-----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, Pb9q9uxDE4wi5QhZJ/bB1DgRgKYv7WVP4704XTzpCSy8JAATAd+tunLObbTnJ20Q 6+5PppGPmdTmvKNtDQm6ng== 0000927016-96-000713.txt : 19960806 0000927016-96-000713.hdr.sgml : 19960806 ACCESSION NUMBER: 0000927016-96-000713 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960725 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960805 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06522 FILM NUMBER: 96603680 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 8-K 1 FORM 8-K - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 1996 BANK OF BOSTON CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 1-6522 04-2471221 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 Federal Street, Boston, Massachusetts 02110 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 434-2200 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 1 Item 2. Acquisition or Disposition of Assets. - ---------------------------------------------- On July 29, 1996, Boston Merger Corp., a wholly owned subsidiary of Bank of Boston Corporation ("Bank of Boston"), was merged (the "Merger") with and into BayBanks, Inc. ("BayBanks"), and BayBanks became a subsidiary of Bank of Boston. In connection with the Merger, each outstanding share of BayBanks common stock, par value $2.00 per share ("BayBanks Common Stock"), except for shares (i) held by BayBanks as treasury stock, (ii) held directly or indirectly by Bank of Boston, BayBanks or any of their respective subsidiaries (other than shares held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity that were beneficially owned by third parties or in respect of a debt previously contracted) or (iii) shares held by dissenting stockholders who had duly perfected their rights of appraisal, was converted into 2.2 shares of the common stock of Bank of Boston, par value $1.50 per share ("Bank of Boston Common Stock"). Approximately 43.6 million shares of Bank of Boston Common Stock were issued as consideration for the 19.8 million shares of BayBanks Common Stock outstanding immediately prior to the effective time of the Merger. The terms of the Merger, including the exchange ratio, were the result of arms' length negotiations between BayBanks and Bank of Boston. In reaching the determination of these terms, the Boards of Directors of BayBanks and Bank of Boston consulted with their respective management and legal and financial advisors, and considered a number of factors including, without limitation, the financial condition, businesses and prospects of BayBanks and Bank of Boston; the financial prospects of the combined company; and the opinions of their respective financial advisors as to the fairness of the exchange ratio. Item 5. Other Events. - ---------------------- On July 25, 1996, the Board of Directors of Bank of Boston elected Henrique de Campos Meirelles as Bank of Boston's President and Chief Operating Officer and a member of its Board of Directors. The press release announcing this action, a copy of which is filed as an exhibit hereto, is incorporated herein by reference. Mr. Meirelles, who will be responsible for all of Bank of Boston's major businesses, will report to Charles K. Gifford, Bank of Boston's Chief Executive Officer. In addition, immediately following the effective time of the Merger, William M. Crozier, Jr., who had previously served as Chairman of the Board and President of BayBanks, became Chairman of the Board of Bank of Boston. 2 Item 7. Financial Statements and Exhibits. - ------------------------------------------- (a) Financial Statements of Businesses Acquired The financial statement information required by this Item was incorporated by reference in Bank of Boston's Proxy Statement dated March 18, 1996 (the "Proxy Statement"), as updated by Exhibits 23 and 99(b) to Bank of Boston's Current Report on Form 8-K dated May 16, 1996 (the "Form 8-K"), each as previously filed by Bank of Boston under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) Pro Forma Financial Information The pro forma financial information required by this Item was included in the Proxy Statement, as updated by Exhibit 99(a) to the Form 8-K, each as previously filed by Bank of Boston under the Exchange Act. (c) Exhibits 2(a) Agreement and Plan of Merger, dated as of December 12, 1995, by and between Bank of Boston, BayBanks and Boston Merger Corp. (the "Merger Agreement"), incorporated herein by reference to Exhibit A to the Proxy Statement (File No. 1-6522). 2(b) Amendment, dated as of July 25, 1996, to the Merger Agreement. 2(c) Stock Option Agreements, dated as of December 12, 1995, by and between Bank of Boston and BayBanks, incorporated herein by reference to Exhibits B and C to the Proxy Statement (File No. 1-6522). 4(a) Rights Agreement, dated as of June 28, 1990, between Bank of Boston and The First National Bank of Boston, as Rights Agent (the "Rights Agreement"), and the description of the Rights, incorporated herein by reference to Bank of Boston's Registration Statement on Form 8-A relating to the Rights and to Exhibit 1 of such registration statement (File No. 1-6522). 4(b) Amendment, dated December 12, 1995, to the Rights Agreement, incorporated herein by reference to Exhibit 4(g) to Bank of Boston's Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-6522). 99 Bank of Boston's Press Release dated July 25, 1996. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BANK OF BOSTON CORPORATION Dated: August 5, 1996 /s/ ROBERT T. JEFFERSON -------------------------- Robert T. Jefferson Comptroller 4 EX-2.B 2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT, dated as of July 25, 1996, amends that certain AGREEMENT AND PLAN OF MERGER, dated as of December 12, 1995 (the "Merger Agreement"), by and among Bank of Boston Corporation, a Massachusetts corporation ("Parent"), Boston Merger Corp., a Massachusetts corporation and a wholly owned subsidiary of Parent ("Merger Sub") and BayBanks, Inc., a Massachusetts corporation ("Subject Company"). WHEREAS, the Boards of Directors of Parent, Merger Sub and Subject Company have determined that it is in the best interests of their respective companies and their stockholders to amend the Merger Agreement and have voted at duly called and held meetings or by unanimous written consent of the respective Boards of Directors to authorize the execution of this Amendment. NOW, THEREFORE, in consideration of the agreements contained herein, and intending to be legally bound hereby, the parties agree as follows: The Merger Agreement is amended to strike out Section 1.12 thereof in its entirety and to insert the following in lieu thereof: 1.12 Subsidiary Bank Mergers. Parent and Subject Company shall take such actions as they determine to be mutually desirable to effectuate a merger of the subsidiary banks of Parent and Subject Company following the Effective Time with the objective of establishing one national bank subsidiary for each state in New England in which the parties currently have bank subsidiaries and/or a multi-state national bank subsidiary. Upon the merger of the subsidiary banks headquartered in Massachusetts, the name of the resulting subsidiary bank shall be changed to BankBoston, N.A. To the extent that a multi-state national bank subsidiary is established that includes the Massachusetts branches of Parent, such subsidiary bank shall be named BankBoston, N.A. Except as amended hereby, the Merger Agreement remains in full force and effect. IN WITNESS WHEREOF, Parent, Merger Sub and Subject Company have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written. BANK OF BOSTON CORPORATION By: /s/ Peter J. Manning [Seal] ------------------------------------ Peter J. Manning, Executive Director BOSTON MERGER CORP. [Seal] By: /s/ Peter J. Manning -------------------------------------- Peter J. Manning, President By: /s/ William J. Parent -------------------------------------- William J. Parent, Treasurer BAYBANKS, INC. [Seal] By: /s/ William M. Crozier, Jr. -------------------------------------- William M. Crozier, Jr., Chairman of the Board and President By: /s/ Michael W. Vasily -------------------------------------- Michael W. Vasily, Treasurer EX-99 3 NEWS RELEASE - ELECTION OF NEW PRES./COO NEWS [BANK OF BOSTON LOGO APPEARS HERE] RELEASE FOR IMMEDIATE RELEASE CONTACTS: Karen Schwartzman Media Relations (617) 434-7594 John Kahwaty Investor Relations (617) 434-3650 MEIRELLES NAMED PRESIDENT AND CHIEF OPERATING OFFICER, ----------------------------------------------------- BRINGING GLOBAL PERSPECTIVE AND BROAD CORPORATE AND --------------------------------------------------- CONSUMER BANKING EXPERTISE TO SENIOR MANAGEMENT TEAM --------------------------------------------------- BOSTON, MA, July 25, 1996 -- Acting upon the recommendation of Chairman and CEO Chad Gifford, the Board of Directors of Bank of Boston Corporation today elected Henrique de Campos Meirelles as President and Chief Operating Officer, as well as a member of the Board. Meirelles, reporting to Gifford, will be responsible for all of the major businesses of the company. He will relocate to Boston and will assume his full-time role as COO on October 1. Vice Chairman Bill Shea will continue to serve as Chief Financial Officer and the company's principal link to investors and analysts; Vice Chairman Ed O'Neal will continue in his key role heading up all integration activities with BayBanks. Commenting on today's announcement, Chad Gifford said, "Henrique Meirelles brings to this important position key strengths: international management experience, proven financial performance, excellent marketing skills and consumer banking expertise, and wide global perspective. He has dramatically grown our franchise in Brazil, and his leadership has made us the fastest-growing financial institution in a country with the largest and most -more- [BANK OF BOSTON LETTERHEAD APPEARS HERE] - 2 - dynamic economy in Latin America. Henrique has been a successful pioneer in consumer banking and has assembled a first-class team of talent. He has also been a visible and highly respected business and civic leader." "In joining our senior management team, Henrique allows me to focus on formulating strategy, allocating capital, instilling our values, and on selecting key people to lead our team. And by creating the position of COO, our senior partnership is freed up to concentrate on the enormous opportunities that lie before us." Concluded Gifford, "Henrique adds real leadership strength to our company at a time when we are gaining momentum and positioning ourselves for the future. With the BayBanks closing scheduled for next week, and with our name change announcement earlier this month, we have reaffirmed our commitment to this region and are on our way to creating regional banking prowess and positioning ourselves as a truly global financial competitor. We are managing for value, and increasingly we are growing revenues and profitability not only in New England but around the world, especially in South America. Henrique's presence here in Boston, as President and COO, will assist us in sustaining that momentum and adding credibility, energy and valuable global perspective going forward." Bill Crozier, Chairman of BayBanks and soon to be Chairman of BankBoston, commented, "Henrique Meirelles is a singularly talented manager, and I'm delighted with Chad's choice. This is another clear indication that the new BankBoston will be a unique competitor -- not only strong in our home region but growing aggressively internationally as well." -more- -3- Meirelles, age 50, has served as President of Banco de Boston, Brazil since 1984, and has overseen a dramatic increase in revenues and profitability. A 24- year veteran of Bank of Boston, Meirelles is president of the American Chamber of Commerce and executive director of the Brazilian Federation of Banks. A graduate of the University of Sao Paulo, he received his M.B.A. from the Federal University of Rio de Janeiro and attended the Advanced Management Program at the Harvard Business School. Bank of Boston Corporation (NYSE:BKB), with assets of $50.8 billion as of June 30, 1996, is a focused financial institution engaged primarily in commercial and consumer banking in southern New England, financing to selected corporations and individuals nationally and internationally, with a focus on indigenous banking in Latin America. New England's only global bank, the Corporation and its subsidiaries operate through a network of 500 offices in the U.S. and through more than 100 offices in 24 countries in Latin America, Europe and Asia, the third-largest overseas network of any U.S. bank. The Corporation's common and preferred stocks are listed on the New York and Boston stock exchanges. # # # -----END PRIVACY-ENHANCED MESSAGE-----