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Filed pursuant to Rule 424(b)(3)
Registration No. 333-01415
[CHASE LOGO]
2,233,157 SHARES
THE CHASE MANHATTAN CORPORATION
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
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This Prospectus relates to the 2,233,157 shares of Common Stock, par value
$1.00 per share (the "Common Stock"), of The Chase Manhattan Corporation
(formerly known as 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 ("Old 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 Old Chase, on March 31, 1996, Old Chase 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". In
accordance with 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 was exercisable for one share of common stock of Old Chase for an
exercise price of $34.6125 per share, subject to certain adjustments), became
exercisable for 1.04 shares of Common Stock of the Company 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 at the exercise price which
became effective at 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 Warrants and the Common Stock underlying the Warrants are 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.
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The date of this Prospectus is April 1, 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 offices 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 Company's Current Reports on Form 8-K dated January 12,
1996, January 18, 1996, January 19, 1996, February 5, 1996, March 25, 1996
and March 31, 1996.
(iii) 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 Old Chase:
(i) The audited consolidated statements of condition of Old 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 Old 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 Old Chase as
of September 30, 1995 and the unaudited consolidated statements of income,
cash flows and changes in stockholders' equity of Old Chase and
subsidiaries for the nine-months ended September 30, 1995 and 1994
(incorporated by reference to pages 4 through 8 of Old Chase's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1995 (File No.
1-5945)).
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:
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Attention: Office of the Secretary
Telephone requests may be directed to (212) 270-4040
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THE COMPANY
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.
On March 31, 1996, Old Chase merged with and into the Company, and the Company
changed its name to "The Chase Manhattan Corporation". As a result of the
Merger, the Company has become the largest banking institution in the United
States, with over $300 billion in assets and $20 billion in stockholders'
equity. The principal bank subsidiaries of the Company are currently The Chase
Manhattan Bank (National Association), a national banking association ("Chase
Bank"), Chemical Bank, a New York banking corporation ("Chemical Bank"), and
Texas Commerce Bank National Association, a subsidiary of Texas Commerce Equity
Holdings, Inc., a Delaware holding company subsidiary of the Company. Chase Bank
and Chemical Bank have entered into an agreement pursuant to which Chase Bank
will merge with and into Chemical Bank, with Chemical Bank continuing as the
surviving corporation in the bank merger under the name "The Chase Manhattan
Bank". The bank merger is expected to be completed in July 1996.
USE OF PROCEEDS
Assuming the Warrants are exercised in full at the exercise price which
became effective at 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.
DESCRIPTION OF WARRANTS AND PLAN OF DISTRIBUTION
GENERAL
On June 17, 1992, Old 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
were exercisable for the common stock of Old Chase, became 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 has reserved 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 Old 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, succeeded to
all of the rights and obligations of Old 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 Old
Chase at an exercise price of $34.6125. As a result of the Merger, each Warrant
currently entitles the registered holder thereof (the "Warrantholder") to
purchase 1.04 shares of Common Stock of the Company 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.
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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
and the Common Stock of the Company underlying the Warrants are each listed on
the New York Stock Exchange.
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. The Warrant Agent will return a
certificate evidencing the number of whole 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.
ADJUSTMENT TO EXERCISE PRICE
As a result of the Merger, in accordance with the Warrant Agreement, each
Warrant has become exercisable for 1.04 shares of Common Stock of the Company
for an exercise price per Warrant of $34.6125 (or $33.28125 per share of Common
Stock). 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
has, pursuant to the terms of the Warrant Agreement, become exercisable for a
number of whole shares of Common Stock
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equal to 1.04 times the number of shares of common stock of Old Chase 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
of the Company 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") were 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 the redemption price of
$0.01 per share on April 30, 1996 with respect to each Right outstanding as of
the close of business on 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.
COMMON STOCK
General. The Company is authorized to issue up to 750,000,000 shares of
Common Stock. As of December 31, 1995, on a pro forma basis assuming the Merger
had occurred as of such date, the Company had outstanding 435,004,450 shares of
Common Stock, 22,583,225 shares held in its treasury and approximately
51,000,000 million shares of Common Stock reserved for issuance under various
employee or non-employee director incentive, compensation and stock purchase and
option plans and under the Company's Dividend Reinvestment Plan.
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
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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 April 1, 1996, the Company had outstanding fourteen series of
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"); (vi) 2,000,000 shares of Adjustable
Rate Cumulative Preferred Stock, Series L (the "Series L Preferred"); (vii)
5,600,000 shares of 10 1/2% Cumulative Preferred Stock (the "10 1/2%
Preferred"); (viii) 4,000,000 shares of 9.76% Cumulative Preferred Stock (the
"9.76% Preferred"); (ix) 8,000,000 shares of 10.84% Cumulative Preferred Stock
(the "10.84% Preferred"); (x) 6,000,000 shares of 9.08% Cumulative Preferred
Stock (the "9.08% Preferred"); (xi) 6,800,000 shares of 8 1/2% Cumulative
Preferred Stock (the "8 1/2% Preferred"); (xii) 9,600,000 shares of 8.32%
Cumulative Preferred Stock (the "8.32% Preferred"); (xiii) 6,900,000 shares of
8.40% Cumulative Preferred Stock (the "8.40% Preferred"); and (xiv) 9,100,000
shares of Adjustable Rate Preferred Stock, Series N (the "Series N Preferred").
The shares of 7.92% Preferred, 7.58% Preferred and 7 1/2% Preferred are
represented by Depositary Shares each representing 0.25 of a share. The series
of Preferred Stock referred to in clauses (i) through (vi) are sometimes
referred to below as the "Pre-Merger Preferred Stock", and the series of
Preferred Stock listed in clauses (vii) through (xiv) are sometimes referred to
below as the "Merger Preferred Stock".
Dividends. Each series of 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 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 Preferred vary
with the interest rates on certain U.S. Government obligations.
Rights Upon Liquidation. Each series of 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 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 each other series of Preferred Stock are each
entitled to receive a distribution of $25 per share plus, in each case, accrued
and unpaid dividends, if any.
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Redemption. Each series of 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:
<TABLE>
<CAPTION>
SERIES OF PREFERRED STOCK REDEEMABLE ON OR AFTER
-------------------------- --------------------------
<S> <C>
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% Preferred September 30, 1998
9.76% Preferred September 30, 1999
10.84% Preferred June 30, 2001
9.08% Preferred March 31, 1997
8 1/2% Preferred June 30, 1997
8.32% Preferred September 30, 1997
8.40% Preferred March 31, 1998
Series N Preferred June 30, 1999
</TABLE>
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 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 Pre-Merger 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
Pre-Merger 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 Pre-Merger Preferred Stock and any other series of
Preferred Stock ranking on a parity with such series of Pre-Merger 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 Pre-Merger 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, voting as a separate class, 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 Preferred Stock is convertible into shares of
Common Stock or other securities. No series of Preferred Stock is subject to
preemptive rights. Chemical Mellon Shareholder Services, L.L.C. is the transfer
agent, registrar and dividend disbursement agent for the Preferred Stock and any
Depositary Shares representing an interest therein.
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SHAREHOLDERS' RIGHTS PLAN
The Company adopted a shareholders' rights plan (the "Rights Plan") on
April 24, 1989 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 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 intended to have certain anti-takeover effects. The Rights were intended to
cause substantial dilution to a person that attempted to acquire the Company
without the approval of the Board of Directors of the Company unless the offer
was conditioned on a substantial number of Rights being acquired. 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.
On January 18, 1996, the Company's Board of Directors announced its
decision to redeem all Rights outstanding as of the record date of August 4,
1996, through the payment on April 30, 1996 of the redemption price of $0.01 per
Right with respect to all Rights to the holders of record thereof as of the
close of business on the record 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.
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 Old Chase
incorporated into this Prospectus by reference to the Annual Report of the
Company on Form 10-K for the fiscal year ending December 31, 1995 and the Annual
Report of Old Chase on Form 10-K for the fiscal year ending December 31, 1994
have been audited by Price Waterhouse LLP, independent accountants for each of
the Company and Old 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.
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