<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
SEPTEMBER 23, 1994
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
THE CHASE MANHATTAN CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-2633613
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)
1 Chase Manhattan Plaza, New York, New York 10081
(212) 552-2222
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
THE CHASE MANHATTAN 1994 LONG-TERM
INCENTIVE PLAN
(Full Title of the Plan)
_______________
ARJUN K. MATHRANI LESTER J. STEPHENS, JR.
Executive Vice President Senior Vice President
and Chief Financial Officer and Controller
DEBORAH L. DUNCAN RONALD C. MAYER
Executive Vice President Secretary
and Treasurer
1 Chase Manhattan Plaza, New York, New York 10081
(212) 552-2222
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
Copies to:
ROBERT B. ADAMS, ESQ.
The Chase Manhattan Corporation
1 Chase Manhattan Plaza
New York, New York 10081
_________________
<TABLE>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
<CAPTION>
Title of Amount to Be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to Be Offering Aggregate Fee
Registered Price Per Offering
Share (1) Price (1)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $2.00
per share.... 8,000,000 Shares
$35.0625 $280,500,000 $96,724.82
Junior Participating
Preferred Stock Purchase
Rights....... 8,000,000 Rights
- ------------------------------------------------------------------------------------------------
<FN>
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed maximum offering price per share and the proposed
maximum aggregate offering price are estimated solely for the purpose of calculating the registration fee and are based upon the
average of the high and low prices of the Common Stock on the composite reporting system for stocks listed on the New York Stock
Exchange on September 20, 1994.
</FN>
</TABLE>
==================================================================
<PAGE> 2
PART I
Item 1. Plan Information.
The Chase Manhattan Corporation (the "Corporation") will
deliver or cause to be delivered to each offeree of securities
covered by this Registration Statement, the Prospectus relating
thereto.
Item 2. Registrant Information and Employee Plan Annual
Information.
The Corporation will, upon written or oral request, provide
without charge to any person to whom the Prospectus relating to
this Registration Statement is delivered, a copy of any and all of
the information which has been incorporated by reference in such
Prospectus and this Registration Statement (pursuant to Item 3 of
Part II below). Such requests should be directed to the Secretary,
The Chase Manhattan Corporation, 1 Chase Manhattan Plaza, New York,
New York 10081 (telephone (212) 552-2222).
PART II
Item 3. Incorporation of Certain Documents By Reference.
There are incorporated herein by reference the following
documents of the Corporation heretofore filed by it with the
Securities and Exchange Commission:
(i) Annual Report on Form 10-K for the year ended
December 31, 1993, filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act") including, without
limitation, the portions of The Chase Manhattan Corporation 1993
Annual Report incorporated therein.
(ii) Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994 and June 30, 1994, filed pursuant to Section
13 of the Exchange Act.
(iii) Current Reports on Form 8-K dated January 18, 1994,
January 20, 1994, April 18, 1994, April 29, 1994, May 18, 1994,
July 18, 1994, August 3, 1994, August 3, 1994 and August 11, 1994,
filed pursuant to Section 13 of the Exchange Act.
(iv) The description of the Common Stock contained in
Item 14 of the Corporation's General Form for Registration of
Securities on Form 10, as amended by amendments thereto on Form 8
filed June 20, 1969, April 8, 1988, May 17, 1990 and April 19,
1993.
2
<PAGE> 3
(v) Registration Statement on Form 8-A filed February
17, 1989 (containing a description of the Corporation's Junior
Participating Preferred Stock Purchase Rights).
All documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment to the Registration
Statement which indicates that all of the shares of Common Stock
offered hereunder have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
Only securities registered under Section 12 of the Exchange
Act are being offered.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of the Corporation as of
December 31, 1993 and 1992 and for each of the years in the three-
year period ended December 31, 1993 incorporated in this Prospectus
by reference to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993, 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.
The legality of the shares of Common Stock offered hereunder
has been passed upon for the Corporation by Robert B. Adams, Senior
Vice President and Deputy General Counsel of the Corporation and
The Chase Manhattan Bank, N.A. As of June 30, 1994, Mr. Adams was
the beneficial owner of or had options to purchase less than 0.1%
of the outstanding shares of Common Stock of the Corporation.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides
for the indemnification of directors and officers of corporations
organized thereunder in certain circumstances. In addition, said
Section 145 grants to each such corporation the power to indemnify
its directors and officers against liability for certain of their
acts.
The Restated Certificate of Incorporation and By-Laws of the
Corporation provide that directors and officers of the Corporation
shall be indemnified to the fullest extent permitted by the laws of
the State of Delaware against liability for certain of their acts.
3
<PAGE> 4
Directors' and officers' liability insurance has also been
obtained by the Corporation, the effect of which is to indemnify
the directors and officers of the Corporation against certain
damages and expenses because of certain claims made against them
caused by their negligent act, error or omission.
Item 7. Exemption From Registration Claimed.
This item is not applicable.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Corporation
(incorporated herein by reference to Exhibit (4)(r) to
the Corporation's Registration Statement on Form S-3,
File No. 33-58144).
4.2 Certificate of Designation, Preferences and Rights of
Preferred Stock, Adjustable Rate Series N, of The Chase
Manhattan Corporation (incorporated herein by reference
to Exhibit 4(e) to the Corporation's Current Report on
Form 8-K dated April 29, 1994).
4.3 By-Laws of the Corporation (incorporated herein by
reference to Exhibit (4)(b) to the Corporation's
Registration Statement on Form S-3, File No. 33-42366).
4.4 Rights Agreement dated as of February 15, 1989 relating
to the Junior Participating Preferred Stock Purchase
Rights of The Chase Manhattan Corporation (incorporated
herein by reference to Exhibit 28 to the Corporation's
Annual Report on Form 10-K for the year ended December
31, 1988, File No. 1-5945).
4.5 The Chase Manhattan 1994 Long-Term Incentive Plan
(incorporated herein by reference to Exhibit 10(O) to the
Corporation's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994).
4.6 Form of Certificate for Common Stock (incorporated herein
by reference to Exhibit 4.15 to the Corporation's
Registration Statement on Form S-3, File No. 33-55295).
5 Opinion of Robert B. Adams, Senior Vice President and
Deputy General Counsel of the Corporation, as to the
legality of the Common Stock being registered and to be
issued by the Corporation.
23.1 Consent of Price Waterhouse.
4
<PAGE> 5
23.2 Consent of Robert B. Adams (included in Exhibit 5).
24 Power of Attorney (appearing on page 7).
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, of the securities offered hereby, a post-effective
amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in this Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that the undertakings in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which
remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
5
<PAGE> 6
Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions of
Item 6 above, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
6
<PAGE> 7
POWER OF ATTORNEY
The Registrant and each person whose signature appears below
hereby authorizes any agent for service named in this Registration
Statement to file one or more amendments (including, without
limitation, post-effective amendments) to this Registration
Statement, which amendments may make such changes in this
Registration Statement as such agent for service deems appropriate,
and the Registrant and each such person hereby appoints any such
agent for service as attorney-in-fact to execute in the name and on
behalf of the Registrant and each such person, individually and in
each capacity stated below, any such amendments to this
Registration Statement.
__________________________
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York, State of New York, on
this 23rd day of September, 1994.
THE CHASE MANHATTAN CORPORATION
By: /s/ Thomas G. Labrecque
(Thomas G. Labrecque)
(Chairman of the Board)
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Thomas G. Labrecque Director September 23, 1994
(Thomas G. Labrecque) Chairman of the Board
(Principal Executive Officer)
/s/ Arthur F. Ryan Director September 23, 1994
(Arthur F. Ryan)
/s/ Richard J. Boyle Director September 23, 1994
(Richard J. Boyle)
7
<PAGE> 8
/s/ M. Anthony Burns Director September 23, 1994
(M. Anthony Burns)
/s/ Joan Ganz Cooney Director September 23, 1994
(Joan Ganz Cooney)
/s/ Jairo A. Estrada Director September 23, 1994
(Jairo A. Estrada)
/s/ James L. Ferguson Director September 23, 1994
(James L. Ferguson)
/s/Edward S. Finkelstein Director September 23, 1994
(Edward S. Finkelstein)
/s/ H. Laurance Fuller Director September 23, 1994
(H. Laurance Fuller)
/s/ William H. Gray, III Director September 23, 1994
(William H. Gray, III)
/s/ David T. Kearns Director September 23, 1994
(David T. Kearns)
/s/ Delano E. Lewis Director September 23, 1994
(Delano E. Lewis)
/s/ Paul W. MacAvoy Director September 23, 1994
(Paul W. MacAvoy)
/s/ John H. McArthur Director September 23, 1994
(John H. McArthur)
/s/ David T. McLaughlin Director September 23, 1994
(David T. McLaughlin)
/s/ Edmund T. Pratt, Jr. Director September 23, 1994
(Edmund T. Pratt, Jr.)
/s/ Henry B. Schacht Director September 23, 1994
(Henry B. Schacht)
/s/ Donald H. Trautlein Director September 23, 1994
(Donald H. Trautlein)
8
<PAGE> 9
/s/ Arjun K. Mathrani Executive Vice September 23, 1994
(Arjun K. Mathrani) President and Chief
Financial Officer
(Principal Financial Officer)
/s/ Lester J. Stephens, Jr. Senior Vice September 23, 1994
(Lester J. Stephens, Jr.) President and Controller
(Principal Accounting Officer)
9
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
*4.1 Restated Certificate of Incorporation.
*4.2 Certificate of Designation, Preferences and Rights
of Preferred Stock, Adjustable Rate Series N.
*4.3 By-Laws.
*4.4 Rights Agreement.
*4.5 The Chase Manhattan 1994 Long-Term Incentive Plan.
*4.6 Form of Certificate for Common Stock.
5 Opinion of Robert B. Adams.
23.1 Consent of Price Waterhouse.
23.2 Consent of Robert B. Adams (included in Exhibit 5).
24 Power of Attorney (appearing on page 7).
ACE02354
_______________________________
* Incorporated herein by reference.
10
<PAGE> 1
The Chase Manhattan Corporation Robert B. Adams
1 Chase Manhattan Plaza Senior Vice President and
New York, New York 10081 Deputy General Counsel
September 23, 1994
The Chase Manhattan Corporation
1 Chase Manhattan Plaza
New York, New York 10081
Re: Registration Statement on Form S-8
----------------------------------
Dear Sirs:
I am the Deputy General Counsel of The Chase Manhattan
Corporation, a Delaware corporation (the "Company"), and have acted
as counsel to the Company in connection with the registration by
the Company under the Securities Act of 1933, as amended (the
"Act"), of 8,000,000 shares of its common stock, par value $2.00
per share (the "Common Stock"), and the attached Junior
Participating Preferred Stock Purchase Rights (the "Rights"),
issuable pursuant to The Chase Manhattan 1994 Long-Term Incentive
Plan (the "Plan"), being registered under a registration statement
on Form S-8 (the "Registration Statement") to which this opinion is
being filed as an exhibit.
I or members of the Company's Legal Department have
examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such documents,
corporate records, certificates and instruments relating to the
Company as I have deemed relevant and necessary to the opinion
hereinafter set forth. In such examination, we have assumed the
genuineness and authenticity of all documents examined by us and
all signatures thereon, the legal capacity of all persons executing
such documents, the conformity to originals of all copies of
documents submitted to us and the truth and correctness of any
representations and warranties contained therein.
Based upon the foregoing and having regard to legal
considerations which I deem relevant, I am of the opinion that when
(i) the Registration Statement relating to the shares of the Common
Stock and attached Rights has become effective under the Act and
(ii) the Company has received the consideration to be received for
said shares in accordance with the provisions of the Plan and said
shares of Common Stock have been duly issued by the Company as
provided under the Plan, then:
<PAGE> 2
1. the shares of Common Stock will be duly authorized,
legally issued, fully paid and nonassessable; and
2. the Rights will be validly issued.
I am admitted to the Bar of the State of New York and
express no opinion as to the law of any jurisdiction other than the
law of the State of New York, the General Corporation Law of the
State of Delaware and the federal laws of the United States of
America.
I hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement and to the reference to me
under the caption "Interests of Named Experts and Counsel" in the
Registration Statement.
Very truly yours,
/s/ Robert B. Adams
ACE020ED
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 19,
1994 appearing on page 57 of The Chase Manhattan Corporation 1993
Annual Report to Stockholders which is incorporated by reference in
The Chase Manhattan Corporation Annual Report on Form 10-K for the
year ended December 31, 1993. We also consent to the reference to
us under the heading "Interests of Named Experts and Counsel" in
this Registration Statement.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
September 23, 1994
ACE020EE
