Filed pursuant to Rule 424(b)(5)
Registration No. 333-34516
333-49143
Prospectus Supplement to Prospectus Dated May 12, 2000.
$300,000,000
[STATE STREET LOGO]
State Street Corporation
7.65% Subordinated Notes due June 15, 2010
----------------
State Street will pay interest on the subordinated notes on June 15 and
December 15 of each year. The first such payment will be made on December 15,
2000. State Street cannot redeem the subordinated notes prior to their
maturity. There is no sinking fund. State Street does not intend to list the
subordinated notes on any securities exchange. The subordinated notes are
unsecured. They will rank junior to State Street's senior indebtedness and its
other financial obligations. Holders of subordinated notes may not accelerate
the maturity of the subordinated notes, except upon State Street's bankruptcy
or insolvency. The subordinated notes will be issued only in denominations of
$1,000 and integral multiples of $1,000.
----------------
The subordinated notes are not deposits or other obligations of a bank and
are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency.
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of the subordinated notes or passed upon the
accurancy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
----------------
Per Note Total
-------- ------------
Initial Public Offering Price............................ 99.802% $299,406,000
Underwriting Discount.................................... .650% $ 1,950,000
Proceeds, before expenses, to State Street............... 99.152% $297,456,000
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the subordinated notes will accrue from June 20,
2000 and must be paid by the purchaser if the subordinated notes are delivered
after June 20, 2000.
----------------
The underwriters expect to deliver the subordinated notes in book-entry
form only through the facilities of The Depository Trust Company against
payment in New York, New York on June 20, 2000.
Goldman, Sachs & Co.
Lehman Brothers
Utendahl Capital Partners, L.P.
The Williams Capital Group, L.P.
----------------
Prospectus Supplement dated June 15, 2000.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY OTHER INFORMATION. YOU SHOULD NOT
RELY ON ANY OTHER INFORMATION IN MAKING YOUR INVESTMENT DECISION.
WE ARE OFFERING TO SELL THE SUBORDINATED NOTES ONLY IN PLACES WHERE SALES
ARE PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT
OR THE ATTACHED PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THEIR
RESPECTIVE DATES.
___________
UPDATING INFORMATION
Information contained in this prospectus supplement updates and
supersedes information in the accompanying prospectus.
WHERE YOU CAN FIND MORE INFORMATION
You can find more information about us, including where to find
information incorporated by reference, by accessing that information as provided
under "Available Information" and "Incorporation of Certain Documents by
Reference" in this prospectus supplement and accompanying prospectus. 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 supplement and accompanying
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 02110-2106
617-664-3477
FORWARD-LOOKING STATEMENTS
This prospectus supplement, 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:
. future revenue may increase or decrease depending upon the extent of increases
or decreases in cross-border investments made by customers or future
customers;
. changes in the savings rate of individuals that are invested in mutual funds
or in defined contribution plans may affect our revenues;
. fluctuations in worldwide securities market valuations may affect our
revenues;
. 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;
S-2
. 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;
. 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;
. the degree of volatility in foreign exchange rates can affect the amount of
foreign exchange trading revenue;
. the pace of pension reform and resulting programs including public and private
pension schemes may affect the pace of revenue growth;
. 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;
. 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;
. changes in business mix, including the mix of U.S. and non-U.S. business, may
affect future results;
. technological change may be more difficult or expensive then anticipated; and
. changes may occur in securities markets which will affect revenue.
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, 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. We are also a financial holding company. Our executive offices are
located at 225 Franklin Street, Boston, Massachusetts 02110 (telephone (617)
786-3000).
SUPPLEMENTAL 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 and the quarter ended March 31, 2000:
Quarter
Ended
March 31, Year Ended December 31,
----------- -------------------------------------------------------------
2000 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ----
Ratio of earnings to
fixed charges............ 1.78x 2.02x 1.77x 1.93x 1.95x 1.75x
S-3
CERTAIN TERMS OF THE SUBORDINATED NOTES
The following description of the particular terms of the 7.65% subordinated
notes due 2010 (the "subordinated notes") supplements the description of the
general terms of the Subordinated Securities set forth under the headings
"Description of Debt Securities" and "Subordinated Debt Securities" in the
attached prospectus beginning on page 6. Capitalized terms used but not defined
in this prospectus supplement have the meanings assigned in the attached
prospectus or the subordinated indenture referred to in the prospectus.
The subordinated notes are a series of Subordinated Securities. They will be
issued under an indenture dated as of June 15, 2000 (the "subordinated
indenture"), between us and Bank One Trust Company, N.A., as trustee, and will
be initially limited to $300,000,000 aggregate principal amount. They will
mature on June 15, 2010.
The subordinated notes will bear interest at the annual rate of 7.65%.
Interest on the subordinated notes will accrue from June 20, 2000. We will pay
interest on the subordinated notes in arrears on June 15 and December 15 of each
year, beginning December 15, 2000. Interest will be paid to the persons in
whose names the subordinated notes are registered at the close of business on
the preceding June 1 and December 1.
We will make all principal and interest payments on the subordinated notes in
immediately available funds. All sales of the subordinated notes, including
secondary market sales, will settle in immediately available funds.
We cannot redeem the subordinated notes prior to their maturity. No sinking
fund is provided for the subordinated notes.
The subordinated notes may be issued in denominations of $1,000 and integral
multiples of $1,000. The subordinated notes will be represented by one or more
permanent global subordinated notes registered in the name of The Depository
Trust Company ("DTC") or its nominee, as described in the attached prospectus.
Our obligations under the subordinated notes will be subordinated in right of
payment to all of our senior indebtedness and other financial obligations, as
described in the attached prospectus under the heading "Subordinated Debt
Securities - Subordination" beginning on page 13. As of March 31, 2000, our
outstanding senior indebtedness and other financial obligations totaled
approximately $250 million.
Holders of the subordinated notes may not accelerate the maturity of the
subordinated notes, except in the event of our bankruptcy or reorganization.
Holders may not accelerate the subordinated notes if we fail to pay interest or
fail to perform any other agreement in the subordinated notes or the
subordinated indenture. See "Subordinated Debt Securities" beginning on page 13
in the attached prospectus.
S-4
UNDERWRITING
State Street and the underwriters for the offering named below have entered
into an underwriting agreement and a pricing agreement with respect to the
subordinated notes. Subject to certain conditions, each underwriter has
severally agreed to purchase the principal amount of subordinated notes
indicated in the following table.
Underwriters Principal Amount
- ------------------------------------------------------------------------------- ---------------------
Goldman, Sachs & Co............................................................ $210,000,000
Lehman Brothers Inc............................................................ $ 30,000,000
Utendahl Capital Partners, L.P................................................. $ 30,000,000
The Williams Capital Group, L.P................................................ $ 30,000,000
------------
Total..................................................................... $300,000,000
============
Subordinated notes sold by the underwriters to the public will initially be
offered at the initial public offering price set forth on the cover of this
prospectus. Any subordinated notes sold by the underwriters to securities
dealers may be sold at a discount from the initial public offering price of up
to 0.40% of the principal amount of the subordinated notes. Any such securities
dealers may resell any subordinated notes purchased from the underwriters to
certain other brokers or dealers at a discount of up to 0.25% of the principal
amount of the subordinated notes. If all the subordinated notes are not sold at
the initial public offering price, the underwriters may change the offering
price and the other selling terms.
The subordinated notes are a new issue of securities with no established
trading market. State Street has been advised by the underwriters that the
underwriters intend to make a market in the subordinated notes but are not
obligated to do so and may discontinue market making at any time without notice.
No assurance can be given as to the liquidity of the trading market for the
subordinated notes.
In connection with the offering, the underwriters may purchase and sell the
subordinated notes in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of subordinated notes than they are required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the
subordinated notes while the offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the underwriters have repurchased subordinated
notes sold by or for the account of such underwriter in stabilizing or short
covering transactions.
These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the subordinated notes. As a result, the price of
the subordinated notes may be higher than the price that otherwise might exist
in the open market. If these activities are commenced, they may be discontinued
by the underwriters at any time. These transactions may be effected in the
over-the-counter market or otherwise.
State Street estimates that its share of the total expenses of the offering
excluding underwriting discounts and commissions will be approximately $130,000.
State Street has agreed to indemnify the several underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
The underwriters and their respective associates and affiliates may be
customers of, engage in transactions with, and perform investment banking and
other financial services for, State Street and its subsidiaries in the ordinary
course of business.
S-5
$1,000,000,000
STATE STREET CORPORATION
DEBT SECURITIES
WARRANTS
State Street Corporation, a Massachusetts corporation, may offer and sell:
. Debt Securities
. 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 or the prospectus supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
____________________
The date of this Prospectus is May 12, 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:
. this prospectus, which provides general information, some of which may not
apply to your securities; and
. 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:
. the prospectus supplement; and
. 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 DEBT SECURITIES............................................... 7
General.................................................................... 8
Registration and Transfer.................................................. 10
Payment and Place of Payment............................................... 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 Bank. 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
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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.
-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
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.
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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:
. future revenue may increase or decrease depending upon the extent of
increases or decreases in cross-border investments made by customers or future
customers;
. changes in the savings rate of individuals that are invested in mutual funds
or in defined contribution plans may affect our revenues;
. fluctuations in worldwide securities market valuations may affect our
revenues;
. 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;
. 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;
. 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;
. the degree of volatility in foreign exchange rates can affect the amount of
foreign exchange trading revenue;
. the pace of pension reform and resulting programs including public and
private pension schemes may affect the pace of revenue growth;
. 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;
. 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;
. changes in business mix, including the mix of U.S. and non-U.S. business, may
affect future results;
. technological change may be more difficult or expensive then anticipated; and
. changes may occur in securities markets which will affect revenue.
-6-
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. We are also a financial holding company. Our
executive offices are located at 225 Franklin Street, Boston, Massachusetts
02110 (telephone (617) 786-3000).
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
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 DEBT SECURITIES
The senior debt securities will be issued under an indenture dated as of
August 2, 1993, the "SENIOR INDENTURE," between us and U.S. Bank Trust National
Association, as successor senior trustee. The subordinated debt securities
(other than the junior subordinated debentures) will be issued under an
indenture that is expected to be entered into between us and Bank One Trust
Company, N.A., as subordinated trustee, the "SUBORDINATED INDENTURE." A copy of
each indenture is an exhibit to the registration statement that contains this
prospectus.
The following summaries of all material terms of the indentures are not
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the respective indentures, including the definitions
of terms. The following summaries describe the general terms and provisions of
the debt securities to be offered by any prospectus supplement. The particular
terms of the debt securities offered by any 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 offered securities.
The senior 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 as described under
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"Subordinated Debt Securities -- Subordination" beginning on page 13. Because we
are a holding company, our rights and the rights of our creditors, including the
holders of the debt securities we are offering under this prospectus, to
participate in the assets of any of our subsidiaries upon the subsidiary's
liquidation or reorganization will 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. 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 issue of debt securities, including:
. the title and series designation;
. the aggregate principal amount and the limit, if any, on the aggregate
principal amount or initial public offering price of the debt securities which
may be issued under the applicable indenture;
. any fixed or variable interest rate or rates per annum;
. the date from which any interest shall accrue;
. any interest payment dates;
. whether the debt securities are senior or subordinated;
. the stated maturity date;
. whether the debt securities are to be issued in global form;
. any sinking fund requirements;
. any provisions for redemption, the redemption price and any remarketing
arrangements;
. the minimum denominations;
. whether the debt securities are denominated or payable in United States
dollars or a foreign currency or units of two or more foreign currencies;
. the place or places where payments or deliveries on the debt securities shall
be made and the debt securities may be presented for registration of transfer
or exchange;
. whether any of the debt securities will be subject to defeasance in advance
of the date for redemption or the stated maturity date;
. if other than the principal amount, the portion of the principal amount of
the debt securities payable upon acceleration of the maturity of the debt
securities;
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. any index used to determine the amount of payment of principal of, and any
premium and interest on, the debt securities;
. the person to whom any interest on the debt securities of the series shall be
payable if other than the registered holder thereof;
. the manner in which the amount that shall be deemed to be the principal
amount of the debt securities on or prior to the maturity date shall be
determined;
. 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;
. any additional or different covenants that apply to any debt securities of
the series; and
. 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 may be issued as "ORIGINAL ISSUE DISCOUNT SECURITIES" which
bear no interest or interest at a rate which at the time of issuance is below
market rates and which will be sold at a substantial discount below their
principal amount. In 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 and other considerations relating to original issue discount securities will
be described in the applicable prospectus supplement.
The indentures provide that without the consent of any holders, we and the
trustee may enter into one or more supplemental indentures for certain purposes,
including:
. to add to our covenants for the benefit of the holders of all or any series
of debt securities or to surrender any right or power conferred upon us in the
indentures; and
. to add any additional events of default, in the case of the senior indenture,
and events of default or defaults, in the case of the subordinated indenture.
In the event any sinking fund is established for the retirement of debt
securities of any series, we may satisfy all or any part of the sinking fund
payments with debt securities of such series under certain circumstances and to
the extent provided for by the terms of such debt securities.
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Unless otherwise indicated in the applicable prospectus supplement, the
covenants contained in the indentures and the debt securities will not protect
holders in the event of a sudden decline in our creditworthiness that might
result from a recapitalization, restructuring, or other highly leveraged
transaction.
REGISTRATION AND TRANSFER
Unless otherwise indicated in the 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 same series at the office 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 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:
. default in the payment of any principal or premium when due;
. default in the payment of any interest when due, which continues for 30 days;
. default in the deposit of any sinking fund payment when due;
. 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;
. 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;
. specified events in bankruptcy, insolvency or reorganization; and
. 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.
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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:
. in the payment of any amounts due and payable or deliverable under the debt
securities of that series; or
. 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:
. that holder previously gives to the trustee written notice of a continuing
event of default with respect to debt securities of that series;
. 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;
. 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
. 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:
. change the stated maturity date of the principal or any installment of
principal or interest on, any debt security;
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. reduce the principal amount or the rate of interest on, or any premium
payable upon the redemption of, any debt security;
. reduce the amount of principal of an original issue discount security payable
upon acceleration of its maturity;
. change the place or currency of payment of principal of, or any premium or
interest on, any debt security;
. impair the right to institute suit for the enforcement of any payment or
delivery on or with respect to any debt security;
. in the case of the subordinated indenture, modify the subordination
provisions in a manner adverse to the holders of the subordinated debt
securities;
. 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
. 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:
. 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;
. 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
. certain other conditions are met.
REGARDING THE TRUSTEE
U.S. Bank Trust National Association is the trustee under the senior
indenture. Bank One Trust Company, N.A. is the trustee under 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:
. if such disposition or issuance is for fair market value as determined by our
Board of Directors; and
. 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:
. 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;
. 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;
. no event of default under the senior indenture or default under the
subordinated indenture may exist or be caused by the defeasance; and
. 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
all "senior indebtedness," as defined below. In certain events of insolvency,
payments on the subordinated debt securities will also be effectively
subordinated in right of payment to all "other financial obligations," as
defined on the next page. In certain circumstances relating to our liquidation,
dissolution, winding up, reorganization, insolvency or similar proceedings,
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the holders of all senior indebtedness will first be entitled to receive payment
in full before the holders of the subordinated debt securities will be entitled
to receive any payment on the subordinated debt securities. If, after all
payments have been made to the holders of senior indebtedness, (A) there are
amounts available for payment on the subordinated debt securities and (B) any
person entitled to payment according to the terms of our 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 such other financial obligations before any payment
may be made on the subordinated debt securities.
In the event of the acceleration of the maturity of any debt securities, all
senior indebtedness and other financial obligations will have to be repaid
before any payment can be made on the subordinated debt securities.
In addition, no payment may be made on the subordinated debt securities in the
event:
. there is a default in any payment or delivery with respect to any senior
indebtedness; or
. there is an event of default with respect to any senior indebtedness which
permits the holders of such senior indebtedness to accelerate the maturity of
the senior indebtedness.
By reason of this subordination in favor of the holders of senior
indebtedness, in the event of an insolvency, our creditors who are not holders
of senior indebtedness or the subordinated debt securities may recover less,
proportionately, than holders of senior indebtedness and may recover more,
proportionately, than holders of the subordinated debt securities. By reason of
the obligation of the holders of subordinated debt securities to pay over any
amount remaining after payment of senior indebtedness to persons in respect of
our other financial obligations, in the event of insolvency, holders of our
existing subordinated indebtedness may recover more, ratably, than the holders
of subordinated debt securities.
Unless otherwise specified in the prospectus supplement relating to the
particular series of subordinated debt securities, "SENIOR INDEBTEDNESS" is
defined in the subordinated indenture as the principal of, premium, if any, and
interest on:
. 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 payment to the subordinated debt
securities and (C) indebtedness that is expressly stated to rank equal with
the subordinated debt securities; and
. any deferrals, renewals or extensions of any senior indebtedness.
The term "INDEBTEDNESS" means indebtedness, whether secured or unsecured, for
which we or any corporation that succeeds to our business as permitted under the
subordinated indenture, is liable directly or indirectly by guarantee, letter of
credit, obligation to purchase or otherwise:
. for borrowed money; or
. incurred in connection with the acquisition by us 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:
. our obligations under direct credit substitutes;
. our obligations, or any obligation directly or indirectly guaranteed by us,
for purchased money or funds;
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. 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
. all of our obligations to make payment pursuant to the terms of financial
instruments, such as: (A) securities contracts and foreign currency exchange
contracts; (B) derivative instruments, such as swap agreements, including
interest rate and foreign exchange rate swap agreements, cap agreements, floor
agreements, collar agreements, interest rate agreements, foreign exchange rate
agreements, options, commodity futures contracts, commodity option contracts;
and (C) similar financial instruments, other than obligations on account of
senior indebtedness and obligations on account of indebtedness for money
borrowed ranking equal with or subordinate to the subordinated debt
securities, including our existing subordinated indebtedness.
As of December 31, 1999, we had approximately $650 million in junior
subordinated debt outstanding, $2 million in subordinated debt outstanding and
approximately $250 million of senior indebtedness and other financial
obligations outstanding.
The subordinated indenture does not limit or prohibit the incurrence by us
or any of our 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,
which may apply to the subordination of the 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 be, governed by and construed in accordance with the laws of the
state of New York.
DESCRIPTION OF WARRANTS
OFFERED WARRANTS
We may issue warrants that are debt warrants or universal warrants. We may
offer warrants separately or together with one or more additional warrants or
debt securities or any combination of those securities in the form of units, as
described in the applicable prospectus supplement. If we issue warrants as part
of a unit, 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.
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Debt Warrants. We may issue, together with debt securities or separately,
warrants for 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."
Universal Warrants. We may also issue warrants to purchase or sell, on
terms to be determined at the time of sale:
. 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;
. currencies; or
. 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
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:
. the specific designation and aggregate number of, and the price at which
we will issue, the warrants;
. the currency with which the warrants may be purchased;
. 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;
. whether the warrants will be issued in fully registered form or bearer form,
in definitive or global form or in any combination of these forms, although,
in any case, the form of a warrant included in a unit will correspond to the
form of the unit and of any debt security included in that unit;
. any applicable material United States federal income tax consequences;
. the identity of the warrant agent for the warrants and of any other
depositaries, execution or paying agents, transfer agents, registrars,
determination, or other agents;
. the proposed listing, if any, of the warrants or any securities purchasable
upon exercise of the warrants on any securities exchange;
. if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;
. information with respect to book-entry procedures, if any;
. the antidilution provisions of the warrants, if any;
. any redemption or call provisions;
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. whether the warrants are to be sold separately or with other securities as
parts of units; and
. any other terms of the warrants.
Additional Terms of Debt Warrants
The applicable prospectus supplement will contain, where applicable, the
following terms of and other information relating to any debt warrants:
. the designation, aggregate principal amount, currency and terms of the
debt securities that may be purchased upon exercise of the debt warrants;
. 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;
. if applicable, the date on and after which the debt warrants and the
related debt securities will be separately transferable; and
. the principal amount of debt securities purchasable upon exercise of each
debt warrant, the price at which and the currency in which the debt
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 universal warrants:
. whether the universal warrants are put warrants or call warrants and whether
you or we will be entitled to exercise the warrants;
. the specific warrant property, and the amount or the method for determining
the amount of the warrant property, purchasable or saleable upon exercise of
each universal warrant;
. 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 price;
. whether the exercise price may be paid in cash, by the exchange of any other
security offered with the universal warrants or both and the method of
exercising the universal warrants; and
. whether the exercise of the universal 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 warrant agent, in one or
more series, which will be described in the prospectus supplement for the
warrants. The forms of warrant agreements are filed as exhibits to the
registration statement. The following summaries of significant provisions of the
warrant agreements and the warrants are not intended to be comprehensive and
holders of warrants should review the detailed provisions of the relevant
warrant agreement for a full description and for other information regarding the
warrants.
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Modifications Without Consent of Warrantholders
We and the warrant agent may amend the terms of the warrants and the
warrant certificates without the consent of the holders to:
. cure any ambiguity;
. cure, correct or supplement any defective or inconsistent provision; or
. amend the terms in any other manner which we may deem necessary or desirable
and which will not adversely affect the interests of the affected holders in
any material respect.
Enforceability of Rights of Warrantholders
The warrant agents will act solely as our agents in connection with the
warrant certificates and will not assume any obligation or relationship of
agency or trust 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 warrants evidenced by
the warrant certificates in the manner provided for in that series of warrants
or pursuant to the applicable warrant agreement. No holder of any warrant
certificate or beneficial owner of any warrants will be entitled to any of the
rights of a holder of the debt securities or any other warrant property, if any,
purchasable upon exercise of the warrants, including, without limitation, the
right to receive the payments on those debt securities or other warrant property
or to enforce any of the covenants or rights in the relevant indenture or any
other similar agreement.
Registration and Transfer of Warrants
Subject to the terms of the applicable warrant agreement, warrants in
registered, definitive form may be presented 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 the
warrant agent for the series of warrants is satisfied with the documents of
title and identity of the person making the request.
Governing Law
The warrants and each warrant agreement will be governed by, and construed
in accordance with, the laws of the State of New York.
GLOBAL SECURITIES
GENERAL
The debt 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.
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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
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.
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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;
(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
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debt securities. Transfers of ownership interests in the debt securities are to
be accomplished 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.
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.
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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.
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:
. to the public through a group of underwriters managed or co-managed by,
one or more underwriters, which may be affiliates;
. through one or more agents, which may be affiliates; or
. directly to purchasers.
The distribution of the securities may be effected from time to time in one
or more transactions:
. at a fixed price, or prices, which may be changed from time to time;
. at market prices prevailing at the time of sale;
. at prices related to such prevailing market prices; or
. 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:
. the name of the agent or the name or names of any underwriters;
. the public offering or purchase price;
. any discounts and commissions to be allowed or paid to the agent or
underwriters;
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. all other items constituting underwriting compensation;
. any discounts and commissions to be allowed or paid to dealers; and
. 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 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:
. 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
. 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.
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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.
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No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You
must not rely on any unauthorized information or representations. This
prospectus is an offer to sell only the subordinated notes offered hereby, but
only under circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus is current only as of its date.
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TABLE OF CONTENTS
Prospectus Supplement
Page
----
Updating Information....................................................... S-2
Where You Can Find More
Information............................................................... S-2
Forward-Looking Statements................................................. S-2
State Street Corporation................................................... S-3
Supplemental Consolidated Ratios of Earnings to Fixed Charges.............. S-3
Certain Terms of the Subordinated
Notes..................................................................... S-4
Underwriting............................................................... S-5
Prospectus
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
Description of Warrants.................................................... 15
Global Securities.......................................................... 18
Plan of Distribution....................................................... 22
Validity of Securities..................................................... 23
Experts.................................................................... 23
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$300,000,000
State Street Corporation
Subordinated Notes
due June 15, 2010
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[STATE STREET LOGO]
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Goldman, Sachs & Co.
Lehman Brothers
Utendahl Capital Partners, L.P.
The Williams Capital Group, L.P.
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