-----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, VDaaPOZh0TvogT8R2xvPCRchTuyfSwEMc3mbJkHejmivO+tLZhDI2nZNAo8uvaCl aK4+EZVSvYmCoDMsyUmMsg== 0001047469-97-009312.txt : 19980102 0001047469-97-009312.hdr.sgml : 19980102 ACCESSION NUMBER: 0001047469-97-009312 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971231 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-3 SEC ACT: SEC FILE NUMBER: 333-43625 FILM NUMBER: 97747845 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-3 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 31, 1997 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-3 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 INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
ONE FEDERAL STREET BOSTON, MASSACHUSETTS 02110 (617) 292-2000 (ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF THE REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) WILLIAM C. MUTTERPERL, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL FLEET FINANCIAL GROUP, INC. One Federal Street Boston, Massachusetts 02110 (617) 292-2000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) -------------------------- COPY TO: LAURA N. WILKINSON, ESQ. EDWARDS & ANGELL One Hospital Trust Plaza Providence, Rhode Island 02903 (401) 274-9200 Approximate date of commencement of proposed sale to the public: At such time or times as may be determined by the Selling Stockholders after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registrations statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE Common Stock, par value $0.01 per share.............................. 93,168 shares $73.09 $6,810,021.79 $2,008.96
(1) Estimated solely for the purpose of calculating the registration fee, in accordance with Rule 457(c), on the basis of the average of the high and low sales prices of the Common Stock on December 30, 1997, as reported on the New York Stock Exchange composite tape. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. PROSPECTUS 93,168 SHARES [LOGO] COMMON STOCK $.01 PAR VALUE ------------------ This Prospectus relates to 93,168 shares of Common Stock, $.01 par value, including the associated preferred share purchase rights (the "Common Stock"), of Fleet Financial Group, Inc. ("Fleet") purchased or which may be purchased by H. James Field, Jr. and Scott B. Laurans (the "Selling Stockholders") pursuant to convertible promissory notes (the "Notes") granted in exchange for 35,000 shares of the issued and outstanding common stock of The Providence Group Investment Advisory Company, a Rhode Island corporation ("Providence Group"). Specific information as to the Selling Stockholders may be found on page 4 of this Prospectus. Fleet believes that said 93,168 shares of Common Stock may be offered from time to time publicly by the Selling Stockholders through one or more transactions on a national securities exchange, in the over-the-counter market or through one or more brokers. The shares will be offered at prices prevailing at the time of sale. On December 30, 1997, the last reported sale price of the Common Stock as reported on the New York Stock Exchange composite tape was $73.313 per share. The Selling Stockholders and anyone effecting sales on behalf of the Selling Stockholders may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and commissions or discounts given may be regarded as underwriting commissions or discounts under the Securities Act. Fleet will not receive any of the proceeds from sales by the Selling Stockholders. ------------------------ THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND OR THE BANK INSURANCE FUND OF THE FDIC OR BY ANY OTHER GOVERNMENTAL AGENCY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ The date of this Prospectus is , 1998. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS Certain statements contained in or incorporated by reference in this Prospectus may be considered "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future operating results of Fleet, including certain projections and business trends of Fleet. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to those risks and uncertainties detailed from time to time in the filings of Fleet with the Securities and Exchange Commission (the "Commission"). AVAILABLE INFORMATION Fleet is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Commission. Proxy statements, reports and other information concerning Fleet can be inspected and copied at the Commission's office at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and the Commission's Regional Offices in New York (Suite 1300, Seven World Trade Center, New York, New York 10048) and Chicago (Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661), and copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates or by accessing the Commission's World Wide Web site at http://www.sec.gov. The Common Stock is listed on the New York Stock Exchange, Inc. (the "NYSE"). Reports, proxy material and other information concerning Fleet also may be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005. This Prospectus does not contain all the information set forth in the Registration Statement and Exhibits thereto which Fleet has filed with the Commission under the Securities Act, which may be obtained from the Public Reference Section of the Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of the prescribed fees, and to which reference is hereby made. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by Fleet are incorporated in this Prospectus by reference: 1. Annual Report on Form 10-K for the year ended December 31, 1996. 2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997. 3. Current Reports on Form 8-K dated January 15, 1997, February 4, 1997, April 16, 1997, July 16, 1997, October 15, 1997, November 10, 1997 and December 10, 1997. 4. The description of the Common Stock contained in a Registration Statement filed by Industrial National Corporation (predecessor to Fleet) 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 Fleet'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. All documents filed with the Commission by Fleet pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Common Stock offered hereby are incorporated herein by reference and such documents shall be deemed 2 to be a part hereof from the date of filing of such documents. Any statement contained in this Prospectus 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 Prospectus 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 Prospectus. ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN (OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS). WRITTEN REQUESTS SHOULD BE MAILED TO INVESTOR RELATIONS DEPARTMENT, FLEET FINANCIAL GROUP, INC., ONE FEDERAL STREET, BOSTON, MASSACHUSETTS 02110. TELEPHONE REQUESTS MAY BE DIRECTED TO (617) 346-4000. 3 FLEET FINANCIAL GROUP, INC. Fleet is a diversified financial services company organized under the laws of the State of Rhode Island. At September 30, 1997, Fleet was the 12th largest bank holding company in the United States, with total assets of $83.6 billion, total deposits of $62.9 billion and stockholders' equity of $7.2 billion. Fleet is engaged in a general consumer and commercial banking and investment management business throughout the states of Connecticut, Massachusetts, New Jersey, New York, Rhode Island, Maine, New Hampshire and Florida through its five banking subsidiaries, and also provides, through its nonbanking subsidiaries, a variety of financial services, including mortgage banking, asset-based lending, consumer finance, real estate financing, securities brokerage services, capital markets services and investment banking, investment advice and management, data processing and student loan servicing. The principal office of Fleet is located at One Federal Street, Boston, Massachusetts 02110, telephone number (617) 346-4000. USE OF PROCEEDS The net proceeds from the sale of the Common Stock will be received by the Selling Stockholders. Fleet will not receive any of the proceeds from any sale of Common Stock by the Selling Stockholders. SELLING STOCKHOLDERS The following table sets forth information regarding the beneficial ownership of Common Stock by the Selling Stockholders as of the date of this Prospectus and as adjusted to reflect the sale of the shares of Common Stock offered hereby. Unless otherwise indicated, each of the Selling Stockholders has sole voting and investment power with respect to the shares beneficially owned. Messrs. Field and Laurans currently serve as directors and as Chairman and President, respectively, of Providence Group, an indirect subsidiary of Fleet. Mr. Field is also a director of Fleet National Bank and Fleet Trust and Investment Services Company, National Association, each of which is a wholly owned subsidiary of Fleet.
SHARES BENEFICIALLY SHARES BENEFICIALLY OWNED PRIOR TO THE OWNED AFTER THE OFFERING SHARES BEING OFFERING ----------------------- SOLD IN THE ----------------------- SELLING STOCKHOLDER TOTAL PERCENT OFFERING TOTAL PERCENT - ------------------------------------------------------- ---------- ----------- ------------- ---------- ----------- H. James Field, Jr..................................... * 46,584 * Scott B. Laurans....................................... * 46,584 *
- ------------------------ * Less than 1% PLAN OF DISTRIBUTION The shares of Common Stock offered hereby may be sold from time to time by the Selling Stockholders for their own accounts. Fleet will receive none of the proceeds from this offering. Fleet has agreed to bear all of the expenses in connection with the registration of the Common Stock. Any distribution of the Common Stock by the Selling Stockholders, or by the Selling Stockholders' pledgees, donees, transferees or other successors in interest, may be effected from time to time in one or more of the following transactions: (a) through underwriters who will acquire the Common Stock for their own account and resell them in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale (any public offering price and any discount or concessions allowed or reallowed or paid to dealers may be changed from time to time); (b) through brokers, acting as principal or agent, in transactions (which may involve block transactions) on the NYSE or on one or more exchanges on which the Common Stock is then listed, in special offerings, exchange distributions pursuant to the rules of the applicable exchanges or in the over-the-counter market, or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market 4 prices, at negotiated prices or at fixed prices; (c) directly or through brokers or agents in private sales at negotiated prices; or (d) by any other legally available means. The Selling Stockholders and such underwriters, brokers, dealers, or agents, upon effecting a sale of the Common Stock, may be considered "underwriters" as that term is defined by the Securities Act. Underwriters participating in any offering made pursuant to this Prospectus (as amended or supplemented from time to time) may receive underwriting discounts and commissions, discounts or concessions may be allowed or reallowed or paid to dealers, and brokers or agents participating in such transaction may receive brokerage or agent's commissions or fees. In order to comply with the securities laws of certain states, if applicable, the Common Stock will be sold in such jurisdictions, if required, only through registered or licensed brokers or dealers. In addition, in certain states the Common Stock may not be sold unless the Common Stock has been registered or qualified for sale in such state or an exemption from registration or qualification is available. Fleet will inform the Selling Stockholders that the anti-manipulation rules under the Exchange Act may apply to sales in the market and will furnish a copy of such rules to the Selling Stockholders upon request. Fleet will also inform the Selling Stockholders of the need for delivery of copies of this Prospectus. EXPERTS The consolidated financial statements of Fleet incorporated by reference in Fleet's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, incorporated by reference herein (and elsewhere in the Registration Statement) have been incorporated by reference herein (and elsewhere in the Registration Statement) in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, and upon the authority of said firm as experts in accounting and auditing. LEGAL MATTERS Certain legal matters in connection with the shares of Common Stock offered hereby will be passed upon for Fleet by Edwards & Angell, Providence, Rhode Island. V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet National Bank, a wholly owned subsidiary of Fleet, and beneficially owns 4,052 shares of Common Stock. 5 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY FLEET. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF FLEET SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ------------------- TABLE OF CONTENTS
PAGE --------- PROSPECTUS Cautionary Statement Concerning Forward-Looking Statements................................... 2 Available Information.......................... 2 Incorporation of Certain Documents by Reference.................................... 2 Fleet Financial Group, Inc. ................... 4 Use of Proceeds................................ 4 Selling Stockholders........................... 4 Plan of Distribution........................... 4 Experts........................................ 5 Legal Matters.................................. 5
93,168 SHARES [LOGO] FLEET FINANCIAL GROUP, INC. ---------- COMMON STOCK PROSPECTUS ----------------- , 1998 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The expenses in connection with the issuance and distribution of the securities being registered other than underwriting compensation are: Filing Fee for Registration Statement........................... $ 2,009 Legal Fees and Expenses.............. 5,000 Accounting Fees and Expenses......... 500 Printing and Engraving Fees.......... 5,000 Miscellaneous........................ 491 -------- $ 13,000 -------- --------
ITEM 15. 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 Registrants'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 (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 16. EXHIBITS. 4(a) --Stock Purchase Agreement between H. James Field, Jr. and Fleet National Bank dated January 15, 1997. 4(b) --Stock Purchase Agreement between Scott B. Laurans and Fleet National Bank dated January 15, 1997. 4(c) --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(d) --Bylaws of the Registrant (incorporated by reference to Exhibit 2 of Fleet's Registration Statement on Form 8-A dated February 27, 1996).
II-1 4(e) --Rights Agreement dated as of November 21, 1990 between the Registrant and Fleet National Bank, as amended by a First Amendment thereto dated as of March 28, 1991 and a Second Amendment thereto dated as of July 12, 1991 and a Third Amendment thereto dated as of February 20, 1995 (incorporated by reference to Exhibit 1 to the Registrant's Current Report on Form 8-K dated November 21, 1990, Exhibits 4(a) and 4(b) to the Registrant's Current Report on Form 8-K dated March 28, 1991 and Exhibit 99.3 to the Registrant's Current Report on Form 8-K dated February 20, 1995). 5 --Opinion of Edwards & Angell as to legality. 23(a) --Consent of KPMG Peat Marwick LLP. 23(b) --Consent of Edwards & Angell (included in Exhibit 5). 24 --Power of Attorney of certain officers and directors (included on signature pages).
ITEM 17. 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 of 1933 unless the information required to be included in such post-effective amendment is contained in a periodic report filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein by reference; (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 unless the information required to be included in such post-effective amendment is contained in a periodic report filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein by reference. 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. (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 of 1933, 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 the time shall be deemed to be the initial bona fide offering thereof; and (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 undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to Item 15 of this Registration Statement, 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 of 1933 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 persons 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 policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. II-3 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-3 and has duly caused this Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston, and Commonwealth of Massachusetts, on December 31, 1997. FLEET FINANCIAL GROUP, INC. By: /s/ TERRENCE MURRAY ---------------------------------------- TERRENCE MURRAY CHAIRMAN AND CHIEF EXECUTIVE OFFICER Each person whose signature appears below hereby constitutes and appoints the Chairman and Chief Executive Officer, the Vice Chairman and Chief Financial Officer or the Secretary, or any 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 amendments 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, this Form S-3 Registration Statement has been signed by the following persons in the capacities indicated on December 31, 1997.
SIGNATURE TITLE - ----------------------------------------------------- /s/ TERRENCE MURRAY Chairman, Chief Executive ------------------------------------------ Officer and Director TERRENCE MURRAY /s/ EUGENE M. MCQUADE Vice Chairman and ------------------------------------------ Chief Financial Officer EUGENE M. MCQUADE /s/ ROBERT C. LAMB, JR. Controller ------------------------------------------ ROBERT C. LAMB, JR. /s/ JOEL ALVORD Director ------------------------------------------ JOEL ALVORD /s/ WILLIAM BARNET, III Director ------------------------------------------ WILLIAM BARNET, III /s/ BRADFORD R. BOSS Director ------------------------------------------ BRADFORD R. BOSS /s/ STILLMAN B. BROWN Director ------------------------------------------ STILLMAN B. BROWN /s/ PAUL J. CHOQUETTE, JR. Director ------------------------------------------ PAUL J. CHOQUETTE, JR.
II-4
SIGNATURE TITLE - ----------------------------------------------------- /s/ JOHN T. COLLINS Director ------------------------------------------ JOHN T. COLLINS /s/ JAMES F. HARDYMON Director ------------------------------------------ JAMES F. HARDYMON /s/ ROBERT M. KAVNER Director ------------------------------------------ ROBERT M. KAVNER /s/ RAYMOND C. KENNEDY Director ------------------------------------------ RAYMOND C. KENNEDY /s/ ROBERT J. MATURA Director ------------------------------------------ ROBERT J. MATURA /s/ ARTHUR C. MILOT Director ------------------------------------------ ARTHUR C. MILOT /s/ THOMAS D. O'CONNOR Director ------------------------------------------ THOMAS D. O'CONNOR /s/ MICHAEL B. PICOTTE Director ------------------------------------------ MICHAEL B. PICOTTE /s/ LOIS D. RICE Director ------------------------------------------ LOIS D. RICE /s/ JOHN R. RIEDMAN Director ------------------------------------------ JOHN R. RIEDMAN /s/ THOMAS M. RYAN Director ------------------------------------------ THOMAS M. RYAN /s/ SAMUEL O. THIER Director ------------------------------------------ SAMUEL O. THIER /s/ PAUL R. TREGURTHA Director ------------------------------------------ PAUL R. TREGURTHA
II-5 EX-4.(A) 2 EXHIBIT 4(A) EXHIBIT 4(a) STOCK PURCHASE AGREEMENT Introduction THIS AGREEMENT by and between H. James Field, Jr. of 771 Shady Lake Lane, Vero Beach, Florida 32963 (the "Seller") and Fleet National Bank, a national banking association, One Monarch Place, Springfield, MA 01102 (the "Buyer") is dated as of January 15, 1997. Recitals The Seller is the owner of 17,500 shares (the "Purchased Shares") of the issued and outstanding common stock of the Providence Group Investment Advisory Company, a Rhode Island corporation ("TPG"). Upon the terms and conditions set forth in this Agreement, the Seller desires to sell, and the Buyer desires to Purchase, the Purchased Shares. Agreements The parties have mutually agreed as follows: 1. Purchase and Sale of Shares. Subject to the terms and conditions set forth in this Agreement, the Seller hereby sells and transfers to the Buyer the Purchased Shares and the Buyer hereby purchases from the Seller the Purchased Shares, in exchange for the delivery by the Buyer to the Seller of the Convertible Promissory Note (the "Note") of the Buyer in the form of such Note attached hereto as Exhibit I. 2. Representations and Warranties of Seller. The Seller represents and warrants to the Buyer as follows: 2.1. Ownership of Purchased Shares. The Seller owns all of the Purchased Shares, free and clear of all liens, encumbrances, security interests, claims and restrictions. Other than the shares of common stock of TPG owned by Scott Laurans ("Laurans") and the preferred stock of TPG owned by the Buyer, the Purchased Shares represent all of the outstanding shares of stock of TPG. The Seller has full power and authority to transfer the Purchased Shares to the Buyer. On the Closing Date, the Buyer will acquire title to the Purchased Shares free and clear of any restrictions, liens and encumbrances whatsoever. There are no rights, subscriptions, warrants, options, conversion rights or other arrangements of any kind outstanding to purchase or otherwise acquire any of the Purchased Shares, except as otherwise provided in an Investment Agreement by and among TPG, certain of its shareholders and Fleet Financial Group, Inc. ("FFG"), dated as of September 19, 1994, as amended. The Seller has not granted any right of first refusal or other right to restrain the transfer of the Purchased Shares. 2.2. Unauthorized Action. The Seller in his capacity as an officer, director and stockholder of TPG has not taken any action or omitted to take any action that would or could incur any material liability or obligation on behalf of TPG that has not been disclosed to the Buyer prior to the date hereof. 2.3. Reports and Financial Statements; Undisclosed Liabilities. The Buyer has heretofore been furnished with complete and correct copies of the following: the audited balance sheet of TPG as of December 31, 1995 and the related audited statements of earnings, retained earnings and cash flows for the year then ended, as well as the unaudited balance sheet of TPG as of September 30, 1996 (the "Balance Sheet Date") and the related unaudited statements of earnings, retained earnings and cash flows for the nine-month period then ended, and all of the notes to all such statements, each of which is attached hereto as Schedule 2.3 (collectively, the "Financial Statements"). Each of the Financial Statements were prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods; each of the balance sheets included in such Financial Statements fairly presents the financial condition of TPG as of the close of business on the date thereof; and each of the statements of earnings included in such Financial Statements fairly presents the results of operations of TPG for the period then ended. TPG has no liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, which are not fully reflected or reserved against in the Financial Statements, except for liabilities that may have arisen in the ordinary and usual course of business and consistent with past practice and that individually or in the aggregate do not have and could not be reasonably expected to have a material adverse effect on TPG. 2.4. Compliance with Laws. TPG is in compliance in all material respects with, and is not in any material respect in default under or in violation of, and the operation of the business of TPG does not contravene in any material respect, any statute, law (including environmental or employment laws), ordinance, decree, order, rule or regulation of any governmental body applicable to TPG or TPG's business, including, without limitation, rules and regulations of the Securities and Exchange Commission and the Securities Division of the Rhode Island Department of Business Regulation. -2- 2.5. No Conflicting Obligations. The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not conflict with any understanding or agreement to which the Seller is a party or by which the Seller is bound. 3. Representations and Warranties of Buyer. The Buyer represents and warrants to the Seller as follows: 3.1. Authorization. The execution and delivery of this Agreement and the issuance, execution and delivery of the Note (together with this Agreement, the "Documents") and the performance by the Buyer of its obligations thereunder have been duly authorized by all requisite corporate action and each of the Documents constitutes the duly authorized and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms. 3.2. No Conflict. Neither the execution and delivery of the Documents by the Buyer nor the performance by the Buyer of its obligations thereunder conflict with any provision of the Buyer's charter or by-laws or with any agreement, contract or commitment, to which the Buyer is a party or by which the Buyer's property is bound, or any federal, state or local law, ordinance or regulation. 3.3. Regulatory Approvals. Buyer has obtained all regulatory approvals, if any, required for the Buyer to execute and deliver each of the Documents and to perform its obligations thereunder. 4. Closing. The closing of the transactions contemplated by this Agreement shall occur simultaneously with the execution and delivery hereof, at the offices of Ropes & Gray, One International Place, Boston, MA. 4.1. Seller's Deliveries at Closing. At the closing, the Seller will deliver to the Buyer the following, all documents to be in form and substance satisfactory to the Buyer and the Buyer's counsel: 4.1.1. A certificate or certificates representing the Purchased Shares, registered in the name of the Seller, duly endorsed by the Seller for transfer to the Buyer or accompanied by an assignment of the Purchased Shares to the Buyer duly executed by the Seller; 4.2. Buyer's Deliveries at Closing. At the closing, the Buyer will deliver to the Seller the following, all documents to be in form and substance satisfactory to Seller and Seller's counsel: -3- 4.2.1. The Note, duly executed by an authorized officer of the Buyer, the Joinder to which shall have been duly executed by an authorized officer of Fleet Financial Group, Inc. ("FFG"). 4.2.2. Corporate resolutions of the Buyer authorizing the transactions provided for in this Agreement. 4.2.3. Corporate resolutions of FFG authorizing FFG to execute and deliver the Joinder and the transactions contemplated thereby, including, without limitation, the issuance of the shares of the FFG Common Stock to be issued upon conversion of the Note. 5. No Broker. Each of the parties represents and warrants that such party has dealt with no broker or finder in connection with any of the transactions contemplated by this Agreement, and, insofar as each party knows, no broker or other person is entitled to any commission or finder's fee in connection with any such transaction. 6. Fees and Expenses. Each party shall pay all fees and expenses incurred by it in connection with this Agreement and the consummation of the transactions contemplated herein. 7. Entire Agreement; Modification; Waiver. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties regarding such subject matter. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties and no waiver of any provision of this Agreement shall be binding unless signed by the party giving such waiver. 8. Further Assurances. Each party shall from time to time execute and deliver such additional documents and instruments and take such additional actions as any other party may reasonably require in order to carry out the transactions contemplated by this Agreement. 9. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 10. Survival. All representations, warranties, covenants and agreements of the parties contained in this Agreement or the Note shall survive the Closing, provided, however, that neither party shall have any liability for the breach of any representation or warranty made herein unless such party shall have received written notice of such breach from the other party, specifying such breach in reasonable detail, prior to the second anniversary date of this Agreement. -4- 11. Notices. All notices, requests, demands or communications required or permitted to be given or made under this Agreement or the Note must be in writing and shall be deemed to be received (i) if delivered in person, when actually delivered, (ii) if sent by confirmed telecopy, with a copy of such telecopy is sent by registered or certified mail, (iii) if delivered by overnight courier, when actually delivered or (iv) if delivered by mail, when five business days shall have elapsed after the same shall have been deposited in the United States mails, postage prepaid and registered or certified, and in the case of each of (i) through (iv), when addressed as follows: 11.1. If to the Seller, to the Seller at his address as first set forth above, or at such other address as shall have been specified by the Seller to the Buyer in accordance with the provisions of this section; and 11.2. If to the Buyer, to the Buyer c/o Fleet Financial Group, One Federal Street, Boston, Massachusetts 02110, Attention: Secretary, or at such other address as shall have been specified by the Buyer to the Seller in accordance with the provisions of this section. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect any choice or contract of law provision or rule that would cause the application of the substantive laws of any other state. -5- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. FLEET NATIONAL BANK By: /s/ Michael Noble -------------------------------- Title: Senior Vice President -------------------------------- H. James Field, Jr. -6- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. FLEET NATIONAL BANK By: -------------------------------- Title: /s/ H. James Field, Jr. -------------------------------- H. James Field, Jr. -6- EXHIBIT I CONVERTIBLE PROMISSORY NOTE $2,356,000 Boston, Massachusetts As of January 15, 1997 FOR VALUE RECEIVED, the undersigned, Fleet National Bank, a national banking association (the "Bank"), promises to pay to H. James Field, Jr., an individual resident at 771 Shady Lake Lane, Vero Beach, Florida 32963 ("Field;" together with any subsequent holder hereof, the "Holder") or order on January 15, 2012, the principal sum of two million three hundred fifty six thousand dollars ($2,356,000), together with interest in arrears from the date hereof on the principal amount from time to time unpaid at a per annum rate of seven percent (7%). The Bank shall pay such interest quarterly on the 15th day of April, July, October and January in each year commencing April 15, 1997, except that all accrued but unpaid interest shall be paid at the stated or accelerated maturity date hereof. This Convertible Promissory Note (the "Note") may not be prepaid in whole or in part at any time. All payments hereunder shall be made to the Holder at the address first shown above or at such other address as the Holder may designate to the Bank from time to time in writing. In the event of any of the following (each a "Default") the Holder may by notice in writing to the Bank declare the entire unpaid principal of this Note, together with accrued interest thereon, immediately due and payable: (a) the Bank fails to make any payment of interest on this Note as provided herein, and such failure continues for a period of 15 days, (b) there is a breach of any of the Exhibit Obligations (as defined below) or (c) the Bank is the subject of any receivership proceeding initiated by any state or federal bank regulatory authority or files or has filed against it any petition under any bankruptcy or insolvency law or for the appointment of a receiver or makes a general assignment for the benefit of creditors. No failure by the Holder to take action with respect to any such Default shall affect the Holder's subsequent rights to take action with respect to the same or any other Default. In the event of Default, the Bank agrees to pay all reasonable costs incurred by the Holder in collecting amounts due or otherwise enforcing Holder's other rights hereunder, including reasonable attorneys' fees. This Note is unsecured and, if so requested by the Bank, the Holder hereof agrees to execute and deliver any instruments which the Bank may reasonably require in order to subordinate this Note to any other indebtedness of the Bank to unaffiliated third-parties. I-1 Holder shall have the rights and privileges set forth in Exhibits A and B annexed hereto and incorporated herein, on the terms and conditions thereof, and all obligations under Exhibits A and B which are owed to or benefit the Holder (the "Exhibit Obligations") shall be considered as obligations owed the Holder by the Bank under this Convertible Note. In addition, the Holder shall have recourse to Fleet Financial Group, Inc. ("FFG") under its Joinder to this Note on account of any breach of the Exhibit Obligations by FFG or the Bank. Capitalized terms used in Exhibits A and B and not otherwise defined therein shall have the meanings given to them in this Note. The Bank and each guarantor or endorser of this Note hereby severally expressly waives presentment, demand, notice of non-payment and protest, and all other notices or demands required by law, except as expressly provided in this Note. THE BANK HEREBY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS NOTE. The rights and obligations of the Bank and all provisions hereof shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, except to the extent that such laws are superseded by federal enactments. IN WITNESS WHEREOF, the undersigned Bank has caused this Note to be executed under its corporate seal by its duly authorized officer as of the date first above written. FLEET NATIONAL BANK By: -------------------------------- Name: [Seal] Title: - --------------------------- Witness I-2 JOINDER The undersigned hereby joins in the execution and delivery of this Convertible Promissory Note for the purposes of assuming and guaranteeing, severally and unconditionally, the obligations described in Exhibit A and B to this Note, but otherwise without recourse under this Note. FLEET NATIONAL BANK By: -------------------------------- Name: Title: Hereunto duly authorized - --------------------------- Witness I-3 Exhibit A CONVERSION RIGHTS 1. Right to Convert. Subject to the terms and conditions contained herein, the Holder of the Note to which this Exhibit A is annexed shall have the right at any time on or after the first anniversary date of the Note to convert all or any part of the principal amount of the Note outstanding on the date of conversion into the number of shares (the "Shares") of common stock of Fleet Financial Group, Inc. ("FFG"), par value $.0l per share (the "Common Stock") equal to the amount so to be converted divided by $50.575. 2. Adjustment to Conversion Price. The conversion price shall be proportionally adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from any subdivision or consolidation of shares or other capital adjustment, the payment of a stock dividend or any other increase or decrease in such shares effected without receipt of consideration by FFG to the same extent as any such change would result in a change in the exercise price of options issued under FFG's Amended and Restated 1992 Stock Option and Restricted Stock Plan (as from time to time in effect) or any successor plan of similar general applicability. 3. Exercise of Conversion Rights. The Holder shall exercise the Holder's rights to convert as described herein by surrendering the Note to the Bank, at the offices of the Bank at One Monarch Place, Springfield, MA 01102 or at such other address as the Bank has provided to the Holder in writing. The Note shall be accompanied by written notice stating the portion of the Note which the Holder intends to convert, which if less than the amount of all outstanding amounts under the Note shall be no less than $100,000. No fractional shares or script representing fractional shares will be issued upon any conversion, but an adjustment in cash will be made in respect of any fraction of a share which would otherwise be issuable upon surrender of the Note for conversion. If any such conversion shall be for less than the full principal amount of the Note then outstanding, the Bank will forthwith issue to the Holder a new Note in the principal amount remaining after such conversion, dated the date hereof, and otherwise upon all of the terms and conditions and in the form hereof. The Note shall be deemed to have been converted immediately prior to the close of business on the day of surrender of the Note for conversion in accordance with the foregoing provisions, and at such time the rights of the Holder, as Holder of the Note, shall cease to the extent of the portion of the Note so converted and the Holder shall be treated for all purposes as the record holder of the Common Stock issuable upon conversion of the Note. As promptly as practicable on or after the date of any conversion in full or in part of the Note, but in no event later than five business days thereafter, FFG shall contribute the Shares to be issued to the Holder to the Bank and the Bank shall deliver to the Holder, or as the Holder may direct, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion together with (a) payment in lieu of any fraction of a share, as hereinabove A-1 provided, (b) in the case of any partial conversion of the Note, a new Note or Note as hereinabove provided and (c) interest through the date of conversion on the principal amount converted. 4. Provisions Applicable in Connection with a Consolidation, Merger, Sale of Assets or Reorganization of FFG. If Fleet is a party to any transaction (a "Transaction"), including without limitation, a merger, consolidation, sale of all or substantially all of FFG's assets or recapitalization of Common Stock, in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of FFG or common stock or other securities of another corporation or interests in a non-corporate entity or other property, including cash, or any combination of any of the foregoing, provisions shall be made to permit Holder to convert the Note in whole or in part prior to consummation of such a transaction so as to entitle the Holder to receive, in exchange for the Shares received on such conversion, such stock, other securities, cash or property. If the Transaction does not qualify as a tax free reorganization under Section 368 of the Internal Revenue Code, as tax free under Section 351 of the Code, or as tax free under any successor provision or provisions (a "Tax Free Reorganization"), any portion of the Note not converted prior to the Transaction and outstanding after the Transaction shall not be convertible after the Transaction. If the Transaction does qualify as a Tax Free Reorganization, after giving effect to any conversion of a portion of the Note prior to the Transaction, the Note shall be subject to the following provisions, unless the Holder prior to the Transaction irrevocably elects in a writing delivered to the Bank to forego any further conversion of the Note: (i) The Bank shall make a reasonable determination of the consideration (the "Consideration") which the Holder would have received if the Note had been converted into Shares just prior to the Transaction and exchanged in the Transaction. For this purpose, if the Holder could have elected what would be received in the Transaction, the Consideration which could have been received shall be determined by assuming that the Holder elected to receive the maximum amount of the Consideration which would qualify as nonrecognition property under the Code. (ii) Promptly after the effective date of the Transaction, the Holder shall deliver the Note to the Bank and, within five business days after the Holder presents the Note to the Bank, the Bank shall: (a) transfer to the Holder of the Note the recognition property included in the Consideration, in complete payment and satisfaction of a portion of the Note determined by multiplying the Note by a fraction the numerator of which is the fair market value of such recognition property determined as of the effective date of the Transaction and the denominator of which is the fair market value of the Consideration as of such date, A-2 Exhibit B REGISTRATION RIGHTS 1. FFG's Registration Obligations. On or before the first anniversary of the date of the Note, FFG shall prepare and file and cause to become effective a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act") for the sale of the Shares of Common Stock to be delivered to the Holder on conversion of Note. FFG shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until all of such shares shall have been sold pursuant to such Registration Statement. 2. Exception to Registration Requirements When Shares May Be Sold Under Rule 144. Notwithstanding the provisions of Section 1 of this Exhibit B, FFG shall not be obligated to file or to keep effective any such Registration Statement for any time period during which the original holder of the Note is eligible, or if such original Holder still held the note, would be eligible, to sell all Shares issuable on conversion of the remaining outstanding principal amount of the Note in a single transaction under Rule 144 without invoking Rule 144(e)(1)(ii) or (iii). 3. Miscellaneous. FFG shall reserve for issuance the maximum number of shares issuable at any time on conversion of the entire outstanding principal amount of the Note. Any Shares issued on conversion of the Note shall be duly listed for trading on the New York Stock Exchange (or if different at any time, any other securities exchange or national market system on which the shares of FFG Common Stock are principally traded), subject to official notice of issuance. B-1 EX-4.(B) 3 EXHIBIT 4(B) EXHIBIT 4(b) STOCK PURCHASE AGREEMENT Introduction THIS AGREEMENT by and between Scott B. Laurans, 35 Barberry Hill Road, Providence, RI 02906 (the "Seller") and Fleet National Bank, a national banking association, One Monarch Place, Springfield, MA 01102 (the "Buyer") is dated as of January 15, 1997. Recitals The Seller is the owner of 17,500 shares (the "Purchased Shares") of the issued and outstanding common stock of the Providence Group Investment Advisory Company, a Rhode Island corporation ("TPG"). Upon the terms and conditions set forth in this Agreement, the Seller desires to sell, and the Buyer desires to Purchase, the Purchased Shares. Agreements The parties have mutually agreed as follows: 1. Purchase and Sale of Shares. Subject to the terms and conditions set forth in this Agreement, the Seller hereby sells and transfers to the Buyer the Purchased Shares and the Buyer hereby purchases from the Seller the Purchased Shares, in exchange for the delivery by the Buyer to the Seller of the Convertible Promissory Note (the "Note") of the Buyer in the form of such Note attached hereto as Exhibit I. 2. Representations and Warranties of Seller. The Seller represents and warrants to the Buyer as follows: 2.1. Ownership of Purchased Shares. The Seller owns all of the Purchased Shares, free and clear of all liens, encumbrances, security interests, claims and restrictions. Other than the shares of common stock of TPG owned by Scott Laurans ("Laurans") and the preferred stock of TPG owned by the Buyer, the Purchased Shares represent all of the outstanding shares of stock of TPG. The Seller has full power and authority to transfer the Purchased Shares to the Buyer. On the Closing Date, the Buyer will acquire title to the Purchased Shares free and clear of any restrictions, liens and encumbrances whatsoever. There are no rights, subscriptions, warrants, options, conversion rights or other arrangements of any kind outstanding to purchase or otherwise acquire any of the Purchased Shares, except as otherwise provided in an Investment Agreement by and among TPG, certain of its shareholders and Fleet Financial Group, Inc. ("FFG"), dated as of September 19, 1994, as amended. The Seller has not granted any right of first refusal or other right to restrain the transfer of the Purchased Shares. 2.2. Unauthorized Action. The Seller in his capacity as an officer, director and stockholder of TPG has not taken any action or omitted to take any action that would or could incur any material liability or obligation on behalf of TPG that has not been disclosed to the Buyer prior to the date hereof. 2.3. Reports and Financial Statements; Undisclosed Liabilities. The Buyer has heretofore been furnished with complete and correct copies of the following: the audited balance sheet of TPG as of December 31, 1995 and the related audited statements of earnings, retained earnings and cash flows for the year then ended, as well as the unaudited balance sheet of TPG as of September 30, 1996 (the "Balance Sheet Date") and the related unaudited statements of earnings, retained earnings and cash flows for the nine-month period then ended, and all of the notes to all such statements, each of which is attached hereto as Schedule 2.3 (collectively, the "Financial Statements"). Each of the Financial Statements were prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods; each of the balance sheets included in such Financial Statements fairly presents the financial condition of TPG as of the close of business on the date thereof; and each of the statements of earnings included in such Financial Statements fairly presents the results of operations of TPG for the period then ended. TPG has no liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, which are not fully reflected or reserved against in the Financial Statements, except for liabilities that may have arisen in the ordinary and usual course of business and consistent with past practice and that individually or in the aggregate do not have and could not be reasonably expected to have a material adverse effect on TPG. 2.4. Compliance with Laws. TPG is in compliance in all material respects with, and is not in any material respect in default under or in violation of, and the operation of the business of TPG does not contravene in any material respect, any statute, law (including environmental or employment laws), ordinance, decree, order, rule or regulation of any governmental body applicable to TPG or TPG's business, including, without limitation, rules and regulations of the Securities and Exchange Commission and the Securities Division of the Rhode Island Department of Business Regulation. -2- 2.5. No Conflicting Obligations. The execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not conflict with any understanding or agreement to which the Seller is a party or by which the Seller is bound. 3. Representations and Warranties of Buyer. The Buyer represents and warrants to the Seller as follows: 3.1. Authorization. The execution and delivery of this Agreement and the issuance, execution and delivery of the Note (together with this Agreement, the "Documents") and the performance by the Buyer of its obligations thereunder have been duly authorized by all requisite corporate action and each of the Documents constitutes the duly authorized and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms. 3.2. No Conflict. Neither the execution and delivery of the Documents by the Buyer nor the performance by the Buyer of its obligations thereunder conflict with any provision of the Buyer's charter or by-laws or with any agreement, contract or commitment, to which the Buyer is a party or by which the Buyer's property is bound, or any federal, state or local law, ordinance or regulation. 3.3. Regulatory Approvals. Buyer has obtained all regulatory approvals, if any, required for the Buyer to execute and deliver each of the Documents and to perform its obligations thereunder. 4. Closing. The closing of the transactions contemplated by this Agreement shall occur simultaneously with the execution and delivery hereof, at the offices of Ropes & Gray, One International Place, Boston, MA. 4.1. Seller's Deliveries at Closing. At the closing, the Seller will deliver to the Buyer the following, all documents to be in form and substance satisfactory to the Buyer and the Buyer's counsel: 4.1.1. A certificate or certificates representing the Purchased Shares, registered in the name of the Seller, duly endorsed by the Seller for transfer to the Buyer or accompanied by an assignment of the Purchased Shares to the Buyer duly executed by the Seller; 4.2. Buyer's Deliveries at Closing. At the closing, the Buyer will deliver to the Seller the following, all documents to be in form and substance satisfactory to Seller and Seller's counsel: -3- 4.2.1. The Note, duly executed by an authorized officer of the Buyer, the Joinder to which shall have been duly executed by an authorized officer of Fleet Financial Group, Inc. ("FFG"). 4.2.2. Corporate resolutions of the Buyer authorizing the transactions provided for in this Agreement. 4.2.3. Corporate resolutions of FFG authorizing FFG to execute and deliver the Joinder and the transactions contemplated thereby, including, without limitation, the issuance of the shares of the FFG Common Stock to be issued upon conversion of the Note. 5. No Broker. Each of the parties represents and warrants that such party has dealt with no broker or finder in connection with any of the transactions contemplated by this Agreement, and, insofar as each party knows, no broker or other person is entitled to any commission or finder's fee in connection with any such transaction. 6. Fees and Expenses. Each party shall pay all fees and expenses incurred by it in connection with this Agreement and the consummation of the transactions contemplated herein. 7. Entire Agreement; Modification; Waiver. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties regarding such subject matter. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties and no waiver of any provision of this Agreement shall be binding unless signed by the party giving such waiver. 8. Further Assurances. Each party shall from time to time execute and deliver such additional documents and instruments and take such additional actions as any other party may reasonably require in order to carry out the transactions contemplated by this Agreement. 9. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 10. Survival. All representations, warranties, covenants and agreements of the parties contained in this Agreement or the Note shall survive the Closing, provided, however, that neither party shall have any liability for the breach of any representation or warranty made herein unless such party shall have received written notice of such breach from the other party, specifying such breach in reasonable detail, prior to the second anniversary date of this Agreement. -4- 11. Notices. All notices, requests, demands or communications required or permitted to be given or made under this Agreement or the Note must be in writing and shall be deemed to be received (i) if delivered in person, when actually delivered, (ii) if sent by confirmed telecopy, with a copy of such telecopy is sent by registered or certified mail, (iii) if delivered by overnight courier, when actually delivered or (iv) if delivered by mail, when five business days shall have elapsed after the same shall have been deposited in the United States mails, postage prepaid and registered or certified, and in the case of each of (i) through (iv), when addressed as follows: 11.1. If to the Seller, to the Seller at his address as first set forth above, or at such other address as shall have been specified by the Seller to the Buyer in accordance with the provisions of this section; and 11.2. If to the Buyer, to the Buyer c/o Fleet Financial Group, One Federal Street, Boston, Massachusetts 02110, Attention: Secretary, or at such other address as shall have been specified by the Buyer to the Seller in accordance with the provisions of this section. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect any choice or contract of law provision or rule that would cause the application of the substantive laws of any other state. -5- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. By: /s/ Michael Noble -------------------------------- Title: Senior Vice President /s/ Scott B. Laurans -------------------------------- Scott B. Laurans -6- EXHIBIT I CONVERTIBLE PROMISSORY NOTE $2,356,000 Boston, Massachusetts As of January 15, 1997 FOR VALUE RECEIVED, the undersigned, Fleet National Bank, a national banking association (the "Bank"), promises to pay to Scott B. Laurans, an individual resident at 35 Barberry Hill Road, Providence, RI 02906 ("Laurans;" together with any subsequent holder hereof, the "Holder") or order on January 15, 2012, the principal sum of two million three hundred fifty six thousand dollars ($2,356,000), together with interest in arrears from the date hereof on the principal amount from time to time unpaid at a per annum rate of seven percent (7%). The Bank shall pay such interest quarterly on the 15th day of April, July, October and January in each year commencing April 15, 1997, except that all accrued but unpaid interest shall be paid at the stated or accelerated maturity date hereof. This Convertible Promissory Note (the "Note") may not be prepaid in whole or in part at any time. All payments hereunder shall be made to the Holder at the address first shown above or at such other address as the Holder may designate to the Bank from time to time in writing. In the event of any of the following (each a "Default") the Holder may by notice in writing to the Bank declare the entire unpaid principal of this Note, together with accrued interest thereon, immediately due and payable: (a) the Bank fails to make any payment of interest on this Note as provided herein, and such failure continues for a period of 15 days, (b) there is a breach of any of the Exhibit Obligations (as defined below) or (c) the Bank is the subject of any receivership proceeding initiated by any state or federal bank regulatory authority or files or has filed against it any petition under any bankruptcy or insolvency law or for the appointment of a receiver or makes a general assignment for the benefit of creditors. No failure by the Holder to take action with respect to any such Default shall affect the Holder's subsequent rights to take action with respect to the same or any other Default. In the event of Default, the Bank agrees to pay all reasonable costs incurred by the Holder in collecting amounts due or otherwise enforcing Holder's other rights hereunder, including reasonable attorneys' fees. This Note is unsecured and, if so requested by the Bank, the Holder hereof agrees to execute and deliver any instruments which the Bank may reasonably require in order to subordinate this Note to any other indebtedness of the Bank to unaffiliated third-parties. I-1 Holder shall have the rights and privileges set forth in Exhibits A and B annexed hereto and incorporated herein, on the terms and conditions thereof, and all obligations under Exhibits A and B which are owed to or benefit the Holder (the "Exhibit Obligations") shall be considered as obligations owed the Holder by the Bank under this Convertible Note. In addition, the Holder shall have recourse to Fleet Financial Group, Inc. ("FFG") under its Joinder to this Note on account of any breach of the Exhibit Obligations by FFG or the Bank. Capitalized terms used in Exhibits A and B and not otherwise defined therein shall have the meanings given to them in this Note. The Bank and each guarantor or endorser of this Note hereby severally expressly waives presentment, demand, notice of non-payment and protest, and all other notices or demands required by law, except as expressly provided in this Note. THE BANK HEREBY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS NOTE. The rights and obligations of the Bank and all provisions hereof shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts except to the extent that such laws are superseded by federal enactments. IN WITNESS WHEREOF, the undersigned Bank has caused this Note to be executed under its corporate seal by its duly authorized officer as of the date first above written. FLEET NATIONAL BANK By: -------------------------------- Name: [Seal] Title: - --------------------------- Witness I-2 JOINDER The undersigned hereby joins in the execution and delivery of this Convertible Promissory Note for the purposes of assuming and guaranteeing, severally and unconditionally, the obligations described in Exhibit A and B to this Note, but otherwise without recourse under this Note. FLEET NATIONAL BANK By: -------------------------------- Name: Title: Hereunto duly authorized - --------------------------- Witness I-3 Exhibit A CONVERSION RIGHTS 1. Right to Convert. Subject to the terms and conditions contained herein, the Holder of the Note to which this Exhibit A is annexed shall have the right at any time on or after the first anniversary date of the Note to convert all or any part of the principal amount of the Note outstanding on the date of conversion into the number of shares (the "Shares") of common stock of Fleet Financial Group, Inc. ("FFG"), par value $.01 per share (the "Common Stock") equal to the amount so to be converted divided by $50.575. 2. Adjustment to Conversion Price. The conversion price shall be proportionally adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from any subdivision or consolidation of shares or other capital adjustment, the payment of a stock dividend or any other increase or decrease in such shares effected without receipt of consideration by FFG to the same extent as any such change would result in a change in the exercise price of options issued under FFG's Amended and Restated 1992 Stock Option and Restricted Stock Plan (as from time to time in effect) or any successor plan of similar general applicability. 3. Exercise of Conversion Rights. The Holder shall exercise the Holder's rights to convert as described herein by surrendering the Note to the Bank, at the offices of the Bank at One Monarch Place, Springfield, MA 01102 or at such other address as the Bank has provided to the Holder in writing. The Note shall be accompanied by written notice stating the portion of the Note which the Holder intends to convert, which if less than the amount of all outstanding amounts under the Note shall be no less than $100,000. No fractional shares or script representing fractional shares will be issued upon any conversion, but an adjustment in cash will be made in respect of any fraction of a share which would otherwise be issuable upon surrender of the Note for conversion. If any such conversion shall be for less than the full principal amount of the Note then outstanding, the Bank will forthwith issue to the Holder a new Note in the principal amount remaining after such conversion, dated the date hereof, and otherwise upon all of the terms and conditions and in the form hereof. The Note shall be deemed to have been converted immediately prior to the close of business on the day of surrender of the Note for conversion in accordance with the foregoing provisions, and at such time the rights of the Holder, as Holder of the Note, shall cease to the extent of the portion of the Note so converted and the Holder shall be treated for all purposes as the record holder of the Common Stock issuable upon conversion of the Note. As promptly as practicable on or after the date of any conversion in full or in part of the Note, but in no event later than five business days thereafter, FFG shall contribute the Shares to be issued to the Holder to the Bank and the Bank shall deliver to the Holder, or as the Holder may direct, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion together with (a) payment in lieu of any fraction of a share, as hereinabove A-1 provided, (b) in the case of any partial conversion of the Note, a new Note or Note as hereinabove provided and (c) interest through the date of conversion on the principal amount converted. 4. Provisions Applicable in Connection with a Consolidation, Merger, Sale of Assets or Reorganization of FFG. If Fleet is a party to any transaction (a "Transaction"), including without limitation, a merger, consolidation, sale of all or substantially all of FFG's assets or recapitalization of Common Stock, in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of FFG or common stock or other securities of another corporation or interests in a non-corporate entity or other property, including cash, or any combination of any of the foregoing, provisions shall be made to permit Holder to convert the Note in whole or in part prior to consummation of such a transaction so as to entitle the Holder to receive, in exchange for the Shares received on such conversion, such stock, other securities, cash or property. If the Transaction does not qualify as a tax free reorganization under Section 368 of the Internal Revenue Code, as tax free under Section 351 of the Code, or as tax free under any successor provision or provisions (a "Tax Free Reorganization"), any portion of the Note not converted prior to the Transaction and outstanding after the Transaction shall not be convertible after the Transaction. If the Transaction does qualify as a Tax Free Reorganization, after giving effect to any conversion of a portion of the Note prior to the Transaction, the Note shall be subject to the following provisions, unless the Holder prior to the Transaction irrevocably elects in a writing delivered to the Bank to forego any further conversion of the Note: (i) The Bank shall make a reasonable determination of the consideration (the "Consideration") which the Holder would have received if the Note had been converted into Shares just prior to the Transaction and exchanged in the Transaction. For this purpose, if the Holder could have elected what would be received in the Transaction, the Consideration which could have been received shall be determined by assuming that the Holder elected to receive the maximum amount of the Consideration which would qualify as nonrecognition property under the Code. (ii) Promptly after the effective date of the Transaction, the Holder shall deliver the Note to the Bank and, within five business days after the Holder presents the Note to the Bank, the Bank shall: (a) transfer to the Holder of the Note the recognition property included in the Consideration, in complete payment and satisfaction of a portion of the Note determined by multiplying the Note by a fraction the numerator of which is the fair market value of such recognition property determined as of the effective date of the Transaction and the denominator of which is the fair market value of the Consideration as of such date, A-2 (b) pay the Holder interest through the effective date of the Transaction on that portion of the Note paid under (ii)(a) above, and (c) deliver to the Holder a new Note in the principal amount remaining after the payment in (ii)(a) above, dated the date hereof, and otherwise upon all of the terms and conditions and in the form hereof except that it shall be convertible as provided in (iii) below. (iii) The Note issued under (ii)(c) above shall be convertible into the nonrecognition property included in the Consideration and shall after its issuance be adjusted on terms and conditions equivalent to those specified in this Exhibit A, including, with respect to any future Transaction, the provisions of this Section 4. A-3 Exhibit B REGISTRATION RIGHTS 1. FFG's Registration Obligations. On or before the first anniversary of the date of the Note, FFG shall prepare and file and cause to become effective a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act") for the sale of the Shares of Common Stock to be delivered to the Holder on conversion of Note. FFG shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until all of such shares shall have been sold pursuant to such Registration Statement. 2. Exception to Registration Requirements When Shares May Be Sold Under Rule 144. Notwithstanding the provisions of Section 1 of this Exhibit B, FFG shall not be obligated to file or to keep effective any such Registration Statement for any time period during which the original holder of the Note is eligible, or if such original Holder still held the note, would be eligible, to sell all Shares issuable on conversion of the remaining outstanding principal amount of the Note in a single transaction under Rule 144 without invoking Rule 144(e)(1)(ii) or (iii). 3. Miscellaneous. FFG shall reserve for issuance the maximum number of shares issuable at any time on conversion of the entire outstanding principal amount of the Note. Any Shares issued on conversion of the Note shall be duly listed for trading on the New York Stock Exchange (or if different at any time, any other securities exchange or national market system on which the shares of FFG Common Stock are principally traded), subject to official notice of issuance. B-1 EX-5 4 EXH-5 December 31, 1997 Fleet Financial Group, Inc. One Federal Street Boston, Massachusetts 02110 Ladies and Gentlemen: We have examined the Registration Statement on Form S-3 (the "Registration Statement") to be filed by Fleet Financial Group, Inc. (the "Company") with the Securities and Exchange Commission on the date hereof in connection with the registration under the Securities Act of 1933, as amended, of 93,168 shares of common stock, $0.01 par value, including the associated preferred share purchase rights (the "Common Stock"). We have served as counsel for the Company and, as such, 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 to date; (2) The By-Laws of the Company, as amended to date; (3) Specimen certificate of the Common Stock; and (4) All corporate minutes and proceedings of the Company relating to the issuance of the Common Stock being registered under the Registration Statement. We have also examined such further documents, records and proceedings as we have deemed pertinent in connection with the issuance of the 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 also are familiar with the additional proceedings proposed to be taken by the Company in connection with the authorization, registration, issuance and sale of the Common Stock. Fleet Financial Group, Inc. December 31, 1997 Page 2 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, subject to the proposed additional proceedings being duly taken and completed as now contemplated by the Company prior to the issuance of the Common Stock, it is our opinion that the Common Stock, when issued and paid for, 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 of the Company. We consent to the use of this opinion as an exhibit to the Registration Statement and to the references to our firm in the Prospectus which is part of the Registration Statement. Very truly yours, Edwards & Angell EX-23.(A) 5 EXH 23(A) CONSENT OF KPMG Exhibit 23(a) 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, and to the reference to our firm under the heading "Experts". KPMG Peat Marwick LLP Boston, Massachusetts December 31, 1997 -----END PRIVACY-ENHANCED MESSAGE-----