<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 29, 1994
THE CHASE MANHATTAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5945 13-2633613
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1 Chase Manhattan Plaza, 10081
New York, New York (Zip Code)
(Address of principal executive offices)
(212) 552-2222
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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<PAGE> 2
Item 5. Other Events
------------
On April 29, 1994, The Chase Manhattan Corporation
entered into an underwriting agreement covering the issue and
sale of 9,100,000 shares of Preferred Stock, Adjustable Rate
Series N. Said shares were registered under the Securities
Act of 1933 pursuant to The Chase Manhattan Corporation's
shelf registration statement (Registration Statement No. 33-
51044).
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
---------------------------------------------------------
(c) Exhibits.
(1)(a). Underwriting Agreement, dated April 29, 1994, among The
Chase Manhattan Corporation and the Underwriters named
therein.
(4)(e). Certificate of Designation, Preferences and Rights of
Preferred Stock, Adjustable Rate Series N, of The Chase
Manhattan Corporation.
(12). Computation of ratios of earnings to fixed charges and
preferred stock dividend requirements (consolidated).
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
THE CHASE MANHATTAN CORPORATION
(Registrant)
By /s/ ARJUN K. MATHRANI
Arjun K. Mathrani
Executive Vice President and
Treasurer
May 2, 1994
ACE0222A
<PAGE> 3
Index to Exhibits
(1)(a). Underwriting Agreement, dated April 29, 1994, among The
Chase Manhattan Corporation and the Underwriters named
therein.
(4)(e). Certificate of Designation, Preferences and Rights of
Preferred Stock, Adjustable Rate Series N, of The Chase
Manhattan Corporation.
(12). Computation of ratios of earnings to fixed charges and
preferred stock dividend requirements (consolidated).
<PAGE> 1
UNDERWRITING AGREEMENT
April 29, 1994
The Chase Manhattan Corporation
1 Chase Manhattan Plaza
New York, New York 10081
Ladies and Gentlemen:
We, the undersigned (the "Representatives"), are acting on
behalf of the underwriters (including ourselves) named in
Exhibit A hereto (such underwriters being herein called the
"Underwriters"), and we understand that The Chase Manhattan
Corporation, a Delaware corporation (the "Company"), proposes
to issue and sell 9,100,000 shares (the "Offered Stock") of the
Company's Preferred Stock, Adjustable Rate Series N. The terms
of the Offered Stock are described in the Company's
Registration Statement on Form S-3 (File No. 33-51044) and the
Basic Prospectus (as defined in the Standard Provisions (as
modified herein) hereinafter referred to), as supplemented by
a Prospectus Supplement dated April 29, 1994.
All the provisions (including defined terms) contained in
the document entitled "The Chase Manhattan Corporation
Preferred Stock Underwriting Agreement Standard Provisions"
(the "Standard Provisions") attached hereto are incorporated by
reference herein in their entirety and shall be deemed to be
part of this Agreement to the same extent as if such provisions
had been set forth in full herein, except as follows:
(a) Supplementing the provisions of the first and second
sentences of Paragraph 1(a) of the Standard Provisions, the
terms "registration statement" and "Registration Statement"
shall mean the Company's Registration Statement on Form S-3,
File No. 33-51044.
(b) Modifying the provisions of the second sentence of
Paragraph 1(a) of the Standard Provisions, the term "Basic
Prospectus" as used in the Standard Provisions shall mean the
prospectus (including all documents incorporated therein by
reference) included in the Company's Registration Statement on
Form S-3, File No. 33-51044.
<PAGE> 2
(c) Supplementing the provisions of the second sentence
of Paragraph 1(a) of the Standard Provisions, the term
"Prospectus" as used in the Standard Provisions shall include
the Basic Prospectus together with the preliminary Prospectus
Supplement dated April 25, 1994 and the Basic Prospectus as
supplemented by the Prospectus Supplement dated April 29, 1994,
except that for purposes of Paragraph 1(b) of the Standard
Provisions, the term "Prospectus" shall mean the Basic
Prospectus as supplemented by the Prospectus Supplement dated
April 29, 1994.
(d) The third sentence of Paragraph 4 of the Standard
Provisions shall be modified to read in its entirety as
follows:
"On the Delivery Date, the Company shall deliver the
Offered Stock to the Representatives for the account of
each Underwriter against payment to or upon the order of
the Company of the purchase price in New York Clearing
House (next-day) funds."
(e) Clause (e) of Paragraph 6 of the Standard Provisions
shall be modified to read in its entirety as follows:
"(e) The Underwriters severally hereby confirm that
the following statements with respect to the public
offering of the Offered Stock are correct and were
furnished in writing to the Company by or on behalf of the
Underwriters for inclusion in the Registration Statement
and the Prospectus:
(i) The first sentence of the last paragraph
of text on the cover page of the Prospectus
Supplement, concerning the terms of the offering by
the Underwriters;
(ii) The first paragraph on page S-2 of the
Prospectus Supplement, concerning stabilization and
over-allotment by the Underwriters; and
(iii) The third paragraph of text under the
caption 'Underwriting' in the Prospectus Supplement,
concerning the terms of offering by the
Underwriters."
(f) Paragraph 7 of the Standard Provisions shall be
modified to read in its entirety as follows:
"7. The obligations of the Underwriters under this
Agreement may be terminated by the Representatives, in
their absolute discretion, by notice given to and received
by the Company prior to delivery of and payment for any
Offered Stock, if, prior to that time, (a) trading in the
Company's Common Stock on the New York Stock Exchange,
Inc. is suspended and such suspension shall be continuing
on the Delivery Date, or (b) trading in securities
generally on the New York Stock Exchange, Inc. is
suspended, or
<PAGE> 3
minimum prices are established on that Exchange, or a
banking moratorium is declared by either Federal or New
York State authorities, or (c) there has been, since the
respective dates as of which information is given in the
Registration Statement, except as set forth in or
contemplated by the Registration Statement or Prospectus
as of the date of the Underwriting Agreement, any material
change in the liabilities or obligations of the Company or
the Bank or any material adverse change in, or development
materially and adversely affecting, the financial position
of the Company or the Bank, or (d) there has occurred any
outbreak or escalation of hostilities or other calamity or
crisis the effect of which on the financial markets of the
United States is such as to make it, in the
Representatives' judgment, impracticable to market the
Offered Stock or enforce contracts for the sale of the
Offered Stock, or (e) the rating assigned by Moody's
Investors Service, Inc. or Standard & Poor's Corporation
to any preferred stock or debt securities of the Company
as of the date of the Underwriting Agreement shall have
been lowered since that date or any such rating agency
shall have publicly announced that it has placed any
preferred stock or debt securities of the Company on what
is commonly termed a 'watch list' for possible
downgrading."
(g) The Delivery Date referred to in Paragraph 4 of the
Standard Provisions shall be 10:00 A.M., New York City time, on
May 9, 1994. Subject to the terms and conditions set forth or
incorporated by reference herein, the Company hereby agrees to
sell and the Underwriters agree to purchase, severally and not
jointly, the respective numbers of shares of Offered Stock set
forth opposite their names in Exhibit A hereto, at a purchase
price of $24.2125 per share, plus accrued dividends, if any,
from May 10, 1994; provided, however, with respect to shares of
Offerred Stock sold to certain institutions, the purchase price
shall be $24.50 per share, plus accrued dividends, if any, from
May 10, 1994. The Underwriters shall inform the Company, in
writing, the business day prior to the Delivery Date, of the
number of shares of Offered Stock sold to such institutions.
(h) Paragraph 5(h) of the Standard Provisions shall be
modified to read, in its entirety, as follows:
"(h) To make generally available to its security
holders as soon as practicable, but in any event not later
than eighteen months after the "effective date of the
registration statement" (as defined in Rule 158(c) under
the Act), an earning statement of the Company and its
subsidiaries (which need not be audited) complying with
Section 11(a) of the Act and Rule 158 thereunder;"
The Underwriters will offer the Offered Stock for sale
upon the terms and conditions set forth in the Basic Prospectus
as supplemented by the Prospectus Supplement dated April 29,
1994.
<PAGE> 4
Please confirm your agreement by having an authorized
officer sign a copy of this Agreement in the space set forth
below and returning a signed copy to the Undersigned.
Very truly yours,
GOLDMAN, SACHS & CO.
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
SMITH BARNEY SHEARSON INC.
By: /s/ Goldman, Sachs & Co.
-------------------------------
(Goldman, Sachs & Co.)
Acting on behalf of themselves
and the other Underwriters
named in Exhibit A hereto
Accepted:
THE CHASE MANHATTAN CORPORATION
By: /s/ Arjun K. Mathrani
----------------------------
Name: Arjun K. Mathrani
Title: Executive Vice President and
Treasurer
ACE02227
<PAGE> 5
Exhibit A
---------
<TABLE>
<CAPTION>
Number of
Underwriter Shares
----------- --------------
<S> <C>
Goldman, Sachs & Co. 1,063,500
Bear, Stearns & Co. Inc. 1,063,500
Lehman Brothers Inc. 1,063,500
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 1,063,500
Morgan Stanley & Co. Incorporated 1,063,500
Smith Barney Shearson Inc. 1,063,500
Alex. Brown & Sons Incorporated 140,500
CS First Boston Corporation 140,500
Dean Witter Reynolds Inc. 140,500
Dillon, Read & Co. Inc. 140,500
Donaldson, Lufkin & Jenrette
Securities Corporation 140,500
A.G. Edwards & Sons, Inc. 140,500
Keefe, Bruyette & Woods, Inc. 140,500
Kemper Securities, Inc. 140,500
Kidder, Peabody & Co. Incorporated 140,500
Oppenheimer & Co., Inc. 140,500
PaineWebber Incorporated 140,500
Prudential Securities Incorporated 140,500
Salomon Brothers Inc 140,500
Advest, Inc. 42,500
Robert W. Baird & Co. Incorporated 42,500
J.C. Bradford & Co. 42,500
Cowen & Company 42,500
Craigie Incorporated 42,500
Doley Securities, Inc. 42,500
Fahnestock & Co. Inc. 42,500
First Albany Corporation 42,500
J.B. Hanauer & Co. 42,500
Interstate/Johnson Lane Corporation 42,500
Edward D. Jones & Co. 42,500
Legg Mason Wood Walker Incorporated 42,500
Mendham Capital Group, Inc. 42,500
Montgomery Securities 42,500
Piper Jaffray Inc. 42,500
Pryor, McClendon, Counts & Co., Inc. 42,500
</TABLE>
<PAGE> 6
Exhibit A (con't)
-----------------
<TABLE>
<CAPTION>
Number of
Underwriter Shares
___________ -------------
<S> <C>
Raymond James & Associates, Inc. 42,500
Muriel Siebert & Co., Inc. 42,500
Sturdivant & Co., Inc. 42,500
Utendahl Capital Partners, L.P. 42,500
Wheat, First Securities, Inc. 42,500
---------
9,100,000
----------
</TABLE>
ACE02227
<PAGE> 1
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
OF
PREFERRED STOCK, ADJUSTABLE RATE SERIES N
OF
THE CHASE MANHATTAN CORPORATION
THE CHASE MANHATTAN CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (herein referred
to as the "Corporation"), in accordance with the provisions of
Section 151 of the General Corporation Law of the State of
Delaware, does hereby CERTIFY:
1. The Certificate of Incorporation, as amended, of the
Corporation fixes the total number of shares of all classes of
capital stock which the Corporation shall have the authority to
issue as Six Hundred Million (600,000,000) shares, of which One
Hundred Million (100,000,000) shares shall be shares of Preferred
Stock without par value, and Five Hundred Million (500,000,000)
shares shall be shares of Common Stock of the par value of $2.00
per share (herein referred to as "Common Stock").
2. The Certificate of Incorporation, as amended, of the
Corporation, expressly grants to the Board of Directors of the
Corporation authority to provide for the issuance of said Preferred
Stock in one or more series, with such voting powers, full or
limited but not to exceed one vote per share, or without voting
powers, and with such designations, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions providing for
the issue thereof adopted by the Board of Directors and as are not
stated and expressed in its Certificate of Incorporation, as
amended.
3. Pursuant to authority conferred upon the Board of
Directors by the Certificate of Incorporation, as amended, of the
Corporation, the Board of Directors, at meetings duly held on and
May 20, 1992 and August 19, 1992, at each of which a quorum was
present and acting throughout, and a duly authorized committee of
the Board of Directors, acting by written consent of its members
dated as of April 29, 1994, duly authorized and adopted the
provisions set forth in the following resolution providing for an
issue of a series of its Preferred Stock to be designated
"Preferred Stock, Adjustable Rate Series N":
"RESOLVED, that an issue of a series of the Preferred Stock,
<PAGE> 2
without par value, of the Corporation (said Preferred Stock being
herein referred to as "Preferred Stock", which term shall include
any additional shares of Preferred Stock of the same class
heretofore or hereafter authorized to be issued by the
Corporation), consisting of Nine Million One Hundred Thousand
(9,100,000) shares is hereby provided for, and the voting power,
designation, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or
restrictions thereof, are fixed hereby as follows:
1. Designation. The designation of such series shall
be "Preferred Stock, Adjustable Rate Series N" (hereinafter
referred to as the "Series N Preferred Stock") and the number
of shares constituting such series is Nine Million One Hundred
Thousand (9,100,000). Shares of Series N Preferred Stock
shall have a stated value of $25.00 per share. The number of
authorized shares of Series N Preferred Stock may be reduced
by further resolution duly adopted by the Board of Directors
of the Corporation or any duly authorized committee thereof
and by the filing of a certificate pursuant to the provisions
of the General Corporation Law of the State of Delaware
stating that such reduction has been so authorized, but the
number of authorized shares of Series N Preferred Stock shall
not be increased. The Series N Preferred Stock shall rank on
a parity as to dividends and distributions of assets with the
series of Preferred Stock, without par value, of the
Corporation designated as Preferred Stock, Floating Rate
Series F, Preferred Stock, 10 1/2% Series G, Preferred Stock,
9.76% Series H, Preferred Stock, 10.84% Series I, Preferred
Stock, 9.08% Series J, Preferred Stock, 8-1/2% Series K,
Preferred Stock, 8.32% Series L and Preferred Stock, 8.40%
Series M. The Series N Preferred Stock shall rank senior as
to dividends and distributions of assets to the series of
Preferred Stock, without par value, of the Corporation
designated as Junior Participating Preferred Stock.
2. Dividends. Dividends payable on the shares of
Series N Preferred Stock for the period from May 10, 1994 to
and including June 30, 1994 (the "Initial Dividend Period")
shall be $0.2156 per share. For each quarterly dividend
period after the Initial Dividend Period (the "Quarterly
Dividend Period") dividends payable on the shares of Series N
Preferred Stock shall be payable at a rate per annum of the
stated value thereof equal to the Applicable Rate (as defined
in Section 3) in respect of such Quarterly Dividend Period,
expressed as a percentage to the nearest ten thousandth of a
percentage point. The amount of dividends per share for each
Quarterly Dividend Period shall be computed by dividing the
Applicable Rate for such Quarterly Dividend Period by four and
applying the resulting rate to the stated value per share of
the Series N Preferred Stock. Each Quarterly Dividend Period
shall commence on the January 1, April 1, July 1 and October
<PAGE> 2
1, as the case may be, following the last day of the Initial
Dividend Period or the preceding Quarterly Dividend Period, as
the case may be, and shall end on and include the day next
preceding the first day of the next such Quarterly Dividend
Period. Such dividends shall be cumulative from May 10, 1994
and shall be payable, when and as declared by the Board of
Directors, on the last day of March, June, September and
December of each year, commencing June 30, 1994. Each such
quarterly dividend shall be paid to the holders of record of
shares of Series N Preferred Stock as they appear on the stock
register of the Corporation on such record date, not exceeding
30 days preceding the payment date thereof, as shall be fixed
by the Board of Directors of the Corporation. Dividends on
account of arrears for any past dividend periods may be
declared and paid at any time, without reference to any
quarterly dividend payment date, to holders of record on such
date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors of the
Corporation. In the event that there shall be outstanding
shares of any other series of Preferred Stock ranking on a
parity as to dividends with the Series N Preferred Stock, the
Corporation, in making any dividend payment on account of
arrears on the Series N Preferred Stock or such other series
of Preferred Stock, shall make payments ratably upon all
outstanding shares of Series N Preferred Stock and such other
series of Preferred Stock in proportion to the respective
amounts of dividends in arrears upon all such outstanding
shares of Series N Preferred Stock and such other series of
Preferred Stock to the date of such dividend payment. 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. Dividends payable on the Series N
Preferred Stock for any period after the Initial Dividend
Period which is less than a full Quarterly Dividend Period
shall be computed on the basis of a 360 day year consisting of
twelve 30-day months.
3. Definition of Applicable Rate, etc.
Except as provided below in this paragraph, the
"Applicable Rate" for any Quarterly Dividend Period will be
equal to 85% of the Effective Rate (as hereinafter defined).
The "Effective Rate" for any Quarterly Dividend Period will be
equal to the highest of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Thirty Year Constant Maturity
Rate (each as hereinafter defined) for such Quarterly Dividend
Period. In the event that the Corporation determines in good
faith that for any reason:
(i) any one of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate or the Thirty Year Constant
Maturity Rate cannot be determined for any
<PAGE> 4
Quarterly Dividend Period, then the Effective Rate
for such Quarterly Dividend Period will be equal to
the higher of whichever two of such Rates can be so
determined;
(ii) only one of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate or the Thirty Year Constant
Maturity Rate can be determined for any Quarterly
Dividend Period, then the Effective Rate for such
Quarterly Dividend Period will be equal to
whichever such Rate can be so determined; or
(iii) none of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate or the Thirty Year Constant
Maturity Rate can be determined for any Quarterly
Dividend Period, then the Effective Rate for the
preceding dividend period will be continued for
such Quarterly Dividend Period.
Anything herein to the contrary notwithstanding, the
Applicable Rate for any Quarterly Dividend Period shall in no
event be less than 4.50% per annum or greater than 10.50% per
annum.
Except as described below in this paragraph, the
"Treasury Bill Rate" for each Quarterly Dividend Period will
be the arithmetic average of the two most recent weekly per
annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published
during the relevant Calendar Period (as hereinafter defined))
for three-month U.S. Treasury bills, as published weekly by
the Federal Reserve Board (as hereinafter defined) during the
Calendar Period immediately preceding the last ten calendar
days preceding the Quarterly Dividend Period for which the
dividend rate on the Series N Preferred Stock is being
determined. In the event that the Federal Reserve Board does
not publish such a weekly per annum market discount rate
during such Calendar Period, then the Treasury Bill Rate for
such Quarterly Dividend Period will be the arithmetic average
of the two most recent weekly per annum market discount rates
(or the one weekly per annum market discount rate, if only one
such rate is published during the relevant Calendar Period)
for three-month U.S. Treasury bills, as published weekly
during such Calendar Period by any Federal Reserve Bank or by
any U.S. Government department or agency selected by the
Corporation. In the event that a per annum market discount
rate for three-month U.S. Treasury bills is not published by
the Federal Reserve Board or by any Federal Reserve Bank or by
any U.S. Government department or agency during such Calendar
Period, then the Treasury Bill Rate for such Quarterly
Dividend Period will be the arithmetic average of the two most
recent weekly per annum market discount rates (or the one
<PAGE> 5
weekly per annum market discount rate, if only one such rate
is published during the relevant Calendar Period) for all of
the U.S. Treasury bills then having remaining maturities of
not less than 80 nor more than 100 days, as published during
such Calendar Period by the Federal Reserve Board or, if the
Federal Reserve Board does not publish such rates, by any
Federal Reserve Bank or by any U.S. Government department or
agency selected by the Corporation. In the event that the
Corporation determines in good faith that for any reason no
such U.S. Treasury bill rates are published as provided above
during such Calendar Period, then the Treasury Bill Rate for
such Quarterly Dividend Period will be the arithmetic average
of the per annum market discount rates based upon the closing
bids during such Calendar Period for each of the issues of
marketable non-interest-bearing U.S. Treasury securities with
a remaining maturity of not less than 80 nor more than 100
days from the date of each such quotation, as chosen and
quoted daily for each business day in New York City (or less
frequently if daily quotations are not generally available) to
the Corporation by at least three recognized dealers in U.S.
Government securities selected by the Corporation. In the
event that the Corporation determines in good faith that for
any reason the Corporation cannot determine the Treasury Bill
Rate for any Quarterly Dividend Period as provided above in
this paragraph, the Treasury Bill Rate for such Quarterly
Dividend Period will be the arithmetic average of the per
annum market discount rates based upon the closing bids during
such Calendar Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a remaining
maturity of not less than 80 nor more than 100 days, as chosen
and quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally
available) to the Corporation by at least three recognized
dealers in U.S. Government securities selected by the
Corporation.
Except as described below in this paragraph, the "Ten
Year Constant Maturity Rate" for each Quarterly Dividend
Period will be the arithmetic average of the two most recent
weekly per annum Ten Year Average Yields (as hereinafter
defined) (or the one weekly per annum Ten Year Average Yield,
if only one such yield is published during the relevant
Calendar Period), as published weekly by the Federal Reserve
Board during the Calendar Period immediately preceding the
last ten calendar days preceding the Quarterly Dividend Period
for which the dividend rate on the Series N Preferred Stock is
being determined. In the event that the Federal Reserve Board
does not publish such a weekly per annum Ten Year Average
Yield during such Calendar Period, then the Ten Year Constant
Maturity Rate for such Quarterly Dividend Period will be the
arithmetic average of the two most recent weekly per annum Ten
Year Average Yields (or the one weekly per annum Ten Year
<PAGE> 6
Average Yield, if only one such yield is published during the
relevant Calendar Period), as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Corporation.
In the event that a per annum Ten Year Average Yield is not
published by the Federal Reserve Board or by any Federal
Reserve Bank or by any U.S. Government department or agency
during such Calendar Period, then the Ten Year Constant
Maturity Rate for such Quarterly Dividend Period will be the
arithmetic average of the two most recent weekly per annum
average yields to maturity (or the one weekly per annum
average yield to maturity, if only one such yield is published
during the relevant Calendar Period) for all of the actively
traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities (as hereinafter defined)) then
having remaining maturities of not less than eight nor more
than twelve years, as published during such Calendar Period by
the Federal Reserve Board or, if the Federal Reserve Board
does not publish such yields, by any Federal Reserve Bank or
by any U.S. Government department or agency selected by the
Corporation. In the event that the Corporation determines in
good faith that for any reason the Corporation cannot
determine the Ten Year Constant Maturity Rate for any
Quarterly Dividend Period as provided above in this paragraph,
then the Ten Year Constant Maturity Rate for such Quarterly
Dividend Period will be the arithmetic average of the per
annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively
traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) with a final maturity date not
less than eight nor more than twelve years from the date of
each such quotation, as chosen and quoted daily for each
business day in New York City (or less frequently if daily
quotations are not generally available) to the Corporation by
at least three recognized dealers in U.S. Government
securities selected by the Corporation.
Except as described below in this paragraph, the "Thirty
Year Constant Maturity Rate" for each Quarterly Dividend
Period will be the arithmetic average of the two most recent
weekly per annum Thirty Year Average Yields (as hereinafter
defined) (or the one weekly per annum Thirty Year Average
Yield, if only one such yield is published during the relevant
Calendar Period), as published weekly by the Federal Reserve
Board during the Calendar Period immediately preceding the
last ten calendar days preceding the Quarterly Dividend Period
for which the dividend rate on the Series N Preferred Stock is
being determined. In the event that the Federal Reserve Board
does not publish such a weekly per annum Thirty Year Average
Yield during such Calendar Period, then the Thirty Year
Constant Maturity Rate for such Quarterly Dividend Period will
be the arithmetic average of the two most recent weekly per
<PAGE> 7
annum Thirty Year Average Yields (or the one weekly per annum
Thirty Year Average Yield, if only one such yield is published
during the relevant Calendar Period), as published weekly
during such Calendar Period by any Federal Reserve Bank or by
any U.S. Government department or agency selected by the
Corporation. In the event that a per annum Thirty Year
Average Yield is not published by the Federal Reserve Board or
by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the
Thirty Year Constant Maturity Rate for such Quarterly Dividend
Period will be the arithmetic average of the two most recent
weekly per annum average yields to maturity (or the one weekly
per annum average yield to maturity, if only one such yield is
published during the relevant Calendar Period) for all of the
actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) then having
remaining maturities of not less than twenty-eight nor more
than thirty years, as published during such Calendar Period by
the Federal Reserve Board or, if the Federal Reserve Board
does not publish such yields, by any Federal Reserve Bank or
by any U.S. Government department or agency selected by the
Corporation. In the event that the Corporation determines in
good faith that for any reason the Corporation cannot
determine the Thirty Year Constant Maturity Rate for any
Quarterly Dividend Period as provided above in this paragraph,
then the Thirty Year Constant Maturity Rate for such Quarterly
Dividend Period will be the arithmetic average of the per
annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively
traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) with a final maturity date not
less than twenty-eight nor more than thirty years from the
date of each such quotation, as chosen and quoted daily for
each business day in New York City (or less frequently if
daily quotations are not generally available) to the
Corporation by at least three recognized dealers in U.S.
Government securities selected by the Corporation.
The Treasury Bill Rate, the Ten Year Constant Maturity
Rate and the Thirty Year Constant Maturity Rate shall each be
rounded to the nearest five hundredths of a percent.
The Applicable Rate with respect to each Quarterly
Dividend Period will be calculated as promptly as practicable
by the Corporation according to the appropriate method
described above. The Corporation will cause each Applicable
Rate to be published in a newspaper of general circulation in
New York City before the commencement of the Quarterly
Dividend Period to which it applies and will cause notice of
such Applicable Rate to be enclosed with the dividend payment
checks next mailed to the holders of Series N Preferred Stock.
<PAGE> 8
For purposes of this Section,
(i) "Calendar Period" means a period of fourteen
calendar days;
(ii) "Federal Reserve Board" means the Board of
Governors of the Federal Reserve System;
(iii) "Special Securities" means securities which can, at
the option of the holder, be surrendered at face
value in payment of any Federal estate tax or which
provide tax benefits to the holder and are priced
to reflect such tax benefits or which were
originally issued at a deep or substantial
discount;
(iv) "Ten Year Average Yield" means the average yield to
maturity for actively traded marketable U.S.
Treasury fixed interest rate securities (adjusted
to constant maturities of ten years); and
(v) "Thirty Year Average Yield" means the average yield
to maturity for actively traded marketable U.S.
Treasury fixed interest rate securities (adjusted
to constant maturities of thirty years).
4. Redemption. On or after June 30, 1999, the
Corporation, at its option, may redeem shares of the Series N
Preferred Stock, as a whole or in part, at any time or from
time to time at a redemption price of $25 per share plus an
amount equal to the accrued and unpaid dividends thereon to
the date fixed for redemption (whether or not such dividends
have been declared). To permit the Series N Preferred Stock
to qualify as Tier 1 capital of the Corporation, any such
redemption shall be subject to the prior approval of the Board
of Governors of the Federal Reserve System.
In the event the Corporation shall redeem shares of
Series N Preferred Stock, notice of such redemption shall be
given by first class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the redemption date, to
each holder of record of the shares to be redeemed, at such
holder's address as the same appears on the stock register of
the Corporation. Each such notice shall state: (1) the
redemption date; (2) the number of shares of Series N
Preferred Stock to be redeemed and, if less than all the
shares held by such holder are to be redeemed, the number of
such shares to be redeemed from such holder; (3) the
redemption price; (4) the place or places where certificates
for such shares are to be surrendered for payment of the
redemption price; and (5) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. Notice
<PAGE> 9
having been mailed as aforesaid, from and after the redemption
date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price)
dividends on the shares of the Series N Preferred Stock so
called for redemption shall cease to accrue, and
notwithstanding the fact that any certificates for such shares
shall not have been surrendered for payment of the redemption
price, said shares shall no longer be deemed to be
outstanding, and all rights of the holders thereof as
stockholders of the Corporation (except the right to receive
from the Corporation the redemption price) shall cease. Upon
surrender in accordance with said notice of the certificates
for any shares so redeemed (properly endorsed or assigned for
transfer, if the Board of Directors of the Corporation or any
duly authorized committee thereof shall so require and the
notice shall so state), such shares shall be redeemed by the
Corporation at the redemption price aforesaid. If less than
all the outstanding shares of Series N Preferred Stock are to
be redeemed, shares to be redeemed shall be selected by the
Corporation from outstanding shares of Series N Preferred
Stock not previously called for redemption by lot or pro rata
(as nearly as may be) or by any other method determined by the
Corporation in its sole discretion to be equitable.
In no event shall the Corporation redeem less than all
the outstanding shares of Series N Preferred Stock pursuant to
the first paragraph of this Section 4 or purchase or otherwise
acquire any shares of Series N Preferred Stock unless full
cumulative dividends shall have been paid or declared and set
apart for payment upon all outstanding shares of Series N
Preferred Stock for all past dividend periods; provided,
however, that the foregoing shall not prevent the purchase or
acquisition of shares of Series N Preferred Stock pursuant to
a purchase or exchange offer made on the same terms to holders
of all outstanding shares of Series N Preferred Stock.
5. Shares to be Retired. All shares of Series N
Preferred Stock redeemed or purchased by the Corporation shall
be retired and canceled and shall be restored to the status of
authorized but unissued shares of Preferred Stock, without
designation as to series, and may thereafter be issued, but
not as shares of Series N Preferred Stock.
6. Conversion or Exchange. The holders of shares of
Series N Preferred Stock shall not have any rights herein to
convert such shares into or exchange such shares for shares of
any other class or classes or of any other series of any class
or classes of capital stock of the Corporation.
7. Voting. Except as hereinafter expressly provided or
as otherwise required by law, the shares of this series shall
have no voting power.
<PAGE> 10
In the event that six quarterly dividends (whether or not
consecutive) payable on any share or shares of Preferred Stock
shall be in arrears, the holders of shares of this series,
voting separately as a class with the holders of shares of any
one or more other series of Preferred Stock upon which like
voting rights have been conferred, shall be entitled at the
Corporation'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 the amount per share which holders of shares of this series
are entitled to receive out of the assets of the Corporation
available for distribution before any distribution of assets
shall be made to the holders of Common Stock or any other
shares of stock of the Corporation ranking as to such
distribution junior to shares of this series, in the event of
any involuntary liquidation, dissolution or winding up of the
Corporation, but not more than one vote per share, for each
share of this series held of record for the election of two
directors of the Corporation, with the remaining directors of
the Corporation 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 said directors shall cease to
exist, any director who shall have 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 this series 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 said
special voting right, the terms of office of all persons who
may have been elected directors by vote of the holders of said
shares of Preferred Stock pursuant to such special voting
rights shall forthwith 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 all series of
Preferred Stock then outstanding, voting as a class without
regard to series, the holders of shares of this series being
entitled to cast the same fraction of one vote per share
thereon as provided in the immediately preceding paragraph,
the Corporation may not: (a) create any class or series of
stock which shall have preference as to dividends or
distribution of assets over any outstanding series of
<PAGE> 11
Preferred Stock other than a series which shall not have any
right to object to such creation or (b) alter or change the
provisions of the Corporation's Certificate of Incorporation,
as amended, so as to adversely affect the voting power,
preferences or special rights of the holders of Preferred
Stock; 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 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 at the time outstanding.
8. Liquidation Preference. In the event of any
voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, the holders of the Series N Preferred
Stock shall be entitled to receive out of the assets of the
Corporation available for distribution to stockholders, before
any distribution of assets shall be made to the holders of
Common Stock or of any other shares of stock of the
Corporation ranking as to such a distribution junior to the
Series N Preferred Stock, an amount equal to $25 per share
plus an amount equal to any accrued and unpaid dividends
thereon to the date fixed for payment of such distribution
(whether or not such dividends have been declared). If upon
any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the amounts payable with
respect to the Series N Preferred Stock and any other shares
of stock of the Corporation ranking as to any such
distribution on a parity with the Series N Preferred Stock are
not paid in full, the holders of the Series N Preferred Stock
and of such other shares shall share ratably in any such
distribution of assets of the Corporation in proportion to the
full respective preferential amounts to which they are
entitled. After payment to the holders of the Series N
Preferred Stock of the full preferential amounts provided for
in this Section 8, the holders of the Series N Preferred Stock
shall be entitled to no further participation in any
distribution of assets by the Corporation. The consolidation
or merger of the Corporation with or into any other
corporation, or the sale of substantially all the assets of
the Corporation in consideration for the issuance of equity
securities of another corporation, shall not be regarded as a
liquidation, dissolution or winding up of the Corporation
within the meaning of this Section 8, but only if such
consolidation, merger or sale of assets shall not in any way
impair the voting power, preferences or special rights of the
Series N Preferred Stock.
<PAGE> 12
9. Limitation on Dividends on Junior Ranking Stock. So
long as any Series N Preferred Stock shall be outstanding, the
Corporation shall not declare any dividends on the Common
Stock or any other stock of the Corporation ranking as to
dividends or distributions of assets junior to the Series N
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 Corporation, other than
Junior Stock (such dividends, payments, setting apart and
distributions being herein called "Junior Stock Payments"),
unless all of the conditions set forth in the following
subsections A and B shall exist at the date of such
declaration in the case of any such dividend, or the date of
such setting apart in the case of any such fund, or the date
of such payment or distribution in the case of any other
Junior Stock Payment:
A. Full cumulative dividends shall have been paid
or declared and set apart for payment upon all
outstanding shares of Preferred Stock other than Junior
Stock.
B. The Corporation shall not be in default or in
arrears with respect to any sinking or other analogous
fund or any call for tenders obligation or other
agreement for the purchase, redemption or other
retirement of any shares of Preferred Stock other than
Junior Stock."
<PAGE> 13
IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by Arjun K. Mathrani, its Executive
Vice President and Treasurer, and attested by Ronald C. Mayer,
its Secretary, whereby said Executive Vice President and
Treasurer affirms, under the penalties of perjury, that this
Certificate is the act and deed of the Corporation and that
the facts stated herein are true, this 29th day of April,
1994.
THE CHASE MANHATTAN CORPORATION
By: /s/ Arjun K. Mathrani
-----------------------
Arjun K. Mathrani
Executive Vice President
and Treasurer
Attest:
By: /s/ Ronald C. Mayer
-----------------------------
Ronald C. Mayer
Secretary
ACE02226
<PAGE> 1
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
The Chase Manhattan Corporation (Consolidated)
<TABLE>
<CAPTION>
_______________________________________________________________________________
Quarter Ended Year Ended
March 31, December 31,
_______________________________________________________________________________
($ in millions) 1994 1993 1993 1992 1991 1990 1989
_______________________________________________________________________________
EARNINGS:
<S> <C> <C> <C> <C> <C> <C> <C>
Net Income
(Loss) Applicable
to Common Stock $ 333 $ 117 $ 826 $ 515 $420 $(417) $(743)
Less: Cumulative
Effect of Change in
Accounting Principle* - 500 500 - - - -
_______________________________________________________________________________
Net Income (Loss)
Applicable to
Common Stock Before
Cumulative Effect
of Change in
Accounting
Principle $ 333 $ (383) $ 326 $ 515 $ 420 $ (417)$ (743)
Less: Equity in
Undistributed
Income (Loss) of
Unconsolidated
Subsidiaries and
Associated
Companies 1 5 36 11 (32) (40) (20)
Income Taxes 223 (174) 265 186 124 203 196
Fixed Charges,
Excluding
Interest on Deposits 655 630 2,810 2,401 2,088 3,273 4,016
_______________________________________________________________________________
Total Earnings,
Excluding Interest
on Deposits, as
Adjusted 1,210 68 3,365 3,091 2,664 3,099 3,489
Interest on Deposits 525 539 2,014 2,935 4,374 5,273 5,080
_______________________________________________________________________________
Total Earnings,
Including
Interest on
Deposits, as
Adjusted $1,735 $ 607 $5,379 $6,026 $7,038 $8,372 $8,569
================================================================================
FIXED CHARGES AND PREFERRED
STOCK DIVIDEND REQUIREMENTS:
Interest Expense and
Amortization of
Debt Discount and
Issuance Costs,
Excluding Interest
on Deposits $ 606 $ 575 $2,591 $2,205 $1,920 $3,115 $3,860
Preferred Stock
Dividend
Requirements
(Pre-Tax
Equivalent) 49 61 239 209 168 140 131
One-Third of Net
Rental Expense 18 19 79 72 68 75 78
________________________________________________________________________________
Total Fixed Charges
and Preferred Stock
Dividend
Requirements,
Excluding Interest
on Deposits 673 655 2,909 2,486 2,156 3,330 4,069
Interest on Deposits 525 539 2,014 2,935 4,374 5,273 5,080
_______________________________________________________________________________
Total Fixed Charges
and Preferred Stock
Dividend
Requirements,
Including Interest
on Deposits $1,198 $1,194 $4,923 $5,421 $6,530 $8,603 $9,149
================================================================================
RATIO OF EARNINGS TO FIXED CHARGES:
AND PREFERRED STOCK DIVIDEND REQUIREMENTS:
Excluding Interest
on Deposits 1.8x ** 1.2x 1.2x 1.2x ** **
Including Interest
on Deposits 1.4x ** 1.1x 1.1x 1.1x ** **
<FN>
* Represents the cumulative effect of change in accounting principle relating
to the adoption of SFAS 109 ("Accounting for Income Taxes") in the first
quarter of 1993.
** For the quarter ended March 31, 1993 and the years ended December 31, 1990 and
1989, earnings did not cover fixed charges and preferred stock dividend
requirements by $587 million, $231 million and $580 million respectively,
primarily as a result of large additions to the Reserve for Possible Credit
Losses and special charges.
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 first quarter and 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 rent expense under all lease commitments and dividend requirements on the
outstanding preferred stock.
ACE0220B
</TABLE>
