-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DQvq3vxJ+Dfz2FtattJiaUahH4Wi3nd3fCx5u1CqE98hdkTVkmND/OMgJe75pK1V FyukWmwKzgZ5bPWuLoV92g== 0000050341-04-000093.txt : 20040402 0000050341-04-000093.hdr.sgml : 20040402 20040402140734 ACCESSION NUMBER: 0000050341-04-000093 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040401 FILED AS OF DATE: 20040402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FLEETBOSTON FINANCIAL CORP CENTRAL INDEX KEY: 0000050341 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 050341324 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174342200 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: FLEET BOSTON CORP DATE OF NAME CHANGE: 19991001 FORMER COMPANY: FORMER CONFORMED NAME: FLEET NORSTAR FINANCIAL GROUP INC DATE OF NAME CHANGE: 19920525 FORMER COMPANY: FORMER CONFORMED NAME: FLEET FINANCIAL GROUP INC DATE OF NAME CHANGE: 19880110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIFFORD CHARLES K CENTRAL INDEX KEY: 0001195062 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06366 FILM NUMBER: 04712970 MAIL ADDRESS: STREET 1: FLEETBOSTON FINANCIAL CORP STREET 2: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 4 1 edgar.xml PRIMARY DOCUMENT X0201 4 2004-04-01 1 0000050341 FLEETBOSTON FINANCIAL CORP FBF 0001195062 GIFFORD CHARLES K FLEETBOSTON FINANCIAL CORPORATION 100 FEDERAL STREET BOSTON MA 02110 1 1 0 0 Chairman and CEO Common Stock 2004-04-01 4 D 0 430151 D 0 D Common Stock 2004-04-01 4 D 0 981.4663 D 0 I As Custodian Common Stock 2004-04-01 4 D 0 101403 D 0 I By GRAT I Common Stock 2004-04-01 4 D 0 166618 D 0 I By GRAT II Performance Restricted Stk Units 2004-04-01 4 D 0 150000 0 D Common Stk 150000 0 D Restricted Stk Units 2004-04-01 4 D 0 144445 0 D Common Stk 144445 0 D Emp Stk Option 29.40 2004-04-01 4 D 0 86579 D 1999-10-01 2007-01-23 Common Stk 86579 0 D Emp Stk Option 36.55 2004-04-01 4 D 0 50881 D 1999-10-01 2006-01-25 Common Stk 50881 0 D Emp Stk Option 36.55 2004-04-01 4 D 0 40731 D 1999-10-01 2005-01-26 Common Stk 40731 0 D Emp Stk Option 37.68 2004-04-01 4 D 0 302022 D 1999-10-01 2008-01-22 Common Stk 302022 0 D Emp Stk Option 46.81 2004-04-01 4 D 0 39724 D 1999-10-01 2006-01-25 Common Stk 39724 0 D Emp Stk Option 46.81 2004-04-01 4 D 0 54366 D 1999-10-01 2007-01-23 Common Stk 54366 0 D Emp Stk Option 30.66 2004-04-01 4 D 0 302022 D 1999-10-01 2009-01-28 Common Stk 302022 0 D Emp Stk Option 36.38 2004-04-01 4 D 0 300000 D 2000-10-01 2009-09-30 Common Stk 300000 0 D Emp Stk Option 38.94 2004-04-01 4 D 0 300000 D 2001-10-01 2010-09-30 Common Stk 300000 0 D Emp Stk Option 36.38 2004-04-01 4 D 0 300000 D 2002-10-01 2011-09-30 Common Stk 300000 0 D Emp Stk Option 21.25 2004-04-01 4 D 0 300000 D 2003-10-15 2012-10-14 Common Stk 300000 0 D Disposed of pursuant to the merger agreement between FleetBoston Financial Corporation ("FleetBoston") and Bank of America Corporation ("Bank of America"). Each share was exchanged for .5553 of a share of Bank of America common stock having a market value of $81.47 per share on the effective date of the merger of FleetBoston with Bank of America (the "Merger"). These stock units, which were payable 1 to 1 in shares of FleetBoston common stock following the satisfaction of certain performance-based vesting conditions, vested in full on the effective date of the Merger, and are being paid out as unrestricted shares of Bank of America common stock as soon as practicable thereafter. The number of Bank of America shares being paid out is equal to the number of FleetBoston shares subject to each stock unit held immediately prior to the effective date multiplied by .5553 (rounded to the nearest whole share). These stock units, which were payable 1 to 1 in shares of FleetBoston common stock in annual installments of one third each beginning on February 17, 2005, were assumed by Bank of America in the Merger and replaced by Bank of America stock units. The number of shares subject to each new Bank of America stock unit is equal to the number of shares subject to each FleetBoston stock unit held immediately prior to the effective date of the Merger multiplied by .5553 (rounded to the nearest whole share) Right to buy. These options were assumed by Bank of America in the Merger and replaced by options to purchase Bank of America common stock. The number of shares subject to each new Bank of America option is equal to the number of shares subject to each FleetBoston option held immediately prior to the effective date of the Merger multiplied by .5553 (rounded to the nearest whole share), and the exercise price of each new Bank of America option is equal to the exercise price of each FleetBoston option divided by .5553 (rounded to the nearest whole cent). These options, which provided for vesting in annual installments of one third each beginning on the date shown, became fully exercisable on the effective date of the Merger. These options, which provided for vesting in annual installments of one fourth each beginning on the date shown, became fully exercisable on the effective date of the Merger. Martha R. Francis, Attorney-in-Fact for Charles K. Gifford 2004-04-02 -----END PRIVACY-ENHANCED MESSAGE-----