-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DiMod7j9UXFLseCFDQ2pUNIr0p8Rvg8mYGKi1Cr+n4aCchY8N4FjvEq0Pq5/SOT2 nluUNoMsD8MVa1pXIsoFOg== 0000929638-97-000040.txt : 19970211 0000929638-97-000040.hdr.sgml : 19970211 ACCESSION NUMBER: 0000929638-97-000040 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970207 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UST CORP /MA/ CENTRAL INDEX KEY: 0000316901 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042436093 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-15521 FILM NUMBER: 97520569 BUSINESS ADDRESS: STREET 1: 40 COURT ST CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 6177267000 MAIL ADDRESS: STREET 1: 40 COURT ST CITY: BOSTON STATE: MA ZIP: 02108 S-4/A 1 PEA NO 1 TO FORM S-4 UST CORP File No. 333-15521 As filed with the Securities and Exchange Commission on February 7, 1997. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AS A FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UST CORP. (Exact name of Registrant as specified in its charter) Massachusetts 04-2436093 (State or other jurisdiction (I.R.S. Employer or incorporation or organization) Indemnification No.) 40 Court Street, Boston, MA 02108 (Address of Principal Executive Offices) (Zip Code) The Co-operative Bank of Concord 1985 Stock Option Plan The Co-operative Bank of Concord 1987 Stock Option and Incentive Plan The Co-operative Bank of Concord 1995 Stock Option and Incentive Plan The Co-operative Bank of Concord 1993 Employee Stock Purchase Plan The Braintree Savings Bank 1985 Incentive Stock Option Plan (Full titles of the Plans) Eric R. Fischer, Esq., Executive Vice President, General Counsel and Clerk UST Corp. 40 Court Street Boston, MA 02108 (617) 726-7377 ____________________________________________________________________________ (Name, address, including zip code and telephone number, including area code of agent for service) This Registration Statement previously registered 10,611,549 shares of common stock, par value $0.625 per share (the "Common Stock"), of UST Corp. ("UST"). Effective January 3, 1997, 10,125,540 of such shares were issued upon the consummation of UST's acquisition of Walden Bancorp, Inc. ("Walden"). This Registration Statement now relates to the 486,009 previously registered shares that were not issued in the acquisition of Walden which shall be issuable to participants in the respective (i) The Co-operative Bank of Concord 1985 Stock Option Plan, (ii) The Co-operative Bank of Concord 1987 Stock Option and Incentive Plan, (iii) The Co-operative Bank of Concord 1995 Stock Option and Incentive Plan, (iv) The Co-operative Bank of Concord 1993 Employee Stock Purchase Plan, and (v) The Braintree Savings Bank 1985 Incentive Stock Option Plan (collectively, the "Plans"), as such number may be increased in accordance with the Plans in the event of a merger, consolidation, recapitalization or similar event involving UST. PART II INFORMATION REQUIRED IN PROSPECTUS Item 3. Incorporation of Documents by Reference The following documents filed by UST Corp. (the "Registrant") with the Securities and Exchange Commission (the "SEC") are hereby incorporated by reference in this Registration Statement: (1) the Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (2) all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; and (3) the description of the Common Stock contained in the Registrant's Registration Statement filed under Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities A description of the Registrant's Common Stock to be offered is not provided in this registration statement because such class of the Registrant's securities is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts or Counsel The validity of the shares of Common Stock offered herein has been passed upon for the Registrant by Eric R. Fischer, General Counsel of the Registrant, 40 Court Street, Boston, Massachusetts 02108. Mr. Fischer is also an officer of certain other subsidiaries of the Registrant. As of February 7, 1997, Mr. Fischer had a direct or indirect interest in 36,663 shares of Common Stock and had options to purchase an additional 50,800 shares, all of which were immediately exercisable. Item 6. Indemnification of Directors and Officers Section 67 of Chapter 156B of the Massachusetts General Laws authorizes a corporation to indemnify any director, officer, employee or other agent of the corporation to whatever extent specified in or authorized by (a) the articles of organization, (b) a by-law adopted by the stockholders or (c) a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. The Registrant's Articles of Organization provide that the Registrant shall, to the fullest extent legally permissible, indemnify each person who is or was a director, officer, employee or other agent of the Registrant and each person who is or was serving at the request of the Registrant as such of another corporation or of any partnership, joint venture, trust, employee benefit plan or other enterprise or organization, against all liabilities, costs and expenses, including but not limited to amounts paid in satisfaction of judgments, in settlement or as fines and penalties, and counsel fees and disbursements, reasonably incurred by him or her in connection with the defense or disposition of or otherwise in connection with or resulting from any action, suit or other proceeding, whether civil, criminal, administrative or investigative, before any court or administrative or legislative or investigative body, in which he or she may be or may have been involved as a party or otherwise or with which he or she may have been threatened, while in office or thereafter, by reason of his or her being or having been such a director, officer, employee, agent or trustee, or by reason of any action taken or not taken in any such capacity. Under Massachusetts law and the Articles of Organization, no indemnification may be provided for any person with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Registrant or other entity served or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interest of the participants or beneficiaries of such employee benefit plan. If, in an action, suit or proceeding brought by or in the name of the Registrant, a director of the Registrant is held not liable for monetary damages, whether because that director is relieved of personal liability under the provisions of the Articles of Organization, or otherwise, that director shall be deemed to have met the standard of conduct set forth above and to be entitled to indemnification for expenses reasonably incurred in the defense of such action, suit or proceeding. As to any matter disposed of by settlement pursuant to a consent decree or otherwise, no indemnification either for the amount of such settlement or for any other expenses shall be provided unless such settlement shall be approved as in the best interests of the Registrant, after notice that it involves such indemnification, (a) by vote of a majority of the disinterested directors then in office (even though the disinterested directors be less than a quorum), (b) by any disinterested person or persons to whom the question may be referred by vote of a majority of such disinterested directors, or (c) by vote of the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by any interested person, or (d) by any disinterested person or persons to whom the question may be referred by vote of the holders or a majority of such stock. No such approval shall prevent the recovery from any such officer, director, employee, agent or trustee of any amounts paid to him or her or on his or her behalf as indemnification in accordance with the preceding sentence if such person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Registrant. The rights of indemnification provided in the Registrant's Articles of Organization shall not be exclusive of or affect any other rights to which any director, officer, employee, agent or trustee may be entitled or which may lawfully be granted to him or her. Indemnification of a "director", "officer", "employee", "agent", and "trustee" includes their respective executors, administrators and other legal representatives. An "interested" person is one against whom the action, suit or other proceeding in question or another action, suit or other proceeding on the same or similar grounds is then or had been pending or threatened, and a "disinterested" person is a person against whom no such action, suit or other proceeding is then or had been pending or threatened. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits The following exhibits are part of this Registration Statement: 3 Amendment to Articles of Organization of UST. 5 Opinion and Consent of Eric R. Fischer, Esq., General Counsel of UST, as to the validity of the shares of Common Stock. 23.1 Consent of Eric R. Fischer (included in Exhibit 5). 23.2 Consent of Arthur Andersen LLP (concerning UST financials). 23.3 Consent of Arthur Andersen LLP (concerning Walden financials) 24 Power of Attorney (previously filed). [Remainder of page intentionally left blank] SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and The Commonwealth of Massachusetts, on the 31st day of January, 1997. UST Corp. By:/s/ Eric R. Fischer Eric R. Fischer (Executive Vice President, General Counsel and Clerk) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Neal F. Finnegan ______________________ President and Chief Executive January 30, 1997 (Neal F. Finnegan) Officer (Principal Executive Officer) and Director /s/ James K. Hunt _________________________ Executive Vice President and January 30, 1997 (James K. Hunt) Treasurer (Principal Financial Officer and Principal Accounting Officer) _________________________ Director January __, 1997 (Chester G. Atkins) _________________________ Director January __, 1997 (David E. Bradbury) * Director _________________________ (Robert M. Coard) /s/ Domenic Colasacco _________________________ Director January 30, 1997 (Domenic Colasacco) * Director _________________________ (Robert L. Culver) * Director _________________________ (Alan K. DerKazarian) * Director _________________________ (Donald C. Dolben) * Director _________________________ (Edward Guzovsky) * Director _________________________ (Wallace M. Haselton) * Director _________________________ (Brian W. Hotarek) _________________________ Director January __, 1997 (Francis X. Messina) * Director _________________________ (Sydney L. Miller) * Director _________________________ (Vikki L. Pryor) * Director _________________________ (Gerald M. Ridge) * Director _________________________ (William Schwartz) _________________________ Director January __, 1997 Barbara C. Sidell) _________________________ Director January __, 1997 (James V. Sidell) _________________________ Director January __, 1997 (Paul D. Slater) * Director _________________________ (Edward J .Sullivan) _________________________ Director January __, 1997 (G. Robert Tod) * Director _________________________ (Michael J. Verrochi, Jr.) * Director _________________________ (Gordon M. Weiner) /s/ Eric R. Fischer *By:_______________________________ January 30, 1997 (Eric R. Fischer, Attorney-in-Fact) EXHIBIT INDEX Exhibit No. Description of Documents 3 Amendment to Articles of Organization of UST. 5 Opinion and Consent of Eric R. Fischer, General Counsel of UST, as to the validity of the shares of Common Stock being offered herein. 23.1 Consent of Eric R. Fischer (included in Exhibit 5). --- 23.2 Consent of Arthur Andersen LLP (concerning UST financials). 23.3 Consent of Arthur Andersen LLP (concerning Walden financials) 24 Power of Attorney (previously filed). --- EX-3 2 ARTICLES OF AMENDMENT FEDERAL IDENTIFICATION NO. 04-2436093 THE COMMONWEALTH OF MASSACHUSETTS William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 ARTICLES OF AMENDMENT (GENERAL LAWS, CHAPTER 156B, SECTION 72) We, Neal F. Finnegan , *President and Eric R. Fischer , *Clerk of UST Corp. . (Exact name of corporation) located at: 40 Court Street, Boston, Massachusetts 02108 ------------------------------------------------------------------. (Street address of corporation in Massachusetts) certify that these Articles of Amendment affecting articles numbered: Three (3) (Number those articles 1, 2, 3, 4, 5, and/or 6 being amended) of the Articles of Organization were duly adopted at a meeting held on December 17, 1996, by vote of 11,344,981 shares of UST Corp. Common Stock of 17,936,989 shares outstanding. (type, class & series, if any) par value of $0.625 ** being at least a majority of each type, class or series outstanding and entitled to vote thereon. VOTED: to amend the Corporation's Restated Articles of Organization to increase the number of authorized shares of the Corporation's Common Stock from 30,000,000 to 45,000,000. * Delete the inapplicable words. ** Delete the inapplicble clause For amendments adopted pursuant to Chapter 156B, Section 70. For amendments adopted pursuant to Chapter 156B, Section 71. Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8 1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated. To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following: The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCK TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE Common: Common: 30,000,000 $0.625 Preferred: Preferred: 4,000,000 $1.00 (300,000 Series A Junior Participating) @ 1.00 Change the total authorized to: WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCK TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE Common: Common: 45,000,000 $0.625 Preferred: Preferred: 4,000,000 $1.00 (300,000 Series A Junior) Participating) @ 1.00
The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. Later effective date: SIGNED UNDER THE PENALTIES OF PERJURY, this 27th day of December 1996. , *President Neal F. Finnegan , *Clerk Eric R. Fischer, Esq. *Delete the inapplicable words. THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF AMENDMENT (General Laws, Chapter 156B, Section 72) I hereby approve the within Articles of Amendment, and the filing fee in the amount of $15,000 having been paid, said article is deemed to have been filed with me this 27th day of December, 1996. Effective date: WILLIAM FRANCIS GALVIN Secretary of the Commonwealth TO BE FILLED IN BY CORPORATION Photocopy of document to be sent to: Eric R. Fischer, Esq. 40 Court Street Boston, Massachusetts (617) 726-7377 EX-5 3 EXHIBIT 5(A) EXHIBIT 5(A) January 31, 1997 UST Corp. 40 Court Street Boston, MA 02108 RE: UST Corp's Post-Effective Amendment to Registration Statement on Form S-4 as Registration Statement on Form S-8 Relating to The Co-operative Bank of Concord 1985 Stock Option Plan, The Co-operative Bank of Concord 1987 Stock Option Plan and Incentive Plan, The Co-operative Bank of Concord 1995 Stock Option Plan and Incentive Plan, The Co-operative Bank of Concord 1993 Employee Stock Purchase Plan and The Braintree Savings Bank 1985 Incentive Stock Option Plan. As General Counsel of UST Corp. (the "Corporation"), I have participated with the Corporation, its officers and outside counsel to the Corporation, Bingham, Dana & Gould LLP, in the preparation for filing with the Securities and Exchange Commission (the "Commission") of a Post-Effective Amendment to the Corporation's Registration Statement on Form S-4 as a Registration Statement on Form S-8 (the "Registration Statement"), covering 486,009 shares (the "Shares") of the Corporation's Common Stock, par value $0.625 per share, which Shares may hereafter be acquired by participants ("Participants") in (1) The Co-operative Bank of Concord 1985 Stock Option Plan, (2) The Co-operative Bank of Concord 1987 Stock Option Plan and Incentive Plan, (3) The Co-operative Bank of Concord 1995 Stock Option Plan and Incentive Plan, (4) the Co-operative Bank of Concord 1993 Employee Stock Purchase Plan, and (5) The Braintree Savings Bank 1985 Incentive Stock Option Plan (collectively, the "Plans"). In connection with filing the Registration Statement, the rules and regulations of the Commission require my opinion, in my capacity as General Counsel for the Corporation, on the matters set forth below. In rendering this opinion, I, and other attorneys in this office working under my supervision, have examined and relied upon originals or copies, certified or otherwise, of all such corporate records, documents, agreements or other instruments of the Corporation, and have made such investigation of law and have discussed with the officers of the Corporation such questions of fact as we have deemed necessary or appropriate. In rendering this opinion, I have relied upon certificates and statements of officers and directors of the Corporation as to factual maters, and have assumed the genuineness of all documents submitted as copies. Based upon and subject to the foregoing, I am of the opinion that the Shares will be, upon the issuance thereof pursuant to the terms of the Plans, legally issued, fully paid and non-assessable. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of my name in the Registration Statement under the caption "Interests of Named Experts and Counsel". Very truly yours, /s/ Eric R. Fischer _____________________________ Eric R. Fischer General Counsel ERF/cmb EX-23 4 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this post-effective amendment to the registration on Form S-4 as a registration statement on Form S-8, of our report dated January 29, 1996 included in UST Corp.'s Form 10-K for the year ended December 31, 1995, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Arthur Andersen LLP Boston, Massachusetts January 31, 1997 EX-23 5 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this post-effective amendment to the registration on Form S-4 as a registration statement on Form S-8, of our report dated January 25, 1996, included in Walden Bancorp, Inc.'s Form 10-K for the year ended December 31, 1995, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Arthur Andersen LLP Boston, Massachusetts January 31, 1997 -----END PRIVACY-ENHANCED MESSAGE-----