8-K 1 e8-k.txt FLEETBOSTON FINANCIAL CORPORATION 1 ================================================================================ 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): June 30, 2000 FLEETBOSTON FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Rhode Island 1-6366 05-0341324 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)
One Federal Street, Boston, Massachusetts 02110 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 346-4000 ================================================================================ 2 -2- Item 5. Other Events. On June 30, 2000, FleetBoston Financial Corporation (the "Corporation") completed the public offering of 12,000,000 8.80% Trust Originated Preferred Securities(SM) ("TOPrS(SM)" or the "Preferred Securities") of Fleet Capital Trust VI, a subsidiary trust of the Corporation (the "Trust"), at $25 per Preferred Security. Each Preferred Security will pay cumulative cash distributions at an annual rate of 8.80% of the liquidation amount of $25 per Preferred Security, payable quarterly commencing September 30, 2000. The Preferred Securities are fully and unconditionally guaranteed by the Corporation. In connection with the issuance of the Preferred Securities, the Corporation issued $309,279,000 aggregate principal amount of its 8.80% Junior Subordinated Deferrable Interest Debentures due 2030 (the "Debentures") to the Trust. The Preferred Securities and the Debentures were issued pursuant to the shelf registration statement on Form S-3 (Registration Statement No. 333-36444) of the Corporation, the Trust and certain other subsidiary trusts of the Corporation. SM -- "Trust Originated Preferred Securities" and "TOPrS" are service marks of Merrill Lynch & Co., Inc. Item 7. Financial Statements and Exhibits. (c) Exhibits. 1 Purchase Agreement, dated June 21, 2000, among the Corporation, the Trust, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Fleet Securities, Inc., Morgan Stanley & Co. Incorporated, Prudential Securities Incorporated, Salomon Smith Barney Inc. and Tucker Anthony Incorporated, as representatives of the several Underwriters named therein. 4(a) Amended and Restated Declaration of Trust of the Trust, dated as of June 30, 2000, among the Corporation, as sponsor, the Trustees named therein and the holders, from time to time, of undivided beneficial interests in the Trust. 4(b) Indenture, dated as of June 30, 2000, between the Corporation and the Bank of New York, as Trustee. 4(c) First Supplemental Indenture, dated as of June 30, 2000, between the Corporation and the Bank of New York, as Trustee. 4(d) Form of Preferred Security (included in Exhibit 4(a)). 3 -3- 4(e) Form of Junior Subordinated Debenture (included in Exhibit 4(c)). 4(f) Preferred Securities Guarantee Agreement, dated as of June 30, 2000, between the Corporation and The Bank of New York, as Trustee. 4 -4- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FLEETBOSTON FINANCIAL CORPORATION Dated: July 7, 2000 By /s/ GARY A. SPIESS ----------------------------------------- Gary A. Spiess Senior Vice President and Senior Deputy General Counsel, Assistant Secretary