SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
November 17, 1994
U.S. Trust Corporation
(Exact name of registrant as specified in Charter)
New York 0-8709 13-29227955
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
114 West 47th Street, New York, New York 10036
(Address of Principal Executive Offices) Zip Code
Registrant's telephone number,
including area code: (212) 852-1000
Page 1 of pages.
Exhibit Index is on page 3
<PAGE>2
Item 5. Other Events
On November 17, 1994, U.S. Trust Corporation
("U.S. Trust") and First Chicago Trust Corporation of New
York (the "Rights Agent") entered into Amendment No. 2 to
the Shareholder Rights Agreement dated as of January 26,
1988, between U.S. Trust and the Rights Agent, as amended
(the "Rights Agreement" and the rights issuable thereunder,
the "Rights"), for the purpose of rendering the Rights
inapplicable to the Agreement and Plan of Merger (the
"Merger Agreement") by and between U.S. Trust and The Chase
Manhattan Corporation ("Chase"), dated as of November 18,
1994, pursuant to which Chase will acquire U.S. Trust's
institutional custody, mutual funds servicing and unit trust
businesses for $363.5 million in Chase common stock.
A copy of Amendment No. 2 to the Rights Agreement
is attached hereto as Exhibit 1 and is incorporated herein
by reference.
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.
U.S. TRUST CORPORATION
(Registrant)
/s/ Richard E. Brinkmann
--------------------------
Richard E. Brinkmann
Senior Vice President and
Comptroller
Dated: November 29, 1994
<PAGE>3
EXHIBIT INDEX
Exhibit
Number Description
1 Amendment No. 2 to the Shareholder
Rights Agreement, dated as of
November 17, 1994, by and between
U.S. Trust Corporation and First
Chicago Trust Corporation of New
York
AMENDMENT NO. 2 TO
RIGHTS AGREEMENT
Amendment No. 2 dated as of November 17, 1994, to
the Rights Agreement (the "Second Amendment"), dated as of
January 26, 1988, as amended (the "Rights Agreement"),
between United States Trust Corporation, a New York
corporation (the "Company"), and First Chicago Trust Company
of New York (the "Rights Agent").
W I T N E S S E T H
WHEREAS, in accordance with the terms of the
Rights Agreement, the Company deems it desirable to make
certain amendments to the Rights Agreement;
WHEREAS, Section 27 of the Rights Agreement
provides that prior to the Distribution Date (as defined
therein) and subject to the terms of such section, the
Company and Rights Agent shall, if the Company so directs,
amend or supplement any provision of the Rights Agreement as
the Company may deem necessary or desirable without the
approval of holders of the Company's common stock, par value
$1.00 per share (the "Common Stock");
WHEREAS, the Company intends to enter into an
Agreement and Plan of Merger (the "Merger Agreement") with
The Chase Manhattan Corporation ("CMC") pursuant to which,
following the distribution on a pro rata basis to the
Company's stockholders of all the shares of New Holdings, a
wholly owned subsidiary of the Company (the "New Holdings
Distribution"), the Company will be merged with and into CMC
with CMC remaining as the surviving corporation (the
"Merger"); and
WHEREAS, prior to effecting the New Holdings
Distribution and entering into the Merger Agreement, the
Company desires to amend certain provisions of the Rights
Agreement;
NOW, THEREFORE, in consideration of the premises
and the mutual agreements herein set forth, the parties
hereby agree that the Rights Agreement is hereby amended as
follows:
<PAGE>2
SECTION 1. Terms. Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to
such terms in the Rights Agreement.
SECTION 2. Amendment. Section 1(a) of the Rights
Agreement is amended by adding at the end of Section 1(a) a
new paragraph which provides as follows:
Notwithstanding anything in this Agreement to
the contrary, neither The Chase Manhattan
Corporation (the "CMC"), nor any of its Affiliates
or Associates shall be deemed to be an "Acquiring
Person", and no Share Acquisition Date,
Distribution Date, Affiliate Merger or Triggering
Event shall occur, as a result of (i) the
distribution on a pro rata basis to the Company's
stockholders of all the shares of New Holdings, a
wholly owned subsidiary of the Company (the "New
Holdings Distribution") (ii) the execution and
delivery of the Agreement and Plan of Merger,
dated as of November 18, 1994, by and among CMC
and the Company (the "Merger Agreement");
(iii) any action taken by CMC or any of its
Affiliates or Associates in accordance with the
provisions of the Merger Agreement; or (iv) the
consummation of the Merger (as such term is
defined in the Merger Agreement) in accordance
with the provisions of the Merger Agreement;
provided, however, that nothing contained in the
foregoing shall prevent CMC or any of its
Affiliates or Associates from becoming an
"Acquiring Person", or a Share Acquisition Date,
Distribution Date, Affiliate Merger or Triggering
Event from occurring as a result of any action
<PAGE>3
taken by CMC or any of its Affiliates or
Associates which is not in accordance with the
Merger Agreement.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment No. 2 to the Rights Agreement to be duly
executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above
written.
U.S. TRUST CORPORATION,
by /s/ Frederick S. Wonham
--------------------------
Name: Frederick S. Wonham
Title: Vice Chairman
Attest:
by /s/ Carol A. Strickland
-------------------------
Name: Carol A. Strickland
Title: Secretary
FIRST CHICAGO TRUST COMPANY OF
NEW YORK,
by /s/ Ralph Persico
-------------------------
Name: Ralph Persico
Title: Customer Service
Officer
Attest:
by /s/ Albert Diorio
---------------------
Name: Albert Diorio
Title: Assistant Vice
President
