BANK OF BOSTON CORP
424B3, 1997-08-25
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
Pricing Supplement No. 33 dated August 18, 1997       Registration No. 33-52571
(To Prospectus Supplement dated December 16, 1994            Rule 424(b)(3)
   and Prospectus dated March 18, 1994)

                             BANKBOSTON CORPORATION
                 (formerly known as Bank of Boston Corporation)


                                MEDIUM-TERM NOTES
                   DUE NINE MONTHS OR MORE FROM DATE OF ISSUE

                              --------------------

     Except as set forth herein, the Senior Notes offered hereby are "Floating
Rate Notes" and have such terms as are described in the accompanying Prospectus
Supplement dated December 16, 1994, relating to Floating Rate Notes. This
Pricing Supplement relates to $100,000,000 aggregate principal amount of Senior
Notes that are being purchased, as principal, by Lehman Brothers Inc. ("Lehman")
for resale to one or more investors at varying prices determined by Lehman. Net
proceeds payable by Lehman to BankBoston Corporation (the "Corporation") will be
100% of the aggregate principal amount of the Senior Notes, or $100,000,000,
before deduction of expenses payable by the Corporation.

DTC CUSIP #: 06420MBD1

Principal Amount:  $100,000,000

Issue Date (Settlement Date):  August 21, 1997

Stated Maturity Date:  August 21, 1998

Issue Price:  100% of Principal Amount

Interest Rate(s)
  (Fixed Rate Notes):  N/A

Initial Interest Rate
  (Floating Rate Notes):  5.64875%

Interest Payment Dates:   [ ] June 15 and December 15 of each year.
                          [x] Other:
                          11-21-1997    2-23-1998     5-21-1998      8-21-1998

Record Dates:             [X] Fifteenth calendar day (whether or not a Business 
                          Day) next preceding each Interest Payment Date.



<PAGE>   2


                                      -2-


Interest Rate Basis                  [ ] CMT Rate
        (Floating Rate Notes):       [ ] Commercial Paper Rate
                                     [ ] Eleventh District
                                     [ ] Cost of Funds Rate 
                                     [ ] Federal Funds Rate 
                                     [X] LIBOR Telerate 
                                     [ ] LIBOR Reuters
                                     [ ] Prime Rate 
                                     [ ] Treasury Rate 
                                     [ ] Other:
                                     
Interest Calculation                 
        (Floating Rate Notes):       [X] Regular Floating Rate Note
                                     [ ] Floating Rate/Fixed Rate Note
                                         Fixed Rate Commencement Date:
                                         Fixed Interest Rate:
                                     [ ] Inverse Floating Rate Note
                                         Fixed Interest Rate:

Index Maturity
  (Floating Rate Notes):  3 Month LIBOR

Index Currency
(LIBOR Notes):  U.S. Dollar

Designated LIBOR Page
  (LIBOR Notes):  Telerate 3750

Designated CMT Telerate
Page (CMT Rate Notes):  N/A

Designated CMT Maturity
Index (CMT Rate Notes):  N/A

Prime Rate Notes
(Floating Rate Notes): N/A

Spread (Plus or Minus)
  (Floating Rate Notes): Minus .07%

Spread Multiplier
  (Floating Rate Notes):  N/A

Interest Rate Formula
  (Floating Rate Notes):                            3 Month LIBOR - .07%



<PAGE>   3

                                      -3-

Interest Reset Dates
   (Floating Rate Notes): Quarterly, same as Interest Payment Dates

Interest Determination Dates
   (Floating Rate Notes): 2 London Business Days prior to Reset Dates

Calculation Agent (if other
   than the Bank)
   (Floating Rate Notes):  N/A

Minimum Interest Rate
   (Floating Rate Notes):  N/A

Maximum Interest Rate
   (Floating Rate Notes):   N/A

Redemption Date(s):  N/A

Initial Redemption Percentage:  N/A
Annual Redemption
   Percentage Reduction:  N/A

Holder's Optional
   Repayment Date(s):  N/A

Day Count Convention
   (Floating Rate Notes):    [ ] 30/360 for the period from _____________ to
                                 _____________.
                             [X] Actual/360 for the period from August 21,
                                 1997 to August 21, 1998.

Original Issue
        Discount Note:       [ ] Yes
                             [X] No

Total Amount of OID:  N/A

Yield to Maturity:  N/A

Interest Accrual
   Period:  N/A

Default Rate:  N/A

Other Provisions: Terms used but not defined in this Pricing Supplement shall
have the meanings specified in the above-referenced Prospectus Supplement.



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