As filed with the Securities and Exchange Commission on May 22, 1995
-- Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
CHEMICAL BANKING CORPORATION
(Exact name of issuer as specified in its charter)
____________________
Delaware
(State or other jurisdiction of incorporation or organization)
13-2624428
(I.R.S. Employer Identification No.)
270 Park Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
CHEMICAL BANKING CORPORATION --
SUCCESS SHARING PROGRAM
(Full title of the plan)
John B. Wynne, Secretary
Chemical Banking Corporation
270 Park Avenue, New York, New York 10017
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (212) 270-2000
Copy to:
William H. McDavid, Esq.
General Counsel
Chemical Banking Corporation
270 Park Avenue New York, New York 10017
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
</CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to Offering Aggregate Registration
to be Registered be Regis- Price per Offering Fee
tered Share (1) Price (1)
Common Stock, 5,000,000 $44.5625 $222,812,500.00 $76,832.43
$1 par value shares
per share (including
purchase rights for
units of Junior
Participating
Preferred Stock
(2))
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee.
(2) Prior to the occurrence of certain events, the purchase rights
for units of Junior Participating Preferred Stock will not be
evidenced separately from the Common Stock.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefits plan
described herein.
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CHEMICAL BANKING CORPORATION --
SUCCESS SHARING PROGRAM
PART II: INFORMATION
REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are incorporated herein by reference the following documents of
Chemical Banking Corporation, a Delaware corporation (the "Corporation"
or "Registrant"), heretofore filed by it with the Securities and
Exchange Commission (the "Commission"):
(a) Annual Report on Form 10-K for the year ended December 31,
1994.
(b)Quarterly Report on Form 10-Q for the quarter ended March 31,
1995.
(c) Current Reports on Form 8-K dated January 3, 1995, January
19, 1995, March 14, 1995, April 19, 1995 and May 5, 1995.
(d) Definitive Proxy Statement for the Annual Meeting of
Stockholders of the Corporation held on May 16, 1995.
(e) The description of the Corporation's Common Stock and
purchase rights for units of Junior Participating Preferred
Stock set forth in the Corporation's Registration Statements
filed pursuant to Section 12 of the Securities Exchange Act
of 1934 (the "Exchange Act") and any amendment or report
filed for the purpose of updating these descriptions.
All documents filed pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration
Statement on Form S-8 and prior to the filing of a post-effective
amendment to this Registration Statement on Form S-8 which indicates
that all securities offered hereunder have been sold or which
deregisters all securities remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement on Form S-8
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement on Form S-8 to
the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement on Form
S-8.
Item 5. Interests of Named Experts
The financial statements of the Corporation incorporated herein
by reference to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994 have been so incorporated in reliance on
the report of Price Waterhouse LLP, independent accountants, given on
the authority of such firm as experts in accounting and auditing.
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Item 6. Indemnification of Officers and Directors
The Registrant's Certificate of Incorporation empowers the
Registrant to indemnify any director, officer, employee or agent of the
Registrant or any other person who is serving at the Registrant's
request in any such capacity with another corporation, partnership,
joint venture, trust or other enterprise (including, without
limitation, an employee benefit plan) to the fullest extent permitted
under the Delaware General Corporation Law (the "DGCL") as from time
to time in effect, and any such indemnification may continue as to any
person who has ceased to be a director, officer, employee or agent and
may inure to the benefit of the heirs, executors and administrators of
such a person.
The Registrant's Certificate of Incorporation also empowers the
Registrant by action of its Board of Directors to purchase and maintain
insurance in such amounts as the Board of Directors deems appropriate
to protect any director, officer, employee or agent of the Registrant
or any other person who is serving at the Registrant's request in any
such capacity with another corporation, partnership, joint venture,
trust or other enterprise (including, without limitation, an employee
benefit plan) against any liability asserted against him or incurred
by him in any such capacity arising out of his status as such
(including, without limitation, expenses, judgments, fines and amounts
paid in settlement) to the fullest extent permitted under the DGCL as
from time to time in effect, whether or not the Registrant would have
the power or be required to indemnify any such individual under the
terms of any agreement or By-Law or the DGCL.
In addition, the Registrant's By-Laws require indemnification to
the fullest extent permitted under the DGCL, as from time to time in
effect. The By-Laws provide a clear and unconditional right to
indemnification for expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
by any director or officer of the Registrant in connection with any
actual or threatened proceeding (including, to the extent permitted by
law, any derivative action) by reason of the fact that such person is
or was serving as a director, officer, employee or agent of the
Registrant or, at the request of the Registrant, of another
corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, an employee benefit plan). The By-Laws
specify that the right to indemnification so provided is a contract
right, set forth certain procedural and evidentiary standards
applicable to the enforcement of a claim under the By-Laws, entitle the
persons to be indemnified to be reimbursed for the expenses of
prosecuting any such claim against the Registrant and entitle them to
have all expenses incurred in advance of the final disposition of a
proceeding paid by the Registrant. Such provisions, however, are
intended to be in furtherance and not in limitation of the general
right to indemnification provided in the By-Laws.
<PAGE>
Item 8. List of Exhibits
24.1 Consent of Price Waterhouse.
25 Powers of Attorney.
Exhibit 9. Undertakings
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934), that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the registration statement is on Form
S-3 or Form S-8 and information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6 above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York, State
of New York on the 19th day of May 1995.
CHEMICAL BANKING CORPORATION
(Registrant)
By /s/John B. Wynne
John B. Wynne
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
Signatures Capacity Date
* Chairman and Chief Executive May 19, 1995
Walter V. Shipley Officer and Director
* President and Director May 19, 1995
Edward D. Miller
* Vice Chairman and May 19, 1995
William B. Harrison, Jr. Director
* Director May 19, 1995
Frank A. Bennack, Jr.
* Director May 19, 1995
Michel C. Bergerac
Signatures Capacity Date
* Director May 19, 1995
Randolph W. Bromery
* Director May 19, 1995
Charles W. Duncan, Jr.
* Director May 19, 1995
Melvin R. Goodes
* Director May 19, 1995
George V. Grune
* Director May 19, 1995
Harold S. Hook
* Director May 19, 1995
Helene L. Kaplan
* Director May 19, 1995
J. Bruce Llewellyn
* Director May 19, 1995
John P. Mascotte
* Director May 19, 1995
John F. McGillicuddy
* Director May 19, 1995
Andrew C. Sigler
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Signatures Capacity Date
* Director May 19, 1995
Michael I. Sovern
* Director May 19, 1995
John R. Stafford
* Director May 19, 1995
W. Bruce Thomas
* Director May 19, 1995
Marina v.N. Whitman
* Director May 19, 1995
Richard D. Wood
Chief Financial Officer and
Executive Vice President
* (Principal Financial Officer) May 19, 1995
Peter J. Tobin
Controller and Senior Vice
President (Principal
* Accounting Officer) May 19, 1995
Joseph L. Sclafani
* John B. Wynne hereby signs this Registration Statement on Form S-
8 on May 19, 1994 on behalf of each of the indicated persons for
whom he is attorney-in-fact pursuant to a power of attorney filed
herewith.
By /s/John B. Wynne
John B. Wynne
Secretary
EXHIBIT INDEX
Page
Exhibit 24.1 Consent of Price Waterhouse.
Exhibit 25 Powers of Attorney.
EXHIBIT 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Chemical Banking Corporation,
of our report dated January 7, 1995 appearing on page 43 of Section
B of the Annual Report on Form 10-K of Chemical Banking Corporation
for the year ended December 31, 1994. We also consent to the
reference to us as Experts in Item 5 of Part II in such Registration
Statement.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, New York
May 19, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in
his or her capacity as an officer or director of Chemical Banking
Corporation, a Delaware corporation (the "Corporation"), hereby
constitutes and appoints WALTER V. SHIPLEY, EDWARD D. MILLER,
WILLIAM B. HARRISON JR., PETER J. TOBIN, DINA DUBLON AND JOHN B.
WYNNE, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with the power to act with or without
the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and
stead, in any and all capacities, to perform any and all acts and
do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or
desirable to enable the Corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission thereunder
in connection with the registration under the Act of debt and
equity securities of the Corporation pursuant to resolutions
adopted by the Board of Directors of the Corporation on February
21, 1995, authorizing the preparation and filing of shelf
registration statements pursuant to Rule 415 of the Securities and
Exchange Commission implementing the Act, for the offer and sale of
debt and equity securities of the Corporation, in the aggregate,
including without limitation, (i) shares of Common Stock, par value
$1.00 per share, (ii) shares of Preferred Stock, par value $1.00
per share, (iii) rights, (iv) warrants, (v) debt obligations, (vi)
debentures, (vii) notes, (viii) bonds or (ix) other securities of
the Corporation, in any combination thereof, (the "Securities"),
including without limiting the generality of the foregoing, power
and authority to sign the name of the undersigned director or
officer or both in such capacity or capacities, to such
registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any
and all amendments, including post-effective amendments, and
exhibits thereto (the "Registration Statement") to be filed with
the Securities and Exchange Commission with respect to any
Securities, and to any and all instruments or documents to be filed
as a part of or in connection with said Registration Statement or
any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such
Registration Statement; and to do any and all acts and all things
and to execute any and all instruments which said attorneys-in-fact
and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Exchange Act
of 1934, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission thereunder, including
specifically, but without limiting the generality of the foregoing,
power and authority to sign the name of each undersigned director
or officer in such capacity, to any application, report,
instrument, certificate, form or other document, and any and all
supplements and amendments thereto, to be filed on behalf of said
Corporation with the Securities and Exchange Commission, hereby
granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite
and necessary to be done as he or she might or could do in person,
and hereby ratifying and confirming all that said attorneys-in-fact
and agents and each of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney as of the 21st day of February 1995.
<PAGE>
SIGNATURES
/s/Walter V. Shipley
Walter V. Shipley
/s/Edward D. Miller
Edward D. Miller
/s/William B. Harrison,Jr.
William B. Harrison, Jr.
/s/Frank A. Bennack,Jr.
Frank A. Bennack, Jr.
/s/Michel C. Bergerac
Michel C. Bergerac
/s/Randolph W. Bromery
Randolph W. Bromery
/s/Charles W. Duncan, Jr.
Charles W. Duncan, Jr.
/s/Melvin R. Goodes
Melvin R. Goodes
SIGNATURES
/s/George V. Grune
George V. Grune
/s/Harold S. Hook
Harold S. Hook
/s/Helene L. Kaplan
Helene L. Kaplan
/s/J. Bruce Llewellyn
J. Bruce Llewellyn
/s/John P. Mascotte
John P. Mascotte
/s/John. F. McGillicuddy
John F. McGillicuddy
/s/Andrew C. Sigler
Andrew C. Sigler
/s/Michael I. Sovern
Michael I. Sovern
SIGNATURES
/s/John R. Stafford
John R. Stafford
/s/W. Bruce Thomas
W. Bruce Thomas
/s/Marina v.N. Whitman
Marina v.N. Whitman
/s/Richard D. Wood
Richard D. Wood
/s/Peter J. Tobin
Peter J. Tobin
/s/Joseph L. Sclafani
Joseph L. Sclafani
