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As filed with the Securities and Exchange Commission on July 29, 1996
Registration No. 333-_______
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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)
1978 STOCK OPTION PLAN FOR KEY EMPLOYEES OF BAYBANKS, INC. AND AFFILIATES
1988 STOCK OPTION PLAN FOR KEY EMPLOYEES OF BAYBANKS, INC. AND AFFILIATES
BAYBANKS, INC. SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP PLAN
(Full titles of the plans)
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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
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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)
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Common Stock, par value 750,000 shares $51.625 $38,718,750 $13,351.29
$1.50 per share (3)
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<FN>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the BayBanks, Inc. Savings, Profit Sharing and Stock
Ownership 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 July 23, 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.
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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 BayBanks, Inc. Savings, Profit Sharing and Stock Ownership Plan
(the "Savings Plan") hereby incorporates by reference into this registration
statement the Savings 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 Savings
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 July 15, 1996, Mr. Spiess had a direct or indirect interest in 31,729 shares
of Common Stock and had options to purchase an additional 60,083 shares, of
which options to purchase 42,116 shares will be exercisable within 60 days after
July 15, 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, and to directors of wholly-owned
subsidiaries 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 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.
In addition, as permitted by Section 67 of Chapter 156B of the
Massachusetts General Laws, the Corporation maintains liability insurance
covering directors and officers of the Corporation and its subsidiaries.
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 Savings
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; and
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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 Savings 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
26th day of July, 1996.
BANK OF BOSTON CORPORATION
By /s/ GARY A. SPIESS
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(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
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Chairman of the Board of
/s/ CHARLES K. GIFFORD* Directors, Chief Executive
- -------------------------------- Officer and Director (Chief
(Charles K. Gifford) Executive Officer) July 26, 1996
President and Chief
/s/ HENRIQUE DE CAMPOS MEIRELLES Operating Officer July 26, 1996
- --------------------------------- and Director
(Henrique de Campos Meirelles)
Vice Chairman, Chief
/s/ WILLIAM J. SHEA* Financial Officer and
- --------------------------------- Treasurer (Chief Financial July 26, 1996
(William J. Shea) Officer)
/s/ ROBERT T. JEFFERSON* Comptroller (Chief Accounting July 26, 1996
- --------------------------------- Officer)
(Robert T. Jefferson)
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SIGNATURE TITLE DATE
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/s/ WAYNE A. BUDD*
- ---------------------------- Director July 26, 1996
(Wayne A. Budd)
/s/ WILLIAM F. CONNELL* Director July 26, 1996
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(William F. Connell)
/s/ GARY L. COUNTRYMAN* Director July 26, 1996
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(Gary L. Countryman)
/s/ ALICE F. EMERSON*
- ---------------------------- Director July 26, 1996
(Alice F. Emerson)
/s/ THOMAS J. MAY*
- ---------------------------- Director July 26, 1996
(Thomas J. May)
/s/ DONALD F. MCHENRY*
- ---------------------------- Director July 26, 1996
(Donald F. McHenry)
/s/ PAUL C. O'BRIEN* Director July 26, 1996
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(Paul C. O'Brien)
/s/ JOHN W. ROWE* Director July 26, 1996
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(John W. Rowe)
/s/ RICHARD A. SMITH* Director July 26, 1996
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(Richard A. Smith)
/s/ WILLIAM C. VAN FAASEN* Director July 26, 1996
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(William C. Van Faasen)
/s/ THOMAS B. WHEELER* Director July 26, 1996
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(Thomas B. Wheeler)
/s/ ALFRED M. ZEIEN*
- ---------------------------- Director July 26, 1996
(Alfred M. Zeien)
*By: /s/ GARY A. SPIESS
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(Gary A. Spiess, Attorney-in-Fact)
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THE SAVINGS PLAN. Pursuant to the requirements of the Securities Act
of 1933, the Savings 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 26th day of July, 1996.
BAYBANKS, INC. SAVINGS, PROFIT
SHARING AND STOCK OWNERSHIP PLAN
By /s/ ILENE BEAL
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(Ilene Beal)
(Chairman, the BayBanks
Profit Sharing Committee)
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