Form U-3A3-1
(As adopted December 29, 1950)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-3A3-1
TWELVE-MONTH STATEMENT BY BANK CLAIMING EXEMPTION AS A
HOLDING COMPANY, OR EXEMPTION FROM SECTION 9(a)(2) OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 UNDER RULE 3 OF
THE GENERAL RULES AND REGULATIONS UNDER THE ACT
(Note: No statement on this form need to be filed unless an answer
other than "None" is required under items 1 or 2.)
Statement for 12-month period ending February 28, 1998
Name of Bank State Street Bank and Trust Company (subsidiary of
State Street Boston Corporation)
Address 225 Franklin Street, Boston, MA 02110
Organized in the year 1792 under the laws of MASSACHUSETTS and
subject to regulation or examination under the laws of
Massachusetts
If the statement is submitted by a receiver, conservator, or
liquidating agent, state name and status: N/A
IT IS HEREBY CERTIFIED BY THE UNDERSIGNED THAT ACCORDING TO THE
RECORDS OF THE UNDERSIGNED AND TO THE BEST OF ITS KNOWLEDGE AND
BELIEF:
1. The following tabulation sets forth the total amount of voting
securities of each public-utility company or holding company which
the bank, as of the end of the 12-month period, owned, controlled
or held in any one or more of the following categories:
(i) beneficially; or
(ii) as trustee or in any fiduciary capacity other than a
customary custodian relationship; or
(iii) as collateral to secure any bond, note or other evidence of
indebtedness which is in default as to interest or principal
for a period of 90 days or more or which has been placed by
a Federal or State supervisory agency in classes II,III or
IV, or comparable loan classifications.
Name of Company Total Owned,
and Description Controlled or Nature of
of Securities Total Outstanding Held by Bank Holding
(a) (b) (c) (d)
<F1>
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Instructions to Item 1.
1. Securities representing less than 5% of the outstanding voting
securities of the issuer need not be reported unless the issuer is
a company named in the answer to item 2 or item 3 of this form.
2. No securities need to be reporting which are owned, controlled
or held under a collateral trust agreement or mortgage, securing
bonds or any similar instruments, which is not in default as to
principal or interest for a period of 90 days or more, unless such
trust agreement or mortgage gives the bank the right to vote
securities pledged thereunder prior to default.
3. Only the class of voting securities need be described which was
owned, controlled or held by the bank. Other securities of the
same issuer need not be described.
4. In column (b) state the total number of shares outstanding of
the class of securities described in column (a).
5. Under column (d) "Nature of Holdings," indicate by appropriate
symbol upon what basis the bank hold the security, e.g., "(i)" if
beneficially held, "(ii) as trustee, etc.
2. The following tabulation sets forth all loans which the bank
had outstanding, as of the end of the 12-month period, to any
public-utility company or holding company not in a registered
holding company system, which were in default or placed by a
Federal or State bank supervisory agency in classes II, III or IV
or comparable loan classification:
Voting Securities of Public-Utility Pledged to Secure Such Loans
Description of Number of Shs
Name of Debtor Co Amt of Loan Security Pledged
(a) (b) (c) (d)
NONE
Instructions to Item 2.
1. In column (a) indicate by a symbol loans which were in default
as to interest or principal for 90 days or more or which were
carried on the books of the bank at less than principal amount or
for which a specific reserve was carried.
2. Loans extended in conjunction or participation with others
should be so
designated and the proportionate interest of the bank in the loan
and the security pledged there-under should be indicated.
3. See General Instruction 7. Public disclosure.
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3. The following tabulation identifies all representatives of the
bank on the board of directors of any public-utility or holding
agency, and all officers, employees or directors of the bank who
were officers or directors of any such company, at the end of the
12-month period:
Name of Name of Official Position Official Pos
Company Individual with Company with Bank
(a) (b) (c) (d)
NONE
4. The following tabulation sets forth all loans to any officer or
director of any company listed in the answer to item 1 or item 2
hereof, in excess of $25,000 principal amount and not fully
secured, which the bank had outstanding as of the end of the
12-month period:
Name of Name of Position of Borrower Amount of
Company Borrower With Company Loans
(a) (b) (c) (d)
NONE
Instructions to Item 4.
1. The term "fully secured" means secured by readily marketable
securities dealt in on any national securities exchange or in any
recognized over-the-counter market, equal in value at least to the
amount of the loan, or secured by life insurance policies having a
cash surrender value at least equal to the amount of the loan.
2. Loans extended in conjunction or participation with others
should be so indicated and the proportionate interest of the bank
in
the loan indicated.
3. See General Instruction 7.Public disclosure.
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5. The following tabulation sets forth all notes or other
evidences of indebtedness in excess of $100,000 aggregate principal
amount owing by any company, listed in the answer to item 1 of this
statement, or by any subsidiary of such company, owned beneficially
by the bank at the end of the 12-month period and not reported
under item 2 of this statement.
Name of Company Amount of Indebtedness Form of
Indebtedness
(a) (b) (c)
Ohio Edison Co. $22,293,000 Leveraged lease
secured by letter
of credit issued
by Societe Generale
6. The following tabulation sets forth and describes all
arrangements under which the bank received fees in excess of
$10,000 during the 12-month period from any of the companies listed
in the answers to items 1, 2 or 3 of this statement, or from any
subsidiary of any such company, in the bank's capacity as indenture
trustee, transfer agent, registrar or paying agent in respect of
securities issued or assumed by the company:
Name of Company Amount of Fees Services for Which Fees
Were Paid
(a) (b) (c)
Ohio Edison $45,795 Owner/Trustee
Leveraged Lease
7. This statement covers all foreign as well as domestic offices
of this bank and its subsidiaries, except as follows:
27 March 1998
[CORPORATE SEAL] State Street Bank and Trust Company
(subsidiary of State Street Boston Corp.)
Attest:
(Name of Bank)
By
/s/Mary-Sue Spain /s/Kathleen A. Anderson
(Signature of Officer) (Signature of Officer)
Assistant Vice-President Assistant Secretray
(Title) (Title)
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GENERAL INSTRUCTIONS FOR FORM U-3A3-1
1. Use of form. - A bank is not exempt from any provision of the
Public Utility Holding Company Act of 1935 by virtue of Rule U-3
unless the bank holds on the last day of February of any year no
securities or evidence of indebtedness of the type and amounts
required to be reported under items 1 or 2 of this form or unless,
holding any such securities or evidences of indebtedness at such
date, it thereafter files a statement on Form U-3A3-1 to cover the
preceding 12-month period.
The entire form should be filed out. If a particular item is
inapplicable or if the answer is "None," so state.
2. Time of filing. - In order to keep on file with the Commission
an effective statement, the bank should file a statement on form
U-3A3-1, as of the last day of February in each year, within 30
days thereafter.
3. Number of copies. - Only the original needs to be filed. If a
duplicate is submitted, it will be returned to the bank stamped to
show date of receipt by the Commission.
4. Meaning of terms. - The terms "public-utility company,"
"holding company" and "voting securities" shall have the meanings
set forth in Section 2(a) of the Act. The term "public-utility
company" need not include any company declared not to be such
pursuant to Sections 2(a)(3) or 2(a)(4) of the Act or any company
which drives no material part of its income, directly or
indirectly, from sources within the United States. The term
"holding company" need not include any company declared not to be
such pursuant to Section 2(a)(7) or which is either exempt as such
pursuant to a rule or order under subsections (3), (4) or (5) of
Section 3(a) of the Act or has pending an application for exemption
under any of such subsections. The terms "officer" and "director"
have the meanings set forth in Rule U-70(c).
Securities owned, controlled, or held by branches of the bank,
including domestic and foreign branches, offices, and subsidiaries,
shall be considered as owned, controlled, or held by the bank.
Securities owned, controlled, or held by a foreign branch or office
of the bank or of a subsidiary of the bank (in the regular course
of business of such branch, office or subsidiary) need not be
included provided the principal amount or par or stated value of
the securities of any one company so owned, controlled, or held by
any such branch or office does not exceed $10,000. Securities
issued by subsidiaries of holding companies are owned, controlled,
or held by the bank.
5. Limitation on responsibility of bank. - The filing of a
statement on this form shall be deemed a representation by the bank
that it has made reasonable efforts to ascertain whether companies
whose voting securities it owned, controlled, or held are
public-utility companies or holding companies as defined in the
Act, but the bank shall not be responsible for failure in good
faith to include in the statement data as to its holdings in any
company whose name or general reputation does not indicate a
probability that it is such a company.
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A statement shall not be invalid because of any inaccuracy which
is not wilful, provided the inaccuracy is corrected when brought to
the attention of the bank.
The inclusion of any security in the statement shall not (unless
otherwise expressly stated therein) be deemed an admission that the
bank does in fact own, control, or hold the power to vote such
security within the meaning of Section 2(a)(7)(A) of the Act. The
inclusion of the securities of any company shall not be deemed an
expression of any option by the bank that such company is in fact
subject to the provisions of the Act.
6. Foreign branches. - Where the bank cannot conveniently include
in this statement information as to one or more foreign branches,
the bank shall indicate this omission in answer to item 7 of the
statement, and as early as possible, shall file a second statement
on this form with respect to such branches. To the extent that it
may not be feasible to supply information concerning any foreign
branch the bank may request written instructions to modify certain
items of the form in so far as they concern such branch or to
furnish such information as of a different date.
7. Public disclosure. - The bank may object, pursuant to the
provisions of Rule U-104, to public disclosure of any information
contained in this statements on this form. If any such objection
concerning a customer's loan or credit is made on behalf of the
customer's loan or credit is made on behalf of the customer as well
as the reporting bank, no disclosure thereof will be made without
notice both to the bank and such customer.
8. Reliance on statistical manuals. - A bank shall be entitled to
rely on any standard manual of financial data to determine the
total number of shares of any class of outstanding voting
securities, the voting rights of any securities, the assets of any
company and the names of the directors of any company.
<F1>
Name of Company Total Owned,
and Description Controlled or Nature of
of Securities Total Outstanding Held by Bank Holding
(a) (b) (c) (d)
Amoco Corporation
(Amoco Gas Co.)
Common Stock 483,023,808 37,144,432 shs As Trustee,
Co-Trustee
or
Inv. Advisor
Bethlehem Steel Corp.
(The Manufacturers Water Co.)
Common Stock 115,403,718 8,629,144 shs As Trustee
or
Inv. Advisor
Ohio Edison Company
Common Stock 230,207,141 15,020,005 shs As Trustee,
Co-Trustee
or
Inv. Advisor
Stanley Works
(Farmington River Co.)
Common Stock 88,984,789 20,153,050 shs As Trustee,
Co-Trustee
or
Inv. Advisor
