FLEET FINANCIAL GROUP INC
8-K, 1998-02-13
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) FEBRUARY 2, 1998


                           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, MASSACHUSETTS 02110
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (617) 346-4000



          (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                                 Fleet Financial Group, Inc.
                                                     Press Release
                                                     Dated February 2, 1998



                          [CONTINUED ON FOLLOWING PAGE]


<PAGE>
                                   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,
                                                  Secretary and General Counsel


Date: February 2, 1998




                                   EXHIBIT 99

                                                           FOR IMMEDIATE RELEASE


CONTACTS:     MEDIA:    JAMES E. MAHONEY                      CHARLES G. SALMANS
                        FLEET FINANCIAL GROUP                     QUICK & REILLY
                        (617) 346-5472                            (212) 747-6885

           INVESTOR:    THOMAS R. RICE
                        FLEET FINANCIAL GROUP
                        (617) 346-0148

           FLEET FINANCIAL GROUP COMPLETES PURCHASE OF QUICK & REILLY

     BOSTON,  MASS.,  FEBRUARY 2, 1998 - Fleet Financial Group, Inc. (NYSE: FLT)
today  announced that it has completed the  acquisition of Quick & Reilly Group,
Inc., one of the nation's largest discount  brokerage firms, and holding company
for four  other  financial  services  firms.  The  stock-for-stock  transaction,
announced September 17, 1997, has a value of approximately $1.6 billion. Quick &
Reilly  shareholders  received 0.578 shares of Fleet common stock for each share
of Quick & Reilly.

     Quick & Reilly is a highly  profitable  financial  services firm with gross
revenues for the most recently reported nine months, ended November 30, 1997, of
approximately $480 million.  It consists of Quick & Reilly,  Inc., the first New
York  Stock  Exchange  member  firm  to  offer  discount   commission  rates  to
individuals,  with a network of 117 Investor Centers nationwide;  U.S. Clearing,
which provides  clearing and execution  services for more than 350 brokerage and
banking firms; JJC Specialist,  the second largest  specialist firm on the floor
of the New York  Stock  Exchange,  which  makes  markets  in  stocks  and  other
securities for 278 companies  listed on the Big Board;  Nash,  Weiss, one of the
nation's  leading NASDAQ market  makers,  which makes a market in 3,500 over the
counter (OTC) stocks; and SURETRADE, launched in November as a separate Internet
securities broker dealer, with nearly 50,000 accounts.

     Quick & Reilly will retain its name and management  team and operate within
Fleet's Investment  Management  Services division.  Quick & Reilly's  management
will report to Fleet vice chairman Gunnar Overstrom, who oversees all of Fleet's
investment services businesses.
          
     Thomas C. Quick,  president and chief operating  officer of Quick & Reilly,
has been elected to the Board of Directors of Fleet Financial Group, Inc.

     Terrence Murray,  chairman and chief executive  officer of Fleet said, "The
acquisition  of  Quick  &  Reilly  is a key  step in our  transformation  into a
diversified  financial  services  company,   creating  a  national  distribution
platform  for Fleet  investment  products,  adding a  significant  new source of
fee-based income to Fleet's revenue base and furthering our  long-standing  goal
of providing a much broader set of financial solutions to our customers.

     "The  addition  of Quick &  Reilly  to the  Fleet  franchise  will  have an
immediate  impact  operationally,  as it so strongly  compliments  our  existing
portfolio of financial  solutions," said Mr. Murray.  "Quick & Reilly's Internet
services,   for  example,  are  a  powerful  new  way  for  Fleet  customers  to
conveniently trade securities and manage their investments.  SURETRADE,  Quick &
Reilly's new Internet brokerage service, which now offers the lowest cost trades
on the Internet,  has attracted nearly 50,000 accounts in less than three months
since its launch, and is one of the fastest Internet commerce start-ups ever.

     "In Quick & Reilly, we have a tremendous distribution platform and exciting
business  opportunity.  In 1998, we will utilize the Quick & Reilly  platform to
expand the  investment  products and services  available to our customers and to
begin cross-selling  other Fleet products,  such as mortgages and credit cards,"
said Mr. Murray.

     Fleet Financial Group recently reported record results and strong financial
ratios for 1997.  Fleet reported net income of $1.303 billion.  Return on assets
(ROA) and return on equity (ROE) were 1.59% and 19.53% respectively.  Fleet also
reported an efficiency  ratio which improved to 56.2% compared with 60% in 1996,
reflecting Fleet's continued emphasis on productivity and efficiency.

     Fleet  Financial  Group,  headquartered  in  Boston,  is an  $85.5  billion
diversified  financial  services  company  listed on the New York Stock Exchange
(NYSE:  FLT).  The nation's  sixth largest  commercial  lender and New England's
leading  small  business  lender,  Fleet's  lines of business  include  consumer
banking,  government banking,  mortgage banking,  corporate finance,  commercial
real estate lending, insurance services, discount brokerage services,  equipment
leasing and  asset-based  lending.  Fleet also  provides  investment  management
services for both individuals and  institutional  clients and currently has over
$75 billion in assets under management. With 1,200 branches and over 2,300 ATMs,
Fleet also provides  24-hour  telephone  banking as well as  electronic  banking
services through the Fleet PC Banking Center.




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