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As filed with the Securities and Exchange Commission on March 21, 1996
REGISTRATION NO. 333-01415
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CHEMICAL BANKING CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 13-2624428
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
270 Park Avenue, New York, New York 10017 (212) 270-6000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
---------------------------
William H. McDavid, Esq.
Chemical Banking Corporation
270 Park Avenue, New York, New York 10017 (212) 270-7122
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Peter J. Tobin Jeremiah Thomas, Esq.
Chemical Banking Corporation Simpson Thacher & Bartlett
270 Park Avenue 425 Lexington Avenue
New York, New York 10017 New York, New York 10017
---------------------------
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement.
---------------------------
If the only securities being securities being registered on this Form are being
offered pursuant to dividend 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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion, dated March 21, 1996
2,233,157 SHARES
CHEMICAL BANKING CORPORATION
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
-------------------
This Prospectus is applicable to the 2,233,157 shares of Common Stock, par
value $1.00 per share (the "Common Stock"), of Chemical Banking Corporation (the
"Company") that may be issued upon exercise of the Common Stock Subscription
Warrants (the "Warrants") originally issued by The Chase Manhattan Corporation
("Chase") on June 22, 1993 pursuant to the settlement of a class action lawsuit
(the "Class Action") entitled In re Chase Manhattan Securities Litigation, filed
in the United States District Court, Southern District of New York, Master File
No. 90 Civ. 6092 (LJF) (Consolidated Cases). Pursuant to an Agreement and Plan
of Merger, dated as of August 27, 1995 (the "Merger Agreement"), between the
Company and Chase, Chase and the Company have agreed that Chase will be merged
with and into the Company (the "Merger") with the Company continuing as the
surviving corporation in the Merger under the name "The Chase Manhattan
Corporation." Pursuant to the terms of the agreement pursuant to which the
Warrants were issued, upon the effectiveness of the Merger, each Warrant, which
prior to the Merger is exercisable for one share of common stock of Chase for an
exercise price of $34.6125 per share, subject to certain adjustments, will
become exercisable for 1.04 shares of Common Stock at an exercise price for each
Warrant of $34.6125 (or $33.28125 per share of Common Stock), subject to certain
adjustments. The Warrants are exercisable at any time on or prior to June 30,
1996. See "DESCRIPTION OF WARRANTS AND PLAN OF DISTRIBUTION."
Assuming the Warrants are exercised in full after the effective date of
the Merger, the Company will receive aggregate proceeds in the amount of
$74,322,256 before deducting estimated expenses of $105,629. See "USE OF
PROCEEDS." The Company will pay all expenses with respect to this offering.
The Common Stock is listed on the New York Stock Exchange.
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.
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus in
connection with the offer described in this Prospectus and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or solicitation of an offer to buy any securities offered hereby in any
jurisdiction in which it is not lawful or to any person to whom it is not lawful
to make any such offer or solicitation. Neither the delivery of this Prospectus
nor any sales made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof or since the date of any documents incorporated herein by
reference.
The date of this Prospectus is __________, 1996
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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 concerning the Company can be inspected and
copied at the Commission's office at 450 Fifth Street, N.W., Washington, D.C.
20549 and the Commission's regional offices in New York (7 World Trade Center,
New York, New York 10048) and Chicago (Citicorp Center, 500 W. Madison Street,
Suite 1400, Chicago, Illinois 60661), and copies of such material can be
obtained from the Public Reference Section of the Commission at 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 statements and other information concerning the Company also may be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005. As permitted by the Securities Act of 1933, as amended
(the "Act"), this Prospectus does not contain all the information set forth in
the Registration Statement and exhibits thereto which the Company has filed with
respect to the Common Stock offered hereby (the "Registration Statement"), to
which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated by reference into this Prospectus:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(ii) The description of the Common Stock and the purchase rights for
units of Junior Participating Preferred Stock set forth in the Company's
Registration Statements filed pursuant to Section 12 of the Exchange Act
and any amendment or report filed for the purpose of updating such
descriptions.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference into 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 hereby incorporates by reference the following financial
statements of Chase:
(i) The audited consolidated statements of condition of Chase and
subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, cash flows and changes in stockholders'
equity for each of the years in the three-year period ended December 31,
1994 (incorporated by reference to pages 51 through 77 of Chase's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 (File No.
1-5945)).
(ii) The unaudited consolidated statement of condition of Chase as of
September 30, 1995 and the unaudited consolidated statements of income,
cash flows and changes in stockholders' equity of Chase and subsidiaries
for the nine-months ended September 30, 1995 and 1994 (incorporated by
reference to pages 4 through 8 of Chase's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995 (File No. 1-5945)).
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Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (other than exhibits
specifically incorporated by reference therein). Written requests should be
directed to:
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
Attention: Office of the Secretary
Telephone requests may be directed to (212) 270-4040
THE COMPANY
GENERAL
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. As of the date hereof, 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 bank holding company
subsidiary of the Company ("Texas Commerce").
At December 31, 1995, the Company had total assets of approximately
$182.9 billion and stockholders' equity of approximately $11.9 billion. As of
that date, the Company ranked as the fifth largest bank holding company in the
United States in terms of total assets, and Chemical Bank ranked as the fourth
largest bank in the United States in terms of deposits. At December 31, 1995,
Chemical Bank had total assets of approximately $144.8 billion, total loans of
approximately $67.1 billion and total deposits of approximately $84.5 billion.
Texas Commerce is the second largest bank holding company in Texas in terms of
total deposits and, as of December 31, 1995, had total assets of approximately
$20.1 billion.
MERGER WITH THE CHASE MANHATTAN CORPORATION
On August 28, 1995, the Company and Chase announced their definitive
agreement to enter into the Merger. The Merger will be a stock-for-stock
transaction that will create the largest bank in the United States. The Merger
Agreement provides that each outstanding share of Chase common stock will be
exchanged for 1.04 shares of the Common Stock on a tax-free basis and that all
of Chase's series of preferred stock will be exchanged for similar preferred
stock of the Company. The Merger is expected to qualify as a "pooling of
interests" for accounting and financial reporting purposes. All required
stockholder and regulatory approvals of the Merger have been obtained, and it is
currently anticipated that the Merger will become effective on March 31, 1996.
The new institution, which will adopt the Chase name, will have nearly $300
billion in assets and $20 billion in stockholders' equity.
USE OF PROCEEDS
Assuming the Warrants are exercised in full after the effective date of
the Merger, the Company will receive aggregate proceeds in the amount of
$74,322,256 before deducting estimated expenses of $105,629. Any proceeds to the
Company from the sale of any shares of Common Stock upon exercise of the
Warrants will be used by the Company for general corporate purposes, which may
include the redemption of certain of the Company's outstanding preferred stock
or other capital instruments, repayment of outstanding indebtedness of the
Company or advances to or investments in banking and non-banking subsidiaries of
the Company.
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DESCRIPTION OF WARRANTS AND PLAN OF DISTRIBUTION
GENERAL
On June 17, 1992, Chase approved the settlement of the Class Action and
agreed to issue and distribute the Warrants to a Claims Administrator, for
further distribution to claimants and their counsel, pursuant to a Settlement
Agreement executed by the parties as of July 23, 1992 and approved by the court.
Pursuant to the Merger Agreement and the Warrant Agreement (as defined below),
upon the effectiveness of the Merger, the Warrants, which prior to the Merger
are exercisable for the common stock of Chase, will become exercisable for
Common Stock of the Company.
The shares of Common Stock offered hereby are being offered directly by
the Company to the holders of the Warrants. The Company will reserve 2,233,157
shares of Common Stock for issuance upon exercise of the Warrants. See
"DESCRIPTION OF CAPITAL STOCK."
The Warrants were issued in fully registered, certificated form (the
"Warrant Certificates") under the provisions of a Warrant Agreement dated as of
July 24, 1992 (the "Warrant Agreement"), between Chase and Mellon Securities
Trust Company, as warrant agent (the "Warrant Agent"). Pursuant to the terms of
the Warrant Agreement and applicable Delaware law, upon effectiveness of the
Merger, the Company, as the surviving corporation in the Merger, will succeed to
all of the rights and obligations of Chase under the Warrant Agreement. The
following summary description of the Warrants and Warrant Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Warrant Agreement, which is filed as an exhibit to the Registration Statement of
which this Prospectus forms a part.
As of February 29, 1996, there were 2,147,266 Warrants outstanding and
unexercised, each of which was exercisable for one share of common stock of
Chase at an exercise price of $34.6125. Upon effectiveness of the Merger, each
Warrant shall entitle the registered holder thereof (the "Warrantholder") to
purchase 1.04 shares of Common Stock at an aggregate exercise price of $34.6125
(or $33.28125 per share of Common Stock of the Company). The Warrants expire on
June 30, 1996.
TRANSFER AND EXCHANGE
Warrants may be presented for exchange or registration of transfer (with
the form of assignment on the reverse thereof duly completed and executed) at
the office or agency maintained by the Company for that purpose (initially the
corporate trust office of the Warrant Agent, but subject to change by the
Company). Upon the surrender of a Warrant Certificate for transfer, a new
Warrant Certificate will be issued and delivered, in the name of the assignee
and in the denomination or denominations (in a whole number of Warrants)
specified in such form of assignment. If less than all of the Warrants evidenced
by a Warrant Certificate are being transferred, a new Warrant Certificate will
be issued to the transferor for the Warrants not being transferred. The Warrants
are currently listed on the New York Stock Exchange as securities of Chase.
Application has been made by the Company to continue to list the Warrants on the
New York Stock Exchange after the effectiveness of the Merger as securities of
the Company.
EXERCISE OF WARRANTS
The Warrants can be exercised by surrendering to the office or agency
maintained by the Company for that purpose (initially the corporate trust office
of the Warrant Agent but subject to change by the Company) a Warrant Certificate
with the form of election to purchase on the reverse thereof duly completed and
signed by the Warrantholder or his or her duly authorized agent indicating the
Warrantholder's election to exercise all or a portion (consisting of whole
Warrants) of the Warrants evidenced by such Certificate accompanied by payment
of the agreed exercise price of the Warrants to be exercised, which payment may
be made in the form of cash or a certified or official bank check payable to the
order of the Warrant Agent equal to the aggregate purchase price. The Warrant
Agent will return a certificate evidencing the number of shares of Common Stock
issued upon exercise of the Warrant, together with cash in lieu of fractional
shares to the extent permitted as described below and, if less than all of the
shares covered by the Warrant Certificate are being purchased, a new Warrant
Certificate exercisable for the remaining shares covered by the Warrant
Certificate.
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ADJUSTMENT TO EXERCISE PRICE
As a result of the Merger, in accordance with the Warrant Agreement, each
Warrant will become exercisable for 1.04 shares of Common Stock for an exercise
price per Warrant of $34.6125 (or $33.28125 per share of Common Stock). The
Company will provide notice to each Warrantholder of the occurrence of such
adjustment as a result of the Merger. The Warrant Agreement provides for further
adjustments of the exercise price to account for payments by the Company of
stock dividends, other distributions to all holders of its Common Stock of
additional shares of its Common Stock, issuance of certain rights, options or
warrants to all holders of its Common Stock, certain subdivisions or
reclassifications of outstanding shares of its Common Stock, distributions to
all holders of Common Stock of evidences of indebtedness or assets of the
Company, and distributions to all holders of its Common Stock of other
securities of the Company or rights or warrants to subscribe for such
securities. The Warrants permit the Company to make additional reductions in the
exercise price in order that any event treated for federal income tax purposes
as a dividend of stock or stock rights shall not be taxable to the recipients of
Warrants.
MODIFICATION AND WAIVER
The Company and the Warrant Agent may from time to time supplement or
amend the Warrant Agreement or the provisions of the Warrant Certificates
without the approval of any holders of Warrant Certificates in order to cure any
ambiguity, to correct or supplement any provision contained therein that may be
defective or inconsistent with the other provisions therein, or to make any
other provisions in regard to matters or questions arising thereunder that are
not inconsistent with the provisions of the Warrant Certificates and do not
adversely affect the interest of the Warrantholders.
FRACTIONAL INTERESTS
No Warrant Certificate evidencing a fraction of a Warrant, fractions of
shares of Common Stock on the exercise of the Warrants, or cash in lieu of
fractional shares will be issued. Notwithstanding the foregoing, as a result of
the Merger, each Warrant Certificate outstanding immediately prior to the Merger
shall, upon effectiveness of the Merger and pursuant to the terms of the Warrant
Agreement, automatically become exercisable for a number of whole shares of
Common Stock equal to 1.04 times the number of shares of Common Stock into which
the Warrants evidenced by such Warrant Certificate were exercisable immediately
prior to the Merger, plus cash in lieu of any fractional shares of Common Stock
issuable upon exercise of the Warrants evidenced by such Warrant Certificate.
NO RIGHTS AS STOCKHOLDERS
The Warrantholders as such are not entitled to vote, receive dividends or
exercise any of the rights of holders of shares of Common Stock for any purpose
until such Warrants have been duly exercised and payment of the purchase price
has been made.
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 Delaware General Corporation
Law (the "DGCL"), the Company's Restated Certificate of Incorporation (the
"Charter"), including the certificates of designations pursuant to which each
series of preferred stock, par value $1.00 per share, of the Company (the
"Preferred Stock") outstanding as of the date of this Prospectus (the "Existing
Preferred Stock"), and each series of Preferred Stock to be issued by the
Company upon conversion of each outstanding series of preferred stock of Chase
in the Merger (the "Merger Preferred Stock"), were or will be issued and the
terms of the Rights Agreement described below under "Rights Plan". The Charter,
such certificates of designation and the Rights Agreement are included as
exhibits to the Registration Statement of which this Prospectus forms a part. On
January 19, 1996, the Company's Board of Directors announced its decision to
redeem all Rights (as defined below) issued pursuant to the Rights Agreement
through the payment of a redemption price of $0.01 per share with respect to
each Right outstanding as of the record date of April 4, 1996. Upon payment of
the redemption price, no Rights will thereafter be deemed to be attached to the
Common Stock then outstanding or thereafter issued and all of the rights and
obligations of the Company and its stockholders pursuant to the Rights Agreement
will terminate.
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COMMON STOCK
General. The Company is currently authorized to issue up to 400,000,000
shares of Common Stock. Immediately prior to the consummation of the Merger, the
Charter will be amended and restated to, among other things, increase the number
of authorized shares of Common Stock to 750,000,000. As of December 31, 1995,
the Company had outstanding 250,516,074 shares of Common Stock and 4,414,830
shares held in its treasury. As of December 31, 1995, approximately 15,131,468
shares of Common Stock were reserved for issuance upon exercise of outstanding
stock options, under various employee or non-employee director incentive,
compensation and stock purchase plans and under the Company's Dividend
Reinvestment Plan and 50,170,882 shares were reserved for issuance upon exercise
of an option granted to Chase in connection with the execution and delivery of
the Merger Agreement.
Dividend Rights. 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 cumulative dividends on the shares
of Preferred Stock have been paid.
Voting Rights. 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 each matter 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.
Rights Upon Liquidation. 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.
Miscellaneous. 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 Mellon Shareholder Services, L.L.C. is
the transfer agent, registrar and dividend disbursement agent for the Common
Stock.
PREFERRED STOCK
General. Under the Charter, the Board of Directors of the Company 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 Company's Board of Directors or a duly authorized
committee thereof. The Company may amend from time to time the Charter to
increase the number of authorized shares of Preferred Stock in the manner
provided in the Charter and the DGCL.
As of December 31, 1995, the Company had outstanding six series of
Existing Preferred Stock as follows: (i) 4,000,000 shares of 10.96% Preferred
Stock (the "10.96% Preferred"); (ii) 14,000,000 shares of 8-3/8% Preferred Stock
(the "8-3/8% Preferred"); (iii) 2,000,000 shares of 7.92% Cumulative Preferred
Stock (the "7.92% Preferred"); (iv) 2,000,000 shares of 7.58% Cumulative
Preferred Stock (the "7.58% Preferred"), (v) 2,000,000 shares of 7-1/2%
Cumulative Preferred Stock (the "7-1/2% Preferred") and (vi) 2,000,000 shares of
Adjustable Rate Cumulative Preferred Stock, Series L (the "Series L Preferred").
In addition, as of December 31, 1995, 4,000,000 shares of Preferred Stock,
designated as Junior Participating Preferred Stock, were reserved for issuance
pursuant to the Rights Agreement described below under "Rights Plan". The shares
of 7.92% Preferred, 7.58% Preferred and 7.50% Preferred are represented by
Depositary Shares each representing 0.25 of a share.
Pursuant to the Merger Agreement, each share of Preferred Stock of
Chase outstanding immediately prior to the effective time of the Merger will be
converted into one share of a newly-issued series of Merger Preferred Stock
having substantially the same terms as the series of preferred stock of Chase
being so converted.The Company's Board of
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Directors has authorized the creation of the following series of Merger
Preferred Stock in accordance with the terms of the Merger Agreement: (i) up to
5,600,000 shares of 10-1/2% Cumulative Preferred Stock of the Company (the
"10-1/2% Merger Preferred") issuable upon conversion in the Merger of Chase's
Preferred Stock, 10-1/2% Series G, (ii) up to 4,000,000 shares of 9.76%
Cumulative Preferred Stock of the Company (the "9.76% Merger Preferred")
issuable upon conversion in the Merger of Chase's Preferred Stock, 9.76% Series
H, (iii) up to 8,000,000 shares of 10.84% Cumulative Preferred Stock of the
Company (the "10.84% Merger Preferred") issuable upon conversion in the Merger
of Chase's Preferred Stock, 10.84% Series I, (iv) up to 6,000,000 shares of
9.08% Cumulative Preferred Stock of the Company (the "9.08% Merger Preferred")
issuable upon conversion in the Merger of Chase's Preferred Stock, 9.08% Series
J, (v) up to 6,800,000 shares of 8-1/2% Cumulative Preferred Stock of the
Company (the "8-1/2% Merger Preferred") issuable upon conversion in the Merger
of Chase's Preferred Stock, 8-1/2% Series K, (vi) up to 9,600,000 shares of
8.32% Cumulative Preferred Stock of the Company (the "8.32% Merger Preferred")
issuable upon conversion in the Merger of Chase's Preferred Stock, 8.32% Series
L, (vii) up to 6,900,000 shares of 8.40% Cumulative Preferred Stock of the
Company (the "8.40% Merger Preferred") issuable upon conversion in the Merger of
Chase's Preferred Stock, 8.40% Series M and (viii) up to 9,100,000 shares of
Adjustable Rate Preferred Stock, Series N, of the Company (the "Series N Merger
Preferred") issuable upon conversion in the Merger of Chase's Preferred Stock,
Adjustable Rate Series N.
Dividends. Each series of Preferred Stock (including, upon issuance, each
series of Merger Preferred Stock) ranks on a parity as to dividends with each
other series of Preferred Stock and all such series have a preference over the
Common Stock with respect to the payment of dividends. Holders of Preferred
Stock (including, upon issuance, the Merger Preferred Stock) of each series are
entitled to receive, when, as and if declared by the Company's Board of
Directors, out of assets of the Company legally available therefor, cumulative
cash dividends. The amounts of the cumulative dividends on the Series L
Preferred and the Series N Merger Preferred vary with the interest rates on
certain U.S. Government obligations.
Rights Upon Liquidation. Each series of Preferred Stock (including, upon
issuance, each series of Merger Preferred Stock) ranks on a parity with each
other series of Preferred Stock as to the distribution of assets in the event of
a liquidation, dissolution or winding up of the Company, and all such series
have a preference over the Common Stock with respect to any such distribution of
assets. In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of each series of Preferred Stock
(including, upon issuance, the Merger Preferred Stock) will be entitled to
receive out of assets of the Company available for distribution to stockholders,
before any distribution of assets is made to holders of Common Stock or any
other class of stock ranking junior to such series of Preferred Stock upon
liquidation, liquidating distributions as follows: (i) the holders of 7.92%
Preferred, 7.58% Preferred, 7-1/2% Preferred and Series L Preferred are each
entitled to receive a distribution of $100 per share plus, in each case, accrued
and unpaid dividends, if any; and (ii) the holders of 10.96% Preferred, 8-3/8%
Preferred and each series of Merger Preferred Stock are each entitled to receive
a distribution of $25 per share plus, in each case, accrued and unpaid
dividends, if any.
Redemption. Each series of Preferred Stock (including, upon issuance, the
Merger Preferred Stock) is redeemable at the option of the Company in each case
at a redemption price equal to its liquidation value, plus accrued and unpaid
dividends thereon, if any, to the date fixed for redemption, as follows:
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REDEEMABLE ON
SERIES OF PREFERRED STOCK OR AFTER
- -------------------------------- -----------------------------
10.96% Preferred June 30, 2000
8-3/8% Preferred June 1, 1997
7.92% Preferred October 1, 1997
7.58% Preferred April 1, 1998
7-1/2% Preferred June 1, 1998
Series L Preferred June 30, 1999
10-1/2% Merger Preferred September 30, 1998
9.76% Merger Preferred September 30, 1999
10.84% Merger Preferred June 30, 2001
9.08% Merger Preferred March 31, 1997
8-1/2% Merger Preferred June 30, 1997
8.32% Merger Preferred September 30, 1997
8.40% Merger Preferred March 31, 1998
Series N Merger Preferred June 30, 1999
Voting Rights. If at the time of any annual meeting of the Company's
stockholders the equivalent of six quarterly dividends payable on any series of
Preferred Stock (including, upon issuance, the Merger Preferred Stock) are in
default, the number of directors of the Company will be increased by two and the
holders of all outstanding series of 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.
The affirmative vote or consent of the holders of at least two-thirds of
the outstanding shares of any series of Existing Preferred Stock, voting as a
separate class, is required for any amendment of the Charter which would
adversely affect the powers, preferences, privileges or rights of such series of
Existing 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 Existing Preferred Stock and any other series of
Preferred Stock ranking on a parity with such series of Existing Preferred Stock
as to dividends or upon liquidation, voting as a single class without regard to
series, is required to create, authorize or issue, or reclassify any stock of
the Company into, any additional class or series of stock ranking prior to such
series of Existing Preferred Stock as to dividends or upon liquidation, or to
create, authorize or issue any obligation or security convertible into or
exercisable for any such prior ranking Preferred Stock.
Each series of Merger Preferred Stock provides that the affirmative vote
or consent of the holders of at least two-thirds of the outstanding shares of
each series of Preferred Stock (including, upon issuance, the Merger Preferred
Stock), voting as a separate class (with holders of each such series of
Preferred Stock being entitled to cast one vote per share), will be required (a)
to create any class or series of stock which shall have preference as to
dividends or distribution of assets over any outstanding series of Preferred
Stock other than a series which shall not have any right to object to such
creation or (b) alter or change the provisions of the Charter so as to adversely
affect the voting powers, preferences or special rights of the holders of a
series of Preferred Stock; provided that if such amendment shall not adversely
affect all series of Preferred Stock, such amendment need only be approved by
at least two-thirds of the holders of shares of all series of Preferred Stock
adversely affected thereby.
Miscellaneous. No series of Existing Preferred Stock is, and, upon
issuance, no series of Merger Preferred Stock will be, convertible into shares
of Common Stock or other securities. No series of Existing Preferred Stock is,
and, upon issuance, no series of Merger Preferred Stock will be, subject to
preemptive rights. Chemical Mellon Shareholder Services, L.L.C. is the transfer
agent, registrar and dividend disbursement agent for the Preferred Stock
(including, upon issuance, the Merger Preferred Stock) and any Depositary
Shares representing an interest therein.
SHAREHOLDERS' RIGHTS PLAN
The Company adopted a shareholders' rights plan (the "Rights Plan") which
was intended to protect stockholders in the event of unsolicited offers or
attempts to acquire the Company. Pursuant to the Rights Plan, the Board of
Directors of
8
<PAGE> 10
the Company declared a dividend distribution of one right (each a "Right") for
each outstanding share of Common Stock to stockholders of record at the close of
business on April 24, 1989 and authorized the issuance of one Right (as adjusted
pursuant to the Rights Agreement (as defined below)) for each share of Common
Stock issued thereafter.
The Rights were initially and will continue to be attached to all
certificates representing Common Stock (including shares issued in the Merger).
Pursuant to the Rights Agreement, upon the occurrence of certain unsolicited
takeover attempts for the Company, the Rights would separate from the Common
Stock and entitle the registered holders of such Rights to purchase from the
Company units consisting of one one-hundredth of a share of Junior Participating
Preferred Stock of the Company at a price of $150 per unit, subject to
adjustment. In addition, pursuant to the Rights Agreement, upon the occurrence
of certain events, the Rights would entitle the holders thereof (other than the
potential acquiror and its affiliates) to receive, upon exercise, Common Stock
or other property of the Company (or in certain cases the acquiring company in
the takeover) valued at two times the exercise price of the Rights.
The Rights Agreement provides that the Company, by action of its Board of
Directors, may redeem the Rights in whole, but not in part, at a redemption
price of $0.01 per Right. On January 19, 1996, the Company's Board of Directors
announced its decision to redeem all Rights outstanding as of August 4, 1996,
through the payment of the redemption price with respect to all such Rights to
the holders of record thereof as of such date. As a result of such board action,
the Rights now represent only the right of holders of record as of such record
date to receive the redemption price with respect to the Rights. Upon payment of
the redemption price, no Rights will thereafter be attached to the Common Stock
then outstanding or thereafter issued, and all of the rights and obligations of
the Company and its stockholders pursuant to the Rights Agreement will
terminate.
The description and terms of the Rights are set forth in the Rights
Agreement, dated as of April 13, 1989 and amended on July 15, 1991 and August
27, 1995 (as so amended, the "Rights Agreement"), between the Company and
Chemical Bank, as Rights Agent.
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 of the Company unless the offer is
conditioned on a substantial number of Rights being acquired.
FEDERAL INCOME TAX CONSEQUENCES
Holders of Warrants will not recognize any gain or loss on the purchase of
Common Stock for cash upon exercise of the Warrants. The tax basis of the Common
Stock received will be equal to the tax basis, as adjusted, in the Warrants so
exercised, plus the cash exercise price. The holding period of the Common Stock
received will not include any period during which the Warrants were held, but
instead will commence upon exercise of the Warrants. Holders of Warrants should
consult their own tax advisors concerning the federal income tax consequences of
the receipt, sale, exchange or other disposition of the Warrants or of the
Common Stock issuable upon exercise thereof, and concerning their tax basis in
the Warrants. Such holders should also consult their own tax advisors as to the
tax treatment arising from the application of foreign, state or local tax laws
and regulations.
VALIDITY OF SHARES OF COMMON STOCK
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Simpson Thacher & Bartlett, New York, New York.
EXPERTS
The consolidated financial statements of the Company and Chase
incorporated into this Prospectus by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995 and Chase's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 have been
audited by Price Waterhouse LLP, independent accountants for each of the
Company and Chase, and have been so incorporated in reliance on the reports of
Price Waterhouse LLP set forth therein, given on the authority of such firm as
experts in auditing and accounting.
9
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.................$25,629
Legal fees and expenses............................................. 25,000
Accounting fees and expenses..........................................5,000
Blue Sky fees and expenses...........................................20,000
Printing and engraving...............................................20,000
Miscellaneous....................................................... 10,000
--------
$105,629
========
</TABLE>
All of the above expenses except the Securities and Exchange Commission
registration fee are estimated. All of the above expenses will be paid by the
Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation
may indemnify any person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than a derivative action by or in the right of such
corporation) who is or was a director, officer, employee or agent of such
corporation, or serving at the request of such corporation in such capacity for
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
The DGCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
derivative action, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to such corporation unless the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
The DGCL provides that the indemnification described above shall not be
deemed exclusive of other indemnification that may be granted by a corporation
pursuant to its By-Laws, disinterested directors' vote, stockholders' vote,
agreement or otherwise.
The DGCL also provides corporations with the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation in a similar capacity for another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her in any such capacity, or arising out of his or her status as such, whether
or not the corporation would have the power to indemnify him or her against such
liability as described above.
The Restated Certificate of Incorporation of Chemical Banking Corporation
(the "Registrant") provides that, to the fullest extent that the DGCL as from
time to time in effect permits the limitation or elimination of the liability of
directors, no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director.
The Registrant's Restated 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 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.
II-1
<PAGE> 12
The Registrant's Restated Certificate of Incorporation also empowers the
Registrant by action of its Board of Directors, notwithstanding any interest of
the directors in the action, 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 (including any excise taxes assessed on a
person with respect to any employee benefit plan) 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 applicable law, as from time to time in effect.
The By-laws provide a clear and unconditional right to indemnification for
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by any person in connection with any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (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, which right of indemnification and of advancement of expenses is not
exclusive.
The Registrant's By-laws also provide that the Registrant may enter into
contracts with any director, officer, employee or agent of the Registrant in
furtherance of the indemnification provisions in the By-laws, as well as create
a trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure payment of amounts indemnified.
ITEM 16. EXHIBITS
4.1 Restated Certificate of Incorporation of Chemical Banking
Corporation (incorporated by reference to Exhibit 3.1 of the
Annual Report on Form 10-K dated December 31, 1993 of Chemical
Banking Corporation)
4.2 Certificate of Designations of the Adjustable Rate Cumulative
Preferred Stock, Series L, of Chemical Banking Corporation
(incorporated by reference to Exhibit 2 of the Registration
Statement on Form 8-A of Chemical Banking Corporation dated June
6, 1994)
4.3 By-Laws of Chemical Banking Corporation, as amended (incorporated
by reference to Exhibit 3.2 of the Annual Report on Form 10-K
dated December 31, 1993 of Chemical Banking Corporation)
4.4 Rights Agreement, dated as of April 13, 1989, between Chemical
Banking Corporation and Chemical Bank (as successor rights agent
to Harris Trust Company of New York) (incorporated by reference to
Exhibit 1 to the Registration Statement on Form 8-A of Chemical
Banking Corporation dated April 13, 1989)
4.5 Form of Restated Certificate of Incorporation of The Chase
Manhattan Corporation (incorporated by reference to Exhibit 5 to
the Registration Statement on Form 8-A of Chemical Banking
Corporation dated March 13, 1996 relating to Common Stock
Subscription Warrants)
4.6 Warrant Agreement between The Chase Manhattan Corporation and
Mellon Securities Trust Company (incorporated by reference to
Exhibit (4)(e) to the Registration Statement on Form S-3 of The
Chase Manhattan Corporation (Reg. No. 33-63018) filed May 19,
1993)
4.7 Form of Warrant Certificate (incorporated by reference to Exhibit
(4)(f) to the Registration Statement on Form S-3 of The Chase
Manhattan Corporation (Reg. No. 33-63018) filed May 19, 1993)
* 5 Opinion of Simpson Thacher & Bartlett regarding the legality of
securities being issued
- -------------------
* Previously filed
</R
II-2
<PAGE> 13
23.1 Consent of Price Waterhouse as to the financial statements of
Chemical Banking Corporation
23.2 Consent of Price Waterhouse as to the financial statements of The
Chase Manhattan Corporation
23.3 Consent of Simpson Thacher & Bartlett (contained in exhibit 5)
* 24 Powers of Attorney
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, 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 the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such 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.
(b) 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.
(c) 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 foregoing
provisions, 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 Act
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 Act and will be governed by the final
adjudication of such issue.
- -----------------
* Previously filed
II-3
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York City, State of New York, on
March 21, 1996.
CHEMICAL BANKING CORPORATION
By /s/ John B. Wynne
-------------------------
(John B. Wynne, Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed by the following persons in thec capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman, Chief Executive Officer and March 21, 1996
- ------------------------ Director
Walter V. Shipley
* President and Director March 21, 1996
- ------------------------
Edward D. Miller
* Director March 21, 1996
- ------------------------
Frank A. Bennack, Jr.
* Director March 21, 1996
- ------------------------
Michel C. Bergerac
* Director March 21, 1996
- ------------------------
Randolph W. Bromery
* Director March 21, 1996
- ------------------------
Charles W. Duncan, Jr.
* Director March 21, 1996
- ------------------------
Melvin R. Goodes
* Director March 21, 1996
- ------------------------
George V. Grune
* Director March 21, 1996
- ------------------------
William B. Harrison, Jr.
* Director March 21, 1996
- ------------------------
Harold S. Hook
</TABLE>
II-4
<PAGE> 15
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director March 21, 1996
- ------------------------
J. Bruce Llewellyn
* Director March 21, 1996
- ------------------------
John P. Mascotte
* Director March 21, 1996
- ------------------------
John F. McGillicuddy
* Director March 21, 1996
- ------------------------
Andrew C. Sigler
* Director March 21, 1996
- ------------------------
Michael I. Sovern
* Director March 21, 1996
- ------------------------
John R. Stafford
* Director March 21, 1996
- ------------------------
W. Bruce Thomas
* Director March 21, 1996
- ------------------------
Marina v.N. Whitman
* Director March 21, 1996
- ------------------------
Richard D. Wood
* Executive Vice President March 21, 1996
- ------------------------ and Chief Financial Officer
Peter J. Tobin (Principal Financial Officer)
* Controller March 21, 1996
- ------------------------ (Chief Accounting Officer)
Joseph L. Sclafani
</TABLE>
* John B. Wynne hereby signs this Amendment on March 21, 1996, on behalf of
each of the above-named Directors and Officers of the Registrant above
whose typed names asterisks appear, pursuant to powers of attorney duly
executed by such Directors and Officers and filed with the Securities
and Exchange Commission as exhibits to this Amendment.
/s/ John B. Wynne
----------------------
John B. Wynne
Attorney-in-fact
II-5
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
------ ----------- --------
<S> <C>
4.1 Restated Certificate of Incorporation of Chemical Banking Corporation
(incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K
dated December 31, 1993 of Chemical Banking Corporation)
4.2 Certificate of Designations of the Adjustable Rate Cumulative Preferred Stock,
Series L, of Chemical Banking Corporation (incorporated by reference to Exhibit
2 of the Registration Statement on Form 8-A of Chemical Banking Corporation
dated June 6, 1994)
4.3 By-Laws of Chemical Banking Corporation, as amended (incorporated by
reference to Exhibit 3.2 of the Annual Report on Form 10-K dated December 31,
1993 of Chemical Banking Corporation)
4.4 Rights Agreement, dated as of April 13, 1989, between Chemical Banking
Corporation and Chemical Bank (as successor rights agent to Harris Trust
Company of New York) (incorporated by reference to Exhibit 1 to the
Registration Statement on Form 8-A of Chemical Banking Corporation dated April
13, 1989)
4.5 Form of Restated Certificate of Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Exhibit 5 to the Registration Statement on Form 8-A
of Chemical Banking Corporation dated March 13, 1996 relating to Common Stock
Subscription Warrants)
4.6 Warrant Agreement between The Chase Manhattan Corporation and Mellon
Securities Trust Company (incorporated by reference to Exhibit (4)(e) to the
Registration Statement on Form S-3 of The Chase Manhattan Corporation (Reg.
No. 33-63018) filed May 19, 1993)
4.7 Form of Warrant Certificate (incorporated by reference to Exhibit (4)(f) to the
Registration Statement on Form S-3 of The Chase Manhattan Corporation
(Reg. No. 33-63018) filed May 19, 1993)
* 5 Opinion of Simpson Thacher & Bartlett regarding the legality of securities being
issued
23.1 Consent of Price Waterhouse as to the financial statements of Chemical Banking
Corporation
23.2 Consent of Price Waterhouse as to the financial statements of The Chase Manhattan
Corporation
23.3 Consent of Simpson Thacher & Bartlett (contained in exhibit 5)
* 24 Powers of Attorney
</TABLE>
- ------------------------------
* Previously Filed
<PAGE> 1
EXHIBIT 23.1
[PRICE WATERHOUSE LLP LETTERHEAD]
[LOGO]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in Amendment No. 2 to the
Registration Statement on Form S-3 of Chemical Banking Corporation
(Registration No. 333-01415) of our report dated January 16, 1996 appearing on
page 42 of the Annual Report on Form 10-K of Chemical Banking Corporation
for the year ended December 31, 1995. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
March 21, 1996
<PAGE> 1
EXHIBIT 23.2
[Price Waterhouse LLP LETTERHEAD]
[LOGO]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in Amendment No. 2 to the
Registration Statement on Form S-3 of Chemical Banking Corporation
(Registration No. 333-01415) of our report dated January 17, 1995 appearing on
page 50 of the Annual Report on Form 10-K of The Chase Manhattan Corporation
for the year ended December 31, 1994. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.
/s/ Price Waterhouse LLP
- ---------------------------------
PRICE WATERHOUSE LLP
New York, New York
March 21, 1996
