<PAGE> 1
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 31, 1992)
$300,000,000
[PICTURE OF EAGLE]
BANK OF BOSTON CORPORATION
- --------------------------------------------------------------------------------
6 5/8% SUBORDINATED NOTES DUE 2004
------------------------
Interest on the 6 5/8% Subordinated Notes Due 2004 (the "Subordinated
Notes") is payable semiannually by Bank of Boston Corporation (the
"Corporation") on February 1 and August 1 of each year, commencing August 1,
1994. The Subordinated Notes will mature on February 1, 2004 and are not subject
to redemption prior to maturity.
The Subordinated Notes will be unsecured debt obligations of the Corporation
and will be subordinate and junior in right of payment to all present and future
Senior Indebtedness (as defined herein) of the Corporation. Payment of principal
of the Subordinated Notes may be accelerated only in the case of bankruptcy of
the Corporation or receivership of The First National Bank of Boston (the
"Bank"). There is no right of acceleration in the case of a default in the
payment of interest on the Subordinated Notes or a default in the performance of
any other obligation of the Corporation with respect to the Subordinated Notes.
See "Description of Subordinated Notes -- Subordination -- Events of Default"
below.
The Subordinated Notes will be represented by one or more permanent global
certificates registered in the name of a nominee of The Depository Trust
Company, as Depositary (the "Depositary"). The Subordinated Notes will be
available for purchase in minimum denominations of $1,000 or any amount in
excess thereof which is an integral multiple of $1,000 in book-entry form only.
Beneficial interests in the global certificates will be shown on, and transfers
thereof will be effected only through, records maintained by the Depositary and
its participants. Except as described under "Description of the Subordinated
Notes -- Book-Entry System," owners of beneficial interests in the global
certificates will not be entitled to receive Subordinated Notes in definitive
form. Settlement for the Subordinated Notes will be made in immediately
available funds. The Subordinated Notes will trade in the Depositary's Same-Day
Funds Settlement System until maturity and secondary market trading activity in
the Subordinated Notes will settle in immediately available funds. See
"Description of the Subordinated Notes -- Book-Entry System."
------------------------
THE SUBORDINATED NOTES ARE UNSECURED OBLIGATIONS OF THE CORPORATION, ARE NOT
SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK
SUBSIDIARY OF THE CORPORATION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY
OTHER GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
===================================================================================================================
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) CORPORATION(1)(3)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Subordinated Note................... 99.48% .65% 98.83%
- -------------------------------------------------------------------------------------------------------------------
Total................................... $298,440,000 $1,950,000 $296,490,000
===================================================================================================================
<FN>
(1) Plus accrued interest, if any, from the date of original issuance.
(2) The Corporation has agreed to indemnify the several Underwriters against certain liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(3) Before deducting expenses payable by the Corporation estimated at $380,000.
</TABLE>
------------------------
The Subordinated Notes are offered by the several Underwriters, subject to
prior sale, when, as and if issued to and accepted by them, subject to approval
of certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that the
Subordinated Notes will be delivered in book-entry form only through the
facilities of The Depository Trust Company on or about January 12, 1994.
------------------------
MERRILL LYNCH & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
GOLDMAN, SACHS & CO.
PAINEWEBBER INCORPORATED
WERTHEIM SCHRODER & CO.
INCORPORATED
------------------------
The date of this Prospectus Supplement is January 5, 1994.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SUBORDINATED
NOTES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
The Corporation intends to use the net proceeds from the sale of the
Subordinated Notes for general corporate purposes which may include one or more
of the following: the probable redemption of certain of the Corporation's
outstanding debt securities; investments in and advances to the Corporation's
subsidiaries; and financing future acquisitions of financial institutions,
certain of which may involve financial institutions offered by regulatory
authorities. The Corporation engages on an ongoing basis in discussions
regarding such possible acquisitions. See "Recent Developments" below for a
discussion of the Corporation's announced plan of merger with BankWorcester
Corporation ("BWC").
The precise amounts and timing of the application of proceeds used for such
corporate purposes will depend upon funding requirements and the availability of
other funds to the Corporation and its subsidiaries.
S-2
<PAGE> 3
<TABLE>
CAPITALIZATION
The following table presents the capitalization of the Corporation and its
consolidated subsidiaries at September 30, 1993, as adjusted to give effect to
certain transactions discussed below and as further adjusted to give effect to
the issuance of the Subordinated Notes offered hereby. The capitalization
reflects the mergers with Society for Savings Bancorp, Inc. ("Bancorp") and
Multibank Financial Corp. ("Multibank"), both of which were consummated in July
1993 and accounted for as poolings of interests. The following table should be
read in conjunction with the Supplemental Consolidated Financial Statements of
the Corporation and the related Notes thereto contained in the Corporation's
Current Report on Form 8-K dated November 2, 1993. The financial statements
contained in that Current Report have been restated and presented on a combined
basis as though the Corporation, Bancorp and Multibank had been combined as of
the beginning of the earliest period presented. See "Incorporation of Certain
Documents by Reference" in the accompanying Prospectus. The Corporation's
proposed acquisition of BWC will affect the capitalization of the Corporation
and is not reflected in the following table. For information regarding this
proposed acquisition as well as the Corporation's mergers with Bancorp and
Multibank, see "Recent Developments" below.
<CAPTION>
SEPTEMBER 30, 1993
----------------------------------------------------
OUTSTANDING AS ADJUSTED(1) AS ADJUSTED(1)(2)
----------- --------------- ------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
NOTES PAYABLE(4):
Parent Company:
Floating rate subordinated equity commitment
notes, due February 1996....................... $ 87,960
Subordinated equity contract notes, due August
1997........................................... 129,255 $ 129,255 $ 129,255
Floating rate subordinated equity commitment
notes, due August 1998......................... 106,400 106,400 106,400
Floating rate notes, due September 2000.......... 178,500 178,500 178,500
Subordinated notes, due September 2000........... 150,000 150,000 150,000
Subordinated floating rate notes, due February
2001........................................... 186,100 186,100 186,100
7.75% convertible subordinated debentures, due
June 2011...................................... 94,396 94,396 94,396
Subordinated notes, due July 2003................ 99,869 99,869 99,869
Subordinated notes, due December 2005............ 348,705 348,705
Subordinated notes, due February 2004............ 298,440
---------- ----------- -----------
1,032,480 1,293,225 1,591,665
---------- ----------- -----------
Subsidiaries:
8.375% subordinated notes, due December 2002..... 198,803 198,803 198,803
8.375% subordinated capital notes, due December
1998........................................... 15,264 15,264 15,264
Medium term notes, due 1993 through 1994......... 108,300 108,300 108,300
Senior notes, due 1993 through 2001.............. 321,200 391,163 391,163
Other notes, due 1993 through 1995............... 25,000 25,000 25,000
---------- ----------- -----------
668,567 738,530 738,530
---------- ----------- -----------
Total notes payable......................... 1,701,047 2,031,755 2,330,195
---------- ----------- -----------
STOCKHOLDERS' EQUITY:
Preferred stock without par value:
Authorized shares -- 10,000,000
Issued shares -- 4,593,941.................. 508,436 508,436 508,436
Common stock, par value $2.25:
Authorized shares -- 200,000,000
Issued shares -- 105,627,377
Outstanding shares -- 105,518,628........... 237,662 237,662 237,662
Surplus.......................................... 759,801 759,801 759,801
Retained earnings................................ 1,284,168 1,284,168 1,284,168
Treasury stock, at cost (108,749 shares)......... (779) (779) (779)
Cumulative translation adjustments............... (7,765) (7,765) (7,765)
---------- ----------- -----------
Total stockholders' equity.................. 2,781,523 2,781,523 2,781,523
---------- ----------- -----------
Total notes payable and stockholders' equity..... $4,482,570 $4,813,278 $5,111,718
========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
REGULATORY
MINIMUM
----------
<S> <C> <C> <C> <C>
REGULATORY CAPITAL RATIOS:
Risk-based capital ratios:
Tier 1...................................... 4.00% 7.18% 7.17% 7.16%
Total....................................... 8.00 11.63 12.42 12.40(5)
Leverage ratio................................... 3.00(3) 6.81 6.77 6.72
- ---------------
<FN>
(1) Reflects the effect of the issuance in October 1993 of $70 million of notes
by a Brazilian subsidiary of the Bank, the issuance by the Corporation in
November 1993 of the Subordinated Notes Due December 2005 and the redemption
by the Corporation in December 1993 of the entire principal amount
outstanding of the Floating Rate Subordinated Equity Commitment Notes Due
February 1996.
</TABLE>
S-3
<PAGE> 4
(2) Reflects the effect of the issuance of the Subordinated Notes offered
hereby.
(3) Under current regulations, an additional cushion of at least 100 to 200
basis points is expected for all but the most highly rated institutions.
(4) The notes payable are comprised of unsecured obligations of the Corporation
or of its subsidiaries.
(5) Based on the capitalization of the Corporation at September 30, 1993, as
adjusted to reflect the transactions of the Corporation described in note
(1) above, the Subordinated Notes offered hereby would not be includable in
Tier 2 capital, a component of total risk-based capital. However, the
Corporation anticipates that future earnings and the probable redemption of
certain of its outstanding debt securities should result in the inclusion of
the Subordinated Notes as Tier 2 capital over future periods.
The above table does not include significant amounts of short-term
obligations incurred in the ordinary course of business, including deposit
liabilities, federal funds purchased, securities sold under agreements to
repurchase and other borrowed funds.
S-4
<PAGE> 5
<TABLE>
SUMMARY FINANCIAL DATA
The summary below should be read in conjunction with the Supplemental
Consolidated Financial Statements of the Corporation and the related Notes
thereto contained in the Corporation's Current Report on Form 8-K dated November
2, 1993. The Supplemental Consolidated Financial Statements contained in that
Current Report reflect the mergers with Bancorp and Multibank, both of which
were consummated in July 1993 and accounted for as poolings of interests. The
Supplemental Consolidated Financial Statements have been restated and presented
on a combined basis as though the Corporation, Bancorp and Multibank had been
combined as of the earliest period presented. The summary below should also be
read in conjunction with the Corporation's Annual Report to Stockholders for the
year ended December 31, 1992, which is incorporated by reference into the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1992.
See "Incorporation of Certain Documents by Reference" in the accompanying
Prospectus. Interim unaudited data for the nine months ended September 30, 1993
and 1992 reflect, in the opinion of management of the Corporation, all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of such data. Results for the nine months ended September 30,
1993 are not necessarily indicative of results which may be expected for any
other interim period or for the year as a whole.
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
-------------------- -------------------------------------------------------
1993 1992 1992 1991 1990 1989 1988
------- -------- ------- ------- ------- ------- -------
(UNAUDITED) (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net interest revenue.......................... $1,086.1 $ 956.4 $1,305.8 $1,114.8 $1,222.9 $1,388.4 $1,364.7
Provision for credit losses(1)................ 60.1 157.6 180.6 518.7 764.3 773.7 176.0
------- -------- ------- ------- ------- ------- -------
Net interest revenue after provision for
credit losses............................... 1,026.0 798.8 1,125.2 596.1 458.6 614.7 1,188.7
Noninterest income(2)(5)...................... 466.1 542.3 707.6 762.9 764.1 1,019.2 764.8
Noninterest expense(1)(3)..................... 1,184.3 1,087.4 1,474.1 1,537.9 1,732.0 1,410.8 1,366.0
------- -------- ------- ------- ------- ------- -------
Income (Loss) before income taxes,
extraordinary items & cumulative effect of
changes in accounting principles............ 307.8 253.7 358.7 (178.9) (509.3) 223.1 587.5
Provision for (Benefit from) income taxes..... 135.5 110.0 152.8 (58.0) 2.6 85.0 205.1
------- -------- ------- ------- ------- ------- -------
Income (Loss) before extraordinary items &
cumulative effect of changes in accounting
principles.................................. 172.3 143.7 205.9 (120.9) (511.9) 138.1 382.4
Extraordinary items, net of tax(4)............ 55.7 73.0 7.8 43.7
------- -------- ------- ------- ------- ------- -------
Income (Loss) before cumulative effect of
changes in accounting principles............ 172.3 199.4 278.9 (113.1) (468.2)
Cumulative effect of changes in accounting
principles(5)............................... 24.2
------- -------- ------- ------- ------- ------- -------
Net income (loss)......................... $ 196.5 $ 199.4 $ 278.9 $(113.1) $(468.2) $ 138.1 $ 382.4
======= ======== ======= ======= ======= ======= =======
Per common share:
Income (Loss) before extraordinary items &
cumulative effect of changes in accounting
principles:
Primary................................... $ 1.40 $ 1.30 $ 1.82 $ (1.42) $ (5.67) $ 1.37 $ 4.28
Fully diluted............................. 1.36 1.27 1.78 (1.42) (5.67) 1.37 4.12
Net income (loss):
Primary................................... 1.63 1.85 2.54 (1.33) (5.20) 1.37 4.28
Fully diluted............................. 1.58 1.79 2.45 (1.33) (5.20) 1.37 4.12
Book value.................................. 21.54 19.67 20.21 18.00 19.64 25.85 25.65
Cash dividends declared..................... .30 .10 .10 .82 1.24 1.12
Average number of common shares (in thousands):
Primary................................... 105,232 101,486 101,977 94,730 92,634 90,435 86,078
Fully diluted............................. 110,296 106,405 107,157 94,730 92,634 90,777 90,478
AVERAGE BALANCE SHEET DATA:
Loans and lease financing(1).................. $26,030 $ 25,348 $25,330 $26,167 $28,949 $32,061 $29,588
Total earning assets.......................... 33,661 33,189 33,229 34,563 40,323 40,135 36,507
Total assets.................................. 37,677 36,724 36,855 37,915 43,770 43,674 40,116
Deposits...................................... 28,301 29,077 29,028 29,861 33,505 29,440 26,539
Notes payable................................. 1,384 1,188 1,197 1,552 2,098 2,254 2,194
Stockholders' equity.......................... 2,681 2,144 2,226 1,944 2,431 2,606 2,282
SELECTED RATIOS:
Net interest margin(6)........................ 4.34% 3.88% 3.96% 3.29% 3.12% 3.60% 3.88%
Return on average total assets(6)............. .70 .73 .76 (.30) (1.07) .32 .95
Return on average common equity(6)(7)......... 10.33 13.22 13.37 (7.28) (21.68) 5.18 17.75
Common equity to total assets................. 5.8 5.4 5.7 4.5 4.7 5.0 5.3
Average total stockholders' equity to average
total assets................................ 7.1 5.8 6.0 5.1 5.6 6.0 5.7
</TABLE>
S-5
<PAGE> 6
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
------------------- ------------------------------------------------------
1993 1992 1992 1991 1990 1989 1988
------ ------ ------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Regulatory capital ratios:
Risk-based capital ratios(8):
Tier 1.................................... 7.2% 7.1% 7.1% 5.2% 5.3% NA NA
Total..................................... 11.6 11.1 12.0 9.3 9.4 NA NA
Leverage ratio.............................. 6.8 6.5 6.6 4.6 4.5 NA NA
Net credit losses to average loans and lease
financing(1)(6)............................. .95 1.18 1.22 1.87 2.50 1.65 .74
Reserve for credit losses to loans and lease
financing(1)................................ 2.86 3.84 3.63 4.14 3.90 3.20 2.33
Reserve for credit losses to nonaccrual loans
and lease financing(1)...................... 143.14 112.19 118.51 69.48 56.26 59.34 66.99
Nonaccrual loans and leases and OREO as a
percent of related asset categories......... 2.5 4.3 3.7 7.2 7.8 6.0 4.1
Earnings to fixed charges(9):
Excluding interest on deposits.............. 1.27x 1.32x 1.34x .72x .60x 1.11x 1.42x
Including interest on deposits.............. 1.09 1.09 1.09 .95 .89 1.04 1.15
- ---------------
<FN>
(1) Effective July 1, 1993, in response to guidance issued by banking regulators, the Corporation reclassified its
in-substance repossessions ("ISRs") from other real estate owned ("OREO") to loans. In addition, valuation adjustments to write
down the loans to the fair value of the underlying collateral are treated as credit losses rather than OREO expense. All prior
period amounts were reclassified for comparative purposes. Accordingly, valuation adjustments related to ISRs were reclassified
from OREO expense, a component of noninterest expense, to the provision for credit losses for each period, with corresponding
amounts recorded as credit losses. The reclassifications of these valuation adjustments amounted to $6 million and $30 million
for the nine months ended September 30, 1993 and 1992, respectively. For each of the years in the five-year period ended
December 31, 1992, such reclassifications amounted to $37 million, $54 million, $36 million, $4 million and zero, respectively.
(2) Includes a $43 million gain on the settlement of pension obligations in 1990, and in 1989, a $190 million gain on the
sale of the domestic credit card portfolio and a $52 million gain on the settlement of pension obligations.
(3) Includes merger and restructuring charges of $85 million in 1993, primarily in connection with the Corporation's mergers
with Bancorp and Multibank as well as other expense reduction initiatives of the Corporation. Also includes restructuring
charges of $54 million in 1991 and $139 million in 1990. These charges include $7 million in 1991 and $89 million in 1990 in
connection with the adoption by Bancorp of a restructuring plan to downsize the balance sheet of their banking subsidiary
through sales of certain loans and investments, the discontinuance of certain business lines and the reduction of certain
borrowings. The remaining charges of $47 million in 1991 and $50 million in 1990 were recorded in connection with the
Corporation's plans for additional consolidating and downsizing of various domestic and international operations and facilities
and staff reductions.
(4) For the year ended December 31, 1992 and the nine months ended September 30, 1992, resulted from the recognition of
prior year tax benefit carryforwards. For the years ended December 31, 1991 and 1990, resulted from gains on early
extinguishment of debt.
(5) Includes a cumulative benefit of $77 million resulting from the adoption of Statement of Financial Accounting Standards
(SFAS) No. 109, "Accounting for Income Taxes" and a cumulative charge of $53 million, net of taxes, relating to a change in
accounting methodology pertaining to the valuation of purchased mortgage servicing rights.
(6) Ratios for the nine-month periods are annualized.
(7) For purposes of this ratio, preferred stock dividends have been deducted from net income.
(8) Ratios have been computed based on 1992 rules, which became effective on December 31, 1992.
(9) For purposes of computing the ratio of earnings to fixed charges, earnings represent net income (loss) before
extraordinary items plus applicable income taxes and fixed charges. Fixed charges, excluding interest on deposits, include
interest expense (other than on deposits) and the proportion deemed representative of the interest factor of rent expense, net
of income from subleases. Fixed charges, including interest on deposits, include all interest expense and the proportion deemed
representative of the interest factor of rent expense, net of income from subleases.
For the years ended December 31, 1991 and 1990, earnings were insufficient to cover fixed charges, both excluding and including
interest on deposits. Additional earnings necessary for the years ended December 31, 1991 and 1990, to bring the ratios of
earnings to fixed charges to one-to-one on both an excluding and including interest on deposits basis are $178.9 million and
$509.3 million, respectively.
NA -- Information for calculating the risk-based capital ratios and leverage ratio prior to 1990 is unavailable.
</TABLE>
S-6
<PAGE> 7
RECENT DEVELOPMENTS
On December 7, 1993, the Corporation announced that the Bank entered into
an agreement to sell its United States and Canadian factoring businesses to BNY
Financial Corporation, a subsidiary of The Bank of New York. Consummation of the
transaction is subject to a number of conditions that are typically contained in
an asset purchase agreement. No assurance can be given that the transaction will
be consummated. If consummated, the sale is not expected to have a material
effect on the Corporation's continuing operations.
On October 29, 1993, the Corporation announced certain organizational and
management changes, including the creation of a new Office of the Chairman and
the establishment of a twenty nine member Corporate Working Committee. The
Office of the Chairman consists of Chairman and Chief Executive Officer Ira
Stepanian, President and Chief Operating Officer Charles K. Gifford, Chief
Financial Officer and Treasurer William J. Shea and Edward A. O'Neal, formerly
New England Group Executive. Mr. Shea and Mr. O'Neal were also each elected Vice
Chairman. The Corporation's previous group structure was replaced by fifteen
core business and ten corporate-wide support areas each led by an executive with
authority to operate and manage his or her respective area. These twenty five
executives and the members of the Office of the Chairman comprise the Corporate
Working Committee. These core business and corporate-wide support executives
will work closely with one another and each is linked to one of the members of
the Office of the Chairman. The Corporation eliminated the position of group
executive and three former group executives have left the Corporation.
Additional information concerning these changes is contained in the
Corporation's Current Report on Form 8-K dated November 3, 1993, which is
incorporated herein by reference. See "Incorporation of Certain Documents by
Reference" in the accompanying Prospectus.
On September 21, 1993, BWC and BWC's principal subsidiary, Worcester County
Institute for Savings, entered into an Agreement and Plan of Merger with the
Corporation (the "Merger Agreement") pursuant to which a wholly owned direct or
indirect subsidiary of the Corporation will be merged with and into BWC and BWC
will become a subsidiary of the Corporation. In accordance with the terms of the
Merger Agreement, each outstanding share of BWC common stock, par value $.10 per
share (the "BWC Common Stock"), except for shares held by the Corporation or its
subsidiaries or by BWC or its subsidiaries (in both cases other than in a
fiduciary capacity or as a result of debts previously contracted), and other
than any dissenting shares, shall be converted into the right to receive $34.00
(the "Fixed Consideration"). In addition, in the event that the merger does not
occur on or before June 30, 1994 and the transaction has been approved by BWC's
stockholders and BWC is not in breach of the Merger Agreement, then the Fixed
Consideration will be adjusted upward by an amount determined by: (A)
multiplying (i) the Fixed Consideration by (ii) the average 60-day treasury bill
rate in effect from July 1, 1994 through and including the effective date of the
merger (the "Measurement Period"), (B) dividing the product obtained in clause
(A) by 365, and (C) multiplying such amount by the number of calendar days in
the Measurement Period. Consummation of the merger is subject to certain
regulatory approvals and the approval of BWC's stockholders, who will consider
the transaction at a special meeting of stockholders scheduled for January 28,
1994. No assurance can be given that approvals of the stockholders or the
regulators will be obtained or that the acquisition will be consummated.
Simultaneously with the execution of the Merger Agreement, on September 21,
1993, the Corporation and BWC entered into a stock option agreement (the "Stock
Option Agreement"), pursuant to which BWC has granted to the Corporation an
option (the "Option") to purchase, subject to adjustment in certain events, up
to 1,321,548 authorized but unissued shares of BWC Common Stock for $27.75 per
share. The Option is exercisable upon the occurrence of certain events described
in the Stock Option Agreement.
On July 9, 1993, a wholly owned subsidiary of the Corporation was merged
with and into Bancorp and Bancorp became a subsidiary of the Corporation. In
addition, on July 13, 1993, a wholly owned subsidiary of the Corporation was
merged with and into Multibank and Multibank became a subsidiary of the
Corporation. In connection with each of these mergers each share of Bancorp and
Multibank stock, except for shares (i) held by the Corporation, other than in a
fiduciary capacity, or (ii) held by either Bancorp or Multibank as treasury
stock, was converted into .80 of a share and 1.125 shares, respectively, of the
common stock of the Corporation, par value $2.25 per share. Approximately 9.6
million shares of the Corporation's common stock
S-7
<PAGE> 8
was issued as consideration for Bancorp's 11,997,190 shares of common stock
outstanding. Approximately 10.4 million shares of the Corporation's common stock
was issued as consideration for the 9,228,170 shares of Multibank common stock
outstanding. Supplemental consolidated financial statements giving effect to the
mergers with Bancorp and Multibank, which were accounted for as poolings of
interests, are included in the Corporation's Current Report on Form 8-K, dated
November 2, 1993, which is incorporated herein by reference. See "Incorporation
of Certain Documents by Reference" in the accompanying Prospectus.
As previously reported, in March 1993, a complaint was filed in Delaware
Chancery Court against the Corporation, Bancorp and the Bancorp directors who
voted in favor of the Corporation's merger of Bancorp with the Corporation. The
action was brought by a Bancorp stockholder, individually and as a class action
on behalf of all Bancorp stockholders of record on the date the merger was
announced, and sought an injunction with respect to the merger and damages in an
unspecified amount. In March 1993, the Corporation filed a motion to dismiss for
lack of jurisdiction with respect to the complaint against the Corporation, and
the other defendants moved to dismiss the action on various grounds. A hearing
on the plaintiff's request for a preliminary injunction and on the defendants'
motions to dismiss was held in May 1993 and the Chancery Court denied the
plaintiff's motion for a preliminary injunction and deferred decision on the
defendants' motions to dismiss. In December 1993, the Chancery Court granted
summary judgment in favor of the defendants on all claims and the plaintiff
appealed that decision on December 30, 1993. The Corporation, Bancorp and the
defendant former Bancorp directors have denied the allegations in the complaint
and will continue to defend the action vigorously.
CERTAIN OTHER INFORMATION
As previously reported, since November 1989, the Corporation has provided
information to the Securities and Exchange Commission (the "Commission")
pursuant to an inquiry from the Corporation's announcement of results for the
third quarter of 1989. The Corporation has cooperated with the inquiry. The
Corporation understands that the Commission intends to initiate an
administrative proceeding alleging that certain aspects of the management's
discussion and analysis portion of the Corporation's Form 10-Q for the second
quarter of 1989 did not comply with Section 13(a) of the Securities Exchange Act
of 1934 (the "Exchange Act"). The Corporation believes that it complied with all
applicable securities laws, and that any such proceedings will not have a
material impact on the Corporation's financial condition or results of
operations.
S-8
<PAGE> 9
DESCRIPTION OF THE SUBORDINATED NOTES
The following is a brief summary of the terms of the Subordinated Notes.
The summaries below of the provisions of the Subordinated Notes do not purport
to be complete, should be read in conjunction with the statements under
"Description of Debt Securities -- Subordinated Securities" in the accompanying
Prospectus and are subject to and are qualified in their entirety by reference
to the Subordinated Indenture dated as of June 15, 1992 as amended by the First
Supplemental Indenture dated as of June 24, 1993 (the "First Supplemental
Indenture") (and referred to collectively herein with the Subordinated Indenture
as the "Subordinated Indenture") between the Corporation and Norwest Bank
Minnesota, National Association, as Trustee (the "Trustee"). The Subordinated
Indenture is an exhibit to the Registration Statement of which the accompanying
Prospectus and this Prospectus Supplement form a part. Any terms not defined
herein are as defined in the Subordinated Indenture.
GENERAL
The Subordinated Notes will be issued under the Subordinated Indenture and
will be represented by one or more permanent global certificates registered in
the name of a nominee of The Depository Trust Company (the "Depositary"). The
Subordinated Notes will be available for purchase in minimum denominations of
$1,000 or any amount in excess thereof which is an integral multiple of $1,000
in book-entry form only. See "Book-Entry System" below.
The Subordinated Notes will be limited to $300,000,000 aggregate principal
amount and will mature on February 1, 2004 (the "Date of Maturity"). The
Subordinated Notes are not subject to redemption prior to the Date of Maturity.
The Subordinated Notes will bear interest at the rate per annum set forth on the
cover page of this Prospectus Supplement from January 12, 1994 until the
principal of the Subordinated Notes has been paid in full or a sum sufficient to
pay the principal of the Subordinated Notes has been made available for payment.
Interest on the Subordinated Notes will be payable semiannually in arrears on
February 1 and August 1 of each year, commencing on August 1, 1994, and ending
on the Date of Maturity (each, an "Interest Payment Date") (or, if any such date
is not a Business Day, on the next succeeding Business Day) to the persons in
whose names the Subordinated Notes are registered at the close of business of
the Corporation on the January 15 and July 15, as the case may be, next
preceding such Interest Payment Date. Interest on the Subordinated Notes will be
calculated on the basis of a 360-day year of twelve 30-day months. The term
"Business Day" means any day that is not a Saturday or Sunday or that is not a
day on which commercial banks are required or permitted by applicable law or
regulation to close in the City of New York, New York or the City of Boston,
Massachusetts.
The Subordinated Notes will not be entitled to the benefit of a sinking
fund or to the defeasance and covenant defeasance provisions contained in the
Subordinated Indenture.
THE SUBORDINATED NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF THE CORPORATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR
ANY OTHER GOVERNMENT AGENCY.
FIRST SUPPLEMENTAL INDENTURE
The First Supplemental Indenture was entered into to allow the Subordinated
Notes to be treated as capital for calculation of regulatory capital ratios. The
Board of Governors has issued interpretations of its capital regulations (the
"Interpretations") indicating, among other things, that subordinated debt of
bank holding companies issued on or after September 4, 1992 is includable in
capital for calculation of regulatory capital ratios only if the subordination
of the debt meets certain criteria, the subordinated debt is not subject to
provisions inconsistent with safe and sound banking practices and the
subordinated debt may be accelerated only for bankruptcy, receivership and
similar matters. Accordingly, the First Supplemental Indenture is intended to be
consistent with the Interpretations by amending the subordination and
acceleration provisions in, and deleting certain covenants from, the original
Subordinated Indenture. See "Subordination", "Covenants" and "Events of Default"
below. The Corporation issued $100,000,000 of 6 7/8% subordinated notes on June
30, 1993, which mature on July 15, 2003 and issued $350,000,000 of 6 5/8%
subordinated notes on
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<PAGE> 10
November 22, 1993, which mature on December 1, 2005 (which notes are
collectively referred to in this Prospectus Supplement as the "1993 Subordinated
Notes").
The Subordinated Indenture will be available for inspection at the
corporate trust office of the Trustee at Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479.
SUBORDINATION
The Subordinated Notes will be direct, unsecured subordinated obligations
of the Corporation, will rank pari passu with the Corporation's existing
subordinated indebtedness (subject to the rights of the holders of Additional
Senior Obligations as defined and described below) and the obligation of the
Corporation to make any payment on account of the principal of and interest on
the Subordinated Notes will be subordinate and junior in right of payment to the
holders of all Senior Indebtedness of the Corporation to the extent described
below.
"Senior Indebtedness of the Corporation" is defined in the Subordinated
Indenture to mean all "Indebtedness for Money Borrowed" of the Corporation and
all "Additional Senior Obligations", whether outstanding on the date of
execution of the Subordinated Indenture or thereafter created, assumed or
incurred, except Indebtedness Ranking on a Parity with the Securities or
Indebtedness Ranking Junior to the Securities, and any deferrals, renewals or
extensions of such Senior Indebtedness of the Corporation. "Indebtedness for
Money Borrowed" of the Corporation is defined in the Subordinated Indenture to
mean any obligation of, or any obligation guaranteed by, the Corporation for the
repayment of borrowed money whether or not evidenced by bonds, debentures, notes
or other written instruments, and any deferred obligation for the payment of the
purchase price of property or assets, except Additional Senior Obligations.
"Additional Senior Obligations" is defined in the Subordinated Indenture to
mean, unless otherwise determined with respect to any series of subordinated
securities issued under the Subordinated Indenture, all obligations of the
Corporation associated with derivative products, such as interest rate and
foreign exchange rate contracts, commodity contracts and similar arrangements,
except Indebtedness for Money Borrowed. The meaning of Indebtedness Ranking on a
Parity with the Securities and of Indebtedness Ranking Junior to the Securities
is described in the accompanying Prospectus.
The indentures of the Corporation governing subordinated indebtedness
issued by the Corporation except the 1993 Subordinated Notes (all of which
subordinated indebtedness, including the 1993 Subordinated Notes, constitutes
Indebtedness Ranking on a Parity with the Securities) do not include Additional
Senior Obligations in the definition of Senior Indebtedness of the Corporation.
Additional Senior Obligations was added to the definition of Senior Indebtedness
of the Corporation in the Subordinated Indenture by the First Supplemental
Indenture in order to conform the definition of Senior Indebtedness more
particularly to the Interpretations. As a result, the holders of the 1993
Subordinated Notes and the Subordinated Notes are subordinated to the extent
described below to a potentially broader group of creditors of the Corporation
than are the holders of the Corporation's other subordinated securities and,
accordingly, in the circumstances described below, the holders of the
Subordinated Notes and the holders of the 1993 Subordinated Notes may receive
less, ratably, than the holders of the Corporation's other subordinated
securities.
The obligation of the Corporation to make any payment on account of the
principal of and interest on the Subordinated Notes will be subordinate and
junior in right of payment to the holders of all Senior Indebtedness (other than
Additional Senior Obligations) of the Corporation and, under the circumstances
described in the immediately succeeding sentence, to the holders of Additional
Senior Obligations. In the case of any bankruptcy, insolvency, receivership,
conservatorship, reorganization, readjustment of debt, marshalling of assets and
liabilities or similar proceedings or any liquidation or winding-up of or
relating to the Corporation as a whole, whether voluntary or involuntary, (i)
all obligations of the Corporation to the holders of Senior Indebtedness of the
Corporation (other than Additional Senior Obligations) shall be entitled to be
paid in full before any payment shall be made on account of the principal
(including principal to be paid by delivery of Capital Securities) of, or
premium, if any, or interest, if any, on the Subordinated Notes or on any
Indebtedness Ranking on a Parity with the Securities and (ii) after payment in
full of all sums owing with respect to Senior Indebtedness of the Corporation
(other than Additional Senior Obligations), the holders of the Subordinated
Notes, together with the holders of any Indebtedness Ranking on a Parity with
the
S-10
<PAGE> 11
Securities, shall be entitled, ratably, to be paid from the remaining assets of
the Corporation the amounts at the time due and owing on account of unpaid
principal of and interest on the Subordinated Notes and principal of, premium,
if any, and interest, if any, on any Indebtedness Ranking on a Parity with the
Securities before any payment or other distribution, whether in cash, property
or otherwise, shall be made on account of any capital stock or any Indebtedness
Ranking Junior to the Securities, provided, however, that if, after giving
effect to the operation of clause (i) above, (x) any amount of cash, property or
securities remains available for payment or distribution in respect of the
Subordinated Notes and the 1993 Subordinated Notes (such cash, property or
securities constituting "Excess Proceeds") and (y) creditors in respect of
Additional Senior Obligations have not received payment in full of amounts due
or to become due thereon or payment of such amounts has not been duly provided
for, then such Excess Proceeds shall first be applied, ratably if and to the
extent provided with respect to any other subordinated indebtedness of the
Corporation, to pay or provide for the payment in full of all such Additional
Senior Obligations before any payment shall be made on account of the principal
of or interest on the 1993 Subordinated Notes and the Subordinated Notes.
In addition, in the event and during the continuation of any default in the
payment of principal of, or premium, if any, or interest on, any Senior
Indebtedness of the Corporation (other than Additional Senior Obligations)
beyond any applicable period of grace, or in the event that any event of default
with respect to any Senior Indebtedness of the Corporation (other than
Additional Senior Obligations) shall have occurred and be continuing, or would
occur as a result of the payment referred to hereinafter, permitting the holders
of such Senior Indebtedness (or a trustee on behalf of the holders thereof) to
accelerate the maturity thereof, then, unless and until such default or event of
default shall have been cured or waived or shall have ceased to exist, no
payment of principal of or interest on the 1993 Subordinated Notes or the
Subordinated Notes, or in respect of any redemption, exchange, retirement,
purchase or other acquisition of any of the 1993 Subordinated Notes or the
Subordinated Notes, shall be made by the Corporation.
By reason of the subordination of the 1993 Subordinated Notes and the
Subordinated Notes in favor of the holders of Senior Indebtedness of the
Corporation (including, to the extent set forth above, Additional Senior
Obligations), in the event of the distribution of assets upon any
reorganization, liquidation or winding-up of the Corporation, (i) holders of the
Corporation's existing subordinated indebtedness may recover less, ratably, than
creditors in respect of Additional Senior Obligations and may recover more,
ratably, than the holders of the 1993 Subordinated Notes and the Subordinated
Notes and (ii) certain creditors of the Corporation who are not holders of
Senior Indebtedness of the Corporation, the 1993 Subordinated Notes, the
Subordinated Notes or Indebtedness Ranking on a Parity with the Securities may
recover less, ratably, than holders of Senior Indebtedness of the Corporation
and may recover more, ratably, than holders of the 1993 Subordinated Notes or
the Subordinated Notes.
The Subordinated Indenture does not limit the amount of subordinated
securities which may be issued thereunder, nor does the Subordinated Indenture
limit the amount of Senior Indebtedness of the Corporation which may be incurred
by the Corporation. The Subordinated Indenture provides that subordinated
securities may be issued thereunder up to the aggregate principal amount which
may be authorized from time to time by the Corporation. At September 30, 1993,
the aggregate principal amount of Senior Indebtedness of the Corporation was
approximately $189 million.
COVENANTS
In order to conform to the Interpretations, the First Supplemental
Indenture has modified, with respect to subordinated securities issued pursuant
to the Subordinated Indenture, including the Subordinated Notes, a covenant
requiring the Corporation to maintain the corporate existence of certain of its
banking subsidiaries and has eliminated covenants pertaining to the
Corporation's payments of dividends in, or the creation of liens on, the capital
stock of the Bank.
EVENTS OF DEFAULT
Consistent with the requirements of the Interpretations, the First
Supplemental Indenture narrows the Events of Default to certain events of the
bankruptcy of the Corporation or the receivership of the Bank. There is no right
of acceleration in the case of a default in the payment of principal or interest
on the Subordinated Notes or a default in the performance of any other
obligation of the Corporation with respect to the
S-11
<PAGE> 12
Subordinated Notes. Payment of principal on the Subordinated Notes may be
accelerated only in certain events involving the bankruptcy of the Corporation
or the receivership of the Bank. See "Description of Debt Securities --
Subordinated Securities -- Events of Default; Defaults" in the accompanying
Prospectus.
BOOK-ENTRY SYSTEM
The Subordinated Notes will be represented by one or more permanent global
certificates in registered form deposited with or on behalf of the Depositary
and registered in the name of a nominee of the Depositary under the Indenture.
So long as the Depositary or its nominee is the registered owner of the
Subordinated Notes the Depositary, or such nominee as the case may be, will be
considered to be the sole owner or holder of the Subordinated Notes for all
purposes of the Subordinated Indenture. Unless and until it is exchanged in
whole or in part for Subordinated Notes in definitive form, the Subordinated
Notes may not be transferred except as a whole by the Depositary to a nominee of
the Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by the Depositary or any nominee to a successor
depositary or any nominee of such successor. Beneficial interests in the
Subordinated Notes will be shown on, and transfers thereof will be effected only
through, records maintained by the Depositary and its participants. The Bank
through its Head Office in Boston, Massachusetts and BancBoston Trust Company of
New York through its office in the Borough of Manhattan in the City of New York
(collectively, the "Paying Agents") will act as the Corporation's Paying Agents
with respect to the Subordinated Notes. The Corporation may at any time rescind
the designation of a Paying Agent, appoint a successor Paying Agent, or approve
a change in the office through which any Paying Agent acts. Owners of beneficial
interests in the global certificates will not be entitled to receive
Subordinated Notes in definitive form and will not be considered holders of
Subordinated Notes unless (i) the Depositary notifies the Corporation in writing
that it is no longer willing or able to act as a depositary or if the Depositary
ceases to be a clearing agency registered under the Exchange Act, (ii) the
Corporation, at its option, notifies the Paying Agents in writing that it elects
to cause the issuance of Subordinated Notes in definitive form or (iii) any
event shall have happened and be continuing which, after notice or lapse of
time, or both, would constitute an Event of Default with respect to the
Subordinated Notes. In such circumstances, upon surrender by the Depositary or a
successor depositary of the global certificates, Subordinated Notes in
definitive form will be issued to each person that the Depositary or successor
identifies as the beneficial owner of the related Subordinated Notes in the name
of, and cause the same to be delivered to, such person or persons (or the
nominee thereof). Such Subordinated Notes would be issued in fully registered
form without coupons, in minimum denominations of $1,000 or any amount in excess
thereof that is an integral multiple of $1,000. Such Subordinated Notes may not
be exchanged subsequently by a holder for Subordinated Notes in denominations of
less than the minimum denomination issued.
The Depositary has advised the Corporation as follows: The Depositary is a
limited purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered under the Exchange Act. The Depositary was created to hold securities
of its participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers (including the Underwriters), banks,
trust companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own the Depositary. Access to the
Depositary's book-entry system is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. The Depositary
agrees with and represents to its participants that it will administer its
book-entry system in accordance with its rules and by-laws and requirements of
law. The information concerning the Depositary and its book-entry system has
been obtained from sources that the Corporation believes to be reliable;
however, the Corporation takes no responsibility for the accuracy thereof.
Principal and interest payments on the Subordinated Notes registered in the
name of the Depositary's nominee will be made to the Depositary's nominee as the
registered owner of the global certificates. Under the terms of the Subordinated
Indenture, the Corporation and the Paying Agents will treat the persons in whose
names the Subordinated Notes are registered as the owners of such Subordinated
Notes for the purpose of
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<PAGE> 13
receiving payment of principal and interest on such Subordinated Notes and for
all other purposes whatsoever. Therefore, neither the Corporation nor the Paying
Agents has any direct responsibility or liability for the payment of principal
of or interest on the Subordinated Notes to owners of beneficial interests in
the global certificates. The Depositary has advised the Corporation and the
Paying Agents that its current practice is to credit the accounts of the
participants with payments of principal or interest on the date payable in
amounts proportionate to their respective holdings in principal amount of
beneficial interests in the global certificates as shown in the records of the
Depositary, unless the Depositary has reason to believe that it will not receive
payment on such date. The Depositary's current practice is to credit such
accounts, as to interest, in next-day funds, and, as to principal, in same-day
funds. Payments by participants and indirect participants to owners of
beneficial interests in the global certificates will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of the participants or indirect participants.
Settlement for the Subordinated Notes will be made in immediately available
funds. The Subordinated Notes will trade in the Depositary's Same-Day Funds
Settlement System until maturity, and therefore the Depositary will require
secondary trading activity in the Subordinated Notes to be settled in
immediately available funds. Secondary trading in long-term notes and debentures
of corporate issuers is generally settled in clearing-house or next-day funds.
No assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in the Subordinated Notes.
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<PAGE> 14
<TABLE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Corporation and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Donaldson, Lufkin & Jenrette Securities
Corporation, Goldman, Sachs & Co., PaineWebber Incorporated and Wertheim
Schroder & Co. Incorporated (the "Underwriters"), the Corporation has agreed to
sell to the Underwriters, and the Underwriters have severally agreed to
purchase, the respective principal amounts of the Subordinated Notes set forth
after their names below. The Underwriting Agreement provides that the
obligations of the Underwriters are subject to certain conditions precedent and
that the Underwriters will be obligated to purchase all of the Subordinated
Notes if any are purchased.
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................. $ 60,000,000
Donaldson, Lufkin & Jenrette Securities Corporation........ 60,000,000
Goldman, Sachs & Co. ...................................... 60,000,000
PaineWebber Incorporated................................... 60,000,000
Wertheim Schroder & Co. Incorporated....................... 60,000,000
-----------
Total......................................... $300,000,000
===========
</TABLE>
The Underwriters have advised the Corporation that they propose initially
to offer the Subordinated Notes to the public at the public offering price set
forth on the cover page of this Prospectus Supplement, and to certain dealers at
such price less a concession not in excess of .4% of the principal amount. The
Underwriters may allow, and such dealers may reallow, a discount not in excess
of .25% of the principal amount of the Subordinated Notes to certain other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
The Subordinated Notes are a new issue of securities with no established
trading market. The Corporation has been advised by the Underwriters that they
intend to make a market in the Subordinated Notes but are not obligated to do so
and may discontinue market making at any time without notice. No assurance can
be given as to the liquidity of the trading market for the Subordinated Notes.
The Corporation has agreed to indemnify the several Underwriters against
certain liabilities, including certain liabilities under the Securities Act of
1933, as amended.
Certain of the Underwriters engage in transactions with and perform
services for the Corporation in the ordinary course of business. Wertheim
Schroder & Co. Incorporated is acting as a financial advisor, and has provided a
fairness opinion, to the Corporation in connection with its proposed acquisition
of BWC. Merrill Lynch, Pierce, Fenner & Smith Incorporated, acted as a financial
advisor to BWC in connection with the proposed acquisition of BWC by the
Corporation. In addition, the Corporation holds a less than five percent equity
interest in Wertheim Schroder & Co. Incorporated.
LEGAL OPINIONS
The validity of the Subordinated Notes offered hereby will be passed upon
for the Corporation by Gary A. Spiess, General Counsel of the Corporation, and
for the Underwriters by Shearman & Sterling, 599 Lexington Avenue, New York, New
York 10022. Shearman & Sterling will rely as to all matters of Massachusetts law
on the opinion of Mr. Spiess. As of January 5, 1994, Mr. Spiess had a direct or
indirect interest in 17,228 shares of the Corporation's Common Stock and had
options to purchase an additional 45,239 shares, all of which options will be
exercisable within 60 days after January 5, 1994.
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<PAGE> 15
EXPERTS
The financial statements of the Corporation appearing in the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1992 and the
Supplemental Financial Statements of the Corporation for the year ended December
31, 1992 appearing in the Corporation's Current Report on Form 8-K dated
November 2, 1993, have been audited by Coopers & Lybrand, independent auditors,
as set forth in their reports thereon included therein and incorporated herein
by reference. Such financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
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<PAGE> 16
===============================================================================
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION OR THE UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SUBORDINATED NOTES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN ANY CHANGE IN
THE FACTS SET FORTH IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS OR IN THE
AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF.
------------------------
<TABLE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<CAPTION>
PAGE
----
<S> <C>
Use of Proceeds....................... S-2
Capitalization........................ S-3
Summary Financial Data................ S-5
Recent Developments................... S-7
Description of the Subordinated
Notes............................... S-9
Underwriting.......................... S-14
Legal Opinions........................ S-14
Experts............................... S-15
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Corporation....................... 3
Consolidated Ratios of Earnings to
Fixed Charges and Combined Fixed
Charges and Preferred Stock Dividend
Requirements........................ 4
Recent Legislation.................... 5
Use of Proceeds....................... 7
Description of Debt Securities........ 8
Description of Preferred Stock........ 18
Description of Common Stock........... 24
Description of Capital Securities..... 25
Description of Securities Warrants.... 26
Plan of Distribution.................. 27
Legal Opinions........................ 28
Experts............................... 28
===============================================================================
</TABLE>
===============================================================================
$300,000,000
[PICTURE OF EAGLE]
BANK OF BOSTON
CORPORATION
--------------------------------------------
6 5/8% SUBORDINATED NOTES DUE 2004
------------------------
PROSPECTUS SUPPLEMENT
------------------------
MERRILL LYNCH & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
GOLDMAN, SACHS & CO.
PAINEWEBBER INCORPORATED
WERTHEIM SCHRODER & CO.
INCORPORATED
JANUARY 5, 1994
===============================================================================
