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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 (Date of earliest event reported): August 30, 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 Identification No.)
of incorporation)
40 Court Street
Boston, Massachusetts 02108
(Address of principal executive offices) (Zip Code)
(617) 726-7000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On August 30, 1996, UST Corp. (the "Company") executed an Affiliation
Agreement and Plan of Reorganization (the "Agreement") with Walden Bancorp,
Inc. ("Walden"), pursuant to which the Company will acquire Walden. Walden is
a $1 billion bank holding company for two community banks, Braintree Savings
Bank and The Co-operative Bank of Concord (together, the "Banks"), which
specialize in meeting consumer and small business banking needs in their local
markets with a total of 17 branch offices in Middlesex, Norfolk and Plymouth
counties. The transaction is expected to close during the first quarter of
1997. While the Company will first acquire Walden thereby making the Banks
subsidiaries of the Company, the Company anticipates merging the Banks into
its principal banking subsidiary, USTrust, in 1997.
The transaction is structured as a tax-free exchange of 1.9 shares of the
Company's common stock for each share of Walden's common stock. At the
Company's closing stock price of $16.25 on August 29, 1996, the transaction
would be valued at approximately $161 million, and Walden shareholders would
receive a value of $30.875 in the Company's common stock for each share of
Walden common stock. The purchase price represents a multiple of 1.69 times
stated book value of Walden, and 1.96 times tangible book value of Walden at
June 30, 1996. The Company expects to record a one-time pre-tax charge of
approximately $13.5 million of acquisition related costs in connection with
this transaction. The transaction, which is structured to qualify for
pooling-of-interests accounting treatment, is subject to the approval of the
shareholders of the Company and Walden as well as to the receipt of federal and
state regulatory banking approvals. If the Company's average stock price during
a period prior to closing is less than $13.81 per share and the Company's stock
price has declined by more than 15 percent relative to a certain bank stock
index, with one exception Walden can terminate the agreement.
The assets to be acquired by the Company include the physical
premises of (or the leases with respect to) the seventeen branch offices used
by the Banks to conduct their banking activities. The Company will also acquire
substantially all of the personalty in these branches. These locations will
continue to be used as branch offices by the Company.
Simultaneously with the execution of the Agreement on August 30, 1996,
the Company entered into a Stock Option Agreement (the "Stock Option
Agreement") with Walden pursuant to which Walden has granted to the Company
an option to purchase, under certain circumstances, up to 1,016,868 shares of
Walden Common Stock for $20.50 per share.
Copies of the Agreement, the Company's press release and presentation to
analysts are listed herein as Exhibits 2, 99.1 and 99.2, respectively and
incorporated herein by reference. The Stock Option Agreement is included as
Exhibit C to the Agreement.
The preceeding description of the Agreement and the Stock Option
Agreement is qualified in its entirety by the reference to the copies of each
attached hereto and incorporated herein.
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 this
information.
(c) Exhibits
1. Affiliation Agreement and Plan of Reorganization, dated as of
August 30, 1996, between UST Corp. and Walden Bancorp, Inc. (UST Agrees to
furnish to the Commission the omitted schedules upon request.)
2. UST Corp.'s Press Release dated August 30, 1996 related to the
acquisition by UST Corp. of Walden Bancorp, Inc.
3. UST Corp.'s Presentation to Analysts dated August 30, 1996,
related to the acquisition by UST Corp. of Walden Bancorp, Inc.
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/ James K. Hunt
James K. Hunt
Executive Vice President, Chief
Financial Officer and Treasurer
/s/ Eric R. Fischer
Eric R. Fischer
Executive Vice President, General
Counsel and Clerk
Dated: September 11, 1996