<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number: 0-5108
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A. Full title of the plan:
WENDOVER FUND, INC. EMPLOYEES' SAVINGS PLUS
AND PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
STATE STREET BOSTON CORPORATION
225 Franklin Street
Boston, MA 02110
<PAGE> 2
A. Financial Statements: Audited financial statements of Wendover
Funding, Inc. Employees' Savings Plus and Profit Sharing Plan.
1. Report of Independent Auditors
2. Statements of Net Assets Available for Plan Benefits and Fund
Information.
3. Statements of Changes in Net Assets Available for Plan Benefits
with Fund Information.
4. Notes to Financial Statements.
5. Supplementary Information:
Schedule I - Assets Held for Investment
Schedule II - Transactions or Series of Transactions in Excess
of 5% of the Current Value of Plan Assets
B. Exhibits:
1. Exhibit 23: Consent of Ernst & Young.
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<PAGE> 3
Financial Statements
and Supplemental Schedules
WENDOVER FUNDING, INC.
EMPLOYEES' SAVINGS PLUS
AND PROFIT SHARING PLAN
Years ended December 31, 1993 and 1992
with Report of Independent Auditors
<PAGE> 4
<TABLE>
Wendover Funding, Inc.
Employees' Savings Plus and Profit Sharing Plan
Financial Statements
and Supplemental Schedules
Years ended December 31, 1993 and 1992
Contents
<S> <C>
Report of Independent Auditors................................... 1
Financial Statements
Statements of Net Assets Available for Plan Benefits with Fund
Information...................................................... 3
Statements of Changes in Net Assets Available for Plan Benefits
with Fund Information............................................ 5
Notes to Financial Statements.................................... 6
Supplemental Schedules
Assets Held for Investment...................................... 10
Transactions or Series of Transactions in Excess of 5% of the
Current Value of Plan Assets................................... 11
</TABLE>
<PAGE> 5
[LOGO]
Report of Independent Auditors
Board of Directors
Wendover Funding, Inc.
We have audited the accompanying statements of net assets
available for plan benefits of the Wendover Funding, Inc.
Employees' Savings Plus and Profit Sharing Plan (Plan) as of
December 31, 1993, and the related statement of changes in net
assets available for plan benefits for the year then ended.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the Plan at December 31, 1993, and
the changes in its net assets available for plan benefits for the
year then ended, in conformity with generally accepted accounting
principles.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment at December
31, 1993, and transactions or series of transactions in excess of
5% of the current value of plan assets for the year then ended,
are presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not
a required part of the basic financial statements. The fund
information in the statement of net assets available for benefits
and the statements of changes in net assets available for
benefits are presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information have been
subjected to the auditing procedures applied in our audit of the
1993 financial statements and, in our opinion, are fairly stated
in all material respects in relation to the 1993 basic financial
statements taken as a whole.
1
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We have complied the accompanying statement of net assets
available for plan benefits as of December 31, 1992, in
accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public
Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the representation of management.
We have not audited or reviewed the statement of net assets
available for plan benefits as of December 31, 1992 and,
accordingly, do not express an opinion or any other form of
assurance on it.
ERNST & YOUNG
July 19, 1994
2
<PAGE> 7
<TABLE>
Wendover Funding, Inc.
Employees' Savings Plus and Profit Sharing Plan
Statements of Net Assets Available for Plan Benefits with Fund Information
<CAPTION>
DECEMBER 31, 1993
FUND INFORMATION
---------------------------------------
MONEY PROFIT-
MARKET INCOME EQUITY SHARING
FUND FUND FUND FUND TOTAL
------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C>
Assets
Cash and cash equivalents $169,609 $ 9,597 $ 21,989 $ 31,139 $ 232,334
Investments at fair value:
Mutual funds 245,037 348,584 593,621
Common trust fund 273,202 273,202
Receivables:
Participants' contributions 5,106 8,274 9,675 23,055
Employer contributions 2,414 3,565 4,284 10,263
Accrued income 437 721 20 83 1,261
Due from other accounts 911 911
-------- -------- -------- --------- ----------
Total assets 177,566 268,105 384,552 304,424 1,134,647
Liabilities
Due to other accounts 827 84 911
-------- -------- -------- --------- ----------
Total liabilities 827 - 84 - 911
-------- -------- -------- --------- ----------
Net assets available for
plan benefits $176,739 $268,105 $384,468 $ 304,424 $1,133,736
======== ======== ======== ========= ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 8
<TABLE>
Wendover Funding, Inc.
Employees' Savings Plus and Profit Sharing Plan
Statements of Net Assets Available for Plan Benefits with Fund
Information (Unaudited)
<CAPTION>
(UNAUDITED)
DECEMBER 31, 1992
FUND INFORMATION
---------------------------------------
MONEY PROFIT-
MARKET INCOME EQUITY SHARING
FUND FUND FUND FUND TOTAL
------ ------ ------ ------- -----
<S> <C> <C> <C> <C> <C>
Assets
Cash and cash equivalents $29,525 $ 12,696 $ 7,550 $ 90,826 $140,597
Investments at fair value:
Mutual funds - 99,098 121,994 - 221,092
Receivables:
Participants' contributions 2,896 5,191 5,096 - 13,183
Employer contributions 1,322 2,198 2,195 200,000 205,715
Accrued income 79 366 45 245 735
------- -------- -------- -------- --------
33,822 119,549 136,880 291,071 581,322
------- -------- -------- -------- --------
Total assets
Liabilities - - - - -
------- -------- -------- -------- --------
Net assets available for
plan benefits $33,822 $119,549 $136,880 $291,071 $581,322
======= ======== ======== ======== ========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 9
<TABLE>
Wendover Funding, Inc.
Employees' Savings Plus and Profit Sharing Plan
Statement of Changes In Net Assets Available for Plan Benefits
with Fund Information
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
FUND INFORMATION
----------------------------------------
MONEY PROFIT-
MARKET INCOME EQUITY SHARING
FUND FUND FUND FUND TOTAL
------ ------ ------ ------- -----
<S> <C> <C> <C> <C> <C>
Additions
Contributions:
Participants $ 55,182 $ 95,649 $101,408 $ - $ 252,239
Participant rollover 64,891 10,511 66,038 - 141,440
Employer 25,908 40,217 44,153 - 110,278
-------- -------- -------- -------- ----------
145,981 146,377 211,599 - 503,957
Investment income 2,704 6,492 28,310 2,996 40,502
Net realized and unrealized
appreciation in fair value
of investments _ 705 12,857 10,357 23,919
-------- -------- -------- -------- ----------
Total additions 148,685 153,574 252,766 13,353 568,378
Deductions
Benefit payments 5,250 8,472 2,242 - 15,964
-------- -------- -------- -------- ----------
Total deductions 5,250 8,472 2,242 - 15,964
Net increase prior
to interfund transfers 143,435 145,102 250,524 13,353 552,414
Interfund transfers, net (518) 3,454 (2,936) - -
-------- -------- -------- -------- ----------
Net additions (deductions) 142,917 148,556 247,588 13,353 552,414
Net assets available
for plan benefits
at beginning of year 33,822 119,549 136,880 291,071 581,322
-------- -------- -------- -------- ----------
Net assets available
for plan benefits
at end of year $176,739 $268,105 $384,468 $304,424 $1,133,736
======== ======== ======== ======== ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 10
Wendover Funding, Inc.
Employees' Savings Plus and Profit Sharing Plan
Notes to Financial Statements
December 31, 1993
NOTE 1. DESCRIPTION OF PLAN
The following description of the Wendover Funding, Inc. Employees'
Savings Plus and Profit-Sharing Plan ("Plan") provides only general
information. Participants should refer to the Plan agreement for more
complete information.
GENERAL: The Plan is a defined contribution plan covering all full-time
employees of Wendover Funding, Inc. (the Company), who have at least six
months of service and are age twenty-one or older. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
CONTRIBUTIONS: Each year, participants may contribute up to 10% of pretax
annual compensation, as defined in the Plan. Participants may also
contribute amounts representing distributions from other qualified defined
benefit or defined contribution plans. The Plan provides for employer
matching of participant contributions. The employer matching contribution
equals 50% on the first 6% of a participant's voluntary contribution.
Additional amounts may be contributed at the option of the Company's board
of directors. Contributions are subject to certain limitations.
The Plan also provides that the Company may, at its discretion,
contribute an amount, based on its profits, to the Plan.
PARTICIPANT ACCOUNTS: Each participant's account is credited with the
participant's contributions and allocations of the Company's
contributions and Plan earnings. Allocations are based on participant
earnings or account balances, as defined. Forfeited balances of
terminated participants' nonvested accounts are used to reduce future
company contributions. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.
VESTING: Participants are immediately vested in their contributions plus
actual earnings thereon. Vesting in the Company contribution portion
of their accounts plus actual earnings thereon is based on years of
continuous service at a rate of 20% per year such that a participant is
100% vested after 5 years of credited service.
INVESTMENT OPTIONS: Upon enrollment in the Plan, a participant may direct
employer and employee contributions in 25% increments in any of three
investment options:
Income Fund - Funds are invested in shares of a registered
investment company that invests primarily in U.S. Government
securities. (Federated Short-Intermediate Government Trust)
Equity Fund - Funds are invested in shares of a registered
investment company that invests primarily in common stocks and
similar equities. (Fidelity Magellan Fund)
6
<PAGE> 11
Wendover Funding, Inc.
Employees' Savings Plus and Profit Sharing Plan
Notes to Financial Statements (continued)
NOTE 1. DESCRIPTION OF PLAN (CONTINUED)
Money Market Fund - Funds are invested in shares of a registered
investment company that invests primarily in certificates of
deposit and other bank products that generally mature in less than
on year. (Managed by Southern National Bank, the Plan's trustee.)
Participants may change their investment options twice a year.
PAYMENT OF BENEFITS: On termination of service due to death, disability
or retirement, a participant may elect to receive either a lump-sum
amount equal to the value of the participant's vested interest in his or
her account, or annual installments over a reasonable time period. For
termination of service due to other reasons, a participant may receive
the value of the vested interest in his or her account as a lump-sum
distribution.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING: The accounting records of the Plan are maintained
on the accrual basis.
VALUATION OF INVESTMENTS AND INCOME RECOGNITION: The Plan's investments
in mutual funds are valued at the closing price for mutual funds which
represents the net asset value set by the mutual funds on the last
business day of the Plan year. Security transactions are accounted for
on the trade-date basis. Dividends are recorded on the dividend-payable
date.
ADMINISTRATIVE EXPENSES: Administrative expenses incurred in the
operation of the Plan are paid by the Company.
PAYMENT OF BENEFITS: Benefits are recorded when paid.
NOTE 3. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company
has the right under the Plan to discontinue its contributions at
any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will
become 100% vested in their accounts.
7
<PAGE> 12
Wendover Funding, Inc.
Employees' Savings Plus and Profit Sharing Plan
Notes to Financial Statements (continued)
NOTE 4. INVESTMENTS
The Plan's investments are held by a bank administered trust
fund. At December 31, 1993, the fair value of individual
investments in excess of 5% of net assets available for benefits are:
<TABLE>
<S> <C>
Cash and cash equivalents:
Southern National Bank Money
Market Employee Benefit Account $ 232,584
Mutual funds:
Fidelity Magellan Fund 348,584
Federated Short-Intermediate
Government Trust 245,037
Common trust funds:
Employee Benefit Trust Bond Fund 219,910
</TABLE>
NOTE 5. INCOME TAX STATUS
The Plan obtained its latest determination letter on October 22,
1993, in which the Internal Revenue Service stated that the Plan,
as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been
amended since receiving the determination letter. However, the
Plan administrator and the Plan's tax counsel believe that the
Plan is currently designed and being operated in compliance with
the applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included in the
Plan's financial statements.
NOTE 6. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for
benefits at December 31, 1993 per the financial statements to the
Form 5500:
<TABLE>
<S> <C>
Net assets available for benefits
per the financial statements $1,133,736
Amounts allocated to withdrawn
participants (32,881)
Accrual of investment income (1,261)
----------
Net assets available for benefits
per the Form 5500 $1,099,594
==========
</TABLE>
8
<PAGE> 13
Wendover Funding, Inc.
Employees' Savings Plus and Profit Sharing Plan
Notes to Financial Statements (continued)
NOTE 6. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 (CONTINUED)
The following is a reconciliation of benefits paid to
participants per the financial statements for the year ended
December 31, 1993 to the Form 5500:
<TABLE>
<S> <C>
Benefits paid to participants
per the financial statements $ 15,964
Amounts allocated to withdrawn
participants at December 31, 1993 32,881
--------
$ 48,845
========
</TABLE>
NOTE 7. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
Effective July 1, 1994, the Plan will offer an additional
investment option. Plan participants may elect to direct
contributions in 25% increments into the State Street Boston
Corporation Stock Fund. This fund is principally invested in the
common stock of State Street Boston Corporation, which is the
parent company of Wendover Funding, Inc.
Southern National Bank, the Plan's trustee, serves as the
depository for Plan assets invested in the Money Market Fund.
9
<PAGE> 14
SUPPLEMENTAL SCHEDULES
<PAGE> 15
<TABLE>
Wendover Funding, Inc.
Employees' Savings Plus and Profit Sharing Plan
Schedule I
Assets Held for Investment
December 31, 1993
<CAPTION>
UNITS OR CURRENT
DESCRIPTION PAR VALUE COST VALUE
- - ----------- --------- --------- ----------
<S> <C> <C> <C>
CASH AND CASH EQUIVALENTS
Southern National Bank Money Market
Employee Benefit Account 232,334 $ 232,334 $ 232,334
MUTUAL FUNDS
Fidelity Magellan Fund 4,920 343,232 348,584
Federated Short-Intermediate
Government Trust Fund 23,293 243,841 245,037
---------- ----------
587,073 593,621
COMMON TRUST FUNDS
Employee Benefit Trust Bond Fund 8,283 212,900 219,910
Equity Fund for Employee Benefit
Trusts 1,656 49,945 53,292
---------- ----------
262,845 273,202
Total investments $1,082,252 $1,099,157
========== ==========
</TABLE>
10
<PAGE> 16
<TABLE>
Wendover Funding, Inc.
Employees' Savings Plus and Profit Sharing Plan
Schedule II
Schedule of Reportable Transactions
<CAPTION>
IDENTITY OF NUMBER
PARTY OF PURCHASE SELLING COST OF NET GAIN
INVOLVED DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE ASSET OR (LOSS)
- - ---------------------- ------------------------ ------------ -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Southern National Bank Southern National Bank 157 $1,039,107 $ - $1,039,107 $ -
Money Market 108 - 940,371 940,371 -
Southern National Bank Federated Short-Intermediate 14 155,834 - 155,834 -
Government Trust 2 - 10,492 10,600 108
Southern National Bank Fidelity Magellan Fund 14 213,933 - 213,933 -
1 - 200 200 -
Southern National Bank Employee Benefit Trust 6 212,900 - 212,900 -
Bond Fund
Southern National Bank Equity Fund for Employee 4 49,945 - 49,445 -
Benefit Trust
</TABLE>
11
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the members of the Plan Administrative Committee of the Wendover
Funding, Inc. Employees' Savings Plus and Profit Sharing Plan have duly
caused this annual report to be signed by the undersigned, thereunto duly
authorized.
WENDOVER FUNDING, INC.
EMPLOYEES' SAVINGS PLUS AND PROFIT
SHARING PLAN
Date: September 21, 1994 By: /s/ Jeffrey S. Taylor
-------------------------------
Jeffrey S. Taylor,
Member of Plan
Administrative Committee
By: /s/ Kenneth L. Austin
-------------------------------
Kenneth L. Austin,
Member of Plan
Administrative Committee
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 dated September 22, 1994 pertaining to the
Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan
of Wendover Funding, Inc. of our report dated July 19, 1994 with respect
to the financial statements and schedules of the Wendover Funding, Inc.
Employees' Savings Plus and Profit Sharing Plan included in its annual
report (Form 11-K) for the year ended December 31, 1993.
ERNST & YOUNG LLP
Winston-Salem, North Carolina
September ___, 1994
