<PAGE> 1
As filed with the Securities and Exchange Commission on March 29, 1996
Registration No. 33-63833
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1 ON
FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4 UNDER
THE SECURITIES ACT OF 1933
------------------------
CHEMICAL BANKING CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-2624428
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
</TABLE>
270 Park Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
------------------------
THE CHASE MANHATTAN 1982 LONG-TERM INCENTIVE PLAN
THE CHASE MANHATTAN 1987 LONG-TERM INCENTIVE PLAN
THE CHASE MANHATTAN 1994 LONG-TERM INCENTIVE PLAN
THE CHASE MANHATTAN STOCK OPTION PROGRAM FOR EMPLOYEES
(Full Title of the Plans)
William H. McDavid, Esq.
Chemical Banking Corporation
270 Park Avenue, New York, New York 10017
(Name and address of agent for service)
(212) 270-6000
(Telephone number, including area code,
of agent for service)
Copies to:
<TABLE>
<S> <C>
Peter J. Tobin Jeremiah Thomas, Esq.
Chemical Banking Corporation Simpson Thacher & Bartlett
270 Park Avenue 425 Lexington Avenue
New York, New York 10017 New York, New York 10017
</TABLE>
------------------------
This Post-Effective Amendment covers shares of Common Stock, par value $1.00 per
share (including Junior Participating Preferred Stock purchase rights), of the
Registrant originally registered on the Registration Statement on Form S-4 (the
"Registration Statement") to which this Post-Effective Amendment is an
amendment. The registration fees in respect of the securities registered
hereby were paid at the time of the original filing of the Registration
Statement.
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PART I
Item 1. Plan Information
Not required to be filed with this Post-Effective Amendment.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Post-Effective Amendment.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
by Chemical Banking Corporation (the "Company") are incorporated herein
by reference:
(i) The Company's Registration Statement on Form S-4 (Reg.
No. 33-63833), excluding any documents incorporated by reference therein;
(ii) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(iii) The Company's Current Reports on Form 8-K dated January 12,
1996, January 18, 1996, January 19, 1996, February 5, 1996 and
March 25, 1996; and
(iv) The description of the Common Stock, par value $1.00 per share
("Common Stock"), of the Company and the purchase rights for units of
Junior Participating Preferred Stock set forth in the Company's
registration statements filed pursuant to Section 12 of the Exchange Act
and any amendment or report filed for the purpose of updating such
descriptions.
All documents subsequently filed by the Company and pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
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
Registration Statement 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 Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. 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
<PAGE> 3
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 Company 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
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.
The Company's Restated Certificate of Incorporation empowers the Company
to indemnify any director, officer, employee or agent of the Company or any
other person who is serving at the Company'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 Company's Restated Certificate of Incorporation also empowers the
Company 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 Company or any other person who is serving at the
Company'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 Company 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 Company'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
Company or, at the request of the Company, 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 Company and entitle them to have all expenses
incurred in advance of the final disposition of a proceeding paid by the
Company. 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 Company's By-laws also provide that the Company may enter into
contracts with any director, officer, employee or agent of the Company 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.
2
<PAGE> 4
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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<S> <C>
4.1 Restated Certificate of Incorporation of Chemical Banking Corporation
(incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K
dated December 31, 1993 of Chemical Banking Corporation)
4.2 Certificate of Designations of the Adjustable Rate Cumulative Preferred Stock,
Series L, of Chemical Banking Corporation (incorporated by reference to Exhibit
2 of the Registration Statement on Form 8-A of Chemical Banking Corporation
dated June 6, 1994)
4.3 By-Laws of Chemical Banking Corporation, as amended (incorporated by reference
to Exhibit 3.2 of the Annual Report on Form 10-K dated December 31, 1993 of
Chemical Banking Corporation)
4.4 Rights Agreement, dated as of April 13, 1989, between Chemical Banking
Corporation and Chemical Bank (as successor rights agent to Harris Trust
Company of New York) (incorporated by reference to Exhibit 4 to the
Registration Statement on Form 8-A of Chemical Banking Corporation dated April
13, 1989)
4.5 Form of Restated Certificate of Incorporation of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 5 of the Registration
Statement on Form 8-A dated March 13, 1996 of Chemical Banking Corporation
(with respect to common stock subscription warrants))
5 Opinion of Simpson Thacher & Bartlett regarding the legality of securities
being issued
23.1 Consent of Price Waterhouse as to the financial statements of Chemical Banking
Corporation
23.2 Consent of Simpson Thacher & Bartlett (contained in Exhibit 5)
24 Powers of Attorney (incorporated by reference to Exhibit 24 of the Registration
Statement on Form S-4 (Registration No. 33-63833) of Chemical Banking
Corporation)
</TABLE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
provided, however, that paragraphs (a)(1)(i) and (a)(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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
3
<PAGE> 5
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such posteffective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
4
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York City, State of New York, on March 29,
1996.
CHEMICAL BANKING CORPORATION
By /s/ John B. Wynne
--------------------------
(John B. Wynne, Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
* Chairman, Chief Executive March 29, 1996
- ---------------------------------------- Officer and Director
Walter V. Shipley (Principal Executive Officer)
* President and Director March 29, 1996
- ----------------------------------------
Edward D. Miller
* Director March 29, 1996
- ----------------------------------------
Frank A. Bennack, Jr.
* Director March 29, 1996
- ----------------------------------------
Michel C. Bergerac
* Director March 29, 1996
- ----------------------------------------
Randolph W. Bromery
* Director March 29, 1996
- ----------------------------------------
Charles W. Duncan, Jr.
* Director March 29, 1996
- ----------------------------------------
Melvin R. Goodes
* Director March 29, 1996
- ----------------------------------------
George V. Grune
* Director March 29, 1996
- ----------------------------------------
William B. Harrison, Jr.
* Director March 29, 1996
- ----------------------------------------
Harold S. Hook
</TABLE>
5
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
* Director March 29, 1996
- ----------------------------------------
Helene L. Kaplan
* Director March 29, 1996
- ----------------------------------------
J. Bruce Llewellyn
* Director March 29, 1996
- ----------------------------------------
John P. Mascotte
* Director March 29, 1996
- ----------------------------------------
John F. McGillicuddy
* Director March 29, 1996
- ----------------------------------------
Andrew C. Sigler
* Director March 29, 1996
- ----------------------------------------
Michael I. Sovern
* Director March 29, 1996
- ----------------------------------------
John R. Stafford
* Director March 29, 1996
- ----------------------------------------
W. Bruce Thomas
* Director March 29, 1996
- ----------------------------------------
Marina v.N. Whitman
* Director March 29, 1996
- ----------------------------------------
Richard D. Wood
* Executive Vice President March 29, 1996
- ---------------------------------------- and Chief Financial Officer
Peter J. Tobin (Principal Financial Officer)
* Controller March 29, 1996
- ---------------------------------------- (Principal Accounting Officer)
Joseph L. Sclafani
</TABLE>
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* John B. Wynne hereby signs this Post-Effective Amendment on March 29, 1996, on
behalf of each of the above-named Directors and Officers of the Registrant
above whose typed names asterisks appear, pursuant to powers of attorney duly
executed by such Directors and Officers and filed with the Securities and
Exchange Commission as exhibits to this Post-Effective Amendment.
/s/ John B. Wynne
--------------------------------------
John B. Wynne
Attorney-in-fact
6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page No.
- ------ ----------------------------------------------------------------------- --------
<C> <C> <S> <C>
4.1 -- Restated Certificate of Incorporation of Chemical Banking Corporation
(incorporated by reference to Exhibit 3.1 of the Annual Report on
Form 10-K dated December 31, 1993 of Chemical Banking Corporation)
4.2 -- Certificate of Designations of the Adjustable Rate Cumulative Preferred
Stock, Series L, of Chemical Banking Corporation (incorporated by
reference to Exhibit 2 of the Registration Statement on Form 8-A of
Chemical Banking Corporation dated June 6, 1994)
4.3 -- By-Laws of Chemical Banking Corporation, as amended (incorporated by
reference to Exhibit 3.2 of the Annual Report on Form 10-K dated
December 31, 1993 of Chemical Banking Corporation)
4.4 -- Rights Agreement, dated as of April 13, 1989, between Chemical Banking
Corporation and Chemical Bank (as successor rights agent to Harris
Trust Company of New York) (incorporated by reference to Exhibit 4 to
the Registration Statement on Form 8-A of Chemical Banking
Corporation dated April 13, 1989)
4.5 -- Form of Restated Certificate of Incorporation of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 5 of the
Registration Statement on Form 8-A dated March 13, 1996 of Chemical
Banking Corporation (with respect to common stock subscription
warrants))
5 -- Opinion of Simpson Thacher & Bartlett regarding the legality of
securities being issued
23.1 -- Consent of Price Waterhouse as to financial statements of Chemical
Banking Corporation
23.2 -- Consent of Simpson Thacher & Bartlett (contained in Exhibit 5)
24 -- Powers of Attorney (incorporated by reference to Exhibit 24 of the
Registration Statement on Form S-4 (Registration No. 33-63833) of
Chemical Banking Corporation)
</TABLE>
<PAGE> 1
Exhibit 5
[Simpson Thacher & Bartlett Letterhead]
March 29, 1996
Chemical Banking Corporation
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
We have acted as counsel to Chemical Banking Corporation, a Delaware
corporation (the "Company"), in connection with Post-Effective Amendment No. 1
on Form S-8 to the Registration Statement on Form S-4 (Registration No.
33-63833) of the Company (the "Registration Statement"), filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to up to 13,904,771 shares (the "Shares") of Common Stock,
par value $1.00 per share, of the Company to be issued by the Company pursuant
to (i) The Chase Manhattan 1982 Long-Term Incentive Plan (the "1982 Plan"),
(ii) The Chase Manhattan 1987 Long-Term Incentive Plan (the "1987 Plan"), (iii)
The Chase Manhattan 1994 Long-Term Incentive Plan (the "1994 Plan") and (iv)
The Chase Manhattan Stock Option Program for
<PAGE> 2
Chemical Banking Corporation -2- March 29, 1996
Employees (the "Stock Option Plan" and, together with the 1982 Plan,
the 1987 Plan and the 1994 Plan, the "Plans"; each a "Plan"), such Plans of The
Chase Manhattan Corporation ("Chase") to be assumed by the Company pursuant to
the Agreement and Plan of Merger, dated as of August 27, 1995 (the "Merger
Agreement"), between Chase and the Company.
We have examined the Plans and the Merger Agreement. In addition, we have
examined, and have relied as to matters of fact upon, originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, documents and other instruments and such certificates or
comparable documents of public officials and of officers and representatives of
the Company, and have made such other and further investigations, as we have
deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Shares have been duly
authorized and, upon the issuance of the Shares in accordance with the terms of
the applicable Plan and payment of the consideration, if any, payable therefor
pursuant to terms of the applicable Plan, such Shares will be validly issued,
fully paid and nonassessable.
We are members of the Bar of the State of New York, and we do not express
any opinion herein concerning any law other than the law of the State of New
York and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion of counsel as Exhibit 5 to
the Registration Statement.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT
<PAGE> 1
Exhibit 23.1
[Letterhead of Price Waterhouse LLP]
[LOGO]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in Post-Effective Amendment
No. 1 on Form S-8 to the Registration Statement on Form S-4 of Chemical Banking
Corporation (Registration No. 33-63833) of our report dated January 16, 1996
appearing on page 42 of the Annual Report on Form 10-K of Chemical Banking
Corporation for the year ended December 31, 1995.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
New York, New York
March 29, 1996
