FLEET FINANCIAL GROUP INC
8-K, 1998-04-17
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) April 15, 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, 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.


Item 7. Financial Statements and Other Exhibits.

        Exhibit No.                Description
        99                         Fleet Financial Group, Inc. Press Release 
                                   Dated April 15, 1998


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
                                                       Chief Accounting Officer



Dated:  April 15, 1998



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


                              FLEET FINANCIAL GROUP
               OPERATING EARNINGS RISE 10 PERCENT TO $367 MILLION

     Boston,  Massachusetts,   April  15,  1998:  Fleet  Financial  Group,  Inc.
(FLT-NYSE)  today  reported  operating  earnings of $367  million,  or $1.21 per
diluted share, for the first quarter of 1998, a 10% increase  compared with $334
million, or $1.10 per diluted share, earned in the first quarter of 1997. Return
on assets and return on common  equity for the first  quarter of 1998 were 1.62%
and 18.27%, respectively.

     During the quarter, the Corporation completed the acquisitions of The Quick
& Reilly  Group,  Inc.  and the  consumer  credit  card  operations  of  Advanta
Corporation.  Financial  data for all prior periods has been restated to reflect
the  pooling of Fleet and Quick & Reilly.  The  financial  results  of  Advanta,
accounted for as a purchase,  are included  subsequent to February 20, 1998, the
date of close. Net income for the first quarter of 1998, including the impact of
merger-related  charges  relating to these  acquisitions,  was $323 million,  or
$1.06 per diluted share.

     Terrence Murray, Fleet's chairman and chief executive officer, commented on
Fleet's  accomplishments  during the quarter,  "With the  acquisition of Quick &
Reilly and Advanta's consumer credit card operations,  Fleet materially advanced
its  capabilities in serving the increasingly  sophisticated  financial needs of
our  customers  and  communities.  From  a  shareholder  point  of  view,  these
businesses  make an immediate  contribution  to Fleet's  revenue growth and will
accelerate earnings performance for the year."

     Eugene M. McQuade,  vice chairman and chief financial  officer,  commented,
"Noninterest  income grew in excess of $80  million in the past  twelve  months,
moving us toward  our goal of  bringing a better  balance  to the  corporation's
overall revenue mix. This growth  reflects  strong  performances at both Quick &
Reilly and Advanta,  as well as our investment services business which had a 68%
increase in assets under management over the past year."

     Asset quality continued to improve in all aspects of the Corporation's loan
portfolio as nonperforming  assets decreased nearly 50% in the past year to $373
million at the end of the first quarter.  Net  charge-offs and the provision for
credit losses were both $92 million in the first  quarter.  The reserve for loan
losses is $1.55  billion at March 31, 1998 and  represents  2.39% of total loans
and 441% of nonperforming loans.

Financial Highlights

     Net interest  income totaled $938 million during the first quarter of 1998,
an increase  of $20  million  from the first  quarter of 1997.  The  increase is
principally  attributable  to  strong  growth  in  Fleet's  earning  assets  and
increased loan fees.  The  Corporation  reported a net interest  margin of 4.75%
which reflected the impact of  lower-yielding  assets acquired with both Advanta
and Quick & Reilly.

     Noninterest  income in the first quarter totaled $695 million,  an increase
of $82  million,  or 13%,  from the same  period  in 1997.  Investment  services
revenue  has  increased  14% to $201  million in the first  quarter  driven by a
strong equity market, a $33 billion growth in assets under management, partially
attributable  to the  acquisition  of  Columbia  Management  late in  1997,  and
increased sales of mutual fund and annuity  products.  Capital markets  revenue,
excluding  securities  gains,  climbed 50% to $87 million in  comparison  to the
first  quarter  of 1997 as  market-making  revenue  derived  from the  company's
discount  brokerage  firm has nearly  doubled,  while  venture  capital  revenue
increased 67% to $30 million. Credit card revenue increased $42 million over the
prior year's first quarter which is attributable to the Advanta acquisition.

     As a  result  of the  sharply  decreasing  interest-rate  environment,  the
Corporation's  mortgage  banking business  experienced a strong  acceleration in
mortgage   prepayments   this  quarter.   To  recognize  this,  the  Corporation
established  a $75 million  charge  against the value of the  investment in this
business.  Because of the anticipated  volatility of this asset, the Corporation
protects  itself  against a  decrease  to net  income  through  various  hedging
strategies.  As a result of these strategies,  the Corporation was able to fully
offset the impact of this charge through the recognition of $50 million in gains
from the securities portfolio, which had a substantial increase in value in this
interest rate  environment,  and $25 million of gains from the sales of mortgage
servicing.

     Noninterest expense in the first quarter of 1998, excluding  merger-related
charges,  totaled $924 million,  an increase of only $20 million,  or 2.2%, from
the first  quarter  of 1997,  despite  the  additions  of Advanta  and  Columbia
Management.  Notable  declines  were realized in several  categories,  including
employee  compensation  and occupancy  expenses as the Corporation  continues to
tightly manage its expense levels.

     Total assets at March 31, 1998 were $97.7 billion, including total loans of
$65.0 billion,  compared with $91.0 billion of total assets and $62.6 billion of
loans at December 31,  1997.  Stockholders'  equity  amounted to $8.6 billion at
March 31, 1998.

<PAGE>

<TABLE>
<CAPTION>
                              FLEET FINANCIAL GROUP
                              FINANCIAL HIGHLIGHTS

                                                     THREE MONTHS ENDED (a)

                                                  March 31,       March 31,   
                                                    1998           1997       

For the Period ($ in millions)
<S>                                          <C>            <C>          
Net income - operating basis                      $   367        $   334      
Total Revenue                                       1,633          1,531      
Total Expense                                         924            904      
Provision for credit losses                            92             65      

Per Common Share
Basic earnings per share                          $  1.25        $  1.13      
Diluted earnings per share                           1.21           1.10      
Market value (period-end)                           85.06          57.13      
Cash dividends declared                              0.49           0.45      
Book value (period-end)                             27.91          23.74      

At Quarter End ($ in billions)
Assets                                            $  97.7        $  85.8      
Loans                                                65.0           60.1      
Deposits                                             68.2           64.1      
Total stockholders' equity                            8.6            7.5      

Operating Ratios
Return on average assets                             1.62%          1.56%     
Return on common equity                             18.27          19.17      
Net interest margin                                  4.75           4.99      
Efficiency ratio                                     56.6           59.1      
Total equity/assets (period-end)                      8.8            8.7      
Tier 1 risk-based capital ratio                       6.4            7.6      
Total risk-based capital ratio                       10.4           11.2      
                                                       
Asset Quality ($ in millions)
Nonperforming assets                              $   373        $   704      
Reserve for credit losses                           1,553          1,462      
Nonperforming assets as a % of loans + OREO          0.57%          1.17%     
Nonperforming assets as a % of total assets          0.38           0.82      
Nonperforming loans to period-end loans              0.54           1.12      
Reserve for credit losses to period-end loans        2.39           2.43      
Reserve for credit losses to nonperforming loans      441            217      
Net charge-offs/average loans                        0.60           0.61      


(a) Excludes merger-related charges of $44 million  for the first quarter of 1998.
     Including merger-related charges, financial data and ratios were as follows:

Net Income                                       $    323  
Total Expenses                                        997  
Basic earnings per share                             1.09  
Diluted earnings per share                           1.06  
Return on average assets                             1.43% 
Return on common equity                             16.00  

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                              FLEET FINANCIAL GROUP
                         CONSOLIDATED INCOME STATEMENTS
                                 ($ IN MILLIONS)


                                                               THREE MONTHS ENDED

                                                        March 31,   December 31,  March 31,
                                                          1998         1997         1997


<S>                                                     <C>          <C>               <C>    
Net interest income (FTE)                               $  938       $  944      $   918
Provision for credit losses                                 92           90           65
- ----------------------------------------------------------------------------------------
    Net interest income after provision                    846          854          853
- ----------------------------------------------------------------------------------------
Noninterest income:
    Investment services revenue                            201          188          176
    Banking fees and commissions                           178          176          175
    Capital markets revenue                                138           88           71
    Processing-related revenue                              59          101          142
    Credit card revenue                                     56           17           14
    Other                                                   63           54           35
- ----------------------------------------------------------------------------------------
       Total noninterest income                            695          624          613
- ----------------------------------------------------------------------------------------
Noninterest expense:
    Employee compensation and benefits                     445          422          459
    Equipment                                               80           81           79
    Occupancy                                               74           74           77
    Intangible asset amortization                           51           44           41
    Other                                                  274          266          248
- ----------------------------------------------------------------------------------------
       Total noninterest expense                           924          887          904
- ----------------------------------------------------------------------------------------
Earnings before income taxes and merger-related charges    617          591          562
Income taxes and tax-equivalent adjustment                 250          235          228
- ----------------------------------------------------------------------------------------
Net income before merger-related charges                   367          356          334
Merger-related charges, net of tax                          44           22            -
- ----------------------------------------------------------------------------------------
Net income                                             $   323      $   334      $   334
- ----------------------------------------------------------------------------------------


Basic earnings per share, excluding merger-related 
     charges                                           $  1.25       $ 1.25      $  1.13
Diluted earnings per share, excluding merger-related
     charges                                              1.21         1.21         1.10

Basic earnings per share                                  1.09         1.17         1.13
Diluted earnings per share                                1.06         1.13         1.10
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                            FLEET FINANCIAL GROUP
                                                         CONSOLIDATED BALANCE SHEETS
                                                               ($ IN MILLIONS)

                                                    March 31,        December 31,           March 31,
                                                      1998             1997                   1997

ASSETS:
<S>                                          <C>                    <C>                    <C>       
Cash and equivalents                         $      5,493           $      5,574           $    5,399
Securities                                         11,279                  9,362                8,557
Loans                                              64,986                 62,565               60,071
Reserve for credit losses                          (1,553)                (1,432)              (1,462)
Due from brokers/dealers                            3,567                  3,510                2,618
Mortgages held for resale                           2,416                  1,526                1,334
Other assets                                       11,499                  9,942                9,307
- ---------------------------------------------------------------------------------------------------------
Total assets                                 $     97,687           $     91,047           $   85,824
- ---------------------------------------------------------------------------------------------------------

LIABILITIES:
Deposits                                     $     68,165           $     63,735           $   64,139
Short-term borrowings                               8,238                  7,505                4,145
Due to brokers/dealers                              4,433                  4,316                3,080
Long-term debt                                      5,095                  4,500                4,617
Other liabilities                                   3,136                  2,539                2,371
- ---------------------------------------------------------------------------------------------------------
Total liabilities                                  89,067                 82,595               78,352
- ---------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Preferred stock                                       691                    691                  869
Common stock                                        7,929                  7,761                6,603
- ---------------------------------------------------------------------------------------------------------
Total stockholders' equity                          8,620                  8,452                7,472
- ---------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity   $     97,687           $     91,047           $   85,824
- ---------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                FLEET FINANCIAL GROUP
                                                          CONSOLIDATED AVERAGE BALANCE SHEETS
                                                                 ($ in millions)


                                                                  THREE MONTHS ENDED

                                               March 31, 1998        December 31, 1997        March 31, 1997


                                            Average                   Average                  Average
                                            Balance        Rate       Balance      Rate        Balance        Rate

<S>                                   <C>                 <C>       <C>             <C>     <C>               <C> 
ASSETS:
Securities                            $        10,051     6.56%     $    9,095      6.74%   $     8,580       6.67%
Loans                                          62,603     8.66          61,274      8.70         59,687       8.63
Mortgages held for resale                       1,637     7.25           1,305      7.56          1,686       7.59
Due from brokers/dealers                        3,749     5.13           3,510      4.25          2,618       4.36
Other earning assets                            1,025     4.99             685      4.24          1,735       5.28
- -----------------------------------------------------------------------------------------------------------------------
   Total interest-earning assets               79,065     8.15%         75,869      8.20%        74,306       8.16%
Reserve for credit losses                      (1,466)    -             (1,430)     -            (1,488)      -
Other assets                                   14,235     -             13,077      -            14,200       -
- -----------------------------------------------------------------------------------------------------------------------
Total Assets                          $        91,834     -         $   87,516      -       $    87,018       -
- -----------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
  Savings                             $        27,429     2.37%      $  27,206      2.31%   $    27,779       2.25%
  Time                                         21,167     5.31          19,746      5.27         20,716       5.13
- -----------------------------------------------------------------------------------------------------------------------
   Total interest-bearing deposits             48,596     3.65          46,952      3.55         48,495       3.48

Short-term borrowings                           6,914     4.90           6,023      4.98          4,175       4.18
Due to brokers/dealers                          4,564     4.83           4,316      4.07          3,080       4.19
Long-term debt                                  4,853     7.31           4,341      7.43          5,003       7.18
- -----------------------------------------------------------------------------------------------------------------------
  Total interest-bearing liabilities  $        64,927     4.14%     $   61,632      4.00%   $    60,753       3.87%

Net interest spread                                 -     4.01%              -      4.20%             -       4.29%

Demand deposits and other noninterest-
   bearing time deposits              $        15,844     -         $   15,700      -       $    16,196       -
Other liabilities                               2,501     -              2,385      -             2,464       -
- -----------------------------------------------------------------------------------------------------------------------
Total liabilities                              83,272     -             79,717      -            79,413       -
Stockholders' equity                            8,562     -              7,799      -             7,605       -
- -----------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' 
   equity                             $        91,834     -         $   87,516      -       $    87,018       -
- -----------------------------------------------------------------------------------------------------------------------
Net interest margin                                       4.75%                     4.95%                     4.99%

</TABLE>



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