Filed Pursuant to Rule 424(b)(3)
Registration No. 33-33220
[LOGO] CHASE
THE CHASE MANHATTAN CORPORATION
DIVIDEND REINVESTMENT PLAN
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The Dividend Reinvestment Plan (the "Plan") of The Chase Manhattan
Corporation (formerly known as Chemical Banking Corporation) (the "Company")
provides each holder of record of the Company's Common Stock, $1 par value per
share ("Common Stock"), preferred stock and depositary receipts for preferred
stock with a simple and convenient method of investing the cash dividends
received on such securities in shares of the Company's Common Stock without
payment of any brokerage commission or service charge, at a price equal to 100%
of an average of certain market values thereof.
Reference is made to "Dividends and Price Range of Common Stock" herein for
details as to recent market prices of the Company's Common Stock.
This Prospectus relates to the shares of the Company's Common Stock
registered for sale under the Plan. It is suggested that this Prospectus be
retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus in
connection with the offer described in this Prospectus and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or solicitation of an offer to buy any securities offered hereby in any
jurisdiction in which it is not lawful or to any person to whom it is not lawful
to make any such offer or solicitation. Neither the delivery of this Prospectus
nor any sales made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof or since the date of any documents incorporated herein by
reference.
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The date of this Prospectus is April 26, 1996
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information 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, and Seven World Trade Center, 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.
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 Current Reports on Form 8-K dated January 12, 1996,
January 18, 1996, January 19, 1996, February 6, 1996, March 25, 1996, March
31, 1996 and April 16, 1996; and
(c) The description of the Common Stock set forth in the Company's
Registration Statement filed pursuant to Section 12 of the Exchange Act and
any amendment or report filed for the purpose of updating that description.
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 shares of Common Stock 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 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. $").
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THE COMPANY
The Company is a bank holding company organized under the laws of Delaware
in 1968 and registered under the Bank Holding Company Act of 1956, as amended.
On March 31, 1996, The Chase Manhattan Corporation ("Old Chase") merged with and
into the Company (the "Merger") and the Company changed its name to "The Chase
Manhattan Corporation." As a result of the Merger with Old Chase, the Company
has become the largest banking institution in the United States, with over $300
billion in assets and $20 billion in stockholders' equity.
The principal bank subsidiaries of the Company are currently The Chase
Manhattan Bank (National Association), a national banking association ("Chase
Bank"), Chemical Bank, a New York banking corporation ("Chemical Bank"), and
Texas Commerce Bank National Association, a subsidiary of Texas Commerce Equity
Holdings, Inc., a Delaware holding company subsidiary of the Company. Chase Bank
and Chemical Bank have entered into an agreement pursuant to which Chase Bank
will merge with and into Chemical Bank, with Chemical Bank continuing as the
surviving corporation in the bank merger under the name "The Chase Manhattan
Bank". The bank merger is expected to be completed in July 1996.
The principal executive offices of the Company are located at 270 Park
Avenue, New York, New York 10017. The telephone number of the Company is (212)
270-6000.
THE PLAN
The following, in question and answer form, are the provisions of the Plan
of the Company as in effect as of April 26, 1996.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN? The primary purpose of the Plan is to
provide holders of record of the Company's Common Stock and Other Eligible
Securities (as defined below) with a simple and convenient method of investing
the cash dividends received on such securities in shares of the Company's Common
Stock, without payment of any brokerage commission or service charge. To the
extent shares of Common Stock acquired under the Plan are purchased directly
from the Company, and not in the open market (see Question 11 below), the
Company will receive additional funds for general corporate purposes, including
investments in, or extensions of credit to, the Company's bank and nonbank
subsidiaries.
As of the date hereof, "Other Eligible Securities" of the Company consist of
the following securities of the Company:
(i) the 10.96% Preferred Stock, stated value $25.00 per share (the "10.96%
Preferred");
(ii) the 8 3/8% Preferred Stock, stated value $25.00 per share (the "8 3/8%
Preferred");
(iii) the 7.92% Cumulative Preferred Stock, stated value $100.00 per share
(the "7.92% Preferred"), evidenced by Depositary Receipts each representing
one-quarter of a share of the 7.92% Preferred;
(iv) the 7.58% Cumulative Preferred Stock, stated value $100.00 per share
(the "7.58% Preferred"), evidenced by Depositary Receipts each representing
one-quarter of a share of the 7.58% Preferred;
(v) the 7 1/2% Cumulative Preferred Stock, stated value $100.00 per share
(the "7 1/2% Preferred"), evidenced by Depositary Receipts each representing
one-quarter of a share of the 7 1/2% Preferred;
(vi) the Adjustable Rate Cumulative Preferred Stock, Series L, stated value
$100.00 per share (the "Series L Preferred");
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(vii) the 10 1/2% Cumulative Preferred Stock, stated value $25.00 per share
(the "10 1/2 Preferred");
(viii) the 9.76% Cumulative Preferred Stock, stated value $25.00 per share
(the "9.76% Preferred");
(ix) the 10.84% Cumulative Preferred Stock, stated value $25.00 per share
(the "10.84% Preferred");
(x) the 9.08% Cumulative Preferred Stock, stated value $25.00 per share (the
"9.08% Preferred");
(xi) the 8 1/2% Cumulative Preferred Stock, stated value $25.00 per share
(the "8 1/2% Preferred");
(xii) the 8.32% Cumulative Preferred Stock, stated value $25.00 per share
(the "8.32% Preferred");
(xiii) the 8.40% Cumulative Preferred Stock stated value $25.00 per share
(the "8.40% Preferred"); and
(xiv) the Adjustable Rate Cumulative Preferred Stock Series N, stated value
$25.00 per share (the "Series N Preferred").
Upon the issuance by the Company after the date hereof of any series of
preferred stock, or any security convertible into Common Stock, or upon the
issuance by any depository of depositary receipts for any additional shares of
the Company's preferred stock, such preferred stock, convertible securities and
depositary receipts for preferred stock will constitute Other Eligible
Securities.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN? A stockholder of the Company who
elects to participate in the Plan (a "Participant") may:
*Have cash dividends on Common Stock and Other Eligible Securities
automatically reinvested in shares of Common Stock without payment of any
brokerage commission or service charge.
*Enjoy full investment of funds because fractions of shares, as well as
whole shares, will be credited to a Participant's account.
*Take advantage of dollar cost averaging through regular and consistent
stock purchases to seek to produce long-range benefits.
*Avoid the need for safekeeping of certificates for shares of Common
Stock purchased under the Plan through the custodial service described
below.
*Receive a statement of account each calendar quarter, simplifying
personal recordkeeping.
In addition, Participants in the Plan who are holders of record of Common Stock
may elect to:
* have all or only a designated portion of the dividends on such shares
of Common Stock reinvested under the Plan; and/or
* deposit for safekeeping with the Plan Administrator currently held,
and subsequently acquired, certificates representing Common Stock for
addition to the Participant's account under the Plan.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS? Chemical Bank, as Plan
Administrator (the "Plan Administrator"), administers the Plan for Participants,
keeps records, sends statements of account to Participants and performs other
duties relating to the Plan. Inquiries about the Plan should be directed to the
Plan Administrator by telephone at 1-800-758-4651 or by mail to: Chemical Bank,
c/o Chemical Mellon Shareholder Services, L.L.C., Dividend Reinvestment
Department, P.O. Box 750, Pittsburgh, PA 15230-9625.
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COSTS
4. HOW MUCH DOES IT COST TO PARTICIPATE IN THE PLAN? Nothing. Participants
will incur no brokerage commissions or service charges in connection with
purchases of Common Stock made under the Plan. All costs of administration of
the Plan and all fees, commissions, and other expenses incurred in connection
with the purchases of shares of Common Stock under the Plan will be paid by the
Company. Certain expenses will be incurred by a Participant, however, in
connection with the withdrawal of fractional shares from the Plan and in the
event of sales of shares of Common Stock upon withdrawal from the Plan, as more
fully explained at Questions 21 and 22 below.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE? Each holder of record of Common Stock or
of any Other Eligible Securities (any such holder of record being called an
"Eligible Security Holder") is eligible to participate in the Plan.
Upon the issuance by the Company after the date hereof of any additional
shares of Common Stock or any additional series of preferred stock, or any
security convertible into Common Stock, or upon the issuance by any depository
of depositary receipts for any additional series of the Company's preferred
stock, the holders of record thereof will be permitted to participate in the
Plan.
In order to be eligible to participate in the Plan, any person whose Common
Stock or Other Eligible Securities are registered in a name other than his or
her own (e.g., in the name of a broker or nominee) must either become a holder
of record by having such securities transferred into his or her own name or make
appropriate arrangements with his or her nominee. In general, a nominee holding
Common Stock or Other Eligible Securities on behalf of a beneficial owner may
participate in and make elections under the Plan with respect to the Common
Stock or Other Eligible Securities of such beneficial owner in the same manner
as the beneficial owner could (and subject to the same limitations and
conditions that would apply) if such beneficial owner held such Common Stock or
Other Eligible Securities in his or her own name. All nominees or brokers
wishing to participate in the Plan should contact the Dividend Reinvestment
Department of the Plan Administrator at 1-800-758-4651.
In addition, a holder of record of Common Stock may elect to participate in
the Plan by depositing his or her certificates for Common Stock with the Plan
Administrator, whereupon such holder will begin to receive dividend reinvestment
on the shares of Common Stock so deposited.
Once an Eligible Security Holder becomes a Participant in the Plan, he or
she may continue to participate in the Plan as long as he or she holds Common
Stock or Other Eligible Securities of record or is the beneficial owner of at
least one full share of Common Stock held by the Plan Administrator in the
account of the Participant under the Plan.
An Eligible Security Holder's right to participate in the Plan is not
transferable apart from a transfer of his or her Common Stock or Other Eligible
Securities to another person.
6. IS PARTIAL PARTICIPATION POSSIBLE UNDER THE PLAN? Partial participation
is possible with respect to dividends on Common Stock, but not with respect to
dividends on Other Eligible Securities.
A Participant in the Plan who holds Common Stock may elect to have dividends
on all or any whole number of shares of Common Stock registered in such
Participant's name reinvested under the Plan by indicating on the appropriate
Authorization Card (see Question 9) the number of shares of Common Stock as to
which reinvestment of dividends is being authorized. After a Participant makes
an initial election with respect to partial dividend reinvestment on shares of
Common Stock held of record by such Participant, he or she may reduce or
increase the number of shares as to which such dividends are to be
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reinvested by requesting another Authorization Card from the Plan Administrator
and indicating his or her new election on such Authorization Card.
If a Participant elects to have dividends on a class of Other Eligible
Securities reinvested under the Plan, reinvestment of dividends on such class of
Other Eligible Securities must be made with respect to all the shares of such
class of Other Eligible Securities which are registered in the name of such
Participant.
Anyone who holds of record more than one class of Other Eligible Securities
or Common Stock may participate in the Plan with respect to any one or more of
such classes (subject to the limitations and conditions as would apply to any
such class of securities).
A nominee which holds Common Stock or Other Eligible Securities of a
particular class for more than one beneficial owner may participate in the Plan
with respect to such class on behalf of fewer than all such beneficial owners,
and may participate in and make elections under the Plan with respect to such
Common Stock or Other Eligible Securities for any such beneficial owner in the
same manner (and subject to the same limitations and conditions that would
apply) as the beneficial owner could if he or she held such Common Stock or
Other Eligible Securities in his or her own name.
7. HOW DOES AN ELIGIBLE SECURITY HOLDER PARTICIPATE? An Eligible Security
Holder may join the Plan by signing the appropriate Authorization Card (see
Question 9) and returning the appropriate Authorization Card to the Plan
Administrator. Authorization Cards and further information concerning the Plan
may be obtained at any time by written request to Chemical Bank, c/o Chemical
Mellon Shareholder Services, L.L.C., Dividend Reinvestment Department, P.O. Box
750, Pittsburgh, PA 15230-9625.
8. WHEN MAY AN ELIGIBLE SECURITY HOLDER JOIN THE PLAN? An Eligible Security
Holder may join the Plan at any time.
If the appropriate Authorization Card specifying reinvestment of dividends
on Common Stock or on a particular class of Other Eligible Securities is
received by the Plan Administrator on or before the record date established for
payment of a dividend on such class of security, reinvestment will commence with
that dividend payment. Dividend payment dates for Common Stock and for the
various classes of Other Eligible Securities are typically as follows:
COMMON
STOCK OTHER ELIGIBLE SECURITIES
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January 31 March 31
April 30 June 30
July 31 September 30
October 31 December 31
The record date for the Common Stock is generally the sixth day of the month
in which the payment date falls; for each class of Other Eligible Securities the
record date normally precedes the payment date by approximately 15 days. If the
appropriate Authorization Card specifying reinvestment of dividends on the
Common Stock or on a particular class of Other Eligible Securities is received
by the Plan Administrator after the record date established for payment of a
particular dividend on such class of security, reinvestment will commence with
the dividend payment following the next such record date.
9. WHAT DO THE AUTHORIZATION CARDS PROVIDE? Two Authorization Cards are
available for use under the Plan: one that relates solely to Common Stock and
another that relates to Other Eligible Securities. Each Authorization Card
provides for the purchase of shares of Common Stock and directs the Company to
pay to the Plan Administrator for reinvestment in accordance with the Plan the
cash
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dividends on the securities specified by the Participant. An Eligible Security
Holder should request from the Plan Administrator the appropriate Authorization
Card or Cards.
With respect to the Authorization Card relating to Common Stock, a security
holder should indicate whether full or partial dividend reinvestment is elected
and, if partial dividend reinvestment is elected, designate the number of shares
as to which reinvestment of dividends is being elected. In addition, the
Authorization Card relating to Common Stock provides, if elected by the
Participant, for the safekeeping of certificates for Common Stock and authorizes
dividend reinvestment with respect to all shares represented by the certificates
so deposited. A security holder who elects to utilize the safekeeping feature of
the Plan should follow the instructions set forth at Question 10 below.
With respect to the Authorization Card relating to Other Eligible
Securities, a security holder should check the box adjacent to the class of each
security with which he or she intends to participate in the Plan. Reinvestment
of dividends on such class of Other Eligible Securities will be made with
respect to all shares of such class registered in the name of the Participant.
A Participant may change his or her election by written notice to the Plan
Administrator at the address set forth at Question 7 above.
SAFEKEEPING
10. DOES THE PLAN ADMINISTRATOR PROVIDE FOR SAFEKEEPING OF SHARE
CERTIFICATES? Yes. Shares of Common Stock purchased under the Plan are held in
Participants' accounts, protecting them from loss, theft or destruction. Unless
requested by a Participant (see Question 21 below), certificates for shares of
Common Stock purchased under the Plan will not be issued to the Participant.
In addition, Participants in the Plan may deposit their currently held, as
well as any subsequently acquired, certificates for Common Stock in their
accounts for safekeeping with the Plan Administrator. Participants and Eligible
Security Holders who have shares of Common Stock registered in their names and
who wish to utilize the safekeeping feature of the Plan should send the
certificates representing their Common Stock to the Plan Administrator, with the
Authorization Card relating to Common Stock or with a written request that the
shares of Common Stock represented by such certificates be added to their
dividend reinvestment account. Certificates should be sent by registered mail,
return receipt requested, and should be properly insured in order to cover the
bond premium required to replace lost or destroyed certificates. Dividends on
shares of Common Stock represented by certificates deposited for safekeeping in
a Participant's account will be reinvested under the Plan. The safekeeping
feature of the Plan is available for certificates representing Common Stock only
and not for certificates representing any class of Other Eligible Securities.
There is no charge for the safekeeping service of the Plan; costs associated
with the safekeeping of Common Stock certificates are paid for by the Company.
Quarterly statements will show the total number of shares of Common Stock
transferred to a Participant's account as part of this safekeeping feature.
PURCHASES
11. WHAT IS THE SOURCE OF SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN? Shares of Common Stock purchased under the Plan will be purchased, at the
Company's discretion, (i) directly from the Company, in which event such shares
will be either authorized but unissued shares or shares held in the treasury of
the Company, (ii) on the open market, or (iii) by a combination of the
foregoing.
12. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS? The
number of shares of Common Stock to be purchased for the account of a
Participant depends on the amount of dividends
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being invested by such Participant under the Plan and the purchase price of the
shares of Common Stock. Each Participant's account under the Plan will be
credited with the number of shares of Common Stock, including fractions computed
to four decimal places, equal to the aggregate dollar amount of dividends to be
invested by such Participant, divided by the purchase price per share of Common
Stock (see Question 13 below).
13. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE
PLAN? In the case of purchases from the Company of authorized but unissued
shares or shares held in the treasury of the Company, the price will be the
average of the daily high and low sales prices, computed to four decimal places,
of the Common Stock as published in The Wall Street Journal report of the New
York Stock Exchange Composite Tape on the last ten trading days of the month in
which the record date with respect to the applicable dividend occurs (the
"Pricing Period"). If the Common Stock is not traded on the New York Stock
Exchange or other markets included in the composite transactions on any of the
trading days in the Pricing Period, the price for any day on which there was no
trading will be based on reported prices for the most recent preceding day on
which the Common Stock was traded. In the case of purchases of shares of Common
Stock on the open market, the price will be the average purchase price of all
shares of Common Stock purchased for the accounts of all Participants for the
relevant Investment Date (as defined below at Question 14).
14. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN? Purchases
of authorized but unissued shares of Common Stock of the Company and shares of
Common Stock held in the treasury of the Company will be made pursuant to the
Plan on the applicable dividend payment date first occurring on or after the
last day of the Pricing Period (the "Investment Date"). The account of each
Participant under the Plan will be credited on the Investment Date with the
number of shares of Common Stock purchased under the Plan on such Investment
Date.
Purchases of shares of Common Stock on the open market will begin on the
Investment Date and will be completed no later than ninety days from such date
except where completion at a later date is necessary or advisable under any
applicable Federal securities laws. Such open market purchases may be made on
any securities exchange where such shares are traded, in the over-the-counter
market, or by negotiated transactions and may be subject to such terms with
respect to price, delivery and other terms as the Plan Administrator may agree
to. Neither the Company nor any Participant shall have any authority or power to
direct the time or price at which shares of Common Stock may be purchased, or
the selection of the broker or dealer through or from whom such purchases are to
be made. In the event applicable law or the closing of the securities markets
results in a temporary curtailment or suspension of open market purchases of
shares of Common Stock, the Plan Administrator and the Company shall not be
responsible for the inability of the Plan Administrator to make purchases at
such time.
15. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER
THE PLAN? Shares of Common Stock purchased under the Plan will be registered in
the name of a nominee of the Plan Administrator, as agent for the Participants,
and, unless requested by a Participant (see Question 21 below), certificates for
such shares will not be issued to the Participant. The number of shares of
Common Stock credited to a Participant's account under the Plan will be shown on
such Participant's statement of account.
Certificates for any number of whole shares of Common Stock credited to a
Participant's account under the Plan will be issued upon the written request of
such Participant. Any remaining whole and fractional shares of Common Stock will
continue to be credited to the Participant's account. Certificates for fractions
of shares of Common Stock will not be issued. See Question 21 below for
information on the issuance of certificates.
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FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS
16. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN? In the case of shares of Common Stock purchased directly from the Company,
a Participant who reinvests his or her dividends under the Plan will be treated
as receiving a taxable dividend on the Investment Date in an amount equal to the
fair market value of the shares of Common Stock purchased for his or her account
(rather than the amount of the cash dividend otherwise payable to him or her).
"Fair market value" is defined for this purpose as the mean between the high and
low sales prices of the Common Stock on the New York Stock Exchange Composite
Tape on the Investment Date. In the case of shares of Common Stock purchased on
the open market, a Participant will be treated as receiving a taxable dividend
on the dividend payment date equal to the amount of such Participant's cash
dividend used to make such purchases, plus the amount of any brokerage
commissions paid by the Company in connection with such purchases.
A Participant's tax basis for shares of the Company's Common Stock purchased
with reinvested dividends will be equal to the amount treated as a taxable
dividend, as summarized above. A Participant's holding period for tax purposes
for shares of Common Stock purchased under the Plan with reinvested dividends
will commence on the day after the applicable Investment Date in the case of
shares purchased from the Company, and on the day after the shares are credited
to the Participant's account in the case of shares purchased on the open market.
A Participant will not realize taxable income on the receipt of a
certificate for whole shares of Common Stock credited to his or her Plan
account, either upon withdrawal of those shares from such account or upon
termination of the Plan. Taxable gain or loss may be realized, however, when
shares are sold or otherwise disposed of or when a cash payment is received from
the Company for a fractional share withdrawn from a Participant's account.
Generally, any such gain or loss will be measured by the difference between the
amount realized on the disposition and the tax basis of the disposed shares, and
will be capital gain or loss if the shares were held by the Participant as a
capital asset.
The Company will report to Participants and to the Internal Revenue Service
information sufficient to apprise them of the amounts that would constitute
dividend income as described above.
All Participants are urged to consult their own tax advisors to determine
the particular tax consequences of their participation in the Plan.
17. HOW WILL INCOME TAX WITHHOLDING PROVISIONS BE APPLIED TO FOREIGN
PARTICIPANTS? In the case of a foreign Participant whose income is subject to
withholding of Federal income tax, the Company will, for the purpose of
calculating the amount of tax to be withheld, treat such Participant as
receiving the same amount of dividend income as if such Participant were a
domestic Participant as described at Question 16 above. The applicable amount of
tax will be withheld from the foreign Participant's dividend income and only the
net amount thereof will be credited to the Participant's account in shares of
Common Stock.
Regular statements of the Participants' accounts will indicate the amount of
tax withheld. If a foreign Participant believes that the tax has been
erroneously withheld, such Participant may file a claim for refund with the
Internal Revenue Service.
REPORTS TO PARTICIPANTS
18. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS? Each Participant will
receive a quarterly statement of account which will include information
regarding the shares of Common Stock purchased for the account of such
Participant under the Plan during the quarter then ended, as well as the number
of shares of Common Stock deposited, if any, in a Participant's account as part
of the safekeeping features of the Plan. Each fourth quarter statement will show
reinvested dividends and all transactions for the account for the year then
ended. These statements are a record of all purchases of Common
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Stock under the Plan for such year and should be retained for tax purposes. In
addition, each Participant will receive copies of the Company's annual and
quarterly reports to stockholders, proxy statements and information for income
tax reporting purposes.
DISCONTINUATION OF PARTICIPATION IN THE PLAN
19. MAY PARTICIPANTS DISCONTINUE PARTICIPATION IN THE PLAN? There is a great
deal of flexibility built into the Plan concerning the Participant's ability to
discontinue participation.
A Participant may discontinue at any time reinvestment of dividends on
Common Stock or Other Eligible Securities held of record and begin receiving
directly cash dividends on such Common Stock or Other Eligible Securities held
of record by such Participant. The procedures for this action are detailed at
Question 20 below. Dividends on the shares of Common Stock credited to the
Participant's Plan account (whether deposited as part of the safekeeping feature
of the Plan or acquired through dividend reinvestment under the Plan) will
continue to be reinvested unless and until such shares of Common Stock are
withdrawn. The procedures for this action are detailed at Question 21 below.
A Participant may withdraw shares of Common Stock credited to his or her
Plan account (whether deposited as part of the safekeeping feature of the Plan
or acquired through dividend reinvestment under the Plan) and may begin
receiving directly cash dividends on such Common Stock. Alternatively, a
Participant may withdraw shares of Common Stock from his or her Plan account
without discontinuing reinvestment of dividends on such shares of Common Stock.
The procedures for either of these actions are detailed at Question 21 below.
A Participant may, of course, discontinue participation and withdraw from
the Plan entirely at any time.
20. HOW DOES A PARTICIPANT DISCONTINUE DIVIDEND REINVESTMENT ON COMMON STOCK
OR OTHER ELIGIBLE SECURITIES HELD OF RECORD? A Participant may direct the Plan
Administrator in writing at any time to discontinue the reinvestment of
dividends on Common Stock or Other Eligible Securities held of record by such
Participant. This notice should be mailed to the Plan Administrator at the
address set forth at Question 7 above.
If the notice to discontinue reinvestment is received by the Plan
Administrator on or after the record date for a particular dividend payment,
such dividend payment will be reinvested for the Participant's account.
After a Participant discontinues reinvestment of dividends on any class of
Other Eligible Securities held of record, all cash dividends on such class of
Other Eligible Securities will be paid to such Participant by check unless he or
she re-enrolls in the Plan, which an Eligible Security Holder may do at any
time.
A Participant who holds Common Stock of record may elect to discontinue
dividend reinvestment with respect to all or only a portion of the shares of
Common Stock held of record. The procedures for reducing (or increasing) the
number of shares of Common Stock held of record as to which dividend
reinvestment is being elected are set forth at Question 9 above.
A Participant who elects to discontinue the reinvestment of dividends on
Common Stock or Other Eligible Securities held of record by such Participant may
either withdraw the shares of Common Stock credited to his or her Plan account,
as described at Question 21 below, or retain any or all such shares in such
account. Cash dividends on shares of Common Stock retained in a Participant's
Plan account will continue to be reinvested.
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<PAGE>
WITHDRAWAL OF SHARES OF COMMON STOCK FROM PLAN ACCOUNTS
21. HOW DOES A PARTICIPANT WITHDRAW SHARES OF COMMON STOCK FROM SUCH
PARTICIPANT'S PLAN ACCOUNT? A Participant may withdraw all or a portion of the
shares of Common Stock credited to his or her Plan account by notifying the Plan
Administrator in writing to that effect and specifying in the notice the number
of shares of Common Stock to be withdrawn. This notice should be mailed to the
Plan Administrator at the address set forth at Question 7 above. Certificates
for whole shares of Common Stock so withdrawn will be issued. In no case will
certificates for fractional shares be issued. If the notice of withdrawal is
received by the Plan Administrator on or after the record date for a particular
dividend, such dividend will be reinvested for the Participant's account.
After a Participant withdraws shares of Common Stock from such Plan account,
cash dividends on such shares of Common Stock will be reinvested in accordance
with the instructions of the Participant, as described below.
If the Participant has elected full dividend reinvestment on all shares of
Common Stock held of record by such Participant, the cash dividends on the
shares of Common Stock withdrawn from the Plan account will continue to be
reinvested under the Plan. If the Participant has not elected full dividend
reinvestment on all shares of Common Stock held of record by such Participant,
dividend reinvestment will only be made with respect to the number of shares as
to which dividend reinvestment has been elected. A Participant who holds Common
Stock of record may change his or her election with respect to the number of
shares as to which dividend reinvestment is being elected at any time by
submitting an Authorization Card with respect thereto.
A Participant who has only Other Eligible Securities registered in his or
her own name and who withdraws shares of Common Stock from his or her Plan
Account will receive cash dividends on such shares of Common Stock, unless he or
she elects dividend reinvestment on such shares of Common Stock, which such
Participant may do at any time.
In the event a Participant desires to sell the shares of Common Stock to be
withdrawn from his or her Plan account, such Participant may, at his or her
option, request the Plan Administrator in writing to sell such shares. In such
case, certificates for withdrawn shares will not be issued to the Participant,
and the Plan Administrator will, within ten business days after receipt of the
written request, cause such shares to be sold at market rates for the account of
the Participant through a financial institution chosen by the Plan
Administrator. The proceeds of the sale, less brokerage commissions and any
transfer taxes, will be mailed directly to the Participant.
22. WHAT HAPPENS TO ANY FRACTION OF A SHARE WHEN A PARTICIPANT WITHDRAWS ALL
SHARES OF COMMON STOCK FROM THE PLAN ACCOUNT? Any fractional share of Common
Stock withdrawn from a Participant's Plan account will be sold by the Plan
Administrator and a cash payment made for the sale price thereof less brokerage
commissions and any transfer taxes. The net sale proceeds from any fractional
share, together with the certificates for whole shares, will be mailed directly
to the Participant.
23. WHAT HAPPENS TO A PARTICIPANT'S PLAN ACCOUNT IF ALL COMMON STOCK OR
OTHER ELIGIBLE SECURITIES IN THE PARTICIPANT'S OWN NAME ARE TRANSFERRED OR
SOLD? If all Common Stock or Other Eligible Securities registered in a
Participant's name are transferred or sold, the Plan Administrator will continue
to reinvest the dividends on the shares of Common Stock credited to such
Participant's Plan account unless such shares are withdrawn from such account as
described at Question 21 above.
OTHER INFORMATION
24. WHAT HAPPENS IF THE COMPANY HAS A COMMON STOCK RIGHTS OFFERING, ISSUES A
STOCK DIVIDEND OR DECLARES A COMMON STOCK SPLIT? If a Participant is entitled to
participate in a rights offering, his or her entitlement will be based upon the
Participant's total holdings, i.e., the shares registered in the Participant's
name as well as the shares (including fractional shares) credited to the
Participant's Plan
11
<PAGE>
account. Any shares of Common Stock distributed as a result of a stock dividend
or stock split by the Company on shares credited to a Participant's Plan account
will be added to the Participant's Plan account.
25. WHAT HAPPENS UPON CONVERSION OF A PARTICIPANT'S CONVERTIBLE OTHER
ELIGIBLE SECURITIES? When a Participant's convertible Other Eligible Securities
are converted into Common Stock, the dividends from such Common Stock will not
be reinvested, unless such Participant is already a holder of record of Common
Stock and such Participant has elected full dividend reinvestment under the
Plan, or a new Authorization Card therefor is submitted. Dividends on shares of
Common Stock previously credited to a Participant's Plan account will continue
to be reinvested unless and until such Participant withdraws the shares credited
to such Participant's Plan account as described at Question 21 above.
26. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT A MEETING OF
STOCKHOLDERS? All shares of Common Stock credited to a Participant's Plan
account will be voted as directed by the Participant.
A proxy card will be sent to each Participant in connection with any annual
or special meeting of stockholders as in the case of stockholders not
participating in the Plan. This proxy will apply to all whole shares of Common
Stock registered in the Participant's own name, if any, as well as to all whole
shares of Common Stock credited to the Participant's account under the Plan.
As in the case of nonparticipating shareholders, if no instructions are
indicated on a properly signed and returned proxy card, all of the Participant's
whole shares of Common Stock--those registered in his or her name, if any, and
those credited to such Participant's account under the Plan--will be voted in
accordance with recommendations of the Company's Board of Directors or, if the
Board of Directors has not made a recommendation, as determined by the proxies
pursuant to their discretionary authority. If the proxy card is not returned or
is returned unsigned, the Participant's shares of Common Stock will not be voted
unless a properly signed proxy card is thereafter returned to the Company or if
the Participant or a duly authorized representative votes in person at the
meeting.
27. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE PLAN ADMINISTRATOR
UNDER THE PLAN? Neither the Company nor Chemical Bank, as Plan Administrator,
will be liable for any act done in good faith or for any good faith omission to
act, including, without limitation, any claim of liability arising out of
failure to terminate a Participant's Plan account upon such Participant's death,
or with respect to the prices at which shares of Common Stock are purchased or
sold for the Participant's Plan account, the times when such purchases or sales
are made or any fluctuation in market value of the Common Stock.
Participants should recognize that neither the Company nor the Plan
Administrator can provide any assurance of a profit or any protection against
loss on shares of Common Stock purchased under the Plan.
28. MAY THE PLAN BE CHANGED OR DISCONTINUED? While the Company hopes to
continue the Plan indefinitely, the Company reserves the right to suspend,
terminate or modify the Plan at any time. Participants will be notified of any
such suspension, termination or modification. Upon termination of the Plan,
certificates for whole shares of Common Stock credited to Participant's account
will be issued and a cash payment will be made for any fraction of a share of
Common Stock that had been credited to a Participant's account. The Company also
reserves the right to terminate the participation of any Participant at any
time.
In the event the Company hereafter terminates the Plan and establishes
another dividend reinvestment plan, unless notice is received to the contrary,
each Participant in the Plan will be automatically enrolled in such other
dividend reinvestment plan and shares of Common Stock credited to his or her
account under the Plan will be automatically credited to such other dividend
reinvestment plan.
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USE OF PROCEEDS
The Company does not know the number of shares of Common Stock that will be
sold under the Plan, or the prices thereof, but the Company intends to add the
proceeds it receives from its sales of newly issued shares of Common Stock and
treasury shares to its general funds. Such proceeds will be available for
general corporate purposes, including investments in, or extensions of credit
to, the Company's banking and nonbanking subsidiaries. The Company is unable to
estimate the amount of the proceeds which will be devoted to any specific
purpose.
DIVIDENDS AND PRICE RANGE OF COMMON STOCK
For the years 1991 through 1995, the Company paid total cash dividends per
share of Common Stock of $1.00, $1.19, $1.29, $1.58 and $1.88, respectively. On
March 19, 1996, the Board of Directors of the Company increased the quarterly
cash dividend on the Common Stock to $0.56 per share.
Future dividends will be determined by the Company's Board of Directors in
light of the earnings and financial condition of the Company and its
subsidiaries and other factors, including applicable government regulations.
The Company's Common Stock is listed on the New York Stock Exchange. The
following table sets forth, for the periods indicated, the high and low sales
prices per share of the Common Stock on the New York Stock Exchange-Composite
Tape.
<TABLE>
<CAPTION>
CALENDAR PERIOD HIGH LOW
- --------------- ---- ---
<S> <C> <C>
1994:
First Quarter............................................ 42 1/8 34 1/2
Second Quarter........................................... 40 7/8 33 7/8
Third Quarter............................................ 40 34 7/8
Fourth Quarter........................................... 38 5/8 33 5/8
1995:
First Quarter............................................ 40 7/8 35 3/4
Second Quarter........................................... 48 3/4 37 1/2
Third Quarter............................................ 61 5/8 46 1/4
Fourth Quarter........................................... 64 7/8 53 7/8
1996:
First Quarter............................................ 73 1/2 52 1/8
Second Quarter (through April 23, 1996).................. 74 3/8 65 1/4
</TABLE>
The last reported sale price of the Common Stock on the New York Stock
Exchange on April 23, 1996 was $67 1/8 per share.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
The following summary does not purport to be complete and is subject in all
respects to the applicable provisions of the Delaware General Corporation Law
(the "DGCL"), the Company's Restated Certificate of Incorporation (the
"Charter"), including the certificates of designations pursuant to which each
series of preferred stock, par value $1.00 per share, of the Company (the
"Preferred Stock") were issued. On January 18, 1996, the Company's Board of
Directors announced its decision to redeem all rights (the "Rights") issued
pursuant to the Rights Agreement, dated as of April 13, 1989 and amended on July
15, 1991 and August 27, 1995 (as so amended, the "Rights Agreement") through the
payment of the redemption price of $0.01 per Right on April 30, 1996 with
respect to each Right outstanding as of the close of business on the record date
of April 4, 1996. Upon payment of the redemption price, no Rights will
thereafter be deemed to be attached to the Common Stock then outstanding or
thereafter issued and all of the rights and obligations of the Company and its
stockholders pursuant to the Rights Agreement will terminate.
COMMON STOCK
The Company is authorized to issue up to 750,000,000 shares of Common Stock.
As of December 31, 1995, on a pro forma basis assuming the Merger had occurred
as of such date, the Company had outstanding 435,004,450 shares of Common Stock,
22,583,225 shares held in its treasury and approximately 51,000,000 shares of
Common Stock reserved for issuance under various employee and
non-employee-director incentive, compensation and stock purchase and option
plans and under the Company's Dividend Reinvestment Plan. In addition,
approximately 2,200,000 shares are reserved for issuance upon exercise of
outstanding warrants to purchase Common Stock.
Holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors of the Company, out of funds legally
available therefor, provided that, so long as any shares of preferred stock are
outstanding, no dividends (other than dividends payable in Common Stock) or
other distributions (including redemptions and purchases) may be made with
respect to the Common Stock unless full cumulative dividends on the shares of
preferred stock have been paid.
Subject to the rights, if any, of the holders of any series of preferred
stock, all voting rights are vested in the holders of shares of Common Stock,
each share being entitled to one vote on each matter presented for a vote,
including the election of directors. Holders of shares of Common Stock have
noncumulative voting rights, which means that the holders of more than 50% of
the shares voting for the election of directors can elect 100% of the directors,
and, in such event, the holders of the remaining shares voting for the election
of directors will not be able to elect any directors.
In the event of the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, after there have been paid or set aside for
the holders of all series of preferred stock the full preferential amounts to
which such holders are entitled, the holders of Common Stock will be entitled to
share equally and ratably in any assets remaining after the payment of all debts
and liabilities.
The issued and outstanding shares of Common Stock are fully paid and
nonassessable. Holders of shares of Common Stock are not entitled to preemptive
rights. Shares of Common Stock are not convertible into shares of any other
class of capital stock.
Chemical Mellon Shareholder Services, L.L.C. is the transfer agent,
registrar and dividend disbursement agent for the Common Stock.
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<PAGE>
PREFERRED STOCK
Under the Charter, the Board of Directors of the Company is authorized,
without further stockholder action, to provide for the issuance of up to
200,000,000 shares of preferred stock, in one or more series, with such voting
powers and with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions, as shall be set forth in resolutions providing for the issue
thereof adopted by the Company's Board of Directors or a duly authorized
committee thereof. The Company may amend from time to time the Charter to
increase the number of authorized shares of preferred stock in the manner
provided in the Charter and the DGCL.
As of April 26, 1996, the Company had outstanding fourteen series of
Preferred Stock as follows: (i) 4,000,000 shares of 10.96% Preferred; (ii)
14,000,000 shares of 8 3/8% Preferred; (iii) 2,000,000 shares of 7.92%
Preferred; (iv) 2,000,000 shares of 7.58% Preferred; (v) 2,000,000 shares of 7
1/2% Preferred; (vi) 2,000,000 shares of Series L Preferred (vii) 5,600,000
shares of 10 1/2% Preferred; (viii) 4,000,000 shares of 9.76% Preferred; (ix)
8,000,000 shares of 10.84% Preferred; (x) 6,000,000 shares of 9.08% Preferred;
(xi) 6,800,000 shares of 8 1/2% Preferred; (xii) 9,600,000 shares of 8.32%
Preferred; (xiii) 6,900,000 shares of 8.40% Preferred; and (xiv) 9,100,000
shares of Series N Preferred. The shares of 7.92% Preferred, 7.58% Preferred and
7 1/2% Preferred are represented by depositary shares ("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 referred to in clauses (vii)
through (xiv) are sometimes referred to below as the "Merger Preferred Stock."
Each series of Preferred Stock ranks on a parity as to dividends with each
other series of Preferred Stock and all such series have a preference over the
Common Stock with respect to the payment of dividends. Holders of Preferred
Stock of each series are entitled to receive, when, as and if declared by the
Company's Board of Directors, out of assets of the Company legally available
therefor, cumulative cash dividends. The amounts of the cumulative dividends on
the Series L Preferred and the Series N Preferred vary with the interest rates
on certain U.S. Government obligations.
Each series of Preferred Stock ranks on a parity with each other series of
Preferred Stock as to the distribution of assets in the event of a liquidation,
dissolution or winding up of the Company, and all such series have a preference
over the Common Stock with respect to any such distribution of assets. In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company, the holders of each series of Preferred Stock will be entitled to
receive out of assets of the Company available for distribution to stockholders,
before any distribution of assets is made to holders of Common Stock or any
other class of stock ranking junior to such series of Preferred Stock upon
liquidation, liquidating distributions as follows: (i) the holders of 7.92%
Preferred, 7.58% Preferred, 7 1/2% Preferred and Series L Preferred are each
entitled to receive a distribution of $100 per share plus, in each case, accrued
and unpaid dividends, if any; and (ii) the holders of each other series of
Preferred Stock are each entitled to receive a distribution of $25 per share
plus, in each case, accrued and unpaid dividends, if any.
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<PAGE>
Each series of Preferred Stock is redeemable at the option of the Company in
each case at a redemption price equal to its liquidation value, plus accrued and
unpaid dividends thereon, if any, to the date fixed for redemption, as follows:
SERIES OF PREFERRED REDEEMABLE ON
STOCK OR AFTER
--------------------- -------------------
10.96% Preferred June 30, 2000
8 3/8% Preferred June 1, 1997
7.92% Preferred October 1, 1997
7.58% Preferred April 1, 1998
7 1/2% Preferred June 1, 1998
Series L Preferred June 30, 1999
10 1/2% Preferred September 30, 1998
9.76% Preferred September 30, 1999
10.84% Preferred June 30, 2001
9.08% Preferred March 31, 1997
8 1/2% Preferred June 30, 1997
8.32% Preferred September 30, 1997
8.40% Preferred March 31, 1998
Series N Preferred June 30, 1999
If at the time of any annual meeting of the Company's stockholders the
equivalent of six quarterly dividends payable on any series of Preferred Stock
are in default, the number of directors of the Company will be increased by two
and the holders of all outstanding series of Preferred Stock, voting as a single
class without regard to series, will be entitled to elect those additional two
directors at each such annual meeting.
The affirmative vote or consent of the holders of at least two-thirds of the
outstanding shares of any series of Pre-Merger Preferred Stock, voting as a
separate class, is required for any amendment of the Charter which would
adversely affect the powers, preferences, privileges or rights of such series of
Pre-Merger Preferred Stock. The affirmative vote or consent of the holders of
shares representing at least two-thirds of the voting power of the outstanding
shares of any series of Pre-Merger Preferred Stock and any other series of
Preferred Stock ranking on a parity with such series of Pre-Merger Preferred
Stock as to dividends or upon liquidation, voting as a single class without
regard to series, is required to authorize or issue, or reclassify any stock of
the Company into, any additional class or series of stock ranking prior to such
series of Pre-Merger Preferred Stock as to dividends or upon liquidation, or to
create, authorize or issue any obligation or security convertible into or
exercisable for any such prior ranking Preferred Stock.
Each series of Merger Preferred Stock provides that the affirmative vote or
consent of the holders of at least two-thirds of the outstanding shares of each
series of Preferred Stock voting as a separate class, will be required (a) to
create any class or series of stock which shall have preference as to dividends
or distribution of assets over any outstanding series of Preferred Stock other
than a series which shall not have any right to object to such creation or (b)
alter or change the provisions of the Charter so as to adversely affect the
voting powers, preferences or special rights of the holders of a series of
Preferred Stock; provided that such amendment need only be approved by at least
two-thirds of the holders of shares of all series of Preferred Stock adversely
affected thereby.
No series of Preferred Stock is convertible into shares of Common Stock or
other securities. No series of Preferred Stock is subject to preemptive rights.
Chemical Mellon Shareholder Services, L.L.C. is the transfer agent, registrar
and dividend disbursement agent for the Preferred Stock and any Depositary
Shares representing an interest therein.
16
<PAGE>
EXPERTS
The financial statements 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) 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.
INDEMNIFICATION
The Restated Certificate of Incorporation and By-Laws of the Company provide
for indemnification of the Company's directors, officers, employees and agents
to the fullest extent permitted by Delaware law. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions or otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in that
Act and is therefore unenforceable.
17
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[LOGO] CHASE
TABLE OF CONTENTS
PAGE
----
Available Information.......... 2
Incorporation of Certain
Documents by Reference....... 2
THE CHASE MANHATTAN
The Company.................... 3 CORPORATION
The Plan....................... 3
Purpose...................... 3
Advantages................... 4
Administration............... 4
Costs........................ 5
Participation................ 5
Safekeeping.................. 7
DIVIDEND
Purchases.................... 7
REINVESTMENT
Federal Income Tax
Consequences to PLAN
Participants............... 9
Reports to Participants...... 9
Discontinuation of
Participation in the Plan.. 10
Withdrawal of Shares of
Common Stock from Plan
Accounts................... 11
Other Information............ 11
Use of Proceeds................ 13
Dividends and Price Range of
Common Stock.................. 13 PROSPECTUS
Description of Capital
Stock........................ 14
Common Stock................. 14
Preferred Stock.............. 15
Experts........................ 17
Indemnification................ 17
DATED APRIL 26, 1996
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