SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 21, 2003
State Street Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 0-5108 04-2456637
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number.)
225 Franklin Street, Boston, Massachusetts 02110
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 786-3000
Item 5. Other Events.
In order to furnish certain exhibits for incorporation by reference into
the Registration Statement on Form S-3 of State Street Corporation previously
filed with the Securities and Exchange Commission (File No. 333-98267), as
amended and supplemented, which Registration Statement has been declared
effective by the Commission, State Street Corporation is filing the exhibits
listed below.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
4.24 Amended and Restated Trust Agreement for State Street Capital
Trust II dated as of January 21, 2003 among State Street
Corporation, as Depositor, Bank One Trust Company, N.A. as
Property Trustee, Bank One Delaware, Inc., as Delaware Trustee
and the Administrative Trustees named therein.
4.25 Form of Global Capital Securities Certificate for State Street
Capital Trust II (included as Exhibit D to Exhibit 4.24).
4.26 Guarantee Agreement dated as of January 21, 2003 for Street
Capital Trust II between State Street Corporation, as
guarantor, and Bank One Trust Company, N.A. as Guarantee
Trustee.
4.27 First Supplemental Indenture dated as of January 21, 2003 to
the Junior Subordinated Indenture dated as of December 15,
1996 between State Street Corporation and Bank One Trust
Company, N.A., as trustee.
4.28 Form of Floating Rate Medium Term Junior Subordinated
Debenture (included as Exhibit A to Exhibit 4.27).
4.29 Purchase Contract Agreement dated as of January 21, 2003
between State Street Corporation and Bank One Trust Company,
N.A., as Purchase Contract Agent.
4.30 Form of SPACES Certificate (included as Exhibit A to Exhibit
4.29).
4.31 Form of Separate PACES Certificate (included as Exhibit B to
Exhibit 4.29).
4.32 Form of Separate COVERS Certificate (included as Exhibit C to
Exhibit 4.29).
4.33 Pledge Agreement dated as of January 21, 2003, among State
Street Corporation, Bank One, N.A., as Collateral Agent,
Custodial Agent and Securities Intermediary, and Bank One
Trust Company, N.A. as Purchase Contract Agent.
5.5 Opinion of Ropes & Gray, counsel to State Street Corporation, as
to the validity of the Common Stock, SPACES, Junior Subordinated
Debentures and Guarantee.
5.6 Opinion of Richards, Layton & Finger, P.A., special Delaware
counsel to State Street Corporation and State Street Capital
Trust II, as to the validity of the Capital Securities.
8.1 Tax opinion of Ropes & Gray, counsel to State Street Corporation
and State Street Capital Trust II, relating to the Capital
Securities.
8.2 Tax opinion of Ropes & Gray, counsel to State Street Corporation,
relating to the SPACES.
23.4 Consent of Ropes & Gray (included in Exhibit 5.5).
23.5 Consent of Richards, Layton & Finger, P.A. (included in Exhibit
5.6).
23.6 Consent of Ropes & Gray (included in Exhibit 8.1).
23.7 Consent of Ropes & Gray (included in Exhibit 8.2).
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STATE STREET CORPORATION
Frederick P. Baughman
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Name: Frederick P. Baughman
Title: Senior Vice President,
Controller and Chief Accounting
Officer
Date: January 21, 2003
EXHIBIT INDEX
Exhibit
4.24 Amended and Restated Trust Agreement for State Street Capital Trust
II dated as of January 21, 2003 among State Street Corporation, as
Depositor, Bank One Trust Company, N.A. as Property Trustee, Bank One
Delaware, Inc., as Delaware Trustee and the Administrative Trustees
named therein.
4.25 Form of Global Capital Securities Certificate for State Street
Capital Trust II (included as Exhibit D to Exhibit 4.24).
4.26 Guarantee Agreement dated as of January 21, 2003 for Street Capital
Trust II between State Street Corporation, as guarantor, and Bank One
Trust Company, N.A. as Guarantee Trustee.
4.27 First Supplemental Indenture dated as of January 21, 2003 to the
Junior Subordinated Indenture dated as of December 15, 1996 between
State Street Corporation and Bank One Trust Company, N.A., as
trustee.
4.28 Form of Floating Rate Medium Term Junior Subordinated Debenture
(included as Exhibit A to Exhibit 4.27).
4.29 Purchase Contract Agreement dated as of January 21, 2003 between
State Street Corporation and Bank One Trust Company, N.A., as
Purchase Contract Agent.
4.30 Form of SPACES Certificate (included as Exhibit A to Exhibit 4.29).
4.31 Form of Separate PACES Certificate (included as Exhibit B to Exhibit
4.29).
4.32 Form of Separate COVERS Certificate (included as Exhibit C to Exhibit
4.29).
4.33 Pledge Agreement dated as of January 21, 2003, among State Street
Corporation, Bank One, N.A., as Collateral Agent, Custodial Agent and
Securities Intermediary, and Bank One Trust Company, N.A. as Purchase
Contract Agent.
5.5 Opinion of Ropes & Gray, counsel to State Street Corporation, as to
the validity of the Common Stock, SPACES, Junior Subordinated
Debentures and Guarantee.
5.6 Opinion of Richards, Layton & Finger, P.A., special Delaware counsel
to State Street Corporation and State Street Capital Trust II, as to
the validity of the Capital Securities.
8.1 Tax opinion of Ropes & Gray, counsel to State Street Corporation and
State Street Capital Trust II, relating to the Capital Securities.
8.2 Tax opinion of Ropes & Gray, counsel to State Street Corporation,
relating to the SPACES. 23.4 Consent of Ropes & Gray (included in
Exhibit 5.5).
23.5 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.6).
23.6 Consent of Ropes & Gray (included in Exhibit 8.1).
23.7 Consent of Ropes & Gray (included in Exhibit 8.2).