SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: December 8, 1999
State Street Corporation
.....................................................
(Exact name of registrant as specified in its charter)
Massachusetts 0-5108 04-2456637
..........................................................................
(State of Incorporation) (Commission File) (IRS Employer Identification
Number) Number)
225 Franklin Street, Boston, Massachusetts 02110
.............................................................
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (617) 786-3000
Item 5. Other Events.
On December 8, 1999, Registrant announced that it has agreed
with Citigroup, Inc. to participate in the formation of a
jointly-owned (50/50) company to provide products and services
for defined contribution, pension, and health and welfare plans.
The Registrant also announced the expected financial impact of
the joint-venture on its financial goals.
The press releases issued by Registrant in connection with
the announcement are filed herewith as Exhibits 99.1 and 99.2 and
are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Form of press release on joint venture dated December 8, 1999
99.2 Form of press release on financial impact dated December 8, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
STATE STREET CORPORATION
/s/ Rex S. Schuette
-----------------------------
Name: Rex S. Schuette
Title: Senior Vice President and
Chief Accounting Officer
Date: December 9, 1999
<PAGE>
EXHIBIT INDEX
Exhibit
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99.1 Form of press release on joint venture dated December 8, 1999
99.2 Form of press release on financial impact dated December 8, 1999
EXHIBIT 99.1
[STATE STREET LOGO] [CITIGROUP LOGO]
MEDIA CONTACTS: INVESTOR CONTACTS:
- -------------- -----------------
Connie J. Kain Bill Pike or Sheri Ptashek
Citigroup's Global Investment Citigroup
Management and Private (212) 793-8874 or (212) 559-4658
Banking Group
(212) 783-7374
[email protected] Karen Warren
State Street Corporation
Hannah Grove (617) 664-3477
State Street Corporation
(617) 664-3377
[email protected]
Liz Pease Kennedy
State Street Global Advisors
(617) 664-2474
[email protected]
CITIGROUP AND STATE STREET CORPORATION
AGREE TO ESTABLISH JOINTLY OWNED
GLOBAL BENEFITS DELIVERY FIRM
50/50 Joint Venture Will Create a Powerful Force in
Defined Contribution and Global Benefits Delivery
________________________
NEW YORK, N.Y. AND BOSTON, MASS., DECEMBER 8, 1999 -- Citigroup
(NYSE: C) and State Street Corporation (NYSE: STT) announced
today the signing of an agreement to form a jointly owned (50/50)
global benefits delivery company that will focus on the defined
contribution and total benefits administration markets for
corporate and not-for-profit organizations. The new company
called CitiStreet, which will be headquartered in Quincy, Mass.,
will provide a broad range of products and services including
administrative, outsourcing and investment management services
for defined contribution, pension and health and welfare plans,
and employee communication and education.
Said Nicholas A. Lopardo, chairman and chief executive
officer of State Street Global Advisors (SSgA) and vice chairman
of State Street Corporation: "This joint venture is consistent
with State Street's strategy of collaborating with firms that
have complementary strengths to penetrate new markets in the U.S.
and overseas. The trends toward globalization of financial
markets, growing demand for more individual investment choices,
and the increasing importance of technology in enhancing service
delivery are creating significant opportunities in the investment
management industry. In particular, these trends are fueling the
growth of the defined contribution market. CitiStreet will be
superbly positioned to capitalize on these trends and market
opportunities, benefiting current and potential clients and
creating a new strategic growth engine for its two shareholders."
Commenting on the new company, Thomas W. Jones, chairman and
chief executive officer of Citigroup's Global Investment
Management and Private Banking Group, said: "The joint venture
will help Citigroup improve its position in the U.S. defined
contribution market, particularly in the large corporate
marketplace. Existing U.S. and multinational corporate clients
will be offered a broader range of benefit plan services.
"CitiStreet will help us to achieve a greater scale and
lower unit cost in the long-term across our existing
recordkeeping and administration business platforms; solidify a
defined contribution administration competency that can be
leveraged in selected non-U.S. markets; and expand our already
successful worksite marketing initiatives in collaboration with
selected corporate clients," Jones added.
Under the terms of the joint venture agreement, State Street
will contribute to the new company State Street's Retirement
Investment Services (RIS) business and Wellspring Resources, the
company's benefits administration business. State Street's RIS
business is a leading servicer of retirement plans, providing a
broad range of participant services, employee communication and
education, advice, plan administration, recordkeeping and benefit
payments to defined contribution and pension plans. Wellspring
Resources, located in Jacksonville, Fla. and a wholly owned
subsidiary of State Street Bank and Trust Company, N.A., is a
leading provider of outsourced human resources administration for
some of the nation's most complex plans and programs.
Citigroup will contribute The Copeland Companies, which will
operate as a subsidiary of CitiStreet. Copeland specializes in
the defined contribution and retirement planning marketplace by
providing a full service approach to the market beyond the
traditional administrative, recordkeeping and service platforms.
This includes a one-on-one participant counseling process built
around a comprehensive product menu from Citibank, Salomon Smith
Barney, and Travelers Life & Annuity. This personal planning
service is provided to participants in 401(a), 401(k), 403(b) and
457 plans through worksite counselors. Copeland is located in
East Brunswick, N.J., with 35 field offices throughout the United
States.
CitiStreet is expected to begin operations in the first half
of 2000, subject to regulatory approval. It will administer
approximately $200 billion in assets and service more than 4
million plan participants. The company will have 3,000 employees
located primarily in Boston, East Brunswick, Jacksonville,
Minneapolis, New York and Quincy.
James S. Phalen has been appointed as CitiStreet's chairman
and chief executive officer. Phalen is an executive vice
president of State Street and head of its Retirement Investment
Services (RIS) business and Wellspring Resources. Robert C.
Dughi, Copeland's founder, has been appointed president and a
member of the board of CitiStreet. He will also continue as
chief executive officer of The Copeland Companies. The current
management team at Copeland, RIS and Wellspring will also
maintain their respective roles.
Noting that the joint venture will be the third largest
recordkeeper in the United States, Phalen said: "CitiStreet will
be a powerful competitor, integrating core competencies of
Citigroup and State Street to deliver a broader range of products
and superior services to clients. The new company also creates a
dynamic strategic platform for enhancing penetration by Citigroup
and State Street into all segments of the U.S. marketplace and
selected international markets where the movement is away from
government-sponsored 'pay-as-you-go' retirement schemes and
toward private, corporate-sponsored plans."
"This joint venture extends the sophisticated, proprietary
technologies that State Street has long applied to meeting the
needs of large institutional investors into what is called the
'instividual' market - the market comprising individuals who are
investing actively through defined contribution plans sponsored
by their employers. With Citigroup, the joint venture will offer
the broadest possible range of products to meet every investment
horizon in a superior package that will benefit employers and
employees alike," Dughi added.
Citigroup (NYSE: C), the most global financial services
company, provides some 100 million consumers, corporations,
governments and institutions in 100 countries with a broad range
of financial products and services, including consumer banking
and credit, corporate and investment banking, insurance,
securities brokerage and asset management. The 1998 merger of
Citicorp and Travelers Group brought together such brand names as
Citibank, Travelers, Salomon Smith Barney, Commercial Credit (now
named CitiFinancial), and Primerica under Citigroup's trademark
red umbrella. Additional information may be found at
www.citigroup.com.
With $5.3 trillion in assets under custody and $582 billion
under management, State Street Corporation is the world's leading
specialist in serving institutional investors. Offices are
located in the United States, Canada, Chile, Cayman Islands,
Netherlands Antilles, Ireland, United Kingdom, Netherlands,
France, Belgium, Luxembourg, Switzerland, Germany, Czech
Republic, Austria, United Arab Emirates, Russia, People's
Republic of China, Taiwan, South Korea, Japan, Singapore,
Australia, and New Zealand. State Street Corporation's common
stock is traded on the New York Stock Exchange under the symbol
STT. For more information, visit State Street's web site at
www.statestreet.com and State Street Global Advisor's web site at
www.ssga.com.
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EXHIBIT 99.2
Immediately
Investors & Analysts: Media:
Karen A. Warren Hannah Grove
[1] (617)664-3477 [1] (617)664-3377
STATE STREET CORPORATION COMMENTS
ON FINANCIAL IMPACT OF JOINT VENTURE WITH CITIGROUP
Boston, MA...December 8, 1999
State Street Corporation, in conjunction with today's
announcement of the formation of CitiStreet, a joint venture with
Citigroup to service employee benefit programs, reaffirmed its
commitment to its financial goals.
State Street Chief Financial Officer Ronald L. O'Kelley said,
"CitiStreet presents clear business growth opportunities in the
important global defined contribution and health and welfare plan
markets. By partnering with Citigroup, we are positioned to
expand penetration of these markets.
"In addition to the long-term value this new 50%-owned
subsidiary will create for our stockholders, we expect the
arrangement to be slightly accretive to State Street's earnings
per share after the transaction closes in the first half of 2000.
State Street's contribution to the joint venture of our
Retirement Investment Services business and our Wellspring
Resources subsidiary will result in a revenue reduction of
approximately 6% of State Street's total revenue, based on pro
forma financial results for the first nine months of 1999. While
these two businesses generate more revenue than expense for State
Street, required investments for their growth results in their
combined after-tax profit margin being lower than that of the
corporation as a whole."
State Street is on track to achieve its 22nd consecutive year
of double-digit earnings per share growth in 1999, in accordance
with its primary financial goal of achieving sustainable, real
growth in earnings per share. State Street has two supporting
financial goals, one for revenue and one for return on
stockholders' equity.
O'Kelley concluded, "This April, State Street announced the
extension of its revenue goal through the year 2010. We are
committed to achieving a compound annual growth rate of 12.5%
real, or inflation adjusted, revenue growth. With the continued
honing of our focus on serving institutional investors and the
use of effective partnerships, acquisitions, and other
strategies, State Street senior management is confident that the
company will continue to meet its long-term financial goals and
create value for stockholders."
CitiStreet, a global benefits delivery company, will focus
on the defined contribution and total benefits administration
markets for corporations and not-for-profit organizations,
providing administrative, outsourcing and investment management
services for defined contribution, pension and health and welfare
plans, and employee communication and education.
With $5.3 trillion in assets under custody and $582 billion
under management, State Street Corporation is one of the world's
leading specialists in serving institutional investors. Offices
are located in the United States, Canada, Chile, Cayman Islands,
Netherlands Antilles, Ireland, United Kingdom, Netherlands,
France, Belgium, Luxembourg, Switzerland, Germany, Czech
Republic, United Arab Emirates, Russia, People's Republic of
China, Taiwan, South Korea, Japan, Singapore, Australia, and New
Zealand. State Street Corporation's common stock is traded on
the New York Stock Exchange under the symbol STT. For more
information, visit State Street's web site at www.statestreet.com
or call (877) 639-7788 [NEWS STT] toll-free in the United States
and Canada, or [1] (402) 573-3644 outside those countries.
This news release contains forward-looking statements as
defined by federal securities laws. Important factors that could
cause actual results to differ materially from those indicated by
any such forward-looking statements are set forth in the
company's annual report and subsequent SEC filings. These
include risks and uncertainties relating to regulatory approvals,
the value of worldwide financial markets, dynamics of markets
served, pace of new business, business mix, rate of technological
change, and the potential impact of the year 2000 on processing
date-sensitive information.
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