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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Chemical Banking Corporation (To Be Renamed The Chase Manhattan Corporation)
(Exact name of registrant as specified in its charter)
Delaware 13-2624428
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
270 Park Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. / /
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check the following box. / /
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Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
10-1/2% Cumulative Preferred Stock New York Stock Exchange, Inc.
9.76% Cumulative Preferred Stock New York Stock Exchange, Inc.
10.84% Cumulative Preferred Stock New York Stock Exchange, Inc.
9.08% Cumulative Preferred Stock New York Stock Exchange, Inc.
8-1/2% Cumulative Preferred Stock New York Stock Exchange, Inc.
8.32% Cumulative Preferred Stock New York Stock Exchange, Inc.
8.40% Cumulative Preferred Stock New York Stock Exchange, Inc.
Adjustable Rate Cumulative New York Stock Exchange, Inc.
Preferred Stock, Series N
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Securities to be registered pursuant to Section 12(g) of the Act:
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None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The series of preferred stock of Chemical Banking Corporation
(the "Registrant") to be registered hereunder (collectively, the "Merger
Preferred Stock") are as follows: the 10-1/2% Cumulative Preferred Stock (the
"10-1/2% Preferred"), the 9.76% Cumulative Preferred Stock (the "9.76%
Preferred"), the 10.84% Cumulative Preferred Stock (the "10.84% Preferred"), the
9.08% Cumulative Preferred Stock (the "9.08% Preferred"), the 8- 1/2% Cumulative
Preferred Stock (the "8-1/2% Preferred"), the 8.32% Cumulative Preferred Stock
(the "8.32% Preferred"), the 8.40% Cumulative Preferred Stock (the "8.40%
Preferred") and the Adjustable Rate Cumulative Preferred Stock, Series N (the
"Series N Preferred").
Effective March 31, 1996, The Chase Manhattan Corporation
("Chase") will merge with and into the Registrant. The Registrant will be the
surviving corporation in such merger and will continue its corporate existence
under Delaware law under the name "The Chase Manhattan Corporation." In
connection with such merger, (i) each share of Preferred Stock, 10-1/2% Series
G, of Chase will be converted into one share of 10-1/2% Preferred; (ii) each
share of Preferred Stock, 9.76% Series H, of Chase will be converted into one
share of 9.76% Preferred; (iii) each share of Preferred Stock, 10.84% Series I,
of Chase will be converted into one share of 10.84% Preferred; (iv) each share
of Preferred Stock, 9.08% Series J, of Chase will be converted into one share of
9.08% Preferred; (v) each share of Preferred Stock, 8-1/2% Series K, of Chase
will be converted into one share of 8-1/2% Preferred; (vi) each share of
Preferred Stock, 8.32% Series L, of Chase will be converted into one share of
8.32% Preferred; (vii) each share of Preferred Stock, 8.40% Series M, of Chase
will be converted into one share of 8.40% Preferred; and (viii) each share of
Preferred Stock, Adjustable Rate Series N, of Chase will be converted into one
share of Series N Preferred.
A description of the Merger Preferred Stock is set forth under
the captions "Description of Capital Stock -- Description of Chemical Existing
Preferred Stock" and "-- Description of Chemical Merger Preferred Stock" in the
Joint Proxy Statement/Prospectus dated October 31, 1995 included in the
Registration Statement of Chemical Banking Corporation on Form S- 4
(Registration No. 33-63833) and is incorporated herein by reference.
ITEM 2. EXHIBITS.
1 Restated Certificate of Incorporation of Chemical Banking
Corporation (incorporated by reference to Exhibit 3.1 of the
Annual Report on Form 10-K dated December 31, 1993 of Chemical
Banking Corporation)
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2 Certificate of Designations of the Adjustable Rate Cumulative
Preferred Stock, Series L, of Chemical Banking Corporation
(incorporated by reference to Exhibit 2 of the Registration
Statement on Form 8-A dated June 6, 1994 of Chemical Banking
Corporation)
3 Form of Restated Certificate of Incorporation of Chemical
Banking Corporation (incorporated by reference to Exhibit 5
of the Registration Statement on Form 8-A dated March 13, 1996
of Chemical Banking Corporation (with respect to common stock
subscription warrants))
4 By-laws of Chemical Banking Corporation, as amended
(incorporated by reference to Exhibit 3.2 of the Annual Report
on Form 10-K dated December 31, 1993 of Chemical Banking
Corporation)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
CHEMICAL BANKING CORPORATION
(To Be Renamed The Chase
Manhattan Corporation)
DATED: March 13, 1996 By: /s/ John B. Wynne
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Name: John B. Wynne
Title: Secretary
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description Page No.
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<S> <C> <C>
1 Restated Certificate of Incorporation
of Chemical Banking Corporation
(incorporated by reference to Exhibit
3.1 of the Annual Report on Form 10-K
dated December 31, 1993 of Chemical
Banking Corporation)
2 Certificate of Designations of the
Adjustable Rate Cumulative Preferred
Stock, Series L, of Chemical Banking
Corporation (incorporated by
reference to Exhibit 2 of the
Registration Statement on Form 8-A
dated June 6, 1994 of Chemical Banking
Corporation)
3 Form of Restated Certificate of Incorporation of
Chemical Banking Corporation (incorporated by
reference to Exhibit 5 of the Registration
Statement on Form 8-A dated March 13, 1996
of Chemical Banking Corporation (with respect to
common stock subscription warrants))
4 By-laws of Chemical Banking Corporation,
as amended (incorporated by reference to
Exhibit 3.2 of the Annual Report on Form
10-K dated December 31, 1993 of Chemical
Banking Corporation)
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