter defined), Initial Interest Rate Reset
Date, Interest Payment Dates, Index Maturity, Maturity Date, Maximum Interest
Rate (as hereinafter defined) and/or Minimum Interest Rate (as hereinafter
defined), if any, Spread and/or Spread Multiplier, if any, Initial Redemption
Date, if any, Initial Redemption Percentage, if any, Annual Redemption
Percentage Reduction, if any, defeasance provisions, if any, and Optional
Repayment Dates, if any. Unless otherwise specified in the applicable Pricing
Supplement, the "Regular Record Date" for Floating Rate Notes with respect to
any Interest Payment Date will be the fifteenth calendar day, whether or not
such day is a Business Day, prior to such Interest Payment Date.
The rate of interest on each Floating Rate Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each, an "Interest Rate Reset
Date"), as specified in the applicable Pricing Supplement. If any Interest Rate
Reset Date for any Floating Rate Note would be a day that is not a Business Day,
such Interest Rate Reset Date will be postponed to the next succeeding day that
is a Business Day. Unless otherwise specified in the applicable Pricing
Supplement, "Business Day" means any day other than a Saturday, Sunday, legal
holiday or other day on which banking institutions in The City of New York are
authorized or required by law, regulation or executive order to close.
A Floating Rate Note may also have either or both of the following: (i) a
maximum limit, or ceiling (the "Maximum Interest Rate"), on the rate of interest
that may accrue during any period; and (ii) a minimum limit, or floor (the
"Minimum Interest Rate"), on the rate of interest which may accrue during any
period. Notwithstanding any Maximum Interest Rate which may be applicable to any
Floating Rate Note pursuant to the above provisions, the interest rate on
Floating Rate Notes will in no event be higher than the maximum rate permitted
by New York law as the same may be modified by United States law of general
application. Under present New York law, the maximum rate of interest, subject
to certain exceptions, for any loan in an amount less than $250,000 is 16%, and
for any loan in the amount of $250,000 or more but less than $2,500,000 is 25%,
per annum on a simple interest basis. These limits do not apply to loans of
$2,500,000 or more.
Unless otherwise indicated in the applicable Pricing Supplement, the
interest rate in effect with respect to a Floating Rate Note during the period
commencing on an Interest Rate Reset Date will be
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the rate determined on the second Business Day preceding such Interest Rate
Reset Date (the "Interest Determination Date").
Unless otherwise indicated in the applicable Pricing Supplement, the
interest rate in effect with respect to a Floating Rate Note on each day that is
not an Interest Rate Reset Date will be the interest rate determined as of the
Interest Determination Date pertaining to the immediately preceding Interest
Rate Reset Date, and the interest rate in effect on any day that is an Interest
Rate Reset Date will be the interest rate determined as of the Interest
Determination Date pertaining to such Interest Rate Reset Date, subject in
either case to any Maximum or Minimum Interest Rate limitation referred to
above; provided, however, that the interest rate in effect with respect to a
Floating Rate Note for the period from the Original Issue Date to the Initial
Interest Rate Reset Date (the "Initial Interest Rate") will be specified in the
applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, interest
payments will be the amount of interest accrued from and including the next
preceding Interest Payment Date in respect of which interest has been paid or
duly provided for (or from and including the Original Issue Date if no interest
has been paid or duly provided for with respect to such Note) to but excluding
the Interest Payment Date or the Maturity Date, as the case may be.
Unless otherwise indicated in the applicable Pricing Supplement, if any
Interest Payment Date for any Floating Rate Note (other than an Interest Payment
Date that occurs on the Maturity Date) would otherwise fall on a day that is not
a Business Day with respect to such Note, such Interest Payment Date shall be
the next succeeding day that is a Business Day. If the Maturity Date of any
Floating Rate Note shall fall on a day that is not a Business Day with respect
to such Note, the payment of interest, principal or premium (if any) due on such
date shall be made on the next succeeding day that is a Business Day and no
additional interest on such amounts shall accrue from the Maturity Date to and
including the date on which any such payment is required to be made.
Unless otherwise indicated in the applicable Pricing Supplement, the Trustee
will be the Calculation Agent. Upon the request of the holder of a Floating Rate
Note, the Calculation Agent will provide the interest rate then in effect and,
if determined, the interest rate that will become effective as a result of a
determination made for the next Interest Rate Reset Date with respect to such
Floating Rate Note. The Calculation Agent will also make certain calculations,
specified below, on or prior to the "Calculation Date." Unless otherwise
specified in the applicable Pricing Supplement, the "Calculation Date," where
applicable, pertaining to any Interest Determination Date will be the earlier of
(i) the tenth calendar day after such Interest Determination Date or, if any
such day is not a Business Day, the next succeeding Business Day, or (ii) the
Business Day next preceding the applicable Interest Payment Date or Maturity
Date, as the case may be.
Unless otherwise indicated in the applicable Pricing Supplement, accrued
interest on any Floating Rate Note will be determined by multiplying the face
amount of such Floating Rate Note by an accrued interest factor. Such accrued
interest factor will be computed by adding the interest factor calculated for
each day from and including the Original Issue Date, or from but excluding the
last date to which interest has been paid, as the case may be, to and including
the date for which accrued interest is being calculated. Unless otherwise
indicated in the applicable Pricing Supplement, the interest factor for each
such day will be computed by dividing the interest rate applicable to such day
by 360.
Unless otherwise indicated in the applicable Pricing Supplement, all
percentages resulting from any calculation of the rate of interest on Floating
Rate Notes will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, with five one-millionths of a percentage point rounded
upward (e.g., 9.876545% (or .09876545) will be rounded upward to 9.87655% (or
.0987655)), and to the nearest cent (with one-half cent being rounded upward).
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GOVERNING LAW
The Indentures and the Notes will be governed by, and construed in
accordance with, the laws of the State of New York.
OTHER PROVISIONS AND ADDENDA
Any provisions with respect to the Notes may be modified as specified under
"Other Provisions" on the face of such Note or in an Addendum relating thereto,
if so specified on the face of such Note and in the applicable Pricing
Supplement.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
GENERAL
The following summary of certain United States Federal income tax
consequences of the purchase, ownership and disposition of the Notes is based
upon laws, regulations, rulings and decisions now in effect, all of which are
subject to change (including changes in effective dates) or possible differing
interpretations. It deals only with Notes held as capital assets and does not
purport to deal with persons in special tax situations, such as financial
institutions, insurance companies, regulated investment companies, dealers in
securities or currencies, persons holding Notes as a hedge against currency
risks or as a position in a "straddle" for tax purposes, or persons whose
functional currency is not the United States dollar. It also does not deal with
holders other than original purchasers (except where otherwise specifically
noted). Persons considering the purchase of the Notes should consult their own
tax advisors concerning the application of United States Federal income tax laws
to their particular situations as well as any consequences of the purchase,
ownership and disposition of the Notes arising under the laws of any other
taxing jurisdiction.
As used herein, the term "U.S. Holder" means a beneficial owner of a Note
that is for United States Federal income tax purposes (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof, (iii) an estate or trust the income of which is subject to
United States Federal income taxation regardless of its source, or (iv) any
other person whose income or gain in respect of a Note is effectively connected
with the conduct of a United States trade or business. As used herein, the term
"non-U.S. Holder" means a holder of a Note that is not a U.S. Holder.
U.S. HOLDERS
Payments of Interest. Payments of interest on a Note generally will be
taxable to a U.S. Holder as ordinary interest income at the time such payments
are accrued or are received (in accordance with the U.S. Holder's regular method
of tax accounting).
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Original Issue Discount. The following summary is a general discussion of
the United States Federal income tax consequences to U.S. Holders of the
purchase, ownership and disposition of Discount Notes. The following summary is
based upon final Treasury regulations (the "OID Regulations") issued by the
Internal Revenue Service ("IRS") on January 27, 1994 under the original issue
discount provisions of the Internal Revenue Code of 1986, as amended (the
"Code"). The OID Regulations, which replaced certain proposed original issue
discount regulations that were issued on December 21, 1992, generally apply to
debt instruments issued on or after April 4, 1994. In addition, taxpayers may
rely on the OID Regulations for debt instruments issued after December 21, 1992.
For United States Federal income tax purposes, original issue discount is
the excess of the stated redemption price at maturity of a Note over its issue
price, if such excess equals or exceeds a de minimis amount (generally 1/4 of 1%
of the Note's stated redemption price at maturity multiplied by the number of
complete years to its maturity from its issue date). The issue price of an issue
of Notes equals the first price at which a substantial amount of such Notes has
been sold other than to underwriters, placement agents or wholesalers. The
stated redemption price at maturity of a Note is the sum of all payments
provided by the Note other than "qualified stated interest" payments. The term
"qualified stated interest" generally means stated interest that is
unconditionally payable in cash or property (other than debt instruments of the
issuer) at least annually at a single fixed rate or at certain floating rates.
In addition, under the OID Regulations, if a Note bears interest for one or more
accrual periods at a rate below the rate applicable for the remaining term of
such Note (e.g., Notes with teaser rates or interest holidays), and if the
greater of either the resulting foregone interest on such Note or any "true"
discount on such Note (i.e., the excess of the Note's stated principal amount
over its issue price) equals or exceeds a specified de minimis amount, then the
stated interest on the Note would be treated as original issue discount rather
than qualified stated interest.
Payments of qualified stated interest on a Note are taxable to a U.S. Holder
as ordinary interest income at the time such payments are accrued or are
received (in accordance with the U.S. Holder's regular method of tax
accounting). A U.S. Holder of a Discount Note must include original issue
discount in income as ordinary interest for United States Federal income tax
purposes as it accrues under a constant yield method in advance of receipt of
the cash payments attributable to such income, regardless of such U.S. Holder's
regular method of tax accounting. In general, the amount of original issue
discount included in income by the initial U.S. Holder of a Discount Note is the
sum of the daily portions of original issue discount with respect to such
Discount Note for each day during the taxable year (or portion of the taxable
year) on which such U.S. Holder held such Discount Note. The "daily portion" of
original issue discount on any Discount Note is determined by allocating to each
day in any accrual period a ratable portion of the original issue discount
allocable to that accrual period. An "accrual period" may be of any length and
the accrual periods may vary in length over the term of the Discount Note,
provided that each accrual period is no longer than one year and each scheduled
payment of principal or interest occurs either on the final day of an accrual
period or on the first day of an accrual period. The amount of original issue
discount allocable to each accrual period is generally equal to the difference
between (i) the product of the Discount Note's adjusted issue price at the
beginning of such accrual period and its yield to maturity (determined on the
basis of compounding at the close of each accrual period and appropriately
adjusted to take into account the length of the particular accrual period) and
(ii) the amount of any qualified stated interest payments allocable to such
accrual period. The "adjusted issue price" of a Discount Note at the beginning
of any accrual period is the sum of the issue price of the Discount Note plus
the amount of original issue discount allocable to all prior accrual periods
minus the amount of any prior payments on the Discount Note that were not
qualified stated interest payments. Under these rules, U.S. Holders generally
will have to include in income increasingly greater amounts of original issue
discount in successive accrual periods.
If a portion of the initial purchase price of a Note is attributable to
interest that accrued prior to the Note's issue date, the first stated interest
payment on the Note is to be made within one year of the Note's issue date and
such payment will equal or exceed the amount of pre-issuance accrued interest,
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then the issue price will be decreased by the amount of pre-issuance accrued
interest, in which case a portion of the first stated interest payment will be
treated as a return of the excluded pre-issuance accrued interest and not as an
amount payable on the Note.
The OID Regulations contain certain special rules that generally allow any
reasonable method to be used in determining the amount of OID allocable to a
short initial accrual period (if all other accrual periods are of equal length)
and require that the amount of OID allocable to the final accrual period equal
the excess of the amount payable at the maturity of the Discount Note (other
than any payment of qualified stated interest) over the Discount Note's adjusted
issue price as of the beginning of such final accrual period. In addition, if an
interval between payments of qualified stated interest on a Discount Note
contains more than one accrual period, then the amount of qualified stated
interest payable at the end of such interval is allocated pro rata (on the basis
of their relative lengths) between the accrual periods contained in the
interval.
A U.S. Holder who purchases a Discount Note for an amount that is greater
than its adjusted issue price as of the purchase date and less than or equal to
its stated redemption price at maturity will be considered to have purchased the
Discount Notes at an "acquisition premium." Under the acquisition premium rules,
the amount of original issue discount which such U.S. Holder must include in its
gross income with respect to such Discount Note for any taxable year (or portion
thereof in which the U.S. Holder holds the Discount Note) will be reduced (but
not below zero) by the portion of the acquisition premium properly allocable to
the period.
Under the OID Regulations, Floating Rate Notes ("Variable Notes") are
subject to special rules whereby a Variable Note will qualify as a "variable
rate debt instrument" if (a) its issue price does not exceed the total
noncontingent principal payments due under the Variable Note by more than a
specified de minimis amount and (b) it provides for stated interest, paid or
compounded at least annually, at current values of (i) one or more qualified
floating rates, (ii) a single fixed rate and one or more qualified floating
rates, (iii) a single objective rate, or (iv) a single fixed rate and single
objective rate that is a qualified inverse floating rate.
A "qualified floating rate" is any variable rate where variations in the
value of such rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the
Variable Note is denominated. Although a multiple of a qualified floating rate
will generally not itself constitute a qualified floating rate, a variable rate
equal to the product of a qualified floating rate and a fixed multiple that is
greater than zero but not more than 1.35 will constitute a qualified floating
rate. A variable rate equal to the product of a qualified floating rate and a
fixed multiple that is greater than zero but not more than 1.35, increased or
decreased by a fixed rate, will also constitute a qualified floating rate. In
addition, under the OID Regulations, two or more qualified floating rates that
can reasonably be expected to have approximately the same values throughout the
term of the Variable Note (e.g., two or more qualified floating rates with
values within 25 basis points of each other as determined on the Variable Note's
issue date) will be treated as a single qualified floating rate. Notwithstanding
the foregoing, a variable rate that would otherwise constitute a qualified
floating rate but which is subject to one or more restrictions such as a maximum
numerical limitation (i.e., a cap) or a minimum numerical limitation (i.e., a
floor) may, under certain circumstances, fail to be treated as a qualified
floating rate under the OID Regulations. An "objective rate" is a rate that is
not itself a qualified floating rate but which is determined using a single
fixed formula and which is based upon (i) one or more qualified floating rates,
(ii) one or more rates where each rate would be a qualified floating rate for a
debt instrument denominated in a currency other than the currency in which the
Variable Note is denominated, (iii) either the yield or changes in the price of
one or more items of actively traded personal property or (iv) a combination of
objective rates. The OID Regulations also provide that other variable interest
rates may be treated as objective rates if so designated by the IRS in the
future. Despite the foregoing, a variable rate of interest on a Variable Note
will not constitute an objective rate if it is reasonably expected that the
average value of such rate during the
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first half of the Variable Note's term will be either significantly less than or
significantly greater than the average value of the rate during the final half
of the Variable Note's term. A "qualified inverse floating rate" is any
objective rate where such rate is equal to a fixed rate minus a qualified
floating rate, as long as variations in the rate can reasonably be expected to
inversely reflect contemporaneous variations in the cost of newly borrowed
funds. The OID Regulations also provide that if a Variable Note provides for
stated interest at a fixed rate for an initial period of less than one year
followed by a variable rate that is either a qualified floating rate or an
objective rate and if the variable rate on the Variable Note's issue date is
intended to approximate the fixed rate (e.g., the value of the variable rate on
the issue date does not differ from the value of the fixed rate by more than 25
basis points), then the fixed rate and the variable rate together will
constitute either a single qualified floating rate or objective rate, as the
case may be.
If a Variable Note that provides for stated interest at either a single
qualified floating rate or a single objective rate throughout the term thereof
qualifies as a "variable rate debt instrument" under the OID Regulations, then
any stated interest on such Note which is unconditionally payable in cash or
property (other than debt instruments of the issuer) at least annually will
constitute qualified stated interest and will be taxed accordingly. Thus, a
Variable Note that provides for stated interest at either a single qualified
floating rate or a single objective rate throughout the term thereof and that
qualifies as a "variable rate debt instrument" under the OID Regulations will
generally not be treated as having been issued with original issue discount
unless the Variable Note is issued at a "true" discount (i.e., at a price below
the Note's stated principal amount) in excess of a specified de minimis amount.
Original issue discount on such a Variable Note arising from "true" discount is
allocated to an accrual period using the constant yield method described above.
In general, any other Variable Note that qualifies as a "variable rate debt
instrument" will be converted into an "equivalent" fixed rate debt instrument
for purposes of determining the amount and accrual of original issue discount
and qualified stated interest on the Variable Note. The OID Regulations
generally require that such a Variable Note be converted into an "equivalent"
fixed rate debt instrument by substituting any qualified floating rate or
qualified inverse floating rate provided for under the terms of the Variable
Note with a fixed rate equal to the value of the qualified floating rate or
qualified floating rate, as the case may be, as of the Variable Note's issue
date. Any objective rate (other than a qualified inverse floating rate) provided
for under the terms of the Variable Note is converted into a fixed rate that
reflects the yield that is reasonably expected for the Variable Note. In the
case of a Variable Note that qualifies as a "variable rate debt instrument" and
provides for stated interest at a fixed rate in addition to either one or more
qualified floating rates or a qualified inverse floating rate, the fixed rate is
initially converted into a qualified floating rate (or a qualified inverse
floating rate, if the Variable Note provides for a qualified inverse floating
rate). Under such circumstances, the qualified floating rate or qualified
inverse floating rate that replaces the fixed rate must be such that the fair
market value of the Variable Note as of the Variable Note's issue date is
approximately the same as the fair market value of an otherwise identical debt
instrument that provides for either the qualified floating rate or qualified
inverse floating rate rather than the fixed rate. Subsequent to converting the
fixed rate into either a qualified floating rate or a qualified inverse floating
rate, the Variable Note is then converted into an "equivalent" fixed rate debt
instrument in the manner described above.
Once the Variable Note is converted into an "equivalent" fixed rate debt
instrument pursuant to the foregoing rules, the amount of original issue
discount and qualified stated interest, if any, are determined for the
"equivalent" fixed rate debt instrument by applying the general original issue
discount rules to the "equivalent" fixed rate debt instrument and a U.S. Holder
of the Variable Note will account for such original issue discount and qualified
stated interest as if the U.S. Holder held the "equivalent" fixed rate debt
instrument. Each accrual period appropriate adjustments will be made to the
amount of qualified stated interest or original issue discount assumed to have
been accrued or paid with respect to the "equivalent" fixed rate debt instrument
in the event that such amounts differ from the actual amount of interest accrued
or paid on the Variable Note during the accrual period.
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If a Variable Note does not qualify as a "variable rate debt instrument"
under the OID Regulations, then the Variable Note would be treated as a
contingent payment debt obligation. It is not entirely clear under current law
how a Variable Note would be taxed if such Variable Note were treated as a
contingent payment debt obligation. The proper United States Federal income tax
treatment of Variable Notes that are treated as contingent payment debt
obligations will be more fully described in the applicable Pricing Supplement.
Certain of the Notes (i) may be redeemable at the option of Fleet prior to
their stated maturity (a "call option") and/or (ii) may be repayable at the
option of the holder prior to their stated maturity (a "put option"). Notes
containing such features may be subject to rules that differ from the general
rules discussed above. Investors intending to purchase Notes with such features
should consult their own tax advisors, since the original issue discount
consequences will depend, in part, on the particular terms and features of the
purchased Notes.
U.S. Holders may generally, upon election, include in income all interest
(including stated interest, acquisition discount, original issue discount, de
minimis original issue discount, market discount, de minimis market discount,
and unstated interest, as adjusted by any amortizable bond premium or
acquisition premium) that accrues on a debt instrument by using the constant
yield method applicable to original issue discount, subject to certain
limitations and exceptions. This election is only available for debt instruments
issued on or after April 4, 1994. In applying the constant yield method to a
Note with respect to which this election has been made, the issue price of the
Note will equal the electing U.S. Holder's adjusted basis in the Note
immediately after its acquisition, the issue date of the Note will be the date
of its acquisition by the electing U.S. Holder, and no payments on the Note will
be treated as payments of qualified stated interest. This election is generally
applicable only to the Note with respect to which it is made and may not be
revoked without the consent of the IRS. If this election is made with respect to
a Note with amortizable bond premium, the electing U.S. Holder will be deemed to
have elected to apply amortizable bond premium against interest with respect to
all debt instruments with amortizable bond premium (other than debt instruments
the interest on which is excludible from gross income) held by such electing
U.S. Holder as of the beginning of the taxable year in which the election is
made or any debt instruments acquired thereafter. The deemed election with
respect to amortizable bond premium may not be revoked without the consent of
the IRS.
If the election described above to apply the constant yield method to all
interest on a Note is made with respect to a Market Discount Note, as defined
above, then the electing U.S. Holder will be treated as having made the election
discussed above under "Notes Purchased at a Market Discount" to include market
discount in income currently over the life of all debt instruments held or
thereafter acquired by such U.S. Holder.
Short-Term Notes. Notes that have a fixed maturity of one year or less
("Short-Term Notes") will be treated as having been issued with original issue
discount. In general, an individual or other cash method U.S. Holder is not
required to accrue such original issue discount unless the U.S. Holder elects to
do so. If such an election is not made, any gain recognized by the U.S. Holder
on the sale, exchange or maturity of the Short-Term Note will be ordinary income
to the extent of the original issue discount accrued on a straight-line basis,
or upon election under the constant yield method (based on daily compounding),
through the date of sale or maturity, and a portion of the deductions otherwise
allowable to the U.S. Holder for interest on borrowings allocable to the
Short-Term Note will be deferred until a corresponding amount of income is
realized. U.S. Holders who report income for United States Federal income tax
purposes under the accrual method, and certain other holders including banks and
dealers in securities, are required to accrue original issue discount on a
Short-Term Note on a straight-line basis unless an election is made to accrue
the original issue discount under a constant yield method (based on daily
compounding).
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Any U.S. Holder of a Short-Term Note can elect to apply the rules in the
preceding paragraph taking into account the amount of "acquisition discount", if
any, with respect to the Short-Term Note (rather than the OID with respect to
such Short-Term Note). Acquisition discount is the excess of the stated
redemption price at maturity of the Short-Term Note over the U.S. Holder's
purchase price therefor. Acquisition discount will be treated as accruing on a
ratable basis or, at the election of the U.S. Holder, on a constant-yield basis.
For purposes of determining the amount of OID subject to these rules, the
OID Regulations provide that no interest payments on a Short-Term Note are
qualified stated interest, but instead such interest payments are included in
the Short-Term Note's stated redemption price at maturity.
Market Discount. If a U.S. Holder purchases a Note, other than a Discount
Note, for an amount that is less than its issue price (or, in the case of a
subsequent purchaser, its stated redemption price at maturity) or, in the case
of a Discount Note, for an amount that is less than its adjusted issue price as
of the purchase date, the amount of the difference will be treated as "market
discount," unless such difference is less than a specified de minimis amount.
The market discount rules do not apply to Short-Term Notes.
Under the market discount rules, a U.S. Holder will be required to treat any
partial principal payment (or, in the case of a Discount Note, any payment that
does not constitute qualified stated interest) on, or any gain realized on the
sale, exchange, retirement or other disposition of, a Note as ordinary income to
the extent of the lesser of (i) the amount of such payment or realized gain or
(ii) the market discount which has not previously been included in income and is
treated as having accrued on such Note at the time of such payment or
disposition. Market discount will be considered to accrue ratably during the
period from the date of acquisition to the maturity date of the Note, unless the
U.S. Holder elects to accrue market discount on the basis of semiannual
compounding. Such an election is applicable only to the Market Discount Note
with respect to which it is made and is irrevocable.
A U.S. Holder may be required to defer the deduction of all or a portion of
the interest paid or accrued on any indebtedness incurred or maintained to
purchase or carry a Note with market discount until the maturity of the Note or
its earlier disposition in a taxable transaction, because a current deduction is
only allowed to the extent the interest expense exceeds an allocable portion of
market discount. A U.S. Holder may elect to include market discount in income
currently as it accrues (on either a ratable or semiannual compounding basis),
in which case the rules described above regarding the treatment as ordinary
income of gain upon the disposition of the Note and upon the receipt of certain
cash payments and regarding the deferral of interest deductions will not apply.
Generally, such currently included market discount is treated as ordinary
interest for United States Federal income tax purposes. Such an election applies
to all debt instruments with market discount acquired by the electing U.S.
Holder on or after the first day of the first taxable year to which the election
applies and may not be revoked without the consent of the IRS.
Premium. If a U.S. Holder purchases a Note for an amount that is greater
than its stated redemption price at maturity, such U.S. Holder will be
considered to have purchased the Note with "amortizable bond premium" equal in
amount to such excess. A U.S. Holder may elect to amortize such premium using a
constant yield method over the remaining term of the Note and may offset
interest otherwise required to be included in respect of the Note during any
taxable year by the amortized amount of such excess for the taxable year.
However, if the Note may be optionally redeemed after the U.S. Holder acquires
it at a price in excess of its stated redemption price at maturity, special
rules would apply which could result in a deferral of the amortization of some
bond premium until later in the term of the Note. Any election to amortize bond
premium is applicable to all bonds (other than bonds the interest on which is
excludible from gross income) held by the U.S. Holder at the beginning of the
first taxable year to which the election applies or thereafter acquired by the
U.S. Holder, and may
S-16
<PAGE>
not be revoked without the consent of the IRS. See also "Original Issue
Discount--Election to Treat All Interest as Original Issue Discount".
Disposition of a Note. Except as discussed above, upon the sale, exchange or
retirement of a Note, a U.S. Holder generally will recognize taxable gain or
loss equal to the difference between the amount realized on the sale, exchange
or retirement and such U.S. Holder's adjusted tax basis in the Note. A U.S.
Holder's adjusted tax basis in a Note generally will equal such U.S. Holder's
initial investment in the Note increased by any original issue discount included
in income (and accrued market discount (or acquisition discount, in the case of
a Short-Term Note), if any, if the U.S. Holder has included such market discount
in income) and decreased by the amount of any payments, other than qualified
stated interest payments, received and amortizable bond premium taken with
respect to such Note. Such gain or loss generally will be long-term capital gain
or loss if the Note were held for more than one year.
NON-U.S. HOLDERS
A non-U.S. Holder will not be subject to United States Federal income taxes
on payments of principal, premium (if any) or interest (including original issue
discount, if any) on a Note, unless such non-U.S. Holder is a direct or indirect
10% or greater shareholder of Fleet, a controlled foreign corporation related to
Fleet or a bank receiving interest described in section 881(c)(3)(A) of the
Code. To qualify for the exemption from taxation, the last United States payor
in the chain of payment prior to payment to a non-U.S. Holder (the "Withholding
Agent") must have received in the year in which a payment of interest or
principal occurs, or in either of the two preceding calendar years, a statement
that (i) is signed by the beneficial owner of the Note under penalties of
perjury, (ii) certifies that such owner is not a U.S. Holder, and (iii) provides
the name and address of the beneficial owner. The statement may be made on an
IRS Form W-8 or a substantially similar form, and the beneficial owner must
inform the Withholding Agent of any change in the information on the statement
within 30 days of such change. If a Note is held through a securities clearing
organization or certain other financial institutions, the organization or
institution may provide a signed statement to the Withholding Agent. However, in
such case, the signed statement must be accompanied by a copy of the IRS Form
W-8 or the substitute form provided by the beneficial owner to the organization
or institution. The Treasury Department is considering implementation of further
certification requirements aimed at determining whether the issuer of a debt
obligation is related to holders thereof.
If a non-U.S. Holder is engaged in a trade or business in the United States
and interest (including OID) on the Note is effectively connected with the
conduct of such trade or business, the non-U.S. Holder, although exempt from the
withholding tax discussed in the preceding paragraph (provided that such holder
furnishes a properly executed IRS Form 4224 on or before any payment date to
claim such exemption), may be subject to U.S. Federal income tax on such
interest (or OID) in the same manner as if it were a U.S. Holder. In addition,
if the non-U.S. Holder is a foreign corporation, it may be subject to a branch
profits tax equal to 30% of its effectively connected earnings and profits for
the taxable year, subject to certain adjustments. For purposes of the branch
profits tax, interest (including OID) on a Note will be included in the earnings
and profits of such holder if such interest (or OID) is effectively connected
with the conduct by such holder of a trade or business in the United States. In
lieu of the certificate described in the preceding paragraph, such a holder must
provide the payor with a properly executed IRS Form 4224 to claim an exemption
from U.S. Federal withholding tax.
Any capital gain, market discount or exchange gain realized on the sale,
exchange, retirement or other disposition of a Note by a non-U.S. Holder will
not be subject to U.S. Federal income or withholding taxes if (i) such gain is
not effectively connected with a U.S. trade or business of the non-U.S. Holder
and (ii) in the case of an individual, such non-U.S. Holder (A) is not present
in the United States for 183 days or more in the taxable year of the sale,
exchange, retirement or other disposition or (B) does not have a tax home (as
defined in Section 911(d)(3) of the Code) in the United States in the
S-17
<PAGE>
taxable year of the sale, exchange, retirement or other disposition and the gain
is not attributable to an office or other fixed place of business maintained by
such individual in the United States.
PURCHASERS OF NOTES THAT ARE NON-U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE POSSIBLE APPLICABILITY OF UNITED STATES WITHHOLDING
AND OTHER TAXES UPON INCOME REALIZED IN RESPECT OF THE NOTES.
The Notes will not be includible in the estate of a non-U.S. Holder unless
the individual is a direct or indirect 10% or greater shareholder of Fleet or,
at the time of such individual's death, payments in respect of the Notes would
have been effectively connected with the conduct by such individual of a trade
or business in the United States.
BACKUP WITHHOLDING
Backup withholding of United States Federal income tax at a rate of 31% may
apply to payments made in respect of the Notes to registered owners who are not
"exempt recipients" and who fail to provide certain identifying information
(such as the registered owner's taxpayer identification number) in the required
manner. Generally, individuals are not exempt recipients, whereas corporations
and certain other entities generally are exempt recipients. Payments made in
respect of the Notes to a U.S. Holder must be reported to the IRS, unless the
U.S. Holder is an exempt recipient or establishes an exemption. Compliance with
the identification procedures described in the preceding section would establish
an exemption from backup withholding for those non-U.S. Holders who are not
exempt recipients.
In addition, upon the sale of a Note to (or through) a broker, the broker
must withhold 31% of the entire purchase price, unless either (i) the broker
determines that the seller is a corporation or other exempt recipient or (ii)
the seller provides, in the required manner, certain identifying information
and, in the case of a non-U.S. Holder, certifies that such seller is a non-U.S.
Holder (and certain other conditions are met). Such a sale must also be reported
by the broker to the IRS, unless either (i) the broker determines that the
seller is an exempt recipient or (ii) the seller certifies its non-U.S. status
(and certain other conditions are met). Certification of the registered owner's
non-U.S. status would be made normally on an IRS Form W-8 under penalties of
perjury, although in certain cases it may be possible to submit other
documentary evidence.
Payment of the proceeds from the sale of a Note to or through a foreign
office of a broker will not be subject to information reporting or backup
withholding, except that if the broker is a United States person, a controlled
foreign corporation for United States tax purposes or a foreign person 50
percent or more of whose gross income from all sources for the three-year period
ending with the close of its taxable year preceding the payment was effectively
connected with a U.S. trade or business, information reporting may apply to such
payments. Payment of the proceeds from a sale of a Note to or through the U.S.
office of a broker is subject to information reporting and backup withholding
unless the holder or beneficial owner certifies as to its taxpayer
identification number or otherwise establishes an exemption from information
reporting and backup withholding.
Any amounts withheld under the backup withholding rules from a payment to a
beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States Federal income tax provided the required
information is furnished to the IRS.
S-18
<PAGE>
PLAN OF DISTRIBUTION OF RETAIL MEDIUM-TERM NOTES
The Notes are being offered on a continuous basis for sale by Fleet through
Smith Barney Inc. (the "Agent"). If agreed to by Fleet and the Agent, the Agent
may utilize its best efforts on an agency basis to solicit offers to purchase
the Notes at 100% of the principal amount thereof, unless otherwise specified in
an applicable Pricing Supplement. Fleet will pay the Agent a commission which,
depending on the maturity of the Notes, will range from .20% to 3.00% of the
principal amount of any Note sold through the Agent. Commissions and discounts
with respect to Notes with maturities in excess of 30 years will be negotiated
between Fleet and the Agent at the time of such sale. Fleet may also sell Notes
directly to investors and other purchasers on its own behalf in those
jurisdictions where it is authorized to do so.
In addition, the Agent may offer the Notes it has purchased as principal to
other dealers for resale to investors, and may allow any portion of the discount
received in connection with such purchases from Fleet to such dealers. After the
initial public offering of Notes to be resold to investors and other purchasers,
the public offering price (in case of Notes to be resold on a fixed public
offering price basis), concession and discount may be changed.
Fleet reserves the right to withdraw, cancel or modify any offer to sell
Notes without notice and may reject orders in whole or in part whether placed
directly with Fleet or through the Agent. The Agent will have the right, in its
discretion reasonably exercised, to reject, in whole or in part, any offer to
purchase Notes received by it on an agency basis.
Unless otherwise provided in a Pricing Supplement, payment of the purchase
price of the Notes will be required to be made in immediately available funds in
The City of New York on the date of settlement.
The Agent, whether acting as agent or principal, may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). Fleet has agreed to indemnify the Agent against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the Agent may be required to make in respect thereof. The Agent
may engage in transactions with, or perform services for, Fleet in the ordinary
course of business.
The Agent may from time to time purchase and sell Notes in the secondary
market, but it is not obligated to do so, and there can be no assurance that
there will be a secondary market for the Notes or liquidity in the secondary
market if one develops. From time to time, the Agent may make a market in the
Notes, but the Agent is not obligated to do so and may discontinue any
market-making at any time.
In addition to Notes being offered through the Agent as described herein,
other series of notes (including other series of Medium-Term Notes) that may
have terms identical or similar to the terms of the Notes may be concurrently
offered by Fleet on a continuous basis both inside and outside the United States
pursuant to one or more separate distribution agreements with the Agent or other
agents. Pursuant to such agreements, such agents may also purchase notes as
principal for their own account or for resale, and Fleet may make direct sales
of notes on its own behalf. Any notes so offered and sold in excess of certain
amounts will reduce correspondingly the maximum aggregate principal amount of
Notes that may be offered by this Prospectus Supplement and the accompanying
Prospectus.
S-19
<PAGE>
- ---------------------------------------- -----------------------------------
- ---------------------------------------- -----------------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON $300,000,000
HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS SUPPLEMENT, ANY FLEET FINANCIAL
PRICING SUPPLEMENT OR THE BASIC GROUP, INC.
PROSPECTUS IN CONNECTION WITH THE OFFER RETAIL MEDIUM-TERM
MADE BY THIS PROSPECTUS SUPPLEMENT, NOTESM SECURITIES,
ANY PRICING SUPPLEMENT AND THE BASIC
PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT SENIOR RETAIL MEDIUM-
BE RELIED UPON AS HAVING BEEN AUTHORIZED TERM NOTES, SERIES J
BY FLEET OR BY THE AGENTS. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT, SUBORDINATED RETAIL
ANY PRICING SUPPLEMENT AND THE BASIC MEDIUM-TERM NOTES,
PROSPECTUS NOR ANY SALE MADE HEREUNDER SERIES K
AND RETAIL MEDIUM-TERM THEREUNDER SHALL
UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO DUE NINE MONTHS OR MORE FROM
CHANGE IN THE AFFAIRS OF FLEET SINCE THE DATE OF ISSUE
DATE HEREOF OR THEREOF. THIS PROSPECTUS
SUPPLEMENT, ANY PRICING SUPPLEMENT AND
THE BASIC PROSPECTUS DO NOT CONSTITUTE
AN OFFER OR SOLICITATION BY ANYONE IN
ANY STATE IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO
OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
---------------------
TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
Fleet Financial Group, Inc. ..... S-3
Description of Retail
Medium-Term Notes.............. S-3
Governing Law.................... S-11
Other Provisions and Addenda..... S-11
Certain United States Federal
Income Tax Consequences........ S-11
Plan of Distribution of Retail
Medium-Term Notes.............. S-19 [LOGO]
PROSPECTUS SMITH BARNEY INC.
Available Information............ 2 PROSPECTUS SUPPLEMENT
Incorporation of Certain
Documents by Reference......... 2 DATED , 1996
Fleet Financial Group, Inc....... 3 SMSERVICEMARK OF SMITH BARNEY INC.
Consolidated Ratios of
Earnings to Fixed Charges...... 7
Use of Proceeds.................. 7
Description of Debt Securities... 8
Senior Debt Securities........... 13
Subordinated Debt Securities..... 15
Description of Warrants.......... 19
Plan of Distribution............. 20
Experts.......................... 20
Legal Opinions................... 21
- ---------------------------------------- -----------------------------------
- ---------------------------------------- -----------------------------------
<PAGE>
PROSPECTUS SUPPLEMENT [LOGO]
(TO PROSPECTUS DATED , 1996)
U.S.$1,000,000,000
FLEET FINANCIAL GROUP, INC.
SENIOR MEDIUM-TERM NOTES, SERIES J
SUBORDINATED MEDIUM-TERM NOTES, SERIES K
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
Fleet Financial Group, Inc. ("Fleet") may offer from time to time up to
U.S.$1,000,000,000 aggregate initial offering price of its Senior Medium-Term
Notes, Series J (the "Senior Notes") and its Subordinated Medium-Term Notes,
Series K (the "Subordinated Notes", and together with the Senior Notes,
collectively the "Notes") or its equivalent in foreign currencies or currency
units, subject to reduction from time to time after the date hereof at the
option of Fleet including as a result of the sale of other Securities of Fleet
under the accompanying Prospectus (the "Basic Prospectus") to which this
Prospectus Supplement relates. Each Note will mature on any day nine months or
more from the date of issue, as selected by the purchaser and agreed to by Fleet
and may be subject to redemption or repayment prior to maturity. In addition to
the Notes being offered hereby (the "Registered Notes"), Fleet may offer Notes
in bearer form (the "Bearer Notes") in a concurrent non-United States offering.
A separate Prospectus Supplement will be used for any such offering of Bearer
Notes. Any Bearer Notes so offered and sold will reduce correspondingly the
principal amount of Registered Notes which may be offered by this Prospectus
Supplement and the Basic Prospectus. The Registered Notes will be denominated in
a currency (the "Specified Currency") which may be U.S. dollars or such foreign
currency or currency unit as may be designated by Fleet. Unless otherwise
specified, the Registered Notes will be issued in denominations of U.S.$1,000
and any larger amount that is an integral multiple of U.S.$1,000 or, if
denominated in a Specified Currency other than U.S. dollars, as set forth in the
applicable pricing supplement (the "Pricing Supplement"). Each Registered Note
will bear interest at a fixed rate (a "Fixed Rate Note") or at a floating rate
(a "Floating Rate Note"). The redemption and repayment provisions, if any, for
any Registered Note will be set forth in a Pricing Supplement.
The Subordinated Notes are subordinated as set forth in the Basic Prospectus
under "Description of Debt Securities--Subordinated Debt Securities". Payment of
principal of the Subordinated Notes may be accelerated only in the case of the
bankruptcy or reorganization of Fleet. There is no right of acceleration in the
case of a default in the payment of interest on the Subordinated Notes or in the
performance of any other covenant of Fleet. See "Subordinated Debt Securities"
in the Basic Prospectus.
Unless otherwise specified in the applicable Pricing Supplement, interest on
Fixed Rate Notes is payable each May 1 and November 1 and at maturity or upon
earlier redemption or repayment. Interest on Floating Rate Notes is payable on
the dates specified therein and in the applicable Pricing Supplement. The
interest rate or interest rate formula, initial interest rate, as applicable,
and redemption provisions, if any, on each Note will be established by Fleet at
the date of issuance of such Note and will be set forth thereon and specified in
a Pricing Supplement to this Prospectus Supplement. Interest rates and interest
rate formulas are subject to change by Fleet, but no change will affect any
Notes already issued or as to which an offer to purchase has been accepted by
Fleet. Each Floating Rate Note will bear interest at a rate determined by
reference to one or more interest rate bases (each, a "Base Rate") which will be
determined by reference to the CD Rate, the CMT Rate, the Commercial Paper Rate,
the Federal Funds Rate, LIBOR, the Prime Rate, the Treasury Rate or the 11th
District Cost of Funds Rate, in each case, as adjusted by the Spread and/or
Spread Multiplier, if any, applicable to such Floating Rate Note. See
"Description of Registered Notes".
Unless otherwise specified in the Pricing Supplement, each Registered Note will
be issued only in book-entry form, subject to certain limitations listed herein,
and will be represented by a global security (a "Global Security") registered in
the name of a nominee of The Depository Trust Company, New York, New York, as
depository (the "Depository"), or other depository (a "Book-Entry Note").
Beneficial interests in Book-Entry Notes will be shown on, and transfer thereof
will be effected only through, records maintained by the Depository or its
nominee and its participants.
For a discussion of certain factors that should be considered in connection with
an investment in certain Notes offered hereby, see "Risk Factors" on page S-2.
THE NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR
NONBANK SUBSIDIARY OF FLEET AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION (THE "FDIC"), BANK INSURANCE FUND OR ANY GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS OR ANY
SUPPLEMENT HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
PRICE TO AGENTS' DISCOUNTS PROCEEDS TO
PUBLIC(1) AND COMMISSIONS(2) FLEET(2)(3)
-------------- --------------------- -------------------------
Per Note.. 100.000% .125%-.750% 99.875%-99.250%
Total(4).. $1,000,000,000 $1,250,000-$7,500,000 $998,750,000-$992,500,000
- --------------------------------------------------------------------------------
(1) Unless otherwise specified in the applicable Pricing Supplement, Notes will
be issued at 100% of their principal amount.
(2) Fleet will pay a commission to Fleet Bank of Massachusetts, National
Association, Goldman, Sachs & Co., Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. or Salomon
Brothers Inc, (the "Agents"), depending upon maturity of the Registered
Notes, ranging from .125% to .750% of the principal amount of any Registered
Note sold through the Agents. Fleet may also sell Registered Notes to the
Agents (other than Fleet Bank of Massachusetts, National Association),
acting as principal, at a discount for resale to one or more investors and
other purchasers at varying prices related to prevailing market prices at
the time of resale, to be determined by such Agents, or, if so agreed, at a
fixed public offering price. With respect to Registered Notes with a
Maturity Date that is longer than 30 years from the date of issue sold
through any Agent, the rate of commission (or discount) will be negotiated
at the time of sale and will be specified in the applicable Pricing
Supplement. Unless otherwise specified in the applicable Pricing Supplement,
any Registered Note purchased by an Agent as principal will be purchased at
100% of the principal amount thereof less a percentage equal to the
commission applicable to an agency sale of a Registered Note of identical
maturity. No commission will be payable on any sales made directly by Fleet.
See "Plan of Distribution."
(3) Before deducting other expenses payable by Fleet estimated at up to
$150,000, including reimbursement of the Agents' expenses.
(4) Or the equivalent thereof in Specified Currencies other than U.S. dollars.
The Registered Notes are being offered on a continuing basis by Fleet through
the Agents, each of which has agreed to use its reasonable efforts to solicit
offers to purchase the Registered Notes. Fleet may also sell Registered Notes to
any Agent (other than Fleet Bank of Massachusetts, National Association) acting
as principal for resale to one or more investors and other purchasers. Fleet
also may sell Notes directly to investors in those jurisdictions where it is
authorized to do so. No commission will be payable nor will a discount be
allowed on any direct sales by Fleet. The Registered Notes will not be listed on
any securities exchange, and there can be no assurance that the Registered Notes
offered by this Prospectus Supplement will be sold or that there will be a
secondary market for the Registered Notes. Fleet reserves the right to withdraw,
cancel or modify the offer made hereby without notice. Fleet or any Agent may
reject any offer to purchase Registered Notes, in whole or in part. See "Plan of
Distribution".
FLEET BANK OF MASSACHUSETTS, N.A.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
J.P. MORGAN SECURITIES INC.
SALOMON BROTHERS INC
The date of this Prospectus Supplement is , 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
RISK FACTORS
FOREIGN CURRENCY RISKS
Judgments. In the event an action based on Notes denominated in a Specified
Currency other than U.S. dollars were commenced in a court of the United States,
it is unlikely that such court would grant judgment relating to such Notes in
any currency other than U.S. dollars. The Judiciary Law of the State of New York
provides, however, that a judgment or decree in an action based upon an
obligation denominated in a currency other than U.S. dollars will be rendered in
the foreign currency of the underlying obligation and converted into U.S.
dollars at the rate of exchange prevailing on the date of the entry of the
judgment or decree. Holders of Notes denominated in a Specified Currency other
than U.S. dollars would bear the risk of exchange rate fluctuations between the
time the amount of the judgment is calculated and the time the Trustee (as
hereinafter defined) converts U.S. dollars to the Specified Currency for payment
of the judgment.
Exchange Rates and Exchange Controls. An investment in Registered Notes that
are denominated in a foreign currency or currency units entails significant
risks that are not associated with a similar investment in a security
denominated in U.S. dollars. Such risks include, without limitation, the
possibility of significant changes in rates of exchange between the U.S. dollar
and the various foreign currencies and the possibility of the imposition or
modification of foreign exchange controls by either the U.S. or foreign
governments. Such risks generally depend on economic and political events and on
the supply of and demand for the relevant currencies, factors over which Fleet
has no control. In recent years, rates of exchange between the U.S. dollar and
certain foreign currencies have been highly volatile and such volatility may be
expected in the future. Fluctuations in any particular exchange rate that have
occurred in the past are not necessarily indicative, however, of fluctuations in
the exchange rate that may occur during the term of any Registered Note.
Depreciation of the currency specified in a Registered Note against the U.S.
dollar would result in a decrease in the effective yield of such Note below its
coupon rate, and in certain circumstances could result in a loss to the investor
on a U.S. dollar basis.
THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT HERETO AND THE BASIC
PROSPECTUS DO NOT DESCRIBE ALL THE RISKS OF AN INVESTMENT IN REGISTERED NOTES
DENOMINATED IN CURRENCIES OTHER THAN U.S. DOLLARS. FLEET BELIEVES THAT THESE
RISKS ARE POTENTIALLY TOO VARIABLE TO ASCERTAIN AND DESCRIBE WITH ANY REASONABLE
DEGREE OF CERTAINTY AND THAT PREPARATION OF A LIST OF EVERY POTENTIAL MATERIAL
RISK INCORPORATING EVERY ECONOMIC, FINANCIAL, POLITICAL AND MILITARY
CIRCUMSTANCE, AMONG OTHER THINGS, WOULD BE IMPRACTICAL. PROSPECTIVE INVESTORS
SHOULD THEREFORE CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS
ENTAILED BY AN INVESTMENT IN REGISTERED NOTES DENOMINATED IN CURRENCIES OTHER
THAN U.S. DOLLARS. SUCH NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR INVESTORS
WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS.
Unless otherwise specified in the applicable Pricing Supplement, Registered
Notes denominated in foreign currencies will not be sold in, or to residents of,
the country of the Specified Currency in which particular Registered Notes are
denominated.
S-2
<PAGE>
The information set forth in this Prospectus Supplement is directed to
prospective purchasers who are United States residents, and Fleet disclaims any
responsibility to advise prospective purchasers who are residents of countries
other than the United States with respect to any matters that may affect the
purchase, holding or receipt of payments of principal of, or interest on, the
Registered Notes. Such persons should consult their own counsel with regard to
such matters.
Governments have imposed from time to time, and may in the future impose,
exchange controls which could affect exchange rates as well as the availability
of a Specified Currency other than U.S. dollars at a Registered Note's interest
payment date or maturity or upon earlier redemption or repayment. There can be
no assurances that exchange controls will not restrict or prohibit payments of
principal or interest in any such foreign currency or currency unit. Even if
there are no actual exchange controls, it is possible that at an interest
payment date or maturity or upon earlier redemption or repayment of any
particular Registered Note, the Specified Currency for such Note would not be
available to Fleet due to circumstances beyond the control of Fleet. In that
event, Fleet will make required payments in U.S. dollars on the basis of the
Market Exchange Rate. See "Description of Registered Notes".
Information concerning exchange rates for the Specified Currency, if other
than U.S. dollars, in which principal of, or interest on, the Registered Notes
is payable, as against the U.S. dollar at selected times during the last five
years, as well as current foreign exchange controls affecting such Specified
Currency will be set forth in the applicable Pricing Supplement.
RISKS ASSOCIATED WITH INDEXED NOTES
An investment in Notes indexed, as to principal, premium, if any, or
interest, to one or more values of currencies (including exchange rates between
currencies), commodities or interest rate indices entails significant risks that
are not associated with similar investments in a conventional fixed-rate debt
security. If the interest rate on such a Note is so indexed, it may result in an
interest rate that is less than that payable on a conventional fixed-rate debt
security issued at the same time, including the possibility that no interest
will be paid, and, if the principal of and/or premium, if any, on such a Note is
so indexed, the amount of principal payable in respect thereof may be less than
the original purchase price of such Note if allowed pursuant to the terms
thereof, including the possibility that no such amount will be paid. The
secondary market for such Notes will be affected by a number of factors,
independent of the creditworthiness of Fleet and the value of the applicable
currency, commodity or interest rate index, including the volatility of the
applicable currency, commodity or interest rate index, the time remaining to the
maturity of such Notes, the amount outstanding of such Notes and market interest
rates. The value of the applicable currency, commodity or interest rate index
depends on a number of interrelated factors, including economic, financial and
political events, over which Fleet has no control. Additionally, if the formula
used to determine the amount of principal, premium, if any, or interest payable
with respect to such Notes contains a multiple or leverage factor, the effect of
any change in the applicable currency, commodity or interest rate index will be
increased. The historical experience of the relevant currencies, commodities or
interest rate indices should not be taken as an indication of future performance
of such currencies, commodities or interest rate indices during the term of any
Note. Accordingly, prospective investors should consult their own financial and
legal advisors as to the risks entailed by an investment in such Notes and the
suitability of such Notes in light of their particular circumstances.
IMPORTANT CURRENCY EXCHANGE INFORMATION
Purchasers are required to pay for the Registered Notes in the Specified
Currency. Currently, there are limited facilities in the United States for
conversion of U.S. dollars into foreign currencies and vice versa. Upon request,
an Agent may arrange for the conversion of U.S. dollars into the Specified
Currency set forth in the applicable Pricing Supplement to enable purchasers to
pay for the Registered Notes. Such request must be made on the trade date. Each
such conversion will be made by the relevant
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Agent on such terms and subject to such conditions, limitations and charges as
such Agent may from time to time establish in accordance with their regular
foreign exchange practice. All costs of exchange will be borne by the purchasers
of Registered Notes.
Banks do not generally offer non-U.S. dollar denominated checking or savings
account facilities in the United States. Accordingly, payments of principal of,
and interest on, Registered Notes denominated and payable in a Specified
Currency other than U.S. dollars will be made from an account at a bank outside
of the United States, unless alternative arrangements are made. See "Description
of Registered Notes".
Reference herein to "U.S. dollars" or "U.S. $" or "$" are to the currency of
the United States of America.
DESCRIPTION OF REGISTERED NOTES
The following description of the particular terms of the Registered Notes
offered hereby (referred to in the Basic Prospectus as the "Debt Securities",
the "Senior Debt Securities" or the "Subordinated Debt Securities") supplements,
and to the extent inconsistent therewith replaces, the description of the
general terms and provisions of the Debt Securities, Senior Debt Securities and
Subordinated Debt Securities set forth in the Basic Prospectus, to which
description reference is hereby made. The terms and conditions set forth herein
will apply to each Registered Note unless otherwise specified in the applicable
Pricing Supplement and the related Registered Note. Fleet may from time to time
sell additional Securities and additional series of Debt Securities, including
additional series of medium-term notes.
GENERAL
The Senior Notes will constitute a single series of Debt Securities to be
issued under an Indenture dated as of October 1, 1992, (the "Senior Indenture")
between Fleet and The First National Bank of Chicago, as trustee (the
"Trustee"). The Subordinated Notes will constitute a single series of Debt
Securities to be issued under an Indenture dated as of October 1, 1992, between
Fleet and the Trustee, as amended by a First Supplemental Indenture dated as of
November 30, 1992, between the Company and the Trustee (such indenture, as
amended, the "Subordinated Indenture" and, collectively with the Senior
Indenture, the "Indentures").
The Senior Notes will be unsecured and unsubordinated obligations of the
Company and will rank pari passu with all other senior indebtedness of Fleet
("Senior Indebtedness"). The Subordinated Notes will be unsecured and will be
subordinate and junior in the right of payment, to the extent and in the manner
set forth in the Subordinated Indenture, to all Senior Indebtedness and Other
Financial Obligations (each as defined in the Subordinated Indenture) of Fleet.
There is no limitation on the issuance of additional Senior Indebtedness or
Other Financial Obligations of Fleet. See "Subordinated Debt Securities" in the
Basic Prospectus. As of December 31, 1995, the aggregate principal amount of
Fleet's Senior Indebtedness was $1.8 billion and Fleet's obligations under Other
Financial Obligations was $15.1 million, respectively. The Registered Notes may
be issued in an aggregate principal amount of up to U.S.$1,000,000,000, or its
equivalent in foreign currencies or currency units. The aggregate principal
amount of Registered Notes that may be issued and sold may be reduced as a
result of the sale by Fleet of other securities including Debt Securities and
Bearer Notes. See "Plan of Distribution". The statements herein concerning the
Notes and the Indentures do not purport to be complete. They are qualified in
their entirety by reference to the provisions of the Indentures, including the
definitions of certain terms used herein without definition.
The Registered Notes will be offered on a continuing basis and will mature
on any day nine months or more from the date of issue, as selected by the
purchaser and agreed to by Fleet, and may be subject to redemption at the option
of Fleet or repayment at the option of the Holder prior to maturity at a price
or prices, as specified in the applicable Pricing Supplement, plus accrued
interest to the date of
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redemption or repayment. The Registered Notes will not be subject to any sinking
fund. Each Registered Note will bear interest at either (a) a fixed rate or (b)
a rate or rates determined by reference to a Base Rate which may be adjusted by
a Spread and/or Spread Multiplier, if any (each as defined below).
The Registered Notes will be issued in fully registered form only without
coupons. Registered Notes may not be exchanged for Bearer Notes. Unless
otherwise specified, the Registered Notes denominated in U.S. dollars will be
issued in denominations of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000. The authorized denominations of Registered Notes
denominated in a Specified Currency other than U.S. dollars will be specified in
the applicable Pricing Supplement. Interest rates offered by the Company with
respect to the Notes may differ depending upon, among other things, the
aggregate principal amount of the Notes purchased in any single transaction.
Unless otherwise provided in the applicable Pricing Supplement, each
Registered Note will be issued as a Book-Entry Note registered in the name of
the nominee of the Depository. So long as the Depository or its nominee is the
registered owner of such Book-Entry Notes, the Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the Registered
Notes for all purposes under the Indentures. Except as set forth under
"Description of Registered Notes--Book-Entry System", Book-Entry Notes will not
be issuable in certificated form.
The Registered Notes may be issued as "Original Issue Discount Notes" which
will be offered at a discount from the principal amount thereof due at the
stated maturity of such Notes. There may not be any periodic payments of
interest on Original Issue Discount Notes. In the event of an acceleration of
the maturity of any Original Issue Discount Note, the amount payable to the
holder of such Original Issue Discount Note upon such acceleration will be
determined in accordance with the Pricing Supplement and the terms of such
security, but will be an amount less than the amount payable at the maturity of
the principal of such Original Issue Discount Note. For federal income tax
considerations with respect to Original Issue Discount Notes, see "Certain
United States Federal Income Tax Consequences" herein.
"Business Day" means (i) with respect to Registered Notes which are not
denominated in European Currency Units ("ECUs"), any day other than a Saturday
or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or obligated by law, regulation or executive order
to close in either The City of New York or (1) with respect to Registered Notes
denominated in a Specified Currency other than U.S. dollars, in the city as
specified by Fleet pursuant to the applicable Indenture and (2) with respect to
Registered Notes which will bear interest based on a specified percentage of
London interbank offered rate quotations ("LIBOR"), is also a "London Business
Day" or (ii) with respect to Registered Notes which are denominated in ECUs, any
day other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which banking institutions are authorized or obligated by law, regulation or
executive order to close in either the City of New York or any day that is not
designated as an ECU Non-Settlement Day by the ECU Banking Association on
otherwise generally regarded in the ECU interbank market as a day on which
payments in ECUs shall be made. "London Business Day" means any day (i) if the
Index Currency (as defined below) is other than ECU, on which dealings in such
Index Currency are transacted in the London interbank market or (ii) if the
Index Currency is ECU, that is not designated as an ECU Non-Settlement Day by
the ECU Banking Association or otherwise generally regarded in the ECU interbank
market as a day on which payments in ECUs shall not be made.
Unless otherwise specified in the applicable Pricing Supplement, all
percentages resulting from any calculation of the rate of interest on a Floating
Rate Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percent (.0000001), with five one-millionths of a percentage point rounded
upward, and all dollar amounts used in or resulting from such calculation on
Floating Rate Notes will be rounded to the nearest cent (with one-half cent
being rounded upward).
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The Pricing Supplement relating to each Registered Note will describe the
following terms: (1) the currency or currency unit in which such Note is
denominated (and, if such currency is other than U.S. dollars, certain other
terms relating to such Note); (2) whether such Note is a Fixed Rate Note or a
Floating Rate Note; (3) whether such Note is a Senior Note or a Subordinated
Note; (4) if other than 100%, the price (expressed as a percentage of the
aggregate principal amount thereof) at which such Note will be issued (the
"Issue Price") and Original Issue Discount, if any; (5) the trade date; (6) the
date on which such Note will be issued (the "Issue Date"); (7) the date on which
such Note will mature (the "Maturity Date"); (8) if such Note is a Fixed Rate
Note, the rate per annum at which such Note will bear interest, if any (the
"Interest Rate"); (9) if such Note is a Floating Rate Note, the Base Rate, the
Initial Interest Rate, the Interest Determination Dates, the Interest Reset
Dates, the Interest Payment Dates, the Index Maturity, the Maximum Interest Rate
and the Minimum Interest Rate, if any, and the Spread and/or Spread Multiplier,
if any (all as defined herein), and any other terms relating to the particular
method of calculating the Interest Rate for such Note; (10) whether such Note
may be redeemed or repaid prior to maturity, and if so, the provisions relating
to such redemption; and (11) any other terms of such Note not inconsistent with
the provisions of the applicable Indenture.
PAYMENT OF PRINCIPAL AND INTEREST
Principal and interest, if any, will be paid by Fleet in U.S. dollars, even
if a Registered Note is denominated in a Specified Currency other than U.S.
dollars; provided, however, that if so specified in the applicable Pricing
Supplement, a Holder of a Registered Note denominated in a Specified Currency
other than U.S. dollars may elect to have payments of principal and interest in
respect of such Note paid in the Specified Currency. Under such circumstances,
Fleet would be required to tender payment in the Specified Currency and any
costs associated with such conversion would be borne by such Holder through
deduction from such payments. A Holder may elect to receive payments in the
Specified Currency by delivering a written request to the Trustee not later than
the Record Date (as defined below) or the fifteenth day preceding the Maturity
Date or any date fixed for redemption or repayment, as the case may be. Such
election will remain in effect until revoked by written notice to the Trustee,
but written notice of any such revocation must be received by the Trustee not
later than the Record Date or the fifteenth day preceding the Maturity Date or
date of redemption or repayment, as the case may be. Upon request, the Trustee
will mail a copy of a form of request to any Holder.
In the case of a Registered Note denominated in a Specified Currency other
than U.S. dollars, the amount of U.S. dollar payments in respect of such
Registered Note will be determined by a New York clearing house bank designated
by Fleet (the "Exchange Rate Agent") based on the quotation for such Specified
Currency appearing at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable date of payment, on the bank
composite or multi-contributor pages of the Reuters Monitor Foreign Exchange
Service (or, if such service is not then available to the Exchange Rate Agent,
the Telerate Monitor Foreign Exchange Service or, if neither is available, on a
comparable display or in a comparable manner as Fleet and the Exchange Rate
Agent shall agree), bid by one of at least three banks (one of which may be the
Exchange Rate Agent) agreed to by Fleet and the Exchange Rate Agent, which will
yield the largest number of U.S. dollars upon conversion from such Specified
Currency. If fewer than three bids are available, then such conversion will be
based on the Market Exchange Rate (as defined below) as of the second Business
Day preceding the applicable payment date or, if the Market Exchange Rate for
such date is not available, as of the most recent date on which the Market
Exchange Rate is available.
If the principal of, or interest on, any Registered Note is payable in a
Specified Currency other than U.S. dollars (whether by reason of the
unavailability of such quotations or through an election by a Holder) and such
Specified Currency is not available to Fleet for making payments thereof due to
the imposition of exchange controls or other circumstances beyond the control of
Fleet, Fleet will be entitled to satisfy its obligations to Holders of the
Registered Notes by making such payment in U.S. dollars on the basis of the
Market Exchange Rate on the second Business Day prior to such payment date, if
available, and if not so available, the exchange rate determined in the
following order: first, by the most
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recently available Market Exchange Rate; second by the quotations of three (or,
if three are not available, then two) recognized foreign exchange dealers (one
of which may be the Exchange Rate Agent) in The City of New York or in the
foreign country of issue of such currency selected by the Exchange Rate Agent
and Fleet; and third, by such other quotations as Fleet deems appropriate. If
the Specified Currency is a composite currency, payments will be an amount
determined by the Exchange Rate Agent by adding the results obtained by
multiplying the number of units of each component currency of such composite
currency, as of the most recent day on which such composite currency was used,
by the most recently available Market Exchange Rate for such component currency.
Any payment made under the circumstances described above, where the required
payment is in a Specified Currency other than U.S. dollars or any payment made
in the Specified Currency, will not constitute an Event of Default under the
Indentures.
"Market Exchange Rate" means the noon buying rate for cable transfers in New
York City as determined by the Federal Reserve Bank of New York for such
Specified Currency.
Unless otherwise specified in the applicable Pricing Supplement, interest on
the Registered Notes (other than interest paid on the Maturity Date or any date
fixed for redemption or repayment) will be paid on each interest payment date
(an "Interest Payment Date") by mailing a check in the Specified Currency (from
an account at a bank outside the United States if such check is payable in a
currency other than U.S. dollars) to the Holder at the address of such Holder
appearing on the Security Register on the regular Record Date; provided,
however, that in the case of a Registered Note originally issued between a
Record Date and the Interest Payment Date or on an Interest Payment Date
relating to such Record Date, interest for the period beginning on the Issue
Date and ending on such Interest Payment Date shall be paid on the next
succeeding Interest Payment Date to the Holder on the Record Date with respect
to such succeeding Interest Payment Date. Payments of principal and interest at
maturity or upon earlier redemption or repayment will be made in immediately
available funds upon surrender of the Registered Notes (other than with respect
to a Registered Note as to which appropriate arrangements have not been made).
See "Important Currency Exchange Information". Unless otherwise specified in the
applicable Pricing Supplement, if any Interest Payment Date or the Maturity Date
(or the date of redemption or repayment) of a Fixed Rate Note falls on a day
that is not a Business Day, the payment will be made on the next Business Day as
if it were made on the date such payment was due, and no interest will accrue on
the amount so payable for the period from and after such Interest Payment Date
or the Maturity Date (or the date of redemption or repayment), as the case may
be. If any Interest Payment Date (other than at the Maturity Date or date of
redemption or repayment) for any Floating Rate Note would fall on a day that is
not a Business Day with respect to such Note, such Interest Payment Date will be
postponed to the following day that is a Business Day with respect to such Note,
except that, in the case of a LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Interest Payment Date will be the immediately
preceding day that is a Business Day with respect to such LIBOR Note. If the
Maturity Date (or the date of redemption or repayment) of any Floating Rate Note
would fall on a day that is not a Business Day, the payment of interest and
principal (and premium, if any) may be made on the next succeeding Business Day,
and no interest on such payment will accrue for the period from and after the
Maturity Date (or the date of redemption or repayment). In the case of Global
Securities representing Book-Entry Notes, such payments of principal and
interest, if any, will be made to the Depository or its nominee. Payments to
beneficial owners of Book-Entry Notes will be made through the Depository and
its participants. See "Description of Debt Securities--Global Securities" in the
Basic Prospectus.
The "Record Date" with respect to any Interest Payment Date for Floating
Rate Notes shall be the date 15 calendar days immediately preceding such
Interest Payment Date, and with respect to any Interest Payment Date for Fixed
Rate Notes shall be the April 15 or October 15 next preceding such Interest
Payment Date, whether or not such date shall be a Business Day.
Interest payments in respect of the Notes will equal the amount of interest
accrued from and including the immediately preceding Interest Payment Date in
respect of which interest has been paid
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or duly made available for payment to (or from and including the date of issue,
if no interest has been paid with respect to the applicable Note) but excluding
the related Interest Payment Date, Maturity Date, or date of redemption or
repayment as the case may be (an "Interest Period").
FIXED RATE NOTES
Fixed Rate Notes will bear interest from their Issue Date, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, at the annual interest rate or rates specified on the face thereof and in
the applicable Pricing Supplement. Unless otherwise specified in the applicable
Pricing Supplement, interest on Fixed Rate Notes will be payable semi-annually
on May 1 and November 1 of each year, and at maturity or upon redemption or
repayment to the persons to whom principal is payable (which, in the case of
Global Securities representing Book-Entry Notes, will be the Depository or the
nominee of the Depository). Interest on Fixed Rate Notes will be computed on the
basis of a 360-day year consisting of twelve 30-day months. Each payment of
interest shall include interest accrued through the day preceding the Interest
Payment Date.
FLOATING RATE NOTES
Each Floating Rate Note will bear interest at a rate determined by reference
to the Base Rate which may be adjusted by a Spread and/or Spread Multiplier, if
any (each as defined below). The applicable Pricing Supplement will designate
one or more of the following Base Rates as applicable to each Floating Rate
Note: (a) the CD Rate (a "CD Rate Note"), (b) the CMT Rate (a "CMT Rate Note"),
(c) the Commercial Paper Rate (a "Commercial Paper Rate Note"), (d) the Federal
Funds Rate (a "Federal Funds Rate Note"), (e) LIBOR (a "LIBOR Note"), (f) the
Prime Rate (a "Prime Rate Note"), (g) the Treasury Rate (a "Treasury Rate
Note"), (h) the 11th District Cost of Funds Rate (an "11th District Cost of
Funds Rate Note") or (i) such other Base Rate or interest rate formula as is set
forth in such Pricing Supplement and in such Floating Rate Note. The "Index
Maturity" for any Floating Rate Note is the period until maturity (as specified
in the applicable Pricing Supplement) of the instrument or obligation from which
the Base Rate is calculated.
As specified in the applicable Pricing Supplement, a Floating Rate Note may
also have either or both of the following: (i) a maximum limitation, or ceiling,
on the rate of interest which may accrue during any Interest Period (as defined
below) ("Maximum Interest Rate"); and (ii) a minimum limitation, or floor, on
the rate of interest which may accrue during any Interest Period ("Minimum
Interest Rate"). In addition to any Maximum Interest Rate which may be
applicable to any Floating Rate Note pursuant to the above provisions, the
interest rate on a Floating Rate Note will in no event be higher than the
maximum rate permitted by applicable law, as the same may be modified by United
States law of general application. The Registered Notes will be governed by the
law of the State of New York and, under present New York law, the maximum rate
of interest, with certain exceptions, for any loan in an amount less than
$250,000 is 16% and for any loan in an amount of $250,000 or more but less than
$2,500,000 is 25% per annum on a simple interest basis. These limits do not
apply to loans of $2,500,000 or more.
The rate of interest on each Floating Rate Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each day on which the rate of
interest is reset being herein referred to as an "Interest Reset Date"), as
specified in the applicable Pricing Supplement. Unless otherwise specified in
the applicable Pricing Supplement, the Interest Reset Dates will be, in the case
of Floating Rate Notes that reset daily, each Business Day; in the case of
Floating Rate Notes (other than Treasury Rate Notes) that reset weekly,
Wednesday of each week; in the case of Treasury Rate Notes that reset weekly,
Tuesday of each week (except as provided below); in the case of Floating Rate
Notes that reset monthly, the third Wednesday of each month; in the case of
Floating Rate Notes that reset quarterly, the third Wednesday of March, June,
September and December of each year; in the case of Floating Rate Notes that
reset semi-annually, the third Wednesday of each of two months of each year
specified in the applicable Pricing Supplement; and in the case of Floating Rate
Notes that reset annually, the third Wednesday of the month of each year
specified in the applicable Pricing Supplement. If any
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Interest Reset Date for any Floating Rate Note would otherwise be a day that is
not a Business Day, such Interest Reset Date shall be postponed to the next
succeeding Business Day, except that in the case of a LIBOR Note, if such
Business Day would fall in the next succeeding calendar month, such Interest
Reset Date shall be the next preceding Business Day. If an auction for Treasury
bills falls on a day that is an Interest Reset Date for Treasury Rate Notes, the
Interest Reset Date shall be the next succeeding Business Day.
Interest on each Floating Rate Note will be payable monthly, quarterly,
semi-annually, or annually as specified in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement and except as
provided below, the date or dates on which interest will be payable (each an
"Interest Payment Date") will be, in the case of Floating Rate Notes with a
daily, weekly or monthly Interest Period, the third Wednesday of each month; in
the case of Floating Rate Notes with a quarterly Interest Period, the third
Wednesday of March, June, September, and December of each year; in the case of
Floating Rate Notes with a semi-annual Interest Period, the third Wednesday of
each of two months of each year specified in the applicable Pricing Supplement;
and in the case of Floating Rate Notes with an annual Interest Period, the third
Wednesday of the month of each year specified in the applicable Pricing
Supplement; and, in each case, on the Maturity Date (or date of redemption or
repayment). Unless otherwise specified in the applicable Pricing Supplement, if
an Interest Payment Date (other than the Maturity Date or date of redemption or
repayment) with respect to any Floating Rate Note would otherwise be a day that
is not a Business Day with respect to such Floating Rate Note, such Interest
Payment Date shall be postponed to the next succeeding Business Day with respect
to such Floating Rate Note, except in the case of LIBOR Notes, if such day would
fall in the next succeeding calendar month, such Interest Payment Date with
respect to such LIBOR Note will be the immediately preceding Business Day. Any
payment of principal (and premium, if any) and interest required to be made on a
Floating Rate Note on a Maturity Date that is not a Business Day will be made on
the next succeeding Business Day with respect to such Floating Rate Note (with
the same force and effect as if made on such Maturity Date, and no additional
interest shall accrue as a result of any such delayed payment).
The "Spread" is the number of basis points (one basis point equals
one-hundredth of a percentage point) specified in the applicable Pricing
Supplement as being applicable to the interest rate for such Floating Rate Note,
and the "Spread Multiplier" is the percentage specified in the applicable
Pricing Supplement as being applicable to the interest rate for such Floating
Rate Note. A Spread and/or a Spread Multiplier may be applicable to the Interest
Rate for a particular Floating Rate Note, as set forth in the applicable Pricing
Supplement.
With respect to a Floating Rate Note, accrued interest shall be calculated
by multiplying the principal amount of such Floating Rate Note by an accrued
interest factor. Such accrued interest factor will be computed by adding the
interest factors calculated for each day in the Interest Period or from the last
date from which accrued interest is being calculated. The interest factor for
each such day is computed by dividing the interest rate applicable to such day
by 360, in the cases of CD Rate Notes, Commercial Paper Rate Notes, Federal
Funds Rate Notes, LIBOR Notes, Prime Rate Notes and 11th District Cost of Funds
Notes or by the actual number of days in the year, in the case of Treasury Rate
Notes and CMT Rate Notes. Unless otherwise specified in the applicable Pricing
Supplement, the interest rate applicable to any day that is an Interest Reset
Date will be the interest rate effective on such Interest Reset Date. The
interest rate applicable to any other day will be the interest rate for the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate, as described below).
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Unless otherwise specified in the applicable Pricing Supplement, the
"Calculation Date", where applicable, pertaining to an Interest Determination
Date will be the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if any such day is not a Business Day, the next
succeeding Business Day and (ii) the Business Day preceding the applicable
Interest Payment Date or the Maturity Date, as the case may be.
Unless otherwise specified in the applicable Pricing Supplement, The First
National Bank of Chicago shall be the calculation agent (the "Calculation
Agent") with respect to the Floating Rate Notes. Upon the request of the Holder
of any Floating Rate Note, the Calculation Agent will provide the interest rate
then in effect and, if determined, the interest rate which will become effective
on the next Interest Reset Date with respect to such Floating Rate Note.
The interest rate in effect with respect to a Floating Rate Note from the
Issue Date to the first Interest Reset Date (the "Initial Interest Rate") will
be specified in the applicable Pricing Supplement. The interest rate for each
subsequent Interest Reset Date will be determined by the Calculation Agent as
follows:
CD Rate Notes
CD Rate Notes will bear interest at the interest rates (calculated by
reference to the CD Rate and the Spread and/or Spread Multiplier, if any)
specified in the CD Rate Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the "CD
Rate" relating to a CD Rate Note or any Floating Rate Note for which the
interest rate is determined with respect to the CD Rate with respect to each
Interest Reset Date will be determined by the Calculation Agent as of the second
Business Day prior to such Interest Reset Date (a "CD Interest Determination
Date") and shall be the rate on such date for negotiable certificates of deposit
having the Index Maturity designated in the applicable Pricing Supplement as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication ("H.15(519)") under the heading "CDs (Secondary Market)" or, if not
so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such CD Interest Determination Date, then the CD Rate shall be the
rate on such CD Interest Determination Date for negotiable certificates of
deposit having the specified Index Maturity as published by the Federal Reserve
Bank of New York in its daily statistical release, "Composite 3:30 P.M.
Quotations for U.S. Government Securities" or any successor publication
("Composite Quotations") under the heading "Certificates of Deposit". If such
rate is not so published by 3:00 P.M., New York City time, on such Calculation
Date, then the CD Rate on such CD Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD Interest
Determination Date, of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money center
banks (in the market for negotiable certificates of deposit) with a remaining
maturity closest to the specified Index Maturity in a denomination of U.S.
$5,000,000; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
will be the CD Rate in effect on such CD Interest Determination Date.
CD Rate Notes, like other Notes, are not deposit obligations of a bank and
are not insured by the Federal Deposit Insurance Corporation.
The interest rate on CD Rate Notes for each Interest Reset Date shall be the
CD Rate applicable to such Interest Reset Date, plus or minus the Spread, if
any, and/or multiplied by the Spread Multiplier, if any, as specified in the
applicable Pricing Supplement; provided, however, that the interest rate in
effect from the Issue Date to the first Interest Reset Date will be the Initial
Interest Rate.
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CMT Rate Notes
CMT Rate Notes will bear interest at the interest rates (calculated by
reference to the CMT Rate and the Spread and/or Spread Multiplier, if any)
specified in the CMT Rate Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the "CMT
Rate" means, with respect to any Interest Determination Date relating to a CMT
Rate Note or any Floating Rate Note for which the interest rate is determined
with reference to the CMT Rate (a "CMT Interest Determination Date"), the rate
displayed on the Designated CMT Telerate Page under the caption ". . . Treasury
Constant Maturities . . . Federal Reserve Board Release H. 15 . . . Mondays
Approximately 3:45 P.M.", under the column for the Designated CMT Maturity Index
for (i) if the Designated CMT Telerate Page is 7055, the rate on such CMT
Interest Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the week, or the month, as specified in the applicable Pricing Supplement,
ended immediately preceding the week in which the related CMT Interest
Determination Date occurs. If such rate is no longer displayed on the relevant
page, or if not displayed by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate for such CMT Interest Determination Date
will be such treasury constant maturity rate for the Designated CMT Maturity
Index as published in the relevant H.15(519). If such rate is no longer
published, or if not published by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate for such CMT Interest Determination Date
will be such treasury constant maturity rate for the Designated CMT Maturity
Index (or other United States Treasury rate for the Designated CMT Maturity
Index) for the CMT Interest Determination Date with respect to such Interest
Reset Date as may then be published by either the Board of Governors of the
Federal Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed on
the Designated CMT Telerate Page and published in the relevant H.15(519). If
such information is not provided by 3:00 p.m., New York City time, on the
related Calculation Date, then the CMT Rate for the CMT Interest Determination
Date will be calculated by the Calculation Agent and will be a yield to
maturity, based on the arithmetic mean of the secondary market closing offer
side prices as of approximately 3:30 p.m. (New York City time) on the CMT
Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent cannot obtain three such Treasury Note quotations, the CMT
Rate for such CMT Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market offer side prices as of approximately 3:30 p.m. (New
York City time) on the CMT Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least $100 million. If three or four (and not five)
of such Reference Dealers are quoting as described above, then the CMT Rate will
be based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided, however,
that if fewer than three Reference Dealers selected by the Calculation Agent are
quoting as described herein, the CMT Rate will be the CMT Rate in effect on such
CMT Interest Determination Date. If two Treasury Notes with an original maturity
as described in the second preceding sentence have remaining terms to maturity
equally close to the Designated
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CMT Maturity Index, the quotes for the Treasury Note with the shorter remaining
term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated in the applicable Pricing Supplement (or any
other page as may replace such page on that service for the purposes of
displaying Treasury Constant Maturities as reported in H.15(519)), for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519). If
no such page is specified in the applicable Pricing Supplement, the Designated
CMT Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of the
U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20, or 30 years) specified
in the applicable Pricing Supplement with respect to which the CMT Rate will be
calculated. If no such maturity is specified in the applicable Pricing
Supplement, the Designated CMT Maturity Index shall be two years.
The interest rate on CMT Notes for each Interest Reset Date shall be the CMT
Rate applicable to such Interest Reset Date, plus or minus the Spread, if any,
and/or multiplied by the Spread Multiplier, if any, as specified in the
applicable Pricing Supplement; provided, however, that the interest rate in
effect from the Issue Date to the first Interest Reset Date will be the Initial
Interest Rate.
Commercial Paper Rate Notes
Commercial Paper Rate Notes will bear interest at the interest rates
(calculated by reference to the Commercial Paper Rate and the Spread and/or
Spread Multiplier, if any) specified in the Commercial Paper Rate Notes and in
the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
"Commercial Paper Rate" relating to a Commercial Paper Rate Note or any Floating
Rate Note for which the interest rate is determined with respect to the
Commercial Paper Rate for each Interest Reset Date will be determined by the
Calculation Agent as of the second Business Day prior to such Interest Reset
Date (a "Commercial Paper Interest Determination Date") and shall be the Money
Market Yield (as defined below) on such date of the rate for commercial paper
having the Index Maturity specified in the applicable Pricing Supplement, as
such rate shall be published in H.15(519) under the heading "Commercial Paper".
In the event that such rate is not published prior to 9:00 A.M., New York City
time, on the Calculation Date, then the Commercial Paper Rate shall be the Money
Market Yield on such Commercial Paper Interest Determination Date of the rate
for commercial paper of the specified Index Maturity as published in Composite
Quotations under the heading "Commercial Paper". If by 3:00 P.M. New York City
time on such Calculation Date such rate is not yet published in either H.15(519)
or Composite Quotations, then the Commercial Paper Rate shall be the Money
Market Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New
York City time, on that Commercial Paper Interest Determination Date, of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the specified Index Maturity
placed for an industrial issuer whose bond rating is "AA", or the equivalent,
from a nationally recognized rating agency; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting offered
rates as mentioned in this sentence, the Commercial Paper Rate will be the
Commercial Paper Rate in effect on such Commercial Paper Interest Determination
Date.
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
D x 360
Money Market Yield = ------------- x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal; and "M" refers to the actual
number of days in the Interest Period for which interest is being calculated.
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The interest rate on Commercial Paper Rate Notes for each Interest Reset
Date shall be the Commercial Paper Rate applicable to such Interest Reset Date
plus or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if
any, as specified in the applicable Pricing Supplement; provided, however, that
the interest rate in effect for the period from the Issue Date to the first
Interest Reset Date will be the Initial Interest Rate.
Federal Funds Rate Notes
Federal Funds Rate Notes will bear interest at the interest rates
(calculated by reference to the Federal Funds Rate and the Spread and/or Spread
Multiplier, if any) specified in the Federal Funds Rate Notes and in the
applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
"Federal Funds Rate" relating to a Federal Funds Rate Note or any Floating Rate
Note for which the interest rate is determined with respect to the Federal Funds
Rate with respect to each Interest Reset Date will be determined by the
Calculation Agent as of the second Business Day prior to such Interest Reset
Date (a "Federal Funds Interest Determination Date"), and shall be the rate on
that date for Federal Funds as published in H.15(519) under the heading "Federal
Funds (Effective)" or, if not so published by 9:00 A.M., New York City time, on
the Calculation Date pertaining to such Federal Funds Interest Determination
Date, the Federal Funds Rate will be the rate on such Federal Funds Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate". If such rate is not so published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such Federal Funds
Interest Determination Date, the Federal Funds Rate for such Federal Funds Reset
Date will be calculated by the Calculation Agent and will be the arithmetic mean
of the rates for the last transaction in overnight Federal Funds arranged by
three leading brokers of Federal Funds transactions in The City of New York
selected by the Calculation Agent as of 9:00 A.M., New York City time, on such
Federal Funds Interest Determination Date; provided, however, that if the
brokers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate will be the Federal Funds
Rate in effect on such Federal Funds Interest Determination Date.
The interest rate on Federal Funds Rate Notes for each Interest Reset Date
shall be the Federal Funds Rate applicable to such Interest Reset Date, plus or
minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any, as
specified in the applicable Pricing Supplement; provided, however, that the
interest rate in effect from the original issuance date to the effective date of
the interest rate determined on the first Interest Reset Date shall be the
Initial Interest Rate.
LIBOR Notes
LIBOR Notes will bear interest at the interest rates (calculated by
reference to LIBOR and the Spread and/or Spread Multiplier, if any) specified in
the LIBOR Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, "LIBOR"
means the rate determined by the Calculation Agent in accordance with the
following provisions:
(i) With respect to an Interest Determination Date relating to a LIBOR
Note or any Floating Rate Note for which the interest rate is determined
with reference to LIBOR (a "LIBOR" Interest Determination Date"), LIBOR will
be either: (a) if "LIBOR Reuters" is specified in the applicable Pricing
Supplement, the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page by its terms provides only for a single rate, in which
case such single rate shall be used) for deposits in the Index Currency
having the Index Maturity designated in the applicable Pricing Supplement,
commencing on the second London Business Day immediately following such
LIBOR Interest Determination Date, that appear on the Designated LIBOR Page
specified in the
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applicable Pricing Supplement as of 11:00 A.M. London time, on such LIBOR
Interest Determination Date, if at least two such offered rates appear
(unless, as aforesaid, only a single rate is required) on such Designated
LIBOR Page, or (b) if "LIBOR Telerate" is specified in the applicable
Pricing Supplement or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified as the method for calculating LIBOR, the rate for deposits in the
Index Currency having the Index Maturity designated in the applicable
Pricing Supplement, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date that appears on the
Designated LIBOR Page specified in the applicable Pricing Supplement as of
11:00 A.M., London time, on such LIBOR Interest Determination Date. If fewer
than two such offered rates appear, or if no such rate appears, as
applicable, LIBOR in respect of the related LIBOR Interest Determination
Date will be determined in accordance with provisions described in clause
(ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on
the applicable Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered
quotation for deposits in the Index Currency for the period of the Index
Maturity designated in the applicable Pricing Supplement, commencing on the
second London Business Day immediately following such LIBOR Interest
Determination Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR Interest Determination
Date and in a principal amount that is representative for a single
transaction in such Index Currency in such market at such time. If at least
two such quotations are provided, LIBOR determined on such LIBOR Interest
Determination Date will be the arithmetic mean of such quotations. If fewer
than two quotations are provided, LIBOR determined on such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal Financial Center, on
such LIBOR Interest Determination Date by three major banks in such
Principal Financial Center selected by the Calculation Agent for loans in
the Index Currency to leading European banks, having the Index Maturity
designated in the applicable Pricing Supplement and in a principal amount
that is representative for a single transaction in such Index Currency in
such market at such time; provided, however, that if the banks so selected
by the Calculation Agent are not quoting as mentioned in this sentence,
LIBOR determined as of such LIBOR Interest Determination Date will be LIBOR
in effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency (including composite currencies)
specified in the applicable Pricing Supplement as the currency for which LIBOR
shall be calculated. If no such currency is specified in the applicable Pricing
Supplement, the Index Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified in
the applicable Pricing Supplement, the display on the Reuters Monitor Money
Rates Service for the purpose of displaying the London interbank rates of major
banks for the applicable Index Currency, or (b) if "LIBOR Telerate" is specified
in the applicable Pricing Supplement or neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified as the method for calculating LIBOR, the display on the
Dow Jones Telerate Service for the purpose of displaying the London interbank
rates of major banks for the applicable Index Currency.
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to United
States dollars, Deutsche Marks, Dutch Guilders, Italian Lire, Swiss Francs and
ECUs, the Principal Financial Center shall be The City of New York, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.
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The interest rate on LIBOR Notes for each Interest Reset Date shall be LIBOR
plus or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if
any, as specified in the applicable Pricing Supplement; provided, however, that
the interest rate in effect for the period from the Issue Date to the first
Interest Reset Date will be the Initial Interest Rate.
Prime Rate Notes
Prime Rate Notes will bear interest at the interest rates (calculated by
reference to the Prime Rate and the Spread and/or Spread Multiplier, if any)
specified in the Prime Rate Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the "Prime
Rate" relating to a Prime Rate Note or any Floating Rate Note for which the
interest rate is determined with respect to the Prime Rate with respect to each
Interest Reset Date will be determined by the Calculation Agent as of the second
Business Day prior to such Interest Reset Date (a "Prime Interest Determination
Date") and shall be the rate set forth on such date in H.15(519) under the
heading "Bank Prime Loan," or if not so published prior to 9:00 A.M., New York
City time, on the Calculation Date pertaining to such Prime Interest
Determination Date, then the Prime Rate will be determined by the Calculation
Agent and will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen USPRIME1 Page (as
defined below) as such bank's prime rate or base lending rates as in effect for
that Prime Interest Determination Date. If fewer than four such rates but more
than one such rate appear on the Reuters Screen USPRIME1 Page for the Prime
Interest Determination Date, the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the prime rate quoted on
the basis of the actual number of days in the year divided by a 360-day year as
of the close of business on such Prime Interest Determination Date by four major
money center banks in The City of New York selected by the Calculation Agent
from a list approved by Fleet. If fewer than two such rates appear on the
Reuters Screen USPRIME1 Page, the Prime Rate will be determined by the
Calculation Agent on the basis of the rates furnished in The City of New York by
the appropriate number of substitute banks or trust companies organized and
doing business under the laws of the United States, or any state thereof, having
total equity capital of at least U.S. $500,000,000 and being subject to
supervision or examination by Federal or State authority, selected by the
Calculation Agent from a list approved by Fleet to provide such rate or rates;
provided, however, that if the banks selected as aforesaid are not quoting as
mentioned in this sentence, the Prime Rate will be the Prime Rate in effect on
such Prime Interest Determination Date. "Reuters Screen USPRIME1 Page" means the
display designated as page "USPRIME1" on the Reuters Monitor Money Rates Service
(or such other page as may replace the USPRIME1 page on that service for the
purpose of displaying prime rates or base lending rates of major United States
banks).
The interest rate on Prime Rate Notes for each Interest Reset Date shall be
the Prime Rate applicable to such Interest Reset Date, plus or minus the Spread,
if any, and/or multiplied by the Spread Multiplier, if any, as specified in the
applicable Pricing Supplement; provided, however, that the interest rate in
effect for the period from the Issue Date to the first Interest Reset Date will
be the Initial Interest Rate.
Treasury Rate Notes
Treasury Rate Notes will bear interest at the interest rates (calculated by
reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any)
specified in the Treasury Rate Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
"Treasury Rate" relating to a Treasury Rate Note or any Floating Rate Note for
which the interest rate is determined with respect to the Treasury Rate means,
with respect to any Interest Reset Date, the rate for the auction held on the
Treasury Rate Determination Date (as hereinafter defined) of direct obligations
of the United States
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("Treasury bills") having the Index Maturity specified in the applicable Pricing
Supplement as published in H.15(519) under the heading, "U.S. Government
Securities--Treasury bills--auction average (investment)" or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Treasury Rate Determination Date, the auction average rate (expressed as
a bond equivalent yield, rounded to the nearest one one-hundredth of a percent,
with five one-thousandths of a percent rounded upward, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) as announced by
the United States Department of the Treasury. In the event that the results of
the auction of Treasury bills having the Index Maturity designated in the
applicable Pricing Supplement are not published or reported as provided above by
3:00 P.M., New York City time, on such Calculation Date or if no such auction is
held on such Treasury Rate Determination Date, then the Treasury Rate shall be
calculated by the Calculation Agent and shall be a yield to maturity (expressed
as a bond equivalent yield, rounded to the nearest one one-hundredth of a
percent, with five one-thousandths of a percent rounded upward, on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Treasury Rate Determination Date, of three
leading primary United States government securities dealers selected by the
Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the specified Index Maturity; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate for such Interest Reset Date will be the
Treasury Rate in effect on such Treasury Rate Determination Date.
The "Treasury Rate Determination Date" for any Interest Reset Date will be
the day of the week in which such Interest Reset Date falls on which Treasury
bills would normally be auctioned, but in no event shall the Treasury Rate
Determination Date be after the related Interest Reset Date. Treasury bills are
normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except such auction may be held on the preceding Friday. If, as the result of a
legal holiday, an auction is so held on the preceding Friday, such Friday will
be the Treasury Rate Determination Date pertaining to the Interest Reset Date
occurring in the next succeeding week. If no auction is held in any week (or on
the preceding Friday), the Treasury Rate Determination Date shall be the Monday
of the week in which the Interest Reset Date falls.
The interest rate on Treasury Rate Notes for each Interest Reset Date shall
be the Treasury Rate plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, as specified in the applicable Pricing Supplement;
provided, however, that the interest rate in effect for the period from the
Issue Date to the first Interest Reset Date will be the Initial Interest Rate.
11th District Cost of Funds Rate Notes
11th District Cost of Funds Rate Notes will bear interest at the interest
rates (calculated with reference to the 11th District Cost of Funds Rate and the
Spread and/or Spread Multiplier, if any) specified in the 11th District Cost of
Funds Rate Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the "11th
District Cost of Funds Rate" relating to an 11th District Cost of Funds Rate
Note or any Floating Rate Note for which the interest rate is determined with
respect to the 11th District Cost of Funds Rate means, with respect to any
Interest Determination Date relating to an 11th District Cost of Funds Rate
Note, the rate equal to the monthly weighted average cost of funds for the
calendar month immediately preceding the month in which such Interest
Determination Date falls, as set forth under the caption "11th District" on
Telerate Page 7058 as of 11:00 a.m., San Francisco time, on such Interest
Determination Date. If such rate does not appear on Telerate Page 7058 on any
related Interest Determination Date, the 11th District Cost of Funds Rate for
such Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the 11th Federal Home Loan Bank District
that was most recently announced (the "11th District Cost of Funds Index") by
the Federal Home Loan Bank of San
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Francisco (the "FHLB of San Francisco") as such cost of funds for the calendar
month immediately preceding the date of such announcement. If the FHLB of San
Francisco fails to announce such rate for the calendar month immediately
preceding such Interest Determination Date, then the 11th District Cost of Funds
Rate determined as of such Interest Determination Date will be the 11th District
Cost of Funds Rate in effect on such Interest Determination Date.
The interest rate on 11th District Cost of Funds Notes for each Interest
Reset Date shall be the 11th District Cost of Funds Rate applicable to such
Interest Reset Date, plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, as specified in the applicable Pricing Supplement;
provided, however, that the interest rate in effect from the Issue Date to the
first Interest Reset Date will be the Initial Interest Rate.
INDEXED NOTES
The Notes may be issued with the amount of principal, premium, if any, or
interest payable in respect thereof to be determined with reference to the price
or prices of specified commodities or stocks, the exchange rate of one or more
specified currencies (including a composite currency such as the ECU) relative
to any indexed currency or such other price, exchange rate or interest index
("Indexed Notes"), as set forth in the applicable Pricing Supplement. In certain
cases, holders of Indexed Notes may receive a principal amount on the Maturity
Date or the date of earlier redemption or repayment that is greater than or less
than the face amount of the Notes depending upon the relative value on the
Maturity Date or the date of earlier redemption or repayment of the specified
indexed item. Information as to the method for determining the amount of
principal, premium, if any, or interest payable in respect of Indexed Notes,
certain historical information with respect to the specified indexed item and
tax considerations associated with an investment in such Indexed Notes will be
set forth in the applicable Pricing Supplement. See "Risk Factors".
REDEMPTION
Although Registered Notes will not generally be redeemable prior to
maturity, Fleet in the applicable Pricing Supplement relating to a Registered
Note may specify that such Registered Note will be redeemable at Fleet's option
on a date or dates specified prior to maturity at a price or prices, set forth
in the applicable Pricing Supplement, together with accrued interest to the date
of redemption. The Registered Notes will not be subject to any sinking fund.
Fleet may redeem any of the Registered Notes which are redeemable and remain
outstanding either in whole or from time to time in part, upon not less than 30,
nor more than 60, days' notice. If less than all of the Registered Notes with
like tenor and terms are to be redeemed, the Notes to be redeemed shall be
selected by the applicable Note Registrar by such method as such Note Registrar
shall deem fair and appropriate.
REPAYMENT AND REPURCHASE
Although Registered Notes will not generally be repayable at the option of
the Holder prior to maturity, Fleet, in the Pricing Supplement relating to a
Registered Note, may specify that such Registered Note will be repayable at the
option of the Holder on a date or dates specified prior to maturity at a price
or prices set forth in the applicable Pricing Supplement, together with accrued
interest to the date of repayment.
In order for a Registered Note to be repaid, the Paying Agent must receive
at least 30, but not more than 45, days, prior to the repayment date (i) the
Registered Note with the form entitled "Option to Elect Repayment" on the
reverse of the Registered Note duly completed of (ii) a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange of the National Association of Securities Dealers, Inc. or a commercial
bank or trust company in the United States of America setting forth the name of
the Holder of the Registered Note, the principal amount of the
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Registered Note, the principal amount of the Registered Note to be repaid, the
certificate number or a description of the tenor and terms of the Registered
Note, a statement that the option to elect repayment is being exercised thereby
and a guarantee that the Registered Note to be repaid with the form entitled
"Option to Elect Repayment" on the reverse of the Registered Note duly completed
will be received by the Paying Agent not later than five Business Days after the
date of such telegram, telex, facsimile transmission or letter and such
Registered Note and form duly completed are received by the Paying Agent by such
fifth Business Day. Exercise of the repayment option by the Holder of a
Registered Note shall be irrevocable. The repayment option may be exercised by
the Holder of a Registered Note for less than the entire principal amount of the
Registered Note provided that the principal amount of the Registered Note
remaining outstanding after repayment is an authorized denomination.
During the period that the Book-Entry Notes are represented by the Global
Notes (as hereinafter defined) held by or on behalf of the Depository (as
hereinafter defined), and registered in the name of the Depository or the
Depository's nominee, the option for repayment may be exercised by the
applicable Participant (as hereinafter defined) that has an account with the
Depository, on behalf of the beneficial owners of the Global Note or Notes
representing such Book-Entry Notes, by delivering a written notice substantially
similar to the above mentioned form to the Trustee at its corporate trust office
(or such other address of which Fleet shall from time to time notify the
holders), not more than 60 nor less than 30 days prior to the date of repayment.
Notice of elections from Participants on behalf of beneficial owners of the
Global Note or Notes representing such Book-Entry Notes to exercise their option
to have such Book-Entry Notes repaid must be received by the Trustee by 5:00
P.M., New York City time, on the last day for giving such notice. In order to
ensure that a notice is received by the Trustee on a particular day, the
beneficial owner of the Global Note or Notes representing such Book-Entry Notes
must so direct the applicable Participant before such participant's deadline for
accepting instructions for that day. Different firms may have different
deadlines for accepting instructions from their customers. Accordingly,
beneficial owners of the Global Note or Notes representing Book-Entry Notes
should consult the Participants through which they own their interest therein
for the respective deadlines for such Participants. All notices shall be
executed by a duly authorized officer of such Participant (with signature
guaranteed) and shall be irrevocable. In addition, beneficial owners of the
Global Note or Notes representing Book-Entry Notes shall effect delivery at the
time such notices of election are given to the Depository by causing the
applicable Participant to transfer such beneficial owner's interest in the
Global Note or Notes representing such Book-Entry Notes, on the Depository's
records, to the Trustee. See "Book-Entry System".
If applicable, Fleet will comply with the requirements of Rule 14e-1 under
the Securities Exchange Act of 1934, as amended, and any other securities laws
or regulations in connection with any such repayment.
Fleet may at any time purchase Registered Notes at any price in the open
market or otherwise. Registered Notes so purchased by Fleet may be held or
resold or, at the discretion of Fleet, may be surrendered to the Trustee for
cancellation.
OTHER PROVISIONS; ADDENDA
Any provisions with respect to the Notes, including the determination of
Base Rate, the calculation of the interest rate applicable to a Floating Rate
Note, and the specification of one or more Base Rates, the Interest Payment
Date, the Maturity Date or any other term relating thereto, may be modified as
specified under "Other Provisions" on the face of such Note or in an Addendum
relating thereto, if so specified on the face of such Note and in the applicable
Pricing Supplement.
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BOOK-ENTRY SYSTEM
Upon issuance, all Book-Entry Notes denominated in the same currency and
having the same issue date, rank (senior or subordinated), original issue
discount provisions, if any, Maturity Date, redemption provisions, if any,
repayment provisions, if any, Interest Payment Dates, Interest Period, Record
Dates and, in the case of Fixed Rate Notes, interest rate or, in the case of
Floating Rate Notes, the Base Rate, Initial Interest Rate, Index Maturity,
Interest Reset Dates, Spread or Spread Multiplier, if any, Minimum Interest
Rate, if any, and Maximum Interest Rate, if any, will be represented by a single
Global Security. Each Global Security representing Book-Entry Notes will be
deposited with, or on behalf of, the Depository or such other depositary as is
specified in the Pricing Supplement, and registered in the name of a nominee of
the Depository. Book-Entry Notes will not be exchangeable for certificated
Registered Notes and, except under the circumstances described below, will not
otherwise be issuable in definitive form.
The Registered Notes will be issued in the form of one or more fully
registered global securities (collectively, the "Global Note") which will be
deposited with, or on behalf of, the Depository and registered in the name of
the Depository's nominee. Except as set forth below, the Global Note may be
transferred, in whole or in part, only by the Depository to a nominee of the
Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by the Depository or any nominee to a successor
depository or any nominee of such successor.
The Depository has advised as follows: The Depository is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Exchange Act. The Depository holds securities that its
participants ("Participants") deposit with the Depository. The Depository also
facilitates the settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers (including the Agents, other than
Fleet-MA), banks, trust companies, clearing corporations and certain other
organizations. The Depository is owned by a number of its direct Participants
and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and
the National Association of Securities Dealers, Inc. Access to the Depository's
system is also available to Fleet-MA and others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly ("indirect participants"). Persons
who are not Participants may own beneficial interests in securities held by the
Depository only through Participants or indirect participants. The Rules
applicable to the Depository and its Participants are on file with the
Commission.
The Depository has advised that pursuant to procedures established by it (i)
upon issuance of the Global Note by Fleet, the Depository will credit the
accounts of the Participants designated by the Agents with the principal amount
of the Registered Notes purchased by the Agents and (ii) ownership of beneficial
interests in the Global Note will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the Depository
(with respect to Participants' interests), the Participants and the indirect
participants (with respect to the owners of beneficial interests in such Global
Note). The laws of some states may require that certain persons take physical
delivery in definitive form of securities which they own. Consequently, such
persons may be prohibited from purchasing beneficial interests in the Global
Note from any beneficial owner or otherwise.
So long as the Depository's nominee is the registered owner of the Global
Note, such nominee for all purposes will be considered the sole owner or holder
of the Registered Notes represented by such Global Note for all purposes under
the applicable Indenture. Except as provided below, owners of beneficial
interests in the Global Note will not be entitled to have any of the Registered
Notes
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represented by such Global Note registered in their names, will not receive or
be entitled to receive physical delivery of the Registered Notes in definitive
form and will not be considered the owners or holders thereof under the
applicable Indenture. Accordingly, each person owning a beneficial interest in
the Global Note must rely on the procedures of the Depository and, if such
person is not a Participant, on the procedures of the Participant and, if
applicable, the indirect participant, through which such person owns its
interest, to exercise any rights of a holder under the applicable Indenture.
Fleet understands that under existing practice, in the event that Fleet requests
any action of the holders or a beneficial owner desires to take any action a
holder is entitled to take, the Depository would act upon the instructions of,
or authorize, the Participant to take such action.
Principal and interest payments on the Global Note registered in the name of
the Depository's nominee will be made to the Depository's nominee as the
registered owner of such Global Note. Fleet and the Trustee will treat the
person in whose name the Global Note is registered as the owner of such Global
Note for the purpose of receiving payment of principal and interest on the
Registered Notes and for all other purposes whatsoever. None of Fleet, the
Trustee, the Paying Agent or the Security Registrar has any responsibility or
liability for the payment of principal or interest on the Registered Notes to
owners of beneficial interests in the Global Note. The Depository has advised
that upon receipt of any payment of principal or interest in respect of the
Global Note, it will immediately credit the accounts of the Participants with
such payment in amounts proportionate to their respective beneficial interests
in such Global Note as shown on the records of the Depository. Payments by
Participants and indirect participants to owners of beneficial interests in the
Global Note will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name," and will be the responsibility of the
Participants or indirect participants.
None of Fleet, the Trustee, the Paying Agent or the Security Registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the Global
Note, of for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
The Global Note representing all but not part of the Registered Notes being
offered hereby is exchangeable for Registered Notes in definitive form of like
tenor and terms if (i) the Depository notifies Fleet that it is unwilling or
unable to continue as depository for such Global Note or if at any time the
Depository ceases to be a clearing agency registered under the Exchange Act,
and, in either case, a successor depository is not appointed by Fleet within 90
days of receipt by Fleet of such notice or of Fleet becoming aware of such
ineligibility, (ii) Fleet in its discretion at any time determines not to have
all of the Registered Notes represented by the Global Note and notifies the
Trustee thereof, or (iii) an Event of Default has occurred and is continuing
with respect to the Registered Notes. The Global Note exchangeable pursuant to
the preceding sentence shall be exchangeable for Registered Notes issuable in
authorized denominations and registered in such names as the Depository holding
such Global Note shall direct. Subject to the foregoing, a Global Note is not
exchangeable, except for a Registered Note or Notes of the same aggregate
denomination to be registered in the name of the depository or its nominee or in
the name of a successor or the Depository or a nominee of such successor.
A further description of the Depository's procedures with respect to Global
Notes representing Book-Entry Notes is set forth in the Basic Prospectus under
"Description of Debt Securities--Global Securities". The Depository has
confirmed that it intends to follow such procedures.
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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
GENERAL
The following summary of certain United States Federal income tax
consequences of the purchase, ownership and disposition of the Registered Notes
is based upon laws, regulations, rulings and decisions now in effect, all of
which are subject to change (including changes in effective dates) or possible
differing interpretations. It deals only with Registered Notes held as capital
assets and does not purport to deal with persons in special tax situations, such
as financial institutions, insurance companies, regulated investment companies,
dealers in securities or currencies, persons holding Registered Notes as a hedge
against currency risks or as a position in a "straddle" for tax purposes, or
persons whose functional currency is not the United States dollar. It also does
not deal with holders other than original purchasers (except where otherwise
specifically noted). Persons considering the purchase of the Registered Notes
should consult their own tax advisors concerning the application of United
States Federal income tax laws to their particular situations as well as any
consequences of the purchase, ownership and disposition of the Registered Notes
arising under the laws of any other taxing jurisdiction.
As used herein, the term "U.S. Holder" means a beneficial owner of a
Registered Note that is for United States Federal income tax purposes (i) a
citizen or resident of the United States, (ii) a corporation, partnership or
other entity created or organized in or under the laws of the United States or
of any political subdivision thereof, (iii) an estate or trust the income of
which is subject to United States Federal income taxation regardless of its
source, or (iv) any other person whose income or gain in respect of a Registered
Note is effectively connected with the conduct of a United States trade or
business. As used herein, the term "non-U.S. Holder" means a holder of a
Registered Note that is not a U.S. Holder.
U.S. HOLDERS
Payments of Interest. Payments of interest on a Registered Note generally
will be taxable to a U.S. Holder as ordinary interest income at the time such
payments are accrued or are received (in accordance with the U.S. Holder's
regular method of tax accounting).
Original Issue Discount. The following summary is a general discussion of
the United States Federal income tax consequences to U.S. Holders of the
purchase, ownership and disposition of Registered Notes issued with original
issue discount ("Discount Notes"). The following summary is based upon final
Treasury regulations (the "OID Regulations") issued by the Internal Revenue
Service ("IRS") on January 27, 1994 under the original issue discount provisions
of the Internal Revenue Code of 1986, as amended (the "Code"). The OID
Regulations, which replaced certain proposed original issue discount regulations
that were issued on December 21, 1992, generally apply to debt instruments
issued on or after April 4, 1994. In addition, taxpayers may rely on the OID
Regulations for debt instruments issued after December 21, 1992.
For United States Federal income tax purposes, original issue discount is
the excess of the stated redemption price at maturity of a Registered Note over
its issue price, if such excess equals or exceeds a de minimis amount (generally
1/4 of 1% of the Registered Note's stated redemption price at maturity
multiplied by the number of complete years to its maturity from its issue date).
The issue price of an issue of Registered Notes equals the first price at which
a substantial amount of such Registered Notes has been sold other than to
underwriters, placement agents or wholesalers. The stated redemption price at
maturity of a Registered Note is the sum of all payments provided by the
Registered Note other than "qualified stated interest" payments. The term
"qualified stated interest" generally means stated interest that is
unconditionally payable in cash or property (other than debt instruments of the
issuer) at least annually at a single fixed rate or at certain floating rates.
In addition, under the OID Regulations,
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if a Registered Note bears interest for one or more accrual periods at a rate
below the rate applicable for the remaining term of such Registered Note (e.g.,
Registered Notes with teaser rates or interest holidays), and if the greater of
either the resulting foregone interest on such Registered Note or any "true"
discount on such Registered Note (i.e., the excess of the Registered Note's
stated principal amount over its issue price) equals or exceeds a specified de
minimis amount, then the stated interest on the Registered Note would be treated
as original issue discount rather than qualified stated interest.
Payments of qualified stated interest on a Registered Note are taxable to a
U.S. Holder as ordinary interest income at the time such payments are accrued or
are received (in accordance with the U.S. Holder's regular method of tax
accounting). A U.S. Holder of a Discount Note must include original issue
discount in income as ordinary interest for United States Federal income tax
purposes as it accrues under a constant yield method in advance of receipt of
the cash payments attributable to such income, regardless of such U.S. Holder's
regular method of tax accounting. In general, the amount of original issue
discount included in income by the initial U.S. Holder of a Discount Note is the
sum of the daily portions of original issue discount with respect to such
Discount Note for each day during the taxable year (or portion of the taxable
year) on which such U.S. Holder held such Discount Note. The "daily portion" of
original issue discount on any Discount Note is determined by allocating to each
day in any accrual period a ratable portion of the original issue discount
allocable to that accrual period. An "accrual period" may be of any length and
the accrual periods may vary in length over the term of the Discount Note,
provided that each accrual period is no longer than one year and each scheduled
payment of principal or interest occurs either on the final day of an accrual
period or on the first day of an accrual period. The amount of original issue
discount allocable to each accrual period is generally equal to the difference
between (i) the product of the Discount Note's adjusted issue price at the
beginning of such accrual period and its yield to maturity (determined on the
basis of compounding at the close of each accrual period and appropriately
adjusted to take into account the length of the particular accrual period) and
(ii) the amount of any qualified stated interest payments allocable to such
accrual period. The "adjusted issue price" of a Discount Note at the beginning
of any accrual period is the sum of the issue price of the Discount Note plus
the amount of original issue discount allocable to all prior accrual periods
minus the amount of any prior payments on the Discount Note that were not
qualified stated interest payments. Under these rules, U.S. Holders generally
will have to include in income increasingly greater amounts of original issue
discount in successive accrual periods.
If a portion of the initial purchase price of a Registered Note is
attributable to interest that accrued prior to the Registered Note's issue date,
the first stated interest payment on the Registered Note is to be made within
one year of the Registered Note's issue date and such payment will equal or
exceed the amount of pre-issuance accrued interest, then the issue price will be
decreased by the amount of pre-issuance accrued interest, in which case a
portion of the first stated interest payment will be treated as a return of the
excluded pre-issuance accrued interest and not as an amount payable on the
Registered Note.
The OID Regulations contain certain special rules that generally allow any
reasonable method to be used in determining the amount of OID allocable to a
short initial accrual period (if all other accrual periods are of equal length)
and require that the amount of OID allocable to the final accrual period equal
the excess of the amount payable at the maturity of the Discount Note (other
than any payment of qualified stated interest) over the Discount Note's adjusted
issue price as of the beginning of such final accrual period. In addition, if an
interval between payments of qualified stated interest on a Discount Note
contains more than one accrual period, then the amount of qualified stated
interest payable at the end of such interval is allocated pro rata (on the basis
of their relative lengths) between the accrual periods contained in the
interval.
A U.S. Holder who purchases a Discount Note for an amount that is greater
than its adjusted issue price as of the purchase date and less than or equal to
its stated redemption price at maturity will be considered to have purchased the
Discount Notes at an "acquisition premium." Under the acquisition
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premium rules, the amount of original issue discount which such U.S. Holder must
include in its gross income with respect to such Discount Note for any taxable
year (or portion thereof in which the U.S. Holder holds the Discount Note) will
be reduced (but not below zero) by the portion of the acquisition premium
properly allocable to the period.
Under the OID Regulations, Floating Rate Notes and Indexed Notes ("Variable
Notes") are subject to special rules whereby a Variable Note will qualify as a
"variable rate debt instrument" if (a) its issue price does not exceed the total
noncontingent principal payments due under the Variable Note by more than a
specified de minimis amount and (b) it provides for stated interest, paid or
compounded at least annually, at current values of (i) one or more qualified
floating rates, (ii) a single fixed rate and one or more qualified floating
rates, (iii) a single objective rate, or (iv) a single fixed rate and single
objective rate that is a qualified inverse floating rate.
A "qualified floating rate" is any variable rate where variations in the
value of such rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the
Variable Note is denominated. Although a multiple of a qualified floating rate
will generally not itself constitute a qualified floating rate, a variable rate
equal to the product of a qualified floating rate and a fixed multiple that is
greater than zero but not more than 1.35 will constitute a qualified floating
rate. A variable rate equal to the product of a qualified floating rate and a
fixed multiple that is greater than zero but not more than 1.35, increased or
decreased by a fixed rate, will also constitute a qualified floating rate. In
addition, under the OID Regulations, two or more qualified floating rates that
can reasonably be expected to have approximately the same values throughout the
term of the Variable Note (e.g., two or more qualified floating rates with
values within 25 basis points of each other as determined on the Variable Note's
issue date) will be treated as a single qualified floating rate. Notwithstanding
the foregoing, a variable rate that would otherwise constitute a qualified
floating rate but which is subject to one or more restrictions such as a maximum
numerical limitation (i.e., a cap) or a minimum numerical limitation (i.e., a
floor) may, under certain circumstances, fail to be treated as a qualified
floating rate under the OID Regulations. An "objective rate" is a rate that is
not itself a qualified floating rate but which is determined using a single
fixed formula and which is based upon (i) one or more qualified floating rates,
(ii) one or more rates where each rate would be a qualified floating rate for a
debt instrument denominated in a currency other than the currency in which the
Variable Note is denominated, (iii) either the yield or changes in the price of
one or more items of actively traded personal property or (iv) a combination of
objective rates. The OID Regulations also provide that other variable interest
rates may be treated as objective rates if so designated by the IRS in the
future. Despite the foregoing, a variable rate of interest on a Variable Note
will not constitute an objective rate if it is reasonably expected that the
average value of such rate during the first half of the Variable Note's term
will be either significantly less than or significantly greater than the average
value of the rate during the final half of the Variable Note's term. A
"qualified inverse floating rate" is any objective rate where such rate is equal
to a fixed rate minus a qualified floating rate, as long as variations in the
rate can reasonably be expected to inversely reflect contemporaneous variations
in the cost of newly borrowed funds. The OID Regulations also provide that if a
Variable Note provides for stated interest at a fixed rate for an initial period
of less than one year followed by a variable rate that is either a qualified
floating rate or an objective rate and if the variable rate on the Variable
Note's issue date is intended to approximate the fixed rate (e.g., the value of
the variable rate on the issue date does not differ from the value of the fixed
rate by more than 25 basis points), then the fixed rate and the variable rate
together will constitute either a single qualified floating rate or objective
rate, as the case may be.
If a Variable Note that provides for stated interest at either a single
qualified floating rate or a single objective rate throughout the term thereof
qualifies as a "variable rate debt instrument" under the OID Regulations, then
any stated interest on such Note which is unconditionally payable in cash or
property (other than debt instruments of the issuer) at least annually will
constitute qualified stated
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interest and will be taxed accordingly. Thus, a Variable Note that provides for
stated interest at either a single qualified floating rate or a single objective
rate throughout the term thereof and that qualifies as a "variable rate debt
instrument" under the OID Regulations will generally not be treated as having
been issued with original issue discount unless the Variable Note is issued at a
"true" discount (i.e., at a price below the Note's stated principal amount) in
excess of a specified de minimis amount. Original issue discount on such a
Variable Note arising from "true" discount is allocated to an accrual period
using the constant yield method described above.
In general, any other Variable Note that qualifies as a "variable rate debt
instrument" will be converted into an "equivalent" fixed rate debt instrument
for purposes of determining the amount and accrual of original issue discount
and qualified stated interest on the Variable Note. The OID Regulations
generally require that such a Variable Note be converted into an "equivalent"
fixed rate debt instrument by substituting any qualified floating rate or
qualified inverse floating rate provided for under the terms of the Variable
Note with a fixed rate equal to the value of the qualified floating rate or
qualified floating rate, as the case may be, as of the Variable Note's issue
date. Any objective rate (other than a qualified inverse floating rate) provided
for under the terms of the Variable Note is converted into a fixed rate that
reflects the yield that is reasonably expected for the Variable Note. In the
case of a Variable Note that qualifies as a "variable rate debt instrument" and
provides for stated interest at a fixed rate in addition to either one or more
qualified floating rates or a qualified inverse floating rate, the fixed rate is
initially converted into a qualified floating rate (or a qualified inverse
floating rate, if the Variable Note provides for a qualified inverse floating
rate). Under such circumstances, the qualified floating rate or qualified
inverse floating rate that replaces the fixed rate must be such that the fair
market value of the Variable Note as of the Variable Note's issue date is
approximately the same as the fair market value of an otherwise identical debt
instrument that provides for either the qualified floating rate or qualified
inverse floating rate rather than the fixed rate. Subsequent to converting the
fixed rate into either a qualified floating rate or a qualified inverse floating
rate, the Variable Note is then converted into an "equivalent" fixed rate debt
instrument in the manner described above.
Once the Variable Note is converted into an "equivalent" fixed rate debt
instrument pursuant to the foregoing rules, the amount of original issue
discount and qualified stated interest, if any, are determined for the
"equivalent" fixed rate debt instrument by applying the general original issue
discount rules to the "equivalent" fixed rate debt instrument and a U.S. Holder
of the Variable Note will account for such original issue discount and qualified
stated interest as if the U.S. Holder held the "equivalent" fixed rate debt
instrument. Each accrual period appropriate adjustments will be made to the
amount of qualified stated interest or original issue discount assumed to have
been accrued or paid with respect to the "equivalent" fixed rate debt instrument
in the event that such amounts differ from the actual amount of interest accrued
or paid on the Variable Note during the accrual period.
If a Variable Note does not qualify as a "variable rate debt instrument"
under the OID Regulations, then the Variable Note would be treated as a
contingent payment debt obligation. It is not entirely clear under current law
how a Variable Note would be taxed if such Variable Note were treated as a
contingent payment debt obligation. The proper United States Federal income tax
treatment of Variable Notes that are treated as contingent payment debt
obligations will be more fully described in the applicable Pricing Supplement.
Certain of the Registered Notes (i) may be redeemable at the option of Fleet
prior to their stated maturity (a "call option") and/or (ii) may be repayable at
the option of the holder prior to their stated maturity (a "put option").
Registered Notes containing such features may be subject to rules that differ
from the general rules discussed above. Investors intending to purchase
Registered Notes with such features should consult their own tax advisors, since
the original issue discount consequences will depend, in part, on the particular
terms and features of the purchased Registered Notes.
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U.S. Holders may generally, upon election, include in income all interest
(including stated interest, acquisition discount, original issue discount, de
minimis original issue discount, market discount, de minimis market discount,
and unstated interest, as adjusted by any amortizable bond premium or
acquisition premium) that accrues on a debt instrument by using the constant
yield method applicable to original issue discount, subject to certain
limitations and exceptions. This election is only available for debt instruments
issued on or after April 4, 1994. In applying the constant yield method to a
Registered Note with respect to which this election has been made, the issue
price of the Registered Note will equal the electing U.S. Holder's adjusted
basis in the Registered Note immediately after its acquisition, the issue date
of the Registered Note will be the date of its acquisition by the electing U.S.
Holder, and no payments on the Registered Note will be treated as payments of
qualified stated interest. This election is generally applicable only to the
Registered Note with respect to which it is made and may not be revoked without
the consent of the IRS. If this election is made with respect to a Registered
Note with amortizable bond premium, the electing U.S. Holder will be deemed to
have elected to apply amortizable bond premium against interest with respect to
all debt instruments with amortizable bond premium (other than debt instruments
the interest on which is excludible from gross income) held by such electing
U.S. Holder as of the beginning of the taxable year in which the election is
made or any debt instruments acquired thereafter. The deemed election with
respect to amortizable bond premium may not be revoked without the consent of
the IRS.
If the election described above to apply the constant yield method to all
interest on a Registered Note is made with respect to a Market Discount Note, as
defined above, then the electing U.S. Holder will be treated as having made the
election discussed above under "Notes Purchased at a Market Discount" to include
market discount in income currently over the life of all debt instruments held
or thereafter acquired by such U.S. Holder.
Short-Term Notes. Registered Notes that have a fixed maturity of one year or
less ("Short-Term Notes") will be treated as having been issued with original
issue discount. In general, an individual or other cash method U.S. Holder is
not required to accrue such original issue discount unless the U.S. Holder
elects to do so. If such an election is not made, any gain recognized by the
U.S. Holder on the sale, exchange or maturity of the Short-Term Note will be
ordinary income to the extent of the original issue discount accrued on a
straight-line basis, or upon election under the constant yield method (based on
daily compounding), through the date of sale or maturity, and a portion of the
deductions otherwise allowable to the U.S. Holder for interest on borrowings
allocable to the Short-Term Note will be deferred until a corresponding amount
of income is realized. U.S. Holders who report income for United States Federal
income tax purposes under the accrual method, and certain other holders
including banks and dealers in securities, are required to accrue original issue
discount on a Short-Term Note on a straight-line basis unless an election is
made to accrue the original issue discount under a constant yield method (based
on daily compounding).
Any U.S. Holder of a Short-Term Note can elect to apply the rules in the
preceding paragraph taking into account the amount of "acquisition discount", if
any, with respect to the Short-Term Note (rather than the OID with respect to
such Short-Term Note). Acquisition discount is the excess of the stated
redemption price at maturity of the Short-Term Note over the U.S. Holder's
purchase price therefor. Acquisition discount will be treated as accruing on a
ratable basis or, at the election of the U.S. Holder, on a constant-yield basis.
For purposes of determining the amount of OID subject to these rules, the
OID Regulations provide that no interest payments on a Short-Term Note are
qualified stated interest, but instead such interest payments are included in
the Short-Term Note's stated redemption price at maturity.
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Market Discount. If a U.S. Holder purchases a Registered Note, other than a
Discount Note, for an amount that is less than its issue price (or, in the case
of a subsequent purchaser, its stated redemption price at maturity) or, in the
case of a Discount Note, for an amount that is less than its adjusted issue
price as of the purchase date, the amount of the difference will be treated as
"market discount," unless such difference is less than a specified de minimis
amount. The market discount rules do not apply to Short-Term Notes.
Under the market discount rules, a U.S. Holder will be required to treat any
partial principal payment (or, in the case of a Discount Note, any payment that
does not constitute qualified stated interest) on, or any gain realized on the
sale, exchange, retirement or other disposition of, a Registered Note as
ordinary income to the extent of the lesser of (i) the amount of such payment or
realized gain or (ii) the market discount which has not previously been included
in income and is treated as having accrued on such Registered Note at the time
of such payment or disposition. Market discount will be considered to accrue
ratably during the period from the date of acquisition to the maturity date of
the Registered Note, unless the U.S. Holder elects to accrue market discount on
the basis of semiannual compounding. Such an election is applicable only to the
Market Discount Note with respect to which it is made and is irrevocable.
A U.S. Holder may be required to defer the deduction of all or a portion of
the interest paid or accrued on any indebtedness incurred or maintained to
purchase or carry a Registered Note with market discount until the maturity of
the Registered Note or its earlier disposition in a taxable transaction, because
a current deduction is only allowed to the extent the interest expense exceeds
an allocable portion of market discount. A U.S. Holder may elect to include
market discount in income currently as it accrues (on either a ratable or
semiannual compounding basis), in which case the rules described above regarding
the treatment as ordinary income of gain upon the disposition of the Registered
Note and upon the receipt of certain cash payments and regarding the deferral of
interest deductions will not apply. Generally, such currently included market
discount is treated as ordinary interest for United States Federal income tax
purposes. Such an election applies to all debt instruments with market discount
acquired by the electing U.S. Holder on or after the first day of the first
taxable year to which the election applies and may not be revoked without the
consent of the IRS.
Premium. If a U.S. Holder purchases a Registered Note for an amount that is
greater than its stated redemption price at maturity, such U.S. Holder will be
considered to have purchased the Registered Note with "amortizable bond premium"
equal in amount to such excess. A U.S. Holder may elect to amortize such premium
using a constant yield method over the remaining term of the Registered Note and
may offset interest otherwise required to be included in respect of the
Registered Note during any taxable year by the amortized amount of such excess
for the taxable year. However, if the Registered Note may be optionally redeemed
after the U.S. Holder acquires it at a price in excess of its stated redemption
price at maturity, special rules would apply which could result in a deferral of
the amortization of some bond premium until later in the term of the Registered
Note. Any election to amortize bond premium is applicable to all bonds (other
than bonds the interest on which is excludible from gross income) held by the
U.S. Holder at the beginning of the first taxable year to which the election
applies or thereafter acquired by the U.S. Holder, and may not be revoked
without the consent of the IRS. See also "Original Issue Discount--Election to
Treat All Interest as Original Issue Discount".
Disposition of a Registered Note. Except as discussed above, upon the sale,
exchange or retirement of a Registered Note, a U.S. Holder generally will
recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or retirement and such U.S. Holder's adjusted tax
basis in the Registered Note. A U.S. Holder's adjusted tax basis in a Registered
Note generally will equal such U.S. Holder's initial investment in the
Registered Note increased by any original issue discount included in income (and
accrued market discount (or acquisition discount, in the case of a Short-Term
Note), if any, if the U.S. Holder has included such market discount in income)
and decreased by the amount of any payments, other than qualified stated
interest payments, received
S-26
<PAGE>
and amortizable bond premium taken with respect to such Registered Note. Such
gain or loss generally will be long-term capital gain or loss if the Registered
Note were held for more than one year.
REGISTERED NOTES DENOMINATED OR ON WHICH INTEREST IS PAYABLE IN A FOREIGN
CURRENCY
As used herein, "Foreign Currency" means a currency or currency unit other
than U.S. dollars.
Payments of Interest in a Foreign Currency.
Cash Method. A U.S. Holder who uses the cash method of accounting for United
States Federal income tax purposes and who receives a payment of interest on a
Registered Note (other than original issue discount or market discount) will be
required to include in income the U.S. dollar value of the Foreign Currency
payment (determined on the date such payment is received) regardless of whether
the payment is in fact converted to U.S. dollars at that time, and such U.S.
dollar value will be the U.S. Holder's tax basis in such Foreign Currency.
Accrual Method. A U.S. Holder who uses the accrual method of accounting for
United States Federal income tax purposes, or who otherwise is required to
accrue interest prior to receipt, will be required to include in income the U.S.
dollar value of the amount of interest income (including original issue discount
or market discount and reduced by amortizable bond premium to the extent
applicable) that has accrued and is otherwise required to be taken into account
with respect to a Registered Note during an accrual period. The U.S. dollar
value of such accrued income will be determined by translating such income at
the average rate of exchange for the accrual period or, with respect to an
accrual period that spans two taxable years, at the average rate for the partial
period within the taxable year. A U.S. Holder may elect, however, to translate
such accrued interest income using the rate of exchange on the last day of the
accrual period or, with respect to an accrual period that spans two taxable
years, using the rate of exchange on the last day of the taxable year. If the
last day of an accrual period is within five business days of the date of
receipt of the accrued interest, a U.S. Holder may translate such interest using
the rate of exchange on the date of receipt. The above election will apply to
other debt obligations held by the U.S. Holder and may not be changed without
the consent of the IRS. A U.S. Holder should consult a tax advisor before making
the above election. A U.S. Holder will recognize exchange gain or loss (which
will be treated as ordinary income or loss) with respect to accrued interest
income on the date such income is received. The amount of ordinary income or
loss recognized will equal the difference, if any, between the U.S. dollar value
of the Foreign Currency payment received (determined on the date such payment is
received) in respect of such accrual period and the U.S. dollar value of
interest income that has accrued during such accrual period (as determined
above).
Purchase, Sale and Retirement of Registered Notes. A U.S. Holder who
purchases a Registered Note with previously owned Foreign Currency will
recognize ordinary income or loss in an amount equal to the difference, if any,
between such U.S. Holder's tax basis in the Foreign Currency and the U.S. dollar
fair market value of the Foreign Currency used to purchase the Registered Note,
determined on the date of purchase.
Except as discussed above with respect to Short-Term Notes, upon the sale,
exchange or retirement of a Registered Note, a U.S. Holder will recognize
taxable gain or loss equal to the difference between the amount realized on the
sale, exchange or retirement and such U.S. Holder's adjusted tax basis in the
Registered Note. Such gain or loss generally will be capital gain or loss
(except to the extent of any accrued market discount not previously included in
the U.S. Holder's income) and will be long-term capital gain or loss if at the
time of sale, exchange or retirement the Registered Note has been held by such
U.S. Holder for more than one year. To the extent the amount realized represents
accrued but unpaid interest, however, such amounts must be taken into account as
interest income, with exchange gain or loss computed as described in "Payments
of Interest in a Foreign Currency" above. If a U.S. Holder receives Foreign
Currency on such a sale, exchange or retirement the amount realized will be
based on the U.S. dollar value of the Foreign Currency on (i) the date of
receipt of such Foreign
S-27
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Currency in the case of a cash basis U.S. Holder and (ii) the date of
disposition in the case of an accrual basis U.S. Holder. In the case of a
Registered Note that is denominated in Foreign Currency and is traded on an
established securities market, a cash basis U.S. Holder (or, upon election, an
accrual basis U.S. Holder) will determine the U.S. dollar value of the amount
realized by translating the Foreign Currency payment at the spot rate of
exchange on the settlement date of the sale. A U.S. Holder's adjusted tax basis
in a Registered Note will equal the cost of the Registered Note to such holder,
increased by the amounts of any market discount or original issue discount
previously included in income by the holder with respect to such Registered Note
and reduced by any amortized acquisition or other premium and any principal
payments received by the holder. A U.S. Holder's tax basis in a Registered Note,
and the amount of any subsequent adjustments to such holder's tax basis, will be
the U.S. dollar value of the Foreign Currency amount paid for such Registered
Note, or of the Foreign Currency amount of the adjustment, determined on the
date of such purchase or adjustment.
Gain or loss realized upon the sale, exchange or retirement of a Registered
Note that is attributable to fluctuations in currency exchange rates will be
ordinary income or loss which will not be treated as interest income or expense.
Gain or loss attributable to fluctuations in exchange rates will equal the
difference between the U.S. dollar value of the Foreign Currency principal
amount of the Registered Note, determined on the date such payment is received
or the Registered Note is disposed of, and the U.S. dollar value of the Foreign
Currency principal amount of the Registered Note, determined on the date the
U.S. Holder acquired the Registered Note. Such Foreign Currency gain or loss
will be recognized only to the extent of the total gain or loss realized by the
U.S. Holder on the sale, exchange or retirement of the Registered Note.
Original Issue Discount. In the case of a Discount Note or Short-Term Note,
(i) original issue discount is determined in units of the Foreign Currency, (ii)
accrued original issue discount is translated into U.S. dollars as described in
"Payments of Interest in a Foreign Currency--Accrual Method" above, and (iii)
the amount of Foreign Currency gain or loss on the accrued original issue
discount is determined by comparing the amount of income received attributable
to the discount (either upon payment, maturity or an earlier disposition), as
translated into U.S. dollars at the rate of exchange on the date of such
receipt, with the amount of original issue discount accrued, as translated
above.
Premium and Market Discount. In the case of a Registered Note with market
discount, (i) market discount is determined in units of the Foreign Currency,
(ii) accrued market discount taken into account upon the receipt of any partial
principal payment or upon the sale, exchange, retirement or other disposition of
the Registered Note (other than accrued market discount required to be taken
into account currently) is translated into U.S. dollars at the exchange rate on
such disposition date (and no part of such accrued market discount is treated as
exchange gain or loss), and (iii) accrued market discount currently includible
in income by a U.S. Holder for any accrual period is translated into U.S.
dollars on the basis of the average exchange rate in effect during such accrual
period, and the exchange gain or loss is determined upon the receipt of any
partial principal payment or upon the sale, exchange, retirement or other
disposition of the Registered Note in the manner described in "Payments of
Interest in a Foreign Currency--Accrual Method" above with respect to
computation of exchange gain or loss on accrued interest.
With respect to a Registered Note issued with amortizable bond premium, such
premium is determined in the relevant Foreign Currency and reduces interest
income in units of the Foreign Currency. Although not entirely clear, a U.S.
Holder should recognize exchange gain or loss equal to the difference between
the U.S. dollar value of the bond premium amortized with respect to a period,
determined on the date the interest attributable to such period is received, and
the U.S. dollar value of the bond premium determined on the date of the
acquisition of the Registered Note.
Exchange of Foreign Currencies. A U.S. Holder will have a tax basis in any
Foreign Currency received as interest or on the sale, exchange or retirement of
a Registered Note equal to the U.S. dollar value of such Foreign Currency,
determined at the time the interest is received or at the time of the sale,
S-28
<PAGE>
exchange or retirement. Any gain or loss realized by a U.S. Holder on a sale or
other disposition of Foreign Currency (including its exchange for U.S. dollars
or its use to purchase Registered Notes) will be ordinary income or loss.
NON-U.S. HOLDERS
A non-U.S. Holder will not be subject to United States Federal income taxes
on payments of principal, premium (if any) or interest (including original issue
discount, if any) on a Registered Note, unless such non-U.S. Holder is a direct
or indirect 10% or greater shareholder of Fleet, a controlled foreign
corporation related to Fleet or a bank receiving interest described in section
881(c)(3)(A) of the Code. To qualify for the exemption from taxation, the last
United States payor in the chain of payment prior to payment to a non-U.S.
Holder (the "Withholding Agent") must have received in the year in which a
payment of interest or principal occurs, or in either of the two preceding
calendar years, a statement that (i) is signed by the beneficial owner of the
Registered Note under penalties of perjury, (ii) certifies that such owner is
not a U.S. Holder, and (iii) provides the name and address of the beneficial
owner. The statement may be made on an IRS Form W-8 or a substantially similar
form, and the beneficial owner must inform the Withholding Agent of any change
in the information on the statement within 30 days of such change. If a
Registered Note is held through a securities clearing organization or certain
other financial institutions, the organization or institution may provide a
signed statement to the Withholding Agent. However, in such case, the signed
statement must be accompanied by a copy of the IRS Form W-8 or the substitute
form provided by the beneficial owner to the organization or institution. The
Treasury Department is considering implementation of further certification
requirements aimed at determining whether the issuer of a debt obligation is
related to holders thereof.
If a non-U.S. Holder is engaged in a trade or business in the United States
and interest (including OID) on the Registered Note is effectively connected
with the conduct of such trade or business, the non-U.S. Holder, although exempt
from the withholding tax discussed in the preceding paragraph (provided that
such holder furnishes a properly executed IRS Form 4224 on or before any payment
date to claim such exemption), may be subject to U.S. Federal income tax on such
interest (or OID) in the same manner as if it were a U.S. Holder. In addition,
if the non-U.S. Holder is a foreign corporation, it may be subject to a branch
profits tax equal to 30% of its effectively connected earnings and profits for
the taxable year, subject to certain adjustments. For purposes of the branch
profits tax, interest (including OID) on a Registered Note will be included in
the earnings and profits of such holder if such interest (or OID) is effectively
connected with the conduct by such holder of a trade or business in the United
States. In lieu of the certificate described in the preceding paragraph, such a
holder must provide the payor with a properly executed IRS Form 4224 to claim an
exemption from U.S. Federal withholding tax.
Any capital gain, market discount or exchange gain realized on the sale,
exchange, retirement or other disposition of a Registered Note by a non-U.S.
Holder will not be subject to U.S. Federal income or withholding taxes if (i)
such gain is not effectively connected with a U.S. trade or business of the non-
U.S. Holder and (ii) in the case of an individual, such non-U.S. Holder (A) is
not present in the United States for 183 days or more in the taxable year of the
sale, exchange, retirement or other disposition or (B) does not have a tax home
(as defined in Section 911(d)(3) of the Code) in the United States in the
taxable year of the sale, exchange, retirement or other disposition and the gain
is not attributable to an office or other fixed place of business maintained by
such individual in the United States.
PURCHASERS OF REGISTERED NOTES THAT ARE NON-U.S. HOLDERS SHOULD CONSULT
THEIR OWN TAX ADVISORS WITH RESPECT TO THE POSSIBLE APPLICABILITY OF UNITED
STATES WITHHOLDING AND OTHER TAXES UPON INCOME REALIZED IN RESPECT OF THE
REGISTERED NOTES.
S-29
<PAGE>
The Registered Notes will not be includible in the estate of a non-U.S.
Holder unless the individual is a direct or indirect 10% or greater shareholder
of Fleet or, at the time of such individual's death, payments in respect of the
Registered Notes would have been effectively connected with the conduct by such
individual of a trade or business in the United States.
BACKUP WITHHOLDING
Backup withholding of United States Federal income tax at a rate of 31% may
apply to payments made in respect of the Registered Notes to registered owners
who are not "exempt recipients" and who fail to provide certain identifying
information (such as the registered owner's taxpayer identification number) in
the required manner. Generally, individuals are not exempt recipients, whereas
corporations and certain other entities generally are exempt recipients.
Payments made in respect of the Registered Notes to a U.S. Holder must be
reported to the IRS, unless the U.S. Holder is an exempt recipient or
establishes an exemption. Compliance with the identification procedures
described in the preceding section would establish an exemption from backup
withholding for those non-U.S. Holders who are not exempt recipients.
In addition, upon the sale of a Registered Note to (or through) a broker,
the broker must withhold 31% of the entire purchase price, unless either (i) the
broker determines that the seller is a corporation or other exempt recipient or
(ii) the seller provides, in the required manner, certain identifying
information and, in the case of a non-U.S. Holder, certifies that such seller is
a non-U.S. Holder (and certain other conditions are met). Such a sale must also
be reported by the broker to the IRS, unless either (i) the broker determines
that the seller is an exempt recipient or (ii) the seller certifies its non-U.S.
status (and certain other conditions are met). Certification of the registered
owner's non-U.S. status would be made normally on an IRS Form W-8 under
penalties of perjury, although in certain cases it may be possible to submit
other documentary evidence.
Payment of the proceeds from the sale of a Registered Note to or through a
foreign office of a broker will not be subject to information reporting or
backup withholding, except that if the broker is a United States person, a
controlled foreign corporation for United States tax purposes or a foreign
person 50 percent or more of whose gross income from all sources for the
three-year period ending with the close of its taxable year preceding the
payment was effectively connected with a U.S. trade or business, information
reporting may apply to such payments. Payment of the proceeds from a sale of a
Registered Note to or through the U.S. office of a broker is subject to
information reporting and backup withholding unless the holder or beneficial
owner certifies as to its taxpayer identification number or otherwise
establishes an exemption from information reporting and backup withholding.
Any amounts withheld under the backup withholding rules from a payment to a
beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States Federal income tax provided the required
information is furnished to the IRS.
PLAN OF DISTRIBUTION
The Registered Notes are offered on a continuing basis by Fleet through the
Agents, each of which has agreed to use reasonable efforts to solicit purchases
of the Registered Notes. Fleet will pay each Agent a commission in the form of a
discount ranging from .125% to .750% of the principal amount of each Registered
Note, depending on its Maturity Date, sold through such Agent. Fleet will have
the sole right to accept offers to purchase Registered Notes and may reject any
such offer, in whole or in part. Each Agent shall have the right, in its
discretion reasonably exercised, without notice to Fleet, to reject any offer to
purchase Registered Notes, in whole or in part. Fleet also may sell Registered
Notes to any Agent (other than Fleet-MA), acting as principal, at a discount to
be agreed upon at the time of sale, for resale to one or more investors at
varying prices related to prevailing market prices at the time of such resale,
as determined by such Agent. With respect to Registered Notes with a Maturity
Date that is longer than 30 years from the date of issue sold through any Agent,
the rate of commission (or
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<PAGE>
discount) will be negotiated at the time of sale and will be specified in the
applicable Pricing Supplement.
In addition to offering the Notes through the Agents as described herein,
Fleet may from time to time sell other Debt Securities. In such case, the sale
of any such Debt Securities may reduce correspondingly the maximum aggregate
amount of Notes that may be offered under this Prospectus Supplement.
In addition, the Agents may offer the Registered Notes they have purchased
as principal to other dealers. The Agents may sell Registered Notes to any
dealer at a discount and, unless otherwise specified in the applicable Pricing
Supplement, such discount allowed to any dealer will not be in excess of the
discount to be received by such Agent from the Company. Unless otherwise
indicated in the applicable Pricing Supplement, any Registered Note sold to an
Agent as principal will be purchased by such Agent at a price equal to 100% of
the principal amount thereof less a percentage equal to the commission
applicable to any agency sale of a Registered Note of identical maturity, and
may be resold by the Agent to investors and other purchasers from time to time
in one or more transactions, including negotiated transactions, at varying
prices determined at the time of sale or, if so agreed and set forth in the
applicable Pricing Supplement, at a fixed public offering price. After the
initial public offering of Registered Notes to be resold to investors and other
purchasers, the public offering price (in the case of a fixed price public
offering), concession and discount may be changed.
Fleet-MA, as an Agent of Fleet, will solicit purchases of the Registered
Notes only in minimum amounts of U.S. $150,000, or the equivalent in the
applicable foreign currency or currency unit and will solicit offers only from
customers of Fleet-MA or of other Fleet banking affiliates which it has reason
to believe are sophisticated institutional investors. Fleet-MA will have no
obligation to purchase Registered Notes from Fleet and will bear no credit risk
with respect to the Registered Notes.
Fleet also may sell Notes directly to investors in those jurisdictions where
it is authorized to do so. No commission will be payable nor will a discount be
allowed on any direct sales by Fleet.
Unless otherwise indicated in the applicable Pricing Supplement, payment of
the purchase price of Registered Notes will be required to be made in funds
immediately available in The City of New York on the date of settlement.
The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Act"). Fleet has agreed to indemnify
the Agents against and contribute toward certain liabilities, including
liabilities under the Act. Fleet has agreed to reimburse the Agents for certain
expenses.
Each of the Agents (other than Fleet-MA) and certain of its affiliates
engage from time to time in transactions (which may include commercial lending)
with and perform services for Fleet and its subsidiaries in the ordinary course
of their businesses. Fleet-MA is a wholly-owned subsidiary of Fleet
and engages in transactions with and performs services for Fleet and its other
subsidiaries in the ordinary course of business.
Fleet shall have the right to appoint additional agents from time to time.
If additional agents are named, the applicable Pricing Supplement will set forth
the name of such agent and other information as may be required.
The Registered Notes will not be listed on any securities exchange, and
there can be no assurance that the Registered Notes offered by this Prospectus
Supplement will be sold or that there will be a secondary market for the
Registered Notes or liquidity in the secondary market if one develops. Each of
the Agents may from time to time purchase and sell Registered Notes in the
secondary market, but is not obligated to do so.
S-31
<PAGE>
- ---------------------------------------- -----------------------------------
- ---------------------------------------- -----------------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON
HAS BEEN AUTHORIZED TO GIVE ANY U.S.$1,000,000,000
INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS SUPPLEMENT, ANY
PRICING SUPPLEMENT OR THE BASIC
PROSPECTUS IN CONNECTION WITH THE OFFER
MADE BY THIS PROSPECTUS SUPPLEMENT, ANY
PRICING SUPPLEMENT AND THE BASIC
PROSPECTUS AND, IF GIVEN OR MADE, SUCH FLEET FINANCIAL
INFORMATION OR REPRESENTATIONS MUST NOT GROUP, INC.
BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY FLEET OR BY THE AGENTS. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT,
ANY PRICING SUPPLEMENT AND THE BASIC SENIOR MEDIUM-TERM
PROSPECTUS NOR ANY SALE MADE HEREUNDER NOTES, SERIES J
AND THEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT SUBORDINATED MEDIUM-
THERE HAS BEEN NO CHANGE IN THE AFFAIRS TERM NOTES, SERIES K
OF FLEET SINCE THE DATE HEREOF OR
THEREOF. THIS PROSPECTUS SUPPLEMENT, ANY DUE NINE MONTHS
PRICING SUPPLEMENT AND THE BASIC OR MORE FROM
PROSPECTUS DO NOT CONSTITUTE AN OFFER OR DATE OF ISSUE
SOLICITATION BY ANYONE IN ANY STATE IN
WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
-------------------
TABLE OF CONTENTS [LOGO]
PAGE
----
PROSPECTUS SUPPLEMENT
Risk Factors..................... S-2
Important Currency Exchange
Information.................... S-3
Description of Registered
Notes.......................... S-4
Certain United States Federal
Income Tax Consequences........ S-21
Plan of Distribution............. S-30
PROSPECTUS
Available Information............ 2
Incorporation of Certain
Documents by Reference......... 2
Fleet Financial Group, Inc....... 3 FLEET BANK OF MASSACHUSETTS, N.A.
Consolidated Ratios of GOLDMAN, SACHS & CO.
Earnings to Fixed Charges...... 7 MERRILL LYNCH & CO.
Use of Proceeds.................. 7 J.P. MORGAN SECURITIES INC.
Description of Debt Securities... 8 SALOMON BROTHERS INC
Senior Debt Securities........... 13
Subordinated Debt Securities..... 15
Description of Warrants.......... 19
Plan of Distribution............. 20
Experts.......................... 20 PROSPECTUS SUPPLEMENT
Legal Opinions................... 21 DATED , 1996
- ---------------------------------------- -----------------------------------
- ---------------------------------------- -----------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED , 1996
PROSPECTUS
DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES
FLEET FINANCIAL GROUP, INC.
Fleet Financial Group, Inc., a Rhode Island corporation ("Fleet"), may offer
from time to time debt securities (the "Debt Securities"), which may be either
senior (the "Senior Debt Securities") or subordinated (the "Subordinated Debt
Securities") in priority of payment, and warrants to purchase Debt Securities
(the "Warrants"), having a public offering price of up to an aggregate of
$1,000,000,000 (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")). If Debt Securities are issued at original issue
discount, Fleet may issue such higher principal amount as may be sold for an
initial public offering price of up to $1,000,000,000 (less the dollar amount of
any securities previously issued hereunder), or the equivalent thereof in one or
more foreign currencies, foreign currency units, or composite currencies. The
Debt Securities and Warrants (collectively, the "Securities") may be offered
separately or as units with other securities, in separate series, in amounts and
at prices and terms to be set forth in an accompanying Prospectus Supplement (a
"Prospectus Supplement"). In addition, the Debt Securities may be convertible
into shares of Fleet's preferred stock (the "Preferred Stock"), depositary
shares representing Preferred Stock (the "Depositary Shares") or common stock
(the "Common Stock") on terms to be set forth in the accompanying Prospectus
Supplement. Pursuant to the terms of the Registration Statement of which this
Prospectus constitutes a part, Fleet may also offer and sell shares of its
Preferred Stock, which may be represented by Depositary Shares, shares of its
Common Stock or warrants to purchase Preferred Stock or Common Stock (the
"Equity Warrants"). Any such Preferred Stock, Depositary Shares, Common Stock or
Equity Warrants will be offered and issued pursuant to the terms of a separate
Prospectus contained in such Registration Statement. The aggregate amount of
Debt Securities and Warrants that may be offered and sold pursuant hereto is
subject to reduction as the result of the sale of any Preferred Stock,
Depositary Shares, Common Stock or Equity Warrants pursuant to such separate
Prospectus.
The specific terms of the Securities in respect of which this Prospectus is
being delivered will be set forth in the accompanying Prospectus Supplement,
together with the terms of the offering of the Securities and the initial price
and net proceeds to Fleet from the sale thereof. The Prospectus Supplement will
include, with regard to the particular Securities, the following information:
(i) in the case of Debt Securities, the specific designation, priority,
aggregate principal amount, denominations, currency or currency unit for which
Debt Securities may be purchased, currency or currency unit in which the
principal and any interest on Debt Securities is payable, location of the
offering, maturity, rate (which may be fixed or variable) and time of payment of
interest, if any, terms for redemption, if any, at the option of Fleet or the
holder, terms for sinking or purchase fund payments, if any, whether any Debt
Securities which are Subordinated Debt Securities will be subordinated to other
indebtedness of Fleet, the initial public offering price, if any, of the Debt
Securities, terms relating to temporary or permanent global securities, special
provisions relating to Debt Securities in bearer form, provisions regarding
registration of transfer or exchange, provisions relating to the payment of any
additional amounts, any conversion or exchange provisions and provisions
regarding original issue discount securities; (ii) in the case of Warrants, the
duration, offering price, exercise price and detachability of any such warrants;
and (iii) in the case of all Securities, whether such Securities will be offered
separately or as a unit with other securities. The Prospectus Supplement will
also contain information, where applicable, about certain United States federal
income tax considerations relating to, and any listing on a securities exchange
of, the Securities covered by the Prospectus Supplement.
Fleet may sell Securities to or through underwriters or dealers, and also
may sell Securities directly to other purchasers or through agents. See "Plan of
Distribution". If any agents or underwriters are involved in the sale of any of
the Securities, their names, any applicable fee, commission, purchase price or
discount arrangements with them will be set forth, or will be calculable from
the information set forth, in the Prospectus Supplement. Fleet may sell
Securities in an offering within the United States ("United States Offering") or
outside the United States ("International Offering").
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALE OF SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
THE SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF
ANY BANK OR NONBANK SUBSIDIARY OF FLEET AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER GOVERNMENT
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1996.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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AVAILABLE INFORMATION
Fleet is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Proxy statements, reports
and other information concerning Fleet can be inspected and copied at the
Commission's office at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and the Commission's Regional Offices in New York (Suite
1300, Seven World Trade Center, New York, New York 10048) and Chicago
(Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661), and copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Common Stock is listed on the New York Stock
Exchange. Reports, proxy material and other information concerning Fleet also
may be inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005. This Prospectus does not contain all the information
set forth in the Registration Statement and Exhibits thereto which Fleet has
filed with the Commission under the Securities Act of 1933, as amended (the
"Act"), which may be obtained from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549, upon payment of the prescribed fees, and to which reference is hereby
made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Fleet are incorporated
in this Prospectus by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by a Form 10-K/A dated April 28, 1995.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995,
June 30, 1995 and September 30, 1995.
3. Current Reports on Form 8-K dated January 18, 1995, January 27, 1995,
February 20, 1995, February 21, 1995, April 13, 1995, May 11, 1995,
May 17, 1995, June 21, 1995, August 11, 1995, August 23, 1995, October
18, 1995, October 26, 1995, November 15, 1995, November 30, 1995,
December 19, 1995, January 17, 1996, January 19, 1996, February 8,
1996, February 21, 1996 and March , 1996.
4. The description of the Common Stock contained in a Registration
Statement filed by Industrial National Corporation (predecessor to
Fleet) on Form 8-B dated May 29, 1970, and any amendment or report
filed for the purpose of updating such description.
5. The description of the Preferred Share Purchase Rights contained in
Fleet's Registration Statement on Form 8-A dated November 29, 1990,
and any amendment or report filed for the purpose of updating such
description.
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
All documents filed with the Commission by Fleet pursuant to Sections 13, 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Securities offered hereby are
incorporated herein by reference and such documents shall be deemed to be a part
hereof from the date of filing of such documents. Any statement contained in
this Prospectus or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE,
UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN (OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS). WRITTEN REQUESTS
SHOULD BE MAILED TO INVESTOR RELATIONS DEPARTMENT, FLEET FINANCIAL GROUP, INC.,
ONE FEDERAL STREET, BOSTON, MASSACHUSETTS 02211. TELEPHONE REQUESTS MAY BE
DIRECTED TO (617) 292-2000.
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FLEET FINANCIAL GROUP, INC.
GENERAL
Fleet is a diversified financial services company organized under the laws
of the State of Rhode Island. At December 31, 1995, Fleet had total assets of
$84.4 billion, total deposits of $57.1 billion and stockholders' equity of $6.4
billion.
Fleet is engaged in a general commercial banking and trust business
throughout the states of New York, Rhode Island, Connecticut, Massachusetts,
Maine, New Hampshire and Florida through its banking subsidiaries, Fleet Bank
("Fleet-NY"); Fleet Bank of New York, National Association ("FBNY"); Fleet
National Bank ("Fleet-RI"); Fleet Bank, National Association ("Fleet-CT"); Fleet
National Bank of Connecticut ("FNB-CT"); Fleet Bank of Massachusetts, National
Association ("Fleet-MA"); Fleet National Bank of Massachusetts ("FNB-MA"); Fleet
Bank of Maine; Fleet Bank-NH and Fleet Bank, F.S.B.
Fleet provides, through its nonbanking subsidiaries, a variety of financial
services, including mortgage banking, asset-based lending, equipment leasing,
consumer finance, real estate financing, securities brokerage services,
investment banking, investment advice and management, data processing and
student loan servicing.
On February 20, 1995, Fleet and Shawmut National Corporation ("Shawmut")
entered into an Agreement and Plan of Merger (the "Merger Agreement") providing
for the merger of Shawmut with and into Fleet (the "Shawmut Merger"). The
Shawmut Merger was consummated on November 30, 1995. For additional information
regarding the Shawmut Merger and Fleet's supplemental consolidated financial
statements giving effect thereto, see Fleet's Current Reports on Form 8-K dated
February 20, 1995, February 21, 1995, April 13, 1995, May 17, 1995, June 21,
1995, August 11, 1995, August 23, 1995, November 15, 1995, November 30, 1995 and
January 19, 1996, which are incorporated by reference herein. Unless otherwise
noted, all of Fleet's historical financial information set forth in this
Prospectus Supplement has been restated to give effect to the Shawmut Merger for
all periods presented.
On December 19, 1995, Fleet entered into an Agreement and Plan of Merger
(the "NatWest Merger Agreement") with National Westminster Bank Plc ("NatWest
Plc") providing for the merger (the "NatWest Merger") of FBNY with and into
NatWest Bank, N.A. ("NatWest Bank"), a national bank operating in New York and
New Jersey. NatWest Bank will continue its existence following the closing under
the name "Fleet Bank of New York, National Association" (the "Surviving Bank").
See "Recent Developments--NatWest Merger". For additional information regarding
the NatWest Merger, including a copy of the NatWest Merger Agreement and certain
historical and pro forma financial information related thereto, see Fleet's
Current Reports on Form 8-K dated December 19, 1995, February 8, 1996 and March
, 1996, which are incorporated by reference herein.
The principal office of Fleet is located at One Federal Street, Boston,
Massachusetts 02211, telephone number (617) 292-2000.
REGULATORY MATTERS
General. Fleet is a legal entity separate and distinct from its
subsidiaries. The ability of holders of debt and equity securities of Fleet,
including the holders of the Securities offered hereby, to benefit from the
distribution of assets of any subsidiary upon the liquidation or reorganization
of such subsidiary is subordinate to prior claims of creditors of the subsidiary
(including depositors in the case of banking subsidiaries) except to the extent
that a claim of Fleet as a creditor may be recognized.
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There are various statutory and regulatory limitations on the extent to
which banking subsidiaries of Fleet can finance or otherwise transfer funds to
Fleet or its nonbanking subsidiaries, whether in the form of loans, extensions
of credit, investments or asset purchases. Such transfers by any subsidiary bank
to Fleet or any nonbanking subsidiary are limited in amount to 10% of the bank's
capital and surplus and, with respect to Fleet and all such nonbanking
subsidiaries, to an aggregate of 20% of each such bank's capital and surplus.
Furthermore, loans and extensions of credit are required to be secured in
specified amounts and are required to be on terms and conditions consistent with
safe and sound banking practices.
In addition, there are regulatory limitations on the payment of dividends
directly or indirectly to Fleet from its banking subsidiaries. Under applicable
banking statutes, at December 31, 1995, Fleet's banking subsidiaries could have
declared additional dividends of approximately $559 million. Federal and state
regulatory agencies also have the authority to limit further Fleet's banking
subsidiaries' payment of dividends based on other factors, such as the
maintenance of adequate capital for such subsidiary bank.
Under the policy of the Board of Governors of the Federal Reserve System
(the "Federal Reserve Board"), Fleet is expected to act as a source of financial
strength to each subsidiary bank and to commit resources to support such
subsidiary bank in circumstances where it might not do so absent such policy. In
addition, any subordinated loans by Fleet to any of the subsidiary banks would
also be subordinate in right of payment to deposits and obligations to general
creditors of such subsidiary bank. Further, the Crime Control Act of 1990
amended the federal bankruptcy laws to provide that in the event of the
bankruptcy of Fleet, any commitment by Fleet to its regulators to maintain the
capital of a banking subsidiary will be assumed by the bankruptcy trustee and
entitled to a priority of payment.
FIRREA.
As a result of the enactment of the Financial Institutions Reform, Recovery
and Enforcement Act ("FIRREA") on August 9, 1989, any or all of Fleet's
subsidiary banks can be held liable for any loss incurred by, or reasonably
expected to be incurred by, the FDIC after August 9, 1989, in connection with
(a) the default of any other of Fleet's subsidiary banks or (b) any assistance
provided by the FDIC to any other of Fleet's subsidiary banks in danger of
default. "Default" is defined generally as the appointment of a conservator or
receiver and "in danger of default" is defined generally as the existence of
certain conditions indicating that a "default" is likely to occur without
regulatory assistance.
FDICIA.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"FDICIA"), which was enacted on December 19, 1991, provides for, among other
things, increased funding for the Bank Insurance Fund (the "BIF") of the FDIC
and expanded regulation of depository institutions and their affiliates,
including parent holding companies. A summary of certain provisions of FDICIA
and its implementing regulations is provided below.
Prompt Corrective Action. The FDICIA provides the federal banking agencies
with broad powers to take prompt corrective action to resolve problems of
insured depository institutions, depending upon a particular institution's level
of capital. The FDICIA establishes five tiers of capital measurement for
regulatory purposes ranging from "well-capitalized" to "critically
undercapitalized." A depository institution may be deemed to be in a
capitalization category that is lower than is indicated by its actual capital
position under certain circumstances. At September 30, 1995, each of Fleet's and
Shawmut's subsidiary depository institutions was classified as
"well-capitalized" under the prompt corrective action regulations described
above.
Brokered Deposits. Under the FDICIA, a depository institution that is
well-capitalized may accept brokered deposits. A depository institution that is
adequately capitalized may accept brokered
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deposits only if it obtains a waiver from the FDIC, and may not offer interest
rates on deposits "significantly higher" than the prevailing rate in its market.
An undercapitalized depository institution may not accept brokered deposits. In
Fleet's opinion, these limitations do not have a material effect on Fleet.
Safety and Soundness Standards. The FDICIA, as amended, directs each federal
banking agency to prescribe safety and soundness standards for depository
institutions relating to internal controls, information systems, internal audit
systems, loan documentation, credit underwriting, interest rate exposure, asset
growth, compensation, asset-quality, earnings and stock valuation. Final
interagency regulations to implement these new safety and soundness standards
have recently been adopted by the federal banking agencies. In July 1995, the
federal banking agencies published proposed guidelines establishing safety and
soundness standards concerning asset quality and earnings. If adopted in final
form, these proposed guidelines will be incorporated into the Interagency
Guidelines Establishing Standards for Safety and Soundness. The ultimate
cumulative effect of these standards cannot currently be forecast.
The FDICIA also contains a variety of other provisions that may affect
Fleet's operations, including new reporting requirements, regulatory standards
for real estate lending, "truth in savings" provisions, and the requirement that
a depository institution give 90 days' prior notice to customers and regulatory
authorities before closing any branch.
Capital Guidelines
Under the Federal Reserve Board's capital guidelines, the minimum ratio of
total capital to risk-adjusted assets (including certain off-balance sheet
items, such as standby letters of credit) is 8%. At least half of the total
capital is to be comprised of common equity, retained earnings, minority
interests in the equity accounts of consolidated subsidiaries and a limited
amount of cumulative and noncumulative perpetual preferred stock, less
deductible intangibles ("Tier 1 capital"). The remainder may consist of
perpetual debt, mandatory convertible debt securities, a limited amount of
subordinated debt, other preferred stock and a limited amount of loan loss
reserves ("Tier 2 capital"). In addition, the Federal Reserve Board requires a
leverage ratio (Tier 1 capital to average quarterly assets, net of goodwill) of
3% for bank holding companies that meet certain specified criteria, including
that they have the highest regulatory rating. The rule indicates that the
minimum leverage ratio should be 1% to 2% higher for holding companies
undertaking major expansion programs or that do not have the highest regulatory
rating. Fleet's banking subsidiaries are subject to similar capital requirements
except that preferred stock must be noncumulative to qualify as Tier 1 capital.
The federal banking agencies continue to consider capital requirements
applicable to banking organizations. Effective September 1, 1995, the federal
banking agencies adopted amendments to their risk-based capital regulations to
provide for the consideration of interest rate risk in the determination of a
bank's minimum capital requirements. The amendments require that banks
effectively measure and monitor their interest rate risk and that they maintain
capital adequate for that risk. Under the amendments, banks with excess interest
rate risk would be required to maintain additional capital beyond that generally
required. In addition, effective January 17, 1995, the federal banking agencies
adopted amendments to their risk-based capital standards to provide for the
concentration of credit risk and certain risks arising from nontraditional
activities, as well as a bank's ability to manage these risks, as important
factors in assessing a bank's overall capital adequacy.
As of September 30, 1995, Fleet's capital ratios on a historical basis and
restated to give effect to the Shawmut Merger exceeded all minimum regulatory
capital requirements.
Under federal banking laws, failure to meet the minimum regulatory capital
requirements could subject a banking institution to a variety of enforcement
remedies available to federal regulatory authorities, including the termination
of deposit insurance by the FDIC and seizure of the institution.
5
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Interstate Banking and Branching Legislation
On September 29, 1994, President Clinton signed the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994 (the "Interstate Act") into law.
The Interstate Act facilitates the interstate expansion and consolidation of
banking organizations by permitting (i) beginning one year after enactment of
the legislation, bank holding companies that are adequately capitalized and
managed to acquire banks located in states outside their home states regardless
of whether such acquisitions are authorized under the law of the host state,
(ii) the interstate merger of banks after June 1, 1997, subject to the right of
individual states to "opt in" or "opt out" of this authority prior to such date,
(iii) banks to establish new branches on an interstate basis provided that such
action is specifically authorized by the law of the host state, (iv) foreign
banks to establish, with approval of the appropriate regulators in the United
States, branches outside their home states to the same extent that national or
state banks located in such state would be authorized to do so and (v) beginning
September 29, 1995, banks to receive deposits, renew time deposits, close loans,
service loans and receive payments on loans and other obligations as agent for
any bank or thrift affiliate, whether the affiliate is located in the same or
different state. Connecticut and Rhode Island, which are two states in which
Fleet subsidiaries conduct banking operations, have adopted legislation opting
into the interstate provisions of the Interstate Act. Fleet has recently filed
applications for approval by the Office of the Comptroller of the Currency to
merge its banking subsidiaries in Connecticut, Massachusetts and Rhode Island in
order to achieve cost savings and to increase convenience to its customers in
those states.
DEPOSIT INSURANCE ASSESSMENTS
The deposits of each of Fleet's subsidiary banks are insured up to
regulatory limits by the FDIC and, accordingly, are subject to deposit insurance
assessments to maintain the Bank Insurance Fund ("BIF") administered by the
FDIC. The FDIC has adopted regulations establishing a permanent risk-related
deposit insurance assessment system. Under this system, the FDIC places each
insured bank in one of nine risk categories based on (a) the bank's
capitalization and (b) supervisory evaluations provided to the FDIC by the
institution's primary federal regulator. Each insured bank's insurance
assessment rate is then determined by the risk category in which it is
classified by the FDIC. There is currently a 27 basis point spread between the
highest and lowest assessment rates, so that banks classified in the highest
capital and supervisory evaluation categories by the FDIC are currently subject
to a rate of $0.04 per $100 of deposits and banks classified in the lowest
capital and supervisory evaluation categories by the FDIC are currently subject
to a rate of $0.31 per $100 of deposits.
On November 14, 1995, the FDIC voted to decrease premiums effective January
1, 1995. The decrease will lower the rate of deposit insurance premiums by $.04
per $100 of deposits for banks in each risk assessment category. As a result,
banks in the highest capital and supervisory evaluation categories will have an
assessment rate of $0.00, and will pay only the minimum assessment of $2,000 per
year for deposit insurance. Banks in the lowest capital and supervisory
evaluation categories will be subject to a rate of $0.27 per $100 of deposits.
There is no guarantee that the rate of deposit insurance premiums will not
increase in the future.
These assessment rates also reflect the amount the FDIC has determined is
necessary to maintain the reserve ratio of BIF of 1.25% of total insured bank
deposits. The FDIC has announced that this reserve ratio was achieved during
1995. However, due primarily to the fact that the reserve ratio of the FDIC's
Savings Association Insurance Fund ("SAIF") is not projected to reach the
required level of 1.25% for several years, the FDIC has made a proposal to
Congress to (1) capitalize the SAIF through a special up-front cash assessment
on SAIF deposits; (2) spread the responsibility for payment to the Financing
Corporation created under Title III of the Competitive Equality Banking Act of
1987 proportionally over all FDIC-insured institutions; and (3) as soon as
practicable, merge the BIF and the SAIF. On November 14, 1995, the Board of
Directors of the FDIC voted to retain the existing assessment rate schedule
applicable to members of the SAIF for the first half of 1996.
Fleet's subsidiary banks do not hold significant amounts of deposits insured
by the SAIF.
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CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Fleet's consolidated ratios of earnings to fixed charges were as follows for
the years and periods indicated:
YEAR ENDED DECEMBER 31,
-----------------------------------------
1995 1994 1993 1992 1991*
----- ----- ----- ----- -----
Ratio of Earnings to Fixed Charges:
Excluding Interest on Deposits... 1.78x 2.33x 2.36x 1.90x *
Including Interest on Deposits... 1.34 1.62 1.56 1.26 *
- ------------
* Fixed charges exceeded earnings by $16 million for both the ratio excluding
and including interest on deposits for the year ended December 31, 1991.
For purposes of computing the consolidated ratios, earnings consist of
income before income taxes plus fixed charges (excluding capitalized interest).
Fixed charges consist of interest on short-term debt and long-term debt
(including interest related to capitalized leases and capitalized interest) and
one-third of rent expense, which approximates the interest component of such
expense. In addition, where indicated, fixed charges include interest on
deposits.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, Fleet
intends to use the net proceeds from the sale of the Securities for general
corporate purposes, principally to extend credit to, or fund investments in, its
subsidiaries. The precise amounts and timing of extensions of credit to, and
investments in, such subsidiaries will depend upon the subsidiaries' funding
requirements and the availability of other funds. Pending such applications, the
net proceeds may be temporarily invested in marketable securities or applied to
the reduction of Fleet's short-term indebtedness. Based upon the historic and
anticipated future growth of Fleet and the financial needs of its subsidiaries,
Fleet may engage in additional financings of a character and amount to be
determined as the need arises.
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DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute either Senior Debt Securities or
Subordinated Debt Securities of Fleet. The Senior Debt Securities will be issued
under an indenture dated as of October 1, 1992 (the "Senior Indenture"), between
Fleet and The First National Bank of Chicago as Senior Trustee (the "Senior
Trustee"). The Subordinated Debt Securities will be issued under an indenture
dated as of October 1, 1992 (as supplemented by a First Supplemental Indenture
dated November 30, 1992, the "Subordinated Indenture"), between Fleet and The
First National Bank of Chicago as Subordinated Trustee (the "Subordinated
Trustee"). The Senior Indenture and Subordinated Indenture are collectively
referred to herein as the "Indentures". A copy of each of the Indentures are
exhibits to the Registration Statement of which this Prospectus forms a part.
The following description of Debt Securities relates to Debt Securities to be
issued in connection with either a United States Offering or an International
Offering, except, in the case of an International Offering, as otherwise
specified in the Prospectus Supplement relating thereto.
The following is a summary of all material terms set forth in the
Indentures. Such summaries do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, all the provisions of the
Indentures, including the definitions therein of certain terms. Wherever
particular Sections or defined terms of the Indentures are referred to, it is
intended that such Sections or definitions shall be incorporated herein by
reference. The following sets forth certain general terms and provisions of the
Debt Securities to which any Prospectus Supplement may relate. The particular
terms of the Debt Securities offered by any Prospectus Supplement and the
extent, if any, to which such general provisions may apply to the Debt
Securities so offered, will be described in the Prospectus Supplement relating
to such Offered Securities.
Because Fleet is a holding company, its rights and the rights of its
creditors, including the Holders of the Debt Securities offered hereby, to
participate in the assets of any subsidiary upon the latter's liquidation or
reorganization will be subject to the prior claims of the subsidiary's creditors
except to the extent that Fleet may itself be a creditor with recognized claims
against the subsidiary.
GENERAL
The Debt Securities to be offered by this Prospectus are limited to the
amounts described on the cover of this Prospectus. Fleet expects from time to
time to incur additional indebtedness constituting Senior Indebtedness and Other
Financial Obligations (each as defined in the Subordinated Indenture). The
Indentures, however, do not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provide that Debt Securities may
be issued from time to time in one or more series. The Debt Securities will be
unsecured obligations of Fleet. Neither the Indentures nor the Debt Securities
will limit or otherwise restrict the amount of other indebtedness (including
Other Financial Obligations) which may be incurred or other securities which may
be issued by Fleet or any of its subsidiaries. The Senior Debt Securities will
rank on a parity with all other unsecured unsubordinated indebtedness of Fleet
while the indebtedness represented by the Subordinated Debt Securities will be
subordinated as described below under "Subordinated Debt Securities".
As used herein, Debt Securities shall include securities denominated in U.S.
dollars or, at the option of Fleet if so specified in the applicable Prospectus
Supplement, in any other currency, including composite currencies such as the
ECU. Debt Securities of a series may be issuable in individual registered form
without coupons, in the form of one or more global securities, or, in bearer
form with or without coupons. Such bearer securities will be offered only to
non-United States persons and to offices located outside of the United States of
certain United States financial institutions.
Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for the following terms, where
applicable, of the Debt Securities in respect of which this
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Prospectus is being delivered: (1) the title of the Debt Securities; (2) the
limit, if any, on the aggregate principal amount or initial public offering
price of the Debt Securities; (3) the priority of payment of such Debt
Securities; (4) the price or prices (which may be expressed as a percentage of
the aggregate principal amount thereof) at which the Debt Securities will be
issued; (5) the date or dates on which the Debt Securities will mature; (6) the
rate or rates (which may be fixed or variable) per annum at which the Debt
Securities will bear interest, if any, or the method of determining the same;
(7) the date from which such interest, if any, on the Debt Securities will
accrue, the date or dates on which such interest, if any, will be payable, the
date on which payment of such interest, if any, will commence and the Regular
Record Dates for such Interest Payment Dates, if any; (8) the extent to which
any of the Debt Securities will be issuable in temporary or permanent global
form and, if so, the identity of the depositary for such global Debt Security,
or the manner in which any interest payable on a temporary or permanent global
Debt Security will be paid; (9) the dates, if any, on which, and the price or
prices at which, the Debt Securities will, pursuant to any mandatory sinking
fund provisions, or may, pursuant to any optional sinking fund or to any
purchase fund provisions, be redeemed by Fleet, and the other detailed terms and
provisions of such sinking and/or purchase funds; (10) the date, if any, after
which, and the price or prices at which, the Debt Securities may, pursuant to
any optional redemption provisions, be redeemed at the option of Fleet or of the
Holder thereof and the other detailed terms and provisions of such optional
redemption; (11) the denomination or denominations in which such Debt Securities
are authorized to be issued; (12) the currency, currencies or units (including
ECU) in which the Debt Securities are denominated, which may be in United States
dollars, a foreign currency or units of two or more foreign currencies; (13) the
currency, currencies or units (including ECU) for which the Debt Securities may
be purchased and in which principal, premium, if any, and interest may be
payable; (14) whether any of the Debt Securities will be issued in bearer form
and, if so, any limitations on issuance of such bearer Debt Securities
(including exchange for registered Debt Securities of the same series); (15)
information with respect to book-entry procedures; (16) whether any of the Debt
Securities will be issued as Original Issue Discount Securities; (17) any index
used to determine the amount of payments of principal of, premium, if any, and
interest on such Debt Securities; (18) each office or agency where, subject to
the terms of the applicable Indenture, such Debt Securities may be presented for
registration of transfer or exchange; (19) whether any of the Debt Securities
will be subject to defeasance in advance of the Redemption Date or Stated
Maturity thereof; (20) whether the subordination provisions summarized below or
different subordination provisions, including a different definition of "Senior
Indebtedness", "Entitled Persons", "Existing Subordinated Indebtedness", or
"Other Financial Obligations", shall apply to the Debt Securities; (21) whether
any of the Debt Securities will be convertible or exchangeable into other
securities of Fleet and the terms of such conversion or exchange, including the
conversion price and applicable conversion or expiration dates and (22) any
other terms of the series (which will not be inconsistent with the provisions of
the applicable Indenture).
Special federal income tax and other considerations relating to Debt
Securities denominated in foreign currencies or units of two or more foreign
currencies will be described in the applicable Prospectus Supplement. In the
event Fleet offers Debt Securities denominated in foreign currencies or units of
two or more foreign currencies, an opinion with respect to tax matters and
consent of counsel will be filed in a Form 8-K or as an amendment to the
Registration Statement of which this Prospectus forms a part.
Debt Securities may be issued as Original Issue Discount Securities (bearing
no interest or interest at a rate which at the time of issuance is below market
rates) to be sold at a substantial discount below their principal amount. In the
event of an acceleration of the maturity of any Original Issue Discount
Security, the amount payable to the Holder of such Original Issue Discount
Security upon such acceleration will be determined in accordance with the
applicable Prospectus Supplement, the terms of such security and the relevant
Indenture, but will be an amount less than the amount payable at the
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maturity of the principal of such Original Issue Discount Security. Special
federal income tax and other considerations relating thereto will be described
in the applicable Prospectus Supplement.
REGISTRATION AND TRANSFER
Unless otherwise indicated in the applicable Prospectus Supplement, each
series of Debt Securities will be issued in registered form only, without
coupons. The Indentures, however, provide that Fleet may also issue Debt
Securities in bearer form only, or in both registered and bearer form. Debt
Securities issued in bearer form shall have interest coupons attached, unless
issued as zero coupon securities. Debt Securities in bearer form shall not be
offered, sold, resold or delivered in connection with their original issuance in
the United States or to any United States person (as defined below) other than
offices located outside the United States of certain United States financial
institutions. As used above, "United States person" means any citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States, or any estate or
trust, the income of which is subject to United States federal income taxation
regardless of its source, and "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction. Purchasers of Debt
Securities in bearer form will be subject to certification procedures and may be
affected by certain limitations under United States tax laws. Such procedures
and limitations will be described in the Prospectus Supplement relating to the
offering of the Debt Securities in bearer form.
Debt Securities in registered form may be presented for transfer or exchange
(with form of transfer duly endorsed thereon) for other Debt Securities of the
same series at the offices of the Trustee according to the terms of the
applicable Indenture. In no event, however, will Debt Securities in registered
form be exchangeable for Debt Securities in bearer form. Fleet may designate the
main office of Fleet-RI, 111 Westminster Street, Providence, Rhode Island 02903,
as an office where the transfer of the Debt Securities may be registered.
Unless otherwise indicated in the applicable Prospectus Supplement, Debt
Securities issued in bearer form will be issued in denominations of $10,000 and
$50,000.
Unless otherwise indicated in the applicable Prospectus Supplement, the Debt
Securities issued in fully registered form will be issued without coupons and in
denominations of $1,000 or integral multiples thereof.
No service charge will be made for any transfer or exchange of the Debt
Securities but Fleet may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
PAYMENT AND PLACE OF PAYMENT
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal of, premium, if any, and interest, if any, on, Debt Securities in
registered form will be made at the office of the Trustee, except that at the
option of Fleet, interest may be paid by mailing a check to the address of the
person entitled thereto as it appears on the Security Register (Sections 301,
305 and 1002 in the Senior Indenture; Sections 3.01, 3.05 and 5.02 in the
Subordinated Indenture). Fleet may designate the main office of Fleet-RI, 111
Westminster Street, Providence, Rhode Island 02903, as an office where
principal, premium, if any, and interest, if any, may be paid.
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal of, premium, if any, and interest, if any, on Debt Securities in
bearer form will be made, subject to any applicable laws and regulations, at
such office outside the United States as specified in the applicable Prospectus
Supplement and as Fleet may designate from time to time, at the option of the
Holder, by check or by transfer to an account maintained by the payee with a
bank located outside the United
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States. Unless otherwise indicated in the applicable Prospectus Supplement,
payment of interest on Debt Securities in bearer form will be made only against
surrender of the coupon relating to such Interest Payment Date. No payment with
respect to any Debt Security in bearer form will be made at any office or agency
of Fleet in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global securities ("Global Securities") that will be
deposited with, or on behalf of, a depository (the "Depository") identified in
the Prospectus Supplement relating to such series. Global Securities may be
issued in either registered or bearer form and in either temporary or permanent
form. Unless and until it is exchanged in whole or in part for individual
certificates evidencing Debt Securities in definitive form represented thereby,
a Global Security may not be transferred except as a whole by the Depository for
such Global Security to a nominee of such Depository or by a nominee of such
Depository to such Depository or another nominee of such Depository or by such
Depository or any such nominee to a successor of such Depository or a nominee of
such successor.
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series.
MODIFICATION AND WAIVER
Each Indenture provides that modifications and amendments thereof may be
made by Fleet and the Trustees with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Outstanding Securities of each series under
such Indenture affected by such modification or amendment; provided, however,
that no such modification or amendment may, without the consent of the Holder of
each Outstanding Security affected thereby, (a) change the stated maturity date
of the principal of, or any installment of principal or interest on, any
Outstanding Security, (b) reduce the principal amount of, the rate of interest
thereon, or any premium payable upon the redemption thereof, (c) reduce the
amount of principal of an Original Issue Discount Security payable upon
acceleration of the maturity thereof, (d) change the place or currency of
payment of principal of, or any premium or interest on, any Outstanding
Security, (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Outstanding Security, or (f) reduce the
percentage in principal amount of Outstanding Securities of any series, the
consent of whose Holders is required for modification or amendment of the
Indenture or for waiver of compliance with certain provisions of the Indenture
or for waiver of certain defaults.
The Holders of 50% in aggregate principal amount of the Outstanding
Securities of each series may, on behalf of all Holders of Debt Securities of
that series, waive, insofar as that series is concerned, compliance by Fleet
with certain restrictive provisions of the applicable Indenture. The Holders of
a majority in aggregate principal amount of the Outstanding Securities of each
series may, on behalf of all Holders of Debt Securities of that series, waive
any past default under the applicable Indenture with respect to Debt Securities
of that series, except a default in the payment of principal or any premium or
any interest or in respect of a provision which under the applicable Indenture
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of that series affected.
Modification and amendment of the Indentures may be made by Fleet and the
Trustee without the consent of any Holder for any of the following purposes: (i)
to evidence the succession of another Person to Fleet; (ii) to add to the
covenants of Fleet for the benefit of the Holders of all or any series of
Securities; (iii) to add Events of Default; (iv) to add or change any provisions
of any of the Indentures to facilitate the issuance of bearer securities; (v) to
change or eliminate any of the provisions of the applicable Indenture, provided
that any such change or elimination shall become effective only when
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there is no Outstanding Security of any series which is entitled to the benefit
of such provision; (vi) to establish the form or terms of Securities of any
series; (vii) to evidence and provide for the acceptance of appointment by a
successor Trustee; (viii) to cure any ambiguity, to correct or supplement any
provision in the applicable Indenture, or to make any other provisions with
respect to matters or questions arising under such Indenture, provided such
action shall not adversely affect the interests of Holders of Debt Securities of
any series in any material respect under such Indenture; (ix) to convey,
transfer, assign, mortgage or pledge any property to or with the Trustee or (x)
to provide for conversion rights of the Holders of the Securities of any series
to enable such Holders to convert such Securities into other securities of
Fleet.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Unless otherwise set forth in the applicable Prospectus Supplement, each
Indenture provides that Fleet may consolidate or merge with or into, or transfer
its assets substantially as an entirety to, any corporation organized under the
laws of any domestic jurisdiction, provided that the successor corporation
assumes Fleet's obligations on the Debt Securities under such Indenture, and
that after giving effect to the transaction no Event of Default, and no event
which, after notice or lapse of time, would become an Event of Default, shall
have occurred and be continuing, and that certain other conditions are met.
Neither Indenture provides for any right of acceleration in the event of a
consolidation, merger, sale of all or substantially all of the assets,
recapitalization or change in stock ownership of Fleet. In addition, the
Indentures do not contain any provision which would protect the Holders of Debt
Securities against a sudden and dramatic decline in credit quality resulting
from takeovers, recapitalizations or similar restructurings.
REGARDING THE TRUSTEE
Fleet maintains banking relations with the Trustee. In addition, Fleet's
banking subsidiaries maintain deposit accounts and correspondent banking
relations with the Trustee.
INTERNATIONAL OFFERING
If specified in the applicable Prospectus Supplement, Fleet may issue Debt
Securities in an International Offering. Such Debt Securities may be issued in
bearer form and will be described in the applicable Prospectus Supplement. If
such Debt Securities are Senior Debt Securities, such Debt Securities will be
issued pursuant to a supplement to the Senior Indenture. If Debt Securities are
issued in bearer form, the applicable Prospectus Supplement will contain the
relevant provisions.
In connection with any such International Offering, Fleet will designate
paying agents, registrars or other agents with respect to the Debt Securities,
as specified in the applicable Prospectus Supplement.
Debt Securities issued in an International Offering may be subject to
certain selling restrictions which will be described in the applicable
Prospectus Supplement. Such Debt Securities may be listed on one or more foreign
stock exchanges as described in the applicable Prospectus Supplement. Special
United States tax and other considerations, if any, applicable to an
International Offering will be described in the applicable Prospectus
Supplement.
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SENIOR DEBT SECURITIES
The Senior Debt Securities will be direct, unsecured obligations of Fleet
and will rank pari passu with all outstanding senior indebtedness of Fleet.
EVENTS OF DEFAULT
The following are Events of Default under the Senior Indenture with respect
to Senior Debt Securities of any series: (a) failure to pay principal of or any
premium on any Senior Debt Security of that series when due; (b) failure to pay
any interest on any Senior Debt Security of that series when due, continued for
30 days; (c) failure to deposit any sinking fund payment, when due, in respect
of any Senior Debt Security of that series; (d) failure to perform any other
covenant of Fleet in the Senior Indenture (other than any covenant included in
the Indenture solely for the benefit of a Series of Debt Securities other than
that Series), continued for 60 days after written notice as provided in the
Senior Indenture; (e) certain events in bankruptcy, insolvency or
reorganization; and (f) any other Event of Default provided with respect to
Senior Debt Securities of that series. (Section 501) If an Event of Default with
respect to Senior Debt Securities of any series at the time outstanding occurs
and is continuing, either the Senior Trustee or the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities of that series may
declare the principal amount (or, if the Senior Debt Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of that series) of all the Senior Debt Securities
of that series to be due and payable immediately. At any time after a
declaration of acceleration with respect to Senior Debt Securities of any series
has been made, but before a judgment or decree based on acceleration has been
obtained, the Holders of a majority in aggregate principal amount of Outstanding
Securities of that series may, on behalf of all Holders of that series, under
certain circumstances, rescind and annul such acceleration. (Section 502)
The Senior Indenture provides that, subject to the duty of the Senior
Trustee during default to act with the required standard of care, the Senior
Trustee will be under no obligation to exercise any of its rights or powers
under the Senior Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Senior Trustee reasonable
indemnity. (Section 603) Subject to such provisions for the indemnification of
the Senior Trustee, the Holders of a majority in aggregate principal amount of
the Outstanding Senior Debt Securities of any series will have the right to
direct the time, method and place of conducting any proceedings for any remedy
available to the Senior Trustee, or exercising any trust or power conferred on
the Senior Trustee, with respect to the Senior Debt Securities of that series.
(Section 512)
No Holder of any Senior Debt Security of any series will have any right to
institute any proceeding with respect to the Senior Indenture or for any remedy
thereunder, unless (a) such Holder shall have previously given to the Senior
Trustee written notice of a continuing Event of Default with respect to Senior
Debt Securities of that series, (b) the Holders of not less than 25% in
aggregate principal amount of the Outstanding Senior Debt Securities of that
series also shall have made written request and offered reasonable indemnity to
the Senior Trustee to institute such proceeding as trustee, (c) the Senior
Trustee shall not have received from the Holders of a majority in principal
amount of the Outstanding Senior Debt Securities of that series a direction
inconsistent with such request and (d) the Senior Trustee shall have failed to
institute such proceeding within 60 days. (Section 507) However, the Holder of
any Senior Debt Security will have an absolute right to receive payment of the
principal of (and premium, if any) and interest, if any, on such Senior Debt
Security on or after the due dates expressed in such Senior Debt Security and to
institute suit for the enforcement of any such payment. (Section 508)
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Fleet is required to furnish to the Senior Trustee annually a statement as
to performance by Fleet of certain of its obligations under the Indenture and as
to any default in such performance. (Section 1009)
RESTRICTIVE COVENANTS
Disposition of Voting Stock of Certain Subsidiaries. The Senior Indenture
contains a covenant that Fleet will not, and will not permit any Subsidiary (as
defined in the Senior Indenture) to sell, assign, pledge, transfer or otherwise
dispose of, or permit the issuance of any shares of Voting Stock (as defined in
the Senior Indenture) of, or any securities convertible into, or options,
warrants or rights to subscribe for or purchase shares of Voting Stock of, a
Principal Constituent Bank (as defined below) or any Subsidiary which owns
shares of, or securities convertible into, or options, warrants or rights to
subscribe for or purchase shares of Voting Stock of a Principal Constituent
Bank, provided that dispositions made by Fleet or any Subsidiary (i) acting in a
fiduciary capacity for any person other than Fleet or any Subsidiary or (ii) to
Fleet or any of its wholly-owned (except for directors' qualifying shares)
Subsidiaries, shall not be prohibited. Notwithstanding the limitations described
above, the Senior Indenture provides that Fleet may, and may permit its
Subsidiaries to, sell, assign, pledge, transfer or otherwise dispose of, or
issue such shares or securities (1) if required by law for the qualification of
Directors, (2) for purposes of compliance with an order of a court or regulatory
authority, (3) if in connection with a merger of, or consolidation of, a
Principal Constituent Bank with or into a wholly-owned Subsidiary or a
Constituent Bank (as defined below), provided that Fleet holds, directly or
indirectly, in the entity surviving such merger or consolidation, not less than
the percentage of Voting Stock it held in the Principal Constituent Bank prior
to such action, (4) if such disposition or issuance is for fair market value
(determined by the Board of Directors of Fleet) and, if after giving effect to
such disposition or issuance (and any potential dilution), Fleet and its
wholly-owned Subsidiaries will own directly not less than 80% of the Voting
Stock of such Principal Constituent Bank or Subsidiary, (5) if a Principal
Constituent Bank sells additional shares of Voting Stock to its stockholders at
any price, if, after such sale, Fleet holds directly or indirectly not less than
the percentage of Voting Stock of such Principal Constituent Bank it owned prior
to such sale or (6) if Fleet or a Subsidiary pledges or creates a lien on the
Voting Stock of a Principal Constituent Bank to secure a loan or other extension
of credit by a Constituent Bank subject to Section 23A of the Federal Reserve
Act. A "Constituent Bank" is a Bank which is a Subsidiary. A "Principal
Constituent Bank" is Fleet-RI and any other Constituent Bank designated as a
Principal Constituent Bank. Any designation of a Constituent Bank as a Principal
Constituent Bank with respect to Debt Securities of any series shall remain
effective until the Debt Securities of such series are no longer outstanding. As
of the date of this Prospectus, no Constituent Banks (other than Fleet-RI) have
been designated as Principal Constituent Banks with respect to any series of
Debt Securities.
Limitation Upon Liens on Certain Capital Stock. The Senior Indenture
contains a covenant that Fleet will not at any time, directly or indirectly,
create, assume, incur or suffer to be created, assumed or incurred or to exist
any mortgage, pledge, encumbrance or lien or charge of any kind upon (1) any
shares of capital stock of any Principal Constituent Bank (other than directors'
qualifying shares), or (2) any shares of capital stock of a Subsidiary which
owns capital stock of any Principal Constituent Bank; provided, however, that,
notwithstanding the foregoing, Fleet may incur or suffer to be incurred or to
exist upon such capital stock (a) liens for taxes, assessments or other
governmental charges or levies which are not yet due or are payable without
penalty or of which the amount, applicability or validity is being contested by
Fleet in good faith by appropriate proceedings and Fleet shall have set aside on
its books adequate reserves with respect thereto or (b) the lien of any
judgement, if such judgment shall not have remained undischarged, or unstayed on
appeal or otherwise, for more than 60 days.
DEFEASANCE
Fleet may terminate certain of its obligations under the Senior Indenture
with respect to the Senior Debt Securities of any series on the terms and
subject to the conditions contained in the Senior
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Indenture, by (a) depositing irrevocably with the Senior Trustee as trust funds
in trust (i) in the case of Senior Debt Securities denominated in a foreign
currency, money in such foreign currency or Foreign Government Obligations (as
defined below) of the foreign government or governments issuing such foreign
currency, or (ii) in the case of Senior Debt Securities denominated in U.S.
dollars, U.S. dollars or U.S. Government Obligations (as defined below), in each
case in an amount which through the payment of interest, principal or premium,
if any, in respect thereof in accordance with their terms will provide (without
any reinvestment of such interest, principal or premium), not later than one
business day before the due date of any payment, money or (iii) a combination of
money and U.S. Government Obligations or Foreign Government Obligations, as
applicable, sufficient to pay the principal of or premium, if any, and interest
on, the Senior Debt Securities of such series as such are due and (b) satisfying
certain other conditions precedent specified in the Senior Indenture. Such
deposit and termination is conditioned among other things upon Fleet's delivery
of (a) an opinion of independent counsel that the Holders of the Senior Debt
Securities of such series will have no federal income tax consequences as a
result of such deposit and termination and (b) if the Senior Debt Securities of
such series are then listed on the New York Stock Exchange, an opinion of
counsel that the Senior Debt Securities of such series will not be delisted as a
result of the exercise of this option. Such termination will not relieve Fleet
of its obligation to pay when due the principal of, and interest on, certain of
the Senior Debt Securities as provided in the Indenture. (Section 403)
"U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, under
clauses (i) or (ii) are not callable or redeemable at the option of the issuer
thereof. "Foreign Government Obligations" means securities denominated in a
Foreign Currency that are (i) direct obligations of a foreign government for the
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
a foreign government the payment of which is unconditionally guaranteed as a
full faith and credit obligation by such foreign government, which, in either
case, under clauses (i) or (ii) are not callable or redeemable at the option of
the issuer thereof.
SUBORDINATED DEBT SECURITIES
The Subordinated Debt Securities will be direct, unsecured obligations of
Fleet and, unless otherwise specified in the applicable Prospectus Supplement,
will rank pari passu with all outstanding subordinated indebtedness of Fleet.
SUBORDINATION
The payment of the principal of and interest on the Subordinated Debt
Securities will, to the extent set forth in the Subordinated Indenture, be
subordinated in right of payment to the prior payment in full of all Senior
Indebtedness (as defined in the Subordinated Indenture). In certain events of
insolvency, the payment of the principal of and interest on the Subordinated
Debt Securities will, to the extent set forth in the Subordinated Indenture,
also be effectively subordinated in right of payment to the prior payment in
full of all Other Financial Obligations (as defined in the Subordinated
Indenture). Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of creditors, marshalling of assets or any bankruptcy, insolvency or similar
proceedings of the Company, the holders of all Senior Indebtedness will first be
entitled to receive payment in full of all amounts due or to become due thereon
before the Holders of the Subordinated Debt Securities will be entitled to
receive any payment in respect of the principal of or interest on the
Subordinated Debt Securities. If upon any such payment or distribution of assets
to creditors, there remain, after giving effect to such subordination provisions
in favor of the holders of Senior Indebtedness, any amounts of cash, property or
securities available for payment or distribution in respect of Subordinated Debt
Securities (as defined in the Subordinated Indenture, "Excess Proceeds")
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and if, at such time, any Entitled Persons (as defined in the Subordinated
Indenture) in respect of Other Financial Obligations have not received payment
in full of all amounts due or to become due on or in respect of such Other
Financial Obligations, then such Excess Proceeds shall first be applied to pay
or provide for the payment in full of such Other Financial Obligations before
any payment or distribution may be made in respect of the Subordinated Debt
Securities. In the event of the acceleration of the maturity of any Debt
Securities, the holders of all Senior Indebtedness will first be entitled to
receive payment in full of all amounts due thereon before the Holders of the
Subordinated Debt Securities will be entitled to receive any payment upon the
principal of or interest on the Subordinated Debt Securities.
In addition, no payment may be made of the principal of, premium, if any, or
interest on the Subordinated Debt Securities, or in respect of any redemption,
retirement, purchase or other acquisition of any of the Subordinated Debt
Securities, at any time when (i) there is a default in the payment of the
principal of, premium, if any, interest on or otherwise in respect of any Senior
Indebtedness, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise, or (ii) any event of default with respect to any
Senior Indebtedness has occurred and is continuing, or would occur as a result
of such payment on the Subordinated Debt Securities or any redemption,
retirement, purchase or other acquisition of any of the Subordinated Debt
Securities, permitting the Holders of such Senior Indebtedness (or a trustee on
behalf of the Holders thereof) to accelerate the maturity thereof.
By reason of such subordination in favor of the holders of Senior
Indebtedness, in the event of insolvency, creditors of Fleet who are not holders
of Senior Indebtedness or of the Subordinated Debt Securities may recover less,
ratably, than Holders of Senior Indebtedness and may recover more, ratably, than
the Holders of the Subordinated Debt Securities. By reason of the obligation of
the Holders of Subordinated Debt Securities to pay over any Excess Proceeds to
Entitled Persons in respect of Other Financial Obligations, in the event of
insolvency, holders of Existing Subordinated Indebtedness (as defined in the
Subordinated Indenture) may recover more, ratably, than the Holders of
Subordinated Debt Securities.
Unless otherwise specified in the Prospectus Supplement relating to the
particular series of Subordinated Debt Securities offered thereby, Senior
Indebtedness is defined in the Subordinated Indenture as (a) the principal of,
premium, if any, and interest on all of Fleet's indebtedness for money borrowed,
whether outstanding on the date of execution of the Subordinated Indenture or
thereafter created, assumed or incurred, except (i) the Existing Subordinated
Indebtedness and other Subordinated Debt Securities issued under the
Subordinated Indenture, (ii) such indebtedness as is by its terms expressly
stated to be junior in right of payment to the Subordinated Debt Securities and
(iii) such indebtedness as is by its terms expressly stated to rank pari passu
with the Subordinated Debt Securities and (b) any deferrals, renewals or
extensions of any such Senior Indebtedness. (Section 1.01). The Term
"indebtedness for money borrowed" when used with respect to Fleet is defined to
include, without limitation, any obligation of, or any obligation guaranteed by,
Fleet for the repayment of borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments, and any deferred obligation of,
or any such obligation guaranteed by, Fleet for the payment of the purchase
price of property or assets. (Section 1.01).
Existing Subordinated Indebtedness means Fleet's Subordinated Notes Due
1997, Floating Rate Subordinated Capital Notes Due 1998, 9.90% Subordinated
Notes Due 2001, 9% Subordinated Notes Due 2001, 8 1/8% Subordinated Notes Due
2004 and 8 5/8% Subordinated Notes Due 2007. As of the date of this Prospectus,
Fleet also had outstanding its 7 5/8% Subordinated Notes Due 1999 and 6 7/8%
Subordinated Notes Due 2003, each of which was issued under the Subordinated
Indenture, and its 9.85% Subordinated Capital Notes Due 1999, 8 5/8%
Subordinated Notes due 1999 and 7.20% Subordinated Notes due 2003, each of
which was issued under indentures assumed by Fleet in connection with the
Shawmut Merger and all of which are junior in right of payment to all of
Fleet's Senior Indebtedness and Other Financial Obligations.
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Unless otherwise specified in the Prospectus Supplement relating to the
particular series of Subordinated Debt Securities offered thereby, Other
Financial Obligations means all obligations of Fleet to make payment pursuant to
the terms of financial instruments, such as (i) securities contracts and foreign
currency exchange contracts, (ii) derivative instruments, such as swap
agreements (including interest rate and foreign exchange rate swap agreements),
cap agreements, floor agreements, collar agreements, interest rate agreements,
foreign exchange rate agreements, options, commodity futures contracts,
commodity option contracts and (iii) in the case of both (i) and (ii) above,
similar financial instruments, other than (A) obligations on account of Senior
Indebtedness and (B) obligations on account of indebtedness for money borrowed
ranking pari passu with or subordinate to the Subordinated Debt Securities.
Unless otherwise specified in the Prospectus Supplement relating to the
particular series of Subordinated Debt Securities offered thereby, Entitled
Persons means any person who is entitled to payment pursuant to the terms of
Other Financial Obligations.
Any Prospectus Supplement relating to a particular series of Subordinated
Debt Securities will set forth the aggregate amount of indebtedness of Fleet
senior to the Subordinated Debt Securities as of a recent practicable date.
Fleet's obligations under the Subordinated Debt Securities shall rank pari
passu in right of payment with each other and with the Existing Subordinated
Indebtedness, subject to the obligations of the Holders of Subordinated Debt
Securities to pay over any Excess Proceeds to Entitled Persons in respect of
Other Financial Obligations as provided in the Subordinated Indenture.
The Subordinated Indenture does not limit or prohibit the incurrence of
additional Senior Indebtedness or Other Financial Obligations, which may include
indebtedness that is senior to the Subordinated Debt Securities, but subordinate
to other obligations of Fleet.
The Prospectus Supplement may further describe the provisions, if any,
applicable to the subordination of the Subordinated Debt Securities of a
particular series.
Except as described above or in the Subordinated Indenture, the obligation
of Fleet to make payment of the principal of, premium, if any, or interest on
the Subordinated Debt Securities will not be affected by reason of such
subordination. In the event of a distribution of assets upon any dissolution,
winding up, liquidation or reorganization, certain general creditors of Fleet
may recover more, ratably, than Holders of the Subordinated Debt Securities.
Subject to payment in full of all Senior Indebtedness, the rights of the Holders
of Subordinated Debt Securities will be subrogated to the rights of the Holders
of Senior Indebtedness to receive payments or distribution of cash, property or
securities of Fleet applicable to Senior Indebtedness. Subject to the payment in
full of all Other Financial Obligations, the rights of the Holders of
Subordinated Debt Securities will be subrogated to the rights of Entitled
Persons to receive payments or distributions of cash, property or securities of
Fleet applicable to Other Financial Obligations. (Sections 14.02 and 14.10)
LIMITED RIGHTS OF ACCELERATION
Unless otherwise specified in the Prospectus Supplement relating to any
series of Subordinated Debt Securities, payment of principal of the Subordinated
Debt Securities may be accelerated only in case of certain events involving the
bankruptcy, insolvency or reorganization of Fleet which constitutes an Event of
Default (as defined below). There is no right of acceleration in the case of a
default in the payment of principal of, premium, if any, or interest on the
Subordinated Debt Securities or the performance of any other covenant of Fleet
in the Subordinated Indenture.
RESTRICTIVE COVENANTS
The Prospectus Supplement relating to a series of Subordinated Debt
Securities may describe certain restrictive covenants, if any, to which Fleet
may be bound under the Subordinated Indenture.
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EVENTS OF DEFAULT, DEFAULTS, WAIVERS
An "Event of Default" with respect to Subordinated Debt Securities of any
series is defined in the Subordinated Indenture as certain events involving the
bankruptcy or reorganization of Fleet and any other Event of Default provided
with respect to Subordinated Debt Securities of such series. (Section 7.01) A
"Default" with respect to Subordinated Debt Securities of any series is defined
in the Subordinated Indenture as (a) an Event of Default with respect to such
series; (b) failure to pay the principal of, or premium, if any, on any
Subordinated Security of such series at its Maturity; (c) failure to pay
interest upon any Subordinated Security of such series when due and payable and
the continuance of such Default for a period of 30 days; (d) failure to perform
any other covenant or agreement of Fleet in the Subordinated Indenture with
respect to Subordinated Debt Securities of such series and continuance of such
Default for 60 days after written notice of such failure, requiring Fleet to
remedy the same; and (e) any other Default provided with respect to Subordinated
Debt Securities of such series. (Section 7.07) If an Event of Default with
respect to any series of Subordinated Debt Securities for which there are
Subordinated Debt Securities outstanding under the Subordinated Indenture occurs
and is continuing, either the Subordinated Trustee or the Holders of not less
than 25% in aggregate principal amount of the Subordinated Debt Securities of
such series may declare the principal amount (or if such Subordinated Debt
Securities are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all Subordinated Debt
Securities of that series to be immediately due and payable. The Holders of a
majority in aggregate principal amount of the Subordinated Debt Securities of
any series outstanding under the Subordinated Indenture may waive, on behalf of
all Holders of such series, an Event of Default resulting in acceleration of
such Subordinated Debt Securities, but only if all Defaults have been remedied
and all payments due (other than those due as a result of acceleration) have
been made. (Section 7.02) If a Default occurs and is continuing, the
Subordinated Trustee may in its discretion, and at the written request of
Holders of not less than a majority in aggregate principal amount of the
Subordinated Debt Securities of any series outstanding under the Subordinated
Indenture and upon reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request and subject to
certain other conditions set forth in the Subordinated Indenture shall, proceed
to protect the rights of the Holders of all the Subordinated Debt Securities of
such series. (Section 7.03) Prior to acceleration of maturity of the
Subordinated Debt Securities of any series outstanding under the Subordinated
Indenture, the Holders of a majority in aggregate principal amount of such
Subordinated Debt Securities may waive any past Default under the Subordinated
Indenture except a Default in the payment of principal of, premium, if any, or
interest on the Subordinated Debt Securities of such series or in respect of a
covenant which cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected. (Section 7.13)
The Subordinated Indenture provides that in the event of a Default specified
in clauses (b) or (c) of the immediately preceding paragraph in payment of
principal of, premium, if any, or interest on any Subordinated Debt Security of
any series, Fleet will, upon demand of the Subordinated Trustee, pay to it, for
the benefit of the holder of any such Subordinated Debt Security, the whole
amount then due and payable on such Subordinated Debt Security for principal,
premium, if any, and interest. The Subordinated Indenture further provides that
if Fleet fails to pay such amount forthwith upon such demand, the Subordinated
Trustee may, among other things, institute a judicial proceeding for the
collection thereof. (Section 7.03)
The Subordinated Indenture also provides that notwithstanding any other
provision of the Subordinated Indenture, the holder of any Subordinated Debt
Security of any series shall have the right to institute suit for the
enforcement of any payment of principal of, premium, if any, and interest on
such Subordinated Debt Security on the respective Stated Maturities (as defined
in the Subordinated Indenture) expressed in such Subordinated Debt Security and
that such right shall not be impaired without the consent of such holder.
(Section 7.08)
Fleet is required to furnish to the Subordinated Trustee annually a
statement as to performance by Fleet of certain of its obligations under the
Subordinated Indenture and as to any Default in such performance. (Section 5.10)
18
<PAGE>
DESCRIPTION OF WARRANTS
Fleet may issue Warrants for the purchase of Debt Securities. Warrants may
be issued independently or together with Debt Securities offered by any
Prospectus Supplement and may be attached to or separate from any such
Securities. Each series of Warrants will be issued under a separate warrant
agreement (a "Warrant Agreement") to be entered into between Fleet and a bank or
trust company, as warrant agent (the "Warrant Agent"). The Warrant Agent will
act solely as an agent of the Company in connection with the Warrants and will
not assume any obligation or relationship of agency or trust for or with any
holders or beneficial owners of Warrants. The following summary of certain
provisions of the Warrants does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the provisions of the Warrant
Agreement that will be filed with the Commission in connection with the offering
of such Warrants.
The Prospectus Supplement relating to a particular issue of Warrants will
describe the terms of such Warrants, including the following: (a) the title of
such Warrants; (b) the offering price for such Warrants, if any; (c) the
aggregate number of such Warrants; (d) the designation and terms of the Debt
Securities purchasable upon exercise of such Warrants; (e) if applicable, the
designation and terms of the Debt Securities with which such Warrants are issued
and the number of such Warrants issued with each such Debt Security; (f) if
applicable, the date from and after which such Warrants and any Debt Securities
issued therewith will be separately transferable; (g) the principal amount of
Debt Securities purchasable upon exercise of a Warrant and the price at which
such principal amount of Debt Securities may be purchased upon exercise (which
price may be payable in cash, securities, or other property); (h) the date on
which the right to exercise such Warrants shall commence and the date on which
such right shall expire; (i) if applicable, the minimum or maximum amount of
such Warrants that may be exercised at any one time; (j) whether the Warrants
represented by the Warrant certificates or Debt Securities that may be issued
upon exercise of the Warrants will be issued in registered or bearer form; (k)
information with respect to book-entry procedures, if any; (l) the currency or
currency units in which the offering price, if any, and the exercise price are
payable; (m) if applicable, a discussion of material United States Federal
income tax considerations; (n) the antidilution provisions of such Warrants, if
any; (o) the redemption or call provisions, if any, applicable to such Warrants;
and (p) any additional terms of the Warrants, including terms, procedures, and
limitations relating to the exchange and exercise of such Warrants.
19
<PAGE>
PLAN OF DISTRIBUTION
Fleet may sell Securities to or through underwriters, and also may sell
Securities through agents (which are registered broker-dealers or banks) which
may be affiliates.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices (which may be changed from time
to time), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Each Prospectus
Supplement will describe the method of distribution of the Securities. Certain
restrictions relating to the distribution of Securities in connection with an
International Offering will be set forth in the applicable Prospectus
Supplement.
In connection with the sale of Securities, underwriters or agents acting on
Fleet's behalf may receive compensation from Fleet or from purchasers of
Securities for whom they may act as agents, in the form of discounts,
concessions or commissions. The underwriters, dealers and agents that
participate in the distribution of Securities may be deemed to be underwriters
under the Act and any discounts or commissions received by them and any profits
on the resale of Securities by them may be deemed to be underwriting discounts
and commissions under the Act. Any such underwriter will be identified and any
such compensation will be described in the applicable Prospectus Supplement.
Under agreements which may be entered into by Fleet, underwriters, dealers
and agents who participate in the distribution of Securities may be entitled to
indemnification by Fleet against certain liabilities, including liabilities
under the Act, and to certain rights of contribution from Fleet.
If so indicated in the applicable Prospectus Supplement, Fleet will
authorize underwriters or other persons acting as Fleet's agents to solicit
offers by certain institutions to purchase Debt Securities or Warrants from
Fleet pursuant to delayed delivery contracts providing for payment and delivery
on a future date or dates stated in the applicable Prospectus Supplement. Each
such contract will be for an amount not less than, and the aggregate amount of
such securities sold pursuant to such contracts shall not be less nor more than,
the respective amounts stated in the applicable Prospectus Supplement.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by Fleet. The obligations of any purchaser under
any such contract will not be subject to any condition except that (1) the
purchase of the Debt Securities or Warrants shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject, and (2) if the Debt Securities or Warrants are also being sold to
underwriters acting as principals for their own account, the underwriters shall
have purchased such Debt Securities or Warrants not sold for delayed delivery.
The underwriters and such other persons will not have any responsibility in
respect of the validity or performance of such contracts.
Certain of the underwriters and their associates and affiliates may be
customers of, have borrowing relationships with, engage in other transactions
with, and/or perform services, including investment banking services, for, Fleet
or one or more of its affiliates in the ordinary course of business.
EXPERTS
The consolidated financial statements of Fleet appearing in Fleet's 1994
Annual Report to Stockholders and incorporated by reference in Fleet's 1994
Annual Report on Form 10-K for the year ended December 31, 1994 (as amended by a
Form 10-K/A dated April 28, 1995), incorporated by reference herein (and
elsewhere in the Registration Statement) have been incorporated by reference
herein (and elsewhere in the Registration Statement) in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP refers to a change in the method of accounting for investments
in debt and equity securities.
20
<PAGE>
The supplemental consolidated financial statements of Fleet appearing in
Fleet's Current Report on Form 8-K dated January 19, 1996, incorporated by
reference herein, have been incorporated by reference herein in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
and upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP refers to changes in the methods of accounting
for investments in debt and equity securities and accounting for income taxes.
The consolidated financial statements of National Westminster Bancorp, Inc.
appearing in Fleet's Current Report on Form 8-K dated February 8, 1996,
incorporated by reference herein, have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing. The report of KPMG Peat Marwick LLP refers to changes in the methods
of accounting for investments and accounting for postretirement benefits other
than pensions.
The consolidated financial statements of Shawmut incorporated in this
Prospectus by reference to Fleet's Current Report on Form 8-K dated April 13,
1995, have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed upon for Fleet by
Edwards & Angell, One Hospital Trust Plaza, Providence, Rhode Island 02903, and
for the Underwriters by Cravath, Swaine & Moore, 825 Eighth Avenue, New York,
New York 10019. V. Duncan Johnson, a partner of Edwards & Angell, is a director
of Fleet-RI, Fleet-CT, Fleet-MA, FNB-CT and FNB-MA, and beneficially owns 4,052
shares of Common Stock.
21
<PAGE>
PROSPECTUS SUPPLEMENT [LOGO]
(TO PROSPECTUS DATED , 1996)
FINANCIAL GROUP
DEPOSITARY SHARES
FLEET FINANCIAL GROUP, INC.
EACH REPRESENTING A INTEREST IN A SHARE OF
SERIES VII % PERPETUAL PREFERRED STOCK
----------------
Each of the Depositary Shares offered hereby (the "Depositary
Shares") represents a interest in a share of Series VII % Perpetual
Preferred Stock, $250 liquidation preference per share (the "Perpetual Preferred
Stock"), of Fleet Financial Group, Inc. ("Fleet") deposited with the Depositary
(as defined herein) and, through the Depositary, entitles the holder to all
proportionate rights and preferences of the Perpetual Preferred Stock (including
dividend, voting, redemption and liquidation rights). The proportionate
liquidation preference of each Depositary Share is $ . See "Certain Terms of the
Depositary Shares".
Dividends on the Perpetual Preferred Stock will be cumulative from the date
of original issue and will be payable quarterly on January 15, April 15, July 15
and October 15 of each year, commencing , 1996 at a rate of % per
annum. See "Certain Terms of the Perpetual Preferred Stock--Dividends".
The Perpetual Preferred Stock is not redeemable prior to . The
Perpetual Preferred Stock is redeemable at the option of Fleet in whole or in
part, on and after , at $250 per share (equivalent to $ per
Depositary Share), plus, in each case, an amount equal to the sum of all accrued
and unpaid dividends thereon. The Perpetual Preferred Stock will not be entitled
to the benefit of any sinking fund. See "Certain Terms of the Perpetual
Preferred Stock--Redemption".
Application will be made to list the Depositary Shares on the New York Stock
Exchange (the "NYSE"). Trading of the Depositary Shares on the NYSE is expected
to commence within a 30-day period after the initial delivery of the Depositary
Shares.
-------------------
THE DEPOSITARY SHARES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF
ANY BANK OR NONBANK SUBSIDIARY OF FLEET AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR RELATED PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE><CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2)(3) FLEET(1)(3)(4)
<S> <C> <C> <C>
Per Depositary Share.......................... $ $ $
Total(5)...................................... $ $ $
</TABLE>
(1) Plus accrued dividends, if any, from , 1996.
(2) Fleet has agreed to indemnify the several Underwriters against certain
liabilities under the Securities Act of 1933, as amended. See
"Underwriting".
(3) The applicable Underwriting Discount will be $ per Depositary Share with
respect to any Depositary Share sold to certain institutions. To the extent
of such sales, the actual total Underwriting Discount will be less, and the
actual total Proceeds to Fleet will be greater than the amounts shown in the
table.
(4) Before deducting expenses payable by Fleet estimated at $175,000.
(5) Fleet has granted the Underwriters an option, exercisable within 30 days
after the date hereof, to purchase up to an additional Depositary
Shares at the Price to Public, less the Underwriting Discount, to cover
over-allotments, if any. If the Underwriters exercise such option in full,
the total Price to Public, Underwriting Discount and Proceeds to Fleet will
be $ , $ and $ , respectively. See "Underwriting".
-------------------
The Depositary Shares are offered by the several Underwriters, subject to
prior sale, when, as and if issued to and accepted by them, and subject to the
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the Depositary Receipts evidencing the Depositary Shares will be
made in New York, New York on or about , 1996.
-------------------
-------------------
The date of this Prospectus Supplement is , 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEPOSITARY
SHARES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE,
IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
This section replaces the section entitled "Use of Proceeds" in the
accompanying Prospectus.
Fleet intends to use the net proceeds from the sale of the Depositary Shares
to fund a portion of the purchase price for the NatWest Merger (as defined
below). See "Recent Developments--NatWest Merger". Fleet intends to use any net
proceeds from the sale of the Depositary Shares not used for such purpose for
general corporate purposes, principally to extend credit to, or fund investments
in, its subsidiaries. The precise amounts and timing of extensions of credit to,
and investments in, such subsidiaries will depend upon the subsidiaries' funding
requirements and the availability of other funds. Pending such applications, the
net proceeds may be temporarily invested in marketable securities or applied to
the reduction of Fleet's short-term indebtedness. Based upon the historic and
anticipated future growth of Fleet and the financial needs of its subsidiaries,
Fleet may engage in additional financings of a character and amount to be
determined as the need arises.
RECENT DEVELOPMENTS
NATWEST MERGER
On December 19, 1995, Fleet entered into an Agreement and Plan of Merger
(the "NatWest Merger Agreement") with National Westminster Bank Plc ("NatWest
Plc") providing for the merger (the "NatWest Merger") of FBNY with and into
NatWest Bank, N.A. ("NatWest Bank"), a national bank operating in New York and
New Jersey. NatWest Bank will continue its existence following the closing under
the name "Fleet Bank of New York, National Association" (the "Surviving Bank").
Following completion of the transaction, which has a purchase price of $3.26
billion, Fleet will have a strengthened market position in metropolitan New York
to complement its leading position in New England. The NatWest Merger Agreement
provides for a payment of $2.7 billion, subject to adjustment based on the
tangible net worth of NatWest Bank on the closing date of the NatWest Merger
(the "Closing Date"). In addition, the NatWest Merger Agreement provides for an
earnout payment (the "Earnout") of up to $560 million over an eight year period
following the Closing Date which will be based on the level of earnings of the
Surviving Bank during such period. The Earnout may be prepaid by Fleet at any
time at a price to be negotiated, and is subject to accelerated prepayment under
certain circumstances.
Fleet expects to finance the NatWest Merger primarily through internal
funding sources. Fleet currently plans to issue an additional $175 million of
preferred stock (which NatWest Plc or an affiliate has agreed to take as part of
the purchase price if such amount of preferred stock is not issued by Fleet
prior to the Closing Date) and $400 million of debt securities prior to the
Closing Date. Fleet also has the option to issue up to $175 million of the
purchase price in shares of its Common Stock.
Following the NatWest Merger, Fleet will have approximately $90 billion in
assets reflecting an expected reduction of Fleet's and NatWest's assets. As a
result of the NatWest Merger, Fleet expects to liquidate low-return assets,
primarily securities and residential mortgage loans, and replace them with
higher-yielding loans of NatWest Bank almost entirely funded with core deposits.
S-2
<PAGE>
In addition, Fleet expects to achieve cost savings of approximately $200
million (pre-tax) within eighteen months following the Closing Date, primarily
through reductions in staff, elimination and consolidation of certain branches,
and the consolidation of certain offices, data processing and other redundant
back-office operations. The extent to which cost savings will be achieved is
dependent upon various factors beyond the control of Fleet, including the
regulatory environment, economic conditions, unanticipated changes in business
conditions and inflation. Therefore, no assurances can be given with respect to
the ultimate level of cost savings to be realized, or that such savings will be
realized in the time-frame currently anticipated.
The NatWest Merger, which is subject to regulatory approval and other
conditions to closing, is expected to close in the second quarter of 1996. There
can be no assurance that such regulatory approvals will be obtained, and, if
obtained, there can be no assurance as to the date of any such approvals or the
absence of any litigation challenging such approvals. Upon completion, based on
information available to Fleet as of the date of this Prospectus Supplement,
Fleet expects to rank as the third largest banking institution in New York, the
fourth largest banking institution in New Jersey (the position currently
occupied by NatWest Bank) and to continue to rank as the largest banking
institution in New England. In total, Fleet expects to operate 1,225 branches
and 2,000 automated teller machines in eight states, and will maintain NatWest
Bank's recently opened customer service and sales operations in Scranton,
Pennsylvania.
For additional information regarding the NatWest Merger, including a copy of
the NatWest Merger Agreement and certain historical and pro forma financial
information related thereto, see Fleet's Current Reports on Form 8-K dated
December 19, 1995, February 8, 1996 and March , 1996, which are incorporated
by reference herein.
KKR EXCHANGE
On December 31, 1995, Fleet and certain partnerships (the "Partnerships")
represented by Kohlberg, Kravis & Roberts signed an agreement to exchange the
Partnership's ownership interest represented by their holdings of Fleet's Dual
Convertible Preferred Stock (the "DCP Stock") into direct ownership of
approximately 19.9 million shares of Common Stock (the "KKR Exchange"). As a
result of the exchange, the Partnerships currently hold an approximate 7.5%
ownership interest in Fleet. The Partnerships continue to hold rights to
purchase 6.5 million shares of Common Stock (the "Rights").
The DCP Stock and the Rights were originally issued to the Partnerships in
1991 to provide capital for Fleet's purchase of the Bank of New England
franchise. As part of the 1991 agreement, the Partnerships had the option of
exchanging the DCP Stock into either 16.0 million shares of Fleet Common Stock
or a 50% ownership interest in Fleet-MA and Fleet-CT.
For additional information on this transaction, see Fleet's Current Report
on Form 8-K dated December 19, 1995, which is incorporated by reference herein.
1995 AND FOURTH QUARTER RESULTS
Fleet's net income for the year ended December 31, 1995, was $610 million or
$1.57 per share compared to $849 million or $3.09 per share in 1994. Excluding
the impact of the special charges described below, Fleet's earnings were $1.04
billion or $3.77 per share for 1995, compared to $952 million or $3.48 per
share, excluding special charges for 1994. Fleet also reported a net loss of
$138 million or $1.17 per share for the fourth quarter of 1995, compared to net
income of $258 million or $0.97 per share for the fourth quarter of 1994.
Excluding the impact of special charges, earnings were $260 million or $0.94 per
share in the fourth quarter of 1995.
Special charges for 1995 included $317 million (after-tax) of merger costs
related to the Shawmut Merger ($286 million for the fourth quarter) and a charge
of $112 million (after-tax) related to Fleet's
S-3
<PAGE>
decision to sell Fleet Finance, Inc. ("Fleet Finance"), its consumer finance
subsidiary, and to sell certain nonperforming assets from its banking
subsidiaries that have been identified for accelerated disposition. Earnings per
share were also reduced by $0.59 related to the KKR Exchange described above.
Net interest income totaled $3.1 billion for both 1995 and 1994 as growth in
earning assets was offset by narrowing margins on those assets. Average loans
for the year increased by $7 billion, or 16%, due to both acquisitions and new
loan origination volume. The net interest margin for 1995 was 4.12%, compared to
4.30% in 1994. The 18 basis point decrease was attributable to an increase in
the cost of interest-bearing liabilities outpacing the increase in yields on
interest-earning assets, which is reflective of an increasingly competitive
market for customer deposits. Net interest income for the fourth quarter of 1995
totaled $747 million while the net interest margin was 4.00%, compared to $758
million and 4.29% in the prior year's fourth quarter and was the result of the
year's trends in deposit pricing noted above.
Credit loss provisions for 1995 were $101 million, compared to $65 million
in 1994, and were $26 million in the fourth quarter of 1995 compared to $17
million for the fourth quarter of 1994. Net charge-offs increased $63 million in
1995 and $37 million from last year's fourth quarter as a result of decreases in
recoveries on loans previously charged off, as well as an increase in consumer
charge-offs relating to an increase in the size of Fleet's credit card portfolio
as well as an increase in charge-offs at Fleet Finance. At December 31, 1995,
nonperforming assets were $499 million, which excludes $317 million of
nonperforming assets which were reclassified to assets held for sale or
accelerated disposition at December 31, 1995.
Noninterest income totaled $1.8 billion for 1995, up 20%, compared to $1.5
billion for 1994. Increases of 10% or more were noted in several lines of
business, including mortgage banking where revenues of $511 million in 1995
represented a 31% increase as a result of Fleet's mortgage servicing portfolio
increasing 30% to $116 billion. Investment services revenue improved 10% to $322
million, reflecting the improvement in the stock and bond markets during 1995,
and student loan servicing fees increased 33% to $72 million due to increased
loan volume associated with the National Direct Student Loan Program at Fleet's
student loan servicing subsidiary. Noninterest income for the fourth quarter
totaled $524 million compared to $414 million for the same period in 1994, an
increase of 27%, as the trends mentioned above continued into the fourth
quarter.
Noninterest expense totaled $3.1 billion during 1995 compared to $3.0
billion for 1994, excluding the special charges described above. Fleet's FDIC
assessment fees decreased $46 million during 1995 as the FDIC reduced its
assessment on deposits during 1995, and OREO expense declined by $36 million due
to reduced write-downs on OREO property. Offsetting these decreases were
increases in amortization of mortgage servicing rights (MSRs), intangible asset
amortization, and employee compensation.
Amortization of MSRs increased by $99 million due both to the acceleration of
MSRs amortization necessitated by the declining interest rate environment and a
30% growth in the size of Fleet's servicing portfolio. This increase in MSRs
amortization was offset in large part by $77 million of gains on treasury
options, which are used as hedges to offset changes in the valuation of MSRs.
Increases in amortization of intangibles, employee compensation and various
other expense categories are primarily attributable to numerous acquisitions
completed during 1995.
Noninterest expense totaled $814 million in the fourth quarter of 1995,
excluding the special charges noted above, compared to $717 million in the
fourth quarter of 1994. The $97 million increase in noninterest expense during
the fourth quarter of 1995 is primarily attributable to a $70 million increase
in mortgage servicing rights amortization offset economically by treasury option
hedge gains.
Total assets at December 31, 1995 and 1994 were $84.4 billion and $81.0
billion, respectively. Total loans and leases increased from $46.0 billion at
December 31, 1994 to $51.5 billion at December 31, 1995, principally reflecting
increased commercial and residential real estate loans. Commercial loans
increased 18% to $23.3 billion at December 31, 1995, while residential real
estate loans increased
S-4
<PAGE>
35% during the same period to $11.5 billion. Growth in Fleet's loan portfolio is
attributable both to acquisitions and new loan origination activity. Fleet's
reserve for loan losses at December 31, 1995 was $1.3 billion, or 2.6% of loans.
The investment securities portfolio decreased $1.8 billion to $19.3 billion at
December 31, 1995, as part of an effort to improve the overall mix of Fleet's
interest-earning assets. The market value of Fleet's investment securities
portfolio benefited significantly from falling interest rates during 1995 and
appreciated by $1.1 billion during the year. Also, during the fourth quarter,
Fleet reclassified $6.4 billion of its securities portfolio into the asset held
for sale category, which now contains substantially all of its securities
portfolio. Stockholders' equity amounted to $6.4 billion at Decem-
ber 31, 1995 compared to $5.5 billion at December 31, 1994.
For additional information regarding Fleet's financial results for the year
ended December 31, 1995, including its audited consolidated financial statements
and management's discussion and analysis relating thereto, see Fleet's Current
Report on Form 8-K dated March , 1996.
SHAWMUT MERGER
On February 20, 1995, Fleet and Shawmut National Corporation ("Shawmut")
entered into an Agreement and Plan of Merger (the "Merger Agreement") providing
for the merger of Shawmut with and into Fleet (the "Shawmut Merger"). The
Shawmut Merger was consummated on November 30, 1995. For additional information
regarding the Shawmut Merger and Fleet's supplemental consolidated financial
statements giving effect thereto, see Fleet's Current Reports on Form 8-K dated
February 20, 1995, February 21, 1995, April 13, 1995, May 17, 1995, June 21,
1995, August 11, 1995, August 23, 1995, November 15, 1995, November 30, 1995 and
January 19, 1996, which are incorporated by reference herein. Unless otherwise
noted, all of Fleet's historical financial information set forth in this
Prospectus Supplement has been restated to give effect to the Shawmut Merger for
all periods presented.
S-5
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
FLEET FINANCIAL GROUP, INC.
The following unaudited consolidated summary sets forth selected financial
data for Fleet and its subsidiaries for each of the years in the five-year
period ending December 31, 1995. The following summary should be read in
conjunction with the financial information incorporated herein by reference to
other documents. See "Incorporation of Certain Documents by Reference". All
information included herein has been restated to give effect to the Shawmut
Merger for all periods presented.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1995 1994 1993 1992 1991
----------- ----------- ----------- ----------- -----------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Consolidated Summary of
Operations:
Interest income (fully
taxable equivalent)........ $ 6,069 $ 5,260 $ 5,086 $ 5,318 $ 5,425
Interest expense............. 3,005 2,161 1,917 2,337 3,142
Net interest income.......... 3,064 3,099 3,169 2,981 2,283
Provision for credit
losses..................... 101 65 327 728 995
Net interest income after
provision for credit losses 2,963 3,034 2,842 2,253 1,288
Noninterest income........... 1,850 1,555 1,883 1,897 1,627
Noninterest expense.......... 3,735 3,145 3,579 3,479 2,864
Net income (loss)............ 610(a) 849 817(b) 366(b) (76)
Earnings (loss) per common
share:
Fully diluted................ $1.57(a) $3.09 $3.03(b) $1.40(b) $(0.44)
Weighted average fully
diluted shares
outstanding................ 265,886,363 264,828,469 257,373,073 237,116,784 204,024,214
Book value per common share.. $22.71 $20.68 $21.76 $17.65 $16.81
Cash dividends declared per
common share............... 1.63 1.40 1.025 0.825 0.80
Common dividends declared as
a percentage of earnings
per share.................. 103.8% 45.3% 33.8% 58.9% --(h)
Ratio of Earnings to Fixed
Charges:
Excluding interest on
deposits................... 1.78x 2.33x 2.36x 1.90x --(f)
Including interest on
deposits................... 1.34 1.62 1.56 1.26 --(f)
Ratio of Earnings to Fixed
Charges and Dividends on
Preferred Stock:
Excluding interest on
deposits................... 1.74 2.27 2.27 1.82 --(g)
Including interest on
deposits................... 1.33 1.61 1.54 1.25 --(g)
Consolidated Balance Sheet--
Average Balances:
Total assets................. $82,727 $79,561 $75,286 $71,633 $65,099
Securities held to
maturity(c)................ 7,736 8,787 7,735 4,300 12,358
Securities available for
sale(c).................... 12,779 16,923 14,140 14,061 1,597
Loans and leases, net of
unearned income............ 51,043 44,102 43,283 43,029 40,986
Interest-bearing deposits.... 43,120 40,113 39,766 42,031 40,867
Short-term borrowings........ 14,046 15,355 12,807 8,848 6,520
Long-term debt/subordinated
notes and debentures....... 6,581 5,383 5,039 4,116 3,947
Dual Convertible Preferred
Stock(d)................... -- -- -- 283 134
Stockholders' Equity......... 6,545 5,782 5,311 4,118 3,596
</TABLE>
S-6
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1995 1994 1993 1992 1991
----- ----- ----- ----- -----
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Consolidated Ratios:
Net interest margin (fully taxable
equivalent).............................. 4.12% 4.30% 4.63% 4.57% 3.85%
Return (loss) on average assets............ 0.74(a) 1.07 1.09(b) 0.51(b) (0.12)
Return (loss) on average common
stockholders' equity..................... 9.32(a)(e) 15.66(e) 17.11(b) 9.12(b) (2.73)
Average stockholders' equity to average
assets................................... 7.91 7.27 7.05 6.14 5.52
Tier 1 risk-based capital ratio............ 7.62 9.14 10.44 9.89 7.38
Total risk-based capital ratio............. 11.29 12.92 14.89 14.61 11.27
Period-end reserve for credit losses to
period-end loans and leases, net of
unearned income.......................... 2.56 3.25 3.82 4.43 4.73
Net charge-offs to average loans and
leases, net of unearned income........... 0.59 0.54 1.35 2.15 2.02
Period-end nonperforming assets to
period-end loans and leases, net of
unearned income, and other real estate
owned.................................... 0.97(i) 1.65 2.35 4.53 7.05
</TABLE>
- ------------
(a) Includes impact of the loss on assets held for sale or accelerated
disposition ($175 million pretax) and merger related charges ($490 million
pretax) recorded in 1995. Excluding these special charges, return on average
common stockholders' equity and return on average assets would have been
16.29% and 1.26%, respectively, while net income and earnings per share
would have been $1,039 million and $3.77, respectively.
(b) Includes impact of cumulative effect of change in accounting method of $53
million in 1993 and extraordinary credit of $18 million in 1992.
(c) For a discussion of Fleet's reclassification in 1992 of its "securities held
to maturity" to "securities held for sale", see Fleet's Current Report on
Form 8-K dated October 21, 1992. Effective January 1, 1994, Fleet adopted
FASB Statement No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." The standard requires that securities available for sale
be reported at fair value, with unrealized gains or losses reflected as a
separate component of stockholders' equity. In connection with the adoption
of FASB Statement No. 115, Fleet transferred securities netting to $345
million from the held to maturity portfolio to the available for sale
portfolio. During the fourth quarter of 1995, Fleet reclassified $6.4
billion of its securities from the held to maturity portfolio to the
securities available for sale portfolio.
(d) Fleet's DCP Stock was issued in 1991, reclassified to stockholders' equity
as of December 31, 1992 and converted into common equity on December 31,
1995.
(e) Fleet's return on average common stockholders' equity includes the average
unrealized gains and losses on securities available for sale. Excluding the
impact of FASB Statement No. 115, Fleet's return on average common
stockholders' equity would have been 9.25% and 15.35%, respectively, for the
years ended December 31, 1995 and 1994.
(f) Fixed charges exceeded earnings by $16 million for both the ratio excluding
and including interest on deposits.
(g) The sum of fixed charges and dividends exceeded earnings by $16 million for
both the ratio excluding and including interest on deposits.
(h) For the year ended December 31, 1991, Fleet reported a $76 million net loss
and therefore the ratio is not applicable.
(i) Excludes $317 million of nonperforming assets reclassified to held for sale
or accelerated disposition at December 31, 1995.
S-7
<PAGE>
CERTAIN TERMS OF THE PERPETUAL PREFERRED STOCK
The following description of certain terms of the Perpetual Preferred Stock
supplements, and to the extent inconsistent therewith, replaces, the description
of the general terms and provisions of the Preferred Stock of Fleet set forth
under the heading "Description of Preferred Stock" in the accompanying
Prospectus, to which description reference is hereby made. Certain terms not
defined in this description are defined in the Prospectus.
The Perpetual Preferred Stock is a series of the Fleet $1 Par Preferred
Stock which may be issued from time to time in one or more series with such
rights, preferences and limitations as are determined by the Board of Directors
of Fleet. The description of certain provisions of the Perpetual Preferred Stock
set forth below does not purport to be complete and is subject to and qualified
in its entirety by reference to the Certificate of Designations relating to the
Perpetual Preferred Stock, which Certificate will be filed as an exhibit to the
Form 8-K Current Report to be filed with respect to this offering.
The Perpetual Preferred Stock offered hereby is a single series consisting
of shares. The Perpetual Preferred Stock will, on the date of original
issue, rank on a parity in all respects with each other outstanding series of
the Fleet $1 Par Preferred Stock (other than the Junior Preferred Stock) and
will rank senior in all respects to the Common Stock and the Junior Preferred
Stock. See "Description of Existing Preferred Stock" in the accompanying
Prospectus.
DIVIDENDS
Cash dividends will be payable on each share of Perpetual Preferred Stock at
the rate of % of the liquidation preference per annum (equivalent to $
per annum per Depositary Share) when, as and if declared by the Board of
Directors of Fleet or a duly authorized committee thereof out of the assets of
Fleet legally available therefor. Dividends will be calculated on the basis of a
360-day year consisting of twelve 30-day months. Dividends on the Perpetual
Preferred Stock will be cumulative from the date of original issue and will be
payable to the holders of record at the close of business on such record date,
not exceeding 30 days (whether or not a business day) preceding the dividend
payment date, as shall be fixed by the Board of Directors of Fleet. The initial
dividend will be $ per share (equivalent to $ per Depositary Share)
and will be payable on , 1996. Thereafter dividends will be payable
quarterly on January 15, April 15, July 15 and October 15 of each year (a
"Dividend Payment Date"). See "Description of Preferred Stock--Dividends" in the
accompanying Prospectus.
LIQUIDATION RIGHTS
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of Fleet, the holders of shares of Perpetual Preferred Stock will be
entitled to receive out of the assets of Fleet available for distribution to
stockholders, before any distribution of assets is made on the Common Stock or
any other class or series of stock of Fleet ranking junior to the Perpetual
Preferred Stock upon liquidation, liquidating distributions in the amount of
$250 per share (equivalent to $ per Depositary Share), plus an amount equal to
the sum of all accrued and unpaid dividends (whether or not earned or declared)
for the then-current dividend period and all dividend periods prior thereto. See
"Description of Preferred Stock--Liquidation Rights" in the accompanying
Prospectus.
REDEMPTION
The Perpetual Preferred Stock is not redeemable prior to . On
and after such date, the Perpetual Preferred Stock (and the Depositary Shares)
is redeemable in cash at the option of Fleet in whole or in part, from time to
time upon not less than 30 nor more than 60 days' notice, at $250 per share
(equivalent to $ per Depositary Share), plus accrued dividends to the
redemption date. The
S-8
<PAGE>
Perpetual Preferred Stock will not be entitled to the benefits of any sinking
fund. See "Description of Preferred Stock--Redemption" in the accompanying
Prospectus. Under certain circumstances, Fleet may need the approval of the
Federal Reserve Board prior to exercising its right to redeem shares of
Perpetual Preferred Stock.
VOTING RIGHTS
Except as indicated below or except as expressly required by applicable law,
the holders of the Perpetual Preferred Stock will not be entitled to vote.
If the equivalent of six quarterly dividends payable on the Perpetual
Preferred Stock or any other class or series of preferred stock are in default,
the number of directors of Fleet will be increased by two (without duplication
of any increase made pursuant to the terms of any other series of preferred
stock of Fleet), and the holders of the Perpetual Preferred Stock, voting as a
single class with the holders of shares of any one or more other series of Fleet
$l Par Preferred Stock and any other class of Fleet preferred stock ranking on a
parity with the Perpetual Preferred Stock either as to dividends or distribution
of assets and upon which like voting rights have been conferred and are
exercisable, will be entitled to elect such two directors to fill such
newly-created directorships. Such right shall continue until full cumulative
dividends for all past dividend periods on all preferred shares of Fleet,
including any shares of the Perpetual Preferred Stock, have been paid or
declared and set apart for payment. Any such elected directors shall serve until
Fleet's next annual meeting of stockholders (notwithstanding that prior to the
end of such term the dividend default shall cease to exist) or until their
respective successors shall be elected and qualify.
The affirmative vote or consent of the holders of at least 66 2/3% of the
outstanding shares of the Perpetual Preferred Stock will be required for any
amendment of the Articles (or any certificate supplemental thereto) which will
adversely affect the powers, preferences, privileges or rights of the Perpetual
Preferred Stock. The affirmative vote or consent of the holders of at least 66
2/3% of the outstanding shares of the Perpetual Preferred Stock and any other
series of Fleet $1 Par Preferred Stock ranking on a parity with the Perpetual
Preferred Stock either as to dividends or upon liquidation, voting as a single
class without regard to series, will be required to issue, authorize or increase
the authorized amount of, or issue or authorize any obligation or security
convertible into or evidencing a right to purchase, any additional class or
series of stock ranking prior to the Perpetual Preferred Stock as to dividends
or upon liquidation, or to reclassify any authorized stock of Fleet into such
prior shares, but such vote will not be required for Fleet to take any such
actions with respect to any stock ranking on a parity with or junior to the
Perpetual Preferred Stock.
CONVERSION RIGHTS
The Perpetual Preferred Stock is not convertible into shares of any other
class or series of the capital stock of Fleet.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Depositary Shares and the Perpetual
Preferred Stock is Fleet-RI, Providence.
S-9
<PAGE>
CERTAIN TERMS OF THE DEPOSITARY SHARES
The following summary description of the Depositary Shares offered hereby
supplements, and to the extent inconsistent therewith, replaces, the description
of the terms of the Depositary Shares set forth under the heading "Description
of Depositary Shares" in the accompanying Prospectus, to which description
reference is hereby made. The summary description of the Depositary Shares set
forth below does not purport to be complete and is subject to and qualified in
its entirety by reference to the Deposit Agreement referred to below which will
be filed as an exhibit to the Form 8-K Current Report to be filed with respect
to this offering.
Each Depositary Share represents a interest in a share of Perpetual
Preferred Stock. The shares of Perpetual Preferred Stock underlying the
Depositary Shares will be deposited with Fleet-RI, as Depositary (the
"Depositary"), under a Deposit Agreement (the "Deposit Agreement") among Fleet,
the Depositary and the holders from time to time of the depositary receipts
issued by the Depositary thereunder (the "Depositary Receipts"). The Depositary
Receipts so issued will evidence the Depositary Shares. Subject to the terms of
the Deposit Agreement, each owner of a Depositary Share will be entitled through
the Depositary, in proportion to the interest in a share of Perpetual
Preferred Stock underlying such Depositary Share, to all rights and preferences
of a share of Perpetual Preferred Stock (including dividend, voting, redemption
and liquidation rights). Since each share of Perpetual Preferred Stock entitles
the holder thereof to one vote on matters on which the Perpetual Preferred Stock
is entitled to vote, each Depositary Share will, in effect, entitle the holder
thereof to of a vote thereon, rather than one full vote. See "Certain
Terms of the Perpetual Preferred Stock--Voting Rights" above and "Description of
Depositary Shares" in the accompanying Prospectus. Fleet-RI is a wholly-owned
subsidiary of Fleet, with the depositary operations located at 111 Westminster
Street, Providence, Rhode Island 02903.
FEDERAL INCOME TAX CONSEQUENCES
Owners of the Depositary Shares will be treated for Federal income tax
purposes as if they were owners of the Perpetual Preferred Stock represented by
such Depositary Shares.
On December 7, 1995, the Clinton Administration released a budget plan that
includes certain tax proposals (the "Proposals") that may affect holders of the
Perpetual Preferred Stock and Depositary Shares. The Proposals have not yet been
introduced as legislation and there can be no certainty that they will be
enacted into law.
Under the Proposals, the dividends received deduction that is currently
available to U.S. corporate shareholders for certain dividends received from
another corporation in which the shareholder owns less than 20% (by vote and
value) would be reduced from 70% to 50% for dividends paid after January 31,
1996. Additionally, under current law, the dividends received deduction is
allowed to a U.S. corporate shareholder only if the shareholder satisfies a
46-day holding period for the dividend-paying stock (or a 91-day period for
certain dividends on preferred stock); for this purpose, days on which the
market risk of owning said stock is reduced through certain hedging transactions
may not be counted. The Proposals provide that a taxpayer is not entitled to a
dividends received deduction if the taxpayer's holding period for the
dividend-paying stock is not satisfied over a period immediately before or
immediately after the taxpayer becomes entitled to receive the dividend. This
provision would be effective for dividends paid after January 31, 1996.
S-10
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), Fleet has agreed to sell to each of the
Underwriters named below, and each of the Underwriters, for whom
, are acting as representatives (the "Representatives"),
has severally agreed to purchase the number of Depositary Shares, each
representing a interest in a share of Perpetual Preferred Stock, set
forth opposite its name below. In the Underwriting Agreement, the several
Underwriters have agreed, subject to the terms and conditions set forth therein,
to purchase all of the Depositary Shares offered hereby (other than those
covered by the over-allotment option) if any of the Depositary Shares are
purchased. In the event of default by an Underwriter, the Underwriting Agreement
provides that, in certain circumstances, purchase commitments of the
nondefaulting Underwriters may be increased or the Underwriting Agreement may be
terminated.
NUMBER OF
UNDERWRITER DEPOSITARY SHARES
- ----------------------------------------------------------- -----------------
-----------------
Total......................................................
-----------------
-----------------
The Representatives of the Underwriters have advised Fleet that they propose
initially to offer the Depositary Shares to the public at the public offering
price set forth on the cover page of this Prospectus Supplement, and to certain
dealers at such price less a concession not in excess of $ per Depositary
Share; provided, however, that such concession shall not exceed $ per
Depositary Share for sales to certain institutions. The Underwriters may allow,
and such dealers may reallow, a discount not in excess of $ per Depositary
Share to certain other dealers. After the initial public offering, the public
offering price, concession and discount may be changed.
Fleet has granted the Underwriters an option, exercisable within 30 days
from the date hereof, to purchase up to an aggregate of additional
Depositary Shares at the public offering price set forth on the cover page
hereof, less the underwriting discount. The Underwriters may exercise such
options to purchase additional Depositary Shares solely for the purpose of
covering over-allotments, if any, incurred in the sale of the Depositary Shares
offered hereby. To the extent such option to purchase is exercised, each
Underwriter will become obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional Depositary Shares as the
number set forth next to such Underwriter's name in the preceding table bears to
.
Application will be made to list the Depositary Shares on the New York Stock
Exchange. Trading of the Depositary Shares on the New York Stock Exchange is
expected to commence within a 30-day period after the initial delivery of the
Depositary Shares. The Representatives have advised Fleet that they intend to
make a market in the Depositary Shares prior to the commencement of trading on
the New York Stock Exchange. The Representatives will have no obligation to make
a market in the Depositary Shares, however, and may cease market making
activities, if commenced, at any time.
Fleet has agreed to indemnify the Underwriters against, or contribute to
payments that the Underwriters may be required to make in respect of, certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
Any Underwriter may engage in transactions with and perform services for
Fleet in the ordinary course of business.
S-11
<PAGE>
SUBJECT TO COMPLETION, DATED , 1996
PROSPECTUS
COMMON STOCK, COMMON STOCK WARRANTS, PREFERRED STOCK, DEPOSITARY SHARES, AND
PREFERRED STOCK WARRANTS
FLEET FINANCIAL GROUP, INC.
Fleet Financial Group, Inc., a Rhode Island corporation ("Fleet"), may offer
from time to time (a) shares of Common Stock, par value $1.00 per share,
including the associated Preferred Share Purchase Rights (the "Common Stock"),
(b) shares of preferred stock, par value $1.00 per share (the "Preferred
Stock"), including, at its option, depositary shares (the "Depositary Shares")
evidenced by depositary receipts (the "Depositary Receipts") each representing a
fractional interest in such Preferred Stock and (c) warrants to purchase Common
Stock (the "Common Stock Warrants") or Preferred Stock (the "Preferred Stock
Warrants", together with the Common Stock Warrants, the "Warrants"), having a
public offering price of up to an aggregate of $1,000,000,000 (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")). The Common
Stock, Preferred Stock, Depositary Shares and Warrants (collectively, the
"Securities") may be offered separately or as units with other securities, in
separate series, in amounts and at prices and terms to be set forth in an
accompanying Prospectus Supplement (a "Prospectus Supplement"). Pursuant to the
terms of the Registration Statement of which this Prospectus constitutes a part,
Fleet may also offer and sell its unsecured debt securities, which may be either
senior or subordinated, or warrants to purchase debt securities (the "Debt
Securities"). Any such Debt Securities will be offered and issued pursuant to
the terms of a separate Prospectus contained in such Registration Statement. The
aggregate amount of Securities that may be offered and sold pursuant hereto is
subject to reduction as the result of the sale of any Debt Securities pursuant
to such separate Prospectus.
The specific terms of the Securities in respect of which this Prospectus is
being delivered will be set forth in the accompanying Prospectus Supplement,
together with the terms of the offering of the Securities and the initial price
and net proceeds to Fleet from the sale thereof. The Prospectus Supplement will
include, with regard to the particular Securities, the following information:
(i) in the case of Preferred Stock, the specific number of shares, title, stated
value and liquidation preference of each share, issuance price, dividend rate
(or method of calculation), dividend payment dates, any redemption or sinking
fund provisions, any conversion or exchange provisions and whether fractional
interests in shares of Preferred Stock will be represented by Depositary Shares;
(ii) in the case of Common Stock, the specific number of shares and issuance
price for such shares; (iii) in the case of Warrants, the duration, offering
price, exercise price and detachability of any such warrants; and (iv) in the
case of all Securities, whether such Securities will be offered separately or as
a unit with other securities. The Prospectus Supplement will also contain
information, where applicable, about certain United States federal income tax
considerations relating to, and any listing on a securities exchange of, the
Securities covered by the Prospectus Supplement.
Fleet may sell Securities to or through underwriters or dealers, and also
may sell Securities directly to other purchasers or through agents. See "Plan of
Distribution". If any agents or underwriters are involved in the sale of any of
the Securities, their names, any applicable fee, commission, purchase price or
discount arrangements with them will be set forth, or will be calculable from
the information set forth, in the Prospectus Supplement. Fleet may sell
Securities in an offering within the United States ("United States Offering") or
outside the United States ("International Offering").
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALE OF SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
THE SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF
ANY BANK OR NONBANK SUBSIDIARY OF FLEET AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER GOVERNMENT
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1996.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
AVAILABLE INFORMATION
Fleet is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Proxy statements, reports
and other information concerning Fleet can be inspected and copied at the
Commission's office at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and the Commission's Regional Offices in New York (Suite
1300, Seven World Trade Center, New York, New York 10048) and Chicago
(Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661), and copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Common Stock is listed on the New York Stock
Exchange. Reports, proxy material and other information concerning Fleet also
may be inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005. This Prospectus does not contain all the information
set forth in the Registration Statement and Exhibits thereto which Fleet has
filed with the Commission under the Securities Act of 1933, as amended (the
"Act"), which may be obtained from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549, upon payment of the prescribed fees, and to which reference is hereby
made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Fleet are incorporated
in this Prospectus by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1994, as
amended by a Form 10-K/A dated April 28, 1995.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995,
June 30, 1995, and September 30, 1995.
3. Current Reports on Form 8-K dated January 18, 1995, January 27, 1995,
February 20, 1995, February 21, 1995, April 13, 1995, May 11, 1995,
May 17, 1995, June 21, 1995, August 11, 1995, August 23, 1995, October
18, 1995, October 26, 1995, November 15, 1995, November 30, 1995,
December 19, 1995, January 17, 1996, January 19, 1996, February 8,
1996, February 21, 1996 and March , 1996.
4. The description of the Common Stock contained in a Registration
Statement filed by Industrial National Corporation (predecessor to
Fleet) on Form 8-B dated May 29, 1970, and any amendment or report
filed for the purpose of updating such description.
5. The description of the Preferred Share Purchase Rights contained in
Fleet's Registration Statement on Form 8-A dated November 29, 1990,
and any amendment or report filed for the purpose of updating such
description.
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
All documents filed with the Commission by Fleet pursuant to Sections 13, 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Securities offered hereby are
incorporated herein by reference and such documents shall be deemed to be a part
hereof from the date of filing of such documents. Any statement contained in
this Prospectus or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE,
UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN (OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS). WRITTEN REQUESTS
SHOULD BE MAILED TO INVESTOR RELATIONS DEPARTMENT, FLEET FINANCIAL GROUP, INC.,
ONE FEDERAL STREET, BOSTON, MASSACHUSETTS 02211. TELEPHONE REQUESTS MAY BE
DIRECTED TO (617) 292-2000.
2
<PAGE>
FLEET FINANCIAL GROUP, INC.
GENERAL
Fleet is a diversified financial services company organized under the laws
of the State of Rhode Island. At December 31, 1995, Fleet had total assets of
$84.4 billion, total deposits of $57.1 billion and stockholders' equity of $6.4
billion.
Fleet is engaged in a general commercial banking and trust business
throughout the states of New York, Rhode Island, Connecticut, Massachusetts,
Maine, New Hampshire and Florida through its banking subsidiaries, Fleet Bank
("Fleet-NY"); Fleet Bank of New York, National Association ("FBNY"); Fleet
National Bank ("Fleet-RI"); Fleet Bank, National Association ("Fleet-CT"); Fleet
National Bank of Connecticut ("FNB-CT"); Fleet Bank of Massachusetts, National
Association ("Fleet-MA"); Fleet National Bank of Massachusetts ("FNB-MA"); Fleet
Bank of Maine; Fleet Bank-NH and Fleet Bank, F.S.B.
Fleet provides, through its nonbanking subsidiaries, a variety of financial
services, including mortgage banking, asset-based lending, equipment leasing,
consumer finance, real estate financing, securities brokerage services,
investment banking, investment advice and management, data processing and
student loan servicing.
On February 20, 1995, Fleet and Shawmut National Corporation ("Shawmut")
entered into an Agreement and Plan of Merger (the "Merger Agreement") providing
for the merger of Shawmut with and into Fleet (the "Shawmut Merger"). The
Shawmut Merger was consummated on November 30, 1995. For additional information
regarding the Shawmut Merger and Fleet's supplemental consolidated financial
statements giving effect thereto, see Fleet's Current Reports on Form 8-K dated
February 20, 1995, February 21, 1995, April 13, 1995, May 17, 1995, June 21,
1995, August 11, 1995, August 23, 1995, November 15, 1995, November 30, 1995 and
January 19, 1996, which are incorporated by reference herein. Unless otherwise
noted, all of Fleet's historical financial information set forth in this
Prospectus Supplement has been restated to give effect to the Shawmut Merger for
all periods presented..
On December 19, 1995, Fleet entered into an Agreement and Plan of Merger
(the "NatWest Merger Agreement") with National Westminster Bank Plc ("NatWest
Plc") providing for the merger (the "NatWest Merger") of FBNY with and into
NatWest Bank, N.A. ("NatWest Bank"), a national bank operating in New York and
New Jersey. NatWest Bank will continue its existence following the closing under
the name "Fleet Bank of New York, National Association" (the "Surviving Bank").
See "Recent Developments--NatWest Merger". For additional information regarding
the NatWest Merger, including a copy of the NatWest Merger Agreement and certain
historical and pro forma financial information related thereto, see Fleet's
Current Reports on Form 8-K dated December 19, 1995, February 8, 1996, and March
, 1996, which are incorporated by reference herein.
The principal office of Fleet is located at One Federal Street, Boston,
Massachusetts 02211, telephone number (617) 292-2000.
REGULATORY MATTERS
General. Fleet is a legal entity separate and distinct from its
subsidiaries. The ability of holders of debt and equity securities of Fleet,
including the holders of the Securities offered hereby, to benefit from the
distribution of assets of any subsidiary upon the liquidation or reorganization
of such subsidiary is subordinate to prior claims of creditors of the subsidiary
(including depositors in the case of banking subsidiaries) except to the extent
that a claim of Fleet as a creditor may be recognized.
There are various statutory and regulatory limitations on the extent to
which banking subsidiaries of Fleet can finance or otherwise transfer funds to
Fleet or its nonbanking subsidiaries, whether in the form of loans, extensions
of credit, investments or asset purchases. Such transfers by any subsidiary
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bank to Fleet or any nonbanking subsidiary are limited in amount to 10% of the
bank's capital and surplus and, with respect to Fleet and all such nonbanking
subsidiaries, to an aggregate of 20% of each such bank's capital and surplus.
Furthermore, loans and extensions of credit are required to be secured in
specified amounts and are required to be on terms and conditions consistent with
safe and sound banking practices.
In addition, there are regulatory limitations on the payment of dividends
directly or indirectly to Fleet from its banking subsidiaries. Under applicable
banking statutes, at December 31, 1995, Fleet's banking subsidiaries could have
declared additional dividends of approximately $557 million. Federal and state
regulatory agencies also have the authority to limit further Fleet's banking
subsidiaries' payment of dividends based on other factors, such as the
maintenance of adequate capital for such subsidiary bank
Under the policy of the Board of Governors of the Federal Reserve System
(the "Federal Reserve Board"), Fleet is expected to act as a source of financial
strength to each subsidiary bank and to commit resources to support such
subsidiary bank in circumstances where it might not do so absent such policy. In
addition, any subordinated loans by Fleet to any of the subsidiary banks would
also be subordinate in right of payment to deposits and obligations to general
creditors of such subsidiary bank. Further, the Crime Control Act of 1990
amended the federal bankruptcy laws to provide that in the event of the
bankruptcy of Fleet, any commitment by Fleet to its regulators to maintain the
capital of a banking subsidiary will be assumed by the bankruptcy trustee and
entitled to a priority of payment.
FIRREA.
As a result of the enactment of the Financial Institutions Reform, Recovery
and Enforcement Act ("FIRREA") on August 9, 1989, any or all of Fleet's
subsidiary banks can be held liable for any loss incurred by, or reasonably
expected to be incurred by, the FDIC after August 9, 1989, in connection with
(a) the default of any other of Fleet's subsidiary banks or (b) any assistance
provided by the FDIC to any other of Fleet's subsidiary banks in danger of
default. "Default" is defined generally as the appointment of a conservator or
receiver and "in danger of default" is defined generally as the existence of
certain conditions indicating that a "default" is likely to occur without
regulatory assistance.
FDICIA.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"FDICIA"), which was enacted on December 19, 1991, provides for, among other
things, increased funding for the Bank Insurance Fund (the "BIF") of the FDIC
and expanded regulation of depository institutions and their affiliates,
including parent holding companies. A summary of certain provisions of FDICIA
and its implementing regulations is provided below.
Prompt Corrective Action. The FDICIA provides the federal banking agencies
with broad powers to take prompt corrective action to resolve problems of
insured depository institutions, depending upon a particular institution's level
of capital. The FDICIA establishes five tiers of capital measurement for
regulatory purposes ranging from "well-capitalized" to "critically
undercapitalized." A depository institution may be deemed to be in a
capitalization category that is lower than is indicated by its actual capital
position under certain circumstances. At September 30, 1995, each of Fleet's and
Shawmut's subsidiary depository institutions was classified as
"well-capitalized" under the prompt corrective action regulations described
above.
Brokered Deposits. Under the FDICIA, a depository institution that is
well-capitalized may accept brokered deposits. A depository institution that is
adequately capitalized may accept brokered deposits only if it obtains a waiver
from the FDIC, and may not offer interest rates on deposits "significantly
higher" than the prevailing rate in its market. An undercapitalized depository
institution may not accept brokered deposits. In Fleet's opinion, these
limitations do not have a material effect on Fleet.
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Safety and Soundness Standards. The FDICIA, as amended, directs each federal
banking agency to prescribe safety and soundness standards for depository
institutions relating to internal controls, information systems, internal audit
systems, loan documentation, credit underwriting, interest rate exposure, asset
growth, compensation, asset-quality, earnings and stock valuation. Final
interagency regulations to implement these new safety and soundness standards
have recently been adopted by the federal banking agencies. In July 1995, the
federal banking agencies published proposed guidelines establishing safety and
soundness standards concerning asset quality and earnings. If adopted in final
form, these proposed guidelines will be incorporated into the Interagency
Guidelines Establishing Standards for Safety and Soundness. The ultimate
cumulative effect of these standards cannot currently be forecast.
The FDICIA also contains a variety of other provisions that may affect
Fleet's operations, including new reporting requirements, regulatory standards
for real estate lending, "truth in savings" provisions, and the requirement that
a depository institution give 90 days' prior notice to customers and regulatory
authorities before closing any branch.
Capital Guidelines
Under the Federal Reserve Board's capital guidelines, the minimum ratio of
total capital to risk-adjusted assets (including certain off-balance sheet
items, such as standby letters of credit) is 8%. At least half of the total
capital is to be comprised of common equity, retained earnings, minority
interests in the equity accounts of consolidated subsidiaries and a limited
amount of cumulative and noncumulative perpetual preferred stock, less
deductible intangibles ("Tier 1 capital"). The remainder may consist of
perpetual debt, mandatory convertible debt securities, a limited amount of
subordinated debt, other preferred stock and a limited amount of loan loss
reserves ("Tier 2 capital"). In addition, the Federal Reserve Board requires a
leverage ratio (Tier 1 capital to average quarterly assets, net of goodwill) of
3% for bank holding companies that meet certain specified criteria, including
that they have the highest regulatory rating. The rule indicates that the
minimum leverage ratio should be 1% to 2% higher for holding companies
undertaking major expansion programs or that do not have the highest regulatory
rating. Fleet's banking subsidiaries are subject to similar capital requirements
except that preferred stock must be noncumulative to qualify as Tier 1 capital.
The federal banking agencies continue to consider capital requirements
applicable to banking organizations. Effective September 1, 1995, the federal
banking agencies adopted amendments to their risk-based capital regulations to
provide for the consideration of interest rate risk in the determination of a
bank's minimum capital requirements. The amendments require that banks
effectively measure and monitor their interest rate risk and that they maintain
capital adequate for that risk. Under the amendments, banks with excess interest
rate risk would be required to maintain additional capital beyond that generally
required. In addition, effective January 17, 1995, the federal banking agencies
adopted amendments to their risk-based capital standards to provide for the
concentration of credit risk and certain risks arising from nontraditional
activities, as well as a bank's ability to manage these risks, as important
factors in assessing a bank's overall capital adequacy.
As of September 30, 1995, Fleet's capital ratios on a historical basis and
restated to give effect to the Shawmut Merger exceeded all minimum regulatory
capital requirements.
Under federal banking laws, failure to meet the minimum regulatory capital
requirements could subject a banking institution to a variety of enforcement
remedies available to federal regulatory authorities, including the termination
of deposit insurance by the FDIC and seizure of the institution.
Interstate Banking and Branching Legislation
On September 29, 1994, President Clinton signed the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994 (the "Interstate Act") into law.
The Interstate Act facilitates the interstate expansion and consolidation of
banking organizations by permitting (i) beginning one year after
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enactment of the legislation, bank holding companies that are adequately
capitalized and managed to acquire banks located in states outside their home
states regardless of whether such acquisitions are authorized under the law of
the host state, (ii) the interstate merger of banks after June 1, 1997, subject
to the right of individual states to "opt in" or "opt out" of this authority
prior to such date, (iii) banks to establish new branches on an interstate basis
provided that such action is specifically authorized by the law of the host
state, (iv) foreign banks to establish, with approval of the appropriate
regulators in the United States, branches outside their home states to the same
extent that national or state banks located in such state would be authorized to
do so and (v) beginning September 29, 1995, banks to receive deposits, renew
time deposits, close loans, service loans and receive payments on loans and
other obligations as agent for any bank or thrift affiliate, whether the
affiliate is located in the same or different state. Connecticut and Rhode
Island, which are two states in which Fleet subsidiaries conduct banking
operations, have adopted legislation opting into the interstate provisions of
the Interstate Act. Fleet has recently filed applications for approval by the
Office of the Comptroller of the Currency to merge its banking subsidiaries in
Connecticut, Massachusetts and Rhode Island in order to achieve cost savings and
to increase convenience to its customers in those states.
DEPOSIT INSURANCE ASSESSMENTS
The deposits of each of Fleet's subsidiary banks are insured up to
regulatory limits by the FDIC and, accordingly, are subject to deposit insurance
assessments to maintain the Bank Insurance Fund ("BIF") administered by the
FDIC. The FDIC has adopted regulations establishing a permanent risk-related
deposit insurance assessment system. Under this system, the FDIC places each
insured bank in one of nine risk categories based on (a) the bank's
capitalization and (b) supervisory evaluations provided to the FDIC by the
institution's primary federal regulator. Each insured bank's insurance
assessment rate is then determined by the risk category in which it is
classified by the FDIC. There is currently a 27 basic point spread between the
highest and lowest assessment rates, so that banks classified in the highest
capital and supervisory evaluation categories by the FDIC are currently subject
to a rate of $0.04 per $100 of deposits and banks classified in the lowest
capital and supervisory evaluation categories by the FDIC are currently subject
to a rate of $0.31 per $100 of deposits.
On November 14, 1995, the FDIC voted to decrease premiums effective January
1, 1996. The decrease will lower the rate of deposit insurance premiums by $.04
per $100 of deposits for banks in each risk assessment category. As a result,
banks in the highest capital and supervisory evaluation categories will have an
assessment rate of $0.00, and will pay only the minimum assessment of $2,000 per
year for deposit insurance. Banks in the lowest capital and supervisory
evaluation categories will be subject to a rate of $0.27 per $100 of deposits.
There is no guarantee that the rate of deposit insurance premiums will not
increase in the future.
These assessment rates also reflect the amount the FDIC has determined is
necessary to maintain the reserve ratio of BIF of 1.25% of total insured bank
deposits. The FDIC has announced that this reserve ratio was achieved during
1995. However, due primarily to the fact that the reserve ratio of the FDIC's
Savings Association Insurance Fund ("SAIF") is not projected to reach the
required level of 1.25% for several years, the FDIC has made a proposal to
Congress to (1) capitalize the SAIF through a special up-front cash assessment
on SAIF deposits; (2) spread the responsibility for payments to the Financing
Corporation created under Title III of the Competitive Equality Banking Act of
1987 proportionally over all FDIC-insured institutions; and (3) as soon as
practicable, merge the BIF and the SAIF. On November 14, 1995, the Board of
Directors of the FDIC voted to retain the existing assessment rate schedule
applicable to members of the SAIF for the first half of 1996.
Fleet's subsidiary banks do not hold significant amounts of deposits insured
by the SAIF.
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CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND DIVIDENDS
ON PREFERRED STOCK
Fleet's consolidated ratios of earnings to fixed charges and dividends on
preferred stock were as follows for the years and periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1995 1994 1993 1992 1991
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges and Dividends on
Preferred Stock:
Excluding interest on deposits...................... 1.74x 2.27x 2.27x 1.82x *
Including interest on deposits...................... 1.33 1.61 1.54 1.25 *
</TABLE>
- ------------
* The sum of fixed charges and dividends on preferred stock exceeded earnings by
$16 million for both the ratio excluding and including interest on deposits
for the year ended December 31, 1991.
For purposes of computing the consolidated ratios, earnings consist of
income before income taxes plus fixed charges (excluding capitalized interest)
and, where indicated, the pretax equivalents of dividends on preferred stock.
Fixed charges consist of interest on short-term debt and long-term debt
(including interest related to capitalized leases and capitalized interest) and
one-third of rent expense, which approximates the interest component of such
expense. In addition, where indicated, fixed charges include interest on
deposits.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, Fleet
intends to use the net proceeds from the sale of the Securities for general
corporate purposes, principally to extend credit to, or fund investments in, its
subsidiaries. The precise amounts and timing of extensions of credit to, and
investments in, such subsidiaries will depend upon the subsidiaries' funding
requirements and the availability of other funds. Pending such applications, the
net proceeds may be temporarily invested in marketable securities or applied to
the reduction of Fleet's short-term indebtedness. Based upon the historic and
anticipated future growth of Fleet and the financial needs of its subsidiaries,
Fleet may engage in additional financings of a character and amount to be
determined as the need arises.
DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain other terms of any series of the
Preferred Stock offered by any Prospectus Supplement will be described in the
Prospectus Supplement relating to such series of the Preferred Stock. If so
indicated in the applicable Prospectus Supplement, the terms of any such series
may differ from the terms set forth below. The description of the provisions of
the Preferred Stock set forth below and in any Prospectus Supplement does not
purport to be complete and is subject to and qualified in its entirety by
reference to the Certificate of Designation relating to the applicable series of
the Preferred Stock.
GENERAL
Under Fleet's Restated Articles of Incorporation (the "Articles"), the Board
of Directors of Fleet is authorized, without further shareholder action, to
provide for the issuance of up to 16,000,000 shares of preferred stock, $1 par
value ("Fleet $1 Par Preferred Stock"), in one or more series, with such voting
powers, dividends, designations, preferences, rights, qualifications,
limitations and restrictions as shall
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be set forth in the resolutions providing for the issuance thereof adopted by
the Board of Directors. As of December 31, 1995, Fleet had outstanding five
series of Fleet $1 Par Preferred Stock as follows: (i) 519,758 shares of Series
III 10.12% Perpetual Preferred Stock (the "Series III Preferred"), having a
liquidation value of $100 per share, plus accrued and unpaid dividends, were
designated and 519,758 shares were issued and outstanding, (ii) 478,838 shares
of Series IV 9.375% Perpetual Preferred Stock (the "Series IV Preferred"),
having a liquidation value of $100 per share, plus accrued and unpaid dividends,
were designated and 478,838 shares were issued and outstanding, (iii) 688,700
shares of Preferred Stock with Cumulative and Adjustable Dividends (the
"Adjustable Preferred"), having a liquidation value of $50.00 per share, plus
accrued and unpaid dividends, were designated and 688,700 were outstanding, (iv)
575,000 shares of 9.30% Cumulative Preferred Stock (the "9.30% Preferred"),
having a liquidation value of $250 per share, plus accrued and unpaid dividends,
were designated and 575,000 were outstanding and (v) 500,000 shares of 9.35%
Cumulative Preferred Stock (the "9.35% Preferred"), having a liquidation value
of $250 per share, plus accrued and unpaid dividends, were designated and
500,000 were outstanding. In addition, as of December 31, 1995, the Board of
Directors of Fleet had established a series of 3,000,000 shares of Cumulative
Participating Junior Preferred Stock, par value $1 per share (the "Junior
Preferred Stock") issuable upon exercise of the preferred share purchase rights
described below, of which no shares were issued and outstanding as of such date.
On February 21, 1996, Fleet established two new series of Fleet $1 Par Preferred
Stock as follows: (i) 1,265,000 shares of Series V 7.25% Perpetual Preferred
Stock (the "Series V Preferred"), having a liquidation value of $250 per share,
plus accrued and unpaid dividends, were designated and 1,100,000 were issued and
outstanding and (ii) 690,000 shares of Series VI 6.75% Perpetual Preferred Stock
(the "Series VI Preferred"), having a liquidation value of $250 per share, plus
accrued and unpaid dividends, were designated and 600,000 were issued and
outstanding. Each such outstanding series and class is described below under
"Description of Existing Preferred Stock".
Under regulations adopted by the Federal Reserve Board, if the holders of
any series of the Preferred Stock are or become entitled to vote for the
election of directors because dividends on such series are in arrears, such
series may then be deemed a "class of voting securities" and a holder of 25% or
more of such series (or a holder of 5% or more if it otherwise exercises a
"controlling influence" over Fleet) may then be subject to regulation as a bank
holding company in accordance with the Bank Holding Company Act of 1956, as
amended. In addition, at such time as such series is deemed a class of voting
securities, (i) any other bank holding company may be required to obtain the
approval of the Federal Reserve Board to acquire or retain 5% or more of such
series and (ii) any person other than a bank holding company may be required to
obtain the approval of the Federal Reserve Board to acquire or retain 10% or
more of such series.
The Preferred Stock shall have the dividend, liquidation, redemption, voting
and conversion rights set forth below unless otherwise provided in the
Prospectus Supplement relating to a particular series of the Preferred Stock.
Reference is made to the Prospectus Supplement relating to the particular series
of the Preferred Stock offered thereby for specific terms, including: (i) the
title, stated value and liquidation preference of such Preferred Stock and the
number of shares offered; (ii) the initial public offering price at which such
Preferred Stock will be issued; (iii) the dividend rate or rates (or method of
calculation), the dividend periods, the dates on which dividends shall be
payable and whether such dividends shall be cumulative or noncumulative and, if
cumulative, the dates from which dividends shall commence to accumulate; (iv)
any redemption or sinking fund provisions; (v) any conversion provisions; (vi)
whether Fleet has elected to offer Depositary Shares as described under
"Description of Depositary Shares"; and (vii) any other rights, preferences,
privileges, limitations and restrictions on such Preferred Stock.
The Preferred Stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the Prospectus Supplement relating to a particular
series of the Preferred Stock, each series of the Preferred Stock will rank on a
parity in all respects with the outstanding preferred stock of Fleet and
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each other series of the Preferred Stock (except for the Junior Preferred Stock)
and will rank senior in all respects to any outstanding shares of Junior
Preferred Stock and the Common Stock. See "Description of Existing Preferred
Stock". The Preferred Stock will have no preemptive rights to subscribe for any
additional securities which may be issued by Fleet.
Unless otherwise specified in the applicable Prospectus Supplement, the
depositary, transfer agent, registrar, dividend disbursing agent and redemption
agent for shares of the Preferred Stock will be Fleet-RI.
As described under "Description of Depositary Shares", Fleet may, at its
option, with respect to any series of the Preferred Stock, elect to offer
fractional interests in shares of Preferred Stock, and provide for the issuance
by a Depositary (as defined below) of depositary receipts ("Depositary
Receipts") representing depositary shares ("Depositary Shares"), each of which
will represent a fractional interest (to be specified in the applicable
Prospectus Supplement relating to a particular series of the Preferred Stock) in
a share of such series of the Preferred Stock.
DIVIDENDS
Holders of the Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors of Fleet, out of any funds
legally available therefor, cash dividends at such rates and on such dates as
are set forth in the Prospectus Supplement relating to such series of the
Preferred Stock. Such rates may be fixed or adjustable or both. If adjustable,
the formula or other method used for determining the applicable dividend rate
for each dividend period will be set forth in the applicable Prospectus
Supplement. Dividends will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
Dividends on any series of the Preferred Stock may be cumulative or
noncumulative, as provided in the applicable Prospectus Supplement. If the Board
of Directors of Fleet fails to declare a dividend payable on a dividend payment
date on any series of the Preferred Stock for which dividends are noncumulative
("Noncumulative Preferred Stock"), then the holders of such series of the
Preferred Stock will have no right to receive a dividend in respect of the
dividend period ending on such dividend payment date, and Fleet will have no
obligation to pay the dividend accrued for such period, whether or not dividends
on such series are declared payable on any future dividend payment dates.
When dividends are not paid in full upon any series of the Preferred Stock
and any other series of Fleet's preferred stock ranking on a parity as to
dividends with such series of Preferred Stock, all dividends declared upon
shares of such series of Preferred Stock and any other series of Fleet's
preferred stock ranking on a parity as to dividends shall be declared pro rata
so that the amount of dividends declared per share on such series of Preferred
Stock and such other preferred stock shall in all cases bear to each other the
same ratio that accrued dividends per share on the shares of such series of
Preferred Stock (which shall not, if such Preferred Stock is Noncumulative
Preferred Stock, include any accumulation in respect of unpaid dividends for
prior dividend periods) and such other preferred stock bear to each other.
Except as provided in the preceding sentence, unless (i) with respect to any
series of Preferred Stock for which dividends are cumulative ("Cumulative
Preferred Stock"), full cumulative dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for such payment on such Preferred Stock for all dividend periods
terminating on or prior to the date of payment of any such dividends on such
other series of preferred shares of Fleet or (ii) with respect to any series of
Noncumulative Preferred Stock, full dividends for the then-current dividend
period on such Preferred Stock have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for such
payment, no dividends (other than in Common Stock or another stock ranking
junior to such series of Preferred Stock as to dividends and upon liquidation)
shall be declared or paid or set aside for payment, nor shall any other
distribution be made on the Common Stock or on any other stock of Fleet ranking
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junior to or on a parity with such series of Preferred Stock as to dividends or
upon liquidation. Unless full dividends on the Cumulative Preferred Stock of any
series have been paid for the then-current and all past dividend periods and
full dividends for the then-current dividend period on the Noncumulative
Preferred Stock of any series have been declared and paid or declared and a sum
sufficient for the payment thereof set apart for such payment, no Common Stock
or any other stock of Fleet ranking junior to or on a parity with such series of
Preferred Stock as to dividends or upon liquidation may be redeemed, purchased
or otherwise acquired for any consideration (or any moneys paid to or made
available for a sinking fund for the redemption of any shares of any such stock)
by Fleet (except by conversion into or exchange for stock of Fleet ranking
junior to such series of Preferred Stock as to dividends and upon liquidation).
See "Fleet Financial Group, Inc." with respect to certain limitations on the
ability of Fleet and its banking subsidiaries to pay dividends.
LIQUIDATION RIGHTS
In the event of any voluntary or involuntary dissolution, liquidation or
winding up of Fleet, the holders of each series of the Preferred Stock will be
entitled to receive and to be paid out of assets of Fleet available for
distribution to its stockholders, before any payment or distribution is made to
holders of Common Stock or any other class of stock ranking junior to such
series of the Preferred Stock upon liquidation, liquidating distributions in an
amount per share as set forth in the Prospectus Supplement relating to such
series of the Preferred Stock, plus accrued and unpaid dividends (whether or not
earned or declared) for the then-current dividend period and, if such series of
the Preferred Stock is Cumulative Preferred Stock, for all dividend periods
prior thereto. If, upon any voluntary or involuntary dissolution, liquidation or
winding up of Fleet, the amounts payable with respect to the Preferred Stock of
any series and any other shares of stock of Fleet ranking as to any such
distribution on a parity with the Preferred Stock of such series are not paid in
full, the holders of the Preferred Stock of such series and of such other shares
will share ratably in any such distribution of assets of Fleet in proportion to
the full respective distributable amounts to which they are entitled. After
payment of the full amount of the liquidating distributions to which they are
entitled, the holders of shares of such series of the Preferred Stock will not
be entitled to any further participation in any distribution of assets by Fleet.
Neither the sale of all or substantially all the property or business of Fleet,
nor the merger or consolidation of Fleet into or with any other corporation
shall be deemed to be a dissolution, liquidation or winding up, voluntary or
involuntary, of Fleet.
REDEMPTION
Any series of the Preferred Stock may be redeemable, in whole or in part, at
the option of Fleet, and may be subject to mandatory redemption pursuant to a
sinking fund or otherwise, in each case upon the terms, at the times and at the
redemption prices set forth in the Prospectus Supplement relating to such series
and subject to the rights of holders of other securities of Fleet. Preferred
Stock redeemed by Fleet will be restored to the status of authorized but
unissued preferred shares.
The Prospectus Supplement relating to a series of the Preferred Stock which
is subject to mandatory redemption will specify the number of shares of such
series of the Preferred Stock which shall be redeemed by Fleet in each year
commencing after a date to be specified, at a redemption price per share and on
one or more dates to be specified, together with an amount equal to all accrued
and unpaid dividends thereon (which shall not, if such Preferred Stock is
Noncumulative Preferred Stock, include any accumulation in respect of unpaid
dividends for prior dividend periods) to the date of redemption. The redemption
price may be payable in cash or other property, as specified in the Prospectus
Supplement relating to such series of Preferred Stock.
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If fewer than all of the outstanding shares of any series of the Preferred
Stock are to be redeemed, the number of shares to be redeemed will be determined
by the Board of Directors of Fleet and such shares shall be redeemed pro rata
from the holders of record of such shares in proportion to the number of such
shares held by such holders (with adjustments to avoid redemption of fractional
shares) or by lot in a manner determined by the Board of Directors of Fleet.
Notwithstanding the foregoing, if any dividends, including any accumulation
on shares of Cumulative Preferred Stock, of any series are in arrears, no shares
of Preferred Stock of such series shall be redeemed unless all outstanding
shares of Preferred Stock of such series are simultaneously redeemed, and Fleet
shall not purchase or otherwise acquire any shares of Preferred Stock of such
series; provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of Preferred Stock of such series pursuant to a purchase
or exchange offer made on the same terms to all holders of such series of the
Preferred Stock.
Notice of redemption shall be given by mailing the same to each record
holder of the shares to be redeemed, not less than 30 nor more than 60 days
prior to the date fixed for redemption thereof, to the respective addresses of
such holders as the same shall appear on the stock books of Fleet. Each such
notice shall state: (i) the redemption date; (ii) the number of shares and
series of the Preferred Stock to be redeemed; (iii) the redemption price; (iv)
the place or places where certificates for such shares of Preferred Stock are to
be surrendered for payment of the redemption price; (v) that dividends on the
shares to be redeemed will cease to accrue or accumulate on such redemption
date; and (vi) the date upon which the holders' conversion rights, if any, as to
such shares, shall terminate. If fewer than all shares of any series of the
Preferred Stock held by any holder are to be redeemed, the notice mailed to such
holder shall also specify the number of shares to be redeemed from such holder.
If notice of redemption has been given, dividends on the shares of Preferred
Stock so called for redemption shall cease to accrue or accumulate from and
after the redemption date for the shares of the series of the Preferred Stock
called for redemption (unless default shall be made by Fleet in providing money
for the payment of the redemption price of the shares so called for redemption),
and such shares shall no longer be deemed to be outstanding, and all rights of
the holders thereof as stockholders of Fleet (except the right to receive the
redemption price) shall cease. Upon surrender in accordance with such notice of
the certificates representing any shares of the Preferred Stock so redeemed
(properly endorsed or assigned for transfer, if the Board of Directors of Fleet
shall so require and the notice shall so state), the redemption price set forth
above shall be paid out of funds provided by Fleet. If fewer than all of the
shares of the Preferred Stock represented by any such certificate are redeemed,
a new certificate shall be issued representing the unredeemed shares without
cost to the holder thereof.
VOTING RIGHTS
Except as indicated below or in the Prospectus Supplement relating to a
particular series of the Preferred Stock, or except as expressly required by
applicable law, the holders of the Preferred Stock will not be entitled to vote.
In the event Fleet issues shares of a series of the Preferred Stock, each share
will be entitled to one vote on matters on which holders of such series of the
Preferred Stock are entitled to vote. However, as more fully described below
under "Description of Depositary Shares", if Fleet elects to provide for the
issuance of Depositary Shares representing interests in a fraction of a share of
a series of the Preferred Stock, the holders of each such Depositary Share will,
in effect, be entitled through the Depositary to such fraction of a vote, rather
than a full vote. Since each full share of any series of the Preferred Stock
shall be entitled to one vote, the voting power of such series, on matters on
which holders of such series and holders of any other series of the Preferred
Stock or another series of preferred stock of Fleet are entitled to vote as a
single class, will depend on the number of shares in such series, not the
aggregate stated value, liquidation preference or initial offering price of the
shares of such series of the Preferred Stock.
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If the equivalent of six quarterly dividends payable on any series of the
Preferred Stock or any other class or series of preferred stock are in default,
the number of directors of Fleet will be increased by two (without duplication
of any increase made pursuant to the terms of any other series of preferred
stock of Fleet), and the holders of all outstanding series of preferred stock,
including holders of any series of the Preferred Stock, voting as a single class
without regard to series, will be entitled at Fleet's next annual meeting of
stockholders (and at each subsequent annual meeting of stockholders) to elect
such additional two directors until full cumulative dividends for all
then-current and past dividend periods on all preferred shares of Fleet so
entitled to vote, including any shares of the Preferred Stock, have been paid or
declared and set apart for payment. Any such elected directors shall serve until
Fleet's next annual meeting of stockholders or until their respective successors
shall be elected and qualified. If a vacancy in the office of such director
shall occur during the continuance of a default in dividends on preferred shares
of Fleet so entitled to vote prior to the end of the term of such director, such
vacancy shall be filled for the unexpired term of such director by the remaining
director elected by the preferred shares so entitled to vote.
The affirmative vote or consent of the holders of at least 66 2/3% of the
outstanding shares of the Preferred Stock of any series at the time outstanding,
voting as a class, will be required for any amendment of the Articles (or any
certificate supplemental thereto) which will adversely affect the powers,
preferences, privileges or rights of such series of Preferred Stock. The
affirmative vote or consent of the holders of at least 66 2/3% of the
outstanding shares of any series of Preferred Stock and any other series of
preferred stock of Fleet ranking on a parity with any series of Preferred Stock
as to dividends or upon liquidation, voting as a single class without regard to
series, will be required to issue, authorize or increase the authorized amount
of, or issue or authorize any obligation or security convertible into or
evidencing a right to purchase, any additional class or series of stock ranking
prior to any series of Preferred Stock as to dividends or upon liquidation, but
such vote will not be required to take any such actions with respect to any
stock ranking on a parity with or junior to the Preferred Stock of such series.
Subject to such affirmative vote or consent of the holders of the
outstanding shares of the Preferred Stock of any series, Fleet may, by
resolution of its Board of Directors or as otherwise permitted by law, from time
to time alter or change the preferences, rights or powers of the Preferred Stock
of such series. The holders of the Preferred Stock of such series shall not be
entitled to participate in any such vote if, at or prior to the time when any
such alteration or change is to take effect, provision is made for the
redemption of all the Preferred Stock of such series at the time outstanding.
Nothing in this section shall be taken to require a class vote or consent in
connection with the authorization, designation, increase or issuance of any
shares of any class or series (including additional Preferred Stock of any
series) ranking junior to or on a parity with the Preferred Stock of such series
as to dividends and liquidation rights or in connection with the authorization,
designation, increase or issuance of any bonds, mortgages, debentures or other
obligations of Fleet.
CONVERSION RIGHTS
The Prospectus Supplement relating to any series of the Preferred Stock that
is convertible will state the terms on which shares of such series are
convertible into Common Stock of Fleet or another series of Preferred Stock.
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DESCRIPTION OF DEPOSITARY SHARES
The description set forth below and in any Prospectus Supplement of certain
provisions of the Deposit Agreement (as defined below) and of the Depositary
Shares and Depositary Receipts does not purport to be complete and is subject to
and qualified in its entirety by reference to the Deposit Agreement and
Depositary Receipts relating to the applicable series of the Preferred Stock,
forms of which will be filed as an exhibit to the Registration Statement of
which this Prospectus forms a part.
GENERAL
Fleet may, at its option, elect to offer fractional interests in shares of
Preferred Stock, rather than full shares of Preferred Stock. In the event such
option is exercised, Fleet will provide for the issuance by a Depositary of
Depositary Receipts evidencing Depositary Shares, each of which will represent a
fractional interest (to be set forth in the Prospectus Supplement relating to a
particular series of the Preferred Stock) in a share of a particular series of
the Preferred Stock as described below.
The shares of any series of the Preferred Stock underlying the Depositary
Shares will be deposited under a separate Deposit Agreement (the "Deposit
Agreement") between Fleet and a bank or trust company selected by Fleet (which
may be affiliated with Fleet) having its principal office in the United States
and having a combined capital and surplus of at least $50,000,000 (the
"Depositary"). The Prospectus Supplement relating to a series of Depositary
Shares will set forth the name and address of the Depositary. Unless otherwise
specified in the applicable Prospectus Supplement, the Depositary for shares of
the Preferred Stock will be Fleet-RI. Subject to the terms of the Deposit
Agreement, each owner of a Depositary Share will be entitled, in proportion to
the applicable fractional interest in a share of Preferred Stock underlying such
Depositary Share, to all the rights and preferences of the Preferred Stock
underlying such Depositary Share (including dividend, voting, redemption,
conversion and liquidation rights).
The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement. Pending the preparation of definitive
engraved Depositary Receipts, the Depositary may, upon the written order of
Fleet, issue temporary Depositary Receipts substantially identical to, and
entitling the holders thereof to all the rights pertaining to, the definitive
Depositary Receipts but not in definitive form. Definitive Depositary Receipts
will be prepared thereafter without unreasonable delay, and temporary Depositary
Receipts will be exchangeable for definitive Depositary Receipts at Fleet's
expense.
Upon surrender of Depositary Receipts at the principal office of the
Depositary (unless the related Depositary Shares have previously been called for
redemption) and upon payment of the charges provided in the Deposit Agreement
and subject to the terms thereof, a holder of Depositary Shares is entitled to
have the Depositary deliver to, or upon the order of, such holder the whole
shares of Preferred Stock underlying, and any money or other property
represented by, the Depositary Shares evidenced by the surrendered Depositary
Receipts.
Partial shares of Preferred Stock will not be issued. If the Depositary
Receipts delivered by the holder evidence a number of Depositary Shares in
excess of the number of Depositary Shares representing the number of whole
shares of Preferred Stock to be withdrawn, the Depositary will deliver to such
holder at the same time a new Depositary Receipt evidencing such excess number
of Depositary Shares. Holders of shares of Preferred Stock thus withdrawn will
not thereafter be entitled to deposit such shares under the Deposit Agreement or
to receive Depositary Shares therefor. Fleet does not expect that there will be
any public trading market for the Preferred Stock except as represented by the
Depositary Shares.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Stock to the record holders
of Depositary Shares relating to such Preferred Stock in
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proportion to the numbers of such Depositary Shares owned by such holders on the
relevant record date. The Depositary shall distribute only such amount, however,
as can be distributed without attributing to any holder of Depositary Shares a
fraction of one cent, and any balance not so distributed shall be added to and
treated as part of the next sum received by the Depositary for distribution to
record holders of Depositary Shares.
In the event of a distribution other than in cash (including, without
limitation, distributions resulting from stock dividends, splits or plans of
reorganization), the Depositary will distribute property received by it to the
record holders of Depositary Shares entitled thereto, unless the Depositary
determines that it is not feasible to make such distribution, in which case the
Depositary may, with the approval of Fleet, sell such property and distribute
the net proceeds from such sale to such holders.
The Deposit Agreement will also contain provisions relating to the manner in
which any subscription or similar rights offered by Fleet to holders of the
Preferred Stock shall be made available to holders of Depositary Shares.
REDEMPTION OF DEPOSITARY SHARES
If any Preferred Stock deposited under a Deposit Agreement is subject to
redemption, the related Depositary Shares will be redeemed from the proceeds
received by the Depositary resulting from the redemption, in whole or in part,
of such series of the Preferred Stock held by the Depositary. The Depositary
shall mail notice of redemption not less than 30 and not more than 60 days prior
to the date fixed for redemption to the record holders of the Depositary Shares
to be so redeemed at their respective addresses appearing in the Depositary's
books. The redemption price per Depositary Share will be equal to the applicable
fraction of the redemption price per share payable with respect to such series
of the Preferred Stock. Whenever Fleet redeems shares of Preferred Stock held by
the Depositary, the Depositary will redeem as of the same redemption date the
number of Depositary Shares relating to shares of Preferred Stock so redeemed.
If less than all the Depositary Shares are to be redeemed, the Depositary Shares
to be redeemed will be selected pro rata or by lot as may be determined by the
Depositary.
After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Shares will cease, except the right to receive the
moneys payable upon such redemption and any money or other property to which the
holders of such Depositary Shares were entitled upon such redemption upon
surrender to the Depositary of the Depositary Receipts evidencing such
Depositary Shares.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the Preferred
Stock are entitled to vote, the Depositary will mail the information contained
in such notice of meeting to the record holders of the Depositary Shares
relating to such Preferred Stock. Each record holder of such Depositary Shares
on the record date (which will be the same date as the record date for the
Preferred Stock) will be entitled to instruct the Depositary as to the exercise
of the voting rights pertaining to the number of shares of Preferred Stock
underlying such holder's Depositary Shares. The Depositary will endeavor,
insofar as practicable, to vote the number of shares of Preferred Stock
underlying such Depositary Shares in accordance with such instructions, and
Fleet will agree to take all action which may be deemed necessary by the
Depositary in order to enable the Depositary to do so. The Depositary will
abstain from voting shares of Preferred Stock to the extent it does not receive
specific instructions from the holders of Depositary Shares relating to such
Preferred Stock.
TAXATION
Owners of Depositary Shares will be treated for Federal income tax purposes
as if they were owners of the Preferred Stock represented by such Depositary
Shares and, accordingly, will be entitled
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to take into account for Federal income tax purposes income and deductions to
which they would be entitled if they were holders of such Preferred Stock. In
addition, (i) no gain or loss will be recognized for Federal income tax purposes
upon the withdrawal of Preferred Stock in exchange for Depositary Shares as
provided in the Deposit Agreement, (ii) the tax basis of each share of Preferred
Stock to an exchanging owner of Depositary Shares will, upon such exchange, be
the same as the aggregate tax basis of the Depositary Shares exchanged therefor
and (iii) the holding period for shares of the Preferred Stock in the hands of
an exchanging owner of Depositary Shares who held such Depositary Shares as a
capital asset at the time of the exchange thereof for Preferred Stock will
include the period during which such person owned such Depositary Shares.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between Fleet and the Depositary. However, any amendment which materially and
adversely alters the rights of the existing holders of Depositary Shares will
not be effective unless such amendment has been approved by the record holders
of at least a majority of the Depositary Shares then outstanding. A Deposit
Agreement may be terminated by Fleet or the Depositary only if (i) all
outstanding Depositary Shares relating thereto have been redeemed or (ii) there
has been a final distribution in respect of the Preferred Stock of the relevant
series in connection with any liquidation, dissolution or winding up of Fleet
and such distribution has been distributed to the holders of the related
Depositary Shares.
CHARGES OF DEPOSITARY
Fleet will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. Fleet will pay charges
of the Depositary in connection with the initial deposit of the Preferred Stock
and any redemption of the Preferred Stock. Holders of Depositary Shares will pay
other transfer and other taxes and governmental charges and such other charges
as are expressly provided in the Deposit Agreement to be for their accounts.
MISCELLANEOUS
The Depositary will forward to the holders of Depositary Shares all notices,
reports and other communications (including proxy solicitation materials) from
Fleet which are delivered to the Depositary and which Fleet is required to
furnish to the holders of the Preferred Stock.
Neither the Depositary nor Fleet will be liable if it is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the Deposit Agreement. The obligations of Fleet and the
Depositary under the Deposit Agreement will be limited to performance in good
faith of their duties thereunder and they will not be obligated to prosecute or
defend any legal proceeding in respect of any Depositary Shares or Preferred
Stock unless satisfactory indemnity is furnished. They may rely upon written
advice of counsel or accountants, on information provided by persons presenting
Preferred Stock for deposit, holders of Depositary Shares or other persons
believed to be competent and on documents believed to be genuine.
Any record holder of Depositary Shares who has been a holder for at least
six months or who holds at least five percent of the outstanding shares of
capital stock of Fleet will be entitled to inspect the transfer books relating
to the Depositary Shares and the list of record holders of Depositary Shares
upon certification to the Depositary that such holder is acting in good faith
and that such inspection is for a proper purpose.
RESIGNATION AND REMOVAL OF DEPOSITARY
The Depositary may resign at any time by delivering to Fleet notice of the
Depositary's election to do so, and Fleet may at any time remove the Depositary,
any such resignation or removal to take effect upon the appointment of a
successor Depositary and its acceptance of such appointment. Such successor
Depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at
least $50,000,000.
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DESCRIPTION OF EXISTING PREFERRED STOCK
GENERAL
The following summary does not purport to be complete and is subject in all
respects to the applicable provisions of the Rhode Island Business Corporation
Act (the "RIBCA") and the Articles and By-laws of Fleet.
FLEET $1 PAR PREFERRED STOCK
Fleet $1 Par Preferred Stock (which includes the Preferred Stock), is
issuable in series, with such relative rights, preferences and limitations of
each series (including dividend rights, dividend rate, liquidation preference,
voting rights, conversion rights and terms of redemption (including sinking fund
provisions), redemption price or prices and the number of shares constituting
any series) as may be fixed by the Board of Directors.
Series III Preferred. In the event of the dissolution, liquidation or
winding up of Fleet, holders of shares of the outstanding Series III Preferred
are entitled to receive a distribution of $100 per share, plus accrued and
unpaid dividends, if any.
The holders of Series III Preferred are entitled to receive dividends at the
rate of 10.12% per annum computed on the basis of the issue price thereof of
$100 per share, payable quarterly, before any dividend shall be declared or paid
upon the Common Stock or the Junior Preferred Stock. The dividends on Series III
Preferred are cumulative. The Series III Preferred is redeemable, in whole or in
part, at Fleet's option, on and after June 1, 1996, commencing at $105.06 per
share and declining ratably on June 1 of each year to $100 per share on or after
June 1, 2001, plus, in each case, accrued and unpaid dividends, if any.
Except as indicated below or except as expressly required by applicable law,
the holders of the Series III Preferred are not entitled to vote. If the
equivalent of six quarterly dividends payable on the Series III Preferred or any
other class or series of preferred stock (other than any other class of
preferred stock expressly entitled to elect additional directors by a separate
and distinct vote) are in default, the number of directors of Fleet will be
increased by two (without duplication of any increase made pursuant to the terms
of any other series of preferred stock of Fleet), and the holders of the Series
III Preferred, voting as a single class with the holders of shares of any one or
more other series of Fleet $1 Par Preferred Stock (other than any other class of
preferred stock expressly entitled to elect additional directors by a separate
and distinct vote) and any other class of Fleet preferred stock ranking on a
parity with the Series III Preferred either as to dividends or distribution of
assets and upon which like voting rights have been conferred and are
exercisable, will be entitled to elect two directors to fill each of the two
newly-created directorships. Such right shall continue until full cumulative
dividends for all past dividend periods on all preferred shares of Fleet (other
than any other class of preferred stock expressly entitled to elect additional
directors by a separate and distinct vote), including any shares of the Series
III Preferred, have been paid or declared and set apart for payment. Any such
elected directors shall serve until Fleet's next annual meeting of stockholders
(notwithstanding that prior to the end of such term the dividend default shall
cease to exist) or until their respective successors shall be elected and
qualify.
The affirmative vote or consent of the holders of at least 66 2/3% of the
outstanding shares of the Series III Preferred is required for any amendment of
the Articles (or any certificate supplemental thereto) which will adversely
affect the powers, preferences, privileges or rights of the Series III
Preferred. The affirmative vote or consent of the holders of at least 66 2/3% of
the outstanding shares of the Series III Preferred and any other series of Fleet
$1 Par Preferred Stock ranking on a parity with the Series III Preferred either
as to dividends or upon liquidation, voting as a single class without regard to
series, is required to issue, authorize or increase the authorized amount of, or
issue or authorize any obligation or security convertible into or evidencing a
right to purchase, any additional class or series of
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stock ranking prior to the Series III Preferred as to dividends or upon
liquidation, or to reclassify any authorized stock of Fleet into such prior
shares.
Series IV Preferred. In the event of the dissolution, liquidation or winding
up of Fleet, holders of shares of the outstanding Series IV Preferred are
entitled to receive a distribution of $100 per share, plus accrued and unpaid
dividends, if any.
The holders of Series IV Preferred are entitled to receive dividends at the
rate of 9.375% per annum computed on the basis of the issue price thereof of
$100 per share, payable quarterly, before any dividend shall be declared or paid
upon the Common Stock or the Junior Preferred Stock. The dividends on Series IV
Preferred are cumulative. The Series IV Preferred is redeemable, in whole or in
part, at Fleet's option, on and after December 1, 1996, at $100 per share, plus
accrued and unpaid dividends, if any.
Except as indicated below or except as expressly required by applicable law,
the holders of the Series IV Preferred are not entitled to vote. If the
equivalent of six quarterly dividends payable on the Series IV Preferred or any
other class or series of preferred stock are in default (other than any other
class of preferred stock expressly entitled to elect additional directors by a
separate and distinct vote), the number of directors of Fleet will be increased
by two (without duplication of any increase made pursuant to the terms of any
other series of preferred stock of Fleet), and the holders of the Series IV
Preferred, voting as a single class with the holders of shares of any one or
more other series of Fleet $1 Par Preferred Stock (other than any other class of
preferred stock expressly entitled to elect additional directors by a separate
and distinct vote) and any other class of Fleet preferred stock ranking on a
parity with the Series IV Preferred either as to dividends or distribution of
assets and upon which like voting rights have been conferred and are
exercisable, will be entitled to elect such directors to fill each of the two
newly-created directorships. Such right shall continue until full cumulative
dividends for all past dividend periods on all preferred shares of Fleet (other
than any other class of preferred stock expressly entitled to elect additional
directors by a separate and distinct vote), including any shares of the Series
IV Preferred, have been paid or declared and set apart for payment. Any such
elected directors shall serve until Fleet's next annual meeting of stockholders
(notwithstanding that prior to the end of such term the dividend default shall
cease to exist) or until their respective successors shall be elected and
qualify.
The affirmative vote or consent of the holders of at least 66 2/3% of the
outstanding shares of the Series IV Preferred is required for any amendment of
the Articles (or any certificate supplemental thereto) which will adversely
affect the powers, preferences, privileges or rights of the Series IV Preferred.
The affirmative vote or consent of the holders of at least 66 2/3% of the
outstanding shares of the Series IV Preferred and any other series of Fleet $1
Par Preferred Stock ranking on a parity with the Series IV Preferred either as
to dividends or upon liquidation, voting as a single class without regard to
series, is required to issue, authorize or increase the authorized amount of, or
issue or authorize any obligation or security convertible into or evidencing a
right to purchase, any additional class or series of stock ranking prior to the
Series IV Preferred as to dividends or upon liquidation, or to reclassify any
authorized stock of Fleet into such prior shares.
Adjustable Preferred. Dividends on the outstanding Adjustable Preferred are
cumulative. The dividend rate on the Adjustable Preferred is established
quarterly at the rate of 2.25% below the highest of (a) the three-month U.S.
Treasury bill rate, (b) the U.S. Treasury ten-year constant maturity rate and
(c) the U.S. Treasury twenty-year constant maturity rate, in each case as
defined in the terms of the Adjustable Preferred, but may not be less than 6%
per annum or greater than 12% per annum. So long as any shares of the Adjustable
Preferred are outstanding, Fleet may not redeem, repurchase or otherwise acquire
any shares of the Common Stock or any other class of Fleet stock ranking junior
to or on a parity with the Adjustable Preferred either as to dividends or upon
liquidation unless full cumulative dividends on all outstanding shares of
Adjustable Preferred are paid for all past dividend payment periods. Further, if
any dividends on the Adjustable Preferred are in arrears, Fleet may not
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redeem, purchase or otherwise acquire any shares of the Adjustable Preferred
unless all outstanding shares of such class are simultaneously redeemed,
purchased or otherwise acquired, except pursuant to a purchase or exchange offer
made on the same terms to holders of all outstanding shares of the Adjustable
Preferred.
Except as indicated below or except as expressly required by applicable law,
the holders of the Adjustable Preferred are not entitled to vote. If the
equivalent of six quarterly dividends payable on the Adjustable Preferred are in
default, the number of directors of Fleet will be increased by two and the
holders of all outstanding classes and series of Fleet preferred stock, voting
as a single class without regard to series, will be entitled to elect two
additional directors until all accrued dividends have been paid. In addition,
the vote of the holders of two-thirds of the Adjustable Preferred voting as a
separate class, is required in order to amend or alter the Articles in a manner
which would adversely affect the preferences, rights, powers or privileges of
the Adjustable Preferred; and the vote of two-thirds of the Adjustable
Preferred, and all of the classes and series of Fleet preferred stock ranking on
a parity, either as to dividends or upon liquidation, with the Adjustable
Preferred, voting together as a single class, is required in order to reclassify
stock of Fleet into stock ranking prior, either as to dividends or upon
liquidation, to the Adjustable Preferred, or to authorize the creation or
issuance of stock, or of a security convertible into or evidencing a right to
purchase stock, ranking prior, either as to dividends or upon liquidation, to
the Adjustable Preferred.
In the event of any liquidation, dissolution or winding up of Fleet, the
holders of the Adjustable Preferred are entitled to receive $50.00 per share
plus accrued and unpaid dividends.
Shares of Adjustable Preferred may be redeemed at the option of Fleet at a
redemption price per share of $50.00 per share, plus accrued and unpaid
dividends.
9.30% Preferred. Dividends on the outstanding 9.30% Preferred are cumulative
and are payable quarterly at the rate of 9.30% per annum. So long as any shares
of the 9.30% Preferred are outstanding, Fleet may not redeem, repurchase or
otherwise acquire any shares of the Common Stock or any other class of Fleet
stock ranking junior to or on a parity with the 9.30% Preferred either as to
dividends or upon liquidation unless full cumulative dividends on all
outstanding shares of 9.30% Preferred are paid for all past dividend payment
periods. Further, if any dividends on the 9.30% Preferred are in arrears, Fleet
may not redeem, purchase or otherwise acquire any shares of the 9.30% Preferred
unless all outstanding shares of such class are simultaneously redeemed,
purchased or otherwise acquired, except pursuant to a purchase or exchange offer
made on the same terms to holders of all outstanding shares of the 9.30%
Preferred.
Except as indicated below or except as expressly required by applicable law,
the holders of the 9.30% Preferred are not entitled to vote. If the equivalent
of six quarterly dividends payable on any of the 9.30% Preferred are in default,
the number of directors of Fleet will be increased by two and the holders of all
outstanding classes and series of Fleet preferred stock, voting as a single
class without regard to series, will be entitled to elect two additional
directors until all accrued dividends have been paid. In addition, the vote of
the holders of two-thirds of the 9.30% Preferred, voting as a separate class, is
required in order to amend or alter the Articles in a manner which would
adversely affect the preferences, rights, powers or privileges of the 9.30%
Preferred; and the vote of two-thirds of the 9.30% Preferred, and all of the
classes and series of Fleet preferred stock ranking on a parity, either as to
dividends or upon liquidation, with the 9.30% Preferred, voting together as a
single class, is required in order to reclassify stock of Fleet into stock
ranking prior, either as to dividends or upon liquidation, to the 9.30%
Preferred, or to authorize the creation or issuance of stock, or of a security
convertible into or evidencing a right to purchase stock, ranking prior, either
as to dividends or upon liquidation, to the 9.30% Preferred.
In the event of any liquidation, dissolution or winding up of Fleet, the
holders of the 9.30% Preferred are entitled to receive $250.00 per share plus
accrued and unpaid dividends.
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The 9.30% Preferred is redeemable on at least 30 but not more than 60 days
notice, at the option of Fleet, as a whole or in part, at any time on and after
October 15, 1997 at a redemption price equal to $250 per share plus accrued and
unpaid dividends.
9.35% Preferred. Dividends on the outstanding 9.35% Preferred are cumulative
and are payable quarterly at the rate of 9.35% per annum. So long as any shares
of the 9.35% Preferred are outstanding, Fleet may not redeem, repurchase or
otherwise acquire any shares of the Common Stock or any other class of Fleet
stock ranking junior to or on a parity with the Fleet 9.35% Preferred either as
to dividends or upon liquidation unless full cumulative dividends on all
outstanding shares of 9.35% Preferred are paid for all past dividend payment
periods. Further, if any dividends on the 9.35% Preferred are in arrears, Fleet
may not redeem, purchase or otherwise acquire any shares of the 9.35% Preferred
unless all outstanding shares of such class are simultaneously redeemed,
purchased or otherwise acquired, except pursuant to a purchase or exchange offer
made on the same terms to holders of all outstanding shares of the 9.35%
Preferred.
Except as indicated below or except as expressly required by applicable law,
the holders of the 9.35% Preferred are not entitled to vote. If the equivalent
of six quarterly dividends payable on any of the 9.35% Preferred are in default,
the number of directors of Fleet will be increased by two and the holders of all
outstanding classes and series of Fleet preferred stock, voting as a single
class without regard to series, will be entitled to elect two additional
directors until all accrued dividends have been paid. In addition, the vote of
the holders of two-thirds of the 9.35% Preferred, voting as a separate class, is
required in order to amend or alter the Articles in a manner which would
adversely affect the preferences, rights, powers or privileges of the 9.35%
Preferred; and the vote of two-thirds of the 9.35% Preferred, and all of the
classes and series of Fleet preferred stock ranking on a parity, either as to
dividends or upon liquidation, with the 9.35% Preferred, voting together as a
single class, is required in order to reclassify stock of Fleet into stock
ranking prior, either as to dividends or upon liquidation, to the 9.35%
Preferred, or to authorize the creation or issuance of stock, or of a security
convertible into or evidencing a right to purchase stock, ranking prior, either
as to dividends or upon liquidation, to the 9.35% Preferred.
In the event of any liquidation, dissolution or winding up of Fleet, the
holders of the 9.35% Preferred are entitled to receive $250.00 per share plus
accrued and unpaid dividends.
The 9.35% Preferred is redeemable on at least 30 but not more than 60 days
notice, at the option of Fleet, as a whole or in part, at any time on and after
January 15, 2000 at a redemption price equal to $250 per share plus accrued and
unpaid dividends.
Series V Preferred. In the event of the dissolution, liquidation or winding
up of Fleet, holders of shares of the outstanding Series V Preferred are
entitled to receive a distribution of $250 per share, plus accrued and unpaid
dividends, if any.
The holders of Series V Preferred are entitled to receive dividends at the
rate of 7.25% per annum computed on the basis of the issue price thereof of $250
per share, payable quarterly, before any dividend shall be declared or paid upon
the Common Stock or the Junior Preferred Stock. The dividends on Series V
Preferred are cumulative. The Series V Preferred is redeemable, in whole or in
part, at Fleet's option, on and after April 15, 2001, at $250 per share, plus
accrued and unpaid dividends, if any. So long as any shares of the Series V
Preferred are outstanding, Fleet may not redeem, repurchase or otherwise acquire
any shares of the Common Stock or any other class of Fleet preferred stock
ranking junior to or on a parity with the Series V Preferred either as to
dividends or upon liquidation unless full cumulative dividends on all
outstanding shares of Series V Preferred are paid for all past dividend payment
periods. Further, if any dividends on the Series V Preferred are in arrears,
Fleet may not redeem, purchase or otherwise acquire any shares of the Series V
Preferred unless all outstanding shares of such class are simultaneously
redeemed, purchased or otherwise acquired, except pursuant to a
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purchase or exchange offer made on the same terms to holders of all outstanding
shares of the Series V Preferred.
Except as indicated below or except as expressly required by applicable law,
the holders of the Series V Preferred are not entitled to vote. If the
equivalent of six quarterly dividends payable on the Series V Preferred or any
other class or series of preferred stock (other than any other class of
preferred stock expressly entitled to elect additional directors by a separate
and distinct vote) are in default, the number of directors of Fleet will be
increased by two (without duplication of any increase made pursuant to the terms
of any other series of preferred stock of Fleet), and the holders of the Series
V Preferred, voting as a single class with the holders of shares of any one or
more other series of Preferred Stock (other than any other class of preferred
stock expressly entitled to elect additional directors by a separate and
distinct vote) and any other class of Fleet preferred stock ranking on a parity
with the Series V Preferred either as to dividends or distribution of assets and
upon which like voting rights have been conferred and are exercisable, will be
entitled to elect two directors to fill each of the two newly-created
directorships. Such right shall continue until full cumulative dividends for all
past dividend periods on all preferred shares of Fleet (other than any other
class of preferred stock expressly entitled to elect additional directors by a
separate and distinct vote), including any shares of the Series V Preferred,
have been paid or declared and set apart for payment. Any such elected directors
shall serve until Fleet's next annual meeting of stockholders (notwithstanding
that prior to the end of such term the dividend default shall cease to exist) or
until their respective successors shall be elected and qualify.
The affirmative vote or consent of the holders of at least 66 2/3% of the
outstanding shares of the Series V Preferred is required for any amendment of
the Articles (or any certificate supplemental thereto) which will adversely
affect the powers, preferences, privileges or rights of the Series V Preferred.
The affirmative vote or consent of the holders of at least 66 2/3% of the
outstanding shares of the Series V Preferred and any other series of preferred
stock ranking on a parity with the Series V Preferred either as to dividends or
upon liquidation, voting as a single class without regard to series, is required
to issue, authorize or increase the authorized amount of, or issue or authorize
any obligation or security convertible into or evidencing a right to purchase,
any additional class or series of stock ranking prior to the Series V Preferred
as to dividends or upon liquidation, or to reclassify any authorized stock of
Fleet into such prior shares.
Series VI Preferred. In the event of the dissolution, liquidation or winding
up of Fleet, holders of shares of the outstanding Series VI Preferred are
entitled to receive a distribution of $250 per share, plus accrued and unpaid
dividends, if any.
The holders of Series VI Preferred are entitled to receive dividends at the
rate of 6.75% per annum computed on the basis of the issue price thereof of $250
per share, payable quarterly, before any dividend shall be declared or paid upon
the Common Stock or the Junior Preferred Stock. The dividends on Series VI
Preferred are cumulative. The amount of dividends payable in respect of the
Series VI Preferred will be adjusted in the event of certain amendments to the
Internal Revenue Code of 1986, as amended (the "Code"), in respect of the
dividends received deduction. The Series VI Preferred is redeemable, in whole or
in part, at Fleet's option, on and after April 15, 2006, at $250 per share, plus
accrued and unpaid dividends, if any. The Series VI Preferred may also be
redeemed prior to April 15, 2006, in whole, at the option of Fleet, in the event
of certain amendments to the Code in respect of the dividends received
deduction. So long as any shares of the Series VI Preferred are outstanding,
Fleet may not redeem, repurchase or otherwise acquire any shares of the Common
Stock or any other class of Fleet preferred stock ranking junior to or on a
parity with the Series VI Preferred either as to dividends or upon liquidation
unless full cumulative dividends on all outstanding shares of Series VI
Preferred are paid for all past dividend payment periods. Further, if any
dividends on the Series VI Preferred are in arrears, Fleet may not redeem,
purchase or otherwise acquire any shares of the Series VI Preferred unless all
outstanding shares of such class are simultaneously redeemed, purchased or
otherwise
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acquired, except pursuant to a purchase or exchange offer made on the same terms
to holders of all outstanding shares of the Series VI Preferred.
Except as indicated below or except as expressly required by applicable law,
the holders of the Series VI Preferred are not entitled to vote. If the
equivalent of six quarterly dividends payable on the Series VI Preferred or any
other class or series of preferred stock (other than any other class of
preferred stock expressly entitled to elect additional directors by a separate
and distinct vote) are in default, the number of directors of Fleet will be
increased by two (without duplication of any increase made pursuant to the terms
of any other series of preferred stock of Fleet), and the holders of the Series
VI Preferred, voting as a single class with the holders of shares of any one or
more other series of Preferred Stock (other than any other class of preferred
stock expressly entitled to elect additional directors by a separate and
distinct vote) and any other class of Fleet preferred stock ranking on a parity
with the Series VI Preferred either as to dividends or distribution of assets
and upon which like voting rights have been conferred and are exercisable, will
be entitled to elect two directors to fill each of the two newly-created
directorships. Such right shall continue until full cumulative dividends for all
past dividend periods on all preferred shares of Fleet (other than any other
class of preferred stock expressly entitled to elect additional directors by a
separate and distinct vote), including any shares of the Series VI Preferred,
have been paid or declared and set apart for payment. Any such elected directors
shall serve until Fleet's next annual meeting of stockholders (notwithstanding
that prior to the end of such term the dividend default shall cease to exist) or
until their respective successors shall be elected and qualify.
The affirmative vote or consent of the holders of at least 66 2/3% of the
outstanding shares of the Series VI Preferred is required for any amendment of
the Articles (or any certificate supplemental thereto) which will adversely
affect the powers, preferences, privileges or rights of the Series VI Preferred.
The affirmative vote or consent of the holders of at least 66 2/3% of the
outstanding shares of the Series VI Preferred and any other series of preferred
stock ranking on a parity with the Series VI Preferred either as to dividends or
upon liquidation, voting as a single class without regard to series, is required
to issue, authorize or increase the authorized amount of, or issue or authorize
any obligation or security convertible into or evidencing a right to purchase,
any additional class or series of stock ranking prior to the Series VI Preferred
as to dividends or upon liquidation, or to reclassify any authorized stock of
Fleet into such prior shares.
Junior Preferred Stock. The Junior Preferred Stock will be issued upon the
exercise of a Right (as hereinafter defined) issued to holders of the Common
Stock. As of the date of this Prospectus, there were 3,000,000 shares of Fleet
$1 Par Preferred Stock reserved for issuance upon the exercise of the Rights.
See "--Description of Common Stock--Preferred Share Purchase Rights". Shares of
Junior Preferred Stock purchasable upon exercise of the Rights will rank junior
to the Fleet $1 Par Preferred Stock and the Fleet $20 Par Adjustable Rate
Preferred Stock and will not be redeemable. Each share of Junior Preferred Stock
will, subject to the rights of such senior securities of Fleet, be entitled to a
preferential cumulative quarterly dividend payment equal to the greater of $1.00
per share or, subject to certain adjustments, 100 times the dividend declared
per share of Common Stock. Upon the liquidation, dissolution or winding up of
Fleet, the holders of the Junior Preferred Stock will, subject to the rights of
such senior securities, be entitled to a preferential liquidation payment equal
to the greater of $1.00 per share plus all accrued and unpaid dividends or 100
times the payment made per share of Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Junior Preferred Stock will, subject to the rights of
such senior securities, be entitled to receive 100 times the amount received per
share of Common Stock. Each share of Junior Preferred Stock will have 100 votes,
voting together with the Common Stock. The rights of the Junior Preferred Stock
are protected by customary antidilution provisions.
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DESCRIPTION OF COMMON STOCK
GENERAL
Holders of the Common Stock are entitled to receive dividends when, as and
if declared by the Board of Directors out of any funds legally available
therefor, and are entitled upon liquidation, after claims of creditors and
preferences of the Preferred Stock, and any other class or series of preferred
stock at the time outstanding, to receive pro rata the net assets of Fleet.
Dividends are paid on the Common Stock only if all dividends on the outstanding
series of Preferred Stock, and any other class or series of preferred stock at
the time outstanding, for the then-current period and, in the case of Cumulative
Preferred Stock, all prior periods have been paid or provided for.
Fleet $1 Par Preferred Stock and any other class of preferred stock have, or
upon issuance will have, preference over the Common Stock with respect to the
payment of dividends and the distribution of assets in the event of liquidation
or dissolution of Fleet and such other preferences as may be fixed by the Board
of Directors.
The holders of the Common Stock are entitled to one vote for each share held
and are vested with all of the voting power except as the Board of Directors has
provided with respect to outstanding preferred stock or may provide, in the
future, with respect to Preferred Stock or any other class or series of
preferred stock which it may hereafter authorize. See "Description of Existing
Preferred Stock". Shares of Common Stock are not redeemable and have no
subscription, conversion or preemptive rights.
The affirmative vote of not less than 80% of Fleet's outstanding voting
stock, voting separately as a class, is required for certain Business
Combinations between Fleet and/or its subsidiaries and persons owning 10% or
more of its voting stock. See "Selected Provisions in the Articles of Fleet;
Business Combinations with Related Persons".
The Common Stock is listed on the New York Stock Exchange. The outstanding
shares of Common Stock are, and the shares to be issued in connection with any
offering hereunder will be, validly issued, fully paid and non-assessable and
the holders thereof are not, and will not be, subject to any liability as
stockholders.
TRANSFER AGENT AND REGISTRAR.
The Transfer Agent and Registrar for the Common Stock is Fleet-RI.
RESTRICTIONS ON OWNERSHIP.
The Bank Holding Company Act (the "BHCA") requires any "bank holding
company", as such term is defined therein, to obtain the approval of the Federal
Reserve Board prior to the acquisition of 5% or more of the Common Stock. Any
person other than a bank holding company is required to obtain prior approval of
the Federal Reserve Board to acquire 10% or more of the Common Stock under the
Change in Bank Control Act (the "CBCA"). Any holder of 25% or more of the Common
Stock (or a holder of 5% or more if such holder otherwise exercises a
"controlling influence" over Fleet) is subject to regulation as a bank holding
company under the BHCA.
PREFERRED SHARE PURCHASE RIGHTS
On November 21, 1990, the Board of Directors of Fleet declared a dividend of
one Preferred Share Purchase Right (a "Right") for each outstanding share of
Common Stock of Fleet. The dividend was paid on December 4, 1990 to the
shareholders of record on that date. Each Right, when exercisable, will entitle
the registered holder to purchase from Fleet one one-hundredth of a share of
Junior Preferred Stock at an exercise price of $50 per one one-hundredth of a
share of Junior Preferred Stock (the "Purchase Price"), subject to certain
adjustments. Until the Distribution Date (as hereinafter defined), Fleet will
issue one Right with each share of Common Stock. The following summary does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all of the provisions of the
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Rights Agreement dated as of November 21, 1990 between Fleet and Fleet-RI, as
Rights Agent, a copy of which was filed as an exhibit to the Registration
Statement on Form 8-A filed with the Commission on December 4, 1990, as amended
by a First Amendment to Rights Agreement dated March 28, 1991 and a Second
Amendment to Rights Agreement dated July 12, 1991, copies of which were filed as
exhibits to Fleet's Amendment to Application or Report on Form 8 dated September
6, 1991 and a Third Amendment to Rights Agreement dated February 20, 1995, a
copy of which was filed as an exhibit to Fleet's Form 8-A/A dated March 17, 1995
(as amended, the "Rights Agreement").
The Rights are not represented by separate certificates and are not
exercisable or transferable apart from the Common Stock until the earlier to
occur of (i) the tenth day after a public announcement by Fleet (x) that a
person or group of affiliated or associated persons has acquired, or obtained
the right to acquire, beneficial ownership (as defined in the Rights Agreement)
of 10% or more (or, in the case of an institutional investor, acting in the
ordinary course of business and not with the purpose of changing or influencing
control of Fleet (a "Qualifying Investor"), 15% or more) of the outstanding
shares of Common Stock, (y) that any person or group of affiliated or associated
persons, which beneficially owned 10% or more (or, in the case of a Qualifying
Investor, 15% or more) of the outstanding shares on the Declaration Date, or
which acquired beneficial ownership of 10% or more (or, in the case of a
Qualifying Investor, 15% or more) of the outstanding shares as a result of any
repurchase of shares by Fleet, thereafter acquired beneficial ownership of
additional shares constituting 1% or more of the outstanding shares, or (z) that
any person who was a Qualifying Investor owning 10% or more of the outstanding
shares of Common Stock ceased to qualify as a Qualifying Investor and thereafter
acquired beneficial ownership of additional shares constituting 1% or more of
the outstanding shares (any person described in clause (x), (y) or (z) being an
"Acquiring Person"); and (ii) the tenth day (or such later day as may be
determined by action of the Board of Directors of Fleet prior to such time as
any person becomes an Acquiring Person) after the date of the commencement of a
tender or exchange offer by any person (other than Fleet) to acquire (when added
to any shares as to which such person is the beneficial owner immediately prior
to such commencement) beneficial ownership of 10% or more of the issued and
outstanding shares of Common Stock (the earlier of such dates being called the
"Distribution Date"). On March 28, 1991 and July 12, 1991, the Rights Agreement
was amended to change the definition of an "Acquiring Person" (i) to permit the
sale of Fleet's Dual Convertible Preferred Stock and issuance of rights to
purchase Common Stock to the partnerships which purchased such stock and (ii) to
permit the Board of Directors of Fleet to determine that a person who would
otherwise be an "Acquiring Person" had become such inadvertently and therefore
allow divestiture of a sufficient number of shares to avoid such designation.
The Rights Agreement was further amended on February 20, 1995 to amend the
definition of "Acquiring Person to permit the execution and delivery by Fleet of
the Shawmut Merger Agreement and the option agreement in connection therewith
without Shawmut becoming an Acquiring Person under the Rights Agreement.
The Rights will first become exercisable on the Distribution Date and could
then begin trading separately from the Common Stock. The Rights will expire on
November 21, 2000 (the "Final Expiration Date"), unless the Final Expiration
Date is extended or unless the Rights are earlier redeemed by Fleet.
In the event any person becomes an Acquiring Person, the Rights would give
holders (other than such Acquiring Person and its transferees) the right to buy,
for the Purchase Price, Common Stock (or, under certain circumstances, cash,
property or other debt or equity securities ("Common Stock equivalents")) with a
market value of twice the Purchase Price. In addition, at any time after any
person becomes an Acquiring Person, the Board may, at its option and in lieu of
any transaction described in the preceding sentence, exchange the outstanding
and exercisable Rights (other than Rights held by such Acquiring Person and its
transferees) for shares of Common Stock or Common Stock equivalents at an
exchange ratio of one share of Common Stock per Right, subject to certain
adjustments.
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In any merger or consolidation involving Fleet after the Rights become
exercisable, each Right will be converted into the right to purchase, for the
Purchase Price, common stock of the surviving corporation (which may be Fleet)
with a market value of twice the Purchase Price. The Board of Directors of Fleet
may amend the Rights Agreement or redeem the Rights for $.01 each at any time
until there is an Acquiring Person. Thereafter, the Board of Directors can amend
the Rights Agreement only to eliminate ambiguities or to provide additional
benefits to the holders of the Rights (other than the Acquiring Person).
Until a Right is exercised, the holder thereof, as such, will have no rights
as a shareholder of Fleet, including, without limitation, the right to vote or
to receive dividends.
The Purchase Price payable, and the number of shares of Junior Preferred
Stock or other securities or property issuable, upon exercise of the Rights, and
the number of outstanding Rights, are subject to customary antidilution
adjustments.
The Rights have certain "anti-takeover" effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire Fleet on
terms not approved by the Board of Directors of Fleet, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors prior to the time that there is an Acquiring Person (at
which time holders of the Rights become entitled to exercise their Rights for
shares of Common Stock at one-half the market price), since until such time the
Rights generally may be redeemed by the Board of Directors of Fleet at $.01 per
Right.
SELECTED PROVISIONS IN THE ARTICLES OF FLEET
BUSINESS COMBINATIONS WITH RELATED PERSONS
The Articles require that neither Fleet nor any of its subsidiaries may
engage in a Business Combination with a Related Person unless such Business
Combination (a) was approved by an 80% vote of the Board of Directors prior to
the time the Related Person became such; (b) is approved by a vote of 80% of the
Continuing Directors and a majority of the entire Board and certain conditions
as to price and procedure are complied with; or (c) is approved by a vote of 80%
of Fleet's outstanding shares of Fleet capital stock entitled to vote generally
in the election of directors, voting as a single class. Under the Articles, a
"Business Combination" includes any merger or consolidation of Fleet or any of
its subsidiaries into or with a Related Person or any of its affiliates or
associates; any sale, exchange, lease, transfer or other disposition to or with
a Related Person of all, substantially all or any Substantial Part (defined as
assets having a value of more than 5% of the total consolidated assets of Fleet)
of the assets of Fleet or any of its subsidiaries; any purchase, exchange, lease
or other acquisition by Fleet or any of its subsidiaries of all or any
Substantial Part of the assets or business of a Related Person or any of its
affiliates or associates; any reclassification of securities, recapitalization
or other transaction which has the effect, directly or indirectly, of increasing
the proportionate amount of voting shares of Fleet or any subsidiary which are
beneficially owned by a Related Person; and the acquisition by a Related Person
of beneficial ownership of voting securities, securities convertible into voting
securities or any rights, warrants or options to acquire voting securities of a
subsidiary of Fleet; a "Related Person" includes any person who is the
beneficial owner of 10% or more of Fleet's voting shares prior to the
consummation of a Business Combination or any person who is an affiliate of
Fleet and was the beneficial owner of 10% or more of Fleet's voting shares at
any time within the five years preceding the date on which a binding agreement
providing for a Business Combination is authorized by the Board of Directors;
and the "Continuing Directors" are those individuals who were members of the
Fleet Board of Directors prior to the time a Related Person became the
beneficial owner of 10% or more of Fleet's voting stock or those individuals
designated as Continuing Directors (prior to their initial election as
directors) by a majority of the then Continuing Directors. To amend these
provisions, a super majority vote (80%) of the Board of Directors, a majority
vote of the Continuing Directors and a super majority vote (80%) of the
stockholders is required unless the amendment is recommended to the stockholders
by a majority of the
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Board of Directors and not less than 80% of the Continuing Directors, in which
event only the vote provided under Rhode Island law is required.
DIRECTORS
The Articles contain a number of additional provisions which are intended to
delay an insurgent's ability to take control of Fleet's Board of Directors, even
after an insurgent has obtained majority ownership of the Common Stock. The
Articles provide for a classified Board of Directors, consisting of three
classes of directors serving staggered three-year terms. Directors of Fleet may
only be removed for cause and only (a) by a vote of the holders of 80% of the
outstanding shares of Fleet stock entitled to vote thereon voting separately as
a class at a meeting called for that purpose or (b) by a vote of a majority of
the Continuing Directors and a majority of the Board of Directors as constituted
at that time. Vacancies on the Board of Directors, whether due to resignation,
death, incapacity or an increase in the number of directors, may only be filled
by the Board, acting by a vote of 80% of the directors then in office. The
Articles provide that the number of directors of Fleet (exclusive of directors
to be elected by the holders of any one or more series of the Preferred Stock
voting separately as a class or classes) that shall constitute the Board of
Directors shall be 13, unless otherwise determined by resolution adopted by a
super majority vote (80%) of the Board of Directors and a majority of the
Continuing Directors. Pursuant to such an adopted resolution, the number of
directors that may serve is currently fixed at 15, except in the event that
quarterly dividends are not paid on non-voting Preferred Stock as described
above, and may only be increased by the affirmative vote of 80% of the Board of
Directors and a majority of the Continuing Directors. A super majority vote
(80%) of the Board of Directors, a majority vote of the Continuing Directors and
a super majority vote (80%) of the outstanding shares of Fleet stock entitled to
vote thereon voting separately as a class are required to amend any of these
provisions.
DESCRIPTION OF WARRANTS
Fleet may issue Warrants for the purchase of Preferred Stock or Common
Stock. Warrants may be issued independently or together with Preferred Stock or
Common Stock offered by any Prospectus Supplement and may be attached to or
separate from any such Securities. Each series of Warrants will be issued under
a separate warrant agreement (a "Warrant Agreement") to be entered into between
Fleet and a bank or trust company, as warrant agent (the "Warrant Agent"). The
Warrant Agent will act solely as an agent of the Company in connection with the
Warrants and will not assume any obligation or relationship of agency or trust
for or with any holders or beneficial owners of Warrants. The following summary
of certain provisions of the Warrants does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the provisions of the
Warrant Agreement that will be filed with the Commission in connection with the
offering of such Warrants.
The Prospectus Supplement relating to any particular issue of Preferred
Stock Warrants or Common Stock Warrants will describe the terms of such
Warrants, including the following: (a) the title of such Warrants; (b) the
offering price for such Warrants, if any; (c) the aggregate number of such
Warrants; (d) the designation and terms of the Common Stock or Preferred Stock
purchasable upon exercise of such Warrants; (e) if applicable, the designation
and terms of the Securities with which such Warrants are issued and the number
of such Warrants issued with each such Security; (f) if applicable, the date
from and after which such Warrants and any Securities issued therewith will be
separately transferable; (g) the number of shares of Common Stock or Preferred
Stock purchasable upon exercise of a Warrant and the price at which such shares
may be purchased upon exercise; (h) the date on which the right to exercise such
Warrants shall commence and the date on which such right shall expire; (i) if
applicable, the minimum or maximum amount of such Warrants that may be exercised
at any one time; (j) information with respect to book-entry procedures, if any;
(k) the currency or currency units in which the offering price, if any, and the
exercise price are payable; (l) if applicable, a discussion of material United
States federal income tax considerations; (m) the antidilution provisions of
such Warrants, if any; (n) the redemption or call provisions, if any, applicable
to such Warrants; and (o) any additional terms of the Warrants, including terms,
procedures, and limitations relating to the exchange and exercise of such
Warrants.
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PLAN OF DISTRIBUTION
Fleet may sell Securities to or through underwriters, and also may sell
Securities through agents (which are registered broker-dealers or banks) which
may be affiliates.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices (which may be changed from time
to time), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Each Prospectus
Supplement will describe the method of distribution of the Securities. Certain
restrictions relating to the distribution of Securities in connection with an
International Offering will be set forth in the applicable Prospectus
Supplement.
In connection with the sale of Securities, underwriters or agents acting on
Fleet's behalf may receive compensation from Fleet or from purchasers of
Securities for whom they may act as agents, in the form of discounts,
concessions or commissions. The underwriters, dealers and agents that
participate in the distribution of Securities may be deemed to be underwriters
under the Act and any discounts or commissions received by them and any profits
on the resale of Securities by them may be deemed to be underwriting discounts
and commissions under the Act. Any such underwriter will be identified and any
such compensation will be described in the applicable Prospectus Supplement.
Under agreements which may be entered into by Fleet, underwriters, dealers
and agents who participate in the distribution of Securities may be entitled to
indemnification by Fleet against certain liabilities, including liabilities
under the Act, and to certain rights of contribution from Fleet.
If so indicated in the applicable Prospectus Supplement, Fleet will
authorize underwriters or other persons acting as Fleet's agents to solicit
offers by certain institutions to purchase Preferred Stock, Depositary Shares or
Warrants from Fleet pursuant to delayed delivery contracts providing for payment
and delivery on a future date or dates stated in the applicable Prospectus
Supplement. Each such contract will be for an amount not less than, and the
aggregate amount of such securities sold pursuant to such contracts shall not be
less nor more than, the respective amounts stated in the applicable Prospectus
Supplement. Institutions with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all cases
such institutions must be approved by Fleet. The obligations of any purchaser
under any such contract will not be subject to any condition except that (1) the
purchase of the Preferred Stock, Depositary Shares or Warrants shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject, and (2) if the Preferred Stock, Depositary Shares or
Warrants are also being sold to underwriters acting as principals for their own
account, the underwriters shall have purchased such Preferred Stock, Depositary
Shares or Warrants not sold for delayed delivery. The underwriters and such
other persons will not have any responsibility in respect of the validity or
performance of such contracts.
Certain of the underwriters and their associates and affiliates may be
customers of, have borrowing relationships with, engage in other transactions
with, and/or perform services, including investment banking services, for, Fleet
or one or more of its affiliates in the ordinary course of business.
EXPERTS
The consolidated financial statements of Fleet appearing in Fleet's 1994
Annual Report to Stockholders and incorporated by reference in Fleet's 1994
Annual Report on Form 10-K for the year ended December 31, 1994 (as amended by a
Form 10-K/A dated April 28, 1995), incorporated by reference herein (and
elsewhere in the Registration Statement) have been incorporated by reference
herein (and elsewhere in the Registration Statement) in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants, and upon the
authority of said firm as experts
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in accounting and auditing. The report of KPMG Peat Marwick LLP refers to a
change in the method of accounting for investments in debt and equity
securities.
The supplemental consolidated financial statements of Fleet appearing in
Fleet's Current Report on Form 8-K dated January 19, 1996, incorporated by
reference herein, have been incorporated by reference herein in refinance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
and upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP refers to changes in the methods of accounting
for investments in debt and equity securities and accounting for income taxes.
The consolidated financial statements of National Westminster Bancorp, Inc.
appearing in Fleet's Current Report on Form 8-K dated February 8, 1996,
incorporated by reference herein, have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing. The report of KPMG Peat Marwick LLP refers to changes in the methods
of accounting for investments and accounting for postretirement benefits other
than pensions.
The consolidated financial statements of Shawmut incorporated in this
Prospectus by reference to Fleet's Current Report on Form 8-K dated April 13,
1995, have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed upon for Fleet by
Edwards & Angell, One Hospital Trust Plaza, Providence, Rhode Island 02903, and
for the Underwriters by Cravath, Swaine & Moore, 825 Eighth Avenue, New York,
New York 10019. V. Duncan Johnson, a partner of Edwards & Angell, is a director
of Fleet-RI, Fleet-CT, Fleet-MA, FNB-CT and FNB-MA and beneficially owns 4,052
shares of Common Stock.
27
<PAGE>
- ---------------------------------------- -----------------------------------
- ---------------------------------------- -----------------------------------
NO DEALER, SALESMAN OR OTHER PERSON
HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS IN CONNECTION WITH THE
OFFER MADE BY THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS. IF GIVEN OR MADE, DEPOSITARY SHARES
SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY FLEET OR BY ANY
UNDERWRITER. NEITHER THE DELIVERY OF
THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER
AND THEREUNDER SHALL UNDER ANY
CIRCUMSTANCE CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF FLEET SINCE THE DATE HEREOF. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN
WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. [LOGO]
------------------- FLEET FINANCIAL
GROUP, INC.
TABLE OF CONTENTS
PAGE EACH REPRESENTING A
---- INTEREST IN A SHARE OF
SERIES VII % PERPETUAL
PROSPECTUS SUPPLEMENT PREFERRED STOCK
Use of Proceeds.................. S-2
Recent Developments.............. S-2
Selected Consolidated
Financial Data................. S-6
Certain Terms of the Perpetual
Preferred Stock.................. S-8
Certain Terms of the Depositary
Shares........................... S-10 -----------------------
Federal Income Tax Consequences.. S-10 PROSPECTUS SUPPLEMENT
Underwriting..................... S-11 -----------------------
PROSPECTUS
Available Information............ 2
Incorporation of Certain
Documents by Reference......... 2
Fleet Financial Group, Inc....... 3
Consolidated Ratios of Earnings
to Fixed Charges and Dividends
on Preferred Stock............. 7
Use of Proceeds.................. 7
Description of Preferred Stock... 7
Description of Depositary Shares. 13
Description of Existing
Preferred Stock................ 16
Description of Common Stock...... 22
Selected Provisions in the
Articles of Fleet.............. 24
Description of Warrants.......... 25
Plan of Distribution............. 26 , 1996
Experts.......................... 26
Legal Opinions................... 27
- ---------------------------------------- -----------------------------------
- ---------------------------------------- -----------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
1(a) --Proposed form of Underwriting Agreement for Debt Securities (incorporated by
reference to Exhibit 1(a) of Registration Statement No. 33-63631).
1(b) --Proposed form of Underwriting Agreement for Preferred Stock and Common Stock
(incorporated by reference to Exhibit 1(b) of Registration Statement No.
33-63631).
1(c) --Proposed form of Selling Agency Agreement for Debt Securities (incorporated by
reference to Exhibit 1(b) of Registration Statement No. 33-45137).
2 --Agreement and Plan of Merger dated as of December 19, 1995, between the Registrant
and National Westminster Bank Plc (incorporated by reference to Exhibit 2(a) of
the Registrant's Current Report on Form 8-K dated December 19, 1995).
4(a) --Senior Indenture dated October 1, 1992 between the Registrant and The First
National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4(a) or
Registration Statement No. 33-50216).
4(b) --Form of Warrant Agreement for Warrants attached to Debt Securities (incorporated
by reference to Exhibit 4(b)(1) of Registration Statement No. 33-3573).
4(c) --Form of Warrant Agreement for Warrants not attached to Debt Securities
(incorporated by reference to Exhibit 4(b)(2) of Registration Statement No.
33-3573).
4(d) --Form of Note for Senior Debt Securities (included in Exhibit 4(a) on pages 18
through 27).
4(e) --Subordinated Indenture dated October 1, 1992 between the Registrant and The First
National Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4(d) of
Registration Statement No. 33-50216), as supplemented by a First Supplemental
Indenture dated November 30, 1992 (incorporated by reference to Exhibit 4 to the
Registrant's Current Report on Form 8-K dated November 30, 1992).
4(f) --Form of Note for Subordinated Debt Securities (incorporated by reference to
Exhibit 4(c) of Registration Statement No. 33-40965).
4(g) --Form of Medium-Term Note (incorporated by reference to Exhibit 4(f) of
Registration Statement No. 33-50216).
4(h) --Restated Articles of Incorporation of the Registrant (incorporated by reference to
Exhibit 1 of Fleet's Registration Statement on Form 8-A dated February 27, 1996).
4(i) --Bylaws of the Registrant (incorporated by reference to Exhibit 2 of Fleet's
Registration Statement on Form 8-A dated February 27, 1996).
4(j) --Form of Certificate of Designations (incorporated by reference to Exhibit 4(a) of
Registration Statement No. 33-40967).
4(k) --Form of Deposit Agreement (incorporated by reference to Exhibit 4(b) of
Registration Statement No. 33-40967).
4(l) --Form of Warrant Agreement for Warrants attached to Common Stock or Preferred Stock
(incorporated by reference to Exhibit 4(j) of Registration Statement No.
33-55555).
4(m) --Form of Warrant Agreement for Warrants not attached to Common Stock or Preferred
Stock (incorporated by reference to Exhibit 4(k) of Registration Statement No.
33-55555).
4(n) --Rights Agreement dated as of November 21, 1990 between the Registrant and Fleet
National Bank, as amended by a First Amendment thereto dated as of March 28, 1991
and a Second Amendment thereto dated as of July 12, 1991 and a Third Amendment
thereto dated as of February 20, 1995 (incorporated by reference to Exhibit 1 to
the Registrant's Current Report on Form 8-K dated November 21, 1990, Exhibits 4(a)
and 4(b) to the Registrant's Current Report on Form 8-K dated March 28, 1991 and
Exhibit 99.3 to the Registrant's Current Report on Form 8-K dated February 20,
1995).
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
4(o) --Instruments defining the rights of security holders, including indentures
(Registrants has no instruments defining the rights of holders of equity or debt
securities where the amount of securities authorized thereunder exceeds 10% of the
total assets of Registrants and its subsidiaries on a consolidated basis.
Registrants hereby agrees to furnish a copy of any such instrument to the
Commission upon request).
4(p) --Form of Rights Certificate for stock purchase rights issued to Whitehall
Associates, L.P., and KKR Partners II, L.P. (incorporated by reference to Exhibit
4(c) of Fleet's Current Report on Form 8-K dated July 12, 1991).
5 --Opinion of Edwards & Angell as to legality (previously filed).
12(a) --Computation of Ratio of Earnings to Fixed Charges.
12(b) --Computation of Ratio of Earnings to Fixed Charges and Dividends on Preferred
Stock.
23(a) --Consent of KPMG Peat Marwick LLP (as to Fleet).
23(b) --Consent of KPMG Peat Marwick LLP (as to National Westminster Bancorp, Inc.)
23(c) --Consent of Price Waterhouse LLP.
23(d) --Consent of Edwards & Angell (included in Exhibit 5).
24 --Power of Attorney of certain officers and directors (included on the signature
pages thereto).
25 --Form T-1 Statement of Eligibility and Qualification of The First National Bank of
Chicago, as Senior Trustee and as Subordinated Trustee (previously filed).
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 unless the information required to be included in
such post-effective amendment is contained in a periodic report filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein
by reference;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement unless the information required to be included in
such post-effective amendment is contained in a periodic report filed with
or furnished to the Commission by the Registration pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein
by reference. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculated Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
II-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to Item 15 of this Registration Statement, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective; and
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Providence, and State of Rhode Island,
on March 12, 1996.
FLEET FINANCIAL GROUP, INC.
By: /s/ WILLIAM C. MUTTERPERL
----------------------------------
WILLIAM C. MUTTERPERL
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Form S-3
Registration Statement has been signed by the following persons in the
capacities indicated on March 12, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ ---------------------------------------------
<S> <C>
* Chairman and Director
..........................................
JOEL ALVORD
* President, Chief Executive
.......................................... Officer and Director
TERRENCE MURRAY
* Executive Vice President and
.......................................... Chief Financial Officer
EUGENE M. MCQUADE
* Controller
..........................................
ROBERT C. LAMB, JR.
Director
..........................................
WILLIAM BARNET, III
* Director
..........................................
BRADFORD R. BOSS
Director
..........................................
STILLMAN B. BROWN
* Director
..........................................
PAUL J. CHOQUETTE, JR.
* Director
..........................................
JOHN T. COLLINS
Director
..........................................
BERNARD M. FOX
* Director
..........................................
JAMES F. HARDYMON
Director
..........................................
ROBERT M. KAVNER
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ ---------------------------------------------
<S> <C>
* Director
..........................................
RAYMOND C. KENNEDY
* Director
..........................................
ROBERT J. MATURA
* Director
..........................................
ARTHUR C. MILOT
* Director
..........................................
THOMAS D. O'CONNOR
* Director
..........................................
MICHAEL B. PICOTTE
* Director
..........................................
LOIS D. RICE
* Director
..........................................
JOHN R. RIEDMAN
* Director
..........................................
JOHN S. SCOTT
Director
..........................................
SAMUEL O. THIER
* Director
..........................................
PAUL R. TREGURTHA
</TABLE>
/s/ WILLIAM C. MUTTERPERL
*By: .....................................
WILLIAM C. MUTTERPERL
Secretary
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL PAGE
EXHIBITS NUMBER
- -------- ---------------
<C> <S> <C>
1(a) --Proposed form of Underwriting Agreement for Debt Securities
(incorporated by reference to Exhibit 1(a) of Registration Statement
No. 33-63631).
1(b) --Proposed form of Underwriting Agreement for Preferred Stock and
Common Stock (incorporated by reference to Exhibit 1(b) of
Registration Statement No. 33-63631).
1(c) --Proposed form of Selling Agency Agreement for Debt Securities
(incorporated by reference to Exhibit 1(b) of Registration Statement
No. 33-45137).
2 --Agreement and Plan of Merger dated as of December 19, 1995, between
the Registrant and National Westminster Bank Plc (incorporated by
reference to Exhibit 2(a) of the Registrant's Current Report on Form
8-K dated December 19, 1995).
4(a) --Senior Indenture dated October 1, 1992 between the Registrant and
The First National Bank of Chicago, as Trustee (incorporated by
reference to Exhibit 4(a) or Registration Statement No. 33-50216).
4(b) --Form of Warrant Agreement for Warrants attached to Debt Securities
(incorporated by reference to Exhibit 4(b)(1) of Registration
Statement No. 33-3573).
4(c) --Form of Warrant Agreement for Warrants not attached to Debt
Securities (incorporated by reference to Exhibit 4(b)(2) of
Registration Statement No. 33-3573).
4(d) --Form of Note for Senior Debt Securities (included in Exhibit 4(a) on
pages 18 through 27).
4(e) --Subordinated Indenture dated October 1, 1992 between the Registrant
and The First National Bank of Chicago, as Trustee (incorporated by
reference to Exhibit 4(d) of Registration Statement No. 33-50216),
as supplemented by a First Supplemental Indenture dated November 30,
1992 (incorporated by reference to Exhibit 4 to the Registrant's
Current Report on Form 8-K dated November 30, 1992).
4(f) --Form of Note for Subordinated Debt Securities (incorporated by
reference to Exhibit 4(c) of Registration Statement No. 33-40965).
4(g) --Form of Medium-Term Note (incorporated by reference to Exhibit 4(f)
of Registration Statement No. 33-50216).
4(h) --Restated Articles of Incorporation of the Registrant (incorporated
by reference to Exhibit 1 of Fleet's Registration Statement on Form
8-A dated February 27, 1996).
4(i) --Bylaws of the Registrant (incorporated by reference to Exhibit 2 of
Fleet's Registration Statement on Form 8-A dated February 27, 1996).
4(j) --Form of Certificate of Designations (incorporated by reference to
Exhibit 4(a) of Registration Statement No. 33-40967).
4(k) --Form of Deposit Agreement (incorporated by reference to Exhibit 4(b)
of Registration Statement No. 33-40967).
4(l) --Form of Warrant Agreement for Warrants attached to Common Stock or
Preferred Stock (incorporated by reference to Exhibit 4(j) of
Registration Statement No. 33-55555).
4(m) --Form of Warrant Agreement for Warrants not attached to Common Stock
or Preferred Stock (incorporated by reference to Exhibit 4(k) of
Registration Statement No. 33-55555).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIAL PAGE
EXHIBITS NUMBER
- -------- ---------------
<C> <S> <C>
4(n) --Rights Agreement dated as of November 21, 1990 between the
Registrant and Fleet National Bank, as amended by a First Amendment
thereto dated as of March 28, 1991 and a Second Amendment thereto
dated as of July 12, 1991 and a Third Amendment thereto dated as of
February 20, 1995 (incorporated by reference to Exhibit 1 to the
Registrant's Current Report on Form 8-K dated November 21, 1990,
Exhibits 4(a) and 4(b) to the Registrant's Current Report on Form
8-K dated March 28, 1991 and Exhibit 99.3 to the Registrant's
Current Report on Form 8-K dated February 20, 1995).
4(o) --Instruments defining the rights of security holders, including
indentures (Registrants has no instruments defining the rights of
holders of equity or debt securities where the amount of securities
authorized thereunder exceeds 10% of the total assets of Registrants
and its subsidiaries on a consolidated basis. Registrants hereby
agrees to furnish a copy of any such instrument to the Commission
upon request).
4(p) --Form of Rights Certificate for stock purchase rights issued to
Whitehall Associates, L.P., and KKR Partners II, L.P. (incorporated
by reference to Exhibit 4(c) of Fleet's Current Report on Form 8-K
dated July 12, 1991).
5 --Opinion of Edwards & Angell as to legality (previously filed).
12(a) --Computation of Ratio of Earnings to Fixed Charges.
12(b) --Computation of Ratio of Earnings to Fixed Charges and Dividends on
Preferred Stock.
23(a) --Consent of KPMG Peat Marwick LLP (as to Fleet).
23(b) --Consent of KPMG Peat Marwick LLP (As to National Westminster
Bancorp, Inc.)
23(c) --Consent of Price Waterhouse LLP.
23(d) --Consent of Edwards & Angell (included in Exhibit 5).
24 --Power of Attorney of certain officers and directors (included on the
signature pages thereto).
25 --Form T-1 Statement of Eligibility and Qualification of The First
National Bank of Chicago, as Senior Trustee and as Subordinated
Trustee (previously filed).
</TABLE>
EXHIBIT 12(a)
EXHIBIT 12(a)
FLEET FINANCIAL GROUP, INC.
COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS
TO FIXED CHARGES EXCLUDING INTEREST ON DEPOSITS
(thousands)
<TABLE><CAPTION>
------------ ------------ ------------ ------------ ------------
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Earnings:
Income (loss) before income taxes,
extraordinary credit and
cumulative effect of accounting
charges $ 1,033,756 $ 1,379,639 $ 1,094,456 $ 617,369 $ (16,375)
Adjustments:
(a) Fixed Charges:
(1) Interest on borrowed funds 1,278,598 990,395 751,754 638,430 728,337
(2) 1/3 of Rent 49,921 50,597 52,254 49,197 42,524
----------- ----------- ----------- ----------- -----------
(b) Adjusted earnings $ 2,362,275 $ 2,420,631 $ 1,898,464 $ 1,304,996 $ 754,486
=========== =========== =========== =========== ===========
Fixed Charges $ 1,328,519 $ 1,040,992 $ 804,008 $ 687,627 $ 770,861
=========== =========== =========== =========== ===========
Adjusted earnings/fixed charges 1.78 2.33 x 2.36 x 1.90 x 0.98 x *
=========== =========== =========== =========== ===========
</TABLE>
INCLUDING INTEREST ON DEPOSITS
<TABLE><CAPTION>
------------ ------------ ------------ ------------ ------------
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Earnings:
Income (loss) before income taxes,
extraordinary credit and
cumulative effect of accounting
charges $ 1,033,756 $ 1,379,639 $ 1,094,456 $ 617,369 $ (16,375)
Adjustments:
(a) Fixed Charges:
(1) Interest on borrowed funds 1,278,598 990,395 751,754 638,430 728,337
(2) 1/3 of Rent 49,921 50,597 52,254 49,197 42,524
(3) Interest on deposits 1,726,403 1,170,532 1,165,046 1,698,804 2,414,060
----------- ----------- ----------- ----------- -----------
(c) Adjusted earnings $ 4,088,678 $ 3,591,163 $ 3,063,510 $ 3,003,800 $ 3,168,546
=========== =========== =========== =========== ===========
Fixed Charges $ 3,054,922 $ 2,211,524 $ 1,969,054 $ 2,386,431 $ 3,184,921
=========== =========== =========== =========== ===========
Adjusted earnings/fixed charges 1.34 x 1.62 x 1.56 x 1.26 x 0.99 x *
=========== =========== =========== =========== ===========
</TABLE>
* Note that adjusted earnings are inadequate to cover fixed charges, the
deficiency being $16,375 for both the ratio excluding and including interest
on deposits.
EXHIBIT 12(b)
EXHIBIT 12(b)
FLEET FINANCIAL GROUP, INC.
COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS
TO FIXED CHARGES AND PREFERRED DIVIDENDS
EXCLUDING INTEREST ON DEPOSITS
(thousands)
<TABLE><CAPTION>
------------ ------------ ------------ ------------ ------------
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Earnings:
Income (loss) before income taxes,
extraordinary credit and cumulative
effect of accounting charges $ 1,033,756 $ 1,379,639 $ 1,094,456 $ 617,369 $ (16,375)
Adjustments:
(a) Fixed Charges:
(1) Interest on borrowed funds 1,278,598 990,395 751,754 638,430 728,337
(2) 1/3 of Rent 49,921 50,597 52,254 49,197 42,524
(b) Preferred dividends 62,064 48,859 60,365 65,658 24,220
------------ ------------ ------------ ------------ ------------
(c) Adjusted earnings $ 2,424,339 $ 2,469,490 $ 1,958,829 $ 1,370,654 $ 778,706
============ ============ ============ ============ ============
Fixed charges and preferred dividends $ 1,390,583 $ 1,089,851 $ 864,373 $ 753,285 $ 795,081
============ ============ ============ ============ ============
Adjusted earnings/fixed charges 1.74x 2.27x 2.27x 1.82x 0.98x *
============ ============ ============ ============ ============
<CAPTION>
INCLUDING INTEREST ON DEPOSITS
------------ ------------ ------------ ------------ ------------
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Earnings:
Income (loss) before income taxes,
extraordinary credit and cumulative
effect of accounting charges $ 1,033,756 $ 1,379,639 $ 1,094,456 $ 617,369 $ (16,375)
Adjustments:
(a) Fixed Charges:
(1) Interest on borrowed funds 1,278,598 990,395 751,754 638,430 728,337
(2) 1/3 of Rent 49,921 50,597 52,254 49,197 42,524
(3) Interest on deposits 1,726,403 1,170,532 1,165,046 1,698,804 2,414,060
(b) Preferred dividends 62,064 48,859 60,365 65,658 24,220
------------ ------------ ------------ ------------ ------------
(c) Adjusted earnings $ 4,150,742 $ 3,640,022 $ 3,123,875 $ 3,069,458 $ 3,192,766
============ ============ ============ ============ ============
Fixed charges and preferred dividends $ 3,116,986 $ 2,260,383 $ 2,029,419 $ 2,452,089 $ 3,209,141
============ ============ ============ ============ ============
Adjusted earnings/fixed charges 1.33x 1.61x 1.54x 1.25x 0.99x *
============ ============ ============ ============ ============
</TABLE>
*Note that adjusted earnings are inadequate to cover fixed charges, the
deficiency being $16,375 for both the ratio excluding and including interest
on deposits.
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
The Board of
Directors
Fleet Financial Group,
Inc.:
We consent to the use of our report incorporated by reference in the Annual
Report on Form 10-K of Fleet Financial Group, Inc. for the year ended December
31, 1994, as amended by an Amendment on Form 10K/A dated April 28, 1995, which
is incorporated herein by reference, and to the reference to our firm under the
heading "Experts." Our report refers to a change in the method of accounting for
investments in debt and equity securities.
We also consent to the use of our report incorporated herein by reference
relating to the supplemental consolidated balance sheets of Fleet Financial
Group, Inc. as of December 31, 1994 and 1993 and the related supplemental
consolidated statements of income, changes in stockholders' equity and cash
flows, for each of the years in the three-year period ended December 31, 1994,
which report appears in the Current Report on Form 8-K of Fleet Financial Group,
Inc. dated January 19, 1996. Our report refers to changes in the methods of
accounting for investments in debt and equity securities and accounting for
income taxes.
/s/ KPMG PEAT MARWICK LLP
Providence, Rhode Island
March 12, 1996
EXHIBIT 23(B)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
National Westminster Bancorp Inc.:
We consent to the incorporation by reference herein of our report dated January
12, 1995 relating to the consolidated statement of condition of National
Westminster Bancorp Inc. and Subsidiaries as of December 31, 1994 and 1993 and
the related consolidated statement of operations, statement of changes in equity
capital and statement of cash flows for each of the years in the three-year
period ended December 31, 1994, which report appears in the Current Report on
Form 8-K of Fleet Financial Group, Inc. dated February 8, 1996. Our report
refers to changes in the methods of accounting for investments and accounting
for postretirement benefits other than pensions.
/s/ KPMG PEAT MARWICK LLP
New York, New York
March 12, 1996
EXHIBIT 23(C)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Fleet Financial
Group, Inc. of our report dated February 20, 1995 relating to the consolidated
financial statements of Shawmut National Corporation, which appears in the
Current Report on Form 8-K of Fleet Financial Group, Inc. dated April 13, 1995.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ PRICE WATERHOUSE LLP
Hartford, Connecticut
March 12, 1996
