<PAGE> 1
THE INFORMATION CONTAINED
IN THIS DOCUMENT IS
-------------------------------------------------------------
CONFIDENTIAL
-------------------------------------------------------------
WE WANT TO PROVIDE YOU WITH
THE BEST SERVICE POSSIBLE
PLEASE HELP US IN OUR EFFORT BY NOTING THE FOLLOWING POINTS:
- - -- WRITE LEGIBLY.
- - -- SPECIFY BLACKLINING REQUIREMENTS.
- - -- USE MOST RECENT VERSION OF DOCUMENT TO MARK-UP.
- - -- ALLOW 1/4" FROM EDGE OF PAGE WHEN MAKING CHANGES.
- - -- AVOID USE OF FELT-TIPPED OR BLUE INK PENS AND SOFT LEAD PENCILS.
- - -- INDICATE MINOR CHANGES WITH AN "X" IN THE MARGIN.
- - -- AVOID USE OF "POST-ITS" AND STAPLES WHENEVER POSSIBLE.
EDGAR FILERS:
- - -- SUBMIT EDGAR EXHIBITS WELL IN ADVANCE OF FILING DATE.
- - -- SUBMIT CIK & CCC #S IN ADVANCE FOR TEST FILING.
TELEPHONE: (617) 542-1926 FAX: (617) 542-5790
YOUR CUSTOMER SERVICE REPRESENTATIVES ARE:
<TABLE>
<CAPTION>
(8:00 A.M. -- 4:00 P.M.) (4:00 P.M. -- 12:00 A.M.) (12:00 A.M. -- 8:00 A.M.)
- - ---------------------------- ---------------------------- ----------------------------
<S> <C> <C>
Joe King Rick Lydon John Connolly
Bob Strause Kevin Mallette Peter Hanlon
Steve Muller Monroe Jackson Kevin Robinson
Tom Walsh Tim Sweeney
Sandy Bandanza Zack Zubricki
Dan Collier Brian Kostanski
Tracy Goulet Peggy Bayliss
</TABLE>
(LOGO)
BOWNE OF BOSTON
411 D STREET, BOSTON, MA 02210
<PAGE> 2
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1996
REGISTRATION NO. 33-38836
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3*
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
UST CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
MASSACHUSETTS 04-2436093
(STATE OR OTHER JURISDICTION OF INCORPORATION
OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.)
</TABLE>
------------------------
40 COURT STREET, BOSTON, MASSACHUSETTS 02108
TELEPHONE: (617) 726-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
NEAL F. FINNEGAN
PRESIDENT
UST CORP.
40 COURT STREET, BOSTON, MASSACHUSETTS 02108
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES OF ALL NOTICES, ORDERS ETC. TO:
ERIC R. FISCHER, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CLERK
UST CORP.
40 COURT STREET, BOSTON, MA 02108
(617) 726-7000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable following the effective date of this Registration
Statement.
------------------------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS,
PLEASE CHECK THE FOLLOWING BOX: /X/
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: / /
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX
AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING: / /
- - ------------------
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING: / /
- - ------------------
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX: / /
THE REGISTRANT HEREBY FURTHER AMENDS THIS REGISTRATION STATEMENT TO INCLUDE
AN INDETERMINATE NUMBER OF ADDITIONAL SHARES OF REGISTRANT'S COMMON STOCK AS MAY
BE ISSUED AS STOCK DIVIDENDS OR STOCK SPLITS PAID WITH RESPECT TO THE SHARES
COVERED BY THIS REGISTRATION STATEMENT.
------------------------
*EXPLANATORY NOTE
PURSUANT TO RULE 429, THE PROSPECTUS INCLUDED IN THIS POST-EFFECTIVE
AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-38836 FILED IN FEBRUARY, 1991
IS ALSO BEING USED IN CONNECTION WITH THE ISSUANCE AND SALE OF SHARES OF COMMON
STOCK UNDER THE COMPANY'S DIVIDEND REINVESTMENT PLAN ORIGINALLY REGISTERED UNDER
REGISTRATION STATEMENT NO. 2-90855 FILED IN MAY, 1984. REGISTRATION STATEMENT
NO. 2-90855 AS AMENDED THROUGH POST-EFFECTIVE AMENDMENT NO. 4 FILED WITH THE
COMMISSION ON DECEMBER 21, 1990 COVERED A TOTAL OF 1,200,000 SHARES, AS ADJUSTED
FOR INTERVENING STOCK DIVIDENDS, OF WHICH APPROXIMATELY 280,000 REMAIN AVAILABLE
FOR ISSUANCE AS OF THE DATE HEREOF. REGISTRATION NO. 33-38836 FILED WITH THE
COMMISSION ON FEBRUARY 1, 1991, REGISTERED A TOTAL OF 1,800,000 SHARES OF WHICH
ALL REMAIN AVAILABLE FOR ISSUANCE AS OF THE DATE HEREOF.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE> 3
UST CORP.
DIVIDEND REINVESTMENT PLAN
------------------------
COMMON STOCK
($0.625 PAR VALUE)
------------------------
The Dividend Reinvestment Plan (the "Plan") of UST Corp. (the "Company")
provides holders of record and certain beneficial owners of the Company's Common
Stock, $0.625 par value per share (the "Common Stock"), with a simple and
convenient method of purchasing additional shares of Common Stock without fees
of any kind.
Participants in the Plan may have all or a portion of their cash dividends
paid on their shares of Common Stock reinvested in shares of Common Stock and
may invest optional cash payments in shares of Common Stock.
Reinvested dividends and optional cash payments may, in the discretion of
the Company, be used to purchase either authorized but unissued (including, if
available, treasury) shares of Common Stock directly from the Company ("New
Shares") or outstanding shares of Common Stock that would be purchased in the
over-the-counter market or in private transactions ("Outstanding Shares") by an
independent stock purchasing agent ("Independent Agent") to be designated by the
Company or its Agent. The price of New Shares purchased with reinvested Common
Stock dividends and optional cash payments will be 100% of the average of the
daily high and low prices of the Common Stock for the ten trading days
immediately preceding the dividend payment date, as reported in The Wall Street
Journal Eastern Edition for stocks traded on the Nasdaq National Market System.
The price of Outstanding Shares purchased for reinvested dividends and optional
cash payments will be the average price (excluding brokerage commissions, if
any) of all Outstanding Shares purchased for participants in the Plan with
respect to reinvested dividends and optional cash payments. No brokerage fees or
commissions will be charged on the purchase of Common Stock under the Plan. This
offering is not being underwritten, therefore there are no underwriting
discounts or commissions payable by the Company in connection with the Plan.
This prospectus relates to 1,800,000 shares of the Company's Common Stock
registered for offer and sale under the Plan in February 1991 and approximately
280,000 shares of the Company's Common Stock previously registered for offer and
sale under the Plan pursuant to Registration Statement No. 2-90855. It is
recommended that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is March 20, 1996
<PAGE> 4
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH
JURISDICTION. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can 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 following Regional Offices of the Commission: 7 World Trade Center,
Suite 1300, New York, New York 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained by mail from the Public Reference Branch of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
This Prospectus omits certain additional information contained in the
Registration Statement (Form S-3) filed with the Commission under the Securities
Act of 1933, as amended, to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company (File No.
0-9623) are incorporated in this Prospectus by reference: (1) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (2) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995;
(3) the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1995; (4) the Company's Current Report on Form 8-K filed with the Commission on
July 24, 1995; (5) the Company's Current Report on Form 8-K filed with the
Commission on September 28, 1995; and (6) the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of this offering of Common Stock shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered who so requests in writing, a
copy of any or all of the documents referred to above which have been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents. Written requests for such copies shall be directed to UST Corp.
Dividend Reinvestment Plan, 40 Court Street, Boston, MA 02108, Attention: Asset
Management Department.
2
<PAGE> 5
THE COMPANY
UST Corp. (the "Company"), a bank holding company registered with the Board
of Governors of the Federal Reserve System (the "FRB"), was organized as a
Massachusetts business corporation in 1967. The Company is subject to
examination by, and is required to file reports with, both the FRB and the
Commissioner of Banks of the Commonwealth of Massachusetts. The Company's
banking subsidiaries are USTrust and United States Trust Company, each
headquartered in Boston and each a Massachusetts trust company, and UST
Bank/Connecticut, headquartered in Bridgeport, Connecticut, a Connecticut trust
company. The principal business of the Company is to provide financial services
through its banking and nonbanking subsidiaries. A broad range of financial
services is provided principally to individuals and small- and medium-sized
companies in New England. In addition, an important component of the Company's
financial services is the provision of trust and money management services to
professionals, corporate executives, nonprofit organizations, labor unions,
foundations, mutual funds and owners of closely-held businesses most of whom are
located in the New England region. The Company is the issuer of the Common Stock
offered hereunder. The executive offices of the Company are located at 40 Court
Street, Boston, Massachusetts 02108, Telephone Number: (617) 726-7000.
DESCRIPTION OF THE PLAN
The following is a description of the provisions of the Plan in a question
and answer format. The holders of the Company's Common Stock who do not
participate in the Plan will receive by check cash dividends as declared in the
usual manner.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record and certain
beneficial owners of shares of Common Stock with a simple and convenient method
of investing cash dividends and optional cash payments in additional shares of
Common Stock without payment of any brokerage commission or service charge. To
the extent such shares of Common Stock are purchased directly from the Company,
the Company will receive additional equity for working capital and for other
general corporate purposes. The Company will receive no proceeds to the extent
Outstanding Shares are purchased.
ADVANTAGES
2. What are the advantages of the Plan?
Stockholders may have cash dividends on all or a portion of their shares of
Common Stock automatically reinvested in additional shares of Common Stock. A
stockholder may also (whether or not he or she has elected to have dividends
reinvested) invest in additional shares of the Company's Common Stock by making
optional cash payments up to a maximum of $3,000.00 per quarter. However, no
single payment of less than $100.00 is permitted. No commission or service
charge is paid by participants in connection with purchases under the Plan. Full
investment of funds is possible because the Plan permits not only full shares
but fractions of shares and dividends in respect of such fractions to be
credited to participants' accounts. Participants can avoid, if they so desire,
the cumbersome safekeeping of certificates for shares credited to their accounts
under the Plan. Regular quarterly statements of account provide simplified
record-keeping.
3
<PAGE> 6
ADMINISTRATION
3. Who administers the Plan for participants?
United States Trust Company, a bank subsidiary of the Company, is the agent
("Agent") for the Plan and will administer the Plan for participants, keep
records, send quarterly statements of account to participants and perform other
duties relating to the Plan. An independent stock purchasing agent ("Independent
Agent") will be appointed by the Company or the Agent to make any purchases of
Common Stock which may be made on the over-the-counter market. Shares of Common
Stock purchased under the Plan will be registered in the name of the Agent, as
agent for participants in the Plan prior to allocation to participants'
accounts.
PARTICIPATION
4. Who is eligible to participate?
All holders of record of shares of Common Stock, including brokers,
trustees or other nominees in whose names certificates are registered, are
eligible to participate in the Plan. In order to participate, beneficial owners
of shares of Common Stock whose shares are registered in names other than their
own must contact the record holders on their behalf directly in order to make
arrangements for such participation.
5. How does an eligible stockholder participate?
Stockholders may join the Plan at any time by checking the appropriate box
on the Authorization Form, signing it and returning it to the Agent. A postage
paid envelope is provided for this purpose. An Authorization Form may be
obtained at any time by written request to the UST Corp. Dividend Reinvestment
Plan, 40 Court Street, Boston, Massachusetts 02108, Attention: Asset Management
Department, or by calling the Agent at (617) 726-7262.
6. When will dividends be reinvested and investments made?
The date on which cash dividends and timely optional cash payments are
invested in New Shares, or begin to be invested in Outstanding Shares, will be
the date on which the quarterly dividend payment is made (the "Investment
Date"), which is generally during the fourth week of January, April, July, and
October. If no dividend is declared, the optional cash payments will be invested
during (or commencing in) the fourth week of the respective quarter.
If the Authorization Form is received by the Agent after the record date
set by the Board of Directors for determining stockholders entitled to receive a
dividend (generally the last day of the month preceding a dividend payment
date), reinvestment of dividends will begin with the next dividend period. For
example, in the case of an April dividend, if the Authorization Form were
received by the Agent no later than March 31, the April dividend would have been
reinvested; if the Authorization Form were received by the Agent after March 31,
the first dividend reinvested would be the July dividend, if any. No interest
will be paid on dividends pending reinvestment or on optional cash payments
pending investment. Note, however, that optional cash payments will be accepted
by the Company only if received by the Agent during a time period commencing
twenty (20) days prior to the Investment Date and ending five (5) business days
prior to the applicable Investment Date.
7. What does the Authorization Form provide?
The Authorization Form appoints the Agent as agent for the participant and
directs the Company to pay to the Agent each participant's cash dividends on all
or a specified number of the shares of the
4
<PAGE> 7
Company's Common Stock owned by the participant on the applicable record date,
as well as all whole and fractional Plan Shares. The Authorization Form directs
the Agent to purchase additional shares of the Company's Common Stock with such
dividends and any optional cash payments made by the participant. The
Authorization Form directs the Agent to reinvest automatically all subsequent
dividends on Plan Shares. Dividends will continue to be reinvested on the number
of shares designated on the Authorization Form and on all Plan Shares until the
participant specifies otherwise, terminates participation, or until the Plan is
terminated.
The Authorization Form provides for the purchase of additional shares of
Common Stock through the following investment options:
(a) Full Dividend Reinvestment directs the Company to invest in accordance
with the Plan all of a participant's cash dividends on all of the shares then or
subsequently owned by the participant;
(b) Partial Dividend Reinvestment directs the Company to invest in
accordance with the Plan the cash dividends on only that number of shares owned
by a participant which are designated in the appropriate space on the
Authorization Form;
(c) Optional Cash Payments permit a participant to make optional cash
payments for the purchase of additional shares of the Company's Common Stock in
accordance with the Plan, with or without participation in dividend
reinvestment.
A participant may select any of the three options. In all cases, cash
dividends on all Plan Shares will be reinvested in accordance with the Plan,
including dividends on Plan Shares purchased with optional cash payments.
The Authorization Form is designed to be used by an eligible shareholder
whose shares are registered in his or her name for the reinvestment of dividends
and for optional cash payments. Authorization Forms will be furnished at any
time upon request to the Agent at the following address or telephone number: UST
Corp. Dividend Reinvestment Plan, 40 Court Street, Boston, Massachusetts 02108,
Attention: Asset Management Department, Telephone Number (617) 726-7262.
A participant's investment option may be changed at any time by completing,
signing and returning a new Authorization Form. The change would be effective
only if the new Authorization Form is received by the Agent on or before the
record date for that dividend.
8. What is the source of shares purchased under the Plan?
The Company, through the Agent, may instruct the Independent Agent to
purchase Outstanding Shares. The Independent Agent would purchase Outstanding
Shares on the over-the-counter market or in private transactions. Alternatively,
in the discretion of the Company, New Shares, representing authorized but
unissued (or treasury) shares of Common Stock of the Company may be purchased
directly from the Company. The Company's decision whether to use New Shares or
Outstanding Shares for reinvested dividends and optional cash payments will take
into account the Company's need for equity capital, general market conditions
and other factors.
9. Are there any expenses to participants in connection with purchases
under the Plan?
No. There will be no brokerage fees payable by participants, whether shares
are purchased from the Company or on the over-the-counter market. All costs of
administration of the Plan (including any brokerage commissions) and fees of the
Independent Agent are to be paid by the Company.
5
<PAGE> 8
10. How many shares of Common Stock will be purchased for participants?
The number of shares of Common Stock to be purchased for each participant
depends on (i) the amount of the participant's dividends being reinvested and
the amount of optional cash being invested, after withholding of taxes, if any,
and (ii) the applicable purchase price of the Common Stock, which depends in
part on whether New Shares or Outstanding Shares are purchased. Each
participant's account will be credited with a number of shares of Common Stock,
including fractional shares computed to three decimal places, equal to the total
amount invested divided by the applicable purchase price.
11. What will be the price of shares of Common Stock purchased under the
plan?
The price of New Shares purchased with reinvested dividends or with
optional cash payments on any dividend payment date will be 100% of the average
of the daily high and low prices of the Common Stock for the ten trading days
immediately preceding the dividend payment date as reported in The Wall Street
Journal Eastern Edition for stocks traded on the Nasdaq National Market System.
If Outstanding Shares are purchased with reinvested dividends and optional cash
payments with respect to any dividend payment date, participants' funds will be
commingled by the Independent Agent. Accordingly, the price of Outstanding
Shares purchased by the Independent Agent with reinvested dividends or with
optional cash payments will be the average price (excluding brokerage
commissions, if any) of all Outstanding Shares purchased for Plan participants
with respect to that dividend payment date. Outstanding Shares will be purchased
by the Independent Agent as soon as reasonably practicable after the Investment
Date, but such purchases are not required to be completed within any particular
time. Plan participants should recognize that, to the extent Outstanding Shares
are to be purchased, laws, regulations or other restrictions may require the
temporary curtailment or suspension of such purchases. Neither the Company, the
Agent, nor the Independent Agent shall be responsible for or have any liability
on account of any inability to purchase Outstanding Shares at or within any
particular time. In light of the foregoing pricing provisions, each participant
should recognize that the actual market value of shares of Common Stock on the
date credited to their accounts under the Plan may be less or greater than the
participant's purchase price. No shares will be sold under the Plan at less than
the par value of such shares (currently $0.625 for each share).
The value of the shares of Common Stock included in a participant's account
under the Plan will fluctuate based on changes in the market value of the Common
Stock and may be less than the participant's aggregate purchase price. NEITHER
THE COMPANY NOR THE AGENT SHALL HAVE ANY RESPONSIBILITY AS TO THE VALUE OF THE
COMMON STOCK OF THE COMPANY ACQUIRED FOR THE PARTICIPANT'S ACCOUNT.
REPORTS TO PARTICIPANTS
12. What kind of reports will be sent to participants in the Plan?
Each participant in the Plan will receive quarterly statements of the
participant's account. These statements are a participant's continuing record of
the cost of the participant's purchases and should be retained for income tax
purposes.
13. How does the optional cash payment feature of the Plan operate?
A participant, by means of an Authorization Form, may make optional cash
payments. In any quarter, optional cash payments may not exceed $3,000.00 and
must be at least $100.00 per payment. Optional cash payments must be received by
the Agent during a time period commencing twenty
6
<PAGE> 9
(20) days prior to the Investment Date and ending five (5) business days prior
to the applicable Investment Date.
The price at which shares of the Company's Common Stock are purchased with
optional cash payments is discussed above.
No interest will be paid by the Company or the Agent on optional cash
payments held pending investment. Checks returned to the Agent by the issuing
bank for any reason will not be resubmitted for collection.
Payment may be made by check or money order, payable to "United States
Trust Company." Bank wires and other forms of payment may be made, but only if
approved in writing in advance by the Agent.
CERTIFICATES FOR SHARES
14. Will certificates be issued for shares of Common Stock purchased?
Normally, certificates for shares of Common Stock purchased under the Plan
will not be issued to participants. The number of shares credited to an account
under the Plan will be shown on the participant's quarterly statement of
account. This convenience protects against loss, theft or destruction of stock
certificates.
Certificates for any number of whole shares credited to an account under
the Plan will be issued upon written request. Such shares would thereupon be
withdrawn from the participant's Plan account. This request should be mailed to
the Agent (UST Corp. Dividend Reinvestment Plan, 40 Court Street, Boston,
Massachusetts 02108, Attention: Asset Management Department). Any remaining full
and fractional shares will continue to be credited to the participant's account.
15. May shares in a Plan account be pledged?
Shares credited to the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge such shares must request that
certificates for such shares be issued in the participant's name.
16. In whose name will certificates be registered when issued?
Accounts under the Plan are maintained in the names in which certificates
of the participants were registered at the time they entered the Plan.
Consequently, certificates for whole shares will be similarly registered when
issued.
WITHDRAWAL FROM THE PLAN
17. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must notify the Company
in writing that the participant wishes to withdraw. Written notice should be
addressed to the Agent (UST Corp. Dividend Reinvestment Plan, 40 Court Street,
Boston, Massachusetts 02108, Attention: Asset Management Department). When a
participant withdraws from the Plan or upon termination of the plan by the
Company, certificates for whole shares credited to the participant's account
under the Plan will be issued and cash payment will be made for any fraction of
a share. The cash payment for any fractional share will be based on the closing
price of the Common Stock of the Company as quoted by the Nasdaq System on the
last business day on which the Common Stock is traded preceding the day the
withdrawal request is effectively processed by the Agent.
7
<PAGE> 10
18. When may a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time, but the withdrawal
will not be effective for any dividend the record date of which occurs on or
before the date on which the Agent receives the withdrawal request.
19. What happens when a participant withdraws from the Plan?
If the request to withdraw is received prior to the record date set by the
Board of Directors for determining stockholders entitled to receive a dividend,
such request will be processed effective on the day following receipt of the
request by the Agent.
If the request to withdraw is received by the Agent on or after the record
date for a dividend and before the dividend payment date for that dividend, such
dividend will be reinvested for the participant's account. The request for
withdrawal will then be processed as promptly as possible following such
dividend payment date. All subsequent dividends will be paid in cash to the
former participant unless the participant re-enrolls in the Plan, which the
participant may do at any time.
SALES OF STOCK, STOCK SPLITS AND DIVIDENDS AND VOTING
20. What happens when a participant sells or transfers all of the shares
registered in the participant's name?
If a participant sells or transfers all shares of Common Stock registered
in the participant's name, the Company will continue to reinvest the dividends
on the shares credited to the participant's account under the Plan until
notified in writing by such participant that the participant wishes to withdraw
from the Plan.
21. What happens if the Company has a Common Stock rights offering, issues
a stock dividend or declares a stock split?
In the event of a rights offering by the Company, a participant will
receive rights based upon the total number of full shares owned, including those
shares held in the Plan and shares held directly.
Any stock dividends or split shares distributed by the Company on shares
credited to the account of a participant under the Plan will be added to the
participant's account. Stock dividends or split shares distributed on shares
held directly will be mailed to the participant in the same manner as to
stockholders who are not participating in the Plan.
22. How will a participant's shares be voted at meetings of stockholders?
Participants will receive a proxy card indicating total shares held
directly and under the Plan.
If a proxy card is returned properly signed and marked for voting, all
shares covered by the proxy will be voted as marked.
If a proxy card is returned properly signed but without indicating
instructions as to the manner shares are to be voted with respect to any item
thereon, all of the participant's shares will be voted in accordance with the
recommendations of the Board of Directors of the Company. If the proxy card is
not returned, or if it is returned unexecuted or improperly executed, none of
the shares in respect of which such proxy card was furnished will be voted.
8
<PAGE> 11
FEDERAL INCOME TAX MATTERS
23. What are the federal income tax consequences of participation in the
Plan?
Reinvestment of Dividends
In general, a participant in the Plan will be treated for United States
federal income tax purposes as having received, on the dividend payment date, a
dividend in an amount equal to the fair market value of the shares of Common
Stock purchased with reinvested dividends. The tax basis of shares purchased
with reinvested dividends also will equal the fair market value of such shares.
A participant's holding period for shares acquired pursuant to the Plan will
begin on the day following the purchase of such shares.
Optional Cash Payments
Participants in the Plan who elect to invest in additional shares by making
optional cash payments will be treated for federal income tax purposes as having
received a dividend equal to the excess, if any, of (1) the fair market value of
the shares purchased, over (2) the optional cash payment made. The participant's
tax basis in the shares purchased under the Plan will be equal to the fair
market value of such shares and the participant's holding period for such shares
will begin on the day following the Investment Date.
Additional Information Applicable to Reinvestment of Dividends and Optional
Cash Payments
The Company believes that the method described in the Plan for determining
the purchase price is a reasonable approach to use in valuing for federal income
tax purposes the shares purchased and, therefore, that participation in the Plan
will not result in additional dividend income beyond the cash dividends that
would have been paid in lieu of any reinvested cash dividends, except in the
case of open-market purchases as in the following paragraph. If the "fair market
value" of the Company's Common Stock for federal income tax purposes is
determined by the Internal Revenue Service to be different from the fair market
value of the Company's Common Stock as determined under the Plan, however, then
a participant may be treated as receiving dividend income (and having a tax
basis in the purchased shares) in an amount which is greater than or less than
the cash dividends that would have been paid in lieu of any reinvested cash
dividends. However, in no event will a participant's tax basis in purchased
shares be less than the amount of any optional cash payments made.
Based upon a public ruling issued by the Internal Revenue Service, a
participant's dividend income will also include any brokerage commissions which
are not paid by participants but which are incurred by the Company in connection
with open market stock purchases on behalf of participants. A participant's
basis in the shares so purchased will be increased by the amount of any
brokerage commissions included in the dividend income of a participant.
Corporate shareholders should consult their tax advisers concerning the
dividends-received deduction and specific limitations where the corporate
shareholder incurs any debt which is directly attributable to an investment in
such stock.
The receipt of certificates for whole shares credited to a participant's
Plan account, either upon the participant's request for certain of those shares
or upon withdrawal from or termination of the Plan, will not be taxable to the
participant. However, a participant who receives, upon withdrawal from or
termination of the Plan, a cash payment for a fractional share credited to the
participant's account will realize a gain or loss for income tax purposes on the
"deemed sale" of such fractional share. A participant will also realize a gain
or loss upon the sale or exchange of shares after withdrawal
9
<PAGE> 12
from the Plan. Such gain or loss will be equal to the difference between the
amount which the participant receives for each whole or fractional share and the
participant's tax basis for such whole or fractional share. Any such gain or
loss will be a capital gain or loss if the shares sold were held as a capital
asset. Such capital gain or loss will be long term if the participant held the
shares sold for more than one year, and otherwise will be short term.
On behalf of the Company, the Agent will report to participants, and to the
Internal Revenue Service if required, the amount of dividend income to
participants on a calendar year basis. If a participant is subject to federal
income tax withholding on his or her dividend income, such as an individual
subject to "backup" income tax withholding or a foreign shareholder, the amount
of tax to be withheld will be deducted from such dividends before reinvestment
in, or optional cash payments for, additional shares for such participant's Plan
account will be made.
The Agent will provide each participant with a statement after the close of
each calendar year. The statement will include information for the applicable
year as to the total dividends invested in Plan shares and the amount of any
brokerage commissions paid on behalf of the participant. The Agent will also
send each participant a statement after the close of each calendar year which
will show total dividends paid on shares held of record. Statements will not be
sent directly to beneficial owners participating in the Plan through a broker,
bank or other nominee. Beneficial owners must make their own arrangements with
their broker, bank or other nominee to receive the statements. Also, for
beneficial owners, their broker, bank or other nominee has the legal
responsibility for the tax information reporting to the participants and to the
Internal Revenue Service, as well as any applicable tax withholding. A
participant should retain the statements for tax reporting purposes.
The above discussion is merely a summary of the United States federal
income tax consequences of participating in the Plan. Each person who
contemplates becoming a participant in the Plan should consult his or her own
tax advisor regarding the tax consequences of participation in the Plan in light
of his or her own tax situation and regarding any state, local, and foreign tax
implications.
24. How are income tax withholding provisions applied to stockholders?
In the case of stockholders whose dividends are subject to United States
income tax withholding, the amount of the tax to be withheld will be deducted
from the amount of dividends to determine the amount of dividends to reinvest.
Amounts withheld will be shown on the quarterly statements and on annual
Internal Revenue Service reporting forms.
OTHER INFORMATION
25. May the Plan be changed or discontinued?
While the Company hopes to continue the Plan indefinitely, the Company
reserves the right to suspend or terminate the Plan at any time, including the
period between a dividend record date and the related Investment Date. It also
reserves the right at any time to make modifications to the Plan including the
elimination of the Optional Cash feature. Participants will be notified of any
such suspension, termination or modification.
26. What are the responsibilities of the Company and the Administrator
under the Plan?
In administering the Plan, neither the Company nor the Agent will be liable
for any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability arising out of the failure to
terminate a participant's Plan account upon such participant's death, the prices
of shares purchased for the participant's Plan account, the times when purchases
are made,
10
<PAGE> 13
fluctuations in the market value of the Company's Common Stock or the
termination of a participant's account.
The participant should recognize that neither the Company nor the Agent can
provide any assurance of a profit or protection against loss on any shares
purchased under the Plan.
27. May a participant's participation be terminated?
The Company reserves the right to terminate any participant's
participation, in whole or in part, in the Plan at any time for any reason,
including, without limitation, arbitrage-related activities, trading or
transactional profit activities.
28. How is the Plan to be interpreted?
Any questions of interpretation arising under the Plan will be determined
by the Company and any such determination will be final. The Company reserves
the right to interpret the Plan as it deems necessary or desirable in connection
with its operation.
29. Where should correspondence and payments be directed?
All correspondence and payments should be directed to:
UST Corp. Dividend Reinvestment Plan
40 Court Street
Boston, Massachusetts 02108
Attention: Asset Management Department Telephone (617) 726-7262
30. Who bears the risk of market fluctuations in the Company's Common
Stock?
A participant's investment in shares held in his or her Plan account is no
different than his or her investment in directly held shares in this regard. A
participant bears the risk of loss and the benefits of gain from the marketplace
changes with respect to all of a participant's shares. Neither the Company nor
the Agent can give any assurance that shares purchased under the Plan will, at
any particular time, be worth more or less than their purchase price.
DIVIDENDS
Dividends declared per share for a full share of the Common Stock of the
Company in the last six years were as follows:
<TABLE>
<S> <C>
1990....................................................................... $0.6300
1991....................................................................... $0.1522
1992....................................................................... $0.0000
1993....................................................................... $0.0000
1994....................................................................... $0.0000
1995....................................................................... $0.0500
</TABLE>
USE OF PROCEEDS
A total of 3,000,000 shares of Common Stock have been registered by the
Company for issuance under the Plan. Approximately 2,080,000 shares remain
available for issuance under the Plan. The Company has no basis for estimating
either the number of shares of Common Stock that will ultimately
11
<PAGE> 14
be sold pursuant to the Plan or the prices at which such shares will be sold.
However, the Company proposes to use the net proceeds (if any) from the sale of
such shares for working capital purposes and for other general corporate
purposes or to reduce indebtedness incurred for such purposes. To the extent
Outstanding Shares are purchased under the Plan, the Company will not receive
any of the proceeds of such purchases.
DESCRIPTION OF THE COMPANY'S COMMON STOCK
GENERAL
The Company's authorized capital stock consists of 30,000,000 shares of
Common Stock, par value $0.625 per share, of which there were 17,843,582 shares
issued and outstanding on December 31, 1995 and 4,000,000 shares of Preferred
Stock, par value, $25 per share, of which none are issued and outstanding. The
Board of Directors of the Company may issue authorized but unissued Common Stock
or Preferred Stock from time to time in its discretion without the prior
approval of the holders of outstanding capital stock.
There are no agreements to issue any shares of the authorized but unissued
Common Stock, except pursuant to the exercise of stock options and restricted
stock under the Company's Stock Compensation Plan and Director's Stock Option
Plan and issuances under the Dividend Reinvestment Plan. There are no agreements
to issue any shares of Preferred Stock except pursuant to the Company's Rights
Agreement dated September 19, 1995 (the "Rights Agreement"). If shares of
Preferred Stock were to be issued, they would rank prior to the class of Common
Stock in the event of liquidation, dissolution or winding-up of the Company and
also would rank prior to the class of Common Stock with respect to the payment
of dividends.
In the event of a liquidation, dissolution or winding-up of the Company,
the holders of the Common Stock of the Company are entitled to receive ratably
the remaining assets of the Company after satisfaction of all liabilities
including rights of holders of Preferred Stock, if any. None of the shares of
the Company's Common Stock has any redemption or conversion rights or the
benefit of any sinking fund. The outstanding shares of Common Stock are, and the
shares to be issued in connection with this offering upon payment of the
purchase price will be, fully paid and nonassessable, and no personal liability
attaches to ownership thereof.
Under the Rights Agreement, Rights automatically attach to all shares of
Common Stock issued during the term of the Rights Agreement, which expires in
2005 (subject to earlier termination under certain circumstances). Each Right
would become exercisable under certain circumstances to acquire 1/100th of a
share of Series A Junior Participating Preferred Stock, or under certain
circumstances Common Stock or other securities, subject to certain exclusions.
Shares of Common Stock are traded in the Nasdaq National Market System
(symbol: USTB) and United States Trust Company, a banking subsidiary of the
Company, serves as Registrar and Transfer Agent.
DIVIDEND RIGHTS
Holders of the Company's Common Stock are entitled to receive such
dividends as may be declared by the Board of Directors. In the fourth quarter of
1995, the Company paid its first cash dividend since mid-1991 of $0.05 per share
to each holder of its Common Stock. Future dividends will depend upon the
financial condition and earnings of the Company and its subsidiaries, their need
for
12
<PAGE> 15
funds and other factors, including applicable government regulations and the
absence of regulatory objection. The ability of the banking subsidiaries of the
Company to pay dividends is also subject to certain limitations imposed by
statutes of the Commonwealth of Massachusetts and the State of Connecticut. The
Massachusetts and Connecticut statutes in effect restrict the amount of
dividends payable by each bank to the balance of its undivided profits.
Undivided profits of the banking subsidiaries were at least $40,000,000 on
December 31, 1995. As noted above, Preferred Stock, if issued, would have
dividend rights ranking prior to those of Common Stock holders.
NON-CUMULATIVE VOTING
The voting rights of the holders of the Company's Common Stock are
non-cumulative, which means that the holders of more than 50 percent of the
shares voting for the election of Directors can elect all of the Directors whose
terms have expired or new Director nominees if they choose to do so and, in such
event, the holders of the remaining shares voting for the election of Directors
would not be able to elect any person or persons to the Board of Directors.
Holders of the Company's Common stock are entitled to one vote for each share on
all matters voted upon by stockholders.
NO PREEMPTIVE RIGHTS
The holders of the Company's Common Stock have no preemptive rights to
subscribe to or purchase any share of any class of stock or any other securities
which may at any time be issued by the Company.
LEGAL OPINIONS
The validity of the shares offered hereby has been passed upon for the
Company by Eric R. Fischer, Esq., General Counsel to the Company, 40 Court
Street, Boston, Massachusetts 02108. As of March 20, 1996, Mr. Fischer was the
beneficial owner of 24,071 shares of the Company's Common Stock and had options
to acquire up to an additional 44,600 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 and incorporated
by reference in this Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report therein
appearing in such Annual Report on Form 10-K, and have been incorporated herein
by reference in reliance upon the authority of said firm as experts in giving
said report.
13
<PAGE> 16
- - ------------------------------------------------------
- - ------------------------------------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER BY THE COMPANY TO SELL SECURITIES IN ANY STATE TO ANY PERSON
TO WHOM IT IS UNLAWFUL FOR THE COMPANY TO MAKE SUCH OFFER IN SUCH STATE. THIS
PROSPECTUS RELATES ONLY TO THE ADDITIONAL COMMON STOCK OFFERED HEREBY AND IS NOT
TO BE RELIED UPON IN CONNECTION WITH THE PURCHASE OR SALE OF ANY OTHER
SECURITIES OF THE COMPANY.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Description of the Plan............... 3
Purpose............................. 3
Advantages.......................... 3
Administration...................... 4
Participation....................... 4
Reports to Participants............. 6
Certificates for Shares............. 7
Withdrawal from the Plan............ 7
Sales of Stock, Stock Splits and
Dividends and Voting............. 8
Federal Income Tax Matters.......... 9
Other Information................... 10
Dividends............................. 11
Use of Proceeds....................... 11
Description of the Company's Common
Stock............................... 12
Legal Opinions........................ 13
Experts............................... 13
- - --------------------------------------------
- - --------------------------------------------
</TABLE>
- - ------------------------------------------------------
- - ------------------------------------------------------
UST CORP.
DIVIDEND
REINVESTMENT
PLAN
COMMON STOCK
----------------
PROSPECTUS
----------------
MARCH 20, 1996
- - ------------------------------------------------------
- - ------------------------------------------------------
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Chapter 156B, Section 67 of the Massachusetts General Laws generally
provides that the Company's officers and directors may be indemnified against
expenses actually and reasonably incurred by them in connection with any action,
suit or proceeding if they acted in good faith and in a manner reasonably
believed to be in the best interest of the Company arising out of any action or
proceeding to which any of them is a party by reason of being such director or
officer. Reference is made to Article 6 of the Company's Articles of
Organization, as amended (incorporated by reference as Exhibit 3.1 hereto) and
Article VI, Section 2 of the Company's By-Laws (incorporated by reference as
Exhibit 3.2 hereto) which provide for indemnification of the Company's
directors, officers, employees and other agents to the maximum extent permitted
under the Massachusetts General Laws. In addition, Article 6 of the Company's
Articles of Organization, as amended, provides for exculpation of a director's
monetary liability for breach of his or her fiduciary duty to the Company or its
stockholders, to the maximum extent permitted under the Massachusetts General
Laws. The Company maintains insurance covering its expenditures which might
arise in connection with its lawful indemnification of its directors or officers
for certain of their liabilities or expenses.
ITEM 16. EXHIBITS
3.1 Article 6 of the Company's Articles of Organization, as amended to
date. (Exhibit (1) to Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1987.)**
3.2 The Company's By-laws as amended to date. (Exhibit 3.2 to
Registrant's Registration Statement No. 33-38836 on Form S-3.)**
4.1 Specimen of the Company's Common Stock Certificate. (Exhibit 4.1 to
Registrant's Registration Statement No. 2-67787 on Form S-l.)**
4.2 UST Corp. Restated Dividend Reinvestment Plan (included as part of
this Post-Effective Amendment No. 1).*
4.3 Dividend Reinvestment Plan Authorization Form.*
4.4 UST Corp. Rights Agreement dated September 19, 1995. (Exhibit to
Registrant's Current Report on Form 8-K filed on September 28,
1995.)**
5.1 Opinion of Eric R. Fischer, Esq. as to the legality of the shares.
(Exhibit 5.1 to Registrant's Registration Statement No. 33-38836 on
Form S-3.)**
23.1 Consent of Eric R. Fischer, Esq.*
23.2 Consent of Arthur Andersen LLP.*
- - ---------------
* Filed herewith.
** Filed as part of a previous Commission filing and incorporated herein by
reference.
II-1
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 1 to Registration Statement
No. 33-38836 to be signed on its behalf by the undersigned thereto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on March 19,
1996.
UST CORP.
By: /s/ JAMES K. HUNT
James K. Hunt
Chief Financial Officer, Treasurer
and Executive Vice President
By: /s/ ERIC R. FISCHER
Eric R. Fischer
Executive Vice President, General
Counsel and Clerk
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 33-38836 has been
signed on March 19, 1996 below by the following persons in the capacities
indicated:
<TABLE>
<CAPTION>
NAME TITLE
- - ------------------------------------------ --------------------------------
<C> <S> <C>
/s/ NEAL F. FINNEGAN Director, President and Chief March 19, 1996
- - ------------------------------------------ Executive Officer
Neal F. Finnegan
/s/ JAMES K. HUNT Chief Financial Officer, March 19, 1996
- - ------------------------------------------ Treasurer and Executive Vice
James K. Hunt President
/s/ ROBERT M. COARD Director March 19, 1996
- - ------------------------------------------
Robert M. Coard
* Director and Executive Vice March 19, 1996
- - ------------------------------------------ President
Domenic Colasacco
/s/ ROBERT L. CULVER Director March 19, 1996
- - ------------------------------------------
Robert L. Culver
/s/ ALAN K. DERKAZARIAN Director March 19, 1996
- - ------------------------------------------
Alan K. Derkazarian
/s/ DONALD C. DOLBEN Director March 19, 1996
- - ------------------------------------------
Donald C. Dolben
* Director March 19, 1996
- - ------------------------------------------
Walter A. Guleserian
</TABLE>
II-2
<PAGE> 19
<TABLE>
<CAPTION>
NAME TITLE
- - ------------------------------------------ --------------------------------
<S> <C> <C>
/s/ EDWARD GUZOVSKY Director March 19, 1996
- - ------------------------------------------
Edward Guzovsky
* Director March 19, 1996
- - ------------------------------------------
Wallace M. Haselton
* Director March 19, 1996
- - ------------------------------------------
Francis X. Messina
/s/ SYDNEY L. MILLER Director March 19, 1996
- - ------------------------------------------
Sydney L. Miller
/s/ VIKKI L. PRYOR Director March 19, 1996
- - ------------------------------------------
Vikki L. Pryor
* Director March 19, 1996
- - ------------------------------------------
Gerald M. Ridge
* Director March 19, 1996
- - ------------------------------------------
William Schwartz
* Director March 19, 1996
- - ------------------------------------------
Samuel B. Sheldon
/s/ BARBARA C. SIDELL Director March 19, 1996
- - ------------------------------------------
Barbara C. Sidell
* Director March 19, 1996
- - ------------------------------------------
James V. Sidell
* Director March 19, 1996
- - ------------------------------------------
Paul D. Slater
/s/ EDWARD J. SULLIVAN Director March 19, 1996
- - ------------------------------------------
Edward J. Sullivan
* Director March 19, 1996
- - ------------------------------------------
Michael J. Verrochi
/s/ GORDON M. WEINER Director March 19, 1996
- - ------------------------------------------
Gordon M. Weiner
*By /S/ ERIC R. FISHER Attorney-in-Fact March 19, 1996
- - ------------------------------------------
Eric R. Fischer
</TABLE>
II-3
<PAGE> 20
REGISTRATION NO. 33-38836
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
UST CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 4.2
UST CORP.
RESTATED DIVIDEND REINVESTMENT PLAN
ARTICLE I - DESIGNATION AND PURPOSE OF THE PLAN
The Dividend Reinvestment Plan set forth herein shall be known as the
UST Corp. Dividend Reinvestment Plan ("Plan"). The purpose of the Plan is to
provide holders of record and certain beneficial owners of the Common Stock of
UST Corp. (the "Company") with a method of investing cash dividends and optional
cash payments in additional shares of Common Stock.
ARTICLE II - ADMINISTRATION
2.1 United States Trust Company, a bank subsidiary of the Company,
is the agent ("Agent") for the Plan and will administer the
Plan for participants, keep records, send quarterly statements
of account to participants and perform other duties relating
to the Plan.
2.2 Shares of Common Stock purchased under the Plan will be
registered in the name of United States Trust Company as Agent
for participants in the Plan prior to allocation to
participants' accounts.
2.3 The Company will pay for all costs of administration of the
Plan.
ARTICLE III - ELIGIBILITY
3.1 All holders of record of shares of Common Stock are eligible
to participate in the Plan. To be eligible for participation
in the Plan, beneficial owners of shares of Common Stock whose
shares are registered in names other than their own must
become stockholders of record by having the shares transferred
into their names or they may request their holders of record
to participate on their behalf.
3.2 A stockholder may join the Plan at any time by signing an
Authorization Form and returning it to the Agent.
3.3 The Company shall provide a stockholder with an Authorization
Form upon request.
<PAGE> 1
EXHIBIT 4.3
UST CORP. DIVIDEND REINVESTMENT PLAN
Your signing this Authorization Form on the other side and returning it to
UST Corp. authorizes United States Trust Company to act on your behalf as
described in the Prospectus.
INVESTMENT OPTIONS UNDER THE PLAN
1. FULL DIVIDEND REINVESTMENT -- Dividends on all UST Corp. Common Stock
owned by you and credited to your dividend reinvestment account will be
reinvested in additional Common Stock.
2. PARTIAL DIVIDEND REINVESTMENT -- Dividends on the number of shares
specified as well as the dividends on shares credited to your account will be
reinvested in additional Common Stock. Dividends on the remaining shares not
covered by the Plan will be mailed to you.
3. OPTIONAL CASH PAYMENTS -- You may make optional cash payments for the
purchase of additional shares of the Company's Common Stock in accordance with
the Plan, with or without participation in dividend reinvestment.
Please address inquiries concerning your account to UST Corp. Dividend
Reinvestment Plan, 40 Court Street, Boston, MA 02108, ATTN: Asset Management
Department, or you may call UST Corp. at (617) 726-7262.
THIS IS NOT A PROXY -- DO NOT RETURN UNLESS YOU WISH TO PARTICIPATE IN THE PLAN
UST CORP.
AUTHORIZATION FORM FOR DIVIDEND REINVESTMENT PLAN
To: UST CORP. Dividend Reinvestment Plan, 40 Court Street, Boston, MA 02108,
ATTN: Asset Management Department
Please enroll my Common Stock account in the UST Corp. Dividend Reinvestment
Plan as indicated below.
Please print name(s)_________________ Signature(s) of Registered _____________
exactly as shown on Owner(s) (All Owners
Stock Certificate____________________ must sign)
Address for Account__________________ ________________________________________
Enter Soc. Sec. or Taxpayer ID Number
__________________
Date:___________________________________
CHECK APPROPRIATE BOXES
1. / / FULL DIVIDEND REINVESTMENT -- Please reinvest all dividends for this
account.
2. / / PARTIAL DIVIDEND REINVESTMENT -- Please reinvest dividends on ______
shares for this account.
3. / / OPTIONAL CASH PAYMENTS -- Please purchase additional shares in the amount
of $______________ (minimum $100; maximum $3000/Quarter). My check is
enclosed.
THIS IS NOT A PROXY PLEASE SEE REVERSE OF FORM
<PAGE> 2
ARTICLE IV - PARTICIPATION
4.1 If a stockholder elects to participate in the dividend
reinvestment feature of the Plan, the Company will apply all
or a portion of the participating stockholder's cash dividends
on shares held by the participant and on shares credited to
the participant's account under the Plan to the purchase of
additional shares of Common Stock. If a stockholder elects to
participate in the optional cash feature of the Plan, a
participant may elect to make an optional cash payment in an
amount not to exceed $3,000.00 per quarter. In any given
quarter, optional cash payments must be at least $100.00 per
payment. Optional cash payments (which will not accrue
interest) will be used to purchase additional shares of the
Company's Common Stock which will be credited to the
participant's account.
4.2 Each participant in the Plan will receive quarterly statements
of account.
4.3 Reinvested dividends for a particular Investment Date,
together with optional cash payments received during a
time period commencing twenty (20) days prior to the
Investment Date and ending five (5) business days prior to the
applicable Investment Date, will be invested in Common Stock,
in the discretion of the Company, either by (i) the Agent
purchasing authorized but unissued (or treasury) shares of
Common Stock directly from the Company ("New Shares") or (ii)
an independent stock purchasing agent ("Independent
Agent") to be designated by the Company or its Agent
purchasing outstanding shares of Common Stock in the
over-the-counter market or in private transactions
("Outstanding Shares"). If the Company elects the purchase of
New Shares for a particular Investment Date, the New Shares
will be purchased on the Investment Date. If the Company
elects the purchase of Outstanding Shares for a particular
Investment Date, the Outstanding Shares will be purchased by
the Independent Agent as soon as reasonably practicable after
the Investment Date, but with no mandatory maximum period of
time for such purchases. It is recognized that, to the extent
Outstanding Shares are to be purchased, laws, regulations or
other restrictions may require the temporary curtailment or
suspension of purchases of Outstanding Shares under this Plan.
Neither the Company, the Agent, nor the Independent Agent
shall be responsible for or have any liability on account of
any inability to purchase Outstanding Shares at or within any
particular time. The Investment Date is the date on which a
dividend payment is made (usually quarterly).
4.4 Each participant's account will be credited with that number
of shares, including fractions computed to three decimal
places, equal to the total amount of cash dividends and
optional cash payments invested divided by the applicable
purchase price as described in Section 4.5 below.
4.5 The price of New Shares purchased with reinvested dividends
and optional cash payments on any Investment Date by
participants will be 100% of the average of the daily high and
low prices of the Common Stock for the ten trading days
immediately preceding the dividend payment date, as reported
in THE WALL STREET JOURNAL Eastern Edition for stocks traded
on the Nasdaq National Market System. The price of Outstanding
Shares purchased by the Independent Agent with reinvested
dividends and optional cash payments with respect to any
Investment Date will be the average price (excluding brokerage
commissions, if any) of all Outstanding Shares purchased for
the participants in the Plan with respect to that particular
Investment Date (since participants' funds will be commingled
with those of other security holders of the Company
participating in the Plan).
<PAGE> 3
4.6 Participants will be credited with dividends on fractions of
shares held in their Plan accounts.
4.7 The Authorization Form directing the Company to reinvest
participants' dividends must be received by the Agent on or
before the date set by the Company's Board of Directors for
determining stockholders of record entitled to receive a
dividend ("Record Date"). If the Authorization Form is
received after the Record Date, reinvestment of dividends will
not begin until the next dividend period. An Authorization
Form directing the Company to make an optional cash payment
accompanied by good funds in the full amount of such payment
must be received by the Agent during a time period commencing
twenty (20) days prior to the Investment Date and ending five
(5) business days prior to the applicable Investment Date.
ARTICLE V - ISSUANCE OF CERTIFICATES
5.1 Certificates for shares of Common Stock purchased under the
Plan will normally not be issued to participants. Instead, the
number of shares credited to a participant's account will
appear on his or her quarterly statement of account.
5.2 The Company will issue certificates for shares credited to a
participant's account upon his written request. Such shares
will then be issued to the participant and withdrawn from his
account under the Plan. The Company will not issue
certificates for fractions of shares.
5.3 Shares credited to a participant's account may not be pledged.
ARTICLE VI - WITHDRAWAL AND TERMINATION
6.1 A participant must notify the Company in writing of his intent
to withdraw from the Plan. Upon a participant's withdrawal
from the Plan or upon termination of the Plan, certificates
for whole shares credited to a participant's account will be
issued and cash payments will be made for fractional shares.
6.2 A participant may withdraw from the Plan at any time. If the
request to withdraw is received prior to the Record Date, such
request will be processed effective on the day following
receipt of the request by the Agent. However, if the request
to withdraw is received by the Agent on or after the Record
Date, such dividend will be reinvested for the participant's
account. The request for withdrawal will then be processed as
promptly as possible following such Investment Date. All
subsequent dividends will be paid in cash to the former
participant unless the participant re-enrolls in the Plan,
which the participant may do at any time.
6.3 Any fractional shares will be paid for in cash by the Company
upon a participant's withdrawal. The cash payment for any
fractional share will be based on the closing price of the
Common Stock as quoted by the Nasdaq System on the last
business day on which the Common Stock is traded preceding the
day the withdrawal request is effectively processed by the
Agent.
6.4 The Company reserves the right to suspend, modify or terminate
the Plan at any time. The Company will notify each participant
of any suspension, modification or termination. With respect
to the optional cash feature of the Plan, the Company will
notify participants at least seven (7) days in advance of the
Investment Date.
<PAGE> 4
ARTICLE VII - MISCELLANEOUS
7.1 If a participant sells or transfers all of the shares of
Common Stock registered in his name, the Company will continue
to reinvest the dividends on the shares credited to such
participant's account until notified in writing by the
participant to do otherwise.
7.2 If the Company issues to existing stockholders the right to
purchase additional shares of Common Stock in proportion to
shares already owned, the rights will be issued to the
participants.
7.3 Any stock dividends or split shares distributed by the Company
on shares credited to the account of a participant will be
added thereto.
7.4 A participant's shares will be voted in accordance with the
participant's direction through a proxy. Participants will
receive a proxy card indicating total shares held including
shares held under the Plan.
7.5 Neither the Company nor the Agent will be liable for any acts
done in good faith or for any good faith omission to act.
7.6 The Company will comply with income tax withholding provisions
on dividends, if applicable.
7.7 Neither the Company nor the Agent will directly or indirectly
negotiate with the Independent Agent the terms upon which the
Independent Agent may purchase shares of the Company's Common
Stock on the over-the-counter market. The Independent Agent
will not be controlled, directly or indirectly, by the Company
or by any subsidiaries of the Company.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERIC R. FISCHER, ESQ.
As General Counsel to UST Corp. (the "Company"), I hereby consent to
the reference to me under the caption "Legal Opinions" in the Prospectus
included in this Post-Effective Amendment No. 1 to Form S-3 Registration
Statement No. 33-38836 filed on February 1, 1991.
/s/ Eric R. Fischer
Eric R. Fischer
Executive Vice President,
General Counsel and Clerk
Boston, Massachusetts
March 19, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-3 of our
report dated January 30, 1995, included in the Annual Report on Form 10-K of UST
Corp. for the year ended December 31, 1994, and to the reference to our firm
under the caption "Experts" in the Prospectus included in this Post-Effective
Amendment No. 1 to Form S-3, into UST Corp.'s previously filed Registration
Statement No. 33-38836.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 15, 1996
