<PAGE>
As filed with the Securities and Exchange Commission on August 10, 1995
Registration No. 33-_______
--------------------------------------------------------------------------------
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.)
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)
------------------------------------
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.
-----------------------------------
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/
-------------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Each Class to be Offering Price Per Aggregate Offering Registration
of Securities to be Registered Registered (1)(2) Unit (2) Price (2) Fee
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par value 27,308 $43.375 $1,184,484 $408
$2.25 per share (3)
================================================================================================================
</TABLE>
(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 August 8, 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.
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>
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 AUGUST 10, 1995
PROSPECTUS
----------
27,308 SHARES
[LOGO OF BANK OF BOSTON APPEARS HERE]
BANK OF BOSTON CORPORATION
=================================
COMMON STOCK
(Par value $2.25 per share)
This Prospectus relates to 27,308 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 August , 1995.
<PAGE>
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 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>
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 June 30, 1995,
approximately 75% of the Company's total loan volume consisted of domestic loans
and leases, with the balance overseas. The Company's banking subsidiaries
maintain 269 branches in Massachusetts, Rhode Island and Connecticut. The
Company, through its subsidiaries, has a presence in 35 states of the United
States and in 24 foreign countries. As of June 30, 1995, the Company's
subsidiaries employed in the aggregate approximately 18,100 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>
Roger T. Kirwan
and Gail A. Kirwan
647,350 27,308
</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"). Upon the consummation of the Company's acquisition of Ganis, the
shares of Ganis Class A voting common stock then held by the Selling Stockholder
were converted into and became exchangeable for 647,350 shares of the Company's
Common Stock. In connection with the acquisition of Ganis, the Company agreed to
use all reasonable efforts to cause the 27,308 shares of the Company's Common
Stock offered hereby, which represent a portion of the shares of the Company's
Common Stock received by the Selling Stockholder on the Acquisition Date, to
become effectively registered under the Securities Act, in order to facilitate
the Selling Stockholder'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.
-3-
<PAGE>
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 27,308 shares of the Company Common Stock owned received by the
Selling Stockholder in connection with the Acquistion of Ganis, 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 July 31, 1995 consisted of 200,000,000
authorized shares, par value $2.25 per share, of which there were 111,682,448
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.
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
noncumulative voting rights, which means that the holders
-4-
<PAGE>
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 acquirors 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 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 one share of Common
Stock for each Right. In the event that, 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 $.01 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.
-5-
<PAGE>
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 August 4, 1995,
Mr. Spiess had a direct or indirect interest in 27,129 shares of the Company's
Common Stock and had options to purchase an additional 62,151 shares, of which
options to purchase 57,351 shares will be exercisable within 60 days after
August 4, 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, L.L.P., 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>
================================================================================
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.
______________________
TABLE OF CONTENTS
Page
Available Information........................... 2
Incorporation of Certain
Documents by Reference........................ 2
The Company..................................... 3
Selling Stockholder............................. 3
Plan of Distribution............................ 3
Description of Common Stock..................... 4
Legal Opinion................................... 6
Experts......................................... 6
================================================================================
================================================================================
27,308 SHARES
[LOGO OF BANK OF BOSTON APPEARS HERE]
BANK OF BOSTON
CORPORATION
==============
Common Stock
(par value $2.25 per share)
------------------
PROSPECTUS
------------------
August __, 1995
================================================================================
<PAGE>
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:
SEC registration fee............. $408
Printing and engraving expenses.. 300
Accountants' fees and expenses... 5,000
Blue sky fees and expenses....... 500
Miscellaneous.................... 102
---
Total............................ $6,310
======
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 By-laws, 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
II-1
<PAGE>
subsidiaries and employees and agents of the Registrant and any
subsidiaries may be indemnified as determined by the Board from time to
time.
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>
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 9th day of August, 1995.
BANK OF BOSTON CORPORATION
By /s/ Charles K. Gifford
--------------------------
(Charles K. Gifford)
(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 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.
Signature Title Date
--------- ----- ----
Chairman of the Board of
Directors, Chief Executive
/s/ CHARLES K. GIFFORD Officer, President, August 9, 1995
---------------------------- and Director
(Charles K. Gifford) (Chief Executive Officer)
Vice Chairman, Chief
/s/ WILLIAM J. SHEA Financial Officer August 9, 1995
---------------------------- and Treasurer
(William J. Shea) (Chief Financial Officer)
/s/ ROBERT T. JEFFERSON Comptroller August 9, 1995
---------------------------- (Chief Accounting Officer)
(Robert T. Jefferson)
II-3
<PAGE>
Signature Title Date
--------- ----- ----
/s/ WAYNE A. BUDD Director August 9, 1995
----------------------------
(Wayne A. Budd)
/s/ WILLIAM F. CONNELL Director August 9, 1995
----------------------------
(William F. Connell)
/s/ GARY L. COUNTRYMAN Director August 9, 1995
----------------------------
(Gary L. Countryman)
Director August __, 1995
----------------------------
(Alice F. Emerson)
/s/ THOMAS J. MAY Director August 9, 1995
----------------------------
(Thomas J. May)
Director August __, 1995
----------------------------
(Donald F. McHenry)
/s/ J. DONALD MONAN Director August 9, 1995
----------------------------
(J. Donald Monan)
/s/ PAUL C. O'BRIEN Director August 9, 1995
----------------------------
(Paul C. O'Brien)
Director August __, 1995
----------------------------
(John W. Rowe)
Director August __, 1995
----------------------------
(Richard A. Smith)
/s/ WILLIAM C. VAN FAASEN Director August 9, 1995
----------------------------
(William C. Van Faasen)
Director August __, 1995
----------------------------
(Thomas B. Wheeler)
/s/ ALFRED M. ZEIEN Director August 9, 1995
----------------------------
(Alfred M. Zeien)
II-4
<PAGE>
Exhibit 5
August 9, 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 27,308 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>
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 19, 1995 on our audits of the consolidated financial
statements of Bank of Boston Corporation and Subsidiaries as of December
31, 1994 and 1993, and for each of the three years in the period ended
December 31, 1994, included in the Corporation's 1994 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
August 10, 1995
