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: April 24, 2000 Commission file number 1-12151
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CHASE PREFERRED CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-3899576
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
270 Park Avenue, New York, NY 10017
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (212) 270-6000
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Item 2. Acquisition or Disposition of Assets.
On March 16, 2000, Chase Preferred Capital Corporation (the "Registrant")
announced that it had approved a series of transactions (the "Transactions")
pursuant to which the Registrant would acquire additional assets (the
"Additional Assets") consisting of:
- 100% participation interests in loans (and the related servicing rights)
originated or acquired by The Chase Manhattan Bank (the "Bank"), Chase
Manhattan Bank USA, National Association ("Chase USA"), or their
affiliates that are secured by residential second mortgages (the "Second
Mortgage Loans");
- 100% participation interests in loans (and the related servicing rights)
originated or acquired by the Bank, Chase USA or their affiliates that are
secured by first priority security interests in manufactured housing units
("Manufactured Housing Loans"); and
- nonrecourse intercompany loans (the "Intercompany Loans") made by the
Registrant to the Bank and Chase USA secured by a pledge by the applicable
borrower of outstanding loans under home equity lines of credit originated
or acquired by the borrower (the "HELOCs").
The Bank is the Registrant's parent corporation, and Chase USA is an
affiliate of the Registrant and the Bank. The basic terms of the Transaction, as
well as the nature of the relationships between the Corporation, the Bank and
the Bank's affiliates are more fully described in the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, to which reference is hereby
made.
The Registrant has completed the first phase of its implementation of the
Transactions by acquiring an aggregate of $4.755 billion of Additional Assets,
as follows:
- On April 7, 2000, the Registrant made approximately 2.627 billion
aggregate principal amount of Intercompany Loans, approximately $1.469 billion
of which were made to the Bank and approximately $1.158 billion of which were
made to Chase USA.
- On April 11, 2000, the Registrant acquired 100% participation interests
in approximately $2.128 billion aggregate principal amount of Second Mortgage
Loans, net of reserves. Of such additional Second Mortgage Loans, approximately
$101 million were acquired from the Bank and approximately $2.027 billion were
acquired from Chase USA.
The consideration paid for the Second Mortgage Loans and for the
Intercompany Loans made by the Registrant were funded through the issuance and
sale by the Registrant to the Bank of 4,800 shares of the Registrant's Floating
Rate Cumulative Preferred Stock, Series B (the "Series B Preferred Stock"), for
a purchase price of $1 million per share.
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The Registrant anticipates that it will complete the final phase of its
implementation of the Transactions on May 15, 2000 by acquiring participation
interests in approximately $2.1 billion aggregate principal amount of
Manufactured Housing Loans and additional Second Mortgage Loans. In addition, as
previously announced, the Registrant anticipates that on a monthly basis
following its initial acquisition , the Registrant will purchase additional 100%
participation interests in Second Mortgage Loans and Manufactured Housing Loans
originated or acquired by the Bank or Chase USA. At its discretion, the
Registrant may also make additional Intercompany Loans from time to time in the
future.
Forward-Looking Statements
The above contains statements that are forward looking within the meaning
of the Private Securities Litigation Reform Act of 1995. Those statements are
subject to risks and uncertainties and the Registrant's actual results may
differ from those set forth in the forward-looking statements. Those
uncertainties may include, among others, the risk of adverse impacts from an
economic downturn or changes in interest rates, factors impacting the adequacy
of the Registrant's allowance for loan losses, the Registrant's dependence upon
its affiliates and conflicts of interest that may arise with its affiliates. For
a more detailed discussion of those uncertainties, reference is made to the
Registrant's reports filed with the Securities and Exchange Commission, in
particular the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.
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SIGNATURE
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.
CHASE PREFERRED CAPITAL CORPORATION
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(Registrant)
Dated: April 24, 2000 By: /s/ Louis M. Morrell
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Louis M. Morrell
Treasurer
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