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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): December 16, 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.
Bank of Boston Corporation ("the Corporation") has
filed a shelf registration statement on Form S-3
(Registration No. 33-52571) (the "Registration
Statement") pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act"),
covering one or more proposed issuances of up to
$1,500,000,000 in aggregate initial offering price
of (i) debt securities and warrants to purchase
debt securities, (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 and
(iii) shares of common stock and warrants to
purchase shares of common stock. The Registration
Statement, as amended by Amendment No. I thereto,
was declared effective by the Securities and
Exchange Commission (the "Commission") on March 18,
1994. On December 20, 1994, the Corporation filed
a Prospectus Supplement, dated December 16, 1994,
with the Commission pursuant to Rule 424(b)(2)
under the Act in connection with the establishment
of a program to offer up to $1 billion aggregate
initial offering price of its senior and
subordinated Medium-Term Notes (the "Notes"). The
Notes, which may be offered from time to time, will
be issued under the above Registration Statement
and will be due nine months or more from the date
of issue. 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
Notes.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
1 Distribution Agreement, dated December 16, 1994, among the
Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Goldman, Sachs & Co., Lehman Brothers,
and PaineWebber Incorporated relating to the Notes.
4(a) Form of global certificate representing the senior
fixed rate Notes.
4(b) Form of global certificate representing the senior
floating rate Notes.
4(c) Form of global certificate representing the
subordinated fixed rate Notes.
4(d) Form of global certificate representing the
subordinated floating rate Notes.
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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: December 21, 1994 /s/ Gary A. Spiess
Gary A. Spiess
General Counsel and Clerk