FLEET FINANCIAL GROUP INC
8-K, 1997-10-23
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 15, 1997


                           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 02110
               (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 Instruction 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                                    Fleet Financial Group, Inc.
                                                    Press Release
                                                    Dated October 15, 1997


                                   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 15, 1997



Exhibit 99

Fleet Financial Group, Inc.
Press Release dated October 15, 1997



Contacts:  Media: James Mahoney                 Investor:  Thomas Rice
           (617) 346-5472                                  (617) 346-0148
                                                           T. Kevin Beatty
                                                           (617) 346-4963



                   FLEET FINANCIAL GROUP REPORTS THIRD QUARTER
                           NET INCOME OF $329 MILLION

                       EARNINGS PER SHARE UP 18% TO $1.20


     BOSTON,  MA., OCTOBER 15, 1997 - Fleet Financial Group, Inc. today reported
net income of $329  million  for the third  quarter of 1997,  an increase of $34
million from the $295 million  reported in the third  quarter of 1996.  Earnings
per share  were $1.20 for the  quarter  or 18%  higher  than the $1.02 per share
reported in last year's third quarter. Return on assets and return on equity for
the quarter were 1.60% and 19.89%,  compared with 1.35% and 17.83% for the third
quarter of 1996.

     Nine month earnings were $968 million, an increase of $132 million over the
comparable  period of 1996.  Earnings  per share were $3.48 for the  period,  an
increase of 20%,  compared with $2.91 earned in the  comparable  period of 1996.
Return on assets  and return on equity for this  period  were 1.58% and  19.65%,
compared with 1.36% and 17.34%, for the same period in 1996.

HIGHLIGHTS

     Terrence Murray,  Fleet's chairman and chief executive officer commented on
the strong  results of the  quarter,  "I  continue to be very  pleased  with the
earnings  momentum  demonstrated  by our  core  business  lines.  Our  focus  on
providing relevant financial  solutions to our customers is increasingly  paying
dividends."

     "During the quarter," Mr. Murray continued,  "Fleet took two exciting steps
to  further  expand  our  product  and  distribution  platforms.  The  announced
acquisition of Columbia Management complements our fast growing asset management
business by  broadening  our  institutional  product and mutual fund  offerings.
Similarly,  Quick &  Reilly  significantly  enhances  our  distribution  channel
capabilities,   expands  our  product  set,  and  helps  diversify  our  mix  of
businesses.  Both companies present multiple cross-sell  opportunities,  help to
geographically  broaden the  company's  customer base and revenue  sources,  and
provide superior and consistent  earnings in fast growing fee-based  businesses.
We are very pleased to have them join the Fleet family."

     Vice Chairman and Chief Financial  Officer Eugene M. McQuade  commenting on
Fleet's  notable  performance  ratios  observed,  "Fleet  is near the top of the
industry across all measures of profitability.  Our recent acquisitions will add
businesses which should further enhance this position."

     Mr. McQuade also  commented on the profit  drivers at Fleet.  "Revenue from
continuing  operations  was up  strongly,  driven by an 8% increase in loans and
strong  Corporate  Finance and Venture  Capital  revenues.  This revenue growth,
combined with further expense reductions,  resulted in another strong quarter of
earnings."

THIRD QUARTER RESULTS

     Net interest income of $926 million was  essentially  unchanged from a year
ago. This level represents an increase of $10 million from the second quarter as
a result  of $1.1  billion  of growth in the loan  portfolio.  The net  interest
margin of 5.23%,  equal to the second  quarter,  increased  22 basis points from
last year,  reflecting the continuing  impact of a  comprehensive  balance sheet
restructuring  program  which lowered  funding costs and enhanced  earning asset
mix; loans and leases  currently  represent 85% of total interest earning assets
compared to 80% in the third quarter of 1996.

     The provision for credit losses was $85 million with net charge-offs of $93
million  being $17 million  better  than the same period in 1996,  the result of
continued  improvement  in  the  Corporation's   commercial  credit  portfolios.
Improvement was also reflected in the Corporation's nonperforming assets of $479
million which decreased $52 million from June 30, 1997 and $280 million over the
past year. At $1.4 billion,  the reserve for loan losses remained  exceptionally
strong  as  evidenced  by  coverages  of 2.4% of total  loans  and over  300% of
nonperforming loans.

     Noninterest  income was $514  million for the  quarter,  an increase of $30
million over the third quarter of 1996 after adjusting for divested  businesses.
While  growth  was  experienced  in nearly all major  core  noninterest  revenue
categories,  the results of certain strategic initiatives have been particularly
noteworthy.  Investment  services  revenue  increased 18% in the past year while
Corporate  Finance  revenues,  a business  which was only started in 1996,  have
grown nearly 7 times.

     Noninterest  expense of $791  million  declined  $70 million  over the past
year. On an annualized basis,  expenses have been reduced by approximately  $725
million  since the  inception  of the  consolidation  activities  related to the
Shawmut and NatWest  transactions.  The Corporation's  efficiency ratio of 54.9%
has also shown dramatic improvement over the consolidation period.

     The  corporation  also  reported on capital  actions  taken by its Board of
Directors at today's meeting. An 8.9% increase to its quarterly dividend to $.49
per share on its  common  stock  was  declared  payable  on  January  1, 1998 to
shareholders  of record on  December  3, 1997.  Also,  in  conjunction  with the
Corporation's announcement of its intention to acquire the Quick & Reilly Group,
Inc.,  the Board  rescinded  its prior  authority  granted in January of 1997 to
repurchase  up to 20 million  shares of its common stock  effective  immediately
prior to consummation of the  acquisition.  In the event that the acquisition is
not consummated,  the authority to repurchase such shares will remain in effect.

     Total assets at  September  30, 1997 were $83.6  billion  compared to $85.5
billion of total assets at December 31, 1996.  Stockholders'  equity amounted to
$7.2 billion at September 30, 1997.


<TABLE>
<CAPTION>
                            FLEET FINANCIAL GROUP
                             FINANCIAL HIGHLIGHTS

   THREE MONTHS ENDED                                                                              NINE MONTHS ENDED

<S>        <C>           <C>                <C>                                                       <C>                <C>
 September 30,      June 30,      September 30,                                             September 30,      September 30,
   1997              1997           1996                                                      1997                 1996

                                                 For the Period ($ in millions)
 $     329          $     328     $      295     Net income                                 $   968            $      836
    1,440              1,430          1,439      Total Revenue                                4,299                 4,013
      791                797            861      Total Expense                                2,429                 2,416
       85                 83             65      Provision for credit losses                    233                   148

                                                 Per Common Share
$     1.20         $    1.19          $1.02      Fully diluted earnings per share           $  3.48            $      2.91
     65.56             63.25          44.50      Market value (period-end)                    65.56                 44.50
      0.45              0.45           0.43      Cash dividends declared                       1.35                  1.29
     25.42             24.64          23.90      Book value (period-end)                      25.42                 23.90

                                                 At Quarter End ($ in billions)
$     83.6         $    83.4     $     87.2      Assets                                     $  83.6             $    87.2
      59.3              58.2           60.1      Loans and leases                              59.3                  60.1
      62.9              63.2           67.6      Deposits                                      62.9                  67.6
       7.2               7.0            7.3      Total stockholders' equity                     7.2                   7.3

                                                 Operating Ratios
      1.60%             1.61%          1.35      Return on average assets                      1.58%                 1.36%
     19.89             20.24          17.83      Return on common equity                      19.65                 17.34
     20.07             20.23          17.69      Return on realized common equity (a)         19.72                 17.29
      5.23              5.25           5.01      Net interest margin                           5.21                  4.75
     54.90             55.80(b)       59.90      Efficiency ratio                             56.50(b)              60.20
       8.6              8.4             8.3      Total equity/assets (period-end)               8.6                   8.3
       7.2              7.2             7.1      Tier 1 risk-based capital ratio (estimated)    7.2                   7.1
      10.9             10.8            10.9      Total risk-based capital ratio (estimated)    10.9                  10.9
              
                                                 Asset Quality ($ in millions)
$      479         $    531             759      Nonperforming assets                        $  479             $     759
     1,432            1,443           1,548      Reserve for credit losses                    1,432                 1,548
                                                 Nonperforming assets as a % of loans,
      0.81%            0.91%           1.26%       leases, and OREO                            0.81%                 1.26%
      0.57             0.64            0.87      Nonperforming assets as a % of total assets   0.57                  0.87
      0.77             0.86            1.18      Nonperforming loans to period-end loans       0.77                  1.18
      2.42             2.48            2.58      Reserve for credit losses to period-end loans 2.42                  2.58
      0.64             0.69            0.74      Net charge-offs/average loans                 0.65                  0.60

    (a) Excludes average unrealized gains/losses on securities available for sale
    (b) Excludes gains on sales of business units, net of charges
</TABLE>


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



       THREE MONTHS ENDED                                   

<S>       <C>       <C>             <C>                                                          <C>              <C>
September 30,  June 30,   September 30,                                                September 30,    September 30,
  1997          1997        1996                                                          1997            1996



$ 926          $ 916       $ 934      Net interest income (FTE)                        $ 2,744           $  2,529
   85             83          65      Provision for credit losses                          233               148

  841            833         869           Net interest income after provision           2,511             2,380

                                      Noninterest income:
  159            159         153           Service charges, fees, and commissions          475               391
  104            103          93           Investment services revenue                     310               274
   66             91          96           Mortgage banking, net of amortization           260               264
   24             26          23           Student loan servicing fees                      76                67
  161            135         140           Other                                           434               488

  514            514         505               Total noninterest income                  1,555             1,484

                                      Noninterest expense:
  384            406         425           Employee compensation and benefits            1,215             1,184
   70             67          74           Occupancy                                       212               210
   70             67          71           Equipment                                       207               195
   41             39          40           Intangible asset amortization                   120                96
  226            218         251           Other                                           675               731

  791            797         861               Total noninterest expense                 2,429             2,416

  564            550         513      Earnings before income taxes and net gains         1,637             1,448
    -             20           -      Gains on sales of business units, net of charges      20                 -
  235            242         218      Income taxes and tax-equivalent adjustment           689               612

$ 329          $ 328       $ 295      Net income                                        $  968           $   836
</TABLE>


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




                                         September 30,   June 30,  September 30,
                                           1997           1997         1996

ASSETS:
<S>                                     <C>              <C>          <C>     
Cash and cash equivalents               $     6,563      $  6,057     $  5,954
Securities                                    8,770         8,704       11,733
Loans and lease financing                    59,264        58,186       60,086
Reserve for credit losses                    (1,432)       (1,443)      (1,548)
Mortgages held for resale                     1,396         1,000        1,555
Other assets                                  9,014        10,897        9,414

Total assets                            $    83,575      $ 83,401     $ 87,194

LIABILITIES:
Deposits:
  Demand                                $    15,821      $ 16,471     $ 17,505
  Regular savings, NOW, money market         27,569        27,641       28,475
  Time                                       19,517        19,117       21,573

       Total deposits                        62,907        63,229       67,553

Short-term borrowings                         6,524         5,786        5,117
Long-term debt                                4,459         4,550        4,923
Other liabilities                             2,498         2,818        2,333

Total liabilities                            76,388        76,383       79,926

STOCKHOLDERS' EQUITY:
Preferred stock                                 835           835        1,001
Common stock                                  6,352         6,183        6,267

Total stockholders' equity                    7,187         7,018        7,268

Total liabilities and
   stockholders' equity                 $    83,575      $ 83,401     $ 87,194
</TABLE>

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

                                                     THREE MONTHS ENDED

                                              September 30, 1997          June 30, 1997           September 30, 1996


                                              Average                  Average                  Average
                                              Balance     Rate         Balance      Rate        Balance     Rate

ASSETS:
<S>                                          <C>          <C>          <C>          <C>        <C>          <C>  
Securities                                   $  8,690     6.78%        $ 8,327      6.72%      $  11,838    6.58%
Loans and leases                               58,087     8.72          59,027      8.67          59,536    8.66
Mortgages held for resale                       1,222     7.47           1,444      7.91           1,676    8.16
Other earning assets                            2,434     6.58           1,182      4.81           1,247    7.65

   Total interest-earning assets               70,433     8.38%         69,980      8.37%         74,297    8.30%

Reserve for credit losses                      (1,441)    -             (1,457)     -             (1,595)    -
Other assets                                   12,609     -             13,281      -             14,101     -

Total assets                                 $ 81,601     -            $81,804      -          $  86,803     -

LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
  Savings                                    $ 27,325     2.23%        $27,611       2.22%     $  28,589     2.33%
  Time                                         19,695     5.17          20,005       5.09         22,170     5.36

   Total interest-bearing deposits             47,020     3.46          47,616       3.43         50,759     3.66

Short-term borrowings                           5,315     5.03           4,357       4.84          4,512     5.04
Long-term debt                                  4,487     7.42           4,611       7.33          5,063     7.18

   Total interest-bearing liabilities        $ 56,822     3.91%        $56,584       3.86%     $  60,334     4.06%

   Net interest spread                          -         4.47%            -         4.51%         -         4.24%

Demand deposits and other noninterest-
  bearing time deposits                      $ 15,475     -            $16,161          -      $  16,934     -
Other liabilities                               2,219     -              2,027          -          2,406     -

Total liabilities                              74,516     -             74,772          -         79,674     -

Stockholders' equity                            7,085     -              7,032          -          7,129     -

Total liabilities and stockholders' equity   $ 81,601     -            $81,804          -      $  86,803     -

Net interest margin                                     5.23%                        5.25%                   5.01%
</TABLE>

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


                                                               NINE MONTHS ENDED

                                                   September 30, 1997       September 30, 1996

                                                  Average                 Average
                                                  Balance       Rate      Balance      Rate

ASSETS:
<S>                                               <C>           <C>      <C>           <C>  
Securities                                        $  8,533      6.72%    $ 11,816      6.39%
Loans and leases                                    58,593      8.67       55,004      8.62
Mortgages held for resale                            1,449      7.67        1,982      7.79
Other earning assets                                 1,734      5.68        2,345      8.36

     Total interest-earning assets                  70,309      8.34%      71,147      8.22%

Reserve for credit losses                           (1,462)        -       (1,475)        -
Other assets                                        13,245         -       12,548         -

Total assets                                      $ 82,092         -     $ 82,220         -

LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
     Savings                                      $ 27,569      2.23%    $ 25,737       2.34%
     Time                                           20,134      5.13       20,752       5.46

          Total interest-bearing deposits           47,703      3.46       46,489       3.73

Short-term borrowings                                4,433      4.79        6,497       5.17
Long-term debt                                       4,698      7.31        5,669       7.06

     Total interest-bearing liabilities           $ 56,834      3.88%    $ 58,655       4.21%

     Net interest spread                                 -      4.46%           -       4.01%

Demand deposits and other noninterest-
  bearing time deposits                           $ 15,943         -     $ 14,453          -
Other liabilities                                    2,200         -        2,207          -

Total liabilities                                   74,977         -       75,315          -

Stockholders' equity                                 7,115         -        6,905          -

Total liabilities and stockholders' equity        $ 82,092         -     $ 82,220          -

Net interest margin                                             5.21%                   4.75%
</TABLE>






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