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FORM 8-A/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
FLEETBOSTON FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
RHODE ISLAND 05-0341324
(State of incorporation or organization) (I.R.S Employer
Identification No.)
100 FEDERAL STREET 02110
BOSTON, MASSACHUSETTS
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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None None
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
(If applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
PREFERRED STOCK PURCHASE RIGHTS
(TITLE OF EACH CLASS)
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The undersigned registrant hereby amends its registration statement on
Form 8-A filed with the Securities and Exchange Commission on November 7, 2000,
as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 to the Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on November 7, 2000 by the undersigned
registrant is hereby amended by adding to the last paragraph of such Item the
following:
AMENDMENT
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FleetBoston Financial Corporation, a Rhode Island corporation
("FleetBoston"), and Bank of America Corporation, a Delaware corporation ("Bank
of America"), entered into an Agreement and Plan of Merger, dated as of October
27, 2003 (the "Merger Agreement"). The Merger Agreement provides for the merger
of FleetBoston with and into Bank of America (the "Merger"). In connection with
the Merger Agreement, each party entered into an additional agreement, dated as
of October 27, 2003, with the other (each, a "Stock Option Agreement") pursuant
to which it granted to the other an irrevocable option to purchase, under
certain circumstances, up to 19.9% of its outstanding common shares (together
with the Merger Agreement, the Merger and the other transactions contemplated
thereby, the "Transaction").
In connection with the Transaction, the FleetBoston has
entered into Amendment No. 1 to its Rights Agreement (the "Rights Agreement
Amendment"), dated as of August 16, 2002, between FleetBoston and EquiServe, LP,
as Rights Agent. The Rights Agreement Amendment is attached as Exhibit 4.1.1
hereto.
ITEM 2. EXHIBITS.
4.1.1 Amendment No. 1 to Rights Agreement, dated as of October 26, 2003, the
Rights Agreement, dated as of August 16, 2000, between FleetBoston
Financial Corporation, a Rhode Island corporation, and EquiServe, LP.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
FLEETBOSTON FINANCIAL CORPORATION
Dated: November 3, 2003 By: /s/ Gary A. Spiess
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Name: Gary A. Spiess
Title: Executive Vice President and
General Counsel
EXHIBIT INDEX
4.1.1 Amendment No. 1 to Rights Agreement, dated October 26, 2003, the Rights
Agreement, dated as of August 16, 2000, between FleetBoston Financial
Corporation, a Rhode Island corporation, and EquiServe, LP.