FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-61903
PROSPECTUS
U.S. TRUST CORPORATION
168,000 COMMON SHARES
(and associated Rights)
----------------------
This prospectus relates to an offering by certain shareholders of up to
168,000 Common Shares, par value $1.00 per share, of U.S. Trust Corporation (a
New York corporation). Part of these shares have already been acquired by the
selling shareholders in connection with the July 31, 1998 acquisition of Wood
Island Associates, Inc. by a subsidiary of U.S. Trust Corporation. The remaining
shares may be acquired by the selling shareholders over time, if certain
conditions relating to the acquisition of Wood Island are met. U.S. Trust
Corporation will not receive any of the proceeds from the sale of the shares.
U.S. Trust Corporation's Common Shares trade in the over-the-counter
market and are quoted on the Nasdaq National Market under the symbol "USTC." On
September 3, 1998, the closing price reported on the Nasdaq National Market was
$63 1/4 per share.
The selling shareholders have advised us that they propose to offer the
shares from time to time and in any of several different ways. These include (1)
through brokers in ordinary brokerage transactions, (2) to underwriters or
dealers in negotiated transactions or (3) by a combination of these methods of
sale. The shares may be offered at fixed prices (which may be changed), at
market prices at the time of sale, at prices related to prevailing market prices
or at negotiated prices.
Brokers, dealers and underwriters that participate in the distribution
of the shares may be deemed to be underwriters under the Securities Act of 1933,
and any discounts or commissions received by them from the selling shareholders
(and any profit on the resale of shares by them) may be deemed to be
underwriting discounts and commissions under the Securities Act. The selling
shareholders may be deemed to be underwriters under the Securities Act.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE OFFERED UNDER
THIS PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS ADEQUATE OR ACCURATE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES TO BE OFFERED UNDER THIS PROSPECTUS ARE NOT SAVINGS ACCOUNTS,
DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION AND THEY ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 4, 1998.
<PAGE>
TABLE OF CONTENTS
PAGE
The Corporation............................................................. 2
Where You Can Find More Information......................................... 2
Selling Shareholders........................................................ 4
Description of the Rights................................................... 5
Plan of Distribution........................................................ 6
Use of Proceeds............................................................. 6
Forward-looking Statements.................................................. 7
Validity of Common Shares................................................... 7
Experts..................................................................... 7
THE CORPORATION
U.S. Trust Corporation (the "CORPORATION", "WE" or "OUR") is a bank
holding company subject to the federal Bank Holding Company Act of 1956, as
amended. Through our subsidiaries, we provide investment and asset management,
corporate fiduciary and private banking services to individuals and
institutional investors. At June 30, 1998, the Corporation had assets under
management of $68 billion. Our principal executive office is located at 114 West
47th Street, New York, New York 10036. Our telephone number is (212) 852-1000,
and our Internet address is www.ustrust.com.
The Corporation's principal subsidiary is United States Trust Company
of New York, a state chartered bank and trust company (the "TRUST COMPANY"). The
Trust Company provides trust and banking services to individuals and
institutions, including investment management, estate and trust administration,
financial planning and corporate trust and agency. The Trust Company is a member
bank of the Federal Reserve System and an insured bank of the Federal Deposit
Insurance Corporation.
The Corporation's other banking subsidiaries have offices located in
California, Connecticut, Florida, New Jersey, Oregon and Texas.
WHERE YOU CAN FIND MORE INFORMATION
The Corporation has filed a Registration Statement under the Securities
Act of 1933 (the "SECURITIES ACT") that registers the Corporation's Common
Shares (and associated preferred stock purchase Rights) offered by this
prospectus. (We sometimes refer to these Common Shares and associated Rights
collectively as the "SHARES".)
The Registration Statement (including the attached exhibits and schedules)
that we filed with the Securities and Exchange Commission (the "COMMISSION")
contains additional relevant information about the Corporation and the
-2-
<PAGE>
Shares. The rules and regulations of the Commission allow us to omit certain
information included in the Registration Statement from this prospectus.
In addition, we file reports, proxy statements and other information
with the Commission under the Securities Exchange Act of 1934 (the "EXCHANGE
ACT"). You may read and copy this information at the following locations of the
Commission:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
</TABLE>
You may also obtain copies of this information by mail from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. Further information on the
operation of the Commission's Public Reference Room in Washington, D.C. can be
obtained by calling the Commission at 1-800- SEC-0330.
The Commission also maintains an Internet world wide web site that
contains reports, proxy statements and other information about issuers, such as
the Corporation, who file electronically with the Commission. The address of
that site is http://www.sec.gov.
THE COMMISSION ALLOWS US TO "INCORPORATE BY REFERENCE" INFORMATION INTO
THIS PROSPECTUS. THIS MEANS THAT WE CAN DISCLOSE IMPORTANT INFORMATION TO YOU BY
REFERRING YOU TO ANOTHER DOCUMENT FILED SEPARATELY WITH THE COMMISSION. The
information incorporated by reference is considered to be a part of this
prospectus, except for any information that is superseded by other information
included directly in this document.
This prospectus incorporates by reference the documents listed below
that we have previously filed with the Commission. They contain important
information about the Corporation and our financial condition.
o Annual Report on Form 10-K for the year ended December 31, 1997.
o Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998
and June 30, 1998.
o The description of our Common Shares set forth in our registration
statement on Form 10, dated February 9, 1995 (filed pursuant to
Section 12 of the Exchange Act), including any amendment or report
filed with the Commission for the purpose of updating the
description.
o The description of the Rights associated with our Common Shares set
forth in our registration statement on Form 8-A, dated September 5,
1995 (filed pursuant to Section 12 of the Exchange Act), including
any amendment or report filed with the Commission for the purpose of
updating the description.
This prospectus also incorporates by reference additional documents
that we may file with the Commission between the date of this prospectus and the
date that the offering of the Shares is terminated. These documents include
periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document from us or from the Commission through the Commission's web site at the
address described above. Documents incorporated by reference are available from
us without charge, excluding any exhibits to those documents unless the exhibit
is specifically incorporated by
-3-
<PAGE>
reference as an exhibit in this prospectus. You can obtain these documents from
us by requesting them in writing or by telephone at the following address:
Corporate Communications Department
U.S. Trust Corporation
114 West 47th Street
New York, New York 10036
Telephone: (212) 852-1000
We have not authorized anyone to give any information or make any
representation about us or this offering that is different from, or in addition
to, that contained in this prospectus or in any of the materials that we have
incorporated into this document. Therefore, if anyone does give you information
of this sort, you should not rely on it. If you are in a jurisdiction where
offers to sell, or solicitations of offers to buy, the securities offered by
this document are unlawful, or if you are a person to whom it is unlawful to
direct these types of activities, then the offer presented in this document does
not extend to you. The information contained in this document speaks only as of
the date of this document unless the information specifically indicates that
another date applies.
SELLING SHAREHOLDERS
The Shares are being offered by the selling shareholders named below
(the "SELLING SHAREHOLDERS"). A portion of the Shares have already been acquired
by the Selling Shareholders in connection with the July 31, 1998 acquisition by
a subsidiary of the Corporation of Wood Island Associates, Inc., which is a
California corporation ("WOOD ISLAND"). As a result of that acquisition, Wood
Island became a wholly owned, indirect subsidiary of the Corporation. The rest
of the Shares may be acquired by the Selling Shareholders over time, if certain
conditions relating to the acquisition of Wood Island are met. Whether the
Selling Shareholders actually will acquire any additional Shares (and the timing
of those acquisitions) is not certain.
The Selling Shareholders are listed below, together with the number of
the Corporation's Common Shares he or she owns as of September 3, 1998. All of
these Common Shares were received by the Selling Shareholders in connection with
the acquisition of Wood Island and are being offered by this prospectus. Each of
the Selling Shareholders may also receive additional Common Shares in connection
with the acquisition of Wood Island. These Shares are also being offered by this
prospectus.
<TABLE>
<CAPTION>
SHAREHOLDER COMMON SHARES
BENEFICIALLY OWNED ON SEPTEMBER 3, 1998
<S> <C>
Frank P. Greene and Barbro S. Greene as 13,265
Trustees of the Frank Perry Greene and Barbro
Swedenborg Greene Revocable Inter-vivos
Trust (dated October 5, 1978)
Gary V. Kirk and Cynthia M. Kirk as Trustees 12,062
for the Gary V. Kirk Trust (dated February 1,
1973)
Peter K. Maier as Trustee for the Maier Family 13,265
1993 Trust (dated April 5, 1993)
</TABLE>
-4-
<PAGE>
SHAREHOLDER COMMON SHARES
BENEFICIALLY OWNED ON SEPTEMBER 3, 1998
Lawrence A. Mitchell 21,706
Kenneth F. Siebel 31,760
Kent B. Williams 7,235
TOTAL 99,293
Frank Greene, Gary Kirk, Peter Maier, Lawrence Mitchell, Kenneth Siebel
and Kent Williams were officers of Wood Island at the time of its acquisition by
the Corporation. Messrs. Kirk, Maier, Mitchell and Siebel were also directors.
Each of Messrs. Greene, Kirk, Maier, Mitchell, Siebel and Kent Williams have
entered into a five-year employment agreement with Wood Island that started on
the day the acquisition was completed. In addition, Messrs. Maier and Siebel are
directors of Fernhill Holding, Inc., an affiliate of the Corporation
("FERNHILL"). Mr. Siebel is also an officer of Fernhill.
Because the Selling Shareholders may receive additional Shares after
the date of this prospectus and because they may not sell all (or even any) of
the Shares by means of this prospectus, the number of Shares each will own after
this offering is complete is unknown.
DESCRIPTION OF THE RIGHTS
On August 29, 1995, our Board of Directors declared a dividend granting
shareholders one "RIGHT" for each outstanding Common Share of the Corporation
they owned. We made this distribution to the holders of record of each Common
Share outstanding on September 1, 1995. In addition, we issued and will issue
one Right with each Common Share issued after that date and before the
"DISTRIBUTION DATE" (which is defined below) and with some Common Shares issued
after the Distribution Date.
Each Right is essentially an option that, if it becomes exercisable,
gives the owner (as registered on the Corporation's books) the ability to
purchase from the Corporation one-hundredth (1/100th) of a Series A
Participating Cumulative Preferred Share of the Corporation (a "PREFERRED
SHARE") at an initial price of $150. However, until the Distribution Date, the
Rights (1) cannot be exercised, (2) will be evidenced by the certificates for
Common Shares and not by separate Right Certificates, and (3) will be
transferable only with Common Shares. Unless they are earlier redeemed by the
Corporation, the Rights will expire on September 1, 2005.
The "DISTRIBUTION DATE" is defined as the earliest date on which one of
the following occurs:
o Any person (other than the 401(k) Plan and ESOP of the Corporation
and certain affiliated companies) or group (including any affiliate
or associate of such person or group) acquires, or obtains the
rights to acquire, beneficial ownership of 20% or more of the Common
Shares that are then outstanding; or
o With respect to the potential acquisition by any person (other than
the 401(k) Plan and ESOP of the Corporation and certain 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 (1) notice of approval under the Bank Holding Company Act of
1956, (2) notice of nondisapproval under the Change in Bank Control
Act or (3) 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.
-5-
<PAGE>
The Rights may have the effect of inhibiting or deterring a takeover of
the Corporation by another entity. You can find a description of the Rights and
the Preferred Shares in our Registration Statement on Form 8-A (the "8-A
REGISTRATION STATEMENT") dated September 5, 1995, for the registration of the
Rights pursuant to Section 12(g) of the Exchange Act. This prospectus
incorporates by reference the information contained in the 8-A Registration
Statement.
PLAN OF DISTRIBUTION
The Selling Shareholders have advised us that they propose to offer the
Shares for sale from time to time and in several different ways. For example,
they may make sales on the Nasdaq Stock Market or on another interdealer
quotation system or stock exchange on which the Common Shares are listed at the
time, through negotiated transactions or otherwise at prices related to
prevailing market prices or at negotiated prices. Alternatively, from time to
time one or more of the Selling Shareholders may offer the Shares through
brokers, dealers or agents, who may receive compensation in the form of
concessions or commissions from any such Selling Shareholders, agents and/or the
purchasers for whom they may act as agent. If necessary, another prospectus will
be prepared to describe the method of sale in greater detail. We do not know of
any arrangements that the Selling Shareholders have entered into to sell the
Shares as of the date of this prospectus, nor do we know which brokerage firms
the Selling Shareholders may select to sell their Shares. In addition, any of
the Shares that qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than by this prospectus.
The Selling Shareholders and any brokers, dealers or agents that
participate in the distribution of the Shares may be considered "underwriters"
within the meaning of the Securities Act. If the Selling Shareholders are
considered underwriters, any profits on the sale of Shares by them and any
associated discounts or commissions may be considered underwriting compensation
under the Securities Act. In addition, if a Selling Shareholder is considered an
underwriter, such Selling Shareholder may be subject to certain statutory
liabilities under the Securities Act, including Sections 11 and 12 of the
Securities Act.
The Selling Shareholders and any other person participating in a sale
or distribution of Shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder. Certain rules and
regulations issued by the Commission under the Exchange Act (including
Regulation M and Rule 10b-5) may limit when the Selling Shareholders (or any
other person) may sell or purchase the Shares.
In some jurisdictions, the securities laws require that the Shares must
be offered or sold only through registered or licensed brokers or dealers. In
addition, in certain jurisdictions the Shares may not be offered or sold unless
they have been registered or qualified for sale in such jurisdictions or an
exemption from registration or qualification is available and is complied with.
We will not receive any part of the proceeds from the sale of Shares.
We will bear all expenses incurred by us in connection with the registration of
the Shares under the Securities Act. Each of the Selling Shareholders will pay
his or her own expenses (including brokerage commissions, personal legal fees or
similar expenses) in connection with the offering and sale of the Shares.
USE OF PROCEEDS
We will not receive any proceeds from the sales of the Shares, but we
will bear certain of the expenses. See "Plan of Distribution."
-6-
<PAGE>
FORWARD-LOOKING STATEMENTS
In this prospectus we made certain forward-looking statements with
respect to the financial condition, results of operations and business of the
Corporation. These statements may be made directly in this document or may be
"incorporated by reference" to other documents. You can find many of these
statements by looking for words such as "believes," "expects," "anticipates,"
"estimates" or similar expressions.
We caution you that these statements are not guarantees of future
performance. They involve a number of risks and uncertainties that are difficult
to predict. Among the factors that may cause our actual results to differ from
those expressed or implied in the forward-looking statements are the following:
o General economic or business conditions may be less favorable than
expected, resulting in, among other things, a reduced demand for
asset management or other financial services, a resulting decrease
in the assets under management and a corresponding decrease in fees.
o Competitive pressures in the investment or asset management,
corporate fiduciary or private banking industries may increase
significantly.
o Legislative or regulatory changes may adversely affect the business
in which we are engaged.
o Necessary technological changes (including changes to address "Year
2000" data systems issues) may be more difficult or expensive to
implement than anticipated.
VALIDITY OF COMMON SHARES
The validity of the Shares being offered hereby has been passed upon
for the Corporation by our General Counsel, Richard B. Gross, Esq. Mr. Gross
beneficially owns less than 1% of the outstanding Common Shares of the
Corporation.
EXPERTS
The consolidated balance sheets of the Corporation as of December 31,
1997 and 1996, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997, included in the Corporation's 1997 Annual Report
on Form 10-K are incorporated by reference herein in reliance upon the report of
PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.), independent
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
-7-
