-----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, GWN5uha1rcswMI748RhNh7ov+Dlrb/J18+9PW27uhCBxq51m9AbkLG1NHJr+xVsr VhFX02nYghoWy7bLHdlaAw== 0000908662-97-000084.txt : 19970926 0000908662-97-000084.hdr.sgml : 19970926 ACCESSION NUMBER: 0000908662-97-000084 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970925 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUICK & REILLY GROUP INC /DE/ CENTRAL INDEX KEY: 0000719544 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133082841 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-35030 FILM NUMBER: 97685677 BUSINESS ADDRESS: STREET 1: 230 SOUTH COUNTY RD CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: 5616558000 MAIL ADDRESS: STREET 1: 26 BROADWAY 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: QUICK & REILLY GROUP INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: QUICK & REILLY GROUP INC /VA/ DATE OF NAME CHANGE: 19600201 FILED BY: 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: SC 13D 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 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.____) The Quick & Reilly Group, Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 748376100 (CUSIP Number) William C. Mutterperl Senior Vice President and General Counsel Fleet Financial Group, Inc. One Federal Street Boston, Massachusetts 02110 (617) 292-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 16, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ]. CUSIP No. 748376100 1) NAMES OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Fleet Financial Group, Inc. E.I.N. 05-0341324 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) N/A (b) N/A 3) SEC USE ONLY 4) SOURCE OF FUNDS WC 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island 7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 7,688,241 8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER -0- 9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER 7,688,241 10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -0- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,688,241 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% 14) TYPE OF REPORTING PERSON CO This statement is being filed to report the granting by The Quick & Reilly Group, Inc., a Delaware corporation (the "Company"), to Fleet Financial Group, Inc., a Rhode Island corporation ("FFG"), of an option (the "Option") to purchase up to 7,688,241 shares (the "Option Shares") of the outstanding common stock, $0.10 par value, of the Company, pursuant to a Stock Option Agreement (the "Stock Option Agreement") dated September 16, 1997, between the Company and FFG. The Stock Option Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. The exercise of the Option is subject to the occurrence of certain events relating to attempts by third parties to acquire the Company prior to the effective date of the Merger (as hereinafter defined). The Company, FFG and Fleet Securities, Inc. ("Merger Sub") have also entered into an Agreement and Plan of Merger dated as of September 16, 1997 (herein referred to as the "Agreement"), pursuant to which the Company will merge with and into Merger Sub (the "Merger"). The Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference. ITEM 1. SECURITY AND ISSUER This statement relates to shares of common stock, $0.10 par value, of the Company (the "Common Stock"). The principal executive offices of the Company are located at 230 South County Road, Palm Beach, Florida 33480. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is being filed by FFG, a Rhode Island corporation. The names and citizenship of the executive officers and directors of FFG are set forth on Annex A attached hereto, which Annex is incorporated herein by reference. (b) The executive offices and principal place of business of FFG is located at One Federal Street, Boston, Massachusetts 02110. The business addresses of the executive officers and directors of FFG are set forth on Annex A attached hereto, which Annex is incorporated herein by reference. (c) FFG is a diversified financial services company engaged in a general commercial banking and trust business through its banking subsidiaries and a broad range of financial services through its non-banking subsidiaries. The present principal occupations of the executive officers and directors of FFG are set forth on Annex A attached hereto, which Annex is incorporated herein by reference. (d) During the last five years, neither FFG nor, to the best of FFG's knowledge, any of FFG's directors or executive officers listed on Annex A have been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors). (e) During the last five years, neither FFG nor, to the best of FFG's knowledge, any of FFG's directors or executive officers listed on Annex A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Company granted FFG the Option in consideration of FFG's entering into the Agreement. The Stock Option Agreement provides that the consideration for the Common Stock purchased upon exercise of the Option shall be payable in immediately available funds. It is anticipated that any funds used to purchase Option Shares will be provided by the general working capital of FFG. ITEM 4. PURPOSE OF THE TRANSACTION Through the Merger, FFG is seeking to acquire the entire equity interest of the Company. The Stock Option Agreement is designed to, and FFG requested such agreement because it believed that it would, enhance the likelihood that the Merger would be successfully consummated in accordance with the terms contemplated by the Agreement. On the effective date of the Merger, the issued and outstanding shares of Common Stock (except for shares of Common Stock held by the Company or any of its subsidiaries or by FFG or any of its subsidiaries, in each case, other than in a fiduciary (including custodial or agency) capacity or as a result of debts previously contracted) shall be automatically converted into the right to receive 0.578 shares of the common stock, $0.01 par value, of FFG ("FFG Common Stock"). No fractional shares of FFG Common Stock will be issued in the Merger, and the Company's stockholders who otherwise would be entitled to receive a fractional share of FFG Common Stock will receive a cash payment in lieu thereof. Pursuant to the Stock Option Agreement, the Company granted FFG an option (the "Option") to purchase up to 7,688,241 authorized but unissued shares (the "Option Shares") of Common Stock for $35.04 per share. The Option will become exercisable in whole or in part at any time prior to its expiration, if (i) the Company, without the prior written consent of FFG, enters into an agreement with any person (other than FFG) to effect (any of the following, an "Acquisition Transaction") (a) a merger, consolidation or similar transaction involving the Company or any of its Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X promulgated by the Securities and Exchange Commission) (other than mergers, consolidations or similar transactions involving (x) the Company or any of its Significant Subsidiaries in which the voting securities of the Company immediately prior to such transaction continue to represent at least 65% of the combined voting power of the voting securities of the Company or the surviving entity outstanding immediately after such transaction or (y) only the Company and its subsidiaries), (b) the purchase, lease or other acquisition of all or a substantial portion of the assets of the Company or any of its Significant Subsidiaries, (c) a purchase or other acquisition (including by way of merger, consolidation, share exchange or otherwise) of securities representing 20% or more of the voting power of the Company or any of its subsidiaries or (d) any substantially similar transaction, (ii) the Board of Directors of the Company shall have recommended that the stockholders of the Company approve or accept any Acquisition Transaction, or (iii) any person (other than FFG) acquired beneficial ownership of 20% or more of the then outstanding shares of Common Stock. As more fully set forth in the Stock Option Agreement, FFG (or a subsequent holder of the Option or Option Shares) has the right under specified circumstances to require the Company to repurchase the Option or Option Shares. Upon consummation of the Merger, FFG has agreed to cause one member of the Company's Board of Directors on the date hereof (selected by FFG after consultation with the Company), who is still a member of the Company's Board of Directors immediately prior to the effective date of the Merger and willing and eligible to serve, to be elected or appointed as a director of FFG. During the period from September 16, 1997 to the effective date of the Merger, the Company has agreed that without the consent of FFG it will not (i) issue, sell or otherwise permit to become outstanding (including pursuant to any stock split, stock dividend, recapitalization or similar transaction or pursuant to any Compensation and Benefit Plan qualified under Section 401(k) of the Internal Revenue Code of 1986 to the extent such Compensation and Benefit Plan offers Common Stock as an investment option), or authorize the creation of, any capital stock, including any additional Common Stock or any Rights (as defined in the Agreement), (ii) enter into any agreement, understanding or arrangement with respect to the voting of its capital stock, (iii) enter into any agreement with respect to the foregoing, (iv) permit any additional Common Stock to become subject to new grants of employee or director stock options, other Rights or similar stock-based employee rights, (v) make, declare, pay or set aside for payment any dividend (other than (A) regular quarterly cash dividends at a rate not to exceed $0.06 per share with record and payment dates consistent with past practice and (B) dividends from wholly owned Subsidiaries to the Company or another wholly-owned subsidiary of the Company) on or in respect of, or declare or make any distribution on, any Common Stock, or (vi) directly or indirectly, adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock except pursuant to the exercise of stock options outstanding as of September 16, 1997. If the Merger is consummated as contemplated, the Common Stock will cease to be listed on the New York Stock Exchange and such securities will become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. Other than as described above or in Item 5 below, FFG does not have any plans or proposals which relate to or would result in any of the matters listed in Items 4(a) - (j) of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) To the best of FFG's knowledge, there were no more than 38,664,015 shares of Common Stock issued and outstanding as of August 29, 1997, and 29,636 shares of Common Stock were held in treasury as of September 16, 1997. The 7,688,241 Option Shares therefore represent 19.9% of the number of shares of Common Stock issued and outstanding as of August 29, 1997. (b) If the Option were exercised, FFG would have the sole power to vote and dispose of the Option Shares. (c) N/A (d) N/A (e) N/A ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except as described in the introductory statement hereto and Item 5 of this Schedule 13D, which statement and Item are incorporated herein by reference, neither FFG nor, to the best of its knowledge, any of FFG's directors and executive officers has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Option Agreement dated as of September 16, 1997 between the Company and FFG (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K dated September 16, 1997 filed by The Quick & Reilly Group, Inc. (Commission File No. 1-8517)). 2. Agreement and Plan of Merger dated as of September 16, 1997 by and among FFG, Merger Sub and the Company (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K dated September 16, 1997 filed by The Quick & Reilly Group, Inc. (Commission File No. 1-8517)). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: September 16, 1997 FLEET FINANCIAL GROUP, INC. By:/s/Drew J. Pfirrman --------------------------------------- Drew J. Pfirrman Associate General Counsel ANNEX A FLEET FINANCIAL GROUP, INC. DIRECTORS AND EXECUTIVE OFFICERS 1. Joel B. Alvord Business Address: Shawmut Capital Management, Inc. One Federal Street, 9th Floor Boston, MA 02211 Principal Occupation: President & Managing Director Citizenship: United States 2. William Barnet, III Business Address: William Barnet & Son 1300 Hayne Street Arcadia, SC 29320 Principal Occupation: President Citizenship: United States 3. Bradford R. Boss Business Address: A.T. Cross Company One Albion Road Lincoln, RI 02865 Principal Occupation: Chairman Citizenship: United States 4. Stillman B. Brown Business Address: Harcott Associates 196 Trumbull Street, 4th Floor Hartford, CT 06103 Principal Occupation: President Citizenship: United States 5. Paul J. Choquette, Jr. Business Address: Gilbane Building Company Seven Jackson Walkway Providence, RI 02940 Principal Occupation: President Citizenship: United States 6. John T. Collins Business Address: The Collins Group, Inc. 60 State Street Boston, MA 02115 Principal Occupation: Chairman and Chief Executive Officer Citizenship: United States 7. David L. Eyles Business Address: Fleet Financial Group 777 Main Street Hartford, CT 06115 Principal Occupation: Executive Vice President and Chief Credit Policy Officer Citizenship: United States 8. Anne M. Finucane Business Address: Fleet Financial Group, Inc. One Federal Street Boston, MA 02110 Principal Occupation: Senior Vice President Citizenship: United States 9. James F. Hardymon Business Address: Textron Inc. 40 Westminster Street Providence, RI 02903 Principal Occupation: Chairman and Chief Executive Officer Citizenship: United States 10. Robert B. Hedges Business Address: Fleet Financial Group, Inc. One Federal Street Boston, MA 02110 Principal Occupation: Senior Vice President Citizenship: United States 11. Robert J. Higgins Business Address: Fleet Financial Group, Inc. One Federal Street Boston, MA 02110 Principal Occupation: President & Chief Operating Officer Citizenship: United States 12. Douglas L. Jacobs Business Address: Fleet Financial Group, Inc. One Federal Street Boston, MA 02110 Principal Occupation: Treasurer Citizenship: United States 13. Robert M. Kavner Business Address: On Command Corp. 6331 San Ignacio Avenue San Jose, CA 95119 Principal Occupation: President and Chief Executive Officer Citizenship: United States 14. Raymond C. Kennedy Business Address: Kendell Holdings, Inc. 745 Warren Street Hudson, NY 12534 Principal Occupation: Chairman Citizenship: United States 15. Robert C. Lamb, Jr. Business Address: Fleet Financial Group, Inc. 50 Kennedy Plaza Providence, RI 02903 Principal Occupation: Controller & Chief Accounting Officer Citizenship: United States 16. Robert J. Matura Business Address: Robert J. Matura Associates 84 Lynam Road Stamford, CT 06903 Principal Occupation: Chairman and Chief Executive Officer Citizenship: United States 17. Eugene M. McQuade Business Address: Fleet Financial Group, Inc. One Federal Street Boston, MA 02211 Principal Occupation: Vice Chairman and Chief Financial Officer Citizenship: United States 18. Arthur C. Milot Business Address: P.O. Box 456 Jamestown, RI 02835 Principal Occupation: Private Investor Citizenship: United States 19. Brian T. Moynihan Business Address: Fleet Financial Group, Inc. One Federal Street Boston, MA 02211 Principal Occupation: Managing Director of Corporate Strategy & Development/EVP Citizenship: United States 20. Terrence Murray Business Address: Fleet Financial Group, Inc. One Federal Street Boston, MA 02211 Principal Occupation: Chairman and Chief Executive Officer Citizenship: United States 21. William C. Mutterperl Business Address: Fleet Financial Group, Inc. One Federal Street Boston, MA 02211 Principal Occupation: Senior Vice President, Secretary and General Counsel of Fleet Financial Group, Inc. Citizenship: United States 22. Thomas D. O'Connor Business Address: Mohawk Paper Mills, Inc. P.O. Box 497 465 Saratoga Street Cohoes, NY 12047 Principal Occupation: Chairman and Chief Executive Officer Citizenship: United States 23. Gunnar S. Overstrom Business Address: Fleet Financial Group, Inc. 777 Main Street Hartford, CT 06115 Principal Occupation: Vice Chairman, Fleet Financial Group, Inc. Chairman, Fleet National Bank Citizenship: United States 24. Michael B. Picotte Business Address: The Picotte Companies 20 Corporate Woods Blvd., Suite 600 Albany, NY 12211 Principal Occupation: Managing General Partner Citizenship: United States 25. Lois D. Rice Business Address: The Brookings Institution Program in Economic Studies 2332 Massachusetts Ave., N.W. Washington, DC 20008 Principal Occupation: Guest Scholar Citizenship: United States 26. John R. Riedman Business Address: Riedman Corporation Riedman Tower 45 East Avenue Rochester, NY 14604 Principal Occupation: Chairman Citizenship: United States 27. Thomas M. Ryan Business Address: CVS One CVS Drive Woonsocket, RI 02895 Principal Occupation: President and Chief Executive Officer Citizenship: United States 28. H. Jay Sarles Business Address: Fleet Financial Group, Inc. One Federal Street Boston, MA 022110 Principal Occupation: Vice Chairman and Chief Administrative Officer-Fleet Financial Group, Inc. Chairman , Fleet Bank, National Association Citizenship: United States 29. Anne M. Slattery Business Address: Fleet Financial Group, Inc. 777 Main Street Hartford, CT 06115 Principal Occupation: Senior Vice President Citizenship: United States 30. M. Anne Szostak Business Address: Fleet Financial Group, Inc. 50 Kennedy Plaza Providence, RI 02903 Principal Occupation: Senior Vice President Citizenship: United States 31. Samuel O. Thier Business Address: Partners HealthCare System, Inc. Prudential Tower - 11th Floor 800 Boylston Street Boston, MA 02199 Principal Occupation: Chief Executive Officer Citizenship: United States 32. Paul R. Tregurtha Business Address: Mormac Marine Group, Inc. Three Landmark Square Stamford, CT 06901 Principal Occupation: Chairman and Chief Executive Officer Citizenship: United States 33. Michael R. Zucchini Business Address: Fleet Financial Group, Inc. 50 Kennedy Plaza Providence, RI 02903 Principal Occupation: Vice Chairman and Chief Technology Officer Citizenship: United States -----END PRIVACY-ENHANCED MESSAGE-----