<PAGE> 1
Pricing Supplement No. 1N Dated March 13, 1997 Rule 424(b)(5)
(To Prospectus dated December 18, 1996 and File No. 33-49965
Prospectus Supplement dated March 13, 1997) 33-64261
THE CHASE MANHATTAN CORPORATION
[ ] Senior Medium-Term Notes, Series C
Due From Nine Months to Thirty Years from Date of Issue
[X] Subordinated Medium Term Notes, Series A
Due From Nine Months to Thirty Years from Date of Issue
Principal Amount: $250,000,000
Issue Price: 8.845%
Commission or Discount: 0.250%
Proceeds to Company: $21,487,500
Agents:
PaineWebber Incorporated Prudential Securities Inc.
Agent's Capacity: [ ] As agent [ X ] As principal
if as principal [ x ] The Notes are being offered at
varying prices relating to prevailing market prices at the time of
sale.[ ] The Notes are being offered at a fixed initial public
offering price equal to the Issue Price ( as a percentage of
Principal Amount).
Original Issue Date: March 24, 1997
Stated Maturity: March 24, 2027
Form: [ x ] Book-entry [_] Certificated
Currency: U.S. Dollars
[ X ] Fixed Rate Note:
Interest Rate: zero coupon
[ ] Floating Rate Note: CD [_] Commercial Paper Rate [_]
Federal Fund Effective Rate [_] LIBOR Telerate [ ] LIBOR Reuters
[_] Treasury Rate [ ] Prime Rate [_] CMT [ ]
Initial Interest Rate: zero coupon
Interest Determination Dates: N.A. Interest Payment Dates: N.A.
Index Maturity:
Spread (+/-): Spread Multiplier:
Maximum Interest Rate: Minimum Interest Rate:
Optional Redemption : Yes [ X ] No [_]
Redemption Dates and Prices: The Company has the right to call the
Notes offered hereby, in whole, upon notice 20 calendar days prior to
the dates below:
3/24/2007 19.852 3/24/2017 44.555
3/24/2008 21.523 3/24/2018 48.307
3/24/2009 23.336 3/24/2019 52.374
3/24/2010 25.301 3/24/2020 56.784
3/24/2011 27.431 3/24/2021 61.566
3/24/2012 29.741 3/24/2022 66.750
3/24/2013 32.245 3/24/2023 72.370
3/24/2014 34.960 3/24/2024 78.464
3/24/2015 37.904 3/24/2025 85.071
3/24/2016 41.095 3/24/2026 92.234
The Agents listed above have been appointed by the Company for the
limited purpose of offering the Subordinated Medium-Term Notes
offered hereby. References to the "Agents" in the accompanying
Prospectus Supplement shall be deemed to include the Agents listed
above.
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[LOGO]
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 18, 1996)
$3,000,000,000
The Chase Manhattan Corporation
Senior Medium-Term Notes, Series C
Subordinated Medium-Term Notes, Series A
Due from 9 Months to 30 Years from Date of Issue
The Chase Manhattan Corporation (the "Company") may offer from time
to time its Senior Medium-Term Notes, Series C (the "Senior Notes")
and its Subordinated Medium-Term Notes, Series A (the "Subordinated
Notes" and, together with the Senior Notes, the "Notes"), having an
aggregate initial public offering price not to exceed $3,000,000,000
(or the equivalent thereof in foreign currencies or composite
currencies, including European Currency Units), subject to reduction
as a result of the sale of other Debt Securities or Offered
Securities (as each such term is defined in the accompanying
Prospectus). Of such $3,000,000,000,the aggregate initial public
offering price of Notes remaining available for issuance as of the
date of this Prospectus Supplement is approximately $647,000,000.
Unless otherwise specified in the applicable Pricing Supplement, each
Note will bear interest at a fixed rate (a "Fixed Rate Note"), which
may be zero in the case of certain Notes issued at a price
representing a discount from the principal amount payable at
maturity, or at a floating rate (a "Floating Rate Note") determined
by reference to the CD Rate, the Commercial Paper Rate, the Federal
Funds Effective Rate, LIBOR, the Treasury Rate or the Prime Rate, as
adjusted by the Spread or Spread Multiplier (as each such term is
defined in this Prospectus Supplement), if any, applicable to such
Note. Interest rates and interest rate formulas are subject to change
by the Company but no such change will affect any Note already issued
or which the Company has agreed to issue. Each Note will mature on a
date from 9 months to 30 years from its date ofissue, as mutually
agreed between the purchaser and the Company. If the Notes are to be
denominated in a foreign currency or composite currency, then certain
provisions with respect thereto will be set forth in a foreign
currency supplement hereto ("Multi-Currency Prospectus Supplement")
and the applicable pricing supplement hereto ("Pricing Supplement").
Unless otherwise indicated in the applicable Pricing Supplement, the
Notes may not be redeemed prior to maturity by the Company, or repaid
at the option of the holder, and will be issued in fully registered
form in denominations of $1,000 and any integral multiple of $1,000
in excess thereof. The Notes will not be subject to any sinking
fund. See "Description of the Medium-Term Notes" in this
ProspectusSupplement.
The Notes may be issued as Senior Securities or Subordinated
Securities. Subordinated Securities will be subordinated to all
Senior Indebtedness and, under certain circumstances, to Additional
Senior Obligations of the Company, and are subject to acceleration
only upon certain events of bankruptcy or reorganization of the
Company. There will be no right of acceleration of the payment of
the principal of the Subordinated Notes upon a default in the payment
of interest or a default in the performance of any covenant or
agreement in the Subordinated Notes or the Subordinated Indenture (as
defined in this ProspectusSupplement). See "Description of Debt
Securities -- Subordinated Securities" in the accompanying
Prospectus.
Each Note will be represented either by a certificate issued in
definitive form (a "Certificated Note"), or by a global Note (a
"Global Note") registered in the name of a nominee of The Depository
Trust Company, as Depositary, or other depositary (each such Note
represented by a Global Note being referred to herein as a "Book-
Entry Note"). Beneficial interests in Book-Entry Notes will be shown
on, and transfers thereof will be effected only through, records
maintained by the Depositary or its participants. A beneficial
interest in a Book-Entry Note will be exchanged for Notes in
definitive form only under the limited circumstances described in
this Prospectus Supplement. See "Description of the Medium-Term
Notes -- Book-Entry Notes" in this Prospectus Supplement.
The series designation of the Notes, the interest rate or interest
rate formula, if any, issue price, stated maturity, any interest
payment dates, any redemption provisions, and any repayment
provisions for each Note and whether such Note will be a Book-Entry
Note or a Certificated Note will be established by the Company prior
to the date of issuance of such Note and will be indicated in the
applicable Pricing Supplement.
The Notes are unsecured debt obligations of the Company, are not
deposits or other obligations of a bank and are not 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 SUPPLEMENT, ANY SUPPLEMENT
HERETO OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
=====================================================================
Price to Public (1) Agents' Discounts (2) Proceeds to Company
and Commissions (2)(3)
- ---------------------------------------------------------------------
Per Note 100% .125% - .750% 99.250% - 99.875%
- ---------------------------------------------------------------------
Total $3,000,000,000(4) $3,750,000 - 22,500,000(4) $2,977,500,000 -
2,996,250,000(4)
=====================================================================
(1) Unless otherwise specified in the applicable Pricing Supplement,
each Note will be issued at 100% of its principal amount.
(2) The Company will pay to one or more Agents (as defined herein) a
commission, which may range from .125% to .750% of the principal
amount of any Note, depending upon its maturity, sold through such
Agent, unless otherwise specified in the applicable Pricing
Supplement. The Company may also sell Notes to any Agent, acting as
principal, at a discount for resale at a fixed offering price or at
varying prices related to market prices at the time of resale. The
commission on or discount with respect to such sales will be
negotiated at the time of such sale. The Company may also sell Notes
directly to investors, and no commission will be payable on any such
sales made by the Company. The Company will agree to indemnify each
Agent against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
(3) Assuming Notes are issued at 100% of principal amount and before
deducting expenses payable by the Company estimated at $200,000.
(4) Or the equivalent thereof denominated in foreign currencies or
composite currencies at the date of issue.
The Notes are being offered on a continuing basis by the Company in
those jurisdictions where such offering by the Company is authorized.
The Company may also offer the Notes through one or more Agents, who
may include affiliates of the Company, who have separately agreed to
use their reasonable efforts to solicit offers to purchase the Notes
(each, an "Agent"). The Company may also sell the Notes to any Agent,
acting as principal, for its own account or for resale to one or more
investors or to another broker-dealer (acting as principal for
purposes of resale) at a fixed offering price or at varying prices
related to prevailing market prices at the time of resale. The
Company may also accept (but not solicit) offers to purchase Notes
through additional agents on substantially the same terms and
conditions as would apply to sales through Agents. The Notes will not
be listed on any securities exchange, and there can be no assurance
that the Notes will be sold or that there will be a secondary market
for the Notes. The Company reserves the right to withdraw, cancel or
modify the offer or solicitation of offers made hereby without
notice. The Company or any Agent, if it solicits such offer, may
reject any offer in whole or in part. See "Plan of Distribution" in
this Prospectus Supplement. .
The date of this Prospectus Supplement is March 13, 1997.
<PAGE> 2
DESCRIPTION OF THE MEDIUM-TERM NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the accompanying Prospectus as the "Debt Securities" and
the "Senior Securities" or the "Subordinated Securities", as applicable)
supplements, and to the extent inconsistent therewith replaces, the description
of the general terms and provisions of the Debt Securities, Senior Securities
and Subordinated Securities, as the case may be, set forth in the Prospectus,
to which description reference is hereby made. The following description will
apply to the Notes unless otherwise specified in the applicable Pricing
Supplement.
Reference is also made to the Glossary in this Prospectus Supplement
for the definition of some of the terms used herein.
General
The Notes are limited initially to an aggregate initial public offering
price not to exceed U.S. $3,000,000,000 (or the equivalent thereof in foreign
currencies or composite currencies, including European Currency Units), subject
to reduction as a result of the sale of other Debt Securities or Offered
Securities. Such limit may be increased by action of the Company's Board of
Directors or, subject to certain limitations, its Borrowings Committee. The
aggregate principal amount of Senior Notes issued prior to the date of this
Prospectus Supplement and outstanding as of the date of this Prospectus
Supplement is approximately $1,078,000,000. The aggregate principal amount of
Subordinated Notes issued prior to the date of this Prospectus Supplement and
outstanding as of the date of this Prospectus Supplement is approximately
$65,000,000.
The Notes offered hereby may be Senior Securities or Subordinated
Securities. The Notes constituting Senior Securities will be issued under the
Indenture, dated as of December 1, 1989, as amended, between the Company and
Bankers Trust Company, as Trustee (the "Senior Indenture"), will constitute one
series of Senior Securities established by the Company pursuant to such Senior
Indenture and will rank pari passu with all other Senior Securities of the
Company. The Notes constituting Subordinated Securities will be issued under
the 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
Company of New York, National Association, as Trustee (the "Subordinated
Indenture" and, together with the Senior Indenture, the "Indentures"), will
constitute one series of Subordinated Securities established by the Company
pursuant to such Subordinated Indenture, will rank pari passu with all other
subordinated debt of the Company and, together with such other subordinated
debt, will be subordinated in right of payment to the prior payment in full of
the Senior Indebtedness (as defined in the Subordinated Indenture) of the
Company and, under the circumstances described in the Subordinated Indenture,
to Additional Senior Obligations of the Company. See "Description of Debt
Securities -- Subordinated Securities -- Subordination" in the accompanying
Prospectus. As of December 31, 1996, the aggregate principal amount of Senior
Indebtedness and Additional Senior Obligations (as each such term is defined in
the Subordinated Indenture) outstanding was approximately $8.62 billion. The
statements in this Prospectus Supplement concerning the Notes do not purport to
be complete and are subject to, and qualified in their entirety by reference
to, the Senior Indenture and the Subordinated Indenture, including definitions
therein of certain terms.
Payment of principal of the Notes constituting Subordinated Securities may
be accelerated only upon certain events of bankruptcy or reorganization of the
Company. There is no right of acceleration of the payment of principal of the
Notes constituting Subordinated Securities upon a default in the payment of
interest on such Notes or in the performance of any covenant of the Company
contained in the Subordinated Indenture. See "Description of Debt Securities --
Subordinated Securities -- Defaults and Waiver Thereof " in the accompanying
Prospectus. Except as may be set forth in a supplement to this Prospectus
Supplement, the Notes constituting Subordinated Securities are not convertible
into any other securities and are not exchangeable for Capital Securities (as
defined in the Subordinated Indenture) of the Company. See "Description of Debt
Securities -- Subordinated Securities" in the accompanying Prospectus.
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The Notes are being offered on a continuing basis. Each Note will mature
on a Business Day from 9 months to 30 years from its date of issue, as mutually
agreed between the purchaser and the Company. Except as provided in the
applicable Pricing Supplement, the Notes will not be subject to redemption or
repayment prior to maturity and will not be subject to any sinking fund.
The Notes may bear interest at (i) a fixed rate (a "Fixed Rate Note") or
(ii) a floating rate (a "Floating Rate Note") on which rates are determined,
and adjusted periodically, by reference to an interest rate basis or formula,
adjusted by a Spread or Spread Multiplier, if any. See "Interest and Interest
Rates" below. Fixed Rate Notes may be issued in the form of Original Issue
Discount Notes (as defined in "Certain United States Federal Income Tax
Consequences" below) which will be offered at a discount from the principal
amount thereof due at the stated maturity of such Notes. There may not be any
periodic payments of interest on Original Issue Discount Notes. In the event of
an acceleration of maturity of any Original Issue Discount Note, the amount
payable to the holder of such Original Issue Discount Note upon such
acceleration will be determined in accordance with the applicable Pricing
Supplement and the terms of such security, but will be an amount less than the
amount payable at the maturity of the principal of such Original Issue Discount
Note. For a discussion of the United States federal income tax consequences
with respect to Original Issue Discount Notes, see "Certain United States
Federal Income Tax Consequences" below.
The Notes will be denominated in U.S. dollars and payments of principal of
and interest on the Notes will be made in U.S. dollars, except as may otherwise
be provided in an applicable Pricing Supplement and Multi-Currency Prospectus
Supplement. Except as provided in the applicable Pricing Supplement, the
authorized denominations of the Notes denominated in U.S. dollars will be U.S.
$1,000 and integral multiples of U.S. $1,000 in excess thereof.
Each Note will be issued initially as either a Book-Entry Note or a
Certificated Note in fully registered form without coupons. All Notes issued on
the same day and having the same terms (including, but not limited to, the same
series designation, Interest Payment Dates, rate of interest, date of maturity
and redemption or repayment provisions) will be represented by a single Book-
Entry Note. A beneficial interest in a Book-Entry Note will be shown on, and
transfers thereof will be effected only through, records maintained by the
Depositary or its participants and, except under the limited circumstances
described below, Book-Entry Notes will not be issuable in certificated form.
See "Book-Entry Notes" below. Certificated Notes may be presented for
registration of transfer or exchange at the corporate trust office of The Chase
Manhattan Bank in the Borough of Manhattan, The City of New York.
Except as provided in the applicable Pricing Supplement, (i) interest
(other than interest payable upon maturity, or upon earlier redemption or
repayment, of principal) will be payable by check to the person in whose name a
Note is registered at the close of business on the applicable Record Date
before each Interest Payment Date, provided that a holder of $10,000,000 or
more in aggregate principal amount of Certificated Notes of like tenor and
terms shall be entitled to receive such payments in U.S. dollars by wire
transfer of immediately available funds (but only if appropriate payment
instructions have been received in writing by the Paying Agent (as defined
below) not less than 15 calendar days prior to the applicable Interest Payment
Date), (ii) interest payable upon maturity, or upon earlier redemption or
repayment, of principal will be payable to the person to whom principal is
payable and (iii) at maturity, or upon earlier redemption or repayment of
principal, payments of principal and interest will be made upon presentment of
the Note to the paying agent for the Notes, which will initially be The Chase
Manhattan Bank, located at 450 West 33rd Street, New York, New York 10001. In
the case of Book-Entry Notes, payments of principal and interest will be made
to the Depositary or its nominee. Payments to beneficial owners of Book-Entry
Notes will be made through the Depositary and its participants. See "Book-Entry
Notes" below.
Each Multi-Currency Prospectus Supplement relating to Notes denominated in
other than U.S. dollars will describe certain terms that relate to such Notes.
Interest and Interest Rates
Each Note will accrue interest from and including its date of issue and
will be either a Fixed Rate Note or a Floating Rate Note. The applicable
Pricing Supplement will designate whether a particular
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Note is a Fixed Rate Note or a Floating Rate Note and, in the case of a
Floating Rate Note, whether such Note is a CD Rate Note, a Commercial Paper
Rate Note, a Federal Funds Effective Rate Note, a LIBOR Note, a Treasury Rate
Note, a Prime Rate Note or a Note based on such other interest rate formula as
is set forth in such Pricing Supplement.
CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Effective Rate
Notes, LIBOR Notes, Treasury Rate Notes, Prime Rate Notes or Notes based on
other interest rate formulas will have daily, weekly, monthly, quarterly, semi-
annual or annual resets of the rate of interest, and the Reset Dates will be
specified in the applicable Pricing Supplement and on the face of each Note. In
addition, the applicable Pricing Supplement will specify the Spread or Spread
Multiplier, if any, and the Maximum Interest Rate or Minimum Interest Rate
limitation, if any, applicable to each Floating Rate Note. The Pricing
Supplement may also contain particulars as to the Calculation Agent,
Calculation Date, Index Maturity, Initial Interest Rate, Interest Determination
Date, Interest Payment Date and Record Dates with respect to each Note. The
interest rate on the Notes will in no event be higher than the maximum rate
permitted by New York law as the same may be modified by United States laws of
general application. Under current New York law, the maximum rate of interest
is 25% per annum on a simple interest basis. This limit will not apply to Notes
in a principal amount of $2,500,000 or more.
Unless otherwise indicated in the applicable Pricing Supplement, each
interest payment on any Interest Payment Date in respect of Floating Rate Notes
(other than Floating Rate Notes that reset daily or weekly) will include
interest accrued from and including the date of issue or the last date to which
interest has been paid, as the case may be, to but excluding the applicable
Interest Payment Date or the date of maturity, as the case may be. In the case
of Floating Rate Notes that reset daily or weekly, unless otherwise indicated
in the applicable Pricing Supplement, each interest payment on any Interest
Payment Date will include interest accrued from and including the date of issue
or from but excluding the last date in respect of which interest has been paid,
as the case may be, to and including the Record Date preceding the applicable
Interest Payment Date or to but excluding the date of maturity, as the case may
be.
With respect to a Floating Rate Note, accrued interest will be calculated
by multiplying the principal amount of such Note by an accrued interest factor.
Such accrued interest factor will be computed by adding the interest factors
calculated for each day in the period for which accrued interest is being
calculated. Unless otherwise specified in the applicable Pricing Supplement,
the interest factor (expressed as a decimal rounded to the nearest ten-
thousandth, with five hundred-thousandths rounded upwards) for each such day is
computed by dividing the interest rate in effect on such day (expressed as a
decimal rounded to the nearest ten-thousandth, with five hundredth-thousandths
rounded upwards) by (i) the actual number of days in the year, in the case of
Treasury Rate Notes, and (ii) 360, in the case of all other Floating Rate
Notes. The interest rate in effect on each day with respect to a Floating Rate
Note will be (i) if such day is a Reset Date, the interest rate with respect to
the Interest Determination Date pertaining to such Reset Date, or (ii) if such
day is not a Reset Date, the interest rate with respect to the Interest
Determination Date pertaining to the preceding Reset Date, subject in either
case to any adjustment by a Spread or a Spread Multiplier and to any Maximum
Interest Rate or Minimum Interest Rate limitation. In all such cases, however,
(i) the interest rate in effect for the period from and including the date of
issue to the initial Reset Date set forth in the Pricing Supplement with
respect to such Note will be the Initial Interest Rate specified in the
applicable Pricing Supplement and (ii) the interest rate in effect for the ten
calendar days prior to the date of maturity will be that in effect on the tenth
calendar day preceding such date of maturity.
Interest on a Note will be payable on the first Interest Payment Date
following its date of issue, unless the date of its issue is on or after the
Record Date for such Interest Payment Date, in which event interest will be
payable commencing on the next following Interest Payment Date. If any Interest
Payment Date other than the date of maturity for any Floating Rate Note falls
on a day that is not a Business Day (or, in the case of a LIBOR Note, a day
that is not a London Business Day), such Interest Payment Date shall be
postponed to the next day that is a Business Day or London Business Day, as the
case may be (except that in the case of a LIBOR Note, if such London Business
Day is in
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the next succeeding calendar month, such Interest Payment Date on such LIBOR
Note shall be the immediately preceding London Business Day). If the date of
maturity for any Fixed Rate Note or Floating Rate Note or the Interest Payment
Date for any Fixed Rate Note falls on a day that is not a Business Day or
London Business Day, as the case may be, payment of principal, premium, if any,
and interest with respect to such Note will be paid on the next succeeding
Business Day or London Business Day, as the case may be, with the same force
and effect as if made on such date of maturity or Interest Payment Date and no
interest on such payment will accrue from and after such date of maturity or
Interest Payment Date.
Fixed Rate Notes
The applicable Pricing Supplement relating to a Fixed Rate Note will
designate a fixed rate of interest per annum payable on such Note (which may be
zero). Fixed Rate Notes may bear one or more annual rates of interest during
the periods or under the circumstances specified therein and in the applicable
Pricing Supplement. Interest payments, if any, on Fixed Rate Notes will be made
on March 1 or September 1 of each year, unless otherwise specified in the
applicable Pricing Supplement. Interest, if any, on Fixed Rate Notes will be
computed on the basis of a 360-day year of twelve 30-day months.
Floating Rate Notes
Unless otherwise specified in the applicable Pricing Supplement, The Chase
Manhattan Bank will be the "Calculation Agent" with respect to calculating the
rate of interest payable on Floating Rate Notes. Upon the request of a
registered holder of a Floating Rate Note, the Calculation Agent will provide
the interest rate then in effect and, if different, the interest rate which
will become effective as a result of a determination made on the most recent
Interest Determination Date with respect to such Floating Rate Note. With
respect to any Floating Rate Note as to which The Chase Manhattan Bank is the
Calculation Agent, a holder may call 212-946-7795 for such information.
CD Rate Notes
A CD Rate Note will bear interest at the interest rate (calculated with
reference to the CD Rate and the Spread or Spread Multiplier, if any) specified
in such Note and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "CD Rate"
means, with respect to any Interest Determination Date, the rate on such date
for negotiable certificates of deposit having the Index Maturity designated in
the applicable Pricing Supplement as published in H.15(519) under the heading
"CDs (Secondary Market)" or, if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the CD Rate will be the rate on such Interest Determination Date for negotiable
certificates of deposit of the Index Maturity designated in the applicable
Pricing Supplement as published in Composite Quotations under the heading
"Certificates of Deposit". If such rate is not yet published by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the CD Rate on such Interest Determination Date will
be calculated by the Calculation Agent and will be the arithmetic mean (rounded
to the nearest one-hundredth of a percent, with five one-thousandths of a
percent rounded upwards) of the secondary market offered rates as of 10:00
A.M., New York City time, on such Interest Determination Date, quoted by three
leading nonbank dealers in negotiable U.S. dollar certificates of deposit in
New York City selected by the Calculation Agent for negotiable certificates of
deposit in a denomination of $5,000,000 of major United States money market
banks of the highest credit standing (in the market for negotiable certificates
of deposit) with a remaining maturity closest to the Index Maturity designated
in the Pricing Supplement; provided, however, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as mentioned in this
sentence, the CD Rate will be the CD Rate in effect on such Interest
Determination Date.
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CD Rate Notes, like all other Notes, are not deposits or other obligations
of a bank and are not insured by the Federal Deposit Insurance Corporation or
by any other governmental agency.
Commercial Paper Rate Notes
A Commercial Paper Rate Note will bear interest at the interest rate
(calculated with reference to the Commercial Paper Rate and the Spread or
Spread Multiplier, if any) specified in such Note and in the applicable Pricing
Supplement.
Unless otherwise indicated in the applicable Pricing Supplement,
"Commercial Paper Rate" means, with respect to any Interest Determination Date,
the Money Market Yield (as defined below) of the rate on such date for
commercial paper having the Index Maturity designated in the applicable Pricing
Supplement as published in H.15(519) under the heading "Commercial Paper" or,
if not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Commercial Paper Rate will
be the Money Market Yield of the rate on such Interest Determination Date for
commercial paper having the Index Maturity designated in the applicable Pricing
Supplement as published in Composite Quotations under the heading "Commercial
Paper". If such rate is not yet published by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Interest Determination Date, then the
Commercial Paper Rate for such Interest Determination Date will be calculated
by the Calculation Agent and will be the Money Market Yield of the arithmetic
mean (rounded to the nearest one-hundredth of a percent, with five one-
thousandths of a percent rounded upwards) of the offered rates of three leading
dealers of commercial paper in New York City selected by the Calculation Agent
as of 11:00 A.M., New York City time, on such Interest Determination Date for
commercial paper having the Index Maturity designated in the applicable Pricing
Supplement placed for an industrial issuer whose bond rating is "Aa", or the
equivalent, from a nationally recognized statistical rating organization;
provided, however, that if fewer than three dealers selected as aforesaid by
the Calculation Agent are quoting as mentioned in this sentence, the Commercial
Paper Rate will be the Commercial Paper Rate in effect on such Interest
Determination Date.
"Money Market Yield" means a yield (expressed as a percentage rounded to
the nearest one-hundredth of a percent, with five one-thousandths of a percent
rounded upwards) calculated in accordance with the following formula:
D X 360
Money Market Yield = 360 - (D X M) X 100
where "D" refers to the per annum rate for the commercial paper, quoted on a
bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
Federal Funds Effective Rate Notes
A Federal Funds Effective Rate Note will bear interest at the interest
rate (calculated with reference to the Federal Funds Effective Rate and the
Spread or Spread Multiplier, if any) specified in such Note and in the
applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Federal
Funds Effective Rate" means, with respect to any Interest Determination Date,
the rate on such date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" or, if not so published by 9:00 A.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Effective Rate will be the rate on such
Interest Determination Date as published in Composite Quotations under the
heading "Federal Funds/Effective Rate". If such rate is not yet published by
3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Federal Funds Effective Rate for such Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean (rounded to the nearest one-hundredth of a percent, with five
one-thousandths of a percent rounded upwards) of the rates for the last
transaction in overnight Federal funds arranged by three leading brokers of
Federal funds
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transactions in New York City selected by the Calculation Agent as of 9:00
A.M., New York City time, on such Interest Determination Date; provided,
however, that if fewer than three brokers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the Federal Funds
Effective Rate will be the Federal Funds Effective Rate in effect on such
Interest Determination Date.
LIBOR Notes
A LIBOR Note will bear interest at the interest rate (calculated with
reference to LIBOR (London interbank offered rate) and the Spread or Spread
Multiplier, if any) specified in such Note and in the applicable Pricing
Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, LIBOR
will be determined by the Calculation Agent in accordance with the following
provisions:
(i) On each Interest Determination Date, LIBOR will be either, (a) if
"LIBOR Reuters" is specified in the related LIBOR Note and any applicable
Pricing Supplement, the arithmetic mean of the offered rates (unless the
specified Designated LIBOR Page (as defined below) by its terms provides
only for a single rate, in which case such single rate shall be used) for
deposits in the Index Currency (as defined below) having the Index
Maturity designated in the related LIBOR Note and any applicable Pricing
Supplement commencing on the second London Business Day immediately
following the applicable Interest Determination Date that appears on the
Designated LIBOR Page specified in the related LIBOR Note and any
applicable Pricing Supplement as of 11:00 a.m., London time, on that
Interest Determination Date, if at least two such offered rates appear
(unless, as aforesaid, only a single rate is required) on such Designated
LIBOR Page, or (b) if "LIBOR Telerate" is specified in the related LIBOR
Note and any applicable Pricing Supplement, the rate for deposits in the
Index Currency having the Index Maturity designated in the related LIBOR
Note and any applicable Pricing Supplement commencing on the second London
Business Day immediately following the applicable Interest Determination
Date that appears on the Designated LIBOR Page specified in the related
LIBOR Note and any applicable Pricing Supplement as of 11:00 a.m., London
time, on that Interest Determination Date. If fewer than two offered rates
appear (unless, as aforesaid, only a single rate is required), or no rate
appears, as applicable, LIBOR in respect of the related Interest
Determination Date will be determined as if the parties had specified the
rate described in clause (ii) below.
(ii) On any Interest Determination Date on which fewer than two offered
rates for the applicable Index Maturity appear on the applicable
Designated LIBOR Page as specified in (i) above (unless the specified
Designated LIBOR Page by its terms provides only for a single rate), or no
rate appears, as applicable, LIBOR will be determined on the basis of the
rates at which deposits in the Index Currency having the Index Maturity
designated in the related LIBOR Note and any applicable Pricing Supplement
commencing on the second London Business Day immediately following such
Interest Determination Date and in a principal amount that is
representative for a single transaction in such market at such time are
offered by four major banks in the London interbank market selected by the
Calculation Agent at approximately 11:00 A.M., London time, on such
Interest Determination Date to prime banks in the London interbank market.
The Calculation Agent will request the principal London office of each of
such banks to provide a quotation of its rate. If at least two such
quotations are provided, LIBOR in respect of such Interest Determination
Date will be the arithmetic mean (rounded to the nearest one-hundredth of
a percent, with five one-thousandths of a percent rounded upwards) of such
quotations. If fewer than two quotations are provided, LIBOR in respect of
such Interest Determination Date will be the arithmetic mean (rounded to
the nearest one-hundredth of a percent, with five one-thousandths of a
percent rounded upwards), of the rates quoted by three major banks in New
York City selected by the Calculation Agent at approximately 11:00 A.M.,
New York City time, on such Interest Determination Date for loans in the
Index Currency to leading European banks having the Index Maturity
designated in the related LIBOR Note and any applicable Pricing Supplement
commencing on the second London Business Day immediately
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following such Interest Determination Date and in a principal amount that is
representative for a single transaction in such market at such time; provided,
however, that if fewer than three banks selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, LIBOR will be
LIBOR in effect on such Interest Determination Date.
Treasury Rate Notes
A Treasury Rate Note will bear interest at the interest rate (calculated
with reference to the Treasury Rate and the Spread or Spread Multiplier, if
any) specified in such Note and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Treasury
Rate" means, with respect to any Interest Determination Date, the rate for the
most recent auction of direct obligations of the United States ("Treasury
bills") having the Index Maturity designated in the applicable Pricing
Supplement as published in H.15(519) under the heading "U.S. Government
Securities -- auction average (investment)" or, if not so published by 9:00
A.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Treasury Rate will be the auction average rate
(expressed as a bond equivalent, rounded to the nearest one-hundredth of a
percent, with five one-thousandths of a percent rounded upwards, on the basis
of a year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. Treasury
bills are usually sold at auction on Monday of each week, unless that day is a
legal holiday, in which case the auction is usually held on the following
Tuesday, except that such auction may be held on the preceding Friday. If the
results of the auction of Treasury bills having the Index Maturity designated
in the applicable Pricing Supplement are not published or announced as provided
above by 3:00 P.M., New York City time, on such Calculation Date or if no such
auction is held in a particular week, then the Treasury Rate will be calculated
by the Calculation Agent and will be a yield to maturity (expressed as a bond
equivalent, rounded to the nearest one-hundredth of a percent, with five one-
thousandths of a percent rounded upwards, on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 P.M., New York City
time, on such Interest Determination Date of three leading primary United
States government securities dealers selected by the Calculation Agent for the
issue of Treasury bills with a remaining maturity closest to the Index Maturity
designated in the applicable Pricing Supplement; provided, however, that if
fewer than three dealers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the Treasury Rate with respect to such
Interest Determination Date will be the Treasury Rate in effect on such
Interest Determination Date.
Prime Rate Notes
A Prime Rate Note will bear interest at the interest rate (calculated with
reference to the Prime Rate and the Spread or Spread Multiplier, if any)
specified in such Note and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, "Prime
Rate" means, with respect to any Interest Determination Date, the prime rate or
base lending rate on that date as such rate is published in H.15(519) under the
heading "Bank Prime Loan". In the event that such rate is not published by 9:00
a.m., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the Prime Rate for such Interest Determination Date
will be calculated by the Calculation Agent and will be the arithmetic mean
(rounded to the nearest one-hundredth of a percent, with five one-thousandths
of a percent rounded upwards) of the rates of interest publicly announced by
each bank that appears on the Reuters Screen NYMF Page as such bank's prime
rate or base lending rate as in effect for such Interest Determination Date. If
fewer than four such rates appear on the Reuters Screen NYMF Page on such
Interest Determination Date, then the Prime Rate shall be the arithmetic mean
(rounded to the nearest one-hundredth of a percent, with five one-thousandths
of a percent rounded upwards) of the prime rates or base lending rates (quoted
on the basis of the actual number of days in the year divided by a 360-day
year) as of the close of business on
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such Interest Determination Date by three major banks in The City of New York
selected by the Calculation Agent; provided, however, that if fewer than three
banks selected as aforesaid by the Calculation Agent are quoting as mentioned
in this sentence, the Prime Rate shall be the Prime Rate in effect on such
Interest Determination Date.
Book-Entry Notes
Upon issuance, all Book-Entry Notes issued the same day and having the
same terms (including, but not limited to, the same series designation,
Interest Payment Dates, rate of interest, date of maturity, and redemption or
repayment provisions) will be represented by one or more permanent Global
Notes. Each permanent Global Note representing Book-Entry Notes will be
deposited with, or on behalf of, The Depository Trust Company, as Depositary
(the "Depositary"), and will be registered in the name of a nominee of the
Depositary, or other depositary. No permanent Global Note may be transferred
except as a whole by the Depositary for such permanent Global Note to a nominee
of the Depositary or by a nominee of the Depositary to another nominee of the
Depositary.
Ownership of Book-Entry Notes 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 Book-Entry
Notes by participants will only be evidenced by, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depositary or its nominee, as the case may be. Ownership of Book-Entry Notes by
persons that hold through participants will only be evidenced by, and the
transfer of that ownership interest within such participant will be effected
only through, records maintained by such participant. 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 Book-Entry Notes.
The Company has been advised by the Depositary that upon the issuance of a
permanent Global Note representing Book-Entry Notes, and the deposit of such
permanent Global Note with the Depositary, the Depositary will immediately
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Book-Entry Notes represented by such permanent Global
Note to the accounts of participants. The accounts to be credited shall be
designated by the soliciting Agent (as defined in "Plan of Distribution"
below), or by the Company if such Notes are offered and sold directly by the
Company.
Payments of principal, premium, if any, and interest on Book-Entry Notes
represented by any permanent Global Note 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 the holder of the permanent Global
Note representing such Book-Entry Notes. The Company expects that the
Depositary, upon receipt of any payment of principal, premium, if any, or
interest in respect of a permanent Global Note, 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 Note as shown on the records of
the Depositary. Payments by participants to owners of Book-Entry Notes 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 registered in "street name", and will be the responsibility of
such participants. None of the Company, either Trustee or the Paying Agent or
any other agent of the Company, will have any responsibility or liability for
any aspect of the Depositary's records or any participant's records relating to
or payments made on account of Book-Entry Notes or for maintaining, supervising
or reviewing any of the Depositary's records or any participant's records
relating to such Book-Entry Notes.
Book-Entry Notes represented by a permanent Global Note are
exchangeable for definitive Notes, in registered form, of like tenor and of an
equal aggregate principal amount, only if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for such
permanent Global Note or if at any time the Depositary ceases to be a clearing
agency registered under the
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Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a
successor depositary is not appointed by the Company within 90 days, (ii) the
Company in its sole discretion determines that such Book-Entry Notes shall be
exchangeable for definitive Notes in registered form or (iii) there shall have
occurred and be continuing an Event of Default or an event which, with the
giving of notice or lapse of time or both, would constitute an Event of Default
with respect to the Notes. Any permanent Global Note representing Book-Entry
Notes that is exchangeable pursuant to the preceding sentence shall be
exchangeable in whole for definitive Notes in registered form, of like tenor
and of an equal aggregate principal amount, in denominations of U.S. $1,000 and
integral multiples of U.S. $1,000 in excess thereof. Such definitive Notes
shall be registered in the name or names of such person or persons as the
Depositary shall instruct the relevant Trustee or registrar. It is expected
that such instructions may be based upon directions received by the Depositary
from its participants with respect to ownership of Book-Entry Notes.
Except as provided above, owners of Book-Entry Notes will not be entitled
to receive physical delivery of Notes in definitive form and will not be
considered the holders thereof for any purpose under the relevant Indenture,
and no permanent Global Note representing Book-Entry Notes shall be
exchangeable, except for another permanent Global Note of like denomination and
tenor to be registered in the name of the Depositary or its nominee.
Accordingly, each person owning a Book-Entry Note 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 relevant Indenture. The Company understands that
under existing industry practices, in the event that the Company requests any
action of holders or an owner of a Book-Entry Note desires to give or take any
action a holder is entitled to give or take under the relevant Indenture, the
Depositary would authorize the participants owning the relevant Book-Entry
Notes 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
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to Section 17A of 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, some of whom (and/or their representatives) own the Depositary.
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.
Persons who are not participants may beneficially own securities held by the
Depositary only through participants.
Other Provisions; Addenda
Any provisions with respect to the calculation of the interest rate
applicable to a Floating Rate Note, its Interest Payment Dates or any other
matter relating thereto or to any Fixed Rate Note may be modified by the terms
specified under "Other Provisions" on the face of such Note or in an Addendum
thereto, as so specified on the face of such Note and in the applicable Pricing
Supplement.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following summary describes certain United States federal income tax
consequences of the ownership of Notes as of the date hereof. Except where
noted, it deals only with Notes held as capital assets and does not deal with
special situations, such as those of dealers in securities or currencies,
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financial institutions, life insurance companies, persons holding Notes as part
of a hedging or conversion transaction or a straddle or holders of Notes whose
"functional currency" is not the U.S. dollar. Furthermore, the discussion below
is based upon the provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), and regulations, rulings and judicial decisions thereunder as of
the date hereof, and such authorities may be repealed, revoked or modified so
as to result in United States federal income tax consequences different from
those discussed below. Persons considering the purchase, ownership or
disposition of Notes should consult their own tax advisors concerning the
United States federal income tax consequences in light of their particular
situations as well as any consequences arising under the laws of any other
taxing jurisdiction.
Payments Of Interest
Except as set forth below, interest on a Note will generally be taxable to
a United States Holder as ordinary income from domestic sources at the time it
is paid or accrued in accordance with the United States Holder's method of
accounting for tax purposes. As used herein, a "United States Holder" of a Note
means a holder that is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source. A "Non-United States Holder" is a holder that is not
a United States Holder.
Original Issue Discount
United States Holders of Notes issued with original issue discount ("OID")
will be subject to special tax accounting rules, as described in greater detail
below. United States Holders of such Notes should be aware that they generally
must include OID in gross income in advance of the receipt of cash attributable
to that income. However, United States Holders of such Notes generally will not
be required to include separately in income cash payments received on the
Notes, even if denominated as interest, to the extent such payments do not
constitute qualified stated interest (as defined below). Notes issued with OID
will be referred to as "Original Issue Discount Notes." Notice will be given in
the applicable Pricing Supplement when the Company determines that a particular
Note will be an Original Issue Discount Note.
This summary is based upon Treasury regulations addressing debt
instruments with OID (the "OID Regulations"). A Note with an "issue price" that
is less than its stated redemption price at maturity (the sum of all payments
to be made on the Note other than "qualified stated interest") generally will
be issued with original issue discount if such difference is at least 0.25
percent of the stated redemption price at maturity multiplied by the number of
complete years to maturity. The "issue price" of each Note in a particular
offering will be the first price at which a substantial amount of that
particular offering is sold (other than to an underwriter, placement agent or
wholesaler). The term "qualified stated interest" means stated interest that is
unconditionally payable in cash or in property (other than debt instruments of
the issuer) at least annually at a single fixed rate or, subject to certain
conditions, based on one or more interest indices. Interest is payable at a
single fixed rate only if the rate appropriately takes into account the length
of the interval between payments. Notice will be given in the applicable
Pricing Supplement when the Company determines that a particular Note will bear
interest that is not qualified stated interest.
In the case of a Note issued with de minimis OID (i.e., discount that is
not OID because it is less than 0.25 percent of the stated redemption price at
maturity multiplied by the number of complete years to maturity), the United
States Holder generally must include such de minimis OID in income as stated
principal payments on the Notes are made in proportion to the amount of
principal paid. Any amount of de minimis OID that has been included in income
shall be treated as capital gain.
Certain of the Notes may be redeemed prior to their stated maturity at the
option of the Company and/or at the option of the holder. Original Issue
Discount Notes containing such features may be subject to rules that differ
from the general rules discussed herein. Persons considering the purchase of
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Original Issue Discount Notes with such features should carefully examine the
applicable Pricing Supplement and should consult their own tax advisors with
respect to such features since the tax consequences with respect to OID will
depend, in part, on the particular terms and features of the Notes.
United States Holders of Original Issue Discount Notes with a maturity
upon issuance of more than one year must, in general, include OID in income in
advance of the receipt of some or all of the related cash payments. The amount
of OID includible in income by the initial United States Holder of an Original
Issue Discount Note is the sum of the "daily portions" of OID with respect to
the Note for each day during the taxable year or portion of the taxable year in
which such United States Holder held such Note ("accrued OID"). The daily
portion is determined by allocating to each day in any "accrual period" a pro
rata portion of the OID allocable to that accrual period. The "accrual period"
for an Original Issue Discount Note may be of any length and may vary in length
over the term of the Note, provided that each accrual period is no longer than
one year and each scheduled payment of principal or interest occurs on the
first day or the final day of an accrual period. The amount of OID allocable to
any accrual period is an amount equal to the excess, if any, of (a) the product
of the Note's adjusted issue price at the beginning of such accrual period and
its yield to maturity (determined on the basis of compounding at the close of
each accrual period and properly adjusted for the length of the accrual period)
over (b) the sum of any qualified stated interest allocable to the accrual
period. OID allocable to a final accrual period is the difference between the
amount payable at maturity (other than a payment of qualified stated interest)
and the adjusted issue price at the beginning of the final accrual period.
Special rules will apply for calculating OID for an initial short accrual
period. The "adjusted issue price" of a Note at the beginning of any accrual
period is equal to its issue price increased by the accrued OID for each prior
accrual period (determined without regard to the amortization of any
acquisition or bond premium, as described below) and reduced by any payments
made on such Note (other than qualified stated interest) on or before the first
day of the accrual period. Under these rules, a United States Holder will have
to include in income increasingly greater amounts of OID in successive accrual
periods. The Company is required to provide information returns stating the
amount of OID accrued on Notes held of record by persons other than
corporations and other exempt holders.
In the case of an Original Issue Discount Note that is a Floating Rate
Note, both the "yield to maturity" and "qualified stated interest" will be
determined solely for purposes of calculating the accrual of OID as though the
Note will bear interest in all periods at a fixed rate generally equal to the
rate that would be applicable to interest payments on the Note on its date of
issue or, in the case of certain Floating Rate Notes, the rate that reflects
the yield to maturity that is reasonably expected for the Note. Additional
rules may apply if interest on a Floating Rate Note is based on more than one
interest index. Persons considering the purchase of Floating Rate Notes should
carefully examine the applicable Pricing Supplement and should consult their
own tax advisors regarding the United States federal income tax consequences of
the holding and disposition of such Notes.
United States Holders may elect to treat all interest on any Note as OID
and calculate the amount includible in gross income under the constant yield
method described above. For the purposes of this election, interest includes
stated interest, acquisition discount, OID, de minimis OID, market discount, de
minimis market discount and unstated interest, as adjusted by any amortizable
bond premium or acquisition premium. The election is to be made for the taxable
year in which the United States Holder acquired the Note, and may not be
revoked without the consent of the Internal Revenue Service (the "IRS"). United
States holders should consult with their own tax advisors about this election.
Short-Term Notes
In the case of Original Issue Discount Notes having a term of one year or
less ("Short-Term Notes"), under the OID Regulations all payments (including
all stated interest) will be included in the stated redemption price at
maturity and, thus, United States Holders will generally be taxable on the
discount in lieu of stated interest. The discount will be equal to the excess
of the stated redemption
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price at maturity over the issue price of a Short-Term Note, unless the United
States Holder elects to compute this discount using tax basis instead of issue
price. In general, individuals and certain other cash method United States
Holders of a Short-Term Note are not required to include accrued discount in
their income currently unless they elect to do so. United States Holders that
report income for United States federal income tax purposes on the accrual
method and certain other United States Holders are required to accrue discount
on such Short-Term Notes (as ordinary income) on a straight-line basis, unless
an election is made to accrue the discount according to a constant yield method
based on daily compounding. In the case of a United States Holder that is not
required, and does not elect, to include discount in income currently, any gain
realized on the sale, exchange or retirement of the Short-Term Note will be
ordinary income to the extent of the discount accrued through the date of sale,
exchange or retirement. In addition, a United States Holder that does not elect
to currently include accrued discount in income may be required to defer
deductions for a portion of the United States Holder's interest expense with
respect to any indebtedness incurred or continued to purchase or carry such
Notes.
Market Discount
If a United States Holder purchases a Note (other than an Original Issue
Discount Note) for an amount that is less than its stated redemption price at
maturity or, in the case of an Original Issue Discount Note, its adjusted issue
price, the amount of the difference will be treated as "market discount" for
United States federal income tax purposes, unless such difference is less than
a specified de minimis amount. Under the market discount rules, a United States
Holder will be required to treat any principal payment on, or any gain on the
sale, exchange, retirement or other disposition of, a Note as ordinary income
to the extent of the market discount which has not previously been included in
income and is treated as having accrued on such Note at the time of such
payment or disposition. In addition, the United States Holder may be required
to defer, until the maturity of the Note or its earlier disposition in a
taxable transaction, the deduction of all or a portion of the interest expense
on any indebtedness incurred or continued to purchase or carry such Note.
Any market discount will be considered to accrue ratably during the period
from the date of acquisition to the maturity date of the Note, unless the
United States Holder elects to accrue on a constant interest method. A United
States Holder of a Note may elect to include market discount in income
currently as it accrues (on either a ratable or constant interest method), in
which case the rule described above regarding deferral of interest deductions
will not apply. This election to include market discount in income currently,
once made, applies to all market discount obligations acquired on or after the
first taxable year to which the election applies and may not be revoked without
the consent of the IRS.
Acquisition Premium; Amortizable Bond Premium
A United States Holder that purchases a Note for an amount that is greater
than its adjusted issue price but equal to or less than the sum of all amounts
payable on the Note after the purchase date other than payments of qualified
stated interest will be considered to have purchased such Note at an
"acquisition premium." Under the acquisition premium rules, the amount of OID
which such holder must include in its gross income with respect to such Note
for any taxable year will be reduced by the portion of such acquisition premium
properly allocable to such year.
A United States Holder that purchases a Note for an amount in excess of
the sum of all amounts payable on the Note after the purchase date other than
qualified stated interest will be considered to have purchased the Note at a
"premium" and will not be required to include any OID in income. A United
States Holder generally may elect to amortize the premium over the remaining
term of the Note on a constant yield method. The amount amortized in any year
will be treated as a reduction of the United States Holder's interest income
from the Note. Bond premium on a Note held by a United States Holder that does
not make such an election will decrease the gain or increase the loss otherwise
recognized on disposition of the Note. The election to amortize premium on a
constant yield method
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once made applies to all debt obligations held or subsequently acquired by the
electing United States Holder on or after the first day of the first taxable
year to which the election applies and may not be revoked without the consent
of the IRS.
Proposed Treasury regulations issued on June 27, 1996 would clarify the
treatment of bond premium. Among the provisions contained in the proposed
regulations is a provision that generally provides that premium may be
amortized to offset interest income only as a United States Holder takes the
qualified stated interest into account under the holder's regular accounting
method. Moreover, the proposed Treasury regulations generally provide that in
the case of instruments that provide for alternative payment schedules, bond
premium is calculated by assuming that both the issuer and the holder will
exercise or not exercise options in a manner that maximizes the holder's yield.
If adopted, the regulations would be effective for debt instruments acquired on
or after the date 60 days after the date final regulations are published in the
Federal Register. However, if a United States Holder elects to amortize bond
premium for the taxable year containing such effective date, the proposed
Treasury regulations would apply to all the United States Holder's debt
instruments held on or after the first day of that taxable year.
Sale, Exchange And Retirement Of Notes
A United States Holder's tax basis in a Note will, in general, be the
United States Holder's cost therefor, increased by OID, market discount or any
discount with respect to a Short-Term Note previously included in income by the
United States Holder and reduced by any amortized premium and any cash payments
on the Note other than qualified stated interest. Upon the sale, exchange,
retirement or other disposition of a Note, a United States Holder will
recognize gain or loss equal to the difference between the amount realized upon
the sale, exchange, retirement or other disposition (less any accrued qualified
stated interest, which will be taxable as such) and the adjusted tax basis of
the Note. Except as described above with respect to certain Short-Term Notes or
with respect to market discount, such gain or loss will be capital gain or loss
and will be long-term capital gain or loss if at the time of sale, exchange,
retirement or other disposition the Note has been held for more than one year.
Under current law, net capital gains of individuals are, under certain
circumstances, taxed at lower rates than items of ordinary income. The
deductibility of capital losses is subject to limitations.
Non-United States Holders
Under present United States federal income and estate tax law, and subject
to the discussion below concerning backup withholding:
(a) no withholding of United States federal income tax will be required
with respect to the payment by the Company or any paying agent of
principal or interest (which for purposes of this discussion includes OID)
on a Note owned by a Non-United States Holder, provided (i) that the
beneficial owner does not actually or constructively own 10% or more of
the total combined voting power of all classes of stock of the Company
entitled to vote within the meaning of section 871(h)(3) of the Code and
the regulations thereunder, (ii) the beneficial owner is not a controlled
foreign corporation that is related to the Company through stock
ownership, (iii) the beneficial owner is not a bank whose receipt of
interest on a Note is described in section 881(c)(3)(A) of the Code and
(iv) the beneficial owner satisfies the statement requirement (described
generally below) set forth in section 871(h) and section 881(c) of the
Code and the regulations thereunder;
(b) no withholding of United States federal income tax will be required
with respect to any gain or income realized by a Non-United States Holder
upon the sale, exchange, retirement or other disposition of a Note; and
(c) a Note beneficially owned by an individual who at the time of death
is a Non-United States Holder will not be subject to United States federal
estate tax as a result of such individual's death, provided that such
individual does not actually or constructively own 10% or more of the
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total combined voting power of all classes of stock of the company
entitled to vote within the meaning of section 871(h)(3) of the Code and
provided that the interest payments with respect to such Note would not
have been, if received at the time of such individual's death, effectively
connected with the conduct of a United States trade or business by such
individual.
To satisfy the requirement referred to in (a)(iv) above, the beneficial
owner of such Note, or a financial institution holding the Note on behalf of
such owner, must provide, in accordance with specified procedures, a paying
agent of the Company with a statement to the effect that the beneficial owner
is not a United States person. Pursuant to current temporary Treasury
regulations, these requirements will be met if (1)the beneficial owner provides
his name and address, and certifies, under penalties of perjury, that he is not
a United States person (which certification may be made on an Internal Revenue
Service Form W-8 (or successor form)) or (2) a financial institution holding
the Note on behalf of the beneficial owner certifies, under penalties of
perjury, that such statement has been received by it and furnishes a paying
agent with a copy thereof.
If a Non-United States Holder cannot satisfy the requirements of the
"portfolio interest" exception described in (a) above, payments of premium, if
any, and interest (including OID) made to such Non-United States Holder will be
subject to a 30% withholding tax unless the beneficial owner of the Note
provides the Company or its paying agent, as the case may be, with a properly
executed (1) Internal Revenue Service Form 1001 (or successor form) claiming an
exemption from withholding under the benefit of a tax treaty or (2) Internal
Revenue Service Form 4224 (or successor form) stating that interest paid on the
Note is not subject to withholding tax because it is effectively connected with
the beneficial owner's conduct of a trade or business in the United States.
If a Non-United States Holder is engaged in a trade or business in the
United States and premium, if any, or interest (including OID) on the Note is
effectively connected with the conduct of such trade or business, the Non-
United States Holder, although exempt from the withholding tax discussed above,
will be subject to United States federal income tax on such income on a net
income basis in the same manner as if it were a United States Holder. In
addition, if such holder is a foreign corporation, it may be subject to a
branch profits tax equal to 30% of its effectively connected earnings and
profits for the taxable year, subject to adjustments. For this purpose, such
premium, if any, and interest (including OID) on a Note will be included in
such foreign corporation's earnings and profits.
Any gain or income realized upon the sale, exchange, retirement or other
disposition of a Note generally will not be subject to United States federal
income tax unless (i) such gain or income is effectively connected with a trade
or business in the United States of the Non-United States Holder, or (ii) in
the case of a Non-United States Holder who is an individual, such individual is
present in the United States for 183 days or more in the taxable year of such
sale, exchange, retirement or other disposition, and certain other conditions
are met.
Backup Withholding And Information Reporting
In general, information reporting requirements will apply to certain
payments of principal, interest, OID and premium paid on Notes and to the
proceeds of sale of a Note made to United States Holders other than certain
exempt recipients (such as corporations). A 31 percent backup withholding tax
will apply to such payments if the United States Holder fails to provide a
taxpayer identification number or certification of foreign or other exempt
status or fails to report in full dividend and interest income.
No information reporting or backup withholding will be required with
respect to payments made by the Company or any paying agent to Non-United
States Holders if a statement described in (a)(iv) under "Non-United States
Holders" has been received and the payor does not have actual knowledge that
the beneficial owner is a United States person.
In addition, backup withholding and information reporting will not apply
if payments of the principal, interest, OID or premium on a Note are paid or
collected by a foreign office of a custodian, nominee or other foreign agent on
behalf of the beneficial owner of such Note, or if a foreign office of a broker
(as defined in applicable Treasury regulations) pays the proceeds of the sale
of a Note to the
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<PAGE> 16
owner thereof. If, however, such nominee, custodian, agent or broker is, for
United States federal income tax purposes, a United States person, a controlled
foreign corporation or a foreign person that derives 50% or more of its gross
income for certain periods from the conduct of a trade or business in the
United States, such payments will not be subject to backup withholding but will
be subject to information reporting, unless (1) such custodian, nominee, agent
or broker has documentary evidence in its records that the beneficial owner is
not a United States person and certain other conditions are met or (2) the
beneficial owner otherwise establishes an exemption. Temporary Treasury
regulations provide that the Treasury is considering whether backup withholding
will apply with respect to such payments of principal, interest or the proceeds
of a sale that are not subject to backup withholding under the current
regulations.
Payments of principal, interest, OID and premium on a Note paid to the
beneficial owner of a Note by a United States office of a custodian, nominee or
agent, or the payment by the United States office of a broker of the proceeds
of sale of a Note, will be subject to both backup withholding and information
reporting unless the beneficial owner provides the statement referred to in
(a)(iv) above and the payor does not have actual knowledge that the beneficial
owner is a United States person or otherwise establishes an exemption.
Any amounts withheld under the backup withholding rules will be allowed
as
a refund or a credit against such holder's United States federal income tax
liability provided the required information is furnished to the IRS.
Non-Dollar Denominated Notes
A discussion of the United States federal income tax consequences with
respect to Notes denominated in other than U.S. dollars will be contained in
the applicable Multi-Currency Prospectus Supplement and Pricing Supplement.
PLAN OF DISTRIBUTION
The Notes are being offered on a continuing basis by the Company in those
jurisdictions where such offering by the Company is authorized. No commission
or underwriting discount will be payable on any sale made directly to an
investor by the Company.
The Company may also sell the Notes to or through agents that become
parties to a Master Agency Agreement (each an "Agent"), the form of which is
filed as exhibit to the Registration Statement referred to in the accompanying
Prospectus (the "Master Agency Agreement"). Each Agent's obligations are
separate and several from that of any other Agent. Each Agent will use
reasonable efforts when requested by the Company to solicit purchases of the
Notes. The Company will pay each Agent a commission to be negotiated at the
time of sale, which may range from .125% to .750% of the principal amount of
each Note, depending on its stated maturity, sold through such Agent, unless
otherwise specified in the applicable Pricing Supplement. As of the date of
this Prospectus Supplement, Agents include Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc., CS First Boston
Corporation, Goldman, Sachs & Co., Lehman Brothers, Lehman Brothers Inc.
(including its affiliate, Lehman Special Securities Inc.), Morgan Stanley & Co.
Incorporated, Salomon Brothers Inc and Chase Securities Inc., a wholly-owned
subsidiary of the Company.
The Company also may sell Notes to any Agent, acting as principal, for its
own account or for resale to one or more investors or other purchasers,
including other broker-dealers. The Company may also accept (but not solicit)
offers to purchase Notes through additional agents on substantially the same
terms and conditions (including commissions) as would apply to purchases under
the Master Agency Agreement.
The Agents may sell any Notes they have purchased as principal to any
dealer at a discount and, unless otherwise specified in the applicable Pricing
Supplement, such discount allowed to any dealer
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<PAGE> 17
will not be in excess of the discount to be received by such Agent from the
Company. Unless otherwise specified in the applicable Pricing Supplement, any
Note sold to an Agent as principal will be purchased by such Agent at a price
equal to 100% of the principal amount thereof less a percentage ranging from
.125% to .750% of the principal amount of such Note, depending upon its stated
maturity, and may be resold by the Agent to investors and other purchasers from
time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of
sale, or may be resold to certain dealers as described above. After the initial
public offering of any Notes, the public offering price, concession and
discount may be changed.
The name of any Agent or other person through which Notes are sold by the
Company or to which Notes are sold for resale to investors, as well as any
commissions or discounts payable to such Agents or other persons in respect
thereof, will be set forth in the applicable Pricing Supplement.
The Company will have the sole right to accept offers to purchase Notes
and may, in its absolute discretion, reject any proposed purchase of Notes in
whole or in part. Each Agent will have the right, in its discretion reasonably
exercised, to reject in whole or in part any proposed purchase of Notes through
it.
Any agent, including any Agent, may be deemed to be an "underwriter"
within the meaning of the Securities Act of 1933, as amended (the "Act"). The
Company will agree to indemnify each Agent and certain other persons against
certain liabilities, including liabilities under the Act.
The Notes are not and will not be, listed on any securities exchange. The
Company has been advised by the Agents that each of the Agents may from time to
time purchase and sell Notes in the secondary market, but is not obligated to
do so and may discontinue making a market in such Notes at any time without
notice. No assurance can be given as to the existence or liquidity of any
secondary market for the Notes.
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Bear, Stearns & Co. Inc., CS First Boston Corporation, Goldman, Sachs & Co.,
Lehman Brothers, Lehman Brothers Inc. (including its affiliate, Lehman Special
Securities Inc.), Morgan Stanley & Co. Incorporated, Salomon Brothers Inc, and
Chase Securities Inc., as well as other agents to or through which Notes may be
sold from time to time, engage or may engage in transactions with and perform
services for the Company in the ordinary course of business.
The offer and sale of any Notes by Chase Securities Inc. will comply with
the requirements of Schedule E to the By-laws of the National Association of
Securities Dealers, Inc. See "Plan of Distribution" in the accompanying
Prospectus.
LEGAL OPINIONS
The validity of the Notes being offered hereby will be passed upon for the
Company by Simpson Thacher & Bartlett (a partnership which includes
professional corporations), New York, New York, counsel for the Company, and
for the Agents, 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.
All such opinions will be conditioned upon, and subject to, certain
assumptions regarding future action required to be taken by the Company and the
appropriate Trustee in connection with the issuance and sale of any particular
Note offered hereby, the specific terms of Notes offered hereby and other
matters which may affect the validity of Notes offered hereby but which cannot
be ascertained on the date of such opinions.
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<PAGE> 18
GLOSSARY
Set forth below are definitions, or the locations elsewhere of
definitions, of some of the terms used in this Prospectus Supplement and not
defined in the accompanying Prospectus.
"Book Entry Note" means a Note represented by a Global Note.
"Business Day" means any day that is not a Saturday or Sunday and that, in
New York City, is not a day on which banking institutions generally are
authorized or required by law or executive order to close.
"Calculation Agent" means the agent appointed by the Company to calculate
interest rates for Floating Rate Notes. Unless otherwise provided in a Pricing
Supplement, the Calculation Agent will be The Chase Manhattan Bank.
"Calculation Date" means the date on which the Calculation Agent is to
calculate an interest rate for a Floating Rate Note. Unless otherwise specified
in such Note and the applicable Pricing Supplement, the Calculation Date, where
applicable, pertaining to an Interest Determination Date for a Floating Rate
Note will be the first to occur of (a) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day or (b) the Business Day preceding the applicable
Interest Payment Date or date of maturity (or the date of redemption or
repayment, if any) of such Note, as the case may be.
"CD Rate" means the rate calculated as set forth under the heading "CD
Rate Notes".
"Certificated Note" means a Note represented by a certificate in
definitive form without coupons.
"Commercial Paper Rate" means the rate calculated as set forth under the
heading "Commercial Paper Rate Notes".
"Composite Quotations" means the daily statistical release entitled
"Composite 3:30 P.M. Quotations for U.S. Government Securities", or any
successor publication, published by the Federal Reserve Bank of New York.
"Designated LIBOR Page" means either, (a) if "LIBOR Reuters" is designated
in the related LIBOR Note and any applicable Pricing Supplement, the display on
the Reuters Monitor Money Rates Service for the purpose of displaying the
London interbank rates of major banks for the applicable Index Currency, or (b)
if "LIBOR Telerate" is designated in the related LIBOR Note and any applicable
Pricing Supplement, the display on the Dow Jones Telerate Service for the
purpose of displaying the London interbank rates of major banks for the
applicable Index Currency. If neither LIBOR Reuters nor LIBOR Telerate is so
specified, LIBOR for the applicable Index Currency will be determined as if
LIBOR Telerate had been specified.
"Federal Funds Effective Rate" means the rate calculated as set forth
under the heading "Federal Funds Effective Rate Notes".
"Fixed Rate Note" means a Note that bears interest at a fixed rate or
rates.
"Floating Rate Note" means a Note on which interest rates are determined,
and adjusted periodically, by reference to an interest rate basis or formula
(which may include the CD Rate, the Commercial Paper Rate, the Federal Funds
Effective Rate, LIBOR, the Treasury Rate or the Prime Rate), adjusted by a
Spread or Spread Multiplier, if any.
"Global Security" means a Note registered in the name of a nominee of The
Depository Trust Company, as Depositary, or other depositary, beneficial
interests in which are represented by Book-Entry Notes.
"H.15(519)" means the publication entitled "Statistical Release H.15(519),
Selected Interest Rates", or any successor publication, published by the Board
of Governors of the Federal Reserve System.
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<PAGE> 19
"Index Currency" means the currency (including composite currencies)
specified in the related LIBOR Note and any applicable Pricing Supplement as
the currency for which LIBOR shall be calculated. If no currency is so
specified, the Index Currency shall be U.S. dollars.
"Index Maturity" means the period of time designated as the representative
maturity of the certificates of deposit, the commercial paper, the Index
Currency or the Treasury bills, respectively, by reference to transactions in
which the CD Rate, the Commercial Paper Rate, LIBOR and the Treasury Rate,
respectively, are to be calculated, as set forth in a Note bearing interest at
one of those rates and the applicable Pricing Supplement.
"Initial Interest Rate" means the rate at which a Floating Rate Note will
bear interest from and including the date of issue to but excluding the first
Reset Date, as set forth in the Note and the applicable Pricing Supplement.
"Interest Determination Date" means the date as of which the interest rate
for a Floating Rate Note is to be calculated, to be effective as of the
following Reset Date and calculated on the related Calculation Date (except in
the case of LIBOR, which is calculated on the Interest Determination Date).
Unless otherwise specified in such Note and the applicable Pricing
Supplement,(i) the Interest Determination Date pertaining to a Reset Date for a
CD Rate Note, Commercial Paper Rate Note, Federal Funds Effective Rate Note or
Prime Rate Note will be the second Business Day preceding such Reset Date, (ii)
the Interest Determination Date pertaining to a Reset Date for a LIBOR Note
will be the second London Business Day preceding such Reset Date and (iii) the
Interest Determination Date pertaining to a Reset Date for a Treasury Rate Note
will be the day of the week during which such Reset Date falls on which
Treasury bills of the Index Maturity designated in the applicable Pricing
Supplement are auctioned. Treasury bills are usually sold at auction on
Monday of each week, unless that day is a legal holiday, in which case the
auction is usually held on the following Tuesday, except that such auction
may be held on the preceding Friday. If, as the result of a legal holiday,
an auction is so held on the preceding Friday, such Friday will be the
Interest Determination Date pertaining to the Reset Date occurring in the
next succeeding week.
"Interest Payment Date" means the date on which payments of interest on a
Note (other than payments on maturity) are to be made.
"LIBOR" means the rate calculated as set forth under the heading "LIBOR
Notes".
"London Business Day" means a Business Day on which dealings in deposits
in U.S. Dollars are transacted in the London interbank market.
"Maximum Interest Rate" means, with respect to any Floating Rate Note, a
maximum numerical interest rate limitation, or ceiling, on the rate at which
interest may accrue on such Note during any interest period.
"Minimum Interest Rate" means, with respect to any Floating Rate Note, a
minimum numerical interest rate limitation, or floor, on the rate at which
interest may accrue on such Note during any interest period.
"Paying Agent" means the agent appointed by the Company to make payment of
principal, premium, if any, and interest on the Notes. Unless otherwise
provided in a Pricing Supplement, the Paying Agent will be The Chase Manhattan
Bank.
"Pricing Supplement" means a supplement to this Prospectus Supplement
relating to any particular Note or Notes.
"Prime Rate" means the rate calculated as set forth under the heading
"Prime Rate Notes".
"Record Date" means the date on which a Note must be held in order for the
holder to receive an interest payment on the next Interest Payment Date. Unless
otherwise specified in a Note and the applicable Pricing Supplement, the Record
Date for any Interest Payment Date will be the fifteenth
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<PAGE> 20
day (whether or not a Business Day or a London Business Day) next preceding
such Interest Payment Date.
"Reset Date" means the date on which a Floating Rate Note will begin to
bear interest at the interest rate determined as of any Interest Determination
Date. Unless otherwise specified in such Note and the applicable Pricing
Supplement, the Reset Dates will be: (i) in the case of Floating Rate Notes
that reset daily, each Business Day; (ii) in the case of Floating Rate Notes
(other than Treasury Rate Notes) that reset weekly, Wednesday of each week;
(iii) in the case of Treasury Rate Notes that reset weekly, Tuesday of each
week; (iv) in the case of Floating Rate Notes that reset monthly, the third
Wednesday of each month; (v) in the case of Floating Rate Notes that reset
quarterly, the third Wednesday of March, June, September and December of each
year; (vi) in the case of Floating Rates Notes that reset semi-annually, the
third Wednesday of each of two months of each year specified in the applicable
Pricing Supplement; and (vii) in the case of Floating Rate Notes that reset
annually, the third Wednesday of one month of each year specified in the
applicable Pricing Supplement. If a Reset Date for any Floating Rate Note would
otherwise be a day that is not a Business Day (or, in the case of a LIBOR Note,
a day that is not a London Business Day), such Reset Date shall be postponed to
the succeeding Business Day or London Business Day, as the case may be, (except
that, in the case of a LIBOR Note, if such London Business Day is in the next
succeeding calendar month, such Reset Date shall be the preceding London
Business Day). If a Treasury bill auction (as described in the definition of
"Interest Determination Date") will be held on any day that would otherwise be
a Reset Date for a Treasury Rate Note, then such Reset Date will instead be the
Business Day following such auction date.
"Reuters Screen NYMF Page" means the display page designated as page
"NYMF" on the Reuters Monitor Money Rates Service (or such other page as may
replace the NYMF page on that service for the purpose of displaying prime rates
or base lending rates of major United States banks).
"Spread" means the constant amount, if any, to be added to the CD Rate,
the Commercial Paper Rate, the Federal Funds Effective Rate, LIBOR, the
Treasury Rate, the Prime Rate or any other interest rate index in effect from
time to time with respect to a Note, which amount will be set forth in such
Note and the applicable Pricing Supplement.
"Spread Multiplier" means the percentage by which the CD Rate, the
Commercial Paper Rate, the Federal Funds Effective Rate, LIBOR, the Treasury
Rate, the Prime Rate or any other interest rate index in effect from time to
time with respect to a Note is to be multiplied, which percentage will be set
forth in such Note and the applicable Pricing Supplement.
"Treasury Rate" means the interest rate calculated as set forth under the
heading "Treasury Rate Notes".
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====================================
No dealer, salesman or other person has been authorized to give any information
or to make any representation not contained in this Prospectus Supplement, any
Pricing Supplement and the accompanying Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or any Agent. This Prospectus Supplement, any Pricing Supplement
and the accompanying Prospectus do 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 or
solicitation in such jurisdiction. Neither the delivery of this Prospectus
Supplement, any Pricing Supplement or the accompanying Prospectus nor any sale
made hereunder or thereunder shall under any circumstances create anymplication
that there has been no change in the affairs of the Company since the date
hereof or thereof.
------------------
TABLE OF CONTENTS
PAGE
PROSPECTUS SUPPLEMENT
Description of the Medium-Term Notes
S-2
Interest and Interest Rate S-3
Fixed Rate Notes......... S-5
Floating Rate Notes.. ... S-5
Book-Entry Notes... S-9
Other Provisions: Addenda. S-10
Certain United States Federal
Income Tax
Consequences.............. S-10
Payments of Interest....... S-11
Original Issue Discount... S-11
Short-Term Notes.......... S-12
Market Discount........... S-13
Acquisition Premium; Amortizable
Bond Premium... .......... S-13
Sale, Exchange and Retirement of
Notes................... S-14
Non-United States Holders.. S-14
Backup Withholding and Information
Reporting............... S-15
Non-Dollar Denominated Notes. S-16
Plan of Distribution............S-16
Legal Opinions.............. S-17
Glossary.................... S-18
PROSPECTUS
Available Information....... 2
Incorporation of Certain Documents
by Reference . ............. 2
The Chase Manhattan Corporation.. 3
Consolidated Ratios of Earnings
to Fixed Charges............ 4
Use of Proceeds............. 4
Description of Debt Securities.... 5
Description of Preferred Stock. 15
Description of Common Stock. 22
Description of Securities Warrants23
Risk Factors Relating to Currency
Warrants.. .. 24
Description of Currency Warrants 24
Plan of Distribution........ 26
Experts..................... 27
Legal Opinions.............. 27
====================================
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$3,000,000,000
[logo]
THE CHASE
MANHATTAN
CORPORATION
Senior Medium-Term Notes, Series C
Subordinated Medium-Term
Notes, Series A
------------
PROSPECTUS SUPPLEMENT
March 13, 1997
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=========================================
