AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1998
REGISTRATION NO.As filed with the Securities and Exchange Commission on April 11, 2000
Registration No. 333-
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- -------------------------------------------------------------------------------================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AND POST-EFFECTIVE AMENDMENT NO.and Post-Effective Amendment No. 1 TO REGISTRATION STATEMENT NO. 333-2143
--------------to
Registration Statement No. 333-49143
----------------------
STATE STREET CORPORATION MASSACHUSETTS 04-2456637
STATE STREET CAPITAL TRUST I DELAWARE 13-7147837
STATE STREET CAPITAL TRUST II DELAWARE 13-7147835
STATE STREET CAPITAL TRUST III DELAWARE 13-7147836
STATE STREET CAPITAL TRUST IV DELAWARE 06-6492651
(Exact name of each registrant (State or other (I.R.S. Employer
as specified in its charter) jurisdiction of each registrant (State or other jurisdiction (I.R.S. Employer
as specified in its charter) of incorporation or organization) Identification Number)
incorporation or
organization)
--------------
----------------------
225 FRANKLIN STREET
BOSTON, MASSACHUSETTSFranklin Street
Boston, Massachusetts 02110
(617) 786-3000
(Address, including zip code, and telephone number,
including area code, of each registrant's principal executive offices)
------------------------------------
MAUREEN SCANNELL BATEMAN, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
STATE STREET CORPORATIONExecutive Vice President and General Counsel
State Street Corporation
225 FRANKLIN STREET
BOSTON, MASSACHUSETTSFranklin Street
Boston, Massachusetts 02110
(617) 786-3000
(Name and address, including zip code, and telephone number,
including area code, of agent for service of process for each registrant)
--------------
WITH COPIES TO:
ROBERT F. HAYES,----------------------
With copies to:
MARK V. NUCCIO, ESQ. B. ROBBINS KIESSLING, ESQ.
ROPESRopes & GRAY CRAVATH, SWAINEGray Cravath, Swaine & MOORE
ONE INTERNATIONAL PLACE WORLDWIDE PLAZA,Moore
One International Place Worldwide Plaza, 825 EIGHTH AVENUE
BOSTON, MASSACHUSETTSEighth Avenue
Boston, Massachusetts 02110 NEW YORK, NEW YORKNew York, New York 10019
(617) 951-7000 (212) 474-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]|_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]|X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering: [_]|_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]|_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [X]|X|
CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF BE REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED- ------------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to offering price per unit aggregate offering registration
securities to be registered be registered (1)(2) price (1)(3)(4) UNIT(4)(5)(6) PRICE(4)(5)(6) FEE(3) fee (3)
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Debt Securities and
Preferred Stock (no par
value) of State Street Corporation(5).........
- ------------------------------------------------------Corporation (4)
..................................................
Preferred Stock of State Street Corporation, no
par value (5) (6) ................................
Depositary Shares (6) ...........................
Common Stock of State Street Corporation, par
value $1.00 per share (7) ........................
Warrants (8) .....................................
Capital Securities of State Street Capital Trust I................
- ------------------------------------------------------II
(9) .............................................. (11) (11) (11) (11)
Capital Securities of State Street Capital Trust
II............... (8) (8) (8) (8)
- ------------------------------------------------------III (9) ..........................................
Capital Securities ofOf State Street Capital Trust
III..............
- ------------------------------------------------------IV (9) ...........................................
Guarantees of Capital Securities of State Street
Capital Trust I,II, State Street Capital Trust IIIII
and State Street Capital Trust IIIIV by State Street
Corporation and certain back-up undertakings(7)........undertakings
(10) .............................................
- -----------------------------------------------------------------------------------------------
Total................... $350,000,000------------------------------------------------------------------------------------------------------------------------------------
Total $1,000,000,000 (1) 100% $350,000,000 $120,689.65(3)$1,000,000,000 (1) $211,200 (3)
- ------------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Or, if any Debt Securities are issued with a principal amount denominated
in a foreign currency, such principal amount as shall not exceed anIn no event will the aggregate initial offering price of together with that ofall securities
issued from time to time pursuant to this Registration Statement exceed
$1,000,000,000 or the Preferred
Stock, if any, $350,000,000.
(2) Or, if anyequivalent thereof in one or more foreign currencies,
foreign currency units, or composite currencies. If Debt Securities are issued
at original issue discount, State Street Corporation may issue such greaterhigher
principal amount as shall not exceedmay be sold for an aggregate initial public offering price of together with thatup to
$1,000,000,000 (less the dollar amount of any securities previously issued
hereunder), or the Preferred Stock, if any, $350,000,000.
(3)equivalent thereof in one or more foreign currencies, foreign
currency units, or composite currencies. Pursuant to Rule 429 under the
Securities Act of 1933, $350,000,000$200,000,000 of debt securities and preferred stock are
being carried forward from Registration Statement No. 333-2143333-49143 for inclusion in
the Prospectus filed herewith. The aggregate amount of the Common Stock issued
hereunder is further limited to that which is permissible under Rule 415(a)(4)
under the Securities Act of 1933. The securities registered hereunder may be
sold separately or as units with other securities registered hereunder.
(2) The proposed maximum offering price per unit will be determined from time to
time by the Registrant in connection with the issuance by the Registrant of the
securities registered hereunder.
(3) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(o) under
the Securities Act of 1933. A registration fee of $120,689.65$68,966 has been previously
paid with respect to suchthe debt securities and preferred stock.stock being carried
forward from Registration Statement No. 333-49143.
(4) SuchSubject to note (1) above, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold, from time to
time at indeterminate prices, by the Registrant.
(5) Subject to note (1) above, there is being registered hereunder an
indeterminate number of shares of Preferred Stock as may be sold, from time to
time at indeterminate prices, by the Registrant.
(6) Subject to note (1) above, there is being registered hereunder an
indeterminate number of Depositary Shares to be evidenced by Depositary Receipts
issued pursuant to a Deposit Agreement. In the event the Registrant elects to
offer to the public fractional interest in shares of Preferred Stock registered
hereunder, Depositary Receipts will be distributed to those persons purchasing
such fractional interests and the shares of Preferred Stock will be issued to
the Depositary under the Deposit Agreement.
(7) Subject to note (1) above, there is being registered hereunder an
indeterminate number of shares of Common Stock as may be sold, from time to time
at indeterminate prices, by the Registrant.
(8) Subject to note (1) above, there is being registered hereunder an
indeterminate amount and number of Warrants, representing rights to purchase
Debt Securities, Preferred Stock or Common Stock registered hereunder.
(9) Subject to note (1) above, there is being registered hereunder an
indeterminate number of Capital Securities of State Street Capital Trust I, State Street Capital Trust II, and
State Street Capital Trust III and suchState Street Capital Trust IV and an
indeterminate principal amount of Junior Subordinated Deferrable Interest
Debentures and Debt Securities and number of shares of Preferred
Stock of State Street Corporation, as may from time to time be issued at
indeterminate prices.Debentures. Junior Subordinated Deferrable Interest Debentures may be issued and
sold to State Street Capital Trust I,II, State Street Capital Trust IIIII or State
Street Capital Trust III.IV. Such Junior Subordinated Deferrable Interest Debentures
may later be distributed to the holders of Capital Securities upon termination
of State Street Capital Trust I,II, State Street Capital Trust IIIII or State Street
Capital Trust IIIIV and the distribution of assets thereof.
(5) Estimated solely for(10) Includes the purpose of calculating the registration fee
pursuant to Rule 457. The aggregate public offering price of the Capital
Securitiesobligations of State Street CapitalCorporation under (i) the Amended
Trust I,Agreement of each of State Street Capital Trust II and State Street
Capital Trust III and the Debt Securities and Preferred
Stock of State Street Corporation registered hereby will not exceed
$350,000,000.
(6) Exclusive of accrued interest and distributions, if any.
(7) Includes the obligations of State Street Corporation under (i) the Amended
and RestatedThe Trust Agreement of each of State Street Capital Trust I,
State Street Capital Trust II and State Street Capital Trust III,IV, (ii)
the Guarantees issued with respect to the Capital Securities issued by such
Trust,Trusts, (iii) the Junior Subordinated Deferrable Interest Debentures purchased
by such Trust and the related Indenture, including the agreement of State Street
Corporation (contained in each Amended and Restated Trust Agreement contained in
the Supplemental Indenture) to pay all trust obligations other than the Capital
Securities and the Common Securities, all as described in the Base Prospectus
and the Prospectus Supplement included in this Registration Statement. No
separate consideration will be received for these obligations or for the
Guarantees.
(8)(11) Not applicable pursuant to General Instruction II.D. of Form S-3.
--------------
THIS REGISTRATION STATEMENT, WHICH IS A NEW REGISTRATION STATEMENT, ALSO
CONSTITUTES POST-EFFECTIVE AMENDMENT NO.----------------------
This Registration Statement, which is a new Registration Statement, also
constitutes Post-Effective Amendment No. 1 TO REGISTRATION STATEMENT NO. 333-
2143 OF STATE STREET CORPORATION (THEN CALLED STATE STREET BOSTON CORPORATION)
WHICH WAS DECLARED EFFECTIVE ON APRIL 23, 1996. SUCH POST-EFFECTIVE AMENDMENT
SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS
REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES
ACT OF 1933. PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE
PROSPECTUS FILED AS PART OF THIS REGISTRATION STATEMENT ALSO CONSTITUTES A
PROSPECTUS FOR REGISTRATION STATEMENT NO. 333-2143; THE $350,000,000 AGGREGATE
AMOUNT OF DEBT SECURITIES AND PREFERRED STOCK REMAINING UNSOLD FROM
REGISTRATION STATEMENT NO. 333-2143 WILL BE COMBINED WITH THE CAPITAL
SECURITIES, DEBT SECURITIES, PREFERRED STOCK AND GUARANTEES TO BE REGISTERED
PURSUANT TO THIS REGISTRATION STATEMENT TO ENABLE STATE STREET CORPORATION TO
OFFER AN AGGREGATE AMOUNT OF $350,000,000 OF ANY COMBINATION OF ITS DEBT
SECURITIES AND PREFERRED STOCK AND TO ENABLE STATE STREET CAPITAL TRUST I,
STATE STREET CAPITAL TRUST II AND STATE STREET CAPITAL TRUST III TO OFFER AN
AGGREGATE AMOUNT OF $350,000,000 OF CAPITAL SECURITIES PURSUANT TO THIS
COMBINED PROSPECTUS.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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- -------------------------------------------------------------------------------
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PRELIMINARY PROSPECTUS SHALL NOT CONSTITUTE AN OFFER +
+TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF +
+THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD +
+BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS +
+OF ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED APRIL 1, 1998
$350,000,000
STATE STREET CORPORATION
DEBT SECURITIES
PREFERRED STOCK
----------
STATE STREET CAPITAL TRUST I
STATE STREET CAPITAL TRUST II
STATE STREET CAPITAL TRUST III
CAPITAL SECURITIES
FULLY AND UNCONDITIONALLY
GUARANTEED BY
STATE STREET CORPORATION
----------to Registration Statement No.
333-49143 of State Street Corporation which was declared effective on April 15,
1998. Such Post-Effective Amendment shall hereafter become effective
concurrently with the effectiveness of this Registration Statement and in
accordance with Section 8(c) of the Securities Act of 1933. Pursuant to Rule 429
under the Securities Act of 1933, the Prospectus filed as part of this
Registration Statement also constitutes a Massachusetts corporation ("Prospectus for Registration Statement
No. 333-49143; the $200,000,000 aggregate amount of debt securities and
preferred
stock remaining unsold from Registration Statement No. 333-49143 will be
combined with the Capital Securities, Common Stock, Debt Securities, Preferred
Stock and Guarantees to be registered pursuant to this Registration Statement to
enable State Street" or the
"Corporation"), may from timeStreet Corporation to time offer in one or more series or issuances
(i) sharesan aggregate amount of $1,000,000,000
of any combination of its preferred stock, no par value (the "Preferred Stock"),Common Stock, Debt Securities and (ii) its unsecured debt securities (the "Debt Securities") which may be either
senior debt securities ("Senior Debt Securities"), subordinated debt securities
("Subordinated Debt Securities") or junior subordinated debentures ("Junior
Subordinated Debentures"). State Street Capital Trust I,Preferred Stock and
to enable State Street Capital Trust II, State Street Capital Trust III and
State Street Capital Trust III, each a statutory business trust
created under the lawsIV to offer an aggregate amount of the State$1,000,000,000 of Delaware (each, an "Issuer Trust" and
collectively, the "Issuer Trusts"), may severally offer, from time to time,
preferred undivided beneficial interests (the "Capital Securities") in the
assets of such Issuer Trust. The Debt Securities, Preferred Stock,
Capital Securities and Guarantees (as defined herein) are referred to herein
collectively as the "Securities." The Securities may be offered (the "Offered
Securities") as separate series in amounts, at prices, and on terms to be
determined at the time of sale and to be set forth in a supplementpursuant to this Prospectus (the "Prospectus Supplement"), and will be limited to $350,000,000
aggregate public offering price (or its equivalent (basedcombined Prospectus.
The Registrant hereby amends this Registration Statement on the applicable
exchange rate at the time of sale) to the extent Debt Securities are issued
with principal amounts denominated in onesuch date or more foreign currencies or
currency units). State Street will own all of the common securities (the
"Common Securities" and, together with the Capital Securities, the "Trust
Securities") representing common beneficial ownership interests in each such
Issuer Trust. Holders of the Capital Securities will be entitled to receive
preferential cumulative cash distributions ("Distributions") accumulating from
the date of original issuance and payable periodically as specified in an
accompanying Prospectus Supplement.
Payment of the principal of the Subordinated Debt Securities may be
accelerated only in the case of certain events involving the bankruptcy,
insolvency or reorganization of State Street. There is otherwise no right of
acceleration in the case of a default in the performance of any covenant of
State Street related to the Subordinated Debt Securities, including the payment
of principal and interest. See "Description of Debt Securities--Events of
Default--The Subordinated Indenture." In addition, unless otherwise indicated
in the Prospectus Supplement pursuant to which any Securities are offered, such
Offered Securities and the covenants contained in the indentures pursuant to
which such Offered Securities are issued will not protect holders in the event
of a sudden decline in the creditworthiness of State Street that might result
from a recapitalization, restructuring or other highly leveraged transaction.
See "Description of Debt Securities--General."
If provided in an accompanying Prospectus Supplement, State Street will have
the right to defer payments of interest on any series of Junior Subordinated
Debentures by extending the interest payment period thereon at any time or from
time to time for up to such number of consecutive interest payment periods
(which shall not extend beyond the Stated Maturity (as defined herein) of the
Junior Subordinated Debentures) with respect to each deferral perioddates
as may be specifiednecessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in such Prospectus Supplement (each, an "Extension Period"). In such
circumstances, however, State Street would not be permitted, subject to certain
exceptions set forth herein, to declare or pay any dividends, distributions or
other paymentsaccordance with respect to, or repay, repurchase, redeem or otherwise
acquire, State Street's capital stock or debt securities that rank pari passu
with or junior to such series of Junior Subordinated Debentures. See
"Description of Junior Subordinated Debentures--Option to Defer Interest
Payments" and "--Restrictions on Certain Payments."
Concurrently with the issuance by an Issuer Trust of its Capital Securities,
such Issuer Trust will invest the proceeds thereof and of contributions
received in respect of the Common Securities in a corresponding series of State
Street's Junior Subordinated Debentures (the "Corresponding Junior Subordinated
Debentures") with terms corresponding to the terms of that Issuer Trust's
Capital Securities (the "Related Capital Securities"). Accordingly, if, as
provided in an accompanying Prospectus Supplement, State Street has the right
to defer the payment of interest on a series of Corresponding Junior
Subordinated Debentures, then, if interest payments are so deferred,
Distributions on the Related Capital Securities would also be deferred, but
would continue to accumulate at the rate per annum set forth in the related
Prospectus Supplement. See "Description of Capital Securities--Distributions."
(continued on next page)
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECU-
RITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
----------
The date of this Prospectus is , 1998.
(continued from cover page)
Taken together, State Street's obligations under each series of
Corresponding Junior Subordinated Debentures, the Junior Subordinated
Indenture, the related Trust Agreement and the related Guarantee (each, as
defined herein), in the aggregate, will provide a full, irrevocable and
unconditional guarantee of payments of Distributions and other amounts due on
the Related Capital Securities. See "Relationship Among the Capital
Securities, the Corresponding Junior Subordinated Debentures and the
Guarantees--Full and Unconditional Guarantee." The payment of Distributions
with respect to the Capital Securities of each Issuer Trust and payments on
liquidation of such Issuer Trust or redemption of such Capital Securities, in
each case out of funds held by such Issuer Trust, will be irrevocably
guaranteed by State Street to the extent described herein (each, a
"Guarantee"). See "Description of Guarantees." The obligations of State Street
under each Guarantee will be unsecured and subordinate and junior in right of
payment to all Senior Indebtedness (as defined in "Description of Junior
Subordinated Debentures--Subordination") of State Street.
The Corresponding Junior Subordinated Debentures will be the sole assets of
each Issuer Trust, and payments under the Corresponding Junior Subordinated
Debentures will be the only revenue of each Issuer Trust. If so provided in an
accompanying Prospectus Supplement, State Street may, upon receipt of approval
of the Federal Reserve (if such approval is then required under the Federal
Reserve's applicable capital guidelines or policies), redeem the Corresponding
Junior Subordinated Debentures (and thereby cause the redemption of the Trust
Securities) or may dissolve each Issuer Trust and, after satisfaction of
liabilities to the creditors of such Issuer Trust as required by applicable
law, cause the Corresponding Junior Subordinated Debentures to be distributed
to the holders of Capital Securities in exchange therefor upon liquidation of
their interests in such Issuer Trust. See "Description of Capital Securities--
Liquidation Distribution Upon Dissolution."
State Street's principal asset and source of cash revenues is its investment
in State Street Bank and Trust Company ("State Street Bank"). As a bank
holding company, State Street is a legal entity separate and distinct from
State Street Bank and its nonbank subsidiaries and is subject to supervision
and examination by the Board of Governors of the Federal Reserve System (the
"Federal Reserve"). State Street's principal source of cash revenues is cash
dividends paid by State Street Bank, and consequently, its ability to satisfy
its financial obligations, including the payment of interest or dividends on
the Securities, is dependent upon State Street Bank's ability to pay cash
dividends or make other distributions to State Street. Payment of dividends to
State Street by State Street Bank is subject to legal restrictions imposed by
the Federal Reserve Act and Massachusetts banking law.
The specific termsSection 8(a) of the
Securities in respectAct of which1933 or until this Prospectus is
being delivered will beRegistration Statement shall become
effective on such date as set forth in the accompanying Prospectus
Supplement, such as, where applicable (i) in the caseSecurities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
EXPLANATORY NOTE
This Registration Statement contains three forms of Debt Securities, the
specific designation, aggregate principal amount, denominations, maturity,
premium, if any, rate (which may be fixed or variable) and time of payment of
interest, if any, terms for redemption at the option of State Street or the
holder, if any, terms for sinking or purchase fund payments, if any, currency
or currencies of denomination and payment, if other than U.S. dollars, the
securities exchanges on which the Debt Securities areProspectus: (a) one to
be listed, if any,
and any other termsused in connection with the offering and sale of the Debt Securities, in respect of which this Prospectus is being delivered, as well as
the initial public offering price, and
the principal amounts, ifWarrants to purchase Debt Securities, including any to be
purchased by underwriters; (ii) in the case of Preferred Stock, the specific
title and stated value, number of shares or fractional interests therein, any
dividend, liquidation, redemption, voting and other rights, the terms for
conversionCommon
Stock into other preferred stock or for exchange for Debt Securities, the
securities exchanges on which such Preferred Stock is to be listed, if any,
the initial public offering price, and the number of shares, if any, to be
purchased by underwriters; (iii) in the case of Junior Subordinated
Debentures, the specified designation, aggregate principal amount,
denominations, Stated Maturity (including any provisions for the shortening or
extension thereof), interest payment dates, interest rate (which may be fixed
or variable) or method of calculating interest, if any, applicable Extension
Period or interest deferral terms, if any, place or places where principal,
premium, if any, and interest, if any, will be payable, any terms of
redemption, any sinking fund provisions, terms for any conversion or exchange
into other securities, initial offering or purchase price, methods of
distribution and any other special terms; and (iv) in the case of Capital
Securities, the identity of the Issuer Trust, specific title, aggregate stated
liquidation amount, number of securities, Distribution rate or method of
calculating such rate, Distribution payment dates, applicable Distribution
deferral terms, if any, place or places where Distributions will be payable,
any terms of redemption, exchange, initial offering or purchase price, methods
of distribution and any other special terms. The Prospectus Supplement will
also contain information, where applicable, about certain United States
federal income tax considerations relating to the Securities covered by the
Prospectus Supplement. All or a portion of the Debt Securities may be convertible; (b) one to be used in
connection with the offering and sale of Common Stock, Depositary Shares and
Preferred Stock, and Warrants to purchase such securities, including any such
shares into which the Preferred Stock or Depositary Shares may be convertible;
and (c) one to be used in connection with the offering and sale of Capital
Securities issued by Delaware statutory business trusts, the common Securities
of which are owned by State Street.
S-4
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These Securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This preliminary prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in permanent global form.
The Seniorany State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such State.
Subject to Completion, Dated , 2000
$1,000,000,000
State Street Corporation
Debt Securities
when issued, will rank onWarrants
----------------------
State Street Corporation, a parity with all
other unsecuredMassachusetts corporation, may offer and unsubordinated indebtedness of State Street. State
Street's obligations under the Subordinatedsell:
o Debt Securities
o Warrants
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplements carefully before
you invest.
A security is not a deposit and the Junior
Subordinated Debentures will be unsecured and subordinate and junior in right
of payment to State Street's Senior Indebtedness and Senior Debt,
respectively, as described hereinsecurities are not insured or
asguaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency.
This prospectus may be describedused to offer and sell securities only if
accompanied by the prospectus supplement for those securities.
Neither the SEC nor any state securities commission has approved these
securities or determined that this prospectus or the prospectus supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
--------------------
The date of this Prospectus is , 2000.
--------------------
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE
ACCOMPANYING PROSPECTUS SUPPLEMENT
We provide information to you about the securities in two separate
documents that progressively provide more detail:
o this prospectus, which provides general information, some of which may not
apply to your securities; and
o the accompanying prospectus supplement, which describes the terms of the
securities.
If the terms of your securities vary between the prospectus supplement and
the accompanying prospectus, you should rely on the information in the following
order of priority:
o the prospectus supplement; and
o the prospectus.
We include cross-references in this prospectus and the accompanying
prospectus supplement to captions in these materials where you can find further
related discussions. The following Table of Contents and the Table of Contents
included in the accompanying prospectus supplement provide the pages on which
these captions are located.
--------------------
Neither we nor the underwriters have taken any action that would permit us
to publicly sell these securities in any jurisdiction outside the United States.
If you are an accompanying
Prospectus Supplement. See "Descriptioninvestor outside the United States, you should inform yourself
about and comply with any restrictions as to the offering of Debt Securities--Subordinationthe securities and
the distribution of Subordinated Debt Securities"this prospectus.
-2-
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS..........................................................4
WHERE YOU CAN FIND MORE INFORMATION............................................4
FORWARD-LOOKING STATEMENTS.....................................................6
STATE STREET CORPORATION.......................................................7
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES...............................7
USE OF PROCEEDS................................................................7
DESCRIPTION OF DEBT SECURITIES.................................................7
General .............................................................8
Registration and "DescriptionTransfer................................................9
Payment and Place of Junior Subordinated
Debentures--Subordination."
The Offered Securities may be sold directly by State Street, through agentsPayment............................................10
Events of Default.......................................................10
Modification and Waiver.................................................11
Consolidation, Merger and Sale of Assets................................12
Regarding the Trustee...................................................12
International Offering..................................................12
Limitation Upon Disposition of Voting Stock or Assets of State
Street designatedBank...........................................................13
Defeasance ............................................................13
Subordinated Debt Securities............................................13
Governing Law...........................................................15
DESCRIPTION OF WARRANTS.......................................................15
Offered Warrants........................................................15
Further Information in Prospectus Supplement............................16
Significant Provisions of the Warrant Agreements........................17
GLOBAL SECURITIES.............................................................18
General ............................................................18
Book-Entry Issuance.....................................................20
PLAN OF DISTRIBUTION..........................................................22
VALIDITY OF SECURITIES........................................................23
EXPERTS.......................................................................23
-3-
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, the "SEC," utilizing a "shelf" registration
process. Under this shelf process, we may from time to time to or through underwriters,
through dealers, remarketing firms or agents or through asell any combination
of such
methods. Ifthe debt securities or warrants described in this prospectus in one or more
offerings up to a total dollar amount of $1,000,000,000. We may also sell other
securities under the registration statement that will reduce the total dollar
amount of securities that we may sell under this prospectus. This prospectus
provides you with a general description of the debt securities or warrants we
may offer. Each time we sell debt securities or warrants, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any agents, underwritersprospectus supplement together with the additional information described
under the heading "Where You Can Find More Information."
Unless otherwise indicated or dealers are involvedunless the context requires otherwise, all
references in this prospectus to "STATE STREET," "WE," "US," "OUR" or similar
references mean State Street Corporation.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the Securities
Act of 1933 that registers, among others securities, the offer and sale of the
Securities,securities offered by this prospectus. The registration statement, including the
namesattached exhibits and schedules, contains additional relevant information about
us. The rules and regulations of such agents, underwriters or dealers and any
applicable commission or discounts will be set forththe SEC allow us to omit certain information
included in the Prospectus
Supplement with respect to such Securities. The Prospectus Supplement will
state whether the Offered Securities will be listed on any national securities
exchange or automated quotation system. If the Offered Securities are not
listed on any national securities exchange or automated quotation system,
there can be no assurance that there will be a secondary market for the
Securities. See "Plan of Distribution."
NO DEALER, SALESPERSON OR ANY OTHER INDIVIDUAL HAS BEEN AUTHORIZED BY STATE
STREET OR ANY OF THE ISSUER TRUSTS TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION OR ANY OF THE
ISSUER TRUSTS SINCE THE DATE HEREOF.
---------------
2
AVAILABLE INFORMATION
State Street is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, filesregistration statement from this prospectus.
In addition, we file reports, proxy statements and other information with
the SEC under the Securities Exchange Act of 1934. You may read and Exchange Commission (the "Commission"). Such reports, proxy
statements and othercopy this
information can be inspected and copied at the public
reference facilitiesfollowing locations of the Commission atSEC:
Public Reference Room 1024,
450 Fifth Street, N.W.,
Judiciary Plaza,
Room 1024
Washington, D.C. 20549
and at the regional offices of the
Commission located atNortheast Regional Office
7 World Trade Center 13th Floor,
Suite 1300
New York, New York 10048
and Suite 1400, Citicorp Center, 14th Floor,Midwest Regional Office
500 West Madison Street
Suite 1400
Chicago, Illinois 60661. Copies60661-2511
You may also obtain copies of such material can also be obtained
at prescribed ratesthis information by writing tomail from the Public
Reference Section of the Commission atSEC, 450 Fifth Street, N.W., Judiciary Plaza,Room 1024, Washington,
D.C. 20549.
Such material may20549, at prescribed rates.
The SEC also be accessed electronically by means of the Commission's
home page on themaintains an Internet at http://www.sec.gov. In addition, suchworld wide web site that contains
reports, proxy statements and other information concerning State Streetabout issuers, like us, who file
electronically with the SEC. The address of that site is:
http://www.sec.gov.
You can be
inspectedalso inspect reports, proxy statements and other information about
us at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
State Street and the Issuer Trusts have-4-
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the Commission a
Registration Statement on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities offered hereby.
This Prospectus does not contain all theSEC. The information set forth in the
Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. For further
information with respect to State Street and the securities offered hereby,
reference is made to the Registration Statement and the exhibits and the
financial statements, notes and schedules filed as a part thereof or
incorporated by reference therein, which may be inspected at the public
reference facilities of the Commission at the addresses set forth above or
through the Commission's home page on the Internet. Statements made in this
Prospectus concerning the contents of any documents referred to herein are not
necessarily complete, and in each instance are qualified in all respects by
reference to the copy of such document filed as an exhibit to the Registration
Statement.
No separate financial statements of any Issuer Trust have been included
herein. State Street and the Issuer Trusts do not consider that such financial
statements would be material to holders of the Capital Securities because each
Issuer Trust is a newly formed special purpose entity, has no operating
history or independent operations and is not engaged in and does not propose
to engage in any activity other than holding as trust assets the Corresponding
Junior Subordinated Debentures of State Street and issuing the Trust
Securities. See "The Issuer Trusts," "Description of Capital Securities,"
"Description of Junior Subordinated Debentures--Corresponding Junior
Subordinated Debentures" and "Description of Guarantees." In addition, State
Street does not expect that any of the Issuer Trusts will be filing reports
under the Exchange Act with the Commission.
3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
State Street's Annual Report on Form 10-K for the year ended December 31,
1997, which has been filed with the Commission, is incorporated into this
Prospectus by reference.
Each document or report filed by State Street pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of any offering of securities made by this Prospectus shall be
deemed to be incorporated by reference into this Prospectus andconsidered to be a part of this Prospectus fromprospectus, except
for any information that is superseded by information that is included directly
in this document or in a more recent incorporated document.
This prospectus incorporates by reference the documents listed below that
we have previously filed with the SEC. They contain important information about
us and our financial condition.
SEC FILINGS PERIOD
- ----------- ------
Annual Report on Form 10-K Year Ended December 31, 1999
Quarterly Report on Form 10-Q Quarter ended March 31, 1999
Quarter ended June 30, 1999
Quarter ended September 30, 1999
Current Report on Form 8-K Filed January 7, 2000
We incorporate by reference additional documents that we may file with the
SEC between the date of filing of such document. Any statement
contained herein, or in a document all or a portion of which is incorporated
or deemed to be incorporated by reference herein, shall be deemed to be
modified or superseded for purposes ofthis prospectus and the Registration Statement and this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement or this
Prospectus.
State Street will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any ordate we sell all of the foregoingdebt
securities. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.
You can obtain any of the documents incorporated by reference herein
(other thanin this
document through us, or from the SEC through the SEC's Internet world wide web
site at the address described previously. Documents incorporated by reference
are available from us without charge, excluding any exhibits notto those documents,
unless the exhibit is specifically incorporated by reference intoas an exhibit in
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
texts
of such documents). Requests for such documents should be directed to:following address:
Investor Relations
State Street Corporation
225 Franklin Street
Boston, Massachusetts 02110
Attention: Marketing Services, telephone number (617) 664-3383.
4664-3477
We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, the
information and representations contained in this prospectus or in any of the
materials that we have incorporated into this prospectus. If anyone does give
you information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the
securities offered by this document are unlawful, or if you are a person to whom
it is unlawful to direct these types of activities, then the offer presented in
this document does not extend to you. The information contained in this document
speaks only as of the date of this document unless the information specifically
indicates that another date applies.
-5-
FORWARD-LOOKING STATEMENTS
This prospectus, including information included or incorporated by
reference, contains certain forward-looking statements with respect to our
financial condition, results of operations, plans, objectives, future
performance and business, including, without limitation, statements preceded by,
followed by or that include the words "believes," "expects," "anticipates,"
"estimates" or similar expressions.
These forward-looking statements involve risks and uncertainties. Actual
results may differ materially from those contemplated by the forward-looking
statements due to many factors, including:
o future revenue may increase or decrease depending upon the extent of
increases or decreases in cross-border investments made by customers or
future customers;
o changes in the savings rate of individuals that are invested in mutual
funds or in defined contribution plans affect our revenues;
o fluctuations in worldwide securities market valuations may affect our
revenues;
o changes in markets served, including the growth rate of U.S. mutual funds,
the pace of debt issuance, outsourcing decisions, and mergers,
acquisitions and consolidations among customers and competitors may affect
our revenues;
o global and regional economic factors and changes or potential changes in
laws and regulations affecting our business, including volatile currencies
and changes in monetary policy, and social and political instability,
could affect results of operations;
o market interest rate levels, the shape of the yield curve and the
direction of interest rate changes affect net interest revenue and
fiduciary compensation from securities lending;
o the degree of volatility in foreign exchange rates may affect the amount
of foreign exchange trading revenue;
o the pace of pension reform and resulting programs including public and
private pension schemes may affect the pace of revenue growth;
o future prices that we are able to obtain for our products may increase or
decrease from current levels depending upon demand, our competitors'
activities and the introduction of new products into the marketplace;
o the pace at which existing and new customers use additional services and
assign additional assets to us for management or custody will affect
future results;
o changes in business mix, including the mix of U.S. and non-U.S. business,
may affect future results;
o technological change may be more difficult or expensive then anticipated;
and
o changes may occur in securities markets.
-6-
STATE STREET CORPORATION
State Street isWe are a bank holding company organized under the laws of the Commonwealth
of Massachusetts and is a leading provider of services to institutional investors
and investment managementmanagers worldwide. State Street wasWe were organized in 1970 and conducts itsconduct our
business principally through itsour subsidiary, State Street Bank and Trust
Company, ("State Street Bank"),"STATE STREET BANK," which traces its beginnings to the founding of the
Union Bank in 1792. The charter under which State Street Bank now operates was
authorized by a special act of the Massachusetts Legislature in 1891, and its
present name was adopted in 1960. State Street'sOur executive offices are located at 225
Franklin Street, Boston, Massachusetts 02110 (telephone (617) 786-3000).
THE ISSUER TRUSTS
Each Issuer Trust is a statutory business trust created under Delaware law
pursuantCONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Our consolidated ratios of earnings to (i) a trust agreement executed by State Street,fixed charges were as Depositor of
the Issuer Trust, and the Property Trustee, the Delaware Trustee, and the
Administrative Trustees (each as defined herein) of such Issuer Trust, and
(ii) the filing of a certificate of trust with the Delaware Secretary of
State. The trust agreement of each Issuer Trust will be amended and restated
in its entirety (each, as so amended and restated, a "Trust Agreement") prior
to the issuance of Capital Securities by such Issuer Trust, substantially in
the form filed as an exhibit to the Registration Statement of which this
Prospectus forms a part. Each Trust Agreement will be qualified as an
indenture under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). Each Issuer Trust existsfollows for
the exclusive purposesfive most recent fiscal years:
Year Ended December 31,
------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Ratio of (i)
issuing and selling its Trust Securities, (ii) usingearnings to fixed charges 2.02x 1.77x 1.93x 1.95x 1.75x
USE OF PROCEEDS
We intend to use the net proceeds from the sale of such Trust Securitiesthe securities for
general corporate purposes unless otherwise indicated in the prospectus
supplement or term sheet relating to acquire a seriesspecific issue of Corresponding Junior
Subordinated Debentures issued by State Street,securities. Our general
corporate purposes may include extending credit to, or funding investments in,
our subsidiaries. The precise amounts and (iii) engaging in only
those other activities necessary or incidental thereto (such as registering
the transfertiming of Trust Securities). Accordingly, the Corresponding Junior
Subordinated Debentures will be the sole assets of each Issuer Trust, and
payments under the Corresponding Junior Subordinated Debentures will be the
sole revenue of each Issuer Trust.
Allour use of the Common Securities of each Issuer Trustnet
proceeds will be owned by State
Street. The Common Securities of an Issuer Trust will rank pari passu, and
payments will be made thereon pro rata with the Capital Securities of each
Issuer Trust, except thatdepend upon the occurrence and continuance of an event of
default under a Trust Agreement resulting from an event of default under the
Indenture, the rights of State Street as holder of the Common Securities to
payment in respect of Distributions and payments upon liquidation or
redemption will be subordinated to the rights of the holders of the Capital
Securities of such Issuer Trust. See "Description of Capital Securities--
Subordination of Common Securities." State Street will acquire Common
Securities in an aggregate Liquidation Amount equal to not less than 3% of the
total capital of each Issuer Trust.
Unless otherwise specified in the applicable Prospectus Supplement, each
Issuer Trust has a term of approximately 55 years, but may dissolve earlier as
provided in the applicable Trust Agreement. Each Issuer Trust's business and
affairs are conducted by its trustees, each appointed by State Street as
holder of the Common Securities. The trustees for each Issuer Trust will be
The First National Bank of Chicago, as the Property Trustee (the "Property
Trustee"), First Chicago Delaware Inc., as the Delaware Trustee (the "Delaware
Trustee"), and two individual trustees (the "Administrative Trustees") who are
employees or officers of or affiliated with State Street (collectively, the
"Issuer Trustees"). The First National Bank of Chicago, as Property Trustee,
will act as sole trustee under each Trust Agreement for purposes of compliance
with the Trust Indenture Act. The First National Bank of Chicago will also act
as trustee under the Guaranteesour subsidiaries' funding requirements and the
Junior Subordinated Indenture. See
"Descriptionavailability of Guarantees" and "Description of Junior Subordinated
Debentures." The holder ofother funds. Until we use the Common Securities of an Issuer Trust, or the
holders of a majority in Liquidation Amount of the Related Capital Securities
if an event of default under the Trust Agreement
5
for such Issuer Trust has occurred and is continuing, will be entitled to
appoint, remove or replace the Property Trustee and/or the Delaware Trustee
for such Issuer Trust. In no event will the holders of the Capital Securities
have the right to vote to appoint, remove or replace the Administrative
Trustees; such voting rights are vested exclusively in the holder of the
Common Securities. The duties and obligations of each Issuer Trustee are
governed by the applicable Trust Agreement. State Street will pay all fees and
expenses related to each Issuer Trust and the offering of the Capital
Securities and will pay, directly or indirectly, all ongoing costs, expenses
and liabilities of each Issuer Trust.
The principal executive office of each Issuer Trust is c/o State Street Bank
and Trust Company, N.A., 61 Broadway, 15th Floor, New York, New York 10005,
and each Issuer Trust's telephone number is (212) 612-3000.
USE OF PROCEEDS
The net proceeds from the sale of any
Offered Securities will be used for
the purposes specified in the applicable Prospectus Supplement, which may
include, but are not limited to, being added to State Street's general funds
and being usedof our securities for general corporate purposes, including investments in the
capital of or extensions of credit to State Street Bank and the repayment or
refinancing of long and short-term debt. Pending suchwe will use the net proceeds
may be
temporarily invested into reduce our short-term securities. State Street expectsindebtedness or for temporary investments. We expect
that itwe will, on a recurrent basis, engage from time to time in additional financings of a character and in
an amountas the need
arises to be determined. The Corporationfinance our growth, through acquisitions or otherwise, or to fund our
subsidiaries. We and State Street Bank regularly investigate possible
acquisitions.
The Corporation and State Street Bank are
currently investigating or in discussions with respect to potential
acquisitions, but have no agreements or understandings with respect thereto.
All of the proceeds to an Issuer Trust from the sale of any Capital Securities
will be invested by the Issuer Trust in the Corresponding Junior Subordinated
Debentures.
6
DESCRIPTION OF DEBT SECURITIES
The Senior Debt Securities are tosenior debt securities will be issued under an Indenture,indenture dated as of
August 2, 1993, (the "Senior Indenture"),the "SENIOR INDENTURE," between State Streetus and U.S. Bank Trust National
Association, as successor Trustee.senior trustee. The Subordinated Debt
Securitiessubordinated debt securities
(other than the Junior Subordinated Debentures) are tojunior subordinated debentures) will be issued under a second Indenture (the "Subordinated Indenture")an
indenture that is expected to be entered into between State Streetus and U.S. Bank Trust
National Association, as Trustee. The Junior Subordinated Debentures are to be issued under a Junior
Subordinated Indenture, dated assubordinated trustee, the "SUBORDINATED INDENTURE." A
copy of December 15, 1996, as supplemented from
time to time (as so supplemented, the "Junior Subordinated Indenture"),
between State Street and The First National Bank of Chicago, as Trustee (the
"Debenture Trustee"). The form of the Subordinated Indenture has been filed
with the Commission aseach indenture is an Exhibitexhibit to the Registration Statement. The Senior
Indenture has been filed with the Commission as Exhibit 4 to State Street's
Current Report on Form 8-K dated October 8, 1993. The Junior Subordinated
Indenture has been filed with the Commission as Exhibit 1 to State Street's
Current Report on Form 8-K dated February 27, 1997. The Senior Indenture and
the Subordinated Indenture are sometimes referred to collectively as the
"Indentures." See "Description of Junior Subordinated Debentures--The Junior
Subordinated Indenture" for information on the Junior Subordinated Indenture.
U.S. Bank Trust National Association is hereinafter referred to as the "Senior
Trustee" when referring to it in its capacity as trustee under the Senior
Indenture, as the "Subordinated Trustee" when referring to it in its capacity
as trustee under the Subordinated Indenture, and as the "Trustee" when
referring to it in its capacity as trustee under the Senior Indenture and the
Subordinated Indenture.registration statement that contains
this prospectus.
The following summaries of certain provisionsall material terms of the Senior Debt Securities, the Subordinated Debt Securities and the Indentures doindentures are not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indenture applicable to a
particular series of Senior Debt Securities or Subordinated Debt Securities
(the "Applicable Indenture"),respective indentures, including the definitions
therein of certain
terms. Article and Section references used herein are references to the
Applicable Indenture. Capitalized terms not otherwise defined herein shall
have the meaning given to them in the Applicable Indenture. The following sets
forth certainsummaries describe the general terms and provisions of
the Debt Securitiesdebt securities to whichbe offered by any Prospectus Supplement may relate.prospectus supplement. The particular
terms of any specific series
of Securitiesthe debt securities offered by any Prospectus Supplement (the "Applicable Prospectus
Supplement")prospectus supplement and the
extent, if any, to which these general provisions may apply to the debt
securities so offered, will be described in the prospectus supplement relating
to such Prospectus Supplement.
GENERALoffered securities.
The Indentures do not limit the amount of Debt Securities that may be issued
thereunder and provide that Debt Securities may be issued thereunder from time
to time in one or more series. The Debt Securitiessenior debt securities will be unsecured and will rank equally with
all other unsecured and unsubordinated indebtedness of State Street. The
subordinated debt securities will be unsecured and will be subordinated to all
existing and future senior indebtedness and other financial obligations of State
Street.Street as described under
-7-
"Subordinated Debt Securities -- Subordination" beginning on page 13. Because
State Street iswe are a holding company, our rights and the rightrights of State Streetour creditors, including
the holders of the debt securities we are offering under this prospectus, to
participate in any distribution ofthe assets of any subsidiary, including State Street Bank,of our subsidiaries upon suchthe subsidiary's
liquidation or reorganization or otherwise, iswill be subject to the prior claims of creditors of
the
subsidiary,subsidiary's creditors except to the extent State Streetthat we may itselfourselves be recognized as a creditor
with recognized claims against the subsidiary. In addition, dividends, loans and
advances from certain of our banking subsidiaries to us and our non-banking
subsidiaries are restricted by federal and state statutes and regulations.
General
We may issue the debt securities from time to time, without limitation as
to aggregate principal amount and in one or more series. We expect from time to
time to incur additional indebtedness that may be senior to the debt securities.
Neither the indentures nor the debt securities will limit or otherwise restrict
the amount of other indebtedness which may be incurred or other securities which
may be issued by us or our subsidiaries, including indebtedness which may rank
senior to the debt securities. The debt securities will not be secured.
We may issue debt securities upon the satisfaction of conditions contained
in the indentures. The applicable prospectus supplement will include the terms
of that subsidiary. Accordingly,issue of debt securities, including:
o the Debt Securities will be
effectively subordinated to all existingtitle and future liabilities of State
Street's subsidiaries, and holders of Debt Securities should look only toseries designation;
o the assets of State Street for payments on the Debt Securities.
Unless otherwise indicated in the Applicable Prospectus Supplement,aggregate principal of and any premium and interest on the Debt Securities will be
payable,amount and the transfer of the Debt Securities will be registrable, at the
office or agency of State Street maintained for such purpose, except that, at
the option of State Street, interest may be paid by mailing a check to the
address of the Person entitled thereto as it appears on the register for the
Debt Securities. The Debt Securities will be issued only in fully registered
form without coupons and, unless otherwise indicated in the Applicable
Prospectus Supplement, in denominations of $1,000 orlimit, if any, integral multiple
thereof. No service charge will be made for any registration of transfer or
exchange of the Debt Securities, but State
7
Street may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith.
The Applicable Prospectus Supplement will describe the following terms of
the Debt Securities offered thereby, to the extent applicable: (1) the title
of the Debt Securities; (2) whether the Debt Securities are Senior Debt
Securities or Subordinated Debt Securities; (3) any limit on the aggregate
principal amount or initial public offering price of the Debt Securities; (4)debt securities
which may be issued under the dateapplicable indenture;
o any fixed or dates on which the
Debt Securities will mature; (5) thevariable interest rate or rates (whichper annum;
o the date from which any interest shall accrue;
o any interest payment dates;
o whether the debt securities are senior or subordinated;
o the stated maturity date;
o whether the debt securities are to be issued in global form;
o any sinking fund requirements;
o any provisions for redemption, the redemption price and any remarketing
arrangements;
o the minimum denominations;
o whether the debt securities are denominated or payable in United States
dollars or a foreign currency or units of two or more foreign currencies;
o the place or places where payments or deliveries on the debt securities
shall be made and the debt securities may be fixedpresented for registration of
transfer or variable) per annum at whichexchange;
o whether any of the Debt Securitiesdebt securities will bear interest, if any,
andbe subject to defeasance in
advance of the date for redemption or dates from which such interest, if any, will accrue; (6) the dates on which such interest, if any, on the Debt Securities will be payable
and the Regular Record Dates for such Interest Payment Dates; (7) any
mandatory or optional sinking funds or analogous provisions; (8) the date, if
any, after which and the price or prices at which the Debt Securities may,
pursuant to any optional or mandatory redemption provisions, be redeemed and
the other detailed terms and provisions of any such optional or mandatory
redemption provision; (9) the obligation of State Street, if any, to redeem or
repurchase the Debt Securities at the option of the Holder; (10) if other than
denominations of $1,000 and any integral multiple thereof, the denominations
in which the Debt Securities will be issuable; (11)stated maturity date;
o if other than the principal amount, thereof, the portion of the principal amount of
the Debt
Securities that will bedebt securities payable upon the declaration of acceleration of the Maturity thereof; (12) if other than U.S. dollars,maturity of the currency of payment of
principal of and any premium and interest on the Debt Securities; (13)debt
securities;
-8-
o any index used to determine the amount of payment of principal of, and any
premium and interest on, the Debt Securities; (14) the applicability of the provisions
described under Defeasance with respect to the Debt Securities; (15) if the
Debt will be issuable only in the form of a Global Security, the Depositary or
its nominee with respect to the Debt Securities and the circumstances under
which the Global Security may be registered for transfer or exchange in the
name of a Person other than the Depository or its nominee; (16)debt securities;
o the person to whom any interest on the Debt Securitiesdebt securities of the series shall
be payable if other than the person in whose name the Debt Securities is registered at the
close of business on the Regular Record Date for such interest; (17) the place
or places where the principal of and any premium and interest on any Debt
Securities of the series shall be payable; (18) if the principal of or any
premium or interest on any Debt Securities of the series is to be payable, at
the election of State Street or the Holder thereof, in one or more currencies
or currency units other than that or those in which such Debt Securities are
stated to be payable, the currency, currencies or currency units in which the
principal of or any premium or interest on such Debt Securities as to which
such election is made shall be payable, the periods within which and the terms
and conditions upon which such election is to be made and the amount so
payable (orholder thereof;
o the manner in which such amount shall be determined); (19) if the
principal amount payable at the Stated Maturity of any Debt Securities of the
series will not be determinable as of any one or more dates prior to the
Stated Maturity, the amount whichthat shall be deemed to be the principal
amount of such Debt Securities as of any such date, including the principal amount
thereof which shall be due and payable upon any Maturity other than the Stated
Maturitydebt securities on or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount
deemed to be the principal amountmaturity date shall be
determined); (20)determined;
o any addition toadditional or change in the Eventsdifferent events of Default which appliesdefault that apply to any Debt Securitiesdebt
securities of the series and any change in the right of the Trusteetrustee or the
requisite Holdersrequired holders of such Debt Securitiesthose debt securities to declare the principal amount thereof
due and payable;
(21)o any additionadditional or different covenants that apply to or change in the covenants which applies to Debt
Securitiesany debt securities of
the series; and
(22)o any other terms of the debt securities that are not inconsistent with the
provisions of the applicable indenture.
Please see the accompanying prospectus supplement or the terms sheet you
have received or will receive for the terms of the specific debt securities we
are offering. We may deliver this prospectus before or concurrently with the
delivery of a terms sheet. We may issue debt securities under the indentures
upon the exercise of warrants to purchase debt securities. Please see
"Description of Warrants." Nothing in the indentures or in the terms of the debt
securities will prohibit the issuance of securities representing subordinated
indebtedness that is senior or junior to the subordinated debt securities.
Prospective purchasers of debt securities should be aware that special
federal income tax, accounting and other considerations may be applicable to
instruments such as the debt securities. The prospectus supplement relating to
an issue of debt securities will describe these considerations, if they apply.
Debt Securities.
Both Senior Debt Securities and Subordinated Debt Securitiessecurities may be issued as discounted Debt Securities (bearing"ORIGINAL ISSUE DISCOUNT SECURITIES"
which bear no interest or interest at a rate which at the time of issuance is
below market rates) torates and which will be sold at a substantial discount below their
stated principal amount. FederalIn the event that the maturity of any original issue discount
security is accelerated, the amount payable to the holder of the original issue
discount security upon acceleration will be determined in accordance with the
applicable prospectus supplement, the terms of such security and the relevant
indenture, but will be an amount less than the amount payable at the maturity of
the principal of such original issue discount security. Special federal income
tax consequences
and other special considerations applicablerelating to any such discounted Securitiesoriginal issue discount securities will
be described in the Applicable Prospectus Supplement.
8
Both Indenturesapplicable prospectus supplement.
The indentures provide that without the consent of any Holders, State
Streetholders, we and the
Trusteetrustee may enter into one or more supplemental indentures for certain purposes,
including (1)including:
o to add to theour covenants of State Street for the benefit of the Holdersholders of all or any
series of Debt Securitiesdebt securities or to surrender any right or power conferred
upon State Streetus in the Indenturesindentures; and
(2)o to add any additional Eventsevents of Default,default, in the case of the Senior
Indenture,senior
indenture, and Eventsevents of Defaultdefault or Defaults,defaults, in the case of the
Subordinated
Indenture.subordinated indenture.
In the event any sinking fund is established for the retirement of Debt
Securitiesdebt
securities of any series, State Streetwe may satisfy all or any part of the sinking fund
payments with Debt Securitiesdebt securities of such series under certain circumstances and to
the extent provided for by the terms of such Debt
Securities.debt securities.
-9-
Unless otherwise indicated in the Applicable Prospectus Supplement,applicable prospectus supplement, the
covenants contained in the Indenturesindentures and the Debt Securitiesdebt securities will not afford
Holders protectionprotect
holders in the event of a sudden decline in theour creditworthiness of
State Street that might
result from a recapitalization, restructuring, or other highly leveraged
transaction.
SUBORDINATION OF SUBORDINATED DEBT SECURITIESRegistration and Transfer
Unless otherwise indicated in the Applicable Prospectus Supplement,applicable prospectus supplement, we
will issue each series of debt securities in registered form only, without
coupons and in denominations of $1,000 or integral multiples thereof. Holders
may present debt securities in registered form for transfer or exchange for
other debt securities of the following provisions shall apply tosame series at the Subordinated Debt Securities.
Theoffice or agency of State Street
maintained for such purpose.
No service charge will be made for any transfer or exchange of the debt
securities but we may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with any transfer or exchange.
Payment and Place of Payment
Unless otherwise indicated in the applicable prospectus supplement, we
will pay principal of and any premium if any, and interest on the debt securities at the
office or agency of State Street maintained for such purpose. However, at our
option, we may pay any interest by check mailed to the holders of registered
debt securities at their registered addresses.
Events of Default
The following are "events of default" under the senior indenture and
"defaults" under the subordinated indenture with respect to any series of debt
securities:
o default in the payment of any principal or premium when due;
o default in the payment of any interest when due, which continues for 30
days;
o default in the deposit of any sinking fund payment when due;
o default in the performance of any other obligation contained in the senior
indenture for the benefit of debt securities of that series, which
continues for 60 days after written notice;
o acceleration of other indebtedness exceeding $20,000,000 of us or of State
Street Bank, which is not annulled within 30 days after written notice;
o specified events in bankruptcy, insolvency or reorganization; and
o any other default or event of default provided with respect to debt
securities of that series.
If an event of default under the senior indenture occurs and is continuing
for any series of debt securities, the senior trustee or the holders of at least
25% in aggregate principal amount or issue price of the outstanding securities
of that series may declare the principal amount of all the securities of that
series, or any lesser amount provided for in the debt securities of that series,
to be due and payable or deliverable immediately. At any time after the senior
trustee or the holders have accelerated any series of debt securities, but
before the senior trustee has obtained a judgment or decree for payment of money
due or delivery of the maturity consideration, the holders of a majority in
aggregate principal amount or issue price of outstanding debt securities of that
series may, under certain circumstances, rescind and annul such acceleration.
-10-
Under the subordinated indenture, an "event of default" is limited to
certain events involving the bankruptcy, insolvency or reorganization of State
Street. The subordinated debt securities will automatically be accelerated upon
the occurrence of an "event of default" resulting from bankruptcy, insolvency or
reorganization. There is no right of acceleration in the case of a default in
the performance of any covenant with respect to the subordinated debt
securities, including the payment of interest and principal or the delivery of
the maturity consideration.
The holders of a majority in principal amount or aggregate issue price of
the outstanding debt securities of any series may waive an event of default with
respect to that series, except a default:
o in the payment of any amounts due and payable or deliverable under the
debt securities of that series; or
o in an obligation contained in, or a provision of, an indenture which
cannot be modified under the terms of that indenture without the consent
of each holder of each series of debt securities affected.
The holders of a majority in principal amount or issue price of the
outstanding debt securities of a series may direct the time, method and place of
conducting any proceeding for any remedy available to the applicable trustee or
exercising any trust or power conferred on the trustee with respect to debt
securities of that series, provided that any direction is not in conflict with
any rule of law or the indenture. Subject to the provisions of the indenture
relating to the duties of the trustee, before proceeding to exercise any right
or power under the indenture at the direction of the holders, the trustee is
entitled to receive from those holders reasonable security or indemnity against
the costs, expenses and liabilities which might be incurred by it in complying
with any direction.
A holder of any debt security of any series will have the right to
institute a proceeding with respect to the indenture or for any remedy
thereunder, if:
o that holder previously gives to the trustee written notice of a continuing
event of default with respect to debt securities of that series;
o the holders of not less than 25% in aggregate principal amount or issue
price of the outstanding debt securities of that series also shall have
offered the trustee reasonable indemnity and made written request to the
trustee to institute such proceeding as trustee;
o the trustee shall not have received from the holders of a majority in
principal amount or issue price of the outstanding debt securities of that
series a direction inconsistent with such request; and
o the trustee shall have failed to institute such proceeding within 60 days.
However, any holder of a debt security has the absolute right to institute
suit for any defaulted payment after the due dates for payment under that debt
security.
We are required to furnish to the trustees annually a statement as to the
performance of our obligations under the indentures and as to any default in
such performance.
Modification and Waiver
Each indenture may be modified and amended by us and the applicable
trustee with the consent of holders of at least 66 2/3% in principal amount or
issue price of each series of debt securities affected. However, without the
consent of each holder of any debt security affected, we may not amend or modify
any indenture to:
o change the stated maturity date of the principal or any installment of
principal or interest on, any debt security;
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o reduce the principal amount or the rate of interest on, or any premium
payable upon the redemption of, any debt security;
o reduce the amount of principal of an original issue discount security
payable upon acceleration of its maturity;
o change the place or currency of payment of principal of, or any premium or
interest on, any debt security;
o impair the right to institute suit for the enforcement of any payment or
delivery on or with respect to any debt security;
o in the case of the subordinated indenture, modify the subordination
provisions in a manner adverse to the holders of the subordinated debt
securities;
o reduce the percentage in principal amount of debt securities of any
series, the consent of whose holders is required to modify or amend the
indenture or to waive compliance with certain provisions of the indenture;
or
o reduce the percentage in principal amount of debt securities of any
series, the consent of whose holders is required to waive any past
default.
The holders of at least a majority in principal amount of the outstanding
debt securities of any series may, with respect to that series, waive past
defaults under the applicable indenture, except as described under "-- Events of
Default" beginning on page 10.
Consolidation, Merger and Sale of Assets
Unless otherwise indicated in the applicable prospectus supplement, we may
consolidate or merge with or into any other corporation, and we may sell, lease
or convey all or substantially all of our assets to any corporation, provided
that:
o the resulting corporation, if other than us, is a corporation organized
and existing under the laws of the United States of America or any U.S.
state and assumes all of our obligations on the debt securities under the
indentures;
o we are not, or any successor corporation, as the case may be, is not,
immediately after any consolidation or merger, in default under the
indentures; and
o certain other conditions are met.
Regarding the Trustee
U.S. Bank Trust National Association is the trustee under both the senior
indenture and the subordinated indenture. We and certain of our subsidiaries,
including State Street Bank, maintain banking relations with the trustee in the
ordinary course of business.
International Offering
If specified in the applicable prospectus supplement, we may issue debt
securities outside the United States. Such debt securities may be issued in
bearer form and will be described in the applicable prospectus supplement. In
connection with any offering outside the United States, we will designate paying
agents, registrars or other agents with respect to the debt securities, as
specified in the applicable prospectus supplement.
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Debt securities issued outside the United States may be subject to certain
selling restrictions which will be described in the applicable prospectus
supplement. These debt securities may be listed on one or more foreign stock
exchanges as described in the applicable prospectus supplement. Special United
States tax and other considerations, if any, applicable to an offering outside
the United States will be described in the applicable prospectus supplement.
Limitation Upon Disposition of Voting Stock or Assets of State Street Bank
The senior indenture prohibits us and State Street Bank, so long as any of
the senior debt securities are outstanding, from selling or otherwise disposing
of, or granting a security interest in or permitting the issuance of, any voting
stock or any security convertible or exercisable into voting stock of State
Street Bank or any of our subsidiaries that owns voting stock or any security
convertible or exercisable into voting stock of State Street Bank.
This restriction does not apply to dispositions made by us or any
subsidiary:
o if such disposition or issuance is for fair market value as determined by
our Board of Directors; and
o if after giving effect to such disposition or issuance and any potential
dilution, we and our wholly-owned subsidiaries will own directly not less
than 80% of the voting stock of such principal constituent bank or any
subsidiary which owns a principal constituent bank.
The subordinated indenture does not contain a similar restriction on our
ability to engage in or permit such transactions to occur.
Defeasance
We may terminate or "defease" our obligations under the indentures of any
series of debt securities by taking certain steps, including:
o depositing irrevocably with the trustee as trust funds in trust in each
case in an amount, in U.S. dollars or U.S. government obligations, which
through the payment of interest, principal or premium, if any, in respect
thereof in accordance with their terms will provide an amount sufficient
to pay the entire amount of the debt securities;
o delivering an opinion of independent counsel that the holders of the debt
securities of such series will have no federal income tax consequences as
a result of such deposit and termination;
o no event of default under the senior indenture or default under the
subordinated indenture may exist or be caused by the defeasance; and
o the defeasance shall not cause an event of default under any of our other
agreements or instruments.
Subordinated Debt Securities
The subordinated debt securities will be our direct, unsecured
obligations. Unless otherwise specified in the applicable prospectus supplement,
the subordinated debt securities will rank equally with all of our outstanding
subordinated indebtedness that is not specifically stated to be junior to the
subordinated debt securities.
Subordination
The subordinated debt securities will be subordinated in right of payment
to the
prior payment in full of all Senior Indebtedness."senior indebtedness," as defined below. In certain events of insolvency,
the payment of the principal of, premium, if any, and interestpayments on the Subordinated Debt Securitiessubordinated debt securities will to the extent set forth in the
Subordinated Indenture, also be effectively
subordinated in right of payment to all "other financial obligations," as
defined on the prior
payment in full of all Other Financial Obligations. Upon any payment or
distribution of assetsnext page. In certain circumstances relating to creditors upon anyour liquidation,
dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of
assets or any bankruptcy, insolvency or similar proceedings,
of State Street,-13-
the holders of all Senior Indebtednesssenior indebtedness will first be entitled to receive payment
in full of all amounts due or to become due thereon before the Holdersholders of the Subordinated Debt Securitiessubordinated debt securities will be entitled
to receive any payment in
respect of the principal of, premium, if any, or interest on the Subordinated
Debt Securities.subordinated debt securities. If, upon any such payment or distribution of assetsafter all
payments have been made to
creditors, there remain, after giving effect to such subordination provisions
in favor of the holders of Senior Indebtedness, anysenior indebtedness, (A) there are
amounts of cash, property
or securities available for payment or distribution in respecton the subordinated debt securities and (B) any
person entitled to payment according to the terms of Subordinated
Debt Securities ("Excess Proceeds") and if, at such time, any Entitled Persons
in respect of Other Financial Obligations haveour other financial
obligations, as defined beginning on page 14, has not received full payment,
then amounts available for payments on the subordinated debt securities will
first be used to pay in full of
all amounts due or to become due on or in respect of such Other Financial
Obligations, then such Excess Proceeds shall first be applied to pay or
provide for the payment in full of such Other Financial Obligationsother financial obligations before any payment
or distribution may be made in respect ofon the Subordinated Debt
Securities.subordinated debt securities.
In the event of the acceleration of the maturity of any Subordinated Debt Securities, the holders ofdebt securities,
all Senior Indebtednesssenior indebtedness and other financial obligations will
first be entitled to receive payment in full of all amounts due or to become
due thereon before the Holders of the Subordinated Debt Securities will be
entitled to receive any payment of the principal of, premium, if any, or
interest on the Subordinated Debt Securities. Accordingly, in case of such an
acceleration, all Senior Indebtedness would have to be repaid
before any payment couldcan be made in respect ofon the Subordinated Debt Securities. No
payments on account of principal, premium, if any, or interest in respect of
the Subordinated Debt Securitiessubordinated debt securities.
In addition, no payment may be made ifon the subordinated debt securities in
the event:
o there shall have occurred and
be continuingis a default in any payment or delivery with respect to any Senior
Indebtedness,senior
indebtedness; or
if any judicial proceeding shall be pendingo there is an event of default with respect to any senior indebtedness which
permits the holders of such default.senior indebtedness to accelerate the maturity
of the senior indebtedness.
By reason of suchthis subordination in favor of the holders of senior
indebtedness, in the event of thean insolvency, of State
Street,our creditors of State Street who are not holders
of Senior Indebtednesssenior indebtedness or the Subordinated Debt Securitiessubordinated debt securities may recover 9
less,
ratably,proportionately, than holders of Senior Indebtednesssenior indebtedness and may recover more,
ratably,proportionately, than Holdersholders of the Subordinated Debt Securities.subordinated debt securities. By reason of
the obligation of the Holdersholders of Subordinated Debt Securitiessubordinated debt securities to pay over any
Excess Proceedsamount remaining after payment of senior indebtedness to Entitled Personspersons in respect of
Other Financial Obligations,our other financial obligations, in the event of the insolvency, of State Street, holders of Existing
Subordinated Indebtedness (as defined in the Subordinated Indenture) may
recover less, ratably, than Entitled Persons in respect of Other Financial
Obligations andour
existing subordinated indebtedness may recover more, ratably, than the Holdersholders
of Subordinated
Debt Securities. State Street's obligations undersubordinated debt securities.
Unless otherwise specified in the Subordinated Debt
Securities shall rank pari passu in right of payment with each other and with
the Existing Subordinated Indebtedness, subjectprospectus supplement relating to the
obligationsparticular series of the
Holders of Subordinated Debt Securities to pay over any Excess Proceeds to
Entitled Persons in respect of Other Financial Obligations as provided in the
Subordinated Indenture.
The Subordinated Indenture permits, at any time, the modification or
elimination of the rights of Entitled Persons in respect of Other Financial
Obligations described above without the consent of any Entitled Persons in
respect of Other Financial Obligations.
"Senior Indebtedness"subordinated debt securities, "SENIOR INDEBTEDNESS" is
defined in the Subordinated Indenture to meansubordinated indenture as the principal of, and premium, if any, and
interest on (1)on:
o all of our "indebtedness" as defined below, except (A) subordinated debt
securities issued under the subordinated indenture, (B) such indebtedness
that is expressly stated to be junior in right of State
Street (other than the Subordinated Debt Securities) whether or not secured
and whether incurred previously or subsequentpayment to the
date of execution of the
Subordinated Indenture (A) for borrowed money, or (B) incurred in connectionsubordinated debt securities and (C) indebtedness that is expressly stated
to rank equal with the acquisition by State Streetsubordinated debt securities; and
o any deferrals, renewals or extensions of assets other than in the ordinary
course of business, in each case described in clause (A)any senior indebtedness.
The term "INDEBTEDNESS" means indebtedness, whether secured or (B)unsecured,
for the
payment of which State Street (orwe or any corporation or person which becomes a
successorthat succeeds to State Street pursuant to the terms of the Subordinated Indenture
described belowour business as permitted under
the heading "Consolidation, Merger and Sale of Assets")subordinated indenture, is liable directly or indirectly by guarantee,
letter of credit, obligation to purchase or acquireotherwise:
o for borrowed money; or
otherwise, unless in the terms of the instrument
creating or evidencing any such indebtedness or pursuant to which it is
outstanding it is specifically provided that such indebtedness is not superior
in right of payment to the Subordinated Debt Securities or ranks pari passu
with the Subordinated Debt Securities and (2) renewals, extensions or
deferrals of any such indebtedness.
"Existing Subordinated Indebtedness" is defined in the Subordinated
Indenture as State Street's 7.75% Convertible Subordinated Debentures.
"Other Financial Obligations" is defined in the Subordinated Indenture as,
unless otherwise determined with respect to any series of Securities pursuant
to terms described in the Applicable Prospectus Supplement, (a) obligations of
State Street under credit substitutes, (b) obligations and guaranties of State
Street for purchased money or funds, (c) any deferred obligation of, or any
direct or indirect guaranty of any such obligation by, State Streeto incurred in connection with the acquisition by State Streetus of assets other than in
the ordinary course of business.
Unless otherwise specified in the prospectus supplement relating to the
particular series of subordinated debt securities offered thereby, "OTHER
FINANCIAL OBLIGATIONS" means:
o our obligations under direct credit substitutes;
o our obligations, or any obligation directly or indirectly guaranteed by
us, for purchased money or funds;
-14-
o any of our deferred obligations, or any such obligations directly or
indirectly guaranteed by us, incurred in connection with the acquisition
by us of assets; and
(d)o all obligations of State Streetour obligations to make payment pursuant to the terms of financial
instruments, such as (i)as: (A) securities contracts and foreign currency
exchange contracts, (ii)contracts; (B) derivative instruments, such as swap agreements,
(includingincluding interest rate and foreign exchange rate swap agreements),agreements, cap
agreements, floor agreements, collar agreements, interest rate agreements,
foreign exchange rate agreements, options, commodity futures contracts,
and commodity option contractscontracts; and (iii)(C) similar financial instruments, similar to those set forth in
(d)(i) and (ii); provided that Other Financial Obligations do not include (A)other
than obligations on account of Senior Indebtednesssenior indebtedness and (B) obligations on
account of indebtedness for money borrowed ranking pari passuequal with or
subordinate to the Subordinated Debt Securitiessubordinated debt securities, including Existing Subordinated Indebtedness.
"Entitled Person" is defined in the Subordinated Indenture as any person who
is entitled to payment pursuant to the terms of Other Financial Obligations.
The Subordinated Indenture will not limit the amount of other indebtedness,
including Senior Indebtedness or Other Financial Obligations, that may be
issued by State Street, State Street Bank
10
or any of its other Subsidiaries.our existing
subordinated indebtedness.
As of December 31, 1997, State Street1999, we had approximately $253$2 million in subordinated
debt outstanding and approximately $250 million of Senior Indebtedness outstandingsenior indebtedness and no Other
Financial Obligationsother
financial obligations outstanding.
LIMITATION UPON DISPOSITION OF VOTING STOCK OR ASSETS OF STATE STREET BANK
The Senior Indenture contains a covenantsubordinated indenture does not limit or prohibit the incurrence by State Street that, so long asus
or any of the Senior Debt Securities are outstanding, it will not sell, assign,
transfer, grant a security interest in or otherwise dispose of any shares of,
or securities convertible into, or options, warrants or rights to subscribe
for or purchase shares of, Voting Stock ofour subsidiaries, including State Street Bank, of additional senior
indebtedness or other financial obligations, which may include indebtedness that
is senior to the subordinated debt securities, but subordinate to our other
obligations. Any prospectus supplement relating to a particular series of
subordinated debt securities will set forth the aggregate amount of our
indebtedness senior to the subordinated debt securities as of a recent date.
The subordinated debt securities shall rank equal in right of payment with
each other and with our 7.75% Convertible Subordinated Debentures, "EXISTING
SUBORDINATED INDEBTEDNESS," subject to the obligations of the holders of
subordinated debt securities to pay over amounts remaining after payment of
senior indebtedness to persons in respect of other financial obligations.
The prospectus supplement may further describe the provisions, if any,
Subsidiary which owns Voting Stockmay apply to the subordination of State Street Bank, northe subordinated debt securities of a
particular series.
Restrictive Covenants
The subordinated indenture does not contain any significant restrictive
covenants. The prospectus supplement relating to a series of subordinated debt
securities may describe certain restrictive covenants, if any, to which we may
be bound under the subordinated indenture.
Governing Law
Both indentures are, and the senior debt securities and subordinated debt
securities will it permit
State Street Bank tobe, governed by and construed in accordance with the laws of the
state of New York.
DESCRIPTION OF WARRANTS
Offered Warrants
We may issue any shares of, or securities convertible into, or
options,warrants that are debt warrants or rights to subscribe foruniversal warrants. We may
offer warrants separately or purchase sharestogether with one or more additional warrants or
debt securities or any combination of Voting
Stockthose securities in the form of State Street Bank (except for mergers, consolidations or combinations
of State Street with State Street Bank orunits, as
described in conjunction with a merger of
State Street and State Street Bank with a third corporation) or to sell, lease
or otherwise dispose of all or substantially all of its property, assets and
business, unless (a) any sale, assignment, transfer, grantthe applicable prospectus supplement. If we issue warrants as part
of a security
interest, leaseunit, the accompanying prospectus supplement will specify whether those
warrants may be separated from the other securities in the unit prior to the
warrants' expiration date. Universal warrants issued in the United States may
not be so separated prior to the 91st day after the issuance of the unit, unless
otherwise specified in the applicable prospectus supplement.
Debt Warrants. We may issue, together with debt securities or other disposition is madeseparately,
warrants for fair market value,the purchase of debt securities on terms to be determined at the
time of sale. We refer to this type of warrant as a "DEBT WARRANT."
-15-
Universal Warrants. We may also issue warrants to purchase or sell, on
terms to be determined at the time of sale:
o securities of an entity not affiliated with us, a basket of those
securities, an index or indices of those securities or any combination of
the above;
o currencies; or
o commodities.
We refer to the property in the above clauses as "WARRANT PROPERTY." We
refer to this type of warrant as a "UNIVERSAL WARRANT." We may satisfy our
obligations, if any, with respect to any universal warrants by delivering the
Board of Directors of State Street and (b)warrant property or, in the case of warrants to purchase or sell securities or
commodities, the cash value of the securities or commodities, as described in
the applicable prospectus supplement.
Further Information in Prospectus Supplement
General Terms of Warrants
The applicable prospectus supplement will contain, where applicable, the
following terms of and other information relating to the warrants:
o the specific designation and aggregate number of, and the price at which
we will issue, the warrants;
o the currency with which the warrants may be purchased;
o the date on which the right to exercise the warrants will begin and the
date on which that right will expire or, if you may not continuously
exercise the warrants throughout that period, the specific date or dates
on which you may exercise the warrants;
o whether the warrants will be issued in fully registered form or bearer
form, in definitive or global form or in any such sale, assignment, transfer, grantcombination of these forms,
although, in any case, the form of a security interest or other
disposition of shares of, securities convertible into or options, warrants or
rights to subscribe for or purchase shares of Voting Stock of State Street
Bank or of any such Subsidiary, State Street will own at least 80% of the
issued and outstanding Voting Stock of State Street Bank free and clear of any
security interest after giving effect to such transaction.
The Subordinated Indenture does not contain a similar restriction on State
Street's ability to engage in or permit such transactions to occur.
EVENTS OF DEFAULT
THE SENIOR INDENTURE
The Senior Indenture (with respect to any series of Senior Debt Securities)
defines an Event of Default as any one of the following events: (a) default in
the payment of any interest upon any Senior Security when it becomes due and
payable, and continuance of such default for a period of 30 days; (b) default
in the payment of the principal of (or premium, if any, on) any Senior
Security at its Maturity; (c) failure to deposit any sinking fund payment when
due; (d) failure to perform any other covenants or warranties of State Street
in the Senior Indenture (other than a covenant or warrant included in a unit will
correspond to the Senior Indenture solelyform of the unit and of any debt security included in
that unit;
o any applicable material United States federal income tax consequences;
o the identity of the warrant agent for the benefitwarrants and of a seriesany other
depositaries, execution or paying agents, transfer agents, registrars,
determination, or other agents;
o the proposed listing, if any, of Seniorthe warrants or any securities
purchasable upon exercise of the warrants on any securities exchange;
o if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;
o information with respect to book-entry procedures, if any;
o the antidilution provisions of the warrants, if any;
o any redemption or call provisions;
o whether the warrants are to be sold separately or with other securities as
parts of units; and
-16-
o any other terms of the warrants.
Additional Terms of Debt Securities
thereunderWarrants
The applicable prospectus supplement will contain, where applicable, the
following terms of and other thaninformation relating to any debt warrants:
o the designation, aggregate principal amount, currency and terms of the
debt securities that series) continued for a periodmay be purchased upon exercise of 60 daysthe debt warrants;
o if applicable, the designation and terms of the debt securities with which
the debt warrants are issued and the number of the debt warrants issued
with each of the debt securities;
o if applicable, the date on and after which the holders of at least 10% indebt warrants and the
related debt securities will be separately transferable; and
o the principal amount of debt securities purchasable upon exercise of each
debt warrant, the Outstanding Senior Debt
Securities have given written notice as providedprice at which and the currency in which the Senior Indenture; (e)
accelerationdebt
securities may be purchased and the method of exercise.
Additional Terms of Universal Warrants
The applicable prospectus supplement will contain, where applicable, the
following terms of and other information relating to any indebtedness for borrowed money in an aggregate principaluniversal warrants:
o whether the universal warrants are put warrants or call warrants and
whether you or we will be entitled to exercise the warrants;
o the specific warrant property, and the amount exceeding $20,000,000 of State Street or of State Street Bank, if such
acceleration is not annulled within 30 days after written notice as provided
in the Senior Indenture; (f) certain events in bankruptcy, insolvency or
reorganization of State Street or State Street Bank; and (g) any other Event
of Default provided with respect to Senior Debt Securities of that series.
If an Event of Default with respect to the Senior Debt Securities of any
series at the time Outstanding occurs and is continuing, either the Senior
Trustee or the Holders of at least 25% in aggregate principalmethod for
determining the amount of the Outstanding Senior Debt Securitieswarrant property, purchasable or saleable
upon exercise of each universal warrant;
o the price at which and the currency with which the underlying securities,
currencies or commodities may be purchased or sold upon the exercise of
each universal warrant, or the method of determining that seriesprice;
o whether the exercise price may be paid in cash, by notice, declare the principal amount (or, ifexchange of any
other security offered with the Senior Debt Securitiesuniversal warrants or both and the method
of that series are
Original Issue Discount Securities, such portionexercising the universal warrants; and
o whether the exercise of the principal amountuniversal warrants is to be settled in cash or
by delivery of the underlying securities, commodities, or both.
Significant Provisions of the Warrant Agreements
We will issue the warrants under one or more warrant agreements to be
entered into between us and a bank or trust company, as maywarrant agent, in one or
more series, which will be specifieddescribed in the terms thereof)prospectus supplement for the
warrants. The forms of allwarrant agreements are filed as exhibits to the
Securitiesregistration statement. The following summaries of that seriessignificant provisions of the
warrant agreements and the warrants are not intended to be duecomprehensive and
payable immediately. At any time afterholders of warrants should review the declaration of
acceleration with respect to Senior Debt Securities of any series has been
made, but before a judgment or decree based on acceleration has been obtained,
the Holders of a majority in aggregate principal amount of Outstanding Senior
Debt Securities of that series may, under certain circumstances, rescind and
annul such acceleration.
11
THE SUBORDINATED INDENTURE
The Subordinated Indenture defines an Event of Default (with respect to any
series of Subordinated Debt Securities) as certain events involving the
bankruptcy, insolvency or reorganization of State Street.
If an Event of Default with respect to Subordinated Debt Securities of any
series at the time Outstanding occurs and is continuing, either the
Subordinated Trustee or the Holders of not less than 25% in principal amountdetailed provisions of the Outstanding Subordinated Debt Securitiesrelevant
warrant agreement for a full description and for other information regarding the
warrants.
Modifications Without Consent of that seriesWarrantholders
We and the warrant agent may declare the
principal amount (or, if the Subordinated Debt Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as
may be specified inamend the terms of that series) of all Subordinated Debt
Securities of that series to be due and payable immediately. At any time after
a declaration of acceleration with respect to Subordinated Debt Securities of
any series has been made, but before a judgment or decree based on the acceleration has been obtained, Holders of a majority in principal amount of
the Outstanding Subordinated Debt Securities of that series may, under certain
circumstances, rescind and annul such acceleration.
Rights of acceleration are limited to circumstances involving an Event of
Default. The Subordinated Indenture does not provide for any right of
acceleration of the payment of principal of a series of Subordinated Debt
Securities upon a default in the payment of principal, premium, if any, or
interest or in the performance of any covenant or agreement in the
Subordinated Debt Securities of the particular series or in the Subordinated
Indenture.
The Subordinated Indenture defines a Default as any one of the following
events: (a) an Event of Default; (b) default in the payment of interest on any
Subordinated Security when such interest becomes due and payable and such
default continues for a period of 30 days or in the payment of the principal
of (or premium, if any, on) any Subordinated Security at its Maturity (whether
or not payment is prohibited by the subordinated provisions); (c) failure to
deposit any sinking fund payment when due (whether or not payment is
prohibited by the subordination provisions); (d) failure to perform any other
covenants or warranties of State Street in the Subordinated Indenture (other
than a covenant or warranty included in the Subordinated Indenture solely for
the benefit of a series of Subordinated Debt Securities thereunder other than
that series) continued for a period of 60 days after the holders of at least
10% in principal amount of the Outstanding Subordinated Debt Securities have
given written notice as provided in the Subordinated Indenture; (e)
acceleration of any indebtedness for borrowed money in an aggregate principal
amount exceeding $20,000,000 of State Street or of State Street Bank, if such
acceleration is not annulled within 30 days after written notice as provided
in the Subordinated Indenture; (f) certain events in bankruptcy, insolvency or
reorganization of State Street or State Street Bank; and (g) any other Default
provided with respect to Securities of that series. In case a Default shall
occur and be continuing, the Subordinated Trustee may in its discretion
proceed to protect and enforce its rightswarrants and the
rights of the Holders of
Subordinated Debt Securities to the payment of due and unpaid principal and
interest or the performance of such covenant or agreement by appropriate
judicial proceedings as the Subordinated Trustee deems most effectual,
including proceedings seeking the payment by State Street of money damages for
the breach by State Street of its obligations and the execution upon any
judgment entered against State Street. Unless such a Default involved an Event
of Default, the Subordinated Trustee would have no rights of acceleration.
BOTH INDENTURES
Both Indentures provide that, subject to the duty of the Trustee during
default to act with the required standard of care set forth therein, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indentures at the request or direction of any of the Holders, unless
such Holders shall have offered to the Trustee reasonable security or
indemnity. Subject to such provisions
12
for the indemnification of the Trustee and to certain other conditions, the
Holders of a majority in aggregate principal amount of Outstanding Senior Debt
Securities or Outstanding Subordinated Debt Securities of any series will have
the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Senior Trustee and Subordinated Trustee,
respectively, or exercising any trust or power conferred on the Senior Trustee
and Subordinated Trustee, respectively.
No Holder of any series of Debt Securities will have any right to institute
any proceeding with respect to the Applicable Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the Trustee
under the Applicable Indenture written notice of a continuing Event of Default
and unless the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of that series shall have made written request, and
offered reasonable indemnity, to such Trustee to institute such proceeding as
trustee, and such Trustee shall not have received from the Holders of a
majority in aggregate principal amount of the Outstanding Securities of that
series a direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days. However, such limitations do not
apply to a suit instituted by a Holder of a Debt Security for enforcement of
payment of the principal of, premium, if any, or interest, if any, on such
Debt Security on or after the respective due dates expressed in such Debt
Security.
State Street is required to furnish to the Trustee annually a statement as
to the performance by State Street of certain of its obligations under the
Indentures and as to any default in such performance.
MODIFICATION AND WAIVER
Modifications and amendments of each of the Senior Indenture and the
Subordinated Indenture may be made by State Street and the Trustee under the
Applicable Indenture withwarrant certificates without the consent of the Holders ofholders to:
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o cure any ambiguity;
o cure, correct or supplement any defective or inconsistent provision; or
o amend the terms in any other manner which we may deem necessary or
desirable and which will not less than two-
thirds in aggregate principal amountadversely affect the interests of the
Debt Securitiesaffected holders in any material respect.
Enforceability of each series
issued under such IndentureRights of Warrantholders
The warrant agents will act solely as our agents in connection with the
warrant certificates and affected by the modificationwill not assume any obligation or amendment;
provided, however, that no such modificationrelationship of
agency or amendmenttrust for or with any holders of warrant certificates or beneficial
owners of warrants. Any holder of warrant certificates and any beneficial owner
of warrants may, without the consent of any other person, enforce by appropriate
legal action, on its own behalf, its right to exercise the Holderswarrants evidenced by
the warrant certificates in the manner provided for in that series of all Debt Securities affected thereby, (1) changewarrants
or pursuant to the Stated Maturityapplicable warrant agreement. No holder of any warrant
certificate or beneficial owner of any warrants will be entitled to any of the
principalrights of a holder of the debt securities or any installment of principal of or
interest on, any Debt Security; (2) reduce the principal amount of or the
premium,other warrant property, if any,
or (unless otherwise provided in the Applicable Prospectus
Supplement) interest on, any Debt Security (including in the case of any
discounted Debt Security the amount payablepurchasable upon accelerationexercise of the maturity
thereof); (3) change the place or currency of payment of principal of,
premium, if any, or interest on any Debt Security; (4) impairwarrants, including, without limitation, the
right to institute suit forreceive the enforcement of any paymentpayments on those debt securities or with respectother warrant property
or to any
Debt Security; (5) in the case of the Subordinated Indenture, modify the
subordination provisions in a manner adverse to the Holders of the
Subordinated Debt Securities; or (6) reduce the percentage in principal amount
of Debt Securities, the consent of whose Holders is required for modification
or amendment of the Indenture or for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults.
The Holders of at least two-thirds in aggregate principal amount of the
Senior Debt Securities or Subordinated Debt Securities may, on behalf of all
Holders of the Senior Debt Securities or Subordinated Debt Securities,
respectively, waive compliance by State Street with certain restrictive
provisions of the Applicable Indenture. The effect of any such waiver would be
to excuse State Street from complying with such provisions which may include
certain covenants for the benefit of Holders. The Holders of a majority in
aggregate principal amount of the Senior Debt Securities or the Subordinated
Debt Securities may, on behalf of all Holders of the Senior Debt Securities or
the Subordinated Debt Securities, respectively, waive any past default under
the Applicable Indenture, except a default in the payment of principal,
premium or interest or in the performance of certain covenants.
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CONSOLIDATION, MERGER AND SALE OF ASSETS
State Street, without the consent of the Holders ofenforce any of the Debt
Securities undercovenants or rights in the Indentures, may consolidate withrelevant indenture or merge into any
other corporation, may transfer or lease its assets substantially as an entiretysimilar agreement.
Registration and Transfer of Warrants
Subject to
any Person, or may acquire or lease the assets of any Person substantially as
an entirety, or may permit any Person to merge into or consolidate with State
Street, provided that (1) any successor or purchaser is a corporation
organized under the laws of any domestic jurisdiction; (2) any such successor
or purchaser assumes State Street's obligations on such Debt Securities and
under the Indenture; (3) after giving effect to the transaction no Event of
Default in the case of Senior Debt Securities and no Default in the case of
Subordinated Debt Securities, and no event that, after notice or lapse of
time, would become an Event of Default or Default, as the case may be, shall
have occurred and be continuing; and (4) certain other conditions are met.
DEFEASANCE
The Indentures provide that State Street, at State Street's option, will be
discharged from any and all obligations in respect of the Debt Securities of
any series (except for certain obligations to register the transfer of or to
exchange Debt Securities of such series, to replace stolen, lost or mutilated
Debt Securities of such series, to maintain paying agencies and hold moneys
for payment in trust) if State Street deposits, in trust, with the Trustee
money or U.S. Government Obligations, which through the payment of interest
thereon and principal thereof in accordance with their terms will provide
money in an amount sufficient to pay all the principal of, premium, if any,
and interest on the Debt Securities of such series on the dates such payments
are due in accordance with the terms of the Debt Securities of such series.
Such a trustapplicable warrant agreement, warrants in
registered, definitive form may be establishedpresented for exchange and for registration
of transfer, at the corporate trust office of the warrant agent for that series
of warrants, or at any other office indicated in the prospectus supplement
relating to that series of warrants, without service charge. However, the holder
will be required to pay any taxes and other governmental charges as described in
the warrant agreement. The transfer or exchange will be effected only if among other things, (i) no Eventthe
warrant agent for the series of Default under the Senior Indenture or Default under the Subordinated Indenture
or event whichwarrants is satisfied with the givingdocuments of
notice or lapsetitle and identity of time, or both, would
become such an Event of Default under the Senior Indenture or Default underperson making the Subordinated Indenture shall have occurredrequest.
Governing Law
The warrants and be continuing on the date
of such deposit, (ii) such deposit will not result in a breach or violation of
anyeach warrant agreement or instrument to which State Street is a party and (iii) State
Street shall have delivered an Opinion of Counsel to the effect that the
Holders will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit of defeasance and will be subject to
Federal income tax in the same manner as if such defeasance had not occurred.
CONCERNING THE TRUSTEE
U.S. Bank Trust National Association is the Trustee under both the Senior
Indenture and the Subordinated Indenture. State Street and certain of its
subsidiaries, including State Street Bank, conduct banking transactions with
U.S. Bank Trust National Association and its affiliates in the ordinary course
of business.
GOVERNING LAW
Both Indentures are, and the Senior Debt Securities and Subordinated Debt
Securities will be governed by, and construed
in accordance with, the laws of the State of New York.
DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURESGLOBAL SECURITIES
General
The Junior Subordinated Debenturesdebt securities may be issued in whole or in part in the form of one
or more fully registered global securities, each a "GLOBAL SECURITY," that will
be deposited with, or on behalf of, a depository which, unless otherwise
indicated in the applicable prospectus supplement for such series, will be DTC.
Unless and until it is exchanged in whole or in part for offered securities in
definitive form, a global security may not be transferred except as a whole in
the following manner: (1) by the depository for such global security to a
nominee of such depository or (2) by a nominee of such depository to such
depository or another nominee of such depository or (3) by such depository or
any such nominee to a successor of such depository or a nominee of such
successor or (4) in the manner provided in the final paragraph under this
heading.
The specific terms of the depository arrangement with respect to any debt
securities will be described in the applicable prospectus supplement. We
anticipate that the following provisions will apply to all depository
arrangements.
Upon the issuance of a global security with or on behalf of the
depository, the depository for such global security will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the debt
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securities represented by such global security to the accounts of persons that
have accounts with such depository, each such person, a "PARTICIPANT," which may
include Euroclear and Cedel. The accounts to be credited shall be designated by
the dealers, underwriters or agents participating in the distribution of such
debt securities or by us if we have offered and sold such debt securities
directly. Ownership of beneficial interests in a global security will be limited
to participants or persons that may hold interests through participants.
Ownership of a beneficial interest in such global security will be shown
on, and the transfer of that ownership will be effected only through, records
maintained by the depository for such global security (with respect to interests
of participants) or by participants or persons that hold through participants
(with respect to interests of persons other than participants). The laws of some
states require that certain purchasers of securities take physical delivery of
such securities in definitive form. Such limits and such laws may impair the
ability to own, transfer or pledge beneficial interests in a global security.
So long as the depository for a global security, or its nominee, is the
holder of such global security, such depository or such nominee, as the case may
be, will be considered the sole owner or holder of the debt securities
represented by such global security for all purposes under the applicable
indenture. Except as set forth below, owners of beneficial interests in a global
security will not be entitled to have debt securities of the series represented
by such global security registered in their names, will not receive or be
entitled to receive physical delivery of offered securities of such series in
definitive form and will not be considered the owners or holders thereof under
the applicable indenture. Accordingly, each person owning a beneficial interest
in a global security must rely on the procedures of the depository for such
global security and, if such person is not a participant, on the procedures of
the participant through which such person owns its interest, to exercise any
rights of a holder under the applicable indenture. We understand that under
existing industry practices, if we request any action of holders or if an owner
of a beneficial interest in a global security desires to give or take any action
which a holder is entitled to give or take under the applicable indenture, the
depository for such global security would authorize the participants holding the
relevant beneficial interest to give or take such action, and such participants
would authorize beneficial owners owning through such participants to give or
take such action or would otherwise act upon the instructions of beneficial
owners holding through them.
Payments of principal of or premium, if any, and interest, if any, on debt
securities represented by a global security registered in the name of a
depository or its nominee will be made to such depository or its nominee, as the
case may be, as the registered owner or the holder of the global security
representing such debt securities. None of State Street, the trustee for such
offered securities, any paying agent for such offered securities or the
securities registrar, as applicable, will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests in a global security for such offered securities
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
We expect that the depository for any debt securities represented by a
global debt security, upon receipt of any payment of principal, premium or
interest, will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such global debt security as shown on the records of such depository.
We also expect that payments by participants to owners of beneficial interests
in such global debt security held through such participants will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such participants.
No global debt security may be exchanged in whole or in part for debt
securities registered, and no transfer of a global debt security in whole or in
part may be registered, in the name of any person other than the depository for
such global debt security or a nominee thereof unless:
(a) such depository has notified us that it is unwilling or unable to
continue as depository for such global debt security or has ceased
to be a clearing agency registered under the Exchange Act;
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(b) there shall have occurred and be continuing an event of default or a
default, as the case may be, with respect to such global debt
security; or
(c) there shall exist such circumstances, if any, in addition to or in
lieu of the foregoing as have been specified for this purpose as
contemplated by the indentures.
Book-Entry Issuance
We expect DTC to act as securities depository for all of the debt
securities. The debt securities will be issued only as fully-registered
securities registered in the name of Cede & Co. (DTC's nominee). DTC will thus
be the only registered holder of the debt securities and will be considered the
sole owner of the debt securities for purposes of the declaration. One or more
fully-registered global certificates will be issued for the debt securities,
representing in the aggregate the aggregate principal balance of debt
securities.
In this prospectus and the accompanying prospectus supplement, for
book-entry debt securities, references to actions taken by debt security holders
will mean actions taken by DTC upon instructions from its participants, and
reference to payments and notices of redemptions to debt security holders will
mean payments and notices of redemption to DTC as the registered holder of the
debt securities for distribution to the participants in accordance with DTC's
procedures.
DTC is a limited purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants deposit with DTC. DTC also facilitates
the settlement among participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. "DIRECT PARTICIPANTS" include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. DTC is owned by a number of its direct participants and by
the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain custodial relationships with direct
participants, either directly or indirectly. The rules applicable to DTC and its
participants are on file with the SEC.
Purchases of debt securities within the DTC system must be made by or
through direct participants, which will receive a credit for the debt securities
on DTC's records. The ownership interest of each actual purchaser of each debt
security, each, a "BENEFICIAL OWNER," is in turn to be recorded on the direct
and indirect participants' records, including Euroclear and Cedel. DTC will
maintain accounts showing the debt security holdings of its participants, and
these participants will in turn maintain accounts showing the debt security
holdings of their customers. Some of these customers may themselves be
securities intermediaries holding debt securities for their customers. Thus,
each beneficial owner of a book-entry debt security will hold that debt security
indirectly through a hierarchy of intermediaries, with DTC at the "top" and the
beneficial owner's own securities intermediary at the "bottom." Beneficial
owners will not receive written confirmation from DTC of their purchases, but
beneficial owners are expected to receive written confirmations providing
details of the transactions, as well as periodic statements of their holdings,
from the direct or indirect participants through which the beneficial owners
purchased debt securities. Transfers of ownership interests in the debt
securities are to be issuedaccomplished by entries made on the books of participants
acting on behalf of beneficial owners. Beneficial owners will not receive
certificates representing their ownership interests in debt securities, except
in the event that use of the book-entry system for the debt securities is
discontinued.
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Transfers between participants will be effected in accordance with DTC's
procedures and will be settled in same-day funds. Transfers between participants
in Euroclear and Cedel will be effected in the ordinary way in accordance with
their respective rules and operating procedures.
Cross-market transfers between participants, on the one hand, and
Euroclear participants or Cedel participants, on the other hand, will be
effected by DTC in accordance with DTC's rules on behalf of Euroclear or Cedel,
as the case may be, by its respective depository; however, such cross-market
transaction will require delivery of instructions to Euroclear or Cedel, as the
case may be, by the counterparty in such system in accordance with the rules and
procedures and within the established deadlines (Brussels time) of such system.
Euroclear or Cedel, as the case may be, will, if the transaction meets its
settlement requirements, deliver instructions to its respective depository to
take action to effect final settlement on its behalf by delivering or receiving
interests in the debt securities in DTC, and making or receiving payment in
accordance with normal procedures and Cedel participants may not deliver
instructions directly to the depositaries for Euroclear or Cedel.
Because of time zone differences, the securities account of a Euroclear or
Cedel participant purchasing an interest in a debt security from a participant
in DTC will be credited, and any such crediting will be reported to the relevant
Euroclear participant or Cedel participant, during the securities settlement
processing day (which must be a business day for Euroclear and Cedel, as the
case may be) immediately following the DTC settlement date. Cash received in
Euroclear or Cedel as a result of sales of interests in a debt security by or
through a Euroclear or Cedel Participant to a Participant in DTC will be
received with value on the DTC settlement date but will be available in the
relevant Euroclear or Cedel cash account only as of the business day for
Euroclear or Cedel following the DTC settlement date.
DTC has no knowledge of the actual beneficial owners of the debt
securities; DTC's records reflect only the identity of the direct participants
to whose accounts such debt securities are credited, which may or may not be the
beneficial owners. The participants will remain responsible for keeping account
of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners and the voting
rights of direct participants, indirect participants and beneficial owners will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices will be sent to Cede & Co. as the registered holder of
the debt securities. If less than all of the debt securities are being redeemed,
DTC's current practice is to determine by lot the amount of the interest of each
direct participant to be redeemed.
Although voting with respect to the debt securities is limited to the
holders of record of the debt securities, in those instances in which a vote is
required, neither DTC nor Cede & Co. will itself consent or vote with respect to
the debt securities. Under its usual procedures, DTC would mail an omnibus proxy
to the relevant trustee as soon as possible after the record date. Such omnibus
proxy assigns Cede & Co.'s consenting or voting rights to those direct
participants to whose accounts such or debt securities are credited on the
record date (identified in a listing attached to the omnibus proxy).
Distribution payments on the debt securities will be made by the relevant
trustee to DTC. DTC's practice is to credit direct participants' accounts on the
relevant payment date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive payments
on such payment date. Payments by participants to beneficial owners will be
governed by standing instructions and customary practices and will be the
responsibility of such participant and not of DTC, the relevant trustee or State
Street, subject to any statutory or regulatory requirements as may be in effect
from time to time. Payment of distributions to DTC is the responsibility of the
relevant trustee, and disbursements of such payments to the beneficial owners is
the responsibility of direct and indirect participants.
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DTC may discontinue providing its services as securities depository with
respect to any of the debt securities at any time by giving reasonable notice to
the relevant trustee and to us. Under such circumstances, in the event that a
successor securities depository is not obtained, definitive certificates
representing such debt securities are required to be printed and delivered.
Additionally, we, at our option, may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor depository). After an event of
default, the holders of a majority in aggregate principal amount of debt
securities may determine to discontinue the system of book-entry transfers
through DTC. In any event, definitive certificates for such debt securities will
be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe to be accurate, but we assume no
responsibility for the accuracy thereof. We have no responsibility for the
performance by DTC or its participants of their respective obligations as
described herein or under the rules and procedures governing their respective
operations.
PLAN OF DISTRIBUTION
We may sell securities:
o to the public through a group of underwriters managed or co-managed by,
one or more underwriters, which may be affiliates;
o through one or more agents, which may be affiliates; or
o directly to purchasers.
The distribution of the securities may be effected from time to time in
one or more transactions:
o at a fixed price, or prices, which may be changed from time to time;
o at market prices prevailing at the time of sale;
o at prices related to such prevailing market prices; or
o at negotiated prices.
Each prospectus supplement will describe the method of distribution of the
securities and any applicable restrictions.
The prospectus supplement with respect to the securities of a particular
series will describe the terms of the offering of the securities, including the
following:
o the name of the agent or the name or names of any underwriters;
o the public offering or purchase price;
o any discounts and commissions to be allowed or paid to the agent or
underwriters;
o all other items constituting underwriting compensation;
o any discounts and commissions to be allowed or paid to dealers; and
o any exchanges on which the securities will be listed.
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Only the agents or underwriters named in the prospectus supplement are
agents or underwriters in connection with the securities being offered.
We may agree to enter into an agreement to indemnify the agents and the
several underwriters against certain civil liabilities, including liabilities
under the Securities Act or to contribute to payments the agents or the
underwriters may be required to make.
If so indicated in the applicable prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase debt securities or warrants from us pursuant to delayed
delivery contracts providing for payment and delivery on the date stated in the
prospectus supplement. Each contract will be for an amount not less than, and
the aggregate amount of securities sold pursuant to such contracts shall not be
less nor more than, the respective amounts stated in the prospectus supplement.
Institutions with whom the contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutions, but
shall in all cases be subject to our approval. Delayed delivery contracts will
not be subject to any conditions except that:
o the purchase by an institution of the debt securities or warrants covered
under that contract shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which that institution is subject; and
o if the debt securities or warrants are also being sold to underwriters
acting as principals for their own account, the underwriters shall have
purchased such debt securities or warrants not sold for delayed delivery.
The underwriters and other persons acting as our agents will not have any
responsibility in respect of the validity or performance of delayed
delivery contracts.
Certain of the underwriters and their associates and affiliates may be
customers of, have borrowing relationships with, engage in other transactions
with, and/or perform services, including investment banking services, for, us or
one or more of our affiliates in the ordinary course of business.
Certain of the underwriters may use this prospectus and the accompanying
prospectus supplement for offers and sales related to market-making transactions
in the securities. These underwriters may act as principal or agent in these
transactions, and the sales will be made at prices related to prevailing market
prices at the time of sale.
The securities will be new issues of securities and will have no
established trading market. The securities may or may not be listed on a
national securities exchange or the Nasdaq National Market. We can make no
assurance as to the liquidity of or the existence of trading markets for any of
the securities.
VALIDITY OF SECURITIES
Unless the applicable prospectus supplement indicates otherwise, certain
legal matters will be passed upon by Ropes & Gray for State Street and for the
underwriters by Cravath, Swaine & Moore. Ropes & Gray will rely as to all
matters of New York law on the opinion of Cravath, Swaine & Moore. Truman S.
Casner, a partner of Ropes & Gray, is a director of State Street. Mr. Casner
owns beneficially a total of 17,204 shares of common stock of State Street.
Ropes & Gray performs services for State Street from time to time.
EXPERTS
The consolidated financial statements of State Street Corporation
incorporated by reference in State Street Corporation's Annual Report (Form
10-K) for the year ended December 31, 1999, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
With respect to the unaudited condensed consolidated interim financial
information for the three-month periods ended March 31, 1999 and March 31, 1998,
the six-month periods ended June 30, 1999 and June 30, 1998, and the nine-month
periods ended September 30, 1999 and September 30, 1998, incorporated by
reference in this Prospectus, Ernst & Young LLP have reported that they have
applied limited procedures in accordance with professional standards for a
review of such information. However, their separate report, included in State
Street Corporation's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999, June 30, 1999, and September 30 1999, and incorporated herein by
reference, states that they did not audit and they do not express an opinion on
that interim financial information. Accordingly, the degree of reliance on their
report on such information should be restricted considering the limited nature
of the review procedures applied. The independent auditors are not subject to
the liability provisions of Section 11 of the Securities Act of 1933 (the "Act")
for their report on the unaudited interim financial information because that
report is not a "report" or a "part" of the Registration Statement prepared or
certified by the auditors within the meaning of Sections 7 and 11 of the Act.
-23-
STATE STREET CORPORATION
$1,000,000,000
DEBT SECURITIES
WARRANTS
--------------------
PROSPECTUS
, 2000
--------------------
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information.
We are not offering the debt securities in any state where the offer is
not permitted.
We do not claim the accuracy of the information in this prospectus as of
any date other than the dates stated on the cover.
-24-
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated , 2000
$1,000,000,000
State Street Corporation
Common Stock
Preferred Stock
Depositary Shares
Warrants
----------------------
State Street Corporation may offer and sell:
o Common Stock
o Preferred Stock
o Depositary Shares
o Warrants
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplements carefully before
you invest.
A security is not a deposit and the securities are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency.
This prospectus may be used to offer and sell securities only if
accompanied by the prospectus supplement for those securities.
Neither the SEC nor any state securities commission has approved these
securities or determined that this prospectus supplement or the prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
--------------------
The date of this Prospectus is , 2000.
--------------------
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE
ACCOMPANYING PROSPECTUS SUPPLEMENT
We provide information to you about the securities in two separate
documents that progressively provide more detail:
o this prospectus, which provides general information, some of which may not
apply to your securities; and
o the accompanying prospectus supplement, which describes the terms of the
securities.
If the terms of your securities vary between the prospectus supplement and
the accompanying prospectus, you should rely on the information in the following
order of priority:
o the prospectus supplement; and
o the prospectus.
We include cross-references in this prospectus and the accompanying
prospectus supplement to captions in these materials where you can find further
related discussions. The following Table of Contents and the Table of Contents
included in the accompanying prospectus supplement provide the pages on which
these captions are located.
--------------------
Neither we nor the underwriters have taken any action that would permit us
to publicly sell these securities in any jurisdiction outside the United States.
If you are an investor outside the United States, you should inform yourself
about and comply with any restrictions as to the offering of the securities and
the distribution of this prospectus.
-2-
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS......................................................... 4
WHERE YOU CAN FIND MORE
INFORMATION................................................................. 4
FORWARD-LOOKING STATEMENTS.....................................................6
STATE STREET CORPORATION.......................................................7
CONSOLIDATED RATIOS OF EARNINGS TO
FIXED CHARGES................................................................7
USE OF PROCEEDS................................................................7
DESCRIPTION OF PREFERRED STOCK.................................................7
General......................................................................7
Rank.........................................................................8
Dividends....................................................................8
Rights Upon Liquidation......................................................9
Redemption...................................................................9
Voting Rights...............................................................10
Conversion Rights...........................................................10
Exchangeability.............................................................10
Transfer Agent and Registrar................................................10
DESCRIPTION OF DEPOSITARY SHARES..............................................10
General.....................................................................10
Dividends and Other Distributions...........................................11
Withdrawal of Stock.........................................................11
Redemption of Depositary Shares.............................................11
Voting the Preferred Stock..................................................11
Amendment and Termination of the Deposit Agreement..........................12
Charges of Depositary.......................................................12
Resignation and Removal of Depositary.......................................12
Notices.....................................................................12
Limitation of Liability.....................................................12
Inspection of Books.........................................................13
DESCRIPTION OF COMMON STOCK...................................................13
General.....................................................................13
Shareholders' Rights Plan...................................................13
Transfer Agent and Registrar................................................14
Restrictions on Ownership...................................................14
DESCRIPTION OF WARRANTS.......................................................14
PLAN OF DISTRIBUTION..........................................................15
VALIDITY OF SECURITIES........................................................16
EXPERTS.......................................................................16
-3-
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, the "SEC," utilizing a "shelf" registration
process. Under this shelf process, we may from time to time sell any combination
of the common stock, preferred stock or warrants described in this prospectus in
one or more offerings up to a total dollar amount of $1,000,000,000. We may also
sell other securities under the registration statement that will reduce the
total dollar amount of securities that we may sell under this prospectus. This
prospectus provides you with a general description of the common stock,
preferred stock or warrants we may offer. Each time we sell common stock,
preferred stock or warrants, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with the additional information described under the heading "Where You
Can Find More Information."
Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus to "STATE STREET," "WE," "US," "OUR" or similar
references mean State Street Corporation.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the Securities
Act of 1933 that registers, among others securities, the offer and sale of the
securities offered by this prospectus. The registration statement, including the
attached exhibits and schedules, contains additional relevant information about
us. The rules and regulations of the SEC allow us to omit certain information
included in the registration statement from this prospectus.
In addition, we file reports, proxy statements and other information with
the SEC under the Securities Exchange Act of 1934. You may read and copy this
information at the following locations of the SEC:
Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
Northeast Regional Office
7 World Trade Center
Suite 1300
New York, New York 10048
Midwest Regional Office
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like us, who file
electronically with the SEC. The address of that site is:
http://www.sec.gov.
You can also inspect reports, proxy statements and other information about
us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
-4-
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, except
for any information that is superseded by information that is included directly
in this document or in a more recent incorporated document.
This prospectus incorporates by reference the documents listed below that
we have previously filed with the SEC. They contain important information about
us and our financial condition.
SEC FILINGS PERIOD
- ----------- ------
Annual Report on Form 10-K Year Ended December 31, 1999
Quarterly Report on Form 10-Q Quarter ended March 31, 1999
Quarter ended June 30, 1999
Quarter ended September 30, 1999
Current Report on Form 8-K Filed January 7, 2000
We incorporate by reference additional documents that we may file with the
SEC between the date of this prospectus and the date we sell all of the debt
securities. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document through us, or from the SEC through the SEC's Internet world wide web
site at the address described previously. Documents incorporated by reference
are available from us without charge, excluding any exhibits to those documents,
unless the exhibit is specifically incorporated by reference as an exhibit in
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address:
Investor Relations
State Street Corporation
225 Franklin Street
Boston, Massachusetts 02110
(617) 664-3477
We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, the
information and representations contained in this prospectus or in any of the
materials that we have incorporated into this prospectus. If anyone does give
you information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the
securities offered by this document are unlawful, or if you are a person to whom
it is unlawful to direct these types of activities, then the offer presented in
this document does not extend to you. The information contained in this document
speaks only as of the date of this document unless the information specifically
indicates that another date applies.
-5-
FORWARD-LOOKING STATEMENTS
This prospectus, including information included or incorporated by reference,
contains certain forward-looking statements with respect to our financial
condition, results of operations, plans, objectives, future performance and
business, including, without limitation, statements preceded by, followed by or
that include the words "believes," "expects," "anticipates," "estimates" or
similar expressions.
These forward-looking statements involve risks and uncertainties. Actual
results may differ materially from those contemplated by the forward-looking
statements due to many factors, including:
o future revenue may increase or decrease depending upon the extent of
increases or decreases in cross-border investments made by customers or
future customers;
o changes in the savings rate of individuals that are invested in mutual
funds or in defined contribution plans affect our revenues;
o fluctuations in worldwide securities market valuations may affect our
revenues;
o changes in markets served, including the growth rate of U.S. mutual funds,
the pace of debt issuance, outsourcing decisions, and mergers,
acquisitions and consolidations among customers and competitors may affect
our revenues;
o global and regional economic factors and changes or potential changes in
laws and regulations affecting our business, including volatile currencies
and changes in monetary policy, and social and political instability,
could affect results of operations;
o market interest rate levels, the shape of the yield curve and the
direction of interest rate changes affect net interest revenue and
fiduciary compensation from securities lending;
o the degree of volatility in foreign exchange rates may affect the amount
of foreign exchange trading revenue;
o the pace of pension reform and resulting programs including public and
private pension schemes may affect the pace of revenue growth;
o future prices that we are able to obtain for our products may increase or
decrease from current levels depending upon demand, our competitors'
activities and the introduction of new products into the marketplace;
o the pace at which existing and new customers use additional services and
assign additional assets to us for management or custody will affect
future results;
o changes in business mix, including the mix of U.S. and non-U.S. business,
may affect future results;
o technological change may be more difficult or expensive then anticipated;
and
o changes may occur in securities markets.
STATE STREET CORPORATION
We are a bank holding company organized under the laws of the Commonwealth
of Massachusetts and a leading provider of services to institutional investors
and investment managers worldwide. We were organized in 1970 and conduct our
business principally through our subsidiary, State Street Bank and Trust
Company, "STATE STREET BANK," which traces its beginnings to the founding of
Union Bank in 1792. The charter under which State Street Bank now operates was
authorized by a special act of the Massachusetts Legislature in 1891, and its
present name was adopted in 1960. Our executive offices are located at 225
Franklin Street, Boston, Massachusetts 02110 (telephone (617) 786-3000).
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS
Our consolidated ratios of earnings to fixed charges were as follows for
the five most recent fiscal years:
Year Ended December 31,
--------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Ratio of earnings to fixed charges ...... 2.02x 1.77x 1.93x 1.95x 1.75x
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the securities for
general corporate purposes unless otherwise indicated in the prospectus
supplement or term sheet relating to a specific issue of securities. Our general
corporate purposes may include extending credit to, or funding investments in,
our subsidiaries. The precise amounts and the timing of our use of the net
proceeds will depend upon our subsidiaries' funding requirements and the
availability of other funds. Until we use the net proceeds from the sale of any
of our securities for general corporate purposes, we will use the net proceeds
to reduce our short-term indebtedness or for temporary investments. We expect
that we will, on a recurrent basis, engage in additional financings as the need
arises to finance our growth, through acquisitions or otherwise, or to fund our
subsidiaries. We and State Street Bank regularly investigate possible
acquisitions.
DESCRIPTION OF PREFERRED STOCK
The following summary contains a description of the general terms of the
preferred stock, the "PREFERRED STOCK," that we may issue. Other terms of any
series of preferred stock will be described in the prospectus supplement
relating to that series of preferred stock. The terms of any series of preferred
stock may differ from the terms described below. Certain provisions of the
preferred stock described below and in any prospectus supplement are not
complete. You should refer to our Restated Articles of Incorporation, as
amended, "ARTICLES OF INCORPORATION," and the certificate of designation which
will be filed with the SEC in connection with the offering of the series of
preferred stock.
General
Our articles of incorporation permit our board of directors to authorize
the issuance of up to 3,500,000 shares of preferred stock, without par value, in
one or more series, without shareholder action. The board of directors can
determine the rights, preferences and limitations of each series. Therefore,
without shareholder approval, our board of directors can authorize the issuance
of preferred stock with voting, conversion and other rights that could dilute
the voting power and other rights of our common stockholders. None of our
preferred stock is currently outstanding.
-7-
The preferred stock has the terms described below unless otherwise
provided in the prospectus supplement relating to a particular series of the
preferred stock. You should read the prospectus supplement relating to the
particular series of the preferred stock being offered for specific terms,
including:
o the designation and stated value per share of the preferred stock and the
number of shares offered;
o the amount of liquidation preference per share;
o the price at which the preferred stock will be issued;
o the dividend rate, or method of calculation, the dates on which dividends
will be payable, whether dividends will be cumulative or noncumulative
and, if cumulative, the dates from which dividends will commence to
accumulate;
o any redemption or sinking fund provisions;
o any conversion provisions;
o whether we have elected to offer depositary shares as described under
"Description of Depositary Shares;" and
o any other rights, preferences, privileges, limitations and restrictions on
the Junior Subordinated Indenture.preferred stock.
The preferred stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the prospectus supplement, each series of the
preferred stock will rank equally as to dividends and liquidation rights in all
respects with each other series of preferred stock. The rights of holders of
shares of each series of preferred stock will be subordinate to those of our
general creditors.
As described under "Description of Depositary Shares," we may, at our
option, with respect to any series of the preferred stock, elect to offer
fractional interests in shares of preferred stock, and provide for the issuance
of depositary receipts representing depositary shares, each of which will
represent a fractional interest in a share of the series of the preferred stock.
The fractional interest will be specified in the prospectus supplement relating
to a particular series of the preferred stock.
Rank
Any series of the preferred stock will, with respect to the priority of
the payment of dividends and the priority of payments upon liquidation, winding
up and dissolution, rank:
o senior to all classes of common stock and all equity securities issued by
us the terms of which specifically provide that the equity securities will
rank junior to the preferred stock, the "JUNIOR SECURITIES;"
o equally with all equity securities issued by us the terms of which
specifically provide that the equity securities will rank equally with the
preferred stock, the "PARITY SECURITIES;" and
o junior to all equity securities issued by us the terms of which
specifically provide that the equity securities will rank senior to the
preferred stock.
Dividends
Holders of the preferred stock of each series will be entitled to receive,
when, as and if declared by our board of directors, cash dividends at such rates
and on such dates described in the prospectus supplement. Different series of
preferred stock may be entitled to dividends at different rates or based on
different methods of calculation. The
-8-
dividend rate may be fixed or variable or both. Dividends will be payable to the
holders of record as they appear on our stock books on record dates fixed by our
board of directors, as specified in the applicable prospectus supplement.
Dividends on any series of the preferred stock may be cumulative or
noncumulative, as described in the applicable prospectus supplement. If our
board of directors does not declare a dividend payable on a dividend payment
date on any series of noncumulative preferred stock, then the holders of that
noncumulative preferred stock will have no right to receive a dividend for that
dividend payment date, and we will have no obligation to pay the dividend
accrued for that period, whether or not dividends on that series are declared
payable on any future dividend payment dates. Dividends on any series of
cumulative preferred stock will accrue from the date we initially issue shares
of such series or such other date specified in the applicable prospectus
supplement.
No full dividends may be declared or paid or funds set apart for the
payment of any dividends on any parity securities unless dividends have been
paid or set apart for payment on the preferred stock. If full dividends are not
paid, the preferred stock will share dividends pro rata with the parity
securities. No dividends may be declared or paid or funds set apart for the
payment of dividends on any junior securities unless full cumulative dividends
for all dividend periods terminating on or prior to the date of the declaration
or payment will have been paid or declared and a sum sufficient for the payment
set apart for payment on the preferred stock.
Our ability to pay dividends on our preferred stock is subject to policies
established by the Federal Reserve Board.
Rights Upon Liquidation
If we dissolve, liquidate or wind up our affairs, either voluntarily or
involuntarily, the holders of each series of preferred stock will be entitled to
receive, before any payment or distribution of assets is made to holders of
junior securities, liquidating distributions in the amount described in the
prospectus supplement relating to that series of the preferred stock, plus an
amount equal to accrued and unpaid dividends and, if the series of the preferred
stock is cumulative, for all dividend periods prior to that point in time. If
the amounts payable with respect to the preferred stock of any series and any
other parity securities are not paid in full, the holders of the preferred stock
of that series and of the parity securities will share proportionately in the
distribution of our assets in proportion to the full liquidation preferences to
which they are entitled. After the holders of preferred stock and the parity
securities are paid in full, they will have no right or claim to any of our
remaining assets.
Because we are a bank holding company, our rights, the rights of our
creditors and of our stockholders, including the holders of the preferred stock
offered by this prospectus, to participate in the assets of any subsidiary upon
the subsidiary's liquidation or recapitalization may be subject to the prior
claims of the subsidiary's creditors except to the extent that we may ourselves
be a creditor with recognized claims against the subsidiary.
Redemption
A series of the preferred stock may be redeemable, in whole or in part, at
our option with prior Federal Reserve Board approval. In addition, a series of
preferred stock may be subject to mandatory redemption pursuant to a sinking
fund or otherwise. The redemption provisions that may apply to a series of
preferred stock, including the redemption dates and the redemption prices for
that series, will be described in the prospectus supplement.
In the event of partial redemptions of preferred stock, whether by
mandatory or optional redemption, our board of directors will determine the
method for selecting the shares to be redeemed, which may be by lot or pro rata
or by any other method determined to be equitable.
On or after a redemption date, unless we default in the payment of the
redemption price, dividends will cease to accrue on shares of preferred stock
called for redemption. In addition, all rights of holders of the shares will
terminate except for the right to receive the redemption price.
-9-
Unless otherwise specified in the applicable prospectus supplement for any
series of preferred stock, if any dividends on any other series of preferred
stock ranking equally as to payment of dividends and liquidation rights with
such series of preferred stock are in arrears, no shares of any such series of
preferred stock may be redeemed, whether by mandatory or optional redemption,
unless all shares of preferred stock are redeemed, and we will not purchase any
shares of such series of preferred stock. This requirement, however, will not
prevent us from acquiring such shares pursuant to a purchase or exchange offer
made on the same terms to holders of all such shares outstanding.
Under current regulations, bank holding companies may exercise an option
to redeem shares of preferred stock included as Tier 1 capital, or exchange the
preferred stock for debt securities, without the prior approval of the Federal
Reserve Board, if the bank holding company will remain well capitalized,
received a composite rating of 1 or 2 on its most recent BOPEC inspection and is
not the subject of any unresolved supervisory issues.
Voting Rights
Unless otherwise described in the applicable prospectus supplement,
holders of the preferred stock will have no voting rights except as set forth
below or as otherwise required by law or in our articles of organization.
Under regulations adopted by the Federal Reserve Board, if the holders of
any series of the preferred stock are or become entitled to vote for the
election of directors because dividends on such series are in arrears, such
series may then be deemed a "class of voting securities" and a holder of 25% or
more of such series, or a holder of 5% or more if it otherwise exercises a
"controlling influence" over us, may then be subject to regulation as a bank
holding company in accordance with the Bank Holding Company Act. In addition, at
such time as such series is deemed a class of voting securities, (a) any other
bank holding company may be required to obtain the approval of the Federal
Reserve Board to acquire or retain 5% or more of that series and (b) any person
other than a bank holding company may be required to obtain the approval of the
Federal Reserve Board to acquire or retain 10% or more of that series.
Conversion Rights
Shares of preferred stock of any series may not be exchanged for or
converted, mandatorily or otherwise, into shares of common stock, but may be
exchanged for or converted, mandatorily or otherwise, into shares of another
series of preferred stock.
Exchangeability
The holders of shares of preferred stock of any series may be required at
any time or at maturity to exchange those shares for our debt securities. The
applicable prospectus supplement will specify the terms of any such exchange.
Transfer Agent and Registrar
Unless otherwise indicated in the applicable prospectus supplement,
Equiserve Limited Partnership, an affiliate of State Street, will be the
transfer agent, dividend and redemption price disbursement agent and registrar
for shares of each series of the preferred stock.
DESCRIPTION OF DEPOSITARY SHARES
General
We may, at our option, elect to offer fractional shares of preferred
stock, "DEPOSITARY SHARES," rather than full shares of preferred stock. If we
do, we will issue to the public receipts, called "DEPOSITARY
-10-
RECEIPTS," for depositary shares, each of which will represent a fraction, to be
described in the prospectus supplement, of a share of a particular series of
preferred stock.
The shares of any series of preferred stock represented by depositary
shares will be deposited under a deposit agreement, the "DEPOSIT AGREEMENT,"
between us and the depositary named in the prospectus supplement, the
"DEPOSITARY." Subject to the terms of the deposit agreement, each owner of a
depositary share will be entitled, in proportion to the applicable fractional
interest in a share of preferred stock represented by the depositary share, to
all the rights and preferences of the preferred stock represented by the
depositary share. Those rights include dividend, voting, redemption, conversion
and liquidation rights.
The following summary of certain terms and
provisions of the Junior Subordinated Debentures, Corresponding Junior
Subordinated Debentures and the Junior Subordinated Indenture, which
summarizes the material provisions thereof, doesdeposit agreement is
not purport to be complete and is subject to, and is qualified in its entirety by reference
to, all the provisions of the deposit agreement. Whenever particular sections of
the deposit agreement are referred to, it is intended that the sections shall be
incorporated by reference in this prospectus. You should read copies of the
forms of deposit agreement and depositary receipt filed as exhibits to the
registration statement which contains this prospectus.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash
distributions received in respect of the preferred stock to the record holders
of depositary shares in proportion to the numbers of depositary shares owned by
those holders.
If there is a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares,
unless the depositary determines that it is not feasible to make the
distribution. If this occurs, the depositary may, with our approval, sell the
property and distribute the net proceeds from the sale to the holders.
Withdrawal of Stock
Unless the related depositary shares have been previously called for
redemption, upon surrender of the depositary receipts at the office of the
depositary, the holder of the depositary shares will be entitled to delivery, at
the office of the depositary to or upon his or her order, of the number of whole
shares of the preferred stock and any money or other property represented by the
depositary shares. If the depositary receipts delivered by the holder evidence a
number of depositary shares in excess of the number of depositary shares
representing the number of whole shares of preferred stock to be withdrawn, the
depositary will deliver to the holder at the same time a new depositary receipt
evidencing the excess number of depositary shares. In no event will the
depositary deliver fractional shares of preferred stock upon surrender of
depositary receipts.
Redemption of Depositary Shares
Whenever we redeem shares of preferred stock held by the depositary, the
depositary will redeem as of the same redemption date the number of depositary
shares representing shares of the preferred stock so redeemed, so long as we
have paid in full to the depositary the redemption price of the preferred stock
to be redeemed plus an amount equal to any accumulated and unpaid dividends on
the preferred stock to the date fixed for redemption. The redemption price per
depositary share will be equal to the redemption price and any other amounts per
share payable on the preferred stock multiplied by the fraction of a share of
preferred stock represented by one depositary share. If less than all the
depositary shares are to be redeemed, the depositary shares to be redeemed will
be selected by lot or pro rata as may be determined by the depositary.
After the date fixed for redemption, depositary shares called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of depositary shares will cease, except the right to receive the moneys
-11-
payable upon redemption and any money or other property to which the holders of
the depositary shares were entitled upon redemption upon surrender to the
depositary of the depositary receipts evidencing the depositary shares.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the
preferred stock are entitled to vote, the depositary will mail the information
contained in the notice of meeting to the record holders of the depositary
receipts relating to that preferred stock. The record date for the depositary
receipts relating to the preferred stock will be the same date as the record
date for the preferred stock. Each record holder of the depositary shares on the
record date will be entitled to instruct the depositary as to the exercise of
the voting rights pertaining to the number of shares of preferred stock
represented by that holder's depositary shares. The depositary will endeavor,
insofar as practicable, to vote the number of shares of preferred stock
represented by the depositary shares in accordance with those instructions, and
we will agree to take all action which may be deemed necessary by the depositary
in order to enable the depositary to do so. The depositary will not vote any
shares of preferred stock except to the extent it receives specific instructions
from the holders of depositary shares representing that number of shares of
preferred stock.
Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment that materially and
adversely alters the rights of the existing holders of depositary receipts will
not be effective unless it has been approved by the holders of at least a
majority of the depositary shares then outstanding.
We or the depositary may terminate the deposit agreement only if:
o all outstanding depositary shares have been redeemed; or
o there has been a final distribution in respect of the preferred stock in
connection with our liquidation, dissolution or winding up and the
distribution has been distributed to the holders of depositary receipts.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges of
the depositary in connection with the initial deposit of the preferred stock and
any redemption of the preferred stock. Holders of depositary receipts will pay
other transfer and other taxes and governmental charges and such other charges
as are expressly provided in the deposit agreement to be for their accounts.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering to us notice of its
election to do so, and we may remove the depositary at any time. Any resignation
or removal of the depositary will take effect upon our appointment of a
successor depositary and its acceptance of such appointment. The successor
depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at
least $50,000,000.
Notices
The depositary will forward to holders of depositary receipts all notices,
reports and other communications, including proxy solicitation materials
received from us, which are delivered to the depositary and which we are
required to furnish to the holders of the preferred stock.
-12-
Limitation of Liability
Neither we nor the depositary will be liable if either of us is prevented
or delayed by law or any circumstance beyond our control in performing our
obligations under the deposit agreement. Our obligations and those of the
depositary under the deposit agreement will be limited to performance in good
faith of our and their duties thereunder. We and the depositary will not be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or preferred stock unless satisfactory indemnity is furnished.
We and the depositary may rely upon written advice of counsel or accountants, on
information provided by persons presenting preferred stock for deposit, holders
of depositary receipts or other persons believed to be competent and on
documents believed to be genuine.
Inspection of Books
Any record holder of depositary shares who has been a holder for at least
six months or who holds at least five percent of our outstanding shares of
capital stock will be entitled to inspect the transfer books relating to the
depositary shares and the list of record holders of depositary shares upon
certification to the depositary that the holder is acting in good faith and that
the inspection is for a proper purpose.
DESCRIPTION OF COMMON STOCK
General
We have 250,000,000 shares of common stock, $1.00 par value per share,
authorized, of which 159,590,000 shares were outstanding as of December 31,
1999.
Holders of our common stock are entitled to receive dividends when, as and
if declared by our board of directors out of any funds legally available for
dividends. Holders of our common stock are also entitled, upon our liquidation,
and after claims of creditors and preferences of preferred stock, and any other
class or series of preferred stock outstanding at the time of liquidation, to
receive pro rata our net assets. We pay dividends on our common stock only if we
have paid or provided for all dividends on our outstanding series of preferred
stock, for the then current period and, in the case of any cumulative preferred
stock, all prior periods.
Our preferred stock has, or upon issuance will have, preference over our
common stock with respect to the payment of dividends and the distribution of
assets in the event of our liquidation or dissolution. Our preferred stock also
has such other preferences as may be fixed by our board of directors.
Holders of our common stock are entitled to one vote for each share that
they hold and are vested with all of the voting power except as our board of
directors has provided, or may provide in the future, with respect to preferred
stock or any other class or series of preferred stock that the board of
directors may hereafter authorize. See "Description of Preferred Stock" and
"Description of Existing Preferred Stock." Shares of our common stock are not
redeemable, and have no subscription, conversion or preemptive rights.
The affirmative vote of not less than 80% of our outstanding voting stock,
voting separately as a class, is required for certain business combinations
between us and/or our subsidiaries and persons owning 10% or more of our voting
stock. See "Selected Provisions in our Articles of Incorporation--Business
Combinations With Related Persons."
Our common stock is listed on the New York Stock Exchange. Outstanding
shares of our common stock are validly issued, fully paid and non-assessable.
Holders of our common stock are not, and will not be, subject to any liability
as stockholders.
Shareholders' Rights Plan
-13-
In 1988, State Street declared a dividend of one preferred share purchase
right for each outstanding share of common stock pursuant to a shareholders'
Rights Agreement. On June 18, 1998, State Street adopted an amendment to the
Rights Agreement and has restated the Rights Agreement. Under the Amended and
Restated Rights Agreement, a right may be exercised, under certain conditions,
to purchase one four-hundredths share of a series of participating preferred
stock at an exercise price of $265, subject to adjustment. The rights become
exercisable if a party acquires or obtains the right to acquire 10% or more of
State Street's common stock or after commencement or public announcement of an
offer for 10% or more of State Street's common stock. When exercisable, under
certain conditions, each right also entitles the holder thereof to purchase
shares of common stock, of either State Street or of the acquiror, having a
market value of two times the then current exercise price of that right.
The rights expire in September 2008, and may be redeemed at a price of
$.0025 per right at any time prior to expiration or the acquisition of 10% of
State Street's common stock. Under certain circumstances, the rights may be
redeemed after they become exercisable and may be subject to automatic
redemption.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Equiserve Limited
Partnership, an affiliate of State Street.
Restrictions on Ownership
The Bank Holding Company Act requires any "bank holding company," as
defined in the Bank Holding Company Act, to obtain the approval of the Federal
Reserve Board prior to the acquisition of 5% or more of our common stock. Any
person, other than a bank holding company, is required to obtain prior approval
of the Federal Reserve Board to acquire 10% or more of our common stock under
the Change in Bank Control Act. Any holder of 25% or more of our common stock,
or a holder of 5% or more if such holder otherwise exercises a "controlling
influence" over us, is subject to regulation as a bank holding company under the
Bank Holding Company Act.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase preferred stock or common stock.
Warrants may be issued independently or together with preferred stock or common
stock and may be attached to or separate from any preferred stock or common
stock. Each series of warrants will be issued under a separate warrant agreement
to be entered into between us and a warrant agent. The warrant agent will act
solely as our agent in connection with the warrants and will not assume any
obligation or relationship of agency or trust for or with any holders or
beneficial owners of warrants. Below is a description of certain general terms
and provisions of the warrants that we may offer. Further terms of the warrants
and the applicable warrant agreement will be described in the prospectus
supplement.
The prospectus supplement relating to a particular issue of warrants will
describe the terms of the warrants, which may include the following:
o the title of the warrants;
o the offering price for the warrants, if any;
o the aggregate number of the warrants;
o the designation and terms of the preferred stock or common stock
purchasable upon exercise of the warrants;
o if applicable, the designation and terms of the preferred stock or common
stock with which the warrants are issued and the number of warrants issued
with each security;
-14-
o if applicable, the date from and after which the warrants and the related
preferred stock or common stock will be separately transferable;
o the number of shares of preferred stock or common stock purchasable upon
exercise of a warrant and the price at which those shares may be
purchased;
o the date on which the right to exercise the warrants shall begin and the
date on which such right shall expire;
o if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;
o information with respect to book-entry procedures, if any;
o the currency or currency units in which the offering price, if any, and
the exercise price are payable;
o if applicable, a discussion of material United States Federal income tax
considerations;
o the antidilution provisions of the warrants, if any;
o any redemption or call provisions; and
o any additional terms of the warrants, including terms, procedures, and
limitations relating to the exchange and exercise of the warrants.
PLAN OF DISTRIBUTION
We may sell securities:
o to the public through a group of underwriters managed or co-managed by,
one or more underwriters, which may be affiliates;
o through one or more agents, which may be affiliates; or
o directly to purchasers.
The distribution of the securities may be effected from time to time in
one or more transactions:
o at a fixed price, or prices, which may be changed from time to time;
o at market prices prevailing at the time of sale;
o at prices related to such prevailing market prices; or
o at negotiated prices.
Each prospectus supplement will describe the method of distribution of the
securities and any applicable restrictions.
The prospectus supplement with respect to the securities of a particular
series will describe the terms of the offering of the securities, including the
following:
o the name of the agent or the name or names of any underwriters;
-15-
o the public offering or purchase price;
o any discounts and commissions to be allowed or paid to the agent or
underwriters;
o all other items constituting underwriting compensation;
o any discounts and commissions to be allowed or paid to dealers; and
o any exchanges on which the securities will be listed.
Only the agents or underwriters named in the prospectus supplement are
agents or underwriters in connection with the securities being offered.
We may agree to enter into an agreement to indemnify the agents and the
several underwriters against certain civil liabilities, including liabilities
under the Securities Act or to contribute to payments the agents or the
underwriters may be required to make.
If so indicated in the applicable prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase securities from us pursuant to delayed delivery
contracts providing for payment and delivery on the date stated in the
prospectus supplement. Each contract will be for an amount not less than, and
the aggregate amount of securities sold pursuant to such contracts shall not be
less nor more than, the respective amounts stated in the prospectus supplement.
Institutions with whom the contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutions, but
shall in all cases be subject to our approval. Delayed delivery contracts will
not be subject to any conditions except that:
o the purchase by an institution of the securities covered under that
contract shall not at the time of delivery be prohibited under the laws of
the jurisdiction to which that institution is subject; and
o if the securities are also being sold to underwriters acting as principals
for their own account, the underwriters shall have purchased such
securities not sold for delayed delivery. The underwriters and other
persons acting as our agents will not have any responsibility in respect
of the validity or performance of delayed delivery contracts.
Certain of the underwriters and their associates and affiliates may be
customers of, have borrowing relationships with, engage in other transactions
with, and/or perform services, including investment banking services, for, us or
one or more of our affiliates in the ordinary course of business.
Certain of the underwriters may use this prospectus and the accompanying
prospectus supplement for offers and sales related to market-making transactions
in the securities. These underwriters may act as principal or agent in these
transactions, and the sales will be made at prices related to prevailing market
prices at the time of sale.
The securities will be new issues of securities and will have no
established trading market. The securities may or may not be listed on a
national securities exchange or the Nasdaq National Market. We can make no
assurance as to the liquidity of or the existence of trading markets for any of
the securities.
VALIDITY OF SECURITIES
Unless the applicable prospectus supplement indicates otherwise, certain
legal matters will be passed upon by Ropes & Gray for State Street and for the
underwriters by Cravath, Swaine & Moore. Ropes & Gray will rely as to all
matters of New York law on the opinion of Cravath, Swaine & Moore. Truman S.
Casner, a partner of Ropes & Gray, is a director of State Street. Mr. Casner
owns beneficially a total of 17,204 shares of common stock of State Street.
Ropes & Gray performs services for State Street from time to time.
-16-
EXPERTS
The consolidated financial statements of State Street Corporation
incorporated by reference in State Street Corporation's Annual Report (Form
10-K) for the year ended December 31, 1999, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
With respect to the unaudited condensed consolidated interim financial
information for the three-month periods ended March 31, 1999 and March 31, 1998,
the six-month periods ended June 30, 1999 and June 30, 1998, and the nine-month
periods ended September 30, 1999 and September 30, 1998, incorporated by
reference in this Prospectus, Ernst & Young LLP have reported that they have
applied limited procedures in accordance with professional standards for a
review of such information. However, their separate report, included in State
Street Corporation's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999, June 30, 1999, and September 30 1999, and incorporated herein by
reference, states that they did not audit and they do not express an opinion on
that interim financial information. Accordingly, the degree of reliance on their
report on such information should be restricted considering the limited nature
of the review procedures applied. The independent auditors are not subject to
the liability provisions of Section 11 of the Securities Act of 1933 (the "Act")
for their report on the unaudited interim financial information because that
report is not a "report" or a "part" of the Registration Statement prepared or
certified by the auditors within the meaning of Sections 7 and 11 of the Act.
-17-
STATE STREET CORPORATION
$1,000,000,000
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
--------------------
PROSPECTUS
, 2000
--------------------
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information.
We are not offering the securities in any state where the offer is not
permitted.
We do not claim the accuracy of the information in this prospectus as of
any date other than the dates stated on the cover.
-18-
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated , 2000
$1,000,000,000
State Street Corporation
----------------------
State Street Capital Trust II
State Street Capital Trust III
State Street Capital Trust IV
Capital Securities
Fully and Unconditionally
Guaranteed By
State Street Corporation
----------------------
THE TRUSTS:
The trusts are Delaware business trusts. Each trust may from time to time:
o sell capital securities representing undivided beneficial interests in the
trust to the public;
o sell common securities representing undivided beneficial interests in the
trust to State Street Corporation;
o use the proceeds from these sales to buy an equal principal amount of
junior subordinated debentures of State Street Corporation; and
o distribute the cash payments it receives on the junior subordinated
debentures it owns to the holders of the capital and common securities.
DISTRIBUTIONS:
o For each capital security that you own, you will receive cumulative cash
distributions at a rate set forth in the accompanying prospectus
supplement on the liquidation amount of the preferred security. The
liquidation amount per capital security will be set forth in the
accompanying prospectus supplement.
STATE STREET CORPORATION:
State Street Corporation will fully and unconditionally guarantee the
payment by the trust of the capital securities based on obligations discussed in
this prospectus. This is called the capital securities guarantee.
--------------------
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplements carefully before
you invest.
A security is not a deposit and the securities are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency.
This prospectus may be used to offer and sell securities only if
accompanied by the prospectus supplement for those securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus to which it relates is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2000
-2-
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE
ACCOMPANYING PROSPECTUS SUPPLEMENT
We provide information to you about the securities in two separate
documents that progressively provide more detail:
o this prospectus, which provides general information, some of which may not
apply to your securities; and
o the accompanying prospectus supplement, which describes the terms of the
securities.
If the terms of your securities vary between the prospectus supplement and
the accompanying prospectus, you should rely on the information in the following
order or priority:
o the prospectus supplement; and
o the prospectus.
We include cross-references in this prospectus and the accompanying
prospectus supplement to captions in these materials where you can find further
related discussions. The following Table of Contents and the Table of Contents
included in the accompanying prospectus supplement provide the pages on which
these captions are located.
--------------------
Neither we nor the underwriters have taken any action that would permit us
to publicly sell these securities in any jurisdiction outside the United States.
If you are an investor outside the United States, you should inform yourself
about and comply with any restrictions as to the offering of the securities and
the distribution of this prospectus.
-3-
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS..........................................................6
WHERE YOU CAN FIND MORE INFORMATION............................................6
FORWARD-LOOKING STATEMENTS.....................................................8
STATE STREET CORPORATION.......................................................9
THE TRUSTS.....................................................................9
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES..............................10
REASON FOR TRANSACTION........................................................10
USE OF PROCEEDS...............................................................10
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES.............................10
General.....................................................................10
Additional Interest.........................................................12
Denominations, Registration and Transfer....................................12
Payment and Paying Agents...................................................13
Option to Defer Interest Payments...........................................13
Redemption..................................................................13
Restrictions on Certain Payments............................................15
Limitation on Mergers and Sales of Assets...................................15
Events of Default, Waiver and Notice........................................16
Distribution of the Junior Subordinated Indenture, a copyDebentures..........................17
Modification of Junior Subordinated Indenture...............................17
Enforcement of Certain Rights by Holders of Capital Securities..............17
Defeasance and Discharge....................................................18
Conversion or Exchange......................................................18
Subordination...............................................................18
Governing Law...............................................................20
The Debenture Trustee.......................................................20
Corresponding Junior Subordinated Debentures................................20
DESCRIPTION OF THE CAPITAL SECURITIES.........................................21
General.....................................................................21
Distributions...............................................................21
Redemption or Exchange......................................................23
Redemption Procedures.......................................................25
Subordination of Common Securities..........................................26
Liquidation Distribution Upon Dissolution...................................26
Events of Default; Notice...................................................27
Removal of Trustees.........................................................28
Co-Trustees and Separate Property Trustee...................................28
Merger or Consolidation of Trustees.........................................28
Mergers, Consolidations, Amalgamations or Replacements of the Trusts........28
Voting Rights; Amendment of Each Trust Agreement............................29
Payment and Paying Agency .................................................31
Registrar and Transfer Agent................................................31
Information Concerning the Property Trustee.................................31
Trust Expenses..............................................................32
Governing Law...............................................................32
Miscellaneous...............................................................32
COMMON SECURITIES.............................................................32
DESCRIPTION OF THE CAPITAL SECURITIES GUARANTEES..............................32
General ....................................................................33
Status of the Guarantees....................................................34
-4-
Amendments and Assignment...................................................34
Termination of the Guarantees...............................................34
Events of Default...........................................................34
Information Concerning the Guarantee Trustee................................35
Governing Law...............................................................35
RELATIONSHIP AMONG THE CAPITAL SECURITIES, THE CORRESPONDING JUNIOR
SUBORDINATED DEBENTURES AND THE CAPITAL SECURITIES GUARANTEES...............35
Limited Purpose of Trusts...................................................37
Rights Upon Dissolution.....................................................37
GLOBAL SECURITIES.............................................................38
General.....................................................................38
Book-Entry Issuance.........................................................39
PLAN OF DISTRIBUTION..........................................................41
VALIDITY OF SECURITIES........................................................42
EXPERTS.......................................................................42
-5-
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, the "SEC," utilizing a "shelf" registration
process. Under this shelf process, we may from time to time sell any combination
of the debt securities or warrants described in this prospectus in one or more
offerings up to a total dollar amount of $1,000,000,000. We may also sell other
securities under the registration statement that will reduce the total dollar
amount of securities that we may sell under this prospectus. This prospectus
provides you with a general description of the debt securities or warrants we
may offer. Each time we sell debt securities or warrants, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with the additional information described
under the heading "Where You Can Find More Information."
Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus to "STATE STREET," "WE," "US," "OUR" or similar
references mean State Street Corporation.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the Securities Act
of 1933 that registers, among others securities, the offer and sale of the
securities offered by this prospectus. The registration statement, including the
attached exhibits and schedules, contains additional relevant information about
us. The rules and regulations of the SEC allow us to omit certain information
included in the registration statement from this prospectus.
In addition, we file reports, proxy statements and other information with
the SEC under the Securities Exchange Act of 1934. You may read and copy this
information at the following locations of the SEC:
Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
Northeast Regional Office
7 World Trade Center
Suite 1300
New York, New York 10048
Midwest Regional Office
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like us, who file
electronically with the SEC. The address of that site is:
http://www.sec.gov.
You can also inspect reports, proxy statements and other information about
us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
-6-
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, except
for any information that is superseded by information that is included directly
in this document or in a more recent incorporated document.
This prospectus incorporates by reference the documents listed below that we
have previously filed with the SEC. They contain important information about us
and our financial condition.
SEC FILINGS PERIOD
- ----------- ------
Annual Report on Form 10-K Year Ended December 31, 1999
Quarterly Report on Form 10-Q Quarter ended March 31, 1999
Quarter ended June 30, 1999
Quarter ended September 30, 1999
Current Report on Form 8-K Filed January 7, 2000
We incorporate by reference additional documents that we may file with the
SEC between the date of this prospectus and the date we sell all of the debt
securities. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document through us, or from the SEC through the SEC's Internet world wide web
site at the address described previously. Documents incorporated by reference
are available from us without charge, excluding any exhibits to those documents,
unless the exhibit is specifically incorporated by reference as an exhibit in
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address:
Investor Relations
State Street Corporation
225 Franklin Street
Boston, Massachusetts 02110
(617) 664-3477
We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, the
information and representations contained in this prospectus or in any of the
materials that we have incorporated into this prospectus. If anyone does give
you information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the
securities offered by this document are unlawful, or if you are a person to whom
it is unlawful to direct these types of activities, then the offer presented in
this document does not extend to you. The information contained in this document
speaks only as of the date of this document unless the information specifically
indicates that another date applies.
-7-
FORWARD-LOOKING STATEMENTS
This prospectus, including information included or incorporated by
reference, contains certain forward-looking statements with respect to our
financial condition, results of operations, plans, objectives, future
performance and business, including, without limitation, statements preceded by,
followed by or that include the words "believes," "expects," "anticipates,"
"estimates" or similar expressions.
These forward-looking statements involve risks and uncertainties. Actual
results may differ materially from those contemplated by the forward-looking
statements due to many factors, including:
o future revenue may increase or decrease depending upon the extent of
increases or decreases in cross-border investments made by customers or
future customers;
o changes in the savings rate of individuals that are invested in mutual funds
or in defined contribution plans affect our revenues;
o fluctuations in worldwide securities market valuations may affect our
revenues;
o changes in markets served, including the growth rate of U.S. mutual funds,
the pace of debt issuance, outsourcing decisions, and mergers, acquisitions
and consolidations among customers and competitors may affect our revenues;
o global and regional economic factors and changes or potential changes in
laws and regulations affecting our business, including volatile currencies
and changes in monetary policy, and social and political instability, could
affect results of operations;
o market interest rate levels, the shape of the yield curve and the direction
of interest rate changes affect net interest revenue and fiduciary
compensation from securities lending;
o the degree of volatility in foreign exchange rates may affect the amount of
foreign exchange trading revenue;
o the pace of pension reform and resulting programs including public and
private pension schemes may affect the pace of revenue growth;
o future prices that we are able to obtain for our products may increase or
decrease from current levels depending upon demand, our competitors'
activities and the introduction of new products into the marketplace;
o the pace at which existing and new customers use additional services and
assign additional assets to us for management or custody will affect future
results;
o changes in business mix, including the mix of U.S. and non-U.S. business,
may affect future results;
o technological change may be more difficult or expensive then anticipated;
and
o changes may occur in securities markets.
STATE STREET CORPORATION
We are a bank holding company organized under the laws of the Commonwealth
of Massachusetts and a leading provider of services to institutional investors
and investment managers worldwide. We were organized in 1970 and conduct our
business principally through our subsidiary, State Street Bank and Trust
Company, "STATE STREET BANK," which traces its beginnings to the founding of
Union Bank in 1792. The charter under which State Street Bank now operates was
authorized by a special act of the Massachusetts Legislature in 1891, and its
present name was adopted in 1960. Our executive offices are located at 225
Franklin Street, Boston, Massachusetts 02110 (telephone (617) 786-3000).
THE TRUSTS
Each of the trusts is a statutory business trust formed under Delaware law
pursuant to a trust agreement, signed by State Street, as depositor of each
trust, and the property trustee, the Delaware trustee and the administrative
trustees (each as defined below), and the filing of a certificate of trust with
the Delaware Secretary of State. The trust agreement of each trust will be
amended and restated in its entirety, each as so amended and restated, a "TRUST
AGREEMENT," prior to the issuance of capital securities by the trust,
substantially in the form 14filed as an exhibit to the registration statement of
which this prospectus forms a part. Each trust agreement will be qualified as an
indenture under the Trust Indenture act of 1939, as amended, the "TRUST
INDENTURE ACT."
Each trust exists for the exclusive purposes of:
o issuing the capital securities and common securities representing undivided
beneficial interests in the assets of the trust;
o investing the gross proceeds of the capital securities and the common
securities, together the "TRUST SECURITIES," in junior subordinated
debentures; and
o engaging in only those activities necessary or incidental thereto.
All of the common securities will be directly or indirectly owned by us. The
common securities of each trust will rank equally, and payments will be made pro
rata with the capital securities of that trust, except that upon an event of
default under the trust agreement, the rights of the holders of the common
securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the capital securities. We will acquire common securities of each trust in an
aggregate liquidation amount equal to at least three percent of the total
capital of each trust.
Each trust's business and affairs will be conducted by its trustees, each
appointed by State Street as holder of the common securities. The trustees of
each trust will be Bank One Trust Company, N.A. (as successor in interest to The
First National Bank of Chicago), as the property trustee, the "PROPERTY
TRUSTEE," Bank One Delaware, Inc., as the Delaware trustee, the "DELAWARE
TRUSTEE," and two individual trustees, the "ADMINISTRATIVE TRUSTEES," who are
employees or officers of or affiliated with State Street. Bank One Trust
Company, N.A., as property trustee, will act as sole trustee under each trust
agreement for purposes of compliance with the Trust Indenture Act. Bank One
Trust Company, N.A. will also act as trustee under the guarantees and the junior
subordinated indenture. See "Description of Guarantees" and "Description of
Junior Subordinated Debentures."
The holder of the common securities of each trust, or the holders of a
majority in liquidation amount of the trust's capital securities if an event of
default under the trust agreement has occurred and is continuing, will be
entitled to appoint, remove or replace the property trustee and/or the Delaware
trustee for such trust. The right to vote to appoint, remove or replace the
administrative trustees is vested exclusively in the holders of the common
securities, and in no event will the holders of capital securities have such
right.
-9-
Unless otherwise specified in the applicable prospectus supplement, each
trust has a term of approximately 55 years, but may terminated earlier as
provided in the applicable trust agreement.
State Street will pay all fees and expenses related to the trusts and the
offering of trust securities.
The principal executive office of each trust is c/o State Street Bank and
Trust Company, N.A., 61 Broadway, 15th Floor, New York, New York 10006,
telephone number (212) 612-3000.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges were as follows for the
five most recent fiscal years:
Year Ended December 31,
--------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Ratio of earnings to fixed charges ....... 2.02x 1.77x 1.93x 1.95x 1.75x
REASON FOR TRANSACTION
On October 21, 1996, the Federal Reserve Board issued a press release
announcing that it had approved the use of certain cumulative preferred stock
instruments, such as the capital securities, as "Tier 1 capital" for purposes of
the Federal Reserve Board's capital guidelines for bank holding companies.
Because State Street intends to treat the capital securities as Tier 1 capital
and, under current United States federal tax law, will receive a tax deduction
for interest in respect of the junior subordinated debentures, the issuance of
the capital securities is a cost-effective method of raising capital on an
after-tax basis.
USE OF PROCEEDS
Each trust will use the proceeds of the sale of its capital securities to
acquire junior subordinated debentures from State Street. State Street intends
to use the net proceeds from the sale of the securities for general corporate
purposes unless otherwise indicated in the prospectus supplement or term sheet
relating to a specific issue of securities. State Street's general corporate
purposes may include extending credit to, or funding investments in, our
subsidiaries. The precise amounts and the timing of State Street's use of the
net proceeds will depend upon our subsidiaries' funding requirements and the
availability of other funds. Until State Street uses the net proceeds from the
sale of any of our securities for general corporate purposes, State Street will
use the net proceeds to reduce short-term indebtedness or for temporary
investments. State Street expects that it will, on a recurrent basis, engage in
additional financings as the need arises to finance its growth, through
acquisitions or otherwise, or to fund its subsidiaries. State Street and State
Street Bank regularly investigate possible acquisitions.
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES
We may issue junior subordinated debentures from time to time in one or more
series under a junior subordinated indenture, dated as of December 15, 1996, as
supplemented from time to time, the "JUNIOR SUBORDINATED INDENTURE," between us
and Bank One Trust Company, N.A. (as successor in interest to The First National
Bank of Chicago), as trustee, the "DEBENTURE TRUSTEE." The junior subordinated
indenture is qualified under the Trust Indenture Act, and terms of the junior
subordinated debentures will include those stated in the junior subordinated
indenture and those made part of the junior subordinated indenture by reference
to the Trust Indenture Act.
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Set forth below is a description of the general terms of the junior
subordinated debentures in which the trusts will invest the proceeds from the
issuance and sale of the trust securities. The particular terms of the junior
subordinated debentures will be described in the prospectus supplement relating
to the particular capital securities being offered. The following description is
not intended to be complete and is qualified by the indenture, the form of which
is filed as an Exhibitexhibit to the Registration Statement,registration statement which contains this
prospectus, and the Trust Indenture Act.
General
We will issue the junior subordinated debentures as unsecured debt. The
Junior Subordinated Indenture is qualified underjunior subordinated debentures will be fully subordinated as set forth in the
Trust
Indenture Act. Whenever particular defined terms of the Indenture (as
supplemented or amended from time to time) are referred to herein or in a
Prospectus Supplement, such defined terms are incorporated herein or therein
by reference.
GENERALjunior subordinated indenture. See "Subordination" below. Each series of Junior Subordinated Debenturesjunior
subordinated debentures will rank pari passuequally with all other series of Junior Subordinated Debentures heretoforejunior
subordinated indentures. The junior subordinated indenture does not limit the
aggregate principal amount of junior subordinated debentures which may be issued
and provides that the junior subordinated debentures may be issued from time to
time in one or hereafter issued
pursuant to the Junior Subordinated Indenture, and will be unsecured and
subordinate and junior in right of payment to the extent and in the manner set
forth in the Junior Subordinated Indenture to all Senior Debt (as defined
below) of State Street. See "--Subordination."more series. Because State Street iswe are a holding company, our rights and the
rightrights of State Streetour creditors, including the holders of the junior subordinated
debentures, to participate in any distribution
ofthe assets of any subsidiary, including State Street Bank,of our subsidiaries upon suchthe
subsidiary's liquidation or reorganization or otherwise, iswill be subject to the prior claims
of creditors of the subsidiary,subsidiary's creditors except to the extent State Streetthat we may itselfourselves be recognized as a
creditor of thatwith recognized claims against the subsidiary. Accordingly, the
Junior Subordinated Debentures will be effectively subordinated to all
existing and future liabilities of State Street's subsidiaries, and holders of
Junior Subordinated Debentures should look only to the assets of State Street
for payments on the Junior Subordinated Debentures. Except as otherwise
provided in the Applicable Prospectus Supplement,applicable prospectus supplement, the Junior Subordinated
Indenturejunior subordinated
indenture does not limit the incurrence or issuance by us of other secured or
unsecured debt of State Street, including Senior Debt Securities and
Subordinated Debt Securities, whether under the Junior Subordinated Indenture,
the Senior Indenture, the Subordinated Indenture, any other existing indenture
or any other indenture that State Street may enter into in the future or
otherwise. See "--Subordination" and the Applicable Prospectus Supplementdebt.
The prospectus supplement relating to any offering of Capital Securities or Junior Subordinated
Debentures.
The Junior Subordinated Debentures will be issuable in one or more series
pursuant to an indenture supplemental to the Indenture or a resolution or
State Street's Board of Directors or a committee thereof.
The Applicable Prospectus Supplementparticular junior subordinated
debentures being offered will describe the following terms of the Junior Subordinated Debentures offered thereby: (1)those securities, which may
include:
o the title of such
Junior Subordinated Debentures; (2)the junior subordinated debentures;
o any limit upon the aggregate principal amount of such Junior Subordinated Debentures; (3)junior subordinated
debentures;
o the date or dates on which the principal of such Junior Subordinated Debenturesthe junior subordinated
debentures is payable (the "Stated
Maturity") or the method of determination thereof;
(4) theo any fixed or variable interest rate or rates if
any, at which any such interest shall be payable (the "Interest Payment
Dates"), the right, if any, of State Street to defer or extend an Interest
Payment Date (the "Regular Record Dates") and the method by which any of the
foregoing shall be determined; (5)per annum;
o the place or places where subject to the
terms of the Junior Subordinated Indenture as described below under "--Payment
and Paying Agents," the principal of and premium, if any, and interest on such
Junior Subordinated Debenturesthe
junior subordinated debentures will be payable and where subject to the terms
of the Junior Subordinated Indenture as described below under "--
Denominations, Registration and Transfer," such Junior Subordinated Debenturesjunior
subordinated debentures may be presented for registration of transfer or
exchangeexchange;
o any provisions for redemption, the redemption price and any remarketing
arrangements;
o the placeminimum denominations;
o whether the debt securities are denominated or places where notices and demands to or upon State Streetpayable in respect of such
Junior Subordinated Debentures and the Junior Subordinated Indenture may be
made ("Place of Payment"); (6) any period or periods within which, or date or
dates on which, the price or prices at which and the terms and conditions upon
which such Junior Subordinated Debentures may be redeemed, in whole or in
part, at the option of State StreetUnited States
dollars or a holder thereof; (7) the obligation or
the right, if any, of State Street or a holder thereof to redeem, purchase or
repay such Junior Subordinated Debentures and the period or periods within
which, the price or prices at which, theforeign currency or currencies (including
currency unitunits of two or units) in which and the other terms and conditions upon which
such Junior Subordinated Debentures shall be redeemed, repaid or purchased, in
whole or in part, pursuant to such obligation or right; (8) the denominations
in
15
which such Junior Subordinated Debentures shall be issuable; (9) if other than
in U.S. Dollars, the currency or currencies (including currency unit or units)
in which the principal of (and premium, if any) and interest, if any, on the
Junior Subordinated Debentures shall be payable, or in which such Junior
Subordinated Debentures shall be payable, or in which such Junior Subordinated
Debentures shall be denominated; (10) any additions, modifications or
deletions in the events of default under the Junior Subordinated Indenture or
in the covenants of State Street specified in the Junior Subordinated
Indenture with respect to such Junior Subordinated Debentures; (11)more foreign currencies;
o if other than the principal amount, thereof, the portion of the principal amount of
such
Junior Subordinated Debentures that shall bethe debt securities payable upon declaration of acceleration of the maturity thereof; (12)of the debt
securities;
o any index used to determine the amount of payment of principal of, and any
premium and interest on, the debt securities;
o any additional or different events of default that apply to any debt
securities of the series and any change in the right of the trustee or the
required holders of those debt securities to declare the principal thereof
due and payable;
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o any additional or different covenants that apply to any debt securities of
the series;
o any additions or changes to the Junior Subordinated Indenturejunior subordinated indenture with respect
to such Junior Subordinated
Debentures as shall bejunior subordinated debentures necessary to permit or facilitate the issuance of
such
Junior Subordinated Debenturesthe junior subordinated debentures in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;
(13) any index or
indices used to determine the amount of payments of principal of and premium,
if any, on such Junior Subordinated Debentures and the manner in which such
amounts will be determined; (14)o the terms and conditions relating to the issuance of a temporary Global Securityglobal
security representing all of such Junior
Subordinated Debenturesthe junior subordinated debentures and the
exchange of such temporary Global Securityglobal security for definitive Junior Subordinated Debentures of such series; (15) subject tojunior
subordinated debentures;
o whether the terms described herein under "--Global Junior Subordinated Debentures,"
whether such Junior Subordinated Debentures shalljunior subordinated debentures will be issued in whole or in
part in the form of one or more Global Securitiesglobal securities and in such case, the depositary for any
such Global Securities, which depositary shall be a clearing
agency registered under the Exchange Act; (16)global securities;
o the appointment of any paying agent or agents;
(17)o the terms and conditions of any obligation or right of State Street or a
holder to convert or exchange such Junior Subordinated
Debenturesthe junior subordinated debentures into
Capital Securities; (18) the form of Trust Agreementcapital securities; and
Guarantee Agreement, if applicable; and (19)o any other terms of the Junior
Subordinated Debenturesdebt securities that are not inconsistent with the
provisions of the applicable indenture.
Junior Subordinated Indenture.
Junior Subordinated Debenturessubordinated debentures may be sold at a substantial discount below
their stated principal amount, bearing no interest or interest at a rate which
at the time of issuance is below market rates. Certain United States federal
income tax consequences and special considerations applicable to any such Junior Subordinated Debenturesjunior
subordinated debentures will be described in the Applicable Prospectus
Supplement.applicable prospectus
supplement.
If a prospectus supplement specifies that the purchase price of any of the Junior Subordinated Debentures is
payablejunior subordinated debentures
will be denominated in one or more foreign currenciesa currency or currency units or if any Junior
Subordinated Debentures are denominatedunit other than United States
dollars, the prospectus supplement shall also specify the denomination in one or more foreign currencieswhich
the junior subordinated debentures will be issued and the coin or currency units or ifin
which the principal, of, premium, if any, orand interest, if any, on any
Junior Subordinated Debentures isthe junior
subordinated debentures will be payable, in one or more foreign currencies or
currency units, the restrictions, elections, certainwhich may be United States federal
income tax consequences, specific terms anddollars
based upon the exchange rate for such other information with respect to
such series of Junior Subordinated Debentures and such foreign currency or currency units will be set forth inunit existing
on or about the Applicable Prospectus Supplement.time a payment is due.
If any index is used to determine the amount of payments of principal of,
premium, if any, or interest on any series of Junior Subordinated Debentures,junior subordinated debentures,
special United States federal income tax, accounting and other considerations
applicable thereto will be described in the Applicable Prospectus Supplement.
DENOMINATIONS, REGISTRATION AND TRANSFERapplicable prospectus supplement.
Additional Interest
If, at any time a trust is required to pay any taxes, duties, assessments or
governmental charges of whatever nature, other than withholding taxes, imposed
by the United States, or any other taxing authority, then we will be required to
pay additional interest on the junior subordinated debentures. The amount of any
additional interest will be an amount sufficient so that the net amounts
received and retained by the trust after paying any such taxes, duties,
assessments or other governmental charges will be not less than the amounts that
the trust would have received had no such taxes, duties, assessments or other
governmental charges been imposed. This means that the trust will be in the same
position it would have been in if it did not have to pay such taxes, duties,
assessments or other charges.
Denominations, Registration and Transfer
Unless otherwise specifiedindicated in the Applicable Prospectus Supplement,applicable prospectus supplement, we will
issue the Junior Subordinated Debentures will be issuable onlyjunior subordinated debentures in registered form only, without
coupons. Junior Subordinated Debenturessubordinated debentures of any series will be exchangeable for
other Junior Subordinated Debenturesjunior subordinated debentures of the same issue and series, of any
authorized denominations, of a like aggregate principal amount, of the same original issue
date and stated maturity and bearing the same interest rate.
16-12-
Junior Subordinated Debenturessubordinated debentures may be presented for exchange as provided
above, and may be presented for registration of transfer (with the form of
transfer endorsed thereon, or a satisfactory written instrument of transfer,
duly executed), at the office of the
appropriate securities registrar or at the office of any transfer agent
designated by State Streetus for such purposepurposes. No service charge will be made for any
transfer or exchange of the junior subordinated debentures. However, we or the
debenture trustee may require a holder to pay an amount sufficient to cover any
tax or other governmental charge payable in connection with a transfer or
exchange. We will appoint the debenture trustee as securities registrar under
the junior subordinated indenture. If the applicable prospectus supplement
refers to any transfer agents, in addition to the securities registrar,
initially designated by us with respect to any series of Junior Subordinated Debentures and referred to
in the Applicable Prospectus Supplement, without service charge and upon
payment of any taxes and other governmental charges as described in the Junior
Subordinated Indenture. State Street will appoint the Debenture Trustee as
securities registrar under the Junior Subordinated Indenture. If the
Applicable Prospectus Supplement refers to any transfer agents (in addition to
the securities registrar) initially designated by State Street with respect to
any series of Junior Subordinated Debentures, State Streetjunior subordinated
debentures, we may at any time rescind the designation of any such transfer
agent or approve a change in the location through which any such transfer agent
acts, provided that State
Street maintainswe maintain a transfer agent in each place of payment of
such series. State StreetWe may at any time designate additional transfer agents with
respect to any series of Junior Subordinated Debentures.junior subordinated debentures.
In the event of any redemption, neither State Streetwe nor the Debenture
Trustee shalldebenture trustee will be
required to (i)to:
o issue, register the transfer of, or exchange, Junior Subordinated Debenturesjunior subordinated debentures
of any series during a period beginning at the opening of business 15 days
before the day of selection for redemption of
Junior Subordinated Debentures of that series and ending at the close of
business on the day of mailing of the relevant notice of redemptionredemption; or
(ii)o transfer or exchange of any Junior Subordinated Debenturesjunior subordinated debentures so selected for
redemption, except, in the case of any Junior Subordinated Debenturesjunior subordinated debentures being
redeemed in part, any portion thereof not to be redeemed.
PAYMENT AND PAYING AGENTSPayment and Paying Agents
Unless otherwise indicated in the Applicable Prospectus Supplement, payment
ofapplicable prospectus supplement, we will
pay principal of (and premium, if any) and any premium and interest on Junior Subordinated
Debenturesjunior subordinated debentures
(other than any Junior Subordinated Debentures represented by
Global Junior Subordinated Debentures) will be madethose in global form) at the office of the Debenture Trusteedebenture trustee in the
Citycity of New York or at the office of suchany paying agent or paying agents as State Streetthat we may designate from
time to time, except
thattime. However, at theour option, of State Street payment ofit may pay any interest may be made (i)
except in the case of Global Junior Subordinated Debentures, by check mailed to
the addressholders of the person entitled thereto as such address such appear in
the securities registerregistered junior subordinated debentures at their registered
addresses or (ii) by transfer to an account maintained by the
person entitled theretoa holder of registered
junior subordinated debentures, as specified in the securities register, provided that
proper transfer instructions have been received by the Regular Record Date.register. Unless
otherwise indicated in the Applicable Prospectus Supplement,applicable prospectus supplement, payment of any
interest on Junior Subordinated Debenturesjunior subordinated debentures will be made to the person in whose
name such Junior Subordinated Debenturesthe junior subordinated debentures are registered at the close of
business on the Regular Record Date for such interest,applicable record
date, except in the case of defaulted interest. State StreetWe may at any time designate
additional paying agents or rescind the designation of any paying agent; however, State Street
willagent,
provided that we at all times be required to maintain a paying agent in each place of payment
for each series of Junior Subordinated Debentures.junior subordinated debentures.
Any moneysamounts deposited with the Debenture Trusteedebenture trustee or any paying agent, or
then held by State Streetus in trust, for the payment of the principal of (andany premium, if
any)any, or interest on any Junior Subordinated Debenturejunior subordinated debentures and remaining unclaimed
for two years after such principal (and premium, if any)
or interest hasamounts have become due and payable shall, at theour
request, of State Street, be repaid to State Streetus, and the holder of such Junior Subordinated Debenture
shall thereafterthe junior subordinated debenture
will be able to look only to us for payment, as a general unsecured creditor, onlycreditor.
Option to State Street
for payment thereof.
OPTION TO DEFER INTEREST PAYMENTSDefer Interest Payments
If provided in the Applicable Prospectus Supplement, State Streetapplicable prospectus supplement, we will have the right at any time and
from time to time during the term of any series of Junior Subordinated Debenturesjunior subordinated
debentures to defer
17
payment of interest for up to such number of consecutive
interest payment periods as may be specified in the Applicable Prospectus Supplement (each, an
"Extension Period"),applicable prospectus
supplement, subject to the terms, conditions and covenants, if any, specified in
such Prospectus Supplement, provided, that such Extension Periodprospectus supplement. Such deferral, however, may not extend beyond the
Stated Maturitystated maturity of such series of Junior
Subordinated Debentures.junior subordinated debentures. Certain United
States federal income tax consequences and special considerations applicable to
any such Junior Subordinated
Debenturesjunior subordinated debentures will be described in the Applicable Prospectus Supplement.
REDEMPTIONapplicable
prospectus supplement.
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Redemption
Unless otherwise indicated in the Applicable Prospectus Supplement, Junior
Subordinated Debenturesapplicable prospectus supplement, the
junior subordinated debentures will not be subject to any sinking fund.
Unless otherwise indicated in the Applicable Prospectus Supplement, State
Streetapplicable prospectus supplement, we may,
at itsour option and subject to receipt of prior approval by the Federal Reserve
if then required under applicable capital guidelines or
policies,(if required), redeem the Junior Subordinated Debenturesjunior subordinated debentures of any series in whole
at any time or in part from time to time. If the Junior Subordinated Debenturesjunior subordinated debentures
of any series are so redeemable only on or after a specified date or upon the
satisfaction of additional conditions, the applicable Prospectus Statementprospectus supplement will
specify such date or describe such conditions. Except as otherwise specified in
the Applicable Prospectus Supplement,applicable prospectus supplement, the redemption price for any Junior Subordinated Debenturejunior
subordinated debenture so redeemed shallwill equal any accrued and unpaid interest
thereon to the redemption date, plus 100% of the principal amount thereof.
Except as otherwise specified in the Applicable Prospectus Supplement,applicable prospectus supplement, if a
Tax Eventtax event (as defined below) in respect of a series of Junior Subordinated
Debenturesjunior subordinated
debentures or an Investment Company Eventinvestment company event or Capital Treatment Eventcapital treatment event (each as
defined below) shall occur and be continuing, State Streetwe may, at itsour option and subject
to receipt of prior approval by the Federal Reserve if then
required under applicable capital guidelines or policies,(if required), redeem such
series of Junior Subordinated Debenturesjunior subordinated debentures in whole, (butbut not in part)part, at any time
within 90 days following of the occurrence of such Tax Event, Investment
Company Eventtax event, investment company
event or Capital Treatment Event,capital treatment event, at a redemption price equal to 100% of the
principal amount of such Junior Subordinated Debenturesjunior subordinated debentures then outstanding plus
accrued and unpaid interest to the date fixed for redemption, except as
otherwise specified in the Applicable Prospectus Supplement.
"Tax Event"applicable prospectus supplement.
"TAX EVENT" means the receipt by the Issuer Trust of a series of Capital
Securitiestrust of an opinion of counsel
experienced in such matters to the effect that, as a result of any amendment to,
or change (including any announced proposed change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which proposed
change, pronouncement or decision is announced on or after the date of issuance
of such Capital Securities,capital securities, there is more than an insubstantial risk that (i)
such Issuer Trustthe trust is, or will be within 90 days of the date of such opinion, subject to
United States federal income tax with respect to income received or accrued on
the corresponding series of Corresponding Junior Subordinated Debentures,corresponding junior subordinated debentures, (ii)
interest payable by State Street on such series of Corresponding Junior Subordinated Debenturescorresponding junior
subordinated debentures is not, or within 90 days of the date of such opinion,
will not be, deductible by State Street, in whole or in part, for United States
federal income tax purposes, or (iii) such Issuer Trusttrust is, or will be within 90 days
of the date of such opinion, subject to more than a de minimis amount of other
taxes, duties or other governmental charges.
"Investment Company Event""INVESTMENT COMPANY EVENT" means the receipt by the Issuer Trusttrust of an opinion of
counsel to the Corporation experienced in such matters to the effect that, as a result of the
occurrence of a change in law or regulation or a written change (including any
announced prospective change) in 18
interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the Issuer Trusttrust is or will be
considered an "investment company" that is required to be registered under the
Investment Company Act of 1940, which change or prospective change becomes
effective or would become effective, as the case may be, on or after the date of
the issuance of the Capital Securities.
"Capital Treatment Event"capital securities.
"CAPITAL TREATMENT EVENT" means theour reasonable determination by State Street that, as a
result of any amendment to, or change (including any proposed change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision thereof or therein, or as a result of any official or administrative
pronouncement or action or judicial decision interpreting or applying such laws
or regulations, which amendment or change is effective or which proposed change,
pronouncement, action or decision is announced on or after the date of issuance
of the applicable Capital Securitiescapital securities under the applicable Trust Agreement,trust agreement, there
is more than an insubstantial risk that State Streetwe will not be entitled to treat an
amount equal to the Liquidation
Amountliquidation amount of the applicable Capital Securitiescapital securities as
"Tier I Capital" (or the then equivalent thereof) for purposes of the capital
adequacy guidelines of the Federal Reserve, as then in effect and applicable to
State Street.us.
-14-
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of Junior Subordinated
Debenturesjunior subordinated
debentures to be redeemed at its registered address. Unless State Street
defaultswe default in
payment of the redemption price, on and after the redemption date, interest will
cease to accrue on such Junior Subordinated Debenturesjunior subordinated debentures or portions thereof
called for redemption.
RESTRICTIONS ON CERTAIN PAYMENTS
PursuantRestrictions on Certain Payments
If junior subordinated debentures are issued to a trust or a trustee of a
trust in connection with the issuance of trust securities by a trust and:
o there shall have occurred and be continuing an event of default with respect
to the junior subordinated debentures of which we have actual knowledge and
which we have not taken reasonable steps to cure;
o we shall be in default relating to our payment of any obligations under the
guarantee; or
o we shall have given notice of our election to defer payments of interest on
the junior subordinated debentures by extending the interest payment period
and such period, or any extension of such period, shall be continuing;
then:
o we shall not declare or pay any dividend on, make any distributions relating
to, or redeem, purchase, acquire or make a liquidation payment relating to,
any of its capital stock or make any guarantee payment with respect thereto
other than:
(1) repurchases, redemptions or other acquisitions of shares of our capital
stock in connection with any employee benefit plans or any other
contractual obligation, other than a contractual obligation ranking
equally with or junior to the junior subordinated debentures;
(2) as a result of an exchange or conversion of any class or series of our
capital stock for any other class or series of our capital stock;
(3) the purchase of fractional interests in shares of our capital stock
pursuant to the conversion or exchange provisions of such capital stock
or the security being converted or exchanged;
(4) any declaration of a dividend in connection with any rights plan, or
the issuance of rights, stock or other property under any rights plan,
or the redemption or repurchase of rights pursuant thereto; or
(5) any dividend in the form of stock, warrants, options or other rights
where the dividend stock or stock issuable upon exercise of such
warrants, options or other rights is the same stock as that on which
the dividend is being paid or ranks equally with or junior to such
stock; and
o we shall not make any payment of interest, principal or premium, if any, on
or repay, repurchase or redeem any debt securities issued by us that rank
equally with or junior to the junior subordinated debentures.
Limitation on Mergers and Sales of Assets
The junior subordinated indenture provides that we may not consolidate with,
or merge into, any other corporation or convey or transfer its properties and
assets substantially as an entirety unless:
o the successor entity is a corporation, partnership or trust organized in the
United States and expressly assumes our obligations under the junior
subordinated indenture;
-15-
o after giving effect thereto, no event of default and no event which, after
notice or lapse of time, or both, would become an event of default, shall
have occurred and be continuing under the junior subordinated indenture;
o such transaction is permitted under the related trust agreement and
guarantee; and
o certain other conditions as prescribed by the junior subordinated indenture
are met.
The covenants contained in the indenture would not necessarily protect
holders of the junior subordinated debentures in the event of a decline in
credit quality resulting from takeovers, recapitalizations or similar
restructurings.
Events of Default, Waiver and Notice
The junior subordinated indenture provides that the following are events of
default relating to the junior subordinated debentures:
o default in the payment of the principal of, or premium, if any, on, any
junior subordinated debentures at maturity;
o default for 30 days in the payment of any installment of interest on any
junior subordinated debentures;
o default for 90 days after written notice in the performance of any other
covenant in respect of the junior subordinated debentures; and
o specified events of bankruptcy, insolvency or reorganization of State
Street.
If an event of default under the junior subordinated indenture shall occur
and be continuing, either the debenture trustee or the holders of not less than
25 percent in aggregate principal amount of the junior subordinated debentures
of that series then outstanding may declare the principal of all junior
subordinated debentures of that series to be due and payable immediately. If the
holders of junior subordinated debentures fail to make such declaration, the
holders of at least 25 percent in aggregate liquidation amount of the related
capital securities shall have such right.
The holders of a majority in aggregate outstanding principal amount of that
series of junior subordinated debentures may annul the declaration and waive the
default. If the holders of junior subordinated debentures fail to annul such
declaration and waive such default, the holders of at least 25 percent in
aggregate liquidation amount of the related capital securities shall have such
right.
The holders of a majority in aggregate outstanding principal amount of that
series of junior subordinated debentures may waive any default, except a default
in payment of principal or interest, unless such default has been cured and a
sum sufficient to pay all matured installments of interest and principal due
other than by acceleration has been deposited with the debenture trustee, or a
default in respect of a covenant or provision that under the junior subordinated
indenture cannot be modified or amended without the consent of the holder of
each outstanding junior subordinated debenture. If the holders of junior
subordinated debentures fail to waive such default, the holders of a majority in
aggregate liquidation amount of the related capital securities shall have such
right.
The holders of a majority in principal amount of the junior subordinated
debentures of any series affected shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
debenture trustee under the junior subordinated indenture.
We are required to furnish to the debenture trustee annually a statement as
to the performance of our obligations under the junior subordinated indenture
and as to any default in such performance.
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If a debenture event of default shall have occurred and be continuing, the
property trustee will have the right to declare the principal of and the
interest on the corresponding junior subordinated debentures, and any other
amounts payable under the junior subordinated indenture, to be due and payable
and to enforce its other rights as a creditor with respect to the corresponding
junior subordinated debentures.
Distribution of the Junior Subordinated Debentures
Under circumstances discussed more fully in the prospectus supplement
involving the dissolution of a trust, provided that any required regulatory
approval is obtained, junior subordinated debentures will be distributed to the
holders of the trust securities in liquidation of that trust. See "Description
of the Capital Securities--Liquidation Distribution upon Dissolution."
If the junior subordinated debentures are distributed to the holders of the
capital securities, we will use our best efforts to have the junior subordinated
debentures listed on the New York Stock Exchange or on such other national
securities exchange or similar organization on which the capital securities are
then listed or quoted.
Modification of Junior Subordinated Indenture
From time to time we and the debenture trustee may, without the consent of
the holders of the junior subordinated debentures, waive or supplement the
junior subordinated indenture for specified purposes, including, among other
things:
o evidencing the succession of another person to State Street;
o conveying, transferring, assigning, mortgaging or pledging any property to
or with the debenture trustee or surrendering any right or power conferred
upon us in the junior subordinated indenture;
o adding to the covenants of State Street has covenantedfor the benefit of other holders of
all or any series of securities;
o adding any additional events of default for the benefit of other holders of
all or any series of securities;
o changing or eliminating any of the provisions of the junior subordinated
indenture, provided that any such change or elimination shall not apply to
any outstanding securities, or shall become effective only when there is no
security outstanding of any series created prior to the execution of the
supplemental indenture that is entitled to the benefit of such provision;
o curing ambiguities, defects or inconsistencies without materially and
adversely affecting the holders of the junior subordinated debentures or the
related capital securities;
o evidencing and providing for the acceptance of appointment under the junior
subordinated indenture by a successor trustee with respect to the securities
of one or more series and adding to or changing any of the provisions of the
indenture as shall be necessary to provide for or facilitate the
administration of the trusts under the indenture by more than one trustee;
and
o qualifying the junior subordinated indenture under the Trust Indenture Act.
We and the debenture trustee may make modifications and amendments to the
indenture with the consent of the holders of a majority in principal amount of
the junior subordinated debentures at the time outstanding. However, no
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such modification or amendment may, without the consent of the holder of each
junior subordinated debenture affected thereby:
o modify the payment terms of the junior subordinated debentures; or
o reduce the percentage of holders of junior subordinated debentures necessary
to modify or amend the indenture or waive compliance by us with any covenant
or past default.
If the junior subordinated debentures are held by a trust or a trustee of a
trust, no modification may be made that adversely affects the holders of the
related capital securities, and no termination of the junior subordinated
indenture may occur, and no waiver of any event of default or compliance with
any covenant will be effective without the prior consent of a majority in
liquidation preference of trust securities of that trust. If the consent of the
holder of each outstanding junior subordinated debenture is required, no
modification shall be effective without the prior consent of each holder of
related capital securities.
In addition, we and the debenture trustee may execute, without the consent
of any holder of junior subordinated debentures, any supplemental junior
subordinated indenture for the purpose of creating any new series of junior
subordinated indentures.
Enforcement of Certain Rights by Holders of Capital Securities
If a debenture event of default with respect to a series of corresponding
junior subordinated debentures has occurred and is continuing and such event of
default is the result of our failure to pay interest or principal on the
corresponding junior subordinated debentures when due, a holder of related
capital securities may institute a legal proceeding directly against us for
enforcement of payment to such holder of the principal of or interest on such
corresponding junior subordinated debentures having a principal amount equal to
the aggregate liquidation amount of the related capital securities. We may not
amend the junior subordinated indenture to remove this right without the prior
written consent of the holders of all of the capital securities outstanding. If
such right is removed, the applicable trust may become subject to reporting
obligations under the Exchange Act. We will have the right under the junior
subordinated indenture to set off any payment made by us to such holder of
capital securities in connection with any such direct action.
The holders of the capital securities will not be able to exercise directly
any remedies other than those set forth in the preceding paragraph unless there
shall have been an event of default under the applicable trust agreement. Please
see "Description of Capital Securities--Events of Default; Notice."
Defeasance and Discharge
The junior subordinated indenture provides that when:
(1) all junior subordinated debentures not previously delivered to the
debenture trustee for cancellation have become due and payable or will
become due and payable at their stated maturity within one year,
(2) we deposit with the debenture trustee, in trust, funds sufficient to
pay all the principal of, and interest and premium, if any, on the
junior subordinated debentures when such payments are due,
(3) we have paid all other sums payable under the indenture by us, and
(4) we have delivered to the debenture trustee an officers' certificate and
an opinion of counsel each stating that all conditions precedent in the
indenture relating to the satisfaction and discharge of the indenture
have been complied with
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then the junior subordinated indenture will cease to be of further effect
(except as to our obligations to pay all other sums due under the junior
subordinated indenture and to provide the officers' certificates and opinions of
counsel described therein), and we will be deemed to have satisfied and
discharged the junior subordinated indenture.
Conversion or Exchange
The junior subordinated debentures may be convertible or exchangeable into
junior subordinated debentures of another series or into capital securities of
another series, on the terms provided in the applicable prospectus supplement.
Such terms may include provisions for conversion or exchange, either mandatory,
at the option of the holder, or at our option, in which case the number of
shares of capital securities or other securities to be received by the holders
of junior subordinated debentures would be calculated as of a time and in the
manner stated in the applicable prospectus supplement.
Subordination
The junior subordinated indenture contains a covenant by us that any junior
subordinated debentures issued thereunder will be subordinate and junior in
right of payment to all senior debt (as defined below) to the extent provided
therein. If we make any payment or distribution of our assets upon any
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of creditors, marshaling of assets or any bankruptcy, insolvency, debt
restructuring or similar proceedings in connection with any insolvency or
bankruptcy proceeding, the holders of senior debt will first be entitled to
receive payment in full of principal of and premium and interest, if any, on
such senior debt before the holders of junior subordinated debentures will be
entitled to receive or retain any payment in respect of the principal of and
premium and interest, if any, on the junior subordinated debentures. However,
holders of senior debt will not be entitled to receive payment of any such
amounts if the subordination provisions of such senior debt would require
holders to pay such amounts over to the obligees on trade accounts payable or
other liabilities arising in the ordinary course of our business.
In the event of the acceleration of the maturity of any junior subordinated
debentures, the holders of all senior debt outstanding at the time of such
acceleration will first be entitled to receive payment in full of all amounts
due thereon, including any amounts due upon acceleration, before the holders of
the junior subordinated debentures will be entitled to receive or retain any
payment in respect of the principal of or premium or interest, if any, on the
junior subordinated debentures. However, the holders of senior debt will not be
entitled to receive payment of any such amounts if the subordination provisions
of such senior debt would require holders to pay such amounts over to the
obligees on trade accounts payable or other liabilities arising in the ordinary
course of State Street's business.
No payments on accounts of principal or premium, if any, or interest in
respect of the junior subordinated debentures may be made if there shall have
occurred and be continuing a default in any payment with respect to senior debt
or an event of default with respect to any senior debt resulting in the
acceleration of the maturity thereof, or if any judicial proceeding are pending
with respect to any such default.
"DEBT" means, with respect to any person, whether recourse is to all or a
portion of the assets of such person and whether or not contingent:
o every obligation of such person for money borrowed;
o every obligation of such person evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection with
the acquisition of property, assets or businesses;
o every reimbursement obligation of such person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account of
such person;
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o every obligation of such person issued or assumed as the deferred purchase
price of property or services other than trade accounts payable or accrued
liabilities arising in the ordinary course of business;
o every capital lease obligation of such person;
o every obligation of such person for claims in respect of derivative products
such as interest and foreign exchange rate contracts, commodity contracts
and similar arrangements; and
o every obligation of the type referred to above of another person and all
dividends of another person the payment of which, in either case, such
person has guaranteed or is responsible or liable for, directly or
indirectly, as obligor or otherwise.
"SENIOR DEBT" means the principal of and premium and interest, if any,
including interest accruing on or after the filing of any petition in bankruptcy
or for reorganization relating to us whether or not such claim for post-petition
interest is allowed in such proceeding, on debt, whether incurred on or prior to
the date of the junior subordinated indenture or thereafter incurred, unless, in
the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligations are not superior in right of
payment to the junior subordinated debentures or to other debt that is equal or
subordinated to the junior subordinated debentures, other than:
o any debt of State Street which when incurred and without respect to any
election under Section 1111(b) of the United States Bankruptcy Code of 1978,
as amended, was without recourse to State Street;
o any debt of State Street to any of its subsidiaries;
o any debt to any of our employees;
o any debt which by its terms is subordinated to trade accounts payable or
accrued liabilities arising in the ordinary course of business to the extent
that payments made to the holders of such debt by the holders of the junior
subordinated debentures as a result of the subordination provisions of the
junior subordinated indenture would be greater than such payments otherwise
would have been as a result of any obligation of such holders of such debt
to pay amounts over to the obligees on such trade accounts payable or
accrued liabilities arising in the ordinary course of business as a result
of subordination provisions to which such debt is subject; and
o any other debt securities issued pursuant to the junior subordinated
indenture.
The junior subordinated indenture places no limitation on the amount of
senior debt that we may incur. We expect from time to time to incur additional
indebtedness and other obligations constituting senior debt.
The junior subordinated indenture provides that any of the subordination
provisions described above that relate to any particular issue of junior
subordinated debentures may be changed prior to such issuance. Any such change
would be described in the applicable prospectus supplement.
Governing Law
The junior subordinated indenture and the junior subordinated debentures
will be governed by, and construed in accordance with, the internal laws of the
State of New York.
The Debenture Trustee
The debenture trustee will have all of the duties and responsibilities
specified under the Trust Indenture Act. Subject to those provisions, the
debenture trustee is under no obligation to exercise any of the powers vested in
it by the junior subordinated indenture at the request of any holder of junior
subordinated debentures unless offered
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reasonable indemnity by such holder against the costs, expenses and liabilities
that might be incurred thereby. The debenture trustee is not required to expend
or risk its own funds or otherwise incur personal financial liability in the
performance of its duties if the debenture trustee reasonably believes that
repayment or adequate indemnity is not reasonably assured it.
Corresponding Junior Subordinated Debentures
State Street may issue one or more series of junior subordinated debentures
under the junior subordinated indenture with terms corresponding to the terms of
a series of related capital securities, the "CORRESPONDING JUNIOR SUBORDINATED
DEBENTURES." In each such instance, concurrently with the issuance of each
trust's capital securities, the trust will invest the proceeds thereof and the
consideration paid by us for the common securities in the series of
corresponding junior subordinated debentures issued by us to such trust. Each
series of corresponding junior subordinated debentures will be in the principal
amount equal to the aggregate stated liquidation amount of the related capital
securities and the common securities of the trust and will rank equally with all
other series of junior subordinated debentures. Holders of the related capital
securities for a series of corresponding junior subordinated debentures will
have the rights, in connection with modifications to the junior subordinated
indenture or upon occurrence of debenture events of default as described under
"--Modification of Junior Subordinated Indenture," "-- Debenture Events of
Default" and "Enforcement of Certain Rights by Holders of Capital Securities."
Unless otherwise specified in the applicable prospectus supplement, if a tax
event relating to a trust shall occur and be continuing, we may, at our option
and subject to prior approval of the Federal Reserve (if required), redeem the
corresponding junior subordinated debentures at any time within 90 days of the
occurrence of such tax event, in whole but not in part, subject to the
provisions of the junior subordinated indenture and whether or not such
corresponding junior subordinated debentures are then redeemable at our option.
The redemption price for any corresponding junior subordinated debentures shall
be equal to 100% of the principal amount of such corresponding junior
subordinated debentures then outstanding plus accrued and unpaid interest to the
date fixed for redemption. For so long as the applicable trust is the holder of
all the outstanding corresponding junior subordinated debentures of such series,
the proceeds of any such redemption will be used by the trust to redeem the
corresponding trust securities in accordance with their terms. We may not redeem
a series of corresponding junior subordinated debentures in part unless all
accrued and unpaid interest has been paid in full on all outstanding
corresponding junior subordinated debentures of such series for all interest
proceeds terminating on or prior to the date of redemption.
We will covenant, as to each series of Junior Subordinated Debentures that itcorresponding junior subordinated
debentures:
o to directly or indirectly maintain 100% ownership of the common securities
of the trust unless a permitted successor succeeds to ownership of the
common securities
o not to voluntarily terminate, wind up or liquidate any trust, except, if so
specified in the applicable prospectus supplement and upon prior approval of
the Federal Reserve (if required):
o in connection with a distribution of corresponding junior subordinated
debentures to the holders of the capital securities in exchange therefor
upon liquidation of the trust, or
o in connection with certain mergers, consolidations or amalgamations
permitted by the related trust agreement, in either such case, if so
specified in the Applicable Prospectus Supplement upon prior approval of the
Federal Reserve if then so required under applicable capital guidelines or
policies; and
o to use its reasonable efforts, consistent with the terms and provisions of
the related trust agreement, to cause such trust to remain classified as a
grantor trust and not as an association taxable as a corporation for United
States federal income tax purposes.
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DESCRIPTION OF THE CAPITAL SECURITIES
The capital securities will be issued pursuant to the terms of an amended
and restated trust agreement. The trust agreement will be qualified as an
indenture under the Trust Indenture Act. The property trustee, Bank One Trust
Company, N.A., will act as trustee for the capital securities under the trust
agreement for purposes of compliance with the provisions of the Trust Indenture
Act. The terms of the capital securities will include those stated in the trust
agreement and those made part of the trust agreement by the Trust Indenture Act.
Set forth below is a summary of the material terms and provisions of the
capital securities. This summary, which describes the material provisions of the
capital securities, is not intended to be complete and is qualified by the trust
agreement, the form of which is filed as an exhibit to the registration
statement which contains this prospectus supplement, the Delaware Business Trust
Act and the Trust Indenture Act.
General
The declaration authorizes the trustees to issue the trust securities on
behalf of the trust. The trust securities represent undivided beneficial
interests in the assets of the trust. We will own, directly or indirectly, all
of the common securities. The common securities rank equally, and payments will
be made on a pro rata basis, with the capital securities. However, if an event
of default under a trusts's trust agreement occurs and is continuing, the rights
of the holders of the common securities to receive payments will be subordinated
to the rights of the holders of the capital securities.
The trust agreement does not permit the trust to issue any securities other
than the trust securities or to incur any indebtedness. Under the trust
agreement, the property trustee will own the junior subordinated debentures
purchased by the trust for the benefit of the holders of the trust securities.
Each guarantee agreement executed by us for the benefit of the holders of a
trust's trust securities, each a "GUARANTEE," will be a guarantee on a
subordinated basis with respect to the related trust securities but will not
(x)guarantee payment of distributions or amounts payable on redemption or
liquidation of such trust securities when the related trust does not have funds
on hand available to make such payments. Please see "Descriptions of
Guarantees."
Distributions
Distributions on the capital securities:
o will be cumulative;
o will accumulate from the date of original issuance; and
o will be payable on such dates as specified in the applicable prospectus
supplement.
In the event that any date on which distributions are payable on the capital
securities is not a business day, then payment of the distribution will be made
on the next succeeding business day, and without any interest or other payment
in respect to any such delay, except that, if such business day is in the next
calendar year, payment of the distribution will be made on the immediately
preceding business day. Each date on which distributions are payable in
accordance with the foregoing is referred to as a "DISTRIBUTION DATE." The term
"DISTRIBUTION" includes any interest payable on unpaid distributions unless
otherwise stated.
The amount of distributions payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. The amount of distributions
payable for any period shorter than a full quarterly period will be computed on
the basis of the actual number of days elapsed per 30-day month. Distributions
to which holders of
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capital securities are entitled will accumulate additional distributions at the
rate per annum if and as specified in the applicable prospectus supplement.
If provided in the applicable prospectus supplement, we have the right under
the junior subordinated indenture, pursuant to which we will issue the
corresponding junior subordinated debentures, to defer the payment of interest
on any series of the corresponding junior subordinated debentures for up to a
number of consecutive interest payment periods that will be specified in the
prospectus supplement relating to such series, an "EXTENSION PERIOD," provided,
that no extension period may extend beyond the stated maturity of the
corresponding junior subordinated debentures.
As a consequence of any such deferral, distributions on the related capital
securities would be deferred, but would continue to accumulate additional
distributions at the rate per annum set forth in the prospectus supplement for
such capital securities, by the trust during any extension period. If we
exercise our deferral right, then during any extension period, we may not:
o make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of State Street that rank pari
passuequally in all
respects with or junior in interest to the Junior Subordinated
Debenturesjunior subordinated debentures of
such series,series; or
(y)o declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any shares of State Street'sour
capital stock, (other than (a)other than:
o repurchases, redemptions or other acquisitions of shares of our
capital stock of
State Street in connection with any employment contract, benefit plan or
other similar arrangement with or for the benefit of any one or more
employees, officers, directors or consultants, in connection with a dividend
reinvestment or stockholder stock purchase plan or in connection with the
issuance of our capital stock, of State Street (oror securities convertible into or exercisable
for such capital stock)stock, as consideration in an acquisition transaction
entered into prior to the applicable Extension Period, (b)extension period,
o as a result of an exchange or conversion of any class or series of State Street'sour
capital stock (oror any capital stock of a Subsidiary of State Street)our subsidiaries, for any class or
series of State Street'sour capital stock, or of any class or series of State Street'sour indebtedness
for any class or series of State Street'sour capital stock,
(c)o the purchase of fractional interests in shares of State Street'sour capital stock
pursuant to the conversion or exchange provisions of such capital stock or
the securities being converted or exchanged,
(d)o any declaration of a dividend in connection with any rights plan, or
the issuance of rights, stock or other property under any rights plan, or
the redemption or repurchase of rights pursuant thereto, or
(e)o any dividend in the form of stock, warrants, options or other rights
where the dividend stock or the stock issuable upon exercise of such
warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passuequally with or junior to such stock),
if at such time (i) there shall have occurred any event (A) of which State
Street has actual knowledge that with the giving of notice or the lapse of
time, or both, would constitute an Event of Default with respect to the Junior
Subordinated Debentures of such series, and (B) which State Street shall not
have taken reasonable steps to cure, (ii) if the Junior Subordinated
Debentures of such series are held by an Issuer Trust, State Street shall be
in default with respect to its payment of any obligations under the Guarantee
19
Agreement relating to the Capital Securities issued by such Issuer Trust, or
(iii) State Street shall have given notice of its election to begin an
Extension Period with respect to the Junior Subordinated Debentures of such
series and shall not have rescinded such notice, or such Extension Period, or
any extension thereof, shall be continuing.
MODIFICATION OF JUNIOR SUBORDINATED INDENTURE
From time to time State Street and the Debenture Trustee may, without the
consent of the holders of any series of Junior Subordinated Debentures, amend,
waive or supplement the Junior Subordinated Indenture for specified purposes,
including, among other things, curing ambiguities, defects or inconsistencies
(provided that any such action does not materially adversely affect the
interests of the holders of any series of Junior Subordinated Debentures or,
in the case of Corresponding Junior Subordinated Debentures, the holders of
the Related Capital Securities so long as they remain outstanding) and
qualifying, or maintaining the qualification of, the Junior Subordinated
Indenture under the Trust Indenture Act. The Junior Subordinated Indenture
contains provisions permitting State Street and the Debenture Trustee, with
the consent of the holders of not less than a majority in principal amount of
each outstanding series of Junior Subordinated Debentures affected, to modify
the Junior Subordinated Indenture in a manner adversely affecting the rights
of the holders of such series of the Junior Subordinated Debentures in any
material respect; provided, that no such modification may, without the consent
of the holder of each outstanding Junior Subordinated Debentures so affected,
(i) change the Stated Maturity of any series of Junior Subordinated Debentures
(except as otherwise specified in the Applicable Prospectus Supplement), or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon or (ii) reduce the percentage of principal amount
of Junior Subordinated Debentures of any series, the holders of which are
required to consent to any such modification of the Junior Subordinated
Indenture, provided further that, in the case of Corresponding Junior
Subordinated Debentures, so long as any Related Capital Securities remain
outstanding, (a) no such modification may be made that adversely affects the
holders of such Capital Securities in any material respect, and no termination
of the Junior Subordinated Indenture may occur, and no waiver of any event of
default or compliance with any covenant under the Junior Subordinated
Indenture may be effective, without the prior consent of the holders of at
least a majority of the aggregate Liquidation Amount of all outstanding
Related Capital Securities affected unless and until the principal of the
Corresponding Junior Subordinated Debentures and all accrued and unpaid
interest thereon have been paid in full and certain other conditions have been
satisfied, and (b) where a consent under the Junior Subordinated Indenture
would require the consent of each holder of Corresponding Junior Subordinated
Debentures, no such consent shall be given by the Property Trustee without the
prior consent of each holder of Related Capital Securities.
In addition, State Street and the Debenture Trustee may execute, without the
consent of any holder of Junior Subordinated Debentures, any supplemental
Junior Subordinated Indenture for the purpose of creating any new series of
Junior Subordinated Debentures.
DEBENTURE EVENTS OF DEFAULT
The Junior Subordinated Indenture provides that any one or more of the
following described events with respect to a series of Junior Subordinated
Debentures that has occurred and is continuing constitutes a "Debenture Event
of Default" with respect to such series of Junior Subordinated Debentures:
(i) failure for 30 days to pay any interest on such series of Junior
Subordinated Debentures when due (subject to the deferral of any interest
payment in the case of an Extension Period); or
(ii) failure to pay any principal or premium, if any, on such series of
Junior Subordinated Debentures when due whether at maturity or upon
redemption; or
20
(iii) failure to observe or perform in any material respect certain other
covenants contained in the Indenture for 90 days after written notice to
State Street from the Debenture Trustee or the holders of at least 25% in
aggregate outstanding principal amount of such affected series of
outstanding Junior Subordinated Debentures; or
(iv) certain events in bankruptcy, insolvency or reorganization of State
Street.
The holders of a majority in aggregate outstanding principal amount of
Junior Subordinated Debentures of each series affected have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Debenture Trustee. The Debenture Trustee or the holders of
not less than 25% in aggregate outstanding principal amount of Junior
Subordinated Debentures of each series affected may declare the principal due
and payable immediately upon a Debenture Event of Default, and, in the case of
Corresponding Junior Subordinated Debentures, should the Debenture Trustee or
such holders of such Corresponding Junior Subordinated Debentures fail to make
such declaration, the holders of at least 25% in aggregate Liquidation Amount
of the Related Capital Securities shall have such right. The holders of a
majority in aggregate outstanding principal amount of Junior Subordinated
Debentures of each series affected may annul such declaration. In the case of
Corresponding Junior Subordinated Debentures, should the holders of such
Corresponding Junior Subordinated Debentures fail to annul such declaration
and waive such default, the holders of a majority in aggregate Liquidation
Amount of the Related Capital Securities affected shall have such right.
The holders of a majority in aggregate outstanding principal amount of each
series of the Junior Subordinated Debentures affected thereby may, on behalf
of the holders of all the Junior Subordinated Debentures of such series, waive
any default, except a default in the payment of principal or interest (unless
such default has been cured and a sum sufficient to pay all matured
installments of interest and principal due otherwise than by acceleration has
been deposited with the Debenture Trustee) or a default in respect of a
covenant or provision which under the Junior Subordinated Indenture cannot be
modified or amended without the consent of the holder of each outstanding
Junior Subordinated Debenture. In the case of Corresponding Junior Subordinate
Debentures, should the holders of such Corresponding Junior Subordinated
Debentures fail to waive such default, the holders of a majority in aggregate
Liquidation Amount of the Related Capital Securities affected shall have such
right. State Street is required to file annually with the Debenture Trustee a
certificate as to whether or not State Street is in compliance with all the
conditions and covenants applicable to it under the Junior Subordinated
Indenture.
In case a Debenture Event of Default shall occur and be continuing as to a
series of Corresponding Junior Subordinated Debentures, the Property Trustee
will have the right to declare the principal of and the interest on such
Corresponding Junior Subordinated Debentures, and any other amounts payable
under the Junior Subordinated Indenture, to be forthwith due and payable and
to enforce its other rights as a creditor with respect to such Corresponding
Junior Subordinated Debentures.
ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF CAPITAL SECURITIES
If a Debenture Event of Default with respect to a series of Corresponding
Junior Subordinated Debentures has occurred and is continuing and such event
is attributable to the failure of State Street to pay interest or principal on
such Corresponding Junior Subordinated Debentures on the date such interest or
principal is due and payable, a holder of Related Capital Securities may
institute a legal proceeding directly against State Street for enforcement of
payment to such holder of the principal of or interest on such Corresponding
Junior Subordinated Debentures having a principal amount equal to the
aggregate Liquidation Amount of the Related Capital Securities of such holder
(a "Direct Action"). State Street may not amend the Indenture to remove the
foregoing right to bring a Direct
21
Action without the prior written consent of the holders of all of the Capital
Securities outstanding. If the right to bring a Direct Action is removed, the
applicable Issuer Trust may become subject to the reporting obligations under
the Exchange Act. State Street shall have the right under the Junior
Subordinated Indenture to set off any payment made to such holder of Capital
Securities by State Street in connection with a Direct Action.
The holders of the Capital Securities will not be able to exercise directly
any remedies other than those set forth in the preceding paragraph available
to the holders of the Junior Subordinated Debentures unless there shall have
been an event of default under the Trust Agreement. See "Description of
Capital Securities--Events of Default; Notice."
CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS
The Junior Subordinated Indenture provides that State Street shall not
consolidate with or merge into any other Person or convey, transfer or lease
its properties and assets substantially as an entirety to any Person, and no
Person shall consolidate with or merge into State Street or convey, transfer
or lease its properties and assets substantially as an entirety to State
Street, unless (i) in case State Street consolidates with or merges into
another Person or conveys or transfers its properties and assets substantially
as an entirety to any Person, the successor Person is organized under the laws
of the United States or any state or the District of Columbia, and such
successor Person expressly assumes State Street's obligations on the Junior
Subordinated Debentures issued under the Junior Subordinated Indenture; (ii)
immediately after giving effect thereto, no Debenture Event of Default, and no
event which, after notice or lapse of time or both, would become a Debenture
Event of Default, shall have occurred and be continuing; (iii) in the case of
Corresponding Junior Subordinated Debentures, such transaction is permitted
under the related Trust Agreement and Guarantee and does not give rise to any
breach or violation of the related Trust Agreement or Guarantee, and (iv)
certain other conditions as prescribed by the Junior Subordinated Indenture
are met.
The general provisions of the Junior Subordinated Indenture do not afford
holders of the Junior Subordinated Debentures protection in the event of a
highly leveraged or other transaction involving State Street that may
adversely affect holders of the Junior Subordinated Debentures.
SATISFACTION AND DISCHARGE
The Junior Subordinated Indenture provides that when, among other things,
all Junior Subordinated Debentures not previously delivered to the Debenture
Trustee for cancellation (i) have become due and payable or (ii) will become
due and payable at their Stated Maturity within one year, and State Street
deposits or causes to be deposited with the Debenture Trustee funds, in trust,
for the purpose and in an amount in the currency or currencies in which the
Junior Subordinated Debentures are payable sufficient to pay and discharge the
entire indebtedness on the Junior Subordinated Debentures not previously
delivered to the Debenture Trustee for cancellation, for the principal (and
premium, if any) and interest to the date of the deposit or to the Stated
Maturity, as the case may be, then the Junior Subordinated Indenture will
cease to be of further effect (except as to State Street's obligations to pay
all other sums due pursuant to the Junior Subordinated Indenture and to
provide the officers' certificates and opinions of counsel described therein),
and State Street will be deemed to have satisfied and discharged the Junior
Subordinated Indenture.
CONVERSION OR EXCHANGE
If and to the extent indicated in the Applicable Prospectus Supplement, the
Junior Subordinated Debentures of any series may be convertible or
exchangeable into Junior Subordinated Debentures of another series or into
Capital Securities of another series. The specific terms on which Junior
Subordinated Debentures of any series may be so converted or exchanged will be
set forth in the
22
Applicable Prospectus Supplement. Such terms may include provisions for
conversion or exchange, either mandatory, at the option of the holder, or at
the option of State Street, in which case the number of shares of Capital
Securities or other securities to be received by the holders of Junior
Subordinated Debentures would be calculated as of a time and in the manner
stated in the Applicable Prospectus Supplement.
SUBORDINATION
In the Junior Subordinated Indenture, State Street has covenanted and agreed
that any Junior Subordinated Debentures issued thereunder will be subordinate
and junior in right of payment to all Senior Debt to the extent provided in
the Junior Subordinated Indenture. Upon any payment or distribution of assets
of State Street upon any liquidation, dissolution, winding up, reorganization,
assignment for the benefit of creditors, marshaling of assets or any
bankruptcy, insolvency, debt restructuring or similar proceedings in
connection with any insolvency or bankruptcy proceeding of State Street, the
holders of Senior Debt will first be entitled to receive payment in full of
principal of (and premium, if any) and interest, if any, on such Senior Debt
before the holders of Junior Subordinated Debentures will be entitled to
receive or retain any payment in respect of the principal of (and premium, if
any) or interest, if any, on the Junior Subordinated Debentures; provided,
however, that holders of Senior Debt shall not be entitled to receive payment
of any such amounts to the extent that such holders would be required by the
subordination provisions of such Senior Debt to pay such amounts over to the
obligees on trade accounts payable or other liabilities arising in the
ordinary course of State Street's business.
In the event of the acceleration of the maturity of any Junior Subordinated
Debentures, the holders of all Senior Debt outstanding at the time of such
acceleration will first be entitled to receive payment in full of all amounts
due thereon (including any amounts due upon acceleration thereof) before the
holders of Junior Subordinated Debentures will be entitled to receive or
retain any payment in respect of the principal of (or premium, if any) or
interest, if any, on the Junior Subordinated Debentures; provided, however,
that holders of Senior Debt shall not be entitled to receive payment of any
such amounts to the extent that such holders would be required by the
subordination provisions of such Senior Debt to pay such amounts over to the
obligees on trade accounts payable or other liabilities arising in the
ordinary course of State Street's business.
No payments on accounts of principal (or premium, if any) or interest in
respect of the Junior Subordinated Debentures may be made if there shall have
occurred and be continuing a default in any payment with respect to Senior
Debt or an event of default with respect to any Senior Debt resulting in the
acceleration of the maturity thereof, or if any judicial proceeding shall be
pending with respect to any such default.
"Debt" means with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities
issued for the account of such Person; (iv) every obligation of such Person
issued or assumed as the deferred purchase price of property or services (but
excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business); (v) every capital lease obligation of such
Person; (vi) every obligation of such Person for claims in respect of
derivative products such as interest and foreign exchange rate contracts,
commodity contracts and similar arrangements; and (vii) every obligation of
the type referred to in clauses (i) through (vi) of another Person and all
dividends of another Person the payment of which, in either case, such Person
has guaranteed or is responsible or liable for, directly or indirectly, as
obligor or otherwise.
23
"Senior Debt" means the principal of (and premium, if any) and interest, if
any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to State Street whether or not such
claim for post-petition interest is allowed in such proceeding), on Debt,
whether incurred on or prior to the date of the Junior Subordinated Indenture
or thereafter incurred, unless, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to the Junior Subordinated
Debentures or to other Debt which is pari passu with, or subordinated to, the
Junior Subordinated Debentures; provided, however, that Senior Debt shall not
be deemed to include (i) any Debt of State Street which when incurred and
without respect to any election under Section 1111(b) of the United States
Bankruptcy Code of 1978, as amended, was without recourse to State Street,
(ii) any Debt of State Street to any of its subsidiaries, (iii) Debt to any
employee of State Street, (iv) Debt which by its terms is subordinated to
trade accounts payable or accrued liabilities arising in the ordinary course
of business to the extent that payments made to the holders of such Debt by
the holders of the Junior Subordinated Debentures as a result of the
subordination provisions of the Junior Subordinated Indenture would be greater
than such payments otherwise would have been as a result of any obligation of
such holders of such Debt to pay amounts over to the obligees on such trade
accounts payable or accrued liabilities arising in the ordinary course of
business as a result of subordination provisions to which such Debt is
subject, and (v) any other debt securities issued pursuant to the Junior
Subordinated Indenture.
The Junior Subordinated Indenture places no limitation on the amount of
Senior Debt that may be incurred by State Street. State Street expects from
time to time to incur additional indebtedness and other obligations
constituting Senior Debt.
The Junior Subordinated Indenture provides that the foregoing subordination
provisions, insofar as they relate to any particular issue of Junior
Subordinated Debentures, may be changed prior to such issuance. Any such
change would be described in the Applicable Prospectus Supplement.
GOVERNING LAW
The Junior Subordinated Indenture is, and the Junior Subordinated Debentures
will be, governed by and construed in accordance with the laws of the State of
New York.
INFORMATION CONCERNING THE DEBENTURE TRUSTEE
The Debenture Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the
Trust Indenture Act. Subject to such provisions, the Debenture Trustee is
under no obligation to exercise any of the powers vested in it by the Junior
Subordinated Indenture at the request of any holder of Junior Subordinated
Debentures, unless offered reasonable indemnity by such holder against the
costs, expenses and liabilities which might be incurred thereby. The Debenture
Trustee is not required to expend or risk its own funds or otherwise incur
personal financial liability in the performance of its duties if the Debenture
Trustee reasonably believes that repayment or adequate indemnity is not
reasonably assured to it.
CORRESPONDING JUNIOR SUBORDINATED DEBENTURES
The Corresponding Junior Subordinated Debentures may be issued in one or
more series of Junior Subordinated Debentures under the Junior Subordinated
Indenture with terms corresponding to the terms of a series of Related Capital
Securities. In that event, concurrently with the issuance of each Issuer
Trust's Capital Securities, such Issuer Trust will invest the proceeds thereof
and the consideration paid by State Street for the Common Securities of such
Issuer Trust in such series of Corresponding Junior Subordinated Debentures
issued by State Street to such Issuer Trust. Each
24
series of Corresponding Junior Subordinated Debentures will be in the
principal amount equal to the aggregate stated Liquidation Amount of the
Related Capital Securities and the Common Securities of such Issuer Trust and
will rank pari passu with all other series of Junior Subordinated Debentures.
Holders of the Related Capital Securities for a series of Corresponding Junior
Subordinated Debentures will have the rights, in connection with modifications
to the Junior Subordinated Indenture or upon occurrence of Debenture Events of
Default, as described under "--Modification of Indenture," "--Debenture Events
of Default" and "--Enforcement of Certain Rights by Holders of Capital
Securities," unless provided otherwise in the Prospectus Supplement for such
Related Capital Securities.
Unless otherwise specified in the Applicable Prospectus Supplement, if a Tax
Event in respect of an Issuer Trust shall occur and be continuing, State
Street may, at its option and subject to prior approval of the Federal Reserve
if then so required under applicable capital guidelines or policies, redeem
the Corresponding Junior Subordinated Debentures at any time within 90 days of
the occurrence of such Tax Event, in whole but not in part, subject to the
provisions of the Junior Subordinated Indenture and whether or not such
Corresponding Junior Subordinated Debentures are then otherwise redeemable at
the option of State Street. The redemption price for any Corresponding Junior
Subordinated Debentures shall be equal to 100% of the principal amount of such
Corresponding Junior Subordinated Debentures then outstanding plus accrued and
unpaid interest to the date fixed for redemption. For so long as the
applicable Issuer Trust is the holder of all the outstanding Corresponding
Junior Subordinated Debentures of such series, the proceeds of any such
redemption will be used by the Issuer Trust to redeem the corresponding Trust
Securities in accordance with their terms. State Street may not redeem a
series of Corresponding Junior Subordinated Debentures in part unless all
accrued and unpaid interest has been paid in full on all outstanding
Corresponding Junior Subordinated Debentures of such series for all interest
proceeds terminating on or prior to the Redemption Date.
State Street will covenant, as to each series of Corresponding Junior
Subordinated Debentures, (i) to maintain directly or indirectly 100% ownership
of the Common Securities of the Issuer Trust to which such Corresponding
Junior Subordinated Debentures have been issued, provided that certain
successors which are permitted pursuant to the Junior Subordinated Indenture
may succeed to State Street's ownership of Common Securities, (ii) not to
voluntarily terminate, wind up or liquidate any Issuer Trust, except (a) in
connection with a distribution of Corresponding Junior Subordinated Debentures
to the holders of the Capital Securities in exchange therefor upon liquidation
of such Issuer Trust, or (b) in connection with certain mergers,
consolidations or amalgamations permitted by the related Trust Agreement, in
either such case, if so specified in the Applicable Prospectus Supplement upon
prior approval of the Federal Reserve if then so required under applicable
capital guidelines or policies, and (iii) to use its reasonable efforts,
consistent with the terms and provisions of the related Trust Agreement, to
cause such Issuer Trust to remain classified as a grantor trust and not as an
association taxable as a corporation for United States federal income tax
purposes.
DESCRIPTION OF CAPITAL SECURITIES
Each Issuer Trust will issue Capital Securities and Common Securities
pursuant to the terms of the Trust Agreement for such Issuer Trust. The First
National Bank of Chicago, as Property Trustee, will act as indenture trustee
under each Trust Agreement for purposes of compliance with the Trust Indenture
Act, and each Trust Agreement will be qualified as an indenture under the
Trust Indenture Act. The Capital Securities of a particular issue will
represent beneficial ownership interests in the Issuer Trust and the holders
thereof will be entitled to a preference in certain circumstances with respect
to Distributions and amounts payable on redemption or liquidation over the
Common Securities of such Issuer Trust, as well as other benefits as described
in the corresponding Trust
25
Agreement. This summary of certain provisions of the Capital Securities and
each Trust Agreement, which summarizes the material terms thereof, does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of each Trust Agreement, including the
definitions therein of certain terms, and the Trust Indenture Act, reference
to each of which is hereby made. Wherever particular defined terms of a Trust
Agreement (as amended or supplemented from time to time) are referred to
herein or in a Prospectus Supplement, such terms are incorporated herein or
therein by reference. The form of the Trust Agreement has been filed as an
exhibit to the Registration Statement of which this Prospectus forms a part.
Each of the Issuer Trusts is a legally separate entity and the assets of one
are not available to satisfy the obligations of any of the others or of any
other statutory business trust whose Common Securities are owned by State
Street.
GENERAL
The Capital Securities of an Issuer Trust will rank pari passu, and payments
will be made thereon pro rata, with the Common Securities of that Issuer Trust
except as described under "--Subordination of Common Securities." Legal title
to the Corresponding Junior Subordinated Debentures will be held by the
Property Trustee in trust for the benefit of the holders of the related
Capital Securities and Common Securities. Each Guarantee Agreement executed by
State Street for the benefit of the holders of an Issuer Trust's Trust
Securities (a "Guarantee") will be a guarantee on a subordinated basis with
respect to the related Trust Securities but will not guarantee payment of
Distributions or amounts payable on redemption or liquidation of such Trust
Securities when the related Issuer Trust does not have funds on hand available
to make such payments. See "Descriptions of Guarantees."
DISTRIBUTIONS
Distributions on the Capital Securities will be cumulative, will accumulate
from the date of original issuance and will be payable on such dates as
specified in the Applicable Prospectus Supplement. In the event that any date
on which Distributions are payable on the Capital Securities is not a Business
Day (as defined below), payment of the Distribution payable on such date will
be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect to any such delay) except that, if such
Business Day is in the next succeeding calendar year, payment of such
Distribution shall be made on the immediately preceding Business Day, in
either case with the same force and effect as if made on such date (each date
on which Distributions are payable in accordance with the foregoing, a
"Distribution Date"). A "Business Day" shall mean any day other than a
Saturday or a Sunday, or a day on which banking institutions in The City of
New York are authorized or required by law or executive order to remain closed
or a day on which the corporate trust office of the Property Trustee or the
Debenture Trust is closed for business.
Each Issuer Trust's Capital Securities represent beneficial ownership
interests in the applicable Issuer Trust, and the Distributions on each
Capital Security will by payable at a rate specified in the Applicable
Prospectus Supplement for such Capital Securities. The amount of Distributions
payable for any period will be computed on the basis of a 360-day year of
twelve 30-day months unless otherwise specified in the Applicable Prospectus
Supplement. Distributions to which holders of Capital Securities are entitled
will accumulate additional Distributions at the rate per annum if and as
specified in the Applicable Prospectus Supplement. The term "Distributions" as
used herein includes any such additional Distributions unless otherwise
stated.
If provided in the Applicable Prospectus Supplement, State Street has the
right under the Junior Subordinated Indenture, pursuant to which it will issue
the Corresponding Junior Subordinated Debentures, to defer the payment of
interest at any time or from time to time on any series of the Corresponding
Junior Subordinated Debentures for up to such number of consecutive interest
payment periods which will be specified in such Prospectus Supplement relating
to such series (each,
26
an "Extension Period"), provided, that no Extension Period may extend beyond
the Stated Maturity of the Corresponding Junior Subordinated Debentures. As a
consequence of any such deferral, Distributions on the Related Capital
Securities would be deferred (but would continue to accumulate additional
Distributions thereon at the rate per annum set forth in the Prospectus
Supplement for such Capital Securities) by the Issuer Trust of such Capital
Securities during any such Extension Period. During any Extension Period,
State Street may not (i) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of
State Street that rank pari passu in all respects with or junior in interest
to the Junior Subordinated Debentures of such series, or (ii) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any shares of State Street's capital
stock (other than (a) repurchases, redemptions or other acquisitions of shares
of capital stock of State Street in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of any one
or more employees, officers, directors or consultants, in connection with a
dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of capital stock of State Street (or securities convertible into
or exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b) as a
result of an exchange or conversion of any class or series of State Street's
capital stock (or any capital stock of a Subsidiary of State Street) for any
class or series of State Street's capital stock or of any class or series of
State Street's indebtedness for any class or series of State Street's capital
stock, (c) the purchase of fractional interests in shares of State Street's
capital stock pursuant to the conversion or exchange provisions of such
capital stock or the securities being converted or exchanged, (d) any
declaration of a dividend in connection with any rights plan, or the issuance
of rights, stock or other property under any rights plan, or the redemption or
repurchase of rights pursuant thereto, or (e) any dividend in the form of
stock, warrants, options or other rights where the dividend stock or the stock
issuable upon exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks pari passu with or
junior to such stock).stock.
The revenue of each Issuer Trusttrust available for distribution to holders of its
Capital Securitiescapital securities will be limited to payments under the Corresponding
Junior Subordinated Debenturescorresponding junior
subordinated debentures in which the Issuer Trusttrust will invest the proceeds from the
issuance and sale of its Trust Securities. Seetrust securities. Please see "Description of Junior
Subordinated Debentures--Corresponding Junior Subordinated Debentures." If State Street doeswe do
not make interest payments on such Corresponding Junior Subordinated Debentures,corresponding junior subordinated debentures,
the Property Trusteeproperty trustee will not have funds available to pay Distributionsdistributions on the
Related Capital Securities.related capital securities. The payment of Distributions (ifdistributions, if and to the extent
the Issuer Trusttrust has funds legally available for the payment of such Distributionsdistributions and
cash sufficient to make such payments)payments, is guaranteed by State Streetus on the basis set
forth herein under "Description of Guarantees."
-23-
Distributions on the Capital Securitiescapital securities will be payable to the holders
thereof as they appear on the register of such Issuer Trusttrust on the relevant record
dates, which, as long as the Capital Securitiescapital securities remain in book-entry form, will
be one Business Daybusiness day prior to the relevant Distribution Date.date of distribution. Subject to any
applicable laws and regulations and the provisions of the applicable Trust Agreement,trust
agreement, each such payment will be made as described under "Book-Entry
Issuance." In the event any Capital Securitiescapital securities are not in book-
entrybook-entry form, the
relevant record date for such Capital Securitiescapital securities shall be the date at least 15
days prior to the relevant Distribution Date,date of distribution, as specified in the Applicable Prospectus Supplement.
REDEMPTION OR EXCHANGEapplicable
prospectus supplement.
Redemption or Exchange
Mandatory Redemption.Redemption
Upon the repayment or redemption, in whole or in part, of any Corresponding Junior Subordinated Debentures,corresponding
junior subordinated debentures, whether at maturity or upon earlier redemption
as provided in the Junior Subordinated Indenture,junior subordinated indenture, the property trustee shall
apply the proceeds from such repayment or redemption shall be applied by the Property
Trustee to redeem a Like Amountlike amount (as
defined below) of the Trust
27
Securities,trust securities, upon not less than 30 nor more than 60
days' notice, at a redemption price, (the "Redemption Price")the "REDEMPTION PRICE," equal to the
aggregate Liquidation
Amountliquidation amount of such Trust Securitiestrust securities plus accumulated but
unpaid Distributions
thereondistributions to the date of redemption, (the "Redemption Date")the "REDEMPTION DATE," and the
related amount of the premium, if any, paid by State Streetus upon the concurrent redemption
of such Corresponding Junior Subordinated Debentures. Seecorresponding junior subordinated debentures. Please see "Description of
Junior Subordinated Debentures--Redemption." If less than all of any series of
Corresponding Junior Subordinated Debenturescorresponding junior subordinated debentures are to be repaid or redeemed on a
Redemption Date,redemption date, then the proceeds from such repayment or redemption shallwill be
allocated pro rata to the redemption pro rata of the Related
Capital Securitiesrelated capital securities and the
Common Securities.common securities. The amount of premium, if any, paid by State Streetus upon the redemption
of all or any part of any series of any Corresponding Junior Subordinated Debenturescorresponding junior subordinated
debentures to be repaid or redeemed on a Redemption Dateredemption date shall be allocated pro
rata to the redemption pro rata of the Related
Capital Securitiesrelated capital securities and the Common Securities.
State Streetcommon
securities.
We will have the right to redeem any series of Corresponding
Junior Subordinated Debentures (i)corresponding junior
subordinated debentures:
o on or after such date as may be specified in the Applicable Prospectus Supplement,applicable prospectus
supplement, in whole at any time or in part from time to time,time; or
(ii)o at any time, in whole, (butbut not in part),part, upon the occurrence of a Tax Event, Investment Company Eventtax event,
investment company event or Capital Treatment
Event,capital treatment event, in eitherany case subject to
receipt of prior approval by the Federal Reserve if then required under applicable capital guidelines or policies. See(if required). Please see
"Description of Junior Subordinated Debentures--Redemption."
If a Tax Event, Investment Company EventWithin 90 days of the occurrence of any tax event, investment company event
or Capital Treatment Eventcapital treatment event in respect of a series of Capital Securitiescapital securities and
Common Securitiescommon securities shall occur and be continuing, State Street shallwe will have the right to
redeem the Corresponding Junior Subordinated Debenturescorresponding junior subordinated debentures in whole, (butbut not in
part)part, and thereby cause a mandatory redemption of such Capital Securitiescapital securities and
Common
Securitiescommon securities in whole, (butbut not in part)part, at the Redemption Price within 90 days
following the occurrence of such Tax Event, Investment Company Event or
Capital Treatment Event.redemption price. In the
event a Tax Event, Investment Company Eventtax event, investment company event or Capital Treatment Eventcapital treatment event in
respect of a series of Capital Securitiescapital securities and Common Securitiescommon securities has occurred and
is continuing and State Street doeswe do not elect to redeem the Corresponding Junior Subordinated Debenturescorresponding junior
subordinated debentures and thereby cause a mandatory redemption of such Capital Securitiescapital
securities and Common Securitiescommon securities or to dissolve the related Issuer Trusttrust and cause the
Corresponding Junior
Subordinated Debenturescorresponding junior subordinated debentures to be distributed to holders of
such Capital
Securitiescapital securities and Common Securitiescommon securities in exchange therefor upon
liquidation of the Issuer Trusttrust as described below, such Capital Securitiescapital securities will remain
outstanding.
"Like Amount" means (i)"LIKE AMOUNT" means:
o with respect to a redemption of any series of Trust
Securities, Trust Securitiestrust securities, trust
securities of such series having a Liquidation Amountliquidation amount (as defined below)
equal to that portion of the principal amount of Corresponding
Junior Subordinated Debenturescorresponding junior
subordinated debentures to be contemporaneously redeemed in accordance with
the Junior Subordinated Indenture,junior subordinated indenture, the proceeds of which will be used to pay
the Redemption Priceredemption price of such Trust Securities,trust securities; and
(ii)-24-
o with respect to a distribution of Corresponding Junior Subordinated Debenturescorresponding junior subordinated
debentures to holders of any series of Trust Securitiestrust securities in exchange therefor
in connection with a dissolution or liquidation of the related Issuer Trust, Corresponding Junior
Subordinated Debenturestrust,
corresponding junior subordinated debentures having a principal amount equal
to the Liquidation
Amountliquidation amount of the Trust Securitiestrust securities of the holder to whom such
Corresponding Junior
Subordinated Debenturescorresponding junior subordinated debentures would be distributed.
"Liquidation Amount""LIQUIDATION AMOUNT" means the stated amount per Trust Securitytrust security as set forth
in the Applicable Prospectus Supplement.applicable prospectus supplement.
Distribution of Corresponding Junior Subordinated Debentures. SubjectDebentures
We will have the right at any time to State Street's having receivedliquidate any trust and cause the
junior subordinated debentures to be distributed to the holders of the trust
securities. This may require the prior approval of the Federal Reserve Board. If
the corresponding junior subordinated debentures are distributed to do so
if then required under applicablethe holders
of the capital guidelines or policies, State Street
hassecurities, we have the right at any time to dissolve any Issuer Trusttrust
and, after satisfaction of the liabilities of creditors of such Issuer Trusttrust as
provided by applicable law, cause such Corresponding Junior Subordinated Debenturescorresponding junior subordinated
debentures in respect of the Related Capital Securitiesrelated capital securities and 28
Common Securitiescommon securities
issued by such Issuer Trusttrust to be distributed to the holders of such Related Capital Securitiesrelated capital
securities and Common Securitiescommon securities in exchange therefor upon liquidation of such
Issuer Trust.trust.
After the liquidation date fixed for any distribution of Corresponding
Junior Subordinated Debenturescorresponding
junior subordinated debentures for any series of Capital Securities (i)capital securities:
o such series of Capital Securitiescapital securities will no longer be deemed to be
outstanding, (ii)outstanding;
o the depositary or its nominee, as the record holder of such series of
Capital
Securities,capital securities, will receive a registered global certificate or
certificates representing the Corresponding Junior Subordinated Debenturescorresponding junior subordinated debentures
to be delivered upon such distributiondistribution; and
(iii)o any certificates representing such series of Capital Securitiescapital securities not held by
The Depository Trust Company ("DTC") or its nominee will be deemed to
represent the Corresponding Junior Subordinated
Debenturescorresponding junior subordinated debentures having a
principal amount equal to the stated Liquidation Amountliquidation amount of such series of
Capital Securities,capital securities, and bearing accrued and unpaid interest in an amount
equal to the accrued and unpaid Distributionsdistributions on such series of Capital Securitiescapital
securities until such certificates are presented to the Administrative
Trusteesadministrative
trustees or their agent for transfer or reissuance.
There can be no assuranceWe cannot assure you as to the market prices for the Capital Securitiescapital securities or
the Corresponding Junior Subordinated Debenturescorresponding junior subordinated debentures that may be distributed in
exchange for Capital Securitiescapital securities if a dissolution and liquidation of an Issuer
Trusta trust
were to occur. Accordingly, the Capital Securitiescapital securities that an investor may
purchase, or the Corresponding Junior Subordinated Debenturescorresponding junior subordinated debentures that the investor
may receive on dissolution and liquidation of an Issuer Trust,a trust, may trade at a discount
to the price that the investor paid to purchase the capital securities.
Redemption Procedures
Capital Securities offered hereby.
REDEMPTION PROCEDURES
Capital Securitiessecurities redeemed on each Redemption Date shallredemption date will be redeemed at the
Redemption Priceredemption price with the applicable proceeds from the contemporaneous
redemption of the Corresponding Junior Subordinated Debentures.corresponding junior subordinated debentures. Redemptions of
the Capital Securitiescapital securities shall be made and the Redemption Priceredemption price shall be payable
on each Redemption Dateredemption date only to the extent that the related Issuer Trusttrust has funds on
hand available for the payment of such Redemption Price.redemption price. See also "--
Subordination of Common Securities."
If an Issuer Trusta trust gives a notice of redemption in respect of its Capital
Securities,capital securities, then, by
12:00 noon, New York City time, on the Redemption Date,redemption date, to the extent funds are
available, the Property Trusteeproperty trustee will deposit irrevocably with DTC funds
sufficient to pay the applicable Redemption Priceredemption price and will give DTC irrevocable
instructions and authority to pay the Redemption
Priceredemption price to the Holdersholders of such
Capital Securities. Seecapital securities. Please see "Book-Entry Issuance." If such Capital Securitiescapital
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securities are no longer in book-entry form, the Property
Trustee,property trustee, to the extent
funds are available, will irrevocably deposit with the paying agent for such
Capital Securitiescapital securities funds sufficient to pay the applicable Redemption Priceredemption price and
will give such paying agent irrevocable instructions and authority to pay the
Redemption Priceredemption price to the holders thereof upon surrender of their certificates
evidencing such Capital Securities.capital securities.
Notwithstanding the foregoing, Distributionsdistributions payable on or prior to the
Redemption Dateredemption date for any Capital Securitiescapital securities called for redemption shallwill be payable
to the holders of such Capital Securitiescapital securities on the relevant record dates for the
related Distribution Dates.distribution dates. If notice of redemption shall have been given and
funds deposited as required, then upon the date of such deposit,deposit:
o all rights of the holders of such Capital Securities so called for redemptioncapital securities will cease, except the
right of the holders of such Capital Securitiescapital securities to receive the Redemption Price,redemption
price, but without interest on such Redemption Price,redemption price; and
o such Capital Securitiescapital securities will cease to be outstanding.
In the event that any date fixed for redemption of Capital Securitiescapital securities is not
a Business Day,business day, then payment of the Redemption Price payable on such dateredemption price will be made on the next
succeeding business day, which is a Business Day (andand without any interest or any other payment in
respect of any such delay),delay, except that, if such Business Daybusiness day falls in the next
calendar year, such payment will be made on the immediately preceding Business Day.business
day. In the event that payment of the Redemption Priceredemption price in respect of Capital Securitiescapital
securities called for redemption is improperly withheld or refused and not paid
either by the Issuer Trusttrust or by State Street
29
us pursuant to the relevant Guaranteeguarantee as described
under "Description of Guarantees," Distributionsdistributions on such Capital Securitiescapital securities will
continue to accrue at the then applicable rate, from the Redemption Dateredemption date
originally established by the Issuer Trusttrust for such Capital Securitiescapital securities to the date such
Redemption
Priceredemption price is actually paid, in which case the actual payment date will be
the date fixed for redemption for purposes of calculating the Redemption Price.redemption price.
Subject to applicable law (including, without limitation, United States
federal securities law), State Streetwe or itsour subsidiaries may at any time and from time to
time purchase outstanding Capital Securitiescapital securities by tender, in the open market or by
private agreement.
Payment of the Redemption Priceredemption price on the Capital Securitiescapital securities and any
distribution of Corresponding Junior Subordinated Debenturescorresponding junior subordinated debentures to holders of
Capital Securities shallcapital securities will be made to the applicable recordholders thereof as they appear
on the register for such Capital Securitiescapital securities on the relevant record date, which
shall be one Business Daybusiness day prior to the relevant Redemption Dateredemption date or liquidation
date, as applicable; provided, however, that in the event thatapplicable. However, if any Capital Securitiescapital securities are not in book-entry
form, the relevant record date for such Capital Securities shallcapital securities will be a date at
least 15 days prior to the Redemption Dateredemption date or liquidation date, as applicable,
as specified in the Applicable Prospectus Supplement.applicable prospectus supplement.
If less than all of the Capital Securitiescapital securities and Common Securitiescommon securities issued by an Issuer Trusta
trust are to be redeemed on a Redemption Date,redemption date, then the aggregate Liquidation Amountliquidation
amount of such Capital Securitiescapital securities and Common Securitiescommon securities to be redeemed shall be
allocated pro rata to the Capital Securitiescapital securities and the Common
Securitiescommon securities based
upon the relative Liquidation Amountsliquidation amounts of such classes. The property trustee will
select the particular Capital Securitiescapital securities to be redeemed shall be selected on a pro rata basis not
more than 60 days prior to the Redemption Date by the Property
Trusteeredemption date from the outstanding Capital Securitiescapital
securities not previously called for redemption, by suchusing any method asthat the
Property Trustee shall deemproperty trustee deems fair and appropriate, and which may provide forincluding the selection for
redemption of portions of the Liquidation Amountliquidation amount of Capital Securitiescapital securities in suchthe
minimum amounts as
shall bethat are specified in the Applicable Prospectus Supplement.applicable prospectus supplement. The
Property
Trusteeproperty trustee shall promptly notify the trust registrar in writing of the
Capital
Securitiescapital securities selected for redemption and in the case of any Capital Securities
selected for redemption, the Liquidation Amount thereofliquidation amount to be
redeemed. For all purposes of each Trust Agreement,trust agreement, unless the context otherwise
requires, all provisions relating to the redemption of Capital Securitiescapital securities shall
relate, in the case of any Capital Securitiescapital securities redeemed or to be redeemed only in
part, to the portion of the aggregate Liquidation Amountliquidation amount of Capital Securitiescapital securities
which has been or is to be redeemed.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the Redemption Dateredemption date to the registered address of each holder of
Trust Securitiestrust securities to be redeemed at its registered address.
SUBORDINATION OF COMMON SECURITIESredeemed.
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Subordination of Common Securities
Payment of Distributionsdistributions on, and the Redemption Priceredemption price of, each Issuer
Trust's Capital Securitiestrust's
capital securities and Common Securities,common securities, as applicable, shall be made pro rata
based on the Liquidation Amountliquidation amount of such Capital Securitiescapital securities and Common
Securities; provided,common
securities. If, however, that if on any Distribution Datedistribution date or Redemption
Dateredemption date a Debenture Eventdebenture
event of Defaultdefault shall have occurred and be continuing, no payment of any
Distributiondistribution on, or Redemption Priceredemption price of, any of the Issuer
Trust's Common Securities,trust's common securities,
and no other payment on account of the redemption, liquidation or other
acquisition of such Common Securities,common securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributionsdistributions on all of the Issuer Trust'strust's
outstanding Capital Securitiescapital securities for all Distributiondistribution periods terminating on or
prior thereto, or in the case of payment of the Redemption Priceredemption price the full amount
of such Redemption Priceredemption price on all of the Issuer
Trust'strust's outstanding Capital Securitiescapital securities
then called for redemption, shall have been made or provided for, and all funds
available to the Property Trusteeproperty trustee shall first be applied to the payment in full
in cash of all Distributionsdistributions on, or Redemption Priceredemption price of, the Issuer Trust's Capital Securitiestrust's capital
securities then due and payable.
30
In the case of any event of default under the applicable Trust Agreementtrust agreement
resulting from a Debenture Eventdebenture event of Default, State Streetdefault, we as holder of such Issuer Trust's Common Securitiestrust's common
securities, will be deemed to have waived any right to act with respect to any
such event of default under the applicable Trust
Agreementtrust agreement until the effect of
all such events of default with respect to such Capital Securitiescapital securities have been
cured, waived or otherwise eliminated. Until all events of default under the
applicable Trust Agreementtrust agreement with respect to the Capital
Securitiescapital securities have been so
cured, waived or otherwise eliminated, the Property
Trusteeproperty trustee shall act solely on
behalf of the holders of such Capital Securitiescapital securities and not on our behalf, of State Street as holder of the Issuer Trust's Common
Securities, and only
the holders of such Capital Securitiescapital securities will have the right to direct the
Property Trusteeproperty trustee to act on their behalf.
LIQUIDATION DISTRIBUTION UPON DISSOLUTIONLiquidation Distribution Upon Dissolution
Pursuant to each Trust Agreement,trust agreement, each Issuer Trusttrust shall automatically dissolve
upon expiration of its term and shall dissolve on the first to occur of:
(i)o certain events of bankruptcy, dissolution or liquidation of State Street;
(ii)o the distribution of a Like Amountlike amount of the Corresponding Junior
Subordinated Debenturescorresponding junior subordinated
debentures to the holders of its Trust Securities,trust securities, if State
Street,we, as Depositor, hasdepositor, have
given written direction to the Property Trusteeproperty trustee to dissolve such Issuer Trust (subjecttrust,
subject to State Streetour having received prior approval of the Federal Reserve, if
so required under applicable capital
guidelines or policies); (iii)required;
o redemption of all of the Issuer Trust's Capital
Securitiestrust's capital securities as described under
"--Redemption or Exchange--MandatoryExchange-- Mandatory Redemption;" and
(iv)o the entry of an order for the dissolution of the Issuer
Trusttrust by a court of
competent jurisdiction.
If an early dissolution occurs as described in clause (i), (ii) or (iv)
above, the Issuer Trust shall be liquidated bytrustees will
liquidate the Issuer Trusteestrust as expeditiously as the Issuer Trustees determine to be possible by distributing, after
satisfaction of liabilities to creditors of such Issuer Trusttrust as provided by applicable
law, to the holders of such Trust Securities in
exchange therefortrust securities a Like Amountlike amount of the Corresponding Junior Subordinated
Debentures, unlesscorresponding
junior subordinated debentures. If the property trustee determines that such
distribution is determined bynot practical, then the Property Trustee not
to be practical, in which event such holders will be entitled to receive out
of the assets of the Issuer Trusttrust available for distribution to holders, after
satisfaction of liabilities to creditors of such Issuer Trusttrust as provided by applicable
law, an amount equal to, in the case of holders of Capital
Securities,capital securities, the
aggregate Liquidation Amountliquidation amount plus accrued and unpaid Distributions thereondistributions to the date
of payment, (such amount being the "Liquidation Distribution")."LIQUIDATION DISTRIBUTION." If such Liquidation Distribution can be paid only
in part because such Issuer Trustthe trust has insufficient assets
available to pay in full the aggregate Liquidation Distribution,liquidation distribution, then the
amounts payable directly by such Issuer Trusttrust on its Capital Securitiescapital securities shall be paid
on a pro rata basis. The holder(s) of such Issuer Trust's Common Securitiestrust's common securities will be
entitled to receive distributions upon any such liquidation pro rata with the
holders of its Capital Securities,capital securities, except that if a Debenture Eventdebenture event of Defaultdefault
has occurred and is continuing, the Capital Securitiescapital securities shall have a priority
over the Common Securities.
EVENTS OF DEFAULT; NOTICEcommon securities.
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Events of Default; Notice
Any one of the following events shall constituteconstitutes an "Eventevent of Default"default under the
Trust Agreementtrust agreement of an Issuer Trust (whatevera trust, a "TRUST EVENT OF DEFAULT," regardless of the reason
for such Eventevent of Defaultdefault and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):
(i)body:
o the occurrence of a Debenture Eventdebenture event of Defaultdefault with respect to the
Corresponding Junior Subordinated Debenturescorresponding junior subordinated debentures held by such Issuer Trust (seetrust, a
"DEBENTURE EVENT OF DEFAULT" (please see "Description of Junior Subordinated
Debentures--Debenture Events of Default"); or
(ii)o the default by the Property Trusteeproperty trustee in the payment of any Distributiondistribution on
any Trust Securitytrust security of such Issuer Trusttrust when such becomes due and payable, and
continuation of such default for a period of 30 days; or
31
(iii)o the default by the Property Trusteeproperty trustee in the payment of any Redemption Priceredemption price
of any Trust Securitytrust security of such Issuer Trusttrust when such becomes due and payable; or
(iv)o the default in the performance, or breach, in any material respect, of any
covenant or warranty of the Issuer Trusteestrustees in such Trust Agreement
(othertrust agreement, other than a
covenant or warranty of default in the performance of which or the breach of
which is dealt with in clause (ii) or (iii) above),above, and continuation of such default or breach for a
period of 90 days after there has been given, by registered or certified
mail, to the defaulting Issuer
Trusteetrustee or Trusteestrustees by the holders of at least 25%
in aggregate Liquidation
Amountliquidation amount of the outstanding Capital Securitiescapital securities of the
applicable Issuer
Trust,trust, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" under such Trust Agreement;trust agreement; or
(v)o the occurrence of certain events of bankruptcy or insolvency with respect to
the Property Trusteeproperty trustee and theour failure by State Street to appoint a successor Property Trusteeproperty trustee
within 90 days thereof.days.
Within the ninety90 days after the occurrence of any Eventevent of Defaultdefault actually
known to the Property Trustee,property trustee, the Property Trustee shallproperty trustee will transmit notice of such
Eventevent of Defaultdefault to the holders of such Issuer Trust's Capital
Securities,trust's capital securities, the
Administrative Trusteesadministrative trustees and State Street,to us, as Depositor,depositor, unless such Eventevent of Defaultdefault
shall have been cured or waived. State Street,We, as Depositor,depositor, and the Administrative Trusteesadministrative
trustees are required to file annually with the Property Trusteeproperty trustee a certificate
as to whether or not we or they are in compliance with all the conditions and
covenants applicable to us and to them under each Trust
Agreement.trust agreement.
If a Debenture Eventdebenture event of Defaultdefault with respect to the Corresponding Junior
Subordinated Debenturescorresponding junior
subordinated debentures held by an Issuer Trusta trust has occurred and is continuing, the
Capital Securitiescapital securities of such Issuer Trusttrust shall have a preference over such Issuer Trust's Common Securitiestrust's
common securities as described above. See "--Subordination of Common Securities"
and "--Liquidation Distribution Upon Termination." The existence of an Eventevent of
Defaultdefault does not entitle the holders of Capital Securitiescapital securities to accelerate the
maturity thereof.
REMOVAL OF ISSUER TRUSTEESmaturity.
Removal of Trustees
Unless a Debenture Eventdebenture event of Defaultdefault shall have occurred and be continuing,
any Issuer Trusteetrustee may be removed at any time by the holder of the Common
Securities.common securities.
If a Debenture Eventdebenture event of Defaultdefault has occurred and is continuing, the Property Trusteeproperty
trustee and the Delaware Trusteetrustee may be removed at such time by the holders of a majority in
Liquidation Amountliquidation amount of the outstanding Capital
Securities.capital securities. In no event will the
holders of the Capital Securitiescapital securities have the right to vote to appoint, remove or
replace the Administrative Trustees,administrative trustees, which voting rights are vested exclusively
in State Streetus, as the holder of the Common Securities.common securities. No resignation or removal of an Issuer Trusteea
trustee and no appointment of a successor trustee shall be effective until the
acceptance of appointment by the successor trustee in accordance with the
provisions of the applicable Trust Agreement.
CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEEtrust agreement.
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Co-Trustees and Separate Property Trustee
Unless an Eventevent of Defaultdefault shall have occurred and be continuing, at any
time or from time to time, for the purpose of meeting the legal requirements of
the Trust Indenture Act or of any jurisdiction in which any part of the Trust Propertytrust
property may at the time be located, State Street,we, as the holder of the Common Securities,common securities,
and the Administrative Trusteesadministrative trustees shall have the power to appoint one or more
persons either to act as a co-trustee, jointly with the Property Trustee,property trustee, of all
or any part of such Trust Property,trust property, or to act as separate trustee of any such
property, in either case with such powers as may be provided in the instrument
of appointment, and to vest in such person or persons in such capacity any
property, title, right or power deemed necessary or desirable, subject to the
provisions of the 32
applicable Trust Agreement. In casetrust agreement. If a Debenture Eventdebenture event of Defaultdefault
has occurred and is continuing, the Property Trusteeproperty trustee alone shall have power to
make such appointment.
MERGER OR CONSOLIDATION OF ISSUER TRUSTEESMerger or Consolidation of Trustees
Any Personperson into which the Property Trustee,property trustee, the Delaware Trusteetrustee or any
Administrative Trusteeadministrative trustee that is not a natural person may be merged or converted
or with which it may be consolidated, or any Personperson resulting from any merger,
conversion or consolidation to which such Trusteetrustee shall be a party, or any
Personperson succeeding to all or substantially all the corporate trust business of
such Trustee,trustee, shall be the successor of such Trusteetrustee under each Trust
Agreement,trust agreement,
provided such Personperson shall be otherwise qualified and eligible.
MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE ISSUER TRUSTS
An Issuer TrustMergers, Consolidations, Amalgamations or Replacements of the Trusts
A trust may not merge with or into, consolidate, amalgamate, or be replaced
by, or convey, transfer or lease its properties and assets substantially as an
entirety to us or any State Street or other Person,person, except as described below or as otherwise
described in the Trust Agreement. An Issuer
Trusttrust agreement. A trust may, at theour request, of State Street, with the consent
of the Administrative Trusteesadministrative trustees and without the consent of the holders of the
Capital
Securities,capital securities, the Property Trusteeproperty trustee or the Delaware Trustee,trustee, merge with or
into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease
its properties and assets substantially as an entirety to, a trust organized as
such under the laws of any State; provided, that (i)state if:
o such successor entity either (a)either:
(1) expressly assumes all of the obligations of such Issuer Trusttrust with respect to
the Capital Securitiescapital securities, or
(b)(2) substitutes for the Capital
Securitiescapital securities other securities having
substantially the same terms as the Capital
Securities (the "Successor Securities")capital securities, the "SUCCESSOR
SECURITIES," so long as the Successor Securitiessuccessor securities rank the same as the
Capital Securitiescapital securities in priority with respect to distributions and
payments upon liquidation, redemption and otherwise, (ii)
State Streetotherwise;
o we expressly appointsappoint a trustee of such successor entity possessing the same
powers and duties as the Property Trusteeproperty trustee as the holder of the Corresponding Junior Subordinated Debentures, (iii)corresponding
junior subordinated debentures;
o the Successor Securitiessuccessor securities are listed, or any Successor Securitiessuccessor securities will be
listed upon notification of issuance, on any national securities exchange or
other organization on which the Capital Securitiescapital securities are then listed, if any, (iv)any;
o such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease does not cause the Capital Securitiescapital securities to be downgraded by any
nationally recognized statistical rating organization, (v)organization;
o such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease does not adversely affect the rights, preferences and privileges of
the holders of the Capital Securitiescapital securities (including any Successor Securities)successor securities)
in any material respect, (vi)respect;
o such successor entity has a purpose substantially identical to that of the
Issuer
Trust, (vii)trust;
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o prior to such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, State Street haswe have received an opinion from independent counsel to
the Issuer Trusttrust experienced in such matters to the effect that (a)that:
(1) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not adversely affect the rights, preferences and
privileges of the holders of the Capital Securitiescapital securities (including any
Successor Securities)successor securities) in any material respect, and
(b)(2) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Issuer Trusttrust nor such successor
entity will be required to register as an investment company under the
Investment Company Act of 1940, as amended, (the "Investment Company Act")the "INVESTMENT COMPANY
ACT"; and
(viii) State Streeto we or any permitted successor or assignee owns all of the Common Securitiescommon securities
of such successor entity and guarantees the obligations of such successor
entity under the Successor Securitiessuccessor securities at least to the extent provided by the
Guarantee.guarantee.
Notwithstanding the foregoing, an Issuer Trust shalla trust may not, except with the consent of
holders of 100% in Liquidation Amountliquidation amount of the Capital Securities,capital securities, consolidate,
amalgamate, merge with or into, or be replaced by or convey, transfer or lease
its properties and assets substantially as an entirety to any other entity or
permit any other entity to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger, replacement, conveyance,
transfer or lease would cause the Issuer Trusttrust or the successor entity to be classified
as other than a grantor trust for United States federal income tax purposes.
33
VOTING RIGHTS; AMENDMENT OF EACH TRUST AGREEMENTVoting Rights; Amendment of Each Trust Agreement
Except as provided below and under "Description of Guarantees--Amendments
and Assignment" and as otherwise required by law and the applicable Trust
Agreement,trust
agreement, the holders of the Capital Securitiescapital securities will have no voting rights.
Each Trust Agreement may be amended from time to time by State StreetWe and the Administrative Trustees,administrative trustees may amend each trust agreement without
the consent of the holders of the Capital
Securities (i)capital securities, unless such amendment will
materially and adversely affect the interests of any holder of capital
securities:
o to cure any ambiguity, correct or supplement any provisions in such Trust Agreementtrust
agreement that may be inconsistent with any other provision, or to make any
other provisions with respect to matters or questions arising under such
Trust Agreement,trust agreement, which shallmay not be inconsistent with the other provisions of
such Trust Agreement,trust agreement; or
(ii)o to modify, eliminate or add to any provisions of such Trust Agreementtrust agreement to
such extent as shall be necessary to ensure that the Issuer Trusttrust will be
classified for United States federal income tax purposes as a grantor trust
at all times that any Trust Securitiestrust securities are outstanding or to ensure that the Issuer
Trust will not be required to register as an "investment company" under the
Investment Company Act;
provided, however, that in the case of either clause (i) or clause (ii), such
action shall not adversely affect in any material respect the interests of any
holder of Capital Securities, and anyAct.
Any such amendments of such Trust Agreement
shallwill become effective when notice thereof is given to the
holders of Trust
Securities. Each Trust Agreementtrust securities.
We, the administrative trustees and the property trustee may be amended by the Administrative
Trustees, the Property Trustee and State Street with (i)amend each
trust agreement with:
o the consent of holders representing not less than a majority (based upon
Liquidation Amounts)liquidation amounts) of the outstanding Trust Securities,trust securities; and
(ii)o receipt by the Issuer Trusteestrustees of an opinion of counsel to the effect that such
amendment or the exercise of any power granted to the Issuer Trusteestrustees in accordance
with such amendment will not affect the Issuer Trust'strust's status as a grantor trust
for United States federal income tax purposes or the Issuer Trust'strust's exemption from
status as an "investment company" under the Investment Company Act, provided that withoutAct.
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Without the consent of each holder of Trust Securities, such Trust Agreementtrust securities, the trust agreement
may not be amended to (i)to:
o change the amount or timing of any Distributiondistribution required to be made in
respect of the Trust Securitiestrust securities as of a specified datesdates; or
(ii)o restrict the right of a holder of Trust Securitiestrust securities to institute suit for the
enforcement of any such payment on or after such date.
So long as the property trustee holds any Corresponding Junior Subordinated Debentures are held bycorresponding junior subordinated
debentures, the Property Trustee,trustees may not, without obtaining the Issuer Trustees shall not (i)prior approval of the
holders of a majority in aggregate liquidation amount of all outstanding capital
securities:
o direct the time, method and place of conducting any proceeding for any
remedy available to the Debenture Trustee,debenture trustee, or executing any trust or power
conferred on the Property
Trusteeproperty trustee with respect to such Corresponding Junior Subordinated Debentures,
(ii)corresponding junior
subordinated debentures;
o waive any past default that is waivable under the Indenture, (iii)junior subordinated
indenture;
o exercise any right to rescind or annul a declaration that the principal of
all the corresponding Junior Subordinated Debentures shall bejunior subordinated debentures is due and payablepayable; or
(iv)o consent to any amendment, modification or termination of the Junior
Subordinated Indenturejunior
subordinated indenture or such Corresponding Junior Subordinated Debentures,corresponding junior subordinated debentures,
where such consent shall be required, without, in each case, obtaining the
prior approval of the holders of a majority in aggregate Liquidation Amount of
all outstanding Capital Securities; provided, however, that whererequired.
If a consent under the Junior Subordinated Indenturejunior subordinated indenture would require the
consent of each holder of Corresponding Junior Subordinated Debenturescorresponding junior subordinated debentures affected
thereby, no such consent shallmay be given by the Property Trusteeproperty trustee without the prior
consent of each holder of the corresponding Capital Securities.capital securities. The Issuer Trustees
shalltrustees may
not revoke any action previously authorized or approved by a vote of the holders
of the Capital Securitiescapital securities except by subsequent vote of the holders of the
Capital Securities.capital securities. The Property Trustee shallproperty trustee will notify each holder of the Capital Securitiescapital
securities of any notice of default with respect to the Corresponding
Junior Subordinated Debentures.corresponding junior
subordinated debentures. In addition to obtaining the foregoing approvals of the
holders of the Capital Securities,capital securities, prior to taking any of the foregoing actions,
the Issuer Trustees shalltrustees will obtain an opinion of counsel experienced in such matters to
the effect that such action would not cause the Issuer Trusttrust to be classified as other
than a grantor trust for United States federal income tax purposes.
34
Any required approval of holders of Capital Securitiescapital securities may be given at a
meeting of holders of Capital Securitiescapital securities convened for such purpose or pursuant
to written consent. The Property Trusteeproperty trustee will cause a notice of any meeting at
which holders of Capital Securitiescapital securities are entitled to vote, or of any matter upon
which action by written consent of such holders is to be taken, to be given to
each holder of record of Capital Securitiescapital securities in the manner set forth in each
Trust Agreement.trust agreement.
No vote or consent of the holders of Capital Securitiescapital securities will be required for
an Issuer Trusta trust to redeem and cancel its Capital Securitiescapital securities in accordance with the
applicable Trust Agreement.trust agreement.
Notwithstanding that holders of Capital Securitiescapital securities are entitled to vote or
consent under any of the circumstances described above, any of the Capital
Securitiescapital
securities that are owned by State Street,us or our affiliates or the Issuer Trusteestrustees or any affiliate of
State Street or any Issuer Trustees,their affiliates, shall, for purposes of such vote or consent, be treated as if
they were not outstanding.
PAYMENT AND PAYING AGENCYPayment and Paying Agency
Payments in respect ofon the Capital Securitiescapital securities shall be made to the Depositary,depositary, which
shall credit the relevant accounts at the Depositarydepositary on the applicable
Distribution Dates or, ifdistribution dates. If any Issuer Trust's Capital Securitiestrust's capital securities are not held by the
Depositary,depositary, such payments shall be made by check mailed to the address of the
holder entitled thereto as such address shall appear on the Register.register.
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Unless otherwise specified in the Applicable Prospectus Supplement,applicable prospectus supplement, the
paying agent (the "Paying Agent") shall initially be the Property Trusteeproperty trustee and any co-paying agent
chosen by the Property Trusteeproperty trustee and acceptable to us and to the Administrative Trustees and State Street.administrative
trustees. The Paying Agentpaying agent shall be permitted to resign as Paying Agentpaying agent upon 30
days' written notice to us and to the Property Trustee
and State Street.property trustee. In the event that the
Property Trusteeproperty trustee shall no longer be the Paying Agent,paying agent, the Administers shalladministrative
trustees will appoint a successor, (which shallwhich will be a bank or trust company
acceptable to the Administrative Trusteesadministrative trustees and State
Street)to us, to act as Paying Agent.
REGISTRAR AND TRANSFER AGENTpaying agent.
Registrar and Transfer Agent
Unless otherwise specified in the Applicable Prospectus Supplement,applicable prospectus supplement, the
Property Trusteeproperty trustee will act as registrar and transfer agent for the Capital
Securities.capital
securities.
Registration of transfers of Capital Securitiescapital securities will be effected without
charge by or on behalf of each Issuer Trust,trust, but upon payment of any tax or other
governmental charges that may be imposed in connection with any transfer or
exchange. The Issuer Truststrusts will not be required to register or cause to be registered
the transfer of their Capital Securitiescapital securities after such Capital
Securitiescapital securities have been
called for redemption.
INFORMATION CONCERNING THE PROPERTY TRUSTEEInformation Concerning the Property Trustee
The Property Trustee,property trustee, other than during the occurrence and continuance of an
Eventevent of Default,default, undertakes to perform only suchthe duties asthat are specifically
set forth in each Trust Agreement and, after such Eventtrust agreement. After an event of Default,default, the property
trustee must exercise the same degree of care and skill as a prudent personindividual
would exercise or use in the conduct of his or her own affairs. Subject to this
provision, the Property Trusteeproperty trustee is under no obligation to exercise any of the
powers vested in it by the applicable Trust Agreementtrust agreement at the request of any
holder of Capital Securitiescapital securities unless offered indemnity satisfactory to it is offered reasonable indemnityby such
holder against the costs, expenses and liabilities that might be incurred thereby.incurred. If no
Eventevent of Defaultdefault has occurred and is continuing and the Property Trusteeproperty trustee is
required to decide between alternative causes of action, construe ambiguous
provisions in the applicable Trust Agreementtrust agreement or is unsure of the application of
any provision of the applicable Trust Agreement,trust agreement, and the matter is not one on
which holders of 35
Capital Securitiescapital securities are entitled under such Trust Agreementtrust agreement to
vote, then the Property Trustee shallproperty trustee will take suchany action as is directed by State Street and ifthat we direct. If we do
not so directed, shallprovide direction, the property trustee may take suchany action asthat it deems
advisable and in the best interests of the holders of the Trust Securitiestrust securities and
will have no liability except for its own bad faith, negligence or willfulwilful
misconduct.
TRUST EXPENSESTrust Expenses
Pursuant to the Trust Agreementtrust agreement of each Issuer Trust, State Street,trust, we, as Depositor, shalldepositor, agree to
paypay:
o all debts and other obligations of each trust (other than with respect to
the Capital Securities) andcapital securities);
o all costs and expenses of each Issuer
Trusttrust (including costs and expenses relating
to the organization of each Issuer Trust,trust, the fees and expenses of the Issuer Trusteestrustees and
the cost and expenses relating to the operation of each Issuer Trust)trust); and
to payo any and all taxes and costs and expenses with respect thereto (other than
United States withholding taxes) to which each Issuer Trusttrust might become subject.
GOVERNING LAWGoverning Law
Each Trust Agreementtrust agreement will be governed by and construed in accordance with
the laws of the State of Delaware.
MISCELLANEOUS-32-
Miscellaneous
The Administrative Trusteesadministrative trustees are authorized and directed to conduct the
affairs of and to operate the Issuer Truststrusts in such a way that no Issuer Trusttrust will be
deemedrequired to beregister as an "investment company" required to be registered under the Investment Company Act
or classifiedcharacterized as other than a grantor trust for United States federal income
tax purposespurposes. The administrative trustees are authorized and directed to conduct
their affairs so that the Corresponding Junior
Subordinated Debenturescorresponding junior subordinated debentures will be
treated as indebtedness of State Street for United States federal income tax
purposes. In this connection, State Streetwe and the Administrative Trusteesadministrative trustees are authorized
to take any action, not inconsistent with applicable law, the certificate of
trust of each Issuer
Trusttrust or each Trust Agreement,trust agreement, that State Streetwe and the Administrative
Trusteesadministrative
trustees determine in their discretion to be necessary or desirable forto achieve such purposes,end, as long as
such action does not materially and adversely affect the interests of the
holders of the related Capital Securities.capital securities.
Holders of the Capital Securitiescapital securities have no preemptive or similar rights.
No Issuer Trusttrust may borrow money or issue debt or mortgage or pledge any of its
assets.
DESCRIPTION OF GUARANTEES
A Guarantee will be executed and delivered by State Street concurrentlyCOMMON SECURITIES
In connection with the issuance byof capital securities, each Issuer Trusttrust will issue
one series of its Capital Securitiescommon securities having the terms, including distributions,
redemption, voting and liquidation rights, set forth in the applicable
prospectus supplement. Except for voting rights, the terms of the common
securities will be substantially identical to the terms of the capital
securities. The common securities will rank equally, and payments will be made
on the common securities pro rata, with the capital securities, except that,
upon an event of default, the rights of the holders of the common securities to
payment in respect of distributions and payments upon liquidation, redemption
and otherwise will be subordinated to the rights of the holders of the capital
securities. Except in limited circumstances, the common securities of a trust
carry the right to vote to appoint, remove or replace any of the trustees of
that trust. We will own, directly or indirectly, all of the common securities of
each trust.
DESCRIPTION OF THE CAPITAL SECURITIES GUARANTEES
Set forth below is a summary of information concerning the capital
securities guarantees that we will execute and deliver for the benefit of the
holders from time to time of such Capital Securities and Common
Securities. The First National Bank of Chicago will act as indenture trustee
("Guarantee Trustee") under each Guarantee for the purposes of compliance with
the Trust Indenture Act and each Guaranteecapital securities. Each capital securities guarantee will be
qualified as an indenture under the Trust Indenture Act. ThisBank One Trust Company,
N.A. will act as the guarantee trustee for purposes of the Trust Indenture Act.
The terms of each capital securities guarantee will be those set forth in the
capital securities guarantee and those made part of the capital securities
guarantee by the Trust Indenture Act. The summary of certain provisions of the
Guarantee, which summarizes the material terms thereof, doesof the
capital securities guarantees is not purportintended to be complete and is subject to, and qualified in
its entiretyall respects by reference to, all
of the provisions of each Guarantee, including the definitions therein of
certain terms, and the Trust Indenture Act, to each of which reference is
hereby made. The form of the Guarantee has beencapital securities guarantee which
is filed as an exhibit to the Registration Statement ofregistration statement which contains this
Prospectus forms a part. Reference in
this summary to Capital Securities means that Issuer Trust's Capital
Securities to which a Guarantee relates.prospectus, and the Trust Indenture Act. The Guarantee Trusteeguarantee trustee will hold each
Guaranteecapital securities guarantee for the benefit of the holders of the related Issuer Trust's Capital
Securitiescapital
securities of the applicable trust.
General
Pursuant to and Common Securities.
36
GENERAL
State Streetto the extent set forth in the capital securities guarantee,
we will irrevocably and unconditionally agree to pay in full on a subordinated basis,
to the extent set forth herein, the Guarantee Payments (as defined below) to the holders of
the Trust Securities,trust securities, except to the extent paid by the trust, as and when due,
regardless of any defense, right of set-off or counterclaim that such Issuer Trustwhich the trust may
have or assert, other than the defense of payment. The following payments, with respectwhich are referred to the Capital Securities, to the extent not paid by or on behalf of the
related Issuer Trust (the "Guarantee Payments"), will be subject to the
Guarantee: (i)as "GUARANTEE
PAYMENTS," without duplication:
o any accumulatedaccrued and unpaid Distributionsdistributions that are required to be paid on such Capital Securities,the
capital securities, to the extent that such Issuer Trustthe trust has funds on
hand available therefor at such time, (ii)for
distributions;
o the Redemption Price with respectredemption price, plus all accrued and unpaid distributions, to the
extent the trust has funds available for redemptions, relating to any
Capital Securitiescapital securities called for redemption toby the extent that such
Issuer Trust has funds on hand available therefor at such time, or (iii)trust; and
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o upon a voluntary or involuntary dissolution, winding upwinding-up or liquidationtermination of
such
Issuer Trust (unless the Corresponding Junior Subordinated Debentures are
distributedtrust, other than in connection with the distribution of junior
subordinated debentures to the holders of such Capital Securities in exchange therefor),capital securities or the
redemption of all of the capital securities, the lesser of:
(1) the aggregate of (a) the Liquidation Distributionliquidation amount and (b)all accrued and unpaid
distributions on the capital securities to the date of payment; and
(2) the amount of assets of such Issuer Trustthe trust remaining available for distribution to holders
of Trust
Securities after satisfactionthe capital securities in liquidation of liabilities to creditors of such Issuer Trust
as required by applicable law. State Street'sthe trust.
The redemption price and liquidation amount will be fixed at the time the
capital securities are issued.
Our obligation to make a Guarantee
Paymentguarantee payment may be satisfied by direct
payment of the required amounts by State
Street to the holders of the applicable Trust Securitiescapital securities or by
causing the Issuer Trusttrust to pay such amounts to such holders.
Each GuaranteeThe capital securities guarantees will not apply to any payment of
distributions except to the extent a trust shall have funds available for such
payments. If we do not make interest payments on the junior subordinated
debentures purchased by a trust, the trust will not pay distributions on the
capital securities and will not have funds available for such payments. Please
see "--Status of the Guarantees." Because we are a holding company, our rights
to participate in the assets of any of our subsidiaries upon the subsidiary's
liquidation or reorganization will be an irrevocablesubject to the prior claims of the
subsidiary's creditors except to the extent that we may ourselves be a creditor
with recognized claims against the subsidiary. Except as otherwise provided in
the applicable prospectus supplement, the capital securities guarantees do not
limit the incurrence or issuance by us of other secured or unsecured debt.
The capital securities guarantees, when taken together with our obligations
under the junior subordinated debentures, the indentures and the trust
agreements, including our obligations to pay costs, expenses, debts and
liabilities of the trusts, other than those relating to trust securities, will
provide a full and unconditional guarantee on a subordinated basis of payments
due on the related Issuer Trust'scapital securities.
We have also agreed separately to irrevocably and unconditionally guarantee
the obligations of the trusts with respect to the common securities to the same
extent as the capital securities guarantees, except that upon an event of
default under the Trust Securities, but will
apply onlyindenture, holders of capital securities shall have priority
over holders of common securities with respect to the extent that such related Issuer Trust has funds sufficient
to make such payments,distributions and is not a guarantee of collection.
If State Street does not make interest payments on
liquidation, redemption or otherwise.
Status of the Corresponding Junior
Subordinated Debentures held by the Issuer Trust, the Issuer TrustGuarantees
Each capital security guarantee will not be able to pay Distributions on the Capital Securitiesunsecured and will not have funds
legally available therefor. Each Guarantee will rankrank:
o subordinate and junior in right of payment to all Senior Debt of State Street. See "--Status of the
Guarantees." Because State Street is a holding company, the right of State
Street to participate in any distribution of assets of any subsidiary, upon
such subsidiary's liquidation or reorganization or otherwise, is subject to
the prior claims of creditors of that subsidiary, except to the extent State
Street may itself be recognized as a creditor of that subsidiary. Accordingly,
State Street's obligations under the Guarantees will be effectively
subordinated to all existing and futureour other liabilities of State Street's
subsidiaries, and claimants should look only to the assets of State Street for
payments thereunder. Except as otherwise provided in the Applicable Prospectus
Supplement, the Guarantees do not limit the incurrence or issuance of other
secured or unsecured debt of State Street, including Senior Debt, whether
under the Indenture, any other existing indenture or any other indenture that
State Street may enter into in the future or otherwise.
State Street has, through the applicable Guarantee, the applicable Trust
Agreement, the applicable series of Corresponding Junior Subordinated
Debentures and the Junior Subordinated Indenture, taken together, fully,
irrevocably and unconditionally guaranteed all of the Issuer Trust's
obligations under the Capital Securities. No single document standing alone or
operating in conjunction with fewer than all of the other documents
constitutes such guarantee. It is only the combined operation of these
documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the Issuer Trust's obligations under the Capital
Securities. See "Relationship Among the Capital Securities, the Corresponding
Junior Subordinated Debentures and the Guarantees."
STATUS OF THE GUARANTEES
Each Guarantee will constitute an unsecured obligation of State Street and
will rank subordinate and junior in right of payment to all Senior Debt of
State Street in
the same manner as the Junior Subordinated Debentures.
37
Each Guarantee will rank pari passujunior subordinated indentures; and
o equally with all other Guarantees issued by
State Street.capital security guarantees that we issue.
Each Guaranteecapital securities guarantee will constitute a guarantee of payment and
not of collection (i.e.,collection. This means that the guaranteed party may institute a legal proceeding
directly againstsue the Guarantorguarantor to
enforce its rights under the Guaranteeguarantee without first instituting a legal proceeding againstsuing any other person or entity).entity.
Each Guaranteeguarantee will be held for the benefit of the holders of the related Trust Securities.trust
securities. Each Guaranteecapital trust guarantee will not be discharged exceptonly by payment of
the Guarantee Paymentsguarantee payments in full to the extent not paid by the Issuer
Trusttrust or upon Junior Subordinated Debentures. None of the
Guarantees places a
limitation on the amount of additional Senior Debt that may be incurred by
State Street. State Street expects from time to time to incur additional
indebtedness constituting Senior Debt.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes which do not materially adversely affect
the rights of holders of the related Trust Securities (in which case no vote
will be required), no Guaranteejunior subordinated debentures.
Amendments and Assignment
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The capital securities guarantee may be amended withoutonly with the prior approval
of the holders of not less than a majority in aggregate liquidation amount of
the aggregate Liquidation Amount of
such outstanding Trust Securities. The manner of obtaining any such approvalcapital securities. No vote will be as set forth under "Descriptionrequired, however, for any
changes that do not adversely affect the rights of Capital Securities--Voting Rights;
Amendmentholders of Each Trust Agreement."capital
securities. All guarantees and agreements contained in each Guarantee shallthe capital securities
guarantee will bind theour successors, assigns,assignees, receivers, trustees and
representatives of State Street and shall inure towill be for the benefit of the holders of the related Trust Securitiescapital
securities then outstanding.
EVENTS OF DEFAULT
An event of default under each Guarantee will occur upon the failure of
State Street to perform any of its payment or other obligations thereunder.
The holders of not less than a majority in aggregate Liquidation AmountTermination of the related Trust Securities have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Guarantee Trustee
in respect of such Guarantee or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under such Guarantee.
Any holder of the Trust Securities may institute a legal proceeding directly
against State Street to enforce its rights under such Guarantee without first
instituting a legal proceeding against the Issuer Trust, the Guarantee Trustee
or any other person or entity.
State Street, as guarantor, is required to file annually with the Guarantee
Trustee a certificate as to whether or not State Street is in compliance with
all the conditions and covenants applicable to it under the Guarantee.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The Guarantee Trustee, other than during the occurrence and continuance of a
default by State Street in performance of any Guarantee, undertakes to perform
only such duties as are specifically set forth in each Guarantee and, after
default with respect to any Guarantee, must exercise the same degree of care
and skill as a prudent person would exercise or use in the conduct of his or
her own affairs. Subject to this provision, the Guarantee Trustee is under no
obligation to exercise any of the powers vested in it by any Guarantee at the
request of any holder of any Trust Securities unless it is offered reasonable
indemnity against the costs, expenses and liabilities that might be incurred
thereby.
TERMINATION OF THE GUARANTEESGuarantees
Each Guaranteecapital securities guarantee will terminate and be of no further force and effect upon full payment of the
Redemption Priceredemption price of all capital securities, upon distribution of the related Trust Securities,junior
subordinated debentures to the holders of the trust securities or upon full
payment of the amounts payable in accordance with the trust agreement upon
38
liquidation of the related Issuer Trust or upon distribution of Corresponding
Junior Subordinated Debentures to the holders of the related Trust Securities
in exchange therefor.such trust. Each Guaranteecapital securities guarantee will continue to be
effective or will be reinstated, as the case may be, if at any time any holder
of the related Trust
Securitiescapital securities must restore payment of any sums paid under such Trust Securitiesthe capital
securities or such Guarantee.
GOVERNING LAW
Eachthe capital securities guarantee.
Events of Default
An event of default under a capital securities guarantee will occur if we
fail to perform any payment or other obligations under the capital securities
guarantee.
The holders of a majority in liquidation amount of the capital securities
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the guarantee trustee in respect of the capital
securities guarantee or to direct the exercise of any trust or power conferred
upon the guarantee trustee under the capital securities guarantee. Any holder of
capital securities may institute a legal proceeding directly against us to
enforce the guarantee trustee's rights and our obligations under the capital
securities guarantee, without first instituting a legal proceeding against the
relevant trust, the guarantee trustee or any other person or entity.
As guarantor, we are required to file annually with the guarantee trustee a
certificate as to whether or not we are in compliance with all applicable
conditions and covenants applicable under the capital securities guarantee.
Information Concerning the Guarantee Trustee
Prior to the occurrence of a default relating to a capital securities
guarantee, the guarantee trustee is required to perform only the duties that are
specifically set forth in the capital securities guarantee. Following the
occurrence of a default, the guarantee trustee will exercise the same degree of
care as a prudent individual would exercise in the conduct of his or her own
affairs. Provided that the foregoing requirements have been met, the guarantee
trustee is under no obligation to exercise any of the powers vested in it by a
capital securities guarantee at the request of any holder of capital securities,
unless offered indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred thereby.
We and our affiliates maintain certain accounts and other banking
relationships with the guarantee trustee and its affiliates in the ordinary
course of business.
Governing Law
The capital securities guarantees will be governed by and construed in
accordance with the internal laws of the Statestate of New York.
RELATIONSHIP AMONG THE CAPITAL SECURITIES, THE CORRESPONDING JUNIOR
SUBORDINATED DEBENTURES AND THE CAPITAL SECURITIES GUARANTEES
FULL AND UNCONDITIONAL GUARANTEE
Payments-35-
As set forth in the trust agreements, the sole purpose of Distributions and other amounts due on the Capital Securities
(totrusts is to
issue the extent the Issuer Trust has funds available for the payment of such
Distributions and other amounts) are irrevocably guaranteed by State Street astrust securities and to invest the extent set forth under "Description of Guarantees." Taken together,
State Street's obligations under each series of Corresponding Junior
Subordinated Debentures, the Junior Subordinated Indenture, the related Trust
Agreement and the related Guarantee provide,proceeds in the aggregate, a full,
irrevocable and unconditional guarantee of payments of Distributions and other
amounts due on the Related Capital Securities. No single document standing
alone or operating in conjunction with fewer than all of the other documents
constitutes such guarantee. It is only the combined operation of these
documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the Issuer Trust's obligations under the Related
Capital Securities. If and to the extent that State Street does not make
payments on any series of Corresponding Junior Subordinated Debentures, such
Issuer Trust will not pay Distributions or other amounts due on the Related
Capital Securities. The Guarantees do not cover payment of Distributions when
the related Issuer Trust does not have sufficient funds to pay such
Distributions. In such event, the remedy of a holder of a series of Capital
Securities is to institute a legal proceeding directly against State Street
pursuant to the terms of the Indenture for enforcement of payment of amounts
equal to such Distributions to such holder. The obligations of State Street
under each Guarantee are subordinate and junior in right of payment to all
Senior Debt of State Street.
SUFFICIENCY OF PAYMENTSsubordinated
debentures.
As long as payments of interest and other payments are made when due on each
series of Corresponding Junior Subordinated Debentures, suchthe
junior subordinated debentures, those payments will be sufficient to cover Distributionsthe
distributions and other payments due on the Related
Capital Securities, primarily because (i)trust securities. This is due to the
following factors:
o the aggregate principal amount of each series of Corresponding Junior Subordinated Debenturesjunior subordinated debentures will be
equal to the sum of the aggregate stated Liquidation Amountliquidation amount of the Related Capital
Securities and the related Common Securities; (ii)trust
securities;
o the interest rate and the interest and other payment dates on each series of Corresponding Junior
Subordinated Debenturesthe junior
subordinated debentures will match the Distributiondistribution rate and Distributiondistribution
and other payment dates for the Related Capital Securities; (iii) State Street
shalltrust securities;
o under the junior subordinated indenture, we will pay, forand the trusts will
not be obligated to pay, directly or indirectly, all and any costs, expenses, debts
and liabilitiesobligations of such Issuer Trust
except the Issuer Trust's obligationstrusts, other than those relating to holders of its Capital Securities
under such Capital Securities;the trust
securities; and
(iv) each Trust Agreemento the trust agreements further providesprovide that the Issuer Trust willtrustees may not cause or
permit the trusts to engage in any activity that is not consistent with the
limited purposes of such Issuer Trust.
Notwithstanding anythingthe trusts.
To the extent that funds are available, we guarantee payments of
distributions and other payments due on the capital securities to the contraryextent
described in this prospectus. If we do not make interest payments on the Junior Subordinated
Indenture, State Streetjunior
subordinated debentures, the trust will not have sufficient funds to pay
distributions on the capital securities. Each capital securities guarantee is a
subordinated guarantee in relation to the capital securities. The capital
securities guarantee does not apply to any payment of distributions unless and
until the trust has sufficient funds for the payment of such distributions.
Please see "Description of the Capital Securities Guarantees."
We have the right to set off any payment it isthat we are otherwise required to
make thereunderunder the junior subordinated indenture with and to the extent State Street has
theretoforeany payment that we have
previously made or isare concurrently on the date of such payment making under a
related guarantee.
The capital securities guarantees cover the payment of distributions and
other payments on the capital securities only if and to the extent that we have
made a payment of interest or principal or other payments on the junior
subordinated debentures. The capital securities guarantees, when taken together
with our obligations under the related Guarantee.
39
ENFORCEMENT RIGHTS OF HOLDERS OF CAPITAL SECURITIES
A holderjunior subordinated debentures and the indenture
and our obligations under the trust agreement, will provide a full and
unconditional guarantee of distributions, redemption payments and liquidation
payments on the capital securities.
If we fail to make interest or other payments on the junior subordinated
debentures when due, taking account of any related Capital Security may institute a legal proceeding
directly against State Streetextension period, the trust
agreements allow the holders of the capital securities to direct the property
trustee to enforce its rights under the related
Guaranteejunior subordinated debentures. If the
property trustee fails to enforce these rights, any holder of capital securities
may directly sue us to enforce such rights without first institutingsuing the property
trustee or any other person or entity. Please see "Description of the Capital
Securities--Book Entry Issuance" and "--Voting Rights."
A holder of capital securities may institute a legal proceeding againstdirect action if a trust
agreement event of default has occurred and is continuing and such event is
attributable to our failure to pay interest or principal on the Guarantee
Trustee,junior
subordinated debentures when due. A direct action may be brought without first
(1) directing the related Issuer Trustproperty trustee to enforce the terms of the junior
subordinated debentures or (2) suing us to enforce the property trustee's rights
under the junior subordinated debentures. In connection with such direct action,
we will be subrogated to the rights of such holder of capital securities under
the trust agreement to the extent of any payment made by us to such holder of
capital securities. Consequently, we will be entitled to payment of amounts that
a holder of capital securities receives in
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respect of an unpaid distribution to the extent that such holder receives or has
already received full payment relating to such unpaid distribution from a trust.
We acknowledge that the guarantee trustee will enforce the capital
securities guarantees on behalf of the holders of the capital securities. If we
fail to make payments under the capital securities guarantees, the holders of
the capital securities may direct the guarantee trustee to enforce its rights
thereunder. If the guarantee trustee fails to enforce the capital securities
guarantees, any holder of capital securities may directly sue us to enforce the
guarantee trustee's rights under the capital securities guarantees. Such holder
need not first sue the trust, the guarantee trustee, or any other person or
entity. A holder of capital securities may also directly sue us to enforce such
holder's right to receive payment under the capital securities guarantees. Such
holder need not first (1) direct the guarantee trustee to enforce the terms of
the capital securities guarantee or (2) sue the trust or any other person or
entity.
A default or event of default under any Senior Debt of State Streetour senior debt would not
constitute a default or Eventevent of Defaultdefault under the Junior Subordinated
Indenture.junior subordinated
indenture. However, in the event of payment defaults under, or acceleration of,
Senior Debt of State Street,our senior debt, the subordination provisions of the Junior
Subordinated Indenturejunior subordinated
indenture provide that no payments may be made in respect of the Corresponding Junior Subordinated Debenturescorresponding
junior subordinated debentures until such Senior Debtsenior debt has been paid in full or
any payment default thereunder has been cured or waived. Failure to make
required payments on any series of Corresponding Junior
Subordinated Debenturescorresponding junior subordinated debentures
would constitute an Eventevent of Defaultdefault under the Junior
Subordinated Indenture.
LIMITED PURPOSE OF ISSUER TRUSTSjunior subordinated indenture.
We and the trusts believe that the above mechanisms and obligations, taken
together, are equivalent to a full and unconditional guarantee by us of payments
due on the capital securities. Please see "Description of the Capital Securities
Guarantees--General."
Limited Purpose of Trusts
Each Issuer Trust's Capital Securitiestrust's capital securities evidence a beneficial interest in such
Issuer Trust,trust, and each Issuer Trusttrust exists for the sole purpose of issuing its Capital Securitiescapital
securities and Common Securitiescommon securities and investing the proceeds thereof in Corresponding Junior Subordinated Debentures.corresponding
junior subordinated debentures. A principal difference between the rights of a
holder of a Capital Securitycapital security and a holder of a Corresponding Junior Subordinated Debenturecorresponding junior subordinated
debenture is that a holder of a Corresponding Junior Subordinated Debenturecorresponding junior subordinated debenture is
entitled to receive from State
Streetus the principal amount of and interest accrued on
Corresponding Junior
Subordinated Debenturescorresponding junior subordinated debentures held, while a holder of Capital Securitiescapital
securities is entitled to receive Distributionsdistributions from such Issuer Trusttrust (or from State Streetus
under the applicable Guarantee)guarantee) if and to the extent such Issuer Trusttrust has funds
available for the payment of such Distributions.
RIGHTS UPON DISSOLUTIONdistributions.
Rights Upon Dissolution
Upon any voluntary or involuntary dissolution, winding up or liquidation of
any Issuer Trusttrust involving the liquidation of the Corresponding Junior
Subordinated Debentures,corresponding junior subordinated
debentures, after satisfaction of liabilities to creditors of the Issuer Trust as required by applicable law,trust, the
holders of the related Capital
Securitiescapital securities will be entitled to receive, out of
the assets held by such Issuer
Trust,trust, the Liquidation Distributionliquidation distribution in cash. SeePlease see
"Description of Capital Securities--Liquidation Distribution Upon Termination."
Upon any voluntary or involuntary liquidation or bankruptcy of State Street, the
Property Trustee,property trustee, as holder of the Corresponding Junior Subordinated Debentures,corresponding junior subordinated debentures,
would be a subordinated creditor of State Street, subordinated in right of
payment to all Senior Debtsenior debt as set forth in the Junior Subordinated Indenture,junior subordinated indenture,
but entitled to receive payment in full of principal and interest before any of
our stockholders of
State Street receive payments or distributions. Since State Street iswe are the guarantor under each
Guaranteeguarantee and hashave agreed to pay for all costs, expenses and liabilities of each
Issuer Trust (othertrust, other than the Issuer Trust'strusts' obligations to the holders of its Capital Securities),capital
securities, the positions of a holder of such Capital Securitiescapital securities and a holder of
such Corresponding Junior
Subordinated Debenturescorresponding junior subordinated debentures relative to other creditors
and to our stockholders of
State Street in the event of liquidation or bankruptcy of State Street are expected
to be substantially the same.
DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain terms of any series of the Preferred
Stock offered by any Prospectus Supplement will be described in such
Prospectus Supplement. If so indicated in the Prospectus Supplement, the terms
of any series of Preferred Stock may differ from the terms set forth below.
The description of certain provisions of the Preferred Stock set forth below
and in any Prospectus Supplement does not purport to be complete
40-37-
and is subject to and qualified in its entirety by reference to State Street's
Articles of Organization, including the definitions therein or certain terms,
and the certificate of designation (each a "Certificate of Designation")
relating to each series of the Preferred Stock that will be filed with the
Commission at or prior to the time of the issuance of such series of the
Preferred Stock. State Street's Articles of Organization have been filed as
Exhibit 3.1 to State Street's Annual Report on Form 10-K for the year ended
December 31, 1997 and are incorporated by reference thereto into the
Registration Statement of which this Prospectus is part.
The following sets forth certain general terms and provisions of the
Preferred Stock to which any Prospectus Supplement may relate.
GENERAL
Under State Street's Articles of Organization, State Street is authorized,
without further stockholder action, to issue up to 3,500,000 shares of
Preferred Stock, without par value, in one or more series, with such
designations, voting powers, preferences and relative limitations or
restrictions thereon, as may be stated or expressed in resolutions providing
for the creation and issuance thereof adopted by the Board of Directors of
State Street. Thus, without stockholder approval, the Board of Directors could
authorize the issuance of Preferred Stock with voting, conversion and other
rights that could dilute the voting power and other rights of the holders of
Common Stock. No Preferred Stock is currently outstanding.
The Preferred Stock shall have the dividend, liquidation, redemption and
voting rights set forth below, unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Stock. Reference
is made to the Prospectus Supplement relating to the particular series of the
Preferred Stock offered hereby for specific terms, including: (i) the
designation and stated value per share of such Preferred Stock and the number
of shares offered; (ii) the amount of liquidation preference per share; (iii)
the initial public offering price at which such Preferred Stock will be
issued; (iv) the dividend rate or rates (or method or methods of calculation),
the dates on which dividends shall be payable and the dates from which
dividends shall commence to cumulate, if any; (v) any redemption or sinking
fund provisions; (vi) any conversion provisions; and (vii) any additional
voting, dividend, liquidation, redemption, sinking fund and other rights,
preferences, privileges, limitations and restrictions.
The Preferred Stock will, when issued, be fully paid and nonassessable and
holders thereof will have no preemptive rights in connection therewith. Unless
otherwise provided in the Applicable Prospectus Supplement, each series of the
Preferred Stock will rank on a parity as to payment of dividends and amounts
upon dissolution, liquidation or winding up of State Street. The rights of
holders of shares of each series of the Preferred Stock will be subordinate to
those of State Street's general creditors.
RANK
Any series of the Preferred Stock will, with respect to dividend rights and
rights on liquidation, winding up and dissolution rank (i) senior to all
classes of common stock of State Street and with all equity securities issued
by State Street, the terms of which specifically provide that such equity
securities will rank junior to the Preferred Stock (collectively referred to
as the "Junior Stock"); (ii) on a parity with all equity securities issued by
State Street, the terms of which specifically provide that such equity
securities will rank on a parity with the Preferred Stock (collectively
referred to as the "Parity Securities"); and (iii) junior to all equity
securities issued by State Street, the terms of which specifically provide
that such equity securities will rank on a parity with to the Preferred Stock.
All shares of Preferred Stock, will, regardless of series, be of equal rank.
As used in any Certificate of Designation for these purposes, the term "equity
securities" will not include debt securities convertible into or exchangeable
for equity securities.
41
DIVIDEND RIGHTS
Holders of each series of the Preferred Stock will be entitled to receive,
when, as and if declared by the Board of Directors of State Street, out of
funds of State Street legally available therefor, cash dividends on such dates
and at such rates as are set forth in, or as are determined by the method
described in, the Prospectus Supplement relating to such series of the
Preferred Stock. Such rate may be fixed or variable or both. Each such
dividend will be payable to the holders of record as they appear on the stock
books of State Street on such record dates, fixed by the Board of Directors of
State Street, as specified in the Prospectus Supplement relating to such
series of the Preferred Stock.
Such dividends may be cumulative or noncumulative, as provided in the
Prospectus Supplement relating to such series of Preferred Stock. If the Board
of Directors of State Street fails to declare a dividend payable on a dividend
payment date on any series of Preferred Stock for which dividends are
noncumulative, then the right to receive a dividend in respect of the dividend
period ending on such dividend payment date will be lost, and State Street
will have no obligation to pay the dividend accrued for such period, whether
or not dividends on such series are declared payable on any future dividend
payment dates. Dividends on the shares of each series of Preferred Stock for
which dividends are cumulative will accrue from the date on which State Street
initially issues shares of such series or such other dates as may be set forth
in the Applicable Prospectus Supplement.
Unless otherwise specified in the Applicable Prospectus Supplement, so long
as the shares of any series of the Preferred Stock are outstanding, unless (i)
full dividends (including, if such Preferred Stock is cumulative, dividends
for prior dividend periods) have been paid or declared and set apart for
payment on all outstanding shares of the Preferred Stock of such series (other
than Junior Stock) and (ii) State Street is not in default or in arrears with
respect to the mandatory or optional redemption or mandatory repurchase or
other mandatory retirement of, or with respect to any sinking or other
analogous fund for, any shares of Preferred Stock of such series (other than
Junior Stock), State Street may not declare any dividends on any shares of
Junior Stock, or make any payment on account of, or set apart money for, the
purchase, redemption or other retirement of, or for a sinking or other
analogous fund for, any shares of Junior Stock or make any distribution in
respect thereof, whether in cash or property or in obligations or stock of
State Street, other than Junior Stock that is neither convertible into, nor
exchangeable or exercisable for, any securities of State Street other than
Junior Stock and other than as a result of the reclassification of Junior
Stock.
LIQUIDATION PREFERENCE
Unless otherwise specified in the Applicable Prospectus Supplement, in the
event of any liquidation, dissolution or winding up of State Street, whether
voluntary or involuntary, the holders of a series of Preferred Stock will be
entitled to receive out of the assets of State Street available for
distribution to stockholders, before any distribution of assets is made to the
holders of Junior Stock, the amount set forth in the Prospectus Supplement
relating to such series of the Preferred Stock. If, upon any voluntary or
involuntary liquidation, dissolution or winding up of State Street, the
amounts payable with respect to the Preferred Stock of any series and any
other shares of preferred stock of State Street (including any other series of
the Preferred Stock) ranking as to the payment of amounts upon the
dissolution, liquidation or winding up of State Street on a party with such
series of the Preferred Stock are not paid in full, the holders of the
Preferred Stock of such series and of such other shares of preferred stock of
State Street will share ratably in any such distribution of assets of State
Street in proportion to the full respective preferential amounts to which they
are entitled. After payment to the holders of the Preferred Stock of each
series of the full preferential amounts of the liquidating distribution to
which they are entitled, the holders of each such series of the Preferred
Stock will be entitled to no further participation in any distribution of
assets by State Street.
REDEMPTION
A series of the Preferred Stock may be redeemable, in whole or from time to
time in part, at the option of State Street with prior Federal Reserve Board
approval, and may be subject to mandatory
42
redemption pursuant to a sinking fund or otherwise, in each case upon terms,
at the times and at the redemption prices set forth in the Prospectus
Supplement relating to such series. Shares of the Preferred Stock redeemed by
State Street will be restored to the status of authorized but unissued shares
of preferred stock of State Street.
In the event that fewer than all of the outstanding shares of a series of
the Preferred Stock are to be redeemed, whether by mandatory or optional
redemption, the number of shares to be redeemed will be determined by lot or
pro rata (subject to rounding to avoid fractional shares) as may be determined
by State Street or by any other method as may be determined by State Street in
its sole discretion to be equitable. From and after the redemption date
(unless default is made by State Street in providing for the payment of the
redemption price plus accumulated and unpaid dividends, if any) dividends will
cease to accumulate on the shares of the Preferred Stock called for redemption
and all rights of the holders thereof (except the right to receive the
redemption price plus accumulated and unpaid dividends, if any) will cease.
Unless otherwise specified in the Applicable Prospectus Supplement, so long
as any dividends on shares of any series of the Preferred Stock or any other
series of preferred stock of State Street ranking on a parity as to payment of
dividends and amounts upon the liquidation, dissolution or winding up of State
Street with such series of the Preferred Stock are in arrears, no shares of
any such series of the Preferred Stock or such other series of preferred stock
of State Street will be redeemed (whether by mandatory or optional redemption)
unless all such shares are simultaneously redeemed, and State Street will not
purchase or otherwise acquire any such shares; provided, however, that the
foregoing will not prevent the purchase or acquisition of such shares pursuant
to a purchase or exchange offer made on the same terms to holders of all such
shares outstanding.
CONVERSION RIGHTS
Shares of Preferred Stock of any series offered hereunder may not be
exchanged for or converted (mandatorily or otherwise) into shares of Common
Stock but may be exchanged for or converted (mandatorily or otherwise) into
shares of another series of Preferred Stock.
EXCHANGEABILITY
The holders of shares of Preferred Stock of any series may be obligated at
any time or at maturity to exchange such shares for debt securities of State
Street. The terms of any such exchange and any such debt securities will be
described in the Prospectus Supplement relating to such series of Preferred
Stock.
VOTING RIGHTS
Except as indicated in a Prospectus Supplement relating to a particular
series of the Preferred Stock, or except as required by applicable
Massachusetts law or in State Street's Articles of Organization, the holders
of the Preferred Stock will not be entitled to vote for any purpose.
Under regulations adopted by the Federal Reserve Board, if the holders of
shares of any series of Preferred Stock of State Street become entitled to
vote for the election of directors, such series may then be deemed a "class of
voting securities" and a holder of 25% or more of such series (or a holder of
5% if it otherwise exercises a "controlling influence" over State Street) may
then be subject to regulation as a bank holding company in accordance with the
Bank Holding Company Act of 1956, as amended. In addition, at such time as
such series is deemed a class of voting securities, (i) any other bank holding
company may be required to obtain the approval of the Federal Reserve Board to
acquire or retain 5% or more of such series, and (ii) any person other than a
bank holding company may be required to file with the Federal Reserve Board
under the Change in Bank Control Act to acquire or retain 10% or more of such
series.
43
TRANSFER AGENT AND REGISTRAR
Unless otherwise indicated in a Prospectus Supplement relating thereto,
State Street Bank and Trust Company will be the transfer agent, dividend and
redemption price disbursement agent and registrar for shares of each series of
the Preferred Stock.
GLOBAL SECURITIES
GENERALGeneral
The Offered Securities of a series that are Debt Securities or Capital
Securitiescapital securities may be issued in whole or in part in the form of one
or more fully registered global Offered Securities (respectively, the "Global Debt
Securities" and the "Global Capital Securities,"offered securities, each of which is a "Global
Security,"GLOBAL SECURITY," and together which are the "Global Securities")
that will be deposited with, or on behalf of, a depository (the "Depository") which unless
otherwise indicated in the Applicable Prospectus Supplementapplicable prospectus supplement for such series will
be DTC. Global Capital Securitiescapital securities may be issued in either temporary or permanent
form. Unless and until it is exchanged in whole or in part for Offered Securitiesoffered
securities in definitive form, a Global Securityglobal security may not be transferred except
as a whole by the Depositorydepository for such Global Securityglobal security to a nominee of such
Depositorydepository or by a nominee of such Depositorydepository to such Depositorydepository or another
nominee of such Depositorydepository or by such Depositorydepository or any such nominee to a
successor of such Depositorydepository or a nominee of such successor or in the manner
provided in the final paragraph under this heading.
The specific terms of the depository arrangement with respect to any Offered
Securitiescapital
securities will be described in the Applicable Prospectus Supplement. State
Street anticipatesapplicable prospectus supplement. We
anticipate that the following provisions will apply to all depository
arrangements.
Upon the issuance of a Global Securityglobal security and the deposit of such Global
Capital Securityglobal
capital security with or on behalf of the Depository,depository, the Depositorydepository for such
Global Securityglobal security will credit, on its book-entry registration and transfer system,
the respective principalaggregate liquidation amounts, or aggregate Liquidation Amounts, as
the case may be, of the Offered Securitiescapital securities
represented by such Global Securityglobal security to the accounts of persons that have
accounts with such Depository
("Participant"),depository, each such person a "PARTICIPANT," which may
include Euroclear and Cedel. The accounts to be credited shall be designated by
the dealers, underwriters or agents participating in the distribution of such
Offered Securitiescapital securities or by State
Street,us if such Offered Securities arewe have offered and sold directly by State
Street.such capital securities
directly. Ownership of beneficial interests in a Global Securityglobal security will be limited
to Participantsparticipants or persons that may hold interest through Participants.participants.
Ownership of a beneficial interest in such Global Securityglobal security will be shown on,
and the transfer of that ownership will be effected only through, records
maintained by the Depositorydepository for such Global Securityglobal security (with respect to interests
of Participants)participants) or by Participantsparticipants or persons that hold through Participantsparticipants
(with respect to interests of persons other than Participants)participants). The laws of some
states require that certain purchasers of securities take physical delivery of
such securities in definitive form. Such limits and such laws may impair the
ability to own, transfer or pledge beneficial interests in a Global Security.global security.
So long as the Depositorydepository for a Global Security,global security, or its nominee, is the
holder of such Global Security,global security, such Depositorydepository or such nominee, as the case may
be, will be considered the sole owner or holder of the Offered Securitiescapital securities
represented by such Global Securityglobal security for all purposes under the applicable Indenture or Trust Agreement, as the case may be.trust
agreement. Except as set forth below, owners of beneficial interests in a Global Securityglobal
security will not be entitled to have Offered Securitiescapital securities of the series
represented by such Global Securityglobal security registered in their names, will not receive
or be entitled to receive physical delivery of Offered Securitiesoffered securities of such series
in definitive form and will not be considered the owners or holders thereof
under the applicable Indenture or
Trust Agreement, as the case may be.
44
trust agreement. Accordingly, each person owning a
beneficial interest in a Global Securityglobal security must rely on the procedures of the
Depositorydepository for such Global Securityglobal security and, if such person is not a Participant,participant, on
the procedures of the Participantparticipant through which such person owns its interest,
to exercise any rights of a holder under the applicable Indenture. State Street understandsindenture. We understand
that under existing industry practices, if State Street requestswe request any action of holders or
if an owner of a beneficial interest in a Global Securityglobal security desires to give or
take any action which a holder is entitled to give or take under the applicable
Indenture,indenture, the Depositorydepository for such Global Securityglobal security would authorize the
Participantsparticipants holding the relevant beneficial interest to give or take such
action, and such Participantsparticipants would authorize beneficial owners owning through
such Participantsparticipants to give or take such action or would otherwise act upon the
instructions of beneficial owners holding through them.
Payments of principal of or premium, if any, and interest, if any, on
Offered Securitiescapital securities represented by a Global Securityglobal security registered in the name of a
Depositorydepository or its nominee will be made to such Depositorydepository or its nominee, as the
case may be, as the registered owner or the holder of the Global Securityglobal security
representing such Offered Securities.capital securities. None of
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State Street, the Trusteetrustee for such Offered Securities,offered securities, any paying agent for such
Offered Securities,offered securities, the Property Trusteeproperty trustee or the Securities Registrar,securities registrar, as
applicable, will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global
Securityglobal security for such Offered Securitiesoffered securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
State Street expectsWe expect that the Depository for any Offered Securities
represented by a Global Debt Security, upon receipt of any payment of
principal, premium or interest, will credit immediately Participants' accounts
with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Debt Security as shown on the
records of such Depository. State Street expects that the Depositorydepository for a series of Capital Securitiescapital securities or its
nominee, upon receipt of any payment of Liquidation Amount, Redemption Price,liquidation amount, redemption price,
premium or Distributionsdistributions in respect of a permanent Global Capital Securityglobal capital security
representing any of such Capital Securities,capital securities, immediately will credit
Participants'participants' accounts with payments in amounts proportionate to their
respective beneficial interest in the aggregate Liquidation Amountliquidation amount of such
Global Capital Securityglobal capital security for such Capital Securitiescapital securities as shown on the records of
such Depositarydepositary or its nominee. State StreetWe also expectsexpect that payments by Participantsparticipants to
owners of beneficial interests in such Global Securityglobal security held through such
Participantsparticipants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name," and will be the responsibility of such
Participants.
No Global Debt Security may be exchanged in whole or in part for Debt
Securities registered, and no transfer of a Global Debt Security in whole or
in part may be registered, in the name of any Person other than the Depository
for such Global Debt Security or a nominee thereof unless (a) such Depository
(i) has notified State Street that it is unwilling or unable to continue as
Depository for such Global Debt Security or (ii) has ceased to be a clearing
agency registered under the Exchange Act, (b) there shall have occurred and be
continuing an Event of Default or a Default, as the case may be, with respect
to such Global Debt Security or (c) there shall exist such circumstances, if
any, in addition to or in lieu of the foregoing as have been specified for
this purpose as contemplated by the Indentures. (Section 305)participants.
Unless otherwise specified in the Applicable Prospectus Supplement,applicable prospectus supplement, if a
Depositorydepository for a series of Capital Securitiescapital securities is at any time unwilling, unable
or ineligible to continue as Depositorydepository and a successor Depositorydepository is not
appointed by the Issuer Trusttrust within 90 days, the Issuer Trusttrust will issue individual Capital Securitiescapital
securities of such series in exchange for the Global
Capital Securityglobal capital security
representing such series of Capital Securities.capital securities. In addition, the Issuer Trusttrust may at
any time and in its sole discretion, subject to any limitations described in the
Prospectus Supplementprospectus supplement relating to such Capital
Securities,capital securities, determine not to have
any Capital Securitiescapital securities of such series represented by one or more 45
Global Capital Securitiesglobal capital
securities and, in such event, will issue individual Capital
Securitiescapital securities of such
series in exchange for the Global Capital Securityglobal capital security or Securitiessecurities representing
such series of Capital Securities.capital securities. Further, if the Issuer Trusttrust so specifies with
respect to the Capital Securitiescapital securities of a series, an owner of a beneficial interest
in a Global Capital Securityglobal capital security representing Capital Securitiescapital securities of such series may,
on terms acceptable to the Issuer
Trust,trust, the Property Trusteeproperty trustee and the Depositorydepository for
such Global Capital
Security,global capital security, receive individual Capital Securitiescapital securities of such
series in exchange for such beneficial interests, subject to any limitations
described in the Prospectus Supplementprospectus supplement relating to such Capital Securities.capital securities. In
any such instance, an owner of a beneficial interest in a Global Capital Securityglobal capital
security will be entitled to a physical delivery of individual Capital Securitiescapital
securities of the series represented by such Global Capital Securityglobal capital security equal in
principal amount to such beneficial interest and to have such Capital Securitiescapital securities
registered in its name.
BOOK-ENTRY ISSUANCEBook-Entry Issuance
DTC will act as securities Depositorydepository for all of the Capital Securities and
the Debt Securities,capital securities,
including the Junior Subordinated Debentures,junior subordinated debentures, unless otherwise referred to in
the Prospectus Supplement relating to an offering of
Capital Securities or Debt Securities.prospectus supplement. The Capital Securities and the Debt
Securitiescapital securities will be issued only as
fully-registered securities registered in the name of Cede & Co. (DTC's
nominee). One or more fully-registered global certificates will be issued for
the Capital Securitiescapital securities of each Issuer Trust
and the Debt Securities,trust, representing in the aggregate the total
number of such Issuer Trust's Capital Securities or aggregate principal balance of Debt
Securities, respectively,trust's capital securities and will be deposited with the
Property Trusteeproperty trustee as custodian for DTC.
DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its Participantsparticipants deposit with DTC. DTC also facilitates
the settlement among Participantsparticipants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-entry
changes in Participants'participants' accounts, thereby eliminating the need for physical
movement of securities certificates. "Direct Participants""DIRECT PARTICIPANTS" include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. DTC is owned by a number of its Direct
Participantsdirect participants and by
the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain custodial relationships with Direct Participants,direct
participants, either directly or indirectly
("Indirect Participants").indirectly. The rules applicable to DTC and its
Participantsparticipants are on file with the Commission.
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Purchases of Capital Securities or Debt Securitiescapital securities within the DTC system must be made by or
through Direct Participants,direct participants, which will receive a credit for the Capital Securities or Debt Securitiescapital
securities on DTC's records. The ownership interest of each actual purchaser of
each Capital Security andcapital security, each Debt
Security ("Beneficial Owner")a "BENEFICIAL OWNER," is in turn to be recorded on
the Directdirect and Indirect Participants'indirect participants' records, including Euroclear and Cedel.
Beneficial Ownersowners will not receive written confirmation from DTC of their
purchases, but Beneficial Ownersbeneficial owners are expected to receive written confirmations
providing details of the transactions, as well as periodic statements of their
holdings, from the Directdirect or Indirect Participantsindirect participants through which the Beneficial Ownersbeneficial
owners purchased Capital Securitiescapital securities or Junior Subordinated Debentures.junior subordinated debentures. Transfers
of ownership interests in the Capital Securities or Debt Securitiescapital securities are to be accomplished by
entries made on the books of Participantsparticipants acting on behalf of beneficial owners.
Beneficial Owners. Beneficial Ownersowners will not receive certificates representing their ownership
interests in Capital Securities or Debt
Securities,capital securities, except in the event that use of the book-entry
system for the Capital Securitiescapital securities of such Issuer Trust or Debt Securitiestrust is discontinued.
46
Transfers between Participantsparticipants will be effected in accordance with DTC's
procedures and will be settled in same-daysame- day funds. Transfers between
Participantsparticipants in Euroclear and Cedel will be effected in the ordinary way in
accordance with their respective rules and operating procedures.
Cross-market transfers between Participants,participants, on the one hand, and Euroclear
Participantsparticipants or Cedel Participants,participants, on the other hand, will be effected in DTC
in accordance with DTC's rules on behalf of Euroclear or Cedel, as the case may
be, by its respective Depository; however, such cross-market transaction will
require delivery of instructions to Euroclear or Cedel, as the case may be, by
the counterparty in such system in accordance with the rules and procedures and
within the established deadlines (Brussels time) of such system. Euroclear or
Cedel, as the case may be, will, if the transaction meets its settlement
requirements, deliver instructions to its respective Depositorydepository to take action
to effect final settlement on its behalf by delivering or receiving interests in
the Capital Securities or Debt Securitiescapital securities in DTC, and making or receiving payment in accordance
with normal procedures and Cedel Participantsparticipants may not deliver instructions
directly to the depositaries for Euroclear or Cedel.
Because of time zone differences, the securities account of a Euroclear or
Cedel Participantparticipant purchasing an interest in a Capital Security or Debt
Securitycapital security from a
Participantparticipant in DTC will be credited, and any such crediting will be reported to
the relevant Euroclear Participantparticipant or Cedel Participant,participant, during the securities
settlement processing day (which must be a business day for Euroclear and Cedel,
as the case may be) immediately following the DTC settlement date. Cash received
in Euroclear or Cedel as a result of sales of interests in a Capital Security or Debt Securitycapital security by
or through a Euroclear or Cedel Participantparticipant to a Participantparticipant in DTC will be
received with value on the DTC settlement date but will be available in the
relevant Euroclear or Cedel cash account only as of the business day for
Euroclear or Cedel following the DTC settlement date.
DTC has no knowledge of the actual Beneficial Ownersbeneficial owners of the Capital
Securities or Debt Securities;capital
securities; DTC's records reflect only the identity of the Direct Participantsdirect participants
to whose accounts such Capital Securities or Debt
Securitiescapital securities are credited, which may or may not be
the Beneficial Owners.beneficial owners. The Participantsparticipants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants,direct
participants, by Direct Participantsdirect participants to Indirect Participants,indirect participants, and by Direct
Participantsdirect
participants and Indirect Participantsindirect participants to Beneficial Ownersbeneficial owners and the voting
rights of Direct Participants, Indirect Participantsdirect participants, indirect participants and Beneficial Ownersbeneficial owners will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices will be sent to Cede & Co. as the registered holder of
the Capital Securities or Debt Securities.capital securities. If less than all of an Issuer
Trust's Capital Securities or the Debt Securitiesa trust's capital securities are
being redeemed, DTC's current practice is to determine by lot the amount of the
interest of each Direct Participantdirect participant to be redeemed.
Although voting with respect to the Capital Securities or the Debt
Securitiescapital securities is limited to the
holders of record of the Capital Securities or
Debt Securities,capital securities in those instances in which a vote
is required, neither DTC nor Cede & Co. will itself consent or vote with respect
to Capital Securities
or Debt Securities.the capital securities. Under its usual procedures, DTC would mail an omnibus
proxy (the "Omnibus Proxy") to the relevant Trusteetrustee as soon as possible after the record date. The
Omnibus Proxyomnibus proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participantsdirect
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participants to whose accounts such Capital Securities
or Debt Securitiescapital securities are credited on the
record date (identified in a listing attached to the Omnibus Proxy)omnibus proxy).
Distribution payments on the Capital Securities or the Debt Securitiescapital securities will be made by the relevant
Trusteetrustee to DTC. DTC's practice is to credit Direct
Participants'direct participants' accounts on the
relevant
47
payment date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive payments
on such payment date. Payments by Participantsparticipants to Beneficial Ownersbeneficial owners will be
governed by standing instructions and customary practices and will be the
responsibility of such Participantparticipant and not of DTC, the relevant Trustee,trustee, the
Issuer Trusttrust thereof or State Street, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of Distributionsdistributions to
DTC is the responsibility of the relevant Trustee,trustee, and disbursements of such
payments to the Beneficial Ownersbeneficial owners is the responsibility of Directdirect and Indirect Participants.indirect
participants.
DTC may discontinue providing its services as securities Depositorydepository with
respect to any of the Capital Securities or the Debt Securitiescapital securities at any time by giving reasonable notice
to the relevant Trusteetrustee and State Street. In the event that a successor
securities Depositorydepository is not obtained, definitive Capital Securitycapital security or Junior Subordinated Debenturejunior
subordinated debenture certificates representing such Capital Securities or Debt Securitiescapital securities are
required to be printed or delivered. State Street, at its option, may decide to
discontinue use of the system of book-entry transfers through DTC (or a
successor Depository)depository). After a Debenture Eventan event of Default,default, the holders of a majority in
liquidation preference of Capital Securities or aggregate principal amount of Debt
Securitiescapital securities may determine to discontinue the
system of book-entry transfers through DTC. In any event, definitive
certificates for such Capital Securities
or Debt Securitiescapital securities will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we and the Issuer Trusts and State Streettrusts believe to be accurate,
but we and the Issuer Trusts and State Streettrusts assume no responsibility for the accuracy thereof. Neither
we nor the Issuer Trusts nor State
Street hastrusts have any responsibility for the performance by DTC or its
Participantsparticipants of their respective obligations as described herein or under the rules and procedures
governing their respective operations.
PLAN OF DISTRIBUTION
The Offered SecuritiesWe and the trusts may sell securities:
o to the public through a group of underwriters managed or co-managed by, one
or more underwriters, which may be sold in a public offeringaffiliates;
o through one or more agents, which may be affiliates; or directly to
or through
underwriters or dealers designatedpurchasers.
The distribution of the securities may be effected from time to time. State Street may sell
its Debt Securitiestime in one
or Preferred Stock, and each Issuer Trust may sell its
Capital Securities as soon as practicable after effectiveness of the
Registration Statement of which this Prospectus forms a part. The names of any
underwriters or dealers involved in the sale of the such Securities in respect
of which this Prospectus is delivered, the amount or number of such Securities
to be purchased by any such underwriters and any applicable commissions or
discounts will be set forth in the Applicable Prospectus Supplement.
Underwriters may offer and sell Securitiesmore transactions:
o at a fixed price, or prices, which may be changed or from time to timetime;
o at market prices prevailing at the time of sale,sale;
o at prices related to such prevailing market pricesprices; or
o at negotiated prices.
In connectionEach prospectus supplement will describe the method of distribution of the
securities and any applicable restrictions.
The prospectus supplement with respect to the salesecurities of Securities, underwriters may be deemed
to have received compensation from State Street and/ora particular
series will describe the applicable Issuer
Trust in the formterms of underwriting discounts or commissions and may also
receive commissions. Underwriters may sell Offered Securities to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters.
Any underwriting compensation paid by State Street and/or the applicable
Issuer Trust to underwriters in connection with the offering of Securities,
andthe securities, including the
following:
o the name of the agent or the name or names of any discounts, concessionsunderwriters;
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o the public offering or commissions allowed by such underwriters to
participating dealers, will be described in the accompanying Prospectus
Supplement. Underwriters and dealers participating in the distribution of
Offered Securities may be deemed to be underwriters, andpurchase price;
o any discounts and commissions received by them and any profit realized by them on resale of such
Offered Securities may be deemed to be allowed or paid to the agent or
underwriters;
o all other items constituting underwriting compensation;
o any discounts and commissions underto be allowed or paid to dealers; and
o any exchanges on which the Securities Act. Underwriters and dealers maysecurities will be entitled, under
agreement with State Street and the applicable Issuer Trust, to
indemnification against and contribution toward certain civil liabilities,
including liabilities under the Securities Act, and to reimbursement by State
Street for certain expenses.
48
Inlisted.
Any trust, in connection with theits offering of the Capital Securities of any Issuer
Trust, such Issuer Trustcapital securities, may grant
to the underwriters an option to purchase additional Capital Securitiescapital securities to cover
over-allotments, if any, at the initial public offering price (with an
additional underwriting commission), as may be set forth in the accompanying
Prospectus Supplement.prospectus supplement. If such Issuer Trustthe trust grants anyan over-allotment option, the terms
of suchthis over-allotment option will be set forth in the Prospectus Supplementprospectus supplement for
the capital securities.
Only the agents or underwriters named in the prospectus supplement are
agents or underwriters in connection with the securities being offered.
We may agree to enter into an agreement to indemnify the agents and the
several underwriters against certain civil liabilities, including liabilities
under the Securities Act or to contribute to payments the agents or the
underwriters may be required to make.
If so indicated in the applicable prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase capital securities from us pursuant to delayed delivery
contracts providing for payment and delivery on the date stated in the
prospectus supplement. Each contract will be for an amount not less than, and
the aggregate amount of securities sold pursuant to such Capital Securities.
Underwriterscontracts shall not be
less nor more than, the respective amounts stated in the prospectus supplement.
Institutions with whom the contracts, when authorized, may be made include
commercial and dealerssavings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutions, but
shall in all cases be subject to our approval. Delayed delivery contracts will
not be subject to any conditions except that:
o the purchase by an institution of the capital securities or warrants covered
under that contract shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which that institution is subject; and
o if the capital securities or warrants are also being sold to underwriters
acting as principals for their own account, the underwriters shall have
purchased such debt securities or warrants not sold for delayed delivery.
The underwriters and other persons acting as our agents will not have any
responsibility in respect of the validity or performance of delayed delivery
contracts.
Certain of the underwriters and their associates and affiliates may be
customers of, have borrowing relationships with, engage in other transactions
with, and/or perform services, including investment banking services, for, State Street and/us or
the applicable Issuer Trust and/one or anymore of theirour affiliates in the ordinary course of business.
Certain of the underwriters may use this prospectus and the accompanying
prospectus supplement for offers and sales related to market-making transactions
in the securities. These underwriters may act as principal or agent in these
transactions, and the sales will be made at prices related to prevailing market
prices at the time of sale.
The Offered Securitiessecurities will be new issues of securities and will have no established
trading market. Any underwriters to whom Offered Securities are
sold for public offering and sale may make a market in such Offered
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. Such Offered
SecuritiesThe securities may or may not be listed on a national securities
exchange or the Nasdaq National Market. NoWe can make no assurance can be given as to the
liquidity of or the existence of trading markets for any Offered Securities.of the securities.
-42-
VALIDITY OF SECURITIES
Unless otherwise indicated in the Applicable Prospectus Supplement,applicable prospectus supplement indicates otherwise, certain
matters of Delaware law relating to the validity of the Capital Securities,capital securities, the
enforceability of the applicable Trust Agreementtrust agreement and the creation of each Issuer Trusttrust
will be passed upon for State Street and for the Issuer Truststrusts by Richards, Layton &
Finger, P.A., special Delaware counsel to State Street and the Issuer Trusts.trusts. Unless otherwise indicated in the
Applicable Prospectus
Supplement,applicable prospectus supplement indicates otherwise, certain legal matters will
be passed upon by Ropes & Gray for State Street and the Issuer Truststrusts and for the
Underwritersunderwriters by Cravath, Swaine & Moore. Ropes & Gray will rely as to all
matters of New York law on the opinion of Cravath, Swaine & Moore. Truman S.
Casner, a director of State
Street, is a partner of Ropes & Gray.Gray, is a director of State Street. Mr. Casner
owns beneficially a total of 13,36517,204 shares of Common Stockcommon stock of State Street.
Ropes & Gray performs services for State Street from time to time. Ropes & Gray
and Cravath, Swaine & Moore will rely on Richards, Layton & Finger P.A. as to all
matters of Delaware law.
EXPERTS
The consolidated financial statements and schedules of State Street at
December 31, 1997 and 1996, and for each of the three years in the period
ended December 31, 1997,Corporation
incorporated by reference in State Street'sStreet Corporation's Annual Report on Form 10-K(Form
10-K) for the year ended December 31, 1997,1999, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements and schedules are incorporated herein by reference in reliance upon such
report given uponon the authority of such firm as experts in accounting and
auditing.
49With respect to the unaudited condensed consolidated interim financial
information for the three-month periods ended March 31, 1999 and March 31, 1998,
the six-month periods ended June 30, 1999 and June 30, 1998, and the nine-month
periods ended September 30, 1999 and September 30, 1998, incorporated by
reference in this Prospectus, Ernst & Young LLP have reported that they have
applied limited procedures in accordance with professional standards for a
review of such information. However, their separate report, included in State
Street Corporation's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999, June 30, 1999, and September 30 1999, and incorporated herein by
reference, states that they did not audit and they do not express an opinion on
that interim financial information. Accordingly, the degree of reliance on their
report on such information should be restricted considering the limited nature
of the review procedures applied. The independent auditors are not subject to
the liability provisions of Section 11 of the Securities Act of 1933 (the "Act")
for their report on the unaudited interim financial information because that
report is not a "report" or a "part" of the Registration Statement prepared or
certified by the auditors within the meaning of Sections 7 and 11 of the Act.
-43-
================================================================================
CAPITAL SECURITIES
$1,000,000,000
STATE STREET CAPITAL TRUST II
STATE STREET CAPITAL TRUST III
STATE STREET CAPITAL TRUST IV
CAPITAL SECURITIES
FULLY AND UNCONDITIONALLY GUARANTEED BY
STATE STREET CORPORATION
--------------------
PROSPECTUS
--------------------
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information.
We are not offering the securities in any state where the offer is not
permitted.
We do not claim the accuracy of the information in this prospectus as of any
date other than the dates stated on the cover.
, 2000
================================================================================
-44-
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee under the Securities Act of 1933, as
amended.................................................... $120,689.65**
Blue Sky fees and expenses (including counsel fees)......... 20,000.00
Fees of rating agencies..................................... 100,000.00
Trustees' fee and expenses.................................. 10,000.00
Printing and engraving...................................... 25,000.00
Accounting services......................................... 10,000.00
Legal fees of Registrants' counsel.......................... 120,000.00
Miscellaneous............................................... 10,000.00
-----------
Total..................................................... $415,689.65Other Expenses of Issuance and Distribution.
- --------------------------------------------------------------------------------
Registration fee under the Securities Act of 1933, as amended...... $211,200.00
Fees of rating agencies............................................ 50,000.00
Trustees' fee and expenses......................................... 0.00
Printing and engraving............................................. 15,000.00
Accounting services................................................ 15,000.00
Legal fees of Registrants' counsel................................. 100,000.00
Miscellaneous...................................................... 0.00
Total....................................................... $391,200.00
===========
- ----------------------------------------------------------------------------------------
* All the amounts except the Registration Fee are estimated.
** Previously paid.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the General Laws of Massachusetts provides
that to the extent specified in or authorized byby:
o the articles of organization,organization;
o a by-law adopted by shareholdersshareholders; or
o a vote adopted by the holders of the majority of shares of stock
entitled to vote on the election of directors,
a corporation can indemnify directors, officers, employees and other agents of
the corporation (and persons who serve at its request as directors, officers,
employees and other agents of another organization or who serve at its request
in any capacity with respect to any employee benefit plan) except as. This indemnification
does not apply to any matter as to which such person shall have been adjudicated
in any proceeding not to have acted in good faith in the reasonable belief that
the action was in the best interest of the corporation.
The Articles of Organization of State Street (Article 6) provide the
following:
The corporation shall to the fullest extent legally permissible
indemnify each person who is or was a director, employee or other agent of
the corporation and each person who is or was serving at the request of
the corporation as a director, trustee, officer, employee or other agent
of another corporation or of any partnership, joint venture, trust,
employee benefit plan or other enterprise or organization against all
liabilities, costs and expenses, including but not limited to amounts paid
in satisfaction of judgments, in settlement or as fines and penalties, and
counsel fees and disbursements, reasonably incurred by him in connection
with the defense or disposition of or otherwise in connection with or
resulting from any action, suit or other proceeding, whether civil,
criminal, administrative or investigative, before any court or
administrative or legislative or investigative body, in which he may be or
may have been involved as a party or otherwise or with which he may be or
may have been threatened, while in office or thereafter, by reason of his
being or having been such a director, officer, employee, agent or trustee,
or by reason of any action taken or not taken in any such capacity, except
with respect to any matter as to which he shall have been finally
adjudicated by a court of competent jurisdiction not
to have acted in good faith in the reasonable belief that his action was
in the best interests of the corporation (any person serving another
organization in one or more of the indicated capacities at the request of
the corporation who shall not have been adjudicated in any proceeding not
to have acted in good faith in the reasonable belief that his action was
in the best interest of such other organization shall be deemed so to have
acted in good faith with respect to the corporation) or to the extent that
such matter relates to service with respect to an employee benefit plan,
in the best interest of the participants or beneficiaries of such employee
50
benefit plan. Expenses, including but not limited to counsel fees and
disbursements, so incurred by any such person in defending any such
action, suit or proceeding, shall be paid from time to time by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the person
indemnified to repay the amounts so paid if it shall ultimately be
determined that indemnification of such expenses is not authorized
hereunder.
If, in an action, suit or proceeding brought by or in the name of
the corporation, a director of the corporation is held not liable for
monetary damages, whether because that director is relieved of personal
liability under the provisions of this Article Six of the Articles of
Organization, or otherwise, that director shall be deemed to have met the
standard of conduct set forth above and to be entitled to indemnification
for expenses reasonably incurred in the defense of such action, suit or
proceeding.
As to any matter disposed of by settlement by any such person,
pursuant to a consent decree or otherwise, no such indemnification either
for the amount of such settlement or for any other expenses shall be
provided unless such settlement shall be approved as in the best interests
of the corporation, after notice that it involves such indemnification,
(a) by vote of a majority of the disinterested directors then in office
(even though the disinterested directors be less than a quorum), or (b) by
any disinterested person or persons to whom the question may be referred
by vote of a majority of such disinterested directors, or (c) by vote of
the holders of a majority of the outstanding stock at the time entitled to
vote for directors, voting as a single class, exclusive of any stock owned
by any interested person, or (d) by any disinterested person or persons to
whom the question may be referred by vote of the holders of a majority of
such stock. No such approval shall prevent the recovery from any such
director, officer, employee, agent or trustee of any amounts paid to him
or on his behalf as indemnification in accordance with the preceding
sentence if such person is subsequently adjudicated by a court of
competent jurisdiction not to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation.
The right of indemnification hereby provided shall not be exclusive
of or affect any other rights to which any director, officer, employee,
agent or trustee may be entitled or which may lawfully be granted to him.
As used herein, the terms "director," "officer," "employee," "agent" and
"trustee" include their respective executors, administrators and other
legal representatives, an "interested" person is one against whom the
action, suit or other proceeding in question or another action, suit or
other proceeding on the same or similar grounds is then or had been
pending or threatened, and a "disinterested" person is a person against
whom no such action, suit or other proceeding is then or had been pending
or threatened.
By action of the board of directors, notwithstanding any interest of
the directors in such action, the corporation may purchase and maintain
insurance, in such amounts as the board of directors may from time to time
deem appropriate, on behalf of any person who is or was a director,
officer, trustee, employee or other agent of the corporation, or is or was
serving at the requests of the corporation as a director, officer,
trustee, employee or other agent of another corporation or of any
partnership, joint venture, trust, employee benefit plan or other
enterprise or organization against any liability incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability.
A director of this corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director notwithstanding any provision of law imposing
such liability, provided, however, that this paragraph of Article Six
shall not eliminate the liability of a director to the extent such
liability is imposed by applicable law (i) for any breach of the
director's duty of loyalty to this
-46-
corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
51
law, (iii) for any transaction from which the director derived an improper
personal benefit, or (iv) for paying a dividend, approving a stock
repurchase or making loans which are illegal under certain provisions of
Massachusetts law, as the same exists or hereafter may be amended. If
Massachusetts law is hereafter amended to authorize the further limitation
of the legal liability of the directors of this corporation, the liability
of the directors shall then be deemed to be limited to the fullest extent
then permitted by Massachusetts law as so amended. Any repeal or
modification of this paragraph of this Article Six which may hereafter be
effected by the stockholders of this corporation shall be prospective
only, and shall not adversely affect any limitation on the liability of a
director for acts or omissions prior to such repeal or modification.
In addition, State Street maintains a directors' and officers' liability
insurance policy.
Under the Trust Agreementtrust agreement of each Issuer Trust,issuer trust, State Street will agree to
indemnify the issuer trustee of each of the Issuer Trustees of such Issuer Trust,issuer trust, and to hold the Issuer Trusteesissuer
trustees harmless against, any loss, damage, claims, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of such Trust
Agreement,the applicable trust
agreement, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties under such Trust Agreement.trust agreement.
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Restated Articles of Organization (filed with the Securities and
Exchange Commission as Exhibit 3.1 to Registrant's Annual
report on Form 10-K for the year ended December 31, 1997 and
incorporated by reference (File No. 0-5108)).
4.2 Bylaws as amended (filed with the Securities and Exchange
Commission as Exhibit 3.2 to Registrant's Annual reportExhibits.
Exhibit No. Description
4.1 Restated Articles of Organization (filed with the Securities
and Exchange Commission as Exhibit 3.1 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997 and
incorporated by reference (File No. 0-5108)).
4.2 By-laws as amended (filed with the Securities and Exchange
Commission as Exhibit 3.2 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991 and
incorporated by reference).
4.3 Certificate of Designation, Preference and Rights (filed with
the Securities and Exchange Commission as Exhibit 3.1 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated by reference).
4.4 The description of Registrant's Common Stock included in the
Registrant's effective registration statement report on Form
10, as filed with the Securities and Exchange Commission on
September 3, 1970 and amended on May 12, 1971 and incorporated
by reference.
4.5 Rights Agreement dated as of September 15, 1988 between
Registrant and The First National Bank of Boston, as Rights
Agent (filed with the Securities and Exchange Commission as
Exhibit 4 to Registrant's Current Report on Form 8-K dated
September 30, 1988 and incorporated by reference).
4.6 Amendment to Rights Agreement dated as of September 20, 1990
between Registrant and The First National Bank of Boston,
Rights Agent (filed with the Securities and Exchange
Commission as Exhibit 4 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1990 and
incorporated by reference).
4.7 Indenture dated as of May 1, 1983 between Registrant and
Morgan Guaranty Trust Company of New York, Trustee, relating
to Registrant 7 3/4% Convertible Subordinated Debentures due
2008 (filed with the Securities and Exchange Commission as
Exhibit 4 to Registrant's Registration Statement on Form S-3
filed on April 22, 1983, Commission File No. 2-83251 and
incorporated by reference).
4.8 Indenture dated as of August 2, 1993 (the "Senior Indenture")
between Registrant and The First National Bank of Boston, as
trustee relating to Registrant's long-term notes (filed with
the Securities and Exchange Commission as Exhibit 4 to
Registrant's Current Report on Form 8-K dated October 8, 1993
and incorporated by reference).
524.9 Instrument of Resignation, appointment, and acceptance, dated
as of February 14, 1996 between Registrant, The First National
Bank of Boston (resigning trustee) and Fleet National Bank of
Massachusetts (successor trustee) (filed with the Securities
and Exchange Commission as Exhibit 4.6
-47-
EXHIBIT NO. DESCRIPTION
----------- -----------
4.9 Instrument of Resignation, appointment, and acceptance, dated as
of February 14, 1996 between Registrant, The First National
Bank of Boston (resigning trustee) and Fleet National Bank of
Massachusetts (successor trustee) (filed with the Securities
and Exchange Commission as Exhibit 4.6 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995 and
incorporated by reference).
4.10 Junior Subordinated Indenture dated as of December 15, 1996 (the
"Junior Subordinated Indenture") between Registrant and the
First National Bank of Chicago (filed with the Securities and
Exchange Commission as Exhibit 1 to Registrant's Current Report
on Form 8-K dated February 27, 1997 and incorporated by
reference).
4.11 Amended and Restated Trust Agreement dated as of December 15,
1996 relating to State Street Institutional Capital A (filed
with the Securities and Exchange Commission as Exhibit 2 to
Registrant's Current Report on Form 8-K dated February 27, 1997
and incorporated by reference).
4.12 Capital Securities Guarantee Agreement dated as of December 15,
1996 between Registrant and The First National Bank of Chicago
(filed with the Securities and Exchange Commission as Exhibit 3
to Registrant's Current Report on Form 8-K dated February 27,
1997 and incorporated by reference).
4.13 Amended and Restated Trust Agreement, dated March 11, 1997
relating to State Street Institutional Capital B (filed with
the Securities and Exchange Commission as Exhibit 2 to the
Registrant's Current Report on Form 8-K dated March 11, 1997
and incorporated by reference).
4.14 Capital Securities Guarantee Agreement dated March 11,1997
between registrant and The First National Bank of Chicago
(filed with the Securities and Exchange Commission as Exhibit 3
to Registrant's Current Report on Form 8-K dated March 11, 1997
and incorporated by reference).
4.15 Instrument of Resignation, Appointment and Acceptance dated as
of June 26, 1997 among the Registrant, Fleet National Bank
(resigning trustee) and First Trust National Association (now
known as U.S. Bank Trust National Association) (successor
trustee).
4.16 Form of Indenture to be entered into by Registrant and the U.S.
Bank Trust National Association in connection with the issuance
of the Subordinated Debt Securities.
4.17 Certificate of Trust of State Street Capital Trust I, as filed
with the Delaware Secretary of State on March 25, 1998.
4.18 Certificate of Trust of State Street Capital Trust II, as filed
with the Delaware Secretary of State on March 25, 1998 .
4.19 Certificate of Trust of State Street Capital Trust III, as filed
with the Delaware Secretary of State on March 25, 1998.
4.20 Declaration of Trust of State Street Capital Trust I among State
Street Corporation, as Depositor, The First National Bank of
Chicago, as Property Trustee, First Chicago Delaware Inc., as
Delaware Trustee, and the Administrative Trustees named
therein.
4.21 Declaration of Trust of State Street Capital Trust II among
State Street Corporation, as Depositor, The First National Bank
of Chicago, as Property Trustee, First Chicago Delaware Inc.,
as Delaware Trustee, and the Administrative Trustees named
therein.
4.22 Declaration of Trust of State Street Capital Trust III among
State Street Corporation, as Depositor, The First National Bank
of Chicago, as Property Trustee, First Chicagoto Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 and incorporated by reference).
4.10 Junior Subordinated Indenture dated as of December 15, 1996
(the "Junior Subordinated Indenture") between Registrant and
Bank One Trust Company, N.A. (as successor in interest to The
First National Bank of Chicago) (filed with the Securities and
Exchange Commission as Exhibit 1 to Registrant's Current
Report on Form 8-K dated February 27, 1997 and incorporated by
reference).
4.11 Amended and Restated Trust Agreement dated as of December 15,
1996 relating to State Street Institutional Capital A (filed
with the Securities and Exchange Commission as Exhibit 2 to
Registrant's Current Report on Form 8-K dated February 27,
1997 and incorporated by reference).
4.12 Capital Securities Guarantee Agreement dated as of December
15, 1996 between Registrant and Bank One Trust Company, N.A.
(as successor in interest to The First National Bank of
Chicago) (filed with the Securities and Exchange Commission as
Exhibit 3 to Registrant's Current Report on Form 8-K dated
February 27, 1997 and incorporated by reference).
4.13 Amended and Restated Trust Agreement, dated March 11, 1997
relating to State Street Institutional Capital B (filed with
the Securities and Exchange Commission as Exhibit 2 to
Registrant's Current Report on Form 8-K dated March 11, 1997
and incorporated by reference).
4.14 Capital Securities Guarantee Agreement dated March 11, 1997
between registrant and Bank One Trust Company, N.A. (as
successor in interest to The First National Bank of Chicago)
(filed with the Securities and Exchange Commission as Exhibit
3 to Registrant's Current Report on Form 8-K dated March 11,
1997 and incorporated by reference).
4.15 Instrument of Resignation, Appointment and Acceptance dated as
of June 26, 1997 among the Registrant, Fleet National Bank
(resigning trustee) and First Trust National Association (now
known as U.S. Bank Trust National Association) (successor
trustee) (filed with the Securities and Exchange Commission as
Exhibit 4.15 to Registrant's Registration Statement on Form
S-3 filed on April 1, 1998, Commission File No. 333-49143 and
incorporated by reference).
4.16 Form of Indenture to be entered into by Registrant and the
U.S. Bank Trust National Association in connection with the
issuance of the Subordinated Debt Securities (filed with the
Securities and Exchange Commission as Exhibit 4.16 to
Registrant's Registration Statement on Form S-3 filed on April
1, 1998, Commission File No. 333-49143 and incorporated by
reference).
4.17 Certificate of Trust of State Street Capital Trust II, as
filed with the Delaware Secretary of State on March 25, 1998
(filed with the Securities and Exchange Commission as Exhibit
4.18 to Registrant's Registration Statement on Form S-3 filed
on April 1, 1998, Commission File No. 333-49143 and
incorporated by reference).
4.18 Certificate of Trust of State Street Capital Trust III, as
filed with the Delaware Secretary of State on March 25, 1998
(filed with the Securities and Exchange Commission as Exhibit
4.19 to Registrant's Registration Statement on Form S-3 filed
on April 1, 1998, Commission File No. 333-49143 and
incorporated by reference).
4.19 Certificate of Trust of State Street Capital Trust IV, as
filed with the Delaware Secretary of State on March 31, 2000.
4.20 Declaration of Trust of State Street Capital Trust II among
State Street Corporation, as Depositor, Bank One Trust
Company, N.A. (as successor in interest to The First National
Bank of Chicago), as Property Trustee, Bank One Delaware,
Inc., as Delaware Trustee, and the Administrative Trustees
named therein (filed with the Securities and Exchange
Commission as Exhibit 4.21 to Registrant's Registration
Statement on Form S-3 filed on April 1, 1998, Commission File
No. 333-49143 and incorporated by reference).
4.21 Declaration of Trust of State Street Capital Trust III among
State Street Corporation, as Depositor, Bank One Trust
Company, N.A. (as successor in interest to The First National
Bank of Chicago), as Property Trustee, Bank One Delaware,
Inc., as Delaware Trustee, and the Administrative Trustees
named therein (filed with the Securities and Exchange
Commission as Exhibit 4.22 to Registrant's Registration
Statement on Form S-3 filed on April 1, 1998, Commission File
No. 333-49143 and incorporated by reference).
-48-
4.22 Declaration of Trust of State Street Capital Trust IV among
State Street Corporation, as Depositor, Bank One Trust
Company, N.A., as Property Trustee, Bank One Delaware, Inc.,
as Delaware Trustee, and the Administrative Trustees named
therein.
534.23 Form of Amended and Restated Trust Agreement for each of State
Street Capital Trust II, State Street Capital Trust III and
State Street Capital Trust IV among State Street Corporation,
as Depositor, Bank One Trust Company, N.A. (where applicable,
as successor in interest to The First National Bank of
Chicago), as Property Trustee, Bank One Delaware, Inc., as
Delaware Trustee, and the Administrative Trustees named
therein.
4.24 Form of Capital Security Certificate for each of State Street
Capital Trust II, State Street Capital Trust III and State
Street Capital Trust IV (included as Exhibit D to Exhibit
4.23).
4.25 Form of Guarantee Agreement for each of State Street Capital
Trust II, State Street Capital Trust III and State Street
Capital Trust IV between State Street Corporation, as
guarantor, and Bank One Trust Company, N.A. (where applicable,
as successor in interest to The First National Bank of
Chicago), as trustee.
5.1 Opinion of counsel to State Street Corporation as to the
validity of the Junior Subordinated Debentures, the Guarantees
to be issued by the Corporation, the Preferred Stock and
Common Stock.
5.2 Opinion of counsel to State Street Corporation as to the
validity of the Warrants to purchase the Debt Securities,
Preferred Stock and Common Stock (to be filed by amendment).
5.3 Opinion of special Delaware counsel to State Street
Corporation and State Street Capital Trust II as to the
validity of the Capital Securities to be issued by State
Street Capital Trust II.
5.4 Opinion of special Delaware counsel to State Street
Corporation and State Street Capital Trust III as to the
validity of the Capital Securities to be issued by State
Street Capital Trust III.
5.5 Opinion of special Delaware counsel to State Street
Corporation and State Street Capital Trust IV as to the
validity of the Capital Securities to be issued by State
Street Capital Trust IV.
12.1 Computation of ratio of earnings to fixed charges
(incorporated by reference to Exhibit 12.1 to the Annual
Report on Form 10-K for the year ended December 31, 1999 of
State Street Corporation).
15.1 Letter of Ernst & Young LLP dated April 3, 2000.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ropes & Gray (included in Exhibit 5.1).
23.3 Consent of Richards, Layton & Finger P.A (included in Exhibits
5.3, 5.4 and 5.5).
24.1 Powers of Attorney (included in the signature pages to this
Registration Statement).
25.1 Form T-1 Statement of Eligibility of U.S. Bank Trust National
Association to act as trustee under the Senior Indenture (to
be filed by amendment).
25.2 Form T-1 Statement of Eligibility of Bank One Trust Company,
N.A. (as successor in interest to The First National Bank of
Chicago) to act as trustee under the Indenture and Guarantee
Agreements.
25.3 Form T-1 Statement of Eligibility of Bank One Trust Company,
N.A. (as successor in interest to The First National Bank of
Chicago) to act as trustee under the Amended and Restated
Trust Agreement of State Street Capital Trust II.
-49-
EXHIBIT NO. DESCRIPTION
----------- -----------
4.23 Form of Amended and Restated Trust Agreement for each of State
Street Capital Trust I, State Street Capital Trust II and State
Street Capital Trust III among State Street Corporation, as
Depositor, The First National Bank of Chicago, as Property
Trustee, First Chicago Delaware, as Delaware Trustee, and the
Administrative Trustees named therein.
4.24 Form of Capital Security Certificate for each of State Street
Capital Trust I, State Street Capital Trust II and State Street
Capital Trust III (included as Exhibit D to Exhibit 4.23).
4.25 Form of Guarantee Agreement for each of State Street Capital
Trust I, State Street Capital Trust II and State Street Capital
Trust III between State Street Corporation, as guarantor, and
The First National Bank of Chicago, as trustee.
5.1 Opinion of counsel to State Street Corporation as to the
validity of the Junior Subordinated Debentures and the
Guarantees to be issued by the Corporation.
5.2 Opinion of special Delaware counsel to State Street Corporation
and State Street Capital Trust I as to validity of the Capital
Securities to be issued by State Street Capital Trust I.
5.3 Opinion of special Delaware counsel to State Street Corporation
and State Street Capital Trust II as to the validity of the
Capital Securities to be issued by State Street Capital Trust
II.
5.4 Opinion of special Delaware counsel to State Street Corporation
and State Street Capital Trust III as to the validity of the
Capital Securities to be issued by State Street Capital Trust
III.
12.1 Computation of ratio of earnings to fixed charges (incorporated
by reference to Exhibit 12.1 to the Annual Report on Form 10-K
for the year ended December 31, 1997 of State Street
Corporation).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ropes & Gray (included in Exhibit 5.1).
23.3 Consent of Richards, Layton & Finger P.A. (included in Exhibits
5.2, 5.3 and 5.4).
24 Powers of Attorney (included in the signature pages to this
Registration Statement).
25.1 Form T-1 Statement of Eligibility of U.S. Bank Trust National
Association to act as trustee under the Senior Indenture.
25.2 Form T-1 Statement of Eligibity of The First National Bank of
Chicago to act as trustee under the Junior Subordinated
Indeture.
25.3 Form T-1 Statement of Eligibility of The First National Bank of
Chicago25.4 Form T-1 Statement of Eligibility of Bank One Trust Company,
N.A. (as successor in interest to The First National Bank of
Chicago) to act as trustee under the Amended and Restated
Trust Agreement of State Street Capital Trust I.
25.4 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Amended and Restated Trust
Agreement of State Street Capital Trust II.
25.5 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Amended and Restated Trust
Agreement of State Street Capital Trust III.
25.6 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Guarantee for the benefit
of the holders of Preferred Securities of State Street Capital
Trust I.
25.7 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Guarantee for the benefit
of the holders of Preferred Securities of State Street Capital
Trust II.
25.8 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Guarantee for the benefit
of the holders of Preferred Securities of State Street Capital Trust III.
54
25.5 Form T-1 Statement of Eligibility of Bank One Trust Company,
N.A. (as successor in interest to The First National Bank of
Chicago) to act as trustee under the Amended and Restated
Trust Agreement of State Street Capital Trust IV.
ITEM 17. UNDERTAKINGSUndertakings
Each of the undersigned Registrants hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended,amended:
o each filing of a Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein,herein; and
o the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
each Registrant pursuant to the provisions described under Item 15 above, or
otherwise, each Registrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by each Registrant of expenses incurred
or paid by a director, officer or controlling person of each Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, each Registrant will, unless in the opinion of its counsel the
matter has been settled by the controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Each of the undersigned Registrants hereby also undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereto) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs
(1)(i) and 1(ii) do not apply if the information required to
be included in a post-effectivepost- effective amendment by those paragraphs
is contained in periodic reports filed by a Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) To file an application forprovide to the purpose of determiningunderwriter at the eligibility
ofclosing specified in the
trustee to act under subsection (a) of Section 310 of the Trust
Indenture Actunderwriting agreement certificates in accordance with the rulessuch denominations and
regulations prescribedregistered in such names as required by the Commission under Section 305(b)(2) of the Act.
55
underwriter to permit
prompt delivery to each purchaser.
(5) That, for the purposes of determining any liability under the
Securities Act of 1933:
(i) The information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A
and contained in the form of prospectus filed by the
Registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared
effective.
(ii) Each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
56-51-
SIGNATURES AND POWER OF ATTORNEY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OFPursuant to the requirements of the Securities Act of 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORMas amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF BOSTON, COMMONWEALTH OF
MASSACHUSETTS, ON THE 31ST DAY OF MARCH, 1998.
State Street Corporationand has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the
16th day of March, 2000.
STATE STREET CORPORATION
By:
/s/ Rex S. Schuette
By: _________________________________
REX S. SCHUETTE SENIOR VICE
PRESIDENT AND CHIEF ACCOUNTING
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OFFrederick Baughman
-------------------------------------------------
Frederick Baughman
Corporate Controller and Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
In addition, the undersigned officers and directors of State Street
Corporation, hereby severally constitute and appoint Ronald L. O'Kelley,
Rex
S. Schuette,Frederick Baughman, and Maureen ScannellS. Bateman, and each of them singly, their true
and lawful attorneys with full power to them, and each of them singly, to sign
for us and in our names in the capacities indicated below, any and all
amendments (including post-effective amendments and any registration statements
relating to the same offering effective upon filing pursuant to Rule 462(b)) or
supplements to the Registration Statement on Form S-3 of State Street
Corporation, and generally to do all such things in our name and on our behalf
in our capacities indicated below to enable State Street Corporation to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be required by our said attorneys or any
of them, to any and all said amendments.
Signature Title Date
- --------- ----- ----
SIGNATURE TITLE
DATE
/s/ Marshall N. Carter Chairman and Chief Executive March 31, 199816, 2000
- ------------------------------------------------------------------------------ Officer (Principal Executive Officer----------------
MARSHALL N. CARTER (Principal
Executive Officer)
/s/ Ronald L. O'Kelley Executive Vice President, March 31, 199816, 2000
- ------------------------------------- President,---------------------------------------- Chief Financial Officer and ----------------
RONALD L. O'KELLEY Financial Officer
and Treasurer (Principal Financial
Officer)
/s/ Rex S. Schuette Senior ViceFrederick Baughman Corporate Controller March 31, 199816, 2000
- ------------------------------------- President and Chief
REX S. SCHUETTE-------------------------------------- (Principal Accounting Officer
(Principal
Accounting Officer)
57
SIGNATURE TITLE
DATEOfficer) ----------------
FREDERICK BAUGHMAN
/s/ Tenley E. Albright Director March 19, 199816, 2000
- -------------------------------------
TENLEY E. ALBRIGHT
Director----------------------------------------- ----------------
TENLEY E. ALBRIGHT
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Signature Title Date
- -------------------------------------
JOSEPH A BAUTE--------- ----- ----
/s/ I. MacAllisterMacallister Booth Director March 19, 199816, 2000
- --------------------------------------------------------------------------------- ----------------
I. MACALLISTER BOOTH
/s/ James I. Cash Director
March 19, 1998
- --------------------------------------------------------------------------------- ----------------
JAMES I. CASH
/s/ Truman S. Casner Director March 16, 2000
- --------------------------------------------------------------------------------- ----------------
TRUMAN S. CASNER
Director
- --------------------------------------------------------------------------------- ----------------
NADER F. DAREHSHORI
/s/ Arthur L. Goldstein Director March 19, 199816, 2000
- --------------------------------------------------------------------------------- ----------------
ARTHUR L. GOLDSTEIN
/s/ David P. Gruber Director
March 19, 1998
- --------------------------------------------------------------------------------- ----------------
DAVID P. GRUBER
/s/ Charles F. Kaye Director March 19, 1998
- -------------------------------------
CHARLES F. KAYE
/s/ John M. Kucharski Director March 19, 199816, 2000
- --------------------------------------------------------------------------------- ----------------
JOHN M. KUCHARSKI
58
SIGNATURE TITLE
DATE
/s/ Charles R. LaMantiaLamantia Director March 19, 199816, 2000
- --------------------------------------------------------------------------------- ----------------
CHARLES R. LAMANTIA
/s/ David B. Perini Director March 19, 199816, 2000
- --------------------------------------------------------------------------------- ----------------
DAVID B. PERINI
/s/ Dennis J. Picard Director
March 19, 1998
- --------------------------------------------------------------------------------- ----------------
DENNIS J. PICARD
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Signature Title Date
- --------- ----- ----
/s/ Alfred Poe Director March 19, 199816, 2000
- --------------------------------------------------------------------------------- ----------------
ALFRED POE
/s/ Bernard W. Reznicek Director March 19, 199816, 2000
- --------------------------------------------------------------------------------- ----------------
BERNARD W. REZNICEK
/s/ David A. Spina Director March 19, 199816, 2000
- --------------------------------------------------------------------------------- ----------------
DAVID A. SPINA
/s/ Diana Chapman Walsh Director March 16, 2000
- -------------------------------------
DIANE-------------------------------------------- ----------------
DIANA CHAPMAN WALSH
/s/ Robert E. Weissman Director March 16, 2000
- --------------------------------------------------------------------------------- ----------------
ROBERT E. WEISSMAN
59-54-
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OFPursuant to the requirements of the Securities Act of 1933, STATE STREET
CAPITAL TRUST I CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK, AND THE STATE OF NEW YORK
ON THE 27TH DAY OF MARCH, 1998.
State Street Capital Trust I
/s/ James E. Murphy
By: _________________________________
Administrative Trustee
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, STATE STREET
CAPITAL TRUST II CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK, AND THE STATE OF NEW YORK
ON THE 27TH DAY OF MARCH, 1998. State Street
Capital Trust II certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, and the State of New York on the 31st
day of March, 2000.
State Street Capital Trust II
By:
/s/ James E. Murphy
By: _________________________________-------------------------------
Administrative Trustee
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OFPursuant to the requirements of the Securities Act of 1933, STATE STREET
CAPITAL TRUST III CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK, AND THE STATE OF NEW YORK
ON THE 27TH DAY OF MARCH, 1998. State Street
Capital Trust III certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, and the State of New York on the 31st
day of March, 2000.
State Street Capital Trust III
By:
/s/ James E. Murphy
By: _________________________________-------------------------------
Administrative Trustee
60Pursuant to the requirements of the Securities Act of 1933, State Street
Capital Trust IV certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, and the State of New York on the 31st
day of March, 2000.
State Street Capital Trust IV
By:
/s/ James E. Murphy
-------------------------------
Administrative Trustee
-55-
Exhibit Index
Exhibit No. Description
4.1 Restated Articles of Organization (filed with the Securities
and Exchange Commission as Exhibit 3.1 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997 and
incorporated by reference (File No. 0-5108)).
4.2 By-laws as amended (filed with the Securities and Exchange
Commission as Exhibit 3.2 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991 and
incorporated by reference).
4.3 Certificate of Designation, Preference and Rights (filed with
the Securities and Exchange Commission as Exhibit 3.1 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated by reference).
4.4 The description of Registrant's Common Stock included in the
Registrant's effective registration statement report on Form
10, as filed with the Securities and Exchange Commission on
September 3, 1970 and amended on May 12, 1971 and incorporated
by reference.
4.5 Rights Agreement dated as of September 15, 1988 between
Registrant and The First National Bank of Boston, as Rights
Agent (filed with the Securities and Exchange Commission as
Exhibit 4 to Registrant's Current Report on Form 8-K dated
September 30, 1988 and incorporated by reference).
4.6 Amendment to Rights Agreement dated as of September 20, 1990
between Registrant and The First National Bank of Boston,
Rights Agent (filed with the Securities and Exchange
Commission as Exhibit 4 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1990 and
incorporated by reference).
4.7 Indenture dated as of May 1, 1983 between Registrant and
Morgan Guaranty Trust Company of New York, Trustee, relating
to Registrant 7 3/4% Convertible Subordinated Debentures due
2008 (filed with the Securities and Exchange Commission as
Exhibit 4 to Registrant's Registration Statement on Form S-3
filed on April 22, 1983, Commission File No. 2-83251 and
incorporated by reference).
4.8 Indenture dated as of August 2, 1993 (the "Senior Indenture")
between Registrant and The First National Bank of Boston, as
trustee relating to Registrant's long-term notes (filed with
the Securities and Exchange Commission as Exhibit 4 to
Registrant's Current Report on Form 8-K dated October 8, 1993
and incorporated by reference).
4.9 Instrument of Resignation, appointment, and acceptance, dated
as of February 14, 1996 between Registrant, The First National
Bank of Boston (resigning trustee) and Fleet National Bank of
Massachusetts (successor trustee) (filed with the Securities
and Exchange Commission as Exhibit 4.6 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995 and
incorporated by reference).
4.10 Junior Subordinated Indenture dated as of December 15, 1996
(the "Junior Subordinated Indenture") between Registrant and
Bank One Trust Company, N.A. (as successor in interest to The
First National Bank of Chicago) (filed with the Securities and
Exchange Commission as Exhibit 1 to Registrant's Current
Report on Form 8-K dated February 27, 1997 and incorporated by
reference).
4.11 Amended and Restated Trust Agreement dated as of December 15,
1996 relating to State Street Institutional Capital A (filed
with the Securities and Exchange Commission as Exhibit 2 to
Registrant's Current Report on Form 8-K dated February 27,
1997 and incorporated by reference).
4.12 Capital Securities Guarantee Agreement dated as of December
15, 1996 between Registrant and Bank One Trust Company, N.A.
(as successor in interest to The First National Bank of
-56-
Chicago) (filed with the Securities and Exchange Commission as
Exhibit 3 to Registrant's Current Report on Form 8-K dated
February 27, 1997 and incorporated by reference).
4.13 Amended and Restated Trust Agreement, dated March 11, 1997
relating to State Street Institutional Capital B (filed with
the Securities and Exchange Commission as Exhibit 2 to
Registrant's Current Report on Form 8-K dated March 11, 1997
and incorporated by reference).
4.14 Capital Securities Guarantee Agreement dated March 11, 1997
between registrant and Bank One Trust Company, N.A. (as
successor in interest to The First National Bank of Chicago)
(filed with the Securities and Exchange Commission as Exhibit
3 to Registrant's Current Report on Form 8-K dated March 11,
1997 and incorporated by reference).
4.15 Instrument of Resignation, Appointment and Acceptance dated as
of June 26, 1997 among the Registrant, Fleet National Bank
(resigning trustee) and First Trust National Association (now
known as U.S. Bank Trust National Association) (successor
trustee) (filed with the Securities and Exchange Commission as
Exhibit 4.15 to Registrant's Registration Statement on Form
S-3 filed on April 1, 1998, Commission File No. 333-49143 and
incorporated by reference).
4.16 Form of Indenture to be entered into by Registrant and the
U.S. Bank Trust National Association in connection with the
issuance of the Subordinated Debt Securities (filed with the
Securities and Exchange Commission as Exhibit 4.16 to
Registrant's Registration Statement on Form S-3 filed on April
1, 1998, Commission File No. 333-49143 and incorporated by
reference).
4.17 Certificate of Trust of State Street Capital Trust II, as
filed with the Delaware Secretary of State on March 25, 1998
(filed with the Securities and Exchange Commission as Exhibit
4.18 to Registrant's Registration Statement on Form S-3 filed
on April 1, 1998, Commission File No. 333-49143 and
incorporated by reference).
4.18 Certificate of Trust of State Street Capital Trust III, as
filed with the Delaware Secretary of State on March 25, 1998
(filed with the Securities and Exchange Commission as Exhibit
4.19 to Registrant's Registration Statement on Form S-3 filed
on April 1, 1998, Commission File No. 333-49143 and
incorporated by reference).
4.19 Certificate of Trust of State Street Capital Trust IV, as
filed with the Delaware Secretary of State on March 31, 2000.
4.20 Declaration of Trust of State Street Capital Trust II among
State Street Corporation, as Depositor, Bank One Trust
Company, N.A. (as successor in interest to The First National
Bank of Chicago), as Property Trustee, Bank One Delaware,
Inc., as Delaware Trustee, and the Administrative Trustees
named therein (filed with the Securities and Exchange
Commission as Exhibit 4.21 to Registrant's Registration
Statement on Form S-3 filed on April 1, 1998, Commission File
No. 333-49143 and incorporated by reference).
4.21 Declaration of Trust of State Street Capital Trust III among
State Street Corporation, as Depositor, Bank One Trust
Company, N.A. (as successor in interest to The First National
Bank of Chicago), as Property Trustee, Bank One Delaware,
Inc., as Delaware Trustee, and the Administrative Trustees
named therein (filed with the Securities and Exchange
Commission as Exhibit 4.22 to Registrant's Registration
Statement on Form S-3 filed on April 1, 1998, Commission File
No. 333-49143 and incorporated by reference).
4.22 Declaration of Trust of State Street Capital Trust IV among
State Street Corporation, as Depositor, Bank One Trust
Company, N.A., as Property Trustee, Bank One Delaware, Inc.,
as Delaware Trustee, and the Administrative Trustees named
therein.
4.23 Form of Amended and Restated Trust Agreement for each of State
Street Capital Trust II, State Street Capital Trust III and
State Street Capital Trust IV among State Street Corporation,
as Depositor, Bank One Trust Company, N.A. (where applicable,
as successor in interest to The First National Bank of
Chicago), as Property Trustee, Bank One Delaware, Inc., as
Delaware Trustee, and the Administrative Trustees named
therein.
4.24 Form of Capital Security Certificate for each of State Street
Capital Trust II, State Street Capital Trust III and State
Street Capital Trust IV (included as Exhibit D to Exhibit
4.23).
-57-
4.25 Form of Guarantee Agreement for each of State Street Capital
Trust II, State Street Capital Trust III and State Street
Capital Trust IV between State Street Corporation, as
guarantor, and Bank One Trust Company, N.A. (where applicable,
as successor in interest to The First National Bank of
Chicago), as trustee.
5.1 Opinion of counsel to State Street Corporation as to the
validity of the Junior Subordinated Debentures, the Guarantees
to be issued by the Corporation, the Preferred Stock and
Common Stock.
5.2 Opinion of counsel to State Street Corporation as to the
validity of the Warrants to purchase the Debt Securities,
Preferred Stock and Common Stock (to be filed by amendment).
5.3 Opinion of special Delaware counsel to State Street
Corporation and State Street Capital Trust II as to the
validity of the Capital Securities to be issued by State
Street Capital Trust II.
5.4 Opinion of special Delaware counsel to State Street
Corporation and State Street Capital Trust III as to the
validity of the Capital Securities to be issued by State
Street Capital Trust III.
5.5 Opinion of special Delaware counsel to State Street
Corporation and State Street Capital Trust IV as to the
validity of the Capital Securities to be issued by State
Street Capital Trust IV.
12.1 Computation of ratio of earnings to fixed charges
(incorporated by reference to Exhibit 12.1 to the Annual
Report on Form 10-K for the year ended December 31, 1999 of
State Street Corporation).
15.1 Letter of Ernst & Young LLP dated April 3, 2000.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ropes & Gray (included in Exhibit 5.1).
23.3 Consent of Richards, Layton & Finger P.A (included in Exhibits
5.3, 5.4 and 5.5).
24.1 Powers of Attorney (included in the signature pages to this
Registration Statement).
25.1 Form T-1 Statement of Eligibility of U.S. Bank Trust National
Association to act as trustee under the Senior Indenture (to
be filed by amendment).
25.2 Form T-1 Statement of Eligibility of Bank One Trust Company,
N.A. (as successor in interest to The First National Bank of
Chicago) to act as trustee under the Indenture and Guarantee
Agreements.
25.3 Form T-1 Statement of Eligibility of Bank One Trust Company,
N.A. (as successor in interest to The First National Bank of
Chicago) to act as trustee under the Amended and Restated
Trust Agreement of State Street Capital Trust II.
25.4 Form T-1 Statement of Eligibility of Bank One Trust Company,
N.A. (as successor in interest to The First National Bank of
Chicago) to act as trustee under the Amended and Restated
Trust Agreement of State Street Capital Trust III.
25.5 Form T-1 Statement of Eligibility of Bank One Trust Company,
N.A. (as successor in interest to The First National Bank of
Chicago) to act as trustee under the Amended and Restated
Trust Agreement of State Street Capital Trust IV.
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