EXHIBIT 99(b)
NOTICE OF GUARANTEED DELIVERY
OF
DEPOSITARY SHARES, EACH REPRESENTING A 1/10 INTEREST IN A SHARE OF
SERIES V 7.25% PERPETUAL PREFERRED STOCK (THE "DEPOSITARY SHARES")
(CUSIP 338915 79 6)
OF
FLEET FINANCIAL GROUP, INC.
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if (i) certificates for Depositary Shares
(the "Depositary Shares"), each representing a 1/10 interest in a share of
Series V 7.25% Perpetual Preferred Stock of Fleet Financial Group, Inc.
("Fleet"), cannot be delivered to the Exchange Agent by the Expiration Date (as
defined in the Prospectus of Fleet and Fleet Capital Trust I dated December
[ ], 1996 (the "Prospectus")), (ii) the procedure for book-entry transfer of
Depositary Shares (as set forth in the Prospectus) cannot be completed by the
Expiration Date or (iii) the Letter of Transmittal (or a facsimile thereof) and
all other required documents cannot be delivered to the Exchange Agent prior to
the Expiration Date (as defined in the Prospectus). This form, properly
completed and duly executed, may be delivered by hand, facsimile transmission or
mail to the Exchange Agent. See the Prospectus.
THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
, 199 , UNLESS THE OFFER IS EXTENDED.
THE EXCHANGE AGENT FOR THE OFFER IS:
FLEET NATIONAL BANK
BY HAND: BY MAIL (REGISTERED OR CERTIFIED MAIL
RECOMMENDED):
Fleet National Bank Fleet National Bank
Corporate Trust Operations Corporate Trust Operations
CT/OP/TO6D CT/OP/TO6D
One Talcott Plaza, 5th Floor P.O. Box 1440
Hartford, CT 06106 Hartford, CT 06143
or BY OVERNIGHT COURIER:
Fleet Bank Fleet National Bank
Corporate Trust Department Corporate Trust Operations
14 Wall Street CT/OP/TO6D
8th Floor, Window #2 150 Windsor Street
New York, NY 10005 Hartford, CT 06120
BY FACSIMILE: CONFIRM RECEIPT BY TELEPHONE:
(For Eligible Institutions Only) (860) 986-12271
(860) 986-7908 Attn: REORG
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INFORMATION AGENT FOR THE OFFER IS:
GEORGESON & COMPANY INC.
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
2
Ladies and Gentlemen:
The undersigned hereby tenders to Fleet Capital Trust I (the "Trust"), upon
the terms and subject to the conditions set forth in the Prospectus and the
related Letter of Transmittal (which together constitute the "Offer"), receipt
of which is hereby acknowledged, the number of Depositary Shares set forth
below, pursuant to the guaranteed delivery procedure set forth in the
Prospectus:
Number of Depositary Shares Tendered: Name(s) of Record Holder(s):
Certificate Nos. (if available):
(Please Print)
Check if Depositary Shares will be tendered Address(es):
by
book-entry transfer effected by The
Depository
Trust Company: / /
(Zip Code)
Name of
Tendering Institution: Area Code and Tel. No.:
Account Number: Signature(s):
Dated:
[PLEASE SEE REVERSE SIDE]
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an office, branch or agency in
the United States, guarantees (a) that the above named person(s) "own(s)"
the Depositary Shares tendered hereby within the meaning of Rule 14e-4 under
the Securities Exchange Act of 1934, as amended, (b) that such tender of
Depositary Shares complies with Rule 14e-4 and (c) to deliver to the
Exchange Agent either the Depositary Shares tendered hereby, in proper form
for transfer, or confirmation of the book-entry transfer of the Depositary
Shares tendered hereby into the account of the Exchange Agent at The
Depository Trust Company, together with a properly completed and duly
executed Letter(s) of Transmittal (or facsimile(s) thereof), with any
required signature guarantees (or an Agent's Message (as defined in the
Prospectus)) and any other required documents within three New York Stock
Exchange trading days after the date of execution of this Notice.
Name of Firm Authorized Signature
Address Title
Name:
City, State and Zip Code (Please Type or Print)
Telephone Number: Dated:
DO NOT SEND CERTIFICATES FOR DEPOSITARY SHARES WITH THIS NOTICE OF
GUARANTEED DELIVERY. CERTIFICATES FOR DEPOSITARY SHARES SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL.