As filed with the Securities and Exchange Commission on August , 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 --
MARGARETTEN FINANCIAL CORPORATION
SAVINGS PLAN
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, 100,000 $38.25 $3,825,000 $1,318.97
$1 par value per shares
share (including
purchase 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 will not be evidenced
separately from the Common Stock.
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 benefits plan described
herein.<PAGE>
CHEMICAL BANKING CORPORATION --
MARGARETTEN FINANCIAL CORPORATION
SAVINGS PLAN
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 Delaware corporation (the "Corporation" or
"Registrant"), heretofore filed by it with The Securities and Exchange
Commission (the "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, July 7, 1994 and July 21, 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 Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act") and any amendment or
report filed for the purpose 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 date of this Registration
Statement on Form S-8 and prior to the filing of a post-effective amendment to
this Registration Statement on Form S-8 which indicates that all securities
offered hereunder have been sold or which deregisters all securities remaining
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 or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
on Form S-8 to the extent that a statement contained in any other
subsequently filed document which also is or is deemed 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
report of Price Waterhouse, independent accountants, given on 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
3.1 Restated Certificate of Incorporation of Chemical Banking
Corporation (incorporated by reference to Exhibit 3.1 of the Annual Report
on Form 10-K for the year ended December 31, 1993 of Chemical Banking
Corporation).
3.2 By-laws of Chemical Banking Corporation (incorporated by reference
to Exhibit 3.2 of the Annual Report on Form 10-K for the year ended December
31, 1993 of Chemical Banking Corporation).
4.1 Margaretten Financial Corporation Savings Plan, as amended.*
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.
* To be filed by amendement.
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 day of August 5, 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 andChief Executive August 5, 1994
Walter V. Shipley Officer and Director
* President and Director August 5, 1994
Edward D. Miller
* Vice Chairman and August 5, 1994
William B. Harrison, Jr. Director
* Director August 5, 1994
Frank A. Bennack, Jr.
* Director August 5, 1994
Michel C. Bergerac
* Director August 5, 1994
Randolph W. Bromery
* Director August 5, 1994
Charles W. Duncan, Jr.
* Director August 5, 1994
Melvin R. Goodes
* Director August 5, 1994
George V. Grune
* Director August 5, 1994
Harold S. Hook
* Director August 5, 1994
Helene L. Kaplan
* Director August 5, 1994
J. Bruce Llewellyn
* Director August 5, 1994
John P. Mascotte
* Director August 5, 1994
John F. McGillicuddy
* Director August 5, 1994
Andrew C. Sigler
* Director August 5, 1994
Michael I. Sovern
* Director August 5, 1994
John R. Stafford
* Director August 5, 1994
W. Bruce Thomas
* Director August 5, 1994
Marina v.N. Whitman
* Director August 5, 1994
Richard D. Wood
Chief Financial Officer
and Executive Vice President
(Principal Financial
* Officer) August 5, 1994
Peter J. Tobin
Controller and
Senior Vice President
(Principal Accounting
* Officer) August 5, 1994
Joseph L. Sclafani
________________________
* John B. Wynne hereby signs this Registration Statement on Form S-8 on
August 5, 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 3.1 Restated Certificate of Incorporation
of Chemical Banking Corporation
(incorporated by reference to Exhibit 3.1 of
the Annual Report on Form 10-K for the
year ended December 31, 1993 of
Chemical Banking Corporation).
Exhibit 3.2 By-laws of Chemical Banking Corporation
(incorporated by reference to Exhibit 3.2
of the Annual Report on Form 10-K for the
year ended December 31, 1993 of Chemical
Banking Corporation).
Exhibit 5 Opinion of Neila B. Radin, Esq.
with respect to the Securities
being registered
Exhibit 4.1 Margaretten Financial Corporation
Savings Plan, as amended
(to be filed by amendment)
Exhibit 24.1 Consent of Neila B. Radin, Esq.
(included in Exhibit 5)
Exhibit 24.2 Consent of Price Waterhouse.
Exhibit 25 Powers of Attorney.
August 5, 1994
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
Chemical Banking Corporation --
Margaretten Financial Corporation Savings Plan
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 100,000 shares of Common Stock, $1 par value per
share (the "Shares"), to be issued pursuant to the Chemical
Banking Corporation -- Margaretten Financial Corporation Savings Plan
(the "Plan").
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 terms of the Plan, 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
August 5, 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 his 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
/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
/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
