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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 (Date of earliest event reported): October 1, 1998
INVESTORS FINANCIAL SERVICES CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-26996 04-3279817
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(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
200 Clarendon Street, Boston, MA 02116
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 330-6700
No change since last report
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(Former name or address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
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On July 17, 1998, Investors Bank & Trust Company (the "Buyer"), a
wholly-owned subsidiary of Investors Financial Services Corp. (the
"Corporation"), entered into a Purchase and Sale Agreement (the "Agreement")
with Bank Boston, N.A. ("Seller") pursuant to which the Buyer, on October 1,
1998 (the "Closing"), purchased (the "Acquisition") from Seller substantially
all of the assets of Seller solely relating to Seller's institutional trust and
custody business (the "Business"). The Business comprised approximately $41
billion in assets under custody at August 31, 1998.
The aggregate purchase price (the "Purchase Price") to be paid by Buyer
for the Business is approximately $50 million. A deposit of $1 million was made
by Buyer upon the signing of the Agreement. An additional $43 million was paid
at Closing. Buyer will pay up to an additional $6 million to Seller based upon
the level of client retention at the one year anniversary of the Closing. The
terms of the Acquisition, including the Purchase Price, are the result of arm's
length negotiations between the representatives of Seller and Buyer.
The Acquisition is being accounted for as a purchase. Buyer is funding
the transaction from internal resources.
In connection with the Acquisition, on July 17, 1998 Buyer and Seller
also entered into an Outsourcing Agreement (the "Outsourcing Agreement").
Pursuant to the Outsourcing Agreement, effective upon the Closing, Seller
appointed Buyer custodian to provide certain custody and other services to
Seller's assets under management which totaled approximately $24 billion as of
August 31, 1998. The terms of the Outsourcing Agreement, including the fees of
Buyer thereunder, are the result of arm's length negotiations between the
representatives of Seller and Buyer.
Buyer issued a press release regarding the Acquisition on October 1,
1998. A copy of the press release is attached as Exhibit 99.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
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It is impracticable to provide the financial information
required by Item 7(a) of Form 8-K relating to the Acquisition
at the time this report is filed. Such required financial
information will be filed as soon as practicable, but in any
event not later than December 15, 1998.
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(b) Unaudited Pro Forma Combined Financial Information.
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It is impracticable to provide the financial information
required by Item 7(b) of Form 8-K relating to the Acquisition
at the time this report is filed. Such financial information
will be filed as soon as practicable, but in any event not
later than December 15, 1998.
(c) Exhibits.
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2.1 Purchase and Sale Agreement, dated as of July 17,
1998, by and between BankBoston, N.A. and Investors
Bank & Trust Company.
Incorporated by reference to the Registrant's Form
8-K (File No. 000-26996) filed with the Securities
and Exchange Commission on August 19, 1998.
99.1 Press Release of the Registrant, dated July 20, 1998.
Incorporated by reference to the Registrant's form
8-K (File No. 000-26996) filed with the Securities
and Exchange Commission on July 20, 1998.
99.2 Press Release of the Registrant, dated October 1,
1998.
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SIGNATURE
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 thereunto duly authorized.
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
Dated: October 16, 1998
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Purchase and Sale Agreement, dated as of July 17, 1998, by
and between BankBoston, N.A. and Investors Bank & Trust
Company.
Incorporated by reference to the Registrant's
Form 8-K (File No. 000-26996) filed with the
Securities and Exchange Commission on August
19, 1998.
99.1 Press Release of the Registrant, dated July 20, 1998.
Incorporated by reference to the Registrant's
form 8-K (File No. 000-26996) filed with the
Securities and Exchange Commission on July 20,
1998.
99.2 Press Release of the Registrant, dated October 1, 1998.
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Exhibit 99.2
INVESTORS FINANCIAL SERVICES CORP. COMPLETES PURCHASE OF
BANKBOSTON'S DOMESTIC INSTITUTIONAL CUSTODY BUSINESS
Contact: Gail Simard
(617) 330-6268
[email protected]
BOSTON, MA, October 1, 1998 - Investors Financial Services Corp. (Nasdaq: IFIN)
today announced it has completed the purchase of the domestic institutional
custody business of BankBoston, N.A. The Company will pay up to $50 million for
the business, with $44 million paid at today's closing and up to an additional
$6 million to be paid in 12 months.
BankBoston's domestic institutional custody business, which comprised
approximately $41 billion in assets under custody at August 31, 1998, became
part of Investors Bank & Trust Company(R), a wholly owned subsidiary of
Investors Financial Services Corp. In addition, Investors Bank & Trust Company
has entered into an outsourcing agreement under which it will provide the
custody, settlement and depository functions for BankBoston's asset management
business. Effective today, the employees of BankBoston's domestic institutional
custody business became employees of Investors Bank & Trust Company.
Investors Financial Services Corp. provides asset administration
services for the financial services industry through its wholly-owned
subsidiaries, Investors Bank & Trust Company and Investors Capital Services,
Inc. The Company provides global custody, multicurrency accounting,
institutional transfer agency, performance measurement, foreign exchange,
securities lending, mutual fund administration and investment advisory services
to financial asset managers, including mutual fund complexes, investment
advisors, banks and insurance companies.
