<PAGE>
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from ___________ to __________
Commission file number: 1-6522
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
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (6l7) 434-2200
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Common Stock, par value $2.25 per share
Preferred Stock Purchase Rights
Adjustable Rate Cumulative Preferred Stock, Series A (liquidation preference $50
per share)
Adjustable Rate Cumulative Preferred Stock, Series B (liquidation preference $50
per share)
Adjustable Rate Cumulative Preferred Stock, Series C (liquidation preference
$100 per share)
Depositary Shares, each representing one-tenth of a share of 8.60% Cumulative
Preferred Stock, Series E (liquidation preference $25 per Depositary Share)
Depositary Shares, each representing one-tenth of a share of 7 7/8% Cumulative
Preferred Stock, Series F (liquidation preference $25 per Depositary Share)
Name of each exchange on which registered:
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Each class is registered on the Boston Stock Exchange and on the New York Stock
Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)229.405 of this chapter) is not contained herein, and will
not be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
Aggregate market value of shares of common Number of shares of common
stock held by non-affiliates of Registrant as stock outstanding as of
of February 24, 1995 February 24, 1995
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$ 3,228,114,968 107,571,821
Documents Incorporated by Reference:
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1. Pertinent extracts from Registrant's 1994 Annual Report to Stockholders
(Parts I, II and IV).
2. Pertinent extracts from Registrant's Proxy Statement in connection with the
Registrant's 1995 Annual Meeting of Stockholders (Part III).
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)(1) The financial statements required in response to this Item are listed in
response to Item 8 of this Report and are incorporated herein by reference.
(a)(2) Financial statement schedules have been omitted because the information
is either not required, not applicable, or is included in the financial
statements or notes thereto.
(a)(3) Exhibits
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<S> <C> <C>
+ 3(a) - Restated Articles of Organization of
the Corporation, as amended through
November 24, 1993 incorporated herein
by reference to Exhibit 3(a) to the
Corporation's Annual Report on Form
10-K for the year ended December 31,
1993 (File No. 1-6522).
+ 3(b) - By-Laws of the Corporation, as
amended through April 28, 1994.
+ 4(a) - Indenture dated as of January 15,
1986 defining rights of holders of
the Corporation's 7 3/4% Convertible
Subordinated Debentures Due 2011,
incorporated herein by reference to
Exhibit 4(b) to the Corporation's
Annual Report on Form 10-K for the
year ended December 31, 1985 (File
No. 1-6522).
+ 4(b) - Fiscal and Paying Agency Agreement
dated as of February 10, 1986
defining rights of holders of the
Corporation's Subordinated Floating
Rate Notes Due 2001, incorporated
herein by reference to Exhibit 4(d)
to the Corporation's Annual Report on
Form 10-K for the year ended December
31, 1985 (File No. 1-6522).
+ 4(c) - Fiscal and Paying Agency Agreement
dated as of August 26, 1986 defining
rights of holders of the
Corporation's Floating Rate
Subordinated Equity Commitment Notes
Due 1998 incorporated herein by
reference to Exhibit 4(e) to the
Corporation's Annual Report on Form
10-K for the year ended December 31,
1986 (File No. 1-6522).
+ 4(d) - Indenture dated as of June 15, 1987
defining the rights of holders of the
Corporation's 9 1/2% Subordinated
Equity Contract Notes due 1997,
incorporated herein by reference to
Exhibit 4(g) to the Corporation's
Annual Report on Form 10-K for the
year ended December 31, l987 (File
No. 1-6522).
+ 4(e) - Indenture dated as of July 15, 1988
and form of note defining rights of
the holders of the Corporation's
10.30% Subordinated Notes due
September 1, 2000, incorporated
herein by reference to Exhibit 4(i)
to the Corporation's Annual Report on
Form 10-K for the year ended December
31, 1988 (File No. 1-6522).
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</TABLE>
+ Indicates that exhibit was previously filed with the Form 10-K and is not
being filed with this 10-K\A.
-2-
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)(3) Exhibits (cont'd)
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+ 4(f) - Subordinated Indenture dated as of June
15, 1992, as amended by theFirst
Supplemental Indenture dated as of June
24, 1993, and forms of notes defining
rights of the holders of the
Corporation's 6 7/8% Subordinated Notes
due 2003, the 6 5/8% Subordinated Notes
due 2005, and the 6 5/8% Subordinated
Notes due 2004, incorporated herein by
reference to Exhibit 4(d) to the
Corporation's Registration Statement on
Form S-3 (Registration Number 33-48418),
Exhibits 4(e) and 4(f) to the
Corporation's Current Report on Form 8-K
dated June 24, 1993, Exhibit 4 to the
Corporation's Current Report on Form 8-K
dated November 15, 1993, and Exhibit 4 to
the Corporation's Current Report on Form
8-K dated January 5, 1994 (File No.
1-6522).
+ 4(g) - Senior Indenture dated as of June 15,
1992, and forms of notes defining rights
of the holders of the Corporation's
Floating Rate Notes due 1996,
incorporated herein by reference to
Exhibit 4(c) to the Corporation's
Registration Statement on Form S-3
(Registration Number 33-48418), and
Exhibit 4 to the Corporation's Current
Report on Form 8-K dated June 15, 1994
(File No. 1-6522).
+ 4(h) - 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).
+ 4(i) - Deposit Agreement, dated August 13, 1992
between the Corporation and FNBB, as
Depositary, relating to the Corporation's
Depositary Shares, each representing a
one-tenth interest in the Corporation's
8.60% Cumulative Preferred Stock, Series
E, incorporated herein by reference to
Exhibit 4(b) to the Corporation's Current
Report on Form 8-K dated August 13, 1992
(File No. 1-6522).
+ 4(j) - Deposit Agreement, dated as of June 30,
1993 between the Corporation and FNBB, as
Depositary, relating to the Corporation's
Depositary Shares, each representing a
one-tenth interest in the Corporation's 7
7/8% Cumulative Preferred Stock, Series
F, incorporated herein by reference to
Exhibit 4(b) to the Corporation's Current
Report on Form 8-K dated June 24, 1993
(File No. 1-6522).
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+ Indicates that exhibit was previously filed with the Form 10-K and is not
being filed with this 10-K\A.
-3-
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)(3) Exhibits (cont'd)
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+ 10(a) - Bank of Boston Corporation 1982 Stock Option Plan,
as amended, effective February 13, 1995.*
+ 10(b) - Bank of Boston Corporation 1986 Stock Option Plan,
as amended, effective February 13, 1995.*
+ 10(c) - Bank of Boston Corporation and its Subsidiaries
Performance Recognition Opportunity Plan, as
amended effective June 23, 1994.*
+ 10(d) - Bank of Boston Corporation Executive Deferred
Compensation Plan, as amended, effective June 23,
1994.*
+ 10(e) - The First National Bank of Boston Bonus
Supplemental Employee Retirement Plan, as amended,
through June 23, 1994.*
+ 10(f) - Description of the Corporation's Supplemental Life
Insurance Plan, incorporated herein by reference to
Exhibit 10(h) to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1988
(File No. 1-6522).*
+ 10(g) - The First National Bank of Boston Excess Benefit
Supplemental Employee Retirement Plan, as amended,
effective June 23, 1994.*
+ 10(h) - Bank of Boston Corporation 1991 Long-Term Stock
Incentive Plan, as amended, effective February 13,
1995.*
+ 10(i) - Employment Agreement dated July 7, 1992
between The First National Bank of Boston and
Edward A. O'Neal, incorporated herein by reference
to Exhibit 10(k) to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1992
(File No. 1-6522).*
+ 10(j) - Employment Agreement dated December 4, 1992 between
The First National Bank of Boston and William J.
Shea, incorporated herein by reference to Exhibit
10(l) to the Corporation's Annual Report on Form 10-
K for the year ended December 31, 1992 (File No. 1-
6522).*
+ 10(k) - Bank of Boston Corporation Relocation Policy, as
amended through October, 1990, incorporated herein
by reference to Exhibit 10(j) to the Corporation's
Annual Report on Form 10-K for the year ended
December 31, 1990 (File No. 1-6522).*
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* Indicates that document is a management contract or compensatory plan or
arrangement that is required to be filed as an exhibit to this Report pursuant
to Item 14(c) of Form 10-K.
+ Indicates that exhibit was previously filed with the Form 10-K and is not
being filed with this 10-K\A.
-4-
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)(3) Exhibits (cont'd)
<TABLE>
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+ 10(l) - Description of the Corporation's Supplemental Long-
Term Disability Plan effective as of February 10,
1994, incorporated herein by reference to Exhibit
10(l) to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1993 (File
No. 1-6522).*
+ 10(m) - Bank of Boston Corporation's Director Stock Award
Plan effective as of January 1, 1995.*
+ 10(n) - Lease dated as of September 1, 1991 between The
First National Bank of Boston and The Equitable
Federal Street Realty Company Limited Partnership,
incorporated herein by reference to Exhibit 10(l)
to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1991 (File No. 1-6522).
+ 10(o) - Form of Severance Agreement for certain officers,
incorporated herein by reference to Exhibit 10(a)
to the Corporation's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994 (File No.
1-6522).*
+ 10(p) - Form of Severance Agreement for certain officers,
incorporated herein by reference to Exhibit 10(b)
to the Corporation's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994 (File No.
1-6522).*
+ 10(q) - Bank of Boston Corporation Directors Deferred
Compensation Plan effective March 28, 1991.*
+ 10(r) - The First National Bank of Boston Directors
Deferred Compensation Plan effective March 28,
1991.*
+ 11 - Computation of earnings per common share.
+ 12(a) - Computation of the Corporation's Consolidated Ratio
of Earnings to Fixed Charges (excluding interest on
deposits).
+ 12(b) - Computation of the Corporation's Consolidated Ratio
of Earnings to Fixed Charges (including interest on
deposits).
+ 12(c) - Computation of the Corporation's Consolidated Ratio
of Earnings to Combined Fixed Charges and Preferred
Stock Dividend Requirements (excluding interest on
deposits).
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* Indicates that document is a management contract or compensatory plan or
arrangement that is required to be filed as an exhibit to this Report pursuant
to Item 14(c) of Form 10-K.
+ Indicates that exhibit was previously filed with the Form 10-K and is not
being filed with this 10-K\A.
-5-
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)(3) Exhibits (cont'd)
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+ 12(d) - Computation of the Corporation's Consolidated Ratio
of Earnings to Combined Fixed Charges and Preferred
Stock Dividend Requirements (including interest on
deposits).
+ 13(a) - Pages 29 through 58 and 60 through 95 of the
Corporation's 1994 Annual Report to Stockholders.
13(b) - Conformed Page 60 of the Corporation's 1994 Annual
Report to Stockholders.
+ 21 - List of subsidiaries of Bank of Boston Corporation.
+ 23 - Consent of Independent Accountants.
+ 24 - Power of attorney of certain officers and directors
(included on pages II-1 through II-2).
+ 27 - Financial Data Schedule
+ 99 - Notice of Annual Meeting and Proxy Statement for
the Annual Meeting of the Corporation's
Stockholders to be held April 27, 1995,
incorporated herein by reference to the
Corporation's filing under Regulation 14A of the
Exchange Act (File No. 1-6522).
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(b) During the fourth quarter of 1994, the Corporation filed one Current Report
on Form 8-K. The current report dated December 16, 1994, contained
information pursuant to items 5 and 7 of Form 8-K. The Corporation also
filed one Current Report on Form 8-K dated January 19, 1995 which contained
information pursuant to items 5 and 7 of Form 8-K.
- -------------------------------------------------------------------------------
+ Indicates that exhibit was previously filed with the Form 10-K and is not
being filed with this 10-K\A.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report 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 January, 1996.
BANK OF BOSTON CORPORATION
By /s/ ROBERT T. JEFFERSON
-----------------------------
Robert T. Jefferson
Comptroller
(Chief Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates listed below.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman, President,
Chief Executive Officer
/s/ CHARLES K. GIFFORD* and Director January 9, 1996
- --------------------------- (Chief Executive Officer)
(Charles K. Gifford)
Vice Chairman,
Chief Financial Officer
/s/ WILLIAM J. SHEA* and Treasurer January 9, 1996
- --------------------------- (Chief Financial Officer)
(William J. Shea)
/s/ ROBERT T. JEFFERSON Comptroller January 9, 1996
- --------------------------- (Chief Accounting Officer)
(Robert T. Jefferson)
</TABLE>
II-1
<PAGE>
Signature Title Date
--------- ----- ----
/s/ WAYNE A. BUDD* Director January 9, 1996
- -----------------------------
(Wayne A. Budd)
/s/ WILLIAM F. CONNELL* Director January 9, 1996
- -----------------------------
(William F. Connell)
/s/ GARY L. COUNTRYMAN* Director January 9, 1996
- -----------------------------
(Gary L. Countryman)
/s/ ALICE F. EMERSON* Director January 9, 1996
- -----------------------------
(Alice F. Emerson)
/s/ THOMAS J. MAY* Director January 9, 1996
- -----------------------------
(Thomas J. May)
/s/ DONALD F. MCHENRY* Director January 9, 1996
- -----------------------------
(Donald F. McHenry)
/s/ J. DONALD MONAN* Director January 9, 1996
- -----------------------------
(J. Donald Monan)
/s/ PAUL C. O'BRIEN* Director January 9, 1996
- -----------------------------
(Paul C. O'Brien)
/s/ JOHN W. ROWE* Director January 9, 1996
- -----------------------------
(John W. Rowe)
/s/ RICHARD A. SMITH* Director January 9, 1996
- -----------------------------
(Richard A. Smith)
/s/ WILLIAM C. VAN FAASEN* Director January 9, 1996
- -----------------------------
(William C. Van Faasen)
/s/ THOMAS B. WHEELER* Director January 9, 1996
- -----------------------------
(Thomas B. Wheeler)
/s/ ALFRED M. ZEIEN* Director January 9, 1996
- -----------------------------
(Alfred M. Zeien)
*By: /s/ ROBERT T. JEFFERSON
------------------------
Attorney-in-fact
II-2
<PAGE>
EXHIBIT 13(b)
REPORT OF INDEPENDENT ACCOUNTANTS
- ---------------------------------
The Board of Directors and Stockholders
Bank of Boston Corporation:
We have audited the accompanying consolidated balance sheets of Bank of Boston
Corporation and Subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the years in the three year period ended December 31, 1994.
These financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance as to whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Bank of Boston
Corporation and Subsidiaries as of December 31, 1994 and 1993, and the
consolidated results of their operations and cash flows for each of the years in
the three year period ended December 31, 1994 in conformity with generally
accepted accounting principles.
As discussed in Notes 1, 9, 16 and 20 to the financial statements, the
Corporation has adopted 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 changed its method of accounting for purchased mortgage servicing
rights, effective January 1, 1993; and adopted Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," effective December 31, 1993.
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 19, 1995
60
