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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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FLEETBOSTON FLEET CAPITAL
FINANCIAL CORPORATION TRUST VII
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its certificate of
RHODE ISLAND trust)
(State or other jurisdiction DELAWARE
of incorporation or organization) (State or other jurisdiction
05-0341324 of incorporation or organization)
(I.R.S. employer identification number) 04-6861971
(I.R.S. employer identification number)
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100 Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices, including zip code)
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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 number to which this form relates: 333-36444
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Exchange 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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Capital Securities of Fleet Capital New York Stock Exchange, Inc.
Trust VII (and the Guarantee
by FleetBoston Financial Corporation with
respect thereto)
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby consists of the
7.20% Capital Securities (the "Preferred Securities"), representing undivided
beneficial ownership interests in the assets of Fleet Capital Trust VII, a
statutory business trust formed under the laws of the State of Delaware (the
"Trust"), together with the Preferred Securities Guarantee by FleetBoston
Financial Corporation, a Rhode Island corporation, in favor of the holders of
the Preferred Securities.
For a description of the Preferred Securities, reference is made to the
information set forth under the headings "Description of the Preferred
Securities" and "Description of the Preferred Securities Guarantees" in the
Registration Statement on Form S-3 (Registration No. 333-36444) filed with the
Securities and Exchange Commission (the "Commission") on May 5, 2000, as amended
by Amendment No. 1 thereto filed with the Commission on May 26, 2000 (the
"Registration Statement"), which description is incorporated herein by
reference. Definitive copies of the prospectus describing the terms of the
Preferred Securities have been filed pursuant to Rule 424(b) under the
Securities Act and are incorporated herein by reference.
ITEM 2. EXHIBITS.
2.1 Certificate of Trust of Fleet Capital Trust VII, as amended by First
Amendment to Certificate of Trust of Fleet Capital Trust VII
(referenced in Exhibit 4(q)(ii) to the Registration Statement, and
incorporated by reference to Exhibit 4(a)(vii) to Registration
Statement No. 333-48043 and Exhibit 4(t)(ii) to Registration
Statement No. 333-86829).
2.2 Declaration of Trust of Fleet Capital Trust VII, as amended by First
Amendment to Declaration of Trust of Fleet Capital Trust VII
(referenced in Exhibit 4(r)(ii) to the Registration Statement, and
incorporated by reference to Exhibit 4(b)(vi) to Registration
Statement No. 333-48043 and Exhibit 4(u)(ii) to Registration
Statement No. 333-86829).
2.3 Amended and Restated Declaration of Trust, dated as of September 17,
2001, among FleetBoston Financial Corporation, as sponsor, The Bank
of New York (Delaware), as Delaware Trustee, and The Bank of New
York, as Institutional Trustee, the Regular Trustees named therein
and the holders, from time to time, of the undivided beneficial
ownership interests in the assets of Fleet Capital Trust VII.
2.4 Indenture, dated as of June 30, 2000, between FleetBoston Financial
Corporation and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4(b) to FleetBoston Financial Corporation's
Current Report on Form 8-K dated June 30, 2000).
2.5 First Supplemental Indenture, dated as of June 30, 2000, between
FleetBoston Financial Corporation and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4(c) to FleetBoston
Financial Corporation's Current Report on Form 8-K dated June 30,
2000).
2.6 Second Supplemental Indenture, dated as of September 17, 2001,
between FleetBoston Financial Corporation and The Bank of New York,
as Trustee.
2.7 Form of Preferred Security (included in Exhibit 2.3).
2.8 Form of Junior Subordinated Debenture (included in Exhibit 2.6).
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2.9 Preferred Securities Guarantee, dated as of September 17, 2001,
between FleetBoston Financial Corporation, as Guarantor, and The
Bank of New York, as Trustee.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrants have duly caused this registration
statement to be signed on their behalf by the undersigned, thereunto duly
authorized.
Dated: September 20, 2001 FLEET CAPITAL TRUST VII
By: /s/ JOHN R. RODEHORST
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Name: John R. Rodehorst
Title: Regular Trustee
FLEETBOSTON FINANCIAL CORPORATION
By: /s/ JOHN R. RODEHORST
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Name: John R. Rodehorst
Title: Assistant Treasurer
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