SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to _______
Commission file number __________
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
STATE STREET BOSTON CORPORATION AND CERTAIN RELATED
COMPANIES SALARY SAVINGS PROGRAM
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, Massachusetts 02110
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the Salary Savings Program Committee of
State Street Boston Corporation has duly caused this annual
report to be signed by the undersigned hereunto duly authorized.
STATE STREET BOSTON CORPORATION
AND CERTAIN RELATED COMPANIES
SALARY SAVINGS PROGRAM
Dated: May 31, 1994 By: s/George J. Fesus
------------------------------------
George J. Fesus
Treasurer & Chief Financial Officer
State Street Boston Corporation
<PAGE>
AUDITED FINANCIAL STATEMENTS
AND SCHEDULES
STATE STREET BOSTON CORPORATION
AND CERTAIN RELATED COMPANIES
SALARY SAVINGS PROGRAM
Years ended December 31, 1993 and 1992
<PAGE>
STATE STREET BOSTON CORPORATION AND CERTAIN RELATED COMPANIES
SALARY SAVINGS PROGRAM
AUDITED FINANCIAL STATEMENTS AND SCHEDULES
Years ended December 31, 1993 and 1992
CONTENTS
Report of Independent Auditors . . . . . . . . . . . . . . . . .1
Audited Financial Statements
Statements of Net Assets Available for Plan Benefits . . . . . .2
Statements of Changes in Net Assets Available for Plan Benefits.3
Notes to Financial Statements. . . . . . . . . . . . . . . . . .4
Schedules
Assets Held for Investment . . . . . . . . . . . . . . . . . . 10
Transactions or Series of Transactions in Excess of 5% of
the Current Value of Plan Assets . . . . . . . . . . . . . 11
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Salary Savings Program Committee
State Street Boston Corporation
We have audited the accompanying statements of net assets
available for plan benefits of the State Street Boston
Corporation and Certain Related Companies Salary Savings Program
(the Plan) as of December 31, 1993 and 1992, and the related
statements of changes in net assets available for plan benefits
for the years 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
audits.
We conducted our audits 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 audits provide 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
1992, and the changes in its net assets available for plan
benefits for the years then ended, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment as of
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 financial statements.
The supplemental schedules 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 financial statements taken as a whole.
ERNST & YOUNG
Boston, Massachusetts
April 1, 1994
1
<PAGE>
STATE STREET BOSTON CORPORATION AND CERTAIN RELATED COMPANIES
SALARY SAVINGS PROGRAM
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
[NOTE: FINANCIALS ARE BEING SUBMITTED IN PAPER
FORM UNDER COVER FORM-SE PURSUANT TO ITEM 311(C)
OF REGULATION S-T.]
2
<PAGE>
STATE STREET BOSTON CORPORATION AND CERTAIN RELATED COMPANIES
SALARY SAVINGS PROGRAM
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
[NOTE: FINANCIALS ARE BEING SUBMITTED IN PAPER
FORM UNDER COVER FORM-SE PURSUANT TO ITEM 311(C)
OF REGULATION S-T.]
3
<PAGE>
STATE STREET BOSTON CORPORATION AND CERTAIN RELATED
COMPANIES SALARY SAVINGS PROGRAM
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
1. SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the State Street Boston Corporation and
Certain Related Companies Salary Savings Program (the Plan) are
maintained on the accrual basis.
Investments are stated at fair value. Securities included in the
Stock Fund, Company Stock Fund, Bond Fund and International Index
Fund for Employee Trusts of State Street Bank and Trust Company
are valued in the following manner. Investments listed on
securities exchanges are valued at closing sales prices on the
last business day of the year. In the case of unlisted
securities, the valuation is the last published sales price, or
the mean between the bid and asked price, whichever is more
recent. Securities included in the Short-Term Investment Fund
for Employee Trusts of State Street Bank and Trust Company are
short-term instruments and are valued at cost, which approximates
fair value. Investments in the Guaranteed Investment Fund for
Employee Trusts of State Street Bank and Trust Company are units
representing investments in guaranteed investment contracts of
insurance companies which are rated AAA or AA by the major rating
agencies. Most contracts range from one- to five-year maturities
and provide a fixed rate of return. Contracts are valued at
their stated contract value at maturity.
The change in the difference between fair value and the cost of
investments is reflected in the statement of changes in net
assets available for plan benefits as unrealized appreciation
(depreciation) in the fair value of investments.
The realized gain or loss on sale of investments is the
difference between the proceeds received and the average cost of
investments sold.
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution Plan. All full-time employees
and employees who have completed one year of employment or 1,000
hours of service are eligible to participate in the Plan.
Participants in the Plan are fully vested when they become
members. Upon retirement or other termination of employment,
employees may elect to defer the payment of their benefits and
remain in the plan at which time the participants become
nonactive.
4
<PAGE>
STATE STREET BOSTON CORPORATION AND CERTAIN RELATED
COMPANIES SALARY SAVINGS PROGRAM
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Active participants may elect to make tax deferred contributions
to the Plan equal to 2%, 4%, 6%, 8%, 10% or 12% of their
compensation, subject to certain limitations defined in the Tax
Reform Act of 1986. Contributions to the Plan are made by the
employer in amounts equal to 50% of the first 6% of the
employee's tax deferred contribution.
All contributions to the Plan are paid to State Street Bank and
Trust Company which holds them in trust exclusively for
participants and their beneficiaries, invests them and makes
benefit payments as they become due. Effective January 1, 1989,
all future employer contributions and earnings thereon are not
available for hardship withdrawal.
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 be
100 percent vested in their accounts.
3. INVESTMENT FUNDS
Each active participant may allocate the funds held in his or her
account among five Investment Funds, the assets of which mainly
consist of investments in pooled funds managed by State Street
Bank and Trust Company. Nonactive participants may only invest
in the Short-Term Investment Fund. A description of the
Investment Funds follows:
Stock Fund--The Fund is invested in a portfolio of common stocks
and common stock equivalents.
Company Stock Fund--The Fund is invested in shares of the common
stock of State Street Boston Corporation.
Short-Term Investment Fund--The Fund is invested in a portfolio
of short-term money market instruments.
Guaranteed Investment Fund--The Fund is invested in a portfolio
of guaranteed investment contracts issued by insurance companies
rated AA or AAA.
5
<PAGE>
STATE STREET BOSTON CORPORATION AND CERTAIN RELATED
COMPANIES SALARY SAVINGS PROGRAM
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENT FUNDS (CONTINUED)
International Index Fund--The Fund is invested in a portfolio of
diversified foreign stocks.
The following table summarizes the number of participants in each
of the five Funds and the number of units and net asset value per
unit each Fund has invested in the State Street Bank and Trust
Company Investment Funds for Employee Trusts at December 31, 1993
and 1992:
NUMBER NUMBER NET ASSET
OF OF VALUE OF
1993 PARTICIPANTS UNITS UNIT
- ---- ------------ ---------- ----------
Stock Fund
Stock Fund 3056 580,639 34,228,697
Short-Term Investment Fund
Company Stock Fund
State Street Boston Corporation
Common Stock 4958 1,961,107 73,541,513
Short-Term Investment Fund 1,187,000 1,187,000
Short-Term Investment Fund
Short-Term Investment Fund 2434 33,613,000 33,613,000
Guaranteed Investment Fund
Guaranteed Investment Fund 1764 12,999,086 12,999,086
Short-Term Investment Fund 196,000 196,000
International Index Fund
International Index Fund 1716 313,849 8,235,424
Short-Term Investment Fund 245,000 245,000
6
<PAGE>
STATE STREET BOSTON CORPORATION AND CERTAIN RELATED
COMPANIES SALARY SAVINGS PROGRAM
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENT FUNDS (CONTINUED)
NUMBER NUMBER NET ASSET
OF OF VALUE OF
1992 PARTICIPANTS UNITS UNIT
- ---- ------------ ---------- ----------
Stock Fund 2,786
Stock Fund 507,328 $50.05
Short-Term Investment Fund 89,000 1.00
Company Stock Fund 5,107
State Street Boston Corporation
Common Stock 1,873,061 43.75
Short-Term Investment Fund 709,000 1.00
Short-Term Investment Fund 2,398
Short-Term Investment Fund 34,899,000 1.00
Guaranteed Investment Fund 1,509
Guaranteed Investment Fund 8,591,535 1.00
Short-Term Investment Fund 40,000 1.00
International Index Fund 1,169
International Index Fund 215,371 19.81
Short-Term Investment Fund 179,000 1.00
7
<PAGE>
STATE STREET BOSTON CORPORATION AND CERTAIN RELATED
COMPANIES SALARY SAVINGS PROGRAM
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. INVESTMENTS
The net realized gain on sale of investments for the years ended December 31,
1993 and 1992 was as follows:
<TABLE>
<CAPTION>
STOCK FUND COMPANY STOCK FUND INTERNATIONAL INDEX TOTAL
1993 1992 1993 1992 1993 1992 1993 1992
-------------------- --------------------- ------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Proceeds $2,934,320 $577,277 $14,246,594 $152,014 $3,215,047 $0 $20,395,961 $729,291
Average cost of investments 2,440,070 497,664 12,893,615 53,748 3,190,842 0 18,524,527 551,412
-------------------- --------------------- ------------------- ---------------------
Net gain on sale of
investments $ 494,250 $ 79,613 $ 1,352,979 $ 98,226 $ 24,205 $0 $ 1,871,434 $177,879
==================== ===================== =================== =====================
</TABLE>
The unrealized appreciation (depreciation) in fair value of investments for
1993 and 1992 was as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1993 1992
---------------------------
<S> <C> <C>
Unrealized appreciation at beginning of year $63,291,704 $41,306,733
Unrealized appreciation at end of the year 56,449,214 63,291,704
---------------------------
Unrealized appreciation (depreciation) in fair value of
investments $(6,842,490) $21,984,971
===========================
</TABLE>
8
<PAGE>
STATE STREET BOSTON CORPORATION AND CERTAIN RELATED
COMPANIES SALARY SAVINGS PROGRAM
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. LOANS
Under the provisions of the Plan, as amended, active participants
may be granted loans from the assets of the Plan subject to the
approval of the plan administrator. As of December 31, 1993,
1,248 active participants had loan balances outstanding. These
loans are secured by the participant's account balance and carry
a market rate of interest. All principal repayments and interest
payments are made through payroll deduction and credited to the
participant's account. The Plan accounts for loans in a
special account separate from the five funds.
6. TRANSACTIONS AND AGREEMENTS WITH PARTIES-IN-INTEREST
All costs and expenses incurred in connection with the operation
of the Plan are borne by State Street Boston Corporation.
7. INCOME TAX STATUS
The Plan as originally established was ruled by the Internal
Revenue Service to qualify under Section 401 of the Internal
Revenue Code and to be tax exempt under Section 501.
Contributions by participants to this Plan were made out of their
after-tax earnings and were not deductible by them.
The Plan was amended effective October 1, 1983 to conform to the
provisions of Section 401(k) whereby participants are now allowed
to allocate up to 12% of their gross earnings as their
contribution to the Plan. Participants are not taxed on either
the employer's or their own contributions or on any plan earnings
with respect to funds held in their accounts until these amounts
are withdrawn or distributed.
Distributions to, or withdrawals by a participant of amounts
contributed prior to October 1, 1983, are currently taxable to
him or her (unless transferred to an Individual Retirement
Account qualified or another qualified plan under Section 408 of
the Internal Revenue Code within 60 days of receipt) to the
extent they represent an amount other than the Participant's own
contributions, and are not taxable to the Participants to the
extent they represent a return of their own contributions.
The Plan, as amended above, received a favorable determination
from the Internal Revenue Service and, therefore, the Plan is not
subject to taxation under present income tax laws.
9
<PAGE>
STATE STREET BOSTON CORPORATION AND CERTAIN RELATED
COMPANIES SALARY SAVINGS PROGRAM
ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1993
DESCRIPTION CURRENT
IDENTITY OF ISSUE OF INVESTMENT COST VALUE
- ---------------------------------------------------------------------------
State Street Bank and Trust
Company Investment
Funds for Employee
Trusts:
Matrix Stock Fund 580,639 units of
participation $ 25,040,612 $ 34,228,697
Company Stock Fund 1,961,107 units of
participation 27,435,147 73,541,513
Short-Term Investment 35,271,000 units of
Fund participation 35,271,000 35,271,000
Guaranteed Investment 12,999,086 units of
Fund participation 12,999,086 12,999,086
International Index 313,849 units of
Fund participation 7,080,650 8,235,424
---------------------------
$107,826,495 $164,275,720
===========================
10
<PAGE>
<TABLE>
STATE STREET BOSTON CORPORATION AND CERTAIN RELATED
COMPANIES SALARY SAVINGS PROGRAM
TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF
5% OF THE CURRENT VALUE OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1993
<CAPTION>
CURRENT
VALUE OF
COST OF ASSET ON
PURCHASE SELLING ASSET TRANSACTION NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE SOLD DATE (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
Category (iii) - Series of
securities transactions in
excess of 5% of plan
assets.
State Street Bank and Trust
Company - Short-Term 28,223,000 units of
Investment Fund participation $28,223,000 $28,223,000
State Street Bank and Trust
Company - Short-Term 29,053,000 units of
Investment Fund participation $29,053,000 $29,053,000
S&P Matrix Stock Fund 114,359 units of
participation 6,148,626 6,148,626
41,042 units of participation 2,209,320 1,715,070 $ 494,250
State Street Bank Stock
Fund 176,164 units of
participation 6,370,264 6,370,264
88,118 units of participation 2,631,649 1,278,670 1,352,979
Guaranteed Investment 7,243,489 units of
Fund participation 7,243,489 7,243,489
2,835,938 units of
participation 2,835,938 2,835,938
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1993.
11
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective
Amendment Number 2 to the Registration Statement (Form S-8 No.
2-68696) pertaining to State Street Boston Corporation, of our
report dated April 1, 1994 with respect to the financial
statements and schedules of State Street Boston Corporation and
Certain Related Companies Salary Savings Program included in this
Annual Report (Form 11-K) for the year ended December 31, 1993.
ERNST & YOUNG
Boston, Massachusetts
May 26, 1994
12
