U.S. Trust Corp. said Friday it will sell its securities processing businesses to Chase Manhattan Corp. for $363.5 million in Chase common stock.

The deal calls for U.S. Trust to spin off its core private banking and asset management businesses to its own shareholders, who will receive stock in a new U.S. Trust Corp. on a share for share basis.

The old holding company shell, with the securities processing businesses, win be merged into Chase immediately afterwards. The complicated financing vehicle will insure the transaction is tax-free to U.S. Trust shareholders, and to Chase.

U.S. Trust will take a S 1 1 0 million charge in the quarter the deal closes to cover the costs of the transaction and the laying off of about 200 people.

Analysts hailed the deal as sensible for both institutions. Thomas Theurkauf of Keefe, Bruyette & Woods Inc., said the transaction would allow U.S. Trust "to focus its energy on investment management, corporate trust, and private banking," which are growth areas for the company, as opposed to the processing business, which would have required major investment to remain competitive. "It's a winning move for U.S. Trust," he said.

The transaction, which is expected to close in the second quarter of 1995, includes a five-year, $10 million-per-year agreement under which Chase would provide securities processing for U.S. Trust's asset management and private banking businesses.

The deal would cause U.S. Trust to lose half its staff. About 1,150 employees currently working in U.S. Trust's securities processing business will become employees of Chase when the deal is closed. U.S. Trust's work force now numbers 2,700.

The deal is subject to the approval of U.S. Trust's shareholders, and the Internal Revenue Service. U.S. Trust share owners will receive proxies by mail, and a vote is scheduled for late January.

For its part, Chase claimed the U.S. Trust processing businesses will allow it to become "the world's largest custodian," with total trust and custody assets of $1.8 trillion in U.S. and cross-border assets.

Analysts said the deal will have no material effect on Chase's earnings. Chase said it plans to increase its stock buyback program to neutralize the earnings-per-share impact of the new common stock issued.

U.S. Trust used CS First Boston as its investment banker in the deal while Chase used internal staff. U.S. Trust shares closed Friday at $64.125, down $1. Chase shares were at $35.50, down 50 cents.

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