AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 2002
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FLEETBOSTON FINANCIAL CORPORATION RHODE ISLAND 05-0341324
(EXACT NAME OF REGISTRANT AS (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) OF INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
------------------------
100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
(617) 434-2200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
PRINCIPAL EXECUTIVE OFFICES)
------------------------
GARY A. SPIESS, ESQ. JANICE B. LIVA, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND DEPUTY GENERAL COUNSEL AND ASSISTANT SECRETARY
SECRETARY FLEETBOSTON FINANCIAL CORPORATION
FLEETBOSTON FINANCIAL CORPORATION 100 FEDERAL STREET
100 FEDERAL STREET BOSTON, MASSACHUSETTS 02110
BOSTON, MASSACHUSETTS 02110 (617) 434-8630
(617) 434-2870
(NAMES, ADDRESSES, INCLUDING ZIP CODE, AND TELEPHONE NUMBERS, INCLUDING AREA
CODE, OF AGENTS FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class Amount to be offering price aggregate offering Amount of
of securities to be registered registered(1) per unit(2) price(2) registration fee(2)
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share..... 6,500,000 $19.97 $129,805,000 $11,943
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
(1) This registration statement registers shares to be offered and sold under
the Company's Dividend Reinvestment and Stock Purchase Plan. This
registration statement also registers such additional shares as may be
required to be issued under the Plan in the event of a stock dividend,
stock split, reclassification or other similar event. Such Common Stock
includes preferred share purchase rights.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 based on $19.97,
the average of the reported high and low sales prices of the Common Stock
of the Company on the New York Stock Exchange on October 14, 2002.
------------------------
PURSUANT TO RULE 429 OF THE RULES AND REGULATIONS OF THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE PROSPECTUS
CONTAINED HEREIN ALSO RELATES TO 1,927,328 SHARES OF COMMON STOCK PREVIOUSLY
REGISTERED UNDER REGISTRATION STATEMENT NO. 33-36707 AND THIS CONSTITUTES A
POST-EFFECTIVE AMENDMENT TO SUCH REGISTRATION STATEMENT.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROSPECTUS
------------
[FLEETBOSTON FINANCIAL LOGO]
------------------------
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
------------------------
The Dividend Reinvestment and Stock Purchase Plan described herein (the
"Plan") provides the holders of Common Stock, par value $.01 per share,
including the associated preferred share purchase rights ("Common Stock"), of
FleetBoston Financial Corporation (the "Company") a simple and convenient
method, without brokerage commission or service charge, of investing cash
dividends and optional cash payments in additional shares of Common Stock. The
price of Common Stock purchased both with reinvested Common Stock dividends and
with voluntary cash contributions is 100% of the market price. The Plan provides
for a minimum optional cash contribution of $10 per remittance and a maximum of
$10,000 per quarter. The maximum and minimum contribution amounts are subject to
change at any time at the Company's sole discretion.
Shares of Common Stock will be purchased from the Company or in the open
market. Except as otherwise provided in this Prospectus, the market price for
shares of Common Stock purchased from the Company will be the weighted average
of the daily high and low sales price(s) for the Common Stock as reported on the
New York Stock Exchange--Composite Tape for the fifteen trading days on the New
York Stock Exchange immediately preceding the Investment Date. The market price
for shares purchased in the open market will be deemed to be the average price
of all shares purchased for the Plan with the proceeds of the dividends and
optional cash payments then being invested. EquiServe Trust Company, N.A. (the
"Agent") acts as agent for stockholders under the Plan.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is October 17, 2002
FLEETBOSTON FINANCIAL CORPORATION
The Company, a Rhode Island corporation, is the issuer of the Common Stock
offered under this Prospectus. The principal executive office of the Company is
located at 100 Federal Street, Boston, Massachusetts 02110; telephone number
(617) 434-2200.
DESCRIPTION OF
THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following is a question and answer description of the provisions of the
Dividend Reinvestment and Stock Purchase Plan (the "Plan") offered to holders of
Common Stock of the Company.
PURPOSE
1. What is the purpose of the Plan?
The primary purpose of the Plan is to provide (a) holders of shares of
Common Stock with a simple and convenient method of investing cash dividends and
optional cash payments in shares of Common Stock without payment of any
brokerage commission or service charge, and (b) the Company with additional
funds for general corporate purposes when the Company elects to sell shares of
Common Stock to participants in the Plan. Those holders of the Company's Common
Stock who do not wish to participate in the Plan will continue to receive
dividends, when, as and if declared, by check or by such other method as the
Company may determine.
The Plan was approved by the Company's Board of Directors in May 1972 and
has been amended from time to time since that approval. The terms of the Plan,
including the maximum and minimum optional cash payment amounts, are subject to
change at any time in the Company's sole discretion. A participant may obtain
information concerning the Plan, including information regarding the
establishment, if any, of a Threshold Price (as defined in Question 14), maximum
and minimum optional cash payment amounts, Investment Dates (as defined in
Question 10) and optional cash payment due dates, by telephoning the Company at
any time at 1-800-944-0786 (or such other telephone number as the Company may
designate from time to time).
ADVANTAGES TO PARTICIPANTS
2. What are the advantages of the Plan to participants?
Plan participants may elect by appropriate indication on an Authorization
Form (i) to have regular quarterly cash dividends on shares of Common Stock held
by them as of dividend record dates automatically reinvested, or (ii) provided a
participant has elected to have cash dividends reinvested, to invest optional
cash payments on a monthly basis of not less than $10 per remittance nor more
than $10,000 per quarter. The price of Common Stock purchased both with
reinvested Common Stock dividends and with voluntary cash contributions will be
100% of the market price. The maximum and minimum optional cash payment amounts
under the Plan are subject to change at any time at the Company's sole
discretion. The Company will use all reasonable efforts to notify participants
of changes to, or termination of, the Plan.
The Plan permits full investment by participants of their Common Stock
dividends and optional cash payments, since participants are not required to pay
any commission or service charge in connection with purchases of Common Stock
under the Plan. The Plan also permits fractions of shares, as well as full
shares, to be credited to participants' accounts. Additionally, dividends in
respect of those fractional shares, as well as full shares, are credited to
participants' accounts and reinvested in additional shares or fractions of
shares. Quarterly statements of each account provide participants with a record
of each transaction.
2
ADMINISTRATION
3. Who administers the Plan for participants?
EquiServe Trust Company, N.A. (the "Agent"), or such other bank or trust
company as the Company may from time to time designate as agent for the
participating stockholders, administers the Plan for participants, keeping
records, sending statements of account to participants and performing other
duties relating to the Plan. Shares of Common Stock purchased under the Plan are
registered in the name of the Agent or one of its nominees as agent for
participants in the Plan.
In the event the Company advises the Agent, prior to an Investment Date,
that it does not wish to sell shares of Common Stock to the Plan, the Agent will
make purchases on the open market or in negotiated transactions on terms as to
price, delivery and otherwise as it shall determine.
PARTICIPATION
4. Who is eligible to participate in the Plan?
A holder of Common Stock ("Eligible Stockholder") may participate in the
Plan if he or she qualifies as either one of the following: (a) a stockholder
whose shares of Common Stock are registered on the stock transfer books of the
Company in his or her name (a "Registered Owner") or (b) a stockholder who has
beneficial ownership of shares of Common Stock that are registered in a name
other than his or her own, such as in the name of a broker, a bank nominee or
trustee (a "Beneficial Owner"). While a Registered Owner may participate in the
Plan directly, a Beneficial Owner must either become a Registered Owner, by
having the shares transferred into his or her own name, or must make
arrangements with his or her broker, bank nominee or trustee to participate in
the Plan on his or her behalf.
If you are not a United States resident, you may participate in the Plan,
provided there are not any laws or governmental regulations that may limit or
prohibit you from participation in the Plan. The Company reserves the right to
terminate participation of any stockholder if it is deemed advisable under any
foreign laws or regulations.
Your right to participate in the Plan is not transferable apart from a
transfer of your underlying Common Stock to another person.
5. How does an Eligible Stockholder participate?
A Registered Owner may join the Plan by completing and signing an
Authorization Form and returning it to the Agent. Once enrolled in the Plan,
participants will continue to be enrolled without further action on their part.
Participants may change their investment options at any time by completing,
signing and returning a new Authorization Form to the Agent. If a participant's
shares are registered in more than one name (i.e., joint tenants, trustees,
etc.), all Registered Owners must sign the Authorization Form exactly as their
names appear on the account registration.
Beneficial Owners who wish to participate in the Plan must make
arrangements with their broker, bank nominee or trustee. In those cases,
participation through a broker, nominee or a trustee may be on terms and
conditions which differ from the terms and conditions set forth in the Plan. The
terms and conditions set by that broker, nominee or a trustee will govern. The
Agent will not have any record of your transactions or account. The agreements
with brokers and other financial institutions with respect to participation of
custody accounts may be terminated at any time.
Current participants in the Plan who own shares of Common Stock and who
wish to continue the reinvestment of the cash dividends on that Common Stock or
who wish to make optional cash purchases do not need to complete and return a
new Authorization Form.
Authorization Forms and additional copies of this Prospectus may be
obtained by written request to EquiServe Trust Company, N.A., P.O. Box 43081,
Providence, Rhode Island 02940-3081.
3
6. When may an Eligible Stockholder join the Plan?
An Eligible Stockholder may join the Plan at any time.
Reinvestment of dividends commences, for any stockholder electing that
option, with the first dividend paid after the stockholder joins the Plan,
provided that the Agent receives an Authorization Form for that stockholder on
or before the record date for that dividend. If any stockholder delivers an
Authorization Form specifying reinvestment of dividends paid on that holder's
shares of Common Stock to the Agent after the record date established for
payment of a particular dividend on the Common Stock, reinvestment will commence
with the dividend payment date following the next record date. Dividends
declared on the Common Stock generally have been paid on the first day of
January, April, July and October, and the record date for each such dividend
generally has been the 3rd day of the month prior to the payment date.
See Question 13 below for information concerning the investment of optional
cash purchases.
7. What does the Authorization Form provide as to dividends and optional cash
payments?
The Authorization Form directs the Company to pay to the Agent for the
account of the participating stockholder of record all dividends on the shares
registered in the stockholder's name as well as on the shares credited to the
stockholder's account under the Plan. It also appoints the Agent as agent for
the stockholder and directs the agent to apply dividends, and any optional cash
payments the stockholder may make, to the purchase of shares of Common Stock in
accordance with the terms and conditions of the Plan.
COSTS
8. Are there any expenses to participants in connection with purchases of shares
under the Plan?
There are no brokerage fees incurred by participants or by the Company with
respect to the purchase of shares from the Company. The Company pays all
brokerage fees and other charges incurred in connection with shares purchased in
the open market, as well as all other administrative costs of the Plan.
PURCHASES
9. How many shares does a participant purchase?
The number of shares purchased depends on the amount of the participant's
dividend, optional cash payments made by the participant, if any, and the
applicable purchase price of the Common Stock. Each participant's account is
credited with the number of shares, including fractions computed to three
decimal places, equal to the total amount invested by him or her divided by the
applicable purchase price.
10. At what price and when will Common Stock be purchased under the Plan?
(a) Shares Purchased from the Company. Except as described in Question 14,
for shares purchased from the Company, the market price is the average of the
daily high and low sales price(s) for the Common Stock as reported on the New
York Stock Exchange--Composite Tape during the last 15 trading days of the month
(the "Pricing Period"). If the Common Stock is not traded on the New York Stock
Exchange or other markets included in the composite transactions on any of the
trading days in the Pricing Period, the price for any nontraded day will be
based on reported prices for the most recent preceding day on which the Common
Stock was traded. Purchases for the account of holders of Common Stock will be
made on or promptly following the first business day of the month occurring
after the last day of the Pricing Period (the "Investment Date"). For purposes
of the Plan, a "business day" means a day other than a Saturday, a Sunday or a
day which shall be in the City of New York, New York, or in the City of
Providence, Rhode Island, a day on which banking institutions are authorized or
obligated by law or executive order to close. Optional cash payments will be
invested monthly as described in Question 13 below, and dividends will be
invested on the first Investment Date occurring on or after the dividend payment
date. Each participant's account will be credited with shares purchased under
the Plan on the Investment Date on which those shares are purchased.
4
Neither the Agent nor the Company will pay interest on funds held by the Agent
pending investment of dividends or optional cash payments.
(b) Shares Acquired in the Market. If the Company does not elect to sell
shares of Common Stock to the Plan on an Investment Date, the Agent will
purchase shares of Common Stock, as promptly as practicable on or after the
Investment Date, on any securities exchange where those shares are traded, in
the over-the-counter market or in negotiated transactions, on such terms as the
Agent may determine. If the Agent purchases shares in the market, the market
price is deemed to be the weighted average price of all shares purchased by the
Agent for participants in the Plan, with the proceeds of the cash dividend
and/or optional cash payments that are being invested as of that Investment
Date.
OPTIONAL CASH PAYMENTS
11. Who is eligible to make optional cash payments?
Only Eligible Stockholders who have elected to participate in the Plan by
reinvesting cash dividends on their Common Stock held may make, or authorize the
making of, an optional cash payment for the purchase of shares of the Company's
Common Stock.
12. How are optional cash payments made?
All Registered Owners of the Company's Common Stock, except for brokers,
banks and other nominees (who may participate in the manner discussed below),
who have submitted a signed Authorization Form may make optional cash payments
at any time. A broker, bank nominee or trustee, as holder on behalf of a
Beneficial Owner, may also utilize the Authorization Form for optional cash
payments, unless it holds the shares in a street name.
An Eligible Stockholder may make an optional cash payment when enrolling in
the Plan by enclosing a check or money order with the Authorization Form. Checks
or money orders should be made payable to "EquiServe Trust Company, N.A." and
returned along with the Authorization Form in the envelope provided. Once
enrolled in the Plan, a participant may continue to make optional cash purchases
at any time by forwarding his or her payment to the Agent, accompanied by the
tear-off portion, properly completed and signed, of a statement of account
previously sent to the participant, as described in Question 15.
In the event a broker, bank nominee or trustee holds shares of a Beneficial
Owner in street name, the Beneficial Owner must make arrangements to send
optional cash purchases to that broker, nominee or trustee.
13. When will optional cash payments received by the Agent be invested?
The Agent will apply any optional cash payment received on or before the
business day immediately preceding a Pricing Period to the purchase of shares of
Common Stock for the account of a participant. Any optional cash payment
received on or after the first day of a Pricing Period will be applied to the
purchase of shares of Common Stock on the Investment Date following the next
Pricing Period. The Agent will not apply an optional cash payment made by check
or other draft to the purchase of shares of Common Stock on an Investment Date
unless the check or draft has cleared prior to the Investment Date. Under no
circumstances will the Company or the Agent pay interest on optional cash
payments. THEREFORE, ALTHOUGH PARTICIPANTS MAY MAKE OPTIONAL CASH PAYMENTS AT
ANY TIME, PARTICIPANTS ARE STRONGLY URGED TO TRANSMIT THEIR OPTIONAL CASH
PAYMENTS SO THAT THE AGENT RECEIVES THE PAYMENTS NO LATER THAN THE BUSINESS DAY
IMMEDIATELY PRECEDING THE APPLICABLE PRICING PERIOD.
14. What are the limits on optional cash payments?
Optional cash payments by a participant must be at least $10, but cannot
exceed $10,000 per quarter. Participants need not send the same amount of money
each quarter, and participants have no obligation to make an optional cash
payment each quarter.
5
Optional cash payments of less than $10, and any optional cash payment
which exceeds the allowable quarterly maximum amount, will be returned to the
participant without interest. The maximum and minimum limitations on the amounts
of optional cash payments described above are subject to change at any time at
the Company's sole discretion.
For purposes of these limitations, the Company will use its sole discretion
in determining whether all optional cash payments for holders with more than one
account using the same social security number or taxpayer identification number
should be aggregated. The Company reserves the right to decide that future
participation in the Plan is dependent upon past compliance with these optional
cash payment terms.
For purposes of these limitations, all Plan accounts which the Company
believes to be under common control or management or to have common ultimate
beneficial ownership will be aggregated. If the Company determines that those
accounts should be aggregated, the Company will have the right to return within
30 days of receipt any optional cash payments in excess of $10,000 received in
respect of those accounts for any quarter, unless the Company determines that
investments of optional cash payments for those accounts would be consistent
with the purposes of the Plan.
The Company may establish other or additional requirements that apply to
participation in the Plan by brokers, banks and others acting in a
representative capacity on behalf of holders of shares of Common Stock.
Notwithstanding anything contained in this Prospectus to the contrary, the
Company may establish for any Pricing Period a minimum price for the investment
of optional cash payments (the "Threshold Price"). The Company, in its sole
discretion after a review of current market conditions and other factors, will
determine at least five business days prior to each Pricing Period whether to
establish a Threshold Price and, if a Threshold Price is established, its
amount. A participant may obtain information as to whether the Company has
established a Threshold Price for any Pricing Period and, if so, as to its
amount by telephoning the Company at any time at 1-800-944-0786 (or such other
telephone number as the Company may designate from time to time), as set forth
on a participant's statement of account. See Question 15.
The Threshold Price, if established for any Pricing Period, will be a
stated dollar amount that the average of the high and low sale prices of the
Company's Common Stock on the New York Stock Exchange-Composite Tape for a
trading day of the Pricing Period (a "Daily Market Price") must equal or exceed.
If a Daily Market Price is less than the Threshold Price, the Daily Market Price
will be excluded from the Pricing Period for purposes of determining the market
price applicable to the investment of optional cash payments (but not to the
reinvestment of dividends), except as set forth below.
If the Threshold Price is equal to or greater than each Daily Market Price
during a Pricing Period for a particular Investment Date, prior to 5:00 p.m. on
the last business day prior to the Investment Date, the Company will have the
right to determine, in its sole discretion, whether the optional cash payments
in excess of $500 in the aggregate per participant or Beneficial Owner will be
invested at the market price on the Investment Date. If the Company determines
that those payments are not to be so invested, the Company will return those
payments to the participants as promptly as practicable following the Investment
Date, without interest.
A participant may call the Company at the telephone number listed above to
ascertain the market price and if optional cash payments in excess of $500 are
to be invested on the Investment Date. The foregoing Threshold Price concept and
return procedure apply only to shares of Common Stock purchased from the Company
and optional cash payments in excess of $500 in the aggregate per participant or
Beneficial Owner.
REPORTS TO PARTICIPANTS
15. What kind of reports are sent to participants in the Plan?
Each participant in the Plan receives a statement of account as promptly as
practicable after each purchase for the participant's account. These statements
are a participant's continuing record of the dates and cost of purchases and
should be retained for income tax purposes. In addition, each participant, as a
stockholder, receives periodic communications made available to stockholders
generally.
6
DIVIDENDS
16. How are dividends paid on shares held in the Plan?
As the record holder of the Common Stock in the Plan, the Agent, as agent
for the participants, receives dividends for all shares of Common Stock held in
the Plan on the applicable record date, regardless of whether those shares were
purchased directly or with reinvested dividends. It credits those dividends to
participants on the basis of full and fractional shares held in their accounts.
All dividends will be reinvested in Common Stock at 100% of the market price.
CERTIFICATES FOR SHARES
17. Are stock certificates issued for shares of Common Stock purchased under the
Plan?
Certificates for Common Stock purchased under the Plan are not generally
issued to participants. The number of shares credited to an account under the
Plan is shown on the participant's statement of account. Except as indicated
below, a participant may receive certificates for full shares accumulated in his
or her account under the Plan at any time by sending a written, telephonic or
Internet request to the Agent. When certificates are issued to the participant,
future dividends on those shares are treated in accordance with the
participant's instructions as indicated on the Authorization Form. If
certificates for less than all of the shares in a participant's account are
issued, any remaining full shares and fractional shares are reflected in the
participant's account and the participant remains enrolled in the Plan until the
participant terminates his or her participation. Any participant whose account
in the Plan is reduced to zero as a result of the withdrawal or sale of shares
and who is not reinvesting dividends from any shares owned by him or her is
deemed to have withdrawn from the Plan.
You may obtain a certificate for any number of whole shares held by the
Agent. Certificates are normally issued to stockholders within 2 business days
after receipt of the request. Requests can be made in writing, by telephone or
through the Internet. An instruction to issue a certificate for all shares held
in your account will result in the issuance of a certificate for full shares and
a check for any fractional share at the then current price, less service and
processing fees which include brokerage commissions.
A participant's rights under the Plan and shares credited to the
participant's account under the Plan may not be pledged. A participant who
wishes to pledge those shares must request that certificates for those shares be
issued in his or her name.
Certificates for fractional shares are not issued under any circumstance.
18. In whose name are accounts maintained and certificates registered when
issued?
Accounts in the Plan are maintained in the names in which the certificates
of participants were registered at the time they entered the Plan. Consequently,
certificates for whole shares are similarly registered when issued.
WITHDRAWAL FROM THE PLAN AND SALE OF PLAN SHARES
19. When and how may a participant withdraw from the Plan and/or sell shares
held in the Plan?
(a) Withdrawal. A participant may withdraw from the Plan by giving notice
to the Agent in writing or by telephone or via the Internet, that he or she
wishes to withdraw. When a participant withdraws from the Plan (or upon
termination of the Plan by the Company) certificates for whole shares in his or
her account under the Plan are issued and a cash payment is made for any
fraction of a share in the account at the then current price, less service and
processing fees which include brokerage commissions.
If the Agent receives the request to withdraw on or before the record date
for a dividend, the withdrawal is processed and the dividend is not reinvested
on the next dividend payment date. If your request to withdraw is received by
the Agent after the record date preceding a dividend payment date, your request
to withdraw
7
may not become effective until that dividend has been reinvested and the shares
purchased have credited to your account under the Plan. The Agent in its sole
discretion may either pay that dividend in cash to you or reinvest it in shares
on your behalf. If the dividend is reinvested, the Agent may sell the shares
purchased and remit the sales proceeds to you, less service and processing fees
which include brokerage commissions.
(b) Sale of Shares. A participant may sell some or all of his or her
shares held in the Plan on the market through his or her broker. No shares may
be sold by the Agent for any participant. In order to sell shares through a
broker, the participant first must request that the Agent send the participant a
certificate or certificates representing the requested number of shares in the
Plan credited to the participant's account. See Question 17 above for
information concerning the issuance of stock certificates for shares of Common
Stock purchased under the Plan. THE PARTICIPANT WILL BEAR THE RISK OF ANY
DECREASE IN THE PRICE OF THE COMMON STOCK BETWEEN THE SUBMISSION OF A WRITTEN
REQUEST FOR STOCK CERTIFICATES TO THE AGENT AND THE ISSUANCE OF THOSE
CERTIFICATES.
20. May a participant terminate the reinvestment of dividends on shares held in
his or her name and still remain in the Plan?
Yes. A participant who terminates the reinvestment of dividends paid on
shares registered in his or her name may leave in the Plan the shares previously
purchased for his or her account in the Plan. Dividends paid on the shares left
in the Plan continue to be reinvested automatically for his or her account.
OTHER INFORMATION
21. What happens when a participant sells or transfers all of the shares
registered in his or her name?
If a participant disposes of all the shares of Common Stock registered in
his or her name, the Agent, until it is otherwise notified, continues to
reinvest the dividends on the shares of Common Stock in the participant's
account in the Plan.
22. If the Company issues rights to purchase securities to the holders of Common
Stock, how will the rights on Plan shares be handled?
If the Company makes available to the holders of its Common Stock rights to
purchase additional shares of Common Stock or any other securities, the Agent
will sell those rights (if those rights are saleable and detachable from the
Common Stock) accruing to shares of Common Stock held by the Agent for
participants and invest the proceeds in additional shares of Common Stock on the
next dividend payment date for the Common Stock. If those rights are not
saleable and detachable, the Plan will hold those rights for the benefit of
participants. A participant who wishes to receive directly any such rights may
do so by sending to the Agent, at least two weeks prior to the rights offering
record date, a written, telephonic or Internet request that certificates for
shares in his or her account be sent to him or her.
Each share of Common Stock is issued with a preferred share purchase right
(a "Right"). The Rights are not represented by separate certificates and are not
exercisable or transferable apart from the Common Stock until certain events
occur. The Rights are described in the Company's Registration Statement on Form
8-A dated November 7, 2000, which is incorporated by reference in this
Prospectus.
23. What happens if the Company issues a stock dividend or declares a stock
split?
Any shares representing stock dividends (payable in Common Stock) or stock
splits distributed by the Company on shares of Common Stock credited to the
account of a participant under the Plan will be added to the participant's
account. Shares representing stock dividends payable other than in Common Stock
or stock splits distributed by the Company on shares of Common Stock credited to
the account of a participant under the Plan shall be paid to the Agent, which
will distribute the shares in accordance with the interests in the Plan. Shares
representing stock dividends or split shares distributed on shares registered in
the name of a participant will be mailed directly to the participant in the same
manner as to stockholders who are not participating in the Plan.
8
24. How are a participant's shares held under the Plan to be voted at meetings
of stockholders?
Full shares of Common Stock credited to the account of a participant under
the Plan are voted by the Agent as record holder in accordance with instructions
of the participant given to the Agent on an instruction form or proxy furnished
to the participant. If the participant desires to vote in person at a meeting,
the participant may obtain a proxy to vote the number of full shares credited to
his or her account under the Plan upon written request received by the Agent at
least 15 days before the meeting.
25. What are the Federal income tax consequences of participation in the Plan?
In the case of reinvested dividends, the participant must include in gross
income a dividend equal to the fair market value of the shares purchased,
determined using the average market price per share, as described in Question
10, applicable to the Pricing Period for which the shares are purchased. The
participant's basis in those shares will also equal the fair market value of the
shares.
In the case of shares purchased with optional cash payments, the
participant's basis in the shares acquired will be the amount of the optional
cash payment.
A participant's holding period for shares acquired pursuant to the Plan
with reinvested dividends or optional cash payments will begin on the day
following the Investment Date.
The foregoing discussion regarding dividend income is based on the
assumption that shares are purchased directly from the Company. If the shares
are purchased in the open market, the tax consequences outlined above will
generally be the same. However, the market price will be deemed to be the
weighted average price of all shares purchased in the open market for
participants in the Plan. In addition, the payment of brokerage commissions by
the Company in connection with open market purchases will be treated as
additional dividend income to participants in the Plan.
A participant will not realize any taxable income when he or she receives a
certificate for whole shares credited to his or her account, either upon his or
her request for certain of those shares or upon withdrawal from, or termination
of, the Plan.
A participant will realize gain or loss when shares are sold or exchanged
after withdrawal from, or termination of, the Plan and, in the case of a
fractional share, when the participant receives a cash payment for a fraction of
a share credited to his or her account. The amount of that gain or loss will be
the difference between the amount which the participant receives for the shares
or fraction of a share and the tax basis of those shares.
If the Internal Revenue Service informs the Company that the participant
has filed an incorrect social security number or that the participant is subject
to backup withholding, the Company must withhold 30% (subject to periodic
reductions through 2006) of all dividends. With regard to accounts established
after December 31, 1983, the Company is also required to impose the 30% (subject
to periodic reductions through 2006) backup withholding if the participant fails
to provide his or her correct social security number under penalties of perjury.
Pursuant to applicable regulations, these backup withholding rules apply to
dividends reinvested under the Plan.
All participants are urged to consult their own tax advisors to determine
the particular tax consequences which may result from their participation in the
Plan and the subsequent disposal by them of shares purchased pursuant to the
Plan. The income tax consequences for participants who do not reside in the
United States will vary from jurisdiction to jurisdiction. If you are not a
United States resident, you may participate in the Plan, provided there are not
any laws or governmental regulations that may limit or prohibit you from
participation in the Plan. The Company reserves the right to terminate
participation of any stockholder if it is deemed advisable under any foreign
laws or regulations.
26. What is the responsibility of the Company and the Agent under the Plan?
The Company and the Agent, in administering the Plan, are not liable for
any act done in good faith or as required by applicable securities laws or for
their good faith omission to act, including, without limitation, any claim of
liability arising out of failure to terminate a participant's account upon the
participant's death prior to receipt of notice in writing of his or her death.
The Company and the Agent are not liable with respect to the
9
prices at which shares are purchased for the participant's account and the time
when such purchases are made, with respect to any loss or fluctuation in the
market value after purchase of shares, or any loss resulting from price
fluctuation when items are in process or are delayed.
27. May the Plan be changed or discontinued?
The Plan may be amended, suspended, modified or terminated at any time
without the consent of the participants. In such a case, the Company will use
all reasonable efforts to notify participants of the amendment, suspension,
modification or termination. The Company will determine all questions of
interpretation arising with respect to the Plan, and its determination will be
final and binding upon all participants. The Company reserves the right to
terminate the participation of any participant at any time for the reasons set
forth in this Prospectus or for any other reason.
28. Who bears the risk of market price fluctuations in the Common Stock?
A participant's investment in shares acquired under the Plan is no
different from investment in directly-held shares in this regard. The
participant bears the risk of loss and realizes the benefits of any gain from
market price changes with respect to all such shares held by him or her in the
Plan or otherwise. A participant should note that the timing of distributions
and processing of those distributions may affect the availability of the shares
to the participant for resale.
RESALE RESTRICTIONS
29. Are employees restricted in any way from reselling common stock acquired
under the Plan?
Some employees are restricted in reselling the Common Stock. Employees who
are "affiliates" of the Company, as that term is defined in Rule 405 under the
Securities Act of 1933 (the "Securities Act"), may not publicly reoffer shares
acquired under the Plan except pursuant to Rule 144 under the Securities Act or
another applicable exemption from registration or pursuant to an effective
Registration Statement. Rule 405 defines an "affiliate" as a person who
directly, or indirectly through one or more intermediaries, controls, is
controlled by or under common control with the Company. Directors and certain
officers of the Company may be "affiliates" of the Company under this
definition. The Company has no present intention of filing a Registration
Statement that would permit the Company "affiliates" to reoffer Common Stock
acquired under the Plan.
Employees who are not "affiliates" of the Company are free to sell at any
time the Common Stock acquired under the Plan, subject to the Company's policy
on personal transactions in FleetBoston securities.
Directors and certain executive officers of the Company participating in
the Plan are subject to the reporting obligations of Section 16(a) and the
short-swing profit recovery provisions of Section 16(b) of the Securities
Exchange Act of 1934 (the "Exchange Act"), with respect to purchases of the
Common Stock made under the Plan with optional cash payments. Directors and
officers are not subject to the reporting obligations of Section 16(a) or the
short-swing profit recovery provisions of Section 16(b) of the Exchange Act with
respect to purchases of the Common Stock made under the Plan with reinvested
dividends.
USE OF PROCEEDS
The Company intends to use proceeds from the sale of its Common Stock for
general corporate purposes, including investments in, or extensions of credit
to, its subsidiaries.
10
WHERE YOU CAN FIND MORE INFORMATION
The Company files reports, proxy statements and other information with the
SEC under the Exchange Act. Participants may read and copy this information at
the following locations of the SEC:
Public Reference Room Northeast Regional
450 Fifth Street, N.W. Office
Room 1024 233 Broadway
Washington, D.C. 20549 New York, New York 10279
Participants may also read or copy any of this information at the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. Participants may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like the Company,
who file electronically with the SEC. The address of that site is
http://www.sec.gov.
Participants can also inspect reports, proxy statements and other
information about the Company at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York, 10005, and the Boston Stock Exchange, 100
Franklin Street, Boston, Massachusetts 02110.
The SEC allows the Company to "incorporate by reference" information into
this Prospectus. This means that the Company can disclose important information
to participants by referring to another document filed separately with the SEC.
The information incorporated by reference is considered to be a part of this
Prospectus, except for any information that is superseded by information that is
included directly in this document. This Prospectus incorporates by reference
the documents listed below that the Company has previously filed with the SEC.
They contain important information about the Company and its financial
condition.
The following documents filed by the Company with the SEC are incorporated
in this prospectus by reference:
1. Annual Report on Form 10-K for the year ended December 31, 2001.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
2002 and June 30, 2002.
3. Current Reports on Form 8-K filed January 29, 2002, March 12, 2002,
April 16, 2002, July 2, 2002, July 15, 2002, August 14, 2002 and October
16, 2002.
4. The description of the Common Stock contained in a Registration
Statement filed by Industrial National Corporation (predecessor to the
Company) on Form 8-B dated May 29, 1970, and any amendment or report filed
for the purpose of updating that description.
5. The description of the Preferred Share Purchase Rights contained in
the Company's Registration Statement on Form 8-A dated November 7, 2000,
and any amendment or report filed for the purpose of updating that
description.
All documents filed with the SEC by the Company pursuant to Sections 13, 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock are incorporated herein
by reference and deemed to be a part of this Prospectus from the date they are
filed. Any statement contained in this Prospectus or in a document incorporated
or deemed to be incorporated by reference in this Prospectus will be deemed to
be modified or superseded to the extent that a statement in any other
subsequently filed document modifies or supersedes that statement.
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE,
UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
REFERENCE IN THIS PROSPECTUS (OTHER THAN THE EXHIBITS TO THOSE DOCUMENTS).
WRITTEN REQUESTS SHOULD BE MAILED TO INVESTOR RELATIONS DEPARTMENT, FLEETBOSTON
FINANCIAL CORPORATION, 100 FEDERAL STREET, P.O. BOX 2016, MA DE 10032F, BOSTON,
MASSACHUSETTS 02106-2106. TELEPHONE REQUESTS MAY BE DIRECTED TO (617) 434-7858.
11
LEGAL OPINION
The validity of the shares of Common Stock offered by this Prospectus was
passed upon for the Company by Edwards & Angell, LLP, 101 Federal Street,
Boston, Massachusetts 02110-1800.
EXPERTS
The Company's consolidated financial statements incorporated in this
prospectus by reference to FleetBoston Financial Corporation's Annual Report on
Form 10-K for the year ended December 31, 2001, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.
INDEMNIFICATION
The Company's By-Laws provide for indemnification to the extent permitted
by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law. That section
requires the Company to indemnify directors, officers, employees or agents
against judgments, fines, reasonable costs, expenses and counsel fees paid or
incurred in connection with any proceeding to which the director, officer,
employee or agent or his or her legal representative may be a party (or for
testifying when not a party) by reason of his or her being a director, officer,
employee or agent, provided that the director, officer, employee or agent has
acted in good faith and has reasonably believed (a) if he or she was acting in
his or her official capacity that his or her conduct was in the Company's best
interests, and (b) in all other cases that his or her conduct was at least not
opposed to the Company's best interests, and (c)in the case of any criminal
proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful. The Company's By-Laws provide that these rights to indemnification are
contract rights and that the expenses incurred by an indemnified person will be
paid in advance of a final disposition of any proceeding; provided, however,
that if required under applicable law, the person delivers a written affirmation
that he or she has met the standards of care required under those provisions to
be entitled to indemnification. With respect to possible indemnification of
directors, officers and controlling persons of the Company for liabilities
arising under the Securities Act pursuant to those provisions, the Company is
aware that the SEC has publicly taken the position that such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
CORRESPONDENCE
All correspondence concerning the Plan should be addressed to:
EquiServe Trust Company, N.A.
P.O. Box 43081
Providence, RI 02940-3081
Be sure to include a reference to FleetBoston in your correspondence.
Shareholder customer service:
1-800-317-4445 (Inside the United States and Canada)
1-781-575-2724 (Outside the United States and Canada)
An automated voice response system is available 24 hours a day, 7
days a week.
By Facsimile: 1-781-828-8813
Customer service representatives are available from 9:00 a.m. to 5:00
p.m. Eastern time each business day.
TDD: 1-201-222-4953 A telecommunications device is available for the
hearing impaired.
Foreign language translation service for more than 140 languages is
available.
12
Internet:
You can obtain information about your FleetBoston account over the
Internet. To gain access, you will be required to use a password
which is sent to you by mail. You may also request your password by
calling 1-800-317-4445.
The Agent's Internet address is http://www.equiserve.com.
13
------------------------------------------------------
------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
PAGE
----
FleetBoston Financial Corporation.... 2
Description of the Dividend
Reinvestment and Stock Purchase
Plan............................... 2
Purpose............................ 2
Advantages to Participants......... 2
Administration..................... 3
Participation...................... 3
Costs.............................. 4
Purchases.......................... 4
Optional Cash Payments............. 5
Reports to Participants............ 6
Dividends.......................... 7
Certificates for Shares............ 7
Withdrawal from the Plan and Sale
of Plan Shares.................. 7
Other Information.................. 8
Resale Restrictions................ 10
Use of Proceeds...................... 10
Common Stock......................... 11
Where You Can Find More
Information........................ 11
Legal Opinion........................ 12
Indemnification...................... 12
Correspondence....................... 12
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
[FLEETBOSTON LOGO]
FleetBoston Financial Corporation
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
------------------------------------------------------
------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and distribution of
the securities being registered are as follows:
Filing Fee for Registration Statement............... $11,943
Legal Fees and Expenses............................. 10,000
Accounting Fees and Expenses........................ 3,000
Printing and Engraving Fees......................... 16,000
Miscellaneous....................................... 4,057
-------
Total............................................... $45,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-laws provide for indemnification to the extent permitted
by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law. That section
requires the Company to indemnify directors, officers, employees or agents
against judgments, fines, reasonable costs, expenses and counsel fees paid or
incurred in connection with any proceeding to which the director, officer,
employee or agent or his or her legal representative may be a party (or for
testifying when not a party) by reason of his or her being a director, officer,
employee or agent, provided that the director, officer, employee or agent has
acted in good faith and has reasonably believed (a) if he or she was acting in
his or her official capacity that his or her conduct was in the Company's best
interests, (b) in all other cases that his or her conduct was at least not
opposed to the Company's best interests, and (c) in the case of any criminal
proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful. The Company's By-laws provide that these rights to indemnification are
contract rights and that the expenses incurred by an indemnified person will be
paid in advance of a final disposition of any proceeding, provided, however,
that if required under applicable law, the person must deliver a written
affirmation that he or she has met the standards of care required under those
provisions to be entitled to indemnification. With respect to possible
indemnification of directors, officers and controlling persons of the Company
for liabilities arising under the Securities Act of 1933 pursuant to those
provisions, the Company is aware that the Securities and Exchange Commission has
publicly taken the position that such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
ITEM 16. EXHIBITS
EXHIBITS
--------
4(a) -- Restated Articles of Incorporation of FleetBoston, as
amended (incorporated by reference to Exhibit 3 of
FleetBoston's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 and Exhibit 3(b) of FleetBoston's
Quarterly Report on Form 10-Q for the quarter ended March
31, 2000).
4(b) -- Certificate of Correction filed with the Rhode Island
Secretary of State correcting a typographical error in
FleetBoston's Restated Articles of Incorporation.
(incorporated by reference to Exhibit 3(a) of FleetBoston's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2001).
II-1
EXHIBITS
--------
4(c) -- Certificate of Votes filed with the Rhode Island Secretary
of State reducing the number of reserved shares of
FleetBoston's Cumulative Participating Junior Preferred
Stock (incorporated by reference to Exhibit 3(b) of
FleetBoston's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001).
4(d) -- Statement of Resolutions establishing FleetBoston's
Cumulative Participating Junior Preferred Stock (Series
2000) as a Series of Preferred Stock, filed with the Rhode
Island Secretary of State (incorporated by reference to
Exhibit 3(c) of FleetBoston's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2001).
4(e) -- Bylaws of FleetBoston (incorporated by reference to Exhibit
3(g) of FleetBoston's Annual Report on Form 10-K for the
year ended December 31, 2001).
4(f) -- Rights Agreement dated as of August 16, 2000 between
FleetBoston and EquiServe Trust Company, N.A., as Rights
Agent (incorporated by reference to Exhibit 4 of
FleetBoston's Registration Statement on Form 8-A dated
November 7, 2000).
5 -- Opinion of Edwards & Angell, LLP.
23(a) -- Consent of PricewaterhouseCoopers LLP.
23(b) -- Consent of Edwards & Angell, LLP (included in Exhibit 5).
24(a) -- Power of Attorney of certain officers and directors of
FleetBoston (see page II-4).
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement; (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement (notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement); and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that (1)(i)
and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those items is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration
II-2
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in said
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by a registrant
of expenses incurred or paid by a director, officer or controlling person of
such registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, such registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-3 and has duly caused this Form S-3
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, and the Commonwealth of Massachusetts,
on October 15, 2002.
FLEETBOSTON FINANCIAL CORPORATION
By: /s/ CHARLES K. GIFFORD
----------------------------------
CHARLES K. GIFFORD
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Each person whose signature appears below hereby constitutes and appoints
the Chairman, the President, the Chief Financial Officer, the Chief Accounting
Officer or the Secretary, or any of them, acting alone, as his or her true and
lawful attorney-in-fact, with full power and authority to execute in the name,
place and stead of each such person in any and all capacities and to file, an
amendment or amendments to the Registration Statement (and all exhibits thereto)
and any documents relating thereto, which amendments may make such changes in
the Registration Statement as said officer or officers so acting deem(s)
advisable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the 15th day of October, 2002.
SIGNATURE TITLE
--------- -----
/s/ TERRENCE MURRAY Chairman of the Board and Director
-----------------------------------------------------
TERRENCE MURRAY
/s/ CHARLES K. GIFFORD President, Chief Executive Officer and
----------------------------------------------------- Director
CHARLES K. GIFFORD
/s/ EUGENE M. MCQUADE Vice Chairman and Chief Financial Officer
-----------------------------------------------------
EUGENE M. MCQUADE
/s/ ERNEST L. PUSCHAVER Chief Accounting Officer
-----------------------------------------------------
ERNEST L. PUSCHAVER
/s/ JOEL B. ALVORD Director
-----------------------------------------------------
JOEL B. ALVORD
/s/ WILLIAM BARNET, III Director
-----------------------------------------------------
WILLIAM BARNET, III
/s/ DANIEL P. BURNHAM Director
-----------------------------------------------------
DANIEL P. BURNHAM
II-4
SIGNATURE TITLE
--------- -----
/s/ KIM B. CLARK Director
-----------------------------------------------------
KIM B. CLARK
/s/ PAUL J. CHOQUETTE, JR. Director
-----------------------------------------------------
PAUL J. CHOQUETTE, JR.
/s/ JOHN T. COLLINS Director
-----------------------------------------------------
JOHN T. COLLINS
/s/ GARY L. COUNTRYMAN Director
-----------------------------------------------------
GARY L. COUNTRYMAN
/s/ T. J. DERMOT DUNPHY Director
-----------------------------------------------------
T. J. DERMOT DUNPHY
/s/ MARIAN L. HEARD Director
-----------------------------------------------------
MARIAN L. HEARD
/s/ ROBERT M. KAVNER Director
-----------------------------------------------------
ROBERT M. KAVNER
/s/ THOMAS J. MAY Director
-----------------------------------------------------
THOMAS J. MAY
/s/ DONALD F. MCHENRY Director
-----------------------------------------------------
DONALD F. MCHENRY
/s/ MICHAEL B. PICOTTE Director
-----------------------------------------------------
MICHAEL B. PICOTTE
/s/ FRANCENE S. RODGERS Director
-----------------------------------------------------
FRANCENE S. RODGERS
/s/ THOMAS M. RYAN Director
-----------------------------------------------------
THOMAS M. RYAN
/s/ T. JOSEPH SEMROD Director
-----------------------------------------------------
T. JOSEPH SEMROD
/s/ PAUL R. TREGURTHA Director
-----------------------------------------------------
PAUL R. TREGURTHA
II-5
INDEX TO EXHIBITS
EXHIBITS
--------
4(a) -- Restated Articles of Incorporation of FleetBoston, as
amended incorporated by reference to Exhibit 3 of
FleetBoston's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 and Exhibit 3(b) of FleetBoston's
Quarterly Report on Form 10-Q for the quarter ended March
31, 2000).
4(b) -- Certificate of Correction filed with the Rhode Island
Secretary of State correcting a typographical error in
FleetBoston's Restated Articles of Incorporation
(incorporated by reference to Exhibit 3(a) of FleetBoston's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2001).
4(c) -- Certificate of Votes filed with the Rhode Island Secretary
of State reducing the number of reserved shares of
FleetBoston's Cumulative Participating Junior Preferred
Stock (incorporated by reference to Exhibit 3(b) of
FleetBoston's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001).
4(d) -- Statement of Resolutions establishing FleetBoston's
Cumulative Participating Junior Preferred Stock (Series
2000) as a Series of Preferred Stock, filed with the Rhode
Island Secretary of State (incorporated by reference to
Exhibit 3(c) of FleetBoston's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2001).
4(e) -- Bylaws of FleetBoston (incorporated by reference to Exhibit
3(g) of FleetBoston's Annual Report on Form 10-K for the
year ended December 31, 2002).
4(f) -- Rights Agreement dated as of August 16, 2000 between
FleetBoston and EquiServe Trust Company, N.A., as Rights
Agent (incorporated by reference to Exhibit 4 of
FleetBoston's Registration Statement on Form 8-A dated
November 7, 2000).
5 -- Opinion of Edwards & Angell, LLP.
23(a) -- Consent of PricewaterhouseCoopers LLP.
23(b) -- Consent of Edwards & Angell, LLP (included in Exhibit 5).
24(a) -- Power of Attorney of certain officers and directors of
FleetBoston (see page II-4).