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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT TO REGISTRATION STATEMENT
ON FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BANKBOSTON CORPORATION
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2471221
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
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(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock New York Stock Exchange
Purchase Rights
Boston Stock Exchange
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), 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), check the following box. / /
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:
NONE
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(Title of class)
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Item 1. AMENDMENT TO DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On June 28, 1990, the Board of Directors of BankBoston Corporation
(the "Company") declared a dividend distribution of one Right for each
outstanding share of common stock of the Company (the "Common Stock") held of
record at the close of business on July 12, 1990. The Board of Directors made
the Rights dividend distribution in accordance with the Rights Agreement
dated as of June 28, 1990, between the Company and BankBoston, N.A., as
Rights Agent (the "Rights Agreement"). On March 14, 1999, the Company and
Fleet Financial Group, Inc. ("Fleet") executed an Agreement and Plan of
Merger (the "Merger Agreement") providing for, among other things, the merger
of the Company with and into Fleet. In connection with the execution of the
Merger Agreement, the Company executed an amendment (the "Amendment") to the
Rights Agreement in order to (x) amend the definition of "Acquiring Person"
set forth in the Rights Agreement to provide that neither Fleet nor any
affiliated or associated party (collectively with Fleet, the "Fleet Parties")
will be deemed to be an Acquiring Person by virtue of the fact that Fleet is
the Beneficial Owner (as defined in the Rights Agreement) solely of shares of
Common Stock (i) of which any Fleet Party is or becomes the Beneficial Owner
by reason of the approval, execution or delivery of the Merger Agreement or
the Stock Option Agreement, dated as of March 14, 1999, between the Company,
as issuer, and Fleet, as grantee (the "Stock Option Agreement"), or by reason
of the consummation of any transaction contemplated in the Merger Agreement,
the Stock Option Agreement or both, (ii) of which any Fleet Party is the
Beneficial Owner on March 14, 1999, (iii) acquired in satisfaction of a debt
contracted prior to March 14, 1999 in good faith in the ordinary course of
such Fleet Party's banking business, (iv) held by any Fleet Party in a bona
fide fiduciary or depository capacity or (v) owned in the ordinary course of
business by either (A) an investment company registered under the Investment
Company Act of 1940, as amended, or (B) an investment account, in either case
for which any Fleet Party acts as investment advisor and (y) to provide that
at the effective time of the merger, the Common Stock will be converted into
the consideration provided for in the Merger Agreement, and all Rights
attached thereto shall simultaneously be extinguished with no additional
consideration being paid on account thereof.
Each Right entitles the registered holder, upon the occurrence of
certain events, to purchase from the Company a unit consisting of one
one-thousandth of a share (a "Unit") of Junior Participating Preferred Stock,
Series D at a purchase price of $50 per Unit (the "Purchase Price"), subject
to adjustment. As a result of the Company's two-for-one stock split, effected
in the form of a stock dividend, in June, 1998, the Rights have been adjusted
so that one-half of a Right is associated with each currently outstanding
share of Common Stock. Each newly issued share of Common Stock will also have
one-half of a Right associated with it. The description and terms of the
Rights are set forth in the Rights Agreement.
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The Rights are attached to all certificates representing outstanding
shares of Common Stock, and no separate certificates representing the Rights
have been distributed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) ten days following a
public announcement by the Company that a person or group of affiliated or
associated persons (an "Acquiring Person"), with certain exceptions, has
acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the then outstanding shares of Common Stock or voting securities
representing 15% or more of the total voting power of the Company other than
as a result of the repurchase of shares of Common Stock or voting securities
by the Company (unless and until such person or group purchases or otherwise
becomes the beneficial owner of additional shares of Common Stock or voting
securities constituting 1% or more of the then outstanding shares of Common
Stock or voting securities) (the "Stock Acquisition Date") or (ii) ten
business days (or such later date as the Board of Directors may determine)
following the commencement of a tender offer or exchange offer that would
result in a person or group beneficially owning 15% or more of the then
outstanding shares of Common Stock or voting securities representing 15% or
more of the total voting power of the Company.
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued will
contain a notation incorporating by reference the Rights Agreement and (iii)
the surrender for transfer of any certificate for Common Stock outstanding
will also constitute the transfer of the Rights associated with the Common
Stock represented by such certificate.
The Rights will not be exercisable until the Distribution Date and
will cease to be exercisable at the close of business on July 12, 2000 unless
the Rights are earlier redeemed or exchanged by the Company as described
below or they earlier expire (the earliest of all such dates, the "Expiration
Date").
As soon as practicable after the Distribution Date, separate
certificates representing the Rights (the "Rights Certificates") will be
mailed to holders of record of the Common Stock as of the close of business
on the Distribution Date, and thereafter the separate Rights Certificates
alone will represent the Rights. All shares of Common Stock issued prior to
the earlier of the Distribution Date and the Expiration Date will be issued
with Rights. Shares of Common Stock issued after the Distribution Date under
certain employee plans or arrangements or in certain cases upon conversion of
convertible securities of the Company, and in all other cases deemed
necessary or appropriate by the Board of Directors, will be issued with
Rights.
In the event (a "Flip-In Event") that a person or group, with
certain exceptions, becomes the beneficial owner of 15% or more of the then
outstanding shares of Common Stock or voting securities representing 15% or
more of the total voting power of the Company other than (i) pursuant to an
offer for all outstanding shares of Common Stock and other voting securities
which the Board of Directors determines to be fair to stockholders and
otherwise in the best interests of the Company or (ii)
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as a result of the repurchase of shares of Common Stock or voting securities
by the Company (unless and until such person or group purchases or otherwise
becomes the beneficial owner of additional shares of Common Stock or voting
securities constituting 1% or more of the then outstanding shares of Common
Stock or voting securities), each Right (other than Rights which have become
null and void as described below) will thereafter entitle the holder to receive,
upon exercise of the Right, Common Stock (or, if insufficient shares of Common
Stock are authorized and available, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right.
In addition, at any time after a Flip-In Event the Board of Directors will
have the option of exchanging all or part of the Rights (other than Rights
held by an Acquiring Person or certain related persons and transferees) for
Common Stock (or other equity securities deemed to have the same value as one
share of Common Stock) at an exchange ratio of one share of Common Stock for
each Right. However, Rights will not become exercisable following the
occurrence of a Flip-In Event until such time as the Rights are no longer
redeemable by the Company as described below. In addition, following the
occurrence of a Flip-In Event, all Rights that are, or under certain
circumstances specified in the Rights Agreement were, beneficially owned by
any Acquiring Person (or certain related persons and transferees) will be
null and void.
As an example of the effect of a Flip-In Event, at an exercise price
of $50 per Right, each Right which has not become null and void following a
Flip-In Event would entitle its holder to purchase $100 worth of Common Stock
(or other property, as noted above) for $50. Assuming that the Common Stock
had a per share value of $10 at such time, the holder of each valid Right
would be entitled to purchase ten shares of Common Stock for $50.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than
a merger which follows an offer described in the second preceding paragraph
and is at the same price per share paid in such offer), or (ii) more than 50%
of the Company's assets, cash flow or earning power is sold or transferred,
each holder of a Right (except Rights which previously have been voided as
set forth above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
exercise price of the Right.
In general, the Company may redeem the Rights in whole, but not in
part, at any time until ten days following the Stock Acquisition Date (which
period may be extended at any time while the Rights are still redeemable), at
a price of $.0l per Right, payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors. Immediately upon
the action of the Board of Directors ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights will be to
receive the $.Ol per Right redemption price.
Until a Right is exercised or exchanged, the holder thereof, as
such, will have no rights as a stockholder of the Company, including the
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right to vote or to receive dividends. While, for federal income tax
purposes, the distribution of the Rights will not be taxable to stockholders
or to the Company, stockholders may, depending upon the circumstances,
recognize taxable income at or after the time, if any, that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company or upon redemption of the Rights as set
forth above.
Other than those provisions relating to the basic economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be amended
by the Board of Directors in order to cure any ambiguity, to correct
defective or inconsistent provisions, to shorten or lengthen any time period
under the Rights Agreement or to make changes which do not adversely affect
the interests of holders of Rights (excluding the interests of any Acquiring
Person); PROVIDED, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
As of March 11, 1999, there were 296,508,437 shares of Common Stock
issued and outstanding. As of March 11, 1999, 12,311,154 shares of Common
Stock were reserved for issuance in connection with the Company's Automatic
Dividend Reinvestment and Common Stock Purchase Plan, a total of 68,175,454
shares of Common Stock were reserved for issuance upon the exercise of stock
options pursuant to the BankBoston Stock Plans (as defined in the Merger
Agreement) and in respect of various employee and director savings,
compensation and deferred compensation plans of the Company, and 59,005,178
shares of Common Stock were reserved for issuance upon exercise of the
BankBoston Option Agreement (as defined in the Merger Agreement). A total of
200,000 shares of Junior Participating Preferred Stock, Series D have been
authorized for issuance upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on a substantial number of Rights
being acquired. However, the Rights should not interfere with any merger or
other business combination approved by the Board of Directors.
A copy of the Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights, which includes as Exhibit B the
form of Rights Certificate, a copy of Amendment No. 1 to the Rights
Agreement, dated as of December 12, 1995, and a copy of Amendment No. 2 to
the Rights Agreement, dated March 14, 1999, are incorporated herein by
reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, as amended.
Item 2. EXHIBITS.
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1. Rights Agreement, dated as of June 28, 1990, between BankBoston
Corporation and BankBoston, N.A., as Rights Agent, which
includes as Exhibit B thereto the form of Rights Certificate.
Pursuant to the Rights Agreement, the Rights Certificate will
not be mailed until after the Distribution Date (as defined
therein). *
2. Amendment No. 1, dated as of December 12, 1995, to the Rights
Agreement, dated as of June 28, 1990, between BankBoston
Corporation and BankBoston, N.A., as Rights Agent, incorporated
herein by reference to Exhibit 4(h) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 (File
No. 1-6522).
3. Amendment No. 2, dated as of March 14, 1999, to the Rights
Agreement, dated as of June 28, 1990, between BankBoston
Corporation and BankBoston, N.A., as Rights Agent, incorporated
herein by reference to Exhibit 99(d) to the Company's Current
Report on Form 8-K dated March 14, 1999 (File No. 1-6522).
4. Agreement and Plan of Merger by and between Fleet Financial
Group, Inc. and BankBoston Corporation, dated as of March 14,
1999, incorporated herein by reference to Exhibit 2 to the
Company's Current Report on Form 8-K dated March 14, 1999
(File No. 1-6522).
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* Previously filed
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amended
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
BANKBOSTON CORPORATION
By: /s/ Janice B. Liva
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Janice B. Liva
Assistant General Counsel and
Assistant Clerk
Date: March 26, 1999
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Exhibit Index
Exhibit No. Description
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1 Rights Agreement, dated as of
June 28, 1990, between BankBoston Corporation
and BankBoston, N.A., as Rights Agent, which
includes as Exhibit B thereto the form of Rights
Certificate. *
2 Amendment No. 1, dated as of
December 12, 1995, to the Rights
Agreement, dated as of June 28, 1990,
between BankBoston Corporation and
BankBoston, N.A., as Rights Agent,
incorporated herein by reference to
Exhibit 4(h) to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-6522).
3 Amendment No. 2, dated as of
March 14, 1999, to the Rights
Agreement, dated as of June 28,
1990, between BankBoston
Corporation and BankBoston, N.A.,
as Rights Agent, incorporated
herein by reference to Exhibit
99(d) to the Company's Current
Report on Form 8-K dated
March 14, 1999 (File No. 1-6522).
4 Agreement and Plan of Merger by and
between Fleet Financial Group, Inc. and
BankBoston Corporation, dated as of March
14, 1999, incorporated herein by
reference to Exhibit 2 to the Company's
Current Report on Form 8-K dated March
14, 1999 (File No. 1-6522).
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* Previously filed
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