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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: AUGUST 13, 1998
UST CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 0-9623 04-2436093
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION
INCORPORATION) NO.)
40 COURT STREET (617) 726-7000 02108
BOSTON, MASSACHUSETTS (REGISTRANT'S TELEPHONE NUMBER, (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OF ASSETS.
Acquisition of Affiliated Community Bancorp., Inc.
On December 15, 1997, UST Corp., (the "Company") executed an agreement
with Affiliated Community Bancorp, Inc. ("Affiliated") of Waltham,
Massachusetts, pursuant to which the Company agreed to acquire Affiliated (the
"Affiliated Acquisition"). On August 7, 1998, the Company consummated the
Affiliated Acquisition. Affiliated is a bank holding company for three community
banks, Lexington Savings Bank, The Federal Savings Bank, and Middlesex Bank &
Trust Company, which operate an aggregate of thirteen branch offices located in
Eastern Middlesex county. The transaction was structured as a tax-free exchange
of 1.41 shares of the Company's common stock for each share of Affiliated common
stock and accounted for as a pooling of interests. As of the closing date, the
transaction was valued at approximately $225 million. A total of 9.4 million
shares of the Company's common stock were issued in exchange for the 6.7 million
Affiliated shares outstanding at the closing date.
As contemplated by the agreement pursuant to the terms of which the
Acquisition was consummated (the "Affiliation Agreement") Middlesex Bank & Trust
Company, a $28 million bank was sold for $8.24 million to a private investor,
unaffiliated with the Company, following the consummation of the Affiliated
Acquisition.
The Company hereby files its Unaudited Pro Forma Combined Financial
Statements and Notes thereto as of March 31, 1998, in connection with the
Affiliated Acquisition:
ITEM 5. OTHER EVENTS.
In connection with the acquisition of Affiliated, Timothy J. Hansberry,
formerly President and Chief Executive Officer of Affiliated became, as of
August 7, 1998, Vice Chairman and Chief Operating Officer of the Company and
President and Chief Operating Officer of the Company's principal banking
subsidiary, USTrust. John G. Fallon, formerly Executive Vice President,
Treasurer and Chief Financial Officer of Affiliated became an Executive Vice
President of the Company and USTrust.
Furthermore, as contemplated by the Affiliation Agreement, on September
15, 1998 (the date of the first Board Meeting of the Company subsequent to the
consummation of the Acquisition) five former Directors of Affiliated (including
Mr. Hansberry) will become Directors of the Company. The five individuals to be
elected a Director of the Company on September 15, 1998 are:
NEW DIRECTOR PRINCIPAL OCCUPATION(S)
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Timothy J. Hansberry Vice Chairman and Chief Operating Officer
of the Company and former President and
Chief Executive Officer of Affiliated
Kendrick G. Bushnell Retired business executive and independent
management consultant
Jack E. Chappell Retired business executive and former
Chairman of the Board of Affiliated
Edward S. Heald Corporate Vice President and Branch Manager,
A. G. Edwards & Sons, Inc. (a financial
services firm), Newton, Massachusetts
James E. McCobb, Jr. Former President and Chief Executive Officer
The Federal Savings Bank, a banking
subsidiary of Affiliated
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Historical financial statements of Affiliated for the year ended
December 31, 1997 (Incorporated by reference to UST Corp. and
Affiliated's Registration Statement on Form S-4 (Registration
No. 333-52115) filed with the Securities and Exchange Commission on
May 11, 1998.)
(b) Unaudited Pro Forma Condensed Combined Statements of Income for the
years ended December 31, 1997, 1996 and 1995 (Incorporated by reference
to UST Corp. and Affiliated's Registration Statement on Form S-4
(Registration No. 333-52115) filed with the Securities and Exchange
Commission on May 11, 1998.)
(c) Unaudited financial statements of Affiliated for the three months ended
March 31, 1998 (Incorporated by reference to Affiliated's Form 10-Q
(Commission File No. 0-27014) for the quarter ended March 31, 1998.
(d) Unaudited Pro Forma Combined Financial Statements and Notes thereto
(Exhibit 99.1)
(e) Exhibits
99.1 Unaudited Pro Forma Combined Financial Statements and Notes
thereto
99.2 Consent of Arthur Andersen LLP, Independent Public Accountants
of Affiliated Community Bancorp, Inc.
99.3 Consent of KPMG Peat Marwick LLP, Independent Public
Accountants of The Federal Savings Bank
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SIGNATURES
Pursuant to the requirements of the Securities 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
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James K. Hunt
Executive Vice President, Treasurer and
Chief Financial Officer
Dated: August 13, 1998