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) November 14, 2001 FLEETBOSTON FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) RHODE ISLAND -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-6366 05-0341324 -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer 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 ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Materially Important Events. On November 14, 2001, Registrant agreed to issue and sell $1,000,000,000 of its 4-7/8% Senior Notes due 2006 (the "Notes") under Registration Statement No. 333-36444. The Notes were purchased on November 19, 2001 by Credit Suisse First Boston Corporation, Bear, Stearns & Co. Inc. and Fleet Securities, Inc., as Representatives of the several Underwriters named in Schedule II to the Underwriting Agreement dated November 14, 2001 relating thereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements Not applicable (b) Pro Forma Financial Statements Not applicable (c) Exhibits The following exhibits are filed as part of this report: (1) Underwriting Agreement relating to the Notes, dated November 14, 2001, between Registrant and Credit Suisse First Boston Corporation, Bear, Stearns & Co. Inc. and Fleet Securities, Inc., as Representatives of the several Underwriters named therein. (2) Specimen certificate of the Notes. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed in its behalf by the undersigned hereunto duly authorized. FLEETBOSTON FINANCIAL CORPORATION By /s/ GARY A. SPIESS ------------------------------------ Gary A. Spiess Senior Vice President and Senior Deputy General Counsel, Assistant Secretary Date: November 19, 2001