SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 1, 1999
FLEET BOSTON CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Rhode Island 1-6366 05-0341324
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
One Federal Street, Boston, Massachusetts 02110
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(Address of principal executive offices) (zip code)
(617) 346-4000
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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As previously reported, on October 1, 1999, Fleet Financial Group,
Inc., a Rhode Island corporation ("FFG"), completed its merger with BankBoston
Corporation, a Massachusetts corporation ("BankBoston"), in a transaction
accounted for as a pooling of interests. The new Boston-based institution is
named Fleet Boston Corporation ("Fleet Boston"). Fleet Boston issued 1.1844
shares of Fleet Boston common stock in exchange for each share of BankBoston
common stock, with cash being paid in lieu of issuing fractional share
interests. Approximately 352.6 million shares of Fleet Boston common stock were
issued as consideration for the approximately 297.7 million shares of BankBoston
common stock outstanding immediately prior to the effective time of the merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of BankBoston
The following financial statements of BankBoston are incorporated by
reference to pages 60 through 89 of BankBoston's Annual Report to
Stockholders, included in Exhibit 13 to the BankBoston Annual Report
on Form 10-K for the year ended December 31, 1998 (Commission File
Number 1-6522).
- Consolidated Balance Sheets as of December 31, 1998 and 1997
- Consolidated Statements of Income for the Years Ended
December 31, 1998, 1997 and 1996
- Consolidated Statements of Changes in Stockholder Equity for
the Years Ended December 31, 1998, 1997 and 1996
- Consolidated Statements of Cash Flow for the Years Ended
December 31, 1998, 1997 and 1996
- Notes to Financial Statements
- Report of Independent Accountants
The following financial statements of BankBoston Corporation are
incorporated by reference to pages 35 - 44 of the BankBoston
Quarterly Report on Form 10-Q for the three and six month period
ended June 30, 1999.
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- Consolidated Balance Sheets as of June 30, 1999 and
December 31, 1998
- Consolidated Statements of Income for the three and six month
period ended June 30, 1999 and 1998
- Consolidated Statement of Changes in Stockholders' Equity for
the six month period ended June 30, 1999 and 1998
- Consolidated Statement of Cash Flow for the six month period
ended June 30, 1999 and 1998
- Notes to Unaudited Financial Statements
(b) Pro Forma Financial Information
The following pro forma financial statements of FFG and BankBoston
are incorporated by reference to Exhibit 99(a) of the Form 8-K of
FFG filed on April 2, 1999.
- Pro Forma Condensed Combined Balance Sheet as of
December 31, 1998
- Pro Forma Condensed Combined Statements of Income for the
years ended December 31, 1998, 1997 and 1996
- Notes to the Unaudited Pro Forma Condensed Combined
Financial Statements
The following pro forma financial information of FFG and
BankBoston are incorporated by reference to Exhibit 99(a) of the
Form 8-K of FFG filed on August 12, 1999.
- Unaudited Pro Forma Condensed Combined Balance Sheet as of
June 30, 1998
- Unaudited Pro Forma Condensed Combined Statements of
Income for the three and six month period ended
June 30, 1998
- Notes to the Unaudited Pro Forma Condensed Combined
Financial Statements
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(c) Exhibits.
- The following is filed as part of this report:
Exhibit Description
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2 Agreement and Plan of
Merger, dated as of March
14, 1999, by and between
Fleet Financial Group, Inc.
and BankBoston Corporation
(incorporated by reference
to Appendix A to the Joint
Proxy Statement - Prospectus
included in the Registration
Statement on Form S-4 of
Fleet Financial Group, Inc.
(Registration No. 333-82433)
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
FLEET BOSTON CORPORATION
By: /s/ William C. Mutterperl
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Name: William C. Mutterperl
Title: Executive Vice President,
Secretary and General Counsel
Date: October 15, 1999
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EXHIBIT INDEX
Exhibit Description
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2 Agreement and Plan of
Merger, dated as of March
14, 1999, by and between
Fleet Financial Group, Inc.
and BankBoston Corporation
(incorporated by reference
to Appendix A to the Joint
Proxy Statement - Prospectus
included in the Registration
Statement on Form S-4 of
Fleet Financial Group, Inc.
(Registration No. 333-82433)
