<PAGE> 1
Pursuant to Rule 424(b)(3)
File No. 33-59505
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 19, 1995
[LOGO]
2,986,111 SHARES
STATE STREET BOSTON CORPORATION
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
------------------------------
All of the shares of Common Stock offered hereby are being sold by the
Selling Stockholder named in the accompanying Prospectus. State Street's Common
Stock is listed on the New York Stock Exchange under the symbol "STT".
The last reported sale price of State Street's Common Stock on June 20,
1995 on the New York Stock Exchange Composite tape was $37 1/8 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------
Goldman, Sachs & Co. as the Underwriters have agreed to purchase from the
Selling Stockholder the shares of Common Stock offered hereby at a price of
$35.15 per share ($104,961,802 in the aggregate). State Street has agreed to pay
expenses estimated at approximately $233,851 in connection with this offering.
The shares of Common Stock may be offered by the Underwriters from time to
time in one or more transactions on the New York Stock Exchange or otherwise, at
market prices prevailing at the time of sale or at negotiated prices. See "Plan
of Distribution" in the accompanying Prospectus.
State Street and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
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The shares of Common Stock are offered by the Underwriters subject to
receipt and acceptance by them and subject to their right to reject any order in
whole or in part. It is expected that the shares of Common Stock will be ready
for delivery in New York, New York on or about June 26, 1995.
GOLDMAN, SACHS & CO.
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The date of this Prospectus Supplement is June 21, 1995.
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[LOGO]
2,986,111 SHARES
STATE STREET BOSTON CORPORATION
COMMON STOCK
The Common Stock of State Street Boston Corporation, a Massachusetts
corporation ("State Street"), par value $1.00 per share (the "Common Stock")
offered hereby is held by Kemper Financial Services, Inc. ("Kemper" or the
"Selling Stockholder"), who may from time to time offer for sale shares of the
Common Stock. See "Selling Stockholder." State Street will not receive any
proceeds from the sale by Kemper of the Common Stock.
The Selling Stockholder has advised State Street that it proposes to
offer the Common Stock offered hereby for sale, from time to time, to purchasers
directly, or through agents, or through brokers in brokerage transactions on
the New York Stock Exchange, or to underwriters or dealers in negotiated
transactions or in a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Brokers,
dealers, agents and underwriters that participate in the distribution of the
Common Stock offered hereby may be deemed to be underwriters under the
Securities Act of 1933 as amended, and together with the rules and regulations
thereunder (the "Securities Act"), and any discounts or commissions received by
them from the Selling Stockholder and any profit on the resale of the Common
Stock offered hereby by them may be deemed to be underwriting discounts and
commissions under the Securities Act. The Selling Stockholder may be deemed to
be an underwriter under the Securities Act. The Selling Stockholder will pay
all applicable stock transfer taxes, brokerage commissions, underwriting
discounts or commissions and any fees of Selling Stockholder's counsel, but
State Street will bear all other expenses in connection with the offering made
hereunder. State Street has agreed to indemnify the Selling Stockholder and
underwriters of the Selling Stockholder against certain liabilities, including
certain liabilities under the Securities Act, in connection with the
registration and the offering and sale of the Common Stock offered hereby. See
"Plan of Distribution".
The Common Stock is listed on the New York Stock Exchange (the "NYSE")
under the symbol "STT". The last reported sale price of the Common Stock on the
NYSE Composite Tape on June 16, 1995 was $36-1/2 per share.
If necessary, certain information relating to Kemper, the terms of each
sale of Common Stock offered hereby, including the public offering price, the
names of any underwriters or agents, the compensation, if any, of such
underwriters or agents and the other terms in connection with the sale of the
Common Stock, in respect of which this Prospectus is delivered will be set forth
in an accompanying Prospectus Supplement (the "Prospectus Supplement").
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
The date of this Prospectus is June 19, 1995.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF STATE STREET SINCE THE DATE
HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
STATEMENT OF AVAILABLE INFORMATION
State Street is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the Commission's regional offices at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
13th Floor, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The shares of State Street's Common
Stock including the associated preferred share purchase rights under the Rights
Agreement, dated as of September 15, 1988, as amended, are listed on the NYSE.
Reports, proxy statements and other information concerning State Street can also
be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
State Street has filed with the Commission a Registration Statement
under the Securities Act with respect to the Common Stock to which this
Prospectus relates. This Prospectus does not contain all the information set
forth in the Registration Statement, certain portions of which have been omitted
as permitted by the rules and regulations of the Commission. For further
information with respect to State Street and the Common Stock, reference is made
to the Registration Statement, including the exhibits thereto. The Registration
Statement may be inspected by anyone without charge at the principal office of
the Commission in Washington, D.C., and copies of all or part of it may be
obtained from the Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by State
Street are incorporated in this Prospectus by reference and made a part hereof:
(1) State Street's Annual Report on Form 10-K for the year ended
December 31, 1994, filed with the Commission on March 29, 1995,
including portions of State Street's Annual Report to
Stockholders for the year ended December 31, 1994 (excluding
management's discussion and analysis and the financial
statements and schedules thereto), and definitive proxy
statement dated March 14, 1995.
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(2) State Street's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995, filed with the Commission on May 15,
1995.
(3) State Street's Current Report on Form 8-K as filed with the
Commission on May 19, 1995 containing restated financial
information for the year ended December 31, 1994 and prior
periods and other restated information to reflect the
acquisition of IFTC Holdings, Inc. in a pooling of interests
transaction.
(4) The description of State Street's Common Stock included in
State Street's effective registration statement report on Form
8-A, as filed with the Commission on January 18, 1995.
(5) The description of State Street's Preferred Share Purchase
Rights included in State Street's effective Registration
Statement on Form 8-A filed with the Commission on January 18,
1995.
Each document or report subsequently filed by State Street with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the termination of the offering of the Common
Stock shall be deemed to be incorporated by reference into this Prospectus and
to be a part of this Prospectus from the date of filing of such document. Any
statement contained herein, or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or this Prospectus.
State Street will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Written requests should be directed to:
Secretary, State Street Boston Corporation, 225 Franklin Street, Boston,
Massachusetts 02110. Telephone requests may be directed to State Street at (617)
786-3000.
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STATE STREET BOSTON CORPORATION
State Street Boston Corporation ("State Street") is a bank holding
company organized under the laws of The Commonwealth of Massachusetts. State
Street has three lines of business: financial asset services, investment
management and commercial lending.
State Street was organized in 1970 and conducts its business
principally through its subsidiary, State Street Bank and Trust Company ("State
Street Bank"), which traces its beginnings to the founding of the Union Bank in
1792. The charter under which State Street Bank now operates was authorized by a
special act of the Massachusetts Legislature in 1891, and its present name was
adopted in 1960.
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State Street is the fourth largest provider of trust services in the
United States as ranked on the basis of 1993 fiduciary compensation. State
Street had more than $1.7 trillion of assets under custody, $210 billion of
bonds under trusteeship, and $160 billion of assets under management at year-end
1994. Ranked on the basis of balance sheet assets as of June 1994, State Street
Bank is the 23rd largest commercial bank in the United States. State Street's
total assets were $22.5 billion at December 31, 1994, of which $16.7 billion, or
74%, were investment securities and money market assets and $3.2 billion, or
14%, were loans.
Services are provided from offices in the United States, as well as
from offices in Canada, Grand Cayman, Netherland Antilles, the United Kingdom,
France, Belgium, Luxembourg, Denmark, Germany, United Arab Emirates, Hong Kong,
Taiwan, Japan, Australia, and New Zealand. State Street's executive offices are
located at 225 Franklin Street, Boston, Massachusetts 02110 (telephone (617)
786-3000).
RECENT DEVELOPMENTS
On January 31, 1995, State Street completed its acquisition of
Investors Fiduciary Trust Company ("IFTC"), a trust company based in Kansas
City, Missouri that provides custodial, trust and agency services to mutual
funds and other entities. Pursuant to the terms of an Acquisition Agreement,
dated as of September 27, 1994 (the "Acquisition Agreement"), by and among State
Street, Kemper and DST Systems, Inc. ("DST"), State Street acquired all of the
issued and outstanding capital stock of IFTC Holdings, Inc., the holding company
of IFTC, from DST and Kemper. In exchange, DST and Kemper each received
2,986,111 shares of Common Stock. State Street accounted for the acquisition of
IFTC as a pooling of interests. Pursuant to a Registration Rights Agreement,
dated as of January 31, 1995, (the "Registration Rights Agreement"), State
Street agreed to register one-half of the total number of shares of Common Stock
received by DST and Kemper. Pursuant to an agreement between Kemper and DST it
has been agreed that Kemper would be entitled to sell the shares of Common Stock
to which this Prospectus relates.
USE OF PROCEEDS
The sale of the Common Stock offered hereby is for the account of
Kemper. Accordingly, State Street will not receive any of the proceeds from the
sale by Kemper of the Common Stock.
DIVIDENDS
As a bank holding company, State Street is a legal entity separate and
distinct from State Street Bank (and its other non-bank subsidiaries). State
Street's principal source of funds is dividends from State Street Bank (and its
other non-bank subsidiaries). The right of State Street to participate as a
stockholder in any distribution of assets of a subsidiary upon its liquidation
or reorganization or otherwise is subject to the prior claims by creditors of
the subsidiary, including obligations for federal funds purchased and securities
sold under repurchase agreements, as well as deposit liabilities. Payment of
dividends by State Street Bank is subject to provisions of the Massachusetts
banking law which provide that dividends may be paid out of net profits provided
(i) capital stock and surplus remain unimpaired, (ii) dividend and retirement
fund requirements of any preferred stock have been met, (iii) surplus equals or
exceeds capital stock, and (iv) there are deducted from net profits any losses
and bad debts, as defined, in excess of reserves specifically established
therefor. Under the Federal Reserve Act, the approval of the Board of Governors
of the Federal Reserve System (such board, the "Federal Reserve Board") (such
system, the "Federal Reserve"), would be required if dividends
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<PAGE> 6
declared by State Street Bank in any year would exceed the total of its net
profits for that year combined with retained net profits for the preceding two
years, less any required transfers to surplus. Under applicable federal and
state law restrictions, at December 31, 1994 State Street Bank could have
declared and paid dividends of $426,554,000 without regulatory approval. Future
dividend payments of State Street Bank and its non-bank subsidiaries cannot be
determined at this time.
ECONOMIC CONDITIONS AND GOVERNMENT POLICIES
Economic policies of the government and its agencies influence the
operating environment of State Street. Monetary policy conducted by the Federal
Reserve Board directly affects the level of interest rates and overall credit
conditions of the economy. Policy instruments utilized by the Federal Reserve
Board include open market operations in U.S. Government securities, changes in
reserve requirements for depository institutions, and changes in the discount
rate and availability of borrowing from the Federal Reserve.
DESCRIPTION OF CAPITAL STOCK
State Street's authorized capital stock consists of 112,000,000 shares
of Common Stock, $1.00 par value per share, and 3,500,000 shares of Preferred
Stock, no par value. As of March 31, 1995, 82,546,000 shares of Common Stock
were issued and each such share is fully paid and non-assessable. There are no
shares of Preferred Stock outstanding.
COMMON STOCK
Each share of Common Stock is entitled to one vote on all matters voted
upon by the stockholders. Subject to the rights of any Preferred Stock that
might hereafter be issued, holders of Common Stock are entitled to receive
dividends when and if declared by the Board of Directors of State Street from
funds legally available therefor. The principal source of funds for payment of
dividends by State Street is dividends paid by State Street Bank. See
"Dividends." In any liquidation, dissolution or winding up of State Street,
holders of Common Stock are entitled to share ratably in State Street's assets
remaining after payment of creditors subject to the rights of any Preferred
Stock that might hereafter be issued. Holders of Common Stock have no preemptive
or other subscription rights, and there are no conversion, redemption or sinking
fund provisions for the Common Stock. State Street Bank is the Transfer Agent
and Registrar for the Common Stock of State Street.
PREFERRED STOCK
State Street is authorized to issue Preferred Stock in series and to
fix the relative powers, preferences and rights appertaining thereto, including
dividend rates, voting rights, conversion rights, liquidation preferences and
redemption, retirement or sinking fund provisions.
STOCKHOLDERS' RIGHTS AGREEMENT
In 1988, State Street declared a dividend of one preferred share
purchase right for each outstanding share of Common Stock. In 1992, State
Street's Common Stock was split two-for-one in the form of a 100% stock dividend
to stockholders. After giving effect to the split, upon the occurrence of
certain events, a right may be exercised to purchase one two-hundredths share of
a series
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of participating preferred stock at an exercise price of $75, subject to
adjustment. The rights become exercisable if a party acquires or obtains the
right to acquire 20% or more of State Street's Common Stock or after
commencement or public announcement of an offer for 20% or more of State
Street's Common Stock. When exercisable, under certain conditions, each right
also entitles the holder thereof to purchase shares of Common Stock, of either
State Street or of the acquiror, having a market value of two times the then
current exercise price of that right.
The rights expire in 1998 and may be redeemed at a price of $.005 per
right at any time prior to expiration or the acquisition of 20% of State
Street's Common Stock. Also, under certain circumstances, the rights may be
redeemed after they become exercisable and may be subject to automatic
redemption.
SELLING STOCKHOLDER
The Common Stock offered by this Prospectus was initially issued to
Kemper, the Selling Stockholder, pursuant to the Acquisition Agreement. See
"Recent Developments." Kemper, incorporated in Delaware, is a registered
investment adviser. Kemper is a wholly-owned subsidiary of Kemper Financial
Companies, Inc., an approximately 97% owned subsidiary of Kemper Corporation, a
diversified financial services company whose stock is traded on the NYSE. Kemper
Corporation has announced that it has entered into a definitive agreement
pursuant to which it will be acquired in a merger transaction by an investment
group comprised of Zurich Insurance Group and Insurance Partners. In connection
with the merger, Zurich Insurance Group will acquire Kemper. Kemper has not held
any position, office or other material relationship with State Street or any of
its predecessors or affiliates within the past three years except as a result of
the Acquisition Agreement. Immediately following the closing under the
Acquisition Agreement, Kemper beneficially owned 2,986,111 shares of Common
Stock. Kemper may, but is not required to, offer pursuant to this Prospectus an
amount up to all of the Common Stock held by it. As a result, and because the
offering may or may not be an underwritten offering on a firm commitment basis,
no estimate can be given as of the date hereof as to the amount of Common Stock
to be offered for sale by Kemper or as to the amount of Common Stock that will
be held by Kemper upon termination of such offering. See "Plan of Distribution."
PLAN OF DISTRIBUTION
The Selling Stockholder has advised State Street that it proposes to
offer the Common Stock offered hereby for sale, from time to time, to purchasers
directly or through agents, or through brokers in brokerage transactions on the
NYSE, or to underwriters or dealers in negotiated transactions or in a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Brokers, dealers, agents and underwriters that participate in the
distribution of the Common Stock offered hereby may be deemed to be underwriters
under the Securities Act, and any discounts or commissions received by them from
the Selling Stockholder and any profit on the resale of the Common Stock offered
hereby may be deemed to be underwriting discounts and commissions under the
Securities Act. The Selling Stockholder may be deemed to be an underwriter under
the Securities Act. Those who act as underwriter, broker, dealer or agent in
connection with the sale of the Common Stock offered hereby will be selected by
Kemper and may have other business relationships with State Street and its
subsidiaries or affiliates in the ordinary course of business.
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<PAGE> 8
At any time a particular offer of Common Stock offered hereby is made
by Kemper, if required, a Prospectus Supplement will be distributed which will
set forth the aggregate amounts of Common Stock being offered and the terms of
the offering, including the name or names of any underwriters, dealers or
agents, any discounts, commissions and other items constituting compensation
from Kemper and any discounts, commissions or concessions allowed or reallowed
or paid to dealers. Such Prospectus Supplement and, if necessary, a
post-effective amendment to the Registration Statement of which this Prospectus
is a part will be filed with the Commission to reflect the disclosure of
additional information with respect to the distribution of the Common Stock
offered hereby.
The Registration Rights Agreement provides that State Street indemnify
Kemper against certain liabilities, including liabilities under the Securities
Act. The Registration Rights Agreement also provides for the indemnification of
State Street by Kemper for certain liabilities, including liabilities under the
Securities Act. In addition, under the Registration Rights Agreement, State
Street's obligation to indemnify extends to those who participate in the
distribution of the Common Stock offered hereby as underwriters for Kemper. Also
pursuant to the Registration Rights Agreement, the Selling Stockholder will pay
all applicable stock transfer taxes, brokerage commissions, underwriting
discounts or commissions and any fees of Selling Stockholder's counsel and
accountants but State Street has agreed to pay substantially all fees and
expenses incident to the preparation, filing, amending and supplementing of the
Registration Statement of which this Prospectus is a part and any registration
statements or qualifying documents filed under any state Blue Sky or securities
laws.
VALIDITY OF THE COMMON STOCK
The validity of the Common Stock offered hereby has been passed upon by
Ropes & Gray, Boston, Massachusetts. Truman S. Casner, a director of State
Street, is a partner of Ropes & Gray. Mr. Casner owns beneficially a total of
5,716 shares of Common Stock. In addition, a total of 600 shares of Common Stock
of State Street were owned beneficially by Ropes & Gray attorneys participating
in the preparation of the Registration Statement of which this Prospectus is a
part.
EXPERTS
The consolidated financial statements of State Street and its
subsidiaries appearing in State Street's Current Report on Form 8-K filed on May
19, 1995, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
With respect to the unaudited condensed consolidated interim financial
information for the three month period ended March 31, 1995, incorporated by
reference in this Prospectus, Ernst & Young LLP have reported that they have
applied limited procedures in accordance with professional standards for a
review of such information. However, their separate report, included in State
Street's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, and
incorporated herein by reference, states that they did not audit and they do not
express an opinion on that interim financial information. Accordingly, the
degree of reliance on their report on such information should be restricted in
light of the limited nature of the review procedures applied. The independent
auditors are not subject to the liability provisions of Section 11 of the
Securities Act for their report on the unaudited interim financial
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<PAGE> 9
information because that report is not a "report" or a "part" of the
Registration Statement prepared or certified by the auditors within the meaning
of Sections 7 and 11 of the Securities Act.
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===============================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF STATE STREET SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PROSPECTUS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Statement of Available Information... 2
Incorporation of Certain Documents
by Reference....................... 2
State Street Boston Corporation...... 3
Recent Developments.................. 4
Use of Proceeds...................... 4
Dividends............................ 4
Economic Conditions and Government
Policies........................... 5
Description of Capital Stock......... 5
Selling Stockholder.................. 6
Plan of Distribution................. 6
Validity of the Common Stock......... 7
Experts.............................. 7
</TABLE>
2,986,111 SHARES
STATE STREET BOSTON
CORPORATION
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
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[LOGO]
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GOLDMAN, SACHS & CO.
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