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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 1996
BANK OF BOSTON CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 1-6522 04-2471221
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Federal Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 434-2200
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Item 2. Acquisition or Disposition of Assets.
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On July 29, 1996, Boston Merger Corp., a wholly owned subsidiary of Bank of
Boston Corporation ("Bank of Boston"), was merged (the "Merger") with and into
BayBanks, Inc. ("BayBanks"), and BayBanks became a subsidiary of Bank of Boston.
In connection with the Merger, each outstanding share of BayBanks common stock,
par value $2.00 per share ("BayBanks Common Stock"), except for shares (i) held
by BayBanks as treasury stock, (ii) held directly or indirectly by Bank of
Boston, BayBanks or any of their respective subsidiaries (other than shares held
directly or indirectly in trust accounts, managed accounts and the like or
otherwise held in a fiduciary capacity that were beneficially owned by third
parties or in respect of a debt previously contracted) or (iii) shares held by
dissenting stockholders who had duly perfected their rights of appraisal, was
converted into 2.2 shares of the common stock of Bank of Boston, par value $1.50
per share ("Bank of Boston Common Stock"). Approximately 43.6 million shares of
Bank of Boston Common Stock were issued as consideration for the 19.8 million
shares of BayBanks Common Stock outstanding immediately prior to the effective
time of the Merger. The terms of the Merger, including the exchange ratio, were
the result of arms' length negotiations between BayBanks and Bank of Boston. In
reaching the determination of these terms, the Boards of Directors of BayBanks
and Bank of Boston consulted with their respective management and legal and
financial advisors, and considered a number of factors including, without
limitation, the financial condition, businesses and prospects of BayBanks and
Bank of Boston; the financial prospects of the combined company; and the
opinions of their respective financial advisors as to the fairness of the
exchange ratio.
Item 5. Other Events.
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On July 25, 1996, the Board of Directors of Bank of Boston elected Henrique
de Campos Meirelles as Bank of Boston's President and Chief Operating Officer
and a member of its Board of Directors. The press release announcing this
action, a copy of which is filed as an exhibit hereto, is incorporated herein by
reference. Mr. Meirelles, who will be responsible for all of Bank of Boston's
major businesses, will report to Charles K. Gifford, Bank of Boston's Chief
Executive Officer. In addition, immediately following the effective time of the
Merger, William M. Crozier, Jr., who had previously served as Chairman of the
Board and President of BayBanks, became Chairman of the Board of Bank of Boston.
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Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired
The financial statement information required by this Item was incorporated
by reference in Bank of Boston's Proxy Statement dated March 18, 1996 (the
"Proxy Statement"), as updated by Exhibits 23 and 99(b) to Bank of Boston's
Current Report on Form 8-K dated May 16, 1996 (the "Form 8-K"), each as
previously filed by Bank of Boston under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(b) Pro Forma Financial Information
The pro forma financial information required by this Item was included in
the Proxy Statement, as updated by Exhibit 99(a) to the Form 8-K, each as
previously filed by Bank of Boston under the Exchange Act.
(c) Exhibits
2(a) Agreement and Plan of Merger, dated as of December 12, 1995, by and
between Bank of Boston, BayBanks and Boston Merger Corp. (the "Merger
Agreement"), incorporated herein by reference to Exhibit A to the
Proxy Statement (File No. 1-6522).
2(b) Amendment, dated as of July 25, 1996, to the Merger Agreement.
2(c) Stock Option Agreements, dated as of December 12, 1995, by and
between Bank of Boston and BayBanks, incorporated herein by reference
to Exhibits B and C to the Proxy Statement (File No. 1-6522).
4(a) Rights Agreement, dated as of June 28, 1990, between Bank of Boston
and The First National Bank of Boston, as Rights Agent (the "Rights
Agreement"), and the description of the Rights, incorporated herein
by reference to Bank of Boston's Registration Statement on Form 8-A
relating to the Rights and to Exhibit 1 of such registration
statement (File No. 1-6522).
4(b) Amendment, dated December 12, 1995, to the Rights Agreement,
incorporated herein by reference to Exhibit 4(g) to Bank of Boston's
Annual Report on Form 10-K for the year ended December 31, 1995 (File
No. 1-6522).
99 Bank of Boston's Press Release dated July 25, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANK OF BOSTON CORPORATION
Dated: August 5, 1996 /s/ ROBERT T. JEFFERSON
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Robert T. Jefferson
Comptroller
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AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT, dated as of July 25, 1996, amends that certain AGREEMENT
AND PLAN OF MERGER, dated as of December 12, 1995 (the "Merger Agreement"), by
and among Bank of Boston Corporation, a Massachusetts corporation ("Parent"),
Boston Merger Corp., a Massachusetts corporation and a wholly owned subsidiary
of Parent ("Merger Sub") and BayBanks, Inc., a Massachusetts corporation
("Subject Company").
WHEREAS, the Boards of Directors of Parent, Merger Sub and Subject
Company have determined that it is in the best interests of their respective
companies and their stockholders to amend the Merger Agreement and have voted at
duly called and held meetings or by unanimous written consent of the respective
Boards of Directors to authorize the execution of this Amendment.
NOW, THEREFORE, in consideration of the agreements contained herein, and
intending to be legally bound hereby, the parties agree as follows:
The Merger Agreement is amended to strike out Section 1.12 thereof in
its entirety and to insert the following in lieu thereof:
1.12 Subsidiary Bank Mergers. Parent and Subject Company shall
take such actions as they determine to be mutually desirable to
effectuate a merger of the subsidiary banks of Parent and Subject
Company following the Effective Time with the objective of establishing
one national bank subsidiary for each state in New England in which the
parties currently have bank subsidiaries and/or a multi-state national
bank subsidiary. Upon the merger of the subsidiary banks headquartered
in Massachusetts, the name of the resulting subsidiary bank shall be
changed to BankBoston, N.A. To the extent that a multi-state national
bank subsidiary is established that includes the Massachusetts branches
of Parent, such subsidiary bank shall be named BankBoston, N.A.
Except as amended hereby, the Merger Agreement remains in full force and
effect.
IN WITNESS WHEREOF, Parent, Merger Sub and Subject Company have caused
this Amendment to be executed by their respective officers thereunto duly
authorized as of the date first above written.
BANK OF BOSTON CORPORATION
By: /s/ Peter J. Manning
[Seal] ------------------------------------
Peter J. Manning, Executive Director
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BOSTON MERGER CORP.
[Seal] By: /s/ Peter J. Manning
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Peter J. Manning, President
By: /s/ William J. Parent
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William J. Parent, Treasurer
BAYBANKS, INC.
[Seal] By: /s/ William M. Crozier, Jr.
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William M. Crozier, Jr., Chairman of
the Board and President
By: /s/ Michael W. Vasily
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Michael W. Vasily, Treasurer
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NEWS
[BANK OF BOSTON LOGO APPEARS HERE] RELEASE
FOR IMMEDIATE RELEASE CONTACTS: Karen Schwartzman
Media Relations
(617) 434-7594
John Kahwaty
Investor Relations
(617) 434-3650
MEIRELLES NAMED PRESIDENT AND CHIEF OPERATING OFFICER,
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BRINGING GLOBAL PERSPECTIVE AND BROAD CORPORATE AND
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CONSUMER BANKING EXPERTISE TO SENIOR MANAGEMENT TEAM
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BOSTON, MA, July 25, 1996 -- Acting upon the recommendation of Chairman
and CEO Chad Gifford, the Board of Directors of Bank of Boston Corporation today
elected Henrique de Campos Meirelles as President and Chief Operating Officer,
as well as a member of the Board.
Meirelles, reporting to Gifford, will be responsible for all of the
major businesses of the company. He will relocate to Boston and will assume his
full-time role as COO on October 1.
Vice Chairman Bill Shea will continue to serve as Chief Financial
Officer and the company's principal link to investors and analysts; Vice
Chairman Ed O'Neal will continue in his key role heading up all integration
activities with BayBanks.
Commenting on today's announcement, Chad Gifford said, "Henrique
Meirelles brings to this important position key strengths: international
management experience, proven financial performance, excellent marketing skills
and consumer banking expertise, and wide global perspective. He has
dramatically grown our franchise in Brazil, and his leadership has made us the
fastest-growing financial institution in a country with the largest and most
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[BANK OF BOSTON LETTERHEAD APPEARS HERE]
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dynamic economy in Latin America. Henrique has been a successful pioneer in
consumer banking and has assembled a first-class team of talent. He has also
been a visible and highly respected business and civic leader."
"In joining our senior management team, Henrique allows me to focus on
formulating strategy, allocating capital, instilling our values, and on
selecting key people to lead our team. And by creating the position of COO, our
senior partnership is freed up to concentrate on the enormous opportunities that
lie before us."
Concluded Gifford, "Henrique adds real leadership strength to our
company at a time when we are gaining momentum and positioning ourselves for the
future. With the BayBanks closing scheduled for next week, and with our name
change announcement earlier this month, we have reaffirmed our commitment to
this region and are on our way to creating regional banking prowess and
positioning ourselves as a truly global financial competitor. We are managing
for value, and increasingly we are growing revenues and profitability not only
in New England but around the world, especially in South America. Henrique's
presence here in Boston, as President and COO, will assist us in sustaining that
momentum and adding credibility, energy and valuable global perspective going
forward."
Bill Crozier, Chairman of BayBanks and soon to be Chairman of
BankBoston, commented, "Henrique Meirelles is a singularly talented manager,
and I'm delighted with Chad's choice. This is another clear indication that
the new BankBoston will be a unique competitor -- not only strong in our home
region but growing aggressively internationally as well."
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Meirelles, age 50, has served as President of Banco de Boston, Brazil since
1984, and has overseen a dramatic increase in revenues and profitability. A 24-
year veteran of Bank of Boston, Meirelles is president of the American Chamber
of Commerce and executive director of the Brazilian Federation of Banks. A
graduate of the University of Sao Paulo, he received his M.B.A. from the Federal
University of Rio de Janeiro and attended the Advanced Management Program at the
Harvard Business School.
Bank of Boston Corporation (NYSE:BKB), with assets of $50.8 billion as of
June 30, 1996, is a focused financial institution engaged primarily in
commercial and consumer banking in southern New England, financing to selected
corporations and individuals nationally and internationally, with a focus on
indigenous banking in Latin America. New England's only global bank, the
Corporation and its subsidiaries operate through a network of 500 offices in the
U.S. and through more than 100 offices in 24 countries in Latin America, Europe
and Asia, the third-largest overseas network of any U.S. bank. The
Corporation's common and preferred stocks are listed on the New York and Boston
stock exchanges.
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