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 IV
FLEET FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3337374
RHODE ISLAND 05-0341324
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
c/o Fleet Financial Group, Inc.
ONE FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(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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7.17% Trust Originated New York Stock Exchange, Inc.
Preferred Securities issued by
Fleet Capital Trust IV (and the
Guarantee by Fleet Financial
Group, Inc. with respect thereto)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. (x)
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. ( )
Securities Act registration statement file numbers to which this form relates:
333-44921
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference herein is the description of the 7.17% Trust
Originated Preferred Securities of Fleet Capital Trust IV, a statutory
business trust created under the laws of Delaware ("Fleet Capital")
provided in the Registrant's Registration Statement filed pursuant to
the Securities Act of 1933 on Form S-3 (File No. 333-44921) under the
caption labeled "Description of the Preferred Securities" and the
Preferred Securities Guarantee under the caption labeled "Description
of the Preferred Securities Guarantee", as filed by Fleet Capital (and
the other trusts which were registrants thereunder) and Fleet
Financial Group, Inc. with the Securities and Exchange Commission (the
"Commission"). A definitive copy of the Prospectus dated April 23,
1998 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.
1. Certificate of Trust of Fleet Capital Trust IV (incorporated by
reference to Exhibit 4(a)(iii) to Registration Statement on Form S-3
(File Nos. 333-15435, 333-15435-01 and 333-15435-02) (the
"Registration Statement")).
2. Declaration of Trust of Fleet Capital Trust IV (incorporated by
reference to Exhibit 4(b)(iii) of the Registration Statement).
3. Form of Amended and Restated Declaration of Trust of Fleet Capital
Trust IV (incorporated by reference to Exhibit 4(a) of the Company's
Current Report on Form 8-K dated April 23, 1998).
4. Form of Preferred Security (included in Exhibit A-1 to Exhibit 3)
(incorporated by reference to Exhibit 4(d) of the Company's Current
Report on Form 8-K dated April 23, 1998).
5. Form of Preferred Securities Guarantee (incorporated by reference to
Exhibit 4(f) of the Company's Current Report on Form 8-K dated April
23, 1998).
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 Registration Statement).
7. Form of Fourth Supplemental Indenture to be used in connection with
the issuance of 7.17% Junior Subordinated Deferrable Interest
Debentures due March 31, 2028 (incorporated by reference to Exhibit
4(c) of the Company's Current Report on Form 8-K dated April 23,
1998).
8. Form of 7.17% Junior Subordinated Deferrable Interest Debentures due
March 31, 2028 (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 IV
BY:/S/ JOHN R. RODEHORST
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John R. Rodehorst
Regular Trustee
FLEET FINANCIAL GROUP, INC.
Date: June 8, 1998 BY:/S/ JOHN R. RODEHORST
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John R. Rodehorst
Assistant Treasurer
June 8, 1998
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 IV
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