<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
BANK OF BOSTON CORPORATION
(Name of Issuer)
Common Stock, $1.50 Par Value
(Title of Class of Securities)
060716 10 7
--------------
(CUSIP Number)
Michael W. Vasily
Executive Vice President
BayBanks, Inc.
100 Federal Street
Boston, Massachusetts 02211
(617) 482-1040
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies to:
Jerry V. Klima, Esq.
Palmer & Dodge
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
July 29, 1995
(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: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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================================================================================
CUSIP No. 060716 10 7 13D Page 2 of 5
Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BayBanks, Inc. IRS Identification No. 04-2008039
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e): / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 891,000
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 65,031
REPORTING --------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
915,707
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,463,879
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,379,587
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
================================================================================
<PAGE> 3
CUSIP No. 060716 10 7 Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $1.50 par value per share
("Common Stock"), of Bank of Boston Corporation ("Bank of Boston"), a
Massachusetts corporation. The principal executive offices of Bank of Boston are
located at 100 Federal Street, Boston, Massachusetts 02110.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) and (f) This statement is being filed by BayBanks, Inc.
("BayBanks"), a Massachusetts corporation. The principal executive offices of
BayBanks are located at 100 Federal Street, Boston, Massachusetts 02110.
BayBanks is a commercial banking company that provides a full range of financial
services to individuals, businesses, governmental units, and other banks in the
New England region. The name, principal occupation, business address and
citizenship of each of the executive officers and directors of BayBanks is set
forth on Schedule I hereto.
(d) and (e) During the last five years, neither BayBanks nor, to the best
of BayBanks' knowledge, any of the individuals named in Schedule I hereto, has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
This Amendment No. 1 to Schedule 13D is being filed to report the
disposition of beneficial ownership of 22,400,761 shares of the common stock of
Bank of Boston resulting from the expiration, unexercised and for no
consideration, of an option to purchase that number of shares, which option was
granted to BayBanks in connection with the execution of the December 12, 1995
Agreement and Plan of Merger (the "Merger Agreement") by BayBanks and Bank of
Boston. The option was exercisable only in certain circumstances relating to a
potential change in control of Bank of Boston, none of which occurred. Pursuant
to the Merger Agreement, a wholly-owned subsidiary of Bank of Boston merged with
and into BayBanks (the "Merger"), effective at the opening of business on July
29, 1996, and BayBanks became a wholly-owned subsidiary of Bank of Boston. The
option expired simultaneously with the Merger. A copy of the Merger Agreement
was filed as EXHIBIT A to the Schedule 13D filed by BayBanks on December 22,
1995.
<PAGE> 4
CUSIP No. 060716 10 7 Page 4 of 5 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) As trustee under trusts established for various BayBanks
employee benfit plans and established by its customers, BayBank, N.A., a
wholly-owned subsidiary of BayBanks, has or may be deemed to have (i) sole
investment power over 915,707 shares of Common Stock, (ii) shared investment
power over 1,463,879 shares, (iii) sole voting power over 891,000 shares, and
(iv) shared voting power over 65,031 shares. BayBank, N.A. disclaims beneficial
ownership of an additional 1,167,947 shares of Common Stock held by the BayBanks
Savings, Profit Sharing and Stock Ownership Plan, for which Plan it is a trustee
but as to which shares it has neither voting nor investment power.
(c) Other than (i) transactions in the ordinary course by BayBank, N.A. as
trustee for any of the trust accounts described above that may have occurred
during the past 60 days, and (ii) the conversion of the shares of BayBanks
common stock held in such trust accounts or by the individuals named in Schedule
I hereto into shares of Common Stock pursuant to the Merger, neither BayBanks
nor, to BayBanks' 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, BayBanks does not have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any of the Common Stock.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated as of August 6, 1996 BAYBANKS, INC.
By: /s/ Michael W. Vasily
------------------------
Michael W. Vasily
Executive Vice President
<PAGE> 5
CUSIP No. 060716 10 7 Page 5 of 5 Pages
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF BAYBANKS, INC.
--------------------------------------------------
The name, present principal occupation or employment, and business address
of each of the directors and executive officers of BayBanks is set forth below.
Unless otherwise indicated, each individual listed below is a citizen of the
United States.
Executive Officers
- ------------------
William M. Crozier, Jr. Joan E. Tonra
Chairman, Bank of Boston Corporation Senior Vice President
President, BayBanks, Inc. BayBanks, Inc.
100 Federal Street 100 Federal Street
Boston, MA 02110 Boston, MA 02110
Richard F. Pollard
Vice Chairman Directors
BayBanks, Inc. ---------
100 Federal Street
Boston, MA 02110 Peter J. Manning
Executive Director, Mergers and
Donald L. Isaacs Acquisitions
Vice Chairman Bank of Boston Corporation
BayBanks, Inc. 100 Federal Street
100 Federal Street Boston, MA 02110
Boston, MA 02110
William J. Parent
Ilene Beal Director, Mergers and Acquisitions
Executive Vice President First National Bank of Boston
BayBanks, Inc. 100 Federal Street
100 Federal Street Boston, MA 02110
Boston, MA 02110
Michael W. Vasily
Executive Vice President
BayBanks, Inc.
100 Federal Street
Boston, MA 02110
