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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 2, 1996
UST Corp.
(Exact name of registrant as specified in its charter)
Massachusetts 0-9623 04-2436093
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.
40 Court Street 02108
Boston, Massachusetts (Zip Code)
(Address of principal executive offices)
(617)726-7000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS.
(a) On June 18, 1996, USTrust, the principal subsidiary of UST Corp. (the
"Company"), executed a Purchase and Assumption Agreement with The First
National Bank of Boston ("FNBB") and joined in for certain purposes by Bank of
Boston Corporation pursuant to which USTrust will purchase certain assets and
assume deposit liabilities booked at and allocated to twenty branches located
in the greater Boston, Massachusetts area. The purchase is conditioned on
USTrust's receipt of the regulatory approvals noted below and the consummation
of the pending merger of BayBanks, Inc. with and into a subsidiary of Bank of
Boston Corporation. Sixteen of the branches to be acquired are currently
operated as BayBank branches and four of the branches are currently operated by
FNBB. Ten of the branches are located in Middlesex County, with the remaining
ten divided equally between Norfolk and Suffolk Counties.
In this transaction USTrust will assume approximately $860 million in
deposit liabilities and will purchase approximately $ 510 million in loans to
businesses and other customers located within or in areas proximate to the
communities served by the branches (including approximately $127.5 million in
commercial and industrial loans and $382.5 million in residential mortgage,
home equity and other loans). In addition, USTrust will purchase real property
related to the owned branches and assume certain lease obligations with respect
to the leased branches. Upon consummation of the transaction, USTrust will pay
a premium equal to 7% of the aggregate average daily balance of deposit
liabilities assumed for the period commencing twenty business days prior to the
third business day prior to the closing date and ending on the third business
day prior to the closing date (approximately $60 million) and the remainder of
the consideration will be paid in cash and other assets. The Company does not
expect to issue any securities in connection with the transaction and expects
to recognize between $2 million and $2.5 million of transaction-related
expenses prior to consummation.
In connection with the foregoing transaction, USTrust will also offer
employment to an aggregate of approximately 130 BayBank and FNBB employees who
are employed currently at the twenty branches being acquired.
The transaction remains subject to receipt of regulatory approvals from
the Federal Deposit Insurance Corporation and the Massachusetts Commissioner of
Banks. It is currently expected that the transaction will be consummated in the
fourth quarter of 1996.
(b) The assets to be acquired by the Company's subsidiary, USTrust,
include the physical premises of (or the leases with respect to) the twenty
branches acquired and which were used by FNBB (and BayBank) as locations from
which to conduct its banking activities. USTrust will also acquire
substantially all of the personalty in these branches. These locations will
continue to be used as branches by USTrust.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) and (b) Financial statements including pro forma financial
information will be provided within 60 days of the consummation of the proposed
transaction. At the current time, it is impracticable to provide information as
to the specific asset mix to be transferred and the dollar value of deposits to
be assumed.
(c) Exhibits
1. Purchase and Assumption Agreement, dated as of June 18, 1996,
between USTrust and The First National Bank of Boston and joined in by Bank of
Boston Corporation.
2. UST Corp.'s Press Release dated June 18, 1996 related to
acquisition by USTrust of twenty branches from The First National Bank of
Boston.
SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
UST Corp.
/s/ Neal F. Finnegan
Neal F. Finnegan
President and Chief Executive Officer
/s/ Eric R. Fischer
Eric R. Fischer
Executive Vice President, General
Counsel and Clerk
Dated: July 1, 1996