As filed with the Securities and Exchange Commission on May 22, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
STATE STREET BOSTON CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2456637
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No)
225 Franklin Street
Boston, Massachusetts 02110
(617) 786-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
John R. Towers, Esq.
Senior Vice President - Legal
State Street Boston Corporation
225 Franklin Street
Boston, Massachusetts 02110
(617) 786-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Champe A. Fisher, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
(617) 951-7000
Approximate date of commencement of proposed sale to the public: From time to
time or at one time after the effectiveness of the Registration Statement.
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. __XX__
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount of
Title of each class of Amount to offering aggregate registration
securities be price offering fee
to be registered registered per price<F1>
unit<F1>)
Common Stock
($1.00 par value)<F2> 2,986,111 $32.875 $98,168,399 $33,851
<F>
<F1> Pursuant to Rule 457(c) under the Securities Act of 1933, the registration
fee applicable to the Common Stock is calculated upon the basis of the
average high and low sales price of the Common Stock as reported on the
New York Stock Exchange Composite Tape on May 16, 1995.
<F2> Includes preferred stock purchase rights. Prior to the occurrence of
certain events, these rights will not be exercisable or evidenced
separately from the Common Stock.
The Registrant hereby amends this Registration Statement upon 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 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 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 MAY 22, 1995
State Street Boston Corporation
2,986,111 Shares of Common Stock
(par value $1.00 per share)
The Common Stock of State Street Boston Corporation, a Massachusetts
corporation ("State Street"), par value $1.00 per share (the "Common Stock")
offered hereby is held by Kemper Financial Services, Inc. ("Kemper" or
the "Selling Stockholder"), who may from time to time offer for sale shares
of the Common Stock. See "Selling Stockholder." State Street will not receive
any proceeds from the sale by Kemper of the Common Stock.
The Selling Stockholder has advised State Street that it proposes to offer
the Common Stock offered hereby for sale, from time to time, to purchasers
directly, or through brokers in brokerage transactions on the New York Stock
Exchange, or to underwriters or dealers in negotiated transactions or in a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Brokers, dealers and
underwriters that participate in the distribution of the Common Stock offered
hereby may be deemed to be underwriters under the Securities Act of 1933 as
amended, and together with the rules and regulations thereunder (the "Securities
Act"), and any discounts or commissions received by them from the Selling
Stockholder and any profit on the resale of the Common Stock offered hereby by
them may be deemed to be underwriting discounts and commissions under the
Securities Act. The Selling Stockholder may be deemed to be an underwriter under
the Securities Act. The Selling Stockholder will pay all applicable stock
transfer taxes, brokerage commissions, underwriting discounts or commissions and
any fees of Selling Stockholder's counsel, but State Street will bear all other
expenses in connection with the offering made hereunder. State Street has
agreed to indemnify the Selling Stockholder and underwriters of the Selling
Stockholder against certain liabilities, including certain liabilities under the
Securities Act, in connection with the registration and the offering and sale of
the Common Stock offered hereby. See "Plan of Distribution".
The Common Stock is listed on the New York Stock Exchange (the "NYSE")
under the symbol "STT". The last reported sale price of the Common Stock on
the NYSE Composite Tape on May 16, 1995 was $32 7/8 per share.
If necessary, certain information relating to Kemper, the terms of each
sale of Common Stock offered hereby, including the public offering price, the
names of any underwriters or agents, the compensation, if any, of such
underwriters or agents and the other terms in connection with the sale of the
Common Stock, in respect of which this Prospectus is delivered will be set
forth in an accompanying Prospectus Supplement (the "Prospectus Supplement").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is May 22, 1995.
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No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus or any Prospectus
Supplement and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus and any Prospectus
Supplement does not constitute an offer to sell or the solicitation of an offer
to buy any securities other than the securities to which it relates or an offer
to sell or the solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus or any Prospectus Supplement nor any sale made
hereunder or thereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of State Street since the date
hereof or thereof or that the information contained herein or therein is
correct as of any time subsequent to the date of such information.
STATEMENT OF 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 files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549; and at the Commission's regional offices at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The shares of State
Street's Common Stock including the associated preferred share purchase rights
under the Rights Agreement, dated as of September 15, 1988, as amended, are
listed on the NYSE. Reports, proxy statements and other information concerning
State Street can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
State Street has filed with the Commission a Registration Statement under
the Securities Act with respect to the Common Stock to which this Prospectus
relates. This Prospectus does not contain all 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 Common Stock, reference is
made to the Registration Statement, including the exhibits thereto. The
Registration Statement may be inspected by anyone without charge at the
principal office of the Commission in Washington, D.C., and copies of all or
part of it may be obtained from the Commission upon payment of the prescribed
fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by State
Street are incorporated in this Prospectus by reference and made a part hereof:
(1) State Street's Annual Report on Form 10-K for the year ended December
31, 1994, filed with the Commission on March 29, 1995, including
portions of State Street's Annual Report to Stockholders for the year
ended December 31, 1994 (excluding management's discussion and
analysis and the financial statements and schedules thereto), and
definitive proxy statement dated March 14, 1995.
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(2) State Street's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, filed with the Commission on May 15, 1995.
(3) State Street's Current Report on Form 8-K as filed with the
Commission on May 19, 1995 containing restated financial information
for the year ended December 31, 1994 and prior periods and other
restated information to reflect the acquisition of IFTC Holdings,
Inc. in a pooling of interests transaction.
(4) The description of State Street's Preferred Share Purchase Rights
included in State Street's effective Registration Statement on Form
8-A filed with the Commission on September 30, 1988 as amended by
Amendment dated as of September 20, 1990 filed with the Commission
on Form 8 on October 19, 1990.
Each document or report subsequently filed by State Street with the
Commission 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 the offering of the
Common Stock shall be deemed to be incorporated by reference into this
Prospectus and to be a part of this Prospectus from 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 of the Registration
Statement and this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also 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 or all of the foregoing documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Written requests should be directed to:
Secretary, State Street Boston Corporation, 225 Franklin Street, Boston,
Massachusetts 02110. Telephone requests may be directed to State Street at
(617) 786-3000.
STATE STREET BOSTON CORPORATION
State Street Boston Corporation ("State Street") is a bank holding company
organized under the laws of The Commonwealth of Massachusetts. State Street
has three lines of business: financial asset services, investment management
and commercial lending.
State Street was organized in 1970 and conducts its business principally
through its subsidiary, State Street Bank and Trust Company ("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 is the fourth largest provider of trust services in the
United States as ranked on the basis of 1993 fiduciary compensation. State
Street had more than $1.7 trillion of assets under custody, $210 billion of
bonds under trusteeship, and $160 billion of assets under management at year-
end 1994. Ranked on the basis of balance sheet assets as of June 1994, State
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Street Bank is the 23rd largest commercial bank in the United States. State
Street's total assets were $22.5 billion at December 31, 1994, of which $16.7
billion, or 74%, were investment securities and money market assets and $3.2
billion, or 14%, were loans.
Services are provided from offices in the United States, as well as from
offices in Canada, Grand Cayman, Netherland Antilles, the United Kingdom,
France, Belgium, Luxembourg, Denmark, Germany, United Arab Emirates, Hong Kong,
Taiwan, Japan, Australia, and New Zealand. State Street's executive offices
are located at 225 Franklin Street, Boston, Massachusetts 02110 (telephone
(617) 786-3000).
RECENT DEVELOPMENTS
On January 31, 1995, State Street completed its acquisition of Investors
Fiduciary Trust Company ("IFTC"), a trust company based in Kansas City,
Missouri that provides custodial, trust and agency services to mutual funds and
other entities. Pursuant to the terms of an Acquisition Agreement, dated as of
September 27, 1994, by and among State Street, Kemper and DST Systems, Inc.
("DST"), State Street acquired all of the issued and outstanding capital stock
of IFTC Holdings, Inc., the holding company of IFTC, from DST and Kemper. In
exchange, DST and Kemper each received 2,986,111 shares of Common Stock. State
Street accounted for the acquisition of IFTC as a pooling of interests.
Pursuant to a Registration Rights Agreement, dated as of January 31, 1995, (the
"Registration Rights Agreement"), State Street agreed to register one-half of
the total number of shares of Common Stock received by DST and Kemper.
Pursuant to an agreement between Kemper and DST it has been agreed that Kemper
would be entitled to sell the shares of Common Stock to which this Prospectus
relates.
USE OF PROCEEDS
The sale of the Common Stock offered hereby is for the account of Kemper.
Accordingly, State Street will not receive any of the proceeds from the sale by
Kemper of the Common Stock.
DIVIDENDS
As a bank holding company, State Street is a legal entity separate and
distinct from State Street Bank (and its other non-bank subsidiaries). State
Street's principal source of funds is dividends from State Street Bank (and its
other non-bank subsidiaries). The right of State Street to participate as a
stockholder in any distribution of assets of a subsidiary upon its liquidation
or reorganization or otherwise is subject to the prior claims by creditors of
the subsidiary, including obligations for federal funds purchased and
securities sold under repurchase agreements, as well as deposit liabilities.
Payment of dividends by State Street Bank is subject to provisions of the
Massachusetts banking law which provide that dividends may be paid out of net
profits provided (i) capital stock and surplus remain unimpaired, (ii) dividend
and retirement fund requirements of any preferred stock have been met, (iii)
surplus equals or exceeds capital stock, and (iv) there are deducted from net
profits any losses and bad debts, as defined, in excess of reserves
specifically established therefor. Under the Federal Reserve Act, the approval
of the Board of Governors of the Federal Reserve System would be required if
dividends declared by State Street Bank in any year would exceed the total of
its net profits for that year combined with retained net profits for the
preceding two years, less any required transfers to surplus. Under applicable
federal and state law restrictions, at December 31, 1994 State Street Bank
could have declared and paid dividends of $426,554,000 without regulatory
approval. Future dividend payments of State Street Bank and its non-bank
subsidiaries cannot be determined at this time.
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ECONOMIC CONDITIONS AND GOVERNMENT POLICIES
Economic policies of the government and its agencies influence the
operating environment of State Street. Monetary policy conducted by the
Federal Reserve Board directly affects the level of interest rates and overall
credit conditions of the economy. Policy instruments utilized by the Federal
Reserve Board include open market operations in U.S. Government securities,
changes in reserve requirements for depository institutions, and changes in the
discount rate and availability of borrowing from the Federal Reserve.
DESCRIPTION OF CAPITAL STOCK
State Street's authorized capital stock consists of 112,000,000 shares of
Common Stock, $1.00 par value per share, and 3,500,000 shares of Preferred
Stock, no par value. As of March 31, 1995, 82,546,000 shares of Common Stock
were issued and each such share is fully paid and non-assessable. There are no
shares of Preferred Stock outstanding.
Common Stock
Each share of Common Stock is entitled to one vote on all matters voted
upon by the stockholders. Subject to the rights of any Preferred Stock that
might hereafter be issued, holders of Common Stock are entitled to receive
dividends when and if declared by the Board of Directors of State Street from
funds legally available therefor. The principal source of funds for payment of
dividends by State Street is dividends paid by State Street Bank. See
"Dividends." In any liquidation, dissolution or winding up of State Street,
holders of Common Stock are entitled to share ratably in State Street's assets
remaining after payment of creditors subject to the rights of any Preferred
Stock that might hereafter be issued. Holders of Common Stock have no
preemptive or other subscription rights, and there are no conversion,
redemption or sinking fund provisions for the Common Stock. State Street Bank
is the Transfer Agent and Registrar for the Common Stock of State Street.
Preferred Stock
State Street is authorized to issue Preferred Stock in series and to fix
the relative powers, preferences and rights appertaining thereto, including
dividend rates, voting rights, conversion rights, liquidation preferences and
redemption, retirement or sinking fund provisions.
Stockholders Rights Agreement
In 1988, State Street declared a dividend of one preferred share purchase
right for each outstanding share of Common Stock. In 1992, State Street's
Common Stock was split two-for-one in the form of a 100% stock dividend to
stockholders. After giving effect to the split, upon the occurrence of certain
events, a right may be exercised to purchase one two-hundredths share of a
series of participating preferred stock at an exercise price of $75, subject to
adjustment. The rights become exercisable if a party acquires or obtains the
right to acquire 20% or more of State Street's Common Stock or after
commencement or public announcement of an offer for 20% 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.
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The rights expire in 1998 and may be redeemed at a price of $.005 per
right at any time prior to expiration or the acquisition of 20% of State
Street's Common Stock. Also, under certain circumstances, the rights may be
redeemed after they become exercisable and may be subject to automatic
redemption.
SELLING STOCKHOLDER
The Common Stock offered by this Prospectus was initially issued to
Kemper, the Selling Stockholder, pursuant to the Acquisition Agreement. See
"Recent Developments." Kemper, incorporated in Delaware, is a registered
investment adviser. Kemper is a wholly-owned subsidiary of Kemper Financial
Companies, Inc., an approximately 97% owned subsidiary of Kemper Corporation, a
diversified financial services company whose stock is traded on the NYSE.
Kemper Corporation has announced that it has entered into a definitive
agreement pursuant to which it will be acquired in a merger transaction by an
investment group comprised of Zurich Insurance Group and Insurance Partners. In
connection with the merger, Zurich Insurance Group will acquire Kemper. Kemper
has not held any position, office or other material relationship with State
Street or any of its predecessors or affiliates within the past three years
except as a result of the Acquisition Agreement. Immediately following the
closing under the Acquisition Agreement, Kemper beneficially owned 2,986,111
shares of Common Stock. Kemper may, but is not required to, offer pursuant to
this Prospectus an amount up to all of the Common Stock held by it. As a
result, and because the offering may or may not be an underwritten offering on
a firm commitment basis, no estimate can be given as of the date hereof as to
the amount of Common Stock to be offered for sale by Kemper or as to the amount
of Common Stock that will be held by Kemper upon termination of such offering.
See "Plan of Distribution."
PLAN OF DISTRIBUTION
The Selling Stockholder has advised State Street that it proposes to offer
the Common Stock offered hereby for sale, from time to time, to purchasers
directly, or through brokers in brokerage transactions on the NYSE, or to
underwriters or dealers in negotiated transactions or in a combination of such
methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices.
Brokers, dealers and underwriters that participate in the distribution of
the Common Stock offered hereby may be deemed to be underwriters under the
Securities Act, and any discounts or commissions received by them from the
Selling Stockholder and any profit on the resale of the Common Stock offered
hereby may be deemed to be underwriting discounts and commissions under the
Securities Act. The Selling Stockholder may be deemed to be an underwriter
under the Securities Act. Those who act as underwriter, broker, dealer or
agent in connection with the sale of the Common Stock offered hereby will be
selected by Kemper and may have other business relationships with State Street
and its subsidiaries or affiliates in the ordinary course of business.
At any time a particular offer of Common Stock offered hereby is made by
Kemper, if required, a Prospectus Supplement will be distributed which will set
forth the aggregate amounts of Common Stock being offered and the terms of the
offering, including the name or names of any underwriters, dealers or agents,
any discounts, commissions and other items constituting compensation from
Kemper and any discounts, commissions or concessions allowed or reallowed or
paid to dealers. Such Prospectus Supplement and, if necessary, a post-
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effective amendment to the Registration Statement of which this Prospectus is a
part will be filed with the Commission to reflect the disclosure of additional
information with respect to the distribution of the Common Stock offered
hereby.
The Registration Rights Agreement provides that State Street indemnify
Kemper against certain liabilities, including liabilities under the Securities
Act. The Registration Rights Agreement also provides for the indemnification
of State Street by Kemper for certain liabilities, including liabilities under
the Securities Act. In addition, under the Registration Rights Agreement,
State Street's obligation to indemnify extends to those who participate in the
distribution of the Common Stock offered hereby as underwriters for Kemper.
Also pursuant to the Registration Rights Agreement, the Selling Stockholder
will pay all applicable stock transfer taxes, brokerage commissions,
underwriting discounts or commissions and any fees of Selling Stockholder s
counsel but State Street has agreed to pay substantially all fees and expenses
incident to the preparation, filing, amending and supplementing of the
Registration Statement of which this Prospectus is a part and any registration
statements or qualifying documents filed under any state Blue Sky or securities
laws.
VALIDITY OF THE COMMON STOCK
The validity of the Common Stock offered hereby has been passed upon by
Ropes & Gray, Boston, Massachusetts. Truman S. Casner, a director of State
Street, is a partner of Ropes & Gray. Mr. Casner owns beneficially a total of
5,716 shares of Common Stock. In addition, a total of 600 shares of Common
Stock of State Street were owned beneficially by Ropes & Gray attorneys
participating in the preparation of the Registration Statement of which this
Prospectus is a part.
EXPERTS
The consolidated financial statements of State Street and its subsidiaries
appearing in State Street's Current Report on Form 8-K filed on May 19, 1995,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon 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 period ended March 31, 1995, 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's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995,
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
in light of 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 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 Securities Act.
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No person has been
authorized to give any State Street Boston
information or to make any Corporation
representations other than
those contained in this
Prospectus or any Prospectus 2,986,111 Shares of Common
Supplement and, if given or Stock
made, such information or (par value $1.00 per share)
representations must not be
relied upon as having been
authorized. This Prospectus
and any Prospectus Supplement
does not constitute an offer
to sell or the solicitation of
an offer to buy any securities
other than the securities to
which it relates or an offer
to sell or the solicitation of
an offer to buy such
securities in any
circumstances in which such
offer or solicitation is PROSPECTUS
unlawful. Neither the
delivery of this Prospectus or
any Prospectus Supplement nor
any sale made hereunder or
thereunder shall, under any
circumstances, create any
implication that there has
been no change in the affairs
of State Street since the date
hereof or thereof or that the
information contained herein
or therein is correct as of
any time subsequent to the
date of such information.
May 22, 1995
TABLE OF CONTENTS
Page
Prospectus
Statement of Available
Information . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . 2
State Street Boston
Corporation . . . . . . . . 3
Recent Developments . . . . 4
Use of Proceeds . . . . . . 4
Dividends . . . . . . . . . 4
Economic Conditions and
Government Policies . . . . 5
Description of Capital
Stock . . . . . . . . . . 5
Selling Stockholder . . . . 6
Plan of Distribution . . . 6
Validity of the Common
Stock . . . . . . . . . . 7
Experts . . . . . . . . . . 7
Page 9 of 39
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an estimate of the expenses which will be incurred
in connection with the issuance and distribution of the securities being
registered.
To be borne by State Street:
Registration Fee . . . . . . . . . . . . . . . . . . $33,851
Transfer Agent and Registrar Fees. . . . . . . . . . *
Printing . . . . . . . . . . . . . . . . . . . . . *
Legal Fees and Expenses . . . . . . . . . . . . . . *
Accounting Fees. . . . . . . . . . . . . . . . . . . *
Listing Fees. . . . . . . . . . . . . . . . . . . . *
Blue Sky Fees and Expenses . . . . . . . . . . . . *
Miscellaneous. . . . . . . . . . . . . . . . . . . . *
Total . . . . . . . . . . . . . . . . . . . . . $ *
* To be filed by amendment
Item 15. 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 by the articles of
organization, a by-law adopted by shareholders or 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 or other agents of another organization or who serve at its
request in any capacity with respect to any employee benefit plan) except as 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 his
action was in the best interest of the corporation or to the extent that such
matter relates to service with respect to an employee benefit plan in the best
interests of the participants or beneficiaries of such employee benefit plan.
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, officer, 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
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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 plans in the
best interest of the participants or beneficiaries of such employee
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
Page II-2
Page 11 of 39
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, employee or other agent of
the corporation, or 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 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 corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of 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.
Item 16. Exhibits
Exhibit
Number Description
4.1 State Street Boston Corporation's Restated
Articles of Organization, as amended<F1>
4.2 State Street Boston Corporation's By-Laws, as
amended<F2>
4.3 Form of Common Stock Certificate<F3>
4.4 Rights Agreement dated as of September 15, 1988
between State Street Boston Corporation and The
First National Bank of Boston, Rights Agent<F4>
Page II-3
Page 12 of 39
4.5 Amendment to Rights Agreement dated as of
September 20, 1990 between State Street Boston
Corporation and The First National Bank of
Boston, Rights Agent<F5>
4.6 Registration Rights Agreement dated as of January
31, 1995 by and among State Street Boston
Corporation, Kemper Financial Services, Inc. and
DST Systems, Inc.<F3>
5.1 Opinion of Ropes & Gray, as to the legality of
the Common Stock being registered<F3>
15.1 Letter of Ernst & Young re: Unaudited Interim
Financial Information<F3>
23.1 Consent of Ropes & Gray (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP<F3>
___________
<f>
<F1> Incorporated by reference to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1988.
<F2> Incorporated by reference to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992.
<F3> Filed herewith.
<F4> Incorporated by reference to Registrant's Current Report on Form 8-K
dated September 30, 1988.
<F5> Incorporated by reference to Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1990.
Item 17. Undertakings
(a) Rule 415 Offering.
The undersigned registrant hereby 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, unless the information
required to be included in such post-effective amendment is
contained in a periodic report filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 and incorporated herein by reference;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement,
unless the information required to be included in such post-
effective amendment is contained in a periodic report filed by
Page II-4
Page 13 of 39
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by
reference; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the 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.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's Annual Report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement 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.
(c) Incorporated Annual and Quarterly Reports.
The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to
securityholders that is incorporated by reference in the prospectus
and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information is required to be presented by Article
3 of Regulation S-X is not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such financial
information.
(d) Acceleration of Effectiveness.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 15 above, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission, 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 the registrant of expenses incurred or paid by a
director, officer or controlling person of the 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, the registrant will, unless in the
opinion of its counsel the matter has been settled by 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.
Page II-5
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SIGNATURES
STATE STREET BOSTON CORPORATION
Pursuant to the requirements of the Securities Act of 1933, State
Street Boston Corporation 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 Boston, Commonwealth of
Massachusetts, on the 18th day of May, 1995.
STATE STREET BOSTON CORPORATION
By /s/ REX S. SCHUETTE
REX S. SCHUETTE
Senior Vice President and Comptroller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on May 18, 1995 by the following
persons in the capacities indicated. Each person whose signature appears below
hereby authorizes David A. Spina, Rex S. Schuette and John R. Towers and each
with full power of substitution, to execute in the name and on behalf of such
person any amendment or any post-effective amendment to this Registration
Statement and to file the same, with exhibits thereto, and other documents in
connection therewith, making such changes in this Registration Statement as the
Registrant deems appropriate, and appoints each of David A. Spina, Rex S.
Schuette and John R. Towers, each with full power of substitution, attorney-
in-fact to sign any amendment to this Registration Statement and to file the
same, with exhibits thereto, and other documents in connection therewith.
/s/ MARSHALL N. CARTER Chairman, Chief Executive
MARSHALL N. CARTER Officer and Director
(principal executive officer)
/s/ DAVID A. SPINA Vice Chairman, Chief Financial
DAVID A. SPINA Officer, Treasurer and Director
(principal financial officer)
/s/ REX S. SCHUETTE Senior Vice President and Comptroller
REX S. SCHUETTE (principal accounting officer)
/s/ TENLEY E. ALBRIGHT Director
TENLEY E. ALBRIGHT
/s/ JOSEPH A. BAUTE Director
JOSEPH A. BAUTE
Page II-6
Page 15 of 39
/s/ I. MACALLISTER BOOTH Director
I. MACALLISTER BOOTH
/s/ JAMES I. CASH Director
JAMES I. CASH
/s/ TRUMAN S. CASNER Director
TRUMAN S. CASNER
/s/ NADER F. DAREHSHORI Director
NADER F. DAREHSHORI
/s/ LOIS D. JULIBER Director
LOIS D. JULIBER
/s/ CHARLES F. KAYE Director
CHARLES F. KAYE
/s/ CHARLES R. LAMANTIA Director
CHARLES R. LAMANTIA
/s/ JOHN M. KUCHARSKI Director
JOHN M. KUCHARSKI
Director
DENNIS J. PICARD
Director
DAVID B. PERINI
Director
BERNARD W. REZNICEK
Director
ALFRED POE
Director
ROBERT E. WEISSMAN
Page II-7
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EXHIBIT INDEX
Number Description Method of Filing Page No.
4.1 State Street Boston Previously filed with the
Corporation's Restated Securities and Exchange
Articles of Commission as Exhibit 3.1
Organization, as to Registrant's Annual
amended Report on Form 10-K for the
year ended December 31,
1988 and incorporated by
reference
4.2 State Street Boston Previously filed with the
Corporation's By-Laws, Securities and Exchange
as amended Commission as Exhibit 3.2
to Registrant's Annual
Report on Form 10-K for the
year ended December 31,
1992 and incorporated by
reference
4.3 Form of Common Stock Filed herewith 18
Certificate
4.4 Rights Agreement dated Previously filed with the
as of September 15, Securities and Exchange
1988 between State Commission as Exhibit 4 to
Street Boston Registrant's Current Report
Corporation and The on Form 8-K dated September
First National Bank of 30, 1988 and incorporated
Boston, Rights Agent by reference
4.5 Amendment to Rights Previously filed with the
Agreement dated as of Securities and Exchange
September 20, 1990 Commission as Exhibit 4 to
between State Street Registrant's Quarterly
Boston Corporation and Report on Form 10-Q for the
The First National quarter ended September 30,
Bank of Boston, Rights 1990 and incorporated by
Agent reference
4.6 Registration Rights Filed herewith 20
Agreement dated as of
January 31, 1995 by
and among State Street
Boston Corporation,
Kemper Financial
Services, Inc. and DST
Systems, Inc.
5.1 Opinion of Ropes & Filed herewith 36
Gray as to the
legality of the Common
Stock
15.1 Letter re: Unaudited Filed herewith 38
Interim Financial
Information
23.1 Consent of Ropes & Filed herewith 36
Gray (included in
Exhibit 5.1)
23.2 Consent of Ernst & Filed herewith 39
Young LLP
Page 17 of 39