<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1998
REGISTRATION NO. 333-43625
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
FLEET FINANCIAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
RHODE ISLAND 05-0341324
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION
NO.)
</TABLE>
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
(617) 292-2000
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF THE
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
WILLIAM C. MUTTERPERL, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FLEET FINANCIAL GROUP, INC.
One Federal Street
Boston, Massachusetts 02110
(617) 292-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
--------------------------
COPY TO:
LAURA N. WILKINSON, ESQ.
EDWARDS & ANGELL
One Hospital Trust Plaza
Providence, Rhode Island 02903
(401) 274-9200
Approximate date of commencement of proposed sale to the public: At such
time or times as may be determined by the Selling Stockholders after this
Registration Statement becomes effective.
If the only securities being registered on this Form are being 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, 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 statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registrations statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PROSPECTUS
93,168 SHARES
[LOGO]
COMMON STOCK
$.01 PAR VALUE
------------------
This Prospectus relates to 93,168 shares of Common Stock, $.01 par value,
including the associated preferred share purchase rights (the "Common Stock"),
of Fleet Financial Group, Inc. ("Fleet") purchased or which may be purchased by
H. James Field, Jr. and Scott B. Laurans (the "Selling Stockholders") pursuant
to convertible promissory notes (the "Notes") granted in exchange for 35,000
shares of the issued and outstanding common stock of The Providence Group
Investment Advisory Company, a Rhode Island corporation ("Providence Group").
Specific information as to the Selling Stockholders may be found on page 3 of
this Prospectus. Fleet believes that said 93,168 shares of Common Stock may be
offered from time to time publicly by the Selling Stockholders through one or
more transactions on a national securities exchange, in the over-the-counter
market or through one or more brokers. The shares will be offered at prices
prevailing at the time of sale. On January 12, 1998, the last reported sale
price of the Common Stock as reported on the New York Stock Exchange composite
tape was $69.375 per share.
The Selling Stockholders and anyone effecting sales on behalf of the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and commissions or
discounts given may be regarded as underwriting commissions or discounts under
the Securities Act.
Fleet will not receive any of the proceeds from sales by the Selling
Stockholders.
------------------------
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT ACCOUNTS
AND ARE NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND OR THE
BANK INSURANCE FUND OF THE FDIC OR BY ANY OTHER
GOVERNMENTAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
The date of this Prospectus is January 15, 1998.
<PAGE>
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in or incorporated by reference in this
Prospectus may be considered "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. These statements relate to
future operating results of Fleet, including certain projections and business
trends of Fleet. Actual results may differ materially from those projected as a
result of certain risks and uncertainties, including but not limited to those
risks and uncertainties detailed from time to time in the filings of Fleet with
the Securities and Exchange Commission (the "Commission").
AVAILABLE INFORMATION
Fleet is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Proxy statements, reports and other information concerning Fleet can
be inspected and copied at the Commission's office at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and the Commission's
Regional Offices in New York (Suite 1300, Seven World Trade Center, New York,
New York 10048) and Chicago (Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661), and copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates or by accessing the
Commission's World Wide Web site at http://www.sec.gov. The Common Stock is
listed on the New York Stock Exchange, Inc. (the "NYSE"). Reports, proxy
material and other information concerning Fleet also may be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005. This Prospectus
does not contain all the information set forth in the Registration Statement and
Exhibits thereto which Fleet has filed with the Commission under the Securities
Act, which may be obtained from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, upon
payment of the prescribed fees, and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Fleet are incorporated
in this Prospectus by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1996.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997.
3. Current Reports on Form 8-K dated January 15, 1997, February 4, 1997,
April 16, 1997, July 16, 1997, October 15, 1997, November 10, 1997
and December 10, 1997.
4. The description of the Common Stock contained in a Registration
Statement filed by Industrial National Corporation (predecessor to
Fleet) on Form 8-B dated May 29, 1970, and any amendment or report
filed for the purpose of updating such description.
5. The description of the Preferred Share Purchase Rights contained in
Fleet's Registration Statement on Form 8-A dated November 29, 1990,
and any amendment or report filed for the purpose of updating such
description.
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.
All documents filed with the Commission by Fleet pursuant to Sections 13, 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock offered hereby are
incorporated herein by reference and such documents shall be deemed
2
<PAGE>
to be a part hereof from the date of filing of such documents. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus 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
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE,
UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN (OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS). WRITTEN REQUESTS
SHOULD BE MAILED TO INVESTOR RELATIONS DEPARTMENT, FLEET FINANCIAL GROUP, INC.,
ONE FEDERAL STREET, BOSTON, MASSACHUSETTS 02110. TELEPHONE REQUESTS MAY BE
DIRECTED TO (617) 346-4000.
FLEET FINANCIAL GROUP, INC.
Fleet is a diversified financial services company organized under the laws
of the State of Rhode Island. At September 30, 1997, Fleet was the 12th largest
bank holding company in the United States, with total assets of $83.6 billion,
total deposits of $62.9 billion and stockholders' equity of $7.2 billion.
Fleet is engaged in a general consumer and commercial banking and investment
management business throughout the states of Connecticut, Massachusetts, New
Jersey, New York, Rhode Island, Maine, New Hampshire and Florida through its
five banking subsidiaries, and also provides, through its nonbanking
subsidiaries, a variety of financial services, including mortgage banking,
asset-based lending, consumer finance, real estate financing, securities
brokerage services, capital markets services and investment banking, investment
advice and management, data processing and student loan servicing.
The principal office of Fleet is located at One Federal Street, Boston,
Massachusetts 02110, telephone number (617) 346-4000.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock will be received by the
Selling Stockholders. Fleet will not receive any of the proceeds from any sale
of Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of Common Stock by the Selling Stockholders as of the date of this
Prospectus and as adjusted to reflect the sale of the shares of Common Stock
offered hereby. Unless otherwise indicated, each of the Selling Stockholders has
sole voting and investment power with respect to the shares beneficially owned.
Messrs. Field and Laurans currently serve as directors and as Chairman and
President, respectively, of Providence Group, an indirect subsidiary of Fleet.
Mr. Field is also a director of Fleet National Bank and Fleet Trust and
Investment Services Company, National Association, each of which is a wholly
owned subsidiary of Fleet.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO THE OWNED AFTER THE
OFFERING SHARES BEING OFFERING
---------------------- SOLD IN THE ----------------------
SELLING STOCKHOLDER TOTAL PERCENT OFFERING TOTAL PERCENT
- -------------------------------------------------------------- --------- ----------- ------------- --------- -----------
<S> <C> <C> <C> <C> <C>
H. James Field, Jr............................................ 50,079 * 46,584 3,495 *
Scott B. Laurans.............................................. 47,084 * 46,584 500 *
</TABLE>
- ------------------------
* Less than 1%
3
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold from time to time by
the Selling Stockholders for their own accounts. Fleet will receive none of the
proceeds from this offering. Fleet has agreed to bear all of the expenses in
connection with the registration of the Common Stock.
Any distribution of the Common Stock by the Selling Stockholders, or by the
Selling Stockholders' pledgees, donees, transferees or other successors in
interest, may be effected from time to time in one or more of the following
transactions: (a) through underwriters who will acquire the Common Stock for
their own account and resell them in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale (any public offering price and any discount or
concessions allowed or reallowed or paid to dealers may be changed from time to
time); (b) through brokers, acting as principal or agent, in transactions (which
may involve block transactions) on the NYSE or on one or more exchanges on which
the Common Stock is then listed, in special offerings, exchange distributions
pursuant to the rules of the applicable exchanges or in the over-the-counter
market, or otherwise, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at fixed
prices; (c) directly or through brokers or agents in private sales at negotiated
prices; or (d) by any other legally available means.
The Selling Stockholders and such underwriters, brokers, dealers, or agents,
upon effecting a sale of the Common Stock, may be considered "underwriters" as
that term is defined by the Securities Act.
Underwriters participating in any offering made pursuant to this Prospectus
(as amended or supplemented from time to time) may receive underwriting
discounts and commissions, discounts or concessions may be allowed or reallowed
or paid to dealers, and brokers or agents participating in such transaction may
receive brokerage or agent's commissions or fees.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock will be sold in such jurisdictions, if required,
only through registered or licensed brokers or dealers. In addition, in certain
states the Common Stock may not be sold unless the Common Stock has been
registered or qualified for sale in such state or an exemption from registration
or qualification is available.
Fleet will inform the Selling Stockholders that the anti-manipulation rules
under the Exchange Act may apply to sales in the market and will furnish a copy
of such rules to the Selling Stockholders upon request. Fleet will also inform
the Selling Stockholders of the need for delivery of copies of this Prospectus.
EXPERTS
The consolidated financial statements of Fleet incorporated by reference in
Fleet's Annual Report on Form 10-K for the fiscal year ended December 31, 1996,
incorporated by reference herein (and elsewhere in the Registration Statement)
have been incorporated by reference herein (and elsewhere in the Registration
Statement) in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, and upon the authority of said firm as experts in
accounting and auditing.
LEGAL MATTERS
Certain legal matters in connection with the shares of Common Stock offered
hereby will be passed upon for Fleet by Edwards & Angell, Providence, Rhode
Island. V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet
National Bank, a wholly owned subsidiary of Fleet, and beneficially owns 4,052
shares of Common Stock.
4
<PAGE>
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS. IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY FLEET. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF FLEET SINCE THE DATE HEREOF. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS
Cautionary Statement Concerning Forward-Looking
Statements................................... 2
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
Fleet Financial Group, Inc. ................... 3
Use of Proceeds................................ 3
Selling Stockholders........................... 3
Plan of Distribution........................... 4
Experts........................................ 4
Legal Matters.................................. 4
</TABLE>
93,168 SHARES
[LOGO]
FLEET FINANCIAL
GROUP, INC.
----------
COMMON STOCK
PROSPECTUS
-----------------
JANUARY 15, 1998
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
4(a) --Stock Purchase Agreement between H. James Field, Jr. and Fleet National Bank
dated January 15, 1997 (previously filed).
4(b) --Stock Purchase Agreement between Scott B. Laurans and Fleet National Bank dated
January 15, 1997 (previously filed).
4(c) --Restated Articles of Incorporation of the Registrant (incorporated by reference
to Exhibit 1 of Fleet's Registration Statement on Form 8-A dated February 27,
1996).
4(d) --Bylaws of the Registrant (incorporated by reference to Exhibit 2 of Fleet's
Registration Statement on Form 8-A dated February 27, 1996).
4(e) --Rights Agreement dated as of November 21, 1990 between the Registrant and Fleet
National Bank, as amended by a First Amendment thereto dated as of March 28, 1991
and a Second Amendment thereto dated as of July 12, 1991 and a Third Amendment
thereto dated as of February 20, 1995 (incorporated by reference to Exhibit 1 to
the Registrant's Current Report on Form 8-K dated November 21, 1990, Exhibits
4(a) and 4(b) to the Registrant's Current Report on Form 8-K dated March 28, 1991
and Exhibit 99.3 to the Registrant's Current Report on Form 8-K dated February
20, 1995).
5 --Opinion of Edwards & Angell as to legality (previously filed).
23(a) --Consent of KPMG Peat Marwick LLP (previously filed).
23(b) --Consent of Edwards & Angell (included in Exhibit 5).
24 --Power of Attorney of certain officers and directors (previously filed).
</TABLE>
II-1
<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 Amendment No. 1 to
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 13, 1998.
FLEET FINANCIAL GROUP, INC.
By: /s/ WILLIAM C. MUTTERPERL
----------------------------------------
WILLIAM C. MUTTERPERL
SENIOR VICE PRESIDENT, SECRETARY AND
GENERAL COUNSEL
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Form S-3 Registration Statement has been signed by the following
persons in the capacities indicated on January 13, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- -----------------------------------------------------
<C> <S>
* Chairman, Chief Executive
------------------------------------------ Officer and Director
TERRENCE MURRAY
* Vice Chairman and
------------------------------------------ Chief Financial Officer
EUGENE M. MCQUADE
* Controller
------------------------------------------
ROBERT C. LAMB, JR.
* Director
------------------------------------------
JOEL ALVORD
* Director
------------------------------------------
WILLIAM BARNET, III
* Director
------------------------------------------
BRADFORD R. BOSS
* Director
------------------------------------------
STILLMAN B. BROWN
* Director
------------------------------------------
PAUL J. CHOQUETTE, JR.
* Director
------------------------------------------
JOHN T. COLLINS
* Director
------------------------------------------
JAMES F. HARDYMON
* Director
------------------------------------------
ROBERT M. KAVNER
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- -----------------------------------------------------
<C> <S>
* Director
------------------------------------------
RAYMOND C. KENNEDY
* Director
------------------------------------------
ROBERT J. MATURA
* Director
------------------------------------------
ARTHUR C. MILOT
* Director
------------------------------------------
THOMAS D. O'CONNOR
* Director
------------------------------------------
MICHAEL B. PICOTTE
* Director
------------------------------------------
LOIS D. RICE
* Director
------------------------------------------
JOHN R. RIEDMAN
* Director
------------------------------------------
THOMAS M. RYAN
* Director
------------------------------------------
SAMUEL O. THIER
* Director
------------------------------------------
PAUL R. TREGURTHA
</TABLE>
<TABLE>
<S> <C> <C>
*By: /s/ WILLIAM C. MUTTERPERL
----------------------------------
WILLIAM C. MUTTERPERL
SECRETARY
ATTORNEY-IN-FACT
</TABLE>
II-3
