Bankboston Corp – ‘SC 13D’ on 10/20/95 re: Boston Bancorp

As of:  Friday, 10/20/95   ·   Accession #:  950109-95-4239   ·   File #:  5-36743

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             15     46K 
 2: EX-2        Agreement and Plan of Reorganization                  63    248K 
 3: EX-99       Stock Option Agreement                                14     50K 

SC 13D   —   General Statement of Beneficial Ownership
Document Table of Contents

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

SCHEDULE 13D  

Under the Securities Exchange Act of 1934 
(Amendment No. ________)  

The Boston Bancorp  
--------------------------------------------------------------------------------
(Name of Issuer)  

Common Stock  
--------------------------------------------------------------------------------
(Title of Class of Securities)  

100548106 
----------------------------------------  
(CUSIP Number)  
Gary A. Spiess, General Counsel and Clerk 
Bank of Boston Corporation, 100 Federal Street  
Boston, Massachusetts 02110  (617)434-2870  
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and 
Communications) 

October 10, 1995  
----------------------------------------  
(Date of Event which Requires Filing of this Statement) 

If the filing person has previously filed a statement 13G to report the         
acquisition which is the subject of this Schedule 13D, and is filing this       
schedule because of Rule 13d-1(bX3) or (4), check the following box  [_].       

Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting 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.)                                                               

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be    
sent.                                                                           

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           
disclosures provided in a prior cover page.                                     

The information required on 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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SCHEDULE 13D  

-----------------------                                  ---------------------  
CUSIP NO. 100548106                                  PAGE  2  OF  10 PAGES  
                                                  ---    ---
-----------------------                                  ---------------------  

------------------------------------------------------------------------------  
NAME OF REPORTING PERSON                                            
I.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   
1                                                                             

Bank of Boston Corporation          04-2471221                  
------------------------------------------------------------------------------  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                   
2                                                                     (a) [_] 
                                                                     (b) [_]

------------------------------------------------------------------------------  
SEC USE ONLY                                                        
3                                                                             

------------------------------------------------------------------------------  
SOURCE OF FUNDS                                                     
4                                                                             

WC                                                                  
------------------------------------------------------------------------------  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5    ITEMS 2(b) OR 2(e)                                                   [_] 

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

Massachusetts                                                       
------------------------------------------------------------------------------  
SOLE VOTING POWER           
7                                     
NUMBER OF                                                             
1,038,420                   
    SHARES       -----------------------------------------------------------
SHARED VOTING POWER         
BENEFICIALLY      8                                                       

OWNED BY                                                              
                 -----------------------------------------------------------
EACH               SOLE DISPOSITIVE POWER                         
9                                     
REPORTING                                                               
1,038,420                   
    PERSON       -----------------------------------------------------------
SHARED DISPOSITIVE POWER    
WITH          10                                                  

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

1,038,420                                                           
------------------------------------------------------------------------------  
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12                                                                         [_]  

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

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

HC. CO                                                              
------------------------------------------------------------------------------  

*SEE INSTRUCTION BEFORE FILLING OUT!  
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7  
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 

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Item 1.  Security and Issuer                                                    

    This statement relates to the common stock, par value $1.00 per share (the
"Common Stock"), of The Boston Bancorp., a Massachusetts corporation (the       
"Company").  The principal executive offices of the Company are located at 460  
West Broadway, South Boston, Massachusetts 02127.                               

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.                                                                         

  (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 1,308,420 shares of Common    
Stock from the Company at a price of $33.00 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 October 10, 1995, BKBC and the Company entered into an Agreement and
Plan of Reorganization (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 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 converted into the number of shares of   
common stock, par value $2.25 per                                               

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share, of BKBC ("BKBC Common Stock") equal to the Conversion Number. The        
Conversion Number shall be equal to the quotient of dividing                    

    (i)   the sum of (A) the Adjusted Net Worth of the Company as of the close
      of business on the Measurement Date, (B) $40,640,806.00, (C) the
        product of $40,000.00 and the number of days after the Measurement
   Date to and including the Closing Date, and (D) the aggregate
    exercise price of all options to purchase Company Common Stock
      outstanding at the close of business on the Measurement Date, by

(ii)  the product of (A) Average Closing Price, and (B) the sum of the
      number of shares of Company Common Stock and options to purchase
      Company Common Stock outstanding at the close of business on the
Measurement Date.                                         

A copy of the Merger Agreement is attached hereto as Exhibit 2 and    
incorporated herein by reference and the summary contained herein of its        
provisions is qualified in its entirety by reference to the Merger Agreement.   
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 and will 
continue its corporate existence under the laws of the State of Massachusetts.  
The directors and officers of the surviving corporation will be the directors   
and officers of the Merger Subsidiary immediately prior to the effective time of
the Merger. The Articles of Organization and By-Laws of the surviving           
corporation will be the Articles of Organization and By-Laws of the Company in  
effect at the effective time of the Merger. The authorized capital stock of the 
Company after the effective time of the Merger shall be as stated in the        
Articles of Organization of the Company immediately prior to the Effective Time.

Consummation of the Merger is subject to approval of the Company's    
stockholders, receipt of regulatory approvals, completion by the Company of     
certain specified preclosing transactions and certain other conditions customary
in transactions of this nature.  The preclosing transaction to be completed by  
the Company include among others the conversion of most of the                  

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Company's $1.6 billion investment portfolio into cash equivalents for           
reinvestment by BKBC after the closing, and the sale of the Company's $130      
million multifamily and commercial real estate loan portfolio.                  

   Simultaneously with the execution of the Merger Agreement, on October 10,
1995, BKBC and the Company entered into a Stock Option Agreement (the "Stock    
Option Agreement"). A copy of the Stock Option Agreement is attached hereto as  
Exhibit 99 and incorporated herein by reference and the following summary of its
provisions herein is qualified in its entirety by reference to the Stock Option 
Agreement.                                                                      

    Pursuant to the Stock Option Agreement, the Company granted BKBC an option
(the "Option") to purchase, subject to adjustment in certain events, up to      
1,038,420 authorized but unissued shares (the "Option Shares") of Common Stock  
for $33.00 per share.  The Option becomes exercisable in whole or in part, after
the occurrence of the following events:                                         

    (i) (a) the Company or any of its subsidiaries enters into an agreement to
engage in, or the Company's Board of Directors recommends approval of, (X) a    
merger or consolidation, or any similar transaction, (Y) an acquisition of all  
or substantially all of the assets of the Company or any of its significant     
subsidiaries or (Z) an acquisition of 10% or more of the voting power of the    
Company or any of its significant subsidiaries, in each case with any person    
other than BKBC or its subsidiaries, or (b) any person, other than BKBC or its  
subsidiaries or the Company in a fiduciary capacity, acquires beneficial        
ownership of 10% or more of the outstanding shares of Common Stock (if such     
person owned less than 10% of the outstanding shares of the Common Stock as of  
the date of the Stock Option Agreement), or any person shall have acquired      
beneficial ownership of an additional three percent (3%) of the outstanding     
shares of common stock (if such person owned 10% or more of the outstanding     
shares of the Common Stock as of the date of the Stock Option Agreement), or (c)
any person, other than BKBC or its subsidiaries, publicly proposes any          
acquisition transaction described in clause (a) above (an "Acquisition          
Transaction"), or (d) after any person, other than BKBC or its subsidiaries, has
proposed an                                                                     

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Acquisition Transaction, the Company breaches certain covenants or obligations  
in the Merger Agreement and such breach (X) would entitle BKBC to terminate the 
Merger Agreement and (Y) is not remedied before the date of BKBC's notice to the
Company exercising the Option, or (e) any person, other than BKBC or its        
subsidiaries, without BKBC's consent, files an application or notice with any   
federal or state bank regulatory authority to engage in an Acquisition          
Transaction, and                                                                

   (ii) (a) any person acquires beneficial ownership of 17.5% or more of the
then outstanding Common Stock, or (b) any of the events described in clause (a) 
of paragraph (i) above occurs, except that the percentage referenced in clause  
(Z) shall be 17.5%.                                                             

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

The Option will no longer be exercisable upon the earliest of (i) the 
effective time of the Acquisition Merger, (ii) the termination of the Merger    
Agreement if termination occurs before an Initial Triggering Event (as defined  
in the Stock Option Agreement) and (iii) nine months after the Merger Agreement 
is terminated if termination occurs after an Initial Triggering Event.          

    As more fully set forth in the Stock Option Agreement, (i) the Company has
a right of first refusal under specified circumstances with respect to certain  
proposed dispositions by BKBC of the Option Shares, (ii) the Company has the    
right to purchase Option Shares held by BKBC under certain circumstances, and   
(iii) BKBC (or a subsequent holder of the Option or Option Shares) has the right
under specified circumstances to require the Company to repurchase the Option or
Option Shares.                                                                  

  The 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 Common   
Stock will fall below 300 persons and the Common Stock will become eligible for 
deregistration pursuant to Section 12(g)(4) of the Exchange Act.                

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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 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 1,038,420     
shares of Common Stock, or approximately 16.6% of the Common Stock outstanding  
on September 30, 1995 assuming exercise of the Option.                          

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) 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) 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 provides for certain specified   
preclosing transactions by the Company and 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         

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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, 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 2  --   Agreement and Plan of Reorganization, dated as of
                      October 10, 1995, between Bank of Boston Corporation
and The Boston Bancorp.       

       Exhibit 99 --   Stock Option Agreement, dated as of October 10, 1995,
                   between Bank of Boston Corporation and The Boston
Bancorp.                      

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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:  October 20, 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.  Each of  
the persons listed below with an asterisk following his or her name is a        
director of BKBC.                                                               

                                                                [Download Table]

                         Present Principal Occupation                  
                              or Employment and                        
 Name and                Principal Business of Corporation             
Business Address         in which Employment is Conducted              
----------------         --------------------------------              
                                                                       
Guilliaem Aertsen IV     Group Executive, Global Capital Markets & Real
                         Estate                                        

Melville E. Blake III    Executive Director, Strategic Planning        

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

Robert L. Champion, Jr.  Executive Director, Corporate Administrative  
                         Services                                      

Barbara F. Clark         Group Executive, Media & Communications       

Edward P. Collins        Group Executive, US Corporate Banking,        
                         Leasing & Asset Based Lending                 

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

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                                                        [Enlarge/Download Table]

                                 Present Principal Occupation                            
                                      or Employment and                                  
   Name and                      Principal Business of Corporation                       
Business Address                 in which Employment is Conducted                        
----------------                 --------------------------------                        

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

Helen G. Drinan                  Executive Director of Human Resources                   

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

Robert E. Gallery                Group Executive, NE Large Corporate Banking             
                                 & NE Corporate Banking, CT, RI                          

Charles K. Gifford*              Chairman, Chief Executive Officer and President         

Susan P. Haney                   Group Executive, The Private Bank                       

Paul F. Hogan                    Executive Director, Credit & Loan Review                

Thomas J. Hollister              Group Executive, Retail & Small Business                

Ira Jackson                      Executive Director, External Affairs                    

Robert T. Jefferson              Comptroller                                             

David W. Kruger                  Group Executive, Global Products and Marketing          
                                 & Asia/Pacific                                          

Michael R. Lezenski              Executive Director, Technology and System               
                                 Services, Chief Technology Officer                      

Mark A. MacLennan                Group Executive, Multinational, Europe, Central         
                                 America/Caribbean, International Financial              
                                 Institutions and International Private Banking          

Peter J. Manning                 Executive Director, Mergers & Acquisitions, Audit & Risk
                                 Review                                                  

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

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                                                                [Download Table]

                                 Present Principal Occupation               
                                      or Employment and                     
   Name and                      Principal Business of Corporation          
Business Address                 in which Employment is Conducted           
----------------                 --------------------------------           

                                                                            
David E. McKown                  Group Executive, Entrepreneurial Lending   

Henrique Meirelles               Regional Manager, Brazil                   

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

Joanne E. Nuzzo                  Executive Director, Banking Operations     

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

Edward A. O'Neal                 Vice Chairman                              

William H. Ott                   Group Executive, Consumer Finance          

Joe K. Pickett                   Group Executive, Mortgage Banking          

Richard A. Remis                 Group Executive, NE Corporate Banking-MA   
                                 & NH, Financial Institutions               

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

Manuel R. Sacerdote              Regional Manager, Southern Cone (Argentina,
                                 Uruguay, Chile)                            

Willliam J. Shea                 Vice Chairman, Chief Financial Officer     
                                 and Treasurer                              

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

Gary A. Spiess                   General Counsel and Clerk                  

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                                                                [Download Table]

                           Present Principal Occupation                        
                                or Employment and                              
   Name and                Principal Business of Corporation                   
Business Address           in which Employment is Conducted                    
----------------           --------------------------------                    

                                                                               
Susannah M. Swihart        Group Executive, Specialized Finance                

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

Eliot N. Vestner           Executive Counsel, Regulatory Affairs               

Bradford H. Warner         Group Executive, Treasury                           

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

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

__________________________                                                      
* Director of BKBC                                                              

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INDEX TO EXHIBITS 

Exhibit                                                                   
Number                 Exhibit                                            
2       --           Agreement and Plan                               
  of Reorganization, dated as of
    October 10, 1995 between Bank of
             Boston Corporation and The Boston Bancorp

99       --           Stock Option Agreement, dated as of               
    October 10, 1995 between Bank of
             Boston Corporation and The Boston Bancorp

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		10/20/95		10
		10/10/95		1		15			8-K
		9/30/95		8					10-Q
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