SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
BGS Systems, Inc.
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Name of Issuer
Class A Common
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(Title of class of securities)
055442107
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Cusip Number
Check the following box if a fee is being paid with this statement |_| (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described on Item 1; and, (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class).
(See Rule 13-d 7.)
*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 the
disclosures provided in a prior cover page.
The information required in 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])
Page 1 of 4 pages
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CUSIP NO. 055442107 13G Page 2 of 4 pages
Name of Reporting Person
1. Social security or IRS Identification No. of above person
Fleet Financial Group, Inc.
05-0341324
2. Check the appropriate box if a member of a group*
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship of place of organization
One Federal Street, Boston, Massachusetts 02110
5. Sole Voting Power
Number 264,650
of Shares
Beneficially 6. Shared Voting Power
Owned by 0
Each
Reporting 7. Sole Dispositive Power
Person 328,650
with
8. Shared Dispositive Power
1,000
9. Aggregate amount beneficially owned by each reporting person
329,650
10. Check box if the aggregate amount in row (9) excludes certain shares*
11. Percent of class represented by amount in row (9).
5.13%
12. Type of reporting person*
Holding company
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Page 3 of 4 pages
Item 1(a) Name of Issuer: BGS Systems, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
One First Avenue, Waltham, MA 02254-9111
Item 2(a) Name of Person Filing: Fleet Financial Group, Inc.
Item 2(b) Address of Principal Business Office, or if none, Residence:
One Federal Street, Boston, Massachusetts 02110
Item 2(c) Citizenship: Massachusetts
Item 2(d) Title or Class of Securities: Common
Item 2(e) CUSIP Number: 055442107
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) ( ) Broker or Dealer registered under Section 15 of the Act
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act
(e) ( ) Investment Adviser registered under Section 203 of the Investment
Company Act
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment or Endowment Fund; see 240.13d-1(b)(1)(ii)(F)
(g) (X) Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) ( ) Group, in accordance with 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount beneficially owned: 329,650
(b) Percent of Class: 5.13%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 264,650
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 328,650
(iv) Shared power to dispose or to direct the disposition of: 1,000
<PAGE>
Page 4 of 4 pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof, the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ( ).
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security being reported on by the Parent Holding
Company.
Exhibit A attached.
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.
Signature After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date February 13, 1998
Signature /s/ Gunnar S. Overstrom
Name/Title Gunnar S. Overstrom, Vice Chairman
Fleet Financial Group
<PAGE>
BGS SYSTEMS, INC.
EXHIBIT A
SUBSIDIARY ACQUIRING SECURITIES CLASSIFICATION
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Fleet Investment Advisors Bank
Fleet Trust & Investment Services Company Bank
Fleet National Bank Bank
