<PAGE>
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 6, 1996
Filed pursuant to Rule 424(b)(3)
File No. 333-16987
STATE STREET CORPORATION
923,072 SHARES COMMON STOCK
(par value $1.00 per share)
This Prospectus Supplement relates to the offer for sale to the public of
shares of Common Stock (the "Shares") of State Street Corporation, a
Massachusetts corporation ("State Street"), by the Selling Stockholders, as
defined in the Prospectus.
This Prospectus Supplement supplements State Street's Prospectus dated
December 6, 1996 and supplements and updates the information on page 6 thereof.
The Selling Stockholders have advised State Street that they propose to
offer the Common Stock offered hereby for sale, from time to time, to purchasers
directly, 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 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
Stockholders 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 Stockholders may be deemed to be underwriters under
the Securities Act. The Selling Stockholders will pay all applicable stock
transfer taxes, brokerage commissions, underwriting discounts or commissions and
any fees and disbursements of more than one counsel to the Selling Stockholders,
but State Street will bear all other expenses in connection with the offering
made hereunder. State Street has agreed to indemnify the Selling Stockholders
and underwriters of the Selling Stockholders 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."
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THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE 2, 1997.
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<TABLE>
<CAPTION>
NUMBER OF
SHARES OF COMMON STOCK
BENEFICIALLY OWNED AS OF SHARES REGISTERED
NAME AND ADDRESS OF BENEFICIAL OWNER* NOVEMBER 27, 1996 UNDER THIS PROSPECTUS
- ------------------------------------ ------------------------- ---------------------
<S> <C> <C>
William M. Mayhall....................................... 305,741/(1)(14)/ 305,741/(1)(14)/
c/o Princeton Financial Systems, Inc
600 College Road East
Princeton, NJ 08540
Willam M. Mayhall & U.S. Trust Company................... 281,255/(10)(11)/ 8,000/(10)/
of New Jersey, Trustees
Margaret Mayhall Moore Foundation
c/o U.S. Trust Company of New Jersey
5 Vaughn Drive, CN-5209
Princeton, NJ 08543
James V. Mayhall......................................... 36,464/(2)/ 36,464/(2)/
c/o Princeton Financial Systems, Inc
600 College Road East
Princeton, NJ 08540
Finsen Family Foundation................................. 290,314/(10)(13)/ 10,000/(10)(12)/
c/o Gerald E. Finsen, Jr., President
16 East Dogwood Court
Westampton, NJ 08060
Gerald E. Finsen, Jr..................................... 333,450/(3)(15)/ 333,450/(3)(15)/
c/o Princeton Financial Systems, Inc
600 College Road East
Princeton, NJ 08540
S. Scott Marsh, III...................................... 10,685/(4)/ 5,339/(5)/
c/o Princeton Financial Systems, Inc
600 College Road East
Princeton, NJ 08540
Michael R. Bruce......................................... 9,261/(6)/ 3,915/(7)/
c/o Princeton Financial Systems, Inc
600 College Road East
Princeton, NJ 08540
Edison Venture Fund II, L.P.............................. 199,750/(8)/ 199,750/(8)/
c/o Edison Ventures
997 Lenox Drive, #3
Lawrenceville, NJ 08648
Edison Venture Fund II-PA, L.P........................... 38,413/(9)/ 38,413/(9)/
c/o Edison Ventures
997 Lenox Drive, #3
Lawrenceville, NJ 08648
</TABLE>
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* No Selling Stockholder holds more than 1% of the Common Stock of State
Street.
/(1)/ Includes 41,386 shares subject to escrow. See "Recent
Developments."
/(2)/ Includes 4,936 shares subject to escrow. See "Recent
Developments."
/(3)/ Includes 45,136 shares subject to escrow. See "Recent
Developments."
/(4)/ Includes 723 shares subject to escrow and 5,346 shares
issuable pursuant to the exercise of options. See "Recent Developments."
/(5)/ Includes 723 shares subject to escrow. See "Recent
Developments."
/(6)/ Includes 530 shares subject to escrow and 5,346 shares
issuable pursuant to the exercise of options. See "Recent Developments."
/(7)/ Includes 530 shares subject to escrow. See "Recent Developments."
/(8)/ Includes 27,039 shares subject to escrow. See "Recent
Developments."
/(9)/ Includes 5,200 shares subject to escrow. See "Recent
Developments."
/(10)/ Information provided as of May 23, 1997.
/(11)/ Includes 258,355 shares held individually by William M.
Mayhall, 10,400 over which U.S. Trust Company of New Jersey as acts
advisor with discretion and 12,500 shares held by U.S. Trust Company of
New Jersey as trustee.
/(12)/ U.S. Trust Company of New Jersey serves as adviser with
investment discretion.
/(13)/ Includes 280,314 held individually by Gerald E. Finsen, Jr.
/(14)/ Includes 8,000 shares transferred to the Margaret Mayhall
Moore Foundation.
/(15)/ Includes 10,000 shares transferred to the Finsen Family
Foundation.
6
