SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
September 1, 1995
U.S. Trust Corporation
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(Exact name of registrant as specified in its charter)
New York 0-20469 13-3818952
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
114 West 47th Street, New York, New York 10036-1532
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (212) 852-1000
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New USTC Holdings Corporation
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(Former Name, if changed since last report)
Page 1 of 3 pages.
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Item 2. Acquisition or Disposition of Assets
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In connection with the Agreement and Plan of Merger dated
November 18, 1994 (the "Merger Agreement"), between The Chase
Manhattan Corporation ("Chase") and U.S. Trust Corporation ("old U.S.
Trust"), old U.S. Trust has consummated the sale of its institutional
custody, mutual funds servicing and unit trust businesses
(collectively, the "Chase Acquired Businesses") to Chase for $363.5
million in Chase common stock.
Old U.S. Trust effected the sale of the Chase Acquired
Businesses in a two-step transaction. First, on September 1, 1995, old
U.S. Trust distributed (the "Distribution") to its shareholders of
record on the close of business on September 1 all of the shares of
its wholly owned subsidiary, New USTC Holdings Corporation (thereafter
renamed "U.S. Trust Corporation" and referred to herein as "new U.S.
Trust"), then holding all of the assets and liabilities of old U.S.
Trust's asset management, private banking, special fiduciary and
corporate trust businesses (collectively, the "Core Businesses"). In
the Distribution, old U.S. Trust shareholders received shares in new
U.S. Trust on a share-for-share basis. The Distribution was effected
pursuant to an Agreement and Plan of Distribution (the "Distribution
Agreement") between old U.S. Trust, new U.S. Trust, old United States
Trust Company of New York ("old USTNY") and New U.S. Trust Company of
New York (thereafter renamed "United States Trust Company of New York"
and referred to herein as "new USTNY") and a Contribution and
Assumption Agreement (the "Contribution Agreement") between old USTNY
and new USTNY.
Second, on September 2, 1995, following the Distribution,
old U.S. Trust, then holding only the assets and certain of the
liabilities relating to the Chase Acquired Businesses, was merged with
and into Chase. In addition, immediately prior to the merger, old U.S.
Trust and Chase executed a Tax Allocation Agreement (the "Tax
Allocation Agreement"), providing for certain tax indemnities, and a
Post Closing Covenants Agreement (the "Post Closing Covenants
Agreement"), providing for indemnities relating to the Chase Acquired
Businesses and a non-compete agreement by new U.S. Trust with respect
to conducting operations in competition with the Chase Acquired
Businesses.
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The Merger Agreement, the Distribution Agreement, the
Contribution Agreement, the Post Closing Covenants Agreement and the
Tax Allocation Agreement are Exhibits to the Registration Statement on
Form 10 of new U.S. Trust dated February 10, 1995, and are
incorporated herein by reference in their entirety.
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, hereunto duly authorized.
U.S. TRUST CORPORATION
(Registrant)
/s/ Richard E. Brinkmann
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Richard E. Brinkmann
Senior Vice President and
Comptroller
Dated: September 7, 1995
