Form U-3A3-1 PRIVATE
(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, 1999
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 Number of Shs
Name of Debtor Co Amt.of Loan Of 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 thereunder 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 Position
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:
29 March 1999
[CORPORATE SEAL] State Street Bank and Trust Company
(subsidiary of State Street Boston Corp.)
Attest:
(Name of Bank)
By
/s/Mary-Sue Spain /s/Janet A. Denneen
(Signature of Officer) (Signature of Officer)
Assistant Vice-President Assistant Secretary
(Title) (Title)
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<F1>
Name of Company Total Owned,
and Description Controlled or Nature of
of Securities Total Outstanding Held by Bank Holding
(a) (b) (c) (d)
Bethlehem Steel Corp.
(The Manufacturers Water Co.)
Common Stock 130,146,988 10,250,579 shs As Trustee
Or Inv.
Advisor
First Energy
(Ohio Edison, Centurion Energy)
Common Stock 237,069,087 12,414,100 shs As Trustee,
Co-Trustee
Or Inv.
Advisor
Edison International
(Southern California Edison)
Common Stock 434,888,104 34,685,992 shs As Trustee
Or Inv.
Advisor
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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 willful, 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.
