SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 of incorporation or organization) (IRS Employer
Identification No.)
114 West 47th Street
New York, New York 10036-1532
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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Rights to Purchase Series A New York Stock Exchange
Participating Cumulative
Preferred Shares
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form
relates: Not applicable
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
The Rights Agreement
On August 29, 1995, the Board of Directors of the Registrant declared a
dividend of one Right to Purchase Series A Participating Cumulative Preferred
Shares (a "Right") for each outstanding Common Share, par value $1.00 per share
of the Registrant (a "Common Share"), pursuant to a Rights Agreement dated as of
September 1, 1995 (the "Rights Agreement"), between the Registrant and First
Chicago Trust Company of New York, as Rights Agent. Such dividend was issued to
the holders of record of Common Shares outstanding on September 1, 1995, and the
Rights have been and will be issued with respect to all Common Shares 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 Registrant one two-hundredth (1/200th) of a Series A
Participating Cumulative Preferred Share (a "Series A Preferred Share") at a
price of $75, as adjusted to reflect a two-for-one split of the Common Shares in
February 1997 (the "Stock Split") and subject to further adjustment in certain
events as described below. 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 (the "Expiration
Date"), unless earlier redeemed by the Registrant, as described below.
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) (collectively, an "Acquiring Person") shall acquire, or obtain the right
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 calendar day after the date of (x) notice
of approval under the Bank Holding Company Act of 1956, as amended (12 U.S.C.
ss.1841 et seq.), (y) notice of nondisapproval under the Change in Bank Control
Act (12 U.S.C. ss.1817(j)), or (z) 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.
The Rights Agreement provides that, as soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date (and to each initial record
holder of certain Common Shares originally issued after the Distribution Date),
and such separate Right Certificates alone will thereafter evidence the Rights.
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The number of Series A Preferred Shares or other securities issuable upon
exercise of a Right is subject to adjustment from time to time in the event of
(i) the declaration of a stock dividend payable in Series A Preferred Shares or
a subdivision, combination or reclassification of the Series A Preferred Shares,
(ii) the issuance of certain rights, options or warrants to holders of Common
Shares or Equivalent Shares (as defined in the Rights Agreement) to subscribe
for or purchase Common Shares or Equivalent Shares at a price per share less
than the then-current market value of such Common Shares or Equivalent Shares,
or (iii) the distribution to holders of Common Shares or Equivalent Shares of
cash (excluding regular periodic cash dividends at a rate not in excess of 125%
of the rate of the last regular cash dividend theretofore paid) or evidences of
indebtedness, assets or securities or subscription rights, options or warrants
(other than those referred to above). The Purchase Price and the number of
Series A Preferred Shares or other securities issuable upon exercise of the
Rights are subject to adjustment from time to time in the event of the
declaration of a stock dividend on the Common Shares payable in Common Shares or
a subdivision or combination of the Common Shares prior to the Distribution
Date. In the event of a combination of the outstanding Common Shares into a
smaller number of Common Shares prior to the Distribution Date, the number of
Rights associated with each outstanding Common Share will be proportionately
reduced.
The Series A Preferred Shares are authorized to be issued in fractions
which are in integral multiples of one one-hundredth (1/100th) of a Series A
Preferred Share. The Registrant may, but is not required to, issue fractions of
shares upon the exercise of Rights. In lieu of fractional shares, the Registrant
may issue certificates or utilize a depository arrangement as provided by the
terms of the Series A Preferred Shares and, in the case of fractions other than
one one-hundredth (1/100th) of a Series A Preferred Share or integral multiples
thereof, may make a cash payment based on the market price of such shares.
In the event that the Registrant is acquired in a merger or other business
combination, or 50% or more of its assets, or assets representing 50% or more of
its earning power, are sold, leased, exchanged or otherwise transferred (in one
or more transactions) to a publicly-traded corporation, each Right, other than
Rights beneficially owned by an Acquiring Person (which Rights will be void),
will entitle its holder to purchase for the Purchase Price that number of common
shares of such corporation which at the time of the transaction would have a
market value of twice the Purchase Price. In the event that the Registrant is
acquired in a merger or other business combination, or 50% or more of its
assets, or assets representing 50% or more of the earning power of the
Registrant, are sold, leased, exchanged or otherwise transferred (in one or more
transactions) to an entity that is not a publicly-traded corporation, each
Right, other than Rights beneficially owned by an Acquiring Person (which Rights
will be void), will entitle its holder to purchase for the Purchase Price, at
such holder's option, (i) that number of shares of such entity (or, at such
holder's option, of the surviving corporation in such acquisition, which could
be the Registrant) which at the time of the transaction would have a book value
of twice the Purchase Price, or (ii) if such entity has an affiliate which has
publicly-traded common shares, that number of common shares of such affiliate
which at the time of the transaction would have a market value of twice the
Purchase Price.
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In the event that any person becomes an Acquiring Person, each holder of a
Right, other than Rights beneficially owned by an Acquiring Person (which Rights
will be void), will thereafter have the right, upon exercise, to purchase for
the Purchase Price that number of one two-hundredths (1/200ths) of a Series A
Preferred Share equal in number to the number of Common Shares having a value
equal to two times the Purchase Price of the Right.
In the event that any Acquiring Person or any affiliate or associate of any
Acquiring Person merges or otherwise combines with the Registrant in a
transaction in which the Registrant is the surviving corporation and all of the
Common Shares remain outstanding and unchanged, each holder of a Right, other
than Rights beneficially owned by an Acquiring Person (which Rights will be
void), will thereafter have the right to acquire, upon exercise, shares of
common stock of the acquiring company having a value equal to two times the
Purchase Price of the Right.
In addition, the Registrant's Board of Directors, may, at its option, after
such time as there is an Acquiring Person, and provided that such Acquiring
Person is not the beneficial owner of 50% or more of the outstanding Common
Shares, exchange all or part of the Rights, other than Rights beneficially owned
by such Acquiring Person (which rights will be void), for such number of Common
Shares equal to the aggregate market value on the date of such exchange equal to
the Purchase Price.
The Registrant's Board of Directors may redeem the Rights in whole, but not
in part, at any time for cash or other consideration deemed appropriate by the
Registrant's Board, at $0.005 per Right, as adjusted to reflect the Stock Split
in February 1997 and subject to further adjustment in certain events (the
"Redemption Price"), provided that upon the earlier of the date of (i) notice of
approval under the Bank Holding Company Act, (ii) notice of nondisapproval under
the Change in Bank Control Act, or (iii) the expiration, without a notice of
disapproval having been issued, of the prior notification period under the
Change in Bank Control Act, in each case for any person or group of affiliated
or associated persons to acquire beneficial ownership of 25% or more of the
outstanding Common Shares, and thereafter until the earlier of (A) the
occurrence of a Triggering Event and (B) the Expiration Date, the Rights may be
redeemed only if (1) there are disinterested directors (as defined in the Rights
Agreement) then in office, and (2) the Board of Directors, with the concurrence
of a majority of the disinterested directors then in office, determines that
such redemption is, in their judgment, in the best interests of the Registrant
and its shareholders.
Immediately upon the action of the Board of Directors ordering the
redemption of the Rights, the Registrant will make an announcement thereof, and
upon such order, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Registrant, including, without limitation, the
right to vote or to receive dividends.
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At any time prior to the Distribution Date, the Registrant may, without the
approval of any holder of the Rights, supplement or amend any provision of the
Rights Agreement (including the date on which the Distribution Date shall
occur), except that no supplement or amendment shall be made which reduces the
Redemption Price or provides for an earlier Expiration Date. From and after the
Distribution Date and subject to applicable law, the Registrant may, without the
approval of any holder of the Rights, amend the Rights Agreement (i) to cure any
ambiguity or to correct or supplement any provision contained therein which may
be defective or inconsistent with any other provision of the Rights Agreement,
or (ii) to make any other provisions which the Registrant may deem necessary and
desirable and which shall not adversely affect the interests of the holders of
Right Certificates (other than an Acquiring Person or an affiliate or associate
of an Acquiring Person). However, upon (i) notice of approval under the Bank
Holding Company Act, (ii) notice of nondisapproval under the Change in Bank
Control Act, or (iii) the expiration, without a notice of disapproval having
been issued, of the prior notification period under the Change in Bank Control
Act, in each case for any person or group of affiliated or associated persons to
acquire beneficial ownership of 25% or more of the outstanding Common Shares,
the Rights Agreement may be supplemented or amended only if the Registrant's
Board of Directors, with the concurrence of a majority of disinterested
directors, determines that such supplement or amendment is in the best interests
of the Registrant and its shareholders.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Registrant in a manner which causes the Rights to become discount Rights unless
the offer is conditioned on a substantial number of Rights being acquired.
Series A Preferred Shares
The Registrant is authorized to issue Series A Preferred Shares in
connection with the Rights issued under the Rights Agreement. The holders of
Series A Preferred Shares will be entitled to all the rights and privileges set
forth in the Registrant's Certificate of Incorporation, certain features of
which are described below.
The holders of Series A Preferred Shares will be entitled to receive (i)
quarterly cumulative dividends in an amount per share equal to $25 less
dividends received pursuant to the following clause (ii), and (ii) cash
dividends on each payment date for cash dividends on Common Shares in an amount
per share equal to the Formula Number (as defined below) then in effect times
the per share amount of all cash dividends then to be paid on each Common Share.
The current Formula Number is 200, as adjusted to reflect the Stock Split
in February 1997. In the event that the Registrant declares a dividend on the
Common Shares payable in Common Shares, or effects the subdivision, combination
or reclassification of the outstanding Common Shares (including any
reclassification in connection with a merger in which the Registrant is the
surviving corporation), the Formula Number will be appropriately adjusted
further. In the event of a consolidation, merger or other transaction in which
the Common Shares are exchanged for or
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converted into other securities, cash or any other property, the Series A
Preferred Shares will be similarly exchanged or converted in an amount per share
equal to the Formula Number then in effect times the amount per share of
securities, cash or other property into which each Common Share is exchanged or
converted.
Holders of Series A Preferred Shares will be entitled to vote on each
matter on which holders of Common Shares will be entitled to vote, and will have
the number of votes equal to the Formula Number then in effect for each Series A
Preferred Share held. Holders of Series A Preferred Shares will have certain
special voting rights in the election of directors when the equivalent of six
quarterly dividends are in default. Whenever quarterly dividends or
distributions on Series A Preferred Shares are in arrears, the Registrant's
right to declare or pay dividends or other distributions on, and to redeem or
purchase any shares ranking junior to or on a parity with the Series A Preferred
Shares, will be subject to certain restrictions.
Upon any liquidation, dissolution or winding up of the Registrant, whether
voluntary or involuntary, the holders of any Series A Preferred Shares will be
entitled to receive, before any distribution is made to holders of shares
ranking junior to the Series A Preferred Shares, or before any distribution
(other than a ratable distribution) is made to the holders of stock ranking on a
parity with the Series A Preferred Shares, an amount equal to the accrued
dividends thereon plus the greater of (i) $100 per share and (ii) an amount per
share equal to the Formula Number then in effect times the amount per share to
be distributed to holders of Common Shares.
The Series A Preferred Shares will be redeemable, in whole, at the option
of the Registrant's Board of Directors at any time at which the Board determines
that no person beneficially owns more than 10% of the outstanding shares of
capital stock of the Registrant generally entitled to vote in the election of
directors of the Registrant, at a cash price equal to 125% of the product of the
Formula Number times the average market price of a Common Share during the
preceding 30 days plus accrued and unpaid dividends.
The Series A Preferred Shares will be issuable in whole shares or in any
fraction of a share that is one one-hundredth (1/100th) of a share or any
integral multiple of such fraction, subject to certain adjustments. In lieu of
issuing fractional shares, the Registrant may issue certificates of depositary
receipts evidencing such authorized fractions of shares or, in the case of
fractions other than one one-hundredth (1/100th) and integral multiples thereof,
pay registered holders cash equal to the same fraction of the current market
value of a Series A Preferred Share (if any are outstanding) or the equivalent
number of Common Shares.
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Item 2. Exhibits
1. Rights Agreement dated as of September 1, 1995, between New
USTC Holdings Corporation (the Registrant) and First Chicago
Trust Company of New York, as Rights Agent, filed as Exhibit
1 to the Registrant's Registration Statement on Form 8-A
dated September 5, 1995 (the "Form 8- A"), for the
registration under Section 12(g) of the Securities Exchange
Act of 1934 of Rights to Purchase Series A Participating
Cumulative Preferred Shares.*
2. 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.*
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*Incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
U.S. TRUST CORPORATION
Date: April 13, 1999
By: /s/John L. Kirby
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John L. Kirby
Executive Vice President and
Chief Financial Officer
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