SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): September 27, 1999
Hambrecht & Quist Group
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11855 94-3246636
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
One Bush Street, San Francisco, California 94104
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (415) 439-3000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
The Chase Manhattan Corporation ("Chase") and Hambrecht & Quist
Group ("H&Q") have entered into an Agreement and Plan of Merger, dated as of
September 27, 1999 (the "Merger Agreement"), that provides, among other things,
that a subsidiary of Chase formed for the purpose of carrying out the
transactions contemplated by the Merger Agreement will initiate a tender offer,
pursuant to documents filed with the Securities and Exchange Commission, for all
of the outstanding shares of common stock, par value $.01, of H&Q ("H&Q Common
Stock") and, following completion of such tender offer, will merge with and into
H&Q (the "Merger"), subject to the terms and conditions of the Merger Agreement.
The Merger Agreement is included as Exhibit 2.1 to this Current Report on Form
8-K and is incorporated herein by reference.
As an inducement and condition to Chase entering into the Merger
Agreement, H&Q, as issuer, and Chase, as grantee, entered into a Stock Option
Agreement, dated as of September 27, 1999 (the "Option Agreement"), pursuant to
which H&Q granted to Chase an option to purchase 4,894,439 shares of H&Q Common
Stock (approximately 19.9% of those outstanding) at a price of $50.00 per share,
on certain terms and conditions set forth therein. The Option Agreement is
included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
As an inducement and condition to Chase entering into the Merger
Agreement, Chase and certain directors and executive officers of H&Q entered
into a Tender and Voting Agreement, dated as of September 27, 1999 (the "Tender
Agreement"). The Tender Agreement is included as Exhibit 99.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
In connection with the execution and delivery of the Merger
Agreement, Chase, through its subsidiary Chase Securities Inc., entered into an
employment agreement with Daniel H. Case III, Chairman of the Board and Chief
Executive Officer of H&Q, the term of employment contemplated thereby to
commence upon consummation of the Merger. The Employment Agreement is included
as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by
reference.
A copy of the joint press release dated September 28, 1999 regarding
the Merger is attached as Exhibit 99.4 hereto and is incorporated herein by
reference.
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
Exhibit Number Description
4.1 Agreement and Plan of Merger, dated as of September 27,
1999, by and among The Chase Manhattan Corporation, Hambrecht &
Quist Group and Bridge Acquisition Corporation (incorporated by
reference to Exhibit 11(c)(1) to the tender offer statement on
Schedule 14D-1 of The Chase Manhattan Corporation and Bridge
Acquisition Corporation).
99.1 Stock Option Agreement, dated as of September 27, 1999,
between The Chase Manhattan Corporation and Hambrecht & Quist
Group (incorporated by reference to Exhibit 11(c)(3) to the
tender offer statement on Schedule 14D-1 of The Chase Manhattan
Corporation and Bridge Acquisition Corporation).
99.2 Tender and Voting Agreement, dated as of September 27,
1999, among The Chase Manhattan Corporation and the individuals
whose names are set forth on the signature pages thereto
(incorporated by reference to Exhibit 11(c)(2) to the tender
offer statement on Schedule 14D-1 of The Chase Manhattan
Corporation and Bridge Acquisition Corporation).
99.3 Employment Agreement, dated as of September 27, 1999,
between Daniel H. Case III and Chase Securities Inc.
(incorporated by reference to Exhibit 11(c)(4) to the tender
offer statement on Schedule 14D-1 of The Chase Manhattan
Corporation and Bridge Acquisition Corporation).
99.4 Joint Press Release issued by The Chase Manhattan
Corporation and Hambrecht & Quist Group on September 28, 1999
(incorporated by reference to Exhibit 11(a)(8) to the tender
offer statement on Schedule 14D-1 of The Chase Manhattan
Corporation and Bridge Acquisition Corporation).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
HAMBRECHT & QUIST GROUP
By: /s/ Steven N. Machtinger
Name: Steven N. Machtinger
Title: General Counsel and Secretary
Dated: October 7, 1999
