<PAGE>
As filed with the Securities and Exchange Commission on October 6, 1998
Registration No. 333-61951
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Investors Financial Services Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3279817
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
200 Clarendon Street, Boston, MA 02116 (617) 330-6700
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
John E. Henry, Esq.
General Counsel and Secretary
Investors Financial Services Corp.
P.O. Box 9130
Boston, MA 02117-9130
(617) 330-6700
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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Copies to:
Steven C. Browne, Esq. Michael T. Kohler, Esq.
TESTA, HURWITZ & THIBEAULT, LLP BROWN & WOOD LLP
125 High Street One World Trade Center
High Street Tower New York, New York 10048
Boston, Massachusetts 02110 (212) 839-5300
(617) 248-7000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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. / /
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 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(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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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<PAGE>
This Post-Effective Amendment No. 1 is being filed to deregister
440,000 shares of Common Stock (the "Shares") of Investors Financial Services
Corp. (the "Registrant") covered by the Form S-3 Registration Statement No.
333-61951 (the "Registration Statement"). The Registration Statement was
declared effective on September 17, 1998. The Shares have not been sold as of
the date of this Post-Effective Amendment No. 1 and are no longer being offered.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Boston, Massachusetts on October 6, 1998.
INVESTORS FINANCIAL SERVICES CORP.
By: /s/ Kevin J. Sheehan
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Kevin J. Sheehan
President, Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
- --------- -------- ----
<S> <C> <C>
/s/ Kevin J. Sheehan President, Chief Executive Officer and October 6, 1998
- -------------------------- Chairman (Principal Executive Officer)
Kevin J. Sheehan
* Senior Vice President, Chief Financial Officer October 6, 1998
- -------------------------- and Treasurer (Principal Financial Officer and
Karen C. Keenan Principal Accounting Officer)
* Director October 6, 1998
- --------------------------
James M. Oates
* Director October 6, 1998
- --------------------------
Thomas P. McDermott
* Director October 6, 1998
- --------------------------
Robert B. Fraser
* Director October 6, 1998
- --------------------------
Frank B. Condon, Jr.
* Director October 6, 1998
- --------------------------
Donald G. Friedl
* Director October 6, 1998
- --------------------------
Phyllis S. Swersky
*By:/s/ Kevin J. Sheehan
----------------------
Kevin J. Sheehan
as attorney-in-fact
</TABLE>
