SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
Fleet Capital Trust I
Fleet Financial Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3337370
Rhode Island 05-0341324
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
c/o Fleet Financial Group, Inc.
One Federal Street, Boston, Massachusetts 02110
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so Registered each class is to be registered
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8.00% Trust Originated New York Stock Exchange, Inc.
Preferred Securities issued by
Fleet Capital Trust I
Preferred Securities Guarantee by
Fleet Financial Group, Inc. New York Stock Exchange, Inc.
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. Description of Registrant's Securities to be Registered.
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Incorporated by reference herein is the description of the 8.00% Trust
Originated Preferred Securities and the Preferred Securities Guarantee
provided in the Registrant's Registration Statement filed pursuant to
the Securities Act of 1933 on Form S-4 (File No. 333-16001) (the
"Registration Statement"), as filed by the Registrant and Fleet
Financial Group, Inc. with the Securities and Exchange Commission (the
"Commission") on November 13, 1996, as amended by Amendment No. 1 and
Amendment No. 2 thereto filed with the Commission on December 17, 1996
and December 24, 1996, respectively, under the caption labeled
"Description of the Preferred Securities" and "Description of the
Preferred Securities Guarantee," respectively. A definitive copy of
the Prospectus dated December 30, 1996 was filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended, and is
incorporated by reference herein. ("Trust Originated Preferred
Securities" is a service mark of Merrill Lynch & Co.)
ITEM 2. Exhibits.
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1. Certificate of Trust of Fleet Capital Trust I (incorporated by
reference to Exhibit 4(b)(i) to Registration Statement on Form S-3
(File No. 333-15435) (the "Form S-3 Registration Statement)).
2. Declaration of Trust of Fleet Capital Trust I (incorporated by
reference to Exhibit 4(b)(i) of the Form S-3 Registration Statement).
3. Form of Amended and Restated Declaration of Trust of Fleet Capital
Trust I (incorporated by reference to Exhibit 4(c) to the Registration
Statement).
4. Form of Preferred Security (incorporated by reference to Exhibit A-1
to Exhibit 4(c) to the Registration Statement).
5. Form of Preferred Securities Guarantee (incorporated by reference to
Exhibit 4(h) to the Registration Statement).
6. Indenture between Fleet Financial Group, Inc. and The First National
Bank of Chicago, as trustee (incorporated by reference to Exhibit 4(d)
to the Form S-3 Registration Statement).
7. Form of Second Supplemental Indenture to be used in connection with
the issuance of 8.00% Junior Subordinated Deferrable Interest
Debentures due 2027 (incorporated by reference to Exhibit 4(e) to the
Registration Statement).
8. Form of 8.00% Junior Subordinated Deferrable Interest Debentures due
2027 (included in Exhibit 7).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
FLEET CAPITAL TRUST I
By:/s/ John R. Rodehorst
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John R. Rodehorst
Regular Trustee
FLEET FINANCIAL GROUP, INC.
Date: January 29, 1997 By:/s/ John R. Rodehorst
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John R. Rodehorst
Assistant Treasurer
January 30, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Fleet Financial Group, Inc.
Registration Statement on Form 8-A
Ladies and Gentlemen:
The undersigned hereby respectfully requests that the above captioned
Registration Statement become effective immediately or as soon thereafter as
practicable.
Very truly yours,
FLEET CAPITAL TRUST I
By:/s/ John R. Rodehorst
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John R. Rodehorst
Regular Trustee
FLEET FINANCIAL GROUP, INC.
By:/s/ John R. Rodehorst
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John R. Rodehorst
Assistant Treasurer