UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 18, 1998
Date of Report (Date of Earliest Event Reported)
STATE STREET CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Massachusetts
(State or Other Jurisdiction Incorporation)
0-5108 04-2456637
(Commission File Number) (IRS Employer Identification No.)
225 Franklin Street
Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)
(617) 786-3000
(Registrant's Telephone Number, including Area Code)
ITEM 5. OTHER EVENTS.
On June 18, 1998, the Registrant entered into an amendment
to the Rights Agreement (the "Amendment") with BankBoston, N.A.,
as Rights Agent, amending the Rights Agreement, dated as of
September 15, 1988, as amended on September 20, 1990, between the
Registrant and the Rights Agent(the "Rights Agreement").
Pursuant to the Amendment, the Registrant has restated the Rights
Agreement as the Amended and Restated Rights Agreement, filed as
Exhibit 99.1 hereto, to reflect all amendments to the Rights
Agreement. The following is a description of the Amended and
Restated Rights Agreement:
On September 15, 1988, the Board of Directors of State
Street Corporation (the "Company") declared a dividend of one
preferred share purchase right (a "Right") for each outstanding
share of common stock, $1 par value (the "Common Shares"), of the
Company. The dividend is payable on October 7, 1988 (the "Record
Date") to the stockholders of record on that date. As adjusted
for two 2-for-1 stock splits since September 15, 1988, each
Right, as of June 18, 1998, entitles the registered holder to
purchase from the Company one four-hundredth of a share of Series
A Junior Participating Preferred Stock, without par value (the
"Preferred Shares"), of the Company at a price of $1060 per one
one-hundredth of a Preferred Share (the"Purchase Price") (which
equates to $265 per one four-hundredth of a Preferred Share),
subject to further adjustment in accordance with the terms of the
Amended and Restated Rights Agreement. The description and terms
of the Rights are set forth in an Amended and Restated Rights
Agreement (the "Amended and Restated Rights Agreement") between
the Company and BankBoston, N.A., as Rights Agent.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership
of 10% or more of the outstanding Common Shares or (ii) 10
business days (or such later date as may be determined by action
of the Board of Directors prior to such time as any Person
becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange
offer the consummation of which would result in the beneficial
ownership by a person or group of 10% or more of such outstanding
Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding as of the
Record Date, by such Common Share certificate with a copy of this
Summary of Rights attached thereto.
The Amended and Restated Rights Agreement provides that,
until the Distribution Date, the Rights will be transferred with
and only with the Common Shares. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating
the Amended and Restated Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date even without such
notation or a copy of this Summary of Rights being attached
thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution
date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
1
The Rights are not exercisable until the Distribution date.
The Rights will expire on September 15, 2008 (the "Final
Expiration Date"), unless the Final Expiration Date is extended
or unless the Rights are earlier redeemed by the Company, in each
case as described below.
The Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred shares of
certain rights or warrants to subscribe for or purchase Preferred
shares at a price, or securities convertible into Preferred
Shares with a conversion price, less than the then current market
price of the Preferred shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred
shares) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of
each Right are also subject to adjustment in the event of a stock
split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations
or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights
will not be redeemable. Each Preferred Share would be, as of June
18, 1998, entitled to a minimum preferential quarterly dividend
payment of $1 per share but would be entitled to an aggregate
dividend of 400 times the dividend declared per Common Share,
subject to further adjustment in accordance with the terms of the
Amended and Restated Rights Agreement. In the event of
liquidation, the holders of the Preferred Shares would be
entitled to a minimum preferential liquidation payment of $100
per share but will be entitled to an aggregate payment of 400
times the payment made per Common Share. Each preferred Share
would have 400 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred
Share would be entitled to receive 400 times the amount received
per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one
four-hundredth interest in a Preferred Share purchasable upon
exercise of each Right, based upon the adjustments that have been
effected to date, should approximate the value of one Common
Share.
In the event that the Company is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power is sold, proper provision
will be made so that each holder of a Right will thereafter have
the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of
common stock of the acquiring company that at the time of such
transaction will have a market value of two times the exercise
price of the Right. In the event that any person becomes an
Acquiring Person, proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common
Shares having a market value of two times the exercise price of
the Right. In the event that there are insufficient
2
Common Shares issued but not outstanding or authorized but
unissued to permit the exercise in full of the Rights as
described in the immediately preceding sentence, and if the
Company is unable to authorize such additional Common Shares as
is necessary to permit such exercise following good faith effort
to so act, the Company will substitute a number of Preferred
Shares (or fraction thereof) such that the current per share
market price of one Preferred Share multiplied by such number is
equal to the current per share market price of one Common Share
as of the date of issuance of such Preferred Shares.
At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10%
or more of the outstanding Common Shares and prior to the
acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person
or group that have become void), in whole or in part, at an
exchange ratio of one Common Share, or one one-hundredth of a
Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment). In the event
that there are insufficient Common Shares issued but not
outstanding or authorized but unissued to permit any exchange of
Rights as described in the immediately preceding sentence, and if
the Company is unable to authorize such additional Common Shares
as is necessary for such exchange following good faith effort to
so act, the Company will substitute for each Common Share that
would otherwise be issuable that number of Preferred Shares (or
fraction thereof) such that the current per share market price of
one Preferred Share multiplied by such number is equal to the
current per share market price of one Common Share as of the date
of issuance of such Preferred shares.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Preferred Shares will be issued (other than fractions that are
integral multiples of one one-hundredth of a Preferred Share,
which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on
the last trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10%or
more of the outstanding Common Shares, the Board of Directors of
the Company may redeem the Rights in whole, but not in part, at a
price of $.0025 per Right as adjusted as of June 18, 1998 (the
"Redemption Price"). The Rights may also be redeemed during the
15-day period (which period may be extended in certain
circumstances) following such acquisition by approval of
two-thirds of the Continuing Directors (as defined in the Rights
Agreement). The redemption of the Rights may be made effective
at such time, on such basis and with such conditions as the Board
of Directors or the Continuing Directors, as the case may be, may
establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of
the Rights, except that from and after such time as any person
becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.
3
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by the
Company's Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights
may be redeemed by the Company at the Redemption Price prior to
the time that a person or group has acquired beneficial ownership
of 10% or more of the Common Shares.
The Amended and Restated Rights Agreement is attached hereto
as Exhibit 99.1 and is incorporated herein by reference. The
foregoing description of the Amended and Restated Rights
Agreement is qualified in its entirety by reference to such
Exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
- ------- ---------------------------------
(c) Exhibits.
99.1 Amended and Restated Rights Agreement, dated as of
September 15, 1988, as amended as of September 20,
1990, as amended and restated as of June 18, 1998,
between State Street Corporation and BankBoston,
N.A., as Rights Agent (including the form of
Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock, par
value $1.00 per share, of State Street Corporation as
Exhibit A, the form of Rights Certificate as Exhibit
B and the Summary of Rights to Purchase Preferred
Shares as Exhibit C). Pursuant to the Amended and
Restated Rights Agreement, printed Right Certificates
will not be mailed until as soon as practicable after
the earlier of the tenth day after public
announcement that a person or group has acquired
beneficial ownership of 10% or more of the Common
Shares or the tenth business day (or such later date
as may be determined by action of the Board of
Directors) after a person commences, or announces its
intention to commence, a tender offer or exchange
offer the consummation of which would result in the
beneficial ownership by a person or group of 10% or
more of the Common Shares.
4
SIGNATURE
Pursuant to the requirements of the Securities ExchangeAct
of 1934, the registrant has duly caused this report to be signed
on itsbehalf by the undersigned hereunder duly authorized.
STATE STREET CORPORATION
Dated: July 7, 1998 By: /s/Rex S. Schuette
--------------------------
Rex S. Schuette
Senior Vice President
5
EXHIBIT INDEX
Exhibit Description
- ------- --------------
99.1 Amended and Restated Rights Agreement, dated as of
September 15, 1988, as amended as of September 20,
1990, as amended and restated as of June 18, 1998,
between State Street Corporation and BankBoston,
N.A., as Rights Agent (including the form of
Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock,
par value $1.00 per share, of State Street
Corporation as Exhibit A, the form of Rights
Certificate as Exhibit B and the Summary of Rights
to Purchase Preferred Shares as Exhibit C).
Pursuant to the Amended and Restated Rights
Agreement, printed Right Certificates will not be
mailed until as soon as practicable after the
earlier of the tenth day after public announcement
that a person or group has acquired beneficial
ownership of 10% or more of the Common Shares or
the tenth business day (or such later date as may
be determined by action of the Board of Directors)
after a person commences, or announces its
intention to commence, a tender offer or exchange
offer the consummation of which would result in the
beneficial ownership by a person or group of 10% or
more of the Common Shares.
6