SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Fleet Financial Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Rhode Island 05-0341324
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
One Federal Street, Boston, Massachusetts 02110
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so Registered each class is to be registered
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Depositary Shares, each New York Stock
representing a 1/5 Exchange, Inc.
interest in a share
of Series VII Fixed/Adjustable
Rate Cumulative
Preferred Stock
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
<PAGE>
ITEM 1. Description of Registrant's Securities to be Registered.
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Incorporated by reference herein is the description of the Preferred Stock
and Depositary Shares provided in the Registrant's Registration Statement
filed pursuant to the Securities Act of 1933 on Form S-3 (File No.
333-00701) (the "Registration Statement"), as filed by the Registrant with
the Securities and Exchange Commission (the "Commission") on February 2,
1996, as amended by Amendment No. 1 and Amendment No. 2 thereto filed with
the Commission on March 15, 1996 and March 22, 1996, under the caption
labeled "Description of Preferred Stock" and "Description of Depositary
Shares," respectively, as amended by and supplemented in the Prospectus
Supplement dated March 26, 1996, each filed by the Registrant under Rule
424(b)(5) on March 29, 1996, and incorporated by reference herein, under
the caption labeled "Certain Terms of the Perpetual Preferred Stock" and
"Certain Terms of the Depositary Shares," respectively.
ITEM 2. Exhibits.
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1. Restated Articles of Incorporation of the Registrant (incorporated
by reference to Exhibit 3(a) of the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995).
2. By-laws of the Registrant (incorporated by reference to Exhibit 2 of
the Registrant's Registration Statement on Form 8-A (No. 001-06366)
filed with the Commission on February 28, 1996).
3. Certificate of Designations establishing the Series VII
Fixed/Adjustable Rate Cumulative Preferred Stock (incorporated by
reference to Exhibit 4(a) of the Registrant's Current Report on Form
8-K filed with the Commission on March 29, 1996).
4. Deposit Agreement for Depositary Shares, each representing a 1/5
interest in a share of Series VII Fixed/Adjustable Rate Cumulative
Preferred Stock (incorporated by reference to Exhibit 4(b) of the
Registrant's Current Report on Form 8-K filed with the Commission
on March 29, 1996).
5. Form of Stock Certificate for Series VII Fixed/Adjustable Rate
Cumulative Preferred Stock (incorporated by reference to Exhibit
4(c) of the Registrant's Current Report on Form 8-K filed with
the Commission on March 29, 1996).
6. Form of Depositary Receipt for Series VII Depositary Shares
(included as Exhibit A to Exhibit 4 hereto).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
FLEET FINANCIAL GROUP, INC.
Date: April 1, 1996 By: /s/ William C. Mutterperl
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William C. Mutterperl
Senior Vice President, General
Counsel and Secretary
<PAGE>
April 1, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Fleet Financial Group, Inc.
Registration Statement on Form 8-A
Ladies and Gentlemen:
The undersigned hereby respectfully requests that the above captioned
Registration Statement become effective immediately or as soon thereafter as
practicable.
Very truly yours,
FLEET FINANCIAL GROUP, INC.
By: /s/ William C. Mutterperl
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William C. Mutterperl
Senior Vice President, General
Counsel and Secretary
