SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
U. S. T R U S T C O R P O R A T I O N
(Exact name of registrant as specified in its charter)
New York 13-3818952
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
114 West 47th Street
New York, New York 10036-1532
(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION PLAN
OF U.S. TRUST CORPORATION
(Full title of the plan)
CAROL A. STRICKLAND
Secretary
U.S. TRUST CORPORATION
114 West 47th Street
New York, New York 10036-1532
(Name and address of agent for service)
(212) 852-1000
(Telephone number, including area code, of agent for service)
Copy to:
Bernard Cedarbaum
Carter, Ledyard & Milburn
2 Wall Street
New York, New York 10005-2072
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
maximum maximum
Title of secu- offering aggregate Amount of
rities to be Amount to be price per offering registra-
registered registered share price tion fee
<S> <C> <C> <C> <C>
Common Shares,
par value
$1 per share 277,400 shares $41.375<F1> $11,477,425 $ 3,958
0000
Common Shares,
par value
$1 per share 220,000 shares $49.65<F1> 10,923,000 3,767
Common Shares,
par value
$1 per share 352,600 shares $47.125<F2> 16,616,275(2) 5,730
------- ---------- -----
Totals 850,000 shares -- $39,016,700 $13,455
Rights to Purchase
Series A
Participating
Cumulative
Preferred Shares 850,000 rights -- <F3> -- <F3> None
<FN>
<F1> Calculated pursuant to Rule 457(h) on the basis of the price
at which outstanding options under the 1995 Stock Option Plan
may be exercised.
<F2> Calculated pursuant to Rule 457(h) and (c) upon the basis of
the average of the high and low prices ($48 and $46 1/4) of a
Common Share as quoted on the Nasdaq National Market System on
October 27, 1995.
<F3> Included in the offering price of the Common Shares being
registered hereby. Until the Distribution Date, as defined in
the Rights Agreement providing for the Rights to Purchase the
Registrant's Series A Participating Cumulative Preferred
- 2 -
<PAGE>
Shares (the "Rights"), the Rights will be transferable only
with the Common Shares and will be evidenced by the
certificates evidencing the Common Shares.
</TABLE>
This Registration Statement shall become effective immediately
upon filing as provided in Rule 462 under the Securities Act of
1933.
- 3 -
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference the
following documents into this Registration Statement:
(a) The Registrant's Registration Statement on Form 10
dated February 9, 1995 (Commission File No. 0-20469), for the
registration of the Common Shares pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act").
(b) The Registrant's Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 1995, and June 30, 1995.
(c) The Registrant's Current Report on Form 8-K bearing
cover date of September 1, 1995.
(d) The description of the Common Shares contained in
the abovementioned Registration Statement on Form 10, and any
amendments or reports hereafter filed for the purpose of updating
such description.
(e) The description of the Rights contained in the
Registrant's Registration Statement on Form 8-A dated September 5,
1995, for the registration of the Rights pursuant to Section 12(g)
of the Exchange Act.
In addition, all documents subsequently filed by the
Registrant and the Plan with the Securities and Exchange Commission
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 indi-
cates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents.
- 4 -
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article V of the By-Laws of the Registrant provides as
follows:
"The Corporation shall indemnify any person made or
threatened to be made a party to any action or proceeding,
whether civil or criminal, and whether or not by or in the
right of the Corporation or of any other corporation of any
type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, by
reason of the fact that such person, his testator or
intestate, is or was a director or officer of the Corporation
or served any other corporation of any type or kind, domestic
or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity at the
request of the Corporation, against judgments, fines, amounts
paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred as a result
of such action or proceeding, or any appeal therein; provided
that (a) no indemnification may be made to or on behalf of any
person if a judgment or other final adjudication adverse to
such person establishes that his acts were committed in bad
faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or
that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled, (b) no
indemnification shall be required in connection with the
settlement of any pending or threatened action or proceeding,
or any other disposition thereof except a final adjudication,
unless the Corporation has consented to such settlement or
other disposition and (c) the Corporation shall not be
obligated to indemnify any person by reason of the adoption of
this Article V if and to the extent such person is entitled to
- 5 -
<PAGE>
be indemnified under a policy of insurance as such policy
would apply in the absence of the adoption of this Article V.
"Reasonable expenses, including attorneys' fees, incurred
in defending any action or proceeding, whether threatened or
pending, shall be paid or reimbursed by the Corporation in
advance of the final disposition thereof upon receipt of an
undertaking by or on behalf of the person seeking indemnifica-
tion to repay such amount to the Corporation to the extent, if
any, such person is ultimately found not to be entitled to
indemnification.
"Notwithstanding any other provision hereof, no repeal of
this Article V, or amendment hereof or any other corporate
action or agreement which prohibits or otherwise limits the
right of any person to indemnification or advancement or
reimbursement of expenses hereunder, shall be effective as to
any person until the 60th day following notice to such person
of such action, and no such repeal or amendment or other
corporate action or agreement shall deprive any person of any
right hereunder arising out of any alleged or actual act or
omission occurring prior to such 60th day.
"The Corporation is hereby authorized, but shall not be
required, to enter into agreements with any of its directors,
officers or employees providing for rights to indemnification
and advancement and reimbursement of reasonable expenses,
including attorneys' fees, to the extent permitted by law, but
the Corporation's failure to do so shall not in any manner
affect or limit the rights provided for by this Article V or
otherwise.
"For purposes of this Article V, the term 'Corporation'
shall include any legal successor to the Corporation, includ-
ing any corporation which acquires all or substantially all of
the assets of the Corporation in one or more transactions.
For purposes of this Article V, the Corporation shall be
deemed to have requested a person to serve an employee benefit
plan where the performance by such person of his duties to the
Corporation or any subsidiary thereof also imposes duties on,
or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan, and excise taxes
- 6 -
assessed on a person with respect to an employee benefit plan
pursuant to applicable law shall be considered fines.
"The rights granted pursuant to or provided by the
foregoing provisions of this Article V shall be in addition to
and shall not be exclusive of any other rights to indemnifica-
tion and expenses to which any person may otherwise be
entitled under any statute, rule, regulation, certificate of
incorporation, bylaw, agreement or otherwise."
Section 721 of the New York Business Corporation Law (the
"B.C.L.") provides that no indemnification may be made to or on
behalf of any director or officer of the Registrant under Article
V of its By-Laws if "a judgment or other final adjudication adverse
to the director or officer establishes that his acts were committed
in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to
which he was not legally entitled." Article V of the Registrant's
By-Laws includes the foregoing statutory language.
The rights granted under Article V of the By-Laws are in
addition to, and are not exclusive of, any other rights to
indemnification and expenses to which any director or officer may
otherwise be entitled. Under the B.C.L., a New York corporation
may indemnify any director or officer who is made or threatened to
be made a party to an action by or in the right of such corporation
against "amounts paid in settlement and reasonable expenses,
including attorneys' fees," actually and necessarily incurred by
him in connection with the defense or settlement of such action, or
in connection with an appeal therein, if such director or officer
acted, in good faith, for a purpose which he reasonably believed to
be in the best interests of the corporation, except that no
indemnification shall be made in respect of (1) a threatened
action, or a pending action which is settled or otherwise disposed
of, or (2) any claim, issue or matter as to which such director or
officer shall have been adjudged liable to the corporation, unless
and only to the extent that a court determines that the director or
officer is fairly and reasonably entitled to indemnity (B.C.L.
Section 722(c)). A corporation may also indemnify directors and
officers who are parties to other actions or proceedings (including
actions or proceedings by or in the right of any other corporation
- 7 -
<PAGE>
or other enterprise which the director or officer served at the
request of the corporation) against "judgments, fines, amounts paid
in settlement and reasonable expenses, including attorneys' fees,"
actually or necessarily incurred as a result of such actions or
proceedings, or any appeal therein, provided the director or
officer acted, in good faith, for a purpose which he reasonably
believed to be in the best interests of the corporation (or in the
case of service to another corporation or other enterprise at the
request of such corporation, not opposed to the best interests of
such corporation) and, in criminal cases, that he also had no
reasonable cause to believe that his conduct was unlawful (B.C.L.
Section 722(a)). Any indemnification under Section 722 may be made
only if authorized in the specific case by disinterested directors,
or by the board of directors upon the opinion in writing of
independent legal counsel that indemnification is proper, or by the
shareholders (B.C.L. Section 723(b)), but even without such
authorization, a court may order indemnification in certain
circumstances (B.C.L. Section 724). Further, any director or
officer who is "successful, on the merits or otherwise," in the
defense of an action or proceeding is entitled to indemnification
as a matter of right (B.C.L. Section 723(a)).
A New York corporation may generally purchase insurance,
consistent with the limitations of New York insurance law and
regulatory supervision, to indemnify the corporation for any
obligation which it incurs as a result of the indemnification of
directors and officers under the provisions of the B.C.L., so long
as no final adjudication has established that the directors' or
officers' acts of active and deliberate dishonesty were material to
the cause of action so adjudicated or that the directors or
officers personally gained in fact a financial profit or other
advantage (B.C.L. Section 726). The Registrant has purchased
insurance covering expenditures by it and its subsidiaries which
might arise in connection with the lawful indemnification of
directors and officers for certain liabilities and expenses and
insurance insuring directors and officers of the Registrant and its
subsidiaries against certain other liabilities and expenses.
Item 7. Exemption from Registration Claimed.
Not applicable.
- 8 -
<PAGE>
Item 8. Exhibits.
See the Exhibit Index on page 15 of this Registration
Statement.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registra-
tion statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933, unless the
information required to be included in such post-effec-
tive amendment is contained in periodic reports filed by
the Registrant or the Plan pursuant to Section 13 or
15(d) of the Exchange Act that is incorporated herein by
reference;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registra-
tion Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement, unless the
information required to be included in such post-effective
amendment is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that is incorporated herein by reference;
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in this Registration State-
ment.
(b) 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
- 9 -
<PAGE>
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) 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.
(d) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registra-
nt's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registra-
tion Statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(2) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
provisions described in Item 6 above, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed
by the final adjudication of such issue.
- 10 -
<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 the requirements for 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 New York, State of New York, on October 31, 1995.
U.S. TRUST CORPORATION
By:/S/Richard E. Brinkmann
Richard E. Brinkmann,
Senior Vice President and Comptroller
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes H. Marshall Schwarz, Jeffrey S. Maurer and Richard E.
Brinkmann, and each of them singly, his true and lawful attorneys-in-fact
with full power to execute in the name of such person, in the
capacities stated below, and to file with the Securities and
Exchange Commission, such one or more amendments to this
Registration Statement as the Registrant deems appropriate, and
generally to do all such things in the name and on behalf of such
person, in the capacities stated below, to enable the Registrant to
comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming the
signature of such person as may be signed by said attorneys-in-fact,
or any one of them, to any and all amendments to this
Registration Statement.
- 11 -
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on October 31, 1995,
by the following persons in the capacities indicated:
Signature Title
- --------- -----
/S/H. Marshall Schwarz Chairman of the Board and Chief
H. Marshall Schwarz Executive Officer
(Principal Executive Officer)
/S/John L. Kirby Senior Vice President and Treasurer
John L. Kirby (Principal Financial Officer)
/S/Richard E. Brinkmann Senior Vice President and
Richard E. Brinkmann Comptroller
(Principal Accounting Officer)
/S/Eleanor Baum Director
Eleanor Baum
/S/Samuel C. Butler Director
Samuel C. Butler
/S/Peter O. Crisp Director
Peter O. Crisp
/S/Daniel P. Davison Director
Daniel P. Davison
- 12 -
<PAGE>
Signature Title
- --------- -----
/S/Philippe de Montebello Director
Philippe de Montebello
/S/Paul S. Douglas Director
Paul W. Douglas
/S/Antonia M. Grumbach Director
Antonia M. Grumbach
Director
Frederic C. Hamilton
/S/Peter L. Malkin Director
Peter L. Malkin
/S/Jeffrey S. Maurer Director
Jeffrey S. Maurer
/S/Orson D. Munn Director
Orson D. Munn
/S/Philip L. Smith Director
Philip L. Smith
- 13 -
<PAGE>
Signature Title
- --------- -----
/S/John Hoyt Stookey Director
John Hoyt Stookey
/S/Frederick B. Taylor Director
Frederick B. Taylor
/S/Richard F. Tucker Director
Richard F. Tucker
/S/Carroll L. Wainright, Jr. Director
Carroll L. Wainwright, Jr.
/S/Robert N. Wilson Director
Robert N. Wilson
/S/Ruth A. Wooden Director
Ruth A. Wooden
- 14 -
<PAGE>
EXHIBIT INDEX
Exhibit No.
(4)(a)* - Rights Agreement dated as of September 1, 1995,
between the Registrant and First Chicago Trust
Company of New York, as Rights Agent, filed on
September 5, 1995, as Exhibit 1 to the Registrant's
Registration Statement on Form 8-A (the "Form 8-A")
for the registration under Section 12(g) of the
Exchange Act of Rights to Purchase the Registrant's
Series A Participating Cumulative Preferred Shares.
(4)(b)* - Form of Right Certificate (attached as Exhibit A to
the Rights Agreement listed as Exhibit 1 hereto).
(4)(c)* - Description of the preferences, limitations and
relative rights of the Registrant's Series A
Participating Cumulative Preferred Shares, as set
forth in Article FOURTH, Section 6 of the
Registrant's Restated Certificate of Incorporation,
filed as Exhibit 3 to the Form 8-A.
(5) - Opinion of Carter, Ledyard & Milburn.
(23)(a) - Consent of Coopers & Lybrand L.L.P.
(23)(b) - Consent of Carter, Ledyard & Milburn (included in
Exhibit 5).
(24) - Powers of Attorney (included on page 11 of this
Registration Statement).
- ----------------
*Incorporated herein by reference.
- 15 -
<PAGE>
E X H I B I T 5
- 16 -
<PAGE>
CARTER, LEDYARD & MILBURN
Counsellors at Law
2 Wall Street
New York, New York 10005
Telephone: (212) 238-8811
October 31, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: U.S. Trust Corporation
Dear Sirs:
We have acted as counsel for U.S. Trust Corporation, a New
York corporation (the "Corporation"), in connection with the
adoption of the 1995 Stock Option Plan of U.S. Trust Corporation
(the "Plan"). The Plan provides for the distribution of up to
850,000 shares (the "Shares") of the Corporation's Common
Shares, par value $1 per share (the "Common Shares"), and up to
850,000 Rights (the "Rights") to Purchase Series A Participating
Cumulative Preferred Shares of the Corporation. The Shares may
be either authorized but unissued shares, shares held in
treasury or shares purchased by the Corporation in the open
market, as provided in Section 3 of the Plan. Each Right will
be issued in connection with the issuance of one of the Shares
and, prior to the Distribution Date (as defined in the Rights
Agreement providing for the Rights), will be transferable with
and only with, and will be evidenced by the certificate evi-
dencing, such Share.
- 17 -
<PAGE>
We have examined the originals, or copies certified or
otherwise identified to our satisfaction, of such corporate
records and such other documents as we have deemed relevant as
a basis for our opinion hereinafter expressed.
Based on the foregoing, we are of the opinion that up to
850,000 Shares and Rights which may be issued under the Plan,
when issued and paid for in accordance with the terms of the
Plan and the options granted thereunder, will be legally issued,
and such Shares will be fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Corporation's Form S-8 Registration Statement
relating to the registration of the Shares and Rights under the
Securities Act of 1933.
Very truly yours,
/s/CARTER, LEDYARD & MILBURN
BC:lrh
- 18 -
<PAGE>
E X H I B I T 23(a)
- 19 -
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference, in this
Registration Statement on Form S-8 of U.S. Trust Corporation,
formerly New USTC Holdings Corporation ("New U.S. Trust"),
pertaining to the 1995 Stock Option Plan of U.S. Trust
Corporation, of our report dated February 14, 1995, which
includes an explanatory paragraph regarding the adoption of new
accounting standards for income taxes and postretirement
benefits other than pensions, on our audits of the consolidated
financial statements of U.S. Trust Corporation (the former
parent of New U.S. Trust) and Subsidiaries as of December 31,
1994 and 1993, and for the years ended December 31, 1994, 1993
and 1992, which report is included in the Quarterly Report on
Form 10-Q of New U.S. Trust for the quarter ended June 30, 1995.
Coopers & Lybrand L.L.P.
New York, New York
October 30, 1995
- 20 -
