File No. 333-15521
As filed with the Securities and Exchange Commission on February 7, 1997.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AS A
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UST CORP.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2436093
(State or other jurisdiction (I.R.S. Employer
or incorporation or organization) Indemnification No.)
40 Court Street, Boston, MA 02108
(Address of Principal Executive Offices) (Zip Code)
The Co-operative Bank of Concord 1985 Stock Option Plan
The Co-operative Bank of Concord 1987 Stock Option and Incentive Plan
The Co-operative Bank of Concord 1995 Stock Option and Incentive Plan
The Co-operative Bank of Concord 1993 Employee Stock Purchase Plan
The Braintree Savings Bank 1985 Incentive Stock Option Plan
(Full titles of the Plans)
Eric R. Fischer, Esq.,
Executive Vice President, General Counsel and Clerk
UST Corp.
40 Court Street
Boston, MA 02108
(617) 726-7377
____________________________________________________________________________
(Name, address, including zip code and telephone number, including area code
of agent for service)
This Registration Statement previously registered 10,611,549 shares of common
stock, par value $0.625 per share (the "Common Stock"), of UST Corp. ("UST").
Effective January 3, 1997, 10,125,540 of such shares were issued upon the
consummation of UST's acquisition of Walden Bancorp, Inc. ("Walden"). This
Registration Statement now relates to the 486,009 previously registered shares
that were not issued in the acquisition of Walden which shall be issuable to
participants in the respective (i) The Co-operative Bank of Concord 1985 Stock
Option Plan, (ii) The Co-operative Bank of Concord 1987 Stock Option and
Incentive Plan, (iii) The Co-operative Bank of Concord 1995 Stock Option and
Incentive Plan, (iv) The Co-operative Bank of Concord 1993 Employee Stock
Purchase Plan, and (v) The Braintree Savings Bank 1985 Incentive Stock Option
Plan (collectively, the "Plans"), as such number may be increased in accordance
with the Plans in the event of a merger, consolidation, recapitalization or
similar event involving UST.
<PAGE>
PART II
INFORMATION REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents filed by UST Corp. (the "Registrant") with the
Securities and Exchange Commission (the "SEC") are hereby incorporated by
reference in this Registration Statement: (1) the Registrant's latest annual
report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"); (2) all other reports filed by the
Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year covered by the annual report referred to in (a) above; and
(3) the description of the Common Stock contained in the Registrant's
Registration Statement filed under Section 12(g) of the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
A description of the Registrant's Common Stock to be offered is not
provided in this registration statement because such class of the Registrant's
securities is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts or Counsel
The validity of the shares of Common Stock offered herein has been passed
upon for the Registrant by Eric R. Fischer, General Counsel of the Registrant,
40 Court Street, Boston, Massachusetts 02108. Mr. Fischer is also an officer of
certain other subsidiaries of the Registrant. As of February 7, 1997, Mr.
Fischer had a direct or indirect interest in 36,663 shares of Common Stock and
had options to purchase an additional 50,800 shares, all of which were
immediately exercisable.
Item 6. Indemnification of Directors and Officers
Section 67 of Chapter 156B of the Massachusetts General Laws authorizes a
corporation to indemnify any director, officer, employee or other agent of the
corporation to whatever extent specified in or authorized by (a) the articles
of organization, (b) a by-law adopted by the stockholders or (c) a vote adopted
<PAGE>
by the holders of a majority of the shares of stock entitled to vote on the
election of directors.
The Registrant's Articles of Organization provide that the Registrant
shall, to the fullest extent legally permissible, indemnify each person who is
or was a director, officer, employee or other agent of the Registrant and each
person who is or was serving at the request of the Registrant as such of
another corporation or of any partnership, joint venture, trust, employee
benefit plan or other enterprise or organization, against all liabilities,
costs and expenses, including but not limited to amounts paid in satisfaction
of judgments, in settlement or as fines and penalties, and counsel fees and
disbursements, reasonably incurred by him or her in connection with the defense
or disposition of or otherwise in connection with or resulting from any action,
suit or other proceeding, whether civil, criminal, administrative or
investigative, before any court or administrative or legislative or
investigative body, in which he or she may be or may have been involved as a
party or otherwise or with which he or she may have been threatened, while in
office or thereafter, by reason of his or her being or having been such a
director, officer, employee, agent or trustee, or by reason of any action taken
or not taken in any such capacity. Under Massachusetts law and the Articles of
Organization, no indemnification may be provided for any person with respect to
any matter as to which he or she shall have been adjudicated in any proceeding
not to have acted in good faith in the reasonable belief that his or her action
was in the best interest of the Registrant or other entity served or, to the
extent that such matter relates to service with respect to an employee benefit
plan, in the best interest of the participants or beneficiaries of such
employee benefit plan.
If, in an action, suit or proceeding brought by or in the name of the
Registrant, a director of the Registrant is held not liable for monetary
damages, whether because that director is relieved of personal liability under
the provisions of the Articles of Organization, or otherwise, that director
shall be deemed to have met the standard of conduct set forth above and to be
entitled to indemnification for expenses reasonably incurred in the defense of
such action, suit or proceeding.
As to any matter disposed of by settlement pursuant to a consent decree
or otherwise, no indemnification either for the amount of such settlement or
for any other expenses shall be provided unless such settlement shall be
approved as in the best interests of the Registrant, after notice that it
involves such indemnification, (a) by vote of a majority of the disinterested
directors then in office (even though the disinterested directors be less than
a quorum), (b) by any disinterested person or persons to whom the question may
be referred by vote of a majority of such disinterested directors, or (c) by
vote of the holders of a majority of the outstanding stock at the time entitled
to vote for directors, voting as a single class, exclusive of any stock owned
by any interested person, or (d) by any disinterested person or persons to whom
the question may be referred by vote of the holders or a majority of such
stock. No such approval shall prevent the recovery from any such officer,
director, employee, agent or trustee of any amounts paid to him or her or on
his or her behalf as indemnification in accordance with the preceding sentence
if such person is subsequently adjudicated by a court of competent jurisdiction
not to have acted in good faith in the reasonable belief that his or her action
was in the best interest of the Registrant.
The rights of indemnification provided in the Registrant's Articles of
Organization shall not be exclusive of or affect any other rights to which any
director, officer, employee, agent or trustee may be entitled or which may
lawfully be granted to him or her. Indemnification of a "director", "officer",
<PAGE>
"employee", "agent", and "trustee" includes their respective executors,
administrators and other legal representatives. An "interested" person is one
against whom the action, suit or other proceeding in question or another
action, suit or other proceeding on the same or similar grounds is then or had
been pending or threatened, and a "disinterested" person is a person against
whom no such action, suit or other proceeding is then or had been pending or
threatened.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are part of this Registration Statement:
3 Amendment to Articles of Organization of UST.
5 Opinion and Consent of Eric R. Fischer, Esq., General Counsel
of UST, as to the validity of the shares of Common Stock.
23.1 Consent of Eric R. Fischer (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP (concerning UST financials).
23.3 Consent of Arthur Andersen LLP (concerning Walden financials)
24 Power of Attorney (previously filed).
[Remainder of page intentionally left blank]
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, and The Commonwealth of Massachusetts,
on the 31st day of January, 1997.
UST Corp.
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
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Neal F. Finnegan
______________________ President and Chief Executive January 30, 1997
(Neal F. Finnegan) Officer (Principal Executive
Officer) and Director
/s/ James K. Hunt
_________________________ Executive Vice President and January 30, 1997
(James K. Hunt) Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
_________________________ Director January __, 1997
(Chester G. Atkins)
_________________________ Director January __, 1997
(David E. Bradbury)
* Director
_________________________
(Robert M. Coard)
/s/ Domenic Colasacco
_________________________ Director January 30, 1997
(Domenic Colasacco)
* Director
_________________________
(Robert L. Culver)
<PAGE>
* Director
_________________________
(Alan K. DerKazarian)
* Director
_________________________
(Donald C. Dolben)
* Director
_________________________
(Edward Guzovsky)
* Director
_________________________
(Wallace M. Haselton)
* Director
_________________________
(Brian W. Hotarek)
_________________________ Director January __, 1997
(Francis X. Messina)
* Director
_________________________
(Sydney L. Miller)
* Director
_________________________
(Vikki L. Pryor)
* Director
_________________________
(Gerald M. Ridge)
* Director
_________________________
(William Schwartz)
_________________________ Director January __, 1997
Barbara C. Sidell)
_________________________ Director January __, 1997
(James V. Sidell)
_________________________ Director January __, 1997
(Paul D. Slater)
<PAGE>
* Director
_________________________
(Edward J .Sullivan)
_________________________ Director January __, 1997
(G. Robert Tod)
* Director
_________________________
(Michael J. Verrochi, Jr.)
* Director
_________________________
(Gordon M. Weiner)
/s/ Eric R. Fischer
*By:_______________________________ January 30, 1997
(Eric R. Fischer, Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Documents
3 Amendment to Articles of Organization of
UST.
5 Opinion and Consent of Eric R. Fischer,
General Counsel of UST, as to the
validity of the shares of Common Stock
being offered herein.
23.1 Consent of Eric R. Fischer (included in Exhibit 5). ---
23.2 Consent of Arthur Andersen LLP (concerning
UST financials).
23.3 Consent of Arthur Andersen LLP (concerning
Walden financials)
24 Power of Attorney (previously filed). ---
FEDERAL IDENTIFICATION
NO. 04-2436093
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, Neal F. Finnegan , *President
and Eric R. Fischer , *Clerk
of UST Corp. .
(Exact name of corporation)
located at: 40 Court Street, Boston, Massachusetts 02108
------------------------------------------------------------------.
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
Three (3)
(Number those articles 1, 2, 3, 4, 5, and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on
December 17, 1996, by vote of 11,344,981 shares of UST Corp. Common Stock of
17,936,989 shares outstanding.
(type, class & series, if any)
par value of $0.625
** being at least a majority of each type, class or series outstanding and
entitled to vote thereon.
VOTED: to amend the Corporation's Restated Articles of
Organization to increase the number of authorized
shares of the Corporation's Common Stock from
30,000,000 to 45,000,000.
* Delete the inapplicable words. ** Delete the inapplicble clause
For amendments adopted pursuant to Chapter 156B, Section 70.
For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8 1/2 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more
than one article may be made on a single sheet so long as each article
requiring each addition is clearly indicated.
<PAGE>
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCK
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common: 30,000,000 $0.625
Preferred: Preferred: 4,000,000 $1.00
(300,000 Series A Junior Participating) @ 1.00
Change the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCK
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common: 45,000,000 $0.625
Preferred: Preferred: 4,000,000 $1.00
(300,000 Series A Junior) Participating) @ 1.00
</TABLE>
<PAGE>
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date:
SIGNED UNDER THE PENALTIES OF PERJURY, this 27th day of December 1996.
, *President
Neal F. Finnegan
, *Clerk
Eric R. Fischer, Esq.
*Delete the inapplicable words.
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within Articles of Amendment, and the filing fee in the
amount of $15,000 having been paid, said article is deemed to have been filed
with me this 27th day of December, 1996.
Effective date:
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Eric R. Fischer, Esq.
40 Court Street
Boston, Massachusetts
(617) 726-7377
EXHIBIT 5(A)
January 31, 1997
UST Corp.
40 Court Street
Boston, MA 02108
RE: UST Corp's Post-Effective Amendment to Registration Statement on
Form S-4 as Registration Statement on Form S-8 Relating to The
Co-operative Bank of Concord 1985 Stock Option Plan, The
Co-operative Bank of Concord 1987 Stock Option Plan and Incentive
Plan, The Co-operative Bank of Concord 1995 Stock Option Plan and
Incentive Plan, The Co-operative Bank of Concord 1993 Employee Stock
Purchase Plan and The Braintree Savings Bank 1985 Incentive Stock
Option Plan.
As General Counsel of UST Corp. (the "Corporation"), I have participated
with the Corporation, its officers and outside counsel to the Corporation,
Bingham, Dana & Gould LLP, in the preparation for filing with the Securities
and Exchange Commission (the "Commission") of a Post-Effective Amendment to the
Corporation's Registration Statement on Form S-4 as a Registration Statement on
Form S-8 (the "Registration Statement"), covering 486,009 shares (the "Shares")
of the Corporation's Common Stock, par value $0.625 per share, which Shares may
hereafter be acquired by participants ("Participants") in (1) The Co-operative
Bank of Concord 1985 Stock Option Plan, (2) The Co-operative Bank of Concord
1987 Stock Option Plan and Incentive Plan, (3) The Co-operative Bank of Concord
1995 Stock Option Plan and Incentive Plan, (4) the Co-operative Bank of Concord
1993 Employee Stock Purchase Plan, and (5) The Braintree Savings Bank 1985
Incentive Stock Option Plan (collectively, the "Plans"). In connection with
filing the Registration Statement, the rules and regulations of the Commission
require my opinion, in my capacity as General Counsel for the Corporation, on
the matters set forth below.
In rendering this opinion, I, and other attorneys in this office working
under my supervision, have examined and relied upon originals or copies,
certified or otherwise, of all such corporate records, documents, agreements or
other instruments of the Corporation, and have made such investigation of law
and have discussed with the officers of the Corporation such questions of fact
as we have deemed necessary or appropriate. In rendering this opinion, I have
relied upon certificates and statements of officers and directors of the
Corporation as to factual maters, and have assumed the genuineness of all
documents submitted as copies.
<PAGE>
Based upon and subject to the foregoing, I am of the opinion that the
Shares will be, upon the issuance thereof pursuant to the terms of the Plans,
legally issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
under the caption "Interests of Named Experts and Counsel".
Very truly yours,
/s/ Eric R. Fischer
_____________________________
Eric R. Fischer
General Counsel
ERF/cmb
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this post-effective amendment to the registration on Form S-4
as a registration statement on Form S-8, of our report dated January 29, 1996
included in UST Corp.'s Form 10-K for the year ended December 31, 1995, and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
January 31, 1997
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this post-effective amendment to the registration on Form S-4
as a registration statement on Form S-8, of our report dated January 25, 1996,
included in Walden Bancorp, Inc.'s Form 10-K for the year ended December 31,
1995, and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
January 31, 1997
