<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1996
REGISTRATION. NOS. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C>
THE CHASE MANHATTAN CORPORATION CHASE CAPITAL I
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CHASE CAPITAL II
DELAWARE CHASE CAPITAL III
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (EXACT NAME OF EACH REGISTRANT AS SPECIFIED IN ITS TRUST
ORGANIZATION) AGREEMENT)
13-2624488 DELAWARE
(I.R.S. EMPLOYER IDENTIFICATION NO.) (STATE OR OTHER JURISDICTION OF INCORPORATION
270 PARK AVENUE, NEW YORK, NEW YORK 10017 OR ORGANIZATION OF EACH REGISTRANT)
(212) 270-6000 13-391850
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, 13-391851
INCLUDING AREA CODE, 13-391852
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) (I.R.S. EMPLOYER IDENTIFICATION NO.)
C/O THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE, NEW YORK, NEW YORK 10017
(212) 270-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE,
OF EACH REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
------------------------
ANTHONY J. HORAN
CORPORATE SECRETARY
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE, NEW YORK, NEW YORK 10017
(212) 270-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE OF EACH REGISTRANT)
WITH COPIES TO:
<TABLE>
<S> <C>
LEE MEYERSON MARK J. WELSHIMER
SIMPSON THACHER & BARTLETT SULLIVAN & CROMWELL
425 LEXINGTON AVENUE, NEW YORK, NEW YORK 10017 125 BROAD STREET, NEW YORK, NEW YORK 10004
(212) 455-2000 (212) 558-4000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the Registration Statement becomes effective.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividends or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] File Nos.
333-14959, 333-14959-01, 333-14955-02 and 333-14959-03
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Junior Subordinated Deferrable Interest Debentures of
The Chase Manhattan Corporation(2)................. 100,000 $100 $100,000,000 $30,303.03
- ----------------------------------------------------------------------------------------------------------------------------------
Preferred Securities of Chase Capital I, Chase
Capital II, Chase Capital III...................... $100,000,000 $100 $100,000,000 NA
- ----------------------------------------------------------------------------------------------------------------------------------
The Chase Manhattan Corporation Guarantee with
respect to Preferred Securities(3)(4).............. NA NA NA NA
- ----------------------------------------------------------------------------------------------------------------------------------
Total................................................ $100,000,000(5) 100% $100,000,000(5) $30,303.03
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
(2) The Junior Subordinated Deferrable Interest Debentures will be purchased by
Chase Capital I, Chase Capital II and Chase Capital III with the proceeds of
the sale of the Preferred Securities.
(3) No separate consideration will be received for The Chase Manhattan
Corporation Guarantee.
(4) This Registration Statement is deemed to cover the Junior Subordinated
Deferrable Interest Debentures of The Chase Manhattan Corporation, the
rights of holders of Junior Subordinated Deferrable Interest Debentures of
The Chase Manhattan Corporation under the Indenture, the rights of holders
of Preferred Securities of Chase Capital I, Chase Capital II and Chase
Capital III under each Trust Agreement, the rights of holders of the
Preferred Securities under the Guarantees, which, taken together, fully,
irrevocably and unconditionally guarantee all of the respective obligations
of Chase Capital I, Chase Capital II and Chase Capital III under the
Preferred Securities.
(5) Such amount represents the principal amount of Junior Subordinated
Deferrable Interest Debentures issued at their principal amount and the
issue price rather than the principal amount of Junior Subordinated
Deferrable Interest Debentures issued at an original issue discount. Such
amount also represents the initial public offering price of the Chase
Capital I, Chase Capital II and Chase Capital III Preferred Securities.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NOS.
333-14959, 333-14959-01, 333-14959-02 AND 333-14959-03.
The Chase Manhattan Corporation (the "Corporation") hereby incorporates by
reference into this Registration Statement on Form S-3 in its entirety the
Registration Statement on Form S-3 (File Nos. 333-14959, 333-14959-01,
333-14959-02 and 333-14959-03) declared effective on November 25, 1996 by the
Securities and Exchange Commission (the "Commission").
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 26th day of
November, 1996.
THE CHASE MANHATTAN CORPORATION
By: /s/ Anthony J. Horan
--------------------------------------
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- -------------------------------- ----------------------------------- -------------------
<C> <S> <C>
* Chairman of the Board, Chief November 26, 1996
Executive Officer and Director
- -------------------------------- (Principal Executive Officer)
Walter V. Shipley
* President, Chief Operating Officer November 26, 1996
and Director
- --------------------------------
Thomas G. Labrecque
* Senior Vice Chairman of the Board November 26, 1996
- -------------------------------- and Director
Edward D. Miller
* Vice Chairman of the Board and November 26, 1996
Director
- --------------------------------
William B. Harrison, Jr.
* Director November 26, 1996
- --------------------------------
Frank A. Bennack, Jr.
* Director November 26, 1996
- --------------------------------
Susan V. Berresford
* Director November 26, 1996
- --------------------------------
M. Anthony Burns
* Director November 26, 1996
- --------------------------------
H. Laurance Fuller
* Director November 26, 1996
- --------------------------------
Melvin R. Goodes
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<C> <S> <C>
* Director November 26, 1996
- --------------------------------
William H. Gray III
Director November 26, 1996
- --------------------------------
George V. Grune
* Director November 26, 1996
- --------------------------------
Harold S. Hook
* Director November 26, 1996
- --------------------------------
Helene L. Kaplan
* Director November 26, 1996
- --------------------------------
J. Bruce Llewellyn
* Director November 26, 1996
- --------------------------------
Edmund T. Pratt, Jr.
* Director November 26, 1996
- --------------------------------
Henry B. Schacht
* Director November 26, 1996
- --------------------------------
Andrew C. Sigler
* Director November 26, 1996
- --------------------------------
John R. Stafford
* Director November 26, 1996
- --------------------------------
Marina v.N. Whitman
* Chief Financial Officer November 26, 1996
- -------------------------------- (Principal Financial Officer)
Peter J. Tobin
* Controller November 26, 1996
- -------------------------------- (Principal Accounting Officer)
Joseph L. Sclafani
</TABLE>
- ---------------
* Anthony J. Horan hereby signs this Registration Statement on Form S-3 on
November 26, 1996 on behalf of each of the indicated persons for whom he is
attorney-in-fact pursuant to a power of attorney filed herein.
By: /s/ Anthony J. Horan
-----------------------------
Anthony J. Horan
Corporate Secretary
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, Chase Capital I
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 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, and State of New York on the 26th day of
November, 1996.
CHASE CAPITAL I
By: The Chase Manhattan Corporation,
as Depositor
By: /s/ Peter J. Tobin
--------------------------------------
Pursuant to the requirements of the Securities Act of 1933, Chase Capital
II certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 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, and State of New York on the 26th day of
November, 1996.
CHASE CAPITAL II
By: The Chase Manhattan Corporation,
as Depositor
By: /s/ Peter J. Tobin
--------------------------------------
Pursuant to the requirements of the Securities Act of 1933, Chase Capital
III certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 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, and State of New York on the 26th day of
November, 1996.
CHASE CAPITAL III
By: The Chase Manhattan Corporation,
as Depositor
By: /s/ Peter J. Tobin
--------------------------------------
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
-------
<C> <S>
5.1 Opinion of counsel as to legality of the Junior Subordinated Debentures and the
Guarantees to be issued by the Corporation.
5.2 Opinion of special Delaware counsel as to legality of the Preferred Securities.
23.1 Consents of auditors.
23.2 Consent of Counsel to the Corporation. (included in Exhibit 5.1).
23.3 Consent of Special Delaware Counsel (included in Exhibit 5.2).
</TABLE>
<PAGE> 1
Exhibit 5.1
November 26, 1996
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
Ladies and Gentlemen:
This opinion is delivered in connection with the Registration
Statement on Form S-3 (the "Abbreviated Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Act"), by The Chase Manhattan
Corporation, a Delaware corporation ("Chase"), and Chase Capital I, Chase
Capital II and Chase Capital III, each a Delaware business trust (the "Trusts",
and together with Chase, the "Registrants"), which Registration Statement
relates to (i) preferred securities representing beneficial ownership interests
in such Trusts (the "Preferred Securities"), (ii) junior subordinated deferrable
interest debentures (the "Debentures") to be issued by Chase and (iii)
unconditional and irrevocable guarantees (the "Guarantees" and each a
"Guarantee") of the obligations of the Trusts under the Preferred Securities
that may be issued by Chase. The Abbreviated Registration Statement relates to
the Registrant's registration statement on Form S-3 (File Nos. 333-14959,
333-14959-01, 333-14959-02 and 333-14959-03) (the "Initial Registration
Statement").
<PAGE> 2
The Chase Manhattan Corporation -2- November 26, 1996
We have examined an executed copy of the Abbreviated Registration
Statement and all exhibits thereto. We have also examined (i) the form of Junior
Subordinated Indenture (the "Indenture") between Chase and The Bank of New York,
as Debenture Trustee (the "Debenture Trustee"), as filed as an exhibit to the
Initial Registration Statement, pursuant to which the Debentures, are to be
issued and (ii) the forms of Guarantee Agreement (the "Guarantee Agreements" and
each a "Guarantee Agreement") to be executed by Chase and The Bank of New York,
as Guarantee Trustee (the "Guarantee Trustee"), as filed as an exhibit to the
Initial Registration Statement. In addition, we have examined, and have relied
as to matters of fact upon, originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements, documents
and other instruments and such certificates or comparable documents of public
officials and of officers and representatives of Chase, and have made such other
and further investigations, as we have deemed relevant and necessary as a basis
for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. We have also assumed
that the Registration Statement, and any applicable amendments thereto
(including post-effective amendments), will have become effective under the Act
at the time of issuance, offering and sale of any such Preferred Securities,
Debentures or Guarantees.
<PAGE> 3
The Chase Manhattan Corporation -3- November 26, 1996
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. With respect to the Debentures to be issued under the
Indenture, when (i) such Indenture has been duly authorized and validly
executed and delivered by Chase and by the Debenture Trustee, (ii) the
Board of Directors of Chase (the "Board") has taken all necessary
corporate action to approve the issuance and specific terms of such
Debentures, and (iii) such Debentures have been duly executed,
authenticated, issued and delivered in accordance with the provisions of
such Indenture upon payment of the consideration therefor as contemplated
by the Registration Statement, such Debentures will constitute valid and
legally binding obligations of Chase, enforceable against Chase in
accordance with their terms.
2. With respect to the Guarantee to be issued under each
Guarantee Agreement, when (i) such Guarantee Agreement has been duly
authorized and validly executed and delivered by Chase and by the
Guarantee Trustee, (ii) the Board has taken all necessary corporate action
to approve the issuance and specific terms of such Guarantee and (iii)
such Guarantee, has been duly executed, authenticated, issued and
delivered in accordance with the provisions of such Guarantee Agreement,
such Guarantee will constitute a valid and legally binding obligation of
Chase, enforceable against Chase in accordance with its terms.
Our opinions set forth in paragraphs 1 and 2 above are subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.
We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the law of the State of
New York, the federal law of the United States and the Delaware General
Corporation Law.
<PAGE> 4
The Chase Manhattan Corporation -4- November 26, 1996
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to the reference to us under the caption
"Validity of Securities" in the Prospectus and Prospectus Supplement forming a
part of the Initial Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
------------------------------
SIMPSON THACHER & BARTLETT
<PAGE> 1
Exhibit 5.2
[Letterhead of Richards, Layton & Finger]
November 26, 1996
Chase Capital I
c/o The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
Re: Chase Capital I
Ladies and Gentlemen:
We have acted as special Delaware counsel for The Chase
Manhattan Corporation, a Delaware corporation (the "Company"), and Chase Capital
I, a Delaware business trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated October 28,
1996, as filed in the office of the Secretary of State of the State of Delaware
(the "Secretary of State") on October 28, 1996;
(b) The Trust Agreement of the Trust, dated as of October 24,
1996, among the Company, as Depositor, and the trustees of the Trust named
therein;
<PAGE> 2
Chase Capital I
November 26, 1996
Page 2
(c) The Restated Certificate of Trust, dated November 8, 1996
(the "Certificate"), as filed in the office of the Secretary of State on
November 12, 1996;
(d) The Registration Statement (the "Registration Statement")
under Rule 462(b) of the Securities Act of 1933, as amended, relating to the
7.67% Capital Securities Series A, of the Trust representing preferred undivided
beneficial interests in the assets of the Trust (each, a "Capital Security" and
collectively, the "Capital Securities"), as proposed to be filed by the Company,
the Trust and others as set forth therein with the Securities and Exchange
Commission (c) on or about November 26, 1996;
(e) The Prospectus, dated November 25, 1996 (the
"Prospectus"), and the Prospectus Supplement, dated November 25, 1996 (the
"Prospectus Supplement"), relating to the Capital Securities.
(f) A form of Amended and Restated Trust Agreement of the
Trust, to be entered into among the Company, as Depositor, the trustees of the
Trust named therein, and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust (including Exhibits A, C and E thereto)
(the "Trust Agreement"), incorporated by reference to the Registration
Statement; and
(g) A Certificate of Good Standing for the Trust, dated
November 26, 1996, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (g) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (g) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
<PAGE> 3
Chase Capital I
November 26, 1996
Page 3
For purposes of this opinion, we have assumed (i) that the
Trust Agreement and the Certificate are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, the due
creation or due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi) the
receipt by each Person to whom a Capital Security is to be issued by the Trust
(collectively, the "Capital Security Holders") of a Capital Securities
Certificate for such Capital Security and the payment for the Capital
Security acquired by it, in accordance with the Trust Agreement and the
Registration Statement, and (vii) that the Capital Securities are issued and
sold to the Capital Security Holders in accordance with the Trust Agreement
and the Registration Statement. We have not participated in the preparation of
the Registration Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act.
2. The Capital Securities will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
3. The Capital Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of
<PAGE> 4
Chase Capital I
November 26, 1996
Page 4
Delaware. We note that the Capital Security Holders may be obligated to make
payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the use of our name under the heading "Validity
of Securities" in the Prospectus and the Prospectus Supplement. In giving the
foregoing consents, we do not thereby admit that we come within the category of
Persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by, any
other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger
BJK/dgw
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of The Chase Manhattan Corporation (the "Corporation"),
Chase Capital I, Chase Capital II and Chase Capital III of our report dated
March 31, 1996 appearing on page 50 of the 1995 Annual Report to Stockholders of
the Corporation set forth in the Current Report on Form 8-K dated April 16, 1996
of the Corporation and of our report dated January 16, 1996 appearing on page 42
of Chemical Banking Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995. We also consent to the reference to us under the heading
"Experts" in the Initial Registration Statement.
/s/ PRICE WATERHOUSE LLP
--------------------------------------
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036
November 26, 1996
