Registration Statement No. _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM S-8
Registration Statement Under the Securities Act of 1933
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FLEET FINANCIAL GROUP, INC.
(Exact name of issuer as specified in its articles)
Rhode Island 05-0341324
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
One Federal Street
Boston, Massachusetts 02110
(617) 346-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Fleet Financial Group, Inc. Directors Deferred Compensation and
Stock Unit Plan
(Full Title of the Plan)
William C. Mutterperl, Esq.
Executive Vice President and General Counsel
Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
(617) 346-4000
(Name, address, including zip code, and telephone
number, including area code, of agent for service of process)
Copy to:
William F. Robinson, Esq.
Fleet Financial Group, Inc.
75 State Street
Boston, MA 02109
(617) 346-4000
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
Approximate Date of Commencement of Proposed Sale to Public: From time to time
after the effective date of this Registration Statement.
Exhibit Index on Page 10
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (**) Offering Price Fee
- --------------------------------------------------------------------------------
Common Stock
(par value $.01)* 200,000 shs. $42.16 $8,432,000 $2,344.00
- --------------------------------------------------------------------------------
(*) Including preferred share purchase rights.
(**) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee, based on the average of the high and low prices
of the Registrant's Common Stock as reported by the New York Stock
Exchange on November 30, 1998.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by Fleet Financial Group, Inc.
(the "Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:
(a) The Registrant's latest Annual Report filed on Form 10-K for the year
ended December 31, 1997; and
(b) Quarterly reports filed on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998.
(c) Current reports filed on Form 8-K dated January 15, 1998, January 15,
1998, January 26, 1998, February 2, 1998, March 4, 1998, March 6,
1998, March 30, 1998, April 15, 1998, April 28, 1998, May 5, 1998, May
20, 1998, July 7, 1998, July 15, 1998, September 25, 1998 and October
21, 1998; and
(d) The description of the Registrant's common stock contained in a
Registration Statement filed by Industrial National Corporation
(predecessor to the Registrant) on Form 8-B dated May 29, 1970, and
any amendment or report filed for the purpose of updating such
descriptions; and
(e) The description of the Preferred Share Purchase Rights contained in
the Registrant's Registration Statement on Form 8-A dated November 29,
1990 (as amended by an Amendment to Application or Report on Form 8-A
dated September 6, 1991 and a Form 8-A/A dated March 17, 1995).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of common stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered hereby will be passed upon for the
Registrant by Edwards & Angell, One Hospital Trust Plaza, Providence, Rhode
Island 02903. V. Duncan Johnson, Esq., a partner of Edwards & Angell, is a
director of Fleet National Bank, a wholly-owned subsidiary of the Registrant,
and beneficially owns 4,052 shares of common stock.
Item 6. Indemnification of Directors and Officers.
The Registrant's By-laws provide for indemnification to the extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law.
Such section, as adopted by the By-laws, requires the Registrant to indemnify
directors, officers, employees or agents against judgments, fines, reasonable
costs, expenses and counsel fees paid or incurred in connection with any
proceeding to which such director, officer, employee or agent or his legal
representative may be a party (or for testifying when not a party) by reason of
his being a director, officer, employee or agent, provided that such director,
officer, employee or agent shall have acted in good faith and shall have
reasonably believed (a) if he was acting in his official capacity that his
conduct was in the Registrant's best interests, (b) in all other cases that his
conduct was at least not opposed to its best interests, and (c) in the case of
any criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. The Registrant's By-laws provide that such rights to indemnification
are contracts rights and that the expenses incurred by an indemnified person
shall be paid in advance of a final disposition of any proceeding, provided,
however, that if required under applicable law, such person must deliver a
written affirmation that he has met the standards of care required under such
provisions to be entitled to indemnification and provides an undertaking by or
on behalf of such person to repay all amounts advanced if it is ultimately
determined that such person is not entitled to indemnification. With respect to
possible indemnification of directors, officers and controlling persons of the
Registrant for liabilities arising under the Securities Act of 1933 (the "Act")
pursuant to such provisions, the Registrant is aware that the Securities and
Exchange Commission has publicly taken the position that such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement (or the most recent post-effective
amendment thereto); and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, a copy of the Registrant's annual report to shareholders for its last
fiscal year, unless such person otherwise has received a copy of such report, in
which case the Registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report upon written request from the
person.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by itself is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<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-8 and has duly caused this Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Boston, and Commonwealth of Massachusetts, on
November 16, 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
Registration Statement has been signed by the following persons in the
capacities indicated on November 16, 1998.
Signature Title
/s/Terrence Murray Chairman, Chief Executive
------------------------------------- Officer and Director
Terrence Murray
/s/Eugene M. McQuade Vice Chairman and
------------------------------------- Chief Financial Officer
Eugene M. McQuade
/s/Robert C. Lamb, Jr. Controller and Chief Accounting
------------------------------------- Officer
Robert C. Lamb, Jr.
/s/Joel B. Alvord Director
-------------------------------------
Joel B. 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.
Director
--------------------------------------
Kim B. Clark
/s/John T. Collins Director
-------------------------------------
John T. Collins
/s/James F. Hardymon Director
-------------------------------------
James F. Hardymon
/s/Marian L. Heard Director
-------------------------------------
Marian L. Heard
/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/Thomas C. Quick Director
-------------------------------------
Thomas C. Quick
/s/Lois D. Rice Director
-------------------------------------
Lois D. Rice
/s/John R. Riedman Director
-------------------------------------
John R. Riedman
/s/Thomas M. Ryan Director
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Thomas M. Ryan
/s/Samuel O. Thier Director
-------------------------------------
Samuel O. Thier
/s/Paul R. Tregurtha Director
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Paul R. Tregurtha
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER EXHIBIT NUMBER
4.1 Fleet Financial Group, Inc. Directors Deferred 11
Compensation and Stock Unit Plan
4.2 Restated Articles of Incorporation of the N/A
Registrant (incorporated by reference to Exhibit
3(a) of Fleet's Form 10-K Annual Report for the
fiscal year ended December 31, 1995)
4.3 Bylaws of the Registrant (incorporated by N/A
reference to Exhibit 3(b) of Fleet's Form 10-K
Annual Report for the fiscal year ended
December 31, 1995)
5 Opinion of Edwards & Angell 26
23.1 Consent of KPMG Peat Marwick LLP 28
23.2 Consent of Edwards & Angell (included in Opinion N/A
filed as Exhibit 5)
Exhibit 4.1
FLEET FINANCIAL GROUP, INC.
DIRECTORS DEFERRED COMPENSATION AND STOCK UNIT PLAN
(Effective December 17, 1997)
Section 1. Purpose
Fleet Financial Group, Inc. (the "Company") has established, pursuant to
resolutions adopted on December 17, 1997, the Directors Deferred Compensation
and Stock Unit Plan (the "Plan") to assist the Company in recruiting and
retaining highly qualified directors and to strengthen the commonality of
interest between directors and shareholders by enabling eligible members of the
Board of Directors (the "Board") to defer receipt of certain amounts of
compensation, as hereinafter described. The Plan hereby amends, restates and
continues all of the existing deferred compensation agreements, arrangements and
understandings for its current non-employee directors (the "Prior
Arrangements"), effective as of December 17, 1997. The Plan supersedes and
replaces all Prior Arrangements.
Section 2. Effective Date
The effective date of the Plan is December 17, 1997, except as otherwise
provided herein. Amendments to the Plan, if any, shall become effective when
adopted by the Human Resources and Planning Committee, or any successor
committee, of the Board (the "Committee") in accordance with the provisions of
Section 20.
Section 3. Definitions
(a) "Account" shall have the meaning set forth in Section 7.
(b) "Annual Equity Award" shall have the meaning set forth in Section
8(a).
(c) "Annual Retainer" shall mean the amount that a director is entitled to
receive for serving as a director for a calendar year, as determined
from time to time by the Committee. As of the effective date of this
Plan, the Annual Retainer is set at $40,000.
(d) "Beneficiary Form" shall have the meaning set forth in Section 12(b).
(e) "Board" shall have the meaning set forth in Section 1.
(f) "Chairman Fees" shall have the meaning set forth in Section 8(d).
(g) "Change of Control" shall mean: (a) the acquisition, other than from
the Company, by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) of beneficial ownership (within the
meaning of Rule l3d-3 promulgated under the Exchange Act) of 25% or
more of the then outstanding shares of common stock of the Company
(the "Outstanding Company Common Stock"); provided, however , that any
acquisition by the Company or its subsidiaries, or any employee
benefit plan (or related trust) of the Company or its subsidiaries, of
25 % or more of the Outstanding Company Common Stock shall not
constitute a Change of Control; and further provided, however, that
any acquisition by a corporation with respect to which, following such
acquisition, more than 50% of the then outstanding shares of common
stock of such corporation is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Company
Common Stock immediately prior to such acquisition in substantially
the same proportion as their ownership immediately prior to such
acquisition of the Outstanding Company Common Stock, shall not
constitute a Change of Control; or (b) individuals who, as of the date
of this Agreement, constitute the Board (the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board,
provided that any individual becoming a director subsequent to the
date of this Agreement whose election, or nomination for election by
the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose
initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors
of the Company (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act); or (c) consummation of a
reorganization, merger, consolidation, sale or other disposition of
all or substantially all of the assets of the Company (a "Business
Combination"), in each case, with respect to which all or
substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Company Common Stock immediately
prior to such Business Combination do not, following such Business
Combination, beneficially own, directly or indirectly, more than 50%
of the then outstanding shares of common stock of the corporation
resulting from such a Business Combination (including, without
limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries); or (d) approval by the
stockholders of the Company of a complete liquidation or dissolution
of the Company.
(h) "Committee" shall have the meaning set forth in Section 2.
(i) "Common Stock" shall mean Fleet Financial Group, Inc. Common Stock,
$.01 par value per share.
(j) "Company" shall have the meaning set forth in Section 1.
(k) "Deferral Election" shall have the meaning set forth in Section 8(f).
(l) "Deferral Election Form" shall have the meaning set forth in Section
8(f).
(m) "Deferred Compensation" shall have the meaning set forth in Section
12(b).
(n) "Deferred Stock Units" shall represent the right to receive the
specified number of Shares from the Company on the date or dates
specified in the applicable Distribution Election Form.
(o) "Delegatee" shall have the meaning set forth in Section 4.
(p) "Distribution Election" shall have the meaning set forth in Section
8(h).
(q) "Distribution Election Form" shall have the meaning set forth in
Section 8(h).
(r) "Eligible Director" shall mean any director of the Company who is not
an officer or employee of the Company or any subsidiary thereof.
(s) "Fair Market Value" shall mean, with respect to any date, the closing
price of the Common Stock as reported on the New York Stock Exchange
Composite Tape on such date or, if such date is not a business day of
the New York Stock Exchange, the closing price of the Common Stock as
reported on the New York Stock Exchange Composite Tape on the last
completed New York Stock Exchange business day prior to such date.
(t) "Fees" shall mean, collectively, the Annual Retainer, the Chairman
Fees, and the Meeting Fees.
(u) "Fixed Rate" shall have the meaning set forth in Section 10(b).
(v) "Fixed Rate Account" shall have the meaning set forth in Section 12.
(w) "Mandatory Annual Retainer Amount" shall have the meaning set forth in
Section 8(b).
(x) "Meeting Fees" shall have the meaning set forth in Section 8(e).
(y) "Phantom Stock Account" shall have the meaning set forth in Section
9(b).
(z) "Phantom Stock Rate" shall have the meaning set forth in Section
10(c).
(aa) "Plan" shall have the meaning set forth in Section 1.
(bb) "Plan Year" shall mean January 1 through December 31.
(cc) "Prior Arrangements" shall have the meaning set forth in Section 1.
(dd) "Retainer Balance" shall have the meaning set forth in Section 8(c).
(ee) "Retirement Plans" shall mean all retirement or other pension plans of
the Company or any subsidiary thereof in which any Eligible Director
is or was a participant and under which such Eligible Director is or
was entitled to receive any benefit.
(ff) "Shares" shall have the meaning set forth in Section 6.
(gg) "Stock Unit Account" shall have the meaning set forth in Section 12.
Section 4. Administration and Participant Acknowledgment
The Plan will be administered by the Committee, whose construction and
interpretation of the terms and provisions of the Plan shall be final and
conclusive. No member of the Committee who is an Eligible Director may vote or
otherwise participate in any decision or act with respect to a matter relating
solely to himself or herself (or to his or her beneficiaries). Each Eligible
Director, by participating in the Plan, thereby acknowledges that he or she
consents to the terms of the Plan.
The Committee, in its sole discretion, may delegate by written resolution
certain of its duties, responsibilities and powers (including, without
limitation, its power to amend the Plan) to a senior officer or officers of the
Company, each acting singly (each a "Delegatee"). For purposes of the Plan, any
action taken by any Delegatee of the Committee will be considered to have been
taken by the Committee. No Committee member or Delegatee shall be liable for any
action or determination under the Plan made in good faith. The Company agrees to
indemnify and to defend to the fullest possible extent permitted by law any
member of the Committee and any Delegatee (including any person who formerly
served as a member of the Committee or as a Delegatee) against all liabilities,
damages, costs and expenses (including attorneys' fees and amounts paid in
settlement of any claims approved by the Company) occasioned by any act or
omission to act in connection with the Plan, if such act or omission to act is
or was made in good faith.
Section 5. Eligibility
Any Eligible Director is eligible to participate in the Plan.
Section 6. Stock Subject to the Plan
Shares issuable under the Plan shall be shares of the Company's Common
Stock, which are held in the Company's treasury (the "Shares"). The Company will
maintain a sufficient number of Shares of Common Stock in its treasury to
satisfy its obligations hereunder.
Section 7. Deferred Compensation Account; Statement of Account
The Committee will establish and maintain a separate Account for each
Eligible Director reflecting the amounts due to such Eligible Director under the
Plan. Each Account will consist of up to three subaccounts, the Phantom Stock
Account, the Fixed Rate Account, and the Stock Unit Account (collectively, the
"Account"), to reflect the value of the measuring investments selected by such
Eligible Director pursuant to the Plan. From time to time, and at least
quarterly, the Committee will adjust each Eligible Director's Account (i) to
credit the amount which the Eligible Director has elected to defer under the
Plan, and (ii) to reflect increases or decreases in the value of the Account as
a result of the measuring investments described under Section 10. An Eligible
Director's Account will continue to be adjusted under this Section 7 until the
entire amount has been paid to the Eligible Director or his or her beneficiary.
An Eligible Director's Account will also be adjusted to reflect benefit payments
and withdrawals made in accordance with the terms of the Plan. Such adjustments
will be made at such time and in such manner as the Committee shall determine.
Statements will be sent to each Eligible Director promptly following the close
of each calendar quarter as to the estimated value of his or her Account as of
the end of the preceding calendar quarter.
Section 8. Award of Deferred Stock Units and Deferral Election
Commencing April 15, 1998, each Eligible Director shall be eligible to
defer certain portions of his or her compensation (as described in this Section
8) in the form of Deferred Stock Units or into a Fixed Rate Account. For the
period from December 17, 1997 through (but not including) April 15, 1998 any
Fees deferred pursuant to the Plan must be deferred into a Fixed Rate Account or
into a Phantom Stock Account (or a combination thereof) in accordance with
Section 10.
(a) Annual Equity Award. Each Eligible Director shall receive, on the date
of the annual meeting in each year (or such alternative date as the Committee
may approve), Deferred Stock Units with a value upon grant equal to 50% of the
then current Annual Retainer (the "Annual Equity Award"). The Annual Equity
Award is in addition to the Mandatory Annual Retainer Amount described in
Section 8(b) below.
(b) Mandatory Annual Retainer Amount. Commencing April 15, 1998 with
respect to the Annual Retainer payable for the remainder of 1998 and in each
year thereafter with respect to the Annual Retainer for such year, each Eligible
Director shall receive 25 % of his or her Annual Retainer in the form of
Deferred Stock Units (the "Mandatory Annual Retainer Amount") as provided
hereunder.
(c) Elective Annual Retainer Amount. Commencing April 15, 1998 with respect
to the remaining 75 % of his or her Annual Retainer (the "Retainer Balance")
payable for the remainder of 1998 and in each year thereafter with respect to
the Retainer Balance for such year, each Eligible Director may elect to defer
all or a portion of the Retainer Balance in the form of Deferred Stock Units,
into a Fixed Rate Account, or into a combination thereof by so specifying on the
Deferral Election Form.
(d) Elective Chairman Fees Amount. Commencing April 15, 1998 with respect
to the fees that he or she receives for serving as a chairman or co-chairman of
a committee of the Board (the "Chairman Fees") for the remainder of 1998 and in
each year thereafter with respect to the Chairman Fees for such year, each
Eligible Director may elect to defer some or all of the Chairman Fees in the
form of Deferred Stock Units, into a Fixed Rate Account, or into a combination
thereof, by so specifying on the Deferral Election Form.
(e) Elective Meeting Fees Amount. Commencing April 15, 1998 with respect to
the fees that he or she receives for attending meetings of the Board (the
"Meeting Fee"), which term shall include any fees received for attending
meetings of one or more committees of the Board, for the remainder of 1998 and
in each year thereafter with respect to the Meeting Fees for such year, each
Eligible Director may elect to defer some or all of the Meeting Fees in the form
of Deferred Stock Units, into a Fixed Rate Account, or into a combination
thereof by so specifying on the Deferral Election Form.
(f) Deferral Election. Eligible Directors must complete and execute an
election to defer receipt of Fees (a "Deferral Election") in the form required
by the Committee from time to time (the "Deferral Election Form") and deliver it
to the Secretary of the Company on or before December 31 of the year prior to
the year for which such Deferral Election will take effect (or prior to April
15, 1998 solely with respect to Deferral Elections for the remainder of 1998).
The Deferral Election Form shall specify the portion of the Fees to be deferred
and the subaccount(s) of the Account in which such deferred Fees will be held. A
Deferral Election once made is irrevocable and may not be changed with respect
to the Fees earned in such year and the choice of subaccount(s) of the Account
into which such deferred Fees will be held. Future Deferral Elections with
respect to Fees to be earned in future years may specify a different choice of
subaccount(s) into which such future years' deferred Fees will be held but any
such change in an Eligible Director's Deferral Election will not effect such
Eligible Director's previously deferred Fees.
(g) Deferral Election During a Plan Year. Any Eligible Director who becomes
an Eligible Director during a Plan Year may make a Deferral Election for the
remainder of the Plan Year within thirty (30) days after taking office in which
case the Deferral Election will be effective for the remainder of the Plan Year.
A nominee for director may make a Deferral Election prior to his or her
election.
(h) Distribution Election. Eligible Directors must complete and execute an
election form to choose the method of distribution of the Deferred Compensation
held in such Eligible Director's Account (the "Distribution Election") in the
form required by the Committee from time to time (the "Distribution Election
Form") and deliver it to the Secretary of the Company within thirty (30) days
after becoming an Eligible Director (or prior to April 15, 1998 for Director's
who became Eligible Directors prior to April 15, 1998). The Distribution
Election Form shall specify the method of distributing such Eligible Director's
Deferred Compensation. A Distribution Election once made is irrevocable unless
the Committee consents in writing to a superseding Distribution Election, which
is completed at least one year prior to an Eligible Director's cessation of
service on the Board..
Section 9. Conversion of Retirement Plan Benefits and Phantom Stock Account
Balance
(a) Retirement Plan Benefits. The accrued benefit owing to each Eligible
Director under the Company's Retirement Plans as of December 31, 1997 may, at
the election of such Eligible Director, be converted into Deferred Stock Units
by delivering to the Secretary of the Company prior to April 15, 1998 a
conversion election form relating to such benefits. The number of Deferred Stock
Units credited in exchange for the accrued benefit will equal the net present
value of the accrued benefit divided by the Fair Market Value of the Company's
Common Stock on April 15, 1998. Any benefit owing under the Company's Retirement
Plans not converted into Deferred Stock Units will continue to be governed by
the terms and conditions of the applicable Retirement Plan.
(b) Phantom Stock Account Balance. The value of the phantom stock account
(the "Phantom Stock Account") balance as of April 15, 1998 payable in cash upon
retirement to each Eligible Director may, at the election of such Eligible
Director, be converted into Deferred Stock Units by delivering to the Secretary
of the Company, prior to April 15, 1998, a conversion election form relating to
such Phantom Stock Account. The number of Deferred Stock Units credited in
exchange for such Phantom Stock Account balance will equal the balance in the
Phantom Stock Account divided by the Fair Market Value of the Company's Common
Stock on April 15, 1998. With respect to the balance of each Eligible Director's
Phantom Stock Account not converted into Deferred Stock Units, the Eligible
Director's selection of the Phantom Stock Rate shall continue in full force and
effect.
(c) Determination of Value of Unconverted Phantom Stock Account Balances.
For purposes of calculating the value of any Phantom Stock Account not converted
into Deferred Stock Units, such account will continue to be credited based upon
the Phantom Stock Rate.
Section 10. Measuring Investments
(a) Election of Measuring Investment. For deferral of Fees prior to April
15, 1998, each Eligible Director may elect to defer such fees into a Fixed Rate
Account or a Phantom Stock Account. Commencing April 15, 1998 each Eligible
Director may elect to defer Fees as Deferred Stock Units or into a Fixed Rate
Account and each Deferral Election Form shall specify the portion of the Fees
deferred that are to be credited to a Fixed Rate Account and the portion to be
deferred as Deferred Stock Units.
(b) Determination of Fixed Rate. The Committee shall from time to time
establish annual fixed rate factors (the "Fixed Rate"). The initial Fixed Rate
shall be the highest fixed rate in effect from time to time for deferral amounts
under the Company's Executive Deferred Compensation Plan No. 2 (1997
Restatement), as amended from time to time. The Fixed Rate will be applied to
each Eligible Director's Account at such time and in such manner as the
Committee shall determine and may be changed from time to time by the Committee.
Notwithstanding the foregoing provisions of this Section 10 or any other
provision of the Plan to the contrary, following a Change of Control of the
Company, the Fixed Rate to be applied under this Section 10 to increase the
balance of the Eligible Director's Account (as determined under the provisions
of the Plan in effect immediately prior to such Change of Control), for the
period beginning on the date of such Change of Control and ending on the date
that the entire amount of the Eligible Director's Account has been paid to the
Eligible Director or his or her beneficiary, shall not be less than the Fixed
Rate being applied under this Section 10 to deferral amounts under the Eligible
Director's Account under the provisions of the Plan in effect immediately prior
to such Change of Control.
(c) Determination of Phantom Stock Rate. The stock equivalent measurement
(the "Phantom Stock Rate") will be a rate equal to (a)(i) the sum of (or the
difference between) (x) the mean of the high and low sales prices of the
Company's Common Stock as reported on the New York Stock Exchange Composite Tape
on the first business day of any fiscal quarter plus (y) the aggregate amount of
any cash dividends or other distributions paid on the Company's Common Stock as
of the first business day of any fiscal quarter, minus (ii) the mean of the high
and low sales prices of the Company's Common Stock as reported on the New York
Stock Exchange Composite Tape on the first business day of the prior fiscal
quarter (the "prior stock price"), divided by (b) the prior stock price.
Section 11. Dividends and Distributions
Whenever a cash dividend or any other distribution is paid with respect to
the Common Stock, each Eligible Director shall be entitled to receive an
additional number of Deferred Stock Units equal to the number of Shares,
including fractional Shares (up to three decimal places), that could have been
purchased had such dividend or other distribution been paid on each Share
underlying the then outstanding Deferred Stock Units in the Eligible Director's
Account (on the record date for such dividend or distribution) and the amount of
such dividend or value of such other distribution been used to acquire
additional Shares at their Fair Market Value on the date such dividend or other
distribution is paid. The value of a distribution of any property other than
cash on or related to the Shares shall, at the option of the Committee, be
either determined by the Committee or independently established.
Section 12. Terms, Conditions and Form of Deferral
Amounts deferred under the Plan that are to be credited with a Fixed Rate
shall be evidenced by a bookkeeping account record (the "Fixed Rate Account"),
amounts deferred under the Plan that are to be credited with the Phantom Stock
Rate shall be evidenced by a Phantom Stock Account, and amounts deferred as
Deferred Stock Units shall be evidenced by a bookkeeping account record (the
"Stock Unit Account") in accordance with Section 7 in such form as the Committee
shall from time to time approve, which shall be subject to the following terms
and conditions:
(a) Timing of Deferrals. Subject to Section 24, the Annual Equity Award and
any Fees deferred, whether mandatory or elective, shall be credited to the
appropriate subaccount of the Account on the date such Annual Equity Award and
such Fees are earned, as described below. The number of Deferred Stock Units
credited to the Stock Unit Account shall be equal to the number (including
fractional amounts up to three decimal places) obtained by dividing the dollar
value of the portion of the applicable Fees or Annual Equity Award by the Fair
Market Value of the Common Stock on the date that such Fee or Annual Equity
Award is earned, as described below. One quarter of the Annual Retainer and one
quarter of the annual Chairman Fees will be earned on the first day of each
calendar quarter. Meeting Fees will be earned on the date of the meeting or, in
the case of a committee meeting held in conjunction with a Board meeting, on the
date of the related Board meeting. The Annual Equity Award will be earned on the
date of the Company's annual meeting in such year, or such alternative date as
the Committee may approve.
(b) Payment Upon Death. In the event of an Eligible Director's death, the
balance owing in such Eligible Director's Account (the "Deferred Compensation")
shall be payable to the designated beneficiary or beneficiaries in accordance
with such Eligible Director's Distribution Election. An Eligible Director may
elect to designate one or more beneficiaries to receive his or her Deferred
Compensation in the event of such director's death. In order to designate a
beneficiary or beneficiaries, such director must complete and deliver to the
Secretary of the Company a written form (the "Beneficiary Form") on which he or
she makes such designation. Such a designation will become effective when
received by the Secretary of the Company. The designation shall be irrevocable
unless modified or revoked as provided in this subsection. In order to modify or
revoke a designation, an Eligible Director must complete and deliver to the
Committee a new Beneficiary Form bearing a later date. Payments to a beneficiary
under this Section 12 will be made commencing in January of the year following
the year that the Company is notified of such director's death. If the director
shall die without making a designation (or if a designated beneficiary does not
survive the Eligible Director), the Deferred Compensation shall be payable to
the Eligible Director's estate in one lump sum following notification to the
Company of such director's death.
Section 13. Period of Deferral
An Eligible Director may elect in his or her Distribution Election Form to
defer receipt of compensation until his or her termination of service as a
director of the Company. If such a deferral is elected, distribution of balances
in an Eligible Director's Account will commence in January of the year following
the year in which such Eligible Director ceases to serve on the Company's Board.
Section 14. Form of Payment and Method of Delivery
Delivery of Shares (but not fractional Shares, which fractional amount will
be payable in cash) representing the Deferred Stock Units and delivery of cash
representing balances in the Fixed Rate Account and the Phantom Stock Account
will be made to an Eligible Director in accordance with his or her Distribution
Election or, if no election applies, in January of the year following the year
in which such Eligible Director ceases to serve on the Board. An Eligible
Director may elect to receive amounts due under the Plan either in (a) a lump
sum, or (b) a number of annual installments (not to exceed 10) as specified by
that Eligible Director in his or her Distribution Election Form. If installment
payments are specified, annual installments will be paid in January of each year
such an installment payment is due.
Section 15. Effect of Election; Hardship Withdrawals
All elections to defer compensation shall be irrevocable; provided,
however, that a director may request early payment of all or a portion of the
amounts deferred only upon a showing of severe financial hardship as a result of
an unanticipated emergency, as determined by the Committee in its sole
discretion. If a hardship election is approved by the Committee, then payment of
the amount approved by the Committee for early payment shall be made within
thirty (30) days of such approval.
Section 16. Adjustment Provisions
(a) Recapitalizations. If, as a result of any recapitalization or
reclassification of the Common Stock, or any stock dividend, stock split,
reverse stock split or other similar transaction, (i) the outstanding shares of
Common Stock are increased or decreased or are exchanged for a different number
or kind of shares or other securities of the Company, or (ii) additional shares
or new or different shares or other securities of the Company or other non-cash
assets of the Company are distributed with respect to such shares of Common
Stock or other securities, an appropriate and proportionate adjustment may be
made in (x) the kind of shares reserved for issuance under the Plan and (y) the
number and kind of shares or other securities subject to any then outstanding
Deferred Stock Unit under the Plan. In the event of any other extraordinary
dividend or distribution, whether in stock, cash or other property, or a
spinoff, split up or other extraordinary transaction, the number of shares
issuable under this Plan shall be subject to such adjustment as the Committee
may deem appropriate, and the number of shares issuable pursuant to any Deferred
Stock Unit theretofore granted shall be subject to such adjustment as the
Committee may deem appropriate with a view toward preserving the value of such
Deferred Stock Unit.
(b) Change of Control. In the event of a Change of Control of the Company
after which an Eligible Director does not continue on the board of directors of
the Company or the surviving company of the Change of Control transaction, such
Eligible Director's Deferred Compensation shall become due and payable. The
distribution of balances in such Eligible Director's Account will commence in
January of the year following the year in which such Eligible Director ceases to
serve on the board of directors of the Company or any successor company.
Section 17. Taxes
All distributions under the Plan shall be subject to reduction for
applicable tax withholding obligations. Tax withholding obligations incurred in
connection with the distribution of Shares pursuant to the Plan may be satisfied
by an Eligible Director by directing the Company to withhold Shares having a
Fair Market Value equal to the applicable tax withholding obligation.
Section 18. Director's Rights Unsecured
The right of any director to receive future payments under the provisions
of the Plan shall be an unsecured, contractual claim against the general assets
of the Company. The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any segregation of assets for
the payment of any amounts under the Plan. An Eligible Director shall have no
right on account of the Plan in or to any specific assets of the Company. The
obligations of the Company hereunder shall be binding upon its successors and
assigns, whether by merger, consolidation or acquisition of all or substantially
all of its business or assets.
Section 19. Limitation of Rights
(a) No Right to Continue as Director. Neither the Plan, nor the granting of
a Deferred Stock Unit or any other Deferred Compensation nor any other action
taken pursuant to the Plan, shall constitute or be evidence of any agreement or
understanding, expressed or implied, that the Company will retain a director for
any period of time. The Plan will not be deemed to constitute a contract of
employment between the Company and any Eligible Director, or to be consideration
for the employment of any Eligible Director.
(b) No Shareholder Rights. A grantee shall have no rights as a shareholder
with respect to the Shares covered by his or her Deferred Stock Unit until the
date of the issuance to him or her of a stock certificate covering the Shares
underlying such Deferred Stock Unit.
Section 20. Amendment of the Plan
The Plan may be altered, amended, revoked or terminated by the Committee,
or any Delegatee thereof, or by the Company, in any manner and at any time;
provided, however, no such alteration, amendment, revocation or termination may
adversely affect any person then receiving benefits under the Plan without his
or her written consent; and further provided, however, following a Change of
Control of the Company, no such alteration, amendment, revocation or termination
shall reduce the amount of an Eligible Director's Account or his or her rights
to such Account as determined under the provisions of the Plan in effect
immediately prior to such Change of Control, or in any way adversely affect the
annual measuring investment factors described in Section 10, or otherwise
adversely affect the Eligible Director's benefits under the Plan, without the
written consent of the Eligible Director; and further provided, however,
following said Change of Control, the provisions of this Section 20 may not be
amended.
Section 21. Termination of the Plan
Unless earlier terminated pursuant to the terms of the Plan, the Plan shall
terminate upon the date on which all Shares available for issuance under the
Plan shall have been issued pursuant to Deferred Stock Units granted under the
Plan and all amounts owing to Eligible Directors under the Plan have been paid.
Section 22. Assignments
All Deferred Compensation owing hereunder, by its terms shall not be
transferable by the Eligible Director otherwise than by will or by the laws of
descent and distribution, or pursuant to a qualified domestic relations order
(as defined in Section 414(p) of the Internal Revenue Code of 1986, as amended
or replaced from time to time) and shall be payable during the lifetime of the
Eligible Director only to such Eligible Director or a transferee pursuant to a
qualified domestic relations order. Such Deferred Compensation will not be
subject to being taken by his or her creditors by any process whatsoever, and
any attempt to cause such interest to be so subjected will not be recognized.
Section 23. Notice
Any written notice to the Company required by any of the provisions of the
Plan shall be addressed to the Secretary of the Company and shall become
effective when it is received.
Section 24. General Restrictions
(a) Investment Representations. The Company may require any person to whom
a Deferred Stock Unit is granted, as a condition of the grant of such Deferred
Stock Unit, to give written assurances in substance and form satisfactory to the
Company to the effect that such person is acquiring the Shares underlying the
Deferred Stock Unit for his or her own account for investment and not with any
present intention of selling or otherwise distributing the same, and to such
other effects as the Company deems necessary or appropriate in order to comply
with federal and applicable state securities laws.
(b) Compliance with Securities Law. The settlement of each Deferred Stock
Unit shall be subject to the requirements that if, at any time, counsel to the
Company shall determine that the listing, registration or qualification of the
Shares subject to such Deferred Stock Unit upon any securities exchange or under
any state or federal law is necessary as a condition of, or in connection with,
the issuance or purchase of shares thereunder, such Shares may not be issued
unless such listing, registration, qualification, consent or approval, or
satisfaction of such condition shall have been effected or obtained on
conditions acceptable to the Committee. Nothing herein shall be deemed to
require the Company to apply for or to obtain listing, registration or
qualification, or to satisfy such condition.
Section 25. Special Provisions for Eligible Directors Covered by Prior
Arrangement
Notwithstanding any provision of the Plan to the contrary, the following
special rules shall apply to each Eligible Director covered by a Prior
Arrangement on December 17, 1997.
(a) Forms, Consents, etc. In order to participate in the Plan, such
Eligible Director may be required to complete such Deferral Election and
Distribution Election or other forms or consents as the Committee shall
prescribe; and
(b) Termination of Prior Arrangements. As of December 17, 1997, such
Eligible Director's Account under the Plan shall be credited with an amount
equal to the amount of his or her account or accounts under the Prior
Arrangements and the Company shall have no further liability or obligations
under said Prior Arrangements.
Section 26. Governing Law
The Plan shall be construed in accordance with the laws of the State of
Rhode Island without giving effect to the conflict of laws provisions therein to
the extent those laws are not preempted by the Employee Retirement Income
Security Act of 1974, as amended.
Adopted by the Human Resources and Planning
Committee of the Board of Directors as of
December 17, 1997
------------------------------------------------
William C. Mutterperl
General Counsel
Exhibit 5
November 17, 1998
Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02110
RE: Fleet Financial Group, Inc.
Directors Deferred Compensation and Stock Unit Plan
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Fleet Financial Group, Inc. (the "Company") with the
Securities and Exchange Commission on November 17, 1998 in connection with the
registration under the Securities Act of 1933, as amended of 200,000 additional
shares of the Company's Common Stock, $.01 par value, including the associated
preferred share purchase rights (the "Common Stock"), to be issued pursuant to
the Company's Directors Deferred Compensation and Stock Unit Plan (the "Plan").
We have served as counsel for the Company and, as such, have assisted in
the organization thereof under the laws of the State of Rhode Island and are
familiar with all corporate proceedings since its organization. We have examined
the following documents and records:
1. The Restated Articles of Incorporation of the Company, as amended;
2. The By-Laws of the Company, as amended;
3. The Plan;
4. All corporate minutes and proceedings of the Company relating to the
Plan and the issuance of the Common Stock being registered under the
Registration Statement; and
5. The specimen certificate of Common Stock.
We have also examined such further documents, records and proceedings as we
have deemed pertinent n connection with the issuance of said Common Stock. In
our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the completeness and authenticity of all documents
submitted to us as originals, and the conformity to the originals of all
documents submitted to us as certified, photostatic or conformed copies and the
validity of all laws and regulations.
We are qualified to practice law in the State of Rhode Island and we do not
purport to express any opinion herein concerning any law other than the laws of
the State of Rhode Island and the federal law of the United States.
Based upon such examination, it is our opinion that the Common Stock being
registered by the Registration Statement, when issued and paid for as
contemplated by the Plan, will be legally issued, fully paid and non-assessable.
V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet
National Bank, a subsidiary of the Company, and beneficially owns 4,052 shares
of Common Stock.
We hereby consent to the use of our name in and the use of this opinion in
connection with the Registration Statement and all amendments thereto.
Very truly yours,
EDWARDS & ANGELL
By:/s/Laura N. Wilkinson
----------------------------------
Laura N. Wilkinson
Partner
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Fleet Financial Group, Inc.:
We consent to the use of our report incorporated in the accompanying Form S-8
Registration Statement by reference to Form 8-K dated May 5, 1998.
KPMG Peat Marwick LLP
Boston, Massachusetts
November 17, 1998
