<PAGE>
As filed with the Securities and Exchange Commission on May 14, 1998
REGISTRATION NO. 333-49143
333-49143-01
333-49143-02
333-49143-03
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
and Post-Effective Amendment No. 2 to
REGISTRATION STATEMENT NO. 333-2143
<TABLE>
<S> <C> <C>
STATE STREET CORPORATION MASSACHUSETTS 04-2456637
STATE STREET CAPITAL TRUST I DELAWARE 13-7147837
STATE STREET CAPITAL TRUST II DELAWARE 13-7147835
STATE STREET CAPITAL TRUST III DELAWARE 13-7147836
(Exact name of each registrant as specified in its charter) (State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
-----------------------
225 FRANKLIN STREET
BOSTON, MASSACHUSETTS 02110
(617) 786-3000
(Address, including zip code, and telephone number, including
area code, of each registrant's principal executive offices)
-----------------------
MAUREEN SCANNELL BATEMAN, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
STATE STREET CORPORATION
225 Franklin Street
BOSTON, MASSACHUSETTS 02110
(617) 786-3000
(Name and address, including zip code, and telephone
number, including area code, of agent for service of process for each
registrant)
-----------------------
With copies to:
ROBERT F. HAYES, ESQ. B. ROBBINS KIESSLING, ESQ.
ROPES & GRAY CRAVATH, SWAINE & MOORE
ONE INTERNATIONAL PLACE WORLDWIDE PLAZA, 825 EIGHTH AVENUE
BOSTON, MASSACHUSETTS 02110 NEW YORK, NEW YORK 10019
(617) 951-7000 (212) 474-1000
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X]
333-49143, 333-49143-01, 333-49143-02, 333-49143-03, 333-2143
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [X]
<PAGE>
ITEM 16. Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4.1 Restated Articles of Organization (filed with the Securities and
Exchange Commission as Exhibit 3.1 to Registrant's Annual
report on Form 10-K for the year ended December 31, 1997 and
incorporated by reference (File No. 0-5108)).*
4.2 Bylaws as amended (filed with the Securities and Exchange
Commission as Exhibit 3.2 to Registrant's Annual report on Form
10-K for the year ended December 31, 1991 and incorporated by
reference).*
4.3 Certificate of Designation, Preference and Rights (filed with
the Securities and Exchange Commission as Exhibit 3.1 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated by reference).*
4.4 The description of Registrant's Common Stock included in the
Registrant's effective registration statement report on Form
10, as filed with the Securities and Exchange Commission on
September 3, 1970 and amended on May 12, 1971 and incorporated
by reference.*
4.5 Rights Agreement dated as of September 15, 1988 between
Registrant and The First National Bank of Boston, as Rights
Agent (filed with the Securities and Exchange Commission as
Exhibit 4 to Registrant's Current Report on Form 8-K dated
September 30, 1988 and incorporated by reference).*
4.6 Amendment to Rights Agreement dated as of September 20, 1990
between Registrant and The First National Bank of Boston,
Rights Agent (filed with the Securities and Exchange Commission
as Exhibit 4 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990 and incorporated by
reference).*
4.7 Indenture dated as of May 1, 1983 between Registrant and Morgan
Guaranty Trust Company of New York, Trustee, relating to
Registrant 7 3/4% Convertible Subordinated Debentures due 2008
(filed with the Securities and Exchange Commission as Exhibit 4
to Registrant's Registration Statement on Form S-3 filed on
April 22, 1983, Commission File No. 2-83251 and incorporated by
reference).*
4.8 Indenture dated as of August 2, 1993 (the "Senior Indenture")
between Registrant and The First National Bank of Boston, as
trustee relating to Registrant's long-term notes (filed with
the Securities and Exchange Commission as Exhibit 4 to
Registrant's Current Report on Form 8-K dated October 8, 1993
and incorporated by reference).*
4.9 Instrument of Resignation, appointment, and acceptance, dated as
of February 14, 1996 between Registrant, The First National
Bank of Boston (resigning trustee) and Fleet National Bank of
Massachusetts (successor trustee) (filed with the Securities
and Exchange Commission as Exhibit 4.6 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995 and
incorporated by reference).*
4.10 Junior Subordinated Indenture dated as of December 15, 1996 (the
"Junior Subordinated Indenture") between Registrant and the
First National Bank of Chicago (filed with the Securities and
Exchange Commission as Exhibit 1 to Registrant's Current Report
on Form 8-K dated February 27, 1997 and incorporated by
reference).*
4.11 Amended and Restated Trust Agreement dated as of December 15,
1996 relating to State Street Institutional Capital A (filed
with the Securities and Exchange Commission as Exhibit 2 to
Registrant's Current Report on Form 8-K dated February 27, 1997
and incorporated by reference).*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4.12 Capital Securities Guarantee Agreement dated as of December 15,
1996 between Registrant and The First National Bank of Chicago
(filed with the Securities and Exchange Commission as Exhibit 3
to Registrant's Current Report on Form 8-K dated February 27,
1997 and incorporated by reference).*
4.13 Amended and Restated Trust Agreement, dated March 11, 1997
relating to State Street Institutional Capital B (filed with
the Securities and Exchange Commission as Exhibit 2 to the
Registrant's Current Report on Form 8-K dated March 11, 1997
and incorporated by reference).*
4.14 Capital Securities Guarantee Agreement dated March 11,1997
between registrant and The First National Bank of Chicago
(filed with the Securities and Exchange Commission as Exhibit 3
to Registrant's Current Report on Form 8-K dated March 11, 1997
and incorporated by reference).*
4.15 Instrument of Resignation, Appointment and Acceptance dated as
of June 26, 1997 among the Registrant, Fleet National Bank
(resigning trustee) and First Trust National Association (now
known as U.S. Bank Trust National Association) (successor
trustee).*
4.16 Form of Indenture to be entered into by Registrant and the U.S.
Bank Trust National Association in connection with the issuance
of the Subordinated Debt Securities.*
4.17 Certificate of Trust of State Street Capital Trust I, as filed
with the Delaware Secretary of State on March 25, 1998.*
4.18 Certificate of Trust of State Street Capital Trust II, as filed
with the Delaware Secretary of State on March 25, 1998.*
4.19 Certificate of Trust of State Street Capital Trust III, as filed
with the Delaware Secretary of State on March 25, 1998.*
4.20 Declaration of Trust of State Street Capital Trust I among State
Street Corporation, as Depositor, The First National Bank of
Chicago, as Property Trustee, First Chicago Delaware Inc., as
Delaware Trustee, and the Administrative Trustees named
therein.*
4.21 Declaration of Trust of State Street Capital Trust II among
State Street Corporation, as Depositor, The First National Bank
of Chicago, as Property Trustee, First Chicago Delaware Inc.,
as Delaware Trustee, and the Administrative Trustees named
therein.*
4.22 Declaration of Trust of State Street Capital Trust III among
State Street Corporation, as Depositor, The First National Bank
of Chicago, as Property Trustee, First Chicago Delaware Inc.,
as Delaware Trustee, and the Administrative Trustees named
therein.*
4.23 Form of Amended and Restated Trust Agreement for each of State
Street Capital Trust I, State Street Capital Trust II and State
Street Capital Trust III among State Street Corporation, as
Depositor, The First National Bank of Chicago, as Property
Trustee, First Chicago Delaware, as Delaware Trustee, and the
Administrative Trustees named therein.*
4.24 Form of Capital Security Certificate for each of State Street
Capital Trust I, State Street Capital Trust II and State Street
Capital Trust III (included as Exhibit D to Exhibit 4.23).*
4.25 Form of Guarantee Agreement for each of State Street Capital
Trust I, State Street Capital Trust II and State Street Capital
Trust III between State Street Corporation, as guarantor, and
The First National Bank of Chicago, as trustee.*
5.1 Opinion of counsel to State Street Corporation as to the
validity of the Junior Subordinated Debentures and the
Guarantees to be issued by the Corporation.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
5.2 Opinion of special Delaware counsel to State Street Corporation
and State Street Capital Trust I as to validity of the Capital
Securities to be issued by State Street Capital Trust I.*
5.3 Opinion of special Delaware counsel to State Street Corporation
and State Street Capital Trust II as to the validity of the
Capital Securities to be issued by State Street Capital Trust
II.*
5.4 Opinion of special Delaware counsel to State Street Corporation
and State Street Capital Trust III as to the validity of the
Capital Securities to be issued by State Street Capital Trust
III.*
8.1 Opinion of counsel to State Street Corporation and State Street
Capital Trust I as to Tax Matters.
12.1 Computation of ratio of earnings to fixed charges (incorporated
by reference to Exhibit 12.1 to the Annual Report on Form 10-K
for the year ended December 31, 1997 of State Street
Corporation).*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Ropes & Gray (included in Exhibits 5.1 and 8.1).
23.3 Consent of Richards, Layton & Finger P.A. (included in Exhibits
5.2, 5.3 and 5.4).*
24 Powers of Attorney (included in the signature pages to the
Registration Statement as filed with the Securities and
Exchange Commission on April 2, 1998).*
25.1 Form T-1 Statement of Eligibility of U.S. Bank Trust National
Association to act as trustee under the Senior Indenture.
25.2 Form T-1 Statement of Eligibity of The First National Bank of
Chicago to act as trustee under the Junior Subordinated
Indeture.*
25.3 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Amended and Restated Trust
Agreement of State Street Capital Trust I.*
25.4 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Amended and Restated Trust
Agreement of State Street Capital Trust II.*
25.5 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Amended and Restated Trust
Agreement of State Street Capital Trust III.*
25.6 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Guarantee for the benefit
of the holders of Preferred Securities of State Street Capital
Trust I.*
25.7 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Guarantee for the benefit
of the holders of Preferred Securities of State Street Capital
Trust II.*
25.8 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Guarantee for the benefit
of the holders of Preferred Securities of State Street Capital
Trust III.*
*Previously filed.
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on the 14th
day of May, 1998.
STATE STREET CORPORATION
By:
/s/ Rex S. Schuette
-------------------------------------------------
REX S. SCHUETTE
SENIOR VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities indicated on May 14, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>
* Chairman and Chief
- -------------------------------------------------- Executive Officer (Principal
MARSHALL N. CARTER Executive Officer)
* Executive Vice
- -------------------------------------------------- President, Chief Financial Officer and
RONALD L. O'KELLEY Treasurer (Principal Financial
Officer)
/s/ Rex S. Schuette Senior Vice President and
------------------------------------------------ Chief Accounting Officer
REX S. SCHUETTE (Principal Accounting Officer)
* Director
- --------------------------------------------------
TENLEY E. ALBRIGHT
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>
Director
- ----------------------------------
JOSEPH A BAUTE
* Director
- ----------------------------------
I. MACALLISTER BOOTH
* Director
- ----------------------------------
JAMES I. CASH
Director
- ----------------------------------
TRUMAN S. CASNER
Director
- ----------------------------------
NADER F. DAREHSHORI
* Director
- ----------------------------------
ARTHUR L. GOLDSTEIN
* Director
- ----------------------------------
DAVID P. GRUBER
* Director
- ----------------------------------
CHARLES F. KAYE
* Director
- ----------------------------------
JOHN M. KUCHARSKI
* Director
- ----------------------------------
CHARLES R. LAMANTIA
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>
* Director
- ----------------------------------
DAVID B. PERINI
* Director
- ----------------------------------
DENNIS J. PICARD
* Director
- ----------------------------------
ALFRED POE
* Director
- ----------------------------------
BERNARD W. REZNICEK
* Director
- ----------------------------------
DAVID A. SPINA
Director
- ----------------------------------
DIANE CHAPMAN WALSH
Director
- ----------------------------------
ROBERT E. WEISSMAN
*By: /s/ Rex S. Schuette
-----------------------------------
Attorney-in-Fact
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, State Street
Capital Trust I certifies that it has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, and the State of New York on the 14th
day of May, 1998.
State Street Capital Trust I
By: /s/ James E. Murphy
----------------------------------------------
Administrative Trustee
Pursuant to the requirements of the Securities Act of 1933, State Street
Capital Trust II certifies that it has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, and the State of New York on the 14th
day of May, 1998
State Street Capital Trust II
By: /s/ James E. Murphy
----------------------------------------------
Administrative Trustee
Pursuant to the requirements of the Securities Act of 1933, State Street
Capital Trust III certifies that it has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, and the State of New York on the 14th
day of May, 1998.
State Street Capital Trust III
By: /s/ James E. Murphy
----------------------------------------------
Administrative Trustee
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4.1 Restated Articles of Organization (filed with the Securities and
Exchange Commission as Exhibit 3.1 to Registrant's Annual
report on Form 10-K for the year ended December 31, 1997 and
incorporated by reference (File No. 0-5108)).*
4.2 Bylaws as amended (filed with the Securities and Exchange
Commission as Exhibit 3.2 to Registrant's Annual report on Form
10-K for the year ended December 31, 1991 and incorporated by
reference).*
4.3 Certificate of Designation, Preference and Rights (filed with
the Securities and Exchange Commission as Exhibit 3.1 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated by reference).*
4.4 The description of Registrant's Common Stock included in the
Registrant's effective registration statement report on Form
10, as filed with the Securities and Exchange Commission on
September 3, 1970 and amended on May 12, 1971 and incorporated
by reference.*
4.5 Rights Agreement dated as of September 15, 1988 between
Registrant and The First National Bank of Boston, as Rights
Agent (filed with the Securities and Exchange Commission as
Exhibit 4 to Registrant's Current Report on Form 8-K dated
September 30, 1988 and incorporated by reference).*
4.6 Amendment to Rights Agreement dated as of September 20, 1990
between Registrant and The First National Bank of Boston,
Rights Agent (filed with the Securities and Exchange Commission
as Exhibit 4 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990 and incorporated by
reference).*
4.7 Indenture dated as of May 1, 1983 between Registrant and Morgan
Guaranty Trust Company of New York, Trustee, relating to
Registrant 7 3/4% Convertible Subordinated Debentures due 2008
(filed with the Securities and Exchange Commission as Exhibit 4
to Registrant's Registration Statement on Form S-3 filed on
April 22, 1983, Commission File No. 2-83251 and incorporated by
reference).*
4.8 Indenture dated as of August 2, 1993 (the "Senior Indenture")
between Registrant and The First National Bank of Boston, as
trustee relating to Registrant's long-term notes (filed with
the Securities and Exchange Commission as Exhibit 4 to
Registrant's Current Report on Form 8-K dated October 8, 1993
and incorporated by reference).*
4.9 Instrument of Resignation, appointment, and acceptance, dated as
of February 14, 1996 between Registrant, The First National
Bank of Boston (resigning trustee) and Fleet National Bank of
Massachusetts (successor trustee) (filed with the Securities
and Exchange Commission as Exhibit 4.6 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995 and
incorporated by reference).*
4.10 Junior Subordinated Indenture dated as of December 15, 1996 (the
"Junior Subordinated Indenture") between Registrant and the
First National Bank of Chicago (filed with the Securities and
Exchange Commission as Exhibit 1 to Registrant's Current Report
on Form 8-K dated February 27, 1997 and incorporated by
reference).*
4.11 Amended and Restated Trust Agreement dated as of December 15,
1996 relating to State Street Institutional Capital A (filed
with the Securities and Exchange Commission as Exhibit 2 to
Registrant's Current Report on Form 8-K dated February 27, 1997
and incorporated by reference).*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4.12 Capital Securities Guarantee Agreement dated as of December 15,
1996 between Registrant and The First National Bank of Chicago
(filed with the Securities and Exchange Commission as Exhibit 3
to Registrant's Current Report on Form 8-K dated February 27,
1997 and incorporated by reference).*
4.13 Amended and Restated Trust Agreement, dated March 11, 1997
relating to State Street Institutional Capital B (filed with
the Securities and Exchange Commission as Exhibit 2 to the
Registrant's Current Report on Form 8-K dated March 11, 1997
and incorporated by reference).*
4.14 Capital Securities Guarantee Agreement dated March 11,1997
between registrant and The First National Bank of Chicago
(filed with the Securities and Exchange Commission as Exhibit 3
to Registrant's Current Report on Form 8-K dated March 11, 1997
and incorporated by reference).*
4.15 Instrument of Resignation, Appointment and Acceptance dated as
of June 26, 1997 among the Registrant, Fleet National Bank
(resigning trustee) and First Trust National Association (now
known as U.S. Bank Trust National Association) (successor
trustee).*
4.16 Form of Indenture to be entered into by Registrant and the U.S.
Bank Trust National Association in connection with the issuance
of the Subordinated Debt Securities.*
4.17 Certificate of Trust of State Street Capital Trust I, as filed
with the Delaware Secretary of State on March 25, 1998.*
4.18 Certificate of Trust of State Street Capital Trust II, as filed
with the Delaware Secretary of State on March 25, 1998.*
4.19 Certificate of Trust of State Street Capital Trust III, as filed
with the Delaware Secretary of State on March 25, 1998.*
4.20 Declaration of Trust of State Street Capital Trust I among State
Street Corporation, as Depositor, The First National Bank of
Chicago, as Property Trustee, First Chicago Delaware Inc., as
Delaware Trustee, and the Administrative Trustees named
therein.*
4.21 Declaration of Trust of State Street Capital Trust II among
State Street Corporation, as Depositor, The First National Bank
of Chicago, as Property Trustee, First Chicago Delaware Inc.,
as Delaware Trustee, and the Administrative Trustees named
therein.*
4.22 Declaration of Trust of State Street Capital Trust III among
State Street Corporation, as Depositor, The First National Bank
of Chicago, as Property Trustee, First Chicago Delaware Inc.,
as Delaware Trustee, and the Administrative Trustees named
therein.*
4.23 Form of Amended and Restated Trust Agreement for each of State
Street Capital Trust I, State Street Capital Trust II and State
Street Capital Trust III among State Street Corporation, as
Depositor, The First National Bank of Chicago, as Property
Trustee, First Chicago Delaware, as Delaware Trustee, and the
Administrative Trustees named therein.*
4.24 Form of Capital Security Certificate for each of State Street
Capital Trust I, State Street Capital Trust II and State Street
Capital Trust III (included as Exhibit D to Exhibit 4.23).*
4.25 Form of Guarantee Agreement for each of State Street Capital
Trust I, State Street Capital Trust II and State Street Capital
Trust III between State Street Corporation, as guarantor, and
The First National Bank of Chicago, as trustee.*
5.1 Opinion of counsel to State Street Corporation as to the
validity of the Junior Subordinated Debentures and the
Guarantees to be issued by the Corporation.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
5.2 Opinion of special Delaware counsel to State Street Corporation
and State Street Capital Trust I as to validity of the Capital
Securities to be issued by State Street Capital Trust I.*
5.3 Opinion of special Delaware counsel to State Street Corporation
and State Street Capital Trust II as to the validity of the
Capital Securities to be issued by State Street Capital Trust
II.*
5.4 Opinion of special Delaware counsel to State Street Corporation
and State Street Capital Trust III as to the validity of the
Capital Securities to be issued by State Street Capital Trust
III.*
8.1 Opinion of counsel to State Street Corporation and State Street
Capital Trust I as to Tax Matters.
12.1 Computation of ratio of earnings to fixed charges (incorporated
by reference to Exhibit 12.1 to the Annual Report on Form 10-K
for the year ended December 31, 1997 of State Street
Corporation).*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Ropes & Gray (included in Exhibits 5.1 and 8.1).
23.3 Consent of Richards, Layton & Finger P.A. (included in Exhibits
5.2, 5.3 and 5.4).*
24 Powers of Attorney (included in the signature pages to the
Registration Statement as filed with the Securities and
Exchange Commission on April 2, 1998).*
25.1 Form T-1 Statement of Eligibility of U.S. Bank Trust National
Association to act as trustee under the Senior Indenture.
25.2 Form T-1 Statement of Eligibity of The First National Bank of
Chicago to act as trustee under the Junior Subordinated
Indeture.*
25.3 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Amended and Restated Trust
Agreement of State Street Capital Trust I.*
25.4 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Amended and Restated Trust
Agreement of State Street Capital Trust II.*
25.5 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Amended and Restated Trust
Agreement of State Street Capital Trust III.*
25.6 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Guarantee for the benefit
of the holders of Preferred Securities of State Street Capital
Trust I.*
25.7 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Guarantee for the benefit
of the holders of Preferred Securities of State Street Capital
Trust II.*
25.8 Form T-1 Statement of Eligibility of The First National Bank of
Chicago to act as trustee under the Guarantee for the benefit
of the holders of Preferred Securities of State Street Capital
Trust III.*
*Previously filed.
</TABLE>
<PAGE>
EXHIBIT 8.1
[LETTERHEAD OF ROPES & GRAY APPEARS HERE]
May 14, 1998
State Street Capital Trust I
c/o State Street Bank and Trust Company, N.A.
61 Broadway, 15th Floor
New York, New York 10005
State Street Corporation
225 Franklin Street
Boston, Massachusetts 02110
Re: State Street Corporation
------------------------
State Street Capital Trust I
----------------------------
Registration Statement
----------------------
(File Nos. 333-49143 and 333-49143-02)
--------------------------------------
and Post-Effect Amendment No. 1
-------------------------------
to Registration Statement (File No. 333-2143)
---------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to State Street Capital Trust I, a statutory
business trust formed under the laws of the State of Delaware (the "Trust"), and
State Street Corporation, a Massachusetts corporation (the "Corporation") and
Depositor of the Trust, in connection with a Registration Statement on Form S-3
and Post-Effective Amendment No. 1 to Registration Statement, filed by the
Corporation and the Trust on April 2, 1998 with the Securities and Exchange
Commission (the "Registration Statement") pursuant to the Securities Act of
1933, as amended (the "1933 Act"), including the prospectus dated April 15, 1998
(the "Prospectus") contained therein and prospectus supplement dated May 12,
1998 (the "Prospectus Supplement") filed therewith. The Registration Statement
relates, among other things, to the registration of the Floating Rate Capital
Securities, Series A of the Trust (the "Capital Securities"), the Floating Rate
Junior Subordinated Deferrable Interest Debentures, Series A due May 15, 2028 of
the Corporation (the "Subordinated Debentures"), and a Guarantee of the
Corporation with respect to the Capital Securities. Unless the context
otherwise requires, capitalized terms used herein but not defined have the
meanings set forth in the Prospectus and Prospectus Supplement.
<PAGE>
State Street Capital Trust I
State Street Corporation -2- May 14, 1998
In rendering our opinion, we have examined the forms of Amended and
Restated Trust Agreement, Capital Security Certificate, Guarantee and Junior
Subordinated Debenture identified to us as those to be employed in connection
with the issuance of the Capital Securities and Subordinated Debentures
(collectively, the "Forms of Agreement"), the original Declaration of Trust
dated March 25, 1998, the Certificate of Trust filed with the Delaware Secretary
of State on March 25, 1998 and the Junior Subordinated Indenture under which the
Subordinated Debentures are to be issued (together with the Forms of Agreement,
the "Operative Agreements") and other relevant documents and have made such
inquiries as were necessary or appropriate to enable us to render this opinion.
With your permission we have assumed that the Forms of Agreement will be duly
executed and that all operations under the Operative Agreements will be in
accordance with their terms and as described in the Prospectus and Prospectus
Supplement
Based on the foregoing, we hereby confirm that the discussion of certain
United States federal income tax consequences of the purchase, ownership and
disposition of Capital Securities contained under the caption "United States
Federal Income Taxation" in the Prospectus Supplement is accurate, subject to
the limitations there stated.
We hereby consent to the use of our name under the caption "Legal Matters"
in the Prospectus. In giving this consent, we do not hereby admit that we are
within the category of persons whose consent is required under Section 7 of the
1933 Act, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/Ropes & Gray
Ropes & Gray
