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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: AUGUST 30, 1996
UST CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 0-9623 04-2436093
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
40 COURT STREET 02108
BOSTON, MASSACHUSETTS (ZIP CODE)
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
(617) 726-7000
(REGISTRANT'S
TELEPHONE NUMBER,
INCLUDING AREA CODE)
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<PAGE>
ITEM 2. ACQUISITION OF ASSETS.
Acquisition of Walden Bancorp, Inc.
(a) On August 30, 1996, UST Corp. (the "Company") executed an agreement
with Walden Bancorp, Inc. ("Walden") of Acton, Massachusetts pursuant to which
the Company agreed to acquire Walden. On January 3, 1997, the Company
consummated this acquisition. Walden is the bank holding company for two
community banks, The Co-operative Bank of Concord ("Concord") and The Braintree
Savings Bank ("Braintree"), which operate an aggregate of seventeen (17)
branches in the Massachusetts counties of Middlesex, Norfolk and Plymouth.
The transaction was structured as a tax-free exchange of 1.9 shares of
the Company's common stock for each share of Walden common stock and accounted
for as a pooling of interests. As of the closing date, the transaction was
valued at approximately $207 million. A total of 10,125,540 shares of UST
common stock were issued in exchange for the 5,329,232 Walden shares
outstanding at the closing date.
(b) The assets acquired by the Company from Walden included the physical
premises of (or the leases with respect to) the aggregate of seventeen branches
of The Co-operative Bank of Concord and The Braintree Savings Bank. The Company
also acquired substantially all of the personalty in these branches. The
locations will continue to operate as branches of The Co-operative Bank of
Concord and The Braintree Savings Bank until (subject to regulatory approval)
the banks are merged into USTrust during 1997.
ITEM 5. OTHER EVENTS.
In connection with the acquisition of Walden, the Company also named
three (3) former Directors of Walden to the Boards of Directors of the Company
and USTrust, the Company's principal bank subsidiary. The individuals so
elected are David E. Bradbury, G. Robert Tod and Chester G. Atkins.
Mr. Bradbury was formerly the Chairman of the Board, President and Chief
Executive Officer of Walden and Chairman of the Board of Concord.
Mr. Tod is the President, Chief Operating Officer and a director of the
CML Group, Inc., a specialty retailer in Acton, Massachusetts. He is also a
Director of SCI Systems, Huntsville, Alabama, and EG&G, Wellesley,
Massachusetts.
Mr. Atkins is a Partner in ADS Ventures, Inc. of Concord, Massachusetts.
Mr. Atkins is also the former United States Congressman from the 5th
Congressional District of Massachusetts.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) and (b) Financial statements including pro forma financial
information will be provided within 60 days of the date of consummation of the
acquisition of Walden.
(c) Exhibits
1. The Affiliation Agreement and Plan of Reorganization, dated as of
August 30, 1996, between UST Corp. and Walden Bancorp, Inc. (incorporated by
reference to the Company's Current Report on Form 8-K dated September 11,
1996).
2. UST Corp.'s Press Release dated August 30, 1996, related to the
execution of the Affiliation Agreement between UST Corp. and Walden Bancorp,
Inc. (incorporated by reference to the Company's Current Report on Form 8-K
dated September 11, 1996)
3. UST Corp.'s Press Release dated January 3, 1997 related to the
acquisition by UST Corp. of Walden Bancorp, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
UST Corp.
/s/ Neal F. Finnegan
____________________________________
Neal F. Finnegan
President and Chief Executive Officer
/s/ James K. Hunt
____________________________________
James K. Hunt
Executive Vice President, Treasurer and
Chief Financial Officer
Dated: February 6, 1997
N E W S R E L E A S E
For: Release at 5:01 p.m.
Contact: Sheila D. Celata (617) 726-7120
UST CORP. COMPLETES ACQUISITION
OF WALDEN BANCORP, INC.
BOSTON, MASS...JANUARY 3, 1997...UST Corp. (NASDAQ: USTB), parent company
of USTrust and United States Trust Company in Massachusetts, reported today
that it has completed the acquisition of Walden Bancorp, Inc. (NASDAQ: WLDN).
The addition of Walden Bancorp, Inc., a $1 billion bank holding company,
will increase the total assets of UST Corp. to approximately $3.7 billion. The
Company will operate a total of sixty-five branches in the greater Boston area,
after giving effect to UST's recently completed purchase of four branches of
Bank of Boston and sixteen branches of BayBank.
Walden's two subsidiary banks, The Bank of Braintree and The Co-oprative
Bank of Concord, which operate a total of seventeen branches located in
Middlesex, Norfolk and Plymouth counties, will operate initially as
subsidiaries of UST. It is expected that these banks will be merged with
USTrust, UST Corp.'s principal banking subsidiary, during 1997. The transaction
was approved by the shareholders of both UST Corp. and Walden in December and
has received all requisite regulatory approvals.
<PAGE>
"We are extremely pleased to complete this transaction said Neal F.
Finnegan, President and Chief Executive Officer of UST. "The addition of
Walden Bancorp creates a stronger and more attractive franchise and adds
seventeen desirable branch locations along with an attractive balance sheet and
risk profile. The combination of the two organizations strengthens
our presence in eastern Massachustts and enables us to expand our business and
consumer customer base."
The acquisition, which will be accounted for as a pooling of interests, is
structured as a tax-free exchange. Walden shareholders will receive 1.9 shares
of UST common stock for each share of Walden common stock.
UST is a Boston-based bank holding company which provides a broad range of
financial services to individuals and small- and medium-sized companies in New
England. Included in these services are commercial banking, consumer services,
trust and money management and equipment leasing.
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