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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )(1/)
THE CHASE MANHATTAN CORPORATION
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $2 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
161610100
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(CUSIP NUMBER)
William H. McDavid with a copy to:
General Counsel
Chemical Banking Corporation Lee Meyerson, Esq.
270 Park Avenue Simpson Thacher & Bartlett
New York, New York 10017 425 Lexington Avenue
(212) 270-6000 New York, New York 10017-3909
(212) 455-2000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
AUGUST 27, 1995
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement /X/.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent of
such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
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(1/) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 161610100 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Chemical Banking Corporation
IRS Identification No. 13-2624428
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED TO ITEMS
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
34,585,381 (See Item 5)
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8 SHARED VOTING POWER
NUMBER OF SHARES 18,380 (See Item 5)
BENEFICIALLY ----------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH 34,578,353 (See Item 5)
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10 SHARED DISPOSITIVE POWER
29,294 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,607,647
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.62%
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14 TYPE OF REPORTING PERSON*
HC (BK)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to
the Common Stock, par value $2 per share ("Chase Common Stock"), of The Chase
Manhattan Corporation, a bank holding company incorporated under the laws of
the State of Delaware ("Chase"). The address of Chase's principal executive
offices is 1 Chase Manhattan Plaza, New York, New York 10081.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) This Statement is being filed by Chemical
Banking Corporation, a bank holding company incorporated under the laws of the
State of Delaware ("Chemical"). Chemical's principal banking subsidiaries are
Chemical Bank ("Chemical Bank"), a banking corporation organized under the laws
of the State of New York, and Texas Commerce Bank, National Association, a
national banking association and a subsidiary of Texas Commerce Equity
Holdings, Inc. ("Texas Commerce"), a Delaware holding company subsidiary of
Chemical headquartered in Texas. In addition, Chemical has investments in
other companies that make available a variety of banking and related financial
services. The address of Chemical Bank and of the principal office of Chemical
is 270 Park Avenue, New York, New York 10017.
The name, address, present principal occupation or employment,
and citizenship of each director and executive officer of Chemical are set
forth on Schedule I hereto and are incorporated herein by reference.
(d), (e) During the last five years, neither Chemical nor, to
the best knowledge of Chemical, any of its executive officers or directors has
(i) been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violations with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As more fully described in Item 4 of this Statement, Chase has
granted to Chemical an option pursuant to which Chemical has the right, upon
the occurrence of certain events, to purchase from Chase up to 34,551,183
shares of Chase Common Stock (or such greater number as shall at the time equal
19.9% of the then outstanding shares of Chase Common Stock) for $51.875 per
share, subject to customary anti-dilution adjustments (the "Option"). If
Chemical were to exercise the Option in full, the funds required to purchase
the shares of Chase Common Stock issuable upon such exercise would be
approximately $1.79 billion (based upon the number of shares currently subject
to the Option). It is currently anticipated that such funds would be provided
from Chemical's working capital or by borrowings from other sources yet to be
determined.
ITEM 4. PURPOSE OF TRANSACTION.
On August 27, 1995, Chemical and Chase entered into an
Agreement and Plan of Merger (the "Merger Agreement"), providing for the merger
(the "Merger") of Chase into Chemical. The Merger Agreement provides that,
upon consummation of the Merger, the separate corporate existence of Chase will
cease, each share of Chase Common Stock (other than shares of Chase Common
Stock that are owned by Chase as treasury stock or are owned by Chemical or any
wholly owned subsidiary of Chemical or Chase, other than shares in trust
accounts, managed accounts and the like that are beneficially owned by third
parties (which will be cancelled and retired) and fractional shares (which will
be converted into cash) will be converted into 1.04 shares of Common Stock,
par value $1.00 per share, of Chemical ("Chemical Common Stock") and each
outstanding share of Preferred Stock, par value $2 per share ("Chase Preferred
Stock"), of Chase will be converted into one share of a series of Chemical's
preferred stock having substantially the same rights, preferences and
privileges as the shares of Chase Preferred Stock being converted. Chemical
has agreed in the Merger Agreement to use all reasonable efforts to cause all
shares of stock issued in connection with the Merger to be approved for listing
on the New York Stock Exchange, Inc.
Concurrently with and as a condition to the execution and
delivery of the Merger Agreement, Chemical and Chase also entered into a Stock
Option Agreement (the "Chase Stock Option Agreement"), pursuant to which
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Chase granted to Chemical the Option. Concurrently with and as a condition to
the execution and delivery of the Merger Agreement, Chemical and Chase entered
into a Stock Option Agreement (the "Chemical Stock Option Agreement and,
together with the Chase Stock Option Agreement, the "Stock Option Agreements"),
pursuant to which Chemical granted to Chase an option, on substantially
identical terms as set forth in the Chase Stock Option Agreement, to purchase
from Chemical, upon the occurrence of certain events, up to 50,170,882 shares
of Chemical Common Stock (or such greater number as shall at the time equal
19.9% of the then outstanding shares of Chemical Common Stock) for $53.50 per
share, subject to customary anti-dilution adjustments. In addition, in
connection with the execution and delivery of the Merger Agreement, each of
Chemical and Chase amended their respective shareholders' rights plans to
provide that the other party would not become an "Acquiring Person" or, in the
case of Chemical's shareholders' rights plan, an "Adverse Person", and that
consequently the transactions contemplated by the Merger Agreement and the
Stock Option Agreements would not result in a "Distribution Date," a "Stock
Acquisiton Date" or a "Triggering Event" under such shareholders' rights plans.
Pursuant to the Merger Agreement, a new board of directors of
Chemical will be established, effective as of the Merger, which will include
members of the current Chase and Chemical boards of directors, as set forth
in Exhibit 5.10(a) to the Merger Agreement, and certain persons will be elected
effective as of the Merger to certain offices of Chemical, as set forth in
Exhibit 5.10(b) to the Merger Agreement.
The parties intend that promptly following the Merger,
Chemical Bank, a subsidiary of Chemical, and The Chase Manhattan Bank, N.A., a
subsidiary of Chase, will be merged.
The preceding summary of certain provisions of the Merger
Agreement, the amendment to Chemical's shareholders' rights plan and the Stock
Option Agreements is not intended to be complete and is qualified in its
entirety by reference to the full text of such agreements, copies of which are
filed as Exhibits 2, 4, 10(a) and 10(b), respectively, to Chemical's Current
Report on Form 8-K, dated August 27, 1995, as filed with the Securities and
Exchange Commission (the "Commission") on August 29, 1995, and which are
incorporated herein by reference.
Except as set forth herein, Chemical has no plans or proposals
with respect to Chase that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) Under the Chase Stock Option Agreement, Chemical
does not have the right to acquire any shares of Chase Common Stock unless
certain specified events occur. If the Option were to become exercisable,
Chemical would be entitled to purchase upon exercise of the Option (subject to
receipt of any necessary regulatory approvals) 34,551,183 shares of Chase
Common Stock (or such greater number as shall at the time equal 19.9% of the
then outstanding shares of Chase Common Stock), subject to customary anti-
dilution adjustments. If Chemical were to exercise the Option, it would have
sole power to vote and, subject to the terms of the Chase Stock Option
Agreement, sole power to direct the disposition of, the shares of Chase Common
Stock covered thereby. Because the Option will not be exercisable unless and
until certain specified events occur, Chemical disclaims beneficial ownership
of any shares of Chase Common Stock subject to the Option.
As of August 28, 1995, subsidiaries of Chemical, in the
ordinary course of their trust and investment management business, held 56,464
shares of Chase Common Stock in trust accounts, managed accounts or under
similar arrangements on behalf of third parties (collectively, "Trust
Accounts"), constituting approximately 0.03% of the shares of Chase Common
Stock that would be issued and outstanding if the Option had been exercised as
of August 27, 1995. Chemical has sole voting power with respect to 34,198
shares of Chase Common Stock held in Trust Accounts, shared voting power with
respect to 18,380 shares of Chase Common Stock held in Trust Accounts, sole
dispositive power with respect to 27,170 shares of Chase Common Stock held in
Trust Accounts and shared dispositive power with respect to 29,294 shares of
Chase Common Stock held in Trust Accounts.
To the best knowledge of Chemical, none of its directors or
executive officers beneficially owns any shares of Chase Common Stock, except
that Mr. Harold S. Hook, a director of Chemical, beneficially owns 5,321 shares
of Chase Common Stock.
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(c) Neither Chemical nor, to the best knowledge of Chemical,
any of its directors or executive officers, has effected any transaction in
shares of Chase Common Stock for its or his own account during the past 60
days. In the ordinary course of their trust, brokerage and investment
management business, subsidiaries of Chemical may have effected transactions in
shares of Chase Common Stock during the past 60 days on behalf of Trust
Accounts.
(d) The beneficiaries of Trust Accounts have the right to
receive or the power to direct the payment of dividends and proceeds from the
sale of shares of Chase Common Stock held in such Trust Accounts.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in response to Items 3, 4 and 5 hereof,
neither Chemical nor, to the best knowledge of Chemical, any of its directors
or executive officers, has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of Chase, including, but not limited to, transfer or voting of any
securities of Chase, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Agreement and Plan of Merger, dated as of August 27,
1995, between Chase and Chemical (filed as Exhibit 2
to Chemical's Current Report on Form 8-K dated August
27, 1995, as filed with the Commission on August 29,
1995, and incorporated herein by reference).
(b) Stock Option Agreement, dated as of August 27, 1995,
between Chase and Chemical (filed as Exhibit 10(a) to
Chemical's Current Report on Form 8-K dated August
27, 1995, as filed with the Commission on August 29,
1995, and incorporated herein by reference).
(c) Stock Option Agreement, dated as of August 27, 1995
between Chemical and Chase (filed as Exhibit 10(b) to
Chemical's Current Report on Form 8-K dated August
27, 1995, as filed with the Commission on August
29, 1995, and incorporated herein by reference)
(d) Amendment No. 2, dated as of August 27, 1995, to
Rights Agreement, dated as of April 13, 1989, between
Chemical and Chemical Bank, as Rights Agent (filed as
Exhibit 4 to Chemical's Current Report on Form 8-K
dated August 27, 1995, as filed with the Commission
on August 29, 1995, and incorporated herein by
reference).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
CHEMICAL BANKING CORPORATION
By: /s/ John B. Wynne
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Name: John B. Wynne
Title: Secretary
Dated: September 6, 1995
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SCHEDULE I
Each of the persons named below is a citizen of the United
States of America.
<TABLE>
<CAPTION>
Name Principal Occupation or Employment; Business or Residence Address
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DIRECTORS
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
Michel C. Bergerac Chairman of the Board and Chief Executive Officer
Bergerac & Co., Inc.
425 Park Avenue, 24th Floor
New York, New York 10022
Randolph W. Bromery President and Chief Executive Officer
Springfield College
263 Alden Street
Springfield, Massachusetts 01109
Charles W. Duncan, Jr. Private Investor
Duncan Interests
600 Travis, Suite 6100
Houston, Texas 77002
Melvin R. Goodes Chairman of the Board and Chief Executive Officer
Warner-Lambert Company
201 Tabor Road
Morris Plains, New Jersey 07950
George V. Grune Chairman of the Board
Dewitt Wallace-Reader's Digest Funds
Lila Wallace-Reader's Digest Funds
36 Hyde Lane
Westport, Connecticut 06880
William B. Harrison, Jr. Vice Chairman
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
Harold S. Hook Chairman and Chief Executive Officer
American General Corporation
P.O. Box 3247
Houston, Texas 77253
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
J. Bruce Llewellyn Chairman of the Board and Chief Executive Officer
The Philadelphia Coca-Cola Bottling Company
725 East Erie Avenue
Philadelphia, Pennsylvania 19134
</TABLE>
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<TABLE>
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John P. Mascotte Consultant, and Retired Chairman and Chief Executive Officer
The Continental Corporation
222 Purchase Street, Suite 345
Rye, New York 10580
John F. McGillicuddy Retired Chairman of the Board and Chief Executive Officer
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
Edward D. Miller President
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
Walter V. Shipley Chairman of the Board and Chief Executive Officer
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
Andrew C. Sigler Chairman of the Board and Chief Executive Officer
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
Michael I. Sovern President Emeritus and Chancellor Kent
Professor of Law
Columbia University
West 116th Street and Broadway
New York, New York 10027
John R. Stafford Chairman, President and Chief Executive Officer
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
W. Bruce Thomas Private Investor
Blackburn Road, Route #4
Sewickley, Pennsylvania 15143
Marina V. N. Whitman Professor of Business Administration and Public Policy
University of Michigan
701 Tappan Street
Ann Arbor, Michigan 48109
Richard D. Wood Retired Chairman and Chief Executive Officer
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
</TABLE>
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<TABLE>
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EXECUTIVE OFFICERS
William B. Harrison, Jr. Vice Chairman
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
William C. Langley Executive Vice President and Chief Credit and Risk Policy Officer
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
Edward D. Miller President
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
Walter V. Shipley Chairman of the Board and Chief Executive Officer
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
Peter J. Tobin Executive Vice President and Chief Financial Officer
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
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