-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QzOSQlZHXTZ3ktH05roA2ZSa6GJR8sJYveSqr77mbfzgL2JYi4q+gKt+NG/uwokz PSUahamHIjPRGAMZxhrzLw== 0000950135-96-003378.txt : 19960808 0000950135-96-003378.hdr.sgml : 19960808 ACCESSION NUMBER: 0000950135-96-003378 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960807 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF BOSTON CORP CENTRAL INDEX KEY: 0000036672 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 042471221 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32086 FILM NUMBER: 96605130 BUSINESS ADDRESS: STREET 1: 100 FEDERAL ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174342200 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL BOSTON CORP DATE OF NAME CHANGE: 19830414 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAYBANKS INC CENTRAL INDEX KEY: 0000010497 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042008039 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 175 FEDERAL ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174821040 MAIL ADDRESS: STREET 1: 175 FEDERAL ST CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: BAYSTATE CORP DATE OF NAME CHANGE: 19760602 SC 13D/A 1 BAYBANKS, INC. AMENDMENT NO. 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) BANK OF BOSTON CORPORATION (Name of Issuer) Common Stock, $1.50 Par Value (Title of Class of Securities) 060716 10 7 -------------- (CUSIP Number) Michael W. Vasily Executive Vice President BayBanks, Inc. 100 Federal Street Boston, Massachusetts 02211 (617) 482-1040 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Jerry V. Klima, Esq. Palmer & Dodge One Beacon Street Boston, Massachusetts 02108 (617) 573-0100 July 29, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with this statement: [ ] 2 ================================================================================ CUSIP No. 060716 10 7 13D Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BayBanks, Inc. IRS Identification No. 04-2008039 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 891,000 SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 65,031 REPORTING -------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 915,707 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,463,879 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,379,587 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ================================================================================ 3 CUSIP No. 060716 10 7 Page 3 of 5 Pages ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, $1.50 par value per share ("Common Stock"), of Bank of Boston Corporation ("Bank of Boston"), a Massachusetts corporation. The principal executive offices of Bank of Boston are located at 100 Federal Street, Boston, Massachusetts 02110. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) and (f) This statement is being filed by BayBanks, Inc. ("BayBanks"), a Massachusetts corporation. The principal executive offices of BayBanks are located at 100 Federal Street, Boston, Massachusetts 02110. BayBanks is a commercial banking company that provides a full range of financial services to individuals, businesses, governmental units, and other banks in the New England region. The name, principal occupation, business address and citizenship of each of the executive officers and directors of BayBanks is set forth on Schedule I hereto. (d) and (e) During the last five years, neither BayBanks nor, to the best of BayBanks' knowledge, any of the individuals named in Schedule I hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not applicable. ITEM 4. PURPOSE OF TRANSACTION This Amendment No. 1 to Schedule 13D is being filed to report the disposition of beneficial ownership of 22,400,761 shares of the common stock of Bank of Boston resulting from the expiration, unexercised and for no consideration, of an option to purchase that number of shares, which option was granted to BayBanks in connection with the execution of the December 12, 1995 Agreement and Plan of Merger (the "Merger Agreement") by BayBanks and Bank of Boston. The option was exercisable only in certain circumstances relating to a potential change in control of Bank of Boston, none of which occurred. Pursuant to the Merger Agreement, a wholly-owned subsidiary of Bank of Boston merged with and into BayBanks (the "Merger"), effective at the opening of business on July 29, 1996, and BayBanks became a wholly-owned subsidiary of Bank of Boston. The option expired simultaneously with the Merger. A copy of the Merger Agreement was filed as EXHIBIT A to the Schedule 13D filed by BayBanks on December 22, 1995. 4 CUSIP No. 060716 10 7 Page 4 of 5 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b) As trustee under trusts established for various BayBanks employee benfit plans and established by its customers, BayBank, N.A., a wholly-owned subsidiary of BayBanks, has or may be deemed to have (i) sole investment power over 915,707 shares of Common Stock, (ii) shared investment power over 1,463,879 shares, (iii) sole voting power over 891,000 shares, and (iv) shared voting power over 65,031 shares. BayBank, N.A. disclaims beneficial ownership of an additional 1,167,947 shares of Common Stock held by the BayBanks Savings, Profit Sharing and Stock Ownership Plan, for which Plan it is a trustee but as to which shares it has neither voting nor investment power. (c) Other than (i) transactions in the ordinary course by BayBank, N.A. as trustee for any of the trust accounts described above that may have occurred during the past 60 days, and (ii) the conversion of the shares of BayBanks common stock held in such trust accounts or by the individuals named in Schedule I hereto into shares of Common Stock pursuant to the Merger, neither BayBanks nor, to BayBanks' knowledge, any of the individuals named in Schedule I hereto, has effected any transaction in the Common Stock during the past 60 days. (d) Other than as may be provided in the applicable instrument with respect to each of the trusts described above, BayBanks does not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Stock. (e) Inapplicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. SIGNATURE --------- After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated as of August 6, 1996 BAYBANKS, INC. By: /s/ Michael W. Vasily ------------------------ Michael W. Vasily Executive Vice President 5 CUSIP No. 060716 10 7 Page 5 of 5 Pages SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF BAYBANKS, INC. -------------------------------------------------- The name, present principal occupation or employment, and business address of each of the directors and executive officers of BayBanks is set forth below. Unless otherwise indicated, each individual listed below is a citizen of the United States. Executive Officers - ------------------ William M. Crozier, Jr. Joan E. Tonra Chairman, Bank of Boston Corporation Senior Vice President President, BayBanks, Inc. BayBanks, Inc. 100 Federal Street 100 Federal Street Boston, MA 02110 Boston, MA 02110 Richard F. Pollard Vice Chairman Directors BayBanks, Inc. --------- 100 Federal Street Boston, MA 02110 Peter J. Manning Executive Director, Mergers and Donald L. Isaacs Acquisitions Vice Chairman Bank of Boston Corporation BayBanks, Inc. 100 Federal Street 100 Federal Street Boston, MA 02110 Boston, MA 02110 William J. Parent Ilene Beal Director, Mergers and Acquisitions Executive Vice President First National Bank of Boston BayBanks, Inc. 100 Federal Street 100 Federal Street Boston, MA 02110 Boston, MA 02110 Michael W. Vasily Executive Vice President BayBanks, Inc. 100 Federal Street Boston, MA 02110 -----END PRIVACY-ENHANCED MESSAGE-----