-----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, SDxHdbaluPSD0IY/qtzOqgxvost+kI+q/e3S8ekgZCxEro3RlyuXlotL6UaOjw3U QEcjyQRIyafkf/8A6jSIsg== 0000950112-95-003097.txt : 19951202 0000950112-95-003097.hdr.sgml : 19951202 ACCESSION NUMBER: 0000950112-95-003097 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19951130 EFFECTIVENESS DATE: 19951219 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-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64635 FILM NUMBER: 95597614 BUSINESS ADDRESS: STREET 1: 50 KENNEDY PLZ CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 4012785800 MAIL ADDRESS: STREET 1: 111 WESTMINISTER STREET CITY: PROVIDENCE STATE: RI ZIP: 02903 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-8 1 FLEET FINANCIAL GROUP, INC. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 29, 1995 NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- FLEET FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) RHODE ISLAND 05-0341324 (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No. 50 KENNEDY PLAZA, PROVIDENCE, RI 02903 (Address of Principal Executive Offices) (Zip Code) ------------------- SHAWMUT NATIONAL CORPORATION EMPLOYEES' THRIFT PLAN AND THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES OF NORTHEAST SAVINGS, F.A. (Full title of the plans) ------------------- WILLIAM C. MUTTERPERL, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL FLEET FINANCIAL GROUP, INC., 50 KENNEDY PLAZA, PROVIDENCE, RI 02903 (Name and address of agent for service) (401) 278-5880 (Telephone number, including area code, of agent for service) ------------------- WITH A COPY TO: LAURA N. WILKINSON, ESQ., EDWARDS & ANGELL 2700 HOSPITAL TRUST TOWER, PROVIDENCE, RI 02903 ------------------- CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM MAXIMUM OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES AMOUNT TO PRICE OFFERING REGISTRATION TO BE REGISTERED BE REGISTERED PER SHARE(1) PRICE(1) FEE Common Stock, $0.01 par value(1).......... 3,414,070 $40.44 $138,064,991(2) $47,609.00 Participation Interests in the Shawmut National Corporation Thrift Plan........ (3) (3) (3) $100.00(4) Participation Interests in the Thrift and Profit Sharing Plan for Employees of Northeast Savings, F.A. ................ (5) (5) (5) $100.00(6) Total..................................... $47,809.00
(1) Including Preferred Share Purchase Rights. (2) Pursuant to Rule 457 of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the "Securities Act") based on a price of $40.44 per share (the average of the high and low prices per share on the New York Stock Exchange on November 22, 1995). (3) Pursuant to Rule 416(c) under the Securities Act, this Registration Statement covers an indeterminate amount of interests to be offered or sold pursuant to the Shawmut National Corporation Thrift Plan for open market purchases, original issuance of common stock or issuances of common stock from stock held in the Registrant's treasury. (4) The minimum registration fee required pursuant to Section 6(b) of the Securities Act is being paid. (5) Pursuant to Rule 416(c) under the Securities Act, this Registration Statement covers an indeterminate amount of interests to be offered or sold pursuant to the Thrift and Profit Sharing Plan for Employees of Northeast Savings, F.A. for open market purchases, original issuance of common stock or issuances of common stock from stock held in the Registrant's treasury. (6) The minimum registration fee required pursuant to Section 6(b) of the Securities Act is being paid. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") by the Registrant are incorporated in this Registration Statement by reference: 1. Annual Report on Form 10-K for the year ended December 31, 1994, as amended by a Form 10-K/A dated April 28, 1995. 2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995. 3. Current Reports on Form 8-K dated January 18, 1995, January 27, 1995, February 20, 1995, February 21, 1995, April 13, 1995, May 11, 1995, May 17, 1995, June 21, 1995, August 11, 1995, August 23, 1995, October 18, 1995, October 26, 1995 and November 15, 1995. 4. The description of the 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. 5. The description of the Preferred Share Purchase Rights contained in the Registrant's Registration Statement on Form 8-A dated November 29, 1990, and any amendment or report filed for the purpose of updating such description. 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. Also incorporated by reference are each of the Plan's Annual Reports on Form 11-K for the fiscal years ended December 31, 1994, as filed by Shawmut National Corporation ("Shawmut") and Northeast Federal Corp. ("Northeast"), respectively. All documents filed with the Commission by the Registrant pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and such documents shall be deemed to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement or 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 statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the Common Stock offered hereby has been passed upon for the Registrant by Edwards & Angell, One Hospital Trust Plaza, Providence, Rhode Island 02903. V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet National Bank, Fleet Bank, National Association and Fleet Bank of Massachusetts, National Association, wholly-owned subsidiaries of the Registrant, and beneficially owns 4,052 shares of Common Stock. II-1 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 interest, 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, as amended (the "Securities 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 Securities Act and is, therefore, unenforceable. ITEM 7. EXEMPTION OF REGISTRANT CLAIMED Not applicable ITEM 8. EXHIBITS. 4(a) Restated Articles of Incorporation, as amended, of the Registrant (incorporated by reference to Exhibit 4(h) of the Registrant's Registration Statement on Form S-3 (No. 33- 63631)). 4(b) By-laws, as amended, of the Registrant (incorporated by reference to Exhibit 4(i) of the Registrant's Registration Statement on Form S-3 (No. 33-63631)). 5(a) Opinion of Edwards & Angell. 5(b) Determination letter received December 27, 1994 from the Internal Revenue Service ("IRS") that the Shawmut National Corporation Employees' Thrift Plan and amendments thereto, as submitted to the IRS, is a qualified plan. 5(c) Advance determination letter, dated May 9, 1995, from the IRS that the Thrift and Profit Sharing Plan for Employees of Northeast Savings, F.A. and amendments thereto, as submitted to the IRS, is a qualified plan (incorporated by reference to Exhibit 5 of Shawmut's Registration Statement on Form S-8 (No. 33-63205). 23(a) Consent of KPMG Peat Marwick LLP (as to Registrant) 23(b) Consent of Price Waterhouse LLP (as to Shawmut) 23(c) Consent of Edwards & Angell (included in Exhibit 5). 24 Power of Attorney (included on signature pages hereto).
ITEM 9. UNDERTAKINGS. 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement; and II-2 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the 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 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. The undersigned Registrant hereby further 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 the 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. 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 foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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 whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES AND AMENDMENTS Each person whose signature appears below hereby constitutes and appoints the Chairman and President, any Vice Chairman, the Executive Vice President and Chief Financial Officer or the Secretary of the Registrant, or any one of them, acting alone, as his true and lawful attorney-in-fact, with full power and authority to execute in the name, place and stead of each such person in any and all capacities and to file, an amendment or amendments to the Registration Statement (and all exhibits thereto) and any documents relating thereto, which amendment may make such changes in the Registration Statement as said officer or officers so acting deem(s) advisable. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Providence, State of Rhode Island on November 29, 1995. FLEET FINANCIAL GROUP, INC. By /s/ TERRENCE MURRAY ................................... Terrence Murray Chairman, President and Chief Executive Officer 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 November 29, 1995.
SIGNATURES TITLE - ------------------------------------ ----------------------------------------------------- /s/ TERRENCE MURRAY Chairman, President and Chief Executive Officer .................................... Terrence Murray /s/ EUGENE M. MCQUADE Executive Vice President and Chief Financial Officer .................................... Eugene M. McQuade /s/ ROBERT C. LAMB, JR. Controller .................................... Robert C. Lamb, Jr. /s/ WILLIAM BARNET, III Director .................................... William Barnet, III /s/ BRADFORD R. BOSS Director .................................... Bradford R. Boss /s/ PAUL J. CHOQUETTE, JR. Director .................................... Paul J. Choquette, Jr. /s/ JAMES F. HARDYMON Director .................................... James F. Hardymon .................................... Director Robert M. Kavner /s/ LAFAYETTE KEENEY Director .................................... Lafayette Keeney /s/ RAYMOND C. KENNEDY Director .................................... Raymond C. Kennedy
II-4 /s/ ARTHUR C. MILOT Director .................................... Arthur C. Milot /s/ RUTH R. MCMULLIN Director .................................... Ruth R. McMullin /s/ THOMAS D. O,CONNOR Director .................................... Thomas D. O'Connor /s/ MICHAEL B. PICOTTE Director .................................... Michael B. Picotte /s/ JOHN A. REEVES Director .................................... John A. Reeves /s/ JOHN R. RIEDMAN Director .................................... John R. Riedman /s/ JOHN S. SCOTT Director .................................... John S. Scott II-5 EX-5.(A) 2 EXHIBIT 5(a) November 29, 1995 Fleet Financial Group, Inc. 50 Kennedy Plaza Providence, RI 02903 Re: Fleet Financial Group, Inc. Shawmut National Corporation Employees' Thrift Plan and Thrift and Profit Sharing Plan for Employees of Northeast Savings, F.A. 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 November 29, 1995 in connection with the registration under the Securities Act of 1933, as amended, of 3,414,070 additional shares of the Company's Common Stock, $0.01 par value, including the associated preferred share purchase rights (the "Common Stock") to be issued, and an indeterminate amount of interests to be offered or sold pursuant to the above-referenced Plans (the "Plans"). 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 Plans; 4. All corporate minutes and proceedings of the Company relating to the Plans and the issuance of the Common Stock being registered under the Registration Statement; and 5. The specimen certificate of Common Stock. Fleet Financial Group, Inc. November 29, 1995 Page Two 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 as contemplated by the Plans, assuming due execution of the certificates therefor, will be legally issued, fully paid and non-assessable. V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet National Bank, Fleet Bank, National Association and Fleet Bank of Massachusetts, National Association, wholly-owned subsidiaries 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-5.(B) 3 EXHIBIT 5(b) INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR G.P.O. BOX 1680 BROOKLYN, NY 11202 Employer Identification Number Date: 06-1212629 File Folder Number: SHAWMUT NATIONAL CORPORATION 043000872 C/O CHARLES W SHERMAN JR Person to Contact: GROOM AND NORDBERG CHARTERED THERESA HAYDASZ 1701 PENNSYLVANIA AVE N.W. STE 1200 Contact Telephone Number: WASHINGTON, DC 20006 (203) 258-2025 Plan Name: SHAWMUT NATIONAL CORPORATION EMPLOYEES' THRIFT PLAN Plan Number: 002 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated December 15, 1994. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This determination letter is applicable for the amendment(s) adopted on June 28, 1994. This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability require- ments of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of -2- SHAWMUT NATIONAL CORPORATION demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. This plan also satisfies the requirements of section 1.401(a)(4)-4(b) of the regulations with respect to the specific benefits, rights, or features for which you have provided information. This plan qualifies for Extended Reliance described in the last paragraph of Publication 794 under the caption "Limitations of a Favorable Determination Letter". We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Herbert J. Huff Herbert J. Huff District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans EX-23.(A) 4 EXHIBIT 23(a) CONSENT OF INDEPENDENT AUDITORS The Board of Directors Fleet Financial Group, Inc.: We consent to the use of our report incorporated by reference in the Fleet Financial Group, Inc. Annual Report on Form 10-K for the year ended December 31, 1994, as amended by a Form 10K/A dated April 28, 1995, which is incorporated by reference herein. Our report refers to a change in the method of accounting for investments. /s/ KPMG PEAT MARWICK LLP Providence, Rhode Island November 29, 1995 EX-23.(B) 5 EXHIBIT 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Fleet Financial Group, Inc. of our report dated February 20, 1995 relating to the consolidated financial statements of Shawmut National Corporation, which appears in the Current Report on Form 8-K of Fleet Financial Group, Inc. dated April 13, 1995. /s/ PRICE WATERHOUSE LLP Hartford, Connecticut November 29, 1995 -----END PRIVACY-ENHANCED MESSAGE-----