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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
Chemical Banking Corporation
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(Exact name of registrant as specified in its charter)
Delaware 13-2624428
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
270 Park Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Junior Participating New York Stock Exchange
Preferred Stock
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On August 27, 1995, Chemical Banking Corporation (the "Company") and The Chase
Manhattan Corporation ("Chase"), entered into an Agreement and Plan of Merger,
dated as of August 27, 1995 (the "Merger Agreement"), providing, among other
things, for the merger (the "Merger") of Chase with and into the Company.
On such date, in connection with the Merger Agreement, the Company executed the
Second Amendment (the "Rights Amendment") to the Rights Agreement, dated as of
April 13, 1989 and amended on July 15, 1991 (as so amended, the "Rights
Agreement"), between the Company and Chemical Bank, as successor Rights Agent
(the "Rights Agent"). The Rights Amendment provides that neither Chase nor any
affiliate of Chase shall be deemed an "Acquiring Person" or an "Adverse
Person" and that no "Distribution Date," "Triggering Event" or "Stock
Acquisition Date" (as such terms are defined in the Rights Agreement) shall be
deemed to have occurred, solely as the result of the approval, execution or
delivery of the Merger Agreement or the Chemical Stock Option Agreement (as
defined in the Merger Agreement) or the consummation of the transactions
contemplated by the Merger Agreement or the Chemical Stock Option Agreement.
SUMMARY OF RIGHTS
On April 13, 1989, the Board of Directors of the Company declared a dividend
distribution of one Right for each share of the Company's common stock, par
value $1.00 per share (the "Common Stock") outstanding as of the close of
business on April 24, 1989. Each Right entitles the registered holder to
purchase from the Company a unit consisting of one one-hundredth of a share (a
"Unit") of Junior Participating Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), at a Purchase Price of $150 per Unit, subject to
adjustment. The description and terms of the Rights are set forth in the
Rights Agreement.
Initially, the Rights are attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights certificates will
be distributed. The Rights will separate from the Common Stock and a
"Distribution Date" will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of Common Stock
or voting securities representing 20% or more of the voting power of the
Company (the date of such announcement being the "Stock Acquisition Date"),
(ii) 10 business days following the commencement of a tender offer or exchange
offer that would result in a person or group beneficially owning 25% or more of
such outstanding shares of Common Stock or voting power of the Company or (iii)
10 business days following the determination by a majority of the unaffiliated
"Continuing Directors" who are not officers of the
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Company, after reasonable inquiry and investigation, including consultation
with such persons as such directors shall deem appropriate, that, with respect
to any person who has, alone or together with his affiliates or associates,
become the beneficial owner of 10% or more of the outstanding shares of Common
Stock or voting power of the Company, (a) such beneficial ownership by such
person is intended to cause the Company to repurchase the Common Stock or
voting power of the Company beneficially owned by such person or to cause
pressure on the Company to take action or enter into a transaction or series of
transactions intended to provide such person with short-term financial gain
under circumstances where such Directors determine that the best long-term
interests of the Company and its stockholders would not be served by taking
such action or entering into such transaction or series of transactions at that
time or (b) such beneficial ownership is causing or reasonably likely to cause
a material adverse impact on the business or prospects of the Company
(including, but not limited to, impairment of the Company's relationships with
customers, impairment of the Company's ability to maintain its competitive
position, impairment of the Company's capital position, impairment of the
Company's ability to meet the convenience and needs of the communities it
serves, or impairment of the Company's business reputation or ability to deal
with governmental agencies) to the detriment of the Company's stockholders (any
such person being referred to herein and in the Rights Agreement as an "Adverse
Person"). Notwithstanding the foregoing, neither Chase nor any affiliate or
associate of Chase shall be deemed an "Acquiring Person" or an "Adverse
Person," and no "Distribution Date," "Triggering Event" or "Stock Acquisition
Date" shall be deemed to have occurred, solely as the result of the approval,
execution or delivery of the Merger Agreement or the Chemical Stock Option
Agreement, or by reason of the consummation of any transaction contemplated by
the Merger Agreement or the Chemical Stock Option Agreement.
Until the Distribution Date (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after April 24, 1989
will contain a notation incorporating the Rights Agreement by reference, and
(iii) the surrender for transfer of any certificate for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. Pursuant to the Rights
Agreement, the Company reserves the right to require prior to the occurrence of
a Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock will
be issued.
The Rights are not exercisable until the Distribution Date and will expire at
the close of business on April 24, 1999 unless earlier redeemed by the Company
as described below.
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As soon as practicable after the Distribution Date, Rights Certificates will be
mailed to holders of record of the Common Stock as of the close of business on
the Distribution Date and, thereafter, the separate Rights certificates alone
will represent the Rights. Except as otherwise determined by the Board of
Directors, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
In the event that (i) a person becomes the beneficial owner of 20% or more of
the then outstanding shares of Common Stock or voting power of the Company
(except pursuant to an offer for all outstanding shares of Common Stock which
the independent directors determine to be fair to and otherwise in the best
interests of the Company and its stockholders) or (ii) any person is determined
to be an Adverse Person (a "Flip-in Event"), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company)
having a value (based on the lowest closing price of the Common Stock during
the twelve-month period preceding the Flip-in Event) equal to two times the
exercise price of the Right. Notwithstanding any of the foregoing, following
the occurrence of a Flip-in Event, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by
an Acquiring Person or an Adverse Person (or certain related persons) will be
null and void. However, Rights are not exercisable following the occurrence of
a Flip-in Event, until such time as the Rights are no longer redeemable by the
Company as set forth below.
For example, at an exercise price of $150 per Right, each Right not owned by an
Acquiring Person or an Adverse Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $300 worth of Common Stock based on the lowest closing price of the
Common Stock during the twelve-month period preceding the Flip-in Event (or
other consideration, as noted above) for $150. Assuming that the lowest
closing price of the Common Stock during such period were $30, the holder of
each valid Right would be entitled to purchase 10 shares of Common Stock for
$150.
In the event that, at any time following any Stock Acquisition Date, (i) the
Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than a merger which
follows an offer described in the second preceding paragraph), or (ii) 50% or
more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the exercise price
of the Right. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."
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The Purchase Price payable, and the number of Units of Preferred Stock or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities
at less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock or evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above). With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
amount to at least 1% of the Purchase Price. No fractional Units will be
issued and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Stock on the last trading date prior to the date
of exercise.
At any time until ten days following the Stock Acquisition Date, the Company
may redeem the Rights in whole, but not in part, at a price of $.01 per Right,
payable, in cash, shares of Common Stock or such other consideration as the
Board of Directors may deem appropriate. Under certain circumstances set forth
in the Rights Agreement, the decision to redeem shall require the concurrence
of a majority of the Continuing Directors. Immediately upon the action of the
Board of Directors ordering redemption of the Rights, with, where required, the
concurrence of the Continuing Directors, the Rights will terminate, and the
only right of the holders of Rights will be to receive the $.01 redemption
price. Notwithstanding the foregoing, the Board of Directors may not redeem
the Rights following a determination that any person is an Adverse Person.
The term "Continuing Directors" means any member of the Board of Directors of
the Company who was a member of the Board prior to the date of the Rights
Agreement, and any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors,
but shall not include an Acquiring Person, an Adverse Person or an affiliate or
associate of an Acquiring Person or Adverse Person, or any representative of
the foregoing entities.
At any time after the occurrence of a Flip-in Event, the Board of Directors may
exchange the Rights (other than Rights owned by an Acquiring Person or an
Adverse Person or an affiliate or associate of any such person, which have
become void), in whole or in part at an exchange ratio of one Common Share
(and/or other equity securities deemed to have the same value as one Common
Share) per Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.
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While the distribution of the Rights will not be taxable to stockholders or to
the Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common Stock
(or other consideration) of the Company or for common stock of the acquiring
company as set forth above, or are exchanged as provided in the preceding
paragraph.
Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board (with, in certain circumstances, the concurrence of the Continuing
Directors) in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person or Adverse Person or an affiliate or associate of any such
Person), or to shorten or lengthen any time period under the Rights Agreement;
provided, however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without the approval of the Board of Directors of the Company unless the offer
is conditioned on a substantial number of Rights being acquired. The Rights,
however, should not affect any prospective offeror willing to make an offer 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 or affect any prospective offeror willing to negotiate with the
Board of Directors. The Rights should not interfere with any merger (such as
the Merger) or other business combination approved by the Board of Directors of
the Company since the Board of Directors may, at its option, at any time until
ten days following the Stock Acquisition Date, redeem all but not less than all
the then outstanding Rights at the Redemption Price.
A copy of the Rights Agreement specifying the terms of the Rights, which
includes as Exhibit A a copy of the Certificate of Designations, Preferences
and Rights relating to the Preferred Stock and as Exhibit B the Form of Rights
Certificate, has been filed as an Exhibit to the Company's Registration
Statement on Form 8-A. The foregoing description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is incorporated in the foregoing description by
reference. All capitalized terms not defined herein shall have the meanings
ascribed to them in the Rights Agreement, as amended.
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ITEM 2. EXHIBITS.
1. Form of Rights Agreement, dated as of April 13, 1989,
between the Company and Harris Trust Company of New York, as
Rights Agent (as predecessor Rights Agent to Chemical Bank), which
includes: (i) as Exhibit A thereto a copy of the Certificate of
Designations, Preferences and Rights relating to the Preferred
Stock, and (ii) as Exhibit B thereto the Form of Rights
Certificate. (Incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A filed April 13,
1989.)
2. First Amendment to Rights Agreement, dated as of July 17,
1991, between the Company and Harris Trust Company of New
York, as Rights Agent. (Incorporated by reference to Exhibit 1
to the Company's Amendment No. 1 on Form 8 filed July 17,
1991.)
3. Second Amendment to Rights Agreement, dated as of August 27,
1995, between the Company and Chemical Bank, as successor Rights
Agent.*
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* Filed herewith
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
CHEMICAL BANKING CORPORATION
DATED: August 29, 1995 By: /s/ John B. Wynne
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Name: John B. Wynne
Title: Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
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<S> <C>
1 Rights Agreement, dated as of April 13, 1989, between the
Company and Harris Trust Company of New York, as Rights
Agent (as predecessor Rights Agent to Chemical Bank),
which includes: (i) as Exhibit A thereto a copy of the
Certificate of Designations, Preferences and Rights
relating to the Preferred Stock, and (ii) as Exhibit B
thereto the Form of Rights Certificate. (Incorporated by
reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A filed April 13, 1989.)
2 First Amendment to Rights Agreement, dated as of July 17,
1991, between the Company and Harris Trust Company of New
York, as Rights Agent. (Incorporated by reference to
Exhibit 1 to the Company's Amendment No. 1 on Form 8
filed July 17, 1991.)
3 Second Amendment to Rights Agreement, dated as of August
27, 1995, between the Company and Chemical Bank, as
successor Rights Agent.*
</TABLE>
_____________________
* Filed herewith
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EXHIBIT 3
AMENDMENT TO CHEMICAL BANKING CORPORATION
RIGHTS AGREEMENT
AMENDMENT NO. 2, dated as of August 27, 1995 (the
"Amendment"), to the Rights Agreement, dated as of April 13, 1989 (as amended,
the "Rights Agreement"), between Chemical Banking Corporation, a Delaware
corporation (the "Company"), and Chemical Bank, a New York banking corporation,
as successor Rights Agent (the "Rights Agent").
WITNESSETH
WHEREAS, on April 13, 1989, the Board of Directors of the
Company authorized and declared a dividend distribution of one Right for each
share of Common Stock outstanding at the close of business on the Record Date,
each Right representing the right to purchase one one-hundredth of a share of
Preferred Stock upon the terms and conditions set forth in the Rights
Agreement; and
WHEREAS, the Rights remain issued and outstanding and the
Rights Agreement remains in effect with respect thereto; and
WHEREAS, no Distribution Date has occurred; and
WHEREAS, the Company and The Chase Manhattan Corporation, a
Delaware corporation ("Chase"), propose to enter into an Agreement and Plan of
Merger (the "Merger Agreement"), pursuant to which Chase would merge with and
into the Company; and
WHEREAS, in connection with the Merger Agreement, the Company
and Chase may enter into a Stock Option Agreement referred to therein (the
"Stock Option Agreement") pursuant to which the Company would grant to Chase an
option to acquire up to 19.9% of the outstanding shares of Common Stock under
certain circumstances; and
WHEREAS, in connection with the anticipated approval,
execution, and delivery of the Merger Agreement, the Board of Directors of the
Company has approved, in accordance with Section 27(iv) of the Rights
Agreement, this Amendment and has directed the appropriate officers of the
Company to take all appropriate steps to execute and deliver this Amendment.
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NOW, THEREFORE, in consideration of the premises and mutual
agreements herein set forth, the parties hereby agree as follows:
(1) Amendment to Section 1(a)
Section 1(a) of the Rights Agreement is hereby amended to read
in its entirety as follows:
"(a) `Acquiring Person' shall mean any Person who or
which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of either (i) 20% or
more of the shares of Common Stock or (ii) Voting Securities
representing 20% or more of the Total Voting Power, but shall
not include any of the following:
(i) the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of
the Company, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any
such plan; or
(ii) until the termination of the Option (as defined
in the Stock Option Agreement) in accordance with the terms of
the Stock Option Agreement prior to any exercise thereof,
Chase or any Affiliate or Associate of Chase, as a result of
their acquisition of Beneficial Ownership of shares of Chase
Common Stock by reason of the approval, execution, or delivery
of the Chase Stock Option Agreement or the Chase Merger
Agreement, or by reason of the consummation of any transaction
contemplated by the Chase Stock Option Agreement or the Chase
Merger Agreement, so long as Chase and any Affiliate or
Associate of Chase is not the Beneficial Owner of any shares
of Common Stock other than (w) shares of Common Stock of which
Chase or any Affiliate or Associate of Chase is or becomes the
Beneficial Owner by reason of the approval, execution, or
delivery of the Chase Stock Option Agreement or the Chase
Merger Agreement, or by reason of the consummation of any
transaction contemplated by the Chase Stock Option Agreement
or the Chase Merger Agreement, (x) shares of Common Stock
Beneficially Owned by Chase or any Affiliate or Associate of
Chase on the date hereof, (y) shares of Common Stock of which
Chase or any Affiliate or Associate of Chase inadvertently
becomes the Beneficial Owner after
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the date hereof, provided that the number of such shares of
Common Stock does not exceed 1/2 of 1% of the shares of Common
Stock outstanding on the date hereof and that Chase or any
such Affiliate or Associate, as the case may be, divests such
shares of Common Stock as soon as practicable after it becomes
aware of such acquisition of Beneficial Ownership, and (z)
shares of Common Stock Beneficially Owned or otherwise held by
Chase or any Affiliate or Associate of Chase in a bona fide
fiduciary capacity or in satisfaction of debts previously
contracted in good faith, in either case in the ordinary
course of its banking business."
(2) Amendment to Section 1(b)
Section 1(b) of the Rights Agreement is hereby amended to read
in its entirety as follows:
"(b) `Adverse Person' shall mean any Person declared
to be an Adverse Person by the Continuing Directors who are
not officers of the Company, upon a determination by such
Directors that the criteria set forth in Section 11(a)(ii)(B)
apply to such Person, provided, however, that the Continuing
Directors shall not declare Chase or any Affiliate or
Associate of Chase to be an Adverse Person as a result of the
Chase Merger Agreement, the Chase Stock Option Agreement,
their acquisition of Beneficial Ownership of shares of Common
Stock by reason of the Chase Stock Option Agreement or the
Chase Merger Agreement, or by reason of the consummation of
any transaction or the exercise of any option contemplated by
the Chase Stock Option Agreement or the Chase Merger
Agreement."
(3) Addition of Section 1(ii).
A new Section 1(ii) of the Rights Agreement is inserted, to
read as follows:
"(ii) `Chase' shall mean The Chase Manhattan
Corporation, a Delaware corporation, and its successors."
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(4) Addition of Section 1(jj).
A new Section 1(jj) of the Rights Agreement is inserted, to
read as follows:
"(jj) `Chase Merger Agreement' shall mean the
Agreement and Plan of Merger, dated as of August 27, 1995, by
and between Chase and the Company, as the same may be amended
from time to time.
(5) Addition of Section 1(kk).
A new Section 1(kk) of the Rights Agreement is inserted, to
read as follows:
"(kk) `Chase Stock Option Agreement' shall mean the
Stock Option Agreement, dated as of August 27, 1995, by and
between the Company, as issuer, and Chase, as grantee, as the
same may be amended from time to time.
(6) Amendment of Exhibit A. Exhibit A to the Rights
Agreement is amended by deleting from the title of the Preferred Stock
described in such Exhibit the phrase "(Without Par Value)" and inserting in
lieu thereof the following phrase: "(Par Value $1.00 Per Share)".
(7) Effectiveness. This Amendment shall be deemed to be in
force and effective immediately prior to the execution and delivery of the
Merger Agreement. Except as amended hereby, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected hereby.
(8) Defined Terms. Unless otherwise defined herein, all
defined terms used herein shall have the same meanings given to them in the
Rights Agreement.
(9) Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State.
(10) Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall for all purposes be deemed an
original and all of which shall together constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
CHEMICAL BANKING CORPORATION
By: /s/ Walter V. Shipley
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Name: Walter V. Shipley
Title: Chairman and Chief
Executive Officer
CHEMICAL BANK, as Rights Agent
By: /s/ Edward D. Miller
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Name: Edward D. Miller
Title: President
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