Registration Statement No. - 33 -
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement Under the Securities Act of 1933
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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.
EMPLOYEE STOCK PURCHASE 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
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.
Exhibit Index on Page 10
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Maximum Proposed Amount of
Securities Registered Offering Price Maximum Registration
to be Registered Per Share (**) Aggregate Fee
Offering Price
Common Stock
(par value $.01)* 100,000 shs. $70.72 $7,072,000 $2,087
(*) Including preferred share purchase rights.
(**) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based on the average of the high and low prices of the
Registrant's Common Stock as reported by the New York Stock Exchange on
January 14, 1998.
Pursuant to Rule 429, the prospectus used in connection with the securities
covered by this Registration Statement also relates to Registration Statements
on Form S-8, Nos. 33-65230.
<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 and January 20, 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.
(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.
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 20, 1998.
FLEET FINANCIAL GROUP, INC.
By:/s/TERRENCE MURRAY
____________________________________
TERRENCE MURRAY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Each person whose signature appears below hereby constitutes and appoints
the Chairman and Chief Executive Officer, the Vice Chairman and Chief Financial
Officer or the Secretary, or any of them, acting alone, as his true and lawful
attorney-in-fact, with full power and authority to execute in the name, place
and stead of each such person in any and all capacities and to file, an
amendment or amendments to the Registration Statement (and all exhibits thereto)
and any documents relating thereto, which amendments may make such changes in
the Registration Statement as said officer or officers so acting deem(s)
advisable.
Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed by the following persons in the
capacities indicated on January 20, 1998.
SIGNATURE TITLE
/s/Terrence Murray Chairman, Chief Executive
- ----------------------- Officer and Director
Terrence Murray
/s/Eugene M. McQuade Vice Chairman and
- ----------------------- Chief Financial Officer
Eugene M. McQuade
/s/Robert C. Lamb, Jr. Controller and Chief Accounting
- ----------------------- Officer
Robert C. Lamb, Jr.
/s/Joel Alvord Director
- -----------------------
Joel Alvord
/s/William Barnet, III Director
- -----------------------
William Barnet, III
/s/Bradford R. Boss Director
- -----------------------
Bradford R. Boss
/s/Stillman B. Brown Director
- -----------------------
Stillman B. Brown
/s/Paul J. Choquette, Jr. Director
- -----------------------
Paul J.. Choquette, Jr.
/s/John T. Collins Director
- -----------------------
John T. Collins
/s/James F. Hardymon Director
- -----------------------
James F. Hardymon
/s/Robert M. Kavner Director
- -----------------------
Robert M. Kavner
/s/Raymond C. Kennedy Director
- -----------------------
Raymond C. Kennedy
/s/Robert J. Matura Director
- -----------------------
Robert J. Matura
/s/Arthur C. Milot Director
- -----------------------
Arthur C. Milot
/s/Thomas D. O'Connor Director
- -----------------------
Thomas D. O'Connor
/s/Michael B. Picotte Director
- -----------------------
Michael B. Picotte
/s/Lois D. Rice Director
- -----------------------
Lois D. Rice
/s/John R. Riedman Director
- -----------------------
John R. Riedman
/s/Thomas M. Ryan Director
- -----------------------
Thomas M. Ryan
/s/Samuel O. Thier Director
- -----------------------
Samuel O. Thier
/s/Paul R. Tregurtha Director
- -----------------------
Paul R. Tregurtha
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
4.1 Fleet Financial Group, Inc. Employee
Stock Purchase Plan (incorporated by N/A
reference to Fleet's Registration Statement
on Form S-8, Registration No. 33-65230,
filed on June 28, 1993)
4.2 First Amendment to Fleet Financial Group,
Inc. Employee Stock Purchase Plan 11
4.3 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) N/A
4.4 Bylaws of the Registrant (incorporated
by reference to Exhibit 2 of Fleet's
Registration Statement on Form 8-A
dated February 27, 1996) N/A
5 Opinion of Edwards & Angell 12
23.1 Consent of KPMG Peat Marwick LLP 14
23.2 Consent of Edwards & Angell
(included in Opinion filed
as Exhibit 5). N/A
EXHIBIT 4.2
FIRST AMENDMENT TO THE
FLEET FINANCIAL GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, Fleet Financial Group, Inc. (the "Company") heretofore adopted the
Fleet Financial Group, Inc. Employee Stock Purchase Plan (the "Plan"), and under
Section 18.1 of the Plan reserved the right to amend the Plan by action of the
Board of Directors of the Company; and
WHEREAS, the Board of Directors desires to amend the Plan to (i)
clarify that contributions to the Plan may be applied to the purchase of the
Company's Common Stock in the form of originally-issued shares, treasury shares,
or shares purchased on the open-market, or a combination thereof, and (ii)
delegate to its Human Resources and Planning Committee, or any successor
committee of the Board of Directors, the power and authority to amend the Plan
in all respects, except for the termination of the Plan in its entirety.
NOW, THEREFORE,
1. The first sentence of Section 6.2 of the Plan is hereby amended,
effective January 1, 1995, to read as follows:
6.2 As promptly as practicable after receipt of cash contributions,
the Agent shall apply the same to the purchase of Common Stock, which may
be originally-issued shares, treasury stock, or shares purchased on the
open-market, or a combination thereof.
2. Section 18.1 of the Plan is hereby amended, effective on the date
adopted, to read as follows:
By vote of the Board of Directors, the Plan may at any time be
terminated, either in its entirety or in its application to any subsidiary
or division or other employing unit, to the extent permitted by applicable
law. In addition, the Human Resources and Planning Committee, or any
successor committee of the Board of Directors, shall have the power and
authority to amend or revise the provisions of the Plan in all respects, to
the extent permitted by applicable law, except for the termination of the
Plan in its entirety. However, no termination, amendment or revision (by
either the Board of Directors or the Human Resources and Planning
Committee) shall affect adversely any right or interest of a Participant
with respect to contributions theretofore made.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized officer this 21st day of February, 1996.
FLEET FINANCIAL GROUP, INC.
By: /S/ WILLIAM C. MUTTERPERL
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William C. Mutterperl
Senior Vice President,
Secretary and General Counsel
EXHIBIT 5
January ____, 1998
Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02110
Re: Fleet Financial Group, Inc.
EMPLOYEE STOCK PURCHASE 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 __, 1998 in connection with the
registration under the Securities Act of 1933, as amended, of 100,000 additional
shares of the Company's Common Stock, $.01 par value, including the associated
preferred share purchase rights (the "Common Stock"), to be issued pursuant to
the Company's Employee Stock Purchase Plan (the "Plan").
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
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.
Boston, Massachusetts
January 20, 1998
