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Registration No. 333-16607
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO FORM S-3
Registration Statement Under the Securities Act of 1933
U.S. TRUST CORPORATION
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(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
(212) 852-1000
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Maureen Scannell Bateman, Esq.
Senior Vice President and General Counsel
U.S. Trust Corporation
114 West 47th Street
New York, New York 10036
(212) 852-1000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement, as
determined by market conditions.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
________________________________________________________________________________
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
See Exhibit Index immediately following the signature pages below.
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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-3 and has duly caused this amendment
to 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
January 22, 1997.
U. S. TRUST CORPORATION
By: Richard E. Brinkmann
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Richard E. Brinkmann
Comptroller and Chief
Planning Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment to
registration statement has been signed on January 22, 1997, by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
H. Marshall Schwarz Chairman of the Board
- --------------------------- and Director (Principal
H. Marshall Schwarz Executive Officer)
John L. Kirby Treasurer and Chief
- --------------------------- Financial Officer
John L. Kirby
Richard E. Brinkmann Comptroller and Chief
- --------------------------- Planning Officer
Richard E. Brinkmann (Principal Accounting
Officer)
</TABLE>
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<TABLE>
<CAPTION>
Signature Title
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<S> <C>
Director
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Eleanor Baum
* Director
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Samuel C. Butler
Director
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Peter O. Crisp
* Director
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Daniel P. Davison
* Director
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Paul W. Douglas
Director
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Antonia M. Grumbach
Director
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Frederic C. Hamilton
Director
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Peter L. Malkin
Jeffrey S. Maurer President, Chief Operating
- --------------------------- Officer and Director
Jeffrey S. Maurer
</TABLE>
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<TABLE>
<CAPTION>
Signature Title
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<S> <C>
* Director
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Philippe de Montebello
Director
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Orson D. Munn
* Director
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Philip L. Smith
* Director
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John Hoyt Stookey
Frederick B. Taylor Vice Chairman of the
- --------------------------- Board, Chief Investment
Frederick B. Taylor Officer, Director
Director
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Richard F. Tucker
* Director
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Carroll L. Wainwright, Jr.
* Director
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Robert N. Wilson
</TABLE>
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<TABLE>
<CAPTION>
Signature Title
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<S> <C>
Director
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Ruth A. Wooden
* By:
Richard E. Brinkmann
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Richard E. Brinkmann
Attorney-in-fact
</TABLE>
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EXHIBIT INDEX
2.1 Merger Agreement dated October 11, 1996 between Lilienthal Associates,
U.S. Trust Company of California, N.A., UST-LA, Inc., and John G.
Lilienthal, Bruce J. McGregor, and Randall B. Matthews. (1)
2.2 Asset Purchase Agreement dated November 14, 1996 between Florence
Fearrington, Inc., United States Trust Company of New York and Florence
Fearrington. (1)
4.1 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. (2)
4.2 Form of Right Certificate (attached as Exhibit A to the Rights
Agreement listed at Exhibit 4.1 hereto). (2)
4.3 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. (2)
5 Opinion and consent of Ronald A. Schwartz, Esq. (1)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ronald A. Schwartz, Esq. (included in Exhibit 5).
41 Powers of Attorney. (1)
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(1) Previously filed with this Registration Statement.
(2) Incorporated herein by reference.
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference, in this Registration
Statement on Form S-3 (Form No. 333-16607) of U.S. Trust Corporation relating
to the resale of up to 192,378 of its Common Shares, par value $1 per share,
(and related Rights) (the "Registration Statement"), of our report dated
January 18, 1996, on our audits of the consolidated financial statements of
U.S. Trust Corporation and Subsidiaries as of December 31, 1995 and 1994 and,
for each of the three years in the period ended December 31, 1995, which report
is included in the Annual Report on Form 10-K of U.S. Trust Corporation for the
year ended December 31, 1995. We also consent to the reference to our firm
appearing under the caption "Experts" in the Prospectus constituting a part of
this Registration Statement.
Coopers & Lybrand L.L.P.
New York, New York
January 22, 1997
