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 CAPITAL TRUST III
FLEET FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3337374
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Rhode Island 05-0341324
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
c/o Fleet Financial Group, Inc.
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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7.05% Trust Originated New York Stock Exchange, Inc.
Preferred Securities issued by
Fleet Capital Trust III (and the
Guarantee by Fleet Financial
Group, Inc. with respect thereto)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. (x)
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. ( )
Securities Act registration statement file numbers to which this form relates:
333-15435, 333-15435-01, 333-15435-02, 333-15435-03 and 333-44921
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.
Incorporated by reference herein is the description of the 7.05% Trust
Originated Preferred Securities of Fleet Capital Trust III, a
statutory business trust created under the laws of Delaware ("Fleet
Capital") provided in the Registrant's Registration Statement filed
pursuant to the Securities Act of 1933 on Form S-3 (File No.
333-15435-03) under the caption labeled "Description of the Preferred
Securities" and the Preferred Securities Guarantee provided in the
Registrant's Registration Statement filed pursuant to the Securities
Act of 1933 on Form S-3 (File Nos. 333-15435, 333-15435-01 and
333-15435-02) under the caption labeled "Description of the Preferred
Securities Guarantee," as filed by Fleet Capital (and the other trusts
which were registrants thereunder) and Fleet Financial Group, Inc.
with the Securities and Exchange Commission (the "Commission"). A
definitive copy of the Prospectus dated January 26, 1998 was filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
and is incorporated by reference herein. ("Trust Originated Preferred
Securities" is a service mark of Merrill Lynch & Co.)
ITEM 2. EXHIBITS.
1. Certificate of Trust of Fleet Capital Trust III (incorporated by
reference to Exhibit 4(a)(iii) to Registration Statement on Form S-3
(File Nos. 333-15435, 333-15435-01 and 333-15435-02) (the
"Registration Statement")).
2. Declaration of Trust of Fleet Capital Trust III (incorporated by
reference to Exhibit 4(b)(iii) of the Registration Statement).
3. Form of Amended and Restated Declaration of Trust of Fleet Capital
Trust III (incorporated by reference to Exhibit 4(a) of the Company's
Current Report on Form 8-K dated January 26, 1998).
4. Form of Preferred Security (included in Exhibit A-1 to Exhibit 3)
(incorporated by reference to Exhibit 4(d) of the Company's Current
Report on Form 8-K dated January 26, 1998).
5. Form of Preferred Securities Guarantee (incorporated by reference to
Exhibit 4(f) of the Company's Current Report on Form 8-K dated January
26, 1998).
6. Indenture between Fleet Financial Group, Inc. and The First National
Bank of Chicago, as trustee (incorporated by reference to Exhibit 4(d)
to the Registration Statement).
7. Form of Third Supplemental Indenture to be used in connection with the
issuance of 7.05% Junior Subordinated Deferrable Interest Debentures
due March 31, 2028 (incorporated by reference to Exhibit 4(c) of the
Company's Current Report on Form 8-K dated January 26, 1998).
8. Form of 7.05% Junior Subordinated Deferrable Interest Debentures due
March 31, 2028 (included in Exhibit 7).
<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 CAPITAL TRUST III
BY: /s/ John R. Rodehorst
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John R. Rodehorst
Regular Trustee
FLEET FINANCIAL GROUP, INC.
Date: February 4, 1998 BY: /s/ John R. Rodehorst
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John R. Rodehorst
Assistant Treasurer
