SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12 (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
FLEET FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Rhode Island 05-0341324
(State of incorporation or (IRS Employer Identification no.)
organization)
One Federal Street, Boston, Massachusetts 02110
(Address of principal executive offices) (zip code)
(617) 346-4000
(Registrant's telephone number, including area code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of pursuant to Section 12(g) of the
the Exchange Act and is effective Exchange Act and is effective pursuant
pursuant to General Instruction A.(c), to General Instruction A.(d), please
please check the following box. [X] check the following box. [ ]
Securities Act registration statement file number to which this form
relates: ______________
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: none
<PAGE>
The Registrant hereby amends and restates in its entirety Items 1 and 2 of
its Registration Statement for Registration of Certain Classes of Securities
pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 on Form
8-A filed with the Securities and Exchange Commission (the "Commission") on
December 4, 1990, which Form 8-A was amended by a Form 8-A/A filed with the
Commission on September 6, 1991, and by a Form 8-A/A filed with the Commission
on March 17, 1995.
Item 1. Description of Registrant's Securities to be Registered.
On November 21, 1990 (the "Declaration Date"), the Board of Directors of
Fleet Financial Group, Inc. (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common stock,
$1.00 par value per share (the "Common Stock"), of the Company. The dividend is
payable on December 4, 1990 (the "Record Date") to the shareholders of record on
that date. Each Right, when exercisable, will entitle the registered holder to
purchase from the Company one one-hundredth of a share of Cumulative
Participating Junior Preferred Stock, $1.00 par value per share (the "Preferred
Stock"), of the Company, at an exercise price of $50 per one one-hundredth of a
share of Preferred Stock (the "Purchase Price"), subject to certain adjustments.
The Rights will not be represented by separate certificates and will not
be exercisable or transferable apart from the Common Stock until the earlier to
occur of (i) the tenth day after a public announcement by the Company (x) that a
person or group or affiliated or associated persons has acquired, or obtained
the right to acquire, beneficial ownership (as defined in the Rights Agreement)
of 10% or more (or, in the case of a qualifying institutional investor, acting
in the ordinary course of business and not with the purpose of changing or
influencing control of the Company - a "Qualifying Investor" - 15% or more) of
the outstanding shares of Common Stock, (y) that any person or group of
affiliated or associated persons, which beneficially owned 10% (or, in the case
of a Qualifying Investor, 15%) of the outstanding shares on November 21, 1990,
or which acquired beneficial ownership of 10% (or, in the case of a Qualifying
Investor, 15%) of the outstanding shares as a result of any repurchase of shares
by the Company, thereafter acquired beneficial ownership of additional shares
constituting 1% or more of the outstanding shares (any person described in
clause (x), (y) or (z) being an "Acquiring Person"); and (ii) the tenth day (or
such later day as may be determined by action of the Board of Directors of the
Company prior to such time as any person becomes an Acquiring Person) after the
date of the commencement of a tender or exchange offer by any person (other than
the Company) to acquire (when added to any shares as to which such person is the
beneficial owner immediately prior to such commencement) beneficial ownership of
10% or more of the issued and outstanding shares of Common Stock (the earlier of
such dates being called the "Distribution Date").
On March 28, 1991 and July 12, 1991 (the "First Amendment" and the "Second
Amendment," respectively) the Company and the Rights Agent (as hereinafter
defined) amended the Rights Agreement, dated November 21, 1990 between the
Company and Fleet National Bank, as Rights Agent (the "Rights Agent") (the
"Rights Agreement"). Together, the First Amendment and the Second Amendment
amend the definition of "Acquiring Person" in the Rights Agreement to permit the
sale of 1,415,000 shares of Registrants' Dual Convertible Preferred Stock and
the issuance of stock purchase rights to purchase 6,500,000 shares of
Registrant's common stock to Whitehall Associates, L.P. and KKR Partners II,
L.P. (collectively, "KKR") (as described in Registrant's Current Report
<PAGE>
on Form 8-K, dated July 12, 1991) without KKR becoming an Acquiring Person under
the Rights Agreement, which event, but for the First Amendment and Second
Amendment, would have given rise to the distribution of the Rights. The First
Amendment and Second Amendment also add provisions allowing the Board of
Directors of Registrant to determine that a person who had become an Acquiring
Person had done so inadvertently and therefore that such event was not a
triggering event.
In connection with an Agreement and Plan of Merger dated February 20, 1995
by and among the Company and Shawmut National Corporation (the "Shawmut Merger
Agreement"), the Fleet Board of Directors approved a third amendment (the "Third
Amendment") to the Rights Agreement so that neither the execution and delivery
of the Shawmut Merger Agreement nor the execution and delivery of the Stock
Option Agreements would constitute an event that would allow exercise of the
rights under the Rights Agreement.
In connection with an Agreement and Plan of Merger (the "BankBoston Merger
Agreement") dated March 14, 1999 by and between the Company and BankBoston
Corporation (the " BankBoston Merger Agreement"), the Fleet Board of Directors
approved a fourth amendment (the "Fourth Amendment") to the Rights Agreement so
that none of the execution and delivery of the BankBoston Merger Agreement, the
execution and delivery of the Stock Option Agreement, dated March 14, 1999, by
Fleet, as issuer, and BankBoston, as grantee, or the transactions contemplated
in connection with such agreements would constitute an event that would allow
exercise of the rights under the Rights Agreement.
The Rights will first become exercisable on the Distribution Date (unless
sooner redeemed) and could then begin trading separately from the Common Stock.
The Rights will expire on November 21, 2000 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed by the Company.
In the event any person becomes an Acquiring Person, the Rights would give
holders (other than such Acquiring Person and its transferees) the right to buy,
for the Purchase Price (and in lieu of Preferred Stock), Common Stock with a
market value of twice the Purchase Price. If, at the time the Rights become
exercisable for Common Stock, there is not a sufficient number of shares of
Common Stock authorized so as to provide for the exercise of all Rights entitled
to be exercised, the Company will be required to substitute preferred stock,
debt securities, cash or other property with a value equal to that of the shares
of Common Stock for which the Rights are exercisable, unless the Board is able
to cause a sufficient number of shares of Common Stock to be authorized within
90 days after the date the Rights become so exercisable.
At any time after any person becomes an Acquiring Person, the Board may,
at its option and in lieu of any transaction described in the preceding
paragraph, exchange the outstanding and exercisable Rights (other than Rights
held by any such Acquiring Person and its transferees) for shares of Common
Stock or Common Stock equivalents at an exchange ratio of one share of Common
Stock per Right, subject to certain adjustments.
In any merger or consolidation involving the Company after the Rights
become exercisable, each Right will be converted into the right to purchase, for
the Purchase Price, common stock of the surviving corporation (which may be the
Company) with a market value of twice the Purchase Price.
<PAGE>
The Rights Agreement may be amended, or the Rights redeemed for $.01 each
(payable in cash or securities), by the Board of Directors of the Company at any
time until there is an Acquiring Person. Thereafter, the Board of Directors can
amend the Rights Agreement only to eliminate ambiguities or to provide
additional benefits to the holders of the Rights (other than the Acquiring
Person).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Stock) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of a
share of Preferred Stock issuable upon exercise of each Right are also subject
to adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Preferred Stock will be entitled to a minimum preferential quarterly
dividend payment of $1 per share but will be entitled to an aggregate dividend
of 100 times the dividend declared per share of Common Stock. In the event of
liquidation, the holders of the Preferred Stock will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per share of Common Stock. Each
share of Preferred Stock will have 100 votes, voting together with the Common
Stock. Finally, in the event of any merger, consolidation or other transaction
in which Common Stock is exchanged, each share of Preferred Stock will be
entitled to receive 100 times the amount received per share of Common Stock.
These rights are protected by customary antidilution provisions.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
<PAGE>
One Right will be distributed to shareholders of the Company for each
share of Common Stock owned of record by them on the Record Date. Until the
Distribution Date, the Company will issue one Right with each share of Common
Stock that shall become outstanding so that all shares of Common Stock will have
attached Rights. The Company has initially authorized and reserved 1,500,000
shares of Preferred Stock for issuance upon exercise of the Rights. As of
November 29, 1990 there were 110,034,125 shares of Common Stock issued and
outstanding.
The Rights have certain "anti-takeover" effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company, except pursuant
to an offer conditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors prior to the time that there is an Acquiring
Person (at which time holders of the Rights become entitled to exercise their
Rights for shares of Common Stock at one-half the market price), since until
such time the Rights generally may be redeemed by the Board of Directors of the
Company at $.01 per Right.
The present distribution of the Rights is not taxable to the Company nor
to its shareholders. The Rights are not dilutive and will not affect reported
earnings per share. The Company will receive no proceeds from the issuance of
the Rights as a dividend.
The (a) Rights Agreement specifying the terms of the Rights, which
includes as exhibits the form of Statement of Resolutions Establishing
Cumulative Participating Junior Preferred Stock containing the terms of the
Preferred Stock, the form of Right Certificate and the Summary of Rights to
Purchase Preferred Stock, was attached as an exhibit to the Company's Form 8-A
filed with the Securities and Exchange Commission on December 4, 1990, (b) First
Amendment and Second Amendment were attached as exhibits to the Company's Form
8-A/A filed with the Securities and Exchange Commission on September 6, 1991,
(c) Third Amendment was attached as an exhibit to the Company's Form 8-A/A filed
with the Securities and Exchange Commission on March 17, 1995 and (d) Fourth
Amendment is attached as an exhibit hereto. Each such exhibit is hereby
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to such exhibits.
Item 2. Financial Statements, Pro Forma Financial Information and Exhibits.
1. Form of Rights Agreement dated as of November 21, 1990 (incorporated by
reference to Exhibit 1 of Fleet's Form 8-A filed with the Securities and
Exchange Commission on December 4, 1990).
2. First Amendment to Rights Agreement dated March 28, 1991 (incorporated
by reference to Exhibit 2 to Fleet's Form 8-A/A filed with the
Commission on September 6, 1991).
3. Second Amendment to Rights Agreement dated July 12, 1991 (incorporated
by reference to Exhibit 3 to Fleet's Form 8-A/A filed with the
Commission on September 6, 1991).
4. Third Amendment to Rights Agreement dated February 20, 1995
(incorporated by reference to Exhibit 4 to Fleet's Form 8-A/A filed with
the Commission on March 17, 1995).
<PAGE>
5. Fourth Amendment to Rights Agreement dated March 14, 1999.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
FLEET FINANCIAL GROUP, INC.
/s/ William C. Mutterperl
--------------------------
Name: William C. Mutterperl
Title: Secretary and General Counsel
Date: May 5, 1999
<PAGE>
EXHIBIT INDEX
1. Form of Rights Agreement dated as of November 21, 1990 (incorporated by
reference to Exhibit 1 of Fleet's Form 8-A filed with the Securities and
Exchange Commission on December 4, 1990).
2. First Amendment to Rights Agreement dated March 28, 1991 (incorporated
by reference to Exhibit 2 to Fleet's Form 8-A/A filed with the
Commission on September 6, 1991).
3. Second Amendment to Rights Agreement dated July 12, 1991 (incorporated
by reference to Exhibit 3 to Fleet's Form 8-A/A filed with the
Commission on September 6, 1991).
4. Third Amendment to Rights Agreement dated February 20, 1995
(incorporated by reference to Exhibit 4 to Fleet's Form 8-A/A filed with
the Commission on March 17, 1995).
5. Fourth Amendment to Rights Agreement dated March 14, 1999.
Exhibit 5
AMENDMENT NO. 4 TO RIGHTS AGREEMENT
This AMENDMENT NO. 4, dated as of March 14, 1999, is between Fleet Financial
Corp., a Rhode Island corporation (the "Company"), and Fleet National Bank, a
national banking association (the "Rights Agent").
W I T N E S S E T H T H A T :
WHEREAS, the Company and the Rights Agent are parties to a certain Rights
Agreement, dated as of November 21, 1990, as amended by a First Amendment to
Rights Agreement dated February 28, 1991, a Second Amendment to Rights Agreement
dated July 12, 1991, and a Third Rights Agreement dated February 20, 1995, which
agreement as amended is hereby incorporated by reference herein and made a part
hereof (as amended, the "Agreement"); and
WHEREAS, BankBoston Corporation, a Massachusetts corporation ("BankBoston") and
the Company propose to enter into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which BankBoston will merge with and into the Company
(the "Merger"), and a related Stock Option Agreement by and between the Company,
as issuer, and BankBoston, as grantee (the "Option Agreement"), which agreements
have been approved by the Company's Board of Directors; and
WHEREAS, the Board of Directors of the Company has determined that an amendment
to the Agreement as set forth herein is necessary and desirable in connection
with the foregoing and the Company and the Rights Agent desire to evidence such
amendment in writing;
WHEREAS, such amendment is permitted pursuant to Section 27 of
the Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set
forth herein, the Agreement is hereby amended as follows:
1. Section 1 of the Rights Agreement is supplemented to add the following
definitions in the appropriate locations:
"BankBoston" shall mean BankBoston Corporation, a
Massachusetts corporation.
"Merger Agreement" shall mean the Agreement and Plan of Merger,
dated as of March 14, 1999, by and between the Company and
BankBoston, as it may be amended from time to time.
<PAGE>
"Merger" shall have the meaning set forth in the
Merger Agreement.
"Option Agreement" shall mean the stock option agreement, dated as
of March 14, 1999, by and between the Company, as issuer, and
BankBoston, as grantee, as it may be amended from time to time.
2. Paragraph (aa) of the definition of "Acquiring Person" in Section 1(a) of the
Agreement shall be amended and restated to read in its entirety as follows:
; and (aa) BankBoston shall not become an "Acquiring Person" solely by
means of (i) the execution and delivery of the Merger Agreement, which
provides for the merger of BankBoston with and into the Company, (ii)
execution and delivery of the Option Agreement, which grants BankBoston
the right to acquire 113,127,918 shares of Common Stock (or such greater
number of shares of Common Stock provided by the anti-dilution provisions
of the Option Agreement) at an exercise price of $44.75 per share under
certain circumstances, (iii) the consummation of the Merger or the other
transactions contemplated in connection with the Merger Agreement and the
Option Agreement, including the exercise of the option granted under the
Option Agreement.
3. Section 3(a) of the Agreement is amended to add the following
sentence at the end thereof:
Notwithstanding anything in this Agreement to the contrary, a Distribution
Date shall not be deemed to have occurred solely as the result of (i) the
execution and delivery of the Merger Agreement, (ii) the execution and
delivery of the Option Agreement, and (iii) the consummation of the Merger
or the other transactions contemplated in connection with the Merger
Agreement and the Option Agreement, including the exercise of the option
granted under the Option Agreement.
4. Section 13 of the Agreement is amended to add the following paragraph at the
end thereof:
Notwithstanding anything in this Agreement to the contrary, none of (i)
the execution and delivery of the Merger Agreement (ii) the execution and
delivery of the Option Agreement, or (iii) the consummation of the Merger
or the other transactions contemplated in connection with the Merger
Agreement and the Option Agreement, including the exercise of the option
granted under the Option Agreement, shall be deemed to be events of the
<PAGE>
type described in the first sentence of this Section 13 or cause the
Rights to be adjusted or exercisable in accordance with, or any other
action to be taken or obligation to arise pursuant to, this Section 13.
5. This Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument. If any
provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be effected, impaired or invalidated.
6. Except as modified and amended hereby, the Agreement shall remain
in full force and effect and is in all other respects ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 4 to be duly executed as of the day and year first above written.
FLEET FINANCIAL GROUP
/s/ H. Jay Sarles
-----------------
Name: H. Jay Sarles
Title: Vice Chairman and Chief
Administrative Officer
FLEET NATIONAL BANK
/s/ William C. Mutterperl
--- ---------------------
Name: William C. Mutterperl
Title: Senior Vice President
