<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration Nos. 33-55295 and 33-58144
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 23, 1994)
[LOGO] $200,000,000
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTES, SERIES C AND
SUBORDINATED MEDIUM-TERM NOTES, SERIES C
DUE FROM NINE MONTHS FROM DATE OF ISSUE
------------------------
The Chase Manhattan Corporation, a Delaware corporation (the "Company"),
may offer from time to time up to $200,000,000 aggregate initial public
offering price of its Senior Medium-Term Notes, Series C (the "Senior Notes")
and Subordinated Medium-Term Notes, Series C (the "Subordinated Notes") Due
From Nine Months From Date of Issue (collectively, the "Notes"). Each Note will
mature nine months or longer from its date of issue, as selected by the
purchaser and agreed to by the Company. The Subordinated Notes will be
subordinated to all Senior Indebtedness of the Company (see "THE SUBORDINATED
SECURITIES--Subordination" in the accompanying Prospectus). At September 30,
1994, the outstanding Senior Indebtedness of the Company, exclusive of
guarantees and other contingent obligations, was approximately $2.8 billion.
Unless otherwise indicated in the applicable Pricing Supplement to this
Prospectus Supplement (a "Pricing Supplement"), a Note may not be redeemed at
the option of the Company or be repaid at the option of the registered holder
thereof prior to its stated maturity. Unless otherwise specified in the
applicable Pricing Supplement, the Notes will be issued in denominations of
$1,000 or integral multiples thereof (see "DESCRIPTION OF NOTES--General" in
this Prospectus Supplement).
Unless otherwise indicated in the applicable Pricing Supplement, interest
on the Notes will be payable monthly on the 15th day of each month and at the
Maturity Date. Payment of principal of the Subordinated Notes may be accelerated
only in case of the bankruptcy, insolvency or reorganization of the Company.
There is no right of acceleration of the payment of principal of the
Subordinated Notes upon a default in the payment of principal of or interest on
such Notes or in the performance of any covenant of the Company contained in the
Subordinated Indenture (as hereinafter defined). See "THE SUBORDINATED
SECURITIES--Events of Default and Waiver Thereof" in the accompanying
Prospectus.
(continued on next page)
------------------------
THE NOTES 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 SUPPLEMENT, THE PROSPECTUS OR ANY SUPPLEMENT
HERETO.ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
========================================================================================================
PRICE TO AGENTS' DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(2)(3)
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note............ 100% 0.20% - 3.00% 99.80% - 97.00%
- - --------------------------------------------------------------------------------------------------------
Total............... $200,000,000 $400,000 - $6,000,000 $199,600,000 - $194,000,000
========================================================================================================
<FN>
(1) Unless otherwise specified in the applicable Pricing Supplement, each Note
will be issued at 100% of its principal amount.
(2) The Company will pay Smith Barney Inc. and Chase Securities, Inc., as
agents, and such other agents as may be named from time to time (the
"Agents"), a commission (or grant a discount) ranging from 0.20% to 3.00% of
the principal amount of any Note, depending on its maturity, sold through
any such Agent (or sold to any such Agent as principal in circumstances in
which no other discount is agreed). The Company also may sell Notes to any
Agent, as principal, for resale to one or more investors and other
purchasers at varying prices relating to prevailing market prices at the
time of resale, as determined by such Agent, or if so agreed, at a fixed
public offering price.
(3) Before deducting expenses payable by the Company estimated at $100,000.
</TABLE>
------------------------
SMITH BARNEY INC. CHASE SECURITIES, INC.
------------------------
The date of this Prospectus Supplement is December 14, 1994.
<PAGE> 2
(continued from previous page)
The interest rate or interest rate formula for each Note will be
established by the Company at the time of issuance of such Note (the "Original
Issue Date") and will be set forth therein and specified in a Pricing
Supplement. Interest rates and interest rate formulas are subject to change by
the Company, but no change will affect any Note already issued or as to which an
offer to purchase has been accepted by the Company. Unless otherwise indicated
in the applicable Pricing Supplement, each Note will bear interest at a fixed
rate ("Fixed Rate Notes"), or at a floating rate ("Floating Rate Notes"). See
"DESCRIPTION OF NOTES" in this Prospectus Supplement and "DESCRIPTION OF DEBT
SECURITIES" in the accompanying Prospectus.
The Notes will be issued in fully registered form and will be represented
by a global security registered in the name of a nominee of The Depository Trust
Company ("DTC"). Beneficial interests in Notes in book-entry form will be shown
on, and transfers thereof will be effected only through, records maintained by
DTC. Except as described in "DESCRIPTION OF NOTES--Book-Entry Notes" in this
Prospectus Supplement, owners of beneficial interests in Notes issued in
book-entry form will not be entitled to physical delivery of Notes in
certificated form and will not be considered the holders thereof.
In addition to the offering of the Notes made hereby, the Company may offer
other series of its Medium-Term Notes, and the sale of such Medium-Term Notes
may reduce the amount of Notes that may be sold hereunder.
The Notes are being offered on a continuous basis by the Company through
the Agents. The Company may also sell Notes directly to investors and other
purchasers on its own behalf in those jurisdictions where it is authorized to do
so. The Notes will not be listed on any securities exchange, and there can be no
assurance that the Notes offered by this Prospectus Supplement will be sold or
that there will be a secondary market for the Notes. The Company reserves the
right to withdraw, cancel or modify any offer to sell Notes without notice and
may reject orders in whole or in part whether placed directly with the Company
or through an Agent. Each Agent will have the right, in its discretion
reasonably exercised, to reject, in whole or in part, any offer to purchase
Notes received by it on an agency basis. See "PLAN OF DISTRIBUTION OF NOTES" in
this Prospectus Supplement. The Agents, whether acting as agent or principal,
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended.
This Prospectus Supplement and the accompanying Prospectus may be used by
Chase Securities, Inc., a wholly-owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Notes. Chase
Securities, Inc. may act as principal or agent in such transactions. Such sales
will be made at prices related to prevailing market prices at the time of sale.
<PAGE> 3
SUMMARY FINANCIAL DATA
The following table sets forth, in summary form, certain financial data for
the Company and its consolidated subsidiaries (collectively, the "Corporation")
for each of the years in the three-year period ended December 31, 1993. This
summary is qualified in its entirety by the detailed information and financial
statements included in the documents incorporated herein by reference; this
summary is not covered by the Report of Independent Accountants incorporated
herein by reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" in
the accompanying Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1993 1992 1991
-------- ------- -------
(DOLLARS IN MILLIONS,
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
Statement of Income Information:
Net interest revenue..................................... $ 3,863 $ 3,564 $ 3,345
Less: Provision for possible credit losses............... 995 1,220 1,085
Less: Provision for loans held for accelerated
disposition............................................ 566 -- --
-------- ------- -------
Net interest revenue after provisions for possible credit
losses and loans held for accelerated disposition...... 2,302 2,344 2,260
Total other operating revenue............................ 2,949 2,349 2,167
Less: Provision for ORE held for accelerated
disposition............................................ 318 -- --
Less: Other operating expenses........................... 4,202 3,868 3,783
-------- ------- -------
Income before taxes...................................... 731 825 644
Applicable income taxes.................................. 265 186 124
-------- ------- -------
Net income before cumulative effect of change in
accounting principle................................... 466 639 520
Cumulative effect of change in accounting
principle--adoption of SFAS No. 109.................... 500 -- --
-------- ------- -------
Net income.......................................... $ 966 $ 639 $ 520
======== ======= =======
Net income applicable to common stock............... $ 826 $ 515 $ 420
======== ======= =======
Average common shares outstanding (in millions)............... 172.3 148.7 134.8
Per common share:
Earnings before cumulative effect of change in accounting
principle*............................................. $ 1.89 $ 3.46 $ 3.12
Cumulative effect of change in accounting
principle--adoption of SFAS No. 109*................... 2.90 -- --
-------- ------- -------
Earnings based on average shares outstanding............. $ 4.79 $ 3.46 $ 3.12
======== ======= =======
Cash dividends declared....................................... $ 1.20 $ 1.20 $ 1.20
Statement of Condition Information:
Total assets............................................. $102,103 $95,862 $98,197
Total loans, net......................................... 59,068 60,645 65,825
Total deposits........................................... 71,509 67,224 71,517
Intermediate- and long-term debt......................... 5,641 6,913 6,612
Common stockholders' equity.............................. 6,723 5,034 4,282
Total stockholders' equity............................... 8,122 6,511 5,324
Profitability Ratios:
Return on average common stockholders' equity............ 14.6% 11.1% 10.5%
Return on average assets................................. 0.94% 0.64% 0.52%
Capital (period-end):
Common stockholders' equity as a % of total assets....... 6.58% 5.25% 4.36%
Total stockholders' equity as a % of total assets........ 7.95% 6.79% 5.42%
Tier 1 capital as a % of net risk-weighted assets........ 8.44% 6.76% 5.32%
Total capital as a % of net risk-weighted assets......... 13.22% 11.12% 9.74%
- - ---------------
<FN>
* Based on average common shares outstanding
</TABLE>
S-3
<PAGE> 4
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes supplements,
and to the extent inconsistent therewith replaces, the description of the
general terms and provisions of the Debt Securities (as defined in the
accompanying Prospectus) set forth under the heading "DESCRIPTION OF DEBT
SECURITIES" in the accompanying Prospectus, to which description reference is
hereby made. The following description will apply to each Note unless otherwise
specified in the applicable Pricing Supplement. Certain terms not defined in
this Prospectus Supplement are defined in the accompanying Prospectus.
GENERAL
The Notes will be either Senior Notes or Subordinated Notes (referred to in
the accompanying Prospectus as "Senior Securities" and "Subordinated
Securities," respectively). The Senior Notes will constitute a single series to
be issued under an Indenture dated as of July 1, 1986, as supplemented by a
First Supplemental Indenture, dated as of November 1, 1990, and a Second
Supplemental Indenture, dated as of May 1, 1991 (as supplemented, the "Senior
Indenture"), between the Company and Bankers Trust Company (the "Senior
Trustee"). The Subordinated Notes will constitute a single series to be issued
under an Amended and Restated Indenture dated as of September 1, 1993 (the
"Subordinated Indenture"), between the Company and Chemical Bank (the
"Subordinated Trustee"). All references herein and in the accompanying
Prospectus to the "Subordinated Indenture" shall be deemed to refer to such
Amended and Restated Indenture. The Senior Indenture and the Subordinated
Indenture are collectively referred to herein and in the accompanying Prospectus
as the "Indentures." The Senior Trustee and the Subordinated Trustee are
collectively referred to herein as the "Trustees." At the date hereof, the
maximum aggregate amount of Notes authorized for issuance is $200,000,000. This
Prospectus Supplement, together with the accompanying Prospectus and any Pricing
Supplement, may be used in connection with the offer and sale of Notes in an
aggregate initial public offering price of up to $200,000,000, subject to
reduction as a result of future sales of the Company's other Securities.
The Indentures do not limit the aggregate principal amount of Debt
Securities that may be issued thereunder and provide that Debt Securities may be
issued in one or more series up to the aggregate principal amount that may be
authorized from time to time by the Company. Debt Securities of any series need
not all be issued at the same time, and a series may be reopened either for
issuances of additional Debt Securities of such series or to establish
additional terms of such series. The Company may concurrently offer other series
of its Medium-Term Notes having different interest rates and variable terms and
such offers may depend upon the aggregate principal amount subject to purchase
in any single transaction.
The Senior Notes will be unsecured and unsubordinated obligations and will
rank pari passu with all other unsecured and unsubordinated indebtedness of the
Company. The Subordinated Notes will be subordinate and junior in right of
payment to the Company's obligations to the holders of Senior Indebtedness of
the Company (as defined in the Subordinated Indenture), including general
creditors, as described under "THE SUBORDINATED SECURITIES--Subordination" in
the accompanying Prospectus. At September 30, 1994, the outstanding Senior
Indebtedness of the Company, exclusive of guarantees and other contingent
obligations of the Company, was approximately $2.8 billion.
Except as may be set forth in a supplement to this Prospectus Supplement,
the Subordinated Notes are not convertible into any other securities and are not
Securities for which Capital Securities are exchangeable, and the Company will
not designate funds with regard to the Subordinated Notes as Available Funds or
Optional Available Funds (as such terms are defined in the Subordinated
Indenture). See "THE SUBORDINATED SECURITIES--Exchangeability" in the
accompanying Prospectus.
Payment of principal of the Subordinated Notes may be accelerated only in
case of the bankruptcy, insolvency or reorganization of the Company. There is no
right of acceleration of the payment of principal of the Subordinated Notes upon
a default in the payment of principal of or interest on such Notes or in the
performance of any covenant of the Company contained in the Subordinated
Indenture. See "THE SUBORDINATED SECURITIES--Events of Default and Waiver
Thereof" in the accompanying Prospectus.
S-4
<PAGE> 5
The Notes will be offered on a continuous basis and will mature on any day
nine months or longer from the date of issue, as selected by the purchaser and
agreed to by the Company.
Unless otherwise indicated in the Pricing Supplement, the Notes will bear
interest at a fixed rate, or at floating rates determined by reference to an
interest rate index or formula which will be set forth in the applicable Pricing
Supplement, or any combination of fixed and floating rates until the principal
thereof is paid or made available for payment. See "Fixed Rate Notes" and
"Floating Rate Notes" below. Notes may be issued as discounted securities
(bearing no interest or interest at rates which at the time of issuance are
below market rates), at prices below their stated principal amounts, which
securities will provide that upon redemption or acceleration of the maturity
thereof amounts less than the principal amounts thereof shall become due and
payable, or as other Notes which for United States Federal income tax purposes
would be considered to have original issue discount ("Original Issue Discount
Notes"). See "UNITED STATES TAXATION" in this Prospectus Supplement.
Unless otherwise specified in the applicable Pricing Supplement, if the
principal of any Original Issue Discount Note is declared to be due and payable
immediately as described in the accompanying Prospectus under "THE SENIOR
SECURITIES--Events of Default and Waiver Thereof" or "THE SUBORDINATED
SECURITIES--Events of Default and Waiver Thereof," the amount of principal due
and payable with respect to such Note shall be its Amortized Face Amount (as
hereinafter defined). See "Optional Redemption and Optional Repayment" below.
Interest, if any, will be payable as specified under "Fixed Rate Notes" and
"Floating Rate Notes" below. Interest payable and punctually paid or duly
provided for on any date on which interest is payable (an "Interest Payment
Date") and on the stated maturity date or upon earlier redemption or repayment
(such stated maturity date or date of redemption or repayment, as the case may
be, being collectively hereinafter referred to as the "Maturity Date"), or on a
later date on which payment may be made hereunder in respect of such Interest
Payment Date, will be paid to the person in whose name a Note is registered at
the close of business on the Regular Record Date (as hereinafter defined) next
preceding such Interest Payment Date; provided, however, that the first payment
of interest on any Note with an Original Issue Date (as set forth in the Pricing
Supplement) between a Regular Record Date and an Interest Payment Date or on an
Interest Payment Date will be made on an Interest Payment Date following the
next succeeding Regular Record Date to the registered holder on such next
succeeding Regular Record Date; provided, further, that interest payable at
maturity or upon earlier redemption or repayment will be payable to the person
to whom principal shall be payable.
The Notes will be issued in denominations of $1,000 or integral multiples
thereof. The minimum denomination of each Note will be $1,000.
The Company will pay any administrative costs imposed by banks in
connection with making payments of principal, interest or premium, by wire
transfer, but any tax, assessment or governmental charge imposed upon payments
will be borne by owners of beneficial interests in Notes issued in book-entry
form in respect of which payments are made.
All references herein to "registered holders" or "holders" will be to DTC
or its nominee and not to owners of beneficial interests in such Notes, except
as otherwise provided. See "Book-Entry Notes" below.
BOOK-ENTRY NOTES
THE DEPOSITORY TRUST COMPANY. The Notes will be issued in whole or in part
in the form of one or more fully registered global Notes (each, a "Global
Book-Entry Note") deposited with the Bank, as custodian (the "Custodian") for
DTC, and registered in the name of Cede & Co., as nominee of DTC.
Ownership of beneficial interests in a Global Book-Entry Note will be shown
on, and the transfer of such interests will be effected only through, records
maintained by DTC. The laws of some states of the United States may require that
certain purchasers of securities take physical delivery of such securities in
certificated
S-5
<PAGE> 6
form. Such transfer restrictions and such laws may impair the ability to own,
transfer or pledge beneficial interests in a Global Book-Entry Note.
So long as DTC or its nominee is the registered holder of a Global
Book-Entry Note, DTC or its nominee will be considered the sole owner or holder
of the Notes represented by such Global Book-Entry Note for all purposes under
the applicable Indenture. Except as provided below, owners of beneficial
interests in a Global Book-Entry Note will not be entitled to have Notes
represented by such Global Book-Entry Note registered in their names, will not
receive or be entitled to receive physical delivery of such Notes in
certificated form and will not be considered the owners or holders thereof under
the applicable Indenture. Except as otherwise provided herein, the holder of the
relevant Global Book-Entry Note shall be the only person entitled to receive
payments with respect to Notes represented by such Global Book-Entry Note. The
Company will in every case be discharged by payment to, or to the order of, the
holder of such Global Book-Entry Note in the amount so paid. Each of the persons
shown in the records of a holder of a Global Book-Entry Note as an owner of a
beneficial interest therein must look solely to the holder of such Global
Book-Entry Note for its share of any such payment so made by the Company.
Transfers between owners of beneficial interests in a Global Book-Entry
Note through DTC ("DTC Holders") will occur in accordance with DTC rules. DTC
Holders may not deliver instructions directly to the Bank as Custodian for DTC.
DTC has advised the Company and the Agents that it is a limited-purpose
trust company organized under the laws of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as amended.
DTC was created to hold securities for its participating organizations ("DTC
Participants") and facilitate the clearance and settlement of securities
transactions between DTC Participants through electronic book-entry changes in
accounts of such DTC Participants, thereby eliminating the need for physical
movement of certificates. DTC Participants include securities brokers and
dealers (including the Agents), banks, trust companies and clearing corporations
and may include certain other organizations. Indirect access to the DTC system
also is available to others such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a DTC Participant,
either directly or indirectly ("Indirect DTC Participants").
DTC can act only on behalf of DTC Participants. Owners of beneficial
interests in a DTC Global Note that are not DTC Participants or Indirect DTC
Participants but desire to purchase, sell or otherwise transfer ownership of
such interests may do so only through DTC Participants and Indirect DTC
Participants. In addition, principal, premium (if any) and interest payments (if
any) on Notes represented by a Global Book-Entry Note will be made by the
Company to DTC or its nominee, as the case may be, as the registered owner of
such Global Book-Entry Note. The Company expects that DTC or its nominee, upon
any receipt of any payment of principal, premium or interest in respect of a
Global Book-Entry Note, will credit immediately the accounts of the DTC
Participants with payment in amounts proportionate to their respective holdings
in principal amount of beneficial interest in such Global Book-Entry Note as
shown on the records of DTC. Neither the Company nor any Trustee nor any Paying
Agent (as hereinafter defined) will have any responsibility or liability for any
aspect of the records relating to or payments made on account of owners of
beneficial interests in a Global Book-Entry Note, or for maintaining,
supervising or reviewing any records relating to such beneficial interests. The
Company also expects that payments by DTC Participants to owners of beneficial
interests in a Global Book-Entry Note held through such DTC Participants will be
governed by standing customer instructions and customary practices, as is now
the case with securities registered in "street name." Such instructions will be
the responsibility of such DTC Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among DTC
Participants on whose behalf it acts with respect to a Global Book-Entry Note
and is required to receive and transmit distributions of principal of, and
premium (if any) and interest (if any) on, such Global Book-Entry Note. DTC
Participants and Indirect DTC Participants with which owners of beneficial
interests in a Global Book-Entry Note have accounts similarly are required to
make book-entry transfers and receive and transmit such payments on behalf of
such owners.
S-6
<PAGE> 7
Because DTC can only act on behalf of DTC Participants, who in turn act on
behalf of Indirect DTC Participants and certain banks, the ability of owners of
beneficial interests in a Global Book-Entry Note to pledge such interests to
persons or entities that do not participate in the DTC system, or otherwise take
actions in respect of such interests, may be limited due to the lack of physical
certificates for the Notes. Currently, DTC may only transmit and receive
payments in U.S. dollars.
ALTERNATE PROCEDURES. Although DTC has agreed to the foregoing procedures
in order to facilitate transfers of beneficial interests in Global Book-Entry
Notes among its participants, it is under no obligation to perform or continue
to perform such procedures and such procedures may be discontinued at any time.
If DTC is at any time unwilling, unable or ineligible to continue as a
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue registered Notes in certificated form in exchange
for beneficial interests in each Global Book-Entry Note. In addition, the
Company may at any time determine not to have Notes represented by Global
Book-Entry Notes, and, in such event, will issue registered Notes in
certificated form in exchange for Global Book-Entry Notes. In any such instance,
an owner of a beneficial interest in a Global Book-Entry Note will be entitled
to physical delivery in certificated form of Notes equal in principal amount to
such beneficial interest and to have such Notes registered in its name. Unless
otherwise indicated in the applicable Pricing Supplement, Notes so issued in
certificated form will be issued in denominations of $1,000 or any amount in
excess thereof that is an integral multiple of $1,000 and will be issued in
registered form only, without coupons.
Notes issued in certificated form may be transferred or exchanged in the
offices described in the immediately following paragraph. Notes issued in
book-entry form through the facilities of DTC may be transferred or exchanged
through a participating member of DTC. No service charge will be made for any
registration of transfer or exchange of Notes issued in certificated form, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
In the case of Notes issued in certificated form, principal, premium (if
any) and interest (if any) will be payable, the transfer of such Notes will be
registrable, and such Notes will be exchangeable for registered Notes bearing
identical terms and provisions and in the same minimum denominations, at the
office or agency of the Company in The City of New York designated for such
purpose; provided, however, that payment of interest, other than interest
payable on the Maturity Date, may be made at the option of the Company by check
mailed to the address of the person in whose name the applicable Note is
registered at the close of business on the relevant Regular Record Date.
PAYING AGENT, REGISTRAR AND TRANSFER AGENT
The initial Paying Agent, Registrar and Transfer Agent is the Bank, acting
through its principal corporate trust offices in The City of New York. The
Company reserves the right at any time to vary or terminate the appointment of
the Paying Agent, Registrar and the Transfer Agent and to appoint additional
Paying Agents, Registrars and Transfer Agents and to approve any change in the
office through which the Paying Agent, Registrar or Transfer Agent acts,
provided that, so long as any Notes remain outstanding, there will at all times
be a Paying Agent in The City of New York and the Company will maintain in The
City of New York one or more offices or agencies where Notes may be presented
for registration of transfer and exchange.
OPTIONAL REDEMPTION AND OPTIONAL REPAYMENT
If set forth in the applicable Pricing Supplement, the Notes will be
subject to redemption by the Company on and after the initial redemption date
fixed at the time of sale (the "Initial Redemption Date"). If no Initial
Redemption Date is indicated with respect to a Note, such Note will not be
redeemable prior to the stated maturity date. On and after the Initial
Redemption Date with respect to any Note, such Note will be redeemable in whole
or in part in increments of $1,000 (provided that any remaining principal amount
of such Note shall be at least $1,000) at the option of the Company at a
redemption price (the "Redemption Price") determined in accordance with the
following paragraph, together with interest thereon payable to the date of
S-7
<PAGE> 8
redemption, on notice given to a holder of a Note no more than 60 nor less than
30 days prior to the date of redemption.
The Redemption Price for each Note subject to redemption may initially be
equal to a certain premium (the "Initial Redemption Percentage") in excess of
100% of the principal amount of such Note to be redeemed, which may decline at
each anniversary of the Initial Redemption Date with respect to such Note by a
percentage (the "Annual Redemption Percentage Reduction") of the principal
amount to be redeemed until the Redemption Price equals 100% of such principal
amount. Any Initial Redemption Percentage and any Annual Redemption Percentage
Reduction with respect to each Note subject to redemption prior to the stated
maturity date will be fixed at the time of sale and set forth in the applicable
Pricing Supplement and in the applicable Note.
If set forth in the applicable Pricing Supplement, the Notes will be
subject to repayment at the option of the holders thereof in accordance with the
terms of the Notes on their respective optional repayment dates fixed at the
time of sale (each, an "Optional Repayment Date"). If no Optional Repayment Date
is indicated with respect to a Note, such Note will not be repayable at the
option of the holder thereof prior to the stated maturity date. On any Optional
Repayment Date with respect to any Note, such Note will be repayable in whole or
in part in increments of $1,000 (provided that any remaining principal amount of
such Note shall be at least $1,000) at the option of such holder at a price
equal to 100% of the principal amount to be repaid, together with interest
thereon accrued to the date of repayment, on notice to the Paying Agent, given
not more than 60 nor less than 30 days prior to the Optional Repayment Date.
While the Notes are represented by the Global Book-Entry Note held by or on
behalf of the Custodian, and registered in the name of DTC or its nominee, the
option for repayment may be exercised by a DTC Participant, on behalf of the
beneficial owners of the Global Book-Entry Notes, by delivering a written notice
substantially similar to the above mentioned form to the applicable Trustee at
its corporate trust office (or such other address of which the Company shall
from time to time notify the Holders), not more than 60 nor less than 30 days
prior to the date of repayment. Notices of elections from DTC Participants on
behalf of beneficial owners of the Global Book-Entry Note to exercise their
option to have such Book-Entry Notes repaid must be received by the applicable
Trustee by 5:00 P.M., New York City time, on the last day for giving such
notice. In order to ensure that a notice is received by the applicable Trustee
on a particular day, the beneficial owner of the Global Book-Entry Note must
direct its DTC Participant before such DTC Participant's deadline for accepting
instructions for that day. Different DTC Participants may have different
deadlines for accepting instructions from their customers. Accordingly,
beneficial owners of the Global Book-Entry Notes should consult the DTC
Participant through which they own their interest therein for the respective
deadlines for such DTC Participant. All notices shall be executed by a duly
authorized officer of such DTC Participant (with signature guaranteed) and shall
be irrevocable. In addition, beneficial owners of the Global Book-Entry Notes
shall effect delivery by causing the applicable DTC Participant to transfer such
beneficial owner's interest in the Global Book-Entry Notes, on the Custodian's
records, to the applicable Trustee. See "BOOK-ENTRY NOTES" in this Prospectus
Supplement.
If applicable, the Company will comply with the requirements of Rule 14a-1
under the Securities Exchange Act of 1934, as amended, and any other securities
laws or regulations in connection with any such repayment.
The Company may at any time purchase Notes at any price or prices in the
open market or otherwise. Notes so purchased by the Company may be held or
resold or, at the discretion of the Company, may be surrendered to the Trustee
for cancellation.
Notwithstanding anything in this Prospectus Supplement to the contrary, if
a Note is an Original Issue Discount Note, the amount payable on such Note in
the event of redemption or repayment prior to the stated maturity date shall be
the Amortized Face Amount of such Note as of the date of redemption or the date
of repayment, as the case may be. The "Amortized Face Amount" of an Original
Issue Discount Note shall be the amount equal to (i) the issue price set forth
in the applicable Pricing Supplement plus (ii) that portion of the difference
between the issue price and the principal amount of such Note that has accrued
at the yield to maturity (computed in accordance with generally accepted United
States bond yield computation principles)
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by such date of redemption or repayment, as calculated by the Calculation Agent
(as hereinafter defined), but in no event shall the Amortized Face Amount of an
Original Issue Discount Note exceed its principal amount.
FIXED RATE NOTES
Each Fixed Rate Note will bear interest from the Original Issue Date at the
rate per annum stated on the face thereof (which may be zero) until the
principal amount thereof is paid or duly made available for payment. Unless
otherwise provided in the applicable Pricing Supplement, interest on Fixed Rate
Notes will be computed on the basis of a 360-day year consisting of twelve
30-day months. Unless otherwise specified in the applicable Pricing Supplement,
interest on Fixed Rate Notes will be payable on the 15th day of each month
during the term of the Notes (each an "Interest Payment Date") and on the
Maturity Date. Unless otherwise provided in the applicable Pricing Supplement,
the "Regular Record Date" for Fixed Rate Notes will be the first day of each
month or if the Interest Payment Dates are other than the 15th day of the month,
the calendar day fifteen days preceding each Interest Payment Date whether or
not such day is a Business Day (as hereinafter defined). If any Interest Payment
Date or the Maturity Date on a Fixed Rate Note falls on a day that is not a
Business Day, the payment shall be made on the next succeeding day that is a
Business Day as if it were made on the date such payment was due and no
additional interest will accrue on the amount so payable for the period from and
after such Interest Payment Date or the Maturity Date, as the case may be.
Interest payments will be in the amount of interest accrued from and including
the next preceding Interest Payment Date in respect of which interest has been
paid or duly provided for (or from and including the Original Issue Date if no
interest has been paid or duly provided for with respect to such Note) to but
excluding the Interest Payment Date or the Maturity Date, as the case may be.
FLOATING RATE NOTES
Each Floating Rate Note will bear interest from the Original Issue Date at
the interest rate index or formula which will be set forth in the applicable
Pricing Supplement until the principal amount thereof is paid or duly made
available for payment. The interest rate on each Floating Rate Note will be
calculated by reference to the specified interest rate index or formula plus or
minus the Spread and/or multiplied by the Spread Multiplier, if any. The
interest rate index or formula will be based upon the Index Maturity (as
hereinafter defined) and adjusted by a Spread and/or Spread Multiplier, if any,
as specified in the applicable Pricing Supplement. The "Spread" is the number of
basis points above or below the interest rate applicable to such Floating Rate
Note, and the "Spread Multiplier" is the percentage applicable to the interest
rate for such Floating Rate Note. The "Index Maturity" is the period to maturity
of the instrument or obligation with respect to which the interest rate index or
formula is calculated. The Spread, Spread Multiplier, Index Maturity and other
variable terms of the Floating Rate Notes are subject to change by the Company
from time to time, but no such change will affect any Floating Rate Note
theretofore issued or as to which an offer to purchase has been accepted by the
Company.
The applicable Pricing Supplement will specify for each Floating Rate Note
the following terms: Original Issue Date, the interest rate index or formula,
Initial Interest Rate (as hereinafter defined), Initial Interest Rate Reset
Date, Interest Payment Dates, Index Maturity, Maturity Date, Maximum Interest
Rate (as hereinafter defined) and/or Minimum Interest Rate (as hereinafter
defined), if any, Spread and/or Spread Multiplier, if any, Initial Redemption
Date, if any, Initial Redemption Percentage, if any, Annual Redemption
Percentage Reduction, if any, defeasance provisions, if any, and Optional
Repayment Dates, if any. Unless otherwise specified in the applicable Pricing
Supplement, the "Regular Record Date" for Floating Rate Notes with respect to
any Interest Payment Date will be the fifteenth calendar day, whether or not
such day is a Business Day, prior to such Interest Payment Date.
The rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semi-annually or annually (each, an "Interest Rate
Reset Date"), as specified in the applicable Pricing Supplement. If any Interest
Rate Reset Date for any Floating Rate Note would be a day that is not a Business
Day, such Interest Rate Reset Date will be postponed to the next succeeding day
that is a Business Day. Unless otherwise specified in the applicable Pricing
Supplement, "Business Day" means any day other than a
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Saturday, Sunday, legal holiday or other day on which banking institutions in
The City of New York are authorized or required by law, regulation or executive
order to close.
A Floating Rate Note may also have either or both of the following: (i) a
maximum limit, or ceiling (the "Maximum Interest Rate"), on the rate of interest
that may accrue during any period; and (ii) a minimum limit, or floor (the
"Minimum Interest Rate"), on the rate of interest which may accrue during any
period. Notwithstanding any Maximum Interest Rate which may be applicable to any
Floating Rate Note pursuant to the above provisions, the interest rate on
Floating Rate Notes will in no event be higher than the maximum rate permitted
by New York law as the same may be modified by United States law of general
application. Under present New York law, the maximum rate of interest, subject
to certain exceptions, for any loan in an amount less than $250,000, is 16%, and
for any loan in the amount of $250,000 or more but less than $2,500,000, is 25%,
per annum on a simple interest basis. These limits do not apply to loans of
$2,500,000 or more.
Unless otherwise indicated in the applicable Pricing Supplement, the
interest rate in effect with respect to a Floating Rate Note during the period
commencing on an Interest Rate Reset Date will be the rate determined on the
second Business Day preceding such Interest Rate Reset Date (the "Interest
Determination Date").
Unless otherwise indicated in the applicable Pricing Supplement, the
interest rate in effect with respect to a Floating Rate Note on each day that is
not an Interest Rate Reset Date will be the interest rate determined as of the
Interest Determination Date pertaining to the immediately preceding Interest
Rate Reset Date, and the interest rate in effect on any day that is an Interest
Rate Reset Date will be the interest rate determined as of the Interest
Determination Date pertaining to such Interest Rate Reset Date, subject in
either case to any Maximum or Minimum Interest Rate limitation referred to
above; provided, however, that the interest rate in effect with respect to a
Floating Rate Note for the period from the Original Issue Date to the Initial
Interest Rate Reset Date (the "Initial Interest Rate") will be specified in the
applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, interest
payments will be in the amount of interest accrued from and including the next
preceding Interest Payment Date in respect of which interest has been paid or
duly provided for (or from and including the Original Issue Date if no interest
has been paid or duly provided for with respect to such Note) to but excluding
the Interest Payment Date or the Maturity Date, as the case may be.
Unless otherwise indicated in the applicable Pricing Supplement, if any
Interest Payment Date for any Floating Rate Note (other than an Interest Payment
Date that occurs on the Maturity Date) would otherwise fall on a day that is not
a Business Day with respect to such Note, such Interest Payment Date shall be
the next succeeding day that is a Business Day. If the Maturity Date of any
Floating Rate Note shall fall on a day that is not a Business Day with respect
to such Note, the payment of interest, principal or premium (if any) due on such
date shall be made on the next succeeding day that is a Business Day and no
additional interest on such amounts shall accrue from the Maturity Date to and
including the date on which any such payment is required to be made.
Unless otherwise indicated in the applicable Pricing Supplement, the Bank
will be the Calculation Agent. Upon the request of the holder of a Floating Rate
Note, the Calculation Agent will provide the interest rate then in effect and,
if determined, the interest rate that will become effective as a result of a
determination made for the next Interest Rate Reset Date with respect to such
Floating Rate Note. The Calculation Agent will also make certain calculations,
specified below, on or prior to the "Calculation Date." Unless otherwise
specified in the applicable Pricing Supplement, the "Calculation Date," where
applicable, pertaining to any Interest Determination Date will be the earlier of
(i) the tenth calendar day after such Interest Determination Date or, if any
such day is not a Business Day, the next succeeding Business Day, or (ii) the
Business Day next preceding the applicable Interest Payment Date or Maturity
Date, as the case may be.
Unless otherwise indicated in the applicable Pricing Supplement, accrued
interest on any Floating Rate Note will be determined by multiplying the face
amount of such Floating Rate Note by an accrued interest factor. Such accrued
interest factor will be computed by adding the interest factor calculated for
each day
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from and including the Original Issue Date, or from but excluding the last date
to which interest has been paid, as the case may be, to and including the date
for which accrued interest is being calculated. Unless otherwise indicated in
the applicable Pricing Supplement, the interest factor for each such day will be
computed by dividing the interest rate applicable to such day by 360.
Unless otherwise indicated in the applicable Pricing Supplement, all
percentages resulting from any calculation of the rate of interest on Floating
Rate Notes will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, with five one-millionths of a percentage point rounded
upward (e.g., 9.876545% (or .09876545) will be rounded upward to 9.87655% (or
.0987655)), and to the nearest cent (with one-half cent being rounded upward).
GOVERNING LAW
The Indentures and the Notes will be governed by, and construed in
accordance with, the laws of the State of New York.
UNITED STATES TAXATION
The following summary of certain United States Federal income tax
consequences of the purchase, ownership and disposition of the Notes is based
upon laws, regulations, rulings and decisions now in effect, all of which are
subject to change (including changes in effective dates) or possible differing
interpretations. It deals only with Notes held as capital assets and does not
purport to deal with persons in special tax situations, such as financial
institutions, insurance companies, regulated investment companies, dealers in
securities or currencies, persons holding Notes as a hedge against currency
risks or as a position in a "straddle" for tax purposes, or persons whose
functional currency is not the United States dollar. It also does not deal with
holders other than original purchasers (except where otherwise specifically
noted). Persons considering the purchase of the Notes should consult their own
tax advisors concerning the application of United States Federal income tax laws
to their particular situations as well as any consequences of the purchase,
ownership and disposition of the Notes arising under the laws of any other
taxing jurisdiction.
As used herein, the term "U.S. Holder" means a beneficial owner of a Note
that is for United States Federal income tax purposes (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof, (iii) an estate or trust the income of which is subject to
United States Federal income taxation regardless of its source or (iv) any other
person whose income or gain in respect of a Note is effectively connected with
the conduct of a United States trade or business. As used herein, the term
"non-U.S. Holder" means a beneficial owner of a Note that is not a U.S. Holder.
U.S. HOLDERS
Payments of Interest. Payments of interest on a Note generally will be
taxable to a U.S. Holder as ordinary interest income at the time such payments
are accrued or are received (in accordance with the U.S. Holder's regular method
of tax accounting).
Original Issue Discount. The following summary is a general discussion of
the United States Federal income tax consequences to U.S. Holders of the
purchase, ownership and disposition of Original Issue Discount Notes. The
following summary is based upon final Treasury regulations (the "OID
Regulations") released by the Internal Revenue Service ("IRS") on January 27,
1994 under the original issue discount provisions of the Internal Revenue Code
of 1986, as amended (the "Code").
For United States Federal income tax purposes, original issue discount is
the excess of the stated redemption price at maturity of a Note over its issue
price, if such excess equals or exceeds a de minimis amount (generally 1/4 of 1%
of the Note's stated redemption price at maturity multiplied by the number of
complete years to its maturity from its issue date or, in the case of a Note
providing for the payment of any amount other than qualified stated interest (as
hereinafter defined) prior to maturity, multiplied by the weighted average
maturity of such Note). The issue price of each Note in an issue of Notes equals
the first
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price at which a substantial amount of such Notes has been sold (ignoring sales
to bond houses, brokers, or similar persons or organizations acting in the
capacity of underwriters, placement agents, or wholesalers). The stated
redemption price at maturity of a Note is the sum of all payments provided by
the Note other than "qualified stated interest" payments. The term "qualified
stated interest" generally means stated interest that is unconditionally payable
in cash or property (other than debt instruments of the issuer) at least
annually at a single fixed rate. In addition, under the OID Regulations, if a
Note bears interest for one or more accrual periods at a rate below the rate
applicable for the remaining term of such Note (e.g., Notes with teaser rates or
interest holidays), and if the greater of either the resulting foregone interest
on such Note or any "true" discount on such Note (i.e., the excess of the Note's
stated principal amount over its issue price) equals or exceeds a specified de
minimis amount, then the stated interest on the Note would be treated as
original issue discount rather than qualified stated interest.
Payments of qualified stated interest on a Note are taxable to a U.S.
Holder as ordinary interest income at the time such payments are accrued or are
received (in accordance with the U.S. Holder's regular method of tax
accounting). A U.S. Holder of an Original Issue Discount Note must include
original issue discount in income as ordinary interest for United States Federal
income tax purposes as it accrues under a constant yield method in advance of
receipt of the cash payments attributable to such income, regardless of such
U.S. Holder's regular method of tax accounting. In general, the amount of
original issue discount included in income by the initial U.S. Holder of an
Original Issue Discount Note is the sum of the daily portions of original issue
discount with respect to such Original Issue Discount Note for each day during
the taxable year (or portion of the taxable year) on which such U.S. Holder held
such Original Issue Discount Note. The "daily portion" of original issue
discount on any Original Issue Discount Note is determined by allocating to each
day in any accrual period a ratable portion of the original issue discount
allocable to that accrual period. An "accrual period" may be of any length and
the accrual periods may vary in length over the term of the Original Issue
Discount Note, provided that each accrual period is no longer than one year and
each scheduled payment of principal or interest occurs either on the final day
of an accrual period or on the first day of an accrual period. The amount of
original issue discount allocable to each accrual period is generally equal to
the difference between (i) the product of the Original Issue Discount Note's
adjusted issue price at the beginning of such accrual period and its yield to
maturity (determined on the basis of compounding at the close of each accrual
period and appropriately adjusted to take into account the length of the
particular accrual period) and (ii) the amount of any qualified stated interest
payments allocable to such accrual period. The "adjusted issue price" of an
Original Issue Discount Note at the beginning of any accrual period is the sum
of the issue price of the Original Issue Discount Note plus the amount of
original issue discount allocable to all prior accrual periods minus the amount
of any prior payments on the Original Issue Discount Note that were not
qualified stated interest payments. Under these rules, U.S. Holders generally
will have to include in income increasingly greater amounts of original issue
discount in successive accrual periods.
A U.S. Holder who purchases an Original Issue Discount Note for an amount
that is greater than its adjusted issue price as of the purchase date and less
than or equal to the sum of all amounts payable on the Original Issue Discount
Note after the purchase date other than payments of qualified stated interest,
will be considered to have purchased the Original Issue Discount Note at an
"acquisition premium." Under the acquisition premium rules, the amount of
original issue discount which such U.S. Holder must include in its gross income
with respect to such Original Issue Discount Note for any taxable year (or
portion thereof in which the U.S. Holder holds the Original Issue Discount Note)
will be reduced (but not below zero) by the portion of the acquisition premium
properly allocable to the period.
Under the OID Regulations, Floating Rate Notes are subject to special rules
whereby a Floating Rate Note will qualify as a "variable rate debt instrument"
if (a) its issue price does not exceed the total noncontingent principal
payments due under the Floating Rate Note by more than a specified de minimis
amount and (b) it provides for stated interest, paid or compounded at least
annually, at current values of (i) one or more qualified floating rates, (ii) a
single fixed rate and one or more qualified floating rates, (iii) a single
objective rate, or (iv) a single fixed rate and a single objective rate that is
a qualified inverse floating rate.
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A "qualified floating rate" is any variable rate where variations in the
value of such rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the
Floating Rate Note is denominated. Although a multiple of a qualified floating
rate will generally not itself constitute a qualified floating rate, a variable
rate equal to the product of a qualified floating rate and a fixed multiple that
is greater than zero but not more than 1.35 will constitute a qualified floating
rate. A variable rate equal to the product of a qualified floating rate and a
fixed multiple that is greater than zero but not more than 1.35, increased or
decreased by a fixed rate, will also constitute a qualified floating rate. In
addition, under the OID Regulations, two or more qualified floating rates that
can reasonably be expected to have approximately the same values throughout the
term of the Floating Rate Note (e.g., two or more qualified floating rates with
values within 25 basis points of each other as determined on the Floating Rate
Note's issue date) will be treated as a single qualified floating rate.
Notwithstanding the foregoing, a variable rate that would otherwise constitute a
qualified floating rate but which is subject to one or more restrictions such as
a maximum numerical limitation (i.e., a cap) or a minimum numerical limitation
(i.e., a floor) may, under certain circumstances, fail to be treated as a
qualified floating rate under the OID Regulations unless such cap or floor is
fixed throughout the term of the Note.
An "objective rate" is a rate that is not itself a qualified floating rate
but which is determined using a single fixed formula and which is based upon (i)
one or more qualified floating rates, (ii) one or more rates where each rate
would be a qualified floating rate for a debt instrument denominated in a
currency other than the currency in which the Floating Rate Note is denominated,
(iii) either the yield or changes in the price of one or more items of actively
traded personal property (other than stock or debt of the issuer or a related
party) or (iv) a combination of objective rates. The OID Regulations also
provide that other variable interest rates may be treated as objective rates if
so designated by the IRS in the future. Despite the foregoing, a variable rate
of interest on a Floating Rate Note will not constitute an objective rate if it
is reasonably expected that the average value of such rate during the first half
of the Floating Rate Note's term will be either significantly less than or
significantly greater than the average value of the rate during the final half
of the Floating Rate Note's term. A "qualified inverse floating rate" is any
objective rate where such rate is equal to a fixed rate minus a qualified
floating rate, as long as variations in the rate can reasonably be expected to
inversely reflect contemporaneous variations in the cost of newly borrowed
funds. The OID Regulations also provide that if a Floating Rate Note provides
for stated interest at a fixed rate for an initial period of less than one year
followed by a variable rate that is either a qualified floating rate or an
objective rate and if the variable rate on the Floating Rate Note's issue date
is intended to approximate the fixed rate (e.g., the value of the variable rate
on the issue date does not differ from the value of the fixed rate by more than
25 basis points), then the fixed rate and the variable rate together will
constitute either a single qualified floating rate or objective rate, as the
case may be.
If a Floating Rate Note that provides for stated interest at either a
single qualified floating rate or a single objective rate throughout the term
thereof qualifies as a "variable rate debt instrument" under the OID
Regulations, then any stated interest on such Note which is unconditionally
payable in cash or property (other than debt instruments of the issuer) at least
annually will constitute qualified stated interest and will be taxed
accordingly. Thus, a Floating Rate Note that provides for stated interest at
either a single qualified floating rate or a single objective rate throughout
the term thereof and that qualifies as a "variable rate debt instrument" under
the OID Regulations will generally not be treated as having been issued with
original issue discount unless the Floating Rate Note is issued at a "true"
discount (i.e., at a price below the Note's stated principal amount) in excess
of a specified de minimis amount. Original issue discount on such a Floating
Rate Note arising from "true" discount is allocated to an accrual period using
the constant yield method described above by assuming that the variable rate is
a fixed rate equal to (i) in the case of a qualified floating rate or qualified
inverse floating rate, the value as of the issue date, of the qualified floating
rate or qualified inverse floating rate, or (ii) in the case of an objective
rate (other than a qualified inverse floating rate), a fixed rate that reflects
the yield that is reasonably expected for the Floating Rate Note.
In general, any other Floating Rate Note that qualifies as a "variable rate
debt instrument" will be converted into an "equivalent" fixed rate debt
instrument for purposes of determining the amount and accrual of original issue
discount and qualified stated interest on the Floating Rate Note. The OID
Regulations
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generally require that such a Floating Rate Note be converted into an
"equivalent" fixed rate debt instrument by substituting any qualified floating
rate or qualified inverse floating rate provided for under the terms of the
Floating Rate Note with a fixed rate equal to the value of the qualified
floating rate or qualified inverse floating rate, as the case may be, as of the
Floating Rate Note's issue date. Any objective rate (other than a qualified
inverse floating rate) provided for under the terms of the Floating Rate Note is
converted into a fixed rate that reflects the yield that is reasonably expected
for the Floating Rate Note. In the case of a Floating Rate Note that qualifies
as a "variable rate debt instrument" and provides for stated interest at a fixed
rate in addition to either one or more qualified floating rates or a qualified
inverse floating rate, the fixed rate is initially converted into a qualified
floating rate (or a qualified inverse floating rate, if the Floating Rate Note
provides for a qualified inverse floating rate). Under such circumstances, the
qualified floating rate or qualified inverse floating rate that replaces the
fixed rate must be such that the fair market value of the Floating Rate Note as
of the Floating Rate Note's issue date is approximately the same as the fair
market value of an otherwise identical debt instrument that provides for either
the qualified floating rate or qualified inverse floating rate rather than the
fixed rate. Subsequent to converting the fixed rate into either a qualified
floating rate or a qualified inverse floating rate, the Floating Rate Note is
then converted into an "equivalent" fixed rate debt instrument in the manner
described above.
Once the Floating Rate Note is converted into an "equivalent" fixed rate
debt instrument pursuant to the foregoing rules, the amount of original issue
discount and qualified stated interest, if any, are determined for the
"equivalent" fixed rate debt instrument by applying the general original issue
discount rules to the "equivalent" fixed rate debt instrument and a U.S. Holder
of the Floating Rate Note will account for tax purposes for such original issue
discount and qualified stated interest as if the U.S. Holder held the
"equivalent" fixed rate debt instrument. Each accrual period, appropriate
adjustments will be made to the amount of qualified stated interest or original
issue discount assumed to have been accrued or paid with respect to the
"equivalent" fixed rate debt instrument in the event that such amounts differ
from the actual amount of interest accrued or paid on the Floating Rate Note
during the accrual period.
If a Floating Rate Note does not qualify as a "variable rate debt
instrument" under the OID Regulations, then the Floating Rate Note would be
treated as a contingent payment debt obligation. It is not entirely clear under
current law how a Floating Rate Note would be taxed if such Note were treated as
a contingent payment debt obligation. The proper United States Federal income
tax treatment of Floating Rate Notes that are treated as contingent payment debt
obligations will be more fully described in the applicable Pricing Supplement.
Certain of the Notes (i) may be redeemable at the option of the Company
prior to their stated maturity (a "call option") and/or (ii) may be repayable at
the option of the holder prior to their stated maturity (a "put option"). Notes
containing such features may be subject to rules that differ from the general
rules discussed above. Investors intending to purchase Notes with such features
should consult their own tax advisors, since the original issue discount
consequences will depend, in part, on the particular terms and features of the
purchased Notes.
U.S. Holders may generally, upon election, include in income all interest
(including stated interest, acquisition discount, original issue discount, de
minimis original issue discount, market discount, de minimis market discount,
and unstated interest, as adjusted by any amortizable bond premium or
acquisition premium) that accrues on a debt instrument by using the constant
yield method applicable to original issue discount, subject to certain
limitations and exceptions.
Short-Term Notes. Notes that have a fixed maturity of one year or less
("Short-Term Notes") will be treated as having been issued with original issue
discount. In general, an individual or other cash method U.S. Holder is not
required to accrue such original issue discount unless the U.S. Holder elects to
do so. If such an election is not made, any gain recognized by the U.S. Holder
on the sale, exchange or maturity of the Short-Term Note will be ordinary income
to the extent of the original issue discount accrued on a straight-line basis,
or upon election under the constant yield method (based on daily compounding),
through the date of sale or maturity, and a portion of the deductions otherwise
allowable to the U.S. Holder for interest on borrowings allocable to the
Short-Term Note will be deferred until a corresponding amount of income is
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realized. U.S. Holders who report income for United States Federal income tax
purposes under the accrual method, and certain other holders including banks and
dealers in securities, are required to accrue original issue discount on a
Short-Term Note on a straight-line basis unless an election is made to accrue
the original issue discount under a constant yield method (based on daily
compounding).
Market Discount. If a U.S. Holder purchases a Note, other than an Original
Issue Discount Note, for an amount that is less than its issue price (or, in the
case of a subsequent purchaser, its stated redemption price at maturity) or, in
the case of an Original Issue Discount Note, for an amount that is less than its
adjusted issue price as of the purchase date, such U.S. Holder will be treated
as having purchased such Note at a "market discount," unless such market
discount is less than a specified de minimis amount.
Under the market discount rules, a U.S. Holder will be required to treat
any partial principal payment (or, in the case of an Original Issue Discount
Note, any payment that does not constitute qualified stated interest) on, or any
gain realized on the sale, exchange, retirement or other disposition of, a Note
as ordinary income to the extent of the lesser of (i) the amount of such payment
or realized gain or (ii) the market discount which has not previously been
included in income and is treated as having accrued on such Note at the time of
such payment or disposition. Market discount will be considered to accrue
ratably during the period from the date of acquisition to the maturity date of
the Note, unless the U.S. Holder elects to accrue market discount on the basis
of semiannual compounding.
A U.S. Holder may be required to defer the deduction of all or a portion of
the interest paid or accrued on any indebtedness incurred or maintained to
purchase or carry a Note with market discount until the maturity of the Note or
certain earlier dispositions, because a current deduction is only allowed to the
extent the interest expense exceeds an allocable portion of market discount. A
U.S. Holder may elect to include market discount in income currently as it
accrues (on either a ratable or semiannual compounding basis), in which case the
rules described above regarding the treatment as ordinary income of gain upon
the disposition of the Note and upon the receipt of certain cash payments and
regarding the deferral of interest deductions will not apply. Generally, such
currently included market discount is treated as ordinary interest for United
States Federal income tax purposes. Such an election will apply to all debt
instruments acquired by the U.S. Holder on or after the first day of the taxable
year to which such election applies and may be revoked only with the consent of
the IRS.
Premium. If a U.S. Holder purchases a Note for an amount that is greater
than the sum of all amounts payable on the Note after the purchase date other
than payments of qualified stated interest, such U.S. Holder will be considered
to have purchased the Note with "amortizable bond premium" equal in amount to
such excess. A U.S. Holder may elect to amortize such premium using a constant
yield method over the remaining term of the Note and may offset interest
otherwise required to be included in respect of the Note during any taxable year
by the amortized amount of such excess for the taxable year. However, if the
Note may be optionally redeemed after the U.S. Holder acquires it at a price in
excess of its stated redemption price at maturity, special rules would apply
which could result in a deferral of the amortization of some bond premium until
later in the term of the Note. Any election to amortize bond premium applies to
all taxable debt obligations then owned and thereafter acquired by the U.S.
Holder and may be revoked only with the consent of the IRS.
Disposition of a Note. Except as discussed above, upon the sale, exchange
or retirement of a Note, a U.S. Holder generally will recognize taxable gain or
loss equal to the difference between the amount realized on the sale, exchange
or retirement (other than amounts representing accrued and unpaid interest) and
such U.S. Holder's adjusted tax basis in the Note. A U.S. Holder's adjusted tax
basis in a Note generally will equal such U.S. Holder's initial investment in
the Note increased by any original issue discount included in income (and
accrued market discount, if any, if the U.S. Holder has included such market
discount in income) and decreased by the amount of any payments, other than
qualified stated interest payments, received and amortizable bond premium taken
with respect to such Note. Such gain or loss generally will be long-term capital
gain or loss if the Note were held for more than one year.
S-15
<PAGE> 16
NON-U.S. HOLDERS
A non-U.S. Holder will not be subject to United States Federal income taxes
on payments of principal, premium (if any) or interest (including original issue
discount, if any) on a Note, unless such non-U.S. Holder is a direct or indirect
10% or greater stockholder of the Company, a controlled foreign corporation
related to the Company or a bank receiving interest described in Section
881(c)(3)(A) of the Code. To qualify for the exemption from taxation, the last
United States payor in the chain of payment prior to payment to a non-U.S.
Holder (the "Withholding Agent") must have received in the year in which a
payment of interest or principal occurs, or in either of the two preceding
calendar years, a statement that (i) is signed by the beneficial owner of the
Note under penalties of perjury, (ii) certifies that such owner is not a U.S.
Holder and (iii) provides the name and address of the beneficial owner. The
statement may be made on an IRS Form W-8 or a substantially similar form, and
the beneficial owner must inform the Withholding Agent of any change in the
information on the statement within 30 days of such change. If a Note is held
through a securities clearing organization or certain other financial
institutions, the organization or institution may provide a signed statement to
the Withholding Agent. However, in such case, the signed statement must be
accompanied by a copy of the IRS Form W-8 or the substitute form provided by the
beneficial owner to the organization or institution. The Treasury Department is
considering implementation of further certification requirements aimed at
determining whether the issuer of a debt obligation is related to holders
thereof.
Generally, a non-U.S. Holder will not be subject to Federal income taxes on
any amount which constitutes capital gain upon retirement or disposition of a
Note, provided the gain is not effectively connected with the conduct of a trade
or business in the United States by the non-U.S. Holder. Certain other
exceptions may be applicable, and a non-U.S. Holder should consult its tax
advisor in this regard.
The Notes will not be includible in the estate of a non-U.S. Holder unless
the individual is a direct or indirect 10% or greater stockholder of the Company
or, at the time of such individual's death, payments in respect of the Notes
would have been effectively connected with the conduct by such individual of a
trade or business in the United States.
BACKUP WITHHOLDING
Backup withholding of United States Federal income tax at a rate of 31% may
apply to payments made in respect of the Notes to beneficial owners who are not
"exempt recipients" and who fail to provide certain identifying information
(such as the beneficial owner's taxpayer identification number) in the required
manner. Generally, individuals are not exempt recipients, whereas corporations
and certain other entities generally are exempt recipients. Payments made in
respect of the Notes to a U.S. Holder must be reported to the IRS, unless the
U.S. Holder is an exempt recipient or establishes an exemption. Compliance with
the identification procedures described in the preceding section would establish
an exemption from backup withholding for those non-U.S. Holders who are not
exempt recipients.
In addition, upon the sale of a Note to (or through) a broker, the broker
must withhold 31% of the entire purchase price, unless either (i) the broker
determines that the seller is a corporation or other exempt recipient or (ii)
the seller provides, in the required manner, certain identifying information
and, in the case of a non-U.S. Holder, certifies that such seller is a non-U.S.
Holder (and certain other conditions are met). Such a sale must also be reported
by the broker to the IRS, unless either (i) the broker determines that the
seller is an exempt recipient or (ii) the seller certifies its non-U.S. status
(and certain other conditions are met). Certification of the beneficial owner's
non-U.S. status would be made normally on an IRS Form W-8 under penalties of
perjury, although in certain cases it may be possible to submit other
documentary evidence.
Any amounts withheld under the backup withholding rules from a payment to a
beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States Federal income tax provided the required
information is furnished to the IRS.
S-16
<PAGE> 17
PLAN OF DISTRIBUTION OF NOTES
The Notes are being offered on a continuous basis for sale by the Company
through Smith Barney Inc. and Chase Securities, Inc. and any other Agents
designated in the applicable Pricing Supplement. If agreed to by the Company and
the applicable Agent, such Agent may utilize its best efforts on an agency basis
to solicit offers to purchase the Notes at 100% of the principal amount thereof,
unless otherwise specified in an applicable Pricing Supplement. The Company will
pay the applicable Agent a commission which, depending on the maturity of the
Notes, will range from .20% to 3.00% of the principal amount of any Note sold
through such Agent. Commissions and discounts with respect to Notes with
maturities in excess of 30 years will be negotiated between the Company and such
Agent at the time of such sale. The Company may also sell Notes directly to
investors and other purchasers on its own behalf in those jurisdictions where it
is authorized to do so.
In addition, the Agents may offer the Notes they have purchased as
principal to other dealers for resale to investors, and may allow any portion of
the discount received in connection with such purchases from the Company to such
dealers. After the initial public offering of Notes to be resold to investors
and other purchasers, the public offering price (in the case of Notes to be
resold on a fixed public offering price basis), concession and discount may be
changed.
The Company reserves the right to withdraw, cancel or modify any offer to
sell Notes without notice and may reject orders in whole or in part whether
placed directly with the Company or through an Agent. Each Agent will have the
right, in its discretion reasonably exercised, to reject, in whole or in part,
any offer to purchase Notes received by it on an agency basis.
Unless otherwise provided in a Pricing Supplement, payment of the purchase
price of the Notes will be required to be made in immediately available funds in
The City of New York on the date of settlement.
The Agents, whether acting as agent or principal, may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). The Company has agreed to indemnify the Agents against
certain liabilities, including liabilities under the Securities Act, or to
contribute to payments that the Agents may be required to make in respect
thereof. The Agents may engage in transactions with, or perform services for,
the Company in the ordinary course of business.
The Agents may from time to time purchase and sell Notes in the secondary
market, but they are not obligated to do so, and there can be no assurance that
there will be a secondary market for the Notes or liquidity in the secondary
market if one develops. From time to time, each of the Agents may make a market
in the Notes, but no Agent is obligated to do so and may discontinue any
market-making at any time.
In addition to Notes being offered through the Agents as described herein,
other series of notes (including other series of Medium-Term Notes) that may
have terms identical or similar to the terms of the Notes may be concurrently
offered by the Company on a continuous basis both inside and outside the United
States pursuant to one or more separate distribution agreements with the Agents
or other agents. Pursuant to such agreements, such agents may also purchase
notes as principal for their own account or for resale, and the Company may make
direct sales of notes on its own behalf. Any notes so offered and sold in excess
of certain amounts will reduce correspondingly the maximum aggregate principal
amount of Notes that may be offered by this Prospectus Supplement and the
accompanying Prospectus.
The offering of the Notes will conform to the requirements set forth in
applicable sections of Schedule E to the By-laws of the National Association of
Securities Dealers, Inc.
EXPERTS
The consolidated financial statements of the Corporation as of December 31,
1993 and 1992 and for each of the three years in the period ended December 31,
1993 incorporated in this Prospectus Supplement and Prospectus by reference to
the Company'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 LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
S-17
<PAGE> 18
LEGAL OPINIONS
The validity of the Notes is being passed upon for the Company by Robert B.
Adams, Deputy General Counsel of the Company and the Bank, and on behalf of the
Agents by Brown & Wood, New York, New York. At September 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 Company.
S-18
<PAGE> 19
PROSPECTUS
[LOGO]
$2,827,525,000
THE CHASE MANHATTAN CORPORATION
DEBT SECURITIES, DEBT WARRANTS, PREFERRED STOCK,
CURRENCY WARRANTS, INDEX WARRANTS AND INTEREST RATE WARRANTS
------------------------
The Chase Manhattan Corporation (the "Company") may offer from time to time
pursuant hereto its (i) unsecured debt securities which may be either Senior
(the "Senior Securities") or Subordinated (the "Subordinated Securities") in
priority of payment, consisting of debentures, notes or other evidences of
indebtedness (collectively, "Debt Securities"), (ii) warrants to purchase Debt
Securities (the "Debt Warrants"), (iii) shares of its preferred stock without
par value ("Preferred Stock"), (iv) warrants entitling the holders thereof to
receive from the Company, upon exercise, the cash value of the right to sell
("Currency Put Warrants") and to purchase ("Currency Call Warrants" and,
together with the Currency Put Warrants, the "Currency Warrants") a certain
amount of one currency or currency unit for a certain amount of a different
currency or currency unit, all as shall be designated by the Company at the
time of offering, (v) warrants entitling the holders thereof to receive from
the Company, upon exercise, an amount in cash determined by reference to
decreases ("Index Put Warrants") or increases ("Index Call Warrants") in the
level of a specified index (an "Index") which may be based on one or more U.S.
or foreign stocks, bonds or other securities, one or more U.S. or foreign
interest rates, one or more currencies or currency units, or any combination
of the foregoing, or determined by reference to the differential between any
two Indices ("Index Spread Warrants" and, together with the Index Put Warrants
and the Index Call Warrants, the "Index Warrants"), all as shall be designated
by the Company at the time of offering, and (vi) warrants entitling the holders
thereof to receive from the Company, upon exercise, an amount in cash
determined by reference to decreases ("Interest Rate Put Warrants") or
increases ("Interest Rate Call Warrants" and, together with the Interest Rate
Put Warrants, the "Interest Rate Warrants") in the yield, closing price or rate
of one or more specified debt instruments issued either by the United States
Government or by a foreign government (the "Government Debt Instrument"), in
the interest rate or interest rate swap rate established from time to time by
one or more specified financial institutions (the "Financial Institution Rate")
or in any specified combination of Government Debt Instruments and/or Financial
Institution Rates, all as shall be designated by the Company at the time of
offering. The Debt Securities, Debt Warrants, Preferred Stock, Currency
Warrants, Index Warrants and Interest Rate Warrants are collectively referred
to as the "Securities." The Debt Warrants, Currency Warrants, Index Warrants
and Interest Rate Warrants are collectively referred to as the "Warrants."
The Company may issue Securities at an aggregate initial offering price
which will result in proceeds to the Company of not more than $2,827,525,000 or,
if applicable, the equivalent thereof in any other currency or currency units.
The Securities may be offered as separate series in amounts, at prices and on
terms to be set forth in the applicable Prospectus Supplement. The terms of each
series of Securities, including, where applicable, the specific designation,
priority, aggregate principal amount or number of shares, authorized
denominations or stated value per share, maturity, interest or dividend rate or
rates (or method of ascertaining same), interest or dividend payment dates, any
optional or mandatory redemption terms, any conversion, exchange or sinking fund
provisions, any initial public offering price, the proceeds to the Company,
listing on any securities exchange, and any other specific terms of or in
connection with the offering and sale of such series (the "Offered Securities")
also will be set forth in the applicable Prospectus Supplement. As used herein,
Securities shall include securities denominated in United States dollars or, at
the option of the Company, if so specified in the applicable Prospectus
Supplement, in any other currency, currency unit or composite of currencies or
in amounts determined by reference to an index.
The Senior Securities will rank equally with all other unsubordinated and
unsecured indebtedness of the Company. The Subordinated Securities will be
subordinated to all existing and future Senior Indebtedness of the Company (as
defined below). At September 30, 1994, the outstanding Senior Indebtedness of
the Company, exclusive of guarantees and other contingent obligations, was
approximately $2.8 billion. See "DESCRIPTION OF DEBT SECURITIES -- General."
When Warrants are offered, the Prospectus Supplement will set forth the
specific terms, such as, where applicable, the specific designation, aggregate
number of Warrants, the initial public offering price, exercise price,
detachability, the currency or currency unit for which the Warrants may be
purchased, the currency or currency unit in which the cash settlement value or
the exercise price is payable, the method of calculation of the cash settlement
value, the date on which such Warrants become exercisable and the expiration
date, provisions, if any, for the automatic exercise and/or cancellation prior
to the expiration date, a discussion of certain United States federal income
tax, accounting or other special considerations applicable thereto and any other
terms in connection with such offering and sale.
The Securities 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 Offered Securities 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 the applicable Prospectus
Supplement. The net proceeds to the Company from such sale also will be set
forth in the applicable Prospectus Supplement.
------------------------
THE OFFERED SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NONBANK 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 SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
------------------------
THE DATE OF THIS PROSPECTUS IS NOVEMBER 23, 1994.
<PAGE> 20
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
"SEC"). Proxy statements, reports and other information concerning the Company
can be inspected and copied at the SEC's office at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and the SEC's Regional Offices in New York (7 World Trade
Center, Suite 1300, New York, New York 10048) 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 SEC 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 SEC 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 SEC:
(i) Annual Report on Form 10-K for the year ended December 31, 1993,
filed pursuant to Section 13 of the Exchange Act, including the portions of
THE CHASE MANHATTAN CORPORATION 1993 ANNUAL REPORT incorporated therein
(the "1993 Annual Report").
(ii) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994, June 30, 1994 and September 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, August 11, 1994, October 18, 1994 and November 18,
1994 filed pursuant to Section 13 of the Exchange Act.
(iv) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 filed pursuant to Section 12 of
the Exchange Act on April 11, 1969, as amended by amendments thereto on
Form 8 filed on June 20, 1969, April 8, 1988, May 17, 1990 and April 19,
1993 and the description of the Company's Junior Participating Preferred
Stock Purchase Rights contained in the Company's Registration Statement on
Form 8-A filed on February 17, 1989, including all amendments and reports
filed for the purpose of updating such descriptions prior to the
termination of the offering of the Securities of the Company offered
hereby.
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 Securities 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.
------------------------
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement thereto are stated in United States dollars ("$",
"dollars" or "U.S.$").
2
<PAGE> 21
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 commercial
and consumer financing, investment banking, securities trading and investment
advisory services. The Corporation's primary strategy is that of a global bank
with a diversified domestic base serving three interrelated franchises: global
financial services, domestic consumer products and regional banking in the
northeastern United States. Over the last few years, the Corporation has focused
its business and marketing efforts on two types of customers -- retail
(individuals and small and medium-sized businesses) and wholesale (primarily
large corporations and institutions). The Corporation's business groups serving
retail customers are National Consumer Product Companies, Regional Banking and
Global Private Banking; those serving wholesale customers are Global Corporate
Finance, Global Markets and Transaction and Information Services. In addition to
these core business groups, the Real Estate Finance Sector manages the
Corporation's loan portfolio related to the domestic commercial real estate
business and the LDC Portfolio Management group oversees the Corporation's
portfolio of cross-border extensions of credit to refinancing countries.
The Company's ability to pay dividends on its preferred and common stock is
derived from several sources, including, among other sources, 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"). Under these limitations as recently amended, a national bank
may not pay a dividend in an amount greater than its undivided profits. The
approval of the OCC is required if the total of all dividends declared by a
national bank in any calendar year exceeds such bank's net income for that year,
combined with its retained net income for the preceding two calendar years, less
any required transfers to surplus.
At September 30, 1994, under the more restrictive of these limitations, the
Bank could declare dividends during the remainder of 1994 of approximately $1.3
billion, combined with an additional amount equal to its net income from
September 30, 1994 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") could declare dividends during the remainder
of 1994 of approximately $1 billion and $6 million, respectively, combined with
an additional amount equal to their respective retained net profits from
September 30, 1994 up to the date of any dividend declaration. The payment of
dividends by bank holding companies and their banking subsidiaries may also be
limited by other factors, including applicable regulatory 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 USA and Chase Maryland, that are insured
by the Federal Deposit Insurance Corporation (the "FDIC"), may finance or
otherwise supply funds to certain of their affiliates. In particular, each 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 banking subsidiaries of the Company from lending to the Company and
their affiliates unless such extensions of credit are secured by collateral in
specified amounts and are made on terms and conditions that are substantially
the same as those prevailing for comparable transactions with non-affiliated
companies. Further, such covered transactions by any 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.
3
<PAGE> 22
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.
REGULATORY DEVELOPMENTS
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") was enacted, among other things, to increase funding for the FDIC's
Bank Insurance Fund, and establish standards for, and restrictions on,
activities of depository institutions based upon capital status and supervisory
evaluation by federal banking regulators. Federal banking agencies were required
to adopt various rules and regulations implementing FDICIA, most of which have
already been promulgated; others of which are still in the rulemaking process.
Through September 30, 1994, regulations have been promulgated under FDICIA
covering a variety of matters including assessment of risk-based deposit
insurance and prompt corrective action measures available to federal regulators
based on the capital category of an institution. Based upon its assessment of
the impact of all of the regulations issued under FDICIA, the Company does not
expect any of them to have a material effect on its operations.
Further rules have been proposed under FDICIA, governing such matters as
accounting and capital requirements. Until the various regulations are adopted
in final form, however, it is difficult to assess how they will impact the
Company's financial condition or operations.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the net
proceeds from the sale of the Securities will be applied to general corporate
purposes, including, without limitation, advances to or investments in banking
and non-banking subsidiaries of the Company and the repayment of commercial
paper or other 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
The following are the consolidated ratios of earnings to fixed charges for
the Corporation for the nine-month period ending September 30, 1994 and for each
of the years in the five-year period ended December 31, 1993:
<TABLE>
<CAPTION>
YEAR ENDED
NINE MONTHS DECEMBER 31,
ENDED --------------------------------
SEPTEMBER 30, 1994 1993 1992 1991 1990 1989
------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.................. 1.9x 1.3 x 1.4 x 1.3 x * *
Including Interest on Deposits.................. 1.4 1.1 1.2 1.1 * *
- - ---------------
<FN>
* For the years ended December 31, 1990 and 1989, earnings did not cover fixed
charges by $91 million and $449 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) plus applicable income taxes and fixed charges, 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 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 and one-third (the amount
deemed to represent an interest factor) of net rental expense under all lease
commitments.
4
<PAGE> 23
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 nine-month
period ended September 30, 1994 and for each of the years in the five-year
period ended December 31, 1993:
<TABLE>
<CAPTION>
YEAR ENDED
NINE MONTHS DECEMBER 31,
ENDED --------------------------------
SEPTEMBER 30, 1994 1993 1992 1991 1990 1989
------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.................. 1.7x 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.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The Debt Securities may be issued from time to
time in one or more series. The particular terms of each series of Debt
Securities offered by any Prospectus Supplement and the extent, if any, to which
such general provisions may apply to the Debt Securities so offered will be
described in the applicable Prospectus Supplement.
The Senior Securities will be issued under an Indenture, dated as of July
1, 1986, as supplemented by a First Supplemental Indenture, dated as of November
1, 1990, and a Second Supplemental Indenture, dated as of May 1, 1991, between
the Company and Bankers Trust Company, as Trustee (the "Senior Trustee") (said
Indenture as so supplemented, the "Senior Indenture"). The Subordinated
Securities will be issued under the Amended and Restated Indenture, dated as of
September 1, 1993, between the Company and Chemical Bank, as Trustee (the
"Subordinated Trustee") (said Indenture is referred to as the "Subordinated
Indenture"). The Senior Indenture and the Subordinated Indenture are hereinafter
collectively referred to as the "Indentures."
The statements under this caption relating to the Debt Securities include
brief summaries of certain provisions of the Indentures, do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, the applicable Indenture, each of which is filed as an exhibit to the
Registration Statement. Such summaries encompass all the material provisions of
the Debt Securities and their related Indentures, including the definitions
therein of certain terms. All article and section references appearing herein
are to articles and sections of the applicable Indenture, and all capitalized
terms not defined herein have the meanings specified in such Indenture. Whenever
terms which are defined in an Indenture are referred to, it is intended that
such defined terms shall be incorporated herein by reference.
Because the Company is a holding company, its rights and the rights of its
creditors, including the Holders of the Debt Securities, to participate in the
assets of any subsidiary upon the latter's liquidation or recapitalization would
be subject to the prior claims of such subsidiary's creditors except to the
extent that the Company may itself be a creditor with recognized claims against
such subsidiary. There is no restriction in the
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Debt Securities or either Indenture against the incurring of indebtedness by the
Company, the Bank or any other subsidiary of the Company.
The Debt Securities may be issued either in registered form ("Registered
Securities") or bearer form ("Bearer Securities") with coupons attached or both.
The Bearer Securities will be offered only to non-United States persons and to
offices of certain United States financial institutions located outside the
United States.
GENERAL
Neither Indenture limits the amount of Debt Securities which may be issued
thereunder and Debt Securities may be issued thereunder up to the aggregate
principal amount which may be authorized from time to time by the Company. The
Senior Securities will be unsecured and will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company. The Subordinated
Securities will be unsecured and will be subordinate and junior in right of
payment to the Company's obligations to the Holders of Senior Indebtedness of
the Company. See "THE SUBORDINATED SECURITIES -- Subordination." Unless
otherwise set forth in the applicable Prospectus Supplement, neither the
Indentures nor the Debt Securities contain provisions which would afford holders
of Debt Securities protection in the event of a takeover, recapitalization or
similar restructuring involving the Company, which could adversely affect the
Debt Securities.
Reference is made to the applicable Prospectus Supplement that will contain
the specific terms of the series of Debt Securities that are Offered Securities,
including where applicable: (1) the title and priority of the Offered
Securities; (2) any limit on the aggregate principal amount of the Offered
Securities; (3) the price or prices (expressed as a percentage of the aggregate
principal amount thereof) at which the Offered Securities will be issued; (4)
the date or dates on which the Offered Securities will mature; (5) the rate or
rates (which may be fixed or variable) per annum at which the Offered Securities
will bear interest, if any, or the method of determining the same, and the date
or dates from which such interest, if any, will accrue; (6) the Interest Payment
Dates, if any, for the interest payable on the Offered Securities and the
Regular Record Dates for the interest payable on Registered Securities and
whether any such payments may be postponed or deferred; (7) whether interest in
respect of any portion of a temporary global Debt Security representing the
Offered Securities which is payable in respect of an Interest Payment Date prior
to the issuance of definitive Debt Securities will be credited to the Persons
entitled thereto on such Interest Payment Date; (8) any mandatory or optional
sinking fund, amortization or analogous provisions; (9) the place or places
where the principal of (and premium, if any) and interest, if any, on the
Offered Securities will be payable if other than solely at the Principal Trust
Office (as defined under "Payment and Paying Agents" below); (10) the date, if
any, after which and the price or prices at which the Offered Securities may,
pursuant to any optional or mandatory redemption provisions, be redeemed, in
whole or in part, and the other detailed terms and provisions of any such
optional or mandatory redemption provisions; (11) whether the Offered Securities
are to be issuable as Registered Securities or Bearer Securities or both, any
restrictions applicable to the offer, sale or delivery of Bearer Securities,
whether the Offered Securities may be issued in global form, and, if so, the
circumstances under which such Offered Securities may be exchanged for Offered
Securities of like tenor issued in a different form, and the name of the
depository with respect to any global Offered Security; (12) any special
provisions for the payment of additional amounts with respect to the Offered
Securities; (13) the denominations in which any Offered Securities which are
Registered Securities will be issuable if other than denominations of $1,000 and
any integral multiple thereof, and the denominations in which any Offered
Securities which are Bearer Securities will be issuable if other than the
denomination of $5,000; (14) the currency, currency unit or currencies of
payment of principal of (and premium, if any) and interest, if any, on the
Offered Securities if other than dollars; (15) any index, currency exchange
rate, commodity or derivative instrument price, or other publicly available data
used to determine the amount of payments of principal of (and premium, if any)
and interest, if any, on the Offered Securities; (16) any special United States
tax considerations applicable to any Offered Securities; (17) any special
provisions relating to defeasance of the Senior Securities; (18) any conversion
or exchange provisions; and (19) any other terms of the Offered Securities not
inconsistent with the provisions of the applicable Indenture.
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Debt Securities may be issued as Original Issue Discount Securities (as
defined in the applicable Indenture) to be sold at a substantial discount below
their principal amount. Special United States federal income tax considerations
applicable to Debt Securities issued at an original issue discount, including
Original Issue Discount Securities and other special considerations applicable
to such series of Debt Securities will be set forth in the applicable Prospectus
Supplement.
REGISTRATION AND TRANSFER
Unless otherwise provided with respect to any series of Debt Securities,
the Debt Securities of each series will be issuable as Registered Securities. If
so provided with respect to a series of Debt Securities, however, Debt
Securities may be issued solely as Bearer Securities, or in a combination of
both Registered Securities and Bearer Securities. Unless otherwise specified
with respect to such series of Debt Securities, Debt Securities issued in bearer
form shall have interest coupons attached. (Indentures Section 201) Bearer
Securities may not be offered, sold, resold or delivered in connection with
their original issuance in the United States or to United States persons (each
as defined below) other than offices located outside the United States of
certain United States financial institutions. Purchasers of Bearer Securities
will be subject to certification procedures, and may be affected by certain
limitations under United States tax laws. (Indentures Section 311) See
"-- Limitations on Issuance of Bearer Securities."
If Debt Securities of any series are issuable as both Registered Securities
and Bearer Securities, at the option of the Holder and subject to the terms of
the respective Indenture, (i) Bearer Securities (with all unmatured coupons,
except as provided below, and all matured coupons in default) of such series
will be exchangeable into an equal aggregate principal amount of Registered
Securities of the same series of any authorized denominations and like tenor and
(ii) Registered Securities of such series will be exchangeable into an equal
aggregate principal amount of Registered Securities of the same series of
different authorized denominations and like tenor. Bearer Securities surrendered
in exchange for Registered Securities between a Regular Record Date and the
relevant Interest Payment Date shall be surrendered without the coupon relating
to such Interest Payment Date. (Indentures Section 305) Bearer Securities will
not be issued in exchange for Registered Securities.
Debt Securities may be presented for exchange as provided above, and
Registered Securities may be presented for transfer (with the form of transfer
endorsed thereon duly executed), at the office of the Security Registrar and at
the office of any transfer agent appointed by the Company for such purpose with
respect to Debt Securities of a series and referred to in the applicable
Prospectus Supplement without service charge and upon payment of any taxes and
other governmental charges as described in the Indentures. Such transfer or
exchange will be effected upon the Security Registrar or such transfer agent, as
the case may be, being satisfied with the documents of title and identity of the
person making the request. (Indentures Section 305) Unless otherwise specified
in the applicable Prospectus Supplement with respect to any Offered Securities,
the Bank, acting through its office in The City of New York where at any
particular time its corporate agency business is conducted, is designated as
Security Registrar. (Indentures Section 1002)
The Company shall not be required to (i) issue, register the transfer of or
exchange Debt Securities of any series for a period of 15 days immediately
preceding the date notice of redemption is given; (ii) register the transfer of
or exchange any Registered Security called for redemption in whole or in part,
except the unredeemed portion of any Registered Security being redeemed in part;
or (iii) exchange any Bearer Security called for redemption, except to exchange
such Bearer Security for a Registered Security of that series which is
immediately surrendered for redemption. (Indentures Section 305) The
Subordinated Indenture also provides that the Company shall not be required to
(i) issue, register the transfer of or exchange Subordinated Securities of any
series during a period beginning at the opening of business 15 days before the
day of mailing of a notice of exchange of Capital Securities (as defined below)
for Subordinated Securities of that series selected for exchange of Capital
Securities therefor and ending at the close of business on the day of such
mailing; or (ii) register the transfer of or exchange any security of a series
selected for exchange for Capital Securities. (Subordinated Indenture Section
305)
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LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax and securities laws and
regulations, Bearer Securities may not be offered, sold, resold or delivered, as
part of their issuance at any time or otherwise until 40 days after their
closing date, in the United States or to United States persons other than to
offices of United States financial institutions located outside the United
States which agree in writing to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations thereunder, and any underwriters, agents and
dealers participating in the offering of Debt Securities will agree that they
will not offer any Bearer Securities for sale or resale during the restricted
period in the United States or to United States persons (other than the
financial institutions described above) nor deliver Bearer Securities within the
United States. Bearer Securities will bear a legend substantially to the
following effect: "Any United States person who holds this obligation will be
subject to limitations under the United States income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue
Code."
As used herein, "United States person" means any citizen or resident of the
United States, any corporation or partnership or other entity created or
organized in or under the laws of the United States or any state thereof or any
estate or trust the income of which is subject to United States federal income
taxation regardless of its source, and "United States" means the United States
of America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. (Indentures Section
311)
TEMPORARY GLOBAL DEBT SECURITIES
Pending the availability of definitive Debt Securities, Debt Securities
which are issuable as Bearer Securities initially may be represented by one or
more temporary global Debt Securities, without interest coupons, to be deposited
with a common depositary in London for the Euroclear System ("Euroclear") and
Cedel S.A. for credit to the designated accounts against certifications to the
effect described below. Unless otherwise indicated in the applicable Prospectus
Supplement, any such temporary global Debt Security will be exchangeable only
for definitive Bearer Securities. Such exchange may occur following the
availability of definitive forms of Bearer Securities, subject to any further
limitations described in the applicable Prospectus Supplement, and only upon
certification that such Bearer Securities are not being acquired by or on behalf
of a United States person (other than by or through certain foreign branches of
United States financial institutions) or by a person who has purchased the
Bearer Securities for resale within the United States or to United States
persons. No such Bearer Security delivered in exchange for a portion of a
temporary global Debt Security shall be mailed or otherwise delivered to any
location in the United States in connection with such exchange. (Indentures
Sections 304, 311)
If so specified in the applicable Prospectus Supplement, interest in
respect of any portion of a temporary global Debt Security payable in respect of
an Interest Payment Date prior to the issuance of definitive Bearer Securities
will be paid to each of Euroclear and Cedel S.A. with respect to the portion of
such temporary global Debt Security held for its account. Each of Euroclear and
Cedel S.A. will undertake in such circumstances to credit such interest received
by it in respect of a temporary global Debt Security to the respective accounts
for which it holds such temporary global Debt Security only upon receipt in each
case of certification that, as of the relevant Interest Payment Date, the
portion of such temporary global Debt Security on which such interest is to be
so credited is either not beneficially owned by a United States person (other
than by or through certain foreign branches of United States financial
institutions) or by a person who has purchased the Bearer Securities for resale
to United States persons. (Indentures Sections 304, 311)
PERMANENT GLOBAL DEBT SECURITIES
If any Debt Securities of a series are issuable in permanent global form,
the applicable Prospectus Supplement will describe the circumstances, if any,
under which beneficial owners of interests in any such permanent global Debt
Security may exchange such interests for Debt Securities of such series and of
like tenor and principal amount in any authorized form and denomination. No
Bearer Debt Security delivered in
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<PAGE> 27
exchange for any portion of a permanent global Debt Security shall be mailed or
otherwise delivered to any location in the United States or its possessions in
connection with such exchange. Principal of (and premium, if any) and interest,
if any, on any permanent global Debt Security will be payable in the manner
described in the applicable Prospectus Supplement. (Indentures Sections 305,
1002)
PAYMENT AND PAYING AGENTS
Payment of principal of (and premium, if any) and interest, if any, on
Bearer Securities will be payable in the currency, currency unit or currencies
designated in the applicable Prospectus Supplement, subject to any applicable
laws and regulations, at the offices of such Paying Agents outside the United
States as the Company may designate. Unless otherwise indicated in the
applicable Prospectus Supplement, payment of interest on Bearer Securities on
any Interest Payment Date will be made only against surrender of the coupon
relating to such Interest Payment Date. Unless otherwise indicated in the
applicable Prospectus Supplement, such payment of principal of (and premium, if
any) and interest, if any, on such Bearer Security will be made by a check in
the designated currency or currency unit or, if requested in writing by the
Holder, by transfer to an account in the designated currency or currency unit
maintained by the payee with a bank located outside the United States. No
payment with respect to any Bearer Security will be made at any office or agency
maintained by the Company in the United States nor will any such payment be made
by transfer to an account, or by mail to an address, in the United States.
Notwithstanding the foregoing, payments of principal of (and premium, if any)
and interest, if any, on Bearer Securities will be made in dollars at the
principal office of the Bank in The City of New York where at any particular
time its corporate trust business shall be administered (the "Principal Trust
Office") if payment of the full amount thereof in dollars at all offices or
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions. (Indentures Sections 301, 1001,
1002)
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal (and premium, if any) on Registered Securities will be made in the
currency, currency unit or currencies designated in the applicable Prospectus
Supplement against surrender of such Registered Securities at the Principal
Trust Office or by check in the designated currency or currency unit mailed to
the person in whose name such Debt Security is registered. Unless otherwise
indicated in the applicable Prospectus Supplement, payment of any instalment of
interest on Registered Securities will be made to the person in whose name such
Debt Security is registered at the close of business on the Regular Record Date
for such interest. Unless otherwise indicated in the applicable Prospectus
Supplement, payments of such interest will be made at the Principal Trust Office
or, at the option of the Company, by a check in the designated currency or
currency unit mailed to the Holder at such Holder's registered address.
(Indentures Sections 307, 1002)
The Bank acting through the Principal Trust Office has been designated as
the Company's Paying Agent in The City of New York. The Company may at any time
designate additional Paying Agents or rescind the designation of any Paying
Agent or approve a change in the office through which any Paying Agent acts,
except that the Company will maintain at least one Paying Agent in The City of
New York for payments with respect to Registered Securities of each series and,
if Debt Securities of a series are issuable as Bearer Securities, at least one
Paying Agent in a city outside the United States where Debt Securities of such
series may be presented and surrendered for payment, provided that, if the Debt
Securities of such series are listed on The Stock Exchange of the United Kingdom
and the Republic of Ireland Limited or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent in London or
Luxembourg or any other required city located outside the United States, as the
case may be, for the Debt Securities of such series, so long as the Debt
Securities of such series are listed on such exchange. (Indentures Section 1002)
Any money paid by the Company to a Paying Agent for the payment of
principal of (and premium, if any) or interest on any Debt Security which remain
unclaimed at the end of two years after such principal (and premium, if any) or
interest has become due and payable will be repaid to the Company and the Holder
of such Debt Security or any coupon may thereafter look only to the Company for
payment thereof. (Indentures Section 1003)
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RESTRICTIONS ON DISPOSITION OF BANK STOCK
The Senior Indenture provides that, so long as any Senior Securities issued
thereunder are Outstanding, the Company will not create a security interest in
more than 20% of the shares of Capital Stock of the Bank, or permit more than
20% of such shares (exclusive of directors' qualifying shares) to be held
directly or indirectly other than (i) by the Company or (ii) by any corporation
which is wholly-owned (except for directors' qualifying shares) by the Company.
(Section 1006) The term "Capital Stock of the Bank" is defined in the Senior
Indenture as the capital stock, par value $15.00 per share, of the Bank as such
capital stock exists on the date of execution of such Indenture and such other
shares of stock of the Bank as shall have ordinary power to vote for election of
directors of the Bank and shall not have any preference as to distribution of
assets upon any dissolution or winding-up of the Bank. (Section 101) The Senior
Indenture does not contain any restriction on sales by the Bank of its assets.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Each Indenture provides that the Company may, without the consent of the
Holders of any of the Outstanding Debt Securities under such Indenture,
consolidate with, merge into or transfer its assets substantially as an entirety
to any corporation organized and existing under the laws of the United States,
any State or the District of Columbia, provided that the successor corporation
assumes the Company's obligations on the Debt Securities and under the
Indenture, and provided that after giving effect to the transaction no Event of
Default shall have happened and be continuing and that certain other conditions
are met. (Indentures Section 801)
CONVERSION RIGHTS
The terms, if any, on which Debt Securities may be convertible into or
exchangeable for other securities, including, without limitation, other
securities of the Company and securities of other entities, will be set forth in
the applicable Prospectus Supplement.
EXCHANGE OR REDEMPTION
Debt Securities may be subject to redemption and exchange in certain
events, in the manner, at the places and subject to the restrictions set forth
in or established pursuant to the applicable Indenture and set forth in the Debt
Securities and the applicable Prospectus Supplement.
MEETINGS
The Senior Indenture contains provisions for convening meetings of the
Holders of Senior Securities of a series if Senior Securities of that series are
issuable as Bearer Securities. (Senior Indenture Section 1301) The Subordinated
Indenture also contains provisions for convening meetings of the Holders of
Subordinated Securities. (Subordinated Indenture Section 1601) A meeting may be
called at any time by the respective Trustee, and also, upon request, by the
Company or the Holders of at least 10% in principal amount of the Outstanding
Securities of such series, in any such case upon notice given in accordance with
"-- Notices" below. (Senior Indenture Section 1302, Subordinated Indenture
Section 1602) Except as limited by the provisos in "THE SENIOR
SECURITIES -- Modifications and Waiver" and "THE SUBORDINATED
SECURITIES -- Modifications and Waiver", any resolution presented at a meeting
or adjourned meeting duly reconvened at which a quorum is present may be adopted
by the affirmative vote of the Holders of a majority in principal amount of the
Outstanding Securities of that series; provided, however, that, except as
limited by such provisos, any resolution with respect to any consent or waiver
which may be given by the Holders of not less than 66 2/3% in principal amount
of the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened at which a quorum is present only by the
affirmative vote of the Holders of 66 2/3% in principal amount of the
Outstanding Securities of that series; and provided, further, that, except as
limited by the provisos referred to immediately above, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the
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Outstanding Securities of a series may be adopted at a meeting or adjourned
meeting duly reconvened at which a quorum is present by the affirmative vote of
the Holders of such specified percentage in principal amount of the Outstanding
Securities of that series. Any resolution passed or decision taken at any
meeting of Holders of Outstanding Securities of any series duly held in
accordance with the applicable Indenture will be binding on all Holders of Debt
Securities of that series and any related coupons. The quorum at any meeting
called to adopt a resolution, and at any reconvened meeting, will be persons
holding or representing a majority in principal amount of the Outstanding
Securities of a series; provided, however, that if any action is to be taken at
such meeting with respect to a consent or waiver which may be given by the
Holders of not less than 66 2/3% in principal amount of the Outstanding
Securities of a series, the persons holding or representing 66 2/3% in principal
amount of the Outstanding Securities of such series will constitute a quorum.
(Senior Indenture Section 1304, Subordinated Indenture Section 1604)
NOTICES
Except as otherwise provided in the relevant Indenture, notices to Holders
of Bearer Securities will be given by publication at least twice in a daily
newspaper in The City of New York and, if Debt Securities of such series are
then listed on The Stock Exchange of the United Kingdom and the Republic of
Ireland Limited or the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, in a
daily newspaper in London or Luxembourg or any other required city located
outside the United States, as the case may be, or, if not practicable, elsewhere
in Europe. Notices to Holders of Registered Securities will be given by mail to
the addresses of such Holders as they appear in the Security Register.
(Indentures Sections 101, 106)
TITLE
Title to any Bearer Security, any coupons appertaining thereto and any
temporary global Debt Security will pass by delivery. The Company, the Senior
Trustee or the Subordinated Trustee, as the case may be, and any agent of the
Company or of such Trustee may treat the bearer of any Bearer Security and the
bearer of any coupon and the registered owner of any Registered Security as the
absolute owner thereof (whether or not any such Debt Security or coupon shall be
overdue and notwithstanding any notice to the contrary) for the purpose of
making payment and for all other purposes. (Indentures Section 308)
REPLACEMENT OF SECURITIES AND COUPONS
Any Debt Security (including any coupons appertaining to Bearer Securities)
that becomes mutilated, destroyed, lost or stolen will be replaced by the
Company at the expense of the Holder upon delivery to the Trustee of the Debt
Security and any coupons appertaining thereto or evidence of the destruction,
loss or theft thereof satisfactory to the Company and such Trustee. An indemnity
satisfactory to such Trustee and the Company may be required before a
replacement Debt Security or coupon will be issued. (Indentures Section 306)
GOVERNING LAW
Each Indenture, the Debt Securities and the coupons will be governed by and
construed in accordance with the laws of the State of New York. (Senior
Indenture Section 113, Subordinated Indenture Section 112)
THE SENIOR SECURITIES
EVENTS OF DEFAULT AND WAIVER THEREOF
The Senior Indenture provides that the happening of one or more of the
following events shall constitute an Event of Default with respect to the Senior
Securities of any series: (i) default in the payment of interest on any Senior
Security of such series for a period of 30 days; (ii) default in the payment of
the principal of (or premium, if any, on) any Senior Security of such series;
(iii) default in performance, or breach, of any covenant or warranty of the
Company contained in the Senior Indenture for the benefit of Senior Securities
of
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such series for a period of 60 days after notice has been given to the Company;
(iv) certain events of insolvency of the Company; and (v) any other Event of
Default specifically provided for by the terms of the Senior Securities of such
series. (Section 501) Any additional Events of Default with respect to any
series of Senior Securities will be specified in the applicable Prospectus
Supplement relating to such series. In case an Event of Default shall have
occurred and be continuing with respect to the Senior Securities of any series,
the Senior Trustee or the Holders of not less than 25% in principal amount of
the Senior Securities of such series then outstanding may declare the principal
of the Senior Securities of such series (or, if the Senior Securities of such
series were issued as discounted Senior Securities, such portion of the
principal as may be specified in the terms of that series) to be due and payable
immediately, but such declaration may be annulled, and certain past defaults
waived, by the Holders of not less than a majority in principal amount of the
Senior Securities of such series, upon the conditions provided in the Senior
Indenture. (Sections 502, 513)
The Senior Indenture provides that, subject to the duty of the Senior
Trustee during a default to act with the required standard of care, the Senior
Trustee will be under no obligation to exercise any of its rights or powers
under the Senior Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Senior Trustee reasonable
indemnity. (Sections 601, 603) Subject to such provisions for the
indemnification of the Senior Trustee and certain other conditions, the Holders
of a majority in principal amount of the Outstanding Senior Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Senior Trustee, or exercising any
trust or power conferred on the Senior Trustee, with respect to the Senior
Securities of that series. (Section 512)
The Company is required to furnish to the Senior Trustee annually a
statement as to the performance by the Company of certain of its obligations
under the Senior Indenture and as to any default in such performance. (Section
1007)
MODIFICATION AND WAIVER
Modifications and amendments of the Senior Indenture may be made by the
Company and the Senior Trustee with the consent of the Holders of not less than
66 2/3% in principal amount of the Outstanding Senior Securities of each series
affected by such modification or amendment; provided, however, that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Senior Security affected thereby, (1) change the Stated Maturity of
the principal of, or any instalment of principal of or interest on, any Senior
Security; (2) reduce the principal amount of any Senior Security or change the
rate of interest or the method of calculation of interest thereon (except as
provided in the Senior Indenture or in such Senior Security), or any premium
payable upon the redemption thereof; (3) change any obligation of the Company to
pay additional amounts pursuant to the Senior Indenture; (4) reduce the amount
of principal of an Original Issue Discount Senior Security payable upon
acceleration of the maturity thereof; (5) adversely affect the right of
repayment, if any, at the option of the Holder thereof; (6) change the coin or
currency in which any Senior Security or any premium or any interest thereon is
payable; (7) impair the right to institute suit for the enforcement of any
payment on or with respect to any Senior Security; (8) reduce the percentage in
principal amount of Outstanding Senior Securities of any series, the consent of
whose Holders is required for modification or amendment of the Senior Indenture
or for waiver of compliance with certain provisions of the Senior Indenture or
for waiver of certain defaults; (9) change any obligation of the Company to
maintain an office or agency in the Borough of Manhattan, The City of New York,
or any obligation of the Company to maintain an office or agency outside the
United States pursuant to the Senior Indenture; or (10) modify certain
provisions of the Senior Indenture requiring consent of specified percentages of
Holders except to increase any such percentage. (Section 902)
The Holders of at least 66 2/3% in principal amount of the Outstanding
Senior Securities of each series may, on behalf of all Holders of Senior
Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the Senior
Indenture. (Section 1008) The Holders of not less than a majority in principal
amount of the Outstanding Senior Securities of each series may, on behalf of the
Holders of all the Senior Securities of that series and any coupons appertaining
thereto, waive any past default under the Senior Indenture with respect to
Senior Securities of that series, except a default (i) in the payment of
principal of (or premium, if any) or interest, if any, on any Senior Security of
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such series, or (ii) in respect of a covenant or provision of the Senior
Indenture which cannot be modified or amended without the consent of the Holder
of each Outstanding Senior Security of such series affected thereby. (Section
513)
DEFEASANCE
The Company may elect to defease and be discharged from its obligations
under the Senior Indenture with respect to Senior Securities of any series on
the terms and subject to the conditions contained in the Senior Indenture, by
(a) depositing irrevocably with the Senior Trustee as trust funds (i) in the
case of Senior Securities denominated in a foreign currency, money in such
foreign currency or Foreign Government Obligations (as defined below) of the
foreign government or governments issuing such foreign currency, in each case in
an amount which through the payment of interest, principal or premium, if any,
in respect thereof in accordance with their terms will provide (without any
reinvestment of such interest, principal or premium), not later than one
Business Day before the due date of any payment, money in such foreign currency
or (ii) in the case of Senior Securities denominated in U.S. dollars, U.S.
dollars or U.S. Government Obligations (as defined below), in each case in an
amount which through the payment of interest, principal or premium, if any, in
respect thereof in accordance with their terms will provide (without any
reinvestment of such interest, principal or premium), not later than one
Business Day before the due date of any payment, U.S. dollars or (iii) a
combination of U.S. dollars and U.S. Government Obligations or Foreign
Government Obligations, as applicable, sufficient to pay the principal of or
premium, if any, and interest, if any, on the Senior Securities of such series
as are due and (b) satisfying certain other conditions precedent specified in
the Senior Indenture. Such deposit and defeasance is conditioned, among other
things, upon the Company's delivery to the Senior Trustee of an opinion of
counsel that the Holders of the Senior Securities of such series will have no
federal income tax consequences as a result of such deposit and termination.
(Article Fifteen)
"U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, under
clauses (i) or (ii) are not callable or redeemable at the option of the issuer
thereof. "Foreign Government Obligations" means securities denominated in a
foreign currency that are (i) direct obligations of a foreign government for the
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
a foreign government the payment of which is unconditionally guaranteed as a
full faith and credit obligation by such foreign government, which, in either
case, under clauses (i) or (ii) have, at the time of defeasance, a rating from a
nationally recognized rating agency in their country of issue or the United
States at least equivalent to the highest rating given to the Senior Securities
being defeased by Moody's Investors Service, Inc. or Standard & Poor's
Corporation at any time since the issuance of such Senior Securities, and are
not callable or redeemable at the option of the issuer thereof. (Section 101)
REGARDING THE SENIOR TRUSTEE
Bankers Trust Company, the Senior Trustee under the Senior Indenture, has
its principal corporate trust office at Four Albany Street, New York, New York
10006. Bankers Trust Company also serves as trustee under the indentures with
the Company relating to the Floating Rate Notes Due 1999, the 8 1/2% Notes Due
1996, the 7 7/8% Notes Due 1997, the fixed and floating rate Medium-Term Notes
and Senior Medium-Term Notes, Series A and Series B of the Company. The
Corporation has normal banking relationships with the Senior Trustee.
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THE SUBORDINATED SECURITIES
EVENTS OF DEFAULT AND WAIVER THEREOF
The Subordinated Indenture defines an Event of Default with respect to
Subordinated Securities of any series as certain events involving the
bankruptcy, insolvency or reorganization of the Company and such other events as
may be established for any series of Subordinated Securities. However, the
inability of the Company to pay its debts as they become due and the appointment
of a conservator with respect to a depository institution subsidiary of the
Company insured by the FDIC or any successor agency do not constitute Events of
Default under the Subordinated Indenture. (Section 501) If an Event of Default
with respect to Subordinated Securities of any series at the time outstanding
occurs and is continuing, either the Subordinated Trustee or the Holders of not
less than 25% in aggregate principal amount of the Outstanding Subordinated
Securities of that series, by notice as provided in the Subordinated Indenture,
may declare the principal amount (or, if the Subordinated Securities of that
series are Original Issue Discount Subordinated Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Subordinated Securities of that series to be due and payable immediately in
cash. The foregoing provision would be subject as to enforcement to the broad
equity powers of a federal bankruptcy court and to the determination by that
court of the nature of the rights of the Holders of the Subordinated Securities
of such series. At any time after a declaration of acceleration with respect to
Subordinated Securities of any series has been made, but before a judgment or
decree for payment of the money due has been obtained by the Subordinated
Trustee, the Holders of a majority in aggregate principal amount of the
Outstanding Subordinated Securities of that series may, under certain
circumstances, rescind and annul such declaration. (Sections 502, 513)
The Subordinated Indenture does not provide for any right of acceleration
of the payment of principal of the Subordinated Securities of any series upon a
default in the payment (including any obligation to exchange Capital Securities
(as defined below) for Subordinated Securities of such series) of principal of
(or premium, if any) or interest, if any, on the Subordinated Securities of such
series, or in the performance of any covenant or agreement in the Subordinated
Indenture or in the terms of the Subordinated Securities of such series. In the
event of any such default (including a default in such payment or exchange at
the stated maturity date of the Subordinated Securities of such series), the
Company will, upon demand of the Subordinated Trustee, pay to it, for the
benefit of the Holders of the Subordinated Securities of such series, the whole
amount then due and payable on the Subordinated Securities of such series for
principal (and premium, if any) and interest, if any, including the delivery of
any Capital Securities then required to be delivered. The Subordinated Indenture
provides that if the Company fails to pay such amount (or to deliver any such
Capital Securities) forthwith upon such demand, the Subordinated Trustee may,
among other things, institute a judicial proceeding for the collection thereof
or for delivery of any Capital Securities required to be delivered. The
Subordinated Indenture also provides that if Capital Securities are exchangeable
for Subordinated Securities of such series and the Company shall fail to elect
the type of Capital Securities to be exchanged for Subordinated Securities of
such series on the relevant exchange date or shall fail to issue or deliver such
Capital Securities on or prior to such exchange date, the Company shall be
liable to the Holders of Subordinated Securities of such series for the payment
of the principal amount of Subordinated Securities of such series (or the
applicable percentage thereof) in cash on the earlier of the relevant proposed
exchange date or the stated maturity date of Subordinated Securities of such
series. The limitation on the right of acceleration described above permits
limited amounts of Subordinated Securities with certain original weighted
average maturities to qualify as supplementary or "Tier 2" capital of the
Company under current regulatory guidelines for bank holding companies. Any
additional Events of Default with respect to any series of Subordinated
Securities, including any related right of acceleration, will be specified in
the applicable Prospectus Supplement. (Section 503)
The Subordinated Indenture provides that, subject to the duty of the
Subordinated Trustee during the continuance of an Event of Default or Default to
act with the required standard of care, the Subordinated Trustee will be under
no obligation to exercise any of its rights or powers under the Subordinated
Indenture at the request or direction of any of the Holders of the Subordinated
Securities of any series, unless such Holders shall have offered to the
Subordinated Trustee reasonable indemnity. Subject to such provisions for the
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indemnification of the Subordinated Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Subordinated Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Subordinated Trustee, or
exercising any trust or power conferred on the Subordinated Trustee, with
respect to the Subordinated Securities of such series. (Sections 512, 601, 603)
The Subordinated Indenture provides that notwithstanding any other
provision of the Subordinated Indenture, each Holder of Subordinated Securities
of any series shall have the right to institute suit for the enforcement of any
payment (including any delivery of Capital Securities to be exchanged for such
Subordinated Securities) of principal of (and premium, if any) and interest, if
any, on such Subordinated Securities on the respective stated maturity dates
expressed in such Subordinated Securities or on the Exchange Date or the
redemption date thereof, as the case may be, and that such right shall not be
impaired without the consent of such Holder. (Section 508)
The Holders of not less than a majority in principal amount of the
Outstanding Subordinated Securities of any series may, on behalf of the holders
of all Subordinated Securities of such series, waive any past default under the
Subordinated Indenture with respect to Subordinated Securities of such series
and its consequences, except a default (i) in the payment (including any
obligation to exchange Capital Securities for Subordinated Securities of such
series) of principal of (or premium, if any) or interest, if any, on any
Subordinated Security of such series, or (ii) in respect of a covenant or
provision of the Subordinated Indenture which cannot be modified or amended
without the consent of the Holder of each Outstanding Subordinated Security of
such series affected thereby. (Section 513)
The Company is required to file annually with the Subordinated Trustee a
written statement as to the existence or non-existence of defaults. (Section
1006)
MODIFICATION AND WAIVER
The Subordinated Indenture provides that, with the consent of the Holders
of not less than 66 2/3% in principal amount of the Outstanding Subordinated
Securities of each series affected thereby, modifications and alterations of the
Subordinated Indenture may be made which affect the rights of the Holders of the
Subordinated Securities of such series, but no such modification or alteration
may be made without the consent of the Holder of each Subordinated Security
affected thereby which would (i) change the fixed maturity of the principal of,
or any instalment of principal of or interest on, any Subordinated Security, or
reduce the principal amount thereof or change the rate or rates (or the method
of ascertaining the rate or rates) of interest thereon (except as provided in
the Subordinated Indenture or in the Subordinated Securities of such series) or
any premium payable upon the redemption thereof, or reduce the portion of the
principal amount of any Original Issue Discount Subordinated Security payable
upon acceleration of the maturity thereof, or change any place where, or the
coin or currency in which, the principal amount of any Subordinated Security or
any premium or interest thereon is payable, or impair any right to institute
suit for the enforcement of any right to receive payment of the principal of
(and premium, if any) and interest, if any, on such Subordinated Security on the
respective stated maturity dates expressed in such Subordinated Security (or, in
the case of redemption, on the redemption date), or, if applicable, to have
delivered Capital Securities to be exchanged for such Subordinated Security and
to have such Capital Securities sold in a secondary offering to the extent
provided in such Subordinated Security and in the Subordinated Indenture, or
modify the provisions of the Subordinated Indenture with respect to the
subordination of the Subordinated Securities of such series in a manner adverse
to the Holders, or (ii) reduce the above-stated percentage in principal amount
of Outstanding Subordinated Securities of such series required to modify or
alter the Subordinated Indenture, or (iii) impair the right of any Holder of
Subordinated Securities of such series, subject to the provisions of the
Subordinated Indenture and of Subordinated Securities of such series, to receive
on any exchange date for Subordinated Securities of such series Capital
Securities with a market value equal to the amount established with respect to
the Securities of such series held by such Holder. (Sections 902, 1007)
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EXCHANGEABILITY
If so provided in the applicable Prospectus Supplement, Subordinated
Securities may be exchangeable, either upon the occurrence of certain events
described in the applicable Prospectus Supplement or at the option of the
Company or both, for Capital Securities, and certain funds may be designated
with regard to the Subordinated Securities as Available Funds (as defined in the
applicable Prospectus Supplement) or Optional Available Funds (as defined in the
applicable Prospectus Supplement) for United States bank regulatory purposes. In
certain circumstances, Subordinated Securities may also provide Holders with the
right to elect to receive cash for Capital Securities issued in exchange for
Offered Subordinated Securities. The applicable Prospectus Supplement will set
forth the terms, conditions and restrictions relating to any of the foregoing
provisions applicable to a series of Subordinated Securities. (Sections 1301,
1310, 1401)
"Capital Securities" means any securities issued by the Company which
consist of any one of the following: (i) Common Stock (as defined in the
Subordinated Indenture), (ii) Perpetual Preferred Stock (as defined in the
Subordinated Indenture), or (iii) other securities which at the date of issuance
are securities of a type that may constitute capital of the Company in unlimited
amounts for which Subordinated Securities are permitted to be exchanged under
regulations of, or other determinations by, the Company's Primary Federal
Regulator (as defined in the applicable Prospectus Supplement), provided that if
any securities under (iii) are (a) issued in exchange for Subordinated
Securities under the Subordinated Indenture and (b) debt obligations for which
Capital Securities are exchangeable, the Company shall have received the
approval of the Company's Primary Federal Regulator for such issuance. Capital
Securities may have such terms, rights and preferences as may be determined by
the Company. (Section 101)
The staff of the SEC has advised that Rule 13e-4 and Rule 14e-1 of the
SEC's rules and regulations relating to tender offers, as currently interpreted
and in effect, would be applicable to the exchange of Capital Securities for
Subordinated Securities and to the related secondary offering. If the staff were
to continue to take this position, the Company intends, subject to its right to
seek appropriate relief (which may or may not be available) from the application
of such rules, at the time of the exchange of Capital Securities for
Subordinated Securities and the related secondary offering to comply with Rule
13e-4 and Rule 14e-1 (or any successor rules), as then interpreted and in
effect, and to afford holders of Subordinated Securities all rights under, and
to make all filings required by, such rules (or successor rules).
SUBORDINATION
The obligation of the Company to make any payment on account of the
principal of (and premium, if any) and interest, if any, on the Subordinated
Securities will be subordinate and junior in right of payment to the Company's
obligations to the holders of Senior Indebtedness of the Company to the extent
described in the next paragraph. "Senior Indebtedness of the Company" is defined
in the Subordinated Indenture to mean the obligations of the Company to its
creditors other than the Holders of the Subordinated Securities, whether
outstanding on the date of execution of the Subordinated Indenture or thereafter
incurred, except obligations "ranking on a parity with the [Subordinated]
Securities" or "ranking junior to the [Subordinated] Securities" (as those terms
are defined in the Subordinated Indenture). The obligations of the Company in
respect of the Subordinated Securities will rank on a parity with the Company's
obligations in respect of the Floating Rate Subordinated Notes Due 1997, the
7 1/2% Subordinated Notes Due 1997, the 10% Subordinated Notes Due 1999, the 8%
Subordinated Notes Due 1999, the 7 3/4% Subordinated Notes due 1999, the
Floating Rate Subordinated Notes Due 2000, the 9 3/8% Subordinated Notes Due
2001, the 9 3/4% Subordinated Notes Due 2001, the 7.50% Subordinated Notes Due
2003, the Floating Rate Subordinated Notes Due 2003, the Floating Rate
Subordinated Notes Due August 1, 2003, the 8% Subordinated Notes Due 2004, the
7 7/8% Subordinated Notes Due 2004, the 6.50% Subordinated Notes Due 2005, the
6.75% Subordinated Notes Due 2008, the 6 1/8% Subordinated Notes Due 2008, the
6.50% Subordinated Notes Due 2009, the Floating Rate Subordinated Notes Due 2009
and the Subordinated Medium-Term Notes, Series A and Series B, issued by the
Company and any other obligations of the Company ranking on a parity with the
Subordinated Securities. The obligations of the Company in respect of the
Subordinated Securities of any series will rank on a parity with the obligations
of the Company in respect of the Subordinated Securities of each other series.
(Section 1201)
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In the case of any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Company as a whole, whether voluntary or involuntary, all obligations of the
Company to Holders of Senior Indebtedness of the Company shall be entitled to be
paid in full before any payment shall be made on account of the principal of
(and premium, if any) and interest, if any, on the Subordinated Securities. At
September 30, 1994, the outstanding Senior Indebtedness of the Company,
exclusive of guarantees and other contingent obligations, was approximately $2.8
billion. In the event of any such proceeding, after payment in full of all sums
owing with respect to Senior Indebtedness of the Company, the Holders of the
Subordinated Securities, together with the holders of any obligations of the
Company ranking on a parity with the Subordinated Securities, shall be entitled
to be paid from the remaining assets of the Company the amounts at the time due
and owing on account of unpaid principal of (and premium, if any) and interest,
if any, on the Subordinated Securities before any payment or other distribution,
whether in cash, property or otherwise, shall be made on account of any capital
stock or any obligations of the Company ranking junior to the Subordinated
Securities. By reason of such subordination, in the event of the insolvency of
the Company, Holders of Senior Indebtedness of the Company may receive more,
ratably, and Holders of the Subordinated Securities having a claim pursuant to
the Subordinated Securities may receive less, ratably, than the other creditors
of the Company. Such subordination will not prevent the occurrence of any Event
of Default in respect of the Subordinated Securities. See "-- Events of Default
and Waiver Thereof " for limitations on the right of acceleration of
Subordinated Securities. (Section 1201)
REGARDING THE SUBORDINATED TRUSTEE
Chemical Bank, the Subordinated Trustee under the Subordinated Indenture,
has its principal corporate trust office at 450 West 33rd Street, New York, New
York 10001. Chemical Bank serves as Trustee with respect to the 7 1/2%
Subordinated Notes Due 1997, the 10% Subordinated Notes Due 1999, the 8%
Subordinated Notes Due 1999, the 7 3/4% Subordinated Notes due 1999, the 9 3/8%
Subordinated Notes Due 2001, the 9 3/4% Subordinated Notes Due 2001, the 7.50%
Subordinated Notes Due 2003, the Floating Rate Subordinated Notes Due 2003, the
Floating Rate Subordinated Notes Due August 1, 2003, the 8% Subordinated Notes
Due 2004, the 7 7/8% Subordinated Notes Due 2004, the 6.50% Subordinated Notes
Due 2005, the 6.75% Subordinated Notes Due 2008, the 6 1/8% Subordinated Notes
Due 2008, the 6.50% Subordinated Notes Due 2009 and the Subordinated Medium-Term
Notes, Series A and Series B, of the Company, which are currently outstanding
under the Subordinated Indenture. The Corporation has normal banking
relationships with the Subordinated Trustee.
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 (including Preferred Stock issuable upon conversion or exchange of any
Debt Security) will be described in the applicable Prospectus Supplement. If so
indicated in the applicable Prospectus Supplement, the terms of any such series
of Preferred Stock may differ from the terms set forth below. 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 applicable Prospectus Supplement 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, Preferences
and Rights 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. Preferred Stock, if so indicated in the applicable
Prospectus Supplement, may be issuable in exchange for a series of Debt
Securities or upon conversion thereof.
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, 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,
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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 and as are not stated and expressed in the
Certificate of Incorporation. As used herein the term "Board of Directors" means
the Board of Directors of the Company and includes any duly authorized committee
thereof. Prior to the issuance of each series of Preferred Stock, the Board of
Directors will adopt resolutions creating and designating such series as a
series of preferred stock of the Company.
As of September 30, 1994, there were 56,000,000 shares of preferred stock
of the Company outstanding and having an aggregate stated value of approximately
$1,400,000,000. Unless otherwise specified in the applicable Prospectus
Supplement, 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, 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, Preferred Stock,
8.32% Series L, with a stated value of $25 per share, Preferred Stock, 8.40%
Series M, with a stated value of $25 per share, and Preferred Stock, Adjustable
Rate Series N, 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 either the
particular series of Preferred Stock offered thereby or the particular series of
Debt Securities offered thereby which is convertible or exchangeable for a
particular series of Preferred Stock 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 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.
Unless otherwise specified in the applicable Prospectus Supplement, the
transfer agent, registrar and dividend disbursing agent for shares of each
series of Preferred Stock will be Mellon Securities Trust Company.
VOTING RIGHTS
Holders of shares of Preferred Stock will have no voting rights, except as
set forth below or 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
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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 to such meeting (or such subsequent
meeting), 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
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, 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 applicable Prospectus Supplement. 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
applicable Prospectus Supplement. 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, as specified in the applicable Prospectus
Supplement.
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
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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 applicable Prospectus Supplement.
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.
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 applicable Prospectus Supplement. 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
applicable 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
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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 applicable Prospectus Supplement. 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 by reference to
the market price of Common Stock as of a time stated in the applicable
Prospectus Supplement. See "DESCRIPTION OF COMMON STOCK."
DESCRIPTION OF COMMON STOCK
If so specified in the Prospectus Supplement relating to the Offered
Securities, the Offered Securities 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
September 30, 1994, 181,289,886 shares of Common Stock were outstanding,
19,011,983 shares of Common Stock were reserved for issuance pursuant to the
Chase Lincoln First Bank, N.A. 1982 Incentive Stock Plan, The Chase Manhattan
1982 Long-Term Incentive Plan, The Chase Manhattan 1987 Long-Term Incentive
Plan, and The Chase Manhattan 1994 Long-Term Incentive Plan, 3,310,875 shares of
Common Stock were reserved for issuance pursuant to warrants issued in
settlement of a legal action, 14,000,000 shares of Common Stock were reserved
for issuance pursuant to The Chase Manhattan Stock Option Program for Employees,
and 9,596,151 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 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 1993 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. Section 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 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.
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<PAGE> 40
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 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.
DESCRIPTION OF WARRANTS
The Company may issue, together with any Debt Securities of a series
offered or separately, Debt Warrants for the purchase of other Debt Securities
of any series or Currency Warrants, Index Warrants and Interest Rate Warrants.
The Warrants are to be issued under separate Warrant Agreements (each a "Warrant
Agreement" and respectively a "Debt Warrant Agreement," a "Currency Warrant
Agreement," an "Index Warrant Agreement" and an "Interest Rate Warrant
Agreement") to be entered into between the Company and a bank or trust company,
as Warrant Agent (each a "Warrant Agent" and respectively a "Debt Warrant
Agent," a "Currency Warrant Agent," an "Index Warrant Agent" and an "Interest
Rate Warrant Agent"), all as set forth in the applicable Prospectus Supplement.
A copy of the form of each type of Warrant Agreement, including the form of
Warrant Certificate representing each type of Warrant (the "Warrant
Certificates"), reflecting the alternative provisions to be included in the
Warrant Agreements that will be entered into with respect to particular
offerings of Warrants, is filed as an exhibit to the Registration Statement of
which this Prospectus forms a part. The following summaries of certain
provisions of the Warrant Agreements and the Warrant Certificates do not purport
to be complete and are subject to, and are qualified in their entirety by
reference to, all provisions of the Warrant Agreements and the Warrant
Certificates, respectively, including the definition therein of certain terms.
Such summaries encompass all the material provisions contained in the form of
Warrant Agreements and the form of Warrant Certificates.
DEBT WARRANTS
The applicable Prospectus Supplement will describe the following terms of
the Debt Warrants being offered thereby, the Debt Warrant Agreement relating to
such Debt Warrants and the Debt Warrant Certificates representing such Debt
Warrants: (1) the number of Debt Warrants offered; (2) the designation,
aggregate principal amount and terms of the Debt Securities purchasable upon
exercise of such Debt Warrants; (3) the designation and terms of any related
Debt Securities with which such Debt Warrants are issued and the number of such
Debt Warrants issued with each such Debt Security; (4) the date, if any, on and
after which such Debt Warrants and the related Debt Securities will be
separately transferable; (5) the principal amount of Debt Securities purchasable
upon exercise of one Debt Warrant and the price at which such principal amount
of Debt Securities may be purchased upon such exercise; (6) the date on which
the right to exercise the Debt Warrants shall commence and the date on which
such right shall expire (the "Debt Warrant Expiration Date"); (7) the form in
which the Debt Warrants represented by the Debt Warrant Certificates will be
issued and where the Debt Warrants represented by Debt Warrant Certificates may
be transferred and registered; and (8) any other terms of the Debt Warrants. The
applicable Prospectus Supplement will contain a summary of the United States
federal income tax, accounting and other consequences with respect to the Debt
Warrants.
If issued in definitive form, Debt Warrant Certificates will be
exchangeable for new Debt Warrant Certificates of authorized denominations at
the corporate trust office of the Debt Warrant Agent or any other office
indicated in the applicable Prospectus Supplement. Prior to the exercise of Debt
Warrants, holders of such Debt Warrants will not have any of the rights of
Holders of the Debt Securities purchasable upon such
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<PAGE> 41
exercise and will not be entitled to payments of principal of (or premium, if
any) or interest, if any, on the Debt Securities purchasable upon such exercise.
EXERCISE OF DEBT WARRANTS
Each Debt Warrant will entitle the holder, upon payment of the exercise
price, if any, to purchase such principal amount of Debt Securities at such
exercise price as shall in each case be set forth in, or calculable from, the
applicable Prospectus Supplement. Debt Warrants will be exercisable (i) at any
time up to the close of business on the Debt Warrant Expiration Date set forth
in the applicable Prospectus Supplement or (ii) only at maturity. After the
close of business on the Expiration Date (or such later date to which such
Expiration Date may be extended by the Company), unexercised Debt Warrants will
become void.
Debt Warrants may be exercised by delivery to the Debt Warrant Agent of
payment as provided in the applicable Prospectus Supplement of the amount
required to purchase the Debt Securities purchasable upon such exercise together
with certain information set forth on the reverse side of the Debt Warrant
Certificate. Debt Warrants will be deemed to have been exercised upon receipt of
the exercise price, subject to the receipt, within five business days, of the
Debt Warrant Certificate evidencing such Debt Warrants. Upon receipt of such
payment and the Debt Warrant Certificate properly completed and duly exercised
at the corporate trust office of the Debt Warrant Agent or any other office
indicated in the applicable Prospectus Supplement, the Company will, as soon as
practicable, issue and deliver pursuant to the applicable Indenture the Debt
Securities purchasable upon such exercise. If fewer than all of the Debt
Warrants represented by such Debt Warrant Certificate are exercised, a new Debt
Warrant Certificate will be issued for the remaining amount of outstanding Debt
Warrants.
CURRENCY WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants, Index
Warrants or Interest Rate Warrants, or separately, Currency Warrants (a) in the
form of Currency Put Warrants, entitling the owners thereof to receive from the
Company the Currency Warrant Cash Settlement Value (as defined in the applicable
Prospectus Supplement) of the right to sell a specified amount of one currency
(whether U.S. dollars or a foreign currency or foreign currency unit) (a "Base
Currency") for a specified amount of a different currency (whether U.S. dollars
or a foreign currency or foreign currency unit) (a "Reference Currency"), (b) in
the form of Currency Call Warrants, entitling the owners thereof to receive from
the Company the Currency Warrant Cash Settlement Value of the right to purchase
a specified amount of a Base Currency for a specified amount of a Reference
Currency, or (c) in such other form as specified in the applicable Prospectus
Supplement. The applicable Prospectus Supplement will set forth the formula
pursuant to which the Currency Warrant Cash Settlement Value will be determined,
including any multipliers, if applicable.
The applicable Prospectus Supplement will describe the following terms of
the Currency Warrants being offered thereby, the Currency Warrant Agreement
relating to such Currency Warrants and the Currency Warrant Certificates
representing such Currency Warrants: (1) the title and number of such Currency
Warrants offered; (2) the aggregate amount of such Currency Warrants; (3) the
initial offering price of such Currency Warrants; (4) the exercise price, if
any; (5) the currency or currency unit in which the initial offering price, the
exercise price, if any, and the Currency Warrant Cash Settlement Value of such
Currency Warrants is payable; (6) the Base Currency and the Reference Currency
for such Currency Warrants; (7) whether such Currency Warrants shall be Currency
Put Warrants, Currency Call Warrants or otherwise; (8) the formula for
determining the Currency Warrant Cash Settlement Value, if applicable, of each
Currency Warrant; (9) whether and under what circumstances a minimum and/or
maximum expiration value is applicable upon the expiration or exercise of such
Currency Warrants; (10) the effect or effects, if any, of the occurrence of a
Market Disruption Event or Force Majeure Event (each as defined in the
applicable Prospectus Supplement); (11) the date on which the right to exercise
such Currency Warrants shall commence and the date (the "Currency Warrant
Expiration Date") on which such right shall expire; (12) any minimum number of
Currency Warrants which must be exercised at any one time, other than upon
automatic exercise; (13) the maximum number, if any, of such Currency Warrants
that may, subject to
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<PAGE> 42
election by the Company, be exercised by all owners (or by any person or entity)
on any day; (14) any provisions for the automatic exercise of such Currency
Warrants other than at expiration; (15) whether and under what circumstances
such Currency Warrants may be canceled by the Company prior to their expiration
date; (16) any other procedures and conditions relating to the exercise of such
Currency Warrants; (17) the identity of the Currency Warrant Agent; (18) any
national securities exchange on which such Currency Warrants will be listed;
(19) provisions, if any, for issuing such Currency Warrants in certificated
form; (20) if such Currency Warrants are not issued in book-entry form, the
place or places at which payments in respect of such Currency Warrants are to be
made by the Company; (21) if applicable, a discussion of certain United States
federal income tax, accounting or other special considerations applicable
thereto; and (22) any other terms of the Currency Warrants.
Other important information concerning Currency Warrants is set forth below
under "Certain Items Applicable to Currency Warrants, Index Warrants and
Interest Rate Warrants."
INDEX WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants,
Currency Warrants or Interest Rate Warrants, or separately, Index Warrants (a)
in the form of Index Put Warrants, entitling the owners thereof to receive from
the Company the Index Warrant Cash Settlement Value (as defined in the
applicable Prospectus Supplement) in cash, which amount will be determined by
reference to the amount, if any, by which the Fixed Amount (as defined in the
applicable Prospectus Supplement) at the time of exercise exceeds the Index
Value (as defined in the applicable Prospectus Supplement), (b) in the form of
Index Call Warrants, entitling the owners thereof to receive from the Company
the Index Warrant Cash Settlement Value in cash, which amount will be determined
by reference to the amount, if any, by which the Index Value at the time of
exercise exceeds the Fixed Amount, (c) in the form of Index Spread Warrants,
entitling the owners thereof to receive from the Company the Index Warrant Cash
Settlement Value in cash, which amount will be determined by reference to the
amount, if any, by which the Reference Index Value (as defined in the applicable
Prospectus Supplement) at the time of exercise exceeds the Base Index Value (as
defined in the applicable Prospectus Supplement) or (d) in such other form as
shall be specified in the applicable Prospectus Supplement. The applicable
Prospectus Supplement will set forth the formula pursuant to which the Index
Warrant Cash Settlement Value will be determined, including any multipliers, if
applicable.
The applicable Prospectus Supplement will describe the following terms of
the Index Warrants being offered thereby, the Index Warrant Agreement relating
to such Index Warrants and the Index Warrant Certificate representing such Index
Warrants: (1) the title and number of such Index Warrants offered; (2) the
aggregate amount of such Index Warrants; (3) the initial offering price of such
Index Warrants; (4) the exercise price, if any; (5) the currency or currency
unit in which the initial offering price, the exercise price, if any, and the
Index Warrant Cash Settlement Value of such Index Warrants is payable; (6) the
Index or Indices for such Index Warrants, which may be based on one or more U.S.
or foreign stocks, bonds, or other securities, one or more U.S. or foreign
interest rates, one or more currencies or currency units, or any combination of
the foregoing, and may be a preexisting U.S. or foreign index compiled and
published by a third party or an index based on one or more securities, interest
rates or currencies selected by the Company solely in connection with the
issuance of such Index Warrants, and certain information regarding such Index or
Indices and the underlying securities, interest rates or currencies (including,
to the extent possible, the policies of the publisher of the Index with respect
to additions, deletions and substitutions of such securities, interest rates or
currencies); (7) whether such Index Warrants shall be Index Put Warrants, Index
Call Warrants, Index Spread Warrants or otherwise; (8) the method of providing
for a substitute Index or Indices or otherwise determining the amount payable in
connection with the exercise of such Index Warrants if any Index changes or
ceases to be made available by its publisher, which determination will be made
by an independent expert; (9) the formula for determining the Index Warrant Cash
Settlement Value, if applicable, of each Index Warrant; (10) whether and under
what circumstances a minimum and/or maximum expiration value is applicable upon
the expiration or exercise of such Index Warrants; (11) the effect or effects,
if any, of the occurrence of a Market Disruption Event or Force Majeure Event
(as defined in the applicable Prospectus
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Supplement); (12) the date on which the right to exercise such Index Warrants
shall commence and the date (the "Index Warrant Expiration Date") on which such
right shall expire; (13) any minimum number of Index Warrants which must be
exercised at any one time, other than upon automatic exercise; (14) the maximum
number, if any, of such Index Warrants that may, subject to election by the
Company, be exercised by all owners (or by any person or entity) on any day;
(15) any provisions for the automatic exercise of such Index Warrants other than
at expiration; (16) whether and under what circumstances such Index Warrants may
be canceled by the Company prior to their expiration date; (17) any provisions
permitting a Holder to condition any notice of exercise on the absence of
certain specified changes in the Index Value, the Base Index Value or the
Reference Index Value after the date of exercise; (18) any other procedures and
conditions relating to the exercise of such Index Warrants; (19) the identity of
the Index Warrant Agent; (20) any national securities exchange on which such
Index Warrants will be listed; (21) provisions, if any, for issuing such Index
Warrants in certificated form; (22) if such Index Warrants are not issued in
book-entry form, the place or places at which payments in respect of such Index
Warrants are to be made by the Company; (23) if applicable, a discussion of
certain United States federal income tax, accounting or other special
considerations applicable thereto; and (24) any other terms of such Index
Warrants.
Other important information concerning Index Warrants is set forth below
under "Certain Items Applicable to Currency Warrants, Index Warrants and
Interest Rate Warrants."
INTEREST RATE WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants,
Currency Warrants or Index Warrants, or separately, Interest Rate Warrants (a)
in the form of Interest Rate Put Warrants, entitling the owners thereof to
receive from the Company the Interest Rate Warrant Cash Settlement Value (as
defined in the applicable Prospectus Supplement) in cash, which amount will be
determined by reference to the amount, if any, by which the Spot Amount (as
defined in the applicable Prospectus Supplement) is less than the Strike Amount
(as defined in the applicable Prospectus Supplement) on the applicable valuation
date following exercise, (b) in the form of Interest Rate Call Warrants,
entitling the owners thereof to receive from the Company the Interest Rate
Warrant Cash Settlement Value in cash, which amount will be determined by
reference to the amount, if any, by which the Spot Amount on the applicable
valuation date following exercise exceeds the Strike Amount or (c) in such other
form as shall be specified in the applicable Prospectus Supplement. The
applicable Prospectus Supplement will set forth the formula pursuant to which
the Interest Rate Warrant Cash Settlement Value will be determined, including
any multipliers, if applicable. The Strike Amount may either be a fixed yield,
price or rate of a Government Debt Instrument, a Financial Institution Rate or
any combination of Government Debt Instrument and/or Financial Institution Rates
or a yield, price or rate that varies during the term of the Interest Rate
Warrants in accordance with a schedule or formula. The Government Debt
Instrument will be one or more instruments specified in the applicable
Prospectus Supplement issued either by the United States government or by a
foreign government. The Financial Institution Rate will be one or more interest
rates or interest rate swap rates established from time to time by
one or more financial institutions specified in the applicable Prospectus
Supplement.
The applicable Prospectus Supplement will describe the following terms of
the Interest Rate Warrants being offered thereby, the Interest Rate Warrant
Agreement relating to such Interest Rate Warrants and the Interest Rate Warrant
Certificate representing such Interest Rate Warrants: (1) the title and number
of such Interest Rate Warrants offered, (2) the aggregate amount of such
Interest Rate Warrants; (3) the initial offering price of such Interest Rate
Warrants; (4) the exercise price, if any; (5) the currency or currency unit in
which the initial offering price, the exercise price, if any, and the Interest
Rate Warrant Cash Settlement Value of such Interest Rate Warrants is payable;
(6) the Government Debt Instrument (which may be one or more debt instruments
issued either by the United States government or by a foreign government), the
Financial Institution Rate (which may be one or more interest rates or interest
rate swap rates established from time to time by one or more specified financial
institutions) or the other yield, price or rate utilized for such Interest Rate
Warrants, and certain information regarding such Government Debt Instrument or
Financial Institution Rate; (7) whether such Interest Rate Warrants shall be
Interest Rate Put Warrants, Interest Rate Call Warrants or otherwise; (8) the
Strike Amount, the method of determining the Spot
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<PAGE> 44
Amount and the method of expressing movements in the yield or closing price of
the Government Debt Instrument or in the level of the Financial Institution Rate
as a cash amount in the currency in which the Interest Rate Warrant Cash
Settlement Value of such Warrants is payable; (9) the formula for determining
the Interest Rate Warrant Cash Settlement Value, if applicable, of each Interest
Rate Warrant; (10) whether and under what circumstances a minimum and/or maximum
expiration value is applicable upon the expiration or exercise of such Interest
Rate Warrants (as defined in the applicable Prospectus Supplement); (11) the
effect or effects, if any, of the occurrence of a Market Disruption Event or
Force Majeure Event (as defined in the applicable Prospectus Supplement); (12)
the date on which the right to exercise such Interest Rate Warrants shall
commence and the date (the "Interest Rate Warrant Expiration Date") on which
such right shall expire; (13) any minimum number of Interest Rate Warrants which
must be exercised at any one time, other than upon automatic exercise; (14) the
maximum number, if any, of such Interest Rate Warrants that may, subject to
election by the Company, be exercised by all owners (or by any person or entity)
on any day; (15) any provisions for the automatic exercise of such Interest Rate
Warrants other than at expiration; (16) whether and under what circumstances
such Interest Rate Warrants may be canceled by the Company prior to their
expiration date; (17) any provisions permitting a Holder to condition any notice
of exercise on the absence of certain specified changes in the Spot Amount after
the date of exercise; (18) any other procedures and conditions relating to the
exercise of such Interest Rate Warrants; (19) the identity of the Interest Rate
Warrant Agent; (20) any national securities exchange on which such Interest Rate
Warrants will be listed; (21) provisions, if any, for issuing such Interest Rate
Warrants in certified form; (22) if such Interest Rate Warrants are not issued
in book-entry form, the place or places at which payments in respect of such
Interest Rate Warrants are to be made by the Company; (23) if applicable, a
discussion of certain United States federal income tax, accounting or other
special considerations applicable thereto; and (24) any other terms of such
Interest Rate Warrants.
Other important information concerning Interest Rate Warrants is set forth
below under "Certain Items Applicable to Currency Warrants, Index Warrants and
Interest Rate Warrants."
CERTAIN ITEMS APPLICABLE TO CURRENCY WARRANTS, INDEX WARRANTS AND INTEREST RATE
WARRANTS
Exercise of Warrants
Unless otherwise specified in the applicable Prospectus Supplement, (a)
each Currency Warrant, Index Warrant and Interest Rate Warrant will entitle the
holder, upon payment of the exercise price, if any, to the applicable Cash
Settlement Value of such Warrant, on the applicable Exercise Date, in each case
as such terms will further be defined in the applicable Prospectus Supplement
(Section 1.1 of the applicable Warrant Agreement) and (b) if not exercised prior
to 1:30 p.m., New York City time on the applicable Warrant Expiration Date, the
Warrants will be deemed automatically exercised on such Warrant Expiration Date
(Section 2.3). As described below, Currency Warrants, Index Warrants and
Interest Rate Warrants may also be deemed to be automatically exercised if they
are delisted. Procedures for exercise of the Currency Warrants, Index Warrants
and Interest Rate Warrants will be set out in the applicable Prospectus
Supplement.
Market Disruption and Force Majeure Events
If so specified in the applicable Prospectus Supplement, following the
occurrence of a Market Disruption Event or Force Majeure Event (as each term
shall be defined therein), the Cash Settlement Value of a Currency Warrant, an
Index Warrant or an Interest Rate Warrant may be determined on a different basis
than under normal exercise of a Warrant or the determination of the applicable
Cash Settlement Value. In addition, if so specified in the applicable Prospectus
Supplement, Currency Warrants, Index Warrants and Interest Rate Warrants may, in
certain circumstances, be canceled by the Company prior to their expiration date
and the holders thereof will be entitled to receive only the applicable
Cancellation Amount. The Cancellation Amount may be either a fixed amount or an
amount that varies during the term of the Warrants in accordance with a schedule
or formula.
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<PAGE> 45
Settlement Currency
Currency Warrants, Index Warrants and Interest Rate Warrants will be
settled only in U.S. dollars (unless settlement in a foreign currency is
specified in the applicable Prospectus Supplement and is permissible under
securities exchange rules approved by the SEC) and accordingly will not require
or entitle an owner to sell, deliver, purchase or take delivery of the currency,
security or other instrument underlying such Warrants. If any of the Currency
Warrants, Index Warrants or Interest Rate Warrants are sold for, or if the
exercise price, if any, is payable in, foreign currencies or foreign currency
units or if the amount payable by the Company in respect of any series of
Currency Warrants, Index Warrants or Interest Rate Warrants is payable in
foreign currencies or foreign currency units, the restrictions, elections, tax
consequences, specific terms and other information with respect to such issue of
Warrants and such currencies or currency units will be set forth in the
applicable Prospectus Supplement.
Listing
Unless otherwise specified in the applicable Prospectus Supplement, each
issue of Currency Warrants, Index Warrants and Interest Rate Warrants will be
listed on a national securities exchange, as specified in the applicable
Prospectus Supplement, subject only to official notice of issuance, as a
pre-condition to the sale of any such Warrants. It may be necessary in certain
circumstances for such national securities exchange to obtain the approval of
the SEC in connection with any such listing. Unless otherwise specified in the
applicable Prospectus Supplement, in the event that such Warrants are delisted
from, or permanently suspended from trading on, such exchange, and, at or prior
to such delisting or suspension, such Warrants shall not have been listed on
another national securities exchange or traded pursuant to the rules of another
self-regulatory organization, any such Warrants not previously exercised will be
deemed automatically exercised on the date such delisting or permanent trading
suspension becomes effective (Section 2.3 of the applicable Warrant Agreement).
The applicable Cash Settlement Value to be paid in such event will be as set
forth in the applicable Prospectus Supplement. The Company will notify holders
of such Warrants as soon as practicable of such delisting or permanent trading
suspension. The applicable Warrant Agreement will contain a covenant of the
Company not to seek delisting of such Warrants from, or permanent suspension of
their trading on, such exchange (Section 2.4 of the Currency Warrant Agreement
and the Interest Rate Warrant Agreement and Section 2.5 of the Index Warrant
Agreement).
PLAN OF DISTRIBUTION
The Company may sell Securities to one or more underwriters for public
offering and sale by them or may sell Securities to investors directly or
through agents which solicit or receive offers on behalf of the Company or
through dealers or through a combination of any such methods of sale. Any such
underwriter or agent involved in the offer and sale of the Offered Securities
will be named in the applicable Prospectus Supplement.
Underwriters may offer and sell the Offered Securities at a fixed price or
prices, which may be changed, or from time to time at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Company also may offer and sell the Offered Securities in
exchange for one or more of its outstanding issues of debt or convertible debt
securities. The Company may, from time to time, authorize agents acting on a
best efforts basis as agents of the Company to solicit or receive offers to
purchase the Offered Securities upon the terms and conditions as are set forth
in the applicable Prospectus Supplement. In connection with the sale of Offered
Securities, underwriters or agents may be deemed to have received compensation
from the Company in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of Offered Securities for whom they may
act as agents. Underwriters may sell Offered Securities to or through dealers,
and such dealers may receive compensation in the form of discounts, concessions
or commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent.
Any compensation paid by the Company to underwriters or agents in
connection with the offering of Offered Securities, and any discounts,
concessions or commissions allowed by underwriters to participating
27
<PAGE> 46
dealers, will be set forth in the applicable Prospectus Supplement.
Underwriters, dealers and agents participating in a distribution of the Offered
Securities (including agents only soliciting or receiving offers to purchase
Offered Securities on behalf of the Company) may be deemed to be underwriters,
and any discounts and commissions received by them and any profit realized by
them on resale of the Offered Securities may be deemed to be underwriting
discounts and commissions, under the Act. Underwriters, dealers and agents may
be entitled, under agreements entered into with the Company, to indemnification
against and contribution toward certain civil liabilities, including liabilities
under the Act. The Company may agree to reimburse underwriters or agents for
certain expenses incurred in connection with the distribution of the Offered
Securities.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents or dealers acting as the Company's agents to solicit offers by
certain institutions to purchase Offered Securities from the Company at the
public offering price set forth in such Prospectus Supplement pursuant to
delayed delivery contracts ("Contracts") providing for payment and delivery on
the date or dates stated in such Prospectus Supplement. Each Contract will be
for an amount not less than, and the aggregate principal amount of Offered
Securities sold pursuant to Contracts shall be not less nor more than, the
respective amounts stated in such Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions but will in all cases be subject
to the approval of the Company. Contracts will not be subject to any conditions
except (i) the purchase by an institution of the Offered Securities covered by
its Contracts shall not at the time of delivery be prohibited under the laws of
any jurisdiction in the United States to which such institution is subject, and
(ii) if the Offered Securities are being sold to underwriters, the Company shall
have sold to such underwriters the total principal amount of the Offered
Securities less the principal amount thereof covered by Contracts.
Each underwriter, dealer and agent participating in the distribution of any
Offered Securities which are issuable as Bearer Securities will agree that it
will not offer, sell or deliver, directly or indirectly, Bearer Securities in
the United States or to United States persons (other than qualifying financial
institutions), in connection with the original issuance of the Offered
Securities. See "THE DEBT SECURITIES -- Limitations on Issuance of Bearer
Securities."
Offers of the Securities may not be made in Great Britain except to persons
whose ordinary business it is to buy or sell shares or debentures, whether as
principal or agent, and this Prospectus and any Prospectus Supplement or any
other offering material relating to the Securities may not be distributed in or
from Great Britain except to persons whose business involves the acquisition and
disposal, or the holding, of securities, whether as principal or as agent.
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.
Each offering of the Offered Securities will be conducted in compliance
with any applicable requirements of Schedule E to the By-Laws of the National
Association of Securities Dealers, Inc. This Prospectus may be used by an
affiliate of the Company in connection with offers and sales related to market
making activities. Any such affiliate may act as principal or agent in any such
transactions. Such sales will be made at prices related to the prevailing market
prices at the time of sale.
EXPERTS
The Company only and 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 Company'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 LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
28
<PAGE> 47
LEGAL OPINION
The legality of the Securities offered hereby will be passed upon for the
Company by Robert B. Adams, Senior Vice President and Deputy General Counsel of
the Company and the Bank. As of September 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 Company.
29
<PAGE> 48
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NO DEALER, SALESMAN OR ANY OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT (INCLUDING ANY
PRICING SUPPLEMENT) AND THE ACCOMPANYING PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE AGENTS. THIS PROSPECTUS SUPPLEMENT (INCLUDING ANY PRICING
SUPPLEMENT) AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT
(INCLUDING ANY PRICING SUPPLEMENT) AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS NOT BEEN ANY CHANGE IN THE FACTS CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS SUPPLEMENT (INCLUDING ANY PRICING SUPPLEMENT) OR THE
ACCOMPANYING PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
-------
<S> <C>
Summary Financial Data................ S- 3
Description of Notes.................. S- 4
United States Taxation................ S-11
Plan of Distribution of Notes......... S-17
Experts............................... S-17
Legal Opinions........................ S-18
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Chase Manhattan Corporation....... 3
Regulatory Developments............... 4
Use of Proceeds....................... 4
Ratios of Earnings to Fixed Charges... 4
Ratios of Earnings to Fixed Charges
and Preferred Stock Dividend
Requirements........................ 5
Description of Debt Securities........ 5
The Senior Securities................. 11
The Subordinated Securities........... 14
Description of Preferred Stock........ 17
Description of Common Stock........... 21
Description of Warrants............... 22
Plan of Distribution.................. 27
Experts............................... 28
Legal Opinion......................... 29
</TABLE>
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[logo]
$200,000,000
THE CHASE MANHATTAN
CORPORATION
SENIOR MEDIUM-TERM NOTES,
SERIES C
AND
SUBORDINATED MEDIUM-TERM NOTES,
SERIES C
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PROSPECTUS SUPPLEMENT
DECEMBER 14, 1994
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SMITH BARNEY INC.
CHASE SECURITIES, INC.
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