Document/Exhibit Description Pages Size
1: 10-K Baybanks, Inc. Form 10-K 19 116K
2: EX-3.1B Certificate of Vote of Directors 11 28K
3: EX-10.7 1994 Restricted Stock Plan 5 21K
4: EX-11 Computation of Earnings 2± 8K
5: EX-13 Portions of Annual Report 66± 321K
6: EX-22 Subsidaries of the Registrant 1 6K
7: EX-23 Consent of Independent Auditors 1 7K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NO. 0-959
BAYBANKS, INC.
(REGISTRANT)
[Download Table]
MASSACHUSETTS 04-2008039
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
175 FEDERAL STREET,
BOSTON, MASSACHUSETTS 02110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (617) 482-1040
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $2.00 PAR VALUE
(TITLE OF CLASS)
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 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. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 10, 1994:
COMMON STOCK, $2.00 PAR -- $1,015,129,206
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of March 10, 1994:
COMMON STOCK, $2.00 PAR -- 18,798,689
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the 1993 Annual Report to stockholders are incorporated by
reference in Parts I and II.
Portions of the proxy statement for the annual meeting of stockholders to
be held on April 28, 1994 are incorporated by reference in Part III.
The list of exhibits to this report appears on pages 17 and 18.
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PART I
ITEM 1. BUSINESS
GENERAL COMPANY INFORMATION
As used herein, the "Company" means BayBanks, Inc. alone or BayBanks, Inc.
together with its consolidated subsidiaries, depending on the context, and the
"BayBanks" means the Company's three bank subsidiaries.
BayBanks, Inc., established in 1928, is one of the largest bank holding
companies in Massachusetts and is headquartered in Boston, Massachusetts. At
December 31, 1993, the Company had total assets of $10.1 billion, total deposits
of $8.8 billion, total stockholders' equity of $703 million, and 5,571 full-time
equivalent employees. The Company's largest subsidiary is BayBank, a
Massachusetts commercial bank based in Burlington, Massachusetts, that had total
assets of $9.2 billion at December 31, 1993. BayBank Boston, N.A. is based in
the Company's headquarter's city and BayBank Connecticut, N.A. is located in
Hartford, Connecticut. The Company also maintains a loan production office in
Portland, Maine.
The Company has an extensive banking network with 201 full-service offices
and 356 automated banking facilities serving 156 cities and towns in
Massachusetts and two in Connecticut. The Company uses state-of-the-art computer
and telecommunications technology to process customer transactions, provide
customer information, and increase the efficiency of its data processing
activities. BayBank Systems, Inc., a nonbank subsidiary of the Company, engages
in data processing, product and systems development, and other technologically
oriented operations, principally for the Company but also for franchisees and
correspondents. In particular, BayBank Systems, Inc., operates the Company's
proprietary X-Press 24(R) automated teller machine ("ATM") network. BayBanks
Credit Corp. (a subsidiary of BayBank Systems, Inc.) and BayBanks Mortgage Corp.
(a subsidiary of BayBank) provide instalment loan, credit card, and mortgage
loan operations and services, and BayBanks Mortgage Corp. also services
approximately $2.0 billion of residential mortgage loans originated by the
BayBanks and placed in the secondary market. Other subsidiaries provide
brokerage, investment management, and general management services to the
BayBanks and other affiliates.
The following presents selected financial information for the Company's
three banking subsidiaries:
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AT DECEMBER 31
---------------------------------------------
CONNECTICUT
MASSACHUSETTS -----------
-------------------------------
BAYBANK BAYBANK
BAYBANK BOSTON CONNECTICUT
----------------- ----------- -----------
1993 1992 1993 1992 1993 1992
------ ------ ---- ---- ---- ----
(IN MILLIONS)
Interest-bearing deposits and other
short-term investments................... $ 785 $1,092 $ 55 $ 88 $ 2 $ 2
Securities portfolios...................... 2,132 1,592 42 34 1 1
Total loans................................ 5,479 5,373 586 521 75 93
Total earning assets....................... 8,396 8,057 684 643 79 96
Total assets............................... 9,179 8,905 896 835 86 105
Total deposits............................. 8,077 8,278 764 680 59 55
Subordinated debt.......................... 47 47 5 5 -- --
Stockholders' equity....................... 542 482 55 48 10 10
GENERAL BANKING BUSINESS
The Company provides a complete range of banking and related financial
services, with particular emphasis on retail and middle market business
customers. In addition to its normal deposit and lending activities, the Company
aggressively pursues fee income opportunities, both in traditional and automated
banking services and in the investment field, including acting as investment
adviser and shareholder servicing agent for BayFunds(R), a proprietary mutual
fund family.
1
Retail Banking
The Company -- a recognized leader in consumer banking -- has the largest
retail market share in Massachusetts. More households in Massachusetts do
business with the BayBanks than with any other banking organization. The Company
offers a wide variety of retail banking products, including FDIC-insured
checking, money market, savings, and time deposit accounts; credit cards; home
mortgages and home equity financing; instalment loans; and trust and private
banking services.
The Company's proprietary X-Press 24 network, the 11th largest ATM network
in the country, operates over 1,000 ATMs in Massachusetts and Connecticut and
produces approximately 11 million transactions per month; the Company has
approximately 1 million ATM cards in use. In addition, the BayBank X-Press 24
Cash(R) network operates cash machines located in major retail stores in
Massachusetts. Approximately 88 nonaffiliated financial institutions are X-Press
24 network members. X-Press 24 cardholders can perform automated banking
transactions at over 65,000 CIRRUS(R) and NYCE(R) terminals worldwide.
Qualifying cardholders can also use their cards to make point-of-sale purchases
at retail establishments worldwide, including Mobil(R) stations, grocery stores
and, through BayBank X-Press Check(R), anywhere MasterCard(R) is accepted. The
Company provides a broad range of support and maintenance services to the
X-Press 24 network member institutions. In addition to its branch and ATM
networks, the Company operates a customer service center twenty-four hours a
day, seven days a week, that provides customer service and product information,
opens consumer banking accounts, and fills customer orders, including those from
its catalog of banking services.
Corporate Banking
The Company provides a comprehensive range of cash management, credit,
deposit, international banking, and related services to businesses, hospitals,
educational institutions, and local governments, with particular emphasis on the
Massachusetts middle market. Specialized products available to BayBanks'
business and governmental customers include personal computer-based cash
management services with which a customer may perform a range of deposit account
transactions; X-Press Trade(R), offering automated international letter of
credit services; BayBank X-Press Tax(R) for automated payroll tax depositing; a
Collateralized Municipal Money Market Account; and the Escrow Client Account
Service. BayBank also acts as corporate trustee for bond offerings and as
trustee or custodian for employee benefit and pension plans.
Specific lending groups focus on healthcare and educational institutions,
municipalities, retailers, automobile dealers, and emerging technology
companies. The Company also provides secured financing, in the form of
asset-based lending, leasing, and real estate lending, for commercial customers.
The Company's general corporate lending activities are directed toward small and
middle market companies in the New England region, with a primary emphasis on
Massachusetts enterprises.
Investment Services
The Company's subsidiaries offer a wide range of investment services to
individuals and business customers. The government and municipal securities
dealerships at BayBank Boston, N.A., participate in the underwriting of
Massachusetts municipal obligations and engage in private placement activities.
BayBanks Brokerage Services, Inc., provides retail brokerage services. BayBanks
Investment Management, Inc., a registered investment adviser, provides portfolio
advice and asset management for individuals and businesses and manages the
BayBank trust department's common and collective trust funds. As of December 31,
1993, the BayBank trust department had total assets of $5.2 billion under
management or in custody. BayBanks Investment Management, Inc., acts as
investment adviser to several portfolios of BayFunds, a proprietary mutual fund
family, and BayBank Boston, N.A. acts as investment adviser to one other
BayFunds portfolio. BayFunds added equity and bond portfolios to its existing
money market portfolio during the first quarter of 1993.
2
COMPETITION
The BayBanks operate in a highly competitive banking market. All of the
banks compete with other commercial banks in their respective service areas,
with several large commercial banks located in the City of Boston, and with a
number of large regional and national commercial banks located throughout the
country. Legislation enacted in recent years and changing regulatory
interpretations have substantially increased the geographic and product
competition among commercial banks, thrift institutions, mortgage companies,
leasing companies, credit unions, finance companies, and nonbanking
institutions, including mutual funds, insurance companies, brokerage firms,
investment banks, and a variety of financial services and advisory companies. In
the international business, the BayBanks compete with other domestic banks
having foreign operations and with major foreign banks and other financial
institutions.
GOVERNMENT MONETARY POLICY
The earnings and growth of the banking industry in general are affected by
the policies of regulatory authorities, including the Board of Governors of the
Federal Reserve System ("Federal Reserve Board"). An important function of the
Federal Reserve Board is to regulate the national money supply. Among the
instruments of monetary policy used by the Federal Reserve Board to implement
its objectives are open market operations in U.S. Government securities, changes
in the discount rates on member bank borrowings, and changes in amount or
methods of calculating reserve requirements against member banks' deposits.
These means, used in varying combinations, influence the overall growth of bank
loans, investments, and deposits as well as the rates charged on loans or paid
for deposits. The monetary policies of the Federal Reserve Board have had a
significant effect on the operating results of commercial banks in the past and
are expected to continue to have such an effect in the future. The effect of
such policies upon the future business and earnings of the Company cannot be
predicted.
GENERAL BANKING REGULATION
The Company is a bank holding company subject to supervision and regulation
by the Federal Reserve Board under the Bank Holding Company Act of 1956. As a
bank holding company, the activities of the Company and its bank and nonbank
subsidiaries are limited to the business of banking and activities closely
related or incidental to banking. The Company may not acquire the ownership or
control of more than 5% of any class of voting shares or substantially all of
the assets of any company, including a bank, without the prior approval of the
Federal Reserve Board. The Company is also subject to the Massachusetts and
Connecticut bank holding company laws that, respectively require the Company to
obtain the prior approval of the Massachusetts Board of Bank Incorporation and
the Connecticut Banking Commissioner for holding company mergers and bank
acquisitions.
The Company's largest subsidiary bank, BayBank, is subject to supervision
and examination by the Federal Deposit Insurance Corporation ("FDIC") and the
Commissioner of Banks of the Commonwealth of Massachusetts ("Bank
Commissioner"). BayBank Boston, N.A. and BayBank Connecticut, N.A., are national
banking associations subject to supervision and examination by the Office of the
Comptroller of the Currency ("OCC"). All of the Company's subsidiary banks are
insured by and subject to certain regulations of the FDIC. They are also subject
to various requirements and restrictions under federal and state law, which
include requirements to obtain regulatory approval of certain business
transactions, including establishing and closing bank branches; requirements to
maintain reserves against deposits; restrictions on the types and amounts of
loans that may be granted and the interest that may be charged thereon; and
limitations on the types of investments that may be made and the types of
services that may be offered. Various consumer laws and regulations also affect
the operations of the Company's subsidiary banks.
Under the Financial Institutions Reform, Recovery and Enforcement Act of
1989, a depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC in
connection with (i) the default of a commonly controlled FDIC-insured depository
institution or (ii) any assistance provided by the FDIC to a commonly controlled
FDIC-insured depository institution in danger of default. Because the Company is
a holding company, its right to participate in the assets of any
3
subsidiary upon the latter's liquidation or reorganization will be subject to
the prior claims of the subsidiary's creditors (including depositors in the case
of bank subsidiaries), except to the extent that the Company may itself be a
creditor with recognized claims against the subsidiary.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") provided for increased funding for FDIC deposit insurance and for
expanded regulation of the banking industry.
Among other things, FDICIA requires the federal banking regulators to take
prompt corrective action with respect to depository institutions that do not
meet minimum capital requirements. FDICIA establishes five capital ratio
categories: "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized."
A depository institution is well capitalized if it significantly exceeds
the minimum level required by regulation for each relevant capital measure,
adequately capitalized if it meets each such measure, undercapitalized if it
fails to meet any such measure, significantly undercapitalized if it is
significantly below any such measure, and critically undercapitalized if it
fails to meet any critical capital level set forth in the regulations. The
critical capital level must be a level of tangible equity equal to at least 2%
of total assets, but may be fixed at a higher level by regulation. A depository
institution may be deemed to be in a capitalization category that is lower than
is indicated by its actual capital position if it receives an unsatisfactory
examination rating and may be reclassified to a lower category by action based
on other supervisory criteria. For an institution to be well capitalized it must
have a total risk-based capital ratio of at least 10%, a Tier 1 risk-based
capital ratio of at least 6%, and a leverage ratio of at least 5% and not be
subject to any specific capital order or directive. For an institution to be
adequately capitalized it must have a total risk-based capital ratio of at least
8%, a Tier 1 risk-based capital ratio of at least 4%, and a leverage ratio of at
least 4% (3% in some cases).
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a dividend) or paying any management fee to
its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to
increased regulatory monitoring and growth limitations and are required to
submit capital restoration plans. A depository institution's holding company
must guarantee the capital plan, up to an amount equal to the lesser of 5% of
the depository institution's assets at the time it becomes undercapitalized or
the amount needed to comply with the plan. The federal banking agencies may not
accept a capital plan without determining, among other things, that the plan is
based on realistic assumptions and is likely to succeed in restoring the
depository institution's capital. If a depository institution fails to submit an
acceptable plan, it is treated as if it is significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets, and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized depository institutions are subject to appointment
of a receiver or conservator.
Each of the bank subsidiaries of the Company exceeds current minimum
regulatory capital requirements and qualify as well capitalized under the
regulations relating to prompt corrective action (see "Regulatory Capital
Requirements").
The FDIC has adopted regulations governing the receipt of brokered deposits
that require certain banks, depending on their capital ratios and other factors,
to obtain a waiver from the FDIC before they may accept brokered deposits, and
that limit the interest rates certain banks can offer on deposits. Although the
Company does not solicit brokered deposits, all of its bank subsidiaries are
free to do so without restraint under the regulation.
Under FDIC's risk-based deposit insurance premium system for the Bank
Insurance Fund ("BIF"), which went into effect on January 1, 1993, banks
currently pay within a range of 23 cents per $100 of domestic deposits (the
prior rate for all institutions) to 31 cents per $100 of domestic deposits,
depending on their risk classification. To arrive at a risk-based assessment for
each bank, the FDIC places the bank in one of nine risk categories, using a
two-step process based first on capital ratios and then on other relevant
supervisory information. Each institution is assigned to one of three groups
(well capitalized, adequately capitalized, or undercapitalized) based on its
capital ratios. For these purposes, a well capitalized institution is one that
has at
4
least a 10% total risk-based capital ratio, a 6% Tier 1 risk-based capital
ratio, and a 5% Tier 1 leverage capital ratio. An adequately capitalized
institution must have at least an 8% total risk-based capital ratio, a 4% Tier 1
risk-based capital ratio, and a 4% Tier 1 leverage capital ratio. An
undercapitalized institution is one that does not meet either of the foregoing
definitions. Each institution is also assigned to one of three supervisory
subgroups based on an evaluation of the risk posed by the institution to the
BIF. Well capitalized banks presenting the lowest risk to the BIF pay the lowest
assessment rate, while undercapitalized banks presenting the highest risk pay
the highest rate. The BayBanks' capital ratios at December 31, 1993, placed them
in the well capitalized category for assessment purposes. The assessment will
depend upon the level of deposit balances and the BayBanks' applicable risk
categories (see "Regulatory Capital Requirements").
Other significant provisions of FDICIA require federal banking regulators
to draft standards in a number of areas to assure bank safety and soundness,
including internal controls; credit underwriting; asset growth; management
compensation; ratios of classified assets to capital; and earnings. The
legislation also contains provisions that require the adoption of capital
guidelines applicable to interest rate risks; tighten independent auditing
requirements; restrict the activities and investments of state-chartered insured
banks; strengthen various consumer banking laws; limit the ability of
undercapitalized banks to borrow from the Federal Reserve's discount window; and
require regulators to perform annual on-site bank examinations and set standards
for real estate lending.
The full impact of FDICIA will not be completely known until the adoption
by the various federal banking agencies of all of the implementing regulations.
However, FDICIA has resulted in increased costs for the banking industry due to
higher FDIC assessments and increased compliance burdens. Otherwise, FDICIA has
not had an adverse effect on the Company's operations.
REGULATORY CAPITAL REQUIREMENTS
Under the three federal banking regulators' risk-based capital measures for
banks and bank holding companies a banking organization's reported balance sheet
is converted to risk-based amounts by assigning each asset to a risk category,
which is then multiplied by the risk weight for that category. Off-balance sheet
exposures are converted to risk-based amounts through a two-step process. First,
off-balance sheet assets and credit equivalent amounts (e.g., interest rate
swaps) are multiplied by a credit conversion factor depending on the defined
categorization of the particular item. Then the converted items are assigned to
a risk category that weights the items according to their relative risk.
The total of the risk-weighted on-and off-balance sheet amounts represents
a banking organization's risk-adjusted assets for purposes of determining
capital ratios under the risk-based guidelines. Risk-adjusted assets can either
exceed or be less than reported assets, depending on the risk profile of the
banking organization. Risk-adjusted assets for institutions such as the Company
will generally be less than reported assets because retail banking activities
include proportionally more residential real estate loans with a lower risk
rating and a relatively small off-balance sheet position.
A banking organization's total qualifying capital includes two components,
core capital (Tier 1 capital) and supplementary capital (Tier 2 capital). Core
capital, which must comprise at least half of total capital, includes common
stockholders' equity, qualifying perpetual preferred stock, and minority
interests, less goodwill. Supplementary capital includes the allowance for loan
losses (subject to certain limitations), other perpetual preferred stock,
certain other capital instruments, and term subordinated debt, which is
discounted at 20% a year during its final five years of maturity. The Company's
major capital components include stockholders' equity in core capital, and the
allowance for loan losses and grandfathered floating rate notes, subject to a
40% discounting in the fourth quarter of 1993, in supplementary capital.
At December 31, 1993, the minimum risk-based capital requirements were
4.00% for core capital and 8.00% for total capital. Federal banking regulators
have also adopted leverage capital guidelines to supplement the risk-based
measures. The leverage ratio is determined by dividing Tier 1 capital as defined
under the risk-based guidelines by average total assets (not risk-adjusted) for
the preceding quarter. The minimum leverage ratio is 3.00%, although banking
organizations are expected to exceed that amount by 100 or 200 basis points or
more, depending upon their circumstances.
5
At December 31, 1993, the Company's consolidated risk-based capital ratios
were 10.68% for core capital and 12.40% for total capital, and at December 31,
1992, were 10.37% and 12.30%, respectively. The Company's consolidated leverage
ratio was 7.26% at December 31, 1993, and 6.79% at December 31, 1992. These
ratios exceeded the minimum regulatory guidelines.
During the fourth quarter of 1992, the Company completed a public offering
of 2.3 million shares of common stock that raised $79.3 million in capital. The
Company contributed $8 million in capital to its subsidiaries during 1992 and
$22 million during 1993, with the remaining funds held in the parent company's
cash and securities portfolios. The Company reinstated its quarterly cash
dividend in the first quarter of 1993 at an initial rate of $.20 per share; an
equal amount was paid in the second quarter. In the third quarter of 1993, the
Company increased its quarterly cash dividend to $.25 per share, which dividend
was also paid in the fourth quarter. Total dividends declared for 1993 were $.90
per share. On January 27, 1994, the Board of Directors raised the quarterly
dividend amount when it declared a dividend of $.35 per share paid on March 1,
1994.
The following table presents the risk-based and leverage capital ratios
required for depository institutions to be considered well capitalized under
applicable federal regulations and the reported capital ratios of the Company
and its bank subsidiaries at December 31, 1993:
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RISK-BASED RATIOS
-------------------------------------------------------------
TIER 1 CAPITAL TOTAL CAPITAL LEVERAGE RATIO
----------------------------- ----------------------------- -----------------------------
REQUIRED TO BE REQUIRED TO BE REQUIRED TO BE
WELL CAPITALIZED(1) REPORTED WELL CAPITALIZED(1) REPORTED WELL CAPITALIZED(1) REPORTED
------------------- -------- ------------------- -------- ------------------- --------
BayBanks,
Inc.......... n/a% 10.68% n/a% 12.40% n/a% 7.26%
BayBank........ 6.00 8.99 10.00 10.72 5.00 6.18
BayBank Boston,
N.A.......... 6.00 10.24 10.00 12.19 5.00 6.14
BayBank
Connecticut,
N.A.......... 6.00 14.05 10.00 15.34 5.00 9.83
---------------
(1) Under Federal Prompt Corrective Action and Risk-based Deposit Insurance
Assessment Regulations.
n/a -- not applicable
The Company and its bank subsidiaries are not subject to any agreements or
understandings with their regulatory authorities and all prior regulatory
commitments made have been fulfilled.
STATISTICAL DISCLOSURES
Securities Act Guide 3, Statistical Disclosure by Bank Holding Companies,
requires certain statistical disclosures. The statistical information required
is either incorporated by reference from the Company's 1993 Annual Report as
indicated in the index below, presented in statistical tables within this
section, or is not applicable. This information should be read in conjunction
with the Financial Review incorporated by reference in Item 7 and the
consolidated financial statements and related notes incorporated by reference in
Item 8 in this report.
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PAGE OF 1993
ANNUAL REPORT
INCORPORATED BY PAGE IN
REFERENCE THIS REPORT
--------------- -----------
Distribution of Assets, Liabilities, and Stockholders' Equity; Interest
Rates and Interest Differential
Average balances....................................................... 34 --
Summary of operations*................................................. 35 --
Average yields and rates paid.......................................... 36 --
---------------
<FN>
* The caption "Dividends paid per share" in the Summary of operations should read "Dividends declared per
share."
6
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PAGE OF 1993
ANNUAL REPORT
INCORPORATED BY PAGE IN
REFERENCE THIS REPORT
--------------- -----------
Analysis of net interest income........................................ -- 8
Securities Portfolios
Book value by security type............................................ -- 9
Year-end maturities and yields of principal debt securities............ 25 --
Securities of an issuer in excess of 10% of stockholders' equity....... -- n/a
Loan Portfolio
Distribution of loans.................................................. 37 --
Maturity distribution of commercial and commercial real estate loans... -- 9
Nonperforming assets and accruing loans 90 days or more past due....... 37 --
Policy for placing loans on nonaccrual status.......................... 24 --
Interest income which would have been recorded on nonperforming loans
had they performed in accordance with their original terms vs.
interest income actually recorded on nonperforming loans............... 24 --
Foreign outstandings................................................... -- n/a
Loan concentrations.................................................... -- n/a
Other interest-bearing assets.......................................... -- n/a
Summary of Loan Loss Experience
Summary of loan loss experience........................................ -- 10
Discussion of additions to the allowance............................... 14-15 --
Distribution of allowance for loan losses.............................. -- 10
Deposits
Average balances of deposit categories................................. 34 --
Rates paid............................................................. 36 --
Foreign deposits in domestic offices................................... -- n/a
Remaining maturities of time deposits -- $100,000 or more.............. -- 11
Amount outstanding of time deposits -- $100,000 or more, issued by a
foreign office........................................................ -- n/a
Return on Equity and Assets
Return on average stockholders' equity................................. 35 --
Return on average total assets......................................... 35 --
Dividend payout ratio.................................................. -- *
Average equity to average assets ratio................................. -- **
Short-Term Borrowings...................................................... -- 11
---------------
n/a -- not applicable
* The dividend payout ratio was 25.2% in 1993 and 45.6% in 1989; the dividend
payout ratio was not meaningful in 1990. There were no dividends paid in 1991
or 1992.
** The average equity to average assets ratio was 7.01% in 1993, 5.67% in 1992,
5.10% in 1991, 5.55% in 1990, and 6.05% in 1989.
7
ANALYSIS OF NET INTEREST INCOME
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CHANGE DUE TO:
--------------------------
CHANGE LOWER
INCREASE IN INTEREST
(DECREASE) BALANCES RATES
--------- -------- ---------
(IN THOUSANDS ON A TAX EQUIVALENT BASIS)
1993 COMPARED WITH 1992(1)
Short-term investments........................... $ (2,994) $ (1,002) $ (1,992)
Securities portfolios(2)......................... (1,871) 10,670 (12,541)
Loans(3)......................................... (59,980) (12,128) (47,852)
--------- -------- ---------
Total.......................................... (64,845) (2,460) (62,385)
--------- -------- ---------
NOW & savings accounts........................... (15,264) 5,591 (20,855)
Money market deposit accounts.................... (31,255) (3,896) (27,359)
Consumer time.................................... (25,113) (9,876) (15,237)
Time--$100,000 or more........................... (1,162) (644) (518)
Short-term borrowings & long-term debt........... (567) 44 (611)
--------- -------- ---------
Total.......................................... (73,361) (8,781) (64,580)
--------- -------- ---------
Net interest income.............................. $ 8,516 $ 6,321 $ 2,195
--------- -------- ---------
--------- -------- ---------
1992 COMPARED WITH 1991
Short-term investments........................... $ (17,094) $ (3,105) $ (13,989)
Securities portfolios(2)......................... (13,392) 14,151 (27,543)
Loans(3)......................................... (126,652) (57,696) (68,956)
--------- -------- ---------
Total.......................................... (157,138) (46,650) (110,488)
--------- -------- ---------
NOW & savings accounts........................... (27,240) 19,085 (46,325)
Money market deposit accounts.................... (76,137) (12,008) (64,129)
Consumer time.................................... (48,241) (22,273) (25,968)
Time--$100,000 or more........................... (9,308) (7,871) (1,437)
Short-term borrowings and long-term debt......... (17,027) (12,214) (4,813)
--------- -------- ---------
Total.......................................... (177,953) (35,281) (142,672)
--------- -------- ---------
Net interest income.............................. $ 20,815 $(11,369) $ 32,184
--------- -------- ---------
--------- -------- ---------
---------------
(1) The rate/volume variance is allocated to the average balance category.
(2) Presented on a tax equivalent basis at the combined effective federal and
state tax rate of 43.2% for 1993 and 42.3% for 1992.
(3) Loan income includes loan fees, primarily related to commercial and
residential real estate loans, of $6.2 million in 1993, $6.8 million in
1992, and $7.4 million in 1991. Nonperforming loans (nonaccrual loans) are
included in average loan balances. Interest income is recorded on an
accrual basis. Thus, nonperforming loans do not contribute to net interest
income and affect the net interest margin.
8
SECURITIES AVAILABLE FOR SALE (1)
AT DECEMBER 31
[Download Table]
1993 1992
----------------------- -----------------------
ESTIMATED ESTIMATED
AMORTIZED MARKET AMORTIZED MARKET
COST VALUE COST VALUE
---------- ---------- ---------- ----------
(IN THOUSANDS)
U.S. Government............ $ 322,707 $ 325,984 $1,433,945 $1,440,821
State and local
governments.............. 18,964 18,968 -- --
Corporate and other........ 256,500 256,500 -- --
Mortgage-backed
securities............... 30,832 31,994 88,932 90,096
---------- ---------- ---------- ----------
$ 629,003 $ 633,446 $1,522,877 $1,530,917
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
---------------
(1) There were no securities available for sale as of December 31, 1991.
INVESTMENT SECURITIES
AT DECEMBER 31
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1993 1992 1991
--------------------- ----------------------- -----------------------
ESTIMATED ESTIMATED ESTIMATED
AMORTIZED MARKET AMORTIZED MARKET AMORTIZED MARKET
COST VALUE COST VALUE COST VALUE
--------- --------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
U.S. Government............ $1,203,315 $1,209,703 $ -- $ -- $ 627,050 $ 657,249
State and local
governments.............. 128,997 129,352 37,869 38,401 25,547 26,258
Mortgage-backed
securities............... -- -- -- -- 651,381 679,224
Asset-backed securities.... 204,798 204,086 -- -- -- --
Industrial revenue bonds... 59,958 59,958 75,938 75,938 91,345 91,345
Corporate and other........ 1,992 1,992 42,685 42,685 2,038 2,038
--------- --------- ---------- ---------- ---------- ----------
$1,599,060 $1,605,091 $ 156,492 $ 157,024 $1,397,361 $1,456,114
--------- --------- ---------- ---------- ---------- ----------
--------- --------- ---------- ---------- ---------- ----------
MATURITY DISTRIBUTION OF COMMERCIAL AND COMMERCIAL REAL ESTATE LOANS
AT DECEMBER 31, 1993
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AFTER ONE OVER
ONE YEAR BUT WITHIN FIVE
OR LESS FIVE YEARS(1) YEARS(1) TOTAL(2)
---------- ------------- ---------- ----------
(IN THOUSANDS)
Commercial..................................... $ 837,203 $ 401,474 $ 38,540 $1,277,217
Commercial real estate......................... 216,486 512,733 157,238 886,457
---------- ------------- ---------- ----------
$1,053,689 $ 914,207 $195,778 $2,163,674
---------- ------------- ---------- ----------
---------- ------------- ---------- ----------
---------------
(1) Of the total commercial and commercial real estate loans above with
remaining maturities in excess of one year, 50% have adjustable rates of
interest.
(2) Excludes $47,751 of commercial and $49,014 of commercial real estate
nonperforming loans.
9
SUMMARY OF LOAN LOSS EXPERIENCE
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1993 1992 1991 1990 1989
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
Loans outstanding at December 31..... $6,103,170 $5,937,999 $6,353,034 $7,130,341 $8,012,894
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Average loans........................ $5,910,489 $6,152,838 $6,735,040 $7,456,250 $7,816,071
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Allowance for Loan Losses
Beginning balance at January 1..... $ 192,700 $ 212,500 $ 214,203 $ 84,732 $ 52,732
Loans charged off:
Commercial...................... 24,231 62,437 73,833 57,735 24,158
Commercial real estate.......... 15,513 29,237 48,885 74,116 9,799
Residential mortgage............ 11,203 12,861 17,250 5,680 --
Instalment...................... 29,016 36,255 35,686 28,015 11,888
---------- ---------- ---------- ---------- ----------
Total loans charged off.... 79,963 140,790 175,654 165,546 45,845
---------- ---------- ---------- ---------- ----------
Recoveries:
Commercial...................... 11,778 6,660 2,254 1,081 990
Commercial real estate.......... 2,339 778 965 71 --
Residential mortgage............ 2,062 974 79 -- --
Instalment...................... 6,080 5,742 5,253 3,907 1,855
---------- ---------- ---------- ---------- ----------
Total recoveries........... 22,259 14,154 8,551 5,059 2,845
---------- ---------- ---------- ---------- ----------
Net loans charged off.............. 57,704 126,636 167,103 160,487 43,000
Provision for loan losses.......... 36,500 106,836 165,400 289,958 75,000
---------- ---------- ---------- ---------- ----------
Balance at December 31............. $ 171,496 $ 192,700 $ 212,500 $ 214,203 $ 84,732
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Ratio of net loans charged off during
period to average loans
outstanding........................ 0.98% 2.06% 2.48% 2.15% 0.55%
DISTRIBUTION OF ALLOWANCE FOR LOAN LOSSES (1)
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COMMERCIAL RESIDENTIAL
COMMERCIAL REAL ESTATE MORTGAGE INSTALMENT
LOANS LOANS LOANS LOANS TOTAL
---------- ----------- ----------- ---------- --------
(DOLLARS IN THOUSANDS)
December 31, 1993
Allowance amount.............. $ 47,298 $66,455 $21,621 $ 36,122 $171,496
Loan category to total
loans...................... 21.7% 15.3% 20.4% 42.6% 100.0%
December 31, 1992
Allowance amount.............. $ 67,800 $73,707 $22,060 $ 29,133 $192,700
Loan category to total
loans...................... 23.8% 17.2% 21.0% 38.0% 100.0%
December 31, 1991
Allowance amount.............. $ 90,444 $68,670 $22,641 $ 30,745 $212,500
Loan category to total
loans...................... 26.0% 19.1% 20.1% 34.8% 100.0%
December 31, 1990
Allowance amount.............. $ 96,499 $84,016 $ 9,712 $ 23,976 $214,203
Loan category to total
loans...................... 28.6% 19.9% 20.3% 31.2% 100.0%
December 31, 1989
Allowance amount.............. $ 30,909 $36,823 $ 2,000 $ 15,000 $ 84,732
Loan category to total
loans...................... 31.1% 19.8% 23.4% 25.7% 100.0%
---------------
(1) The distribution of the allowance for loan losses is based on an assessment
of an aggregate potential for future losses in the respective year-end loan
portfolios. While the allowance has been distributed to individual loan
categories, it is available to absorb losses in the total portfolio. The
distribution of the allowance includes both allocations assigned to
specifically identified problem loans and unallocated amounts that are not
specifically identified as to any individual loan. The unallocated amounts
related to commercial and commercial real estate loans were $85 million as
of December 31, 1993, as described in the CREDIT QUALITY section
incorporated by reference in Item 7 (see 1993 Annual Report, "Allowance for
Loan Losses," page 15).
10
REMAINING MATURITIES OF TIME DEPOSITS -- $100,000 OR MORE
AT DECEMBER 31, 1993
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TOTAL TIME
DEPOSITS--
$100,000 OR MORE
--------------------
(IN THOUSANDS)
90 days or less....................................................... $ 53,563
91-180 days........................................................... 9,030
181-365 days.......................................................... 7,296
Over one year......................................................... 10,201
----------
Total....................................................... $ 80,090(1)
----------
----------
---------------
(1) Included in this amount are $35 million of large certificates of deposits
and $45 million of consumer certificates of deposit of $100,000 or more.
SHORT-TERM BORROWINGS
[Enlarge/Download Table]
MAXIMUM
AMOUNT AVERAGE WEIGHTED WEIGHTED
BALANCE OUTSTANDING OUTSTANDING AVERAGE AVERAGE
OUTSTANDING AT DURING INTEREST RATE INTEREST RATE
AT DECEMBER 31 ANY MONTH-END THE YEAR AT YEAR-END DURING THE YEAR
-------------- ------------- ----------- ------------- ---------------
(DOLLARS IN THOUSANDS)
1993........ $507,820 $ 507,820 $ 150,608 3.10% 2.72%
1992........ 139,969 267,225 147,856 2.43 2.90
1991........ 122,829 553,744 367,934 3.91 5.44
11
ITEM 2. PROPERTIES.
BayBanks, Inc., and its subsidiaries occupy both owned and leased premises.
The offices occupied by the Company in Boston, Massachusetts, include its
principal executive offices and are leased from nonaffiliated companies.
Property occupied by the three subsidiary banks represents the majority of the
Company's property, and is generally considered to be in good condition and
adequate for the purpose for which it is used. Bank properties include bank
buildings and branches, and free-standing automated banking facilities. The
Company owns the 11-story 208,000 square foot headquarters building of BayBank,
its principal bank subsidiary, of which 5% is leased to nonaffiliates. Of the
201 branch offices of the subsidiary banks at December 31, 1993, 98 were located
in owned buildings and 103 were located in leased buildings. In addition, the
Company leases sites for 356 automated banking facilities.
In 1992, BayBank Systems, Inc., the Company's principal nonbank subsidiary,
occupied a new $38 million, 185,000 square foot owned technology center that
enabled the Company to consolidate personnel located in various leased and owned
locations, thereby increasing operating efficiency. Also during 1992, BayBank
Systems updated an adjoining 121,000 square foot owned facility that houses its
principal data processing equipment. At December 31, 1993, there was an
aggregate $38 million mortgage on these facilities to an affiliated bank at
market terms and in conformity with banking regulations that cover transactions
between affiliated parties.
ITEM 3. LEGAL PROCEEDINGS.
There were no material pending legal proceedings other than ordinary
routine litigation incidental to the conduct of the Company's business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of 1993.
12
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) The stock of BayBanks, Inc. is traded over the counter through the
NASDAQ National Market System under the symbol BBNK. The Quarterly Share
Data information that appears on page 38 in the Company's 1993 Annual
Report is incorporated herein by reference.
(b) As of March 10, 1994, there were approximately 4,500 holders of record
of the Company's common stock.
(c) The Company paid dividends of $.90 per share during 1993. The Company
paid a dividend quarterly from 1928 through 1990. During 1991 and 1992,
the Company did not pay any dividends. For additional information on
dividend payments, reference is made to the CAPITAL AND DIVIDENDS
section that is incorporated by reference from pages 15 and 16 of the
Company's 1993 Annual Report, and Note 1 to the consolidated financial
statements, incorporated by reference under Item 8.
ITEM 6. SELECTED FINANCIAL DATA.
The Average Balances and Summary of Operations* appearing on pages 34 and
35 of the Company's 1993 Annual Report are incorporated herein by reference.
* The caption "Dividends paid per share" in the Summary of operations should
read "Dividends declared per share."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS.
The Financial Review appearing on pages 4 through 16 of the Company's 1993
Annual Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following consolidated financial statements and notes thereto of the
Company and its subsidiaries appearing on pages 17 through 32 of the Company's
1993 Annual Report are incorporated herein by reference:
[Enlarge/Download Table]
PAGE OF 1993
ANNUAL
REPORT
------------
Independent Auditors' Report............................................. 17
Consolidated Balance Sheet -- December 31, 1993 and 1992................. 18
Consolidated Statement of Income -- Years Ended December 31, 1993, 1992,
and 1991............................................................... 19
Consolidated Statement of Changes in Stockholders' Equity -- Years Ended
December 31, 1993, 1992, and 1991...................................... 20
Consolidated Statement of Cash Flows -- Years Ended December 31, 1993,
1992, and 1991......................................................... 21
Notes to Financial Statements............................................ 22-32
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There have been no changes in or matters of disagreement on accounting and
financial disclosure with the Company's independent auditors.
13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information concerning directors on pages 1 through 4 of the Company's
proxy statement dated March 21, 1994, is incorporated herein by reference. The
following are the executive officers of the registrant as of March 15, 1994:
[Download Table]
AGE TITLE
---
William M. Crozier, Jr... 61 Chairman and President
John J. Arena............ 56 Vice Chairman
Donald L. Isaacs......... 46 Vice Chairman
Richard F. Pollard....... 61 Vice Chairman
Ilene Beal............... 48 Executive Vice President
Michael W. Vasily........ 49 Executive Vice President and Chief Financial
Officer
Joan E. Tonra............ 47 Senior Vice President and Controller
Mr. Crozier has been an officer of BayBanks, Inc. since 1967 and was
elected Chairman of the Board and Director in 1974. In 1977, Mr. Crozier was
elected to the additional post of President.
Mr. Arena has been a director since 1977 and was elected Vice Chairman in
1992 when he joined the Company to head its investment, private banking, and
personal trust services activities. Prior to joining the Company, Mr. Arena was
an independent investment management consultant from 1990 to 1992 and a trustee
of an investment management firm from 1987 to 1990.
Mr. Isaacs was elected Vice Chairman in 1992, Executive Vice President in
1985, Senior Vice President in 1979, and Vice President in 1978, and joined the
Company in 1974. Mr. Isaacs is also the Chairman and CEO of BayBank Systems,
Inc., the Company's technology subsidiary.
Mr. Pollard was elected Vice Chairman and Director in 1983 and Executive
Vice President in 1979 and had been a Senior Vice President since 1976. Mr.
Pollard is also President and CEO of BayBank Boston, N.A., and is the senior
lending officer of the Company.
Ms. Beal was elected Executive Vice President in 1985, Senior Vice
President in 1979, and Vice President in 1977, and has been with the Company
since 1972.
Mr. Vasily was elected Chief Financial Officer in 1991, Executive Vice
President in 1987, Senior Vice President in 1980, and Vice President upon
joining the Company in 1978, and was the Controller of the Company from 1983 to
1989.
Ms. Tonra was elected Senior Vice President of BayBanks, Inc., in 1985 and
Controller in 1989, and joined the Company in 1985. She is the Principal
Accounting Officer of the Company.
Information concerning reports of transactions in BayBanks, Inc. stock on
page 12 of the Company's proxy statement dated March 21, 1994 is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information concerning management remuneration and transactions on pages 5
through 7 of the Company's proxy statement dated March 21, 1994, is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information concerning securities ownership of management on pages 1 and 2,
and concerning securities ownership of certain beneficial owners on page 12, of
the Company's proxy statement dated March 21, 1994, is incorporated herein by
reference.
14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information concerning relationships and transactions of the Company's
executive officers and directors on page 4 of the Company's proxy statement
dated March 21, 1994, is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements
The following financial statements of the Company and its subsidiaries
included in its 1993 Annual Report are incorporated by reference in
Item 8:
Independent Auditors' Report
Consolidated Balance Sheet-December 31, 1993 and 1992
Consolidated Statement of Income-Years Ended December 31, 1993, 1992,
and 1991
Consolidated Statement of Changes in Stockholders' Equity-Years Ended
December 31, 1993, 1992, and 1991
Consolidated Statement of Cash Flows-Years Ended December 31, 1993,
1992, and 1991
Notes to Financial Statements
2. Financial Statement Schedules
All schedules are omitted because either the required information is
shown in the financial statements or notes incorporated by reference,
or they are not applicable, or the data is not significant.
3. Appendix containing narrative descriptions of graphical and image
material omitted from text of Form 10-K and from Exhibit 13 thereto.
4. Exhibits
See the Exhibit List and Index on pages 17 and 18.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the fourth quarter of 1993.
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BAYBANKS, INC.
(Registrant)
By: /s/ MICHAEL W. VASILY
MICHAEL W. VASILY
Executive Vice President
March 24, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 24, 1994, by the following persons on
behalf of the registrant and in the capacities indicated.
[Download Table]
/s/ WILLIAM M. CROZIER, JR. /s/ MICHAEL W. VASILY
WILLIAM M. CROZIER, JR. MICHAEL W. VASILY
Chairman of the Board, Executive Vice President and
President, and Director Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
/s/ JOHN J. ARENA /s/ JOAN E> TONRA
JOHN J. ARENA JOAN E. TONRA
Vice Chairman of the Board and Director Senior Vice President and Controller
(Principal Accounting Officer)
/s/ DONALD L. ISAACS /s/ RICHARD F. POLLARD
DONALD L. ISAACS RICHARD F. POLLARD
Vice Chairman of the Board and Director Vice Chairman of the Board and Director
/s/ JOHN A. CERVIERI JR. /s/ THOMAS R. PIPER
JOHN A. CERVIERI JR. THOMAS R. PIPER
Director Director
/s/ SAMUEL J. GERSON /s/ GLENN P. STREHLE
SAMUEL J. GERSON GLENN P. STREHLE
Director Director
/s/ NORMAN E. MACNEIL /s/ JOSEPH H. TORRAS
NORMAN E. MACNEIL JOSEPH H. TORRAS
Director Director
16
BAYBANKS, INC.
EXHIBIT LIST AND INDEX
[Enlarge/Download Table]
EXHIBIT
NO. DESCRIPTION
------------- ------------------------------------------------------------------------------
ARTICLES OF INCORPORATION AND BY-LAWS
3.1(a)* -- Articles of Organization as amended, through June 28, 1988 (Exhibit 4 to
Registration Statement No. 33-22834).
(b) -- Certificate of Vote of Directors Establishing a Series of a Class of Stock
filed
March 10, 1989.
(c)* -- Certificate of Vote of Directors adopted July 26, 1990, electing to have
certain Massachusetts legislation concerning the classification of boards of
directors apply to the Corporation (Exhibit 4.1(d) to June 30, 1990 Form
10-Q).
3.2* -- By-Laws as amended through August 24, 1989 (Exhibit 4 to September 30, 1989
Form 10-Q).
INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
4.1* -- Indenture dated as of January 15, 1969 (Exhibit 4(c) to Registration Statement
No. 2-31176).
4.2* -- Indenture dated as of September 15, 1985 (Exhibit 4.1 to Registration
Statement No. 33-00130).
4.3* -- Rights Agreement dated December 23, 1988 (Exhibit 1 to Registration Statement
on Form 8-A filed December 23, 1988).
4.4* -- Specimen Common Stock Certificate (Exhibit 4.5 of Registration Statement No.
33-50558).
4.5* -- The Registrant has certain long-term debt instruments under which the total
amount of securities authorized does not exceed 10% of the total assets of the
Registrant and its subsidiaries on a consolidated basis. The Registrant hereby
agrees to furnish a copy of any such instruments to the Commission upon
request.
MATERIAL CONTRACTS-EXECUTIVE COMPENSATION PLANS
10.1* -- 1978 Stock Option Plan for Key Employees of BayBanks, Inc., and Affiliates, as
amended (Exhibit 10.1 to 1991 Form 10-K).
10.2* -- 1988 Stock Option Plan for Key Employees of BayBanks, Inc., and Affiliates, as
amended. (Exhibit 10.2 to 1992 Form 10-K).
10.3* -- BayBanks, Inc., Incentive Compensation Plan, as amended (Exhibit 19.4 to June
30, 1991 Form 10-Q).
10.4* -- BayBanks, Inc., Compensation Plan for Directors, as amended (Exhibit 19.5 to
June 30, 1991 Form 10-Q).
10.5* -- 1990 Stock Plan for Directors as amended, renamed, and restated (Exhibit 19.1
to March 31, 1991 Form 10-Q).
10.6* -- 1982 Restricted Stock Plan for Key Employees of BayBanks, Inc., and
Affiliates, as amended (Exhibit 10.1 to June 30, 1993 Form 10-Q).
10.7 -- BayBanks Inc., 1994 Restricted Stock Plan.
10.8* -- BayBanks Supplemental Executive Retirement Plan (Exhibit 19.6 to June 30, 1991
Form 10-Q).
10.9* -- First Amendment dated February 26, 1992, to BayBanks Supplemental Executive
Retirement Plan (Exhibit 10.8 to 1991 Form 10-K).
17
[Enlarge/Download Table]
EXHIBIT
NO. DESCRIPTION
------------- ------------------------------------------------------------------------------
10.10* -- BayBanks Profit Sharing Excess Benefit Plan (Exhibit 10.1 to March 31, 1993
Form 10-Q).
10.11* -- BayBanks, Inc., Severance Benefits Plan, as amended and renamed (Exhibit 10.2
to June 30, 1993 Form 10-Q).
10.12* -- BayBanks Deferred Payment Plans Trust Agreement (Exhibit 19 to June 30, 1992
Form 10-Q).
MATERIAL CONTRACTS -- OTHER
10.13* -- ESOP Stock Purchase Agreement dated as of January 22, 1990, between the
Company and Marine Midland Bank, N.A., as Co-Trustee of the Savings, Profit
Sharing and Stock Ownership Plan for Employees of BayBanks, Inc., and
Affiliated Companies (Exhibit 10.8 to 1989 Form 10-K).
MISCELLANEOUS
11 -- Computation of Primary and Fully Diluted Earnings Per Share. See Page 19.
13 -- Portions of BayBanks, Inc., 1993 Annual Report to Stockholders.
22 -- Subsidiaries of the Registrant. See Page 20.
23 -- Consent of Independent Auditors. See Page 21.
99 -- Earnings Statement required by Section 11(a) of the Securities Act of 1933:
Consolidated Statement of Income for the year ended December 31, 1993 included
in Exhibit 13.
---------------
* Incorporated by reference to the document indicated in parentheses.
18
Dates Referenced Herein and Documents Incorporated by Reference
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