SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
The Chase Manhattan Corporation
(Name of Issuer)
Common Stock
(Title of Class of
Securities)
(CUSIP Number) 161610100
MICHAEL F. PRICE, HEINE SECURITIES CORPORATION
51 JOHN F. KENNEDY PARKWAY
SHORT HILLS, NJ 07078 (201) 912-
2152
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1,
1996
(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 this
statement [ ]. (A fee is not required only if the filing
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 should 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 the
disclosures provided in a prior cover page.
The information required in 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).
(Continued on the following page(s))
Page 1 of 4 pages
<PAGE>
CUSIP No. 161610100 13D Page 2 of 4
pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heine Securities Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF INCORPORATION Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 13,586,352 (See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 13,586,352 (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 13,586,352 (See Items 2 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% (See Items 2 and 5)
14 TYPE OF REPORTING PERSON* IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 161610100 13D Page 3 of 4
pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael F. Price
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF INCORPORATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A (See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,586,352 (See Items 2 and 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH 13,586,352 (See Items 2 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 13,586,352 (See Items 2 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% (See Items 2 and 5)
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Items 5(a-b) and (c) of the Schedule 13D filed by the
undersigned on April 5, 1995 are hereby amended in their
entirety as follows:
Item 5. Interest in Securities of the Issuer
(a-b) Prior to the April 1, 1996 consummation of the merger
between the Chase Manhattan Corporation ("Chase") and
Chemical Banking Corporation ("Chemical"), advisory clients
of Heine Securities Corporation ("HSC") beneficially owned
approximately 11.3 million shares of Chase common stock, or
approximately 6.3% of the common shares then outstanding,
and less than 2 million shares of Chemical common stock, or
less than 1% of the common shares then outstanding. As a
result of the merger between Chase and Chemical, advisory
clients of HSC now beneficially own 13,586,352 shares of the
Issuer's Common Stock, representing approximately 3.1% of
the post merger Common Stock outstanding.
As the holder of sole voting and investment power over the
securities owned by its advisory clients, HSC (and therefore
Michael Price, the president of HSC) may be deemed to be,
for purposes of Rule 13d-3 under the Securities Exchange Act
of 1934, the beneficial owner of 13,586,352 shares of the
Common Stock. Although HSC has the sole power to vote or
direct to vote, and the sole power to dispose or to direct
the disposition of the shares of the Common Stock covered by
this Statement, both HSC and Mr. Price disclaim any economic
interest or beneficial ownership in any shares of the
Common Stock covered by this Statement.
(c) Other than the receipt of additional shares of Common
Stock in exchange for common shares of Chase previously held
by HSC's advisory clients in connection with the
consummation of the merger described above, there were no
transactions in the shares of the common stock of either
Chase or Chemical within the past sixty days.
Signatures
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.
Date: April 11, 1996
/s/ Michael F. Price
President
Heine Securities Corporation
/s/ Michael F. Price
