<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 1998
REGISTRATION NO.333-52115
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
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 (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
6711
(Primary Standard Industrial Classification Code Number)
------------------------------
40 COURT STREET, BOSTON, MASSACHUSETTS 02108, (617) 726-7000
(Address, including ZIP code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
<TABLE>
<S> <C>
JAMES K. HUNT ERIC R. FISCHER, ESQ.
EXECUTIVE VICE PRESIDENT, EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND TREASURER GENERAL COUNSEL AND CLERK
UST CORP. UST CORP.
40 Court Street 40 Court Street
Boston, Massachusetts 02108 Boston, Massachusetts 02108
(617) 726-7055 (617) 726-7377
</TABLE>
(Names, addresses, including ZIP codes, and telephone numbers, including area
codes, of agents for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement and all other conditions to the merger of Affiliated Community
Bancorp, Inc. into a subsidiary of the Registrant have been satisfied or waived
as described in the enclosed Joint Proxy Statement-Prospectus.
------------------------
If the securities being registered on this Form are to be offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box / /.
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (1) OFFERING PRICE (1) FEE(2)
<S> <C> <C> <C> <C>
Common Stock, par value $0.625 per share 9,500,000 27.875 $264,812,500 $79,000
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) based on the average of the high and low prices of the Common
Stock on May 4, 1998, as reported on the NASDAQ National Market System.
(2) Previously paid.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. 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 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 be or 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, 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 interests of the Registrant.
The right 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,"
"employee," "agent," and "trustee" includes their respective executors,
administrators and other legal
II-1
<PAGE>
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 21. EXHIBITS AND FINANCIAL STATEMENTS.
(a) The following is a list of exhibits to this Registration Statement:
(2)(a)--Affiliation Agreement and Plan of Reorganization, dated as of
December 15, 1997, by and among UST, Mosaic and AFCB (included as APPENDIX A
to the Joint Proxy Statement-Prospectus).
(2)(b)--Stock Option Agreement, dated as of December 15, 1997, by and
between UST and AFCB (included as APPENDIX B to the Joint Proxy
Statement-Prospectus).
(2)(c)--Form of Voting Agreement, dated as of December 15, 1997, executed by
the directors and certain executive officers of AFCB (included as APPENDIX C
to the Joint Proxy Statement-Prospectus).
(3)(a)--Amended and Restated Articles of Organization of UST, incorporated
herein by reference to Exhibit 3(a) to UST's Annual Report on Form 10-K for
the year ended December 31, 1996.
(3)(b)--By-laws of UST, as amended to date, incorporated herein by reference
to Exhibit 3(b) to UST's Annual Report on Form 10-K for the year ended
December 31, 1996.
(4)--Rights Agreement, dated as of September 19, 1995, between UST and
United States Trust Company, as Rights Agent, and the description of the
Rights, incorporated herein by reference to UST's Registration Statement on
Form 8-A relating to the Rights and to Exhibit 1 of such Registration
Statement.
*(5)--Opinion of Eric R. Fischer, Esq.
*(8)(a)--Form of Opinion of Bingham Dana LLP as to certain tax matters.
*(8)(b)--Form of Opinion of Sullivan & Worcester LLP as to certain tax
matters.
*(23)(a)--Consents of Arthur Andersen LLP.
(23)(b)--Consent of Wolf & Company, P.C.
(23)(c)--Consent of KPMG Peat Marwick LLP.
*(23)(d)--Consent of Eric R. Fischer, Esq. (included in Exhibit 5).
(23)(e)--Consent of Bingham Dana LLP.
*(23)(f)--Consent of Sullivan & Worcester LLP (included in Exhibit 8(b)).
*(23)(g)--Consent of Fox-Pitt, Kelton, Inc.
*(23)(h)--Consent of PaineWebber Incorporated.
*(23)(i)--Consent of Timothy J. Hansberry
*(24)--Power of Attorney of certain officers and directors (included on
pages II-5 and II-6).
*(99)(a)--Form of Proxy for Special Meeting of Stockholders of UST.
*(99)(b)--Form of Proxy for Special Meeting of Stockholders of AFCB.
(99)(c)--Text of Sections 85 to 98 of the Massachusetts Business
Corporations Law (included as APPENDIX F to the Joint Proxy
Statement-Prospectus).
*Previously filed.
II-2
<PAGE>
(b) Financial Statements Schedules:
Not Applicable.
(c) Fairness Opinions:
Included in Part I as APPENDICES D and E to the Joint Proxy
Statement-Prospectus included in this Registration Statement.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering rate
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent not more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
Registrant undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
The Registrant undertakes that every prospectus (i) that is filed pursuant
to the immediately preceding paragraph, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an
II-3
<PAGE>
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for the purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Joint Proxy
Statement-Prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form S-4,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-4
<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 for filing on Form S-4 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 as of
May 8, 1998.
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. By so signing, each of the undersigned,
in his or her capacity as a director or officer, or both, as the case may be, of
the Registrant, does hereby appoint Neal F. Finnegan, James K. Hunt and Eric R.
Fischer, and each of them severally, or if more than one acts, a majority of
them, his or her true and lawful attorneys or attorney to execute in his or her
name, place and stead, in his or her capacity as a director or officer or both,
as the case may be, of the Registrant, the Registration Statement on Form S-4
and with respect to the shares of UST Common Stock issued in connection with
this offering and any and all amendments to said Registration Statement and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do and perform
in the name and on behalf of each of the undersigned, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises as fully
and to all intents and purposes as each of the undersigned might or could do in
person, hereby ratifying and approving the acts of said attorneys and each of
them.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ --------------------------------------- ----------------
<C> <S> <C>
President and May 8, 1998
/s/ NEAL F. FINNEGAN Chief Executive Officer
------------------------------------------- (Principal Executive Officer)
(Neal F. Finnegan) and Director
Executive Vice May 8, 1998
/s/ JAMES K. HUNT President, Chief Financial
------------------------------------------- Officer and Treasurer
(James K. Hunt) (Principal Financial Officer
and Principal Accounting Officer)
/s/ CHESTER G. ATKINS Director May 8, 1998
-------------------------------------------
(Chester G. Atkins)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ --------------------------------------- ----------------
<C> <S> <C>
/s/ DAVID E. BRADBURY Director May 8, 1998
-------------------------------------------
(David E. Bradbury)
/s/ ROBERT M. COARD Director May 8, 1998
-------------------------------------------
(Robert M. Coard)
/s/ ROBERT L. CULVER Director May 8, 1998
-------------------------------------------
(Robert L. Culver)
/s/ ALAN K. DERKAZARIAN Director May 8, 1998
-------------------------------------------
(Alan K. DerKazarian)
/s/ DONALD C. DOLBEN Director May 8, 1998
-------------------------------------------
(Donald C. Dolben)
/s/ EDWARD GUZOVSKY Director May 8, 1998
-------------------------------------------
(Edward Guzovsky)
/s/ WALLACE M. HASELTON Director May 8, 1998
-------------------------------------------
(Wallace M. Haselton)
/s/ BRIAN W. HOTAREK Director May 8, 1998
-------------------------------------------
(Brian W. Hotarek)
/s/ FRANCIS X. MESSINA Director May 8, 1998
-------------------------------------------
(Francis X. Messina)
/s/ MICHAEL A. MILLER Director May 8, 1998
-------------------------------------------
(Michael A. Miller)
/s/ SYDNEY L. MILLER Director May 8, 1998
-------------------------------------------
(Sydney L. Miller)
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ --------------------------------------- ----------------
<C> <S> <C>
/s/ VIKKI L. PRYOR Director May 8, 1998
-------------------------------------------
(Vikki L. Pryor)
/s/ GERALD M. RIDGE Director May 8, 1998
-------------------------------------------
(Gerald M. Ridge)
/s/ WILLIAM SCHWARTZ Director May 8, 1998
-------------------------------------------
(William Schwartz)
/s/ BARBARA C. SIDELL Director May 8, 1998
-------------------------------------------
(Barbara C. Sidell)
/s/ JAMES V. SIDELL Director May 8, 1998
-------------------------------------------
(James V. Sidell)
/s/ PAUL D. SLATER Director May 8, 1998
-------------------------------------------
(Paul D. Slater)
/s/ EDWARD J. SULLIVAN Director May 8, 1998
-------------------------------------------
(Edward J. Sullivan)
/s/ G. ROBERT TOD Director May 8, 1998
-------------------------------------------
(G. Robert Tod)
/s/ MICHAEL J. VERROCHI, JR. Director May 8, 1998
-------------------------------------------
(Michael J. Verrochi, Jr.)
/s/ GORDON M. WEINER Director May 8, 1998
-------------------------------------------
(Gordon M. Weiner)
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
(2)(a) -- Affiliation Agreement and Plan of Reorganization, dated as of December 15, 1997, by and among UST,
Mosaic and AFCB (included as APPENDIX A to the Joint Proxy Statement-Prospectus).
(2)(b) -- Stock Option Agreement, dated as of December 15, 1997, by and between UST and AFCB (included as
APPENDIX B to the Joint Proxy Statement-Prospectus).
(2)(c) -- Form of Voting Agreement, dated as of December 15, 1997, executed by the directors and certain
executive officers of AFCB (included as APPENDIX C to the Joint Proxy Statement-Prospectus).
(3)(a) -- Amended and Restated Articles of Organization of UST, incorporated herein by reference to Exhibit
3(a) to UST's Annual Report on Form 10-K for the year ended December 31, 1996.
(3)(b) -- By-laws of UST, as amended to date, incorporated herein by reference to Exhibit 3(b) to UST's Annual
Report on Form 10-K for the year ended December 31, 1996.
(4) -- Rights Agreement, dated as of September 19, 1995, between UST and United States Trust Company, as
Rights Agent, and the description of the Rights, incorporated herein by reference to UST's
Registration Statement on Form 8-A relating to the Rights and to Exhibit 1 of such Registration
Statement.
*(5) -- Opinion of Eric R. Fischer, Esq.
*(8)(a) -- Form of Opinion of Bingham Dana LLP as to certain tax matters.
*(8)(b) -- Form of Opinion of Sullivan & Worcester LLP as to certain tax matters.
*(23)(a) -- Consents of Arthur Andersen LLP.
(23)(b) -- Consent of Wolf & Company, P.C.
(23)(c) -- Consent of KPMG Peat Marwick LLP.
*(23)(d) -- Consent of Eric R. Fischer, Esq. (included in Exhibit 5).
(23)(e) -- Consent of Bingham Dana LLP.
*(23)(f) -- Consent of Sullivan & Worcester LLP (included in Exhibit 8(b)).
*(23)(g) -- Consent of Fox-Pitt, Kelton, Inc.
*(23)(h) -- Consent of PaineWebber Incorporated.
*(23)(i) -- Consent of Timothy J. Hansberry
*(24) -- Power of Attorney of certain officers and directors (included on pages II-5 and II-6).
*(99)(a) -- Form of Proxy for Special Meeting of Stockholders of UST.
*(99)(b) -- Form of Proxy for Special Meeting of Stockholders of AFCB.
*(99)(c) -- Text of Sections 85 to 98 of the Massachusetts Business Corporations Law (included as APPENDIX F to
the Joint Proxy Statement-Prospectus).
</TABLE>
*Previously filed.
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
in the Registration Statement on Form S-4 of UST Corp. of our report dated
January 23, 1998 relating to the consolidated financial statements of Somerset
Savings Bank as of December 31, 1997 and 1996, and for each of the years in the
three-year period ended December 31, 1997, which appears in the Current Report
on Form 8-K of UST Corp. dated April 24, 1998, as amended. We also consent to
all references to our firm in the Registration Statement.
/s/ Wolf & Company, P.C.
------------------------
WOLF & COMPANY, P.C.
Boston, Massachusetts
May 6, 1998
<PAGE>
Exhibit 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We Consent to the incorporation by reference in the Registration Statement
on Form S-4 of UST Corp. of our report dated January 15, 1996 with respect to
the consolidated financial statements of The Federal Savings Bank as of December
31, 1995 and for the year then ended, which report appears in the December 31,
1997 annual report of Affiliated Community Bancorp, Inc. We also consent to
all references to our firm in the Registration Statement.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Boston, Massachusetts
May 4, 1998
<PAGE>
EXHIBIT 23(e)
May 8, 1998
UST Corp.
40 Court Street
Boston, Massachusetts 02108
Ladies and Gentlemen:
We hereby consent to the filing of our opinion as an exhibit to the
Registration Statement and to the references to this Firm under the captions
"THE MERGER--Federal Income Tax Consequences" and "LEGAL OPINIONS" in the
Joint Proxy Statement-Prospectus included in the registration statement on
Form S-4 filed with the Securities and Exchange Commission on or about May 7,
1998 by UST Corp. and Affiliated Community Bancorp, Inc. ("AFCB") in
connection with the proposed merger of AFCB with and into your subsidiary,
Mosaic Corp.
Very truly yours,
/s/ Bingham Dana LLP
------------------------------
BINGHAM DANA LLP
