FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
STATE STREET BOSTON CORPORATION
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(Exact name of Registrant as specified in its charter)
Massachusetts 04-2456637
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(State of incorporation or (IRS Employer
organization Identification No.)
225 Franklin Street, Boston, Massachusetts 02110
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, $1 Par Value Boston Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S
SECURITIES TO BE REGISTERED
COMMON STOCK, $1 PAR VALUE
The capital stock of State Street Boston Corporation, (the
Registrant") to be registered on the New York Stock Exchange, Inc.
(the "Exchange"), is Registrant's Common Stock with a par value of
$1 per share. Registrant has 112,000,000 shares authorized.
Shares which are authorized but unissued may be issued by the Board
of Directors. Holders of Common Stock are entitled to one vote per
share at all meetings of stockholders. Dividends that may be
declared on the Common Stock will be paid in an equal amount to the
holder of each share. No preemptive rights are conferred upon the
holders of such stock. Upon liquidation, dissolution or winding up
of Registrant, the holders of Common Stock are entitled to receive
pro rata the net assets of Registrant remaining after payment of
all creditors and liquidation preferences, if any. Registrant has
3,500,000 shares of preferred stock, no par value, authorized for
issuance by the Board of Directors but no such shares have been
issued. There are no redemption or sinking fund provisions and
there is no liability to further calls or to assessments by
Registrant.
Certain provisions of Registrant's By-laws are designed to
make it more difficult for an outsider who does not have the
support of Registrant's directors to accomplish a takeover. These
provisions: (1) provide that only Registrant's Board of Directors
or the Chairman of the Board of Directors, or one or more
stockholders owning at least 40 percent of Registrant's Common
Stock, have the power to call a Special Meeting of Stockholders;
(2) in accordance with Massachusetts law, provide for a classified
Board; (3) specify that action by stockholders without a meeting
requires the written approval of all of the stockholders; and (4)
provide that nominations and matters for stockholder action may
only be made by advance written notice. While the foregoing
provisions will not necessarily prevent take-over attempts, they
should discourage an attempt to obtain control of Registrant in a
transaction not approved by Registrant's Board of Directors by
making it more difficult for a third party to obtain control in a
short time and impose its will on the remaining stockholders of
Registrant.
Registrant's Restated Articles of Organization provide that no
director of Registrant shall be liable to Registrant or its
stockholders for monetary damages for any breach of fiduciary duty,
except to the extent such exculpation from liability is not
permitted under the Massachusetts Business Corporation Law. This
provision does not prevent stockholders from obtaining injunctive
or other equitable relief against directors nor does it shield
directors from liability under federal or state securities laws.
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Registrant is covered by the provisions of Chapter 110F of the
Massachusetts General Laws, the so-called Business Combination
Statute. Under Chapter 110F, a Massachusetts corporation with more
than 200 stockholders may not engage in a "business combination"
with an "interested stockholder" for a period of three years after
the date of the transaction in which the person becomes an
interested stockholder, unless (i) the interested stockholder
obtains the approval of the Board of Directors prior to becoming an
interested stockholder, (ii) the interested stockholder acquires
90% of the outstanding voting stock of the corporation (excluding
shares held by certain affiliates of the corporation) at the time
it becomes an interested stockholder or (iii) the business
combination is approved by both the Board of Directors and the
holders of two-thirds of the outstanding voting stock of the
corporation (excluding shares held by the interested stockholder).
An "interested stockholder" is a person who, together with
affiliates and associates, owns (or at any time within the prior
three years did own) 5% or more of the outstanding voting stock of
the corporation. A "business combination" includes a merger, a
stock or asset sale, and other transactions resulting in a
financial benefit to the interested stockholder.
Registrant's By-laws provide that the provisions of Chapter
110D of the Massachusetts General Laws, the so-called "Control
Share Statute," shall not apply to Registrant. However, Registrant
may in the future become subject to the statute if its Board of
Directors votes to amend the By-laws so as to make them applicable
to Registrant. In general, if this statute were applicable it
would provide that any person or entity that acquired 20% or more
of Registrant's outstanding voting stock could not vote such stock
unless the other stockholders of Registrant were to so authorize
such voting.
In September 1988 Registrant established a Rights Agreement
which was subsequently amended as of September 20, 1990. Pursuant
to such Agreement the Registrant's Board of Directors declared a
dividend of one preferred share purchase right for each outstanding
share of Registrant's Common Stock. The rights become exercisable
if a party acquires or obtains the right to acquire 20 percent or
more of Registrant's Common Stock, or after the commencement or
public announcement of an offer for 20 percent or more of
Registrant's Common Stock.
The Rights Agreement was previously filed with the Securities
and Exchange Commission as Exhibit 4 to Registrant's Current Report
on Form 8-K dated September 30, 1988 and is incorporated by
reference. The Amendment to the Rights Agreement referred to above
was previously filed with the commission as Exhibit 4 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1990 and is incorporated by reference.
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ITEM 2. EXHIBITS
1. All exhibits required by Instruction II to Item 2
will be supplied to the New York Exchange.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
STATE STREET BOSTON CORPORATION
Robert J. Malley
By:__________________________________
Robert J. Malley
Senior Vice President & General Counsel
Dated: March 2, 1995
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