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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): January 5, 1994
BANK OF BOSTON CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 1-6522 04-2471221
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Federal Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 434-2200
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Item 5. Other Events.
As previously reported, since November 1989, Bank of Boston Corporation (the
"Corporation") has provided information to the Securities and Exchange
Commission (the "Commission") pursuant to an inquiry from the Corporation's
announcement of results for the third quarter of 1989. The Corporation has
cooperated with the inquiry. The Corporation has previously reported its
understanding that the Commission intended to initiate an administrative
proceeding to determine whether certain aspects of the management's discussion
and analysis portion of the Corporation's Form 10-Q for the second quarter of
1989 did not comply with Section 13 (a) of the Securities Exchange Act of 1934.
On January 11, 1994, the Commission commenced such an administrative proceeding.
The Corporation believes that it complied with all applicable securities laws,
and that, in any event, the proceeding will not have a material impact on the
Corporation's financial condition or results of operations.
The Corporation has filed a shelf registration statement on Form S-3
(Registration No. 33-48418) (the "Registration Statement") pursuant to Rule 415
under the Securities Acts of 1933, as amended (the "Act"), covering one or more
proposed issuances of (i) debt securities and warrants to purchase debt
securities which in the aggregate will not exceed $750,000,000 or the equivalent
thereof in one or more foreign currencies, including composite currencies and
(ii) shares of preferred stock, which may be issued in the form of depositary
shares evidenced by depositary receipts, and warrants to purchase shares of
preferred stock which in the aggregate will not exceed $300,000,000. The
Registration Statement was declared effective by the Commission on July 31,
1992. On January 7, 1994 the Corporation filed a Prospectus Supplement, dated
January 5, 1994, with the Commission pursuant to Rule 424(b)(2) under the Act in
connection with the underwritten public offering by the Corporation of
$300,000,000 of the Corporation's 6 5/8% Subordinated Notes Due 2004 (the
"Subordinated Notes"). By filing this Current Report on Form 8-K, the
Corporation is incorporating by reference into the above-referenced Registration
Statement the information contained herein relating to the Subordinated Notes.
Item 7. Financial Statements and Exhibits.
(c)Exhibits
(1)Terms Agreement, dated January 5, 1994 among the Corporation and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Donaldson, Lufkin & Jenrette
Securities Corporation, Goldman, Sachs & Co., PaineWebber Incorporated and
Wertheim Schroder & Co. Incorporated, relating to the Subordinated Notes.
(4)Form of global certificate representing the Subordinated Notes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANK OF BOSTON CORPORATION
Dated: January 12, 1994 /S/ GARY A. SPIESS
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Gary A. Spiess
General Counsel and Clerk