FLEET FINANCIAL GROUP INC
8-K, 1996-10-29
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported) October 16, 1996
        -----------------------------------------------------------------


                           FLEET FINANCIAL GROUP, INC.
        -----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                  RHODE ISLAND
        -----------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


                 1-6366                      05-0341324
        -----------------------------------------------------------------
           (Commission File Number) (IRS Employer Identification No.)


                      One Federal Street, Boston, MA 02211
        -----------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code: 617-292-2000


        -----------------------------------------------------------------
          (Former name or former address, if changed since last report)




<PAGE>




Item 5.   Other Events.


          Pursuant  to Form  8-K,  General  Instructions  F,  Registrant  hereby
     incorporates by reference the press release attached hereto as Exhibit 99.

Item 7.   Financial Statements and Other Exhibits.

          Exhibit No.                        Description

          Exhibit 99                         Press Release
                                             Dated October 16, 1996


                                        SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed in its behalf
by the undersigned hereunto duly authorized.


                                        FLEET FINANCIAL GROUP, INC.
                                        Registrant


                                        By /s/ William C. Mutterperl
                                           -----------------------------------
                                           William C.  Mutterperl  
                                           Senior Vice President and 
                                           General Counsel



Dated:  October 16, 1996






                                                                     Exhibit 99

Contacts:             Media: James Mahoney              Investor: Thomas R. Rice
                      (617) 346-5472                    (617) 346-0148

                          FLEET FINANCIAL GROUP REPORTS
                  THIRD QUARTER EARNINGS UP 10% TO $295 MILLION

     Boston,  Massachusetts,  October 16,  1996:  Fleet  Financial  Group,  Inc.
(FLT-NYSE) today reported third quarter net income of $295 million,  an increase
of 10%  compared  to net income of $268  million  in the third  quarter of 1995.
Earnings  per share  increased  to $1.02  per share  from $.96 per share in last
year's comparable period.  Year to date earnings were $836 million,  an increase
of 12%, compared to $748 million for the first nine months of 1995. Earnings per
share  increased  to $2.91 per  share  from  $2.69 per share for the first  nine
months of 1995.  Return  on assets  and  return on common  equity  for the third
quarter  were 1.35% and 17.83%,  respectively,  up from 1.27% and 16.86% for the
third quarter of 1995.

     Terrence Murray, Fleet's president and chief executive officer,  commented,
" The past year's  acquisitions,  tightened  business  focus,  and  attention to
efficiency  have  provided a  powerful  kick to Fleet's  earnings  power.  We're
working  across our  diversified  franchise on a number of  continuing  projects
which will sustain and add to this  momentum.  Investments  in  technology,  new
distribution  channels,  and a broader product array are unleashing value across
Fleet's franchise of 6 million customers."

     Eugene M. McQuade, Fleet's chief financial officer, commented on one of the
key drivers of this  earnings  momentum,  "The balance sheet  restructuring  and
acquisition  of NatWest  have  provided  a strong  impetus  to net  income.  The
corporation  has increased net interest by over $160 million from the comparable
period of 1995,  through an increase of 25% in our net interest margin this year
and a more productive mix of earning assets."

     Net interest  income totaled $934 million during the third quarter of 1996,
an increase of $70 million  from the second  quarter,  and $162 million from the
third  quarter  of 1995.  The  increase  over the second  quarter  is  primarily
attributable to the inclusion of the NatWest franchise for the entire period, as
well as an  increase  of 25  basis  points  in net  interest  margin  to  5.01%,
reflecting the NatWest acquisition,  which added higher yielding loans and lower
cost core deposits.

     The provision  for credit  losses was $65 million,  compared to $27 million
for the third  quarter of 1995.  The  increase  in the  provision  is  primarily
attributable  to an increase in charge-offs as a result of the additional  loans
from NatWest coupled with increased charge-offs in the credit card portfolio.

     Noninterest  income in the third  quarter  totaled  $555  million,  up $107
million or 24%,  from the third quarter of 1995.  This  increase in  noninterest
income is  attributable  to a $76  million  contribution  from  NatWest and a 7%
revenue increase in Fleet's business lines.  Mortgage banking revenues increased
$9 million over the prior year as mortgages  serviced  increased  $10 billion to
$121 billion.  Investment management revenue increased $13 million, or 16%, year
over year,  due to growth in the levels of managed  assets,  which was fueled by
the strong equity market.  Student loan servicing  revenue increased $6 million,
or 37%,  compared  to the prior year due to an  increase  in the volume of loans
serviced as a result of the  extension  of our direct loan  servicing  contracts
with the federal government.  Revenues from our venture capital business,  Fleet
Private Equity, increased $28 million to $41 million compared to the same period
of the  prior  year due to  increasing  values  in  equity  capital  investments
managed.

     Noninterest expense totaled $911 million, including $189 million related to
the acquired NatWest, compared to $747 million during the third quarter of 1995.
Excluding the impact of NatWest,  noninterest  expense declined $39 million from
the second quarter of 1996, a reduction of $160 million on an annualized  basis.
This  decrease  was  primarily  the result of cost savings  associated  with the
Shawmut and NatWest mergers.

     Total assets at September  30, 1996 were $87.2  billion,  flat  compared to
$87.7  billion a year ago.  Total loans were up 7%, on an annualized  basis,  to
$60.1 billion at September  30, 1996,  as a result of growth in the  commercial,
real estate, and credit card portfolios during the quarter. Nonperforming assets
increased $14 million in the third quarter to $759 million. Stockholders' equity
amounted to $7.27  billion at September  30,  1996,  an increase of $141 million
from June 30, 1996.  Additionally,  during the quarter the corporation  redeemed
its 10.12% Series III preferred  stock,  which resulted in a one-time  charge to
earnings per share of $.01 and replaced it with Series VIII  preferred  stock at
an initial rate of 6.59%.



<TABLE>
<CAPTION>

                                                                            FLEET FINANCIAL GROUP
                                                                            FINANCIAL HIGHLIGHTS


                                                          THREE MONTHS ENDED               NINE MONTHS ENDED

                                                  Sept 30,      June 30,      Sept 30,    Sept 30,      Sept 30,
                                                   1996           1996          1995        1996          1995

<S>                                                <C>            <C>            <C>        <C>          <C> 
For the Period ($ in millions)
Net income                                        $   295         $  278     $   268     $   836       $   748
Net interest income (a)                               934            863         772       2,528         2,318
Provision for credit losses                            65             48          27         148            75

Per Common Share
Fully diluted earnings per share                  $  1.02       $   0.96        0.96     $  2.91       $  2.69
Market value (period-end)                           44.50          43.50       37.75       44.50         37.75
Cash dividends declared                              0.43           0.43        0.40        1.29          1.20
Book value (period-end)                             23.90          23.25       24.47       23.90         24.47

At Quarter End ($ in millions)
Assets                                            $87,192       $ 87,728    $ 83,751     $ 87,192      $ 83,751
Loans and leases                                   60,086         59,093      52,435       60,086        52,435
Deposits                                           67,551         68,145      53,822       67,551        53,822
Total stockholders' equity                          7,268          7,127       6,698        7,268         6,698

Operating Ratios
Return on average assets                             1.35 %         1.32 %      1.27 %       1.36 %        1.21 %
Return on common equity                             17.83          17.20       16.86        17.34         16.65
Return on realized common equity (b)                17.69          17.08       17.02        17.29         16.46
Net interest margin                                  5.01           4.76        4.12         4.75          4.18
Total equity/assets (period-end)                     8.34           8.12        8.00         8.34          8.00
Tier 1 risk-based capital ratio (estimated)          7.1            7.0         8.4          7.1           8.4
Total risk-based capital ratio (estimated)          10.8           10.9        12.2         10.8          12.2

Asset Quality ($ in millions)
Nonperforming assets                              $  759        $   745      $   771      $   759      $   771
Nonperforming assets as a % of loans, leases,
  and OREO                                          1.26 %         1.26 %       1.47 %       1.26 %       1.47 %
Nonperforming assets as a % of total asset          0.87           0.85         0.92         0.87         0.92
Nonperforming loans to period-end loans             1.18           1.17         1.31         1.18         1.31
Reserve for credit losses to period-end loans       2.58           2.70         2.76         2.58         2.76
Net charge-offs/average loans                       0.74           0.54         0.55         0.60         0.55

Reserve for Credit Losses ($ in millions)
Beginning reserve for credit losses              $ 1,597        $ 1,287      $ 1,492      $ 1,321      $ 1,496
Provision for credit losses                           65             48           27          148           75
Gross charge-offs                                   (144)          (107)        (101)        (335)        (292)
Recoveries                                            34             32           30           89           85
Acquisitions/Other                                    (4)           337           --          325           84
Ending reserve for credit losses                   1,548          1,597        1,448        1,548        1,448


(a) Fully taxable equivalent
(b) Excludes average unrealized gains/losses
       on securities available for sale.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                           FLEET FINANCIAL GROUP
                                                                      CONSOLIDATED INCOME STATEMENTS
                                                                               ($ in millions)




                                                                 THREE MONTHS ENDED            NINE MONTHS ENDED


                                                          Sept 30,    June 30,    Sept 30,    Sept 30,    Sept 30,
                                                            1996        1996       1995         1996        1995


<S>                                                         <C>         <C>         <C>         <C>         <C>       
Net interest income (FTE)                              $   933.5   $  863.1    $  771.7     $ 2,528.5   $  2,317.8
Provision for credit losses                                 64.8       48.3        27.3         148.4         75.1
   Net interest income after provision                     868.7      814.8       744.4       2,380.1      2,242.7
Noninterest income:
   Service charges, fees, and commissions                  171.9      146.1       123.6         437.4        371.4
   Mortgage banking                                        146.4      133.2       137.0         403.2        379.5
   Investment services revenue                              93.3       93.5        80.6         274.1        237.6
   Student loan servicing fees                              22.7       22.4        16.6          67.1         46.6
   Other                                                   120.8      153.9        90.4         442.1        293.7
    Total noninterest income                               555.1      549.1       448.2       1,623.9      1,328.8
Noninterest expense:
   Employee compensation and benefits                      425.4      410.5       360.7       1,183.7      1,086.3
   Mortgage servicing and intangible asset amortization     89.9       78.6        59.2         235.1        177.1
   Occupancy                                                74.1       75.3        62.6         210.4        186.4
   Equipment                                                70.6       68.2        52.8         195.5        154.2
   Other                                                   251.5      252.5       211.4         730.3        706.7
    Total noninterest expense                              911.5      885.1       746.7       2,555.0      2,310.7
Pre-tax income                                             512.3      478.8       445.9       1,449.0      1,260.8
Income taxes and tax-equivalent adjustment                 217.4      201.1       177.9         612.5        512.8
Net income                                             $   294.9      277.7       268.0         836.5        748.0

</TABLE>
<PAGE>
                              FLEET FINANCIAL GROUP
                           CONSOLIDATED BALANCE SHEETS
                                 ($ in millions)


                                               Sept 30,    June 30,    Sept 30,
                                                 1996        1996        1995

ASSETS:
Cash and equivalents                          $  6,399     $  7,048   $  4,065
Securities                                      11,733       11,415     19,500
Loans and lease financing                       60,086       59,093     52,435
Reserve for credit losses                       (1,548)      (1,597)    (1,448)
Mortgages held for resale                        1,555        1,860      2,252
Other assets                                     8,967        9,909      6,947
Total assets                                  $ 87,192     $ 87,728   $ 83,751


LIABILITIES:
Deposits:
   Demand                                     $ 17,503     $ 17,527   $ 10,658
   Regular savings, NOW, money market           28,475       28,801     22,817
   Time                                         21,573       21,817     20,347
      Total deposits                            67,551       68,145     53,822
Short-term borrowings                            5,117        4,637     14,999
Long-term debt                                   4,923        5,303      6,734
Other liabilities                                2,333        2,516      1,498
Total liabilities                               79,924       80,601     77,053
STOCKHOLDERS' EQUITY:
Preferred stock                                  1,001        1,003        682
Common stock                                     6,267        6,124      6,016
Total stockholders' equity                       7,268        7,127      6,698
Total liabilities and stockholders' equity    $ 87,192     $ 87,728   $ 83,751

<PAGE>

<TABLE>
<CAPTION>
                                                                   FLEET FINANCIAL GROUP
                                                            CONSOLIDATED AVERAGE BALANCE SHEETS
                                                                      ($ in millions)




                                                                      THREE MONTHS ENDED

                                             Sept 30, 1996      June 30, 1996      Sept 30, 1995


                                          Average             Average              Average
                                          Balance    Rate     Balance     Rate     Balance     Rate

ASSETS: 
<S>                                        <C>        <C>      <C>       <C>          <C>        <C> 
Securities                             $  11,838     6.58 %  $ 11,481     6.32 %   $ 19,651     6.21 %
Loans and leases                          59,536     8.66      55,935     8.58       51,831     9.10
Mortgages held for resale                  1,676     8.16       2,190     7.79        2,064     7.76
Other earning assets                       1,247     7.65       3,242     8.20        1,349     5.87
   Total interest-earning assets          74,297     8.30 %    72,848     8.18 %     74,895     8.23 %
Reserve for credit losses                 (1,595)              (1,510)               (1,484)
Other assets                              14,101               13,442                10,228
Total assets                           $  86,803             $ 84,780              $ 83,639

LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
   Savings                             $  28,589     2.33 %  $ 26,494     2.25 %   $ 23,058     2.59 %
   Time                                   22,170     5.36      20,920     5.43       20,665     5.74
     Total interest-bearing deposits      50,759     3.66      47,414     3.65       43,723     4.08
Short-term borrowings                      4,512     5.04       6,941     5.10       14,849     5.73
Long-term debt                             5,063     7.18       5,871     7.10        6,098     7.38
   Total interest-bearing liabilities  $  60,334     4.06 %    60,226     4.15 %   $ 64,670     4.77 %

   Net interest spread                               4.24 %               4.03 %                3.46 %

Demand deposits                        $  16,934               15,218              $ 10,821
Other liabilities                          2,406                2,296                 1,378
Total liabilities                         79,674               77,740                76,869
Stockholders' equity                       7,129                7,040                 6,770
Total liabilities and stockholders'
  equity                               $  86,803            $  84,780              $ 83,639 
Net interest margin                                  5.01 %               4.76 %                4.12 %

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                   FLEET FINANCIAL GROUP
                                             CONSOLIDATED AVERAGE BALANCE SHEETS
                                                      ($ in millions)




                                                        NINE MONTHS ENDED

                                             Sept 30, 1996            Sept 30, 1995


                                            Average                Average
                                            Balance     Rate       Balance      Rate

ASSETS:
<S>                                         <C>         <C>       <C>           <C>   
Securities                                  $ 11,816    6.39 %    $ 20,980      6.22 %
Loans and leases                              55,004    8.62        50,563      9.12
Mortgages held for resale                      1,982    7.79         1,238      8.38
Other earning assets                           2,345    8.36         1,231      5.74
   Total interest-earning assets              71,147    8.22 %      74,012      8.23 %
Reserve for credit losses                     (1,475)               (1,508)
Other assets                                  12,548                 9,921
Total assets                                $ 82,220              $ 82,425

LIABILITIES AND STOCKHOLDERS' EQUITY:
LIABILITIES:
Deposits:
   Savings                                  $ 25,737    2.34 %    $ 23,104      2.55 %
   Time                                       20,752    5.46        19,826      5.59
    Total interest-bearing deposits           46,489    3.73        42,930      3.96
Short-term borrowings                          6,497    5.17        14,355      5.79
Long-term debt                                 5,669    7.06         6,365      7.36
   Total interest-bearing liabilities       $ 58,655    4.21 %      63,650      4.71 %

   Net interest spread                                  4.01 %                  3.52 %

Demand deposits                               14,453                10,786
Other liabilities                              2,207                 1,521
Total liabilities                             75,315                75,957
Stockholders' equity                           6,905                 6,468 
Total liabilities and stockholders' equity  $ 82,220              $ 82,425

Net interest margin                                     4.75 %                  4.18 %

</TABLE>


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