-----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, EcwKkFyl4zqi3RPiEpgPLdGKC7QCCT4QEmTPXVpj2IehVETPW5+CCNGbQ+lFD4Ng M1A+8xmvvzc6BUHaVERfnQ== 0000891836-97-000300.txt : 19970625 0000891836-97-000300.hdr.sgml : 19970625 ACCESSION NUMBER: 0000891836-97-000300 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970624 SROS: NYSE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32249 FILM NUMBER: 97628518 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF NEW YORK CO INC CENTRAL INDEX KEY: 0000009626 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 132614959 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 48 WALL ST 15TH FL CITY: NEW YORK STATE: NY ZIP: 10296 BUSINESS PHONE: 2124951784 SC 13D/A 1 SCHEDULE 13D/A AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 State Street Corporation (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 85747310 (CUSIP Number) Phebe C. Miller Senior Vice President and Chief Legal Officer The Bank of New York Co., Inc. 48 Wall Street New York, New York 10286 (212) 635-1643 Copy to: Mitchell S. Eitel, Esq. Sullivan & Cromwell 125 Broad Street New York, New York 10004 (212) 558-4960 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 12, 1997 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. |_| CUSIP No. 85747310 1. NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. The Bank of New York Company, Inc. I.R.S. Identification No. 13-2614959 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |_| (b) |_| 3. SEC USE ONLY. 4. SOURCE OF FUNDS WC, OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION. State of New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER - 6,350,800 8. SHARED VOTING POWER - 65,074 9. SOLE DISPOSITIVE POWER - 6,350,800 10. SHARED DISPOSITIVE POWER - 65,074 Page 2 of 12 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. 6,415,874 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES. |_| 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). 4.00% 14. TYPE OF REPORTING PERSON. CO Page 3 of 12 SCHEDULE 13D This Schedule 13D/A amends a Schedule 13D filed on January 3, 1997 (the "Original Schedule 13D") to add certain additional information set forth below. This Amendment does not repeat all information set forth in the Original Schedule 13D. Item 1. Security and Issuer This Schedule 13D/A relates to an investment in common stock, par value $1.00 per share ("State Street Common Stock"), of State Street Corporation, a Massachusetts corporation having its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110 ("State Street") and formerly known as "State Street Boston Corporation". BNY Co. is not the beneficial owner of more than five percent of the outstanding State Street Common Stock and will file no further amendments to the Original Schedule 13D. Based upon information that has become publicly available from State Street, it is likely that BNY Co.'s beneficial ownership of State Street Common Stock did not, in fact, cross the five percent threshold. Item 2. Identity and Background This Schedule 13D/A is being filed by The Bank of New York Company, Inc., a New York corporation ("BNY Co."). The address of BNY Co.'s principal place of business is 48 Wall Street, New York, New York 10286. Neither BNY Co. nor, to the knowledge of BNY Co., any of its directors and executive officers has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or which resulted in a finding of any violation with respect to such laws. Page 4 of 12 Certain other information concerning the directors and executive officers of BNY Co. is contained in Annex I. Except as indicated in Annex I, each of the directors and executive officers is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of the Transaction. As reported in the Original Schedule 13D, on December 31, 1996, BNY Co. filed an application and notice (collectively, the "Federal Reserve Application") with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") for approval, under the Bank Holding Company Act of 1956, to retain its investment and to acquire up to a total of 9.99% of the outstanding shares of State Street Common Stock. On February 4, 1997, BNY Co. filed a final version of the Federal Reserve Application. By letter dated May 6, 1997, the Federal Reserve Board agreed to BNY Co.'s request to suspend processing of the Federal Reserve Application. Such request followed the issuance of an order denying BNY Co.'s similar application to the Massachusetts Board of Bank Incorporation ("MBBI"). BNY Co. has commenced an action in the U.S. District Court for the District of Massachusetts seeking, among other things, invalidation of the MBBI order. Item 5. Interest in Securities of Issuer. See Item 1 for additional current information concerning BNY Co.'s investment in State Street Common Stock. As of the date hereof, and since the filing of the Original Schedule 13D, BNY Co. has sold 1,646,800 shares of State Street Common Stock (on a post two-for-one stock split basis). BNY Co. currently owns 6,350,800 shares of State Street Common Stock for its own account, representing approximately 3.96% of the shares of State Street Common Stock reported outstanding at April 30, 1997 on the cover of State Street's Form 10-Q for the first quarter of 1997 (the "First Quarter 10-Q"), taking into account a two-for-one stock split in State Street Common Stock effective May 28, 1997 (the "Stock Split"). BNY Co. holds, through its bank and trust subsidiaries, beneficial ownership of 65,074 shares of State Page 5 of 12 Street Common Stock in a bona fide fiduciary capacity, representing approximately 0.04% of the shares of State Street Common Stock reported outstanding on the cover of the First Quarter 10-Q, taking into account the Stock Split. Annex I discloses, to BNY Co.'s knowledge, the number of shares of State Street Common Stock beneficially owned by its directors and executive officers. Annex II discloses information with regard to those transactions in State Street Common Stock effected by BNY Co. in the last 60 days. In the last 60 days, BNY Co. has sold an aggregate of 1,600,000 shares of State Street Common Stock for an aggregate price of $72,117,522.72. These transactions were effected on the New York Stock Exchange through a New York-based broker. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. None. Page 6 of 12 ANNEX I Certain Information Regarding Directors and Executive Officers of BNY Co. DIRECTORS OF THE BANK OF NEW YORK COMPANY, INC. J. Carter Bacot Chairman 48 Wall Street-3rd Floor New York, NY 10286 Richard Barth 662 Guard Hill Road Bedford, New York 10506 Frank J. Biondi MCA, Inc. 100 Universal City Plaza Universal City, CA 91608 William R. Chaney Tiffany & Co. 727 Fifth Avenue New York, NY 10022 Ralph E. Gomory Alfred P. Sloan Foundation 630 Fifth Avenue, Room 2550 New York, NY 10111 Alan R. Griffith Vice Chairman 48 Wall Street-3rd Floor New York, NY 10286 Edward L. Hennessy, Jr. (*) Allied-Signal Corporation 101 Columbia Road-Box 1057 Morristown, NJ 07962-1057 Richard J. Kogan Schering Plough Corp. One Giralda Farms Madison, NJ 07940 Page 7 of 12 John A. Luke, Jr. Westvaco Corporation 299 Park Avenue New York, NY 10171 John C. Malone Tele-Communications, Inc. Terrace Tower II 5619 DTC Parkway Englewood, CO 8011-3000 Donald L. Miller Our World News, LLC 201 North Charles Street-Suite 300 Baltimore, MD 21201 H. Barclay Morley P.O. Box V Southport, CT 06490 Catherine A. Rein Metropolitan Life Insurance Company Corporate Management Office-9A New York, NY 10010 Thomas A. Renyi (**) President & Chief Executive Officer 48 Wall Street-3rd Floor New York, NY 10286 Deno D. Papageorge (***) Senior Executive Vice President 48 Wall Street-3rd Floor New York, NY 10286 Harold E. Sells 56 Innisbrook Avenue Las Vegas, NV 89113 (*) Mr. Edward L. Hennessy, Jr. has reported beneficial ownership of 6,000 shares of State Street Boston Corporation (as adjusted for the Stock Split). (**) Mr. Thomas A. Renyi has reported beneficial ownership of 400 shares of State Street Boston Corporation (as adjusted for the Stock Split). (***) Mr. Deno D. Papageorge is a citizen of Canada. Page 8 of 12 SENIOR OFFICERS OF THE BANK OF NEW YORK COMPANY, INC. Robert J. Goebert Auditor One Wall Street-36 Floor New York, NY 10286 Robert E. Keilman Comptroller 48 Wall Street-10th Floor New York, NY 10286 Phebe C. Miller Chief Legal Officer & Secretary One Wall Street-15th Floor New York, NY 10286 Deno D. Papageorge (*) Senior Executive Vice President 48 Wall Street-3rd Floor New York, NY 10286 (*) Mr. Deno D. Papageorge is a citizen of Canada. Page 9 of 12 EXECUTIVE OFFICERS OF THE BANK OF NEW YORK Gerald L. Hassell Senior Executive Vice President One Wall Street-10th Floor New York, NY 10286 Newton P.S. Merrill Senior Executive Vice President One Wall Street-10th Floor New York, NY 10286 Robert J. Mueller Senior Executive Vice President One Wall Street-10th Floor New York, NY 10286 Donald R. Monks Senior Executive Vice President 101 Barclay Street-18W New York, NY 10286 Richard A. Pace Executive Vice President 101 Barclay Street-17W New York, NY 10286 Bruce Van Saun Executive Vice President 48 Wall Street-10th Floor New York, NY 10286 Page 10 of 12 ANNEX II TRANSACTIONS IN STATE STREET COMMON STOCK SINCE APRIL 23, 1997 DATE SHARES SOLD PROCEEDS PER SHARE 5/27/97 50,000* $4,439,715.00 $88.79 5/28/97 50,000* $4,401,065.00 $88.02 5/28/97 Two-for-one stock split in State Street Common Stock 5/29/97 162,100 $7,154,688.75 $44.14 5/30/97 250,000 $11,108,375.00 $44.43 6/2/97 135,000 $6,019,987.50 $44.59 6/3/97 190,000 $8,596,208.00 $45.24 6/4/97 225,000 $10,313,010.00 $45.84 6/5/97 88,300 $4,055,168.67 $45.92 6/6/97 200,000 $9,205,600.00 $46.03 6/9/97 149,600 $6,823,704.80 $45.61 TOTAL 1,600,000** $72,117,522.72 - -------- * In pre-stock split amounts. ** In post-stock split amount. Page 11 of 12 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 23, 1997 THE BANK OF NEW YORK COMPANY, INC. By: /s/ Phebe C. Miller Name: Phebe C. Miller Title: Senior Vice President & Chief Legal Officer Page 12 of 12 -----END PRIVACY-ENHANCED MESSAGE-----