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As filed with the Securities and Exchange Commission on September 27, 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)
BANK OF BOSTON CORPORATION
SHARED OPPORTUNITIES PROGRAM
(Full title of the plan)
---------------------------
JANICE B. LIVA, ESQ.
GARY A. SPIESS, ESQ. Assistant General Counsel
General Counsel and Clerk 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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Amount Proposed Maximum Proposed Maximum
Title of Securities to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Unit (1) Price (1) Registration Fee (1)
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Common Stock, par value 2,750,000 shares $55.50 $152,625,000 $52,629.31
$1.50 per share (2)
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<FN>
(1) 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 September 24, 1996, as reported on the consolidated
reporting system.
(2) 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.
All documents subsequently filed by the Corporation 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.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock 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 September 16,
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 September 16,
1996.
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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 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.
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Item 8. Exhibits.
5 Opinion of Gary A. Spiess, Esq., as to the validity of the shares
of Common Stock offered herein.
23(a) Consent of Gary A. Spiess, Esq. (included in Exhibit 5).
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 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.
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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
27th day of September, 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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/s/ CHARLES K. GIFFORD* Chief Executive Officer and September 27, 1996
- ----------------------------- Director (Chief Executive Officer)
(Charles K. Gifford)
/s/ WILLIAM M. CROZIER, JR.* Chairman of the Board of Directors September 27, 1996
- ----------------------------- and Director
(William M. Crozier, Jr.)
/s/ HENRIQUE D. MEIRELLES* President and Chief Operating September 27, 1996
- ----------------------------- Officer and Director
(Henrique D. Meirelles)
/s/ WILLIAM J. SHEA* Vice Chairman, Chief Financial September 27, 1996
- ----------------------------- Officer and Treasurer (Chief
(William J. Shea) Financial Officer)
/s/ ROBERT T. JEFFERSON* Comptroller (Chief Accounting September 27, 1996
- ----------------------------- Officer)
(Robert T. Jefferson)
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SIGNATURE TITLE DATE
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/s/ WAYNE A. BUDD*
--------------------------- Director September 27, 1996
(Wayne A. Budd)
/s/ JOHN A. CERVIERI JR.*
--------------------------- Director September 27, 1996
(John A. Cervieri Jr.)
/s/ WILLIAM F. CONNELL*
--------------------------- Director September 27, 1996
(William F. Connell)
/s/ GARY L. COUNTRYMAN*
--------------------------- Director September 27, 1996
(Gary L. Countryman)
/s/ ALICE F. EMERSON*
--------------------------- Director September 27, 1996
(Alice F. Emerson)
/s/ THOMAS J. MAY*
--------------------------- Director September 27, 1996
(Thomas J. May)
/s/ DONALD F. MCHENRY*
--------------------------- Director September 27, 1996
(Donald F. McHenry)
/s/ PAUL C. O'BRIEN*
--------------------------- Director September 27, 1996
(Paul C. O'Brien)
/s/ THOMAS R. PIPER*
--------------------------- Director September 27, 1996
(Thomas R. Piper)
/s/ JOHN W. ROWE*
--------------------------- Director September 27, 1996
(John W. Rowe)
/s/ RICHARD A. SMITH*
--------------------------- Director September 27, 1996
(Richard A. Smith)
/s/ GLEN P. STREHLE*
--------------------------- Director September 27, 1996
(Glen P. Strehle)
/s/ WILLIAM C. VAN FAASEN*
--------------------------- Director September 27, 1996
(William C. Van Faasen)
/s/ THOMAS B. WHEELER*
--------------------------- Director September 27, 1996
(Thomas B. Wheeler)
/s/ ALFRED M. ZEIEN*
--------------------------- Director September 27, 1996
(Alfred M. Zeien)
*By: /s/ GARY A. SPIESS
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(Gary A. Spiess, Attorney-in-Fact)
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