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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 1998
BANKBOSTON CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 1-6522 04-2471221
(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Federal Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 434-2200
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Item 5. Other Events.
On December 17, 1998, the Board of Directors of BankBoston Corporation
(the "Corporation") renewed the Corporation's existing Rights Agreement dated as
of June 28, 1990, as amended (the "Existing Rights Agreement") between the
Corporation and BankBoston, N.A., as rights agent (the "Rights Agent") by
adopting a Renewed Rights Agreement between the Corporation and the Rights Agent
(the "Renewed Rights Agreement"). The terms of the Renewed Rights Agreement
are substantially similar to those of the Existing Rights Agreement, other
than as described below. Pursuant to the Renewed Rights Agreement, the
Corporation declared a dividend of one new right (a "New Right") for each share
of the Corporation's common stock, par value $1.00 per share (the "Common
Stock") outstanding upon the "Expiration Date" under the Existing Rights
Agreement (the "Record Date"), and for each share of Common Stock issued or
transferred from the Corporation's treasury between the Record Date and the
Distribution Date (as defined in the New Rights Agreement), and under certain
circumstances thereafter. The Record Date is expected to occur on July 12, 2000,
but may occur before then under certain circumstances.
Each New Right will initially represent the right to purchase from
the Corporation, upon the occurrence of certain events, one one-thousandth of
a share of Junior Participating Preferred Stock, Series D, without par value,
at a price of $160, subject to adjustment, upon the terms and subject to the
conditions set forth in the Renewed Rights Agreement. The New Rights are
redeemable under certain circumstances at $.01 per New Right and will expire
on December 17, 2008, subject to extension or earlier redemption.
In general, the New Rights will become exercisable upon the earlier of:
(a) ten business days (subject to extension by the Board of Directors) following
a public announcement by the Corporation that a person or group has acquired (i)
beneficial ownership of 10% or more of the Corporation's Common Stock or (ii)
voting securities representing 10% or more of the total voting power of the
Corporation or (b) ten business days (subject to extension by the Board of
Directors) after the commencement of a tender offer or exchange offer that would
result in a person or group beneficially owning (i) 10% or more of the
Corporation's Common Stock or (ii) voting securities representing 10% or more of
the total voting power of the Corporation.
As with stockholder rights agreements generally, the Corporation's
Renewed Rights Agreement is designed to enable the Corporation's Board of
Directors to protect stockholder interests in the event of an unsolicited
attempt to acquire the Corporation upon expiration of the Existing Rights
Agreement. The Corporation's Renewed Rights Agreement is not aimed at
preventing a takeover, but rather at better ensuring that any potential
acquiror negotiates with the Corporation's Board of Directors prior to
attempting a takeover. The Renewed Rights Agreement was not adopted in
response to any specific effort to acquire control of the Corporation and
management is not now aware of any such effort.
This description of the provisions of the Renewed Rights Agreement and
the terms of the New Rights is qualified by reference to the Renewed Rights
Agreement, a copy of which is filed herewith and incorporated herein by
reference.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
4 Renewed Rights Agreement, dated as of December 17, 1998, between
BankBoston Corporation and BankBoston, N.A., as Rights Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANKBOSTON CORPORATION
Dated: December 28, 1998 /s/ GARY A. SPIESS
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Gary A. Spiess
Executive Vice President and
General Counsel
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