EXHIBIT 99(I)
THIS IS NEITHER AN OFFER TO EXCHANGE OR SELL NOR A SOLICITATION OF AN OFFER
TO EXCHANGE OR BUY ANY OF THESE SECURITIES. THE OFFER IS MADE ONLY BY THE
PROSPECTUS AND THE LETTER OF TRANSMITTAL AND THE OFFER IS NOT BEING MADE TO, NOR
WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF THE SECURITIES IN ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION. IN ANY
JURISDICTION WHERE THE SECURITIES OR BLUE SKY LAWS REQUIRE THE OFFER TO BE MADE
BY A LICENSED BROKER OR DEALER, THE OFFER IS BEING MADE ON BEHALF OF THE TRUST
BY MERRILL LYNCH & CO. AND SMITH BARNEY INC. OR ONE OR MORE OTHER BROKERS OR
DEALERS WHICH ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NOTICE OF EXCHANGE OFFER TO HOLDERS
OF
[LOGO]
DEPOSITARY SHARES, EACH REPRESENTING A 1/10 INTEREST IN
A SHARE OF SERIES V 7.25% PERPETUAL PREFERRED STOCK
Fleet Capital Trust I, a Delaware statutory business trust (the "Trust"), is
offering, upon the terms and subject to the conditions set forth in its
Prospectus dated December [ ], 1996 (the "Prospectus") and the accompanying
Letter of Transmittal (the "Letter of Transmittal" which, together with the
Prospectus, constitute the "Offer"), to exchange its [ ]% Trust Originated
Preferred Securities-SM- ("TOPrS-SM-") (the "Preferred Securities") for any and
all of the Depositary Shares ("Depositary Shares") each representing a 1/10
interest in a share of Series V 7.25% Perpetual Preferred Stock (the "Preferred
Stock") of Fleet Financial Group, Inc., a Rhode Island corporation ("Fleet"),
not owned by Fleet. Exchanges will be made on the basis of one Preferred
Security for each Depositary Share validly tendered and accepted for exchange in
the Offer. In connection with the Offer, Fleet will deposit in the Trust as
trust assets its [ ]% Junior Subordinated Debentures due 2027, as set forth
in the Prospectus.
THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON ,
, 199 , UNLESS THE OFFER IS EXTENDED.
NONE OF FLEET, THE BOARD OF DIRECTORS OF FLEET, THE TRUSTEES OR THE TRUST
MAKES ANY RECOMMENDATION TO HOLDERS OF DEPOSITARY SHARES AS TO WHETHER TO TENDER
OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS OF DEPOSITARY SHARES ARE URGED
TO CONTACT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR DECISION ON WHAT
ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
Upon the terms and subject to the conditions of the Offer described in the
Prospectus, the Trust will accept for exchange Depositary Shares validly
tendered and not withdrawn prior to 12:00 midnight, New York City time, on
[ ], 199[ ], or if the Offer is extended by the Trust, in its sole
discretion, the latest date and time to which the Offer has been extended (the
"Expiration Date"). Tenders of Depositary Shares pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date and, unless accepted for
exchange by the Trust, may be withdrawn at any time after 40 business days after
the date of the Prospectus.
Consummation of the Offer is conditioned on, among other things, tenders by
a sufficient number of holders of Depositary Shares such that, as of the
Expiration Date, there be at least 400 record or beneficial owners of at least
1,000,000 Preferred Securities to be issued in exchange for such Depositary
Shares (the "Minimum Distribution Condition"), which condition may not be
waived.
- ------------------------
- -SM-"Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
The Trust expressly reserves the right, in its sole discretion, subject to
applicable law, to (i) terminate the Offer, and not accept for exchange any
Depositary Shares and promptly return all Depositary Shares upon the failure of
any of the conditions specified above or in "The Offer--Conditions to the Offer"
in the Prospectus, (ii) waive any condition to the Offer (other than the Minimum
Distribution Condition) and accept all Depositary Shares previously tendered
pursuant to the Offer, (iii) extend the Expiration Date of the Offer and retain
all Depositary Shares tendered pursuant to the Offer until the Expiration Date,
subject, however, to all withdrawal rights of holders, see "The
Offer--Withdrawal of Tenders" in the Prospectus, (iv) amend the terms of the
Offer, (v) modify the form of the consideration to be paid pursuant to the Offer
or (vi) not accept for exchange Depositary Shares at any time on or prior to the
Expiration Date, for any reason, including, without limitation, if fewer than
100,000 Depositary Shares would remain outstanding upon acceptance of those
tendered (which condition may be waived by the Trust). Any amendment applicable
to the Offer will apply to all Depositary Shares tendered pursuant to the Offer.
The minimum period during which the Offer must remain open following material
changes in the terms of the Offer or the information concerning the Offer, other
than a change in the percentage of securities sought or the price, depends upon
the facts and circumstances, including the relative materiality of such terms or
information. See "The Offer--Expiration Date; Extensions; Amendments;
Termination" in the Prospectus.
The purpose of the Offer is to refinance the Depositary Shares with the
Preferred Securities to achieve certain tax efficiencies while preserving
Fleet's flexibility with respect to future financings.
The Prospectus and Letter of Transmittal contain important information which
should be read before any action is taken by holders of Depositary Shares.
Tenders may be made only by a properly completed and executed Letter of
Transmittal and in conformance with the terms thereof and of the Prospectus. The
information contained in the Prospectus, the Letter of Transmittal and the other
offering documents is hereby incorporated in this notice by reference.
Fleet will pay to Soliciting Dealers (as defined in the Prospectus)
designated by the record or beneficial owner, as appropriate, of Depositary
Shares a solicitation fee of $ per Depositary Share ($ per
Depositary Share with respect to the solicitation of beneficial holders of
10,000 or more shares) validly tendered and accepted for exchange pursuant to
the Offer, subject to certain conditions. Soliciting Dealers are not entitled to
a solicitation fee for Depositary Shares beneficially owned by such Soliciting
Dealer.
The information required to be disclosed by paragraph (d)(1) of Rule 13e-4
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended, is contained in the Prospectus and is incorporated herein by
reference.
The Prospectus and the related Letter of Transmittal are first being sent to
holders of Depositary Shares on December [ ], 1996, and are being furnished to
brokers, dealers, banks and similar persons whose names, or names of whose
nominees, appear on the lists of holders of the Depositary Shares or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Depositary
Shares.
Any questions or requests for assistance may be directed to the Information
Agent and the Dealer Managers at the addresses and telephone numbers set forth
below. Requests for copies of the Prospectus, the Letter of Transmittal or the
Notice of Guaranteed Delivery may be directed to Georgeson & Company Inc., the
Information Agent, at (800) 223-2064, and copies will be forwarded promptly at
Fleet's expense. Shareholders may also contact their broker, dealer, commercial
bank or trust company for assistance concerning the Offer.
2
THE INFORMATION AGENT FOR THE OFFER IS:
[GEORGESON & COMPANY INC. LOGO]
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll-Free)
Banks and Brokers Call Collect:
(212) 440-9800
THE DEALER MANAGERS FOR THE OFFER ARE:
MERRILL LYNCH & CO.
World Financial Center
North Tower-Seventh Floor
New York, New York 10281
(888) ML4-TNDR (Toll-Free)
(888) 654-8637 (Toll-Free)
Attn: Susan L. Weinberg
SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013
(800) 655-4811 (Toll-Free)
Attn: Paul S. Galant
, 1996