<PAGE> 1
Pursuant to Rule 424(b)(5)
Registration No. 33-51044
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 23, 1992
[LOGO]
9,100,000 SHARES
THE CHASE MANHATTAN CORPORATION
PREFERRED STOCK, ADJUSTABLE RATE SERIES N
(CUMULATIVE, STATED VALUE $25 PER SHARE)
------------------------
Dividends on the Preferred Stock, Adjustable Rate Series N ("Series N
Preferred Stock"), of The Chase Manhattan Corporation (the "Company") will be
cumulative from May 10, 1994, payable quarterly on March 31, June 30, September
30 and December 31 of each year, commencing June 30, 1994. The dividend rate for
the initial dividend period from May 10, 1994 to and including June 30, 1994
will be 6.21% per annum, which is equivalent to $.2156 per share. Thereafter,
dividends on the Series N Preferred Stock will be payable at the "Applicable
Rate" from time to time in effect. The Applicable Rate for any dividend period
will be equal to 85% of the highest of the "Treasury Bill Rate", the "Ten Year
Constant Maturity Rate" and the "Thirty Year Constant Maturity Rate" determined
in advance of such dividend period. The Applicable Rate for any dividend period
will not be less than 4.50% per annum nor greater than 10.50% per annum. See
"DESCRIPTION OF SERIES N PREFERRED STOCK -- Adjustable Rate Dividends" in this
Prospectus Supplement.
The shares of Series N Preferred Stock being offered hereby will not be
redeemable prior to June 30, 1999. On or after such date, the shares of Series N
Preferred Stock will be redeemable at the option of the Company, as a whole or
in part, at any time or from time to time at their stated value of $25 per share
plus accrued and unpaid dividends to the redemption date.
Application will be made to list the shares of Series N Preferred Stock on
the New York Stock Exchange. Approval of such application will be subject, among
other things, to satisfactory distribution of the Series N Preferred Stock.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2)(3) COMPANY(1)(3)(4)
---------------------------------------------------------------
<S> <C> <C> <C>
Per Share.................................. $25.00 $.7875 $24.2125
Total...................................... $227,500,000 $7,166,250 $220,333,750
- ---------------
<FN>
(1) Plus accrued dividends, if any, from May 10, 1994.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "UNDERWRITING".
(3) The Underwriting Discount will be $.50 per share with respect to any share
of Series N Preferred Stock sold to certain institutions. Therefore, to the
extent of any such sales to such institutions, the actual total Underwriting
Discount will be less than, and the actual total Proceeds to Company will be
greater than, the amounts shown in the table above.
(4) Before deducting expenses payable by the Company estimated at $250,000.
</TABLE>
------------------------
The shares of Series N Preferred Stock are offered severally by the
Underwriters as specified herein, subject to receipt and acceptance by them and
subject to their right to reject orders in whole or in part. It is expected that
the shares of Series N Preferred Stock will be ready for delivery in New York,
New York on or about May 9, 1994.
------------------------
GOLDMAN, SACHS & CO.
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED
SMITH BARNEY SHEARSON INC.
------------------------
The date of this Prospectus Supplement is April 29, 1994.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES N
PREFERRED STOCK OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK
STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------------
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the shares of
the Series N Preferred Stock for general corporate purposes, which may include
the redemption of certain of the Company's outstanding preferred stock,
repayment of outstanding indebtedness of the Company and advances to or
investments in banking and non-banking subsidiaries of the Company.
INTERIM RESULTS
On April 18, 1994, the Corporation announced its results for the first
quarter of 1994. The following is a summary of such results. The Corporation's
announcement is fully set forth as an exhibit to the Company's Current Report on
Form 8-K dated April 18, 1994, which is incorporated herein by reference. As
used herein the term "Corporation" means the Company and its consolidated
subsidiaries.
FIRST QUARTER 1994 EARNINGS
The Corporation reported first quarter 1994 net income of $364 million
($1.80 per share), up 138% from the $153 million ($.74 per share) reported for
the first quarter of 1993.
Net Interest Revenue -- Taxable Equivalent Basis
Net interest revenue, on a taxable equivalent basis, was $958 million for
the first quarter of 1994, compared with $1,056 million for the first quarter of
1993. Excluding first quarter 1993 interest revenue of $142 million from the
sale of Brazilian past due interest (PDI) bonds, net interest revenue for the
first quarter of 1994 increased by $44 million, or 5%, from the same period last
year.
The net interest margin was 4.17% for the first quarter of 1994, compared
with 4.94% (4.28% excluding Brazilian PDI bonds) reported for the first quarter
of 1993. Average interest-earning assets were $93.1 billion for the first
quarter of 1994, compared with $86.7 billion for the first quarter of 1993.
Average loans decreased to $61.3 billion for the first quarter of 1994 from the
$62.1 billion level reported for the first quarter of 1993, primarily due to the
reductions in commercial real estate and refinancing countries loans, which were
partially offset by increases in consumer loans.
Noninterest Revenue
Total noninterest revenue for the first quarter of 1994 was $853 million,
compared with $658 million for the first quarter of 1993, reflecting increases
in all categories of noninterest revenue.
Total trading revenue for the first quarter of 1994 was $179 million,
slightly higher than the $175 million reported for the first quarter of 1993.
The Corporation experienced generally good customer demand for derivative
products and foreign exchange transactions. In addition, substantial revenue was
realized in the earlier part of the quarter from reducing emerging markets
trading positions, partially offset by the effects of the decline in market
values during the latter part of the quarter.
Total fees and commissions for the first quarter of 1994 were $446 million,
compared with $367 million for the first quarter of 1993. This increase of 22%
reflects increases in all categories of fee revenue. Total consumer banking
fees, including credit card and mortgage banking fees, were $144 million for the
first quarter of 1994, an increase of 23% over the $117 million reported for the
first quarter of 1993. Mortgage
S-2
<PAGE> 3
banking fees for the first quarter of 1993 were unfavorably impacted by $34
million from the accelerated write-down of mortgage servicing assets, compared
with no such write-downs in the first quarter of 1994. Fee revenue from trust
and fiduciary activities was $142 million for the first quarter of 1994,
compared with $107 million for the first quarter of 1993. This increase of 33%
was primarily due to increased transaction volume and continued growth in trust
and custody assets. Investment banking fee revenue from global corporate finance
activities increased 24% to $47 million in the first quarter of 1994 over the
$38 million reported for the same period last year due to improved transaction
volume.
Other revenue for the first quarter of 1994 was $228 million, compared with
$116 million for the first quarter of 1993. This increase was primarily due to
the further liquidation of real estate assets held for accelerated disposition
and sales of Brady bonds in the investment securities available for sale
portfolio which yielded gains of $53 million and $71 million, respectively, and
continued strong corporate finance-related equity gains.
Other Operating Expenses
Total operating expenses were $1,057 million for the first quarter of 1994
and $1,301 million for the first quarter of 1993, which included a $318 million
provision for selected real estate properties acquired in satisfaction of loans,
including loans classified as in-substance foreclosures ("ORE") held for
accelerated disposition. Operating expenses for the first quarter of 1994
included $8 million applicable to the second quarter 1993 acquisition of Troy
and Nichols, Inc. and $37 million of ORE valuation losses and expenses.
Operating expenses for the first quarter of 1993 included $38 million of ORE
expenses. In addition, first quarter 1994 operating expenses reflected the cost
of funding business growth opportunities, particularly in the Corporation's
global trading and capital markets activities, global securities servicing and
national consumer products.
Income Taxes
The provision for income taxes for the first quarter of 1994 was $223
million, compared with a net income tax benefit of $174 million recorded in the
first quarter of 1993. Excluding the tax benefits applicable to the special
provisions for the accelerated disposition portfolio, the Corporation's first
quarter 1993 tax provision would have been approximately $137 million. In
addition, in the first quarter of 1993, the Corporation adopted Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes, which
resulted in a $500 million net benefit reflected as a cumulative effect of a
change in accounting principle.
Provision for Possible Credit Losses and Net Loan Charge-Offs
The provision for possible credit losses for the first quarter 1994 was
$160 million, compared with $360 million for the first quarter of 1993,
excluding the accelerated disposition portfolio.
Net loan charge-offs (excluding the accelerated disposition portfolio) for
the first quarter of 1994 were $156 million, down $64 million from the $220
million for the first quarter of 1993. Domestic consumer net loan charge-offs
for the first quarter of 1994 were $94 million, compared with $103 million for
the first quarter of 1993. Domestic commercial real estate net loan charge-offs
(excluding the accelerated disposition portfolio) for the first quarter of 1994
were $51 million, compared with $91 million for the first quarter of 1993.
Reserve for Possible Credit Losses
At March 31, 1994, the reserve for possible credit losses was $1,429
million, or 2.32% of total loans and 134% of nonaccrual loans (excluding the
accelerated disposition portfolio), compared with $1,912 million, or 3.21% of
total loans and 67% of nonaccrual loans (excluding the accelerated disposition
portfolio) at March 31, 1993.
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<PAGE> 4
Nonaccrual Outstandings and ORE
At March 31, 1994 and 1993, total nonaccrual outstandings (excluding the
accelerated disposition portfolio) were $1,068 million and $2,856 million,
respectively, of which $469 million and $1,061 million, respectively, were
domestic commercial real estate outstandings and $69 million and $996 million,
respectively, were cross-border outstandings to borrowers in refinancing
countries. Total ORE (excluding the accelerated disposition portfolio) totaled
$819 million at March 31, 1994, compared with $748 million at March 31, 1993.
Domestic Commercial Real Estate Assets
Total domestic commercial real estate assets (loans and ORE, excluding the
accelerated disposition portfolio) were approximately $3.7 billion at March 31,
1994, compared with approximately $5.3 billion at March 31, 1993. At March 31,
1994 and March 31, 1993, commercial real estate assets held for accelerated
disposition were $121 million and $1,024 million, respectively.
Subsequent Event
On April 15, 1994, pursuant to the Brazilian restructuring, the Corporation
exchanged its eligible Brazilian loans for Brazilian Brady bonds. The exchange
is expected to have a positive impact on the Corporation's financial condition,
beginning in the second quarter of 1994.
S-4
<PAGE> 5
SUMMARY FINANCIAL DATA
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1994 1993
-------- -------
(DOLLARS IN MILLIONS,
EXCEPT PER SHARE
AMOUNTS)
(UNAUDITED)
<S> <C> <C>
Statement of Income Information:
Net interest revenue................................................ $ 951 $ 1,048
Less: Provision for possible credit losses.......................... 160 360
Less: Provision for loans held for accelerated disposition.......... -- 566
-------- -------
Net interest revenue after provisions for possible credit losses and
loans
held for accelerated disposition................................. 791 122
Total noninterest revenue........................................... 853 658
Less: Provision for ORE held for accelerated disposition............ -- 318
Less: Other operating expenses...................................... 1,057 983
-------- -------
Income (loss) before taxes.......................................... 587 (521)
Applicable income taxes (benefits).................................. 223 (174)
-------- -------
Net income (loss) before cumulative effect of change in accounting
principle........................................................ 364 (347)
Cumulative effect of change in accounting principle -- adoption of
SFAS No. 109..................................................... -- 500
-------- -------
Net income.......................................................... $ 364 $ 153
-------- -------
-------- -------
Net income applicable to common stock............................... $ 333 $ 117
-------- -------
-------- -------
Average common shares outstanding (in millions)....................... 185.4 157.6
Per common share:
Earnings (loss) before cumulative effect of change in accounting
principle*....................................................... $ 1.80 $ (2.43)
Cumulative effect of change in accounting principle -- adoption of
SFAS No. 109*.................................................... -- 3.17
-------- -------
Earnings based on average shares outstanding........................ $ 1.80 $ 0.74
-------- -------
-------- -------
Cash dividends declared............................................. $ 0.33 $ 0.30
Statement of Condition Information:
Total assets........................................................ $112,592 $94,071
Total loans, net.................................................... 60,206 57,562
Total deposits...................................................... 68,626 64,753
Intermediate-and long-term debt..................................... 5,509 6,689
Common stockholders' equity......................................... 6,755 5,138
Total stockholders' equity.......................................... 8,154 6,787
Profitability Ratios:
Return on average common stockholders' equity....................... 20.2% 9.3%
Return on average assets............................................ 1.28 0.62
Capital (period-end):
Common stockholders' equity as a % of total assets.................. 6.00%** 5.46%
Total stockholders' equity as a % of total assets................... 7.24** 7.21
Tier 1 capital as a % of net risk-weighted assets................... 8.43 7.10
Total capital as a % of net risk-weighted assets.................... 12.94 11.60
- ---------------
<FN>
* Based on average common shares outstanding.
** The common and total equity ratios decreased .59% and .71%, respectively,
from the adoption of Financial Accounting Standards Board Interpretation No.
39, Offsetting of Amounts Related to Certain Contracts, at January 1, 1994,
which resulted in an increase to the Trading Account Assets and Liabilities
of approximately $10 billion.
</TABLE>
S-5
<PAGE> 6
RATIOS OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS
The following are the consolidated ratios of earnings to fixed charges and
preferred stock dividend requirements for the Corporation for the three-month
period ended March 31, 1994 and for each of the years in the five-year period
ended December 31, 1993:
<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED DECEMBER 31,
ENDED MARCH 31, ------------------------------------------
1994 1993 1992 1991 1990 1989
--------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.... 1.8x 1.2 x 1.2 x 1.2 x * *
Including Interest on Deposits.... 1.4 1.1 1.1 1.1 * *
- ---------------
<FN>
* For the years ended December 31, 1990 and 1989, earnings did not cover fixed
charges and preferred stock dividend requirements by $231 million and $580
million, respectively, primarily as a result of large additions to the reserve
for possible credit losses and special charges.
</TABLE>
For purposes of computing the consolidated ratios, earnings represent net
income (loss) applicable to common stock plus applicable income taxes, fixed
charges and preferred stock dividend requirements, less cumulative effect of
change in accounting principle (for the year ended December 31, 1993) and equity
in undistributed earnings (losses) of unconsolidated subsidiaries and associated
companies. Fixed charges and preferred stock dividend requirements represent
interest expense (exclusive of interest on deposits in one case and inclusive of
such interest in the other), amortization of debt discount and issuance costs,
one-third (the amount deemed to represent an interest factor) of net rental
expense under all lease commitments and dividend requirements on the outstanding
preferred stock.
CERTAIN REGULATORY MATTERS
Additional rules and regulations have been promulgated under the Federal
Deposit Insurance Corporation Improvement Act of 1991. These relate to final
risk-based deposit insurance premium assessments, real estate lending standards,
interbank liabilities, truth-in-savings disclosures and auditing and reporting
requirements. The Company expects that these rules and regulations will result
in increased costs to the Company, The Chase Manhattan Bank, N.A. (the "Bank"),
the Company's principal banking subsidiary, and their affiliates; however, based
upon its assessment of the overall impact of these rules and regulations, the
Corporation does not expect any of them to have a material effect on its
operations. At March 31, 1994, the capital ratios of the Bank exceeded the
minimum capital ratios required of a "well capitalized" institution as defined
in the prompt corrective action rule, which became effective December 19, 1992,
described in the "REGULATORY DEVELOPMENTS" section of the accompanying
Prospectus.
S-6
<PAGE> 7
DESCRIPTION OF SERIES N PREFERRED STOCK
The following description of the particular terms of the shares of Series N
Preferred Stock offered hereby supplements, and to the extent inconsistent
therewith replaces, the description of the general terms and provisions of
Preferred Stock set forth in the accompanying Prospectus, to which description
reference is hereby made. Certain terms not defined in this description are
defined in the Prospectus.
Prior to the issuance of the Series N Preferred Stock, the Board of
Directors of the Company will adopt resolutions creating the Series N Preferred
Stock. The Series N Preferred Stock will have a stated value of $25 per share
and will be of the same class and rank equally with all of the Company's
presently outstanding series of Preferred Stock and will rank senior to the
Company's authorized but unissued Junior Participating Preferred Stock.
The Series N Preferred Stock will not be convertible into shares of Common
Stock of the Company and will not be subject to any sinking fund or other
obligation of the Company to repurchase or retire the Series N Preferred Stock.
DIVIDENDS
Holders of shares of Series N Preferred Stock will be entitled to receive,
when and as declared by the Board of Directors of the Company out of assets of
the Company legally available for payment, cash dividends at the rate of 6.21%
per annum or $.2156 per share for the initial dividend period from May 10, 1994
to and including June 30, 1994 and at a rate per annum equal to the Applicable
Rate, from time to time in effect, for each quarterly dividend period
thereafter. Dividends on the Series N Preferred Stock will be payable quarterly
on March 31, June 30, September 30 and December 31 of each year, commencing June
30, 1994. Each such dividend will be payable to holders of record as they appear
on the stock books of the Company on such record dates, not exceeding thirty
days preceding the payment dates thereof, as shall be fixed by the Board of
Directors of the Company. Dividends on the Series N Preferred Stock will be
cumulative. If for any dividend period or periods full cumulative dividends on
any share or shares of Preferred Stock have not been paid or declared and set
apart for payment or the Company is in default or in arrears with respect to any
sinking fund or other arrangement for the purchase or redemption of any shares
of Preferred Stock, the Company may not declare any dividends on, or make any
payment on account of the purchase, redemption or other retirement of, its
Common Stock or any other stock of the Company ranking as to dividends or
distribution of assets junior to the Preferred Stock.
ADJUSTABLE RATE DIVIDENDS
Except as provided below in this paragraph, the "Applicable Rate" for any
dividend period (other than the initial dividend period) will be equal to 85% of
the Effective Rate (as defined below), but not less than 4.50% per annum, or
more than 10.50% per annum. The "Effective Rate" for any dividend period will be
equal to the highest of the Treasury Bill Rate, the Ten Year Constant Maturity
Rate and the Thirty Year Constant Maturity Rate (each as defined below) for such
dividend period. In the event that the Company determines in good faith that for
any reason:
(i) any one of the Treasury Bill Rate, the Ten Year Constant Maturity
Rate or the Thirty Year Constant Maturity Rate cannot be determined for any
dividend period, then the Effective Rate for such dividend period will be
equal to the higher of whichever two of such rates can be so determined;
(ii) only one of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate can be determined
for any dividend period, then the Effective Rate for such dividend period
will be equal to whichever such rate can be so determined; or
(iii) none of the Treasury Bill Rate, the Ten Year Constant Maturity
Rate or the Thirty Year Constant Maturity Rate can be determined for any
dividend period, then the Effective Rate for the preceding dividend period
will be continued for such dividend period.
S-7
<PAGE> 8
Except as described below in this paragraph, the "Treasury Bill Rate" for
each dividend period will be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate is published during the relevant Calendar
Period (as defined below)) for three-month U.S. Treasury bills, as published
weekly by the Federal Reserve Board (as defined below) during the Calendar
Period immediately preceding the last ten calendar days preceding the dividend
period for which the dividend rate on the Series N Preferred Stock is being
determined. In the event that the Federal Reserve Board does not publish such a
weekly per annum market discount rate during any such Calendar Period, then the
Treasury Bill Rate for such dividend period will be the arithmetic average of
the two most recent weekly per annum market discount rates (or the one weekly
per annum market discount rate, if only one such rate is published during the
relevant Calendar Period) for three-month U.S. Treasury bills, as published
weekly during such Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Company. In the event that a per
annum market discount rate for three-month U.S. Treasury bills is not published
by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then the Treasury
Bill Rate for such dividend period will be the arithmetic average of the two
most recent weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published during the relevant
Calendar Period) for all of the U.S. Treasury bills then having remaining
maturities of not less than 80 nor more than 100 days, as published during such
Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board
does not publish such rates, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Company. In the event that the
Company determines in good faith that for any reason no such U.S. Treasury bill
rates are published as provided above during such Calendar Period, then the
Treasury Bill Rate for such dividend period will be the arithmetic average of
the per annum market discount rates based upon the closing bids during such
Calendar Period for each of the issues of marketable non-interest-bearing U.S.
Treasury securities with a remaining maturity of not less than 80 nor more than
100 days from the date of each such quotation, as chosen and quoted daily for
each business day in New York City (or less frequently if daily quotations are
not generally available) to the Company by at least three recognized dealers in
U.S. Government securities selected by the Company. In the event that the
Company determines in good faith that for any reason the Company cannot
determine the Treasury Bill Rate for any dividend period as provided above in
this paragraph, the Treasury Bill Rate for such dividend period will be the
arithmetic average of the per annum market discount rates based upon the closing
bids during such Calendar Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a remaining maturity of not less
than 80 nor more than 100 days, as chosen and quoted daily for each business day
in New York City (or less frequently if daily quotations are not generally
available) to the Company by at least three recognized dealers in U.S.
Government securities selected by the Company.
Except as described below in this paragraph, the "Ten Year Constant
Maturity Rate" for each dividend period will be the arithmetic average of the
two most recent weekly per annum Ten Year Average Yields (as defined below) (or
the one weekly per annum Ten Year Average Yield, if only one such yield is
published during the relevant Calendar Period), as published weekly by the
Federal Reserve Board during the Calendar Period immediately preceding the last
ten calendar days preceding the dividend period for which the dividend rate on
the Series N Preferred Stock is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum Ten Year Average Yield
during such Calendar Period, then the Ten Year Constant Maturity Rate for such
dividend period will be the arithmetic average of the two most recent weekly per
annum Ten Year Average Yields (or the one weekly per annum Ten Year Average
Yield, if only one such yield is published during the relevant Calendar Period),
as published weekly during such Calendar Period by any Federal Reserve Bank or
by any U.S. Government department or agency selected by the Company. In the
event that a per annum Ten Year Average Yield is not published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Ten Year Constant
Maturity Rate for such dividend period will be the arithmetic average of the two
most recent weekly per annum average yields to maturity (or the one weekly per
annum average yield to maturity, if only one such yield is published during the
relevant Calendar Period) for all of the actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities (as
defined below)) then having remaining maturities of not less than eight nor more
than twelve years, as
S-8
<PAGE> 9
published during such Calendar Period by the Federal Reserve Board or, if the
Federal Reserve Board does not publish such yields, by any Federal Reserve Bank
or by any U.S. Government department or agency selected by the Company. In the
event that the Company determines in good faith that for any reason the Company
cannot determine the Ten Year Constant Maturity Rate for any dividend period as
provided above in this paragraph, then the Ten Year Constant Maturity Rate for
such dividend period will be the arithmetic average of the per annum average
yields to maturity based upon the closing bids during such Calendar Period for
each of the issues of actively traded marketable U.S. Treasury fixed interest
rate securities (other than Special Securities) with a final maturity date not
less than eight nor more than twelve years from the date of each such quotation,
as chosen and quoted daily for each business day in New York City (or less
frequently if daily quotations are not generally available) to the Company by at
least three recognized dealers in U.S. Government securities selected by the
Company.
Except as described below in this paragraph, the "Thirty Year Constant
Maturity Rate" for each dividend period will be the arithmetic average of the
two most recent weekly per annum Thirty Year Average Yields (as defined below)
(or the one weekly per annum Thirty Year Average Yield, if only one such yield
is published during the relevant Calendar Period), as published weekly by the
Federal Reserve Board during the Calendar Period immediately preceding the last
ten calendar days preceding the dividend period for which the dividend rate on
the Series N Preferred Stock is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum Thirty Year Average Yield
during such Calendar Period, then the Thirty Year Constant Maturity Rate for
such dividend period will be the arithmetic average of the two most recent
weekly per annum Thirty Year Average Yields (or the one weekly per annum Thirty
Year Average Yield, if only one such yield is published during the relevant
Calendar Period), as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by the
Company. In the event that a per annum Thirty Year Average Yield is not
published by the Federal Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar Period, then the
Thirty Year Constant Maturity Rate for such dividend period will be the
arithmetic average of the two most recent weekly per annum average yields to
maturity (or the one weekly per annum average yield to maturity, if only one
such yield is published during the relevant Calendar Period) for all of the
actively traded marketable U.S. Treasury fixed interest rate securities (other
than Special Securities) then having remaining maturities of not less than
twenty-eight nor more than thirty years, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve Board does not
publish such yields, by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Company. In the event that the Company
determines in good faith that for any reason the Company cannot determine the
Thirty Year Constant Maturity Rate for any dividend period as provided above in
this paragraph, then the Thirty Year Constant Maturity Rate for such dividend
period will be the arithmetic average of the per annum average yields to
maturity based upon the closing bids during such Calendar Period for each of the
issues of actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) with a final maturity date not less
than twenty-eight nor more than thirty years from the date of each such
quotation, as chosen and quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally available) to the Company
by at least three recognized dealers in U.S. Government securities selected by
the Company.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty
Year Constant Maturity Rate will each be rounded to the nearest five hundredths
of a percent.
The Applicable Rate with respect to each dividend period (other than the
initial dividend period) will be calculated as promptly as practicable by the
Company according to the appropriate method described above. The Company will
cause each Applicable Rate to be published in a newspaper of general circulation
in New York City before the commencement of the dividend period to which it
applies and will cause notice of such Applicable Rate to be enclosed with the
dividend payment checks next mailed to the holders of Series N Preferred Stock.
As used above, the term "Calendar Period" means a period of fourteen
calendar days; the term "Federal Reserve Board" means the Board of Governors of
the Federal Reserve System; the term "Special Securities" means securities which
can, at the option of the holder, be surrendered at face value in payment of any
Federal
S-9
<PAGE> 10
estate tax or which provide tax benefits to the holder and are priced to reflect
such tax benefits or which were originally issued at a deep or substantial
discount; the term "Ten Year Average Yield" means the average yield to maturity
for actively traded marketable U.S. Treasury fixed interest rate securites
(adjusted to constant maturities of ten years); and the term "Thirty Year
Average Yield" means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities (adjusted to constant
maturities of thirty years).
LIQUIDATION RIGHTS
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of shares of Series N Preferred Stock are
entitled to receive out of assets of the Company available for distribution to
stockholders, before any distribution of assets is made to holders of Common
Stock or of any other shares of stock of the Company ranking as to such a
distribution junior to the shares of Series N Preferred Stock, liquidating
distributions, in the amount of $25 per share plus accrued and unpaid dividends.
After payment of such a liquidating distribution, the holders of shares of
Series N Preferred Stock will not be entitled to any further participation in
any distribution of assets by the Company.
REDEMPTION
Shares of Series N Preferred Stock are not redeemable prior to June 30,
1999. On or after such date, the shares of Series N Preferred Stock will be
redeemable at the option of the Company, as a whole or in part, at any time or
from time to time on not less than 30 nor more than 60 days notice, at their
stated value of $25 per share plus accrued and unpaid dividends to the
redemption date. Under current regulations, the Company may not exercise its
option to redeem shares of Series N Preferred Stock without the prior approval
of the Federal Reserve Board. Ordinarily, the Federal Reserve Board would not
permit such a redemption unless 1) the shares are redeemed with the proceeds of
a sale by the Company of Common Stock or perpetual Preferred Stock and 2) the
Federal Reserve Board determines that an issuer's capital position after such
redemption would clearly be adequate and that the issuer's condition and
circumstances warrant the reduction of a source of permanent capital.
TRANSFER AGENT AND REGISTRAR
Mellon Securities Trust Company will be the transfer agent, registrar,
dividend disbursing agent and redemption agent for the Series N Preferred Stock.
S-10
<PAGE> 11
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters, for whom Goldman, Sachs
& Co., Bear, Stearns & Co. Inc., Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Smith Barney
Shearson Inc. are acting as representatives, has severally agreed to purchase,
the number of shares of Series N Preferred Stock set forth opposite its name
below:
<TABLE>
<CAPTION>
NUMBER
OF
UNDERWRITER SHARES
--------
<S> <C>
Goldman, Sachs & Co. ..................................................... 1,063,500
Bear, Stearns & Co. Inc. ................................................. 1,063,500
Lehman Brothers Inc. ..................................................... 1,063,500
Merrill Lynch, Pierce, Fenner & Smith Incorporated........................ 1,063,500
Morgan Stanley & Co. Incorporated......................................... 1,063,500
Smith Barney Shearson Inc................................................. 1,063,500
Alex. Brown & Sons Incorporated........................................... 140,500
CS First Boston Corporation............................................... 140,500
Dean Witter Reynolds Inc.................................................. 140,500
Dillon, Read & Co. Inc.................................................... 140,500
Donaldson, Lufkin & Jenrette Securities Corporation....................... 140,500
A.G. Edwards & Sons, Inc.................................................. 140,500
Keefe, Bruyette & Woods, Inc.............................................. 140,500
Kemper Securities, Inc.................................................... 140,500
Kidder, Peabody & Co. Incorporated........................................ 140,500
Oppenheimer & Co., Inc.................................................... 140,500
PaineWebber Incorporated.................................................. 140,500
Prudential Securities Incorporated........................................ 140,500
Salomon Brothers Inc...................................................... 140,500
Advest, Inc............................................................... 42,500
Robert W. Baird & Co. Incorporated........................................ 42,500
J.C. Bradford & Co........................................................ 42,500
Cowen & Company........................................................... 42,500
Craigie Incorporated...................................................... 42,500
Doley Securities, Inc..................................................... 42,500
Fahnestock & Co. Inc...................................................... 42,500
First Albany Corporation.................................................. 42,500
J.B. Hanauer & Co......................................................... 42,500
Interstate/Johnson Lane Corporation....................................... 42,500
Edward D. Jones & Co...................................................... 42,500
Legg Mason Wood Walker Incorporated....................................... 42,500
Mendham Capital Group, Inc................................................ 42,500
Montgomery Securities..................................................... 42,500
Piper Jaffray Inc......................................................... 42,500
Pryor, McClendon, Counts & Co., Inc....................................... 42,500
Raymond James & Associates, Inc........................................... 42,500
Muriel Siebert & Co., Inc................................................. 42,500
Sturdivant & Co., Inc..................................................... 42,500
Utendahl Capital Partners, L.P............................................ 42,500
Wheat, First Securities, Inc.............................................. 42,500
--------
Total......................................................... 9,100,000
--------
--------
</TABLE>
The Underwriting Agreement provides that the Underwriters will be obligated
to purchase all the shares of Series N Preferred Stock offered hereby if any are
purchased.
S-11
<PAGE> 12
The Underwriters have advised the Company that they propose initially to
offer the shares of Series N Preferred Stock to the public at the public
offering price set forth on the cover page of this Prospectus Supplement, and to
certain dealers at such price less a concession not in excess of $.50 per share;
provided, however, that such concession shall not be in excess of $.30 per share
for sales to certain institutions. The Underwriters may allow, and such dealers
may reallow, a discount not in excess of $.25 per share to certain other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
Certain of the Underwriters engage in transactions with, and from time to
time have performed services for, the Corporation in the ordinary course of
business.
The Series N Preferred Stock is a new issue of securities with no
established trading market. Application will be made to list the Series N
Preferred Stock on the New York Stock Exchange. There can be no assurance as to
the liquidity of the trading market for the Series N Preferred Stock.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Company has agreed that during the period prior to the earlier of the
closing date and the date on which any price restrictions on the sale of the
Series N Preferred Stock are terminated, it will not offer or sell, or cause any
subsidiary to offer or sell, in the United States, without the prior consent of
the Underwriters, any preferred stock which is substantially similar to the
Series N Preferred Stock.
LEGAL OPINIONS
The validity of the Series N Preferred Stock is being passed upon for the
Company by Robert B. Adams, Senior Vice President and Deputy General Counsel of
the Company and the Bank, and for the Underwriters by Simpson Thacher & Bartlett
(a partnership which includes professional corporations), New York, New York. As
of March 31, 1994, Mr. Adams was the beneficial owner of or had options to
purchase less than 0.02% of the outstanding shares of Common Stock of the
Company.
S-12
<PAGE> 13
PROSPECTUS
LOGO
$600,000,000
THE CHASE MANHATTAN CORPORATION
PREFERRED STOCK
------------------------
The Chase Manhattan Corporation (the "Company") may from time to time
issue, in series, shares of its preferred stock without par value ("Preferred
Stock") at an aggregate initial offering price of not more than $600,000,000.
Each series of Preferred Stock will be offered on terms to be determined at the
time of sale. The specific designation, number of shares, stated value per
share, liquidation preference, initial public offering price, dividend rate or
rates (or method of ascertaining the same), dividend payment dates, any
conversion, exchange, redemption or sinking fund provisions, listing on any
securities exchange, and other specific terms of or in connection with the
offering or sale of the series of Preferred Stock in respect of which this
Prospectus is being delivered will be set forth in an accompanying Prospectus
Supplement.
Shares of Preferred Stock may be sold directly by the Company, through
agents designated from time to time or to or through underwriters or dealers.
See "PLAN OF DISTRIBUTION". If any agents of the Company or any underwriters are
involved in the sale of any shares of Preferred Stock in respect of which this
Prospectus is being delivered, the names of such agents or underwriters and any
applicable commissions or discounts will be set forth in a Prospectus
Supplement. The net proceeds to the Company from such sale also will be set
forth in a Prospectus Supplement.
------------------------
THE SHARES OF PREFERRED STOCK ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NON-BANK SUBSIDIARY OF THE COMPANY AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY
OTHER GOVERNMENT AGENCY.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS OR THE PROSPECTUS
SUPPLEMENT TO WHICH IT RELATES. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SHARES OF PREFERRED
STOCK UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
------------------------
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 23, 1992.
<PAGE> 14
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Proxy statements, reports and other information concerning the
Company can be inspected and copied at the Commission's office at 450 Fifth
Street, N.W., Washington, D.C. 20549 and the Commission's Regional Offices in
New York (75 Park Place, 14th Floor, New York, New York 10007) and Chicago
(Northwestern Atrium Center, 500 W. Madison Street, Suite 1400, Chicago,
Illinois 60661), and copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Proxy statements, reports and other information
concerning the Company also may be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. This Prospectus
does not contain all the information set forth in the Registration Statement and
Exhibits thereto which the Company has filed with the Commission under the
Securities Act of 1933 (the "Act") and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents of the
Company heretofore filed by it with the Commission:
(i) Annual Report on Form 10-K for the year ended December 31, 1991,
filed pursuant to Section 13 of the Exchange Act, including the portions of
THE CHASE MANHATTAN CORPORATION 1991 ANNUAL REPORT incorporated therein
(the "1991 Annual Report").
(ii) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1992 and June 30, 1992, filed pursuant to Section 13 of the Exchange Act.
(iii) Current Reports on Form 8-K dated January 13, 1992, February 11,
1992, April 20, 1992, May 1, 1992, May 15, 1992, June 15, 1992, June 17,
1992, July 13, 1992, July 27, 1992 and July 30, 1992 filed pursuant to
Section 13 of the Exchange Act.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Preferred Stock of the Company offered hereby
shall be deemed to be incorporated by reference into this Prospectus. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE,
UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN, EXCEPT FOR THE EXHIBITS TO SUCH DOCUMENTS (OTHER THAN EXHIBITS
EXPRESSLY INCORPORATED BY REFERENCE THEREIN). WRITTEN REQUESTS SHOULD BE
DIRECTED TO:
THE CHASE MANHATTAN CORPORATION
1 CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10081
ATTENTION: OFFICE OF THE SECRETARY
TELEPHONE REQUESTS MAY BE DIRECTED TO (212) 552-6511.
2
<PAGE> 15
THE CHASE MANHATTAN CORPORATION
The Company is a bank holding company that was incorporated in 1969 and
whose principal subsidiary is The Chase Manhattan Bank (National Association)
(the "Bank"). As used herein, the term "Corporation" means the Company and its
consolidated subsidiaries and the term "Bank" means the Bank and its
subsidiaries.
In addition to the Bank, the Corporation holds investments in other
subsidiaries that provide a variety of financial services, including mortgage
banking, commercial and consumer financing, investment banking and securities
trading. Over the last few years, the Corporation has focused its business and
marketing efforts on two types of customers -- retail (individuals and small
businesses) and wholesale (primarily large corporations and institutions).
The Corporation's business groups serving retail customers are Consumer
Products, Regional Banking and The Chase Manhattan Private Bank; those serving
wholesale customers are Global Corporate Finance, Global Risk Management and
Transaction and Information Services.
The Company's ability to pay dividends on its preferred and common stock is
derived from several sources, including dividends from its banking and
nonbanking subsidiaries. The ability of the Company's banking subsidiaries to
pay dividends is subject to certain restrictions.
National banks are subject to various legal limitations which prohibit the
payment of dividends in certain circumstances and restrict the amount that may
be paid without the prior approval of the Office of the Comptroller of the
Currency ("OCC"). A national bank may not pay a dividend if that dividend would
exceed its net profits, as defined by national banking laws, then on hand.
Without the approval of the OCC, a national bank may not pay a dividend in any
given year in an amount greater than its net profits for that year combined with
its retained net profits from the preceding two years.
Under these limitations, the Bank could not declare any dividends at June
30, 1992, while Chase Lincoln First Bank, N.A. ("Chase Lincoln") may declare
dividends of approximately $25 million combined with an additional amount equal
to Chase Lincoln's net profits from June 30, 1992 up to the date of any dividend
declaration. Under applicable state and federal laws, The Chase Manhattan Bank
(USA) ("Chase USA") and Chase Bank of Maryland ("Chase Maryland") may declare
dividends of approximately $715 million and $40 million, respectively, combined
with an additional amount equal to their respective net profits from June 30,
1992 up to the date of any dividend declaration. In determining whether, and to
what extent, to pay dividends, each subsidiary bank also must consider the
effect of applicable risk-based capital guidelines and leverage limitations.
The Company is a legal entity separate and distinct from the Bank and the
Company's other subsidiaries. There are various legal limitations on the extent
to which banks, such as the Bank, Chase Lincoln, Chase USA and Chase Maryland,
that are insured by the Federal Deposit Insurance Corporation (the "FDIC"), can
finance or otherwise supply funds to certain of their affiliates. In particular,
each such bank that is a subsidiary of the Company is subject to certain
restrictions on any extensions of credit to, or other covered transactions, such
as certain purchases of assets, with, the Company or such affiliates. Such
restrictions prevent each such bank from lending to the Company and such
affiliates unless such extensions of credit are secured by U.S. Treasury
obligations or other specified collateral. Further, such secured extensions of
credit by each such bank are limited in amount as to the Company or any such
affiliate to 10 percent of such bank's capital and surplus and as to the Company
and all such affiliates in the aggregate to 20 percent of such bank's capital
and surplus.
The Company's Executive Office is located at 1 Chase Manhattan Plaza, New
York, New York 10081 and its telephone number at said office is (212) 552-2222.
3
<PAGE> 16
REGULATORY DEVELOPMENTS
In 1991, the Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") was enacted. Among other things, FDICIA provides for increased
funding for the Bank Insurance Fund of the FDIC by granting authority for
special assessments against insured depository institutions and imposes
significant limitations on the activities of banking organizations that do not
meet certain capital standards. FDICIA generally requires federal regulators to
promulgate regulations to implement many of the law's provisions. A summary of
certain of the regulations promulgated pursuant to FDICIA as of the date of this
Prospectus follows.
The FDIC regulation concerning brokered deposits became effective in June
1992 and is not expected to have a material effect on the Corporation's
operations.
On September 15, 1992, the FDIC adopted final rules implementing a
transitional risk based deposit insurance system as of January 1, 1993; a final
system will be put into effect no later than January 1, 1994. Under the
transitional system, deposit insurance premium rates will range from 23 cents to
31 cents per $100 of assessable deposits, as compared to the current flat
assessment rate of 23 cents per $100 of such deposits. The actual rate paid by
each insured institution will depend upon (1) the institution's capital ratios
and (2) the FDIC's assignment of the institution to a supervisory subgroup based
upon a qualitative evaluation by the institution's primary banking regulator.
By December 1, 1992, the FDIC will send each insured institution a notice
of the supervisory subgroup to which it is being assigned for the purpose of
calculating assessments for the first six months of 1993; until such notice is
received, the Corporation will not be able to determine the rates that will be
assessed for each of the Corporation's banking subsidiaries subject to such
assessments. Based upon the possible range of rates that may be assessed and the
current capital ratios of each of the Corporation's banking subsidiaries, any
increase in assessments imposed under the transitional system is not expected to
have a material effect on the Corporation's operations.
In September 1992, federal regulators, acting pursuant to authority
conferred by FDICIA, adopted the prompt corrective action rule which will become
effective on December 19, 1992. The prompt corrective action rule establishes a
series of mandatory and discretionary actions for federal regulators to take
based upon the capital category of an institution. Most of the regulatory
actions provided for in the rule are directed at institutions falling into one
of the three undercapitalized categories and include mandatory requirements to
restrict the growth of their assets, receive regulatory approval for certain new
activities and adopt capital restoration plans that must be guaranteed by
companies that control the affected institution. More restrictive requirements
are imposed as an institution moves into the lower undercapitalized categories.
The rule also prohibits any depository institution from taking certain actions,
such as making a capital distribution, if it would cause the institution to
become undercapitalized.
The rule utilizes five capital categories (well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized and critically
undercapitalized) based upon the capital ratios of an insured institution. A
"well capitalized" institution is one having a ratio of Tier 1 capital to total
risk adjusted assets (the "Tier 1 risk adjusted ratio") of 6% or more, a ratio
of total capital to total risk adjusted assets (the "Total risk adjusted ratio")
of 10% or more and a ratio of Tier 1 capital to total assets (the "leverage
ratio") of 5% or more and is not otherwise subject to a capital directive to
meet a specific level for any capital measure. An "adequately capitalized"
institution is one having a Tier 1 risk adjusted ratio of 4% or more, a Total
risk adjusted ratio of 8% or more, a leverage ratio of 4% or more (3% for
certain highly rated institutions) and does not otherwise meet the well
capitalized definition. The three undercapitalized categories are based upon the
amount by which an institution's ratios fall below the ratios applicable to
adequately capitalized institutions. In general, capital ratios will be
calculated and capital categories will be determined based upon quarterly
information that is currently provided to the federal regulators by insured
institutions. In addition, the primary federal banking regulator of an insured
institution may effectively downgrade the institution to a lower capital
category than its capital ratios would otherwise dictate based upon safety and
soundness considerations.
As of June 30, 1992, the Bank had a Tier 1 risk adjusted ratio of 6.21%, a
Total risk adjusted ratio of
4
<PAGE> 17
10.02% and a leverage ratio of 5.92%. Based upon the Bank's capital ratios, as
well as the current capital ratios of each of the Corporation's other banking
subsidiaries, the Corporation does not expect that the prompt corrective action
rule will have a material effect on the Corporation's operations.
Additional regulations will be promulgated to implement many of the other
provisions of FDICIA. The Corporation intends to continue to monitor the FDICIA
rulemaking process. Until the various regulations are adopted in final form,
however, it is difficult to assess how they will impact the Corporation's
financial condition or operations.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement, the
net proceeds from the sale of shares of Preferred Stock will be applied to
general corporate purposes, including, without limitation, the repayment of
indebtedness of the Company.
The Company expects that it will, from time to time, engage in additional
private or public financings, in character and amount to be determined as market
conditions warrant and as the need arises.
RATIOS OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS
The following are the consolidated ratios of earnings to fixed charges and
preferred stock dividend requirements for the Corporation for the six-month
period ended June 30, 1992 and for each of the years in the five-year period
ended December 31, 1991:
<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED ----------------------------------------
JUNE 30, 1992 1991 1990 1989 1988 1987
-------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits........ 1.3x 1.2 x * * 1.5 x *
Including Interest on Deposits........ 1.1 1.1 * * 1.2 *
- ---------------
<FN>
* For the years ended December 31, 1990, 1989 and 1987, earnings did not cover
fixed charges and preferred stock dividend requirements by $231 million, $580
million and $810 million, respectively, primarily as a result of large
additions to the reserve for possible credit losses and special charges.
</TABLE>
For purposes of computing the consolidated ratios, earnings represent net
income (loss) applicable to common stock plus applicable income taxes, fixed
charges and preferred stock dividend requirements, less equity in undistributed
earnings (losses) of unconsolidated subsidiaries and associated companies. Fixed
charges and preferred stock dividend requirements represent interest expense
(exclusive of interest on deposits in one case and inclusive of such interest in
the other), amortization of debt discount and issuance costs, one-third (the
amount deemed to represent an interest factor) of net rental expense under all
lease commitments and dividend requirements on the outstanding preferred stock.
5
<PAGE> 18
DESCRIPTION OF PREFERRED STOCK
The following description of Preferred Stock sets forth certain general
terms and provisions of the series of Preferred Stock to which any Prospectus
Supplement may relate. Certain other terms of any particular series of Preferred
Stock will be described in the Prospectus Supplement relating to such series of
Preferred Stock. If so indicated in the Prospectus Supplement relating thereto,
the terms of any such series of Preferred Stock may differ from the terms set
forth below, except with respect to voting rights. The description of Preferred
Stock set forth below and the description of the terms of a particular series of
Preferred Stock set forth in the Prospectus Supplement relating thereto do not
purport to be complete and are qualified in their entirety by reference to the
Company's Restated Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), and the Certificate of Designation relating to such series of
Preferred Stock, which will be filed or incorporated by reference as an exhibit
to the Registration Statement to which this Prospectus relates.
GENERAL
Under the Certificate of Incorporation, the Board of Directors of the
Company is authorized to issue up to 100,000,000 shares of preferred stock,
without par value, of the Company ("preferred stock of the Company") in one or
more series, with such voting powers, full or limited but not to exceed one vote
per share, or without voting powers, and with such designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue thereof adopted by the Board
of Directors of the Company and as are not stated and expressed in the
Certificate of Incorporation. Prior to the issuance of each series of Preferred
Stock, the Board of Directors of the Company (as used herein the term "Board of
Directors of the Company" means the Board of Directors of the Company and
includes any duly authorized committee thereof) will adopt resolutions creating
and designating such series as a series of preferred stock of the Company.
As of August 31, 1992, there were 50,070,107 shares of preferred stock of
the Company outstanding and having an aggregate stated value of approximately
$1,530,000,000. Unless otherwise specified in the Prospectus Supplement relating
thereto, the shares of each series of Preferred Stock will rank on a parity as
to dividends and distributions of assets with each other and with the currently
outstanding series of preferred stock of the Company which have been designated
as Preferred Stock, 6 3/4% Series B, with a stated value of $100 per share,
Preferred Stock, 7.60% Series C, with a stated value of $100 per share,
Preferred Stock, Floating Rate Series E, with a stated value of $50 per share,
Preferred Stock, Floating Rate Series F, with a stated value of $50 per share,
Preferred Stock, 10 1/2% Series G, with a stated value of $25 per share,
Preferred Stock, 9.76% Series H, with a stated value of $25 per share, Preferred
Stock, 10.84% Series I, with a stated value of $25 per share, Preferred Stock,
9.08% Series J, with a stated value of $25 per share, Preferred Stock, 8- 1/2%
Series K, with a stated value of $25 per share, and Preferred Stock, 8.32%
Series L, with a stated value of $25 per share, and will rank senior to the
Company's authorized but unissued Junior Participating Preferred Stock.
Under regulations adopted by the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board"), if the holders of shares of any series of
preferred stock of the Company become entitled to vote for the election of
directors because dividends on such series are in arrears (see "Voting Rights"),
such series may then be deemed a "class of voting securities" and a holder of 25
percent or more of such series (or a holder of 5 percent or more if it otherwise
exercises a "controlling influence" over the Company) may then be subject to
regulation as a bank holding company in accordance with the Bank Holding Company
Act of 1956, as amended. In addition, at such time as such series is deemed a
class of voting securities, any other bank holding company may be required to
obtain the prior approval of the Federal Reserve Board to acquire 5 percent or
more of such series.
Reference is made to the Prospectus Supplement relating to the particular
series of Preferred Stock offered thereby for certain specific terms thereof,
including: (i) the designation, number of shares and stated value per share;
(ii) the amount of liquidation preference; (iii) the initial public offering
price at which shares of such series of Preferred Stock will be sold; (iv) the
dividend rate or rates (or method of ascertaining the same); (v) the dates on
which dividends shall be payable, the date from which dividends shall accrue and
the
6
<PAGE> 19
record dates for determining the holders entitled to such dividends; (vi) any
redemption or sinking fund provisions; (vii) any conversion or exchange
provisions; and (viii) any additional dividend, redemption, liquidation or other
preferences or rights and qualifications, limitations or restrictions thereof.
The shares of Preferred Stock will, when issued, be fully paid and
nonassessable and will have no preemptive rights.
The transfer agent, registrar, dividend disbursing agent and redemption
agent for shares of each series of Preferred Stock will be specified in the
Prospectus Supplement relating thereto.
VOTING RIGHTS
Holders of shares of Preferred Stock will have no voting rights, except as
set forth below or as otherwise required by law.
In the event that six quarterly dividends (whether or not consecutive)
payable on any share or shares of any series of preferred stock of the Company
shall be in arrears, the holders of shares of each series of Preferred Stock,
voting separately as a class with the holders of shares of any one or more other
series of preferred stock of the Company upon which like voting rights have been
conferred (including any other series of Preferred Stock), shall be entitled at
the Company's next annual meeting of stockholders (and at each subsequent annual
meeting of stockholders), unless all dividends in arrears have been paid or
declared and set apart for payment prior thereto, to cast one-fortieth ( 1/40)
of one vote for each $25 of involuntary liquidation preference (exclusive of
accrued and unpaid dividends thereon) for each share of such series of Preferred
Stock held of record (but not more than one vote per share) for the election of
two directors of the Company, with the remaining directors of the Company to be
elected by the holders of shares of any other class or classes or series of
stock entitled to vote therefor. Until the arrears in payments of all dividends
which permitted the election of such directors shall cease to exist, any
director who has been so elected pursuant to the preceding sentence may be
removed at any time, either with or without cause, only by the affirmative vote
of the holders of the shares at the time entitled to cast a majority of the
votes entitled to be cast for the election of any such director at a special
meeting of such holders called for that purpose, and any vacancy thereby created
may be filled by the vote of such holders. If and when such arrears shall cease
to exist, the holders of shares of such series of Preferred Stock shall be
divested of the foregoing special voting rights, subject to revesting in the
event of each and every subsequent like arrears in payments of dividends. Upon
the termination of each such special voting right, the terms of office of all
persons who may have been elected directors by vote of the holders of such
shares of preferred stock of the Company pursuant to such special voting right
shall immediately terminate.
Without the consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of the total number
of shares of preferred stock of the Company then outstanding, voting as a class
without regard to series, with the holders of shares of each series of Preferred
Stock being entitled to cast one-fortieth ( 1/40) of one vote for each $25 of
involuntary liquidation preference (exclusive of accrued and unpaid dividends
thereon) for each share of such series of Preferred Stock (but not more than one
vote per share), the Company may not: (a) create any class or series of stock
which shall have preference as to dividends or distributions of assets over any
outstanding series of preferred stock of the Company (other than a series which
has no right to object to such creation) or (b) alter or change the provisions
of the Certificate of Incorporation so as to adversely affect the voting power,
preferences or special rights of the holders of shares of preferred stock of the
Company; provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights of one or
more, but not all, series of preferred stock of the Company at the time
outstanding, consent of the holders of shares entitled to cast at least two-
thirds of the votes entitled to be cast by the holders of all of the shares of
all such series so affected, voting as a class, shall be required in lieu of the
consent of the holders of shares entitled to cast at least two-thirds of the
votes entitled to be cast by the holders of the total number of shares of
preferred stock of the Company at the time outstanding. Without limiting the
generality of the foregoing, the creation of any class or series of stock
7
<PAGE> 20
entitled to vote as a class together with the holders of shares of any series of
Preferred Stock on the matters set forth in this paragraph, the holders of
shares of which are entitled to cast more than one-fortieth ( 1/40) of one vote
for each $25 of involuntary liquidation preference (exclusive of accrued and
unpaid dividends thereon) to which the holders of such shares of such class or
series are entitled, shall be deemed to adversely affect the voting power of
such series of Preferred Stock.
DIVIDENDS
The holders of shares of each series of Preferred Stock shall be entitled
to receive, when and as declared by the Board of Directors of the Company, out
of funds legally available therefor, cumulative or non-cumulative cash or other
dividends on such dates and at such rate or rates as are set forth in, or as are
determined by the method described in, the Prospectus Supplement relating to
such series of Preferred Stock. Dividends on the shares of each series of
Preferred Stock will accrue from the date on which the Company initially issues
shares of such series or as otherwise set forth in the Prospectus Supplement
relating to such series of Preferred Stock. Each dividend will be payable to
holders of record as they appear on the stock register of the Company on the
record dates fixed by the Board of Directors of the Company, as specified in the
Prospectus Supplement relating to such series of Preferred Stock.
So long as the shares of any series of Preferred Stock shall be
outstanding, unless (i), when applicable, full cumulative dividends shall have
been paid or declared and set apart for payment on all outstanding shares of
Preferred Stock and other classes and series of preferred stock of the Company
(other than Junior Stock, as defined below) and (ii) the Company shall not be in
default or in arrears with respect to any sinking or other analogous fund or
other agreement for the purchase, redemption or other retirement of any shares
of preferred stock of the Company (other than Junior Stock), the Company may not
declare any dividends on any shares of Common Stock, par value $2.00 per share,
of the Company ("Common Stock") or any other stock of the Company ranking as to
dividends or distributions of assets junior to each series of Preferred Stock
(the Common Stock and any such other stock being herein referred to as "Junior
Stock"), or make any payment on account of, or set apart money for, a sinking or
other analogous fund for the purchase, redemption or other retirement of any
shares of Junior Stock or make any distribution in respect thereof, whether in
cash or property or in obligations or stock of the Company, other than Junior
Stock. In the event that there shall be outstanding shares of any other series
of preferred stock of the Company (including any other series of Preferred
Stock) ranking on a parity as to dividends with any series of Preferred Stock
and dividends on shares of such series of Preferred Stock or such other series
of preferred stock of the Company are in arrears, the Company, in making any
dividend payment on account of such arrears, is required to make payments
ratably on all outstanding shares of such series of Preferred Stock and such
other series of preferred stock of the Company in proportion to the respective
amounts of dividends in arrears on all such outstanding shares of such series of
Preferred Stock and such other series of preferred stock of the Company to the
date of such dividend payment. Holders of shares of any series of Preferred
Stock shall not be entitled to any dividend, whether payable in cash, property
or stock, in excess of full cumulative dividends on shares of such series of
Preferred Stock. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments which may be in arrears.
REDEMPTION
The shares of any series of Preferred Stock may be redeemable at the option
of the Company and may be subject to mandatory redemption pursuant to a sinking
fund or otherwise, in each case upon the terms, at the times and at the
redemption prices set forth in the Prospectus Supplement relating to such
series.
If any dividends on shares of any series of Preferred Stock are in arrears,
no shares of such series shall be redeemed unless all outstanding shares of such
series are simultaneously redeemed, and the Company shall not purchase or
otherwise acquire any shares of such series; provided, however, that the
foregoing shall not prevent the purchase or acquisition of shares of such series
pursuant to a purchase or exchange offer made on the same terms to holders of
all outstanding shares of such series.
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<PAGE> 21
LIQUIDATION PREFERENCE
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of shares of each series of Preferred
Stock shall be entitled to receive out of the assets of the Company available
for distribution to stockholders, before any distribution of assets is made to
the holders of Common Stock or of any other shares of stock of the Company
ranking as to such a distribution junior to the shares of such series, an amount
described in the Prospectus Supplement relating to such series of Preferred
Stock. The holders of the presently outstanding shares of preferred stock of the
Company are entitled to receive amounts equal to the stated value of such
shares. If upon any voluntary or involuntary liquidation, dissolution or winding
up of the Company, the amounts payable with respect to shares of each series of
Preferred Stock and any other shares of stock of the Company ranking as to any
such distribution on a parity with shares of such series of Preferred Stock are
not paid in full, the holders of shares of such series of Preferred Stock and of
such other shares will share ratably in any such distribution of assets of the
Company in proportion to the full respective preferential amounts to which they
are entitled. After payment to the holders of shares of such series of Preferred
Stock of the full preferential amounts to which they are entitled, the holders
of shares of such series of Preferred Stock will not be entitled to any further
participation in any distribution of assets by the Company, unless otherwise
provided in the Prospectus Supplement. The consolidation or merger of the
Company with or into any other corporation, or the sale of substantially all the
assets of the Company in consideration for the issuance of equity securities of
another corporation, shall not be regarded as a liquidation, dissolution or
winding up of the Company, if the voting power, preferences or special rights of
the holders of shares of such series of Preferred Stock are not impaired
thereby.
CONVERSION AND EXCHANGEABILITY PROVISIONS
The terms, if any, on which shares of any series of Preferred Stock are
convertible into or exchangeable for shares of Common Stock will be set forth in
the Prospectus Supplement relating thereto. Such terms may include provisions
for conversion or exchange, either mandatory, at the option of the holder, or at
the option of the Company, in which the number of shares of Common Stock to be
received by the holders of Preferred Stock would be calculated according to the
market price of Common Stock as of a time stated in the Prospectus Supplement.
See "DESCRIPTION OF COMMON STOCK".
DESCRIPTION OF COMMON STOCK
If so specified in the Prospectus Supplement relating to any series of
Preferred Stock, the shares of such series are convertible into or exchangeable
for shares of Common Stock. The statements below describing the Common Stock are
in general terms and are in all respects subject to, and are qualified in their
entirety by reference to, the applicable provisions of the Certificate of
Incorporation.
The Company is authorized to issue 500,000,000 shares of Common Stock. At
August 31, 1992, 152,191,965 shares of Common Stock were outstanding, 4,318,477
shares of Common Stock were reserved for issuance pursuant to the Company's
Floating Rate Subordinated Notes Due 1996, 82,037 shares of Common Stock were
reserved for issuance pursuant to the Company's $1,000 Common Stock Equity
Contracts, 12,388,849 shares of Common Stock were reserved for issuance pursuant
to the Company's 1978 Non-Qualified Stock Option Plan, the Chase Lincoln First
Bank, N.A. 1982 Incentive Stock Plan, The Chase Manhattan 1982 Long-Term
Incentive Plan and The Chase Manhattan 1987 Long-Term Incentive Plan, and
5,040,018 shares of Common Stock were reserved for issuance pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan.
Holders of shares of Common Stock are entitled to one vote per share and,
subject to the rights, if any, of holders of shares of the outstanding series of
preferred stock of the Company (as described above under "DESCRIPTION OF
PREFERRED STOCK"), have equal rights to participate in dividends when declared
and, in the event of liquidation, in the net assets of the Company available for
distribution to stockholders. The Company may not declare any dividends on, or
make any payment on account of the purchase, redemption or other retirement of,
its Common Stock unless full cumulative dividends, where applicable, have been
paid or declared and set apart for payment upon all outstanding shares of the
preferred stock of the Company and the
9
<PAGE> 22
Company is not in default or in arrears with respect to any sinking or other
analogous fund or any call for tender obligations, or any other agreement for
the purchase, redemption or other retirement of any shares of the preferred
stock of the Company. The holders of shares of Common Stock do not have
redemption or sinking fund rights, and none of the holders of shares of Common
Stock is entitled to preemptive rights or preferential rights to subscribe for
shares of Common Stock or any other securities of the Company, except for
certain Junior Participating Preferred Stock Purchase Rights that were
distributed in 1989 as dividends to holders of Common Stock on or after February
27, 1989 which are exercisable or transferable separately from shares of Common
Stock only upon the occurrence of certain events including the acquisition by a
person or group of affiliated or associated persons of 20% or more of the
outstanding shares of Common Stock of the Company. Such rights are more fully
described in the 1991 Annual Report of the Company and will be more fully
described in any Prospectus Supplement applicable to Preferred Stock that is
convertible or exchangeable into Company Stock. Shares of Common Stock are fully
paid and nonassessable; however, federal law (12 U.S.C. sec. 55) provides for
the enforcement of any pro rata assessment of stockholders of a national bank to
cover impairment of capital by sale, to the extent necessary, of the stock of
any assessed stockholder failing to pay his assessment, and the Company, as the
stockholder of the Bank, Chase Lincoln, and other national banking subsidiaries,
is subject to such assessment and sale. The shares of Common Stock are listed on
the New York Stock Exchange. The transfer agent and registrar for the Common
Stock of the Company is Mellon Securities Trust Company.
The Certificate of Incorporation includes a "fair price provision" that
would require a 75% stockholder vote for approval of certain business
combinations, including certain mergers, asset sales, security issuances,
recapitalizations and liquidations, involving the Company or its subsidiaries
and certain acquiring persons (namely, a person, entity or specified group which
beneficially owns more than 10% of the voting stock of the Company), unless the
"fair price" and other procedural requirements of the provision are met, or
unless approved by a majority of directors who are not affiliated with the
acquiring party. This provision includes a requirement of a 75% stockholder vote
to amend or repeal it. The Certificate of Incorporation also provides for
classification of the Company's Board of Directors into three classes and
includes related provisions requiring (i) advance notice of stockholder
nominations of directors, (ii) limitations on filling newly created
directorships and vacancies, (iii) removal of directors only for cause and by
vote of the holders of at least 75% of the shares entitled to vote, (iv) a
limitation on action by written consent of holders of Common Stock other than at
a meeting of stockholders and (v) a requirement of a 75% stockholder vote to
amend or repeal such provision.
PLAN OF DISTRIBUTION
The Company may sell the shares of Preferred Stock being offered hereby (i)
directly to purchasers, (ii) through agents, (iii) to or through underwriters,
(iv) to or through dealers or (v) through a combination of any such methods of
sale.
The distribution of the shares of any series of Preferred Stock may be
effected from time to time in one or more transactions; (i) at a fixed price or
prices, which may be changed, or (ii) at market prices prevailing at the time of
sale, or (iii) at prices related to such prevailing market prices or (iv) at
negotiated prices.
The Company from time to time may solicit offers to purchase all or a part
of the shares of any series of Preferred Stock for reoffering to the public
through underwriting syndicates led by one or more managing underwriters or
directly through one or more underwriters pursuant to offering terms fixed at
the time of sale. The specific managing underwriter or underwriters with respect
to the offer and sale of any series of Preferred Stock will be set forth on the
cover of the Prospectus Supplement relating to such series of Preferred Stock
and the members of the underwriting syndicate, if any, will be named in such
Prospectus Supplement. Such Prospectus Supplement will also describe the
discounts and commissions to be allowed or reallowed or paid to the
underwriters, all other items constituting underwriting compensation, the
discounts and commissions to be allowed or reallowed or paid to dealers, if any,
and the exchanges, if any, to which application to list such series of Preferred
Stock will be made. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
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<PAGE> 23
If a dealer is utilized by the Company in the sale of shares of any series
of Preferred Stock in respect of which this Prospectus is delivered, the Company
will sell such shares of Preferred Stock to the dealer as principal. The dealer,
acting as underwriter, may then resell such shares of Preferred Stock to the
public at varying prices to be determined by such dealer at the time of sale.
Offers to purchase shares of any series of Preferred Stock may be solicited
directly by the Company or by agents designated by the Company from time to
time. Any such agent, which may be deemed to be an underwriter as that term is
defined in the Act, involved in the offer or sale of any shares of Preferred
Stock in respect of which this Prospectus is delivered will be named, and any
commissions payable by the Company to such agent will be set forth, in the
Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
Underwriters, dealers or agents may be entitled, under agreements which may
be entered into with the Company, to indemnification by the Company against
certain civil liabilities, including liabilities under the Act.
Certain of the underwriters, dealers or agents and their associates may be
customers of, engage in transactions with, and perform services for, the Company
in the ordinary course of business.
EXPERTS
The Company only and consolidated financial statements of the Corporation
as of December 31, 1991 and 1990 and for each of the years in the three-year
period ended December 31, 1991 incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended December 31, 1991,
have been so incorporated in reliance on the report of Price Waterhouse,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
LEGAL OPINION
The legality of the shares of Preferred Stock offered hereby will be passed
upon for the Company by Robert B. Adams, Senior Vice President and Assistant
General Counsel of the Company and the Bank. As of August 31, 1992, Mr. Adams
was the beneficial owner of or had options to purchase less than 0.02% of the
outstanding shares of Common Stock of the Company.
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<PAGE> 24
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
Use of Proceeds...................... S-2
Interim Results...................... S-2
Summary Financial Data............... S-5
Ratios of Earnings to Fixed Charges
and Preferred Stock Dividend
Requirements....................... S-6
Certain Regulatory Matters........... S-6
Description of Series N Preferred
Stock.............................. S-7
Underwriting......................... S-11
Legal Opinions....................... S-12
PROSPECTUS
Available Information................ 2
Incorporation of Certain Documents by
Reference.......................... 2
The Chase Manhattan Corporation...... 3
Regulatory Developments.............. 4
Use of Proceeds...................... 5
Ratios of Earnings to Fixed Charges
and Preferred Stock Dividend
Requirements....................... 5
Description of Preferred Stock....... 6
Description of Common Stock.......... 9
Plan of Distribution................. 10
Experts.............................. 11
Legal Opinion........................ 11
</TABLE>
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[LOGO]
9,100,000 SHARES
THE CHASE MANHATTAN
CORPORATION
PREFERRED STOCK,
ADJUSTABLE RATE SERIES N
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED
SMITH BARNEY SHEARSON INC.
REPRESENTATIVES OF THE UNDERWRITERS
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