As filed with the Securities and Exchange Commission on January 19, 1996
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BANK OF BOSTON CORPORATION
(Exact name of registrant as specified in its charter)
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MASSACHUSETTS 04-2471221
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(Address of Principal Executive Offices) (Zip Code)
THRIFT-INCENTIVE PLAN OF THE FIRST NATIONAL BANK
OF BOSTON AND CERTAIN AFFILIATED COMPANIES
(Full title of the plan)
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GARY A. SPIESS, ESQ. JANICE B. LIVA, ESQ.
General Counsel and Clerk Assistant General Counsel and Assistant Clerk
BANK OF BOSTON CORPORATION BANK OF BOSTON CORPORATION
100 FEDERAL STREET 100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02110
617-434-2870 617-434-8630
(Names, addresses and telephone numbers, including area codes, of agents for
service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Per Aggregate Registration Fee
to be Registered (1) Registered (1) Unit (2) Offering Price (2) (2)
===============================================================================================================
Common Stock, par value 5,000,000 shares $42.4375 $212,187,500 $73,168.10
$2.25 per share (3)
===============================================================================================================
(1) Pursuant to Rule 429(b) under the Securities Act of 1933, this
registration statement covers an additional 163,321 shares of Common
Stock and related plan interests registered pursuant to Registration
No. 33-23407, and being carried forward, and for which a filing fee of
$883.49 was previously paid. In addition, pursuant to Rule 416(c),
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the plan.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices
of the Common Stock on January 12, 1996, as reported on the
consolidated reporting system.
(3) Includes Preferred Stock Purchase Rights. Prior to the occurrence of
certain events, the Rights will not be exercisable or evidenced
separately from the Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Bank of Boston Corporation (the "Corporation") hereby incorporates by
reference into this registration statement the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):
a. The Corporation's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
b. All other reports filed by the Corporation pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered
by the annual report referred to in (a) above;
c. The description of the Corporation's common stock (the "Common
Stock") contained in the Corporation's registration statement filed
under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description; and
d. The description of the Corporation's Preferred Stock Purchase Rights
contained in the Corporation's registration statement on Form 8-A
dated July 2, 1990, including any amendment or report filed for the
purpose of updating such description.
The Thrift-Incentive Plan of The First National Bank of Boston and
Certain Affiliated Companies (the "Plan") hereby incorporates by reference into
this registration statement the Plan's latest annual report filed pursuant to
the Exchange Act, as heretofore filed with the Commission.
All documents subsequently filed by the Corporation or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock and the interests offered
herein has been passed upon for the Corporation by Gary A. Spiess, General
Counsel of the Corporation, 100 Federal Street, Boston, Massachusetts 02110.
Mr. Spiess is also an officer of certain other subsidiaries of the Corporation.
As of January 12, 1996, Mr. Spiess had a direct or indirect interest in 28,710
shares of Common Stock and had options to purchase an additional 59,503 shares,
of which options to purchase 58,157 shares will be exercisable within 60 days
after January 12, 1996.
Item 6. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws authorizes a
corporation to indemnify any director, officer, employee or other agent of the
corporation to whatever extent specified in or authorized by (a) the articles of
organization, (b) a by-law adopted by the stockholders or (c) a vote adopted by
the holders of a majority of the shares of stock entitled to vote on the
election of directors.
The Corporation's By-Laws provide indemnity to the Corporation's
directors and officers in such capacity or as directors or officers of a wholly-
owned subsidiary of the Corporation for liability resulting from judgments,
fines, expenses or settlement amounts incurred in connection with any action,
including an action by or in the right of the Corporation, brought against such
person in such capacity. Under Massachusetts law and the By-laws, no
indemnification may be provided for any person with respect to any matter as to
which he or she shall have been adjudicated in any proceeding not to have acted
in good faith in the reasonable belief that his or her action was in the best
interest of the Corporation or of such subsidiary. The By-Laws also provide
that, with respect to any matter disposed of by a compromise payment by such
director or officer pursuant to a consent decree or otherwise, no
indemnification shall be provided unless such indemnification shall be ordered
by a court or such compromise shall be approved as being in the best interest of
the Corporation, after notice that it involves such indemnification: (a) by a
disinterested majority of the directors then in office, (b) by a majority of the
disinterested directors then in office, provided that there has been obtained an
opinion in writing of independent counsel to the effect that such person appears
to have acted in good faith in the reasonable belief that his or her action was
in the best interests of the Corporation or (c) by the holders of a majority of
the outstanding stock at the time entitled to vote for directors, exclusive of
any stock owned by any interested director or officer. Under Massachusetts law,
a court may uphold indemnification in connection with a suit in which there is a
recovery by or in the right of the corporation.
The By-Laws also provide for indemnification for all other directors and
officers of the Corporation's wholly-owned subsidiaries to the extent authorized
by the Board of Directors in each individual case, based on the same statutory
standard set forth in the preceding paragraph. Where such a person is wholly
successful in defending the claim, he or she shall be entitled to
indemnification. Directors and officers of other subsidiaries and employees and
agents of the
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Corporation and any subsidiaries may be indemnified as determined by the Board
from time to time.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5(a) Opinion of Gary A. Spiess, Esq., as to the validity of the shares
of Common Stock and the interests offered herein.
5(b) Internal Revenue Service determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code.
23(a) Consent of Gary A. Spiess, Esq. (included in Exhibit 5(a)).
23(b) Consent of Coopers & Lybrand L.L.P.
23(c) Consent of KPMG Peat Marwick LLP.
24 Power of Attorney of certain officers and directors.
Item 9. Undertakings.
The Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
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The Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each
filing of the Plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the provisions described in Item 6, or otherwise, the
Corporation has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Corporation will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the
19th day of January, 1996.
BANK OF BOSTON CORPORATION
By /s/ GARY A. SPIESS
------------------------------
(Gary A. Spiess)
(General Counsel and Clerk)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board of
/s/ CHARLES K. GIFFORD* Directors, President and Chief
- --------------------------- Executive Officer and Director January 19, 1996
(Charles K. Gifford) (Chief Executive Officer)
/s/ WILLIAM J. SHEA* Vice Chairman, Chief Financial
- --------------------------- Officer and Treasurer (Chief
(William J. Shea) Financial Officer) January 19, 1996
/s/ ROBERT T. JEFFERSON* Comptroller (Chief Accounting January 19, 1996
- --------------------------- Officer)
(Robert T. Jefferson)
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ WAYNE A. BUDD* Director January 19, 1996
- ---------------------------
(Wayne A. Budd)
/s/ WILLIAM F. CONNELL* Director January 19, 1996
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(William F. Connell)
/s/ GARY L. COUNTRYMAN* Director January 19, 1996
- ---------------------------
(Gary L. Countryman)
- --------------------------- Director January , 1996
(Alice F. Emerson)
/s/ THOMAS J. MAY* Director January 19, 1996
- ---------------------------
(Thomas J. May)
- --------------------------- Director January , 1996
(Donald F. McHenry)
- --------------------------- Director January , 1996
(J. Donald Monan)
/s/ PAUL C. OBRIEN* Director January 19, 1996
- ---------------------------
(Paul C. OBrien)
- --------------------------- Director January , 1996
(John W. Rowe)
/s/ RICHARD A. SMITH* Director January 19, 1996
- ---------------------------
(Richard A. Smith)
/s/ WILLIAM C. VAN FAASEN* Director January 19, 1996
- ---------------------------
(William C. Van Faasen)
- --------------------------- Director January , 1996
(Thomas B. Wheeler)
- --------------------------- Director January , 1996
(Alfred M. Zeien)
*By: /s/ GARY A. SPIESS
-----------------------
(Gary A. Spiess,
Attorney-in-Fact)
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
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the Plan has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on the 19th day of January, 1996.
THRIFT-INCENTIVE PLAN OF THE FIRST NATIONAL
BANK OF BOSTON AND CERTAIN AFFILIATED COMPANIES
By /s/ HELEN G. DRINAN
-------------------------------------------
(Helen G. Drinan)
(Member, Thrift-Incentive Plan Committee of
The First National Bank of Boston and
Certain Affiliated Companies)
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