-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HX+jm7rwEFJNVvVkgSZjl90znwxAY2M+SJqQFQMRmaG4aQyHHTxWjXyN0iAgnaWB ePhuwl2nyFd3MKumkb70Iw== 0000927016-97-001596.txt : 19970603 0000927016-97-001596.hdr.sgml : 19970603 ACCESSION NUMBER: 0000927016-97-001596 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970602 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STATE STREET CORP CENTRAL INDEX KEY: 0000093751 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042456637 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16987 FILM NUMBER: 97618140 BUSINESS ADDRESS: STREET 1: 225 FRANKLIN ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6177863000 MAIL ADDRESS: STREET 1: 225 FRANKLIN STREET CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: STATE STREET BOSTON FINANCIAL CORP DATE OF NAME CHANGE: 19780525 424B3 1 FORM 424B3 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 6, 1996 Filed pursuant to Rule 424(b)(3) File No. 333-16987 STATE STREET CORPORATION 923,072 SHARES COMMON STOCK (par value $1.00 per share) This Prospectus Supplement relates to the offer for sale to the public of shares of Common Stock (the "Shares") of State Street Corporation, a Massachusetts corporation ("State Street"), by the Selling Stockholders, as defined in the Prospectus. This Prospectus Supplement supplements State Street's Prospectus dated December 6, 1996 and supplements and updates the information on page 6 thereof. The Selling Stockholders have advised State Street that they propose 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 Stockholders 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 Stockholders may be deemed to be underwriters under the Securities Act. The Selling Stockholders will pay all applicable stock transfer taxes, brokerage commissions, underwriting discounts or commissions and any fees and disbursements of more than one counsel to the Selling Stockholders, but State Street will bear all other expenses in connection with the offering made hereunder. State Street has agreed to indemnify the Selling Stockholders and underwriters of the Selling Stockholders 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." -------------------- THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE 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 SUPPLEMENT IS JUNE 2, 1997.
NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY OWNED AS OF SHARES REGISTERED NAME AND ADDRESS OF BENEFICIAL OWNER* NOVEMBER 27, 1996 UNDER THIS PROSPECTUS - ------------------------------------ ------------------------- --------------------- William M. Mayhall....................................... 305,741/(1)(14)/ 305,741/(1)(14)/ c/o Princeton Financial Systems, Inc 600 College Road East Princeton, NJ 08540 Willam M. Mayhall & U.S. Trust Company................... 281,255/(10)(11)/ 8,000/(10)/ of New Jersey, Trustees Margaret Mayhall Moore Foundation c/o U.S. Trust Company of New Jersey 5 Vaughn Drive, CN-5209 Princeton, NJ 08543 James V. Mayhall......................................... 36,464/(2)/ 36,464/(2)/ c/o Princeton Financial Systems, Inc 600 College Road East Princeton, NJ 08540 Finsen Family Foundation................................. 290,314/(10)(13)/ 10,000/(10)(12)/ c/o Gerald E. Finsen, Jr., President 16 East Dogwood Court Westampton, NJ 08060 Gerald E. Finsen, Jr..................................... 333,450/(3)(15)/ 333,450/(3)(15)/ c/o Princeton Financial Systems, Inc 600 College Road East Princeton, NJ 08540 S. Scott Marsh, III...................................... 10,685/(4)/ 5,339/(5)/ c/o Princeton Financial Systems, Inc 600 College Road East Princeton, NJ 08540 Michael R. Bruce......................................... 9,261/(6)/ 3,915/(7)/ c/o Princeton Financial Systems, Inc 600 College Road East Princeton, NJ 08540 Edison Venture Fund II, L.P.............................. 199,750/(8)/ 199,750/(8)/ c/o Edison Ventures 997 Lenox Drive, #3 Lawrenceville, NJ 08648 Edison Venture Fund II-PA, L.P........................... 38,413/(9)/ 38,413/(9)/ c/o Edison Ventures 997 Lenox Drive, #3 Lawrenceville, NJ 08648
____________________ * No Selling Stockholder holds more than 1% of the Common Stock of State Street. /(1)/ Includes 41,386 shares subject to escrow. See "Recent Developments." /(2)/ Includes 4,936 shares subject to escrow. See "Recent Developments." /(3)/ Includes 45,136 shares subject to escrow. See "Recent Developments." /(4)/ Includes 723 shares subject to escrow and 5,346 shares issuable pursuant to the exercise of options. See "Recent Developments." /(5)/ Includes 723 shares subject to escrow. See "Recent Developments." /(6)/ Includes 530 shares subject to escrow and 5,346 shares issuable pursuant to the exercise of options. See "Recent Developments." /(7)/ Includes 530 shares subject to escrow. See "Recent Developments." /(8)/ Includes 27,039 shares subject to escrow. See "Recent Developments." /(9)/ Includes 5,200 shares subject to escrow. See "Recent Developments." /(10)/ Information provided as of May 23, 1997. /(11)/ Includes 258,355 shares held individually by William M. Mayhall, 10,400 over which U.S. Trust Company of New Jersey as acts advisor with discretion and 12,500 shares held by U.S. Trust Company of New Jersey as trustee. /(12)/ U.S. Trust Company of New Jersey serves as adviser with investment discretion. /(13)/ Includes 280,314 held individually by Gerald E. Finsen, Jr. /(14)/ Includes 8,000 shares transferred to the Margaret Mayhall Moore Foundation. /(15)/ Includes 10,000 shares transferred to the Finsen Family Foundation. 6 -----END PRIVACY-ENHANCED MESSAGE-----