<PAGE> 1
Files Pursuant to Rule 424(B)(5)
Registration No. 033-55295
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 23, 1994)
$150,000,000
THE CHASE MANHATTAN CORPORATION
8.80% SUBORDINATED NOTES DUE 2000
------------------------
Interest on the Notes is payable semi-annually on February 1 and August 1 of
each year, beginning August 1, 1995. The Notes will mature on February 1, 2000.
The Notes may not be redeemed prior to February 1, 1997 and will be redeemable
on such date and on any interest payment date thereafter at the option of the
Company, in whole or in part, at their principal amount plus accrued interest.
See "DESCRIPTION OF NOTES--Redemption of Notes" in this Prospectus Supplement.
The Notes will be unsecured and will be subordinate to Senior Indebtedness
of the Company as described under "DESCRIPTION OF NOTES--Subordination" in this
Prospectus Supplement. At December 31, 1994, the outstanding Senior Indebtedness
of the Company, exclusive of guarantees and other contingent obligations of the
Company, was approximately $3.0 billion. Payment of principal of the Notes may
be accelerated only in case of the bankruptcy, insolvency or reorganization of
the Company. There is no right of acceleration upon a default in the payment of
interest on the Notes or in the performance of any covenant of the Company. See
"THE SUBORDINATED SECURITIES--Events of Default and Waiver Thereof" in the
accompanying Prospectus.
The Notes will be issued in fully registered form only in denominations of
$1,000 or integral multiples thereof. The Notes will be initially represented by
one or more global Notes registered in the name of The Depository Trust Company,
as Depository, or its nominee. Beneficial interests in Notes will be shown on,
and transfers thereof will be effected only through, records maintained by the
Depository and its participants. Owners of beneficial interests in Notes will be
entitled to physical delivery of Notes in certificated form equal in principal
amount to their respective beneficial interests only under the limited
circumstances described herein. See "DESCRIPTION OF NOTES--Book-Entry Notes" in
this Prospectus Supplement. Settlement for the Notes will be made in immediately
available funds. The Notes will trade in the Depository's Same-Day Funds
Settlement System until maturity, and secondary market trading activity for the
Notes will therefore settle in immediately available funds. All payments of
principal and interest will be made by the Company in immediately available
funds. See "DESCRIPTION OF NOTES--Same-Day Settlement and Payment" in this
Prospectus Supplement. Application will be made to list the Notes on the New
York Stock Exchange. Listing will be subject to meeting the requirements of such
Exchange, including those related to distribution.
------------------------
THE NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK
OR NON-BANK SUBSIDIARY OF THE COMPANY AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE
FUND OR ANY OTHER GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
==========================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note.......................................... 100% 0.450% 99.550%
- ----------------------------------------------------------------------------------------------------------
Total............................................. $150,000,000 $675,000 $149,325,000
==========================================================================================================
<FN>
(1) Plus accrued interest, if any, from January 24, 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"UNDERWRITING" in this Prospectus Supplement.
(3) Before deducting expenses payable by the Company estimated to be $150,000.
</TABLE>
------------------------
The Notes are offered by the Underwriters, subject to prior sale, when, as
and if issued to and accepted by the Underwriters, subject to approval of
certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that
delivery of the Notes will be made in New York, New York on or about January 24,
1995.
This Prospectus Supplement and the accompanying Prospectus may be used by
Chase Securities, Inc., a wholly-owned subsidiary of the Company, in connection
with offers and sales related to market-making transactions in the Notes. Chase
Securities, Inc. may act as principal or agent in such transactions. Such sales
will be made at prices related to prevailing market prices at the time of sale.
------------------------
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH & CO.
BEAR, STEARNS & CO. INC.
------------------------
The date of this Prospectus Supplement is January 17, 1995.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------------
ANNUAL RESULTS
On January 17, 1995, the Corporation announced its results for the fourth
quarter and full year of 1994. The Corporation's announcement is fully set forth
as an exhibit to the Company's Current Report on Form 8-K dated January 17,
1995, which is incorporated herein by reference. Such Current Report will be
superseded by the Company's Annual Report on From 10-K for the year ended
December 31, 1994. As used herein, the term "Corporation" means the Company and
its consolidated subsidiaries.
FULL YEAR 1994 RESULTS
The Corporation reported a 25% increase in consolidated net income for the
full year of 1994 to $1,205 million, or $5.87 per common share, compared with
net income of $966 million, or $4.79 per common share, for the full year of
1993. The return on average common equity for 1994 was 15.8%, up from the 14.6%
reported for 1993. The return on average assets for 1994 was 1.01%, compared to
0.94% for 1993. At December 31, 1994, the Corporation's risk-based "tier 1"
capital and total capital ratios were 8.30% and 12.78%, respectively, compared
to 8.44% and 13.22%, respectively, at December 31, 1993.
FOURTH QUARTER 1994 EARNINGS
For the fourth quarter of 1994, the Corporation reported net income of $229
million, or $1.10 per common share, down 27% from the $313 million, or $1.53 per
common share, reported for the fourth quarter of 1993.
RATIOS OF EARNINGS TO FIXED CHARGES
The following are the consolidated ratios of earnings to fixed charges for
the Corporation for each of the years in the five-year period ended December 31,
1994:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Excluding Interest on Deposits................ 1.8x 1.3x 1.4x 1.3x *
Including Interest on Deposits................ 1.4 1.1 1.2 1.1 *
- ---------------
<FN>
* 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.
</TABLE>
For purposes of computing the consolidated ratios, earnings represent net
income (loss) plus applicable income taxes and fixed charges, less cumulative
effect of change in accounting principle (for the year ended December 31, 1993)
and equity in undistributed earnings (losses) of unconsolidated subsidiaries and
associated companies. Fixed charges represent interest expense (exclusive of
interest on deposits in one case and inclusive of such interest in the other),
amortization of debt discount and issuance costs and one-third (the amount
deemed to represent an interest factor) of net rental expense.
S-2
<PAGE> 3
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Subordinated Securities
(as defined in the accompanying Prospectus) set forth in the accompanying
Prospectus, to which description reference is hereby made.
GENERAL
The Notes offered hereby constitute a series of Subordinated Securities
under the Subordinated Indenture which series is limited to $150,000,000
aggregate principal amount. The Notes are not Subordinated Securities for which
Capital Securities are exchangeable and the Company will not designate funds
with regard to the Notes as Available Funds or Optional Available Funds. The
Notes are intended to qualify for U.S. bank regulatory purposes as a component
of "tier 2" capital under applicable capital adequacy guidelines for bank
holding companies. The Notes will mature on February 1, 2000.
The Notes will be issued in fully registered form only, in denominations of
$1,000 or any integral multiple thereof. The Notes will be represented initially
by one or more global Notes registered in the name of the Depository or its
nominee as described below.
The Notes will bear interest at the rate per annum shown on the cover of
this Prospectus Supplement from January 24, 1995, or from the most recent
interest payment date to which interest has been paid. Interest will be payable
semi-annually on February 1 and August 1 of each year, commencing August 1,
1995, to the persons in whose names the Notes are registered at the close of
business on the preceding January 15 or July 15, as the case may be. Interest
payable at maturity will be payable to the person to whom principal shall be
payable.
REDEMPTION OF NOTES
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
Subordinated 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.
If less than all of the Notes are to be redeemed, the Notes to be redeemed
shall be selected by The Chase Manhattan Bank, N.A. (the "Bank") by such method
as it shall deem fair and appropriate and which may provide for the selection
for redemption of portions of the principal amount of the Notes of denominations
larger than $1,000.
SUBORDINATION
The Notes will be unsecured and will be subordinate and junior in right of
payment to the Company's obligations to the holders of Senior Indebtedness of
the Company as described under "THE SUBORDINATED SECURITIES--Subordination" in
the accompanying Prospectus. At December 31, 1994, the outstanding Senior
Indebtedness of the Company (as defined in the Subordinated Indenture),
exclusive of guarantees and other contingent obligations of the Company, was
approximately $3.0 billion. There are no limitations in the Subordinated
Indenture on the issuance or incurrence of additional Senior Indebtedness of the
Company.
LIMITED RIGHT OF ACCELERATION
Payment of principal of the Notes may be accelerated only in case of the
bankruptcy, insolvency or reorganization of the Company. There is no right of
acceleration of the payment of principal of the Notes upon a default in the
payment of interest on the Notes or in the performance of any covenant of the
Company. See "THE SUBORDINATED SECURITIES--Events of Default and Waiver
Thereof " in the accompanying Prospectus.
S-3
<PAGE> 4
BOOK-ENTRY NOTES
The Notes will be issued in the form of one or more fully-registered global
Notes (each, a "Book-Entry Note") which will be deposited with, or on behalf of,
the Depository and registered in the name of the Depository's nominee. Except as
set forth below, Book-Entry Notes 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 nominee to a successor of the Depository or a nominee of such successor.
The Depository has advised the Company and the Underwriters that it is a
limited-purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the Uniform Commercial Code and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended. The Depository was created to hold securities for persons that
have accounts with the Depository ("participants") and to facilitate the
clearance and settlement of securities transactions among its participants in
such securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of
certificates. The Depository's participants include securities brokers and
dealers (including the Underwriters), banks, trust companies, clearing
corporations and certain other organizations, some of which (and/or their
representatives) own the Depository. Access to the Depository's book-entry
system is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. Persons who are not participants may
beneficially own interests in securities held by the Depository only through
participants.
Upon the issuance by the Company of a Book-Entry Note, the Depository will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Notes represented by such Book-Entry Note to the
accounts of participants. Ownership of beneficial interests in a Book-Entry Note
will be limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests in Book-Entry Notes will be
shown on, and the transfer of such interests will be effected only through,
records maintained by the Depository or its nominee (with respect to beneficial
interests of participants), or by participants or persons that may hold
interests through participants (with respect to beneficial interests of
beneficial ownership). The laws of some states may require that certain
purchasers of securities take physical delivery of such securities in
certificated form. Such limits and such laws may impair the ability to transfer
beneficial interests in Book-Entry Notes.
So long as the Depository, or its nominee, is the registered owner of the
Book-Entry Notes, the Depository or its nominee, as the case may be, will be
considered the sole owner or holder of the Notes represented by such Book-Entry
Notes for all purposes under the Subordinated Indenture. Except as provided
below, owners of beneficial interests in Book-Entry Notes will not be entitled
to have Notes represented by such Book-Entry Notes registered in their names,
will not receive or be entitled to receive physical delivery of such Notes in
certificated form and will not be considered the owners or holders thereof under
the Subordinated Indenture.
Principal and interest payments on the Notes represented by one or more
Book-Entry Notes will be made by the Company to the Depository or its nominee,
as the case may be, as the registered owner of the related Book-Entry Note or
Notes. The Company expects that the Depository or its nominee, upon receipt of
any payment of principal or interest in respect of Book-Entry Notes, will credit
immediately the account of the related participants with payment in amounts
proportionate to their respective holdings in principal amount of beneficial
interest in such Book-Entry Notes as shown on the records of the Depository.
Neither the Company nor the Subordinated Trustee or any Paying Agent will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of Book-Entry Notes,
or for maintaining, supervising or reviewing any records relating to such
beneficial interests. The Company also expects that payments by participants to
owners of beneficial interests in Book-Entry Notes held through such
participants will be governed by standing customer instructions and customary
practices, as is now the case with securities registered in "street name." Such
instructions will be the responsibility of such participants.
S-4
<PAGE> 5
If the Depository is at any time unwilling, unable or ineligible to
continue as depository and a successor depository is not appointed by the
Company within 90 days, the Company will issue Notes in certificated form in
exchange for beneficial interests in the Book-Entry Notes. In addition, the
Company may at any time determine not to have its Notes represented by one or
more Book-Entry Notes, and, in such event, will issue Notes in certificated form
in exchange for Book-Entry Notes. In any such instance, an owner of a beneficial
interest in a Book-Entry Note will be entitled to physical delivery in
certificated form of Notes equal in principal amount to such beneficial interest
and to have such Notes registered in its name. Notes so issued in certificated
form will be issued in denominations of $1,000 or any amount in excess thereof
that is an integral multiple of $1,000 and will be issued in registered form
only, without coupons.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Notes
will trade in the Depository's Same-Day Funds Settlement System until maturity,
and secondary market trading activity in the Notes will therefore be required by
the Depository to settle in immediately available funds. No assurance can be
given as to the effect, if any, of settlement in immediately available funds on
trading activity in the Notes.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Company and Donaldson, Lufkin &
Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Bear, Stearns & Co. Inc. (the "Underwriters"), the Company has
agreed to sell to the Underwriters and each of the Underwriters has severally
agreed to purchase, the aggregate principal amount of Notes set forth opposite
its name below. The Underwriting Agreement provides that, subject to the terms
and conditions set forth therein, the Underwriters will be obligated to purchase
all of the Notes if any are purchased.
<TABLE>
<CAPTION>
UNDERWRITER PRINCIPAL AMOUNT
- ------------------------------------------------------- ----------------
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation.... $ 75,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated..... 50,000,000
Bear, Stearns & Co. Inc................................ 25,000,000
------------
$150,000,000
============
</TABLE>
The Underwriters have advised the Company that they propose initially to
offer the Notes to the public at the public offering price set forth on the
cover page of this Prospectus Supplement and in part to certain dealers at such
price less a concession not in excess of 0.300% of the principal amount thereof.
The Underwriters may allow, and such dealers may reallow, a discount not in
excess of 0.150% of the principal amount of the Notes to certain other dealers.
After the initial public offering, the public offering price, concession and
discount may be changed.
Application will be made to list the Notes on the New York Stock Exchange.
The Company has been advised by the Underwriters that the Underwriters presently
intend to make a market in the Notes after the consummation of the offering,
although the Underwriters are under no obligation to do so and the Underwriters
may discontinue any such market making at any time at its sole discretion. No
assurance, however, can be given as to the liquidity of the trading market for
the Notes or that an active trading market for the Notes will develop. If an
active public market does not develop, the market prices and liquidity of the
Notes may be adversely affected.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, or
contribute to payments which the Underwriters may be required to make in respect
thereof.
S-5
<PAGE> 6
EXPERTS
The consolidated financial statements of the Corporation as of December 31,
1993 and 1992 and for each of the three years in the period ended December 31,
1993 incorporated in this Prospectus Supplement and Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended December 31, 1993,
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
LEGAL OPINIONS
The validity of the Notes is being passed upon for the Company by Robert B.
Adams, Senior Vice President and Deputy General Counsel of the Company and the
Bank, and for the Underwriters by Brown & Wood, New York, New York. At December
31, 1994, Mr. Adams was the beneficial owner of or had options to purchase less
than 0.1% of the outstanding shares of Common Stock of the Company.
S-6
<PAGE> 7
PROSPECTUS
$2,827,525,000
THE CHASE MANHATTAN CORPORATION
DEBT SECURITIES, DEBT WARRANTS, PREFERRED STOCK,
CURRENCY WARRANTS, INDEX WARRANTS AND INTEREST RATE WARRANTS
------------------------
The Chase Manhattan Corporation (the "Company") may offer from time to time
pursuant hereto its (i) unsecured debt securities which may be either Senior
(the "Senior Securities") or Subordinated (the "Subordinated Securities") in
priority of payment, consisting of debentures, notes or other evidences of
indebtedness (collectively, "Debt Securities"), (ii) warrants to purchase Debt
Securities (the "Debt Warrants"), (iii) shares of its preferred stock without
par value ("Preferred Stock"), (iv) warrants entitling the holders thereof to
receive from the Company, upon exercise, the cash value of the right to sell
("Currency Put Warrants") and to purchase ("Currency Call Warrants" and,
together with the Currency Put Warrants, the "Currency Warrants") a certain
amount of one currency or currency unit for a certain amount of a different
currency or currency unit, all as shall be designated by the Company at the time
of offering, (v) warrants entitling the holders thereof to receive from the
Company, upon exercise, an amount in cash determined by reference to decreases
("Index Put Warrants") or increases ("Index Call Warrants") in the level of a
specified index (an "Index") which may be based on one or more U.S. or foreign
stocks, bonds or other securities, one or more U.S. or foreign interest rates,
one or more currencies or currency units, or any combination of the foregoing,
or determined by reference to the differential between any two Indices ("Index
Spread Warrants" and, together with the Index Put Warrants and the Index Call
Warrants, the "Index Warrants"), all as shall be designated by the Company at
the time of offering, and (vi) warrants entitling the holders thereof to receive
from the Company, upon exercise, an amount in cash determined by reference to
decreases ("Interest Rate Put Warrants") or increases ("Interest Rate Call
Warrants" and, together with the Interest Rate Put Warrants, the "Interest Rate
Warrants") in the yield, closing price or rate of one or more specified debt
instruments issued either by the United States Government or by a foreign
government (the "Government Debt Instrument"), in the interest rate or interest
rate swap rate established from time to time by one or more specified financial
institutions (the "Financial Institution Rate") or in any specified combination
of Government Debt Instruments and/or Financial Institution Rates, all as shall
be designated by the Company at the time of offering. The Debt Securities, Debt
Warrants, Preferred Stock, Currency Warrants, Index Warrants and Interest Rate
Warrants are collectively referred to as the "Securities." The Debt Warrants,
Currency Warrants, Index Warrants and Interest Rate Warrants are collectively
referred to as the "Warrants."
The Company may issue Securities at an aggregate initial offering price
which will result in proceeds to the Company of not more than $2,827,525,000 or,
if applicable, the equivalent thereof in any other currency or currency units.
The Securities may be offered as separate series in amounts, at prices and on
terms to be set forth in the applicable Prospectus Supplement. The terms of each
series of Securities, including, where applicable, the specific designation,
priority, aggregate principal amount or number of shares, authorized
denominations or stated value per share, maturity, interest or dividend rate or
rates (or method of ascertaining same), interest or dividend payment dates, any
optional or mandatory redemption terms, any conversion, exchange or sinking fund
provisions, any initial public offering price, the proceeds to the Company,
listing on any securities exchange, and any other specific terms of or in
connection with the offering and sale of such series (the "Offered Securities")
also will be set forth in the applicable Prospectus Supplement. As used herein,
Securities shall include securities denominated in United States dollars or, at
the option of the Company, if so specified in the applicable Prospectus
Supplement, in any other currency, currency unit or composite of currencies or
in amounts determined by reference to an index.
The Senior Securities will rank equally with all other unsubordinated and
unsecured indebtedness of the Company. The Subordinated Securities will be
subordinated to all existing and future Senior Indebtedness of the Company (as
defined below). At September 30, 1994, the outstanding Senior Indebtedness of
the Company, exclusive of guarantees and other contingent obligations, was
approximately $2.8 billion. See "DESCRIPTION OF DEBT SECURITIES -- General."
When Warrants are offered, the Prospectus Supplement will set forth the
specific terms, such as, where applicable, the specific designation, aggregate
number of Warrants, the initial public offering price, exercise price,
detachability, the currency or currency unit for which the Warrants may be
purchased, the currency or currency unit in which the cash settlement value or
the exercise price is payable, the method of calculation of the cash settlement
value, the date on which such Warrants become exercisable and the expiration
date, provisions, if any, for the automatic exercise and/or cancellation prior
to the expiration date, a discussion of certain United States federal income
tax, accounting or other special considerations applicable thereto and any other
terms in connection with such offering and sale.
The Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. See "PLAN
OF DISTRIBUTION." If any agents of the Company or any underwriters are involved
in the sale of any Offered Securities in respect of which this Prospectus is
being delivered, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in the applicable Prospectus
Supplement. The net proceeds to the Company from such sale also will be set
forth in the applicable Prospectus Supplement.
------------------------
THE OFFERED SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF THE COMPANY AND ARE NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS OR THE PROSPECTUS SUPPLEMENT TO WHICH
IT RELATES. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
------------------------
THE DATE OF THIS PROSPECTUS IS NOVEMBER 23, 1994.
<PAGE> 8
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"SEC"). Proxy statements, reports and other information concerning the Company
can be inspected and copied at the SEC's office at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and the SEC's Regional Offices in New York (7 World Trade
Center, Suite 1300, New York, New York 10048) and Chicago (Northwestern Atrium
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661), and copies
of such material can be obtained from the Public Reference Section of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Proxy
statements, reports and other information concerning the Company also may be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005. This Prospectus does not contain all the information
set forth in the Registration Statement and Exhibits thereto which the Company
has filed with the SEC under the Securities Act of 1933 (the "Act") and to which
reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents of the
Company heretofore filed by it with the SEC:
(i) Annual Report on Form 10-K for the year ended December 31, 1993,
filed pursuant to Section 13 of the Exchange Act, including the portions of
THE CHASE MANHATTAN CORPORATION 1993 ANNUAL REPORT incorporated therein
(the "1993 Annual Report").
(ii) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994, June 30, 1994 and September 30, 1994, filed pursuant to Section 13 of
the Exchange Act.
(iii) Current Reports on Form 8-K dated January 18, 1994, January 20,
1994, April 18, 1994, April 29, 1994, May 18, 1994, July 18, 1994, August
3, 1994, August 3, 1994, August 11, 1994, October 18, 1994 and November 18,
1994 filed pursuant to Section 13 of the Exchange Act.
(iv) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 filed pursuant to Section 12 of
the Exchange Act on April 11, 1969, as amended by amendments thereto on
Form 8 filed on June 20, 1969, April 8, 1988, May 17, 1990 and April 19,
1993 and the description of the Company's Junior Participating Preferred
Stock Purchase Rights contained in the Company's Registration Statement on
Form 8-A filed on February 17, 1989, including all amendments and reports
filed for the purpose of updating such descriptions prior to the
termination of the offering of the Securities of the Company offered
hereby.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities of the Company offered hereby
shall be deemed to be incorporated by reference into this Prospectus. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE,
UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN, EXCEPT FOR THE EXHIBITS TO SUCH DOCUMENTS (OTHER THAN EXHIBITS
EXPRESSLY INCORPORATED BY REFERENCE THEREIN). WRITTEN REQUESTS SHOULD BE
DIRECTED TO:
THE CHASE MANHATTAN CORPORATION
1 CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10081
ATTENTION: OFFICE OF THE SECRETARY
TELEPHONE REQUESTS MAY BE DIRECTED TO (212) 552-6511.
------------------------
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement thereto are stated in United States dollars ("$",
"dollars" or "U.S.$").
2
<PAGE> 9
THE CHASE MANHATTAN CORPORATION
The Company is a bank holding company that was incorporated in 1969 and
whose principal subsidiary is The Chase Manhattan Bank (National Association)
(the "Bank"). As used herein, the term "Corporation" means the Company and its
consolidated subsidiaries and the term "Bank" means the Bank and its
subsidiaries.
In addition to the Bank, the Corporation holds investments in other
subsidiaries that provide a variety of financial services, including commercial
and consumer financing, investment banking, securities trading and investment
advisory services. The Corporation's primary strategy is that of a global bank
with a diversified domestic base serving three interrelated franchises: global
financial services, domestic consumer products and regional banking in the
northeastern United States. Over the last few years, the Corporation has focused
its business and marketing efforts on two types of customers -- retail
(individuals and small and medium-sized businesses) and wholesale (primarily
large corporations and institutions). The Corporation's business groups serving
retail customers are National Consumer Product Companies, Regional Banking and
Global Private Banking; those serving wholesale customers are Global Corporate
Finance, Global Markets and Transaction and Information Services. In addition to
these core business groups, the Real Estate Finance Sector manages the
Corporation's loan portfolio related to the domestic commercial real estate
business and the LDC Portfolio Management group oversees the Corporation's
portfolio of cross-border extensions of credit to refinancing countries.
The Company's ability to pay dividends on its preferred and common stock is
derived from several sources, including, among other sources, dividends from its
banking and nonbanking subsidiaries. The ability of the Company's banking
subsidiaries to pay dividends is subject to certain restrictions.
National banks are subject to various legal limitations which prohibit the
payment of dividends in certain circumstances and restrict the amount that may
be paid without the prior approval of the Office of the Comptroller of the
Currency ("OCC"). Under these limitations as recently amended, a national bank
may not pay a dividend in an amount greater than its undivided profits. The
approval of the OCC is required if the total of all dividends declared by a
national bank in any calendar year exceeds such bank's net income for that year,
combined with its retained net income for the preceding two calendar years, less
any required transfers to surplus.
At September 30, 1994, under the more restrictive of these limitations, the
Bank could declare dividends during the remainder of 1994 of approximately $1.3
billion, combined with an additional amount equal to its net income from
September 30, 1994 up to the date of any dividend declaration. Under applicable
state and federal laws, The Chase Manhattan Bank (USA) ("Chase USA") and Chase
Bank of Maryland ("Chase Maryland") could declare dividends during the remainder
of 1994 of approximately $1 billion and $6 million, respectively, combined with
an additional amount equal to their respective retained net profits from
September 30, 1994 up to the date of any dividend declaration. The payment of
dividends by bank holding companies and their banking subsidiaries may also be
limited by other factors, including applicable regulatory capital guidelines and
leverage limitations.
The Company is a legal entity separate and distinct from the Bank and the
Company's other subsidiaries. There are various legal limitations on the extent
to which banks, such as the Bank, Chase USA and Chase Maryland, that are insured
by the Federal Deposit Insurance Corporation (the "FDIC"), may finance or
otherwise supply funds to certain of their affiliates. In particular, each bank
that is a subsidiary of the Company is subject to certain restrictions on any
extensions of credit to, or other covered transactions, such as certain
purchases of assets, with the Company or such affiliates. Such restrictions
prevent banking subsidiaries of the Company from lending to the Company and
their affiliates unless such extensions of credit are secured by collateral in
specified amounts and are made on terms and conditions that are substantially
the same as those prevailing for comparable transactions with non-affiliated
companies. Further, such covered transactions by any such bank are limited in
amount as to the Company or any such affiliate to 10 percent of such bank's
capital and surplus and as to the Company and all such affiliates in the
aggregate to 20 percent of such bank's capital and surplus.
3
<PAGE> 10
The Company's Executive Office is located at 1 Chase Manhattan Plaza, New
York, New York 10081 and its telephone number at said office is (212) 552-2222.
REGULATORY DEVELOPMENTS
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") was enacted, among other things, to increase funding for the FDIC's
Bank Insurance Fund, and establish standards for, and restrictions on,
activities of depository institutions based upon capital status and supervisory
evaluation by federal banking regulators. Federal banking agencies were required
to adopt various rules and regulations implementing FDICIA, most of which have
already been promulgated; others of which are still in the rulemaking process.
Through September 30, 1994, regulations have been promulgated under FDICIA
covering a variety of matters including assessment of risk-based deposit
insurance and prompt corrective action measures available to federal regulators
based on the capital category of an institution. Based upon its assessment of
the impact of all of the regulations issued under FDICIA, the Company does not
expect any of them to have a material effect on its operations.
Further rules have been proposed under FDICIA, governing such matters as
accounting and capital requirements. Until the various regulations are adopted
in final form, however, it is difficult to assess how they will impact the
Company's financial condition or operations.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the net
proceeds from the sale of the Securities will be applied to general corporate
purposes, including, without limitation, advances to or investments in banking
and non-banking subsidiaries of the Company and the repayment of commercial
paper or other indebtedness of the Company.
The Company expects that it will, from time to time, engage in additional
private or public financings in character and amount to be determined as market
conditions warrant and as the need arises.
RATIOS OF EARNINGS TO FIXED CHARGES
The following are the consolidated ratios of earnings to fixed charges for
the Corporation for the nine-month period ending September 30, 1994 and for each
of the years in the five-year period ended December 31, 1993:
<TABLE>
<CAPTION>
YEAR ENDED
NINE MONTHS DECEMBER 31,
ENDED --------------------------------
SEPTEMBER 30, 1994 1993 1992 1991 1990 1989
------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.................. 1.9x 1.3x 1.4x 1.3x * *
Including Interest on Deposits.................. 1.4 1.1 1.2 1.1 * *
- --------------
<FN>
* For the years ended December 31, 1990 and 1989, earnings did not cover fixed
charges by $91 million and $449 million, respectively, primarily as a result
of large additions to the reserve for possible credit losses and special
charges.
</TABLE>
For purposes of computing the consolidated ratios, earnings represent net
income (loss) plus applicable income taxes and fixed charges, less cumulative
effect of change in accounting principle (for the year ended December 31, 1993)
and equity in undistributed earnings (losses) of unconsolidated subsidiaries and
associated companies. Fixed charges represent interest expense (exclusive of
interest on deposits in one case and inclusive of such interest in the other),
amortization of debt discount and issuance costs and one-third (the amount
deemed to represent an interest factor) of net rental expense under all lease
commitments.
4
<PAGE> 11
RATIOS OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS
The following are the consolidated ratios of earnings to fixed charges and
preferred stock dividend requirements for the Corporation for the nine-month
period ended September 30, 1994 and for each of the years in the five-year
period ended December 31, 1993:
<TABLE>
<CAPTION>
YEAR ENDED
NINE MONTHS DECEMBER 31,
ENDED --------------------------------
SEPTEMBER 30, 1994 1993 1992 1991 1990 1989
------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.................. 1.7x 1.2x 1.2x 1.2x * *
Including Interest on Deposits.................. 1.4 1.1 1.1 1.1 * *
- ---------------
<FN>
* For the years ended December 31, 1990 and 1989, earnings did not cover fixed
charges and preferred stock dividend requirements by $231 million and $580
million, respectively, primarily as a result of large additions to the reserve
for possible credit losses and special charges.
</TABLE>
For purposes of computing the consolidated ratios, earnings represent net
income (loss) applicable to common stock plus applicable income taxes, fixed
charges and preferred stock dividend requirements, less cumulative effect of
change in accounting principle (for the year ended December 31, 1993) and equity
in undistributed earnings (losses) of unconsolidated subsidiaries and associated
companies. Fixed charges and preferred stock dividend requirements represent
interest expense (exclusive of interest on deposits in one case and inclusive of
such interest in the other), amortization of debt discount and issuance costs,
one-third (the amount deemed to represent an interest factor) of net rental
expense under all lease commitments and dividend requirements on the outstanding
preferred stock.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The Debt Securities may be issued from time to
time in one or more series. The particular terms of each series of Debt
Securities offered by any Prospectus Supplement and the extent, if any, to which
such general provisions may apply to the Debt Securities so offered will be
described in the applicable Prospectus Supplement.
The Senior Securities will be issued under an Indenture, dated as of July
1, 1986, as supplemented by a First Supplemental Indenture, dated as of November
1, 1990, and a Second Supplemental Indenture, dated as of May 1, 1991, between
the Company and Bankers Trust Company, as Trustee (the "Senior Trustee") (said
Indenture as so supplemented, the "Senior Indenture"). The Subordinated
Securities will be issued under the Amended and Restated Indenture, dated as of
September 1, 1993, between the Company and Chemical Bank, as Trustee (the
"Subordinated Trustee") (said Indenture is referred to as the "Subordinated
Indenture"). The Senior Indenture and the Subordinated Indenture are hereinafter
collectively referred to as the "Indentures."
The statements under this caption relating to the Debt Securities include
brief summaries of certain provisions of the Indentures, do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, the applicable Indenture, each of which is filed as an exhibit to the
Registration Statement. Such summaries encompass all the material provisions of
the Debt Securities and their related Indentures, including the definitions
therein of certain terms. All article and section references appearing herein
are to articles and sections of the applicable Indenture, and all capitalized
terms not defined herein have the meanings specified in such Indenture. Whenever
terms which are defined in an Indenture are referred to, it is intended that
such defined terms shall be incorporated herein by reference.
Because the Company is a holding company, its rights and the rights of its
creditors, including the Holders of the Debt Securities, to participate in the
assets of any subsidiary upon the latter's liquidation or recapitalization would
be subject to the prior claims of such subsidiary's creditors except to the
extent that the Company may itself be a creditor with recognized claims against
such subsidiary. There is no restriction in the
5
<PAGE> 12
Debt Securities or either Indenture against the incurring of indebtedness by the
Company, the Bank or any other subsidiary of the Company.
The Debt Securities may be issued either in registered form ("Registered
Securities") or bearer form ("Bearer Securities") with coupons attached or both.
The Bearer Securities will be offered only to non-United States persons and to
offices of certain United States financial institutions located outside the
United States.
GENERAL
Neither Indenture limits the amount of Debt Securities which may be issued
thereunder and Debt Securities may be issued thereunder up to the aggregate
principal amount which may be authorized from time to time by the Company. The
Senior Securities will be unsecured and will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company. The Subordinated
Securities will be unsecured and will be subordinate and junior in right of
payment to the Company's obligations to the Holders of Senior Indebtedness of
the Company. See "THE SUBORDINATED SECURITIES -- Subordination." Unless
otherwise set forth in the applicable Prospectus Supplement, neither the
Indentures nor the Debt Securities contain provisions which would afford holders
of Debt Securities protection in the event of a takeover, recapitalization or
similar restructuring involving the Company, which could adversely affect the
Debt Securities.
Reference is made to the applicable Prospectus Supplement that will contain
the specific terms of the series of Debt Securities that are Offered Securities,
including where applicable: (1) the title and priority of the Offered
Securities; (2) any limit on the aggregate principal amount of the Offered
Securities; (3) the price or prices (expressed as a percentage of the aggregate
principal amount thereof) at which the Offered Securities will be issued; (4)
the date or dates on which the Offered Securities will mature; (5) the rate or
rates (which may be fixed or variable) per annum at which the Offered Securities
will bear interest, if any, or the method of determining the same, and the date
or dates from which such interest, if any, will accrue; (6) the Interest Payment
Dates, if any, for the interest payable on the Offered Securities and the
Regular Record Dates for the interest payable on Registered Securities and
whether any such payments may be postponed or deferred; (7) whether interest in
respect of any portion of a temporary global Debt Security representing the
Offered Securities which is payable in respect of an Interest Payment Date prior
to the issuance of definitive Debt Securities will be credited to the Persons
entitled thereto on such Interest Payment Date; (8) any mandatory or optional
sinking fund, amortization or analogous provisions; (9) the place or places
where the principal of (and premium, if any) and interest, if any, on the
Offered Securities will be payable if other than solely at the Principal Trust
Office (as defined under "Payment and Paying Agents" below); (10) the date, if
any, after which and the price or prices at which the Offered Securities may,
pursuant to any optional or mandatory redemption provisions, be redeemed, in
whole or in part, and the other detailed terms and provisions of any such
optional or mandatory redemption provisions; (11) whether the Offered Securities
are to be issuable as Registered Securities or Bearer Securities or both, any
restrictions applicable to the offer, sale or delivery of Bearer Securities,
whether the Offered Securities may be issued in global form, and, if so, the
circumstances under which such Offered Securities may be exchanged for Offered
Securities of like tenor issued in a different form, and the name of the
depository with respect to any global Offered Security; (12) any special
provisions for the payment of additional amounts with respect to the Offered
Securities; (13) the denominations in which any Offered Securities which are
Registered Securities will be issuable if other than denominations of $1,000 and
any integral multiple thereof, and the denominations in which any Offered
Securities which are Bearer Securities will be issuable if other than the
denomination of $5,000; (14) the currency, currency unit or currencies of
payment of principal of (and premium, if any) and interest, if any, on the
Offered Securities if other than dollars; (15) any index, currency exchange
rate, commodity or derivative instrument price, or other publicly available data
used to determine the amount of payments of principal of (and premium, if any)
and interest, if any, on the Offered Securities; (16) any special United States
tax considerations applicable to any Offered Securities; (17) any special
provisions relating to defeasance of the Senior Securities; (18) any conversion
or exchange provisions; and (19) any other terms of the Offered Securities not
inconsistent with the provisions of the applicable Indenture.
6
<PAGE> 13
Debt Securities may be issued as Original Issue Discount Securities (as
defined in the applicable Indenture) to be sold at a substantial discount below
their principal amount. Special United States federal income tax considerations
applicable to Debt Securities issued at an original issue discount, including
Original Issue Discount Securities and other special considerations applicable
to such series of Debt Securities will be set forth in the applicable Prospectus
Supplement.
REGISTRATION AND TRANSFER
Unless otherwise provided with respect to any series of Debt Securities,
the Debt Securities of each series will be issuable as Registered Securities. If
so provided with respect to a series of Debt Securities, however, Debt
Securities may be issued solely as Bearer Securities, or in a combination of
both Registered Securities and Bearer Securities. Unless otherwise specified
with respect to such series of Debt Securities, Debt Securities issued in bearer
form shall have interest coupons attached. (Indentures Section 201) Bearer
Securities may not be offered, sold, resold or delivered in connection with
their original issuance in the United States or to United States persons (each
as defined below) other than offices located outside the United States of
certain United States financial institutions. Purchasers of Bearer Securities
will be subject to certification procedures, and may be affected by certain
limitations under United States tax laws. (Indentures Section 311) See
"-- Limitations on Issuance of Bearer Securities."
If Debt Securities of any series are issuable as both Registered Securities
and Bearer Securities, at the option of the Holder and subject to the terms of
the respective Indenture, (i) Bearer Securities (with all unmatured coupons,
except as provided below, and all matured coupons in default) of such series
will be exchangeable into an equal aggregate principal amount of Registered
Securities of the same series of any authorized denominations and like tenor and
(ii) Registered Securities of such series will be exchangeable into an equal
aggregate principal amount of Registered Securities of the same series of
different authorized denominations and like tenor. Bearer Securities surrendered
in exchange for Registered Securities between a Regular Record Date and the
relevant Interest Payment Date shall be surrendered without the coupon relating
to such Interest Payment Date. (Indentures Section 305) Bearer Securities will
not be issued in exchange for Registered Securities.
Debt Securities may be presented for exchange as provided above, and
Registered Securities may be presented for transfer (with the form of transfer
endorsed thereon duly executed), at the office of the Security Registrar and at
the office of any transfer agent appointed by the Company for such purpose with
respect to Debt Securities of a series and referred to in the applicable
Prospectus Supplement without service charge and upon payment of any taxes and
other governmental charges as described in the Indentures. Such transfer or
exchange will be effected upon the Security Registrar or such transfer agent, as
the case may be, being satisfied with the documents of title and identity of the
person making the request. (Indentures Section 305) Unless otherwise specified
in the applicable Prospectus Supplement with respect to any Offered Securities,
the Bank, acting through its office in The City of New York where at any
particular time its corporate agency business is conducted, is designated as
Security Registrar. (Indentures Section 1002)
The Company shall not be required to (i) issue, register the transfer of or
exchange Debt Securities of any series for a period of 15 days immediately
preceding the date notice of redemption is given; (ii) register the transfer of
or exchange any Registered Security called for redemption in whole or in part,
except the unredeemed portion of any Registered Security being redeemed in part;
or (iii) exchange any Bearer Security called for redemption, except to exchange
such Bearer Security for a Registered Security of that series which is
immediately surrendered for redemption. (Indentures Section 305) The
Subordinated Indenture also provides that the Company shall not be required to
(i) issue, register the transfer of or exchange Subordinated Securities of any
series during a period beginning at the opening of business 15 days before the
day of mailing of a notice of exchange of Capital Securities (as defined below)
for Subordinated Securities of that series selected for exchange of Capital
Securities therefor and ending at the close of business on the day of such
mailing; or (ii) register the transfer of or exchange any security of a series
selected for exchange for Capital Securities. (Subordinated Indenture Section
305)
7
<PAGE> 14
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax and securities laws and
regulations, Bearer Securities may not be offered, sold, resold or delivered, as
part of their issuance at any time or otherwise until 40 days after their
closing date, in the United States or to United States persons other than to
offices of United States financial institutions located outside the United
States which agree in writing to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations thereunder, and any underwriters, agents and
dealers participating in the offering of Debt Securities will agree that they
will not offer any Bearer Securities for sale or resale during the restricted
period in the United States or to United States persons (other than the
financial institutions described above) nor deliver Bearer Securities within the
United States. Bearer Securities will bear a legend substantially to the
following effect: "Any United States person who holds this obligation will be
subject to limitations under the United States income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue
Code."
As used herein, "United States person" means any citizen or resident of the
United States, any corporation or partnership or other entity created or
organized in or under the laws of the United States or any state thereof or any
estate or trust the income of which is subject to United States federal income
taxation regardless of its source, and "United States" means the United States
of America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction. (Indentures Section
311)
TEMPORARY GLOBAL DEBT SECURITIES
Pending the availability of definitive Debt Securities, Debt Securities
which are issuable as Bearer Securities initially may be represented by one or
more temporary global Debt Securities, without interest coupons, to be deposited
with a common depositary in London for the Euroclear System ("Euroclear") and
Cedel S.A. for credit to the designated accounts against certifications to the
effect described below. Unless otherwise indicated in the applicable Prospectus
Supplement, any such temporary global Debt Security will be exchangeable only
for definitive Bearer Securities. Such exchange may occur following the
availability of definitive forms of Bearer Securities, subject to any further
limitations described in the applicable Prospectus Supplement, and only upon
certification that such Bearer Securities are not being acquired by or on behalf
of a United States person (other than by or through certain foreign branches of
United States financial institutions) or by a person who has purchased the
Bearer Securities for resale within the United States or to United States
persons. No such Bearer Security delivered in exchange for a portion of a
temporary global Debt Security shall be mailed or otherwise delivered to any
location in the United States in connection with such exchange. (Indentures
Sections 304, 311)
If so specified in the applicable Prospectus Supplement, interest in
respect of any portion of a temporary global Debt Security payable in respect of
an Interest Payment Date prior to the issuance of definitive Bearer Securities
will be paid to each of Euroclear and Cedel S.A. with respect to the portion of
such temporary global Debt Security held for its account. Each of Euroclear and
Cedel S.A. will undertake in such circumstances to credit such interest received
by it in respect of a temporary global Debt Security to the respective accounts
for which it holds such temporary global Debt Security only upon receipt in each
case of certification that, as of the relevant Interest Payment Date, the
portion of such temporary global Debt Security on which such interest is to be
so credited is either not beneficially owned by a United States person (other
than by or through certain foreign branches of United States financial
institutions) or by a person who has purchased the Bearer Securities for resale
to United States persons. (Indentures Sections 304, 311)
PERMANENT GLOBAL DEBT SECURITIES
If any Debt Securities of a series are issuable in permanent global form,
the applicable Prospectus Supplement will describe the circumstances, if any,
under which beneficial owners of interests in any such permanent global Debt
Security may exchange such interests for Debt Securities of such series and of
like tenor and principal amount in any authorized form and denomination. No
Bearer Debt Security delivered in
8
<PAGE> 15
exchange for any portion of a permanent global Debt Security shall be mailed or
otherwise delivered to any location in the United States or its possessions in
connection with such exchange. Principal of (and premium, if any) and interest,
if any, on any permanent global Debt Security will be payable in the manner
described in the applicable Prospectus Supplement. (Indentures Sections 305,
1002)
PAYMENT AND PAYING AGENTS
Payment of principal of (and premium, if any) and interest, if any, on
Bearer Securities will be payable in the currency, currency unit or currencies
designated in the applicable Prospectus Supplement, subject to any applicable
laws and regulations, at the offices of such Paying Agents outside the United
States as the Company may designate. Unless otherwise indicated in the
applicable Prospectus Supplement, payment of interest on Bearer Securities on
any Interest Payment Date will be made only against surrender of the coupon
relating to such Interest Payment Date. Unless otherwise indicated in the
applicable Prospectus Supplement, such payment of principal of (and premium, if
any) and interest, if any, on such Bearer Security will be made by a check in
the designated currency or currency unit or, if requested in writing by the
Holder, by transfer to an account in the designated currency or currency unit
maintained by the payee with a bank located outside the United States. No
payment with respect to any Bearer Security will be made at any office or agency
maintained by the Company in the United States nor will any such payment be made
by transfer to an account, or by mail to an address, in the United States.
Notwithstanding the foregoing, payments of principal of (and premium, if any)
and interest, if any, on Bearer Securities will be made in dollars at the
principal office of the Bank in The City of New York where at any particular
time its corporate trust business shall be administered (the "Principal Trust
Office") if payment of the full amount thereof in dollars at all offices or
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions. (Indentures Sections 301, 1001,
1002)
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal (and premium, if any) on Registered Securities will be made in the
currency, currency unit or currencies designated in the applicable Prospectus
Supplement against surrender of such Registered Securities at the Principal
Trust Office or by check in the designated currency or currency unit mailed to
the person in whose name such Debt Security is registered. Unless otherwise
indicated in the applicable Prospectus Supplement, payment of any instalment of
interest on Registered Securities will be made to the person in whose name such
Debt Security is registered at the close of business on the Regular Record Date
for such interest. Unless otherwise indicated in the applicable Prospectus
Supplement, payments of such interest will be made at the Principal Trust Office
or, at the option of the Company, by a check in the designated currency or
currency unit mailed to the Holder at such Holder's registered address.
(Indentures Sections 307, 1002)
The Bank acting through the Principal Trust Office has been designated as
the Company's Paying Agent in The City of New York. The Company may at any time
designate additional Paying Agents or rescind the designation of any Paying
Agent or approve a change in the office through which any Paying Agent acts,
except that the Company will maintain at least one Paying Agent in The City of
New York for payments with respect to Registered Securities of each series and,
if Debt Securities of a series are issuable as Bearer Securities, at least one
Paying Agent in a city outside the United States where Debt Securities of such
series may be presented and surrendered for payment, provided that, if the Debt
Securities of such series are listed on The Stock Exchange of the United Kingdom
and the Republic of Ireland Limited or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent in London or
Luxembourg or any other required city located outside the United States, as the
case may be, for the Debt Securities of such series, so long as the Debt
Securities of such series are listed on such exchange. (Indentures Section 1002)
Any money paid by the Company to a Paying Agent for the payment of
principal of (and premium, if any) or interest on any Debt Security which remain
unclaimed at the end of two years after such principal (and premium, if any) or
interest has become due and payable will be repaid to the Company and the Holder
of such Debt Security or any coupon may thereafter look only to the Company for
payment thereof. (Indentures Section 1003)
9
<PAGE> 16
RESTRICTIONS ON DISPOSITION OF BANK STOCK
The Senior Indenture provides that, so long as any Senior Securities issued
thereunder are Outstanding, the Company will not create a security interest in
more than 20% of the shares of Capital Stock of the Bank, or permit more than
20% of such shares (exclusive of directors' qualifying shares) to be held
directly or indirectly other than (i) by the Company or (ii) by any corporation
which is wholly-owned (except for directors' qualifying shares) by the Company.
(Section 1006) The term "Capital Stock of the Bank" is defined in the Senior
Indenture as the capital stock, par value $15.00 per share, of the Bank as such
capital stock exists on the date of execution of such Indenture and such other
shares of stock of the Bank as shall have ordinary power to vote for election of
directors of the Bank and shall not have any preference as to distribution of
assets upon any dissolution or winding-up of the Bank. (Section 101) The Senior
Indenture does not contain any restriction on sales by the Bank of its assets.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Each Indenture provides that the Company may, without the consent of the
Holders of any of the Outstanding Debt Securities under such Indenture,
consolidate with, merge into or transfer its assets substantially as an entirety
to any corporation organized and existing under the laws of the United States,
any State or the District of Columbia, provided that the successor corporation
assumes the Company's obligations on the Debt Securities and under the
Indenture, and provided that after giving effect to the transaction no Event of
Default shall have happened and be continuing and that certain other conditions
are met. (Indentures Section 801)
CONVERSION RIGHTS
The terms, if any, on which Debt Securities may be convertible into or
exchangeable for other securities, including, without limitation, other
securities of the Company and securities of other entities, will be set forth in
the applicable Prospectus Supplement.
EXCHANGE OR REDEMPTION
Debt Securities may be subject to redemption and exchange in certain
events, in the manner, at the places and subject to the restrictions set forth
in or established pursuant to the applicable Indenture and set forth in the Debt
Securities and the applicable Prospectus Supplement.
MEETINGS
The Senior Indenture contains provisions for convening meetings of the
Holders of Senior Securities of a series if Senior Securities of that series are
issuable as Bearer Securities. (Senior Indenture Section 1301) The Subordinated
Indenture also contains provisions for convening meetings of the Holders of
Subordinated Securities. (Subordinated Indenture Section 1601) A meeting may be
called at any time by the respective Trustee, and also, upon request, by the
Company or the Holders of at least 10% in principal amount of the Outstanding
Securities of such series, in any such case upon notice given in accordance with
"-- Notices" below. (Senior Indenture Section 1302, Subordinated Indenture
Section 1602) Except as limited by the provisos in "THE SENIOR
SECURITIES -- Modifications and Waiver" and "THE SUBORDINATED
SECURITIES -- Modifications and Waiver", any resolution presented at a meeting
or adjourned meeting duly reconvened at which a quorum is present may be adopted
by the affirmative vote of the Holders of a majority in principal amount of the
Outstanding Securities of that series; provided, however, that, except as
limited by such provisos, any resolution with respect to any consent or waiver
which may be given by the Holders of not less than 66 2/3% in principal amount
of the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened at which a quorum is present only by the
affirmative vote of the Holders of 66 2/3% in principal amount of the
Outstanding Securities of that series; and provided, further, that, except as
limited by the provisos referred to immediately above, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the
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Outstanding Securities of a series may be adopted at a meeting or adjourned
meeting duly reconvened at which a quorum is present by the affirmative vote of
the Holders of such specified percentage in principal amount of the Outstanding
Securities of that series. Any resolution passed or decision taken at any
meeting of Holders of Outstanding Securities of any series duly held in
accordance with the applicable Indenture will be binding on all Holders of Debt
Securities of that series and any related coupons. The quorum at any meeting
called to adopt a resolution, and at any reconvened meeting, will be persons
holding or representing a majority in principal amount of the Outstanding
Securities of a series; provided, however, that if any action is to be taken at
such meeting with respect to a consent or waiver which may be given by the
Holders of not less than 66 2/3% in principal amount of the Outstanding
Securities of a series, the persons holding or representing 66 2/3% in principal
amount of the Outstanding Securities of such series will constitute a quorum.
(Senior Indenture Section 1304, Subordinated Indenture Section 1604)
NOTICES
Except as otherwise provided in the relevant Indenture, notices to Holders
of Bearer Securities will be given by publication at least twice in a daily
newspaper in The City of New York and, if Debt Securities of such series are
then listed on The Stock Exchange of the United Kingdom and the Republic of
Ireland Limited or the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, in a
daily newspaper in London or Luxembourg or any other required city located
outside the United States, as the case may be, or, if not practicable, elsewhere
in Europe. Notices to Holders of Registered Securities will be given by mail to
the addresses of such Holders as they appear in the Security Register.
(Indentures Sections 101, 106)
TITLE
Title to any Bearer Security, any coupons appertaining thereto and any
temporary global Debt Security will pass by delivery. The Company, the Senior
Trustee or the Subordinated Trustee, as the case may be, and any agent of the
Company or of such Trustee may treat the bearer of any Bearer Security and the
bearer of any coupon and the registered owner of any Registered Security as the
absolute owner thereof (whether or not any such Debt Security or coupon shall be
overdue and notwithstanding any notice to the contrary) for the purpose of
making payment and for all other purposes. (Indentures Section 308)
REPLACEMENT OF SECURITIES AND COUPONS
Any Debt Security (including any coupons appertaining to Bearer Securities)
that becomes mutilated, destroyed, lost or stolen will be replaced by the
Company at the expense of the Holder upon delivery to the Trustee of the Debt
Security and any coupons appertaining thereto or evidence of the destruction,
loss or theft thereof satisfactory to the Company and such Trustee. An indemnity
satisfactory to such Trustee and the Company may be required before a
replacement Debt Security or coupon will be issued. (Indentures Section 306)
GOVERNING LAW
Each Indenture, the Debt Securities and the coupons will be governed by and
construed in accordance with the laws of the State of New York. (Senior
Indenture Section 113, Subordinated Indenture Section 112)
THE SENIOR SECURITIES
EVENTS OF DEFAULT AND WAIVER THEREOF
The Senior Indenture provides that the happening of one or more of the
following events shall constitute an Event of Default with respect to the Senior
Securities of any series: (i) default in the payment of interest on any Senior
Security of such series for a period of 30 days; (ii) default in the payment of
the principal of (or premium, if any, on) any Senior Security of such series;
(iii) default in performance, or breach, of any covenant or warranty of the
Company contained in the Senior Indenture for the benefit of Senior Securities
of
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such series for a period of 60 days after notice has been given to the Company;
(iv) certain events of insolvency of the Company; and (v) any other Event of
Default specifically provided for by the terms of the Senior Securities of such
series. (Section 501) Any additional Events of Default with respect to any
series of Senior Securities will be specified in the applicable Prospectus
Supplement relating to such series. In case an Event of Default shall have
occurred and be continuing with respect to the Senior Securities of any series,
the Senior Trustee or the Holders of not less than 25% in principal amount of
the Senior Securities of such series then outstanding may declare the principal
of the Senior Securities of such series (or, if the Senior Securities of such
series were issued as discounted Senior Securities, such portion of the
principal as may be specified in the terms of that series) to be due and payable
immediately, but such declaration may be annulled, and certain past defaults
waived, by the Holders of not less than a majority in principal amount of the
Senior Securities of such series, upon the conditions provided in the Senior
Indenture. (Sections 502, 513)
The Senior Indenture provides that, subject to the duty of the Senior
Trustee during a default to act with the required standard of care, the Senior
Trustee will be under no obligation to exercise any of its rights or powers
under the Senior Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Senior Trustee reasonable
indemnity. (Sections 601, 603) Subject to such provisions for the
indemnification of the Senior Trustee and certain other conditions, the Holders
of a majority in principal amount of the Outstanding Senior Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Senior Trustee, or exercising any
trust or power conferred on the Senior Trustee, with respect to the Senior
Securities of that series. (Section 512)
The Company is required to furnish to the Senior Trustee annually a
statement as to the performance by the Company of certain of its obligations
under the Senior Indenture and as to any default in such performance. (Section
1007)
MODIFICATION AND WAIVER
Modifications and amendments of the Senior Indenture may be made by the
Company and the Senior Trustee with the consent of the Holders of not less than
66 2/3% in principal amount of the Outstanding Senior Securities of each series
affected by such modification or amendment; provided, however, that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Senior Security affected thereby, (1) change the Stated Maturity of
the principal of, or any instalment of principal of or interest on, any Senior
Security; (2) reduce the principal amount of any Senior Security or change the
rate of interest or the method of calculation of interest thereon (except as
provided in the Senior Indenture or in such Senior Security), or any premium
payable upon the redemption thereof; (3) change any obligation of the Company to
pay additional amounts pursuant to the Senior Indenture; (4) reduce the amount
of principal of an Original Issue Discount Senior Security payable upon
acceleration of the maturity thereof; (5) adversely affect the right of
repayment, if any, at the option of the Holder thereof; (6) change the coin or
currency in which any Senior Security or any premium or any interest thereon is
payable; (7) impair the right to institute suit for the enforcement of any
payment on or with respect to any Senior Security; (8) reduce the percentage in
principal amount of Outstanding Senior Securities of any series, the consent of
whose Holders is required for modification or amendment of the Senior Indenture
or for waiver of compliance with certain provisions of the Senior Indenture or
for waiver of certain defaults; (9) change any obligation of the Company to
maintain an office or agency in the Borough of Manhattan, The City of New York,
or any obligation of the Company to maintain an office or agency outside the
United States pursuant to the Senior Indenture; or (10) modify certain
provisions of the Senior Indenture requiring consent of specified percentages of
Holders except to increase any such percentage. (Section 902)
The Holders of at least 66 2/3% in principal amount of the Outstanding
Senior Securities of each series may, on behalf of all Holders of Senior
Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the Senior
Indenture. (Section 1008) The Holders of not less than a majority in principal
amount of the Outstanding Senior Securities of each series may, on behalf of the
Holders of all the Senior Securities of that series and any coupons appertaining
thereto, waive any past default under the Senior Indenture with respect to
Senior Securities of that series, except a default (i) in the payment of
principal of (or premium, if any) or interest, if any, on any Senior Security of
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such series, or (ii) in respect of a covenant or provision of the Senior
Indenture which cannot be modified or amended without the consent of the Holder
of each Outstanding Senior Security of such series affected thereby. (Section
513)
DEFEASANCE
The Company may elect to defease and be discharged from its obligations
under the Senior Indenture with respect to Senior Securities of any series on
the terms and subject to the conditions contained in the Senior Indenture, by
(a) depositing irrevocably with the Senior Trustee as trust funds (i) in the
case of Senior Securities denominated in a foreign currency, money in such
foreign currency or Foreign Government Obligations (as defined below) of the
foreign government or governments issuing such foreign currency, in each case in
an amount which through the payment of interest, principal or premium, if any,
in respect thereof in accordance with their terms will provide (without any
reinvestment of such interest, principal or premium), not later than one
Business Day before the due date of any payment, money in such foreign currency
or (ii) in the case of Senior Securities denominated in U.S. dollars, U.S.
dollars or U.S. Government Obligations (as defined below), in each case in an
amount which through the payment of interest, principal or premium, if any, in
respect thereof in accordance with their terms will provide (without any
reinvestment of such interest, principal or premium), not later than one
Business Day before the due date of any payment, U.S. dollars or (iii) a
combination of U.S. dollars and U.S. Government Obligations or Foreign
Government Obligations, as applicable, sufficient to pay the principal of or
premium, if any, and interest, if any, on the Senior Securities of such series
as are due and (b) satisfying certain other conditions precedent specified in
the Senior Indenture. Such deposit and defeasance is conditioned, among other
things, upon the Company's delivery to the Senior Trustee of an opinion of
counsel that the Holders of the Senior Securities of such series will have no
federal income tax consequences as a result of such deposit and termination.
(Article Fifteen)
"U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, under
clauses (i) or (ii) are not callable or redeemable at the option of the issuer
thereof. "Foreign Government Obligations" means securities denominated in a
foreign currency that are (i) direct obligations of a foreign government for the
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
a foreign government the payment of which is unconditionally guaranteed as a
full faith and credit obligation by such foreign government, which, in either
case, under clauses (i) or (ii) have, at the time of defeasance, a rating from a
nationally recognized rating agency in their country of issue or the United
States at least equivalent to the highest rating given to the Senior Securities
being defeased by Moody's Investors Service, Inc. or Standard & Poor's
Corporation at any time since the issuance of such Senior Securities, and are
not callable or redeemable at the option of the issuer thereof. (Section 101)
REGARDING THE SENIOR TRUSTEE
Bankers Trust Company, the Senior Trustee under the Senior Indenture, has
its principal corporate trust office at Four Albany Street, New York, New York
10006. Bankers Trust Company also serves as trustee under the indentures with
the Company relating to the Floating Rate Notes Due 1999, the 8 1/2% Notes Due
1996, the 7 7/8% Notes Due 1997, the fixed and floating rate Medium-Term Notes
and Senior Medium-Term Notes, Series A and Series B of the Company. The
Corporation has normal banking relationships with the Senior Trustee.
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THE SUBORDINATED SECURITIES
EVENTS OF DEFAULT AND WAIVER THEREOF
The Subordinated Indenture defines an Event of Default with respect to
Subordinated Securities of any series as certain events involving the
bankruptcy, insolvency or reorganization of the Company and such other events as
may be established for any series of Subordinated Securities. However, the
inability of the Company to pay its debts as they become due and the appointment
of a conservator with respect to a depository institution subsidiary of the
Company insured by the FDIC or any successor agency do not constitute Events of
Default under the Subordinated Indenture. (Section 501) If an Event of Default
with respect to Subordinated Securities of any series at the time outstanding
occurs and is continuing, either the Subordinated Trustee or the Holders of not
less than 25% in aggregate principal amount of the Outstanding Subordinated
Securities of that series, by notice as provided in the Subordinated Indenture,
may declare the principal amount (or, if the Subordinated Securities of that
series are Original Issue Discount Subordinated Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Subordinated Securities of that series to be due and payable immediately in
cash. The foregoing provision would be subject as to enforcement to the broad
equity powers of a federal bankruptcy court and to the determination by that
court of the nature of the rights of the Holders of the Subordinated Securities
of such series. At any time after a declaration of acceleration with respect to
Subordinated Securities of any series has been made, but before a judgment or
decree for payment of the money due has been obtained by the Subordinated
Trustee, the Holders of a majority in aggregate principal amount of the
Outstanding Subordinated Securities of that series may, under certain
circumstances, rescind and annul such declaration. (Sections 502, 513)
The Subordinated Indenture does not provide for any right of acceleration
of the payment of principal of the Subordinated Securities of any series upon a
default in the payment (including any obligation to exchange Capital Securities
(as defined below) for Subordinated Securities of such series) of principal of
(or premium, if any) or interest, if any, on the Subordinated Securities of such
series, or in the performance of any covenant or agreement in the Subordinated
Indenture or in the terms of the Subordinated Securities of such series. In the
event of any such default (including a default in such payment or exchange at
the stated maturity date of the Subordinated Securities of such series), the
Company will, upon demand of the Subordinated Trustee, pay to it, for the
benefit of the Holders of the Subordinated Securities of such series, the whole
amount then due and payable on the Subordinated Securities of such series for
principal (and premium, if any) and interest, if any, including the delivery of
any Capital Securities then required to be delivered. The Subordinated Indenture
provides that if the Company fails to pay such amount (or to deliver any such
Capital Securities) forthwith upon such demand, the Subordinated Trustee may,
among other things, institute a judicial proceeding for the collection thereof
or for delivery of any Capital Securities required to be delivered. The
Subordinated Indenture also provides that if Capital Securities are exchangeable
for Subordinated Securities of such series and the Company shall fail to elect
the type of Capital Securities to be exchanged for Subordinated Securities of
such series on the relevant exchange date or shall fail to issue or deliver such
Capital Securities on or prior to such exchange date, the Company shall be
liable to the Holders of Subordinated Securities of such series for the payment
of the principal amount of Subordinated Securities of such series (or the
applicable percentage thereof) in cash on the earlier of the relevant proposed
exchange date or the stated maturity date of Subordinated Securities of such
series. The limitation on the right of acceleration described above permits
limited amounts of Subordinated Securities with certain original weighted
average maturities to qualify as supplementary or "Tier 2" capital of the
Company under current regulatory guidelines for bank holding companies. Any
additional Events of Default with respect to any series of Subordinated
Securities, including any related right of acceleration, will be specified in
the applicable Prospectus Supplement. (Section 503)
The Subordinated Indenture provides that, subject to the duty of the
Subordinated Trustee during the continuance of an Event of Default or Default to
act with the required standard of care, the Subordinated Trustee will be under
no obligation to exercise any of its rights or powers under the Subordinated
Indenture at the request or direction of any of the Holders of the Subordinated
Securities of any series, unless such Holders shall have offered to the
Subordinated Trustee reasonable indemnity. Subject to such provisions for the
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indemnification of the Subordinated Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Subordinated Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Subordinated Trustee, or
exercising any trust or power conferred on the Subordinated Trustee, with
respect to the Subordinated Securities of such series. (Sections 512, 601, 603)
The Subordinated Indenture provides that notwithstanding any other
provision of the Subordinated Indenture, each Holder of Subordinated Securities
of any series shall have the right to institute suit for the enforcement of any
payment (including any delivery of Capital Securities to be exchanged for such
Subordinated Securities) of principal of (and premium, if any) and interest, if
any, on such Subordinated Securities on the respective stated maturity dates
expressed in such Subordinated Securities or on the Exchange Date or the
redemption date thereof, as the case may be, and that such right shall not be
impaired without the consent of such Holder. (Section 508)
The Holders of not less than a majority in principal amount of the
Outstanding Subordinated Securities of any series may, on behalf of the holders
of all Subordinated Securities of such series, waive any past default under the
Subordinated Indenture with respect to Subordinated Securities of such series
and its consequences, except a default (i) in the payment (including any
obligation to exchange Capital Securities for Subordinated Securities of such
series) of principal of (or premium, if any) or interest, if any, on any
Subordinated Security of such series, or (ii) in respect of a covenant or
provision of the Subordinated Indenture which cannot be modified or amended
without the consent of the Holder of each Outstanding Subordinated Security of
such series affected thereby. (Section 513)
The Company is required to file annually with the Subordinated Trustee a
written statement as to the existence or non-existence of defaults. (Section
1006)
MODIFICATION AND WAIVER
The Subordinated Indenture provides that, with the consent of the Holders
of not less than 66 2/3% in principal amount of the Outstanding Subordinated
Securities of each series affected thereby, modifications and alterations of the
Subordinated Indenture may be made which affect the rights of the Holders of the
Subordinated Securities of such series, but no such modification or alteration
may be made without the consent of the Holder of each Subordinated Security
affected thereby which would (i) change the fixed maturity of the principal of,
or any instalment of principal of or interest on, any Subordinated Security, or
reduce the principal amount thereof or change the rate or rates (or the method
of ascertaining the rate or rates) of interest thereon (except as provided in
the Subordinated Indenture or in the Subordinated Securities of such series) or
any premium payable upon the redemption thereof, or reduce the portion of the
principal amount of any Original Issue Discount Subordinated Security payable
upon acceleration of the maturity thereof, or change any place where, or the
coin or currency in which, the principal amount of any Subordinated Security or
any premium or interest thereon is payable, or impair any right to institute
suit for the enforcement of any right to receive payment of the principal of
(and premium, if any) and interest, if any, on such Subordinated Security on the
respective stated maturity dates expressed in such Subordinated Security (or, in
the case of redemption, on the redemption date), or, if applicable, to have
delivered Capital Securities to be exchanged for such Subordinated Security and
to have such Capital Securities sold in a secondary offering to the extent
provided in such Subordinated Security and in the Subordinated Indenture, or
modify the provisions of the Subordinated Indenture with respect to the
subordination of the Subordinated Securities of such series in a manner adverse
to the Holders, or (ii) reduce the above-stated percentage in principal amount
of Outstanding Subordinated Securities of such series required to modify or
alter the Subordinated Indenture, or (iii) impair the right of any Holder of
Subordinated Securities of such series, subject to the provisions of the
Subordinated Indenture and of Subordinated Securities of such series, to receive
on any exchange date for Subordinated Securities of such series Capital
Securities with a market value equal to the amount established with respect to
the Securities of such series held by such Holder. (Sections 902, 1007)
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EXCHANGEABILITY
If so provided in the applicable Prospectus Supplement, Subordinated
Securities may be exchangeable, either upon the occurrence of certain events
described in the applicable Prospectus Supplement or at the option of the
Company or both, for Capital Securities, and certain funds may be designated
with regard to the Subordinated Securities as Available Funds (as defined in the
applicable Prospectus Supplement) or Optional Available Funds (as defined in the
applicable Prospectus Supplement) for United States bank regulatory purposes. In
certain circumstances, Subordinated Securities may also provide Holders with the
right to elect to receive cash for Capital Securities issued in exchange for
Offered Subordinated Securities. The applicable Prospectus Supplement will set
forth the terms, conditions and restrictions relating to any of the foregoing
provisions applicable to a series of Subordinated Securities. (Sections 1301,
1310, 1401)
"Capital Securities" means any securities issued by the Company which
consist of any one of the following: (i) Common Stock (as defined in the
Subordinated Indenture), (ii) Perpetual Preferred Stock (as defined in the
Subordinated Indenture), or (iii) other securities which at the date of issuance
are securities of a type that may constitute capital of the Company in unlimited
amounts for which Subordinated Securities are permitted to be exchanged under
regulations of, or other determinations by, the Company's Primary Federal
Regulator (as defined in the applicable Prospectus Supplement), provided that if
any securities under (iii) are (a) issued in exchange for Subordinated
Securities under the Subordinated Indenture and (b) debt obligations for which
Capital Securities are exchangeable, the Company shall have received the
approval of the Company's Primary Federal Regulator for such issuance. Capital
Securities may have such terms, rights and preferences as may be determined by
the Company. (Section 101)
The staff of the SEC has advised that Rule 13e-4 and Rule 14e-1 of the
SEC's rules and regulations relating to tender offers, as currently interpreted
and in effect, would be applicable to the exchange of Capital Securities for
Subordinated Securities and to the related secondary offering. If the staff were
to continue to take this position, the Company intends, subject to its right to
seek appropriate relief (which may or may not be available) from the application
of such rules, at the time of the exchange of Capital Securities for
Subordinated Securities and the related secondary offering to comply with Rule
13e-4 and Rule 14e-1 (or any successor rules), as then interpreted and in
effect, and to afford holders of Subordinated Securities all rights under, and
to make all filings required by, such rules (or successor rules).
SUBORDINATION
The obligation of the Company to make any payment on account of the
principal of (and premium, if any) and interest, if any, on the Subordinated
Securities will be subordinate and junior in right of payment to the Company's
obligations to the holders of Senior Indebtedness of the Company to the extent
described in the next paragraph. "Senior Indebtedness of the Company" is defined
in the Subordinated Indenture to mean the obligations of the Company to its
creditors other than the Holders of the Subordinated Securities, whether
outstanding on the date of execution of the Subordinated Indenture or thereafter
incurred, except obligations "ranking on a parity with the [Subordinated]
Securities" or "ranking junior to the [Subordinated] Securities" (as those terms
are defined in the Subordinated Indenture). The obligations of the Company in
respect of the Subordinated Securities will rank on a parity with the Company's
obligations in respect of the Floating Rate Subordinated Notes Due 1997, the
7 1/2% Subordinated Notes Due 1997, the 10% Subordinated Notes Due 1999, the 8%
Subordinated Notes Due 1999, the 7 3/4% Subordinated Notes due 1999, the
Floating Rate Subordinated Notes Due 2000, the 9 3/8% Subordinated Notes Due
2001, the 9 3/4% Subordinated Notes Due 2001, the 7.50% Subordinated Notes Due
2003, the Floating Rate Subordinated Notes Due 2003, the Floating Rate
Subordinated Notes Due August 1, 2003, the 8% Subordinated Notes Due 2004, the
7 7/8% Subordinated Notes Due 2004, the 6.50% Subordinated Notes Due 2005, the
6.75% Subordinated Notes Due 2008, the 6 1/8% Subordinated Notes Due 2008, the
6.50% Subordinated Notes Due 2009, the Floating Rate Subordinated Notes Due 2009
and the Subordinated Medium-Term Notes, Series A and Series B, issued by the
Company and any other obligations of the Company ranking on a parity with the
Subordinated Securities. The obligations of the Company in respect of the
Subordinated Securities of any series will rank on a parity with the obligations
of the Company in respect of the Subordinated Securities of each other series.
(Section 1201)
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In the case of any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Company as a whole, whether voluntary or involuntary, all obligations of the
Company to Holders of Senior Indebtedness of the Company shall be entitled to be
paid in full before any payment shall be made on account of the principal of
(and premium, if any) and interest, if any, on the Subordinated Securities. At
September 30, 1994, the outstanding Senior Indebtedness of the Company,
exclusive of guarantees and other contingent obligations, was approximately $2.8
billion. In the event of any such proceeding, after payment in full of all sums
owing with respect to Senior Indebtedness of the Company, the Holders of the
Subordinated Securities, together with the holders of any obligations of the
Company ranking on a parity with the Subordinated Securities, shall be entitled
to be paid from the remaining assets of the Company the amounts at the time due
and owing on account of unpaid principal of (and premium, if any) and interest,
if any, on the Subordinated Securities before any payment or other distribution,
whether in cash, property or otherwise, shall be made on account of any capital
stock or any obligations of the Company ranking junior to the Subordinated
Securities. By reason of such subordination, in the event of the insolvency of
the Company, Holders of Senior Indebtedness of the Company may receive more,
ratably, and Holders of the Subordinated Securities having a claim pursuant to
the Subordinated Securities may receive less, ratably, than the other creditors
of the Company. Such subordination will not prevent the occurrence of any Event
of Default in respect of the Subordinated Securities. See "-- Events of Default
and Waiver Thereof " for limitations on the right of acceleration of
Subordinated Securities. (Section 1201)
REGARDING THE SUBORDINATED TRUSTEE
Chemical Bank, the Subordinated Trustee under the Subordinated Indenture,
has its principal corporate trust office at 450 West 33rd Street, New York, New
York 10001. Chemical Bank serves as Trustee with respect to the 7 1/2%
Subordinated Notes Due 1997, the 10% Subordinated Notes Due 1999, the 8%
Subordinated Notes Due 1999, the 7 3/4% Subordinated Notes due 1999, the 9 3/8%
Subordinated Notes Due 2001, the 9 3/4% Subordinated Notes Due 2001, the 7.50%
Subordinated Notes Due 2003, the Floating Rate Subordinated Notes Due 2003, the
Floating Rate Subordinated Notes Due August 1, 2003, the 8% Subordinated Notes
Due 2004, the 7 7/8% Subordinated Notes Due 2004, the 6.50% Subordinated Notes
Due 2005, the 6.75% Subordinated Notes Due 2008, the 6 1/8% Subordinated Notes
Due 2008, the 6.50% Subordinated Notes Due 2009 and the Subordinated Medium-Term
Notes, Series A and Series B, of the Company, which are currently outstanding
under the Subordinated Indenture. The Corporation has normal banking
relationships with the Subordinated Trustee.
DESCRIPTION OF PREFERRED STOCK
The following description of Preferred Stock sets forth certain general
terms and provisions of the series of Preferred Stock to which any Prospectus
Supplement may relate. Certain other terms of any particular series of Preferred
Stock (including Preferred Stock issuable upon conversion or exchange of any
Debt Security) will be described in the applicable Prospectus Supplement. If so
indicated in the applicable Prospectus Supplement, the terms of any such series
of Preferred Stock may differ from the terms set forth below. The description of
Preferred Stock set forth below and the description of the terms of a particular
series of Preferred Stock set forth in the applicable Prospectus Supplement do
not purport to be complete and are qualified in their entirety by reference to
the Company's Restated Certificate of Incorporation, as amended (the
"Certificate of Incorporation"), and the Certificate of Designation, Preferences
and Rights relating to such series of Preferred Stock, which will be filed or
incorporated by reference as an exhibit to the Registration Statement to which
this Prospectus relates. Preferred Stock, if so indicated in the applicable
Prospectus Supplement, may be issuable in exchange for a series of Debt
Securities or upon conversion thereof.
GENERAL
Under the Certificate of Incorporation, the Board of Directors of the
Company is authorized to issue up to 100,000,000 shares of Preferred Stock,
without par value, in one or more series, with such voting powers, full or
limited but not to exceed one vote per share, or without voting powers, and with
such designations,
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<PAGE> 24
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issue thereof
adopted by the Board of Directors and as are not stated and expressed in the
Certificate of Incorporation. As used herein the term "Board of Directors" means
the Board of Directors of the Company and includes any duly authorized committee
thereof. Prior to the issuance of each series of Preferred Stock, the Board of
Directors will adopt resolutions creating and designating such series as a
series of preferred stock of the Company.
As of September 30, 1994, there were 56,000,000 shares of preferred stock
of the Company outstanding and having an aggregate stated value of approximately
$1,400,000,000. Unless otherwise specified in the applicable Prospectus
Supplement, the shares of each series of Preferred Stock will rank on a parity
as to dividends and distributions of assets with each other and with the
currently outstanding series of preferred stock of the Company which have been
designated as Preferred Stock, 10 1/2% Series G, with a stated value of $25 per
share, Preferred Stock, 9.76% Series H, with a stated value of $25 per share,
Preferred Stock, 10.84% Series I, with a stated value of $25 per share,
Preferred Stock, 9.08% Series J, with a stated value of $25 per share, Preferred
Stock, 8 1/2% Series K, with a stated value of $25 per share, Preferred Stock,
8.32% Series L, with a stated value of $25 per share, Preferred Stock, 8.40%
Series M, with a stated value of $25 per share, and Preferred Stock, Adjustable
Rate Series N, with a stated value of $25 per share, and will rank senior to the
Company's authorized but unissued Junior Participating Preferred Stock.
Under regulations adopted by the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board"), if the holders of shares of any series of
preferred stock of the Company become entitled to vote for the election of
directors because dividends on such series are in arrears (see "Voting Rights"),
such series may then be deemed a "class of voting securities" and a holder of 25
percent or more of such series (or a holder of 5 percent or more if it otherwise
exercises a "controlling influence" over the Company) may then be subject to
regulation as a bank holding company in accordance with the Bank Holding Company
Act of 1956, as amended. In addition, at such time as such series is deemed a
class of voting securities, any other bank holding company may be required to
obtain the prior approval of the Federal Reserve Board to acquire 5 percent or
more of such series.
Reference is made to the Prospectus Supplement relating to either the
particular series of Preferred Stock offered thereby or the particular series of
Debt Securities offered thereby which is convertible or exchangeable for a
particular series of Preferred Stock for certain specific terms thereof,
including: (i) the designation, number of shares and stated value per share;
(ii) the amount of liquidation preference; (iii) the initial public offering
price at which shares of such series of Preferred Stock will be sold; (iv) the
dividend rate or rates (or method of ascertaining the same); (v) the dates on
which dividends shall be payable, the date from which dividends shall accrue and
the record dates for determining the holders entitled to such dividends; (vi)
any redemption or sinking fund provisions; (vii) any conversion or exchange
provisions; and (viii) any additional dividend, redemption, liquidation or other
preferences or rights and qualifications, limitations or restrictions thereof.
The shares of Preferred Stock will, when issued, be fully paid and
nonassessable and will have no preemptive rights.
Unless otherwise specified in the applicable Prospectus Supplement, the
transfer agent, registrar and dividend disbursing agent for shares of each
series of Preferred Stock will be Mellon Securities Trust Company.
VOTING RIGHTS
Holders of shares of Preferred Stock will have no voting rights, except as
set forth below or otherwise required by law.
In the event that six quarterly dividends (whether or not consecutive)
payable on any share or shares of any series of preferred stock of the Company
shall be in arrears, the holders of shares of each series of Preferred Stock,
voting separately as a class with the holders of shares of any one or more other
series of
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<PAGE> 25
preferred stock of the Company upon which like voting rights have been conferred
(including any other series of Preferred Stock), shall be entitled at the
Company's next annual meeting of stockholders (and at each subsequent annual
meeting of stockholders), unless all dividends in arrears have been paid or
declared and set apart for payment prior to such meeting (or such subsequent
meeting), to cast one-fortieth (1/40) of one vote for each $25 of involuntary
liquidation preference (exclusive of accrued and unpaid dividends thereon) for
each share of such series of Preferred Stock held of record (but not more than
one vote per share) for the election of two directors of the Company, with the
remaining directors of the Company to be elected by the holders of shares of any
other class or classes or series of stock entitled to vote therefor. Until the
arrears in payments of all dividends which permitted the election of such
directors shall cease to exist, any director who has been so elected pursuant to
the preceding sentence may be removed at any time, either with or without cause,
only by the affirmative vote of the holders of the shares at the time entitled
to cast a majority of the votes entitled to be cast for the election of any such
director at a special meeting of such holders called for that purpose, and any
vacancy thereby created may be filled by the vote of such holders. If and when
such arrears shall cease to exist, the holders of shares of such series of
Preferred Stock shall be divested of the foregoing special voting rights,
subject to revesting in the event of each and every subsequent like arrears in
payments of dividends. Upon the termination of each such special voting right,
the terms of office of all persons who may have been elected directors by vote
of the holders of such shares of preferred stock of the Company pursuant to such
special voting right shall immediately terminate.
Without the consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of the total number
of shares of preferred stock of the Company then outstanding, voting as a class
without regard to series, with the holders of shares of each series of Preferred
Stock being entitled to cast one-fortieth (1/40) of one vote for each $25 of
involuntary liquidation preference (exclusive of accrued and unpaid dividends
thereon) for each share of such series of Preferred Stock (but not more than one
vote per share), the Company may not: (a) create any class or series of stock
which shall have preference as to dividends or distributions of assets over any
outstanding series of preferred stock of the Company (other than a series which
has no right to object to such creation) or (b) alter or change the provisions
of the Certificate of Incorporation so as to adversely affect the voting power,
preferences or special rights of the holders of shares of preferred stock of the
Company; provided, however, that if such creation or such alteration or change
would adversely affect the voting power, preferences or special rights of one or
more, but not all, series of preferred stock of the Company at the time
outstanding, consent of the holders of shares entitled to cast at least two-
thirds of the votes entitled to be cast by the holders of all of the shares of
all such series so affected, voting as a class, shall be required in lieu of the
consent of the holders of shares entitled to cast at least two-thirds of the
votes entitled to be cast by the holders of the total number of shares of
preferred stock of the Company at the time outstanding. Without limiting the
generality of the foregoing, the creation of any class or series of stock
entitled to vote as a class together with the holders of shares of any series of
Preferred Stock on the matters set forth in this paragraph, the holders of
shares of which are entitled to cast more than one-fortieth (1/40) of one vote
for each $25 of involuntary liquidation preference (exclusive of accrued and
unpaid dividends thereon) to which the holders of such shares of such class or
series are entitled, shall be deemed to adversely affect the voting power of
such series of Preferred Stock.
DIVIDENDS
The holders of shares of each series of Preferred Stock shall be entitled
to receive, when and as declared by the Board of Directors, out of funds legally
available therefor, cumulative or non-cumulative cash or other dividends on such
dates and at such rate or rates as are set forth in, or as are determined by the
method described in, the applicable Prospectus Supplement. Dividends on the
shares of each series of Preferred Stock will accrue from the date on which the
Company initially issues shares of such series or as otherwise set forth in the
applicable Prospectus Supplement. Each dividend will be payable to holders of
record as they appear on the stock register of the Company on the record dates
fixed by the Board of Directors, as specified in the applicable Prospectus
Supplement.
So long as the shares of any series of Preferred Stock shall be
outstanding, unless (i), when applicable, full cumulative dividends shall have
been paid or declared and set apart for payment on all outstanding shares
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<PAGE> 26
of Preferred Stock and other classes and series of preferred stock of the
Company (other than Junior Stock, as defined below) and (ii) the Company shall
not be in default or in arrears with respect to any sinking or other analogous
fund or other agreement for the purchase, redemption or other retirement of any
shares of preferred stock of the Company (other than Junior Stock), the Company
may not declare any dividends on any shares of Common Stock, par value $2.00 per
share, of the Company ("Common Stock") or any other stock of the Company ranking
as to dividends or distributions of assets junior to each series of Preferred
Stock (the Common Stock and any such other stock being herein referred to as
"Junior Stock"), or make any payment on account of, or set apart money for, a
sinking or other analogous fund for the purchase, redemption or other retirement
of any shares of Junior Stock or make any distribution in respect thereof,
whether in cash or property or in obligations or stock of the Company, other
than Junior Stock. In the event that there shall be outstanding shares of any
other series of preferred stock of the Company (including any other series of
Preferred Stock) ranking on a parity as to dividends with any series of
Preferred Stock and dividends on shares of such series of Preferred Stock or
such other series of preferred stock of the Company are in arrears, the Company,
in making any dividend payment on account of such arrears, is required to make
payments ratably on all outstanding shares of such series of Preferred Stock and
such other series of preferred stock of the Company in proportion to the
respective amounts of dividends in arrears on all such outstanding shares of
such series of Preferred Stock and such other series of preferred stock of the
Company to the date of such dividend payment. Holders of shares of any series of
Preferred Stock shall not be entitled to any dividend, whether payable in cash,
property or stock, in excess of full cumulative dividends on shares of such
series of Preferred Stock. No interest, or sum of money in lieu of interest,
shall be payable in respect of any dividend payment or payments which may be in
arrears.
REDEMPTION
The shares of any series of Preferred Stock may be redeemable at the option
of the Company and may be subject to mandatory redemption pursuant to a sinking
fund or otherwise, in each case upon the terms, at the times and at the
redemption prices set forth in the applicable Prospectus Supplement.
If any dividends on shares of any series of Preferred Stock are in arrears,
no shares of such series shall be redeemed unless all outstanding shares of such
series are simultaneously redeemed, and the Company shall not purchase or
otherwise acquire any shares of such series; provided, however, that the
foregoing shall not prevent the purchase or acquisition of shares of such series
pursuant to a purchase or exchange offer made on the same terms to holders of
all outstanding shares of such series.
LIQUIDATION PREFERENCE
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of shares of each series of Preferred
Stock shall be entitled to receive out of the assets of the Company available
for distribution to stockholders, before any distribution of assets is made to
the holders of Common Stock or of any other shares of stock of the Company
ranking as to such a distribution junior to the shares of such series, an amount
described in the applicable Prospectus Supplement. The holders of the presently
outstanding shares of preferred stock of the Company are entitled to receive
amounts equal to the stated value of such shares. If upon any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the amounts
payable with respect to shares of each series of Preferred Stock and any other
shares of stock of the Company ranking as to any such distribution on a parity
with shares of such series of Preferred Stock are not paid in full, the holders
of shares of such series of Preferred Stock and of such other shares will share
ratably in any such distribution of assets of the Company in proportion to the
full respective preferential amounts to which they are entitled. After payment
to the holders of shares of such series of Preferred Stock of the full
preferential amounts to which they are entitled, the holders of shares of such
series of Preferred Stock will not be entitled to any further participation in
any distribution of assets by the Company, unless otherwise provided in the
applicable Prospectus Supplement. The consolidation or merger of the Company
with or into any other corporation, or the sale of substantially all the assets
of the Company in consideration for the issuance of equity securities of another
corporation, shall not be regarded as a liquidation, dissolution or winding up
of the
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<PAGE> 27
Company, if the voting power, preferences or special rights of the holders of
shares of such series of Preferred Stock are not impaired thereby.
CONVERSION AND EXCHANGEABILITY PROVISIONS
The terms, if any, on which shares of any series of Preferred Stock are
convertible into or exchangeable for shares of Common Stock will be set forth in
the applicable Prospectus Supplement. Such terms may include provisions for
conversion or exchange, either mandatory, at the option of the holder, or at the
option of the Company, in which the number of shares of Common Stock to be
received by the holders of Preferred Stock would be calculated by reference to
the market price of Common Stock as of a time stated in the applicable
Prospectus Supplement. See "DESCRIPTION OF COMMON STOCK."
DESCRIPTION OF COMMON STOCK
If so specified in the Prospectus Supplement relating to the Offered
Securities, the Offered Securities are convertible into or exchangeable for
shares of Common Stock. The statements below describing the Common Stock are in
general terms and are in all respects subject to, and are qualified in their
entirety by reference to, the applicable provisions of the Certificate of
Incorporation.
The Company is authorized to issue 500,000,000 shares of Common Stock. At
September 30, 1994, 181,289,886 shares of Common Stock were outstanding,
19,011,983 shares of Common Stock were reserved for issuance pursuant to the
Chase Lincoln First Bank, N.A. 1982 Incentive Stock Plan, The Chase Manhattan
1982 Long-Term Incentive Plan, The Chase Manhattan 1987 Long-Term Incentive
Plan, and The Chase Manhattan 1994 Long-Term Incentive Plan, 3,310,875 shares of
Common Stock were reserved for issuance pursuant to warrants issued in
settlement of a legal action, 14,000,000 shares of Common Stock were reserved
for issuance pursuant to The Chase Manhattan Stock Option Program for Employees,
and 9,596,151 shares of Common Stock were reserved for issuance pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan.
Holders of shares of Common Stock are entitled to one vote per share and,
subject to the rights, if any, of holders of shares of the outstanding series of
preferred stock of the Company (as described above under "DESCRIPTION OF
PREFERRED STOCK"), have equal rights to participate in dividends when declared
and, in the event of liquidation, in the net assets of the Company available for
distribution to stockholders. The Company may not declare any dividends on, or
make any payment on account of the purchase, redemption or other retirement of,
its Common Stock unless full cumulative dividends, where applicable, have been
paid or declared and set apart for payment upon all outstanding shares of the
preferred stock of the Company and the Company is not in default or in arrears
with respect to any sinking or other analogous fund or any call for tender
obligations, or any other agreement for the purchase, redemption or other
retirement of any shares of the preferred stock of the Company. The holders of
shares of Common Stock do not have redemption or sinking fund rights, and none
of the holders of shares of Common Stock is entitled to preemptive rights or
preferential rights to subscribe for shares of Common Stock or any other
securities of the Company, except for certain Junior Participating Preferred
Stock Purchase Rights that were distributed in 1989 as dividends to holders of
Common Stock on or after February 27, 1989 which are exercisable or transferable
separately from shares of Common Stock only upon the occurrence of certain
events including the acquisition by a person or group of affiliated or
associated persons of 20% or more of the outstanding shares of Common Stock of
the Company. Such rights are more fully described in the 1993 Annual Report of
the Company and will be more fully described in any Prospectus Supplement
applicable to Preferred Stock that is convertible or exchangeable into Company
Stock. Shares of Common Stock are fully paid and nonassessable; however, federal
law (12 U.S.C. Section 55) provides for the enforcement of any pro rata
assessment of stockholders of a national bank to cover impairment of capital by
sale, to the extent necessary, of the stock of any assessed stockholder failing
to pay his assessment, and the Company, as the stockholder of the Bank and other
national banking subsidiaries, is subject to such assessment and sale. The
shares of Common Stock are listed on the New York Stock Exchange. The transfer
agent and registrar for the Common Stock of the Company is Mellon Securities
Trust Company.
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The Certificate of Incorporation includes a "fair price provision" that
would require a 75% stockholder vote for approval of certain business
combinations, including certain mergers, asset sales, security issuances,
recapitalizations and liquidations, involving the Company or its subsidiaries
and certain acquiring persons (namely, a person, entity or specified group which
beneficially owns more than 10% of the voting stock of the Company), unless the
"fair price" and other procedural requirements of the provision are met, or
unless approved by a majority of directors who are not affiliated with the
acquiring party. This provision includes a requirement of a 75% stockholder vote
to amend or repeal it. The Certificate of Incorporation also provides for
classification of the Board of Directors into three classes and includes related
provisions requiring (i) advance notice of stockholder nominations of directors,
(ii) limitations on filling newly created directorships and vacancies, (iii)
removal of directors only for cause and by vote of the holders of at least 75%
of the shares entitled to vote, (iv) a limitation on action by written consent
of holders of Common Stock other than at a meeting of stockholders and (v) a
requirement of a 75% stockholder vote to amend or repeal such provision.
DESCRIPTION OF WARRANTS
The Company may issue, together with any Debt Securities of a series
offered or separately, Debt Warrants for the purchase of other Debt Securities
of any series or Currency Warrants, Index Warrants and Interest Rate Warrants.
The Warrants are to be issued under separate Warrant Agreements (each a "Warrant
Agreement" and respectively a "Debt Warrant Agreement," a "Currency Warrant
Agreement," an "Index Warrant Agreement" and an "Interest Rate Warrant
Agreement") to be entered into between the Company and a bank or trust company,
as Warrant Agent (each a "Warrant Agent" and respectively a "Debt Warrant
Agent," a "Currency Warrant Agent," an "Index Warrant Agent" and an "Interest
Rate Warrant Agent"), all as set forth in the applicable Prospectus Supplement.
A copy of the form of each type of Warrant Agreement, including the form of
Warrant Certificate representing each type of Warrant (the "Warrant
Certificates"), reflecting the alternative provisions to be included in the
Warrant Agreements that will be entered into with respect to particular
offerings of Warrants, is filed as an exhibit to the Registration Statement of
which this Prospectus forms a part. The following summaries of certain
provisions of the Warrant Agreements and the Warrant Certificates do not purport
to be complete and are subject to, and are qualified in their entirety by
reference to, all provisions of the Warrant Agreements and the Warrant
Certificates, respectively, including the definition therein of certain terms.
Such summaries encompass all the material provisions contained in the form of
Warrant Agreements and the form of Warrant Certificates.
DEBT WARRANTS
The applicable Prospectus Supplement will describe the following terms of
the Debt Warrants being offered thereby, the Debt Warrant Agreement relating to
such Debt Warrants and the Debt Warrant Certificates representing such Debt
Warrants: (1) the number of Debt Warrants offered; (2) the designation,
aggregate principal amount and terms of the Debt Securities purchasable upon
exercise of such Debt Warrants; (3) the designation and terms of any related
Debt Securities with which such Debt Warrants are issued and the number of such
Debt Warrants issued with each such Debt Security; (4) the date, if any, on and
after which such Debt Warrants and the related Debt Securities will be
separately transferable; (5) the principal amount of Debt Securities purchasable
upon exercise of one Debt Warrant and the price at which such principal amount
of Debt Securities may be purchased upon such exercise; (6) the date on which
the right to exercise the Debt Warrants shall commence and the date on which
such right shall expire (the "Debt Warrant Expiration Date"); (7) the form in
which the Debt Warrants represented by the Debt Warrant Certificates will be
issued and where the Debt Warrants represented by Debt Warrant Certificates may
be transferred and registered; and (8) any other terms of the Debt Warrants. The
applicable Prospectus Supplement will contain a summary of the United States
federal income tax, accounting and other consequences with respect to the Debt
Warrants.
If issued in definitive form, Debt Warrant Certificates will be
exchangeable for new Debt Warrant Certificates of authorized denominations at
the corporate trust office of the Debt Warrant Agent or any other office
indicated in the applicable Prospectus Supplement. Prior to the exercise of Debt
Warrants, holders of such Debt Warrants will not have any of the rights of
Holders of the Debt Securities purchasable upon such
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<PAGE> 29
exercise and will not be entitled to payments of principal of (or premium, if
any) or interest, if any, on the Debt Securities purchasable upon such exercise.
EXERCISE OF DEBT WARRANTS
Each Debt Warrant will entitle the holder, upon payment of the exercise
price, if any, to purchase such principal amount of Debt Securities at such
exercise price as shall in each case be set forth in, or calculable from, the
applicable Prospectus Supplement. Debt Warrants will be exercisable (i) at any
time up to the close of business on the Debt Warrant Expiration Date set forth
in the applicable Prospectus Supplement or (ii) only at maturity. After the
close of business on the Expiration Date (or such later date to which such
Expiration Date may be extended by the Company), unexercised Debt Warrants will
become void.
Debt Warrants may be exercised by delivery to the Debt Warrant Agent of
payment as provided in the applicable Prospectus Supplement of the amount
required to purchase the Debt Securities purchasable upon such exercise together
with certain information set forth on the reverse side of the Debt Warrant
Certificate. Debt Warrants will be deemed to have been exercised upon receipt of
the exercise price, subject to the receipt, within five business days, of the
Debt Warrant Certificate evidencing such Debt Warrants. Upon receipt of such
payment and the Debt Warrant Certificate properly completed and duly exercised
at the corporate trust office of the Debt Warrant Agent or any other office
indicated in the applicable Prospectus Supplement, the Company will, as soon as
practicable, issue and deliver pursuant to the applicable Indenture the Debt
Securities purchasable upon such exercise. If fewer than all of the Debt
Warrants represented by such Debt Warrant Certificate are exercised, a new Debt
Warrant Certificate will be issued for the remaining amount of outstanding Debt
Warrants.
CURRENCY WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants, Index
Warrants or Interest Rate Warrants, or separately, Currency Warrants (a) in the
form of Currency Put Warrants, entitling the owners thereof to receive from the
Company the Currency Warrant Cash Settlement Value (as defined in the applicable
Prospectus Supplement) of the right to sell a specified amount of one currency
(whether U.S. dollars or a foreign currency or foreign currency unit) (a "Base
Currency") for a specified amount of a different currency (whether U.S. dollars
or a foreign currency or foreign currency unit) (a "Reference Currency"), (b) in
the form of Currency Call Warrants, entitling the owners thereof to receive from
the Company the Currency Warrant Cash Settlement Value of the right to purchase
a specified amount of a Base Currency for a specified amount of a Reference
Currency, or (c) in such other form as specified in the applicable Prospectus
Supplement. The applicable Prospectus Supplement will set forth the formula
pursuant to which the Currency Warrant Cash Settlement Value will be determined,
including any multipliers, if applicable.
The applicable Prospectus Supplement will describe the following terms of
the Currency Warrants being offered thereby, the Currency Warrant Agreement
relating to such Currency Warrants and the Currency Warrant Certificates
representing such Currency Warrants: (1) the title and number of such Currency
Warrants offered; (2) the aggregate amount of such Currency Warrants; (3) the
initial offering price of such Currency Warrants; (4) the exercise price, if
any; (5) the currency or currency unit in which the initial offering price, the
exercise price, if any, and the Currency Warrant Cash Settlement Value of such
Currency Warrants is payable; (6) the Base Currency and the Reference Currency
for such Currency Warrants; (7) whether such Currency Warrants shall be Currency
Put Warrants, Currency Call Warrants or otherwise; (8) the formula for
determining the Currency Warrant Cash Settlement Value, if applicable, of each
Currency Warrant; (9) whether and under what circumstances a minimum and/or
maximum expiration value is applicable upon the expiration or exercise of such
Currency Warrants; (10) the effect or effects, if any, of the occurrence of a
Market Disruption Event or Force Majeure Event (each as defined in the
applicable Prospectus Supplement); (11) the date on which the right to exercise
such Currency Warrants shall commence and the date (the "Currency Warrant
Expiration Date") on which such right shall expire; (12) any minimum number of
Currency Warrants which must be exercised at any one time, other than upon
automatic exercise; (13) the maximum number, if any, of such Currency Warrants
that may, subject to
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<PAGE> 30
election by the Company, be exercised by all owners (or by any person or entity)
on any day; (14) any provisions for the automatic exercise of such Currency
Warrants other than at expiration; (15) whether and under what circumstances
such Currency Warrants may be canceled by the Company prior to their expiration
date; (16) any other procedures and conditions relating to the exercise of such
Currency Warrants; (17) the identity of the Currency Warrant Agent; (18) any
national securities exchange on which such Currency Warrants will be listed;
(19) provisions, if any, for issuing such Currency Warrants in certificated
form; (20) if such Currency Warrants are not issued in book-entry form, the
place or places at which payments in respect of such Currency Warrants are to be
made by the Company; (21) if applicable, a discussion of certain United States
federal income tax, accounting or other special considerations applicable
thereto; and (22) any other terms of the Currency Warrants.
Other important information concerning Currency Warrants is set forth below
under "Certain Items Applicable to Currency Warrants, Index Warrants and
Interest Rate Warrants."
INDEX WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants,
Currency Warrants or Interest Rate Warrants, or separately, Index Warrants (a)
in the form of Index Put Warrants, entitling the owners thereof to receive from
the Company the Index Warrant Cash Settlement Value (as defined in the
applicable Prospectus Supplement) in cash, which amount will be determined by
reference to the amount, if any, by which the Fixed Amount (as defined in the
applicable Prospectus Supplement) at the time of exercise exceeds the Index
Value (as defined in the applicable Prospectus Supplement), (b) in the form of
Index Call Warrants, entitling the owners thereof to receive from the Company
the Index Warrant Cash Settlement Value in cash, which amount will be determined
by reference to the amount, if any, by which the Index Value at the time of
exercise exceeds the Fixed Amount, (c) in the form of Index Spread Warrants,
entitling the owners thereof to receive from the Company the Index Warrant Cash
Settlement Value in cash, which amount will be determined by reference to the
amount, if any, by which the Reference Index Value (as defined in the applicable
Prospectus Supplement) at the time of exercise exceeds the Base Index Value (as
defined in the applicable Prospectus Supplement) or (d) in such other form as
shall be specified in the applicable Prospectus Supplement. The applicable
Prospectus Supplement will set forth the formula pursuant to which the Index
Warrant Cash Settlement Value will be determined, including any multipliers, if
applicable.
The applicable Prospectus Supplement will describe the following terms of
the Index Warrants being offered thereby, the Index Warrant Agreement relating
to such Index Warrants and the Index Warrant Certificate representing such Index
Warrants: (1) the title and number of such Index Warrants offered; (2) the
aggregate amount of such Index Warrants; (3) the initial offering price of such
Index Warrants; (4) the exercise price, if any; (5) the currency or currency
unit in which the initial offering price, the exercise price, if any, and the
Index Warrant Cash Settlement Value of such Index Warrants is payable; (6) the
Index or Indices for such Index Warrants, which may be based on one or more U.S.
or foreign stocks, bonds, or other securities, one or more U.S. or foreign
interest rates, one or more currencies or currency units, or any combination of
the foregoing, and may be a preexisting U.S. or foreign index compiled and
published by a third party or an index based on one or more securities, interest
rates or currencies selected by the Company solely in connection with the
issuance of such Index Warrants, and certain information regarding such Index or
Indices and the underlying securities, interest rates or currencies (including,
to the extent possible, the policies of the publisher of the Index with respect
to additions, deletions and substitutions of such securities, interest rates or
currencies); (7) whether such Index Warrants shall be Index Put Warrants, Index
Call Warrants, Index Spread Warrants or otherwise; (8) the method of providing
for a substitute Index or Indices or otherwise determining the amount payable in
connection with the exercise of such Index Warrants if any Index changes or
ceases to be made available by its publisher, which determination will be made
by an independent expert; (9) the formula for determining the Index Warrant Cash
Settlement Value, if applicable, of each Index Warrant; (10) whether and under
what circumstances a minimum and/or maximum expiration value is applicable upon
the expiration or exercise of such Index Warrants; (11) the effect or effects,
if any, of the occurrence of a Market Disruption Event or Force Majeure Event
(as defined in the applicable Prospectus
24
<PAGE> 31
Supplement); (12) the date on which the right to exercise such Index Warrants
shall commence and the date (the "Index Warrant Expiration Date") on which such
right shall expire; (13) any minimum number of Index Warrants which must be
exercised at any one time, other than upon automatic exercise; (14) the maximum
number, if any, of such Index Warrants that may, subject to election by the
Company, be exercised by all owners (or by any person or entity) on any day;
(15) any provisions for the automatic exercise of such Index Warrants other than
at expiration; (16) whether and under what circumstances such Index Warrants may
be canceled by the Company prior to their expiration date; (17) any provisions
permitting a Holder to condition any notice of exercise on the absence of
certain specified changes in the Index Value, the Base Index Value or the
Reference Index Value after the date of exercise; (18) any other procedures and
conditions relating to the exercise of such Index Warrants; (19) the identity of
the Index Warrant Agent; (20) any national securities exchange on which such
Index Warrants will be listed; (21) provisions, if any, for issuing such Index
Warrants in certificated form; (22) if such Index Warrants are not issued in
book-entry form, the place or places at which payments in respect of such Index
Warrants are to be made by the Company; (23) if applicable, a discussion of
certain United States federal income tax, accounting or other special
considerations applicable thereto; and (24) any other terms of such Index
Warrants.
Other important information concerning Index Warrants is set forth below
under "Certain Items Applicable to Currency Warrants, Index Warrants and
Interest Rate Warrants."
INTEREST RATE WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants,
Currency Warrants or Index Warrants, or separately, Interest Rate Warrants (a)
in the form of Interest Rate Put Warrants, entitling the owners thereof to
receive from the Company the Interest Rate Warrant Cash Settlement Value (as
defined in the applicable Prospectus Supplement) in cash, which amount will be
determined by reference to the amount, if any, by which the Spot Amount (as
defined in the applicable Prospectus Supplement) is less than the Strike Amount
(as defined in the applicable Prospectus Supplement) on the applicable valuation
date following exercise, (b) in the form of Interest Rate Call Warrants,
entitling the owners thereof to receive from the Company the Interest Rate
Warrant Cash Settlement Value in cash, which amount will be determined by
reference to the amount, if any, by which the Spot Amount on the applicable
valuation date following exercise exceeds the Strike Amount or (c) in such other
form as shall be specified in the applicable Prospectus Supplement. The
applicable Prospectus Supplement will set forth the formula pursuant to which
the Interest Rate Warrant Cash Settlement Value will be determined, including
any multipliers, if applicable. The Strike Amount may either be a fixed yield,
price or rate of a Government Debt Instrument, a Financial Institution Rate or
any combination of Government Debt Instrument and/or Financial Institution Rates
or a yield, price or rate that varies during the term of the Interest Rate
Warrants in accordance with a schedule or formula. The Government Debt
Instrument will be one or more instruments specified in the applicable
Prospectus Supplement issued either by the United States government or by a
foreign government. The Financial Institution Rate will be one or more interest
rates or interest rate swap rates established from time to time by one or more
financial institutions specified in the applicable Prospectus Supplement.
The applicable Prospectus Supplement will describe the following terms of
the Interest Rate Warrants being offered thereby, the Interest Rate Warrant
Agreement relating to such Interest Rate Warrants and the Interest Rate Warrant
Certificate representing such Interest Rate Warrants: (1) the title and number
of such Interest Rate Warrants offered, (2) the aggregate amount of such
Interest Rate Warrants; (3) the initial offering price of such Interest Rate
Warrants; (4) the exercise price, if any; (5) the currency or currency unit in
which the initial offering price, the exercise price, if any, and the Interest
Rate Warrant Cash Settlement Value of such Interest Rate Warrants is payable;
(6) the Government Debt Instrument (which may be one or more debt instruments
issued either by the United States government or by a foreign government), the
Financial Institution Rate (which may be one or more interest rates or interest
rate swap rates established from time to time by one or more specified financial
institutions) or the other yield, price or rate utilized for such Interest Rate
Warrants, and certain information regarding such Government Debt Instrument or
Financial Institution Rate; (7) whether such Interest Rate Warrants shall be
Interest Rate Put Warrants, Interest Rate Call Warrants or otherwise; (8) the
Strike Amount, the method of determining the Spot
25
<PAGE> 32
Amount and the method of expressing movements in the yield or closing price of
the Government Debt Instrument or in the level of the Financial Institution Rate
as a cash amount in the currency in which the Interest Rate Warrant Cash
Settlement Value of such Warrants is payable; (9) the formula for determining
the Interest Rate Warrant Cash Settlement Value, if applicable, of each Interest
Rate Warrant; (10) whether and under what circumstances a minimum and/or maximum
expiration value is applicable upon the expiration or exercise of such Interest
Rate Warrants (as defined in the applicable Prospectus Supplement); (11) the
effect or effects, if any, of the occurrence of a Market Disruption Event or
Force Majeure Event (as defined in the applicable Prospectus Supplement); (12)
the date on which the right to exercise such Interest Rate Warrants shall
commence and the date (the "Interest Rate Warrant Expiration Date") on which
such right shall expire; (13) any minimum number of Interest Rate Warrants which
must be exercised at any one time, other than upon automatic exercise; (14) the
maximum number, if any, of such Interest Rate Warrants that may, subject to
election by the Company, be exercised by all owners (or by any person or entity)
on any day; (15) any provisions for the automatic exercise of such Interest Rate
Warrants other than at expiration; (16) whether and under what circumstances
such Interest Rate Warrants may be canceled by the Company prior to their
expiration date; (17) any provisions permitting a Holder to condition any notice
of exercise on the absence of certain specified changes in the Spot Amount after
the date of exercise; (18) any other procedures and conditions relating to the
exercise of such Interest Rate Warrants; (19) the identity of the Interest Rate
Warrant Agent; (20) any national securities exchange on which such Interest Rate
Warrants will be listed; (21) provisions, if any, for issuing such Interest Rate
Warrants in certified form; (22) if such Interest Rate Warrants are not issued
in book-entry form, the place or places at which payments in respect of such
Interest Rate Warrants are to be made by the Company; (23) if applicable, a
discussion of certain United States federal income tax, accounting or other
special considerations applicable thereto; and (24) any other terms of such
Interest Rate Warrants.
Other important information concerning Interest Rate Warrants is set forth
below under "Certain Items Applicable to Currency Warrants, Index Warrants and
Interest Rate Warrants."
CERTAIN ITEMS APPLICABLE TO CURRENCY WARRANTS, INDEX WARRANTS AND INTEREST RATE
WARRANTS
Exercise of Warrants
Unless otherwise specified in the applicable Prospectus Supplement, (a)
each Currency Warrant, Index Warrant and Interest Rate Warrant will entitle the
holder, upon payment of the exercise price, if any, to the applicable Cash
Settlement Value of such Warrant, on the applicable Exercise Date, in each case
as such terms will further be defined in the applicable Prospectus Supplement
(Section 1.1 of the applicable Warrant Agreement) and (b) if not exercised prior
to 1:30 p.m., New York City time on the applicable Warrant Expiration Date, the
Warrants will be deemed automatically exercised on such Warrant Expiration Date
(Section 2.3). As described below, Currency Warrants, Index Warrants and
Interest Rate Warrants may also be deemed to be automatically exercised if they
are delisted. Procedures for exercise of the Currency Warrants, Index Warrants
and Interest Rate Warrants will be set out in the applicable Prospectus
Supplement.
Market Disruption and Force Majeure Events
If so specified in the applicable Prospectus Supplement, following the
occurrence of a Market Disruption Event or Force Majeure Event (as each term
shall be defined therein), the Cash Settlement Value of a Currency Warrant, an
Index Warrant or an Interest Rate Warrant may be determined on a different basis
than under normal exercise of a Warrant or the determination of the applicable
Cash Settlement Value. In addition, if so specified in the applicable Prospectus
Supplement, Currency Warrants, Index Warrants and Interest Rate Warrants may, in
certain circumstances, be canceled by the Company prior to their expiration date
and the holders thereof will be entitled to receive only the applicable
Cancellation Amount. The Cancellation Amount may be either a fixed amount or an
amount that varies during the term of the Warrants in accordance with a schedule
or formula.
26
<PAGE> 33
Settlement Currency
Currency Warrants, Index Warrants and Interest Rate Warrants will be
settled only in U.S. dollars (unless settlement in a foreign currency is
specified in the applicable Prospectus Supplement and is permissible under
securities exchange rules approved by the SEC) and accordingly will not require
or entitle an owner to sell, deliver, purchase or take delivery of the currency,
security or other instrument underlying such Warrants. If any of the Currency
Warrants, Index Warrants or Interest Rate Warrants are sold for, or if the
exercise price, if any, is payable in, foreign currencies or foreign currency
units or if the amount payable by the Company in respect of any series of
Currency Warrants, Index Warrants or Interest Rate Warrants is payable in
foreign currencies or foreign currency units, the restrictions, elections, tax
consequences, specific terms and other information with respect to such issue of
Warrants and such currencies or currency units will be set forth in the
applicable Prospectus Supplement.
Listing
Unless otherwise specified in the applicable Prospectus Supplement, each
issue of Currency Warrants, Index Warrants and Interest Rate Warrants will be
listed on a national securities exchange, as specified in the applicable
Prospectus Supplement, subject only to official notice of issuance, as a
pre-condition to the sale of any such Warrants. It may be necessary in certain
circumstances for such national securities exchange to obtain the approval of
the SEC in connection with any such listing. Unless otherwise specified in the
applicable Prospectus Supplement, in the event that such Warrants are delisted
from, or permanently suspended from trading on, such exchange, and, at or prior
to such delisting or suspension, such Warrants shall not have been listed on
another national securities exchange or traded pursuant to the rules of another
self-regulatory organization, any such Warrants not previously exercised will be
deemed automatically exercised on the date such delisting or permanent trading
suspension becomes effective (Section 2.3 of the applicable Warrant Agreement).
The applicable Cash Settlement Value to be paid in such event will be as set
forth in the applicable Prospectus Supplement. The Company will notify holders
of such Warrants as soon as practicable of such delisting or permanent trading
suspension. The applicable Warrant Agreement will contain a covenant of the
Company not to seek delisting of such Warrants from, or permanent suspension of
their trading on, such exchange (Section 2.4 of the Currency Warrant Agreement
and the Interest Rate Warrant Agreement and Section 2.5 of the Index Warrant
Agreement).
PLAN OF DISTRIBUTION
The Company may sell Securities to one or more underwriters for public
offering and sale by them or may sell Securities to investors directly or
through agents which solicit or receive offers on behalf of the Company or
through dealers or through a combination of any such methods of sale. Any such
underwriter or agent involved in the offer and sale of the Offered Securities
will be named in the applicable Prospectus Supplement.
Underwriters may offer and sell the Offered Securities at a fixed price or
prices, which may be changed, or from time to time at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Company also may offer and sell the Offered Securities in
exchange for one or more of its outstanding issues of debt or convertible debt
securities. The Company may, from time to time, authorize agents acting on a
best efforts basis as agents of the Company to solicit or receive offers to
purchase the Offered Securities upon the terms and conditions as are set forth
in the applicable Prospectus Supplement. In connection with the sale of Offered
Securities, underwriters or agents may be deemed to have received compensation
from the Company in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of Offered Securities for whom they may
act as agents. Underwriters may sell Offered Securities to or through dealers,
and such dealers may receive compensation in the form of discounts, concessions
or commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent.
Any compensation paid by the Company to underwriters or agents in
connection with the offering of Offered Securities, and any discounts,
concessions or commissions allowed by underwriters to participating
27
<PAGE> 34
dealers, will be set forth in the applicable Prospectus Supplement.
Underwriters, dealers and agents participating in a distribution of the Offered
Securities (including agents only soliciting or receiving offers to purchase
Offered Securities on behalf of the Company) may be deemed to be underwriters,
and any discounts and commissions received by them and any profit realized by
them on resale of the Offered Securities may be deemed to be underwriting
discounts and commissions, under the Act. Underwriters, dealers and agents may
be entitled, under agreements entered into with the Company, to indemnification
against and contribution toward certain civil liabilities, including liabilities
under the Act. The Company may agree to reimburse underwriters or agents for
certain expenses incurred in connection with the distribution of the Offered
Securities.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents or dealers acting as the Company's agents to solicit offers by
certain institutions to purchase Offered Securities from the Company at the
public offering price set forth in such Prospectus Supplement pursuant to
delayed delivery contracts ("Contracts") providing for payment and delivery on
the date or dates stated in such Prospectus Supplement. Each Contract will be
for an amount not less than, and the aggregate principal amount of Offered
Securities sold pursuant to Contracts shall be not less nor more than, the
respective amounts stated in such Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions but will in all cases be subject
to the approval of the Company. Contracts will not be subject to any conditions
except (i) the purchase by an institution of the Offered Securities covered by
its Contracts shall not at the time of delivery be prohibited under the laws of
any jurisdiction in the United States to which such institution is subject, and
(ii) if the Offered Securities are being sold to underwriters, the Company shall
have sold to such underwriters the total principal amount of the Offered
Securities less the principal amount thereof covered by Contracts.
Each underwriter, dealer and agent participating in the distribution of any
Offered Securities which are issuable as Bearer Securities will agree that it
will not offer, sell or deliver, directly or indirectly, Bearer Securities in
the United States or to United States persons (other than qualifying financial
institutions), in connection with the original issuance of the Offered
Securities. See "THE DEBT SECURITIES -- Limitations on Issuance of Bearer
Securities."
Offers of the Securities may not be made in Great Britain except to persons
whose ordinary business it is to buy or sell shares or debentures, whether as
principal or agent, and this Prospectus and any Prospectus Supplement or any
other offering material relating to the Securities may not be distributed in or
from Great Britain except to persons whose business involves the acquisition and
disposal, or the holding, of securities, whether as principal or as agent.
Certain of the underwriters, dealers or agents and their associates may be
customers of, engage in transactions with, and perform services for, the Company
in the ordinary course of business.
Each offering of the Offered Securities will be conducted in compliance
with any applicable requirements of Schedule E to the By-Laws of the National
Association of Securities Dealers, Inc. This Prospectus may be used by an
affiliate of the Company in connection with offers and sales related to market
making activities. Any such affiliate may act as principal or agent in any such
transactions. Such sales will be made at prices related to the prevailing market
prices at the time of sale.
EXPERTS
The Company only and consolidated financial statements of the Corporation
as of December 31, 1993 and 1992 and for each of the years in the three-year
period ended December 31, 1993 incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended December 31, 1993,
have been so incorporated in reliance on the report of Price Waterhouse,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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<PAGE> 35
LEGAL OPINION
The legality of the Securities offered hereby will be passed upon for the
Company by Robert B. Adams, Senior Vice President and Deputy General Counsel of
the Company and the Bank. As of September 30, 1994, Mr. Adams was the beneficial
owner of or had options to purchase less than 0.1% of the outstanding shares of
Common Stock of the Company.
29
<PAGE> 36
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY, THE NOTES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO
WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE FACTS SET FORTH IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS OR IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Annual Results......................... S-2
Ratios of Earnings to Fixed Charges.... S-2
Description of Notes................... S-3
Underwriting........................... S-5
Experts................................ S-6
Legal Opinions......................... S-6
PROSPECTUS
Available Information.................. 2
Incorporation of Certain Documents
by Reference......................... 2
The Chase Manhattan Corporation........ 3
Regulatory Developments................ 4
Use of Proceeds........................ 4
Ratios of Earnings to Fixed Charges.... 4
Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend
Requirements......................... 5
Description of Debt Securities......... 5
The Senior Securities.................. 11
The Subordinated Securities............ 14
Description of Preferred Stock......... 17
Description of Common Stock............ 21
Description of Warrants................ 22
Plan of Distribution................... 27
Experts................................ 28
Legal Opinion.......................... 29
</TABLE>
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- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
$150,000,000
THE CHASE MANHATTAN
CORPORATION
8.80% SUBORDINATED NOTES
DUE 2000
------------------------------
PROSPECTUS SUPPLEMENT
------------------------------
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH & CO.
BEAR, STEARNS & CO. INC.
January 17, 1995
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- ------------------------------------------------------
