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File No. 333-16607
Prospectus filed under Rule 424 (b)(3)
PROSPECTUS
U.S. TRUST CORPORATION
192,378 COMMON SHARES
This Prospectus relates to an offering by certain persons (the "Selling
Shareholders") of up to 192,378 Common Shares, par value $1 per share (the
"Shares") of U.S. Trust Corporation, a New York corporation (the "Corporation").
The Corporation will not receive any part of the proceeds from the sale of the
Shares by the Selling Shareholders. This Prospectus also relates to up to
192,378 Rights to Purchase Series A Participating Cumulative Preferred Shares of
the Corporation which are attached to and transferable only with the Shares. See
"The Offering" and "Description of Rights."
The Common Shares of the Corporation are traded in the Nasdaq National
Market System. On November 18, 1996, the closing price of a Common Share was
$71.375.
The Selling Shareholders may sell the Shares from time to time in
ordinary brokers' transactions or otherwise, at then current market prices or at
negotiated prices. The Selling Shareholders may pay commissions to designated
broker-dealers for assisting in the placement of the Shares; any such
commissions will be subject to negotiation. Any such broker or dealer may be
deemed to be an underwriter and any such commissions received by any such broker
or dealer in connection with such sales and any profits received by any such
broker or dealer on the resale of any Shares acquired as principal may be deemed
to be underwriting compensation. See "The Offering".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE;
THE DATE OF THIS PROSPECTUS IS JANUARY 23, 1997.
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TABLE OF CONTENTS
Page
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Available Information 2
Incorporation of Certain Documents by Reference 3
The Corporation and the Trust Company 4
The Offering 4
Description of the Rights 6
Legal Matters 7
Experts 7
AVAILABLE INFORMATION
A Registration Statement on Form S-3 relating to the Shares offered
hereby (the "Registration Statement") has been filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). As permitted by the rules and regulations of the
Commission, this Prospectus omits certain information contained in the
Registration Statement. For further information pertaining to the securities
offered hereby, reference is made to the Registration Statement, including the
exhibits filed as a part thereof.
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. The Registration Statement, as well as such reports, proxy
statements and other information, can be inspected and copied at the public
reference facilities of the Commission, at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. and at the regional offices of the Commission located at 7
World Trade Center, 13th Floor, New York, New York, and Suite 1400, 500 West
Madison Street, Chicago, Illinois. Copies of such material can be obtained from
the public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission also maintains a Web
site that contains reports, proxy statements and other information regarding
registrants such as the Corporation that file electronically with the
Commission. The address of such site is http://www.sec.gov.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Prospectus:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995 (Commission File No. 0-20469);
(b) The Corporation's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1996, June 30, 1996 and September 30, 1996;
(c) The description of the Common Shares contained in the Corporation's
Registration Statement on Form 10 dated February 9, 1995, for the
registration of the Common Shares pursuant to Section 12(g) of the
Exchange Act, and any amendments or reports hereafter filed for the
purpose of updating such description; and
(d) The description of the Rights contained in the Corporation's
Registration Statement on Form 8-A filed September 5, 1995 for the
registration of the Rights pursuant to Section 12(g) of the Exchange
Act, and any amendments or reports hereafter filed for the purpose of
updating such description.
In addition, all reports and documents filed by the Corporation with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination of the
offering made hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document that also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Corporation will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of any such person, a copy
of any or all of the information incorporated by reference herein (not including
exhibits to such information unless such exhibits are specifically incorporated
by reference into such information). Written requests should be sent to:
Corporate Communications Department, U.S. Trust Corporation, 114 West 47th
Street, New York, New York 10036. Telephone requests may be directed to:
Corporate Communications Department, at 212-852-1000.
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THE CORPORATION AND THE TRUST COMPANY
The Corporation, a New York corporation, is a bank holding company
subject to the Federal Bank Holding Company Act of 1956, as amended. The
Corporation's principal executive office is located at 114 West 47th Street, New
York, New York 10036 (telephone 212-852-1000).
The Corporation's principal subsidiary is United States Trust Company
of New York (the "Trust Company"), a state chartered bank and trust company. The
Trust Company provides trust and banking services to individuals and
institutions both nationally and internationally, including investment
management, estate and trust administration, financial planning, corporate trust
and agency, and personal and institutional banking. The Trust Company is a
member bank of the Federal Reserve System and an insured bank of the Federal
Deposit Insurance Corporation and is one of twelve members of the New York
Clearing House Association.
The Corporation's other banking subsidiaries are located in California,
Florida and Texas. Limited-purpose trust company subsidiaries of the Corporation
are located in New Jersey, Connecticut and Oregon.
THE OFFERING
The Shares may be sold from time to time by the Selling Shareholders.
Three of the Selling Shareholders were the sole shareholders of Lilienthal
Associates ("Lilienthal"), a California corporation, and the other Selling
Shareholder is Florence Fearrington, Inc., ("Fearrington"), a New York
corporation.
Upon the closing of a merger agreement between Lilienthal, U.S. Trust
Company of California, N.A., a national banking organization and a wholly owned
subsidiary of the Corporation ("California"), and UST-LA, Inc., a California
corporation and a wholly owned subsidiary of California, Lilienthal was merged
with UST-LA, Inc., and the separate corporate existence of UST-LA, Inc.,
thereupon ceased. Lilienthal was the surviving corporation in the merger and
became a wholly owned subsidiary of California. Upon the closing of this merger,
the Selling Shareholders who were shareholders of Lilienthal received their
Shares in exchange for their Lilienthal shares.
Upon the closing of an asset purchase agreement between Fearrington and
the Trust Company, Fearrington received its Shares in exchange for substantially
all the assets and assumption of substantially all the liabilities of
Fearrington.
The following is a list of the Selling Shareholders (and the position
held by the Selling Shareholders who were shareholders of Lilienthal) and the
number of Shares and related Rights received by each in accordance with the
foregoing, all of which Shares and Rights are offered hereby:
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<TABLE>
<CAPTION>
Number of
Shares (and
Selling Shareholders Position with Lilienthal related Rights)
- -------------------- ------------------------ ---------------
<S> <C> <C>
John G. Lilienthal President 32,360
Bruce J. McGregor Vice President 18,877
Randall B. Matthews Secretary/Treasurer 2,696
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53,933
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Florence Fearrington, Inc. -- 138,445
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192,378
================
</TABLE>
Subsequent to the closing of the merger agreement between Lilienthal
and U.S. Trust Company of California, N.A., John G. Lilienthal and Bruce J.
McGregor retained their above listed positions with Lilienthal and each became
Vice Presidents of California.
At the date of this Prospectus, to the Corporation's best knowledge, no
Selling Shareholder owns any securities of the Corporation other than the
Shares.
The Selling Shareholders have not advised the Corporation of any
specific plans for the distribution of the Shares. The Shares may be sold from
time to time directly by the Selling Shareholders or by their pledgees, donees,
transferees or other successors in interest, by means of (a) block trades, in
which a broker or dealer will attempt to sell the Shares as agent but may
purchase and resell a portion of the block as principal to facilitate the
transaction, (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus, (c) ordinary
brokers' transactions on the Nasdaq System or on the floors of any securities
exchanges on which the Common Shares may be admitted to trading, (d) "exchange
distributions" and "special offerings" of Shares pursuant to and in accordance
with the rules of such exchanges, and (e) a combination of any such methods of
sale, in each case on the Nasdaq System or otherwise in the over-the-counter
market, on any securities exchanges on which the Common Shares may be admitted
to trading, through negotiated transactions, or otherwise, at market prices
prevailing at the time of resale or at prices otherwise negotiated. In addition,
any Shares which qualify for resale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus. The
Selling Shareholders may also from time to time offer the Shares through
underwriters, dealers or agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of Shares for whom they may act as agents.
The Selling Shareholders and any underwriters, dealers or agents that
participate in the distribution of Shares offered hereby may be deemed to be
underwriters, and any profit on the sale of such securities by them and any
discounts, commissions or concessions received by any such underwriters, dealers
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act.
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Upon the Corporation's being notified by a Selling Shareholder that any
material arrangement has been entered into for the sale of Shares through a
block trade, special offering, exchange distribution or underwritten offering, a
supplement to this Prospectus will be distributed herewith, if required, which
will set forth the aggregate amount of Shares being sold and the terms of such
sale.
The Selling Shareholders will pay the commissions and discounts of
underwriters, dealers or agents, if any, incurred in connection with the sale of
the Shares. The Corporation is paying all expenses associated with the
Registration Statement. The Corporation has agreed to indemnify the Selling
Shareholders against certain liabilities in connection with the Registration
Statement of which this Prospectus is a part, including liabilities under the
Securities Act.
The Corporation will not realize any proceeds from the sale of the
Shares by the Selling Shareholders.
DESCRIPTION OF THE RIGHTS
On August 29, 1995, the Board of Directors of the Corporation declared
a dividend of one Right for each outstanding Common Share. This distribution was
made to the holders of record of Common Shares outstanding on September 1, 1995,
and is being made with respect to each Common Share issued thereafter until the
Distribution Date (as defined below) and, in certain circumstances, with respect
to Common Shares issued after the Distribution Date. Each Right, when it becomes
exercisable, will entitle the registered holder to purchase from the Corporation
one one-hundredth (1/100th) of a Series A Participating Cumulative Preferred
Share of the Corporation (a "Preferred Share") at a price of $150, subject to
adjustment in certain events. Until the Distribution Date, the Rights (i) will
not be exercisable, (ii) will be evidenced by the certificates for Common
Shares registered in the names of the holders thereof and not by separate Right
Certificates, and (iii) will be transferable with and only with Common Shares,
and one Right will be associated with each Common Share, subject to adjustment
in certain events. The Rights will expire on September 1, 2005, unless earlier
redeemed by the Corporation.
The "Distribution Date" is defined as the date of the earlier to occur
of (i) a Triggering Event, which shall occur if any person (other than the
401(k) Plan and ESOP of United States Trust Company of New York and Affiliated
Companies) or group (including any affiliate or associate of such person or
group) shall acquire, or obtain the rights to acquire, beneficial ownership of
20% or more of the Common Shares then outstanding and (ii) with respect to the
potential acquisition by any person (other than the 401(k) Plan and ESOP of
United States Trust Company of New York and Affiliated Companies) of beneficial
ownership of 25% or more of the outstanding Common Shares, the tenth day after
the date of the earlier to occur of (a) notice of approval under the Bank
Holding Company Act of 1956, as amended (12 U.S.C. Section 1841 et seq.), (b)
notice of nondisapproval under the Change in Bank Control Act (12 U.S.C.
Section 1817 (j)), or (c) the expiration, without a notice of disapproval
having been issued, of the prior notification period under the Change in Bank
Control Act with respect to a notification thereunder.
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The Rights may have certain anti-takeover effects. A description of the
Rights and the Preferred Shares is set forth in the Corporation'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, which Registration
Statement is incorporated herein by reference.
LEGAL MATTERS
The validity of the Shares and Rights offered hereby has been passed
upon for the Corporation by Ronald A. Schwartz, Esq., Vice President and
Assistant General Counsel of the Corporation.
EXPERTS
The consolidated statements of condition as of December 31, 1995 and
1994 and the consolidated statements of income, changes in stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1995, of the Corporation, incorporated by reference in this Prospectus from the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995,
have been incorporated herein in reliance on the report thereon of Coopers &
Lybrand LLP, independent accountants, given on the authority of that firm as
experts in accounting and auditing.
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