<PAGE>
As filed with the Securities and Exchange Commission on March 28, 1997
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 DIRECTOR STOCK OPTION PLAN
BANK OF BOSTON CORPORATION DIRECTOR RETIREMENT
BENEFITS EXCHANGE PROGRAM
(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)
-------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE REGISTRATION FEE
TO BE REGISTERED REGISTERED UNIT (1) OFFERING PRICE (1) (1)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 120,000 shares $71.875 $8,625,000.00 $2,613.64
$1.50 per share (2)
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
(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 March 26, 1997, 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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Bank of Boston Corporation (the "Corporation") hereby incorporates by
reference into this registration statement the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):
a. The Corporation's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
b. All other reports filed by the Corporation pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered
by the annual report referred to in (a) above;
c. The description of the Corporation's common stock (the "Common
Stock") contained in the Corporation's registration statement filed
under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description; and
d. The description of the Corporation's Preferred Stock Purchase Rights
contained in the Corporation's registration statement on Form 8-A
dated July 2, 1990, including any amendment or report filed for the
purpose of updating such description.
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
March 1, 1997, Mr. Spiess had a direct or indirect interest in 28,077 shares
of Common Stock and had options to purchase an additional 68,083 shares, of
which options to purchase 51,287 shares will be exercisable within 60 days
after March 1, 1997.
- 2 -
<PAGE>
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.
- 3 -
<PAGE>
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.
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 bonafide 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.
- 4 -
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the provisions described in Item 6, or otherwise, the
Corporation has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Corporation of expenses incurred or paid by a director, officer or
controlling person of the Corporation in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Corporation will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
- 5 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on the 28th day of March, 1997.
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
- --------- ----- ----
CHIEF EXECUTIVE
OFFICER AND AND
/s/ CHARLES K. GIFFORD* DIRECTOR (CHIEF MARCH 28, 1997
- --------------------------------- EXECUTIVE OFFICER)
(CHARLES K. GIFFORD)
/s/ WILLIAM M. CROZIER, JR.* CHAIRMAN OF THE
- --------------------------------- BOARD OF DIRECTORS
(WILLIAM M. CROZIER, JR.) AND DIRECTORS MARCH 28, 1997
PRESIDENT AND CHIEF
/s/ HENRIQUE DE CAMPOS MEIRELLES* OPERATING OFFICER MARCH 28, 1997
- --------------------------------- AND DIRECTOR
(HENRIQUE DE CAMPOS MEIRELLES)
VICE CHAIRMAN,
/s/ WILLIAM J. SHEA* CHIEF FINANCIAL MARCH 28, 1997
- --------------------------------- OFFICER AND
(WILLIAM J. SHEA) TREASURER (CHIEF
FINANCIAL OFFICER)
/s/ ROBERT T. JEFFERSON* COMPTROLLER (CHIEF MARCH 28, 1997
- --------------------------------- ACCOUNTING OFFICER)
(ROBERT T. JEFFERSON)
- 6 -
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ WAYNE A. BUDD*
- --------------------------------- DIRECTOR MARCH 28, 1997
(WAYNE A. BUDD)
/s/ JOHN A. CERVIERI JR.*
- --------------------------------- DIRECTOR MARCH 28, 1997
(JOHN A. CERVIERI JR.)
/s/ WILLIAM F. CONNELL*
- --------------------------------- DIRECTOR MARCH 28, 1997
(WILLIAM F. CONNELL)
/s/ GARY L. COUNTRYMAN*
- --------------------------------- DIRECTOR MARCH 28, 1997
(GARY L. COUNTRYMAN)
/s/ ALICE F. EMERSON*
- --------------------------------- DIRECTOR MARCH 28, 1997
(ALICE F. EMERSON)
/s/ THOMAS J. MAY*
- --------------------------------- DIRECTOR MARCH 28, 1997
(THOMAS J. MAY)
/s/ DONALD F. MCHENRY*
- --------------------------------- DIRECTOR MARCH 28, 1997
(DONALD F. MCHENRY)
/s/ PAUL C. O'BRIEN*
- --------------------------------- DIRECTOR MARCH 28, 1997
(PAUL C. O'BRIEN)
/s/ THOMAS R. PIPER*
- --------------------------------- DIRECTOR MARCH 28, 1997
(THOMAS R. PIPER)
/s/ JOHN W. ROWE*
- --------------------------------- DIRECTOR MARCH 28, 1997
(JOHN W. ROWE)
/s/ RICHARD A. SMITH*
- --------------------------------- DIRECTOR MARCH 28, 1997
(RICHARD A. SMITH)
/s/ GLENN P. STREHLE*
- --------------------------------- DIRECTOR MARCH 28, 1997
(GLEN P. STREHLE)
/s/ WILLIAM C. VAN FAASEN*
- --------------------------------- DIRECTOR MARCH 28, 1997
(WILLIAM C. VAN FAASEN)
- --------------------------------- DIRECTOR MARCH , 1997
(THOMAS B. WHEELER)
/s/ ALFRED M. ZEIEN*
- --------------------------------- DIRECTOR MARCH 28, 1997
(ALFRED M. ZEIEN)
*By: /s/ GARY A. SPIESS
- ---------------------------------
(GARY A. SPIESS, ATTORNEY-IN-FACT)
- 7 -
<PAGE>
EXHIBIT 5
March 28, 1997
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 DIRECTOR
STOCK OPTION PLAN AND THE BANK OF BOSTON CORPORATION
DIRECTOR RETIREMENT BENEFITS EXCHANGE PROGRAM
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 an aggregate of 120,000
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 Director Stock Option Plan
and the Bank of Boston Corporation Director Retirement Benefits Exchange
Program (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>
Bank of Boston Corporation - 2 - March 28, 1997
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration
Statement under the caption "Interests of Named Experts and Counsel."
Very truly yours,
/s/ GARY A. SPIESS
Gary A. Spiess
General Counsel
<PAGE>
EXHIBIT 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 16, 1997 on our audits of
the consolidated financial statements of Bank of Boston Corporation and
Subsidiaries as of December 31, 1996 and 1995, and for each of the three
years in the period ended December 31, 1996, included in the Corporation's
1996 Annual Report to Stockholders and in Exhibit 13 to the Corporation's
1996 Annual Report on Form 10-K.
The consolidated financial statements of BayBanks, Inc., as of December
31, 1995 and for the years ended December 31, 1995 and 1994, prior to the
restatement for the 1996 pooling of interests, included in the 1995 and 1994
restated consolidated financial statements were audited by other auditors
whose reports expressed unqualified opinions on those financial statements.
We audited the combination of the accompanying consolidated balance sheet as
of December 31, 1995, and the consolidated statements of income, changes in
stockholders' equity and cash flows for the years ended December 31, 1995 and
1994, after restatement for the 1996 pooling of interests; in our opinion,
such consolidated financial statements have been properly combined on the
basis described in Note 2 to the financial statements.
/s/ Coopers & Lybrand, L.L.P.
Boston, Massachusetts
March 27, 1997
<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, 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 Director Retirement
Benefits Exchange Program and the Corporation's Director 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
- --------- ----- ----
CHIEF EXECUTIVE
OFFICER AND AND
/s/ CHARLES K. GIFFORD DIRECTOR (CHIEF MARCH 28, 1997
- --------------------------------- EXECUTIVE OFFICER)
(CHARLES K. GIFFORD)
/s/ WILLIAM M. CROZIER, JR. CHAIRMAN OF THE
- --------------------------------- BOARD OF DIRECTORS
(WILLIAM M. CROZIER, JR.) AND DIRECTORS MARCH 28 , 1997
PRESIDENT AND CHIEF
/s/ HENRIQUE DE CAMPOS MEIRELLES OPERATING OFFICER MARCH 28, 1997
- --------------------------------- AND DIRECTOR
(HENRIQUE DE CAMPOS MEIRELLES)
VICE CHAIRMAN,
/s/ WILLIAM J. SHEA CHIEF FINANCIAL MARCH 28, 1997
- --------------------------------- OFFICER AND
(WILLIAM J. SHEA) TREASURER (CHIEF
FINANCIAL OFFICER)
/s/ ROBERT T. JEFFERSON COMPTROLLER (CHIEF MARCH 28, 1997
- --------------------------------- ACCOUNTING OFFICER)
(ROBERT T. JEFFERSON)
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ WAYNE A. BUDD
- --------------------------------- DIRECTOR MARCH 28, 1997
(WAYNE A. BUDD)
/s/ JOHN A. CERVIERI JR.
- --------------------------------- DIRECTOR MARCH 28, 1997
(JOHN A. CERVIERI JR.)
/s/ WILLIAM F. CONNELL
- --------------------------------- DIRECTOR MARCH 28, 1997
(WILLIAM F. CONNELL)
/s/ GARY L. COUNTRYMAN
- --------------------------------- DIRECTOR MARCH 28, 1997
(GARY L. COUNTRYMAN)
/s/ ALICE F. EMERSON
- --------------------------------- DIRECTOR MARCH 28, 1997
(ALICE F. EMERSON)
/s/ THOMAS J. MAY
- --------------------------------- DIRECTOR MARCH 28, 1997
(THOMAS J. MAY)
/s/ DONALD F. MCHENRY
- --------------------------------- DIRECTOR MARCH 28, 1997
(DONALD F. MCHENRY)
/s/ PAUL C. O'BRIEN
- --------------------------------- DIRECTOR MARCH 28, 1997
(PAUL C. O'BRIEN)
/s/ THOMAS R. PIPER
- --------------------------------- DIRECTOR MARCH 28, 1997
(THOMAS R. PIPER)
/s/ JOHN W. ROWE
- --------------------------------- DIRECTOR MARCH 28, 1997
(JOHN W. ROWE)
/s/ RICHARD A. SMITH
- --------------------------------- DIRECTOR MARCH 28, 1997
(RICHARD A. SMITH)
/s/ GLENN P. STREHLE
- --------------------------------- DIRECTOR MARCH 28, 1997
(GLEN P. STREHLE)
/s/ WILLIAM C. VAN FAASEN
- --------------------------------- DIRECTOR MARCH 28, 1997
(WILLIAM C. VAN FAASEN)
- --------------------------------- DIRECTOR MARCH , 1997
(THOMAS B. WHEELER)
/s/ ALFRED M. ZEIEN
- --------------------------------- DIRECTOR MARCH 28, 1997
(ALFRED M. ZEIEN)
