SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of the Report: March 14, 1995 Commission file number 1-5805
CHEMICAL BANKING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2624428
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
270 Park Avenue, New York, New York 10017-2070
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 270-6000<PAGE>
Items 5. Other Events
On March 8, 1995, Chemical Banking Corporation announced a definitive
agreement to sell Chemical New Jersey Holdings, Inc. and its subsidiaries,
including Chemical Bank New Jersey National Association, to PNC Bank Corp.
for $504 million. As part of the purchase price, PNC Bank Corp. has the
option to issue up to $300 million of perpetual preferred stock to Chemical
Banking Corporation.
The sale does not include 40 branches and commercial banking offices in
northeastern New Jersey, or the Montclair, Morristown, Ridgewood and
Summit offices of Princeton Bank and Trust Company, all of which will be
repositioned as a strategic component of the Corporation's regional banking
operations in metropolitan New York.
The sale is subject to regulatory approvals and is expected to close by the
end of the year.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The following exhibits are filed with this Report:
Exhibit Number Description
28A Form of Press Release
<PAGE>
SIGNATURE
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.
CHEMICAL BANKING CORPORATION
(Registrant)
Dated: March 15, 1995 By: /s/Joseph L. Sclafani
Joseph L. Sclafani
Controller
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
28A Press Release
Chemical Banking Corporation NEWS RELEASE
Investor Contacts: John Borden Press Contacts: Ken Herz
212-270-7318 212-270-4612
Terry Mangan John Meyers
212-270-7331 212-270-7454
New York, March 8, 1995 -- Chemical Banking Corporation today announced
a definitive agreement to sell its wholly-owned subsidiary, Chemical Bank
New Jersey, to PNC Bank Corp. for $504 million. As part of the purchase
price, PNC Bank Corp. has the option to issue up to $300 million of
perpetual preferred stock to Chemical Banking Corporation.
The sale does not include Chemical's franchise in northeastern
New Jersey, where Chemical is retaining 40 branches and commercial banking
offices in Bergen, Essex, Hudson, Morris, Passaic and Union counties.
Chemical will also retain Princeton Bank and Trust Company and its offices
in Montclair, Morristown, Ridgewood and Summit.
The sale, which is expected to close by the end of the year,
subject to regulatory approvals, includes 84 branches in 15 counties in
central and southern New Jersey and approximately $2.9 billion
in deposits and $2.3 billion in loans.
"The sale underscores Chemical's strategy to focus sharply
on the metropolitan New York region, of which the six counties of
northeastern New Jersey are a key part. We are already the
leader in the region in serving consumers, small businesses and middle
market companies and in managing personal trust and estate assets,"
said Walter V. Shipley, chairman and chief executive officer
of Chemical Banking Corporation.
Chemical has recently strengthened further its presence
in northern New Jersey with new branches in Fort Lee, Mahwah and Palisades
Park.
"I am pleased with our agreement with PNC Bank because our
compatible cultures and business strategies should create a smoooth
trasnsition for customers and employees," said Aristides W. Georgantas,
chairman and chief executive officer of Chemical Bank New Jersey.
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