<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 13, 1995
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
THE CHASE MANHATTAN CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-2633613
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)
1 Chase Manhattan Plaza, New York, New York 10081
(212) 552-2222
(Address, including zip code, and telephone number, including ar
ea code, of Registrant's principal executive offices)
THE CHASE MANHATTAN STOCK OPTION
PROGRAM FOR EMPLOYEES
(Full Title of the Plan)
_______________
ARJUN K. MATHRANI LESTER J. STEPHENS, JR.
Executive Vice President Senior Vice President
and Chief Financial Officer and Controller
RICHARD J. CANTY RONALD C. MAYER
Executive Vice President Secretary
and Treasurer
1 Chase Manhattan Plaza, New York, New York 10081
(212) 552-2222
(Name, address, including zip code, and telephone number, including
area code, of agents for service)
Copies to:
ROBERT B. ADAMS, ESQ.
The Chase Manhattan Corporation
1 Chase Manhattan Plaza
New York, New York 10081
_________________
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------
Title of Amount to Be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Per Offering
Share (1) Price (1)
- -----------------------------------------------------------------
Common Stock,
par value $2.00
per share.... 12,000,000 Shares
$47.125 $565,500,000 $195,000
Junior Participating
Preferred Stock Purchase
Rights....... 12,000,000 Rights
- -----------------------------------------------------------------
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the
proposed maximum offering price per share and the proposed
maximum aggregate offering price are estimated solely for the
purpose of calculating the registration fee and are based upon
the maximum price at which the options may be exercised.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan(s) described herein.
=================================================================
<PAGE> 2
PART II
Item 3. Incorporation of Certain Documents By Reference.
There are incorporated herein by reference the following
documents of the Corporation heretofore filed by it with the
Securities and Exchange Commission:
(i) Annual Report on Form 10-K for the year ended December
31, 1994, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act") including, without limitation,
the portions of The Chase Manhattan Corporation 1994 Annual
Report incorporated therein.
(ii) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995 filed pursuant to Section 13 of
the Exchange Act.
(iii) Current Reports on Form 8-K dated January 17, 1995,
January 17, 1995, January 26, 1995, April 17, 1995, April 19,
1995, May 2, 1995, May 4, 1995, May 17, 1995, July 17, 1995,
August 28, 1995 and October 16, 1995 filed pursuant to Section 13
of the Exchange Act.
(iv) Definitive Proxy Statement dated March 10, 1995,
filed pursuant to Section 14 of the Exchange Act and used in
connection with the 1995 Annual Meeting of Stockholders.
(v) Definitive Proxy Statement/Prospectus dated October
31, 1995, filed as part of a Registration Statement on Form S-4
under the Securities Act of 1933 (No. 33-63833).
(vi) The description of the Common Stock contained in Item
14 of the Corporation's General Form for Registration of
Securities on Form 10, as amended by amendments thereto on Form 8
filed June 20, 1969, April 8, 1988, May 17, 1990 and April 19,
1993.
(vii) The description of the Corporation's Junior
Participating Preferred Stock Purchase Rights contained in the
Registration Statement on Form 8-A filed February 17, 1989, as
amended.
All documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment to the Registration
Statement which indicates that all of the shares of Common Stock
offered hereunder have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. The foregoing
incorporation
<PAGE> 3
by reference shall not include any information described in Item
402(a)(8) of the Commission's Regulation S-K.
Item 4. Description of Securities.
Only securities registered under Section 12 of the Exchange
Act are being offered and the information required by this item
is incorporated by reference herein. See "Incorporation of
Certain Documents by Reference."
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of the Corporation as
of December 31, 1994 and 1993 and for each of the years in the
three-year period ending December 31, 1994 incorporated in this
Prospectus by reference to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1994, 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.
The validity of the shares of Common Stock offered hereunder
will be passed upon for the Corporation by Robert B. Adams,
Senior Vice President and Deputy General Counsel of the
Corporation and The Chase Manhattan Bank, N.A. As of September
30, 1995, 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 Corporation.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides
for the indemnification of directors and officers of corporations
organized thereunder in certain circumstances. In addition, said
Section 145 grants to each such corporation the power to
indemnify its directors and officers against liability for
certain of their acts.
The Restated Certificate of Incorporation and By-Laws of the
Corporation provide that directors and officers of the
Corporation shall be indemnified to the fullest extent permitted
by the laws of the State of Delaware against liability for
certain of their acts.
Directors' and officers' liability insurance has also been
obtained by the Corporation, the effect of which is to indemnify
the directors and officers of the Corporation against certain
damages and expenses because of certain claims made against them
caused by their negligent act, error or omission.
Item 7. Exemption From Registration Claimed.
This item is not applicable.
<PAGE> 4
Item 8. Exhibits.
*4.1 Restated Certificate of Incorporation of the
Corporation (incorporated herein by reference to
Exhibit (4)(r) to the Corporation's Registration
Statement on Form S-3, File No. 33-58144).
*4.2 Certificate of Designation, Preferences and Rights
of Preferred Stock, Adjustable Rate Series N, of The
Chase Manhattan Corporation (incorporated herein by
reference to Exhibit 4(e) to the Corporation's Current
Report on Form 8-K dated April 29, 1994, File No. 1-
5945).
*4.3 By-Laws of the Corporation (incorporated herein by
reference to Exhibit 3(ii) to the Corporation's Current
Report on Form 8-K dated May 17, 1995, File No. 1-
5945).
*4.4 Rights Agreement dated as of February 15, 1989
between The Chase Manhattan Corporation and The Chase
Manhattan Bank, N.A. as Rights Agent (incorporated
herein by reference to Exhibit 28 to the Corporation's
Annual Report on Form 10-K for the year ended December
31, 1988, File No. 1-5945).
*4.5 Amendment, dated as of August 27, 1995, to the
Rights Agreement (incorporated herein by reference to
Exhibit 4(b) to the Corporation's Current Report on
Form 8-K dated August 28, 1995, File No. 1-5945).
4.6 Form of Certificate for Common Stock.
*4.7 Form of Rights Certificate (included in Exhibit 4.4).
5 Opinion of Robert B. Adams, Senior Vice President
and Deputy General Counsel of the Corporation, as to
the legality of the Common Stock being registered and
to be issued by the Corporation.
*20 Definitive Proxy Statement/Prospectus, dated October
31, 1995 (incorporated herein by reference to the
Registration Statement on Form S-4, File No. 33-63833).
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Robert B. Adams (included in Exhibit 5).
24 Power of Attorney (appearing on page 7).
__________________
* Incorporated herein by reference.
<PAGE> 5
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, of the securities offered hereby, a post-effective
amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that the undertakings in paragraphs (i) and
(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered hereby
which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<PAGE> 6
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
<PAGE> 7
POWER OF ATTORNEY
The Registrant and each person whose signature appears below
hereby authorizes any agent for service named in this
Registration Statement to file one or more amendments (including,
without limitation, post-effective amendments) to this
Registration Statement, which amendments may make such changes in
this Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby
appoints any such agent for service as attorney-in-fact to
execute in the name and on behalf of the Registrant and each such
person, individually and in each capacity stated below, any such
amendments to this Registration Statement.
__________________________
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York,
State of New York, on this 13th day of November, 1995.
THE CHASE MANHATTAN CORPORATION
By: /s/ Thomas G. Labrecque
(Thomas G. Labrecque)
(Chairman of the Board)
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Thomas G. Labrecque Director November 13, 1995
(Thomas G. Labrecque) Chairman of the Board
(Principal Executive Officer)
/s/ Donald L. Boudreau Director November 13, 1995
(Donald L. Boudreau)
/s/ Richard J. Boyle Director November 13, 1995
(Richard J. Boyle)
/s/ E. Michel Kruse Director November 13, 1995
(E. Michel Kruse)
<PAGE> 8
/s/ Susan V. Berresford Director November 13, 1995
(Susan V. Berresford)
/s/ M. Anthony Burns Director November 13, 1995
(M. Anthony Burns)
/s/ James L. Ferguson Director November 13, 1995
(James L. Ferguson)
/s/ H. Laurance Fuller Director November 13, 1995
(H. Laurance Fuller)
/s/ William H. Gray, III Director November 13, 1995
(William H. Gray, III)
Director November __, 1995
(David T. Kearns)
/s/ Delano E. Lewis Director November 13, 1995
(Delano E. Lewis)
/s/ Paul W. MacAvoy Director November 13, 1995
(Paul W. MacAvoy)
/s/ John H. McArthur Director November 13, 1995
(John H. McArthur)
/s/ David T. McLaughlin Director November 13, 1995
(David T. McLaughlin)
/s/ Edmund T. Pratt, Jr. Director November 13, 1995
(Edmund T. Pratt, Jr.)
/s/ Henry B. Schacht Director November 13, 1995
(Henry B. Schacht)
/s/ Donald H. Trautlein Director November 13, 1995
(Donald H. Trautlein)
/s/ Arjun K. Mathrani Executive Vice November 13, 1995
(Arjun K. Mathrani) President and Chief
Financial Officer
(Principal Financial Officer)
/s/ Lester J. Stephens, Jr. Senior Vice November 13, 1995
(Lester J. Stephens, Jr.) President and Controller
(Principal Accounting Officer)
<PAGE> 9
EXHIBIT INDEX
Exhibit Description
*4.1 Restated Certificate of Incorporation.
*4.2 Certificate of Designation, Preferences and Rights of
Preferred Stock, Adjustable Rate Series N.
*4.3 By-laws.
*4.4 Rights Agreement.
*4.5 Amendment to the Rights Agreement.
4.6 Form of Certificate of Common Stock.
*4.7 Form of Rights Certificate (included in Exhibit 4.4)
5 Opinion of Robert B. Adams.
*20 Definitive Proxy Statement/Prospectus, dated October 31,
1995 (incorporated herein by reference to the Registration
Statement on Form S-4, File No. 33-63833).
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Robert B. Adams (included in Exhibit 5).
24 Power of Attorney (appearing on page 7).
________________________________
* Incorporated herein by reference.
61918
<PAGE> 1
Robert B. Adams
Senior Vice President and
Deputy General Counsel
The Chase Manhattan Corporation
1 Chase Manhattan Plaza
New York, New York 10081
November 13, 1995
The Chase Manhattan Corporation
1 Chase Manhattan Plaza
New York, New York 10081
Re: Registration Statement on Form S-8
Dear Sirs:
I am the Deputy General Counsel of The Chase Manhattan
Corporation, a Delaware corporation (the "Company"), and have
acted as counsel to the Company in connection with the
registration by the Company under the Securities Act of 1933, as
amended (the "Act"), of up to 12,000,000 shares of its common
stock, par value $2.00 per share (the "Common Stock"), and the
attached Junior Participating Preferred Stock Purchase Rights
(the "Rights"), issuable pursuant to The Chase Manhattan Stock
Option Program for Employees (the "Program"). Such Common Stock
and Rights are being registered under the registration statement
on Form S-8 (the "Registration Statement") to which this opinion
is being filed as an exhibit.
In connection with this opinion, I have made such
investigations as I deemed appropriate and have examined the
proceedings heretofore taken, and am familiar with the procedures
proposed to be taken, by the Company in connection with the
authorization, issuance and sale of the Common Stock and the
Rights.
Based upon the foregoing and having regard to legal
considerations which I deem relevant, I am of the opinion that
when (i) the Registration Statement relating to the shares of the
Common Stock and attached Rights has become effective under the
Act and (ii) the Company has received the consideration to be
received for said shares in accordance with the provisions of the
Program and said shares of Common Stock have been duly issued by
the Company as provided under the Program, then the shares of
Common Stock will be duly authorized, validly issued, fully paid
and nonassessable.
<PAGE> 2
I am admitted to the Bar of the State of New York and
express no opinion as to the law of any jurisdiction other than
the law of the State of New York, the General Corporation Law of
the State of Delaware and the federal laws of the United States
of America.
I hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement and to the reference to me
under the caption "Interests of Named Experts and Counsel" in the
Registration Statement. By so consenting, I do not thereby admit
that I am within the category of persons whose consent is
required pursuant to Section 7 of the Act.
Very truly yours,
/s/ Robert B. Adams
61916
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January
17, 1995 appearing on page 50 of The Chase Manhattan Corporation
1994 Annual Report to Stockholders which is incorporated by
reference in The Chase Manhattan Corporation Annual Report on
Form 10-K for the year ended December 31, 1994. We also consent
to the reference to us under the heading "Interests of Named
Experts and Counsel" in this Registration Statement.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
November 13, 1995
61917
<PAGE> 1
(FACE OF COMMON STOCK CERTIFICATE)
(Picture of Salmon P. Chase)
NUMBER SHARES
________ ________
COMMON STOCK COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THE CHASE MANHATTAN CORPORATION
This is to certify that___________________ CUSIP___________
SEE REVERSE FOR CERTAIN DEFINITIONS
is the owner of __________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
The Chase Manhattan Corporation transferable on the books of
the Corporation in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. This
Certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.
Witness the signatures of its duly authorized officers.
Dated: _______
/s/ Thomas G. Labrecque /s/ Ronald C. Mayer
CHAIRMAN OF THE BOARD SECRETARY
Countersigned and Registered:
MELLON SECURITIES TRUST COMPANY
(New York, New York) Transfer Agent
and Registrar
By:
Authorized Signature
<PAGE> 2
(REVERSE SIDE OF COMMON STOCK CERTIFICATE)
THE CHASE MANHATTAN CORPORATION
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES
AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF
EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
SUCH REQUEST SHOULD BE ADDRESSED TO THE TRANSFER AGENT NAMED ON
THE FACE HEREOF.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM __ as tenants UNIF GIFT
in common MIN ACT--_________Custodian_________
(Cust) (Minor)
under Uniform Gifts to Minors
Act__________________________
(State)
TEN ENT __ as tenants
by the
entireties
JT TEN __ as joint tenants with
right of survivorship
and not as tenants in
common
Additional abbreviations may also be used though not in the above
list.
For value received, __________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER OF
ASSIGNEE
____________________
/___________________/____________________________________________
_________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP
CODE OF ASSIGNEE.
_________________________________________________________________
_
___________________________________________________________
Shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
________________________________________________________________
________________________________________________________________
Attorney to transfer the said stock on the books of the within
named Corporation with full power of substitution in the
premises.
Dated, _______________
_______________________________
Notice: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER.
This certificate also evidences and entitles the holder
hereof to certain Rights as set forth in the Rights Agreement
between The Chase Manhattan Corporation (the "Company") and The
Chase Manhattan Bank, N.A. (the "Rights Agent") dated as of
February 15, 1989 (the "Rights Agreement"), the terms of which
are hereby incorporated herein by reference and a copy of which
is on file at the principal offices of the Company. Under
certain circumstances, as set forth in the Rights Agreement, such
Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. The Company or the
Rights Agent will mail to the holder of this certificate a copy
of the Rights Agreement, as in effect on the date of mailing,
without charge promptly after receipt of a written request
therefor. Under certain circumstances set forth in the Rights
Agreement, Rights issued to, or held by, any Person who is, was
or becomes an Acquiring Person or any Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement),
whether currently held by or on behalf of such Person or by any
subsequent holder, may become null and void.
Effective September 3, 1991, Mellon Bank, N.A., was
appointed successor Rights Agent under the Rights Agreement, and
was thereby vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights
Agent under the Rights Agreement.
5722
