1
================================================================================
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): September 17, 2001
FLEETBOSTON FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Rhode Island 1-6366 05-0341324
(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
================================================================================
2
-2-
Item 5. Other Events.
On September 17, 2001, FleetBoston Financial Corporation (the "Corporation")
completed the public offering of 20,000,000 7.20% Capital Securities (the
"Preferred Securities") of Fleet Capital Trust VII, a subsidiary trust of the
Corporation (the "Trust"), at $25 per Preferred Security. Each Preferred
Security will pay cumulative cash distributions at an annual rate of 7.20% of
the liquidation amount of $25 per Preferred Security, payable quarterly
commencing December 15, 2001. The Preferred Securities are fully and
unconditionally guaranteed by the Corporation. In connection with the issuance
of the Preferred Securities, the Corporation issued $515,463,925 aggregate
principal amount of its 7.20% Junior Subordinated Deferrable Interest Debentures
due 2031 (the "Debentures") to the Trust. The Preferred Securities and the
Debentures were issued pursuant to the shelf registration statement on Form S-3
(Registration Statement No. 333-36444) of the Corporation, the Trust and certain
other subsidiary trusts of the Corporation.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
1 Purchase Agreement, dated September 17, 2001, among the
Corporation, the Trust, and Morgan Stanley & Co. Incorporated,
Fleet Securities, Inc., Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc.,
as representatives of the several Underwriters named therein.
4(a) 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 (incorporated by reference to Exhibit 2.2 to FleetBoston
Financial Corporation's Registration Statement on Form 8-A filed
on September 21, 2001).
4(b) 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).
3
-3-
4(c) 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).
4(d) Second 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 2.6 to FleetBoston
Financial Corporation's Registration Statement on Form 8-A filed
on September 21, 2001).
4(d) Form of Preferred Security (incorporated by reference to Exhibit
2.2 to FleetBoston Financial Corporation's Registration Statement
on Form 8-A filed on September 21, 2001).
4(e) Form of Junior Subordinated Debenture (incorporated by reference
to Exhibit 2.6 to FleetBoston Financial Corporation's Registration
Statement on Form 8-A filed on September 21, 2001).
4(f) Preferred Securities Guarantee Agreement, dated as of June 30,
2000, between the Corporation and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 2.9 to FleetBoston Financial
Corporation's Registration Statement on Form 8-A filed on
September 21, 2001).
4
-4-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Corporation has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLEETBOSTON FINANCIAL CORPORATION
Dated: September 26, 2001 By /s/ Gary A. Spiess
----------------------------------------
Gary A. Spiess
Senior Vice President and Senior Deputy
General Counsel, Assistant Secretary