Bankboston Corp – ‘SC 13D’ on 1/17/97 re: MFN Financial Corp

As of:  Friday, 1/17/97   ·   Accession #:  929638-97-19   ·   File #:  5-40294

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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             13     39K 
 2: EX-99.1     Agreement and Plan of Merger                          90    265K 

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

SC 13D
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934 
(Amendment No. ________)* 

Mercury Finance Company 
(Name of Issuer)

Common Stock, par value $1.00 per share 
(Title of Class of Securities)

589395 10 2 
(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) 

JANUARY 10, 1997
(Date of Event which Requires Filing of this Statement) 

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

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).                                                                     

(Continued on following page(s))

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1.    NAME OF REPORTING PERSONS                                                 
S.S. OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS                    

Bank of Boston Corporation         04-2471221     

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)         
 N/A                                          (A)  [ ]
                                              (B)  [ ]

3.    SEC USE ONLY                                                              

4.    SOURCE OF FUNDS (SEE INSTRUCTIONS)                                        

OO
(See Item 3)

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO     
ITEMS 2(D) OR 2(E)                                              |X|             

6.    CITIZENSHIP OR PLACE OF ORGANIZATION                                      

Massachusetts 

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON                  
WITH:                                                                           
7.   SOLE VOTING POWER                                              

32,728,708
(subject to certain agreements described in Item 6 below) 

8.   SHARED VOTING POWER                                            

None

9.   SOLE DISPOSITIVE POWER                                         
32,708,333
(subject to certain agreements described in Item 6 below) 

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10.  SHARED DISPOSITIVE POWER                                       

375 

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

32,708,333

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN            
SHARES(SEE INSTRUCTIONS)                              [ ]           

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

15.5% of the Common Stock outstanding on January 10, 1997,
assuming consummation of the Merger.  

14.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                               

CO
HC

ITEM 1.    SECURITY AND ISSUER.                                                 

 This statement relates to the common stock, par value $1.00 per share
(the "Common Stock"), of Mercury Finance Company, a Delaware corporation (the   
"Company"). The principal executive offices of the Company are located at 100   
Field Drive, Suite 340, Lake Forest, Illinois 60045.                            

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
and joint ventures, is engaged in providing a wide variety of financial         
services to individuals, corporate and institutional customers, governments and 
other financial institutions. These services include personal banking, consumer 
finance, private banking, trust, mortgage origination, domestic corporate and   
investment banking, leasing, global banking, commercial real estate lending,    
correspondent banking, and securities and payments processing. The major        
banking subsidiaries of BKBC include The First National Bank of Boston,         
BayBank, N.A., Bank of Boston Connecticut and Rhode Island Hospital Trust       
National Bank.                                                                  

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

   (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).                                                                  

   (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, except that, on December 22, 1995, the 
Securities and Exchange Commission issued an order pursuant to Section 21C of   
the Securities Exchange Act of 1934 ("Exchange Act"), that BKBC cease and       
desist from violation of Section 13(a) of the Exchange Act and Rules 12b-20 and 
13a-13 thereunder. This order was based on a finding by a SEC administrative    
law judge that an Exchange Act report filed by BKBC in 1989 had been            
misleading.                                                                     

ITEM 3.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                   

 As more fully described in Item 4 below, pursuant to the terms of the
Merger Agreement (as defined below), BKBC will acquire, upon the occurrence of  
specified events, indirect beneficial ownership of 32,708,333 shares of Common  
Stock from the Company in exchange for the acquisition by the Company, through  
a merger, of Fidelity Acceptance Corporation, a Minnesota corporation and an    
indirect, wholly-owned subsidiary of BKBC ("Fidelity").                         

ITEM 4.    PURPOSE OF TRANSACTION.                                              

On January 10, 1997, BKBC, Fidelity and the Company entered into an 
Agreement and Plan of Merger (the "Merger Agreement") pursuant to which,        
subject to the satisfaction of certain conditions precedent, a wholly owned     
subsidiary of the Company to be organized under the laws of the State of        
Minnesota (the "Merger Subsidiary") will be merged into Fidelity (the           
"Merger"). Pursuant to the Merger Agreement, all of the shares of Fidelity      
capital stock outstanding at the effective time of the Merger (other than       
shares held by Fidelity as treasury stock) shall become and be converted into   
32,708,333 shares of Common Stock. At present, all of the outstanding stock of  
Fidelity is held by Bank of Boston Connecticut, an indirect, wholly owned       
subsidiary of BKBC, so that the foregoing shares of Common Stock of the Company 
would be issued to Bank of Boston Connecticut upon the closing of the Merger.   

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BKBC has, however, reserved the right to cause those shares of Common Stock to  
be issued instead to any other subsidiary of BKBC.                              

A copy of the Merger Agreement is included as an Exhibit hereto and 
incorporated herein by reference. Capitalized terms that are used but not       
defined herein are defined in the Merger Agreement. Fidelity will be the        
surviving corporation of the Merger with Merger Subsidiary and will continue    
its corporate existence under the laws of the State of Minnesota as a wholly    
owned subsidiary of the Company.                                                

     Pursuant to the Merger Agreement, so long as BKBC shall hold (directly or
indirectly) at least 10% of the issued and outstanding shares of the Company's  
Common Stock, BKBC shall be entitled to designate at least two, and in any      
event not less than a proportional number (based upon the percentage of the     
issued and outstanding shares of the Company's Common Stock held (directly or   
indirectly) by BKBC), of the members of the Board of Directors of the Company.  
So long as BKBC shall hold (directly or indirectly) less than 10% but at least  
5% of the issued and outstanding shares of the Company's Common Stock, BKBC     
shall be entitled to designate one member of the Board of Directors. All        
persons to be so designated by BKBC shall be subject to the approval of the     
Company. As soon as practicable after the Effective Time, BKBC's designees      
shall become members of the Board of Directors of the Company and the Board of  
Directors of the Company shall be expanded to the extent necessary to permit    
such designees to become members of the Board of Directors of the Company.      

See Item 6 below with respect to certain covenants made by BKBC with
respect to its ownership of Common Stock.                                       

    Except as set forth in this Item 4 or the Merger 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.                                                                            

Consummation of the Merger is subject to the receipt of regulatory  
approvals and certain other conditions customary in transactions of this        
nature.                                                                         

ITEM 5.    INTEREST IN SECURITIES OF THE ISSUER.                                

   (a)-(b) By reason of its execution of the Merger Agreement, pursuant to
Rule 13d-3(d)(1)(i) promulgated under the Act, BKBC may be deemed to have the   
right to acquire the Common Stock described in the Merger Agreement, as to      
which it would indirectly have sole voting and dispositive power and,           
accordingly, may be deemed to beneficially own 32,708,333 shares of Common      
Stock, or approximately 15.5% of the Common Stock outstanding on January 10,    
1997, assuming consummation of the Merger. Certain of BKBC's subsidiary banks   
act as trustees under trusts established by their customers. In that capacity,  
BKBC's subsidiary banks, in the aggregate, have (i) shared investment power     
over 375 shares of Common Stock and (ii) sole voting power over 20,375 shares   

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of Common Stock, and have neither sole investment power nor shared voting power 
over any shares of Common Stock.                                                

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

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

(d) Other than as may be provided in the applicable instrument with 
respect to each of the trusts described above, so long as the Merger has not    
been consummated pursuant to the Merger Agreement, 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.                      

Pursuant to the Merger Agreement, BKBC has agreed that, following   
consummation of the Merger, BKBC and/or its affiliates (i) will not directly of 
indirectly acquire beneficial ownership of any additional shares of any class   
of capital stock of the Company or other securities of the Company which are    
entitled to vote generally in the elections of directors ("Voting Stock"), any  
securities convertible into or exchangeable for Voting Stock, or any other      
right to acquire Voting Stock or authorize or make a tender, exchange or other  
offer for any Voting Stock; provided, however, that BKBC or its affiliates may  
acquire Voting Stock to obtain "Equity Accounting" treatment so long as such    
acquisition does not result in BKBC or its affiliates owning more than 20% of   
the Voting Stock then outstanding; (ii) will take such actions as may be        
required so that all shares of Voting Stock owned by BKBC and/or its affiliates 
are voted for nominees to the Board of Directors of the Company in accordance   
with the recommendation of the Board of Directors and, unless the Company       
otherwise consents in writing, take such actions as may be required so that all 
shares of Voting Stock owned by BKBC and its affiliates are voted in accordance 
with the recommendation of the Board of Directors of the Company; (iii) will be 
present, in person or by proxy, at all meetings of shareholders of the Company  
so that all shares of Common Stock held by BKBC and/or its affiliates may be    
counted for quorum purposes; (iv) will not deposit any shares of Voting Stock   
in a voting trust or, except as otherwise provided in the Merger Agreement,     
subject any Voting Stock to any arrangement or agreement with respect to the    
voting of such stock; (v) will not, without the Company's prior written         
consent, (a) solicit proxies with respect to any Voting Stock, become a         
"participant" in any "election contest", seek to advise, encourage or influence 
any Person with respect to the voting of any Voting Stock, initiate, propose or 

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otherwise solicit stockholders of Company for the approval of one or more       
stockholder proposals or induce or attempt to induce any other Person to        
initiate any stockholder proposal, or (b) make any proposal, whether written or 
oral, to the Board of Directors of Company, any director or officer of Company, 
or make any public announcement concerning such a proposal, with respect to a   
tender offer for any Voting Stock, a merger or other similar business           
combination, sale or transfer of all or substantially all of the assets,        
liquidation or other extraordinary corporate transactions, in each case,        
involving Company, or seek to affect or influence control of the Board of       
Directors of Company or make any public statement with respect thereto; (vi)    
will not join a partnership, limited partnership, syndicate or other group, or  
otherwise act in concert with any third person, for the purpose of acquiring or 
holding Voting Stock; and (vii) will not transfer any shares of Voting Stock    
except as in accordance with the terms of the Merger Agreement. None of the     
foregoing shall apply to any Voting Stock held by BKBC or its affiliates as     
trustee or in any other fiduciary capacity for the benefit of an unaffiliated   
third party. Furthermore, the foregoing obligations of BKBC or its affiliates   
concerning the Company's Voting Stock shall terminate upon BKBC and its         
affiliates owning Voting Stock having less than 3% of the combined voting power 
of all Voting Stock then outstanding.                                           

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

    The summaries of provisions of the Merger Agreement in this Schedule are
qualified in their entirety by reference to the Merger Agreement, which is      
filed as an Exhibit to this Schedule.                                           

ITEM 7.    MATERIAL TO BE FILED AS EXHIBITS.                                    

   EXHIBIT 1:  Agreement and Plan of Merger, dated as of January 10, 1997,
                by and among Bank of Boston Corporation, Fidelity Acceptance
Corporation and Mercury Finance Company.    

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SIGNATURES

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

BANK OF BOSTON CORPORATION                                                      

By:   /s/ Michael R. Garfield                                                   
Michael R. Garfield                                                 
Assistant Clerk                                                     

Dated: January 17, 1997                                                         

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SCHEDULE I

Directors and Executive Officers

Bank of Boston Corporation

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

Directors                   

Wayne A. Budd, Senior Vice President                      
NYNEX Corp.                                               
185 Franklin Street                                       
Boston, Massachusetts  02107                              

John A. Cervieri Jr., Chairman and President              
Property Capital Associates, Inc.                         
(real estate investment and consulting firm),             
Managing Trustee, Property Capital Trust, and             
Chairman of the Board                                     
and Chief Executive officer,                              
Americana Hotels and Realty Corporation                   
P.O. Box 554                                              
Narragansett, Rhode Island  02882                         

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

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

      William M. Crozier, Jr., Chairman of the Board of Bank of Boston
Corporation                                               

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

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

Thomas J. May, Chairman and Chief Executive Officer       
Boston Edison Company                                     
800 Boylston Street                                       
Boston, Massachusetts  02199                              

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

Henrique de Campos Meirelles, President and Chief         
Operating Officer                                         
Bank of Boston Corporation                                

Paul C. O'Brien                                           
President of The O'Brien Group, Inc.                      
(consulting services in community relations and           
external affairs)                                         
Two International Place, 23rd Floor                       
Boston, Massachusetts  02110                              

 Thomas R. Piper, Lawrence E. Fowraker Professor of Business
Administration, Harvard University,                       
Graduate School of Business Administration                
Morgan Hall-469                                           
Soldiers Field Road                                       
Boston, Massachusetts  92163                              

John W. Rowe                                              
President and Chief Executive Officer                     
New England Electric System                               
25 Research Drive                                         
Westborough, Massachusetts  01582                         

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Richard A. Smith, Chairman of the Board                   
Hartcourt General Inc.                                    
        (international and domestic publishing and executive outplacement)
  and The Neiman-Marcus Group, Inc. (retail specialty stores);
Chairman and Chief Executive Officer of GC Companies Inc. 
(exhibition of motion pictures)                           
27 Boylston Street                                        
Chestnut Hill, Massachusetts  02167                       

Glenn P. Strehle, Vice President for Finance and Treasurer
Massachusetts Institute of Technology                     
Building 4, Room 10                                       
77 Massachusetts Avenue                                   
Cambridge, Massachusetts  02139                           

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

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

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

Executive Officers

Guilliaem Aertsen IV                                      

Melville E. Blake III                                     

Robert L. Champion, Jr.                                   

Barbara F. Clark                                          

Edward P. Collins                                         

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Carlos Craide                                             

William M. Crozier, Jr.                                   

Helen G. Drinan                                           

Robert E. Gallery                                         

Charles K. Gifford                                        

Paul F. Hogan                                             

Thomas J. Hollister                                       

Ali Inanilan                                              

Ira A. Jackson                                            

Robert T. Jefferson                                       

John A. Kahnaty                                           

Lindsey C. Lawrence                                       

Michael R. Lezenski                                       

Mark A. MacLennan                                         

Peter J. Manning                                          

John L. Mastromarino                                      

Kathleen M. McGillycuddy                                  

David E. McKown                                           

Henrique de Campos Meirelles                              

Joanne E. Nuzzo                                           

Richard A. Remis                                          

Manuel R. Sacerdote                                       

William J. Shea                                           

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Gary A. Spiess                                            

Susannah M. Swihart                                       

Eliot N. Vestner                                          

Bradford H. Warner                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		1/17/97		8
		1/10/97		1		7			8-K
		12/22/95		4					8-K,  SC 13D
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