<PAGE> 1
As filed with the Securities and Exchange Commission on February 15, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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.)
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100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110 (617) 434-2200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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GARY A. SPIESS, ESQ. JANICE B. LIVA, ESQ.
General Counsel and Clerk Assistant General Counsel and Assistant Clerk
BANK OF BOSTON CORPORATION BANK OF BOSTON CORPORATION
100 Federal Street 100 Federal Street
Boston, Massachusetts 02110 Boston, Massachusetts 02110
617-434-2870 617-434-8630
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
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CALCULATION OF REGISTRATION FEE
<TABLE>
======================================================================================================================
<CAPTION>
Amount Proposed Maximum Proposed Maximum Amount of
Title of Each Class to be Offering Price Aggregate Offering Registration Fee
of Securities to be Registered Registered (1) (2) Per Unit (2) Price (2)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par value $2.25 per 126,271 $29.75 $3,756,562.25 $1,296
share (3)
======================================================================================================================
<FN>
(1) All of the shares of Common Stock offered hereby are being sold for the account of a Selling Stockholder of the registrant.
(See "Selling Stockholder" herein.)
(2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) based on the average of the high
and low prices of the Common Stock on February 10, 1995, as reported on the consolidated reporting system.
(3) Includes Preferred Stock Purchase Rights. Prior to the occurrence of certain events, the Rights will not be exercisable or
evidenced separately from the Common Stock.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED FEBRUARY 15, 1995
PROSPECTUS
- ----------
BANK OF BOSTON CORPORATION
126,271 SHARES OF COMMON STOCK
PAR VALUE $2.25 PER SHARE
This Prospectus relates to 126,271 shares (the "Shares") of common
stock, $2.25 par value per share, ("Common Stock"), of Bank of Boston
Corporation (the "Company"). The Shares offered hereby are being sold for the
account of a Selling Stockholder of the Company. See "SELLING STOCKHOLDER."
The Shares may be offered from time to time by the Selling Stockholder.
The Selling Stockholder may offer the Shares for sale at the prices
prevailing on the principal markets on which the Shares are traded on the date
of sale. The Selling Stockholder also may sell the Shares privately, either
directly to the purchaser or through a broker or brokers. All costs, expenses
and fees incurred in connection with the registration of the Shares are being
borne by the Company, but all selling expenses incurred by the Selling
Stockholder will be borne by the Selling Stockholder. The Company will not
receive any of the proceeds from the offering.
The Selling Stockholder, and any brokers through whom sales of the
Shares are made, may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act").
In addition, any profits realized by the Selling Stockholder or brokers on the
sale of the Shares may be deemed to be underwriting commissions.
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. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The Common Stock of the Company is listed on the New York and Boston
Stock Exchanges.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING STOCKHOLDER OR THE UNDERWRITERS, IF ANY. THE DELIVERY OF
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT
THE INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE OF SUCH INFORMATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SHARES TO
WHICH IT RELATES, OR AN OFFER IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
The date of this Prospectus is February ___, 1995.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information filed by the Company can be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can be obtained by mail from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 at prescribed rates. Certain securities of the Company
are listed on the New York Stock Exchange ("NYSE") and the Boston Stock
Exchange ("BSE"), and such reports, proxy statements and other information
concerning the Company also may be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and the Boston
Stock Exchange Incorporated, One Boston Place, Boston, Massachusetts 02108.
This Prospectus does not contain all of the information set forth in
the Registration Statement on Form S-3 (and exhibits thereto, as amended) which
the Company has filed with the Commission under the Securities Act and to which
reference is hereby made. The Registration Statement (and exhibits thereto)
may be inspected at the Public Reference Section of the Commission, at the
address noted above, and copies thereof may be obtained from the Commission at
prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents and information heretofore filed with the Commission
pursuant to Sections 12 or 13 of the Exchange Act:
1. The Company's Annual Report on Form 10-K filed for its most
recent fiscal year.
2. The Company's Quarterly Reports on Form 10-Q filed since its
most recent Annual Report on Form 10-K.
3. The Company's Current Reports on Form 8-K filed since its most
recent Annual Report on Form 10-K.
4. The description of the Company's Common Stock and Preferred
Stock Purchase Rights contained in the Company's registration
statements filed under Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any Prospectus Supplement, or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY WILL PROVIDE UPON REQUEST AND WITHOUT CHARGE TO EACH PERSON
TO WHOM THIS PROSPECTUS IS DELIVERED A COPY OF ANY OR ALL OF THE FOREGOING
DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED THEREIN BY REFERENCE).
WRITTEN REQUESTS SHOULD BE DIRECTED TO INVESTOR RELATIONS, BANK OF BOSTON, P.O.
BOX 2016, 01-16-10, BOSTON, MASSACHUSETTS 02106-2016. TELEPHONE REQUESTS MAY
BE DIRECTED TO INVESTOR RELATIONS AT (617) 434-7858.
2
<PAGE> 4
THE COMPANY
The Company is a registered bank holding company, organized in 1970
under Massachusetts law, which, through its subsidiaries, is engaged in
providing a wide variety of retail, corporate and international financial
services to individuals, corporate and institutional customers, governments,
and other financial institutions. These services include retail banking,
consumer finance, private banking, trust, mortgage origination and servicing,
domestic corporate and investment banking, leasing, international banking,
commercial real estate lending, correspondent banking, and securities and
payments processing. The Company's principal subsidiary is The First National
Bank of Boston (the "Bank"), a national banking association. Other major
banking subsidiaries of the Company are Bank of Boston Connecticut ("BKB
Connecticut") and Rhode Island Hospital Trust National Bank ("Hospital Trust").
As of December 31, 1994, approximately 77% of the Company's total loan volume
consisted of domestic loans and leases, with the balance overseas. The
Company's banking subsidiaries maintain 272 branches in Massachusetts, Rhode
Island and Connecticut. The Company, through its subsidiaries, has a presence
in 31 states of the United States and in 23 foreign countries. As of December
31, 1994, the Company's subsidiaries employed in the aggregate 18,355 full-time
equivalent employees in their domestic and foreign operations.
The executive office of the Company and the head office of the Bank are
located at 100 Federal Street, Boston, Massachusetts 02110 (Telephone
617-434-2200).
SUPERVISION AND REGULATION
The Company is subject to the supervision of, and to regular inspection
by, the Federal Reserve Bank of Boston. The Company's banking subsidiaries
that are organized as national banking associations are subject to regulation
by the Office of the Comptroller of the Currency and the Federal Deposit
Insurance Corporation ("FDIC"). The Company's state chartered banking
subsidiary, BKB Connecticut, is subject to regulation by the FDIC and the
Connecticut Banking Department.
SELLING STOCKHOLDER
The following table sets forth information with respect to the Selling
Stockholder:
<TABLE>
<CAPTION>
Name Number of Shares
--- Owned Prior to Sale Shares to Be Sold
------------------- -----------------
<S> <C> <C>
Banc One Capital Partners II,
Limited Partnership 126,271 126,271
</TABLE>
The Shares of the Company's Common Stock owned by the Selling
Stockholder were acquired on February 10, 1995 in connection with the
acquisition on such date (the "Acquisition Date") by the Company of Ganis
Credit Corporation ("Ganis"). In connection with the acquisition, Banc One
Capital Partners II, Limited Partnership ("Banc One") exercised its rights
under a warrant, which had been previously issued by Ganis to Banc One on
September 1, 1993. Upon the exercise of the Warrant, Banc One became the
holder of 3,409 shares of Class A voting common stock, par value $5.00 per
share, of Ganis (the "Ganis Common Stock"). Upon the consummation of the
Company's acquisition of Ganis, which occurred essentially simultaneously with
Banc One's exercise of the Warrant, the shares of Ganis Common Stock then held
by Banc One were converted into and became exchangeable for 88,269 shares of
the Company's Common Stock. In addition to the shares of the Company's Common
Stock received upon the consummation of the Company's acquisition of Ganis,
Banc One also received on the Acquisition Date 38,002 additional shares of the
Company's Common Stock in consideration of Banc One's agreement to relinquish
certain rights to receive future payments to be made by the Company to the then
former stockholders of Ganis. In connection with Banc One's relinquishment of
such rights, the Company
3
<PAGE> 5
also agreed to use all reasonable efforts to cause all of the shares of the
Company's Common Stock received by Banc One on the Acquisition Date, which
totals 126,271 shares, to become effectively registered under the Securities
Act, in order to facilitate Banc One's resale of such shares. (See
"Registration Rights.")
PLAN OF DISTRIBUTION
The Selling Stockholder has not advised the Company of any specific
plans for the distribution of the Shares offered hereby, but it is anticipated
that the Shares will be sold at prices and on terms then available in brokers'
transactions, negotiated transactions or otherwise. The Company will not
receive any of the proceeds from the offering.
Dealers or brokers participating in such transactions may act as agent
for the Selling Stockholder, or may purchase the Shares offered hereby from the
Selling Stockholder as principal and resell such Shares from time to time in or
through transactions or distributions at market prices prevailing at the time
of sale or at negotiated prices. The Selling Stockholder and dealers or
brokers who participate in the sale or distribution of such Shares may be
deemed to be "underwriters" as defined in the Securities Act. Any
distributors' or sellers' commissions paid or allowed to any such participating
dealers or brokers, and, if any such dealers or brokers purchase shares as
principal, any distributors' or sellers' commissions or profits received on the
resale of such Shares, may be deemed to be discounts and commissions under the
Securities Act. All costs, expenses and fees incurred in connection with the
registration of the Shares are being borne by the Company, but all selling
expenses incurred by the Selling Stockholder will be borne by the Selling
Stockholder.
REGISTRATION RIGHTS
The Selling Stockholder is entitled to certain rights with respect to
the registration of its Shares under the Securities Act. The Company has
agreed to prepare and file a registration statement under the Securities Act at
its expense covering all of the Selling Stockholder's shares, and the Company
is required to use all reasonable efforts to effect such registration. All
expenses of such registration other than selling expenses, will be borne by the
Company.
DESCRIPTION OF COMMON STOCK
GENERAL
The Company's Common Stock as of February 6, 1995 consisted of
200,000,000 authorized shares, par value $2.25 per share, of which there were
106,452,669 shares outstanding. The Common Stock is traded on the NYSE and
the BSE. The transfer agent and registrar for the Common Stock is the Bank.
Shares of Common Stock may be issued from time to time, in such amounts
and proportion and for such consideration as may be fixed by the Board of
Directors of the Company. No holder of Common Stock has any preemptive or
preferential rights to purchase or to subscribe for any shares of capital stock
or other securities which may be issued by the Company. The Common Stock has
no redemption or sinking fund provisions applicable thereto. The Common Stock
does not have any conversion rights.
The Company issues authorized but unissued shares of its Common Stock
in connection with several employee benefit and stock option and incentive
plans maintained by the Company or its subsidiaries, and the Company's
Automatic Dividend Reinvestment and Common Stock Purchase Plan. In addition,
holders of the Company's 7 3/4% Convertible Subordinated Debentures Due 2011
(the "Debentures") are entitled to convert their Debentures into Common Stock
at any time on or before June 15, 2011, unless previously redeemed, at a
conversion price of $23.42 per share, subject to adjustment in certain events.
As of February 6, 1995, approximately $94 million in principal amount of the
Debentures was outstanding. The Debentures are redeemable at the option of the
Company, in whole or in part, at 100.78% of the principal amount plus accrued
interest until December 15, 1995, and thereafter, at 100% of the principal
amount plus accrued interest.
4
<PAGE> 6
The shares of the Common Stock are fully paid and non-assessable.
Section 45 of Chapter 156B of the Massachusetts General Laws provides that
stockholders to whom a corporation makes any distribution, whether by way of
dividend, repurchase or redemption of stock or otherwise (other than a
distribution of stock of the corporation) if the corporation is, or is thereby
rendered, insolvent shall be liable to the corporation for the amount of such
distribution made, or for the amount of such distribution which exceeds that
which could have been made without rendering the corporation insolvent, but in
either event, only to the extent of the amount paid or distributed to such
stockholders, respectively.
LIQUIDATION
In the event of any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, the holders of the Common Stock are
entitled to receive, on a share for share basis, any assets or funds of the
Company which are distributable to its holders of Common Stock upon such
events, subject to the prior rights of creditors of the Company and holders of
the Company's outstanding preferred stock.
VOTING
Holders of Common Stock are entitled to one vote for each share on all
matters voted upon by the stockholders. The shares of Common Stock have
non-cumulative voting rights, which means that the holders of more than 50% of
the shares voting for the election of directors can elect 100% of the directors
if they choose to do so, and in such event, the holders of the remaining shares
voting for the election of directors will not be able to elect any person or
persons to the Board of Directors of the Company.
DIVIDENDS
When, as and if dividends, payable in cash, stock or other property,
are declared by the Board of Directors of the Company out of funds legally
available therefor, the holders of Common Stock are entitled to share equally,
share for share, in such dividends. The payment of dividends on the Common
Stock is subject to the prior payment of dividends on the Company's preferred
stock.
STOCKHOLDER RIGHTS PLAN
On June 28, 1990, the Board of Directors of the Company adopted a
stockholder rights plan providing for a dividend of one Preferred Stock
Purchase Right for each outstanding share of Common Stock of the Company (the
"Rights"). The dividend was distributed on July 12, 1990 to stockholders of
record on that date. Holders of shares of Common Stock issued subsequent to
that date receive the Rights with their shares. The Rights trade automatically
with shares of Common Stock and become exercisable only under certain
circumstances as described below. The Rights are designed to protect the
interests of the Company and its stockholders against coercive takeover
tactics. The purpose of the Rights is to encourage potential acquirers to
negotiate with the Company's Board of Directors prior to attempting a takeover
and to provide the Board with leverage in negotiating on behalf of all
stockholders the terms of any proposed takeover. The Rights may have certain
anti-takeover effects. The Rights should not, however, interfere with any
merger or other business combination approved by the Board of Directors.
Until a Right is exercised, the holder of a Right, as such, will have
no rights as a stockholder of the Company including, without limitation, the
right to vote or receive dividends. Upon becoming exercisable, each Right will
entitle the holder thereof to purchase from the Company a unit equal to one
one-thousandth of a share of the Company's Junior Participating Preferred
Stock, Series D at a purchase price of $50 per unit, subject to adjustment. In
general the Rights will become exercisable upon the earlier of (i) ten days
following a public announcement by the Company that a person or group has
acquired beneficial ownership of 15% or more of the Company's Common Stock or
voting securities representing 15% or more of the total voting power of the
Company (the "Stock Acquisition Date") or (ii) ten business days (or such later
date as the Board of Directors may determine) after the commencement of a
tender offer or exchange offer that would result in a person or
5
<PAGE> 7
group beneficially owning 15% or more of the Company's outstanding Common Stock
or voting securities representing 15% or more of the total voting power of the
Company.
Generally, in the event that a person or group becomes the beneficial
owner of 15% or more of the Company's outstanding Common Stock or voting
securities representing 15% or more of the total voting power of the Company
(other than pursuant to an offer for all outstanding shares of Common Stock and
other voting securities which the Board of Directors determines to be fair to
stockholders and otherwise in the best interests of the Company) (a "Flip-In
Event"), each Right, other than Rights owned by the acquiror, will thereafter
entitle the holder to receive, upon exercise of the Right, Common Stock having
a value equal to two times the exercise price of the Right. In addition, at
any time after a Flip-In Event, the Board of Directors may exchange the then
exercisable Rights (other than Rights held by the acquiror) for Common Stock at
an exchange ratio of one share of Common Stock for each Right. In the event
that, at any time after the Stock Acquisition Date, the Company is acquired in
a merger or other business combination transaction or more than 50% of the
Company's assets, cash flow or earning power is sold or transferred, each
Right, other than Rights owned by the acquiror, will thereafter entitle the
holder thereof to receive, upon the exercise of the Right, common stock of the
acquiror having a value equal to two times the exercise price of the Right.
The Rights are redeemable by the Company at $.0l per Right at any time
prior to ten days after the Stock Acquisition Date (which period may be
extended at any time while the Rights are still redeemable). The Rights will
expire at the close of business on July 12, 2000, unless earlier redeemed or
exchanged.
The foregoing description of the Rights does not purport to be complete
and is qualified in its entirety by the description of the Rights contained in
the Rights Agreement, dated as of June 28, 1990, between the Company and the
Bank, as Rights agent, which is incorporated herein by reference to Exhibit 1
to the Company's Registration Statement on Form 8-A dated July 2, 1990.
LEGAL OPINION
The validity of the Common Stock offered hereby will be passed upon for
the Company by Gary A. Spiess, General Counsel of the Company. As of February
13, 1995, Mr. Spiess had a direct or indirect interest in 27,710 shares of
the Company's Common Stock and had options to purchase an additional 62,151
shares, of which options to purchase 55,225 shares will be exercisable
within 60 days after February 13, 1995.
EXPERTS
The financial statements contained in and incorporated by reference
into the Company's Annual Report on Form 10-K for its most recent fiscal year,
have been incorporated herein by reference in reliance upon the report, set
forth therein of Coopers & Lybrand, independent accountants, and upon the
authority of said firm as experts in accounting and auditing. The report,
referred to above, includes an explanatory paragraph related to the Company's
adoption of Statement of Financial Accounting Standards ("SFAS") No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions;" SFAS
No. 109, "Accounting for Income Taxes;" the change in its method of accounting
for purchased mortgage servicing rights, effective January 1, 1993; and its
adoption of SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," effective December 31, 1993.
6
<PAGE> 8
No dealer, salesperson or other individual has been authorized to give any
information or any representations not contained in this Prospectus or any
Prospectus Supplement in connection with the offering covered by this
Prospectus or any Prospectus Supplement. If given or made, such information or
representations must not be relied upon as having been authorized by the
Company, the Selling Stockholder or the Underwriters, if any. This Prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, the
Common Stock 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 or any Prospectus Supplement nor any sale made hereunder shall,
under any circumstances, create an implication that there has not been any
change in the facts set forth in this Prospectus or in the affairs of the
Company since the date hereof.
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<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
<S> <C>
Available Information .............................................. 2
Incorporation of Certain Documents by Reference .................... 2
The Company ........................................................ 3
Selling Stockholder ................................................ 3
Plan of Distribution ............................................... 4
Description of Common Stock ........................................ 4
Legal Opinion ...................................................... 6
Experts ............................................................ 6
</TABLE>
126,271 SHARES
[LOGO]
BANK OF BOSTON
CORPORATION
Common Stock
(par value $2.25 per share)
------------------
PROSPECTUS
------------------
, 1995
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized listing of the estimated expenses to be
paid by the Registrant in connection with the issuance and sale of the Common
Stock being registered:
<TABLE>
<S> <C>
SEC registration fee.............. $1,296
Printing and engraving expenses... 700
Accountants' fees and expenses.... 5,000
Blue sky fees and expenses........ 500
Miscellaneous..................... 104
------
Total....................... $7,600
======
</TABLE>
All the above amounts except the SEC registration fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of Chapter 156B of the Massachusetts General Laws authorizes
a corporation to indemnify any director, officer, employee or other agent of
the corporation to whatever extent specified in or authorized by (i) the
articles of organization, (ii) a by-law adopted by the stockholders or (iii) a
vote adopted by the holders of a majority of the shares of stock entitled to
vote on the election of directors.
The Registrant's By-laws provide indemnity to the Registrant's
Directors and Officers in such capacity or as directors or officers of a
wholly-owned subsidiary of the Registrant for liability resulting from
judgments, fines, expenses or settlement amounts incurred in connection with
any action, including an action by or in the right of the Registrant, brought
against such person in such capacity. Under Massachusetts law and the Bylaws,
no indemnification may be provided for any person with respect to any matter as
to which he or she shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his or her action was in the
best interest of the Registrant. The By-laws also provide that, with respect
to any matter disposed of by a compromise payment by such Director or Officer
pursuant to a consent decree or otherwise, no indemnification shall be provided
unless such compromise shall be ordered by a court or shall be approved as
being in the best interest of the Registrant, after notice that it involves
such indemnification: (a) by a disinterested majority of the Directors then in
office or (b) by a majority of the disinterested Directors then in office,
provided that there has been obtained an opinion in writing of independent
counsel to the effect that such person does not appear not to have acted in
good faith in the reasonable belief that his or her action was in the best
interests of the Registrant or (c) by the holders of a majority of the
outstanding stock at the time entitled to vote for Directors. Under
Massachusetts law, a court may uphold indemnification in connection with a suit
in which there is a recovery by or in the right of a corporation.
The By-laws also provide for indemnification for all other directors
and officers of the Registrant's wholly owned subsidiaries to the extent
authorized by the Board of Directors on the same statutory standard set forth
in the preceding paragraph. Where such a person is wholly successful in
defending the claim, he or she shall be entitled to indemnification. Directors
and officers of other subsidiaries and employees and agents of the Registrant
and any subsidiaries may be indemnified as determined by the Board from time to
time.
II-1
<PAGE> 10
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
4 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).
5 Opinion of Gary A. Spiess.
23(a) Consent of Coopers & Lybrand.
23(b) Consent of Gary A. Spiess (contained in Exhibit 5).
24 Power of Attorney (see page II-3).
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 13(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement that includes any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; (2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
II-2
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Boston, and Commonwealth of Massachusetts, on
the 15th day of February, 1995.
BANK OF BOSTON CORPORATION
By /s/ Ira Stepanian
----------------------
(Ira Stepanian)
(Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. By so signing, each of the undersigned,
in his or her capacity as a director or officer, or both, as the case may be,
of the Company, does hereby appoint Ira Stepanian, Charles K. Gifford, William
J. Shea, Bradford H. Warner, Robert T. Jefferson and Gary A. Spiess, and each
of them severally, or if more than one acts, a majority of them, his or her
true and lawful attorneys or attorney to execute in his or her name, place and
stead, in his or her capacity as a director or officer or both, as the case may
be, of the Registrant, any and all amendments to said Registration Statement
and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission. Each of said
attorneys shall have full power and authority to do and perform in the name and
on behalf of each of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises as fully and to
all intents and purposes as each of the undersigned might or could do in
person, hereby ratifying and approving the acts of said attorneys and each of
them.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman of the Board of Directors,
Chief Executive Officer
/s/ IRA STEPANIAN and Director February 15, 1995
- ---------------------------- (Chief Executive Officer)
(Ira Stepanian)
President,
Chief Operating Officer
/s/ CHARLES K. GIFFORD and Director February 15, 1995
- ----------------------------
(Charles K. Gifford)
Vice Chairman,
Chief Financial Officer
/s/ WILLIAM J. SHEA and Treasurer February 15, 1995
- ---------------------------- (Chief Financial Officer)
(William J. Shea)
/s/ ROBERT T. JEFFERSON Comptroller February 15, 1995
- ---------------------------- (Chief Accounting Officer)
(Robert T. Jefferson)
</TABLE>
II-3
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ WAYNE A. BUDD Director February 15, 1995
--------------------------
(Wayne A. Budd)
/s/ WILLIAM F. CONNELL Director February 15, 1995
--------------------------
(William F. Connell)
/s/ GARY L. COUNTRYMAN Director February 15, 1995
--------------------------
(Gary L. Countryman)
Director
--------------------------
(Alice F. Emerson)
/s/ THOMAS J. MAY Director February 15, 1995
--------------------------
(Thomas J. May)
Director
--------------------------
(Donald F. McHenry)
/s/ J. DONALD MONAN Director February 15, 1995
--------------------------
(J. Donald Monan)
/s/ PAUL C. O'BRIEN Director February 15, 1995
--------------------------
(Paul C. O'Brien)
Director
--------------------------
(John W. Rowe)
Director
--------------------------
(Richard A. Smith)
/s/ WILLIAM C. VAN FAASEN Director February 15, 1995
--------------------------
(William C. Van Faasen)
Director
--------------------------
(Thomas B. Wheeler)
/s/ ALFRED M. ZEIEN Director February 15, 1995
--------------------------
(Alfred M. Zeien)
</TABLE>
II-4
<PAGE> 1
Exhibit 5
February 15, 1995
Bank of Boston Corporation
100 Federal Street
Boston, Massachusetts 02110
Re: Issuance of Common Stock of Bank of Boston Corporation
Ladies and Gentlemen:
As General Counsel to Bank of Boston Corporation (the "Corporation") I,
and attorneys in my office, have participated with the Corporation, its
officers and officers of The First National Bank of Boston (the "Bank") in the
preparation for filing with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-3 (the "Registration
Statement") covering 126,271 shares of the Corporation's common stock, par
value $2.25 per share, which have been issued to, and are being offered by, the
Selling Stockholder (the "Shares"). In connection with filing such
Registration Statement, the rules and regulations of the Commission require my
opinion, in my capacity as General Counsel of the Corporation, on the matters
set forth below.
In rendering this opinion, I, and other attorneys in my office acting
under my direction, have examined and relied upon originals or copies,
certified or otherwise, of all such corporate records, documents, agreements or
other instruments of the Corporation, and have made such investigation of law
and have discussed with the officers of the Corporation and its subsidiaries
such questions of fact as we have deemed necessary or appropriate. In
rendering this opinion, certificates and statements of officers and directors
of the Corporation and its subsidiaries have been relied upon as to factual
matters and the genuineness of all documents submitted as copies has been
assumed.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been, and when sold by the Selling Stockholder, will be, duly
authorized and issued by all necessary corporate action and are legally issued,
fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
and the related Prospectus.
Very truly yours,
/s/ Gary A. Spiess
Gary A. Spiess
General Counsel
GAS:mes
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Bank of Boston Corporation
We consent to the incorporation by reference, in the registration statement of
Bank of Boston Corporation ("Corporation") on Form S-3, of our report, dated
January 20, 1994 on our audits of the consolidated financial statements of Bank
of Boston Corporation and Subsidiaries as of December 31, 1993 and 1992, and for
each of the three years in the period ended December 31, 1993, included in the
Corporation's 1993 Annual Report to Stockholders and in Exhibit 13 to the
Corporation's Annual Report on Form 10-K. Our report, referred to above,
includes an explanatory paragraph related to the Corporation's adoption of
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 change in its method of
accounting for purchased mortgage servicing rights, effective January 1, 1993;
and its adoption of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," effective
December 31, 1993. We also consent to the reference to our firm under the
caption "Experts."
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 15, 1995
