<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Chemical Banking Corporation
____________________________________________________________
(Name of Issuer)
Common Stock, $1.00 par value per share
____________________________________________________________
(Title of Class of Securities)
163-722101
____________________________________________________________
(CUSIP Number)
Ronald C. Mayer
Secretary
The Chase Manhattan Corporation
1 Chase Manhattan Plaza
New York, New York 10081
(212) 552-2222
____________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 27, 1995
____________________________________________________________
(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 five percent
or less 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.
*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. 163-722101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Chase Manhattan Corporation
IRS Identification No. 13-2633613
____________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/X/
____________________________________________________________
3 SEC USE ONLY
____________________________________________________________
4 SOURCE OF FUNDS*
WC: OO
____________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
____________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
____________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 50,258,989**
______________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
______________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 50,258,989**
______________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH
____________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
50,258,989**
____________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
____________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.66%
____________________________________________________________
14 TYPE OF REPORTING PERSON*
HC;CO
____________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
** The shares of Chemical Banking Corporation ("Chemical") common stock
covered by this report are purchasable by The Chase Manhattan
Corporation ("Chase") upon exercise of an option granted to Chase as
of August 27, 1995, and described in Item 4 of this report. Prior to
the exercise of the option, Chase is not entitled to any rights as a
shareholder of Chemical as to the shares covered by the option. The
option may only be exercised upon the happening of certain events
referred to in Item 4, none of which has occurred as of the date
hereof. Chase expressly disclaims beneficial ownership of any of the
shares of common stock of Chemical which are purchasable by Chase upon
exercise of the option.
Also included in this report are 88,107 shares of Chemical common
stock held by The Chase Manhattan Bank, N.A., ("Chase Bank") as trustee
or custodian as of September 2, 1995, over which it has voting or
dispositive power. Chase expressly disclaims beneficial ownership of any
of these shares of Chemical common stock.
The number of shares indicated represents 19.9% of the total
outstanding shares of common stock of Chemical as of July 31, 1995,
excluding shares issuable upon exercise of the option.
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Item 1. Security and Issuer.
This statement relates to the common stock of Chemical Banking
Corporation ("Chemical"), par value $1.00 per share ("Chemical Common
Stock"). Chemical is a Delaware corporation whose principal executive
offices are located at 270 Park Avenue, New York, New York 10017.
Item 2. Identity and Background.
This statement is being filed by The Chase Manhattan
Corporation, a Delaware corporation ("Chase"), whose principal executive
offices are located at 1 Chase Manhattan Plaza, New York, New York 10081.
Chase is a bank holding company registered under the Bank Holding Company
Act of 1956, as amended (the "BHC Act").
Neither Chase nor, to the best of Chase's knowledge, any of
Chase's directors or executive officers has during the last five years been
convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has Chase or, to the best of Chase's knowledge,
any of its directors or executive officers been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in 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 violation with respect to such laws.
Attached hereto as Annex A is an appendix to Item 2 setting
forth, to the best of Chase's knowledge as of the date hereof, certain
additional information concerning the directors and executive officers of
Chase. The information contained in Annex A is incorporated herein by
reference.
Item 3. Source and Amount of Funds or Other Consideration.
It is presently anticipated that any purchases of shares of
Chemical Common Stock as described in Item 4 would be made with funds
obtained from Chase's working capital and funds available for investment.
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Item 4. Purpose of Transaction.
In connection with an Agreement and Plan of Merger, dated as of
August 27, 1995 (the "Merger Agreement"), between Chase and Chemical, and
in consideration thereof, Chemical granted to Chase on August 27, 1995 an
option (the "Option") to purchase, under certain circumstances described
therein, up to 50,170,882 shares of Chemical Common Stock at a purchase
price per share equal to $53.50 (the "Purchase Price"). Based on the
number of shares of Chemical Common Stock outstanding on July 31, 1995, the
Option would be exercisable for 19.9% of the outstanding shares of Chemical
Common Stock.
The Option was issued to Chase pursuant to a Stock Option
Agreement, dated as of August 27, 1995 (the "Chemical Option Agreement"),
between Chemical and Chase, which was an inducement to and a condition of
Chase's willingness to execute the Merger Agreement. The Merger Agreement
provides, among other things, for the merger (the "Merger") of Chase with
and into Chemical. Upon consummation of the Merger, which is subject to
the approval of Chase and Chemical stockholders, regulatory approvals, and
the satisfaction or waiver of various other terms and conditions, holders
of Chase Common Stock would receive 1.04 shares of Chemical Common Stock
for each share of Chase Common Stock, subject to adjustment under certain
circumstances, and each share of the eight outstanding series of Chase
preferred stock (i.e., Preferred Stock, 10-1/2% Series G, stated value
$25.00 per share; Preferred Stock, 9.76% Series H, stated value $25.00 per
share; Preferred Stock, 10.84% Series I, stated value $25.00 per share;
Preferred Stock, 9.08% Series J, stated value $25.00 per share; Preferred
Stock, 8-1/2% Series K, stated value $25.00 per share; Preferred Stock,
8.32% Series L, stated value $25.00 per share; Preferred Stock, 8.40%
Series M, stated value $25.00 per share; Preferred Stock, Adjustable Rate
Series N, stated value $25.00 per share) would be converted into the right
to receive one share of preferred stock, without par value, of Chemical
containing substantially identical terms as the series of Chase preferred
stock to be exchanged therefor.
If Chase is not in material breach of the Merger Agreement or
the Chase Option Agreement (defined below), Chase may exercise the Option,
in whole or in part, at any time and from time to time following the
happening of certain events (each a "Purchase Event"), including:
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(a) any person (other than Chase or any subsidiary of Chase) shall
have commenced or filed a registration statement under the
Securities Act of 1933, as amended, with respect to, a tender
offer or exchange offer to purchase any shares of Chemical Common
Stock such that, upon consummation of such offer, such person or
a group of which such person is a member shall have acquired
beneficial ownership, or the right to acquire beneficial
ownership, of 15% or more of the then outstanding Chemical Common
Stock;
(b) Chemical or any subsidiary of Chemical shall have authorized,
recommended, proposed or publicly announced an intention to
authorize, recommend or propose, or entered into, an agreement
with any person (other than Chase or any subsidiary of Chase) to
(i) effect a merger, consolidation or otherwise business
combination involving Chemical or any of its significant
subsidiaries, (ii) sell, lease or other dispose of assets or
deposits of Chemical or its subsidiaries aggregating 20% or more
of the consolidated assets or deposits of Chemical and its
subsidiaries or (iii) issue, sell or otherwise dispose of
securities representing 15% or more of the voting power of
Chemical or any of its significant subsidiaries (any of the
foregoing an "Acquisition Transaction");
(c) any person (other than Chase or any subsidiary of Chase) shall
have acquired beneficial ownership or the right to acquire
beneficial ownership of, or a group of which such person is a
member shall have been formed which beneficially owns or has the
right to acquire beneficial ownership of, shares of Chemical
Common Stock (other than shares held in trust, managed, custodial
or nominee accounts and the like, or held by mutual funds for
which such person or a Subsidiary of such person acts as an
investment advisor, that in any such case are beneficially owned
by third parties) aggregating 15% or more of the then outstanding
Chemical Common Stock; or
(d) the holders of Chemical Common Stock shall not have approved the
Merger Agreement at the meeting of such stockholders held for the
purpose of voting on the Merger Agreement, such meeting shall not
have been held or shall have been cancelled prior to termination
of the Merger Agreement or
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Chemical's Board of Directors shall have withdrawn or modified in
a manner adverse to Chase or to Chase's ability to consummate the
transactions contemplated by the Merger Agreement the
recommendation of Chemical's Board of Directors with respect to
the Merger Agreement, in each case after any person (other than
Chase or any subsidiary of Chase) shall have (i) publicly
announced a proposal, or publicly disclosed an intention to make
a proposal, to engage in an Acquisition Transaction or (ii) filed
an application (or given a notice), whether in draft or final
form, under the BHC Act, or the Change in Bank Control Act of
1978 for approval to engage in an Acquisition Transaction;
provided, that the Option will terminate on the earliest to occur of
certain events, including:
(a) the effective time of the Merger Agreement;
(b) 18 months after the first occurrence of a Purchase Event; or
(c) termination of the Merger Agreement prior to the occurrence of a
Purchase Event.
Upon the occurrence of certain events set forth in the Chemical
Option Agreement, the Option must be repurchased by Chemical (the
"Repurchase") or converted into, or exchanged for, an option of another
corporation (the "Substitute Option"). In addition, the Chemical Option
Agreement grants certain registration rights ("Registration Rights") to
Chase with respect to the shares represented by the Option. The terms of
such Repurchase, Substitute Option and Registration Rights are set forth in
the Chemical Option Agreement.
A copy of each of the Merger Agreement, including the exhibits
thereto, and of the Chemical Option Agreement is included as an exhibit to
Chase's Current Report on Form 8-K, dated August 28, 1995 and is
incorporated herein by reference, and the foregoing summary, as well as the
other information contained in this report, is qualified in its entirety by
reference thereto.
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Item 5. Interest in Securities of the Issuer.
The number of shares of Chemical Common Stock covered by the
option is equal to 50,170,882, which constitutes (1) 19.9% of Chemical
Common Stock based on the shares of Chemical Common Stock issued and
outstanding on July 31, 1995 or (2) 16.66% of the shares of Chemical Common
Stock that would be outstanding after giving effect to the exercise of the
Option. Shares of Chemical Common Stock held by Chase Bank,
as trustee or custodian totaled 88,107 at September 2, 1995.
Chase disclaims any beneficial ownership of the shares of
Chemical Common Stock which are purchasable by Chase upon exercise of the
Option, because the Option is exercisable only in the circumstances
referred to in Item 4 above, none of which has occurred as of this date.
If the Option were exercised, Chase would have the sole right to vote or to
dispose of the shares of Chemical Common Stock issued as a result of such
exercise. Chase also disclaims any beneficial ownership with respect to
shares of Chemical Common Stock held by Chase Bank, as
trustee or custodian.
Other than as set forth in this Item 5, to the best of Chase's
knowledge as of the date hereof (i) neither Chase nor any subsidiary or
affiliate of Chase nor any of Chase's executive officers or directors,
beneficially owns any shares of Chemical Common Stock, and (ii) there have
been no transactions in the shares of Chemical Common Stock effected during
the past 60 days by Chase, nor to the best of Chase's knowledge, by any
subsidiary or affiliate of Chase or any of Chase's executive officers or
directors, except certain transactions by the subsidiaries of Chase
referred to above with respect to shares held as trust account shares.
No other person is known by Chase to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the Chemical Common Stock obtainable by Chase upon exercise of
the Option.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the execution of the Merger Agreement, Chase
entered into (i) a Stock Option Agreement, dated as of August 27, 1995 (the
"Chase Option Agreement"), pursuant to which Chase granted to Chemical an
option to purchase, under certain circumstances described therein, up to
19.9% of the outstanding shares of Chase Common Stock at a purchase price
of $51.875 per share, and (ii) an Amendment to Chase's Rights Agreement
(the "Chase Rights Plan"). The Chase Option Agreement contains
substantially identical terms as the Chemical Option Agreement. The
Amendment to the Chase Rights Plan was entered into in order to exclude
from the definition of "Acquiring Person" (as defined in the Rights
Agreement) Chemical and its affiliates as a result of any acquisition of
beneficial ownership of Chase Common Stock pursuant to either the Chase
Stock Option Agreement or the Merger. Consequently, the transactions
contemplated by the Merger Agreement and the Chase Stock Option Agreement
will not result in a "Distribution Date," "Stock Acquisition Date" or
"Triggering Event" under the Rights Agreement.
In connection with the execution of the Merger Agreement and
the Chemical Option Agreement, Chemical entered into Amendment No. 2 to the
Chemical Rights Agreement (the "Chemical Rights Plan") in order exclude
from the definition of "Acquiring Person" and "Adverse Person" (as defined
in the Chemical Rights Plan) Chase and its affiliates as a result of any
acquisition of beneficial ownership of Chemical Common Stock pursuant to
either the Chemical Stock Option Agreement or the Merger. Consequently,
the transactions contemplated by the Merger Agreement and the Chemical
Stock Option Agreement will not result in a "Distribution Date," "Stock
Acquisition Date" or "Triggering Event" under the Rights Agreement.
A copy of each of the Chase Option Agreement and the Amendment
to the Chase Rights Plan is included as an exhibit to Chase's Current
Report on Form 8-K, dated August 28, 1995 and is incorporated herein by
reference. A copy of Amendment No. 2 to the Chemical Rights Plan is
included as an exhibit to Chemical's Current Report on Form 8-K, dated
August 27, 1995 and is incorporated herein by reference.
<PAGE> 9
Item 7. Material to Be Filed as Exhibits.
The following documents are exhibits to this Schedule 13D and
are incorporated herein by reference:
Exhibit No. Description
1. The Merger Agreement
2. The Chemical Option Agreement
3. The Chase Option Agreement
4. The Chase Rights Agreement Amendment
5. The Chemical Rights Agreement
Amendment.
The summary of such documents set forth herein is qualified in
its entirety by reference thereto.
<PAGE> 10
Annex A
Appendix to Item 2
Principal employment
Position with and principal
Name and residence* The Chase Manhattan business
or business address Corporation employer
- ------------------- ----------------------- -----------------------
Thomas G. Labrecque Chairman of the Board Chase Bank
Donald L. Boudreau Vice Chairman of the Chase Bank
Board and Director
Richard J. Boyle Vice Chairman of the Chase Bank
Board and Director
E. Michel Kruse Vice Chairman of the Chase Bank
Board and Director
Susan V. Berresford Director Executive Vice
President
Ford Foundation
M. Anthony Burns Director Chairman of the
Board- Ryder System,
Inc.
Jairo A. Estrada Director Chairman of the
Board- Garden Way
Incorporated
James L. Ferguson Director Retired Chairman -
General Foods
Corporation
H. Laurance Fuller Director Chairman of the
Board- Amoco
Corporation
William H. Gray, III Director President - United
Negro College Fund,
Inc.
David T. Kearns Director Retired Chairman
Xerox Corporation
Delano E. Lewis Director President - National
Public Radio
<PAGE> 11
Paul W. MacAvoy Director Williams Brothers
Professor of
Management Studies-
Yale University
John H. McArthur Director Dean - Harvard
Graduate School of
Business
David T. McLaughlin Director Chairman of the Board
- Aspen Institute
Edmund T. Pratt, Jr. Director Chairman Emeritus
- Pfizer, Inc.
Henry B. Schacht Director Chairman of the
Executive Committee-
Cummins Engine
Company, Inc.
Donald H. Trautlein Director Retired Chairman
Bethlehem Steel
Corporation
Richard J. Canty Executive Vice President Chase Bank
and Treasurer
Deborah L. Duncan Executive Vice President Chase Bank
A. Wright Elliott Executive Vice President Chase Bank
John J. Farrell Executive Vice President Chase Bank
Robert D. Hunter Senior Executive Chase Bank
Vice President
Arjun K. Mathrani Executive Vice President Chase Bank
and Chief Financial Officer
L. Edward Shaw, Jr. Executive Vice President Chase Bank
and General Counsel
Lester J. Stephens,Jr. Senior Vice President Chase Bank
Douglas T. Williams Executive Vice President Chase Bank
*All of the directors and executive officers are citizens of the United
States except for John H. McArthur who is a citizen of Canada. All have as
their business address: c/o The Chase Manhattan Corporation, 1 Chase
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Manhattan Plaza, 29th Floor, New York, New York 10081, attention:
Secretary.
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.
Dated: September 6, 1995
THE CHASE MANHATTAN CORPORATION
/s/ Ronald C. Mayer
------------------------------------
Ronald C. Mayer
Secretary
<PAGE> 13
EXHIBIT INDEX
-------------
Exhibit No. Description
- ---------- -----------
1. Agreement and Plan of Merger, dated as
of August 27, 1995, between The Chase
Manhattan Corporation ("Chase") and
Chemical Banking Corporation
("Chemical"), including exhibits
(incorporated by reference from Exhibit
(2) to Chase's Current Report on Form 8-
K, dated August 28, 1995, File No. 1-
5945 (the "Chase 8-K").
2. Stock Option Agreement, dated as of
August 27, 1995, between Chemical and
Chase (incorporated by reference from
Exhibit (10)(a) to the Chase 8-K).
3. Stock Option Agreement, dated as of
August 27, 1995, between Chase and
Chemical (incorporated by reference
from Exhibit (10)(b) to the Chase 8-K).
4. Amendment, dated as of August 27, 1995,
to the Rights Agreement, dated as of
February 15, 1989 (the "Rights
Agreement"), between Chase and Mellon
Bank, N.A., as successor Rights Agent
(incorporated by reference from Exhibit
(4)(b) to the Chase 8-K).
5. Amendment, dated as of August 27, 1995,
to the Rights Agreement, dated as of
April 13, 1989, between Chemical and
Chemical Bank, as Rights Agent
(incorporated by reference from Exhibit
(4) to Chemical's Current Report on
Form 8-K, dated August 27, 1995, File
No. 1-5805).
