As filed with the Securities and Exchange Commission
on September 30, 1999
Registration No. 333-82433
--------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-4 ON
FORM S-8
Registration Statement under the Securities Act of 1933
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FLEET FINANCIAL GROUP, INC.
(exact name of issuer as specified in its articles)
Rhode Island 05-0341324
(State or other jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
One Federal Street
Boston, Massachusetts 02110
(617) 346-4000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
BANKBOSTON CORPORATION 1998 SHARED OPPORTUNITIES PROGRAM
BANKBOSTON CORPORATION SHARED OPPORTUNITIES PROGRAM
BANKBOSTON CORPORATION 1996 LONG-TERM INCENTIVE PLAN
BANKBOSTON CORPORATION 1991 LONG-TERM STOCK INCENTIVE PLAN
1998 STOCK OPTION PLAN FOR EMPLOYEES OF BANCBOSTON ROBERTSON STEPHENS INC.
BANKBOSTON CORPORATION 1986 STOCK OPTION PLAN
BANKBOSTON CORPORATION 1982 STOCK OPTION PLAN
THE BOSTON BANCORP 1994 STOCK OPTION PLAN
1988 STOCK OPTION PLAN FOR KEY EMPLOYEES OF BAYBANKS, INC. AND AFFILIATES
BANKBOSTON CORPORATION DIRECTOR RETIREMENT BENEFITS EXCHANGE PROGRAM
BANKBOSTON THRIFT-INCENTIVE 401(K) PLAN
BANKBOSTON CORPORATION 1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
BANKBOSTON CORPORATION DIRECTOR STOCK AWARD PLAN
(Full Titles of the Plans)
William C. Mutterperl, Esq.
Executive Vice President and General Counsel
Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
(617) 346-4000
(Name, address, including zip code, and telephone number,
including area code, of Agent for service of process)
Copy to:
William F. Robinson, Jr., Esq.
Fleet Financial Group, Inc.
75 State Street
Boston, MA 02109
(617) 346-4000
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 on Form S-8 amends the Registration
Statement No. 333-82433 which was previously filed on Form S-4 (the "Original
Registration Statement") in connection with the merger (the "Merger") of
BankBoston Corporation, a Massachusetts corporation ("BankBoston"), with and
into Fleet Financial Group, Inc., a Rhode Island corporation ("Fleet"). The
Original Registration Statement as amended by this Post-Effective Amendment No.
1 is referred to herein as the "Registration Statement." In connection with the
filing of the Original Registration Statement, 373,086,000 shares of the common
stock, par value $.01 per share, of Fleet ("Fleet Common Stock") were registered
with the Securities and Exchange Commission (the "Commission") and the
applicable fee was paid. The number of shares so registered pursuant to the
Original Registration Statement were those shares which are expected to be
distributed to the holders of the common stock, par value $1.00 per share, of
BankBoston ("BankBoston Common Stock") and those shares which are necessary to
be distributed, or reserved for issuance, to BankBoston employees and directors
in connection with certain employee benefit plans of BankBoston in effect at the
time of the merger as listed on the cover of this Post-Effective Amendment No.
1. Pursuant to the terms of the Merger, all outstanding BankBoston employee and
director stock options exercisable for BankBoston Common Stock under the stock
plans of BankBoston are to be converted into stock options exercisable for Fleet
Common Stock after the effective time of the Merger based on a formula which was
described in the Original Registration Statement and will be described in the
offering materials sent to holders of BankBoston stock options. In addition,
modifications will be made to the other BankBoston stock plans to provide for
the issuance of Fleet Common Stock in lieu of BankBoston Common Stock, as
provided in the relevant plan, after the effective time of the Merger; updated
offering materials also will be sent to participants in those plans.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by Fleet Financial Group, Inc.
(the "Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:
(a) The Registrant's latest Annual Report filed on Form 10-K for the
fiscal year ended December 31, 1998;
(b) Quarterly reports filed on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999;
(c) Current reports filed 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 and September 16, 1999;
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(d) The description of the Registrant's common stock contained in a
Registration Statement filed by Industrial National Corporation
(predecessor to the Registrant) on Form 8-B dated May 29, 1970, and
any amendment or report filed for the purpose of updating such
description; and
(e) The description of the Preferred Share Purchase Rights contained in
the Registration Statement on Form 8-A dated November 29, 1990 (as
amended by an Amendment to the Application on Form 8-A dated September
6, 1991 and a Form 8-A/A dated March 17, 1995).
The following documents heretofore filed by BankBoston Corporation
("BankBoston") with the Securities and Exchange Commission pursuant to the
Exchange Act are incorporated by reference in this Registration Statement:
(a) BankBoston's latest Annual Report filed on Form 10-K for the fiscal
year ended December 31, 1998;
(b) Quarterly reports filed on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999;
(c) Current reports filed on Form 8-K filed January 22, 1999, February 17,
1999, March 19, 1999, April 2, 1999, April 16, 1999, May 14, 1999,
July 16, 1999 and August 12, 1999;
(d) The description of BankBoston's common stock contained in the
Registration Statement filed under Section 12 of the Exchange Act, and
any amendment or report filed for the purpose of updating such
description; and
(e) The description of the Preferred Share Purchase Rights contained in
the Registration Statement on Form 8-A dated November 29, 1990 (as
amended through December 12, 1995).
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of common stock offered have been sold or which deregisters all
such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered hereby will be passed upon for the
Registrant by Edwards & Angell LLP, 101 Federal Street, Boston, Massachusetts
02110-1800. V. Duncan Johnson, a partner of Edwards & Angell, is a director of
Fleet National Bank, a wholly-owned subsidiary of Fleet, and beneficially owns
approximately 8,104 shares of Fleet common stock.
Item 6. Indemnification of Directors and Officers.
The Registrant's By-laws provide for indemnification to the extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law.
Such section, as adopted by the By-laws, requires the Registrant to indemnify
directors, officers, employees or agents against judgments, fines, reasonable
costs, expenses and counsel fees paid or incurred in connection with any
proceeding to which such director, officer, employee or agent or his legal
representative may be a party (or for testifying when not a party) by reason of
his being a director, officer, employee or agent, provided that such director,
officer, employee or agent shall have acted in good faith and shall have
reasonably believed (a) if he was acting in his official capacity that his
conduct was in the Registrant's best interest, (b) in all other cases that his
conduct was at least not opposed to its best interests, and (c) in the case of
any criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. The Registrant's By-laws provide that such rights to indemnification
are contract rights and that the expenses incurred by an indemnified person
shall be paid in advance of a final disposition of any proceeding, provided
however, that if required under applicable law, such person must deliver a
written affirmation that he has met the standards of care required under such
provisions to be entitled to indemnification and provides an undertaking by or
on behalf of such person to repay all amounts advanced if it is ultimately
determined that such person is not entitled to indemnification. With respect to
possible indemnification of directors, officers and controlling persons of the
Registrant for liabilities arising under the Securities Act of 1933 (the "Act")
pursuant to such provisions, the Registrant is aware that the Securities and
Exchange Commission has publicly taken the position that such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
A list of the exhibits included as part of this Post-Effective Amendment
No. 1 is set forth in the Exhibit Index which immediately precedes such exhibits
and is hereby incorporated by reference herein.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)of
the Act.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement (or
the most recent post-effective amendment thereto); and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's Annual
Report on Form 10-K pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated in this Registration Statement shall be deemed to be a
new registration statement relating to the
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securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, a copy of the Registrant's annual report to shareholders for its last
fiscal year, unless such person otherwise has received a copy of such report, in
which case the Registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report upon written request from the
person.
(d) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 6, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by a
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by itself is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Boston, and the Commonwealth of
Massachusetts, on September 30, 1999.
FLEET FINANCIAL GROUP, INC.
By: /s/ William C. Mutterperl
----------------------------------
William C. Mutterperl
Executive Vice President,
Secretary and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the true and lawful attorney-in-fact
for the following persons in the capacities indicated on September 30, 1999.
Signature Title
/s/ Terrence Murray Chairman, Chief Executive Officer and
- - ------------------------------------ Director
Terrence Murray
/s/ Eugene M. McQuade Vice Chairman and Chief Financial
- - ------------------------------------ Officer
Eugene M. McQuade
/s/ Robert C. Lamb, Jr. Controller and Chief Accounting Officer
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Robert C. Lamb, Jr
/s/ Joel B. Alvord Director
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Joel B. Alvord
/s/ William Barnet, III Director
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William Barnet, III
/s/ Bradford R. Boss Director
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Bradford R. Boss
/s/ Stillman B. Brown Director
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Stillman B. Brown
/s/ Paul J. Choquette, Jr. Director
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Paul J. Choquette, Jr.
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/s/ Kim B. Clark Director
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Kim B. Clark
/s/ John T. Collins Director
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John T. Collins
/s/ James F. Hardymon Director
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James F. Hardymon
/s/ Marian L. Heard Director
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Marian L. Heard
/s/ Robert M. Kavner Director
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Robert M. Kavner
/s/ Robert J. Matura Director
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Robert J. Matura
/s/ Arthur C. Milot Director
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Arthur C. Milot
/s/ Thomas D. O'Connor Director
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Thomas D. O'Connor
/s/ Michael B. Picotte Director
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Michael B. Picotte
/s/ Thomas C. Quick Director
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Thomas C. Quick
/s/ Lois D. Rice Director
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Lois D. Rice
/s/ Thomas M. Ryan Director
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Thomas M. Ryan
/s/ Samuel O. Their Director
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Samuel O. Their
/s/ Paul R. Tregurtha Director
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Paul R. Tregurtha
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by: /s/ William C. Mutterperl
- - ------------------------------------
William C. Mutterperl
Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT
NUMBER
EXHIBIT
2 Agreement and Plan of Merger, dated as of March 14, 1999, by and
between Fleet Financial Group, Inc., a Delaware corporation ("Fleet")
and BankBoston Corporation, a Massachusetts corporation ("BankBoston")
(incorporated by reference to Appendix A to the Joint Proxy
Statement-Prospectus included in the Original Registration
Statement).
3(i) Restated Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3(a) of Fleet's Form 10-K Annual Report for the
fiscal year ended December 31, 1995)
3(ii) Bylaws of the Registrant (incorporated by reference to Exhibit 3(b) of
Fleet's Form 10-K Annual Report for the fiscal year ended December 31,
1995)
5 Opinion of Edwards & Angell as to legality*
23(a) Consent of KPMG LLP*
23(b) Consent of Pricewaterhouse Coopers LLP*
23(c) Consent of Edwards & Angell (included in Exhibit 5)*
24 Powers of Attorney (included on page II-4 of the Original Registration
Statement)
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* Previously filed
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