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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): AUGUST 31, 1998
BANKBOSTON CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 1-6522 04-2471221
(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
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ITEM 5. OTHER EVENTS.
On August 31, 1998, BankBoston Corporation (the "Corporation") completed
its previously announced acquisition of the investment banking operations of
Robertson Stephens from BankAmerica Corporation ("BankAmerica"). Under the terms
of the agreement, the Corporation paid $400 million in cash to BankAmerica and
established a retention pool based on employee performance of approximately $400
million, consisting of $300 million in cash to be paid over four years and $100
million of stock options granted at fair market value upon the closing of the
transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99 Press release dated September 1, 1998 announcing the completion
of the Corporation's acquisition of the investment banking
operations of Robertson Stephens from BankAmerica.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANKBOSTON CORPORATION
Dated: September 3, 1998 /s/ SUSANNAH M. SWIHART
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Susannah M. Swihart
Vice Chairman, Chief Financial Officer
and Treasurer
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EXHIBIT 99
FOR IMMEDIATE RELEASE
CONTACT: BOSTON CONTACT: SAN FRANCISCO
Amy Schondorf Cheryl Popp
(617) 434-6673/pager 800-946-4645 pin #145-2529 (415) 693-3506
John Kahwaty
Investor Relations
(617) 434-3650
FED APPROVES ROBERTSON STEPHENS' SALE TO BANKBOSTON
-- NEW FIRM TO BE NAMED BANCBOSTON ROBERTSON STEPHENS INC.; FEATURES COMPLETE
FINANCIAL SERVICES, GLOBAL REACH FOR GROWTH COMPANIES --
BOSTON, MA, SEPTEMBER 1, 1998 -- BankBoston Corporation today announced
that it completed its previously announced acquisition of Robertson Stephens
from BankAmerica Corporation. The agreement, first announced on May 29, 1998,
received federal regulatory approval on August 24, 1998 (Federal Reserve Board).
"Robertson Stephens is a premier equity investment banking and research
firm for growth and technology companies in the U.S. Its combination with our
international capital markets, debt, and loan syndication capabilities has
created a truly global powerhouse in serving the range of financial needs of
growth companies," said BankBoston Chairman and CEO Chad Gifford.
Under the terms of the agreement, BankBoston has paid $400 million in
cash to BankAmerica and established a retention pool based on employee
performance of approximately $400 million consisting of $300 million in cash to
be paid over four years and $100 million of stock options granted at market
price upon close of the transaction. The after-tax present value of the
transaction is estimated at $550 million.
Gifford noted that "BankBoston can now offer a full suite of investment
banking services to our U.S. and international clients. This was the last step
to becoming a truly full-service bank. It is a key component to our growth
strategy."
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With the completion of this transaction, Robertson Stephens will come
under single ownership of BankBoston Corporation and be merged into BankBoston's
Section 20 subsidiary, BancBoston Securities Inc. The new Section 20 company
will use the global brand identity: BancBoston Robertson Stephens Inc.
BancBoston Robertson Stephens will fully integrate equity underwriting,
strategic advisory services, trading, distribution, and research capabilities
with BankBoston's existing investment banking and capital markets business. The
new company will partner with BankBoston's commercial banking activities,
including loan sales and trading, and leveraged finance.
Mike McCaffery, president and chief executive officer of Robertson
Stephens, will lead the new investment banking organization, whose management
team remains intact. He reports to BankBoston Vice Chairman Paul Hogan.
As a combined organization, BancBoston Robertson Stephens will
specialize in growth industries (technology, information and business services,
life sciences and healthcare services, real estate, consumer and retail, media,
and telecommunications) offering a full complement of financial products,
advisory services, and industry expertise to high-growth companies.
Since its founding in 1978, Robertson Stephens has completed 376
initial public offerings raising $16.5 billion, 340 follow-on offerings raising
$23.7 billion and 70 convertible offerings raising $8.8 billion. The firm has
also assisted in 300 mergers and acquisitions transactions valued at more than
$35 billion. The first half of 1998 was the company's best ever raising over $8
billion in capital as a result of 80+ equity underwriting transactions, and $27
million in mergers and acquisitions revenues.
BankBoston (NYSE:BKB), with assets of $70.5 billion and some 23,000
employees, is the nation's oldest commercial bank and New England's only global
bank. BankBoston is the third largest overseas network of any US bank, with
offices in 23 countries, employing approximately 5,000 people outside of the
United States. BankBoston is engaged in consumer, small business and corporate
banking in New England; delivering sophisticated financial solutions to
corporations and governments nationally and internationally; and full-service
banking in leading Latin American markets. The Corporation's common stock is
listed on the New York and Boston stock exchanges.
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