-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cnssx25/VDQnIv7r1dG13N0QsVDxV3CLS3clwBW64yb2QjUvR/ZagFxy+rJurmp+ /zC6znJB6gobrCOWmH4HVA== 0000950135-94-000579.txt : 19940930 0000950135-94-000579.hdr.sgml : 19940930 ACCESSION NUMBER: 0000950135-94-000579 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940926 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: STATE STREET BOSTON CORP CENTRAL INDEX KEY: 0000093751 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 042456637 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05108 FILM NUMBER: 94550203 BUSINESS ADDRESS: STREET 1: 225 FRANKLIN ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6177863000 MAIL ADDRESS: STREET 1: 225 FRANKLIN STREET CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: STATE STREET BOSTON FINANCIAL CORP DATE OF NAME CHANGE: 19780525 11-K 1 STATE STREET BOSTON CORPORATION FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 1993 OR / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number: 0-5108 ------- A. Full title of the plan: WENDOVER FUND, INC. EMPLOYEES' SAVINGS PLUS AND PROFIT SHARING PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: STATE STREET BOSTON CORPORATION 225 Franklin Street Boston, MA 02110 2 A. Financial Statements: Audited financial statements of Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan. 1. Report of Independent Auditors 2. Statements of Net Assets Available for Plan Benefits and Fund Information. 3. Statements of Changes in Net Assets Available for Plan Benefits with Fund Information. 4. Notes to Financial Statements. 5. Supplementary Information: Schedule I - Assets Held for Investment Schedule II - Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets B. Exhibits: 1. Exhibit 23: Consent of Ernst & Young. ---------- 3 Financial Statements and Supplemental Schedules WENDOVER FUNDING, INC. EMPLOYEES' SAVINGS PLUS AND PROFIT SHARING PLAN Years ended December 31, 1993 and 1992 with Report of Independent Auditors 4 Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan Financial Statements and Supplemental Schedules Years ended December 31, 1993 and 1992 Contents Report of Independent Auditors................................... 1 Financial Statements Statements of Net Assets Available for Plan Benefits with Fund Information...................................................... 3 Statements of Changes in Net Assets Available for Plan Benefits with Fund Information............................................ 5 Notes to Financial Statements.................................... 6 Supplemental Schedules Assets Held for Investment...................................... 10 Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets................................... 11
5 [LOGO] Report of Independent Auditors Board of Directors Wendover Funding, Inc. We have audited the accompanying statements of net assets available for plan benefits of the Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan (Plan) as of December 31, 1993, and the related statement of changes in net assets available for plan benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1993, and the changes in its net assets available for plan benefits for the year then ended, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment at December 31, 1993, and transactions or series of transactions in excess of 5% of the current value of plan assets for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The fund information in the statement of net assets available for benefits and the statements of changes in net assets available for benefits are presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 basic financial statements taken as a whole. 1 6 We have complied the accompanying statement of net assets available for plan benefits as of December 31, 1992, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. A compilation is limited to presenting in the form of financial statements information that is the representation of management. We have not audited or reviewed the statement of net assets available for plan benefits as of December 31, 1992 and, accordingly, do not express an opinion or any other form of assurance on it. ERNST & YOUNG July 19, 1994 2 7 Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan Statements of Net Assets Available for Plan Benefits with Fund Information
DECEMBER 31, 1993 FUND INFORMATION --------------------------------------- MONEY PROFIT- MARKET INCOME EQUITY SHARING FUND FUND FUND FUND TOTAL ------ ------ ------ ------ ------- Assets Cash and cash equivalents $169,609 $ 9,597 $ 21,989 $ 31,139 $ 232,334 Investments at fair value: Mutual funds 245,037 348,584 593,621 Common trust fund 273,202 273,202 Receivables: Participants' contributions 5,106 8,274 9,675 23,055 Employer contributions 2,414 3,565 4,284 10,263 Accrued income 437 721 20 83 1,261 Due from other accounts 911 911 -------- -------- -------- --------- ---------- Total assets 177,566 268,105 384,552 304,424 1,134,647 Liabilities Due to other accounts 827 84 911 -------- -------- -------- --------- ---------- Total liabilities 827 - 84 - 911 -------- -------- -------- --------- ---------- Net assets available for plan benefits $176,739 $268,105 $384,468 $ 304,424 $1,133,736 ======== ======== ======== ========= ==========
See accompanying notes to financial statements. 3 8 Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan Statements of Net Assets Available for Plan Benefits with Fund Information (Unaudited)
(UNAUDITED) DECEMBER 31, 1992 FUND INFORMATION --------------------------------------- MONEY PROFIT- MARKET INCOME EQUITY SHARING FUND FUND FUND FUND TOTAL ------ ------ ------ ------- ----- Assets Cash and cash equivalents $29,525 $ 12,696 $ 7,550 $ 90,826 $140,597 Investments at fair value: Mutual funds - 99,098 121,994 - 221,092 Receivables: Participants' contributions 2,896 5,191 5,096 - 13,183 Employer contributions 1,322 2,198 2,195 200,000 205,715 Accrued income 79 366 45 245 735 ------- -------- -------- -------- -------- 33,822 119,549 136,880 291,071 581,322 ------- -------- -------- -------- -------- Total assets Liabilities - - - - - ------- -------- -------- -------- -------- Net assets available for plan benefits $33,822 $119,549 $136,880 $291,071 $581,322 ======= ======== ======== ======== ========
See accompanying notes to financial statements. 4 9 Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan Statement of Changes In Net Assets Available for Plan Benefits with Fund Information
YEAR ENDED DECEMBER 31, 1993 FUND INFORMATION ---------------------------------------- MONEY PROFIT- MARKET INCOME EQUITY SHARING FUND FUND FUND FUND TOTAL ------ ------ ------ ------- ----- Additions Contributions: Participants $ 55,182 $ 95,649 $101,408 $ - $ 252,239 Participant rollover 64,891 10,511 66,038 - 141,440 Employer 25,908 40,217 44,153 - 110,278 -------- -------- -------- -------- ---------- 145,981 146,377 211,599 - 503,957 Investment income 2,704 6,492 28,310 2,996 40,502 Net realized and unrealized appreciation in fair value of investments _ 705 12,857 10,357 23,919 -------- -------- -------- -------- ---------- Total additions 148,685 153,574 252,766 13,353 568,378 Deductions Benefit payments 5,250 8,472 2,242 - 15,964 -------- -------- -------- -------- ---------- Total deductions 5,250 8,472 2,242 - 15,964 Net increase prior to interfund transfers 143,435 145,102 250,524 13,353 552,414 Interfund transfers, net (518) 3,454 (2,936) - - -------- -------- -------- -------- ---------- Net additions (deductions) 142,917 148,556 247,588 13,353 552,414 Net assets available for plan benefits at beginning of year 33,822 119,549 136,880 291,071 581,322 -------- -------- -------- -------- ---------- Net assets available for plan benefits at end of year $176,739 $268,105 $384,468 $304,424 $1,133,736 ======== ======== ======== ======== ==========
See accompanying notes to financial statements. 5 10 Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan Notes to Financial Statements December 31, 1993 NOTE 1. DESCRIPTION OF PLAN The following description of the Wendover Funding, Inc. Employees' Savings Plus and Profit-Sharing Plan ("Plan") provides only general information. Participants should refer to the Plan agreement for more complete information. GENERAL: The Plan is a defined contribution plan covering all full-time employees of Wendover Funding, Inc. (the Company), who have at least six months of service and are age twenty-one or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS: Each year, participants may contribute up to 10% of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Plan provides for employer matching of participant contributions. The employer matching contribution equals 50% on the first 6% of a participant's voluntary contribution. Additional amounts may be contributed at the option of the Company's board of directors. Contributions are subject to certain limitations. The Plan also provides that the Company may, at its discretion, contribute an amount, based on its profits, to the Plan. PARTICIPANT ACCOUNTS: Each participant's account is credited with the participant's contributions and allocations of the Company's contributions and Plan earnings. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants' nonvested accounts are used to reduce future company contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. VESTING: Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company contribution portion of their accounts plus actual earnings thereon is based on years of continuous service at a rate of 20% per year such that a participant is 100% vested after 5 years of credited service. INVESTMENT OPTIONS: Upon enrollment in the Plan, a participant may direct employer and employee contributions in 25% increments in any of three investment options: Income Fund - Funds are invested in shares of a registered investment company that invests primarily in U.S. Government securities. (Federated Short-Intermediate Government Trust) Equity Fund - Funds are invested in shares of a registered investment company that invests primarily in common stocks and similar equities. (Fidelity Magellan Fund) 6 11 Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan Notes to Financial Statements (continued) NOTE 1. DESCRIPTION OF PLAN (CONTINUED) Money Market Fund - Funds are invested in shares of a registered investment company that invests primarily in certificates of deposit and other bank products that generally mature in less than on year. (Managed by Southern National Bank, the Plan's trustee.) Participants may change their investment options twice a year. PAYMENT OF BENEFITS: On termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or annual installments over a reasonable time period. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. NOTE 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING: The accounting records of the Plan are maintained on the accrual basis. VALUATION OF INVESTMENTS AND INCOME RECOGNITION: The Plan's investments in mutual funds are valued at the closing price for mutual funds which represents the net asset value set by the mutual funds on the last business day of the Plan year. Security transactions are accounted for on the trade-date basis. Dividends are recorded on the dividend-payable date. ADMINISTRATIVE EXPENSES: Administrative expenses incurred in the operation of the Plan are paid by the Company. PAYMENT OF BENEFITS: Benefits are recorded when paid. NOTE 3. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. 7 12 Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan Notes to Financial Statements (continued) NOTE 4. INVESTMENTS The Plan's investments are held by a bank administered trust fund. At December 31, 1993, the fair value of individual investments in excess of 5% of net assets available for benefits are: Cash and cash equivalents: Southern National Bank Money Market Employee Benefit Account $ 232,584 Mutual funds: Fidelity Magellan Fund 348,584 Federated Short-Intermediate Government Trust 245,037 Common trust funds: Employee Benefit Trust Bond Fund 219,910
NOTE 5. INCOME TAX STATUS The Plan obtained its latest determination letter on October 22, 1993, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. NOTE 6. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 The following is a reconciliation of net assets available for benefits at December 31, 1993 per the financial statements to the Form 5500: Net assets available for benefits per the financial statements $1,133,736 Amounts allocated to withdrawn participants (32,881) Accrual of investment income (1,261) ---------- Net assets available for benefits per the Form 5500 $1,099,594 ==========
8 13 Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan Notes to Financial Statements (continued) NOTE 6. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 (CONTINUED) The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 1993 to the Form 5500: Benefits paid to participants per the financial statements $ 15,964 Amounts allocated to withdrawn participants at December 31, 1993 32,881 -------- $ 48,845 ========
NOTE 7. EXEMPT PARTY-IN-INTEREST TRANSACTIONS Effective July 1, 1994, the Plan will offer an additional investment option. Plan participants may elect to direct contributions in 25% increments into the State Street Boston Corporation Stock Fund. This fund is principally invested in the common stock of State Street Boston Corporation, which is the parent company of Wendover Funding, Inc. Southern National Bank, the Plan's trustee, serves as the depository for Plan assets invested in the Money Market Fund. 9 14 SUPPLEMENTAL SCHEDULES 15 Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan Schedule I Assets Held for Investment December 31, 1993
UNITS OR CURRENT DESCRIPTION PAR VALUE COST VALUE - - ----------- --------- --------- ---------- CASH AND CASH EQUIVALENTS Southern National Bank Money Market Employee Benefit Account 232,334 $ 232,334 $ 232,334 MUTUAL FUNDS Fidelity Magellan Fund 4,920 343,232 348,584 Federated Short-Intermediate Government Trust Fund 23,293 243,841 245,037 ---------- ---------- 587,073 593,621 COMMON TRUST FUNDS Employee Benefit Trust Bond Fund 8,283 212,900 219,910 Equity Fund for Employee Benefit Trusts 1,656 49,945 53,292 ---------- ---------- 262,845 273,202 Total investments $1,082,252 $1,099,157 ========== ==========
10 16 Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan Schedule II Schedule of Reportable Transactions
IDENTITY OF NUMBER PARTY OF PURCHASE SELLING COST OF NET GAIN INVOLVED DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE ASSET OR (LOSS) - - ---------------------- ------------------------ ------------ -------- ------- ------- -------- Southern National Bank Southern National Bank 157 $1,039,107 $ - $1,039,107 $ - Money Market 108 - 940,371 940,371 - Southern National Bank Federated Short-Intermediate 14 155,834 - 155,834 - Government Trust 2 - 10,492 10,600 108 Southern National Bank Fidelity Magellan Fund 14 213,933 - 213,933 - 1 - 200 200 - Southern National Bank Employee Benefit Trust 6 212,900 - 212,900 - Bond Fund Southern National Bank Equity Fund for Employee 4 49,945 - 49,445 - Benefit Trust
11 17 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the members of the Plan Administrative Committee of the Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan have duly caused this annual report to be signed by the undersigned, thereunto duly authorized. WENDOVER FUNDING, INC. EMPLOYEES' SAVINGS PLUS AND PROFIT SHARING PLAN Date: September 21, 1994 By: /s/ Jeffrey S. Taylor ------------------------------- Jeffrey S. Taylor, Member of Plan Administrative Committee By: /s/ Kenneth L. Austin ------------------------------- Kenneth L. Austin, Member of Plan Administrative Committee EX-23 2 CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 dated September 22, 1994 pertaining to the Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan of Wendover Funding, Inc. of our report dated July 19, 1994 with respect to the financial statements and schedules of the Wendover Funding, Inc. Employees' Savings Plus and Profit Sharing Plan included in its annual report (Form 11-K) for the year ended December 31, 1993. ERNST & YOUNG LLP Winston-Salem, North Carolina September ___, 1994 -----END PRIVACY-ENHANCED MESSAGE-----