<PAGE> 1
============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report February 7, 1996
(Date of earliest event reported)
THE CHASE MANHATTAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5945 13-2633613
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1 Chase Manhattan Plaza 10081
New York, New York (Zip Code)
(Address of principal executive offices)
(212) 552-2222
(Registrant's telephone number, including area code)
Not Applicable(Former name or former address, if changed since
last report)
============================================================
<PAGE> 2
Item 5. Other Events
On February 7, 1996, The Chase Manhattan Corporation, a
Delaware corporation (the "Company"), entered into an
underwriting agreement covering the issue and sale of
$200,000,000 aggregate principal amount of 5.50% Notes Due 2001.
Said Notes were registered under the Securities Act of 1933
pursuant to the Company's shelf registration statement
(Registration Statement No. 33-55295).
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits
1.1 Underwriting Agreement, dated February 7, 1996,
among the Company and Chase Securities, Inc.,
Chemical Securities Inc., Morgan Stanley & Co.
Incorporated and UBS Securities Inc.
4.52 Form of global 5.50% Note Due 2001.
4.53 Form of definitive 5.50% Note Due 2001.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
THE CHASE MANHATTAN CORPORATION
(Registrant)
By:/s/ Richard J. Canty
-------------------------
Richard J. Canty
Executive Vice President
and Treasurer
February 8, 1996
<PAGE> 3
EXHIBIT INDEX
Exhibit Document
1.1 Underwriting Agreement, dated February 7, 1996,
among the Company and Chase Securities, Inc.,
Chemical Securities Inc., Morgan Stanley & Co.
Incorporated and UBS Securities Inc.
4.52 Form of global 5.50% Note Due 2001.
4.53 Form of definitive 5.50% Note Due 2001.
LGL1\65669-1
<PAGE> 1
UNDERWRITING AGREEMENT
February 7, 1996
THE CHASE MANHATTAN CORPORATION
1 Chase Manhattan Plaza
New York, New York 10081
Dear Sirs:
The undersigned (being herein called the "Under
writers") understand that The Chase Manhattan Corporation, a
Delaware corporation (the "Company"), proposes to issue and
sell $200,000,000 aggregate principal amount of its 5.50%
Notes Due 2001, constituting a series of Senior Debt
Securities (the "Offered Securities"). The Offered
Securities will be issued under the 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 terms of
the Offered Securities are set forth in the Company's
Registration Statement on Form S-3 (File No. 33-55295) and
the Basic Prospectus dated November 23, 1994 (as defined in
the Standard Provisions hereinafter referred to), as
supplemented by a Prospectus Supplement dated February 7,
1996.
All the provisions (including defined terms) contained
in the document entitled "The Chase Manhattan Corporation
Senior/Subordinated Debt Securities and Warrants
Underwriting Agreement Standard Provisions (November 1994)"
(the "Standard Provisions") attached hereto are incorporated
by reference herein in their entirety and shall be deemed to
be part of this Agreement to the same extent as if such
provisions had been set forth in full herein.
The Delivery Date referred to in Paragraph 4 of the
Standard Provisions shall be 10:00 A.M., New York City time,
on February 12, 1996. Subject to the terms and conditions
set forth or incorporated by reference herein, the Company
hereby agrees to sell and the Underwriters agree to
purchase, severally and not jointly, the respective
principal amounts of Offered Securities set forth opposite
their names in Exhibit A hereto at a purchase price of 99.29
per cent of their principal amount, plus accrued interest,
if any, on the Offered Securities from February 12, 1996 to
the Delivery Date.
In accordance with Clause (e) of Paragraph 6 of the
Standard Provisions, the Underwriters hereby confirm that
the following
<PAGE> 2
statements with respect to the public offering of the
Offered Securities are correct and were furnished to the
Company by or on behalf of the Underwriters for use in the
Registration Statement and the Prospectus:
(i) The first sentence of the second to last
paragraph of text on the cover page of the Prospectus
Supplement, concerning the terms of the offering by the
Underwriters;
(ii) The first paragraph on page S-2 of the
Prospectus Supplement, concerning stabilization and
over-allotment by the Underwriters;
(iii) The second paragraph of text under the
caption "Underwriting" in the Prospectus Supplement,
concerning the terms of the Offering by the
Underwriters; and
(iv) The third sentence of the third paragraph of
text under the caption "Underwriting" in the Prospectus
Supplement, concerning the Underwriters' intention to
make a market in the securities.
With respect to the Offered Securities, Section
9(g) of the Standard Provisions is amended to read, in its
entirety, as follows:
"(g) At the Delivery Date, Price Waterhouse shall have
furnished to the Representatives a letter, dated as of
the Delivery Date, in form and substance satisfactory
to the Representatives, confirming that they are
independent accountants within the meaning of the Act
and the Exchange Act and the respective applicable
rules and regulations of the Commission thereunder, and
stating, as of the date of such letter (or, with
respect to matters involving changes or developments
since the respective dates as of which specified
financial information is given in the Prospectus, as of
a date not more than five business days prior to the
date of such letter), the conclusions and findings of
such firm as to such financial information and other
matters as the Representatives shall reasonably
request."
The Underwriters will offer the Offered Securities for
sale upon the terms and conditions set forth in the
Prospectus.
The Underwriters will pay for the Offered Securities at
the time and place and in the manner set forth in the
Standard Provisions.
<PAGE> 3
Please confirm your agreement by having an authorized
officer sign a copy of this Agreement in the space set forth
below and returning a signed copy to us.
Very truly yours,
CHASE SECURITIES, INC.
CHEMICAL SECURITIES INC.
MORGAN STANLEY & CO.
INCORPORATED
UBS SECURITIES INC.
By: CHASE SECURITIES, INC.
By:/s/ Suzette Sands
--------------------
Name: Suzette Sands
Title: Managing Director
Accepted:
THE CHASE MANHATTAN CORPORATION
By: /s/ Richard J. Canty
---------------------
Name: Richard J. Canty
Title: Executive Vice President
and Treasurer
<PAGE> 4
Exhibit A
Principal Amount
Name Of Offered Securities
CHASE SECURITIES, INC. $50,000,000
CHEMICAL SECURITIES INC. 50,000,000
MORGAN STANLEY & CO. INCORPORATED 50,000,000
UBS SECURITIES INC. 50,000,000
==========
Total $200,000,000
65653
<PAGE> 1
IF THIS NOTE IS REGISTERED IN THE NAME OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITORY") (55 WATER STREET, NEW YORK,
NEW YORK) OR ITS NOMINEE, THIS NOTE 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 SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR
A NOMINEE OF SUCH DEPOSITORY UNLESS AND UNTIL THIS NOTE IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY A FEDERAL
AGENCY.
CUSIP: 161610CM0
REGISTERED REGISTERED
No. R-1 $200,000,000
THE CHASE MANHATTAN CORPORATION
5.50% NOTE DUE 2001
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
February 12, 1996 5.50% February 15, 2001
The Chase Manhattan Corporation, a Delaware corporation
(hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of Two
Hundred Million United States Dollars on February 15, 2001,
and to pay interest on said principal sum semi-annually in
arrears on February 15 and August 15 in each year,
commencing on August 15, 1996, at the rate of 5.50% per
annum, from February 12, 1996 or from the most recent
Interest Payment Date to which interest has been paid or
duly provided for, or, if the date hereof is an Interest
Payment Date to which interest has been paid or duly
provided for, then from the date hereof, until payment of
said principal sum has been made or duly provided for. The
interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in said
Indenture, be paid to the Person in whose name this 5.50%
Note Due 2001 (or one or more Predecessor Securities as
<PAGE> 2
defined in said Indenture) (the "Note") is registered at the
close of business on the February 1 or August 1, as the case
may be, immediately preceding such Interest Payment Date
("Regular Record Date"). Any such interest not so
punctually paid or duly provided for will forthwith cease to
be payable to the Holder on such Regular Record Date and may
be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee (as defined
below), notice whereof shall be given to Holders of Notes
(as defined below) not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. Interest payable at
maturity will be payable to the Person to whom principal is
payable. Payment of the principal of and interest on this
Note will be made in immediately available funds at the
office or agency of the Company maintained for such purpose
in The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debts. Payment of
interest may, at the option of the Company, be made by check
mailed to the registered address of the Person entitled
thereto.
This Note is one of a duly authorized series of
Securities (as defined below) of the Company designated as
the 5.50% Notes Due 2001 (herein called the "Notes") limited
in aggregate principal amount to $200,000,000, issued and to
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 (collectively, herein called the
"Indenture"), between the Company and Bankers Trust Company,
as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are, and are to be,
authenticated and delivered. The Indenture provides for the
issuance of senior debt securities (the "Securities") of the
Company in one or more series.
The Notes are not redeemable prior to maturity.
If an Event of Default (as defined in the Indenture)
shall occur and be continuing, the principal of all of the
Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.
<PAGE> 3
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights
of the Holders of Securities of each series to be affected
at any time by the Company and the Trustee with the consent
of the Holders of not less than 66 2/3% in principal amount
of the Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of
such series, to waive, with respect to the Securities of
such series, compliance by the Company with certain
provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made
upon this Note.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any)
and interest on this Note at the times, place and rates, and
in the coin or currency, herein prescribed.
As provided in the Indenture, and subject to certain
limitations therein set forth, this Note is transferable on
the Security Register of the Company, upon surrender of this
Note for registration of transfer at the office or agency of
the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes,
of any authorized denominations and of like tenor and for
the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to
certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes
of any authorized denominations and of like tenor, as
requested by the Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
<PAGE> 4
other governmental charge that may be imposed in connection
therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or of the Trustee may treat the Person in whose name
this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Unless otherwise defined in this Note, all terms used
in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
This Note shall be construed in accordance with and
governed by the laws of the State of New York.
Unless the Certificate of Authentication hereon has
been executed by or on behalf of the Trustee or its
authenticating agent under the Indenture by the manual
signature of one of its authorized officers, this Note shall
not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or in facsimile,
under its corporate seal.
THE CHASE MANHATTAN CORPORATION
Seal By:____________________________
By: __________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Bankers Trust Company, OR Bankers Trust Company,
as Trustee as Trustee
By: The Chase Manhattan Bank, N.A.
Authenticating Agent
By: _____________________ By: _________________________
Authorized Officer Authorized Signatory
<PAGE> 6
ABBREVIATIONS
The following abbreviations, when used in the
inscription on this instrument, shall be construed as though
they were written out in full according to applicable laws
or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT-- ...........Custodian
................
(Custodian) (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.
<PAGE> 7
__________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
___________________________________
____________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:
____________________________________________________________
____________________________________________________________
____________________________________________________________
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing
_______________________________________________________
attorney to transfer said Note on the books of the Company,
with full power of substitution in the premises.
Dated: ______________________
_______________________________
Signature Guaranteed:
__________________________
__________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the within
instrument in every particular, without alteration or
enlargement, or any change whatever.
65679
<PAGE> 1
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY A FEDERAL
AGENCY.
CUSIP:
REGISTERED REGISTERED
No. R- $
THE CHASE MANHATTAN CORPORATION
5.50% NOTE DUE 2001
The Chase Manhattan Corporation, a Delaware corporation
(hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay
to____________ or registered assigns, the principal sum of
_________________ United States Dollars on February 15,
2001, and to pay interest on said principal sum semi-
annually on February 15 and August 15 in each year,
commencing on August 15, 1996, at the rate of 5.50% per
annum, from February 12, 1996 or from the most recent
Interest Payment Date to which interest has been paid or
duly provided for, or, if the date hereof is an Interest
Payment Date to which interest has been paid or duly
provided for, then from the date hereof, until payment of
said principal sum has been made or duly provided for. The
interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in said
Indenture, be paid to the Person in whose name this 5.50%
Note Due 2001 (or one or more Predecessor Securities, as
defined in said Indenture) is registered at the close of
business on the February 1 or August 1, as the case may be,
immediately preceding such Interest Payment Date ("Regular
Record Date"). Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may be paid to the
Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee (as defined below),
notice whereof shall be given to Holders of Notes (as
defined below) not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. Interest payable at
maturity will be payable to the Person to whom principal is
payable. Payment of the principal of and interest on this
Note will be made at the office or agency of the Company
<PAGE> 2
maintained for such purpose in The City of New York, in such
coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and
private debts. Payment of interest may, at the option of
the Company, be made by check mailed to the registered
address of the Person entitled thereto.
This Note is one of a duly authorized series of
Securities (as defined below) of the Company designated as
the 5.50% Notes Due 2001 (herein called the "Notes") limited
in aggregate principal amount to $200,000,000, issued and to
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 (collectively, herein called the
"Indenture"), between the Company and Bankers Trust Company,
as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are, and are to be,
authenticated and delivered. The Indenture provides for the
issuance of senior debt securities (the "Securities") of the
Company in one or more series.
The Notes are not redeemable prior to maturity.
If an Event of Default (as defined in the Indenture)
shall occur and be continuing, the principal of all the
Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights
of the Holders of Securities of each series to be affected
at any time by the Company and the Trustee with the consent
of the Holders of not less than 66 2/3% in principal amount
of the Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities
of such series, to waive, with respect to the Securities of
such series, compliance by the Company with certain
provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof,
<PAGE> 3
whether or not notation of such consent or waiver is made
upon this Note.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any)
and interest on this Note at the times, place and rates, and
in the coin or currency, herein prescribed.
As provided in the Indenture, and subject to certain
limitations therein set forth, this Note is transferable on
the Security Register of the Company, upon surrender of this
Note for registration of transfer at the office or agency of
the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes,
of any authorized denominations and of like tenor and for
the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to
certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes
of any authorized denominations and of like tenor, as
requested by the Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection
therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or of the Trustee may treat the Person in whose name
this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Unless otherwise defined in this Note, all terms used
in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
This Note shall be construed in accordance with and
governed by the laws of the State of New York.
Unless the Certificate of Authentication hereon has
been executed by or on behalf of the Trustee or its
<PAGE> 4
authenticating agent under the Indenture by the manual
signature of one of its authorized officers, this Note shall
not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or in facsimile,
under its corporate seal.
THE CHASE MANHATTAN
CORPORATION
By: ____________________________
Seal Name:
Title:
By: ____________________________
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Bankers Trust Company, OR Bankers Trust Company,
as Trustee as Trustee
By: The Chase Manhattan Bank, N.A.
as Authenticating Agent
By: _____________________ By: _________________________
Authorized Officer Authorized Signatory
<PAGE> 6
ABBREVIATIONS
The following abbreviations, when used in the
inscription on this instrument, shall be construed as though
they were written out in full according to applicable laws
or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT-- ...........Custodian ..............
(Custodian) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
not as tenants in common
Additional abbreviations may also be used though not in the
above list.
<PAGE> 7
__________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
___________________________________
____________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:
____________________________________________________________
____________________________________________________________
____________________________________________________________
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing
_______________________________________________________
attorney to transfer said Note on the books of the Company,
with full power of substitution in the premises.
Dated: ______________________ __________________________
Signature Guaranteed:
__________________________
__________________________
NOTICE: The signature to this
assignment must correspond
with the name as written upon
the within instrument in every
particular, without alteration
or enlargement, or any change
whatever.
LGL1\65675-1
