Filed Pursuant to Rule 424(b)(3)
Registration No. 33-33220
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P R O S P E C T U S
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[LOGO] CHEMICAL
CHEMICAL BANKING CORPORATION
Dividend Reinvestment Plan
The Dividend Reinvestment Plan (the "Plan") of Chemical Banking Corporation
(the "Company") provides each holder of record of all classes of the Company's
common stock, all series of Preferred Stock and all Depositary Receipts for
Preferred Stock with a simple and convenient method of investing cash dividends
in shares of the Company's Common Stock, $1 par value per share ("Common
Stock"), without payment of any brokerage commission or service charge, at a
price equal to 100% of an average of certain market values thereof.
Reference is made to "Dividends and Price Range of Common Stock" herein for
details as to recent market prices of the Company's Common Stock.
This Prospectus relates to the shares of the Company's Common Stock, $1 par
value per share, registered for sale under the Plan. It is suggested that this
Prospectus be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is July 26, 1995
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CHEMICAL
BANKING CORPORATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the offices of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as at the following regional offices of the
Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511, and Seven World Trade Center, New York, New York
10048. Copies of such material can also be obtained from the Commission's Public
Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Certain of the Company's securities
are listed on the New York Stock Exchange, and reports, proxy material and other
information concerning the Company may be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1994;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
(c) The Company's Current Reports on Form 8-K dated January 3, 1995,
January 19, 1995, March 14, 1995, April 19, 1995, May 5, 1995, June 20, 1995
and July 20, 1995; and
(d) The description of the Common Stock set forth in the Company's
Registration Statement filed pursuant to Section 12 of the Exchange Act and
any amendment or report filed for the purpose of updating that description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the shares of Common Stock offered hereby shall
be deemed to be incorporated by reference in this Prospectus 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 Prospectus to the
extent that a statement contained herein or 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 Prospectus.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY
OF ANY OR ALL OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED
BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO: CHEMICAL
BANKING CORPORATION, 270 PARK AVENUE, NEW YORK, NEW YORK 10017, ATTENTION:
OFFICE OF THE SECRETARY, TELEPHONE (212) 270-4040.
Unless otherwise indicated, currency amounts in this Prospectus are stated
in United States dollars ("$", "dollars", "U.S. dollars" or "U.S.$").
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CHEMICAL BANKING CORPORATION
The Company is a bank holding company organized under the laws of Delaware
in 1968 and registered under the Bank Holding Company Act of 1956, as amended.
The Company conducts domestic and international financial services businesses
through various bank and non-bank subsidiaries. The principal bank subsidiaries
of the Company are 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 headquartered in Texas.
The principal executive offices of the Company are located at 270 Park
Avenue, New York, New York 10017. The telephone number of the Company is (212)
270-6000.
THE PLAN
The following, in question and answer form, are the provisions of the
Dividend Reinvestment Plan (the "Plan") of Chemical Banking Corporation (the
"Company"), as in effect as of July 21, 1995.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN? The primary purpose of the Plan is to
provide holders of record of the Company's Common Stock, $1 par value per share
("Common Stock"), and Other Eligible Securities (as defined below) with a simple
and convenient method of investing cash dividends in shares of the Company's
Common Stock without payment of any brokerage commission or service charge. To
the extent shares of Common Stock acquired under the Plan are purchased directly
from the Company, and not in the open market (see Question 11 below), the
Company will receive additional funds for general corporate purposes, including
investments in, or extensions of credit to, the Company's bank and nonbank
subsidiaries.
As of the date hereof, "Other Eligible Securities" of the Company consist of
the following securities of the Company: (i) 10.96% Preferred Stock, stated
value $25.00 per share (the "10.96% Preferred"); (ii) 8 3/8% Preferred Stock,
stated value $25.00 per share (the "8 3/8% Preferred"); (iii) 7.92% Cumulative
Preferred Stock, stated value $100.00 per share (the "7.92% Preferred"),
evidenced by Depositary Receipts each representing one-quarter of a share of the
7.92% Preferred; (iv) 7.58% Cumulative Preferred Stock, stated value $100.00 per
share (the "7.58% Preferred"), evidenced by Depositary Receipts each
representing one-quarter of a share of the 7.58% Preferred; (v) 7.50% Cumulative
Preferred Stock, stated value $100.00 per share (the "7.50% Preferred"),
evidenced by Depositary Receipts each representing one-quarter of a share of the
7.50% Preferred; and (vi) the Adjustable Rate Cumulative Preferred Stock, Series
L, stated value $100.00 per share (the "Series L Preferred"). Upon the issuance
by the Company after the date hereof of any series of preferred stock, or any
security convertible into Common Stock, or upon the issuance by any depository
of depositary receipts for any additional shares of the Company's preferred
stock, such preferred stock, convertible securities and depositary receipts for
preferred stock will constitute Other Eligible Securities.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN? Stockholders of the Company who
elect to participate in the Plan (a "Participant") may:
*Have cash dividends on Common Stock and Other Eligible Securities
automatically reinvested in shares of Common Stock without payment of any
brokerage commission or service charge.
*Enjoy full investment of funds because fractions of shares, as well as
whole shares, will be credited to a Participant's account.
*Take advantage of dollar cost averaging through regular and consistent
stock purchases to produce long-range benefits.
*Avoid the need for safekeeping of certificates for shares of Common
Stock purchased under the Plan through the custodial service described
below.
*Receive a statement of account each calendar quarter, simplifying
personal recordkeeping.
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In addition, effective July 21, 1995, Participants in the Plan who are
holders of record of Common Stock may elect to:
(i) have all or only a designated portion of the dividends on such
shares of Common Stock reinvested under the Plan; and/or
(ii) deposit for safekeeping with the Plan Administrator currently held,
and subsequently acquired, certificates representing Common Stock for
addition to the Participant's account under the Plan.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS? Chemical Bank, as Plan
Administrator, administers the Plan for Participants, keeps records, sends
statements of account to Participants and performs other duties relating to the
Plan. Inquiries about the Plan should be directed to Chemical Bank by telephone
at 1-800-758-4651 or by mail to: Chemical Bank, Dividend Reinvestment
Department, Church Street Station, P.O. Box 24850, New York, New York
10249-4850.
COSTS
4. HOW MUCH DOES IT COST TO PARTICIPATE IN THE PLAN? Nothing. Participants
will incur no brokerage commissions or service charges in connection with
purchases of Common Stock made under the Plan. All costs of administration of
the Plan and all fees, commissions, and other expenses incurred in connection
with the purchases of shares of Common Stock under the Plan will be paid by the
Company. Certain expenses will be incurred by a Participant, however, in
connection with the withdrawal of fractional shares from the Plan and in the
event of sales of shares of Common Stock upon withdrawal from the Plan, as more
fully explained at Questions 21 and 22 below.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE? Each holder of record of Common Stock or
of any Other Eligible Securities (any such holder of record being called an
"Eligible Security Holder") is eligible to participate in the Plan.
Upon the issuance by the Company after the date hereof of any additional
shares of Common Stock or any additional series of preferred stock, or any
security convertible into Common Stock, or upon the issuance by any depository
of depositary receipts for any additional series of the Company's preferred
stock, the holders of record thereof will be permitted to participate in the
Plan.
In order to be eligible to participate in the Plan, any person whose Common
Stock or Other Eligible Securities are registered in a name other than his or
her own (e.g., in the name of a broker or nominee) must either become a holder
of record by having such securities transferred into his or her own name or make
appropriate arrangements with his or her nominee. In general, a nominee holding
Common Stock or Other Eligible Securities on behalf of a beneficial owner may
participate in and make elections under the Plan with respect to the Common
Stock or Other Eligible Securities of such beneficial owner in the same manner
as the beneficial owner could (and subject to the same limitations and
conditions that would apply) if such beneficial owner held such Common Stock or
Other Eligible Securities in his or her own name. All nominees or brokers
wishing to participate should contact the Dividend Reinvestment Department of
Chemical Bank at 1-800-758-4651.
In addition, commencing July 21, 1995, a holder of record of Common Stock
may elect to participate in the Plan by depositing his or her certificates for
Common Stock with the Plan Administrator, whereupon such holder will begin to
receive dividend reinvestment on the shares of Common Stock so deposited.
Once an Eligible Security Holder becomes a Participant in the Plan, he or
she may continue to participate in the Plan as long as he or she holds Common
Stock or Other Eligible Securities of record or is the beneficial owner of at
least one full share of Common Stock held by Chemical Bank in the account of the
Participant under the Plan.
An Eligible Security Holder's right to participate in the Plan is not
transferable apart from a transfer of his or her Common Stock or Other Eligible
Securities to another person.
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6. IS PARTIAL PARTICIPATION POSSIBLE UNDER THE PLAN? Partial participation
is possible with respect to dividends on Common Stock, but not with respect to
dividends on Other Eligible Securities.
A Participant in the Plan who holds Common Stock may elect to have dividends
on all or any whole number of shares of Common Stock registered in such
Participant's name reinvested under the Plan by indicating on the appropriate
Authorization Card (see Question 9) the number of shares of Common Stock as to
which reinvestment of dividends is being authorized. After a Participant makes
an initial election with respect to partial dividend reinvestment on shares of
Common Stock held of record by such Participant, he or she may reduce or
increase the number of shares as to which such dividends are to be reinvested by
requesting another Authorization Card from Chemical Bank and indicating his or
her new election on such Authorization Card.
If a Participant elects to have dividends on a class of Other Eligible
Securities reinvested under the Plan, reinvestment on such class of Other
Eligible Securities must be made with respect to all the shares of such class of
Other Eligible Securities which are registered in the name of such Participant.
Anyone who holds of record more than one class of Other Eligible Securities
or of Common Stock may participate in the Plan with respect to any one or more
of such classes (subject to the limitations and conditions as would apply to any
such class of securities).
A nominee which holds Common Stock or Other Eligible Securities of a
particular class for more than one beneficial owner may participate in the Plan
with respect to such class on behalf of fewer than all such beneficial owners,
and may participate in and make elections under the Plan with respect to such
Common Stock or Other Eligible Securities for any such beneficial owner in the
same manner (and subject to the same limitations and conditions that would
apply) as the beneficial owner could if he or she held such Common Stock or
Other Eligible Securities in his or her own name.
7. HOW DOES AN ELIGIBLE SECURITY HOLDER PARTICIPATE? An Eligible Security
Holder may join the Plan by signing the appropriate Authorization Card (see
Question 9) and returning the appropriate Authorization Card to Chemical Bank.
Authorization Cards and further information concerning the Plan may be obtained
at any time by written request to Chemical Bank, Dividend Reinvestment
Department, Church Street Station, P.O. Box 24850, New York, New York
10249-4850.
8. WHEN MAY AN ELIGIBLE SECURITY HOLDER JOIN THE PLAN? An Eligible Security
Holder may join the Plan at any time.
If the appropriate Authorization Card specifying reinvestment of dividends
on Common Stock or on a particular class of Other Eligible Securities is
received by Chemical Bank on or before the record date established for payment
of a dividend on such class of security, reinvestment will commence with that
dividend payment. Dividend payment dates for Common Stock and for the various
classes of Other Eligible Securities are typically as follows:
COMMON
STOCK OTHER ELIGIBLE SECURITIES
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January 31 March 31
April 30 June 30
July 31 September 30
October 31 December 31
The record date for the Common Stock is generally the sixth day of the month
in which the payment date falls; for each class of Other Eligible Securities the
record date normally precedes the payment date by approximately 15 days. If the
appropriate Authorization Card specifying reinvestment of dividends on the
Common Stock or on a particular class of Other Eligible Securities is received
by
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Chemical Bank after the record date established for payment of a particular
dividend on such class of security, reinvestment will commence with the dividend
payment following the next such record date.
9. WHAT DO THE AUTHORIZATION CARDS PROVIDE? Two Authorization Cards are
available for use under the Plan: one that relates solely to Common Stock and
another that relates to Other Eligible Securities. Each Authorization Card
provides for the purchase of shares of Common Stock and directs the Company to
pay to Chemical Bank for reinvestment in accordance with the Plan the cash
dividends on the securities specified by the Participant. An Eligible Security
Holder should request from the Plan Administrator the appropriate Authorization
Card or Cards.
With respect to the Authorization Card relating to Common Stock, a security
holder should indicate whether full or partial dividend reinvestment is elected
and, if partial dividend reinvestment is elected, designate the number of shares
as to which reinvestment of dividends is being elected. In addition, the
Authorization Card relating to Common Stock provides, if elected by the
Participant, for the safekeeping of certificates for Common Stock and authorizes
dividend reinvestment with respect to all shares represented by the certificates
so deposited. A security holder who elects to utilize the safekeeping feature of
the Plan should follow the instructions set forth at Question 10 below.
With respect to the Authorization Card relating to Other Eligible
Securities, a security holder should check the box adjacent to the class of each
security with which he or she intends to participate in the Plan. Reinvestment
of dividends on such class of Other Eligible Securities will be made with
respect to all shares of such class registered in the name of the Participant.
A Participant may change his or her election by written notice to Chemical
Bank at the address set forth at Question 7 above.
SAFEKEEPING
10. DOES THE PLAN ADMINISTRATOR PROVIDE FOR SAFEKEEPING OF SHARE
CERTIFICATES? Yes. Shares of Common Stock purchased under the Plan are held in
Participants' accounts, protecting them from loss, theft or destruction. Unless
requested by a Participant (see Question 21 below), certificates for shares of
Common Stock purchased under the Plan will not be issued to the Participant.
In addition, effective July 21, 1995, Participants in the Plan may deposit
their currently held, as well as any subsequently acquired, certificates for
Common Stock in their accounts for safekeeping with the Plan Administrator.
Participants and Eligible Security Holders who have shares of Common Stock
registered in their names and who wish to utilize the safekeeping feature of the
Plan should send the certificates representing their Common Stock to Chemical
Bank, with the Authorization Card relating to Common Stock or with a written
request that the shares of Common Stock represented by such certificates be
added to their dividend reinvestment account. Certificates should be sent by
registered mail, return receipt requested, and should be properly insured in
order to cover the bond premium required to replace lost or destroyed
certificates. Dividends on shares of Common Stock represented by certificates
deposited for safekeeping in a Participant's account will be reinvested under
the Plan. The safekeeping feature of the Plan is available for certificates
representing Common Stock only and not for certificates representing any class
of Other Eligible Securities.
There is no charge for the safekeeping service of the Plan; costs associated
with the safekeeping of Common Stock certificates are paid for by the Company.
Quarterly statements will show the total number of shares of Common Stock
transferred to a Participant's account as part of this safekeeping feature.
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PURCHASES
11. WHAT IS THE SOURCE OF SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN? Shares of Common Stock purchased under the Plan will be purchased, at the
Company's discretion, (i) directly from the Company, in which event such shares
will be either authorized but unissued shares or shares held in the treasury of
the Company, (ii) on the open market, or (iii) by a combination of the
foregoing.
12. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS? The
number of shares of Common Stock to be purchased for the account of a
Participant depends on the amount of dividends being invested by such
Participant under the Plan and the purchase price of the shares of Common Stock.
Each Participant's account under the Plan will be credited with the number of
shares of Common Stock, including fractions computed to four decimal places,
equal to the aggregate dollar amount of dividends to be invested by such
Participant, divided by the purchase price per share of Common Stock (see
Question 13 below).
13. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE
PLAN? In the case of purchases from the Company of authorized but unissued
shares or shares held in the treasury of the Company, the price will be the
average of the daily high and low sales prices, computed to three decimal
places, of the Common Stock as published in The Wall Street Journal report of
the New York Stock Exchange-Composite Tape on the last ten trading days of the
month in which the record date with respect to the applicable dividend occurs
(the "Pricing Period"). If the Common Stock is not traded on the New York Stock
Exchange or other markets included in the composite transactions on any of the
trading days in the Pricing Period, the price for any day on which there was no
trading will be based on reported prices for the most recent preceding day on
which the Common Stock was traded. In the case of purchases of shares of Common
Stock on the open market, the price will be the average purchase price of all
shares of Common Stock purchased for the accounts of all Participants for the
relevant Investment Date (as defined below at Question 14).
14. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN? Purchases
of authorized but unissued shares of Common Stock of the Company and shares of
Common Stock held in the treasury of the Company will be made pursuant to the
Plan on the applicable dividend payment date first occurring on or after the
last day of the Pricing Period (the "Investment Date"). The account of each
Participant under the Plan will be credited on the Investment Date with the
number of shares of Common Stock purchased under the Plan on such Investment
Date.
Purchases of shares of Common Stock on the open market will begin on the
Investment Date and will be completed no later than ninety days from such date
except where completion at a later date is necessary or advisable under any
applicable Federal securities laws. Such open market purchases may be made on
any securities exchange where such shares are traded, in the over-the-counter
market, or by negotiated transactions and may be subject to such terms with
respect to price, delivery and other terms as Chemical Bank may agree to.
Neither the Company nor any Participant shall have any authority or power to
direct the time or price at which shares of Common Stock may be purchased, or
the selection of the broker or dealer through or from whom such purchases are to
be made. In the event applicable law or the closing of the securities market
results in a temporary curtailment or suspension of open market purchases of
shares of Common Stock, Chemical Bank and the Company shall not be responsible
for the inability of Chemical Bank to make purchases at such time.
15. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER
THE PLAN? Shares of Common Stock purchased under the Plan will be registered in
the name of a nominee of Chemical Bank, as agent for the Participants, and,
unless requested by a Participant (see Question 21 below), certificates for such
shares will not be issued to the Participant. The number of shares of Common
Stock
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credited to a Participant's account under the Plan will be shown on such
Participant's statement of account.
Certificates for any number of whole shares of Common Stock credited to a
Participant's account under the Plan will be issued upon the written request of
such Participant. Any remaining whole and fractional shares of Common Stock will
continue to be credited to the Participant's account. Certificates for fractions
of shares of Common Stock will not be issued. See Question 21 below for
information on the issuance of certificates.
FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS
16. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN? In the case of shares of Common Stock purchased directly from the Company,
a Participant who reinvests his or her dividends under the Plan will be treated
as receiving a taxable dividend on the Investment Date in an amount equal to the
fair market value of the shares of Common Stock purchased for his or her account
(rather than the amount of the cash dividend otherwise payable to him or her).
"Fair market value" is defined for this purpose as the mean between the high and
low sales prices of the Common Stock on the New York Stock Exchange-Composite
Tape on the Investment Date. In the case of shares of Common Stock purchased on
the open market, a Participant will be treated as receiving a taxable dividend
on the dividend payment date equal to the amount of such Participant's cash
dividend used to make such purchases, plus perhaps the amount of any brokerage
commissions paid by the Company in connection with such purchases.
A Participant's tax basis for shares of the Company's Common Stock purchased
with reinvested dividends will be equal to the amount treated as a taxable
dividend, as summarized above. A Participant's holding period for tax purposes
for shares of Common Stock purchased under the Plan with reinvested dividends
will commence on the day after the applicable Investment Date in the case of
shares purchased from the Company, and on the day after the shares are credited
to the Participant's account in the case of shares purchased on the open market.
A Participant will not realize taxable income on the receipt of a
certificate for whole shares of Common Stock credited to his or her Plan
account, either upon withdrawal of those shares from such account or upon
termination of the Plan. Taxable gain or loss may be realized, however, when
shares are sold or otherwise disposed of or when a cash payment is received from
the Company for a fractional share withdrawn from a Participant's account.
Generally, any such gain or loss will be measured by the difference between the
amount realized on the disposition and the tax basis of the disposed shares, and
will be capital gain or loss if the shares were held by the Participant as a
capital asset.
The Company will report to Participants and to the Internal Revenue Service
information sufficient to apprise them of the amounts that would constitute
dividend income as described above.
All Participants are urged to consult their own tax advisors to determine
the particular tax consequences of their participation in the Plan.
17. HOW WILL INCOME TAX WITHHOLDING PROVISIONS BE APPLIED TO FOREIGN
PARTICIPANTS? In the case of a foreign Participant whose income is subject to
withholding of Federal income tax, the Company will, for the purpose of
calculating the amount of tax to be withheld, treat such Participant as
receiving the same amount of dividend income as if such Participant were a
domestic Participant as described at Question 16 above. The applicable amount of
tax will be withheld from the foreign Participant's dividend income and only the
net amount thereof will be credited to the Participant's account in shares of
Common Stock.
Regular statements of the Participants' accounts will indicate the amount of
tax withheld. If a foreign Participant believes that the tax has been
erroneously withheld, such Participant may file a claim for refund with the
Internal Revenue Service.
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REPORTS TO PARTICIPANTS
18. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS? Each Participant will
receive a quarterly statement of account which will include information
regarding the shares of Common Stock purchased for the account of such
Participant under the Plan during the quarter then ended, as well as the number
of shares of Common Stock deposited, if any, in a Participant's account as part
of the safekeeping features of the Plan. Each fourth quarter statement will show
reinvested dividends and all transactions for the account for the year then
ended. These statements are a record of all purchases of Common Stock under the
Plan for such year and should be retained for tax purposes. In addition, each
Participant will receive copies of the Company's annual and quarterly reports to
stockholders, proxy statements and information for income tax reporting
purposes.
DISCONTINUATION OF PARTICIPATION IN THE PLAN
19. MAY PARTICIPANTS DISCONTINUE PARTICIPATION IN THE PLAN? There is a great
deal of flexibility built into the Plan concerning the Participant's ability to
discontinue participation.
A Participant may discontinue at any time dividend reinvestment on Common
Stock or Other Eligible Securities held of record and begin receiving directly
cash dividends on such Common Stock or Other Eligible Securities held of record
by such Participant. The procedures for this action are detailed at Question 20
below. Dividends on those shares of Common Stock credited to the Participant's
Plan account (whether deposited as part of the safekeeping feature of the Plan
or acquired through dividend reinvestment under the Plan) will continue to be
reinvested unless and until such shares of Common Stock are withdrawn. The
procedures for this action are detailed at Question 21 below.
A Participant may withdraw shares of Common Stock credited to his or her
Plan account (whether deposited as part of the safekeeping feature of the Plan
or acquired through dividend reinvestment under the Plan) and may begin
receiving directly cash dividends on such Common Stock. Alternatively, a
Participant may withdraw shares of Common Stock from his or her Plan account
without discontinuing reinvestment of dividends on such shares of Common Stock.
The procedures for either of these actions are detailed at Question 21 below.
A Participant may, of course, discontinue participation and withdraw from
the Plan entirely at any time.
20. HOW DOES A PARTICIPANT DISCONTINUE DIVIDEND REINVESTMENT ON COMMON STOCK
OR OTHER ELIGIBLE SECURITIES HELD OF RECORD? A Participant may direct Chemical
Bank in writing at any time to discontinue the reinvestment of dividends on
Common Stock or Other Eligible Securities held of record by such Participant.
This notice should be mailed to Chemical Bank at the address set forth at
Question 7 above.
If the notice to discontinue reinvestment is received by Chemical Bank on or
after the record date for a particular dividend payment, such dividend payment
will be reinvested for the Participant's account.
After a Participant discontinues dividend reinvestment on any class of Other
Eligible Securities held of record, all cash dividends on such class of Other
Eligible Securities will be paid to such Participant by check unless he or she
re-enrolls in the Plan, which an Eligible Security Holder may do at any time.
A Participant who holds Common Stock of record may elect to discontinue
dividend reinvestment with respect to all or only a portion of the shares of
Common Stock held of record. The procedures for reducing (or increasing) the
number of shares of Common Stock held of record as to which dividend
reinvestment is being elected are set forth at Question 9 above.
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A Participant who elects to discontinue the reinvestment of dividends on
Common Stock or Other Eligible Securities held of record by such Participant may
either withdraw the shares of Common Stock credited to his or her Plan account,
as described at Question 21 below, or retain any or all such shares in such
account. Cash dividends on shares of Common Stock retained in a Participant's
Plan account will continue to be reinvested.
WITHDRAWAL OF SHARES OF COMMON STOCK FROM PLAN ACCOUNTS
21. HOW DOES A PARTICIPANT WITHDRAW SHARES OF COMMON STOCK FROM SUCH
PARTICIPANT'S PLAN ACCOUNT? A Participant may withdraw all or a portion of the
shares of Common Stock credited to his or her Plan account by notifying Chemical
Bank in writing to that effect and specifying in the notice the number of shares
of Common Stock to be withdrawn. This notice should be mailed to Chemical Bank
at the address set forth at Question 7 above. Certificates for whole shares of
Common Stock so withdrawn will be issued. In no case will certificates for
fractional shares be issued. If the notice of withdrawal is received by Chemical
Bank on or after the record date for a particular dividend, such dividend will
be reinvested for the Participant's account.
After a Participant withdraws shares of Common Stock from such Plan account,
cash dividends on such shares of Common Stock will be reinvested in accordance
with the instructions of the Participant, as described below.
If the Participant has elected full dividend reinvestment on all shares of
Common Stock held of record by such Participant, the cash dividends on the
shares of Common Stock withdrawn from the Plan account will continue to be
reinvested under the Plan. If the Participant has not elected full dividend
reinvestment on all shares of Common Stock held of record by such Participant,
dividend reinvestment will only be made with respect to the number of shares as
to which dividend reinvestment has been elected. A Participant who holds Common
Stock of record may change his or her election with respect to the number of
shares as to which dividend reinvestment is being elected at any time by
submitting an Authorization Card with respect thereto.
A Participant who has only Other Eligible Securities registered in his or
her own name and who withdraws shares of Common Stock from his or her Plan
Account will receive cash dividends on such shares of Common Stock, unless he or
she elects dividend reinvestment on such shares of Common Stock, which such
Participant may do at any time.
In the event a Participant desires to sell the shares of Common Stock to be
withdrawn from his or her Plan account, such Participant may, at his or her
option, request Chemical Bank in writing to sell such shares. In such case,
certificates for withdrawn shares will not be issued to the Participant, and
Chemical Bank will, within ten business days after receipt of the written
request, cause such shares to be sold at market rates for the account of the
Participant through a financial institution chosen by Chemical Bank. The
proceeds of the sale, less brokerage commissions and any transfer taxes, will
be mailed directly to the Participant.
22. WHAT HAPPENS TO ANY FRACTION OF A SHARE WHEN A PARTICIPANT WITHDRAWS ALL
SHARES OF COMMON STOCK FROM THE PLAN ACCOUNT? Any fractional share of Common
Stock withdrawn from a Participant's Plan account will be sold by Chemical Bank
and a cash payment made for the sale price thereof less brokerage commissions
and any transfer taxes. The net sale proceeds for any fractional share, together
with the certificates for whole shares, will be mailed directly to the
Participant.
23. WHAT HAPPENS TO A PARTICIPANT'S PLAN ACCOUNT IF ALL COMMON STOCK OR
OTHER ELIGIBLE SECURITIES IN THE PARTICIPANT'S OWN NAME ARE TRANSFERRED OR
SOLD? If all Common Stock or Other Eligible Securities registered in a
Participant's name are transferred or sold, Chemical Bank will continue to
reinvest the dividends on the shares of Common Stock credited to such
Participant's Plan account unless such shares are withdrawn from such account as
described at Question 21 above.
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OTHER INFORMATION
24. WHAT HAPPENS IF THE COMPANY HAS A COMMON STOCK RIGHTS OFFERING, ISSUES A
STOCK DIVIDEND OR DECLARES A COMMON STOCK SPLIT? If a Participant is entitled to
participate in a rights offering, his or her entitlement will be based upon the
Participant's total holdings, i.e., the shares registered in the Participant's
name as well as the shares (including fractional shares) credited to the
Participant's Plan account. Any shares of Common Stock distributed as a result
of a stock dividend or stock split by the Company on shares credited to a
Participant's Plan account will be added to the Participant's Plan account.
25. WHAT HAPPENS UPON CONVERSION OF A PARTICIPANT'S CONVERTIBLE OTHER
ELIGIBLE SECURITIES? When a Participant's convertible Other Eligible Securities
are converted into Common Stock, the dividends from such Common Stock will not
be reinvested, unless such Participant is already a holder of record of Common
Stock and such Participant has elected full dividend reinvestment under the
Plan, or a new Authorization Card therefor is submitted. Dividends on shares of
Common Stock previously credited to a Participant's Plan account will continue
to be reinvested unless and until such Participant withdraws the shares credited
to such Participant's Plan account as described at Question 21 above.
26. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT A MEETING OF
STOCKHOLDERS? All shares of Common Stock credited to a Participant's Plan
account will be voted as directed by the Participant.
A proxy card will be sent to each Participant in connection with any annual
or special meeting of stockholders as in the case of stockholders not
participating in the Plan. This proxy will apply to all whole shares of Common
Stock registered in the Participant's own name, if any, as well as to all whole
shares of Common Stock credited to the Participant's account under the Plan.
As in the case of nonparticipating shareholders, if no instructions are
indicated on a properly signed and returned proxy card, all of the Participant's
whole shares of Common Stock--those registered in his or her name, if any, and
those credited to such Participant's account under the Plan--will be voted in
accordance with recommendations of the Company's Board of Directors or, if the
Board of Directors has not made a recommendation, as determined by the proxies
pursuant to their discretionary authority. If the proxy card is not returned or
is returned unsigned, the Participant's shares of Common Stock will not be voted
unless a properly signed proxy card is thereafter returned to the Company or if
the Participant or a duly authorized representative votes in person at the
meeting.
27. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND CHEMICAL BANK UNDER THE
PLAN? Neither the Company nor Chemical Bank, as Plan Administrator, will be
liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out of failure to
terminate a Participant's Plan account upon such Participant's death, or with
respect to the prices at which shares of Common Stock are purchased or sold for
the Participant's Plan account, the times when such purchases or sales are made
or any fluctuation in market value of the Common Stock.
Participants should recognize that neither the Company nor Chemical Bank can
provide any assurance of a profit or any protection against loss on shares of
Common Stock purchased under the Plan.
28. MAY THE PLAN BE CHANGED OR DISCONTINUED? While the Company hopes to
continue the Plan indefinitely, the Company reserves the right to suspend,
terminate or modify the Plan at any time. Participants will be notified of any
such suspension, termination or modification. Upon termination of the Plan,
certificates for whole shares of Common Stock credited to Participant's account
will be issued and a cash payment will be made for any fraction of a share of
Common Stock that had been credited to a Participant's account. The Company also
reserves the right to terminate the participation of any Participant at any
time.
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In the event the Company hereafter terminates the Plan and establishes
another dividend reinvestment plan, unless notice is received to the contrary,
each Participant in the Plan will be automatically enrolled in such other
dividend reinvestment plan and shares of Common Stock credited to his or her
account under the Plan will be automatically credited to such other dividend
reinvestment plan.
USE OF PROCEEDS
The Company does not know the number of shares of Common Stock that will be
sold under the Plan, or the prices thereof, but the Company intends to add the
proceeds it receives from its sales of newly issued shares of Common Stock and
treasury shares to its general funds. Such proceeds will be available for
general corporate purposes, including investments in, or extensions of credit
to, the Company's banking and nonbanking subsidiaries. The Company is unable to
estimate the amount of the proceeds which will be devoted to any specific
purpose.
DIVIDENDS AND PRICE RANGE OF COMMON STOCK
For the years 1990 through 1994, the Company paid total cash dividends per
share of Common Stock of $2.72, $1.00, $1.19, $1.29 and $1.58 respectively. On
June 20, 1995, the Company announced that it had increased its quarterly
dividend on shares of Common Stock to $0.50 per share.
Future dividends will be determined by the Company's Board of Directors in
light of the earnings and financial condition of the Company and its
subsidiaries and other factors, including applicable government regulations.
The Company's Common Stock is listed on the New York Stock Exchange. The
following table sets forth, for the periods indicated, the high and low sales
prices per share of the Common Stock on the New York Stock Exchange-Composite
Tape.
CALENDAR PERIOD HIGH LOW
- --------------------------------------------- ------------- -------------
1993:
First Quarter.............................. 44 1/8 37
Second Quarter............................. 44 1/8 35
Third Quarter.............................. 45 3/8 38 3/4
Fourth Quarter............................. 46 3/8 36
1994:
First Quarter.............................. 42 1/8 34 1/2
Second Quarter............................. 40 7/8 33 7/8
Third Quarter.............................. 40 34 7/8
Fourth Quarter............................. 38 5/8 33 5/8
1995:
First Quarter.............................. 40 7/8 35 3/4
Second Quarter............................. 48 3/4 37 1/2
Third Quarter (through July 19, 1995)...... 51 7/8 46 1/4
The last reported sale price of the Common Stock on the New York Stock
Exchange on July 19, 1995 was $50.125 per share.
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DESCRIPTION OF CAPITAL STOCK
The following summary does not purport to be complete and is subject in all
respects to the applicable provisions of the General Corporation Law of the
State of Delaware, the Company's Restated Certificate of Incorporation,
including Certificates of Designations pursuant to which the outstanding
series of preferred stock were issued and the terms of the Rights Agreement
dated as of April 13, 1989, as amended (the "Rights Agreement"), described
below.
COMMON STOCK
The Company is authorized to issue up to 400,000,000 shares of Common Stock.
At June 30, 1995 the Company had outstanding 254,931,474 shares of Common Stock
(which includes 5,496,561 shares held in its treasury). As of June 30, 1995,
16,782,337 shares of Common Stock were reserved for issuance under various
employee incentive and stock purchase plans and under the Company's dividend
reinvestment plan.
Holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors of the Company out of funds legally available
therefor, provided that, so long as any shares of preferred stock are
outstanding, no dividends (other than dividends payable in Common Stock) or
other distributions (including redemptions and purchases) may be made with
respect to the Common Stock unless full dividends on the shares of preferred
stock, including accumulations in the case of cumulative preferred stock, have
been paid.
Subject to the rights, if any, of the holders of any series of preferred
stock, all voting rights are vested in the holders of shares of Common Stock,
each share being entitled to one vote on all matters presented for a vote,
including the election of directors. Holders of shares of Common Stock have
noncumulative voting rights, which means that the holders of more than 50% of
the shares voting for the election of directors can elect 100% of the directors,
and, in such event, the holders of the remaining shares voting for the election
of directors will not be able to elect any directors.
In the event of the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, after there have been paid or set aside for
the holders of all series of preferred stock the full preferential amounts to
which such holders are entitled, the holders of Common Stock will be entitled to
share equally and ratably in any assets remaining after the payment of all debts
and liabilities.
The issued and outstanding shares of Common Stock are fully paid and
nonassessable. Holders of shares of Common Stock are not entitled to preemptive
rights. Shares of Common Stock are not convertible into shares of any other
class of capital stock.
Chemical Bank is the transfer agent, registrar and dividend disbursement
agent for the Common Stock.
SHAREHOLDERS' RIGHTS PLAN
The Company has adopted a Shareholders' Rights Plan which is intended to
protect stockholders in the event of unsolicited offers or attempts to acquire
the Company, including offers that do not treat all stockholders equally,
acquisitions in the open market of shares constituting control without offering
fair value to all stockholders and other coercive or unfair takeover tactics
that could impair the Board of Directors' ability to represent stockholders'
interests fully. Pursuant to the Shareholders' Rights Plan, the Board of
Directors declared a dividend distribution of one right (a "Right") for each
outstanding share of Common Stock to stockholders of record at the close of
business on April 24, 1989 (the "Record Date"), and authorized the issuance of
one Right (as adjusted pursuant to the Rights Agreement, as described below) for
each share of Common Stock issued between the Record Date and the Chemical
Distribution Date (as described below). Each Right entitles the registered
holder to
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purchase from the Company a unit consisting of one one-hundredth of a share (a
"Unit") of Junior Participating Preferred Stock at a price of $150 per Unit,
subject to adjustment.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person that attempts to acquire the Company without
the approval of the Board of Directors unless the offer is conditioned on a
substantial number of Rights being acquired. The Rights, however, should not
affect offers for all outstanding shares of Common Stock at a fair price and
otherwise in the best interests of the Company and its stockholders as
determined by the Board of Directors, since the Board of Directors may, at its
option, redeem all, but not fewer than all, the then outstanding Rights.
Initially, the Rights are and will be attached to all certificates
representing Common Stock at the time outstanding. The Rights will separate from
the Common Stock on the Chemical Distribution Date, which is defined as (i) 10
days after a person acquires 20% or more of Common Stock or voting power of the
Company, (ii) 10 business days following commencement of a tender offer for 25%
or more of the Common Stock or voting power of the Company or (iii) 10 business
days after an owner of 10% or more of the Common Stock or voting power of the
Company is determined by the unaffiliated "Continuing Directors" (as defined in
the Rights Agreement) to be an "Adverse Person". An Adverse Person is one who
intends to have the Company repurchase such person's ownership interest, who
intends to pressure the Company into action for the financial gain of such
person or whose ownership is likely to cause a material adverse impact on the
Company (including, but not limited to, impairment of the Company's (i)
relationships with customers, (ii) ability to maintain its capital position,
(iii) ability to meet the convenience and needs of the communities it serves,
(iv) business reputation or (v) ability to deal with governmental agencies) to
the detriment of the Company's stockholders.
If a "Flip-in Event" occurs, the holder of a Right is entitled to receive
Common Stock or other property of the Company valued at two times the exercise
price of the Right. A Flip-in Event occurs if a person acquires 20% or more of
the Common Stock or voting power of the Company (except certain offers to
acquire all of the Common Stock deemed by the Continuing Directors to be fair
and in the best interests of the Company) or if a person is determined to be an
Adverse Person.
If a "Triggering Event" occurs, the holder of a Right is entitled to receive
common stock of a company that has acquired the Company valued at two times the
exercise price of the Right. A Triggering Event occurs if the Company is
acquired in a merger or other business combination in which the Company is not
the survivor or if 50% or more of the Company's assets or earning power is sold
or transferred.
Following the occurrence of a Flip-in Event or a Triggering Event, all
Rights that are beneficially owned by an acquiring person or an Adverse Person
will be null and void.
To avoid the consequences of a Flip-in Event, the Company may redeem the
Rights in whole, but not in part, at a redemption price of $0.01 per Right.
PREFERRED STOCK
Under the Company's Restated Certificate of Incorporation, the Board of
Directors is authorized, without further stockholder action, to provide for
the issuance of up to 200,000,000 shares of Preferred Stock, in one or more
series, with such voting powers and with such designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions, as shall be set forth in resolutions providing for
the issue thereof adopted by the Board of Directors or a duly authorized
committee thereof.
At June 30, 1995, there were issued and outstanding: (i) 4,000,000 shares of
the 10.96% Preferred; (ii) 14,000,000 shares of the 8 3/8% Preferred; (iii)
2,000,000 shares of the 7.92% Preferred; (iv) 2,000,000 shares of the 7.58%
Preferred; (v) 2,000,000 shares of the 7.50% Preferred and
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<PAGE>
(vi) 2,000,000 shares of the Series L Preferred. In addition, as of June 30,
1995, 4,000,000 shares of Preferred Stock, designated as Junior Participating
Preferred Stock, were reserved for issuance pursuant to the Rights Agreement.
All series of outstanding Preferred Stock rank on a parity with each other
series and all have preference over the Common Stock with respect to the payment
of dividends and the distribution of assets in the event of the liquidation or
dissolution of the Company.
Dividends on all outstanding series of Preferred Stock are cumulative.
Dividends on the 10.96% Preferred, the 8 3/8% Preferred, the 7.92% Preferred,
the 7.58% Preferred and the 7.50% Preferred are fixed at their respective rates.
The amounts of the cumulative dividends on the Series L Preferred vary with the
interest rates on certain U.S. Government obligations. If at the time of any
annual meeting of the Company's stockholders the equivalent of six quarterly
dividends payable on such outstanding Preferred Stock are in default, the number
of directors of the Company will be increased by two and the holders of the
outstanding Preferred Stock, voting as a single class without regard to series,
will be entitled to elect those additional two directors at each such annual
meeting. Each director elected by holders of shares of the Preferred Stock shall
continue to serve as such director for the full term for which he or she shall
have been elected, notwithstanding that prior to the end of such term such
default shall cease to exist.
The affirmative vote or consent of the holders of at least two-thirds of the
outstanding shares of any series of Preferred Stock, voting as a separate class,
will be required for any amendment of the Company's Restated Certificate of
Incorporation (or any certificate amendatory thereof or supplemental thereto
relating to any series of the Preferred Stock) which will adversely affect the
powers, preferences, privileges or rights of such series of the Preferred Stock.
The affirmative vote or consent of the holders of shares representing at least
two-thirds of the voting power of the outstanding shares of any series of
Preferred Stock and any other series of Preferred Stock ranking on a parity with
such series of the Preferred Stock as to dividends or upon liquidation, voting
as a single class without regard to series, will be required to authorize,
effect or validate (i) the creation, authorization or issuance of, (ii) the
reclassification of any authorized stock of the Company into, or (iii) the
creation, authorization or issuance of any obligation or security convertible
into or evidencing the right to purchase, any additional class or series of
stock ranking prior to such series of the Preferred Stock as to dividends or
upon liquidation. The Company may amend from time to time its Restated
Certificate of Incorporation to increase the number of authorized shares of
Preferred Stock. Any such amendment would require the approval of the holders
of a majority of the outstanding shares of Common Stock, and the approval of
the holders of a majority of the outstanding shares of all series of Preferred
Stock voting as a single class without regard to series.
In the event of a liquidation or dissolution of the Company, the holders of
(i) the 7.92% Preferred, the 7.58% Preferred, the 7.50% Preferred and the Series
L Preferred are each entitled to receive a distribution of $100 per share; and
(ii) the 10.96% Preferred and the 8 3/8% Preferred are each entitled to receive
a distribution of $25 per share plus, in each case, accrued and unpaid
dividends, if any.
Shares of the 10.96% Preferred are redeemable at the option of the Company
at any time on or after June 30, 2000 at a redemption price per share of $25.
Shares of the 8 3/8% Preferred are redeemable at the option of the Company at
any time on or after June 1, 1997 at a redemption price per share of $25. Shares
of the 7.92% Preferred are redeemable at the option of the Company at any time
on or after October 1, 1997 at a redemption price per share of $100. Shares of
the 7.58% Preferred are redeemable at the option of the Company at any time on
or after April 1, 1998 at a redemption price per share of $100. Shares of the
7.50% Preferred are redeemable at the option of the Company at any time on or
after June 1, 1998 at a redemption price per share of $100. Shares of the Series
L Preferred are redeemable at the option of the Company at any time on or after
June 30, 1999 at a redemption price per share of $100. The redemption prices set
forth above with respect to each outstanding series of
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Preferred Stock will be increased, in each case, by the amount of accrued and
unpaid dividends thereon, if any, to the date fixed for redemption.
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K for the year ended December 31, 1994 have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
INDEMNIFICATION
The Restated Certificate of Incorporation and By-Laws of the Company provide
for indemnification of the Company's directors, officers, employees and agents
to the fullest extent permitted by Delaware law. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions or otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in that
Act and is therefore unenforceable.
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CHEMICAL BANKING
TABLE OF CONTENTS CORPORATION
PAGE
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Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Chemical Banking Corporation.......... 3 DIVIDEND
The Plan.............................. 3 REINVESTMENT
Purpose............................. 3 PLAN
Advantages.......................... 3
Administration...................... 4
Costs............................... 4
Participation....................... 4
Safekeeping......................... 6
Purchases........................... 7
Federal Income Tax Consequences to
Participants...................... 8
Reports to Participants............. 9 ----------
Discontinuation of Participation in PROSPECTUS
the Plan.......................... 9 ----------
Withdrawal of Shares of Common Stock
from Plan Accounts................ 10
Other Information................... 11
Use of Proceeds....................... 12
Dividends and Price Range of Common
Stock............................... 12
Description of Capital Stock.......... 13
Common Stock........................ 13
Shareholders' Rights Plan........... 13 DATED JULY 26, 1995
Preferred Stock..................... 14
Experts............................... 16
Indemnification....................... 16
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