-----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, F6AXJ8Y5iolJIF/mDj2Nk1Sqnbs9+78RaDpowGXf2q2mfJzWfaa10AyJqDr+e3nx WZitpTE6PKN3pykQYZr38w== 0000914760-97-000020.txt : 19970222 0000914760-97-000020.hdr.sgml : 19970222 ACCESSION NUMBER: 0000914760-97-000020 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970213 SROS: NYSE 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32086 FILM NUMBER: 97530575 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: BAY BANKS SAVINGS PROFIT SHARING & STOCK OWERSHIP TRUST CENTRAL INDEX KEY: 0000918956 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O MARINE MIDLAND BANK ITS CO-TRUSTEE STREET 2: 250 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10177 BUSINESS PHONE: 2125032700 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Bank of Boston Corp. (NAME OF ISSUER) Common Stock, $1.50 par value (TITLE OF CLASS OF SECURITIES) 060716-10-7 CUSIP NUMBER *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). CUSIP NO. 072723-10-9 1. NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marine Midland Bank as co-trustee of the BayBanks Savings, Profit Sharing and Stock Ownership Trust (the "Trust") 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * Not applicable. (A) (B) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Marine Midland Bank is a state-chartered bank organized under the laws of the State of New York. NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 2,495,456 EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 PERSON 8. SHARED DISPOSITIVE POWER WITH 2,495,456 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,495,456 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES * Not applicable. 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.63% of 153,172,672 shares of Common Stock outstanding as of December 31, 1996 12. TYPE OF REPORTING PERSON * BK & EP The filing of this Statement on Schedule 13G is made by Marine Midland Bank, as co-trustee (the "Trustee") of the BayBanks Savings, Profit Sharing and Stock Ownership Trust (the "Trust," or the "Plan") voluntarily and does not constitute, and should not be construed as, an admission that either the Trust or the Trustee beneficially owns any securities covered by this Statement or is required to file this Statement for the Trust and the Trustee. In this connection, the Trust and the Trustee disclaim beneficial ownership of the securities covered by this Statement. Item 1(a) NAME OF ISSUER: Bank of Boston Corp. Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 100 Federal Street Boston, MA 02110 Item 2(a) NAME OF PERSON FILING: Marine Midland Bank as co-trustee of the BayBanks Savings, Profit Sharing and Stock Ownership Trust for employees of BayBanks, Inc. and Affiliated Companies Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: c/o Marine Midland Bank 250 Park Avenue New York, New York 10177 Attention: Stephen J. Hartman, Jr. Item 2(c) CITIZENSHIP: The Trust has been organized under the laws of the State of Massachusetts. The Trustee is a state chartered bank organized under the laws of the State of New York. Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, $1.50 par value. Item 2(d) CUSIP NUMBER: 060716-10-7 Item 3 THE PERSON FILING THIS STATEMENT IS A: [b] [x] Bank as defined in Section 3(a)(6) of the Act. [f] [x] The Trust is an Employee benefit plan which is subject to the provisions of the Employee Retirement Income Security Act of 1974. Item 4 OWNERSHIP (a) Amount Beneficially Owned: 2,495,456 (b) Percent of Class: 1.63% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 2,495,456 (iii) sole power to dispose or direct the disposition of: 0 (iv) shared power to dispose or direct the disposition of: 2,495,456 Of the 2,495,456 shares of Common Stock reported herein, 1,110,201 shares are held in the BayBanks, Inc. Common Stock Fund (the "Common Stock Fund") portion of the Trust (all of which are allocated to accounts of participants) and 1,385,255 are held in the Issuer's Employee Stock Ownership Plan (the "ESOP"). Under the Plan, the Trustee votes all shares in the Common Stock Fund portion of the Trust in accordance with the voting instructions received from participants in that fund and votes all allocated and unallocated shares of Common Stock in the ESOP in accordance with the voting instructions received from participants with allocated shares. The Plan provides that, in a tender offer, the Trustee will tender allocated ESOP shares and shares in the Common Stock Fund as instructed by the respective participants and will tender unallocated ESOP shares in the same proportion as it tenders allocated ESOP shares. 278,289 shares of Common Stock reported herein are allocated to accounts of participants of the ESOP. Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: See Item 5. Participants of the Plan are entitled to receive certain distributions or assets held by the Trust. Such distributions may include proceeds from dividends on, or the sale of, shares of Common Stock reflected in this Schedule 13G. Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable. Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable. Item 9 NOTICE OF DISSOLUTION OF GROUP: Not applicable. Item 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 correct. February 12, 1997 Date Marine Midland Bank (not in its individual or corporate capacity but solely as Trustee) /s/ Stephen J. Hartman, Jr. Signature Stephen J. Hartman, Jr. Senior Vice President Name/Title -----END PRIVACY-ENHANCED MESSAGE-----