-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, spW3ZdTC4ws/7xfh3vExF8ejD2tvibPnlMrWt6iUPKS4p6yhMCdSciDSuICzlH9y YVdKeKwaGLYuPhDsCOeteg== 0000950135-95-000081.txt : 19950210 0000950135-95-000081.hdr.sgml : 19950210 ACCESSION NUMBER: 0000950135-95-000081 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950209 SROS: NASD SUBJECT COMPANY: 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-08574 FILM NUMBER: 95507436 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAYBANK /MA/ CENTRAL INDEX KEY: 0000902226 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 042732971 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 7 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6172731700 MAIL ADDRESS: STREET 1: 7 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803 SC 13G 1 SCHEDULE 13G FOR BAYBANK 1 OMB APPROVAL _______________________ OMB NUMBER 3235-0145 Expires: Estimated average burden hours per response..14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* BayBanks, Inc. (Name of Issuer) Common Stock, $2.00 par value (Title of Class of Securities) 072723-10-9 (CUSIP Number) Check the following box if a fee is being paid with this statement __. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 4 Pages 2 CUSIP No. 072723-10-9 13G Page 2 of 4 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BayBank, as Trustee ID # 04-2732971 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ____ Not Applicable (b) ____ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
5 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED 405,000 BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 40,191 7 SOLE DISPOSITIVE POWER 405,000 8 SHARED DISPOSITIVE POWER 776,151
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,181,151 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* XX 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.22% 12 TYPE OF REPORTING PERSON* BK, EP
*SEE INSTRUCTION BEFORE FILLING OUT! 3 Page 3 of 4 Pages ITEM 1(a) Name of Issuer: BayBanks, Inc. -------------- (b) Address of Issuer's Principal ----------------------------- Executive Offices: 175 Federal Street, Boston, MA 02110 ----------------- 2(a) Name of Person Filing: BayBank, as trustee of the BayBanks Retirement Plan, --------------------- as co-trustee of the BayBanks Savings, Profit Sharing and Stock Ownership Plan, and as trustee under various other trusts (b) Address of Principal Business 7 New England Executive Park, Burlington, MA 01803 ----------------------------- Office: ------ (c) Citizenship: Massachusetts ----------- (d) Title of Class of Securities: ---------------------------- Common Stock, $2.00 par value (e) CUSIP Number: 072723-10-9 ------------ 3 Type of Reporting Person: Bank, as defined in Section 3(a)(6) of the Act; ------------------------ Employee benefit plan 4 Ownership --------- (a) Amount Beneficially Owned: BayBank, in its capacities as trustee of the BayBanks ------------------------- Retirement Plan and as trustee of various other trusts, is the beneficial owner of 445,191 shares of BayBanks, Inc. Common Stock held by such Plan and trusts. BayBank, in its capacity as co-trustee of the BayBanks Savings, Profit Sharing and Stock Ownership Plan, may be deemed the beneficial owner of 735,960 shares held in the ESOP portion of that Plan. BayBank disclaims beneficial ownership of an additional 551,526 shares of BayBanks, Inc. Common Stock held by the BayBanks Savings, Profit Sharing and Stock Ownership Plan, as to which shares it has neither voting nor investment power. Marine Midland Bank, N.A. is the other Co-Trustee of the Plan. (b) Percent of Class: 6.22% ---------------- (c) (i) Sole Power to Vote or to Direct ------------------------------- the Vote: 405,000 -------- (ii) Shared Power to Vote or to -------------------------- Direct the Vote: 40,191 --------------- (iii) Sole Power to Dispose or to --------------------------- Direct the Disposition Of: 405,000 ------------------------- (iv) Shared Power to Dispose or to ----------------------------- Direct the Disposition Of: 776,151 -------------------------
4 Page 4 of 4 Pages 5 Ownership of 5% or Less of a Class: Not applicable ---------------------------------- 6 Ownership of More Than 5% on Behalf Shares as to which this Schedule is filed are held by ----------------------------------- BayBank as trustee of the BayBanks Retirement Plan, as of Another Person: co-trustee of the BayBanks Savings, Profit Sharing and ----------------- Stock Ownership Plan, or as trustee under various other trusts. Participants and beneficiaries of those plans and trusts have a pecuniary interest in the dividends from, and the proceeds of the sale of, the respective shares held by those plans and trusts. 7 Identification and Classification --------------------------------- of the Subsidiary Which Acquired -------------------------------- the Security Being Reported on by --------------------------------- the Parent Holding Company: Not applicable -------------------------- 8 Identification and Classification --------------------------------- of Members of the Group: Not applicable ----------------------- 9 Notice of Dissolution of Group: Not applicable ------------------------------
10 Certification: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and accurate. BAYBANK, as Trustee February 9, 1995 /s/ Michael W. Vasily - ---------------------------------- ------------------------------- Date Michael W. Vasily Senior Executive Vice President
-----END PRIVACY-ENHANCED MESSAGE-----