Bankboston Corp – ‘SC 13D’ on 12/22/95 re: Baybanks Inc

As of:  Friday, 12/22/95   ·   Accession #:  950135-95-2733   ·   File #:  5-08574

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Baybanks on Behalf of Bank of Boston                  15     41K 
 2: EX-2        Stock Option Agreement                                17     55K 

SC 13D   —   Baybanks on Behalf of Bank of Boston
Document Table of Contents

SC 13D
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
--------------------

FORM 13D

 Under the Securities Exchange Act of 1934

BAYBANKS, INC.
(Name of Issuer)

 Common Stock, $2.00 par value
(Title of Class of Securities)

 072723109
(CUSIP Number)

Gary A. Spiess
 General Counsel and Clerk
Bank of Boston Corporation
100 Federal Street
Boston, Massachusetts  02211
(617) 434-2870
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

 December 12, 1995
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
Schedule becuase of Rule 13d-1(b)(3) or (4), check the following box: / /       

Check the following box if a fee is being paid with this statement: [X]         

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CUSIP No. 072723109                                      Page 2 of   Pages

--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   
    Bank of Boston Corporation             IRS Identification No. 04-2471221
--------------------------------------------------------------------------------

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                          

                                                             (a)
                                                             (b)

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

3     SEC USE ONLY                                                              

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

4     SOURCE OF FUNDS                                                           

WC                                                    
--------------------------------------------------------------------------------

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT         
TO ITEMS 2(d) OR 2(e):                                              

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION                                      

Massachusetts                         
--------------------------------------------------------------------------------
NUMBERS OF     7   SOLE VOTING POWER                            

SHARES           3,936,040                                  
                       ---------------------------------------------------------
BENEFICIALLY    8   SHARED VOTING POWER                           

OWNED BY          1,700                                       
                       ---------------------------------------------------------
EACH        9   SOLE DISPOSITIVE POWER                    

REPORTING         3,914,559                                   
                       ---------------------------------------------------------
PERSON      10   SHARED DISPOSITIVE POWER                   

WITH            20,031                                    

--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

3,938,640                                                           

--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        

16.6%                                                       
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON                                                  

CO                                                          
--------------------------------------------------------------------------------

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Item 1.  Security and Issuer                                                    

       This statement relates to the common stock, par value $2.00 per share
(the "Common Stock"), of BayBanks, Inc., a Massachusetts corporation (the       
"Company"). The principal executive offices of the Company are located at 175   
Federal Street, Boston, Massachusetts 02211.                                    

Item 2.  Identity and Background                                                

 (a)-(c) and (f) This statement is being filed by Bank of Boston
Corporation, a Massachusetts corporation ("BKBC"). The principal executive      
offices of BKBC are located at 100 Federal Street, Boston, Massachusetts 02110. 

BKBC is a registered bank holding company which, through its  
subsidiaries, is engaged in providing a wide variety of financial services to   
individuals, corporate and institutional customers, governments, and other      
financial institutions. These services include retail banking, consumer finance,
mortgage origination and servicing, domestic corporate and investment banking,  
leasing, international banking, commercial real estate lending, private banking,
trust, correspondent banking, and securities and payments processing. BKBC's    
principal subsidiary is The First National Bank of Boston, a national banking   
association. Other major banking subsidiaries of BKBC are Bank of Boston        
Connecticut and Rhode Island Hospital Trust National Bank.                      

      Information as to each of the executive officers and directors of BKBC
is set forth on Schedule I hereto. Each of such persons is a citizen of the     
United States, except for Messrs. Sacerdote and Meirelles who are citizens of   
Argentina and Brazil respectively.                                              

         (d) During the last five years, neither BKBC nor, to the best of BKBC's
knowledge, any of the individuals named in Schedule I hereto, has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).

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         (e) During the last five years, neither BKBC nor, to the best of BKBC's
knowledge, any of the individuals named in Schedule I hereto, has been a party  
to a civil proceeding of a judicial or administrative body of competent         
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or         
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.                                            

Item 3.  Source and Amount of Funds or Other Consideration                      

     As more fully described in Item 4 below, pursuant to the terms of the Stock
Option Agreement (as defined below), BKBC will have the right, upon the         
occurrence of specified events, to purchase up to 3,907,120 shares of Common    
Stock from the Company at a price of $83.75 per share. Should BKBC purchase     
Common Stock pursuant to the Stock Option Agreement, BKBC intends to finance    
such purchase from one or more of the following sources: the use of cash; the   
liquidation of securities held by BKBC; the dividending of cash from BKBC       
subsidiaries; or additional debt or equity financings.                          

Item 4.  Purpose of Transactions                                                

  On December 12, 1995, BKBC and the Company entered into an Agreement and
Plan of Merger (the "Merger Agreement") pursuant to which a wholly owned        
subsidiary of BKBC to be organized under Massachusetts law (the "Merger         
Subsidiary"), will be merged into the Company (the "Merger"), and the Company   
will become a wholly owned subsidiary of BKBC. Pursuant to the Merger Agreement,
each share of Company Common Stock outstanding at the effective time            

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of the Merger, other than shares (i) held by dissenting stockholders; (ii) held 
directly or indirectly by BKBC, except in a fiduciary capacity or (iii) held by 
the Company as treasury stock, will be exchanged for 2.2 shares of common stock,
par value $2.25 per share, of BKBC ("BKBC Common Stock").                       

A copy of the Merger Agreement is included as an Exhibit hereto and             
incorporated herein by reference. Capitalized terms that are used but not       
defined herein are defined in the Merger Agreement. The Company will be the     
surviving corporation of the Merger with Merger Subsidiary and will continue its
corporate existence under the laws of the Commonwealth of Massachusetts as a    
wholly owned subsidiary of BKBC. The directors of the Merger Subsidiary         
immediately prior to the effective time of the Merger shall be the directors of 
the surviving corporation. The Officers of the Company immediately prior to the 
effective time shall be the officers of the surviving corporation. The Articles 
of Organization and By-Laws of the Merger Subsidiary, as in effect at the       
Effective Time of the Merger, shall be the Articles of Organization and By-Laws 
of the surviving corporation.  The authorized capital stock of the surviving    
corporation after the Effective Time of the Merger shall be as stated in the    
Articles of Organization of Company immediately prior to the Effective Time.    

     Consummation of the Merger is subject to approval of the holders of
two-thirds of the Company's common stock, the holders of the majority of BKBC's 
common stock, the receipt of regulatory approvals and certain other conditions  
customary in transactions of this nature.                                       

      Simultaneously with the execution of the Merger Agreement, on December
12, 1995, BKBC and the Company entered into reciprocal stock option agreements  
(the "Stock Option Agreements") pursuant to which the Company granted BKBC an   
option (the "Option") to purchase up to 3,907,120 shares of the Company's       
common stock at a price of $83.75 per share (the "Option Shares") and BKBC      
granted to the Company an option to purchase                                    

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up to 22,400,761 shares of BKBC Common Stock at a price of $47.50 per           
share, in each case equaling 19.9% of the outstanding shares of                 
the respective granting company's stock. A copy of the agreement granting the   
option to BKBC (the "Stock Option Agreement") is attached hereto as an          
Exhibit and incorporated herein by reference. The Option becomes exercisable in 
whole or in part, at any time before its expiration in specified circumstances, 
including if (i) the Company, without the prior written consent of BKBC, enters 
or announces its intention to enter into an agreement with any person other than
BKBC to effect any of the following transactions (each an "Acquisition          
Transaction"): (a) a merger, consolidation or similar transaction involving the 
Company or any of its Significant Subsidiaries (as defined in Rule 1-02 of      
Regulation S-X promulgated by the Securities and Exchange Commission)(other than
mergers, consolidations or similar transactions involving (x) the Company or any
of its Significant Subsidiaries in which the voting securities of the Company   
immediately before such transaction continue to represent at least 65% of the   
combined voting power of the voting securities of the Company or the surviving  
entity outstanding immediately after such transaction or (y) only the Company   
and its subsidiaries), (b) the purchase, lease or other acquisition of all or a 
substantial portion of the assets of the Company or any of its Significant      
Subsidiaries, (c) a purchase or other acquisition (including by way of merger,  
consolidation, share exchange or otherwise) of securities representing 10% or   
more of the voting power of the Company or any of its Significant Subsidiaries  
or (d) any substantially similar transaction, (ii) the Board of Directors of the
Company recommends that the stockholders of the Company approve or accept any   
Acquisition Transaction, or (iii) any person (other than BKBC) acquires         
beneficial ownership of 10% or more of the then outstanding shares of the       
Company's Common Stock.                                                         

As more fully set forth in the stock Option Agreement, BKBC (or a           
subsequent holder of the Option or Option Shares) has the right in specified    
circumstances to require the Company to                                         

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repurchase the Option or Option Shares.                                         

         The Stock Option Agreement specifies the procedures for exercise of the
Option upon the occurrence of such events.                                      

     The Company's Common Stock is registered pursuant to Section 12(g) of
the Exchange Act. If the Merger is consummated, the number of holders of record 
of the Company's Common Stock will fall below 300 persons and the Company's     
Common Stock will become eligible for deregistration pursuant to Section        
12(g)(4) of the Exchange Act.                                                   

       Except as set forth in this Item 4, the Merger Agreement or the Stock
Option Agreement, neither BKBC nor, to the best of BKBC's knowledge, any of the 
individuals named in Schedule I                                                 

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hereto, has any plans or proposals which relate to or which would result in any 
of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.  

Item 5.  Interest in Securities of the Issuer                                   

 (a)-(b) By reason of its execution of the Stock Option Agreement,
pursuant to Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, BKBC may be 
deemed to have sole voting and dispositive power with respect to the Common     
Stock subject to the Option and, accordingly, may be deemed to beneficially own 
3,907,120 shares of Common Stock, or approximately 16.6% of the Common Stock    
outstanding on November 30, 1995 assuming exercise of the Option.  Certain of   
BKBC's subsidiary banks act as trustees under trusts established by their       
customers.  In that capacity, BKBC's subsidiary banks, in the aggregate, have   
(i) sole investment power over 7,439 shares of Common Stock, (ii) shared        
investment power over 20,031 shares of Common Stock and (iii) sole voting power 
over 28,920 shares of Common Stock and shared voting power over 1,700 shares of 
Common Stock.                                                                   

    Except as set forth above, neither BKBC nor, to the best of BKBC's
knowledge, any of the individuals named in Schedule I hereto, owns any Common   
Stock.                                                                          

   (c) Other than transactions in the ordinary course by one of BKBC's
subsidiary banks as trustee for any of the trust accounts described above that  
may have occurred during the past 60 days, neither BKBC nor, to the best of     
BKBC's knowledge, any of the individuals named in Schedule I hereto, has        
effected any transaction in the Common Stock during the past 60 days.           

   (d) Other than as may be provided in the applicable instrument with
respect to each of the trusts described above, so long as BKBC has not          
purchased the Common Stock subject to the Option, BKBC does not have the right  
to receive or the power to direct the receipt of dividends from, or the         
proceeds from the sale of, any of the Common Stock.                             

(e) Inapplicable.                                             

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect  
to Securities of the Issuer                                                     

 As noted above, the Merger Agreement contains certain customary
restrictions on the conduct of the business of the Company pending the Merger,  
including certain customary restrictions relating to the Common Stock. Except as
provided in the Merger Agreement or the Stock Option Agreement or as set forth  
herein, neither BKBC nor, to the best of BKBC's knowledge, any of the           
individuals named in Schedule I hereto, has any contracts, arrangements,        
understandings or relationships (legal or otherwise) with any person with       
respect to any securities of the Company, including, but not limited to,        
transfer or voting of any securities,                                           

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finder's fees, joint ventures, loan or option arrangements, puts or calls,      
guarantees of profits, division of profits or losses, or the giving or          
withholding of proxies.                                                         

Item 7.  Material to be filed as Exhibits                                       

       Exhibit 1 --   Agreement and Plan of Merger, dated as of December 12,
                      1995, between Bank of Boston Corporation and BayBanks,
                      Inc., incorporated herein by reference to Exhibit 2(a)
                     to the Corporation's Current Report on Form 8-K dated
    December 12, 1995 (File No. 1-6522).

       Exhibit 2 --   Stock Option Agreement, dated as of December 12, 1995,
                     between Bank of Boston Corporation and BayBanks, Inc.

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 SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the       
undersigned certifies that the information set forth in this statement is true, 
complete and correct.                                                           

      BANK OF BOSTON CORPORATION

   By:  /s/ Gary A. Spiess
        ------------------
            Gary A. Spiess
                       General Counsel and Clerk

Dated: December 21, 1995                                                        

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SCHEDULE I

 DIRECTORS AND EXECUTIVES OFFICERS
 OF BANK OF BOSTON CORPORATION

     The name, business address, present principal occupation or employment,
and the name, principal business and address of any corporation or other        
organization in which such employment is conducted, of each of the directors and
executive officers of Bank of Boston Corporation ("BKBC") is set forth below. If
no business address is given, the director's or officer's address is Bank of    
Boston Corporation, 100 Federal Street, Boston, Massachusetts 02110.            

DIRECTORS                             
---------                             

Wayne A. Budd                                                                   
Senior Partner Goodwin, Proctor & Hoar (law firm)                               
Exchange Place                                                                  
Boston, MA  02109                                                               

William F. Connell                                                              
Chairman and Chief Executive Officer                                            
Connel Limited Partnership (metals recycling and manufacture                    
of industrial products)                                                         
One Internation Place                                                           
Boston, MA 02110                                                                

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Gary L. Countryman                                                              
Chairman and Chief Executive Officer of Liberty Mutual                          
Insurance Company                                                               
175 Berkeley Street                                                             
Boston, MA  02117                                                               

Alice F. Emerson                                                                
Senior Fellow, The Andrew W. Mellon Foundation;                                 
President Emerita of Wheaton College                                            
140 East 62nd Street                                                            
New York, NY  10021                                                             

Charles K. Gifford                                                              
Chairman, Chief Executive Officer and President                                 
Bank of Boston Corporation.                                                     

Thomas J. May                                                                   
Chairman and CEO                                                                
Boston Edison Co.                                                               
800 Boylston Street                                                             
Boston, MA 02167                                                                

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Donald F. McHenry                                                               
University Research Professor of Diplomacy                                      
School of Foreign Services and International Relations,                         
Georgetown University                                                           
Georgetown University, Room 301                                                 
Washington, DC  20057                                                           

J. Donald Monan, S.J.                                                           
President of Boston College                                                     
18 Old Colony Road                                                              
Chestnut Hill, MA  02167                                                        

Paul C. O'Brien                                                                 
President of The O'Brien Group, Inc.                                            
One International Place 30th Fl.                                                
Boston, MA  02110                                                               

John W. Rowe                                                                    
President and Chief Executive Officer of New England Electric System            
25 Research Drive                                                               
Westborough, MA  01581                                                          

Richard A. Smith                                                                
Chairman of the Board of Harcourt General Inc., (a diversified company          
engaged in international, executive outplacement and the                        
exhibition of motion pictures) and The Neiman-Marcus Group, Inc.                
(retail specialty stores)                                                       
27 Boylston Street                                                              
Chestnut Hill, MA 02167                                                         

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William C. Van Faasen                                                           
President and Chief Executive Officer of                                        
Blue Cross and Blue Shield of Massachusetts                                     
(non-profit health services company)                                            
100 Summer Street 01-31                                                         
Boston, MA  02110                                                               

Thomas B. Wheeler                                                               
President and Chief Executive Officer of                                        
Massachusetts Mutual Life Insurance Company                                     
1295 State Street                                                               
Springfield, MA  02111                                                          

Alfred M. Zeien                                                                 
Chairman and Chief Executive Officer of The Gillette Company                    
(manufacturer of consumer products)                                             
Prudential Tower Building                                                       
Boston, MA 02199                                                                

EXECUTIVE OFFICERS  
------------------  

Guilliaem Aertsen IV                                                            

Melville E. Blake III                                                           

Robert L. Champion, Jr.                                                         

Barbara F. Clark                                                                

Edward P. Collins                                                               

Helen G. Drinan                                                                 

Robert E. Gallery                                                               

Charles K. Gifford                                                              

Susan P. Haney                                                                  

Paul F. Hogan                                                                   

Thomas J. Hollister                                                             

Ira Jackson                                                                     

Robert T. Jefferson                                                             

David W. Kruger                                                                 

Michael R. Lezenski                                                             

Mark A. MacLennan                                                               

Peter J. Manning                                                                

David E. McKown                                                                 

Henrique Meirelles                                                              

Joanne E. Nuzzo                                                                 

Edward A. O'Neal                                                                

William H. Ott                                                                  

Joe K. Pickett                                                                  

Richard A. Remis                                                                

Manuel R. Sacerdote                                                             

William J. Shea                                                                 

Gary A. Spiess                                                                  

Susannah M. Swihart                                                             

Eliot N. Vestner                                                                

Bradford H. Warner                                                              

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 INDEX TO EXHIBITS

                                                                [Download Table]

Exhibit                                                                   
Number                 Exhibit                                            
                                                                          
1         --           Agreement and Plan of Merger, dated as of          
                       December 12, 1995 between the Corporation and      
                       BayBanks, Inc., incorporated herein by reference to
                       Exhibit 2(a) to the Corporation's Current Report on
                       Form 8-K dated December 12, 1995 (File No. 1-6522).

2         --           Stock Option Agreement, dated as of                
                       December 12, 1995 between Bank of                  
                       Boston Corporation and BayBanks, Inc.              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		12/22/95							8-K,  SC 13D
		12/21/95		10
		12/12/95		1		15			8-K
		11/30/95		8
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