-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JqqolaRrFP5ArqSAn2CA4zgK7Ph3PRnyHCDfTKcuz+tgUEUvyRpyHqjJAyW4O8aR vn4Qh39Sfv5vXvbHzhUqFA== 0000908662-98-000030.txt : 19980203 0000908662-98-000030.hdr.sgml : 19980203 ACCESSION NUMBER: 0000908662-98-000030 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980202 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEET FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000050341 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 050341324 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-42247 FILM NUMBER: 98519007 BUSINESS ADDRESS: STREET 1: ONE FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02211 BUSINESS PHONE: 6172922000 MAIL ADDRESS: STREET 1: ONE FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02211 FORMER COMPANY: FORMER CONFORMED NAME: FLEET FINANCIAL GROUP INC DATE OF NAME CHANGE: 19880110 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL NATIONAL CORP DATE OF NAME CHANGE: 19820512 S-4/A 1 S-4/A Registration Statement No. 333 - 42247 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 on Form S-8 Registration Statement Under the Securities Act of 1933 ------------------------------------ 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) FLEET FINANCIAL GROUP, INC./QUICK & REILLY GROUP, INC. STOCK OPTION PLAN (Full Title of the Plan) WILLIAM C. MUTTERPERL, ESQ. SENIOR 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: JOANNE H. MARCOUX, ESQ. FLEET FINANCIAL GROUP, INC. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE, RI 02903 (401) 278-6891 This Post-Effective Amendment No. 1 covers 701,838 shares of the Common Stock, $0.01 par value (including the associated preferred share purchase rights) (the "Common Stock"), of Fleet Financial Group, Inc. (the "Company") reserved for issuance under The Quick & Reilly Group, Inc. Stock Option Plan to be assumed by the Company in connection with the transactions contemplated by the Agreement and Plan of Merger dated as of September 16, 1997 and amended as of December 12, 1997 among the Company, FFG Acquisition Corp., a wholly-owned subsidiary of the Company, and The Quick & Reilly Group, Inc. ("Quick & Reilly"). Such shares of Common Stock were originally registered on the Company's Registration Statement on Form S-4 to which this is an amendment; accordingly, the registration fee in respect of such Common Stock was paid at the time of the original filing of the Registration Statement relating to such Common Stock. 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, check the following box. [X] Approximate Date of Commencement of Proposed Sale to Public: From time to time after the effective date of this Registration Statement. 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 year ended December 31, 1996; and (b) Quarterly reports filed on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997; (c) Current reports filed on Form 8-K dated January 15, 1997, February 4, 1997, April 16, 1997, July 16, 1997, October 15, 1997, November 10, 1997, December 10, 1997, January 15, 1998, January 15, 1998 and January 26, 1998; and (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 descriptions; and (e) The description of the Preferred Share Purchase Rights contained in the Registrant's Registration Statement on Form 8-A dated November 29, 1990 (as amended by an Amendment to Application or Report on Form 8-A dated September 6, 1991 and a Form 8-A/A dated March 17, 1995). All documents subsequently filed by the Registrant pursuant to Sections 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 of 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 to be 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. 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, One Hospital Trust Plaza, Providence, Rhode Island 02903. V. Duncan Johnson, Esq., a partner of Edwards & Angell, is a director of Fleet National Bank, a wholly-owned subsidiary of the Registrant, and beneficially owns 4,052 shares of 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 interests, (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 contracts 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. ITEM 8. EXHIBITS. A list of the exhibits included as part of this Registration Statement 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 Securities Act of 1933, as amended (the "Securities 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 Securities 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (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 Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement 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. (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 employee 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 employee. (d) Insofar as indemnification for liabilities arising under the Securities 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 Securities 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 such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its 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 Securities Act and will be governed by the final adjudication of such issue. 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-8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston, and Commonwealth of Massachusetts, on January 30, 1998. FLEET FINANCIAL GROUP, INC. /s/ William C. Mutterperl By:---------------------------------- WILLIAM C. MUTTERPERL SECRETARY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 30, 1998. Signature Title * - ---------------------------------- Chairman, Chief Executive Terrence Murray Officer and Director * - ---------------------------------- Vice Chairman and Eugene M. McQuade Chief Financial Officer * - ---------------------------------- Controller and Chief Accounting Officer Robert C. Lamb, Jr. * - ---------------------------------- Director Joel Alvord * - ---------------------------------- Director William Barnet, III * - ---------------------------------- Director Bradford R. Boss * - ---------------------------------- Director Stillman B. Brown * - ---------------------------------- Director Paul J. Choquette, Jr. * - ---------------------------------- Director John T. Collins * - ---------------------------------- Director James F. Hardymon * - ---------------------------------- Director Robert M. Kavner * - ---------------------------------- Director Raymond C. Kennedy * - ---------------------------------- Director Robert J. Matura * - ---------------------------------- Director Arthur C. Milot * - ---------------------------------- Director Thomas D. O'Connor * - ---------------------------------- Director Michael B. Picotte * - ---------------------------------- Director Lois D. Rice * - ---------------------------------- Director John R. Riedman * - ---------------------------------- Director Thomas M. Ryan * - ---------------------------------- Director Samuel O. Thier * - ---------------------------------- Director Paul R. Tregurtha /s/ William C. Mutterperl *By------------------------------- William C. Mutterperl Secretary Attorney-in-Fact EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT 4.1 Fleet Financial Group, Inc./Quick & Reilly Group, Inc. Stock Option Plan 4.2 Amendment No. 1 to Fleet Financial Group, Inc./Quick & Reilly Group, Inc. Stock Option Plan 4.3 Amendment No. 2 to Fleet Financial Group, Inc./Quick & Reilly Group, Inc. Stock Option Plan 4.4 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) 4.5 Bylaws of the Registrant (incorporated by reference to Exhibit 2 of Fleet's Registration Statement on Form 8-A dated February 27, 1996) 5 Opinion of Edwards & Angell 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Edwards & Angell (included in Opinion filed as Exhibit 5) EX-4 2 EHIBIT 4.1 EXHIBIT 4.1 DATE: JUNE 11, 1992 THE QUICK & REILLY GROUP, INC. STOCK OPTION PLAN 1. BACKGROUND; PURPOSE. (a) The Quick & Reilly Group, Inc. (the "Company") adopted the Quick & Reilly Specialist Corporation Stock Option Plan (the "Initial Plan") on February 1, 1989 pursuant to which options to purchase up to 750,000 shares of the Company's common stock, par value $.10 per share (the "Common Stock") may be awarded to directors, officers and/or employees of Quick & Reilly Specialist Corporation. Quick & Reilly Specialist Corporation changed its name to JJC Specialist Corp. and on August 15, 1990, the Initial Plan was amended to change its name to JJC Specialist Corp. Stock Option Plan. The Company has now decided to further amend the Initial Plan to change its name to The Quick & Reilly Group, Inc. Stock Option Plan, to provide for the grant of options to purchase Common Stock to directors, officers and/or employees of the Company and each of its wholly-owned subsidiaries and to increase the number of shares as to which options may be granted to 1,500,000 shares (as so amended, the "Plan") and to restate the Plan in its entirety herein. (b) The purpose of the Plan is to provide additional incentives to certain individuals eligible to participate in the Plan to advance the interests of the Company by giving them an opportunity to participate in an increase in the market value of shares of the Company's Common Stock. The Plan provides for the grant to directors, officers and employees of the Company and of each of its wholly-owned subsidiaries (collectively, the "Q&R Companies") of options to purchase Common Stock. 2. ADMINISTRATION. (a) The Plan shall be administered by the Board of Directors (the "Board") of the Company. (b) The Board shall have the authority (i) to exercise all of the powers granted to it under the Plan, (ii) to construe, interpret and implement the Plan and any Stock Option Agreements executed pursuant to Section 6 hereof, (iii) to prescribe, amend and rescind rules and regulations relating to the Plan, (iv) to make all determinations necessary or advisable in administering the Plan and (v) to correct any defect, supply any omission and reconcile any inconsistency in the Plan. (c) The determination of the Board on all matters relating to the Plan or any Stock Option Agreement shall be final, binding and conclusive. (d) No member of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any award thereunder. (e) The Board may establish a Stock Option Committee to administer the Plan and perform all or any portion of the duties of the Board hereunder. 3. ELIGIBILITY. Individuals who are directors, officers and/or full or part-time employees who hold positions with any of the Q&R Companies as determined by the Board shall be eligible to participate in the Plan ("eligible employees"). Each eligible employee to whom an option is granted hereunder is referred to as an "Optionee." 4. SHARES SUBJECT TO OPTION. Subject to adjustment as provided in Section 7 hereof, the maximum aggregate number of shares of Common Stock as to which options may at any time be granted to all Optionees is 1,500,000 shares, which shares may, in the discretion of the Board, be either authorized but unissued shares or shares previously issued and re-acquired by the Company. Shares subject to options under the Plan which remain unpurchased on the expiration or termination of an option shall again be available for options to be granted under the Plan. 5. GRANTING OF OPTIONS; EFFECTIVE DATE. The Board, at any time and from time to time prior to the Termination Date (as defined in Paragraph 10 hereof), may grant options to eligible employees for such number of shares, at such option price and subject to such terms and conditions as the Board shall from time to time determine in its sole discretion, subject to the terms and provisions of the Plan. The date on which the grant of an option is authorized by the Board shall be the effective date of grant for all purposes, notwithstanding the fact that written acceptance by the Optionee of such grant may take place thereafter. 6. TERMS AND CONDITIONS OF OPTIONS. All options granted under the Plan shall be evidenced by a written Stock Option Agreement (which may incorporate the provisions of the Plan by reference and which shall be in such form as the Board shall approve) signed by the President of the Company and the Optionee. All options shall be granted subject to the following terms and conditions: (a) OPTION PRICE. The option price per share with respect to each option shall not be less than the fair market value of a share of Common Stock on the date of grant. (b) FAIR MARKET VALUE. The term "fair market value" as used herein as of any date and in respect of any share of Common Stock means the closing sale price or, if not available, closing bid quotation for a share of Common Stock as reported on the principal national securities exchange on which such shares are listed or, if not so listed, on the National Association of Securities Dealers, Inc. Automated Quotation System on the relevant date, or, if no prices or quotations shall have been made on such relevant date, on the next preceding day on which there were prices or quotations; provided, however, that if no prices or quotations shall have been made within the 10 business days preceding such relevant date, or if deemed appropriate by the Board for any other reason, the fair market value of shares of Common Stock shall be as determined by the Board. In no event shall the fair market value of any share of Common Stock be less than its par value. (c) OPTION TERM. Each option shall be granted for a term determined from time to time by the Board, but in no event shall an option be granted for a term of more than five years and each option may be made subject to earlier termination (i) in the event of the termination of an employee, officer or director of a Q&R Company by way of death, voluntary termination, discharge or retirement as set forth in Section 6(g) hereof, or (ii) in the event of a recommended tender offer, the consolidation or merger of the Company with or into another entity if the other entity survives or the Company's then stockholders thereafter own less than 50% of the Company, or the sale of substantially all of the assets of the Company. (d) EXERCISE OF OPTIONS. (i) Each option shall be exercisable at such time or times, in installments or otherwise, and subject to such restrictions and limitations (including, but not limited to, any restrictions or limitations relating to a minimum term of employment with a Q&R Company as are determined by the Board). (ii) Except as provided in Section 6(g) hereof, each option shall be exercisable only by the Optionee during his lifetime. (iii) No option shall be exercisable after the fifth anniversary of the date of grant. (e) NOTICE OF EXERCISE; PAYMENT; STOCKHOLDERS' RIGHTS. An Optionee electing to exercise an option shall give written notice of exercise in such form as the Board may prescribe, addressed to the President of the Company and indicating the number of shares of Common Stock to be purchased, and shall tender payment therefor in full (i) in cash, (ii) in Common Stock (valued at the fair market value thereof as of the date of exercise), or (iii) partly in cash and partly in Common Stock (valued at the fair market value thereof as of the date of exercise). Upon exercise no fractional shares of Common Stock shall be issued or transferred and no payments shall be made in lieu of fractional shares. No shares shall be issued or delivered until full payment therefor has been made. An Optionee shall have none of the rights of a stockholder, in respect of the shares of Common Stock subject to an option, until such shares are issued or transferred to him. (f) PURCHASE FOR INVESTMENT; RESTRICTIONS ON SHARES. If the shares of Common Stock subject to an option have not been registered under the Securities Act of 1933, as amended, the Board shall have the right to require, as a condition to any exercise of the option, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act, including, but not limited to, the representation that any and all shares of Common Stock purchased upon exercise of the option will be purchased for investment and not with a view to the distribution or resale thereof and to agree that such shares will not be sold except in accordance with such restrictions or limitations as may be set forth in the Stock Option Agreement or as may be imposed by law. The Board may place other restrictions on the transferability of such shares including, but not limited to, a right of first refusal and right to repurchase upon termination of employment, provided that such restrictions are set forth in the Stock Option Agreement executed by the Optionee. The Board also may agree in the Stock Option Agreement to register the shares of Common Stock under the Securities Act of 1933 on Form S-8 and to list the shares outstanding on the New York Stock Exchange. (g) DEATH, TERMINATION, DISCHARGE OR RETIREMENT. In the event of death, voluntary termination, discharge or retirement of the Optionee, such option may, subject to the provisions of the Plan and any restrictions or limitations as are determined by the Board, be exercised as to those optioned shares in respect of which such option has not previously been exercised, but only to the extent that such option could be exercised by the Optionee on the date of such death or termination of employment or association with the Q&R Companies (whichever is the applicable case): (i) in the event of the death of the Optionee, then by his executor or administrator, or by the person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, at any time on or before the expiry date of the applicable Stock Option Agreement; or (ii) by the Optionee in the event that his employment or association with the Q&R Companies (whichever is applicable) is terminated, whether voluntary or involuntary, at any time up to and including the expiry date of the applicable Stock Option Agreement. (h) NON-TRANSFERABILITY. The rights and interests of each Optionee shall not be transferable or alienable by assignment or in any manner whatsoever, otherwise than by will or the laws of descent and distribution. 7. ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION. In the event of a recapitalization, stock split, stock dividend, combination, exchange of shares, merger, consolidation, rights offering, separation, reorganization, liquidation or other change in the corporate structure of the Company, the Board shall make such equitable adjustments, designed to protect against dilution, as it may deem appropriate in the number and kind of shares subject to the Plan and, with respect to outstanding options, in the number and kind of shares covered thereby and in the option price. 8. TERMINATION OR AMENDMENT OF PLAN. The Board may, at any time, terminate the Plan with respect to any shares of Common Stock not at the time subject to an option, and may from time to time alter or amend the Plan or any part thereof, provided, however, that no change in any option theretofore granted may be made which would materially impair the rights of the Optionee without his consent. 9. ISSUANCE OF SHARES. The shares of Common Stock, when issued and paid for pursuant to the options granted hereunder, shall be issued as fully paid and non-assessable shares. 10. ADOPTION OF PLAN; DURATION OF PLAN. The Plan shall become effective on February 1, 1989 and shall continue until terminated by the Board in its sole discretion (such date being referred to as the "Termination Date"). No option shall be granted pursuant to the Plan on or after the Termination Date, but options theretofore granted may extend beyond and the terms of the Plan shall continue to apply to such options and to any shares of Common Stock acquired upon exercise thereof. EX-4 3 EXHIBIT 4.2 EXHIBIT 4.2 AMENDMENT NO. 1 TO THE QUICK & REILLY GROUP, INC. STOCK OPTION PLAN The Quick & Reilly Group, Inc. (the "Company") Stock Option Plan (the "Plan") is hereby amended by deleting Section 6(h) of the Plan in its entirety and substituting a new Section 6(h) reading as follows: "(h)(i) Except as provided in Section 6(h)(ii) below, an option granted under the Plan may not be transferred except by will of the laws of descent and distribution and, during the lifetime of the Optionee may be exercised only by the Optionee. (ii) Notwithstanding Section 6(h)(i) above, an option granted under the Plan may be transferred by the Optionee to a trust established by the Optionee for the benefit of one or more descendants of the Optionee, whether natural or adopted, provided that such transfer will not be effective until such notice of such transfer is delivered to the Company." Except as expressly amended hereby, the Plan shall continue in full force and effect in accordance with its terms. This Amendment No. 1 was approved by the Board of Directors of the Company on September 22, 1992 pursuant to Section 8 of the Plan and shall be effective immediately. EX-4 4 EXHIBIT 4.3 Exhibit 4.3 AMENDMENT NO. 2 TO THE QUICK & REILLY GROUP, INC. STOCK OPTION PLAN As approved and adopted by the Board of Directors on January 23, 1998 That Section 7 of The Quick & Reilly Group, Inc. Stock Option Plan (the "Plan") is hereby amended to read as provided in Section 5(g) of the Fleet Financial Group, Inc. Amended and Restated 1992 Stock Option Plan. EX-5 5 EXHIBIT 5 EXHIBIT 5 EXHIBIT 5 January 30, 1998 Fleet Financial Group, Inc. One Federal Street Boston, MA 02110 Re: Fleet Financial Group, Inc. THE QUICK & REILLY GROUP, INC. STOCK OPTION PLAN ------------------------------------------------ Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Fleet Financial Group, Inc. (the "Company") with the Securities and Exchange Commission on January 30, 1998 in connection with the registration under the Securities Act of 1933, as amended, of 701,838 shares of the Company's Common Stock, $.01 par value, including the associated preferred share purchase rights (the "Common Stock"), reserved for issuance under The Quick & Reilly Group, Inc. Stock Option Plan (the "Plan") to be assumed by the Company in connection with the transactions contemplated by the Agreement and Plan of Merger dated as of September 16, 1997 and amended as of December 12, 1997 among the Company, FFG Acquisition Corp., a wholly-owned subsidiary of the Company, and The Quick & Reilly Group, Inc. ("Quick & Reilly"). We have served as counsel for the Company and, as such, have assisted in the organization thereof under the laws of the State of Rhode Island and are familiar with all corporate proceedings since its organization. We have examined the following documents and records: 1. The Restated Articles of Incorporation of the Company, as amended; 2. The By-Laws of the Company, as amended; 3. The Plan; 4. All corporate minutes and proceedings of the Company relating to the Plan and the issuance of the Common Stock being registered under the Registration Statement; and 5. The specimen certificate of Common Stock. We have also examined such further documents, records and proceedings as we have deemed pertinent in connection with the issuance of said Common Stock. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the completeness and authenticity of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies, and the validity of all laws and regulations. We are qualified to practice law in the State of Rhode Island and we do not purport to express any opinion herein concerning any law other than the laws of the State of Rhode Island and the federal law of the United States. Based upon such examination, it is our opinion that the Common Stock being registered by the Registration Statement, when issued and paid for as contemplated by the Plan, will be legally issued, fully paid and non-assessable. V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet National Bank, a subsidiary of the Company, and beneficially owns 4,052 shares of Common Stock. We hereby consent to the use of our name in and the use of this opinion in connection with the Registration Statement and all amendments thereto. Very truly yours, EDWARDS & ANGELL By: /s/ Laura N. Wilkinson ------------------------------ Laura N. Wilkinson Partner EX-23 6 EXHIBIT 23.1 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Fleet Financial Group, Inc.: We consent to the use of our report incorporated by reference in the Annual Report on Form 10-K of Fleet Financial Group, Inc. for the year ended December 31, 1996, which is incorporated herein by reference. KPMG Peat Marwick LLP Boston, Massachusetts January 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----