SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT
TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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HAMBRECHT & QUIST GROUP
(Name of subject company)
HAMBRECHT & QUIST GROUP
(Name of person(s) filing statement)
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Common Stock, par value $.01 per share
(Title of class of securities)
406545103
(CUSIP number of class of securities)
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Steven N. Machtinger, Esq.
General Counsel and Secretary
One Bush Street
San Francisco, California 94104
(415) 439-3000
(Name, address and telephone number of person authorized
to receive notice and communications on behalf of
person(s) filing statement)
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With a Copy To:
Edward D. Herlihy, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
<PAGE>
AMENDMENT NO. 1
TO SCHEDULE 14D-9
This Amendment No. 1 ("Amendment No. 1") to Schedule 14D-9 amends and
supplements the Schedule 14D-9 filed with the Securities and Exchange Commission
on October 4, 1999 (the "Schedule 14D-9") by Hambrecht & Quist Group (the
"Company"), relating to a tender offer (the "Offer") commenced by Bridge
Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of
The Chase Manhattan Corporation, a Delaware corporation ("Parent"), on October
4, 1999 to purchase all of the outstanding shares of common stock, par value
$.01 per share, of the Company (the "Common Stock"). Unless otherwise indicated,
all capitalized terms used but not defined herein shall have the meanings
assigned to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
On December 2, 1999, Parent issued a press release announcing that the
Board of Governors of the Federal Reserve System has approved the acquisition of
the Company by Parent. The press release further announces that, as a result of
the receipt of this approval, Parent currently anticipates that there will be no
further extension of the tender offer beyond the currently scheduled expiration
time of midnight on December 8, 1999, if at that time at least 90% of the
issued and outstanding shares of the Company's common stock have been validly
tendered and not withdrawn. The press release also states that payment for
tendered shares will be made, subject to the terms and conditions of the tender
offer, promptly after the expiration time. The full text of the press release is
set forth in Exhibit (a)(7) and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented as follows:
(a)(7) Press Release issued by The Chase Manhattan Corporation
on December 2, 1999.
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
December 2, 1999
HAMBRECHT & QUIST GROUP
By: /s/ Steven N. Machtinger
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Steven N. Machtinger
General Counsel and Secretary
Exhibit (a)(7)
FOR IMMEDIATE RELEASE
Investor Contact: John Borden Media Contacts: James Finn
(212) 270-7318 (212) 270-7438
John Meyers
(212) 270-7454
CHASE ANNOUNCES FEDERAL RESERVE BOARD APPROVAL
FOR THE ACQUISITION OF HAMBRECHT & QUIST
New York, December 2, 1999 -- The Chase Manhattan Corporation (NYSE: CMB)
announced today that the Board of Governors of the Federal Reserve System has
approved the acquisition of Hambrecht & Quist Group by Chase. The acquisition is
being effected by a tender offer for all of the outstanding shares of common
stock of Hambrecht & Quist Group.
As a result of the receipt of this approval, Chase currently anticipates that
there will be no further extension of the tender offer beyond the currently
scheduled expiration time of midnight on December 8, 1999, if at that time at
least 90% of the issued and outstanding shares of Hambrecht & Quist Group common
stock have been validly tendered and not withdrawn. Payment for tendered shares
will be made, subject to the terms and conditions of the tender offer, promptly
after the expiration time.
As of 4:00 p.m. EST on December 2, 1999, approximately 21.1 million shares of
Hambrecht & Quist Group common stock, representing approximately 70.6% on a
fully-diluted basis and approximately 85.1% on an issued and outstanding basis,
had been validly issued and not withdrawn.
The Chase Manhattan Corporation, with more than $370 billion in assets, is one
of the world's premier financial services institutions, with operations in 48
countries around the globe. Chase has top-tier ranking in all areas of
investment banking, private banking, trading and global markets activities as
well as information and transaction processing. Chase is a leading provider of
financial solutions to large corporations, financial institutions, government
entities, middle market firms, small businesses and individuals, and has
relationships with more than 30 million consumers across the United States
through products and services such as credit cards, mortgages, online banking,
debit cards, deposit products and auto loans. Chase can be reached on the Web at
www.chase.com.
