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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-6366
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FLEET FINANCIAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
RHODE ISLAND 05-0341324
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
ONE FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
617 / 346-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
Common Stock, $.01 Par Value New York Stock Exchange
Depositary Shares each representing a one-tenth interest in a share of
9.35% Cumulative Preferred Stock, $1 Par Value New York Stock Exchange
Depositary Shares each representing a one-tenth interest in a share of
Series V 7.25% Perpetual Preferred Stock, $1 Par Value New York Stock Exchange
Depositary Shares each representing a one-fifth interest in a share of
Series VI 6.75% Perpetual Preferred Stock, $1 Par Value New York Stock Exchange
8.00% Trust Originated Preferred Securities issued by Fleet Capital Trust I,
Guaranteed by Fleet Financial Group, Inc. New York Stock Exchange
7.05% Trust Originated Preferred Securities issued by Fleet Capital Trust III,
Guaranteed by Fleet Financial Group, Inc. New York Stock Exchange
7.17% Trust Originated Preferred Securities issued by Fleet Capital Trust IV,
Guaranteed by Fleet Financial Group, Inc. New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Warrants to purchase Common Stock New York Stock Exchange
----------------------------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. YES XX NO ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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As of February 26, 1999 (the latest practicable date), the aggregate market
value of the voting stock held by nonaffiliates of the Registrant was $23.8
billion, which excludes $659 million held by directors, executive officers, and
banking subsidiaries of the Registrant under trust agreements and other
instruments.
The number of shares of common stock of the Registrant outstanding as of
February 26, 1999 was 569,039,801.
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DOCUMENTS INCORPORATED BY REFERENCE
1. Pertinent extracts from Registrant's 1998 Annual Report to Shareholders are
incorporated into Parts I, II, and IV.
2. Pertinent extracts from Registrant's Proxy Statement for its 1999 Annual
Meeting filed with the Commission are incorporated into Part III.
Such information by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
TABLE OF CONTENTS
DESCRIPTION PAGE NUMBER
----------- -----------
Part I. Item 1 ___Business............................................................ 3
Item 2 ___Properties.......................................................... 7
Item 3 ___Legal Proceedings................................................... 7
Item 4 ___Submission of Matters to a Vote of Security Holders................. 7
Part II. Item 5 ___Market for the Registrant's Common Stock and Related Stockholder
Matters............................................................. 7
Item 6 ___Selected Financial Data............................................. 8
Item 7 ___Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................... 8
Item 7a ___Quantitative and Qualitative Disclosures About Market Risk.......... 8
Item 8 ___Financial Statements and Supplementary Data......................... 8
Item 9 ___Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure................................................ 8
Part III. Item 10 ___Directors and Executive Officers of the Registrant.................. 8
Item 11 ___Executive Compensation.............................................. 10
Item 12 ___Security Ownership of Certain Beneficial Owners and Management 10
Item 13 ___Certain Relationships and Related Transactions...................... 10
Part IV. Item 14 ___Exhibits, Financial Statement Schedules and Reports on Form 8-K. 11
Signatures......................................................................... 15
2
PART I.
ITEM 1. BUSINESS
GENERAL
Fleet Financial Group, Inc. (the "Registrant," "Corporation" or "Fleet") is
a diversified financial services company organized under the laws of the State
of Rhode Island. Fleet is a legal entity separate and distinct from its
subsidiaries, assisting such subsidiaries by providing financial resources and
management. By most measures, Fleet is among the ten largest bank holding
companies in the United States, with total assets of $104.4 billion at December
31, 1998. Fleet has approximately 36,000 employees.
Fleet reported net income for 1998 of $1.53 billion, or $2.52 per diluted
share. This compared to net income of $1.37 billion, or $2.30 per diluted share
in 1997. All common share amounts and associated ratios were adjusted to reflect
the Corporation's two-for-one common stock split which was effective October 7,
1998. For a more detailed discussion of the Corporation's financial results, see
"Management's Discussion and Analysis" (pages 21-39) of the Corporation's 1998
Annual Report to Shareholders, which is incorporated by reference herein.
Fleet is engaged in a general commercial banking and investment management
business throughout the states of Rhode Island, New York, Connecticut,
Massachusetts, New Jersey, Maine, and New Hampshire through its banking
subsidiaries: Fleet National Bank ("FNB"); Fleet Bank, National Association
("FBNA"); Fleet Bank of Maine ("Fleet-Maine"); and Fleet Bank-NH ("Fleet-NH").
All of the subsidiary banks are members of the Federal Reserve System, and the
deposits of each are insured by the Federal Deposit Insurance Corporation
("FDIC") to the extent provided by law. The Corporation also has a thrift
subsidiary, Fleet Bank, F.S.B. ("Fleet-FSB") located in Boca Raton, Florida.
Fleet also provides, through its subsidiaries, a variety of financial
services, including mortgage banking, asset-based lending, lease financing,
credit card services, real estate financing, brokerage, market-making and
securities clearing services, capital market services and investment banking,
investment advice and management, data processing and student loan servicing.
On March 15, 1999, Fleet and BankBoston Corporation ("BankBoston")
entered into a definitive merger agreement providing for the merger of
BankBoston with Fleet. Prior to the required regulatory divestitures of
approximately $13 billion of deposits and approximately $5 billion of loans,
the combined institution will have approximately $180 billion in assets,
approximately $118 billion in deposits, and will be headquartered in Boston,
Massachusetts. The merger agreement provides that each share of BankBoston
common stock would be exchanged for 1.1844 newly issued shares of Fleet
common stock on a tax-free basis. As a result of the merger, $360 million
(post-tax) of cost savings are expected to be realized primarily through:
reductions in staff; elimination, consolidation and/or divestiture of certain
branches; and the consolidation of certain offices, data processing and
other redundant back office operations and staff functions. Fleet expects to
take a one-time restructuring charge aggregating approximately $650 million
(post-tax) to cover exit costs relating to the merger. In addition,
approximately $60 million (post-tax) in other expenses related to the merger
will be recognized in future periods as they are incurred. The merger is
expected to be completed in the fourth quarter of 1999 and is subject to
certain conditions, including the approval of federal and state bank
regulators and the shareholders of both companies.
On February 1, 1999, the Corporation acquired Sanwa Business Credit
("Sanwa"), a leasing and asset-based lending company, from Sanwa Bank, Ltd. The
Sanwa acquisition provided approximately $6 billion of assets as well as
approximately $1 billion of securitized loans. This acquisition was accounted
for under the purchase method of accounting.
On February 20, 1998, the Corporation acquired the consumer credit card
operations of Advanta Corporation ("Advanta"). The Advanta acquisition provided
approximately $11.5 billion of managed credit card receivables. This acquisition
was accounted for under the purchase method of accounting.
On February 1, 1998, the Corporation acquired The Quick & Reilly Group,
Inc. ("Quick & Reilly"), a national discount brokerage firm. The transaction was
accounted for as a pooling-of-interests. Under the terms of the Quick & Reilly
merger, approximately 44 million Fleet common shares were exchanged for all of
the outstanding Quick & Reilly common shares at an exchange ratio of .289 shares
of Fleet for each share of Quick & Reilly.
On December 10, 1997, Fleet consummated its acquisition of Columbia
Management Company ("Columbia"), a Portland, Oregon-based asset management
company with approximately $21 billion of assets under management. Fleet
accounted for this acquisition under the purchase method of accounting.
On May 1, 1996, the Corporation acquired from National Westminster Plc
substantially all of the net assets of certain subsidiaries of NatWest Bancorp
("NatWest"). The former NatWest Bank was merged into FBNA. The acquisition of
NatWest contributed approximately $13 billion and $18 billion of loans and
deposits, respectively, and approximately 300 branches in New York and New
Jersey. The transaction was accounted for using the purchase method of
accounting.
On November 30, 1995, the merger of Fleet and Shawmut National Corporation
("Shawmut") was completed and was accounted for as a pooling-of-interests. Fleet
exchanged approximately 210 million common shares for all the outstanding shares
of Shawmut at an exchange ratio of .4461 shares of Fleet for each share of
Shawmut.
The Corporation is managed along the following business lines, as more
particularly described in "Management's Discussion and Analysis" (pages 26-29)
and "Notes to Consolidated Financial Statements" (pages 54-55): Commercial
Financial Services, Retail Banking, National Financial Services, Fleet
Investment Group, and Treasury.
3
Commercial Financial Services provides a full range of credit and banking
services to corporate, middle-market, real estate, government and leasing
customers. Fleet enjoys a strong presence in the Northeast and also has several
specialty businesses of national scope which serve to diversify and complement
its client base.
Retail Banking includes consumer banking and Fleet's commercial small
business group. Retail Banking offers customers products and services to
conveniently access, move, and manage their money and delivers these services
through its network of nearly 1,200 branches. Fleet's business and
entrepreneurial services group provides a full range of financial services
targeted at businesses with annual sales of up to $10 million. Fleet is the
leading small-business lender in New England and ranks among the ten largest in
the country.
National Financial Services includes mortgage banking, credit card
services, venture capital and student loan processing (AFSA). Fleet's mortgage
banking business originates, sells and services first and second-mortgage
products spanning all customer segments. Fleet Mortgage Group originated
approximately $36 billion of loans in 1998. This business services a mortgage
portfolio of $119 billion and 1.4 million loans. Fleet Credit Card Services
provides a servicing function for approximately $14.5 billion of managed credit
card loans. Through acquisitions and internal growth, Fleet Credit Card Services
has become the eighth largest issuer of credit cards. Fleet Private Equity
provides management teams with the private equity capital necessary to acquire,
recapitalize or grow private and public companies. Student loan processing,
through the AFSA subsidiary, services 6.5 million accounts nationwide and is the
largest student loan servicer in the nation with $48.7 billion of student loans
serviced.
Fleet Investment Group is comprised of several businesses, all targeting
customers' growing need for investment products and services. These businesses
include Quick & Reilly which offers brokerage, market-making, and securities
clearing services, the private clients group which offers specialized asset
management, estate settlement and deposit and credit products to high-net-worth
customers, Columbia which sells proprietary mutual funds and manages personal
and institutional business lines in the Pacific Northwest, retail investments
which markets Galaxy (Fleet's proprietary mutual fund family) and third party
mutual funds and annuity products, and several other businesses which offer
retirement plan services, large institutional asset management and
not-for-profit investment services.
Treasury is responsible for managing the Corporation's securities and
residential mortgage portfolios, trading operations, asset-liability management
function and wholesale funding needs.
The preparation of the Corporation's financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses. A significant estimate in the
Corporation's accounting process pertains to the reserve for credit losses. The
methodology for determining the adequacy of the reserve for credit losses
consists of various key elements, including risk rating migration, delinquency,
and loss trends by each portfolio segment.
The Corporation's loan portfolio consists primarily of commercial,
consumer, and commercial real estate loans, as well as leases. The reserve
levels for consumer and small business lending is based on credit quality
analytical reviews of homogeneous pools of loans. Reserve levels for the
commercial portfolio, which includes commercial real estate loans and leases,
are established based on loan by loan reviews and evaluations of current actual
losses and risk ratings of the individual loans. Self correcting mechanisms for
consumer and small business loans consist of comparing actual portfolio losses
to estimated results. The commercial portfolio self correcting mechanism
consists of a comparison of actual charge-offs to previous specific allocated
loan loss levels. Subsequent adjustments are made, as necessary, based on these
processes. The reserve methodology has been consistently applied.
COMPETITION
The Corporation's subsidiaries are subject to intense competition in all
aspects of the businesses in which they compete from domestic and foreign banks,
equipment leasing companies, finance companies, securities and investment
advisory firms, real estate financing companies, mortgage banking companies, and
other financial institutions. The Corporation principally competes on interest
rates and other terms of financing arrangements, including specialized customer
services and various banking arrangements and conveniences designed to attract
depositors, borrowers, and other customers.
SUPERVISION AND REGULATION
Banking is a highly regulated industry, with numerous federal and state
laws and regulations governing the organization and operation of banks and their
affiliates. As a bank holding company, Fleet is subject to regulation by the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board")
under the Bank Holding Company Act of 1956, as amended (the "BHCA"). Fleet-Maine
and Fleet-NH, as state-chartered member banks, are subject to regulation by the
Federal Reserve Board and bank regulators in their respective states. FBNA and
FNB are national banks subject to
4
regulation and supervision by the Office of the Comptroller of the Currency (the
"OCC"). Fleet-FSB is a federal savings association subject to regulation and
supervision by the Office of Thrift Supervision (the "OTS"). Each subsidiary
bank's deposits are insured by the FDIC and each bank subsidiary is a member of
the Federal Reserve System. Fleet is also subject to the reporting and other
requirements of the Securities Exchange Act of 1934 (the "Exchange Act").
The BHCA requires that Fleet obtain prior approval from the Federal Reserve
Board for bank and nonbank acquisitions and restricts the business operations
permitted to Fleet. The BHCA also restricts the acquisition of shares of
out-of-state banks unless the acquisition is specifically authorized by the laws
of the state in which the bank to be acquired is located. In addition, Fleet's
bank subsidiaries must obtain prior approval from their respective primary
regulators for most acquisitions. Virtually all aspects of the subsidiary banks'
businesses are subject to regulation and examination, depending on the charter
of the particular banking subsidiary, by the Federal Reserve Board, the OCC, the
OTS, the FDIC, the banking regulatory agencies of the states in which they
operate, or a combination of the above.
As a result of the enactment of the Financial Institutions Reform,
Recovery, and Enforcement Act ("FIRREA") on August 9, 1989, any or all of
Fleet's subsidiary banks can be held liable for any loss incurred by, or
reasonably expected to be incurred by, the FDIC after August 9, 1989, in
connection with (a) the default of any other of Fleet's subsidiary banks or (b)
any assistance provided by the FDIC to any other of Fleet's subsidiary banks in
danger of default. "Default" is defined generally as the appointment of a
conservator or receiver and "in danger of default" is defined generally as the
existence of certain conditions indicating that a "default" is likely to occur
without regulatory assistance.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"FDICIA") provides for, among other things, increased funding for the Bank
Insurance Fund (the "BIF") of the FDIC and expanded regulation of depository
institutions and their affiliates, including parent holding companies. The
FDICIA provides the federal banking agencies with broad powers to take prompt
corrective action to resolve problems of insured depository institutions,
depending upon the particular institution's level of capital. The FDICIA
established five tiers of capital measurement for regulatory purposes ranging
from "well-capitalized" to "critically undercapitalized". A depository
institution may be deemed to be in a capitalization category that is lower than
is indicated by its actual capital position under certain circumstances. As of
December 31, 1998, all of Fleet's subsidiary banking institutions met the
requirements of a "well-capitalized" institution.
The FDICIA, as amended, directs each federal banking agency to prescribe
safety and soundness standards for depository institutions relating to internal
controls, information systems, internal audit systems, loan documentation,
credit underwriting, interest rate exposure, asset growth, compensation, asset
quality, earnings and stock valuation. Final interagency regulations to
implement these new safety and soundness standards were adopted by the federal
banking agencies. As of October 1, 1996, standards for asset quality and
earnings have been incorporated into the Interagency Guidelines Establishing
Standards for Safety and Soundness. The three standards for Safety and Soundness
established by the guidelines are (1) operational and managerial; (2)
compensation; and (3) asset quality, earnings and stock valuation.
The FDICIA also contains a variety of other provisions that may affect
Fleet's operations, including new reporting requirements, regulatory standards
for real estate lending, "truth in savings" provisions, and the requirements
that a depository institution give 90 days prior notice to customers and
regulatory authorities before closing any branch.
Under the Federal Reserve Board's capital guidelines, the minimum ratio of
total capital to risk-adjusted assets (including certain off-balance sheet
items, such as standby letters of credit) is 8%. At least half of the total
capital is to be comprised of common equity, retained earnings, minority
interests in the equity accounts of consolidated subsidiaries and a limited
amount of cumulative and noncumulative perpetual preferred stock, less
deductible intangibles ("Tier 1 capital"). The remainder may consist of
perpetual debt, mandatory convertible debt securities, a limited amount of
subordinated debt, other preferred stock and a limited amount of loan loss
reserves ("Tier 2 capital"). In addition, the Federal Reserve Board requires a
leverage ratio (Tier 1 capital to average quarterly assets, net of goodwill) of
3% for bank holding companies that meet certain specified criteria, including
that they have the highest regulatory rating. The rule indicates that the
minimum leverage ratio should be 4% for all other holding companies. Fleet's
banking subsidiaries are subject to similar capital requirements except that
preferred stock must be noncumulative to qualify as Tier 1 capital. Under
federal banking laws, failure to meet the minimum regulatory capital
requirements could subject a banking institution to a variety of enforcement
remedies available to federal regulatory authorities, including the termination
of deposit insurance by the FDIC and seizure of the institution. As of December
31, 1998, Fleet's capital ratios exceeded all minimum regulatory capital
requirements.
The federal banking agencies continue to consider capital requirements
applicable to banking organizations. Effective January 1, 1998, national
banks with significant exposure to market risk must maintain adequate capital
to support that exposure. As of December 31, 1998, the Corporation did not
have significant exposure to market risk. The OCC may apply this provision to
any national bank if the OCC deems it appropriate for safe and sound
practices.
5
Fleet is a legal entity separate and distinct from its subsidiaries. The
ability of holders of debt and equity securities of Fleet to benefit from the
distribution of assets of any subsidiary upon the liquidation or reorganization
of such subsidiary is subordinate to prior claims of creditors of the subsidiary
(including depositors in the case of banking subsidiaries) except to the extent
that a claim of Fleet as a creditor may be recognized. There are various
statutory and regulatory limitations on the extent to which banking subsidiaries
of Fleet can finance or otherwise transfer funds to Fleet or its nonbanking
subsidiaries, whether in the form of loans, extensions of credit, investments or
asset purchases. Such transfers by any subsidiary bank to Fleet or any
nonbanking subsidiary are limited in amount to 10% of the bank's capital and
surplus and, with respect to Fleet and all such nonbanking subsidiaries, to an
aggregate of 20% of each such bank's capital and surplus. Furthermore, loans and
extensions of credit are required to be secured in specified amounts and are
required to be on terms and conditions consistent with safe and sound banking
practices.
In addition, there are regulatory limitations on the payment of dividends
directly or indirectly to Fleet from its banking subsidiaries. Federal and state
regulatory agencies also have the authority to limit further Fleet's banking
subsidiaries' payment of dividends based on other factors, such as the
maintenance of adequate capital for such subsidiary bank.
Under the policy of the Federal Reserve Board, Fleet is expected to act as
a source of financial strength to each subsidiary bank and to commit resources
to support such subsidiary bank in circumstances where it might not do so absent
such policy. In addition, any subordinated loans by Fleet to any of the
subsidiary banks would also be subordinate in right of payment to deposits and
obligations to general creditors of such subsidiary bank. Further, the Crime
Control Act of 1990 amended the federal bankruptcy laws to provide that in the
event of the bankruptcy of Fleet, any commitment by Fleet to its regulators to
maintain the capital of a banking subsidiary will be assumed by the bankruptcy
trustee and entitled to a priority of payment.
The banking industry is also affected by the monetary and fiscal policies
of the federal government, including the Federal Reserve Board, which exerts
considerable influence over the cost and availability of funds obtained for
lending and investing. Proposals to change the laws and regulations governing
the operations and taxation of banks, companies that control banks, and other
financial institutions are frequently raised in Congress, in the state
legislatures, and before various bank regulatory authorities. The likelihood of
any major changes and the impact such changes might have on Fleet are impossible
to determine.
See "Note 19. Commitments, Contingencies and Other Disclosures" (page 62)
and "Note 20. Regulatory Matters" (page 63) of the Notes to Consolidated
Financial Statements and the "Liquidity Risk" (page 37) and "Capital" (pages
37-38) sections of Management's Discussion and Analysis in the 1998 Annual
Report to Shareholders (each of which are incorporated by reference herein) for
information concerning restrictions on the banking subsidiaries' ability to pay
dividends and other regulatory matters and legal proceedings.
STATISTICAL INFORMATION BY BANK HOLDING COMPANIES
The following information from the following portions of the 1998
Annual Report to Shareholders is incorporated by reference herein:
"Rate/Volume Analysis" table (page 65) for changes in the
taxable-equivalent interest income and expense for each major category of
interest-earning assets and interest-bearing liabilities.
"Consolidated Average Balances/Interest Earned-Paid/Rates 1994-1998"
table (pages 66-67) for average balance sheet amounts, related
taxable-equivalent interest earned or paid, and related average yields and
rates paid.
"Note 3. Securities" of the Notes to Consolidated Financial Statements
(pages 48-49) for information regarding book values, market values,
maturities, and weighted average yields of securities (by category).
6
"Note 4. Loans" of the Notes to the Consolidated Financial Statements
(pages 49-50) for distribution of loans of the Registrant.
"Loan Maturity" table and "Interest Sensitivity of Loans Over One Year"
table (page 67) for maturities and sensitivities of loans to changes in
interest rates.
"Note 6. Nonperforming Assets" (page 50) and "Note 1. Summary of
Significant Accounting Policies - Loans" (page 46) of the Notes to
Consolidated Financial Statements for information on nonaccrual, past due,
and restructured loans and the Registrant's policy for placing loans on
nonaccrual status.
"Loans" section of Management's Discussion and Analysis (pages 29-31)
for information regarding loan concentrations of the Registrant.
"Reserve for Credit Losses" section of Management's Discussion and
Analysis (pages 31-32) for the analysis of loss experience, the allocation
of the reserve for credit losses, and a description of factors which
influenced management's judgment in determining the amount of additions to
the allowance charged to operating expense.
"Consolidated Average Balances/Interest Earned-Paid/Rates 1994-1998"
table (pages 66-67) and the "Funding Sources" section of Management's
Discussion and Analysis (pages 32-33) for deposit information.
"Selected Financial Highlights - Operating Basis" and "Summary of
Earnings" (page 1) for return on assets, return on equity, common dividend
payout ratio, and average equity to asset ratio.
"Note 9. Short-Term Borrowings" of the Notes to Consolidated Financial
Statements (page 51) for information on short-term borrowings of the
Registrant.
ITEM 2. PROPERTIES
The Registrant maintains its corporate headquarters at One Federal Street,
Boston, Massachusetts. The Registrant or its subsidiaries also maintain
principal offices at 100 and 111 Westminster Street, Providence, Rhode Island,
777 Main Street, Hartford, Connecticut, and 75 State Street, Boston,
Massachusetts. In addition, the Registrant or its subsidiaries maintain
operation centers located in: Kingston, Melville, Utica, Albany, West Seneca and
Menands, New York; Malden, Massachusetts; Moosic and Horsham, Pennsylvania;
Milwaukee, Wisconsin; Providence and Lincoln, Rhode Island; and Hartford,
Connecticut.
As of December 31, 1998, the Registrant's subsidiaries also operated
approximately 1,503 offices, of which approximately 671 are owned and 832 are
leased from others.
ITEM 3. LEGAL PROCEEDINGS
Information regarding legal proceedings of the Registrant is incorporated
by reference herein from "Note 19. Commitments, Contingencies and Other
Disclosures" (page 62) of the Registrant's 1998 Annual Report to Shareholders.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders in the fourth
quarter of 1998.
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
For information regarding Fleet's common stock listed on the New York
Stock Exchange, high and low quarterly sales prices, and quarterly dividends
declared and paid, in each case on Fleet's common stock, see the "Common
Stock Price and Dividend Information" table (page 66) of the Registrant's
1998 Annual Report to Shareholders, which is incorporated by reference
herein. At December 31, 1998, Fleet had approximately 53,000 stockholders of
record.
7
ITEM 6. SELECTED FINANCIAL DATA
The information set forth in "Selected Financial Highlights - Operating
Basis" and "Summary of Earnings" (page 1) of the Registrant's 1998 Annual Report
to Shareholders is incorporated by reference herein.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information set forth in "Management's Discussion and Analysis" (pages
21-39) of the Registrant's 1998 Annual Report to Shareholders is incorporated by
reference herein.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth in the "Asset-Liability Management" section of
Management's Discussion and Analysis (pages 33-37) of the Registrant's 1998
Annual Report to Shareholders is incorporated by reference herein.
CAUTIONARY STATEMENT
This Annual Report on Form 10-K (including the information incorporated by
reference herein) contains statements relating to future results of the
Corporation (including certain projections and business trends) that are
considered "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
projected as a result of certain risks and uncertainties, including but not
limited to changes in political and economic conditions, either nationally or in
the states in which the Corporation conducts its business; interest rate
fluctuations; competitive product and pricing pressures within the Corporation's
market; equity and bond market fluctuations; personal and corporate customers'
bankruptcies; inflation; lower than expected savings associated with
acquisitions and integrations of acquired businesses; risks relating to Year
2000 issues (particularly with respect to compliance by third parties on which
the Corporation relies); adverse legislation or regulatory changes affecting the
businesses in which Fleet is engaged; as well as other risks and uncertainties
detailed from time to time in the filings of the Corporation with the Securities
and Exchange Commission.
Fleet regularly evaluates the potential acquisition of, and holds
discussions with, various potential acquisition candidates. As a general
rule, Fleet publicly announces such acquisitions only after a definitive
agreement has been reached.
The Corporation has limited international lending exposure. Less than 1% of
the outstanding loans were in the Asian/Latin American/Emerging Market sectors.
Fleet's exposure to these markets as of December 31, 1998 was approximately $485
million and related primarily to trade related financings with maturities
generally less than 90 days.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information set forth in the Registrant's 1998 Annual Report
to Shareholders is incorporated by reference herein:
The Consolidated Financial Statements, together with the report thereon by
KPMG Peat Marwick LLP (pages 41-45); the "Notes to the Consolidated Financial
Statements" (pages 46-64); and the unaudited information presented in the
"Quarterly Summarized Financial Information" table (page 65).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting
and financial disclosure as defined by Item 304 of Regulation S-K.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to Instruction G of Form 10-K and Item 402 of Regulation S-K, the
information set forth under the captions "Election of Directors" (pages 3-10),
"Certain Information Regarding the Board of Directors - Meetings and Committees"
(pages 10-11), "Compensation of Executive Officers - Severance Agreements and
Employment Contracts" (page 22), and "Other Information Relating to Directors,
Nominees and Executive Officers" (pages 23-24) in the Registrant's Proxy
Statement with respect to the name of each nominee or director, his or her age,
his or her positions and offices with the Registrant, his or her service on the
Registrant's Board, any arrangement or understanding pursuant to which he or she
has or is to be selected as a director or nominee, his or her business
experience, his or her directorships held in other public companies, certain
family relationships and involvement in certain legal proceedings is
incorporated by reference herein.
8
The names, positions, ages and business experience during the past five
years of the executive officers of the Corporation as of March 1, 1999 are set
forth below. The term of office of each executive officer extends until the
annual meeting of the Board of Directors, and until a successor is chosen and
qualified or until they shall have resigned, retired, or have been removed.
AGE AS OF
NAME POSITIONS WITH THE CORPORATION MARCH 1, 1999
- ---- ------------------------------ -------------
Terrence Murray............ Chairman and Chief Executive Officer 59
Robert J. Higgins.......... President and Chief Operating Officer 53
H. Jay Sarles.............. Vice Chairman and Chief Administrative Officer 53
David L. Eyles............. Vice Chairman and Chief Credit Policy Officer 59
Eugene M. McQuade.......... Vice Chairman and Chief Financial Officer 50
Gunnar S. Overstrom, Jr.... Vice Chairman 56
Michael R. Zucchini........ Vice Chairman and Chief Technology Officer 52
William C. Mutterperl...... Executive Vice President, Secretary and General Counsel 52
M. Anne Szostak............ Executive Vice President 48
Anne M. Finucane........... Senior Vice President 46
Robert B. Hedges, Jr....... Senior Vice President 40
Douglas L. Jacobs.......... Senior Vice President and Treasurer 51
Brian T. Moynihan.......... Senior Vice President, Corporate Strategy and Development 39
Robert C. Lamb, Jr......... Controller and Chief Accounting Officer 43
Terrence Murray joined Fleet in 1962. After serving in various capacities
for Fleet National Bank and the Corporation, in 1978, he was elected President
of the Corporation. He became Chairman of the Board of Directors and Chief
Executive Officer of the Corporation in 1982. He has continued to serve in that
capacity, except in 1988 following the Norstar acquisition when he served as
President and Chief Operating Officer, and following the Shawmut acquisition
until December 1996, when Mr. Murray served as President and Chief Executive
Officer. Mr. Murray has been a Director of Fleet since 1976.
Robert J. Higgins joined Fleet National Bank in 1971 and was elected
President in 1986. In 1984, he was named a Vice President of the Corporation. In
1989, he was named an Executive Vice President of the Corporation and Chief
Executive Officer of Fleet National Bank. In 1993, he was named a Vice Chairman
of the Corporation and is currently responsible for the commercial services and
consumer banking divisions. In 1997, Mr. Higgins was named President and Chief
Operating Officer of the Corporation.
H. Jay Sarles is in charge of strategic planning, mergers and acquisitions,
staff support functions, credit card operations, venture capital, and mortgage
banking. Mr. Sarles joined Fleet National Bank in 1968. In 1980, he was
appointed a Vice President of the Corporation. Mr. Sarles was appointed
Executive Vice President of the Corporation in February of 1986. In 1991, Mr.
Sarles became President and Chief Executive Officer of Fleet Banking Group, Inc.
In March 1993, he was named a Vice Chairman of the Corporation. In 1996, Mr.
Sarles was named Chairman of Fleet Bank, National Association. In 1997, Mr.
Sarles was named Chief Administrative Officer of the Corporation.
David L. Eyles is the Chief Credit Policy Officer of the Corporation.
Between 1988 and 1991, he was Vice Chairman and Chairman of the Credit Policy
Committee at Mellon Bank Corporation/Mellon Bank, N.A. Mr. Eyles joined Shawmut
in 1992 and served as Vice Chairman and Chief Credit Policy Officer. In 1995,
Mr. Eyles was named Executive Vice President of the Corporation. In 1998, he was
named a Vice Chairman of the Corporation.
Eugene M. McQuade joined the Corporation in 1992 as Senior Vice
President-Finance. From 1980 to 1991, Mr. McQuade served in various capacities
with Manufacturers Hanover Corporation and Manufacturers Hanover Trust Company,
having served as its Executive Vice President and Controller from 1985 to 1991.
In March 1993, Mr. McQuade was named an Executive Vice President of the
Corporation and in July 1993 was elected as Chief Financial Officer. In 1997,
Mr. McQuade was named a Vice Chairman.
Gunnar S. Overstrom, Jr. is a Vice Chairman of the Corporation responsible
for investment services. Prior to the merger of Shawmut with Fleet in 1995, Mr.
Overstrom, who joined Shawmut in 1975, served in various capacities at Shawmut,
including Chairman, Chief Executive Officer and Director of its banking
subsidiaries, as well as President and Chief Operating Officer of Shawmut
Corporation from 1988 to 1995.
Michael R. Zucchini is responsible for Fleet Information Technology
(including the Year 2000 initiative), Quality Management and Re-engineering and
AFSA Data Corporation. Mr. Zucchini joined the Corporation in 1987 as Executive
Vice President and Chief Information Officer responsible for all data processing
activities of the Corporation and its
9
subsidiaries. Since 1974, Mr. Zucchini had served in various capacities for
General RE Corp., Stamford, Connecticut. In 1993, Mr. Zucchini was named a Vice
Chairman of the Corporation. In 1997, Mr. Zucchini was named Chief Technology
Officer.
William C. Mutterperl joined Fleet National Bank in 1977. In June 1985, Mr.
Mutterperl was named Vice President, Secretary and General Counsel of the
Corporation. In 1989, Mr. Mutterperl was named a Senior Vice President of the
Corporation. In 1998, Mr. Mutterperl was named an Executive Vice President of
the Corporation.
M. Anne Szostak joined Fleet National Bank in 1973. In 1988, she was named
Vice President of Human Resources for the Corporation. In 1991, she was named
Chairman, President and Chief Executive Officer of Fleet-Maine. In 1994, Ms.
Szostak was named Senior Vice President, Human Resources, of the Corporation. In
1998, Ms. Szostak was named an Executive Vice President of the Corporation.
Anne M. Finucane joined Fleet in 1995 as Senior Vice President and Director
of Corporate Marketing and Corporate Communications from her own consulting
firm. From 1980 to 1994, Ms. Finucane held various executive positions at the
advertising agency of Hill, Holliday, Connors, Cosmopulos, Inc.
Robert B. Hedges, Jr. is a Senior Vice President responsible for Fleet's
retail distribution channels. Mr. Hedges joined Shawmut in 1993 from First
Manhattan Consulting Group, where he was Vice President from 1992 to 1993. From
1983 to 1992, Mr. Hedges was Vice President and banking practice leader of the
MAC Group, a consulting firm specializing in management consulting.
Douglas L. Jacobs joined Fleet Mortgage Group in 1988 as Executive Vice
President in charge of secondary marketing. Prior to joining Fleet, Mr. Jacobs
worked in a variety of positions at Citicorp. Mr. Jacobs was named Director of
Capital Markets in 1994 and in 1995 was named Treasurer. Mr. Jacobs is
responsible for all funding, investment portfolio, capital markets trading and
asset/liability functions. In 1998, Mr. Jacobs was named a Senior Vice President
of the Corporation.
Brian T. Moynihan joined the Corporation in 1993 as Deputy General Counsel.
In March 1994, he was named Managing Director, Corporate Strategy and
Development for the Corporation. From 1991 to 1993, Mr. Moynihan was a partner
in the law firm of Edwards & Angell, where he had been an associate since 1984.
In 1998, Mr. Moynihan was named a Senior Vice President of the Corporation.
Robert C. Lamb, Jr. is the Controller and Chief Accounting Officer for the
Corporation. Mr. Lamb joined the Corporation in 1986 as Controller of its data
processing subsidiary and was subsequently named Controller of Fleet Services
Corporation in 1988. Mr. Lamb was appointed Controller of another affiliate,
Fleet Credit Corporation, in 1990 and in 1991 was named Senior Vice President
and Chief Financial Officer of RECOLL Management Corporation, Fleet's management
and collection subsidiary. In April 1993, Mr. Lamb was named Controller of the
Corporation.
ITEM 11. EXECUTIVE COMPENSATION
Pursuant to Instruction G of Form 10-K and Item 402 of Regulation S-K,
information set forth in the following sections of the Corporation's Proxy
Statement is incorporated by reference herein: "Compensation of Directors" (page
11), "Compensation of Executive Officers" (pages 18-22) and "Compensation
Committee Interlocks and Insider Participation" (page 24). Such incorporation by
reference shall not be deemed to specifically incorporate by reference the
information required by Item 402(a)(8) of Regulation S-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Pursuant to Instruction G of Form 10-K and Item 403 of Regulation S-K,
information set forth in the following sections of the Corporation's Proxy
Statement is incorporated by reference herein: "Security Ownership of Certain
Beneficial Owners" (page 2) and "Security Ownership of Directors and Executive
Officers" (pages 12-13).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to Instruction G of Form 10-K and Item 404 of Regulation S-K,
information set forth under "Indebtedness and Other Transactions" (pages 23-24)
in the Corporation's Proxy Statement is incorporated by reference herein.
10
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1). The financial statements of Fleet required in response to this Item are
listed in response to Item 8 of this Report and are incorporated by
reference herein.
(a)(2). All schedules to the consolidated financial statements required by
Article 9 of Regulation S-X and all other schedules to the financial
statements of the Registrant have been omitted because the information
is either not required, not applicable, or is included in the financial
statements or notes thereto.
(a)(3). See the exhibits listed below.
(b) Five Current Reports on Form 8-K were filed from October 1, 1998 to the
date of this Report:
- Current Report on Form 8-K dated October 21, 1998 announcing third
quarter earnings and a 10% increase in the quarterly common stock
dividend to $.27 per common share.
- Current Report on Form 8-K dated November 20, 1998 announcing that
the Corporation has entered into a stock purchase agreement with
Sanwa Bank, Ltd. to purchase all of the outstanding capital stock
of Sanwa Business Credit.
- Current Report on Form 8-K dated December 18, 1998 reporting the
sale of $250 million Floating Rate Capital Securities.
- Current Report on Form 8-K dated January 20, 1999 announcing fourth
quarter and fiscal 1998 earnings.
- Current Report on Form 8-K dated March 14, 1999 announcing that
Fleet and BankBoston Corporation have entered into an Agreement
and Plan of Merger. The Merger Agreement provides for the merger
of BankBoston with and into Fleet.
11
(c) EXHIBIT INDEX
EXHIBIT
NUMBER
------
2(a) Agreement and Plan of Merger dated December 19, 1995 between the Registrant and National Westminster
Bank Plc ("NatWest") (1)
2(b) First Amendment to Agreement and Plan of Merger dated May 1, 1996 between the Registrant and NatWest (2)
3(a) Restated Articles of Incorporation of the Registrant (3)
3(b) Certificate of Designations establishing the Registrant's Series V 7.25% Perpetual Preferred Stock (4)
3(c) Certificate of Designations establishing the Registrant's Series VI 6.75% Perpetual Preferred Stock (5)
3(d) Certificate of Designations establishing the Registrant's Series VII Fixed/Adjustable Rate Cumulative
Preferred Stock (6)
3(e) Certificate of Designations establishing the Registrant's Series VIII Fixed/Adjustable Rate Noncumulative
Preferred Stock (7)
3(f) By Laws of the Registrant, as amended (8)
4(a) Rights Agreement dated November 21, 1990 as amended by First Amendment to Rights Agreement dated March
28, 1991, a Second Amendment to Rights Agreement dated July 12, 1991, and a Third Amendment to Rights
Agreement dated February 20, 1995 (9)
4(b) Instruments defining the rights of security holders, including indentures (10)
4(c) Form of Rights Certificate for stock purchase rights issued to Whitehall Associates, L.P., and KKR
Partners II, L.P. (11)
10(a)* Form of Change in Control Agreement together with Schedule of Persons who have entered into such
contracts (12)
10(b)* Form of Change in Control Agreement with Gunnar S. Overstrom, Jr. (13)
10(c) Stock Purchase Agreement dated July 12, 1991 among Registrant and Whitehall Associates, L.P., and KKR
Partners II, L.P. (14)
10(d) Exchange Agreement dated December 31, 1995 among Registrant and Whitehall Associates, L.P., and KKR
Partners II, L.P. (15)
10(e)* Supplemental Compensation Plan for former Norstar directors (16)
10(f)* Fleet Financial Group Directors Retirement Plan (17)
10(g)* Supplemental Executive Retirement Plan (18)
10(h)* 1994 Performance-Based Bonus Plan for the Named Executive Officers (19)
10(i)* Amended and Restated 1992 Stock Option and Restricted Stock Plan (20)
10(j)* Employment Agreement dated as of February 20, 1995 between Registrant and Joel B. Alvord (21)
10(k)* Employment Agreement dated as of February 20, 1995 between Registrant and Gunnar S. Overstrom, Jr. (22)
10(l)* Shawmut National Corporation Stock Option and Restricted Stock Award Plan (assumed by Registrant on
November 30, 1995) (23)
10(m)* Shawmut National Corporation Secondary Stock Option and Restricted Stock Award Plan (assumed by
Registrant on November 30, 1995) (24)
10(n)* Shawmut National Corporation 1989 Nonemployees Directors' Restricted Stock Plan (assumed by Registrant
on November 30, 1995) (25)
10(o)* 1995 Restricted Stock Plan (26)
10(p)* Executive Deferred Compensation Plan No. 1 (27)
10(q)* Executive Deferred Compensation Plan No. 2 (28)
10(r)* Executive Supplemental Plan (29)
10(s)* Retirement Income Assurance Plan (30)
10(t)* Trust Agreement for the Executive Deferred Compensation Plans No. 1 and 2 (31)
10(u)* Trust Agreement for the Executive Supplemental Plan (32)
10(v)* Trust Agreement for the Retirement Income Assurance Plan and the Supplemental Executive Retirement Plan (33)
10(w)* Employment Agreement dated September 16, 1997 between Thomas C. Quick and The Quick & Reilly
Group, Inc. (assumed by a subsidiary of the Registrant on February 1, 1998) (34)
10(x)* Letter Agreement dated April 16, 1997 between Registrant and Gunnar S. Overstrom, Jr. amending
Employment Agreement and Change of Control Agreement, each dated February 20, 1995 (35)
10(y)* Amendment One to Supplemental Executive Retirement Plan (36)
10(z)* Stock Unit Contract dated December 17, 1997 between Registrant and Terrence Murray (37)
10(aa)* Fleet Financial Group, Inc./Quick & Reilly Group, Inc. Stock Option Plan, as amended by Amendment
No. 1 to Fleet Financial Group, Inc./Quick & Reilly Group, Inc. Stock Option Plan and Amendment No. 2
to Fleet Financial Group, Inc./Quick & Reilly Group, Inc. Stock Option Plan (38)
10(bb)* Directors Deferred Compensation and Stock Unit Plan
12
12 Statement re: computation of ratios
13 1998 Annual Report to Shareholders
21 Subsidiaries of the Registrant
23 Independent Auditors' Consent
27 1998 Financial Data Schedule
27(a) 1997 Restated Financial Data Schedule
27(b) 1996 Restated Financial Data Schedule
- ----------
*Management contract, or compensatory plan or arrangement
(1) Incorporated by reference to Exhibit 2 of Registrant's Form 8-K Current
Report dated December 19, 1995.
(2) Incorporated by reference to Exhibit 2 of Registrant's Form 8-K Current
Report dated May 1, 1996.
(3) Incorporated by reference to Exhibit 3 of Registrant's Form 10-Q/A for the
quarter ended September 30, 1998.
(4) Incorporated by reference to Exhibit 4(a) of Registrant's Form 8-K Current
Report dated February 21, 1996.
(5) Incorporated by reference to Exhibit 4(b) of Registrant's Form 8-K Current
Report dated February 21, 1996.
(6) Incorporated by reference to Exhibit 4(a) of Registrant's Form 8-K Current
Report dated March 26, 1996.
(7) Incorporated by reference to Exhibit 4(a) of Registrant's Form 8-K Current
Report dated September 27, 1996.
(8) Incorporated by reference to Exhibit 3(b) of Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1995.
(9) Incorporated by reference to Registrant's Registration Statement Form 8-A
dated November 29, 1990, as amended by an Amendment to Application on
Report Form 8-A dated September 6, 1991, and as further amended by a Form
8-A/A dated March 17, 1995.
(10) Registrant has no instruments defining the rights of holders of equity or
debt securities where the amount of securities authorized thereunder
exceeds 10% of the total assets of the Registrant and its subsidiaries on a
consolidated basis. Registrant hereby agrees to furnish a copy of any such
instrument to the Commission upon request.
(11) Incorporated by reference to Exhibit 4(c) of Registrant's Form 8-K Current
Report dated July 12, 1991.
(12) Incorporated by reference to Exhibit 10(a) of Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1997.
(13) Incorporated by reference to Exhibit 10(b) of Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1995.
(14) Incorporated by reference to Exhibit 4 of Registrant's Form 8-K Current
Report dated July 12, 1991.
(15) Incorporated by reference to Exhibit 2(b) of Registrant's Form 8-K Current
Report dated December 19, 1995.
(16) Incorporated by reference to Exhibit 10(i) of Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1993.
(17) Incorporated by reference to Exhibit 10(j) of Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1993.
(18) Incorporated by reference to Exhibit 10(d) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(19) Incorporated by reference to Exhibit 10(h) of Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1994.
13
(20) Incorporated by reference to Exhibit 10(i) of Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1996.
(21) Incorporated by reference to Exhibit 10(j) of Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1995.
(22) Incorporated by reference to Exhibit 10(k) of Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1995.
(23) Incorporated by reference to Exhibit 10.1 of Shawmut's Form 10-K Annual
Report for the fiscal year ended December 31, 1994.
(24) Incorporated by reference to Exhibit 10(m) of Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1995.
(25) Incorporated by reference to Shawmut's 1989 Proxy Statement dated March 13,
1989.
(26) Incorporated by reference to Exhibit 10(o) of Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1995.
(27) Incorporated by reference to Exhibit 10(a) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(28) Incorporated by reference to Exhibit 10(b) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(29) Incorporated by reference to Exhibit 10(c) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(30) Incorporated by reference to Exhibit 10(e) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(31) Incorporated by reference to Exhibit 10(f) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(32) Incorporated by reference to Exhibit 10(g) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(33) Incorporated by reference to Exhibit 10(h) of Registrant's Form 10-Q for
the quarter ended June 30, 1996.
(34) Incorporated by reference to Exhibit 10(w) of Registrant's Form 10-K Annual
Report for fiscal year ended December 31, 1997.
(35) Incorporated by reference to Exhibit 10(b) of Registrant's Form 10-Q for
the quarter ended June 30, 1997.
(36) Incorporated by reference to Exhibit 10(c) of Registrant's Form 10-Q for
the quarter ended June 30, 1997.
(37) Incorporated by reference to Exhibit 10(z) of Registrant's Form 10-K Annual
Report for fiscal year ended December 31, 1997.
(38) Incorporated by reference to Exhibits 4.1, 4.2 and 4.3 of Registrant's
Registration Statement on Form S-8 (File No. 333-42247).
(d) Financial Statement Schedules - None.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FLEET FINANCIAL GROUP, INC.
(Registrant)
/s/ Eugene M. McQuade /s/ Robert C. Lamb, Jr.
---------------------------------- --------------------------------------
EUGENE M. MCQUADE ROBERT C. LAMB, JR.
VICE CHAIRMAN AND CONTROLLER AND
CHIEF FINANCIAL OFFICER CHIEF ACCOUNTING OFFICER
DATED MARCH 26, 1999 DATED MARCH 26, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated.
/s/ Terrence Murray /s/ Raymond C. Kennedy
----------------------------------- --------------------------------------
TERRENCE MURRAY, CHAIRMAN, RAYMOND C. KENNEDY, DIRECTOR
CHIEF EXECUTIVE OFFICER AND DIRECTOR
/s/ Joel B. Alvord /s/ Robert J. Matura
----------------------------------- --------------------------------------
JOEL B. ALVORD, DIRECTOR ROBERT J. MATURA, DIRECTOR
/s/ William Barnet, III /s/ Arthur C. Milot
----------------------------------- --------------------------------------
WILLIAM BARNET, III, DIRECTOR ARTHUR C. MILOT, DIRECTOR
/s/ Bradford R. Boss /s/ Thomas D. O'Connor, Sr.
----------------------------------- --------------------------------------
BRADFORD R. BOSS, DIRECTOR THOMAS D. O'CONNOR, SR., DIRECTOR
/s/ Stillman B. Brown /s/ Michael B. Picotte
----------------------------------- --------------------------------------
STILLMAN B. BROWN, DIRECTOR MICHAEL B. PICOTTE, DIRECTOR
/s/ Paul J. Choquette, Jr. /s/ Thomas C. Quick
----------------------------------- --------------------------------------
PAUL J. CHOQUETTE, JR., DIRECTOR THOMAS C. QUICK, DIRECTOR
/s/ Kim B. Clark /s/ Lois D. Rice
----------------------------------- --------------------------------------
KIM B. CLARK, DIRECTOR LOIS D. RICE, DIRECTOR
/s/ John T. Collins /s/ John R. Riedman
----------------------------------- --------------------------------------
JOHN T. COLLINS, DIRECTOR JOHN R. RIEDMAN, DIRECTOR
/s/ James F. Hardymon /s/ Thomas M. Ryan
----------------------------------- --------------------------------------
JAMES F. HARDYMON, DIRECTOR THOMAS M. RYAN, DIRECTOR
/s/ Marian L. Heard /s/ Samuel O. Thier
----------------------------------- --------------------------------------
MARIAN L. HEARD, DIRECTOR SAMUEL O. THIER, M.D., DIRECTOR
/s/ Robert M. Kavner /s/ Paul R. Tregurtha
----------------------------------- --------------------------------------
ROBERT M. KAVNER, DIRECTOR PAUL R. TREGURTHA, DIRECTOR
15