<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)
January 17, 1995
THE CHASE MANHATTAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5945 3-2633613
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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 January 17, 1995, The Chase Manhattan Corporation (the "Company")
entered into an underwriting agreement covering the issue and sale of
$150,000,000 aggregate principal amount of 8.80% Subordinated Notes Due 2000.
Said Notes were registered under the Securities Act of 1933 pursuant to the
Company's shelf registration statement (Registration Statement No. 33-55295).
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits
1.1 Underwriting Agreement, dated January 17, 1995, among the
Company and Donaldson, Lufkin & Jenrette Securities
Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Bear, Stearns & Co. Inc.
4.30 Form of global 8.80% Subordinated Note Due 2000.
4.31 Form of definitive 8.80% Subordinated Note Due 2000.
12.1 Computation of Ratios of Earnings to Fixed Charges
(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/ Deborah L. Duncan
Deborah L. Duncan
Executive Vice President and
Treasurer
January 19, 1995
<PAGE> 3
EXHIBIT INDEX
Exhibit Document
1.1 Underwriting Agreement, dated January 17, 1995, among the Company and
Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Bear, Stearns & Co. Inc.
4.30 Form of global 8.80% Subordinated Note Due 2000.
4.31 Form of definitive 8.80% Subordinated Note Due 2000.
12.1 Computation of Ratios of Earnings to Fixed Charges
(consolidated).
<PAGE> 1
Exhibit 1.1
UNDERWRITING AGREEMENT
January 17, 1995
THE CHASE MANHATTAN CORPORATION
1 Chase Manhattan Plaza
New York, New York 10081
Dear Sirs:
The undersigned (being herein called the "Underwriters")
understand that The Chase Manhattan Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell $150,000,000 aggregate principal amount
of its 8.80% Subordinated Notes Due February 1, 2000, constituting a series of
Subordinated Debt Securities (the "Offered Securities"). The Offered
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
terms of the Offered Securities are set forth in the Company's Registration
Statement on Form S-3 (File No. 33-55295) and the Basic Prospectus dated
November 23, 1994 (as defined in the Standard Provisions hereinafter referred
to), as supplemented by a Prospectus Supplement dated January 17, 1995.
All the provisions (including defined terms) contained in the
document entitled "The Chase Manhattan Corporation Senior/Subordinated Debt
Securities and Warrants Underwriting Agreement Standard Provisions (November
1994)" (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.
The Delivery Date referred to in Paragraph 4 of the Standard
Provisions shall be 10:00 A.M., New York City time, on January 24, 1995.
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 principal amounts of
Offered Securities set forth opposite their names in Exhibit A hereto at a
purchase price of 99.550% of their principal amount.
In accordance with Clause (e) of Paragraph 6 of the Standard
Provisions, the Underwriters hereby confirm
<PAGE> 2
that the following statements with respect to the public offering of the
Offered Securities are correct and were furnished to the Company by or on
behalf of the Underwriters for use in the Registration Statement and the
Prospectus:
(i) The first sentence of the second to 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;
(iii) The second paragraph of text under the caption
"Underwriting" in the Prospectus Supplement, concerning the terms of the
Offering by the Underwriters; and
(iv) The second sentence of the third paragraph of text
under the caption "Underwriting" in the Prospectus Supplement, concerning the
Underwriters' intention to make a market in the securities.
The Underwriters will offer the Offered Securities for sale
upon the terms and conditions set forth in the Prospectus.
The Underwriters will pay for the Offered Securities at the
time and place and in the manner set forth in the Standard Provisions.
<PAGE> 3
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 us.
Very truly yours,
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH,PIERCE,FENNER & SMITH
INCORPORATED
BEAR, STEARNS & CO. INC.
By: DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ Katherine M. Morris
Name: Katherine M. Morris
Title: Senior Vice President
Accepted:
THE CHASE MANHATTAN CORPORATION
By: /s/ Deborah L. Duncan
Name: Deborah L. Duncan
Title: Executive Vice President
and Treasurer
<PAGE> 4
Exhibit A
<TABLE>
<CAPTION>
Principal Amount of Offered
Name Securities
<S> <C>
DONALDSON LUFKIN & JENRETTE $75,000,000
SECURITIES CORPORATION
MERRILL LYNCH, PIERCE,FENNER & SMITH 50,000,000
INCORPORATED
BEAR, STEARNS & CO. INC. 25,000,000
Total $150,000,000
</TABLE>
<PAGE> 1
Exhibit 4.30
IF THIS NOTE IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE
"DEPOSITORY") (55 WATER STREET, NEW YORK, NEW YORK) OR ITS NOMINEE, THIS NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH DEPOSITORY UNLESS AND UNTIL THIS NOTE
IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY A FEDERAL AGENCY.
CUSIP: 161610 CG3
REGISTERED REGISTERED
No. R-1 $150,000,000
THE CHASE MANHATTAN CORPORATION
8.80% SUBORDINATED NOTE DUE 2000
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
January 24, 1995 8.80% February 1, 2000
The Chase Manhattan Corporation, a Delaware corporation (hereinafter
called the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of One Hundred Fifty
Million Dollars on February 1, 2000, and to pay interest on said principal sum
semi-annually on February 1 and August 1 in each year, commencing on August 1,
1995, at the rate of 8.80% per annum, from January 24, 1995 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, or, if the date hereof is an Interest Payment Date to which interest has
been paid or duly provided for, then from the date hereof, until payment of
said principal sum has been made or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in said Indenture, be paid to the Person in whose name this
8.80% Subordinated Note Due 2000 (or one or more Predecessor Securities as
defined in said Indenture) (the "Note") is
<PAGE> 2
registered at the close of business on the January 15 or July 15, as the case
may be, immediately preceding such Interest Payment Date ("Regular Record
Date"). Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and
may be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee (as
defined below), notice whereof shall be given to Holders of Notes (as defined
below) not less than 10 days prior to such Special Record Date, or may be paid
at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture. Interest payable at maturity will be payable to the Person to whom
principal is payable. Payment of the principal of and interest on this Note
will be made in immediately available funds at the office or agency of the
Company maintained for such purpose in The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. Payment of interest may, at the
option of the Company, be made by check mailed to the registered address of the
Person entitled thereto.
This Note is one of a duly authorized series of Securities (as defined
below) of the Company designated as the 8.80% Subordinated Notes Due 2000
(herein called the "Notes") limited in aggregate principal amount to
$150,000,000, issued and to be issued under an Amended and Restated Indenture
dated as of September 1, 1993 (herein called the "Indenture"), between the
Company and Chemical Bank, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. The Indenture
provides for the issuance of subordinated debt securities (the "Securities") of
the Company in one or more series.
The Notes may not be redeemed before February 1, 1997. On February 1,
1997 and on any Interest Payment Date thereafter, the Notes may be redeemed, as
a whole or from time to time in part, at the option of the Company, on not less
than 30 nor more than 60 days' prior notice given as provided in the Indenture,
at a redemption price equal to 100% of the principal amount of the Notes to be
redeemed plus interest accrued and unpaid to the date of redemption (provided
that interest installments whose Stated Maturity
<PAGE> 3
is on or prior to the date of redemption will be payable to the Holders of the
Notes of record at the close of business on the relevant Regular Record Date).
In the event of redemption of this Note in part only, a new Note or Notes for
the unredeemed portion hereof shall be issued in the name of the Holder hereof
upon the cancellation hereof.
The indebtedness of the Company evidenced by the Notes, including the
principal thereof and interest thereon, is, to the extent and in the manner set
forth in the Indenture, subordinate and junior in right of payment to the
Company's obligations to holders of Senior Indebtedness of the Company (as
defined in the Indenture), and each Holder of Notes, by the acceptance thereof,
agrees to and shall be bound by such provisions of the Indenture.
If an Event of Default (defined in the Indenture as certain events
involving the bankruptcy, insolvency or reorganization of the Company) shall
occur and be continuing, the principal of all of the Notes may be declared due
and payable in the manner and with the effect provided in the Indenture. There
is no right of acceleration of the payment of principal of the Notes upon a
default in the payment of interest on the Notes or in the performance of any
covenant of the Company in the Indenture or in the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of Securities under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of not less
than 66 2/3% in principal amount of the Outstanding Securities of each series
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Outstanding Securities of any
series, on behalf of the Holders of all the Securities of such series, to
waive, with respect to the Securities of such series, compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rates, and in the coin or currency, herein prescribed.
<PAGE> 4
As provided in the Indenture, and subject to certain limitations
therein set forth, this Note is transferable on the Security Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes, of
any authorized denominations and of like tenor and of a like aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture, and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of any authorized
denominations and of like tenor, as requested by the Holder surrendering the
same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or of the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Unless otherwise defined in this Note, all terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
This Note shall be construed in accordance with and governed by the
laws of the State of New York.
Unless the Certificate of Authentication hereon has been executed by or
on behalf of the Trustee or its authenticating agent under the Indenture by
the manual signature of one of its authorized officers, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, under its corporate seal.
<PAGE> 5
THE CHASE MANHATTAN CORPORATION
Seal By:
------------------------------
Deborah L. Duncan
Executive Vice President and
Treasurer
By:
------------------------------
Arjun K. Mathrani
Executive Vice President
and Chief Financial Officer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Chemical Bank, as Trustee OR Chemical Bank, as Trustee
By: The Chase Manhattan Bank, N.A.
Authenticating Agent
By: By:
------------------------ --------------------------
Authorized Officer Authorized Signatory
<PAGE> 6
ABBREVIATIONS
The following abbreviations, when used in the inscription on
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT-- Custodian
------------- ---------------
(Custodian) (Minor)
Under Uniform Gifts to Minors Act
---------------------------------
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
<PAGE> 7
__________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
___________________________________
______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________________________________________________ attorney to
transfer said Note on the books of the Company, with full power of substitution
in the premises.
Dated:
---------------------- ------------------------------------
Signature Guaranteed:
- ----------------------------
- ----------------------------
NOTICE: The signature to this assignment must correspond with
the name as written upon the within instrument in every particular, without
alteration or enlargement, or any change whatever.
<PAGE> 1
Exhibit 4.31
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY A FEDERAL AGENCY.
CUSIP:
REGISTERED REGISTERED
No. R- $
THE CHASE MANHATTAN CORPORATION
8.80% SUBORDINATED NOTE DUE 2000
The Chase Manhattan Corporation, a Delaware corporation (hereinafter
called the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to____________ or registered assigns, the principal sum of _________________
Dollars on February 1, 2000, and to pay interest on said principal sum
semi-annually on February 1 and August 1 in each year, commencing on August 1,
1995, at the rate of 8.80% per annum, from January 24, 1995 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, or, if the date hereof is an Interest Payment Date to which interest has
been paid or duly provided for, then from the date hereof, until payment of
said principal sum has been made or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in said Indenture, be paid to the Person in whose name this
8.80% Subordinated Note Due 2000 (or one or more Predecessor Securities, as
defined in said Indenture) is registered at the close of business on the
January 15 or July 15, as the case may be, immediately preceding such Interest
Payment Date ("Regular Record Date"). Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee (as defined below), notice whereof shall be given to Holders of
Notes (as defined below) not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. Interest payable at maturity will be payable
to the Person to whom principal is payable. Payment of the principal of and
interest on this Note will be made at the office or agency of the Company
maintained for such purpose in The City of New York, in such
<PAGE> 2
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. Payment of interest may,
at the option of the Company, be made by check mailed to the registered address
of the Person entitled thereto.
This Note is one of a duly authorized series of Securities (as defined
below) of the Company designated as the 8.80% Subordinated Notes Due 2000
(herein called the "Notes") limited in aggregate principal amount to
$150,000,000, issued and to be issued under an Amended and Restated Indenture
dated as of September 1, 1993 (herein called the "Indenture"), between the
Company and Chemical Bank, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. The Indenture
provides for the issuance of subordinated debt securities (the "Securities") of
the Company in one or more series.
The Notes may not be redeemed before February 1, 1997. On February 1,
1997 and on any Interest Payment Date thereafter, the Notes may be redeemed, as
a whole or from time to time in part, at the option of the Company, on not less
than 30 nor more than 60 days' prior notice given as provided in the Indenture,
at a redemption price equal to 100% of the principal amount of the Notes to be
redeemed plus interest accrued and unpaid to the date of redemption (provided
that interest installments whose Stated Maturity is on or prior to the date of
redemption will be payable to the Holders of the Notes of record at the close
of business on the relevant Regular Record Date). In the event of redemption
of this Note in part only, a new Note or Notes for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof.
The indebtedness of the Company evidenced by the Notes, including the
principal thereof and interest thereon, is, to the extent and in the manner set
forth in the Indenture, subordinate and junior in right of payment to the
Company's obligations to holders of Senior Indebtedness of the Company (as
defined in the Indenture), and each Holder of Notes, by the acceptance thereof,
agrees to and shall be bound by such provisions of the Indenture.
If an Event of Default (defined in the Indenture as certain events
involving the bankruptcy, insolvency or reorganization of the Company) shall
occur and be continuing, the principal of all the Notes may be declared due and
payable in the manner and with the effect provided
<PAGE> 3
in the Indenture. There is no right of acceleration of the payment of
principal of the Notes upon a default in the payment of interest on the Notes
or in the performance of any covenant of the Company in the Indenture or in
the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of Securities under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of not less
than 66 2/3% in principal amount of the Outstanding Securities of each series
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Outstanding Securities of any
series, on behalf of the Holders of all the Securities of such series, to
waive, with respect to the Securities of such series, compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rates, and in the coin or currency, herein prescribed.
As provided in the Indenture, and subject to certain limitations
therein set forth, this Note is transferable on the Security Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes, of
any authorized denominations and of like tenor and of a like aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture, and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of any authorized
denominations and of like tenor, as requested by the Holder surrendering the
same.
<PAGE> 4
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or of the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Unless otherwise defined in this Note, all terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
This Note shall be construed in accordance with and governed by the
laws of the State of New York.
Unless the Certificate of Authentication hereon has been executed by or
on behalf of the Trustee or its authenticating agent under the Indenture by the
manual signature of one of its authorized officers, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, under its corporate seal.
THE CHASE MANHATTAN
CORPORATION
By:
---------------------------------
Seal Name:
Title:
By:
--------------------------------
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Chemical Bank, as Trustee OR Chemical Bank, as Trustee
By: The Chase Manhattan Bank, N.A.
as Authenticating Agent
By: By:
---------------------------- ----------------------------
Authorized Officer Authorized Signatory
<PAGE> 6
ABBREVIATIONS
The following abbreviations, when used in the inscription on this
instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT-- Custodian
-------------- ---------------
(Custodian) (Minor)
Under Uniform Gifts to Minors Act
---------------------------------
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship not as
tenants in common
Additional abbreviations may also be used though not in the above list.
<PAGE> 7
__________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
___________________________________
_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________________________________________________ attorney to
transfer said Note on the books of the Company, with full power of substitution
in the premises.
Dated:
----------------------- --------------------------------
Signature Guaranteed:
- -----------------------------
- -----------------------------
NOTICE: The signature to this assignment must correspond with the
name as written upon the within instrument in every particular, without
alteration or enlargement, or any change whatever.
<PAGE> 1
<TABLE>
Exhibit 12.1
<CAPTION>
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
The Chase Manhattan Corporation and Subsidiaries
_______________________________________________________________________________________________
Year Ended
December 31,
_______________________________________________________________________________________________
($ in millions) 1994 1993 1992 1991 1990
_______________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
EARNINGS:
Net Income (Loss) $ 1,205 $ 966 $ 639 $ 520 $ (334)
Less: Cumulative Effect of Change in
Accounting Principle* - 500 - - -
_______________________________________________________________________________________________
Net Income(Loss) Before Cumulative Effect
of Change in Accounting Principle $ 1,205 $ 466 $ 639 $ 520 $ (334)
Less: Equity in Undistributed Income
(Loss) of Unconsolidated
Subsidiaries and Associated
Companies 7 36 11 (32) (40)
Income Taxes (Benefits) 565 265 186 124 203
Fixed Charges, Excluding Interest
on Deposits 2,187 2,670 2,277 1,988 3,190
_______________________________________________________________________________________________
Total Earnings, Excluding
Interest on Deposits, as Adjusted 3,950 3,365 3,091 2,664 3,099
Interest on Deposits 2,326 2,014 2,935 4,374 5,273
_______________________________________________________________________________________________
Total Earnings, Including
Interest on Deposits, as Adjusted $ 6,276 $ 5,379 $ 6,026 $ 7,038 $ 8,372
===============================================================================================
FIXED CHARGES:
Interest Expense and Amortization
of Debt Discount and Issuance
Costs, Excluding Interest on
Deposits $ 2,119 $ 2,591 $ 2,205 $ 1,920 $ 3,115
One-Third of Net Rental Expense 68 79 72 68 75
_______________________________________________________________________________________________
Total Fixed Charges for Ratio, Excluding
Interest on Deposits 2,187 2,670 2,277 1,988 3,190
Interest on Deposits 2,326 2,014 2,935 4,374 5,273
_______________________________________________________________________________________________
Total Fixed Charges for Ratio, Including
Interest on Deposits $ 4,513 $ 4,684 $ 5,212 $ 6,362 $ 8,463
===============================================================================================
RATIO OF EARNINGS TO FIXED CHARGES:
Excluding Interest on Deposits 1.8X 1.3X 1.4X 1.3X **
Including Interest on Deposits 1.4X 1.1X 1.2X 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 year ended December 31, 1990, earnings did not cover fixed charges by
$91 million 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) 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.
</TABLE>
