FLEET FINANCIAL GROUP INC
8-K, 1998-01-20
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) JANUARY 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

          Exhibit 99                   Fleet Financial Group, Inc.
                                       Press Release
                                       Dated January 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:  January 15, 1998









                                   EXHIBIT 99


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


                          FLEET FINANCIAL GROUP REPORTS
                         1997 NET INCOME OF $1.3 BILLION
                       EARNINGS PER SHARE UP 19% TO $4.74

BOSTON, MASSACHUSETTS,  JANUARY 15, 1998: Fleet Financial Group, Inc. (FLT-NYSE)
today  reported  net income of $1.303  billion  for 1997,  an  increase  of $164
million  compared  to 1996 net  income of  $1.139  billion.  Earnings  per share
increased 19% to $4.74 from $3.98 in 1996. Return on assets and return on equity
for the year were 1.59% and 19.53%,  respectively,  compared to 1.37% and 17.43%
in 1996.

     In the fourth  quarter of 1997,  Fleet's  net income was $335  million,  or
$1.23  per  share,  compared  to $302  million,  or  $1.05  per  share  in 1996,
representing  an 11%  increase in net income and a 17%  increase in earnings per
share.  Return on assets  and return on equity  for the  quarter  were 1.62% and
19.23%,  respectively,  compared with 1.40% and 17.67% for the fourth quarter of
1996.

HIGHLIGHTS

     "1997 was an outstanding year for Fleet and our employees. Earnings grew to
more than $1.3 billion  while the company also made great  progress  towards its
strategic   objectives,"  said  Terrence  Murray,  Fleet's  chairman  and  chief
executive  officer.  "We completed the  integrations  of the Shawmut and NatWest
acquisitions  which  solidified  Fleet's  position as the  preeminent  financial
services organization serving the northeast.  We refined our business profile by
exiting businesses which were not meeting our criteria for risk or profitability
and were not  critical  to our vision  for the  company.  At the same  time,  we
invested in businesses  more central to our growth  strategy which broadened our
product array and enhanced our  distribution  capabilities.  The acquisitions of
Columbia  Management  Company,  the Quick & Reilly  Group,  and the credit  card
operations of Advanta  Corporation  will double Fleet's customer base to over 13
million  customers,  improve our  revenue mix to nearly 50% fee income,  further
diversify the geographic sources of Fleet's revenue streams,  and boost earnings
momentum as we head into  1998." 

     Eugene M. McQuade,  vice  chairman and chief  financial  officer,  provided
additional  comments on the company's  strong 1997  results.  "Fleet saw healthy
loan growth  throughout the year. This growth,  against a backdrop of meaningful
declines in operating expenses, dramatically improved the operating leverage and
profitability of the company."

     Mr. McQuade continued, "With a return on equity nearing 20% and a return on
assets of 1.6%,  Fleet's  performance  measures  rank  among the  leaders of the
industry and continue Fleet's record of building value for our shareholders.  In
1997,  we  more  than  delivered  on  the   integration   efficiencies   of  our
acquisitions, expanded both our product line and customer base, and continued to
invest in technological advances for the future."

FINANCIAL HIGHLIGHTS

     Net interest  income  totaled  $3.7  billion for 1997,  an increase of $228
million  from 1996.  Net  interest  margin  improved 40 basis points to 5.21% in
1997, as the Corporation's  balance sheet restructuring  program lowered funding
costs and markedly  enhanced the mix of earning assets.  Net interest income for
the fourth quarter of 1997 totaled $923 million  compared to $910 million in the
fourth quarter of 1996,  reflecting the continued positive impact of the actions
noted above.  Fourth quarter net interest  margin was 5.19%,  up 19 basis points
from last year's 5.00%.

     The  provision  for credit  losses was $322 million in 1997, an increase of
$109 million from 1996.  Net  charge-offs  in 1997 were  virtually  flat at $376
million,  increasing  only $6 million.  The  provision for credit losses was $90
million in the fourth  quarter of 1997 and net  charge-offs  of $90 million were
down $34 million from the fourth quarter of 1996. The strong  improvement in net
charge-offs in the fourth quarter of 1997 was driven by continued improvement in
the Corporation's  commercial loan portfolio.  Nonperforming assets were reduced
by over $300 million  (42%)  during the year to $416  million.  Continuing  this
trend in the fourth  quarter,  nonperforming  assets were reduced by $63 million
from  September 30, 1997.  The reserve for loan losses of $1.4 billion  remained
unchanged from September 30, 1997,  maintaining the Corporation's loss coverages
of 2.3% of total loans and 365% of nonperforming  loans.  

     Noninterest  income was $2.1 billion for 1997,  compared to $2.0 billion in
1996.  Service charges,  fees and commissions  increased 18% due to increases in
cash management and electronic banking volume.  Investment services revenue also
increased 12%, as the  corporation  benefited from strong  financial  markets in
1997, as well as  increasing  levels of assets under  management.  Additionally,
corporate  finance fees, a line of business  started in the latter part of 1996,
grew over $40 million in 1997.  Mortgage banking revenues  decreased 12% in 1997
primarily due to the second quarter sale of Option One, one of the Corporation's
mortgage  banking  subsidiaries. 

     Noninterest  income was $517 million for the quarter.  This  represents  an
increase in noninterest  income from continuing  operations of $17 million after
excluding the impact of divested  businesses.  Growth was  experienced in nearly
all core noninterest  revenue  categories  including  service charges,  fees and
commissions, investment services revenue and corporate finance fees.

     Noninterest  expense totaled $3.2 billion in 1997, compared to $3.3 billion
during 1996.  Noninterest  expense totaled $796 million in the fourth quarter of
1997.  Noninterest  expense from continuing  operations  declined by $36 million
from $832 million in the fourth quarter of 1996 after  excluding $25 million for
noninterest expense from divested  businesses.  Cost reductions included savings
from the  successful  completion of the  integration  of the Shawmut and NatWest
acquisitions.  Aggregate cost savings from these two  acquisitions  totaled $750
million.  This total  exceeded the original  cost  savings  projections  by $150
million, or 25%.

     Total  assets at  December  31,  1997,  were $85.5  billion.  However,  the
composition of earning assets and funding sources has become  significantly more
productive due to balance sheet restructuring actions over the past two years as
loans  increased   almost  $4.5  billion,   excluding  the  impact  of  divested
businesses,  during the past year. Stockholders' equity amounted to $8.0 billion
at December 31, 1997,  an increase of  approximately  $600 million from December
31, 1996.
<PAGE>


<TABLE>
<CAPTION>

                                               FLEET FINANCIAL GROUP
                                                FINANCIAL HIGHLIGHTS

        THREE MONTHS ENDED                                                                     TWELVE MONTHS ENDED

December 31,  September 30,  December 31,                                            December 31,     December 31,
  1997              1997          1996                                               1997               1996

                                           For the Period ($ in millions)          
<S>              <C>          <C>          <C>                                         <C>                <C>  
$   335          $  329       $    302     Net Income                                 $   1,303        $ 1,139
  1,440           1,440          1,439     Total Revenue                                  5,739          5,452
    796             791            857     Total Expense                                  3,226          3,272
     90              85             65     Provision for credit losses                      322            213
                                                                                
                                           Per Common Share                        
$  1.28         $  1.25       $   1.08     Basic earnings per share                    $   4.89        $  4.06
   1.23            1.21           1.05     Diluted earnings per share                      4.74           3.98
  75.13           65.56          49.88     Market value (period-end)                      75.13          49.88
   0.49            0.45           0.45     Cash dividends declared                         1.84           1.74
  28.10           25.42          24.66     Book value (period-end)                        28.10          24.66
                                                                                
                                           At Quarter End ($ in billions)          
$  85.5         $  83.6       $   85.5     Assets                                       $  85.5        $  85.5
   61.2            59.3           58.8     Loans and leases                                61.2           58.8
   63.7            62.9           67.1     Deposits                                        63.7           67.1
    8.0             7.2            7.4     Total stockholders' equity                       8.0            7.4
                                                                                     
                                           Operating Ratios                        
   1.62%           1.60%          1.40%    Return on average assets                        1.59%         1.37%
  19.23           19.89          17.67     Return on common equity                        19.53          17.43
  19.47           20.07          17.77     Return on realized common equity (a)           19.66          17.42
   5.19            5.23           5.00     Net interest margin                             5.21           4.81
   55.3            54.9           59.5     Efficiency ratio                                56.2(b)        60.0
    9.4             8.6            8.7     Total equity/assets (period-end)                 9.4            8.7
    7.3             7.1            7.7     Tier 1 risk-based capital ratio (estimated)      7.3            7.7
   10.9            10.8           11.4     Total risk-based capital ratio (estimated)      10.9           11.4
             
                                           Asset Quality ($ in millions)  
$   416          $  479        $   723     Nonperforming assets                          $  416        $   723
  1,432           1,432          1,488     Reserve for credit losses                      1,432          1,488
                                           Nonperforming assets as a % of loans,    
   0.68%           0.81%          1.23%      leases, and OREO                              0.68%          1.23%
   0.49            0.57           0.85     Nonperforming assets as a % of total assets     0.49           0.85
   0.64            0.77           1.18     Nonperforming loans to period-end loans         0.64           1.18
   2.34            2.42           2.53     Reserve for credit losses to period-end loans   2.34           2.53
   0.60            0.64           0.83     Net charge-offs/average loans                   0.65           0.66
                                                                                         

(a) Excludes average unrealized gains/losses on securities available for sale
(b) Excludes gains on sales of business units, net of charges

</TABLE>


<PAGE>

                              FLEET FINANCIAL GROUP
                           CONSOLIDATED BALANCE SHEETS
                                 ($ in millions)





                                December 31,     September 30,     December 31,
                                    1997             1997             1996

ASSETS:
Cash and cash equivalents      $      5,481     $       6,563     $     9,015
Securities                            9,362             8,770           8,680
Loans and lease financing            61,179            59,264          58,844
Reserve for credit losses            (1,432)           (1,432)         (1,488)
Mortgages held for resale             1,526             1,396           1,560
Other assets                          9,419             9,014           8,907
Total assets                   $     85,535     $      83,575     $    85,518

LIABILITIES:
Deposits                       $     63,735     $      62,907     $    67,071
Short-term borrowings                 6,903             6,524           3,627
Long-term debt                        4,500             4,459           5,114
Other liabilities                     2,363             2,498           2,291
Total liabilities                    77,501            76,388          78,103
STOCKHOLDERS' EQUITY:
Preferred stock                         691               835             953
Common stock                          7,343             6,352           6,462
Total stockholders' equity            8,034             7,187           7,415
Total liabilities and 
  stockholders' equity         $     85,535     $      83,575     $    85,518


<PAGE>
<TABLE>
<CAPTION>
                                                       FLEET FINANCIAL GROUP
                                                 CONSOLIDATED INCOME STATEMENTS
                                                         ($ in millions)



        THREE MONTHS ENDED                                                                     TWELVE MONTHS ENDED

December 31,   September 30,    December 31,                                                   December 31,   December 31,
  1997          1997            1996                                                              1997          1996


<C>            <C>            <C>            <S>                                                   <C>            <C>   
$  923         $  926         $  910         Net interest income (FTE)                          $  3,667       $3,439
    90             85             65         Provision for credit losses                             322          213
   833            841            845              Net interest income after provision              3,345        3,226
                                             Noninterest income:
   157            159            146              Service charges, fees, and commissions             633          537
   108            104             98              Investment services revenue                        418          372
    67             66            109              Mortgage banking, net of amortization              327          373
    24             24             31              Student loan servicing fees                        101           98
   161            161            145              Other                                              593          633
   517            514            529                 Total noninterest income                      2,072        2,013
                                             Noninterest expense:
   376            384            423              Employee compensation and benefits               1,591        1,607
    70             70             74              Occupancy                                          282          284
    67             70             71              Equipment                                          274          266
    43             41             40              Intangible asset amortization                      163          135
   240            226            249              Other                                              916          980
   796            791            857                 Total noninterest expense                     3,226        3,272
   554            564            517         Earnings before income taxes and net gains            2,191        1,967
   --              --            --            Gains on sales of business units, net of charges       20           --
   219            235            215         Income taxes and tax-equivalent adjustment              908          828
$  335         $  329         $  302         Net income                                          $ 1,303       $1,139


$ 1.28         $ 1.25         $ 1.08         Basic earnings per share                            $  4.89       $ 4.06
  1.23           1.21           1.05         Diluted earnings per share                             4.74         3.98
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                         FLEET FINANCIAL GROUP
                                                                   CONSOLIDATED AVERAGE BALANCE SHEETS
                                                                               ($ in millions)


                                                                         THREE MONTHS ENDED

                                             December 31, 1997         September 30, 1997     December 31, 1996


                                              Average                    Average                  Average
                                              Balance        Rate        Balance       Rate       Balance       Rate

ASSETS:
<S>                                          <C>             <C>        <C>            <C>                      <C> 
Securities                                   $  9,095        6.74%      $  8,690       6.78%    $  10,261       6.71%
Loans and leases                               59,889        8.71         58,087       8.72        59,256       8.58
Mortgages held for resale                       1,305        7.56          1,222       7.47         1,569       8.20
Other earning assets                              455        3.31          2,434       6.58         1,462       4.87
   Total interest-earning assets               70,744        8.40%        70,433       8.38%       72,548       8.23%
Reserve for credit losses                      (1,430)          -         (1,441)         -        (1,546)         -
Other assets                                   12,690           -         12,609          -        14,827          -
Total assets                                 $ 82,004           -       $ 81,601          -      $ 85,829          -

LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
   Savings                                   $ 27,206        2.31%      $ 27,325       2.23%    $  28,225       2.30%
   Time                                        19,746        5.27         19,695       5.17        21,622       5.36
      Total interest-bearing deposits          46,952        3.55         47,020       3.46        49,847       3.63
Short-term borrowings                           5,420        5.12          5,315       5.03         3,903       4.47
Long-term debt                                  4,341        7.43          4,487       7.42         4,940       7.27
   Total interest-bearing liabilities        $ 56,713        4.00%      $ 56,822       3.91%    $  58,690       3.99%

   Net interest spread                              -        4.40%             -       4.47%                    4.24%

Demand deposits and other noninterest-
  bearing time deposits                      $ 15,700           -       $ 15,475          -       $16,808           -
Other liabilities                               2,227           -          2,219          -         2,961           -
Total liabilities                              74,640           -         74,516          -        78,459           -
Stockholders' equity                            7,364           -          7,085          -         7,370           -
Total liabilities and stockholders' equity   $ 82,004           -       $ 81,601          -      $ 85,829           -

Net interest margin                                          5.19%                      5.23%                   5.00%

</TABLE>


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




                                                       TWELVE MONTHS ENDED
                                             December 31, 1997       December 31, 1996


                                             Average                 Average
                                             Balance        Rate     Balance       Rate

ASSETS:
<S>                                          <C>             <C>     <C>           <C> 
Securities                                   $  8,674        6.73%   $ 11,425      6.45%
Loans and leases                               58,920        8.68      56,074      8.61
Mortgages held for resale                       1,413        7.65       1,878      7.87
Other earning assets                            1,411        5.68       2,120      7.75
    Total interest-earning assets              70,418        8.36%     71,497      8.22%
Reserve for credit losses                      (1,454)          -      (1,493)        -
Other assets                                   13,106           -      13,120         -
Total assets                                 $ 82,070           -    $ 83,124         -

LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
    Savings                                  $ 27,478        2.25%   $ 26,363      2.33%
    Time                                       20,036        5.16      20,971      5.44
        Total interest-bearing deposits        47,514        3.48      47,334      3.70
Short-term borrowings                           4,682        4.88       5,844      5.05
Long-term debt                                  4,608        7.34       5,486      7.10
    Total interest-bearing liabilities       $ 56,804        3.91%   $ 58,664      4.16%

    Net interest spread                             -        4.45%          -      4.06%

Demand deposits and other noninterest-
  bearing time deposits                      $ 15,882           -    $ 15,042         -
Other liabilities                               2,206           -       2,397         -
Total liabilities                              74,892           -      76,103         -
Stockholders' equity                            7,178           -       7,021         -
Total liabilities and stockholders' equity   $ 82,070           -    $ 83,124         -
     
Net interest margin                                          5.21%                 4.81%
</TABLE>



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