FLEET FINANCIAL GROUP INC
8-K, 1999-09-16
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of Earliest Event Reported): September 7, 1999

                           FLEET FINANCIAL GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)


          Rhode Island                1-6366             05-0341324
       ------------------------------------------------------------------
       (State or other           (Commission File      (IRS Employer
       jurisdiction of                Number)          Identification
       incorporation)                                     Number)


              One Federal Street, Boston, Massachusetts   02110
             ------------------------------------------------------
               (Address of principal executive offices) (zip code)

                                 (617) 346-4000
                                 --------------
              (Registrant's telephone number, including area code)




<PAGE>


Item 5. Other Events.

     On March 14, 1999,  Fleet Financial  Group,  Inc.  ("Fleet") and BankBoston
Corporation  ("BankBoston")  entered  into  an  Agreement  and  Plan  of  Merger
providing for the Merger of BankBoston  with and into Fleet.  In connection with
obtaining  required  regulatory  approvals  from the Board of  Governors  of the
Federal Reserve and the United States  Department of Justice,  Fleet and certain
Fleet and BankBoston banking subsidiaries have entered into an agreement to sell
278 branch  offices,  160 offsite  ATMs and 389 onsite  ATMs,  associated  small
business  and  middle  market  lending  relationships  and  portions  of support
operations  to  Sovereign  Bancorp  ("Sovereign").  It is  anticipated  that the
divestiture will be consummated in the first half of the year 2000.

     The approximately  $1.4 billion pre-tax  transaction which equates to a 12%
premium,  includes  approximately  $12 billion in deposits and  approximately $8
billion in loans.  It includes  about 176 branch  offices and 116 remote ATMs in
Massachusetts, 13 branches and 9 remote ATMs in New Hampshire, 50 branch offices
and 17 remote  ATMs in Rhode  Island,  and 39  branches  and 18  remote  ATMs in
Connecticut.   Also  included  in  the  acquisition   are  associated   regional
middle-market  and small business  loans,  as well as portions of:  BankBoston's
branch support units in Dorchester,  MA; the BankBoston  Consumer Lending Center
in Providence, RI; and the BankBoston Telebanking Center in East Providence, RI.

     The final  aggregate  purchase price will be calculated at closing and will
be based upon the level of deposits at closing.



<PAGE>


                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunder duly authorized.

                                   FLEET FINANCIAL GROUP, INC.



                                   By: /s/ William C. Mutterperl
                                      ------------------------------------------
                                       Name:     William C. Mutterperl
                                       Title:    Secretary and General Counsel


Date:  September 7, 1999



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