UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 27, 2003
FLEETBOSTON FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
RHODE ISLAND 1-6366 05-0341324
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
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(Address of principal executive offices) (zip code)
(617) 434-2200
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
FleetBoston Financial Corporation, a Rhode Island corporation
("FleetBoston"), and Bank of America Corporation, a Delaware corporation ("Bank
of America"), have entered into an Agreement and Plan of Merger, dated as of
October 27, 2003 (the "Merger Agreement"), a copy of which is attached as
Exhibit 99.1 hereto and is incorporated herein by reference. The description of
the Merger Agreement contained herein is qualified in its entirety by reference
to such Exhibit. The Merger Agreement provides for the merger of FleetBoston
with and into Bank of America (the "Merger"). The Merger will be treated as a
purchase by Bank of America under U.S. generally accepted accounting principles
and is intended to constitute a "reorganization" for U.S. federal income tax
purposes.
If the Merger is completed, each share of common stock, par value $0.01
per share, of FleetBoston ("FleetBoston Common Stock"), outstanding immediately
prior to the effective time of the Merger will be converted into 0.5553 of a
share (the "Exchange Ratio") of common stock, par value $0.01 per share, of Bank
of America ("Bank of America Common Stock"). In addition, all rights with
respect to FleetBoston Common Stock pursuant to stock options or other
stock-based awards outstanding at such effective time, whether or not then
exercisable, will be converted into and will become rights with respect to Bank
of America Common Stock on otherwise substantially similar terms, adjusted to
reflect the Exchange Ratio. The Merger Agreement also provides, among other
things, that: Charles K. Gifford, currently chairman and chief executive officer
of FleetBoston, will be the chairman of the board of directors of the merged
company; Kenneth D. Lewis, currently chairman and chief executive officer of
Bank of America, will be chief executive officer of the merged company; and the
board of directors of the merged company will include nineteen members, with
twelve from Bank of America and seven from FleetBoston.
Completion of the Merger, which is currently anticipated to occur in
the second quarter of 2004, is subject to a number of conditions, including
shareholder approval by both companies, receipt of all requisite governmental
approvals (including the approval of the Board of Governors of the Federal
Reserve System), and certain other customary conditions.
In connection with the Merger Agreement, each party has granted to the
other an irrevocable option (the "Options") to purchase, under certain
circumstances, up to 19.9% of its outstanding common shares at a price, subject
to certain adjustments, of $31.80 per share (in the case of the Option granted
by FleetBoston) and $81.86 per share (in the case of the Option granted by Bank
of America) (the "Stock Option Agreements"), copies of which are attached as
Exhibits 99.2 and 99.3 hereto and are incorporated herein by reference. The
description of the Stock Option Agreements contained herein is qualified in its
entirety to such Exhibits. Under certain circumstances, the granting party may
be required to repurchase the Option or the shares acquired pursuant to the
exercise of the Option; alternatively, the Option could be surrendered to the
granting party, together with any shares purchased under such Option, in
exchange for a cash payment of $1.8948 billion. The Stock Option Agreements
limit the grantee's Total Profit (as defined in the Stock Option Agreements) to
not more than $2.3685 billion.
A copy of the joint press release of October 27, 2003,
regarding the Merger is attached as Exhibit 99.4 hereto and is hereby
incorporated herein by reference.
A copy of the presentation to investors, dated October 27,
2003, regarding the Merger and given jointly by FleetBoston and Bank of America
Corporation, is attached as Exhibit 99.5 hereto and is hereby incorporated by
reference herein.
FORWARD-LOOKING STATEMENTS DISCLAIMER
This current report on Form 8-K, including the exhibits hereto, contain
forward looking statements, including statements about the financial conditions,
results of operations and earnings outlooks of Bank of America and FleetBoston.
The forward-looking statements involve certain risks and uncertainties. Factors
that may cause actual results or earnings to differ materially from such
forward-looking statements, in addition to factors discussed or described in
documents publicly filed by FleetBoston and Bank of America with the U.S.
Securities and Exchange Commission (the "SEC"), include among others the
following: (1) projected business increases following process changes and other
investments are lower than expected; (2) competitive pressure among financial
services companies increases significantly; (3) general economic conditions are
less favorable than expected; (4) political conditions and related actions by
the United States military abroad may adversely affect the company's businesses
and economic conditions as a whole; (5) changes in the interest rate environment
reduce interest margins and impact funding sources; (6) changes in foreign
exchange rates increases exposure; (7) changes in market rates and prices may
adversely impact the value of financial products and assets; (8) legislation or
regulatory environments, requirements or changes adversely affect the businesses
in which the company is engaged; (9) litigation liabilities, including costs,
expenses, settlements and judgments, may adversely affect the company or its
businesses; (10) completion of the merger is dependent on, among other things,
receipt of shareholder approvals, the timing of which cannot be predicted with
precision and which may not be received at all; (11) the merger may be more
expensive to complete than anticipated, including as a result of unexpected
factors or events; (12) the integration of FleetBoston's business and operations
with those of Bank of America, including systems conversions, may take longer
than anticipated or may be more costly than anticipated or have unanticipated
adverse results relating to FleetBoston's or Bank of America's existing
businesses; (13) the anticipated cost savings of the Merger may take longer to
be realized or may not be achieved in their entirety; and (14) decisions to
downsize, sell or close units or otherwise change the business mix of any of the
company. For further information regarding either company, please read the Bank
of America and FleetBoston reports filed with the SEC and available at
www.sec.gov.
Such forward-looking statements speak only as of the date on which such
statements were made or such earlier date as may be indicated in connection with
such statements, and FleetBoston undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which any such statement is made to reflect the occurrence of unanticipated
events.
ADDITIONAL INFORMATION ABOUT THE MERGER
Bank of America and FleetBoston will file a Joint Proxy
Statement/Prospectus and other documents regarding the Merger with the SEC. Bank
of America and FleetBoston will mail the Joint Proxy Statement/Prospectus to
their respective shareholders. These documents will contain
important information about the transaction, and Bank of America and FleetBoston
urge you to read these documents when they become available.
You may obtain copies of all documents filed with the SEC regarding
this transaction, free of charge, at the SEC's website (www.sec.gov). You may
also obtain these documents, free of charge, from Bank of America's website
(www.bankofamerica.com) under the tab "About Bank of America" and then under the
heading "Investor Relations" and then under the item "Complete SEC Filings."
You may also obtain these documents, free of charge, from FleetBoston's website
(www.fleet.com) under the tab "About Fleet" and then under the heading
"Investor Relations" and then under the item "SEC Filings".
PARTICIPANTS IN THE MERGER
Bank of America and FleetBoston and their respective directors and
executive officers may be deemed participants in the solicitation of proxies
from stockholders in connection with this transaction. Information about the
directors and executive officers of Bank of America and FleetBoston and
information about other persons who may be deemed participants in this
transaction will be included in the Joint Proxy Statement/Prospectus. You can
find information about Bank of America's executive officers and directors in
their definitive proxy statement filed with the SEC on March 27, 2003. You can
find information about FleetBoston's executive officers and directors in their
definitive proxy statement filed with the SEC on March 17, 2003. You can obtain
free copies of these documents from Bank of America and FleetBoston using the
contact information above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
- Not Applicable
(b) Pro forma financial information.
- Not Applicable
(c) Exhibits.
99.1 Agreement and Plan of Merger, dated as of October 27,
2003, by and between FleetBoston Financial
Corporation and Bank of America Corporation.
99.2 Stock Option Agreement, dated as of October 27, 2003,
by and between FleetBoston Financial Corporation
(issuer) and Bank of America Corporation (grantee).
99.3 Stock Option Agreement, dated as of October 27, 2003,
by and between FleetBoston Financial Corporation
(grantee) and Bank of America Corporation (issuer).
99.4 Joint press release, dated October 27, 2003, issued
by FleetBoston Financial Corporation and Bank of
America Corporation.
99.5 Investor Presentation Materials, dated October 27,
2003, regarding the Merger.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunder duly authorized.
FLEETBOSTON FINANCIAL CORPORATION
By: /s/ Gary Speiss
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Name: Gary Speiss
Title: Executive Vice President
and General Counsel
Date: October 27, 2003
EXHIBIT INDEX
99.1 Agreement and Plan of Merger, dated as of October 27, 2003, by
and between FleetBoston Financial Corporation and Bank of
America Corporation.
99.2 Stock Option Agreement, dated as of October 27, 2003, by and
between FleetBoston Financial Corporation (issuer) and Bank of
America Corporation (grantee).
99.3 Stock Option Agreement, dated as of October 27, 2003, by and
between FleetBoston Financial Corporation (grantee) and Bank
of America Corporation (issuer).
99.4 Joint press release, dated October 27, 2003, issued by
FleetBoston Financial Corporation and Bank of America
Corporation.
99.5 Investor Presentation Materials, dated October 27, 2003,
regarding the Merger.