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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
BayBanks, Inc.
(Name of Issuer)
Common Stock, $2.00 par value
(Title of Class of Securities)
072723-10-9
(CUSIP Number)
Check the following box if a fee is being paid with this statement __. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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).
Page 1 of 4 Pages
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CUSIP No. 072723-10-9 13G Page 2 of 4 Pages
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<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BayBank, as Trustee
ID # 04-2732971
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ____
Not Applicable (b) ____
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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<S> <C> <C>
5 SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED 405,000
BY EACH REPORTING PERSON WITH
6 SHARED VOTING POWER
41,047.713
7 SOLE DISPOSITIVE POWER
405,000
8 SHARED DISPOSITIVE POWER
806,221.713
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<S> <C>
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,211,221.713
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
XX
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
12 TYPE OF REPORTING PERSON*
BK, EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 4 Pages
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ITEM
<S> <C> <C>
1(a) Name of Issuer: BayBanks, Inc.
--------------
(b) Address of Issuer's Principal
-----------------------------
Executive Offices: 175 Federal Street, Boston, MA 02110
-----------------
2(a) Name of Person Filing: BayBank, as trustee of the BayBanks Retirement Plan,
--------------------- as co-trustee of the BayBanks Savings, Profit Sharing
and Stock Ownership Plan, and as trustee under various
other trusts
(b) Address of Principal Business 7 New England Executive Park, Burlington, MA 01803
-----------------------------
Office:
------
(c) Citizenship: Massachusetts
-----------
(d) Title of Class of Securities:
----------------------------
Common Stock, $2.00 par value
(e) CUSIP Number: 072723-10-9
------------
3 Type of Reporting Person: Bank, as defined in Section 3(a)(6) of the Act;
------------------------
Employee benefit plan
4 Ownership
---------
(a) Amount Beneficially Owned: BayBank, in its capacities as trustee of the BayBanks
------------------------- Retirement Plan and as trustee of various other
trusts, is the beneficial owner of 446,047.713 shares
of BayBanks, Inc. Common Stock held by such Plan and
trusts.
BayBank, in its capacity as co-trustee of the BayBanks
Savings, Profit Sharing and Stock Ownership Plan, may
be deemed the beneficial owner of 765,174 shares held
in the ESOP portion of that Plan.
BayBank disclaims beneficial ownership of an
additional 523,191 shares of BayBanks, Inc. Common
Stock held by the BayBanks Savings, Profit Sharing and
Stock Ownership Plan, as to which shares it has
neither voting nor investment power.
Marine Midland Bank, N.A. is the other Co-Trustee of
the Plan.
(b) Percent of Class: 6.5%
----------------
(c) (i) Sole Power to Vote or to Direct
-------------------------------
the Vote: 405,000
--------
(ii) Shared Power to Vote or to
--------------------------
Direct the Vote: 41,047.713
---------------
(iii) Sole Power to Dispose or to
---------------------------
Direct the Disposition Of: 405,000
-------------------------
(iv) Shared Power to Dispose or to
-----------------------------
Direct the Disposition Of: 806,221.71
-------------------------
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Page 4 of 4 Pages
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<S> <C> <C>
5 Ownership of 5% or Less of a Class: Not applicable
----------------------------------
6 Ownership of More Than 5% on Behalf Shares as to which this Schedule is filed are held by
----------------------------------- BayBank as trustee of the BayBanks RetirementPlan, as
of Another Person: co-trustee of the BayBanks Savings, Profit Sharing and
----------------- Stock Ownership Plan, or as trustee under various
other trusts. Participants and beneficiaries of those
plans and trusts have a pecuniary interest in the
dividends from, and the proceeds of the sale of, the
respective shares held by those plans and trusts.
7 Identification and Classification
---------------------------------
of the Subsidiary Which Acquired
--------------------------------
the Security Being Reported on by
---------------------------------
the Parent Holding Company: Not applicable
--------------------------
8 Identification and Classification
---------------------------------
of Members of the Group: Not applicable
-----------------------
9 Notice of Dissolution of Group: Not applicable
------------------------------
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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.
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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
accurate.
BAYBANK, as Trustee
<S> <C>
February 10, 1994 /s/ Michael W. Vasily
- ---------------------------------- -------------------------------
Date Michael W. Vasily
Senior Executive Vice President
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