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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) August 3, 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
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On August 3, 1994, The Chase Manhattan
Corporation's wholly-owned subsidiary, The Chase
Manhattan Bank, N.A. (the "Bank"), issued a news release
announcing it had entered into a definitive merger
agreement with American Residential Holding Corporation
whereby a subsidiary of the Bank will seek to acquire,
through a tender offer, all of the outstanding common
stock of American Residential Holding 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
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(c) Exhibits
Exhibit 99: News Release dated August 3, 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/ Arjun K. Mathrani
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Arjun K. Mathrani
Executive Vice President
and Chief Financial Officer
August 3, 1994
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EXHIBIT INDEX
Exhibit Document
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99 News Release dated August 3, 1994.
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Date: August 3, 1994
CHASE MANHATTAN BANK TO ACQUIRE
AMERICAN RESIDENTIAL HOLDING CORPORATION
The Chase Manhattan Bank, N.A. and American Residential
Holding Corporation (AMRS, NASDAQ) today jointly announced the
signing of a definitive merger agreement, whereby a subsidiary of
Chase will seek to acquire through a tender offer all of the
outstanding common stock of AMRS, for a total of approximately $348
million. AMRS is the parent company of American Residential
Mortgage Corporation, one of the nation's leading residential
mortgage lenders. Headquartered in La Jolla, California, AMRS
operates approximately 100 branches in 32 states and originates and
services single-family and multi-family residential mortgages.
AMRS ranked tenth in origination of single-family residential
mortgages for the first half of 1994 and serviced a loan portfolio
of approximately $15.4 billion at June 30, 1994.
The combination of Chase and AMRS would rank in the top
five nationwide in mortgage originations with a volume of
approximately $11.5 billion, based on figures for the first half of
1994, and would rank fifth in mortgage servicing, with a combined
servicing volume of $62.1 billion as of June 30, 1994.
Fred Koons, chairman of Chase Manhattan Mortgage Holdings,
Chase's mortgage banking subsidiary, said, "As a leading provider
of mortgages, Chase offers flexible financing opportunities to meet
the diverse home buying needs of our customers. The acquisition of
American Residential, a top quality retail and wholesale mortgage
originator will strengthen Chase's presence in both channels.
Chase will gain geographic diversity from entrance into 25 new
locations. This acquisition will also significantly increase
conforming loan volume for Chase complementing our leading position
in jumbo loans."
This acquisition is part of Chase's ongoing strategy to grow
and expand in the mortgage business and follows Chase's purchase in
July, 1993, of Troy & Nichols, a mortgage origination and servicing
company based in Monroe, LA.
"The combination of American Residential with Chase's other
mortgage origination entities will position us toward our goal of
becoming a top three mortgage lender by 1997," Koons continued.
John M. Robbins, Jr., chairman and chief executive officer of
American Residential Holding Corporation, said, "The major strategy
of American Residential has been to maximize shareholder returns by
building a cost effective, customer driven origination system and
a high quality residential loan servicing portfolio. Our board
believes the purchase price fairly values the company's past
performance and recognized position as a leader in our industry."
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Under the terms of the agreement, which has been approved by
the boards or directors of both companies, Chase's newly formed
subsidiary, Chamres, Inc., will begin a cash tender offer no later
than August 9, 1994, for all outstanding shares of AMRS's common
stock at $28.25 per share, net to seller in cash. The tender offer
will be subject to, among other things, certain regulatory
approvals and the valid tender of not less than 80% of AMRS's
outstanding common stock.
Following completion of the tender offer and receipt of any
necessary stockholders' approval, shares of AMRS common stock not
acquired in the tender offer will be acquired through a merger at
the same price.
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