FLEET BOSTON CORP
8-K, 2000-04-20
NATIONAL COMMERCIAL BANKS
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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) April 13, 2000


                        FLEETBOSTON FINANCIAL CORPORATION
            ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                  RHODE ISLAND
       -------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


                     1-6366                    05-0341324
                 -------------             -------------------
           (Commission File Number)  (IRS Employer Identification No.)


                      One Federal Street, Boston, MA      02210
             -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code: 617-346-4000
                                                            ------------


                            FLEET BOSTON CORPORATION
           -----------------------------------------------------------
          (Former name or former address, if changed since last report)




<PAGE>




Item 5.         Other Events.
                ------------


                Pursuant to Form 8-K, General  Instruction F, the Company hereby
       incorporates  by reference the press release  attached  hereto as Exhibit
       99.

Item 7.         Financial Statements and Other Exhibits.
                ---------------------------------------

                Exhibit No.                                 Description
                -----------                                 -----------

                Exhibit 99                                  Press Release
                                                            Dated April 13, 2000


                                   SIGNATURES

       Pursuant to the  requirements of the Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed in its behalf
by the undersigned hereunto duly authorized.


                                       FLEETBOSTON FINANCIAL CORPORATION



                                       By:   /s/ William C. Mutterperl
                                          --------------------------------------
                                            William C. Mutterperl
                                            Executive Vice President, General
                                              Counsel and Secretary



Dated:  April 20, 2000





                                                                      Exhibit 99




Contacts:   Media:    James Mahoney                     Investor:   John Kahwaty
                      (617) 346-5472                              (617) 434-3650



                    FLEETBOSTON REPORTS RECORD NET INCOME OF
                         $957 MILLION OR $1.03 PER SHARE
                  OPERATING EPS OF $.87, UP 28% FROM PRIOR YEAR

     Boston,  Massachusetts,  April 13, 2000:  FleetBoston  Financial (FBF-NYSE)
today  reported  record first  quarter  earnings of $957  million,  or $1.03 per
share,  up 51% on an  earnings  per share basis from $661  million,  or $.68 per
share in the first  quarter  of 1999.  Return on assets and return on equity for
the  quarter,  on a reported  basis,  were 1.94% and 26.83%,  respectively.  The
quarter included  divestiture gains and merger-related  expenses of $149 million
(after-tax)  related to the March 24 divestiture of  approximately $4 billion of
loans and  deposits to Sovereign  Bancorp and expenses  related to the merger of
BankBoston and Fleet.  Excluding the impact of these items, operating net income
was $808  million,  or $.87 per share in the first quarter of 2000, up 28% on an
earnings  per share  basis from $661  million,  or $.68 per share,  in the first
quarter of 1999.  Return on assets and return on equity for the  quarter,  on an
operating basis,  were 1.63% and 22.59%,  respectively,  compared with 1.44% and
18.92%,  a year ago.

     Terry  Murray,   chairman  and  chief  executive   officer  of  FleetBoston
commented,  "The merged company has outperformed all  expectations.  The results
for this quarter are indicative of the growth and revenue generating capacity of
our new company.  Our  diversified  business mix extends far beyond  traditional
banking  services  and has  provided  us with the ability to  capitalize  on the
strong growth  occurring  across the broad economic  spectrum.  We are also very
pleased to report that our merger  integration  efforts remain on track.  We are
very  enthused  by the  potential  of our  franchise  and our focus  remains  on
successfully completing the integration,  and leveraging leadership positions in
our existing  businesses."

     Chad Gifford,  president and chief  operating  officer said, "It has been a
year since we  announced  the merger of Fleet and  BankBoston.  We  couldn't  be
happier  with how our two  companies  have  come  together.  We had  outstanding
performances this quarter from both our traditional and capital  markets-related
businesses.  We are  cognizant  of  the  dramatic  changes  that  e-commerce  is
generating and are positioning  this company to not only  participate,  but also
profit from this growth sector of the economy.  Currently, we are exploiting the
competitive advantages that we enjoy in the emerging growth sector via Robertson
Stephens and Principal Investing. On the investor side, we are also terrifically
positioned  at Quick & Reilly  to  benefit  from the  explosion  in  transaction
volumes in the securities  markets.  We believe that these three businesses have
significant  embedded  values and along  with our other  growth  businesses  are
expected to generate considerable shareholder value in the future."

Strong Results from Both Traditional & Capital Markets Businesses

     Exceptional  results were reported by a number of our  traditional  banking
and capital markets  businesses.

     Net income from Commercial and Retail Banking,  which includes consumer and
small business  banking within the  corporation's  northeast  footprint,  middle
market  lending,  asset  based  lending,  leasing and other  commercial  banking
services was $320 million in the first quarter,  an increase of $40 million,  or
14%,  from the prior year.  This  increase was mainly driven by wider spreads on
deposits,  cost savings from merger integration activities and higher commercial
loan volume. Net income from international  operations  improved $21 million, or
30%, to $90 million  reflecting  higher volumes of loans and deposits as well as
wider spreads in Latin America. The Investment Services area, which includes the
corporation's asset management  businesses and Quick & Reilly, posted net income
of $121 million in the first quarter,  which represented a $40 million,  or 49%,
improvement  over the  prior  year.  Quick &  Reilly,  a full  service  discount
brokerage  company that also includes one of the largest New York Stock Exchange
specialist  and  clearing  businesses,  recorded  record  revenues  arising from
sharply higher stock exchange-related  volumes.

     Improvements  in net  income  were  also  registered  in the  corporation's
capital  markets   businesses.   Robertson   Stephens,   the  corporation's  San
Francisco-based  investment banking operation that provides a variety of capital
markets services,  including equity  underwriting,  M&A advisory,  and brokerage
services,  saw its net income  increase to $119  million.  The  improvement  was
driven by significant  increases in  underwriting  and advisory fees, as well as
higher trading volumes. In addition, Principal Investing, a global business that
invests in early and later stage companies  operating in a variety of industries
in the  U.S.  and  abroad,  posted  net  income  of $153  million,  a more  than
three-fold increase from the prior year.

First Quarter Consolidated Financial Highlights

     Total revenue,  excluding the net gain from the  divestitures to Sovereign,
was $4.1  billion in the first  quarter,  up 26% from $3.2  billion in the prior
year, as strong  growth was  generated  throughout  the  franchise.

     Noninterest  income on an  operating  basis was $2.4  billion  in the first
quarter,  an increase of $798  million,  or 51%, over the first quarter of 1999.
This  significant  growth was mainly due to higher levels of capital markets and
investment services revenue. Noninterest income as a percentage of total revenue
grew to 58% in the  current  quarter  from 48% in the prior year.

     Net interest  income for the first quarter of 2000 was $1.7 billion,  which
represented a $42 million increase over the prior year. This increase was mainly
driven by domestic and international  loan growth.  Net interest margin declined
17 basis points to 4.18% due, in part, to the impact of higher  required  levels
of low yielding assets to accommodate  Robertson  Stephens' nearly 400% increase
in revenue.  Net interest margin improved 6 basis points from the fourth quarter
of 1999 level.

     Noninterest  expense,  excluding  the  impact  of the  merger  and  related
charges,  was $2.4 billion during the quarter,  a $477 million increase over the
first quarter of 1999. This increase includes the impact of higher  compensation
expense  directly  attributable to higher levels of revenue,  particularly  from
capital  markets-related  businesses.  Partially  offsetting this increase was a
cumulative decline from cost savings achieved from merger integration activities
of $65 million  ($40 million  this  quarter),  bringing the total amount of cost
savings achieved to $260 million on an annualized  basis.

     Nonperforming  assets were $886 million,  or .75% of total loans,  at March
31, 2000,  compared with $841 million,  or .70% of loans,  at December 31, 1999.
Net  charge-offs  and the provision for credit losses were $275 million and $300
million,  respectively,  in the current quarter,  compared with $245 million for
both items in the fourth quarter of 1999. Net  charge-offs and the provision for
credit  losses were $216 million and $219  million,  respectively,  in the first
quarter of 1999.  The  reserve for credit  losses was $2.5  billion at March 31,
2000, representing 2.11% of total loans and leases.

     Total assets at March 31, 2000 were $187.8  billion,  compared  with $190.7
billion at December 31, 1999 and $181.9 billion at March 31, 1999. Stockholders'
equity amounted to $15.0 billion at March 31, 2000.

<PAGE>

                              FLEETBOSTON FINANCIAL
                         CONSOLIDATED INCOME STATEMENTS
                                ($ IN MILLIONS)


                                                  Three Months Ended
                                                March 31,     March 31,
                                                  2000          1999
- --------------------------------------------------------------------------------
Net interest income (FTE)                       $ 1,723      $ 1,681
Noninterest income:
       Capital markets revenue                    1,059          397
       Investment services revenue                  500          356
       Banking fees and commissions                 364          350
       Credit card revenue                          159          162
       Processing-related revenue                   156          154
       Other                                        118          139
- --------------------------------------------------------------------------------
             Total noninterest income             2,356        1,558

Total Revenue                                     4,079        3,239
- --------------------------------------------------------------------------------

Noninterest expense:
       Employee compensation and benefits         1,408        1,016
       Occupancy                                    142          139
       Equipment                                    126          130
       Intangible asset amortization                 88           86
       Other                                        648          564
- --------------------------------------------------------------------------------
             Total noninterest expense            2,412        1,935
- --------------------------------------------------------------------------------

 Provision for credit losses                       (300)        (219)
 Divestiture gain                                   366          --
 Integration charges                               (100)         --
- --------------------------------------------------------------------------------
 Earnings before taxes                            1,633        1,085
 Income taxes and tax-equivalent adjustment         676          424
- --------------------------------------------------------------------------------
 Net income - Reported                              957          661
 Divestiture gain, net of tax                      (209)         --
 Integration charges, net of tax                     60          --
- --------------------------------------------------------------------------------
 Net income - Operating                         $   808      $   661
================================================================================



 Diluted earnings per share - operating         $   .87      $   .68
 Diluted earnings per share - reported             1.03          .68

<PAGE>

                             FLEETBOSTON FINANCIAL
                          CONSOLIDATED BALANCE SHEETS
                                ($ IN MILLIONS)


================================================================================

                                              March 31, 2000   March 31, 1999
                                              --------------   --------------

- --------------------------------------------------------------------------------
ASSETS:
Cash and equivalents                           $  12,078      $  12,625
Securities                                        23,083         24,894
Trading assets                                     8,020          4,856
Loans and leases                                 117,353        116,425
Reserve for credit losses                         (2,477)        (2,481)
Due from brokers/dealers                           4,252          2,726
Mortgages held for resale                            904          2,188
Other assets                                      24,601         20,640
- --------------------------------------------------------------------------------
Total assets                                   $ 187,814      $ 181,873
- --------------------------------------------------------------------------------


LIABILITIES:
Deposits                                       $ 109,201      $ 116,101
Short-term borrowings                             18,788         17,648
Due to brokers/dealers                             5,561          3,823
Long-term debt                                    26,347         21,200
Trading liabilities                                3,329          2,334
Other liabilities                                  9,635          6,214
- --------------------------------------------------------------------------------
Total liabilities                                172,861        167,320
- --------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Preferred stock                                      566            691
Common stock                                      14,387         13,862
- --------------------------------------------------------------------------------
Total stockholders' equity                        14,953         14,553
- --------------------------------------------------------------------------------
Total liabilities and stockholders' equity     $ 187,814      $ 181,873
================================================================================

<PAGE>

                                                    FLEETBOSTON FINANCIAL
                                             CONSOLIDATED AVERAGE BALANCE SHEETS
                                                       ($ IN MILLIONS)


<TABLE>
<CAPTION>
                                                      March 31, 2000                  March 31, 1999
                                                      --------------                  --------------

                                                   Balance         Rate            Balance        Rate
- -----------------------------------------------------------------------------------------------------------------------
ASSETS:
<S>                                              <C>               <C>           <C>               <C>
Securities                                       $  24,237         6.50%         $  23,896         6.36%
Loans and leases                                   119,650         9.30            115,136         8.89
Mortgages held for resale                            1,198         8.08              3,867         6.86
Due from brokers/dealers                             3,922         5.27              3,404         4.41
Other earning assets                                16,680         5.74              9,901         6.15

       Total interest-earning assets               165,687         8.43%           156,204         8.18%
- ------------------------------------------------------------------------------------------------------------------------
Reserve for credit losses                           (2,536)          --             (2,444)         --
Other assets                                        35,176           --             29,200          --
- ------------------------------------------------------------------------------------------------------------------------
Total assets                                     $ 198,327           --          $ 182,960          --
========================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
       Savings - Domestic                        $  46,563         2.44%         $  46,824         2.16%
       Time - Domestic                              25,212         5.08             28,780         5.11
       International                                16,924         7.06             16,271         7.10
- ------------------------------------------------------------------------------------------------------------------------
             Total interest-bearing deposits        88,699         4.07             91,875         3.96
- ------------------------------------------------------------------------------------------------------------------------
Short-term borrowings                               25,990         5.63             21,444         4.92
Due to brokers/dealers                               5,062         5.39              3,865         4.12
Long-term debt                                      25,608         6.65             18,726         6.07
- ------------------------------------------------------------------------------------------------------------------------
       Total interest-bearing liabilities        $ 145,359         4.85%         $ 135,910         4.41%
========================================================================================================================

       Net interest spread                            --           3.58%              --           3.77%
========================================================================================================================

Demand deposits and other noninterest-
  bearing time deposits                          $  25,308            --         $  23,911          --
Other liabilities                                   12,901            --             8,774          --
- ------------------------------------------------------------------------------------------------------------------------
Total liabilities                                  183,568            --           168,595          --
- ------------------------------------------------------------------------------------------------------------------------
Stockholders' equity                                14,759            --            14,365          --
- ------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity       $ 198,327            --         $ 182,960          --
========================================================================================================================

Net interest margin                                   --           4.18%              --           4.35%
========================================================================================================================

</TABLE>

<PAGE>

                             FLEETBOSTON FINANCIAL
                              FINANCIAL HIGHLIGHTS


================================================================================
                                                         Three Months Ended

                                                       March 31,    March 31,
                                                         2000         1999
- --------------------------------------------------------------------------------
FOR THE PERIOD ($ IN MILLIONS)
Net Income - operating (a)                          $     808      $   661
Divestiture Gains/Integration charges, net of tax         149           --
Net Income - reported                                     957          661
Total Revenue (a)                                       4,079        3,239
Total Expense (a)                                       2,412        1,935
Provision for Credit Losses                               300          219

PER COMMON SHARE
Earnings per share - operating (a)                  $     .87      $   .68
Earnings per share - reported                            1.03          .68
Cash earnings per share - operating (a)                   .93          .75
Cash dividends declared                                   .30          .27
Book value (period-end)                                 15.93        15.07

AT PERIOD-END ($ IN BILLIONS)
Assets                                              $   187.8      $ 181.9
Loans                                                   117.4        116.4
Deposits                                                109.2        116.1
Total stockholders' equity                               15.0         14.6

RATIOS
Return on average assets (a)                             1.63%       1.44%
Return on common equity (a)                             22.59        18.92
Net interest margin                                      4.18         4.35
Efficiency ratio (a)                                     59.1         59.7
Total equity/assets (period-end)                          8.0          8.0
Tangible common equity/assets                             5.6          5.4
Tier 1 risk-based capital ratio                           6.9          6.8
Total risk-based capital ratio                           11.4         11.2

ASSET QUALITY ($ IN MILLIONS)
Nonperforming assets                                $     886      $   662
Reserve for credit losses                               2,477        2,481
Nonperforming assets as a % of loans                      .75%         .57%
Reserve for credit losses to period-end loans            2.11         2.13
Reserve for credit losses to nonperforming loans          295          397
Net charge-offs/average loans                             .92          .76
================================================================================

(a)  Excludes  the  impact of  divestiture  gains  and  merger  and  integration
     charges.



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