<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 (No Fee Required)
For the fiscal year ended December 31, 1997
OR
[_] Transition report pursuant to Section 15(d) of the SecuritiesExchange Act
of 1934 (No Fee Required)
For the transition period from _______________ to ______________
Commission file number: 1-11083
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
Boston Scientific Corporation
401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
Boston Scientific Corporation
One Boston Scientific Place
Natick, MA 01760-1537
<PAGE>
AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
BOSTON SCIENTIFIC CORPORATION
401(K) SAVINGS PLAN
YEARS ENDED DECEMBER 31, 1997 AND 1996
<PAGE>
BOSTON SCIENTIFIC CORPORATION 401(K) SAVINGS PLAN
AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1997 AND 1996
CONTENTS
Report of, Ernst & Young, LLP, Independent Auditors........................ 1
Audited Financial Statements
Statements of Net Assets Available for Plan Benefits....................... 2
Statements of Changes in Net Assets Available for Plan
Benefits with Fund Information........................................... 3-4
Notes to Financial Statements.............................................. 5-7
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes................. 8
Line 27d - Schedule of Reportable Transactions............................. 9-10
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
401(k) Plan Committee
Boston Scientific Corporation
401(k) Savings Plan
We have audited the accompanying statements of net assets available for plan
benefits of Boston Scientific Corporation 401(k) Savings Plan (the Plan) as of
December 31, 1997 and 1996, and the related statements of changes in net assets
available for plan benefits with fund information for the years then ended.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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 disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits at December
31, 1997 and 1996, and the changes in its net assets available for plan benefits
for the years then ended, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1997, and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The Fund Information in the
statements of changes in net assets available for plan benefits with fund
information is presented for the purpose of additional analysis rather than to
present the changes in net assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in our audit of the 1997 financial statements and, in our
opinion, are fairly stated in all material respects in relation to the financial
statements taken as a whole.
Ernst & Young LLP
Boston, Massachusetts
June 24, 1998
<PAGE>
Boston Scientific Corporation 401(k) Savings Plan
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
------------ ------------
<S> <C> <C>
Assets
Investments, at fair value
Registered investment companies:
Vanguard Bond Index Fund $ 334,948 --
Vanguard Index Trust 500 Portfolio 31,398,044 $17,071,554
Vanguard International Growth Portfolio 11,050,434 --
Vanguard U.S. Growth Portfolio 30,981,760 --
Vanguard Wellington Fund 9,394,773 --
Vanguard Windsor II Fund 1,135,188 --
Warburg Pincus Emerging Growth Fund 689,207 --
Fidelity Balanced Fund -- 5,640,802
Fidelity Magellan Fund -- 23,836,362
Scudder Global Fund -- 8,796,313
------------ -----------
84,984,354 55,345,031
BSC Stock Fund 34,502,333 25,103,676
Participants' notes receivable 5,762,196 3,325,994
------------ -----------
40,264,529 28,429,670
Investments, at contract value
Income Fund 13,897,195 11,126,664
Receivables:
Contributions receivable from participants 808,474 800,332
Contributions receivable from Plan Sponsor 182,580 481,507
------------ -----------
991,054 1,281,839
------------ -----------
Total assets 140,137,132 96,183,204
Liabilities:
Accrued expenses -- 91,991
------------ -----------
Total liabilities -- 91,991
------------ -----------
Net assets available for plan benefits $140,137,132 $96,091,213
============ ===========
</TABLE>
See accompanying notes.
<PAGE>
BOSTON SCIENTIFIC CORPORATION 401(K) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997
----------------------------------------------------------------
Fidelity Fidelity
Income Balanced Magellan
Total Fund Fund Fund
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividend income $ 4,982,647 $ 649,910 $ 144,460 $ 714,672
Contributions:
Contributions and rollovers from participants 39,295,971 5,774,770 1,745,612 4,703,934
Contributions from Plan Sponsor 4,386,070 407,810 119,340 460,377
----------------------------------------------------------------
43,682,041 6,182,580 1,864,952 5,164,311
----------------------------------------------------------------
Total additions 48,664,688 6,832,490 2,009,412 5,878,983
----------------------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 7,851,963 2,303,494 321,347 569,201
----------------------------------------------------------------
Net increase prior to loans, transfers and other activity 40,812,725 4,528,996 1,688,065 5,309,782
Loans, transfers and other activity, net - (1,758,465) (8,137,233) (32,611,427)
Net realized and unrealized gain (loss) on investments 3,233,194 - 808,366 3,465,283
----------------------------------------------------------------
Net increase (decrease) 44,045,919 2,770,531 (5,640,802) (23,836,362)
Net assets available for plan benefits:
Beginning of year 96,091,213 11,126,664 5,640,802 23,836,362
----------------------------------------------------------------
End of year $ 140,137,132 $ 13,897,195 $ - $ -
================================================================
<CAPTION>
Scudder Vanguard Vanguard Vanguard
Global Index Trust Bond Index International
Fund 500 Portfolio Fund Growth Portfolio
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividend income $ - $ 648,689 $ 4,552 $ 470,806
Contributions:
Contributions and rollovers from participants 3,309,916 9,441,847 85,339 1,104,890
Contributions from Plan Sponsor 202,498 885,310 5,165 222,872
-------------------------------------------------------------------
3,512,414 10,327,157 90,504 1,327,762
-------------------------------------------------------------------
Total additions 3,512,414 10,975,846 95,056 1,798,568
-------------------------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 544,025 1,664,754 750 245,641
-------------------------------------------------------------------
Net increase prior to loans, transfers and other activity 2,968,389 9,311,092 94,306 1,552,927
Loans, transfers and other activity, net (13,772,534) (1,989,965) 238,274 11,356,203
Net realized and unrealized gain (loss) on investments 2,007,832 7,005,363 2,368 (1,858,696)
-------------------------------------------------------------------
Net increase (decrease) (8,796,313) 14,326,490 334,948 11,050,434
Net assets available for plan benefits:
Beginning of year 8,796,313 17,071,554 - -
-------------------------------------------------------------------
End of year $ - $ 31,398,044 $ 334,948 $ 11,050,434
===================================================================
<CAPTION>
Vanguard Vanguard Vanguard Warburg Pincus
U.S. Growth Wellington Windsor II Emerging Growth
Portfolio Fund Fund Fund
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividend income $ 1,204,653 $ 671,336 $ 81,562 $ 35,178
Contributions:
Contributions and rollovers from participants 2,279,088 800,254 211,634 194,397
Contributions from Plan Sponsor 522,225 152,280 18,826 15,937
--------------------------------------------------------------------
2,801,313 952,534 230,460 210,334
--------------------------------------------------------------------
Total additions 4,005,966 1,623,870 312,022 245,512
--------------------------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 813,283 219,156 4,933 279
--------------------------------------------------------------------
Net increase prior to loans, transfers and other activity 3,192,683 1,404,714 307,089 245,233
Loans, transfers and other activity, net 26,952,608 7,974,278 875,361 485,512
Net realized and unrealized gain (loss) on investments 836,469 15,781 (47,262) (41,538)
--------------------------------------------------------------------
Net increase (decrease) 30,981,760 9,394,773 1,135,188 689,207
Net assets available for plan benefits:
Beginning of year - - - -
--------------------------------------------------------------------
End of year $ 30,981,760 $ 9,394,773 $ 1,135,188 $ 689,207
====================================================================
<CAPTION>
BSC Participants'
Stock Notes Receivables
Fund Receivable and Other
---------------------------------------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividend income $ - $ 356,829 $ -
Contributions:
Contributions and rollovers from participants 8,226,326 609,491 808,473
Contributions from Plan Sponsor 1,190,849 - 182,581
---------------------------------------------
9,417,175 609,491 991,054
---------------------------------------------
Total additions 9,417,175 966,320 991,054
---------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 986,720 178,380 -
---------------------------------------------
Net increase prior to loans, transfers and other activity 8,430,455 787,940 991,054
Loans, transfers and other activity, net 9,928,974 1,648,262 (1,189,848)
Net realized and unrealized gain (loss) on investments (8,960,772) - -
---------------------------------------------
Net increase (decrease) 9,398,657 2,436,202 (198,794)
Net assets available for plan benefits:
Beginning of year 25,103,676 3,325,994 1,189,848
---------------------------------------------
End of year $ 34,502,333 $ 5,762,196 $ 991,054
=============================================
</TABLE>
See accompanying notes.
<PAGE>
BOSTON SCIENTIFIC CORPORATION 401(K) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION (CONTINUED)
YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1996
------------------------------------------------------------
(Supplemental Information by Fund)
------------------------------------------------------------
Fidelity Fidelity
Income Balanced Magellan
Total Fund Fund Fund
------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividend income $ 5,145,355 $ 555,234 $ 233,580 $ 3,356,771
Contributions:
Contributions and rollovers from participants 49,563,545 8,047,958 2,248,569 11,684,796
Contributions from Plan Sponsor 3,291,869 211,495 203,738 1,125,410
------------------------------------------------------------
52,855,414 8,259,453 2,452,307 12,810,206
------------------------------------------------------------
Total additions 58,000,769 8,814,687 2,685,887 16,166,977
------------------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 5,800,969 1,886,553 272,643 1,431,333
------------------------------------------------------------
Net increase prior to loans, transfers and
other activity 52,199,800 6,928,134 2,413,244 14,735,644
Loans, transfers and other activity, net - (2,606,820) (165,607) (3,516,687)
Net realized and unrealized gain (loss)
on investments 6,606,180 - 256,195 (586,134)
------------------------------------------------------------
Net increase (decrease) 58,805,980 4,321,314 2,503,832 10,632,823
Net assets available for plan benefits:
Beginning of year 37,285,233 6,805,350 3,136,970 13,203,539
------------------------------------------------------------
End of year $ 96,091,213 $ 11,126,664 $ 5,640,802 $ 23,836,362
============================================================
<CAPTION>
Scudder Vanguard BSC Participants'
Global Index Trust Stock Notes Receivables
Fund 500 Portfolio Fund Receivable and Other
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividend income $ 501,235 $ 325,635 $ - $ 172,900 $ -
Contributions:
Contributions and rollovers 3,713,514 6,751,221 15,848,128 469,027 800,332
from participants
Contributions from Plan Sponsor 212,356 425,842 723,512 - 389,516
-------------------------------------------------------------------------
3,925,870 7,177,063 16,571,640 469,027 1,189,848
-------------------------------------------------------------------------
Total additions 4,427,105 7,502,698 16,571,640 641,927 1,189,848
-------------------------------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 262,555 504,249 1,297,375 146,261 -
-------------------------------------------------------------------------
Net increase prior to loans, transfers and
other activity 4,164,550 6,998,449 15,274,265 495,666 1,189,848
Loans, transfers and other activity, net 1,338,283 3,029,405 343,940 1,577,486 -
Net realized and unrealized gain (loss)
on investments 608,603 2,469,886 3,857,630 - -
-------------------------------------------------------------------------
Net increase (decrease) 6,111,436 12,497,740 19,475,835 2,073,152 1,189,848
Net assets available for plan benefits:
Beginning of year 2,684,877 4,573,814 5,627,841 1,252,842 -
-------------------------------------------------------------------------
End of year 8,796,313 $ 17,071,554 $ 25,103,676 $ 3,325,994 $ 1,189,848
=========================================================================
</TABLE>
See accompanying notes.
<PAGE>
Boston Scientific Corporation 401(k) Savings Plan
Notes To Financial Statements
Years Ended December 31, 1997 and 1996
1. DESCRIPTION OF THE PLAN
The Plan was amended and restated effective January 1, 1996 and renamed the
Boston Scientific Corporation 401(k) Savings Plan (the Plan).
Administrative responsibilities transferred from New York Life Benefit Services
to The Vanguard Group effective July 1, 1997. Plan funds upon conversion
transferred to similar funds under the Vanguard administration. Participants
were given the opportunity to self direct these transfers if desired.
The Plan is a defined contribution plan covering all eligible employees who have
completed 30 days of service and have attained 21 years of age. It is subject
to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA). A participant may contribute between 1% and 15% of his or her pretax
annual compensation each year. Boston Scientific Corporation's (the Company)
matching contribution is the lesser of 50% of the participant's elective
contribution or 2% of eligible compensation, as defined.
At the discretion of the Boston Scientific Corporation Board of Directors (the
Board), the Company may also make an additional discretionary contribution.
Employees with three or more years of credited service on December 31, 1992 will
be fully vested in such amounts and all other employees will become fully vested
in such amounts after five years of credited service. No additional
discretionary contribution was made in 1997 or 1996.
A participant can allocate his or her account among various alternative
investment funds. Each participant's account is credited with the participant's
contribution, the Company's contribution and an allocation of Plan earnings.
The allocations of earnings are based upon each participant's account balance in
relation to all participants' account balances. Each participant is fully
vested in his or her account, except as discussed above regarding discretionary
contributions. The benefit to which a participant is entitled is the benefit
included in the participant's account.
A participant may borrow from his or her fund account a minimum of $1,000 up to
a maximum equal to the lesser of $50,000 or 50% of his or her account balance.
Loan terms range up to 5 years or up to 10 years for the purchase of a primary
residence. However, participants of the defined contribution plans of the
acquired companies (refer to Note 2) may retain the loan terms granted under
their former plans. Loan terms related to these participants range up to 5
years or up to 10 years for the purchase of a primary residence. The loan is
secured by the balance in the participant's account and bears interest at a rate
commensurate with local prevailing rates as determined by The Vanguard Group
(the Plan Administrator). Interest rates on loans outstanding at December 31,
1997 ranged from 6.3% to 12.0%. Principal and interest are paid ratably
through payroll deductions.
Upon retirement or termination of service, a participant either receives a lump-
sum amount equal to the value of his or her account or, if a participant's
balance is greater than $3,500, he or she has the option of leaving the funds
invested in the Plan. A participant may withdraw all or a portion of his or her
contributions to the extent necessary to meet a financial hardship.
<PAGE>
Boston Scientific Corporation 401(k) Savings Plan
Notes To Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA.
The foregoing description of the Plan provides only general information.
Participants should refer to the "Summary Plan Description" and the Plan
document for a more complete description of the Plan's provisions. Copies are
available from the 401(k) Administrative Committee.
2. BOSTON SCIENTIFIC CORPORATION MERGERS AND ACQUISITIONS
During 1995, the Company completed five strategic acquisitions. The Company
merged one of the defined contribution plans of the acquired companies into the
Plan during 1995, one during 1996, and two in 1997. The defined contribution
plan of the other acquired company was terminated in 1996.
During 1996, the Company completed two additional strategic acquisitions. The
Company merged the defined contribution plan of one of the acquired companies
into the Plan in May, 1996. The defined contribution plan of the other acquired
company was merged into the Plan in January, 1997.
During 1997, the Company completed a strategic acquisition. The Company merged
the defined contribution plan of the acquired company into the Plan in January,
1998.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Plan are maintained on the accrual basis.
Investments are stated at fair value. Shares of mutual funds are valued at
quoted market prices which represent the net asset value of shares held by the
fund. Securities listed on a registered stock exchange are valued by the Plan
Administrator at the last reported sales price on the last business day of the
Plan year. The participant notes receivable are valued at cost which
approximates fair value.
The income fund includes guaranteed investment contracts issued by banks,
insurance companies or other financial institutions pursuant to amounts
deposited and interest at such fixed, variable or other rates specified under
the terms of the agreement. Assets are valued at fair market value. A unit
method is used to determine the equitable share of each participating trust in
the fund and the fund is intended to maintain a share value of one dollar. The
crediting interest rate as of December 31, 1997 and the average yield for the
year then ended were 5.6%.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from these estimates.
Certain prior year amounts have been reclassified to conform to current year
presentation.
<PAGE>
Boston Scientific Corporation 401(k) Savings Plan
Notes To Financial Statements (continued)
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
Fees for legal, accounting and other services rendered during the year by
parties-in-interest were paid by the Company. These fees were based on
customary and reasonable rates for such services. During 1997 and 1996, the
Company did not declare any dividends and accordingly, the Plan did not receive
common stock dividends as a result of its BSC Stock Fund investment.
5. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by letter
dated February 20, 1998 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC).
6. YEAR 2000 ISSUE (UNAUDITED)
The Company's new global information system is Year 2000 compliant and it is
assessing other internal programs to determine if they are Year 2000 compliant.
The project also includes determining whether third party service providers have
reasonable plans in place to become year 2000 ready. Costs related to the Year
2000 project will be primarily borne by the Company and third party service
providers. The Company does not expect this project to have significant effect
on Plan operations.
<PAGE>
Boston Scientific Corporation 401(k) Savings Plan
EIN #04-2695240
Plan #001
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
Current
Identity of Issue Shares or Units Cost Value
- ----------------- --------------- ---- -------
<S> <C> <C> <C>
Bankers Trust:
Income Fund 7,364,403 $ 7,364,403 $ 7,364,403
Warburg Pincus:
Emerging Growth Fund 18,247 730,583 689,207
Vanguard Group:*
Index Trust 500 Portfolio 348,596 23,700,996 31,398,044
Money Market Reserves Prime Portfolio 6,532,792 6,532,792 6,532,792
Bond Index Fund 33,196 332,625 334,948
International Growth Portfolio 674,218 12,761,172 11,050,434
U.S. Growth Portfolio 1,079,504 30,280,432 30,981,760
Wellington Fund 319,008 9,406,579 9,394,773
Windsor II 39,664 1,181,933 1,135,188
Boston Scientific Corporation:*
Stock Fund 752,094 31,942,418 34,502,333
Participants' notes receivable 6.3% to 12.0% -- 5,762,196
------------ ------------
$124,233,933 $139,146,078
============ ============
</TABLE>
* Indicates party-in-interest to the Plan.
<PAGE>
Boston Scientific Corporation 401(k) Savings Plan
EIN #04-2695240
Plan #001
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Purchase Selling Cost of Fair Value on Net
Identity of Party Involved Description of Assets Price Price Asset Transaction Date Realized Gain
- --------------------------- ------------------------- ------------- ------------- ------------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Category (i)--A single
- ----------------------
transaction in excess of
- ------------------------
5% of plan assets
- -----------------
Fidelity Investments Fidelity Balanced Fund $ 7,732,085 $ 6,782,088 $ 7,732,085 $ 949,997
Vanguard Group Vanguard Wellington Fund $ 7,778,668 $ 7,778,668 $ 7,778,668
Fidelity Investments Fidelity Magellan Fund $29,062,061 $24,758,765 $29,062,061 $4,303,296
Vanguard Group Vanguard U.S. Growth
Portfolio $29,076,566 $29,076,566 $29,076,566
Scudder Funds Scudder Global Fund $12,577,638 $10,513,636 $12,577,638 $2,064,002
Vanguard Group Vanguard International
Growth Portfolio $12,577,638 $12,577,638 $12,577,638
</TABLE>
There were no category (ii) or (iv) reportable transactions during 1997.
- ------------------------------------------------------------------------
<PAGE>
Boston Scientific Corporation 401(k) Savings Plan
EIN #04-2695240
Plan #001
Line 27d-Schedule of Reportable Transactions
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Total Number
of Transactions
Made by the Plan Total Dollar Total Dollar
During the Year Value of Value of Net
Identity of Party Involved Description of Assets Purchases Sales Purchases Sales Gain(Loss)
- -------------------------- --------------------- --------- ----- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Category (iii)--Series of
- -------------------------
transactions in excess of 5%
----------------------------
of plan assets
--------------
Vanguard Money Market Reserves
Prime Portfolio Income Fund 68 67 $ 8,572,696 $ 6,123,072 $ ---
Fidelity Investments: Balanced Fund** 22 16 2,086,575 8,458,056 1,010,274
Magellan Fund** 20 16 6,205,568 33,324,535 4,547,534
Vanguard Group*: Index Trust 500 Portfolio 128 80 13,199,904 5,558,531 1,264,397
U.S. Growth Portfolio** 93 69 34,049,854 3,903,551 134,129
International Growth
Portfolio** 86 69 14,923,604 2,014,475 (147,957)
Wellington Fund 75 64 10,189,148 810,156 27,587
Scudder Funds Global Fund** 20 14 3,677,792 14,371,850 2,270,401
Boston Scientific Corporation* Stock Fund 128 83 22,668,611 3,443,932 871,253
</TABLE>
* Indicates a party-in-interest.
** Also a category (i) transaction.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustee (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Boston Scientific Corporation
401(k) Savings Plan
Date: June 29, 1998 By: /s/ Lawrence C. Best
----------------------------------------
Lawrence C. Best
Plan Administrator and Senior Vice
President - Finance and Administration
and Chief Financial Officer of Boston
Scientific Corporation
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-89772) pertaining to the Boston Scientific Corporation 401(k) Savings
Plan of our report dated June 24, 1998, with respect to the financial statements
and schedules of the Boston Scientific Corporation 401(k) Savings Plan included
in this Annual Report (Form 11-K) for the year ended December 31, 1997.
ERNST & YOUNG, LLP
Boston, Massachusetts
June 24, 1998
