<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO.2
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.
----------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-26996 04-3279817
--------------- ----------- ----------------
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation or organization) Identification No.)
200 CLARENDON STREET, BOSTON, MA 02116
- ----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 330-6700
------------------------
NO CHANGE SINCE LAST REPORT
-------------------------------------------------------------------
(Former name or address, if changed since last report)
<PAGE>
The undersigned Registrant has determined that Item 7(a) and 7(b) disclosure
is not required with respect to the Registrant's acquisition of substantially
all of the assets of BankBoston, N.A. solely relating to BankBoston's
institutional trust and custody business (the "Business") because the
Business fails to meet the requirements of Rule 11-01(b) under Regulation
S-X. The undersigned Registrant hereby amends and restates Item 7 of its
current report on Form 8-K dated October 16, 1998, as amended by Form 8-K/A
dated December 15, 1998, so that as so amended and restated said Item 7 shall
read in its entirety as follows:
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENT OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION
Not applicable.
(c) EXHIBITS.
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.
Incorporated by reference to the Registrant's Form
8-K (File No. 000-26996) filed with the Securities
and Exchange Commission on October 16, 1998.
-2-
<PAGE>
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
-----------------------------------
Kevin J. Sheehan
President, Chief Executive Officer
and Chairman of the Board
Dated: February 5, 1999
-3-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------
<S> <C> <C>
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.
Incorporated by reference to the Registrant's
Form 8-K (File No. 000-26996) filed with the
Securities and Exchange Commission on October
16, 1998.
</TABLE>
