SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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).
CUSIP NO. 072723-10-9
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marine Midland Bank as co-trustee of the BayBanks Savings, Profit Sharing
and Stock Ownership Trust (the "Trust")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
Not applicable.
(A)
(B)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Marine Midland Bank is a state-chartered bank organized under the laws of
the State of New York.
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 1,277,791
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 1,277,791
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,277,791
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES *
Not applicable.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5% of 19,640,933 shares of Common Stock outstanding as of December 31,
1995
12. TYPE OF REPORTING PERSON *
EP
The filing of this Statement on Schedule 13G is made by Marine Midland Bank, as
co-trustee (the "Trustee") of the BayBanks Savings, Profit Sharing and Stock
Ownership Trust (the "Trust," or the "Plan") voluntarily and does not
constitute, and should not be construed as, an admission that either the Trust
or the Trustee beneficially owns any securities covered by this Statement or is
required to file this Statement for the Trust and the Trustee. In this
connection, the Trust and the Trustee disclaim beneficial ownership of the
securities covered by this Statement.
Item 1(a) NAME OF ISSUER:
BayBanks, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
175 Federal Street
Boston, MA 02110
Item 2(a) NAME OF PERSON FILING:
Marine Midland Bank as co-trustee of the BayBanks Savings, Profit
Sharing and Stock Ownership Trust for employees of BayBanks, Inc. and
Affiliated Companies
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
c/o Marine Midland Bank
250 Park Avenue
New York, New York 10177
Attention: Stephen J. Hartman
Item 2(c) CITIZENSHIP:
The Trust has been organized under the laws of the State of
Massachusetts. The Trustee is a state chartered bank organized under
the laws of the State of New York.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $2.00 par value.
Item 2(d) CUSIP NUMBER:
072723-10-9
Item 3 THE PERSON FILING THIS STATEMENT IS A:
[b] [x] Bank as defined in Section 3(a)(6) of the Act.
[f] [x] The Trust is an Employee benefit plan which is subject to the
provisions of the Employee Retirement Income Security Act of 1974.
Item 4 OWNERSHIP
(a) Amount Beneficially Owned: 1,277,791<F1>
(b) Percent of Class: 6.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
1,277,7911<F1>
(iii) sole power to dispose or direct the disposition of:
0
(iv) shared power to dispose or direct the disposition of:
1,277,7911<F1>
[FN] Of the 1,277,791 shares of Common Stock reported herein, 578,238
shares are held in the BayBanks, Inc. Common Stock Fund (the "Common
Stock Fund") portion of the Trust (all of which are allocated to
accounts of participants) and 699,553 are held in the Issuer's
Employee Stock Ownership Plan (the "ESOP"). Under the Plan, the
Trustee votes all shares in the Common Stock Fund portion of the Trust
in accordance with the voting instructions received from participants
in that fund and votes all allocated and unallocated shares of Common
Stock in the ESOP in accordance with the voting instructions received
from participants with allocated shares. The Plan provides that, in a
tender offer, the Trustee will tender allocated ESOP shares and shares
in the Common Stock Fund as instructed by the respective participants
and will tender unallocated ESOP shares in the same proportion as it
tenders allocated ESOP shares. 429,058 shares of Common Stock
reported herein are allocated to accounts of participants of the ESOP.
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Participants of the Plan are entitled to receive certain distributions
or assets held by the Trust. Such distributions may include proceeds
from dividends on, or the sale of, shares of Common Stock reflected in
this Schedule 13G.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not applicable.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Item 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.
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
correct.
February 1, 1996
Date
Marine Midland Bank (not in its individual or
corporate capacity but solely as Trustee)
/s/ Stephen J. Hartman
Signature
Stephen J. Hartman
Administrative Vice President
Name/Title
