-----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, UMySEaFscvOhymRG0puFR1XuyBgm351ltAV4z6DAOdo4Y2qOUmPHz8lCcGMHSlO3 anLQ6zUs8XanrxS8n1w7wA== 0000927016-96-000010.txt : 19960122 0000927016-96-000010.hdr.sgml : 19960122 ACCESSION NUMBER: 0000927016-96-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960119 EFFECTIVENESS DATE: 19960207 SROS: NYSE FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00297 FILM NUMBER: 96505481 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 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on January 19, 1996 Registration No. 33-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BANK OF BOSTON CORPORATION (Exact name of registrant as specified in its charter) ------------------------------------------------------------ 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) THRIFT-INCENTIVE PLAN OF THE FIRST NATIONAL BANK OF BOSTON AND CERTAIN AFFILIATED COMPANIES (Full title of the plan) ---------------------------- 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) ---------------------------- CALCULATION OF REGISTRATION FEE
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) =============================================================================================================== Common Stock, par value 5,000,000 shares $42.4375 $212,187,500 $73,168.10 $2.25 per share (3) ===============================================================================================================
(1) Pursuant to Rule 429(b) under the Securities Act of 1933, this registration statement covers an additional 163,321 shares of Common Stock and related plan interests registered pursuant to Registration No. 33-23407, and being carried forward, and for which a filing fee of $883.49 was previously paid. In addition, pursuant to Rule 416(c), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 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 January 12, 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. 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 Thrift-Incentive Plan of The First National Bank of Boston and Certain Affiliated Companies (the "Plan") hereby incorporates by reference into this registration statement the 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 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. -2- 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 January 12, 1996, Mr. Spiess had a direct or indirect interest in 28,710 shares of Common Stock and had options to purchase an additional 59,503 shares, of which options to purchase 58,157 shares will be exercisable within 60 days after January 12, 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 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 -3- Corporation and any subsidiaries may be indemnified as determined by the Board from time to time. 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 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. (3) To remove registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. -4- 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 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. -5- 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 19th day of January, 1996. BANK OF BOSTON CORPORATION By /s/ GARY A. SPIESS ------------------------------ (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 --------- ----- ---- Chairman of the Board of /s/ CHARLES K. GIFFORD* Directors, President and Chief - --------------------------- Executive Officer and Director January 19, 1996 (Charles K. Gifford) (Chief Executive Officer) /s/ WILLIAM J. SHEA* Vice Chairman, Chief Financial - --------------------------- Officer and Treasurer (Chief (William J. Shea) Financial Officer) January 19, 1996 /s/ ROBERT T. JEFFERSON* Comptroller (Chief Accounting January 19, 1996 - --------------------------- Officer) (Robert T. Jefferson) -6- SIGNATURE TITLE DATE --------- ----- ---- /s/ WAYNE A. BUDD* Director January 19, 1996 - --------------------------- (Wayne A. Budd) /s/ WILLIAM F. CONNELL* Director January 19, 1996 - --------------------------- (William F. Connell) /s/ GARY L. COUNTRYMAN* Director January 19, 1996 - --------------------------- (Gary L. Countryman) - --------------------------- Director January , 1996 (Alice F. Emerson) /s/ THOMAS J. MAY* Director January 19, 1996 - --------------------------- (Thomas J. May) - --------------------------- Director January , 1996 (Donald F. McHenry) - --------------------------- Director January , 1996 (J. Donald Monan) /s/ PAUL C. OBRIEN* Director January 19, 1996 - --------------------------- (Paul C. OBrien) - --------------------------- Director January , 1996 (John W. Rowe) /s/ RICHARD A. SMITH* Director January 19, 1996 - --------------------------- (Richard A. Smith) /s/ WILLIAM C. VAN FAASEN* Director January 19, 1996 - --------------------------- (William C. Van Faasen) - --------------------------- Director January , 1996 (Thomas B. Wheeler) - --------------------------- Director January , 1996 (Alfred M. Zeien) *By: /s/ GARY A. SPIESS ----------------------- (Gary A. Spiess, Attorney-in-Fact) -7- The Plan. Pursuant to the requirements of the Securities Act of 1933, ---------- the 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 19th day of January, 1996. THRIFT-INCENTIVE PLAN OF THE FIRST NATIONAL BANK OF BOSTON AND CERTAIN AFFILIATED COMPANIES By /s/ HELEN G. DRINAN ------------------------------------------- (Helen G. Drinan) (Member, Thrift-Incentive Plan Committee of The First National Bank of Boston and Certain Affiliated Companies) -8- EX-5.A 2 OPINION OF GARY A. SPIESS, ESQUIRE EXHIBIT 5(A) January 19, 1996 Bank of Boston Corporation 100 Federal Street Boston, Massachusetts 02110 Re: BANK OF BOSTON CORPORATION'S REGISTRATION STATEMENT ON FORM S-8 RELATING TO THE THRIFT-INCENTIVE PLAN OF THE FIRST NATIONAL BANK OF BOSTON AND CERTAIN AFFILIATED COMPANIES Ladies and Gentlemen: As General Counsel of Bank of Boston Corporation (the "Corporation") and The First National Bank of Boston (the "Bank"), I, and other attorneys in this office, have participated with the Corporation, its officers and officers of the Bank in the preparation for filing with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-8 (the "Registration Statement") covering 5,000,000 shares (together with an additional 163,321 shares remaining under Registration No. 33-23407 and being carried forward, the "Shares") of the Corporation's Common Stock, par value $2.25 per share, as well as an indeterminate amount of related interests (the "Interests") in the Thrift- Incentive Plan of The First National Bank of Boston and Certain Affiliated Companies (the "Plan"), which Shares and Interests may hereafter be acquired by participants ("Participants") in the Plan. In connection with filing the Registration Statement, the rules and regulations of the Commission require my opinion, in my capacity as General Counsel of the Corporation, on the matters set forth below. In rendering this opinion, I, and other attorneys in this office working under my supervision, have examined and relied upon originals or copies, certified or otherwise, of all such corporate records, documents, agreements or other instruments of the Corporation, and have made such investigation of law and have discussed with the officers of the Corporation and the Bank such questions of fact as we have deemed necessary or appropriate. In rendering this opinion, I have relied upon certificates and statements of officers and directors of the Corporation and the Bank as to factual matters, and have assumed the genuiness of all documents submitted as copies. Based upon and subject to the foregoing, I am of the opinion that the Shares will be, upon the issuance thereof pursuant to the terms of the Plan, legally issued, fully paid and non-assessable. Bank of Boston Corporation - 2 - January 19, 1996 I am also of the opinion that the Plan confers valid Interests upon Participants, to the extent and upon the terms and conditions described in the Plan. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of my name in the Registration Statement under the caption "Interests of Named Experts and Counsel." Very truly yours, /s/ GARY A. SPIESS Gary A. Spiess General Counsel EX-5.B 3 IRS DETERMINATION LETTER EXHIBIT 5(B) INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR G.P.O. BOX 1680 BROOKLYN, NY 11202 Employer Identification Number: Date: SEP 14, 1995 04-2472499 File Folder Number: THE FIRST NATIONAL BANK OF BOSTON 043001973 C/O JONATHAN M ZORN ESQ Person to Contact: ROPES & GRAY PAULA ENG ONE INTERNATIONAL PLACE Contact Telephone Number: BOSTON, MA 02110-2624 (718) 488-2422 Plan Name: THE THRIFT-INCENTIVE PLAN OF THE FIRST NATIONAL BANK OF BOSTON Plan Number: 002 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated December 30, 1994. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirments. This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability require- ments of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. -2- THE FIRST NATIONAL BANK OF BOSTON This plan also satisfies the requirements of section 1.401(a)(4)-4(b) of the regulations with respect to the specific benefits, rights, or features for which you have provided information. This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ HERBERT J. HUFF Herbert J. Huff District Director Enclosures: Publication 794 Addendum -3- THE FIRST NATIONAL BANK OF BOSTON This determination letter also applies to the proposed amendments submitted in your letter dated August 4, 1995. EX-23.B 4 CONSENT OF COOPERS & LYBRAND L.L.P. EXHIBIT 23(B) CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Bank of Boston Corporation We consent to the incorporation by reference, in this registration statement on Form S-8, of the following reports: (1) our report dated January 19, 1995 on our audits of the consolidated financial statements of Bank of Boston Corporation and Subsidiaries as of December 31, 1994 and 1993, and for each of the three years in the period ended December 31, 1994, incorporated by reference in the Corporation's 1994 Annual Report to Stockholders filed as Exhibit 13 to the Corporation's 1994 Annual Report on Form 10-K; and (2) our report dated May, 18 1995 on the audits of the financial statements of the Thrift Incentive Plan of The First National Bank of Boston and Certain Affiliated Companies (the "Plan") at December 31, 1994 and 1993, and for the years ended December 31, 1994 and 1993, which report is included in the Plan's 1994 Annual Report on Form 11-K. /s/ COOPERS & LYBRAND, L.L.P. Boston, Massachusetts January 19, 1996 EX-23.C 5 CONSENT OF KPMG EXHIBIT 23(C) CONSENT OF INDEPENDENT AUDITORS The Board of Directors BayBanks, Inc.: We consent to the incorporation by reference in the Bank of Boston Corporation registration statement on Form S-8 dated January 19, 1996, of our report dated January 24, 1995, with respect to the consolidated balance sheets of BayBanks, Inc. and subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1994. /s/ KPMG Peat Marwick LLP KPMG PEAT MARWICK LLP Boston, Massachusetts January 19, 1996 EX-24 6 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Power of Attorney has been signed by the following persons in the capacities and on the dates indicated. By so signing, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Bank of Boston Corporation (the "Corporation"), does hereby appoint Charles K. Gifford, William J. Shea, Bradford H. Warner, Robert T. Jefferson and Gary A. Spiess, and each of them severally, or if more than one acts, a majority of them, his or her true and lawful attorneys or attorney to execute in his or her name, place and stead, in his or her capacity as a director or officer or both, as the case may be, of the Corporation, the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Commission") with respect to the shares of the Corporation's Common Stock, par value $2.25 per share, and related interests, to be issued pursuant to the Thrift-Incentive Plan of The First National Bank of Boston and Certain Affiliated Companies, and any and all amendments to said Registration Statement and all instruments necessary or incidental in connection therewith, and to file the same with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises as fully and to all intents and purposes as each of the undersigned might or could do in person, hereby ratifying and approving the acts of said attorneys and each of them. SIGNATURE TITLE DATE --------- ----- ---- Chairman of the Board of /s/ CHARLES K. GIFFORD Directors, President and Chief - --------------------------- Executive Officer and Director January 19, 1996 (Charles K. Gifford) (Chief Executive Officer) /s/ WILLIAM J. SHEA Vice Chairman, Chief Financial - --------------------------- Officer and Treasurer (Chief (William J. Shea) Financial Officer) January 19, 1996 /s/ ROBERT T. JEFFERSON Comptroller (Chief Accounting January 19, 1996 - --------------------------- Officer) (Robert T. Jefferson) SIGNATURE TITLE DATE --------- ----- ---- /s/ WAYNE A. BUDD Director January 19, 1996 - --------------------------- (Wayne A. Budd) /s/ WILLIAM F. CONNELL Director January 19, 1996 - --------------------------- (William F. Connell) /s/ GARY L. COUNTRYMAN Director January 19, 1996 - --------------------------- (Gary L. Countryman) - --------------------------- Director January , 1996 (Alice F. Emerson) /s/ THOMAS J. MAY Director January 19, 1996 - --------------------------- (Thomas J. May) - --------------------------- Director January , 1996 (Donald F. McHenry) - --------------------------- Director January , 1996 (J. Donald Monan) /s/ PAUL C. OBRIEN Director January 19, 1996 - --------------------------- (Paul C. OBrien) - --------------------------- Director January , 1996 (John W. Rowe) /s/ RICHARD A. SMITH Director January 19, 1996 - --------------------------- (Richard A. Smith) /s/ WILLIAM C. VAN FAASEN Director January 19, 1996 - --------------------------- (William C. Van Faasen) - --------------------------- Director January , 1996 (Thomas B. Wheeler) - --------------------------- Director January , 1996 (Alfred M. Zeien) -----END PRIVACY-ENHANCED MESSAGE-----