Baybanks Inc – ‘SC 13G’ on 2/14/94 re: Baybank/MA

As of:  Monday, 2/14/94   ·   Accession #:  950135-94-83   ·   File #:  5-43011

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Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Baybanks, Inc.                                         4     20K 

SC 13G
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                                        OMB APPROVAL
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 

(Amendment No. 3)*          

  BayBanks, Inc.
(Name of Issuer)

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

072723-10-9   
(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 in Item 1; and (2) has filed no amendment subsequent       
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13d-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).                                                                     

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SC 13G
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CUSIP No. 072723-10-9               13G            Page 2 of 4 Pages            

                                                                [Download Table]
                                                              
1  NAME OF REPORTING PERSON                                   
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON          

           BayBank, as Trustee                                
           ID # 04-2732971                                    

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          
                                                      (a) ____
           Not Applicable                             (b) ____

3  SEC USE ONLY                                               

4  CITIZENSHIP OR PLACE OF ORGANIZATION                       

           Massachusetts                                      

                                                                [Download Table]
                                                                      
                                         5    SOLE VOTING POWER       

NUMBER OF SHARES BENEFICIALLY OWNED                   405,000         
   BY EACH REPORTING PERSON WITH                                      
                                         6    SHARED VOTING POWER     

                                                      41,047.713      
                                         7    SOLE DISPOSITIVE POWER  

                                                      405,000         

                                         8    SHARED DISPOSITIVE POWER

                                                      806,221.713     

                                                                [Download Table]
                                                                           
 9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         

              1,211,221.713                                                
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

              XX                                                           

11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                      

              6.5%                                                         

12    TYPE OF REPORTING PERSON*                                            

              BK, EP                                                       


*SEE INSTRUCTION BEFORE FILLING OUT!

SC 13G
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ITEM                                                                                             

                                                                                                 
1(a)  Name of Issuer:                      BayBanks, Inc.                                        
      --------------                                                                             

 (b)  Address of Issuer's Principal                                                              
      -----------------------------                                                              
      Executive Offices:                   175 Federal Street, Boston, MA 02110                  
      -----------------                                                                          

2(a)  Name of Person Filing:               BayBank, as trustee of the BayBanks Retirement Plan,  
      ---------------------                as co-trustee of the BayBanks Savings, Profit Sharing 
                                           and Stock Ownership Plan, and as trustee under various
                                           other trusts                                          

 (b)  Address of Principal Business        7 New England Executive Park, Burlington, MA  01803   
      -----------------------------                                                              
      Office:                                                                                    
      ------                                                                                     

 (c)  Citizenship:                         Massachusetts                                         
      -----------                                                                                

 (d)  Title of Class of Securities:                                                              
      ----------------------------                                                               
                                           Common Stock, $2.00 par value                         
 (e)  CUSIP Number:                        072723-10-9                                           
      ------------                                                                               

3     Type of Reporting Person:            Bank, as defined in Section 3(a)(6) of the Act;       
      ------------------------                                                                   
                                           Employee benefit plan                                 

4     Ownership                                                                                  
      ---------                                                                                  

 (a)  Amount Beneficially Owned:           BayBank, in its capacities as trustee of the BayBanks 
      -------------------------            Retirement Plan and as trustee of various other       
                                           trusts, is the beneficial owner of 446,047.713 shares 
                                           of BayBanks, Inc. Common Stock held by such Plan and  
                                           trusts.                                               

                                           BayBank, in its capacity as co-trustee of the BayBanks
                                           Savings, Profit Sharing and Stock Ownership Plan, may 
                                           be deemed the beneficial owner of 765,174 shares held 
                                           in the ESOP portion of that Plan.                     

                                           BayBank disclaims beneficial ownership of an          
                                           additional 523,191 shares of BayBanks, Inc. Common    
                                           Stock held by the BayBanks Savings, Profit Sharing and
                                           Stock Ownership Plan, as to which shares it has       
                                           neither voting nor investment power.                  

                                           Marine Midland Bank, N.A. is the other Co-Trustee of  
                                           the Plan.                                             

 (b)  Percent of Class:                    6.5%                                                  
      ----------------                                                                           

 (c)  (i) Sole Power to Vote or to Direct                                                        
          -------------------------------                                                        
      the Vote:                            405,000                                               
      --------                                                                                   

      (ii) Shared Power to Vote or to                                                            
           --------------------------                                                            
      Direct the Vote:                     41,047.713                                            
      ---------------                                                                            

      (iii) Sole Power to Dispose or to                                                          
            ---------------------------                                                          
      Direct the Disposition Of:           405,000                                               
      -------------------------                                                                  

      (iv) Shared Power to Dispose or to                                                         
           -----------------------------                                                         
      Direct the Disposition Of:           806,221.71                                            
      -------------------------                                                                  

SC 13G
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                                                        [Enlarge/Download Table]
                                                                                              
5  Ownership of 5% or Less of a Class:  Not applicable                                        
   ----------------------------------                                                         

6  Ownership of More Than 5% on Behalf  Shares as to which this Schedule is filed are held by 
   -----------------------------------  BayBank as trustee of the BayBanks RetirementPlan, as 
   of Another Person:                   co-trustee of the BayBanks Savings, Profit Sharing and
   -----------------                    Stock Ownership Plan, or as trustee under various     
                                        other trusts.  Participants and beneficiaries of those
                                        plans and trusts have a pecuniary interest in the     
                                        dividends from, and the proceeds of the sale of, the  
                                        respective shares held by those plans and trusts.     

7  Identification and Classification                                                          
   ---------------------------------                                                          
   of the Subsidiary Which Acquired                                                           
   --------------------------------                                                           
   the Security Being Reported on by                                                          
   ---------------------------------                                                          
   the Parent Holding Company:          Not applicable                                        
   --------------------------                                                                 

8  Identification and Classification                                                          
   ---------------------------------                                                          
   of Members of the Group:             Not applicable                                        
   -----------------------                                                                    

9  Notice of Dissolution of Group:      Not applicable                                        
   ------------------------------                                                             

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 purposes or effect.                                                 

                                                                [Download Table]

                                   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   
accurate.                                                                         

                                                   BAYBANK, as Trustee            

                                                                                  
February 10, 1994                                     /s/ Michael W. Vasily       
----------------------------------                 -------------------------------
Date                                               Michael W. Vasily              
                                                   Senior Executive Vice President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13G’ Filing		Date		First		Last			Other Filings
Filed on:		2/14/94							SC 13G/A
		2/10/94		4					SC 13G
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