As filed with the Securities and Exchange Commission on July 12, 1994
- -- Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
CHEMICAL BANKING CORPORATION
(Exact name of issuer as specified in its charter)
____________________
Delaware
(State or other jurisdiction of incorporation or organization)
13-2624428
(I.R.S. Employer Identification No.)
270 Park Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
CHEMICAL BANKING CORPORATION --
1992 STOCK OPTION PLAN OF
MARGARETTEN FINANCIAL CORPORATION
and
CHEMICAL BANKING CORPORATION --
1993 LONG TERM INCENTIVE PLAN OF
MARGARETTEN FINANCIAL CORPORATION
(Full title of the plans)
John B. Wynne, Secretary
Chemical Banking Corporation
270 Park Avenue, New York, New York 10017
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (212) 270-2000
Copy to:
William H. McDavid, Esq.
General Counsel
Chemical Banking Corporation
270 Park Avenue New York, New York 10017
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered per Share (1) Offering Fee
Price (1)
Common Stock,
$1 par value 1,000,000 $38.125 $38,125,000.00 $13,146.55
per share
(including purchase
shares rights for
units of Junior
Participating
Preferred Stock (2))
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Prior to the occurrence of certain events, the purchase rights for units
of Junior Participating Preferred Stock from the Common Stock.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amou
offered or sold pursuant to the employee benefits plan described herein.
<PAGE>
CHEMICAL BANKING CORPORATION --
1992 STOCK OPTION PLAN OF
MARGARETTEN FINANCIAL CORPORATION
and
CHEMICAL BANKING CORPORATION --
1993 LONG TERM INCENTIVE PLAN OF
MARGARETTEN FINANCIAL CORPORATION
PART II: INFORMATION
REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are incorporated herein by reference the following documents of
Chemical Banking Corporation, a Delawarecorporation (the "Corporation" or
"Registrant"), heretofore filed by it with the Securities
"Commission"):
(a) Annual Report on Form 10-K for the year ended December 31, 1993.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.
(c) Current Reports on Form 8-K dated January 21, 1994, April 20, 1994,
June 1, 1994, June 20, 1994, and July 7, 1994.
(d) Definitive Proxy Statement for the Annual Meeting of Stockholders
of the Corporation held on May 17, 1994.
(e) The description of the Corporation's Common Stock and purchase rights
for units of Junior Participating Preferred Stock set forth in the
Corporation's Registration Statements filed pursuant to Securities Exchange Act
of 1934 (the "Exchange Act") and any amend of updating these descriptions.
All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act subsequent to the dateof this Registration Statement on
Form S-8 and prior to the filing of a post-effective amendment on
Form S-8 which indicates that all securities offered hereunder have be
unsold shall be deemed to be incorporated by reference in this Registration
Statement on Form S-8 and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified on Form S-8 to the
extent that a statement contained in any other subsequently file
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement on Form S-8.
Item 5. Interests of Named Experts and Counsel
The validity of the Common Stock, $1 par value, of the Corporation
(the "Common Stock") offered pursuant to this Registration Statement on
Form S-8 will be passed upon by the Corporation by Neila B. Radin, Esq.,
Assistant General Counsel of Chemical Bank. Ms. Radin owns or has the right
to acquire shares of common Stock of the Corporation in an amount that does
not exceed .005% of the outstanding Common Stock of the Corporation.
The financial statements of the Corporation incorporated herein
by reference to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1993 have been so incorporated
in reliance on the reports of Price
Waterhouse, independent accountants, given the authority of such firm as
experts in accounting and auditing.
Item 6. Indemnification of Officers and Directors
The Registrant's Certificate of Incorporation empowers the Registrant
to indemnify any director, officer,
employee or agent of the Registrant or any other person who is serving at the
Registrant's request in any such capacity with
another corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, an employee benefit
plan) to the fullest extent permitted under the Delaware General Corporation
Law (the "DGCL") as from time to time in
effect, and any such indemnification may continue as to any person who has
ceased to be a director, officer, employee or
agent and may inure to the benefit of the heirs, executors and administrators
of such a person.
The Registrant's Certificate of Incorporation also empowers the
Registrant by action of its Board of Directors
to purchase and maintain insurance in such amounts as the Board of Directors
deems appropriate to protect any director,
officer, employee or agent of the Registrant or any other person who is
serving at the Registrant's request in any such
capacity with another corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, an
employee benefit plan) against any liability asserted against him or incurred
by him in any such capacity arising out of his
status as such (including, without limitation, expenses, judgments, fines
and amounts paid in settlement) to the fullest extent
permitted under the DGCL as from time to time in effect, whether or not the
Registrant would have the power or be required
to indemnify any such individual under the terms of any agreement or
By-Law or the DGCL.
In addition, the Registrant's By-Laws require indemnification to the
fullest extent permitted under the DGCL,
as from time to time in effect. The By-Laws provide a clear and unconditional
right to indemnification for expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by any director
or officer of the Registrant in connection with any actual or threatened
proceeding (including, to the extent permitted by law,
any derivative action) by reason of the fact that such person is or was
serving as a director, officer, employee or agent of
the Registrant or, at the request of the Registrant, of another corporation,
partnership, joint venture, trust or other enterprise
(including, without limitation, an employee benefit plan). The By-Laws
specify that the right to indemnification so provided
is a contract right, set forth certain procedural and evidentiary
standards applicable to the enforcement of a claim under the
By-Laws, entitle the persons to be indemnified to be reimbursed for the
expenses of prosecuting any such claim against the
Registrant and entitle them to have all expenses incurred in advance of the
final disposition of a proceeding paid by the
Registrant. Such provisions, however, are intended to be in
furtherance and not in limitation of the general right to
indemnification provided in the By-Laws.
<PAGE>
Item 8. List of Exhibits
5 Opinion of Neila B. Radin, Esq., Assistant General Counsel of
Chemical Bank, with respect to the securities being registered.
24.1 Consent of Neila B. Radin, Esq. (included in Exhibit 5).
24.2 Consent of Price Waterhouse.
25 Powers of Attorney.
Exhibit 9. Undertakings
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 the 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.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered 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 the 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 this registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the registration statement
is on Form S-3 or Form S-8 and 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 this registration statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each 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 which remain unsold at the termination of the offering.
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 provisions
described in Item 6 above, 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.
SIGNATURES
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 the 12th day of
July 1994.
CHEMICAL BANKING CORPORATION
(Registrant)
By /s/John B. Wynne
John B. Wynne
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signatures Capacity Date
* Chairman and Chief Executive July 12, 1994
Walter V. Shipley Officer and Director
* President and Director July 12, 1994
Edward D. Miller
* Vice Chairman and July 12, 1994
William B. Harrison, Jr. Director
* Director July 12, 1994
Frank A. Bennack, Jr.
* Director July 12, 1994
Michel C. Bergerac
* Director July 12, 1994
Randolph W. Bromery
* Director July 12, 1994
Charles W. Duncan, Jr.
* Director July 12, 1994
Melvin R. Goodes
* Director July 12, 1994
George V. Grune
* Director July 12, 1994
Harold S. Hook
* Director July 12, 1994
Helene L. Kaplan
* Director July 12, 1994
J. Bruce Llewellyn
* Director July 12, 1994
John P. Mascotte
* Director July 12, 1994
John F. McGillicuddy
* Director July 12, 1994
Andrew C. Sigler
* Director July 12, 1994
Michael I. Sovern
* Director July 12, 1994
John R. Stafford
* Director July 12, 1994
W. Bruce Thomas
* Director July 12, 1994
Marina v.N. Whitman
* Director July 12, 1994
Richard D. Wood
Chief Financial Officer
and Executive Vice President
(Principal Financial
* Officer) July 12, 1994
Peter J. Tobin
Controller and
Senior Vice President
(Principal Accounting
* Officer) July 12, 1994
Joseph L. Sclafani
________________________
* John B. Wynne hereby signs this Registration Statement on Form S-8 on
July 12, 1994 on behalf of each of the indicated persons for whom he is
attorney-in-fact pursuant to a power of attorney filed herewith.
By /s/John B. Wynne
John B. Wynne
Secretary
EXHIBIT INDEX
Page
Exhibit 5 Opinion of Neila B. Radin, Esq. 9
with respect to the Securities
being registered
Exhibit 24.1 Consent of Neila B. Radin, Esq. 9
(included in Exhibit 5)
Exhibit 24.2 Consent of Price Waterhouse. 10
Exhibit 25 Powers of Attorney. 11
July 12, 1993
Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 3-11
Washington, D. C. 20549
Chemical Banking Corporation --
1992 Stock Option Plan of Margaretten Financial Coporation
and
Chemical Banking Corporation --
1993 Long Term Incentive Plan of Margaretten Financial Corporation
Dear Sirs:
I am an Assistant General Counsel of Chemical Bank and have acted as counsel to
Chemical Banking Corporation, a Delaware corporation (the "Company"), in
connection
with the registration statement on Form S-8 (the "Registration Statement")
being filed by
the Company on the date hereof with the Securities and Exchange Commission
under the
Securities Act of 1933 (the "Act") with respect to an aggregate 1,000,000
shares of
Common Stock, $1 par value per share (the "Shares"), to be issued pursuant
to the
Chemical Banking Corporation -- 1992 Stock Option Plan of Margaretten Financial
Corporation and the Chemical Banking Corporation 1993 Long Term Incentive
Plan of
Margaretten Financial Corporation (collectively, the "Plans").
In so acting I have examined originals, or copies certified or otherwise
identified to my
satisfaction, of such documents, corporate records and other instruments as
I have
deemed necessary or appropriate for the purposes of this opinion. Based upon
the
foregoing, I am of the opinion that when the Registration Statement has become
effective
under the Act and the Shares are issued in accordance with the respective
terms of the
Plans, the Shares will be duly authorized, validly issued and fully paid and
non-assessable shares of the Company's Common Stock, $1 par value per share.
I know that I am referred to in Item 5 of Part II of the Registration
Statement and I
hereby consent to the use of my name in such Item 5 and to the use of this
opinion for
filing with the Registration Statement as Exhibit 5 thereto. In giving such
consent, I do
not thereby admit that I am in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/Neila B. Radin
Neila B. Radin
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form
S-8 of Chemical Banking Corporation, of our report dated January 18, 1994
appearing on page 52 of Section B of the Annual Report on Form 10-K of
Chemical Banking Corporation
for the year ended December 31, 1993. We also consent to the reference to us
as Experts in
Item 5 of Part II in such Registration Statement.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE
New York, New York
July 12, 1994
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
directors and officers of Chemical Banking Corporation, a Delaware corporation
(the
"Corporation"), hereby constitutes and appoints WALTER V. SHIPLEY, EDWARD D.
MILLER, WILLIAM B. HARRISON JR., PETER J. TOBIN, ZISSIMOS A.
FRANGOPOULOS AND JOHN B. WYNNE, and each of them severally, his or her true
and lawful attorneys-in-fact and agents, with the power to act with or without
the others
and with full power of substitution and resubstitution, for and on behalf of
him or her
and in him or her name, place and stead, in any capacities, to perform any
and all acts
and do all things and to execute any and all instruments which said
attorneys-in-fact and
agents and each of them may deem necessary or desirable to enable the
corporation to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and
requirements of the Securities and Exchange Commission thereunder in
connection with
the registration under said Act of shares of Common Stock, par value $1.00
per share
to be offered and issued pursuant to certain employee benefit plans of
Margaretten
Financial Corporation as authorized by resolutions of the Board of Directors
of the
Corporation adopted at a regular meeting of the Board held on June 21, 1994
(the
"Securities"), including without limiting the generality of the foregoing,
power and
authority to sign the name of each undersigned director and officer in such
capacity, to
a Registration Statement or Registration Statements to be filed with the
Securities and
Exchange Commission with respect to any Securities, to any and all amendments
to said
Registration Statement or Registration Statements, (including post-effective
amendments)
and to any and all instruments or documents to be filed as part of or in
connection with
said Registration Statement or Registration Statements or any and all
amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such
Registration Statement or Registration Statements; and to do any and all acts
and all
things and to execute any and all instruments which said attorneys-in-fact and
agents and
each of them may deem necessary or desirable to enable the Corporation to
comply with
the Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities Exchange Act of 1934, as amended, and to appear
before
the Securities and Exchange Commission thereunder, including specifically, but
without
limiting the generality of the foregoing, power of authority to sign the name
of each
undersigned director or officer in such capacity, to any application, report,
instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said Corporation with the Securities and
Exchange
Commission, hereby granting to such attorneys-in-fact and agents, and each of
them, full
power to do and perform any and all acts and things requisite and necessary to
be done
as he or she might or could do in person, and hereby ratifying and confirming
all that
said attorney-in-fact and agents and each of them any lawfully do or cause to
be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 21th day of June, 1994.
SIGNATURES
/s/Walter V. Shipley
Walter V. Shipley
/s/Edward D. Miller
Edward D. Miller
/s/William B. Harrison, Jr.
William B. Harrison, Jr.
/s/Frank A. Bennack, Jr.
Frank A. Bennack, Jr.
/s/Michel C. Bergerac
Michel C. Bergerac
/s/Randolph W. Bromery
Randolph W. Bromery
/s/Charles W. Duncan, Jr.
Charles W. Duncan, Jr.
/s/Melvin R. Goodes
Melvin R. Goodes
SIGNATURES
/s/George V. Grune
George V. Grune
/s/Harold S. Hook
Harold S. Hook
/s/Helene L. Kaplan
Helene L. Kaplan
/s/J. Bruce Llewellyn
J. Bruce Llewellyn
/s/John P. Mascotte
John P. Mascotte
/s/John. F. McGillicuddy
John F. McGillicuddy
/s/Andrew C. Sigler
Andrew C. Sigler
/s/Michael I. Sovern
Michael I. Sovern
SIGNATURES
/s/John R. Stafford
John R. Stafford
/s/W. Bruce Thomas
W. Bruce Thomas
/s/Marina v.N. Whitman
Marina v.N. Whitman
/s/Richard D. Wood
Richard D. Wood
/s/Peter J. Tobin
Peter J. Tobin
/s/Joseph L. Scalfani
Joseph L. Sclafani
