SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Mercury Finance Company
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
589395 10 2
(CUSIP number)
Gary A. Spiess
General Counsel and Clerk
Bank of Boston Corporation
100 Federal Street
Boston, Massachusetts 02110
(617) 434-2870
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 5, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
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1. NAMES OF REPORTING PERSONS
S.S. OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Bank of Boston Corporation 04-2471221
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
N/A (A) [ ]
(B) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |X|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
None
<PAGE>
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES(SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
HC
ITEM 1. SECURITY AND ISSUER.
This statement amendment relates to the common stock, par value $1.00 per
share (the "Common Stock"), of Mercury Finance Company, a Delaware corporation
(the "Company"), and the Schedule 13D with respect thereto filed on January 17,
1997 by the reporting person. The principal executive offices of the Company
are located at 100 Field Drive, Suite 340, Lake Forest, Illinois 60045.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This statement amendment is being filed by Bank of Boston
Corporation, a Massachusetts corporation ("BKBC"). The principal executive
offices of BKBC are located at 100 Federal Street, Boston, Massachusetts 02110.
BKBC is a registered bank holding company which, 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, domestic corporate and
investment banking, leasing, global banking, commercial real estate lending,
correspondent banking, and securities and payments processing. The major
banking subsidiaries of BKBC include The First National Bank of Boston,
BayBank, N.A., Bank of Boston Connecticut, Rhode Island Hospital Trust
National Bank and BayBank NH, N.A..
<PAGE>
Information as to each of the executive officers and directors of BKBC is
set forth on Schedule I hereto. Each of such persons is a citizen of the United
States, except for Mr. Sacerdote, who is a citizen of Argentina, and Messrs.
Craide and Meirelles, who are citizens of Brazil.
(d) During the last five years, neither BKBC nor, to the best of BKBC's
knowledge, any of the individuals named in Schedule I hereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither BKBC nor, to the best of BKBC's
knowledge, any of the individuals named in Schedule I hereto, has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws, except that, on December 22, 1995, the
Securities and Exchange Commission issued an order pursuant to Section 21C of
the Securities Exchange Act of 1934 ("Exchange Act"), that BKBC cease and
desist from violation of Section 13(a) of the Exchange Act and Rules 12b-20 and
13a-13 thereunder. This order was based on a finding by a SEC administrative
law judge that an Exchange Act report filed by BKBC in 1989 had been
misleading.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
N/A
ITEM 4. PURPOSE OF TRANSACTION.
On January 10, 1997, BKBC, Fidelity and the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to which,
subject to the satisfaction of certain conditions precedent, a wholly owned
subsidiary of the Company to be organized under the laws of the State of
Minnesota (the "Merger Subsidiary") was to be merged into Fidelity (the
"Merger"). Pursuant to the Merger Agreement, all of the shares of Fidelity
capital stock outstanding at the effective time of the Merger (other than
shares held by Fidelity as treasury stock) were to become and to be converted
into 32,708,333 shares of Common Stock.
Due to certain breaches by Mercury under the Merger Agreement, BKBC
delivered to Mercury a notice of default and termination under Section 8.01(d)
of the Merger Agreement on January 30, 1997. By letter to BKBC dated February
4, 1997 (and received by BKBC on February 5, 1997), Mercury confirmed and
agreed to the termination of the Merger Agreement pursuant to Section 8.01(d)
thereof effective as of January 30, 1997. Therefore, BKBC neither has any
interest in nor may be deemed to beneficially own any shares of Mercury's
Common Stock.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Except as set forth above, neither BKBC nor, to the best of BKBC's
knowledge, any of the individuals named in Schedule I hereto, owns any Common
Stock.
(c) Other than (i) the terminated Merger Agreement or (ii) transactions in
the ordinary course by BKBC's subsidiary banks as trustee for trusts
established by their customers that may have occurred during the past 60 days,
neither BKBC nor, to the best of BKBC's knowledge, any of the individuals named
in Schedule I hereto, has effected any transaction in the Common Stock during
the past 60 days.
(d) Other than as may be provided in the applicable instrument with
respect to each of the trusts described above, because the Merger has not been
and will not be consummated pursuant to the Merger Agreement, BKBC does not and
will not have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any shares of Common Stock.
(e) As of February 5, 1997, due to the termination of the Merger
Agreement, BKBC may no longer be deemed to beneficially own any shares
of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
N/A
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement
is true, complete, and correct.
BANK OF BOSTON CORPORATION
By: /s/ Michael R. Garfield
Michael R. Garfield
Assistant Clerk
Dated: February 13, 1997
<PAGE>
SCHEDULE I
Directors and Executive Officers
Bank of Boston Corporation
The name, business address, present principal occupation or employment,
and the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each of the directors
and executive officers of Bank of Boston Corporation ("BKBC") is set forth
below. If no business address is given, the director's or officer's address is
Bank of Boston Corporation, 100 Federal Street, Boston, Massachusetts 02110.
Directors
Wayne A. Budd, Senior Vice President
NYNEX Corp.
185 Franklin Street
Boston, Massachusetts 02107
John A. Cervieri Jr., Chairman and President
Property Capital Associates, Inc.
(real estate investment and consulting firm),
Managing Trustee, Property Capital Trust, and
Chairman of the Board
and Chief Executive Officer,
Americana Hotels and Realty Corporation
P.O. Box 554
Narragansett, Rhode Island 02882
William F. Connell, Chairman and Chief Executive Officer
Connell Limited Partnership
(metals recycling and manufacture of industrial products)
One International Place
Boston, Massachusetts 02110
Gary L. Countryman, Chairman and Chief Executive Officer
Liberty Mutual Insurance Company
175 Berkeley Street
Boston, Massachusetts 02117
William M. Crozier, Jr., Chairman of the Board of
Bank of Boston Corporation
<PAGE>
Alice F. Emerson, Senior Fellow
The Andrew W. Mellon Foundation
President Emerita of Wheaton College
140 East 62nd Street
New York, New York 10021
Charles K. Gifford, Chief Executive Officer
Bank of Boston Corporation
Thomas J. May, Chairman and Chief Executive Officer
Boston Edison Company
800 Boylston Street
Boston, Massachusetts 02199
Donald F. McHenry
University Research Professor of Diplomacy
School of Foreign Services and International
Relations
Georgetown University, Room 301
Washington, DC 20057
Henrique de Campos Meirelles, President and Chief
Operating Officer
Bank of Boston Corporation
Paul C. O'Brien
President of The O'Brien Group, Inc.
(consulting services in community relations and
external affairs)
Two International Place, 23rd Floor
Boston, Massachusetts 02110
Thomas R. Piper, Lawrence E. Fouraker Professor of Business
Administration, Harvard University,
Graduate School of Business Administration
Morgan Hall-469
Soldiers Field Road
Boston, Massachusetts 02163
John W. Rowe
President and Chief Executive Officer
New England Electric System
25 Research Drive
Westborough, Massachusetts 01582
<PAGE>
Richard A. Smith, Chairman of the Board
Hartcourt General Inc.
(international and domestic publishing and
executive outplacement)
and The Neiman-Marcus Group, Inc.(retail
specialty stores);
Chairman and Chief Executive Officer of GC Companies Inc.
(exhibition of motion pictures)
27 Boylston Street
Chestnut Hill, Massachusetts 02167
Glenn P. Strehle, Vice President for Finance and
Treasurer
Massachusetts Institute of Technology
Building 4, Room 10
77 Massachusetts Avenue
Cambridge, Massachusetts 02139
William C. Van Faasen, President and Chief
Executive Officer of Blue Cross and Blue Shield of
Massachusetts, Inc.
(non-profit health services company)
100 Summer Street, 01-31
Boston, MA 02110
Thomas B. Wheeler, Chairman and Chief Executive Officer
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 02111
Alfred M. Zeien, Chairman of the Board and Chief
Executive Officer
The Gillette Company (manufacturer of consumer products)
Prudential Tower Building
Boston, Massachusetts 02199
Executive Officers
Guilliaem Aertsen IV
Melville E. Blake III
Robert L. Champion, Jr.
Barbara F. Clark
Edward P. Collins
<PAGE>
Carlos Craide
William M. Crozier, Jr.
Helen G. Drinan
Robert E. Gallery
Charles K. Gifford
Paul F. Hogan
Thomas J. Hollister
Ali Inanilan
Ira A. Jackson
Robert T. Jefferson
John A. Kahwaty
Lindsey C. Lawrence
Michael R. Lezenski
Mark A. MacLennan
Peter J. Manning
John L. Mastromarino
Kathleen M. McGillycuddy
David K. McKown
Henrique de Campos Meirelles
Joanne E. Nuzzo
Richard A. Remis
Manuel R. Sacerdote
William J. Shea
<PAGE>
Gary A. Spiess
Susannah M. Swihart
Eliot N. Vestner
Bradford H. Warner
