<PAGE>
As filed with the Securities and Exchange Commission on May 28, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INVESTORS FINANCIAL SERVICES CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3279817
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 CLARENDON STREET
P.O. BOX 9130
BOSTON, MASSACHUSETTS 02117-9130
(Address of Principal Executive Offices) (Zip Code)
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AMENDED AND RESTATED 1995 STOCK PLAN
(Full title of the plans)
------------------------------------
JOHN E. HENRY
GENERAL COUNSEL AND SECRETARY
INVESTORS FINANCIAL SERVICES CORP.
200 CLARENDON STREET
P.O. BOX 9130
BOSTON, MASSACHUSETTS 02117-9130
(617) 330-6700
(Name and address including zip code and telephone number,
including area code, of agent for service)
------------------------------------
Copy to:
STEVEN C. BROWNE, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
125 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(617) 248-7000
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum
Title of Amount of Offering Aggregate Amount of
Securities to Shares to be Price Offering Registration
be Registered Registered (#) Per Share ($) Price ($) Fee ($)
- --------------------------- --------------------- --------------------- ------------------------ -------------------
<S> <C> <C> <C> <C>
AMENDED AND RESTATED 1995
STOCK PLAN
Common Stock 21,212 21.6250(1) 458,709 127.52
(Par Value $.01) 6,000 26.8750(1) 161,250 44.83
10,000 26.0000(1) 260,000 72.28
58,000 25.0000(1) 1,450,000 403.10
4,000 32.9375(1) 131,750 36.63
361,500 23.9375(1) 8,653,406 2,405.65
2,000 29.6875(1) 59,375 16.51
20,000 34.875(2) 697,500 193.91
717,288 34.875(3) 25,015,419 6,954.29
TOTAL: 1,200,000 36,887,409 10,255.00
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</TABLE>
(1) All of these shares are issuable upon exercise of outstanding options with
fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(1) under the
Securities Act of 1933, the aggregate offering price and the fee have been
computed upon the basis of the price at which the options may be exercised.
(2) All of these shares are issued and outstanding and available for resale
hereunder. The price of $34.875 per share, which is the average of the high
and low prices reported on the Nasdaq National Market on May 24, 1999, is
set forth solely for purposes of calculating the filing fee pursuant to
Rule 457(c) and (h).
(3) The price of $34.875 per share, which is the average of the high and low
prices reported on the Nasdaq National Market on May 24, 1999, is set forth
solely for purposes of calculating the filing fee pursuant to Rule 457(c)
and (h) and has been used only for those shares without a fixed exercise
price.
<PAGE>
PART I
EXPLANATORY NOTE
A. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the rules and regulations of the Securities and
Exchange Commission, the documents containing the information required by Part I
of Form S-8 will be sent or given to participating individuals.
B. REOFFER PROSPECTUS STATEMENT
The materials that follow, up to but not including the page beginning
Part II of this Registration Statement, constitutes a Reoffer Prospectus
prepared in accordance with the requirements of Part I of Form S-3 pursuant to
General Instruction C to Form S-8. The Reoffer Prospectus may be utilized for
reofferings and resales of up to 20,000 shares of common stock acquired by
William Vastardis pursuant to Investors Financial's Amended and Restated 1995
Stock Plan.
<PAGE>
REOFFER PROSPECTUS
20,000 SHARES
INVESTORS FINANCIAL SERVICES CORP.
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
-----------------------
This reoffer prospectus relates to 20,000 shares of the common stock of
Investors Financial Services Corp., a Delaware corporation ("Investors
Financial"), which may be sold from time to time by William Vastardis, a
stockholder and employee of Investors Financial. These shares were issued
pursuant to our Amended and Restated 1995 Stock Plan. Mr. Vastardis may sell the
shares from time to time at any price he decides to. Investors Financial will
receive no proceeds from the sale of the Shares by Mr. Vastardis.
Our common stock is traded on the Nasdaq National Market under the
symbol "IFIN." On May 24, 1999, the last reported sale price of our common stock
on the Nasdaq National Market was $34.875 per share.
---------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 5.
---------------
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL YOU
OTHERWISE.
---------------
The date of this Reoffer Prospectus is May 28, 1999.
<PAGE>
AVAILABLE INFORMATION
This prospectus is part of a registration statement on Form S-8,
together with exhibits and documents we incorporated by reference in the
registration statement (the "Registration Statement"), we filed with the
Securities and Exchange Commission under the Securities Act of 1933. This
prospectus does not contain all information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Securities and Exchange Commission. For further information
regarding Investors Financial and the common stock offered hereby, we refer you
to the Registration Statement and the exhibits and schedules filed with it.
Investors Financial is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
accordingly files reports, proxy statements and other information with the
Securities and Exchange Commission. The Registration Statement, including
exhibits and the reports, proxy statements and other information filed by
Investors Financial, may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices located at Seven World Trade
Center, New York, New York 10048, and at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies may also be obtained
from the Public Reference Room of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Information on the operation of the
Public Reference Room may be obtained by calling 1-800-SEC-0330. Our common
stock of Investors Financial is traded on the Nasdaq National Market. Reports,
proxy statements and other information concerning Investors Financial may be
inspected at the offices of the National Association of Securities Dealers, Inc.
located at 1735 K Street, N.W., Washington, D.C. 20006.
In addition, the Securities and Exchange Commission maintains a Web
site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Securities and Exchange Commission.
Investors Financial will provide without charge to each person who is
delivered a prospectus, on written or oral request, a copy of any or all of the
documents incorporated by reference herein (other than exhibits to those
documents unless those exhibits are specifically incorporated by reference into
those documents). Requests for copies should be directed to Investor Relations,
Investors Financial Services Corp., P.O. Box 9130, Boston, Massachusetts
02117-9130 (telephone: (617) 330-6700).
2
<PAGE>
INVESTORS FINANCIAL
Investors Financial, based in Boston, Massachusetts, provides a
broad range of asset administration services for the financial services
industry through its wholly-owned subsidiaries, Investors Bank & Trust
Company -Registered Trademark- and Investors Capital Services, Inc. Investors
Financial provides global custody, multicurrency accounting, institutional
transfer agency, performance measurement, foreign exchange, securities
lending, mutual fund administration and investment advisory services to a
variety of financial asset managers, including 65 mutual fund complexes,
investment advisors, banks and insurance companies. Investors Financial
provides financial asset administration services for net assets that totaled
approximately $258 billion at March 31, 1999, including approximately $14
billion of foreign net assets. Investors Financial also engages in private
banking transactions, including secured lending and deposit accounts.
Our principal offices are located at 200 Clarendon Street, Boston,
Massachusetts 02117-9130, and the our telephone number is (617) 330-6700.
RISK FACTORS
You should carefully consider the following risks before investing in
our common stock. These are not the only risks facing our company. Additional
risks may also impair our business operations. If any of the following risks
come to fruition, our business, results of operations or financial condition
could be materially adversely affected. In that case, the trading price of our
common stock could decline, and you may lose all or part of your investment. You
should also refer to the other information set forth in this prospectus,
including our financial statements and the accompanying notes.
This prospectus contains certain "forward-looking statements"
(statements that are not historical fact) based on our current expectations,
assumptions, estimates and projections about our company and our industry. These
forward-looking statements involve risks and uncertainties. Our actual results
could differ materially from those anticipated in those forward-looking
statements as a result of many factors, as more fully described in this section
and elsewhere in this prospectus.
THE FAILURE TO PROPERLY MANAGE OUR GROWTH COULD ADVERSELY AFFECT OUR BUSINESS
We have been experiencing a period of rapid growth that has been
placing a strain on all our resources, including our management. Additional
growth may further strain our management, financial and other resources. To
manage future growth effectively, we must continue to improve our operational,
financial and other internal systems, and to train, motivate and manage our
employees. If we fail to do so, our future growth could have a negative effect
on the quality of our services, could result in our loss of key personnel and
could cause our business and results of operations to suffer significantly.
OUR FUTURE SUCCESS DEPENDS ON SUCCESSFUL INTEGRATION OF PAST AND POSSIBLE FUTURE
ACQUISITIONS
Our future success depends significantly on our ability to integrate
into our operations the acquisitions we have completed within the prior twelve
months and any possible future acquisitions we may make. The acquisition of AMT
Capital Advisors, Inc. in May of 1998 and the acquisition of the institutional
trust and custody business of BankBoston, N.A. in October of 1998 present us
with significant challenges because we have limited experience in integrating
acquired businesses into our operations. Integrating acquired businesses demands
significant management attention which has to be
3
<PAGE>
diverted from other matters. Any future businesses we acquire will present
similar challenges. Our business and operating results could suffer
significantly if we are unable to integrate these businesses successfully into
our operations.
WE MUST HIRE AND RETAIN SKILLED PERSONNEL IN A TIGHT LABOR MARKET
Qualified personnel, and in particular client managers and other senior
personnel, are in great demand throughout the financial services industry. Our
success depends greatly upon our ability to attract, train, motivate and retain
these highly skilled employees. As competition for skilled personnel increases,
we will find it increasingly difficult to continue to attract and retain
sufficient numbers of these highly skilled employees. If we fail to attract and
retain these employees, our business and operating results could be seriously
negatively effected.
OUR OPERATING RESULTS ARE SUBJECT TO FLUCTUATIONS IN INTEREST RATES AND THE
STOCK MARKET
We base some of our fees on the market value of the assets we process.
Accordingly, our operating results, and in particular our operating results from
interest-related services, are subject to fluctuations in interest rates and
declines in stock market values as these fluctuations affect the market value of
assets processed. Interest rate and stock market fluctuations can also lead to
investors seeking alternatives to the investment offerings of our clients, which
results in a lower amount of the assets we process and, correspondingly, lower
fees. In addition, many of our client engagements are, and in the future will
likely continue to be, terminable upon 60 days notice. Accordingly, our
operating results may fluctuate significantly and may be materially negatively
affected by unanticipated client terminations and by fluctuations in interest
rates and the stock market.
WE FACE SIGNIFICANT COMPETITION FROM OTHER FINANCIAL SERVICES COMPANIES
We are part of an extremely competitive financial services industry.
Many of our current and potential competitors have longer operating histories,
greater name recognition and substantially greater financial, marketing and
other resources than we do. Therefore, they may be able to respond more quickly
than we can to new or changing opportunities, technologies, standards or
customer requirements. In addition, we face the risk that as the large mutual
fund complexes continue to grow and build in-house asset administration
capabilities, they may no longer need to outsource these services to us. These
factors create the possibility that we may not be able to compete effectively
with current or future competitors. If we fail to compete successfully, our
business and results of operations will be materially adversely affected.
OUR IMPORTANT PROPRIETARY RIGHTS MAY BE SUBJECT TO INFRINGEMENT CLAIMS OR BE
INFRINGED UPON
Our intellectual property rights are very important to our business. We
rely on trade secret, copyright and trademark laws and confidentiality
agreements with employees and third parties to protect our intellectual
property, all of which offer only limited protection. If we resort to legal
proceedings to enforce or protect our intellectual property rights, the
proceedings could be burdensome and expensive, could divert management's
attention and could have a material adverse effect on Investors Financial. Also,
any invalidation of our intellectual property rights could have a significant
negative impact on our business.
OUR QUARTERLY AND ANNUAL OPERATING RESULTS MAY FLUCTUATE
Our quarterly and annual operating results are difficult to predict and
may fluctuate from quarter to quarter and annually for several reasons,
including:
- the timing and commencement or termination of client
engagements;
4
<PAGE>
- the rate of net inflows and outflows of investor funds in the
debt and equity-based investment vehicles offered by our
clients;
- our introduction and acceptance of new services; and
- changes or anticipated changes in economic conditions,
including fluctuations in interest rates and declines in stock
market values.
Most of our expenses, like employee compensation and rent, are relatively fixed.
As a result, any shortfall in revenue in relation to our expectations could
cause significant changes in our operating results from quarter to quarter and
could result in material fluctuations in future operating results on a quarterly
or annual basis, all of which could materially and adversely affect our
business, operating results and stock price.
WE MAY BE AFFECTED BY YEAR 2000 TECHNOLOGY PROBLEMS
Many existing computer systems and software products do not properly
recognize dates after December 31, 1999. Any of our computer systems or programs
that are date-sensitive may recognize a date using `00' as the Year 1900 rather
than the Year 2000. This "Year 2000" problem could result in miscalculations,
data corruption, system failures or disruptions of operations, including an
inability to process transactions, track and account for assets, or engage in
similar normal business activities. We are subject to potential Year 2000
problems affecting our internal systems and the computer systems and software on
which our internal systems rely. We have determined that we will need to modify
or upgrade portions of our software so that our computer systems properly
utilize dates beyond December 31, 1999. We believe that through a timely
modification to or upgrades of software that we currently use, the impact of the
Year 2000 issue on our business operations may be mitigated. However, we
continue to face risk from the Year 2000 issue, as there can be no guarantee
that:
- we are able to act in a timely manner to modify or upgrade
software that we currently use;
- our suppliers and customers will timely remedy any Year 2000
issues they may face; and
- the renovation of the systems of the companies on which our
systems rely will be done in a manner that would not have a
material adverse effect on our operations.
Accordingly, the Year 2000 problem could have a material adverse effect on our
business, operating results and financial condition.
USE OF PROCEEDS
Investors Financial will not receive any proceeds from the sale of shares by Mr.
Vastardis. See "William Vastardis" and "Plan of Distribution."
WILLIAM VASTARDIS
This prospectus relates to 20,000 shares of our common stock issued to
Mr. Vastardis under our Amended and Restated 1995 Stock Plan.
5
<PAGE>
The following table sets forth the number and percentage of shares of
our common stock beneficially owned by Mr. Vastardis prior to this offering and
the maximum number of shares that Mr. Vastardis, his transferees, distributees,
pledgees, donees or other successors in interest may offer and sell pursuant to
this prospectus. Since Mr. Vastardis may sell all, some or none of his shares,
we cannot estimate the actual number of shares of common stock that will be sold
by Mr. Vastardis or the aggregate number or percentage of shares of our common
stock that Mr. Vastardis will own upon completion of this offering. See "Plan of
Distribution."
The shares of our common stock offered under this prospectus may be offered from
time to time by and for the account of Mr. Vastardis.
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE NUMBER OF
OF SHARES SHARES AVAILABLE
BENEFICIALLY FOR REOFFER AND SALE
NAME OWNED(1) HEREUNDER
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<S> <C> <C>
William Vastardis(2) 32,500(3) 20,000
</TABLE>
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(1) Represents less than 1% of the outstanding common stock of Investors
Financial.
(2) Mr. Vastardis is Managing Director of Investors Capital Services, Inc.,
a wholly-owned subsidiary of Investors Financial.
(3) Includes 12,500 shares obtainable pursuant to the exercise of stock
options held by Mr. Vastardis and exercisable within 60 days after May
28, 1999.
PLAN OF DISTRIBUTION
The shares of our common stock offered hereby may be sold from time to
time by Mr. Vastardis for his own account. Investors Financial will receive no
proceeds from this offering. Mr. Vastardis will pay or assume brokerage
commissions or other charges and expenses incurred in the sale of the shares.
Mr. Vastardis' sale of the shares is not currently subject to any
underwriting agreement. The shares covered by this prospectus may be sold by Mr.
Vastardis or by pledgees, donees, transferees, distributees or other successors
in interest of Mr. Vastardis from time to time. Mr. Vastardis may sell the
shares from time to time at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to prevailing market prices or
at negotiated prices. Sales may be effected in the over-the-counter market, on
the National Association of Securities Dealers Automated Quotation System, on
the Nasdaq National Market, or on any exchange on which the shares may then be
listed. Mr. Vastardis may sell the shares by one or more of the following: (a)
in one or more block trades in which a broker or dealer so engaged will attempt
to sell all or a portion of the shares held by Mr. Vastardis as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) through purchases by a broker or dealer as principal and resale
by such broker or dealer for its account pursuant to this prospectus; (c) in
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; (d) in negotiated transactions; and (e) through other means.
Mr. Vastardis may effect these transactions by selling shares to or
through broker-dealers, and those broker-dealers may receive compensation in the
form of underwriting discounts, concessions, commissions, or fees from Mr.
Vastardis and/or purchasers of the shares for whom such broker-dealers
6
<PAGE>
may act as agent or to whom they may sell as principal, or both (which
compensation to a particular broker-dealer might be in excess of customary
commissions). These broker-dealers and Mr. Vastardis may be deemed to be
"underwriters" within the meaning of the Securities Act, in connection with
those sales, and any commissions received by them and any profit on the resale
of shares placed by them might be deemed to be underwriting compensation.
Any shares of our common stock covered by this Prospectus that qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this Prospectus.
Mr. Vastardis is not restricted as to the price or prices at which he
may sell his shares. Sales of shares of common stock at less than the market
prices may depress the market price of our common stock. Mr. Vastardis is not
restricted as to the number of shares which may be sold at any one time, and it
is possible that a significant number of shares could be sold at the same time.
In addition, Mr. Vastardis may decide not to sell all, none or a portion of the
shares.
We have informed Mr. Vastardis that the anti-manipulation rules under
the Exchange Act (including, without limitation, Rule 10b-5 and Regulation M -
Rule 102) may apply to sales in the market and we will furnish Mr. Vastardis
upon request with a copy of these Rules. We will also inform Mr. Vastardis of
the need for delivery of copies of this prospectus.
First Chicago Trust Company of New York, 525 Washington Boulevard,
Jersey City, NJ 07303 is the transfer agent for our common stock.
LEGAL MATTERS
Certain legal matters with respect to the issuance of the shares of
common stock offered hereby will be passed upon for Investors Financial by
Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. As of the date of this
Prospectus, certain attorneys with the firm of Testa, Hurwitz & Thibeault, LLP
beneficially own an aggregate of 4,000 shares of our common stock.
EXPERTS
The consolidated financial statements incorporated in this
prospectus by reference from Investors Financial's Annual Report on Form 10-K
for the year ended December 31, 1998 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports, which are incorporated
herein by reference, and have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by Investors Financial with the
Securities and Exchange Commission pursuant to the Exchange Act are incorporated
in this prospectus by reference (File No. 0-26996):
1. Investors Financial's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
2. Investors Financial's Quarterly Report on Form 10-Q for the
period ended March 31, 1999.
7
<PAGE>
3. The description of Investors Financial's Common Stock, $.01
par value per share, contained in the section entitled
"Description of Registrant's Securities to be Registered"
contained in Investors Financial's Registration Statement on
Form 8-A filed under the Exchange Act with the Securities and
Exchange Commission on October 14, 1995, and incorporating by
reference the information contained in Investors Financial's
Registration Statement on Form S-1 (File No. 33-95980),
including any amendment or report filed for the purpose of
updating that description.
4. The description of the Preferred Stock Purchase Rights which
accompany each share of Investors Financial's Common Stock
contained in Investors Financial's Registration Statement on
Form 8-A filed under the Exchange Act with the Securities and
Exchange Commission on October 14, 1995, and incorporating by
reference the information contained in Investors Financial's
Registration Statement on Form S-1 (File No. 33-95980),
including any amendment or report filed for the purpose of
updating that description.
All documents subsequently filed by Investors Financial pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the end of the
offering of the shares, shall be deemed incorporated by reference in this
prospectus and made a part hereof from the date of filing of those documents.
Any statement contained in a document incorporated or deemed incorporated by
reference in this prospectus shall be deemed modified or superseded for purposes
of this prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed incorporated by
reference herein or in any prospectus supplement modifies or supersedes that
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
8
<PAGE>
You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. Mr. Vastardis is offering to sell, and seeking
offers to buy, shares of Common Stock only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or of any sale of the Common Stock. In this prospectus,
references to "Investors Financial," "we," "our" and "us" refer to Investors
Financial Services Corp.
--------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information ...................... 2
Investors Financial......................... 3
Risk Factors ............................... 3
Use of Proceeds ............................ 5
William Vastardis........................... 5
Plan of Distribution ....................... 6
Legal Matters .............................. 7
Experts .................................... 7
Incorporation of Certain Information
by Reference.............................. 7
</TABLE>
20,000 SHARES
I N V E S T O R S
-----------------
FINANCIAL SERVICES CORP.
COMMON STOCK
---------------
REOFFER
PROSPECTUS
---------------
May 28, 1999
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Investors Financial with the
Securities and Exchange Commission pursuant to the Exchange Act are incorporated
in this prospectus by reference (File No. 0-26996):
1. Investors Financial's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
2. Investors Financial's Quarterly Report on Form 10-Q for the
period ended March 31, 1999.
3. The description of Investors Financial's Common Stock, $.01
par value per share, contained in the section entitled
"Description of Registrant's Securities to be Registered"
contained in Investors Financial's Registration Statement on
Form 8-A filed under the Exchange Act with the Securities and
Exchange Commission on October 14, 1995, and incorporating by
reference the information contained in Investors Financial's
Registration Statement on Form S-1 (File No. 33-95980),
including any amendment or report filed for the purpose of
updating that description.
4. The description of the Preferred Stock Purchase Rights which
accompany each share of Investors Financial's Common Stock
contained in Investors Financial's Registration Statement on
Form 8-A filed under the Exchange Act with the Securities and
Exchange Commission on October 14, 1995, and incorporating by
reference the information contained in Investors Financial's
Registration Statement on Form S-1 (File No. 33-95980),
including any amendment or report filed for the purpose of
updating that description.
All documents subsequently filed by Investors Financial pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the end of the
offering of the shares, shall be deemed incorporated by reference in this
Prospectus and made a part hereof from the date of filing of those documents.
Any statement contained in a document incorporated or deemed incorporated by
reference in this Registration Statement shall be deemed modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed incorporated by reference herein modifies or supersedes that statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the issuance of the shares of
common stock offered hereby have been passed upon for Investors Financial by
Testa, Hurwitz & Thibeault, LLP, 125 High Street,
2
<PAGE>
Boston, Massachusetts 02110, counsel to the Registrant. Certain attorneys of
that firm hold an aggregate of 4,000 shares of common stock of Investors
Financial.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law and Investors Financial's
Certificate of Incorporation provide for indemnification of Investors
Financial's directors and officers for liabilities and expenses that they may
incur in those capacities. In general, directors and officers are indemnified
with respect to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of Investors Financial, and with
respect to any criminal action or proceeding, actions that the indemnitee had no
reasonable cause to believe were unlawful. We refer you to Investors Financial's
Certificate of Incorporation filed as Exhibit 3.1 to Investors Financial's
Registration Statement on Form S-1 (File No. 33-95980).
Investors Financial maintains directors and officers liability
insurance for the benefit of its directors and certain of its officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Investors Financial issued 20,000 shares of common stock to William
Vastardis under the 1995 Stock Plan. This issuance was exempt from registration
under Section 4(2) of the Securities Act of 1933.
Item 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
Exhibit 4.1 Certificate of Incorporation of Investors
Financial (filed as Exhibit 3.1 to Investors
Financial's Registration Statement on Form S-1 (File
No. 33-95980) and incorporated herein by reference).
Exhibit 4.2 By-laws of Investors Financial (filed as Exhibit 3.2
to Investors Financial's Registration Statement on
Form S-1 (File No. 33-95980) and incorporated herein
by reference).
Exhibit 4.3 Rights Agreement, dated as of September 25, 1995,
as amended, by and between Investors Financial and
First Chicago Trust Company of New York (filed as
Exhibit 4.2 to Investors Financial's Registration
Statement on Form S-1 (File No. 33-95980) and
incorporated herein by reference).
Exhibit 4.4 Amended and Restated 1995 Stock Plan (filed as
Exhibit 10.14 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1998 and
incorporated herein by reference).
Exhibit 4.5 Form of Stock Option Agreement under the Amended and
Restated 1995 Stock Plan.
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 21.1 Subsidiaries of the Registrant.
3
<PAGE>
Exhibit 23.1 Consent of Deloitte & Touche LLP.
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included
in Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature
page to this Registration Statement).
4
<PAGE>
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described in
Item 6, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling
5
<PAGE>
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the questions
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication of
such issue.
[Remainder of Page Intentionally Left Blank]
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Investors Financial Services Corp., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Boston, State of
Massachusetts, on this 18th day of May, 1999.
INVESTORS FINANCIAL SERVICES CORP.
By: /s/ Kevin J. Sheehan
---------------------------
Kevin J. Sheehan
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Kevin
J. Sheehan and Karen C. Keenan, his or her attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
or her substitute or substitutes, may do or cause to be done by virtue hereof.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Kevin J. Sheehan Chairman, President, Chief Executive May 18, 1999
- ----------------------------------
Kevin J. Sheehan Officer
/s/ Karen C. Keenan Chief Financial Officer May 18, 1999
- ---------------------------------
Karen C. Keenan
/s/ Frank B. Condon, Jr. Director May 18, 1999
- -------------------------------
Frank B. Condon, Jr.
/s/ Donald G. Friedl Director May 18, 1999
- ------------------------------------
Donald G. Friedl
/s/ Robert B. Fraser Director May 18, 1999
- ------------------------------------
Robert B. Fraser
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Thomas P. McDermott Director May 18, 1999
- -----------------------------
Thomas P. McDermott
/s/ James M. Oates Director May 18, 1999
- ----------------------------------
James M. Oates
/s/ Phyllis S. Swersky Director May 18, 1999
- ----------------------------------
Phyllis S. Swersky
</TABLE>
8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE
<S> <C> <C>
Exhibit 4.1 Certificate of Incorporation of Investors Financial (filed as Exhibit
3.1 to Investors Financial's Registration Statement on Form S-1 (File
No. 33-95980) and incorporated herein by reference).
Exhibit 4.2 By-laws of Investors Financial (filed as Exhibit 3.2 to Investors
Financial's Registration Statement on Form S-1 (File No. 33-95980) and
incorporated herein by reference).
Exhibit 4.3 Rights Agreement, dated as of September 25, 1995, as amended, by and
between Investors Financial and First Chicago Trust Company of New
York (filed as Exhibit 4.2 to Investors Financial's Registration
Statement on Form S-1 (File No. 33-95980) and incorporated herein by
reference).
Exhibit 4.4 Amended and Restated 1995 Stock Plan (filed as Exhibit 10.14 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 and incorporated herein by reference).
Exhibit 4.5 Form of Stock Option Agreement under the 1995 Stock Plan.
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 21.1 Subsidiaries of the Registrant.
Exhibit 23.1 Consent of Deloitte & Touche, LLP.
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature page to this
Registration Statement).
</TABLE>
9
<PAGE>
Exhibit 4.6
INVESTORS FINANCIAL SERVICES CORP.
INCENTIVE STOCK OPTION AGREEMENT
Investors Financial Services Corp., a Delaware corporation (the
"Company"), hereby grants as of the 29th day of May, 1998 to William E.
Vastardis (the "Employee"), an option to purchase a maximum of 25,000 shares
(the "Option Shares") of its Common Stock, $.01 par value ("Common Stock"), at
the price of $_____ per share, on the following terms and conditions:
1. GRANT UNDER THE 1995 STOCK PLAN. This option is granted pursuant to and
is governed by the Company's 1995 Stock Plan (the "Plan") and, unless the
context otherwise requires, terms used herein shall have the same meaning as in
the Plan. Determinations made in connection with this option pursuant to the
Plan shall be governed by the Plan as it exists on this date.
2. GRANT AS INCENTIVE STOCK OPTION; OTHER OPTIONS. This option is intended
to qualify as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). This option is in addition to any
other options heretofore or hereafter granted to the Employee by the Company or
any Related Corporation (as defined in the Plan), but a duplicate original of
this instrument shall not effect the grant of another option.
3. VESTING OF OPTION IF EMPLOYMENT CONTINUES. If the Employee has
continued to be employed by the Company or any Related Corporation on the
following dates, the Employee may exercise this option for the number of shares
of Common Stock set opposite the applicable date:
May 29, 1999 - 6,250 shares
May 29, 2000 - an additional
6,250 shares
May 29, 2001 - an additional
6,250 shares
May 29, 2002 - an additional
6,250 shares
The foregoing rights are cumulative and, while the Employee continues to be
employed by the Company or any Related Corporation, may be exercised on or
before the date which is ten years from the date this option is granted. All of
the foregoing rights are subject to Sections 4 and 5, as appropriate, if the
Employee ceases to be employed by the Company and all Related Corporations.
4. TERMINATION OF EMPLOYMENT.
(a) TERMINATION OTHER THAN FOR CAUSE: If the Employee ceases to be
employed by the Company and all Related Corporations, other than by reason of
death or disability as defined in Section 5 or termination for Cause as defined
in Section 4(c), no further installments of this option shall become
exercisable, and this option shall terminate after the passage of three months
from the Employee's last day of employment, but in no event later than the
scheduled expiration date. In such a case, the
<PAGE>
Employee's only rights hereunder shall be those which are properly exercised
before the termination of this option.
(b) TERMINATION FOR CAUSE: If the employment of the Employee is
terminated for Cause (as defined in Section 4(c)), this option shall terminate
upon the Employee's receipt of written notice of such termination and shall
thereafter not be exercisable to any extent whatsoever.
(c) DEFINITION OF CAUSE: "Cause" shall mean conduct involving one
or more of the following: (i) the substantial and continuing failure of the
Employee, after notice thereof, to render services to the Company or Related
Corporation in accordance with the terms or requirements of his or her
employment; (ii) disloyalty, gross negligence, willful misconduct, dishonesty or
breach of fiduciary duty to the Company or Related Corporation; (iii) the
commission of an act of embezzlement or fraud; (iv) deliberate disregard of the
rules or policies of the Company or Related Corporation which results in direct
or indirect loss, damage or injury to the Company or Related Corporation; (v)
the unauthorized disclosure of any trade secret or confidential information of
the Company or Related Corporation; or (vi) the commission of an act which
constitutes unfair competition with the Company or Related Corporation or which
induces any customer or supplier to breach a contract with the Company or
Related Corporation.
5. DEATH; DISABILITY.
(a) DEATH: If the Employee dies while in the employ of the Company
or any Related Corporation, this option may be exercised, to the extent
otherwise exercisable on the date of his or her death, by the Employee's estate,
personal representative or beneficiary to whom this option has been assigned
pursuant to Section 9, at any time within 180 days after the date of death, but
not later than the scheduled expiration date.
(b) DISABILITY: If the Employee ceases to be employed by the
Company and all Related Corporations by reason of his or her disability (as
defined in the Plan), this option may be exercised, to the extent otherwise
exercisable on the date of the termination of his or her employment, at any time
within 180 days after such termination, but not later than the scheduled
expiration date.
(c) EFFECT OF TERMINATION: At the expiration of the 180-day period
provided in paragraph (a) or (b) of this Section 5 or the scheduled expiration
date, whichever is the earlier, this option shall terminate and the only rights
hereunder shall be those as to which the option was properly exercised before
such termination.
6. PARTIAL EXERCISE. This option may be exercised in part at any time and
from time to time within the above limits, except that this option may not be
exercised for a fraction of a share unless such exercise is with respect to the
final installment of stock subject to this option and cash in lieu of a
fractional share must be paid, in accordance with Paragraph 13(G) of the Plan,
to permit the Employee to exercise completely such final installment. Any
fractional share with respect to which an installment of this option cannot be
exercised because of the limitation contained in the preceding sentence shall
remain subject to this option and shall be available for later purchase by the
Employee in accordance with the terms hereof.
<PAGE>
7. PAYMENT OF PRICE. (a) The option price shall be paid in the following
manner:
(i) in cash or by check;
(ii) subject to paragraph 7(b) below, by delivery of shares
of the Company's Common Stock having a fair market value
(as determined by the Committee) equal as of the date of
exercise to the option price;
(iii) by delivery of an assignment satisfactory in form and
substance to the Company of a sufficient amount of the
proceeds from the sale of the Option Shares and an
instruction to the broker or selling agent to pay that
amount to the Company; or
(iv) by any combination of the foregoing.
(b) LIMITATIONS ON PAYMENT BY DELIVERY OF COMMON STOCK: If the
Employee delivers Common Stock held by the Employee ("Old Stock") to the Company
in full or partial payment of the option price, and the Old Stock so delivered
is subject to restrictions or limitations imposed by agreement between the
Employee and the Company, an equivalent number of Option Shares shall be subject
to all restrictions and limitations applicable to the Old Stock to the extent
that the Employee paid for the Option Shares by delivery of Old Stock, in
addition to any restrictions or limitations imposed by this Agreement.
Notwithstanding the foregoing, the Employee may not pay any part of the exercise
price hereof by transferring Common Stock to the Company unless such Common
Stock has been owned by the Employee free of any substantial risk of forfeiture
for at least six months.
8. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of
this Agreement, this option may be exercised by written notice to the Company at
its principal executive office, or to such transfer agent as the Company shall
designate. Such notice shall state the election to exercise this option and the
number of Option Shares for which it is being exercised and shall be signed by
the person or persons so exercising this option. Such notice shall be
accompanied by payment of the full purchase price of such shares, and the
Company shall deliver a certificate or certificates representing such shares as
soon as practicable after the notice shall be received. Such certificate or
certificates shall be registered in the name of the person or persons so
exercising this option (or, if this option shall be exercised by the Employee
and if the Employee shall so request in the notice exercising this option, shall
be registered in the name of the Employee and another person jointly, with right
of survivorship). In the event this option shall be exercised, pursuant to
Section 5 hereof, by any person or persons other than the Employee, such notice
shall be accompanied by appropriate proof of the right of such person or persons
to exercise this option.
9. OPTION NOT TRANSFERABLE. This option is not transferable or assignable
except by will or by the laws of descent and distribution. During the Employee's
lifetime only the Employee can exercise this option.
10. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of this
option imposes no obligation on the Employee to exercise it.
11. NO OBLIGATION TO CONTINUE EMPLOYMENT. Neither the Plan, this
Agreement, nor the grant of this option imposes any obligation on the Company or
any Related Corporation to continue the Employee in employment.
<PAGE>
12. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Employee shall have no
rights as a stockholder with respect to the Option Shares until such time as the
Employee has exercised this option by delivering a notice of exercise and has
paid in full the purchase price for the shares so exercised in accordance with
Section 8. Except as is expressly provided in the Plan with respect to certain
changes in the capitalization of the Company, no adjustment shall be made for
dividends or similar rights for which the record date is prior to such date of
exercise.
13. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. The Plan contains provisions
covering the treatment of options in a number of contingencies such as stock
splits and mergers. Provisions in the Plan for adjustment with respect to stock
subject to options and the related provisions with respect to successors to the
business of the Company are hereby made applicable hereunder and are
incorporated herein by reference.
14. EARLY DISPOSITION. The Employee agrees to notify the Company in
writing immediately after the Employee transfers any Option Shares, if such
transfer occurs on or before the later of (a) the date two years after the date
of this Agreement or (b) the date one year after the date the Employee acquired
such Option Shares. The Employee also agrees to provide the Company with any
information concerning any such transfer required by the Company for tax
purposes.
15. WITHHOLDING TAXES. If the Company or any Related Corporation in its
discretion determines that it is obligated to withhold any tax in connection
with the exercise of this option, or in connection with the transfer of, or the
lapse of restrictions on, any Common Stock or other property acquired pursuant
to this option, the Employee hereby agrees that the Company or any Related
Corporation may withhold from the Employee's wages or other remuneration the
appropriate amount of tax. At the discretion of the Company or Related
Corporation, the amount required to be withheld may be withheld in cash from
such wages or other remuneration or in kind from the Common Stock or other
property otherwise deliverable to the Employee on exercise of this option. The
Employee further agrees that, if the Company or any Related Corporation does not
withhold an amount from the Employee's wages or other remuneration sufficient to
satisfy the withholding obligation of the Company or Related Corporation, the
Employee will make reimbursement on demand, in cash, for the amount
underwithheld.
16. ARBITRATION. Any dispute, controversy, or claim arising out of, in
connection with, or relating to the performance of this Agreement or its
termination shall be settled by arbitration in the Commonwealth of
Massachusetts, pursuant to the rules then obtaining of the American Arbitration
Association. Any award shall be final, binding and conclusive upon the parties
and a judgment rendered thereon may be entered in any court having jurisdiction
thereof.
17. PROVISION OF DOCUMENTATION TO EMPLOYEE. By signing this Agreement the
Employee acknowledges receipt of a copy of this Agreement and a copy of the
Plan.
<PAGE>
18. MISCELLANEOUS.
(a) NOTICES: All notices hereunder shall be in writing and shall
be deemed given when sent by certified or registered mail, postage prepaid,
return receipt requested, to the address set forth below. The addresses for such
notices may be changed from time to time by written notice given in the manner
provided for herein.
(b) ENTIRE AGREEMENT; MODIFICATION: This Agreement constitutes the
entire agreement between the parties relative to the subject matter hereof, and
supersedes all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement. This Agreement may
be modified, amended or rescinded only by a written agreement executed by both
parties.
(c) SEVERABILITY: The invalidity, illegality or unenforceability
of any provision of this Agreement shall in no way affect the validity, legality
or enforceability of any other provision.
(d) SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns, subject to the limitations set forth in Section 9 hereof.
(e) GOVERNING LAW: This Agreement shall be governed by and
interpreted in accordance with the laws of the Commonwealth of Massachusetts,
without giving effect to the principles of the conflicts of laws thereof.
IN WITNESS WHEREOF, the Company and the Employee have caused this
instrument to be executed as of the date first above written.
Investors Financial Services Corp.
200 Clarendon Street
Boston, MA 02116
- -----------------------------
Employee
By:
- ----------------------------- ------------------------------
Print Name of Employee
Karen C. Keenan
- ----------------------------- ----------------------------------
Street Address Name
Senior VP and Chief Financial Officer
- ----------------------------- -------------------------------------
City State Zip Code Title
<PAGE>
Exhibit 5.1
May 28, 1999
Investors Financial Services Corp.
200 Clarendon Street
P.O. Box 9130
Boston, MA 02117-9130
Re: Registration Statement on Form S-8 (including the Reoffer
Prospectus on Form S-3) Relating to the Amended and Restated
1995 Stock Plan (the "Plan") OF INVESTORS FINANCIAL SERVICES
CORP. (THE "COMPANY")
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form
S-8 (including the Reoffer Prospectus on Form S-3) (the "Registration
Statement") filed by the Company on or about May 27, 1999 with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to an aggregate of 1,200,000 shares of Common Stock, $.01 par value per share,
of the Company issuable pursuant to the Plan (the "Shares").
We have examined, are familiar with, and have relied as to factual matters
solely upon, a copy of the Plan, the Certificate of Incorporation and By-Laws of
the Company, the minute books and stock records of the Company and originals of
such other documents, certificates and proceedings as we have deemed necessary
for the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plan, the terms of any option or purchase right grant thereunder duly
authorized by the Company's Board of Directors or Compensation Committee and/or
any related agreements with the Company, will be validly issued, full paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
Exhibit 21.1
SUBSIDIARIES OF THE COMPANY
All subsidiaries do business under the respective names listed below.
1. Investors Capital Trust I
Delaware trust
2. Investors Capital Services, Inc.
Delaware corporation
3. Investors Bank & Trust Company
Massachusetts chartered trust company
4. Investors Safe Deposit Corp.
Massachusetts corporation
5. IBT Trust Company (Cayman) Ltd.
Cayman Islands trust company
6. Investors Securities Corporation
Massachusetts securities corporation
7. Investors Funding Corporation
Massachusetts Real Estate Investment Trust
8. IBT Fund Services (Canada) Inc.
incorporated in Canada
9. Investors Trust Holdings Ireland
organized in the Republic of Ireland
10. Investors Financial Services (Ireland) Ltd.
organized in the Republic of Ireland
11. Investors Trust & Custodial Services (Ireland) Ltd.
organized in the Republic of Ireland
12. Investors Fund Services (Ireland) Ltd.
organized in the Republic of Ireland
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Investors Financial Services Corp. (the "Company") on Form S-8 (including
the reoffer prospectus) of our reports dated February 16, 1999, appearing in
the Annual Report on Form 10-K of the Company for the year ended December 31,
1998 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
Boston, Massachusetts
May 28, 1999
