FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-72125
PROSPECTUS
U.S. TRUST CORPORATION
226,476 COMMON SHARES
(and associated Rights)
This prospectus relates to an offering by certain shareholders of up to 226,476
Common Shares, par value $1.00 per share, of U.S. Trust Corporation (a New York
corporation).
The shares offered by this prospectus are being acquired by the selling
shareholders in connection with our acquisitions of Strategic Trading
Corporation and Radnor Capital Management, Inc. The selling shareholders have
already acquired a part of these shares. Some of the selling shareholders may
acquire the remaining shares over time, if conditions relating to the
acquisition of Radnor Capital Management are met. U.S. Trust Corporation will
not receive any of the proceeds from the sale of the shares.
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.
U.S. Trust Corporation's Nasdaq National Market symbol is "USTC". On March 5,
1999, the closing price reported on the Nasdaq National Market was $76 1/2 per
share.
Brokers, dealers and underwriters that participate in the distribution of the
shares may be deemed to be underwriters under the Securities Act of 1933. 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.
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| 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. |
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THE DATE OF THIS PROSPECTUS IS MARCH 8, 1999.
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TABLE OF CONTENTS
PAGE
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The Corporation................................................................2
Where You Can Find More Information............................................2
Selling Shareholders...........................................................4
Description of the Rights......................................................6
Plan of Distribution...........................................................6
Use of Proceeds................................................................7
Forward-looking Statements.....................................................8
Validity of Common Shares......................................................9
Experts........................................................................9
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 September 30, 1998, the Corporation had assets under management of
approximately $65 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 http://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 Shares. The rules
and regulations of the Commission allow us to omit certain information included
in the Registration Statement from this prospectus.
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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:
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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
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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,
June 30, 1998 and September 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 reference as an
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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").
Some of the Selling Shareholders have acquired their Shares as the result of our
acquisition, on December 31, 1998, of the assets of Strategic Trading
Corporation ("STC"). Each of these Selling Shareholders (the "STC SHAREHOLDERS")
is listed below, together with the number of the Corporation's Common Shares he
or she owns as of March 7, 1999. All of these shares were acquired in the STC
acquisition. Because the STC Shareholders may not sell all (or even any) of
their Shares by means of this prospectus, the number each will own after this
offering is unknown.
COMMON SHARES
STC SELLING SHAREHOLDERS BENEFICIALLY OWNED ON
MARCH 7, 1999
Mark Caccavo................................ 2,658
Robert Garrett, IV.......................... 30,309
Jay Luby.................................... 20,206
TOTAL:................................. 53,173
Mark Caccavo, Robert Garrett and Jay Luby are now officers of a subsidiary of
the Corporation. In connection with the STC acquisition, each of Mr. Garrett and
Mr. Luby entered into employment agreements (both of which have five-year terms)
with this subsidiary.
The other Selling Shareholders are acquiring their Shares as a result of our
acquisition, on January 29, 1999, of Radnor Capital Management, Inc. ("RCM").
Each of these Selling Shareholders (the "RCM SHAREHOLDERS") is listed below,
together with the number of the Corporation's Common Shares he or she owns as of
March 7, 1999. All of these shares were acquired in the RCM acquisition. Each of
the RCM Selling Shareholders may also receive additional Common Shares
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in connection with the RCM acquisition. These Shares are also being offered by
this prospectus, but their total amount (as well as the amount to be offered by
each RCM Selling Shareholder) is not certain at this time. Because the RCM
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 each will own after this offering is
unknown.
COMMON SHARES
RCM SELLING SHAREHOLDERS BENEFICIALLY OWNED ON
MARCH 7, 1999
Pierce Archer....................................... 6,975
Wheat, First Securities, Inc.
as Custodian for the Pierce Archer IRA.............. 3,371
Robert C. Bodine, Jr................................ 24,240
Jennifer Byrne...................................... 2,850
Wheat, First Securities, Inc. 1,095
as Custodian for the Jennifer Byrne IRA
Jeffrey Dillman..................................... 1,844
Wheat, First Securities, Inc. 842
as Custodian for the Jeffrey Dillman IRA
Maris A. Ogg........................................ 32,629
Wheat, First Securities, Inc.
as Custodian for the Maris A. Ogg IRA............... 2,528
Douglas Pyle........................................ 1,836
Berkeley T. Rulon-Miller............................ 2,334
Sam Sparhawk, III................................... 11,211
Susan Treffeisen.................................... 1,685
Gerhard T. Van Arkel................................ 3,330
Wheat, First Securities, Inc.
as Custodian for the Gerhard T. Van Arkel IRA....... 1,685
Dale Weigand........................................ 2,517
Wheat, First Securities, Inc.
as Custodian for the Dale Weigand IRA............... 632
TOTAL:......................................... 101,604
As a result of the RCM acquisition, RCM is now our subsidiary. Mr. Archer, Mr.
Bodine and Ms. Ogg are officers, and Ms. Ogg is a director of, RCM. In
connection with the RCM transaction, each of Mr. Archer, Mr. Bodine, Ms. Byrne,
Mr. Dillman, Ms. Ogg, Mr. Pyle, Mr. Sparhawk, Mr. Van Arkel and Mr. Weigand
entered into employment agreements (the majority of which have five-year terms)
with RCM.
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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. The
Rights will expire on September 1, 2005, and we can redeem them before that
time.
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
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 earliest 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.
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:
o on the Nasdaq Stock Market,
o on another interdealer quotation system or stock exchange on which the
Common Shares are quoted or listed at the time,
o through negotiated transactions or
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o 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, we will prepare another prospectus 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."
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.
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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.
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