<PAGE>
As filed with the Securities and Exchange Commission on January 26, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
Fleet Financial Group, Inc. Rhode Island 05-0341324
Fleet Capital Trust III Delaware 04-3337374
(Exact name of issuer as (State or other jurisdiction of (I.R.S. Employer
specified in its charter) incorporation or organization) Identification No.)
One Federal Street
Boston, Massachusetts 02110
(617) 292-2000
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
William C. Mutterperl, Esq.
Senior Vice President and General Counsel
FLEET FINANCIAL GROUP, INC.
One Federal Street
Boston, Massachusetts 02110
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
Copies to:
Laura N. Wilkinson, Esq. Vincent J. Pisano, Esq.
EDWARDS & ANGELL SKADDEN, ARPS, SLATE,
One Hospital Trust Plaza MEAGHER & FLOM LLP
Providence, Rhode Island 02903 919 Third Avenue
(401) 274-9200 New York, NY 10022 (212) 735-3000
----------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
----------------------
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
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, other than securities offered only in connection with dividend
or interest reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. /X/
If this Form is a post-effective amendment filed pursuant to Rule 426(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier registration statement for
the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
----------------------
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to be Amount to offering price aggregate Amount of
registered be registered per unit offering price registration fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
Preferred securities of
Fleet Capital Trust III ..... (1) (2) (1) N/A
- -------------------------------------------------------------------------------------------------------------------------------
Guarantees by Fleet
Financial Group, Inc.
of the above-
reference preferred
securities .................. (3) (3) (3) N/A
- -------------------------------------------------------------------------------------------------------------------------------
Junior Subordinated
Debentures of Fleet
Financial Group, Inc. ....... (1) (2) (1) N/A
- -------------------------------------------------------------------------------------------------------------------------------
Total ................... $20,000,000 N/A $20,000,000 $5,900
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Subject to the following sentence, there is being registered hereunder
an indeterminate number of Preferred Securities of Fleet Capital Trust III
(the "Trust") and an indeterminate principal amount of Junior Subordinated
Debentures of Fleet Financial Group, Inc. ("Fleet"). In no event will the
aggregate initial offering price of the Preferred Securities of the Trust
issued under this Registration Statement exceed $20,000,000, exclusive of
accrued interest, and dividends, if any. A like amount of Junior
Subordinated Debentures may be issued and sold by Fleet to the
Trust, in which event such Junior Subordinated Debentures may later be
distributed for no additional consideration to the holders of the
Preferred Securities of the Trust upon a dissolution of the Trust and
the distribution of the assets thereof. The proposed maximum aggregate
offering price has been estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(o) under the Securities Act of
1933.
(2) The proposed maximum offering price per unit will be determined from
time to time in connection with the issuance of the securities registered
hereunder.
(3) Includes the rights of holders of the Preferred Securities under the
Guarantee and certain back-up undertakings, comprised of the obligations
of Fleet under the Declaration of Trust of the Trust as borrower under
the Junior Subordinated Debentures to provide certain indemnities in
respect of, and pay and be responsible for certain costs, expenses,
debts and liabilities of, the Trust (other than with respect to the
Preferred Securities) and such obligations of Fleet as set forth in the
Declaration of Trust of the Trust and the Subordinated Indenture, in
each case as amended from time to time and as further described in the
Registration Statement. The Guarantee, when taken together with Fleet's
obligations under the Junior Subordinated Securities, the Indenture and
the Declaration of Trust, will provide a full and unconditional
guarantee on a subordinated basis by Fleet of payments due on the
Preferred Securities. No separate consideration will be received for any
Guarantees or such back-up obligations.
This Registration Statement will become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE PURSUANT TO GENERAL
INSTRUCTION IV OF FORM S-3
In accordance with the provisions of General Instruction IV of Form S-3,
Fleet and the Trust hereby incorporates by reference the contents of Fleet's
and the Trust's Registration Statement on Form S-3 (Registration No.
333-15435) filed with the Commission on November 1, 1996, as amended by
Amendment No. 1 to Form S-3 filed with the Commission on November 6, 1996 and
Amendment No. 2 to Form S-3 filed with the Commission on December 4, 1996
(the "Original Registration Statement"), which Original Registration
Statement was declared effective on December 5, 1996.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
All Exhibits filed with the Original Registration Statement are incorporated
by reference into, and shall be deemed part of, this Registration Statement,
except the following, which are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
5(a) - Opinion of Edwards & Angell.
5(b) - Opinion of Skadden, Arps, Slate, Meagher & Flom, LLP.
23(a) - Consent of Edwards & Angell (included in Exhibit 5(a)
above).
23(b) - Consent of Skadden, Arps, Slate, Meagher & Flom, LLP
(included in Exhibit 5(b) above).
23(c) - Consent KPMG Peat Marwick LLP.
</TABLE>
Exhibits listed above which have been filed with the Securities and Exchange
Commission are incorporated herein by reference with the same effect as if
filed with this Registration Statement.
<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-3 and has duly caused this Form S-3
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 26, 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-3
Registration Statement has been signed by the following persons in the
capacities indicated on January 26, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------------------- --------------------------------------------------------
<C> <S>
/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
------------------------------------------
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------------------- --------------------------------------------------------
<C> <S>
/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
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Trust has
duly caused this Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boston,
The Commonwealth of Massachusetts, on January 26, 1998.
FLEET CAPITAL TRUST III
By: /s/ JOHN R. RODEHORST
---------------------
John R. Rodehorst
Trustee
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLEET FINANCIAL GROUP, INC.
FLEET CAPITAL TRUST III
EXHIBITS
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5(a) - Opinion of Edwards & Angell.
5(b) - Opinion of Skadden, Arps, Slate, Meagher & Flom, LLP.
23(a) - Consent of Edwards & Angell (included in Exhibit 5(a) above).
23(b) - Consent of Skadden, Arps, Slate, Meagher & Flom, LLP (included
in Exhibit 5(b) above).
23(c) - Consent of KPMG Peat Marwick, LLP.
<PAGE>
Exhibit 5(a)
January 26, 1998
Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02110
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed by Fleet
Financial Group, Inc., a Rhode Island corporation ("Fleet") and Fleet Capital
Trust III, a Delaware business trust (the "Trust"), with the Securities and
Exchange Commission (the "Commission") on the date hereof (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of (i) preferred securities of the
Trust (the "Preferred Securities") and (ii) subordinated debt securities of
Fleet (the "Subordinated Debt Securities"). The Registration Statement is
being filed pursuant to Rule 462(b) under the Securities Act of 1933 and
General Instruction IV of Form S-3 and relates to the Registration Statement
on Form S-3 (Registration No. 333-15435) filed by Fleet, the Trust and
certain other capital trusts (the "Original Registration Statement"). The
Subordinated Debt Securities will be issued in accordance with the provisions
of an indenture (the "Indenture") dated December 11, 1996 between Fleet and
the First National Bank of Chicago, as trustee (the "Trustee"), the form of
which is incorporated by reference into the Registration Statement. The
Preferred Securities will be guaranteed by Fleet in the manner and to the
extent set forth in a Guarantee Agreement (the "Preferred Securities
Guarantees"), the form of which is incorporated by reference into the
Registration Statement.
We have served as counsel for Fleet and the Trust and in so acting, we
have examined the following documents and records:
(1) The Registration Statement;
(2) The Original Registration Statement, including the prospectus (the
"Prospectus") and prospectus supplement (the "Prospectus Supplement")
contained therein and all Exhibits filed thereto;
(3) The Indenture;
(4) The form of Amended and Restated Declaration of Trust to be used in
connection with the issuance of the Preferred Securities;
(5) The form of Subordinated Debt Security;
(6) The form of Preferred Securities Guarantee; and
<PAGE>
Fleet Financial Group, Inc.
January 26, 1998
(7) All corporate minutes and proceedings of Fleet relating to the
issuance of the Preferred Securities and the Subordinated Debt Securities.
We have also examined such further documents, records and proceedings as
we have deemed pertinent in connection with the issuance of the Subordinated
Debt Securities and the execution of the Preferred Securities Guarantee. 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 also are familiar with the
additional proceedings proposed to be taken by Fleet in connection with the
authorization, registration, issuance and sale of the Subordinated Debt
Securities and the execution of the Preferred Securities Guarantee, and have
assumed that all documents relating thereto are duly executed and delivered in
substantially the forms reviewed by us. As to all questions of fact material
to this opinion that have not been independently established, we have replied
upon certificates or comparable documents of officers and representatives of
Fleet and the Trust.
We express no opinion with respect to matters involving the Delaware
Business Trust Act, as amended, and the rules and regulations thereunder.
Based on the foregoing, and subject to the qualifications stated
herein, it is our opinion that:
1. The Subordinated Debt Securities have been duly and validly
authorized by Fleet and, when executed, authenticated, issued and delivered
in the manner contemplated in the Indenture, will constitute legal, valid and
binding obligations of Fleet, entitled to the benefits of the Indenture and
enforceable against it in accordance with their terms except as enforcement
may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws or equitable principles relating
to or limiting creditors' rights and remedies generally and except to the
extent that rights to indemnification thereunder may be limited by federal
or state securities laws or public policy relating thereto. We express no
opinion as to the availability of equitable remedies.
2. The Preferred Securities Guarantees have been duly and validly
authorized by Fleet and, when executed and delivered by Fleet, will
constitute the legal, valid and binding obligations of Fleet except as
enforcement may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws or equitable
principles relating to or limiting creditors' rights and remedies generally.
We express no opinion as to the availability of equitable remedies.
2
<PAGE>
Fleet Financial Group, Inc.
January 26, 1998
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.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. These opinions may not be
used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency,
quoted, cited or otherwise referred to without our prior written consent.
V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet
National Bank, a subsidiary of Fleet.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the Prospectus
which is part of the Registration Statement.
Very truly yours,
/s/ Edwards & Angell
--------------------
Edwards & Angell
<PAGE>
EXHIBIT 5(b)
January 26, 1998
Fleet Financial Group, Inc.
Fleet Capital Trust III
c/o Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
Re: Fleet Financial Group, Inc.;
Fleet Capital Trust III;
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel to (1) Fleet Capital Trust
III ("Fleet Capital Trust"), a statutory business trust formed under the laws
of the State of Delaware, and (2) Fleet Financial Group, Inc., a corporation
organized under the laws of the State of Rhode Island (the "Company"), in
connection with the preparation of a Registration Statement on Form S-3 (the
"Registration Statement"), filed by the Company and the Fleet Capital Trust
with the Securities and Exchange Commission (the "Commission") on January 26,
1998 pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Act"), relating to the Registration Statement on Form S-3, as amended
(Registration No. 33-15435) of the Company, Fleet Capital Trust and certain
other Delaware business trusts, in connection with the public offering of
preferred securities (the "Trust Preferred Securities") of Fleet Capital
Trust, and certain other securities.
The Trust Preferred Securities of Fleet Capital Trust are to be issued
pursuant to the Amended and Restated Declaration of Trust of Fleet Capital
Trust (the "Declaration"), such Declaration being among the Company,
<PAGE>
Fleet Capital Trust III
Fleet Financial Group, Inc.
January 26, 1998
Page 2
as sponsor, First Chicago Delaware Inc., as Delaware trustee (the "Delaware
Trustee"), The First National Bank of Chicago, as institutional trustee (the
"Institutional Trustee"), and Eugene M. McQuade, Douglas L. Jacobs and John
R. Rodehorst, as trustees (together, the "Regular Trustees").
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act. Capitalized terms used but not
otherwise defined herein have the meanings ascribed to them in the
Registration Statement.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the certificate
of trust of Fleet Capital Trust (the "Certificate of Trust"), filed with the
Secretary of State of the State of Delaware on November 1, 1996; (ii) the
form of the Declaration of Fleet Capital Trust; (iii) the form of the Trust
Preferred Securities of Fleet Capital Trust and (iv) the Registration
Statement. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, certificates and
records as we have deemed necessary or appropriate as a basis for the
opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than Fleet Capital Trust, we have assumed
that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and that such
<PAGE>
Fleet Capital Trust III
Fleet Financial Group, Inc.
January 26, 1998
Page 3
documents constitute valid and binding obligations of such parties. In
addition, we have assumed that the Declaration of Fleet Capital Trust and the
Trust Preferred Securities of Fleet Capital Trust, when executed, will be
executed in substantially the forms reviewed by us. As to any facts material
to the opinions expressed herein which were not independently established or
verified, we have relied upon oral or written statements and representations
of officers, trustees and other representatives of the Company, Fleet Capital
Trust and others.
Members of our firm are admitted to the bar in the State of Delaware,
and we do not express any opinion as to the laws of any jurisdiction other
than the laws of the State of Delaware.
Based on and subject to the foregoing and to the other qualifications
and limitations set forth herein, we are of the opinion that the Trust
Preferred Securities of Fleet Capital Trust, when the Declaration of Fleet
Capital Trust is duly executed and delivered by the parties thereto and the
terms of the Trust Preferred Securities are established in accordance with
the terms of the Declaration of Fleet Capital Trust, will be duly authorized
for issuance and, when issued, executed and authenticated in accordance with
the Declaration of Fleet Capital Trust and delivered and paid for as
contemplated by the Registration Statement, will be validly issued, fully
paid and nonassessable, representing undivided beneficial interests in the
assets of Fleet Capital Trust; and the holders of Trust Preferred Securities
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We bring to your attention,
however, that the holders of Trust Preferred Securities of Fleet Capital
Trust may be obligated, pursuant to the Declaration of Fleet Captial Trust,
to (i) provide indemnity and/or security in connection with and pay taxes or
governmental charges arising from transfers of Trust Pre-
<PAGE>
Fleet Capital Trust III
Fleet Financial Group, Inc.
January 26, 1998
Page 4
ferred Securities and (ii) provide security and indemnity in connection with
the requests of or directions to the Institutional Trustee of Fleet Capital
Trust to exercise its rights and powers under the Declaration of Fleet
Capital Trust.
This opinion is furnished to you solely for your benefit in
connection with the filing of the Registration Statement and, except as set
forth below, is not to be used, circulated, quoted or otherwise referred to
for any other purpose or relied upon by any other person for any purpose
without our prior written consent. We hereby consent to the use of our name
under the heading "Legal Matters" in the prospectus which forms a part of the
Registration Statement. We also hereby consent to the filing of this opinion
with the Commission as an exhibit to the Registration Statement. In giving
this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder. This opinion is
expressed as of the date hereof unless otherwise expressly stated, and we
disclaim any undertaking to advise you of any subsequent changes in the facts
stated or assumed herein or of any subsequent changes in applicable law.
Very truly yours,
SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
<PAGE>
Exhibit 23(c)
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, and to the
reference to our firm under the heading "Experts" in the Prospectus included
in the Registration Statement (Registration No. 333-15435) filed with
the Securities & Exchange Commission (the "Commission") on November 1, 1996,
as amended by Amendment No. 1 to Form S-3 filed with the Commission on
November 6, 1996 and Amendment No. 2 to Form S-3 filed with the Commission on
December 4, 1996, which is incorporated herein by reference.
KPMG Peat Marwick LLP
Boston, Massachusetts
January 26, 1998
