State Street Corp - Current report filing (8-K)
January 25 2008 - 7:52AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 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):
January 24,
2008
STATE
STREET CORPORATION
(Exact Name of Registrant as
Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction
of Incorporation)
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001-07511
(Commission
File Number)
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04-2456637
(I.R.S. Employer
Identification No.)
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One Lincoln Street, Boston, Massachusetts 02111
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone
number, including area code:
(617) 786-3000
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
FORWARD-LOOKING STATEMENTS
This
report contains forward-looking statements as defined by United States
securities laws that involve inherent risks and uncertainties. These statements relate to an uncompleted
securities offering. These statements
are subject to completion of the securities offering. Completion of this securities offering
requires, among other things, the satisfaction or waiver of the conditions to
closing specified in the underwriting agreement identified in Item 8.01 of this
report, including the absence of a material adverse change to State Street
Corporation, and other customary conditions.
Therefore, actual outcomes and results may differ materially from what
is expressed in those statements. The
forward-looking statements contained in this report speak only as of the date
hereof, and State Street will not undertake efforts to revise those forward-looking
statements to reflect events after this date.
Unless
otherwise indicated or unless the context requires otherwise, all references in
this Current Report on Form 8-K to State Street, we, us, our, or
similar terms mean State Street Corporation and its subsidiaries on a
consolidated basis.
Item 3.03. Material
Modification to Rights of Security Holders.
On January 25, 2008, State
Street Capital Trust III (the Trust), a subsidiary of State Street, will
issue in a public offering 500,000 of its 8.250% Fixed-to-Floating Rate Normal
Automatic Preferred Enhanced Capital Securities (Normal APEX), having a
liquidation amount of $1,000 per Normal APEX, for aggregate proceeds, before
expenses and underwriting commissions, of $500,000,000. Each Normal APEX
corresponds to (i) $1,000 principal amount of Remarketable 6.001% Junior
Subordinated Debentures due 2042
(the Junior Subordinated Debentures)
issued by State Street and owned by the Trust and (ii) a 1/100th interest
in Stock Purchase Contracts under which the Trust is obligated to purchase, and
State Street is obligated to sell, on the Stock Purchase Date determined
pursuant to the Stock Purchase Contract, one share of State Streets Perpetual
Non-Cumulative Preferred Stock, Series A, $100,000 liquidation preference
per share (the Preferred Stock). In conjunction with the Normal APEX, the
Capital APEX and the Stripped APEX, each as defined in State Streets and the
Trusts prospectus supplement dated January 17, 2008 (the Prospectus
Supplement), are hereinafter referred to as the Capital Securities. The Capital Securities are fully and
unconditionally guaranteed, to the extent described in the Prospectus
Supplement, by State Street.
Upon the issuance of the
Preferred Stock, the ability of State Street to declare or pay dividends on, or
purchase, redeem or otherwise acquire, shares of its common stock or preferred
stock will be subject to certain restrictions. These restrictions are set forth
in the Articles of Amendment to State Streets Articles of Organization
establishing the terms of the Preferred Stock
A copy of the Articles of Amendment is filed as Exhibit 3.1 to this
report and is incorporated herein by reference.
Item 5.03. Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 24, 2008, consistent
with the authorizations of its Board of Directors and the provisions of its
Articles of Organization, State Street filed Articles of Amendment to its
Articles of Organization with the Secretary of State of the Commonwealth of
Massachusetts. The Articles of Amendment create a series of 5,001 shares of
Preferred Stock of State Street designated as Non-Cumulative Perpetual
Preferred Stock, Series A. A copy
of the Articles of Amendment is filed as Exhibit 3.1 to this report and is
incorporated herein by reference.
Item 8.01. Other Events.
On January 17, 2008, State
Street and the Trust entered
into an Underwriting Agreement with Goldman, Sachs & Co., as
representative of the underwriters named in that agreement, for the sale of $500,000,000 in aggregate liquidation amount of Normal
APEX, liquidation amount of $1,000 per Normal APEX, of the Trust
registered pursuant to an automatic shelf registration statement on Form S-3ASR
(SEC File No. 333-132606).
-2-
The
offering is scheduled to be completed on January 25, 2008 and is subject
to customary closing conditions.
Copies
of the Underwriting Agreement, opinions of counsel and related consents, the
Amended and Restated Trust Agreement, Articles of Amendment to State Streets
Articles of Organization, securities certificates, the Guarantee Agreement, the
Third Supplemental Indenture, the Stock Purchase Contract Agreement and the
Collateral Agreement, or forms thereof, associated with this offering are filed
as exhibits to this report and are incorporated by reference into the
registration statement.
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits
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1.1
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Underwriting Agreement dated January 17, 2008 among State Street
Capital Trust III, State Street Corporation and Goldman, Sachs & Co.
Incorporated, as Representative of the underwriters named therein.
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3.1
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Articles of Amendment to Articles of Organization relating to the
creation of the Series A Preferred Stock of State Street Corporation
dated January 16, 2008, as filed with the Secretary of State of the
Commonwealth of Massachusetts on January 24, 2008.
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4.1
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Form of Third Supplemental Indenture, between State Street
Corporation and U.S. Bank National Association, as trustee, supplementing the
Junior Subordinated Indenture dated December 15, 1996 between State
Street Corporation and U.S. Bank National Association (as successor in
interest to The Bank of New York (as successor in interest to J.P. Morgan &
Co. (as successor in interest to Bank One Trust Company, N.A. (as successor
in interest to the First National Bank of Chicago)))).
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4.2
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Form of Amended and Restated Trust Agreement of State Street
Capital Trust III.
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4.3
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Form of Normal APEX Certificate of State Street Capital Trust
III (included as Exhibit C to Exhibit 4.2).
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4.4
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Form of Capital APEX Certificate of State Street Capital Trust
III (included as Exhibit A to Exhibit 4.2).
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4.5
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Form of Stripped APEX Certificate of State Street Capital Trust
III (included as Exhibit D to Exhibit 4.2).
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4.6
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Form of Stock Purchase Agreement between State Street
Corporation and State Street Capital Trust III.
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4.7
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Form of Collateral Agreement among State Street Corporation, as
Depositor, and U.S. National Bank National Association as Collateral Agent,
Custodial Agent, Securities Intermediary and Securities Registrar, and State
Street Capital Trust III.
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4.8
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Form of Guarantee Agreement of State Street Corporation relating
to the Capital Securities.
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5.1
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Opinion of Ropes & Gray LLP relating to the validity of the
Junior Subordinated Debentures, Guarantee and Preferred Stock.
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-3-
5.2
Opinion of Richards, Layton &
Finger, P.A. relating to the validity of the Capital Securities.
8.1 Tax Opinion of Ropes & Gray
LLP relating to the Prospectus Supplement.
23.1 Consent of Ropes & Gray LLP
(included in Exhibit 5.1).
23.2 Consent of Richards, Layton &
Finger, P.A. (included in Exhibit 5.2).
23.3 Consent of Ropes & Gray LLP
(included in Exhibit 8.1).
-4-
SIGNATURES
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 hereunto
duly authorized.
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STATE
STREET CORPORATION
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By:
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/s/
David C. Phelan
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Name:
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David
C. Phelan
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Title:
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Executive
Vice President and General Counsel
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Date:
January 24, 2008
EXHIBIT INDEX
Exhibit No.
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Description
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1.1
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Underwriting Agreement dated January 17, 2008 among State Street
Capital Trust III, State Street Corporation and Goldman, Sachs & Co.
Incorporated, as Representative of the underwriters named therein.
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3.1
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Articles of Amendment to Articles of Organization relating to the
creation of the Series A Preferred Stock of State Street Corporation
dated January 16, 2008, as filed with the Secretary of State of the
Commonwealth of Massachusetts on January 24, 2008.
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4.1
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Form of Third Supplemental Indenture, between State Street
Corporation and U.S. Bank National Association, as trustee, supplementing the
Junior Subordinated Indenture dated December 15, 1996 between State
Street Corporation and U.S. Bank National Association (as successor in
interest to The Bank of New York (as successor in interest to J.P.
Morgan & Co. (as successor in interest to Bank One Trust Company,
N.A. (as successor in interest to the First National Bank of Chicago)))).
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4.2
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Form of Amended and Restated Trust Agreement of State Street
Capital Trust III.
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4.3
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Form of Normal APEX Certificate of State Street Capital Trust
III (included as Exhibit C to Exhibit 4.2).
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4.4
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Form of Capital APEX Certificate of State Street Capital Trust
III (included as Exhibit A to Exhibit 4.2).
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4.5
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Form of Stripped APEX Certificate of State Street Capital Trust
III (included as Exhibit D to Exhibit 4.2).
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4.6
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Form of Stock Purchase Agreement between State Street
Corporation and State Street Capital Trust III.
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4.7
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Form of Collateral Agreement among State Street Corporation, as
Depositor, and U.S. National Bank National Association as Collateral Agent,
Custodial Agent, Securities Intermediary and Securities Registrar, and State
Street Capital Trust III.
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4.8
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Form of Guarantee Agreement of State Street Corporation relating
to the Capital Securities.
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5.1
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Opinion
of Ropes & Gray LLP relating to the validity of the Junior
Subordinated Debentures, Guarantee and Preferred Stock.
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5.2
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Opinion
of Richards, Layton & Finger, P.A. relating to the validity of the
Capital Securities.
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8.1
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Tax
Opinion of Ropes & Gray LLP relating to the Prospectus Supplement.
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23.1
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Consent
of Ropes & Gray LLP (included in Exhibit 5.1).
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23.2
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Consent
of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
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23.3
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Consent
of Ropes & Gray LLP (included in Exhibit 8.1).
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