FLEET FINANCIAL GROUP INC
8-K, 1997-07-18
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) July 16, 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 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(a).

Item 7.   Financial Statements and Other Exhibits.
          ----------------------------------------

          Exhibit No.         Description
          -----------         -----------

          Exhibit 99(a)       Press Release  Reporting  Second Quarter
                              1997 Earnings - dated July 16, 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/Robert C. Lamb, Jr.
                                     ---------------------------------------
                                       Robert C. Lamb, Jr.
                                       Controller and Chief Accounting Officer


Dated:  July   , 1997






                                                                  Exhibit 99(a)

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

                  FLEET FINANCIAL GROUP REPORTS SECOND QUARTER
                           NET INCOME OF $328 MILLION

                       EARNINGS PER SHARE UP 24% TO $1.19
                               ROA 1.61% ROE 20.2%

     BOSTON, Mass., July 16, 1997 - Fleet Financial Group, Inc. (FLT-NYSE) today
reported net income of $328 million for the second  quarter of 1997, an increase
of $50 million  from the second  quarter of 1996.  Earnings per share were $1.19
for the  quarter or 24% higher  than the $.96 per share  reported in last year's
second quarter. Return on assets and return on equity for the quarter were 1.61%
and 20.24%, respectively,  compared with 1.32% and 17.20%, respectively, for the
second quarter of 1996.
 
     Cash basis  results  continue to outpace  reported  results as earnings per
share  were $1.29 in the second  quarter,  while  return on assets and return on
equity  were 1.77% and  28.67%,  respectively.  Cash basis  results  exclude the
impact of certain nonqualifying intangible assets and their amortization created
as the result of acquisition activity.

     Net income for the six months of 1997 was $639 million,  an increase of $97
million from the first half of 1996. Earnings per share were $2.28 for the first
half of 1997,  an increase of 21%,  compared with $1.89 earned in the first half
of 1996.  Return on assets  and return on equity for the six months of 1997 were
1.56% and 19.52%,  respectively,  compared with 1.36% and 17.09%,  respectively,
for the first half of 1996.

Highlights

     "This was a watershed  quarter for Fleet," said  Terrence  Murray,  Fleet's
chairman and chief executive  officer,  "Fleet made a number of bold promises to
the market 18 months ago. We  envisioned  the  creation of one of the  country's
finest  financial  services  franchises  with our  employees  stepping up to the
challenges  of  integrating  two of the largest  acquisitions  in U.S.  banking,
capturing $600 million in cost savings, and dramatically  restructuring  Fleet's
balance sheet. Today that vision is a reality."

     "The effective  execution of this ambitious  strategy has created  tangible
value for Fleet's  shareholders," Mr. Murray observed.  "With a return on equity
in excess of 20% and a return on assets in excess of 1.6%,  Fleet's  performance
measurements are solidly positioned among the true leaders of the industry. With
a current  market  capitalization  of almost $17  billion,  Fleet has  delivered
nearly  $6  billion  of  increased   shareholder  value  since  closing  on  the
acquisition  of Shawmut in late 1995.  Earnings per share growth of 24% over the
past year is an  additional  source of pride as well as an objective  measure of
the magnitude of these accomplishments."

     "Toward the end of the second  quarter we announced  the  completion of our
integrations  of Shawmut  and NatWest and the  achievement  of our cost  savings
target of $600  million.  These  completed  integrations  have  created a unique
position for Fleet in the  northeast.  With Fleet's common  technology  platform
fully installed,  a Fleet customer can walk into any of our over 1,200 branches,
in any of the seven states served by Fleet,  and conduct  business as if it were
their branch  around the corner.  No other bank provides this caliber of service
in this market.  Fleet has certainly  delivered on its promises,"  concluded Mr.
Murray.

     Eugene M. McQuade,  vice  chairman and chief  financial  officer,  provided
additional  detail on the strong results in Fleet's second  quarter,  "Fleet has
made  extraordinary  progress over the last six quarters  during which two major
acquisitions  were  integrated  into our  operations  and our balance  sheet was
restructured.  Cost savings of $700 million have been  captured,  the efficiency
ratio has  improved to 55.8% and our net  interest  margin has risen over 30% to
5.25%."

     Second quarter  results  include  one-time  charges  totaling $155 million.
Included  among these  special  charges  was $125  million  for  investments  to
maintain Fleet's position at the forefront of banking technology and $30 million
to reengineer selected back office operations to improve responsiveness, service
quality,  and efficiency  through the use of new  technology.  In addition,  the
corporation  reported  net  gains  of  $175  million  from  the  sale  of  three
businesses:  Option  One  (the  corporation's  non-conforming  mortgage  banking
subsidiary),  Corporate  Trust and Indirect  Auto  Lending.  Also of note in the
quarter was an $18 million  increase from the first quarter in the provision for
loan losses.

     Strong annualized loan growth of 9%, excluding the impact of the previously
announced sale of three business units, contributed to the record performance in
the  quarter.   New  loan  growth  of  more  than  $1.4  billion  was  primarily
attributable  to the commercial  loan portfolio which increased by $1.2 billion.
Reflected in the corporation's  balance sheet at June 30, 1997 is a reduction of
$2.2 billion of indirect  auto and floorplan  loans which were  contracted to be
sold at the end of the quarter.

Second Quarter Results

     Net interest  income totaled $916 million,  an increase of $53 million,  or
6%, from the second quarter of 1996. The increase is principally attributable to
the  acquisition  of NatWest  on May 1, 1996,  and an  increasing  net  interest
margin. The Corporation  reported a net interest margin of 5.25%, an increase of
almost 50 basis points,  reflecting  the  continuing  impact of a  comprehensive
balance sheet restructuring program which lowered funding costs and enhanced the
Corporation's earning asset mix.

     The  provision for credit  losses was $83 million,  a $35 million  increase
from the prior year's second quarter.  Net charge-offs amounted to $102 million,
a $27 million increase from the second quarter of 1996,  primarily the result of
the inclusion of NatWest for the entire  quarter.  Nonperforming  assets of $531
million in the second  quarter  decreased  $173 million from March 31, 1997. The
reserve for loan losses  remained  relatively  stable at $1.4  billion.  At this
level,  the  loan  loss  reserve  is 2.5% of  total  loans  and  almost  3 times
nonperforming loans.

     Noninterest  income on an operating basis totaled $514 million,  (excluding
gains of $175 million on the aforementioned sales of business units) an increase
of $45 million, or nearly 10%, when compared to $469 million for the same period
in 1996  (excluding $32 million of branch  divestiture  gains).  The corporation
experienced growth in all major core noninterest revenue categories.

     Noninterest  expense declined $40 million from the first quarter of 1997 to
$797 million (excluding $155 million of special charges). The expense reductions
resulted from the effective integrations of NatWest and Shawmut, two significant
consolidations undertaken and completed in a period of time notably quicker than
industry  standards.  The  company  exceeded  its  $600  million  of cost  saves
estimated at the time of these two  acquisitions by $100 million.  The effect of
these reductions and the aforementioned  revenue growth have combined to improve
the company's efficiency ratio to 55.8%.

     Total assets at June 30, 1997 were $83.4 billion  compared to $85.5 billion
of total  assets at December  31, 1996.  Stockholders'  equity  amounted to $7.0
billion at June 30, 1997.  During the quarter,  the  corporation  repurchased  5
million common shares bringing the total number of shares  repurchased this year
to 11.9 million.


<TABLE>
<CAPTION>
                                                               FLEET FINANCIAL GROUP
                                                               FINANCIAL HIGHLIGHTS

                                                            THREE MONTHS ENDED                 SIX MONTHS ENDED

                                                  June 30,        March 31,     June 30,    June 30,      June 30,
                                                  1997            1997          1996         1997         1996

For the Period ($ in millions)
<S>                                               <C>           <C>           <C>          <C>           <C>    
Net income                                        $   328       $   311       $    278     $   639       $   542
Total Revenue                                       1,430  (c)    1,428          1,364       2,858  (c)    2,574
Total Expense                                         797  (c)      840            837       1,638  (c)    1,554
Provision for credit losses                            83            65             48         148            84

Per Common Share
Fully diluted earnings per share                  $  1.19       $  1.10       $   0.96     $  2.28       $  1.89
Market value (period-end)                           63.25         57.13          43.50       63.25         43.50
Cash dividends declared                              0.45          0.45           0.43        0.90          0.86
Book value (period-end)                             24.64         24.34          23.25       24.64         23.25

At Quarter End ($ in billions)
Assets                                            $  83.4       $  81.7       $   87.7     $  83.4       $  87.7
Loans and leases                                     58.2  (b)     59.1           59.1        58.2  (b)     59.1
Deposits                                             63.2          64.1           68.1        63.2          68.1
Total stockholders' equity                            7.0           7.1            7.1         7.0           7.1

Operating Ratios
Return on average assets                             1.61  %       1.52  %        1.32  %     1.56          1.36  %
Return on common equity                             20.24         18.82          17.20       19.52         17.09
Return on realized common equity (a)                20.23         18.87          17.08       19.55         17.08
Net interest margin                                  5.25          5.16           4.76        5.21          4.60
Efficiency ratio                                     55.8  (c)     58.8           61.4        57.3  (c)     60.4
Total equity/assets (period-end)                      8.4           8.7            8.1         8.4           8.1
Tier 1 risk-based capital ratio (estimated)           7.2           7.6            7.0         7.2           7.0
Total risk-based capital ratio (estimated)           10.8          11.3           10.9        10.8          10.9
                                                   
Asset Quality ($ in millions)
Nonperforming assets                              $   531      $    704      $     745     $   531      $    745
Reserve for credit losses                           1,443         1,462          1,597       1,443         1,597
Nonperforming assets as a % of loans, leases,
  and OREO                                           0.91  %       1.19  %        1.26  %     0.91  %       1.26  %
Nonperforming assets as a % of total assets          0.64          0.86           0.85        0.64          0.85
Nonperforming loans to period-end loans              0.86          1.14           1.17        0.86          1.17
Reserve for credit losses to period-end loans        2.48          2.48           2.70        2.48          2.70
Net charge-offs/average loans                        0.69          0.61           0.54        0.65          0.51



(a) Excludes average unrealized gains/losses on securities available for sale
(b) Excludes $2.2 billion of indirect auto loans which have been reclassified to
    other assets due to the pending sale of this business unit
(c) Excludes net gains on sales of business units and special charges


</TABLE>
<PAGE>


<TABLE>
<CAPTION>

                                                FLEET FINANCIAL GROUP
                                            CONSOLIDATED INCOME STATEMENTS
                                                   ($ in millions)



                                                       THREE MONTHS ENDED            SIX MONTHS ENDED


                                                  June 30,   March 31,   June 30,  June 30,     June 30,
                                                  1997       1997        1996      1997         1996

<S>                                             <C>         <C>       <C>        <C>          <C>     
Net interest income (FTE)                       $  916      $ 902     $   863    $ 1,818      $  1,595
Provision for credit losses                         83         65          48        148            84
    Net interest income after provision            833        837         815      1,670         1,511
Noninterest income:
    Service charges, fees, and commissions         159        157         130        316           238
    Investment services revenue                    103        103          93        206           181
    Mortgage banking, net of amortization           91        104          85        194           167
    Student loan servicing fees                     26         26          22         52            44
    Other                                          135        136         171        272           349
        Subtotal noninterest income                514        526         501      1,040           979
    Gains on the sales of business units           175          -           -        175             -
        Total noninterest income                   689        526         501      1,215           979
Noninterest expense:
    Employee compensation and benefits             406        425         411        831           758
    Occupancy                                       67         75          75        141           136
    Equipment                                       67         70          68        137           125
    Intangible asset amortization                   39         39          30         79            56
    Other                                          218        231         253        450           479
        Subtotal noninterest expense               797        840         837      1,638         1,554
    Special charges                                155          -           -        155             -
        Total noninterest expense                  952        840         837      1,793         1,554
Earnings before income taxes                       570        523         479      1,092           936
Income taxes and tax-equivalent adjustment         242        212         201        453           394
Net income                                      $  328     $  311    $    278    $   639      $    542
</TABLE>

<PAGE>

                              FLEET FINANCIAL GROUP
                           CONSOLIDATED BALANCE SHEETS
                                 ($ in millions)



                                                June 30,     March 31,  June 30,
                                                1997         1997        1996
ASSETS:
Cash and cash equivalents                    $   6,057    $   5,309    $  7,048
Securities                                       8,704        8,557      11,415
Loans and lease financing                       58,186(a)    59,054      59,093
Reserve for credit losses                       (1,443)      (1,462)     (1,597)
Mortgages held for resale                        1,000        1,334       1,860
Other assets                                    10,897        8,900       9,909
Total assets                                    83,401    $  81,692    $ 87,728

LIABILITIES:
Deposits:
   Demand                                    $  16,471    $  16,089    $ 17,527
   Regular savings, NOW, money market           27,641       27,738      28,801
   Time                                         19,117       20,312      21,817
     Total deposits                             63,229       64,139      68,145
Short-term borrowings                            5,786        3,579       4,637
Long-term debt                                   4,550        4,617       5,303
Other liabilities                                2,818        2,260       2,516
Total liabilities                               76,383       74,595      80,601 

STOCKHOLDERS' EQUITY:
Preferred stock                                    835          869       1,003
Common stock                                     6,183        6,228       6,124
Total stockholders' equity                       7,018        7,097       7,127
Total liabilities and stockholders' equity   $  83,401    $  81,692    $ 87,728

(a)  Excludes $2.2 billion of indirect auto loans which have been reclassified 
     to other assets due to the pending sale of this business unit.

<PAGE>


<TABLE>
<CAPTION>


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


                                                THREE MONTHS ENDED

                                    June 30, 1997             March 31, 1997           June 30, 1996


                                   Average                 Average                   Average
                                   Balance       Rate      Balance        Rate       Balance        Rate

ASSETS:
<S>                           <C>              <C>     <C>                <C>     <C>               <C>  
Securities                    $    8,327       6.72%   $    8,580         6.67%   $   11,481        6.32%
Loans and leases                  59,027       8.67        58,669         8.63        55,935        8.58
Mortgages held for resale          1,444       7.91         1,686         7.59         2,190        7.79
Other earning assets               1,182       4.81         1,575         4.91         3,242        8.20
 Total interest-earning assets    69,980       8.37%       70,510         8.29%       72,848        8.18%
Reserve for credit losses         (1,457)                  (1,488)                    (1,510)
Other assets                      13,281                   13,864                     13,442
Total assets                  $   81,804                $  82,886                 $   84,780

LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
  Savings                     $   27,611       2.22%   $   27,779         2.25%    $  26,494       2.25%
  Time                            20,005       5.09        20,715         5.13        20,920       5.43
     Total interest-bearing
       deposits                   47,616       3.43        48,494         3.48        47,414       3.65
Short-term borrowings              4,357       4.84         3,608         4.35         6,941       5.10
Long-term debt                     4,611       7.33         5,003         7.17         5,871       7.10
     Total interest-bearing
        liabilities           $   56,584       3.86%   $   57,105         3.87%    $  60,226       4.15%
   
      Net interest spread                      4.51%                      4.42%                    4.03%

Demand deposits and other
  noninterest-bearing time
   deposits                   $   16,161                $  16,197                   $  15,218
Other liabilities                  2,027                    2,354                       2,296
Total liabilities                 74,772                   75,656                      77,740
Stockholders' equity               7,032                    7,230                       7,040
Total liabilities and 
  stockholders' equity         $  81,804                $  82,886                   $  84,780

Net interest margin                            5.25%                      5.16%                    4.76%

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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



                                                                  SIX MONTHS ENDED

                                                    June 30, 1997      June 30, 1996


                                                  Average             Average
                                                  Balance    Rate     Balance      Rate

ASSETS:
<S>                                           <C>            <C>     <C>           <C>  
Securities                                    $    8,451     6.70%   $  11,697     6.31%
Loans and leases                                  58,849     8.65       52,716     8.60
Mortgages held for resale                          1,565     7.74        2,138     7.64
Other earning assets                               1,377     4.86        3,004     8.21
    Total interest-earning assets                 70,242     8.33%      69,555     8.17%
Reserve for credit losses                         (1,473)               (1,414)
Other assets                                      13,573                11,762
Total assets                                  $   82,342             $  79,903

LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
    Savings                                   $   27,694     2.24%   $  24,295     2.34%
    Time                                          20,358     5.11       20,036     5.52
        Total interest-bearing deposits           48,052     3.46       44,331     3.78
Short-term borrowings                              3,985     4.62        7,500     5.21
Long-term debt                                     4,806     7.21        5,976     7.01
    Total interest-bearing liabilities        $   56,843     3.86%   $  57,807     4.30%

    Net interest spread                                      4.47%                 3.87%

Demand deposits and other noninterest-
  bearing time deposits                       $   16,179             $  13,199
Other liabilities                                  2,189                 2,106
Total liabilities                                 75,211                73,112
Stockholders' equity                               7,131                 6,791
Total liabilities and stockholders' equity    $   82,342             $  79,903

Net interest margin                                          5.21%                 4.60%

</TABLE>



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