<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------
FLEETBOSTON FLEET CAPITAL
FINANCIAL CORPORATION TRUST VI
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its certificate of trust)
RHODE ISLAND DELAWARE
(State or other jurisdiction (State or other jurisdiction
of incorporation or organization) of incorporation or organization)
05-0341324 04-6861970
(I.R.S. employer identification number) (I.R.S. employer identification number)
-------------
One Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices, including zip code)
-------------
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to General is effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. [x] the following box.[ ]
Securities Act registration statement file number to which this form relates:
333-36444
----------------
(If applicable)
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
------------------- ------------------------------
Trust Originated Preferred New York Stock Exchange, Inc.
Securities of Fleet Capital
Trust VI (and the Guarantee
by FleetBoston Financial
Corporation with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby consists of the
8.80% Trust Originated Preferred Securities(SM) (the "TOPrS(SM)" or "Trust
Preferred Securities"), representing undivided beneficial ownership interests in
the assets of Fleet Capital Trust VI, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), together with the Trust
Preferred Securities Guarantee by FleetBoston Financial Corporation, a Rhode
Island corporation, in favor of the holders of the Trust Preferred Securities.
For a description of the Trust Preferred Securities, reference is
made to the information set forth under the headings "Description of the
Preferred Securities" and "Description of the Preferred Securities Guarantees"
in the Registration Statement on Form S-3 (Registration No. 333-36444) filed
with the Securities and Exchange Commission (the "Commission") on May 5, 2000,
as amended by Amendment No. 1 thereto filed with the Commission on May 26, 2000
(the "Registration Statement"), which description is incorporated herein by
reference. Definitive copies of the prospectus describing the terms of the Trust
Preferred Securities have been filed pursuant to Rule 424(b) under the Act and
are incorporated herein by reference.
ITEM 2. EXHIBITS.
2.1 Certificate of Trust of Fleet Capital Trust VI, as amended by
First Amendment to Declaration of Trust of Fleet Capital Trust VI
(referenced in Exhibit 4(q)(i) to the Registration Statement, and
incorporated by reference to Exhibit 4(a)(vi) to Registration
Statement No. 333-48043 and Exhibit 4(t)(i) to Registration
Statement No. 333-86829).
2.2 Declaration of Trust of Fleet Capital Trust VI, as amended by
First Amendment to Declaration of Trust of Fleet Capital Trust
VI (referenced in Exhibit 4(r)(i) to the Registration
Statement, and incorporated by reference to Exhibit 4(b)(vi)
to Registration Statement No. 333-48043 and Exhibit 4(u)(i) to
Registration Statement No. 333-86829).
2.3 Form of Amended and Restated Declaration of Trust to be used in
connection with the issuance of the Preferred Securities
(referenced in Exhibit 4(s) to the Registration Statement, and
incorporated by reference to Exhibit 4(v) to Registration
Statement No. 333-86829).
2.4 Form of Indenture relating to Junior Subordinated Debentures
between FleetBoston Financial Corporation and The Bank of New
York, as Trustee (referenced in Exhibit 4(t) to the
Registration Statement, and incorporated by reference to
Exhibit 4(w) to Registration Statement No. 333-86829).
2.5 Form of Supplemental Indenture to be used in connection with the
issuance of the Junior Subordinated Debentures and Preferred
Securities (referenced in Exhibit 4(u) to the Registration
Statement, and incorporated by reference to Exhibit 4(x) to
Registration Statement No. 333-86829).
2
<PAGE> 3
2.6 Form of Preferred Security (referenced in Exhibit 4(v) to the
Registration Statement, and incorporated by reference to
Exhibit 4(v) to Registration Statement No. 333-86829).
2.7 Form of Junior Subordinated Debenture (referenced in Exhibit 4(w)
to the Registration Statement, and incorporated by reference
to Exhibit 4(x) to Registration Statement No. 333-86829).
2.8 Form of Preferred Securities Guarantee (referenced in Exhibit 4(x)
to the Registration Statement, and incorporated by reference
to Exhibit 4(aa) to Registration Statement No. 333-86829).
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrants have duly caused this registration
statement to be signed on their behalf by the undersigned, thereunto duly
authorized.
Dated: June 26, 2000 FLEET CAPITAL TRUST VI
By: /s/ DOUGLAS L. JACOBS
---------------------------------
Name: Douglas L. Jacobs
Title: Regular Trustee
FLEETBOSTON FINANCIAL CORPORATION
By: /s/ DOUGLAS L. JACOBS
---------------------------------
Name: Douglas L. Jacobs
Title: Regular Trustee
4