FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-88489
PROSPECTUS
U.S. TRUST CORPORATION
161,485 COMMON SHARES
(and associated Rights)
This document relates to an offering by the selling shareholders of up
to 161,485 common shares of U.S. Trust Corporation.
The selling shareholders acquired the shares offered by this document
in connection with our acquisition of NCT Holdings, Inc. U.S. Trust will not
receive any of the proceeds from the sale of the shares offered by this
document.
The selling shareholders have informed us that they propose to offer
the shares offered by this document from time to time and in any of several
different ways. The selling shareholders may offer shares:
o through brokers in ordinary brokerage transactions,
o to underwriters or dealers in negotiated transactions or
o by a combination of these methods of sale.
The selling shareholders may offer their shares at various prices,
including:
o at fixed prices,
o at market prices at the time of sale,
o at prices related to prevailing market prices or
o at negotiated prices.
U.S. Trust's New York Stock Exchange symbol is "UTC." On October 12,
1999, the closing price reported on the New York Stock Exchange was $84 13/16
per share.
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NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THE SECURITIES TO BE OFFERED UNDER THIS DOCUMENT OR DETERMINED IF THIS
DOCUMENT IS ADEQUATE OR ACCURATE. IT IS ILLEGAL FOR ANYONE TO TELL YOU
OTHERWISE.
THE SECURITIES TO BE OFFERED UNDER THIS DOCUMENT 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.
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THE DATE OF THIS PROSPECTUS IS OCTOBER 14, 1999.
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TABLE OF CONTENTS
PAGE
U.S. Trust Corporation...................................................... 2
Where You Can Find More Information......................................... 3
The Selling Shareholders.................................................... 5
Description of the Rights................................................... 7
Plan of Distribution........................................................ 8
Use of Proceeds............................................................. 9
Cautionary Statement Regarding Forward-Looking Statements................... 9
Validity of Common Shares....................................................10
Experts......................................................................10
U.S. TRUST CORPORATION
U.S. Trust is a bank holding company registered under federal law and
incorporated in New York. Through its subsidiaries, U.S. Trust engages in two
principal businesses:
1. Personal Wealth Management Services. U.S. Trust provides a
complete array of financial services for affluent individuals and
families. These services, which we refer to as "personal wealth
management services," include:
o investment management, including domestic and international
equities, fixed income securities and alternative investments,
like venture capital and real estate,
o investment consulting,
o trust and estate administration,
o financial and estate planning and
o private banking.
U.S. Trust has been engaged in the personal wealth management business
since 1853. In 1982, U.S. Trust began expanding its presence beyond its New York
City headquarters. Today, U.S. Trust has offices in nine states and the District
of Columbia. U.S. Trust anticipates that its national expansion will continue
over the next several years.
The cornerstone of U.S. Trust's services to individuals and families is
investment management. At June 30, 1999, personal assets under management were
about $53 billion.
2. Institutional Services. The "institutional services" that U.S.
Trust provides include:
o investment management,
o corporate trust,
o special fiduciary services and
o brokerage services.
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These services are provided to:
o endowments,
o foundations,
o pension plans and
o other institutional clients.
U.S. Trust's institutional investment management business offers a wide
range of investment options for clients, including balanced portfolios,
specialized domestic and international equity investment styles, structured
investments, real estate, fixed-income vehicles and short-term cash management.
Institutional clients can also utilize U.S. Trust's Excelsior mutual fund
family, which offers all major asset classes. At June 30, 1999, U.S. Trust
managed about $25 billion for its institutional clients.
U.S. Trust's principal competitors are other investment management
companies, brokerage firms, mutual fund companies and banking institutions. No
one competitor or industry dominates the markets in which U.S. Trust operates.
U.S. Trust's principal subsidiary is United States Trust Company of New
York, a state-chartered bank and trust company. U.S. Trust has other banking and
non-banking subsidiaries with offices located in California, Connecticut,
Florida, New Jersey, North Carolina, Oregon, Pennsylvania, Texas and Washington,
D.C.
U.S. Trust often looks at acquiring other companies. Any future
acquisition could be material, in terms of assets acquired or liabilities
assumed, to U.S. Trust's financial condition. It is possible that an acquisition
may result in dilution of book value and net income per U.S. Trust common share.
U.S. Trust's principal executive offices are located at 114 West 47th
Street, New York, New York 10036 and its telephone number is (212) 852-1000.
WHERE YOU CAN FIND MORE INFORMATION
THE REGISTRATION STATEMENT
We have filed a registration statement with the SEC under the
Securities Act of 1933 that registers the shares of common stock and the
associated preferred stock purchase rights offered by this document. We
sometimes refer to these common shares and associated rights collectively as the
"shares offered by this document." For more information concerning the preferred
stock purchase rights, see "Description of the Rights" on page 7.
The registration statement that we filed with the SEC, including the
attached exhibits and schedules, contains additional relevant information about
U.S. Trust and the shares offered by this document. The SEC allows us to omit
some information included in the registration statement from this document. You
should read the entire registration statement in order to obtain this additional
information.
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FILINGS WITH THE SEC
In addition, we file reports, proxy statements and other information
with the SEC under the Securities Exchange Act of 1934 on a regular basis. You
may read and copy this information at the following locations of the SEC:
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<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 SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. You can obtain more information on the
operation of the SEC's Public Reference Room in Washington, D.C. by calling the
SEC at 1-800-SEC-0330.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like U.S. Trust,
who file electronically with the SEC. The address of that site is
http://www.sec.gov.
You can also inspect reports, proxy statements and other information
about U.S. Trust at the offices of the NYSE, 20 Broad Street, New York, New York
10005.
DOCUMENTS INCORPORATED BY REFERENCE
THE SEC ALLOWS US TO "INCORPORATE BY REFERENCE" INFORMATION INTO THIS
DOCUMENT. THIS MEANS THAT WE CAN DISCLOSE IMPORTANT INFORMATION TO YOU BY
REFERRING YOU TO ANOTHER DOCUMENT FILED SEPARATELY WITH THE SEC. This
information incorporated by reference is a part of this document, unless we
provide you with different information in this document.
This document incorporates by reference the documents listed below that
we have previously filed with the SEC. They contain important information about
U.S. Trust and its financial condition.
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U.S. TRUST COMMISSION FILINGS (FILE NO. 0-20469) Period Covered or Date Filed
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Annual Report on Form 10-K Year ended December 31, 1998
Quarterly Reports on Form 10-Q Quarters ended March 31, 1999 and June 30, 1999
The description of common shares set forth in Filed pursuant to Section 12 of the Securities
the Registration Statement on Form 10 Exchange Act of 1934 on September 5, 1995,
including any amendment or report filed with the
SEC for the purpose of updating the description
The description of the Rights associated with Filed pursuant to Section 12 of the Securities
U.S. Trust common shares set forth in the Exchange Act of 1934 on April 13, 1999, including
Registration Statement on Form 8-A any amendment or report filed with the SEC for the
purpose of updating the description
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U.S. Trust also incorporates by reference additional documents that we
may file with the SEC between the date of this document and the date that the
offering of the common shares is terminated. These documents include periodic
reports, like Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, other
Current Reports on Form 8-K and proxy statements.
You can obtain any of the documents incorporated by reference in this
document from us or from the SEC through the SEC's web site at the address
above. Documents incorporated by reference are available from us without charge,
excluding any exhibits to those documents unless we specifically incorporated by
reference the exhibit in this document. You can obtain these documents from us
by requesting them in writing or by telephone at the following address or
number:
Corporate Communications Department
U.S. Trust Corporation
114 West 47th Street
New York, New York 10036
Telephone: (212) 852-1000
OTHER INFORMATION
We have not authorized anyone to give you any information about us or
this offering that is different from what we tell you in this document or in any
of the materials that we have incorporated into this document. If anyone gives
you any other information about us, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to buy, the common
shares 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.
THE SELLING SHAREHOLDERS
The shares offered by this document are being offered by the selling
shareholders named below. The selling shareholders acquired their common shares
as a result of our acquisition of NCT on August 31, 1999. Each of the selling
shareholders is listed below, together with the number of common shares he or
she beneficially owns as of October 13, 1999 and the number of common shares
offered by this document. Because the selling shareholders may not sell all, or
any, of the common shares by means of this document, we do not know the number
each will own after this offering.
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COMMON SHARES COMMON SHARES
BENEFICIALLY OWNED ON OFFERED BY THIS
SELLING SHAREHOLDERS OCTOBER 13, 1999* DOCUMENT
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Sue W. Cole.......................................................... 33,804 30,786
Sue W. Cole, as Custodian
for Suzanne Marie Cole (NCUTMA).................................... 2,016 2,016
Donaldson, Lufkin & Jenrette, as Custodian
for the Sue W. Cole IRA............................................ 4,245 4,245
Donaldson, Lufkin & Jenrette, as Custodian
for W. Gordon Cole................................................. 4,223 4,223
Pamela H. Hassenfelt................................................. 17,791 17,791
Pamela H. Hassenfelt, as Custodian
for Louisa H. Hassenfelt (NCUTA)................................... 4,536 4,536
Pamela H. Hassenfelt, as Custodian
for Molly Fortune Hassenfelt (NCUTA)............................... 4,536 4,536
Pamela H. Hassenfelt, as Custodian
for Alexandra H. Hassenfelt (NCUTA)................................ 4,536 4,536
Pamela H. Hassenfelt, as Custodian
for Adelaide Craig Hassenfelt (NCUTA).............................. 4,536 4,536
Stephen C. Hassenfelt................................................ 88,770 84,260
Stephen C. Hassenfelt, as Custodian
for Stephen Payne Clark (NCUTA).................................... 20 20
TOTAL:.......................................................... 169,013 161,485
<FN>
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* Includes common shares beneficially owned through The Employee Stock
Ownership Plan of NCT Holdings, Inc. and U.S. Trust Company of North
Carolina. These common shares are not being offered by this document.
</FN>
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As a result of our acquisition of NCT, NCT is now our subsidiary and
North Carolina Trust Company, which has been renamed U.S. Trust Company of North
Carolina, is now a wholly owned subsidiary of NCT. Each of Ms. Cole and Mr.
Hassenfelt is an officer and director of U.S. Trust Company of North Carolina.
In connection with the acquisition, each of Ms. Cole and Mr. Hassenfelt signed
employment agreements with U.S. Trust and U.S. Trust Company of North Carolina
for five-year terms.
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DESCRIPTION OF THE RIGHTS
On August 29, 1995, U.S. Trust's board of directors declared a dividend
granting shareholders one "right" for each outstanding U.S. Trust common share
they owned. U.S. Trust gave these rights to shareholders who owned shares on
September 1, 1995. In addition, U.S. Trust issued and will issue one right with
each common share issued after September 1, 1995 and before the distribution
date and with some common shares issued after the distribution date. The
"distribution date" is defined below.
ATTRIBUTES OF THE RIGHTS
If a right becomes exercisable, the owner has the option to purchase
from U.S. Trust 1/200th of a U.S. Trust preferred share, at an initial price of
$75.00. However, until the distribution date:
o the rights cannot be exercised,
o U.S. Trust shareholders will not receive a separate certificate
for the rights and
o the rights will be transferable only with U.S. Trust common
shares.
In addition, each right will entitle its holder to purchase for $75.00
common shares with a market value of $150.00 of any company that:
o owns or is controlled by any person who owns more that 20% of the
common shares of U.S. Trust and
o merges with U.S. Trust or purchases more than 50% of the assets of
U.S. Trust.
The rights will expire on September 1, 2005, and U.S. Trust can redeem
them before that time.
THE DISTRIBUTION DATE
The "distribution date" is the earliest date on which either of the
following occurs:
o any person, other than persons related to U.S. Trust, or group
acquires, or obtains the rights to acquire, beneficial ownership
of 20% or more of U.S. Trust's common shares that are then
outstanding, or
o in the case of a potential acquisition by any person, other than
some persons related to U.S. Trust, of beneficial ownership of 25%
or more of U.S. Trust's outstanding common shares, the tenth day
after the earliest to occur of particular filings with U.S.
Trust's regulators that indicate a possible change in control.
EFFECT OF THE RIGHTS
The rights will not prevent a takeover of U.S. Trust. They may,
however, make a takeover of U.S. Trust by another entity less likely. You can
find a complete description of the rights and the related preferred shares in
U.S. Trust's Registration Statement on Form 8-A, dated April 13, 1999, for the
registration of the rights. This document incorporates by reference the
information contained in the 8-A Registration Statement. We have only summarized
the rights in this document, therefore you should read the full description of
the rights to gain a complete understanding of their effect on U.S. Trust and
its shareholders.
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PLAN OF DISTRIBUTION
METHODS OF DISTRIBUTION BY SELLING SHAREHOLDERS
The selling shareholders have informed us that they propose to offer
for sale the shares offered by this document from time to time and in several
different ways. For example, they may make sales:
o on the New York Stock Exchange,
o on another stock exchange or interdealer quotation system on which
our common shares are quoted or listed at the time,
o through negotiated transactions or
o otherwise at prices related to prevailing market prices or at
negotiated prices.
From time to time, one or more of the selling shareholders may offer
the shares offered by this document through brokers, dealers or agents, who may
receive compensation in the form of concessions or commissions from the selling
shareholders, agents and/or the purchasers for whom they may act as agent.
PREPARATION OF AN ADDITIONAL PROSPECTUS
If necessary, we will prepare another document to describe the method
of sale in greater detail. As of the date of this document, we do not know of
any arrangements by the selling shareholders to sell their shares, nor do we
know which brokerage firms the selling shareholders may select to sell their
shares. In addition, the selling shareholders may sell their shares without the
aid of a registration statement if they follow SEC rules.
PARTIES THAT MAY BE DEEMED UNDERWRITERS
The selling shareholders and any brokers, dealers or agents that
participate in the distribution of the shares offered by this document may be
considered "underwriters." If the selling shareholders are considered
underwriters, any profits on the sale of common shares by them and any
associated discounts or commissions may be considered underwriting compensation.
In addition, if a selling shareholder is considered an underwriter, that selling
shareholder may be subject to liability for misstatements and omissions in the
registration statement relating to this document.
REGULATION OF SALES BY SELLING SHAREHOLDERS
The selling shareholders and any other person participating in a sale
or distribution of the shares offered by this document will be subject to
applicable provisions of the Securities Exchange Act of 1934, which is the
federal statute regulating sales of securities. Some SEC rules and regulations,
including some limitations on activities during securities offerings and
anti-fraud provisions, may limit when the selling shareholders, or any other
person, may sell or purchase the common shares.
In some jurisdictions, the securities laws require that the shares
offered by this document be offered or sold only through registered or licensed
brokers or dealers. In addition, in some 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.
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EXPENSES
We will not receive any part of the proceeds from the sale of the
shares offered by this document. We will bear all expenses we incur in
registering the shares with the SEC. Each of the selling shareholders will pay
his or her own expenses, including brokerage commissions, personal legal fees or
similar expenses, in offering and selling his or her shares.
USE OF PROCEEDS
We will not receive any proceeds from the sales of the shares offered
by this document, but we will bear some of the expenses. See "Plan of
Distribution - Expenses" above for a description of the payment of expenses.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document contains statements that anticipate or plan for the
future. These forward-looking statements include statements about our future
business plans and strategies, financial condition and results of operations,
and other statements that are not historical. These statements may be:
o made directly in this document or
o "incorporated by reference" to other documents U.S. Trust files
with the SEC.
You can find many of these statements by looking for words like
"believes," "expects," "anticipates" and "estimates" and for similar
expressions.
Because forward-looking statements involve assumptions and future risks
and uncertainties, there are factors that could cause the actual results to
differ materially from those expressed or implied. For example, a few
uncertainties that could affect the accuracy of forward-looking statements
include:
o competitive pressures in the investment or asset management,
corporate fiduciary or private banking industries may increase
significantly,
o general economic or business conditions, both domestic and
foreign, may be less favorable than expected, resulting in lower
than expected revenues, among other things,
o financial market performance, both domestic and foreign, may be
less favorable or more volatile than expected, resulting in lower
than expected revenues, among other things,
o legislative or regulatory changes may adversely affect the
businesses in which U.S. Trust engages,
o necessary technological changes, including changes to address
"Year 2000" data systems issues, may be more difficult or
expensive to make than anticipated or Year 2000 issues at other
companies may adversely affect operations and
o adverse changes may occur in the securities markets.
You should not unduly rely on these forward-looking statements, which
are correct only as of the date of this document or the date of any document
incorporated by reference.
If either U.S. Trust or NCT, or any person acting on our behalf, makes
any subsequent written or oral forward-looking statements, these statements are
qualified in total by the cautionary statements contained or
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referred to in this section. U.S. Trust undertakes no obligation to release
publicly any revisions to these forward-looking statements to reflect events or
circumstances after the date of this document or to reflect the occurrence of
unanticipated events.
VALIDITY OF COMMON SHARES
The validity of the shares being offered by this document has been
passed upon for U.S. Trust by our General Counsel, Richard B. Gross, Esq. Mr.
Gross beneficially owns less than 1% of the outstanding common shares of U.S.
Trust.
EXPERTS
The consolidated balance sheets of U.S. Trust as of December 31, 1998
and 1997, 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, 1998, included in U.S. Trust's 1998 Annual Report on
Form 10-K are incorporated by reference in this document in reliance upon the
report of PricewaterhouseCoopers LLP, independent auditors, incorporated by
reference in this document upon the authority of said firm as experts in
accounting and auditing.
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