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) May 1, 1996
------------------------------------------------------------
FLEET MORTGAGE GROUP, INC.
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
RHODE ISLAND
-----------------------------------------------
(State or other jurisdiction of incorporation)
1-11268 05-0483692
----------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
1333 Main Street, Columbia, South Carolina 29201
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 803-929-7900
------------
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
-------------
On May 1, 1996, Fleet Financial Group, Inc.("FFG"),
the sole stockholder of the Registrant, executed a Second
Supplemental Indenture dated May 1, 1996, among Fleet Mortgage
Group, Inc. ("FMG"), FFG, as Guarantor, and The Bank of New
York, Trustee ( the "Second Supplemental Indenture") to the
Indenture dated August 1, 1992 and supplemented as of April
30, 1995 between FMG and NationsBank of Georgia, National
Association, Trustee (the "Indenture"). Pursuant to the terms
of the Second Supplemental Indenture, FFG guaranteed all of
the debt of the Registrant issued or issuable pursuant to the
terms of the Indenture.
Item 7. Financial Statements and Other Exhibits.
----------------------------------------
Exhibit No. Description
----------- -----------
Exhibit 4(c) Second Supplemental Indenture dated May 1,
1996, among FMG, FFG, as Guarantor, and
The Bank of New York, Trustee to the
Indenture dated August 1, 1992 and
supplemented as of April 30, 1995 between
FMG and NationsBank of Georgia, National
Association, Trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed in its behalf
by the undersigned hereunto duly authorized.
FLEET MORTGAGE GROUP, INC.
Registrant
By: /s/Peter F. Makowiecki
---------------------------
Peter F. Makowiecki
Senior Vice President
and Controller
Dated: May 13, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
Exhibit 4 (c) Second Supplemental Indenture dated May 1, 1996, among
Fleet Mortgage Group, Inc., Fleet Financial Group, Inc.,
as Guarantor, and The Bank of New York, Trustee to the
Indenture dated August 1, 1992 and supplemented as of
April 30, 1995 between Fleet Mortgage Group, Inc. and
NationsBank of Georgia, National Association, Trustee.
EXHIBIT 4(c)
SECOND SUPPLEMENTAL INDENTURE
Dated as of May 1, 1996
AMONG
FLEET MORTGAGE GROUP, INC.,
FLEET FINANCIAL GROUP, INC., as Guarantor
AND
THE BANK OF NEW YORK, Trustee
TO
INDENTURE
Dated as of August 1, 1992 and
Supplemented as of April 30, 1995
BETWEEN
FLEET MORTGAGE GROUP, INC.
AND
NATIONSBANK OF GEORGIA, N.A., Trustee
<PAGE>
SECOND SUPPLEMENTAL INDENTURE, dated as of May 1, 1996 by and among
Fleet Mortgage Group, Inc., a Rhode Island corporation (formerly Fleet Mortgage
Acquisition Co., the "Company"), Fleet Financial Group, Inc., a Rhode Island
corporation (the "Guarantor"), as guarantor, and The Bank of New York, a New
York bank (the "Trustee").
WHEREAS, Fleet Mortgage Group, Inc., predecessor to the Company
("Predecessor FMG"), and NationsBank of Georgia, N.A., predecessor to the
Trustee, have heretofore entered into an Indenture, dated as of August 1, 1992
between the Company and the Trustee (the "Indenture") pursuant to which the
Company has heretofore issued $869,025,000 in aggregate principal amount of
Outstanding Securities (such term and all other defined terms used herein and
not otherwise defined shall have the meaning set forth in the Indenture); and
WHEREAS, Predecessor FMG merged with and into the Company as of April
30, 1995 (the "Merger"); and
WHEREAS, Predecessor FMG, the Company and NationsBank of Georgia, N.A.,
predecessor to the Trustee, have heretofore entered into a First Supplemental
Indenture, dated as of April 30, 1995 (the "First Supplemental Indenture"),
pursuant to which the Company assumed all of Predecessor FMG's obligations under
the Indenture and the Securities as a result of consummation of the Merger; and
WHEREAS, as of the date hereof, the Guarantor is contributing all of
the issued and outstanding capital stock of the Company to the Company's
wholly-owned subsidiary, Fleet National Bank; and
WHEREAS, in consideration of such contribution, the Guarantor has
agreed to guarantee (a) the due and punctual payment of the principal of and
premium (if any) and interest on all Outstanding Securities and all Securities
issued under the Indenture from and after the date hereof and (b) the
performance of all of the Company's obligations under the Indenture; and
WHEREAS, Section 901 of the Indenture provides, among other things,
that, without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental to the Indenture, in form satisfactory
to the Trustee, for certain stated purposes, including:
(a) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities, and
(b) to cure any ambiguity, to correct or supplement any provision, or
to make any other provisions with respect to matters or questions
arising under the Indenture, provided such action shall not adversely
affect the interests of the Holders of Securities of any series in any
material respect; and
WHEREAS, Section 906 of the Indenture provides, among other things,
that Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to Article Nine of the Indenture may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture; and
WHEREAS, the Company and the Guarantor by due corporate action have
determined to execute a supplemental indenture in substantially the form of this
Second Supplemental Indenture, and all things necessary to make this Second
Supplemental Indenture a valid, binding and legal agreement have been done and
performed;
NOW, THEREFORE, for and in consideration of the premises, and of other
valuable considerations the receipt whereof is hereby acknowledged, the Company
and the Guarantor each covenants and agrees with the Trustee, for the equal and
proportionate benefit of all Holders, as follows:
ARTICLE ONE
Guarantee
Section 101. The Guarantor hereby guarantees (a) the due and punctual
payment of the principal of and premium (if any) and interest on each of the
Outstanding Securities and all Securities issued under the Indenture from and
after the date hereof, when and as the same become due and payable, whether upon
acceleration, redemption or maturity, according to the terms of such Outstanding
Securities or Securities and those of the Indenture, and the Guarantor shall
make any such payment in the event that the Company fails to do so and (b) the
performance of all of the Company's obligations under the Indenture.
ARTICLE TWO
Legending of Securities
Section 201. In accordance with the provisions of Section 906 of the
Indenture, Securities authenticated and delivered after the execution of this
Second Supplemental Indenture, in respect of Outstanding Securities, shall be
stamped, imprinted or otherwise legended with a notation as follows:
"Effective May 1, 1996, Fleet Financial Group, Inc., a Rhode Island
corporation (the "Guarantor"), guaranteed the due and punctual payment of the
principal of and premium (if any) and interest on this Security, when and as the
same become due and payable, whether upon acceleration, redemption or stated
maturity, according to the terms of this Security and those of the Indenture,
dated as of August 1, 1992, as Supplemented as of April 30, 1995, referred to in
this Security. Such Indenture has been supplemented and amended by a Second
Supplemental Indenture, dated as of May 1, 1996, to provide, among other things,
for such guarantee. Reference is hereby made to such Second Supplemental
Indenture, copies of which are on file with the Trustee, for a description of
the amendments therein made."
ARTICLE THREE
Miscellaneous
Section 301. The Trustee accepts the provisions of this Second
Supplemental Indenture upon the terms and conditions set forth in the Indenture;
provided, however, that the foregoing acceptance shall not make the Trustee
responsible in any manner whatsoever for the correctness of recitals or
statements by other parties herein and the Trustee shall not be responsible or
accountable in any manner for, or with respect to, the validity or sufficiency
of this Second Supplemental Indenture or of the Securities.
Section 302. Any notice or demand required or permitted by this Second
Supplemental Indenture or the Indenture to be given or served by the Trustee or
the Company shall be given or served in accordance with Section 105 of the
Indenture, and a copy of any such notice or demand shall be sent concurrently to
the Guarantor by certified mail. The address of the Guarantor for the purpose of
any such notice or demand (until another address is filed by the Guarantor with
the Trustee) shall be:
Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
Attn: Treasurer
Section 303. Except as hereby expressly provided, the Indenture, as
heretofore supplemented and amended by the First Supplemental Indenture and this
Second Supplemental Indenture is in all respects ratified and confirmed and all
its terms, provisions and conditions shall be and remain in full force and
effect.
Section 304. The Article headings in this Second Supplemental Indenture
are for convenience only and shall not affect the construction hereof.
Section 305. All covenants and agreements in this Second Supplemental
Indenture by the Company and the Guarantor shall bind their respective
successors and assigns, whether so expressed or not.
Section 306. This Second Supplemental Indenture may be executed in any
number of counterparts, each of which shall be deemed an original, and such
counterparts shall together constitute but one and the same instrument.
Section 307. This Second Supplemental Indenture shall be construed in
accordance with and governed by the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
[Seal]: FLEET MORTGAGE GROUP, INC.
Attest: /s/ Jed P. Sonstroem By /s/Gerald L. Baker
-------------------- -------------------------
Name: Gerald L. Baker
Title: Chairman, President and
Chief Executive Officer
[seal] FLEET FINANCIAL GROUP, INC.
Attest: /s/Lauren A. Mogensen By /s/Eugene M. McQuade
--------------------- ---------------------------
Name: Eugene M. McQuade
Title: Executive Vice President and
Chief Financial Officer
[seal] THE BANK OF NEW YORK,
as Trustee
Attest: /s/Tammy Stegall By /s/Sandra Carreker
--------------------- --------------------------
Name: Sandra Carreker
Title: Agent
<PAGE>
STATE OF SOUTH CAROLINA
COUNTY OF RICHMOND
On the day 30th of April, 1996, before me personally came Gerald L. Baker,
to me known, who, being by me duly sworn, did depose and say that he/she is
Chairman, President and Chief Executive Officer of FLEET MORTGAGE GROUP, INC.,
one of the corporations described in and which executed the foregoing
instrument; that he/she knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he/she signed
his/her name thereto by like authority.
[Notarial Seal] /s/ Kathryn Howell
-------------------------------
NOTARY PUBLIC
My Commission Expires: 3/20/95
STATE OF NEW YORK
COUNTY OF NEW YORK
On the 30th day of April, 1996, before me personally came Eugene M.
McQuade, to me known, who, being by me duly sworn, did depose and say that he is
the Executive Vice President of FLEET FINANCIAL GROUP, INC., one of the
corporations described in and which executed the foregoing instrument; that
he/she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he/she signed his/her name
thereto by like authority.
[Notarial Seal] /s/ Karen S. Stenberg
------------------------------
NOTARY PUBLIC
My Commission Expires: June 22, 1996
STATE OF FLORIDA
COUNTY OF DUVAL
On the 30th day of April, 1996, before me personally came Sandra Carreker,
to me known, who, being duly sworn, did depose and say that she is Agent of THE
BANK OF NEW YORK, one of the corporations described in and which executed the
foregoing instruments; that he/she knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and that he/she
signed his/her name thereto by like authority.
[Notarial Seal] /s/ Deborah T. Daly
--------------------------------
NOTARY PUBLIC
My Commission Expires: 11-20-98
