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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) November 18, 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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Item 5. Other Events
On November 18, 1994, The Chase Manhattan
Corporation issued a news release announcing it had
reached an agreement to purchase the securities
processing businesses of the U.S. Trust Corporation. A
copy of the news release is attached hereto as Exhibit
99 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
Exhibit 99: News Release dated November 18, 1994.
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/ Deborah L. Duncan
Deborah L. Duncan
Executive Vice President
and Treasurer
November 18, 1994
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EXHIBIT INDEX
Exhibit Document
99 News Release dated November 18, 1994.
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Exhibit 99
November 18, 1994
CHASE MANHATTAN ANNOUNCES AGREEMENT TO PURCHASE
SECURITIES PROCESSING BUSINESSES FROM U.S. TRUST
NEW YORK -- The Chase Manhattan Corporation announced today that it
has reached an agreement to purchase the securities processing
businesses of the U.S. Trust Corporation.
The purchase price is $363.5 million. The acquisition will be
structured as an exchange of Chase common stock for shares of U.S.
Trust Corp., to occur after U.S. Trust has spun off its asset
management, private banking, special fiduciary and corporate trust
businesses, and related subsidiaries to its stockholders in a new
holding company to be named U.S. Trust Corporation.
Chase will increase its stock buy-back program to neutralize the
earnings-per-share impact of the new common stock issued. The
acquisition is subject to regulatory approval and is expected to
close in the second quarter of 1995.
Those businesses being acquired by Chase are:
-- Unit Investment Trust Services.
-- Institutional Asset Services.
-- Mutual Funds Services.
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"This acquisition represents a great opportunity to enhance one of
the core franchises of our Global Financal Services Business," said
Thomas G. Labrecque, Chairman and Chief Executive Officer of The
Chase Manhattan Corporation. "It will enable us to significantly
expand our services to institutional investor clients by leveraging
our already strong position in custody with enhanced capabilities
gained from U.S. Trust."
Labrecque also said the acquisition is consistent with Chase's
strategic principles in a variety of ways. Most notably, it allows
Chase to create further economies of scale in a business where size
brings long-term strategic advantage. At the same time, Chase is
teaming up with an organization that already shares its dedication
to delivering an exceptional level of service quality. "The end
result should be greater opportunities for revenue and earnings
growth, yielding added value for our shareholders," said Labrecque.
The Chase Manhattan Chairman also noted that those former U.S.
Trust institutional clients who will become Chase customers will
now have access to the entire array of Chase's services for
investors.
The acquisition will add to Chase's competitive presence in the
global securities services market in a variety of ways:
-- Chase will significantly enhance its mutual funds
servicing capabilities, including fund accounting,
administration and transfer agency. In combination with its
leading global custody product, this will allow Chase to meet
the needs of mutual fund complexes that buy fully-integrated
service packages. This acquisition now makes Chase the
second-largest overall provider of mutual funds services.
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-- Chase will become the market leader in servicing unit
investment trusts. At the same time, it will gain U.S.
Trust's unit trust servicing and processing technology -- a
technology that is viewed as a benchmark in the industry.
-- Chase's position as the leading provider of investor-
focused securities services will be further strengthened by
gaining U.S. Trust's Institutional Asset Services Division,
consisting of nearly 300 customers and more than $125 billion
in custody assets.
The new businesses will operate within Chase's Global Securities
Services unit, which is managed by Vivian L. Eversole, Executive
Vice President.
"From a strategic viewpoint, U.S. Trust's processing businesses
have a great deal to offer," said Eversole. "Chase becomes the
world's largest custodian, with total trust and custody assets of
$1.8 trillion in U.S. and cross-border assets.
"The acqusition also bolsters our position in several key market
segments. First, in mutual funds Chase is a leading global
custodian to the top 20 mutual fund complexes. These enhanced
capabilities open up significant business potential with mutual
fund clients that buy a full range of fund servicing capabilities
from a single provider.
"Second, we will become the market leader in the unit investment
trust business, serving some of the most prominent providers of
UITs. Finally, in Institutional Asset Services we have custody and
related capabilities critical to serving major insurance companies,
fund managers, corporate pensions and endownments and foundations,"
Eversole said.
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"Culturally, we are an excellent fit -- two organizations with a
passion for consistently exceeding clients' expectations for
quality service," she said.
U.S. Trust has approximately 1,200 employees in New York City and
Boston working within the businesses that are being sold. Few
staff dislocations are expected in the businesses being acquired by
Chase.
Chase and U.S. Trust have also signed an agreement, under which
Chase will provide processing services for U.S. Trust's remaining
businesses, including asset management and private banking.
The Mergers & Acquisitions Group of The Chase Manhattan Bank
advised The Chase Manhattan Corporation in this transaction and
assisted in negotiations.
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