Registration Statement No. 333 - 42247
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
on Form S-8
Registration Statement Under the Securities Act of 1933
------------------------------------
FLEET FINANCIAL GROUP, INC.
(Exact name of issuer as specified in its articles)
RHODE ISLAND 05-0341324
--------------------------- ---------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
(617) 346-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
FLEET FINANCIAL GROUP, INC./QUICK & REILLY GROUP, INC.
STOCK OPTION PLAN
(Full Title of the Plan)
WILLIAM C. MUTTERPERL, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FLEET FINANCIAL GROUP, INC.
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
(617) 346-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
COPY TO:
JOANNE H. MARCOUX, ESQ.
FLEET FINANCIAL GROUP, INC.
50 KENNEDY PLAZA, 18TH FLOOR
PROVIDENCE, RI 02903
(401) 278-6891
<PAGE>
This Post-Effective Amendment No. 1 covers 701,838 shares of the Common
Stock, $0.01 par value (including the associated preferred share purchase
rights) (the "Common Stock"), of Fleet Financial Group, Inc. (the "Company")
reserved for issuance under The Quick & Reilly Group, Inc. Stock Option Plan to
be assumed by the Company in connection with the transactions contemplated by
the Agreement and Plan of Merger dated as of September 16, 1997 and amended as
of December 12, 1997 among the Company, FFG Acquisition Corp., a wholly-owned
subsidiary of the Company, and The Quick & Reilly Group, Inc. ("Quick &
Reilly"). Such shares of Common Stock were originally registered on the
Company's Registration Statement on Form S-4 to which this is an amendment;
accordingly, the registration fee in respect of such Common Stock was paid at
the time of the original filing of the Registration Statement relating to such
Common Stock.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
Approximate Date of Commencement of Proposed Sale to Public: From time to
time after the effective date of this Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Fleet Financial Group, Inc.
(the "Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:
(a) The Registrant's latest Annual Report filed on Form 10-K for
the year ended December 31, 1996; and
(b) Quarterly reports filed on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997;
(c) Current reports filed on Form 8-K dated January 15, 1997,
February 4, 1997, April 16, 1997, July 16, 1997, October 15,
1997, November 10, 1997, December 10, 1997, January 15,
1998, January 15, 1998 and January 26, 1998; and
(d) The description of the Registrant's common stock contained
in a Registration Statement filed by Industrial National
Corporation (predecessor to the Registrant) on Form 8-B
dated May 29, 1970, and any amendment or report filed for
the purpose of updating such descriptions; and
(e) The description of the Preferred Share Purchase Rights
contained in the Registrant's Registration Statement on Form
8-A dated November 29, 1990 (as amended by an Amendment to
Application or Report on Form 8-A dated September 6, 1991
and a Form 8-A/A dated March 17, 1995).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of common stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities offered hereby will be passed upon for the
Registrant by Edwards & Angell, One Hospital Trust Plaza, Providence, Rhode
Island 02903. V. Duncan Johnson, Esq., a partner of Edwards & Angell, is a
director of Fleet National Bank, a wholly-owned subsidiary of the Registrant,
and beneficially owns 4,052 shares of common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's By-laws provide for indemnification to the extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law.
Such section, as adopted by the By-laws, requires the Registrant to indemnify
directors, officers, employees or agents against judgments, fines, reasonable
costs, expenses and counsel fees paid or incurred in connection with any
proceeding to which such director, officer, employee or agent or his legal
representative may be a party (or for testifying when not a party) by reason of
his being a director, officer, employee or agent, provided that such director,
officer, employee or agent shall have acted in good faith and shall have
reasonably believed (a) if he was acting in his official capacity that his
conduct was in the Registrant's best interests, (b) in all other cases that his
conduct was at least not opposed to its best interests, and (c) in the case of
any criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. The Registrant's By-laws provide that such rights to indemnification
are contracts rights and that the expenses incurred by an indemnified person
shall be paid in advance of a final disposition of any proceeding, provided,
however, that if required under applicable law, such person must deliver a
written affirmation that he has met the standards of care required under such
provisions to be entitled to indemnification and provides an undertaking by or
on behalf of such person to repay all amounts advanced if it is ultimately
determined that such person is not entitled to indemnification. With respect to
possible indemnification of directors, officers and controlling persons of the
Registrant for liabilities arising under the Securities Act of 1933 (the "Act")
pursuant to such provisions, the Registrant is aware that the Securities and
Exchange Commission has publicly taken the position that such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement (or the most recent post-effective
amendment thereto); and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, a copy of the Registrant's annual report to shareholders for its last
fiscal year, unless such employee otherwise has received a copy of such report,
in which case the Registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report upon written request from the
employee.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by itself is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Boston, and Commonwealth of Massachusetts, on
January 30, 1998.
FLEET FINANCIAL GROUP, INC.
/s/ William C. Mutterperl
By:----------------------------------
WILLIAM C. MUTTERPERL
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 30, 1998.
Signature Title
*
- ---------------------------------- Chairman, Chief Executive
Terrence Murray Officer and Director
*
- ---------------------------------- Vice Chairman and
Eugene M. McQuade Chief Financial Officer
*
- ---------------------------------- Controller and Chief Accounting Officer
Robert C. Lamb, Jr.
*
- ---------------------------------- Director
Joel Alvord
*
- ---------------------------------- Director
William Barnet, III
*
- ---------------------------------- Director
Bradford R. Boss
*
- ---------------------------------- Director
Stillman B. Brown
*
- ---------------------------------- Director
Paul J. Choquette, Jr.
*
- ---------------------------------- Director
John T. Collins
*
- ---------------------------------- Director
James F. Hardymon
*
- ---------------------------------- Director
Robert M. Kavner
*
- ---------------------------------- Director
Raymond C. Kennedy
*
- ---------------------------------- Director
Robert J. Matura
*
- ---------------------------------- Director
Arthur C. Milot
*
- ---------------------------------- Director
Thomas D. O'Connor
*
- ---------------------------------- Director
Michael B. Picotte
*
- ---------------------------------- Director
Lois D. Rice
*
- ---------------------------------- Director
John R. Riedman
*
- ---------------------------------- Director
Thomas M. Ryan
*
- ---------------------------------- Director
Samuel O. Thier
<PAGE>
*
- ---------------------------------- Director
Paul R. Tregurtha
/s/ William C. Mutterperl
*By-------------------------------
William C. Mutterperl
Secretary
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
4.1 Fleet Financial Group, Inc./Quick & Reilly Group, Inc. Stock
Option Plan
4.2 Amendment No. 1 to Fleet Financial Group, Inc./Quick &
Reilly Group, Inc. Stock Option Plan
4.3 Amendment No. 2 to Fleet Financial Group, Inc./Quick &
Reilly Group, Inc. Stock Option Plan
4.4 Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 1 of Fleet's
Registration Statement on Form 8-A dated February 27, 1996)
4.5 Bylaws of the Registrant (incorporated by reference to
Exhibit 2 of Fleet's Registration Statement on Form 8-A
dated February 27, 1996)
5 Opinion of Edwards & Angell
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Edwards & Angell (included in Opinion filed as
Exhibit 5)
EXHIBIT 4.1
DATE: JUNE 11, 1992
THE QUICK & REILLY GROUP, INC.
STOCK OPTION PLAN
1. BACKGROUND; PURPOSE.
(a) The Quick & Reilly Group, Inc. (the "Company") adopted the Quick &
Reilly Specialist Corporation Stock Option Plan (the "Initial Plan") on February
1, 1989 pursuant to which options to purchase up to 750,000 shares of the
Company's common stock, par value $.10 per share (the "Common Stock") may be
awarded to directors, officers and/or employees of Quick & Reilly Specialist
Corporation. Quick & Reilly Specialist Corporation changed its name to JJC
Specialist Corp. and on August 15, 1990, the Initial Plan was amended to change
its name to JJC Specialist Corp. Stock Option Plan. The Company has now decided
to further amend the Initial Plan to change its name to The Quick & Reilly
Group, Inc. Stock Option Plan, to provide for the grant of options to purchase
Common Stock to directors, officers and/or employees of the Company and each of
its wholly-owned subsidiaries and to increase the number of shares as to which
options may be granted to 1,500,000 shares (as so amended, the "Plan") and to
restate the Plan in its entirety herein.
(b) The purpose of the Plan is to provide additional incentives to certain
individuals eligible to participate in the Plan to advance the interests of the
Company by giving them an opportunity to participate in an increase in the
market value of shares of the Company's Common Stock. The Plan provides for the
grant to directors, officers and employees of the Company and of each of its
wholly-owned subsidiaries (collectively, the "Q&R Companies") of options to
purchase Common Stock.
2. ADMINISTRATION.
(a) The Plan shall be administered by the Board of Directors (the "Board")
of the Company.
(b) The Board shall have the authority (i) to exercise all of the powers
granted to it under the Plan, (ii) to construe, interpret and implement the Plan
and any Stock Option Agreements executed pursuant to Section 6 hereof, (iii) to
prescribe, amend and rescind rules and regulations relating to the Plan, (iv) to
make all determinations necessary or advisable in administering the Plan and (v)
to correct any defect, supply any omission and reconcile any inconsistency in
the Plan.
(c) The determination of the Board on all matters relating to the Plan or
any Stock Option Agreement shall be final, binding and conclusive.
(d) No member of the Board shall be liable for any action or determination
made in good faith with respect to the Plan or any award thereunder.
(e) The Board may establish a Stock Option Committee to administer the Plan
and perform all or any portion of the duties of the Board hereunder.
3. ELIGIBILITY.
Individuals who are directors, officers and/or full or part-time employees
who hold positions with any of the Q&R Companies as determined by the Board
shall be eligible to participate in the Plan ("eligible employees"). Each
eligible employee to whom an option is granted hereunder is referred to as an
"Optionee."
4. SHARES SUBJECT TO OPTION.
Subject to adjustment as provided in Section 7 hereof, the maximum
aggregate number of shares of Common Stock as to which options may at any time
be granted to all Optionees is 1,500,000 shares, which shares may, in the
discretion of the Board, be either authorized but unissued shares or shares
previously issued and re-acquired by the Company. Shares subject to options
under the Plan which remain unpurchased on the expiration or termination of an
option shall again be available for options to be granted under the Plan.
5. GRANTING OF OPTIONS; EFFECTIVE DATE.
The Board, at any time and from time to time prior to the Termination Date
(as defined in Paragraph 10 hereof), may grant options to eligible employees for
such number of shares, at such option price and subject to such terms and
conditions as the Board shall from time to time determine in its sole
discretion, subject to the terms and provisions of the Plan. The date on which
the grant of an option is authorized by the Board shall be the effective date of
grant for all purposes, notwithstanding the fact that written acceptance by the
Optionee of such grant may take place thereafter.
6. TERMS AND CONDITIONS OF OPTIONS.
All options granted under the Plan shall be evidenced by a written Stock
Option Agreement (which may incorporate the provisions of the Plan by reference
and which shall be in such form as the Board shall approve) signed by the
President of the Company and the Optionee. All options shall be granted subject
to the following terms and conditions:
(a) OPTION PRICE. The option price per share with respect to each
option shall not be less than the fair market value of a share of Common
Stock on the date of grant.
(b) FAIR MARKET VALUE. The term "fair market value" as used herein as
of any date and in respect of any share of Common Stock means the closing
sale price or, if not available, closing bid quotation for a share of
Common Stock as reported on the principal national securities exchange on
which such shares are listed or, if not so listed, on the National
Association of Securities Dealers, Inc. Automated Quotation System on the
relevant date, or, if no prices or quotations shall have been made on such
relevant date, on the next preceding day on which there were prices or
quotations; provided, however, that if no prices or quotations shall have
been made within the 10 business days preceding such relevant date, or if
deemed appropriate by the Board for any other reason, the fair market value
of shares of Common Stock shall be as determined by the Board. In no event
shall the fair market value of any share of Common Stock be less than its
par value.
(c) OPTION TERM. Each option shall be granted for a term determined
from time to time by the Board, but in no event shall an option be granted
for a term of more than five years and each option may be made subject to
earlier termination (i) in the event of the termination of an employee,
officer or director of a Q&R Company by way of death, voluntary
termination, discharge or retirement as set forth in Section 6(g) hereof,
or (ii) in the event of a recommended tender offer, the consolidation or
merger of the Company with or into another entity if the other entity
survives or the Company's then stockholders thereafter own less than 50% of
the Company, or the sale of substantially all of the assets of the Company.
(d) EXERCISE OF OPTIONS.
(i) Each option shall be exercisable at such time or times, in
installments or otherwise, and subject to such restrictions and
limitations (including, but not limited to, any restrictions or
limitations relating to a minimum term of employment with a Q&R
Company as are determined by the Board).
(ii) Except as provided in Section 6(g) hereof, each option shall
be exercisable only by the Optionee during his lifetime.
(iii) No option shall be exercisable after the fifth anniversary
of the date of grant.
(e) NOTICE OF EXERCISE; PAYMENT; STOCKHOLDERS' RIGHTS. An Optionee
electing to exercise an option shall give written notice of exercise in
such form as the Board may prescribe, addressed to the President of the
Company and indicating the number of shares of Common Stock to be
purchased, and shall tender payment therefor in full (i) in cash, (ii) in
Common Stock (valued at the fair market value thereof as of the date of
exercise), or (iii) partly in cash and partly in Common Stock (valued at
the fair market value thereof as of the date of exercise). Upon exercise no
fractional shares of Common Stock shall be issued or transferred and no
payments shall be made in lieu of fractional shares. No shares shall be
issued or delivered until full payment therefor has been made. An Optionee
shall have none of the rights of a stockholder, in respect of the shares of
Common Stock subject to an option, until such shares are issued or
transferred to him.
(f) PURCHASE FOR INVESTMENT; RESTRICTIONS ON SHARES. If the shares of
Common Stock subject to an option have not been registered under the
Securities Act of 1933, as amended, the Board shall have the right to
require, as a condition to any exercise of the option, such representations
or agreements as counsel for the Company may consider appropriate to avoid
violation of such Act, including, but not limited to, the representation
that any and all shares of Common Stock purchased upon exercise of the
option will be purchased for investment and not with a view to the
distribution or resale thereof and to agree that such shares will not be
sold except in accordance with such restrictions or limitations as may be
set forth in the Stock Option Agreement or as may be imposed by law. The
Board may place other restrictions on the transferability of such shares
including, but not limited to, a right of first refusal and right to
repurchase upon termination of employment, provided that such restrictions
are set forth in the Stock Option Agreement executed by the Optionee. The
Board also may agree in the Stock Option Agreement to register the shares
of Common Stock under the Securities Act of 1933 on Form S-8 and to list
the shares outstanding on the New York Stock Exchange.
(g) DEATH, TERMINATION, DISCHARGE OR RETIREMENT. In the event of
death, voluntary termination, discharge or retirement of the Optionee, such
option may, subject to the provisions of the Plan and any restrictions or
limitations as are determined by the Board, be exercised as to those
optioned shares in respect of which such option has not previously been
exercised, but only to the extent that such option could be exercised by
the Optionee on the date of such death or termination of employment or
association with the Q&R Companies (whichever is the applicable case):
(i) in the event of the death of the Optionee, then by his
executor or administrator, or by the person or persons to whom the
Option is transferred by will or the applicable laws of descent and
distribution, at any time on or before the expiry date of the
applicable Stock Option Agreement; or
(ii) by the Optionee in the event that his employment or
association with the Q&R Companies (whichever is applicable) is
terminated, whether voluntary or involuntary, at any time up to and
including the expiry date of the applicable Stock Option Agreement.
(h) NON-TRANSFERABILITY. The rights and interests of each Optionee
shall not be transferable or alienable by assignment or in any manner
whatsoever, otherwise than by will or the laws of descent and distribution.
7. ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION.
In the event of a recapitalization, stock split, stock dividend,
combination, exchange of shares, merger, consolidation, rights offering,
separation, reorganization, liquidation or other change in the corporate
structure of the Company, the Board shall make such equitable adjustments,
designed to protect against dilution, as it may deem appropriate in the number
and kind of shares subject to the Plan and, with respect to outstanding options,
in the number and kind of shares covered thereby and in the option price.
8. TERMINATION OR AMENDMENT OF PLAN.
The Board may, at any time, terminate the Plan with respect to any shares
of Common Stock not at the time subject to an option, and may from time to time
alter or amend the Plan or any part thereof, provided, however, that no change
in any option theretofore granted may be made which would materially impair the
rights of the Optionee without his consent.
9. ISSUANCE OF SHARES.
The shares of Common Stock, when issued and paid for pursuant to the
options granted hereunder, shall be issued as fully paid and non-assessable
shares.
10. ADOPTION OF PLAN; DURATION OF PLAN.
The Plan shall become effective on February 1, 1989 and shall continue
until terminated by the Board in its sole discretion (such date being referred
to as the "Termination Date"). No option shall be granted pursuant to the Plan
on or after the Termination Date, but options theretofore granted may extend
beyond and the terms of the Plan shall continue to apply to such options and to
any shares of Common Stock acquired upon exercise thereof.
EXHIBIT 4.2
AMENDMENT NO. 1
TO
THE QUICK & REILLY GROUP, INC.
STOCK OPTION PLAN
The Quick & Reilly Group, Inc. (the "Company") Stock Option Plan (the
"Plan") is hereby amended by deleting Section 6(h) of the Plan in its entirety
and substituting a new Section 6(h) reading as follows:
"(h)(i) Except as provided in Section 6(h)(ii) below, an
option granted under the Plan may not be transferred except by
will of the laws of descent and distribution and, during the
lifetime of the Optionee may be exercised only by the Optionee.
(ii) Notwithstanding Section 6(h)(i) above, an option
granted under the Plan may be transferred by the Optionee to a
trust established by the Optionee for the benefit of one or more
descendants of the Optionee, whether natural or adopted, provided
that such transfer will not be effective until such notice of
such transfer is delivered to the Company."
Except as expressly amended hereby, the Plan shall continue in full force
and effect in accordance with its terms.
This Amendment No. 1 was approved by the Board of Directors of the Company
on September 22, 1992 pursuant to Section 8 of the Plan and shall be effective
immediately.
Exhibit 4.3
AMENDMENT NO. 2
TO
THE QUICK & REILLY GROUP, INC.
STOCK OPTION PLAN
As approved and adopted by the Board of Directors on January 23, 1998
That Section 7 of The Quick & Reilly Group, Inc. Stock Option Plan (the
"Plan") is hereby amended to read as provided in Section 5(g) of the Fleet
Financial Group, Inc. Amended and Restated 1992 Stock Option Plan.
EXHIBIT 5
EXHIBIT 5
January 30, 1998
Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02110
Re: Fleet Financial Group, Inc.
THE QUICK & REILLY GROUP, INC. STOCK OPTION PLAN
------------------------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Fleet Financial Group, Inc. (the "Company") with the
Securities and Exchange Commission on January 30, 1998 in connection with the
registration under the Securities Act of 1933, as amended, of 701,838 shares of
the Company's Common Stock, $.01 par value, including the associated preferred
share purchase rights (the "Common Stock"), reserved for issuance under The
Quick & Reilly Group, Inc. Stock Option Plan (the "Plan") to be assumed by the
Company in connection with the transactions contemplated by the Agreement and
Plan of Merger dated as of September 16, 1997 and amended as of December 12,
1997 among the Company, FFG Acquisition Corp., a wholly-owned subsidiary of the
Company, and The Quick & Reilly Group, Inc. ("Quick & Reilly").
We have served as counsel for the Company and, as such, have assisted in the
organization thereof under the laws of the State of Rhode Island and are
familiar with all corporate proceedings since its organization. We have examined
the following documents and records:
1. The Restated Articles of Incorporation of the Company, as amended;
2. The By-Laws of the Company, as amended;
3. The Plan;
4. All corporate minutes and proceedings of the Company relating to the Plan
and the issuance of the Common Stock being registered under the
Registration Statement; and
5. The specimen certificate of Common Stock.
We have also examined such further documents, records and proceedings as we have
deemed pertinent in connection with the issuance of said Common Stock. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the completeness and authenticity of all documents
submitted to us as originals, and the conformity to the originals of all
documents submitted to us as certified, photostatic or conformed copies, and the
validity of all laws and regulations.
We are qualified to practice law in the State of Rhode Island and we do not
purport to express any opinion herein concerning any law other than the laws of
the State of Rhode Island and the federal law of the United States.
Based upon such examination, it is our opinion that the Common Stock being
registered by the Registration Statement, when issued and paid for as
contemplated by the Plan, will be legally issued, fully paid and non-assessable.
V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet
National Bank, a subsidiary of the Company, and beneficially owns 4,052 shares
of Common Stock.
We hereby consent to the use of our name in and the use of this opinion in
connection with the Registration Statement and all amendments thereto.
Very truly yours,
EDWARDS & ANGELL
By: /s/ Laura N. Wilkinson
------------------------------
Laura N. Wilkinson
Partner
EXHIBIT 23.1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Fleet Financial Group, Inc.:
We consent to the use of our report incorporated by reference in the Annual
Report on Form 10-K of Fleet Financial Group, Inc. for the year ended December
31, 1996, which is incorporated herein by reference.
KPMG Peat Marwick LLP
Boston, Massachusetts
January 30, 1998
