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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): MARCH 14, 1999
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.
BankBoston Corporation, a Massachusetts corporation ("BankBoston"), has
entered into an Agreement and Plan of Merger, dated as of March 14, 1999 (the
"Merger Agreement") with Fleet Financial Group, Inc., a Rhode Island corporation
("Fleet"), pursuant to which BankBoston will be merged with and into Fleet (the
"Merger"). The headquarters of the combined company, which will be called Fleet
Boston Corporation ("Fleet Boston"), will remain in Boston. The Merger is
intended to constitute a tax-free reorganization for federal income tax purposes
and to be accounted for as a "pooling of interests." The Merger Agreement is
filed herewith as Exhibit 2 and is incorporated by reference herein.
Under the terms of the Merger Agreement, each share of BankBoston common
stock, par value $1.00 per share ("BankBoston Common Stock") outstanding at the
effective time of the Merger (subject to certain exceptions), together with the
rights attached thereto (the "Rights") issued pursuant to the Rights Agreement,
dated as of June 28, 1990, as amended (the "Rights Agreement"), between
BankBoston and BankBoston, N.A., as rights agent, will be converted into the
right to receive 1.1844 shares of Fleet common stock, par value $0.01 per share
("Fleet Common Stock") (with cash being paid in lieu of fractional share
interests).
Consummation of the Merger is subject to various conditions, including
(i) the approval of the holders of two-thirds of the shares of BankBoston Common
Stock and of the holders of a majority of the shares of Fleet Common Stock, (ii)
the approval of the appropriate state and federal banking regulators and other
governmental agencies, (iii) the receipt by BankBoston and Fleet of letters from
their independent accountants that the Merger will qualify for "pooling of
interests" accounting treatment, (iv) the receipt by BankBoston and Fleet of an
opinion of counsel that the Merger will be treated for federal tax purposes as a
reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended, and (v) other customary conditions to closing.
Following consummation of the Merger, Terrence Murray, currently Chairman
and Chief Executive Officer of Fleet, will become Chairman of Fleet Boston.
Charles K. Gifford, currently BankBoston's Chairman and Chief Executive Officer,
will serve as President and Chief Operating Officer of Fleet Boston. Mr. Gifford
will become Chief Executive Officer of Fleet Boston on December 31, 2001 (or at
such earlier time as Mr. Murray may cease to serve in such role) and Chairman
one year later (or at such earlier time as Mr. Murray may cease to serve in such
role). Following consummation of the Merger, the Board of Directors of Fleet
Boston will consist of ten individuals designated by BankBoston and twelve
individuals designated by Fleet.
In connection with the Merger Agreement, BankBoston and Fleet have
entered into reciprocal stock option agreements (the "Stock Option Agreements"),
each dated March 14, 1999. The Stock Option Agreements provide (i) BankBoston
with the right to purchase up to 113,127,918 shares of Fleet Common Stock at a
price, subject to
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certain adjustments, of $44.75 per shares (the "Fleet Option") and (ii) Fleet
with the right to purchase up to 59,005,179 shares of BankBoston Common Stock at
a price, subject to certain adjustments, of $46.938 per share (the "BankBoston
Option" and, together with the Fleet Option, the "Options"). Each of the
Options, if exercised by the grantee thereto, is intended to provide the
grantee, before giving effect to the exercise of such Option, 19.9% of the total
number of shares of the issuer then issued and outstanding. The Options will
become exercisable only upon the occurrence of certain events, none of which has
occurred as of the date hereof. Under certain circumstances, the issuer of the
Option may be required to repurchase the applicable Option or the shares
acquired pursuant to the exercise of such Option. Alternatively, the holder of
such Option could surrender the Option and any shares purchased under the Option
in exchange for a cash payment of $560 million, subject to adjustment. The
options were granted by each of BankBoston and Fleet as a condition to the other
party's entering into the Merger Agreement. The Stock Option Agreements are
filed as Exhibits 99(a) and 99(b) and are incorporated by reference herein.
The joint press release issued by BankBoston and Fleet with respect to
the Merger is filed herewith as Exhibit 99(c).
In connection with the execution of the Merger Agreement and the Stock
Option Agreements, BankBoston amended the Rights Agreement to provide that the
Rights will not become distributable or exercisable as a result of the execution
of the Merger Agreement and the Stock Option Agreement relating to the
BankBoston Option or the consummation of the transactions contemplated thereby.
At the time it amended the Rights Agreement, BankBoston adopted a substantially
identical amendment to its Renewed Rights Agreement, dated as of December 17,
1998. The amendments to the Rights Agreement and the Renewed Rights Agreement
are filed herewith as Exhibits 99(d) and 99(e) and are incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2 Agreement and Plan of Merger, dated as of March 14, 1999, by and
between BankBoston Corporation and Fleet Financial Group, Inc.
99(a) Stock Option Agreement, dated March 14, 1999, between Fleet
Finacial Group, Inc., as issuer, and BankBoston Corporation, as
grantee.
99(b) Stock Option Agreement, dated March 14, 1999, between
BankBoston Corporation, as issuer, and Fleet Finacial Group, Inc.,
as grantee.
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99(c) Press Release issued by BankBoston Corporation and Fleet Financial
Group, Inc. on March 14, 1999.
99(d) Amendment No. 2, dated as of March 14, 1999, to the Rights
Agreement, dated as of June 28, 1990, as amended, between
BankBoston Corporation and BankBoston, N.A., as rights agent.
99(e) Amendment No. 1, dated as of March 14, 1999, to the 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: March 19, 1999 /s/ JANICE B. LIVA
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Janice B. Liva
Assistant General Counsel and
Assistant Clerk
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