-----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, DQ0esex3iAJCuBbIG/RicvYl6f3VV4rwJPZTNh3jCwVr4iHWcvY0IqNbQJ70AEWH o7uzEmmWqFYFhJV75hXeLw== 0000929638-97-000042.txt : 19970222 0000929638-97-000042.hdr.sgml : 19970222 ACCESSION NUMBER: 0000929638-97-000042 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970213 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERCURY FINANCE CO CENTRAL INDEX KEY: 0000846378 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 363627010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40294 FILM NUMBER: 97531277 BUSINESS ADDRESS: STREET 1: 100 FIELD DR STE 340 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 7085643720 MAIL ADDRESS: STREET 1: 100 FIELD DRIVE STREET 2: SUITE 340 CITY: LAKE FOREST STATE: IL ZIP: 60045 FILED BY: 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 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 SC 13D/A 1 SCHEDULE 13D AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Mercury Finance Company (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 589395 10 2 (CUSIP number) Gary A. Spiess General Counsel and Clerk Bank of Boston Corporation 100 Federal Street Boston, Massachusetts 02110 (617) 434-2870 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 5, 1997 (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 [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - ------------------- *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 disclosures provided in a prior cover page. The information required on 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). (Continued on following page(s)) 1. NAMES OF REPORTING PERSONS S.S. OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS Bank of Boston Corporation 04-2471221 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) N/A (A) [ ] (B) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |X| 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER None 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(SEE INSTRUCTIONS) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO HC ITEM 1. SECURITY AND ISSUER. This statement amendment relates to the common stock, par value $1.00 per share (the "Common Stock"), of Mercury Finance Company, a Delaware corporation (the "Company"), and the Schedule 13D with respect thereto filed on January 17, 1997 by the reporting person. The principal executive offices of the Company are located at 100 Field Drive, Suite 340, Lake Forest, Illinois 60045. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) and (f) This statement amendment is being filed by Bank of Boston Corporation, a Massachusetts corporation ("BKBC"). The principal executive offices of BKBC are located at 100 Federal Street, Boston, Massachusetts 02110. BKBC is a registered bank holding company which, through its subsidiaries and joint ventures, is engaged in providing a wide variety of financial services to individuals, corporate and institutional customers, governments and other financial institutions. These services include personal banking, consumer finance, private banking, trust, mortgage origination, domestic corporate and investment banking, leasing, global banking, commercial real estate lending, correspondent banking, and securities and payments processing. The major banking subsidiaries of BKBC include The First National Bank of Boston, BayBank, N.A., Bank of Boston Connecticut, Rhode Island Hospital Trust National Bank and BayBank NH, N.A.. Information as to each of the executive officers and directors of BKBC is set forth on Schedule I hereto. Each of such persons is a citizen of the United States, except for Mr. Sacerdote, who is a citizen of Argentina, and Messrs. Craide and Meirelles, who are citizens of Brazil. (d) During the last five years, neither BKBC nor, to the best of BKBC's knowledge, any of the individuals named in Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither BKBC nor, to the best of BKBC's knowledge, any of the individuals named in Schedule I hereto, has been 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, except that, on December 22, 1995, the Securities and Exchange Commission issued an order pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act"), that BKBC cease and desist from violation of Section 13(a) of the Exchange Act and Rules 12b-20 and 13a-13 thereunder. This order was based on a finding by a SEC administrative law judge that an Exchange Act report filed by BKBC in 1989 had been misleading. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. N/A ITEM 4. PURPOSE OF TRANSACTION. On January 10, 1997, BKBC, Fidelity and the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which, subject to the satisfaction of certain conditions precedent, a wholly owned subsidiary of the Company to be organized under the laws of the State of Minnesota (the "Merger Subsidiary") was to be merged into Fidelity (the "Merger"). Pursuant to the Merger Agreement, all of the shares of Fidelity capital stock outstanding at the effective time of the Merger (other than shares held by Fidelity as treasury stock) were to become and to be converted into 32,708,333 shares of Common Stock. Due to certain breaches by Mercury under the Merger Agreement, BKBC delivered to Mercury a notice of default and termination under Section 8.01(d) of the Merger Agreement on January 30, 1997. By letter to BKBC dated February 4, 1997 (and received by BKBC on February 5, 1997), Mercury confirmed and agreed to the termination of the Merger Agreement pursuant to Section 8.01(d) thereof effective as of January 30, 1997. Therefore, BKBC neither has any interest in nor may be deemed to beneficially own any shares of Mercury's Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) Except as set forth above, neither BKBC nor, to the best of BKBC's knowledge, any of the individuals named in Schedule I hereto, owns any Common Stock. (c) Other than (i) the terminated Merger Agreement or (ii) transactions in the ordinary course by BKBC's subsidiary banks as trustee for trusts established by their customers that may have occurred during the past 60 days, neither BKBC nor, to the best of BKBC's 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, because the Merger has not been and will not be consummated pursuant to the Merger Agreement, BKBC does not and will not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock. (e) As of February 5, 1997, due to the termination of the Merger Agreement, BKBC may no longer be deemed to beneficially own any shares of the Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. N/A ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. N/A SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete, and correct. BANK OF BOSTON CORPORATION By: /s/ Michael R. Garfield Michael R. Garfield Assistant Clerk Dated: February 13, 1997 SCHEDULE I Directors and Executive Officers Bank of Boston Corporation The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Bank of Boston Corporation ("BKBC") is set forth below. If no business address is given, the director's or officer's address is Bank of Boston Corporation, 100 Federal Street, Boston, Massachusetts 02110. Directors Wayne A. Budd, Senior Vice President NYNEX Corp. 185 Franklin Street Boston, Massachusetts 02107 John A. Cervieri Jr., Chairman and President Property Capital Associates, Inc. (real estate investment and consulting firm), Managing Trustee, Property Capital Trust, and Chairman of the Board and Chief Executive Officer, Americana Hotels and Realty Corporation P.O. Box 554 Narragansett, Rhode Island 02882 William F. Connell, Chairman and Chief Executive Officer Connell Limited Partnership (metals recycling and manufacture of industrial products) One International Place Boston, Massachusetts 02110 Gary L. Countryman, Chairman and Chief Executive Officer Liberty Mutual Insurance Company 175 Berkeley Street Boston, Massachusetts 02117 William M. Crozier, Jr., Chairman of the Board of Bank of Boston Corporation Alice F. Emerson, Senior Fellow The Andrew W. Mellon Foundation President Emerita of Wheaton College 140 East 62nd Street New York, New York 10021 Charles K. Gifford, Chief Executive Officer Bank of Boston Corporation Thomas J. May, Chairman and Chief Executive Officer Boston Edison Company 800 Boylston Street Boston, Massachusetts 02199 Donald F. McHenry University Research Professor of Diplomacy School of Foreign Services and International Relations Georgetown University, Room 301 Washington, DC 20057 Henrique de Campos Meirelles, President and Chief Operating Officer Bank of Boston Corporation Paul C. O'Brien President of The O'Brien Group, Inc. (consulting services in community relations and external affairs) Two International Place, 23rd Floor Boston, Massachusetts 02110 Thomas R. Piper, Lawrence E. Fouraker Professor of Business Administration, Harvard University, Graduate School of Business Administration Morgan Hall-469 Soldiers Field Road Boston, Massachusetts 02163 John W. Rowe President and Chief Executive Officer New England Electric System 25 Research Drive Westborough, Massachusetts 01582 Richard A. Smith, Chairman of the Board Hartcourt General Inc. (international and domestic publishing and executive outplacement) and The Neiman-Marcus Group, Inc.(retail specialty stores); Chairman and Chief Executive Officer of GC Companies Inc. (exhibition of motion pictures) 27 Boylston Street Chestnut Hill, Massachusetts 02167 Glenn P. Strehle, Vice President for Finance and Treasurer Massachusetts Institute of Technology Building 4, Room 10 77 Massachusetts Avenue Cambridge, Massachusetts 02139 William C. Van Faasen, President and Chief Executive Officer of Blue Cross and Blue Shield of Massachusetts, Inc. (non-profit health services company) 100 Summer Street, 01-31 Boston, MA 02110 Thomas B. Wheeler, Chairman and Chief Executive Officer Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, Massachusetts 02111 Alfred M. Zeien, Chairman of the Board and Chief Executive Officer The Gillette Company (manufacturer of consumer products) Prudential Tower Building Boston, Massachusetts 02199 Executive Officers Guilliaem Aertsen IV Melville E. Blake III Robert L. Champion, Jr. Barbara F. Clark Edward P. Collins Carlos Craide William M. Crozier, Jr. Helen G. Drinan Robert E. Gallery Charles K. Gifford Paul F. Hogan Thomas J. Hollister Ali Inanilan Ira A. Jackson Robert T. Jefferson John A. Kahwaty Lindsey C. Lawrence Michael R. Lezenski Mark A. MacLennan Peter J. Manning John L. Mastromarino Kathleen M. McGillycuddy David K. McKown Henrique de Campos Meirelles Joanne E. Nuzzo Richard A. Remis Manuel R. Sacerdote William J. Shea Gary A. Spiess Susannah M. Swihart Eliot N. Vestner Bradford H. Warner -----END PRIVACY-ENHANCED MESSAGE-----