SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____)
The Quick & Reilly Group, Inc.
(Name of Issuer)
Common Stock, $0.10 par value
(Title of Class of Securities)
748376100
(CUSIP Number)
William C. Mutterperl
Senior Vice President and General Counsel
Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
(617) 292-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 16, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
CUSIP No. 748376100
1) NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Fleet Financial Group, Inc. E.I.N. 05-0341324
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) N/A
(b) N/A
3) SEC USE ONLY
4) SOURCE OF FUNDS WC
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island
7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER 7,688,241
8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER -0-
9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER 7,688,241
10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER -0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,688,241
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9%
14) TYPE OF REPORTING PERSON CO
This statement is being filed to report the granting by The Quick & Reilly
Group, Inc., a Delaware corporation (the "Company"), to Fleet Financial Group,
Inc., a Rhode Island corporation ("FFG"), of an option (the "Option") to
purchase up to 7,688,241 shares (the "Option Shares") of the outstanding common
stock, $0.10 par value, of the Company, pursuant to a Stock Option Agreement
(the "Stock Option Agreement") dated September 16, 1997, between the Company and
FFG. The Stock Option Agreement is attached hereto as Exhibit 1 and is
incorporated herein by reference. The exercise of the Option is subject to the
occurrence of certain events relating to attempts by third parties to acquire
the Company prior to the effective date of the Merger (as hereinafter defined).
The Company, FFG and Fleet Securities, Inc. ("Merger Sub") have also entered
into an Agreement and Plan of Merger dated as of September 16, 1997 (herein
referred to as the "Agreement"), pursuant to which the Company will merge with
and into Merger Sub (the "Merger"). The Agreement is attached hereto as Exhibit
2 and is incorporated herein by reference.
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of common stock, $0.10 par value, of the
Company (the "Common Stock"). The principal executive offices of the Company are
located at 230 South County Road, Palm Beach, Florida 33480.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed by FFG, a Rhode Island corporation. The
names and citizenship of the executive officers and directors of FFG are set
forth on Annex A attached hereto, which Annex is incorporated herein by
reference.
(b) The executive offices and principal place of business of FFG is located
at One Federal Street, Boston, Massachusetts 02110. The business addresses of
the executive officers and directors of FFG are set forth on Annex A attached
hereto, which Annex is incorporated herein by reference.
(c) FFG is a diversified financial services company engaged in a general
commercial banking and trust business through its banking subsidiaries and a
broad range of financial services through its non-banking subsidiaries. The
present principal occupations of the executive officers and directors of FFG are
set forth on Annex A attached hereto, which Annex is incorporated herein by
reference.
(d) During the last five years, neither FFG nor, to the best of FFG's
knowledge, any of FFG's directors or executive officers listed on Annex A have
been convicted in a criminal proceeding (excluding traffic violations or other
similar misdemeanors).
(e) During the last five years, neither FFG nor, to the best of FFG's
knowledge, any of FFG's directors or executive officers listed on Annex A has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Company granted FFG the Option in consideration of FFG's entering into
the Agreement. The Stock Option Agreement provides that the consideration for
the Common Stock purchased upon exercise of the Option shall be payable in
immediately available funds. It is anticipated that any funds used to purchase
Option Shares will be provided by the general working capital of FFG.
ITEM 4. PURPOSE OF THE TRANSACTION
Through the Merger, FFG is seeking to acquire the entire equity interest of
the Company. The Stock Option Agreement is designed to, and FFG requested such
agreement because it believed that it would, enhance the likelihood that the
Merger would be successfully consummated in accordance with the terms
contemplated by the Agreement.
On the effective date of the Merger, the issued and outstanding shares of
Common Stock (except for shares of Common Stock held by the Company or any of
its subsidiaries or by FFG or any of its subsidiaries, in each case, other than
in a fiduciary (including custodial or agency) capacity or as a result of debts
previously contracted) shall be automatically converted into the right to
receive 0.578 shares of the common stock, $0.01 par value, of FFG ("FFG Common
Stock").
No fractional shares of FFG Common Stock will be issued in the Merger, and
the Company's stockholders who otherwise would be entitled to receive a
fractional share of FFG Common Stock will receive a cash payment in lieu
thereof.
Pursuant to the Stock Option Agreement, the Company granted FFG an option
(the "Option") to purchase up to 7,688,241 authorized but unissued shares (the
"Option Shares") of Common Stock for $35.04 per share. The Option will become
exercisable in whole or in part at any time prior to its expiration, if (i) the
Company, without the prior written consent of FFG, enters into an agreement with
any person (other than FFG) to effect (any of the following, an "Acquisition
Transaction") (a) a merger, consolidation or similar transaction involving the
Company or any of its Significant Subsidiaries (as defined in Rule 1-02 of
Regulation S-X promulgated by the Securities and Exchange Commission) (other
than mergers, consolidations or similar transactions involving (x) the Company
or any of its Significant Subsidiaries in which the voting securities of the
Company immediately prior to such transaction continue to represent at least 65%
of the combined voting power of the voting securities of the Company or the
surviving entity outstanding immediately after such transaction or (y) only the
Company and its subsidiaries), (b) the purchase, lease or other acquisition of
all or a substantial portion of the assets of the Company or any of its
Significant Subsidiaries, (c) a purchase or other acquisition (including by way
of merger, consolidation, share exchange or otherwise) of securities
representing 20% or more of the voting power of the Company or any of its
subsidiaries or (d) any substantially similar transaction, (ii) the Board of
Directors of the Company shall have recommended that the stockholders of the
Company approve or accept any Acquisition Transaction, or (iii) any person
(other than FFG) acquired beneficial ownership of 20% or more of the then
outstanding shares of Common Stock.
As more fully set forth in the Stock Option Agreement, FFG (or a subsequent
holder of the Option or Option Shares) has the right under specified
circumstances to require the Company to repurchase the Option or Option Shares.
Upon consummation of the Merger, FFG has agreed to cause one member of the
Company's Board of Directors on the date hereof (selected by FFG after
consultation with the Company), who is still a member of the Company's Board of
Directors immediately prior to the effective date of the Merger and willing and
eligible to serve, to be elected or appointed as a director of FFG.
During the period from September 16, 1997 to the effective date of the
Merger, the Company has agreed that without the consent of FFG it will not (i)
issue, sell or otherwise permit to become outstanding (including pursuant to any
stock split, stock dividend, recapitalization or similar transaction or pursuant
to any Compensation and Benefit Plan qualified under Section 401(k) of the
Internal Revenue Code of 1986 to the extent such Compensation and Benefit Plan
offers Common Stock as an investment option), or authorize the creation of, any
capital stock, including any additional Common Stock or any Rights (as defined
in the Agreement), (ii) enter into any agreement, understanding or arrangement
with respect to the voting of its capital stock, (iii) enter into any agreement
with respect to the foregoing, (iv) permit any additional Common Stock to become
subject to new grants of employee or director stock options, other Rights or
similar stock-based employee rights, (v) make, declare, pay or set aside for
payment any dividend (other than (A) regular quarterly cash dividends at a rate
not to exceed $0.06 per share with record and payment dates consistent with past
practice and (B) dividends from wholly owned Subsidiaries to the Company or
another wholly-owned subsidiary of the Company) on or in respect of, or declare
or make any distribution on, any Common Stock, or (vi) directly or indirectly,
adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any
shares of its capital stock except pursuant to the exercise of stock options
outstanding as of September 16, 1997.
If the Merger is consummated as contemplated, the Common Stock will cease
to be listed on the New York Stock Exchange and such securities will become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended.
Other than as described above or in Item 5 below, FFG does not have any
plans or proposals which relate to or would result in any of the matters listed
in Items 4(a) - (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) To the best of FFG's knowledge, there were no more than 38,664,015
shares of Common Stock issued and outstanding as of August 29, 1997, and 29,636
shares of Common Stock were held in treasury as of September 16, 1997. The
7,688,241 Option Shares therefore represent 19.9% of the number of shares of
Common Stock issued and outstanding as of August 29, 1997.
(b) If the Option were exercised, FFG would have the sole power to vote and
dispose of the Option Shares.
(c) N/A
(d) N/A
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as described in the introductory statement hereto and Item 5 of this
Schedule 13D, which statement and Item are incorporated herein by reference,
neither FFG nor, to the best of its knowledge, any of FFG's directors and
executive officers has any contract, arrangement, understanding or relationship
with any other person with respect to any securities of the Company, including
the transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Option Agreement dated as of September 16, 1997 between the Company and
FFG (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K
dated September 16, 1997 filed by The Quick & Reilly Group, Inc. (Commission
File No. 1-8517)).
2. Agreement and Plan of Merger dated as of September 16, 1997 by and among
FFG, Merger Sub and the Company (incorporated by reference to Exhibit 2.1 of the
Current Report on Form 8-K dated September 16, 1997 filed by The Quick & Reilly
Group, Inc. (Commission File No. 1-8517)).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: September 16, 1997
FLEET FINANCIAL GROUP, INC.
By:/s/Drew J. Pfirrman
---------------------------------------
Drew J. Pfirrman
Associate General Counsel
<PAGE>
ANNEX A
FLEET FINANCIAL GROUP, INC.
DIRECTORS AND EXECUTIVE OFFICERS
1. Joel B. Alvord
Business Address: Shawmut Capital Management, Inc.
One Federal Street, 9th Floor
Boston, MA 02211
Principal Occupation: President & Managing Director
Citizenship: United States
2. William Barnet, III
Business Address: William Barnet & Son
1300 Hayne Street
Arcadia, SC 29320
Principal Occupation: President
Citizenship: United States
3. Bradford R. Boss
Business Address: A.T. Cross Company
One Albion Road
Lincoln, RI 02865
Principal Occupation: Chairman
Citizenship: United States
4. Stillman B. Brown
Business Address: Harcott Associates
196 Trumbull Street, 4th Floor
Hartford, CT 06103
Principal Occupation: President
Citizenship: United States
5. Paul J. Choquette, Jr.
Business Address: Gilbane Building Company
Seven Jackson Walkway
Providence, RI 02940
Principal Occupation: President
Citizenship: United States
6. John T. Collins
Business Address: The Collins Group, Inc.
60 State Street
Boston, MA 02115
Principal Occupation: Chairman and Chief Executive Officer
Citizenship: United States
7. David L. Eyles
Business Address: Fleet Financial Group
777 Main Street
Hartford, CT 06115
Principal Occupation: Executive Vice President and
Chief Credit Policy Officer
Citizenship: United States
8. Anne M. Finucane
Business Address: Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02110
Principal Occupation: Senior Vice President
Citizenship: United States
9. James F. Hardymon
Business Address: Textron Inc.
40 Westminster Street
Providence, RI 02903
Principal Occupation: Chairman and Chief Executive Officer
Citizenship: United States
10. Robert B. Hedges
Business Address: Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02110
Principal Occupation: Senior Vice President
Citizenship: United States
11. Robert J. Higgins
Business Address: Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02110
Principal Occupation: President & Chief Operating Officer
Citizenship: United States
12. Douglas L. Jacobs
Business Address: Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02110
Principal Occupation: Treasurer
Citizenship: United States
13. Robert M. Kavner
Business Address: On Command Corp.
6331 San Ignacio Avenue
San Jose, CA 95119
Principal Occupation: President and Chief Executive Officer
Citizenship: United States
14. Raymond C. Kennedy
Business Address: Kendell Holdings, Inc.
745 Warren Street
Hudson, NY 12534
Principal Occupation: Chairman
Citizenship: United States
15. Robert C. Lamb, Jr.
Business Address: Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, RI 02903
Principal Occupation: Controller & Chief Accounting Officer
Citizenship: United States
16. Robert J. Matura
Business Address: Robert J. Matura Associates
84 Lynam Road
Stamford, CT 06903
Principal Occupation: Chairman and Chief Executive Officer
Citizenship: United States
17. Eugene M. McQuade
Business Address: Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02211
Principal Occupation: Vice Chairman and Chief Financial Officer
Citizenship: United States
18. Arthur C. Milot
Business Address: P.O. Box 456
Jamestown, RI 02835
Principal Occupation: Private Investor
Citizenship: United States
19. Brian T. Moynihan
Business Address: Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02211
Principal Occupation: Managing Director of Corporate
Strategy & Development/EVP
Citizenship: United States
20. Terrence Murray
Business Address: Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02211
Principal Occupation: Chairman and Chief Executive Officer
Citizenship: United States
21. William C. Mutterperl
Business Address: Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02211
Principal Occupation: Senior Vice President, Secretary and
General Counsel of Fleet Financial
Group, Inc.
Citizenship: United States
22. Thomas D. O'Connor
Business Address: Mohawk Paper Mills, Inc.
P.O. Box 497
465 Saratoga Street
Cohoes, NY 12047
Principal Occupation: Chairman and Chief Executive Officer
Citizenship: United States
23. Gunnar S. Overstrom
Business Address: Fleet Financial Group, Inc.
777 Main Street
Hartford, CT 06115
Principal Occupation: Vice Chairman, Fleet Financial
Group, Inc. Chairman, Fleet National Bank
Citizenship: United States
24. Michael B. Picotte
Business Address: The Picotte Companies
20 Corporate Woods Blvd., Suite 600
Albany, NY 12211
Principal Occupation: Managing General Partner
Citizenship: United States
25. Lois D. Rice
Business Address: The Brookings Institution
Program in Economic Studies
2332 Massachusetts Ave., N.W.
Washington, DC 20008
Principal Occupation: Guest Scholar
Citizenship: United States
26. John R. Riedman
Business Address: Riedman Corporation
Riedman Tower
45 East Avenue
Rochester, NY 14604
Principal Occupation: Chairman
Citizenship: United States
27. Thomas M. Ryan
Business Address: CVS
One CVS Drive
Woonsocket, RI 02895
Principal Occupation: President and Chief Executive Officer
Citizenship: United States
28. H. Jay Sarles
Business Address: Fleet Financial Group, Inc.
One Federal Street
Boston, MA 022110
Principal Occupation: Vice Chairman and Chief Administrative
Officer-Fleet Financial Group, Inc.
Chairman , Fleet Bank, National Association
Citizenship: United States
29. Anne M. Slattery
Business Address: Fleet Financial Group, Inc.
777 Main Street
Hartford, CT 06115
Principal Occupation: Senior Vice President
Citizenship: United States
30. M. Anne Szostak
Business Address: Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, RI 02903
Principal Occupation: Senior Vice President
Citizenship: United States
31. Samuel O. Thier
Business Address: Partners HealthCare System, Inc.
Prudential Tower - 11th Floor
800 Boylston Street
Boston, MA 02199
Principal Occupation: Chief Executive Officer
Citizenship: United States
32. Paul R. Tregurtha
Business Address: Mormac Marine Group, Inc.
Three Landmark Square
Stamford, CT 06901
Principal Occupation: Chairman and Chief Executive Officer
Citizenship: United States
33. Michael R. Zucchini
Business Address: Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, RI 02903
Principal Occupation: Vice Chairman and Chief Technology Officer
Citizenship: United States
