FleetBoston Financial Corp. executives held "informal discussions" with other potential buyers this year before agreeing to sell to Bank of America Corp. in a hastily negotiated deal, according to a securities filing.
The other companies were not named in the filing, which is a preliminary version of the proxy statement that B of A plans to send to Fleet shareholders for their approval at a meeting next spring. But news reports and analysts have speculated that they include Citigroup Inc., Wachovia Corp., Bank One Corp., and U.S. Bancorp.
The filing, submitted Thursday, also details employment contracts B of A has drawn up with four key Fleet executives. It hints that B of A may be pushing to close the deal earlier than previously planned, on April 1 instead of June 30. And it describes how quickly the $47 billion deal came together last October, in less than a week of negotiations that left little time for due diligence.
"It's amazing how tight this time line was," said Lehman Brothers analyst Brock Vandervliet on Friday. The two sides apparently spent only a day and a half on due diligence, rather than the two to three weeks typical in large mergers, he said.
B of A may have wanted to act quickly to keep word of the deal from leaking to other would-be buyers, Mr. Vandervliet said. "Why deal with counteroffers if you can get it tied down?"
Though Fleet had approached Bank of America and other companies this year about selling, its discussions with B of A turned serious in September and early October, the filing said. Fleet chairman and chief executive Charles K. Gifford and other senior leaders met several times during that time with B of A chairman and CEO Kenneth D. Lewis and other top B of A officials.
On Oct. 21 Fleet's board gave Mr. Gifford the nod to negotiate a deal, and one was reached three days later, a Friday. The following Sunday, less than 18 hours before the deal was announced, the companies called in their investment bankers - Goldman Sachs & Co. for Bank of America and Morgan Stanley for Fleet - for oral opinions of the terms. (For their work, Goldman and Morgan will earn as much as $25 million each, the filing says.)
The following day the companies announced the $47 billion deal at a press conference in New York.
The filing also includes copies of the contracts B of A signed with several Fleet executives: president Eugene M. McQuade, who would become the president of the combined company; chief administrative officer H. Jay Sarles, who would become a vice chairman; Brad Warner, Fleet's head of personal financial services, who would oversee small-business and premier banking; and Brian Moynihan, Fleet's head of regional banking, who is to run wealth management.
Mr. McQuade would make $1.25 million a year in salary, or double his annual salary in 2001 and 2002. That's equal to what B of A chief financial officer James H. Hance Jr. made last year.
The filing does not include an employment agreement for Mr. Gifford, who would become B of A's chairman, apparently because it is still under negotiation. "We anticipate more employm ent agreements before the close of the merger," said B of A spokeswoman Eloise Hale.
