UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
FleetBoston Financial Corporation
(formerly Fleet Financial Group, Inc.)
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
338915101
(CUSIP Number)
William Janetschek With a copy to:
KKR Associates, Whitehall Associates, L.P.
and KKR Partners II, L.P. Lee Meyerson, Esq.
c/o Kohlberg Kravis Roberts & Co. 425 Lexington Avenue
9 West 57th Street, New York, New York 10019 New York, N.Y. 10017-3909
(212) 750-8300 (212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 2, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box. / /
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 338915101 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR Associates
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 38,183,780
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
38,183,780
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,183,780
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
Page 3 of 8 Pages
CUSIP No. 338915101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Whitehall Associates, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 37,837,358
BENEFICIALLY
OWNED
BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
37,837,358
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,837,358
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
CUSIP No. 338915101 Page 4 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF
SHARES 346,422
BENEFI
CIALLY 8 SHARED VOTING POWER
OWNED
BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 346,422
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
346,422
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.04%
<PAGE>
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
AMENDMENT NO. 3 TO SCHEDULE 13D
The statement on Schedule 13D (as previously amended, the
"Schedule 13D") relating to the shares of common stock, $.01 par value
(the "Common Stock"), of FleetBoston Financial Corporation, a Rhode
Island corporation (formerly Fleet Financial Group, Inc.) (the "Issuer"),
as previously filed on July 22, 1991 and amended on May 19, 1992 and
January 3, 1996, by KKR Associates, Whitehall Associates, L.P. and KKR
Partners II, L.P. (the "Reporting Persons") is hereby amended as follows.
The purpose of this amendment is to reflect the sale to the Issuer of
rights to purchase Common Stock (the "Rights") by the Reporting Persons
pursuant to a Purchase Agreement as further described below.
Item 2. Identity and Background.
This statement is being filed jointly by Whitehall Associates,
L.P., a Delaware limited partnership ("Whitehall Associates"), KKR
Partners II, L.P., a Delaware limited partnership ("KKR Partners II", and
together with Whitehall Associates, the "Partnerships") and KKR
Associates, a New York limited partnership ("KKR Associates" and,
together with the Partnerships, the "Reporting Persons"). The agreement
among the Reporting Persons relating to the joint filing of this
statement is attached as Exhibit 1 hereto.
Whitehall Associates and KKR Partners II are principally
engaged in the business of investing in other companies. The sole
general partner of each of Whitehall Associates and KKR Partners II is
KKR Associates. KKR Associates is principally engaged in the business of
investing in other companies through partnerships and limited liability
companies.
The address of the principal business and office of each of the
Reporting Persons is 9 West 57th Street, New York, New York 10019.
Messrs. Henry R. Kravis, George R. Roberts, Robert I.
MacDonnell, Paul E. Raether, Michael W. Michelson, James H. Greene, Jr.,
Michael T. Tokarz, Perry Golkin, Scott M. Stuart, Edward A. Gilhuly and
Johannes Huth are the general partners of KKR Associates. Messrs.
Kravis, Roberts, MacDonnell, Raether, Michelson, Greene, Tokarz,
Golkin, Stuart and Gilhuly are each United States citizens, Mr. Huth is a
citizen of Germany, and the present principal occupation or employment of
each is as a general partner of Kohlberg Kravis Roberts & Co., a private
investment firm, the addresses of which are 9 West 57th Street, New York,
N.Y. 10019, 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025
and 3 St. James Square, London, SW1Y 4JU, England. The business address
of Messrs. Kravis, Raether, Tokarz, Golkin and Stuart is 9 West 57th
Street, New York, New York 10019; the business address of Messrs.
Roberts, MacDonnell, Michelson, and Greene is 2800 Sand Hill Road, Suite
200, Menlo Park, California 94025; and the business address of Messrs.
Gilhuly and Huth is 3 St. James Square, London, SW1Y 4JU, England.
<PAGE>
During the last five years, none of the Reporting Persons nor,
to the best knowledge of the Reporting Persons, any of the other persons
named in this Item 2: (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable. This Amendment No. 3 is filed to report the
sale of the Rights by the Partnerships as noted in Item 5.
Item 4. Purpose of Transaction.
Not Applicable. This Amendment No. 3 is filed to report the
sale of the Rights by the Partnerships as noted in Item 5.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Pursuant to a Purchase Agreement, dated as of
September 29, 2000, by and among the Issuer and the Partnerships (the
"Purchase Agreement"), Whitehall Associates and KKR Partners II sold to
the Issuer on October 2, 2000 Rights to purchase 12,886,766 and 113,234
shares of Common Stock, respectively.
The above description of the Purchase Agreement is qualified in its
entirety by reference to the complete text of the document which is
contained in Exhibit 2(f) hereto and incorporated herein by reference.
After transfer of the Rights to the Issuer pursuant to the Purchase
Agreement, Whitehall Associates and KKR Partners II own, as of the date
hereof, 37,837,358 shares and 346,422 shares of Common Stock,
respectively (the "Retained Common Stock"). The Retained Common Stock
constitutes approximately 4.2% of the total number of shares of Common
Stock outstanding as of the date hereof (based on information provided by
the Issuer to the Partnerships).
Whitehall Associates and KKR Partners II, acting through their
sole general partner, KKR Associates, have the sole power to vote or to
direct the vote, and to dispose or to direct the disposition of, the
Retained Common Stock. Consequently, KKR Associates may be deemed to
beneficially own any shares of the Retained Common Stock deemed to be
beneficially owned by Whitehall Associates and KKR Partners II. Each of
Messrs. Kravis, Roberts, MacDonnell, Raether, Michelson, Greene,
Tokarz, Golkin, Stuart, Gilhuly and Huth, the general partners of KKR
Associates, has shared power to vote or to direct the vote, and to
dispose or to direct the disposition of, any shares of the Retained
Common Stock that may be deemed to be beneficially owned by KKR
Associates. Therefore, each of the general partners of KKR Associates
may be deemed to beneficially own the shares of the Retained Common Stock
that KKR Associates may be deemed to beneficially own.
(c) Except
<PAGE>
as otherwise disclosed herein, to the best knowledge of each of the
Reporting Persons, none of the Reporting Persons and no other person
named in Item 2 has beneficial ownership of, or has engaged in any
transaction during the past 60 days in, any shares of the Common Stock.
(d) Whitehall Associates and KKR Partners II have the right
to receive and the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Retained Common Stock. To the
best knowledge of the Reporting Persons, no person, other than Whitehall
Associates and KKR Partners II and the respective partners of Whitehall
Associates and KKR Partners II, has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Retained Common Stock.
(e) As of October 2, 2000, the Partnerships own less than 5%
of the outstanding shares of Common Stock. This constitutes the final
statement on Schedule 13D regarding beneficial ownership of Common Stock
by the Reporting Persons.
Item 6. Contracts, Arrangements or Understandings with Respect to
Securities of the Issuer.
Item 6 is hereby amended by adding the following:
On September 29, 2000, the Partnerships entered into the
Purchase Agreement as described above in Item 5.
Item 7. Material to Be Filed as Exhibits.
*1. Joint Filing Agreement, dated July 22, 1991, among Whitehall
Associates, KKR Partners II and KKR Associates relating to the
filing of a joint statement on Schedule 13D.
*2(a) Stock Purchase Agreement, dated as of July 12, 1991, among the
Issuer, FBG and the Partnerships.
*2(b) Certificate of Designations for the DCP Shares, as filed with the
Secretary of State of Rhode Island.
*2(c) Form of Rights Certificate for the Stock Purchase Rights.
*2(d) Registration Rights Agreement, dated as of July 12, 1991, among
the Issuer, FBG and the Partnerships.
+2(e) Exchange Agreement, dated as of December 31, 1995, among the
Issuer, FBG, and the Partnerships.
2(f) Purchase Agreement, dated as of September 29, 2000, between the
Issuer and the Partnerships.
* Previously filed in paper format.
+ Previously filed by EDGAR.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this Statement is
true, complete and correct.
WHITEHALL ASSOCIATES, L.P.
By: KKR Associates
General Partner
By: /s/ William J. Janetschek
--------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for
Henry R. Kravis
KKR PARTNERS II, L.P.
By: KKR AssociatesGeneral Partner
By: /s/ William J. Janetschek
--------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR ASSOCIATES
By: /s/ William J. Janetschek
--------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
DATED: October 2, 2000
<PAGE>
EXHIBIT LIST
EXHIBIT NO.
TITLE
*1. Joint Filing Agreement, dated July 22, 1991, among Whitehall
Associates, KKR Partners II and KKR Associates relating to the filing of
a joint statement on Schedule 13D.
*2(a) Stock Purchase Agreement, dated as of July 12, 1991, among the
Issuer, FBG and the Partnerships.
*2(b) Certificate of Designations for the DCP Shares, as filed with the
Secretary of State of Rhode Island.
*2(c) Form of Rights Certificate for the Stock Purchase Rights.
*2(d) Registration Rights Agreement, dated as of July 12, 1991 among
the Issuer, FBG and the Partnerships.
+2(e) Exchange Agreement dated as of December 31, 1995 among the
Issuer, FBG, and the Partnerships.
2(f) Purchase Agreement, dated as of September 29, 2000, between the
Issuer and the Partnerships.
* Previously filed in paper format.
Previously filed by EDGAR.
POWER OF ATTORNEY
Know all men by these presents that Henry R. Kravis does hereby make,
constitute and appoint William J. Janetschek and Richard J. Kreider, or
either one of them, as a true and lawful attorney-in-fact of the undersigned
with full powers of substitution and revocation, for in the name, place and
stead of the undersigned (both in the undersigned's individual capacity and
as a member of any limited liability company or limited partnership for which
the undersigned is otherwise authorized to sign), to execute and deliver such
forms as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to any investments of KKR Associates,
L.P., KKR Associates 1996 L.P., KKR Associates II (1996) Limited Partnership,
KKR Associates (Strata) L.P., KKR Associates (KLC) L.P., and KKR Associates
(NXS) L.P. (including any amendments or supplements to any reports, forms or
schedules previously filed by such persons or entities): (i) pursuant to
Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended
(the "Act"), including without limitation, Schedule 13D, Schedule 14G,
statements on Form 3, Form 4 and Form 5 and (ii) in connection with any
applications for EDGAR access codes, including without limitation the form
ID.
/s/ Henry R. Kravis
---------------------
Name: Henry R. Kravis
September 20, 1999
---------------------------
Date
