<PAGE> 1
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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
CHECK THE APPROPRIATE BOX:
/ / Preliminary proxy statement
/ / Definitive proxy statement
/X/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
U.S. TRUST CORPORATION
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(Name of Registrant as Specified in Its Charter)
U.S. TRUST CORPORATION
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
U.S. TRUST
U.S. TRUST CORPORATION
STOCK FUND VOTING INSTRUCTIONS
VOTING INSTRUCTION SOLICITED BY BOARD OF DIRECTORS FOR SPECIAL MEETING OF
STOCKHOLDERS UNITED STATES TRUST COMPANY OF NEW YORK,
114 WEST 47TH STREET, NEW YORK, NEW YORK
WEDNESDAY, MARCH 22, 1995, 10:00 A.M. NEW YORK TIME
The undersigned, a Member of the Employees' 401 (k) Plan & ESOP of United
States Trust Company of New York and Affiliated Companies (the "Plan"), hereby
instructs United States Trust Company of New York as Trustee of the Plan to
vote, either in person or by proxy, the number of Common Shares of the
Corporation represented by my interest in the Stock Fund in accordance with the
terms of the Plan upon the matters shown on the reverse side, which are
described in the Proxy Statement-Prospectus, and upon all other matters which
may come before the Special Meeting of Stockholders of U.S. Trust Corporation,
or any adjournment or postponenemt thereof. The undersigned acknowledges
receipt of the Proxy Statement-Prospectus dated February 9, 1995 and the
related Notice of Special Meeting of Stockholders.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
(SEE REVERSE SIDE).
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/X/ PLEASE MARK YOUR
VOTE WITH AN X.
1. APPROVAL OF THE DISTRIBUTION described in the Agreement and Plan of
Distribution among the Company, New USTC Holdings Corporation ("Spinco"),
United States Trust Company of New York and New U.S. Trust Company of New York,
pursuant to which, among other things, immediately prior to the Merger (as
defined below), the Company will distribute to its stockholders on a
share-for-share basis in a non-taxable distribution (the "Distribution") all
the shares of Spinco.
FOR AGAINST ABSTAIN
/ / / / / /
2. AUTHORIZATION AND ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, dated as of
November 18, 1994 (the "Merger Agreement"), between the Company and The Chase
Manhattan Corporation ("Chase") pursuant to which, among other things,
immediately following the Distribution, the remaining Company will be merged
(the "Merger") with and into Chase upon the terms and conditions contained in
the Merger Agreement.
FOR AGAINST ABSTAIN
/ / / / / /
As described in the Proxy Statement-
Prospectus, the Distribution and the
Merger are for the purpose of
effecting the sale of the Company's
securities processing business to
Chase.
Authorization of the Merger by stock
holders is a condition of the
Distribution, and approval of the
Distribution by stockholders is a
condition of the Merger.
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SIGNATURE(S) PLEASE MARK, SIGN, DATE AND RETURN THIS INSTRUCTION DATE
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE> 4
U.S. TRUST
U.S. TRUST CORPORATION
ESOP VOTING INSTRUCTIONS
VOTING INSTRUCTION SOLICITED BY BOARD OF DIRECTORS FOR SPECIAL MEETING OF
STOCKHOLDERS UNITED STATES TRUST COMPANY OF NEW YORK,
114 WEST 47TH STREET, NEW YORK, NEW YORK
WEDNESDAY, MARCH 22, 1995, 10:00 A.M. NEW YORK TIME
The undersigned, a Member of the Employees' 401 (k) Plan & ESOP of United
States Trust Company of New York and Affiliated Companies (the "Plan"), hereby
instructs United States Trust Company of New York as Trustee of the Plan to
vote, either in person or by proxy, the number of Common Shares of the
Corporation allocated to my account in the ESOP Stock Fund which I am entitled
to vote in accordance with the terms of the Plan upon the matters shown on the
reverse side, which are described in the Proxy Statement-Prospectus, and upon
all other matters which may come before the Special Meeting of Stockholders of
U.S. Trust Corporation, or any adjournment or postponenemt thereof. The
undersigned acknowledges receipt of the Proxy Statement-Prospectus dated
February 9, 1995 and the related Notice of Special Meeting of Stockholders.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
(SEE REVERSE SIDE).
<PAGE> 5
/X/ PLEASE MARK YOUR
VOTE WITH AN X.
1. APPROVAL OF THE DISTRIBUTION described in the Agreement and Plan of
Distribution among the Company, New USTC Holdings Corporation ("Spinco"),
United States Trust Company of New York and New U.S. Trust Company of New York,
pursuant to which, among other things, immediately prior to the Merger (as
defined below), the Company will distribute to its stockholders on a
share-for-share basis in a non-taxable distribution (the "Distribution") all
the shares of Spinco.
FOR AGAINST ABSTAIN
/ / / / / /
2. AUTHORIZATION AND ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, dated as of
November 18, 1994 (the "Merger Agreement"), between the Company and The Chase
Manhattan Corporation ("Chase") pursuant to which, among other things,
immediately following the Distribution, the remaining Company will be merged
(the "Merger") with and into Chase upon the terms and conditions contained in
the Merger Agreement.
FOR AGAINST ABSTAIN
/ / / / / /
As described in the Proxy Statement-
Prospectus, the Distribution and the
Merger are for the purpose of
effecting the sale of the Company's
securities processing business to
Chase.
Authorization of the Merger by stock
holders is a condition of the
Distribution, and approval of the
Distribution by stockholders is a
condition of the Merger.
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SIGNATURE(S) PLEASE MARK, SIGN, DATE AND RETURN THIS INSTRUCTION DATE
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE> 6
[LETTERHEAD OF U.S. TRUST CORPORATION]
[LOGO]
March , 1995
Dear Stockholder:
Last month we sent proxy soliciting material to you relating to our Special
Meeting of Stockholders to be held on March 22, 1995. At the Special Meeting,
Stockholders will be asked to consider and vote upon the Distribution and the
Merger described in such material.
According to our latest records, we have not received your Proxy.
Naturally, we would be pleased to have you attend the meeting and vote in
person. However, if you are not able to attend, we urge you to fill out the
enclosed proxy card promptly to ensure that your shares will be represented.
Because of the significance of the proposed transaction to the Company, your
participation in the meeting, in person or by proxy, is especially important.
Thank you for your cooperation.
Sincerely,
H. Marshall Schwarz
Chairman and Chief Executive Officer
DUE TO DELAYS IN THE MAIL, WE MAY NOT HAVE RECEIVED THE ORIGINAL PROXY YOU
RETURNED, AND ARE NOW REQUESTING THAT YOU PLEASE SIGN AND RETURN THE ENCLOSED
PROXY.
<PAGE> 7
U.S. TRUST MEMORANDUM
TO: Fellow Employee Shareholders
FROM: H. Marshall Schwarz
DATE: February 17, 1995
RE: PROXY VOTING
As a shareholder in U.S. Trust common stock through the 401(k) Plan
and ESOP ("The Plan"), you are asked each year to vote your shares.
You will be receiving through interoffice mail your 1995 proxy
materials. Please note that your proxy voting cards are inserted
into the flap inside the envelope and are used for the mailing
address of your envelope. Do not throw them out with the envelope!
<TABLE>
<CAPTION>
U.S. TRUST CORPORATION STOCK FUND
ESOP VOTING - YELLOW PROXY CARD VOTING - BLUE PROXY CARD
------------------------------- ---------------------------------
<S> <C>
Use the yellow card to vote Use the blue card to vote your
shares allocated to you 401(k) fund units in U.S. Trust
through ESOP
</TABLE>
Please vote by completing the proxy cards, signing and dating them
on the back and mailing them in the enclosed postage paid envelope.
YOUR VOTE IS STRICTLY CONFIDENTIAL. The cards are being returned
directly to Coopers & Lybrand, which will count the vote and inform
us of the results.
Due to the special circumstances this year, U.S. Trust has retained
the services of Northern Trust Company as an independent fiduciary.
The attached outlines Northern Trust's role in this vote.
Attachment
