FLEETBOSTON FINANCIAL CORP
8-K, EX-99, 2000-08-22
NATIONAL COMMERCIAL BANKS
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                                                                      EXHIBIT 99

FOR IMMEDIATE RELEASE                                CONTACT: James E. Mahoney
                                                                (617) 434-9552

                         FLEETBOSTON FINANCIAL DECLARES
                   COMMON STOCK AND PREFERRED STOCK DIVIDENDS

                 FLEETBOSTON ALSO RENEWS SHAREHOLDER RIGHTS PLAN

         BOSTON, AUGUST 16, 2000 - The Board of Directors of FleetBoston
Financial (NYSE: FBF) today declared a regular quarterly dividend of $.30 per
share on its common stock. The dividend will be payable on October 1, 2000 to
shareholders of record on September 3, 2000.

         The Board of Directors also declared regular quarterly dividends of
$.453125 per depositary share on the corporation's 7.25 % Series V Perpetual
Preferred Stock (FBF pfF) and $.843750 per depositary share on the corporation's
6.75 % Series VI Perpetual Preferred Stock (FBF pfG).

         The preferred stock dividends for these two issues are payable on
October 15, 2000 to shareholders of record on October 1, 2000.

         In addition, the Board of Directors declared regular quarterly
dividends of $.825 per depositary share on the corporation's Series VII
Fixed/Adjustable Rate Cumulative Preferred Stock and $.825 per depositary share
on the corporation's Series VIII Fixed/ Adjustable Rate Cumulative Preferred
Stock.

         The preferred stock dividends on these two issues are payable on
October 1, 2000 to shareholders of record on September 15, 2000.

         FleetBoston Financial also announced today that it has approved a new
shareholder rights plan to replace a similar plan, adopted in 1990, which will
expire on November 21, 2000.

         Under the plan, one right will be distributed for each share of
FleetBoston common stock outstanding at the close of business on November 21,
2000. Initially, the rights will be attached to the common stock and will not be
exercisable. In general, the rights would become exercisable and trade
separately from the common stock (1) ten business days after any person or group
acquires 10% or more (or, in the case of a qualifying institutional investor,
15% or more) of FleetBoston's outstanding common stock or (2) ten business days


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(subject to extension by the Board of Directors) after any person or group
commences or announces an intention to commence a tender offer for 10% or more
of FleetBoston's common stock. Each right would entitle the holder to purchase
one ten thousandth of a share of a new series of junior participating preferred
stock at an exercise price of $175.

         If a person or group acquires 10% or more (or, in the case of a
qualifying institutional investor, 15% or more) of FleetBoston's common stock,
the rights held by the stockholders other than such person or group would become
exercisable to purchase the corporation's common stock at a 50% discount. In
addition, if FleetBoston is acquired in a merger or other business combination
transaction after a person or group has acquired 10% or more (or, in the case of
a qualifying institutional investor, 15% or more) of the corporation's common
stock, the rights held by stockholders other than such person or group would
become exercisable to purchase the acquiring company's common stock at a 50%
discount.

         The new rights will expire on November 22, 2010, or earlier if they are
redeemed or exchanged.

         As with shareholder rights plans generally, FleetBoston's new rights
plan is designed to enable the corporation's Board of Directors to protect
stockholder interests in the event of an unsolicited acquisition attempt. The
new rights plan was not adopted in response to any specific effort to acquire
control of the corporation, nor is FleetBoston aware of any such effort. The new
rights plan is not aimed at preventing a takeover, but rather at ensuring that
any potential acquirer negotiates with the corporation's Board of Directors
prior to attempting a takeover.

         FleetBoston Financial is the eighth-largest financial holding company
in the United States. A $181 billion diversified financial services company, it
offers a comprehensive array of innovative financial solutions to 20 million
customers in more than 20 countries and territories. Among the company's key
lines of business are: retail banking, with over 1,250 branches and over 3,400
ATMs in the Northeast; commercial banking, including capital markets/investment
banking and commercial finance; investment services, including discount
brokerage; and full-service banking through more than 250 offices in Latin
America. FleetBoston Financial is headquartered in Boston and listed on the New
York Stock Exchange (NYSE: FBF) and the Boston Stock Exchange (BSE: FBF).

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