<PAGE> 1
As filed with the Securities and Exchange Commission on December 30, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BANK OF BOSTON CORPORATION
(Exact name of registrant as specified in its charter)
--------------------------------------------------
MASSACHUSETTS 04-2471221
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(Address of Principal Executive Offices) (Zip Code)
BANK OF BOSTON CORPORATION
1996 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
------------------------
GARY A. SPIESS, ESQ. JANICE B. LIVA, ESQ.
General Counsel and Clerk Assistant General Counsel and Assistant Clerk
BANK OF BOSTON CORPORATION BANK OF BOSTON CORPORATION
100 FEDERAL STREET 100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02110
617-434-2870 617-434-8630
(Names, addresses and telephone numbers, including area codes, of agents for
service)
------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
===========================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Per Aggregate Offering Registration Fee
to be Registered Registered Unit (1) Price (1) (1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1.50 per share (2) 8,000,000 shares $66.0625 $528,500,000 $160,151.52
===========================================================================================================
<FN>
(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 December 24, 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.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Bank of Boston Corporation (the "Corporation") hereby incorporates
by reference into this registration statement the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):
a. The Corporation's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act");
b. All other reports filed by the Corporation pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the annual report referred to in
(a) above;
c. The description of the Corporation's common stock (the
"Common Stock") contained in the Corporation's registration
statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of
updating such description; and
d. The description of the Corporation's Preferred Stock
Purchase Rights contained in the Corporation's registration
statement on Form 8-A dated July 2, 1990, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered herein has been
passed upon for the Corporation by Gary A. Spiess, General Counsel of the
Corporation, 100 Federal Street, Boston, Massachusetts 02110. Mr. Spiess is also
an officer of certain other subsidiaries of the Corporation. As of December 23,
1996, Mr. Spiess had a direct or indirect interest in 31,191 shares of Common
Stock and had options to purchase an additional 60,083 shares, of which options
to purchase 51,287 shares will be exercisable within 60 days after
December 23, 1996.
- 2 -
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws
authorizes a corporation to indemnify any director, officer, employee or other
agent of the corporation to whatever extent specified in or authorized by (a)
the articles of organization, (b) a by-law adopted by the stockholders or (c) a
vote adopted by the holders of a majority of the shares of stock entitled to
vote on the election of directors.
The Corporation's By-Laws provide indemnity to the Corporation's
directors and officers in such capacity or as directors or officers of a
wholly-owned subsidiary of the Corporation for liability resulting from
judgments, fines, expenses or settlement amounts incurred in connection with any
action, including an action by or in the right of the Corporation, brought
against such person in such capacity. Under Massachusetts law and the By-Laws,
no indemnification may be provided for any person with respect to any matter as
to which he or she shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his or her action was in the
best interest of the Corporation or of such subsidiary. The By-Laws also provide
that, with respect to any matter disposed of by a compromise payment by such
director or officer pursuant to a consent decree or otherwise, no
indemnification shall be provided unless such indemnification shall be ordered
by a court or such compromise shall be approved as being in the best interest of
the Corporation, after notice that it involves such indemnification: (a) by a
disinterested majority of the directors then in office, (b) by a majority of the
disinterested directors then in office, provided that there has been obtained an
opinion in writing of independent counsel to the effect that such person appears
to have acted in good faith in the reasonable belief that his or her action was
in the best interests of the Corporation or (c) by the holders of a majority of
the outstanding stock at the time entitled to vote for directors, exclusive of
any stock owned by any interested director or officer. Under Massachusetts law,
a court may uphold indemnification in connection with a suit in which there is a
recovery by or in the right of the corporation.
The By-Laws also provide for indemnification for all other
directors and officers of the Corporation's wholly-owned subsidiaries to the
extent authorized by the Board of Directors in each individual case, based on
the same statutory standard set forth in the preceding paragraph. Where such a
person is wholly successful in defending the claim, he or she shall be entitled
to indemnification. Directors and officers of other subsidiaries and employees
and agents of the Corporation and any subsidiaries may be indemnified as
determined by the Board from time to time.
In addition, as permitted by Section 67 of Chapter 156B of the
Massachusetts General Laws, the Corporation maintains liability insurance
covering directors and officers of the Corporation and its subsidiaries.
Item 7. Exemption from Registration Claimed.
Not applicable.
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<PAGE> 4
Item 8. Exhibits.
5 Opinion of Gary A. Spiess, Esq., as to the validity of the
shares of Common Stock offered herein.
23(a) Consent of Gary A. Spiess, Esq. (included in Exhibit 5).
23(b) Consent of Coopers & Lybrand L.L.P.
23(c) Consent of KPMG Peat Marwick LLP.
24 Power of Attorney of certain officers and directors.
Item 9. Undertakings.
The Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"),
each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
The Corporation hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each
filing of the Savings Plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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<PAGE> 5
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Corporation pursuant to the provisions described in Item 6, or otherwise,
the Corporation has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Corporation will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the
30th day of December, 1996.
BANK OF BOSTON CORPORATION
By /s/ GARY A. SPIESS
--------------------------------
(Gary A. Spiess)
(General Counsel and Clerk)
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ CHARLES K. GIFFORD* Chief Executive Officer and Director December 30, 1996
- ---------------------------------- (Chief Executive Officer)
(Charles K. Gifford)
/s/ WILLIAM M. CROZIER, JR.* Chairman of the Board of Directors December 30, 1996
- ---------------------------------- and Director
(William M. Crozier, Jr.)
/s/ HENRIQUE D. MEIRELLES* President and Chief Operating December 30, 1996
- ---------------------------------- Officer and Director
(Henrique D. Meirelles)
/s/ WILLIAM J. SHEA* Vice Chairman, Chief Financial December 30, 1996
- ---------------------------------- Officer and Treasurer (Chief
(William J. Shea) Financial Officer)
/s/ ROBERT T. JEFFERSON* Comptroller (Chief Accounting December 30, 1996
- ---------------------------------- Officer)
(Robert T. Jefferson)
</TABLE>
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<PAGE> 7
SIGNATURE TITLE DATE
--------- ----- ----
/s/ WAYNE A. BUDD* Director December 30, 1996
- ----------------------------------
(Wayne A. Budd)
/s/ JOHN A. CERVIERI JR.* Director December 30, 1996
- ----------------------------------
(John A. Cervieri Jr.)
/s/ WILLIAM F. CONNELL* Director December 30, 1996
- ----------------------------------
(William F. Connell)
/s/ GARY L. COUNTRYMAN* Director December 30, 1996
- ----------------------------------
(Gary L. Countryman)
/s/ ALICE F. EMERSON* Director December 30, 1996
- ----------------------------------
(Alice F. Emerson)
/s/ THOMAS J. MAY* Director December 30, 1996
- ----------------------------------
(Thomas J. May)
Director December , 1996
- ----------------------------------
(Donald F. McHenry)
/s/ PAUL C. O'BRIEN* Director December 30, 1996
- ----------------------------------
(Paul C. O'Brien)
/s/ THOMAS R. PIPER* Director December 30, 1996
- ----------------------------------
(Thomas R. Piper)
/s/ JOHN W. ROWE* Director December 30, 1996
- ----------------------------------
(John W. Rowe)
/s/ RICHARD A. SMITH* Director December 30, 1996
- ----------------------------------
(Richard A. Smith)
/s/ GLEN P. STREHLE* Director December 30, 1996
- ----------------------------------
(Glen P. Strehle)
Director December , 1996
- ----------------------------------
(William C. Van Faasen)
/s/ THOMAS B. WHEELER* Director December 30, 1996
- ----------------------------------
(Thomas B. Wheeler)
Director December , 1996
- ----------------------------------
(Alfred M. Zeien)
*By: /s/ GARY A. SPIESS
----------------------------------
(Gary A. Spiess, Attorney-in-Fact)
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<PAGE> 8
EXHIBIT INDEX
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Exhibits Description
- -------- -----------
5 Opinion of Gary A. Spiess, Esq., as to the validity of the shares
of Common Stock offered herein.
23(a) Consent of Gary A. Spiess, Esq. (included in Exhibit 5).
23(b) Consent of Coopers & Lybrand L.L.P.
23(c) Consent of KPMG Peat Marwick LLP.
24 Power of Attorney of certain officers and directors.
<PAGE> 1
EXHIBIT 5
December 30, 1996
Bank of Boston Corporation
100 Federal Street
Boston, Massachusetts 02110
Re: BANK OF BOSTON CORPORATION'S REGISTRATION STATEMENT ON
FORM S-8 RELATING TO THE BANK OF BOSTON CORPORATION
1996 LONG-TERM INCENTIVE PLAN
As General Counsel of Bank of Boston Corporation (the "Corporation") and
The First National Bank of Boston (the "Bank"), I, and other attorneys in this
office, have participated with the Corporation, its officers and officers of the
Bank in the preparation for filing with the Securities and Exchange Commission
(the "Commission") of a Registration Statement on Form S-8 (the "Registration
Statement") covering 8,000,000 shares (the "Shares") of the Corporation's Common
Stock, par value $1.50 per share, which Shares may hereafter be acquired by
participants ("Participants") in the Bank of Boston Corporation 1996 Long-Term
Incentive Plan (the "Plan"). In connection with filing the Registration
Statement, the rules and regulations of the Commission require my opinion, in my
capacity as General Counsel of the Corporation, on the matters set forth below.
In rendering this opinion, I, and other attorneys in this office working
under my supervision, have examined and relied upon originals or copies,
certified or otherwise, of all such corporate records, documents, agreements or
other instruments of the Corporation, and have made such investigation of law
and have discussed with the officers of the Corporation and the Bank such
questions of fact as we have deemed necessary or appropriate. In rendering this
opinion, I have relied upon certificates and statements of officers and
directors of the Corporation and the Bank as to factual matters, and have
assumed the genuiness of all documents submitted as copies.
Based upon and subject to the foregoing, I am of the opinion that the
Shares will be, upon the issuance thereof pursuant to the terms of the Plan,
legally issued, fully paid and non-assessable.
<PAGE> 2
Bank of Boston Corporation - 2 - December 30, 1996
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
under the caption "Interests of Named Experts and Counsel."
Very truly yours,
/s/ GARY A. SPIESS
------------------------
Gary A. Spiess
General Counsel
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Bank of Boston Corporation
We consent to the incorporation by reference, in this registration
statement on Form S-8, of the following reports:
(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.
/s/ Coopers & Lybrand, L.L.P.
Boston, Massachusetts
December 30, 1996
<PAGE> 1
EXHIBIT 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
BayBanks, Inc.:
We consent to the incorporation by reference in this registration statement on
Form S-8 of Bank of Boston Corporation of our report dated January 18, 1996,
with respect 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, which report has
been incorporated by reference in the Bank of Boston Corporation and BayBanks,
Inc. Joint Proxy Statement-Prospectus dated March 18, 1996 and was included in
Bank of Boston Corporation's Form 8-K dated September 6, 1996.
/s/ KPMG PEAT MARWICK LLP
Boston, Massachusetts
December 30, 1996
<PAGE> 1
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, Kathleen
M. McGillycuddy, Robert T. Jefferson and Gary A. Spiess, and each of them
severally, or if more than one acts, a majority of them, his or her true and
lawful attorneys or attorney to execute in his or her name, place and stead, in
his or her capacity as a director or officer or both, as the case may be, of the
Corporation, the Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Commission") with respect to the shares
of the Corporation's Common Stock, par value $1.50 per share, to be issued
pursuant to the Corporation's 1996 Long-Term Incentive 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ CHARLES K. GIFFORD Chief Executive Officer December 30, 1996
- ---------------------------------- and Director (Chief
(Charles K. Gifford) Executive Officer)
/s/ WILLIAM M. CROZIER, JR. Chairman of the Board of December 30, 1996
- ---------------------------------- Directors and Director
(William M. Crozier, Jr.)
/s/ HENRIQUE D. MEIRELLES President and Chief December 30, 1996
- ---------------------------------- Operating Officer and
(Henrique D. Meirelles) Director
/s/ WILLIAM J. SHEA Vice Chairman, Chief December 30, 1996
- ---------------------------------- Financial Officer and
(William J. Shea) Treasurer (Chief
Financial Officer)
/s/ ROBERT T. JEFFERSON Comptroller (Chief December 30, 1996
- ---------------------------------- Accounting Officer)
(Robert T. Jefferson)
</TABLE>
<PAGE> 2
SIGNATURE TITLE DATE
--------- ----- ----
/s/ WAYNE A. BUDD Director December 30, 1996
- ----------------------------------
(Wayne A. Budd)
/s/ JOHN A. CERVIERI JR. Director December 30, 1996
- ----------------------------------
(John A. Cervieri Jr.)
/s/ WILLIAM F. CONNELL Director December 30, 1996
- ----------------------------------
(William F. Connell)
/s/ GARY L. COUNTRYMAN Director December 30, 1996
- ----------------------------------
(Gary L. Countryman)
/s/ ALICE F. EMERSON Director December 30, 1996
- ----------------------------------
(Alice F. Emerson)
/s/ THOMAS J. MAY Director December 30, 1996
- ----------------------------------
(Thomas J. May)
Director December , 1996
- ----------------------------------
(Donald F. McHenry)
/s/ PAUL C. O'BRIEN Director December 30, 1996
- ----------------------------------
(Paul C. O'Brien)
/s/ THOMAS R. PIPER Director December 30, 1996
- ----------------------------------
(Thomas R. Piper)
/s/ JOHN W. ROWE Director December 30, 1996
- ----------------------------------
(John W. Rowe)
/s/ RICHARD A. SMITH Director December 30, 1996
- ----------------------------------
(Richard A. Smith)
/s/ GLENN P. STREHLE Director December 30, 1996
- ----------------------------------
(Glenn P. Strehle)
Director December , 1996
- ----------------------------------
(William C. Van Faasen)
/s/ THOMAS B. WHEELER Director December 30, 1996
- ----------------------------------
(Thomas B. Wheeler)
Director December , 1996
- ----------------------------------
(Alfred M. Zeien)
