<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission file number: 1-6522
BANKBOSTON 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)
Registrant's telephone number, including area code: (6l7) 434-2200
Securities registered pursuant to Section 12(b) of the Act:
-------------------------------------
Title of each class
-------------
Common Stock, par value $1.00 per share
Preferred Stock Purchase Rights
Name of each exchange on which registered:
---------------------------
Each class is registered on the New York Stock Exchange and the Boston Stock
Exchange
Securities registered pursuant to Section 12(g) of the Act: None
-------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S) 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
Aggregate market value of shares of common Number of shares of common
stock held by non-affiliates of stock outstanding as of
Registrant as of March 1, 1999 March 1, 1999
------------------------------ -------------
$12,027,433,486 296,482,247
Documents Incorporated by Reference:
- -----------------------------------
1. Pertinent extracts from Registrant's 1998 Annual Report to Stockholders
(Parts I, II and IV).
2. Pertinent extracts from Registrant's Proxy Statement in connection with the
Registrant's 1999 Annual Meeting of Stockholders (Part III).
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)(1) The financial statements required in response to this Item are
incorporated by reference from Item 8 of this Report.
(a)(2) Financial statement schedules have been omitted because the information
is either not required, not applicable, or is included in the financial
statements or notes thereto.
(a)(3) Exhibits
++3(a) - Restated Articles of Organization of the Corporation, effective
as of November 18, 1998.
3(b) - By-Laws of the Corporation, as amended through January 1, 1998,
incorporated herein by reference to Exhibit 3(b) to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1997 (File No. 1-6522).
4(a) - There are no agreements with respect to the long-term debt of the
Corporation authorizing the issuance of securities in an amount
exceeding 10% of the total assets of the Corporation and its
subsidiaries on a consolidated basis. The Corporation agrees to
furnish a copy of any agreement defining the rights of the holders
of the Corporation's long-term debt to the Securities and Exchange
Commission upon request.
4(b) - Rights Agreement, as amended through December 12, 1995, between the
Corporation and the Bank, as Rights Agent, and the description of
the Rights, incorporated herein by reference to the Corporation's
registration statement on Form 8-A relating to the Rights, Exhibit 1
to such registration statement and Exhibit 4(g) to the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1995
(File No. 1-6522).
4(c) - Renewed Rights Agreement, dated as of December 17, 1998, between the
Corporation and the Bank, as Rights Agent, incorporated herein by
reference to Exhibit 4 to the Corporation's Current Report on Form
8-K dated December 17, 1998 (File No. 1-6522).
10(a) - BankBoston Corporation 1982 Stock Option Plan, as amended through
October 23, 1997, incorporated herein by reference to Exhibit 10(a)
to the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-6522).*
- -----------------------------------------------
++ Indicates that the exhibit was previously filed with the Form 10-K and is not
being filed with this Form 10-K/A.
* Indicates that document is a management contract or compensatory plan or
arrangement that is required to be filed as an exhibit to the 10-K Report
pursuant to Item 14(c) of Form 10-K.
2
<PAGE>
(a)(3) Exhibits (cont'd)
10(b) - BankBoston Corporation 1986 Stock Option Plan, as amended through
October 23, 1997, incorporated herein by reference to Exhibit 10(b)
to the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-6522).*
10(c) - BankBoston Corporation 1991 Long-Term Stock Incentive Plan, as
amended through October 23, 1997, incorporated herein by reference
to Exhibit 10(c) to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1997 (File No. 1-6522).*
++10(d) - BankBoston Corporation 1996 Long-Term Incentive Plan, as amended
through June 25, 1998.*
++10(e) - BankBoston Corporation and its Subsidiaries Performance
Recognition Opportunity Plan, as amended effective June 9, 1998.*
10(f) - BankBoston Corporation Executive Deferred Compensation Plan, as
amended, effective June 23, 1994, incorporated herein by reference
to Exhibit 10(d) to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994 (File No. 1-6522).*
10(g) - BankBoston, N.A. Bonus Supplemental Employee Retirement Plan, as
amended through June 23, 1994, incorporated herein by reference to
Exhibit 10(e) to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994 (File No. 1-6522).*
10(h) - Description of the Corporation's Supplemental Life Insurance Plan,
incorporated herein by reference to Exhibit 10(h) to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1988 (File No. 1-6522).*
10(i) - BankBoston, N.A. Excess Benefit Supplemental Employee Retirement
Plan, as amended, effective June 23, 1994, incorporated herein by
reference to Exhibit 10(g) to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1994 (File No. 1-6522).*
++10(j) - BankBoston Corporation Relocation Policy, as amended effective
January 1, 1999.*
- -----------------------------------------------
++ Indicates that the exhibit was previously filed with the Form 10-K and is not
being filed with this Form 10-K/A.
* Indicates that document is a management contract or compensatory plan or
arrangement that is required to be filed as an exhibit to the 10-K Report
pursuant to Item 14(c) of Form 10-K.
3
<PAGE>
(a)(3) Exhibits (cont'd)
10(k) - Description of the Corporation's Supplemental Long-Term Disability
Plan, effective as of February 10, 1994, incorporated herein by
reference to Exhibit 10(l) to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1993 (File No. 1-6522).*
++10(l) - BankBoston Corporation's Director Stock Award Plan, as amended
effective July 1, 1998.*
++10(m) - Form of Severance Agreement for members of the Office of the
Chief Executive Officer and certain other officers.*
++10(n) - Form of Severance Agreement for other officers.*
10(o) - BankBoston Corporation Directors Deferred Compensation Plan,
effective March 28, 1991, incorporated herein by reference to
Exhibit 10(q) to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994 (File No. 1-6522).*
10(p) - BankBoston, N.A. Directors Deferred Compensation Plan, effective
March 28, 1991, incorporated herein by reference to Exhibit 10(r) to
the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 1-6522).*
10(q) - BankBoston Corporation 1997 Stock Option Plan for Non-Employee
Directors, effective as of April 1, 1997, incorporated herein by
reference to Exhibit 10(q) to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1997 (File No. 1-6522).*
10(r) - Description of the Corporation's Director Retirement Benefits
Exchange Program, incorporated herein by reference to Exhibit 10(r)
to the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-6522).*
10(s) - 1988 Stock Option Plan for Key Employees of BayBanks, Inc., and
Affiliates, as amended through October 23, 1987, incorporated herein
by reference to Exhibit 10.2 to BayBanks' Quarterly Report on Form
10-Q for the quarter ended September 30, 1994 (File No. 0-959) and
Exhibit 10(u) to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1997 (File No. 1-6522).*
- -----------------------------------------------
++ Indicates that the exhibit was previously filed with the Form 10-K and is
not being filed with this Form 10-K/A.
* Indicates that document is a management contract or compensatory plan or
arrangement that is required to be filed as an exhibit to the 10-K Report
pursuant to Item 14(c) of Form 10-K.
4
<PAGE>
(a)(3) Exhibits (cont'd)
10(t) - BayBanks Supplemental Executive Retirement Plan, as amended through
November 27, 1996, incorporated herein by reference to Exhibit 19.6
to BayBanks' Quarterly Report on Form 10-Q for the quarter ended
June 30, 1991, Exhibit 10.8 to BayBanks' Annual Report on Form 10-K
for the year ended December 31, 1991, Exhibit 10.2 to BayBanks'
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994
and Exhibit 10.8 to BayBanks' Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994 (File No. 0-959) and to Exhibits
10(y) and 10(z) to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996 (File No. 1-6522).*
10(u) - BayBanks Profit Sharing Excess Benefit Plan, as amended,
incorporated herein by reference to Exhibit 10.1 to BayBanks'
Quarterly Report on Form 10-Q for the quarter ended March 31, 1993
and Exhibit 10.1 to BayBanks' Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994 (File No. 0-959).*
10(v) - BayBanks Deferred Payment Plans Trust Agreement, as amended through
October 27, 1994, incorporated herein by reference to Exhibit 19 to
BayBanks' Quarterly Report on Form 10-Q for the quarter ended June
30, 1992 and Exhibit 10.10 to BayBanks' Quarterly Report on Form
10-Q for the quarter ended September 30, 1994 (File No. 0-959).*
10(w) - Consulting Agreement, dated as of December 30, 1997, between the
Corporation and William M. Crozier, Jr., incorporated herein by
reference to Exhibit 10(aa) to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1997 (File No. 1-6522).*
10(x) - Letter Agreement, dated as of August 15, 1997, between the
Corporation and Henrique de Campos Meirelles, incorporated herein by
reference to Exhibit 10(bb) to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1997 (File No. 1-6522).*
10(y) - Lease, as amended through October 1, 1997, between BankBoston, N.A.
and Equitable Federal Street Realty Company Limited Partnership,
incorporated herein by reference to Exhibit 10(l) to the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1991, to Exhibits 10(gg), 10(hh), 10(ii), 10(jj) and 10(kk) to
the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996, and to Exhibits 10(cc), 10(dd), 10(ee), 10(ff)
and 10(gg) to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1997 (File No. 1-6522).
- -----------------------------------------------
* Indicates that document is a management contract or compensatory plan or
arrangement that is required to be filed as an exhibit to the 10-K Report
pursuant to Item 14(c) of Form 10-K.
5
<PAGE>
(a)(3) Exhibits (cont'd)
++12(a) - Computation of the Corporation's Consolidated Ratio of Earnings
to Fixed Charges (excluding interest on deposits).
++12(b) - Computation of the Corporation's Consolidated Ratio of Earnings
to Fixed Charges (including interest on deposits).
++13(a) - Pages 21 through 58 and 60 through 89 of the Corporation's 1998
Annual Report to Stockholders.
13(b) - Corrected Page 60 of the Corporation's 1998 Annual Report to
Stockholders.
++21 - List of subsidiaries of BankBoston Corporation.
++23 - Consent of Independent Accountants.
++24 - Power of attorney of certain officers and directors.
++27 - Financial Data Schedule
99 - Notice of Annual Meeting and Proxy Statement for the Annual Meeting
of the Corporation's Stockholders held April 22, 1999, incorporated
herein by reference to the Corporation's filing under Regulation 14A
of the Exchange Act (File No. 1-6522).
(b) - During the fourth quarter of 1998, the Corporation filed two Current
Reports on Form 8-K. The current reports, dated October 15, 1998 and
December 17, 1998, each contained information pursuant to items 5
and 7 of Form 8-K. The Corporation also filed two Current Reports on
Form 8-K, dated January 21, 1999 and February 3, 1999, each of which
contained information pursuant to items 5 and 7 of Form 8-K.
- -----------------------------------------------
++ Indicates that the exhibit was previously filed with the Form 10-K and is not
being filed with this Form 10-K/A.
* Indicates that document is a management contract or compensatory plan or
arrangement that is required to be filed as an exhibit to the 10-K Report
pursuant to Item 14(c) of Form 10-K.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment on
Form 10-K/A to the Annual Report on Form 10-K for the year ended December 31,
1998 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and the Commonwealth of Massachusetts, on the 22nd day of
June, 1999.
BANKBOSTON CORPORATION
By: /s/ Robert T. Jefferson
--------------------------
(Robert T. Jefferson)
(Comptroller)
(Chief Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment on Form 10-K/A to the Annual Report on Form 10-K for the year ended
December 31, 1998 has been signed by the following persons in the capacities and
on the dates listed below.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------ --------------------- --------------
<S> <C> <C>
/s/ CHARLES K. GIFFORD* Chairman and Chief June 22, 1999
- ----------------------- Executive Officer and
(Charles K. Gifford) Director (Chief
Executive Officer)
/s/ HENRIQUE DE CAMPOS MEIRELLES* President and Chief June 22, 1999
- --------------------------------- Operating Officer and
(Henrique de Campos Meirelles) Director
/s/ SUSANNAH M. SWIHART* Vice Chairman, Chief June 22, 1999
- --------------------------------- Financial Officer and
(Susannah M. Swihart) Treasurer (Chief
Financial Officer)
/s/ ROBERT T. JEFFERSON Comptroller June 22, 1999
- --------------------------------- (Chief Accounting
(Robert T. Jefferson) Officer)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------ --------------------- --------------
<S> <C> <C>
/s/ WAYNE A. BUDD* Director June 22, 1999
- ---------------------------------
(Wayne A. Budd)
Director June , 1999
- ---------------------------------
(Daniel P. Burnham)
/S/ WILLIAM F. CONNELL* Director June 22, 1999
- ---------------------------------
(William F. Connell)
/S/ GARY L. COUNTRYMAN* Director June 22, 1999
- ---------------------------------
(Gary L. Countryman)
/S/ ALICE F. EMERSON* Director June 22, 1999
- ---------------------------------
(Alice F. Emerson)
/S/ THOMAS J. MAY* Director June 22, 1999
- ---------------------------------
(Thomas J. May)
/S/ DONALD F. MCHENRY* Director June 22, 1999
- ---------------------------------
(Donald F. McHenry)
/S/ THOMAS R. PIPER* Director June 22, 1999
- ---------------------------------
(Thomas R. Piper)
/S/ FRANCENE S. RODGERS* Director June 22, 1999
- ---------------------------------
(Francene S. Rodgers)
/S/ JOHN W. ROWE* Director June 22, 1999
- ---------------------------------
(John W. Rowe)
/S/ GLENN P. STREHLE* Director June 22, 1999
- ---------------------------------
(Glenn P. Strehle)
/S/ WILLIAM C. VAN FAASEN* Director June 22, 1999
- ---------------------------------
(William C. Van Faasen)
/S/ THOMAS B. WHEELER* Director June 22, 1999
- ---------------------------------
(Thomas B. Wheeler)
/S/ ALFRED M. ZEIEN* Director June 22, 1999
- ---------------------------------
(Alfred M. Zeien)
*By: /s/ ROBERT T. JEFFERSON
------------------------
Attorney-in-fact
</TABLE>
II-2
<PAGE>
EXHIBIT 13(b)
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
[LOGO FOR PRICEWATERHOUSECOOPERS LETTERHEAD APPEARS HERE]
Report of Independent Accountants
To the Board of Directors and Stockholders of
BankBoston Corporation:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income and changes in common stockholders' equity
and of cash flows present fairly, in all material respects, the financial posi-
tion of BankBoston Corporation and its subsidiaries at December 31, 1998 and
1997, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles. These financial statements are the responsibil-
ity of the Company's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and dis-
closures in the financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall finan-
cial statement presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
January 21, 1999 /s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
60
