<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1996
AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-64261
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 33-49965
POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT NO. 33-57104
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-53306
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-47105
POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT NO. 33-45228
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-36164
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-15230
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-13062
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 2-98344
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-4031
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-7299
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 33-15266
POST-EFFECTIVE AMENDMENT NO. 5 TO REGISTRATION STATEMENT NO. 33-20950
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-40485
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 33-42367
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 33-45266
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 33-58144
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-55295
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE CHASE MANHATTAN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 270 PARK AVENUE 13-2624428
(STATE OR OTHER JURISDICTION NEW YORK, NEW YORK 10017 (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) (212) 270-6000 IDENTIFICATION NO.)
</TABLE>
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ANTHONY J. HORAN, ESQ.
THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 270-4040
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
PETER J. TOBIN WILLIAM H. MCDAVID, ESQ.
THE CHASE MANHATTAN CORPORATION THE CHASE MANHATTAN CORPORATION
270 PARK AVENUE 270 PARK AVENUE
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10017
JEREMIAH L. THOMAS, ESQ. C. ALLEN PARKER, ESQ.
SIMPSON THACHER & BARTLETT CRAVATH, SWAINE & MOORE
425 LEXINGTON AVENUE WORLDWIDE PLAZA
NEW YORK, NEW YORK 10017 825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
------------------------
If the only 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, please 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, check the following box and
list the Securities Act Registration Statement Number of the earlier effective
Registration Statement for the same offering. [ ]
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 Statement 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. [ ]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2) UNIT OR SHARE(2)(3) OFFERING PRICE(3)(4) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
Debt Securities, Debt Warrants,
Preferred Stock, Depositary
Shares(5), Preferred Stock Warrants,
Common Stock, Common Stock Warrants
and Currency Warrants(6)(7)......... -- -- $3,000,000,000 $1,034,483(8)(9)
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</TABLE>
(1) If any Debt Securities are issued at an original issue discount, then such
greater principal amount as shall result in an aggregate initial offering
price of $3,000,000,000. In no event will the aggregate initial offering
price of Debt Securities, Debt Warrants, Preferred Stock, Depositary
Shares, Preferred Stock Warrants, Common Stock, Common Stock Warrants and
Currency Warrants issued under this Registration Statement and not
previously registered under the Securities Act of 1933, as amended (the
"Securities Act"), exceed $3,000,000,000 or the equivalent thereof in one
or more foreign currencies or composite currencies, including European
Currency Units.
(2) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D of Form S-3 under the Securities Act.
(3) The proposed maximum offering price per unit or share will be determined
from time to time by the Registrant in connection with, and at the time of,
the issuance by the Registrant of the securities registered hereunder.
(4) Estimated solely for the purposes of computing the registration fee
pursuant to Rule 457(o) of the Rules and Regulations of the Securities and
Exchange Commission under the Securities Act.
(5) Such indeterminate number of Depositary Shares to be evidenced by
Depositary Receipts issued pursuant to a Deposit Agreement. In the event
the Registrant elects to offer to the public fractional interests in shares
of the Preferred Stock registered hereunder, Depositary Receipts will be
distributed to those persons purchasing such fractional interests and such
shares will be issued to the Depositary under the Deposit Agreement.
(6) No separate consideration will be received for any securities registered
hereunder that are issued in exchange for, or upon conversion of, other
securities registered hereunder.
(7) This Registration Statement also covers an indeterminate amount of Debt
Securities and Warrants that may be offered by affiliates of the
Registrant, including Chase Securities Inc., in connection with offers and
sales related to secondary market transactions in securities that have
previously been registered by the Registrant or its predecessors pursuant
to the below-referenced registration statements. Accordingly, this
Registration Statement constitutes Post-Effective Amendment No. 4 to
Registration Statement No. 33-57104, Post-Effective Amendment No. 3 to
Registration Statement No. 33-53306, Post-Effective Amendment No. 3 to
Registration Statement No. 33-47105, Post-Effective Amendment No. 4 to
Registration Statement No. 33-45228, Post-Effective Amendment No. 3 to
Registration Statement No. 33-36164, Post-Effective Amendment No. 3 to
Registration Statement No. 33-15230, Post-Effective Amendment No. 3 to
Registration Statement No. 33-13062, Post-Effective Amendment No. 3 to
Registration Statement No. 2-98344, Post-Effective Amendment No. 3 to
Registration Statement No. 33-4031, Post-Effective Amendment No. 1 to
Registration Statement No. 33-7299, Post-Effective Amendment No. 2 to
Registration Statement No. 33-15266, Post-Effective Amendment No. 5 to
Registration Statement No. 33-20950, Post-Effective Amendment No. 3 to
Registration Statement No. 33-40485, Post-Effective Amendment No. 2 to
Registration Statement No. 33-42367, Post-Effective Amendment No. 2 to
Registration Statement No. 33-45266, Post-Effective Amendment No. 2 to
Registration Statement No. 33-58144, Post-Effective Amendment No. 1 to
Registration Statement No. 33-55295.
(8) Previously paid.
(9) Pursuant to Rule 429 of the Rules and Regulations of the Securities and
Exchange Commission under the Securities Act, this Registration Statement
contains a Prospectus that also relates to the $1,538,800,000 of Debt
Securities, Debt Warrants, Preferred Stock, Depositary Shares, Preferred
Stock Warrants, Common Stock, Common Stock Warrants and Currency Warrants
registered on the Registration Statement on Form S-3 (No. 33-49965)
(relating to an aggregate $2,500,000,000 of debt securities, debt warrants,
preferred stock, depositary shares, preferred stock warrants, common stock,
common stock warrants and currency warrants) previously filed by the
Registrant and declared effective on November 12, 1993 and as to which a
filing fee of $781,250 was paid; and the $150,000,000 initial offering
price of Preferred Stock registered on the Registration Statement on Form
S-3 (No. 33-53306) (relating to, among other securities, an aggregate
initial offering price of $750,000,000 of preferred stock) previously filed
by the Registrant and declared effective on January 22, 1993 and as to
which a filing fee of $234,375 was paid. This Registration Statement
constitutes Post-Effective Amendment No. 2 to Registrant's Registration
Statement on Form S-3 (No. 33-49965) and Post-Effective Amendment No. 3 to
Registrant's Registration Statement on Form S-3 (No. 33-53306) and each
such Post-Effective Amendment shall hereafter become effective concurrently
with the effectiveness of this Registration Statement and in accordance
with Section 8(c) of the Securities Act.
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, or until this Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 3
EXPLANATORY NOTE
The second prospectus filed with this Registration Statement is a form of
market maker prospectus intended for use by direct or indirect wholly-owned
subsidiaries of The Chase Manhattan Corporation, including Chase Securities
Inc., in connection with offers and sales related to secondary market
transactions in debt securities and warrants that have been previously
registered by The Chase Manhattan Corporation or its predecessors under the
Securities Act of 1933 pursuant to the above-referenced registration statements
and in certain debt securities and warrants that are initially offered and sold
by or on behalf of The Chase Manhattan Corporation after the effective date of
this Registration Statement. The market maker prospectus is in addition to, and
not in substitution for, the prospectuses relating to the above-referenced
registration statements currently on file with the Securities and Exchange
Commission.
<PAGE> 4
SUBJECT TO COMPLETION, DATED NOVEMBER 25, 1996
PROSPECTUS
LOGO
THE CHASE MANHATTAN CORPORATION
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
WARRANTS
The Chase Manhattan Corporation (the "Company") intends to issue from time
to time in one or more series its (i) unsecured debt securities, which may
either be senior (the "Senior Securities") or subordinated (the "Subordinated
Securities"; the Senior Securities and the Subordinated Securities being
referred to herein collectively as the "Debt Securities"), (ii) warrants to
purchase the Debt Securities (the "Debt Warrants"), (iii) shares of preferred
stock, par value $1 per share (the "Preferred Stock"), which may be issued in
the form of depositary shares evidenced by depositary receipts (the "Depositary
Shares"), (iv) warrants to purchase the Preferred Stock or Depositary Shares
(the "Preferred Stock Warrants"), (v) shares of common stock, par value $1 per
share (the "Common Stock"), (vi) warrants to purchase shares of Common Stock
(the "Common Stock Warrants"; the Debt Warrants, Preferred Stock Warrants and
Common Stock Warrants being referred to herein collectively as the "Securities
Warrants"); and (vii) currency warrants entitling the holder to receive the cash
value in U.S. dollars of the right to purchase or the right to sell foreign
currencies or composite currencies, including European Currency Units ("ECU")
(the "Currency Warrants"), having an aggregate initial public offering price not
to exceed $4,688,800,000 or the equivalent thereof in one or more foreign
currencies or composite currencies, including ECU, on terms to be determined at
the time of sale. The Debt Securities, Preferred Stock, Depositary Shares,
Common Stock, Securities Warrants and Currency Warrants offered hereby
(collectively, the "Offered Securities") may be offered, separately or as units
with other Offered Securities, in separate series in amounts, at prices and on
terms to be determined at the time of sale and to be set forth in a supplement
to this Prospectus (a "Prospectus Supplement").
The Senior Securities will rank equally with all other unsubordinated and
unsecured indebtedness of the Company. The Subordinated Securities will be
subordinate to all existing and future Senior Indebtedness and, under certain
circumstances, Additional Senior Obligations (each as defined herein). The
holders of Subordinated Securities of any series may be obligated at maturity to
exchange such Subordinated Securities for Capital Securities of the Company (as
defined herein). Unless otherwise indicated in the applicable Prospectus
Supplement, the maturity of the Subordinated Securities will be subject to
acceleration only in the event of certain events of bankruptcy or reorganization
of the Company. See "Description of Debt Securities".
The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered, such as, where applicable (i) in the case of Debt
Securities, the specific designation, aggregate principal amount, currency,
denomination, maturity, priority, interest rate (which may be variable or
fixed), time of payment of interest, terms for optional redemption or repayment
or for sinking fund payments, terms for conversion into or exchange for Capital
Securities or other Offered Securities, the designation of the Trustee acting
under the applicable Indenture and the initial public offering price; (ii) in
the case of Preferred Stock, the specific title and stated value, the number of
shares or fractional interests therein, and the dividend, liquidation,
redemption, conversion, voting and other rights, the initial public offering
price, and whether interests in the Preferred Stock will be represented by
Depositary Shares; (iii) in the case of Common Stock, the initial offering
price; (iv) in the case of Securities Warrants, the exercise period, offering
price, exercise price and detachability thereof; (v) in the case of Currency
Warrants, whether the Currency Warrants are call warrants or put warrants, the
currency to which U.S. dollars will be compared, the method of determining the
cash value payable upon exercise of such Currency Warrants, the aggregate
amount, offering price and exercise period of such Currency Warrants, the risks
associated with such Currency Warrants and the manner of and any restrictions on
the exercise of such Currency Warrants (see "Risk Factors Relating to Currency
Warrants"); and (vi) in the case of all Offered Securities, whether such Offered
Securities will be offered separately or as a unit with other Offered
Securities, will be set forth in the accompanying Prospectus Supplement. The
Prospectus Supplement will also contain information, where applicable, about
certain United States Federal income tax considerations relating to, and any
listing on a securities exchange of, the Offered Securities covered by the
Prospectus Supplement.
The Offered Securities may be sold for public offering to underwriters or
dealers, which may be a group of underwriters represented by one or more
managing underwriters. In addition, the Offered Securities may be sold directly
by the Company or through agents designated from time to time. See "Plan of
Distribution". The names of any such agents, dealers or managing underwriters,
and of any underwriters, involved in the sale of the Offered Securities in
respect of which this Prospectus is being delivered and the applicable agent's
commission, dealer's purchase price or underwriter's discount will be set forth
in the Prospectus Supplement. The net proceeds to the Company from such sale
will also be set forth in the Prospectus Supplement. Any underwriters, dealers
or agents participating in the offering of Offered Securities may be deemed
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). See "Plan of Distribution".
This Prospectus and the related Prospectus Supplement may be used by direct
or indirect wholly-owned subsidiaries of the Company, including Chase Securities
Inc., in connection with offers and sales related to secondary market
transactions in Offered Securities. Such sales will be made at prices related to
prevailing market prices at the time of sale.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF OFFERED SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. THE DEBT SECURITIES WILL BE
UNSECURED OBLIGATIONS OF THE COMPANY, WILL NOT BE OBLIGATIONS OF A
DEPOSITORY INSTITUTION AND WILL NOT BE INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
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.
------------------------
The date of this Prospectus is ,199 .
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.
<PAGE> 5
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 can be inspected and copied at the offices of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as at the following regional offices of the
Commission: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can also be obtained from the Commission's
Public Reference Section, Room 1024, Judiciary Plaza, 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 material and other
information concerning the Company may be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. The
Company is an electronic filer, and the Commission maintains a website (located
at http://www.sec.gov) that contains reports, proxy statements and other
information regarding registrants that file electronically.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996;
(c) 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, March
31, 1996, April 16, 1996, July 17, 1996, September 30, 1996, October 7,
1996 and October 15, 1996; and
(d) The descriptions of the Common Stock and the 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 those descriptions.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Offered Securities offered hereby shall be
deemed to be incorporated by reference in 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 the accompanying Prospectus
Supplement, 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 WILL FURNISH WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL
REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED
HEREIN BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS
ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS SHOULD
BE DIRECTED TO: THE CHASE MANHATTAN CORPORATION, 270 PARK AVENUE, NEW YORK, NEW
YORK 10017, ATTENTION: OFFICE OF THE SECRETARY, TELEPHONE (212) 270-4040.
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$", "dollars", "U.S.
dollars" or "U.S.$").
2
<PAGE> 6
THE CHASE MANHATTAN CORPORATION
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 "BHCA"). On March 31, 1996, The Chase Manhattan Corporation ("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 The Chase Manhattan
Bank, a New York banking corporation (the "Bank"), Chase Manhattan Bank USA,
National Association ("Chase USA"), headquartered in Wilmington, Delaware, and
Texas Commerce Bank National Association ("Texas Commerce"), headquartered in
Houston, Texas.
The merger of Old Chase with and into the Company was accounted for as a
pooling-of-interests and, accordingly, the information presented in this
Prospectus reflects the combined results of Old Chase and the Company as if the
merger had been in effect for all periods presented.
The Company's principal executive office is located at 270 Park Avenue, New
York, New York 10017. The Company's telephone number is (212) 270-6000.
BUSINESS
The activities of the Company and its subsidiaries are internally
organized, for management information purposes, into five principal lines of
business. A brief description of each principal line of business is presented
below.
Global Bank
The Global Bank provides banking, financial advisory, trading and
investment services to corporations and public-sector clients worldwide through
a network of offices in 52 countries, including major operations in all key
international financial centers. This network enables the Company to identify
users and sources of capital on a global basis and to serve the cross-border
requirements of clients through integrated delivery across all its businesses.
The Global Bank includes Corporate Lending (focusing on corporate clients, both
credit and general advisory); Investment Banking (including acquisition finance,
syndicated finance, high yield finance, private placements, leasing, mergers and
acquisitions, and other global investment banking activities); Global Markets
(foreign exchange dealing and trading, derivatives trading and structuring,
including equity and commodity derivatives, securities structuring,
underwriting, trading and sales, and the Company's funding and securities
investment activities); and Chase Capital Partners (venture capital and
mezzanine finance). In addition, the Global Asset Management and Private Banking
group serves high net worth individuals worldwide with banking and investment
services, including the Vista family of mutual funds and Vista unit trust funds.
Regional and Nationwide Consumer Bank
Regional and Nationwide Consumer Bank includes: Credit Cards (Chase
cardmember services); Deposits and Investments (consumer banking and commercial
and professional banking); Mortgage Banking; National Consumer Finance (home
equity secured lending, student lending, and other consumer lending);
International Consumer (consumer activities in Asia and Latin America); Middle
Market (regional commercial banking); Texas Commerce; and the Company's
franchise in northeastern New Jersey, where its banking subsidiary has 39
branches and private banking operations. The Company maintains a leading market
share position in serving the financial needs of consumers, middle market
commercial enterprises and small businesses in the New York metropolitan area.
Texas Commerce is a leader in providing financial products and services to
businesses and individuals throughout Texas and is the primary bank for more
large corporations and middle market companies than any other bank in Texas.
3
<PAGE> 7
Global Services
Global Services includes custody, cash management, payments, trade, trust
and other fiduciary services. At September 30, 1996, the Company was custodian
or trustee for approximately $4.1 trillion of assets.
Terminal Businesses; Corporate
Terminal Businesses represent discontinued portfolios, which are primarily
refinancing country debt and the Company's commercial real estate problem asset
and nonperforming portfolio, primarily at the Bank. Corporate includes the
management results attributed to the parent company; the Company's investment in
The CIT Group Holdings, Inc.; the impact of credit card securitizations; and
some effects remaining at the corporate level after the implementation of
management accounting policies, including residual credit provision and tax
expense.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
The following are the consolidated ratios of earnings to fixed charges and
the ratios of earnings to combined fixed charges and preferred stock dividend
requirements for each of the periods indicated:
<TABLE>
<CAPTION>
NINE
MONTHS
ENDED
SEPTEMBER
30, YEAR ENDED DECEMBER 31,
---------- -----------------------------------------
1996 1995 1994 1993 1992 1991
---------- ----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges:
Excluding Interest on Deposits.............. 1.59 1.90 1.86 1.62 1.50 1.20
Including Interest on Deposits.............. 1.28 1.41 1.42 1.31 1.21 1.07
Earnings to Combined Fixed Charges and
Preferred
Stock Dividend Requirements:
Excluding Interest on Deposits.............. 1.53 1.82 1.76 1.52 1.41 1.14
Including Interest on Deposits.............. 1.26 1.38 1.38 1.27 1.18 1.05
</TABLE>
For purposes of computing the ratios of earnings to fixed charges and of
earnings to combined fixed charges and preferred stock dividend requirements,
earnings represent net income from continuing operations plus total taxes based
on income and fixed charges. Fixed charges, excluding interest on deposits,
include interest expense (other than on deposits), one-third (the proportion
deemed representative of the interest factor) of rents, net of income from
subleases, and capitalized interest. Fixed charges, including interest on
deposits, include all interest expense, one-third (the proportion deemed
representative of the interest factor) of rents, net of income from subleases,
and capitalized interest.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Offered
Securities offered hereby will be added to the general funds of the Company and
will be available for general corporate purposes, which may include the
reduction of short-term indebtedness, equity investments in or extensions of
credit to its bank and non-bank subsidiaries, the reduction of outstanding
long-term indebtedness of the Company, the redemption of certain of the
Company's outstanding preferred stock, or the financing of possible business
expansion. Pending specific application, the net proceeds will be invested
temporarily or applied to the reduction of short-term indebtedness. Except as
otherwise described in a Prospectus Supplement, specific application of the net
proceeds to such purposes will not have been made at the date of the applicable
Prospectus Supplement, although the management of the Company will have
determined that funds should be raised at that time in anticipation of the
future funding requirements of the Company or its subsidiaries or in
anticipation of repayments of borrowings or redemptions of preferred stock.
4
<PAGE> 8
DESCRIPTION OF DEBT SECURITIES
GENERAL
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of any Debt Securities
and the extent, if any, to which such general provisions may apply to such Debt
Securities will be described in the Prospectus Supplement relating to such Debt
Securities.
The Senior Securities will be issued from time to time in series under an
Indenture dated as of December 1, 1989, as amended, between the Company and
Bankers Trust Company, as Trustee (the "Senior Indenture"). The Subordinated
Securities will be issued from time to time in series under an Indenture dated
as of April 1, 1987, as amended and restated as of December 15, 1992, and as
further amended, between the Company and First Trust of New York, National
Association, as Trustee (the "Subordinated Indenture"). The Senior Indenture and
the Subordinated Indenture are herein referred to collectively as the
"Indentures".
The statements under this caption are brief summaries of certain provisions
contained in the Indentures, do not purport to be complete and are qualified in
their entirety by reference to the Indentures, copies of which are exhibits to
the Registration Statement of which this Prospectus is a part. Numerical
references in parentheses below are to sections of the applicable Indenture.
Wherever capitalized terms are used but not defined herein, such terms shall
have the meanings assigned to them in the applicable Indenture, it being
intended that such referenced sections of the Indentures and such defined terms
shall be incorporated herein by reference.
Neither Indenture limits the amount of Debt Securities which may be issued
thereunder and Debt Securities may be issued under either of the Indentures up
to the aggregate principal amount which may be authorized from time to time by
the Company. The Senior Securities will be unsecured and will rank on a parity
with all other unsecured and unsubordinated indebtedness of the Company. The
Subordinated Securities will be unsecured and will be subordinated and junior to
all Senior Indebtedness (as defined below under "Subordinated
Securities -- Subordination") and, in certain circumstances relating to the
dissolution, winding-up, liquidation or reorganization of the Company, to all
Additional Senior Obligations (as defined below under "Subordinated
Securities -- Subordination") to the extent set forth below under "Subordinated
Securities". Because the Company is a holding company, the right of the Company
to participate in any distribution of assets of any subsidiary, including the
Bank, Chase USA and Texas Commerce, upon such subsidiary's liquidation or
reorganization or otherwise (and thus the ability of holders of the Debt
Securities to benefit indirectly from such distribution), is subject to the
prior claims of creditors of that subsidiary, except to the extent that the
Company may itself be recognized as a creditor of that subsidiary. Claims on the
Company's subsidiaries by creditors other than the Company include long-term
debt and substantial obligations with respect to deposit liabilities, Federal
funds purchased, securities sold under repurchase agreements, commercial paper,
and other short-term borrowings.
The Debt Securities may be issued in one or more separate series of Senior
Securities and/or one or more separate series of Subordinated Securities.
Reference is made to the Prospectus Supplement relating to the particular series
of Debt Securities offered thereby for the terms of such Debt Securities,
including, where applicable: (i) the specific title of such Debt Securities;
(ii) any limit on the aggregate principal amount or aggregate initial offering
price of such Debt Securities; (iii) the purchase price of such Debt Securities
(expressed as a percentage of the principal amount thereof); (iv) the date or
dates on which the principal of such Debt Securities will be payable and the
provisions, if any, for extension of such payment date or dates; (v) the rate or
rates per annum at which such Debt Securities will bear interest, if any,
including the rate of interest, if any, applicable to overdue payments of
principal, or the method by which any such rate or rates will be determined and
the dates on which such interest, if any, will be payable, the record dates for
such interest payment dates, and the date from which such interest, if any, will
accrue; (vi) the place or places where the principal of (and premium, if any)
and interest, if any, with respect to the Debt Securities will be payable; (vii)
the terms of any mandatory or optional redemption provisions applicable to the
Debt Securities; (viii) the terms of any sinking fund and analogous provisions
with respect to the Debt Securities;
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(ix) authorized denominations of the Debt Securities (if other than
denominations of $1,000 and integral multiples thereof); (x) if other than the
currency of the United States, the currency or currencies, including ECU and
other composite currencies, in which payment of the principal of (and premium,
if any) and interest, if any, on the Debt Securities will be payable (which may
be different for principal, premium and interest); (xi) if the principal of (and
premium, if any) or interest, if any, on such Debt Securities are to be payable
at the election of the Company or a holder thereof in one or more currencies or
composite currencies, the currencies or composite currencies in which payment
may be made and the manner of making such election; (xii) any provisions
relating to the conversion or exchange of such Debt Securities; (xiii) the
index, if any, with reference to which the amount of payments of principal of
(and premium, if any) or interest, if any, on such Debt Securities will be
determined; (xiv) whether such Debt Securities are Senior Securities or
Subordinated Securities, or include both; (xv) the portion of the principal
amount of such Debt Securities which will be payable upon declaration of
acceleration of the maturity thereof, if other than the principal amount
thereof; (xvi) any Events of Default applicable to such Debt Securities (if not
set forth in the applicable Indenture); (xvii) if such Debt Securities are
Senior Securities, whether the provisions of the Senior Indenture relating to
"Defeasance and Covenant Defeasance" will be applicable to such Debt Securities;
(xviii) whether any of such Debt Securities are to be issuable in permanent
global form; (xix) the terms of any Currency Warrants or Securities Warrants
being offered with such Debt Securities; and (xx) any other specific terms of
such Debt Securities (including any covenants applicable to the Debt Securities
if not set forth in the applicable Indenture).
The Debt Securities offered hereby will be issued only in fully registered
form without coupons. The Indentures also provide that Debt Securities of a
series may be issued as permanent global Debt Securities. See "Permanent Global
Debt Securities" below. No service charge will be made for any transfer or
exchange of the Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
Unless otherwise provided in the applicable Prospectus Supplement,
principal of (and premium, if any) and interest, if any, on the Debt Securities
will be payable, and the Debt Securities offered hereby will be transferable or
exchangeable, at the corporate trust office of the Bank in New York City,
provided that payment of interest on any Debt Securities may be made at the
option of the Company by check mailed to the registered holders of the Debt
Securities at their registered addresses. The Company will have the right to
require a holder of any Debt Security, in connection with the payment of the
principal of (and premium, if any) and interest, if any, on such Debt Security,
to certify information to the Company or, in the absence of such certification,
the Company will be entitled to rely on any legal presumption to enable the
Company to determine its duties and liabilities, if any, to deduct or withhold
taxes, assessments or governmental charges from such payment.
If the principal of (and premium, if any) or interest, if any, on any Debt
Securities are to be payable in any currency other than U.S. dollars or, at the
election of the Company or a holder thereof, in one or more currencies or
composite currencies, or if any index is used to determine the amount of
payments of principal of (and premium, if any) or interest, if any, on any
series of Debt Securities, any special Federal income tax, accounting and other
considerations applicable thereto will be described in the Prospectus Supplement
relating thereto.
Some of the Debt Securities may be issued as original issue discount Debt
Securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates), to be sold at a discount below their stated
principal amount. Federal income tax, accounting and other special
considerations applicable to any such original issue discount Debt Securities
will be described in the Prospectus Supplement relating thereto.
Neither Indenture contains any restriction on the Company's ability to
enter into a highly leveraged transaction or any provision affording special
protection to holders of Debt Securities in the event the Company engages in a
highly leveraged transaction. Further, neither Indenture contains any provisions
that would provide protection to holders of Debt Securities upon a sudden and
dramatic decline in the credit quality of the Company resulting from a takeover,
recapitalization or similar restructuring of the Company.
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The Debt Securities of certain series may be issued under the Indentures
upon the exercise of Debt Warrants issued with other Debt Securities or upon
exchange or conversion of exchangeable or convertible Debt Securities. The
specific terms of any such Debt Warrants, the specific terms of exchange or
conversion of any such Debt Securities and the specific terms of the Debt
Securities issuable upon the exercise of any such Debt Warrants or upon any such
exchange or conversion will be described in the Prospectus Supplement relating
to any Debt Securities issued with Debt Warrants or any such exchangeable or
convertible Debt Securities. See "Description of Securities Warrants" below.
SENIOR SECURITIES
The Senior Securities will be direct, unsecured obligations of the Company
and will constitute Senior Indebtedness issued on a parity with the other Senior
Indebtedness of the Company. As of September 30, 1996, Senior Indebtedness and
Additional Senior Obligations of the Company aggregated approximately $10
billion. See "Subordinated Securities -- Subordination" below.
Limitation on Disposition of Stock of the Bank. The Senior Indenture
contains a covenant by the Company that, so long as any of the Senior Securities
are outstanding, but subject to the rights of the Company in connection with its
consolidation with or merger into another person or a sale of the Company's
assets, neither the Company nor any Intermediate Subsidiary will sell, assign,
transfer, grant a security interest in or otherwise dispose of any shares of, or
securities convertible into, or options, warrants or rights to subscribe for or
purchase shares of, Voting Stock of the Bank (except to the Company or an
Intermediate Subsidiary), nor will the Company or any Intermediate Subsidiary
permit the Bank to issue any shares of, or securities convertible into, or
options, warrants or rights to subscribe for or purchase shares of, Voting Stock
of the Bank, nor will the Company permit any Intermediate Subsidiary that owns
any shares of, or securities convertible into, or options, warrants or rights to
subscribe for or purchase shares of, Voting Stock of the Bank to cease to be an
Intermediate Subsidiary, unless (i) any such sale, assignment, transfer, grant
of a security interest or other disposition is made for fair market value, as
determined by the Board of Directors of the Company (the "Board of Directors")
or such Intermediate Subsidiary, and (ii) the Company and any one or more
Intermediate Subsidiaries will collectively own at least 80% of the issued and
outstanding Voting Stock of the Bank (or any successor to the Bank) free and
clear of any security interest after giving effect to such transaction. The
foregoing, however, shall not preclude the Bank from being consolidated with or
merged into another domestic banking corporation, if after such merger or
consolidation the Company, or any successor thereto in a permissible merger, and
any one or more Intermediate Subsidiaries own or owns at least 80% of the Voting
Stock of the resulting bank and, giving effect to the transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing. An Intermediate
Subsidiary is defined in the Senior Indenture as a Subsidiary (i) that is
organized under the laws of any domestic jurisdiction and (ii) of which all the
shares of each class of capital stock issued and outstanding, and all securities
convertible into, and options, warrants and rights to subscribe for or purchase
shares of, such capital stock, are owned directly by the Company, free and clear
of any security interest. The limitation on the disposition of the Voting Stock
of the Bank does not prevent the Bank from engaging in a sale of assets to the
extent otherwise permitted by the Senior Indenture. (Section 1006).
Events of Default. The Senior Indenture defines an Event of Default with
respect to any series of Senior Securities as any one of the following events:
(i) default in payment of interest on any Senior Security of that series and
continuance of such default for 30 days; (ii) default in the payment of
principal of (or premium, if any, on) any Senior Security of that series at
Maturity; (iii) default in the deposit of any sinking fund payment, when and as
due by the terms of a Senior Security of that series, and continuance of such
default for 5 days; (iv) failure by the Company for 60 days after due notice in
performance of any other of the covenants or warranties in the Senior Indenture
(other than a covenant or warranty included in the Senior Indenture solely for
the benefit of a series of Senior Securities other than that series); (v)(A)
failure by the Company to pay indebtedness for money borrowed, including Senior
Securities of other series, in an aggregate principal amount exceeding
$25,000,000, at the later of final maturity or upon the expiration of any
applicable period of grace with respect to such principal amount or (B)
acceleration of the maturity of any of the Company's indebtedness for money
borrowed, including Senior Securities of other series, in an aggregate principal
amount
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exceeding $25,000,000, if such failure to pay or acceleration results from a
default under the instrument giving rise to, or securing, such indebtedness for
money borrowed and is not rescinded or annulled within 30 days after due notice,
unless such default is contested in good faith by appropriate proceedings; (vi)
certain events of bankruptcy, insolvency or reorganization of the Company or the
Bank; and (vii) any other Event of Default provided with respect to Senior
Securities of that series. (Section 501).
If any Event of Default with respect to Senior Securities of any series at
the time Outstanding occurs and is continuing, either the Trustee or the holders
of not less than 25% in principal amount of the Outstanding Senior Securities of
that series may declare the principal amount (or, if the Senior Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all Senior
Securities of that series to be due and payable immediately (provided that no
such declaration is required upon certain events of bankruptcy); but upon
certain conditions such declaration may be annulled and past defaults (except,
unless theretofore cured, a default in payment of principal of (or premium, if
any) or interest on the Senior Securities of that series and certain other
specified defaults) may be waived by the holders of a majority in principal
amount of the Outstanding Senior Securities of that series on behalf of the
holders of all Senior Securities of that series. (Sections 502 and 513).
Reference is made to the Prospectus Supplement relating to each series of
Senior Securities that are Original Issue Discount Securities for the particular
provisions relating to acceleration of the Maturity of a portion of the
principal amount of such Original Issue Discount Securities upon the occurrence
of an Event of Default and the continuation thereof.
The Senior Indenture provides that the Trustee will, within 90 days after
the occurrence of a default known to it with respect to Senior Securities of any
series at the time Outstanding with respect to which it is trustee, give to the
holders of the Outstanding Senior Securities of that series notice of such
default if uncured or not waived, provided that, except in the case of default
in the payment of principal of (or premium, if any) or interest, if any, on any
Senior Security of that series, or in the payment of any sinking fund
installment which is provided for such series, such Trustee will be protected in
withholding such notice if such Trustee in good faith determines that the
withholding of such notice is in the interest of the holders of the Outstanding
Senior Securities of such series and, provided further, that such notice shall
not be given until 60 days after the occurrence of a default with respect to
outstanding Senior Securities of any series in the performance of a covenant in
the Senior Indenture other than for the payment of the principal of (or premium,
if any) or interest, if any, on any Senior Security of such series or the
deposit of any sinking fund payment with respect to the Senior Securities of
such series. The term "default" with respect to any series of Outstanding Senior
Securities for the purpose only of this provision means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Senior Securities of such series. (Section 602).
The Senior Indenture provides that, subject to the duty of the Trustee
during default to act with the required standard of care, the Trustee will not
be under any obligation to exercise any of its rights or powers under the Senior
Indenture at the request or direction of any of the holders, unless such holders
shall have offered to the Trustee reasonable security or indemnity. (Section
603). The Senior Indenture provides that the holders of a majority in principal
amount of Outstanding Senior Securities of any series may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee for that series, or exercising any trust or other power conferred on
such Trustee, provided that such Trustee may decline to act if such direction is
contrary to law or the Senior Indenture. (Section 512).
The Senior Indenture includes a covenant that the Company will file
annually with the Trustee a certificate of no default, or specifying any default
that exists. (Section 1007).
Defeasance and Covenant Defeasance. The Senior Indenture provides, if such
provision is made applicable to the Senior Securities of any series pursuant to
Section 301 of the Senior Indenture (which will be indicated in the Prospectus
Supplement applicable thereto), that the Company may elect (i) to defease and be
discharged from all of its obligations with respect to such Senior Securities
then outstanding (except for the obligations to register the transfer or
exchange of such Senior Securities, to replace temporary or mutilated,
destroyed, lost or stolen Senior Securities, to maintain an office or agency in
respect of the Senior Securities and to hold moneys for payment in trust)
("defeasance") and/or (ii) to be released from its
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obligations with respect to such Senior Securities then outstanding under
Section 1005 and Section 1006 (and any other sections applicable to such Senior
Securities that are determined pursuant to Section 301 to be subject to covenant
defeasance) and the consequences of the occurrence of an event of default
specified in Section 501(4) (insofar as it is with respect to Section 1005,
Section 1006 or any other section applicable to such Senior Securities that is
determined pursuant to Section 301 to be subject to covenant defeasance) or
Section 501(5) of the Senior Indenture (Section 1005 containing the covenant to
pay taxes and other claims, Section 1006 containing the restrictions described
above under "Limitation on Disposition of Stock of the Bank" and Sections 501(4)
and 501(5) containing the provisions described above under "Events of Default"
relating to covenant defaults and cross-defaults, respectively) ("covenant
defeasance"), in either case upon the deposit with the Trustee (or other
qualifying trustee), in trust for such purpose, of money, and/or U.S. Government
Obligations which through the payment of principal and interest in accordance
with their terms will provide money in an amount sufficient, without
reinvestment, to pay the principal of (and premium, if any) and interest, if
any, on such Senior Securities to maturity or redemption, as the case may be,
and any mandatory sinking fund or analogous payments thereon. As a condition to
defeasance or covenant defeasance, the Company must deliver to the Trustee an
Opinion of Counsel (as specified in the Senior Indenture) to the effect that the
holders of such Senior Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
or covenant defeasance had not occurred. Such opinion, in the case of defeasance
under clause (i) above, must refer to and be based upon a ruling of the Internal
Revenue Service issued to the Company or published as a revenue ruling or upon a
change in applicable Federal income tax law, in any such case after the date of
the Senior Indenture.
Under current Federal income tax law, defeasance would likely be treated as
a taxable exchange of such Senior Securities for interests in the defeasance
trust. As a consequence, a holder would recognize gain or loss equal to the
difference between the holder's cost or other tax basis for such Senior
Securities and the value of the holder's proportionate interest in the
defeasance trust, and thereafter would be required to include in income a
proportionate share of the income, gain or loss, as the case may be, of the
defeasance trust. Under current Federal income tax law, covenant defeasance
would ordinarily not be treated as a taxable exchange of such Senior Securities.
Purchasers of such Senior Securities should consult their own advisors with
respect to the tax consequences to them of such defeasance and covenant
defeasance, including the applicability and effect of tax laws other than the
Federal income tax law.
If the Company exercises its covenant defeasance option with respect to any
series of Senior Securities, payment of such Senior Securities may not be
accelerated by reference to the covenants relating to covenant defeasance
described above. The Company may exercise its defeasance option with respect to
such Senior Securities notwithstanding its prior exercise of its covenant
defeasance option. If the Company exercises its defeasance option, payment of
such Senior Securities may not be accelerated because of any Event of Default.
If the Company exercises its defeasance option or covenant defeasance option and
an acceleration were to occur, the realizable value at the acceleration date of
the money and U.S. Government Obligations in the defeasance trust could be less
than the principal and interest then due on such Senior Securities, in that the
required deposit in the defeasance trust is based upon scheduled cash flows
rather than market value, which will vary depending upon interest rates and
other factors.
The Prospectus Supplement may further describe the provisions, if any,
applicable to defeasance or covenant defeasance with respect to the Senior
Securities of a particular series.
Modification of the Indenture. Modifications and amendments of the Senior
Indenture may be made by the Company and the Trustee with the consent of the
holders of not less than a majority in principal amount of each series of
Outstanding Senior Securities affected thereby, by executing supplemental
indentures adding any provisions to or changing or eliminating any of the
provisions of the Senior Indenture or modifying the rights of the holders of
Outstanding Senior Securities of such series, except that no such supplemental
indenture may (i) change the Stated Maturity of any Senior Security of any
series, or reduce the principal amount thereof (or premium, if any, thereon), or
reduce the rate of payment of interest thereon, or change certain other
provisions relating to the yield of the Senior Securities or change the currency
or currencies in
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which the same is payable; (ii) reduce the aforesaid percentage of Outstanding
Senior Securities of any series, the consent of the holders of which is required
for any supplemental indenture, or reduce the percentage of principal amount of
Outstanding Senior Securities necessary for waiver of compliance with certain
provisions of the Senior Indenture or for waiver of certain covenants and
defaults; or (iii) modify the provisions of the Senior Indenture relating to
modification and amendment of the Senior Indenture. The Senior Indenture
provides, however, that each of the amendments and modifications listed in
clauses (i) through (iii) above may be made with the consent of the holder of
each Outstanding Senior Security affected thereby. (Section 902).
The Senior Indenture permits the Company and the Trustee to amend the
Senior Indenture in certain circumstances without the consent of the holders of
Senior Securities to evidence the merger of the Company or the replacement of
the Trustee and to effect modifications that do not affect any series of Senior
Securities already outstanding and for certain other purposes.
Consolidation, Merger and Sale of Assets. The Company, without the consent
of the holders of any of the Senior Securities under the Senior Indenture, may
consolidate with or merge into any other person or transfer or lease its assets
substantially as an entirety to any person or may permit any corporation to
merge into the Company, provided that: (i) the successor is a person organized
under the laws of any domestic jurisdiction; (ii) the successor person, if other
than the Company, assumes the Company's obligations on the Senior Securities and
under the Senior Indenture; (iii) after giving effect to the transaction, no
Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have occurred and be continuing; and
(iv) certain other conditions are met. (Section 801).
Outstanding Senior Securities. The Senior Indenture provides that, in
determining whether the holders of the requisite principal amount of Outstanding
Senior Securities have given any request, demand, authorization, direction,
notice, consent or waiver, (i) the portion of the principal amount of an
Original Issue Discount Security that shall be deemed to be Outstanding for such
purpose shall be that portion of the principal amount thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof; (ii) the portion of the principal amount of a Senior Security
denominated in a foreign or composite currency or currencies that shall be
deemed to be Outstanding for such purpose shall be the U.S. dollar equivalent,
determined on the date of original issuance of such Senior Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the
U.S. dollar equivalent on the date of original issuance of such Senior Security
of the amount determined as provided in (i) above) of such Senior Security;
(iii) the portion of the principal amount of a Senior Security for which the
amount of payments of principal of and any premium or interest on such Senior
Security may be determined with reference to an index that shall be deemed to be
Outstanding for such purpose shall be determined as of the date of original
issuance of such Senior Security; and (iv) Senior Securities owned by the
Company, any of its Affiliates or any other obligor upon the Senior Securities
shall not be deemed to be Outstanding. (Section 101).
SUBORDINATED SECURITIES
The Subordinated Securities will be direct, unsecured obligations of the
Company. The obligations of the Company pursuant to the Subordinated Securities
will be subordinate in right of payment to all Senior Indebtedness and, in
certain circumstances relating to the dissolution, winding-up, liquidation or
reorganization of the Company, to all Additional Senior Obligations, whether
outstanding as of the date hereof or hereafter created, assumed or incurred, as
discussed below under "Subordination". The Subordinated Indenture does not
contain any restriction on the amount of Senior Indebtedness or Additional
Senior Obligations which the Company may incur.
Unless otherwise indicated in the applicable Prospectus Supplement, the
maturity of the Subordinated Securities will be subject to acceleration only in
the event of certain events of bankruptcy or reorganization of the Company. See
"Defaults and Waiver Thereof" below.
The holders of Subordinated Securities of a specified series that are
convertible into Common Stock ("Subordinated Convertible Securities") will be
entitled at certain times specified in the Prospectus Supplement relating to
such Subordinated Convertible Securities, subject to prior redemption, repayment
or
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repurchase, to convert any Subordinated Convertible Securities of such series
into Common Stock, at the conversion price set forth in such Prospectus
Supplement, subject to adjustment and to such other terms as are set forth in
such Prospectus Supplement.
The holders of Subordinated Securities of any series may be obligated at
maturity, or at any earlier time as set forth in the Prospectus Supplement
relating to such series, to exchange them for Capital Securities of the Company.
The terms of any such exchange and the Capital Securities issuable upon such
exchange will be described in the Prospectus Supplement relating to such series
of Subordinated Securities. (Article Seventeen). "Capital Securities" may
consist of Common Stock, perpetual preferred stock or other capital securities
of the Company acceptable to its primary Federal banking regulator. Currently,
the Company's primary Federal banking regulator is the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"). Whenever Subordinated
Securities are exchangeable for Capital Securities, the Company will be
obligated to deliver Capital Securities with a market value equal to the
principal amount of such Subordinated Securities. In addition, the Company will
unconditionally undertake, at the expense of the Company, to sell the Capital
Securities in a sale (the "Secondary Offering") on behalf of any holders who
elect to receive cash for the Capital Securities. The Common Stock is described
below under "Description of Common Stock". A general description of the
preferred stock of the Company is set forth below under "Description of
Preferred Stock".
Subordination. The Subordinated Securities will be subordinate in right of
payment as provided in the Subordinated Indenture to all Senior Indebtedness
and, under certain circumstances, to all Additional Senior Obligations.
The Subordinated Indenture provides that "Senior Indebtedness" shall mean
the principal of (and premium, if any) and interest on (i) all indebtedness of
the Company for money borrowed, whether outstanding on the date of execution of
the Subordinated Indenture or thereafter created, assumed or incurred, except
(A) Subordinated Securities issued under the Subordinated Indenture, (B)
Antecedent CBC Subordinated Indebtedness (as hereinafter defined), (C) Assumed
MHC Subordinated Indebtedness (as hereinafter defined), (D) Assumed Old Chase
Subordinated Indebtedness (as hereinafter defined) and (E) such other
indebtedness of the Company which by its terms is expressly stated to be not
superior in right of payment to the Subordinated Securities or to rank pari
passu in right of payment with the Subordinated Securities (such other
indebtedness hereinafter referred to as "Other Subordinated Indebtedness") and
(ii) any deferrals, renewals or extensions of any such Senior Indebtedness. The
term "indebtedness of the Company for money borrowed" shall mean any obligation
of, or any obligation guaranteed by, the Company for the repayment of money
borrowed, whether or not evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation for payment of the purchase price of
property or assets.
The Subordinated Indenture also provides that "Additional Senior
Obligations" shall mean all indebtedness of the Company, whether outstanding on
December 15, 1992 or thereafter created, assumed or incurred, for claims in
respect of derivative products such as interest and foreign exchange rate
contracts, commodity contracts and similar arrangements; provided, however, that
Additional Senior Obligations do not include claims in respect of Senior
Indebtedness or obligations which, by their terms, are expressly stated to be
not superior in right of payment to the Subordinated Securities or to rank pari
passu in right of payment with the Subordinated Securities. For purposes of this
definition, "claim" shall have the meaning assigned thereto in Section 101(4) of
the United States Bankruptcy Code of 1978, as amended and in effect on December
15, 1992.
At September 30, 1996, an aggregate principal amount of approximately $1.02
billion of securities issued pursuant to the Subordinated Indenture after
December 15, 1992 was outstanding and an aggregate principal amount of
approximately $100 million of Other Subordinated Indebtedness was outstanding.
Antecedent CBC Subordinated Indebtedness means all outstanding subordinated
indebtedness of the Company issued prior to December 15, 1992 (other than
Assumed MHC Subordinated Indebtedness and Assumed Old Chase Subordinated
Indebtedness). At September 30, 1996, an aggregate principal amount of
approximately $1.05 billion of Antecedent CBC Subordinated Indebtedness was
outstanding.
Assumed MHC Subordinated Indebtedness means all outstanding subordinated
indebtedness of the Company which was assumed by the Company as a result of the
merger of Manufacturers Hanover
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Corporation into the Company on December 31, 1991. At September 30, 1996, an
aggregate principal amount of approximately $243 million of Assumed MHC
Subordinated Indebtedness was outstanding.
Assumed Old Chase Subordinated Indebtedness means all outstanding
subordinated indebtedness of Old Chase which was assumed by the Company as a
result of the merger of Old Chase into the Company. At September 30, 1996, an
aggregate principal amount of approximately $4.55 billion of Assumed Old Chase
Subordinated Indebtedness was outstanding.
The Subordinated Securities will be subordinate in right of payment as
provided in the Subordinated Indenture to all Senior Indebtedness. No payment
pursuant to the Subordinated Securities or exchange for Capital Securities may
be made, and no holder of the Subordinated Securities shall be entitled to
demand or receive any such payment or exchange, unless all amounts of principal
(and premium, if any) and interest, if any, then due with respect to all Senior
Indebtedness shall have been paid in full or duly provided for, and unless at
the time of such payment or exchange and immediately after giving effect
thereto, there shall not exist with respect to any such Senior Indebtedness any
event of default permitting the holders thereof to accelerate the maturity
thereof or any event which, with notice or lapse of time or both, would become
such an event of default. Such subordination will not prevent the occurrence of
any default in respect of the Subordinated Securities. See "Defaults and Waivers
Thereof " below for limitations on the rights of acceleration. (Article
Sixteen).
Upon any distribution of the assets of the Company upon dissolution,
winding-up, liquidation or reorganization, (i) the holders of Senior
Indebtedness will be entitled to receive payment in full of principal (and
premium, if any) and interest, if any, before any payment or distribution is
made on the Subordinated Securities, and (ii) if, after giving effect to the
operation of clause (i) above, (A) amounts remain available for payment or
distribution in respect of the Subordinated Securities and (B) creditors in
respect of Additional Senior Obligations have not received payment in full of
amounts due or to become due thereon or payment of such amounts has not been
duly provided for, then such amounts available for payment or distribution in
respect of the Subordinated Securities shall first be applied to pay or provide
for the payment in full of all such Additional Senior Obligations before any
payment may be made on the Subordinated Securities.
The Subordinated Securities will not be subordinated to indebtedness of the
Company which is not Senior Indebtedness or Additional Senior Obligations, and
the creditors of the Company who do not hold Senior Indebtedness or Additional
Senior Obligations will not benefit from the subordination provisions described
herein. In the event of the bankruptcy or reorganization of the Company before
or after maturity of the Subordinated Securities (and prior to any exchange or
conversion thereof), such other creditors would rank pari passu in right of
payment with holders of the Subordinated Securities, subject, however, to the
broad equity powers of a Federal bankruptcy court pursuant to which such court
may, among other things, reclassify the claims of holders of any series of
Subordinated Securities into a class of claims having a different relative
priority with respect to the claims of such other creditors or any other claims
against the Company.
No series of subordinated securities of the Company will be subordinated to
any other series of subordinated securities of the Company. However, Antecedent
CBC Subordinated Indebtedness is subordinated, by its terms, only to Senior
Indebtedness; Subordinated Securities and Other Subordinated Indebtedness will
be subordinated, by their terms, to Senior Indebtedness and, in certain
circumstances relating to the dissolution, winding-up, liquidation or
reorganization of the Company, to Additional Senior Obligations; Assumed MHC
Subordinated Indebtedness is subordinated, by its terms, to Senior Indebtedness,
Additional Senior Obligations and all other obligations of the Company to its
creditors other than any obligation of the Company as is by its terms expressly
stated to be not superior in right of payment to or to rank pari passu in right
of payment with such Assumed MHC Subordinated Indebtedness; and Assumed Old
Chase Subordinated Indebtedness is subordinated, by its terms, to Senior
Indebtedness, Additional Senior Obligations and all other obligations of the
Company to its creditors, except obligations ranking on a parity with or ranking
junior to such Assumed Old Chase Subordinated Indebtedness. As a result of the
differences between the subordination provisions applicable to the Subordinated
Securities, the Antecedent CBC Subordinated Indebtedness, the Other Subordinated
Indebtedness, the Assumed MHC Subordinated Indebtedness and the
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Assumed Old Chase Subordinated Indebtedness, in the event of a dissolution,
winding-up, liquidation or reorganization of the Company, the holders of
Subordinated Securities and Other Subordinated Indebtedness may receive less,
ratably, than the holders of Antecedent CBC Subordinated Indebtedness, but more,
ratably, than the holders of Assumed MHC Subordinated Indebtedness and Assumed
Old Chase Subordinated Indebtedness.
Limitation on Disposition of Voting Stock of the Bank. With respect to
Subordinated Securities, the Subordinated Indenture contains no covenant that
the Company will not sell, transfer or otherwise dispose of any shares of, or
securities convertible into, or options, warrants or rights to subscribe for or
purchase shares of, voting stock of the Bank, nor does it prohibit the Bank from
issuing any shares of, securities convertible into, or options, warrants or
rights to subscribe for or purchase shares of, voting stock of the Bank.
However, the Subordinated Indenture does contain a covenant by the Company, for
the exclusive benefit of the Antecedent CBC Subordinated Indebtedness and
subject to the provisions described below under "Consolidation, Merger and Sale
of Assets," that the Company will not sell, transfer or otherwise dispose of any
shares of, or securities convertible into, or options, warrants or rights to
subscribe for or purchase shares of, voting stock of the Bank, nor will it
permit the Bank to issue any shares of, securities convertible into, or options,
warrants or rights to subscribe for or purchase shares of, voting stock of the
Bank, with the following exceptions: (i) issuances or sales of directors'
qualifying shares; (ii) issuances or sales of shares to the Company; (iii) sales
or other dispositions or issuances for fair market value, as determined by the
Board of Directors, if after giving effect to such sales, dispositions or
issuances and to the issuance of any shares issuable upon conversion of
convertible securities or upon the exercise of options, warrants or rights, the
Company would own directly or indirectly through subsidiaries not less than 80%
of the issued and outstanding shares of voting stock of the Bank; (iv) sales or
other dispositions or issuances made in compliance with an order or direction of
a court or regulatory authority of competent jurisdiction; and (v) sales of
voting stock by the Bank to its shareholders if such sales do not reduce the
percentage of shares of voting stock owned by the Company. (Section 5.07).
Defaults and Waiver Thereof. The Subordinated Indenture defines an Event
of Default with respect to any series of Subordinated Securities as (i) any one
of certain events of bankruptcy or reorganization affecting the Company and (ii)
any other Event of Default specifically provided for by the terms of such series
of Subordinated Securities, as described in the Prospectus Supplement relating
thereto. (Section 7.01). In case an Event of Default shall have occurred and be
continuing with respect to any series of Subordinated Securities then
outstanding under the Subordinated Indenture, the Trustee or the holders of at
least 25% in aggregate principal amount of the Subordinated Securities of that
series which are then outstanding may declare the principal (or, in the case of
original issue discount Subordinated Securities, such lesser amount of principal
as may be provided therein) of all Subordinated Securities of that series to be
due and payable immediately in cash, but such declaration may be annulled, and
certain past defaults may be waived, by the holders of not less than a majority
in aggregate principal amount of the Subordinated Securities of that series,
upon the conditions provided in the Subordinated Indenture. (Section 7.01). The
right of the holders of Subordinated Securities of a series to demand payment in
cash would exist upon the occurrence and continuance of an Event of Default
before or after the stated maturity of the Subordinated Securities of such
series, so long as the Subordinated Securities of such series have not been
exchanged or converted as provided in the Subordinated Indenture. Any such right
to payment in cash would, in the event of the bankruptcy or reorganization of
the Company, be subject as to enforcement to the broad equity powers of a
Federal bankruptcy court and to the determination by that court of the nature
and status of the payment claims of the holders of the Subordinated Securities.
Prior to any declaration accelerating the maturity of the Subordinated
Securities of any series, the holders of a majority in aggregate principal
amount of the Subordinated Securities of that series at the time outstanding may
on behalf of the holders of all Subordinated Securities of that series waive any
past default or Event of Default and its consequences, except a default in the
payment of the principal of (or premium, if any) or interest, if any, on the
Subordinated Securities of that series. (Section 7.07).
Unless otherwise provided in the terms of a series of Subordinated
Securities, there will be no right of acceleration of the payment of principal
of the Subordinated Securities of such series upon a default in the payment of
principal or interest or a default in the performance of any covenant or
agreement in the
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Subordinated Securities or the Subordinated Indenture. In the event of a default
in the payment of interest or principal (including the delivery of any Capital
Securities in exchange for Subordinated Securities) or the performance of any
covenant or agreement in the Subordinated Securities or the Subordinated
Indenture, the Trustee may, subject to certain limitations and conditions, seek
to enforce payment of such interest or principal (including the delivery of any
Capital Securities in exchange for Subordinated Securities) or the performance
of such covenant or agreement.
The Subordinated Indenture provides that the Trustee shall, within 90 days
after the occurrence of a default with respect to the Subordinated Securities of
any series, give to the holders of the Subordinated Securities of that series
notice of all uncured defaults known to it (the term "default" being defined to
include the events specified above without grace periods or notice), provided,
that except in the case of an Event of Default that relates to the bankruptcy or
reorganization of the Company or a default in payment of principal (or premium,
if any) or interest, if any, in respect of the Subordinated Securities of that
series, or the obligation to deliver Capital Securities in exchange for such
Subordinated Securities, the Trustee shall be protected in withholding such
notice if and so long as the board of directors or trustees, the executive
committee or a trust committee of directors or responsible officers or both, of
the Trustee, in good faith determines that the withholding of such notice is in
the interest of such holders. (Section 7.08). The Company will be required to
furnish to the Trustee annually an officers' certificate as to the absence of
defaults under the Subordinated Indenture. (Section 5.06).
Subject to the provisions of the Subordinated Indenture relating to the
duties of the Trustee, the Trustee will be under no obligation to exercise any
of its rights or powers under the Subordinated Indenture at the request, order
or direction of any of the holders of the Subordinated Securities, unless such
holders shall have offered to the Trustee reasonable security or indemnity.
Subject to such provision for security or indemnification, the holders of a
majority in principal amount of the Subordinated Securities of any series then
outstanding under the Subordinated Indenture will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to,
or exercising any trust or power conferred on, the Trustee with respect to the
Subordinated Securities of such series. (Sections 7.07 and 8.02).
Modification of the Indenture. The Subordinated Indenture contains
provisions permitting the Company and the Trustee, with the consent of the
holders of not less than a majority in principal amount of the Subordinated
Securities at the time outstanding of each series affected by such modification,
to modify the Subordinated Indenture or any supplemental indenture or the rights
of the holders of the Subordinated Securities, provided that no such
modification shall, without the consent of the holder of each Subordinated
Security affected thereby: (i) change the stated maturity date of the principal
of, or any installment of principal of or interest on, any such Subordinated
Security; (ii) reduce the principal amount of (or premium, if any) or interest,
if any, on any such Subordinated Security; (iii) reduce the portion of the
principal amount of an original issue discount Subordinated Security payable
upon acceleration of the maturity thereof; (iv) reduce any amount payable upon
redemption of any Subordinated Security; (v) change the place or places where,
or the coin or currency in which, any Subordinated Security or any premium or
the interest thereon is payable; (vi) change the definition of "Market Value";
(vii) impair the right of any holders of Subordinated Securities of any series
to receive on any Exchange Date for Subordinated Securities of such series
Capital Securities with a Market Value equal to that required by the terms of
the Subordinated Securities; (viii) impair the conversion rights of any holders
of Subordinated Securities of a series entitled to the conversion rights set
forth in Article Nineteen of the Subordinated Indenture; (ix) impair the right
of a holder to institute suit for the enforcement of any payment on or with
respect to any such Subordinated Security (including any right of redemption at
the option of the holder of such Subordinated Security) or impair any rights to
the delivery of Capital Securities in exchange for any Subordinated Security or
to require the Company to sell Capital Securities in a Secondary Offering or to
require the delivery of Common Stock, Debt Securities or other property upon
conversion of Subordinated Securities; (x) reduce the above-stated percentage of
Subordinated Securities of any series the consent of the holders of which is
necessary to modify or amend the Subordinated Indenture or reduce the percentage
of Subordinated Securities of any series the holders of which are required to
waive any past default or Event of Default; or (xi) modify the foregoing
requirements. (Section 11.02).
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The Subordinated Indenture permits the Company and the Trustee to amend the
Subordinated Indenture in certain circumstances without the consent of the
holders of Subordinated Securities to evidence the merger of the Company or the
replacement of the Trustee, to effect modifications which do not affect any
series of Subordinated Securities already outstanding and for certain other
purposes. (Section 11.01).
Consolidation, Merger and Sale of Assets. The Company may not merge or
consolidate with any other corporation or sell or convey all or substantially
all of its assets as an entirety to any other corporation, unless (i) either the
Company shall be the continuing corporation or the successor corporation shall
expressly assume the payment of the principal of (including issuance and
delivery of Capital Securities) (and premium, if any) and interest, if any, on
the Subordinated Securities and the performance and observance of all the
covenants and conditions of the Subordinated Indenture binding upon the Company,
and (ii) the Company or such successor corporation shall not, immediately after
such merger or consolidation or such sale or conveyance, be in default in the
performance of any such covenant or condition. (Article Twelve).
Outstanding Subordinated Securities. The Subordinated Indenture provides
that, in determining whether the holders of the requisite principal amount of
outstanding Subordinated Securities have given any request, demand,
authorization, direction, notice, consent or waiver, the portion of the
principal amount of a Discounted Security that shall be deemed to be outstanding
for such purpose shall be that portion of the principal amount thereof that
would be due and payable as of the date of such determination upon acceleration
of the maturity thereof and Subordinated Securities owned by the Company, any of
its affiliates or any other obligor upon the Subordinated Securities shall not
be deemed to be outstanding. (Sections 1.01 and 9.04).
PERMANENT GLOBAL DEBT SECURITIES
If any Debt Securities are to be issued in permanent global form, the
Prospectus Supplement relating thereto will describe the circumstances, if any,
under which beneficial owners of interests in any such permanent global Debt
Security may exchange such interests for Debt Securities of such series and like
tenor of any authorized form and denomination. Principal of (and premium, if
any) and interest, if any, on a permanent global Debt Security will be payable
in the manner described in the Prospectus Supplement relating thereto. Persons
holding beneficial interests in such a permanent global Debt Security will,
pursuant to arrangements between such persons and the depository (the record
holder of the global Debt Security), be treated as holders of the Debt Security
for other purposes to the extent specified in writing by such depository.
INFORMATION CONCERNING THE TRUSTEES
The Company, the Bank and certain other subsidiaries of the Company
maintain deposits with, and conduct other banking transactions with, the
Trustees under each of the Indentures in the ordinary course of business.
DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain terms of any series of the Preferred
Stock offered by any Prospectus Supplement will be described in the Prospectus
Supplement relating to such series of the Preferred Stock. If so indicated in
the Prospectus Supplement, the terms of any such series may differ from the
terms set forth below. The description of certain provisions of the Preferred
Stock set forth below and in any Prospectus Supplement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Certificate of Designations relating to such series of the Preferred Stock,
which will be filed with the Commission promptly after the offering of such
series of Preferred Stock. A form of Certificate of Designations is filed as an
exhibit to the Registration Statement to which this Prospectus relates.
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GENERAL
Under the Company's Restated Certificate of Incorporation (the "Charter"),
the Board of Directors of the Company (the "Board of Directors") is authorized,
without further stockholder action, to provide for the issuance of up to
200,000,000 shares of preferred stock, $1 par value per share, 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 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 Delaware General Corporation Law ("DGCL"). As of
the date of this Prospectus the Company had fourteen series of preferred stock
outstanding, which are described below under "Outstanding Preferred Stock".
Under regulations adopted by the Federal Reserve Board, if the holders of
any series of Preferred Stock become entitled to vote for the election of
directors because dividends on such series are in arrears as described below
under "Voting Rights", such series may then be deemed a "class of voting
securities" and a holder of 25% or more of such series (or a holder of 5% or
more if it otherwise exercises a "controlling influence" over the Company) may
then be subject to regulation as a bank holding company in accordance with the
BHCA. In addition, at such time as such series is deemed a class of voting
securities, (i) any other bank holding company may be required to obtain the
prior approval of the Federal Reserve Board under the BHCA to acquire or retain
5% or more of such series, and (ii) any person other than a bank holding company
may be required to obtain the approval of the Federal Reserve Board under the
Change in Bank Control Act to acquire or retain 10% or more of such series.
The Preferred Stock shall have the dividend, liquidation, redemption,
voting and conversion rights set forth below, except as otherwise provided in
the Prospectus Supplement relating to a particular series of the Preferred
Stock. Reference is made to the Prospectus Supplement relating to the particular
series of the Preferred Stock offered thereby for specific terms, including: (i)
the title and liquidation preference per share of such Preferred Stock and the
number of shares offered; (ii) the price at which such Preferred Stock will be
issued; (iii) the dividend rate (or method of calculation), the dates on which
dividends shall be payable, whether such dividends shall be cumulative or
noncumulative and, if cumulative, the dates from which dividends shall commence
to accumulate; (iv) any redemption or sinking fund provisions of such Preferred
Stock; (v) any conversion provisions of such Preferred Stock; (vi) whether the
Company has elected to offer Depositary Shares with respect to such Preferred
Stock as described below under "Depositary Shares"; and (vii) any additional
dividend, liquidation, redemption, sinking fund and other rights, preferences,
privileges, limitations and restrictions of such Preferred Stock.
The Preferred Stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the Prospectus Supplement relating to a particular
series of the Preferred Stock, each series of the Preferred Stock will rank on a
parity as to dividends and distributions in the event of a liquidation with the
outstanding preferred stock of the Company and each other series of the
Preferred Stock. See "Outstanding Preferred Stock" below.
DIVIDEND RIGHTS
Holders of the Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors, out of assets of the Company
legally available therefor, cash dividends at such rates and on such dates as
are set forth in the Prospectus Supplement relating to such series of the
Preferred Stock. Such rate may be fixed or variable or both. Each such dividend
will be payable to the holders of record as they appear on the stock books of
the Company (or, if applicable, the records of the Depositary referred to below
under "Depositary Shares") on such record dates as will be fixed by the Board of
Directors or a duly authorized committee thereof. Dividends on any series of the
Preferred Stock may be cumulative or noncumulative, as provided in the
Prospectus Supplement relating thereto. If the Board of Directors fails to
declare a dividend payable on a dividend payment date on any series of Preferred
Stock for which dividends are noncumulative, then the right to receive a
dividend in respect of the dividend period ending on such
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dividend payment date will be lost, and the Company shall have no obligation to
pay the dividend accrued for that period, whether or not dividends are declared
for any future period.
No full dividends will be declared or paid or set apart for payment on the
Preferred Stock of any series ranking, as to dividends, on a parity with or
junior to any other series of preferred stock for any period unless full
dividends have been or contemporaneously are declared and paid, or declared and
a sum sufficient for the payment thereof set apart for such payment, on such
other series of preferred stock for the then-current dividend payment period
and, if such other preferred stock is cumulative, all other dividend payment
periods terminating on or before the date of payment of such full dividends.
When dividends are not paid in full upon any series of the Preferred Stock and
any other preferred stock ranking on a parity as to dividends with such series
of the Preferred Stock, all dividends declared upon such series of the Preferred
Stock and any other preferred stock ranking on a parity as to dividends will be
declared pro rata so that the amount of dividends declared per share on such
series of the Preferred Stock and such other preferred stock will in all cases
bear to each other the same ratio that accrued dividends per share on such
series of the Preferred Stock and such other preferred stock bear to each other.
Except as provided in the preceding sentence, unless full dividends, including,
in the case of cumulative Preferred Stock, accumulations, if any, in respect of
prior dividend payment periods, on all outstanding shares of any series of the
Preferred Stock have been paid, no dividends (other than in shares of Common
Stock or another stock ranking junior to such series of the Preferred Stock as
to dividends and upon liquidation) will be declared or paid or set aside for
payment or other distributions made upon the Common Stock or any other stock of
the Company ranking junior to or on a parity with the Preferred Stock as to
dividends or upon liquidation, nor will any Common Stock or any other stock of
the Company ranking junior to or on a parity with such series of the Preferred
Stock as to dividends or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for a
sinking fund for the redemption of any shares of any such stock) by the Company
(except by conversion into or exchange for stock of the Company ranking junior
to such series of the Preferred Stock as to dividends and upon liquidation). No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments which may be in arrears.
The amount of dividends payable for each dividend period will be computed
by annualizing the applicable dividend rate and dividing by the number of
dividend periods in a year, except that the amount of dividends payable for the
initial dividend period or any period shorter than a full dividend period shall
be computed on the basis of 30-day months, a 360-day year and the actual number
of days elapsed in the period.
Each series of Preferred Stock will be entitled to dividends as described
in the Prospectus Supplement relating to such series, which may be based upon
one or more methods of determination. Different series of the Preferred Stock
may be entitled to dividends at different dividend rates or based upon different
methods of determination.
RIGHTS UPON LIQUIDATION
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 the Preferred
Stock upon liquidation, liquidating distributions in the amount set forth in the
Prospectus Supplement relating to such series of the Preferred Stock plus an
amount equal to accrued and unpaid dividends for the then-current dividend
period and, if such series of the Preferred Stock is cumulative, for all
dividend periods prior thereto. If, upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the amounts payable with
respect to the Preferred Stock of any series and any other shares of stock of
the Company ranking as to any such distribution on a parity with such series of
the Preferred Stock are not paid in full, the holders of the Preferred Stock of
such series and of such other shares will share ratably in any such distribution
of assets of the Company in proportion to the full respective preferential
amounts to which they are entitled. After payment of the full amount of the
liquidating distribution to which they are entitled, the holders of such series
of Preferred Stock will have no right or claim to any of the remaining assets of
the Company. Neither the sale of all or substantially all the property or
business of the Company nor the merger or consolidation of the Company into
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or with any other corporation shall be deemed to be a dissolution, liquidation
or winding up, voluntary or involuntary, of the Company.
REDEMPTION
A series of the Preferred Stock may be redeemable, in whole or in part, at
the option of the Company, and may be subject to mandatory redemption pursuant
to a sinking fund, in each case upon terms, at the times and at the redemption
prices set forth in the Prospectus Supplement relating to such series.
The Prospectus Supplement relating to a series of Preferred Stock which is
subject to mandatory redemption shall specify the number of shares of such
series of Preferred Stock which shall be redeemed by the Company in each year
commencing after a date to be specified, at a redemption price per share to be
specified, together with an amount equal to any accrued and unpaid dividends
thereon to the date of redemption. The redemption price may be payable in cash,
capital stock or in cash received from the net proceeds of the issuance of
capital stock of the Company, as specified in the Prospectus Supplement relating
to such series of Preferred Stock. If the redemption price is payable only from
the net proceeds of the issuance of capital stock of the Company, the terms of
such series may provide that, if no such capital stock shall have been issued or
to the extent the net proceeds from any issuances are insufficient to pay in
full the aggregate redemption price then due, the applicable shares of such
series of Preferred Stock shall automatically and mandatorily be converted into
shares of the applicable capital stock of the Company pursuant to conversion
provisions specified in the Prospectus Supplement relating to such series of
Preferred Stock.
If fewer than all the outstanding shares of any series of the Preferred
Stock are to be redeemed, whether by mandatory or optional redemption, the
selection of the shares to be redeemed shall be determined by lot or pro rata as
may be determined by the Board of Directors or a duly authorized committee
thereof, or by any other method which may be determined by the Board of
Directors or such committee to be equitable. From and after the date of
redemption (unless default shall be made by the Company in providing for the
payment of the redemption price), dividends shall cease to accrue on the shares
of Preferred Stock called for redemption and all rights of the holders thereof
(except the right to receive the redemption price) shall cease.
In the event that full dividends, including accumulations in the case of
cumulative Preferred Stock, on any series of the Preferred Stock have not been
paid, such series of the Preferred Stock may not be redeemed in part and the
Company may not purchase or acquire any shares of such series of the Preferred
Stock otherwise than pursuant to a purchase or exchange offer made on the same
terms to all holders of such series of the Preferred Stock.
CONVERSION RIGHTS
The Prospectus Supplement for any series of the Preferred Stock will state
the terms, if any, on which shares of that series are convertible into shares of
Common Stock or another series of preferred stock of the Company. As described
under "Redemption" above, under certain circumstances, the Preferred Stock may
be mandatorily converted into Common Stock or another series of preferred stock
of the Company. The Preferred Stock will have no preemptive rights.
VOTING RIGHTS
Except as indicated below or in the Prospectus Supplement relating to a
particular series of Preferred Stock, or except as expressly required by
applicable law, the holders of the Preferred Stock will not be entitled to vote.
Except as indicated in the Prospectus Supplement relating to a particular series
of Preferred Stock, in the event the Company issues full shares of any series of
Preferred Stock, each such share will be entitled to one vote on matters on
which holders of such series of the Preferred Stock are entitled to vote.
However, as more fully described below under "Depositary Shares", if the Company
elects to issue Depositary Shares representing a fraction of a share of a series
of Preferred Stock, each such Depositary Share will, in effect, be entitled to
such fraction of a vote, rather than a full vote. Because each full share of any
series of Preferred Stock shall be entitled to one vote, the voting power of
such series, on matters on which holders of such series and holders of other
series of preferred stock are entitled to vote as a single class, shall depend
on the number
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of shares in such series, not the aggregate liquidation preference or initial
offering price of the shares of such series of Preferred Stock.
If at the time of any annual meeting of the Company's stockholders the
equivalent of six quarterly dividends payable on any series of the Preferred
Stock or any other series of preferred stock is 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. Each director elected by the holders of shares of the preferred
stock shall continue to serve as such director for the full term for which he or
she shall have been elected, notwithstanding that prior to the end of such term
such default shall cease to exist.
Unless otherwise specified in the applicable Prospectus Supplement, each
series of Preferred Stock will provide that the affirmative vote or consent of
the holders of at least two-thirds of the outstanding shares of all series of
preferred stock (including all series of Preferred Stock), voting together as a
single class, will be required to (a) 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 holders of at least two-thirds of the shares
of all series of preferred stock adversely affected thereby, voting together as
a single class without regard to series.
OUTSTANDING PREFERRED STOCK
As of September 30, 1996, there were issued and outstanding: (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".
All series of outstanding preferred stock rank on a parity with each other
such series and all have preference over the Common Stock with respect to the
payment of dividends and the distribution of assets in the event of the
liquidation or dissolution of the Company. Unless otherwise specified in the
Prospectus Supplement relating to a particular series of the Preferred Stock,
all such series of outstanding preferred stock will rank on a parity with the
Preferred Stock as to dividends and liquidation.
Dividends. Dividends on all outstanding series of preferred stock are
cumulative. 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; Redemption. In the event of a liquidation,
dissolution or winding-up of the Company, the holders of each series of
outstanding preferred stock will be entitled to receive out of the 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 outstanding preferred stock upon liquidation,
liquidating distributions, in the amount set forth opposite such series in the
table below, plus
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<PAGE> 23
accrued and unpaid dividends, if any. Each series of outstanding 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 set forth in the table below.
<TABLE>
<CAPTION>
LIQUIDATION
VALUE/REDEMPTION
PRICE PER SHARE
REDEEMABLE ON OR (PLUS, IN EACH CASE, ACCRUED
SERIES OF PREFERRED STOCK AFTER AND UNPAID DIVIDENDS, IF ANY)
--------------------------- ------------------- ------------------------------
<S> <C> <C>
10.96% Preferred June 30, 2000 $ 25
8 3/8% Preferred June 1, 1997 $ 25
7.92% Preferred October 1, 1997 $100
7.58% Preferred April 1, 1998 $100
7 1/2% Preferred June 1, 1998 $100
Series L Preferred June 30, 1999 $100
10 1/2% Preferred September 30, 1998 $ 25
9.76% Preferred September 30, 1999 $ 25
10.84% Preferred June 30, 2001 $ 25
9.08% Preferred March 31, 1997 $ 25
8 1/2% Preferred June 30, 1997 $ 25
8.32% Preferred September 30, 1997 $ 25
8.40% Preferred March 31, 1998 $ 25
Series N Preferred June 30, 1999 $ 25
</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 is 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. Each director
elected by the holders of shares of preferred stock shall continue to serve as
such director for the full term for which he or she shall have been elected,
notwithstanding that prior to the end of such term such default shall cease to
exist.
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 that 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 all
series of preferred stock, voting together as a single class without regard to
series, will be required to (a) 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 the holders of at least two-thirds of the shares of all series of
preferred stock adversely affected thereby, voting together as a single class
without regard to series.
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<PAGE> 24
Miscellaneous. No series of outstanding preferred stock is convertible
into shares of Common Stock or other securities. No series of outstanding
preferred stock is subject to preemptive rights.
TRANSFER AGENT AND REGISTRAR
ChaseMellon Shareholder Services, L.L.C. will be the transfer agent,
registrar and dividend disbursement agent for the Preferred Stock and any
Depositary Shares representing an interest therein. The registrar for shares of
Preferred Stock will send notices to shareholders of any meetings at which
holders of the Preferred Stock have the right to elect directors of the Company
or to vote on any other matter.
DEPOSITARY SHARES
General. The Company may, at its option, elect to offer fractional shares
of Preferred Stock, rather than full shares of Preferred Stock. In the event
such option is exercised, the Company will issue to the public receipts for
Depositary Shares, each of which will represent a fraction (to be set forth in
the Prospectus Supplement relating to a particular series of Preferred Stock) of
a share of a particular series of Preferred Stock as described below.
The shares of any series of Preferred Stock represented by Depositary
Shares will be deposited under a Deposit Agreement (the "Deposit Agreement")
between the Company and a bank or trust company selected by the Company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000 (the "Depositary"). Subject to the terms of the
Deposit Agreement, each owner of a Depositary Share will be entitled, in
proportion to the applicable fraction of a share of Preferred Stock represented
by such Depositary Share, to all the rights and preferences of the Preferred
Stock represented thereby (including dividend, voting, redemption and
liquidation rights).
The Depositary Shares will be evidenced by depositary receipts issued
pursuant to the Deposit Agreement ("Depositary Receipts"). Depositary Receipts
will be distributed to those persons purchasing the fractional shares of
Preferred Stock in accordance with the terms of the offering. Copies of the
forms of Deposit Agreement and Depositary Receipt are filed as exhibits to the
Registration Statement of which this Prospectus is a part, and the following
summary is qualified in its entirety by reference to such exhibits.
Pending the preparation of definitive engraved Depositary Receipts, the
Depositary may, upon the written order of the Company, issue temporary
Depositary Receipts substantially identical to (and entitling the holders
thereof to all the rights pertaining to) the definitive Depositary Receipts but
not in definitive form. Definitive Depositary Receipts will be prepared
thereafter without unreasonable delay, and temporary Depositary Receipts will be
exchangeable for definitive Depositary Receipts at the Company's expense. In
addition, subject to the terms of the Deposit Agreement, holders of Depositary
Shares are entitled to withdraw and receive, upon surrender of Depositary
Receipts, certificates evidencing the fractional number of shares of Preferred
Stock represented by such Depositary Receipts.
Dividends and Other Distributions. The Depositary will distribute all cash
dividends or other cash distributions received in respect of the Preferred Stock
to the record holders of Depositary Shares relating to such Preferred Stock in
proportion to the number of such Depositary Shares owned by such holders.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, unless the Depositary determines that it is not feasible to
make such distribution, in which case the Depositary may, with the approval of
the Company, sell such property and distribute the net proceeds from such sale
to such holders.
Redemption of Depositary Shares. If a series of Preferred Stock
represented by Depositary Shares is subject to redemption, the Depositary Shares
will be redeemed from the proceeds received by the Depositary resulting from the
redemption, in whole or in part, of such series of Preferred Stock held by the
Depositary. The redemption price per Depositary Share will be equal to the
applicable fraction of the redemption price per share payable with respect to
such series of the Preferred Stock. Whenever the Company redeems shares of
Preferred Stock held by the Depositary, the Depositary will redeem as of the
same redemption date the number of Depositary Shares representing the shares of
Preferred Stock so redeemed. If fewer than all the
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<PAGE> 25
Depositary Shares are to be redeemed, the Depositary Shares to be redeemed will
be selected by lot or pro rata as may be determined by the Depositary.
Voting the Preferred Stock. Upon receipt of notice of any meeting at which
the holders of the Preferred Stock are entitled to vote, the Depositary will
mail the information contained in such notice of meeting to the record holders
of the Depositary Shares relating to such Preferred Stock. Each record holder of
such Depositary Shares on the record date (which will be the same date as the
record date for the Preferred Stock) will be entitled to instruct the Depositary
as to the exercise of the voting rights pertaining to the amount of the
Preferred Stock represented by such holder's Depositary Shares. The Depositary
will endeavor, insofar as practicable, to vote the amount of the Preferred Stock
represented by such Depositary Shares in accordance with such instructions, and
the Company will agree to take all action which may be deemed necessary by the
Depositary in order to enable the Depositary to do so. The Depositary will
abstain from voting shares of the Preferred Stock to the extent it does not
receive specific instructions from the holders of Depositary Shares representing
such Preferred Stock.
Amendment and Termination of the Depositary Agreement. The form of
Depositary Receipt evidencing the Depositary Shares and any provision of the
Deposit Agreement may at any time be amended by agreement between the Company
and the Depositary. However, any amendment that materially and adversely alters
the rights of the holders of Depositary Shares will not be effective unless such
amendment has been approved by the holders of at least a majority of the
Depositary Shares then outstanding. The Deposit Agreement may be terminated by
the Company or the Depositary only if (i) all outstanding Depositary Shares have
been redeemed or (ii) there has been a final distribution in respect of the
Preferred Stock in connection with any liquidation, dissolution or winding up of
the Company and such distribution has been distributed to the holders of
Depositary Receipts.
Charges of Depositary. The Company will pay all transfer and other taxes
and governmental charges arising solely from the existence of the depositary
arrangements. The Company will pay charges of the Depositary in connection with
the initial deposit of the Preferred Stock and any redemption of the Preferred
Stock. Holders of Depositary Receipts will pay other transfer and other taxes
and governmental charges and such other charges, including a fee for the
withdrawal of shares of Preferred Stock upon surrender of Depositary Receipts,
as are expressly provided in the Deposit Agreement to be for their accounts.
Miscellaneous. The Depositary will forward to holders of Depository
Receipts all reports and communications from the Company that are delivered to
the Depositary and which the Company is required to furnish to the holders of
the Preferred Stock.
Neither the Depositary nor the Company will be liable if it is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the Deposit Agreement. The obligations of the Company and the
Depositary under the Deposit Agreement will be limited to performance in good
faith of their duties thereunder and they will not be obligated to prosecute or
defend any legal proceeding in respect of any Depositary Shares or Preferred
Stock unless satisfactory indemnity is furnished. They may rely upon written
advice of counsel or accountants, or upon information provided by persons
presenting Preferred Stock for deposit, holders of Depositary Receipts or other
persons believed to be competent and on documents believed to be genuine.
Resignation and Removal of Depositary. The Depositary may resign at any
time by delivering to the Company notice of its election to do so, and the
Company may at any time remove the Depositary, any such resignation or removal
to take effect upon the appointment of a successor Depositary and its acceptance
of such appointment. Such successor Depositary must be appointed within 60 days
after delivery of the notice of resignation or removal and must be a bank or
trust company having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000.
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<PAGE> 26
DESCRIPTION OF COMMON STOCK
The following summary does not purport to be complete and is subject in all
respects to the applicable provisions of the DGCL and the Charter, including the
Certificates of Designations pursuant to which the outstanding series of
preferred stock were issued.
General. The Company is authorized to issue up to 750,000,000 shares of
Common Stock. At September 30, 1996, the Company had outstanding 439,936,546
shares of Common Stock (including 61,530 shares held in its treasury) and had
reserved approximately 60,196,883 shares of Common Stock for issuance under
various employee or non-employee director incentive, compensation and option
plans and under the Company's Dividend Reinvestment Plan.
Dividends. Holders of Common Stock are entitled to receive dividends when,
as and if declared by the Board of Directors 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 dividends on the shares of preferred
stock, including accumulations in the case of cumulative 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 all matters 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 to 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 of the Company.
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. ChaseMellon Shareholder Services, L.L.C. is the
transfer agent, registrar and dividend disbursement agent for the Common Stock.
DESCRIPTION OF SECURITIES WARRANTS
The Company may issue Securities Warrants for the purchase of Debt
Securities, Preferred Stock or Common Stock. Securities Warrants may be issued
independently or together with Debt Securities, Preferred Stock or Common Stock
offered by any Prospectus Supplement and may be attached to or separate from any
such Offered Securities. Each series of Securities Warrants will be issued under
a separate warrant agreement (a "Securities Warrant Agreement") to be entered
into between the Company and the Bank or another bank or trust company, as
warrant agent (the "Securities Warrant Agent"), all as set forth in the
Prospectus Supplement relating to the particular issue of offered Securities
Warrants. The Securities Warrant Agent will act solely as an agent of the
Company in connection with the Securities Warrants and will not assume any
obligation or relationship of agency or trust for or with any holders of
Securities Warrants or beneficial owners of Securities Warrants. Copies of the
forms of Securities Warrant Agreements, including the forms of Securities
Warrant Certificates representing the Securities Warrants, are filed as exhibits
to the Registration Statement of which this Prospectus is a part. The following
summary of certain provisions of the Securities Warrants does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all the provisions of the Securities Warrant Agreements.
Reference is made to the Prospectus Supplement relating to the particular
issue of Securities Warrants offered thereby for the terms of such Securities
Warrants, including, where applicable: (i) the designation,
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<PAGE> 27
aggregate principal amount, currencies, denominations and terms of the series of
Debt Securities purchasable upon exercise of Debt Warrants and the price at
which Debt Securities may be purchased upon such exercise; (ii) the designation,
number of shares, stated value and terms (including, without limitation,
liquidation, dividend, conversion and voting rights) of the series of Preferred
Stock purchasable upon exercise of Preferred Stock Warrants and the price at
which such number of shares of Preferred Stock of such series may be purchased
upon such exercise; (iii) the number of shares of Common Stock purchasable upon
the exercise of Common Stock Warrants and the price at which such number of
shares of Common Stock may be purchased upon such exercise; (iv) the date on
which the right to exercise such Securities Warrants shall commence and the date
(the "Expiration Date") on which such right shall expire; (v) United States
Federal income tax consequences applicable to such Securities Warrants; and (vi)
any other terms of such Securities Warrants. Preferred Stock Warrants and Common
Stock Warrants will be offered and exercisable for U.S. dollars only.
Each Securities Warrant will entitle the holder thereof to purchase such
principal amount of Debt Securities or such number of shares of Preferred Stock
or Common Stock at such exercise price as shall in each case be set forth in, or
calculable from, the Prospectus Supplement relating to the offered Securities
Warrants, which exercise price may be subject to adjustment upon the occurrence
of certain events as set forth in such Prospectus Supplement. After the close of
business on the Expiration Date (or such later date to which such Expiration
Date may be extended by the Company), unexercised Securities Warrants will
become void. The place or places where, and the manner in which, Securities
Warrants may be exercised shall be specified in the Prospectus Supplement
relating to such Securities Warrants.
Prior to the exercise of any Securities Warrants to purchase Debt
Securities, Preferred Stock or Common Stock, holders of such Securities Warrants
will not have any of the rights of holders of the Debt Securities, Preferred
Stock or Common Stock, as the case may be, purchasable upon such exercise,
including the right to receive payments of principal of (and premium, if any) or
interest, if any, on the Debt Securities purchasable upon such exercise or to
enforce covenants in the applicable Indenture, or to receive payments of
dividends, if any, on the Preferred Stock or Common Stock purchasable upon such
exercise or to exercise any applicable right to vote.
RISK FACTORS RELATING TO CURRENCY WARRANTS
THE CURRENCY WARRANTS INVOLVE A HIGH DEGREE OF RISK, INCLUDING RISKS
ARISING FROM FLUCTUATIONS IN THE PRICE OF THE UNDERLYING CURRENCY, FOREIGN
EXCHANGE RISKS AND THE RISK OF EXPIRING WORTHLESS. FURTHER, THE CASH SETTLEMENT
VALUE OF THE CURRENCY WARRANTS AT ANY TIME PRIOR TO EXERCISE OR EXPIRATION MAY
BE LESS THAN THE TRADING VALUE OF THE CURRENCY WARRANTS. THE TRADING VALUE OF
THE CURRENCY WARRANTS WILL FLUCTUATE BECAUSE SUCH VALUE IS DEPENDENT, AT ANY
TIME, ON A NUMBER OF FACTORS, INCLUDING THE TIME REMAINING TO EXERCISE THE
CURRENCY WARRANTS, THE RELATIONSHIP BETWEEN THE EXERCISE PRICE OF THE CURRENCY
WARRANTS AND THE PRICE AT SUCH TIME OF THE DESIGNATED CURRENCY AND THE EXCHANGE
RATE ASSOCIATED WITH THE DESIGNATED CURRENCY. BECAUSE THE CURRENCY WARRANTS ARE
UNSECURED OBLIGATIONS OF THE COMPANY, CHANGES IN THE PERCEIVED CREDITWORTHINESS
OF THE COMPANY MAY ALSO BE EXPECTED TO AFFECT THE TRADING PRICES OF THE CURRENCY
WARRANTS. FINALLY, THE AMOUNT OF ACTUAL CASH SETTLEMENT OF A CURRENCY WARRANT
MAY VARY AS A RESULT OF FLUCTUATIONS IN THE PRICE OF THE DESIGNATED CURRENCY
BETWEEN THE TIME INSTRUCTIONS ARE GIVEN TO EXERCISE THE CURRENCY WARRANT AND THE
TIME SUCH EXERCISE IS ACTUALLY EFFECTED.
PURCHASERS SHOULD BE PREPARED TO SUSTAIN A LOSS OF SOME OR ALL OF THE
PURCHASE PRICE OF THEIR CURRENCY WARRANTS. PROSPECTIVE PURCHASERS OF CURRENCY
WARRANTS SHOULD BE EXPERIENCED WITH RESPECT TO OPTIONS AND OPTION TRANSACTIONS
AND SHOULD REACH AN INVESTMENT DECISION ONLY AFTER CAREFUL CONSIDERATION WITH
THEIR ADVISERS OF THE SUITABILITY OF THE CURRENCY WARRANTS IN LIGHT OF THEIR
PARTICULAR FINANCIAL CIRCUMSTANCES, THE INFORMATION SET FORTH UNDER "DESCRIPTION
OF CURRENCY WARRANTS" BELOW, THE INFORMATION SET FORTH UNDER "RISK FACTORS" IN
THE PROSPECTUS SUPPLEMENT RELATING TO THE PARTICULAR ISSUE OF CURRENCY WARRANTS
AND TO THE OTHER INFORMATION REGARDING THE CURRENCY WARRANTS AND THE DESIGNATED
CURRENCY SET FORTH IN SUCH PROSPECTUS SUPPLEMENT.
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<PAGE> 28
DESCRIPTION OF CURRENCY WARRANTS
The following description of the terms of the Currency Warrants sets forth
certain general terms and provisions of the Currency Warrants to which any
Prospectus Supplement may relate. The particular terms of the Currency Warrants
offered by any Prospectus Supplement and the extent, if any, to which such
general provisions do not apply to the Currency Warrants so offered will be
described in the Prospectus Supplement relating to such Currency Warrants.
Each issue of Currency Warrants will be issued under a warrant agreement
(each, a "Currency Warrant Agreement") to be entered into between the Company
and the Bank or another bank or trust company, as warrant agent (the "Currency
Warrant Agent"), all as described in the Prospectus Supplement relating to such
Currency Warrants. The Currency Warrant Agent will act solely as the agent of
the Company under the applicable Currency Warrant Agreement and will not assume
any obligation or relationship of agency or trust for or with any holders of
such Currency Warrants. A copy of the form of Currency Warrant Agreement,
including the form of warrant certificate, is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The following summary
of certain provisions of the Currency Warrants does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, all the
provisions of the particular Currency Warrants and Currency Warrant Agreement.
The Company may issue Currency Warrants either in the form of currency put
warrants entitling the holders thereof to receive from the Company the cash
settlement value in U.S. dollars of the right to sell a specified amount of a
specified foreign currency or composite currency (the "Designated Currency") for
a specified amount of U.S. dollars (each, a "Currency Put Warrant"), or in the
form of currency call warrants entitling the holders thereof to receive from the
Company the cash settlement value in U.S. dollars of the right to purchase a
specified amount of a Designated Currency for a specified amount of U.S. dollars
(each, a "Currency Call Warrant").
Reference is hereby made to the Prospectus Supplement relating to the
particular issue of Currency Warrants offered thereby for the terms of such
Currency Warrants, including, where applicable: (i) whether such Currency
Warrants shall be Currency Put Warrants, Currency Call Warrants or both; (ii)
the aggregate amount of such Currency Warrants; (iii) the offering price of such
Currency Warrants; (iv) the Designated Currency, which currency may be a foreign
currency or a composite currency, including ECU, and information regarding such
currency or composite currency; (v) the date on which the right to exercise such
Currency Warrants commences and the date on which such right expires; (vi) the
manner in which such Currency Warrants may be exercised; (vii) the circumstances
which will cause the Currency Warrants to be deemed automatically exercised;
(viii) the minimum number, if any, of such Currency Warrants exercisable at any
one time and any other restrictions on exercise; (ix) the method of determining
the amount payable in connection with the exercise of such Currency Warrants;
(x) the national securities exchange on which such Currency Warrants will be
listed; (xi) whether such Currency Warrants will be represented by certificates
or issued in book-entry form; (xii) the place or places at which payment of the
cash settlement value of such Currency Warrants is to be made by the Company, if
applicable; (xiii) information with respect to book-entry procedures, if any;
(xiv) the plan of distribution of such Currency Warrants; and (xv) any other
terms of such Currency Warrants.
Prospective purchasers of Currency Warrants should be aware of special
United States Federal income tax considerations applicable to instruments such
as the Currency Warrants. The Prospectus Supplement relating to each issue of
Currency Warrants will describe such tax considerations.
Except as may otherwise be provided in the applicable Prospectus
Supplement, the Currency Warrants will be issued in the form of global Currency
Warrant Certificates, registered in the name of a depositary or its nominee.
Holders will not be entitled to receive definitive certificates representing
Currency Warrants. A holder's ownership of a Currency Warrant will be recorded
on or through the records of the brokerage firm or other entity that maintains
such holder's account. In turn, the total number of Currency Warrants held by an
individual brokerage firm for its clients will be maintained on the records of
the depositary in the name of such brokerage firm or its agent. Transfer of
ownership of any Currency Warrant will be effected only through the selling
holder's brokerage firm.
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<PAGE> 29
Each issue of Currency Warrants will be listed on a national securities
exchange, subject only to official notice of issuance, as a condition of sale of
such issue of Currency Warrants. In the event that the Currency Warrants are
delisted from, or permanently suspended from trading on, such exchange, the
expiration date for such Currency Warrants will be the date such delisting or
trading suspension becomes effective, and Currency Warrants not previously
exercised will be deemed automatically exercised on such expiration date. The
applicable Currency Warrant Agreement will contain a covenant of the Company not
to seek delisting of the Currency Warrants, or suspension of their trading, on
such exchange unless the Company has concurrently arranged for listing on
another national securities exchange.
PLAN OF DISTRIBUTION
The Company may sell the Offered Securities being offered hereby (i)
through underwriters, (ii) through dealers, (iii) through agents or (iv)
directly to purchasers. The applicable Prospectus Supplements will set forth the
terms of the offerings of any Offered Securities, including the name or names of
the underwriters, dealers or agents, the purchase price of the Offered
Securities and the proceeds to the Company from the sale, any underwriting
discounts and other items constituting underwriters' compensation and any
discounts and commissions allowed or paid to dealers or agents. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
If an underwriter or underwriters are utilized in the sale of the Offered
Securities, the Company will execute an underwriting agreement with such
underwriter or underwriters at the time an agreement for such sale is reached.
The underwriter or underwriters with respect to an underwritten offering of
Offered Securities will be set forth in the Prospectus Supplement relating to
such offering and, if an underwriting syndicate is used, the managing
underwriter or underwriters will be set forth on the cover of such Prospectus
Supplement. If any underwriter or underwriters are utilized in the sale of the
Offered Securities, the underwriting agreement will provide that the obligations
of the underwriters are subject to certain conditions precedent and that the
underwriters with respect to a sale of Offered Securities will be obligated to
purchase all such Offered Securities if any are purchased. In connection with
the sale of Offered Securities, underwriters may be deemed to have received
compensation from the Company in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of Offered
Securities for whom they may act as agent. Underwriters may sell Offered
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agent.
If an underwriter or underwriters are utilized in the sale of any Offered
Securities, the applicable Prospectus Supplement will contain a statement as to
the intention, if any, of such underwriters at the date of such Prospectus
Supplement to make a market in the Offered Securities.
If a dealer is utilized directly by the Company in the sale of the Offered
Securities in respect of which this Prospectus is delivered, the Company will
sell such Offered Securities to the dealer, as principal. The dealer may then
resell such Offered Securities to the public at varying prices to be determined
by such dealer at the time of resale. Any such dealer and the terms of any such
sale will be set forth in the Prospectus Supplement relating thereto.
Offered Securities may be offered and sold through agents designated by the
Company from time to time. Any such agent involved in the offer or sale of the
Offered Securities in respect of which this Prospectus is delivered will be
named in, and any commissions payable by the Company to such agent will be set
forth in, the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis for
the period of its appointment.
Underwriters, dealers or agents participating in the distribution of
Offered Securities may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
Offered Securities may be deemed to be underwriting discounts and commissions,
under the Securities Act.
26
<PAGE> 30
Underwriters, dealers or agents who participate in the distribution of
Offered Securities may be entitled, under agreements which may be entered into
with the Company, to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, or to contribution by the
Company to payments such underwriters, dealers or agents may be required to make
in respect thereof.
The Offered Securities may be sold either at a fixed price or prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
Underwriters, dealers or agents may be customers of, engage in transactions
with, or perform services for, the Company, the Bank, Chase USA, Texas Commerce
or certain other subsidiaries of the Company in the ordinary course of business.
Offers to purchase Offered Securities may be solicited directly by the
Company and sales thereof may be made by the Company directly to institutional
investors or others who may be deemed to be underwriters within the meaning of
the Securities Act with respect to any resale thereof. The terms of any such
sales will be described in the Prospectus Supplement relating thereto. Except as
set forth in the applicable Prospectus Supplement, no director, officer or
employee of the Company or its bank subsidiaries will solicit or receive a
commission in connection with direct sales by the Company of the Offered
Securities, although such persons may respond to inquiries by potential
purchasers and perform ministerial and clerical work in connection with any such
direct sales.
Under Section 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. (the "NASD"), when an NASD member, such as Chase
Securities Inc. ("CSI"), participates in the distribution of an affiliated
company's securities, the offering must be conducted in accordance with the
applicable provisions of Section 2720. CSI is considered to be an "affiliate"
(as such term is defined in Section 2720 of the Company by virtue of the fact
that the Company is the parent of CSI. The offer and sale of any Offered
Securities by CSI or any other qualified affiliate of the Company will comply
with the requirements of Section 2720 regarding the underwriting of securities
of affiliates and with any restrictions as may be imposed on CSI or such other
affiliate of the Company by the Federal Reserve Board.
This Prospectus and the related Prospectus Supplement may be used by direct
or indirect wholly-owned subsidiaries of the Company, including CSI, in
connection with offers and sales related to secondary market transactions in the
Offered Securities. Such subsidiaries may act as principal or agent in such
transactions. Such sales will be made at prices related to prevailing market
prices at the time of sale.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters, dealers and agents to solicit offers by certain institutions to
purchase Offered Securities from the Company at the public offering price set
forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts (each
a "Contract") providing for payment and delivery on the date stated in the
Prospectus Supplement. Each Contract will be for an amount not less than, and
unless the Company otherwise agrees the aggregate principal amount of Debt
Securities or number of shares of Preferred Stock or Common Stock sold pursuant
to Contracts shall be neither less nor more than, the respective amounts stated
in the Prospectus Supplement. Institutions with which Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, educational and charitable institutions and other institutions, but
shall in all cases be subject to the approval of the Company. The obligations of
any purchaser under any Contract will not be subject to any conditions except
that any related sale of Offered Securities to underwriters shall have occurred
and the purchase by an institution of the Offered Securities covered by its
Contract shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to underwriters,
dealers and agents soliciting purchases of Offered Securities pursuant to
Contracts accepted by the Company.
The expected time of delivery of the Offered Securities in respect of which
this Prospectus is delivered will be set forth in the accompanying Prospectus
Supplement.
27
<PAGE> 31
EXPERTS
The financial statements of the Company incorporated in this Prospectus by
reference to the 1995 Annual Report of the Company (which are included in the
Company's Current Report on Form 8-K dated April 16, 1996) and the Annual Report
on Form 10-K for the year ended December 31, 1995 of Chemical Banking
Corporation have been so incorporated in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
LEGAL OPINIONS
The validity of the Offered Securities being offered hereby will be passed
upon for the Company by Simpson Thacher & Bartlett (a partnership which includes
professional corporations), New York, New York, and for any underwriters by
Cravath, Swaine & Moore, New York, New York. Cravath, Swaine & Moore has
represented and continues to represent the Company and its subsidiaries in a
substantial number of matters on a regular basis.
28
<PAGE> 32
PROSPECTUS
[LOGO] CHASE
THE CHASE MANHATTAN CORPORATION
DEBT SECURITIES
WARRANTS
The Chase Manhattan Corporation (the "Company") may offer from time to time
in one or more series its debt securities (the "Company Debt Securities"), which
may be either senior (the "Company Senior Securities") or subordinated (the
"Company Subordinated Securities").
In connection with the merger of The Chase Manhattan Corporation (the "Old
Chase") with and into the Company (which was known as Chemical Banking
Corporation) on March 31, 1996, the Company assumed the obligations of the Old
Chase with respect to certain senior (the "Old Chase Senior Securities") and
certain subordinated debt securities (the "Old Chase Subordinated Securities"
and, collectively with the Old Chase Senior Securities, the "Old Chase Debt
Securities").
In addition, in connection with the merger of Manufacturers Hanover
Corporation ("MHC") with and into the Company on December 31, 1991, the Company
assumed the obligations of MHC with respect to certain senior (the "MHC Senior
Securities") and certain subordinated (the "MHC Subordinated Securities") series
of debt securities (collectively, the "MHC Debt Securities"). The Company Senior
Securities, the Old Chase Senior Securities and the MHC Senior Securities are
collectively referred to as the "Senior Securities." The Company Subordinated
Securities, the Old Chase Subordinated Securities and the MHC Subordinated
Securities are collectively referred to as the "Subordinated Securities."
The Senior Securities rank equally with all other unsubordinated and
unsecured indebtedness of the Company. The Company Subordinated Securities are
subordinate to all existing and future Senior Indebtedness of the Company (as
defined herein) and, except for certain Company Subordinated Securities,
Additional Senior Obligations (as defined herein). The MHC Subordinated
Securities are subordinate to Senior Indebtedness, Additional Senior Obligations
and all other obligations of the Company to its creditors other than any
obligation of the Company as is by its terms expressly stated to be not superior
in right of payment to or to rank pari passu in right of payment with or junior
to the MHC Subordinated Securities. The Old Chase Subordinated Securities are
subordinate to Senior Indebtedness, Additional Senior Obligations and all other
obligations of the Company to its creditors other than the Old Chase
Subordinated Securities, except obligations ranking on a parity with or ranking
junior to such Old Chase Subordinated Securities. The holders of the
Subordinated Securities of any series may be obligated at maturity to exchange
such securities for Capital Securities (as defined herein) of the Company.
Unless otherwise indicated in this Prospectus, the maturity of the Subordinated
Securities will be subject to acceleration only in the event of certain events
of bankruptcy or reorganization of the Company.
The Company may from time to time issue warrants (the "Securities
Warrants") to purchase Company Debt Securities, preferred stock, par value $1
per share (the "Preferred Stock"), or Common Stock, par value $1 per share (the
"Common Stock"), or currency warrants entitling the holder to receive the cash
value in U.S. dollars of the right to purchase or the right to sell foreign
currencies or composite currencies, including European Currency Units ("ECU")
("Currency Warrants").
The following Company Debt Securities are issued and outstanding as of the
date of this Prospectus with respect to which offers and sales relating to
secondary market transactions may be made by direct or indirect wholly-owned
subsidiaries of the Company:
$100,000,000 aggregate principal amount of 7 3/8% Senior Notes Due 1997
$300,000,000 aggregate principal amount of 6 5/8% Senior Notes Due 1998
$100,000,000 aggregate principal amount of 10 3/8% Subordinated Notes Due
1999
$300,000,000 aggregate principal amount of 9 3/4% Subordinated Capital
Notes Due 1999
$150,000,000 aggregate principal amount of 10 1/8% Subordinated Capital
Notes Due 2000
$200,000,000 aggregate principal amount of 8 1/2% Subordinated Notes Due
2002
$150,000,000 aggregate principal amount of 8 5/8% Subordinated Debentures
Due 2002
$100,000,000 aggregate principal amount of 8 1/8% Subordinated Notes Due
June 15, 2002
$200,000,000 aggregate principal amount of 7 5/8% Subordinated Notes Due
2003
$200,000,000 aggregate principal amount of 7 1/8% Subordinated Debentures
Due 2005
$150,000,000 aggregate principal amount of 7 7/8% Subordinated Debentures
Due 2006
$200,000,000 aggregate principal amount of 6 1/2% Subordinated Debentures
Due 2009
<PAGE> 33
$1,203,000,000 aggregate principal amount of Senior Medium-Term Notes,
Series C Due from 9 months to 30 Years from Date of Issue
$272,250,000 aggregate principal amount of Subordinated Medium-Term Notes,
Series A and Series B, Due from 9 months to 30 Years from Date of Issue
The following Old Chase Debt Securities are issued and outstanding as of
the date of this Prospectus with respect to which offers and sales relating to
secondary market transactions may be made by direct or indirect wholly-owned
subsidiaries of the Company:
$250,000,000 aggregate principal amount of 7 7/8% Notes Due 1997
$200,000,000 aggregate principal amount of 7 1/2% Subordinated Notes Due
1997
$275,000,000 aggregate principal amount of 10% Subordinated Notes Due 1999
$200,000,000 aggregate principal amount of 8% Subordinated Notes Due 1999
$200,000,000 aggregate principal amount of 7 3/4% Subordinated Notes Due
1999
$150,000,000 aggregate principal amount of 8.80% Subordinated Notes Due
2000
$200,000,000 aggregate principal amount of 5 1/2% Senior Notes Due 2001
$200,000,000 aggregate principal amount of 9 3/8% Subordinated Notes Due
2001
$150,000,000 aggregate principal amount of 9 3/4% Subordinated Notes Due
2001
$100,000,000 aggregate principal amount of 9.05% Subordinated Notes Due
2002
$150,000,000 aggregate principal amount of 8% Subordinated Notes Due 2002
$200,000,000 aggregate principal amount of 7 1/2% Subordinated Notes Due
2003
$150,000,000 aggregate principal amount of Floating Rate Subordinated Notes
Due 2003
$100,000,000 aggregate principal amount of Floating Rate Subordinated Notes
Due August 1, 2003
$150,000,000 aggregate principal amount of 8% Subordinated Notes Due 2004
$150,000,000 aggregate principal amount of 7 7/8% Subordinated Notes Due
2004
$150,000,000 aggregate principal amount of 8% Subordinated Notes Due 2005
$200,000,000 aggregate principal amount of 6 1/2% Subordinated Notes Due
2005
$200,000,000 aggregate principal amount of 6 1/4% Subordinated Notes Due
2006
$200,000,000 aggregate principal amount of 6 3/4% Subordinated Notes Due
2008
$100,000,000 aggregate principal amount of 6 1/8% Subordinated Notes Due
2008
$150,000,000 aggregate principal amount of 6 1/2% Subordinated Notes Due
2009
$400,995,000 aggregate principal amount of Senior Medium-Term Notes, Series
A, B and C, Due from 9 Months to 30 Years from Date of Issue
$477,930,000 aggregate principal amount of Subordinated Notes, Series A, B
and C, Due from 9 months to 30 years from Date of Issue
The following MHC Debt Securities are issued and outstanding as of the date
of this Prospectus with respect to which offers and sales relating to secondary
market transactions may be made by direct or indirect wholly-owned subsidiaries
of the Company:
$150,000,000 aggregate principal amount of 8 1/8% Notes Due 1997
$150,000,000 aggregate principal amount of 8 1/2% Subordinated Capital
Notes Due 1999
------------------------
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.
------------------------
This Prospectus has been prepared by Chase Securities Inc. ("CSI") in
connection with offers and sales related to secondary market transactions in the
Company Debt Securities, Old Chase Debt Securities and MHC Debt Securities (the
"Debt Securities"). CSI may act as principal or agent in such transactions. Such
sales will be made at prices related to prevailing market prices at the time of
sale.
THE DATE OF THIS PROSPECTUS IS ________, 199__.
<PAGE> 34
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 offices of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the following regional
offices of the Commission: Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511, and Seven World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can also be obtained from the
Commission's Public Reference Section, Room 1024, Judiciary Plaza, 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 material and other information concerning the Company may be inspected at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005. The Company is an electronic filer, and the Commission maintains a
Web site (located at http://www.sec.gov) that contains reports, proxy statements
and other information regarding registrants that file electronically.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996;
(c) 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, March
31, 1996, April 16, 1996, July 17, 1996, September 30, 1996, October 7,
1996 and October 15, 1996; and
(d) The descriptions of the Common Stock and the 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 those descriptions.
All documents filed by the Company pursuant to Section 13 (a), 13 (c), 14
or 15 (d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities offered hereby shall be
deemed to be incorporated by reference in 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 WILL FURNISH WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL
REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED
HEREIN BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS
ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS SHOULD
BE DIRECTED TO: THE CHASE MANHATTAN CORPORATION, 270 PARK AVENUE, NEW YORK, NEW
YORK 10017, ATTENTION: OFFICE OF THE SECRETARY, TELEPHONE (212) 270-4040.
Unless otherwise indicated, currency amounts in this Prospectus are stated
in United States dollars ("$", "dollars", "U.S. dollars" or "U.S.$").
2
<PAGE> 35
THE CHASE MANHATTAN CORPORATION
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 "BNCA"). On March 31, 1996, Old Chase merged with and into the Company, and
the Company changed its name from "Chemical Banking Corporation" 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 The Chase Manhattan
Bank, a New York banking corporation (the "Bank"), Chase Manhattan Bank USA,
National Association ("Chase USA"), headquartered in Wilmington, Delaware, and
Texas Commerce Bank National Association ("Texas Commerce"), headquartered in
Houston, Texas.
The merger of Old Chase with and into the Company was accounted for as a
pooling-of-interests and, accordingly, the information presented in this
Prospectus reflects the combined results of Old Chase and the Company as if the
merger had been in effect for all periods presented.
The Company's principal executive office is located at 270 Park Avenue, New
York, New York 10017. The Company's telephone number is (212) 275-6000.
BUSINESS
The activities of the Company and its subsidiaries are internally
organized, for management information purposes, into five principal lines of
business. A brief description of each principal line of business is presented
below.
GLOBAL BANK
The Global Bank provides banking, financial advisory, trading and
investment services to corporations and public-sector clients world-wide through
a network of offices in 52 countries, including major operations in all key
international financial centers. This network enables the Company to identify
users and sources of capital on a global basis and to serve the cross-border
requirements of clients through integrated delivery across all its businesses.
The Global Bank includes Corporate Lending (focusing on corporate clients, both
credit and general advisory); Investment Banking (including acquisition finance,
syndicated finance, high yield finance, private placements, leasing, mergers and
acquisitions, and other global investment banking activities); Global Markets
(foreign exchange dealing and trading, derivatives trading and structuring,
including equity and commodity derivatives, securities structuring,
underwriting, trading and sales, and the Company's funding and securities
investment activities); and Chase Capital Partners (venture capital and
mezzanine finance). In addition, the Global Asset Management and Private Banking
group serves high net worth individuals worldwide with banking and investment
services, including the Vista Family of mutual funds and Vista unit trust funds.
REGIONAL AND NATIONWIDE CONSUMER BANK
Regional and Nationwide Consumer Bank includes Credit Cards (Chase
cardmember services); Deposits and Investments (consumer banking and commercial
and professional banking); Mortgage Banking; National Consumer Finance (home
equity secured lending, student lending and other consumer lending);
International Consumer (consumer activities in Asia and Latin America); Middle
Market (regional commercial banking); Texas Commerce; and the Company's
franchise in northeastern New Jersey, where its banking subsidiary has 39
branches and private banking operations. The Company maintains a leading market
share position in serving the financial needs of consumers, middle market
commercial enterprises and small businesses in the New York metropolitan area.
Texas Commerce is a leader in providing financial products and services to
businesses and individuals throughout Texas and is the primary bank for more
large corporations and middle market companies than any other bank in Texas.
3
<PAGE> 36
GLOBAL SERVICES
Global Services includes custody, cash management, payments, trade, trust
and other fiduciary services. At September 30, 1996, the Company was custodian
or trustee for approximately $4.1 trillion of assets.
TERMINAL BUSINESSES; CORPORATE
Terminal Businesses represent discontinued portfolios, which are primarily
refinancing country debt and the Company's commercial real estate problem asset
and nonperforming portfolio, primarily at the Bank. Corporate includes the
management results attributed to the parent company; the Company's investment in
The CIT Group Holdings, Inc.; the impact of credit card securitizations; and
some effects remaining at the corporate level after the implementation of
management accounting policies, including residual credit provision and tax
expense.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED
STOCK DIVIDEND REQUIREMENTS
The following are the consolidated ratios of earnings to fixed charges and
the ratios of earnings to combined fixed charges and preferred stock dividend
requirements for each of the periods indicated:
<TABLE>
<CAPTION>
NINE
MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, ------------------------------------
1996 1995 1994 1993 1992 1991
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges:
Excluding Interest on Deposits.............. 1.59 1.90 1.86 1.62 1.50 1.20
Including Interest on Deposits.............. 1.28 1.41 1.42 1.31 1.21 1.07
Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements:
Excluding Interest on Deposits.............. 1.53 1.82 1.76 1.52 1.41 1.14
Including Interest on Deposits.............. 1.26 1.38 1.38 1.27 1.18 1.05
</TABLE>
For purposes of computing the ratios of earnings to fixed charges and of
earnings to combined fixed charges and preferred stock dividend requirements,
earnings represent net income from continuing operations plus total taxes based
on income and fixed charges. Fixed charges, excluding interest on deposits,
include interest expense (other than on deposits), one-third (the proportion
deemed representative of the interest factor) of rents, net of income from
subleases, and capitalized interest. Fixed charges, including interest on
deposits, include all interest expense, one-third (the proportion deemed
representative of the interest factor) of rents, net of income from subleases,
and capitalized interest.
4
<PAGE> 37
DESCRIPTION OF COMPANY DEBT SECURITIES
The statements under this caption are brief summaries of certain provisions
contained in the Company Indentures (as defined below), do not purport to be
complete and are qualified in their entirety by reference to such Company
Indentures, copies of which are exhibits to the Registration Statement of which
this Prospectus is a part. Numerical references in parentheses below are to
sections of the applicable Indenture. Wherever capitalized terms are used but
not defined herein, such terms shall have the meanings assigned to them in the
applicable Company Indenture, it being intended that such referenced sections of
the Company Indentures and such defined terms shall be incorporated herein by
reference.
GENERAL
The Company Senior Securities have been issued in series under an Indenture
dated as of December 1, 1989, as amended as of March 29, 1996 between the
Company and Bankers Trust Company, as Trustee (the "Company Senior Trustee")
(the "Company Senior Indenture"). The Company Subordinated Securities have been
issued under an Indenture dated as of April 1, 1987, as amended and restated as
of December 15, 1992, and as further amended, between the Company and First
Trust of New York, National Association, as Trustee (the "Company Subordinated
Trustee") (the "Company Subordinated Indenture"). The Company Debt Securities
may be offered together with warrants to purchase the Company Debt Securities
(the "Debt Warrants"), warrants to purchase shares of common stock of the
Company (the "Common Stock Warrants"), warrants to purchase shares of preferred
stock (the "Preferred Stock Warrants") and currency warrants entitling the
holder to receive the cash value in U.S. dollars of the right to purchase or the
right to sell foreign currencies or composite currencies, including European
Currency Units ("ECU") (the "Currency Warrants"). The Company Senior Indenture
and the Company Subordinated Indenture shall be collectively referred to as the
"Company Indentures."
Neither Company Indenture limits the amount of Company Debt Securities
which may be issued thereunder and Company Debt Securities may be issued under
either of the Company Indentures up to the aggregate principal amount which may
be authorized from time to time by the Company. Because the Company is a holding
company, the right of the Company to participate in any distribution of assets
of any subsidiary, including the Bank, Chase USA and Texas Commerce, upon such
subsidiary's liquidation or reorganization or otherwise (and thus the ability of
holders of the Company Debt Securities to benefit indirectly from such
distribution), is subject to the prior claims of creditors of that subsidiary,
except to the extent that the Company may itself be recognized as a creditor of
that subsidiary. Claims on the Company's subsidiaries by creditors other than
the Company include long-term debt and substantial obligations with respect to
deposit liabilities, Federal funds purchased, securities sold under repurchase
agreements, commercial paper and other short-term borrowings.
Reference is made to the applicable description below for the following
terms and other information with respect to an issue of Company Debt Securities,
including, where applicable: (i) the specific title of such Company Debt
Securities; (ii) any limit on the aggregate principal amount or aggregate
initial offering price of such Company Debt Securities; (iii) the purchase price
of such Company Debt Securities (expressed as a percentage of the principal
amount thereof); (iv) the date or dates on which the principal of such Company
Debt Securities will be payable and the provisions, if any, for extension of
such payment date or dates; (v) the rate or rates per annum at which such
Company Debt Securities will bear interest, if any, including the rate of
interest, if any, applicable to overdue payments of principal, or the method by
which any such rate or rates will be determined and the dates on which such
interest, if any, will be payable, the record dates for such interest payment
dates and the date from which such interest, if any, will accrue; (vi) the place
or places where the principal of (and premium, if any) and interest, if any,
with respect to the Company Debt Securities will be payable; (vii) the terms of
any mandatory or optional redemption provisions applicable to the Company Debt
Securities; (viii) the terms of any sinking fund and analogous provisions with
respect to the Company Debt Securities; (ix) authorized denominations of the
Debt Securities (if other than denominations of $1,000 and integral multiples
thereof); (x) if other than the currency of the United States, the currency or
currencies, including ECU and other composite currencies, in which payment of
the principal of (and premium, if any) and interest, if any, on the Company Debt
Securities will be payable (which may be different for principal,
5
<PAGE> 38
premium and interest); (xi) if the principal of (and premium, if any) or
interest, if any, on such Company Debt Securities are to be payable at the
election of the Company or a holder thereof in one or more currencies or
composite currencies, the currencies or composite currencies in which payment
may be made and the manner of making such election; (xii) any provisions
relating to the conversion or exchange of such Company Debt Securities; (xiii)
the index, if any, with reference to which the amount of payments of principal
of (and premium, if any) or interest, if any, on such Company Debt Securities
will be determined; (xiv) whether such Company Debt Securities are Company
Senior Securities or Company Subordinated Securities, or include both; (xv) the
portion of the principal amount of such Company Debt Securities which will be
payable upon declaration of acceleration of the maturity thereof, if other than
the principal amount thereof, (xvi) any Events of Default applicable to such
Company Debt Securities (if not set forth in the applicable Company Indenture);
(xvii) if such Company Debt Securities are Company Senior Securities, whether
the provisions of the Company Senior Indenture relating to "Defeasance and
Covenant Defeasance" will be applicable to such Company Senior Securities;
(xviii) whether any of such Company Debt Securities are to be issuable in
permanent global form; (xix) the terms of any Currency Warrants or Securities
Warrants being offered with such Company Debt Securities; and (xx) any other
specific terms of such Company Debt Securities (including any covenants
applicable to the Company Debt Securities if not set forth in the applicable
Company Indenture).
The Company Debt Securities have been issued only in fully registered form
without coupons. The Company Indentures also provide that Company Debt
Securities of a series may be issued as permanent global Company Debt
Securities. See "Permanent Global Debt Securities" below. No service charge will
be made for any transfer or exchange of the Company Debt Securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Unless a particular issue of Company Debt Securities is represented by a
permanent global note, principal of (and premium, if any) and interest, if any,
on the Company Debt Securities will be payable, and the Company Debt Securities
will be transferable or exchangeable, at the corporate trust office of the Bank
in New York City, provided that payment of interest on any Company Debt
Securities may be made at the option of the Company by check mailed to the
registered holders of the Company Debt Securities at their registered addresses.
The Company will have the right to require a holder of any Company Debt
Security, in connection with the payment of the principal of (and premium, if
any) and interest, if any, on such Company Debt Security, to certify information
to the Company or, in the absence of such certification, the Company will be
entitled to rely on any legal presumption to enable the Company to determine its
duties and liabilities, if any, to deduct or withhold taxes, assessments or
governmental charges from such payment.
If the principal of (and premium, if any) or interest, if any, on any
Company Debt Securities are to be payable in any currency other than U.S.
dollars or, at the election of the Company or a holder thereof, in one or more
currencies or composite currencies, or if any index is used to determine the
amount of payments of principal of (and premium, if any) or interest, if any, on
any series of Company Debt Securities, any special Federal income tax,
accounting and other considerations applicable thereto, if any, are described
below.
Some of the Company Debt Securities may have been issued as original issue
discount Company Debt Securities (bearing no interest or interest at a rate
which at the time of issuance is below market rates), to be sold at a discount
below their stated principal amount. If any such Company Debt Securities have
been so issued, the Federal income tax, accounting and other special
considerations applicable to any such original issue discount Company Debt
Securities, if any, are described below.
Neither Company Indenture contains any restriction on the Company's ability
to enter into a highly leveraged transaction or any provision affording special
protection to holders of Company Debt Securities in the event the Company
engages in a highly leveraged transaction. Further, neither Company Indenture
contains any provisions that would provide protection to holders of Company Debt
Securities upon a sudden and dramatic decline in the credit quality of the
Company resulting from a takeover, recapitalization or similar restructuring of
the Company.
The Company Debt Securities of certain series may be issued under the
Company Indentures upon the exercise of Securities Warrants issued with other
Company Debt Securities or upon exchange or conversion of
6
<PAGE> 39
exchangeable or convertible Company Debt Securities. The specific terms of any
such Securities Warrants, the specific terms of exchange or conversion of any
such Company Debt Securities and the specific terms of the Company Debt
Securities issuable upon the exercise of any such Securities Warrants or upon
any such exchange or conversion, if any, are described below.
COMPANY SENIOR SECURITIES
The Company Senior Securities are direct, unsecured obligations of the
Company and will constitute Senior Indebtedness issued on a parity with the
other Senior Indebtedness of the Company. As of September 30, 1996, Senior
Indebtedness and Additional Senior Obligations of the Company aggregated
approximately $10.0 billion. See "Description of Company Debt
Securities -- Company Subordinated Securities -- Subordination" below.
Limitation on Disposition of Stock of the Bank. The Company Senior
Indenture contains a covenant by the Company that, so long as any of the Company
Senior Securities are outstanding, but subject to the rights of the Company in
connection with its consolidation with or merger into another person or a sale
of the Company's assets, neither the Company nor any Intermediate Subsidiary
will sell, assign, transfer, grant a security interest in or otherwise dispose
of any shares of, or securities convertible into, or options, warrants or rights
to subscribe for or purchase shares of, Voting Stock of the Bank (except to the
Company or an Intermediate Subsidiary), nor will the Company or any Intermediate
Subsidiary permit the Bank to issue any shares of, or securities convertible
into, or options, warrants or rights to subscribe for or purchase shares of,
Voting Stock of the Bank, nor will the Company permit any Intermediate
Subsidiary that owns any shares of, or securities convertible into, or options,
warrants or rights to subscribe for or purchase shares of, Voting Stock of the
Bank to cease to be an Intermediate Subsidiary, unless (i) any such sale,
assignment, transfer, grant of a security interest or other disposition is made
for fair market value, as determined by the Board of Directors of the Company or
such Intermediate Subsidiary, and (ii) the Company and any one or more
Intermediate Subsidiaries will collectively own at least 80% of the issued and
outstanding Voting Stock of the Bank (or any successor to the Bank) free and
clear of any security interest after giving effect to such transaction. The
foregoing, however, shall not preclude the Bank from being consolidated with or
merged into another domestic banking corporation, if after such merger or
consolidation the Company, or any successor thereto in a permissible merger, and
any one or more Intermediate Subsidiaries own or owns at least 80% of the Voting
Stock of the resulting bank and, giving effect to the transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing. An Intermediate
Subsidiary is defined in the Company Senior Indenture as a Subsidiary (i) that
is organized under the laws of any domestic jurisdiction and (ii) of which all
the shares of each class of capital stock issued and outstanding, and all
securities convertible into, and options, warrants and rights to subscribe for
or purchase shares of, such capital stock, are owned directly by the Company,
free and clear of any security interest. The limitation on the disposition of
the Voting Stock of the Bank does not prevent the Bank from engaging in a sale
of assets to the extent otherwise permitted by the Company Senior Indenture.
(Section 1006).
Events of Default. The Company Senior Indenture defines an Event of
Default with respect to any series of Company Senior Securities as any one of
the following events: (i) default in the payment of interest on any Company
Senior Security of that series and continuance of such default for 30 days; (ii)
default in the payment of principal of (or premium, if any, on) any Company
Senior Security of that series at Maturity; (iii) default in the deposit of any
sinking fund payment, when and as due by the terms of a Company Senior Security
of that series, and continuance of such default for 5 days; (iv) failure by the
Company for 60 days after due notice in performance of any other of the
covenants or warranties in the Company Senior Indenture (other than a covenant
or warranty included in the Company Senior Indenture solely for the benefit of a
series of Company Senior Securities other than that series); (v) (A) failure by
the Company to pay indebtedness for money borrowed, including Company Senior
Securities of other series, in an aggregate principal amount exceeding
$25,000,000, at the later of final maturity or upon the expiration of any
applicable period of grace with respect to such principal amount or (B)
acceleration of the maturity of any of the Company's indebtedness for money
borrowed, including Company Senior Securities of other series, in an aggregate
7
<PAGE> 40
principal amount exceeding $25,000,000, if such failure to pay or acceleration
results from a default under the instrument giving rise to, or securing, such
indebtedness for money borrowed and is not rescinded or annulled within 30 days
after due notice, unless such default is contested in good faith by appropriate
proceedings; (vi) certain events of bankruptcy, insolvency or reorganization of
the Company or the Bank; and (vii) any other Event of Default provided with
respect to Company Senior Securities of that series. (Section 501).
If any Event of Default with respect to Company Senior Securities of any
series at the time Outstanding occurs and is continuing, either the Company
Senior Trustee or the holders of not less than 25% in principal amount of the
Outstanding Company Senior Securities of that series may declare the principal
amount (or, if the Company Senior Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all Company Senior Securities of that series to be
due and payable immediately (provided that no such declaration is required upon
certain events of bankruptcy); but upon certain conditions such declaration may
be annulled and past defaults (except, unless theretofore cured, a default in
payment of principal of (or premium, if any) or interest on the Company Senior
Securities of that series and certain other specified defaults) may be waived by
the holders of a majority in principal amount of the Outstanding Company Senior
Securities of that series on behalf of the holders of all Company Senior
Securities of that series. (Sections 502 and 513).
With respect to any series of Company Senior Securities that are Original
Issue Discount Securities, reference is made below to the terms of such series
for the particular provisions relating to acceleration of the Maturity of a
portion of the principal amount of such Original Issue Discount Securities upon
the occurrence of an Event of Default and the continuation thereof.
The Company Senior Indenture provides that the Company Senior Trustee will,
within 90 days after the occurrence of a default known to it with respect to
Company Senior Securities of any series at the time Outstanding with respect to
which it is trustee, give to the holders of the Outstanding Company Senior
Securities of that series notice of such default if uncured or not waived,
provided that, except in the case of default in the payment of principal of (or
premium, if any) or interest, if any, on any Company Senior Security of that
series, or in the payment of any sinking fund installment which is provided for
such series, the Company Senior Trustee will be protected in withholding such
notice if the Company Senior Trustee in good faith determines that the
withholding of such notice is in the interest of the holders of the Outstanding
Company Senior Securities of such series and, provided further, that such notice
shall not be given until 60 days after the occurrence of a default with respect
to Outstanding Company Senior Securities of any series in the performance of a
covenant in the Company Senior Indenture other than for the payment of the
principal of (or premium, if any) or interest, if any, on any Company Senior
Security of such series or the deposit of any sinking fund payment with respect
to the Company Senior Securities of such series. The term "default" with respect
to any series of Outstanding Company Senior Securities for the purpose only of
this provision means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Company Senior Securities
of such series. (Section 602).
The Company Senior Indenture provides that, subject to the duty of the
Company Senior Trustee during default to act with the required standard of care,
the Company Senior Trustee will not be under any obligation to exercise any of
its rights or powers under the Company Senior Indenture at the request or
direction of any of the holders, unless such holders shall have offered to the
Company Senior Trustee reasonable security or indemnity. (Section 603). The
Company Senior Indenture provides that the holders of a majority in principal
amount of Outstanding Company Senior Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Company Senior Trustee for that series, or exercising any trust or other
power conferred on such Company Senior Trustee, provided that such Company
Senior Trustee may decline to act if such direction is contrary to law or the
Company Senior Indenture. (Section 512).
The Company Senior Indenture includes a covenant that the Company will file
annually with the Company Senior Trustee a certificate of no default, or
specifying any default that exists. (Section 1007).
Defeasance and Covenant Defeasance. The Company Senior Indenture provides,
if such provision is made applicable to the Company Senior Securities of any
series pursuant to Section 301 of the Company
8
<PAGE> 41
Senior Indenture (which, if applicable, with respect to a particular series of
Company Senior Securities will be indicated below), that the Company may elect
(i) to defease and be discharged from all of its obligations with respect to
such Company Senior Securities then outstanding (except for the obligations to
register the transfer or exchange of such Company Senior Securities, to replace
temporary or mutilated, destroyed, lost or stolen Company Senior Securities, to
maintain an office or agency in respect of the Company Senior Securities and to
hold moneys for payment in trust) ("defeasance") and/or (ii) to be released from
its obligations with respect to such Company Senior Securities then outstanding
under Section 1005 and Section 1006 (and any other sections applicable to such
Company Senior Securities that are determined pursuant to Section 301 to be
subject to covenant defeasance) and the consequences of the occurrence of an
event of default specified in Section 501(4) (insofar as it is with respect to
Section 1005, Section 1006 or any other section applicable to such Company
Senior Securities that is determined pursuant to Section 301 to be subject to
covenant defeasance) or Section 501(5) of the Company Senior Indenture (Section
1005 containing the covenant to pay taxes and other claims, Section 1006
containing the restrictions described above under "Limitation on Disposition of
Stock of the Bank" and Sections 501(4) and 501(5) containing the provisions
described above under "Events of Default" relating to covenant defaults and
cross-defaults, respectively) ("covenant defeasance"), in either case upon the
deposit with the Company Senior Trustee (or other qualifying trustee), in trust
for such purpose, of money, and/or U.S. Government Obligations which through the
payment of principal and interest in accordance with their terms will provide
money in an amount sufficient, without reinvestment, to pay the principal of
(and premium, if any) and interest, if any, on such Company Senior Securities to
maturity or redemption, as the case may be, and any mandatory sinking fund or
analogous payments thereon. As a condition to defeasance or covenant defeasance,
the Company must deliver to the Company Senior Trustee an Opinion of Counsel (as
specified in the Company Senior Indenture) to the effect that the holders of
such Company Senior Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
or covenant defeasance had not occurred. Such opinion, in the case of defeasance
under clause (i) above, must refer to and be based upon a ruling of the Internal
Revenue Service issued to the Company or published as a revenue ruling or upon a
change in applicable Federal income tax law, in any such case after the date of
the Company Senior Indenture.
Under current Federal income tax law, defeasance would likely be treated as
a taxable exchange of such Company Senior Securities for interests in the
defeasance trust. As a consequence, a holder would recognize gain or loss equal
to the difference between the holder's cost or other tax basis for such Company
Senior Securities and the value of the holder's proportionate interest in the
defeasance trust, and thereafter would be required to include in income a
proportionate share of the income, gain or loss, as the case may be, of the
defeasance trust. Under current Federal income tax law, covenant defeasance
would ordinarily not be treated as a taxable exchange of such Company Senior
Securities. Purchasers of such Company Senior Securities should consult their
own advisors with respect to the tax consequences to them of such defeasance and
covenant defeasance, including the applicability and effect of tax laws other
than the Federal income tax law.
If the Company exercises its covenant defeasance option with respect to any
series of Company Senior Securities, payment of such Company Senior Securities
may not be accelerated by reference to the covenants relating to covenant
defeasance described above. The Company may exercise its defeasance option with
respect to such Company Senior Securities notwithstanding its prior exercise of
its covenant defeasance option. If the Company exercises its defeasance option,
payment of such Company Senior Securities may not be accelerated because of any
Event of Default. If the Company exercises its defeasance option or covenant
defeasance option and an acceleration were to occur, the realizable value at the
acceleration date of the money and U.S. Government Obligations in the defeasance
trust could be less than the principal and interest then due on such Company
Senior Securities, in that the required deposit in the defeasance trust is based
upon scheduled cash flows rather than market value, which will vary depending
upon interest rates and other factors.
Modification of the Indenture. Modifications and amendments of the Company
Senior Indenture may be made by the Company and the Company Senior Trustee with
the consent of the holders of not less than a
9
<PAGE> 42
majority in principal amount of each series of Outstanding Company Senior
Securities affected thereby, by executing supplemental indentures adding any
provisions to or changing or eliminating any of the provisions of the Company
Senior Indenture or modifying the rights of the holders of Outstanding Company
Senior Securities of such series, except that no such supplemental indenture may
(i) change the Stated Maturity of any Company Senior Security of any series, or
reduce the principal amount thereof (or premium, if any, thereon), or reduce the
rate of payment of interest thereon, or change certain other provisions relating
to the yield of the Company Senior Securities or change the currency or
currencies in which the same is payable; (ii) reduce the aforesaid percentage of
Outstanding Company Senior Securities of any series, the consent of the holders
of which is required for any supplemental indenture, or reduce the percentage of
principal amount of Outstanding Company Senior Securities necessary for waiver
of compliance with certain provisions of the Company Senior Indenture or for
waiver of certain covenants and defaults; or (iii) modify the provisions of the
Company Senior Indenture relating to modification and amendment of the Company
Senior Indenture. The Company Senior Indenture provides, however, that each of
the amendments and modifications listed in clauses (i) through (iii) above may
be made with the consent of the holder of each Outstanding Company Senior
Security affected thereby. (Section 902).
The Senior Indenture permits the Company and the Trustee to amend the
Senior Indenture in certain circumstances without the consent of the holders of
Senior Securities to evidence the merger of the Company at the replacement of
the Trustee, to effect modifications that do not affect any Series of Senior
Securities already outstanding and for certain other purposes.
Consolidation, Merger and Sale of Assets. The Company, without the consent
of the holders of any of the Company Senior Securities under the Company Senior
Indenture, may consolidate with or merge into any other person or transfer or
lease its assets substantially as an entirety to any person or may permit any
corporation to merge into the Company, provided that: (i) the successor is a
person organized under the laws of any domestic jurisdiction; (ii) the successor
person, if other than the Company, assumes the Company's obligations on the
Company Senior Securities and under the Company Senior Indenture; (iii) after
giving effect to the transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, shall have
occurred and be continuing; and (iv) certain other conditions are met. (Section
801).
Outstanding Company Senior Securities. The Company Senior Indenture
provides that, in determining whether the holders of the requisite principal
amount of Outstanding Company Senior Securities have given any request, demand,
authorization, direction, notice, consent or waiver, (i) the portion of the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purpose shall be that portion of the principal amount
thereof that would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof; (ii) the portion of the principal amount
of a Company Senior Security denominated in a foreign or composite currency or
currencies that shall be deemed to be Outstanding for such purpose shall be the
U.S. dollar equivalent, determined on the date of original issuance of such
Company Senior Security, of the principal amount (or, in the case of an Original
Issue Discount Security, the U.S. dollar equivalent on the date of original
issuance of such Company Senior Security of the amount determined as provided in
(i) above) of such Company Senior Security; (iii) the portion of the principal
amount of a Company Senior Security for which the amount of payments of
principal of and any premium or interest on such Company Senior Security may be
determined with reference to an index that shall be deemed to be Outstanding for
such purpose shall be determined as of the date of original issuance of such
Company Senior Security; and (iv) Company Senior Securities owned by the
Company, any of its Affiliates or any other obligor upon the Company Senior
Securities shall not be deemed to be Outstanding. (Section 101).
10
<PAGE> 43
Set forth below are the principal terms of the Company Senior Securities
issued and outstanding as of the date of this Prospectus, with respect to which
offers and sales relating to secondary market transactions may be made by direct
or indirect wholly-owned subsidiaries of the Company.
TERMS AND PROVISIONS OF 7 3/8% SENIOR NOTES DUE 1997
The 7 3/8% Senior Notes Due 1997 (the "7 3/8% 1997 Notes") are limited to
$100,000,000 aggregate principal amount and will mature on June 15, 1997. The
7 3/8% 1997 Notes are not redeemable prior to maturity and no sinking fund is
provided for the 7 3/8% 1997 Notes. The 7 3/8% 1997 Notes bear interest from May
26, 1992, payable semiannually in arrears on June 15 and December 15 to the
persons in whose names the 7 3/8% 1997 Notes are registered at the close of
business on the first day of June or December preceding such June 15 or December
15.
TERMS AND PROVISIONS OF 6 5/8% SENIOR NOTES DUE 1998
The 6 5/8% Senior Notes Due 1998 (the "6 5/8% 1998 Notes") are limited to
$300,000,000 aggregate principal amount and will mature on January 15, 1998. The
6 5/8% 1998 Notes are not redeemable prior to maturity and no sinking fund is
provided for the 6 5/8% 1998 Notes. The 6 5/8% 1998 Notes bear interest from
January 19, 1993, payable semiannually in arrears on January 15 and July 15 to
the persons in whose names the 6 5/8% 1998 Notes are registered at the close of
business on the first day of January or July preceding such January 15 or July
15.
TERMS AND PROVISIONS OF SENIOR MEDIUM-TERM NOTES, SERIES C
Set forth below is a table indicating the issuance dates and the maturity
dates of the $1,203,000,000 aggregate principal amount of Senior Medium-Term
Notes, Series C (the "Senior Series C Notes") issued and outstanding as of the
date of this Prospectus. The Senior Series C Notes are not subject to any
sinking fund and are not redeemable prior to their stated maturity. The Senior
Series C Notes have either (a) fixed interest rates or (b) floating interest
rates which are reset periodically, by reference to an interest rate basis or
formula.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
- ------------------------------- ----------- ------------------------------- -------------------------------------
<S> <C> <C> <C>
November 2, 1992............... $ 5,000,000 December 17, 1997.............. LIBOR reset quarterly +0.40%
May 28, 1993................... 5,000,000 May 28, 1997................... LIBOR reset quarterly +0.30%
June 16, 1993.................. 15,000,000 December 18, 1996.............. 11% minus LIBOR but in no event shall
the rate be less than zero.
June 16, 1993.................. 5,000,000 December 18, 1996.............. 11% minus LIBOR but in no event shall
the rate be less than zero.
June 16, 1993.................. 5,000,000 December 18, 1996.............. 11% minus LIBOR but in no event shall
the rate be less than zero.
June 28, 1993.................. 26,000,000 June 30, 1997.................. LIBOR reset quarterly +0.25%
August 9, 1993................. 5,000,000 August 10, 1998................ LIBOR reset quarterly +0.25%
December 28, 1993.............. 5,000,000 December 28, 1998.............. LIBOR reset annually
January 25, 1994............... 25,000,000 January 27, 1997............... LIBOR reset quarterly +0.05%
January 25, 1994............... 75,000,000 January 27, 1997............... LIBOR reset quarterly +0.05%
January 25, 1994............... 50,000,000 January 25, 1999............... LIBOR reset quarterly +0.15%
January 27, 1994............... 50,000,000 January 27, 1998............... LIBOR reset quarterly +0.10%
June 6, 1994................... 10,000,000 June 6, 1999................... LIBOR reset semiannually +0.40%
June 10, 1994.................. 5,000,000 June 10, 1999.................. LIBOR reset quarterly +0.20%
June 14, 1994.................. 25,000,000 June 16, 1997.................. LIBOR reset quarterly +0.13%
June 14, 1994.................. 25,000,000 June 16, 1997.................. LIBOR reset quarterly +0.13%
July 16, 1994.................. 5,000,000 July 15, 2004.................. LIBOR reset semiannually +0.65%
July 20, 1994.................. 7,000,000 July 20, 2004.................. LIBOR reset semiannually +0.50%
July 20, 1994.................. 10,000,000 July 20, 2004.................. LIBOR reset semiannually +0.50%
August 16, 1994................ 5,000,000 August 16, 2004................ LIBOR reset semiannually +0.50% but
in no event shall the rate exceed
10.5%
</TABLE>
11
<PAGE> 44
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
- ------------------------------- ----------- ------------------------------- -------------------------------------
<S> <C> <C> <C>
September 13, 1994............. 5,000,000 September 20, 1999............. LIBOR reset quarterly +0.37% but in
no event shall the rate exceed 9.5%
September 24, 1994............. 5,000,000 October 4, 2004................ LIBOR reset semiannually +0.45%;
converts to 9.5% fixed on October 1,
1997
October 18, 1994............... 5,000,000 October 19, 2004............... LIBOR reset semiannually +0.45%;
converts to 9.5% fixed on October 20,
1997
October 26, 1994............... 5,000,000 October 26, 2004............... LIBOR reset semiannually +0.45%;
converts to 9.625% fixed on October
27, 1997
October 26, 1994............... 25,000,000 October 26, 1999............... LIBOR reset quarterly +0.375% but in
no event shall the rate exceed 10%
November 2, 1994............... 15,000,000 November 2, 1999............... LIBOR reset quarterly +0.4% but in no
event shall the rate exceed 9.75%
November 3, 1994............... 10,000,000 November 3, 1999............... LIBOR reset quarterly +0.38% but in
no event shall the rate exceed 10%
November 4, 1994............... 10,000,000 November 4, 2004............... LIBOR reset semiannually +0.5%;
converts to 9.35% fixed on November
4, 1997
February 28, 1995.............. 150,000,000 February 28, 2000.............. LIBOR reset quarterly +0.20%
March 7, 1995.................. 25,000,000 March 6, 1998.................. LIBOR reset quarterly +0.125%
March 16, 1995................. 10,000,000 March 16, 2005................. LIBOR reset semiannually +0.35%;
converts to 9.0% fixed on March 16,
1999
March 28, 1995................. 5,000,000 March 29, 2005................. 8.125% fixed
April 3, 1995.................. 7,000,000 April 3, 2005.................. LIBOR reset semiannually +0.45%;
converts to 9.25% fixed April 3, 1998
July 27, 1995.................. 30,000,000 July 27, 2000.................. LIBOR reset quarterly +0.18%
August 10, 1995................ 10,000,000 August 10, 2005................ LIBOR reset semiannually +0.45%;
converts to 8.0% fixed on August 10,
1999
September 1, 1995.............. 13,000,000 September 1, 2005.............. LIBOR reset quarterly +0.40%;
converts to 8.75% fixed on September
1, 1999
November 8, 1995............... 25,000,000 November 8, 1998............... 5.88% fixed
November 10, 1995.............. 50,000,000 November 10, 1998.............. LIBOR reset quarterly +0.10%
November 10, 1995.............. 25,000,000 November 10, 2001.............. Constant maturity 10 year Treasury
Index minus 0.34%
November 15, 1995.............. 10,000,000 May 1, 2001.................... Constant maturity 5 year Treasury
Index minus 0.10%
October 15, 1996............... 400,000,000 October 15, 1998............... LIBOR reset quarterly
</TABLE>
COMPANY SUBORDINATED SECURITIES
General. The Company Subordinated Securities are direct, unsecured
obligations of the Company. The obligations of the Company pursuant to the
Company Subordinated Securities are subordinate in right of payment to all
Senior Indebtedness and, in certain circumstances relating to the dissolution,
winding-up, liquidation or reorganization of the Company, to all Additional
Senior obligations, whether outstanding as of the date hereof or hereafter
created, assumed or incurred, as discussed below under "Subordination." The
Company Subordinated Indenture does not contain any restriction on the amount of
Senior Indebtedness or Additional Senior Obligations which the Company may
incur.
Unless otherwise indicated below with respect to a particular series of
Company Subordinated Securities, the maturity of the Company Subordinated
Securities will be subject to acceleration only in the event of bankruptcy or
reorganization of the Company. See "Defaults and Waivers Thereof" below.
The holders of any series of Company Subordinated Securities which are
specified below and are convertible into Common Stock ("Subordinated Convertible
Securities") will be entitled, as specified below, subject to prior redemption,
repayment or repurchase, to convert any Subordinated Convertible Securities of
such series into Common Stock, at the conversion price specified below, subject
to adjustment and to such other terms as are set forth below.
The holders of a particular series of Company Subordinated Securities may
be obligated at maturity, or at any earlier time as set forth below with respect
to such series, to exchange them for Capital Securities of the
12
<PAGE> 45
Company. (Article Seventeen). The terms of any such exchange and the Capital
Securities issuable upon such exchange are, to the extent applicable to a
particular series of Company Subordinated Securities, described below. "Capital
Securities" may consist of Common Stock, perpetual preferred stock or other
capital securities of the Company acceptable to its primary Federal banking
regulator. Currently, the Company's primary Federal banking regulator is the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board").
Whenever Company Subordinated Securities are exchangeable for Capital
Securities, the Company will be obligated to deliver Capital Securities with a
market value equal to the principal amount of such Company Subordinated
Securities. In addition, the Company will unconditionally undertake, at the
expense of the Company, to sell the Capital Securities in a sale (the "Secondary
Offering") on behalf of any holders who elect to receive cash for the Capital
Securities. The Common Stock is described below under "Description of Capital
Stock -- Common Stock". A general description of the preferred stock of the
Company is set forth below under "Description of Capital Stock -- Preferred
Stock".
Subordination. On August 28, 1992, the Federal Reserve Board revised the
risk-based capital guidelines to impose additional restrictions on subordinated
debt securities in order for such securities to qualify as "Tier 2 Capital." See
"Certain Regulatory Matters -- Capital Ratios." In response to these guidelines,
the Company Subordinated Indenture was amended and restated as of December 15,
1992 to permit the Company to issue Company Subordinated Securities that would
qualify as Tier 2 Capital. Company Subordinated Securities issued prior to the
amendment and restatement of the Company Subordinated Indenture are collectively
referred to herein as "Antecedent Company Subordinated Indebtedness" and Company
Subordinated Securities issued on after the date of the amendment and
restatement of the Company Subordinated Indenture are collectively referred to
herein as "Post-Amendment Company Subordinated Indebtedness".
Antecedent Company Subordinated Indebtedness consist of the following
Company Subordinated Securities: (i) the 10 1/8% Subordinated Capital Notes Due
2000; (ii) the 9 3/4% Subordinated Capital Notes Due 1999; (iii) the 8 1/2%
Subordinated Notes Due 2002; (iv) the 8 5/8% Subordinated Debentures Due 2002;
(v) the 8 1/8% Subordinated Notes Due 2002; and (vi) the 10 3/8% Subordinated
Notes Due 1999. At September 30, 1996, an aggregate principal amount of
approximately $1.05 billion of Antecedent Company Subordinated Indebtedness was
outstanding. All Company Subordinated Securities other than Antecedent Company
Subordinated Indebtedness are Post-Amendment Company Subordinated Indebtedness.
At September 30, 1996, an aggregate principal amount of approximately $1.02
billion of Post-Amendment Company Subordinated Indebtedness was outstanding.
The Company Subordinated Indenture provides that "Senior Indebtedness"
shall mean the principal of (and premium, if any) and interest on (i) all
indebtedness of the Company for money borrowed, whether outstanding on the date
of execution of the Company Subordinated Indenture or thereafter created,
assumed or incurred, except (A) Post-Amendment Company Subordinated
Indebtedness, (B) Antecedent Company Subordinated Indebtedness, (C) MHC
Subordinated Securities, (D) Old Chase Subordinated Securities and (E) such
other indebtedness of the Company which by its terms is expressly stated to be
not superior in right of payment to the Company Subordinated Securities or to
rank pari passu in right of payment with the Company Subordinated Securities
(such other indebtedness hereinafter referred to as "Other Subordinated
Indebtedness") and (ii) any deferrals, renewals or extensions of any such Senior
Indebtedness. The term "indebtedness of the Company for money borrowed" shall
mean any obligation of, or any obligation guaranteed by, the Company for the
repayment of money borrowed, whether or not evidenced by bonds, debentures,
notes or other written instruments, and any deferred obligation for payment of
the purchase price of property or assets. As of September 30, 1996, an aggregate
principal amount of $100 million of Other Subordinated Indebtedness was
outstanding.
Old Chase Subordinated Securities consist of the following outstanding
subordinated securities assumed by the Company as a result of the merger of Old
Chase into the Company: (i) 7 1/2% Subordinated Notes Due 1997, (ii) 10%
Subordinated Notes Due 1999, (iii) 8% Subordinated Notes Due 1999, (iv) 7 3/4%
Subordinated Notes Due 1999, (v) 8.80% Subordinated Notes Due 2000, (vi) 9 3/8%
Subordinated Notes Due 2001, (vii) 9 3/4 Subordinated Notes Due 2001, (viii)
9.05% Subordinated Notes Due 2002, (ix) 8% Subordinated Notes Due 2002, (x)
7 1/2% Subordinated Notes Due 2003, (xi) Floating Rate
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Subordinated Notes Due 2003, (xii) Floating Rate Subordinated Notes Due 2003,
(xiii) 8% Subordinated Notes Due 2004, (xiv) 7 7/8% Subordinated Notes Due 2004,
(xv) 8% Subordinated Notes Due 2005, (xvi) 6 1/2% Subordinated Notes Due 2005,
(xvii) 6 1/4% Subordinated Notes Due 2006, (xviii) 6 3/4% Subordinated Notes Due
September 2008, (xix) 6 1/8% Subordinated Notes Due 2008, (xx) 6 1/2%
Subordinated Notes Due 2009, (xxi) Subordinated Medium-Term Notes, Series A and
C, (xxii) Floating Rate Subordinated Notes Due 1997, (xxiii) Floating Rate
Subordinated Notes Due 2000, and (xxiv) Floating Rate Subordinated Notes Due
2009. At September 30, 1996, an aggregate principal amount of approximately
$4.55 billion of Old Chase Subordinated Securities were outstanding.
MHC Subordinated Securities consist of the following outstanding
subordinated securities assumed by the Company as a result of the merger of
Manufacturers Hanover Corporation with and into the Company: (i) the Floating
Rate Subordinated Notes Due 1997 and (ii) the 8 1/2% Subordinated Capital Notes
Due 1999. At September 30, 1996, an aggregate principal amount of approximately
$243 million of MHC Subordinated Securities were outstanding.
The Company Subordinated Indenture provides that "Additional Senior
Obligations" shall mean all indebtedness of the Company, whether outstanding on
December 15, 1992 or thereafter created, assumed or incurred, for claims in
respect of derivative products such as interest and foreign exchange rate
contracts, commodity contracts and similar arrangements; provided, however, that
Additional Senior Obligations do not include claims in respect of Senior
Indebtedness or obligations which, by their terms, are expressly stated to be
not superior in right of payment to the Company Subordinated Securities or to
rank pari passu in right of payment with the Company Subordinated Securities.
For purposes of this definition, "claim" shall have the meaning assigned thereto
in Section 101(4) of the United States Bankruptcy Code of 1978, as amended and
in effect on December 15, 1992.
The Company Subordinated Securities (irrespective of whether such Company
Subordinated Securities are Antecedent or Post-Amendment Company Subordinated
Indebtedness) are subordinate in right of payment to all Senior Indebtedness. No
payment pursuant to the Company Subordinated Securities or exchange for Capital
Securities may be made, and no holder of the Company Subordinated Securities
shall be entitled to demand or receive any such payment or exchange, unless all
amounts of principal (and premium, if any) and interest, if any, then due with
respect to all Senior Indebtedness shall have been paid in full or duly provided
for, and unless at the time of such payment or exchange and immediately after
giving effect thereto, there shall not exist with respect to any such Senior
Indebtedness any event of default permitting the holders thereof to accelerate
the maturity thereof or any event which, with notice or lapse of time or both,
would become such an event of default. Such subordination will not prevent the
occurrence of any default in respect of the Company Subordinated Securities. See
"Defaults and Waiver Thereof" below for limitations on the rights of
acceleration. (Article Sixteen).
The Post-Amendment Company Subordinated Securities are subordinate in right
of payment to Senior Indebtedness as described above and, in certain
circumstances relating to the dissolution or winding-up of the Company, to
Additional Senior Obligations. Accordingly, upon any distribution of the assets
of the Company upon dissolution, winding-up, liquidation or reorganization, (i)
the holders of Senior Indebtedness will be entitled to receive payment in full
of principal (and premium, if any) and interest, if any, before any payment or
distribution is made on the Company Subordinated Securities, and (ii) if, after
giving effect to the operation of clause (i) above, (A) amounts remain available
for payment or distribution in respect of the Company Subordinated Securities
and (B) creditors in respect of Additional Senior Obligations have not received
payment in full of amounts due or to become due thereon or payment of such
amounts has not been duly provided for, then such amounts available for payment
or distribution in respect of the Post-Amendment Company Subordinated
Indebtedness shall first be applied to pay or provide for the payment in full of
all such Additional Senior Obligations before any payment may be made on the
Post-Amendment Company Subordinated Indebtedness.
The Antecedent Company Subordinated Indebtedness will not be subordinated
to indebtedness of the Company which is not Senior Indebtedness, the
Post-Amendment Company Subordinated Indebtedness will not be subordinated to
indebtedness of the Company which is not Senior Indebtedness or Additional
Senior
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Obligations, and the creditors of the Company who do not hold Senior
Indebtedness or Additional Senior Obligations will not benefit from the
subordination provisions described herein. In the event of the bankruptcy or
reorganization of the Company before or after maturity of the Company
Subordinated Securities (and prior to any exchange or conversion thereof), such
other creditors would rank pari passu in right of payment with holders of the
Company Subordinated Securities, subject, however, to the broad equity powers of
a Federal bankruptcy court pursuant to which such court may, among other things,
reclassify the claims of holders of any series of Company Subordinated
Securities into a class of claims having a different relative priority with
respect to the claims of such other creditors or any other claims against the
Company.
Summary of Subordination Provisions Relating to Company Subordinated
Securities. No series of subordinated debt securities of the Company,
including, without limitation, the Post-Amendment Company Subordinated
Indebtedness, the Antecedent Company Subordinated Indebtedness, the Old Chase
Subordinated Securities, the MHC Subordinated Securities and the Other
Subordinated Indebtedness, is subordinated to any other series of subordinated
debt securities of the Company. However, Antecedent Company Subordinated
Indebtedness is subordinated, by its terms, only to Senior Indebtedness;
Post-Amendment Company Subordinated Indebtedness and Other Subordinated
Indebtedness are subordinated, by their terms, to Senior Indebtedness and, in
certain circumstances relating to the dissolution, winding-up, liquidation or
reorganization of the Company, to Additional Senior Obligations; the MHC
Subordinated Securities are subordinated, by their terms, to Senior
Indebtedness, Additional Senior Obligations and all other obligations of the
Company to its creditors other than any obligation of the Company as is by its
terms expressly stated to be not superior in right of payment to or to rank pari
passu in right of payment with or junior to such MHC Subordinated Securities;
and Old Chase Subordinated Securities are subordinated by their terms, to Senior
Indebtedness, Additional Senior Obligations and all other obligations of the
Company to its creditors, except obligations ranking on a parity with or ranking
junior to such Old Chase Subordinated Securities. As a result of the differences
between the subordination provisions applicable to the Post-Amendment Company
Subordinated Indebtedness, the Antecedent Company Subordinated Indebtedness, the
MHC Subordinated Securities and Old Chase Subordinated Securities and the Other
Subordinated Indebtedness, in the event of a dissolution, winding-up,
liquidation or reorganization of the Company, the holders of Post-Amendment
Company Subordinated Indebtedness and Other Subordinated Indebtedness may
receive less, ratably, than the holders of Antecedent Company Subordinated
Indebtedness, but more, ratably, than the holders of MHC Subordinated Securities
and Old Chase Subordinated Securities.
Limitation on Disposition of Voting Stock of the Bank. With respect to
Post-Amendment Company Subordinated Indebtedness, the Company Subordinated
Indenture contains no covenant that the Company will not sell, transfer or
otherwise dispose of any shares of, or securities convertible into, or options,
warrants or rights to subscribe for or purchase shares of, voting stock of the
Bank, nor does it prohibit the Bank from issuing any shares of, securities
convertible into, or options, warrants or rights to subscribe for or purchase
shares of, voting stock of the Bank. However, the Company Subordinated Indenture
does contain a covenant by the Company, for the exclusive benefit of the
Antecedent Company Subordinated Indebtedness and subject to the provisions
described below under "Consolidation, Merger and Sale of Assets," that the
Company will not sell, transfer or otherwise dispose of any shares of, or
securities convertible into, or options, warrants or rights to subscribe for or
purchase shares of, voting stock of the Bank, nor will it permit the Bank to
issue any shares of, securities convertible into, or options, warrants or rights
to subscribe for or purchase shares of, voting stock of the Bank, with the
following exceptions: (i) issuances or sales of directors' qualifying shares;
(ii) issuances or sales of shares to the Company; (iii) sales or other
dispositions or issuances for fair market value, as determined by the Board of
Directors of the Company, if after giving effect to such sales, dispositions or
issuances and to the issuance of any shares issuable upon conversion of
convertible securities or upon the exercise of options, warrants or rights, the
Company would own directly or indirectly through subsidiaries not less than 80%
of the issued and outstanding shares of voting stock of the Bank; (iv) sales or
other dispositions or issuances made in compliance with an order or direction of
a court or regulatory authority of competent jurisdiction; and (v) sales of
voting stock by the Bank to its shareholders if such sales do not reduce the
percentage of shares of voting stock owned by the Company. (Section 5.07).
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Defaults and Waiver Thereof. The Company Subordinated Indenture defines an
Event of Default (i) with respect to Antecedent Company Subordinated
Indebtedness, as any one of certain events of bankruptcy, insolvency and
reorganization affecting the Company; (ii) with respect to Post-Amendment
Company Subordinated Indebtedness, any one of certain events of bankruptcy or
reorganization affecting the Company; and (iii) with respect to any Company
Subordinated Securities, any other Event of Default specifically provided for by
the terms of such series of Company Subordinated Securities, as may be described
below with respect to such series. (Section 7.01). In case an Event of Default
shall have occurred and be continuing with respect to any series of Company
Subordinated Securities then outstanding under the Company Subordinated
Indenture, the Company Subordinated Trustee or the holders of at least 25% in
aggregate principal amount of the Company Subordinated Securities of that series
which are then outstanding may declare the principal (or, in the case of
original issue discount Company Subordinated Securities, such lesser amount of
principal as may be provided therein) of all Company Subordinated Securities of
that series to be due and payable immediately in cash, but such declaration may
be annulled, and certain past defaults may be waived, by the holders of not less
than a majority in aggregate principal amount of the Company Subordinated
Securities of that series, upon the conditions provided in the Company
Subordinated Indenture. (Section 7.01). The right of the holders of the Company
Subordinated Securities of a series to demand payment in cash would exist upon
the occurrence and continuance of an Event of Default before or after the stated
maturity of the Company Subordinated Securities of such series, so long as the
Company Subordinated Securities of such series have not been exchanged or
converted as provided in the Company Subordinated Indenture. Any such right to
payment in cash would, in the event of the bankruptcy or reorganization of the
Company, be subject as to enforcement to the broad equity powers of a Federal
bankruptcy court and to the determination by that court of the nature and status
of the payment claims of the holders of the Company Subordinated Securities.
Prior to any declaration accelerating the maturity of the Company Subordinated
Securities of any series, the holders of a majority in aggregate principal
amount of the Company Subordinated Securities of that series at the time
outstanding may on behalf of the holders of all Company Subordinated Securities
of that series waive any past default or Event of Default and its consequences,
except a default in the payment of the principal of (or premium, if any) or
interest, if any, on the Company Subordinated Securities of that series.
(Section 7.07).
Unless otherwise provided in the terms of a series of Company Subordinated
Securities, there will be no right of acceleration of the payment of principal
of the Company Subordinated Securities of such series upon a default in the
payment of principal or interest or a default in the performance of any covenant
or agreement in the Company Subordinated Securities or the Company Subordinated
Indenture. In the event of a default in the payment of interest or principal
(including the delivery of any Capital Securities in exchange for Company
Subordinated Securities) or the performance of any covenant or agreement in the
Company Subordinated Securities or the Company Subordinated Indenture, the
Company Subordinated Trustee may, subject to certain limitations and conditions,
seek to enforce payment of such interest or principal (including the delivery of
any Capital Securities in exchange for Company Subordinated Securities) or the
performance of such covenant or agreement.
The Company Subordinated Indenture provides that the Company Subordinated
Trustee shall, within 90 days after the occurrence of a default with respect to
the Company Subordinated Securities of any series, give to the holders of the
Company Subordinated Securities of that series notice of all uncured defaults
known to it (the term "default" being defined to include the events specified
above without grace periods or notice), provided, that except in the case of an
Event of Default that relates to the bankruptcy or reorganization of the Company
or a default in payment of principal (or premium, if any) or interest, if any,
in respect of the Company Subordinated Securities of that series, or the
obligation to deliver Capital Securities in exchange for such Company
Subordinated Securities, the Company Subordinated Trustee shall be protected in
withholding such notice if and so long as the board of directors or trustees,
the executive committee or a trust committee of directors or responsible
officers or both, of the Company Subordinated Trustee, in good faith determines
that the withholding of such notice is in the interest of such holders. (Section
7.08). The Company will be required to furnish to the Company Subordinated
Trustee annually an officers' certificate as to the absence of defaults under
the Company Subordinated Indenture. (Section 5.06).
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Subject to the provisions of the Company Subordinated Indenture relating to
the duties of the Company Subordinated Trustee, the Company Subordinated Trustee
will be under no obligation to exercise any of its rights or powers under the
Company Subordinated Indenture at the request, order or direction of any of the
holders of the Company Subordinated Securities, unless such holders shall have
offered to the Company Subordinated Trustee reasonable security or indemnity.
Subject to such provision for security or indemnification, the holders of a
majority in principal amount of the Company Subordinated Securities of any
series then outstanding under the Company Subordinated Indenture will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to, or exercising any trust or power conferred on, the Company
Subordinated Trustee with respect to the Company Subordinated Securities of such
series. (Sections 7.07 and 8.02).
Modification of the Company Subordinated Indenture. The Company
Subordinated Indenture contains provisions permitting the Company and the
Company Subordinated Trustee, with the consent of the holders of not less than a
majority in principal amount of the Company Subordinated Securities at the time
outstanding of each series affected by such modification, to modify the Company
Subordinated Indenture or any supplemental indenture or the rights of the
holders of the Company Subordinated Securities, provided that no such
modification shall, without the consent of the holder of each Company
Subordinated Security affected thereby: (i) change the stated maturity date of
the principal of, or any installment of principal of or interest on, any such
Company Subordinated Security; (ii) reduce the principal amount of (or premium,
if any) or interest, if any, on any such Company Subordinated Security; (iii)
reduce the portion of the principal amount of an original issue discount Company
Subordinated Security payable upon acceleration of the maturity thereof; (iv)
reduce any amount payable upon redemption of any Company Subordinated Security;
(v) change the place or places where, or the coin or currency in which, any
Company Subordinated Security or any premium or the interest thereon is payable;
(vi) change the definition of "Market Value"; (vii) impair the right of any
holders of Company Subordinated Securities of any series to receive on any
Exchange Date for Company Subordinated Securities of such series Capital
Securities with a Market Value equal to that required by the terms of the
Company Subordinated Securities; (viii) impair the conversion rights of any
holders of Company Subordinated Securities of a series entitled to the
conversion rights set forth in Article Nineteen of the Company Subordinated
Indenture; (ix) impair the right of a holder to institute suit for the
enforcement of any payment on or with respect to any such Company Subordinated
Security (including any right of redemption at the option of the holder of such
Company Subordinated Security) or impair any rights to the delivery of Capital
Securities in exchange for any Company Subordinated Security or to require the
Company to sell Capital Securities in a Secondary Offering or to require the
delivery of Common Stock, Company Debt Securities or other property upon
conversion of Company Subordinated Securities; (x) reduce the above-stated
percentage of Company Subordinated Securities of any series the consent of the
holders of which is necessary to modify or amend the Company Subordinated
Indenture or reduce the percentage of Company Subordinated Securities of any
series the holders of which are required to waive any past default or Event of
Default; or (xi) modify the foregoing requirements. (Section 11.02).
The Company Subordinated Indenture permits the Company and the Company
Subordinated Trustee to amend the Company Subordinated Indenture in certain
circumstances without the consent of the holders of Company Subordinated
Securities to evidence the merger of the Company or the replacement of the
Company Subordinated Trustee, to effect modifications which do not affect any
series of Company Subordinated Securities already outstanding and for certain
other purposes. (Section 11.01).
Consolidation, Merger and Sale of Assets. The Company may not merge or
consolidate with any other corporation or sell or convey all or substantially
all of its assets as an entirety to any other corporation, unless (i) either the
Company shall be the continuing corporation or the successor corporation shall
expressly assume the payment of the principal of (including issuance and
delivery of Capital Securities) (and premium, if any) and interest, if any, on
the Company Subordinated Securities and the performance and observance of all
the covenants and conditions of the Company Subordinated Indenture binding upon
the Company, and (ii) the Company or such successor corporation shall not,
immediately after such merger or consolidation or such sale or conveyance, be in
default in the performance of any such covenant or condition. (Article Twelve).
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Outstanding Subordinated Securities. The Subordinated Indenture provides
that, in determining whether the holders of the requisite principal amount of
Outstanding Subordinated Securities have given any request, demand,
authorization, direction, notice, consent or waiver, the portion of the
principal amount of any Discounted Security that shall be deemed to be
outstanding for such purpose shall be that portion of the principal amount
thereof that would be due and payable as of the date of such determination upon
acceleration of the maturity thereof, and Subordinated Securities owned by the
Company, any of its affiliates or any other obligor upon the Subordinated
Securities shall not be deemed to be outstanding.
Set forth below are the principal terms of the Company Subordinated
Securities issued and outstanding as of the date of this Prospectus, with
respect to which offers and sales relating to secondary market transactions may
be made by direct or indirect wholly-owned subsidiaries of the Company.
TERMS AND PROVISIONS OF 10 3/8% SUBORDINATED NOTES DUE 1999
The 10 3/8% Subordinated Notes Due 1999 (the "10 3/8% 1999 Notes") are
limited to $100,000,000 aggregate principal amount and will mature on March 15,
1999. The 10 3/8% 1999 Notes are not redeemable prior to maturity and no sinking
fund is provided for the 10 3/8% 1999 Notes. The 10 3/8% 1999 Notes bear
interest from March 15, 1989, payable semiannually in arrears on each March 15
and September 15, commencing September 15, 1989 to the persons in whose names
the 10 3/8% 1999 Notes are registered at the close of business on the first day
of March or September preceding such March 15 or September 15. The happening of
one or more of the following events shall constitute an Event of Default with
respect to the 10 3/8% 1999 Notes: (i) default for 30 days in the payment of any
installment of interest on any 10 3/8% 1999 Note; (ii) default in the payment,
when due, of the principal of any 10 3/8% 1999 Note; (iii) default, for 60 days
after appropriate written notice, in the observance of performance of any other
covenants or agreements of the Company contained in the 10 3/8% 1999 Notes or in
the Company Subordinated Indenture for the benefit of the 10 3/8% 1999 Notes;
and (iv) certain events of bankruptcy, insolvency and reorganization affecting
the Company or the Bank.
TERMS AND PROVISIONS OF 9 3/4% SUBORDINATED CAPITAL NOTES DUE 1999
The 9 3/4% Subordinated Capital Notes Due 1999 (the "9 3/4% 1999 Notes")
are limited to $300,000,000 aggregate principal amount and will mature on June
15, 1999. The 9 3/4% 1999 Notes are not redeemable prior to maturity, except
upon the occurrence of certain events relating to the Federal income tax
treatment of the 9 3/4% 1999 Notes to the Company, and no sinking fund is
provided for the 9 3/4% 1999 Notes. The 9 3/4% 1999 Notes bear interest from
June 22, 1987, payable semiannually in arrears on each June 15 and December 15,
commencing December 15, 1987 to the persons in whose names the 9 3/4% 1999 Notes
are registered at the close of business on the first day of June or December
preceding such June 15 or December 15. At maturity, the 9 3/4% 1999 Notes will
be exchanged for Capital Securities having a Market Value equal to the principal
amount of the 9 3/4% 1999 Notes, except to the extent that the Company, at its
option, elects to pay in cash the principal amount of the 9 3/4% 1999 Notes, in
whole or in part, from amounts representing proceeds of other issuances of
Capital Securities which the Company has theretofore designated for such use
("Designated Proceeds"). The Company has Designated Proceeds sufficient to pay
the 9 3/4% 1999 Notes in cash at maturity.
TERMS AND PROVISIONS OF 10 1/8% SUBORDINATED CAPITAL NOTES DUE 2000
The 10 1/8% Subordinated Capital Notes Due 2002 (the "10 1/8% 2000 Notes")
are limited to $150,000,000 aggregate principal amount and will mature on
November 1, 2000. The 10 1/8% 2000 Notes are not subject to redemption prior to
maturity, except upon the occurrence of certain events relating to the Federal
income tax treatment of the 10 1/8% 2000 Notes to the Company, and no sinking
fund is provided for the 10 1/8% 2000 Notes. The 10 1/8% 2000 Notes bear
interest from November 1, 1988, payable semiannually in arrears on each May 1
and November 1, commencing May 1, 1989 to the persons in whose names the 10 1/8%
2000 Notes are registered at the close of business on the fifteenth day of April
or October preceding such May 1 or November 1. At maturity, the 10 1/8% 2000
Notes will be exchanged for Capital Securities having a Market Value equal to
the principal amount of the 10 1/8% 2000 Notes, except to the extent that the
Company, at its
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<PAGE> 51
option, elects to pay in cash the principal amount of the 10 1/8% 2000 Notes, in
whole or in part, from Designated Proceeds. The Company has Designated Proceeds
sufficient to pay the 10 1/8% 2000 Notes in cash at maturity.
TERMS AND PROVISIONS OF 8 1/2% SUBORDINATED NOTES DUE 2002
The 8 1/2% Subordinated Notes Due 2002 (the "8 1/2% 2002 Notes") are
limited to $200,000,000 aggregate principal amount and will mature on February
15, 2002. The 8 1/2% 2002 Notes are not redeemable prior to maturity and no
sinking fund is provided for the 8 1/2% 2002 Notes. The 8 1/2% 2002 Notes bear
interest from February 10, 1992, payable semiannually in arrears on each
February 15 and August 15, commencing August 15, 1992 to the persons in whose
names the 8 1/2% 2002 Notes are registered at the close of business on the first
day of February or August preceding such February 15 or August 15. The happening
of one or more of the following events shall constitute an Event of Default with
respect to the 8 1/2% 2002 Notes: (i) default for 30 days in the payment of any
installment of interest on any 8 1/2% 2002 Note; (ii) default in the payment,
when due, of the principal of any 8 1/2% 2002 Note; (iii) default, for 60 days
after appropriate written notice, in the observance or performance of any other
covenants or agreements of the Company contained in the 8 1/2% 2002 Notes; and
(iv) certain events of bankruptcy, insolvency and reorganization affecting the
Company or the Bank.
TERMS AND PROVISIONS OF 8 5/8% SUBORDINATED DEBENTURES DUE 2002
The 8 5/8% Subordinated Notes Due 2002 (the "8 5/8% 2002 Notes") are
limited to $150,000,000 aggregate principal amount and will mature on May 1,
2002. The 8 5/8% 2002 Notes are not redeemable prior to maturity and no sinking
fund is provided for the 8 5/8% 2002 Notes. The 8 5/8% 2002 Notes bear interest
from May 1, 1992, payable semiannually in arrears on each May 1 and November 1,
commencing November 1, 1992 to the persons in whose names the 8 5/8% 2002 Notes
are registered at the close of business on the fifteenth day of April or October
preceding such May 1 or November 1.
TERMS AND PROVISIONS OF 8 1/8% SUBORDINATED NOTES DUE JUNE 15, 2002
The 8 1/8% Subordinated Notes Due June 15, 2002 (the "8 1/8% June 15, 2002
Notes") are limited to $100,000,000 aggregate principal amount and will mature
on June 15, 2002. The 8 1/8% June 15, 2002 Notes are not redeemable prior to
maturity and no sinking fund is provided for the 8 1/8% June 15, 2002 Notes. The
8 1/8% June 15, 2002 Notes bear interest from June 15, 1992, payable
semiannually in arrears on each June 15 and December 15, commencing December 15,
1992 to the persons in whose names the 8 1/8% June 15, 2002 Notes are registered
at the close of business on the first day of June or December preceding such
June 15 or December 15.
TERMS AND PROVISIONS OF 7 5/8% SUBORDINATED NOTES DUE 2003
The 7 5/8% Subordinated Notes Due 2003 (the "7 5/8% 2003 Notes") are
limited to $200,000,000 aggregate principal amount and will mature on January
15, 2003. The 7 5/8% 2003 Notes are not redeemable prior to maturity and no
sinking fund is provided for the 7 5/8% 2003 Notes. The 7 5/8% 2003 Notes bear
interest from January 22, 1993, payable semiannually in arrears on each January
15 and July 15, commencing July 15, 1993 to the persons in whose names the
7 5/8% 2003 Notes are registered at the close of business on the first day of
January or July preceding such January 15 or July 15.
TERMS AND PROVISIONS OF 7 1/8% SUBORDINATED DEBENTURES DUE 2005
The 7 1/8% Subordinated Debentures Due 2005 (the "7 1/8% 2005 Debentures")
are limited to $200,000,000 aggregate principal amount and will mature on March
1, 2005. The 7 1/8% 2005 Debentures are not redeemable prior to maturity and no
sinking fund is provided for the 7 1/8% 2005 Debentures. The 7 1/8% 2005
Debentures bear interest from March 1, 1993, payable semiannually in arrears on
each March 1 and September 1, commencing September 1, 1993 to the persons in
whose names the 7 1/8% 2005 Debentures
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are registered at the close of business on the fifteenth day of February or
August preceding such March 1 or September 1.
TERMS AND PROVISIONS OF 7 7/8% SUBORDINATED DEBENTURES DUE 2006
The 7 7/8% Subordinated Debentures Due 2006 (the "7 7/8% 2006 Debentures")
are limited to $150,000,000 aggregate principal amount and will mature on July
15, 2006. The 7 7/8% 2006 Debentures are not redeemable prior to maturity and no
sinking fund is provided for the 7 7/8% 2006 Debentures. The 7 7/8% 2006
Debentures bear interest from July 27, 1994, payable semiannually in arrears on
each January 15 and July 15, commencing January 15, 1995 to the persons in whose
names the 7 7/8% 2006 Debentures are registered at the close of business on the
first day of January or July preceding such January 15 or July 15.
TERMS AND PROVISIONS OF 6 1/2% SUBORDINATED DEBENTURES DUE 2009
The 6 1/2% Subordinated Debentures Due 2009 (the "6 1/2% 2009 Debentures")
are limited to $200,000,000 aggregate principal amount and will mature on
January 15, 2009. The 6 1/2% 2009 Debentures are not redeemable prior to
maturity and no sinking fund is provided for the 6 1/2% 2009 Debentures. The
6 1/2% 2009 Debentures bear interest from January 25, 1994, payable semiannually
in arrears on each January 15 and July 15, commencing July 15, 1994, to the
persons in whose names the 6 1/2% 2009 Debentures are registered at the close of
business on the first day of January or July preceding such January 15 or July
15.
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES A
Set forth below is a table indicating the issuance dates and the maturity
dates of the $65,000,000 aggregate principal amount of Subordinated Medium-Term
Notes, Series A (the "Subordinated Series A Notes") issued and outstanding as of
the date of this Prospectus. The Subordinated Series A Notes are not subject to
any sinking fund and are not subject to redemption or repayment prior to
maturity. The Subordinated Series A Notes have either (a) fixed interest rates
or (b) floating interest rates which are determined, and adjusted periodically,
by reference to an interest rate basis or formula.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
- ------------------------- ----------- ------------------------- ----------------------------
<S> <C> <C> <C>
April 5, 1995............ $15,000,000 April 5, 2005............ 10%; converts to LIBOR reset
semiannually in 1999 but in
no event shall the rate be
less than 3%
May 24, 1995............. $15,000,000 May 24, 2002............. 7.11%
May 25, 1995............. $25,000,000 May 25, 2007............. 7.73%
June 15, 1995............ $10,000,000 June 15, 2010............ 7.25%
</TABLE>
TERMS AND PROVISIONS OF SUBORDINATED SENIOR MEDIUM-TERM NOTES, SERIES B
Set forth below is a table indicating the issuance dates and the maturity
dates of the $207,250,000 aggregate principal amount of Subordinated Medium-Term
Notes, Series B (the "Subordinated Series B Notes") issued and outstanding as of
the date of this Prospectus. The Subordinated Series B Notes are not subject to
any sinking fund and are not redeemable prior to their stated maturity. The
Subordinated Series B Notes have either (a) fixed interest rates or (b) floating
interest rates which are reset periodically, by reference to an interest rate
basis or formula.
20
<PAGE> 53
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
- ------------------------------ ---------- ------------------------------ ------------
<S> <C> <C> <C>
March 31, 1995................ $ 1,250,000 August 30, 2004............... Zero Coupon
April 7, 1995................. $ 3,000,000 April 7, 2002................. Zero Coupon
April 28, 1995................ $ 8,500,000 May 16, 2005.................. 7.60%
May 5, 1995................... $ 8,000,000 May 15, 2005.................. 7.60%
May 12, 1995.................. $ 4,750,000 May 16, 2005.................. 7.60%
May 17, 1995.................. $25,000,000 May 17, 2005.................. 7.50%
May 19, 1995.................. $ 3,000,000 June 15, 2005................. 7.25%
May 25, 1995.................. $50,000,000 May 15, 2010.................. 7.50%
May 26, 1995.................. $ 1,250,000 June 15, 2005................. 7.15%
June 2, 1995.................. $ 2,500,000 June 15, 2005................. 7.15%
June 30, 1995................. $15,000,000 June 15, 2007................. 7.05%
July 28, 1995................. $25,000,000 July 15, 2010................. 7.58%
August 1, 1995................ $15,000,000 August 15, 2005............... 7.125%
August 25, 1995............... $15,000,000 August 25, 2010............... 7.35%
November 16, 1995............. $20,000,000 November 16, 2010............. 7.00%
November 24, 1995............. $10,000,000 November 24, 2010............. 7.10%
</TABLE>
PERMANENT GLOBAL COMPANY DEBT SECURITIES
Certain series of the Company Debt Securities were issued in permanent
global form. See "Permanent Global Debt Securities" for a discussion of the
rights of beneficial owner of interest in permanent global debt securities.
INFORMATION CONCERNING THE TRUSTEES
The Company, the Bank and certain other subsidiaries of the Company
maintain deposits with, and conduct other banking transactions with, the
trustees under each of the Company Indentures in the ordinary course of
business. First Trust of New York, National Association, is trustee under the
MHC Senior Indenture.
21
<PAGE> 54
DESCRIPTION OF OLD CHASE DEBT SECURITIES
The statements under this caption are brief summaries of certain provisions
contained in the Old Chase Indentures (as defined below), do not purport to be
complete and are qualified in their entirety by reference to such Old Chase
Indentures, copies of which are exhibits to the Registration Statement of which
this Prospectus is a part. Whenever capitalized terms are used but not defined
herein, such terms shall have the meanings assigned to them in the applicable
Old Chase Indenture, it being intended that such defined terms shall be
incorporated herein by reference.
GENERAL
The Old Chase Senior Securities have been issued under an Indenture, dated
as of July 1, 1986, between the Old Chase and Bankers Trust Company, as Trustee
(the "Old Chase Senior Trustee"), as amended (the "Old Chase Senior Indenture").
The Old Chase Subordinated Securities have been issued under an Indenture, dated
as of May 1, 1987, between the Old Chase and First Trust of New York, National
Association, as Trustee (the "Old Chase Subordinated Trustee "), as amended (the
"Old Chase Subordinated Indenture"). The Old Chase Senior Indenture and the Old
Chase Subordinated Indenture shall be collectively called the "Old Chase
Indentures." As a result of the merger of Old Chase with and into the Company,
the Company has assumed the obligations and liabilities of Old Chase including
the Old Chase Indentures and the Old Chase Debt Securities.
Since the Company is a holding company, the right of the Company to
participate in any distribution of assets of any subsidiary, including the Bank,
Chase USA and Texas Commerce, upon such subsidiary's liquidation or
reorganization or otherwise (and thus the ability of holders of the Old Chase
Debt Securities to benefit indirectly from such distribution), is subject to the
prior claims of creditors of that subsidiary, except to the extent that the
Company may itself be recognized as a creditor of that subsidiary. Claims on the
Company's subsidiaries by creditors other than the Company include long-term
debt and substantial obligations with respect to deposit liabilities, Federal
funds purchased, securities sold under repurchase agreements, commercial paper
and other short-term borrowings.
The Old Chase Debt Securities have been issued in fully registered form
only and may be transferred, combined or split up into authorized denominations
without payment of any charge other than stamp taxes or other governmental
charges. None of the Old Chase Indentures contain any restriction on the
Company's ability to enter into a highly leveraged transaction or any provision
affording special protection to holders of Old Chase Debt Securities in the
event the Company engages in a highly leveraged transaction. Further, none of
the Old Chase Indentures contain any provisions that would provide protection to
holders of Old Chase Debt Securities upon a sudden and dramatic decline in the
credit quality of the Company resulting from a takeover, recapitalization or
similar restructuring of the Company.
OLD CHASE SENIOR SECURITIES
The Old Chase Senior Securities are direct, unsecured obligations of the
Company and constitute Senior Indebtedness issued on a parity with the other
Senior Indebtedness of the Company. See "Description of Company Debt
Securities -- Company Subordinated Securities" above.
Limitation on Disposition of Voting Stock of the Bank. The Old Chase
Senior Indenture contains a covenant by Company that, so long as any securities
issued under the Old Chase Senior Indenture are outstanding, the Company will
not create a security interest in more than 20% of the shares of voting stock of
the Bank, or permit more than 20% of such shares (exclusive of directors'
qualifying shares) to be held directly or indirectly other than (i) by the
Company or (ii) by any corporation which is wholly-owned (except for directors'
qualifying shares) by the Company.
Defaults and Waiver Thereof. The Old Chase Senior Indenture contains a
covenant that provides that one or more of the following events shall constitute
an Event of Default with respect to the Old Chase Senior Securities of any
series: (i) default in the payment of interest on any Old Chase Senior
Securities of such series for a period of 30 days; (ii) default in the payment
of the principal of (or premium, if any, on) any Old
22
<PAGE> 55
Chase Senior Securities of such series; (iii) default in performance, or breach,
of any covenant or warranty of the Company contained in the Old Chase Senior
Indenture for the benefit of Old Chase Senior Securities of such series for a
period of 60 days after notice has been given to the Company; (iv) certain
events of insolvency of the Company; and (v) any other Event of Default
specifically provided for by the terms of the Old Chase Senior Securities of
such series. In case an Event of Default shall have occurred and be continuing
with respect to the Old Chase Senior Securities of any series, the Old Chase
Senior Trustee or the holders of not less than 25% in principal amount of the
Old Chase Senior Securities of such series then outstanding may declare the
principal of the Old Chase Senior Securities of such series (or, if the Old
Chase Senior Securities of such series were issued as discounted Old Chase
Senior Securities, such portion of the principal as may be specified in the
terms of that series) to be due and payable immediately, but such declaration
may be annulled, and certain past defaults waived, by the holders of not less
than a majority in principal amount of the Old Chase Senior Securities of such
series, upon the conditions provided in the Indenture.
The Old Chase Senior Indenture provides that, subject to the duty of the
Old Chase Senior Trustee during a default to act with the required standard of
care, the Old Chase Senior Trustee will be under no obligation to exercise any
of its rights or powers under the Old Chase Senior Indenture at the request or
direction of any of the holders, unless such holders shall have offered to the
Old Chase Senior Trustee reasonable indemnity. Subject to such provisions for
the indemnification of the Old Chase Senior Trustee and certain other
conditions, the holders of a majority in principal amount of the outstanding
securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Old Chase
Senior Trustee, or exercising any trust or power conferred on the Old Chase
Senior Trustee, with respect to the Old Chase Senior Securities of that series.
Meetings, Modification and Waiver. Modifications and amendments of the Old
Chase Senior Indenture may be made by the Company and the Old Chase Senior
Trustee with the consent of the holders of not less than 66 2/3% in principal
amount of the outstanding securities of each series affected by such
modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the holder of each outstanding security
affected thereby, (a) change the stated maturity of the principal of, or any
installment of principal of or interest on, any Old Chase Senior Security, (b)
reduce the principal amount of any Old Chase Senior Security or change the rate
of interest or the method of calculation of interest thereon (except as provided
in the Old Chase Senior Indenture or in such Old Chase Senior Security), or any
premium payable upon the redemption thereof, (c) change any obligation of the
Company to pay additional amounts pursuant to the Old Chase Senior Indenture,
(d) reduce the amount of principal of an original issue discount security
payable upon acceleration of the maturity thereof, (e) adversely affect the
right of repayment, if any, at the option of the holder thereof, (f) change the
coin or currency in which, any Old Chase Senior Security or any premium or any
interest thereon is payable, (g) impair the right to institute suit for the
enforcement of any payment on or with respect to any Old Chase Senior Security,
(h) reduce the percentage in principal amount of outstanding securities of any
series, the consent of whose holders is required for modification or amendment
of the Old Chase Senior Indenture or for waiver of compliance with certain
provisions of the Old Chase Senior Indenture or for waiver of certain defaults,
(i) change any obligation of the Company to maintain an office or agency in the
Borough of Manhattan, The City of New York, or any obligation of the Company to
maintain an office or agency outside the United States pursuant to the Old Chase
Senior Indenture, or (j) modify certain provisions of the Old Chase Senior
Indenture requiring consent of specified percentages of holders except to
increase any such percentage.
Set forth below are the principal terms of the Old Chase Senior Securities
issued and outstanding as of the date of this Prospectus, with respect to which
offers and sales relating to secondary market transactions may be made by direct
or indirect wholly-owned subsidiaries of the Company.
TERMS AND PROVISIONS OF 7 7/8% NOTES DUE 1997
The 7 7/8% Notes Due January 15, 1997 (the "7 7/8% January 15, 1997 Notes")
are limited to $250,000,000 aggregate principal amount and will mature on July
15, 1997. The 7 7/8% January 15, 1997 Notes are not redeemable prior to maturity
and no sinking fund is provided for in the 7 7/8% July 15, 1997 Notes. The
7 7/8% July 15, 1997 Notes bear interest from January 14, 1987 payable January
15 and July 15, commencing
23
<PAGE> 56
July 15, 1987 to the persons in whose names the 7 7/8% January 15, 1997 Notes
are registered at the close of business on the first day of January and July
preceding such January 15 or July 15.
TERMS AND PROVISIONS OF 5 1/2% NOTES DUE 2001
The 5 1/2% Notes Due February 15, 2001 (the "5 1/2% February 15, 2001
Notes") are limited to $200,000,000 aggregate principal amount and will mature
on July 15, 2001. The 5 1/2% February 15, 2001 Notes are not redeemable prior to
maturity and no sinking fund is provided for in the 5 1/2% February 15, 2001
Notes. The 5 1/2% February 15, 2001 Notes bear interest from February 12, 1996
payable February 15 and August 15, commencing August 15, 1996 to persons in
whose names the 5 1/2% February 15, 2001 Notes are registered at the close of
business on the first day of January and July preceding such February 15 and
August 15.
TERMS AND PROVISIONS OF OLD CHASE SENIOR MEDIUM-TERM NOTES, SERIES A
Set forth below is a table indicating the issuance dates and the maturity
dates of the $151,000,000 aggregate principal amount of Old Chase Senior
Medium-Term Notes, Series A (the "Old Chase Senior Series A Notes") issued and
outstanding as of the date of this Prospectus. The Old Chase Senior Series A
Notes have either (a) fixed interest rates or (b) floating interest rates which
are determined, and adjusted periodically, by returning to an interest rate
basis or formula.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
- ----------------------------------- ----------- ----------------------------------- -----
<S> <C> <C> <C>
February 3, 1992................... $10,000,000 February 3, 1997................... 8.15%
February 4, 1992................... 100,000,000 February 4, 1997................... 8.00%
March 16, 1992..................... 25,000,000 March 17, 1997..................... 8.31%
April 30, 1992..................... 5,000,000 April 30, 1997..................... 8.00%
May 5, 1992........................ 1,000,000 May 6, 1997........................ 8.14%
May 5, 1992........................ 10,000,000 May 5, 1997........................ 8.15%
</TABLE>
TERMS AND PROVISIONS OF OLD CHASE SENIOR MEDIUM-TERM NOTES, SERIES B
Set forth below is a table indicating the issuance dates and the maturity
dates of the $224,995,000 aggregate principal amount of Old Chase Senior
Medium-Term Notes, Series B (the "Old Chase Senior Series B Notes") issued and
outstanding as of the date of this Prospectus. The Old Chase Senior Series B
Notes have either (a) fixed interest rates or (b) floating interest rates which
are determined, and adjusted periodically, by reference to an interest rate
basis or formula.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
- ------------------------- ---------- ------------------------- ----
<S> <C> <C> <C>
March 29, 1996........... $49,995,000 March 29, 2006........... 6.850%
March 29, 1996........... 50,000,000 March 29, 2001........... 6.430%
March 28, 1996........... 50,000,000 March 27, 1998........... LIBOR reset quarterly +.04%
March 28, 1996........... 50,000,000 March 29, 2001........... 6.450%
March 29, 1996........... 25,000,000 March 29, 2001........... 6.430%
</TABLE>
TERMS AND PROVISIONS OF OLD CHASE SENIOR MEDIUM-TERM NOTES, SERIES C
Set forth below is a table indicating the issuance date and the maturity
dates of the $25,000,000 aggregate principal amount of Old Chase Senior
Medium-Term Notes, Series C (the "Old Chase Senior Series C Notes") issued and
outstanding as of the date of this Prospectus. The Old Chase Senior Series C
Notes have
24
<PAGE> 57
either (a) fixed interest rates or (b) floating interest rates which are
determined, and adjusted periodically, by reference to an interest rate basis or
formula.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
- ----------------------------------- ---------- ----------------------------------- -----
<S> <C> <C> <C>
March 29, 1996..................... $25,000,000 March 29, 2001..................... 6.50%
</TABLE>
OLD CHASE SUBORDINATED SECURITIES
Old Chase Subordinated Securities are unsecured debt obligations of the
Company. Payment of the principal of the Old Chase Subordinated Securities is
subject to acceleration only in the event of bankruptcy, insolvency or
reorganization of the Company. The provisions of the Old Chase Subordinated
Indenture do not restrict the ability of the Company to incur additional Old
Chase Senior Indebtedness (as defined below) from time to time.
Subordination. The Old Chase Subordinated Securities are subordinated, by
their terms, to Senior Indebtedness, Additional Senior Obligations and all other
obligations of the Company to its creditors other than the Old Chase
Subordinated Securities, except obligations ranking on a parity with or ranking
junior to such Old Chase Subordinated Securities (collectively, "Old Chase
Senior Indebtedness").
No payment pursuant to the Old Chase Subordinated Securities may be made,
and no holder of Old Chase Subordinated Securities shall be entitled to demand
or receive any such payment unless all amounts of principal, premium, if any,
and interest then due on all Old Chase Senior Indebtedness shall have been paid
in full.
Upon any distribution of the assets of the Company upon dissolution,
winding-up, liquidation or reorganization, the holders of Old Chase Senior
Indebtedness will be entitled to receive payment in full of principal, premium,
if any, and interest before any payment is made on the Old Chase Subordinated
Securities. By reason of such subordination, in the event of the insolvency of
the Company, holders of Old Chase Senior Indebtedness may receive more ratably,
and holders of Old Chase Subordinated Securities may receive less ratably, than
other creditors of the Company, including holders of Company Subordinated
Securities. See "Description of Company Debt Securities -- Company Subordinated
Securities".
The Old Chase Subordinated Securities will not be subordinated to
indebtedness of the Company which is not Old Chase Senior Indebtedness, and the
creditors of the Company who do hold Old Chase Senior Indebtedness will not
benefit from the subordination provisions described herein. In the event of the
bankruptcy or reorganization of the Company, such other creditors would rank
pari passu in right of payment with holders of the Old Chase Subordinated
Securities, subject, however, to the broad equity powers of a Federal bankruptcy
court pursuant to which such court may, among other things, reclassify the
claims of holders of any series of Old Chase Subordinated Securities into a
class of claims having a different relative priority with respect to the claims
of such other creditors or any other claims against the Company.
Defaults and Waiver Thereof. The Old Chase Subordinated Indenture defines
an Event of Default with respect to Old Chase Subordinated Securities of any
series as certain events involving the bankruptcy, insolvency or reorganization
of the Company and such other events as may be established for any series of Old
Chase Subordinated Securities. If an Event of Default with respect to Old Chase
Subordinated Securities of any series at the time outstanding occurs and is
continuing, either the Old Chase Subordinated Trustee or the holders of not less
than 25% in aggregate principal amount of the outstanding Old Chase Subordinated
Securities of that series, by notice as provided in the Old Chase Subordinated
Indenture, may declare the principal amount (or, if the Old Chase Subordinated
Securities of that series are original issue discount Old Chase Subordinated
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Old Chase Subordinated Securities of that
series to be due and payable immediately in cash. The foregoing provision would
be subject as to enforcement to the broad equity powers of a federal bankruptcy
court and to the determination by that court of the nature of the rights of the
holders of the Old Chase Subordinated Securities of such series. At any time
after a declaration of acceleration with respect to Old Chase Subordinated
Securities of any series has been made, but before a judgment or decree for
payment of
25
<PAGE> 58
the money due has been obtained by the Old Chase Subordinated Trustee, the
holders of a majority aggregate principal amount of the outstanding Old Chase
Subordinated Securities of that series may, under certain circumstances, rescind
and annul such declaration.
The Old Chase Subordinated Indenture provides that, subject to the duty of
the Old Chase Subordinated Trustee during the continuance of an Event of Default
to act with the required standard of care, the Old Chase Subordinated Trustee
will be under no obligation to exercise any of its rights or powers under the
Old Chase Subordinated Indenture at the request or direction of any of the
holders of the Old Chase Subordinated Securities of any series, unless such
holders shall have offered to the Old Chase Subordinated Trustee reasonable
indemnity. Subject to such provisions for the indemnification of the
Subordinated Trustee, the holders of a majority in aggregate principal amount of
the outstanding Old Chase Subordinated Securities of any series will have the
right to direct the time, method and place of conduct any proceeding for any
remedy available to the Old Chase Subordinated Trustee, or exercising any trust
or power conferred on the Old Chase Subordinated Trustee, with respect to the
Old Chase Subordinated Securities of such series.
The Old Chase Subordinated Indenture provides that notwithstanding any
other provision of the Old Chase Subordinated Indenture, each holder of Old
Chase Subordinated Securities of any series shall have the right to institute
suit for the enforcement of any payment (including any delivery of capital
securities to be exchanged for such Old Chase Subordinated Securities) of
principal of (and premium if any) and interest, if any, on such Old Chase
Subordinated Securities on the respective stated maturity dates expressed in
such Old Chase Subordinated Securities or on the exchange date or the redemption
date thereof, as the case may be, and that such right shall not be impaired
without the consent of such holder.
The holders of not less than a majority in principal amount of the
outstanding Old Chase Subordinated Securities of any series may, on behalf of
the holders of all Old Chase Subordinated Securities of such series, waive any
past default under the Old Chase Subordinated Indenture with respect to Old
Chase Subordinated Securities of such series and its consequences, except a
default (i) in the payment (including any obligation to exchange capital
securities for Old Chase Subordinated Securities of such series) of principal of
(or premium, if any) or interest, if any, on any Old Chase Subordinated Security
of such series, or (ii) in respect of a covenant or provision of the Old Chase
Subordinated Indenture which cannot be modified or amended without the consent
of the holder of each outstanding Old Chase Subordinated Security of such series
affected thereby.
The Company is required to file annually with the Old Chase Subordinated
Trustee a written statement of officers as to the existence or non-existence of
defaults.
Modification of the Old Chase Subordinated Indenture. The Old Chase
Subordinated Indenture provides that, with the consent of the holders of not
less than 66 2/3% in principal amount of the outstanding Old Chase Subordinated
Securities of each series affected thereby, modifications and alterations of the
Old Chase Subordinated Indenture may be made which affect the rights of the
holders of the Old Chase Subordinated Securities of such series, but no such
modification or alteration may be made without the consent of the holder of each
Old Chase Subordinated Security affected thereby which would (i) change the
fixed maturity of the principal of, or any instalment of principal of or
interest on, any Old Chase Subordinated Security, or reduce the principal amount
thereof or change the rate or rates (or the method of ascertaining the rate or
rates) of interest thereon (except as provided in the Old Chase Subordinated
Indenture or in the Old Chase Subordinated Securities of such series) or any
premium payable upon the redemption thereof, or reduce the portion of the
principal amount of any original issue discount Old Chase Subordinated Security
payable upon acceleration of the maturity thereof, or change any place where, or
the coin or currency in which, the principal amount of any Old Chase
Subordinated Security or any premium or interest thereon is payable, or impair
any right to institute suit for the enforcement of any right to receive payment
of the principal of (and premium, if any) and interest, if any, on such Old
Chase Subordinated Security on the respective stated maturity dates expressed in
such Old Chase Subordinated Security (or, in the case of redemption, on the
redemption date), or, if applicable to have delivered capital securities to be
exchanged for such Old Chase Subordinated Security and to have such capital
securities sold in a secondary offering to the extent provided in such Old Chase
Subordinated Security and in the Old Chase Subordinated Indenture, or modify the
provisions of the Old
26
<PAGE> 59
Chase Subordinated Indenture with respect to the subordination of the Old Chase
Subordinated Securities of such series in a manner adverse to the holders, or
(ii) reduce the above-stated percentage in principal amount of outstanding Old
Chase Subordinated Securities of such series required to modify or alter the Old
Chase Subordinated Indenture, or (iii) impair the right of any holder of Old
Chase Subordinated Securities of such series, subject to the provisions of the
Old Chase Subordinated Indenture and of Old Chase Subordinated Securities of
such series, to receive on any exchange date for Old Chase Subordinated
Securities of such series capital securities with a market value equal to the
amount established with respect to the securities of such series held by such
holder.
Set forth below are the principal terms of the Old Chase Securities issued
and outstanding as of the date of this Prospectus, with respect to which offers
and sales relating to secondary market transactions may be made by direct or
indirect wholly-owned subsidiaries of the Company.
TERMS AND PROVISIONS OF 7 1/2% SUBORDINATED NOTES DUE 1997
The 7 1/2% Subordinated Notes Due December 1, 1997 (the "7 1/2% December 1,
1997 Notes") are limited to $200,000,000 aggregate principal amount and will
mature on December 1, 1997. The 7 1/2% December 1, 1997 Notes are not redeemable
and no sinking fund is provided for the 7 1/2% December 1, 1997 Notes. The
7 1/2% December 1, 1997 Notes bear interest from November 19, 1992, payable
semi-annually in arrears on each June 1 and December 1, commencing June 1, 1993
to the persons in whose names the 7 1/2% December 1, 1997 Notes are registered
at the close of business on the fifteenth day of May or November preceding such
June 1 and December 1.
TERMS AND PROVISIONS OF 10% SUBORDINATED NOTES DUE 1999
The 10% Subordinated Notes Due June 15, 1999 (the "10% June 15, 1999
Notes") are limited to $275,000,000 aggregate principal amount and will mature
on June 15, 1999. The 10% June 15, 1999 Notes are not redeemable and no sinking
fund is provided for the 10% June 15, 1999 Notes. The 10% June 15, 1999 Notes
bear interest from June 15, 1987, payable semiannually in arrears on each June
15 and December 15, commencing December 15, 1987, to the persons in whose names
the 10% June 15, 1999 Notes are registered at the close of business on the first
day of June or December preceding such June 15 and December 15.
TERMS AND PROVISIONS OF 8% SUBORDINATED NOTES DUE 1999
The 8% Subordinated Notes Due June 15, 1999 (the "8% June 15, 1999 Notes")
are limited to $200,000,000 aggregate principal amount and will mature on June
15, 1999. The 8% June 15, 1999 Notes are not redeemable and no sinking fund is
provided for the 8% June 15, 1999 Notes. The 8% June 15, 1999 Notes bear
interest from June 24, 1992 payable semi-annually in arrears on each June 15 and
December 15, commencing December 15, 1992 to the persons in whose names the 8%
June 15, 1999 Notes are registered at the close of business on the first day of
June or December preceding such June 15 and December 15.
TERMS AND PROVISIONS OF 7 3/4% SUBORDINATED NOTES DUE NOVEMBER 1, 1999
The 7 3/4% Subordinated Notes Due November 1, 1999 (the "7 3/4% November 1,
1999 Notes") are limited to $200,000,000 aggregate principal amount and will
mature on November 1, 1999. The 7 3/4% November 1, 1999 Notes are not redeemable
and no sinking fund is provided for the 7 3/4% November 1, 1999 Notes. The
7 3/4% November 1, 1999 Notes bear interest from November 1, 1992 payable
semi-annually in arrears on each May 1 and November 1, commencing May 1, 1993 to
the persons in whose names the 7 3/4% November 1, 1999 Notes are registered at
the close of business on the fifteenth day of April or October preceding such
May 1 and November 1.
TERMS AND PROVISIONS OF 8.80% SUBORDINATED NOTES DUE FEBRUARY 1, 2000
The 8.80% Subordinated Notes Due February 1, 2000 (the "8.80% February 1,
2000 Notes") are limited to $150,000,000 aggregate principal amount and will
mature on February 1, 2000. The 8.80% February 1, 2000 Notes are redeemable on
any interest payment date after February 1, 1997 at a redemption price equal to
the
27
<PAGE> 60
principal amount and unpaid interest on the notes redeemed. No sinking fund is
provided for the 8.80% February 1, 2000 Notes. The 8.80% February 1, 2000 Notes
bear interest from January 24, 1995 payable semi-annually in arrears on each
February 1 and August 1, commencing August 1, 1995 to the persons in whose names
the 8.80% February 1, 2000 Notes are registered at the close of business on the
fifteenth day of January or July preceding such February 1 and August 1.
TERMS AND PROVISIONS OF 9 3/8% SUBORDINATED NOTES DUE JULY 1, 2001
The 9 3/8% Subordinated Notes Due July 1, 2001 (the "9 3/8% July 1, 2001
Notes") are limited to $200,000,000 aggregate principal amount and will mature
on July 1, 2001. The 9 3/8% July 1, 2001 Notes are not redeemable and no sinking
fund is provided for the 9 3/8% July 1, 2001 Notes. The 9 3/8% July 1, 2001
Notes bear interest from July 13, 1989 payable semi-annually in arrears on each
January 1 and July 1, commencing January 1, 1990 to the persons in whose names
the 9 3/8% July 1, 2001 Notes are registered at the close of business on the
fifteenth day of December or June preceding such January 1 and July 1.
TERMS AND PROVISIONS OF 9 3/4% SUBORDINATED NOTES DUE NOVEMBER 1, 2001
The 9 3/4% Subordinated Notes Due November 1, 2001 (the "9 3/4% November 1,
2001 Notes") are limited to $150,000,000 aggregate principal amount and will
mature on November 1, 2001. The 9 3/4% November 1, 2001 Notes are not redeemable
and no sinking fund is provided for the 9 3/4% November 1, 2001 Notes. The
9 3/4% November 1, 2001 Notes bear interest from March 1, 1991 payable
semi-annually in arrears on each May 1 and November 1, commencing May 1, 1992 to
the persons in whose names the 9 3/4% November 1, 2001 Notes are registered at
the close of business on the fifteenth day of April or October preceding such
May 1 and November 1.
TERMS AND PROVISIONS OF 9.05% SUBORDINATED NOTES DUE FEBRUARY 1, 2002
The 9.05% Subordinated Notes Due February 1, 2002 (the "9.05% February 1,
2002 Notes") are limited to $100,000,000 aggregate principal amount and will
mature on February 1, 2002. The 9.05% February 1, 2002 Notes are redeemable on
any interest payment date after February 1, 1997 at a redemption price equal to
the principal amount and unpaid interest on the notes redeemed. No sinking fund
is provided for the 9.05% February 1, 2002 Notes. The 9.05% February 1, 2002
Notes bear interest from February 2, 1995 payable semi-annually in arrears on
each February 1 and August 1, commencing August 1, 1995 to the persons in whose
names the 9.05% February 1, 2002 Notes are registered at the close of business
on the fifteenth day of January or July preceding such February 1 and August 1.
TERMS AND PROVISIONS OF 8% SUBORDINATED NOTES DUE APRIL 15, 2002
The 8% Subordinated Notes Due April 15, 2002 (the "8% April 15, 2002
Notes") are limited to $150,000,000 aggregate principal amount and will mature
on April 15, 2002. The 8% April 15, 2002 Notes are redeemable on any interest
payment date after April 15, 1997 at a redemption price equal to the principal
amount and unpaid interest on the notes. No sinking fund is provided for the 8%
April 15, 2002 Notes. The 8% April 15, 2002 Notes bear interest from April 26,
1995 payable semi-annually in arrears on each April 15 and October 15,
commencing October 15, 1995 to the persons in whose names the 8% April 15, 2002
Notes are registered at the close of business on the fifteenth day of April or
October preceding such April 15 and October 15.
TERMS AND PROVISIONS OF 7 1/2% SUBORDINATED NOTES DUE FEBRUARY 1, 2003
The 7 1/2% Subordinated Notes Due February 1, 2003 (the "7 1/2% February 1,
2003 Notes") are limited to $200,000,000 aggregate principal amount and will
mature on February 1, 2003. The 7 1/2% February 1, 2003 Notes are not redeemable
and no sinking fund is provided for the 7 1/2% February 1, 2003 Notes. The
7 1/2% February 1, 2003 Notes bear interest from February 2, 1993, payable
semi-annually in arrears on each February 1 and August 1, commencing August 1,
1993 to the persons in whose names the 7 1/2% February 1,
28
<PAGE> 61
2003 Notes are registered at the close of business on the fifteenth day of
January 15 or July 15 preceding such February 1 and August 1.
TERMS AND PROVISIONS OF FLOATING RATE SUBORDINATED NOTES DUE OCTOBER 15, 2003
The Floating Rate Subordinated Notes Due October 15, 2003 (the "Floating
Rate October 15, 2003 Notes") are limited to $150,000,000 aggregate principal
amount and will mature on October 15, 2003. The Floating Rate October 15, 2003
Notes are not redeemable and no sinking fund is provided for the Floating Rate
October 15, 2003 Notes. The Floating Rate October 15, 2003 Notes bear interest
from July 15, 2003 payable quarterly in arrears on each January 15, April 15,
July 15 and October 15, commencing October 15, 2003 to the persons in whose
names the Floating Rate October 15, 1993 Notes are registered at the close of
business on the first day of January, April, July or October preceding such
January 15, April 15, July 15 and October 15. The per annum interest rate for
each period will be reset quarterly based on the greater of LIBOR plus .125% or
4.35%.
TERMS AND PROVISIONS OF FLOATING RATE SUBORDINATED NOTES DUE AUGUST 1, 2003
The Floating Rate Subordinated Notes Due August 1, 2003 (the "Floating Rate
August 1, 2003 Notes") are limited to $100,000,000 aggregate principal amount
and will mature on August 1, 2003. The Floating Rate August 1, 2003 Notes are
not redeemable and no sinking fund is provided for the Floating Rate August 1,
2003 Notes. The Floating Rate August 1, 2003 Notes bear interest from August 5,
1993 payable quarterly in arrears on each February 1, May 1, August 1 and
November 1, commencing November 1, 1993 to the persons in whose names the
Floating Rate August 1, 2003 Notes are registered at the close of business on
the fifteenth day of January, April, July or October preceding such February 1,
May 1, August 1 and November 1. The per annum interest rate for each period will
be reset quarterly based on the greater of LIBOR or 4.50%.
TERMS AND PROVISIONS OF 8% SUBORDINATED NOTES DUE MAY 15, 2004
The 8% Subordinated Notes Due May 15, 2004 (the "8% May 15, 2004 Notes")
are limited to $150,000,000 aggregate principal amount and will mature on May
15, 2004. The 8% May 15, 2004 Notes are redeemable on any day on or after May
15, 1999 at a redemption price equal to the principal amount and unpaid interest
on the Notes. No sinking fund is provided for the 8% May 15, 2004 Notes. The 8%
May 15, 2004 Notes bear interest from May 15, 1994 payable semi-annually in
arrears on each May 15 and November 15, commencing November 15, 1994 to the
persons in whose names the 8% May 15, 2004 Notes are registered at the close of
business on the first day of May or November preceding such May 15 and November
15.
TERMS AND PROVISIONS OF 7 7/8% SUBORDINATED NOTES DUE AUGUST 1, 2004
The 7 7/8% Subordinated Notes Due August 1, 2004 (the "7 7/8% August 1,
2004 Notes") are limited to $150,000,000 aggregate principal amount and will
mature on August 1, 2004. The 7 7/8% August 1, 2004 Notes are redeemable on and
after August 1, 1999, at a redemption price equal to the principal amount and
unpaid interest on the notes. No sinking fund is provided for the 7 7/8% August
1, 2004 Notes. The 7 7/8% August 1, 2004 Notes bear interest from August 10,
1994 payable semi-annually in arrears on each February 1 and August 1,
commencing February 1, 1995 to the persons in whose names the 7 7/8% August 1,
2004 Notes are registered at the close of business on the fifteenth day of
January or July preceding such February 1 and August 1.
TERMS AND PROVISIONS OF 8% SUBORDINATED NOTES DUE MAY 1, 2005
The 8% Subordinated Notes Due May 1, 2005 (the "8% May 1, 2005 Notes") are
limited to $150,000,000 aggregate principal amount and will mature on May 1,
2005. The 8% May 1, 2005 Notes are redeemable on May 1, 1998 and on any interest
payment date thereafter at a redemption price equal to the principal amount and
unpaid interest on the notes. No sinking fund is provided for the 8% May 1, 2005
Notes. The 8% May 1, 2005 Notes bear interest from May 11, 1995 payable
semi-annually in arrears on each May 1 and November 1, commencing March 1, 1995
to the persons in whose names the 8% May 1, 2005 Notes are
29
<PAGE> 62
registered at the close of business on the fifteenth day of April or October
preceding such May 1 and November 1.
TERMS AND PROVISIONS OF 6 1/2% SUBORDINATED NOTES DUE AUGUST 1, 2005
The 6 1/2% Subordinated Notes Due August 1, 2006 (the "6 1/2% August 1,
2006 Notes") are limited to $200,000,000 aggregate principal amount and will
mature on August 1, 2006. The 6 1/2% August 1, 2006 Notes are not redeemable and
no sinking fund is provided for the 6 1/2% August 1, 2006 Notes. The 6 1/2%
August 1, 2006 Notes bear interest from July 27, 1993 payable semi-annually in
arrears on each February 1 and August 1, commencing February 1, 1994 to the
persons in whose names the 6 1/2% August 1, 2006 Notes are registered at the
close of business on the fifteenth day of January or July preceding such
February 1 and August 1.
TERMS AND PROVISIONS OF 6 1/4% SUBORDINATED NOTES DUE JANUARY 15, 2006
The 6 1/4% Subordinated Notes Due January 15, 2006 (the "6 1/4% January 15,
2006 Notes") are limited to $200,000,000 aggregate principal amount and will
mature on January 15, 2006. The 6 1/4% January 15, 2006 Notes are not redeemable
and no sinking fund is provided for the 6 1/4% January 15, 2006 Notes. The
6 1/4% January 15, 2006 Notes bear interest from January 19, 1996 payable
semi-annually in arrears on each January 15 and July 15, commencing July 15,
1996 to the persons in whose names the 6 1/4% January 15, 2006 Notes are
registered at the close of business on the first day of January or July
preceding such January 15 and July 15.
TERMS AND PROVISIONS OF 6 3/4% SUBORDINATED NOTES DUE AUGUST 15, 2008
The 6 3/4% Subordinated Notes Due August 15, 2008 (the "6 3/4% August 15,
2008 Notes") are limited to $200,000,000 aggregate principal amount and will
mature on August 15, 2008. The 6 3/4% August 15, 2008 Notes are not redeemable
and no sinking fund is provided for the 6 3/4% August 15, 2008 Notes. The 6 3/4%
August 15, 2008 Notes bear interest from August 17, 1993 payable semi-annually
in arrears on each February 15 and August 15, commencing February 15, 1994 to
the persons in whose names the 6 3/4% August 15, 2008 Notes are registered at
the close of business on the first day of August or February preceding such
August 15 and February 15.
TERMS AND PROVISIONS OF 6 1/8% SUBORDINATED NOTES DUE OCTOBER 15, 2008
The 6 1/8% Subordinated Notes Due October 15, 2008 (the "6 1/8% October 15,
2008 Notes") are limited to $100,000,000 aggregate principal amount and will
mature on October 15, 2008. The 6 1/8% October 15, 2008 Notes are not redeemable
and no sinking fund is provided for the 6 1/8% October 15, 2008 Notes. The
6 1/8% October 15, 2008 Notes bear interest from October 18, 1993 payable
semi-annually in arrears on each April 15 and October 15, commencing August 15,
1994 to the persons in whose names the 6 1/8% October 15, 2008 Notes are
registered at the close of business on the first day of April or October
preceding such April 15 and October 15.
TERMS AND PROVISIONS OF 6 1/2% SUBORDINATED NOTES DUE JANUARY 15, 2009
The 6 1/2% Subordinated Notes Due January 15, 2009 (the "6 1/2% January 15,
2009 Notes") are limited to $150,000,000 aggregate principal amount and will
mature on January 15, 2009. The 6 1/2% January 15, 2009 Notes are not redeemable
and no sinking fund is provided for the 6 1/2% January 15, 2009 Notes. The
6 1/2% January 15, 2009 Notes bear interest from January 15, 1994 payable
semi-annually in arrears on each January 15 and July 15, commencing January 15,
1994 to the persons in whose names the 6 1/2% January 15, 2009 Notes are
registered at the close of business on the first day of January or July
preceding such January 15 and July 15.
30
<PAGE> 63
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES A
Set forth below is a table indicating the issuance dates and the maturity
dates of the $99,975,000 aggregate principal amount of Subordinated Medium-Term
Notes, Series A (the "Old Chase Subordinated Series A Notes") issued and
outstanding as of the date of this Prospectus. The Old Chase Subordinated Series
A Notes have either (a) fixed interest rates or (b) floating interest rates
which are determined, and adjusted periodically, by reference to an interest
rate basis or formula.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
- ----------------------------------- ---------- ----------------------------------- -----
<S> <C> <C> <C>
February 13, 1992.................. $71,675,000 February 13, 1999.................. 8.65%
February 19, 1992.................. 4,800,000 February 19, 1999.................. 8.76%
February 19, 1992.................. 6,000,000 February 19, 1999.................. 8.77%
February 20, 1992.................. 10,000,000 February 20, 1999.................. 8.81%
February 24, 1992.................. 7,500,000 February 24, 1999.................. 9.00%
</TABLE>
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES B
Set forth below is a table indicating the issuance dates and the maturity
dates of the $241,205,000 aggregate principal amount of Subordinated Medium-Term
Notes, Series B (the "Old Chase Subordinated Series B Notes") issued and
outstanding as of the date of this Prospectus. The Old Chase Subordinated Series
B Notes have either (a) fixed interest rates or (b) floating interest rates
which are determined, and adjusted periodically, by reference to an interest
rate basis or formula.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
- ------------------------- ---------- ------------------------ ----
<S> <C> <C> <C>
July 23, 1992............ $75,000,000 July 23, 1999........... 7.580%
September 1, 1993........ 91,205,000 September 1, 2003....... LIBOR reset semi-annually
minus 0.15%; but in no event
shall the rate be more than
9.0% or less than 5.5%
May 25, 1995............. 25,000,000 May 15, 2010............ 7.625%
July 19, 1995............ 25,000,000 July 15, 2010........... 7.200%
February 15, 1996........ 25,000,000 February 15, 2011....... 6.600%
</TABLE>
31
<PAGE> 64
TERMS AND PROVISIONS OF SUBORDINATED MEDIUM-TERM NOTES, SERIES C
Set forth below is a table indicating the issuance dates and the maturity
dates of the $136,750,000 aggregate principal amount of Senior Medium-Term
Notes, Series C (the "Old Chase Subordinated Series C Notes") issued and
outstanding as of the date of this Prospectus. The Old Chase Subordinated Series
C Notes have either (a) fixed rates or (b) floating interest rates which are
determined, and adjusted periodically, by reference to an interest rate basis or
formula.
<TABLE>
<CAPTION>
PRINCIPAL
ISSUANCE DATE AMOUNT MATURITY DATE RATE
- ----------------------------------- ----------- ----------------------------------- -----
<S> <C> <C> <C>
December 23, 1994.................. $ 1,500,000 December 15, 2004.................. 8.50%
December 23, 1994.................. 3,000,000 December 15, 2001.................. 8.40%
December 30, 1994.................. 4,000,000 December 15, 2001.................. 8.50%
January 13, 1995................... 3,500,000 January 15, 2002................... 8.55%
January 20, 1995................... 5,500,000 January 15, 2002................... 8.60%
January 27, 1995................... 6,500,000 January 15, 2002................... 8.40%
February 3, 1995................... 7,000,000 February 15, 2002.................. 8.55%
February 3, 1995................... 15,000,000 February 15, 2002.................. 9.00%
February 10, 1995.................. 7,000,000 February 15, 2002.................. 8.25%
February 17, 1995.................. 3,500,000 February 15, 2002.................. 8.10%
February 24, 1995.................. 3,250,000 February 15, 2002.................. 8.25%
March 3, 1995...................... 2,000,000 March 15, 2002..................... 7.90%
June 23, 1995...................... 25,000,000 June 15, 2005...................... 7.05%
February 1, 1996................... 25,000,000 February 1, 2011................... 6.75%
February 1, 1996................... 25,000,000 February 1, 2011................... 6.75%
</TABLE>
PERMANENT GLOBAL OLD CHASE DEBT SECURITIES
Certain series of the Old Chase Debt Securities were issued in permanent
global form. See "Permanent Global Debt Securities" for a discussion of the
rights of beneficial owners of interests in permanent global debt securities.
32
<PAGE> 65
DESCRIPTION OF MHC DEBT SECURITIES
The statements under this caption are brief summaries of certain provisions
contained in the MHC Indentures (as defined below), do not purport to be
complete and are qualified in their entirety by reference to such MHC
Indentures, copies of which are exhibits to the Registration Statement of which
this Prospectus is a part. Wherever capitalized terms are used but not defined
herein, such terms shall have the meanings assigned to them in the applicable
MHC Indenture, it being intended that such defined terms shall be incorporated
herein by reference.
GENERAL
The MHC Senior Securities have been issued under an Indenture, dated as of
June 1, 1982, between MHC and First Trust Company of New York (National
Association), as Trustee (the "MHC Senior Trustee"), as amended (the "MHC Senior
Indenture"). The MHC Subordinated Securities have been issued under an
Indenture, dated as of June 1, 1985, between MHC and IBJ Schroder Bank & Trust
Company (the "MHC Subordinated Trustee"), as amended (the "MHC Subordinated
Indenture"). The MHC Senior Indenture and the MHC Subordinated Indenture shall
be collectively referred to as the "MHC Indentures." As a result of a merger,
the Company has assumed the obligations and liabilities of MHC under the MHC
Indentures and the MHC Debt Securities.
Since the Company is a holding company, the right of the Company to
participate in any distribution of assets of any subsidiary, including the Bank,
Chase USA and Texas Commerce, upon such subsidiary's liquidation or
reorganization or otherwise (and thus the ability of holders of the MHC Debt
Securities to benefit indirectly from such distribution), is subject to the
prior claims of creditors of that subsidiary, except to the extent that the
Company may itself be recognized as a creditor of that subsidiary. Claims on the
Company's subsidiaries by creditors other than the Company include long-term
debt and substantial obligations with respect to deposit liabilities, Federal
funds purchased, securities sold under repurchase agreements, commercial paper
and other short-term borrowings.
The MHC Debt Securities have been issued in fully registered form only and
may be transferred, combined or split up into authorized denominations without
payment of any charge other than stamp taxes or other governmental charges.
Neither MHC Indenture contains any restriction on the Company's ability to enter
into a highly leveraged transaction or any provision affording special
protection to holders of MHC Debt Securities in the event the Company engages in
a highly leveraged transaction. Further, neither MHC Indenture contains any
provisions that would provide protection to holders of MHC Debt Securities upon
a sudden and dramatic decline in the credit quality of the Company resulting
from a takeover, recapitalization or similar restructuring of the Company.
MHC SENIOR SECURITIES
The MHC Senior Securities are direct, unsecured obligations of the Company
and constitute Senior Indebtedness issued on a parity with the other Senior
Indebtedness of the Company. See "Description of Company Debt
Securities -- Company Subordinated Securities" above.
Limitation on Disposition of Voting Stock of the Bank. The MHC Senior
Indenture contains a covenant by the Company that, so long as any of the MHC
Senior Securities are outstanding, it will not sell, assign, transfer or
otherwise dispose of any shares of, securities convertible into, or options,
warrants or rights to subscribe for or purchase shares of, voting stock of the
Bank (the successor by merger to Manufacturers Hanover Trust Company), nor will
it permit the Bank to issue any shares of, securities convertible into or
options, warrants or rights to subscribe for or purchase shares of, voting stock
of the Bank, unless (a) any such sale, assignment, transfer or other disposition
is made for fair market value, as determined by the Board of Directors of the
Company and (b) the Company will own at least 80% of the issued and outstanding
voting stock of the Bank after giving effect to such transaction.
Defaults and Waiver Thereof. The MHC Senior Indenture provides that the
happening of one or more of the following events shall constitute an Event of
Default with respect to any series of MHC Senior
33
<PAGE> 66
Securities then outstanding under the MHC Senior Indenture: (i) default for 30
days in the payment of any installment of interest on any MHC Senior Securities
of that series; (ii) default in the payment, when due, of the principal of (or
premium if any, on) any MHC Senior Securities of that series; (iii) default, for
60 days after written notice, in the observance or performance of any other of
the covenants or agreements of the Company in the MHC Senior Securities of that
series or in the MHC Senior Indenture relating to that series; and (iv) certain
events of insolvency. In case an Event of Default shall have occurred and be
continuing with respect to any series of MHC Senior Securities then outstanding
under the MHC Senior Indenture, the MHC Senior Trustee or the holders of at
least 25% in aggregate principal amount of the MHC Senior Securities of that
series which are then outstanding may declare the principal, or, in the case of
discounted MHC Senior Securities, such lesser amount of principal as may be
provided therein, of all MHC Senior Securities of that series to be due and
payable immediately, but such declaration may be annulled, and certain past
defaults waived, by the holders of not less than a majority in aggregate
principal amount of the MHC Senior Securities of that series, upon the
conditions provided in the MHC Senior Indenture. The MHC Senior Indenture
provides that the MHC Senior Trustee shall, within 90 days after the occurrence
of a default with respect to the MHC Senior Securities of any series, give to
the holders of the MHC Senior Securities of that series notice of all uncured
defaults known to it (the term "default" being defined to include the events
specified above without grace periods or notice); provided that, except in the
case of default in payment of principal (or premium, if any) or interest, if
any, in respect of the MHC Senior Securities of that series, the MHC Senior
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
or responsible officers or both, of the trustee, in good faith determines that
the withholding of such notice is in the interest of such holders. The Company
is required to furnish to the MHC Senior Trustee annually an officers'
certificate to the effect that the Company is not in default under any provision
of the MHC Senior Indenture.
Subject to the provisions of the MHC Senior Indenture relating to the
duties of the MHC Senior Trustee, the MHC Senior Trustee is under no obligation
to exercise any of its rights or powers under the MHC Senior Indenture at the
request, order or direction of any of the holders of the MHC Senior Securities,
unless such holders have offered to the MHC Senior Trustee reasonable indemnity.
Subject to such provision for indemnification, the holders of a majority in
principal amount of the MHC Senior Securities of any series then outstanding
under the MHC Senior Indenture have the right to direct the time, method and
place of conducting any proceeding for any remedy available to, or exercising
any trust or power conferred on, the MHC Senior Trustee with respect to the MHC
Senior Securities of such series.
Modification of the Indenture. The MHC Senior Indenture provides that,
with the consent of the holders of not less than 66 2/3% in aggregate principal
amount of the MHC Senior Securities of the series to be affected then
outstanding under the MHC Senior Indenture (voting as one class), modifications
and alterations of the MHC Senior Indenture may be made which affect the rights
of the holders of the MHC Senior Securities of each such series, but no such
modification or alteration may be made which would (i) extend the fixed maturity
of any MHC Senior Security or reduce the principal amount thereof or reduce the
rate or extend the time of payment of any interest thereon or (ii) reduce the
above-stated percentage of holders required to modify or alter the MHC Senior
Indenture, without consent of all the holders of the MHC Senior Securities then
outstanding under the MHC Senior Indenture to be affected thereby.
Set forth below are the principal terms of the MHC Senior Securities issued
and outstanding as of the date of this Prospectus, with respect to which offers
and sales relating to secondary market transactions may be made by direct or
indirect wholly-owned subsidiaries of the Company.
TERMS AND PROVISIONS OF 8 1/8% NOTES DUE JANUARY 15, 1997
The 8 1/8% Notes Due January 15, 1997 (the "8 1/8% January 15, 1997 Notes")
are limited to $150,000,000 aggregate principal amount and will mature on
January 15, 1997. The 8 1/8% January 15, 1997 Notes are not redeemable prior to
maturity and no sinking fund is provided for the 8 1/8% January 15, 1997 Notes.
The 8 1/8% January 15, 1997 Notes bear interest from January 20, 1987, payable
semi-annually in arrears on each January 15 and July 15, commencing July 15,
1987 to the persons in whose names the 8 1/8% January 15,
34
<PAGE> 67
1997 Notes are registered at the close of business on the first day of January
or July preceding such January 15 or July 15.
MHC SUBORDINATED SECURITIES
MHC Subordinated Securities are unsecured debt obligations of the Company.
Payment of the principal of the MHC Subordinated Securities is subject to
acceleration only in the event of bankruptcy, insolvency or reorganization of
the Company. The provisions of the MHC Subordinated Indenture do not restrict
the ability of the Company to incur additional MHC Senior Indebtedness (as
defined below) from time to time.
Subordination. The MHC Subordinated Securities are subordinated, by their
terms, to Senior Indebtedness, Additional Senior Obligations and all other
obligations of the Company to its creditors other than any obligation of the
Company as is by its terms expressly stated to be not superior in right of
payment to or to rank pari passu in right of payment with or junior to such MHC
Subordinated Securities (collectively, "MHC Senior indebtedness").
No payment pursuant to the MHC Subordinated Securities may be made, and no
holder of MHC Subordinated Securities shall be entitled to demand or receive any
such payment unless all amounts of principal, premium, if any, and interest then
due on all MHC Senior Indebtedness shall have been paid in full or if, at the
time of such payment or immediately after giving effect thereto, there shall
exist with respect to any such MHC Senior Indebtedness any event of default
permitting the holders thereof to accelerate the maturity thereof or any event
which, with notice or lapse of time or both, would become such an event of
default. Such subordination will not prevent the occurrence of any default in
respect of the MHC Subordinated Securities. See "Defaults and Waivers Thereof "
below.
Upon any distribution of the assets of the Company upon dissolution,
winding-up, liquidation or reorganization, the holders of MHC Senior
Indebtedness will be entitled to receive payment in full of principal, premium,
if any, and interest before any payment is made on the MHC Subordinated
Securities. By reason of such subordination, in the event of the insolvency of
the Company, holders of MHC Senior Indebtedness may receive more ratably, and
holders of MHC Subordinated Securities may receive less ratably, than other
creditors of the Company, including holders of Company Subordinated Securities.
See "Description of Company Debt Securities -- Company Subordinated Securities".
The MHC Subordinated Securities will not be subordinated to indebtedness of
the Company which is not MHC Senior Indebtedness, and the creditors of the
Company who do not hold MHC Senior Indebtedness, and the creditors of the
Company who do not hold MHC Senior Indebtedness will not benefit from the
subordination provisions described herein. In the event of the bankruptcy or
reorganization of the Company, such other creditors would rank pari passu in
right of payment with holders of the MHC Subordinated Securities, subject,
however, to the broad equity powers of a Federal bankruptcy court pursuant to
which such court may, among other things, reclassify the claims of holders of
any series of MHC Subordinated Securities into a class of claims having a
different relative priority with respect to the claims of such other creditors
or any other claims against the Company.
Defaults and Waiver Thereof. The MHC Subordinated Indenture provides that
the happening of one or more of the following events shall constitute an Event
of Default with respect to any series of MHC Subordinated Securities then
outstanding under the MHC Subordinated Indenture: (i) default for 30 days in the
payment of any instalment of interest on any MHC Subordinated Securities of that
series; (ii) default in the payment, when due, of the principal of (or premium,
if any, on) any MHC Subordinated Securities of that series; (iii) default, for
60 days after written notice, in the observance or performance of any other of
the covenants or agreements of the Company in the MHC Subordinated Securities of
that series or in the MHC Subordinated Indenture relating to that series; and
(iv) certain events of insolvency. In case (a) an Event of Default shall have
occurred and be continuing with respect to any series of MHC Subordinated
Securities then outstanding under the MHC Subordinated Indenture (other than MHC
Subordinated Securities designated as Primary Capital Securities), or (b)
certain events of insolvency with respect to the Company shall have occurred and
be continuing with respect to any series of MHC Subordinated Securities then
outstanding under the MHC Subordinated Indenture that has been designated as
Primary Capital Securities,
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<PAGE> 68
then, the MHC Subordinated Trustee or the holders of at least 25% in aggregate
principal amount of the MHC Subordinated Securities of that series which are
then outstanding may declare the principal of all MHC Subordinated Securities of
that series to be due and payable immediately, but such declaration may be
annulled, and certain past defaults waived, by the holders of not less than a
majority in aggregate principal amount of the MHC Subordinated Securities of
that series, upon the conditions provided in the MHC Subordinated Indenture. The
MHC Subordinated Indenture provides that the MHC Subordinated Trustee shall,
within 90 days after the occurrence of a default with respect to the MHC
Subordinated Securities of any series, give to the holders of the MHC
Subordinated Securities of that series notice of all uncured defaults known to
it (the term "default" being defined to include the events specified above
without grace periods or notice); provided that, except in the case of default
in payment of principal (or premium, if any) or interest, if any, in respect of
the MHC Subordinated Securities of that series, the MHC Subordinated Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors or
responsible officers or both, of the MHC Subordinated Trustee, in good faith
determines that the withholding of such notice is in the interest of such
holders. The Company is required to furnish to the MHC Subordinated Trustee
annually an officers' certificate to the effect that the Company is not in
default under any provision of the Indenture.
Subject to the provisions of the MHC Subordinated Indenture relating to the
duties of the MHC Subordinated Trustee, the MHC Subordinated Trustee is under no
obligation to exercise any of its rights or powers under the MHC Subordinated
Indenture at the request, order or direction of any of the holders of the MHC
Subordinated Securities, unless such holders have offered to the MHC
Subordinated Trustee reasonable indemnity. Subject to such provision for
indemnification, the holders of a majority in principal amount of the MHC
Subordinated Securities of any series then outstanding under the MHC
Subordinated Indenture have the right to direct the time, method and place of
conducting any proceeding for any remedy available to, or exercising any trust
or power conferred on, the MHC Subordinated Trustee with respect to the MHC
Subordinated Securities of such series.
Modification of the MHC Subordinated Indenture. The MHC Subordinated
Indenture provides that, with the consent of the holders of not less than
66 2/3% in aggregate principal amount then outstanding under the MHC
Subordinated Indenture of the MHC Subordinated Securities of all series to be
affected (voting as one class), modifications and alterations of the MHC
Subordinated Indenture may be made which affect the rights of the holders of the
MHC Subordinated Securities of each such series, but no such modification or
alteration may be made which would (i) extend the fixed maturity of any MHC
Subordinated Security or reduce the principal amount thereof or reduce the rate
or extend the time of payment of interest thereon or (ii) reduce the
above-stated percentage of holders required to modify or alter the MHC
Subordinated Indenture, without the consent of all the holders of the MHC
Subordinated Securities and other securities then outstanding under the MHC
Subordinated Indenture to be affected thereby.
Set forth below are the principal terms of the MHC Subordinated Securities
issued and outstanding as of the date of this Prospectus, with respect to which
offers and sales relating to secondary market transactions may be made by direct
or indirect wholly-owned subsidiaries of the Company.
TERMS AND PROVISIONS OF 8 1/2% SUBORDINATED CAPITAL NOTES DUE FEBRUARY 15, 1999
The 8 1/2% Subordinated Capital Notes Due February 15, 1999 (the "8 1/2%
February 15, 1999 Notes") are limited to $150,000,000 aggregate principal amount
and will mature on February 15, 1999. The 8 1/2% February 15, 1999 Notes are not
redeemable prior to maturity and no sinking fund is provided for the 8 1/2%
February 15, 1999 Notes. The 8 1/2% February 15, 1999 Notes bear interest from
February 24, 1987, payable semi-annually on each February 15 and August 15,
commencing August 15, 1987 to the persons in whose names the 8 1/2% February 15,
1999 Notes are registered at the close of business on the first day of February
or August preceding such February 15 or August 15. At maturity, the 8 1/2%
February 15, 1999 Notes will be exchanged for Capital Securities of the Company
having a Market Value equal to the principal amount of the 8 1/2% February 15,
1999 Notes, except to the extent that the Company, at its option, elects to pay
in cash the principal amount of the 8 1/2% February 15, 1999 Notes, in whole or
in part, from Designated Proceeds. The Company has Designated Proceeds
sufficient to pay the 8 1/2% February 15, 1999 Notes in cash at maturity.
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<PAGE> 69
PERMANENT GLOBAL MHC DEBT SECURITIES
The MHC Senior Securities were issued in permanent global form. See
"Permanent Global Debt Securities" for a discussion of the rights of beneficial
owner of interest in permanent global debt securities.
INFORMATION CONCERNING THE TRUSTEES
The Company, the Bank and certain other subsidiaries of the Company
maintain deposits with, and conduct other business transactions with, the
trustees under each of the MHC Indentures in the ordinary course of business.
First Trust of New York (National Association) is the trustee under the Company
Subordinated Indenture.
PERMANENT GLOBAL DEBT SECURITIES
Certain series of the Debt Securities may have been issued as permanent
global Debt Securities. Each such global Debt Security has been deposited with,
or on behalf of, The Depository Trust Company, as depositary (the "Depositary"),
or its nominee and registered in the name of a nominee of the Depositary. Except
under the limited circumstances described below, permanent global Debt
Securities will not be exchangeable for definitive certificated Debt Securities.
Ownership of beneficial interests in a permanent global Debt Security will
be limited to institutions that have accounts with the Depositary or its nominee
("participants") or persons that may hold interests through participants. In
addition, ownership of beneficial interests by participants in a permanent
global Debt Security will be evidenced only by, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depositary or its nominee for a permanent global Debt Security. Ownership of
beneficial interests in such permanent global Debt Security by persons that hold
through participants will be evidenced only by, and the transfer of that
ownership interest within such participant will be effected only through,
records maintained by such participant. The Depositary has no knowledge of the
actual beneficial owners of the Debt Securities. Beneficial owners will not
receive written confirmation from the Depositary of their purchase, but
beneficial owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings,
from the participants through which the beneficial owners entered the
transaction. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in a permanent
global Debt Security.
The Company has been advised by the Depositary that upon the issuance of a
permanent global Debt Security and the deposit of such permanent global Debt
Security with the Depositary, the Depositary will immediately credit, on its
book-entry registration and transfer system, the respective principal amounts
represented by such permanent global Debt Security to the accounts of such
participants.
Payment of principal of, and interest on, Debt Securities represented by a
permanent global Debt Security registered in the name of or held by the
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner and holder of the permanent global Debt
Security representing such Debt Securities. The Company has been advised by the
Depositary that upon receipt of any payment of principal of, or interest on, a
permanent global Debt Security, the Depositary will immediately credit, on its
book-entry registration and transfer system, accounts of participants with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such permanent global Debt Security as shown in the
records of the Depositary. Payments by participants to owners of beneficial
interests in a permanent global Debt Security held through such participants
will be governed by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the sole responsibility of such
participants, subject to any statutory or regulatory requirements as may be in
effect from time to time.
None of the Company, the trustees or any other agent of the Company or the
trustees will have any responsibility or liability for any aspect of the records
of the Depositary, any nominee or any participant relating to, or payments made
on account of, beneficial interests in a permanent global Debt Security or for
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<PAGE> 70
maintaining, supervising or reviewing any of the records of the Depositary, any
nominee or any participant relating to such beneficial interests.
A permanent global Debt Security is exchangeable for definitive Debt
Securities registered in the name of, and a transfer of a permanent global Debt
Security may be registered to, any person other than the Depositary or its
nominee, only if:
(a) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for such permanent global Debt Security or if at
any time the Depositary ceases to be registered under the Exchange Act;
(b) the Company in its sole discretion determines that such permanent
global Debt Security shall be exchangeable for definitive Debt Securities
in registered form; or
(c) there shall have occurred and be continuing an Event of Default or
an event which, with notice or the lapse of time or both, would constitute
an Event of Default under the Debt Securities.
Any permanent global Debt Security that is exchangeable pursuant to the
preceding sentence will be exchangeable in whole for definitive Debt Securities
in registered form, of like tenor and of an equal aggregate principal amount as
the permanent global Debt Security, in denominations of $1,000 and integral
multiples thereof. Such definitive Debt Securities will be registered in the
name or names of such persons as the Depositary shall instruct the registrar. It
is expected that such instructions may be based upon directions received by the
Depositary from its participants with respect to ownership of beneficial
interests in such permanent global Debt Security. Any principal and interest
will be payable, the transfer of the definitive Debt Securities will be
registerable and the definitive Debt Securities will be exchangeable at the
corporate trust office of the Bank in the Borough of Manhattan, The City of New
York, provided that payment of interest may be made at the option of the Company
by check mailed to the address of the person entitled thereto as of the record
date and as shown on the register for the Debt Securities.
Except as provided above, owners of the beneficial interests in a permanent
global Debt Security will not be entitled to receive physical delivery of Debt
Securities in definitive form and will not be considered the holders thereof for
any purpose under the Indentures, and no permanent global Debt Security shall be
exchangeable except for another permanent global Debt Security of like
denomination and tenor to be registered in the name of the Depositary or its
nominee. Accordingly, each person owning a beneficial interest in such permanent
global Debt Security must rely on the procedures of the Depositary and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a holder under the
permanent global Debt Security or the Indentures.
The Company understands that, under existing industry practices, in the
event that the Company requests any action of holders, or an owner of a
beneficial interest in such permanent global Debt Security desires to give or
take any action that a holder is entitled to give or take under the Debt
Securities or the Indentures, the Depositary would authorize the participants
holding the relevant beneficial interests to give or take such action, and such
participants would authorize beneficial owners owning through such participants
to give or take such action or would otherwise act upon the instructions of
beneficial owners owning through them.
The Depositary has advised the Company that the Depositary is a limited
purpose trust company organized under the laws of the State of New York, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code and a "clearing agency" registered under
the Exchange Act. The Depositary was created to hold securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. The Depositary is owned by a
number of its participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the Depositary's book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly. The rules applicable to the Depositary and its participants are on
file with the Commission.
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<PAGE> 71
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 General Corporation Law of the
State of Delaware and the Company's Restated Certificate of Incorporation (the
"Certificate of Incorporation"), including Certificates of Designations pursuant
to which the outstanding series of preferred stock were issued.
COMMON STOCK
The Company is authorized to issue up to 750,000,000 shares of Common
Stock. At September 30, 1996, the Company had outstanding 439,936,546 shares of
Common Stock (including 61,530 shares held in its treasury) and had reserved
approximately 60,196,883 shares of Common Stock for issuance under various
employee or non-employee directed incentive, compensation and option plans under
the Company's Dividend Reinvestment Plan.
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 dividends on the shares of preferred
stock, including accumulations in the case of cumulative preferred stock, have
been paid.
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 all matters 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.
In the event of the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, after there have been paid to 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.
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.
ChaseMellon Shareholder Services, L.L.C. is the transfer agent, registrar
and dividend disbursement agent for the Common Stock.
PREFERRED STOCK
Under the Certificate of Incorporation, the Board of Directors 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 Board of Directors or a duly authorized committee
thereof.
At June 30, 1996, there were issued and outstanding: (i) 4,000,000 shares
of 10.96% Preferred Stock (the "10.96% Preferred"); (ii) 14,000,000 shares of
the 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
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<PAGE> 72
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".
All series of outstanding preferred stock rank on a parity with each other
such series and all have preference over the Common Stock with respect to the
payment of dividends and the distribution of assets in the event of the
liquidation or dissolution of the Company.
Dividends on all outstanding series of preferred stock are cumulative. 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.
In the event of a liquidation or dissolution or winding-up of the Company,
the holders of each series of outstanding preferred stock will be entitled to
receive out of the 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 outstanding
preferred stock upon liquidation, liquidating distributions, in the amount set
forth opposite such series in the table below, plus accrued and unpaid
dividends, if any. Each series of outstanding 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 set forth in the table below.
<TABLE>
<CAPTION>
LIQUIDATION VALUE/REDEMPTION PRICE
PER SHARE
REDEEMABLE ON OR (PLUS, IN EACH CASE, ACCRUED
SERIES OF PREFERRED STOCK AFTER AND UNPAID DIVIDENDS IF ANY)
- ----------------------------------------- ------------------ ----------------------------------
<S> <C> <C>
10.96% Preferred......................... June 30, 2000 $ 25
8 3/8% Preferred......................... June 1, 1997 $ 25
7.92% Preferred.......................... October 1, 1997 $100
7.58% Preferred.......................... April 1, 1998 $100
7 1/2% Preferred......................... June 1, 1998 $100
Series L Preferred....................... June 30, 1999 $100
10 1/2% Preferred........................ September 30, 1998 $ 25
9.76% Preferred.......................... September 30, 1999 $ 25
10.84% Preferred......................... June 30, 2001 $ 25
9.08% Preferred.......................... March 31, 1997 $ 25
8 1/2% Preferred......................... June 30, 1997 $ 25
8.32% Preferred.......................... September 30, 1997 $ 25
8.40% Preferred.......................... March 31, 1998 $ 25
Series N Preferred....................... June 30, 1999 $ 25
</TABLE>
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
is 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. Each director elected by the holders of
shares of preferred stock shall continue to serve as such director for the full
term for which he or she shall have been elected, notwithstanding that prior to
the end of such term such default shall cease to exist.
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<PAGE> 73
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 Certificate of
Incorporation that 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
issued, 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 all
series of preferred stock, voting together as a single class without regard to
series, will be required to (a) 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 Certificate
of Incorporation 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 the holders of at least two-thirds of the
shares of all series of preferred stock adversely affected thereby, voting
together as a single class without regard to series.
No series of outstanding preferred stock is convertible into shares of
Common Stock or other securities. No series of outstanding preferred stock is
subject to preemptive rights. ChaseMellon Shareholder Services, L.L.C. is the
transfer agent, registrar and dividend disbursement agent for the preferred
stock.
DESCRIPTION OF SECURITIES WARRANTS
The Company may issue Securities Warrants for the purchase of Company Debt
Securities, Preferred Stock or Common Stock. Securities Warrants may be issued
independently or together with Company Debt Securities, Preferred Stock or
Common Stock and may be attached to or separate from such Company Debt
Securities, Preferred Stock or Common Stock. Each series of Securities Warrants
will be issued under a separate warrant agreement (a "Securities Warrant
Agreement") to be entered into between the Company and the Bank or another bank
or trust company, as warrant agent (the "Securities Warrant Agent"). The
Securities Warrant Agent will act solely as an agent of the Company in
connection with the Securities Warrants and will not assume any obligation or
relationship of agency or trust for or with any holders of Securities Warrants
or beneficial owners of Securities Warrants. Copies of the forms of Securities
Warrant Agreements, including the forms of Securities Warrant Certificates
representing the Securities Warrants, are filed as exhibits to the Registration
Statement of which this Prospectus is a part. The following summary of certain
provisions of the Securities Warrants does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, all the provisions
of the Securities Warrant Agreements.
At June 30, 1996, there were no Securities Warrants outstanding. If any
Securities Warrants are issued, reference is made to the description of such
Securities Warrants included herein for the terms of such Securities Warrants,
including, where applicable: (i) the designation, aggregate principal amount,
currencies, denominations and terms of the series of Company Debt Securities
purchasable upon exercise of such Securities Warrants and the price at which
such Company Debt Securities may be purchased upon such exercise; (ii) the
designation, number of shares, stated value and terms (including, without
limitation, liquidation, dividend, conversion and voting rights) of the series
of Preferred Stock purchasable upon exercise of Securities Warrants to purchase
Preferred Stock and the price at which such number of shares of Preferred Stock
of such series may be purchased upon such exercise; (iii) the number of shares
of Common Stock purchasable upon the exercise of Securities Warrants to purchase
Common Stock and the price at which such number of shares of Common Stock may be
purchased upon such exercise; (iv) the date on which the right to exercise such
Securities Warrants shall commence and the date (the "Expiration Date") on which
such right shall expire; (v) United States Federal income tax consequences
applicable to such Securities Warrants; and
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<PAGE> 74
(vi) any other terms of such Securities Warrants. Securities Warrants for the
purchase of Common Stock will be offered and exercisable for U.S. dollars only.
Securities Warrants will be issued in registered form only. The exercise price
for Securities Warrants will be subject to adjustment as described herein.
Each Securities Warrant will entitle the holder thereof to purchase such
principal amount of Company Debt Securities or such number of shares of
Preferred Stock or Common Stock at such exercise price as shall in each case be
set forth in, or calculable from, the description herein relating to the
Securities Warrants, which exercise price may be subject to adjustment upon the
occurrence of certain events. After the close of business on the Expiration Date
(or such later date to which such Expiration Date may be extended by the
Company), unexercised Securities Warrants will become void. The place or places
where, and the manner in which, Securities Warrants may be exercised shall be
described herein.
Prior to the exercise of any Securities Warrants to purchase Company Debt
Securities, Preferred Stock or Common Stock, holders of such Securities Warrants
will not have any of the rights of holders of the Company Debt Securities,
Preferred Stock or Common Stock, as the case may be, purchasable upon such
exercise, including the right to receive payments of principal of (and premium,
if any) or interest, if any, on the Company Debt Securities purchasable upon
such exercise or to enforce covenants in the applicable Indenture, or to receive
payments of dividends, if any, on the Preferred Stock or Common Stock
purchasable upon such exercise or to exercise any applicable right to vote.
DESCRIPTION OF CURRENCY WARRANTS
The Company may issue Currency Warrants. The following description of the
terms of the Currency Warrants sets forth certain general terms and provisions
of Currency Warrants as described herein. At June 30, 1996, no Currency Warrants
were outstanding. If any Currency Warrants are issued, the particular terms of
such Currency Warrants and the extent, if any, to which such general provisions
do not apply to such Currency Warrants so offered will be described herein.
Each issue of Currency Warrants will be issued under a warrant agreement
(each, a "Currency Warrant Agreement") to be entered into between the Company
and the Bank or another bank or trust company, as warrant agent (the "Currency
Warrant Agent"), all as described herein. The Currency Warrant Agent will act
solely as the agent of the Company under the applicable Currency Warrant
Agreement and will not assume any obligation or relationship of agency or trust
for or with any holders of such Currency Warrants. A copy of the form of
Currency Warrant Agreement, including the form of warrant certificate, is filed
as an exhibit to the Registration Statement of which this Prospectus is a part.
The following summary of certain provisions of the Currency Warrants does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the particular Currency Warrants and
Currency Warrant Agreement.
The Company may issue Currency Warrants either in the form of currency put
warrants entitling the holders thereof to receive from the Company the cash
settlement value in U.S. dollars of the right to sell a specified amount of a
specified foreign currency or composite currency (the "Designated Currency") for
a specified amount of U.S. dollars (each, a "Currency Put Warrant"), or in the
form of currency call warrants entitling the holders thereof to receive from the
Company the cash settlement value in U.S. dollars of the right to purchase a
specified amount of a Designated Currency for a specified amount of U.S. dollars
(each, a "Currency Call Warrant").
If any Currency Warrants are issued, reference is hereby made to the
description of such Currency Warrants included herein for the terms of such
Current Warrants, including, where applicable: (i) whether such Currency
Warrants shall be Currency Put Warrants, Currency Call Warrants or both; (ii)
the aggregate amount of such Currency Warrants; (iii) the offering price of such
Currency Warrants; (iv) the Designated Currency, which currency may be a foreign
currency or a composite currency, including ECU, and information regarding such
currency or composite currency; (v) the date on which the right to exercise such
Currency Warrants commences and the date on which such right expires; (vi) the
manner in which such Currency Warrants may be exercised; (vii) the circumstances
which will cause the Currency Warrants to be deemed automatically exercised;
(viii) the minimum number, if any, of such Currency Warrants exercisable
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<PAGE> 75
at any one time and any other restrictions on exercise; (ix) the method of
determining the amount payable in connection with the exercise of such Currency
Warrants; (x) the national securities exchange on which such Currency Warrants
will be listed, (xi) whether such Currency Warrants will be represented by
certificates or issued in book-entry form; (xii) the place or places at which
payment of the cash settlement value of such Currency Warrants is to be made by
the Company, if applicable; (xiii) information with respect to book-entry
procedures, if any; (xiv) the plan of distribution of such Currency Warrants;
and (xv) any other terms of such Currency Warrants.
Prospective holders of Currency Warrants should be aware of special United
States Federal income tax considerations applicable to instruments such as the
Currency Warrants. The description of a particular issue of Currency Warrants
shall describe such tax considerations.
Except as may otherwise be provided herein, the Currency Warrants will be
issued in the form of global Currency Warrant Certificates, registered in the
name of a depositary or its nominee. Holders will not be entitled to receive
definitive certificates representing Currency Warrants. A holder's ownership of
a Currency Warrant will be recorded on or through the records of the brokerage
firm or other entity that maintains such holder's account. In turn, the total
number of Currency Warrants held by an individual brokerage firm for its clients
will be maintained on the records of the depositary in the name of such
brokerage firm or its agent. Transfer of ownership of any Currency Warrant will
be effected only through the selling holder's brokerage firm.
Each issue of Currency Warrants will be listed on a national securities
exchange, subject only to official notice of issuance, as a condition of sale of
such issue of Currency Warrants. In the event that any issue of Currency
Warrants are delisted from, or permanently suspended from trading on, such
exchange, the expiration date for such Currency Warrants will be the date such
delisting or trading suspension becomes effective, and Currency Warrants not
previously exercised will be deemed automatically exercised on such expiration
date. The applicable Currency Warrant Agreement will contain a covenant of the
Company not to seek delisting of the Currency Warrants, or suspension of their
trading, on such exchange unless the Company has concurrently arranged for
listing on another national securities exchange.
RISK FACTORS RELATING TO CURRENCY WARRANTS
ANY CURRENCY WARRANTS ISSUED BY THE COMPANY WILL INVOLVE A HIGH DEGREE OF
RISK, INCLUDING RISKS ARISING FROM FLUCTUATIONS IN THE PRICE OF THE UNDERLYING
CURRENCY, FOREIGN EXCHANGE RISKS AND THE RISK OF EXPIRING WORTHLESS. FURTHER,
THE CASH SETTLEMENT VALUE OF THE CURRENCY WARRANTS AT ANY TIME PRIOR TO EXERCISE
OR EXPIRATION COULD BE LESS THAN THE TRADING VALUE OF THE CURRENCY WARRANTS. THE
TRADING VALUE OF CURRENCY WARRANTS WILL FLUCTUATE BECAUSE SUCH VALUE IS
DEPENDENT, AT ANY TIME, ON A NUMBER OF FACTORS, INCLUDING THE TIME REMAINING TO
EXERCISE SUCH CURRENCY WARRANTS, THE RELATIONSHIP BETWEEN THE EXERCISE PRICE OF
CURRENCY WARRANTS AND THE PRICE AT SUCH TIME OF THE DESIGNATED CURRENCY AND THE
EXCHANGE RATE ASSOCIATED WITH THE DESIGNATED CURRENCY. BECAUSE CURRENCY WARRANTS
WILL BE UNSECURED OBLIGATIONS OF THE COMPANY, CHANGES IN THE PERCEIVED
CREDITWORTHINESS OF THE COMPANY MAY ALSO BE EXPECTED TO AFFECT THE TRADING
PRICES OF SUCH CURRENCY WARRANTS. FINALLY, THE AMOUNT OF ACTUAL CASH SETTLEMENT
OF A CURRENCY WARRANT MAY VARY AS A RESULT OF FLUCTUATIONS IN THE PRICE OF THE
DESIGNATED CURRENCY BETWEEN THE TIME INSTRUCTIONS ARE GIVEN TO EXERCISE THE
CURRENCY WARRANT AND THE TIME SUCH EXERCISE IS ACTUALLY EFFECTED.
HOLDERS OF CURRENCY WARRANTS SHOULD BE PREPARED TO SUSTAIN A LOSS OF SOME
OR ALL OF THE PURCHASE PRICE OF THEIR CURRENCY WARRANTS. PROSPECTIVE HOLDERS OF
CURRENCY WARRANTS SHOULD BE EXPERIENCED WITH RESPECT TO OPTIONS AND OPTION
TRANSACTIONS AND SHOULD REACH AN INVESTMENT
43
<PAGE> 76
DECISION ONLY AFTER CAREFUL CONSIDERATION WITH THEIR ADVISERS OF THE
SUITABILITY OF SUCH CURRENCY WARRANTS IN LIGHT OF THEIR PARTICULAR FINANCIAL
CIRCUMSTANCES, THE INFORMATION SET FORTH UNDER "DESCRIPTION OF CURRENCY
WARRANTS" ABOVE, AND TO THE OTHER INFORMATION REGARDING THE CURRENCY WARRANTS
AND THE DESIGNATED CURRENCY SET FORTH HEREIN.
OTHER MATTERS
The distribution of the Debt Securities by CSI will comply with the
requirements of Section 2720 of the Conduct Rules of the NASD regarding an NASD
member firm distributing securities of an affiliate.
EXPERTS
The financial statements of the Company incorporated in this Prospectus by
reference to the Annual Report of the Company (which are included in the
Company's Current Report on Form 8-K dated April 16, 1996) have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
44
<PAGE> 77
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY AGENT OR UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE SUCH DATE.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-------
<S> <C>
Available Information.................... 2
Incorporation of Certain Documents by
Reference.............................. 2
The Chase Manhattan Corporation.......... 3
Consolidated Ratios of Earnings to Fixed
Charges and Preferred Stock Dividend
Requirements........................... 4
Description of Company Debt Securities... 5
Description of Old Chase Debt
Securities............................. 22
Description of MHC Debt Securities....... 33
Permanent Global Debt Securities......... 37
Description of Capital Stock............. 39
Description of Securities Warrants....... 41
Description of Currency Warrants......... 42
Risk Factors Relating to Currency
Warrants............................... 43
Other Matters............................ 44
Experts.................................. 44
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
LOGO
THE CHASE MANHATTAN
CORPORATION
DEBT SECURITIES
WARRANTS
--------------------
PROSPECTUS
--------------------
- ------------------------------------------------------
- ------------------------------------------------------
+++++++++++++++++++++++++++++++++++++++++++++
<PAGE> 78
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses in connection with the issuance and distribution of the
securities being registered other than underwriting compensation are as follows:
<TABLE>
<S> <C>
Registration fee -- Securities and Exchange Commission........... $1,034,483
Blue Sky fees and expenses....................................... 5,000*
Attorneys' fees and expenses..................................... 25,000*
Accountants' fees and expenses................................... 20,000*
Printing and engraving expenses.................................. 20,000*
Rating agency fees............................................... 50,000*
Trustee fees..................................................... 30,000*
NASD fee......................................................... 30,500*
Miscellaneous expenses........................................... 10,000*
--------
Total....................................................... $1,224,983*
==========
</TABLE>
- ---------------
* Estimated.
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 The Chase Manhattan
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.
II-1
<PAGE> 79
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.
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.
II-2
<PAGE> 80
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- ---------------------------------------------------------------------------------
<C> <S>
1.1 Form of Debt Securities Underwriting Agreement (including form of Delayed
Delivery Contract) (incorporated by reference to Exhibit 1 to Registration
Statement on Form S-3 (File No. 33-13062) of The Chase Manhattan Corporation
(formerly known as Chemical Banking Corporation)).
1.2 Form of Master Agency Agreement, dated as of February 1, 1990, as amended and
restated as of April 30, 1993, between The Chase Manhattan Corporation (formerly
known as Chemical Banking Corporation) and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc., The First Boston
Corporation, Goldman, Sachs & Co., Shearson Lehman Brothers Inc., Morgan, Stanley
& Co. Incorporated and Salomon Brothers Inc (incorporated by reference to Exhibit
1 to the Current Report on Form 8-K dated June 22, 1993 of The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation) (File No. 1-5805)).
1.3 Form of Preferred Stock Underwriting Agreement (incorporated by reference to
Exhibit 1 to Registration Statement on Form S-3 (File No. 33-25139) of The Chase
Manhattan Corporation (formerly known as Chemical Banking Corporation)).
1.4 Form of Common Stock Underwriting Agreement (incorporated by reference to Exhibit
1.1 to Registration Statement on Form S-3 (File No. 33-58634) of The Chase
Manhattan Corporation (formerly known as Chemical Banking Corporation)).
3.1 Restated Certificate of Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Exhibit 4.1 to the Registration Statement on Form
S-8, dated July 11, 1996 (File No. 333-07941) of The Chase Manhattan
Corporation).
3.2 By-Laws of The Chase Manhattan Corporation (formerly known as 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 The Chase Manhattan Corporation
(formerly known as Chemical Banking Corporation) (File No. 1-5805)).
4.1 Form of Certificates for shares of Common Stock.*
4.2 Form of Certificate of Designations for Preferred Stock (incorporated by
reference to Exhibit 4.13 to the Registration Statement on Form S-3 (File No.
33-47105) of The Chase Manhattan Corporation (formerly known as Chemical Banking
Corporation)).
4.3 Form of Certificate for shares of Preferred Stock (incorporated by reference to
Exhibit 4.3 to the Registration Statement on Form S-3 (File No. 33-25139) of The
Chase Manhattan Corporation (formerly known as Chemical Banking Corporation)).
4.4 Form of Deposit Agreement (incorporated by reference to Exhibit 4.6 to the
Registration Statement on Form S-3 (File No. 33-25139) of The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation)).
4.5 Form of Depositary Receipt of Depositary Shares (incorporated by reference to
Exhibit 4.5 to the Registration Statement on Form S-3 (File No. 33-25139) of The
Chase Manhattan Corporation (formerly known as Chemical Banking Corporation)).
4.6 Form of Indenture dated as of December 1, 1989, between The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation) and Bankers Trust
Company, as successor to The Chase Manhattan Bank (National Association), which
Indenture includes the form of Senior Securities (incorporated by reference to
Exhibit 4.9 to the Registration Statement on Form S-3 (File No. 33-32409) of The
Chase Manhattan Corporation (formerly known as Chemical Banking Corporation)).
4.7 Form of Indenture dated as of April 1, 1987, as amended and restated as of
December 15, 1992, between The Chase Manhattan Corporation (formerly known as
Chemical Banking Corporation) and First Trust of New York, National Association,
as successor to Morgan Guaranty Trust Company of New York, as Trustee
(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of
The Chase Manhattan Corporation (formerly known as Chemical Banking Corporation)
File No. 1-5805) dated December 22, 1992).
</TABLE>
II-3
<PAGE> 81
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- ---------------------------------------------------------------------------------
<C> <S>
4.8 Second Supplemental Indenture dated as of October 8, 1996, between The Chase
Manhattan Corporation and First Trust of New York, National Association, as
Trustee, to the Indenture dated as of April 1, 1987, as amended and restated as
of December 15, 1992 (incorporated by reference to Exhibit 4.5 to the
Registration Statement on Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.9 Second Supplemental Indenture dated as of October 8, 1996 between The Chase
Manhattan Corporation and IBJ Schroder Bank and Trust Company, as Trustee, to the
Indenture dated as of June 1, 1985 (incorporated by reference to Exhibit 4.12 to
the Registration Statement on Form S-3 (File No. 333-14959) of The Chase
Manhattan Corporation).
4.10 Third Supplemental Indenture dated as of March 29, 1996 among Chemical Banking
Corporation, The Chase Manhattan Corporation and Bankers Trust Company, as
Trustee, to the Indenture dated as of July 1, 1986 (incorporated by reference to
Exhibit 4.18 to the Registration Statement on Form S-3 (File No. 333-14959) of
The Chase Manhattan Corporation).
4.11 First Supplemental Indenture dated as of March 29, 1996 among Chemical Banking
Corporation, The Chase Manhattan Corporation and Bankers Trust Company, as
Trustee, to the Indenture dated as of August 1, 1974 (incorporated by reference
to Exhibit 4.20 to the Registration Statement on Form S-3 (File No. 333-14959) of
The Chase Manhattan Corporation).
4.12 First Supplemental Indenture dated as of March 29, 1996 among Chemical Banking
Corporation, The Chase Manhattan Corporation Chemical Bank, as resigning Trustee,
and First Trust of New York, National Association, as successor Trustee, to the
Indenture dated as of September 1, 1993 (incorporated by reference to Exhibit
4.22 to the Registration Statement on Form S-3 (File No. 333-14959) of The Chase
Manhattan Corporation).
4.13 Second Supplemental Indenture dated as of October 8, 1996 between The Chase
Manhattan Corporation and First Trust of New York, National Association, to the
Amended and Restated Indenture dated as of September 1, 1993 (incorporated by
reference to Exhibit 4.23 to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
4.14 Form of Senior Security (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-3 (File No. 33-36164) of The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation)).
4.15 Form of Subordinated Security (incorporated by reference to Exhibit 4.4 to the
Current Report on Form 8-K dated March 8, 1989 of The Chase Manhattan Corporation
(formerly known as Chemical Banking Corporation) (File No. 1-5805)).
4.16 Form of Equity Commitment Note (incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form S-3 (File No. 33-15230) of The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation)).
4.17 Form of Equity Contract Note (incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-3 (File No. 33-15230) of The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation)).
4.18 Form of Debt Securities Warrant Agreement (incorporated by reference to Exhibit
4.23 to the Registration Statement on Form S-3 (File No. 33-47105) of The Chase
Manhattan Corporation (formerly known as Chemical Banking Corporation)).
4.19 Form of Preferred Stock Warrant Agreement (incorporated by reference to Exhibit
4.24 to the Registration Statement on Form S-3 (File No. 33-47105) of The Chase
Manhattan Corporation (formerly known as Chemical Banking Corporation)).
4.20 Form of Common Stock Warrant Agreement (incorporated by reference to Exhibit 4.25
to the Registration Statement on Form S-3 (File No. 33-47105) of The Chase
Manhattan Corporation (formerly known as Chemical Banking Corporation)).
</TABLE>
II-4
<PAGE> 82
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- ---------------------------------------------------------------------------------
<C> <S>
4.21 Form of Currency Warrants Warrant Agreement (incorporated by reference to Exhibit
4.26 to the Registration Statement on Form S-3 (File No. 33-47105) of The Chase
Manhattan Corporation (formerly known as Chemical Banking Corporation)).
4.22 Form of Fixed Rate Senior Medium-Term Notes (incorporated by reference to Exhibit
4.1 to the Current Report on Form 8-K dated June 22, 1993 of The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation) (File No. 1-5805)).
4.23 Form of Global Certificate representing Fixed Rate Senior Medium-Term Notes
(incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated
June 22, 1993 of The Chase Manhattan Corporation (formerly known as Chemical
Banking Corporation) (File No. 1-5805)).
4.24 Form of Floating Rate Senior Medium-Term Notes (incorporated by reference to
Exhibit 4.3 to Current Report on Form 8-K dated June 22, 1993 of The Chase
Manhattan Corporation (formerly known as Chemical Banking Corporation) (File No.
1-5805)).
4.25 Form of Global Certificate representing Floating Rate Senior Medium-Term Notes
(incorporated by reference to Exhibit 4.4 to Current Report on Form 8-K dated
June 22, 1993 of The Chase Manhattan Corporation (formerly known as Chemical
Banking Corporation) (File No. 1-5805)).
4.26 Form of Fixed Rate Subordinated Medium-Term Notes (incorporated by reference to
Exhibit 4.5 to Current Report on Form 8-K dated June 22, 1993 of The Chase
Manhattan Corporation (formerly known as Chemical Banking Corporation) (File No.
1-5805)).
4.27 Form of Global Certificate representing Fixed Rate Subordinated Medium-Term Notes
(incorporated by reference to Exhibit 4.6 to Current Report on Form 8-K dated
June 22, 1993 of The Chase Manhattan Corporation (formerly known as Chemical
Banking Corporation) (File No. 1-5805)).
4.28 Form of Floating Rate Subordinated Medium-Term Notes (incorporated by reference
to Exhibit 4.7 to Current Report on Form 8-K dated June 22, 1993 of The Chase
Manhattan Corporation (formerly known as Chemical Banking Corporation)(File No.
1-5805)).
4.29 Form of Global Certificate representing Floating Rate Subordinated Medium-Term
Notes (incorporated by reference to Exhibit 4.8 to Current Report on Form 8-K
dated June 22, 1993 of The Chase Manhattan Corporation (formerly known as
Chemical Banking Corporation) (File No. 1-5805)).
5 Opinion of Simpson Thacher & Bartlett.**
12.1 Computation of Ratios of Earnings to Fixed Charges (incorporated by reference to
Exhibit 12(a) to Quarterly Report on Form 10-Q for the Quarter Ended September
30, 1996 of The Chase Manhattan Corporation (File No. 1-5805)).
12.2 Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividend
Requirements (incorporated by reference to Exhibit 12(b) to Quarterly Report on
Form 10-Q for the Quarter Ended September 30, 1996 of The Chase Manhattan
Corporation (File No. 1-5805)).
23.1 Consent of Price Waterhouse LLP.*
23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit 5).**
24 Powers of Attorney.*
25.1 Form T-1 Statement of Eligibility and Qualifications under the Trust Indenture
Act of 1939 of Bankers Trust Company.*
25.2 Form T-1 Statement of Eligibility and Qualifications under the Trust Indenture
Act of 1939 of First Trust of New York, National Association.*
</TABLE>
- ---------------
* Filed herewith.
** Previously filed.
II-5
<PAGE> 83
ITEM 17. UNDERTAKINGS.
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.
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 Securities Act
of 1933 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 Securities
Act and will be governed by the final adjudication of such issue.
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-6
<PAGE> 84
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference 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.
II-7
<PAGE> 85
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 this Amendment No. 1 on Form S-3 and has duly
caused this Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on
November 22, 1996.
THE CHASE MANHATTAN CORPORATION
(Registrant)
By /s/ ANTHONY J. HORAN
------------------------------------
(Anthony J. Horan, Corporate
Secretary)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 has been signed by the following persons in the capacities
and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------------------------------------------- --------------------------------------------
<S> <C>
* Director, Chairman of the Board and Chief
--------------------------------------------- Executive Officer (Principal Executive
(Walter V. Shipley) Officer)
* Director, President, Chief Operating Officer
---------------------------------------------
(Thomas G. Labrecque)
* Director and Senior Vice Chairman of the
--------------------------------------------- Board
(Edward D. Miller)
* Director and Vice Chairman
---------------------------------------------
(William B. Harrison, Jr.)
* Director
---------------------------------------------
(Frank A. Bennack, Jr.)
* Director
---------------------------------------------
(Susan V. Berresford)
* Director
---------------------------------------------
(M. Anthony Burns)
* Director
---------------------------------------------
(H. Laurance Fuller)
* Director
---------------------------------------------
(Melvin R. Goodes)
* Director
---------------------------------------------
(William H. Gray III)
* Director
---------------------------------------------
(George V. Grune)
* Director
---------------------------------------------
(Harold S. Hook)
</TABLE>
II-8
<PAGE> 86
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------------------------------------------- --------------------------------------------
<S> <C>
* Director
---------------------------------------------
(Helene L. Kaplan)
* Director
---------------------------------------------
(J. Bruce Llewellyn)
* Director
---------------------------------------------
(Edmund T. Pratt, Jr.)
* Director
---------------------------------------------
(Henry B. Schacht)
* Director
---------------------------------------------
(Andrew C. Sigler)
* Director
---------------------------------------------
(John R. Stafford)
* Director
---------------------------------------------
(Marina v.N. Whitman)
* Chief Financial Officer (Principal Financial
--------------------------------------------- Officer)
(Peter J. Tobin)
* Controller (Principal Accounting Officer)
---------------------------------------------
(Joseph L. Sclafani)
</TABLE>
* Anthony J. Horan hereby signs this Amendment No. 1 on behalf of each of
the indicated persons for whom he is attorney-in-fact on November 22, 1996
pursuant to a power of attorney filed herewith.
By /s/ ANTHONY J. HORAN
------------------------------------
Anthony J. Horan
Corporate Secretary
Dated: November 22, 1996
II-9
<PAGE> 87
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DOCUMENT DESCRIPTION PAGE
------ ---------------------------------------------------------------------- ------------
<C> <S> <C>
1.1 Form of Debt Securities Underwriting Agreement (including form of
Delayed Delivery Contract) (incorporated by reference to Exhibit 1 to
Registration Statement on Form S-3 (File No. 33-13062) of The Chase
Manhattan Corporation (formerly known as Chemical Banking
Corporation)).........................................................
1.2 Form of Master Agency Agreement, dated as of February 1, 1990, as
amended and restated as of April 30, 1993, between The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation) and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Bear, Stearns & Co. Inc., The First Boston Corporation,
Goldman, Sachs & Co., Shearson Lehman Brothers Inc., Morgan, Stanley &
Co. Incorporated and Salomon Brothers Inc (incorporated by reference
to Exhibit 1 to the Current Report on Form 8-K dated June 22, 1993 of
The Chase Manhattan Corporation (formerly known as Chemical Banking
Corporation) (File No. 1-5805)).......................................
1.3 Form of Preferred Stock Underwriting Agreement (incorporated by
reference to Exhibit 1 to Registration Statement on Form S-3 (File No.
33-25139) of The Chase Manhattan Corporation (formerly known as
Chemical Banking Corporation))........................................
1.4 Form of Common Stock Underwriting Agreement (incorporated by reference
to Exhibit 1.1 to Registration Statement on Form S-3 (File No.
33-58634) of The Chase Manhattan Corporation (formerly known as
Chemical Banking Corporation))........................................
3.1 Restated Certificate of Incorporation of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8, dated July 11, 1996 (File No.
333-07941) of The Chase Manhattan Corporation)........................
3.2 By-Laws of The Chase Manhattan Corporation (formerly known as 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 The
Chase Manhattan Corporation (formerly known as Chemical Banking
Corporation) (File No. 1-5805)).......................................
4.1 Form of Certificates for shares of Common Stock*......................
4.2 Form of Certificate of Designations for Preferred Stock (incorporated
by reference to Exhibit 4.13 to the Registration Statement on Form S-3
(File No. 33-47105) of The Chase Manhattan Corporation (formerly known
as Chemical Banking Corporation)).....................................
4.3 Form of Certificate for shares of Preferred Stock (incorporated by
reference to Exhibit 4.3 to the Registration Statement on Form S-3
(File No. 33-25139) of The Chase Manhattan Corporation (formerly known
as Chemical Banking Corporation)).....................................
4.4 Form of Deposit Agreement (incorporated by reference to Exhibit 4.6 to
the Registration Statement on Form S-3 (File No. 33-25139) of The
Chase Manhattan Corporation (formerly known as Chemical Banking
Corporation)).........................................................
4.5 Form of Depositary Receipt of Depositary Shares (incorporated by
reference to Exhibit 4.5 to the Registration Statement on Form S-3
(File No. 33-25139) of The Chase Manhattan Corporation (formerly known
as Chemical Banking Corporation)).....................................
</TABLE>
II-10
<PAGE> 88
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DOCUMENT DESCRIPTION PAGE
------ ---------------------------------------------------------------------- ------------
<C> <S> <C>
4.6 Form of Indenture dated as of December 1, 1989, between The Chase
Manhattan Corporation (formerly known as Chemical Banking Corporation)
and Bankers Trust Company, as successor to The Chase Manhattan Bank
(National Association), which Indenture includes the form of Senior
Securities (incorporated by reference to Exhibit 4.9 to the
Registration Statement on Form S-3 (File No. 33-32409) of The Chase
Manhattan Corporation (formerly known as Chemical Banking
Corporation)).........................................................
4.7 Form of Indenture dated as of April 1, 1987, as amended and restated
as of December 15, 1992, between The Chase Manhattan Corporation
(formerly known as Chemical Banking Corporation) and First Trust of
New York, National Association, as successor to Morgan Guaranty Trust
Company of New York, as Trustee (incorporated by reference to Exhibit
4.1 to the Current Report on Form 8-K of The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation) File No.
1-5805) dated December 22, 1992)......................................
4.8 Second Supplemental Indenture dated as of October 8, 1996 between The
Chase Manhattan Corporation and First Trust of New York, National
Association, as Trustee, to the Indenture dated as of April 1, 1987,
as amended and restated as of December 15, 1992 (incorporated by
reference to Exhibit 4.5 to the Registration Statement on Form S-3
(File No. 333-14959) of The Chase Manhattan Corporation)..............
4.9 Second Supplemental Indenture dated as of October 8, 1996 between The
Chase Manhattan Corporation and IBJ Schroder Bank and Trust Company,
as Trustee, to the Indenture dated as of June 1, 1985 (incorporated by
reference to Exhibit 4.12 to the Registration Statement on Form S-3
(File No. 333-14959) of The Chase Manhattan Corporation).
4.10 Third Supplemental Indenture dated as of March 29, 1996 among Chemical
Banking Corporation, The Chase Manhattan Corporation and Bankers Trust
Company, as Trustee, to the Indenture dated as of July 1, 1986
(incorporated by reference to Exhibit 4.18 to the Registration
Statement on Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.11 First Supplemental Indenture dated as of March 29, 1996 among Chemical
Banking Corporation, The Chase Manhattan Corporation and Bankers Trust
Company, as Trustee, to the Indenture dated as of August 1, 1974
(incorporated by reference to Exhibit 4.20 to the Registration
Statement on Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.12 First Supplemental Indenture dated as of March 29, 1996 among Chemical
Banking Corporation, The Chase Manhattan Corporation Chemical Bank, as
resigning Trustee, and First Trust of New York, National Association,
as successor Trustee, to the Indenture dated as of September 1, 1993
(incorporated by reference to Exhibit 4.22 to the Registration
Statement on Form S-3 (File No. 333-14959) of The Chase Manhattan
Corporation).
4.13 Second Supplemental Indenture dated as of October 8, 1996 between The
Chase Manhattan Corporation and First Trust of New York, National
Association, to the Amended and Restated Indenture dated as of
September 1, 1993 (incorporated by reference to Exhibit 4.23 to the
Registration Statement on Form S-3 (File No. 333-14959) of The Chase
Manhattan Corporation).
4.14 Form of Senior Security (incorporated by reference to Exhibit 4.1 to
the Registration Statement on Form S-3 (File No. 33-36164) of The
Chase Manhattan Corporation (formerly known as Chemical Banking
Corporation)).........................................................
</TABLE>
II-11
<PAGE> 89
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DOCUMENT DESCRIPTION PAGE
------ ---------------------------------------------------------------------- ------------
<C> <S> <C>
4.15 Form of Subordinated Security (incorporated by reference to Exhibit
4.4 to the Current Report on Form 8-K dated March 8, 1989 of The Chase
Manhattan Corporation (formerly known as Chemical Banking Corporation)
(File No. 1-5805))....................................................
4.16 Form of Equity Commitment Note (incorporated by reference to Exhibit
4.2 to the Registration Statement on Form S-3 (File No. 33-15230) of
The Chase Manhattan Corporation (formerly known as Chemical Banking
Corporation)).........................................................
4.17 Form of Equity Contract Note (incorporated by reference to Exhibit 4.3
to the Registration Statement on Form S-3 (File No. 33-15230) of The
Chase Manhattan Corporation (formerly known as Chemical Banking
Corporation)).........................................................
4.18 Form of Debt Securities Warrant Agreement (incorporated by reference
to Exhibit 4.23 to the Registration Statement on Form S-3 (File No.
33-47105) of The Chase Manhattan Corporation (formerly known as
Chemical Banking Corporation))........................................
4.19 Form of Preferred Stock Warrant Agreement (incorporated by reference
to Exhibit 4.24 to the Registration Statement on Form S-3 (File No.
33-47105) of The Chase Manhattan Corporation (formerly known as
Chemical Banking Corporation))........................................
4.20 Form of Common Stock Warrant Agreement (incorporated by reference to
Exhibit 4.25 to the Registration Statement on Form S-3 (File No.
33-47105) of The Chase Manhattan Corporation (formerly known as
Chemical Banking Corporation))........................................
4.21 Form of Currency Warrants Warrant Agreement (incorporated by reference
to Exhibit 4.26 to the Registration Statement on Form S-3 (File No.
33-47105) of The Chase Manhattan Corporation (formerly known as
Chemical Banking Corporation))........................................
4.22 Form of Fixed Rate Senior Medium-Term Notes (incorporated by reference
to Exhibit 4.1 to the Current Report on Form 8-K dated June 22, 1993
of The Chase Manhattan Corporation (formerly known as Chemical Banking
Corporation) (File No. 1-5805)).......................................
4.23 Form of Global Certificate representing Fixed Rate Senior Medium-Term
Notes (incorporated by reference to Exhibit 4.2 to the Current Report
on Form 8-K dated June 22, 1993 of The Chase Manhattan Corporation
(formerly known as Chemical Banking Corporation) (File No. 1-5805))...
4.24 Form of Floating Rate Senior Medium-Term Notes (incorporated by
reference to Exhibit 4.3 to Current Report on Form 8-K dated June 22,
1993 of The Chase Manhattan Corporation (formerly known as Chemical
Banking Corporation) (File No. 1-5805))...............................
4.25 Form of Global Certificate representing Floating Rate Senior
Medium-Term Notes (incorporated by reference to Exhibit 4.4 to Current
Report on Form 8-K dated June 22, 1993 of The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation) (File No.
1-5805))..............................................................
4.26 Form of Fixed Rate Subordinated Medium-Term Notes (incorporated by
reference to Exhibit 4.5 to Current Report on Form 8-K dated June 22,
1993 of The Chase Manhattan Corporation (formerly known as Chemical
Banking Corporation) (File No. 1-5805))...............................
4.27 Form of Global Certificate representing Fixed Rate Subordinated
Medium-Term Notes (incorporated by reference to Exhibit 4.6 to Current
Report on Form 8-K dated June 22, 1993 of The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation) (File No.
1-5805))..............................................................
</TABLE>
II-12
<PAGE> 90
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DOCUMENT DESCRIPTION PAGE
------ ---------------------------------------------------------------------- ------------
<C> <S> <C>
4.28 Form of Floating Rate Subordinated Medium-Term Notes (incorporated by
reference to Exhibit 4.7 to Current Report on Form 8-K dated June 22,
1993 of The Chase Manhattan Corporation (formerly known as Chemical
Banking Corporation) (File No. 1-5805))...............................
4.29 Form of Global Certificate representing Floating Rate Subordinated
Medium-Term Notes (incorporated by reference to Exhibit 4.8 to Current
Report on Form 8-K dated June 22, 1993 of The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation) (File No.
1-5805))..............................................................
5 Opinion of Simpson Thacher & Bartlett**...............................
12.1 Computation of Ratios of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12(a) to the Quarterly Report on Form 10-Q for
the Quarter Ended September 30, 1996 of The Chase Manhattan
Corporation (File No. 1-5805))........................................
12.2 Computation of Ratios of Earnings to Fixed Charges and Preferred Stock
Dividend Requirements (incorporated by reference to Exhibit 12(b) to
the Quarterly Report on Form 10-Q for the Quarter Ended September 30,
1996 of The Chase Manhattan Corporation (File No. 1-5805))............
23.1 Consent of Price Waterhouse LLP*......................................
23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit 5)**.......
24 Powers of Attorney*...................................................
25.1 Form T-1 Statement of Eligibility and Qualifications under the Trust
Indenture Act of 1939 of Bankers Trust Company*.......................
25.2 Form T-1 Statement of Eligibility and Qualifications under the Trust
Indenture Act of 1939 of First Trust of New York, National
Association*..........................................................
</TABLE>
- ---------------
* Filed herewith.
** Previously filed.
II-13
<PAGE> 1
EXHIBIT 4.1
(FACE OF COMMON STOCK CERTIFICATE)
(Picture of Salmon P. Chase)
NUMBER SHARES
- -------- --------
COMMON STOCK COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THE CHASE MANHATTAN CORPORATION
This is to certify that___________________ CUSIP 16161A 10 8
SEE REVERSE FOR CERTAIN DEFINITIONS
is the owner of __________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF The Chase Manhattan
Corporation transferable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.
Witness the signatures of its duly authorized officers.
Dated: _______
/s/ Anthony J. Horan /s/ Walter V. Shipley
SECRETARY CHAIRMAN OF THE BOARD
Countersigned and Registered:
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
(New York, New York) Transfer Agent
and Registrar
By:
Authorized Signature
<PAGE> 2
(REVERSE SIDE OF COMMON STOCK CERTIFICATE)
THE CHASE MANHATTAN CORPORATION
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES, AND/OR
RIGHTS. SUCH REQUEST SHOULD BE ADDRESSED TO THE TRANSFER AGENT NAMED ON THE FACE
HEREOF.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT-______Custodian____
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right of
survivorship and not as tenants Act ____________________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the
above list.
For value received, ___________ hereby sell, assign and
transfer unto (please insert social security or other identifying number of
assignee)___________________________________________________________ Please
print or typewrite name and address including postal zip code of
assignee.__________________________________________________________________
Shares of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint _________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, ______________
_____________________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Amendment to the
Registration Statement on Form S-3 of The Chase Manhattan Corporation
(the "Corporation") 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 such Registration Statement.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
November 25, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints
WALTER V. SHIPLEY, THOMAS G. LABRECQUE, EDWARD D. MILLER, WILLIAM B. HARRISON
JR., PETER J. TOBIN, DEBRA L. DUNCAN and ANTHONY J. HORAN, and
each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power
of substitution and resubstitution, for and on behalf of him or her and in his
or her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable
to enable the Corporation to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "SEC") thereunder in connection with the filing of the
accompanying registration statement under the Act for the registration of debt
and equity securities of the Corporation pursuant to resolutions adopted by the
Board of Directors of the Corporation on February 20, 1996, authorizing the
preparation and filing of a shelf registration statement on Form S-3 pursuant
to Rule 415 under the Act, for the offer and sale of debt and equity securities
of the Corporation, including without limitation, (i) shares of Common Stock,
par value $1.00 per share, (ii) shares of Preferred Stock, par value $1.00 per
share, (iii) currency warrants and securities warrants, (iv) debt obligations,
(v) convertible debt obligations, (vi) depositary shares or (vii) other
securities of the Corporation, in any combination thereof (the "Securities"),
including without limiting the generality of the foregoing, power and authority
to sign the name of the undersigned director or officer or both in such
capacity or capacities, to such registration statement including without
limitation, the prospectuses and prospectus supplements contained therein, and
any and all amendments, including post-effective amendments, and exhibits
thereto, and, if appropriate a second registration statement that will become
effective upon filing pursuant to Rule 462(b) under the Act (the "Registration
Statements") to be filed with the SEC with respect to such Securities, and to
any and all instruments or documents to be filed as a part of or in connection
with said Registration Statements or any and all amendments thereto, whether
such instruments or documents are filed before or after the effective date of
such Registration Statements, and to appear before the SEC in connection with
any matter relating thereto, hereby granting to such attorneys-in-fact and
agents, and each of them, full power to do and perform any and all acts and
things requisite and necessary to be done in connection therewith as the
undersigned might or could do in person, and hereby ratifying and confirming
all that said attorneys-in-fact and agents and each of them may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of November 25, 1996.
/s/ FRANK A. BENNACK, JR.
------------------------------------
Frank A. Bennack, Jr.
Director
/s/ SUSAN V. BERRESFORD
------------------------------------
Susan V. Berresford
Director
/s/ M. ANTHONY BURNS
------------------------------------
M. Anthony Burns
Director
/s/ H. LAURANCE FULLER
------------------------------------
H. Laurance Fuller
Director
/s/ MELVIN R. GOODES
------------------------------------
Melvin R. Goodes
Director
/s/ WILLIAM H. GRAY, III
-----------------------------------
William H. Gray, III
Director
/s/ GEORGE V. GRUNE
-----------------------------------
George V. Grune
Director
/s/ WILLIAM B. HARRISON, JR.
-----------------------------------
William B. Harrison, Jr.
Director
/s/ HAROLD S. HOOK
-----------------------------------
Harold S. Hook
Director
/s/ HELENE L. KAPLAN
-----------------------------------
Helene L. Kaplan
Director
/s/ THOMAS G. LABRECQUE
-----------------------------------
Thomas G. Labrecque
Director
/s/ J. BRUCE LLEWELLYN
-----------------------------------
J. Bruce Llewellyn
Director
/s/ EDWARD D. MILLER
-----------------------------------
Edward D. Miller
Director
/s/ EDMUND T. PRATT, JR.
-----------------------------------
Edmund T. Pratt, Jr.
Director
/s/ HENRY B. SCHACHT
-----------------------------------
Henry B. Schacht
Director
/s/ WALTER V. SHIPLEY
-----------------------------------
Walter V. Shipley
Director
/s/ ANDREW C. SIGLER
-----------------------------------
Andrew C. Sigler
Director
/s/ JOHN R. STAFFORD
-----------------------------------
John R. Stafford
Director
/s/ MARINA v.N. WHITMAN
-----------------------------------
Marina v.N. Whitman
Director
/s/ PETER J. TOBIN
-----------------------------------
Peter J. Tobin
Chief Financial Officer
(Principal Financial Officer)
/s/ JOSEPH L. SCLAFANI
-----------------------------------
Joseph L. Sclafani
Comptroller (Principal
Accounting Officer)
<PAGE> 1
EXHIBIT 25.1
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ___________
------------------------------
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
---------------------------------
THE CHASE MANHATTAN CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 13-2624428
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
270 Park Avenue
NEW YORK, NY 10017
(Address of principal (Zip Code)
executive offices)
SENIOR DEBT SECURITIES
(Title of the indenture securities)
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising authority to
which it is subject.
NAME ADDRESS
---- -------
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
ITEM 3.-15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of Bankers Trust Company
dated August 7, 1990, Certificate of Amendment of the
Organization Certificate of Bankers Trust Company dated June
21, 1995 - Incorporated herein by reference to Exhibit 1
filed with Form T-1 Statement, Registration No. 33-65171,
and Certificate of Admendment of the Organization
Certificate of Bankers Trust Company dated March 21, 1996,
copy attached.
EXHIBIT 2 - Certificate of Authority to commence business - Incorporated
herein by reference to Exhibit 2 filed with Form T-1
Statement, Registration No. 33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise corporate trust
powers - Incorporated herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, dated as amended
on October 19, 1995. - Incorporated herein by reference to
Exhibit 4 filed with Form T-1 Statement, Registration No.
33-65171.
-2-
<PAGE> 3
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required by Section 321(b)
of the Act. - Incorporated herein by reference to Exhibit 4
filed with Form T-1 Statement, Registration No. 22-18864.
EXHIBIT 7 - A copy of the latest report of condition of Bankers Trust
Company dated as of September 30, 1996.
EXHIBIT 8 - Not Applicable.
EXHIBIT 9 - Not Applicable.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 22nd day
of November, 1996.
BANKERS TRUST COMPANY
By: /s/ Terence Rawlins
--------------------------------
Terence Rawlins
Assistant Treasurer
-4-
<PAGE> 5
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 9/30/96 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS SEPTEMBER 30, 1996
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
-------------
| C400 |
-----------------------------
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS | //////////////////// |
1. Cash and balances due from depository institutions (from Schedule RC-A): | //////////////////
a. Noninterest-bearing balances and currency and coin(1) .............................. | 0081 809,000 | 1.a.
b. Interest-bearing balances(2) ....................................................... | 0071 4,453,000 | 1.b.
2. Securities: | ////////////////// |
a. Held-to-maturity securities (from Schedule RC-B, column A) ......................... | 1754 0 | 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)........................ | 1773 4,133,000 | 2.b.
3 Federal funds sold and securities purchased under agreements to resell in domestic | ////////////////// |
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | ////////////////// |
a. Federal funds sold ................................................................. | 0276 5,933,000 | 3.a.
b. Securities purchased under agreements to resell .................................... | 0277 413,000 | 3.b.
4. Loans and lease financing receivables: | ////////////////// |
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 27,239,000 | ////////////////// | 4.a.
b. LESS: Allowance for loan and lease losses.................. RCFD 3123 917,000 | ////////////////// | 4.b.
c. LESS: Allocated transfer risk reserve ..................... RCFD 3128 0 | ////////////////// | 4.c.
d. Loans and leases, net of unearned income, | ////////////////// |
allowance, and reserve (item 4.a minus 4.b and 4.c) ................................ | 2125 26,322,000 | 4.d.
5. Assets held in trading accounts ......................................................... | 3545 36,669,000 | 5.
6. Premises and fixed assets (including capitalized leases) ................................ | 2145 870,000 | 6.
7. Other real estate owned (from Schedule RC-M) ............................................ | 2150 215,000 | 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | 2130 212,000 | 8.
9. Customers' liability to this bank on acceptances outstanding ............................ | 2155 577,000 | 9.
10. Intangible assets (from Schedule RC-M) .................................................. | 2143 18,000 | 10.
11. Other assets (from Schedule RC-F) ....................................................... | 2160 8,808,000 | 11.
12. Total assets (sum of items 1 through 11) ................................................ | 2170 89,432,000 | 12.
-----------------------------
</TABLE>
- -------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 9/30/96 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State Zip: New York, NY 10006 12
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
SCHEDULE RC--CONTINUED
<TABLE>
<CAPTION>
----------------------------------
Dollar Amounts in Thousands | //////// Bil Mil Thou |
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
LIABILITIES | //////////////////////// |
13. Deposits: | //////////////////////// |
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | RCON 2200 9,391,000 | 13.a.
(1) Noninterest-bearing(1) ........................... RCON 6631 2,734,000... | //////////////////////// | 13.a.(1)
(2) Interest-bearing ................................. RCON 6636 6,657,000... | //////////////////////// | 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E | //////////////////////// |
part II) | RCFN 2200 23,385,000 | 13.b.
(1) Noninterest-bearing .............................. RCFN 6631 654,000 | //////////////////////// | 13.b.(1)
(2) Interest-bearing ................................. RCFN 6636 22,731,000 | //////////////////////// | 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase in | //////////////////////// |
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:| //////////////////////// |
a. Federal funds purchased ......................................................... | RCFD 0278 3,090,000 | 14.a.
b. Securities sold under agreements to repurchase .................................. | RCFD 0279 99,000 | 14.b.
15. a. Demand notes issued to the U.S. Treasury ........................................ | RCON 2840 0 | 15.a.
b. Trading liabilities ............................................................. | RCFD 3548 18,326,000 | 15.b.
16. Other borrowed money: | //////////////////////// |
a. With original maturity of one year or less ...................................... | RCFD 2332 17,476,000 | 16.a.
b. With original maturity of more than one year .................................... | RCFD 2333 2,771,000 | 16.b.
17. Mortgage indebtedness and obligations under capitalized leases ..................... | RCFD 2910 31,000 | 17.
18. Bank's liability on acceptances executed and outstanding ........................... | RCFD 2920 577,000 | 18.
19. Subordinated notes and debentures .................................................. | RCFD 3200 1,228,000 | 19.
20. Other liabilities (from Schedule RC-G) ............................................. | RCFD 2930 8,398,000 | 20.
21. Total liabilities (sum of items 13 through 20) ..................................... | RCFD 2948 84,772,000 | 21.
| //////////////////////// |
22. Limited-life preferred stock and related surplus ................................... | RCFD 3282 0 | 22.
EQUITY CAPITAL | //////////////////////// |
23. Perpetual preferred stock and related surplus ...................................... | RCFD 3838 500,000 | 23.
24. Common stock ....................................................................... | RCFD 3230 1,002,000 | 24.
25. Surplus (exclude all surplus related to preferred stock) ........................... | RCFD 3839 527,000 | 25.
26. a. Undivided profits and capital reserves .......................................... | RCFD 3632 3,017,000 | 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities .......... | RCFD 8434 (16,000) | 26.b.
27. Cumulative foreign currency translation adjustments ................................ | RCFD 3284 (370,000) | 27.
28. Total equity capital (sum of items 23 through 27) .................................. | RCFD 3210 4,660,000 | 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items | //////////////////////// |
21, 22, and 28) .................................................................... | RCFD 3300 89,432,000 | 29.
---------------------------------
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
<TABLE>
<CAPTION>
Number
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1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external auditors as of any date during 1995 .............. | RCFD 6724 N/A |
----------------------------------------
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- ----------------------
(1) Including total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE> 7
State of New York,
Banking Department
I, PETER M. PHILBIN, Deputy Superintendent of Bank of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section
8005 of the Banking Law," dated March 20, 1996, providing for an increase in
authorized capital stock from $1,351,666,670 consisting of 85,166,667 shares
with a par value of $10 each designated as Common Stock and 500 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$1,501,666,670 consisting of 100,166,667 shares with a par value of $10 each
designated as Common Stock and 500 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.
Witness, my hand and official seal of the Banking Department at the City of New
York,
this 21st day of March in the Year of our Lord one thousand nine
hundred and ninety-six.
/s/ Peter M. Philbin
--------------------------------
Deputy Superintendent of Banks
<PAGE> 8
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
-----------------------------
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary of Bankers Trust Company, do hereby certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of march, 1903.
3. The organization certificate as heretofore amended is hereby amended to
increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.
4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is One Billion, Three Hundred Fifty One Million, Six Hundred
Sixty-Six Thousand, Six Hundred Seventy Dollars ($1,351,666,670),
divided into Eighty-Five Million, One Hundred Sixty-Six Thousand, Six
Hundred Sixty-Seven (85,166,667) shares with a par value of $10 each
designated as Common Stock and 500 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is One Billion, Five Hundred One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($1,501,666,670), divided into
One Hundred Million, One Hundred Sixty Six Thousand, Six Hundred
Sixty-Seven (100,166,667) shares with a par value of $10 each
designated as Common Stock and 500 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."
<PAGE> 9
6. The foregoing amendment of the organization certificate was authorized
by unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate this 20th
day of March, 1996.
/s/ James T. Byrne, Jr.
-----------------------
James T. Byrne, Jr.
Managing Director
/s/Lea Lahtinen
-----------------------
Lea Lahtinen
Assistant Secretary
State of New York )
) ss:
County of New York )
Lea Lahtinen, being fully sworn, deposes and says that she is an Assistant
Secretary of Bankers Trust Company, the corporation described in the foregoing
certificate; that she has read the foregoing certificate and knows the contents
thereof, and that the statements herein contained are true.
/s/ Lea Lahtinen
-----------------------
Lea Lahtinen
Sworn to before me this 20th day
of March, 1996.
/s/ Sandra L. West
-----------------------
Notary Public
SANDRA L. WEST Counterpart filed in the
Notary Public State of New York Office of the Superintendent of
No. 31-4942101 Banks, State of New York,
Qualified in New York County This 21st day of March, 1996
Commission Expires September 19, 1996
<PAGE> 1
EXHIBIT 25.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-----------------------
FORM T - 1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
-----------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) _________
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I. R. S. Employer
Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
-----------------------
For information, contact:
Dennis J. Calabrese, President
First Trust of New York, National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2506
-----------------------
THE CHASE MANHATTAN CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 13-2624428
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
-----------------------
DEBT SECURITIES
<PAGE> 2
Item 1. General Information.
Furnish the following information as to the trustee --
(a) Name and address of each examining or supervising authority to which
it is subject.
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Name Address
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<S> <C>
Comptroller of the Currency Washington, D. C.
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(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1. Articles of Association of First Trust of New York, National
Association, incorporated herein by reference to Exhibit 1
of Form T-1, Registration No. 33-83774.
Exhibit 2. Certificate of Authority to Commence Business for First
Trust of New York, National Association, incorporated herein
by reference to Exhibit 2 of Form T-1, Registration No.
33-83774.
Exhibit 3. Authorization of the Trustee to exercise corporate trust
powers for First Trust of New York, National Association,
incorporated herein by reference to Exhibit 3 of Form T-1,
Registration No. 33-83774.
Exhibit 4. By-Laws of First Trust of New York, National Association,
Incorporated herein by reference to Exhibit 4 of Form T-1,
Registration No. 33-55851.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York, National Association,
required by Section 321(b) of the Act, incorporated herein
by reference to Exhibit 6 of Form T-1, Registration No.
33-83774.
Exhibit 7. Report of Condition of First Trust of New York, National
Association, as of the close of business on September 30,
1996, published pursuant to law or the requirements of its
supervising or examining authority.
<PAGE> 3
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, First Trust of New York, National Association, a national
banking association organized and existing under the laws of the United States,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and State
of New York, on the 22nd day of November, 1996.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By: /s/David K. Leverich
----------------------
David K. Leverich
Vice President
<PAGE> 4
Exhibit 7
First Trust of New York, N. A.
Statement of Financial Condition
As of 09/30/96
($000's)
<TABLE>
<CAPTION>
09/30/96
---------
<S> <C>
Assets
Cash and Due From Depository Institutions $ 31,930
Federal Reserve Stock 3,658
Fixed Assets 738
Intangible Assets 81,749
Other Assets 5,710
---------
Total Assets $123,785
---------
Liabilities
Other Liabilities 6,826
---------
Total Liabilities 6,826
Equity
Common and Preferred Stock 1,000
Surplus 120,932
Undivided Profits (4,793)
---------
Total Equity Capital 116,959
Total Liabilities and Equity Capital $ 123,785
=========
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================================================================================
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
First Trust of New York, N. A.
By: /s/ David K. Leverich
-----------------------
Vice President
Date: November 22, 1996
