-----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, K0vsZ86m0GD0+va+rmfrGOYXFPuIF/2hB3McPMDJAVZZjIBNHwFwxBDGmcZl4u05 fqLhZi0DwUh0MiG/S+KFkw== 0000899140-04-000369.txt : 20040304 0000899140-04-000369.hdr.sgml : 20040304 20040304161412 ACCESSION NUMBER: 0000899140-04-000369 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040304 GROUP MEMBERS: STANLEY F. DRUCKENMILLER GROUP MEMBERS: WINDMILL MASTER FUND LP 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-32249 FILM NUMBER: 04649050 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: DUQUESNE CAPITAL MANAGEMENT L L C CENTRAL INDEX KEY: 0001008925 IRS NUMBER: 251772402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2579 WASHINGTON ROAD STREET 2: SUITE 322 CITY: PITTSBURGH STATE: PA ZIP: 15241 BUSINESS PHONE: 4128543112 MAIL ADDRESS: STREET 1: 2579 WASHINGTON ROAD STREET 2: SUITE 322 CITY: PITTSBURGH STATE: PA ZIP: 15241 SC 13G 1 d1346311b.txt INITIAL FILING ON SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. __ ) State Street Corporation ------------------------ (Name of Issuer) SPACES ------ (Title of Class of Securities) 857477202 --------- (CUSIP Number) February 24, 2004 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------- ------------------ CUSIP No. 857477202 13G Page 2 of 10 Pages - -------------------- ------------------ - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Duquesne Capital Management, L.L.C. - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 NUMBER OF ------ ---------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 141,750 EACH ------ ---------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 141,750 - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 141,750 - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.2% - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO - ---------- --------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! -2- - -------------------- ------------------ CUSIP No. 857477202 13G Page 3 of 10 Pages - -------------------- ------------------ - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Windmill Master Fund LP - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 NUMBER OF ------ ---------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 141,750 EACH ------ ---------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 141,750 - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 141,750 - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.2% - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* PN - ---------- --------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! -3- - -------------------- ------------------ CUSIP No. 857477202 13G Page 4 of 10 Pages - -------------------- ------------------ - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stanley F. Druckenmiller - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 NUMBER OF ------ ---------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 141,750 EACH ------ ---------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 141,750 - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 141,750 - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.2% - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - ---------- --------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! -4- This statement on Schedule 13G is filed with respect to the SPACES (as defined in Item 2(d) below) of State Street Corporation, a Massachusetts corporation. Item 1(a): Name of Issuer: - --------- -------------- The name of the issuer is State Street Corporation (the "Company"). Item 1(b): Address of Issuer's Principal Executive Offices: - --------- ----------------------------------------------- The Company's principal executive office is located at 225 Franklin Street, Boston, Massachusetts 02110. Item 2(a): Name of Person Filing: - --------- --------------------- This Schedule 13G ("Schedule 13G") with respect to the SPACES (as defined in Item 2(d) below) of the Company is filed by: (i) Windmill Master Fund LP, a Cayman Islands Exempted Limited Partnership (the "Fund"), with respect to shares of SPACES directly owned by the Fund (the "Shares"); (ii) Duquesne Capital Management, L.L.C., a Pennsylvania limited liability company ("Duquesne Capital"), which serves as the investment manager to the Fund, with respect to the Shares; and (iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"), who serves as the managing member of Duquesne Capital, with respect to the Shares. Mr. Druckenmiller also serves as the managing member of Duquesne Holdings, LLC, a limited liability company organized under the laws of Anguilla, British West Indies ("Duquesne Holdings"), which acts as general partner to the Fund and which has the power to replace Duquesne Capital as investment manager of the Fund within 60 days or less. Duquesne Capital may be deemed to beneficially own the Shares by virtue of its position as investment manager of the Fund. Mr. Druckenmiller may be deemed to beneficially own the Shares by virtue of his position as managing member of Duquesne Capital, and as managing member of Duquesne Holdings. The Fund, Duquesne Capital and Mr. Druckenmiller are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. -5- Item 2(b): Address of Principal Business Office or, if None, Residence: - --------- ----------------------------------------------------------- The address of the principal business office of Duquesne Capital and Mr. Druckenmiller is 40 West 57th Street, 25th Floor, New York, New York 10019. The address of the principal business office of the Fund is Montague Sterling Centre, East Bay Street, Nassau, Bahamas. Item 2(c): Citizenship: - --------- ----------- The Fund is organized under the laws of the Cayman Islands. Duquesne Capital is organized under the laws of the Commonwealth of Pennsylvania. Mr. Druckenmiller is a citizen of the United States of America. Item 2(d): Title of Class of Securities: - ---------- ---------------------------- SPACES, a service mark of Goldman, Sachs & Co. ("SPACES"). In January 2003, in connection with a business acquisition, the Company issued $345 million, or 1,725,000 units, of SPACES. SPACES are collateralized, forward purchase contract units for additional shares of the Common Stock of the Company, par value $1.00 per share ("Common Stock"). Each of the SPACES has a stated amount of $200 and consists of PACES, a fixed-share purchase contract and treasury securities, and COVERS, a variable-share repurchase contract. Under the COVERS contract, no shares will be received if the Company's Common Stock price is equal to or less than $39.60 per share. The Company will receive up to 1,629,000 shares if the stock price reaches $48.71 per share. Shares receivable under the variable share repurchase contracts, if any, will be received by the Company on February 15, 2006. The SPACES investors will receive total annual payments of 6.75% on the units, payable quarterly, consisting of an annual 4.00% contract payment on the COVERS, an annual 0.75% contract payment on the PACES and a 2.00% annual return on the underlying treasury securities. The Company will receive the proceeds of $345 million and issue approximately 8,712,000 shares of Common Stock upon settlement of the fixed share purchase contracts underlying the SPACES units on November 15, 2005. As of December 31, 2003 the fair value of the COVERS was $61 million. If the COVERS were settled as of December 31, 2003, the maximum amount of approximately 1,629,000 shares would have been issued. The Company has the right to fix the number of shares per contract to be delivered to the Company upon settlement under the variable-share repurchase contracts (COVERS). By exercising this right, the variable-share repurchase contracts are changed to fixed share repurchase contracts eliminating the requirement to mark the contracts to market. Item 2(e): CUSIP Number: - --------- ------------ 857477202 -6- Item 3: If this statement is filed pursuant to Rules 13d-1(b) or - ------- -------------------------------------------------------- 13d-2(b) or (c), check whether the person filing is a: ----------------------------------------------------- (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E), (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G), (h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4: Ownership: - ------ --------- A. The Fund -------- (a) Amount beneficially owned: 141,750 (b) Percent of class: 8.2% The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 1,725,000 units of SPACES issued and outstanding as of January 2003, as reflected in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 141,750 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 141,750 B. Duquesne Capital ---------------- (a) Amount beneficially owned: 141,750 (b) Percent of class: 8.2% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 141,750 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 141,750 -7- C. Mr. Druckenmiller ----------------- (a) Amount beneficially owned: 141,750 (b) Percent of class: 8.2% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 141,750 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 141,750 Item 5: Ownership of Five Percent or Less of a Class: - ------ -------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6: Ownership of More than Five Percent on Behalf of Another - ------ -------------------------------------------------------- Person: ------ Other than as set forth herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported in this Schedule 13G. Item 7: Identification and Classification of the Subsidiary Which - ------ --------------------------------------------------------- Acquired the Security Being Reported on by the Parent ----------------------------------------------------- Holding Company: --------------- Not applicable. Item 8: Identification and Classification of Members of the Group: - ------ --------------------------------------------------------- Not applicable. Item 9: Notice of Dissolution of Group: - ------ ------------------------------ Not applicable. Item 10: Certification: - ------- ------------- Each Reporting Person hereby makes the following certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. -8- SIGNATURE 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. DATED: March 4, 2004 WINDMILL MASTER FUND LP By: Duquesne Holdings LLC, its general partner By: Stanley F. Druckenmiller, its managing member By: /s/ Gerald Kerner ------------------------------ Name: Gerald Kerner Title: Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /s/ Gerald Kerner ------------------------------ Name: Gerald Kerner Title: Managing Director STANLEY F. DRUCKENMILLER By: /s/ Gerald Kerner ------------------------------ Name: Gerald Kerner Title: Attorney-in-Fact [SIGNATURE PAGE TO SCHEDULE 13G WITH RESPECT TO STATE STREET CORPORATION] EXHIBIT INDEX ------------- Exhibit 99.1: Joint Filing Agreement, by and among Windmill Master Fund LP, Duquesne Capital Management, L.L.C. and Stanley F. Druckenmiller, dated March 4, 2004. Exhibit 99.2: Power of Attorney granted by Mr. Stanley F. Druckenmiller in favor of Gerald Kerner and Joseph W. Haleski, dated April 24, 2002. EX-99.1 4 d1346311c.txt JOINT FILING AGREEMENT Exhibit 99.1 ------------ Joint Filing Agreement The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of State Street Corporation is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934 and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. DATED: March 4, 2004 WINDMILL MASTER FUND LP By: Duquesne Holdings LLC, its general partner By: Stanley F. Druckenmiller, its managing member By: /s/ Gerald Kerner ------------------------------ Name: Gerald Kerner Title: Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /s/ Gerald Kerner ------------------------------ Name: Gerald Kerner Title: Managing Director STANLEY F. DRUCKENMILLER By: /s/ Gerald Kerner ------------------------------ Name: Gerald Kerner Title: Attorney-in-Fact EX-99.2 5 d1346311d.txt POWER OF ATTORNEY Exhibit 99.2 ------------ Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of Gerald Kerner and Joseph W. Haleski acting individually and with full power of substitution, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity, (b) in my capacity as managing member or in other capacities with Duquesne Capital Management, L.L.C., a Pennsylvania limited liability company ("Duquesne Capital") or (c) in my capacity as managing member or in other capacities of Duquesne Holdings, LLC, a limited liability company organized under the laws of Anguilla, British West Indies ("Duquesne Holdings"), and each of their affiliates or entities advised or controlled by me, Duquesne Capital or Duquesne Holdings, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the Commission pursuant to Section 13(d) or Section 16(a) of the Exchange Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the Commission pursuant to Section 13(f) of the Exchange Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 24th day of April, 2002. /s/ Stanley F. Druckenmiller - ------------------------------ Stanley F. Druckenmiller -----END PRIVACY-ENHANCED MESSAGE-----