<PAGE> 1
As filed with the Securities and Exchange Commission on July 1, 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)
THE BOSTON BANCORP STOCK OPTION PLAN
THE BOSTON BANCORP 1989 STOCK OPTION PLAN
THE BOSTON BANCORP 1994 STOCK OPTION PLAN
(Full titles of the plans)
-------------------------------------------
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>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Per Aggregate Registration Fee
to be Registered Registered Unit (1) Offering Price (1) (1)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 50,000 shares $48.9375 $2,446,875.00 $843.75
$1.50 per share (2)
===================================================================================================
<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 June 26, 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 June 10,
1996, Mr. Spiess had a direct or indirect interest in 31,688 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 after June 10,
1996.
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<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(a)).
23(b) Consent of Coopers & Lybrand L.L.P.
23(c) Consent of KPMG Peat Marwick LLP.
24 Power of Attorney of certain officers and directors.
Item 9. Undertakings.
The Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove 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
28th day of June, 1996.
BANK OF BOSTON CORPORATION
By /s/ GARY A. SPIESS
---------------------------
(Gary A. Spiess)
(General Counsel and Clerk)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board of
Directors, Chief Executive
Officer and President and
/s/ CHARLES K. GIFFORD* Director (Chief Executive June 28, 1996
- --------------------------- Officer)
(Charles K. Gifford)
Vice Chairman, Chief
Financial Officer and
/s/ WILLIAM J. SHEA* Treasurer (Chief June 28, 1996
- --------------------------- Financial Officer)
(William J. Shea)
/s/ ROBERT T. JEFFERSON* Comptroller (Chief Accounting June 28, 1996
- --------------------------- Officer)
(Robert T. Jefferson)
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<PAGE> 7
SIGNATURE TITLE DATE
--------- ----- ----
- --------------------------- Director June , 1996
(Wayne A. Budd)
/s/ WILLIAM F. CONNELL* Director June 28, 1996
- ---------------------------
(William F. Connell)
/s/ GARY L. COUNTRYMAN* Director June 28, 1996
- --------------------------
(Gary L. Countryman)
- --------------------------- Director June , 1996
(Alice F. Emerson)
- --------------------------- Director June , 1996
(Thomas J. May)
- --------------------------- Director June , 1996
(Donald F. McHenry)
- --------------------------- Director June , 1996
(J. Donald Monan)
/s/ PAUL C. O'BRIEN* Director June 28, 1996
- ---------------------------
(Paul C. O'Brien)
/s/ JOHN W. ROWE* Director June 28, 1996
- ---------------------------
(John W. Rowe)
/s/ RICHARD A. SMITH* Director June 28, 1996
- ---------------------------
(Richard A. Smith)
/s/ WILLIAM C. VAN FAASEN* Director June 28, 1996
- ---------------------------
(William C. Van Faasen)
/s/ THOMAS B. WHEELER* Director June 28, 1996
- ---------------------------
(Thomas B. Wheeler)
- --------------------------- Director June , 1996
(Alfred M. Zeien)
*By: /s/ GARY A. SPIESS
----------------------------------
(Gary A. Spiess, Attorney-in-Fact)
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<PAGE> 1
EXHIBIT 5(a)
June 28, 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 BOSTON BANCORP STOCK OPTION PLAN, THE BOSTON BANCORP
1989 STOCK OPTION PLAN AND THE BOSTON BANCORP 1994 STOCK OPTION 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 50,000 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 Boston Bancorp Stock Option Plan, The
Boston Bancorp 1989 Stock Option Plan and The Boston Bancorp 1994 Stock Option
Plan (collectively, the "Plans"). 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 Plans,
legally issued, fully paid and non-assessable.
<PAGE> 2
Bank of Boston Corporation - 2 - June 28, 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 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.
/s/ Coopers & Lybrand, L.L.P.
-------------------------
Boston, Massachusetts
June 28, 1996
<PAGE> 1
EXHIBIT 23(c)
CONSENT OF INDEPENDENT AUDITORS
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.
/s/ KPMG PEAT MARWICK LLP
---------------------
Boston, Massachusetts
June 27, 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
J. Shea, Bradford H. Warner, Robert T. Jefferson and Gary A. Spiess, and each of
them severally, or if more than one acts, a majority of them, his or her true
and lawful attorneys or attorney to execute in his or her name, place and stead,
in his or her capacity as a director or officer or both, as the case may be, of
the Corporation, the Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Commission") with respect to the shares
of the Corporation's Common Stock, par value $1.50 per share, to be issued
pursuant to The Boston Bancorp Stock Option Plan, The Boston Bancorp 1989 Stock
Option Plan and The Boston Bancorp 1994 Stock Option 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
--------- ----- ----
Chairman of the Board of
Directors, Chief Executive
Officer and President and
/s/ CHARLES K. GIFFORD Director (Chief Executive June 28, 1996
- --------------------------- Officer)
(Charles K. Gifford)
Vice Chairman, Chief
Financial Officer and
/s/ WILLIAM J. SHEA Treasurer (Chief June 28, 1996
- --------------------------- Financial Officer)
(William J. Shea)
/s/ ROBERT T. JEFFERSON Comptroller (Chief Accounting June 28, 1996
- --------------------------- Officer)
(Robert T. Jefferson)
<PAGE> 2
SIGNATURE TITLE DATE
--------- ----- ----
- --------------------------- Director June , 1996
(Wayne A. Budd)
/s/ WILLIAM F. CONNELL Director June 28, 1996
- ---------------------------
(William F. Connell)
/s/ GARY L. COUNTRYMAN Director June 28, 1996
- --------------------------
(Gary L. Countryman)
- --------------------------- Director June , 1996
(Alice F. Emerson)
- --------------------------- Director June , 1996
(Thomas J. May)
- --------------------------- Director June , 1996
(Donald F. McHenry)
- --------------------------- Director June , 1996
(J. Donald Monan)
/s/ PAUL C. O'BRIEN Director June 28, 1996
- ---------------------------
(Paul C. O'Brien)
/s/ JOHN W. ROWE Director June 28, 1996
- ---------------------------
(John W. Rowe)
/s/ RICHARD A. SMITH Director June 28, 1996
- ---------------------------
(Richard A. Smith)
/s/ WILLIAM C. VAN FAASEN Director June 28, 1996
- ---------------------------
(William C. Van Faasen)
/s/ THOMAS B. WHEELER Director June 28, 1996
- ---------------------------
(Thomas B. Wheeler)
- --------------------------- Director June , 1996
(Alfred M. Zeien)
