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New USTC Holdings Corporation meets the conditions set forth in the
General Instruction H(1)(a) and (b) of Form 10-Q and is therefore
filing this form with the reduced disclosure format.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarterly Period Ended MARCH 31, 1995
--------------------------------------------
Commission file number 0-20469
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NEW USTC HOLDINGS CORPORATION
- -----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-3818952
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(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
114 West 47th Street, New York, New York 10036
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(Address of principal executive offices) (Zip Code)
(212) 852-1000
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name, former address and former fiscal year, if
changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
100 shares, Common Stock $1 par value, as of May 25, 1995
Page 1 of 7 Pages
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements
--------------------
An index of the financial statements included in this Form
10-Q filing follows. All page numbers refer to pages within this
Form 10-Q.
Title of Financial Statement Page #
- ---------------------------- ------
Statement of Condition as of March 31, 1995 3
Note to the Financial Statement 4
In the opinion of management, all adjustments necessary for a
fair presentation of financial position for the interim period have
been made.
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<TABLE>
NEW USTC HOLDINGS CORPORATION
STATEMENT OF CONDITION
(UNAUDITED)
March 31,
1995
---------
<S> <C>
ASSETS
Cash and Due from Banks $ 100
---------
Total Assets $ 100
=========
LIABILITIES AND STOCKHOLDER'S EQUITY
Common Stock, $1.00 Par Value; 100 Shares
Authorized; 100 Shares Issued and Outstanding 100
---------
Total Liabilities and Stockholder's Equity $ 100
=========
</TABLE>
The accompanying note is an integral part of the financial statement.
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NEW USTC HOLDINGS CORPORATION
NOTE TO THE FINANCIAL STATEMENT
1. Basis of Organization
---------------------
On November 18, 1994, U.S. Trust Corporation (the
"Corporation") entered into an Agreement and Plan of
Merger (the "Merger Agreement") with The Chase Manhattan
Corporation ("Chase") under which Chase will purchase the
Corporation's institutional custody, mutual funds servicing
and unit trust businesses (the "Processing Business") and
certain of the Corporation's back office functions
(collectively the "Chase Acquired Business") for $363.5
million in Chase common stock (the "transaction"). The
transaction, which is still subject to bank regulatory
approvals and a favorable ruling from the Internal Revenue
Service regarding its tax-free status, is expected to close
mid-year 1995.
New USTC Holdings Corporation (the "Company") was organized in
New York in January 1995 and is a wholly owned subsidiary of
the Corporation. The Company will become a bank holding
company at the time the transaction is consummated. The
transaction will consist of the following two near-
simultaneous steps. First, the Corporation will distribute to
its shareholders shares of common stock of the Company on a
one-for-one basis (the "Disposition"). The assets of the
Company will include the Corporation's asset management,
private banking, special fiduciary and corporate trust
businesses. Second, the Corporation, which will then consist
solely of the assets and liabilities of the Chase Acquired
Business, will be merged into Chase in accordance with the
terms of the Merger Agreement and the shareholders of the
Corporation will receive shares of Chase common stock, based
upon an exchange formula set forth in the Merger Agreement, on
a pro-rata basis.
The Company has not begun operations and will not begin
operations until the Disposition.
For financial reporting purposes, the Company is a "successor
registrant" to the Corporation, and as a result, the
Corporation's Quarterly Report on Form 10-Q for the period
ended March 31, 1995 filed with the Securities and Exchange
Commission on May 12, 1995 is deemed to be the historical
financial information of the Company.
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PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) EXHIBITS:
2.1 - Agreement and Plan of Merger dated as of November 18, 1994
(as amended, supplemented or otherwise modified from time to
time) between The Chase Manhattan Corporation ("Chase") and
the Corporation, filed as Exhibit 2.1 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 ("Form 10-K") and included in the Form
10-K as Appendix A to the Proxy Statement/Prospectus dated
February 9, 1995, filed as Exhibit 99.1 to the Form 10-K
("Exhibit 99.1"). (1) (2)
2.2 - Form of Agreement and Plan of Distribution among the
Corporation, United States Trust Company of New York (the
"Trust Company"), the Company and New U.S. Trust Company of
New York ("New U.S. Trust"), filed as Exhibit 2.2 to the
Form 10-K and included in the Form 10-K as Appendix B to
Exhibit 99.1 (1) (2)
2.3 - Form of Contribution and Assumption Agreement between the
Trust Company and New U.S. Trust, filed as Exhibit 2.3 to
the Form 10-K and included in the Form 10-K as Appendix C to
Exhibit 99.1. (1) (2)
2.4 - Form of Post Closing Covenants Agreement among Chase, the
Corporation, the Trust Company, the Company and New U.S.
Trust, filed as Exhibit 2.4 to the Form 10-K and included in
the Form 10-K as Appendix D to Exhibit 99.1. (1)
2.5 - Form of Tax Allocation Agreement among the Corporation, the
Company and Chase, filed as Exhibit 2.5 to the Form 10-K and
included in the Form 10-K as Appendix E to Exhibit 99.1. (1)
2.6 - Services Agreement Term Sheet, filed as Exhibit 7 to the
Corporation's Current Report on Form 8-K bearing cover date
of November 18, 1994. (1)
- ----------------
(1) Incorporated herein by reference.
(2) The copy of this document being incorporated by reference herein
does not include the exhibits and schedules thereto which are
identified as being omitted in the table of contents of this
document. The Corporation undertakes to furnish any such omitted
exhibits and schedules to the Commission upon its request.
-5-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K (Continued)
--------------------------------
(a) EXHIBITS:
3.1 - Certificate of Incorporation of the Company, filed as
Appendix I to the Company's Registration Statement on
Form 10 dated February 9, 1995 ("Form 10"). (1)
3.2 - By-Laws of the Company, filed as Appendix II to the
Form 10. (1)
(b) REPORTS ON FORM 8-K:
None
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(1) Incorporated herein by reference.
-6-
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
NEW USTC HOLDINGS CORPORATION
------------------------------
(Registrant)
Date: May 26, 1995 Richard E. Brinkmann
------------------ ------------------------------
Richard E. Brinkmann
Senior Vice President
and Comptroller
(Principal Accounting Officer)
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