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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under The Securities Exchange Act of 1934
(Amendment No. )
Commerce Clearing House, Inc.
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(Name Of Issuer)
Common Stock Class B Non-Voting
- --------------------------------------------------------------------------------
(Title of Class of Securities)
200597-20-1
------------------------------------
(Cusip Number)
Check the following box if a fee is being paid with this statement (X).
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(see rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP NO. 200597-20-1 13G
COMMERCE CLEARING HOUSE INC.
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Chemical Banking Corporation -- CBC
Chemical Bank -- CB
- -----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)
(B)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
CBC -- Delaware
CB -- New York
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NUMBER 5 SOLE VOTING POWER
OF Not applicable.
SHARES --------------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Not applicable.
EACH --------------------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON None
WITH --------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
CBC -- 1,915,952
CB -- 1,915,952
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CBC and CB -- 1,915,952
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
CBC and CB -- 11.000% Based on 17,418,202 outstanding
shares
- -----------------------------------------------------------------------------------------------
12 TYPE OF PERSON REPORTING*
CBC -- HC
CB -- BK
- -----------------------------------------------------------------------------------------------
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* SEE INSTRUCTION BEFORE FILLING OUT!
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COMMERCE CLEARING HOUSE, INC. CLASS B - 12/31/91
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G Under
The Securities Exchange Act of 1934
(Amendment No. )
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Item 1(a). NAME OF ISSUER: Commerce Clearing House, Inc.
Item 1(b). ADDRESS OF ISSUER: 2700 Lake Cook Road
Riverwoods, Illinois 60015
PRINCIPAL EXECUTIVE OFFICER: Mr. Edward L. Massie
President & CEO
Item 2(a). NAME OF PERSON FILING: This notice is filed by CHEMICAL BANKING
CORPORATION (CBC) and its wholly-owned
subsidiary, Chemical (CB).
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE: CBC: 277 Park Avenue
New York, NY 10172
CB : 277 Park Avenue
New York, NY 10172
Item 2(c). CITIZENSHIP: CBC - Delaware
CB - New York
Item 2(d). TITLE OF CLASS OF SECURITIES: Common Stock - Class B Non-Voting
Item 2(e). CUSIP NUMBER: 200597-20-1
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COMMERCE CLEARING HOUSE, INC. CLASS B -- 12/31/91
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Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK
WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [X] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment Company registered under Section 8 of the Investment Company
Act.
(e) [ ] Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or endowment Fund [see
Section 240.13d-1(b)(1)(ii)(F)].
(g) [X] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G).
(h) [ ] Group, in accordance with Section 240.13d-1(ii)(H).
Item 4. OWNERSHIP:
(a) Amount Beneficially Owned: CBC -- 1,915,952
CB -- 1,915,952
(b) Percent of Class: CBC and CB -- 11.000%
Based on 17,418,202 outstanding shares.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Not applicable.
(ii) Shared power to vote or to direct the vote:
Not applicable.
(iii) Sole power to dispose or to direct the disposition of:
None
(iv) Shared power to dispose or to direct the disposition of:
CBC -- 1,915,952
CB -- 1,915,952
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Page 4 of 5
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COMMERCE CLEARNING HOUSE, INC. CLASS B -- 12/31/91
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Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The beneficial interest reported has been acquired through fiduciary
relationships. Beneficial ownership of portions of the shares reported is shared
with unaffiliated persons, none of whose beneficial ownership in the subject
shares exceeds five percent of the issuers outstanding shares.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH HOLDS THE SECURITY
BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Beneficial ownership is held by Chemical Bank, a wholly-owned subsidiary of Chemical Banking Corporation.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THIS GROUP:
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Item 10. CERTIFICATION:
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and did not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purpose or effect.
</TABLE>
SIGNATURE: After reasonable inquiry and to the best of my knowledge and
belief, I certify taht the information set forth in this statement
is true, complete and correct.
Dated: February 10, 1995
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CHEMICAL BANK CHEMICAL BANKING CORPORATION
- --------------------------------------------- ---------------------------------------------
Gary M. Sherman John B. Wynne
Managing Director Corporate Secretary
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