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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
U.S. TRUST CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-3818952
(State of incorporation (IRS Employer
or organization) Identification No.)
114 West 47th Street 10036
New York, New York (Zip Code)
(address of principal
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which
to be so registered each class is to be registered
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None
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. [ ]
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. [X]
Securities Act registration statement file number to which this form
relates:
...............(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Series A
Participating Cumulative Preferred Shares
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
At a meeting of the U.S. Trust Corporation (the "Company") Board of
Directors (the "Board") on January 12, 2000, the Board approved the amendment of
certain terms of the Rights Agreement dated as of September 1, 1995 (the "Rights
Agreement"), between the Company (formerly New USTC Holdings Corporation) and
First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent").
Effective on January 12, 2000, the Company and the Rights Agent
amended the Rights Agreement pursuant to the Board's approval in connection with
the proposed merger (the "Merger") of Patriot Merger Corporation, a direct
wholly owned subsidiary of The Charles Schwab Corporation, with and into the
Company. The amendments add certain definitions and make changes to certain
definitions and provisions to cause the provisions of the Rights Agreement to
not apply to the Merger and its related transactions.
The amendment to the Rights Agreement is attached hereto as Exhibit 4,
which is incorporated herein by reference. The foregoing description of the
amendments does not purport to be complete and is qualified in its entirety by
reference to that Exhibit.
Item 2. Exhibits.
Item 2 is amended by adding thereto the following:
4. Amendment dated as of January 12, 2000, to the Rights
Agreement dated as of September 1, 1995, between U.S. Trust
Corporation (formerly New USTC Holdings Corporation) and First
Chicago Trust Company of New York, as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: January 18, 2000
U.S. TRUST CORPORATION,
By: /s/ Richard B. Gross
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Name: Richard B. Gross
Title: Managing Director and
General Counsel
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INDEX OF EXHIBITS
Exhibit
Number Description
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4. Amendment dated as of January 12, 2000,
to the Rights Agreement dated as of
September 1, 1995, between U.S. Trust
Corporation (formerly New USTC Holdings
Corporation) and First Chicago Trust
Company of New York, as Rights Agent.
EXECUTION COPY
AMENDMENT dated as of January 12, 2000, to
the Rights Agreement dated as of September 1, 1995
(the "Rights Agreement"), between U.S. TRUST
CORPORATION, a New York corporation (formerly New
USTC Holdings Corporation) (the "Company"), and FIRST
CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent
(the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in accordance with
Section 27 thereof, the following actions are hereby taken prior to executing
the Merger Agreement and the Stock Option Agreement referred to below:
Section 1. Amendments to Rights Agreement. The Rights Agreement is
hereby amended as follows:
(a) The following definitions shall be added to Section 1 of the
Rights Agreement:
"'Merger Agreement' shall mean the Agreement and Plan of Merger dated
as of January 12, 2000 among Schwab, Merger Sub and the Company."
"'Stock Option Agreement' shall mean the Stock Option Agreement dated
as of January 12, 2000 between the Company and Schwab."
(b) Section 3(a) of the Rights Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
(i) none of The Charles Schwab Corporation, a Delaware corporation
("Schwab"), Patriot Merger Corporation, a New York corporation ("Merger
Sub"), or any Affiliate or Associate of either (or any Person of which
Schwab or Merger Sub is an Associate) shall be deemed to be an Acquiring
Person or a Person, either individually or collectively, (ii) no
Distribution Date, Triggering Event or Affiliate Merger shall occur,
(iii) no Rights shall separate from Common Shares or otherwise become
exercisable and (iv) no adjustment shall be made pursuant Section 11 or
13, in each case solely by virtue of (A) the announcement of the Merger
(as such term is defined in the Merger Agreement), (B) the acquisition of
Common Stock of the Company pursuant to the Merger or the Stock Option
Agreement, (C) the execution of the Merger Agreement or the Stock Option
Agreement or (D) the consummation of the Merger or of
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the other transactions contemplated in the Merger Agreement or the
Stock Option Agreement."
Section 2. Full Force and Effect. Except as expressly amended hereby,
the Rights Agreement shall continue in full force and effect in accordance with
the provisions thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of New York applicable to
contracts to be made and performed entirely within such State.
<PAGE>
IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be duly executed as of the day and year first above written.
U.S. TRUST CORPORATION,
by:/s/ H. Marshall Schwarz
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Name: H. Marshall Schwarz
Title: Chairman and Chief
Executive Officer
FIRST CHICAGO TRUST COMPANY
OF NEW YORK, as Rights Agent
by:/s/ Gerard O'Leary
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Name: Gerard O'Leary
Title: Managing Director
