EXHIBIT 99(C)
FLEET CAPITAL TRUST I
OFFER TO EXCHANGE ITS
% TRUST ORIGINATED PREFERRED SECURITIES-SM- ("TOPRS-SM-")
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY AND GUARANTEED
TO THE EXTENT SET FORTH IN THE PROSPECTUS BY FLEET FINANCIAL GROUP, INC.)
FOR ANY AND ALL OUTSTANDING DEPOSITARY SHARES,
EACH REPRESENTING A 1/10 INTEREST IN A SHARE OF
SERIES V 7.25% PERPETUAL PREFERRED STOCK
(CUSIP 338915 79 6)
OF
FLEET FINANCIAL GROUP, INC.
THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON ,
199 , UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Commercial Banks,
Trust Companies and
Other Nominees:
We have been appointed by Fleet Financial Group, Inc., a Rhode Island
corporation ("Fleet"), and Fleet Capital Trust I, a Delaware statutory business
trust (the "Trust"), to act as Dealer Managers in connection with the offer by
the Trust to exchange, upon the terms and subject to the conditions set forth in
the Prospectus referred to below and the related Letter of Transmittal (which
together constitute the "Offer"), its % Trust Originated Preferred
Securities-SM- ("TOPrS-SM-") (the "Preferred Securities") for any and all
Depositary Shares (the "Depositary Shares"), each representing a 1/10 interest
in a share of Series V 7.25% Perpetual Preferred Stock of Fleet, not owned by
Fleet, that are validly tendered and accepted for exchange pursuant to the
Offer. In connection with the Offer, Fleet will deposit in the Trust as trust
assets its % Junior Subordinated Deferrable Interest Debentures due 2027 as
set forth in the Prospectus referred to below.
Pursuant to the Offer, exchanges will be made on the basis of one Preferred
Security for each Depositary Share validly tendered and accepted for exchange in
the Offer.
The Trust will accept for exchange all Depositary Shares validly tendered
and not withdrawn, upon the terms and subject to the conditions of the Offer
described in the Prospectus dated , 1996 (the "Prospectus").
For your information and for forwarding to your clients for whom you hold
Depositary Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Prospectus;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 providing information relating to backup federal
income tax withholding;
- ------------------------
- -SM- "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Depositary Shares and all other required documents cannot be delivered to the
Exchange Agent by the Expiration Date (as defined in the Prospectus), or the
book-entry transfer of the Depositary Shares cannot be completed by the
Expiration Date;
4. A form of letter that may be sent to your clients for whose accounts you
hold Depositary Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions and designation of
Soliciting Dealer with regard to the Offer;
5. A letter from the President and Chief Executive Officer of Fleet to
holders of Depositary Shares that may be sent to your clients;
6. A Question and Answer pamphlet that may be sent to your clients; and
7. A return envelope addressed to Fleet National Bank, the Exchange Agent.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
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 CONSULT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR DECISIONS ON WHAT
ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
Fleet will pay a solicitation fee of $[ ] per Depositary Share ($[ ] per
Depositary Share with respect to solicitation of beneficial holders of 10,000 or
more shares) for any Depositary Shares validly tendered and accepted for
exchange and exchanged pursuant to the Offer and covered by a Letter of
Transmittal which designates, as having solicited and obtained the tender, the
name of (i) any broker or dealer in securities, including the Dealer Manager in
its capacity as a broker or dealer, which is a member of any national securities
exchange or of the National Association of Securities Dealers, Inc. (the
"NASD"), (ii) any foreign broker or dealer not eligible for membership in the
NASD which agrees to conform to the NASD's Rules of Fair Practice in soliciting
tenders outside the United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company (each of which is referred to herein
as a "Soliciting Dealer"). No solicitation fee shall be payable to a Soliciting
Dealer with respect to the tender of Depositary Shares by a holder unless the
Letter of Transmittal accompanying such tender designates such Soliciting Dealer
as such in the box captioned "Solicited Tenders."
If tendered Depositary Shares are being delivered by book-entry transfer
made to an account maintained by the Exchange Agent with The Depository Trust
Company, the Soliciting Dealer must return a Notice of Solicited Tenders to the
Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date in order to receive a solicitation fee. Such Notice of Solicited
Tenders is attached hereto on page 4. No solicitation fee shall be payable to a
Soliciting Dealer in respect of Depositary Shares (i) beneficially owned by such
Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer
unless such Depositary Shares are held by such Soliciting Dealer as nominee and
such Depositary Shares are being tendered for the benefit of one or more
beneficial owners identified on the Letter of Transmittal or the Notice of
Solicited Tenders. No solicitation fee shall be payable to the Soliciting Dealer
with respect to the tender of Depositary Shares by the holder of record, for the
benefit of the beneficial owner, unless the beneficial owner has designated such
Soliciting Dealer.
No solicitation fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer any portion of such fee
to a tendering holder (other than itself). No broker, dealer, bank,
2
trust company or fiduciary shall be deemed to be the agent of Fleet, the Trust,
the Trustees, the Exchange Agent, the Information Agent or the Dealer Managers
for purposes of the Offer.
Fleet will, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by them
in forwarding materials to their customers. Fleet will pay all stock transfer
taxes applicable to the acceptance of Depositary Shares pursuant to the Offer,
subject to Instruction 6 of the Letter of Transmittal.
Soliciting Dealers should take care to ensure proper record-keeping to
document their entitlement to any solicitation fee.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers set
forth on the back cover of the Prospectus.
Very truly yours,
MERRILL LYNCH & CO.
SMITH BARNEY INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF FLEET, THE TRUST, THE TRUSTEES OF THE TRUST, THE DEALER MANAGERS,
THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
3
NOTICE OF SOLICITED TENDERS
List below the number of Depositary Shares whose tender you have solicited.
All Depositary Shares beneficially owned by a beneficial owner, whether in one
account or several, and in however many capacities, must be aggregated for
purposes of completing the tables below. Any questions as to what constitutes
beneficial ownership should be directed to the Exchange Agent. If the space
below is inadequate, list the Depositary Shares on a separate signed schedule
and affix the list to this Notice of Solicited Tenders. PLEASE DO NOT COMPLETE
THE SECTIONS OF THE TABLE HEADED "TO BE COMPLETED ONLY BY EXCHANGE AGENT."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE EXCHANGE AGENT
WITHIN THREE NYSE TRADING DAYS AFTER THE EXPIRATION DATE AT THE ADDRESS SET
FORTH ON THE BACK COVER OF THE PROSPECTUS. ALL QUESTIONS CONCERNING THE NOTICES
OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE
TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE PROSPECTUS.
BENEFICIAL HOLDERS OF FEWER THAN 10,000 DEPOSITARY SHARES
TO BE COMPLETED BY TO BE COMPLETED ONLY
SOLICITING DEALER BY EXCHANGE AGENT
--------------------------- ---------------------------
NUMBER OF VOI TICKET NUMBER OF FEE $[ ]
BENEFICIAL OWNERS SHARES TENDERED NUMBER* SHARES ACCEPTED PER SHARE
- ------------------------------------------------------ --------------- ---------- --------------- ----------
Beneficial Owner No. 1................................
Beneficial Owner No. 2................................
Beneficial Owner No. 3................................
Beneficial Owner No. 4................................
Beneficial Owner No. 5................................
Total.............................................
BENEFICIAL HOLDERS OF 10,000 OR MORE DEPOSITARY SHARES
TO BE COMPLETED BY TO BE COMPLETED ONLY
SOLICITING DEALER BY EXCHANGE AGENT
--------------------------- ---------------------------
NUMBER OF VOI TICKET NUMBER OF FEE $[ ]
BENEFICIAL OWNERS SHARES TENDERED NUMBER* SHARES ACCEPTED PER SHARE
- ------------------------------------------------------ --------------- ---------- --------------- ----------
Beneficial Owner No. 1................................
Beneficial Owner No. 2................................
Beneficial Owner No. 3................................
Beneficial Owner No. 4................................
Beneficial Owner No. 5................................
Total.............................................
- ------------------------
* Complete if Depositary Shares delivered by book-entry transfer. Please
submit a separate VOI ticket for Depositary Shares tendered when the
solicitation fee is to be directed to another Soliciting Dealer. At the time
of tendering Depositary Shares in Book-Entry form, please indicate your
request in the comments field.
All questions as to the validity, form and eligibility (including time of
receipt) of Notices of Solicited Tenders will be determined by the Exchange
Agent, in its sole discretion, which determination will be final and binding.
Neither the Exchange Agent nor any other person will be under any duty to give
notification of any defects or irregularities in any Notice of Solicited Tenders
or incur any liability for failure to give such notification.
4
The undersigned hereby confirms that: (i) it has complied with the
applicable requirements of the Securities Exchange Act of 1934, and the
applicable rules and regulations thereunder, in connection with such
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Prospectus (unless the undersigned is not
being compensated for such solicitation); (iii) in soliciting tenders of
Depositary Shares, it has used no soliciting materials other than those
furnished by Fleet or the Trust; and (iv) if it is a foreign broker or dealer
not eligible for membership in the NASD, it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations outside the United States to the
same extent as though it were an NASD member.
Print Firm Name Address
Authorized Signature City, State, Zip Code
Area Code and Telephone Number Attention
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
5