<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C> <C>
FLEET FINANCIAL GROUP, INC. RHODE ISLAND 05-0341324
FLEET CAPITAL TRUST VI DELAWARE 04-6861970
FLEET CAPITAL TRUST VII DELAWARE 04-6861971
FLEET CAPITAL TRUST VIII DELAWARE 04-6861972
FLEET CAPITAL TRUST IX DELAWARE 04-6874162
FLEET CAPITAL TRUST X DELAWARE 04-6874161
(EXACT NAME OF ISSUER AS (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF
SPECIFIED IN ITS CHARTER) INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
</TABLE>
------------------------
ONE FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
(617) 346-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF PRINCIPAL EXECUTIVE OFFICES)
------------------------
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)
------------------------
COPIES TO:
<TABLE>
<S> <C> <C>
LAURA N. WILKINSON, ESQ. VINCENT J. PISANO, ESQ. B. ROBBINS KIESSLING, ESQ.
EDWARDS & ANGELL, LLP SKADDEN, ARPS, SLATE, CRAVATH, SWAINE & MOORE
ONE BANKBOSTON PLAZA MEAGHER & FLOM LLP WORLDWIDE PLAZA, 825 EIGHTH AVENUE
PROVIDENCE, RHODE ISLAND 02903 919 THIRD AVENUE NEW YORK, NEW YORK 10019
(401) 274-9200 NEW YORK, NY 10022 (212) 474-1000
(212) 735-3000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
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. [X]
------------------------
CALCULATION OF REGISTRATION FEE
(See next page)
------------------------
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class Amount to be offering price aggregate offering Amount of
of securities to be registered registered(1) per unit(2) price(3) registration fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities(4).......................... (5) (5) (5) (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred Stock, par value $1.00 per
share(6)(7)............................... (5) (5) (5) (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Depositary Shares(7)........................ (5) (5) (5) (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per
share(8).................................. (5) (5) (5) (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Warrants(9)................................. (5) (5) (5) (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred securities of Fleet Capital Trust
VI(11).................................... (5) (5) (5) (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred securities of Fleet Capital Trust
VII(11)................................... (5) (5) (5) (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred securities of Fleet Capital Trust
VIII(11).................................. (5) (5) (5) (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred securities of Fleet Capital Trust
IX(11).................................... (5) (5) (5) (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred securities of Fleet Capital Trust
X(11)..................................... (5) (5) (5) (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Guarantees by Fleet Financial Group, Inc. of
the above-reference preferred
securities(12)............................ (5) (5) (5) (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Junior Subordinated Debentures of Fleet
Financial Group, Inc.(11)................. (5) (5) (5) (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Total............................... $2,000,000,000(10) 100% $2,000,000,000(10) $556,000
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also registers, where required, an
indeterminate amount of securities to be sold by affiliates of the
Registrant in market-making transactions.
(2) The proposed maximum offering price per unit will be determined from time
to time by the Registrant in connection with the issuance by the Registrant
of the securities registered hereunder.
(3) 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.
(4) Subject to note (10) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold, from time
to time, by the Registrant.
(5) Not applicable pursuant to General Instructions II.D. of Form S-3.
(6) Subject to note (10) below, there is being registered hereunder an
indeterminate number of shares of Preferred Stock as may be sold, from time
to time, by the Registrant.
(7) Subject to note (10) below, there is being registered hereunder an
indeterminate number of Depositary Shares to be evidenced by Depositary
Receipts issued pursuant to a Deposit Agreement. In the event the
Registrant elects to offer to the public fractional interests in shares of
Preferred Stock registered hereunder, Depositary Receipts will be
distributed to those persons purchasing such fractional interests and the
shares of Preferred Stock will be issued to the Depositary under the
Deposit Agreement.
(8) Subject to note (10) below, there is being registered hereunder an
indeterminate number of shares of Common Stock as may be sold, from time to
time, by the Registrant. There are also being registered hereunder an
indeterminate number of shares of Common Stock as shall be issuable upon
conversion or redemption of Preferred Stock or Debt Securities registered
hereunder. Such Common Stock includes preferred share purchase rights.
(9) Subject to note (10) below, there is being registered hereunder an
indeterminate amount and number of Warrants, representing rights to
purchase Debt Securities, Preferred Stock or Common Stock registered
hereunder.
(10) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$2,000,000,000 or the equivalent thereof in one or more foreign currencies,
foreign currency units, or composite currencies. If Debt Securities are
issued at original issue discount, Fleet may issue such higher principal
amount as may be sold for an initial public offering price of up to
$2,000,000,000 (less the dollar amount of any securities previously issued
hereunder), or the equivalent thereof in one or more foreign currencies,
foreign currency units, or composite currencies. The aggregate amount of
Common Stock registered hereunder is further limited to that which is
permissible under Rule 415(a)(4) under the Securities Act of 1933. The
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(11) Subject to note (10) above, there is being registered hereunder an
indeterminate number of Preferred Securities of Fleet Capital Trust VI,
Fleet Capital Trust VII, Fleet Capital Trust VIII, Fleet Capital Trust IX
and Fleet Capital Trust X (collectively, the "Trusts") and an indeterminate
principal amount of Junior Subordinated Debentures of Fleet Financial
Group, Inc. ("Fleet"). A like amount of Junior Subordinated Debentures may
be issued and sold by Fleet to any of the Trusts, in which event such
Junior Subordinated Debentures may later be distributed for no additional
consideration to the holders of the Preferred Securities of such Trust upon
a dissolution of such Trust and the distribution of the assets thereof.
(12) 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 each 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, each Trust (other than with respect to the Preferred
Securities) and such obligations of Fleet as set forth in the Declaration
of Trust of each 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.
------------------------
<PAGE> 3
EXPLANATORY NOTE
This Registration Statement contains three forms of Prospectus: (a) one to
be used in connection with the offering and sale of Debt Securities, and
Warrants to purchase Debt Securities, including any Preferred Stock, Depositary
Shares and Common Stock into which the Debt Securities may be convertible; (b)
one to be used in connection with the offering and sale of Preferred Stock,
Depositary Shares and Common Stock, and Warrants to purchase such Securities,
including any such shares into which the Preferred Stock or Depositary Shares
may be convertible; and (c) one to be used in connection with the offering and
sale of Preferred Securities issued by Delaware statutory business trusts, the
common securities of which are owned by Fleet.
This Registration Statement also contains a form of Prospectus Supplement
to be used in connection with the offering and sale of Preferred Securities.
<PAGE> 4
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED , 1999
PROSPECTUS
[FLEET LOGO]
FLEET FINANCIAL GROUP, INC.
Fleet Financial Group, Inc. may offer and sell --
- -- Debt Securities
- -- Warrants
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplements carefully before
you invest.
A security is not a deposit and the securities are not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other governmental agency.
This prospectus may be used to offer and sell securities only if accompanied by
the prospectus supplement for those securities.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
SECURITIES OR DETERMINED THAT THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1999.
<PAGE> 5
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
We provide information to you about the securities in three separate
documents that progressively provide more detail:
- this prospectus, which provides general information, some of which may
not apply to your securities; and
- the accompanying prospectus supplement, which describes the terms of the
securities.
IF THE TERMS OF YOUR SECURITIES VARY BETWEEN THE PRICING SUPPLEMENT, THE
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, YOU SHOULD RELY ON THE
INFORMATION IN THE FOLLOWING ORDER OF PRIORITY:
- THE PRICING SUPPLEMENT, IF ANY;
- THE PROSPECTUS SUPPLEMENT; AND
- THE PROSPECTUS.
We include cross-references in this prospectus and the accompanying
prospectus supplement to captions in these materials where you can find further
related discussions. The following Table of Contents and the Table of Contents
included in the accompanying prospectus supplement provide the pages on which
these captions are located.
------------------------
Neither we nor the underwriters have taken any action that would permit us
to publicly sell these securities in any jurisdiction outside the United States.
If you are an investor outside the United States, you should inform yourself
about and comply with any restrictions as to the offering of the securities and
the distribution of this prospectus.
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ABOUT THIS PROSPECTUS............... 2
WHERE YOU CAN FIND MORE
INFORMATION....................... 2
FLEET FINANCIAL GROUP, INC.......... 5
CONSOLIDATED RATIOS OF EARNINGS TO
FIXED CHARGES..................... 6
USE OF PROCEEDS..................... 6
REGULATION AND SUPERVISION.......... 6
General........................... 7
Liability for Bank Subsidiaries... 7
Capital Requirements.............. 8
FDICIA............................ 9
Dividend Restrictions............. 9
Deposit Insurance Assessments..... 10
Depositor Preference Statute...... 10
Brokered Deposits................. 10
Interstate Banking and
Branching...................... 10
Control Acquisitions.............. 11
Future Legislation................ 11
DESCRIPTION OF DEBT SECURITIES...... 11
General........................... 12
Registration and Transfer......... 13
Payment and Place of Payment...... 14
Global Securities................. 14
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Events of Default................. 14
Modification and Waiver........... 15
Consolidation, Merger and Sale of
Assets......................... 16
Regarding the Trustee............. 17
International Offering............ 17
SENIOR DEBT SECURITIES.............. 17
Restrictive Covenants............. 17
Defeasance........................ 18
SUBORDINATED DEBT SECURITIES........ 19
Subordination..................... 19
Restrictive Covenants............. 20
DESCRIPTION OF WARRANTS............. 21
Offered Warrants.................. 21
Further Information in Prospectus
Supplement..................... 21
Significant Provisions of the
Warrant Agreements............. 22
PLAN OF DISTRIBUTION................ 23
EXPERTS............................. 24
LEGAL OPINIONS...................... 24
</TABLE>
<PAGE> 7
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, the "SEC," utilizing a "shelf" registration
process. Under this shelf process, we may from time to time sell any combination
of the debt securities or warrants described in this prospectus in one or more
offerings up to a total dollar amount of $2,000,000,000. We may also sell other
securities under the registration statement that will reduce the total dollar
amount of securities that we may sell under this prospectus. This prospectus
provides you with a general description of the debt securities or warrants we
may offer. Each time we sell debt securities or warrants, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with the additional information described
under the heading "Where You Can Find More Information."
Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus to "FLEET," "WE," "US," "OUR" or similar
references mean Fleet Financial Group, Inc.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the Securities
Act of 1933 that registers, among others securities, the offer and sale of the
securities offered by this prospectus. The registration statement, including the
attached exhibits and schedules, contains additional relevant information about
us. The rules and regulations of the SEC allow us to omit certain information
included in the registration statement from this prospectus.
In addition, we file reports, proxy statements and other information with
the SEC under the Securities Exchange Act of 1934. You may read and copy this
information at the following locations of the SEC:
Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
Northeast Regional Office
7 World Trade Center
Suite 1300
New York, New York 10048
Midwest Regional Office
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like us, who file
electronically with the SEC. The address of that site is:
http://www.sec.gov.
You can also inspect reports, proxy statements and other information about
us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
The SEC allows us to "INCORPORATE BY REFERENCE" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, except
for any information that is superseded by information that is included directly
in this document or in a more recent incorporated document.
2
<PAGE> 8
This prospectus incorporates by reference the documents listed below that
we have previously filed with the SEC. They contain important information about
us and our financial condition.
<TABLE>
<CAPTION>
SEC FILINGS PERIOD
- ----------- ------
<S> <C>
Annual Report on Form 10-K............................ Year ended December 31, 1998, as filed
on March 26, 1999
Quarterly Report on Form 10-Q......................... Quarter ended March 31, 1999, as filed
on May 14, 1999
Quarter ended June 30, 1999, as filed
on August 12, 1999
Items 10-13 of Fleet's Definitive Proxy Statement to
Fleet's stockholders for the 1999 Annual Meeting of
Fleet Stockholders.................................. Filed on March 5, 1999
The description of Fleet common stock set forth in the
Fleet 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;
and
Current Reports on Form 8-K........................... Filed:
-February 1, 1999
-March 17, 1999
-April 2, 1999
-April 20, 1999
-May 14, 1999
-July 20, 1999
-August 12, 1999
</TABLE>
We incorporate by reference additional documents that we may file with the
SEC between the date of this prospectus and the date we sell all of the debt
securities. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document through us, or from the SEC through the SEC's Internet world wide web
site at the address described above. Documents incorporated by reference are
available from us without charge, excluding any exhibits to those documents,
unless the exhibit is specifically incorporated by reference as an exhibit in
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address:
Investor Relations Department
Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
(617) 346-4000
We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, those
contained in this prospectus or in any of the materials that we have
incorporated into this prospectus. If anyone does give you information of this
sort, you should not rely on it. If you are in a jurisdiction where offers to
sell, or solicitations of offers to purchase, the securities offered by this
document are unlawful, or if you are a person to whom it is unlawful to direct
these types of activities, then the offer presented in this document does not
extend to you. The information contained in this document speaks only as of the
date of this document unless the information specifically indicates that another
date applies.
3
<PAGE> 9
FORWARD-LOOKING STATEMENTS
This prospectus, including information included or incorporated by
reference, contains certain forward-looking statements with respect to our
financial condition, results of operations, plans, objectives, future
performance and business, including, without limitation:
- statements relating to the cost savings and accretion to reported
earnings estimated to result from our merger with BankBoston Corporation;
- statements relating to revenues of the combined company after our merger
with BankBoston;
- statements relating to the restructuring charges estimated to be incurred
in connection with our merger with BankBoston; and
- statements preceded by, followed by or that include the words "believes,"
"expects," "anticipates," "estimates" or similar expressions.
These forward-looking statements involve risks and uncertainties. Actual
results may differ materially from those contemplated by the forward-looking
statements due to many factors, including:
- expected cost savings from our merger with BankBoston may not be fully
realized or realized within the expected time frame;
- revenues following our merger with BankBoston may be lower than expected;
- competitive pressures among financial services companies may increase
significantly;
- costs or difficulties related to the integration of our business and that
of BankBoston may be greater than expected;
- changes in the interest rate environment may reduce interest margins;
- general economic conditions, either internationally or nationally or in
the states in which we are doing business, may be less favorable than
expected;
- legislative or regulatory changes may adversely affect our business;
- the negative impact of the divestitures to be completed in connection
with our merger with BankBoston may be greater than expected;
- technological changes, including year 2000 data systems compliance
issues, may be more difficult or expensive than anticipated; and
- changes may occur in the securities markets.
4
<PAGE> 10
FLEET FINANCIAL GROUP, INC.
We are a diversified financial services company engaged in a general
commercial banking and investment management business in Connecticut, Florida,
Maine, Massachusetts, New Hampshire, New Jersey, New York and Rhode Island.
We also provide a variety of financial services nationwide, including:
- mortgage banking;
- asset-backed lending;
- lease financing;
- credit card services;
- real estate financing;
- brokerage, market-making and securities clearing services;
- services in the capital markets and investment banking; and
- student loan servicing.
At June 30, 1999, our total assets on a consolidated basis were $107
billion, our consolidated total deposits were $66.3 billion and our consolidated
total stockholders' equity was $9.7 billion. Based on total assets at June 30,
1999, we were the ninth largest bank holding company in the United States.
On March 14, 1999, we entered into an Agreement and Plan of Merger
providing for the merger of BankBoston Corporation into us.
- The name of the combined company will be "Fleet Boston Corporation."
- The headquarters of the combined company will remain in Boston,
Massachusetts.
- Terrence Murray, our Chairman and Chief Executive Officer, will be the
Chairman of the Board of Directors and Chief Executive Officer of the
combined company.
- Charles K. Gifford, Chairman and Chief Executive Officer of BankBoston,
will be the President and Chief Operating Officer of the combined
company. Mr. Gifford will succeed to the role of Chief Executive Officer
as of December 31, 2001, or at such earlier time as Mr. Murray may step
down from such role, and Mr. Gifford will succeed to the role of Chairman
of the Board of Directors on December 31, 2002, or at such earlier time
as Mr. Murray may step down from such role.
- The board of directors of the combined company will consist of 12
directors appointed by us and 10 directors appointed by BankBoston.
- The merger is expected to be (1) accounted for under the "pooling-of-
interests" method of accounting and (2) a "reorganization" under the
Internal Revenue Code of 1986, as amended.
- At the effective time of the merger, each share of common stock of
BankBoston, outstanding immediately prior to the effective time of the
merger will be converted into 1.1844 shares of our common stock.
Consummation of the merger is subject to a number of conditions, including:
- receipt of all requisite governmental approvals; and
- certain other customary conditions.
The Federal Reserve Board has approved the transaction, and in connection
therewith, the Federal Reserve Board and the United States Department of Justice
required us to divest approximately $13.2 billion of deposits from the combined
company resulting in estimated divested income of $160 million after tax.
For additional information regarding the merger and certain pro forma
financial information relating thereto, see our current reports on Form 8-K
filed March 17, 1999, April 2, 1999, May 14, 1999 and August 12, 1999, each of
which is incorporated by reference into this
5
<PAGE> 11
prospectus. See "Where You Can Find More Information."
Our principal office is located at One Federal Street, Boston,
Massachusetts 02110, telephone number (617) 346-4000.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges were as follows for
the five most recent fiscal years and the six months ended June 30, 1999:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
----------- --------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges:
Excluding Interest on Deposits........... 3.06x 3.27x 3.25x 3.90x 3.38x 1.79x 2.30x
Including Interest on Deposits........... 1.95 1.83 1.85 1.94 1.79 1.36 1.64
</TABLE>
- -------------------------
For the purpose of computing the ratio of earnings to fixed charges,
"EARNINGS" consist of income before income taxes plus fixed charges, excluding
capitalized interest. "FIXED CHARGES" consist of interest on short-term debt and
long-term debt, including interest related to capitalized leases and capitalized
interest, and one-third of rent expense, which approximates the interest
component of such expense. In addition, where indicated, fixed charges include
interest on deposits.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the securities for
general corporate purposes unless otherwise indicated in the prospectus
supplement or term sheet relating to a specific issue of securities. Our general
corporate purposes may include extending credit to, or funding investments in,
our subsidiaries. The precise amounts and the timing of our use of the net
proceeds will depend upon our subsidiaries' funding requirements and the
availability of other funds. Until we use the net proceeds from the sale of any
of our securities for general corporate purposes, we will use the net proceeds
to reduce our short-term indebtedness or for temporary investments. We expect
that we will, on a recurrent basis, engage in additional financings as the need
arises to finance our growth, through acquisitions or otherwise, or to fund our
subsidiaries.
REGULATION AND SUPERVISION
The following discussion sets forth the material elements of the regulatory
framework applicable to bank holding companies and their subsidiaries, and
provides certain specific information relevant to us. This regulatory framework
primarily is intended for the protection of depositors and the deposit insurance
funds that insure deposits of banks, and not for the protection of security
holders. To the extent that the following information describes statutory and
regulatory provisions, it is qualified in its entirety by reference to those
provisions. A change in the statutes, regulations or regulatory policies
applicable to us or our subsidiaries may have a material effect on our business.
6
<PAGE> 12
GENERAL
As a bank holding company, we are subject to regulation under the Bank
Holding Company Act of 1956, as amended, and to inspection, examination and
supervision by the Federal Reserve Board. Under the Bank Holding Company Act,
bank holding companies generally may not acquire ownership or control of more
than 5% of the voting shares or substantially all the assets of any company,
including a bank, without the prior approval of the Federal Reserve Board. In
addition, bank holding companies generally may engage, directly or indirectly,
only in banking and those other activities as are determined by the Federal
Reserve Board to be closely related to banking.
Various governmental requirements, including Sections 23A and 23B of the
Federal Reserve Act, as amended, limit borrowings by us and our non-bank
subsidiaries from our affiliate insured depository institutions, and also limit
various other transactions between us and our non-bank subsidiaries, on the one
hand, and our affiliate insured depository institutions, on the other. For
example, Section 23A of the Federal Reserve Act limits to no more than 10% of
the bank's total capital the aggregate outstanding amount of any insured
depository institution's loans and other "covered transactions" with any
particular non-bank affiliate, and limits to no more than 20% of the bank's
total capital the aggregate outstanding amount of any insured depository
institution's covered transactions with all of its non-bank affiliates. Section
23A of the Federal Reserve Act also generally requires that an insured
depository institution's loans to its non-bank affiliates be secured, and
Section 23B of the Federal Reserve Act generally requires that an insured
depository institution's transactions with its non-bank affiliates be on
arm's-length terms.
We operate five banks: two national banks, two state chartered banks and a
federal savings bank. BankBoston operates three national banks. Each of our
affiliated national banking associations are subject to regulation primarily by
the Office of the Comptroller of the Currency, the "OCC," and, secondarily, by
the Federal Deposit Insurance Corporation, the "FDIC" and the Federal Reserve
Board. In connection with BankBoston's international operations, we will also be
subject after the merger to regulation by various foreign bank and securities
regulatory agencies in those countries in which BankBoston does business. Each
of our state-chartered banks are also subject to regulation by the FDIC and the
Federal Reserve Board and, in addition, by each such bank's respective state
banking supervisors. Our federal savings bank is subject to regulation by the
Office of Thrift Supervision, the "OTS," and the FDIC. We and our subsidiaries
are also affected by the fiscal and monetary policies of the U.S. federal
government and the Federal Reserve Board, and by various other governmental
requirements and regulations.
LIABILITY FOR BANK SUBSIDIARIES
Under current Federal Reserve Board policy, a bank holding company is
expected to act as a source of financial and managerial strength to each of its
subsidiary banks and to maintain resources adequate to support each subsidiary
bank. This support may be required at times when the bank holding company may
not have the resources to provide it. In addition, Section 55 of the National
Bank Act permits the OCC to order the pro rata assessment of stockholders of a
national bank whose capital has become impaired. If a stockholder fails, within
three months, to pay that assessment, the board of directors has a duty to sell
the stockholder's stock to cover the deficiency. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a U.S.
federal bank regulatory agency to maintain the capital of a subsidiary bank
would be assumed by the bankruptcy trustee and entitled to priority of payment.
Any depository institution insured by the FDIC can be held liable for any
loss incurred, or reasonably expected to be incurred, by the FDIC in connection
with:
- the default of a commonly controlled FDIC-insured depository institution;
or
- any assistance provided by the FDIC to a commonly controlled FDIC-insured
depository institution in danger of default.
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"DEFAULT" generally is defined as the appointment of a conservator or receiver
and "IN DANGER OF DEFAULT" generally is defined as the existence of certain
conditions indicating that a default is likely to occur in the absence of
regulatory assistance.
All of our banks are FDIC-insured depositary institutions. Also, if a
default occurred with respect to a bank, any capital loans to the bank from its
parent holding company would be subordinate in right of payment to payment of
the bank's depositors and certain of its other obligations.
CAPITAL REQUIREMENTS
We are subject to risk-based capital requirements and guidelines imposed by
the Federal Reserve Board, which are substantially similar to the capital
requirements and guidelines imposed by the Federal Reserve Board, the OCC, the
OTS and the FDIC on our depository institutions within their respective
jurisdictions. For this purpose, a depository institution's or holding company's
assets and certain specified off-balance sheet commitments are assigned to four
risk categories, each weighted differently based on the level of credit risk
that is ascribed to those assets or commitments. In addition, risk-weighted
assets are adjusted for low-level recourse and market-risk equivalent assets. A
depository institution's or holding company's capital, in turn, is divided into
three tiers:
- core, or "TIER 1" capital, which includes common equity, non-cumulative
perpetual preferred stock, a limited amount of cumulative perpetual
preferred stock and related surplus (excluding auction rate issues), and
a limited amount of cumulative perpetual preferred stock and minority
interests in equity accounts of consolidated subsidiaries, less goodwill,
certain identifiable intangible assets and certain other assets;
- supplementary, or "TIER 2" capital, which includes, among other items,
perpetual preferred stock not meeting the Tier 1 definition, mandatory
convertible securities, subordinated debt and allowances for loan and
lease losses, subject to certain limitations, less certain required
deductions; and
- market risk, or "TIER 3" capital, which includes qualifying unsecured
subordinated debt.
Like other bank holding companies, we currently are required to maintain
Tier 1 and "TOTAL CAPITAL" (the sum of Tier 1, Tier 2 and Tier 3 capital) equal
to at least 4% and 8% of our total risk-weighted assets (including certain
off-balance-sheet items, such as unused lending commitments and standby letters
of credit), respectively. At June 30, 1999, we met both requirements, with Tier
1 and total capital equal to 7.03% and 11.19% of our total risk-weighted assets.
The Federal Reserve Board, the FDIC and the OCC have adopted rules to
incorporate market and interest rate risk components into their risk-based
capital standards. Amendments to the risk-based capital requirements,
incorporating market risk, became effective January 1, 1998. Under the new
market-risk requirements, capital will be allocated to support the amount of
market risk related to a financial institution's ongoing trading activities.
The Federal Reserve Board also requires bank holding companies to maintain
a minimum "LEVERAGE RATIO," defined as, Tier 1 capital to average adjusted total
assets, of 3%, if the bank holding company has the highest regulatory rating and
meets certain other requirements, or of 3% plus an additional cushion of at
least 1% to 2% if the bank holding company does not meet these requirements. At
June 30, 1999, our leverage ratio was 7.25%.
The Federal Reserve Board may set capital requirements higher than the
minimums noted above for holding companies whose circumstances warrant it. For
example, bank holding companies experiencing or anticipating significant growth
may be expected to maintain strong capital positions substantially above the
minimum supervisory levels without significant reliance on intangible assets.
Furthermore, the Federal Reserve Board has indicated that it will
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consider a "TANGIBLE TIER 1 CAPITAL LEVERAGE RATIO," which would deduct all
intangibles, and other indicia of capital strength in evaluating proposals for
expansion or new activities.
Each of the banks is subject to similar risk-based and leverage capital
requirements adopted by its applicable U.S. federal banking agency. Each of our
banks was in compliance with the applicable minimum capital requirements as of
June 30, 1999.
Failure to meet capital requirements could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business, which are described under
"-- FDICIA."
FDICIA
The Federal Deposit Insurance Corporation Improvement Act of 1991,
"FDICIA," among other things, identifies five capital categories for insured
depository institutions -- well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized -- and requires U.S. federal bank regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements based on these
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Unless a bank or thrift is well-capitalized,
it is subject to restrictions on its ability to offer brokered deposits and on
certain other aspects of its operations. An undercapitalized bank or thrift must
develop a capital restoration plan and its parent bank holding company must
guarantee the bank's or thrift's compliance with the plan up to the lesser of 5%
of the bank's or thrift's assets at the time it became undercapitalized and the
amount needed to comply with the plan.
As of June 30, 1999, each of our bank and thrift subsidiaries was
well-capitalized, based on the prompt corrective action ratios and guidelines
described above. It should be noted, however, that a bank's capital category is
determined solely for the purpose of applying the OCC's, or the FDIC's, prompt
corrective action regulations and that the capital category may not constitute
an accurate representation of the bank's overall financial condition or
prospects.
DIVIDEND RESTRICTIONS
Various U.S. federal and state statutory provisions limit the amount of
dividends our banks can pay to us without regulatory approval. Dividend payments
by national banks are limited to the lesser of:
- the level of undivided profits; and
- absent regulatory approval, an amount not in excess of net income for the
current year combined with retained net income for the preceding two
years.
Likewise, the approval of the Federal Reserve Board is required for any
dividend by a state-chartered bank that is a member of the Federal Reserve
System, a "STATE MEMBER BANK," if the total of all dividends declared by the
bank in any calendar year would exceed the total of its net profits, as defined
by regulatory agencies for that year combined with its retained net profits for
the preceding two years. In addition, a state member bank may not pay a dividend
in an amount greater than its net profits then on hand. Depending on certain
factors, a U.S. federal savings bank may be required to file an application or
notice with the OTS prior to the payment of any dividends. For example, an
application is required if the total amount of all dividends and other capital
distributions for the current calendar year paid by a U.S. federal savings bank
exceeds its net income for that year as well as its retained net income for the
preceding two years. A prior notice is required if, among other things, a U.S.
federal savings bank is proposing to pay a dividend that would reduce the amount
of, or retire any of part of, its common or preferred stock or retire any part
of any debt instruments which are included in its capital for purposes of OTS
regulations.
At June 30, 1999, approximately $826 million of the total stockholders'
equity of
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our banks was available for payment of dividends to us, without approval by the
applicable regulatory authority.
In addition, U.S. federal bank regulatory authorities have authority to
prohibit our banks from engaging in an unsafe or unsound practice in conducting
their business. The payment of dividends, depending upon the financial condition
of the bank in question, could be deemed to constitute an unsafe or unsound
practice. The ability of our banks to pay dividends in the future is currently,
and could be further, influenced by bank regulatory policies and capital
guidelines.
DEPOSIT INSURANCE ASSESSMENTS
The deposits of each of our banks are insured up to regulatory limits by
the FDIC, and, accordingly, are subject to deposit insurance assessments to
maintain the Bank Insurance Fund, the "BIF," and/or the Savings Association
Insurance Fund, the "SAIF," administered by the FDIC. The FDIC has adopted
regulations establishing a permanent risk-related deposit insurance assessment
system. Under this system, the FDIC places each insured bank in one of nine risk
categories based on (1) the bank's capitalization and (2) supervisory
evaluations provided to the FDIC by the institution's primary U.S. federal
regulator. Each insured bank's insurance assessment rate is then determined by
the risk category in which it is classified by the FDIC.
Effective January 1, 1997, the annual insurance premiums on bank deposits
insured by the BIF and the SAIF vary between $0.00 per $100 of deposits for
banks classified in the highest capital and supervisory evaluation categories to
$0.27 per $100 of deposits for banks classified in the lowest capital and
supervisory evaluation categories.
The Deposit Insurance Funds Act provides for assessments to be imposed on
insured depository institutions with respect to deposits insured by the BIF and
the SAIF (in addition to assessments currently imposed on depository
institutions with respect to BIF- and SAIF-insured deposits) to pay for the cost
of Financing Corporation, "FICO," funding. The FDIC established the FICO
assessment rates effective September 1, 1999, at $0.01184 per $100 annually for
BIF-assessable deposits and $0.05920 per $100 annually for SAIF-assessable
deposits. The FICO assessments do not vary depending upon a depository
institution's capitalization or supervisory evaluations. Our banks held
approximately $62.8 billion and $2.7 billion, respectively, of BIF-assessable
and SAIF-assessable deposits as of June 30, 1999.
DEPOSITOR PREFERENCE STATUTE
In the "liquidation or other resolution" of an institution by any receiver,
U.S. federal legislation provides that deposits and certain claims for
administrative expenses and employee compensation against the insured depository
institution would be afforded a priority over other general unsecured claims
against that institution, including federal funds and letters of credit.
BROKERED DEPOSITS
Under FDIC regulations, no FDIC-insured depository institution can accept
brokered deposits unless it (1) is well capitalized, or (2) is adequately
capitalized and receives a waiver from the FDIC. In addition, these regulations
prohibit any depository institution that is not well-capitalized from (1) paying
an interest rate on deposits in excess of 75 basis points over certain
prevailing market rates or (2) offering "pass through" deposit insurance on
certain employee benefit plan accounts, unless it provides certain notice to
affected depositors.
INTERSTATE BANKING AND BRANCHING
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act,
"RIEGLE-NEAL," subject to certain concentration limits and other requirements:
- bank holding companies such as us are permitted to acquire banks and bank
holding companies located in any state;
- any bank that is a subsidiary of a bank holding company is permitted to
receive
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deposits, renew time deposits, close loans, service loans and receive
loan payments as an agent for any other bank subsidiary of that bank
holding company; and
- banks are permitted to acquire branch offices outside their home states
by merging with out-of-state banks, purchasing branches in other states
and establishing de novo branch offices in other states. The ability of
banks to acquire branch offices through purchase or opening of other
branches is contingent, however, on the host state having adopted
legislation "opting in" to those provisions of Riegle-Neal. In addition,
the ability of a bank to merge with a bank located in another state is
contingent on the host state not having adopted legislation "opting out"
of that provision of Riegle-Neal.
We might use Riegle-Neal to acquire banks in additional states and to
consolidate our bank subsidiaries under a smaller number of separate charters.
CONTROL ACQUISITIONS
The Change in Bank Control Act prohibits a person or group of persons from
acquiring "control" of a bank holding company, unless the Federal Reserve Board
has been notified and has not objected to the transaction. Under a rebuttable
presumption established by the Federal Reserve Board, the acquisition of 10% or
more of a class of voting stock of a bank holding company with a class of
securities registered under Section 12 of the Exchange Act, such as us, would,
under the circumstances set forth in the presumption, constitute acquisition of
control of the bank holding company.
In addition, a company is required to obtain the approval of the Federal
Reserve Board under the Bank Holding Company Act before acquiring 25% (5% in the
case of an acquiror that is a bank holding company) or more of any class of
outstanding common stock of a bank holding company, or otherwise obtaining
control or a "controlling influence" over that bank holding company.
FUTURE LEGISLATION
Various legislation, including proposals to substantially change the
financial institution regulatory system, expand the powers of banking
institutions and bank holding companies, and limit the investments that a
depository institution may make with insured funds, is from time to time
introduced in the U.S. Congress. This legislation may change banking statutes
and the operating environment of the combined company and its subsidiaries in
substantial and unpredictable ways. We cannot accurately predict whether this
potential legislation will ultimately be enacted, and, if enacted, the ultimate
effect that it, or implementing regulations, would have upon our or our
subsidiaries' financial condition or results of operations.
DESCRIPTION OF DEBT SECURITIES
The senior debt securities will be issued under an indenture dated as of
, 1999, the "SENIOR INDENTURE," between us and The Bank of New York
as senior trustee. The subordinated debt securities will be issued under an
indenture dated as of , 1999, the "SUBORDINATED INDENTURE," between
us and The Bank of New York as subordinated trustee. A copy of each of the
indentures are exhibits to the registration statement which contains this
prospectus.
The following summaries of all material terms of the indentures are not
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the respective indentures, including the definitions
of terms.
The following summaries describe the general terms and provisions of the
debt securities to be offered by any prospectus supplement. The particular terms
of the debt securities offered by any prospectus supplement and the
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extent, if any, to which these general provisions may apply to the debt
securities so offered, will be described in the prospectus supplement relating
to such offered securities.
The senior debt securities will be unsecured and will rank equally with all
other unsecured and unsubordinated indebtedness of Fleet. The subordinated debt
securities will be unsecured and will be subordinated to all existing and future
senior indebtedness and other financial obligations of Fleet as described under
"Subordinated Debt Securities -- Subordination" beginning on page 19. Because we
are a holding company, our rights and the rights of our creditors, including the
holders of the debt securities we are offering under this prospectus, to
participate in the assets of any of our subsidiaries upon the subsidiary's
liquidation or reorganization will be subject to the prior claims of the
subsidiary's creditors except to the extent that we may ourselves be a creditor
with recognized claims against the subsidiary. In addition, dividends, loans and
advances from certain of our banking subsidiaries to us and our non-banking
subsidiaries are restricted by federal and state statutes and regulations.
GENERAL
We may issue the debt securities from time to time, without limitation as
to aggregate principal amount and in one or more series. We expect from time to
time to incur additional indebtedness which may be senior to the debt
securities. Neither the indentures nor the debt securities will limit or
otherwise restrict the amount of other indebtedness which may be incurred or
other securities which may be issued by us or our subsidiaries, including
indebtedness which may rank senior to the debt securities. The debt securities
will not be secured.
We may issue debt securities upon the satisfaction of conditions contained
in the indentures, including the delivery to the applicable trustee of a
resolution of our Board of Directors or a certificate of an authorized officer
which fixes or establishes the terms of the debt securities being issued. Any
resolution or officer's certificate approving the issuance of any issue of debt
securities will include the terms of that issue of debt securities, including:
- the title and series designation;
- the aggregate principal amount and the limit, if any, on the aggregate
principal amount or initial public offering price of the debt securities
which may be issued under the applicable indenture;
- the principal amount payable, whether at maturity or upon earlier
acceleration, whether the principal amount will be determined with
reference to an index, formula or other method which may be calculated,
without limitation, with reference to the value of currencies, securities
or baskets of securities, commodities, indices or other measurements to
which any such amount payable is linked, and whether the debt securities
will be issued as original issue discount securities (as defined below);
- the date or dates on which the principal of the debt securities is
payable;
- any fixed or variable interest rate or rates per annum or the method or
formula for determining an interest rate;
- the date from which any interest shall accrue;
- any interest payment dates;
- whether the debt securities are senior or subordinated, and if
subordinated, the terms of the subordination if different from that
summarized in this prospectus;
- the price or prices at which the debt securities will be issued which may
be expressed as a percentage of the aggregate principal amount thereof;
- the stated maturity date;
- whether the debt securities are to be issued in global form;
- any sinking fund requirements;
- any provisions for redemption, the redemption price and any remarketing
arrangements;
- the minimum denominations;
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- whether the debt securities are denominated or payable in United States
dollars or a foreign currency or units of two or more foreign currencies;
- the form in which we will issue the debt securities, whether registered,
bearer or both, and any restrictions applicable to the exchange of one
form for another and to the offer, sale and delivery of the debt
securities in either form;
- information with respect to book-entry procedures;
- the place or places where payments or deliveries on the debt securities
shall be made and the debt securities may be presented for registration
of transfer or exchange;
- whether any of the debt securities will be subject to defeasance in
advance of the date for redemption or the stated maturity date;
- whether, and the terms and conditions relating to when, we may satisfy
all or part of our obligations with regard to payment upon maturity, or
any redemption or required repurchase or in connection with any exchange
provisions, or any interest payment, by delivering to the holders of the
debt securities, other securities, which may or may not be issued by us,
or a combination of cash, securities and/or property, "MATURITY
CONSIDERATION";
- the terms, if any, upon which the debt securities are convertible into
other securities of Fleet or another issuer and the terms and conditions
upon which any conversion will be effected, including the initial
conversion price or rate, the conversion period and any other provisions
in addition to or instead of those described in this prospectus; and
- any other terms of the debt securities which are not inconsistent with
the provisions of the applicable indenture.
Please see the accompanying prospectus supplement or the terms sheet you
have received or will receive for the terms of the specific debt securities we
are offering. We may deliver this prospectus before or concurrently with the
delivery of a terms sheet. We may issue debt securities under the indentures
upon the exercise of warrants to purchase debt securities. See "Description of
Warrants." Nothing in the indentures or in the terms of the debt securities will
prohibit the issuance of securities representing subordinated indebtedness that
is senior or junior to the subordinated debt securities.
Prospective purchasers of debt securities should be aware that special U.S.
Federal income tax, accounting and other considerations may be applicable to
instruments such as the debt securities. The prospectus supplement relating to
an issue of debt securities will describe these considerations, if they apply.
Debt securities may be issued as "ORIGINAL ISSUE DISCOUNT SECURITIES" which
bear no interest or interest at a rate which at the time of issuance is below
market rates and which will be sold at a substantial discount below their
principal amount. In the event that the maturity of any original issue discount
security is accelerated, the amount payable to the holder of the original issue
discount security upon acceleration will be determined in accordance with the
applicable prospectus supplement, the terms of such security and the relevant
indenture, but will be an amount less than the amount payable at the maturity of
the principal of such original issue discount security. Special federal income
tax and other considerations relating to original issue discount securities will
be described in the applicable prospectus supplement.
REGISTRATION AND TRANSFER
Unless otherwise indicated in the applicable prospectus supplement, we will
issue each series of debt securities in registered form only, without coupons.
The indentures, however, provide that we may also issue Debt Securities in
bearer form only, or in both registered and bearer form. If debt securities are
issued in bearer form, the prospectus supplement will contain additional
provisions which apply to those debt securities.
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Holders may present debt securities in registered form for transfer or
exchange for other debt securities of the same series at the offices of the
trustee according to the terms of the applicable indenture. In no event,
however, will debt securities in registered form be exchangeable for debt
securities in bearer form.
Unless otherwise indicated in the applicable prospectus supplement, the
debt securities issued in fully registered form will be issued without coupons
and in denominations of $1,000 or integral multiples thereof.
No service charge will be made for any transfer or exchange of the debt
securities but we may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with any transfer or exchange.
PAYMENT AND PLACE OF PAYMENT
We will pay or deliver principal, maturity consideration and any premium
and interest in the manner, at the places and subject to the restrictions set
forth in the applicable indenture, the debt securities and the applicable
prospectus supplement. However, at our option, we may pay any interest by check
mailed to the holders of registered debt securities at their registered
addresses.
GLOBAL SECURITIES
Each indenture provides that we may issue debt securities in global form.
If any series of debt securities is issued in global form, the prospectus
supplement will describe any circumstances under which beneficial owners of
interests in any of those global debt securities may exchange their interests
for debt securities of that series and of like tenor and principal amount in any
authorized form and denomination.
EVENTS OF DEFAULT
The following are events of default under the indentures with respect to
debt securities of any series:
- default in the payment of any principal or premium when due;
- default in the payment of any interest when due, which continues for 30
days;
- default in the delivery or payment of the maturity consideration when
due;
- default in the deposit of any sinking fund payment when due;
- default in the performance of any other obligation contained in the
applicable indenture for the benefit of that series or in the debt
securities of that series, which continues for 60 days after written
notice;
- specified events in bankruptcy, insolvency or reorganization; and
- any other event of default provided with respect to debt securities of
that series.
If an event of default occurs and is continuing for any series of senior
debt securities, the senior trustee or the holders of at least 25% in aggregate
principal amount or issue price of the outstanding securities of that series may
declare all amounts, or any lesser amount provided for in the debt securities of
that series, to be due and payable or deliverable immediately.
The subordinated trustee and the holders of subordinated debt securities
will not be entitled to accelerate the maturity of the subordinated debt
securities upon the occurrence of any of the events of default described above
except in the case of certain events relating to bankruptcy, insolvency or
reorganization. There is no right of acceleration in the case of a default in
the performance of any covenant with respect to the subordinated debt
securities, including the payment of interest and principal or the delivery of
the maturity consideration.
At any time after the trustee or the holders have accelerated series of
debt securities, but before the senior trustee has obtained a judgment or decree
for payment of money due or delivery of the maturity consideration, the holders
of a majority in aggregate principal amount or issue price of outstanding debt
securities of that series may rescind and annul such acceleration and its
consequences,
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provided that all payments and/or deliveries due, other than those due as a
result of acceleration, have been made and all events of default have been
remedied or waived.
The holders of a majority in principal amount or aggregate issue price of
the outstanding debt securities of any series may waive an event of default with
respect to that series, except a default:
- in the payment of any amounts due and payable or deliverable under the
debt securities of that series; or
- in an obligation contained in, or a provision of, an indenture which
cannot be modified under the terms of that indenture without the consent
of each holder of each series of debt securities affected.
The holders of a majority in principal amount or issue price of the
outstanding debt securities of a series may direct the time, method and place of
conducting any proceeding for any remedy available to the applicable trustee or
exercising any trust or power conferred on the trustee with respect to debt
securities of that series, provided that any direction is not in conflict with
any rule of law or the indenture. Subject to the provisions of the indenture
relating to the duties of the trustee, before proceeding to exercise any right
or power under the indenture at the direction of the holders, the trustee is
entitled to receive from those holders reasonable security or indemnity against
the costs, expenses and liabilities which might be incurred by it in complying
with any direction.
Unless otherwise stated in the applicable prospectus supplement, any series
of debt securities issued under any indenture will not have the benefit of any
cross-default provisions with any of our other indebtedness.
A holder of any debt security of any series will have the right to
institute a proceeding with respect to the indenture or for any remedy
thereunder, if:
- that holder previously gives to the trustee written notice of a
continuing event of default with respect to debt securities of that
series;
- the holders of not less than 25% in aggregate principal amount or issue
price of the outstanding debt securities of that series also shall have
made written request and offered the trustee indemnity satisfactory to
the trustee to the trustee to institute such proceeding as trustee;
- the trustee shall not have received from the holders of a majority in
principal amount or issue price of the outstanding debt securities of
that series a direction inconsistent with such request; and
- the trustee shall have failed to institute such proceeding within 60
days.
However, any holder of a debt security has the absolute right to institute suit
for any defaulted payment after the due dates for payment under that debt
security.
We are required to furnish to the trustees annually a statement as to the
performance of our obligations under the indentures and as to any default in
such performance.
MODIFICATION AND WAIVER
Each indenture may be modified and amended by us and the applicable trustee
with the consent of holders of at least 66 2/3% in principal amount or issue
price of each series of debt securities affected. However, without the consent
of each holder of any debt security affected, we may not amend or modify any
indenture to:
- change the stated maturity date of the principal or maturity
consideration of, or any installment of principal or interest on, any
debt security;
- reduce the principal amount or maturity consideration of, the rate of
interest on, or any premium payable upon the redemption of any debt
security;
- reduce the amount of principal or maturity consideration of an original
issue discount security payable upon acceleration of its maturity;
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- change the place or currency of payment of principal or maturity
consideration of, or any premium or interest on, any debt security;
- impair the right to institute suit for the enforcement of any payment or
delivery on or with respect to any debt security;
- reduce the percentage in principal amount or issue price of debt
securities of any series, the consent of whose holders is required to
modify or amend the indenture or to waive compliance with certain
provisions of the indenture; or
- reduce the percentage in principal amount or issue price of debt
securities of any series, the consent of whose holders is required to
waive any past default.
The holders of at least a majority in principal amount or issue price of
the outstanding debt securities of any series may, with respect to that series,
waive past defaults under the applicable indenture, except as described under
"-- Events of Default" beginning on page 14.
We and the trustee may also modify and amend each indenture without the
consent of any holder for any of the following purposes:
- to evidence the succession of another person to us;
- to add to our covenants for the benefit of the holders of all or any
series of securities;
- to add events of default;
- to add or change any provisions of the indentures to facilitate the
issuance of bearer securities;
- to change or eliminate any of the provisions of the applicable indenture,
so long as any such change or elimination shall become effective only
when there is no outstanding security of any series which is entitled to
the benefit of such provision;
- to establish the form or terms of debt securities of any series;
- to evidence and provide for the acceptance of appointment by a successor
trustee;
- to cure any ambiguity, to correct or supplement any provision in the
applicable indenture, or to make any other provisions with respect to
matters or questions arising under that indenture, so long as the
interests of holders of debt securities of any series are not adversely
affected in any material respect under such indenture;
- to convey, transfer, assign, mortgage or pledge any property to or with
the trustee; or
- to provide for conversion rights of the holders of the debt securities of
any series to enable such holders to convert those securities into other
securities.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Unless otherwise indicated in the applicable prospectus supplement, we may
consolidate or merge with or into any other corporation, and we may sell, lease
or convey all or substantially all of our assets to any corporation, provided
that:
- the resulting corporation, if other than us, is a corporation organized
and existing under the laws of the United States of America or any U.S.
state and assumes all of our obligations to:
- pay or deliver the principal or maturity consideration of, and any
premium, or interest on, the debt securities; and
- perform and observe all of our other obligations under the
indentures, and
- we are not, or any successor corporation, as the case may be, is not,
immediately after any consolidation or merger, in default under the
indentures.
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<PAGE> 22
Neither of the indentures provides for any right of acceleration in the
event of a consolidation, merger, sale of all or substantially all of the
assets, recapitalization or change in our stock ownership. In addition, the
indentures do not contain any provision which would protect the holders of debt
securities against a sudden and dramatic decline in credit quality resulting
from takeovers, recapitalizations or similar restructurings.
REGARDING THE TRUSTEE
We maintain banking relations with the trustee. In addition, our banking
subsidiaries maintain deposit accounts and correspondent banking relations with
the trustee.
INTERNATIONAL OFFERING
If specified in the applicable prospectus supplement, we may issue debt
securities outside the United States. Such debt securities may be issued in
bearer form and will be described in the applicable prospectus supplement. In
connection with any offering outside the United States, we will designate paying
agents, registrars or other agents with respect to the debt securities, as
specified in the applicable prospectus supplement.
Debt securities issued outside the United States may be subject to certain
selling restrictions which will be described in the applicable prospectus
supplement. These debt securities may be listed on one or more foreign stock
exchanges as described in the applicable prospectus supplement. Special United
States tax and other considerations, if any, applicable to an offering outside
the United States will be described in the applicable prospectus supplement.
SENIOR DEBT SECURITIES
The senior debt securities will be our direct, unsecured obligations and
will rank pari passu with all of our other outstanding senior indebtedness.
RESTRICTIVE COVENANTS
DISPOSITION OF VOTING STOCK OF CERTAIN SUBSIDIARIES. We may not sell or
otherwise dispose of, or permit the issuance of, any voting stock or any
security convertible or exercisable into voting stock of a "principal
constituent bank" of Fleet or any subsidiary of Fleet which owns a principal
constituent bank. A "PRINCIPAL CONSTITUENT BANK" is defined in the senior
indenture as Fleet National Bank and any other of our majority-owned banking
subsidiaries designated as a principal constituent bank. Any designation of a
banking subsidiary as a principal constituent bank with respect to senior debt
securities of any series shall remain effective until the senior debt securities
of that series have been repaid. As of the date of this prospectus, no banking
subsidiaries other than Fleet National Bank have been designated as principal
constituent banks with respect to any series of debt securities.
This restriction does not apply to dispositions made by us or any
subsidiary:
- acting in a fiduciary capacity for any person other than us or any
subsidiary;
- to us or any of our wholly-owned subsidiaries;
- if required by law for the qualification of directors;
- to comply with an order of a court or regulatory authority;
- in connection with a merger of, or consolidation of, a principal
constituent bank with or into a wholly-owned subsidiary or a
majority-owned banking subsidiary, as long as we hold, directly or
indirectly, in the entity surviving such merger or consolidation, not
less than the percentage of voting stock we held in the principal
constituent bank prior to such action;
- if such disposition or issuance is for fair market value as determined by
our Board of Directors, and, if after giving effect to such disposition
or issuance and any potential dilution, we and our
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<PAGE> 23
wholly-owned subsidiaries will own directly not less than 80% of the
voting stock of such principal constituent bank or any subsidiary which
owns a principal constituent bank;
- if a principal constituent bank sells additional shares of voting stock
to its stockholders at any price, if, after such sale, we hold directly
or indirectly not less than the percentage of voting stock of such
principal constituent bank we owned prior to such sale; or
- if we or a subsidiary pledges or creates a lien on the voting stock of a
principal constituent bank to secure a loan or other extension of credit
by a majority-owned banking subsidiary subject to Section 23A of the
Federal Reserve Act.
LIMITATION UPON LIENS ON CERTAIN CAPITAL STOCK. We may not at any time,
directly or indirectly, create, assume, incur or permit to exist any mortgage,
pledge, encumbrance or lien or charge of any kind upon:
- any shares of capital stock of any principal constituent bank, other than
directors' qualifying shares; or
- any shares of capital stock of a subsidiary which owns capital stock of
any principal constituent bank.
This restriction does not apply to:
- liens for taxes, assessments or other governmental charges or levies
which are not yet due or are payable without penalty or which we are
contesting in good faith by appropriate proceedings so long as we have
set aside on our books adequate reserves to cover the contested amount;
or
- the lien of any judgment, if that judgment shall not have remained
undischarged, or unstayed on appeal or otherwise, for more than 60 days.
DEFEASANCE
We may terminate or "defease" our obligations under the senior indenture
with respect to the senior debt securities of any series by taking the following
steps:
- depositing irrevocably with the senior trustee as trust funds in trust in
each case in an amount which through the payment of interest, principal
or premium, if any, in respect thereof in accordance with their terms
will provide an amount sufficient to pay the entire amount of the senior
debt securities:
- in the case of senior debt securities denominated in U.S.
dollars, U.S. dollars or U.S. government obligations;
- in the case of senior debt securities denominated in a foreign
currency, money in such foreign currency or foreign government
obligations of the foreign government or governments issuing
such foreign currency; or
- a combination of money and U.S. government obligations or
foreign government obligations;
- delivering:
- an opinion of independent counsel that the holders of the
senior debt securities of such series will have no federal
income tax consequences as a result of such deposit and
termination;
- if the senior debt securities of that series are then listed on
the New York Stock Exchange, an opinion of counsel that those
senior debt securities will not be delisted as a result of the
exercise of this defeasance option;
- an opinion of counsel as to certain other matters; and
- officers' certificates certifying as to compliance with the
senior indenture and other matters;
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<PAGE> 24
- no event of default under the senior indenture may exist or be caused by
the defeasance;
- the defeasance shall not cause an event of default under any of our other
agreements or instruments; and
- we shall have paid all other amounts due and owing under the senior
indenture.
SUBORDINATED DEBT SECURITIES
The subordinated debt securities will be our direct, unsecured obligations.
Unless otherwise specified in the applicable prospectus supplement, the
subordinated debt securities will rank equal with all of our outstanding
subordinated indebtedness that is not specifically stated to be junior to the
subordinated debt securities.
SUBORDINATION
The subordinated debt securities will be subordinated in right of payment
to all "senior indebtedness," as defined below. In certain events of insolvency,
payments on the subordinated debt securities will also be effectively
subordinated in right of payment to all "other financial obligations," as
defined on the next page. In certain circumstance relating to our liquidation,
dissolution, winding up, reorganization, insolvency or similar proceedings, the
holders of all senior indebtedness will first be entitled to receive payment in
full before the holders of the subordinated debt securities will be entitled to
receive any payment on the subordinated debt securities. If, after all payments
have been made to the holders of senior indebtedness, (A) there are amounts
available for payment on the subordinated debt securities and (B) any person
entitled to payment according to the terms of our other financial obligations,
as defined on the page 20, has not received full payment, then amounts available
for payments on the subordinated debt securities will first be used to pay in
full such other financial obligations before any payment may be made on the
subordinated debt securities. This obligation to pay over these excess amounts
does not exist for any of our subordinated indebtedness issued prior to November
30, 1992, "EXISTING SUBORDINATED INDEBTEDNESS."
In the event of the acceleration of the maturity of any debt securities,
all senior indebtedness and other financial obligations will have to be repaid
before any payment can be made on the subordinated debt securities.
In addition, no payment may be made on the subordinated debt securities in
the event:
- there is a default in any payment or delivery with respect to any senior
indebtedness; or
- there is an event of default with respect to any senior indebtedness
which permits the holders of such senior indebtedness to accelerate the
maturity of the senior indebtedness.
By reason of this subordination in favor of the holders of senior
indebtedness, in the event of an insolvency, our creditors who are not holders
of senior indebtedness or the subordinated debt securities may recover less,
proportionately, than holders of senior indebtedness and may recover more,
proportionately, than holders of the subordinated debt securities. By reason of
the obligation of the holders of subordinated debt securities to pay over any
amount remaining after payment of senior indebtedness to persons in respect of
our other financial obligations, in the event of insolvency, holders of our
existing subordinated indebtedness may recover more, ratably, than the holders
of subordinated debt securities.
Unless otherwise specified in the prospectus supplement relating to the
particular series of subordinated debt securities, "SENIOR
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<PAGE> 25
INDEBTEDNESS" is defined in the subordinated indenture as:
- the principal of, premium, if any, and interest on all of our
"indebtedness for money borrowed," as defined below, except (A) existing
subordinated indebtedness and other subordinated debt securities issued
under the subordinated indenture, (B) such indebtedness which is
expressly stated to be junior in right of payment to the subordinated
debt securities and (C) indebtedness which is expressly stated to rank
equal with the subordinated debt securities; and
- any deferrals, renewals or extensions of any senior indebtedness.
The term "INDEBTEDNESS FOR MONEY BORROWED" means:
- any of our obligations or any obligation we have guaranteed for the
repayment of borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments; and
- any of our deferred payment obligations or any such obligation we have
guaranteed for the payment of the purchase price of property or assets
evidenced by a note or similar instrument.
Unless otherwise specified in the prospectus supplement relating to the
particular series of subordinated debt securities offered thereby, "OTHER
FINANCIAL OBLIGATIONS" means all of our obligations to make payment pursuant to
the terms of financial instruments, such as:
- securities contracts and foreign currency exchange contracts;
- derivative instruments, such as swap agreements, including interest rate
and foreign exchange rate swap agreements, cap agreements, floor
agreements, collar agreements, interest rate agreements, foreign exchange
rate agreements, options, commodity futures contracts, commodity option
contracts; and
- similar financial instruments, other than obligations on account of
senior indebtedness and obligations on account of indebtedness for money
borrowed ranking equal with or subordinate to the subordinated debt
securities.
As of June 30, 1999, Fleet had an aggregate of $3.2 billion in subordinated
debt outstanding, of which $682.0 million is subordinated to Fleet's senior
indebtedness and $2.47 billion is subordinated to Fleet's senior indebtedness
and other financial obligations.
The subordinated indenture does not limit or prohibit the incurrence of
additional senior indebtedness or other financial obligations, which may include
indebtedness that is senior to the subordinated debt securities, but subordinate
to our other obligations. Any prospectus supplement relating to a particular
series of subordinated debt securities will set forth the aggregate amount of
our indebtedness senior to the subordinated debt securities as of a recent
practicable date.
The subordinated debt securities shall rank equal in right of payment with
each other and with the existing subordinated indebtedness, subject to the
obligations of the holders of subordinated debt securities to pay over amounts
remaining after payment of senior indebtedness to persons in respect of other
financial obligations.
The prospectus supplement may further describe the provisions, if any,
which may apply to the subordination of the subordinated debt securities of a
particular series.
RESTRICTIVE COVENANTS
The subordinated indenture does not contain any significant restrictive
covenants. The prospectus supplement relating to a series of subordinated debt
securities may describe certain restrictive covenants, if any, to which we may
be bound under the subordinated indenture.
20
<PAGE> 26
DESCRIPTION OF WARRANTS
OFFERED WARRANTS
We may issue warrants that are debt warrants or universal warrants. We may
offer warrants separately or together with one or more additional warrants or
debt securities or any combination of those securities in the form of units, as
described in the applicable prospectus supplement. If we issue warrants as part
of a unit, the accompanying prospectus supplement will specify whether those
warrants may be separated from the other securities in the unit prior to the
warrants' expiration date. Universal warrants issued in the United States may
not be so separated prior to the 91st day after the issuance of the unit, unless
otherwise specified in the applicable prospectus supplement.
Debt Warrants. We may issue, together with debt securities or separately,
warrants for the purchase of debt securities on terms to be determined at the
time of sale. We refer to this type of warrant as a "DEBT WARRANT."
Universal Warrants. We may also issue warrants to purchase or sell, on
terms to be determined at the time of sale:
- securities of an entity not affiliated with us, a basket of those
securities, an index or indices of those securities or any combination of
the above;
- currencies; or
- commodities.
We refer to the property in the above clauses as "WARRANT PROPERTY." We
refer to this type of warrant as a "UNIVERSAL WARRANT." We may satisfy our
obligations, if any, with respect to any universal warrants by delivering the
warrant property or, in the case of warrants to purchase or sell securities or
commodities, the cash value of the securities or commodities, as described in
the applicable prospectus supplement.
FURTHER INFORMATION IN PROSPECTUS SUPPLEMENT
General Terms of Warrants. The applicable prospectus supplement will
contain, where applicable, the following terms of and other information relating
to the warrants:
- the specific designation and aggregate number of, and the price at which
we will issue, the warrants;
- the currency with which the warrants may be purchased;
- the date on which the right to exercise the warrants will begin and the
date on which that right will expire or, if you may not continuously
exercise the warrants throughout that period, the specific date or dates
on which you may exercise the warrants;
- whether the warrants will be issued in fully registered form or bearer
form, in definitive or global form or in any combination of these forms,
although, in any case, the form of a warrant included in a unit will
correspond to the form of the unit and of any debt security included in
that unit;
- any applicable material United States federal income tax consequences;
- the identity of the warrant agent for the warrants and of any other
depositaries, execution or paying agents, transfer agents, registrars,
determination, or other agents;
- the proposed listing, if any, of the warrants or any securities
purchasable upon exercise of the warrants on any securities exchange;
- if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;
- information with respect to book-entry procedures, if any;
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<PAGE> 27
- the antidilution provisions of the warrants, if any;
- any redemption or call provisions;
- whether the warrants are to be sold separately or with other securities
as part of units; and
- any other terms of the warrants.
Additional Terms of Debt Warrants. The prospectus supplement will contain,
where applicable, the following terms of and other information relating to any
debt warrants:
- the designation, aggregate principal amount, currency and terms of the
debt securities that may be purchased upon exercise of the debt warrants;
- if applicable, the designation and terms of the debt securities with
which the debt warrants are issued and the number of the debt warrants
issued with each of the debt securities;
- if applicable, the date on and after which the debt warrants and the
related debt securities will be separately transferable; and
- the principal amount of debt securities purchasable upon exercise of each
debt warrant, the price at which and the currency in which the debt
securities may be purchased and the method of exercise.
Additional Terms of Universal Warrants. The applicable prospectus
supplement will contain, where applicable, the following terms of and other
information relating to any universal warrants:
- whether the universal warrants are put warrants or call warrants and
whether you or we will be entitled to exercise the warrants;
- the specific warrant property, and the amount or the method for
determining the amount of the warrant property, purchasable or saleable
upon exercise of each universal warrant;
- the price at which and the currency with which the underlying securities,
currencies or commodities may be purchased or sold upon the exercise of
each universal warrant, or the method of determining that price;
- whether the exercise price may be paid in cash, by the exchange of any
other security offered with the universal warrants or both and the method
of exercising the universal warrants; and
- whether the exercise of the universal warrants is to be settled in cash
or by delivery of the underlying securities, commodities, or both.
SIGNIFICANT PROVISIONS OF THE WARRANT AGREEMENTS
We will issue the warrants under one or more warrant agreements to be
entered into between us and a bank or trust company, as warrant agent, in one or
more series, which will be described in the prospectus supplement for the
warrants. The forms of warrant agreements are filed as exhibits to the
registration statement. The following summaries of significant provisions of the
warrant agreements and the warrants are not intended to be comprehensive and
holders of warrants should review the detailed provisions of the relevant
warrant agreement for a full description and for other information regarding the
warrants.
Modifications without Consent of Warrantholders. We and the warrant agent
may amend the terms of the warrants and the warrant certificates without the
consent of the holders to:
- cure any ambiguity;
- cure, correct or supplement any defective or inconsistent provision; or
- amend the terms in any other manner which we may deem necessary or
desirable and which will not adversely affect the interests of the
affected holders in any material respect.
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<PAGE> 28
Enforceability of Rights of Warrantholders. The warrant agents will act
solely as our agents in connection with the warrant certificates and will not
assume any obligation or relationship of agency or trust for or with any holders
of warrant certificates or beneficial owners of warrants. Any holder of warrant
certificates and any beneficial owner of warrants may, without the consent of
any other person, enforce by appropriate legal action, on its own behalf, its
right to exercise the warrants evidenced by the warrant certificates in the
manner provided for in that series of warrants or pursuant to the applicable
warrant agreement. No holder of any warrant certificate or beneficial owner of
any warrants will be entitled to any of the rights of a holder of the debt
securities or any other warrant property, if any, purchasable upon exercise of
the warrants, including, without limitation, the right to receive the payments
on those debt securities or other warrant property or to enforce any of the
covenants or rights in the relevant indenture or any other similar agreement.
Registration and Transfer of Warrants. Subject to the terms of the
applicable warrant agreement, warrants in registered, definitive form may be
presented for exchange and for registration of transfer, at the corporate trust
office of the warrant agent for that series of warrants, or at any other office
indicated in the prospectus supplement relating to that series of warrants,
without service charge. However, the holder will be required to pay any taxes
and other governmental charges as described in the warrant agreement. The
transfer or exchange will be effected only if the warrant agent for the series
of warrants is satisfied with the documents of title and identity of the person
making the request.
New York Law to Govern. The warrants and each warrant agreement will be
governed by, and construed in accordance with, the laws of the State of New
York.
PLAN OF DISTRIBUTION
Fleet may sell securities:
- to the public through a group of underwriters managed or co-managed by,
one or more underwriters, which may be affiliates;
- through one or more agents, which may be affiliates; or
- directly to purchasers.
The distribution of the securities may be effected from time to time in one
or more transactions:
- at a fixed price, or prices, which may be changed from time to time;
- at market prices prevailing at the time of sale;
- at prices related to such prevailing market prices; or
- at negotiated prices.
Each prospectus supplement will describe the method of distribution of the
securities and any applicable restrictions.
The prospectus supplement with respect to the securities of a particular
series will describe the terms of the offering of the securities, including the
following:
- the name of the agent or the name or names of any underwriters;
- the public offering or purchase price;
- any discounts and commissions to be allowed or paid to the agent or
underwriters;
- all other items constituting underwriting compensation;
- any discounts and commissions to be allowed or paid to dealers; and
- any exchanges on which the securities will be listed.
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<PAGE> 29
We may agree to enter into an agreement to indemnify the agents and the
several underwriters against certain civil liabilities, including liabilities
under the Securities Act or to contribute to payments the agents or the
underwriters may be required to make.
If so indicated in the applicable prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase debt securities or warrants from us pursuant to delayed
delivery contracts providing for payment and delivery on the date stated in the
prospectus supplement. Each contract will be for an amount not less than, and
the aggregate amount of securities sold pursuant to such contracts shall not be
less nor more than, the respective amounts stated in the prospectus supplement.
Institutions with whom the contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutions, but
shall in all cases be subject to our approval. Delayed delivery contracts will
not be subject to any conditions except that:
- the purchase by an institution of the debt securities or warrants covered
under that contract shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which that institution is subject; and
- if the debt securities or warrants are also being sold to underwriters
acting as principals for their own account, the underwriters shall have
purchased such debt securities or warrants not sold for delayed delivery.
The underwriters and other persons acting as Fleet's agents will not have
any responsibility in respect of the validity or performance of delayed
delivery contracts.
Certain of the underwriters and their associates and affiliates may be
customers of, have borrowing relationships with, engage in other transactions
with, and/or perform services, including investment banking services, for, us or
one or more of our affiliates in the ordinary course of business.
Certain of the underwriters may use this prospectus and the accompanying
prospectus supplement for offers and sales related to market-making transactions
in the securities. These underwriters may act as principal or agent in these
transactions, and the sales will be made at prices related to prevailing market
prices at the time of sale.
EXPERTS
Our consolidated financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31, 1998
have been so incorporated by reference in this document in
reliance on the report with respect to those financial statements of KPMG LLP,
independent accountants, given upon the authority of that firm as experts in
accounting and auditing.
LEGAL OPINIONS
The validity of the securities offered hereby will be passed upon for us by
Edwards & Angell, LLP, 101 Federal Street, Boston, Massachusetts 02110-1800. V.
Duncan Johnson, a partner of Edwards & Angell, LLP, is a director of Fleet
National Bank, one of our wholly-owned subsidiaries, and beneficially owns 8,104
shares of our common stock.
24
<PAGE> 30
LOGO
FLEET FINANCIAL
GROUP, INC.
$
DEBT SECURITIES
------------------------
PROSPECTUS
, 1999
------------------------
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information.
We are not offering the debt securities in any state where the offer is not
permitted.
We do not claim the accuracy of the information in this prospectus as of
any date other than the dates stated on the cover.
<PAGE> 31
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED , 1999
PROSPECTUS
[FLEET LOGO]
FLEET FINANCIAL GROUP, INC.
Fleet Financial Group, Inc. may offer and sell --
- -- Common Stock
- -- Preferred Stock
- -- Warrants
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplements carefully before
you invest.
A security is not a deposit and the securities are not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other governmental agency.
This prospectus may be used to offer and sell securities only if accompanied by
the prospectus supplement for those securities.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
SECURITIES OR DETERMINED THAT THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1999.
<PAGE> 32
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
We provide information to you about the securities in two separate
documents that progressively provide more detail:
- this prospectus, which provides general information, some of which may
not apply to your securities; and
- the accompanying prospectus supplement, which describes the specific and
final terms of your securities.
IF THE TERMS OF YOUR SECURITIES VARY BETWEEN THE PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION IN THE FOLLOWING
ORDER OF PRIORITY:
- THE PROSPECTUS SUPPLEMENT; AND
- THE PROSPECTUS.
We include cross-references in this prospectus and the accompanying
prospectus supplement to captions in these materials where you can find further
related discussions. The following Table of Contents and the Table of Contents
included in the accompanying prospectus supplement provide the pages on which
these captions are located.
------------------------
Neither we nor the underwriters have taken any action that would permit us
to publicly sell these securities in any jurisdiction outside the United States.
If you are an investor outside the United States, you should inform yourself
about and comply with any restrictions as to the offering of the securities and
the distribution of this prospectus.
<PAGE> 33
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ABOUT THIS PROSPECTUS............... 2
WHERE YOU CAN FIND MORE
INFORMATION....................... 2
FLEET FINANCIAL GROUP, INC.......... 5
CONSOLIDATED RATIOS OF EARNINGS TO
FIXED CHARGES AND DIVIDENDS ON
PREFERRED STOCK................... 6
USE OF PROCEEDS..................... 6
REGULATION AND SUPERVISION.......... 6
General........................... 7
Liability for Bank Subsidiaries... 7
Capital Requirements.............. 8
Dividend Restrictions............. 9
Deposit Insurance Assessments..... 10
Depositor Preference Statute...... 10
Brokered Deposits................. 10
Interstate Banking and
Branching...................... 11
Control Acquisitions.............. 11
Future Legislation................ 11
DESCRIPTION OF PREFERRED STOCK...... 11
General........................... 12
Dividends......................... 13
Rights Upon Liquidation........... 14
Redemption........................ 14
Voting Rights..................... 14
Conversion Rights................. 15
DESCRIPTION OF DEPOSITARY SHARES.... 16
General........................... 16
Dividends and Other
Distributions.................. 16
Redemption of Depositary Shares... 16
Voting the Preferred Stock........ 17
Amendment and Termination of the
Deposit Agreement.............. 17
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Charges of Depositary............. 17
Resignation and Removal of
Depositary..................... 17
Notices........................... 17
Limitation of Liability........... 18
Inspection of Books............... 18
DESCRIPTION OF EXISTING PREFERRED
STOCK............................. 19
General........................... 19
9.35% Cumulative Preferred
Stock.......................... 19
Series V 7.25% Perpetual Preferred
Stock.......................... 19
Series VI 6.75% Perpetual
Preferred Stock................ 19
Series VII Fixed/Adjustable Rate
Cumulative Preferred Stock..... 20
Series VIII Fixed/Adjustable Rate
Noncumulative Preferred
Stock.......................... 20
Junior Preferred Stock............ 21
DESCRIPTION OF COMMON STOCK......... 21
General........................... 21
Transfer Agent and Registrar...... 22
Restrictions on Ownership......... 22
Preferred Share Purchase Rights... 22
SELECTED PROVISIONS IN THE ARTICLES
OF FLEET.......................... 23
Business Combinations with Related
Persons........................ 23
Directors......................... 23
DESCRIPTION OF WARRANTS............. 24
PLAN OF DISTRIBUTION................ 25
EXPERTS............................. 26
LEGAL OPINIONS...................... 26
</TABLE>
<PAGE> 34
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, the "SEC," utilizing a "shelf" registration
process. Under this shelf process, we may from time to time sell any combination
of the securities described in this prospectus in one or more offerings up to a
total dollar amount of $2,000,000,000. We may also sell other securities under
the registration statement that will reduce the total dollar amount of
securities that we may sell under this prospectus. This prospectus provides you
with a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information."
Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus to "FLEET," "WE," "US," "OUR" or similar
references mean Fleet Financial Group, Inc.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the Securities
Act of 1933 that registers, among others securities, the offer and sale of the
securities offered by this prospectus. The registration statement, including the
attached exhibits and schedules, contains additional relevant information about
us. The rules and regulations of the SEC allow us to omit certain information
included in the registration statement from this prospectus.
In addition, we file reports, proxy statements and other information with
the SEC under the Securities Exchange Act of 1934. You may read and copy this
information at the following locations of the SEC:
Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
Northeast Regional Office
7 World Trade Center
Suite 1300
New York, New York 10048
Midwest Regional Office
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like us, who file
electronically with the SEC. The address of that site is:
http://www.sec.gov.
You can also inspect reports, proxy statements and other information about
us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
The SEC allows us to "INCORPORATE BY REFERENCE" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, except
for any information that is superseded by information that is included directly
in this document or in a more recent incorporated document.
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<PAGE> 35
This prospectus incorporates by reference the documents listed below that
we have previously filed with the SEC. They contain important information about
us and our financial condition.
<TABLE>
<CAPTION>
SEC FILINGS PERIOD
- ----------- ------
<S> <C>
Annual Report on Form 10-K............................ Year ended December 31, 1998, as filed
on March 26, 1999
Quarterly Report on Form 10-Q......................... Quarter ended March 31, 1999, as filed
on May 14, 1999
Quarter ended June 30, 1999, as filed
on August 12, 1999
Items 10-13 of Fleet's Definitive Proxy Statement to
Fleet's stockholders for the 1999 Annual Meeting of
Fleet Stockholders.................................. Filed on March 5, 1999
The description of Fleet common stock set forth in the
Fleet 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;
and
Current Reports on Form 8-K........................... Filed:
-February 1, 1999
-March 17, 1999
-April 2, 1999
-April 20, 1999
-May 14, 1999
-July 20, 1999
-August 12, 1999
</TABLE>
We incorporate by reference additional documents that we may file with the
SEC between the date of this prospectus and the date we sell all of the
securities. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document through us, or from the SEC through the SEC's Internet world wide web
site at the address described above. Documents incorporated by reference are
available from us without charge, excluding any exhibits to those documents,
unless the exhibit is specifically incorporated by reference as an exhibit in
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address:
Investor Relations Department
Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
(617) 346-4000
We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, those
contained in this prospectus or in any of the materials that we have
incorporated into this prospectus. If anyone does give you information of this
sort, you should not rely on it. If you are in a jurisdiction where offers to
sell, or solicitations of offers to purchase, the securities offered by this
document are unlawful, or if you are a person to whom it is unlawful to direct
these types of activities, then the offer presented in this document does not
extend to you. The information contained in this document speaks only as of the
date of this document unless the information specifically indicates that another
date applies.
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<PAGE> 36
FORWARD-LOOKING STATEMENTS
This prospectus, including information included or incorporated by
reference, contains certain forward-looking statements with respect to our
financial condition, results of operations, plans, objectives, future
performance and business, including, without limitation:
- statements relating to the cost savings and accretion to reported
earnings estimated to result from our merger with BankBoston Corporation;
- statements relating to revenues of the combined company after our merger
with BankBoston;
- statements relating to the restructuring charges estimated to be incurred
in connection with our merger with BankBoston; and
- statements preceded by, followed by or that include the words "believes,"
"expects," "anticipates," "estimates" or similar expressions.
These forward-looking statements involve certain risks and uncertainties.
Actual results may differ materially from those contemplated by the
forward-looking statements due to many factors, including:
- expected cost savings from our merger with BankBoston may not be fully
realized or realized within the expected time frame;
- revenues following our merger with BankBoston may be lower than expected;
- competitive pressures among financial services companies may increase
significantly;
- costs or difficulties related to the integration of our business and that
of BankBoston may be greater than expected;
- changes in the interest rate environment may reduce interest margins;
- general economic conditions, either internationally or nationally or in
the states in which we are doing business, may be less favorable than
expected;
- legislative or regulatory changes may adversely affect our business;
- the negative impact of the divestitures to be completed in connection
with our merger with BankBoston may be greater than expected;
- technological changes, including year 2000 data systems compliance
issues, may be more difficult or expensive than anticipated; and
- changes may occur in the securities markets.
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<PAGE> 37
FLEET FINANCIAL GROUP, INC.
We are a diversified financial services company engaged in a general
commercial banking and investment management business in Connecticut, Florida,
Maine, Massachusetts, New Hampshire, New Jersey, New York and Rhode Island.
We also provide a variety of financial services nationwide, including:
- mortgage banking;
- asset-backed lending;
- lease financing;
- credit card services;
- real estate financing;
- brokerage, market-making and securities clearing services;
- services in the capital markets and investment banking; and
- student loan servicing.
At June 30, 1999, our total assets on a consolidated basis were $107
billion, our consolidated total deposits were $66.3 billion and our consolidated
total stockholders' equity was $9.7 billion. Based on total assets at June 30,
1999, we were the ninth largest bank holding company in the United States.
On March 14, 1999, we entered into an Agreement and Plan of Merger
providing for the merger of BankBoston Corporation into us.
- The name of the combined company will be "Fleet Boston Corporation."
- The headquarters of the combined company will remain in Boston,
Massachusetts.
- Terrence Murray, our Chairman and Chief Executive Officer, will be the
Chairman of the Board of Directors and Chief Executive Officer of the
combined company.
- Charles K. Gifford, Chairman and Chief Executive Officer of BankBoston,
will be the President and Chief Operating Officer of the combined
company. Mr. Gifford will succeed to the role of Chief Executive Officer
as of December 31, 2001, or at such earlier time as Mr. Murray may step
down from such role, and Mr. Gifford will succeed to the role of Chairman
of the Board of Directors on December 31, 2002, or at such earlier time
as Mr. Murray may step down from such role.
- The board of directors of the combined company will consist of 12
directors appointed by us and 10 directors appointed by BankBoston.
- The merger is expected to be (1) accounted for under the "pooling-of-
interests" method of accounting and (2) a "reorganization" under the
Internal Revenue Code of 1986, as amended.
- At the effective time of the merger, each share of common stock of
BankBoston, outstanding immediately prior to the effective time of the
merger will be converted into 1.1844 shares of our common stock.
Consummation of the merger is subject to a number of conditions, including:
- receipt of all requisite governmental approvals; and
- certain other customary conditions.
The Federal Reserve Board has approved the transaction, and in connection
therewith, the Federal Reserve Board and the United States Department of Justice
required us to divest approximately $13.2 billion of deposits from the combined
company resulting in estimated divested income of $160 million after tax.
For additional information regarding the merger and certain pro forma
financial information relating thereto, see our current reports on Form 8-K
filed March 17, 1999, April 2, 1999, May 14, 1999 and August 12, 1999, each of
which is incorporated by reference into this
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<PAGE> 38
prospectus. See "Where You Can Find More Information."
Our principal office is located at One Federal Street, Boston,
Massachusetts 02110, telephone number (617) 346-4000.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND
DIVIDENDS ON PREFERRED STOCK
Our consolidated ratios of earnings to fixed charges and dividends on
preferred stock were as follows for the five most recent fiscal years and the
six months ended June 30, 1999:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
----------- --------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges and
Dividends on Preferred Stock:
Excluding Interest on Deposits........... 2.95x 3.09x 3.09x 3.57x 3.10x 1.76x 2.24x
Including Interest on Deposits........... 1.92 1.80 1.83 1.90 1.76 1.36 1.62
</TABLE>
- -------------------------
For the purpose of computing the ratio of earnings to fixed charges,
"EARNINGS" consist of income before income taxes plus fixed charges, excluding
capitalized interest, and, where indicated, the pretax equivalent of dividends
on preferred stock. "FIXED CHARGES" consist of interest on short-term debt and
long-term debt, including interest related to capitalized leases and capitalized
interest, and one-third of rent expense, which approximates the interest
component of such expense. In addition, where indicated, fixed charges include
interest on deposits.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the securities for
general corporate purposes unless otherwise indicated in the prospectus
supplement or term sheet relating to a specific issue of securities. Our general
corporate purposes may include extending credit to, or funding investments in,
our subsidiaries. The precise amounts and the timing of our use of the net
proceeds will depend upon our subsidiaries' funding requirements and the
availability of other funds. Until we use the net proceeds from the sale of any
of our securities for general corporate purposes, we will use the net proceeds
to reduce our short-term indebtedness or for temporary investments. We expect
that we will, on a recurrent basis, engage in additional financings as the need
arises to finance our growth, through acquisitions or otherwise, or to fund our
subsidiaries.
REGULATION AND SUPERVISION
The following discussion sets forth the material elements of the regulatory
framework applicable to bank holding companies and their subsidiaries, and
provides certain specific information relevant to us. This regulatory framework
primarily is intended for the protection of depositors and the deposit insurance
funds that insure deposits of banks, and not for the protection of security
holders. To the extent that the following information describes statu-
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<PAGE> 39
tory and regulatory provisions, it is qualified in its entirety by reference to
those provisions. A change in the statutes, regulations or regulatory policies
applicable to us or our subsidiaries may have a material effect on our business.
GENERAL
As a bank holding company, we are subject to regulation under the Bank
Holding Company Act of 1956, as amended, and to inspection, examination and
supervision by the Federal Reserve Board. Under the Bank Holding Company Act,
bank holding companies generally may not acquire ownership or control of more
than 5% of the voting shares or substantially all the assets of any company,
including a bank, without the prior approval of the Federal Reserve Board. In
addition, bank holding companies generally may engage, directly or indirectly,
only in banking and those other activities as are determined by the Federal
Reserve Board to be closely related to banking.
Various governmental requirements, including Sections 23A and 23B of the
Federal Reserve Act, as amended, limit borrowings by us and our non-bank
subsidiaries from our affiliate insured depository institutions, and also limit
various other transactions between us and our non-bank subsidiaries, on the one
hand, and our affiliate insured depository institutions, on the other. For
example, Section 23A of the Federal Reserve Act limits to no more than 10% of
the bank's total capital the aggregate outstanding amount of any insured
depository institution's loans and other "covered transactions" with any
particular non-bank affiliate, and limits to no more than 20% of the bank's
total capital the aggregate outstanding amount of any insured depository
institution's covered transactions with all of its non-bank affiliates. Section
23A of the Federal Reserve Act also generally requires that an insured
depository institution's loans to its non-bank affiliates be secured, and
Section 23B of the Federal Reserve Act generally requires that an insured
depository institution's transactions with its non-bank affiliates be on
arm's-length terms.
We operate five banks: two national banks, two state chartered banks and a
federal savings bank. BankBoston operates three national banks. Each of our
affiliated national banking associations are subject to regulation primarily by
the Office of the Comptroller of the Currency, the "OCC," and, secondarily, by
the Federal Deposit Insurance Corporation, the "FDIC" and the Federal Reserve
Board. In connection with BankBoston's international operations, we will also be
subject after the merger to regulation by various foreign bank and securities
regulatory agencies in those countries in which BankBoston does business. Each
of our state-chartered banks are also subject to regulation by the FDIC and the
Federal Reserve Board and, in addition, by each such bank's respective state
banking supervisors. Our federal savings bank is subject to regulation by the
Office of Thrift Supervision, the "OTS," and the FDIC. We and our subsidiaries
are also affected by the fiscal and monetary policies of the U.S. federal
government and the Federal Reserve Board, and by various other governmental
requirements and regulations.
LIABILITY FOR BANK SUBSIDIARIES
Under current Federal Reserve Board policy, a bank holding company is
expected to act as a source of financial and managerial strength to each of its
subsidiary banks and to maintain resources adequate to support each subsidiary
bank. This support may be required at times when the bank holding company may
not have the resources to provide it. In addition, Section 55 of the National
Bank Act permits the OCC to order the pro rata assessment of stockholders of a
national bank whose capital has become impaired. If a stockholder fails, within
three months, to pay that assessment, the board of directors has the duty to
sell the stockholder's stock to cover the deficiency. In the event of a bank
holding company's bankruptcy, any commitment by the bank holding company to a
U.S. federal bank regulatory agency to maintain the capital of a subsidiary bank
would be assumed by the bankruptcy trustee and entitled to priority of payment.
Any depository institution insured by the FDIC can be held liable for any
loss incurred,
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<PAGE> 40
or reasonably expected to be incurred, by the FDIC in connection with:
- the default of a commonly controlled FDIC-insured depository institution;
or
- any assistance provided by the FDIC to a commonly controlled FDIC-insured
depository institution in danger of default.
"DEFAULT" generally is defined as the appointment of a conservator or receiver
and "IN DANGER OF DEFAULT" generally is defined as the existence of certain
conditions indicating that a default is likely to occur in the absence of
regulatory assistance.
All of our banks are FDIC-insured depositary institutions. Also, if a
default occurred with respect to a bank, any capital loans to the bank from its
parent holding company would be subordinate in right of payment to payment of
the bank's depositors and certain of its other obligations.
CAPITAL REQUIREMENTS
We are subject to risk-based capital requirements and guidelines imposed by
the Federal Reserve Board, which are substantially similar to the capital
requirements and guidelines imposed by the Federal Reserve Board, the OCC, the
OTS and the FDIC on our depository institutions within their respective
jurisdictions. For this purpose, a depository institution's or holding company's
assets and certain specified off-balance sheet commitments are assigned to four
risk categories, each weighted differently based on the level of credit risk
that is ascribed to those assets or commitments. In addition, risk-weighted
assets are adjusted for low-level recourse and market-risk equivalent assets. A
depository institution's or holding company's capital, in turn, is divided into
three tiers:
- core, or "TIER 1" capital, which includes common equity, non-cumulative
perpetual preferred stock, a limited amount of cumulative perpetual
preferred stock and related surplus (excluding auction rate issues), and
a limited amount of cumulative perpetual preferred stock and minority
interests in equity accounts of consolidated subsidiaries, less goodwill,
certain identifiable intangible assets and certain other assets;
- supplementary, or "TIER 2" capital, which includes, among other items,
perpetual preferred stock not meeting the Tier 1 definition, mandatory
convertible securities, subordinated debt and allowances for loan and
lease losses, subject to certain limitations, less certain required
deductions; and
- market risk, or "TIER 3" capital, which includes qualifying unsecured
subordinated debt.
Like other bank holding companies, we currently are required to maintain
Tier 1 and "TOTAL CAPITAL" (the sum of Tier 1, Tier 2 and Tier 3 capital) equal
to at least 4% and 8% of our total risk-weighted assets (including certain
off-balance-sheet items, such as unused lending commitments and standby letters
of credit), respectively. At June 30, 1999, we met both requirements, with Tier
1 and total capital equal to 7.03% and 11.19% of our total risk-weighted assets.
The Federal Reserve Board, the FDIC and the OCC have adopted rules to
incorporate market and interest rate risk components into their risk-based
capital standards. Amendments to the risk-based capital requirements,
incorporating market risk, became effective January 1, 1998. Under the new
market-risk requirements, capital will be allocated to support the amount of
market risk related to a financial institution's ongoing trading activities.
The Federal Reserve Board also requires bank holding companies to maintain
a minimum "LEVERAGE RATIO," defined as, Tier 1 capital to average adjusted total
assets, of 3%, if the bank holding company has the highest regulatory rating and
meets certain other requirements, or of 3% plus an additional cushion of at
least 1% to 2% if the bank holding company does not meet these requirements. At
June 30, 1999, our leverage ratio was 7.25%.
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<PAGE> 41
The Federal Reserve Board may set capital requirements higher than the
minimums noted above for holding companies whose circumstances warrant it. For
example, bank holding companies experiencing or anticipating significant growth
may be expected to maintain strong capital positions substantially above the
minimum supervisory levels without significant reliance on intangible assets.
Furthermore, the Federal Reserve Board has indicated that it will consider a
"TANGIBLE TIER 1 CAPITAL LEVERAGE RATIO," which would deduct all intangibles,
and other indicia of capital strength in evaluating proposals for expansion or
new activities.
Each of the banks is subject to similar risk-based and leverage capital
requirements adopted by its applicable U.S. federal banking agency. Each of our
banks was in compliance with the applicable minimum capital requirements as of
June 30, 1999.
Failure to meet capital requirements could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business, which are described under
"-- FDICIA."
FDICIA
The Federal Deposit Insurance Corporation Improvement Act of 1991,
"FDICIA," among other things, identifies five capital categories for insured
depository institutions -- well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized -- and requires U.S. federal bank regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements based on these
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Unless a bank or thrift is well-capitalized,
it is subject to restrictions on its ability to offer brokered deposits and on
certain other aspects of its operations. An undercapitalized bank or thrift must
develop a capital restoration plan and its parent bank holding company must
guarantee the bank's or thrift's compliance with the plan up to the lesser of 5%
of the bank's or thrift's assets at the time it became undercapitalized and the
amount needed to comply with the plan.
As of June 30, 1999, each of our bank and thrift subsidiaries was
well-capitalized, based on the prompt corrective action ratios and guidelines
described above. It should be noted, however, that a bank's capital category is
determined solely for the purpose of applying the OCC's, or the FDIC's, prompt
corrective action regulations and that the capital category may not constitute
an accurate representation of the bank's overall financial condition or
prospects.
DIVIDEND RESTRICTIONS
Various U.S. federal and state statutory provisions limit the amount of
dividends our banks can pay to us without regulatory approval. Dividend payments
by national banks are limited to the lesser of:
- the level of undivided profits; and
- absent regulatory approval, an amount not in excess of net income for the
current year combined with retained net income for the preceding two
years.
Likewise, the approval of the Federal Reserve Board is required for any
dividend by a state-chartered bank that is a member of the Federal Reserve
System, a "STATE MEMBER BANK," if the total of all dividends declared by the
bank in any calendar year would exceed the total of its net profits, as defined
by regulatory agencies for that year combined with its retained net profits for
the preceding two years. In addition, a state member bank may not pay a dividend
in an amount greater than its net profits then on hand. Depending on certain
factors, a U.S. federal savings bank may be required to file an application or
notice with the OTS prior to the payment of any dividends. For example, an
application is required if the total amount of all dividends and other capital
distributions for the current calendar year paid by a U.S. federal savings bank
exceeds its net income for that year as well as its retained net
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<PAGE> 42
income for the preceding two years. A prior notice is required if, among other
things, a U.S. federal savings bank is proposing to pay a dividend that would
reduce the amount of, or retire any of part of, its common or preferred stock or
retire any part of any debt instruments which are included in its capital for
purposes of OTS regulations.
At June 30, 1999, approximately $826 million of the total stockholders'
equity of our banks was available for payment of dividends to us, without
approval by the applicable regulatory authority.
In addition, U.S. federal bank regulatory authorities have authority to
prohibit our banks from engaging in an unsafe or unsound practice in conducting
their business. The payment of dividends, depending upon the financial condition
of the bank in question, could be deemed to constitute an unsafe or unsound
practice. The ability of our banks to pay dividends in the future is currently,
and could be further, influenced by bank regulatory policies and capital
guidelines.
DEPOSIT INSURANCE ASSESSMENTS
The deposits of each of our banks are insured up to regulatory limits by
the FDIC, and, accordingly, are subject to deposit insurance assessments to
maintain the Bank Insurance Fund, the "BIF," and/or the Savings Association
Insurance Fund, the "SAIF," administered by the FDIC. The FDIC has adopted
regulations establishing a permanent risk-related deposit insurance assessment
system. Under this system, the FDIC places each insured bank in one of nine risk
categories based on (1) the bank's capitalization and (2) supervisory
evaluations provided to the FDIC by the institution's primary U.S. federal
regulator. Each insured bank's insurance assessment rate is then determined by
the risk category in which it is classified by the FDIC.
Effective January 1, 1997, the annual insurance premiums on bank deposits
insured by the BIF and the SAIF vary between $0.00 per $100 of deposits for
banks classified in the highest capital and supervisory evaluation categories to
$0.27 per $100 of deposits for banks classified in the lowest capital and
supervisory evaluation categories.
The Deposit Insurance Funds Act provides for assessments to be imposed on
insured depository institutions with respect to deposits insured by the BIF and
the SAIF (in addition to assessments currently imposed on depository
institutions with respect to BIF- and SAIF-insured deposits) to pay for the cost
of Financing Corporation, "FICO," funding. The FDIC established the FICO
assessment rates effective September 1, 1999, at $0.01184 per $100 annually for
BIF-assessable deposits and $0.05920 per $100 annually for SAIF-assessable
deposits. The FICO assessments do not vary depending upon a depository
institution's capitalization or supervisory evaluations. Our banks held
approximately $62.8 billion and $2.7 billion, respectively, of BIF-assessable
and SAIF-assessable deposits as of June 30, 1999.
DEPOSITOR PREFERENCE STATUTE
In the "liquidation or other resolution" of an institution by any receiver,
U.S. federal legislation provides that deposits and certain claims for
administrative expenses and employee compensation against the insured depository
institution would be afforded a priority over other general unsecured claims
against that institution, including federal funds and letters of credit.
BROKERED DEPOSITS
Under FDIC regulations, no FDIC-insured depository institution can accept
brokered deposits unless it (1) is well capitalized, or (2) is adequately
capitalized and receives a waiver from the FDIC. In addition, these regulations
prohibit any depository institution that is not well-capitalized from (1) paying
an interest rate on deposits in excess of 75 basis points over certain
prevailing market rates or (2) offering "pass through" deposit insurance on
certain employee benefit plan accounts, unless it provides certain notice to
affected depositors.
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INTERSTATE BANKING AND BRANCHING
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act,
"RIEGLE-NEAL," subject to certain concentration limits and other requirements:
- bank holding companies such as us are permitted to acquire banks and bank
holding companies located in any state;
- any bank that is a subsidiary of a bank holding company is permitted to
receive deposits, renew time deposits, close loans, service loans and
receive loan payments as an agent for any other bank subsidiary of that
bank holding company; and
- banks are permitted to acquire branch offices outside their home states
by merging with out-of-state banks, purchasing branches in other states
and establishing de novo branch offices in other states. The ability of
banks to acquire branch offices through purchase or opening of other
branches is contingent, however, on the host state having adopted
legislation "opting in" to those provisions of Riegle-Neal. In addition,
the ability of a bank to merge with a bank located in another state is
contingent on the host state not having adopted legislation "opting out"
of that provision of Riegle-Neal.
We might use Riegle-Neal to acquire banks in additional states and to
consolidate our bank subsidiaries under a smaller number of separate charters.
CONTROL ACQUISITIONS
The Change in Bank Control Act prohibits a person or group of persons from
acquiring "control" of a bank holding company, unless the Federal Reserve Board
has been notified and has not objected to the transaction. Under a rebuttable
presumption established by the Federal Reserve Board, the acquisition of 10% or
more of a class of voting stock of a bank holding company with a class of
securities registered under Section 12 of the Exchange Act, such as us, would,
under the circumstances set forth in the presumption, constitute acquisition of
control of the bank holding company.
In addition, a company is required to obtain the approval of the Federal
Reserve Board under the Bank Holding Company Act before acquiring 25% (5% in the
case of an acquiror that is a bank holding company) or more of any class of
outstanding common stock of a bank holding company, or otherwise obtaining
control or a "controlling influence" over that bank holding company.
FUTURE LEGISLATION
Various legislation, including proposals to substantially change the
financial institution regulatory system, expand the powers of banking
institutions and bank holding companies, and limit the investments that a
depository institution may make with insured funds, is from time to time
introduced in the U.S. Congress. This legislation may change banking statutes
and the operating environment of the combined company and its subsidiaries in
substantial and unpredictable ways. We cannot accurately predict whether this
potential legislation will ultimately be enacted, and, if enacted, the ultimate
effect that it, or implementing regulations, would have upon our or our
subsidiaries' financial condition or results of operations.
DESCRIPTION OF PREFERRED STOCK
The following summary contains a description of the general terms of the
preferred stock, par value $1.00 per share, the "PREFERRED STOCK" that we may
issue. Other terms of any series of preferred stock will be described in the
prospectus supplement relating to that series of preferred stock. The terms of
any series of preferred stock may differ from the terms described below. Certain
provisions of the preferred stock described below and in any prospectus
supplement are not
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<PAGE> 44
complete. You should refer to our Restated Articles of Incorporation, as
amended, "ARTICLES OF INCORPORATION," and the certificate of designation which
will be filed with the SEC in connection with the offering of the series of
preferred stock.
GENERAL
Our articles of incorporation authorize our board of directors to provide
for the issuance of preferred stock in one or more series, without shareholder
action. The board of directors can determine the rights, preferences and
limitations of each series. Under our articles of incorporation, 16,000,000
shares are classified as preferred stock. Prior to the issuance of each series
of preferred stock, our board of directors will adopt resolutions creating and
designating the series as a series of preferred stock. As of June 30, 1999, we
had outstanding five series of preferred stock as follows:
- 500,000 shares of 9.35% cumulative preferred stock, having a liquidation
value of $250 per share, plus accrued and unpaid dividends, were
designated and 500,000 were issued and outstanding;
- 1,265,000 shares of series V 7.25% perpetual preferred stock, having a
liquidation value of $250 per share, plus accrued and unpaid dividends,
were designated and 765,010 were issued and outstanding;
- 690,000 shares of series VI 6.75% perpetual preferred stock, having a
liquidation value of $250 per share, plus accrued and unpaid dividends,
were designated and 600,000 were issued and outstanding;
- 805,000 shares of series VII fixed/ adjustable rate cumulative preferred
stock, having a liquidation value of $250 per share, plus accrued and
unpaid dividends, were designated and 700,000 were issued and
outstanding; and
- 200,000 shares of series VIII fixed/ adjustable rate noncumulative
preferred stock, having a liquidation value of $250 per share, plus
accrued and unpaid dividends, were designated and 200,000 were issued and
outstanding.
In addition, our board of directors has established a series of 6,000,000 shares
of cumulative participating junior preferred stock, the "JUNIOR PREFERRED
STOCK," issuable upon exercise of our preferred share purchase rights described
below, of which no shares were issued and outstanding as of June 30, 1999. Each
such outstanding series is described below under "Description of Existing
Preferred Stock".
The preferred stock has the terms described below unless otherwise provided
in the prospectus supplement relating to a particular series of the preferred
stock. You should read the prospectus supplement relating to the particular
series of the preferred stock being offered for specific terms, including:
- the title of the preferred stock and the number of shares offered;
- the amount of liquidation preference per share;
- the price at which the preferred stock will be issued;
- the dividend rate, or method of calculation, the dates on which dividends
will be payable, whether dividends will be cumulative or noncumulative
and, if cumulative, the dates from which dividends will commence to
accumulate;
- any redemption or sinking fund provisions;
- any conversion provisions;
- whether we have elected to offer depositary shares as described under
"Description of Depositary Shares"; and
- any other rights, preferences, privileges, limitations and restrictions
on the preferred stock.
The preferred stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the prospectus supplement, each series of the
preferred stock will rank equally as
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to dividends and liquidation rights in all respects with each other series of
preferred stock, except for the junior preferred stock, and will rank senior in
all respects to any outstanding shares of our junior preferred stock and common
stock.
The preferred stock will have no preemptive rights to subscribe for any
additional securities which we may issue.
Unless otherwise specified in the applicable prospectus supplement, the
depositary, transfer agent, registrar, dividend disbursing agent and redemption
agent for shares of the preferred stock will be First Chicago Trust Company.
As described under "Description of Depositary Shares", we may, at our
option, with respect to any series of the preferred stock, elect to offer
fractional interests in shares of preferred stock, and provide for the issuance
of depositary receipts representing depositary shares, each of which will
represent a fractional interest in a share of that series of the preferred
stock. The fractional interest will be specified in the prospectus supplement
relating to a particular series of the preferred stock.
Any series of the preferred stock will, with respect to the priority of the
payment of dividends and the priority of payments upon liquidation, winding up
and dissolution, rank:
- senior to all classes of common stock and all equity securities issued by
us the terms of which specifically provide that the equity securities
will rank junior to the preferred stock, the "JUNIOR SECURITIES;"
- equally with all equity securities issued by us the terms of which
specifically provide that the equity securities will rank equally with
the preferred stock, the "PARITY SECURITIES;" and
- junior to all equity securities issued by us the terms of which
specifically provide that the equity securities will rank senior to the
preferred stock.
DIVIDENDS
Holders of the preferred stock of each series will be entitled to receive,
when, as and if declared by our board of directors, cash dividends at such rates
and on such dates described in the prospectus supplement. Different series of
preferred stock may be entitled to dividends at different rates or based on
different methods of calculation. The dividend rate may be fixed or variable or
both. If variable, the formula or other method used for determining the
applicable dividend rate for each dividend period will be described in the
applicable prospectus supplement. If fixed, dividends will be calculated on the
basis of a 360-day year consisting of twelve 30-day months.
Dividends on any series of the preferred stock may be cumulative or
noncumulative, as described in the applicable prospectus supplement. If our
board of directors does not declare a dividend payable on a dividend payment
date on any series of noncumulative preferred stock, then the holders of that
noncumulative preferred stock will have no right to receive a dividend for that
dividend payment date, and we will have no obligation to pay the dividend
accrued for that period, whether or not dividends on that series are declared
payable on any future dividend payment dates.
No full dividends may be declared or paid or funds set apart for the
payment of any dividends on any parity securities unless dividends have been
paid or set apart for payment on the preferred stock. If full dividends are not
paid, the preferred stock will share dividends pro rata with the parity
securities. No dividends may be declared or paid or funds set apart for the
payment of dividends on any junior securities unless full cumulative dividends
for all dividend periods terminating on or prior to the date of the declaration
or payment will have been paid or declared and a sum sufficient for the payment
set apart for payment on the preferred stock.
Our ability to pay dividends on our preferred stock is subject to policies
established by the Federal Reserve Board. See "Regulation and
Supervision--Dividend Restrictions."
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RIGHTS UPON LIQUIDATION
If we dissolve, liquidate or wind up our affairs, either voluntarily or
involuntarily, the holders of each series of preferred stock will be entitled to
receive, before any payment or distribution of assets is made to holders of
junior securities, liquidating distributions in the amount described in the
prospectus supplement relating to that series of the preferred stock, plus an
amount equal to accrued and unpaid dividends and, if the series of the preferred
stock is cumulative, for all dividend periods prior to that point in time. If
the amounts payable with respect to the preferred stock of any series and any
other parity securities are not paid in full, the holders of the preferred stock
of that series and of the parity securities will share proportionately in the
distribution of our assets in proportion to the full liquidation preferences to
which they are entitled. After the holders of preferred stock and the parity
securities are paid in full, they will have no right or claim to any of our
remaining assets.
Because we are a bank holding company, our rights, the rights of our
creditors and of our stockholders, including the holders of the preferred stock
offered by this prospectus, to participate in the assets of any subsidiary upon
the subsidiary's liquidation or recapitalization may be subject to the prior
claims of the subsidiary's creditors except to the extent that we may ourselves
be a creditor with recognized claims against the subsidiary.
REDEMPTION
A series of the preferred stock may be redeemable, in whole or in part, at
our option or the option of the holder. In addition, a series of preferred stock
may be subject to mandatory redemption pursuant to a sinking fund or otherwise.
The redemption provisions that may apply to a series of preferred stock,
including the redemption dates and the redemption prices for that series, will
be described in the prospectus supplement.
In the event of partial redemptions of preferred stock, whether by
mandatory or optional redemption, our board of directors will determine the
method for selecting the shares to be redeemed, which may be by lot or pro rata
or by any other method determined to be equitable.
On or after a redemption date, unless we default in the payment of the
redemption price, dividends will cease to accrue on shares of preferred stock
called for redemption. In addition, all rights of holders of the shares will
terminate except for the right to receive the redemption price.
Under current regulations, bank holding companies may exercise an option to
redeem shares of preferred stock included as Tier 1 capital, or exchange the
preferred stock for debt securities, without the prior approval of the Federal
Reserve Board, if the bank holding company will remain well capitalized,
received a composite rating of 1 or 2 on its most recent BOPEC inspection and is
not the subject of any unresolved supervisory issues.
VOTING RIGHTS
Unless otherwise described in the applicable prospectus supplement, holders
of the preferred stock will have no voting rights except as set forth below or
as otherwise required by law.
Whenever dividends payable on the preferred stock are in arrears for a
number of dividend periods, whether or not consecutive, which in the aggregate
is equivalent to six calendar quarters, the holders of outstanding shares of the
preferred stock, voting as a class with holders of shares of all other series of
preferred stock ranking equally with the preferred stock either as to dividends
or the distribution of assets upon liquidation, dissolution or winding up and
upon which like voting rights have been conferred and are exercisable, will be
entitled to vote for the election of two additional directors on the terms set
forth below. These voting rights will continue, in the case of any series of
cumulative preferred stock, until all past dividends accumulated on shares of
cumulative preferred stock are paid in full. Upon payment in full of these
dividends, the voting rights will terminate except as expressly provided by law.
These voting rights are subject to re-vesting in the event of each and every
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subsequent default in the payment of dividends. Holders of all series of
preferred stock which are granted these voting rights and which rank equally
with the preferred stock will vote as a class, and, unless otherwise specified
in the applicable prospectus supplement, each holder of shares of the preferred
stock will have one vote for each share of stock held and each other series will
have the number of votes, if any, for each share of stock held as may be granted
to them. In the event that the holders of shares of the preferred stock are
entitled to vote as described in this paragraph, our board of directors will be
increased by two directors, and the holders of the preferred stock will have the
exclusive right as members of that class, as outlined above, to elect two
directors at the next annual meeting of stockholders.
Upon termination of the right of the holders of the preferred stock to vote
for directors as discussed in the preceding paragraph, the term of office of all
directors then in office elected by those holders will terminate immediately.
Whenever the term of office of the directors elected by those holders ends and
the related special voting rights expire, the number of directors will
automatically be decreased to the number of directors as would otherwise
prevail.
So long as any shares of preferred stock remain outstanding, we shall not,
without the affirmative vote or consent of the holders of at least two-thirds of
the shares of the preferred stock outstanding at the time, voting as a class
with all other series of preferred stock ranking equally with the preferred
stock either as to dividends or the distribution of assets upon liquidation,
dissolution or winding up and upon which like voting rights have been conferred
and are exercisable, given in person or by proxy, either in writing or at a
meeting:
- issue, authorize or increase the authorized amount of, any class or
series of stock ranking senior to the preferred stock with respect to
payment of dividends or the distribution of assets upon liquidation,
dissolution or winding up of us; or
- amend, alter or repeal, whether by merger, consolidation or otherwise,
the provisions of our articles of incorporation or the certificate of
designations of the preferred stock so as to adversely affect any powers,
preferences, privileges or rights of the preferred stock.
However, any increase in the amount of authorized preferred stock or the
creation and issuance, or an increase in the authorized or issued amount, of
other series of preferred stock, or any increase in the amount of authorized
shares of preferred stock, in each case ranking equally with or junior to the
preferred stock with respect to the payment of dividends and the distribution of
assets upon our liquidation, dissolution or winding up will not be deemed to
adversely affect these powers, preferences, privileges or rights.
Under regulations adopted by the Federal Reserve Board, if the holders of
any series of the preferred stock are or become entitled to vote for the
election of directors because dividends on such series are in arrears, such
series may then be deemed a "class of voting securities" and a holder of 25% or
more of such series, or a holder of 5% or more if it otherwise exercises a
"controlling influence" over us, may then be subject to regulation as a bank
holding company in accordance with the Bank Holding Company Act. In addition, at
such time as such series is deemed a class of voting securities, (a) any other
bank holding company may be required to obtain the approval of the Federal
Reserve Board to acquire or retain 5% or more of that series and (b) any person
other than a bank holding company may be required to obtain the approval of the
Federal Reserve Board to acquire or retain 10% or more of that series.
CONVERSION RIGHTS
The prospectus supplement relating to any series of the preferred stock
that is convertible will state the terms on which shares of such series are
convertible into our other securities.
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DESCRIPTION OF DEPOSITARY SHARES
GENERAL
We may, at our option, elect to offer fractional shares of preferred stock,
"DEPOSITARY SHARES," rather than full shares of preferred stock. If we do, we
will issue to the public receipts, called "DEPOSITARY RECEIPTS," for depositary
shares, each of which will represent a fraction, to be described in the
prospectus supplement, of a share of a particular series of preferred stock.
The shares of any series of preferred stock represented by depositary
shares will be deposited under a Deposit Agreement, the "DEPOSIT AGREEMENT,"
between us and the depositary named in the prospectus supplement, the
"DEPOSITARY." Subject to the terms of the deposit agreement, each owner of a
depositary share will be entitled, in proportion to the applicable fractional
interest in a share of preferred stock represented by the depositary share, to
all the rights and preferences of the preferred stock represented by the
depositary share. Those rights include dividend, voting, redemption, conversion
and liquidation rights.
The following summary of certain provisions of the deposit agreement is not
complete and is subject to, and is qualified in its entirety by reference to,
all the provisions of the deposit agreement. Whenever particular sections of the
deposit agreement are referred to, it is intended that the sections shall be
incorporated by reference in this prospectus. You should read copies of the
forms of deposit agreement and depositary receipt filed as exhibits to the
registration statement which contains this prospectus.
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all cash dividends or other cash
distributions received in respect of the preferred stock to the record holders
of depositary shares in proportion to the numbers of depositary shares owned by
those holders.
If there is a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares,
unless the depositary determines that it is not feasible to make the
distribution. If this occurs, the depositary may, with our approval, sell the
property and distribute the net proceeds from the sale to the holders.
WITHDRAWAL OF STOCK
Unless the related depositary shares have been previously called for
redemption, upon surrender of the depositary receipts at the office of the
depositary, the holder of the depositary shares will be entitled to delivery, at
the office of the depositary to or upon his or her order, of the number of whole
shares of the preferred stock and any money or other property represented by the
depositary shares. If the depositary receipts delivered by the holder evidence a
number of depositary shares in excess of the number of depositary shares
representing the number of whole shares of preferred stock to be withdrawn, the
depositary will deliver to the holder at the same time a new depositary receipt
evidencing the excess number of depositary shares. In no event will the
depositary deliver fractional shares of preferred stock upon surrender of
depositary receipts.
REDEMPTION OF DEPOSITARY SHARES
Whenever we redeem shares of preferred stock held by the depositary, the
depositary will redeem as of the same redemption date the number of depositary
shares representing shares of the preferred stock so redeemed, so long as we
have paid in full to the depositary the redemption price of the preferred stock
to be redeemed plus an amount equal to any accumulated and unpaid dividends on
the preferred stock to the date fixed for redemption. The redemption price per
depositary share will be equal to the redemption price and any other amounts per
share payable on the preferred stock multiplied by the fraction of a share of
preferred stock represented by one depositary share. If less than all the
depositary shares are to be redeemed, the depositary shares to be
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redeemed will be selected by the lot or pro rata as may be determined by the
depositary.
After the date fixed for redemption, depositary shares called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of depositary shares will cease, except the right to receive the moneys
payable upon redemption and any money or other property to which the holders of
the depositary shares were entitled upon redemption upon surrender to the
depositary of the depositary receipts evidencing the depositary shares.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary receipts
relating to that preferred stock. The record date for the depositary receipts
relating to the preferred stock will be the same date as the record date for the
preferred stock. Each record holder of the depositary shares on the record date
will be entitled to instruct the depositary as to the exercise of the voting
rights pertaining to the number of shares of preferred stock represented by that
holder's depositary shares. The depositary will endeavor, insofar as
practicable, to vote the number of shares of preferred stock represented by the
depositary shares in accordance with those instructions, and we will agree to
take all action which may be deemed necessary by the depositary in order to
enable the depositary to do so. The depositary will not vote any shares of
preferred stock except to the extent it receives specific instructions from the
holders of depositary shares representing that number of shares of preferred
stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment that materially and
adversely alters the rights of the existing holders of depositary receipts will
not be effective unless it has been approved by the holders of at least a
majority of the depositary shares then outstanding.
We or the depositary may terminate the deposit agreement only if:
- all outstanding depositary shares have been redeemed; or
- there has been a final distribution in respect of the preferred stock in
connection with our liquidation, dissolution or winding up and the
distribution has been distributed to the holders of depositary receipts.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges of
the depositary in connection with the initial deposit of the preferred stock and
any redemption of the preferred stock. Holders of depositary receipts will pay
other transfer and other taxes and governmental charges and such other charges
as are expressly provided in the deposit agreement to be for their accounts.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering to us notice of its
election to do so, and we may remove the depositary at any time. Any resignation
or removal of the depositary will take effect upon our appointment of a
successor depositary and its acceptance of such appointment. The successor
depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at
least $50,000,000.
NOTICES
The depositary will forward to holders of depositary receipts all notices,
reports and other communications, including proxy solicitation materials
received from us, which are delivered to the depositary and which we are
required to furnish to the holders of the preferred stock.
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LIMITATION OF LIABILITY
Neither we nor the depositary will be liable if either of us is prevented
or delayed by law or any circumstance beyond our control in performing our
obligations under the deposit agreement. Our obligations and those of the
depositary under the deposit agreement will be limited to performance in good
faith of our and their duties thereunder. We and the depositary will not be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or preferred stock unless satisfactory indemnity is furnished.
We and the depositary may rely upon written advice of counsel or accountants, on
information provided by persons presenting preferred stock for deposit, holders
of depositary receipts or other persons believed to be competent and on
documents believed to be genuine.
INSPECTION OF BOOKS
Any record holder of depositary shares who has been a holder for at least
six months or who holds at least five percent of our outstanding shares of
capital stock will be entitled to inspect the transfer books relating to the
depositary shares and the list of record holders of depositary shares upon
certification to the depositary that the holder is acting in good faith and that
the inspection is for a proper purpose.
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DESCRIPTION OF EXISTING PREFERRED STOCK
GENERAL
The following summary of the outstanding series of our preferred stock does
not purport to be complete, and is subject in all respects to the applicable
provisions of the Rhode Island Business Corporation Act, our articles of
incorporation and our bylaws.
9.35% CUMULATIVE PREFERRED STOCK
We must pay dividends on the outstanding 9.35% preferred stock cumulatively
and on a quarterly basis at the rate of 9.35% per annum. We may not redeem any
shares of our common stock or any other junior securities or parity securities,
unless full cumulative dividends for all past dividend payment periods have been
paid. Further, if any dividends on the 9.35% preferred stock are in arrears, we
may not redeem any shares of the 9.35% preferred stock, unless all outstanding
shares of the 9.35% preferred stock are simultaneously redeemed, except pursuant
to a purchase or exchange offer made on the same terms to holders of all
outstanding shares of the 9.35% preferred stock.
We may redeem the 9.35% preferred stock on at least 30 but not more than 60
days' notice, at our option, in whole or in part, at any time on and after
January 15, 2000, at a redemption price equal to $250 per share, plus any
accrued and unpaid dividends.
Holders of the 9.35% preferred stock have no voting rights except as
described above under "Description of Preferred Stock--Voting Rights."
SERIES V 7.25% PERPETUAL PREFERRED STOCK
The holders of Series V preferred stock are entitled to receive dividends
at the rate of 7.25% per annum, payable quarterly, before any dividend may be
declared or paid on our common stock or any junior securities. The dividends on
the Series V preferred stock are cumulative. We may redeem the Series V
preferred stock, in whole or in part, at our option, on and after April 15,
2001, at $250 per share, plus accrued and unpaid dividends, if any. However, so
long as any shares of the Series V preferred stock are outstanding, we may not
redeem any shares of our common stock or any other junior securities or parity
securities, unless full cumulative dividends on all outstanding shares of the
Series V preferred stock are paid for all past dividend payment periods.
If any dividends on the Series V preferred stock are in arrears, Fleet may
not redeem any shares of the Series V preferred stock, unless all outstanding
shares of the Series V preferred stock are simultaneously redeemed, except
pursuant to a purchase or exchange offer made on the same terms to holders of
all outstanding shares of the Series V preferred stock.
Holders of the Series V preferred stock have no voting rights except as
described above under "Description of Preferred Stock--Voting Rights."
SERIES VI 6.75% PERPETUAL PREFERRED STOCK
The holders of Series VI preferred stock are entitled to receive dividends
at the rate of 6.75% per annum, payable quarterly, before any dividend may be
declared or paid on our common stock or any junior securities. The dividends on
the Series VI preferred stock are cumulative. The amount of dividends payable in
respect of the Series VI preferred stock will be adjusted in the event of
certain amendments to the Internal Revenue Code, as amended, in respect of the
dividends received deduction.
We may redeem the Series VI preferred stock, in whole or in part, at our
option, on and after April 15, 2006, at $250 per share, plus accrued and unpaid
dividends, if any. We may also redeem the Series VI preferred stock prior to
April 15, 2006, in whole, at our option, in the event of certain amendments to
the Internal Revenue Code in respect of the dividends received deduction.
So long as any shares of the Series VI preferred stock are outstanding, we
may not redeem any shares of our common stock or any other junior securities or
parity securities unless
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full cumulative dividends on all outstanding shares of the Series VI preferred
stock are paid for all past dividend payment periods. Further, if any dividends
on the Series VI preferred stock are in arrears, we may not redeem any shares of
the Series VI preferred stock unless all outstanding shares of the Series VI
preferred stock are simultaneously redeemed, except pursuant to a purchase or
exchange offer made on the same terms to holders of all outstanding shares of
the Series VI preferred stock.
Holders of the Series VI preferred stock have no voting rights except as
described above under "Description of Preferred Stock--Voting Rights."
SERIES VII FIXED/ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK
Through April 1, 2006, the holders of the Series VII preferred are entitled
to receive dividends at the rate of 6.60% per annum computed on the basis of the
issue price of the Series VII preferred stock of $250 per share, payable
quarterly, before we may declare or pay any dividend upon our common stock or
any junior securities. Thereafter the dividend rate on the Series VII preferred
stock will be a rate per annum equal to .50% plus the highest of the Treasury
Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year Constant
Maturity Rate, as each term is defined in the Certificate of Designation
establishing the Series VII preferred stock. The applicable rate per annum for
any dividend period beginning on or after April 1, 2006 will not be less than
7.0% nor greater than 13.0%.
Dividends on the Series VII preferred stock are cumulative. The amount of
dividends that will be payable in respect of the Series VII preferred stock will
be adjusted in the event of certain amendments to the Internal Revenue Code in
respect of the dividends received deduction.
We may redeem the Series VII preferred stock, in whole or in part, at our
option, on and after April 1, 2006, at $250 per share, plus accrued and unpaid
dividends, if any. We may also redeem the Series VII preferred stock prior to
April 1, 2006, in whole, at our option, in the event of certain amendments to
the Internal Revenue Code in respect of the dividends received deduction.
So long as any shares of the Series VII preferred stock are outstanding, we
may not redeem any shares of our common stock or any junior securities or parity
securities, unless full cumulative dividends on all outstanding shares of Series
VII preferred stock are paid for all past dividend payment periods. Further, if
any dividends on the Series VII preferred stock are in arrears, we may not
redeem any shares of the Series VII preferred stock, unless all outstanding
shares of the Series VII preferred stock are simultaneously redeemed, except
pursuant to a purchase or exchange offer made on the same terms to holders of
all outstanding shares of the Series VII preferred stock.
Holders of the Series VII preferred stock have no voting rights except as
described above under "Description of Preferred Stock--Voting Rights."
SERIES VIII FIXED/ADJUSTABLE RATE NONCUMULATIVE PREFERRED STOCK
Through October 1, 2001, the holders of the Series VIII preferred stock are
entitled to receive dividends at the rate of 6.59% per annum, payable quarterly,
before any dividend may be declared or paid on our common stock or any junior
securities. Thereafter the dividend rate on the Series VIII preferred stock will
be a rate per annum equal to .45% plus the highest of the Treasury Bill Rate,
the Ten Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate,
as each term is defined in the Certificate of Designations establishing the
Series VIII preferred stock. The applicable rate per annum for any dividend
period beginning on or after October 1, 2001, will not be less than 7.0% nor
greater than 13.0%. The dividends on the Series VIII preferred stock are
noncumulative. The amount of dividends payable in respect of the Series VIII
preferred stock will be adjusted in the event of certain amendments to the
Internal Revenue Code in respect of the dividends received deduction.
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We may redeem the Series VIII preferred stock, in whole or in part, at our
option on and after October 1, 2001, at $250 per share, plus accrued and unpaid
dividends, if any for the then-current dividend period, without accumulation of
accrued and unpaid dividends for prior dividend periods. We may also redeem the
Series VIII preferred stock prior to October 1, 2001, in whole, at our option,
in the event of certain amendments to the Internal Revenue Code in respect of
the dividends received deduction.
So long as any shares of the Series VIII preferred stock are outstanding,
we may not redeem any shares of our common stock or any junior securities or
parity securities, unless all dividends on all outstanding shares of Series VIII
preferred stock are paid for the then-current dividend period. Further, if
dividends on the Series VIII preferred stock have not been paid for the
then-current dividend period, we may not redeem any shares of the Series VIII
preferred stock, unless all outstanding shares of such class are simultaneously
redeemed, except pursuant to a purchase or exchange offer made on the same terms
to holders of all outstanding shares of the Series VIII preferred stock.
Holders of the Series VIII preferred stock have no voting rights except as
described above under "Description of Preferred Stock--Voting Rights."
JUNIOR PREFERRED STOCK
As of the date of this Prospectus, there were 6 million shares of junior
preferred stock reserved for issuance upon the exercise of our preferred share
purchase rights. See "--Description of Common Stock--Preferred Share Purchase
Rights." Shares of junior preferred stock purchasable upon exercise of our
preferred share purchase rights will rank junior to the preferred stock and will
not be redeemable. Each share of junior preferred stock will, subject to the
rights of our senior securities, be entitled to a preferential cumulative
quarterly dividend payment equal to the greater of $1.00 per share or, subject
to certain adjustments, 100 times the dividend declared per share of our common
stock. Upon our liquidation, dissolution or winding up, holders of junior
preferred stock will, subject to the rights of those senior securities, be
entitled to a preferential liquidation payment equal to the greater of $1.00 per
share, plus all accrued and unpaid dividends, or 100 times the amount received
per share of our common stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of our common stock are
exchanged, each share of junior preferred stock will, subject to the rights of
those senior securities, be entitled to receive 100 times the amount received
per share of our common stock. Each share of junior preferred stock will have
100 votes, voting together with our common stock. The rights of junior preferred
stock are protected by customary antidilution provisions.
DESCRIPTION OF COMMON STOCK
GENERAL
We have 2 billion shares of common stock authorized, of which 569,294,056
shares were outstanding as of June 30, 1999.
Holders of our common stock are entitled to receive dividends when, as and
if declared by our board of directors out of any funds legally available for
dividends. Holders of our common stock are also entitled, upon our liquidation,
and after claims of creditors and preferences of preferred stock, and any other
class or series of preferred stock outstanding at the time of liquidation, to
receive pro rata our net assets. We pay dividends on our common stock only if we
have paid or provided for all dividends on our outstanding series of preferred
stock, for the then-current period and, in the case of any cumulative preferred
stock, all prior periods.
Our preferred stock has, or upon issuance will have, preference over our
common stock with respect to the payment of dividends and
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the distribution of assets in the event of our liquidation or dissolution. Our
preferred stock also has such other preferences as may be fixed by our board of
directors.
Holders of our common stock are entitled to one vote for each share that
they hold and are vested with all of the voting power except as our board of
directors has provided, or may provide in the future, with respect to preferred
stock or any other class or series of preferred stock that the board of
directors may hereafter authorize. See "Description of Preferred Stock" and
"Description of Existing Preferred Stock." Shares of our common stock are not
redeemable, and have no subscription, conversion or preemptive rights.
The affirmative vote of not less than 80% of our outstanding voting stock,
voting separately as a class, is required for certain business combinations
between us and/or our subsidiaries and persons owning 10% or more of our voting
stock. See "Selected Provisions in our Articles of Incorporation--Business
Combinations With Related Persons."
Our common stock is listed on the New York Stock Exchange. Outstanding
shares of our common stock are validly issued, fully paid and non-assessable.
Holders of our common stock are not, and will not be, subject to any liability
as stockholders.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is First Chicago
Trust Company of New York, a division of EquiServe LP.
RESTRICTIONS ON OWNERSHIP
The Bank Holding Company Act requires any "bank holding company," as
defined in the Bank Holding Company Act, to obtain the approval of the Federal
Reserve Board prior to the acquisition of 5% or more of our common stock. Any
person, other than a bank holding company, is required to obtain prior approval
of the Federal Reserve Board to acquire 10% or more of our common stock under
the Change in Bank Control Act. Any holder of 25% or more of our common stock,
or a holder of 5% or more if such holder otherwise exercises a "controlling
influence" over us, is subject to regulation as a bank holding company under the
Bank Holding Company Act. See "Regulation and Supervision."
PREFERRED SHARE PURCHASE RIGHTS
On November 21, 1990, our board of directors declared a dividend of one
preferred share purchase right, a "FLEET RIGHT," for each outstanding share of
our common stock. This was adjusted to one-half of a right per share upon our
two-for-one common stock split that was effective October 7, 1998. We paid the
dividend on December 4, 1990, to the stockholders of record on that date. Each
Fleet right, when exercisable and prior to adjustment, will entitle the
registered holder to purchase from us one one-hundredth of a share of junior
preferred stock at an exercise price of $50 per one one-hundredth of a share of
junior preferred stock, subject to certain adjustments. Until the "Distribution
Date," as defined in the Fleet rights agreement, we will issue one Fleet right
with each share of our common stock.
The Fleet rights have certain anti-takeover effects. The Fleet rights may
cause substantial dilution to a person or group that attempts to acquire us on
terms not approved by our board of directors, except pursuant to an offer
conditioned on a substantial number of Fleet rights being acquired. The Fleet
rights should not interfere with any merger or other business combination
approved by our board of directors prior to the time that there is an "acquiring
person," as defined in the Fleet rights agreement, at which time holders of the
Fleet rights become entitled to exercise their Fleet rights for shares of our
common stock at one-half the market price of our common stock. Until there is an
acquiring person, however, the Fleet rights generally may be redeemed by our
board of directors at $.005 per Fleet right.
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<PAGE> 55
SELECTED PROVISIONS IN THE ARTICLES OF FLEET
The following discussion sets forth material provisions of our articles of
incorporation.
BUSINESS COMBINATIONS WITH RELATED PERSONS
Our articles of incorporation provide that neither we nor any of our
subsidiaries may engage in business transactions known as "business
combinations" with persons known as "related persons" unless the transaction:
- was approved by an 80% vote of our board of directors prior to the time
the related person became a related person;
- is approved by a vote of 80% of the continuing directors and a majority
of our entire board of directors and the transaction complies with
certain conditions related to price and procedure; or
- if there is not full compliance with the preceding two bullet points, the
transaction is approved by a vote of 80% of the outstanding shares of our
capital stock entitled to vote generally in the election of directors,
voting as a single class.
A "BUSINESS COMBINATION" includes:
- any merger or consolidation of us or any of our subsidiaries into or with
a related person or any of its affiliates or associates;
- any sale, exchange, lease, transfer or other disposition to or with a
related person of all, substantially all or any substantial part of our
assets or any of our subsidiaries; Substantial part is defined as assets
having a value of more than 5% of our total consolidated assets;
- any purchase, exchange, lease or other acquisition by us or any of our
subsidiaries of all or any substantial part of the assets or business of
a related person or any of its affiliates or associates;
- any reclassification of securities, recapitalization or other transaction
that has the effect, directly or indirectly, of increasing the
proportionate amount of our voting shares or any subsidiary which are
beneficially owned by a related person; and
- the acquisition by a related person of beneficial ownership of voting
securities, securities convertible into voting securities or any rights,
warrants or options to acquire voting securities of any of our
subsidiaries.
A "RELATED PERSON" includes any person who is the beneficial owner of 10%
or more of our voting shares prior to the consummation of a business combination
or any person who is our affiliate and was the beneficial owner of 10% or more
of our voting shares at any time within the five years preceding the date on
which a binding agreement providing for a business combination is authorized by
our board of directors.
"CONTINUING DIRECTORS" are those individuals who were members of our board
of directors prior to the time a related person became the beneficial owner of
10% or more of our voting stock or those individuals designated as continuing
directors (prior to their initial election as directors) by a majority of the
then-continuing directors.
To amend these provisions, a supermajority vote (80%) of our board of
directors, a majority vote of the continuing directors and a supermajority vote
(80%) of our stockholders is required. If the amendment is recommended to the
stockholders by a majority of our board of directors and not less than 80% of
the continuing directors, only the vote provided under the Rhode Island Business
Corporation Act is required.
DIRECTORS
Our articles of incorporation contain a number of additional provisions
that are intended to delay an outside party's ability to take control of our
board of directors, even after the outside party has obtained majority ownership
of our common stock. Our articles of incorporation provide for a classified
board of directors, consisting of three classes of directors serving staggered
three-year terms.
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<PAGE> 56
Our directors may only be removed for cause and only by a vote of:
- the holders of 80% of the outstanding shares of stock entitled to vote on
the election of directors, voting separately as a class at a meeting
called for that purpose; or
- a majority of the continuing directors and a majority of our board of
directors as it exists at that time.
Vacancies on our board of directors, regardless of the reason, may only be
filled by our board of directors, acting by a vote of 80% of the directors then
in office.
Our articles of incorporation provide that our board of directors is to
consist of 13 members, unless otherwise determined by resolution adopted by a
supermajority vote (80%) of our board of directors and a majority of the
continuing directors. Our board of directors has adopted a resolution fixing the
number of directors at 22. The resolution also provides that the board of
directors only may be increased by the affirmative vote of 80% of our board of
directors and a majority of the continuing directors. However, in the event that
quarterly dividends are not paid on our non-voting preferred stock, the holders
of that preferred stock, voting separately as a class, will be entitled to elect
additional directors.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase preferred stock or common stock. Warrants
may be issued independently or together with preferred stock or common stock and
may be attached to or separate from any preferred stock or common stock. Each
series of warrants will be issued under a separate warrant agreement to be
entered into between us and a warrant agent. The warrant agent will act solely
as our agent in connection with the warrants and will not assume any obligation
or relationship of agency or trust for or with any holders or beneficial owners
of warrants. Below is a description of certain general terms and provisions of
the warrants that we may offer. Further terms of the warrants and the applicable
warrant agreement will be described in the prospectus supplement.
The prospectus supplement relating to a particular issue of warrants will
describe the terms of the warrants, which may include the following:
- the title of the warrants;
- the offering price for the warrants, if any;
- the aggregate number of the warrants;
- the designation and terms of the preferred stock or common stock
purchasable upon exercise of the warrants;
- if applicable, the designation and terms of the preferred stock or common
stock with which the warrants are issued and the number of warrants
issued with each security;
- if applicable, the date from and after which the warrants and the related
preferred stock or common stock will be separately transferable;
- the number of shares of preferred stock or common stock purchasable upon
exercise of a warrant and the price at which those shares may be
purchased;
- the date on which the right to exercise the warrants shall begin and the
date on which such right shall expire;
- if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;
- information with respect to book-entry procedures, if any;
- the currency or currency units in which the offering price, if any, and
the exercise price are payable;
- if applicable, a discussion of material United States Federal income tax
considerations;
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<PAGE> 57
- the antidilution provisions of the warrants, if any;
- any redemption or call provisions; and
- any additional terms of the warrants, including terms, procedures, and
limitations relating to the exchange and exercise of the warrants.
PLAN OF DISTRIBUTION
Fleet may sell securities:
- to the public through a group of underwriters managed or co-managed by,
one or more underwriters, which may be affiliates;
- through one or more agents, which may be affiliates; or
- directly to purchasers.
The distribution of the securities may be effected from time to time in one
or more transactions:
- at a fixed price, or prices, which may be changed from time to time;
- at market prices prevailing at the time of sale;
- at prices related to such prevailing market prices; or
- at negotiated prices.
Each prospectus supplement will describe the method of distribution of the
securities and any applicable restrictions.
The prospectus supplement with respect to the securities of a particular
series will describe the terms of the offering of the securities, including the
following:
- the name of the agent or the name or names of any underwriters;
- the public offering or purchase price;
- any discounts and commissions to be allowed or paid to the agent or
underwriters;
- all other items constituting underwriting compensation;
- any discounts and commissions to be allowed or paid to dealers; and
- any exchanges on which the securities will be listed.
Only the agents or underwriters named in the prospectus supplement are
agents or underwriters in connection with the securities being offered.
We may agree to enter into an agreement to indemnify the agents and the
several underwriters against certain civil liabilities, including liabilities
under the Securities Act or to contribute to payments the agents or the
underwriters may be required to make.
If so indicated in the applicable prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase securities or warrants from us pursuant to delayed
delivery contracts providing for payment and delivery on the date stated in the
prospectus supplement. Each contract will be for an amount not less than, and
the aggregate amount of securities sold pursuant to such contracts shall not be
less nor more than, the respective amounts stated in the prospectus supplement.
Institutions with whom the contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutions, but
shall in all cases be subject to our approval. Delayed delivery contracts will
not be subject to any conditions except that:
- the purchase by an institution of the securities or warrants covered
under that contract shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which that institution is subject; and
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<PAGE> 58
- if the securities or warrants are also being sold to underwriters acting
as principals for their own account, the underwriters shall have
purchased such securities or warrants not sold for delayed delivery. The
underwriters and other persons acting as our agents will not have any
responsibility in respect of the validity or performance of delayed
delivery contracts.
Certain of the underwriters and their associates and affiliates may be
customers of, have borrowing relationships with, engage in other transactions
with, and/or perform services, including investment banking services, for, us or
one or more of our affiliates in the ordinary course of business.
Certain of the underwriters may use this prospectus and the accompanying
prospectus supplement for offers and sales related to market-making transactions
in the securities. These underwriters may act as principal or agent in these
transactions, and the sales will be made at prices related to prevailing market
prices at the time of sale.
EXPERTS
Our consolidated financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31, 1998
have been so incorporated by reference in this document in
reliance on the report with respect to those financial statements of KPMG LLP,
independent accountants, given upon the authority of that firm as experts in
accounting and auditing.
LEGAL OPINIONS
The validity of the securities offered hereby will be passed upon for us by
Edwards & Angell, LLP, 101 Federal Street, Boston, Massachusetts 02110-1800. V.
Duncan Johnson, a partner of Edwards & Angell, LLP, is a director of Fleet
National Bank, one of our wholly-owned subsidiaries, and beneficially owns 8,104
shares of our common stock.
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<PAGE> 59
[FLEET LOGO]
FLEET FINANCIAL
GROUP, INC.
$
PREFERRED STOCK
COMMON STOCK
------------------------
PROSPECTUS
, 1999
------------------------
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information.
We are not offering the securities in any state where the offer is not
permitted.
We do not claim the accuracy of the information in this prospectus as of
any date other than the dates stated on the cover.
<PAGE> 60
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED , 1999
PROSPECTUS LOGO
FLEET FINANCIAL GROUP, INC.
JUNIOR SUBORDINATED DEBENTURES
FLEET CAPITAL TRUST VI
FLEET CAPITAL TRUST VII
FLEET CAPITAL TRUST VIII
FLEET CAPITAL TRUST IX
FLEET CAPITAL TRUST X
PREFERRED SECURITIES
FULLY AND UNCONDITIONALLY GUARANTEED BY
FLEET FINANCIAL GROUP, INC.
------------------------
THE TRUSTS:
The trusts are Delaware business trusts. Each trust may from time to time:
- sell preferred securities representing undivided beneficial interests in
the trust to the public.
- sell common securities representing undivided beneficial interests in
the trust to Fleet Financial Group, Inc.
- use the proceeds from these sales to buy an equal principal amount of
junior subordinated debentures of Fleet Financial Group, Inc.
- distribute the cash payments it receives on the junior subordinated
debentures it owns to the holders of the preferred and common
securities.
DISTRIBUTIONS:
- For each preferred security that you own, you will receive cumulative
cash distributions at a rate set forth in the accompanying prospectus
supplement on the liquidation amount of the preferred security. The
liquidation amount per preferred security will be set forth in the
accompanying prospectus supplement.
FLEET FINANCIAL GROUP, INC.:
- Fleet Financial Group, Inc. will fully and unconditionally guarantee the
payment by the trust of the preferred securities based on obligations
discussed in this prospectus. This is called the preferred securities
guarantee.
------------------------
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplements carefully before
you invest.
A security is not a deposit and the securities are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency.
This prospectus may be used to offer and sell securities only if
accompanied by the prospectus supplement for those securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus to which it relates is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 1999
<PAGE> 61
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
We provide information to you about the securities in two separate
documents that progressively provide more detail:
- this prospectus, which provides general information, some of which may
not apply to your securities; and
- the accompanying prospectus supplement, which describes the specific and
final terms of your securities.
IF THE TERMS OF YOUR SECURITIES VARY BETWEEN THE PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION IN THE FOLLOWING
ORDER OF PRIORITY:
- THE PROSPECTUS SUPPLEMENT; AND
- THE PROSPECTUS.
We include cross-references in this prospectus and the accompanying
prospectus supplement to captions in these materials where you can find further
related discussions. The Table of Contents included in the accompanying
prospectus supplement provide the pages on which these captions are located.
------------------------
Neither we nor the underwriters have taken any action that would permit us
to publicly sell these securities in any jurisdiction outside the United States.
If you are an investor outside the United States, you should inform yourself
about and comply with any restrictions as to the offering of the securities and
the distribution of this prospectus.
<PAGE> 62
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, the "SEC," utilizing a "shelf" registration
process. Under this shelf process, we may from time to time sell any combination
of the securities described in this prospectus in one or more offerings up to a
total dollar amount of $2,000,000,000. We may also sell other securities under
the registration statement that will reduce the total dollar amount of
securities that we may sell under this prospectus. This prospectus provides you
with a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information."
Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus to "FLEET," "WE," "US," "OUR" or similar
references mean Fleet Financial Group, Inc.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the Securities
Act of 1933 that registers, among others securities, the offer and sale of the
securities offered by this prospectus. The registration statement, including the
attached exhibits and schedules, contains additional relevant information about
us. The rules and regulations of the SEC allow us to omit certain information
included in the registration statement from this prospectus.
In addition, we file reports, proxy statements and other information with
the SEC under the Securities Exchange Act of 1934. You may read and copy this
information at the following locations of the SEC:
Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
Northeast Regional Office
7 World Trade Center
Suite 1300
New York, New York 10048
Midwest Regional Office
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like us, who file
electronically with the SEC. The address of that site is:
http://www.sec.gov.
You can also inspect reports, proxy statements and other information about
us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
The SEC allows us to "INCORPORATE BY REFERENCE" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, except
for any information that is superseded by information that is included directly
in this document or in a more recent incorporated document.
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<PAGE> 63
This prospectus incorporates by reference the documents listed below that
we have previously filed with the SEC. They contain important information about
us and our financial condition.
<TABLE>
<CAPTION>
SEC FILINGS PERIOD
- ----------- ------
<S> <C>
Annual Report on Form 10-K............................ Year ended December 31, 1998, as filed
on March 26, 1999
Quarterly Report on Form 10-Q......................... Quarter ended March 31, 1999, as filed
on May 14, 1999
Quarter ended June 30, 1999, as filed
on August 12, 1999
Items 10-13 of Fleet's Definitive Proxy Statement to
Fleet's stockholders for the 1999 Annual Meeting of
Fleet Stockholders.................................. Filed on March 5, 1999
The description of Fleet common stock set forth in the
Fleet 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;
and
Current Reports on Form 8-K........................... Filed:
-February 1, 1999
-March 17, 1999
-April 2, 1999
-April 20, 1999
-May 14, 1999
-July 20, 1999
-August 12, 1999
</TABLE>
We incorporate by reference additional documents that we may file with the
SEC between the date of this prospectus and the date we sell all of the
securities. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document through us, or from the SEC through the SEC's Internet world wide web
site at the address described above. Documents incorporated by reference are
available from us without charge, excluding any exhibits to those documents,
unless the exhibit is specifically incorporated by reference as an exhibit in
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address:
Investor Relations Department
Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
(617) 346-4000
We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, those
contained in this prospectus or in any of the materials that we have
incorporated into this prospectus. If anyone does give you information of this
sort, you should not rely on it. If you are in a jurisdiction where offers to
sell, or solicitations of offers to purchase, the securities offered by this
document are unlawful, or if you are a person to whom it is unlawful to direct
these types of activities, then the offer presented in this document does not
extend to you. The information contained in this document speaks only as of the
date of this document unless the information specifically indicates that another
date applies.
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<PAGE> 64
We have not included separate financial statements of the trusts in this
prospectus. Fleet does not believe that holders of the preferred securities
would find these financial statements helpful because:
- all of the voting securities of each of the trusts will be owned,
directly or indirectly, by Fleet, a reporting company under the
Securities Exchange Act of 1934;
- each of the trusts has no independent operations and exists for the sole
purpose of issuing the preferred securities and investing the proceeds in
junior subordinated debentures issued by Fleet; and
- Fleet's obligations described in this prospectus and in any accompanying
prospectus supplement constitute a full and unconditional guarantee of
payments due on the preferred securities.
The trusts do not currently file reports with the SEC. The trusts will be
required to file reports upon the effectiveness of the registration statement
which contains this prospectus, although they intend to seek and expect to
receive exemptions from those reporting requirements.
FORWARD-LOOKING STATEMENTS
This prospectus, including information included or incorporated by
reference, contains certain forward-looking statements with respect to Fleet's
financial condition, results of operations, plans, objectives, future
performance and business, including, without limitation:
- statements relating to the cost savings and accretion to reported
earnings estimated to result from the merger between Fleet and BankBoston
Corporation;
- statements relating to revenues of the combined company after the merger
between Fleet and BankBoston;
- statements relating to the restructuring charges estimated to be incurred
in connection with the merger between Fleet and BankBoston; and
- statements preceded by, followed by or that include the words "believes,"
"expects," "anticipates," "estimates" or similar expressions.
These forward-looking statements involve certain risks and uncertainties.
Actual results may differ materially from those contemplated by the
forward-looking statements due to many factors, including:
- expected cost savings from the merger between Fleet and BankBoston may
not be fully realized or realized within the expected time frame;
- revenues following the merger between Fleet and BankBoston may be lower
than expected;
- competitive pressures among financial services companies may increase
significantly;
- costs or difficulties related to the integration of Fleet's business and
that of BankBoston may be greater than expected;
- changes in the interest rate environment may reduce interest margins;
- general economic conditions, either internationally or nationally or in
the states in which Fleet and BankBoston doing business, may be less
favorable than expected;
- legislative or regulatory changes may adversely affect the business in
which Fleet is engaged;
- the negative impact of the divestitures to be completed in connection
with the merger between Fleet and BankBoston may be greater than
expected;
- technological changes, including year 2000 data systems compliance
issues, may be more difficult or expensive than anticipated; and
- changes may occur in the securities markets.
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<PAGE> 65
FLEET FINANCIAL GROUP, INC.
Fleet is a diversified financial services company engaged in a general
commercial banking and investment management business in Connecticut, Florida,
Maine, Massachusetts, New Hampshire, New Jersey, New York and Rhode Island.
Fleet also provides a variety of financial services nationwide, including:
- mortgage banking;
- asset-backed lending;
- lease financing;
- credit card services;
- real estate financing;
- brokerage, market-making and securities clearing services;
- services in the capital markets and investment banking; and
- student loan servicing.
At June 30, 1999, Fleet's total assets on a consolidated basis were $107
billion, Fleet's consolidated total deposits were $66.3 billion and Fleet's
consolidated total stockholders' equity was $9.7 billion. Based on total assets
at June 30, 1999, Fleet was the ninth largest bank holding company in the United
States.
On March 14, 1999, Fleet entered into an Agreement and Plan of Merger
providing for the merger of BankBoston Corporation into Fleet.
- The name of the combined company will be "Fleet Boston Corporation".
- The headquarters of the combined company will remain in Boston,
Massachusetts.
- Terrence Murray, Fleet's Chairman and Chief Executive Officer, will be
the Chairman of the Board of Directors and Chief Executive Officer of the
combined company.
- Charles K. Gifford, Chairman and Chief Executive Officer of BankBoston,
will be the President and Chief Operating Officer of the combined
company. Mr. Gifford will succeed to the role of Chief Executive Officer
as of December 31, 2001, or at such earlier time as Mr. Murray may step
down from such role, and Mr. Gifford will succeed to the role of Chairman
of the Board of Directors on December 31, 2002, or at such earlier time
as Mr. Murray may step down from such role.
- The board of directors of the combined company will consist of 12
directors appointed by Fleet and 10 directors appointed by BankBoston.
- The merger is expected to be (1) accounted for under the "pooling-of-
interests" method of accounting and (2) a "reorganization" under the
Internal Revenue Code of 1986, as amended.
- At the effective time of the merger, each share of common stock of
BankBoston, outstanding immediately prior to the effective time of the
merger will be converted into 1.1844 shares of Fleet's common stock.
Consummation of the merger is subject to a number of conditions, including:
- receipt of all requisite governmental approvals; and
- certain other customary conditions.
The Federal Reserve Board has approved the transaction, and in connection
therewith, the Federal Reserve Board and the United States Department of Justice
required us to divest approximately $13.2 billion of deposits from the combined
company resulting in estimated divested income of $160 million after tax.
For additional information regarding the merger and certain pro forma
financial information relating thereto, see Fleet's current reports on Form 8-K
filed March 17, 1999, April 2, 1999, May 14, 1999 and August 12, 1999, each of
which is incorporated by reference into this
5
<PAGE> 66
prospectus. See "Where You Can Find More Information."
Fleet's principal office is located at One Federal Street, Boston,
Massachusetts 02110, telephone number (617) 346-4000.
THE TRUSTS
Each of the trusts is a statutory business trust formed under Delaware law
pursuant to a declaration of trust, each a "DECLARATION," executed by Fleet, as
sponsor for such trust and the Fleet Capital trustees, as defined below, for
such trust and the filing of a certificate of trust with the Delaware Secretary
of State.
Each trust exists for the exclusive purposes of:
- issuing the preferred securities and common securities representing
undivided beneficial interests in the assets of the trust;
- investing the gross proceeds of the preferred securities and the common
securities, together the "TRUST SECURITIES," in junior subordinated
debentures; and
- engaging in only those other activities necessary or incidental thereto.
All of the common securities will be directly or indirectly owned by Fleet.
The common securities of each trust will rank equally, and payments will be made
pro rata with the preferred securities of that trust, except that upon an event
of default under the declaration, the rights of the holders of the common
securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the preferred securities. Fleet will, directly or indirectly, acquire common
securities of each trust in an aggregate liquidation amount equal to at least 3
percent of the total capital of each trust.
Each trust's business and affairs will be conducted by the trustees, the
"FLEET CAPITAL TRUSTEES," appointed by Fleet, as the direct or indirect holder
of all the common securities. The holder of the common securities will be
entitled to appoint, remove or replace any of, or increase or reduce the number
of, the Fleet Capital trustees of a trust. The duties and obligations of the
Fleet Capital trustees shall be governed by the declaration of that Fleet
Capital trust. One or more of the Fleet Capital trustees for each trust will be
persons who are employees or officers of or affiliated with Fleet, the "REGULAR
TRUSTEES." One Fleet Capital trustee of each trust will be a financial
institution which will be unaffiliated with Fleet and which shall act as
institutional trustee under the declaration and as indenture trustee for
purposes of the Trust Indenture Act of 1939, as amended, the "TRUST INDENTURE
ACT," pursuant to the terms set forth in a prospectus supplement. In addition,
unless the institutional trustee maintains a principal place of business in the
State of Delaware, and otherwise meets the requirements of applicable law, one
Fleet Capital trustee of each trust will have its principal place of business or
reside in the State of Delaware.
Each Fleet Capital trust has a term of approximately 55 years, but may
terminate earlier as provided in the applicable declaration.
Fleet will pay all fees and expenses related to the Fleet Capital trusts
and the offering of trust securities.
The office of the Delaware trustee for each trust in the State of Delaware,
and its principal place of business is, The Bank of New York (Delaware), White
Clay Center, Route 273, Newark, Delaware 19711. The principal place of business
of each trust shall be c/o Fleet Financial Group, Inc., One Federal Street,
Boston, Massachusetts 02110, telephone number (617) 346-4000.
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CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Fleet's consolidated ratios of earnings to fixed charges were as follows
for the five most recent fiscal years and the six months ended June 30, 1999:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
------------ --------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges:
Excluding Interest on Deposits.......... 3.06x 3.27x 3.25x 3.90x 3.38x 1.79x 2.30x
Including Interest on Deposits.......... 1.95 1.83 1.85 1.94 1.79 1.36 1.64
</TABLE>
- -------------------------
For the purpose of computing the ratio of earnings to fixed charges,
"EARNINGS" consist of income before income taxes plus fixed charges, excluding
capitalized interest. "FIXED CHARGES" consist of interest on short-term debt and
long-term debt, including interest related to capitalized leases and capitalized
interest, and one-third of rent expense, which approximates the interest
component of such expense. In addition, where indicated, fixed charges include
interest on deposits.
REASON FOR TRANSACTION
On October 21, 1996, the Federal Reserve Board issued a press release
announcing that it had approved the use of certain cumulative preferred stock
instruments, such as the preferred securities, as "Tier 1 capital" for purposes
of the Federal Reserve Board's capital guidelines for bank holding companies.
Because Fleet intends to treat the preferred securities as Tier 1 capital and,
under current United States federal tax law, will receive a tax deduction for
interest in respect of the junior subordinated debentures, the issuance of the
preferred securities is a cost effective method of raising capital on an
after-tax basis.
USE OF PROCEEDS
Each trust will use the proceeds of the sale of the trust securities to
acquire junior subordinated debentures from Fleet. Fleet intends to use the net
proceeds from the sale of the junior subordinated debentures for general
corporate purposes unless otherwise indicated in the prospectus supplement.
Fleet's general corporate purposes may include extending credit to, or funding
investments in, its subsidiaries. The precise amounts and the timing of Fleet's
use of the net proceeds will depend upon its subsidiaries' funding requirements
and the availability of other funds. Until Fleet uses the net proceeds for
general corporate purposes, it will use the net proceeds to reduce its
short-term indebtedness or for temporary investments. Fleet expects that it
will, on a recurrent basis, engage in additional financings as the need arises
to finance our growth, through acquisitions or otherwise, or to fund its
subsidiaries.
REGULATION AND SUPERVISION
The following discussion sets forth the material elements of the regulatory
framework applicable to bank holding companies and their subsidiaries, and
provides certain specific information relevant to Fleet. This regulatory
framework primarily is intended for the protection of depositors and the deposit
insurance funds that insure deposits of banks, and not for the protection of
security holders. To the extent that the following information describes
statutory and regulatory provisions, it is qualified in its entirety by
reference to those provisions. A change in the statutes, regulations or
regulatory
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policies applicable to Fleet or its subsidiaries may have a material effect on
its business.
GENERAL
As a bank holding company, Fleet is subject to regulation under the Bank
Holding Company Act of 1956, as amended, and to inspection, examination and
supervision by the Federal Reserve Board. Under the Bank Holding Company Act,
bank holding companies generally may not acquire ownership or control of more
than 5% of the voting shares or substantially all the assets of any company,
including a bank, without the prior approval of the Federal Reserve Board. In
addition, bank holding companies generally may engage, directly or indirectly,
only in banking and those other activities as are determined by the Federal
Reserve Board to be closely related to banking.
Various governmental requirements, including Sections 23A and 23B of the
Federal Reserve Act, as amended, limit borrowings by Fleet and its non-bank
subsidiaries from its affiliate insured depository institutions, and also limit
various other transactions between Fleet and its non-bank subsidiaries, on the
one hand, and its affiliate insured depository institutions, on the other. For
example, Section 23A of the Federal Reserve Act limits to no more than 10% of
the bank's total capital the aggregate outstanding amount of any insured
depository institution's loans and other "covered transactions" with any
particular non-bank affiliate, and limits to no more than 20% of the bank's
total capital the aggregate outstanding amount of any insured depository
institution's covered transactions with all of its non-bank affiliates. Section
23A of the Federal Reserve Act also generally requires that an insured
depository institution's loans to its non-bank affiliates be secured, and
Section 23B of the Federal Reserve Act generally requires that an insured
depository institution's transactions with its non-bank affiliates be on
arm's-length terms.
Fleet operates five banks: two national banks, two state chartered banks
and a federal savings bank. BankBoston operates three national banks. Each of
Fleet's affiliated national banking associations are subject to regulation
primarily by the Office of the Comptroller of the Currency, the "OCC," and,
secondarily, by the Federal Deposit Insurance Corporation, the "FDIC" and the
Federal Reserve Board. In connection with BankBoston's international operations,
Fleet will also be subject after the merger to regulation by various foreign
bank and securities regulatory agencies in those countries in which BankBoston
does business. Each of Fleet's state-chartered banks are also subject to
regulation by the FDIC and the Federal Reserve Board and, in addition, by each
such bank's respective state banking supervisors. Fleet's federal savings bank
is subject to regulation by the Office of Thrift Supervision, the "OTS," and the
FDIC. Fleet and its subsidiaries are also affected by the fiscal and monetary
policies of the U.S. federal government and the Federal Reserve Board, and by
various other governmental requirements and regulations.
LIABILITY FOR BANK SUBSIDIARIES
Under current Federal Reserve Board policy, a bank holding company is
expected to act as a source of financial and managerial strength to each of its
subsidiary banks and to maintain resources adequate to support each subsidiary
bank. This support may be required at times when the bank holding company may
not have the resources to provide it. In addition, Section 55 of the National
Bank Act permits the OCC to order the pro rata assessment of stockholders of a
national bank whose capital has become impaired. If a stockholder fails, within
three months, to pay that assessment, the board of directors has a duty to sell
the stockholder's stock to cover the deficiency. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a U.S.
federal bank regulatory agency to maintain the capital of a subsidiary bank
would be assumed by the bankruptcy trustee and entitled to priority of payment.
Any depository institution insured by the FDIC can be held liable for any
loss incurred,
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or reasonably expected to be incurred, by the FDIC in connection with:
- the default of a commonly controlled FDIC-insured depository institution;
or
- any assistance provided by the FDIC to a commonly controlled FDIC-insured
depository institution in danger of default.
"DEFAULT" generally is defined as the appointment of a conservator or receiver
and "IN DANGER OF DEFAULT" generally is defined as the existence of certain
conditions indicating that a default is likely to occur in the absence of
regulatory assistance.
All of Fleet's banks are FDIC-insured depositary institutions. Also, if a
default occurred with respect to a bank, any capital loans to the bank from its
parent holding company would be subordinate in right of payment to payment of
the bank's depositors and certain of its other obligations.
CAPITAL REQUIREMENTS
Fleet is subject to risk-based capital requirements and guidelines imposed
by the Federal Reserve Board, which are substantially similar to the capital
requirements and guidelines imposed by the Federal Reserve Board, the OCC, the
OTS and the FDIC on Fleet's depository institutions within their respective
jurisdictions. For this purpose, a depository institution's or holding company's
assets and certain specified off-balance sheet commitments are assigned to four
risk categories, each weighted differently based on the level of credit risk
that is ascribed to those assets or commitments. In addition, risk-weighted
assets are adjusted for low-level recourse and market-risk equivalent assets. A
depository institution's or holding company's capital, in turn, is divided into
three tiers:
- core, or "TIER 1" capital, which includes common equity, non-cumulative
perpetual preferred stock, a limited amount of cumulative perpetual
preferred stock and related surplus (excluding auction rate issues), and
a limited amount of cumulative perpetual preferred stock and minority
interests in equity accounts of consolidated subsidiaries, less goodwill,
certain identifiable intangible assets and certain other assets;
- supplementary, or "TIER 2" capital, which includes, among other items,
perpetual preferred stock not meeting the Tier 1 definition, mandatory
convertible securities, subordinated debt and allowances for loan and
lease losses, subject to certain limitations, less certain required
deductions; and
- market risk, or "TIER 3" capital, which includes qualifying unsecured
subordinated debt.
Like other bank holding companies, Fleet currently is required to maintain
Tier 1 and "TOTAL CAPITAL" (the sum of Tier 1, Tier 2 and Tier 3 capital) equal
to at least 4% and 8% of its total risk-weighted assets (including certain
off-balance-sheet items, such as unused lending commitments and standby letters
of credit), respectively. At June 30, 1999, Fleet met both requirements, with
Tier 1 and total capital equal to 7.03% and 11.19% of its total risk-weighted
assets.
The Federal Reserve Board, the FDIC and the OCC have adopted rules to
incorporate market and interest rate risk components into their risk-based
capital standards. Amendments to the risk-based capital requirements,
incorporating market risk, became effective January 1, 1998. Under the new
market-risk requirements, capital will be allocated to support the amount of
market risk related to a financial institution's ongoing trading activities.
The Federal Reserve Board also requires bank holding companies to maintain
a minimum "LEVERAGE RATIO," defined as Tier 1 capital to average adjusted total
assets, of 3%, if the bank holding company has the highest regulatory rating and
meets certain other requirements, or of 3% plus an additional cushion of at
least 1% to 2% if the bank holding company does not meet these requirements. At
June 30, 1999, Fleet's leverage ratio was 7.25%.
The Federal Reserve Board may set capital requirements higher than the
minimums noted above for holding companies whose circumstances warrant it. For
example, bank holding
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<PAGE> 70
companies experiencing or anticipating significant growth may be expected to
maintain strong capital positions substantially above the minimum supervisory
levels without significant reliance on intangible assets. Furthermore, the
Federal Reserve Board has indicated that it will consider a "TANGIBLE TIER 1
CAPITAL LEVERAGE RATIO," which would deduct all intangibles, and other indicia
of capital strength in evaluating proposals for expansion or new activities.
Each of Fleet's banks is subject to similar risk-based and leverage capital
requirements adopted by its applicable U.S. federal banking agency. Each of
Fleet's banks was in compliance with the applicable minimum capital requirements
as of June 30, 1999.
Failure to meet capital requirements could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business, which are described under
"-- FDICIA."
FDICIA
The Federal Deposit Insurance Corporation Improvement Act of 1991,
"FDICIA," among other things, identifies five capital categories for insured
depository institutions -- well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized -- and requires U.S. federal bank regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements based on these
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Unless a bank or thrift is well-capitalized,
it is subject to restrictions on its ability to offer brokered deposits and on
certain other aspects of its operations. An undercapitalized bank or thrift must
develop a capital restoration plan and its parent bank holding company must
guarantee the bank's or thrift's compliance with the plan up to the lesser of 5%
of the bank's or thrift's assets at the time it became undercapitalized and the
amount needed to comply with the plan.
As of June 30, 1999, each of Fleet's bank and thrift subsidiaries was
well-capitalized, based on the prompt corrective action ratios and guidelines
described above. It should be noted, however, that a bank's capital category is
determined solely for the purpose of applying the OCC's, or the FDIC's, prompt
corrective action regulations and that the capital category may not constitute
an accurate representation of the bank's overall financial condition or
prospects.
DIVIDEND RESTRICTIONS
Various U.S. federal and state statutory provisions limit the amount of
dividends Fleet's banks can pay to it without regulatory approval. Dividend
payments by national banks are limited to the lesser of:
- the level of undivided profits; and
- absent regulatory approval, an amount not in excess of net income for the
current year combined with retained net income for the preceding two
years.
Likewise, the approval of the Federal Reserve Board is required for any
dividend by a state-chartered bank that is a member of the Federal Reserve
System, a "STATE MEMBER BANK," if the total of all dividends declared by the
bank in any calendar year would exceed the total of its net profits, as defined
by regulatory agencies for that year combined with its retained net profits for
the preceding two years. In addition, a state member bank may not pay a dividend
in an amount greater than its net profits then on hand. Depending on certain
factors, a U.S. federal savings bank may be required to file an application or
notice with the OTS prior to the payment of any dividends. For example, an
application is required if the total amount of all dividends and other capital
distributions for the current calendar year paid by a U.S. federal savings bank
exceeds its net income for that year as well as its retained net income for the
preceding two years. A prior notice is required if, among other things, a U.S.
federal savings bank is proposing to pay a dividend that would reduce the amount
of, or
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retire any of part of, its common or preferred stock or retire any part of any
debt instruments which are included in its capital for purposes of OTS
regulations.
At June 30, 1999, approximately $826 million of the total stockholders'
equity of Fleet's banks was available for payment of dividends to Fleet, without
approval by the applicable regulatory authority.
In addition, U.S. federal bank regulatory authorities have authority to
prohibit Fleet's banks from engaging in an unsafe or unsound practice in
conducting their business. The payment of dividends, depending upon the
financial condition of the bank in question, could be deemed to constitute an
unsafe or unsound practice. The ability of Fleet's banks to pay dividends in the
future is currently, and could be further, influenced by bank regulatory
policies and capital guidelines.
DEPOSIT INSURANCE ASSESSMENTS
The deposits of each of Fleet's banks are insured up to regulatory limits
by the FDIC, and, accordingly, are subject to deposit insurance assessments to
maintain the Bank Insurance Fund, the "BIF," and/or the Savings Association
Insurance Fund, the "SAIF," administered by the FDIC. The FDIC has adopted
regulations establishing a permanent risk-related deposit insurance assessment
system. Under this system, the FDIC places each insured bank in one of nine risk
categories based on (1) the bank's capitalization and (2) supervisory
evaluations provided to the FDIC by the institution's primary U.S. federal
regulator. Each insured bank's insurance assessment rate is then determined by
the risk category in which it is classified by the FDIC.
Effective January 1, 1997, the annual insurance premiums on bank deposits
insured by the BIF and the SAIF vary between $0.00 per $100 of deposits for
banks classified in the highest capital and supervisory evaluation categories to
$0.27 per $100 of deposits for banks classified in the lowest capital and
supervisory evaluation categories.
The Deposit Insurance Funds Act provides for assessments to be imposed on
insured depository institutions with respect to deposits insured by the BIF and
the SAIF (in addition to assessments currently imposed on depository
institutions with respect to BIF- and SAIF-insured deposits) to pay for the cost
of Financing Corporation, "FICO," funding. The FDIC established the FICO
assessment rates effective September 1, 1999, at $0.01184 per $100 annually for
BIF-assessable deposits and $0.05920 per $100 annually for SAIF-assessable
deposits. The FICO assessments do not vary depending upon a depository
institution's capitalization or supervisory evaluations. Fleet's banks held
approximately $62.8 billion and $2.7 billion, respectively, of BIF-assessable
and SAIF-assessable deposits as of June 30, 1999.
DEPOSITOR PREFERENCE STATUTE
In the "liquidation or other resolution" of an institution by any receiver,
U.S. federal legislation provides that deposits and certain claims for
administrative expenses and employee compensation against the insured depository
institution would be afforded a priority over other general unsecured claims
against that institution, including federal funds and letters of credit.
BROKERED DEPOSITS
Under FDIC regulations, no FDIC-insured depository institution can accept
brokered deposits unless it (1) is well capitalized, or (2) is adequately
capitalized and receives a waiver from the FDIC. In addition, these regulations
prohibit any depository institution that is not well-capitalized from (1) paying
an interest rate on deposits in excess of 75 basis points over certain
prevailing market rates or (2) offering "pass through" deposit insurance on
certain employee benefit plan accounts, unless it provides certain notice to
affected depositors.
INTERSTATE BANKING AND BRANCHING
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act,
"RIEGLE-NEAL,"
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subject to certain concentration limits and other requirements:
- bank holding companies such as Fleet are permitted to acquire banks and
bank holding companies located in any state;
- any bank that is a subsidiary of a bank holding company is permitted to
receive deposits, renew time deposits, close loans, service loans and
receive loan payments as an agent for any other bank subsidiary of that
bank holding company; and
- banks are permitted to acquire branch offices outside their home states
by merging with out-of-state banks, purchasing branches in other states
and establishing de novo branch offices in other states. The ability of
banks to acquire branch offices through purchase or opening of other
branches is contingent, however, on the host state having adopted
legislation "opting in" to those provisions of Riegle-Neal. In addition,
the ability of a bank to merge with a bank located in another state is
contingent on the host state not having adopted legislation "opting out"
of that provision of Riegle-Neal.
Fleet might use Riegle-Neal to acquire banks in additional states and to
consolidate its bank subsidiaries under a smaller number of separate charters.
CONTROL ACQUISITIONS
The Change in Bank Control Act prohibits a person or group of persons from
acquiring "control" of a bank holding company, unless the Federal Reserve Board
has been notified and has not objected to the transaction. Under a rebuttable
presumption established by the Federal Reserve Board, the acquisition of 10% or
more of a class of voting stock of a bank holding company with a class of
securities registered under Section 12 of the Exchange Act, such as Fleet,
would, under the circumstances set forth in the presumption, constitute
acquisition of control of the bank holding company.
In addition, a company is required to obtain the approval of the Federal
Reserve Board under the Bank Holding Company Act before acquiring 25% (5% in the
case of an acquiror that is a bank holding company) or more of any class of
outstanding common stock of a bank holding company, or otherwise obtaining
control or a "controlling influence" over that bank holding company.
FUTURE LEGISLATION
Various legislation, including proposals to substantially change the
financial institution regulatory system, expand the powers of banking
institutions and bank holding companies, and limit the investments that a
depository institution may make with insured funds, is from time to time
introduced in the U.S. Congress. This legislation may change banking statutes
and the operating environment of the combined company and its subsidiaries in
substantial and unpredictable ways. Fleet cannot accurately predict whether this
potential legislation will ultimately be enacted, and, if enacted, the ultimate
effect that it, or implementing regulations, would have upon Fleet's or its
subsidiaries' financial condition or results of operations.
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES
Fleet may issue junior subordinated debentures from time to time in one or
more series under a base indenture, between Fleet and The Bank of New York, as
trustee, the "DEBT TRUSTEE," as supplemented by a supplemental indenture or a
resolution of Fleet's board of directors or a special committee appointed by the
board of directors. The base indenture, as supplemented by the supplemental
indenture is called the "INDENTURE." The terms of the junior subordinated
debentures will include those stated in the indenture and those made part of the
indenture by reference to the Trust Indenture Act.
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Set forth below is a description of the general terms of the junior
subordinated debentures in which the trusts will invest the proceeds from the
issuance and sale of the trust securities. The particular terms of the junior
subordinated debentures will be described in the prospectus supplement relating
to the particular preferred securities being offered. The following description
is not intended to be complete and is qualified by the indenture, the form of
which is filed as an exhibit to the registration statement which contains this
prospectus, and the Trust Indenture Act.
GENERAL
The junior subordinated debentures will be issued as unsecured debt of
Fleet. The junior subordinated debentures will be fully subordinated as
described in the accompanying prospectus supplement under "Subordination." The
indenture does not limit the aggregate principal amount of junior subordinated
debentures which may be issued and provides that the junior subordinated
debentures may be issued from time to time in one or more series.
The prospectus supplement relating to the particular junior subordinated
debentures being offered will describe the terms of those securities, which may
include:
- the designation of the junior subordinated debentures;
- the aggregate principal amount of the junior subordinated debentures;
- the percentage of their principal amount at which the junior subordinated
debentures will be issued;
- the date or dates on which the junior subordinated debentures will mature
and the right, if any, to shorten or extend such date or dates;
- the rate or rates, if any, per annum, at which the junior subordinated
debentures will bear interest, or the method of determination of such
rate or rates;
- the date or dates from which interest shall accrue and the interest
payment and record dates;
- the right, if any, to extend the interest payment periods and the
duration of that extension;
- provisions, if any, for a sinking purchase or other analogous fund;
- any provisions for redemption; and
- any other specific terms of the junior subordinated debentures.
If a prospectus supplement specifies that the junior subordinated
debentures will be denominated in a currency or currency unit other than United
States dollars, the prospectus supplement shall also specify the denomination in
which the junior subordinated debentures will be issued and the coin or currency
in which the principal, premium, if any, and interest, if any, on the junior
subordinated debentures will be payable, which may be United States dollars
based upon the exchange rate for such other currency or currency unit existing
on or about the time a payment is due.
ADDITIONAL INTEREST
If, at any time a trust is required to pay any taxes, duties, assessments
or governmental charges of whatever nature, other than withholding taxes,
imposed by the United States, or any other taxing authority, then Fleet will be
required to pay additional interest on the junior subordinated debentures. The
amount of any additional interest will be an amount sufficient so that the net
amounts received and retained by the trust after paying any such taxes, duties,
assessments or other governmental charges will be not less than the amounts that
the trust would have received had no such taxes, duties, assessments or other
governmental charges been imposed. This means that the trust will be in the same
position it would have been in if it did not have to pay such taxes, duties,
assessments or other charges.
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FORM, EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise indicated in the applicable prospectus supplement, Fleet
will issue the junior subordinated debentures in registered form only, without
coupons and in denominations of $1,000 and multiples of $1,000. No service
charge will be made for any transfer or exchange of the junior subordinated
debentures. However, Fleet or the debt trustee may require a holder to pay an
amount sufficient to cover any tax or other governmental charge payable in
connection with a transfer or exchange.
Fleet will pay or deliver principal and any premium and interest in the
manner, at the places and subject to the restrictions set forth in the indenture
and the prospectus supplement. However, at Fleet's option, it may pay any
interest by check mailed to the holders of registered junior subordinated
debentures at their registered addresses.
GLOBAL JUNIOR SUBORDINATED DEBENTURES
The indenture provides that Fleet may issue junior subordinated debentures
in global form. If any series of junior subordinated debentures is issued in
global form, the applicable prospectus supplement will describe the
circumstances, if any, under which beneficial owners of interests in any of
those global junior subordinated debentures may exchange their interest for
junior subordinated debentures of that series and of like tenor and principal
amount in any authorized form and denomination.
SUBORDINATION
The junior subordinated debentures will be subordinated and junior in right
of payment to certain other indebtedness of Fleet to the extent set forth in the
applicable prospectus supplement.
CERTAIN COVENANTS OF FLEET
If junior subordinated debentures are issued to a trust or a trustee of a
trust in connection with the issuance of trust securities by a trust and:
- there shall have occurred and be continuing an event of default;
- Fleet shall be in default relating to its payment of any obligations
under the guarantee; or
- Fleet shall have given notice of its election to defer payments of
interest on the junior subordinated debentures by extending the interest
payment period and such period, or any extension of such period, shall be
continuing;
then
- Fleet shall not declare or pay any dividend on, make any distributions
relating to, or redeem, purchase, acquire or make a liquidation payment
relating to, any of its capital stock or make any guarantee payment with
respect thereto other than:
(1) repurchases, redemptions or other acquisitions of shares of
capital stock of Fleet in connection with any employee benefit
plans or any other contractual obligation of Fleet, other than a
contractual obligation ranking equally with or junior to the
junior subordinated debentures;
(2) as a result of an exchange or conversion of any class or series of
Fleet's capital stock for any other class or series of Fleet's
capital stock; or
(3) the purchase of fractional interests in shares of Fleet's capital
stock pursuant to the conversion or exchange provisions of such
Fleet capital stock or the security being converted or exchanged;
and
- Fleet shall not make any payment of interest, principal or premium, if
any, on
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or repay, repurchase or redeem any debt securities issued by Fleet which
rank equally with or junior to the junior subordinated debentures.
So long as the junior subordinated debentures remain outstanding, Fleet
will covenant to:
- directly or indirectly maintain 100 percent ownership of the common
securities of the trust, unless a permitted successor of Fleet succeeds
to its ownership of the common securities;
- use its reasonable efforts to cause the trust to
(1) remain a statutory business trust, except in connection with the
distribution of junior subordinated debentures to the holders of
trust securities in liquidation of the trust, the redemption of
all of the trust securities of the trust, or mergers,
consolidations or amalgamations, each as permitted by the
declaration which established the trust; and
(2) otherwise continue to be classified as a grantor trust for United
States federal income tax purposes; and
- use its reasonable efforts to cause each holder of trust securities to be
treated as owning an undivided beneficial interest in the junior
subordinated debentures.
LIMITATION ON MERGERS AND SALES OF ASSETS
The indenture provides that Fleet may not consolidate with, or merge into,
any other corporation or convey or transfer its properties and assets
substantially as an entirety unless:
- the successor entity is a corporation organized in the United States and
expressly assumes the obligations of Fleet under the indenture; and
- after giving effect thereto, no event of default and no event which,
after notice or lapse of time, or both, would become an event of default,
shall have occurred and be continuing under the indenture.
The covenants contained in the indenture would not necessarily afford
protection to holders of the junior subordinated debentures in the event of a
decline in credit quality resulting from takeovers, recapitalizations or similar
restructurings.
EVENTS OF DEFAULT, WAIVER AND NOTICE
The indenture provides that the following are events of default relating to
the junior subordinated debentures:
- default in the payment of the principal of, or premium, if any, on, any
junior subordinated debenture at its maturity;
- default for 30 days in the payment of any installment of interest on any
junior subordinated debenture;
- default for 90 days after written notice in the performance of any other
covenant in respect of the junior subordinated debenture;
- specified events of bankruptcy, insolvency or reorganization, or court
appointment of a receiver, liquidator or trustee of Fleet or, with
certain exceptions, the trust; and
- any other event of default provided in the applicable resolution of the
board of directors or supplemental indenture under which the junior
subordinated debentures are issued.
If an indenture event of default shall occur and be continuing, either the
debt trustee or the holders of not less than 25 percent in aggregate principal
amount of the junior subordinated debentures of that series then outstanding may
declare the principal of all junior subordinated debentures of that series to be
due and payable immediately.
The holders of a majority in aggregate outstanding principal amount of that
series of junior subordinated debentures may annul the declaration and waive the
default if the default has been cured and a sum sufficient to pay all
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matured installments of interest and principal due other than by acceleration
has been deposited with the debt trustee. The majority holders may not waive a
payment default on the junior subordinated debentures which has become due
solely by acceleration.
The holders of a majority in principal amount of the junior subordinated
debentures of any series affected shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
debt trustee under the indenture, so long as the holders of the junior
subordinated debentures have offered to the debt trustee indemnity satisfactory
to it against expenses and liabilities.
The indenture requires the annual filing by Fleet with the debt trustee of
a certificate as to the absence of certain defaults under the indenture.
The debt trustee may withhold notice of any event of default from the
holders of the junior subordinated debentures, except in the payment of
principal, interest or premium, if the trustee considers it in the interest of
those holders to do so.
DISTRIBUTION OF THE JUNIOR SUBORDINATED DEBENTURES
Under circumstances discussed more fully in the prospectus supplement
involving the dissolution of a trust, provided that any required regulatory
approval is obtained, junior subordinated debentures will be distributed to the
holders of the trust securities in liquidation of that trust. See "Description
of the Preferred Securities--Distribution of the Junior Subordinated Debentures"
in the accompanying prospectus supplement.
If the junior subordinated debentures are distributed to the holders of the
preferred securities, Fleet will use its best efforts to have the junior
subordinated debentures listed on the NYSE or on such other national securities
exchange or similar organization on which the preferred securities are then
listed or quoted.
MODIFICATION OF THE INDENTURE
Modifications and amendments to the indenture may be made by Fleet and the
debt trustee with the consent of the holders of a majority in principal amount
of the junior subordinated debentures at the time outstanding. However, no such
modification or amendment may, without the consent of the holder of each junior
subordinated debenture affected thereby:
- modify the payment terms of the junior subordinated debentures;
- reduce the percentage of holders of junior subordinated debentures
necessary to modify or amend the indenture or waive compliance by Fleet
with any covenant or past default; or
- otherwise materially adversely affect the interests of the holders of any
series of junior subordinated debentures.
If the junior subordinated debentures are held by a trust or a trustee of a
trust, such supplemental indenture shall not be effective until the holders of a
majority in liquidation preference of trust securities of that trust shall have
consented to such supplemental indenture. If the consent of the holder of each
outstanding junior subordinated debenture is required, such supplemental
indenture shall not be effective until each holder of the trust securities of
that trust shall have consented to such supplemental indenture.
DEFEASANCE AND DISCHARGE
The indenture provides that Fleet, at its option:
(a) will be discharged from any and all obligations in respect of the
junior subordinated debentures of a series, except for obligations to register
the transfer or exchange of junior subordinated debentures, replace stolen, lost
or mutilated junior subordinated debentures, maintain paying agencies and hold
moneys for payment in trust; or
(b) need not comply with specified restrictive covenants of the indenture;
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in each case if Fleet deposits, in trust, money or U.S. government obligations
in an amount sufficient to pay all the principal of, and interest and premium,
if any, on, the junior subordinated debentures when such payments are due.
To exercise any such option, Fleet is required to deliver an opinion of
counsel to the effect that:
- the deposit and related defeasance would not cause the holders of the
junior subordinated debentures of that series to recognize income, gain
or loss for U.S. federal income tax purposes and, in the case of a
discharge pursuant to clause (a) above, such opinion shall be accompanied
by a private letter ruling to that effect received by Fleet from the
United States Internal Revenue Service or a revenue ruling pertaining to
a comparable form of transaction to that effect published by the United
States Internal Revenue Service; and
- if listed on any national securities exchange, the junior subordinated
debentures would not be delisted from such exchange as a result of the
exercise of the defeasance option.
GOVERNING LAW
The indenture and the junior subordinated debentures will be governed by,
and construed in accordance with, the internal laws of the State of New York.
THE DEBT TRUSTEE
Fleet or its affiliates maintain certain accounts and other banking
relationships with the debt trustee and its affiliates in the ordinary course of
business.
DESCRIPTION OF THE PREFERRED SECURITIES
Each trust may issue, from time to time, only one series of preferred
securities having terms described in the accompanying prospectus supplement.
Each series of preferred securities will be issued pursuant to the terms of an
amended and restated declaration of trust, a "DECLARATION." Each declaration
will be qualified as an indenture under the Trust Indenture Act. The Bank of New
York will act as trustee under the declaration for purposes of compliance with
the provisions of the Trust Indenture Act.
The preferred securities will have those terms, including distributions,
redemption, voting, liquidation rights and such other preferred, deferred or
other special rights or such restrictions as shall be set forth in the
declaration or made part of the declaration by the Trust Indenture Act and which
will mirror the terms of the junior subordinated debentures held by the trust
and described in the accompanying prospectus supplement. Those terms may
include:
- the distinctive designation of the preferred securities;
- the number of preferred securities issuable by the trust;
- the annual distribution rate, or method of determining such rate, for
preferred securities and the date or dates upon which those distributions
shall be payable;
- whether distributions on preferred securities shall be cumulative, and,
if so, the date or dates or method of determining the date or dates from
which distributions on preferred securities shall be cumulative;
- the amount or amounts which shall be paid out of the assets of the trust
to the holders of preferred securities upon voluntary or involuntary
dissolution, winding-up or termination of the trust;
- the obligation, if any, of the trust to purchase or redeem preferred
securities issued by the trust and the price or prices at which, the
period or periods within which, and the terms and conditions upon which,
preferred securities
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issued by the trust shall be purchased or redeemed, in whole or in part,
pursuant to such obligation;
- the voting rights, if any, of holders of preferred securities in addition
to those required by law or described in this prospectus supplement,
including the number of votes per preferred security and any requirement
for the approval by the holders of preferred securities, or of preferred
securities issued by one or more other trusts, or of both, as a condition
to specified action or amendments to the declaration of the trust;
- the terms and conditions, if any, upon which the junior subordinated
debentures owned by the trust may be distributed to holders of preferred
securities;
- if applicable, any securities exchange upon which the preferred
securities shall be listed; and
- any other relevant rights, preferences, privileges, limitations or
restrictions of preferred securities not inconsistent with the
declaration or with applicable law.
All preferred securities will be guaranteed by Fleet to the extent set
forth below under "Description of the Preferred Securities Guarantees."
Certain United States federal income tax considerations applicable to any
offering of preferred securities will be described in the prospectus supplement
relating thereto.
VOTING RIGHTS
Except as described in this prospectus, under the Delaware Business Trust
Act, the Trust Indenture Act, under "Description of the Preferred Securities
Guarantees--Modification of the Preferred Securities Guarantees; Assignment" in
this prospectus, and under any prospectus supplement relating to the issuance of
a series of preferred securities, and as otherwise required by law and the
declarations, the holders of the preferred securities will have no voting
rights.
The holders of a majority in aggregate liquidation amount of the preferred
securities have the right to direct any proceeding for any remedy available to
the institutional trustee so long as the institutional trustee receives the tax
opinion discussed below. The holders also have the right to direct the
institutional trustee under the declaration to:
(1) direct any proceeding for any remedy available to the debt trustee, or
exercising any trust or power conferred on the debt trustee;
(2) waive any past indenture event of default that is waivable under the
indenture;
(3) exercise any right to rescind or annul an acceleration of the maturity
of the junior subordinated debentures; or
(4) consent to any amendment, modification or termination where such
consent is required.
If there is an event of default on the preferred securities, and such
default is a result of a payment default under the junior subordinated
debentures, the holders of the preferred securities may also sue Fleet directly,
a "DIRECT ACTION," to enforce payment of the principal of or interest on the
junior subordinated debentures having a principal amount equal to the aggregate
liquidation amount of the preferred securities of such holder on or after the
due date specified in the junior subordinated debentures.
Where a consent or action under the indenture would require the consent or
act of holders of more than a majority in principal amount of the junior
subordinated debentures, or a "SUPER MAJORITY," then only a super majority may
direct the institutional trustee to give such consent or take such action. Where
a consent or action under the indenture would require the consent or act of
individual holders of the junior subordinated debentures, then only those
individual holders may direct the institutional trustee to give such consent or
take such action. If the institutional trustee fails to enforce its rights under
the junior subordinated
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debentures, any record holder of preferred securities may directly sue Fleet to
enforce the institutional trustee's rights under the junior subordinated
debentures. The record holder does not have to sue the institutional trustee or
any other person or entity before enforcing his rights.
The institutional trustee is required to notify all holders of the
preferred securities of any notice of default received from the indenture
trustee. The notice is required to state that the event of default also
constitutes a declaration event of default. Except for directing the time,
method and place of conducting a proceeding for a remedy available to the
institutional trustee, the institutional trustee will not take any of the
actions described in clauses (1), (2), (3) or (4) above unless the institutional
trustee receives an opinion of a nationally recognized independent tax counsel.
The opinion must be to the effect that, as a result of such action, the trust
will not fail to be classified as a grantor trust for United States federal
income tax purposes.
If the consent of institutional trustee is required under the indenture for
any amendment, modification or termination of the indenture, the institutional
trustee is required to request the written direction of the holders of the trust
securities. In that case, the institutional trustee will vote as directed by a
majority in liquidation amount of the trust securities voting together as a
single class. Where any amendment, modification or termination under the
indenture would require the consent of a super majority or an individual holder,
however, the institutional trustee may only give such consent at the direction
of the holders of the same super majority of the holders of the trust securities
or such individual holder, as applicable. The institutional trustee is not
required to take any such action in accordance with the directions of the
holders of the trust securities unless the institutional trustee has obtained a
tax opinion to the effect described above.
A waiver of an indenture event of default by the institutional trustee at
the direction of the holders of the preferred securities will constitute a
waiver of the corresponding declaration event of default.
Any required approval or direction of holders of preferred securities may
be given at a separate meeting of holders of preferred securities convened for
such purpose, at a meeting of all of the holders of trust securities or by
written consent. The regular trustees will mail to each holder of record of
preferred securities a notice of any meeting at which such holders are entitled
to vote, or of any matter upon which action by written consent of such holders
is to be taken. Each such notice will include a statement setting forth the
following information:
- the date of such meeting or the date by which such action is to be taken;
- a description of any resolution proposed for adoption at such meeting on
which such holders are entitled to vote or of such matter upon which
written consent is sought; and
- instructions for the delivery of proxies or consents.
No vote or consent of the holders of preferred securities will be required for a
trust to redeem and cancel preferred securities or distribute junior
subordinated debentures in accordance with the declaration.
Despite the fact that holders of preferred securities are entitled to vote
or consent under the circumstances described above, any of the preferred
securities that are owned at the time by Fleet or any entity directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, Fleet, will not be entitled to vote or consent. Instead, these
preferred securities will be treated as if they were not outstanding.
Holders of the preferred securities generally will have no rights to
appoint or remove the regular trustees. Instead, the trustees may be appointed,
removed or replaced solely by Fleet as the indirect or direct holder of all of
the common securities.
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COMMON SECURITIES
In connection with the issuance of preferred securities, each trust will
issue one series of common securities having the terms including distributions,
redemption, voting, liquidation rights or such restrictions as shall be set
forth in the prospectus supplement. Except for voting rights, the terms of the
common securities will be substantially identical to the terms of the preferred
securities. The common securities will rank equally, and payments will be made
on the common securities pro rata, with the preferred securities, except that,
upon an event of default, the rights of the holders of the common securities to
payment in respect of distributions and payments upon liquidation, redemption
and otherwise will be subordinated to the rights of the holders of the preferred
securities. Except in limited circumstances, the common securities of a trust
carry the right to vote to appoint, remove or replace any of the trustees of
that trust. All of the common securities of each trust will be directly or
indirectly owned by Fleet.
DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES
Set forth below is a summary of information concerning the preferred
securities guarantees which will be executed and delivered by Fleet for the
benefit of the holders from time to time of preferred securities. Each preferred
securities guarantee will be qualified as an indenture under the Trust Indenture
Act. The Bank of New York will act as the guarantee trustee for purposes of the
Trust Indenture Act. The terms of each preferred securities guarantee will be
those set forth in the preferred securities guarantee and those made part of the
preferred securities guarantee by the Trust Indenture Act. The summary of the
material terms of the preferred securities guarantees is not intended to be
complete and is qualified in all respects by the provisions of the form of
preferred securities guarantee which is filed as an exhibit to the registration
statement which contains this prospectus, and the Trust Indenture Act. Each
preferred securities guarantee will be held by the guarantee trustee for the
benefit of the holders of the preferred securities of the applicable trust.
GENERAL
Pursuant to and to the extent set forth in the preferred securities
guarantee, Fleet will irrevocably and unconditionally agree to pay in full to
the holders of the preferred securities, except to the extent paid by the trust,
as and when due, regardless of any defense, right of set-off or counterclaim
which the trust may have or assert, the following payments, which are referred
to as "GUARANTEE PAYMENTS," without duplication:
- any accrued and unpaid distributions that are required to be paid on the
preferred securities, to the extent the trust has funds available for
distributions;
- the redemption price, plus all accrued and unpaid distributions, to the
extent the trust has funds available for redemptions, relating to any
preferred securities called for redemption by the trust; and
- upon a voluntary or involuntary dissolution, winding-up or termination of
the trust, other than in connection with the distribution of junior
subordinated debentures to the holders of preferred securities or the
redemption of all of the preferred securities, the lesser of:
- the aggregate of the liquidation amount and all accrued and unpaid
distributions on the preferred securities to the date of payment; or
- the amount of assets of the trust remaining for distribution to
holders of the preferred securities in liquidation of the trust.
The redemption price and liquidation amount will be fixed at the time the
preferred securities are issued.
Fleet's obligation to make a guarantee payment may be satisfied by direct
payment of
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the required amounts by Fleet to the holders of preferred securities or by
causing the trust to pay such amounts to such holders.
The preferred securities guarantees will not apply to any payment of
distributions except to the extent a trust shall have funds available for such
payments. If Fleet does not make interest payments on the junior subordinated
debentures purchased by a trust, the trust will not pay distributions on the
preferred securities and will not have funds available for such payments.
The preferred securities guarantees, when taken together with Fleet's
obligations under the junior subordinated debentures, the indentures and the
declarations, including its obligations to pay costs, expenses, debts and
liabilities of the trusts, other than those relating to trust securities, will
provide a full and unconditional guarantee on a subordinated basis by Fleet of
payments due on the preferred securities.
Fleet has also agreed separately to irrevocably and unconditionally
guarantee the obligations of the trusts with respect to the common securities to
the same extent as the preferred securities guarantees, except that upon an
event of default under the indenture, holders of preferred securities shall have
priority over holders of common securities with respect to distributions and
payments on liquidation, redemption or otherwise.
CERTAIN COVENANTS OF FLEET
In each preferred securities guarantee, Fleet will covenant that, so long
as any preferred securities remain outstanding, if there shall have occurred any
event that would constitute an event of default under the preferred securities
guarantee or the indenture of the trust, or if Fleet has exercised its option to
defer interest payments on the junior subordinated debentures by extending the
interest payment period and such period or extension thereof shall be
continuing, then:
- Fleet shall not declare or pay any dividend on, make any distributions
relating to, or redeem, purchase, acquire or make a liquidation payment
relating to, any of its capital stock or make any guarantee payment with
respect thereto other than:
(1) repurchases, redemptions or other acquisitions of shares of
capital stock of Fleet in connection with any employee benefit
plans or any other contractual obligation of Fleet, other than a
contractual obligation ranking equally with or junior to the
junior subordinated debentures;
(2) as a result of an exchange or conversion of any class or series of
Fleet's capital stock for any other class or series of Fleet's
capital stock; or
(3) the purchase of fractional interests in shares of Fleet's capital
stock pursuant to the conversion or exchange provisions of such
Fleet capital stock or the security being converted or exchanged;
and
- Fleet shall not make any payment of interest, principal or premium, if
any, on, or repay, repurchase or redeem any debt securities issued by
Fleet which rank equally with or junior to the junior subordinated
debentures.
MODIFICATION OF THE PREFERRED SECURITIES GUARANTEES; ASSIGNMENT
The preferred securities guarantee may be amended only with the prior
approval of the holders of not less than a majority in aggregate liquidation
amount of the outstanding preferred securities. No vote will be required,
however, for any changes that do not adversely affect the rights of holders of
preferred securities. All guarantees and agreements contained in the preferred
securities guarantee shall bind the successors, assignees, receivers, trustees
and representatives of Fleet and shall be for the benefit of the holders of the
preferred securities then outstanding.
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TERMINATION
Each preferred securities guarantee will terminate upon full payment of the
redemption price of all preferred securities, upon distribution of the junior
subordinated debentures to the holders of the trust securities or upon full
payment of the amounts payable in accordance with the declaration upon
liquidation of such trust. Each preferred securities guarantee will continue to
be effective or will be reinstated, as the case may be, if at any time any
holder of preferred securities must restore payment of any sums paid under the
preferred securities or the preferred securities guarantee.
EVENTS OF DEFAULT
An event of default under a preferred securities guarantee will occur upon
the failure of Fleet to perform any of its payment or other obligations under
the preferred securities guarantee.
The holders of a majority in liquidation amount of the preferred securities
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the guarantee trustee in respect of the preferred
securities guarantee or to direct the exercise of any trust or power conferred
upon the guarantee trustee under the preferred securities guarantee. Any holder
of preferred securities may institute a legal proceeding directly against Fleet
to enforce the guarantee trustee's rights and the obligations of Fleet under the
preferred securities guarantee, without first instituting a legal proceeding
against the relevant trust, the guarantee trustee or any other person or entity.
STATUS OF THE PREFERRED SECURITIES GUARANTEES
The preferred securities guarantees will constitute unsecured obligations
of Fleet and will rank
- subordinate and junior in right of payment to all other liabilities of
Fleet, except those made equal or subordinate by their terms;
- equally with the most senior preferred or preference stock now or
hereafter issued by Fleet and with any guarantee now or hereafter entered
into by Fleet in respect of any preferred or preference stock of any
affiliate of Fleet; and
- senior to Fleet common stock.
The terms of the preferred securities provide that each holder of preferred
securities by acceptance of such securities agrees to the subordination
provisions and other terms of the preferred securities guarantee.
The preferred securities guarantees will constitute a guarantee of payment
and not of collection. This means that the guaranteed party may sue the
guarantor to enforce its rights under the guarantee without suing any other
person or entity.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
Prior to the occurrence of a default relating to a preferred securities
guarantee, the guarantee trustee undertakes to perform only such duties as are
specifically set forth in the preferred securities guarantee. After default, the
guarantee trustee will exercise the same degree of care as a prudent individual
would exercise in the conduct of his or her own affairs. Provided that the
foregoing requirements have been met, the guarantee trustee is under no
obligation to exercise any of the powers vested in it by a preferred securities
guarantee at the request of any holder of preferred securities, unless offered
indemnity satisfactory to it against the costs, expenses and liabilities which
might be incurred thereby.
Fleet or its affiliates maintain certain accounts and other banking
relationships with the guarantee trustee and its affiliates in the ordinary
course of business.
GOVERNING LAW
The preferred securities guarantees will be governed by and construed in
accordance with the internal laws of the State of New York.
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EFFECT OF OBLIGATIONS UNDER THE JUNIOR SUBORDINATED
DEBENTURES AND THE PREFERRED SECURITIES GUARANTEES
As set forth in the declaration, the sole purpose of the trusts are to
issue the trust securities and to invest the proceeds from that issuance and
sale in the junior subordinated debentures.
As long as payments of interest and other payments are made when due on the
junior subordinated debentures, those payments will be sufficient to cover the
distributions and payments due on the trust securities. This is due to the
following factors:
- the aggregate principal amount of junior subordinated debentures will be
equal to the sum of the aggregate stated liquidation amount of the trust
securities;
- the interest rate and the interest and other payment dates on the junior
subordinated debentures will match the distribution rate and distribution
and other payment dates for the trust securities;
- under the indenture, Fleet will pay, and the trusts will not be obligated
to pay, directly or indirectly, all costs, expenses, debts and
obligations of the trusts, other than those relating to the trust
securities; and
- the declaration further provides that the Fleet trustees may not cause or
permit the trusts to engage in any activity that is not consistent with
the purposes of the trusts.
Payments of distributions, to the extent there are available funds, and
other payments due on the preferred securities, to the extent there are
available funds, are guaranteed by Fleet to the extent described in this
prospectus. If Fleet does not make interest payments on the junior subordinated
debentures, the trust will not have sufficient funds to pay distributions on the
preferred securities. Each preferred securities guarantee is a subordinated
guarantee in relation to the preferred securities. The preferred securities
guarantee does not apply to any payment of distributions unless and until the
trust has sufficient funds for the payment of such distributions. See
"Description of the Preferred Securities Guarantees."
The preferred securities guarantees cover the payment of distributions and
other payments on the preferred securities only if and to the extent that Fleet
has made a payment of interest or principal or other payments on the junior
subordinated debentures. The preferred securities guarantees, when taken
together with Fleet's obligations under the junior subordinated debentures and
the indenture and its obligations under the declaration, will provide a full and
unconditional guarantee of distributions, redemption payments and liquidation
payments on the preferred securities.
If Fleet fails to make interest or other payments on the junior
subordinated debentures when due, taking account of any extension period, the
declaration allows the holders of the preferred securities to direct the
institutional trustee to enforce its rights under the junior subordinated
debentures. If the institutional trustee fails to enforce these rights, any
holder of preferred securities may directly sue Fleet to enforce such rights
without first suing the institutional trustee or any other person or entity. See
"Description of the Preferred Securities--Book Entry Only Issuance--The
Depository Trust Company" and "--Voting Rights." in the accompanying prospectus
supplement.
A holder of preferred securities may institute a direct action if a
declaration event of default has occurred and is continuing and such event is
attributable to the failure of Fleet to pay interest or principal on the junior
subordinated debentures on the date such interest or principal is otherwise
payable. A direct action may be brought without first (1) directing the
institutional trustee to enforce the terms of the junior subordinated debentures
or (2) suing Fleet to enforce the institutional trustee's rights under the
junior subordinated debentures. In connection with such direct action, Fleet
will be subrogated to the rights of such holder of preferred securities under
the declaration to the extent of any payment made by Fleet to such
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holder of preferred securities. Consequently, Fleet will be entitled to payment
of amounts that a holder of preferred securities receives in respect of an
unpaid distribution to the extent that such holder receives or has already
received full payment relating to such unpaid distribution from a trust.
Fleet acknowledges that the guarantee trustee shall enforce the preferred
securities guarantees on behalf of the holders of the preferred securities. If
Fleet fails to make payments under the preferred securities guarantees, the
preferred securities guarantees allow the holders of the preferred securities to
direct the guarantee trustee to enforce its rights thereunder. If the guarantee
trustee fails to enforce the preferred securities guarantees, any holder of
preferred securities may directly sue Fleet to enforce the guarantee trustee's
rights under the preferred securities guarantees. Such holder need not first sue
the trust, the guarantee trustee, or any other person or entity. A holder of
preferred securities may also directly sue Fleet to enforce such holder's right
to receive payment under the preferred securities guarantees. Such holder need
not first (1) direct the guarantee trustee to enforce the terms of the preferred
securities guarantee or (2) sue the trust or any other person or entity.
Fleet and the trusts believe that the above mechanisms and obligations,
taken together, are equivalent to a full and unconditional guarantee by Fleet of
payments due on the preferred securities. See "Description of the Preferred
Securities Guarantees--General."
PLAN OF DISTRIBUTION
Fleet may sell the junior subordinated debentures and any trust may sell
preferred securities in any of, or any combination of, the following ways:
- directly to purchasers;
- through agents; and
- through underwriters or dealers.
Such underwriters, dealers or agents may be affiliates of Fleet, and offers or
sales of such securities may include secondary market transactions by affiliates
of Fleet.
Offers to purchase preferred securities may be solicited directly by Fleet
and/or any trust, as the case may be, or by agents designated by Fleet and/or
any trust, as the case may be, from time to time. Any such agent, who may be
deemed to be an underwriter as that term is defined in the Securities Act of
1933, involved in the offer or sale of the preferred securities in respect of
which this prospectus is delivered will be named, and any commissions payable by
Fleet to such agent will be set forth, in the prospectus supplement. Unless
otherwise indicated in the prospectus supplement, any such agency will be acting
on a best efforts basis for the period of its appointment which is ordinarily
five business days or less. Agents, dealers and underwriters may be customers
of, engage in transactions with, or perform services for Fleet in the ordinary
course of business.
If an underwriter or underwriters are utilized in the sale, Fleet will
execute an underwriting agreement with such underwriters at the time of sale to
them and the names of the underwriters and the terms of the transaction will be
set forth in the prospectus supplement, which will be used by the underwriters
to make releases of the preferred securities in respect of which this prospectus
is delivered to the public.
If a dealer is utilized in the sale of the preferred securities in respect
of which this prospectus is delivered, Fleet and/or any trust, as the case may
be, will sell such preferred securities to the dealer, as principal. The dealer
may then resell such preferred securities to the public at varying prices to be
determined by such dealer at the time of resale. The name of the dealer and the
terms of the transaction will be set forth in the prospectus supplement. Agents,
underwriters, and dealers may be entitled under the relevant agreements to
indemnification by Fleet and/or any trust, as the case
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may be, against certain liabilities, including
liabilities under the Securities Act of 1933.
This prospectus and related prospectus supplement may be used by direct or
indirect subsidiaries of Fleet in connection with offers and sales related to
secondary market transactions. Such subsidiaries may act as principal or agent
in such transactions. Such sales may be made at prices related to prevailing
market prices at the time of sale.
The participation of an affiliate or subsidiary of Fleet in the offer and
sale of the preferred securities will comply with the requirements of Rule 2720
of the By-Laws of the National Association of Securities Dealers, Inc., the
"NASD," regarding underwriting securities of the affiliate. No NASD member
participating in offers and sales will execute a transaction in the preferred
securities in a discretionary account without the prior written specific
approval of the member's customer.
Underwriters, agents or their controlling persons may engage in
transactions with and perform services for Fleet in the ordinary course of
business.
Certain of the underwriters may use this prospectus and the accompanying
prospectus supplement for offers and sales related to market-making transactions
in the securities. These underwriters may act as principal or agent in these
transactions, and the sales will be made at prices related to prevailing market
prices at the time of sale.
LEGAL MATTERS
Certain matters of Delaware law relating to the validity of the preferred
securities will be passed upon on behalf of each of the trusts by Skadden, Arps,
Slate, Meagher & Flom LLP, special Delaware counsel to the trusts. The validity
of the junior subordinated debentures and the preferred securities guarantee and
certain matters relating thereto will be passed upon for Fleet and certain
United States federal income taxation matters will be passed upon for Fleet and
the trusts by Edwards & Angell, LLP, One BankBoston Plaza, Providence, Rhode
Island 02903. V. Duncan Johnson, a partner of Edwards & Angell, LLP, is a
director of Fleet National Bank and beneficially owns 8,104 shares of Fleet
Common Stock. Certain legal matters will be passed upon for the Underwriters by
Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.
EXPERTS
Our consolidated financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31, 1998
have been so incorporated by reference in this document in
reliance on the report with respect to those financial statements of KPMG LLP,
independent accountants, given upon the authority of that firm as experts in
accounting and auditing.
25
<PAGE> 86
================================================================================
PREFERRED SECURITIES
[FLEET LOGO]
FLEET CAPITAL TRUST VI
FLEET CAPITAL TRUST VII
FLEET CAPITAL TRUST VIII
FLEET CAPITAL TRUST IX
FLEET CAPITAL TRUST X
PREFERRED SECURITIES
FULLY AND UNCONDITIONALLY GUARANTEED BY
FLEET FINANCIAL GROUP, INC.
----------
PROSPECTUS
----------
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information.
We are not offering the securities in any state where the offer is not
permitted.
We do not claim the accuracy of the information in this prospectus as of
any date other than the dates stated on the cover.
, 1999
================================================================================
<PAGE> 87
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED , 1999
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED , 1999)
[FLEET LOGO]
$
PREFERRED SECURITIES
FLEET CAPITAL TRUST VI
% PREFERRED SECURITIES
(LIQUIDATION AMOUNT $ PER PREFERRED SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED BY
FLEET FINANCIAL GROUP, INC.
------------------------
THE TRUST:
Fleet Capital Trust VI is a Delaware business trust. The trust will:
- sell preferred securities representing undivided beneficial interests in
the trust to the public.
- sell common securities representing undivided beneficial interests in the
trust to Fleet Financial Group, Inc.
- use the proceeds from these sales to buy an equal principal amount of
junior subordinated debentures due of Fleet Financial Group, Inc.
- distribute the cash payments it receives on the junior subordinated
debentures it owns to the holders of the preferred and common securities.
QUARTERLY DISTRIBUTIONS:
- For each preferred security that you own, you will receive cumulative
cash distributions at an annual rate equal to % on the
liquidation amount of $ per preferred security, on ,
, and of each year, beginning
.
- Fleet Financial Group, Inc. can defer interest payments on the junior
subordinated debentures at any time for up to 20 consecutive quarterly
periods. If Fleet Financial Group, Inc. does defer interest payments, the
trust will also defer payment of distributions on the preferred and
common securities. However, deferred distributions will themselves accrue
interest at an annual rate equal to , compounded quarterly,
to the extent permitted by law.
FLEET FINANCIAL GROUP, INC.:
- Fleet Financial Group, Inc. will fully and unconditionally guarantee the
payment by the trust of the preferred securities based on obligations
discussed in the accompanying prospectus.
The trust will apply to have the preferred securities listed on the New
York Stock Exchange under the symbol " ." If approved for listing, trading
is expected to commence within 30 days after the preferred securities are first
issued.
INVESTING IN THE PREFERRED SECURITIES INVOLVES RISKS WHICH ARE DESCRIBED IN
THE "RISK FACTORS" SECTION BEGINNING ON PAGE S-6 OF THIS PROSPECTUS SUPPLEMENT.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus to which it relates is truthful or
complete. Any representation to the contrary is a criminal offense.
<TABLE>
<CAPTION>
PER PREFERRED SECURITY TOTAL
---------------------- ------------
<S> <C> <C>
Public offering price....................................... $ $
Underwriting commission to be paid by Fleet Financial Group,
Inc. .....................................................
Proceeds to the trust....................................... $ $
</TABLE>
The underwriters may also purchase up to an additional preferred
securities at the public offering price within 30 days from the date of this
prospectus supplement to cover over-allotment.
------------------------
The date of this prospectus supplement is .
<PAGE> 88
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT RELATING TO PREFERRED SECURITIES OF
FLEET CAPITAL TRUST VI
Summary Information--Q&A.................................... S-3
Risk Factors................................................ S-6
Fleet Capital............................................... S-9
Selected Consolidated Financial Data--Fleet Financial Group,
Inc....................................................... S-10
Capitalization.............................................. S-12
Accounting Treatment........................................ S-13
Description of the Preferred Securities..................... S-13
Description of the Guarantee................................ S-24
Description of the Junior Subordinated Debentures........... S-24
Effect of Obligations under the Junior Subordinated
Debentures and the Guarantee.............................. S-32
United States Federal Income Taxation....................... S-33
ERISA Considerations........................................ S-37
Underwriting................................................ S-39
PROSPECTUS RELATING TO PREFERRED SECURITIES OF FLEET CAPITAL
TRUST VI
Available Information....................................... 3
Incorporation of Certain Documents by Reference............. 4
Fleet Financial Group, Inc.................................. 5
The Trusts.................................................. 6
Consolidated Ratios of Earnings to Fixed Charges............ 7
Reason for Transaction...................................... 7
Use of Proceeds............................................. 7
Description of the Junior Subordinated Debentures........... 8
Description of the Preferred Securities..................... 13
Description of the Preferred Securities Guarantees.......... 16
Effect of Obligations Under the Junior Subordinated
Debentures and the Preferred Securities Guarantees........ 19
Plan of Distribution........................................ 20
Legal Matters............................................... 21
Experts..................................................... 21
</TABLE>
You should rely only on the information contained in this document or that
we have referred you to. We have not authorized anyone to provide you with any
other information.
The trust may sell preferred securities after the date of this prospectus
supplement, and this prospectus supplement and the prospectus may be delivered
to you after the date of this prospectus supplement. However, you should realize
that the affairs of Fleet or the trust may have changed since the date of this
prospectus supplement. This prospectus supplement will not reflect such changes.
You should not consider this prospectus supplement or the prospectus to be
an offer or solicitation relating to the preferred securities in any
jurisdiction in which such an offer or solicitation is not authorized.
Furthermore, you should not consider this prospectus supplement or the
prospectus to be an offer or solicitation relating to the preferred securities
if the person making the offer or solicitation is not qualified to do so, or if
it is unlawful for you to receive such an offer or solicitation.
S-2
<PAGE> 89
SUMMARY INFORMATION--Q&A
The following information supplements, and should be read together with,
the information contained in other parts of this prospectus supplement and in
the accompanying prospectus. This summary highlights selected information from
this prospectus supplement and the accompanying prospectus to help you
understand the preferred securities. You should carefully read this prospectus
supplement and the accompanying prospectus to understand fully the terms of the
preferred securities, as well as the tax and other considerations that are
important to you in making a decision about whether to invest in the preferred
securities. You should pay special attention to the "Risk Factors" section
beginning on page S-6 of this prospectus supplement to determine whether an
investment in the preferred securities is appropriate for you. The preferred
securities are one of the series of preferred securities referred to in the
accompanying prospectus.
For your convenience, we make reference to specific page numbers in this
prospectus supplement and the accompanying prospectus for more detailed
information on some of the terms and concepts used throughout this prospectus
supplement.
WHAT ARE THE PREFERRED SECURITIES?
Each preferred security represents an undivided beneficial interest in the
assets of Fleet Capital. Each preferred security will entitle the holder to
receive quarterly cash distributions as described in this prospectus supplement.
The underwriters are offering preferred securities at a price of $ for
each preferred security.
WHO IS FLEET CAPITAL?
Fleet Capital Trust VI is a recently created Delaware business trust.
Fleet Capital will sell its preferred securities to the public and its
common securities to Fleet Financial Group, Inc., "FLEET." The preferred
securities and the common securities together are referred to in this prospectus
supplement and the accompanying prospectus as the "TRUST SECURITIES." Fleet
Capital will use the proceeds from these sales to buy a series of Junior
Subordinated Debentures due from Fleet with the same financial terms as the
preferred securities. Fleet will, on a subordinated basis, fully and
unconditionally guarantee the payment by Fleet Capital of the preferred
securities, the "GUARANTEE."
There are five trustees of Fleet Capital. Three of Fleet Capital trustees
are officers of Fleet, the "REGULAR TRUSTEES." The Bank of New York will act as
the institutional trustee of Fleet Capital and one of its affiliates will act as
the Delaware trustee.
WHO IS FLEET?
Fleet is a diversified financial services company engaged in a general
commercial banking and investment management business in Connecticut, Florida,
Maine, Massachusetts, New Hampshire, New Jersey, New York and Rhode Island.
Fleet also provides a variety of financial services nationwide.
WHEN WILL YOU RECEIVE QUARTERLY DISTRIBUTIONS?
If you purchase the preferred securities, you are entitled to receive
cumulative cash distributions at an annual rate of % of the liquidation
amount of $ per preferred security. Distributions will accumulate from the
date Fleet Capital issues the preferred securities and will be paid quarterly in
arrears on , , and of each
year, beginning .
WHEN CAN PAYMENT OF YOUR DISTRIBUTIONS BE DEFERRED?
Fleet can, on one or more occasions, defer interest payments on the junior
subordinated debentures for up to 20 consecutive quarterly periods unless an
event of default under the junior subordinated debentures has occurred and is
continuing (see page S-28). A deferral of interest payments cannot extend,
however, beyond the maturity date of the junior subordinated debentures, which
is .
S-3
<PAGE> 90
If Fleet defers interest payments on the junior subordinated debentures,
Fleet Capital will also defer distributions on the preferred securities. During
this deferral period, distributions will continue to accrue on the preferred
securities at an annual rate of % of the liquidation amount of $ per
preferred security. Also, the deferred distributions will themselves accrue
interest (to the extent permitted by law) at an annual rate of %,
compounded quarterly. Once Fleet makes all interest payments on the junior
subordinated debentures, with accrued interest, it can again postpone interest
payments on the junior subordinated debentures if no event of default under the
junior subordinated debentures has occurred and is continuing.
During any period in which Fleet defers interest payments on the junior
subordinated debentures, Fleet will not be permitted to:
- declare or pay a dividend or make any other payment or distribution on
its capital stock;
- redeem, purchase or make a liquidation payment on any of its capital
stock;
- make an interest, principal or premium payment on, or repurchase or
redeem, any of its debt securities that rank equal with or junior to the
junior subordinated debentures; or
- make any guarantee payments relating to any of the above.
There are limited exceptions to these restrictions which are described on page
S-28 and S-29.
If Fleet defers the payment of interest on the junior subordinated
debentures, the preferred securities will be treated as being reissued with
original issue discount for United States federal income tax purposes. This
means that, beginning at the time of deferral, you will be required to recognize
interest income with respect to distributions even during the period such
distributions are deferred and include such amounts in your gross income for
United States federal income tax purposes before you receive any cash
distributions relating to such interest payments. See "United States Federal
Income Taxation" beginning on page S-34.
WHEN CAN FLEET CAPITAL REDEEM THE PREFERRED SECURITIES?
Fleet Capital will redeem all of the outstanding preferred securities when
the junior subordinated debentures are paid at maturity on . In
addition, if Fleet redeems any junior subordinated debentures before their
maturity, Fleet Capital will use the cash it receives on the redemption of the
junior subordinated debentures to redeem, on a pro rata basis, preferred
securities and common securities having an aggregate liquidation amount equal to
the aggregate principal amount of the junior subordinated debentures redeemed.
Fleet can redeem some or all of the junior subordinated debentures before
their maturity at 100% of their principal amount plus accrued interest to the
date of redemption:
- on one or more occasions any time on or after ; and
- before , if specified changes in tax or regulatory law occur
(each of which is a "SPECIAL EVENT" and each of which is more fully
described on page S-27), and within 90 days of the occurrence of the
special event.
Any redemption of the junior subordinated debentures may require approval
of the Board of Governors of the Federal Reserve System.
WHAT IS FLEET'S GUARANTEE OF THE PREFERRED SECURITIES?
Fleet will fully and unconditionally guarantee the preferred securities
based on:
- its obligations under the guarantee; and
- its obligations under the declaration of trust which governs the terms of
the preferred securities (see page S-13); and
- its obligations under the indenture which governs the terms of the junior
subordinated debentures (see page S-24).
If Fleet does not make a payment on the junior subordinated debentures,
Fleet Capital
S-4
<PAGE> 91
will not have sufficient funds to make payments on the preferred securities. The
guarantee does not cover payments when Fleet Capital does not have sufficient
funds to make payments on the preferred securities. Fleet's obligations under
the guarantee are subordinate to its obligations to make payments on all of its
other liabilities except its obligations under similar guarantees.
WHEN COULD THE JUNIOR SUBORDINATED DEBENTURES BE DISTRIBUTED TO YOU?
Fleet has the right to terminate Fleet Capital at any time. If Fleet
decides to exercise its right to terminate Fleet Capital, Fleet Capital will
redeem the preferred securities by distributing the junior subordinated
debentures to holders of the preferred securities and the common securities on a
pro rata basis.
Any distribution of the junior subordinated debentures may require approval
of the Board of Governors of the Federal Reserve System.
WILL THE PREFERRED SECURITIES BE LISTED ON A STOCK EXCHANGE?
The trust has applied to have the preferred securities listed on the NYSE
under the symbol " ". If approved for listing, trading is expected to
commence within 30 days after the preferred securities are first issued. You
should be aware that the listing of the preferred securities will not
necessarily assure that a liquid trading market will be available for the
preferred securities. If the trust distributes the junior subordinated
debentures, Fleet will use its best efforts to list the junior subordinated
debentures on the NYSE or any other exchange or other organization on which the
preferred securities are then listed.
WHAT HAPPENS IF FLEET CAPITAL IS TERMINATED AND THE JUNIOR SUBORDINATED
DEBENTURES ARE NOT DISTRIBUTED?
Fleet Capital may also terminate in circumstances where the junior
subordinated debentures will not be distributed. In those situations, Fleet
Capital will pay the liquidation amount of for each preferred security plus
unpaid distributions to the date such payment is made. Fleet Capital will be
able to make this distribution of cash only if the junior subordinated
debentures are redeemed by Fleet.
IN WHAT FORM WILL THE PREFERRED SECURITIES BE ISSUED?
The preferred securities will be represented by one or more global
securities that will be deposited with and registered in the name of The
Depository Trust Company, New York, New York, "DTC," or its nominee. This means
that you will not receive a certificate for your preferred securities. Fleet
Capital expects that the preferred securities will be ready for delivery through
DTC on or about .
S-5
<PAGE> 92
RISK FACTORS
Your investment in the preferred securities will involve some risks. You
should carefully consider the following discussion of risks, and the other
information in this prospectus supplement and the accompanying prospectus,
before deciding whether an investment in the preferred securities is suitable
for you.
FLEET'S OBLIGATIONS UNDER THE GUARANTEE AND THE JUNIOR SUBORDINATED DEBENTURES
ARE SUBORDINATED.
Fleet's obligations under the guarantee are unsecured and will rank in
priority of payment:
- junior to all of Fleet's other liabilities, except those liabilities made
equal or junior to the guarantee by their terms;
- equal with all of Fleet's senior most preferred and preference stock now
or in the future issued by it, and with any guarantee now or in the
future issued by it in respect of any preferred or preference stock of
any of its affiliates, including Fleet's guarantee of the outstanding
preferred or capital securities of Fleet Capital Trust I, Fleet Capital
Trust II, Fleet Capital Trust III, Fleet Capital Trust IV and Fleet
Capital Trust V; and
- senior to Fleet's common stock.
This means that Fleet cannot make any payments on the guarantee if it
defaults on a payment of any of its other liabilities, except those liabilities
made equal or junior to the guarantee by their terms. In the event of the
bankruptcy, liquidation or dissolution of Fleet, its assets would be available
to pay obligations under the guarantee only after all payments had been made on
its other liabilities, except those liabilities made equal or junior to the
guarantee by their terms.
Fleet's obligations under the junior subordinated debentures are unsecured
and will rank junior in priority of payment to Fleet's "SENIOR INDEBTEDNESS" and
"OTHER FINANCIAL OBLIGATIONS" (see pages S-25 and S-26 for definitions of these
terms). This means that Fleet cannot make any payments of principal, including
redemption payments, or interest on the junior subordinated debentures if it
defaults on a payment on its senior indebtedness or other financial obligations.
This also means that in the event of the bankruptcy, liquidation or dissolution
of Fleet, its assets would be available to pay obligations under the junior
subordinated debentures only after all payments had been made on its senior
indebtedness and other financial obligations. As of June 30, 1999, senior
indebtedness and other financial obligations of Fleet aggregated approximately
$5.8 billion (holding company only). In addition, because Fleet is a bank
holding company, the junior subordinated debentures are effectively subordinated
to all existing and future liabilities of Fleet's subsidiaries, including
depositors.
The preferred securities, the guarantee and the junior subordinated
debentures do not limit the ability of Fleet and its subsidiaries to incur
additional indebtedness, including indebtedness that ranks senior in priority of
payment to the junior subordinated debentures and the guarantee.
For more information please refer to "Description of the Junior
Subordinated Debentures -- Subordination" beginning on page S-25 and
"Description of the Preferred Securities Guarantees" beginning on page 20 of the
accompanying prospectus.
GUARANTEE ONLY COVERS PAYMENTS IF FLEET CAPITAL HAS CASH AVAILABLE
The ability of Fleet Capital to pay scheduled distributions on the
preferred securities, the redemption price of the preferred securities and the
liquidation amount of each preferred security is solely dependent upon Fleet
making the related payments on the junior subordinated debentures when due.
If Fleet defaults on its obligation to pay principal or interest on the
junior subordinated debentures, Fleet Capital will not have sufficient funds to
pay distributions, the redemption price or the liquidation amount of each
preferred security. In those circumstances, you will not be
S-6
<PAGE> 93
able to rely upon the guarantee for payment of these amounts.
Instead, you:
- may directly sue Fleet or seek other remedies to collect your pro rata
share of payments owed; or
- rely on the institutional trustee to enforce Fleet Capital's rights under
the junior subordinated debentures.
FLEET'S ABILITY TO DEFER DISTRIBUTIONS WILL CAUSE CASH PAYMENTS TO CEASE, WILL
HAVE FEDERAL INCOME TAX CONSEQUENCES FOR YOU AND MAY AFFECT THE TRADING PRICE OF
THE PREFERRED SECURITIES
If no event of default under the junior subordinated debentures has
occurred and is continuing, Fleet can, on one or more occasions, defer interest
payments on the junior subordinated debentures for up to 20 consecutive
quarterly periods. If Fleet defers interest payments on the junior subordinated
debentures, Fleet Capital will defer distributions on the preferred securities
during any deferral period. However, distributions would still accumulate and
those deferred distributions will themselves accrue interest at an annual rate
of %, to the extent permitted by law.
If Fleet defers the payment of interest on the junior subordinated
debentures, you will be required to recognize interest income for United States
federal income tax purposes in respect of your pro rata share of the interest on
the junior subordinated debentures held by Fleet Capital before you receive any
cash distributions relating to those interest payments. In addition, if you sell
the preferred securities before the end of any deferral period or before the
record date relating to distributions which are paid, you will not receive the
cash distributions relating to any accrued and unpaid interest even though you
will be required to recognize such interest in income for United States federal
income tax purposes.
Fleet has no current intention of deferring interest payments on the junior
subordinated debentures. However, if Fleet exercises its right in the future,
the preferred securities may trade at a price that does not fully reflect the
value of accrued but unpaid interest on the junior subordinated debentures. If
you sell the preferred securities during an interest deferral period, you may
not receive the same return on your investment as someone who continues to hold
the preferred securities. In addition, the existence of Fleet's right to defer
payments of interest on the junior subordinated debentures may mean that the
market price for the preferred securities, which represent an undivided
beneficial interest in the junior subordinated debentures, may be more volatile
than other securities that do not have these rights.
See "United States Federal Income Taxation" beginning on page S-34 for more
information regarding the United States federal income tax consequences of
purchasing, holding and selling the preferred securities.
PREFERRED SECURITIES MAY BE REDEEMED BEFORE IF A SPECIAL EVENT OCCURS
If a special event occurs and is continuing, Fleet has the right to redeem
all of the junior subordinated debentures. The "special events" are defined on
page S-27. If such a redemption happens, Fleet Capital will use the cash it
receives on the redemption of the junior subordinated debentures to redeem all
of the preferred and common securities within 90 days of the event.
Please see "Description Of the Preferred Securities -- Redemption" on page
S-16 and "Description of the Junior Subordinated Debentures -- Optional
Redemption" beginning on page S-27 for more information.
DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES MAY HAVE A POSSIBLE ADVERSE
EFFECT ON TRADING PRICE
Fleet has the right to terminate Fleet Capital at any time. If Fleet
decides to exercise its right to terminate Fleet Capital, Fleet Capital will
redeem the preferred and common securities by distributing the junior
subordinated debentures to holders of the preferred securities and common
securities on a pro rata basis. Any distribution of the junior subordinated
deben-
S-7
<PAGE> 94
tures may require approval of the Board of Governors of the Federal Reserve
System.
Under current United States federal income tax laws, a distribution of
junior subordinated debentures to you on the dissolution of Fleet Capital should
not be a taxable event to you. However, if Fleet Capital is characterized for
United States federal income tax purposes as an association taxable as a
corporation at the time it is dissolved, the distribution of junior subordinated
debentures to you may be a taxable event to you. If there is a change in law, a
distribution of junior subordinated debentures to you on the dissolution of
Fleet Capital could be a taxable event to you.
Fleet has no current intention of causing the termination of Fleet Capital
and the distribution of the junior subordinated debentures. Fleet anticipates
that it would consider exercising this right in the event that expenses
associated with maintaining Fleet Capital were substantially greater than
currently expected, such as if a special event occurred. Fleet cannot predict
the other circumstances under which this right would be exercised.
Fleet cannot predict the market prices for the junior subordinated
debentures that may be distributed. Accordingly, the junior subordinated
debentures that you receive on a distribution, or the preferred securities you
hold pending such a distribution, may trade at a discount to the price that you
paid to purchase the preferred securities.
Because you may receive junior subordinated debentures, you should make an
investment decision with regard to the junior subordinated debentures, in
addition to the preferred securities. You should carefully review all the
information regarding the junior subordinated debentures contained in this
prospectus supplement and the accompanying prospectus.
LIMITED VOTING RIGHTS
You will have limited voting rights. In particular, only Fleet can elect or
remove any of Fleet Capital's trustees.
See "Fleet Capital" on page S-9 and "Description of the Preferred
Securities -- Voting Rights" beginning on page 18 in the accompanying
prospectus.
TRADING PRICE OF THE PREFERRED SECURITIES MAY NOT REFLECT THE VALUE OF ACCRUED
BUT UNPAID INTEREST
If you use the accrual method of accounting for tax purposes and dispose of
your preferred securities between quarterly distributions, you will be required
to:
- include accrued but unpaid interest as ordinary income for United States
federal tax purposes; and
- add the accrued but unpaid income to your adjusted tax basis in the
preferred securities disposed of.
If you sell the preferred securities for less than your adjusted tax basis
in the preferred securities, you will recognize a loss which generally may not
be used to offset ordinary income for United States federal tax purposes. See
"United States Federal Income Taxation" beginning on page S-34.
THERE IS NOT AN ESTABLISHED TRADING MARKET FOR THE PREFERRED SECURITIES
The preferred securities are a new issue of securities of Fleet Capital
with no established trading market. Fleet Capital cannot assure you that an
active trading market for the preferred securities will develop or be sustained
in the future. While the underwriters have indicated to Fleet and Fleet Capital
their intention to create a market for the preferred securities, they are not
obligated to do so and may discontinue market-making at any time without notice.
As a result, you may have difficulty selling or otherwise disposing of the
preferred securities.
NO PROTECTION IN HIGHLY LEVERAGED TRANSACTIONS
Under the indenture which governs the terms of the junior subordinated
debentures, you will not be protected from a highly leveraged transaction,
including a change of control of Fleet or other similar transaction. Such a
transaction may have the effect of increasing Fleet's liabilities that are
senior to the junior subordinated debentures.
S-8
<PAGE> 95
FLEET CAPITAL
This section supplements, and to the extent inconsistent with, replaces the
section entitled "The Trusts" in the accompanying Prospectus.
Fleet Capital is a statutory business trust formed under Delaware law
pursuant to:
- a declaration of trust, dated as of March 16, 1998, executed by Fleet, as
sponsor, and the trustees of Fleet Capital, the "FLEET CAPITAL TRUSTEES;"
and
- the filing of a certificate of trust with the Secretary of State of the
State of Delaware on March 16, 1998.
The declaration will be amended and restated in its entirety, as so amended
and restated, the "DECLARATION," substantially in the form filed as an exhibit
to the registration statement which contains this prospectus supplement and the
accompanying prospectus. The declaration will be qualified as an indenture under
the Trust Indenture Act of 1939, as amended, the "TRUST INDENTURE ACT."
Fleet Capital exists for the exclusive purposes of:
(1) issuing the trust securities representing undivided beneficial
interests in the assets of Fleet Capital;
(2) investing the gross proceeds of the trust securities in the junior
subordinated debentures; and
(3) engaging only in other necessary or incidental activities.
Upon issuance of the preferred securities, the purchasers will own all of
the preferred securities. See "Description of the Preferred
Securities -- Book-Entry Only Issuance -- The Depository Trust Company." Fleet
will directly or indirectly acquire common securities in an aggregate
liquidation amount equal to at least 3 percent of the total capital of Fleet
Capital.
Pursuant to the declaration, the number of Fleet Capital trustees will
initially be five. Fleet, as the direct or indirect holder of all the common
securities, will have the right to appoint, remove or replace any Fleet Capital
trustee and to increase or decrease the number of Fleet Capital trustees. Three
of the Fleet Capital trustees, the "REGULAR TRUSTEES," will be persons who are
employees or officers of, or who are affiliated with, Fleet. The fourth trustee
will be a financial institution that is unaffiliated with Fleet which will serve
as institutional trustee under the declaration and as indenture trustee for the
purposes of compliance with the provisions of the Trust Indenture Act, the
"INSTITUTIONAL TRUSTEE." Initially, The Bank of New York will be the
institutional trustee until removed or replaced by the holder of the common
securities. For purposes of compliance with the provisions of the Trust
Indenture Act, The Bank of New York will act as trustee under the guarantee, the
"GUARANTEE TRUSTEE," and as trustee under the indenture which governs the junior
subordinated debentures, the "DEBT TRUSTEE." The fifth trustee will be an entity
that maintains its principal place of business in the state of Delaware.
Initially, The Bank of New York (Delaware), an affiliate of the institutional
trustee, will act as Delaware trustee.
The institutional trustee will hold title to the junior subordinated
debentures for the benefit of the holders of the trust securities and will have
the power to exercise all rights, powers and privileges under the indenture as
the holder of the junior subordinated debentures. In addition, the institutional
trustee will maintain exclusive control of a segregated non-interest bearing
bank account to hold all payments made in respect of the junior subordinated
debentures for the benefit of the holders of the trust securities. The
institutional trustee will make payments of distributions and payments on
liquidation, redemption and otherwise to the holders of the trust securities out
of funds from that account.
The guarantee trustee will hold the guarantee for the benefit of the
holders of the preferred securities.
Fleet will pay all fees and expenses related to Fleet Capital and the
offering of the trust securities. See "Description of the Junior Subordinated
Debentures -- Miscellaneous" on page S-31.
S-9
<PAGE> 96
SELECTED CONSOLIDATED FINANCIAL DATA
FLEET FINANCIAL GROUP, INC.
The following unaudited consolidated summary sets forth selected financial
data for Fleet and its subsidiaries for the six months ended June 30, 1999 and
1998 and for each of the years in the five-year period ending December 31, 1998.
The following summary should be read in conjunction with the financial
information incorporated herein by reference to other documents. See "Where You
Can Find More Information" in the accompanying prospectus. The summary for the
six months ended June 30, 1999 and 1998 is based on unaudited financial
statements which include all adjustments that, in the opinion of management of
Fleet, are necessary for a fair presentation of the results of the respective
interim periods. The results of operations for the six months ended June 30,
1999 are not necessarily indicative of the results expected for 1999 or any
other interim period. All data has been restated to reflect the Quick & Reilly
acquisition, accounted for as a pooling of interests. Certain amounts in prior
periods have been reclassified to conform to current-year presentation. All per
common share amounts and associated ratios have been adjusted to reflect Fleet's
two-for-one common stock split effective October 7, 1998.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
------------------- ----------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
-------- -------- -------- -------- -------- -------- --------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED SUMMARY OF OPERATIONS:
Interest income (fully taxable
equivalent)........................... $ 3,577 $ 3,328 $ 6,801 $ 6,130 $ 6,064 $ 6,257 $ 5,389
Interest expense........................ 1,504 1,409 2,896 2,391 2,566 3,139 2,245
Net interest income (fully taxable
equivalent)........................... 2,073 1,919 3,905 3,739 3,498 3,118 3,144
Provision for credit losses............. 295 210 470 322 213 101 65
Net interest income after provision for
credit losses (fully taxable
equivalent)........................... 1,778 1,709 3,435 3,417 3,285 3,017 3,079
Noninterest income...................... 1,995 1,504 3,237 2,631 2,333 1,939 1,654
Noninterest expense..................... 2,303 2,104 4,129 3,715 3,512 3,755 3,221
Net income.............................. 888 716(a) 1,532(a) 1,367(b) 1,221 679(d) 890
PER COMMON SHARE(F):
Basic................................... $ 1.51 $ 1.22 $ 2.61 $ 2.37 $ 2.02 $ .91 $ 1.62
Diluted................................. 1.45 1.18(a) 2.52(a) 2.30(b) 1.98 .85(d) 1.50
Weighted average basic shares
outstanding (in thousands)............ 569,042 567,987 568,059 551,956 568,896 530,918 529,386
Weighted average diluted shares
outstanding (in thousands)............ 589,291 587,999 587,769 568,605 580,026 571,991 571,946
Book value.............................. $ 15.90 $ 14.39 $ 15.31 $ 13.68 $ 12.04 $ 11.01 $ 9.94
Cash dividends declared................. .54 .49 1.00 .92 .87 .82 .70
Common dividend payout ratio............ 35.85% 39.80% 38.34% 36.32% 40.64% 79.22% 35.86%
RATIO OF EARNINGS TO FIXED CHARGES:
Excluding interest on deposits.......... 3.06x 3.27x 3.25x 3.90x 3.38x 1.79x 2.30x
Including interest on deposits.......... 1.95 1.83 1.85 1.94 1.79 1.36 1.64
RATIO OF EARNINGS TO FIXED CHARGES AND
DIVIDENDS ON PREFERRED STOCK:
Excluding interest on deposits.......... 2.95 3.09 3.09x 3.57x 3.10x 1.76x 2.24x
Including interest on deposits.......... 1.92 1.80 1.83 1.90 1.76 1.36 1.62
CONSOLIDATED BALANCE SHEET--
AVERAGE BALANCES:
Total assets............................ $107,778 $ 95,511 $ 98,008 $ 86,660 $ 86,738 $ 86,241 $ 82,143
Securities held to maturity............. 1,067 1,232 1,145 1,167 1,045 7,736(e) 8,787(e)
Securities available for sale........... 9,624 9,346 9,198 7,507 10,287 12,779(e) 16,923(e)
Loans, net of unearned income........... 73,594 64,476 66,419 60,076 57,046 52,164 44,754
</TABLE>
S-10
<PAGE> 97
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
------------------- ----------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
-------- -------- -------- -------- -------- -------- --------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Due from brokers/dealers................ $ 3,486 $ 4,118 $ 3,765 $ 2,884 $ 2,179 $ 1,927 $ 1,606
Interest-bearing deposit liabilities.... 51,072 49,967 50,572 47,514 47,334 43,120 40,113
Short-term borrowings................... 7,701 7,966 8,400 5,266 6,351 14,807 15,807
Due to brokers/dealers.................. 4,147 4,867 4,501 3,463 2,645 2,341 1,821
Long-term debt/subordinated notes and
debentures(g)......................... 14,572 5,214 6,261 4,608 5,486 6,581 5,383
Stockholders' equity.................... 9,594 8,649 8,892 7,589 7,369 6,863 6,019
CONSOLIDATED RATIOS:
Net interest margin (fully taxable
equivalent)........................... 4.50% 4.67% 4.63% 5.01% 4.68% 4.03% 4.23%
Return on average assets................ 1.64 1.51(a) 1.56(a) 1.58(b) 1.40 0.79(d) 1.08
Return on average common stockholders'
equity................................ 19.33 17.51(a) 18.07(a) 19.30(b) 17.68 9.93(d) 15.74
Average stockholders' equity to
average assets........................ 8.90 9.06 9.07 8.76 8.50 7.96 7.33
Tier 1 risk-based capital ratio......... 7.03 6.80 7.08 7.26 7.70 7.60 9.15
Total risk-based capital ratio.......... 11.19 10.84 11.22 10.71 11.27 11.16 12.82
Period-end reserve for credit losses to
period-end loans, net of unearned
income................................ 2.29 2.32 2.24 2.29 2.49 2.51 3.20
Net charge-offs to average loans, net of
unearned income....................... .81 .66 .71 .63 .65 .58 .53
Period-end nonperforming assets to
period-end loans, net of unearned
income and other real estate owned.... .42(c) .50(c) .41(c) .66(c) 1.21(c) 0.95(c) 1.63
</TABLE>
- ---------------
(a) Includes impact of merger-related charges of $73 million ($44 million
post-tax) recorded in the first quarter of 1998. Excluding these
merger-related charges, return on average common stockholders' equity and
return on average assets would have been 1.60% and 18.62% for the first six
months of 1998, respectively, and 18.61% and 1.61%, respectively, in 1998,
while net income and diluted earnings per share would have been $760 million
and $1.25 for the first six months of 1998, respectively, and $1,576 million
and $2.60, respectively, in 1998.
(b) Includes impact of merger-related charges of $25 million ($22 million
post-tax) and $20 million ($12 million post-tax) of net gains on the sales
of business units, net of charges, in 1997. Excluding these merger-related
charges and net gains, return on average common stockholders' equity and
return on average assets would have been 19.45% and 1.59%, respectively,
while net income and diluted earnings per share would have been $1,377
million and $2.31, respectively.
(c) Excludes $170 million, $147 million, $46 million, $214 million, $265 million
and $317 million of nonperforming assets reclassified to held for sale by
accelerated disposition at June 30, 1999 and 1998, and December 31, 1998,
1997, 1996 and 1995, respectively. Including such amounts, the ratios would
have been .65%, .72%, .47%, 1.01%, 1.65% and 1.55% at June 30, 1999 and
1998, and December 31, 1998, 1997, 1996 and 1995, respectively.
(d) Includes impact of the loss on assets held for sale by accelerated
disposition ($175 million pre-tax) and merger-related charges ($490 million
pre-tax) recorded in 1995. Excluding these special charges, return on
average common stockholders' equity and return on average assets would have
been 16.55% and 1.29%, respectively, while net income and diluted earnings
per share would have been $1,108 million and $1.60, respectively.
(e) Effective January 1, 1994, Fleet adopted Financial Accounting Standards
Board Statement No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." Financial Accounting Standards Board Statement No. 115
requires that securities available for sale be reported at fair value, with
unrealized gains or losses reflected as a separate component of
stockholders' equity. In connection with the adoption of Financial
Accounting Standards Board Statement No. 115, Fleet transferred securities
netting to $345 million from the held to maturity portfolio to the available
for sale portfolio. During the fourth quarter of 1995, Fleet reclassified
substantially all of its securities held to maturity to securities available
for sale as the Financial Accounting Standards Board permitted a one-time
opportunity for institutions to reassess the appropriateness of the
designations of all securities.
(f) All per share and average share information has been adjusted to reflect
Fleet's two-for-one stock split, which was effective October 7, 1998.
(g) Amounts include guaranteed preferred beneficial interests in Fleet's junior
subordinated debentures.
S-11
<PAGE> 98
CAPITALIZATION
The following table sets forth the actual consolidated capitalization of
Fleet and its subsidiaries at June 30, 1999, and Fleet's capitalization as of
such date as adjusted to reflect the sale of the preferred securities offered
hereby. The table should be read in conjunction with Fleet's consolidated
financial statements and notes thereto included in the documents incorporated by
reference herein. See "Where You Can Find More Information" in the accompanying
prospectus.
<TABLE>
<CAPTION>
ACTUAL AS ADJUSTED
------- -----------
AT JUNE 30, 1999
----------------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Senior and subordinated debt................................ $15,582 $
Company-obligated mandatorily redeemable preferred
securities of Fleet Capital Trust I(1).................... 84 84
Company-obligated mandatorily redeemable capital securities
of Fleet Capital Trust II(2).............................. 250 250
Company-obligated mandatorily redeemable preferred
securities of Fleet Capital Trust III(3).................. 120 120
Company-obligated mandatorily redeemable preferred
securities of Fleet Capital Trust IV(4)................... 150 150
Company-obligated mandatory redeemable capital securities of
Fleet Capital Trust V(5).................................. 250 250
Company-obligated mandatory redeemable preferred securities
of Fleet Capital Trust VI(6).............................. --
------- -------
Total long-term debt........................................ 16,436
STOCKHOLDERS' EQUITY
Preferred stock, $1.00 par value............................ 691 691
Common stock, $.01 par value................................ 6 6
Common surplus.............................................. 3,346 3,346
Retained earnings........................................... 5,887 5,887
Accumulated other comprehensive income...................... (116) (116)
Treasury stock.............................................. (74) (74)
------- -------
Total stockholders' equity.................................. 9,740 9,740
------- -------
Total long-term debt and stockholders' equity............... $26,176 $
======= =======
</TABLE>
- ---------------
(1) Issued on February 4, 1997. The sole assets of Fleet Capital Trust I are
8.00% Junior Subordinated Deferrable Interest Debentures due 2027 with a
principal amount of approximately $86.3 million. Such debentures mature on
February 15, 2027, which may be (i) shortened to a date not earlier than
April 15, 2001 or (ii) extended to a date not later than February 15, 2046.
Fleet owns all of the common securities of such trust. Upon redemption of
such debentures, the preferred securities are mandatorily redeemable.
(2) Issued on December 11, 1996. The sole assets of Fleet Capital Trust II are
7.92% Junior Subordinated Deferrable Interest Debentures due 2026 with a
principal amount of approximately $257.7 million. Such debentures mature on
December 11, 2026. Fleet owns all of the common securities of such trust.
Upon redemption of such debentures, the capital securities are mandatorily
redeemable.
(3) Issued on January 29, 1998. The sole assets of Fleet Capital Trust III are
7.05% Junior Subordinated Deferrable Interest Debentures due 2028 with a
principal amount of approximately $123.7 million. Such debentures mature on
March 31, 2028. Fleet owns all of the common securities of such trust. Upon
redemption of such debentures, the preferred securities are mandatorily
redeemable.
(4) Issued on April 28, 1998. The sole assets of Fleet Capital Trust IV are
7.17% Junior Subordinated Deferrable Interest Debentures with a principal
amount of approximately $154.6 million. Such debentures mature on March 31,
2028. Fleet owns all of the Common Securities of such trust. Upon redemption
of such debentures, the preferred securities are mandatorily redeemable.
(5) Issued on December 18, 1998. The sole assets of Fleet Capital Trust V are
Floating Rate Junior Subordinated Deferrable Interest Debentures due 2028
with a principal amount of approximately $257.7 million. Such debentures
mature on December 18, 2028. Fleet owns all of the common securities of such
trust. Upon redemption of such debentures, the preferred securities are
mandatorily redeemable.
(6) As described in this prospectus supplement, the sole assets of Fleet Capital
will be the junior subordinated debentures with a principal amount of
approximately $ million. The junior subordinated debentures will bear
interest at an annual rate equal to % on the liquidation amount of $
per preferred security and will mature on . Fleet owns all of
the common securities of Fleet Capital. Upon redemption of the junior
subordinated debentures, the preferred securities will be mandatorily
redeemable.
S-12
<PAGE> 99
ACCOUNTING TREATMENT
The financial statements of Fleet Capital will be consolidated into Fleet's
consolidated financial statements, with the preferred securities classified as a
component of long-term debt of Fleet. The financial statement footnotes of Fleet
will reflect that the sole asset of Fleet Capital will be $ million
principal amount of the junior subordinated debentures, bearing interest at an
annual rate equal to and maturing on . All future
reports filed by Fleet under the Securities Exchange Act of 1934 will present
information regarding Fleet Capital and other similar Fleet trusts in the manner
described above. In addition, a footnote to Fleet's audited financial statements
will reflect that:
(1) Fleet Capital and such other trusts are wholly-owned by Fleet;
(2) the sole assets of Fleet Capital are the junior subordinated debentures
and the sole assets of such other trusts will be junior subordinated
debentures, in each case specifying as to each trust the principal
amount, interest rate and maturity date of the junior subordinated
debentures held; and
(3) the guarantee, when taken together with Fleet's obligations under the
junior subordinated debenture and the indenture and its obligations
under the declaration, including its obligations to pay costs,
expenses, debts and liabilities of Fleet Capital, other than with
respect to the trust securities, and the corresponding obligations of
Fleet with respect to such other trusts, provide a full and
unconditional guarantee of amounts on the preferred securities and the
preferred securities issued by such other trusts.
See "Capitalization."
DESCRIPTION OF THE PREFERRED SECURITIES
The preferred securities will be issued pursuant to the terms of an amended
and restated declaration of trust. The declaration will be qualified as an
indenture under the Trust Indenture Act. The institutional trustee, The Bank of
New York, will act as trustee for the preferred securities under the declaration
for purposes of compliance with the provisions of the Trust Indenture Act. The
terms of the preferred securities will include those stated in the declaration
and those made part of the declaration by the Trust Indenture Act.
Set forth below is a summary of the material terms and provisions of the
preferred securities. This summary supplements, and to the extent inconsistent,
replaces, the description set forth under the caption "Description of the
Preferred Securities" in the accompanying prospectus. This summary, which
describes the material provisions of the preferred securities, is not intended
to be complete and is qualified by the declaration, the form of which is filed
as an exhibit to the registration statement which contains this prospectus
supplement, the Delaware Business Trust Act and the Trust Indenture Act.
GENERAL
The declaration authorizes the regular trustees to issue the trust
securities on behalf of Fleet Capital. The trust securities represent undivided
beneficial interests in the assets of Fleet Capital. All of the common
securities will be owned, directly or indirectly, by Fleet. The common
securities rank equally, and payments will be made on a pro rata basis, with the
preferred securities. However, if a "DECLARATION EVENT OF DEFAULT" as defined
under "Declaration Events of Default" on page S-18, occurs and is continuing,
the rights of the holders of the common securities to receive payments will be
subordinated to the rights of the holders of the preferred securities.
S-13
<PAGE> 100
The declaration does not permit Fleet Capital to issue any securities other
than the trust securities or to incur any indebtedness. Under the declaration,
the institutional trustee will own the junior subordinated debentures purchased
by Fleet Capital for the benefit of the holders of the trust securities.
Payments on the preferred securities are guaranteed by Fleet to the extent
described under "Description of the Preferred Securities Guarantees" in the
accompanying prospectus. The guarantee will be held by The Bank of New York, as
guarantee trustee, for the benefit of the holders of the preferred securities.
The guarantee does not cover payment of distributions when Fleet Capital does
not have sufficient available funds to pay those distributions. In such event,
the remedy of a holder of preferred securities is to vote to direct the
institutional trustee to enforce the institutional trustee's rights under the
junior subordinated debentures or, if there is a default in the payment of
distributions, including when Fleet Capital does not have sufficient available
funds to pay such distribution, the holder may take "DIRECT ACTION", as defined
in the accompanying prospectus on page 18. See "Voting Rights" and "Declaration
Events of Default" below and "Description of the Preferred Securities--Voting
Rights" in the accompanying prospectus beginning on page 18.
DISTRIBUTIONS
Distributions on the preferred securities will be fixed at an annual rate
equal to on the liquidation amount of $ per preferred
security. Distributions which are unpaid for more than one quarter will bear
interest at that same rate, compounded quarterly. The term "distribution" as
used in this prospectus supplement and the accompanying prospectus includes any
interest payable on unpaid distributions unless otherwise stated.
The amount of distributions payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. The amount of distributions
payable for any period shorter than a full quarterly period will be computed on
the basis of the actual number of days elapsed per 30-day month. If any
distribution payment date is not a business day, then such distribution will be
made on the next succeeding day that is a business day and without any interest
or other payment in respect of the delay. However, if the next business day is
in the next calendar year, payment of distributions will be made on the
preceding business day.
Distributions on the preferred securities:
(1) will be cumulative;
(2) will accrue from ; and
(3) except as otherwise described below, will be payable quarterly in
arrears on , , and of each
year, commencing .
As long as Fleet is not in default in the payment of interest on the junior
subordinated debentures, Fleet may defer payments of interest on the junior
subordinated debentures by extending the interest payment period from time to
time on the junior subordinated debentures, an "EXTENSION PERIOD." If Fleet
exercises this extension option, quarterly distributions on the preferred
securities would also be deferred during any such extension period. Because
interest would continue to accrue on the junior subordinated debentures, any
deferred distributions would also continue to accrue with interest at an annual
rate equal to % percent per annum compounded quarterly. This right
to extend the interest payment period for the junior subordinated debentures is
limited to a period not exceeding 20 consecutive quarters, and may not extend
beyond , the "STATED MATURITY" of the junior subordinated
debentures. Upon the termination of any extension period and the payment of all
amounts then due, Fleet may select a new extension period, subject to the above
requirements. See "Description of the Junior Subordinated
Debentures -- Interest" and " -- Option to Extend Interest Payment Period."
S-14
<PAGE> 101
If Fleet exercises this deferral right, then during any extension period:
(1) Fleet shall not declare or pay any dividend on, make any distributions
with respect to, or redeem, purchase, acquire, or make a liquidation
payment relating to, any of its capital stock other than:
- repurchases, redemptions or other acquisitions of shares of capital
stock of Fleet in connection with any employee benefit plans or any
other contractual obligation of Fleet, other than a contractual
obligation ranking equally with or junior to the junior subordinated
debentures;
- as a result of an exchange or conversion of any class or series of
Fleet's capital stock for any other class or series of Fleet's
capital stock; or
- the purchase of fractional interests in shares of Fleet's capital
stock pursuant to the conversion or exchange provisions of such
Fleet capital stock or the security being converted or exchanged;
(2) Fleet shall not make any payment of interest, principal or premium, if
any, on or repay, repurchase or redeem any debt securities issued by
Fleet which rank equally with or junior to the junior subordinated
debentures; and
(3) Fleet shall not make any guarantee payments with respect to the
foregoing, other than pursuant to the guarantee.
If distributions are deferred, the deferred distributions and accrued but
unpaid interest shall be paid to holders of the preferred securities as they
appear on the books and records of Fleet Capital on the record date next
following the termination of such extension period.
Distributions on the preferred securities must be paid on the dates payable
to the extent that Fleet Capital has funds available for the payment of those
distributions. Fleet Capital's funds available for distribution to the holders
of the preferred securities will be limited to payments received from Fleet on
the junior subordinated debentures. See "Description of the Junior Subordinated
Debentures." The payment of distributions out of moneys held by Fleet Capital is
guaranteed by Fleet to the extent set forth under "Description of the Preferred
Securities Guarantees" beginning on page 20 in the accompanying prospectus.
PAYMENT AND RECORD DATES
Distributions will be payable to the holders of the preferred securities as
they appear on the books and records of Fleet Capital on the relevant record
dates. As long as the preferred securities are in book-entry form, the record
date will be one business day prior to the relevant payment date. A "BUSINESS
DAY" is any day other than Saturday, Sunday or any other day on which banking
institutions in New York City (in the State of New York) are permitted or
required by any applicable law to close. If the preferred securities are not in
book-entry form, the record date will be the 15th day of the month in which the
relevant payment date occurs. The record dates and payment dates for the
preferred securities are the same as the record dates and payment dates for the
junior subordinated debentures.
If Fleet Capital does not pay a distribution because Fleet fails to make
the corresponding interest payment on the junior subordinated debentures, that
defaulted distribution will be payable to the person in whose name the preferred
security is registered on the special record date established by the regular
trustees, which record date shall correspond to the special record date or other
specified date determined in accordance with the indenture. This means that the
defaulted distribution will not be paid to the person in whose name such
preferred security is registered on the original record date. However,
distributions shall not be considered payable on any distribution payment
S-15
<PAGE> 102
date falling within an extension period unless Fleet has elected to make a full
or partial payment of interest accrued on the junior subordinated debentures on
such distribution payment date.
Distributions on the preferred securities will be paid through the
institutional trustee, who will hold amounts received on the junior subordinated
debentures for the benefit of the holders of the trust securities. Subject to
any applicable laws and regulations and the provisions of the declaration, each
payment of distributions will be made as described under "Book-Entry Only
Issuance--The Depository Trust Company" below.
If any date on which distributions are to be made on the preferred
securities is not a business day, then payment will be made on the next
succeeding day which is a business day and without any interest or other payment
in respect of the delay. However, if the next business day is in the next
calendar year, payment of distributions will be made on the preceding business
day.
REDEMPTION
The stated maturity of the junior subordinated debentures is .
The junior subordinated debentures will be redeemable prior to the stated
maturity at the option of Fleet at a redemption price equal to 100% of the
principal amount, plus accrued interest to the date of redemption:
(1) in whole or in part, from time to time, on or after ; or
(2) at any time prior to , in whole but not in part, upon the
occurrence and continuation of a special event as defined under
"Description of the Junior Subordinated Debentures--Optional
Redemption" on page S-27.
The proceeds from any repayment or redemption of the junior subordinated
debentures will simultaneously be used to redeem trust securities having an
aggregate liquidation amount equal to the aggregate principal amount of the
junior subordinated debentures so repaid or redeemed, the "REDEMPTION PRICE."
Holders of trust securities must be given not less than 30 nor more than 60
days' notice of any early redemption. See "Description of the Junior
Subordinated Debentures--Optional Prepayment." In the event that fewer than all
of the outstanding preferred securities are to be redeemed, the preferred
securities will be redeemed pro rata as described under "Book-Entry Only
Issuance--The Depository Trust Company" beginning on page S-21. Any early
redemption may require prior approval of the Federal Reserve Board if approval
is then required under applicable law, rules, guidelines or policies.
REDEMPTION PROCEDURES
Fleet Capital may not redeem fewer than all of the outstanding preferred
securities unless all accrued and unpaid distributions have been paid on all
preferred securities for all quarterly distribution periods terminating on or
prior to the date of redemption.
If Fleet Capital gives a notice of redemption of the preferred securities
and Fleet has paid to Fleet Capital a sufficient amount of cash in connection
with the related redemption or maturity of the junior subordinated debentures,
then immediately prior to the close of business on the redemption date:
(1) distributions will cease to accrue on the preferred securities called
for redemption;
(2) the preferred securities called for redemption shall no longer be
deemed to be outstanding; and
(3) all rights of holders of the preferred securities called for redemption
will cease, except the right of the holders of those preferred
securities to receive the redemption price, but without interest.
Any notice of redemption will be irrevocable. If any date fixed for
redemption of
S-16
<PAGE> 103
preferred securities is not a business day, then the redemption date will be
postponed to the next succeeding day that is a business day.
If Fleet fails to repay junior subordinated debentures on maturity or on
the date fixed for a redemption or if payment of the redemption price is
improperly withheld or refused and not paid by Fleet Capital or by Fleet under
its guarantee, distributions on those preferred securities will continue to
accrue to the date of payment, in which case the actual payment date will be
considered the date fixed for redemption for purposes of calculating the
redemption price.
Fleet Capital shall not be required to:
(1) issue, or register the transfer or exchange of, any trust securities
during a period beginning at the opening of business 15 days before the
mailing of a notice of redemption of trust securities and ending at the
close of business on the day of the mailing of the relevant notice of
redemption; and
(2) register the transfer or exchange of any trust securities so selected
for redemption, in whole or in part, except the unredeemed portion of
any trust securities being redeemed in part.
Subject to the foregoing and applicable law, including, without limitation,
United States federal securities laws and the regulations of the Federal Reserve
Board, Fleet or its subsidiaries may at any time, and from time to time,
purchase outstanding preferred securities by tender, in the open market or by
private agreement.
DISTRIBUTION OF THE JUNIOR SUBORDINATED DEBENTURES
Fleet will have the right at any time to liquidate Fleet Capital and cause
the junior subordinated debentures to be distributed to the holders of the trust
securities. This may require the prior approval of the Federal Reserve Board if
approval is then required under applicable law, rules, guidelines or policies.
If the junior subordinated debentures are distributed to the holders of the
preferred securities, Fleet will use its best efforts to cause the junior
subordinated debentures to be listed on any exchange as the preferred securities
are then listed.
On the date for any distribution of junior subordinated debentures upon
dissolution of Fleet Capital:
(1) the trust securities will no longer deemed to be outstanding;
(2) DTC, as defined herein under "Bank-Entry Only Issuance -- The
Depository Trust Company" on page S-21, or its nominee, as the record
holder of the trust securities, will receive a registered global
certificate or certificates representing the junior subordinated
debentures to be delivered upon such distribution; and
(3) any certificates representing trust securities not held by the
depositary or its nominee until such certificates are presented to
Fleet or its agent for transfer or reissuance will be deemed to
represent junior subordinated debentures having:
- an aggregate principal amount equal to the aggregate stated
liquidation amount of the trust securities;
- an interest rate identical to the distribution rate of the trust
securities; and
- accrued and unpaid interest equal to accrued and unpaid
distributions on, the trust securities.
Fleet and Fleet Capital cannot assure you as to the market prices for
either the preferred securities or the junior subordinated debentures that may
be distributed in exchange for the preferred securities if Fleet Capital were to
dissolve and liquidate. Accordingly, the preferred securities or the junior
subordinated debentures may trade at a discount to the price paid to purchase
the preferred securities offered by this prospectus supplement.
S-17
<PAGE> 104
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
If Fleet Capital liquidates, dissolves, winds-up or terminates, each a
"LIQUIDATION," holders of the preferred securities will be entitled to receive
out of the assets of Fleet Capital, after satisfaction of liabilities to
creditors, distributions in an amount equal to the aggregate of the stated
liquidation amount of $ per preferred security plus accrued and unpaid
distributions to the date of payment, the "LIQUIDATION DISTRIBUTION." These
distributions will not be paid if, in connection with a liquidation, junior
subordinated debentures with terms that match the preferred securities have been
distributed on a pro rata basis to the holders of the preferred securities.
If, upon any liquidation, the liquidation distribution can be paid only in
part because Fleet Capital does not have sufficient assets to pay in full the
entire liquidation distribution, then the amounts payable directly by Fleet
Capital on the preferred securities shall be paid on a pro rata basis.
The holders of the common securities will be entitled to receive
distributions upon any liquidation pro rata with the holders of the preferred
securities. However, if a declaration event of default has occurred and is
continuing, the preferred securities shall have a preference over the common
securities with regard to such distributions.
Pursuant to the declaration, Fleet Capital shall terminate:
(1) on , the expiration of the term of Fleet Capital;
(2) upon the bankruptcy of Fleet or Fleet Capital;
(3) upon the filing of a certificate of dissolution or its equivalent with
respect to Fleet;
(4) the filing of a certificate of cancellation for Fleet Capital after
obtaining the consent of the holders of at least a majority in
liquidation amount of the trust securities, voting together as a single
class to file such certificate of cancellation;
(5) the revocation of Fleet's charter and the expiration of 90 days after
the date of revocation without the charter being reinstated;
(6) upon the distribution of junior subordinated debentures to the holders
of the trust securities;
(7) upon the entry of a decree of a judicial dissolution of Fleet or Fleet
Capital; or
(8) upon the redemption of all the trust securities.
DECLARATION EVENTS OF DEFAULT
An "INDENTURE EVENT OF DEFAULT" is an event of default under the indenture
and also constitutes a "DECLARATION EVENT OF DEFAULT," which is an event of
default under the declaration relating to the trust securities. See "Description
of the Junior Subordinated Debentures -- Events of Default, Waiver and Notice"
in the accompanying prospectus on page for a description of indenture events
of default.
Under the declaration, the holder of the common securities will be deemed
to have waived any declaration event of default relating to the common
securities until all declaration events of default relating to the preferred
securities have been cured, waived or otherwise eliminated. Until all
declaration events of default relating to the preferred securities have been
cured, waived or otherwise eliminated, the institutional trustee will be acting
solely on behalf of the holders of the preferred securities. Only the holders of
the preferred securities will have the right to direct the institutional trustee
with respect to certain matters under the declaration, and therefore the
indenture. If a declaration event of default relating to the preferred
securities is waived by the holders of the preferred securities, the holders of
the common securities have agreed that such waiver also constitutes a waiver of
such declaration event of default relating to the common securi-
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ties for all purposes under the declaration without any further act, vote or
consent of the holders of the common securities.
If the institutional trustee fails to enforce its rights under the junior
subordinated debentures after a holder of preferred securities has made a
written request, such holder of preferred securities may directly institute a
legal proceeding against Fleet to enforce these rights without first suing the
institutional trustee or any other person or entity. If a declaration event of
default has occurred and is continuing and such event is attributable to the
failure of Fleet to pay interest or principal on the junior subordinated
debentures on the date such interest or principal is otherwise payable, or in
the case of redemption, the redemption date, then a holder of preferred
securities may also bring a direct action. This means that a holder may directly
sue Fleet to enforce payment of the principal or interest on the junior
subordinated debentures having a principal amount equal to the aggregate
liquidation amount of the preferred securities of such holder on or after the
respective due date specified in the junior subordinated debentures. Such holder
need not first (1) direct the institutional trustee to enforce the terms of the
junior subordinated debentures or (2) sue Fleet to enforce the institutional
trustee's rights under the junior subordinated debentures.
In connection with such direct action, Fleet will be subrogated to the
rights of such holder of preferred securities under the declaration to the
extent of any payment made by Fleet to such holder of preferred securities in
such direct action. This means that Fleet will be entitled to payment of amounts
that a holder of preferred securities receives in respect of an unpaid
distribution that resulted in the bringing of a direct action to the extent that
such holder receives or has already received full payment relating to such
unpaid distribution from Fleet Capital. The holders of preferred securities will
not be able to exercise directly any other remedy available to the holders of
the junior subordinated debentures.
Upon the occurrence of an indenture event of default, the institutional
trustee as the sole holder of the junior subordinated debentures will have the
right under the indenture to declare the principal of and interest on the junior
subordinated debentures to be immediately due and payable. Fleet and Fleet
Capital are each required to file annually with the institutional trustee an
officer's certificate as to its compliance with all conditions and covenants
under the declaration.
VOTING RIGHTS
Except as described in the accompanying prospectus under "Description of
the Preferred Securities -- Voting Rights" beginning on page 18, under the
Delaware Business Trust Act, the Trust Indenture Act and under "Description of
the Preferred Securities Guarantees--Modification of the Preferred Securities
Guarantees; Assignment" on page 21 in the accompanying prospectus, and as
otherwise required by law and the declaration, the holders of the preferred
securities will have no voting rights.
MODIFICATION OF THE DECLARATION
The declaration may be modified and amended if approved by the regular
trustees, and in certain circumstances, the institutional trustee. However, if
any proposed amendment provides for, or the regular trustees otherwise propose
to effect:
(1) any action that would adversely affect the powers, preferences or
special rights of the trust securities, whether by way of amendment to
the declaration or otherwise; or
(2) the dissolution, winding-up or termination of Fleet Capital other than
pursuant to the terms of the declaration,
then the holders of the trust securities voting together as a single class will
be entitled to vote on such amendment or proposal. Such amendment or proposal
shall not be effective except with the approval of at least a majority in
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liquidation amount of the trust securities affected thereby. If however, any
amendment or proposal referred to in clause (1) above would adversely affect
only the preferred securities or the common securities, then only holders of the
affected class will be entitled to vote on such amendment or proposal. Such
amendment or proposal shall not be effective except with the approval of a
majority in liquidation amount of such class of trust securities.
Despite the foregoing, no amendment or modification may be made to the
declaration if such amendment or modification would:
(1) cause Fleet Capital to be classified for United States federal income
taxation purposes as other than a grantor trust;
(2) reduce or otherwise adversely affect the powers of the institutional
trustee; or
(3) cause Fleet Capital to be deemed an "investment company" which is
required to be registered under the Investment Company Act of 1940, as
amended (the "1940 Act").
MERGERS, CONSOLIDATIONS OR AMALGAMATIONS
Fleet Capital may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body, except as
described below. Fleet Capital may, with the consent of the regular trustees and
without the consent of the holders of the trust securities, the institutional
trustee or the Delaware trustee, consolidate, amalgamate, merge with or into, or
be replaced by a trust organized as such under the laws of any State of the
United States; provided, that:
(1) if Fleet Capital is not the survivor, such successor entity either:
(a) expressly assumes all of the obligations of Fleet Capital under
the trust securities; or
(b) substitutes for the trust securities other securities having
substantially the same terms as the trust securities, so long as
the successor securities rank the same as the trust securities
rank regarding distributions and payments upon liquidation,
redemption and otherwise;
(2) Fleet expressly acknowledges a trustee of such successor entity
possessing the same powers and duties as the institutional trustee, in
its capacity as the holder of the junior subordinated debentures;
(3) the preferred securities or any successor securities are listed, or any
successor securities will be listed upon notification of issuance, on
any national securities exchange or with another organization on which
the preferred securities are then listed or quoted;
(4) such merger, consolidation, amalgamation or replacement does not cause
the preferred securities, including any successor securities to be
downgraded by any nationally recognized statistical rating
organization;
(5) such merger, consolidation, amalgamation or replacement does not
adversely affect the rights, preferences and privileges of the holders
of the trust securities, including any successor securities, in any
material respect, other than with respect to any dilution of the
holders' interest in the new entity;
(6) such successor entity has a purpose identical to that of Fleet Capital;
(7) prior to such merger, consolidation, amalgamation or replacement, Fleet
Capital has received an opinion of a nationally recognized independent
counsel to Fleet Capital experienced in such matters to the effect
that:
(a) such merger, consolidation, amalgamation or replacement does not
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adversely affect the rights, preferences and privileges of the
holders of the trust securities, including any successor
securities, in any material respect, other than with respect to
any dilution of the holders' interest in the new entity;
(b) following such merger, consolidation, amalgamation or replacement,
neither Fleet Capital nor such successor entity will be required
to register as an investment company under the 1940 Act; and
(c) following such merger, consolidation, amalgamation or replacement,
Fleet Capital (or the successor entity) will be treated as a
grantor trust for United States federal income tax purposes; and
(8) Fleet guarantees the obligations of such successor entity under the
successor securities at least to the extent provided by the guarantee.
Despite the foregoing, Fleet Capital shall not, except with the consent of
holders of 100% in liquidation amount of the trust securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit any
other entity to consolidate, amalgamate, merge with or into, or replace it, if
such consolidation, amalgamation, merger or replacement would cause Fleet
Capital or the successor entity to be classified as other than a grantor trust
for United States federal income tax purposes.
BOOK-ENTRY ONLY ISSUANCE--THE DEPOSITORY TRUST COMPANY
The preferred securities will be book-entry securities. Upon issuance, all
book-entry securities will be represented by one or more fully registered global
preferred securities, without distribution coupons. Each global preferred
security will be deposited with, or on behalf of, The Depository Trust Company,
"DTC," a securities depository, and will be registered in the name of DTC or a
nominee of DTC. DTC will thus be the only registered holder of the preferred
securities and will be considered the sole owner of the preferred securities for
purposes of the declaration.
Purchasers of preferred securities may only hold interests in the global
notes through DTC if they are a participant in the DTC system. Purchasers may
also hold interests through a securities intermediary -- banks, brokerage houses
and other institutions that maintain securities accounts for customers -- that
has an account with DTC or its nominee. DTC will maintain accounts showing the
preferred security holdings of its participants, and these participants will in
turn maintain accounts showing the preferred security holdings of their
customers. Some of these customers may themselves be securities intermediaries
holding preferred securities for their customers. Thus, each beneficial owner of
a book-entry preferred security will hold that preferred security indirectly
through a hierarchy of intermediaries, with DTC at the "top" and the beneficial
owner's own securities intermediary at the "bottom."
The preferred securities of each beneficial owner of a book-entry security
will be evidenced solely by entries on the books of the beneficial owner's
securities intermediary. The actual purchaser of the preferred securities will
generally not be entitled to have the preferred securities represented by the
global securities registered in its name and will not be considered the owner
under the declaration. In most cases, a beneficial owner will also not be able
to obtain a paper certificate evidencing the holder's ownership of preferred
securities. The book-entry system for holding preferred securities eliminates
the need for physical movement of certificates and is the system through which
most publicly traded common stock is held in the United States. However, the
laws of some jurisdictions require some purchasers of securities to take
physical delivery of their securities in definitive form. These laws may impair
the ability to transfer book-entry securities.
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A beneficial owner of book-entry securities represented by a global
preferred security may exchange the securities for definitive (paper) preferred
securities only if:
(1) DTC is unwilling or unable to continue as depositary for such global
preferred security and Fleet is unable to find a qualified replacement
for DTC within 90 days;
(2) at any time DTC ceases to be a clearing agency registered under the
Securities Exchange Act of 1934; or
(3) Fleet in its sole discretion decides to allow some or all book-entry
securities to be exchangeable for definitive preferred securities in
registered form.
Any global preferred security that is exchangeable will be exchangeable in
whole for definitive notes in registered form, with the same terms and of an
equal aggregate principal amount, in denominations of $ and
whole multiples of $ . Definitive preferred securities will be registered in
the name or names of the person or persons specified by DTC in a written
instruction to the registrar of the securities. DTC may base its written
instruction upon directions it receives from its participants.
In this prospectus supplement and accompanying prospectus, for book-entry
preferred securities, references to actions taken by preferred security holders
will mean actions taken by DTC upon instructions from its participants, and
references to payments and notices of redemption to preferred security holders
will mean payments and notices of redemption to DTC as the registered holder of
the preferred securities for distribution to participants in accordance with
DTC's procedures.
DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under section 17A of the Securities Exchange Act of
1934. The rules applicable to DTC and its participants are on file with the SEC.
DTC's management is aware that some computer applications, systems, and the
like for processing dates that are dependent upon calendar dates, including
dates before, on, and after January 1, 2000, may encounter "Year 2000 problems."
DTC has informed its participants and other members of the financial community
that it has developed and is implementing a program so that its systems, as they
relate to the timely payment of distributions to securityholders, book-entry
deliveries, and settlement of trades within DTC, continue to function
appropriately. This program includes a technical assessment and a remediation
plan, each of which is complete. Additionally, DTC's plan includes a testing
phase, which is expected to be completed within appropriate time frames.
Fleet and the trustees will not have any responsibility or liability for
any aspect of the records relating to, or payments made on account of,
beneficial ownership interest in the book-entry securities or for maintaining,
supervising or reviewing any records relating to the beneficial ownership
interests.
DTC may discontinue providing its services as securities depositary with
respect to the preferred securities at any time by giving reasonable notice to
Fleet Capital. Under such circumstances, in the event that a successor
securities depositary is not obtained, preferred securities certificates are
required to be printed and delivered. Additionally, the regular trustees, with
the consent of Fleet, may decide to discontinue use of the system of book-entry
transfers through DTC or any successor depositary with respect to the preferred
securities. In that event, certificates for the preferred securities will be
printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Fleet and Fleet Capital believe to be
reliable, but neither Fleet nor Fleet Capital takes responsibility for the
accuracy thereof.
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PAYMENT
Payments on the preferred securities represented by the global certificates
shall be made to DTC, which shall credit the relevant accounts at DTC on the
applicable distribution dates. In the case of certificated securities, payments
shall be made by check mailed to the address of the holder as such address shall
appear on the records of Fleet's registrar and transfer agent.
REGISTRAR, TRANSFER AGENT AND PAYING AGENT
In the event that the preferred securities do not remain in book-entry only
form, the following provisions will apply:
(1) the institutional trustee will act as paying agent and may
designate an additional or substitute paying agent at any time;
(2) registration of transfers of preferred securities will be effected
without charge by or on behalf of Fleet Capital, but upon payment, with the
giving of such indemnity as Fleet Capital or Fleet may require, in respect
of any tax or other government charges that may be imposed in relation to
it; and
(3) Fleet Capital will not be required to register or cause to be
registered the transfer of preferred securities after such preferred
securities have been called for redemption.
INFORMATION CONCERNING THE INSTITUTIONAL TRUSTEE
Prior to the occurrence of a default with respect to the trust securities
and after the curing of any defaults that may have occurred, the institutional
trustee undertakes to perform only such duties as are specifically set forth in
the declaration. After such a default, the institutional trustee will exercise
the same degree of care as a prudent individual would exercise in the conduct of
his or her own affairs. The institutional trustee is under no obligation to
exercise any of the powers vested in it by the declaration at the request of any
holder of preferred securities, unless offered indemnity satisfactory to it by
such holder against the costs, expenses and liabilities which might be incurred
thereby. The holders of preferred securities will not be required to offer such
indemnity in the event such holders, by exercising their voting rights, direct
the institutional trustee to take any action following a declaration event of
default. The institutional trustee also serves as trustee under the guarantee
and the indenture. Fleet and certain of its subsidiaries conduct certain banking
transactions with the institutional trustee in the ordinary course of their
business.
GOVERNING LAW
The declaration and the preferred securities will be governed by, and
construed in accordance with, the internal laws of the State of Delaware.
MISCELLANEOUS
The regular trustees are authorized and directed to operate Fleet Capital
in such a way so that Fleet Capital will not be required to register as an
"investment company" under the 1940 Act or characterized as other than a grantor
trust for United States federal income tax purposes. Fleet is authorized and
directed to conduct its affairs so that the junior subordinated debentures will
be treated as indebtedness of Fleet for United States federal income tax
purposes. In this connection, Fleet and the regular trustees are authorized to
take any action, not inconsistent with applicable law, the certificate of trust
of Fleet Capital or the articles of incorporation of Fleet, that each of Fleet
and the regular trustees determine in their discretion to be necessary or
desirable to achieve such end, as long as such action does not adversely affect
the interests of the holders of the preferred securities or vary the terms
thereof.
Holders of the preferred securities have no preemptive rights.
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DESCRIPTION OF THE GUARANTEE
Fleet will agree, to the extent set forth in the guarantee, to pay in full
to the holders of the preferred securities, the guarantee payments, as defined
in the accompanying prospectus, except to the extent paid by Fleet Capital, as
and when due, regardless of any defense, right of setoff or counterclaim which
Fleet Capital may have or assert. Fleet's obligation to make a payment under the
guarantee may be satisfied by direct payment of the required amounts by Fleet to
the holders of preferred securities or by causing Fleet Capital to pay such
amounts to such holders.
The guarantee, when taken together with Fleet's obligations under the
junior subordinated debentures and the indenture and its obligations under the
declaration, including its obligations to pay costs, expenses, debts and
liabilities of Fleet Capital, other than with respect to the trust securities,
provides a full and unconditional guarantee on a subordinated basis by Fleet of
payments due on the preferred securities.
The guarantee will be qualified as an indenture under the Trust Indenture
Act. The Bank of New York will act as guarantee trustee. The terms of the
guarantee will be those set forth in such guarantee and those made part of such
guarantee by the Trust Indenture Act. The guarantee will be held by the
Guarantee Trustee for the benefit of the holders of the preferred securities. A
summary description of the guarantee appears beginning on page 20 in the
accompanying prospectus under the caption "Description of the Preferred
Securities Guarantees."
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES
Set forth below is a description of the specific terms of the junior
subordinated debentures in which Fleet Capital will invest the proceeds from the
issuance and sale of the trust securities. This description supplements the
description of the general terms and provisions of the junior subordinated
debentures set forth on page 12 in the accompanying prospectus under the caption
"Description of the Junior Subordinated Debentures." While the following
description is not intended to be complete and is qualified by the indenture,
dated as of September , 1999, between Fleet and The Bank of New York as
trustee, the "DEBT TRUSTEE", as supplemented by a supplemental
indenture, dated as of , as so supplemented, the "INDENTURE," all
material terms of the junior subordinated debentures are set forth in this
prospectus supplement and in the accompanying prospectus. The forms of the base
and supplemental indentures are filed as exhibits to the registration statement
which contains this prospectus supplement and the accompanying prospectus.
GENERAL
The junior subordinated debentures will be issued as unsecured debt of
Fleet under the indenture. The junior subordinated debentures will be limited in
aggregate principal amount to $ . This amount is the sum of the aggregate
stated liquidation value of the trust securities.
The junior subordinated debentures are not subject to any sinking fund
provision. The entire principal amount of the junior subordinated debentures
will mature and become due and payable, together with any accrued and unpaid
interest thereon, including compound interest, as defined on page S-28 under
"Option to Extend Interest Payment Period" and additional interest, as defined
on page S-29 under "Additional Interest", if any, on ,
.
If junior subordinated debentures are distributed to holders of preferred
securities in liquidation of such holders' interests in Fleet Capital, such
junior subordinated debentures will initially be issued as a global security. As
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described in this prospectus supplement, under limited circumstances junior
subordinated debentures may be issued in certificated form in exchange for a
global security. See "Book-Entry and Settlement" below. If junior subordinated
debentures are issued in certificated form, such junior subordinated debentures
will be in denominations of $ and integral multiples thereof and may be
transferred or exchanged at the offices described below. Payments on junior
subordinated debentures issued as a global security will be made to DTC, to a
successor depositary or, in the event that no depositary is used, to a paying
agent for the junior subordinated debentures. In the event junior subordinated
debentures are issued in certificated form, principal and interest will be
payable, the transfer of the junior subordinated debentures will be registrable
and junior subordinated debentures will be exchangeable for junior subordinated
debentures of other denominations of a like aggregate principal amount, at the
corporate trust office of the institutional trustee in New York, New York.
Payment of interest may be made at the option of Fleet by check mailed to the
address of the holder entitled thereto or by wire transfer to an account
appropriately designated by the holder entitled thereto.
Fleet does not intend to issue and sell the junior subordinated debt
securities to any purchasers other than Fleet Capital.
There are no covenants or provisions in the indenture that would afford the
holders of the junior subordinated debentures protection in the event of a
highly leveraged transaction or other similar transaction involving Fleet that
may adversely affect such holders.
SUBORDINATION
The indenture provides that the junior subordinated debentures are
subordinated and junior in right of payment to all present and future senior
indebtedness and other financial obligations of Fleet (each as defined below)
and rank equal with and are equivalent to creditor obligations of those holding
general unsecured claims not entitled to statutory priority under the United
States Bankruptcy Code or otherwise. This means that no payment may be made of
principal, including redemption payments, premium, if any, or interest on the
junior subordinated debentures if:
(1) there is a default in the payment of the principal of, premium, if any,
interest on or otherwise in respect of any senior indebtedness or other
financial obligations, whether at maturity or at a date fixed for
prepayment or by declaration or otherwise; or
(2) any event of default with respect to any senior indebtedness or other
financial obligations has occurred and is continuing, or would occur as
a result of such payment on the junior subordinated debentures, if the
event of default would permit the holders of such senior indebtedness
or other financial obligations, or a trustee on behalf of those
holders, to accelerate the maturity of the senior indebtedness or other
financial obligations.
Upon any distribution of assets of Fleet to creditors upon any dissolution,
winding-up, liquidation or reorganization, whether voluntary or involuntary, or
in bankruptcy, insolvency, receivership or other proceedings, all of the
principal of, and interest on, all senior indebtedness and other financial
obligations of Fleet must be paid in full before the holders of the junior
subordinated debentures are entitled to receive or retain any payment.
The term "SENIOR INDEBTEDNESS" means, with respect to Fleet:
(1) the principal, premium, if any, and interest in respect of:
(a) indebtedness of Fleet for money borrowed; and
(b) indebtedness evidenced by securities, debentures, bonds or other
similar instruments issued by Fleet;
(2) all capital lease obligations of Fleet;
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(3) all obligations of Fleet issued or assumed as the deferred purchased
price of property, all conditional sale obligations of Fleet and all
obligations of Fleet under any title retention agreement (but excluding
trade accounts payable arising in the ordinary course of business);
(4) all obligations of Fleet for the reimbursement of any letter of credit,
banker's acceptance, security purchase facility or similar credit
transaction;
(5) all obligations of the type referred to in clauses (1) through (4)
above of other persons for the payment of which Fleet is responsible or
liable as obligor, guarantor or otherwise; and
(6) all obligations of the type referred to in clauses (1) through (5)
above of other persons secured by any lien on any property or asset of
Fleet, whether or not such obligation is assumed by Fleet, except that
senior indebtedness shall not include:
(a) any such indebtedness that is by its terms subordinated to or
ranks equally with the junior subordinated debentures; and
(b) any indebtedness between and among Fleet or its affiliates,
including all other debt securities and guarantees in respect to
those debt securities, issued to:
- any other Fleet capital trust or a trustee of such Fleet
capital trust; and
- any other trust, or a trustee of such trust, partnership or
other entity affiliated with Fleet that is a financing vehicle
of Fleet in connection with the issuance by such financing
vehicle of preferred securities or other securities that rank
equal with, or junior to, the preferred securities.
The term "OTHER FINANCIAL OBLIGATIONS" means all obligations of Fleet to
make payment pursuant to the terms of financial instruments, such as:
(1) securities contracts and foreign currency exchange contracts;
(2) derivative instruments, such as swap agreements (including interest
rate and foreign exchange rate swap agreements), cap agreements, floor
agreements, collar agreements, interest rate agreements, foreign
exchange rate agreements, options, commodity futures contracts,
commodity option contracts; and
(3) in the case of both (1) and (2) above, similar financial instruments,
other than:
(a) obligations on account of senior indebtedness; and
(b) obligations on account of indebtedness for money borrowed ranking
equally with or subordinate to the junior subordinated debentures.
Upon satisfaction of all claims of all senior indebtedness and other
financial obligations, the rights of the holders of the junior subordinated
debentures will be subrogated to the rights of the holders of senior
indebtedness and other financial obligations of Fleet to receive payments or
distributions applicable to senior indebtedness and other financial obligations
until all amounts owing on the junior subordinated debentures are paid in full.
Such senior indebtedness and other financial obligations shall continue to be
senior indebtedness and other financial obligations and be entitled to the
benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any term of such senior indebtedness or other
financial obligations.
The indenture does not limit the aggregate amount of senior indebtedness or
other financial obligations that may be issued or entered into by Fleet. As of
June 30, 1999, senior indebted-
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ness and other financial obligations of Fleet aggregated approximately $5.8
billion (holding company only). In addition, because Fleet is a holding company,
the junior subordinated debentures are effectively subordinated to all existing
and future liabilities of Fleet's subsidiaries, including depositors.
OPTIONAL REDEMPTION
Fleet shall have the right to redeem the junior subordinated debentures
prior to their stated maturity:
(1) in whole or in part, from time to time, on or after ; or
(2) at any time prior to , in whole but not in part, upon
the occurrence and continuation of a special event, as defined below;
in either case, upon not less than 30 nor more than 60 days' notice. The
redemption price will be equal to 100% of the principal amount to be redeemed,
plus accrued interest to the date of redemption. Such redemption may require
prior approval of the Federal Reserve Board if approval is then required under
applicable law, rules, guidelines or policies.
A "SPECIAL EVENT" means a tax event or a regulatory capital event, each as
defined below.
A "TAX EVENT" means that the regular trustees will have received an opinion
of nationally recognized independent tax counsel experienced in such matters to
the effect that, as a result of:
(1) any amendment to, or change, including any announced prospective
change, in, the laws or any regulations thereunder of the United States
or any political subdivision or taxing authority thereof or therein; or
(2) any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or
change is effective or such pronouncement or decision is announced on
or after the date of original issuance of the junior subordinated
debentures,
there is more than an insubstantial risk that:
(1) Fleet Capital is, or will be within 90 days of the date of such
opinion, subject to United States federal income tax with respect to
income received or accrued on the junior subordinated debentures;
(2) interest payable by Fleet on the junior subordinated debentures is not,
or within 90 days of the date of such opinion will not be, deductible
by Fleet, in whole or in part, for United States federal income tax
purposes; or
(3) Fleet Capital is, or will be within 90 days of the date of such
opinion, subject to more than a de minimis amount of other taxes,
duties or other governmental charges.
A "REGULATORY CAPITAL EVENT" means that Fleet shall have received an
opinion of independent bank regulatory counsel experienced in such matters to
the effect that, as a result of:
(1) any amendment to or change, including any announced prospective change,
in the laws or any regulations thereunder of the United States or any
rules, guidelines or policies of the Federal Reserve Board; or
(2) any official amendment or change is effective or such pronouncement or
decision is announced on or after the date of original issuance of the
preferred securities,
there is more than an insubstantial risk that the preferred securities will no
longer constitute, or within 90 days of the date thereof, will not constitute,
Tier 1 capital or its then equivalent for regulatory capital purposes.
INTEREST
The Junior Subordinated Debentures will bear interest at an annual rate of
% from
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the original date of issuance, payable quarterly in arrears on ,
, and of each year, commencing .
Each date on which interest is paid is called an "INTEREST PAYMENT DATE."
Interest will be paid to the person in whose name such junior subordinated
debenture is registered on the relevant record date. If the junior subordinated
debentures remain in book-entry form, the record dates for the junior
subordinated debentures will be one business day prior to the relevant interest
payment date. If the junior subordinated debentures are not in book-entry form,
the record dates for the junior subordinated debentures will be the 15th day of
the month in which the relevant interest payment date occurs.
The period beginning on and including and ending on but
excluding the first interest payment date and each successive period beginning
on and including an interest payment date and ending on but excluding the next
succeeding interest payment date is herein called an "INTEREST PERIOD."
The amount of interest payable for any interest period will be computed on
the basis of a 360-day year of twelve 30-day months. The amount of interest
payable for any period shorter than a full quarterly period will be computed on
the basis of the actual number of days elapsed per 30-day month. If any interest
payment date is not a business day, then such interest payment will be made on
the next succeeding day that is a business day and without any interest or other
payment in respect of the delay. However, if the next business day is in the
next calendar year, payment of interest will be made on the preceding business
day.
OPTION TO EXTEND INTEREST PAYMENT PERIOD
Fleet can defer interest payments by extending the interest payment period
for a period not exceeding 20 consecutive quarterly periods. However, no
extension period may extend beyond the maturity of the junior subordinated
debentures. At the end of such extension period, Fleet shall pay all interest
then accrued and unpaid, including any additional interest as described under
"Additional Interest" below, together with interest thereon compounded at the
rate specified for the junior subordinated debentures to the extent permitted by
applicable law, "COMPOUND INTEREST."
During any such extension period:
(1) Fleet shall not declare or pay any dividend on, make any distribution
relating to, or redeem, purchase, acquire or make a liquidation payment
relating to any of its capital stock, other than:
(a) purchases or acquisitions of shares of Fleet common stock in
connection with any employee benefit plans or any other
contractual obligation of Fleet, other than a contractual
obligation ranking pari passu with or junior to the junior
subordinated debentures;
(b) as a result of the exchange or conversion of one class or series
of Fleet's capital stock for another class or series of Fleet
capital stock; or
(c) the purchase of fractional interests in shares of Fleet's capital
stock pursuant to the conversion or exchange provisions of such
Fleet capital stock or the security being converted or exchanged;
(2) Fleet shall not make any payment of interest, principal or premium, if
any, on or repay, repurchase or redeem any debt securities issued by
Fleet that rank equally with or junior to the junior subordinated
debentures; and
(3) Fleet shall not make any guarantee payments with respect to the
foregoing, other than pursuant to the guarantee.
Prior to the termination of any such extension period, Fleet may further
defer payments of interest by extending such exten-
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sion period. However, such extension period, including all such previous and
further extensions, may not exceed 20 consecutive quarters. No extension period,
however, may extend beyond the stated maturity of the junior subordinated
debentures. Upon the termination of any extension period and the payment of all
amounts then due, Fleet may commence a new extension period, subject to the
terms set forth in this section. No interest during an extension period, except
at the end thereof, shall be due and payable.
Fleet has no present intention of exercising its right to defer payments of
interest by extending the interest payment period on the junior subordinated
debentures. If the institutional trustee is the sole holder of the junior
subordinated debentures, Fleet shall give the regular trustees, the
institutional trustee and the debt trustee notice of its selection of such
extension period one business day prior to the earlier of:
(1) the date distributions on the preferred securities are payable; or
(2) if the junior subordinated debentures are then listed, the date the
regular trustees are required to give notice to the NYSE or any other
applicable self-regulatory organization or to holders of the preferred
securities of the record date or the date such distribution is payable.
The institutional trustee shall give notice of Fleet's selection of such
extension period to the holders of the preferred securities. If the
institutional trustee is not the sole holder of the junior subordinated
debentures, Fleet shall give the holders of the junior subordinated debentures
notice of its selection of such extension period at least ten business days
prior to the earlier of:
(1) the interest payment date; or
(2) if the junior subordinated debentures are then listed, the date upon
which Fleet is required to give notice to any applicable
self-regulatory organization or to holders of the junior subordinated
debentures of the record or payment date of such related interest
payment.
ADDITIONAL INTEREST
If, at any time Fleet Capital or the institutional trustee shall be
required to pay any taxes, duties, assessments or governmental charges of
whatever nature, other than withholding taxes, imposed by the United States, or
any other taxing authority, then Fleet will be required to pay additional
interest on the junior subordinated debentures. "ADDITIONAL INTEREST" will be an
amount sufficient so that the net amounts received and retained by Fleet Capital
and by the institutional trustee after paying any such taxes, duties,
assessments or other governmental charges will be equal to the amounts Fleet
Capital and the institutional trustee would have received had no such taxes,
duties, assessments or other governmental charges been imposed. This means that
Fleet Capital will be in the same position it would have been if it did not have
to pay such taxes, duties, assessments or other charges.
INDENTURE EVENTS OF DEFAULT
The indenture events of default are described on page 15 of the
accompanying prospectus under "Description of the Junior Subordinated
Debentures--Events of Default, Waiver and Notice."
If any indenture event of default shall occur and be continuing, the
institutional trustee, as the holder of the junior subordinated debentures, will
have the right to declare the principal of and the interest on the junior
subordinated debentures, including any compound interest and additional
interest, if any, and any other amounts payable under the indenture to be
immediately due and payable. The institutional trustee may also enforce its
other rights as a creditor relating to the junior subordinated debentures. An
indenture event of default also constitutes a declaration event of default. The
holders of preferred securities in certain circumstances have the right to
direct the institutional trustee to exercise its rights as
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the holder of the junior subordinated debentures. See "Description of the
Preferred Securities--Declaration Events of Default" beginning on page S-18 and
"--Voting Rights" beginning on page 18 of the accompanying prospectus.
If the institutional trustee fails to enforce its rights under the junior
subordinated debentures after a holder of the preferred securities has made a
written request, such holder of the preferred securities may institute a legal
proceeding directly against Fleet to enforce the institutional trustee's rights
under the junior subordinated debentures without first instituting any legal
proceeding against the institutional trustee or any other person or entity.
Despite the foregoing, if a declaration event of default has occurred and
is continuing and such event is attributable to the failure of Fleet to pay
interest or principal on the junior subordinated debentures when such interest
or principal is otherwise payable, Fleet acknowledges that, in such event, a
holder of preferred securities may sue for payment on or after the respective
due date specified in the junior subordinated debentures. Despite any payments
made to such holder of preferred securities by Fleet in connection with a direct
action, Fleet shall remain obligated to pay the principal of or interest on the
junior subordinated debentures held by Fleet Capital or the institutional
trustee. Fleet shall be subrogated to the rights of the holder of such preferred
securities relating to payments on the preferred securities to the extent of any
payments made by Fleet to such holder in any direct action.
Except as provided in the preceding paragraph and in the guarantee, the
holders of preferred securities will not be able to exercise directly any other
remedy available to the holders of the junior subordinated debentures.
BOOK-ENTRY AND SETTLEMENT
If distributed to holders of preferred securities in connection with the
involuntary or voluntary dissolution, winding-up or liquidation of Fleet
Capital, the junior subordinated debentures will be issued in the form of one or
more global certificates, each a "GLOBAL SECURITY," registered in the name of
the depositary. Except under the limited circumstances described below, junior
subordinated debentures represented by the global security will not be
exchangeable for, and will not otherwise be issuable as, junior subordinated
debentures in definitive form. The global securities described above may not be
transferred except by the depositary to a nominee of the depositary or by a
nominee of the depositary to the depositary or another nominee of the depositary
or to a successor depositary or its nominee.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. These
laws may impair the ability to transfer beneficial interests in such a global
security.
Except as provided on page S-31 under "Discontinuance of the Depositary's
Services," owners of beneficial interests in a global security will not be
entitled to receive physical delivery of junior subordinated debentures in
definitive form and will not be considered the holders, as defined in the
indenture, of such global security for any purpose under the indenture. A global
security representing junior subordinated debentures is only exchangeable for
another global security of like denomination and tenor to be registered in the
name of the depositary or its nominee or to a successor depositary or its
nominee. This means that each beneficial owner must rely on the procedures of
the depositary, or if such person is not a participant, on the procedures of the
participant through which such person owns its interest, to exercise any rights
of a holder under the indenture.
THE DEPOSITARY
If junior subordinated debentures are distributed to holders of preferred
securities in liquidation of such holders' interests in Fleet Capital, DTC will
act as the depositary for the junior subordinated debentures. As of the date of
this prospectus supplement, the description in this prospectus supplement of
DTC's book-entry system and DTC's practices as they relate to purchases,
transfers, notices and payments with
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respect to the preferred securities apply in all material respects to any debt
obligations represented by one or more global securities held by DTC. Fleet may
appoint a successor to DTC or any successor depositary in the event DTC or such
successor depositary is unable or unwilling to continue as a depositary for the
global securities. For a description of DTC and the specific terms of the
depositary arrangements, see "Description of the Preferred
Securities--Book-Entry Only Issuance--The Depository Trust Company" beginning on
page S-21.
None of Fleet, Fleet Capital, the institutional trustee, any paying agent
and any other agent of Fleet, or the debt trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in a global security for such junior
subordinated debentures or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
DISCONTINUANCE OF THE DEPOSITARY'S SERVICES
A global security shall be exchangeable for junior subordinated debentures
registered in the names of persons other than the depositary or its nominee only
if:
(1) the depositary notifies Fleet that it is unwilling or unable to
continue as a depositary for such global security and no successor
depositary shall have been appointed;
(2) the depositary, at any time, ceases to be a clearing agency registered
under the Exchange Act at which time the depositary is required to be
so registered to act as such depositary and no successor depositary
shall have been appointed;
(3) Fleet, in its sole discretion, determines that such global security
shall be so exchangeable; or
(4) there shall have occurred an indenture event of default with respect to
such junior subordinated debentures.
Any global security that is exchangeable pursuant to the preceding sentence
shall be exchangeable for junior subordinated debentures registered in such
names as the depositary shall direct. It is expected that such instructions will
be based upon directions received by the depositary from its participants with
respect to ownership of beneficial interests in such global security.
GOVERNING LAW
The indenture and the junior subordinated debentures will be governed by,
and construed in accordance with, the internal laws of the State of New York.
MISCELLANEOUS
The indenture will provide that Fleet will pay all fees and expenses
related to;
(1) the offering of the trust securities and the junior subordinated
debentures;
(2) the organization, maintenance and dissolution of Fleet Capital;
(3) the retention of the regular trustees; and
(4) the enforcement by the institutional trustee of the rights of the
holders of the preferred securities.
Fleet will have the right at all times to assign any of its respective
rights or obligations under the indenture to a direct or indirect wholly-owned
subsidiary of Fleet. If that occurs, Fleet will remain liable for all of their
respective obligations. Subject to the foregoing, the indenture will be binding
upon and inure to the benefit of the parties thereto and their respective
successors and assigns. The indenture provides that it may not otherwise be
assigned by the parties thereto.
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EFFECT OF OBLIGATIONS UNDER THE
JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE
As set forth in the declaration, the sole purpose of Fleet Capital is to
issue the trust securities and to invest the proceeds from such issuance and
sale in the junior subordinated debentures.
As long as payments of interest and other payments are made when due on the
junior subordinated debentures, such payments will be sufficient to cover
distributions and payments due on the trust securities. This is due to the
following factors:
(1) the aggregate principal amount of junior subordinated debentures will
be equal to the sum of the aggregate stated liquidation amount of the
trust securities;
(2) the interest rate and the interest and other payment dates on the
junior subordinated debentures will match the distribution rate and
distribution and other payment dates for the trust securities;
(3) Fleet shall pay all, and Fleet Capital shall not be obligated to pay,
directly or indirectly, all costs, expenses, debt, and obligations of
Fleet Capital, other than with respect to the trust securities; and
(4) the declaration further provides that the regular trustees may not
cause or permit Fleet Capital to engage in any activity that is not
consistent with the purposes of Fleet Capital.
Payments of distributions, to the extent there are available funds, and
other payments due on the preferred securities, to the extent there are
available funds, are guaranteed by Fleet to the extent described under
"Description of the Preferred Securities Guarantees" on page in the
accompanying prospectus. If Fleet does not make interest payments on the junior
subordinated debentures, Fleet Capital will not have sufficient funds to pay
distributions on the preferred securities. The guarantee does not apply to any
payment of distributions unless and until Fleet Capital has sufficient funds for
the payment of such distributions. See "Description of the Guarantees" on page
in the accompanying prospectus.
The guarantee covers the payment of distributions and other payments on the
preferred securities only if and to the extent that Fleet has made a payment of
interest or principal on the junior subordinated debentures. The guarantee, when
taken together with Fleet's obligations under the junior subordinated debentures
and the indenture and its obligations under the declaration will provide a full
and unconditional guarantee of amounts payable on the preferred securities.
If Fleet fails to make interest or other payments on the junior
subordinated debentures when due, taking account of any extension period, the
declaration allows the holders of the preferred securities to direct the
institutional trustee to enforce its rights under the junior subordinated
debentures. If the institutional trustee fails to enforce these rights, any
holder of preferred securities may directly sue Fleet to enforce the
institutional trustee's rights without first suing the institutional trustee or
any other person or entity. See "Description of the Preferred
Securities--Book-Entry Only Issuance--The Depository Trust Company" on page S-21
and "--Voting Rights," beginning on page 18 of the accompanying prospectus. A
holder of preferred securities may institute a direct action if a declaration
event of default has occurred and is continuing and such event is attributable
to the failure of Fleet to pay interest or principal on the junior subordinated
debentures on the date such interest or principal is otherwise payable. A direct
action may be brought without first (1) directing the institutional trustee to
enforce the terms of the junior subordinated debentures or (2) suing Fleet to
enforce the institutional trustee's rights under the junior subordinated
debentures. In connection with such direct action, Fleet will be subrogated to
the rights of such holder of
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preferred securities under the declaration to the extent of any payment made by
Fleet to such holder of preferred securities in such direct action.
Consequently, Fleet will be entitled to payment of amounts that a holder of
preferred securities receives in respect of an unpaid distribution to the extent
that such holder receives or has already received full payment relating to such
unpaid distribution from Fleet Capital.
Fleet acknowledges that the guarantee trustee shall enforce the guarantee
on behalf of the holders of the preferred securities. If Fleet fails to make
payments under the guarantee, the guarantee allows the holders of preferred
securities to direct the guarantee trustee to enforce its rights thereunder. If
the guarantee trustee fails to enforce the guarantee, any holder of preferred
securities may directly sue Fleet to enforce the guarantee trustee's rights
under the guarantee. Such holder need not first sue Fleet Capital, the guarantee
trustee, or any other person or entity. A holder of preferred securities may
also directly sue Fleet to enforce such holder's right to receive payment under
the guarantee. Such holder need not first (1) direct the guarantee trustees to
enforce the terms of the guarantee or (2) sue Fleet Capital or any other person
or entity.
Fleet and Fleet Capital believe that the above mechanisms and obligations,
taken together, are equivalent to a full and unconditional guarantee by Fleet of
payments due on the preferred securities. See "Description of
Guarantee -- General" in the accompanying prospectus.
UNITED STATES FEDERAL INCOME TAXATION
GENERAL
In the opinion of Edwards & Angell, LLP, counsel to Fleet and Fleet Capital
("TAX COUNSEL"), the following is a summary of certain of the material United
States federal income tax consequences of the purchase, ownership and
disposition of preferred securities held as capital assets by a holder who
purchases such preferred securities upon initial issuance. It does not deal with
special classes of holders such as banks, thrifts, real estate investment
trusts, regulated investment companies, insurance companies, dealers in
securities or currencies, tax-exempt investors, United States Alien Holders (as
defined below) to the extent that the ownership of such preferred securities are
held in connection with the conduct of a trade or business in the United States
or persons that will hold the preferred securities as a position in a
"straddle," as part of a "synthetic security" or "hedge," as part of a
"conversion transaction" or other integrated investment or as other than a
capital asset. This summary also does not address the tax consequences to
persons that have a functional currency other than the U.S. dollar or the tax
consequences to shareholders, partners or beneficiaries of a holder of preferred
securities. Further, it does not include any description of any alternative
minimum tax consequences or the tax laws of any state or local government or of
any foreign government that may be applicable to the preferred securities. This
summary is based on the Internal Revenue Code of 1986, as amended, the "CODE,"
Treasury regulations thereunder, the "REGULATIONS," and administrative and
judicial interpretations thereof, as of the date hereof, all of which are
subject to change, possibly on a retroactive basis.
CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBENTURES
In connection with the issuance of the junior subordinated debentures, tax
counsel will render its opinion generally to the effect that under then current
law and assuming full compliance with the terms of the indenture and certain
other documents, and based on certain facts and assumptions contained in such
opinion, the junior subordinated debentures will be classified for United States
federal income tax purposes as indebtedness of Fleet.
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CLASSIFICATION OF THE TRUST
In connection with the issuance of the preferred securities, tax counsel
will render its opinion generally to the effect that, under then current law and
assuming full compliance with the terms of the declaration and the indenture and
certain other documents, and based on certain facts and assumptions contained in
such opinion, Fleet Capital will be classified for United States federal income
tax purposes as a grantor trust and not as an association taxable as a
corporation. Accordingly, for United States federal income tax purposes, each
holder of preferred securities generally will be considered the owner of a pro
rata undivided interest in the junior subordinated debentures, and each holder
will be required to include in its gross income any interest, or original issue
discount, "OID," paid or accrued with respect to its allocable share of those
junior subordinated debentures.
INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT
Under Regulations promulgated under the OID provisions of the Code, a
"remote" contingency that stated interest will not be timely paid will be
ignored in determining whether a debt instrument is issued with OID. Fleet
believes that the likelihood of its exercising its option to defer payments of
interest on the junior subordinated debentures is "remote" since exercising that
option would prevent Fleet from, among other things, declaring dividends on any
class of its equity securities. Accordingly, Fleet intends to take the position,
based on the advice of tax counsel, that the junior subordinated debentures will
not be considered to be issued with OID and, accordingly, stated interest on the
junior subordinated debentures generally will be taxable to a holder as ordinary
income at the time it is paid or accrued in accordance with such holder's method
of accounting.
Under the Regulations, if Fleet were to exercise its option to defer
payments of interest on the junior subordinated debentures, the junior
subordinated debentures would at that time be treated as reissued with OID, and
all stated interest on the junior subordinated debentures would thereafter be
treated as OID as long as the junior subordinated debentures remain outstanding.
In such event, all of a holder's taxable interest income with respect to the
junior subordinated debentures would thereafter be accounted for on an economic
accrual basis regardless of such holder's method of tax accounting, and actual
cash distributions of stated interest would not be reported as taxable income.
Consequently, a holder of preferred securities would be required to include in
gross income OID even if Fleet does not make actual cash payments during an
extension period.
The Regulations have not yet been addressed in any rulings or other
interpretations by the Internal Revenue Service, and it is possible that the IRS
could take a position contrary to tax counsel's interpretation herein.
Because income on the preferred securities will constitute interest or OID,
corporate holders of the preferred securities will not be entitled to a
dividends-received deduction with respect to any income recognized with respect
to the preferred securities.
RECEIPT OF JUNIOR SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF FLEET
CAPITAL
Fleet will have the right at any time to liquidate Fleet Capital and cause
the junior subordinated debentures to be distributed to the holders of the trust
securities. Under current law, such a distribution, for United States federal
income tax purposes, would be treated as a nontaxable event to each holder, and
each holder would receive an aggregate tax basis in the junior subordinated
debentures received equal to such holder's aggregate tax basis in its preferred
securities. A holder's holding period in the junior subordinated debentures so
received in liquidation of Fleet Capital would include the period during which
the preferred securities were held by such holder. If, however, Fleet Capital is
characterized for United States federal income tax purposes as an association
taxable as a corporation at the time of its dissolution, the distribution of the
junior subor-
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dinated debentures may constitute a taxable event to holders of preferred
securities.
Under certain circumstances described in this prospectus supplement under
"Description of the Preferred Securities," the junior subordinated debentures
may be redeemed for cash and the proceeds of such redemption distributed to
holders in redemption of their preferred securities. Under current law, such a
redemption would, for United States federal income tax purposes, constitute a
taxable disposition of the redeemed preferred securities, and a holder could
recognize gain or loss as if it sold such redeemed capital securities for cash.
See "Sales of Preferred Securities" below.
SALES OF PREFERRED SECURITIES
A holder that sells preferred securities, including a redemption of the
preferred securities by Fleet Capital, will recognize gain or loss equal to the
difference between its adjusted tax basis in the preferred securities and the
amount realized on the sale of such preferred securities (other than with
respect to accrued and unpaid interest which has not yet been included in
income, which will be treated as ordinary income). A holder's adjusted tax basis
in the preferred securities generally will be its initial purchase price
increased by OID (if any) previously includable in such holder's gross income to
the date of disposition and decreased by payments received on the preferred
securities in respect of OID (if any). Such gain or loss generally will be a
capital gain or loss and generally will be a long-term capital gain or loss if
the preferred securities have been held for more than one year.
The preferred securities may trade at a price that does not accurately
reflect the value of accrued but unpaid interest with respect to the underlying
junior subordinated debentures. A holder who uses the accrual method of
accounting for tax purposes, and a cash method holder, if the junior
subordinated debentures are deemed to have been issued with OID, and who
disposes of his preferred securities between record dates for payments of
distributions thereon will be required to include accrued but unpaid interest on
the junior subordinated debentures through the date of disposition in income as
ordinary income (i.e., interest or, possibly, OID), and to add such amount to
his adjusted tax basis in his pro rata share of the underlying junior
subordinated debentures deemed disposed of. To the extent the selling price is
less than the holder's adjusted tax basis (which will include all accrued but
unpaid interest) a holder will recognize a capital loss. Subject to certain
limited exceptions, capital losses cannot be applied to offset ordinary income
for United States federal income tax purposes.
UNITED STATES ALIEN HOLDERS
For purposes of this discussion, a "UNITED STATES ALIEN HOLDER" is any
corporation, individual, partnership, estate or trust that is not a U.S. Holder
for United States federal income tax purposes.
A "U.S. HOLDER" is a beneficial owner of preferred securities who or which
is:
(1) a citizen or individual resident (or is treated as a citizen or
individual resident) of the United States for federal income tax purposes;
(2) a corporation or partnership created or organized in or under the
laws of the United States or any political subdivision thereof;
(3) an estate the income of which is includible in its gross income
for federal income tax purposes without regard to its source; or
(4) a trust if, and only if, (a) a court within the United States is
able to exercise primary supervision over the administration of the trust
and (b) one or more United States persons have the authority to control all
substantial decisions of the trust.
Under present United States federal income tax law:
(1) payments by Fleet Capital or any of its paying agents to any
holder of a
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preferred security who or which is a United States Alien Holder generally
will not be subject to United States federal withholding tax, so long as
(a) the beneficial owner of the preferred security does not
actually or constructively own 10 percent or more of the total
combined voting power of all classes of stock of Fleet entitled to
vote;
(b) the beneficial owner of the preferred security is not a
controlled foreign corporation that is related to Fleet through stock
ownership; and
(c) either (A) the beneficial owner of the preferred security
certifies to Fleet Capital or its agent, under penalties of perjury,
that it is not a U.S. Holder and provides its name and address or (B)
a securities clearing organization, bank or other financial
institution that holds customers' securities in the ordinary course of
its trade or business, a "FINANCIAL INSTITUTION," and holds the
preferred security in such capacity, certifies to Fleet Capital or its
agent, under penalties of perjury, that such statement has been
received from the beneficial owner by it or by a financial institution
between it and the beneficial owner and furnishes Fleet Capital or its
agent with a copy thereof; and
(2) a United States Alien Holder of a preferred security generally
will not be subject to United States federal withholding tax on any gain
realized upon the sale or other disposition of a preferred security.
INFORMATION REPORTING TO HOLDERS
Generally, income on the preferred securities will be reported to holders
on Forms 1099, which forms should be mailed to holders of preferred securities
by January 31 following each calendar year.
BACKUP WITHHOLDING
Payments made on, and proceeds from the sale of, the preferred securities
may be subject to a "backup" withholding tax of 31 percent unless the holder
complies with certain identification requirements. Any withheld amounts will be
allowed as a credit against the holder's United States federal income tax,
provided the required information is provided to the IRS.
RECENT CHANGES TO INFORMATION REPORTING AND BACKUP WITHHOLDING RULES
Recently published final Treasury Regulations, the "FINAL WITHHOLDING
REGULATIONS," make a number of important changes to the procedures for income
tax withholding and certification of eligibility for the portfolio interest
exemption or for a reduced rate of income tax withholding based on an applicable
income tax treaty. In general, the final withholding regulations do not
significantly alter substantive withholding requirements, but unify
certification procedures and clarify reliance standards. The final withholding
regulations are scheduled to be effective for payments made on or after January
1, 2000, subject to certain transition rules. The final withholding regulations
are quite complex. United States Alien Holders are strongly urged to consult
their tax advisors regarding the potential application of the final withholding
regulations to payments on the preferred securities in light of their particular
circumstances.
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO
THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
PREFERRED SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER FEDERAL, STATE, LOCAL
AND FOREIGN INCOME AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN
UNITED STATES FEDERAL OR OTHER TAX LAWS.
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ERISA CONSIDERATIONS
Each fiduciary of a pension, profit-sharing or other employee benefit plan,
a "PLAN," subject to the Employee Retirement Income Security Act of 1974, as
amended, "ERISA," should consider the fiduciary standards of ERISA in the
context of the plan's particular circumstances before authorizing an investment
in the preferred securities. Accordingly, among other factors, the fiduciary
should consider whether the investment would satisfy the prudence and
diversification requirements of ERISA and would be consistent with the documents
and instruments governing the plan, and whether such investment would involve a
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
Section 406 of ERISA and Section 4975 of the Code prohibit plans, as well
as individual retirement accounts and Keogh plans subject to Section 4975 of the
Code, also "PLANS," from engaging in certain transactions involving "plan
assets" with persons who are "parties in interest" under ERISA or "disqualified
persons" under the Code, "PARTIES IN INTEREST," with respect to such plan or
account. A violation of these "prohibited transaction" rules may result in civil
penalty or other liabilities under ERISA and/or an excise tax under Section 4975
of the Code for such persons, unless exemptive relief is available under an
applicable statutory or administrative exemption. Employee benefit plans that
are governmental plans (as defined in section 3(32) of ERISA), certain church
plans (as defined in Section 3(33) of ERISA) and foreign plans (as described in
Section 4(b)(4)of ERISA) are not subject to the requirements of ERISA or Section
4975 of the Code. However, governmental plans may be subject to similar
provisions under applicable state laws.
Under a regulation, the "PLAN ASSETS REGULATION," issued by the U.S.
Department of Labor, the assets of Fleet Capital would be deemed to be "plan
assets" of a plan for purposes of ERISA and Section 4975 of the Code if a plan
were to acquire an equity interest in Fleet Capital and no exception was
applicable under the Plan Assets Regulation. An "EQUITY INTEREST" is defined
under the Plan Assets Regulation as any interest in an entity other than an
instrument which is treated as indebtedness under applicable law and which has
no substantial equity features and specifically includes a beneficial interest
in a trust.
Pursuant to the Plan Assets Regulation, the assets of Fleet Capital would
not be deemed to be "plan assets" of investing plans if, among other exceptions,
at all times, less than 25% of the value of each class of equity interests in
Fleet Capital were held by plans, other employee benefit plans not subject to
ERISA or Section 4975 of the Code, such as governmental, church and foreign
plans, and entities holding assets deemed to be "plan assets" of any plan,
collectively, "BENEFIT PLAN INVESTORS," or if the preferred securities were
"publicly-offered securities" for purpose of the Plan Assets Regulation. No
assurance can be given that the preferred securities held by benefit plan
investors will be less than 25% of the total value of such preferred securities
at the completion of the initial offering or thereafter, and no monitoring or
other measures will be taken with respect to the satisfaction of the conditions
to this exception. In addition, no assurance can be given that the preferred
securities would be considered to be "publicly-offered securities" under the
Plan Assets Regulation.
Fleet, the obligor with respect to the junior subordinated debentures held
by Fleet Capital, and its affiliates and the institutional trustee may be
considered parties in interest with respect to many plans and, as a result of
this transaction, may become parties in interest to plans that purchase the
preferred securities. Accordingly, the purchase and/or holding of preferred
securities by a plan with respect to which Fleet, the institutional trustee or
any affiliate is or becomes a party in interest may constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code, unless such
preferred securities are acquired pursuant to and in accordance with an
applicable exemption.
S-37
<PAGE> 124
The Department of Labor has issued five prohibited transaction class
exemptions, "PTCES," that may provide exemptive relief if required for direct or
indirect prohibited transactions that may arise from the purchase or holding of
the preferred securities if assets of Fleet Capital were deemed to be "plan
assets." These exemptions are:
(1) PTCE 84-14, an exemption for certain transactions determined by
independent qualified professional asset managers;
(2) PTCE 90-1, an exemption for certain transactions involving insurance
company pooled separate accounts;
(3) PTCE 91-38, an exemption for certain transactions involving bank
collective investment funds;
(4) PTCE 95-60, an exemption for transactions involving certain insurance
company general accounts; or
(5) PTCE 96-23, an exemption for plan asset transactions managed by
in-house asset managers.
Because the preferred securities may be deemed to be equity interests in
Fleet Capital for purposes of applying ERISA and Section 4975 of the Code, the
preferred securities may not be purchased or held by (1) any plan, (2) any
entity whose underlying assets include "plan assets" by reason of any plan's
investment in the entity, a "PLAN ASSET ENTITY," or (3) any person investing
"plan assets" of any plan, unless in each case such purchaser or holder is
eligible for the exemptive relief available under any of the PTCEs listed above
or another applicable exemption. Any purchaser or holder of the preferred
securities or any interest therein will be deemed to have represented by its
purchase and holding thereof that it either,
(1) is not a plan or a plan asset entity and is not purchasing such
securities on behalf of or with "plan assets" of any plan; or
(2) is eligible for the exemptive relief available under any of the PTCEs
listed above or another applicable exemption with respect to such purchase or
holding.
If a purchaser or holder of the preferred securities that is a plan or a plan
asset entity elects to rely on an exemption other than one of the PTCEs listed
above, Fleet and Fleet Capital may require a satisfactory opinion of counsel or
other evidence with respect to the availability of such exemption for such
purchase and holding.
Due to the complexity of these rules and the penalties that may be imposed
upon persons involved in non-exempt transactions, it is important that
fiduciaries or other persons considering purchasing the preferred securities on
behalf of or with "plan assets" of any plan consult with its ERISA counsel
regarding the potential consequences if the assets of Fleet Capital were deemed
to be "plan assets" and the availability of exemptive relief under any of the
PTCEs listed above or any other applicable exemption.
S-38
<PAGE> 125
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement,
Fleet Capital has agreed to sell to each of the underwriters named below, and
each of the underwriters has severally agreed to purchase the number of
preferred securities set forth opposite its name below. In the underwriting
agreement, the several underwriters have agreed, subject to the terms and
conditions set forth in the underwriting agreement, to purchase all the
preferred securities offered hereby if any of the preferred securities are
purchased. If an underwriter defaults, the underwriting agreement provides that,
in certain circumstances, the purchase commitments of the non-defaulting
underwriters may be increased or the underwriting agreement may be terminated.
<TABLE>
<CAPTION>
NUMBER
OF
PREFERRED
UNDERWRITERS SECURITIES
------------ ----------
<S> <C>
-------
Total....................
=======
</TABLE>
The underwriters propose to offer the preferred securities, in part,
directly to the public at the initial public offering price set forth on the
cover page of this prospectus supplement, and, in part, to selected securities
dealers at such price less a concession of $ per preferred security.
The underwriters may allow, and such dealers may reallow, a concession not in
excess of $ per preferred security to selected brokers and dealers.
After the preferred securities are released for sale to the public, the offering
price and other selling terms may be changed.
In view of the fact that the proceeds of the sale of the preferred
securities will ultimately be used to purchase the junior subordinated
debentures of Fleet, the underwriting agreement provides that Fleet will pay as
compensation to the underwriters arranging the investment therein of such
proceeds, an amount in immediately available funds of $ per preferred
security, or $ in the aggregate, for the accounts of the several
underwriters.
The following table shows the per preferred security and total public
offering price, underwriting commission to be paid by Fleet and the proceeds to
Fleet Capital. This information is presented assuming either no exercise or full
exercise by the underwriters of their over-allotment option.
<TABLE>
<CAPTION>
PER
PREFERRED WITHOUT WITH
SECURITY OPTION OPTION
--------- ------- -------
<S> <C> <C> <C>
Public offering
price................
Underwriting commission
to be paid by
Fleet................
Proceeds to Fleet
Capital..............
</TABLE>
During a period of 7 days from the date of the prospectus supplement,
neither Fleet Capital nor Fleet will, without the prior written consent of the
underwriters, directly or indirectly, sell, offer to sell, grant any option for
sale of, or otherwise dispose of, any preferred securities, any security
convertible into or exchangeable into or exercisable for preferred securities or
junior subordinated debentures or any debt securities substantially similar to
the junior subordinated debentures or equity securities substantially similar to
the preferred securities.
The preferred securities constitute a new issue of securities of Fleet
Capital with no established trading market. Although the underwriters have
indicated to Fleet and Fleet Capital that they intend to make a market in the
preferred securities, as permitted by applicable laws and regulations, they are
not obligated to do so and may discontinue any such market-making at any time
without notice. Accordingly, no assurance can be given as to the liquidity of,
or trading markets for, the preferred securities.
Fleet Capital and Fleet have agreed to indemnify the underwriters against,
or contribute to payments that the underwriters may be required to make in
respect of, certain
S-39
<PAGE> 126
liabilities, including liabilities under the
Securities Act of 1933, as amended.
Until the distribution of the preferred securities is completed, rules of
the Securities and Exchange Commission may limit the ability of the underwriters
and any selling group members to bid for and purchase the preferred securities.
As an exception to these rules, the underwriters are permitted to engage in some
transactions that stabilize the price of the preferred securities. Such
transactions consist of bids or purchases for the purposes of pegging, fixing or
maintaining the price of the preferred securities.
If the underwriters create a short position in the preferred securities in
connection with the offering, i.e., if they sell more preferred securities than
are set forth on the cover page of this prospectus supplement, the underwriters
may reduce the short position by purchasing preferred securities in the open
market.
The underwriters may also impose a penalty bid on certain selling group
members. This means that if the underwriters purchase preferred securities in
the open market to reduce the underwriters' short position or to stabilize the
price of the preferred securities, they may reclaim the amount of the selling
concession from the selling group members who sold those preferred securities as
part of the offering.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of a security to the extent that it were
to discourage resales of the security.
None of Fleet, Fleet Capital nor any of the underwriters makes any
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the preferred
securities. In addition, none of Fleet, Fleet Capital nor any of the
underwriters makes any representation that the underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.
Some of the underwriters or their affiliates engage in transactions with,
and, from time to time, have performed services for, Fleet and its subsidiaries
in the ordinary course of business.
Certain of the underwriters may use this prospectus and the accompanying
prospectus supplement for offers and sales related to market-making transactions
in the securities. These underwriters may act as principal or agent in these
transactions, and the sales will be made at prices related to prevailing market
prices at the time of sale.
S-40
<PAGE> 127
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$
[FLEET LOGO]
FLEET CAPITAL TRUST VI
% PREFERRED SECURITIES
FULLY AND UNCONDITIONALLY GUARANTEED BY
FLEET FINANCIAL GROUP, INC.
--------------------------------------
PROSPECTUS SUPPLEMENT
--------------------------------------
, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 128
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS
--------
<S> <C>
1(a) -- Proposed form of Underwriting Agreement for Debt
Securities (incorporated by reference to Exhibit 1(a) of
Registration Statement No. 33-63631).
1(b) -- Proposed form of Underwriting Agreement for Preferred
Stock and Common Stock (incorporated by reference to Exhibit
1(b) of Registration Statement No. 33-63631).
1(c) -- Proposed form of Selling Agency Agreement for Debt
Securities (incorporated by reference to Exhibit 1(b) of
Registration Statement No. 33-45137).
1(d) -- Form of Underwriting Agreement for offering of Preferred
Securities (incorporated by reference to Exhibit 1 of
Registration Statement No. 333-15435).
4(a) -- Senior Indenture dated , 1999 between the
Registrant and The Bank of New York, as Trustee (to be filed
by amendment).
4(b) -- Form of Warrant Agreement for Warrants attached to Debt
Securities (incorporated by reference to Exhibit 4(b)(1) of
Registration Statement No. 33-3573).
4(c) -- Form of Warrant Agreement for Warrants not attached to
Debt Securities (incorporated by reference to Exhibit
4(b)(2) of Registration Statement No. 33-3573).
4(d) -- Form of Warrant Agreement for Universal Warrants (to be
filed by amendment).
4(e) -- Form of Put Warrant (included in Exhibit 4(d)).
4(f) -- Form of Call Warrant (included in Exhibit 4(d)).
4(g) -- Form of Note for Senior Debt Securities (included in
Exhibit 4(a) on pages 18 through 27).
4(h) -- Subordinated Indenture dated , 1999
between the Registrant and The Bank of New York, as Trustee
(to be filed by amendment).
4(i) -- Form of Note for Subordinated Debt Securities
(incorporated by reference to Exhibit 4(c) of Registration
Statement No. 33-40965).
4(j) -- Form of Medium-Term Note (incorporated by reference to
Exhibit 4(f) of Registration Statement No. 33-50216).
4(k) -- 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(l) -- Bylaws of the Registrant (incorporated by reference to
Exhibit 2 of Fleet's Registration Statement on Form 8-A
dated February 27, 1996).
4(m) -- Form of Certificate of Designations (incorporated by
reference to Exhibit 4(a) of Registration Statement No.
33-40967).
4(n) -- Form of Deposit Agreement (incorporated by reference to
Exhibit 4(b) of Registration Statement No. 33-40967).
4(o) -- Form of Warrant Agreement for Warrants attached to Common
Stock or Preferred Stock (incorporated by reference to
Exhibit 4(j) of Registration Statement No. 33-55555).
4(p) -- Form of Warrant Agreement for Warrants not attached to
Common Stock or Preferred Stock (incorporated by reference
to Exhibit 4(k) of Registration Statement No. 33-55555).
4(q) -- 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).
</TABLE>
II-1
<PAGE> 129
<TABLE>
<CAPTION>
EXHIBITS
--------
<S> <C>
4(r) -- Instruments defining the rights of security holders,
including indentures (Registrant has no instruments defining
the rights of holders of equity or debt securities where
the amount of securities authorized thereunder exceeds
10% of the total assets of Registrant and its
subsidiaries on a consolidated basis. Registrant hereby
agrees to furnish a copy of any such instrument to the
Commission upon request).
4(s) -- Form of Rights Certificate for stock purchase rights
issued to Whitehall Associates, L.P., and KKR Partners II,
L.P. (incorporated by reference to Exhibit 4(c) of
Fleet's Current Report on Form 8-K dated July 12, 1991).
4(t)(i) -- Certificate of Trust of Fleet Capital Trust VI
(incorporated by reference to Exhibit 4(a)(vi) of
Registration Statement No. 333-48043).
4(t)(ii) -- Certificate of Trust of Fleet Capital Trust VII
(incorporated by reference to Exhibit 4(a)(vii) of
Registration Statement No. 333-48043).
4(t)(iii) -- Certificate of Trust of Fleet Capital Trust VIII
(incorporated by reference to Exhibit 4(a)(viii) of
Registration Statement No. 333-48043).
4(t)(iv) -- Certificate of Trust of Fleet Capital Trust IX
(incorporated by reference to Exhibit 4(q)(ix) of
Registration Statement No. 333-62905).
4(t)(v) -- Certificate of Trust of Fleet Capital Trust X
(incorporated by reference to Exhibit 4(q)(x) of
Registration Statement No. 333-62905).
4(u)(i) -- Declaration of Trust of Fleet Capital Trust VI
(incorporated by reference to Exhibit 4(b)(vi) of
Registration Statement No. 333-48043).
4(u)(ii) -- Declaration of Trust of Fleet Capital Trust VII
(incorporated by reference to Exhibit 4(b)(vii) of
Registration Statement No. 333-48043).
4(u)(iii) -- Declaration of Trust of Fleet Capital Trust VIII
(incorporated by reference to Exhibit 4(b)(viii) of
Registration Statement No. 333-48043).
4(u)(iv) -- Declaration of Trust of Fleet Capital Trust IX
(incorporated by reference to Exhibit 4(r)(ix) of
Registration Statement No. 333-62905).
4(u)(v) -- Declaration of Trust of Fleet Capital Trust X
(incorporated by reference to Exhibit 4(r)(x) of
Registration Statement No. 333-62905).
4(v) -- Form of Amended and Restated Declaration of Trust to be
used in connection with the issuance of the Preferred
Securities (to be filed by amendment).
4(w) -- Form of Indenture between Fleet and The Bank of New York,
as Trustee (to be filed by amendment).
4(x) -- Form of Supplemental Indenture to be used in connection
with the issuance of the Junior Subordinated Debentures and
Preferred Securities (to be filed by amendment).
4(y) -- Form of Preferred Security (included in Exhibit 4(v)).
4(z) -- Form of Junior Subordinated Debenture (included in
Exhibit 4(x)).
4(aa) -- Form of Preferred Securities Guarantee (to be filed by
amendment).
5(a) -- Opinion of Edwards & Angell, LLP as to legality of Debt
Securities, Preferred Stock and Common Stock (to be filed by
amendment).
5(b) -- Opinion of Edwards & Angell, LLP to be used in connection
with the issuance of the Junior Subordinated Debentures and
Preferred Securities (to be filed by amendment).
5(c) -- Opinion of Skadden, Arps, Slate, Meagher & Flom, LLP to
be used in connection with the issuance of the Junior
Subordinated Debentures and Preferred Securities (to be
filed by amendment).
8 -- Tax Opinion of Edwards & Angell, LLP to be used in
connection with the issuance of the Junior Subordinated
Debentures and Preferred Securities (to be filed by
amendment).
12(a) -- Computation of Ratio of Earnings to Fixed Charges (to be
filed by amendment).
12(b) -- Computation of Ratio of Earnings to Fixed Charges and
Dividends on Preferred Stock (to be filed by amendment).
</TABLE>
II-2
<PAGE> 130
<TABLE>
<CAPTION>
EXHIBITS
--------
<S> <C>
*23(a) -- Consent of KPMG LLP.
23(b) -- Consent of Edwards & Angell, LLP (included in Exhibit
5(a)).
23(c) -- Consent of Skadden, Arps, Slate, Meagher & Flom (included
in Exhibit 5(b)).
24(a) -- Power of Attorney of certain officers and directors for
Fleet (included on signature pages).
24(b) -- Powers of Attorney for Fleet Capital Trusts (included in
Exhibit 4(r)).
*25(a) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Senior Trustee.
*25(b) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Subordinated Trustee.
*25(c) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Indenture relating to Fleet Capital
Trust VI, Fleet Capital Trust VII, Fleet Capital Trust
VIII, Fleet Capital Trust IX and Fleet Capital Trust X.
*25(d) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Amended and Restated Declaration of
Trust of Fleet Capital Trust VI.
*25(e) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Amended and Restated Declaration of
Trust of Fleet Capital Trust VII.
*25(f) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Amended and Restated Declaration of
Trust of Fleet Capital Trust VIII.
*25(g) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Amended and Restated Declaration of
Trust of Fleet Capital Trust IX.
*25(h) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Amended and Restated Declaration of
Trust of Fleet Capital Trust X.
*25(i) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Preferred Securities Guarantee
relating to Fleet Capital Trust VI.
*25(j) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Preferred Securities Guarantee
relating to Fleet Capital Trust VII.
*25(k) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Preferred Securities Guarantee
relating to Fleet Capital Trust VIII.
*25(l) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Preferred Securities Guarantee
relating to Fleet Capital Trust IX.
*25(m) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Preferred Securities Guarantee
relating to Fleet Capital Trust X.
</TABLE>
- ---------------
* Filed herewith.
II-3
<PAGE> 131
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
September 9, 1999.
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 or her 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 September 9, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/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. Chief Accounting Officer and Controller
- -----------------------------------------------------
ROBERT C. LAMB, JR.
/s/ JOEL B. ALVORD Director
- -----------------------------------------------------
JOEL B. ALVORD
/s/ WILLIAM BARNET, III Director
- -----------------------------------------------------
WILLIAM BARNET, III
Director
- -----------------------------------------------------
BRADFORD R. BOSS
/s/ STILLMAN B. BROWN Director
- -----------------------------------------------------
STILLMAN B. BROWN
/s/ PAUL J. CHOQUETTE, JR. Director
- -----------------------------------------------------
PAUL J. CHOQUETTE, JR.
/s/ KIM B. CLARK Director
- -----------------------------------------------------
KIM B. CLARK
</TABLE>
II-4
<PAGE> 132
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/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/ ROBERT J. MATURA Director
- -----------------------------------------------------
ROBERT J. MATURA
/s/ ARTHUR C. MILOT Director
- -----------------------------------------------------
ARTHUR C. MILOT
/s/ THOMAS D. O'CONNOR, SR. Director
- -----------------------------------------------------
THOMAS D. O'CONNOR, SR.
/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/ THOMAS M. RYAN Director
- -----------------------------------------------------
THOMAS M. RYAN
Director
- -----------------------------------------------------
SAMUEL O. THIER, M.D.
/s/ PAUL R. TREGURTHA Director
- -----------------------------------------------------
PAUL R. TREGURTHA
</TABLE>
II-5
<PAGE> 133
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Trust 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, The
Commonwealth of Massachusetts, on September 9, 1999.
FLEET CAPITAL TRUST VI
FLEET CAPITAL TRUST VII
FLEET CAPITAL TRUST VIII
FLEET CAPITAL TRUST IX
FLEET CAPITAL TRUST X
By: /s/ JOHN R. RODEHORST
----------------------------------
JOHN R. RODEHORST
TRUSTEE
II-6
<PAGE> 134
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS
--------
<S> <C>
1(a) -- Proposed form of Underwriting Agreement for Debt
Securities (incorporated by reference to Exhibit 1(a) of
Registration Statement No. 33-63631).
1(b) -- Proposed form of Underwriting Agreement for Preferred
Stock and Common Stock (incorporated by reference to Exhibit
1(b) of Registration Statement No. 33-63631).
1(c) -- Proposed form of Selling Agency Agreement for Debt
Securities (incorporated by reference to Exhibit 1(b) of
Registration Statement No. 33-45137).
1(d) -- Form of Underwriting Agreement for offering of Preferred
Securities (incorporated by reference to Exhibit 1 of
Registration Statement No. 333-15435).
4(a) -- Senior Indenture dated , 1999 between the
Registrant and The Bank of New York, as Trustee (to be filed
by amendment).
4(b) -- Form of Warrant Agreement for Warrants attached to Debt
Securities (incorporated by reference to Exhibit 4(b)(1) of
Registration Statement No. 33-3573).
4(c) -- Form of Warrant Agreement for Warrants not attached to
Debt Securities (incorporated by reference to Exhibit
4(b)(2) of Registration Statement No. 33-3573).
4(d) -- Form of Warrant Agreement for Universal Warrants (to be
filed by amendment).
4(e) -- Form of Put Warrant (included in Exhibit 4(d)).
4(f) -- Form of Call Warrant (included in Exhibit 4(d)).
4(g) -- Form of Note for Senior Debt Securities (included in
Exhibit 4(a) on pages 18 through 27).
4(h) -- Subordinated Indenture dated , 1999
between the Registrant and The Bank of New York, as Trustee
(to be filed by amendment).
4(i) -- Form of Note for Subordinated Debt Securities
(incorporated by reference to Exhibit 4(c) of Registration
Statement No. 33-40965).
4(j) -- Form of Medium-Term Note (incorporated by reference to
Exhibit 4(f) of Registration Statement No. 33-50216).
4(k) -- 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(l) -- Bylaws of the Registrant (incorporated by reference to
Exhibit 2 of Fleet's Registration Statement on Form 8-A
dated February 27, 1996).
4(m) -- Form of Certificate of Designations (incorporated by
reference to Exhibit 4(a) of Registration Statement No.
33-40967).
4(n) -- Form of Deposit Agreement (incorporated by reference to
Exhibit 4(b) of Registration Statement No. 33-40967).
4(o) -- Form of Warrant Agreement for Warrants attached to Common
Stock or Preferred Stock (incorporated by reference to
Exhibit 4(j) of Registration Statement No. 33-55555).
4(p) -- Form of Warrant Agreement for Warrants not attached to
Common Stock or Preferred Stock (incorporated by reference
to Exhibit 4(k) of Registration Statement No. 33-55555).
4(q) -- 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).
</TABLE>
II-7
<PAGE> 135
<TABLE>
<CAPTION>
EXHIBITS
--------
<S> <C>
4(r) -- Instruments defining the rights of security holders,
including indentures (Registrant has no instruments defining
the rights of holders of equity or debt securities where
the amount of securities authorized thereunder exceeds
10% of the total assets of Registrant and its
subsidiaries on a consolidated basis. Registrant hereby
agrees to furnish a copy of any such instrument to the
Commission upon request).
4(s) -- Form of Rights Certificate for stock purchase rights
issued to Whitehall Associates, L.P., and KKR Partners II,
L.P. (incorporated by reference to Exhibit 4(c) of
Fleet's Current Report on Form 8-K dated July 12, 1991).
4(t)(i) -- Certificate of Trust of Fleet Capital Trust VI
(incorporated by reference to Exhibit 4(a)(vi) of
Registration Statement No. 333-48043).
4(t)(ii) -- Certificate of Trust of Fleet Capital Trust VII
(incorporated by reference to Exhibit 4(a)(vii) of
Registration Statement No. 333-48043).
4(t)(iii) -- Certificate of Trust of Fleet Capital Trust VIII
(incorporated by reference to Exhibit 4(a)(viii) of
Registration Statement No. 333-48043).
4(t)(iv) -- Certificate of Trust of Fleet Capital Trust IX
(incorporated by reference to Exhibit 4(q)(ix) of
Registration Statement No. 333-62905).
4(t)(v) -- Certificate of Trust of Fleet Capital Trust X
(incorporated by reference to Exhibit 4(q)(x) of
Registration Statement No. 333-62905).
4(u)(i) -- Declaration of Trust of Fleet Capital Trust VI
(incorporated by reference to Exhibit 4(b)(vi) of
Registration Statement No. 333-48043).
4(u)(ii) -- Declaration of Trust of Fleet Capital Trust VII
(incorporated by reference to Exhibit 4(b)(vii) of
Registration Statement No. 333-48043).
4(u)(iii) -- Declaration of Trust of Fleet Capital Trust VIII
(incorporated by reference to Exhibit 4(b)(viii) of
Registration Statement No. 333-48043).
4(u)(iv) -- Declaration of Trust of Fleet Capital Trust IX
(incorporated by reference to Exhibit 4(r)(ix) of
Registration Statement No. 333-62905).
4(u)(v) -- Declaration of Trust of Fleet Capital Trust X
(incorporated by reference to Exhibit 4(r)(x) of
Registration Statement No. 333-62905).
4(v) -- Form of Amended and Restated Declaration of Trust to be
used in connection with the issuance of the Preferred
Securities (to be filed by amendment).
4(w) -- Form of Indenture between Fleet and The Bank of New York,
as Trustee (to be filed by amendment).
4(x) -- Form of Supplemental Indenture to be used in connection
with the issuance of the Junior Subordinated Debentures and
Preferred Securities (to be filed by amendment).
4(y) -- Form of Preferred Security (included in Exhibit 4(v)).
4(z) -- Form of Junior Subordinated Debenture (included in
Exhibit 4(x)).
4(aa) -- Form of Preferred Securities Guarantee (to be filed by
amendment).
5(a) -- Opinion of Edwards & Angell, LLP as to legality of Debt
Securities, Preferred Stock and Common Stock (to be filed by
amendment).
5(b) -- Opinion of Edwards & Angell, LLP to be used in connection
with the issuance of the Junior Subordinated Debentures and
Preferred Securities (to be filed by amendment).
5(c) -- Opinion of Skadden, Arps, Slate, Meagher & Flom, LLP to
be used in connection with the issuance of the Junior
Subordinated Debentures and Preferred Securities (to be
filed by amendment).
8 -- Tax Opinion of Edwards & Angell, LLP to be used in
connection with the issuance of the Junior Subordinated
Debentures and Preferred Securities (to be filed by
amendment).
12(a) -- Computation of Ratio of Earnings to Fixed Charges (to be
filed by amendment).
12(b) -- Computation of Ratio of Earnings to Fixed Charges and
Dividends on Preferred Stock (to be filed by amendment).
</TABLE>
II-8
<PAGE> 136
<TABLE>
<CAPTION>
EXHIBITS
--------
<S> <C>
*23(a) -- Consent of KPMG LLP.
23(b) -- Consent of Edwards & Angell, LLP (included in Exhibit
5(a)).
23(c) -- Consent of Skadden, Arps, Slate, Meagher & Flom (included
in Exhibit 5(b)).
24(a) -- Power of Attorney of certain officers and directors for
Fleet (included on signature pages).
24(b) -- Powers of Attorney for Fleet Capital Trusts (included in
Exhibit 4(r)).
*25(a) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Senior Trustee.
*25(b) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Subordinated Trustee.
*25(c) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Indenture relating to Fleet Capital
Trust VI, Fleet Capital Trust VII, Fleet Capital Trust
VIII, Fleet Capital Trust IX and Fleet Capital Trust X.
*25(d) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Amended and Restated Declaration of
Trust of Fleet Capital Trust VI.
*25(e) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Amended and Restated Declaration of
Trust of Fleet Capital Trust VII.
*25(f) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Amended and Restated Declaration of
Trust of Fleet Capital Trust VIII.
*25(g) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Amended and Restated Declaration of
Trust of Fleet Capital Trust IX.
*25(h) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Amended and Restated Declaration of
Trust of Fleet Capital Trust X.
*25(i) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Preferred Securities Guarantee
relating to Fleet Capital Trust VI.
*25(j) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Preferred Securities Guarantee
relating to Fleet Capital Trust VII.
*25(k) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Preferred Securities Guarantee
relating to Fleet Capital Trust VIII.
*25(l) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Preferred Securities Guarantee
relating to Fleet Capital Trust IX.
*25(m) -- Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of New York,
as Trustee under the Preferred Securities Guarantee
relating to Fleet Capital Trust X.
</TABLE>
- ---------------
* Filed herewith.
II-9
<PAGE> 1
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Fleet Financial Group, Inc.
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the Registration
Statement.
/s/ KPMG LLP
Boston, Massachusetts
September 8, 1999
II-10
<PAGE> 1
Exhibit 25(a)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
-------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------
Fleet Financial Group, Inc.
(Exact name of obligor as specified in its charter)
Rhode Island 05-0341324
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
-------------
Senior Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
- ---------------------------------------------------
Name Address
- ---------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ Michele L. Russo
--------------------------
Name: Michele L. Russo
Title: Assistant Treasurer
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................... $5,597,807
Interest-bearing balances............................................................ 4,075,775
Securities:
Held-to-maturity securities.......................................................... 785,167
Available-for-sale securities........................................................ 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income...................................................................38,028,772
LESS: Allowance for loan and
lease losses................................................................568,617
LESS: Allocated transfer risk
reserve......................................................................16,352
Loans and leases, net of unearned income,
allowance, and reserve............................................................. 37,443,803
Trading Assets.......................................................................... 1,563,671
Premises and fixed assets (including capitalized
leases).............................................................................. 683,587
Other real estate owned................................................................. 10,995
Investments in unconsolidated subsidiaries and
associated companies................................................................. 184,661
Customers' liability to this bank on acceptances
outstanding.......................................................................... 812,015
Intangible assets....................................................................... 1,135,572
Other assets............................................................................ 5,607,019
-----------
Total assets............................................................................ $64,536,926
===========
LIABILITIES
Deposits:
In domestic offices.................................................................. $26,488,980
Noninterest-bearing........................................................10,626,811
Interest-bearing...........................................................15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................................................. 20,655,414
Noninterest-bearing...........................................................156,471
Interest-bearing...........................................................20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................................................. 3,729,439
Demand notes issued to the U.S.Treasury................................................. 257,860
Trading liabilities..................................................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less.......................................... 496,235
With remaining maturity of more than one year
through three years................................................................ 465
With remaining maturity of more than three years..................................... 31,080
Bank's liability on acceptances executed and
outstanding.......................................................................... 822,455
Subordinated notes and debentures....................................................... 1,308,000
Other liabilities....................................................................... 2,846,649
-----------
Total liabilities....................................................................... 58,624,027
-----------
EQUITY CAPITAL
Common stock............................................................................ 1,135,284
Surplus................................................................................. 815,314
Undivided profits and capital reserves.................................................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities........................................................ (7,956)
Cumulative foreign currency translation adjustments..................................... (31,510)
-----------
Total equity capital.................................................................... 5,912,899
-----------
Total liabilities and equity capital.................................................... $64,536,926
===========
</TABLE>
- ---------------------------------------------------------------
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 25(b)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
-------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------
Fleet Financial Group, Inc.
(Exact name of obligor as specified in its charter)
Rhode Island 05-0341324
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
-------------
Subordinated Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
- -----------------------------------------------------
Name Address
- -----------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
--------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................... $5,597,807
Interest-bearing balances............................................................ 4,075,775
Securities:
Held-to-maturity securities.......................................................... 785,167
Available-for-sale securities........................................................ 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income...................................................................38,028,772
LESS: Allowance for loan and
lease losses................................................................568,617
LESS: Allocated transfer risk
reserve......................................................................16,352
Loans and leases, net of unearned income,
allowance, and reserve............................................................. 37,443,803
Trading Assets.......................................................................... 1,563,671
Premises and fixed assets (including capitalized
leases).............................................................................. 683,587
Other real estate owned................................................................. 10,995
Investments in unconsolidated subsidiaries and
associated companies................................................................. 184,661
Customers' liability to this bank on acceptances
outstanding.......................................................................... 812,015
Intangible assets....................................................................... 1,135,572
Other assets............................................................................ 5,607,019
-----------
Total assets............................................................................ $64,536,926
===========
LIABILITIES
Deposits:
In domestic offices.................................................................. $26,488,980
Noninterest-bearing........................................................10,626,811
Interest-bearing...........................................................15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................................................. 20,655,414
Noninterest-bearing...........................................................156,471
Interest-bearing...........................................................20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................................................. 3,729,439
Demand notes issued to the U.S.Treasury................................................. 257,860
Trading liabilities..................................................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less.......................................... 496,235
With remaining maturity of more than one year
through three years................................................................ 465
With remaining maturity of more than three years..................................... 31,080
Bank's liability on acceptances executed and
outstanding.......................................................................... 822,455
Subordinated notes and debentures....................................................... 1,308,000
Other liabilities....................................................................... 2,846,649
-----------
Total liabilities....................................................................... 58,624,027
-----------
EQUITY CAPITAL
Common stock............................................................................ 1,135,284
Surplus................................................................................. 815,314
Undivided profits and capital reserves.................................................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities........................................................ (7,956)
Cumulative foreign currency translation adjustments..................................... (31,510)
-----------
Total equity capital.................................................................... 5,912,899
-----------
Total liabilities and equity capital.................................................... $64,536,926
===========
</TABLE>
- ---------------------------------------------------------------
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 25(c)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
-------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------
Fleet Financial Group, Inc.
(Exact name of obligor as specified in its charter)
Rhode Island 05-0341324
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
-------------
Junior Subordinated Debentures
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
- -----------------------------------------------------
Name Address
- -----------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
----------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................... $5,597,807
Interest-bearing balances............................................................ 4,075,775
Securities:
Held-to-maturity securities.......................................................... 785,167
Available-for-sale securities........................................................ 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income...................................................................38,028,772
LESS: Allowance for loan and
lease losses................................................................568,617
LESS: Allocated transfer risk
reserve......................................................................16,352
Loans and leases, net of unearned income,
allowance, and reserve............................................................. 37,443,803
Trading Assets.......................................................................... 1,563,671
Premises and fixed assets (including capitalized
leases).............................................................................. 683,587
Other real estate owned................................................................. 10,995
Investments in unconsolidated subsidiaries and
associated companies................................................................. 184,661
Customers' liability to this bank on acceptances
outstanding.......................................................................... 812,015
Intangible assets....................................................................... 1,135,572
Other assets............................................................................ 5,607,019
-----------
Total assets............................................................................ $64,536,926
===========
LIABILITIES
Deposits:
In domestic offices.................................................................. $26,488,980
Noninterest-bearing........................................................10,626,811
Interest-bearing...........................................................15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................................................. 20,655,414
Noninterest-bearing...........................................................156,471
Interest-bearing...........................................................20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................................................. 3,729,439
Demand notes issued to the U.S.Treasury................................................. 257,860
Trading liabilities..................................................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less.......................................... 496,235
With remaining maturity of more than one year
through three years................................................................ 465
With remaining maturity of more than three years..................................... 31,080
Bank's liability on acceptances executed and
outstanding.......................................................................... 822,455
Subordinated notes and debentures....................................................... 1,308,000
Other liabilities....................................................................... 2,846,649
-----------
Total liabilities....................................................................... 58,624,027
-----------
EQUITY CAPITAL
Common stock............................................................................ 1,135,284
Surplus................................................................................. 815,314
Undivided profits and capital reserves.................................................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities........................................................ (7,956)
Cumulative foreign currency translation adjustments..................................... (31,510)
-----------
Total equity capital.................................................................... 5,912,899
-----------
Total liabilities and equity capital.................................................... $64,536,926
===========
</TABLE>
- ---------------------------------------------------------------
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 25(d)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
-------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------
Fleet Capital Trust VI
(Exact name of obligor as specified in its charter)
Delaware 04-6861970
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
-------------
Preferred Securities
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
- -----------------------------------------------------
Name Address
- -----------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
--------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................... $5,597,807
Interest-bearing balances............................................................ 4,075,775
Securities:
Held-to-maturity securities.......................................................... 785,167
Available-for-sale securities........................................................ 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income...................................................................38,028,772
LESS: Allowance for loan and
lease losses................................................................568,617
LESS: Allocated transfer risk
reserve......................................................................16,352
Loans and leases, net of unearned income,
allowance, and reserve............................................................. 37,443,803
Trading Assets.......................................................................... 1,563,671
Premises and fixed assets (including capitalized
leases).............................................................................. 683,587
Other real estate owned................................................................. 10,995
Investments in unconsolidated subsidiaries and
associated companies................................................................. 184,661
Customers' liability to this bank on acceptances
outstanding.......................................................................... 812,015
Intangible assets....................................................................... 1,135,572
Other assets............................................................................ 5,607,019
-----------
Total assets............................................................................ $64,536,926
===========
LIABILITIES
Deposits:
In domestic offices.................................................................. $26,488,980
Noninterest-bearing........................................................10,626,811
Interest-bearing...........................................................15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................................................. 20,655,414
Noninterest-bearing...........................................................156,471
Interest-bearing...........................................................20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................................................. 3,729,439
Demand notes issued to the U.S.Treasury................................................. 257,860
Trading liabilities..................................................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less.......................................... 496,235
With remaining maturity of more than one year
through three years................................................................ 465
With remaining maturity of more than three years..................................... 31,080
Bank's liability on acceptances executed and
outstanding.......................................................................... 822,455
Subordinated notes and debentures....................................................... 1,308,000
Other liabilities....................................................................... 2,846,649
-----------
Total liabilities....................................................................... 58,624,027
-----------
EQUITY CAPITAL
Common stock............................................................................ 1,135,284
Surplus................................................................................. 815,314
Undivided profits and capital reserves.................................................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities........................................................ (7,956)
Cumulative foreign currency translation adjustments..................................... (31,510)
-----------
Total equity capital.................................................................... 5,912,899
-----------
Total liabilities and equity capital.................................................... $64,536,926
===========
</TABLE>
- ---------------------------------------------------------------
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 25(e)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
-------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------
Fleet Capital Trust VII
(Exact name of obligor as specified in its charter)
Delaware 04-6861971
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
-------------
Preferred Securities
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
- -----------------------------------------------------
Name Address
- -----------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................... $5,597,807
Interest-bearing balances............................................................ 4,075,775
Securities:
Held-to-maturity securities.......................................................... 785,167
Available-for-sale securities........................................................ 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income...................................................................38,028,772
LESS: Allowance for loan and
lease losses................................................................568,617
LESS: Allocated transfer risk
reserve......................................................................16,352
Loans and leases, net of unearned income,
allowance, and reserve............................................................. 37,443,803
Trading Assets.......................................................................... 1,563,671
Premises and fixed assets (including capitalized
leases).............................................................................. 683,587
Other real estate owned................................................................. 10,995
Investments in unconsolidated subsidiaries and
associated companies................................................................. 184,661
Customers' liability to this bank on acceptances
outstanding.......................................................................... 812,015
Intangible assets....................................................................... 1,135,572
Other assets............................................................................ 5,607,019
-----------
Total assets............................................................................ $64,536,926
===========
LIABILITIES
Deposits:
In domestic offices.................................................................. $26,488,980
Noninterest-bearing........................................................10,626,811
Interest-bearing...........................................................15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................................................. 20,655,414
Noninterest-bearing...........................................................156,471
Interest-bearing...........................................................20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................................................. 3,729,439
Demand notes issued to the U.S.Treasury................................................. 257,860
Trading liabilities..................................................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less.......................................... 496,235
With remaining maturity of more than one year
through three years................................................................ 465
With remaining maturity of more than three years..................................... 31,080
Bank's liability on acceptances executed and
outstanding.......................................................................... 822,455
Subordinated notes and debentures....................................................... 1,308,000
Other liabilities....................................................................... 2,846,649
-----------
Total liabilities....................................................................... 58,624,027
-----------
EQUITY CAPITAL
Common stock............................................................................ 1,135,284
Surplus................................................................................. 815,314
Undivided profits and capital reserves.................................................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities........................................................ (7,956)
Cumulative foreign currency translation adjustments..................................... (31,510)
-----------
Total equity capital.................................................................... 5,912,899
-----------
Total liabilities and equity capital.................................................... $64,536,926
===========
</TABLE>
- ---------------------------------------------------------------
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 25(f)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
-------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------
Fleet Capital Trust VIII
(Exact name of obligor as specified in its charter)
Delaware 04-6861972
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
-------------
Preferred Securities
(Title of the indenture securities)
========================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
- -----------------------------------------------------
Name Address
- -----------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
--------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................... $5,597,807
Interest-bearing balances............................................................ 4,075,775
Securities:
Held-to-maturity securities.......................................................... 785,167
Available-for-sale securities........................................................ 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income...................................................................38,028,772
LESS: Allowance for loan and
lease losses................................................................568,617
LESS: Allocated transfer risk
reserve......................................................................16,352
Loans and leases, net of unearned income,
allowance, and reserve............................................................. 37,443,803
Trading Assets.......................................................................... 1,563,671
Premises and fixed assets (including capitalized
leases).............................................................................. 683,587
Other real estate owned................................................................. 10,995
Investments in unconsolidated subsidiaries and
associated companies................................................................. 184,661
Customers' liability to this bank on acceptances
outstanding.......................................................................... 812,015
Intangible assets....................................................................... 1,135,572
Other assets............................................................................ 5,607,019
-----------
Total assets............................................................................ $64,536,926
===========
LIABILITIES
Deposits:
In domestic offices.................................................................. $26,488,980
Noninterest-bearing........................................................10,626,811
Interest-bearing...........................................................15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................................................. 20,655,414
Noninterest-bearing...........................................................156,471
Interest-bearing...........................................................20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................................................. 3,729,439
Demand notes issued to the U.S.Treasury................................................. 257,860
Trading liabilities..................................................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less.......................................... 496,235
With remaining maturity of more than one year
through three years................................................................ 465
With remaining maturity of more than three years..................................... 31,080
Bank's liability on acceptances executed and
outstanding.......................................................................... 822,455
Subordinated notes and debentures....................................................... 1,308,000
Other liabilities....................................................................... 2,846,649
-----------
Total liabilities....................................................................... 58,624,027
-----------
EQUITY CAPITAL
Common stock............................................................................ 1,135,284
Surplus................................................................................. 815,314
Undivided profits and capital reserves.................................................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities........................................................ (7,956)
Cumulative foreign currency translation adjustments..................................... (31,510)
-----------
Total equity capital.................................................................... 5,912,899
-----------
Total liabilities and equity capital.................................................... $64,536,926
===========
</TABLE>
- ---------------------------------------------------------------
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 25(g)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
-------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------
Fleet Capital Trust IX
(Exact name of obligor as specified in its charter)
Delaware 04-6874162
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
-------------
Preferred Securities
(Title of the indenture securities)
========================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
- -----------------------------------------------------
Name Address
- -----------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
-------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................... $5,597,807
Interest-bearing balances............................................................ 4,075,775
Securities:
Held-to-maturity securities.......................................................... 785,167
Available-for-sale securities........................................................ 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income...................................................................38,028,772
LESS: Allowance for loan and
lease losses................................................................568,617
LESS: Allocated transfer risk
reserve......................................................................16,352
Loans and leases, net of unearned income,
allowance, and reserve............................................................. 37,443,803
Trading Assets.......................................................................... 1,563,671
Premises and fixed assets (including capitalized
leases).............................................................................. 683,587
Other real estate owned................................................................. 10,995
Investments in unconsolidated subsidiaries and
associated companies................................................................. 184,661
Customers' liability to this bank on acceptances
outstanding.......................................................................... 812,015
Intangible assets....................................................................... 1,135,572
Other assets............................................................................ 5,607,019
-----------
Total assets............................................................................ $64,536,926
===========
LIABILITIES
Deposits:
In domestic offices.................................................................. $26,488,980
Noninterest-bearing........................................................10,626,811
Interest-bearing...........................................................15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................................................. 20,655,414
Noninterest-bearing...........................................................156,471
Interest-bearing...........................................................20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................................................. 3,729,439
Demand notes issued to the U.S.Treasury................................................. 257,860
Trading liabilities..................................................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less.......................................... 496,235
With remaining maturity of more than one year
through three years................................................................ 465
With remaining maturity of more than three years..................................... 31,080
Bank's liability on acceptances executed and
outstanding.......................................................................... 822,455
Subordinated notes and debentures....................................................... 1,308,000
Other liabilities....................................................................... 2,846,649
-----------
Total liabilities....................................................................... 58,624,027
-----------
EQUITY CAPITAL
Common stock............................................................................ 1,135,284
Surplus................................................................................. 815,314
Undivided profits and capital reserves.................................................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities........................................................ (7,956)
Cumulative foreign currency translation adjustments..................................... (31,510)
-----------
Total equity capital.................................................................... 5,912,899
-----------
Total liabilities and equity capital.................................................... $64,536,926
===========
</TABLE>
- ---------------------------------------------------------------
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 25(h)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
-------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------
Fleet Capital Trust X
(Exact name of obligor as specified in its charter)
Delaware 04-6874161
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
-------------
Preferred Securities
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
- -----------------------------------------------------
Name Address
- -----------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................... $5,597,807
Interest-bearing balances............................................................ 4,075,775
Securities:
Held-to-maturity securities.......................................................... 785,167
Available-for-sale securities........................................................ 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income...................................................................38,028,772
LESS: Allowance for loan and
lease losses................................................................568,617
LESS: Allocated transfer risk
reserve......................................................................16,352
Loans and leases, net of unearned income,
allowance, and reserve............................................................. 37,443,803
Trading Assets.......................................................................... 1,563,671
Premises and fixed assets (including capitalized
leases).............................................................................. 683,587
Other real estate owned................................................................. 10,995
Investments in unconsolidated subsidiaries and
associated companies................................................................. 184,661
Customers' liability to this bank on acceptances
outstanding.......................................................................... 812,015
Intangible assets....................................................................... 1,135,572
Other assets............................................................................ 5,607,019
-----------
Total assets............................................................................ $64,536,926
===========
LIABILITIES
Deposits:
In domestic offices.................................................................. $26,488,980
Noninterest-bearing........................................................10,626,811
Interest-bearing...........................................................15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................................................. 20,655,414
Noninterest-bearing...........................................................156,471
Interest-bearing...........................................................20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................................................. 3,729,439
Demand notes issued to the U.S.Treasury................................................. 257,860
Trading liabilities..................................................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less.......................................... 496,235
With remaining maturity of more than one year
through three years................................................................ 465
With remaining maturity of more than three years..................................... 31,080
Bank's liability on acceptances executed and
outstanding.......................................................................... 822,455
Subordinated notes and debentures....................................................... 1,308,000
Other liabilities....................................................................... 2,846,649
-----------
Total liabilities....................................................................... 58,624,027
-----------
EQUITY CAPITAL
Common stock............................................................................ 1,135,284
Surplus................................................................................. 815,314
Undivided profits and capital reserves.................................................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities........................................................ (7,956)
Cumulative foreign currency translation adjustments..................................... (31,510)
-----------
Total equity capital.................................................................... 5,912,899
-----------
Total liabilities and equity capital.................................................... $64,536,926
===========
</TABLE>
- ---------------------------------------------------------------
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 25(i)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
-------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------
Fleet Financial Group, Inc.
(Exact name of obligor as specified in its charter)
Rhode Island 05-0341324
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
-------------
Guarantee of Preferred Securities of Fleet Capital Trust VI
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
- -----------------------------------------------------
Name Address
- -----------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
-----------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................... $5,597,807
Interest-bearing balances............................................................ 4,075,775
Securities:
Held-to-maturity securities.......................................................... 785,167
Available-for-sale securities........................................................ 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income...................................................................38,028,772
LESS: Allowance for loan and
lease losses................................................................568,617
LESS: Allocated transfer risk
reserve......................................................................16,352
Loans and leases, net of unearned income,
allowance, and reserve............................................................. 37,443,803
Trading Assets.......................................................................... 1,563,671
Premises and fixed assets (including capitalized
leases).............................................................................. 683,587
Other real estate owned................................................................. 10,995
Investments in unconsolidated subsidiaries and
associated companies................................................................. 184,661
Customers' liability to this bank on acceptances
outstanding.......................................................................... 812,015
Intangible assets....................................................................... 1,135,572
Other assets............................................................................ 5,607,019
-----------
Total assets............................................................................ $64,536,926
===========
LIABILITIES
Deposits:
In domestic offices.................................................................. $26,488,980
Noninterest-bearing........................................................10,626,811
Interest-bearing...........................................................15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................................................. 20,655,414
Noninterest-bearing...........................................................156,471
Interest-bearing...........................................................20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................................................. 3,729,439
Demand notes issued to the U.S.Treasury................................................. 257,860
Trading liabilities..................................................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less.......................................... 496,235
With remaining maturity of more than one year
through three years................................................................ 465
With remaining maturity of more than three years..................................... 31,080
Bank's liability on acceptances executed and
outstanding.......................................................................... 822,455
Subordinated notes and debentures....................................................... 1,308,000
Other liabilities....................................................................... 2,846,649
-----------
Total liabilities....................................................................... 58,624,027
-----------
EQUITY CAPITAL
Common stock............................................................................ 1,135,284
Surplus................................................................................. 815,314
Undivided profits and capital reserves.................................................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities........................................................ (7,956)
Cumulative foreign currency translation adjustments..................................... (31,510)
-----------
Total equity capital.................................................................... 5,912,899
-----------
Total liabilities and equity capital.................................................... $64,536,926
===========
</TABLE>
- ---------------------------------------------------------------
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 25(j)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
-------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------
Fleet Financial Group, Inc.
(Exact name of obligor as specified in its charter)
Rhode Island 05-0341324
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
-------------
Guarantee of Preferred Securities of Fleet Capital Trust VII
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
- -----------------------------------------------------
Name Address
- -----------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
-------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................... $5,597,807
Interest-bearing balances............................................................ 4,075,775
Securities:
Held-to-maturity securities.......................................................... 785,167
Available-for-sale securities........................................................ 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income...................................................................38,028,772
LESS: Allowance for loan and
lease losses................................................................568,617
LESS: Allocated transfer risk
reserve......................................................................16,352
Loans and leases, net of unearned income,
allowance, and reserve............................................................. 37,443,803
Trading Assets.......................................................................... 1,563,671
Premises and fixed assets (including capitalized
leases).............................................................................. 683,587
Other real estate owned................................................................. 10,995
Investments in unconsolidated subsidiaries and
associated companies................................................................. 184,661
Customers' liability to this bank on acceptances
outstanding.......................................................................... 812,015
Intangible assets....................................................................... 1,135,572
Other assets............................................................................ 5,607,019
-----------
Total assets............................................................................ $64,536,926
===========
LIABILITIES
Deposits:
In domestic offices.................................................................. $26,488,980
Noninterest-bearing........................................................10,626,811
Interest-bearing...........................................................15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................................................. 20,655,414
Noninterest-bearing...........................................................156,471
Interest-bearing...........................................................20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................................................. 3,729,439
Demand notes issued to the U.S.Treasury................................................. 257,860
Trading liabilities..................................................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less.......................................... 496,235
With remaining maturity of more than one year
through three years................................................................ 465
With remaining maturity of more than three years..................................... 31,080
Bank's liability on acceptances executed and
outstanding.......................................................................... 822,455
Subordinated notes and debentures....................................................... 1,308,000
Other liabilities....................................................................... 2,846,649
-----------
Total liabilities....................................................................... 58,624,027
-----------
EQUITY CAPITAL
Common stock............................................................................ 1,135,284
Surplus................................................................................. 815,314
Undivided profits and capital reserves.................................................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities........................................................ (7,956)
Cumulative foreign currency translation adjustments..................................... (31,510)
-----------
Total equity capital.................................................................... 5,912,899
-----------
Total liabilities and equity capital.................................................... $64,536,926
===========
</TABLE>
- ---------------------------------------------------------------
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 25(k)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
-------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------
Fleet Financial Group, Inc.
(Exact name of obligor as specified in its charter)
Rhode Island 05-0341324
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
-------------
Guarantee of Preferred Securities of Fleet Capital Trust VIII
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
- -----------------------------------------------------
Name Address
- -----------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
--------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................... $5,597,807
Interest-bearing balances............................................................ 4,075,775
Securities:
Held-to-maturity securities.......................................................... 785,167
Available-for-sale securities........................................................ 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income...................................................................38,028,772
LESS: Allowance for loan and
lease losses................................................................568,617
LESS: Allocated transfer risk
reserve......................................................................16,352
Loans and leases, net of unearned income,
allowance, and reserve............................................................. 37,443,803
Trading Assets.......................................................................... 1,563,671
Premises and fixed assets (including capitalized
leases).............................................................................. 683,587
Other real estate owned................................................................. 10,995
Investments in unconsolidated subsidiaries and
associated companies................................................................. 184,661
Customers' liability to this bank on acceptances
outstanding.......................................................................... 812,015
Intangible assets....................................................................... 1,135,572
Other assets............................................................................ 5,607,019
-----------
Total assets............................................................................ $64,536,926
===========
LIABILITIES
Deposits:
In domestic offices.................................................................. $26,488,980
Noninterest-bearing........................................................10,626,811
Interest-bearing...........................................................15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................................................. 20,655,414
Noninterest-bearing...........................................................156,471
Interest-bearing...........................................................20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................................................. 3,729,439
Demand notes issued to the U.S.Treasury................................................. 257,860
Trading liabilities..................................................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less.......................................... 496,235
With remaining maturity of more than one year
through three years................................................................ 465
With remaining maturity of more than three years..................................... 31,080
Bank's liability on acceptances executed and
outstanding.......................................................................... 822,455
Subordinated notes and debentures....................................................... 1,308,000
Other liabilities....................................................................... 2,846,649
-----------
Total liabilities....................................................................... 58,624,027
-----------
EQUITY CAPITAL
Common stock............................................................................ 1,135,284
Surplus................................................................................. 815,314
Undivided profits and capital reserves.................................................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities........................................................ (7,956)
Cumulative foreign currency translation adjustments..................................... (31,510)
-----------
Total equity capital.................................................................... 5,912,899
-----------
Total liabilities and equity capital.................................................... $64,536,926
===========
</TABLE>
- ---------------------------------------------------------------
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 25(l)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
-------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------
Fleet Financial Group, Inc.
(Exact name of obligor as specified in its charter)
Rhode Island 05-0341324
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
-------------
Guarantee of Preferred Securities of Fleet Capital Trust IX
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
- -----------------------------------------------------
Name Address
- -----------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
-------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................... $5,597,807
Interest-bearing balances............................................................ 4,075,775
Securities:
Held-to-maturity securities.......................................................... 785,167
Available-for-sale securities........................................................ 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income...................................................................38,028,772
LESS: Allowance for loan and
lease losses................................................................568,617
LESS: Allocated transfer risk
reserve......................................................................16,352
Loans and leases, net of unearned income,
allowance, and reserve............................................................. 37,443,803
Trading Assets.......................................................................... 1,563,671
Premises and fixed assets (including capitalized
leases).............................................................................. 683,587
Other real estate owned................................................................. 10,995
Investments in unconsolidated subsidiaries and
associated companies................................................................. 184,661
Customers' liability to this bank on acceptances
outstanding.......................................................................... 812,015
Intangible assets....................................................................... 1,135,572
Other assets............................................................................ 5,607,019
-----------
Total assets............................................................................ $64,536,926
===========
LIABILITIES
Deposits:
In domestic offices.................................................................. $26,488,980
Noninterest-bearing........................................................10,626,811
Interest-bearing...........................................................15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................................................. 20,655,414
Noninterest-bearing...........................................................156,471
Interest-bearing...........................................................20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................................................. 3,729,439
Demand notes issued to the U.S.Treasury................................................. 257,860
Trading liabilities..................................................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less.......................................... 496,235
With remaining maturity of more than one year
through three years................................................................ 465
With remaining maturity of more than three years..................................... 31,080
Bank's liability on acceptances executed and
outstanding.......................................................................... 822,455
Subordinated notes and debentures....................................................... 1,308,000
Other liabilities....................................................................... 2,846,649
-----------
Total liabilities....................................................................... 58,624,027
-----------
EQUITY CAPITAL
Common stock............................................................................ 1,135,284
Surplus................................................................................. 815,314
Undivided profits and capital reserves.................................................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities........................................................ (7,956)
Cumulative foreign currency translation adjustments..................................... (31,510)
-----------
Total equity capital.................................................................... 5,912,899
-----------
Total liabilities and equity capital.................................................... $64,536,926
===========
</TABLE>
- ---------------------------------------------------------------
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 25(m)
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
-------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-------------
Fleet Financial Group, Inc.
(Exact name of obligor as specified in its charter)
Rhode Island 05-0341324
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
-------------
Guarantee of Preferred Securities of Fleet Capital Trust X
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
- -----------------------------------------------------
Name Address
- -----------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 30th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
---------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
<PAGE> 4
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................... $5,597,807
Interest-bearing balances............................................................ 4,075,775
Securities:
Held-to-maturity securities.......................................................... 785,167
Available-for-sale securities........................................................ 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income...................................................................38,028,772
LESS: Allowance for loan and
lease losses................................................................568,617
LESS: Allocated transfer risk
reserve......................................................................16,352
Loans and leases, net of unearned income,
allowance, and reserve............................................................. 37,443,803
Trading Assets.......................................................................... 1,563,671
Premises and fixed assets (including capitalized
leases).............................................................................. 683,587
Other real estate owned................................................................. 10,995
Investments in unconsolidated subsidiaries and
associated companies................................................................. 184,661
Customers' liability to this bank on acceptances
outstanding.......................................................................... 812,015
Intangible assets....................................................................... 1,135,572
Other assets............................................................................ 5,607,019
-----------
Total assets............................................................................ $64,536,926
===========
LIABILITIES
Deposits:
In domestic offices.................................................................. $26,488,980
Noninterest-bearing........................................................10,626,811
Interest-bearing...........................................................15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................................................. 20,655,414
Noninterest-bearing...........................................................156,471
Interest-bearing...........................................................20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................................................. 3,729,439
Demand notes issued to the U.S.Treasury................................................. 257,860
Trading liabilities..................................................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less.......................................... 496,235
With remaining maturity of more than one year
through three years................................................................ 465
With remaining maturity of more than three years..................................... 31,080
Bank's liability on acceptances executed and
outstanding.......................................................................... 822,455
Subordinated notes and debentures....................................................... 1,308,000
Other liabilities....................................................................... 2,846,649
-----------
Total liabilities....................................................................... 58,624,027
-----------
EQUITY CAPITAL
Common stock............................................................................ 1,135,284
Surplus................................................................................. 815,314
Undivided profits and capital reserves.................................................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities........................................................ (7,956)
Cumulative foreign currency translation adjustments..................................... (31,510)
-----------
Total equity capital.................................................................... 5,912,899
-----------
Total liabilities and equity capital.................................................... $64,536,926
===========
</TABLE>
- ---------------------------------------------------------------
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
