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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
BankBoston Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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[BANKBOSTON LOGO]
BANKBOSTON CORPORATION
SUPPLEMENT TO PROXY STATEMENT FOR
1998 ANNUAL MEETING OF STOCKHOLDERS
March 31, 1998
To our Common Stockholders:
In connection with the Annual Meeting of Stockholders of BankBoston
Corporation (the "Corporation"), which is scheduled for Thursday April 23, 1998,
a copy of the Corporation's Notice of Annual Meeting and Proxy Statement dated
March 16, 1998 has been forwarded to you. Due to an inadvertent error, a
stockholder proposal ("Stockholder Proposal B") was omitted from the Proxy
materials. Stockholder Proposal B and the Corporation's response thereto are set
forth in full below. This information supplements and amends the Notice of
Annual Meeting and Proxy Statement.
Information with respect to the vote required for approval, the method for
counting votes, including the treatment and effect of abstentions and broker
non-votes, and the procedure for revoking a proxy are set forth in the Proxy
Statement on pages 1 and 2 under the heading "Voting Information." The term
"Stockholder Proposal," as used on pages 1 and 2 of the Proxy Statement and in
the Notice of Annual Meeting should be read to include Stockholder Proposals A
and B.
Please complete, sign and date the enclosed form of proxy with respect to
this proposal and return it promptly in the enclosed envelope which requires no
postage if mailed within the United States. If you have not already done so,
please also complete, sign, date and return the form of proxy previously
provided to you with respect to the other items set forth in the Proxy
Statement.
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STOCKHOLDER PROPOSAL B
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Ave., N.W.,
Suite 215, Washington, D.C. 20037, who holds of record 300 shares of the
Corporation's Common Stock, has informed the Corporation that she intends to
introduce the following proposal for action at the Corporation's Annual
Stockholders' Meeting:
RESOLVED: That the stockholders of BankBoston Corporation, assembled in
Annual Meeting in person and by proxy, hereby recommend that the Corporation
affirm its political non-partisanship. To this end the following practices are
to be avoided:
(a) The handing of contribution cards of a single political party to
an employee by a supervisor.
(b) Requesting an employee to send a political contribution to an
individual in the Corporation for a subsequent delivery as part of
a group of contributions to a political party or fund raising
committee.
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(c) Requesting an employee to issue personal checks blank as to payee
for subsequent forwarding to a political party, committee or
candidate.
(d) Using supervisory meetings to announce that contribution cards of
one party are available and that anyone desiring cards of a
different party will be supplied one on request to his supervisor.
(e) Placing a preponderance of contribution cards of one party at mail
station locations.
The statement submitted in support of this Stockholder Proposal is as
follows:
The Corporation must deal with a great number of governmental units,
commissions and agencies. It should maintain scrupulous political neutrality to
avoid embarrassing entanglements detrimental to its business. Above all, it must
avoid the appearance of coercion in encouraging its employees to make political
contributions against their personal inclinations. The Troy (Ohio) News has
condemned partisan solicitation for political purposes by managers in a local
company (not BankBoston Corporation). And if the Corporation did not engage in
any of the above practices, to disclose this to ALL shareholders in each
quarterly report. Last year the owners of shares, representing approximately
8.3% of shares voting, voted FOR this resolution.
If you AGREE, please mark your proxy FOR this proposal.
THE CORPORATION'S BOARD RECOMMENDS A VOTE AGAINST STOCKHOLDER PROPOSAL B.
At the 1996 and 1997 Annual Meetings of Stockholders, the Corporation's
stockholders rejected this proposal. The Corporation continues to believe that
the adoption of this proposal would not serve the best interests of the
Corporation or its stockholders. The Corporation is required to comply with
numerous federal and state laws and regulations governing political activity.
The Corporation encourages its employees to participate in civic and political
activities. In addition, as authorized by federal law, the Corporation sponsors
several employee-funded political action committees. Through these committees,
employees may make voluntary contributions that support candidates and public
officials with particular views on proposed legislation and on other issues
affecting the financial services industry or the communities served by the
Corporation and its subsidiaries. The Corporation, consistent with its legal
obligations and its internal policies, follows procedures to ensure that
contributions from employees are entirely voluntary. The Corporation strongly
believes that its policies, in conjunction with federal and state regulations,
adequately address the issues raised by this proposal.
FOR THE FOREGOING REASONS, THE CORPORATION'S BOARD RECOMMENDS A VOTE
AGAINST STOCKHOLDER PROPOSAL B.
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DETACH HERE
PROXY
BANKBOSTON CORPORATION
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS
OF BANKBOSTON CORPORATION
The undersigned hereby acknowledges receipt of the Notice and Proxy
Statement dated March 16, 1998 and the Supplement to the Proxy Statement dated
March 31, 1998, in connection with the Annual Meeting to be held at 10:30 a.m.
on April 23, 1998 in the Auditorium of The Federal Reserve Bank of Boston, and
hereby appoints Helene R. Cahners-Kaplan, Frank L. Farwell and J. Donald Monan,
and each of them (with full power to act alone), the attorneys and proxies of
the undersigned, with power of substitution to each, to vote all shares of the
Common stock of BANKBOSTON CORPORATION registered in the name provided herein
which the undersigned is entitled to vote at the 1998 Annual Meeting of
Stockholders with respect to Stockholder Proposal B as set forth in said
Supplement to the Proxy Statement, and at any adjournment or adjournments
thereof, with all the powers the undersigned would have if personally present.
Said proxies are, and each of them is, instructed to vote or act as follows on
Stockholder Proposal B. This Proxy revokes any previous proxies relating to
these shares with respect to Stockholder Proposal B. This proxy does not revoke
any previous proxies relating to these shares with respect to the other matters
set forth in the Proxy Statement.
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED AGAINST
STOCKHOLDER PROPOSAL B.
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SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
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DETACH HERE
PLEASE MARK
[X] VOTE AS IN
THIS EXAMPLE.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST STOCKHOLDER PROPOSAL B.
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FOR AGAINST ABSTAIN
Stockholder Proposal B regarding political activities [ ] [ ] [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as attorney,
executor administrator, trustee or guardian, please
give full title as such.
Signature:______________________ Date: _______ Signature:_________________ Date: _________
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