<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1995
REGISTRATION NO. 33-63833
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CHEMICAL BANKING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 6711 13-2624428
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
270 PARK AVENUE
NEW YORK, N.Y. 10017
(212) 270-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
WILLIAM H. MCDAVID, ESQ.
GENERAL COUNSEL
CHEMICAL BANKING CORPORATION
270 PARK AVENUE
NEW YORK, N.Y. 10017
(212) 270-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C> <C>
LEE MEYERSON, ESQ. L. EDWARD SHAW, JR., ESQ. H. RODGIN COHEN, ESQ.
SIMPSON THACHER & BARTLETT THE CHASE MANHATTAN CORPORATION SULLIVAN & CROMWELL
425 LEXINGTON AVENUE 1 CHASE MANHATTAN PLAZA 125 BROAD STREET
NEW YORK, N.Y. 10017 NEW YORK, N.Y. 10081 NEW YORK, N.Y. 10004
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
promptly as practicable after this Registration Statement is declared effective
and upon consummation of the transactions described in the enclosed Joint Proxy
Statement/Prospectus.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
SHOWING THE LOCATION IN THE JOINT PROXY STATEMENT/PROSPECTUS
OF THE INFORMATION REQUIRED BY PART 1 OF FORM S-4
<TABLE>
<CAPTION>
LOCATION IN JOINT PROXY
FORM S-4 ITEM STATEMENT/PROSPECTUS
- --------------------------------------------------- ----------------------------------------
<CAPTION>
A. INFORMATION ABOUT THE TRANSACTION
<S> <C>
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus..... Forepart of Registration Statement;
Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus................................. Inside Front Cover Page; Table of
Contents; Available Information;
Incorporation of Certain Documents by
Reference
3. Risk Factors, Ratio of Earnings to Fixed
Charges, and Other Information............. Summary
4. Terms of the Transaction..................... Summary; The Merger; Amendment and
Restatement of Chemical Restated
Certificate of Incorporation;
Description of Capital Stock; Comparison
of Stockholder Rights
5. Pro Forma Financial Information.............. Summary; Pro Forma Combined Financial
Data
6. Material Contacts with the Company Being Ac-
quired..................................... Summary; The Merger; Management and
Operations After the Merger
7. Additional Information Required for
Reoffering by Persons and Parties Deemed to
be Underwriters............................ Not Applicable
8. Interests of Named Experts and Counsel....... Not Applicable
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................ Not Applicable
<CAPTION>
B. INFORMATION ABOUT THE REGISTRANT
<S> <C>
10. Information with Respect to S-3
Registrants................................ Available Information; Incorporation of
Certain Documents by Reference; Summary;
The Companies
11. Incorporation of Certain Information by
Reference.................................. Available Information; Incorporation of
Certain Documents by Reference
12. Information with Respect to S-2 or S-3
Registrants................................ Not Applicable
13. Incorporation of Certain Information by
Reference.................................. Not Applicable
14. Information with Respect to Registrants Other
Than S-2 or S-3 Registrants................ Not Applicable
<CAPTION>
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
<S> <C>
15. Information with Respect to S-3 Companies.... Available Information; Incorporation of
Certain Documents by Reference; Summary;
The Companies
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
LOCATION IN JOINT PROXY
FORM S-4 ITEM STATEMENT/PROSPECTUS
- --------------------------------------------------- ----------------------------------------
<S> <C>
16. Information with Respect to S-2 or S-3
Companies.................................. Not Applicable
17. Information with Respect to Companies Other
than S-2 or S-3 Companies.................. Not Applicable
<CAPTION>
D. VOTING AND MANAGEMENT INFORMATION
<S> <C>
18. Information if Proxies, Consents or
Authorizations are to be Solicited......... Available Information; Incorporation of
Certain Documents by Reference; Summary;
The Special Meetings; The Merger;
Amendment and Restatement of Chemical
Restated Certificate of Incorporation;
Management and Operations After the
Merger; Stockholder Proposals
19. Information if Proxies, Consents or
Authorizations are not to be Solicited, or
in an Exchange Offer....................... Not Applicable
</TABLE>
3
<PAGE> 4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation
may indemnify any person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than a derivative action by or in the right of such
corporation) who is or was a director, officer, employee or agent of such
corporation, or serving at the request of such corporation in such capacity for
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
The DGCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
derivative action, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to such corporation unless the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
The DGCL provides that the indemnification described above shall not be
deemed exclusive of other indemnification that may be granted by a corporation
pursuant to its By-Laws, disinterested directors' vote, stockholders' vote,
agreement or otherwise.
The DGCL also provides corporations with the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in a similar capacity for another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him or her in any
such capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
as described above.
The Restated Certificate of Incorporation of Chemical Banking Corporation
(the "Registrant") provides that, to the fullest extent that the DGCL as from
time to time in effect permits the limitation or elimination of the liability of
directors, no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director.
The Registrant's Restated 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 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 Restated Certificate of Incorporation also empowers the
Registrant by action of its Board of Directors, notwithstanding any interest of
the directors in the action, 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 (including any excise taxes assessed on a
person with respect to any employee benefit plan) and amounts paid in
settlement) to the fullest extent permitted under the DGCL as from time to time
in effect, whether or not the
II-1
<PAGE> 5
Registrant would have the power or be required or 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 applicable law, as from time to time in effect.
The By-laws provide a clear and unconditional right to indemnification for
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by any person in connection with any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (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, which right of indemnification and of advancement of expenses is not
exclusive.
The Registrant's By-laws also provide that the Registrant may enter into
contracts with any director, officer, employee or agent of the Registrant in
furtherance of the indemnification provisions in the By-laws, as well as create
a trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure payment of amounts indemnified.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
EXHIBITS
- --------
<C> <S>
*2.1 Agreement and Plan of Merger, dated as of August 27, 1995, between Chemical Banking
Corporation and The Chase Manhattan Corporation (included as Annex I to the Proxy
Statement/Prospectus)
*2.2 Stock Option Agreement, dated as of August 27, 1995, between Chemical Banking
Corporation, as Issuer, and The Chase Manhattan Corporation, as Grantee (included as
Annex II to the Proxy Statement/Prospectus)
*2.3 Stock Option Agreement, dated as of August 27, 1995, between The Chase Manhattan
Corporation, as Issuer, and Chemical Banking Corporation, as Grantee (included as
Annex III to the Proxy Statement/Prospectus)
*2.4 Employee Benefits Agreement, dated as of August 27, 1995, between Chemical Banking
Corporation and The Chase Manhattan Corporation
*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 dated December 31,
1993 of Chemical Banking Corporation)
*3.2 Certificate of Designations of the Adjustable Rate Cumulative Preferred Stock,
Series L, of Chemical Banking Corporation (incorporated by reference to Exhibit 2 of
the Registration Statement on Form 8-A of Chemical Banking Corporation dated June 6,
1994)
*3.3 By-Laws of Chemical Banking Corporation, as amended (incorporated by reference to
Exhibit 3.2 of the Annual Report on Form 10-K dated December 31, 1993 of Chemical
Banking Corporation)
*4.1 Rights Agreement, dated as of April 13, 1989, between Chemical Banking Corporation
and Chemical Bank (as successor rights agent to Harris Trust Company of New York)
(incorporated by reference to Exhibit 1 to the Registration Statement on Form 8-A of
Chemical Banking Corporation dated April 13, 1989)
*4.2 Amendment to Rights Agreement, dated as of August 27, 1995, between Chemical Banking
Corporation and Chemical Bank (incorporated by reference to Exhibit 4 to the Current
Report on Form 8-K of Chemical Banking Corporation dated August 27, 1995)
</TABLE>
II-2
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBITS
- --------
<C> <S>
*4.3 Form of Proposed Amended and Restated Certificate of Incorporation of Chemical
Banking Corporation
*4.4 Form of Certificate of Designations of the 10 1/2% Cumulative Preferred Stock of
Chemical Banking Corporation
*4.5 Form of Certificate of Designations of the 9.76% Cumulative Preferred Stock of
Chemical Banking Corporation
*4.6 Form of Certificate of Designations of the 10.84% Cumulative Preferred Stock of
Chemical Banking Corporation
*4.7 Form of Certificate of Designations of the 9.08% Cumulative Preferred Stock of
Chemical Banking Corporation
*4.8 Form of Certificate of Designations of the 8 1/2% Cumulative Preferred Stock of
Chemical Banking Corporation
*4.9 Form of Certificate of Designations of the 8.32% Cumulative Preferred Stock of
Chemical Banking Corporation
*4.10 Form of Certificate of Designations of the 8.40% Cumulative Preferred Stock of
Chemical Banking Corporation
*4.11 Form of Certificate of Designations of the Adjustable Rate Cumulative Preferred
Stock, Series N, of Chemical Banking Corporation
*5 Opinion of Simpson Thacher & Bartlett regarding the legality of securities being
issued
*8.1 Opinion of Simpson Thacher & Bartlett as to tax matters
*8.2 Opinion of Sullivan & Cromwell as to tax matters
*23.1 Consent of Price Waterhouse as to financial statements of Chemical Banking
Corporation
*23.2 Consent of Price Waterhouse as to financial statements of The Chase Manhattan
Corporation
*23.3 Consent of Simpson Thacher & Bartlett (contained in exhibits 5 and 8.1)
*23.4 Consent of Sullivan & Cromwell (contained in exhibit 8.2)
*23.5 Consent of Morgan Stanley & Co. Incorporated
23.6 Consent of James D. Wolfensohn Incorporated
23.7 Consent of Goldman, Sachs & Co.
*24 Powers of Attorney
*99.1 Consents of persons named to be directors of the Registrant who have not signed the
Registration Statement
*99.2 Opinion of Morgan Stanley & Co. Incorporated (included as Annex IV to the Proxy
Statement/ Prospectus)
*99.3 Opinion of James D. Wolfensohn Incorporated (included as Annex V to the Proxy
Statement/ Prospectus)
*99.4 Opinion of Goldman, Sachs & Co. (included as Annex VI to the Proxy
Statement/Prospectus)
*99.5 Chairman's Letter to Stockholders of Chemical Banking Corporation
*99.6 Notice of Special Meeting of Stockholders of Chemical Banking Corporation
*99.7 Chairman's Letter to Stockholders of The Chase Manhattan Corporation
*99.8 Notice of Special Meeting of Stockholders of The Chase Manhattan Corporation
*99.9 Form of Proxy for the Special Meeting of Stockholders of Chemical Banking
Corporation
*99.10 Form of Proxy for the Special Meeting of Stockholders of The Chase Manhattan
Corporation
</TABLE>
- ------------
* Previously filed.
II-3
<PAGE> 7
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
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 the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such 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.
(b) 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.
(c) (1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other Items of the
applicable form.
(2) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that
purports to meet the requirements of Section 10(a)(3) of the Act and
is used in connection with an offering of securities subject to Rule
415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the
Securities Act of 1933, each such 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.
(d) 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 foregoing provisions, 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 Act 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,
II-4
<PAGE> 8
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 Act and will be
governed by the final adjudication of such issue.
(e) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11 or 13 of this form, within one business
day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to
the request.
(f) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject
of and included in the registration statement when it became effective.
II-5
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York City, State of New York, on October 31,
1995.
CHEMICAL BANKING CORPORATION
By /s/ John B. Wynne
------------------------------------
(John B. Wynne, Secretary)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ----------------------------------- -----------------
<S> <C> <C>
* Chairman, Chief Executive Officer October 31, 1995
- ---------------------------------------- and Director
Walter V. Shipley
* President and Director October 31, 1995
- ----------------------------------------
Edward D. Miller
* Director October 31, 1995
- ----------------------------------------
Frank A. Bennack, Jr.
* Director October 31, 1995
- ----------------------------------------
Michel C. Bergerac
* Director October 31, 1995
- ----------------------------------------
Randolph W. Bromery
* Director October 31, 1995
- ----------------------------------------
Charles W. Duncan, Jr.
* Director October 31, 1995
- ----------------------------------------
Melvin R. Goodes
* Director October 31, 1995
- ----------------------------------------
George V. Grune
* Director October 31, 1995
- ----------------------------------------
William B. Harrison, Jr.
* Director October 31, 1995
- ----------------------------------------
Harold S. Hook
* Director October 31, 1995
- ----------------------------------------
Helene L. Kaplan
</TABLE>
II-6
<PAGE> 10
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ----------------------------------- -----------------
<S> <C> <C>
* Director October 31, 1995
- ----------------------------------------
J. Bruce Llewellyn
* Director October 31, 1995
- ----------------------------------------
John P. Mascotte
* Director October 31, 1995
- ----------------------------------------
John F. McGillicuddy
* Director October 31, 1995
- ----------------------------------------
Andrew C. Sigler
* Director October 31, 1995
- ----------------------------------------
Michael I. Sovern
* Director October 31, 1995
- ----------------------------------------
John R. Stafford
* Director October 31, 1995
- ----------------------------------------
W. Bruce Thomas
* Director October 31, 1995
- ----------------------------------------
Marina v.N. Whitman
* Director October 31, 1995
- ----------------------------------------
Richard D. Wood
* Executive Vice President October 31, 1995
- ---------------------------------------- and Chief Financial Officer
Peter J. Tobin (Principal Financial Officer)
* Controller October 31, 1995
- ---------------------------------------- (Chief Accounting Officer)
Joseph L. Sclafani
</TABLE>
- ---------------
* John B. Wynne hereby signs this Amendment to the Registration Statement on
October 31, 1995, on behalf of each of the above-named Directors and Officers
of the Registrant above whose typed names asterisks appear, pursuant to powers
of attorney duly executed by such Directors and Officers and filed with the
Securities and Exchange Commission as exhibits to the Registration Statement.
/s/ John B. Wynne
--------------------------------------
John B. Wynne
Attorney-in-fact
II-7
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------ ---------------------------------------------------------------------------- --------
<C> <S> <C>
*2.1 Agreement and Plan of Merger, dated as of August 27, 1995, between Chemical
Banking Corporation and The Chase Manhattan Corporation (included as Annex I
to the Proxy Statement/Prospectus)..........................................
*2.2 Stock Option Agreement, dated as of August 27, 1995, between Chemical
Banking Corporation, as Issuer, and The Chase Manhattan Corporation, as
Grantee (included as Annex II to the Proxy Statement/Prospectus)............
*2.3 Stock Option Agreement, dated as of August 27, 1995, between The Chase
Manhattan Corporation, as Issuer, and Chemical Banking Corporation, as
Grantee (included as Annex III to the Proxy Statement/Prospectus)...........
*2.4 Employee Benefits Agreement, dated as of August 27, 1995, between Chemical
Banking Corporation and The Chase Manhattan Corporation.....................
*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
dated December 31, 1993 of Chemical Banking Corporation)....................
*3.2 Certificate of Designations of the Adjustable Rate Cumulative Preferred
Stock, Series L, of Chemical Banking Corporation (incorporated by reference
to Exhibit 2 of the Registration Statement on Form 8-A of Chemical Banking
Corporation dated June 6, 1994).............................................
*3.3 By-Laws of Chemical Banking Corporation, as amended (incorporated by
reference to Exhibit 3.2 of the Annual Report on Form 10-K dated December
31, 1993 of Chemical Banking Corporation)...................................
*4.1 Rights Agreement, dated as of April 13, 1989, between Chemical Banking
Corporation and Chemical Bank (as successor rights agent to Harris Trust
Company of New York) (incorporated by reference to Exhibit 1 to the
Registration Statement on Form 8-A of Chemical Banking Corporation dated
April 13, 1989).............................................................
*4.2 Amendment to Rights Agreement, dated as of August 27, 1995, between Chemical
Banking Corporation and Chemical Bank (incorporated by reference to Exhibit
4 to the Current Report on Form 8-K of Chemical Banking Corporation dated
August 27, 1995)............................................................
*4.3 Form of Proposed Amended and Restated Certificate of Incorporation of
Chemical Banking Corporation................................................
*4.4 Form of Certificate of Designations of the 10 1/2% Cumulative Preferred
Stock of Chemical Banking Corporation.......................................
*4.5 Form of Certificate of Designations of the 9.76% Cumulative Preferred Stock
of Chemical Banking Corporation.............................................
*4.6 Form of Certificate of Designations of the 10.84% Cumulative Preferred Stock
of Chemical Banking Corporation.............................................
*4.7 Form of Certificate of Designations of the 9.08% Cumulative Preferred Stock
of Chemical Banking Corporation.............................................
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------ ---------------------------------------------------------------------------- --------
<C> <S> <C>
*4.8 Form of Certificate of Designations of the 8 1/2% Cumulative Preferred Stock
of Chemical Banking Corporation.............................................
*4.9 Form of Certificate of Designations of the 8.32% Cumulative Preferred Stock
of Chemical Banking Corporation.............................................
*4.10 Form of Certificate of Designations of the 8.40% Cumulative Preferred Stock
of Chemical Banking Corporation.............................................
*4.11 Form of Certificate of Designations of the Adjustable Rate Cumulative
Preferred Stock, Series N, of Chemical Banking Corporation..................
*5 Opinion of Simpson Thacher & Bartlett regarding the legality of securities
being issued................................................................
*8.1 Opinion of Simpson Thacher & Bartlett as to tax matters.....................
*8.2 Opinion of Sullivan & Cromwell as to tax matters............................
*23.1 Consent of Price Waterhouse as to financial statements of Chemical Banking
Corporation.................................................................
*23.2 Consent of Price Waterhouse as to financial statements of The Chase
Manhattan Corporation.......................................................
*23.3 Consent of Simpson Thacher & Bartlett (contained in exhibits 5 and 8.1).....
*23.4 Consent of Sullivan & Cromwell (contained in exhibit 8.2)...................
*23.5 Consent of Morgan Stanley & Co. Incorporated................................
23.6 Consent of James D. Wolfensohn Incorporated.................................
23.7 Consent of Goldman, Sachs & Co..............................................
*24 Powers of Attorney..........................................................
*99.1 Consents of persons named to be directors of the Registrant who have not
signed the Registration Statement...........................................
*99.2 Opinion of Morgan Stanley & Co. Incorporated (included as Annex IV to the
Proxy Statement/Prospectus).................................................
*99.3 Opinion of James D. Wolfensohn Incorporated (included as Annex V to the
Proxy Statement/Prospectus).................................................
*99.4 Opinion of Goldman, Sachs & Co. (included as Annex VI to the Proxy
Statement/ Prospectus)......................................................
*99.5 Chairman's Letter to Stockholders of Chemical Banking Corporation...........
*99.6 Notice of Special Meeting of Stockholders of Chemical Banking Corporation...
*99.7 Chairman's Letter to Stockholders of The Chase Manhattan Corporation........
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------ ---------------------------------------------------------------------------- --------
<C> <S> <C>
*99.8 Notice of Special Meeting of Stockholders of The Chase Manhattan
Corporation.................................................................
*99.9 Form of Proxy for the Special Meeting of Stockholders of Chemical Banking
Corporation.................................................................
*99.10 Form of Proxy for the Special Meeting of Stockholders of The Chase Manhattan
Corporation.................................................................
</TABLE>
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* Previously filed.
<PAGE> 1
EXHIBIT 23.6
JAMES D. WOLFENSOHN
INCORPORATED
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
PHONE: (212) 909-8100
FAX: (212) 909-8158
October 31, 1995
Board of Directors
The Chase Manhattan Corporation
One Chase Manhattan Plaza
New York, New York 10081
Re: Joint Proxy Statement of
Chemical Banking Corporation and
The Chase Manhattan Corporation
and Registration Statement on
Form S-4 of Chemical Banking Corporation
Gentlemen and Madame:
We hereby consent to the use of our opinion letter dated
October 31, 1995 to the Board of Directors of The Chase Manhattan
Corporation as Annex V to the Joint Proxy Statement referred to above included
in the above mentioned Registration Statement and to the references therein to
our opinion. In giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder, nor do we thereby admit that we are experts
with respect to any part of such Registration Statement within the meaning of
the term "experts" as used in the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
JAMES D. WOLFENSOHN INCORPORATED
By: /s/ JAMES D. WOLFENSOHN INCORPORATED
------------------------------------
<PAGE> 1
EXHIBIT NO. 23.7
Goldman, Sachs & Co. | 85 Broad Street | New York, New York 10004
Tel: 212-902-1000
October 31, 1995 (LOGO)
Board of Directors
The Chase Manhattan Corporation
One Chase Manhattan Plaza
New York, New York 10081
Re: Joint Proxy Statement of
Chemical Banking Corporation and
The Chase Manhattan Corporation
and Registration Statement on
Form S-4 of Chemical Banking Corporation
Gentlemen and Madame:
We hereby consent to the use of our opinion letter dated October 31, 1995 to the
Board of Directors of The Chase Manhattan Corporation as Annex VI to the Joint
Proxy Statement referred to above included in the above mentioned Registration
Statement and to the references therein to our opinion. In giving this
consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder, nor do we thereby admit that we are experts with respect to any
part of such Registration Statement within the meaning of the term "experts" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ GOLDMAN, SACHS & CO.
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GOLDMAN, SACHS & CO.
