<PAGE>
As filed with the Securities and Exchange Commission on January 19, 1996
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
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
(Address of Principal Executive Offices) (Zip Code)
THRIFT-INCENTIVE PLAN OF THE FIRST NATIONAL BANK
OF BOSTON AND CERTAIN AFFILIATED COMPANIES
(Full title of the plan)
----------------------------
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 and telephone numbers, including area codes, of agents for
service)
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Per Aggregate Registration Fee
to be Registered (1) Registered (1) Unit (2) Offering Price (2) (2)
===============================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value 5,000,000 shares $42.4375 $212,187,500 $73,168.10
$2.25 per share (3)
===============================================================================================================
</TABLE>
(1) Pursuant to Rule 429(b) under the Securities Act of 1933, this
registration statement covers an additional 163,321 shares of Common
Stock and related plan interests registered pursuant to Registration
No. 33-23407, and being carried forward, and for which a filing fee of
$883.49 was previously paid. In addition, pursuant to Rule 416(c),
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the plan.
(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 January 12, 1996, 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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Bank of Boston Corporation (the "Corporation") hereby incorporates by
reference into this registration statement the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):
a. The Corporation's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
b. All other reports filed by the Corporation pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered
by the annual report referred to in (a) above;
c. The description of the Corporation's common stock (the "Common
Stock") contained in the Corporation's registration statement filed
under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description; and
d. The description of the Corporation's Preferred Stock Purchase Rights
contained in the Corporation's registration statement on Form 8-A
dated July 2, 1990, including any amendment or report filed for the
purpose of updating such description.
The Thrift-Incentive Plan of The First National Bank of Boston and
Certain Affiliated Companies (the "Plan") hereby incorporates by reference into
this registration statement the Plan's latest annual report filed pursuant to
the Exchange Act, as heretofore filed with the Commission.
All documents subsequently filed by the Corporation or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
-2-
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock and the interests offered
herein has been passed upon for the Corporation by Gary A. Spiess, General
Counsel of the Corporation, 100 Federal Street, Boston, Massachusetts 02110.
Mr. Spiess is also an officer of certain other subsidiaries of the Corporation.
As of January 12, 1996, Mr. Spiess had a direct or indirect interest in 28,710
shares of Common Stock and had options to purchase an additional 59,503 shares,
of which options to purchase 58,157 shares will be exercisable within 60 days
after January 12, 1996.
Item 6. 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 (a) the articles of
organization, (b) a by-law adopted by the stockholders or (c) a vote adopted by
the holders of a majority of the shares of stock entitled to vote on the
election of directors.
The Corporation's By-Laws provide indemnity to the Corporation's
directors and officers in such capacity or as directors or officers of a wholly-
owned subsidiary of the Corporation 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 Corporation, 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 Corporation or of such subsidiary. 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 indemnification shall be ordered
by a court or such compromise shall be approved as being in the best interest of
the Corporation, after notice that it involves such indemnification: (a) by a
disinterested majority of the directors then in office, (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 appears
to have acted in good faith in the reasonable belief that his or her action was
in the best interests of the Corporation or (c) by the holders of a majority of
the outstanding stock at the time entitled to vote for directors, exclusive of
any stock owned by any interested director or officer. 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 the corporation.
The By-Laws also provide for indemnification for all other directors and
officers of the Corporation's wholly-owned subsidiaries to the extent authorized
by the Board of Directors in each individual case, based 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
-3-
<PAGE>
Corporation and any subsidiaries may be indemnified as determined by the Board
from time to time.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5(a) Opinion of Gary A. Spiess, Esq., as to the validity of the shares
of Common Stock and the interests offered herein.
5(b) Internal Revenue Service determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code.
23(a) Consent of Gary A. Spiess, Esq. (included in Exhibit 5(a)).
23(b) Consent of Coopers & Lybrand L.L.P.
23(c) Consent of KPMG Peat Marwick LLP.
24 Power of Attorney of certain officers and directors.
Item 9. Undertakings.
The Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to
include 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, as amended (the "Securities Act"), 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.
(3) To remove registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
-4-
<PAGE>
The Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each
filing of the Plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the provisions described in Item 6, or otherwise, the
Corporation has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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 Corporation 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 Securities Act and will be governed by
the final adjudication of such issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the
19th day of January, 1996.
BANK OF BOSTON CORPORATION
By /s/ GARY A. SPIESS
------------------------------
(Gary A. Spiess)
(General Counsel and Clerk)
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 date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board of
/s/ CHARLES K. GIFFORD* Directors, President and Chief
- --------------------------- Executive Officer and Director January 19, 1996
(Charles K. Gifford) (Chief Executive Officer)
/s/ WILLIAM J. SHEA* Vice Chairman, Chief Financial
- --------------------------- Officer and Treasurer (Chief
(William J. Shea) Financial Officer) January 19, 1996
/s/ ROBERT T. JEFFERSON* Comptroller (Chief Accounting January 19, 1996
- --------------------------- Officer)
(Robert T. Jefferson)
-6-
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ WAYNE A. BUDD* Director January 19, 1996
- ---------------------------
(Wayne A. Budd)
/s/ WILLIAM F. CONNELL* Director January 19, 1996
- ---------------------------
(William F. Connell)
/s/ GARY L. COUNTRYMAN* Director January 19, 1996
- ---------------------------
(Gary L. Countryman)
- --------------------------- Director January , 1996
(Alice F. Emerson)
/s/ THOMAS J. MAY* Director January 19, 1996
- ---------------------------
(Thomas J. May)
- --------------------------- Director January , 1996
(Donald F. McHenry)
- --------------------------- Director January , 1996
(J. Donald Monan)
/s/ PAUL C. OBRIEN* Director January 19, 1996
- ---------------------------
(Paul C. OBrien)
- --------------------------- Director January , 1996
(John W. Rowe)
/s/ RICHARD A. SMITH* Director January 19, 1996
- ---------------------------
(Richard A. Smith)
/s/ WILLIAM C. VAN FAASEN* Director January 19, 1996
- ---------------------------
(William C. Van Faasen)
- --------------------------- Director January , 1996
(Thomas B. Wheeler)
- --------------------------- Director January , 1996
(Alfred M. Zeien)
*By: /s/ GARY A. SPIESS
-----------------------
(Gary A. Spiess,
Attorney-in-Fact)
-7-
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
----------
the Plan has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on the 19th day of January, 1996.
THRIFT-INCENTIVE PLAN OF THE FIRST NATIONAL
BANK OF BOSTON AND CERTAIN AFFILIATED COMPANIES
By /s/ HELEN G. DRINAN
-------------------------------------------
(Helen G. Drinan)
(Member, Thrift-Incentive Plan Committee of
The First National Bank of Boston and
Certain Affiliated Companies)
-8-
<PAGE>
EXHIBIT 5(A)
January 19, 1996
Bank of Boston Corporation
100 Federal Street
Boston, Massachusetts 02110
Re: BANK OF BOSTON CORPORATION'S REGISTRATION STATEMENT ON FORM S-8 RELATING
TO THE THRIFT-INCENTIVE PLAN OF THE FIRST NATIONAL BANK OF BOSTON AND
CERTAIN AFFILIATED COMPANIES
Ladies and Gentlemen:
As General Counsel of Bank of Boston Corporation (the "Corporation") and The
First National Bank of Boston (the "Bank"), I, and other attorneys in this
office, have participated with the Corporation, its officers and officers of the
Bank in the preparation for filing with the Securities and Exchange Commission
(the "Commission") of a Registration Statement on Form S-8 (the "Registration
Statement") covering 5,000,000 shares (together with an additional 163,321
shares remaining under Registration No. 33-23407 and being carried forward, the
"Shares") of the Corporation's Common Stock, par value $2.25 per share, as well
as an indeterminate amount of related interests (the "Interests") in the Thrift-
Incentive Plan of The First National Bank of Boston and Certain Affiliated
Companies (the "Plan"), which Shares and Interests may hereafter be acquired by
participants ("Participants") in the Plan. In connection with filing the
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 this office working
under my supervision, 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 the Bank such
questions of fact as we have deemed necessary or appropriate. In rendering this
opinion, I have relied upon certificates and statements of officers and
directors of the Corporation and the Bank as to factual matters, and have
assumed the genuiness of all documents submitted as copies.
Based upon and subject to the foregoing, I am of the opinion that the Shares
will be, upon the issuance thereof pursuant to the terms of the Plan, legally
issued, fully paid and non-assessable.
<PAGE>
Bank of Boston Corporation - 2 - January 19, 1996
I am also of the opinion that the Plan confers valid Interests upon
Participants, to the extent and upon the terms and conditions described in the
Plan.
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 under the
caption "Interests of Named Experts and Counsel."
Very truly yours,
/s/ GARY A. SPIESS
Gary A. Spiess
General Counsel
<PAGE>
EXHIBIT 5(B)
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
Employer Identification Number:
Date: SEP 14, 1995 04-2472499
File Folder Number:
THE FIRST NATIONAL BANK OF BOSTON 043001973
C/O JONATHAN M ZORN ESQ Person to Contact:
ROPES & GRAY PAULA ENG
ONE INTERNATIONAL PLACE Contact Telephone Number:
BOSTON, MA 02110-2624 (718) 488-2422
Plan Name:
THE THRIFT-INCENTIVE PLAN OF THE
FIRST NATIONAL BANK OF BOSTON
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated December 30, 1994. The proposed amendments
should be adopted on or before the date prescribed by the regulations under
Code section 401(b).
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirments.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability require-
ments of section 1.401(a)(4)-4(b) of the regulations with respect to those
benefits, rights, and features that are currently available to all employees
in the plan's coverage group. For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for purposes of
demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
<PAGE>
-2-
THE FIRST NATIONAL BANK OF BOSTON
This plan also satisfies the requirements of section 1.401(a)(4)-4(b) of
the regulations with respect to the specific benefits, rights, or features for
which you have provided information.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ HERBERT J. HUFF
Herbert J. Huff
District Director
Enclosures:
Publication 794
Addendum
<PAGE>
-3-
THE FIRST NATIONAL BANK OF BOSTON
This determination letter also applies to the proposed amendments submitted in
your letter dated August 4, 1995.
<PAGE>
EXHIBIT 23(B)
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Bank of Boston Corporation
We consent to the incorporation by reference, in this registration statement
on Form S-8, of the following reports:
(1) 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, incorporated by reference in the Corporation's 1994 Annual
Report to Stockholders filed as Exhibit 13 to the Corporation's 1994 Annual
Report on Form 10-K; and
(2) our report dated May, 18 1995 on the audits of the financial statements
of the Thrift Incentive Plan of The First National Bank of Boston and Certain
Affiliated Companies (the "Plan") at December 31, 1994 and 1993, and for the
years ended December 31, 1994 and 1993, which report is included in the Plan's
1994 Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND, L.L.P.
Boston, Massachusetts
January 19, 1996
<PAGE>
EXHIBIT 23(C)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
BayBanks, Inc.:
We consent to the incorporation by reference in the Bank of Boston Corporation
registration statement on Form S-8 dated January 19, 1996, of our report dated
January 24, 1995, with respect to the consolidated balance sheets of BayBanks,
Inc. 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.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Boston, Massachusetts
January 19, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Power of
Attorney 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 Bank of Boston
Corporation (the "Corporation"), 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 Corporation, the Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Commission") with respect to the shares
of the Corporation's Common Stock, par value $2.25 per share, and related
interests, to be issued pursuant to the Thrift-Incentive Plan of The First
National Bank of Boston and Certain Affiliated Companies, and any and all
amendments to said Registration Statement and all instruments necessary or
incidental in connection therewith, and to file the same with the 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
/s/ CHARLES K. GIFFORD Directors, President and Chief
- --------------------------- Executive Officer and Director January 19, 1996
(Charles K. Gifford) (Chief Executive Officer)
/s/ WILLIAM J. SHEA Vice Chairman, Chief Financial
- --------------------------- Officer and Treasurer (Chief
(William J. Shea) Financial Officer) January 19, 1996
/s/ ROBERT T. JEFFERSON Comptroller (Chief Accounting January 19, 1996
- --------------------------- Officer)
(Robert T. Jefferson)
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ WAYNE A. BUDD Director January 19, 1996
- ---------------------------
(Wayne A. Budd)
/s/ WILLIAM F. CONNELL Director January 19, 1996
- ---------------------------
(William F. Connell)
/s/ GARY L. COUNTRYMAN Director January 19, 1996
- ---------------------------
(Gary L. Countryman)
- --------------------------- Director January , 1996
(Alice F. Emerson)
/s/ THOMAS J. MAY Director January 19, 1996
- ---------------------------
(Thomas J. May)
- --------------------------- Director January , 1996
(Donald F. McHenry)
- --------------------------- Director January , 1996
(J. Donald Monan)
/s/ PAUL C. OBRIEN Director January 19, 1996
- ---------------------------
(Paul C. OBrien)
- --------------------------- Director January , 1996
(John W. Rowe)
/s/ RICHARD A. SMITH Director January 19, 1996
- ---------------------------
(Richard A. Smith)
/s/ WILLIAM C. VAN FAASEN Director January 19, 1996
- ---------------------------
(William C. Van Faasen)
- --------------------------- Director January , 1996
(Thomas B. Wheeler)
- --------------------------- Director January , 1996
(Alfred M. Zeien)
