Exhibit 99(d)
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2, dated as of March 14, 1999 (this
"Amendment"), to the Rights Agreement, dated as of June 28, 1990, as amended by
an Amendment thereto dated December 12, 1995 (the "Rights Agreement"), between
BankBoston Corporation, a Massachu setts corporation (the "Company"), and
BankBoston, N.A., as successor rights agent (the "Rights
Agent").
WITNESSETH
WHEREAS, the Company and the Rights Agent have previously
entered into the Rights Agreement; and
WHEREAS, no Distribution Date (as defined in Section 3(a) of
the Rights Agreement) has occurred as of the date of this Amendment; and
WHEREAS, Section 27 of the Rights Agreement provides that the
Company may from time to time supplement or amend the Rights Agreement in
accordance with the terms of Section 27; and
WHEREAS, the Company and Fleet Financial Group, Inc., a Rhode
Island corporation ("Fleet"), have entered into an Agreement and Plan of Merger,
dated as of March 14, 1999 (the "Merger Agreement"), pursuant to which the
Company will merge (the "Merger") with and into Fleet; and
WHEREAS, in connection with the Merger Agreement, the Company
and Fleet have entered into a Stock Option Agreement, dated March 14, 1999 (the
"Option Agreement"), pursuant to which the Company has granted to Fleet an
option to purchase shares of the Company's Common Stock under certain
circumstances and upon certain terms and conditions; and
WHEREAS, the Board of Directors has determined that the
transactions contem plated by the Merger Agreement are in the best interests of
the Company and its stockholders; and
WHEREAS, the Board of Directors has determined that it is
advisable and in the best interest of the Company and its stockholders to amend
the Rights Agreement to exempt the Merger Agreement, the Option Agreement and
the transactions contemplated thereby (including, without limitation, the option
granted pursuant to the Option Agreement) from the application of the Rights
Agreement; and
WHEREAS, the Board of Directors of the Company has approved
and adopted this Amendment and directed that the proper officers take all
appropriate steps to execute and put into effect this Amendment.
NOW, THEREFORE, the Company hereby amends the Rights Agreement
as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by
inserting the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
until the termination of both the Fleet Merger Agreement and
the Fleet Stock Option Agreement (each as defined below) in
accordance with their respective terms, neither Fleet
Financial Group, Inc, a Rhode Island corporation ("Fleet"),
nor any Affiliate or Associate of Fleet (collectively with
Fleet, the "Fleet Parties") shall be deemed to be an Acquiring
Person by virtue of the fact that Fleet is the Beneficial
Owner solely of shares of Common Stock (i) of which any Fleet
Party is or becomes the Beneficial Owner by reason of the
approval, execution or delivery of the Agreement and Plan of
Merger, dated as of March 14, 1999, by and between the Company
and Fleet, as may be amended from time to time (the "Fleet
Merger Agreement"), or the Stock Option Agreement, dated March
14, 1999, between the Company, as issuer, and Fleet, as
grantee, as may be amended from time to time (the "Fleet Stock
Option Agreement"), or by reason of the consummation of any
transaction contemplated in the Fleet Merger Agreement, the
Fleet Stock Option Agreement or both, (ii) of which any Fleet
Party is the Beneficial Owner on the date hereof, (iii)
acquired in satisfaction of debts contracted prior to the
date hereof by any Fleet Party in good faith in the ordinary
course of such Fleet Party's banking business, (iv) held by
any Fleet Party in a BONA FIDE fiduciary or depository
capacity, or (v) owned in the ordinary course of business by
either (A) an investment company registered under the
Investment Company Act of 1940, as amended, or (B) an
investment account, in either case for which any Fleet Party
acts as investment advisor."
2. Section 13 of the Rights Agreement is hereby amended to add
the following subsection (d) at the end thereof:
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"Notwithstanding any other provision of this Agreement, at the
Effective Time (as defined in the Fleet Merger Agreement), the
Common Stock will be converted into the consideration provided
for in the Fleet Merger Agreement, and all Rights attached
thereto shall simultaneously be extinguished with no
additional consideration being paid on account thereof."
3. Section 15 of the Rights Agreement is hereby amended to add
the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any
holder of Rights or any other Person any legal or equitable
rights, remedies or claims under this Agree ment in connection
with any transactions contemplated by the Fleet Merger
Agreement or the Fleet Stock Option Agreement."
4. This Amendment shall be deemed to be in force and effective
immediately prior to the execution and delivery of the Merger Agreement. Except
as amended hereby, the Rights Agreement shall remain in full force and effect
and shall be otherwise unaffected hereby.
5. Capitalized terms used in this Amendment and not defined
herein shall have the meanings assigned thereto in the Rights Agreement.
6. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
7. In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is hereby ratified, adopted,
approved and confirmed. In executing and delivering this Amendment, the Rights
Agent shall be entitled to all the privileges and immunities afforded to the
Rights Agent under the terms and conditions of the Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested as of the day and year first above
written.
ATTEST: BANKBOSTON CORPORATION
By:/s/Janice B. Liva By:/s/Peter J. Manning
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Name: Janice B. Liva Name: Peter J. Manning
Title: Assistant General Counsel Title:Executive Vice President,
and Assistant Clerk Mergers and Acquisitions
ATTEST: BANKBOSTON, N.A., as Rights Agent
By Its Agent, Boston EquiServe Division
of EquiServe Limited Partnership
By:/s/Darlene DioDato By: /s/Charles V. Rossi
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Name: Darlene DioDato Name: Charles V. Rossi
Title: Managing Director Title: President
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