<PAGE> 1
File No. 333-____________
===================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
THE CHASE MANHATTAN CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-2624428
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
270 Park Avenue, New York, New York 10017-2070
(212) 270-6000
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
THE CHASE MANHATTAN CORPORATION --
VALUE SHARING PROGRAM
(Full Title of the Plan)
_______________
ANTHONY J. HORAN
Corporate Secretary
The Chase Manhattan Corporation
270 Park Avenue, New York, New York 10017-2070
(212) 270-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
NIALL L. O'TOOLE, ESQ.
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017-2070
_________________
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Amount to Be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to Be Offering Aggregate Fee
Registered Price Per Offering
Share (1) Price (1)
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1
per share 9,500,000 $86.375 $820,562,500 $248,655.30
shares
- -------------------------------------------------------------------
<FN>
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the
proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for the purpose of
calculating the registration fee and are based upon the maximum price
at which the options may be exercised. </FN>
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan(s) described herein.
=================================================================
<PAGE> 2
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference.
There are incorporated herein by reference the following
documents of The Chase Manhattan Corporation, a Delaware corporation
(the "Corporation" or "Registrant"), heretofore filed by it with the
Securities and Exchange Commission:
(i) Annual Report on Form 10-K for the year ended December
31, 1995;
(ii) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996;
(iii) Current Reports on Form 8-K dated January 12, 1996,
January 18, 1996, January 19, 1996, February 5, 1996, March 25,
1996, March 31, 1996, April 16, 1996, July 17, 1996, September
30, 1996, October 7, 1996, October 15, 1996, December 17, 1996
and January 23, 1996; and
(iv) The description of the Common Stock set forth in the
Corporation's Registration Statement filed pursuant to Section
12 of the Securities Exchange Act of 1934 (the "Exchange Act")
and any amendment or report filed for the purpose of updating
that description.
All documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the
date hereof and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all of the shares of
Common Stock offered hereunder have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement on Form S-8 to the extent
that a statement contained in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement on Form S-8.
<PAGE> 3
Item 4. Description of Securities.
Only securities registered under Section 12 of the Exchange
Act are being offered.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of the Corporation and
Chemical Banking Corporation as of December 31, 1995 and 1994 and for
each of the years in the three-year period ended December 31, 1995
incorporated herein by reference to the Corporation's 1995 Annual
Report and Chemical Banking Corporation's Annual Report on Form 10-K
for the year ended December 31, 1995 have been so incorporated in
reliance on the reports of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
The legality of the shares of Common Stock offered hereunder has
been passed upon for the Corporation by Niall L. O'Toole, Esq., counsel
to the Corporation and a Vice President and Senior Associate Counsel of The
Chase Manhattan Bank.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Delaware General Corporation Law (the "DGCL"),
a corporation may indemnify any person in connection with any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than a
derivative action by or in the right of such corporation) who is or
was a director, officer, employee or agent of such corporation, or
serving at the request of such corporation in such capacity for
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of such corporation, and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.
The DGCL also permits indemnification by a corporation under
similar circumstances for expenses (including attorneys' fees)
actually and reasonably incurred by such persons in connection with
the defense or settlement of a derivative action, except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable
to such corporation unless the Court of Chancery or the court in
which such action or suit was brought shall determine upon
application that such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
<PAGE> 4
The DGCL provides that the indemnification described above
shall not be deemed exclusive of other indemnification that may be
granted by a corporation pursuant to its By-laws, disinterested
directors' vote, stockholders' vote, agreement or otherwise.
The DGCL also provides corporations with the power to purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation in a similar capacity for
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her in any
such capacity, or arising out of his or her status as such, whether
or not the corporation would have the power to indemnify him or her
against such liability as described above.
The Restated Certificate of Incorporation of the Corporation
provides that, to the fullest extent that the DGCL as from time to
time in effect permits the limitation or elimination of the liability
of directors, no director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.
The Corporation's Restated Certificate of Incorporation
empowers the Corporation to indemnify any director, officer, employee
or agent of the Corporation or any other person who is serving at the
Corporation's request in any such capacity with another corporation,
partnership, joint venture, trust or other enterprise (including,
without limitation, an employee benefit plan) to the fullest extent
permitted under the DGCL as from time to time in effect, and any such
indemnification may continue as to any person who has ceased to be a
director, officer, employee or agent and may inure to the benefit of
the heirs, executors and administrators of such a person.
The Corporation's Restated Certificate of Incorporation also
empowers the Corporation by action of its Board of Directors,
notwithstanding any interest of the directors in the action, to
purchase and maintain insurance in such amounts as the Board of
Directors deems appropriate to protect any director, officer,
employee or agent of the Corporation or any other person who is
serving at the Corporation's request in any such capacity with
another corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, an employee benefit plan)
against any liability asserted against him or incurred by him in any
such capacity arising out of his status as such including, without
limitation, expenses, judgments, fines(including any excise taxes
assessed on a person with respect to any employee benefit plan) and
amounts paid in settlement) to the fullest extent permitted under the
DGCL as from time to time in effect, whether or not the Corporation
would have the power or be required to indemnify any such individual
under the terms of any agreement or By-law or the DGCL.
<PAGE> 5
In addition, the Corporation's By-laws require
indemnification to the fullest extent permitted under applicable law,
as from time to time in effect. The By-laws provide a clear and
unconditional right to indemnification for expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by any person in connection with any
threatened, pending or completed investigation, claim, action, suit
or proceeding, whether civil, administrative or investigative
(including, to the extent permitted by law, any derivative action)
by reason of the fact that such person is or was serving as a
director, officer, employee or agent of the Corporation or, at the
request of the Corporation, of another corporation, partnership,
joint venture, trust or other enterprise (including, without
limitation, an employee benefit plan). The By-laws specify that the
right to indemnification so provided is a contract right, set forth
certain procedural and evidentiary standards applicable to the
enforcement of a claim under the By-laws, entitle the persons to be
indemnified to be reimbursed for the expenses of prosecuting any such
claim against the Corporation and entitle them to have all expenses
incurred in advance of the final disposition of a proceeding paid by
the Corporation. Such provisions, however, are intended to be in
furtherance and not in limitation of the general right to
indemnification provided in the By-laws, which right of
indemnification and of advancement of expenses is not exclusive.
The Corporation's By-laws also provide that the Corporation may
enter into contracts with any director, officer, employee or agent of
the Corporation in furtherance of the indemnification provisions in
the By-laws, as well as create a trust fund, grant a security
interest or use other means (including, without limitation, a letter
of credit) to ensure payment of amounts indemnified.
Item 7. Exemption From Registration Claimed.
This item is not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of the
Corporation (incorporated herein by reference to Exhibit 4.1 to
the Corporation's Registration Statement on Form S-8, dated July
11, 1996, File No. 333-07941).
4.2 By-Laws of the Corporation as amended (incorporated herein
by reference to Exhibit 3.2 of the Corporation's Annual Report
on Form 10-K, dated December 31, 1993, File No. 1-5805).
5. Opinion of Niall L. O'Toole, counsel to the Corporation and a
Vice President and Senior Associate Counsel of The Chase
<PAGE> 6
Manhattan Bank, as to the legality of the Common Stock being
registered and to be issued by the Corporation.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Niall L. O'Toole (included in Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, of the securities offered hereby, a post-effective
amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement; provided, however, that the undertakings
in paragraphs (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
<PAGE> 7
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions of
Item 6 above, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York,
State of New York, on this 27th day of February, 1997.
THE CHASE MANHATTAN CORPORATION
By: /s/ Anthony J. Horan
----------------------------
Anthony J. Horan
Corporate Secretary
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Capacity Date
Chairman of the Board,
Chief Executive Officer
and Director
(Principal Executive
* Officer) February 27, 1997
Walter V. Shipley
President,
* Chief Operating Officer
Thomas G. Labrecque and Director February 27, 1997
Senior Vice Chairman of
* the Board and Director February 27, 1997
Edward D. Miller
* Vice Chairman of the
William B. Harrison, Jr. Board and Director February 27, 1997
*
Frank A. Bennack, Jr. Director February 27, 1997
<PAGE> 9
* Director February 27, 1997
Susan V. Berresford
* Director February 27, 1997
M. Anthony Burns
* Director February 27, 1997
H. Laurance Fuller
* Director February 27, 1997
Melvin R. Goodes
* Director February 27, 1997
William H. Gray III
* Director February 27, 1997
George V. Grune
* Director February 27, 1997
Harold S. Hook
Director February __, 1997
Helene L. Kaplan
* Director February 27, 1997
J. Bruce Llewellyn
* Director February 27, 1997
Edmund T. Pratt, Jr.
* Director February 27, 1997
Henry B. Schacht
* Director February 27, 1997
Andrew C. Sigler
* Director February 27, 1997
John R. Stafford
<PAGE> 10
* Director February 27, 1997
Marina v.N. Whitman
* Chief Financial Officer February 27, 1997
Peter J. Tobin (Principal Financial Officer)
* Controller February 27, 1997
Joseph L. Sclafani (Principal Accounting Officer)
*Anthony J. Horan hereby signs this Registration Statement on Form S-
8 on February 27 1997 on behalf of each of the indicated persons for
whom he is attorney-in-fact pursuant to a power of attorney filed
herein.
By: /s/ Anthony J. Horan
--------------------------
Anthony J. Horan
Corporate Secretary
<PAGE> 11
EXHIBIT INDEX
Exhibit Description
4.1 Restated Certificate of Incorporation (incorporated herein
by reference to Exhibit 4.1 to the Corporation's
Registration Statement on Form S-8, dated July 11, 1996, File No.
333-07941).
4.2 By-Laws(incorporated herein by reference to Exhibit 3.2 of
the Corporation's Annual Report on Form 10-K, dated December 31,
1993, File No. 1-5805).
5 Opinion of Niall L. O'Toole.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Niall L. O'Toole (included in Exhibit 5).
24 Powers of Attorney.
131180
<PAGE> 1
The Chase Manhattan Bank Niall L. O'Toole
270 Park Avenue, 41st Floor Vice President and
New York, NY 10017-2070 Senior Associate Counsel
Tel 212-270-7865 Legal Department
February 27, 1997
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
The Chase Manhattan Corporation
Value Sharing Program
Dear Sirs:
I have acted as counsel to The Chase Manhattan
Corporation, a Delaware corporation (the "Company"), in
connection with the registration statement on Form S-8 (the
"Registration Statement") being filed by the Company on the
date hereof with the Securities and Exchange Commission under
the Securities Act of 1933 (the "Act") with respect to
9,500,000 shares of Common Stock, $1 par value per share (the
"Shares"), to be issued pursuant to The Chase Manhattan
Corporation Value Sharing Program (the "Program").
In so acting I have examined originals, or copies
certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments as I have
deemed necessary or appropriate for the purposes of this
opinion. Based upon the foregoing, I am of the opinion that
when the Registration Statement has become effective under
the Act and the Shares are issued in accordance with the
terms of the Program, the Shares will be duly authorized,
validly issued and fully paid and non-assessable shares of
the Company's Common Stock, $1 par value per share.
I am admitted to practice only in the State of New York
and, accordingly, I do not express any opinion concerning any
laws other than the laws of the State of New York, the
General Corporation Law of the State of Delaware and the
federal laws of the United States of America.
I know that I am referred to in Item 5 of Part II of the
Registration Statement and I hereby consent to the use of my
name in such Item 5 and to the use of this opinion for filing
with the Registration Statement as Exhibit 5 thereto. In
giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7
of the Act.
Very truly yours,
/s/ Niall L. O'Toole
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of The Chase
Manhattan Corporation (the "Corporation") of our report
dated March 31, 1996 appearing on page 50 of the 1995 Annual
Report to Stockholders of the Corporation set forth in the
Current Report on Form 8-K dated April 16, 1996 of the
Corporation and of our report dated January 16, 1996
appearing on page 42 of Chemical Banking Corporation's
Annual Report on Form 10-K for the year ended December 31,
1995. We also consent to the reference to us under the
heading "Interests of Named Experts and Counsel" in such
Registration Statement.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036
February 27, 1997
134502
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his
or her capacity as an officer or director of The Chase Manhattan
Corporation, a Delaware corporation (the "Corporation"), hereby
constitutes and appoints, WALTER V. SHIPLEY, THOMAS G. LABRECQUE,
WILLIAM B. HARRISON JR., PETER J.TOBIN, DEBORAH L. DUNCAN and ANTHONY
J. HORAN, and each of them severally, his or her true and lawful
attorneys-in-fact and agents, with full power to act with or without
the others and with full power of substitution and resubstitution for
and on behalf of him or her and in his or her name, place and stead,
in any and all capacities, to perform any and all acts and do all
things and to execute any and all instruments which said attorneys-in-
fact and agents and each of them may deem necessary or desirable to
enable the Corporation to comply with the Securities Act of 1933, as
amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "SEC") thereunder in
connection with the filing of the accompanying registration statement
under the Act for the registration of shares of Common Stock, par
value $1.00 per share ("Common Stock"), of the Corporation pursuant
to resolutions adopted by the Board of Directors of the Corporation
on February 18, 1997, authorizing the preparation and filing of one
or more registration statements on Form S-8 or such other Form or
Forms as are then appropriate for the registration of Common Stock
issuable pursuant to the Corporation's long-term incentive plan and
other stock option plans, the Corporation's employee stock purchase
plan, the qualified savings or thrift plan and non-qualified deferred
compensation plan or other employee benefit plan or plans in which
employees of the Corporation or any of its subsidiaries may
participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement,
and any and all amendments, including post-effective amendments,
supplements and exhibits thereto (collectively, the "Registration
Statement") to be filed with the SEC, and to sign any and all
instruments or documents to be filed as a part of or in connection
with such Registration Statement, whether such instruments or
documents are filed before or after the effective date of such
Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be
filed as a part of or in connection with such Registration Statement,
with the SEC, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact
and agents, and each of them, full power to do and perform any and
all acts and things requisite and necessary to be done in connection
therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents
and each of them may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of this 27th day of February 1997.
/s/ FRANK A. BENNACK, JR.
Frank A. Bennack, Jr.
Director
<PAGE> 2
/s/ SUSAN V. BERRESFORD
Susan V. Berresford
Director
/s/ M. ANTHONY BURNS
M. Anthony Burns
Director
/s/ H. LAURANCE FULLER
H. Laurance Fuller
Director
/s/ MELVIN R. GOODES
Melvin R. Goodes
Director
/s/ WILLIAM H. GRAY, III
William H. Gray, III
Director
/s/ GEORGE V. GRUNE
George V. Grune
Director
/s/ WILLIAM B. HARRISON, JR.
William B. Harrison, Jr.
Vice Chairman of the Board
and Director
/s/ HAROLD S. HOOK
Harold S. Hook
Director
/s/_________________
Helene L. Kaplan
Director
/s/ THOMAS G. LABRECQUE
Thomas G. Labrecque
President, Chief Operating Officer
and Director
/s/ J. BRUCE LLEWELLYN
J. Bruce Llewellyn
Director
<PAGE> 3
/s/ EDMUND T. PRATT, JR.
Edmund T. Pratt, Jr.
Director
/s/ HENRY B. SCHACHT
Henry B. Schacht
Director
/s/ WALTER V. SHIPLEY
Walter V. Shipley
Chairman, Chief Executive Officer
and Director
/s/ ANDREW C. SIGLER
Andrew C. Sigler
Director
/s/ JOHN R. STAFFORD
John R. Stafford
Director
/s/ MARINA v.N. WHITMAN
Marina v.N. Whitman
Director
/s/ PETER J. TOBIN
Peter J. Tobin
Chief Financial Officer
(Principal Financial Officer)
/s/ JOSEPH L. SCLAFANI
Joseph L. Sclafani
Controller
(Principal Accounting Officer
134767
