<PAGE>
As filed with the Securities and Exchange Commission on June 20, 2000
REGISTRATION NO. 333-34516
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. 333-49143
------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
STATE STREET CORPORATION MASSACHUSETTS 04-2456637
STATE STREET CAPITAL TRUST II DELAWARE 13-7147835
STATE STREET CAPITAL TRUST III DELAWARE 13-7147836
STATE STREET CAPITAL TRUST IV DELAWARE TO BE APPLIED FOR
(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:
MARK V. NUCCIO, 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]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [X]
<PAGE>
Item 16. Exhibits
Exhibit Number Description
-------------- -----------
4.26 Indenture dated as of June 15 between Registrant and Bank One
Trust Company, N.A.
25.6 Form T-1 Statement of Eligibility of Bank One Trust Company, N.A.
to act as trustee under the Indenture dated as of June 15
between Registrant and Bank One Trust Company, N.A.
<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 19th
day of June 2000.
STATE STREET CORPORATION
By:
/s/ Ronald L. O'Kelley
-------------------------------------------------
RONALD L. O'KELLEY
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND TREASURER (PRINCIPAL FINANCIAL OFFICER)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the June 19, 2000.
SIGNATURE TITLE
--------- -----
* Chairman and
------------------------- Chief Executive
MARSHALL N. CARTER Officer (Principal Executive
Officer)
/s/ Ronald L. O'Kelley Executive Vice President,
------------------------- Chief Financial Officer and
RONALD L. O'KELLEY Treasurer (Principal Financial
Officer)
* Corporate
------------------------- Controller
FREDERICK BAUGHMAN (Principal Accounting Officer)
* Director
-------------------------
TENLEY E. ALBRIGHT
* Director
-------------------------
I. MACALLISTER BOOTH
------------------------- Director
JAMES I. CASH
* Director
-------------------------
TRUMAN S. CASNER
<PAGE>
---------------------------- Director
NADER F. DAREHSHORI
* Director
----------------------------
ARTHUR L. GOLDSTEIN
---------------------------- Director
DAVID P. GRUBER
*
---------------------------- Director
JOHN M. KUCHARSKI
*
---------------------------- Director
CHARLES R. LAMANTIA
*
---------------------------- Director
DAVID B. PERINI
---------------------------- Director
DENNIS J. PICARD
* Director
----------------------------
ALFRED POE
* Director
----------------------------
BERNARD W. REZNICEK
* Director
----------------------------
DAVID A. SPINA
* Director
----------------------------
DIANA CHAPMAN WALSH
* Director
----------------------------
ROBERT E. WEISSMAN
* By: /s/ Ronald L. O'Kelley
---------------------
Attorney-in-fact
