-----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, Isbdmn699NVn8G411UKTG2aIMPhmOreO21h1BUzhoQWq0DO6mdg3m/ptm5tjxENj m13SbrB/AzCzWl7LZp/duA== 0000950109-96-000121.txt : 19960111 0000950109-96-000121.hdr.sgml : 19960111 ACCESSION NUMBER: 0000950109-96-000121 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19960109 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06522 FILM NUMBER: 96502024 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 10-K/A 1 FORM 10-K/A FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required] For the fiscal year ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the transition period from ___________ to __________ Commission file number: 1-6522 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) Registrant's telephone number, including area code: (6l7) 434-2200 Securities registered pursuant to Section 12(b) of the Act: ----------------------------------------------------------- Title of each class - ------------------- Common Stock, par value $2.25 per share Preferred Stock Purchase Rights Adjustable Rate Cumulative Preferred Stock, Series A (liquidation preference $50 per share) Adjustable Rate Cumulative Preferred Stock, Series B (liquidation preference $50 per share) Adjustable Rate Cumulative Preferred Stock, Series C (liquidation preference $100 per share) Depositary Shares, each representing one-tenth of a share of 8.60% Cumulative Preferred Stock, Series E (liquidation preference $25 per Depositary Share) Depositary Shares, each representing one-tenth of a share of 7 7/8% Cumulative Preferred Stock, Series F (liquidation preference $25 per Depositary Share) Name of each exchange on which registered: --------------------------- Each class is registered on the Boston Stock Exchange and on the New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None ----------------------------------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ((S)229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Aggregate market value of shares of common Number of shares of common stock held by non-affiliates of Registrant as stock outstanding as of of February 24, 1995 February 24, 1995 ------------------------------------- ------------------- $ 3,228,114,968 107,571,821 Documents Incorporated by Reference: - ---------------------- 1. Pertinent extracts from Registrant's 1994 Annual Report to Stockholders (Parts I, II and IV). 2. Pertinent extracts from Registrant's Proxy Statement in connection with the Registrant's 1995 Annual Meeting of Stockholders (Part III). PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a)(1) The financial statements required in response to this Item are listed in response to Item 8 of this Report and are incorporated herein by reference. (a)(2) Financial statement schedules have been omitted because the information is either not required, not applicable, or is included in the financial statements or notes thereto. (a)(3) Exhibits + 3(a) - Restated Articles of Organization of the Corporation, as amended through November 24, 1993 incorporated herein by reference to Exhibit 3(a) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-6522). + 3(b) - By-Laws of the Corporation, as amended through April 28, 1994. + 4(a) - Indenture dated as of January 15, 1986 defining rights of holders of the Corporation's 7 3/4% Convertible Subordinated Debentures Due 2011, incorporated herein by reference to Exhibit 4(b) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1985 (File No. 1-6522). + 4(b) - Fiscal and Paying Agency Agreement dated as of February 10, 1986 defining rights of holders of the Corporation's Subordinated Floating Rate Notes Due 2001, incorporated herein by reference to Exhibit 4(d) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1985 (File No. 1-6522). + 4(c) - Fiscal and Paying Agency Agreement dated as of August 26, 1986 defining rights of holders of the Corporation's Floating Rate Subordinated Equity Commitment Notes Due 1998 incorporated herein by reference to Exhibit 4(e) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1986 (File No. 1-6522). + 4(d) - Indenture dated as of June 15, 1987 defining the rights of holders of the Corporation's 9 1/2% Subordinated Equity Contract Notes due 1997, incorporated herein by reference to Exhibit 4(g) to the Corporation's Annual Report on Form 10-K for the year ended December 31, l987 (File No. 1-6522). + 4(e) - Indenture dated as of July 15, 1988 and form of note defining rights of the holders of the Corporation's 10.30% Subordinated Notes due September 1, 2000, incorporated herein by reference to Exhibit 4(i) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1988 (File No. 1-6522). - --------------------------------------------------------------------------------
+ Indicates that exhibit was previously filed with the Form 10-K and is not being filed with this 10-K\A. -2- Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a)(3) Exhibits (cont'd) + 4(f) - Subordinated Indenture dated as of June 15, 1992, as amended by theFirst Supplemental Indenture dated as of June 24, 1993, and forms of notes defining rights of the holders of the Corporation's 6 7/8% Subordinated Notes due 2003, the 6 5/8% Subordinated Notes due 2005, and the 6 5/8% Subordinated Notes due 2004, incorporated herein by reference to Exhibit 4(d) to the Corporation's Registration Statement on Form S-3 (Registration Number 33-48418), Exhibits 4(e) and 4(f) to the Corporation's Current Report on Form 8-K dated June 24, 1993, Exhibit 4 to the Corporation's Current Report on Form 8-K dated November 15, 1993, and Exhibit 4 to the Corporation's Current Report on Form 8-K dated January 5, 1994 (File No. 1-6522). + 4(g) - Senior Indenture dated as of June 15, 1992, and forms of notes defining rights of the holders of the Corporation's Floating Rate Notes due 1996, incorporated herein by reference to Exhibit 4(c) to the Corporation's Registration Statement on Form S-3 (Registration Number 33-48418), and Exhibit 4 to the Corporation's Current Report on Form 8-K dated June 15, 1994 (File No. 1-6522). + 4(h) - Rights Agreement, dated as of June 28, 1990, between the Corporation and FNBB, as Rights Agent, and the description of the Rights, incorporated herein by reference to the Corporation's registration statement on Form 8-A relating to the Rights and to Exhibit 1 of such registration statement (File No. 1-6522). + 4(i) - Deposit Agreement, dated August 13, 1992 between the Corporation and FNBB, as Depositary, relating to the Corporation's Depositary Shares, each representing a one-tenth interest in the Corporation's 8.60% Cumulative Preferred Stock, Series E, incorporated herein by reference to Exhibit 4(b) to the Corporation's Current Report on Form 8-K dated August 13, 1992 (File No. 1-6522). + 4(j) - Deposit Agreement, dated as of June 30, 1993 between the Corporation and FNBB, as Depositary, relating to the Corporation's Depositary Shares, each representing a one-tenth interest in the Corporation's 7 7/8% Cumulative Preferred Stock, Series F, incorporated herein by reference to Exhibit 4(b) to the Corporation's Current Report on Form 8-K dated June 24, 1993 (File No. 1-6522).
- -------------------------------------------------------------------------------- + Indicates that exhibit was previously filed with the Form 10-K and is not being filed with this 10-K\A. -3- Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a)(3) Exhibits (cont'd) + 10(a) - Bank of Boston Corporation 1982 Stock Option Plan, as amended, effective February 13, 1995.* + 10(b) - Bank of Boston Corporation 1986 Stock Option Plan, as amended, effective February 13, 1995.* + 10(c) - Bank of Boston Corporation and its Subsidiaries Performance Recognition Opportunity Plan, as amended effective June 23, 1994.* + 10(d) - Bank of Boston Corporation Executive Deferred Compensation Plan, as amended, effective June 23, 1994.* + 10(e) - The First National Bank of Boston Bonus Supplemental Employee Retirement Plan, as amended, through June 23, 1994.* + 10(f) - Description of the Corporation's Supplemental Life Insurance Plan, incorporated herein by reference to Exhibit 10(h) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1988 (File No. 1-6522).* + 10(g) - The First National Bank of Boston Excess Benefit Supplemental Employee Retirement Plan, as amended, effective June 23, 1994.* + 10(h) - Bank of Boston Corporation 1991 Long-Term Stock Incentive Plan, as amended, effective February 13, 1995.* + 10(i) - Employment Agreement dated July 7, 1992 between The First National Bank of Boston and Edward A. O'Neal, incorporated herein by reference to Exhibit 10(k) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1-6522).* + 10(j) - Employment Agreement dated December 4, 1992 between The First National Bank of Boston and William J. Shea, incorporated herein by reference to Exhibit 10(l) to the Corporation's Annual Report on Form 10- K for the year ended December 31, 1992 (File No. 1- 6522).* + 10(k) - Bank of Boston Corporation Relocation Policy, as amended through October, 1990, incorporated herein by reference to Exhibit 10(j) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1990 (File No. 1-6522).* - -------------------------------------------------
* Indicates that document is a management contract or compensatory plan or arrangement that is required to be filed as an exhibit to this Report pursuant to Item 14(c) of Form 10-K. + Indicates that exhibit was previously filed with the Form 10-K and is not being filed with this 10-K\A. -4- Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a)(3) Exhibits (cont'd) + 10(l) - Description of the Corporation's Supplemental Long- Term Disability Plan effective as of February 10, 1994, incorporated herein by reference to Exhibit 10(l) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-6522).* + 10(m) - Bank of Boston Corporation's Director Stock Award Plan effective as of January 1, 1995.* + 10(n) - Lease dated as of September 1, 1991 between The First National Bank of Boston and The Equitable Federal Street Realty Company Limited Partnership, incorporated herein by reference to Exhibit 10(l) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1991 (File No. 1-6522). + 10(o) - Form of Severance Agreement for certain officers, incorporated herein by reference to Exhibit 10(a) to the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 (File No. 1-6522).* + 10(p) - Form of Severance Agreement for certain officers, incorporated herein by reference to Exhibit 10(b) to the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 (File No. 1-6522).* + 10(q) - Bank of Boston Corporation Directors Deferred Compensation Plan effective March 28, 1991.* + 10(r) - The First National Bank of Boston Directors Deferred Compensation Plan effective March 28, 1991.* + 11 - Computation of earnings per common share. + 12(a) - Computation of the Corporation's Consolidated Ratio of Earnings to Fixed Charges (excluding interest on deposits). + 12(b) - Computation of the Corporation's Consolidated Ratio of Earnings to Fixed Charges (including interest on deposits). + 12(c) - Computation of the Corporation's Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements (excluding interest on deposits).
- ------------------------------------------------- * Indicates that document is a management contract or compensatory plan or arrangement that is required to be filed as an exhibit to this Report pursuant to Item 14(c) of Form 10-K. + Indicates that exhibit was previously filed with the Form 10-K and is not being filed with this 10-K\A. -5- Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a)(3) Exhibits (cont'd) + 12(d) - Computation of the Corporation's Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements (including interest on deposits). + 13(a) - Pages 29 through 58 and 60 through 95 of the Corporation's 1994 Annual Report to Stockholders. 13(b) - Conformed Page 60 of the Corporation's 1994 Annual Report to Stockholders. + 21 - List of subsidiaries of Bank of Boston Corporation. + 23 - Consent of Independent Accountants. + 24 - Power of attorney of certain officers and directors (included on pages II-1 through II-2). + 27 - Financial Data Schedule + 99 - Notice of Annual Meeting and Proxy Statement for the Annual Meeting of the Corporation's Stockholders to be held April 27, 1995, incorporated herein by reference to the Corporation's filing under Regulation 14A of the Exchange Act (File No. 1-6522).
(b) During the fourth quarter of 1994, the Corporation filed one Current Report on Form 8-K. The current report dated December 16, 1994, contained information pursuant to items 5 and 7 of Form 8-K. The Corporation also filed one Current Report on Form 8-K dated January 19, 1995 which contained information pursuant to items 5 and 7 of Form 8-K. - ------------------------------------------------------------------------------- + Indicates that exhibit was previously filed with the Form 10-K and is not being filed with this 10-K\A. -6- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 9th day of January, 1996. BANK OF BOSTON CORPORATION By /s/ ROBERT T. JEFFERSON ----------------------------- Robert T. Jefferson Comptroller (Chief Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates listed below.
Signature Title Date --------- ----- ---- Chairman, President, Chief Executive Officer /s/ CHARLES K. GIFFORD* and Director January 9, 1996 - --------------------------- (Chief Executive Officer) (Charles K. Gifford) Vice Chairman, Chief Financial Officer /s/ WILLIAM J. SHEA* and Treasurer January 9, 1996 - --------------------------- (Chief Financial Officer) (William J. Shea) /s/ ROBERT T. JEFFERSON Comptroller January 9, 1996 - --------------------------- (Chief Accounting Officer) (Robert T. Jefferson)
II-1 Signature Title Date --------- ----- ---- /s/ WAYNE A. BUDD* Director January 9, 1996 - ----------------------------- (Wayne A. Budd) /s/ WILLIAM F. CONNELL* Director January 9, 1996 - ----------------------------- (William F. Connell) /s/ GARY L. COUNTRYMAN* Director January 9, 1996 - ----------------------------- (Gary L. Countryman) /s/ ALICE F. EMERSON* Director January 9, 1996 - ----------------------------- (Alice F. Emerson) /s/ THOMAS J. MAY* Director January 9, 1996 - ----------------------------- (Thomas J. May) /s/ DONALD F. MCHENRY* Director January 9, 1996 - ----------------------------- (Donald F. McHenry) /s/ J. DONALD MONAN* Director January 9, 1996 - ----------------------------- (J. Donald Monan) /s/ PAUL C. O'BRIEN* Director January 9, 1996 - ----------------------------- (Paul C. O'Brien) /s/ JOHN W. ROWE* Director January 9, 1996 - ----------------------------- (John W. Rowe) /s/ RICHARD A. SMITH* Director January 9, 1996 - ----------------------------- (Richard A. Smith) /s/ WILLIAM C. VAN FAASEN* Director January 9, 1996 - ----------------------------- (William C. Van Faasen) /s/ THOMAS B. WHEELER* Director January 9, 1996 - ----------------------------- (Thomas B. Wheeler) /s/ ALFRED M. ZEIEN* Director January 9, 1996 - ----------------------------- (Alfred M. Zeien) *By: /s/ ROBERT T. JEFFERSON ------------------------ Attorney-in-fact II-2 EX-13.B 2 PAGE 60 OF 1994 ANNUAL REPORT TO STOCKHOLDERS EXHIBIT 13(b) REPORT OF INDEPENDENT ACCOUNTANTS - --------------------------------- The Board of Directors and Stockholders Bank of Boston Corporation: We have audited the accompanying consolidated balance sheets of Bank of Boston Corporation 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. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Bank of Boston Corporation and Subsidiaries as of December 31, 1994 and 1993, and the consolidated results of their operations and cash flows for each of the years in the three year period ended December 31, 1994 in conformity with generally accepted accounting principles. As discussed in Notes 1, 9, 16 and 20 to the financial statements, the Corporation has adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," and changed its method of accounting for purchased mortgage servicing rights, effective January 1, 1993; and adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities," effective December 31, 1993. /s/ COOPERS & LYBRAND L.L.P. Boston, Massachusetts January 19, 1995 60 -----END PRIVACY-ENHANCED MESSAGE-----