<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
---------------
JANICE B. LIVA, ESQ.
GARY A. SPIESS, ESQ. ASSISTANT GENERAL COUNSEL AND
GENERAL COUNSEL AND CLERK ASSISTANT CLERK BANK OF BOSTON
BANK OF BOSTON CORPORATION CORPORATION
100 FEDERAL STREET 100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02110
617-434-2870 617-434-8630
(NAMES, ADDRESSES, INCLUDING ZIP CODES, AND TELEPHONE NUMBERS, INCLUDING AREA
CODES, OF AGENTS FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
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. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(1) OFFERING PRICE(1)(3) REGISTRATION FEE(3)
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<S> <C> <C> <C> <C>
Common Stock par value
$1.50 per share(2).... 5,000,000 shares $58.125 $290,625,000 $88,069
</TABLE>
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(1) 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 October 5, 1996, as reported on the consolidated
reporting system.
(2) 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.
(3) Pursuant to Rule 424(b) under the Securities Act of 1933, this
registration statement covers an additional 461,088 shares of Common Stock
and related plan interests registered pursuant to Registration No. 33-
29515, and being carried forward, and for which a filing fee 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.
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<PAGE>
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PROSPECTUS
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5,461,088 SHARES
BANK OF BOSTON CORPORATION
COMMON STOCK
($1.50 PAR VALUE)
AUTOMATIC DIVIDEND REINVESTMENT
AND
COMMON STOCK PURCHASE PLAN
The Automatic Dividend Reinvestment and Common Stock Purchase Plan, as
amended and restated, (the "Plan") of Bank of Boston Corporation (the
"Corporation") provides owners of the Corporation's Common Stock or Preferred
Stock with a convenient and economical method of investing cash dividends and
optional cash payments in shares of Common Stock without payment of brokerage
commissions. The price to be paid for shares of Common Stock purchased under
the Plan will be 100% of the average of the daily high and low sale prices for
the Corporation's Common Stock for the five trading days immediately preceding
the date the investment is made. The reinvestment of dividends is not subject
to any minimum threshold level. Investment of optional cash payments for
additional shares is subject to a minimum of $50 and a maximum aggregate
annual limit of $100,000.
The First National Bank of Boston will administer the Plan as Agent through
Boston Equiserve, L.P. which will make the purchases and hold the shares under
the Plan.
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 SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
---------------------
THE DATE OF THIS PROSPECTUS IS OCTOBER 8, 1996
---------------------
<PAGE>
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY THE SECURITIES COVERED BY THIS PROSPECTUS IN ANY JURISDICTION
WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION. NEITHER THE DELIVERY OF THIS PROSPECTUS 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 CORPORATION SINCE THE DATE HEREOF. THIS PROSPECTUS RELATES TO
5,461,088 SHARES OF COMMON STOCK OF THE CORPORATION REGISTERED FOR SALE UNDER
THE PLAN.
AVAILABLE INFORMATION
Bank of Boston Corporation (the "Corporation") 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 Corporation 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 7 World Trade Center,
13th Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material may be obtained by mail
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C 20549 at prescribed rates. The Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The
address of such site is http://www.sec.gov. Certain securities of the
Corporation 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 Corporation 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.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents and information filed by the Corporation with the
Commission are hereby incorporated by reference in this Prospectus:
(i) Annual Report on Form 10-K filed for its most recent fiscal year;
(ii) Quarterly Reports on Form 10-Q filed since its most recent Annual
Report on Form 10-K;
(iii) Current Reports on Form 8-K filed since its most recent Annual
Report on Form 10-K;
(iv) Proxy Statement filed in connection with its most recent Annual
Meeting of Stockholders; and
(v) description of the Corporation's Common Stock, Preferred Stock and
Preferred Stock Purchase Rights contained in its 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 Corporation pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and 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 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 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.
3
<PAGE>
THE CORPORATION WILL PROVIDE UPON ORAL OR WRITTEN 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). WRITTEN REQUESTS SHOULD BE DIRECTED TO:
INVESTOR RELATIONS
BANK OF BOSTON
P.O. BOX 2016, MA BOS 01-20-02
BOSTON, MASSACHUSETTS 02106-2016
TELEPHONE REQUESTS MAY BE DIRECTED TO INVESTOR RELATIONS AT (617) 434-7858.
4
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION..................................................... 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE......................... 3
THE CORPORATION........................................................... 7
DESCRIPTION OF THE PLAN................................................... 7
PURPOSE
1. What is the purpose of the Plan?...................................... 8
ADVANTAGES AND DISADVANTAGES
2. What are the advantages and disadvantages of participating in the
Plan?................................................................. 8
INVESTMENT ALTERNATIVES
3. What investment alternatives are available to Participants?........... 9
ADMINISTRATION
4. Who administers the Plan for Participants?............................ 10
PARTICIPATION
5. Who is eligible to participate in the Plan?........................... 10
PARTICIPATION PROCEDURES
6. How does a Stockholder become a Participant?.......................... 11
7. What participation options are available?............................. 11
8. How may a Participant change his or her method of participating?...... 12
9. When will investments be made?........................................ 12
OPTIONAL CASH PAYMENTS
10. Who is eligible to make optional cash purchases?...................... 14
11. What are the limits on optional cash purchases?....................... 14
12. How does the "Optional Cash Purchases Only" investment option
operate?.............................................................. 14
</TABLE>
<TABLE>
<S> <C>
13. When will optional cash payments received by the Agent be invested?... 15
PURCHASES
14. What is the source of the Common Stock purchased under the Plan?...... 16
15. How many shares of Common Stock will be purchased for Participants?... 16
16. What will be the price of shares of Common Stock purchased under the
Plan?................................................................. 16
COSTS
17. Are there any expenses to Participants for participating in the
Plan?................................................................. 17
REPORTS TO PARTICIPANTS
18. How will Participants be advised of their purchases?.................. 17
DIVIDENDS ON PLAN SHARES
19. Will Participants be credited with dividends on shares held under the
Plan?................................................................. 17
CERTIFICATES FOR SHARES
20. Will stock certificates be issued for shares purchased?............... 18
21. In whose name will accounts be maintained and certificates
registered?........................................................... 18
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
CHANGES TO OR WITHDRAWAL FROM PARTICIPATION
22. When will a Participant's request to change his or her method of
participation be effective?........................................... 18
23. How may a Participant withdraw from the Plan and/or sell shares held
in the Plan?.......................................................... 19
24. What happens if a Participant dies or becomes legally incapacitated?.. 20
25. What happens to a fraction of a share when a Participant withdraws?... 20
VOTING
26. How will shares held under the Plan be voted?......................... 21
TAXES
27. What are the federal income tax consequences of participation in the
Plan?................................................................. 21
</TABLE>
<TABLE>
<S> <C>
OTHER INFORMATION
28. What if a Participant sells or transfers all shares other than shares
under the Plan?....................................................... 22
29. What if the Corporation declares a stock dividend or stock split?..... 23
30. May the Plan be changed or discontinued?.............................. 23
31. What is the responsibility of the Corporation or the Agent under the
Plan?................................................................. 24
32. Who interprets and regulates the Plan?................................ 24
33. Who bears the risk of market fluctuations in the Common Stock?........ 24
USE OF PROCEEDS......................................................... 25
PLAN OF DISTRIBUTION.................................................... 25
VALIDITY OF SHARES...................................................... 25
EXPERTS................................................................. 26
INDEMNIFICATION......................................................... 26
</TABLE>
6
<PAGE>
THE CORPORATION
The Corporation is a registered bank holding company organized in 1970 under
Massachusetts law with both national and international operations. The
Corporation, through its subsidiaries and joint ventures, is engaged in
providing a wide variety of financial services to individuals, corporate and
institutional customers, governments, and other financial institutions. These
services include personal banking, consumer finance, private banking, trust,
mortgage origination and servicing, domestic corporate and investment banking,
leasing, global banking, commercial real estate lending, correspondent
banking, and securities and payments processing. The Corporation's principal
subsidiary is The First National Bank of Boston, a national banking
association. Other major banking subsidiaries of the Corporation are BayBank,
N.A., Bank of Boston Connecticut and Rhode Island Hospital Trust National
Bank.
The executive office of the Corporation is located at 100 Federal Street,
Boston, Massachusetts 02110 (Telephone (617) 434-2200).
DESCRIPTION OF THE PLAN
The following questions and answers set forth the provisions of and
constitute an amendment and restatement of the Corporation's Automatic
Dividend Reinvestment and Common Stock Purchase Plan (the "Plan"):
---------------------
7
<PAGE>
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide each eligible Participant, as defined
by Question 5 below ("Participant" or collectively, "Participants"), with a
convenient and economical way of investing (i) cash dividends on shares of
common stock of the Corporation, par value $1.50 per share (the "Common
Stock") in additional shares of Common Stock, (ii) cash dividends on the Cor-
poration's currently outstanding series of Preferred Stock: Adjustable Rate
Cumulative Preferred Stock Series A, Series B, and Series C, and Cumulative
Preferred Stock, Series E and Series F and any additional series of preferred
stock issued by the Corporation which the Board of Directors determines is el-
igible to participate in the Plan (the "Preferred Stock") in shares of Common
Stock, and (iii) optional cash payments in shares of Common Stock, without
payment of any brokerage commission.
The Corporation intends to use the net proceeds from the sale of the Common
Stock for general corporate purposes. See "Use of Proceeds."
ADVANTAGES AND DISADVANTAGES
2. What are the advantages and disadvantages to Stockholders of participating
in the Plan?
The principal advantages are:
(a) Participants are not required to pay any commission in connection with
purchases under the Plan.
(b) The Plan provides Participants with the investment alternatives discussed
under Question 3 below.
(c) Participants' funds will be fully invested under the Plan because the
Plan permits fractions of shares, as well as full shares, to be credited to
Participants' accounts. Dividends on such fractional shares, as well as whole
shares, will also be reinvested in additional shares which will be credited to
Participants' accounts.
(d) Participants will avoid the need for safekeeping of the stock certifi-
cates for shares credited to their respective accounts under the Plan. This
safekeeping feature is available for any Common Stock certificate of the Cor-
poration that the Participant may hold.
(e) Regular statements of account will provide each Participant with a record
of each transaction under the Plan.
The principal disadvantages are:
(a) Optional cash payments may be exposed to changes in market conditions or
a longer period of time than in the case of typical secondary market transac-
tions due to the length of time between when the payment is made and the Cash
Investment Date.
8
<PAGE>
(b) If the price of the Common Stock with respect to a particular Dividend
Investment Date or Cash Investment Date (as determined in accordance with
Question 16) is higher than the price of acquiring shares of Common Stock (in-
cluding transaction costs) on the open market on the related investment date,
the per share cost of purchasing shares through the Plan will result in a
higher price being paid than if such shares had been purchased on the open
market.
(c) Optional cash payments, which must be received by the Agent no later than
three (3) business days prior to a Cash Investment Date, will not accrue any
interest.
(d) Participants will not be able to determine the actual number of shares
purchased on their behalf until after the applicable investment date and op-
tional cash payments will not be refunded unless a request for refund is re-
ceived by the Agent no later than two (2) business days prior to the Cash In-
vestment Date.
INVESTMENT ALTERNATIVES
3. What investment alternatives are available to Participants?
Each Participant may:
(a) automatically invest the dividends on all of his or her full and frac-
tional shares of Common Stock and/or full shares of Preferred Stock (or Depos-
itary Shares, in the case of some series of Preferred Stock) and may invest
optional cash payments totaling no more than $100,000 per year (with a minimum
of $50 per payment), in shares of Common Stock; or
(b) automatically invest the dividends on any portion of his or her full and
fractional shares of Common Stock and/or full shares of Preferred Stock (or
Depositary Shares, in the case of some series of Preferred Stock) and may in-
vest optional cash payments totaling no more than $100,000 per year (with a
minimum of $50 per payment), in shares of Common Stock; or
(c) invest optional cash payments totaling no more than $100,000 per year
(with a minimum of $50 per payment), in shares of Common Stock and receive all
dividends in cash on full and fractional shares held.
If a Stockholder owns Common Stock and Preferred Stock, he or she may elect
different investment alternatives listed in paragraphs (a) and (b) above with
respect to each class of stock owned. Also, if a Stockholder owns shares of
more than one series of Preferred Stock (or Depositary Shares, in the case of
some series of Preferred Stock), he or she may elect different investment al-
ternatives with respect to each series of Preferred Stock owned.
9
<PAGE>
ADMINISTRATION
4. Who administers the Plan for Participants?
A plan administrator acts as the agent for the Participants in the Plan (the
"Agent") and administers the Plan, maintains records, sends periodic state-
ments of account to Participants and performs other duties relating to the
Plan. The Corporation has the right to replace the Agent at any time. Current-
ly, The First National Bank of Boston (the "Bank"), a wholly-owned subsidiary
of the Corporation, acts as the Agent through Boston EquiServe, L.P., a joint
venture subsidiary that is 50% owned by the Bank. The Agent currently also
acts as dividend disbursing agent, transfer agent and registrar for the Corpo-
ration. The Agent may be contacted by writing to:
Bank of Boston Corporation Automatic
Dividend Reinvestment and Common
Stock Purchase Plan
P.O. Box 1681
Mail Stop MA CTN 45-01-06
Boston, Massachusetts 02105-1681
or by calling the Agent at (800) 730-4001, or for TTY/TDD service for the
hearing impaired (800) 952-9245 between 9:00 a.m. and 6:00 p.m. Eastern Time.
PARTICIPATION
5. Who is eligible to participate in the Plan?
(A) CURRENT STOCKHOLDERS OF RECORD
All holders of record of the Corporation's Common Stock or Preferred Stock,
with the exceptions noted in paragraph (b), are eligible to participate fully
in the Plan. If the Common Stock or Preferred Stock of a Stockholder is regis-
tered in a name other than that of the Stockholder (e.g., in the name of a
broker or bank nominee), the Stockholder who wants to participate in the Plan
must either make appropriate arrangements for the nominee to participate in
the Plan, or the Stockholder must become a Stockholder of record by having a
portion or all of his or her shares transferred to the Stockholder's own name.
(B) EMPLOYEE BENEFIT PLANS OF THE CORPORATION AND/OR SUBSIDIARIES.
The Corporation or its subsidiaries maintain certain employee benefit plans
that make shares of the Common Stock available to Participants in those bene-
fit plans. The trustee of such benefit plans may participate from time to time
in the dividend reinvestment feature (but not the optional cash payment fea-
ture) of the Plan with respect to shares of Common Stock and shares of Pre-
ferred Stock held by the trustee.
10
<PAGE>
In addition, the Board of Directors may make the dividend reinvestment fea-
ture (but not the optional cash payment feature) of the Plan available to the
trustees of employee benefit plans maintained by any financial institutions
which may be acquired by the Corporation in the future with respect to Common
Stock or Preferred Stock held by the trustees of any such plans.
Individuals who participate in such benefit plans of the Corporation's sub-
sidiaries will be eligible to participate in all aspects of the Plan with re-
spect to any Common Stock or Preferred Stock which they may have acquired
other than through such benefit plans, and with respect to shares of stock ac-
quired through such benefit plans once shares are distributed to Participants
pursuant to the terms of the applicable plan.
STOCKHOLDERS WHO RESIDE IN JURISDICTIONS IN WHICH IT IS UNLAWFUL FOR THE COR-
PORATION TO ALLOW SUCH HOLDERS TO PARTICIPATE IN THE PLAN ARE NOT ELIGIBLE TO
PARTICIPATE.
PARTICIPATION PROCEDURES
6. How does a Stockholder become a Participant?
A Stockholder may join the Plan at any time by completing the enclosed Autho-
rization Card and returning it to the Agent in the envelope provided for this
purpose. Where a Stockholder has Common Stock or Preferred Stock registered in
more than one name, all registered holders must sign the Authorization Card.
Stockholders who do not wish to participate in the Plan will continue to re-
ceive cash dividends at such times as dividends are paid to all Stockholders.
Additional Authorization Cards may be obtained at any time by writing or
calling the Agent at the address or telephone numbers set forth in Question 4.
CURRENT PARTICIPANTS IN THE PLAN WHO WISH TO CONTINUE THEIR PARTICIPATION IN
THE PLAN DO NOT NEED TO COMPLETE AND RETURN A NEW AUTHORIZATION CARD.
CURRENT PARTICIPANTS WHO OWN THE CORPORATION'S SERIES E AND/OR SERIES F PRE-
FERRED STOCK (WHICH WERE NOT PREVIOUSLY INCLUDED UNDER THE PLAN) AND WOULD
LIKE TO HAVE THOSE SHARES PARTICIPATE, MUST SUBMIT A NEW AUTHORIZATION CARD
WITH RESPECT TO THOSE SHARES.
7. What participation options are available?
STOCKHOLDER OPTIONS
The Authorization Card allows each Participant to decide the extent to which
he or she wants to participate in the Plan through any one of the following
investment options:
(a) "Full Dividend Reinvestment" directs the Corporation to invest, in accor-
dance with the Plan, all of a Participant's
11
<PAGE>
dividends on all shares of Common Stock and/or shares of Preferred Stock (or
Depositary Shares, in the case of some series of Preferred Stock) then or sub-
sequently registered in a Participant's name, and permits a Participant to
make optional cash payments for the purchase of additional shares of Common
Stock in accordance with the Plan;
(b) "PARTIAL DIVIDEND REINVESTMENT" directs the Corporation to remit cash
dividends to the Participant on those full shares of Common Stock and/or full
shares of Preferred Stock (or Depositary Shares, in the case of some series of
Preferred Stock) specified in the appropriate space on the Authorization Card
and directs the Corporation to invest the remaining dividends in shares of
Common Stock in accordance with the Plan. It also permits a Participant to
make optional cash payments for the purchase of Common Stock in accordance
with the Plan;
(c) "OPTIONAL CASH PURCHASE ONLY" permits a Participant to make optional cash
payments for the purchase of additional shares of Common Stock in accordance
with the Plan. All cash dividends on full and fractional shares will be remit-
ted to the Participant.
See Question 3 for additional related information.
IF A STOCKHOLDER RETURNS A PROPERLY EXECUTED AUTHORIZATION CARD TO THE AGENT
WITHOUT ELECTING AN INVESTMENT OPTION, SUCH AUTHORIZATION CARD WILL BE DEEMED
TO INDICATE THE INTENTION OF SUCH STOCKHOLDER TO APPLY ALL CASH DIVIDENDS AND
OPTIONAL CASH DEPOSITS TOWARD THE PURCHASE OF ADDITIONAL SHARES OF THE COMMON
STOCK.
ANY CARDS, FORMS, TEAR-OFF PORTIONS OF ACCOUNT STATEMENTS AND OTHER WRITTEN
NOTICES USED BY PARTICIPANTS AFTER THE EFFECTIVE DATE OF THIS PLAN TO COMMUNI-
CATE WITH THE AGENT WHICH WERE ACCEPTABLE TO THE AGENT PRIOR TO THE DATE HERE-
OF, WILL CONTINUE TO BE ACCEPTED BY THE AGENT, IN ITS DISCRETION, AND PARTICI-
PANTS WHOSE MATERIALS ARE SO ACCEPTED WILL BE DEEMED TO HAVE ELECTED TO PAR-
TICIPATE IN THE PLAN AS IN EFFECT ON THE DATE SUCH MATERIALS ARE RECEIVED BY
THE AGENT.
8. How may a Participant change his or her method of participating?
A Stockholder may change his or her method of participating in the Plan at
any time by completing a new Authorization Card and returning it to the Agent
at the address set forth in Question 4.
See Questions 22-26 for additional related information.
9. When will investments be made?
Dividends on Common Stock and Preferred Stock will be invested in shares of
Common Stock on the same date as the cash dividend payment date fixed by the
Board of Directors of the Corporation for the Common Stock and the Preferred
Stock respectively (the "Dividend Investment Date").
12
<PAGE>
If the Authorization Card signed by a Stockholder entitled to a dividend is
received by the Agent on or before the record date for the next dividend pay-
ment, that portion of the dividend selected by the Stockholder to be rein-
vested will be used to purchase shares of Common Stock of the Stockholder on
that Dividend Investment Date. If the Authorization Card is received by the
Agent after the record date for the dividend payment, then the reinvestment of
dividends will not begin until the next applicable Dividend Investment Date.
Cash dividends on the Common Stock, when, as and if, declared by the Corpora-
tion's Board of Directors, have historically been payable by the Corporation
during the months of February, May, August and November and such dates would
then be the Dividend Investment Dates for the Common Stock. The dividend rec-
ord date for the Common Stock is generally approximately two to three weeks
prior to the dividend payment date.
For example, in order to invest a quarterly Common Stock dividend payable
February 26, an Authorization Card must be received by the Agent no later than
the record date. For purposes of this example, assume that February 8 is the
record date. If the Authorization Card were received after the February 8 rec-
ord date, the Common Stock dividend payable on February 26 would be paid in
cash, and the Stockholder's participation in the Plan as to the reinvestment
of dividends would begin with the next dividend payment date.
Cash dividends on each of the series of Preferred Stock, when, as and if de-
clared by the Corporation's Board of Directors, are payable during the months
of March, June, September and December and such dates are the Dividend Invest-
ment Dates for the Preferred Stock. The dividend record date for the Preferred
Stock is generally one month prior to the dividend payment date.
For example, in order to invest a quarterly Preferred Stock dividend payable
March 15, an Authorization Card must be received by the Agent no later than
the record date, assumed to be, for purposes of this example, February 16. If
the Authorization Card were received after the February 16 record date, the
Preferred Stock dividend payable on March 15 would be paid in cash, and the
Stockholder's participation in the Plan as to the reinvestment of dividends
would begin with the next dividend payment date.
Participants can not direct the precise time or price at which the Common
Stock is be purchased.
THE EXISTENCE OF THE PLAN DOES NOT GUARANTEE THAT THE CORPORATION WILL CON-
TINUE TO PAY DIVIDENDS. THE PAYMENT OF DIVIDENDS WILL BE DETERMINED BY THE
BOARD OF DIRECTORS BASED ON THE CORPORATION'S LIQUIDITY, ASSET QUALITY PRO-
FILE, CAPITAL ADEQUACY AND RE-
13
<PAGE>
CENT EARNINGS HISTORY (EXCLUDING SIGNIFICANT NONRECURRING TRANSACTIONS) AS
WELL AS ECONOMIC CONDITIONS AND OTHER FACTORS DEEMED RELEVANT BY THE BOARD OF
DIRECTORS, INCLUDING APPLICABLE GOVERNMENT REGULATIONS AND POLICIES AND THE
AMOUNT OF DIVIDENDS PAYABLE TO THE CORPORATION BY ITS SUBSIDIARY BANKS.
OPTIONAL CASH PAYMENTS
10. Who is eligible to make optional cash purchases?
Stockholders (except those specifically excluded in Question 5) who have sub-
mitted a signed Authorization Card, whether or not they have authorized the
reinvestment of dividends, are eligible to make optional cash purchases.
11. What are the limits on optional cash purchases?
The opportunity to make optional cash purchases is available to each Partici-
pant at any time and is available under each of the Plan's investment options.
A Participant may make optional cash purchases totaling no more than $100,000
per year (with a minimum of $50 per payment). For purposes of this limitation,
all Plan accounts of a Participant under common control or management will be
aggregated. The Agent will return the amount of any optional cash payment sub-
mitted by a Participant that would otherwise result in the Participant's ag-
gregate optional cash payments exceeding $100,000 in any calendar year or if
any payment is less than $50.
The same amount of money need not be invested each month, nor does the Par-
ticipant need to make an optional cash purchase in each month. There is no ob-
ligation to use, nor any penalty for not using, the optional cash purchase
feature of the Plan.
12. How does the "Optional Cash Purchases Only" investment option operate?
If a Participant chooses to make optional cash purchases only, the Agent will
pay cash dividends on all shares of Common Stock and all shares of Preferred
Stock (or Depositary Shares, in the case of some series of Preferred Stock)
registered to the Stockholder in the usual manner and will apply any optional
cash payment received from the Participant to the purchase of shares of Common
Stock for the Participant's account in the Plan. The Agent will pay future
cash dividends on shares in the Plan purchased pursuant to the "Optional Cash
Purchases Only" feature of the Plan to the Participant in the usual manner in
which cash dividends are paid on Common Stock.
An optional cash payment may be made by a Stockholder by enclosing a check or
money order with the Authorization Card. Thereafter, optional cash payments
may be invested by submitting a check or money order accompanied by a cash re-
mittance slip or by wire transfer or
14
<PAGE>
by authorizing an automatic debit from the Participant's checking account (de-
scribed below). A cash remittance slip will be attached to each statement sent
to Participants by the Agent. Additional cash remittance slips will be sup-
plied to Participants upon request. Optional cash payments should only be sent
to the address indicated on the cash remittance slip. Deliveries to any other
address do not constitute valid delivery.
A Participant can authorize the Agent to automatically debit the Partici-
pant's checking account for monthly optional cash payments. A Participant's
account will be debited on the 15th day of the month, provided the Partici-
pant's financial institution is open for business. If the Participant's finan-
cial institution is not open for business on the 15th day of the month, then
the Participant's account will be debited on the next succeeding business day.
Funds received from automatic debits will be used to purchase shares on the
last Friday of each month as described in question 13. A Participant's auto-
matic debit authorization form must be received by the Agent no later than the
last day of the month preceding the applicable Cash Investment Date. Authori-
zation forms for automatic checking account debits can be obtained from the
Agent.
Wire transfers of optional cash payments may be made, but only if approved in
writing in advance by the Agent and if received by the Agent no later than
12:00 noon on a business day that is no later than five (5) business days
prior to the Cash Investment Date.
Checks or money orders for optional cash payments should be drawn against
U.S. banks and in U.S. dollars, made payable to "Boston EquiServe, L.P.," and
mailed directly to the address set forth in Question 4. Checks or money orders
drawn against non-U.S. banks must have the U.S. currency imprinted on the
check.
In the event that a Participant's check is returned unpaid for any reason, or
an automatic debit from the Participant's checking account fails, the Agent
will consider the request for investment of such money null and void and shall
remove from the Participant's account shares, if any, purchased upon the prior
credit of such check or debit. The Agent shall thereupon be entitled to sell
these shares to satisfy any uncollected amounts. If the net proceeds of the
sale of such shares are insufficient to satisfy the balance of such
uncollected amounts, the Agent shall be entitled to sell such additional
shares from the Participant's account necessary to satisfy the uncollected
balance.
13. When will optional cash payments received by the Agent be invested?
Optional cash payments will be invested twice monthly on the cash investment
dates ("Cash Investment Date"). The Cash Investment Dates are the 15th of each
month and the last Friday of each month. If a Cash Investment Date should fall
on a day that is not a business day in
15
<PAGE>
Boston, Massachusetts, then the Cash Investment Date shall be the immediately
preceding business day. In order to be invested on a Cash Investment Date, op-
tional cash payments must be received by the Agent no later than three busi-
ness days prior to that Cash Investment Date. Late payments will be invested
on the next subsequent Cash Investment Date. Optional cash payments will be
refunded, however, if a request for refund is received by the Agent no later
than two business days prior to the applicable Cash Investment Date.
NO INTEREST WILL BE PAID BY THE CORPORATION OR THE AGENT ON OPTIONAL CASH
PAYMENTS HELD PENDING INVESTMENT. OPTIONAL CASH PAYMENTS DO NOT CONSTITUTE DE-
POSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSUR-
ANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
PURCHASES
14. What is the source of the Common Stock purchased under the Plan?
Shares of Common Stock purchased under the Plan by Participants will be ac-
quired either directly from the Corporation, in which event the shares will be
either authorized but unissued shares or shares held in the Corporation's
treasury, or on the open market, or by a combination of the foregoing at the
option of the Corporation.
15. How many shares of Common Stock will be purchased for Participants?
The number of shares to be purchased depends upon the amount of the dividend
reinvested, the payroll deduction, the amount of any optional cash payments
and the purchase price of shares of Common Stock as determined in accordance
with Question 16. Each Participant's account will be credited with the number
of shares, including fractions computed to three decimal places, equal to the
total amount to be invested, divided by the applicable purchase price of each
share.
In addition, the number of shares the Corporation may issue under the Plan at
any time is limited to the number of shares the Corporation has registered
with the Commission. The Corporation has 5,461,088 shares of its Common Stock
registered with the Commission for issuance under the Plan.
16. What will be the price of shares of Common Stock purchased under the Plan?
The price of shares of Common Stock purchased for the Participants in the
Plan with dividends paid on Common Stock or Preferred Stock, including divi-
dends on the shares of Common Stock credited to the Participant's accounts un-
der the Plan, will be 100% of the average of the daily high and low sale
prices for such Common Stock for the last five trading days immediately pre-
ceding the applicable Dividend Investment Date as published
16
<PAGE>
in the Eastern Edition of The Wall Street Journal report on the New York Stock
Exchange--Composite Transactions ("WSJ Report").
The price of shares of Common Stock purchased with OPTIONAL CASH PAYMENTS on
any Cash Investment Date, will be 100% of the average of the daily high and
low sale prices for such stock for the last five trading days immediately pre-
ceding the applicable Cash Investment Date as published in the WSJ Report.
If there is no trading in the shares of Common Stock published in the WSJ Re-
port for at least one day during a five day trading period, the purchase price
of the Common Stock per share shall be determined by the Agent on the basis of
such market quotations as it shall deem appropriate.
For federal income tax information, see Question 27.
COSTS
17. Are there any expenses to Participants for participating in the Plan?
No. There are no service charges or brokerage fees payable by Participants on
purchases of shares under the Plan. All costs of administration of the Plan
are paid by the Corporation. However, as described in Question 23, if you re-
quest that the Agent sell your shares, you must pay the brokerage commission
and any applicable transfer tax.
REPORTS TO PARTICIPANTS
18. How will Participants be advised of their purchases?
As soon as practicable after each purchase a Participant will receive a
statement of his or her account. THESE STATEMENTS ARE A PARTICIPANT'S CONTINU-
ING RECORD OF THE COST OF HIS OR HER PURCHASES AND SHOULD BE RETAINED FOR TAX
PURPOSES. THE AGENT MAY CHARGE PARTICIPANTS A FEE FOR COPIES OF PAST STATE-
MENTS. In addition, each Participant will receive copies of those corporate
communications distributed to all Stockholders, including the quarterly re-
ports, annual report, notice of Stockholder's meeting and proxy statement of
the Corporation.
DIVIDENDS ON PLAN SHARES
19. Will Participants be credited with dividends on shares held under the
Plan?
Yes. The Corporation pays dividends, as, when and if declared, to the record
holders of all of its issued and outstanding shares of Common Stock. All divi-
dends on shares held in the Plan for a Participant under the "Full Dividend
Reinvestment" option will be reinvested in additional shares of Common Stock
under the Plan. As discussed in Question 28, the Corporation may elect not to
reinvest the dividends of a Stockholder that retains only a fractional share
in the Plan.
To the extent that a Participant under the "Partial Dividend Reinvestment" op-
17
<PAGE>
tion requests that cash dividends on Plan shares be sent to him or her, the
Agent will send the cash dividend to the Participant in the usual manner. The
remaining dividends on Plan shares will be reinvested for the Participant's
account in additional shares of Common Stock. A Participant in the Plan under
the "Optional Cash Purchases Only" feature will receive cash dividends on all
full and fractional shares in the usual manner.
CERTIFICATES FOR SHARES
20. Will stock certificates be issued for shares purchased?
Normally, certificates for shares of Common Stock purchased under the Plan
will not be issued to Participants. The number of shares credited to an ac-
count under the Plan will be shown on the Participant's statement of account.
This additional service protects against loss, theft or destruction of stock
certificates. Certificates for any number of shares up to the number of full
shares credited to an account under the Plan will be issued upon written re-
quest of a Participant. A Withdrawal/Termination form is provided on the re-
verse side of the account statement for this purpose. This form should be
mailed to the Agent at the address set forth in Question 4.
Question 23 addresses the time at which certificates for shares of Common
Stock purchased under the Plan will be issued to Participants who withdraw
from the Plan.
Shares credited to the account of a Participant under the Plan may not be
pledged. A Participant who wishes to pledge such shares must request that cer-
tificates for such shares be issued in his or her name.
Certificates for fractional shares will not be issued under any circumstanc-
es.
21. In whose name will accounts be maintained and certificates registered?
Accounts for each Participant will be maintained by the Agent in a Partici-
pant's name as shown on the Corporation's records at the time the Participant
enters the Plan (the "account name"). When issued, certificates for full
shares will be registered in the account name.
Upon a written request signed by the Participant, with the appropriate Medal-
lion Guarantee affixed, certificates also may be registered and issued in
names other than the account name, subject to compliance with any applicable
laws and the payment by the Participant of any applicable taxes. Such requests
are subject to the same requirements as for the transfer of Common Stock.
CHANGES TO OR WITHDRAWAL FROM PARTICIPATION
22. When will a Participant's request to change his or her method of partici-
pation be effective?
Any changes in a Participant's method of participating in the dividend rein-
vestment feature of the Plan with respect to
18
<PAGE>
his or her Common Stock and/or Preferred Stock will become effective as of the
next Dividend Investment Date relating to the applicable class of stock if
written notice of such intention is received by the Agent on or before the
record date for that class of stock's next dividend payment.
Optional cash payments sent to the Agent by Participants will be refunded if
written notice is received by the Agent no later than two business days prior
to the next Cash Investment Date.
23. How may a Participant withdraw from the Plan and/or sell shares held in
the Plan?
The Plan is entirely voluntary and a Participant may request to withdraw from
the Plan at any time. A Participant may also sell a portion or all of his or
her shares held in the Plan.
(a) WITHDRAWAL
In order to withdraw from the Plan, a Participant must notify the Agent in
writing that he or she wishes to withdraw. A Withdrawal/Termination form is
provided on the reverse side of the account statement for this purpose. The
completed Withdrawal/Termination form should be sent to the Agent at the ad-
dress set forth in Question 4.
When a Participant withdraws from the Plan or upon termination of the Plan by
the Corporation, certificates for full shares of Common Stock credited to a
Participant's account under the Plan will be issued and a cash payment will be
made for any fraction of a share.
A request to withdraw from the Plan should be received prior to the next rec-
ord date for a dividend on the class of stock that is being withdrawn from the
dividend reinvestment feature of the Plan. If a notice to withdraw is received
on this basis, thereafter all dividends on a class of stock that a Participant
withdraws from the Plan will be paid in cash to the Participant. Participants
who are in the Plan with respect to their Common Stock and Preferred Stock may
elect to withdraw their participation with respect to their Common Stock but
continue to participate with respect to their Preferred Stock and vice versa.
If the request to withdraw is received on or after the record date for a div-
idend, any cash dividend paid on that dividend payment date with respect to a
Participant's Common Stock or Preferred Stock will be reinvested in Common
Stock and credited to the Participant's account in accordance with the Partic-
ipant's previous instructions under the Plan. Any optional cash payment sent
to the Agent prior to the request to withdraw will be invested in Common Stock
unless the Participant's withdrawal letter expressly requests return of the
optional cash payment, and such letter is received no later than two business
days prior to the Cash Investment Date. The request to withdraw will then be
processed as promptly as possible
19
<PAGE>
following such date. Thereafter, all dividends will be paid in cash to the
Participant. A Participant may elect to re-enroll in the Plan at any time.
(b) SALE OF SHARES
All Participants, including a Participant who is withdrawing from the Plan,
may sell some or all of his or her shares in the Plan under either of the fol-
lowing options. A Participant may choose to sell all or a portion of his or
her shares in the Plan on the open market through the Participant's broker or
through the Agent. If a Participant elects to sell through a broker, he or she
first must request that the Agent send the Participant a certificate or cer-
tificates representing the requested number of shares in the Plan credited to
the Participant's account. As soon as practicable after receipt of such re-
quest, the Agent will issue a certificate or certificates representing such
number of shares to the Participant.
Alternatively, a Participant may request the Agent to sell up to 1,000 full
shares credited to his or her account under the Plan. The Agent will use its
best efforts to make the sale in the open market within five trading days af-
ter receipt of the request, and the Participant will receive the proceeds of
the sale minus any brokerage commission and transfer taxes. A Participant who
requests the Agent to sell up to 1,000 shares but who also wishes to have ad-
ditional shares sold through his or her broker will receive a certificate in
his or her name representing the full shares that he or she wishes to sell
through any such broker. A Participant who wishes to sell some or all of his
or her shares in the Plan should be aware of the risk under both selling op-
tions that the price of Common Stock may decrease between the time that the
Participant determines to sell shares in the Plan and the time that the sale
is completed. This risk is borne solely by the Participant. Checks for the
proceeds of such sale will be mailed promptly after the settlement of funds
from the brokerage firm.
Participants can not direct the date or sale price at which their shares are
to be sold by the Agent. Requests that shares be sold must indicate the number
of shares to be sold and not the dollar amount to be attained. Any request
that does not clearly indicate the number of shares to be sold will be re-
turned to the Participant with no action taken.
24. What happens if a Participant dies or becomes legally incapacitated?
Upon receipt by the Agent of notice of death or adjudicated incompetency of a
Participant, no further purchases of shares of Common Stock will be made for
the account of such Participant. The shares and cash held by the Plan for the
Participant will be delivered to the appropriate person upon receipt of evi-
dence satisfactory to the Agent of the appointment of a legal representative
and instruction from the representative regarding delivery.
20
<PAGE>
25. What happens to a fraction of a share when a Participant withdraws?
When a Participant withdraws from the Plan, a cash adjustment representing
any fraction of a share will be mailed to the Participant. The cash payment
will be based upon the then current market price.
VOTING
26. How will shares held under the Plan be voted?
Each Participant will receive a proxy card covering shares of Common Stock
credited to his or her account under the Plan. If the proxy card is returned
properly signed and marked for voting, all of the shares will be voted as
marked. The total number of full shares held may be voted in person at Stock-
holders' meetings.
If a proxy card is returned properly signed but without indicating instruc-
tions as to the manner in which shares are to be voted with respect to any
item, all of the Participant's shares will be voted (to the extent legally
permissible) in accordance with the recommendations of the Board of Directors
of the Corporation. If the proxy card is not returned, or if it returned un-
signed or improperly signed, none of the Participant's shares covered by such
proxy card will be voted unless the Participant or his or her duly appointed
representative votes in person at the meeting. These procedures are consistent
with the actions taken with respect to Stockholders who are not participating
in the Plan.
TAXES
27. What are the Federal income tax consequences of participation in the
Plan?*
A holder of Corporation's Common Stock or Preferred Stock participating in
the Plan and electing the dividend reinvestment option will be treated for
Federal income tax purposes as receiving a distribution in an amount equal to
the fair market value on the Dividend Investment Date of all full and frac-
tional shares credited to the Participant. The distribution will be taxable as
a dividend to the extent of the Corporation's earnings and profits as deter-
mined for Federal income tax purposes. The tax basis of the shares will be an
amount equal to their fair market value on the Dividend Investment Date. The
Corporation intends to determine and report the distribution amount on the ba-
sis that the fair market value per share of the Common Stock issued pursuant
to a reinvestment option is the average of the high and low sale prices of the
Common Stock of the Corporation on the Dividend Investment Date as published
in the WSJ Report--or on the basis of such market quotations as the Agent
shall deem appropriate, if the Common Stock is not traded on the Dividend In-
vestment Date.
- ----------
* The summary of Federal income tax consequences under Question 27 does not
apply to individual stockholders of the Corporation participating in the
employee benefit plans maintained by the Corporation in respect of shares of
the Common Stock held under those plans. See discussion under Question 5.
21
<PAGE>
The holding period for Common Stock credited to a Participant's account pur-
suant to a dividend reinvestment option will begin on the day following the
applicable Dividend Investment Date.
For a Participant acquiring shares through the optional cash payment feature
of the Plan, shares will be purchased at the fair market value as determined
in the manner set forth in the second paragraph of the response to Question
16. The tax basis per share will be an amount equal to the cost paid. The
holding period for Common Stock credited to a Stockholder's account pursuant
to the optional cash payment provisions will begin on the day following the
applicable Cash Investment Date.
A Participant will not realize any taxable income upon receipt of certifi-
cates for whole shares which have been credited to the Participant's account,
whether received upon the Participant's request, or upon termination of par-
ticipation in the Plan, or upon termination of the Plan.
A Participant will realize gain or loss when Common Stock acquired pursuant
to the Plan is sold or exchanged, whether pursuant to the Participant's re-
quest to the Agent for the sale of some or all of his or her shares in the
Plan, or upon sale or exchange by the Participant after receipt of a share
certificate from the Plan, or upon receipt of a cash adjustment for a frac-
tional share. The amount of such gain or loss will be the difference between
the amount which the Participant receives (after subtracting any applicable
brokerage commissions or other expenses of sale) for the shares, or fraction
of a share, and the tax basis of such shares or fraction of a share.
In the case of a foreign Participant whose dividends on Common Stock or Pre-
ferred Stock are subject to United States income tax withholding and whose ac-
count is to be credited with Common Stock pursuant to a reinvestment option,
the Agent will withhold the appropriate amount of tax and reinvest the balance
in Common Stock. The Agent's statement to the foreign Participant confirming
acquisition of shares pursuant to the Plan will indicate the amount of tax
withheld and the amount of the reinvestment.
In the case of the Stockholder subject to backup withholding tax on dividends
to be reinvested under the Plan, the appropriate amount will be withheld and
the balance of the dividend otherwise payable will be invested in Common
Stock.
All Participants, as well as eligible Stockholders who are considering par-
ticipating in the Plan, are urged to consult with their own tax advisers re-
garding the particular federal, state, and local tax consequences of their
participation in the Plan.
OTHER INFORMATION
28. What if a Participant sells or transfers all shares other than shares un-
der the Plan?
22
<PAGE>
If a Participant disposes of all shares of stock registered in his or her
name other than shares under the Plan, the Agent will, unless otherwise in-
structed by the Participant, continue to reinvest the dividends on the shares
credited to the Participant's account under the Plan. If a Participant, howev-
er, has only a fractional share of stock credited to his or her account under
the Plan on the record date for any cash dividend on the Common Stock, the
Corporation reserves the right not to reinvest any additional dividends on
such fractional share. If the Corporation exercises this right, the Partici-
pant will receive, if applicable, a cash adjustment representing such fraction
of a share and a cash payment for the dividend. The cash payment for the frac-
tional share will be based upon the closing price of the Common Stock as pub-
lished in the WSJ Report on the date of exercise of this right by the Corpora-
tion.
29. What if the Corporation declares a stock dividend or stock split?
In connection with a stock split or dividend distributed by the Corporation,
shares attributable to a Participant's shares in the plan will be added to the
Participant's account.
As soon as practicable after the payment of a stock dividend or stock split,
a statement will be sent to each Participant which will indicate the number of
shares of Common Stock credited to each Participant's account under the Plan
as a result of the stock dividend or stock split. A Participant may receive a
certificate for such shares (other than fractional shares) at any time by
sending a written request to the Agent at the address noted in Question 4.
30. May the Plan be changed or discontinued?
While the Corporation presently intends to continue the Plan indefinitely,
the Corporation reserves the right to amend, suspend, modify or terminate the
Plan at any time. Notice of any such amendment, suspension or modification
will be sent to Participants. Should the Corporation decide to terminate the
Plan, it will provide participating Stockholders with prior notice of such ac-
tion.
The Corporation also reserves the right to terminate any Participant's par-
ticipation in the Plan at any time for any reason including, without limita-
tion, engagement in arbitrage-related activities, trading, transactional
profit activities or excessive joinings and terminations which cause aberra-
tions in the price or trading volume of Common Stock or excessive expenses to
the Plan.
Upon a termination of the Plan or of a Participant's Participation in the
Plan, any uninvested optional cash payments will be returned, any uninvested
cash dividends will be remitted in cash, a certificate for whole shares of
Common Stock credited to the Participant's account will be issued, and a cash
payment (based on the prevailing market price less brokerage commission and
any applicable transfer tax) will
23
<PAGE>
be made for any fractional shares credited to the Participant's account.
31. What is the responsibility of the Corporation or the Agent under the Plan?
The Corporation and the Agent will not be liable for any act done in good
faith or for any good faith omission to act, including, without limitation,
any claim of liability arising out of failure to terminate a Participant's ac-
count upon a Participant's death prior to receipt of notice in writing of such
death. The Participant should recognize that neither the Corporation nor the
Agent can assure the Participant of a profit or protect him or her against a
loss on the shares purchased for his or her account under the Plan. An invest-
ment in the Corporation's Common Stock is, as are all equity investments, sub-
ject to significant market fluctuations.
32. Who interprets and regulates the Plan?
The Corporation reserves the right to interpret and regulate the Plan as may
be necessary or desirable in connection with the operation of the Plan. The
Plan will be governed by the laws of the Commonwealth of Massachusetts.
33. Who bears the risk of market fluctuations in the Common Stock?
A Participant's investment in shares held in his or her Plan account is no
different than his or her investment in directly held shares in this regard.
Each Participant bears all risk of loss that may result from market fluctua-
tions in the price of the Common Stock. Neither the Corporation or the Agent
can guarantee that shares purchased under the Plan will, at any particular
time, be worth more or not be worth less than their purchase price.
24
<PAGE>
USE OF PROCEEDS
The Corporation intends to use the net proceeds from the sale of the Common
Stock for general corporate purposes, including investments in and advances to
the Corporation's subsidiaries and financing possible future acquisitions of
financial institutions and banking or other assets, strategic partnerships and
joint ventures. The Corporation engages on an ongoing basis in reviewing and
discussing such opportunities as they arise, in order to expand its business
and enhance customer service incident to the implementation of its business
strategy.
PLAN OF DISTRIBUTION
The Common Stock acquired by Participants under the Plan is being sold
directly by the Corporation. The Corporation may sell Common Stock to owners
of shares (including brokers and dealers) who, in connection with any resales
of such shares, may be deemed to be underwriters. Such shares may be resold in
market transactions on any national securities exchange on which shares of the
Common Stock trade or in privately negotiated transactions. The national
exchanges on which the Corporation is currently listed include the New York
Stock Exchange and the Boston Stock Exchange.
The Corporation will pay any and all brokerage commissions and related
expenses incurred in connection with purchases of the Common Stock under the
Plan. Upon withdrawal by a Participant from the Plan by the sale of Common
Stock held under the Plan, the Participant will receive the proceeds of such
sales less any related brokerage commissions and any applicable transfer
taxes.
VALIDITY OF SHARES
The validity of the shares of Common Stock offered hereby will be 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 subsidiaries of the Corporation. As of September
30, 1996, Mr. Spiess had a direct or indirect interest in 31,767 shares of
Common Stock and had options to purchase an additional 60,083 shares, of which
options to purchase 42,116 shares will be exercisable within 60 days of
September 30, 1996.
25
<PAGE>
EXPERTS
The consolidated financial statements of the Corporation and subsidiaries
contained in and incorporated by reference into the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1995 and the supplemental
consolidated financial statements contained in the Corporation's Current
Report on Form 8-K dated September 6, 1996 have been incorporated herein by
reference in reliance upon the reports set forth therein of Coopers & Lybrand,
L.L.P., independent auditors and upon the authority of said firm as experts in
accounting and auditing.
The consolidated financial statements of BayBanks, Inc. and subsidiaries as
of December 31, 1995 and 1994, and for each of the years in the three-year
period ended December 31, 1995 incorporated by reference in the Joint Proxy
Statement-Prospectus of the Corporation and BayBanks, Inc. dated March 19,
1996, and in the Corporation's Current Report on Form 8-K dated September 6,
1996, have been incorporated herein by reference in reliance upon the reports
set forth therein of KPMG Peat Marwick LLP, independent certified accountants
and upon the authority of said firm as experts in accounting and auditing.
INDEMNIFICATION
The Corporation's By-Laws provide for indemnification of its Directors and
Officers for certain judgments, fines, expenses or settlement amounts incurred
in connection with such person's employment by the Corporation. 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and persons controlling the
Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
In addition, as permitted under Massachusetts law, the Corporation maintains
liability insurance covering directors and officers of the Corporation and its
subsidiaries.
26
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
SEC Registration fee............................................ $ 88,069.00
Printing expenses............................................... $ 10,000.00
Accounting fees and expenses.................................... $ 10,000.00
Blue sky fees and expenses...................................... $ 500.00
Listing fees.................................................... $ 5000.00
Miscellaneous................................................... $ 431.00
-----------
Total......................................................... $114,000.00
===========
</TABLE>
- --------
* All of the above amounts, except the SEC registration fees, 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 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 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 manner 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 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 appears to have acted in good faith in
the reasonable belief that his other 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 a 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 Corporation and any subsidiaries may be
indemnified as determined by the Board from time to time.
In addition, as permitted under Massachusetts law, the Corporation maintains
liability insurance covering directors and officers of the Corporation and its
subsidiaries.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
(5) Opinion of Gary A. Spiess, Esq.
(8) Opinion of Bingham, Dana & Gould, special tax counsel to the Registrant.
(23)(a) Consent of Coopers & Lybrand, L.L.P.
(23)(b) Consent of KPMG Peat Marwick LLP
(23)(c) Consent of Gary A. Spiess, Esq. (included in Exhibit 5).
(23)(d) Consent of Bingham, Dana & Gould (included in Exhibit 8).
(24) Power of Attorney of certain officers and directors.
(99) Form of Letter to Stockholders.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Corporation hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Corporation's annual report pursuant to Section 13(a) or Section 15(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.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 26 DAY OF SEPTEMBER, 1996.
Bank of Boston Corporation
/s/ Gary A. Spiess
By __________________________________
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 DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Charles K. Gifford* Chief Executive September 26,
- ------------------------------------- Officer and 1996
(CHARLES K. GIFFORD) Director
(Chief
Executive
Officer)
/s/ William M. Crozier, Jr.* Chairman of the September 26,
- ------------------------------------- Board of 1996
(WILLIAM M. CROZIER, JR.) Directors and
Director
/s/ Henrique de Campos Meirelles* President and September 26,
- ------------------------------------- Chief 1996
(HENRIQUE DE CAMPOS MEIRELLES) Operating
Officer and
Director
/s/ William J. Shea* Vice Chairman, September 26,
- ------------------------------------- Chief 1996
(WILLIAM J. SHEA) Financial
Officer and
Treasurer
(Chief
Financial
Officer)
/s/ Robert T. Jefferson* Comptroller September 26,
- ------------------------------------- (Chief 1996
(ROBERT T. JEFFERSON) Accounting
Officer)
II-3
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Wayne A. Budd* Director September 26,
- ------------------------------------- 1996
(WAYNE A. BUDD)
/s/ John A. Cervieri Jr.* Director September 26,
- ------------------------------------- 1996
(JOHN A. CERVIERI JR.)
/s/ William F. Connell* Director September 26,
- ------------------------------------- 1996
(WILLIAM F. CONNELL)
/s/ Gary L. Countryman* Director September 26,
- ------------------------------------- 1996
(GARY L. COUNTRYMAN)
/s/ Alice F. Emerson* Director September 26,
- ------------------------------------- 1996
(ALICE F. EMERSON)
/s/ Thomas J. May* Director September 26,
- ------------------------------------- 1996
(THOMAS J. MAY)
/s/ Donald F. McHenry* Director September 26,
- ------------------------------------- 1996
(DONALD F. MCHENRY)
/s/ Paul C. O'Brien* Director September 26,
- ------------------------------------- 1996
(PAUL C. O'BRIEN)
/s/ Thomas R. Piper* Director September 26,
- ------------------------------------- 1996
(THOMAS R. PIPER)
II-4
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ John W. Rowe* Director September 26,
- ------------------------------------- 1996
(JOHN W. ROWE)
/s/ Richard A. Smith* Director September 26,
- ------------------------------------- 1996
(RICHARD A. SMITH)
/s/ Glenn P. Strehle* Director September 26,
- ------------------------------------- 1996
(GLENN P. STREHLE)
/s/ William C. Van Faasen* Director September 26,
- ------------------------------------- 1996
(WILLIAM C. VAN FAASEN)
/s/ Thomas B. Wheeler* Director September 26,
- ------------------------------------- 1996
(THOMAS B. WHEELER)
/s/ Alfred M. Zeien* Director September 26,
- ------------------------------------- 1996
(ALFRED M. ZEIEN)
/s/ Gary A. Spiess
*By: ________________________________
ATTORNEY-IN-FACT
II-5
<PAGE>
EXHIBIT 5
October 4, 1996
Bank of Boston Corporation
100 Federal Street
Boston, Massachusetts 02110
Re:Issuance of Common Stock of Bank of Boston Corporation in
Connection with its
"Automatic Dividend Reinvestment and Common Stock Purchase Plan"
Ladies and Gentlemen:
As General Counsel to Bank of Boston Corporation (the "Corporation") I, and
attorneys in my office, have participated with the Corporation and its
officers 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 5,000,000 shares (the "Shares") of the
Corporation's common stock, par value $1.50 per share, to be issued in
connection with the Corporation's Automatic Dividend Reinvestment and Common
Stock Purchase Plan (the "Plan"). 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 duly authorized for issuance by all necessary corporate action and
upon acquisition under and in accordance with the terms of the Plan, will be
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
<PAGE>
Exhibit 8
[LETTERHEAD OF BINGHAM, DANA & GOULD LLP APPEARS HERE]
October 7, 1996
Bank of Boston Corporation
100 Federal Street
Boston, Massachusetts 02110
Ladies and Gentlemen:
This letter responds to your request for our opinion as to certain federal
income tax consequences of company stock issuances in connection with
transactions under the Automatic Dividend Reinvestment and Common Stock Purchase
Plan of Bank of Boston Corporation (the "Corporation") as described in the
Registration Statement on Form S-3 as to be filed on or about October 7, 1996,
with the Securities and Exchange Commission (herein referred to as the "Form S-
3") which relates to the registration of 5,000,000 shares of the Corporation's
Common Stock and includes a form of Prospectus. The Corporation has informed us
that the Form S-3 is to be filed with the Securities and Exchange Commission
with respect to proposed issuances of Common Stock hereafter in calendar year
1996 and that it may be used in a later year or years. All capitalized terms
that are defined in the Form S-3 and used herein without specific definition,
are used herein with the same meanings as are assigned in the Form S-3. The
term "Code" as used herein refers to the Internal Revenue Code of 1986 as
amended and now in effect.
In rendering this opinion we have assumed that all distributions made with
respect to the Corporation's capital stock in calendar year 1996, and in any
other applicable calendar year (including without limitation cash distributions,
and distributions of stock treated as distributions of property to which Code
Section 301 applies by reason of the application of Section 305(b)(1) thereof)
in each such calendar year will be made, within the contemplation of Code
Section 316, out of the Corporation's current earnings and profits for the
calendar year in which such distributions are made or out of its earnings and
profits accumulated after February 28, 1913.
In connection with this opinion we have made such examinations of law as we
have considered appropriate in the circumstances and we have
<PAGE>
BINGHAM, DANA & GOULD LLP
Bank of Boston Corporation
October 7, 1996
Page 2
assumed that all transactions will be carried out as described in the Form S-3.
Based upon the foregoing, and subject to the remainder of this opinion
letter, it is our opinion that:
(1) A Participant in the Plan electing the full or a partial dividend
reinvestment option will be treated for Federal income tax purposes as receiving
a distribution in an amount equal to the fair market value on the Dividend
Investment Date of all full and fractional shares credited to the Participant
pursuant to that option, rather than the amount of the cash dividend that
otherwise would have been payable. (The Participant will be treated as having
received a distribution to which Code Section 301 applies by reason of the
application of Code Section 305(b)(1).) The amount of the distribution will be
the fair market value on the distribution date of the Common Stock credited to
the Participant. (Treas. Reg. (S)1.305-1(b), and (S)1.301-1(b) and (d).) The
distribution will be taxable as a dividend to the extent of the Corporation's
earnings and profits as determined for Federal income tax purposes. The Federal
tax basis of the full and any fractional shares of the Common Stock credited to
the Participant will be an amount equal to their fair market value on the
Dividend Investment Date. (Code Section 301(d); Treas. Reg. (S)1.301-1(h)(1) and
(S)1.301-1(h)(2)(i).) In connection with the foregoing, it is appropriate for
the Corporation to determine and report the distribution amount on the basis
that the fair market value per share of such Common Stock is the average of the
high and low sale prices of the Common Stock on the Dividend Investment Date as
published on the WSJ Report (Treas. Reg. (S)20.2031-2(b)(1)) - or on the basis
of such market quotations as the Corporation shall deem appropriate for the
purpose of determining its fair market value, if the Common Stock is not traded
on the Dividend Investment Date.
(2) The holding period for Common Stock credited to a Participant's account
pursuant to a dividend reinvestment option will begin on the day following the
Dividend Investment Date. (Rev. Rul. 76-53, 1976-1 C.B. 87; see, Rev. Rul. 70-
598, 1970-2 C.B. 168.)
(3) Under the optional cash payment feature of the Plan, shares purchased
with optional cash payments will be purchased at 100 percent of their fair
market value as determined in the manner set forth in the
<PAGE>
BIGHAM, DANA & GOULD LLP
Bank of Boston Corporation
October 7, 1996
Page 3
second paragraph of the response to Question 16 in the Prospectus included in
the Form S-3. The tax basis per share of such Common Stock will be an amount
equal to the cost paid. (Code Section 1012.) In connection with the opinion in
this Paragraph (3), we consider that on the Cash Investment Date the fair market
value of shares of Common Stock purchased pursuant to the optional cash payment
provisions will be an amount equal to their agreed fair market value purchase
price determined by market quotations as set forth in the second paragraph of
the response to Question 16.
(4) The holding period for Common Stock purchased pursuant to the optional
cash payment provisions will begin on the day following the Cash Investment
Date. (Rev. Rul. 76-53 supra; see, Rev. Rul. 70-598, supra.)
(5) A Participant will not realize any taxable income upon receipt of
certificates for whole shares which have been credited to the Participant's
account, whether received upon the Participant's request, or upon termination of
participation in the Plan, or upon termination of the Plan. (Rev. Rul. 76-53,
supra; Rev. Rul. 78-375, 1978-2 C.B. 130.)
(6) A Participant will realize gain or loss when Common Stock acquired
pursuant to the Plan is sold or exchanged, whether pursuant to the Participant's
request upon termination of participation in the Plan, or upon sale or exchange
by the Participant after receipt of a share certificate from the Plan, or upon
receipt of a cash adjustment for a fractional share. The amount of such gain or
loss will be the difference between (i) the amount which the Participant
receives for the shares (including any fraction of a share) of Common Stock sold
or exchanged, after subtracting any applicable brokerage commissions or other
expenses of sale, and (ii) the tax basis of the shares (including any fraction
of a share).
(7) In the case of a foreign stockholder whose dividends are subject to
United States income tax withholding, the Corporation may appropriately withhold
tax with respect to the amount of any distribution which is taxable by reason of
Code Section 305(b)(1). (Treas. Reg. (S)1.1441-3(b)(1).)
(8) In the case of any stockholder whose dividends are subject to backup
withholding under Code Section 3406 or related Code provisions,
<PAGE>
BIGHAM, DANA & GOULD LLP
Bank of Boston Corporation
October 7, 1996
Page 4
and applicable Treasury regulations, the Corporation may appropriately withhold
tax with respect to any distribution which is subject to backup withholding
under the Code and applicable Treasury Regulations.
Please note that we express no opinion regarding federal income tax
consequences to individuals participating in employee benefit plans maintained
by the Corporation or any of its subsidiaries in respect of any shares of the
Corporation's Common Stock held under those plans. Further, our opinions set
forth herein are based upon the Code and applicable regulations, rulings and
court decisions as of the date of this opinion letter and we assume no
obligation to modify or update any opinion set forth herein to reflect any facts
or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur. Finally, this opinion is being rendered solely to
your for your use in connection with your submission of the Form S-3 and may not
be relied upon by any other person or for any other purpose without our prior
written consent (but in the event deemed necessary, we hereby consent to the
inclusion of this opinion letter as an exhibit to the Form S-3).
Very truly yours,
/s/ Bingham, Dana & Gould LLP
BINGHAM, DANA & GOULD LLP
<PAGE>
EXHIBIT 23(A)
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-3, of the following reports:
(i) our report dated January 18, 1996, on our audits of the consolidated
financial statements of Bank of Boston Corporation and Subsidiaries as
of December 31, 1995 and 1994, and for each of the three years in the
period ended December 31, 1995, incorporated by reference in the
Corporation's 1995 Annual Report to Stockholders filed as Exhibit 13
to the Corporation's 1995 Annual Report on Form 10-K; and
(ii) our report dated August 26, 1996, on our audits of the supplemental
consolidated financial statements for Bank of Boston Corporation as
of December 31, 1995 and 1994, and for each of the years in the
three-year period ended December 31, 1995, included in the Form 8-K
of Bank of Boston Corporation dated September 6, 1996. We did not
audit the consolidated financial statements of BayBanks, Inc., a
wholly owned subsidiary, which statements reflect total assets of
approximately $12,063,501,000 and $10,770,947,000 as of December 31,
1995 and 1994, respectively, and net interest income of approximately
$507,432,000, $464,942,000 and $423,823,000 for each of the years in
the three-year period ended December 31, 1995. Those statements were
audited by other auditors whose report has been furnished to us, and
our opinion, insofar as it relates to amounts included for BayBanks,
Inc., is based solely on the report of other auditors. The financial
statements referred to above give retroactive effect to the merger of
Bank of Boston Corporation with BayBanks, Inc. on July 29, 1996,
which has been accounted for as a pooling of interests as described
in Notes 1 and 2 to the supplemental consolidated financial
statements. Generally accepted accounting principles proscribe giving
effect to a consummated business combination accounted for by the
pooling of interests method in consolidated financial statements that
do not include the date of consummation. These supplemental financial
statements do not extend through the date of consummation; however,
they will become the historical consolidated financial statements of
Bank of Boston Corporation after consolidated financial statements
covering the dates of consummation of the business combination are
issued.
We also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand, L.L.P.
Coopers & Lybrand, L.L.P.
Boston, Massachusetts
October 4, 1996
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
BayBanks, Inc.:
We consent to the use of our report dated January 18, 1996, incorporated
herein by reference and to the reference to our firm under the heading
"Experts" in the Registration Statement on Form S-3, relating to the
consolidated balance sheets of BayBanks, Inc. and subsidiaries as of December
31, 1995 and 1994, 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, 1995 contained in the Bank of Boston
Corporation and BayBanks, Inc. Joint Proxy Statement-Prospectus dated March
19, 1996 as was included in Bank of Boston Corporation's Form 8-K dated
September 6, 1996.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
October 4, 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 M. CROZIER, JR., HENRIQUE DE CAMPOS MEIRELLES, 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-3 TO BE FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") WITH RESPECT TO
THE SHARES OF THE CORPORATION'S COMMON STOCK, PAR VALUE $1.50 PER SHARE, TO BE
ISSUED PURSUANT TO THE CORPORATION'S AUTOMATIC DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN, 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
--------- ----- ----
/s/ Charles K. Gifford Chief Executive September 26, 1996
- ------------------------------------- Officer and
(CHARLES K. GIFFORD) Director
(Chief
Executive
Officer)
/s/ William M. Crozier, Jr. Chairman of the September 26, 1996
- ------------------------------------- Board of
(WILLIAM M. CROZIER, JR.) Directors and
Director
/s/ Henrique de Campos Meirelles President and September 26, 1996
- ------------------------------------- Chief
(HENRIQUE DE CAMPOS MEIRELLES) Operating
Officer and
Director
/s/ William J. Shea Vice Chairman, September 26, 1996
- ------------------------------------- Chief
(WILLIAM J. SHEA) Financial
Officer and
Treasurer
(Chief
Financial
Officer)
1
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert T. Jefferson Comptroller September 26, 1996
- ------------------------------------- (Chief
(ROBERT T. JEFFERSON) Accounting
Officer)
/s/ Wayne A. Budd Director September 26, 1996
- -------------------------------------
(WAYNE A. BUDD)
/s/ John A. Cervieri Jr. Director September 26, 1996
- -------------------------------------
(JOHN A. CERVIERI JR.)
/s/ William F. Connell Director September 26, 1996
- -------------------------------------
(WILLIAM F. CONNELL)
/s/ Gary L. Countryman Director September 26, 1996
- -------------------------------------
(GARY L. COUNTRYMAN)
/s/ Alice F. Emerson Director September 26, 1996
- -------------------------------------
(ALICE F. EMERSON)
/s/ Thomas J. May Director September 26, 1996
- -------------------------------------
(THOMAS J. MAY)
/s/ Donald F. McHenry Director September 26, 1996
- -------------------------------------
(DONALD F. MCHENRY)
/s/ Paul C. O'Brien Director September 26, 1996
- -------------------------------------
(PAUL C. O'BRIEN)
/s/ Thomas R. Piper Director September 26, 1996
- -------------------------------------
(THOMAS R. PIPER)
/s/ John W. Rowe Director September 26, 1996
- -------------------------------------
(JOHN W. ROWE)
/s/ Richard A. Smith Director September 26, 1996
- -------------------------------------
(RICHARD A. SMITH)
2
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Glenn P. Strehle Director September 26, 1996
- -------------------------------------
(GLENN P. STREHLE)
/s/ William C. Van Faasen Director September 26, 1996
- -------------------------------------
(WILLIAM C. VAN FAASEN)
/s/ Thomas B. Wheeler Director September 26, 1996
- -------------------------------------
(THOMAS B. WHEELER)
/s/ Alfred M. Zeien Director September 26, 1996
- -------------------------------------
(ALFRED M. ZEIEN)
3
<PAGE>
EXHIBIT 99
Dear Stockholder:
We are pleased to send you the enclosed Prospectus, dated October 8, 1996,
describing Bank of Boston Corporation's Automatic Dividend Reinvestment and
Common Stock Purchase Plan, as amended. This Plan provides the holders of the
Corporation's Common and Preferred Stock with a convenient and economical way
of investing cash dividends and optional cash payments in additional shares of
Common Stock.
We would like to take this opportunity to welcome all of our new
stockholders, particularly former stockholders of BayBanks, Inc. We believe
the Plan offers you an attractive opportunity to purchase shares of Common
Stock without the payment of any brokerage commission or service charge.
Holders of the Corporation's Common Stock or Preferred Stock who elect to
participate in the Plan may do either or both of the following:
(i) HAVE CASH DIVIDENDS ON ALL OR SOME OF THEIR SHARES AUTOMATICALLY
REINVESTED IN SHARES OF COMMON STOCK AT THE AVERAGE MARKET PRICE.
DIVIDENDS WILL NO LONGER BE REINVESTED AT A DISCOUNT.
(ii) INVEST OPTIONAL CASH PAYMENTS OF UP TO $100,000 ANNUALLY IN SHARES OF
COMMON STOCK AT THE AVERAGE MARKET PRICE. THIS REPRESENTS A CHANGE
FROM OUR PREVIOUS MAXIMUM OF $5,000 PER MONTH.
The price of shares of Common Stock purchased under the Plan will be the
average of the daily high and low sales prices for the Corporation's Common
Stock for the five trading days immediately preceding the date the investment
is made.
The Plan can simplify your recordkeeping because The First National Bank of
Boston, which serves as the Agent of the Plan, will provide you with regular
statements reflecting each transaction in your account. As an additional
service to holders of Common Stock, if you participate in the Plan, you may
send your Common Stock certificates to the Agent for safekeeping.
To become a participant in the Plan, you should complete the enclosed
Stockholder Authorization Form and return it to the Agent in the envelope
provided for this purpose. YOUR PARTICIPATION IN THE PLAN WILL BE EFFECTIVE AS
OF NOVEMBER 1, 1996.
IF YOU ARE CURRENTLY A PARTICIPANT, NO FURTHER ACTION IS REQUIRED ON YOUR
PART, HOWEVER, THE CHANGES NOTED ABOVE WITH RESPECT TO THE DISCOUNT AND
OPTIONAL CASH INVESTMENT LIMIT, WILL BE EFFECTIVE WITH RESPECT TO YOUR
PARTICIPATION IN THE PLAN AS OF NOVEMBER 1, 1996.
Please note that participation in the Plan is entirely voluntary and you may
initiate, change or discontinue participation at any time. If you do not wish
to participate in the Plan you will continue to receive dividend payments in
the same manner that you currently receive them.
While we have outlined the highlights of the Plan, the enclosed Prospectus
provides a comprehensive description of the Plan in a question and answer
format. We urge you to review the entire Prospectus carefully. Any further
questions you may have should be directed to the Agent at 1-800-730-4001.
Sincerely,
William M. Crozier, Jr. Charles K. Gifford
Chairman Chief Executive Officer
Enclosures
