UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)<F1>
THE CHASE MANHATTAN CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $2 PER SHARE
- --------------------------------------------------------------------------------
(Title of class of securities)
161610100
- --------------------------------------------------------------------------------
(CUSIP number)
William H. McDavid with a copy to:
General Counsel
The Chase Manhattan 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
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
March 31, 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 the statement /_/. (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.
____________________
[FN]
<F1> 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).
(Continued on following pages)
(Page 1 of 10 Pages)<PAGE>
SCHEDULE 13D
CUSIP No. 161610100 Page 2 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Chase Manhattan Corporation (formerly Chemical Banking
Corporation)
IRS Identification No. 13-2624428
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED TO ITEMS 2(d)
or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
No shares of Common Stock, par value $2 per share, of The Chase
Manhattan Corporation remain outstanding
<PAGE>
CUSIP No. 161610100 Page 3 of 10 Pages
14 TYPE OF REPORTING PERSON*
HC (BK)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 161610100 Page 4 of 10 Pages
The Statement on Schedule 13D of The Chase Manhattan Corporation
(formerly Chemical Banking Corporation) (the "Company"), dated September 6,
1995 (the "Statement"), is hereby amended and supplemented as follows:
Item 2. Identity and Background.
The merger (the "Merger") of The Chase Manhattan Corporation ("Old
Chase") with and into Chemical Banking Corporation ("Chemical") was consummated
on March 31, 1996. As a result of the Merger, the Company, which is the
surviving corporation of the Merger, changed its name from "Chemical Banking
Corporation" to "The Chase Manhattan Corporation". The principal bank
subsidiaries of the Company are currently The Chase Manhattan Bank (National
Association), a national banking association ("Chase Bank"), Chemical Bank, a
New York banking corporation ("Chemical Bank"), and Texas Commerce Bank
National Association, a subsidiary of Texas Commerce Equity Holdings, Inc., a
Delaware holding company subsidiary of the Company. Chase Bank and Chemical
Bank have entered into an agreement pursuant to which Chase Bank will merge
with and into Chemical Bank, with Chemical Bank continuing as the surviving
corporation in the bank merger under the name "The Chase Manhattan Bank". The
bank merger is expected to be completed in July 1996.
The principal executive offices of the Company are located at 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 the Company as of the
date hereof are set forth on Schedule I hereto and are incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
As a result of the Merger, no shares of common stock, par value $2
per share (the "Old Chase Common Stock"), of Old Chase remain outstanding. At
the effective time of the Merger, each issued and outstanding share of Old
Chase Common Stock that was owned by Old Chase as treasury stock or was owned
by Chemical or any wholly owned subsidiary of Old Chase or Chemical (other than
shares in trust accounts, managed accounts and the like that were beneficially
owned by third parties) were cancelled and retired. Each issued and
outstanding share of Old Chase Common Stock (other than those cancelled as
described in the preceding sentence and other than fractional shares which were
converted into cash) was converted into 1.04 shares of Common Stock, par value
$1.00 per share, of the Company.
The option granted by Old Chase to Chemical, pursuant to which
Chemical had the right, upon the occurrence of certain events, to purchase from
Old Chase up to 34,551,183 shares of Old Chase Common Stock (or such greater
number as at the time of purchase equalled 19.9% of the then outstanding shares
of Old Chase Common Stock) for $51.875 per share, subject to customary anti-
dilution adjustments, terminated at the effective time of the Merger.
<PAGE>
CUSIP No. 161610100 Page 5 of 10 Pages
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.
THE CHASE MANHATTAN CORPORATION
By: /s/ John B. Wynne
Name: John B. Wynne
Title: Secretary
Dated: April 25, 1996
<PAGE>
CUSIP No. 161610100 Page 6 of 10 Pages
SCHEDULE I
Each of the persons named below is a citizen of the United States of
America, except for John H. McArthur who is a citizen of Canada.
Name Principal Occupation or Employment; Business or
Residence Address
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.
110 East 59th Street, 20th Floor
New York, New York 10022
Susan V. Berresford President
The Ford Foundation
320 E. 43rd Street
New York, New York 10017
Randolph W. Bromery President
Springfield College
263 Alden Street
Springfield, Massachusetts 01109
M. Anthony Burns Chairman of the Board,
President and Chief Executive Officer
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
Charles W. Duncan, Jr. Private Investor
Duncan Interests
600 Travis, Suite 6100
Houston, Texas 77002
James L. Ferguson Retired Chairman and Chief Executive Officer
General Foods Corporation
P.O. Box 1457
Charleston, South Carolina 29401
H. Laurance Fuller Chairman of the Board and Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
Melvin R. Goodes Chairman of the Board and Chief Executive Officer
Warner-Lambert Company
201 Tabor Road
Morris Plains, New Jersey 07950
<PAGE>
CUSIP No. 161610100 Page 7 of 10 Pages
William H. Gray, III President and Chief Executive Officer
United Negro College Fund, Inc.
8260 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, Virginia 22031
George V. Grune Chairman of the Board
Dewitt Wallace-Reader's Digest Fund
Lila Wallace-Reader's Digest Fund
Two Park Avenue
New York, New York 10016
William B. Harrison, Jr. Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Harold S. Hook Chairman and Chief Executive Officer
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, New York 10022
David T. Kearns Retired Chairman and Chief Executive Officer
The Xerox Corporation
P.O. Box 10340
Stamford, Connecticut 06904-2340
E. Michel Kruse Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Thomas G. Labrecque President and Chief Operating Officer
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Delano E. Lewis President and Chief Executive Officer
National Public Radio
635 Massachusetts Avenue, N.W. -- 6th Floor
Washington, D.C. 20001
J. Bruce Llewellyn Chairman of the Boards of
The Philadelphia Coca-Cola Bottling Company
The Coca-Cola Bottling Company of Wilmington, Inc.
Queen City Broadcasting, Inc.
30 Rockefeller Plaza, 29th Floor
New York, New York 10112
Paul W. MacAvoy William Brothers Professor of Management Studies
Yale School of Management
P.O. Box 208200
New Haven, CT 06520-8200
<PAGE>
CUSIP No. 161610100 Page 8 of 10 Pages
John P. Mascotte Chairman
The Missouri Corporation of Johnson & Higgins
4520 Main Street, Suite 900
Kansas City, Missouri 64111
John H. McArthur George Fisher Baker Professor, Emeritus
Harvard Graduate School of Business Administration
Fowler 32 -- Soldiers Field Road
Boston, Massachusetts 02163
John F. McGillicuddy Retired Chairman of the Board and Chief Executive
Officer
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
David T. McLaughlin President and Chief Executive Officer
The Aspen Institute
WYE Center, Carmichael Road
Queenstown, Maryland 21658
Edward D. Miller Senior Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Edmund T. Pratt, Jr. Chairman Emeritus
Pfizer Inc.
Astors Lane
Port Washington, New York 11050
Henry B. Schacht Chairman of the Board and Chief Executive Officer
Lucent Technologies Inc.
600 Mountain Avenue, Rm. 6A611
Murray Hill, New Jersey 07974
Walter V. Shipley Chairman of the Board and Chief Executive Officer
The Chase Manhattan 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
435 West 116th Street and Amsterdam Avenue
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
<PAGE>
CUSIP No. 161610100 Page 9 of 10 Pages
Donald H. Trautlein Retired Chairman
Bethlehem Steel Corporation
452 North New Street
Bethlehem, Pennsylvania 18018
Marina v. N. Whitman Professor of Business Administration and Public
Policy
University of Michigan
411 Lorch Hall, 611 Tappan Street
Ann Arbor, Michigan 48109-1220
Richard D. Wood Retired Chairman and Chief Executive Officer
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
<PAGE>
CUSIP No. 161610100 Page 10 of 10 Pages
EXECUTIVE OFFICERS
William B. Harrison, Jr. Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
E. Michel Kruse Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Thomas G. Labrecque President and Chief Operating Officer
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Edward D. Miller Senior Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Walter V. Shipley Chairman of the Board and Chief Executive Officer
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
